Letter to Shareholders
|
1
|
Performance Summary
|
3
|
Expense Example
|
4
|
Sector Allocation of Portfolio Assets
|
5
|
Schedule of Investments
|
6
|
Statement of Assets and Liabilities
|
10
|
Statement of Operations
|
11
|
Statements of Changes in Net Assets
|
12
|
Financial Highlights
|
13
|
Notes to Financial Statements
|
14
|
Report of Independent Registered Public Accounting Firm
|
21
|
Notice to Shareholders
|
22
|
Householding
|
22
|
Information about Trustees and Officers
|
23
|
Privacy Notice
|
25
|
Since
|
|||
Average Annual Total Return:
|
1 Year
|
5 Year
|
Inception(1)
|
O’Shaughnessy Market Leaders Value Fund – Class I
|
50.66%
|
13.62%
|
14.23%
|
Russell 1000® Value Index
|
39.32%
|
11.41%
|
13.25%
|
(1)
|
The Fund commenced operations on February 26, 2016.
|
Beginning
|
Ending
|
Expenses Paid
|
|
Account Value
|
Account Value
|
During Period*
|
|
2/1/21
|
7/31/21
|
2/1/21 – 7/31/21
|
|
Actual
|
$1,000.00
|
$1,227.00
|
$2.87
|
Hypothetical (5% return before expenses)
|
$1,000.00
|
$1,022.22
|
$2.61
|
*
|
Expenses are equal to the Fund’s annualized expense ratio of 0.52% for Class I, multiplied by the average account value over the period, multiplied by 181 (days in the most recent fiscal
half-year)/365 days to reflect the one-half year expense.
|
Shares
|
Value
|
||||||
COMMON STOCKS – 89.49%
|
|||||||
Aerospace & Defense – 3.66%
|
|||||||
33,948
|
L3Harris Technologies, Inc.
|
$
|
7,697,370
|
||||
4,508
|
Northrop Grumman Corp.
|
1,636,494
|
|||||
9,333,864
|
|||||||
Biotechnology – 2.56%
|
|||||||
12,351
|
Amgen, Inc.
|
2,983,261
|
|||||
8,158
|
Biogen, Inc.*
|
2,665,463
|
|||||
12,761
|
Gilead Sciences, Inc.
|
871,449
|
|||||
6,520,173
|
|||||||
Building Products – 3.51%
|
|||||||
70,437
|
Johnson Controls International PLC#
|
5,030,610
|
|||||
65,649
|
Masco Corp.
|
3,919,901
|
|||||
8,950,511
|
|||||||
Capital Markets – 5.38%
|
|||||||
32,684
|
Ameriprise Financial, Inc.
|
8,418,091
|
|||||
19,469
|
Morgan Stanley
|
1,868,635
|
|||||
10,723
|
State Street Corp.
|
934,402
|
|||||
12,184
|
T. Rowe Price Group, Inc.
|
2,487,485
|
|||||
13,708,613
|
|||||||
Chemicals – 4.26%
|
|||||||
41,779
|
Celanese Corp.
|
6,507,915
|
|||||
43,859
|
LyondellBasell Industries NV – Class A#
|
4,356,514
|
|||||
10,864,429
|
|||||||
Commercial Banks – 4.22%
|
|||||||
52,716
|
Bank of America Corp.
|
2,022,186
|
|||||
23,202
|
Citigroup, Inc.
|
1,568,919
|
|||||
80,285
|
Fifth Third Bancorp
|
2,913,543
|
|||||
14,764
|
JPMorgan Chase & Co.
|
2,240,880
|
|||||
9,805
|
PNC Financial Services Group, Inc.
|
1,788,530
|
|||||
3,775
|
U.S. Bancorp
|
209,664
|
|||||
10,743,722
|
|||||||
Computers & Peripherals – 0.52%
|
|||||||
16,526
|
NetApp, Inc.
|
1,315,304
|
|||||
Consumer Finance – 3.24%
|
|||||||
175,779
|
Synchrony Financial
|
8,265,129
|
|||||
Containers & Packaging – 2.37%
|
|||||||
523,571
|
Amcor PLC#
|
6,052,481
|
|||||
Diversified Financial Services – 1.11%
|
|||||||
92,037
|
Equitable Holdings, Inc.
|
2,841,182
|
Shares
|
Value
|
||||||
COMMON STOCKS (Continued)
|
|||||||
Diversified Telecommunication Services – 3.87%
|
|||||||
170,296
|
AT&T, Inc.
|
$
|
4,776,803
|
||||
408,276
|
Lumen Technologies, Inc.
|
5,091,202
|
|||||
9,868,005
|
|||||||
Electrical Equipment – 2.16%
|
|||||||
34,852
|
Eaton Corp. PLC#
|
5,508,359
|
|||||
Food & Staples Retailing – 2.78%
|
|||||||
138,590
|
Kroger Co.
|
5,640,613
|
|||||
30,703
|
Walgreens Boots Alliance, Inc.
|
1,447,646
|
|||||
7,088,259
|
|||||||
Food Products – 2.66%
|
|||||||
60,168
|
Conagra Brands, Inc.
|
2,015,026
|
|||||
31,745
|
JM Smucker Co.
|
4,162,087
|
|||||
9,541
|
Kellogg Co.
|
604,518
|
|||||
6,781,631
|
|||||||
Health Care Providers & Services – 4.64%
|
|||||||
41,591
|
McKesson Corp.
|
8,477,494
|
|||||
12,364
|
Molina Healthcare, Inc.*
|
3,375,496
|
|||||
11,852,990
|
|||||||
Household Durables – 0.87%
|
|||||||
40,494
|
PulteGroup, Inc.
|
2,221,906
|
|||||
Household Products – 0.32%
|
|||||||
6,014
|
Kimberly-Clark Corp.
|
816,220
|
|||||
Insurance – 4.64%
|
|||||||
45,380
|
Allstate Corp.
|
5,901,668
|
|||||
48,371
|
MetLife, Inc.
|
2,791,007
|
|||||
19,992
|
Progressive Corp.
|
1,902,439
|
|||||
12,033
|
Prudential Financial, Inc.
|
1,206,669
|
|||||
11,801,783
|
|||||||
Internet & Direct Marketing Retail – 2.38%
|
|||||||
88,967
|
eBay, Inc.
|
6,068,439
|
|||||
IT Services – 1.50%
|
|||||||
4,086
|
Jack Henry & Associates, Inc.
|
711,332
|
|||||
133,785
|
Western Union Co.
|
3,105,150
|
|||||
3,816,482
|
|||||||
Life Sciences Tools & Services – 2.17%
|
|||||||
14,182
|
Waters Corp.*
|
5,528,285
|
|||||
Machinery – 2.09%
|
|||||||
23,000
|
Cummins, Inc.
|
5,338,300
|
Shares
|
Value
|
||||||
COMMON STOCKS (Continued)
|
|||||||
Media – 6.07%
|
|||||||
43,061
|
Altice USA, Inc. – Class A*
|
$
|
1,323,265
|
||||
7,356
|
Charter Communications, Inc. – Class A*
|
5,473,232
|
|||||
38,220
|
Discovery, Inc. – Class A*
|
1,108,762
|
|||||
227,655
|
Liberty Global PLC – Class C*#+
|
6,114,812
|
|||||
20,259
|
Omnicom Group, Inc.
|
1,475,261
|
|||||
15,495,332
|
|||||||
Multi-line Retail – 0.40%
|
|||||||
4,340
|
Dollar General Corp.
|
1,009,658
|
|||||
Oil, Gas & Consumable Fuels – 6.16%
|
|||||||
17,982
|
Chevron Corp.
|
1,830,748
|
|||||
58,192
|
ConocoPhillips
|
3,262,244
|
|||||
12,662
|
Exxon Mobil Corp.
|
728,951
|
|||||
238,320
|
Kinder Morgan, Inc.
|
4,142,002
|
|||||
9,566
|
Valero Energy Corp.
|
640,635
|
|||||
203,662
|
Williams Companies, Inc.
|
5,101,733
|
|||||
15,706,313
|
|||||||
Pharmaceuticals – 0.76%
|
|||||||
28,479
|
Bristol-Myers Squibb Co.
|
1,932,870
|
|||||
Semiconductors & Semiconductor Equipment – 2.46%
|
|||||||
40,520
|
Intel Corp.
|
2,176,734
|
|||||
27,394
|
QUALCOMM, Inc.
|
4,103,621
|
|||||
6,280,355
|
|||||||
Software – 3.20%
|
|||||||
4,096
|
Citrix Systems, Inc.
|
412,672
|
|||||
1,184
|
Fortinet, Inc.*
|
322,332
|
|||||
85,127
|
Oracle Corp.
|
7,417,967
|
|||||
8,152,971
|
|||||||
Specialty Retail – 3.49%
|
|||||||
4,873
|
Advance Auto Parts, Inc.
|
1,033,368
|
|||||
1,379
|
AutoZone, Inc.*
|
2,238,903
|
|||||
10,760
|
Lowe’s Companies, Inc.
|
2,073,344
|
|||||
4,786
|
O’Reilly Automotive, Inc.*
|
2,889,979
|
|||||
4,419
|
Williams-Sonoma, Inc.
|
670,362
|
|||||
8,905,956
|
|||||||
Technology Hardware, Storage & Peripherals – 2.47%
|
|||||||
23,227
|
HP, Inc.
|
670,563
|
|||||
64,262
|
Seagate Technology Holdings PLC#
|
5,648,630
|
|||||
6,319,193
|
Shares
|
Value
|
||||||
COMMON STOCKS (Continued)
|
|||||||
Tobacco – 3.57%
|
|||||||
141,183
|
Altria Group, Inc.
|
$
|
6,782,431
|
||||
23,168
|
Philip Morris International, Inc.
|
2,318,885
|
|||||
9,101,316
|
|||||||
Total Common Stocks (Cost $181,057,394)
|
228,190,031
|
||||||
REITs – 8.34%
|
|||||||
Equity Real Estate Investment Trusts (REITs) – 6.84%
|
|||||||
12,620
|
Boston Properties, Inc.
|
1,481,336
|
|||||
21,016
|
Essex Property Trust, Inc.
|
6,895,349
|
|||||
43,627
|
Simon Property Group, Inc.
|
5,519,688
|
|||||
49,650
|
Ventas, Inc.
|
2,968,077
|
|||||
17,485
|
Weyerhaeuser Co.
|
589,769
|
|||||
17,454,219
|
|||||||
Mortgage Real Estate Investment Trusts (REITs) – 1.50%
|
|||||||
449,099
|
Annaly Capital Management, Inc.
|
3,812,851
|
|||||
Total REITs (Cost $17,942,618)
|
21,267,070
|
||||||
Total Investments in Securities (Cost $199,000,012) – 97.83%
|
249,457,101
|
||||||
Other Assets in Excess of Liabilities – 2.17%
|
5,542,662
|
||||||
Net Assets – 100.00%
|
$
|
254,999,763
|
*
|
Non-income producing security.
|
#
|
U.S. traded security of a foreign issuer.
|
+
|
Non-voting shares.
|
ASSETS
|
||||
Investments in securities, at value (cost $199,000,012)
|
$
|
249,457,101
|
||
Cash
|
4,896,717
|
|||
Receivables:
|
||||
Securities sold
|
17,201
|
|||
Fund shares issued
|
635,058
|
|||
Dividends
|
307,891
|
|||
Dividend tax reclaim
|
11,776
|
|||
Prepaid expenses
|
29,233
|
|||
Total assets
|
255,354,977
|
|||
LIABILITIES
|
||||
Payables:
|
||||
Fund shares redeemed
|
738
|
|||
Securities purchased
|
187,766
|
|||
Administration fees
|
12,716
|
|||
Audit fees
|
21,000
|
|||
Transfer agent fees and expenses
|
23,375
|
|||
Due to Advisor (Note 4)
|
85,691
|
|||
Custody fees
|
2,185
|
|||
Fund accounting fees
|
8,188
|
|||
Chief Compliance Officer fee
|
3,750
|
|||
Trustee fees and expenses
|
954
|
|||
Shareholder reporting
|
7,961
|
|||
Accrued other expenses
|
890
|
|||
Total liabilities
|
355,214
|
|||
NET ASSETS
|
$
|
254,999,763
|
||
CALCULATION OF NET ASSET VALUE PER SHARE
|
||||
Class I Shares
|
||||
Net assets applicable to shares outstanding
|
$
|
254,999,763
|
||
Shares issued and outstanding
|
||||
[unlimited number of shares (par value $0.01) authorized]
|
14,471,505
|
|||
Net asset value, offering and redemption price per share
|
$
|
17.62
|
||
COMPONENTS OF NET ASSETS
|
||||
Paid-in capital
|
$
|
236,152,946
|
||
Total distributable earnings
|
18,846,817
|
|||
Net assets
|
$
|
254,999,763
|
INVESTMENT INCOME
|
||||
Income
|
||||
Dividends
|
$
|
5,106,539
|
||
Total income
|
5,106,539
|
|||
Expenses
|
||||
Advisory fees (Note 4)
|
828,663
|
|||
Transfer agent fees and expenses (Note 4)
|
89,658
|
|||
Administration fees (Note 4)
|
48,147
|
|||
Registration fees
|
34,084
|
|||
Fund accounting fees (Note 4)
|
32,443
|
|||
Audit fees
|
21,000
|
|||
Chief Compliance Officer fee (Note 4)
|
14,997
|
|||
Trustee fees and expenses
|
14,613
|
|||
Reports to shareholders
|
13,959
|
|||
Custody fees (Note 4)
|
13,649
|
|||
Legal fees
|
8,135
|
|||
Miscellaneous expense
|
5,998
|
|||
Insurance expense
|
4,628
|
|||
Total expenses
|
1,129,974
|
|||
Net investment income
|
3,976,565
|
|||
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
|
||||
Net realized gain on investments
|
23,809,540
|
|||
Net change in unrealized appreciation on investments
|
49,922,854
|
|||
Net realized and unrealized gain on investments
|
73,732,394
|
|||
Net increase in net assets resulting from operations
|
$
|
77,708,959
|
Year Ended
|
Year Ended
|
|||||||
July 31, 2021
|
July 31, 2020
|
|||||||
INCREASE/(DECREASE) IN NET ASSETS FROM:
|
||||||||
OPERATIONS
|
||||||||
Net investment income
|
$
|
3,976,565
|
$
|
4,402,606
|
||||
Net realized gain/(loss) on investments
|
23,809,540
|
(31,988,182
|
)
|
|||||
Net change in unrealized
|
||||||||
appreciation/(depreciation) on investments
|
49,922,854
|
(7,659,788
|
)
|
|||||
Net increase/(decrease) in net assets
|
||||||||
resulting from operations
|
77,708,959
|
(35,245,364
|
)
|
|||||
DISTRIBUTIONS TO SHAREHOLDERS
|
||||||||
Net distributions to shareholders
|
(3,799,998
|
)
|
(4,001,095
|
)
|
||||
Total distributions to shareholders
|
(3,799,998
|
)
|
(4,001,095
|
)
|
||||
CAPITAL SHARE TRANSACTIONS
|
||||||||
Net increase/(decrease) in net assets derived
|
||||||||
from net change in outstanding shares (a)
|
20,110,388
|
(7,428,421
|
)
|
|||||
Total increase/(decrease) in net assets
|
94,019,349
|
(46,674,880
|
)
|
|||||
NET ASSETS
|
||||||||
Beginning of year
|
160,980,414
|
207,655,294
|
||||||
End of year
|
$
|
254,999,763
|
$
|
160,980,414
|
||||
(a) A summary of share transactions is as follows:
|
||||||||
Class I Shares
|
||||||||
Net proceeds from shares sold
|
$
|
70,728,038
|
$
|
97,069,831
|
||||
Distributions reinvested
|
3,252,296
|
3,538,840
|
||||||
Payment for shares redeemed+
|
(53,869,946
|
)
|
(108,037,092
|
)
|
||||
Net increase/(decrease) in net assets from capital share transactions
|
$
|
20,110,388
|
$
|
(7,428,421
|
)
|
|||
+ Net of redemption fees of
|
$
|
—
|
$
|
1,196
|
||||
Class I Shares
|
||||||||
Shares sold
|
4,685,590
|
7,811,569
|
||||||
Shares issued on reinvestment of distributions
|
231,645
|
252,594
|
||||||
Shares redeemed
|
(3,915,715
|
)
|
(9,820,961
|
)
|
||||
Net increase/(decrease) in shares outstanding
|
1,001,520
|
(1,756,798
|
)
|
Year
|
Year
|
Year
|
Year
|
Year
|
||||||||||||||||
Ended
|
Ended
|
Ended
|
Ended
|
Ended
|
||||||||||||||||
July 31,
|
July 31,
|
July 31,
|
July 31,
|
July 31,
|
||||||||||||||||
2021
|
2020
|
2019
|
2018
|
2017
|
||||||||||||||||
Net asset value, beginning of year
|
$
|
11.95
|
$
|
13.64
|
$
|
14.78
|
$
|
13.26
|
$
|
10.87
|
||||||||||
Income from investment operations:
|
||||||||||||||||||||
Net investment income
|
0.31
|
0.27
|
†
|
0.24
|
†
|
0.22
|
†
|
0.22
|
†
|
|||||||||||
Net realized and unrealized
|
||||||||||||||||||||
gain/(loss) on investments
|
5.67
|
(1.73
|
)
|
(0.49
|
)
|
1.82
|
2.29
|
|||||||||||||
Total from investment operations
|
5.98
|
(1.46
|
)
|
(0.25
|
)
|
2.04
|
2.51
|
|||||||||||||
Less distributions:
|
||||||||||||||||||||
From net investment income
|
(0.31
|
)
|
(0.23
|
)
|
(0.12
|
)
|
(0.18
|
)
|
(0.12
|
)
|
||||||||||
From net realized gain on investments
|
—
|
—
|
(0.77
|
)
|
(0.34
|
)
|
—
|
|||||||||||||
Total distributions
|
(0.31
|
)
|
(0.23
|
)
|
(0.89
|
)
|
(0.52
|
)
|
(0.12
|
)
|
||||||||||
Redemption fees retained
|
—
|
0.00
|
†^ |
0.00
|
†^ |
0.00
|
†^ |
0.00
|
†^ | |||||||||||
Net asset value, end of year
|
$
|
17.62
|
$
|
11.95
|
$
|
13.64
|
$
|
14.78
|
$
|
13.26
|
||||||||||
Total return
|
50.66
|
%
|
-10.97
|
%
|
-0.90
|
%
|
15.58
|
%
|
23.25
|
%
|
||||||||||
Ratios/supplemental data:
|
||||||||||||||||||||
Net assets, end of year (thousands)
|
$
|
255,000
|
$
|
160,980
|
$
|
207,655
|
$
|
140,048
|
$
|
56,835
|
||||||||||
Ratio of expenses to average net assets:
|
||||||||||||||||||||
Before fee waiver and
|
||||||||||||||||||||
expense reimbursement
|
0.56
|
%
|
0.57
|
%
|
0.59
|
%
|
0.74
|
%
|
1.20
|
%
|
||||||||||
After fee waiver and
|
||||||||||||||||||||
expense reimbursement
|
0.56
|
%
|
0.57
|
%
|
0.59
|
%
|
0.65
|
%
|
0.65
|
%
|
||||||||||
Ratio of net investment income
|
||||||||||||||||||||
to average net assets:
|
||||||||||||||||||||
Before fee waiver and
|
||||||||||||||||||||
expense reimbursement
|
1.98
|
%
|
2.09
|
%
|
1.76
|
%
|
1.46
|
%
|
1.23
|
%
|
||||||||||
After fee waiver and
|
||||||||||||||||||||
expense reimbursement
|
1.98
|
%
|
2.09
|
%
|
1.76
|
%
|
1.55
|
%
|
1.78
|
%
|
||||||||||
Portfolio turnover rate
|
68.71
|
%
|
83.04
|
%
|
53.98
|
%
|
50.95
|
%
|
63.30
|
%
|
†
|
Based on average shares outstanding.
|
^
|
Amount is less than $0.01.
|
A.
|
Security Valuation: All investments in securities are recorded at their estimated fair value, as described in note 3.
|
B.
|
Federal Income Taxes: It is the Fund’s policy to comply with the requirements of Subchapter M 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 or excise tax provision is required.
|
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The tax returns of the Fund’s prior three
fiscal years are open for examination. Management has reviewed all open tax years in major jurisdictions and concluded that there is no impact on the Fund’s net assets and no tax liability resulting from unrecognized tax events relating to
uncertain income tax positions taken or expected to be taken on a tax return. The Fund identifies its major tax jurisdictions as U.S. federal and the state of Wisconsin. The Fund is not aware of any tax positions for which it is reasonably
possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
|
|
C.
|
Security Transactions, Income 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. Interest income is recorded on an accrual basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Withholding taxes on foreign dividends have been provided for in accordance
with the Fund’s understanding of the applicable country’s tax rules and rates.
|
The Fund distributes substantially all net investment income, if any, and net realized gains, if any, annually. Distributions from net realized gains for book purposes may include short-term capital gains. All
short-term capital gains are included in ordinary income for tax purposes. 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 differ 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.
|
|
Common expenses of the Trust are typically allocated among the funds in the Trust based on a fund’s respective net assets, or by other equitable means.
|
|
D.
|
Reclassification of Capital Accounts: Accounting principles generally accepted in the United States of America require that certain components of net assets relating to
permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share.
|
For the year ended July 31, 2021, the Fund made the following permanent tax adjustments on the statement of assets and liabilities:
|
Paid-in Capital
|
Total Distributable Earnings
|
|
$100
|
$(100)
|
E.
|
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.
|
F.
|
REITs: The Fund may invest in real estate investment trusts (“REITs”) which pay dividends to their shareholders based upon funds available from operations. It is quite
common for these dividends to exceed the REIT’s taxable earnings and profits resulting in the excess portion of such dividends being designated as a return of capital. The Fund intends to include the gross dividends from such REITs in their
annual distributions to its shareholders and, accordingly, a portion of the Fund’s distributions may also be designated as a return of capital.
|
G.
|
Foreign Currency: Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation.
Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated to U.S. dollar amounts on the respective dates of such transactions.
|
The Fund does not isolate those portions of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held.
Such fluctuations are included with the net realized and unrealized gain or loss from investments.
|
|
Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference
between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from
changes in the fair values of assets and liabilities, other than investments in securities at fiscal period-end, resulting from changes in exchange rates.
|
|
H.
|
Events Subsequent to the Fiscal Year End: In preparing the financial statements as of July 31, 2021, management considered the impact of subsequent events for potential
recognition or disclosure in the financial statements. Refer to Note 10 for more information about subsequent events.
|
Level 1 –
|
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
|
Level 2 –
|
Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an
inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
|
Level 3 –
|
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the
asset or liability, and would be based on the best information available.
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Common Stocks
|
||||||||||||||||
Communication Services
|
$
|
25,363,337
|
$
|
—
|
$
|
—
|
$
|
25,363,337
|
||||||||
Consumer Discretionary
|
18,205,959
|
—
|
—
|
18,205,959
|
||||||||||||
Consumer Staples
|
23,787,427
|
—
|
—
|
23,787,427
|
||||||||||||
Energy
|
15,706,312
|
—
|
—
|
15,706,312
|
||||||||||||
Financials
|
47,360,428
|
—
|
—
|
47,360,428
|
||||||||||||
Health Care
|
25,834,317
|
—
|
—
|
25,834,317
|
||||||||||||
Industrials
|
29,131,035
|
—
|
—
|
29,131,035
|
||||||||||||
Information Technology
|
25,884,306
|
—
|
—
|
25,884,306
|
||||||||||||
Materials
|
16,916,910
|
—
|
—
|
16,916,910
|
||||||||||||
Total Common Stocks
|
228,190,031
|
—
|
—
|
228,190,031
|
||||||||||||
REITs
|
21,267,070
|
—
|
—
|
21,267,070
|
||||||||||||
Total Investments in Securities
|
$
|
249,457,101
|
$
|
—
|
$
|
—
|
$
|
249,457,101
|
July 31, 2021
|
July 31, 2020
|
|
Ordinary income
|
$3,799,998
|
$4,001,095
|
Cost of investments (a)
|
$
|
199,280,744
|
||
Gross tax unrealized appreciation
|
53,834,208
|
|||
Gross tax unrealized depreciation
|
(3,657,851
|
)
|
||
Net tax unrealized appreciation (a)
|
50,176,357
|
|||
Undistributed ordinary income
|
2,641,134
|
|||
Undistributed long-term capital gain
|
—
|
|||
Total distributable earnings
|
2,641,134
|
|||
Other accumulated gains/(losses)
|
(33,970,674
|
)
|
||
Total accumulated earnings/(losses)
|
$
|
18,846,817
|
(a)
|
The difference between book basis and tax basis net unrealized appreciation and cost are attributable primarily to the tax deferral of losses on wash sales adjustments.
|
•
|
Market and Regulatory Risk. Events in the financial markets and economy may cause volatility and uncertainty and adversely impact the Fund’s performance. Market events may
affect a single issuer, industry, sector, or the market as a whole. Traditionally liquid investments may experience periods of diminished liquidity. Governmental and regulatory actions, including tax law changes, tariffs and global trade
concerns, may also impair portfolio management and have unexpected or adverse consequences on particular markets, strategies, or investments. The Fund’s investments may decline in value due to factors affecting individual issuers (such as the
results of supply and demand), or sectors within the securities markets. The value of a security or other investment also may go up or down due to general market conditions that are not specifically related to a particular issuer, such as
real or perceived adverse economic conditions, changes in interest rates or exchange rates, or adverse investor sentiment generally. In addition, unexpected events and their aftermaths, such as the spread of deadly diseases; natural,
environmental or man-made disasters; financial, political or social disruptions; terrorism and war; and other tragedies or catastrophes, can cause investor fear and panic, which can adversely affect the economies of many companies, sectors,
nations, regions and the market in general, in ways that cannot necessarily be foreseen.
|
•
|
Sector Risk. To the extent a Fund invests a significant portion of its assets in the securities of companies in the same sector of the market, the Fund is more susceptible to
economic, political, regulatory and other occurrences influencing those sectors.
|
•
|
Foreign Securities and Emerging Markets Risk. The risks of investing in the securities of foreign issuers, including emerging market issuers and depositary receipts, can
include fluctuations in foreign currencies, foreign currency exchange controls, political and economic instability, differences in securities regulation and trading, and foreign taxation issues. These risks are greater in emerging markets.
|
•
|
Depositary Receipt Risk. A Fund’s equity investments may take the form of sponsored or unsponsored depositary receipts. Holders of unsponsored depositary receipts generally
bear all the costs of such facilities and the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights
to the holders of such receipts of the deposited securities.
|
•
|
Small- and Medium-Sized Companies Risk. Small- and medium-sized companies often have less predictable earnings, more limited product lines, markets, distribution channels or
financial resources and the management of such companies may be dependent upon one or few key people. The market movements of equity securities of small- and medium-sized companies may be more abrupt and volatile than the market movements of
equity securities of larger, more established companies or the stock market in general and small-sized companies in particular, are generally less liquid than the equity securities of larger companies.
|
•
|
REITs and Foreign Real Estate Company Risk. Investing in REITs and foreign real estate companies makes a Fund more susceptible to risks associated with the ownership of real
estate and with the real estate industry in general, as well as tax compliance risks, and may involve duplication of management fees and other expenses. REITs and foreign real estate companies may be less diversified than other pools of
securities, may have lower trading volumes and may be subject to more abrupt or erratic price movements than the overall securities markets.
|
•
|
Frontier Markets Risk. There is an additional increased risk of price volatility associated with frontier market countries (pre-emerging markets), which may be further
magnified by currency fluctuations relative to the U.S. dollar. Frontier market countries generally have smaller economies or less developed capital markets than in more advanced emerging markets and, as a result, the risks of investing in
emerging market countries may be magnified in frontier market countries.
|
•
|
Value Style Investing Risk. At times when the value investing style is out of favor, the Fund may underperform other funds that use different investing styles. Value stocks
may be purchased based upon the belief that a given security may be out of favor; that belief may be misplaced or the security may stay out of favor for an extended period of time.
|
TAIT, WELLER & BAKER LLP
|
Number of
|
|||||
Portfolios
|
Other
|
||||
Term of
|
in Fund
|
Directorships
|
|||
Position
|
Office and
|
Complex
|
Held During
|
||
Name, Address
|
Held with
|
Length of
|
Principal Occupation
|
Overseen by
|
Past Five
|
and Age
|
the Trust
|
Time Served*
|
During Past Five Years
|
Trustee(2)
|
Years(3)
|
Independent Trustees(1)
|
|||||
Gail S. Duree (age 75)
|
Trustee
|
Indefinite
|
Director, Alpha Gamma Delta
|
1
|
Trustee,
|
615 E. Michigan Street
|
term; since
|
Housing Corporation (collegiate
|
Advisors Series
|
||
Milwaukee, WI 53202
|
March 2014.
|
housing management) (2012 to
|
Trust (for series
|
||
July 2019); Trustee and Chair
|
not affiliated with
|
||||
(2000 to 2012), New Covenant
|
the Fund).
|
||||
Mutual Funds (1999 to 2012);
|
|||||
Director and Board Member,
|
|||||
Alpha Gamma Delta Foundation
|
|||||
(philanthropic organization)
|
|||||
(2005 to 2011).
|
|||||
David G. Mertens (age 61)
|
Trustee
|
Indefinite
|
Partner and Head of Business
|
1
|
Trustee,
|
615 E. Michigan Street
|
term; since
|
Development Ballast Equity
|
Advisors Series
|
||
Milwaukee, WI 53202
|
March 2017.
|
Management, LLC (a privately-held
|
Trust (for series
|
||
investment advisory firm) (February
|
not affiliated with
|
||||
2019 to present); Managing Director
|
the Fund).
|
||||
and Vice President, Jensen Investment
|
|||||
Management, Inc. (a privately-held
|
|||||
investment advisory firm) (2002 to 2017).
|
|||||
Joe D. Redwine (age 74)
|
Trustee
|
Indefinite
|
Retired; formerly Manager,
|
1
|
Trustee,
|
615 E. Michigan Street
|
term; since
|
President, CEO, U.S. Bancorp
|
Advisors Series
|
||
Milwaukee, WI 53202
|
September 2008.
|
Fund Services, LLC and its
|
Trust (for series
|
||
predecessors (May 1991 to July 2017).
|
not affiliated with
|
||||
the Fund).
|
|||||
Raymond B. Woolson (age 62)
|
Chairman of
|
Indefinite
|
President, Apogee Group, Inc.
|
1
|
Trustee,
|
615 E. Michigan Street
|
the Board
|
term; since
|
(financial consulting firm)
|
Advisors Series
|
|
Milwaukee, WI 53202
|
January 2020.
|
(1998 to present).
|
Trust (for series
|
||
Trustee
|
Indefinite
|
not affiliated with
|
|||
term; since
|
the Fund);
|
||||
January 2016.
|
Independent
|
||||
Trustee,
|
|||||
DoubleLine
|
|||||
Funds Trust (an
|
|||||
open-end
|
|||||
investment
|
|||||
company with
|
|||||
20 portfolios),
|
|||||
DoubleLine
|
|||||
Opportunistic
|
|||||
Credit Fund,
|
|||||
DoubleLine
|
|||||
Selective Credit
|
|||||
Fund and
|
|||||
DoubleLine
|
|||||
Income
|
|||||
Solutions Fund,
|
|||||
from 2010
|
|||||
to present.
|
Term of
|
|||
Position
|
Office and
|
||
Name, Address
|
Held with
|
Length of
|
Principal Occupation
|
and Age
|
the Trust
|
Time Served
|
During Past Five Years
|
Officers
|
|||
Jeffrey T. Rauman (age 52)
|
President,
|
Indefinite
|
Senior Vice President, Compliance and Administration,
|
615 E. Michigan Street
|
Chief
|
term; since
|
U.S. Bank Global Fund Services (February 1996 to present).
|
Milwaukee, WI 53202
|
Executive
|
December 2018.
|
|
Officer and
|
|||
Principal
|
|||
Executive
|
|||
Officer
|
|||
Cheryl L. King (age 59)
|
Vice
|
Indefinite
|
Vice President, Compliance and Administration,
|
615 E. Michigan Street
|
President,
|
term; since
|
U.S. Bank Global Fund Services (October 1998 to present).
|
Milwaukee, WI 53202
|
Treasurer
|
December 2007.
|
|
and
|
|||
Principal
|
|||
Financial
|
|||
Officer
|
|||
Kevin J. Hayden (age 50)
|
Assistant
|
Indefinite
|
Vice President, Compliance and Administration,
|
615 E. Michigan Street
|
Treasurer
|
term; since
|
U.S. Bank Global Fund Services (June 2005 to present).
|
Milwaukee, WI 53202
|
September 2013.
|
||
Richard R. Conner (age 39)
|
Assistant
|
Indefinite
|
Assistant Vice President, Compliance and Administration,
|
615 E. Michigan Street
|
Treasurer
|
term; since
|
U.S. Bank Global Fund Services (July 2010 to present).
|
Milwaukee, WI 53202
|
December 2018.
|
||
Michael L. Ceccato (age 63)
|
Vice
|
Indefinite
|
Senior Vice President, U.S. Bank Global Fund Services and
|
615 E. Michigan Street
|
President,
|
term; since
|
Vice President, U.S. Bank N.A. (February 2008 to present).
|
Milwaukee, WI 53202
|
Chief
|
September 2009.
|
|
Compliance
|
|||
Officer and
|
|||
AML Officer
|
|||
Elaine E. Richards, Esq. (age 53)
|
Vice
|
Indefinite
|
Senior Vice President, U.S. Bank Global Fund Services
|
2020 East Financial Way, Suite 100
|
President
|
term; since
|
(July 2007 to present).
|
Glendora, CA 91741
|
and
|
September 2019.
|
|
Secretary
|
*
|
The Trustees have designated a mandatory retirement age of 75, such that each Trustee, serving as such on the date he or she reaches the age of 75, shall submit his or her resignation not later than the last day of
the calendar year in which his or her 75th birthday occurs (“Retiring Trustee”). Upon request, the Board may, by vote of a majority of Trustees eligible to vote on such matter, determine whether or not to extend such Retiring Trustee’s term
and on the length of a one-time extension of up to three additional years.
|
|
(1)
|
The Trustees of the Trust who are not “interested persons” of the Trust as defined under the 1940 Act (“Independent Trustees”).
|
|
(2)
|
As of July 31, 2021, the Trust was comprised of 36 active portfolios managed by unaffiliated investment advisers. The term “Fund Complex” applies only to the Fund. The Fund does not hold itself out as related to
any other series within the Trust for investment purposes, nor does it share the same investment adviser with any other series.
|
|
(3)
|
“Other Directorships Held” includes only directorships of companies required to register or file reports with the SEC under the Securities Exchange Act of 1934, as amended, (that is, “public companies”) or other
investment companies registered under the 1940 Act.
|
FYE 7/31/2021
|
FYE 7/31/2020
|
|
Audit Fees
|
$17,400
|
$17,400
|
Audit-Related Fees
|
N/A
|
N/A
|
Tax Fees
|
$3,600
|
$3,600
|
All Other Fees
|
N/A
|
N/A
|
FYE 7/31/2021
|
FYE 7/31/2020
|
|
Audit-Related Fees
|
0%
|
0%
|
Tax Fees
|
0%
|
0%
|
All Other Fees
|
0%
|
0%
|
Non-Audit Related Fees
|
FYE 7/31/2021
|
FYE 7/31/2020
|
Registrant
|
N/A
|
N/A
|
Registrant’s Investment Adviser
|
N/A
|
N/A
|
(a)
|
Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).
|
(b)
|
Not applicable.
|
(a)
|
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
|
(a)
|
The Registrant’s President/Chief Executive Officer/Principal Executive Officer and Vice President/Treasurer/Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940, as amended, (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of
1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and
reported and made known to them by others within the Registrant and by the Registrant’s service provider.
|
(b)
|
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that has materially affected, or is reasonably
likely to materially affect, the Registrant's internal control over financial reporting.
|
1.
|
HONEST AND ETHICAL CONDUCT.
|
2.
|
FINANCIAL RECORDS AND REPORTING
|
3.
|
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
|
4.
|
COMPLIANCE WITH THIS CODE OF ETHICS
|
5.
|
AMENDMENT AND WAIVER
|
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)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(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 period covered by this 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.
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Date: 10/6/21
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/s/ Jeffrey T. Rauman
Jeffrey T. Rauman
President/Chief Executive Officer/Principal
Executive Officer
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1.
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I have reviewed this report on Form N-CSR of Advisors Series Trust;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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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
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
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5.
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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
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(b)
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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.
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Date: 10/8/21
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/s/ Cheryl L. King
Cheryl L. King
Vice President/Treasurer/Principal Financial Officer
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/s/ Jeffrey T. Rauman
Jeffrey T. Rauman
President/Chief Executive Officer/Principal
Executive Officer
Advisors Series Trust
|
/s/ Cheryl L. King
Cheryl L. King
Vice President/Treasurer/Principal Financial Officer
Advisors Series Trust
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Dated: 10/6/21
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Dated: 10/8/21
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