-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HFcMoreUR525eR/dNyZknLGYHsqnLT+XWYsdvdpL39n0PbpYLMUdfp9GleUo073I vXclRqwZw2aRBswX7bEOOw== 0000898531-04-000218.txt : 20040709 0000898531-04-000218.hdr.sgml : 20040709 20040709170946 ACCESSION NUMBER: 0000898531-04-000218 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040430 FILED AS OF DATE: 20040709 EFFECTIVENESS DATE: 20040709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVISORS SERIES TRUST CENTRAL INDEX KEY: 0001027596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-07959 FILM NUMBER: 04908611 BUSINESS ADDRESS: STREET 1: U.S BANCORP FUND SERVICES, LLC STREET 2: 615 E MICHIGAN STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 414-765-5344 MAIL ADDRESS: STREET 1: 615 E MICHIGAN STREET STREET 2: MK-WI-LC2 CITY: MILWAUKEE STATE: WI ZIP: 53202 N-CSR 1 namcef-ncsra.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-07959 --------- ADVISORS SERIES TRUST --------------------- (Exact name of registrant as specified in charter) 615 EAST MICHIGAN ST. MILWAUKEE, WI 53202 ------------------- (Address of principal executive offices) (Zip code) ERIC M. BANHAZL ADVISORS SERIES TRUST 2020 EAST FINANCIAL WAY, SUITE 100 GLENDORA, CA 91741 ------------------ (Name and address of agent for service) (414) 765-5340 -------------- Registrant's telephone number, including area code Date of fiscal year end: APRIL 30, 2004 -------------- Date of reporting period: APRIL 30, 2004 -------------- ITEM 1. REPORT TO STOCKHOLDERS. - ------------------------------ NATIONAL ASSET MANAGEMENT CORE EQUITY FUND ANNUAL REPORT FOR THE YEAR ENDED APRIL 30, 2004 May, 2004 Dear Fellow Shareholder: We are pleased to provide you with this shareholder update on the National Asset Management Core Equity Fund. The Fund's value increased by 1.42% over the six- month period ended April 30, 2004. The S&P 500 Index, which is the Fund's benchmark, gained 6.27% over the same period. These gains added to the Fund's advance of the prior six months. Accordingly, the Fund's twelve-month return showed a positive total return of 16.64%. The S&P 500 gained 22.81% over the same period. Both the Fund and the S&P 500 produced strong absolute returns over the last year as the equity market rebounded from its three-year bear market. Despite the equity market's robust returns over the last year, the period was not a particularly accommodating market for the Fund's investment strategy as low quality issues significantly outperformed high quality issues. This phenomenon was a significant reason for the Fund's underperformance for the trailing six and twelve month periods as the Fund's investment strategy is biased toward high quality stocks with strong earnings growth and/or reasonable valuations. Stock selection within the financial sector, primarily the mortgage related holdings such as Fannie Mae and Radian Group, also contributed to the Fund's underperformance for the trailing six-month period. For the trailing twelve- month period, stock selection in the health care also detracted from returns. AmerisourceBergen and Wyeth, declined due to investors concerns over increasing competition. Johnson and Johnson and Medtronic suffered due to investor's preference for speculative high growth companies over consistent growth companies. These stocks were detractors to performance. On a positive note, the Fund's stock selection and overweight position in the industrials sector were positive contributors to performance over both the trailing six and twelve month periods. The Fund's significant overweighting of the sector aided performance as the earnings of the economically sensitive sector benefited from the recovery in the economy. The positive stock selection within the industrials sector was broad based, with nearly all Fund holdings in the sector aiding performance. Looking ahead, we expect the economy to continue to improve in 2004 and believe the strongest earnings growth will be in those sectors most leveraged to a global economic recovery. Our positive fundamental outlook is confirmed by First Call estimates, which projects 14% earnings growth in the S&P 500 in 2004. Given the underlying strength within the economy, we continue to find the most attractive opportunities in the economically sensitive sectors. Based on our confidence in the economic recovery and the earnings growth within the cyclical sectors, we have focused the Fund on companies that we believe will benefit most from a strong economy. Thus, the Fund is currently overweighted in the information technology, materials, industrials and financials sectors. The largest sector emphasis is in technology, which is approximately 25% of the Fund. The technology sector benefits from increased economic activity and is reporting strong earnings as business spending improves. The Fund's technology holdings are generally considered the market leaders in their respective industry segments and include Cisco Systems, Qualcomm, Jabil Circuit and Applied Materials. The materials sector comprises approximately 11% of the Fund, with a bias toward chemical companies such as Praxair, Air Products & Chemicals and Eastman Chemical. The Fund's industrials weighting is roughly 15% and emphasizes machinery companies in various industries such as Eaton, Deere & Co., Ingersoll-Rand and the Fund's most recent purchase Illinois Tool Works. Lastly, the Fund has approximately 22% of the portfolio in financial holdings, with a primary focus on companies that are poised to benefit from improving markets and M&A activity. The Fund continues to have no exposure to the utilities and telecommunications sectors. This strategy is based on fundamental concerns, as we remain cautious toward the tumultuous regulatory environment within the sectors. In early 2004, the Fund also sold its lone energy holding, Exxon Mobil, based on valuation. Strong price performance coupled with an excellent quarterly earnings report created a good opportunity to sell the position. Our outlook for the large integrated oil companies has weakened based on the belief that commodity prices will eventually decline from these levels. We continue to utilize our Core Multiple Attribute philosophy as the Fund's investment strategy. This philosophy stresses a blend of both growth and value stocks with a focus on high quality large and mid cap issues. We invest in three different types of stocks that possess attractive attributes relative to the S&P 500. These types of stocks and our definitions are: o Low price/earnings ratios - 20% below the market o High dividend yields - 20% above the market o Consistent, above-average growth rates - annual EPS growth of 10% or more. Each type of stock has performed well over the long term and when combined together we believe they provide additional diversification that provides the potential to outperform in all market environments. We believe the Fund remains an attractive long-term total investment. The Fund's current positioning is based on strategies designed to profit from the continued strength in the economic recovery. Thank you for your support and the trust you have expressed in us by investing in the Fund. Sincerely, INVESCO-NAM Equity Team Opinions expressed are those of the INVESCO-NAM Equity Team and are subject to change, are not guaranteed and should not be considered recommendations to buy or sell any security. Fund holdings and sector allocations are as of 4/30/04, are subject to change at any time and are not recommendations to buy or sell any security mentioned. The S&P 500 is an unmanaged index commonly used to measure performance of U.S. stocks. One cannot invest directly in an index. The Price/Earnings ratio (P/E) is the most common measure of how expensive a stock is. The Earnings per Share (EPS) is calculated by taking the total earnings divided by the number of shares outstanding. The information contained in this report is authorized for us when preceded or accompanied by a prospectus. Mutual fund investing involves risk. Principal loss is possible The Fund is distributed by Quasar Distributors, LLC 06/04. NATIONAL ASSET MANAGEMENT CORE EQUITY FUND Comparison of the change in value of a hypothetical $10,000 investment in National Asset Management Core Equity Fund versus the S&P 500 Composite Stock Price Index. National Asset Management S&P 500 Composite Date Core Equity Fund Stock Price Index ---- ------------------------- ----------------- 6/2/99 $10,000 $10,000 7/31/99 $10,410 $10,279 10/31/99 $10,720 $10,577 1/31/2000 $10,915 $10,853 4/30/2000 $11,426 $11,337 7/31/2000 $11,266 $11,199 10/31/2000 $11,746 $11,220 1/31/2001 $11,416 $10,754 4/30/2001 $10,497 $9,866 7/31/2001 $10,174 $9,594 10/31/2001 $8,881 $8,425 1/31/2002 $9,848 $9,017 4/30/2002 $9,208 $8,619 7/31/2002 $7,858 $7,327 10/31/2002 $7,371 $7,152 1/31/2003 $7,039 $6,941 4/30/2003 $7,527 $7,472 7/31/2003 $8,157 $8,107 10/31/2003 $8,656 $8,639 1/31/2004 $9,157 $9,341 4/30/2004 $8,779 $9,181 Since Inception 1-year 3-year (6/2/99) ------ ------ --------------- National Asset Management Core Equity Fund 16.64% -5.78% -2.61% S&P 500 Composite Stock Price Index 22.81% -2.45% -1.72% The Fund commenced operations on June 2, 1999. Performance data quoted represents past performance and is no guarantee of future results. Share value will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than the original investment. Current performance of the fund may be lower or higher than performance quoted. Performance current to the most recent month end may be obtained by calling 1-866-205-0527. The performance data and graph do not reflect the deduction of taxes that a shareholder would pay on dividends, capital gain distributions, or redemption of Fund shares. The S&P 500 Composite Stock Price Index is an unmanaged capitalization-weighted index of 500 stocks designed to represent the broad domestic economy. Average annual total return represents the average change in account value over the periods indicated. SCHEDULE OF INVESTMENTS AT APRIL 30, 2004 Shares COMMON STOCKS: 99.57% Market Value ------ ---------------------- ------------ ALUMINUM: 1.32% 5,070 Alcoa, Inc. $ 155,903 ----------- BASIC INDUSTRY: 5.74% 3,430 Air Products and Chemicals, Inc. 170,848 1,944 Emerson Electric Co. 117,068 6,800 Praxair, Inc. 248,540 2,360 Weyerhaeuser Co. 139,712 ----------- 676,168 ----------- BANKS: 6.35% 8,606 Citigroup, Inc. 413,862 3,570 State Street Corp. 174,216 5,520 The Bank of New York Co., Inc. 160,853 ----------- 748,931 ----------- BIOTECHNOLOGY: 1.09% 2,290 Amgen* 128,858 ----------- CAPITAL GOODS: 10.27% 2,150 Deere & Co. 146,286 10,137 General Electric Co. 303,603 5,860 Honeywell International, Inc. 202,639 4,580 Ingersoll-Rand Co. - Class A# 295,639 850 Masco Corp. 23,808 2,780 United Technologies Corp. 239,803 ----------- 1,211,778 ----------- CHEMICALS - DIVERSIFIED: 3.56% 3,400 Eastman Chemical Co. 144,738 3,570 E.I. Du Pont de Nemours and Co. 153,331 2,050 PPG Industries, Inc. 121,586 ----------- 419,655 ----------- CONSUMER CYCLICAL: 7.64% 3,370 Bed Bath & Beyond, Inc. * 125,094 4,960 Lowes Companies 258,218 5,620 Target Corp. 243,739 4,506 The Home Depot, Inc. 158,566 2,012 Wal-Mart Stores, Inc. 114,684 ----------- 900,301 ----------- CONSUMER STAPLES: 5.60% 3,610 PepsiCo, Inc. 196,709 1,840 The Procter & Gamble Co. 194,580 7,810 Walgreen Co. 269,289 ----------- 660,578 ----------- DIVERSIFIED MANUFACTURING: 3.55% 4,930 Eaton Corp. 292,743 1,460 Illinois Tool Works 125,867 ----------- 418,610 ----------- E-COMMERCE: 1.39% 2,050 eBay, Inc.* 163,631 ----------- FINANCE: 16.10% 5,381 Fannie Mae 369,782 2,780 Freddie Mac 162,352 7,670 MBNA Corp. 186,995 5,547 Morgan Stanley 285,060 5,028 Radian Group, Inc. 233,852 2,780 The Allstate Corp. 127,602 3,230 The Goldman Sachs Group, Inc. 312,503 5,100 The PMI Group, Inc. 219,453 ----------- 1,897,599 ----------- HEALTHCARE: 8.96% 6,695 Johnson & Johnson 361,731 3,680 Medtronic, Inc. 185,693 14,230 Pfizer, Inc. 508,865 ----------- 1,056,289 ----------- MULTIMEDIA: 1.25% 3,820 Viacom, Inc. 147,643 ----------- PAPER & RELATED PRODUCTS: 1.65% 4,820 International Paper Co. 194,342 ----------- SEMICONDUCTOR & RELATED: 1.31% 8,470 Applied Materials, Inc.* 154,408 ----------- SOFTWARE: 1.29% 3,370 Symantec Corp.* 151,819 ----------- TECHNOLOGY: 21.41% 6,730 Altera Corp.* 134,667 17,632 Cisco Systems, Inc.* 367,980 7,110 Dell Computer Corp.* 246,788 4,930 EMC Corp.* 55,019 11,238 Intel Corp. 289,154 1,770 International Business Machines 156,061 7,390 Jabil Circuit, Inc.* 195,022 4,510 Linear Technology Corp. 160,691 2,150 Maxim Integrated Products, Inc. 98,879 14,230 Microsoft Corp. 369,553 11,450 Oracle Corp.* 128,469 1,940 QUALCOMM, Inc. 121,172 8,020 Texas Instruments Inc. 201,302 ----------- 2,524,757 ----------- TECHNOLOGY - DATA PROCESSING: 1.09% 2,820 First Data 128,000 ----------- Total Common Stocks (Cost $11,264,093) 11,739,270 Other Assets in Excess of Liabilities: 0.43% 50,390 ----------- Net Assets: 100.00% $11,789,660 ----------- ----------- * Non-income producing security. # U.S. Security of foreign issuer. See accompanying Notes to Financial Statements. STATEMENT OF ASSETS AND LIABILITIES AT APRIL 30, 2004 ASSETS Investments in securities, at value (identified cost $11,264,093) $11,739,270 Receivables Securities Sold 678,790 Dividends 13,513 Interest 21 Due from Advisor 7,587 Prepaid expenses 775 ----------- Total assets 12,439,956 ----------- LIABILITIES Cash overdraft 613,418 Payables Due to Custodian 7,235 Due to Transfer Agent 4,611 Due to Fund Accounting 4,554 Due to Administrator 2,466 Accrued expenses 18,012 ----------- Total liabilities 650,296 ----------- NET ASSETS $11,789,660 ----------- ----------- NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE [$11,789,660/1,373,250 shares outstanding; unlimited number of shares (par value $0.01) authorized] $8.59 ----- ----- COMPONENTS OF NET ASSETS Paid-in capital $18,216,533 Undistributed net investment income 82,815 Accumulated net realized loss on investments (6,984,865) Net unrealized appreciation on investments 475,177 ----------- Net assets $11,789,660 ----------- ----------- See accompanying Notes to Financial Statements. STATEMENT OF OPERATIONS FOR THE YEAR ENDED APRIL 30, 2004 INVESTMENT INCOME Income Dividend $ 232,943 Interest 494 ---------- Total income 233,437 ---------- Expenses Advisory fees (Note 3) 79,275 Administration fee (Note 3) 32,527 Fund accounting fees 22,362 Professional fees 25,331 Custodian fees 22,664 Transfer agent fees 17,163 Reports to shareholders 7,521 Trustees' fees 6,518 Registration fees 6,032 Miscellaneous 3,510 Insurance fees 1,341 ---------- Total expenses 224,244 Less, advisory fee waiver (Note 3) (73,622) ---------- Net expenses 150,622 ---------- Net investment income 82,815 ---------- REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS Net realized loss from security transactions (548,672) Net change in unrealized appreciation on investments 3,259,730 ---------- Net realized and unrealized gain on investments 2,711,058 ---------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $2,793,873 ---------- ---------- See accompanying Notes to Financial Statements. STATEMENTS OF CHANGES IN NET ASSETS Year Ended Year Ended April 30, 2004 April 30, 2003 -------------- -------------- INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: Net investment income $ 82,815 $ 79,473 Net realized loss on security transactions (548,672) (5,368,001) Net change in unrealized appreciation on investments 3,259,730 773,520 ----------- ----------- NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 2,793,873 (4,515,008) ----------- ----------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS Net investment income (79,467) (34,779) Net realized gain on security transactions -- -- ----------- ----------- (79,467) (34,779) ----------- ----------- TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST Net decrease in net assets derived from net change in outstanding shares (a) (7,266,982) (2,901,801) ----------- ----------- TOTAL DECREASE IN NET ASSETS (4,552,576) (7,451,588) NET ASSETS Beginning of year 16,342,236 23,793,824 ----------- ----------- END OF YEAR $11,789,660 $16,342,236 ----------- ----------- ----------- ----------- Undistributed net investment income $ 82,815 $ 79,467 ----------- ----------- ----------- -----------
(a) A summary of shares transactions is as follows: Year Ended Year Ended April 30, 2004 April 30, 2003 ------------------- -------------------- Shares Value Shares Value ------ ----- ------ ----- Shares sold 81,600 $ 670,216 256,382 $ 1,977,605 Shares issued in reinvestment of distributions 6,801 60,323 4,018 28,450 Shares redeemed (923,789) (7,997,521) (674,920) (4,907,856) -------- ----------- -------- ----------- Net decrease (835,388) $(7,266,982) (414,520) $(2,901,801) -------- ----------- -------- ----------- -------- ----------- -------- ----------- See accompanying Notes to Financial Statements. FINANCIAL HIGHLIGHTS FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD June 2, 1999* Year Ended April 30, through 2004 2003 2002 2001 April 30, 2000 ---- ---- ---- ---- -------------- Net asset value, beginning of period $7.40 $9.07 $10.39 $11.42 $10.00 ----- ----- ------ ------ ------ Income from investment operations: Net investment income 0.06 0.03 0.01 0.01 0.01 Net realized and unrealized gain/(loss) on investments 1.17 (1.69) (1.28) (0.92) 1.42 ----- ----- ------ ------ ------ Total from investment operations 1.23 (1.66) (1.27) (0.91) 1.43 ----- ----- ------ ------ ------ Less distributions: From net investment income (0.04) (0.01) (0.01) (0.01) (0.01) From net realized gains -- -- (0.04) (0.11) -- ----- ----- ------ ------ ------ (0.04) (0.01) (0.05) (0.12) (0.01) ----- ----- ------ ------ ------ Net asset value, end of period $8.59 $7.40 $ 9.07 $10.39 $11.42 ----- ----- ------ ------ ------ ----- ----- ------ ------ ------ Total return 16.64% (18.26%) (12.28%) (8.13%) 14.26%++ Ratios/supplemental data: Net assets, end of period (000) $11,790 $16,342 $23,794 $24,451 $10,606 Ratio of expenses to average net assets: Before expense reimbursement 1.42% 1.24% 1.13% 1.27% 5.47%+ After expense reimbursement 0.95% 0.95% 0.95% 0.95% 0.95%+ Ratio of net investment income to average net assets: After expense reimbursement 0.52% 0.41% 0.14% 0.12% 0.14%+ Portfolio turnover rate 38.62% 30.37% 29.99% 21.88% 20.80%++
* Commencement of operations. + Annualized. ++ Not Annualized. See accompanying Notes to Financial Statements. NOTES TO FINANCIAL STATEMENTS AT APRIL 30, 2004 NOTE 1 - ORGANIZATION The National Asset Management Core Equity Fund (the "Fund") is a series of shares of beneficial interest of Advisors Series Trust (the "Trust"), which is registered under the Investment Company Act of 1940 as an open-ended management investment company. The Fund is a diversified fund, which began operations on June 2, 1999. The investment objective of the Fund is to earn a high total return consisting of capital appreciation and current income by investing in common stocks of large and middle capitalization U.S. companies. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America. A. Security Valuation: The Fund's investments are carried at fair value. Securities that are primarily traded on a national securities exchange shall be valued at the last sale price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale on such day, at the mean between the bid and asked prices. Securities primarily traded in the NASDAQ National Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price ("NOCP"). If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and asked prices. Over-the-counter ("OTC") securities which are not traded in the NASDAQ National Market System shall be valued at the most recent trade price. Securities for which market quotations are not readily available, if any, are valued following procedures approved by the Board of Trustees. Short-term investments are valued at amortized cost, which approximates market value. U.S. Government securities with less than 60 days remaining to maturity when acquired by the Fund are valued on an amortized cost basis. U.S. Government securities with more than 60 days remaining to maturity are valued at their current market value (using the mean between the bid and asked price) until the 60th day prior to maturity, and are then valued at amortized cost based upon the value on such date unless the Board of Trustees determines during such 60-day period that amortized cost does not represent fair value. B. Federal Income Taxes: It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no Federal income tax provision is required. C. Security Transactions, Dividends and Distributions: Security transactions are accounted for on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. Dividend income and distributions to shareholders are recorded on the ex-dividend date. The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations which differs from accounting principles generally accepted in the United States of America. To the extent these book/tax differences are permanent such amounts are reclassified within the capital accounts based on their Federal tax treatment. D. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates. NOTE 3 - INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES For the year ended April 30, 2004, INVESCO - National Asset Management Corporation (the "Advisor") provided the Fund with investment management services under an Investment Advisory Agreement. The Advisor furnished all investment advice, office space, facilities, and provides most of the personnel needed by the Fund. As compensation for its services, the Advisor is entitled to a monthly fee at the annual rate of 0.50% based upon the average daily net assets of the Fund. For the year ended, April 30, 2004, the Fund incurred $79,275 in advisory fees. The Fund is responsible for its own operating expenses. The Advisor has agreed to reduce fees payable to it by the Fund and to pay Fund operating expenses to the extent necessary to limit the Fund's aggregate annual operating expenses to 0.95% of average net assets (the "expense cap"). Any such reduction made by the Advisor in its fees or payment of expenses which are the Fund's obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. The Advisor is permitted to be reimbursed only for fee reductions and expense payments made in the previous three fiscal years, but is permitted to look back five years and four years, respectively, during the initial six years and seventh year of the Fund's operations. Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund's payment of current ordinary operating expenses. For the year ended April 30, 2004, the Advisor reduced its fees and absorbed Fund expenses in the amount of $73,622; no amounts were reimbursed to the Advisor. Cumulative expenses subject to recapture pursuant to the aforementioned conditions amounted to $331,135 at April 30, 2004. Cumulative expenses subject to recapture expire as follows: Year Amount ---- ------ 2005 $157,391 2006 $100,122 2007 $ 73,622 U.S. Bancorp Fund Services, LLC (the "Administrator") acts as the Fund's Administrator under an Administration Agreement. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Fund's custodian, transfer agent and accountants; coordinates the preparation and payment of the Fund's expenses and reviews the Fund's expense accruals. For its services, the Administrator receives a monthly fee at the following annual rate: Fund asset level Fee rate - ---------------- -------- Less than $15 million $30,000 $15 million to less than $50 million 0.20% of average daily net assets $50 million to less than $100 million 0.15% of average daily net assets $100 million to less than $150 million 0.10% of average daily net assets More than $150 million 0.05% of average daily net assets For the year ended April 30, 2004, the Fund incurred $32,527 in administration fees. Quasar Distributors, L.L.C. (the "Distributor") acts as the Fund's principal underwriter in a continuous public offering of the Fund's shares. The Distributor is an affiliate of the Administrator. For the fiscal years ended April 30, 2004 the Distributor did not receive any sales commission from the Funds. Certain officers of the Fund are also officers of the Administrator. NOTE 4 - PURCHASES AND SALES OF SECURITIES For the year ended, April 30, 2004, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were $5,957,597 and $12,964,456, respectively. NOTE 5 - INCOME TAXES Net investment income and net realized gains differ for financial statement and tax purposes due to differing treatments of wash sale losses deferred and losses realized subsequent to October 31 on the sale of securities. As of April 30, 2004, the components of net assets on a tax basis were as follows: Cost of investments $11,429,769 Gross tax unrealized appreciation $ 1,202,070 Gross tax unrealized depreciation (892,569) ----------- Net tax unrealized appreciation $ 309,501 ----------- ----------- Cumulative tax cost adjustments $ 165,676 ----------- Capital loss carryforwards: Expiring in 2010 $ (312,802) Expiring in 2011 (2,881,258) Expiring in 2012 (3,625,129) ----------- $(6,819,189) ----------- ----------- Undistributed ordinary income $ 82,815 ----------- ----------- Net capital losses incurred after October 31, and within the taxable year are deemed to arise on the first business day of the Fund's next taxable year. As of April 30, 2004, the Fund had no post-October losses. The tax composition of dividends during the year ended April 30, 2004 and the year ended April 30, 2003, was as follows: April 30, 2004 April 30, 2003 -------------- -------------- Ordinary income $79,467 $34,779 Long term capital gains -- -- NOTE 6 - CHANGE OF AUDITORS On June 13, 2003, PricewaterhouseCoopers LLP ("PwC") resigned as the independent accountants for the National Asset Management Core Equity Fund (the "Fund"), a series of Advisors Series Trust (the "Company"). On June 13, 2003, the Company retained Tait Weller & Baker CPA's, LLP ("Tait") as the independent accountants for the Funds. The retention of Tait as the independent accountants of the Fund has been approved by the Company's Audit Committee and Board of Trustees. The reports of PwC on the financial statements of the Fund for the past two fiscal years contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with its audits for the two most recent fiscal years and through June 13, 2003, there have been no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC would have caused them to make reference thereto in their report on the financial statements for such years. REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Board of Trustees and Shareholders of Advisors Series Trust Milwaukee, Wisconsin We have audited the accompanying statement of assets and liabilities of National Asset Management Core Equity Fund, a series of Advisors Series Trust, including the schedule of investments, as of April 30, 2004, and the related statement of operations, statement of changes in net assets and financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. The statement of changes in net assets for the year ended April 30, 2003 and the financial highlights for each of the three years in the period ended April 30, 2003 and the period June 2, 1999 through April 30, 2000 were audited by other auditors, whose report dated June 6, 2003 expressed an unqualified opinion on such financial statement and financial highlights. We conducted our audit in accordance with the standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2004 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of National Asset Management Core Equity Fund as of April 30, 2004, and the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America. TAIT, WELLER & BAKER Philadelphia, Pennsylvania June 9, 2004 NOTICE TO SHAREHOLDERS APRIL 30, 2004 (UNAUDITED) How To Obtain A Copy Of The Funds' Proxy Voting Policies A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available without charge upon request by calling 1-866-205-0527 or on the U.S. Securities and Exchange Commission's website at sec.gov. INFORMATION ABOUT TRUSTEES AND OFFICERS (UNAUDITED) This chart provides information about the Trustees and Officers who oversee your Fund. Officers elected by the Trustees manage the day-to-day operations of the Fund and execute policies formulated by the Trustees. INDEPENDENT TRUSTEES NAME, AGE NUMBER OF ADDRESS TRUSTEE FUNDS IN COMPLEX PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS OF FUND OVERSEEN AND OTHER DIRECTORSHIPS SINCE BY TRUSTEE - ---------------------------------------------- ------- ---------------- Walter E. Auch, Born 1921 1997 16 2020 E. Financial Way Glendora, CA 91741 Management Consultant. Other Directorships: Nicholas-Applegate Funds, Citigroup, Legend Properties, Pimco Advisors, LLP and Senele Group James Clayburn LaForce, Born 1927 2002 16 2020 E. Financial Way Glendora, CA 91741 Dean Emeritus, John E. Anderson Graduate School of Management, University of California, Los Angeles. Other Directorships: The Payden & Rygel Investment Group, The Metzler/Payden Investment Group, PIC Investment Trust, PIC Small Cap Portfolio, PIC Balanced Portfolio, PIC Growth Portfolio, PIC Mid Cap Portfolio, Black Rock Funds, Jacobs Engineering, Arena Pharmaceuticals, Cancervax Donald E. O'Connor, Born 1936 1997 16 2020 E. Financial Way Glendora, CA 91741 Financial Consultant, formerly Executive Vice President and Chief Operating Officer of ICI Mutual Insurance Company (until January, 1997). Other Directorships: The Forward Funds George J. Rebhan, Born 1934 2002 16 2020 E. Financial Way Glendora, CA 91741 Retired; formerly President, Hotchkis and Wiley Funds (mutual funds) from 1985 to 1993. Other Directorships: E*Trade Funds George T. Wofford III, Born 1939 1997 16 2020 E. Financial Way Glendora, CA 91741 Senior Vice President, Information Services, Federal Home Loan Bank of San Francisco. Other Directorships: None INTERESTED TRUSTEES AND OFFICERS Eric M. Banhazl, Born 1957 1997 16 2020 E. Financial Way Glendora, CA 91741 Trustee and President Senior Vice President, U.S. Bancorp Fund Services, LLC, the Fund's administrator (since July 2001); Treasurer, Investec Funds; formerly, Executive Vice President, Investment Company Administration, LLC ("ICA") (The Fund's former administrator). Other Directorships: None Chad E. Fickett, Born 1973 2002 16 615 E. Michigan Street Milwaukee, WI 53202 Secretary Compliance Administrator, U.S. Bancorp Fund Services, LLC (since July 2000). Directorships: None Douglas G. Hess, Born 1967 2002 16 615 E. Michigan Street Milwaukee, WI 53202 Treasurer Vice President Compliance and Administration, U.S. Bancorp Fund Services, LLC (since March 1997). Directorships: None
ADVISOR INVESCO - National Asset Management 400 West Market Street, Suite 2500 Louisville, KY 40202 DISTRIBUTOR Quasar Distributors, LLC 615 East Michigan Street, 2nd Floor Milwaukee, WI 53202 CUSTODIAN U.S. Bank, N.A. 425 Walnut Street Cincinnati, OH 45202 TRANSFER AGENT U.S. Bancorp Fund Services, LLC 615 East Michigan Street, 2nd Floor Milwaukee, WI 53202 1-866-205-0527 INDEPENDENT AUDITORS Tait, Weller & Baker 1818 Market Street, Suite 2400 Philadelphia, PA 19103 LEGAL COUNSEL Paul, Hastings, Janofsky & Walker, LLP 55 Second Street, 24th Floor San Francisco, CA 94105 This report is intended for the shareholders of the Fund and may not be used as sales literature unless preceded or accompanied by a current prospectus. For a current prospectus please call 1-866-205-0527. Past performance results shown in this report should not be considered a representation of future performance. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are dated and are subject to change. ITEM 2. CODE OF ETHICS. - ----------------------- The registrant has adopted a code of ethics that applies to the registrant's principal executive officer and principal financial officer. The registrant has not made any amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report. A copy of the registrant's Code of Ethics is filed herewith. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. - ---------------------------------------- The registrant's board of trustees has determined that it does not have an audit committee financial expert serving on its audit committee. At this time, the registrant believes that the experience provided by each member of the audit committee together offers the registrant adequate oversight for the registrant's level of financial complexity. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. - ----------------------------------------------- The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. "Audit services" refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. "Audit-related services" refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. "Tax services" refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no "other services" provided by the principal accountant. The following table details the aggregate fees billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant. FYE 4/30/04 FYE 4/30/03 ------------ ------------ Audit Fees $13,000 $17,500 Audit-Related Fees N/A N/A Tax Fees $2,000 $1,250 All Other Fees N/A N/A The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant. All of the principal accountant's hours spent on auditing the registrant's financial statements were attributed to work performed by full-time permanent employees of the principal accountant. The following table indicates the non-audit fees billed by the registrant's accountant for services to the registrant and to the registrant's investment adviser (and any other controlling entity, etc.--not sub-adviser) for the last two years. The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant's independence. Non-Audit Related Fees FYE 4/30/2004 FYE 4/30/2003 ---------------------- ------------- ------------- Registrant N/A N/A Registrant's Investment Adviser N/A N/A ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. - ---------------------------------------------- Not applicable to open-end investment companies. ITEM 6. SCHEDULE OF INVESTMENTS. - -------------------------------- Not applicable for periods ending before July 9, 2004. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END - ------------------------------------------------------------------------- MANAGEMENT INVESTMENT COMPANIES. - -------------------------------- Not applicable to open-end investment companies. ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT - --------------------------------------------------------------------------- COMPANY AND AFFILIATED PURCHASES. - --------------------------------- Not applicable to open-end investment companies. ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. - ------------------------------------------------------------ There have been no material changes to the procedures by which shareholders may recommend nominees to the registrants Board of Trustees. ITEM 10. CONTROLS AND PROCEDURES. - --------------------------------- (a) The Registrant's President/Chief Executive Officer and Treasurer/Chief Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "1940 Act")) are effective as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 15d-15(b) under the Securities Exchange Act of 1934, as amended. (b) There were no significant changes in the Registrant's internal controls or in other factors that occurred during the Registrant's last fiscal half- year that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. ITEM 11. EXHIBITS. - ----------------- (a) (1) Any code of ethics or amendment thereto, that is subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith. (2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. (3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies. (b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Advisors Series Trust --------------------- By (Signature and Title) /s/ Eric M. Banhazl -------------------------- Eric M. Banhazl, President Date 7/2/04 ---------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ Eric M. Banhazl -------------------------- Eric M. Banhazl, President Date 7/2/04 ---------- By (Signature and Title)* /s/ Douglas G. Hess -------------------------- Douglas G. Hess, Treasurer Date 7/2/04 ---------- * Print the name and title of each signing officer under his or her signature. EX-99.CODE ETH 2 namcef-ex99codeeth.txt EX.99.CODE ETH EXHIBIT A - --------- ADVISORS SERIES TRUST CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER & PRINCIPAL FINANCIAL OFFICER Advisors Series Trust (the "Trust") requires its Principal Executive Officer, Principal Financial Officer, or other Trust officers performing similar functions (the "Principal Officers"), to maintain the highest ethical and legal standards while performing their duties and responsibilities to the Trust and each of its series (each a "Fund," collectively the "Funds"), with particular emphasis on those duties that relate to the preparation and reporting of the financial information of the Funds. The following principles and responsibilities shall govern the professional conduct of the Principal Officers: 1. HONEST AND ETHICAL CONDUCT. The Principal Officers shall act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships, and shall report any material transaction or relationship that reasonably could be expected to give rise to such conflict between their interests and those of a Fund to the Audit Committee, the full Board of Trustees of the Trust, and, in addition, to any other appropriate person or entity that may reasonably be expected to deal with any conflict of interest in timely and expeditious manner. The Principal Officers shall act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing their independent judgment to be subordinated or compromised. 2. FINANCIAL RECORDS AND REPORTING The Principal Officers shall provide full, fair, accurate, timely and understandable disclosure in the reports and/or other documents to be filed with or submitted to the Securities and Exchange Commission or other applicable body by a Fund, or that is otherwise publicly disclosed or communicated. The Principal Officers shall comply with applicable rules and regulations of federal, state, and local governments, and other appropriate private and public regulatory agencies. The Principal Officers shall respect the confidentiality of information acquired in the course of their work and shall not disclose such information except when authorized or legally obligated to disclose. The Principal Officers will not use confidential information acquired in the course of their duties as Principal Officers. The Principal Officers shall share knowledge and maintain skills important and relevant to the Trust's needs; shall proactively promote ethical behavior of the Trust's employees and as a partner with industry peers and associates; and shall maintain control over and responsibly manage assets and resources employed or entrusted to them by the Trust. 3. COMPLIANCE WITH LAWS, RULES AND REGULATIONS The Principal Officers shall establish and maintain mechanisms to oversee the compliance of the Funds with applicable federal, state or local law, regulation or administrative rule, and to identify, report and correct in a swift and certain manner, any detected deviations from applicable federal, state or local law regulation or rule. 4. COMPLIANCE WITH THIS CODE OF ETHICS The Principal Officers shall promptly report any violations of this Code of Ethics to the Audit Committee as well as the full Board of Trustees of the Trust and shall be held accountable for strict adherence to this Code of Ethics. A proven failure to uphold the standards stated herein shall be grounds for such sanctions as shall be reasonably imposed by the Board of Trustees of the Trust. 5. AMENDMENT AND WAIVER This Code of Ethics may only be amended or modified by approval of the Board of Trustees. Any substantive amendment that is not technical or administrative in nature or any material waiver, implicit or otherwise, of any provision of this Code of Ethics, shall be communicated publicly in accordance with Item 2 of Form N-CSR under the Investment Company Act of 1940. EX-99.CERT 3 namcef-ex99cert302.txt CERTIFICATIONS -------------- I, Eric M. Banhazl, certify that: 1. I have reviewed this report on Form N-CSR of Advisors Series Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Omitted; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 7/2/04 /s/ Eric M. Banhazl ---------- ------------------- Eric M. Banhazl President CERTIFICATIONS -------------- I, Douglas G. Hess, certify that: 1. I have reviewed this report on Form N-CSR of Advisors Series Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 2. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Omitted; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 7/2/04 /s/ Douglas G. Hess ---------- ------------------- Douglas G. Hess Treasurer EX-99.906 CERT 4 namcef-ex99cert906.txt CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT --------------------------------------------------------------- Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of the Advisors Series Trust, does hereby certify, to such officer's knowledge, that the report on Form N-CSR of the Advisors Series Trust for the year ended April 30, 2004, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable, and that the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Advisors Series Trust for the stated period. /s/ Eric M. Banhazl /s/ Douglas G. Hess - -------------------------------- -------------------------------- Eric M. Banhazl Douglas G. Hess President, Advisors Series Trust Treasurer, Advisors Series Trust Dated: 7/2/04 ---------- This statement accompanies this report on Form N-CSR pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed as filed by Advisors Series Trust for purposes of the Securities Exchange Act of 1934. -----END PRIVACY-ENHANCED MESSAGE-----