pzena_n-q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT

INVESTMENT COMPANY

Investment Company Act file number 811-07959

Advisors Series Trust

(Exact name of registrant as specified in charter)

615 East Michigan Street

Milwaukee, WI 53202

(Address of principal executive offices) (Zip code)

Douglas G. Hess, President

Advisors Series Trust

c/o U.S. Bancorp Fund Services, LLC

777 East Wisconsin Avenue, 5th Floor

Milwaukee, WI 53202

(Name and address of agent for service)

(414) 765-6609

Registrant's telephone number, including area code

Date of fiscal year end: February 28, 2016

Date of reporting period: May 31, 2015

Item 1. Schedule of Investments.

Pzena Mid Cap Focused Value Fund
Schedule of Investments
May 31, 2015 (Unaudited)
					% of
	Shares		Fair Value		Net Assets
COMMON STOCKS - 94.21%
Consumer Discretionary - 13.91%
Dana Holding Corp.		4,200	$	91,434		3.15	%
Interpublic Group of Companies, Inc.		3,925		80,149		2.77	%
News Corp. (a)		6,150		93,172		3.21	%
Omnicom Group, Inc.		1,100		81,983		2.83	%
Staples, Inc.		3,425		56,393		1.95	%
				403,131		13.91	%
Energy - 7.52%
Baker Hughes, Inc.		1,125		72,518		2.50	%
Murphy Oil Corp.		1,900		82,574		2.85	%
Superior Energy Services, Inc.		2,725		62,920		2.17	%
				218,012		7.52	%
Financials - 37.76%
Assurant, Inc.		1,150		75,728		2.61	%
Axis Capital Holdings, Ltd. (b)		1,950		107,327		3.69	%
Comerica, Inc.		1,325		64,859		2.24	%
Invesco, Ltd. (b)		1,425		56,758		1.96	%
KeyCorp		6,025		87,844		3.03	%
Legg Mason, Inc.		1,025		54,694		1.89	%
Primerica, Inc.		1,125		49,759		1.72	%
Progressive Corp.		3,175		86,804		3.00	%
Regions Financial Corp.		9,150		92,323		3.18	%
Synovus Financial Corp.		1,825		52,962		1.83	%
Torchmark Corp.		1,562		89,142		3.07	%
Validus Holdings, Ltd. (b)		1,700		72,947		2.52	%
Voya Financial, Inc.		1,650		74,762		2.58	%
Webster Financial Corp.		1,550		58,730		2.03	%
Willis Group Holdings PLC (b)		1,470		69,766		2.41	%
				1,094,405		37.76	%
Health Care - 4.04%
Cigna Corp.		663		93,371		3.23	%
WellCare Health Plans, Inc. (a)		275		23,559		0.81	%
				116,930		4.04	%
Industrials - 14.29%
AECOM Technology Corp. (a)		2,564		84,689		2.92	%
KBR, Inc.		3,950		75,643		2.61	%
Owens Corning, Inc.		1,250		52,950		1.83	%
Parker Hannifin Corp.		725		87,311		3.02	%
Stanley Black & Decker, Inc.		600		61,464		2.12	%
Terex Corp.		2,100		51,933		1.79	%
				413,990		14.29	%
Information Technology - 13.75%
Arrow Electronics, Inc. (a)		950		57,751		1.99	%
Avnet, Inc.		2,600		114,425		3.96	%
Flextronics International, Ltd. (a) (b)		5,650		68,648		2.37	%
Ingram Micro, Inc. (a)		2,250		60,323		2.08	%
ON Semiconductor Corp. (a)		7,325		97,129		3.35	%
				398,276		13.75	%


Utilities - 2.94%
Edison International	1,400		85,134		2.94	%
Total Common Stocks (Cost $2,619,315)			2,729,878		94.21	%

REITS - 3.09%
Lamar Advertising Co.	1,475		89,415		3.09	%
Total REITS (Cost $77,272)			89,415		3.09	%

SHORT-TERM INVESTMENTS - 3.65%
Short Term Treasury Investment - Institutional Class, 0.02% (c)	105,677		105,677		3.65	%
Total Short-Term Investments (Cost $105,677)			105,677		3.65	%

Total Investments (Cost $2,802,264) - 100.95%			2,924,970		100.95	%
Liabilities in Excess of Other Assets - (0.95)%			(27,601	)	(0.95	)%
TOTAL NET ASSETS - 100.00%		$	2,897,369		100.00	%

Percentages are stated as a percent of net assets.

REIT	Real Estate Investment Trust
PLC	Public Limited Company
(a)	Non-Income Producing Security.
(b)	Foreign Issued Security.
(c)	Rate shown is the 7-day yield as of May 31, 2015.

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

The accompanying notes are an integral part of these financial statements.

The cost basis of investments for federal income tax purposes at May 31, 2015 was as follows*:

	Cost of investments	$	2,802,264
	Gross unrealized appreciation		240,359
	Gross unrealized depreciation		(117,653)
	Net unrealized appreciation	$	122,706

*Because tax adjustments are calculated annually, the above table reflects the tax adjustments outstanding
at the Fund's previous fiscal year end. For the previous fiscal year's federal income tax information, please
refer to the Notes to Financial Statements section in the Fund's most recent semi-annual or annual report.

Summary of Fair Value Measurements at May 31, 2015 (Unaudited)
The Funds have adopted authoritative fair value accounting standards which establish an authoritative
definition of fair value and set out a hierarchy for measuring fair value. These standards require additional
disclosures about the various inputs and valuation techniques used to develop the measurements of fair
value, a discussion in changes in valuation techniques and related inputs during the period and expanded
disclosure of valuation levels for major security types. These inputs are summarized in the three broad
levels listed below:

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 Funds’ 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.

Following is a description of the valuation techniques applied to the Funds’ major categories of assets and
liabilities measured at fair value on a recurring basis.

Equity Securities - Equity securities, including common stocks, preferred stocks, foreign-issued common
stocks, exchange-traded funds, closed-end mutual funds and real estate investment trusts (REITs), 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 Global 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 securities which are not traded in the NASDAQ Global Market System shall be valued at
the most recent sales price. To the extent these securities are actively traded and valuation adjustments are
not applied, they are categorized in level 1 of the fair value hierarchy.

Participatory Notes - Participatory notes are valued with an evaluated price provided by an independent
pricing service. These securities will generally be classified in level 2 of the fair value hierarchy.

Debt Securities – Debt securities, such as corporate bonds, asset backed securities, mortgage backed

securities, municipal bonds, U.S. Treasuries and U.S. government agency issues are valued at market on the

basis of valuations furnished by an independent pricing service which utilizes both dealer-supplied

valuations and formula-based techniques. The pricing service may consider recently executed transactions

in securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads,

and fundamental data relating to the issuer. In addition, the model may incorporate market observable data

such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain

securities are valued principally using dealer quotations. Debt securities having a maturity of 60 days or less

are valued at the evaluated mean between the bid and ask price. These securities will generally be classified

level 2 of the fair value hierarchy.

Investment Companies - Investments in open-end mutual funds are valued at their net asset value per

share. To the extent, these securities are actively traded and valuation adjustments are not applied, they

are categorized in level 1 of the fair value hierarchy

Short-Term Securities - Short-term securities having a maturity of less than 60 days are valued at the

evaluated mean between bid and asked price. To the extent the inputs are observable and timely, these

securities would be classified in level 2 of the fair value hierarchy.

Illiquid Securities - A security may be considered illiquid if it lacks a readily available market. Securities are

generally considered liquid if they can be sold or disposed of in the ordinary course of business within seven

days at approximately the price at which the security is valued by the Fund. Illiquid securities may be valued

under methods approved by the Fund's Board of Trustees as reflecting fair value. The Fund intends to hold no

more than 15% of its net assets in illiquid securities.

Certain restricted securities may be considered illiquid. Restricted securities are often purchased in private

placement transactions, are not registered under the Securities Act of 1933, may have contractual

restrictions on resale, and may be valued under methods approved by the Fund's Board of Trustees as reflecting

fair value. Certain restricted securities eligible for resale to qualified institutional investors, including Rule 144a

securities, are not subject to the limitation on the Fund's investment in illiquid securities if they are determined to

be liquid in accordance with the procedures adopted by the Fund's Board of Trustees.

Securities for which market quotations are not readily available or if the closing price does not

represent fair value, are valued following procedures approved by the Board of Trustees ("Board"). These

procedures consider many factors, including the type of security, size of holding, trading volume and news

events. There can be no assurance that the Fund could obtain the fair value assigned to a security if they

were to sell the security at approximately the time at which the Fund determines its net asset value per share.

The Board has delegated day-to-day valuation issues to a Valuation Committee of the Trust which is comprised

of representatives from U.S. Bancorp Fund Services, LLC, the Funds' administrator. The function of the

Valuation Committee is to value securities where current and reliable market quotations

are not readily available or the closing price does not represent fair value by following procedures approved

by the Board. These procedures consider many factors, including the type of security, size of holding, trading

volume and news events. All actions taken by the Valuation Committee are subsequently reviewed and ratified

by the Board.

Depending on the relative significance of the valuation inputs, fair value securities may be classified in either

level 2 or level 3 of the fair value hierarchy.

The inputs or methodology used for valuing securities are not an indication of the risk associated with
investing in those securities. The following is a summary of the inputs used to value the Fund's securities
as of May 31, 2015:

	Level 1		Level 2		Level 3		Total
Common Stocks
Consumer Discretionary	$	403,131	$	-	$	-	$	403,131
Energy		218,012		-		-		218,012
Financials		1,094,405		-		-		1,094,405
Health Care		116,930		-		-		116,930
Industrials		413,990		-		-		413,990
Information Technology		398,276		-		-		398,276
Utilities		85,134		-		-		85,134
Total Common Stock		2,729,878		-		-		2,729,878
REITs		89,415		-		-		89,415
Short-Term Investments		105,677		-		-		105,677
Total Investments in Securities	$	2,924,970	$	-	$	-	$	2,924,970

Refer to the Fund's Schedule of Investments for a detailed break-out of holdings by industry classifications.
Transfers between levels are recognized at the end of the reporting period. The Fund recognized no
transfers between levels at May 31, 2015. There were no level 3 securities held in the Fund during the
period ended May 31, 2015.

Pzena Emerging Markets Focused Value Fund
Schedule of Investments
May 31, 2015 (Unaudited)
					% of
	Shares		Fair Value		Net Assets
COMMON STOCKS - 89.06%
Brazil - 7.25%
Cia de Saneamento Basico do Estrado de San Paulo		14,600	$	84,723		0.50	%
Petroleo Brasileiro S.A. (a)		84,900		330,136		1.94	%
Randon SA Implementos e Participacoes		139,650		156,029		0.92	%
Telefonica Brasil S.A. - ADR		24,450		344,011		2.03	%
Usinas Siderurgicas de Minas Gerais S.A. (a)		199,600		315,722		1.86	%
				1,230,621		7.25	%
China - 20.82%
Baoxin Auto Group, Ltd.		167,500		139,986		0.82	%
China Agri-Industries Holdings, Ltd.		543,000		327,748		1.93	%
China Coal Energy Co., Ltd.		131,000		79,408		0.47	%
China Construction Bank Corp.		396,000		397,856		2.34	%
China Dongxiang Group Co.		908,000		257,633		1.52	%
China Mobile, Ltd.		53,000		697,903		4.11	%
China Power International Development, Ltd.		788,000		573,191		3.38	%
China Shenhua Energy Co., Ltd.		137,000		336,773		1.98	%
China Shineway Pharmaceutical Group, Ltd.		51,000		89,323		0.53	%
Dah Chong Hong Holdings, Ltd.		153,000		91,165		0.54	%
Dongfeng Motor Group Co., Ltd.		252,000		412,110		2.43	%
Kingboard Laminates Holdings, Ltd.		256,000		130,086		0.77	%
				3,533,182		20.82	%
Czech Republic - 2.25%
CEZ		15,350		382,265		2.25	%

Hong Kong - 4.04%
Pacific Basin Shipping, Ltd.		1,275,000		475,228		2.80	%
Stella International Holdings, Ltd.		49,000		121,842		0.72	%
Texwinca Holdings, Ltd.		92,000		89,227		0.52	%
				686,297		4.04	%
Hungary - 4.21%
Magyar Telekom Telecommunications PLC (a)		183,425		271,062		1.60	%
OTP Bank PLC		21,900		443,441		2.61	%
				714,503		4.21	%
Malaysia - 2.34%
Genting Malaysia Berhad		342,900		397,525		2.34	%

Poland - 2.36%
Cyfrowy Polsat S.A. (a)		59,850		400,253		2.36	%



Qatar - 0.84%
Industries Qatar Q.S.C.	3,850	141,848	0.84	%

Republic of Korea - 15.60%
Dongbu Insurance Co., Ltd.	4,240	196,649	1.16	%
Hana Financial Group, Inc.	12,240	328,020	1.93	%
Hyundai Heavy Industries Co., Inc.	3,700	434,017	2.56	%
KB Financial Group, Inc.	6,410	232,802	1.37	%
KB Financial Group, Inc. - ADR	850	30,472	0.18	%
LG Electronics, Inc.	6,800	339,310	2.00	%
POSCO	1,775	390,796	2.30	%
Samsung Electronics Co., Ltd.	406	478,811	2.82	%
Samsung Electronics Co., Ltd. - GDR	114	67,488	0.40	%
Shinhan Financial Group Co., Ltd.	3,490	131,948	0.78	%
Shinhan Financial Group Co., Ltd. - ADR	450	16,744	0.10	%
		2,647,057	15.60	%
Russian Federation - 8.50%
Gazprom OAO	102,175	548,373	3.23	%
Lukoil - ADR	8,950	429,242	2.53	%
Rosneft Oil Co. - GDR	101,550	464,998	2.74	%
		1,442,613	8.50	%
South Africa - 3.86%
Aveng, Ltd. (a)	107,425	75,628	0.45	%
Reunert, Ltd.	60,975	338,646	1.99	%
Sasol	6,825	240,636	1.42	%
		654,910	3.86	%
Taiwan - 9.33%
Advanced Semiconductor Engineering, Inc.	31,000	44,440	0.26	%
Compal Electronics, Inc.	573,000	474,186	2.80	%
Compal Electronics, Inc. - GDR (d)	11,925	49,167	0.29	%
Hon Hai Precision Industry Co., Ltd.	157,000	506,914	2.99	%
Taiwan Semiconductor Manufacturing Co., Ltd.	91,000	432,867	2.55	%
Taiwan Semiconductor Manufacturing Co., Ltd. - ADR	3,100	75,268	0.44	%
		1,582,842	9.33	%
Thailand - 2.12%
Bangkok Bank Public Co. Ltd.	9,900	53,561	0.31	%
Bangkok Bank Public Co., Ltd. - NVDR	56,700	306,760	1.81	%
		360,321	2.12	%
Turkey - 2.11%
Akbank T.A.S.	115,425	343,789	2.03	%
Akbank T.A.S. - ADR	2,425	14,404	0.08	%
		358,193	2.11	%
United Arab Emirates - 2.40%
Abu Dhabi Commercial Bank PJSC	37,250	77,278	0.46	%
Union National Bank PJSC	183,550	329,816	1.94	%
		407,094	2.40	%


United States - 1.03%
Flextronics International, Ltd. (a)		14,450		175,567		1.03	%
Total Common Stocks (Cost $15,228,605)				15,115,091		89.06	%

PARTICIPATORY NOTES - 7.58% (c)
India - 7.15%
Bank of Baroda		35,500		90,447		0.53	%
HCL Technologies Ltd.		12,750		201,928		1.19	%
Hindalco Industries Ltd.		129,675		262,621		1.55	%
NTPC Ltd.		122,898		262,954		1.55	%
National Hydroelectric Power Corp., Ltd.		518,398		163,675		0.96	%
Punjab National Bank		35,150		84,626		0.50	%
State Bank of India		34,125		148,729		0.87	%
				1,214,980		7.15	%
Republic of Korea - 0.38%
Dongbu Insurance Co., Ltd. (a)		575		26,578		0.16	%
Hana Financial Group, Inc.		1,375		36,724		0.22	%
				63,302		0.38	%
United Arab Emirates - 0.05%
Abu Dhabi Commercial Bank PJSC (a)		4,350		9,024		0.05	%

Total Participatory Notes (Cost $1,410,433)				1,287,306		7.58	%

SHORT-TERM INVESTMENTS - 3.65%
Short Term Treasury Investment - Institutional Class, 0.02% (b)		618,791		618,791		3.65	%
Total Short-Term Investments (Cost $618,791)				618,791		3.65	%

Total Investments (Cost $17,257,829) - 100.29%				17,021,188		100.29	%
Liabilities in Excess of Other Assets - (0.29)%				(48,577	)	(0.29	)%
TOTAL NET ASSETS - 100.00%			$	16,972,611		100.00	%

Percentages are stated as a percent of net assets.

ADR	American Depository Receipt
GDR	Global Depository Receipt
NVDR	Non-voting Depository Receipt
PJSC	Private Joint Stock Company
PLC	Public Limited Company
(a)	Non-Income Producing Security.
(b)	Rate Shown is the 7 day yied as of May 31, 2015.
(c)	Participatory notes ("P-notes") allow an indirect investment
	in foreign securities without registration in those markets.
	In addition to normal risks associated with direct
	investments, P-notes are also subject to counterparty risk.
	The performance results of P-notes will not exactly replicate
	the performance of the underlying securities due to
	transaction costs and other expenes.
(d)	Illiquid security: a security may be considered illiquid if it
	lacks a readily available market. As of May 31, 2015 the
	value of these investments was $49,167 or 0.29% of total
	net assets.

Pzena Emerging Markets Focused Value Fund
Portfolio Diversification
May 31, 2015 (Unaudited)
				% of
	Value			Net Assets
COMMON STOCKS
Consumer Discretionary	$	2,249,051			13.25	%
Consumer Staples		327,748			1.93	%
Energy		2,429,565			14.31	%
Financials		2,903,540			17.11	%
Health Care		89,323			0.53	%
Industrials		1,621,396			9.55	%
Information Technology		2,434,794			14.35	%
Materials		706,518			4.16	%
Telecommunication Services		1,312,977			7.74	%
Utilities		1,040,179			6.13	%
Total Common Stocks		15,115,091			89.06	%
PARTICIPATION NOTES
Financials		396,128			2.33	%
Information Technology		201,928			1.19	%
Materials		262,621			1.55	%
Utilities		426,629			2.51	%
Total Participation Notes		1,287,306			7.58	%
Short-Term Investments		618,791			3.65	%
Total Investments		17,021,188			100.29	%
Liabilities in Excess of Other Assets		(48,577	)		(0.29	)%
Total Net Assets	$	16,972,611			100.00	%


The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

The accompanying notes are an integral part of these financial statements.

The cost basis of investments for federal income tax purposes at May 31, 2015 was as follows*:

Cost of investments	$	17,257,829
Gross unrealized appreciation		1,374,120
Gross unrealized depreciation		(1,610,761)
Net unrealized appreciation	$	(236,641)

*Because tax adjustments are calculated annually, the above table reflects the tax adjustments outstanding
at the Fund's previous fiscal year end. For the previous fiscal year's federal income tax information, please
refer to the Notes to Financial Statements section in the Fund's most recent semi-annual or annual report.

Summary of Fair Value Measurements at May 31, 2015 (Unaudited)
The Funds have adopted authoritative fair value accounting standards which establish an authoritative
definition of fair value and set out a hierarchy for measuring fair value. These standards require additional
disclosures about the various inputs and valuation techniques used to develop the measurements of fair
value, a discussion in changes in valuation techniques and related inputs during the period and expanded
disclosure of valuation levels for major security types. These inputs are summarized in the three broad
levels listed below:

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 Funds’ 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.

Following is a description of the valuation techniques applied to the Funds’ major categories of assets and
liabilities measured at fair value on a recurring basis.

Equity Securities - Equity securities, including common stocks, preferred stocks, foreign-issued common
stocks, exchange-traded funds, closed-end mutual funds and real estate investment trusts (REITs), 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 Global 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 securities which are not traded in the NASDAQ Global Market System shall be valued at
the most recent sales price. To the extent these securities are actively traded and valuation adjustments are
not applied, they are categorized in level 1 of the fair value hierarchy.

Participatory Notes - Participatory notes are valued with an evaluated price provided by an independent pricing
service. These securities will generally be classified in level 2 of the fair value hierarchy.

Debt Securities – Debt securities, such as corporate bonds, asset backed securities, mortgage backed
securities, municipal bonds, U.S. Treasuries and U.S. government agency issues are valued at market on the
basis of valuations furnished by an independent pricing service which utilizes both dealer-supplied
valuations and formula-based techniques. The pricing service may consider recently executed transactions
in securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads,
and fundamental data relating to the issuer. In addition, the model may incorporate market observable data
such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain
securities are valued principally using dealer quotations. Debt securities having a maturity of 60 days or less
are valued at the evaluated mean between the bid and ask price. These securities will generally be classified
level 2 of the fair value hierarchy.

Investment Companies - Investments in open-end mutual funds are valued at their net asset value per
share. To the extent, these securities are actively traded and valuation adjustments are not applied, they
are categorized in level 1 of the fair value hierarchy

Short-Term Securities - Short-term securities having a maturity of less than 60 days are valued at the
evaluated mean between bid and asked price. To the extent the inputs are observable and timely, these
securities would be classified in level 2 of the fair value hierarchy.

Illiquid Securities - A security may be considered illiquid if it lacks a readily available market. Securities are
generally considered liquid if they can be sold or disposed of in the ordinary course of business within seven
days at approximately the price at which the security is valued by the Fund. Illiquid securities may be valued
under methods approved by the Fund's Board of Trustees as reflecting fair value. The Fund intends to hold no
more than 15% of its net assets in illiquid securities.

Certain restricted securities may be considered illiquid. Restricted securities are often purchased in private
placement transactions, are not registered under the Securities Act of 1933, may have contractual
restrictions on resale, and may be valued under methods approved by the Fund's Board of Trustees as reflecting
fair value. Certain restricted securities eligible for resale to qualified institutional investors, including Rule 144a
securities, are not subject to the limitation on the Fund's investment in illiquid securities if they are determined to
be liquid in accordance with the procedures adopted by the Fund's Board of Trustees.

Securities for which market quotations are not readily available or if the closing price does not
represent fair value, are valued following procedures approved by the Board of Trustees ("Board"). These
procedures consider many factors, including the type of security, size of holding, trading volume and news
events. There can be no assurance that the Fund could obtain the fair value assigned to a security if they
were to sell the security at approximately the time at which the Fund determines its net asset value per share.

The Board has delegated day-to-day valuation issues to a Valuation Committee of the Trust which is comprised
of representatives from U.S. Bancorp Fund Services, LLC, the Funds' administrator. The function of the
Valuation Committee is to value securities where current and reliable market quotations
are not readily available or the closing price does not represent fair value by following procedures approved
by the Board. These procedures consider many factors, including the type of security, size of holding, trading
volume and news events. All actions taken by the Valuation Committee are subsequently reviewed and ratified
by the Board.

Depending on the relative significance of the valuation inputs, fair value securities may be classified in either
level 2 or level 3 of the fair value hierarchy.

The inputs or methodology used for valuing securities are not an indication of the risk associated with
investing in those securities. The following is a summary of the inputs used to value the Fund's securities
as of May 31, 2015:

	Level 1		Level 2		Level 3		Total
Common Stocks
Brazil	$	1,230,621	$	-	$	-	$	1,230,621
China		1,713,089		-		-		1,713,089
Czech Republic		382,265		-		-		382,265
Hong Kong		2,506,390		-		-		2,506,390
Hungary		714,503		-		-		714,503
Malaysia		397,525		-		-		397,525
Poland		400,253		-		-		400,253
Qatar		141,848		-		-		141,848
Republic of Korea		2,647,057		-		-		2,647,057
Russian Federation		1,442,613		-		-		1,442,613
South Africa		654,910		-		-		654,910
Taiwan		1,582,842		-		-		1,582,842
Thailand		360,321		-		-		360,321
Turkey		358,193		-		-		358,193
United Arab Emirates		407,094		-		-		407,094
United States		175,567		-		-		175,567
Total Common Stock		15,115,091		-		-		15,115,091
Participatory Notes
India		-		1,214,980		-		1,214,980
Republic of Korea		-		63,302		-		63,302
United Arab Emirates		-		9,024		-		9,024
Total Participatory Notes		-		1,287,306		-		1,287,306
Short-Term Investments		618,791		-		-		618,791
Total Investments in Securities	$	15,733,882	$	1,287,306	$	-	$	17,021,188

Refer to the Fund's Schedule of Investments for a detailed break-out of holdings by industry classifications.
Transfers between levels are recognized at the end of the reporting period. The Fund recognized no
transfers between levels at May 31, 2015. There were no level 3 securities held in the Fund during the
period ended May 31, 2015.

Pzena Long/Short Value Fund
Schedule of Investments
May 31, 2015 (Unaudited)
					% of
	Shares		Fair Value		Net Assets
COMMON STOCKS - 102.76%
Consumer Discretionary - 13.82%
Coach, Inc. (d)		550	$	19,454		0.46	%
DIRECTV (a) (d)		825		75,108		1.77	%
Ford Motor Co. (d)		3,844		58,313		1.37	%
GameStop Corp. (d)		607		26,350		0.62	%
General Motors Co. (d)		1,259		45,286		1.07	%
Interpublic Group of Companies, Inc. (d)		5,042		102,958		2.43	%
News Corp. (a) (d)		4,635		70,220		1.66	%
Omnicom Group, Inc. (d)		1,096		81,685		1.93	%
Staples, Inc. (d)		6,497		106,973		2.51	%
				586,347		13.82	%
Consumer Staples - 1.39%
Wal-Mart Stores, Inc.		794		58,970		1.39	%

Energy - 9.16%
Baker Hughes, Inc. (d)		1,307		84,249		1.99	%
BP PLC - ADR (b) (d)		1,334		55,308		1.30	%
ConocoPhillips		325		20,696		0.49	%
ExxonMobil Corp. (d)		1,325		112,889		2.66	%
Murphy Oil Corp. (d)		560		24,338		0.57	%
Royal Dutch Shell PLC - ADR (b) (d)		575		34,339		0.81	%
Superior Energy Services, Inc. (d)		2,462		56,848		1.34	%
				388,667		9.16	%
Financials - 33.34%
Aflac, Inc. (d)		336		20,906		0.49	%
American International Group, Inc. (d)		1,403		82,230		1.94	%
Assurant, Inc. (d)		781		51,429		1.21	%
Axis Capital Holdings Ltd. (b) (d)		1,267		69,736		1.64	%
Bank of America Corp. (d)		5,086		83,919		1.98	%
Citigroup, Inc. (d)		1,647		89,069		2.11	%
Franklin Resources, Inc. (d)		1,183		60,227		1.42	%
Genworth Financial, Inc. (a)		2,672		21,216		0.50	%
Goldman Sachs Group, Inc. (d)		373		76,909		1.81	%
JPMorgan Chase & Co. (d)		1,116		73,410		1.73	%
Legg Mason, Inc. (d)		1,291		68,888		1.62	%
Metlife, Inc. (d)		1,126		58,845		1.39	%
Morgan Stanley (d)		2,034		77,699		1.83	%
PartnerRe, Ltd. (b) (d)		521		68,475		1.61	%
PNC Financial Services Group, Inc. (d)		713		68,227		1.61	%
Progressive Corp. (d)		2,577		70,455		1.66	%
Regions Financial Corp. (d)		1,951		19,686		0.46	%
State Street Corp. (d)		1,057		82,372		1.94	%
Torchmark Corp.		1,323		75,504		1.78	%
UBS Group AG (a) (b) (d)		1,947		42,016		0.99	%
Validus Holdings, Ltd. (b) (d)		1,263		54,195		1.28	%
Voya Financial, Inc. (d)		1,385		62,754		1.48	%
Wells Fargo & Co. (d)		652		36,486		0.86	%
				1,414,653		33.34	%


Health Care - 9.83%
Abbott Laboratories (d)	2,873		139,629		3.29	%
Baxter International, Inc. (d)	904		60,215		1.42	%
Cigna Corp. (d)	857		120,691		2.85	%
Gilead Sciences, Inc. (a) (d)	678		76,119		1.79	%
Patterson Companies, Inc. (d)	422		20,188		0.48	%
			416,842		9.83	%
Industrials - 8.38%
AECOM Technology Corp. (a) (d)	1,601		52,881		1.25	%
Cummins, Inc. (d)	302		40,936		0.97	%
Dover Corp. (d)	473		35,664		0.84	%
Owens Corning, Inc. (d)	1,309		55,449		1.31	%
Parker Hannifin Corp. (d)	597		71,897		1.68	%
Stanley Black & Decker, Inc.	525		53,781		1.27	%
Terex Corp. (d)	1,812		44,811		1.06	%
			355,419		8.38	%
Information Technology - 23.44%
Amdocs, Ltd. (b) (d)	1,446		79,313		1.87	%
Arrow Electronics, Inc. (a) (d)	642		39,027		0.92	%
Avnet, Inc. (d)	2,290		100,783		2.38	%
Cisco Systems, Inc. (d)	1,946		57,037		1.34	%
Corning, Inc. (d)	2,513		52,572		1.24	%
Hewlett-Packard Co. (d)	3,638		121,510		2.87	%
Intel Corp. (d)	1,759		60,615		1.43	%
International Business Machines Corp. (d)	137		23,242		0.55	%
Jabil Circuit, Inc. (d)	2,162		53,120		1.25	%
Microsoft Corp. (d)	2,008		94,095		2.22	%
ON Semiconductor Corp. (a) (d)	9,005		119,406		2.81	%
Oracle Corp. (d)	2,340		101,767		2.40	%
QUALCOMM, Inc. (d)	282		19,650		0.46	%
Synopsys, Inc. (a) (d)	1,446		72,141		1.70	%
			994,278		23.44	%
Utilities - 3.40%
Edison International	1,184		71,999		1.70	%
PG&E Corp.	1,347		72,024		1.70	%
			144,023		3.40	%
Total Common Stocks (Cost $4,173,023)			4,359,199		102.76	%

REITS - 6.21%
Financials - 6.21%
Hospitality Properties Trust (d)	1,982		59,837		1.41	%
Lamar Advertising Co. (d)	2,296		139,183		3.28	%
Senior Housing Properties Trust	3,215		64,332		1.52	%
Total REITS (Cost $257,944)			263,352		6.21	%

SHORT-TERM INVESTMENTS - 0.75%
Short Term Treasury Investment - Institutional Class, 0.02% (c)	31,700		31,700		0.75	%
Total Short-Term Investments (Cost $31,700)			31,700		0.75	%

Total Investments (Cost $4,462,667) - 109.72%			4,654,251		109.72	%
Liabilities in Excess of Other Assets - (9.72)%			(412,326	)	(9.72	)%
TOTAL NET ASSETS - 100.00%		$	4,241,925		100.00	%

Percentages are stated as a percent of net assets.

REIT

Real Estate Investment Trust

ADR

American Depository Receipt

(a)

Non-Income Producing Security.

(b)

Foreign Issued Security.

(c)

Rate show is the 7-day yield as of May 31, 2015.

(d)

All of a portion of the security has been pledged in connection with open short securities.

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

The accompanying notes are an integral part of these financial statements.

Pzena Long/Short Value Fund
Schedule of Securities Sold Short
May 31, 2015 (Unaudited)
					% of
	Shares		Fair Value		Net Assets
COMMON STOCKS - 52.49%
Consumer Discretionary - 10.82%
Amazon.com, Inc. (a)		80	$	34,338		0.81	%
Cabelas, Inc. (a)		532		27,132		0.64	%
Chipotle Mexican Grill, Inc. (a)		30		18,466		0.44	%
Goodyear Tire & Rubber Co.		1,085		34,552		0.81	%
GoPro, Inc. (a)		711		39,432		0.93	%
Hilton Worldwide Holdings, Inc. (a)		1,035		29,974		0.71	%
Kate Spade & Co. (a)		955		23,665		0.56	%
Las Vegas Sands Corp.		546		27,753		0.65	%
Lions Gate Entertainment Corp. (b)		985		32,594		0.77	%
MGM Resorts International (a)		1,463		29,333		0.69	%
Netflix, Inc. (a)		55		34,323		0.81	%
Restoration Hardware Holdings Inc. (a)		327		29,744		0.70	%
Tesla Motors, Inc. (a)		140		35,112		0.83	%
Tiffany & Co.		346		32,430		0.76	%
Wynn Resorts Ltd.		298		30,006		0.71	%
				458,854		10.82	%
Consumer Staples - 0.83%
Estee Lauder Companies, Inc.		401		35,059		0.83	%

Energy - 5.71%
Cabot Oil & Gas Corp.		928		31,515		0.74	%
Core Laboratories N.V. (b)		243		28,548		0.67	%
Diamondback Energy, Inc. (a)		418		32,524		0.77	%
EQT Corp.		395		33,603		0.79	%
Pioneer Natural Resources Co.		206		30,453		0.72	%
Range Resources Corp.		497		27,539		0.65	%
Targa Resources Corp.		326		29,976		0.71	%
Teekay Corp. (b)		614		28,133		0.66	%
				242,291		5.71	%
Financials - 2.22%
Charles Schwab Corp.		1,018		32,220		0.76	%
SLM Corp. (a)		2,980		30,575		0.72	%
TFS Financial Corp.		2,105		31,259		0.74	%
				94,054		2.22	%
Health Care - 7.18%
Alexion Pharmaceuticals, Inc. (a)		172		28,180		0.66	%
Align Technology, Inc. (a)		525		31,852		0.75	%
Athenahealth, Inc. (a)		248		28,917		0.68	%
Envision Healthcare Holdings, Inc. (a)		830		30,668		0.72	%
IDEXX Laboratories, Inc. (a)		161		21,832		0.52	%
Illumina, Inc. (a)		170		35,034		0.83	%
Intercept Pharmaceuticals, Inc. (a)		107		27,306		0.64	%
Puma Biotechnology, Inc. (a)		165		32,249		0.76	%
Seattle Genetics, Inc. (a)		879		37,876		0.89	%
Taro Pharmaceutical Industries, Ltd. (a) (b)		207		30,781		0.73	%
				304,695		7.18	%

Industrials - 5.74%
Genesee & Wyoming, Inc. (a)	345	28,407	0.67	%
HEICO Corp.	569	32,604	0.77	%
Kansas City Southern	301	27,240	0.64	%
Pall Corp.	257	31,981	0.76	%
Robert Half International, Inc.	535	30,158	0.71	%
Union Pacific Corp.	290	29,264	0.69	%
United Parcel Service, Inc.	305	30,262	0.71	%
Waste Connections, Inc.	692	33,583	0.79	%
		243,499	5.74	%
Information Technology - 12.78%
Akamai Technologies, Inc. (a)	420	32,033	0.76	%
Arista Networks, Inc. (a)	436	30,481	0.72	%
Aspen Technology, Inc. (a)	613	26,236	0.62	%
Atmel Corp.	2,489	22,077	0.52	%
Autodesk, Inc. (a)	552	29,891	0.71	%
Cognex Corp. (a)	619	31,241	0.74	%
EchoStar Corp. (a)	591	29,609	0.70	%
Guidewire Software, Inc. (a)	631	30,572	0.72	%
LinkedIn Corp. (a)	161	31,384	0.74	%
NetSuite, Inc. (a)	324	30,268	0.71	%
Pandora Media, Inc. (a)	1,367	25,522	0.60	%
Red Hat, Inc. (a)	440	33,999	0.80	%
Salesforce.com, Inc. (a)	445	32,374	0.76	%
SunEdison, Inc. (a)	1,100	32,967	0.78	%
Ultimate Software Group, Inc. (a)	192	31,063	0.73	%
VMware, Inc. (a)	375	32,745	0.77	%
Workday, Inc. (a)	361	28,490	0.67	%
Yelp, Inc. (a)	648	31,046	0.73	%
		541,998	12.78	%
Materials - 5.17%
Air Products & Chemicals, Inc.	211	30,966	0.73	%
International Paper Co.	550	28,507	0.67	%
MeadWestvaco Corp.	592	29,920	0.71	%
Monsanto Co.	257	30,064	0.71	%
NewMarket Corp.	76	34,991	0.82	%
Platform Specialty Products Corp. (a)	1,305	34,152	0.81	%
PolyOne Corp.	790	30,723	0.72	%
		219,323	5.17	%
Utilities - 2.04%
Aqua America, Inc.	1,156	30,426	0.72	%
ITC Holdings Corp.	758	26,750	0.63	%
Sempra Energy	275	29,554	0.69	%
		86,730	2.04	%
Total Common Stocks (Proceeds $2,168,207)		2,226,503	52.49	%

REITS - 5.97%
Financials - 5.97%
Boston Properties, Inc.	207	26,916	0.63	%
Kilroy Realty Corp.	299	20,652	0.49	%
Plum Creek Timber Company, Inc.	714	29,460	0.69	%
Prologis, Inc.	708	28,030	0.66	%
Public Storage	164	31,740	0.75	%
Simon Property Group, Inc.	146	26,484	0.62	%
SL Green Realty Corp.	253	30,021	0.71	%

Taubman Centers, Inc.		395		29,242	0.69	%
Vornado Realty Trust		310		30,966	0.73	%
Total REITS (Proceeds $255,434)				253,511	5.97	%

Total Securities Sold Short (Proceeds $2,423,641) - 58.46%			$	2,480,014	58.46	%

Percentages are stated as a percent of net assets.

As of May 31, 2015 securities and cash collateral of $3,954,084 has been pledged in connection with open short securities.

REIT	Real Estate Investment Trust
PLC	Public Limited Company
(a)	Non-Income Producing Security.
(b)	Foreign Issued Security.

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

The cost basis of investments for federal income tax purposes at May 31, 2015 was as follows*:

	Cost of investments	$	4,558,880
	Gross unrealized appreciation		310,752
	Gross unrealized depreciation		(215,381)
	Net unrealized depreciation	$	95,371

*Because tax adjustments are calculated annually, the above table reflects the tax adjustments outstanding
at the Fund's previous fiscal year end. For the previous fiscal year's federal income tax information, please
refer to the Notes to Financial Statements section in the Fund's most recent semi-annual or annual report.

Summary of Fair Value Measurements at May 31, 2015 (Unaudited)
The Funds have adopted authoritative fair value accounting standards which establish an authoritative
definition of fair value and set out a hierarchy for measuring fair value. These standards require additional
disclosures about the various inputs and valuation techniques used to develop the measurements of fair
value, a discussion in changes in valuation techniques and related inputs during the period and expanded
disclosure of valuation levels for major security types. These inputs are summarized in the three broad
levels listed below:

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 Funds’ 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.

Following is a description of the valuation techniques applied to the Funds’ major categories of assets and
liabilities measured at fair value on a recurring basis.

Equity Securities - Equity securities, including common stocks, preferred stocks, foreign-issued common
stocks, exchange-traded funds, closed-end mutual funds and real estate investment trusts (REITs), 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 Global 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 securities which are not traded in the NASDAQ Global Market System shall be valued at
the most recent sales price. To the extent these securities are actively traded and valuation adjustments are
not applied, they are categorized in level 1 of the fair value hierarchy.

Participatory Notes - Participatory notes are valued with an evaluated price provided by an independent pricing
service. These securities will generally be classified in level 2 of the fair value hierarchy.