N-CSR 1 ast-davidson_ncsr.htm ANNUAL CERTIFIED SHAREHOLDER REPORT


As filed with the U.S. Securities and Exchange Commission on September 9, 2019



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 Street
Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)



Jeffrey T. Rauman, President/Chief Executive Officer
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) 765-6872
Registrant's telephone number, including area code



Date of fiscal year end: June 30, 2019


Date of reporting period:  June 30, 2019

Item 1. Reports to Stockholders.
 



DAVIDSON MULTI-CAP EQUITY FUND

ANNUAL REPORT

For the year ended

June 30, 2019

 

 

 

 

 

Dear Shareholder:

 

As we write this letter, we again find markets nearing all-time highs, due largely to a strong and persistent rise in stocks since the beginning of 2019. Over the last twelve months, market volatility has persisted – markets subdued in the second half of 2018 have since rebounded, despite tepid economic growth and a persistently low interest rate environment. Such an environment can create a scarcity premium for growth, whereby investment capital flows to a select group of companies exhibiting attractive growth in an overall slow-growth economy. Additionally, prolonged periods of low interest rates and easy access to capital can lower the hurdle in favor of more speculative growth opportunities. While this dynamic is somewhat unusual from a historical perspective, the U.S. consumer remains strong and optimistic, and we continue to believe in the ability of businesses to grow and innovate in this environment.

 

Although the current landscape for investing is unpredictable, we at Davidson Funds remain committed to maintaining a consistent and risk-aware approach to portfolio management. We continue to take a long-term approach to investing, seeking fundamentally sound companies with solid balance sheets as well as good growth potential.

 

PERFORMANCE OVERVIEW

 

The S&P Composite 1500® Index, the current benchmark for the Davidson Multi-Cap Equity Fund, finished the fiscal year ended June 30, 2019 up 9.32%. The Russell 3000® Index, the prior benchmark for the Davidson Multi-Cap Equity Fund, finished the twelve month period ended June 30, 2019 up 8.98%. The Class A shares of the Fund returned 2.32% on a fully-loaded basis and 7.71% on a no-load* basis during the fiscal year ended June 30, 2019; the Class I shares generated a total return of 7.96% over the same time period.

 

The Information Technology sector was the Fund’s primary contributor to performance; within this sector, Tableau Software, Inc. (“Tableau”), Fortinet Inc. (“Fortinet”), and Cisco Systems, Inc. (“Cisco”) were stand-out performers. Tableau announced that salesforce.com would acquire the company in a stock deal expected to close later this year. Fortinet’s quarterly billings and revenue growth, combined with lower-than-expected operating expenses due to increased sales productivity, led to results that exceeded expectations. Regarding Cisco, fiscal Q2 earnings beat consensus estimates, with continued traction in its new product lineup and subscription services. The company also increased both their quarterly dividend and share buyback program. Consumer Discretionary holding, Starbucks Corp. (“Starbucks”), was also additive to performance. Quarterly results have been better than anticipated, in particu-lar, same-store-sales comps, which have been a concern for investors. The Industrials sector was the Fund’s main detractor from performance, with shares of Nielsen Holdings PLC (“Nielsen”) and FedEx Corp. (“FedEx”) declining. Regarding Nielsen, though the company reported solid quarterly results, margin guidance was negatively impacted by higher than expected interest expense and increased investments in technology in order to develop new products. FedEx has reported quarterly tepid results, driven by macro weakness, trade uncertainty, continued mix pressures and the discontinuation of the company’s Express shipping contract with Amazon. Financials sector holding, State Street Corp. also detracted from performance. The company has struggled to generate better profitability, despite cost-cutting measures; management has also cautioned a softer revenue outlook than previously anticipated. Lastly, within the Communication Services sector, Alphabet Inc. (“Alphabet”) and Zayo Group Holdings Inc. (“Zayo”), negatively impacted performance. Regarding Alphabet, news of a potential Justice Department antitrust investigation surrounding the company’s market leadership has weighed on the stock. Zayo’s management changed strategic direction several times over the past twelve months, causing investor anxiety and frustration. That said, the company ultimately agreed to be acquired and taken private in a transaction that is expected to close during the first half of 2020.


MARKET PERSPECTIVE

 

The global growth outlook further weakened in the first half of 2019 as trade tensions continued to escalate. We believe a positive near-term resolution to the U.S./China trade dispute is becoming increasingly critical in order to maintain economic expansion at this stage of the business cycle. While business confidence is more subdued given the trade issues, consumer confidence and spending remain healthy, which is encouraging considering its significant contribution to U.S. growth.

 

Despite the decelerating growth outlook, equity markets continued to post strong gains year-to-date. Equity markets are responding to increased expectations that the U.S. Federal Reserve Board will lower interest rates in the second half of the year. While lower rates can potentially support higher security valuations, which we have already seen this year, ultimately, we believe it will be improving fundamentals and earnings growth that will drive future equity performance.

 

Value as a factor has been a laggard nine out of the last ten quarters. The divergence between Growth and Value stocks is currently at a historical extreme and some are questioning if the premium historically associated with Value will ever return. We understand and appreciate the arguments for these current trends to persist. Nevertheless, these arguments assume current conditions won’t change. We continue to be mindful of structural changes in the economy and look for companies with an appropriate balance of growth opportunity, business model strength and valuation support. Consequently, our strategy at this time has slightly more exposure to the Value factor, although size as a factor is more impactful, given the strategy’s overweight position in mid-cap stocks. At this stage of the business cycle, we believe Value provides a more compelling risk reward should the market environment change and it would be a mistake to abandon having a disciplined approach to valuation just because of recent price action.

 

IN CLOSING

 

We would like to take this opportunity to thank you again for your trust you have placed in us; the continued support of our shareholders truly remains our greatest asset. As always, please feel free to contact us with any questions or comments you may have.

2

 

Sincerely,

 

Andrew I. Davidson

President

Davidson Investment Advisors, Inc.

 

Must be preceded or accompanied by a prospectus.

 

Past performance does not guarantee future results. Investment performance reflects fee waivers and in the absence of these waivers returns would be lower.

 

Mutual fund investing involves risk. Principal loss is possible. Small- and medium-capitalization companies tend to have limited liquidity and greater price volatility than large-capitalization companies. Growth stocks typically are more volatile than value stocks; however, value stocks have a lower expected growth rate in earnings and sales. Investments in foreign securities involve political, economic and currency risks, greater volatility and differences in accounting methods. These risks are greater for emerging markets. Investments in exchangetraded funds (“ETFs”), are subject to additional risks that do not apply to conventional mutual funds, including the risks that the market price of an ETF’s shares may trade at a discount to its net asset value (“NAV”), an active secondary trading market may not develop or be maintained, or trading may be halted by the exchange in which they trade, which may impact a fund’s ability to sell its shares. The Fund will bear its share of the fees and expenses of the underlying funds. Shareholders will pay higher expenses than would be the case if making direct investments in the underlying funds. The Fund may also use options and future contracts, which have the risks of unlimited losses of the underlying holdings due to unanticipated market movements and failure to correctly predict the direction of securities prices, interest rates and currency exchange rates. The investment in options is not suitable for all investors.

 

The S&P Composite 1500® Index combines three leading indices, the S&P 500®, the S&P MidCap 400® and the S&P SmallCap 600® to cover approximately 90% of the U.S. market capitalization. It is designed for investors seeking to replicate the performance of the U.S. equity market or benchmark against a representative universe of tradeable stocks. One cannot invest directly in an index.

 

The Russell 3000® Index measures the performance of the largest 3,000 U.S. companies representing approximately 98% of the investable U.S. equity market. One cannot invest directly in an index.

 

Fund holdings and/or sector allocations are subject to change at any time and are not recommendations to buy or sell any security. Please refer to the Schedule of Investments for a complete listing of fund holdings. Current and future portfolio holdings are subject to risk.

 

Earnings growth is not a measure of the Fund’s future performance.

3

 

The opinions expressed in this letter are those of the Fund manager, are subject to change, are not guaranteed, and should not be considered investment advice.

 

Diversification does not assure a profit or protect against a loss in a declining market.

 

*The no-load basis refers to the performance with front-end and back-end sales loads waived. The fully-loaded returns reflect a 5% sales load for the A shares.

 

Davidson Investment Advisors, Inc. is the adviser to the Davidson Funds, which are distributed by Quasar Distributors, LLC.

4

Davidson Multi-Cap Equity Fund

EXPENSE EXAMPLE at June 30, 2019 (Unaudited)



Shareholders in mutual funds generally incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution and/or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested in Class A and Class I at the beginning of the period and held for the entire period (1/1/19 – 6/30/19).

 

Actual Expenses

The first line of the tables below provides information about actual account values and actual expenses, with actual net expenses being limited to 1.15% and 0.90% per the operating expenses limitation agreement for Class A and Class I, respectively. The Example below includes, but is not limited to, management fees, fund accounting, custody and transfer agent fees. However, the Example below does not include portfolio trading commissions and related expenses. In addition, you will be assessed fees for outgoing wire transfers, returned checks, and stop payment orders at prevailing rates charged by U.S. Bancorp Fund Services, LLC, the Fund’s transfer agent. You may use the information in the first line of the tables, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period’’ to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

The second line of the tables below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and will not help you determine the relative total costs of owning different funds, as they may charge transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the tables is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Class A

 

  Beginning
Account Value

1/1/19
  Ending
Account Value
6/30/19
  Expenses Paid
During Period*
1/1/19-6/30/19
 
Actual $1,000.00   $1,165.60   $6.17  
Hypothetical (5% return before expenses) $1,000.00   $1,019.09   $5.76  

 

*Expenses are equal to the Fund’s annualized expense ratio of 1.15%, multiplied by the average account value over the period, multiplied by 181 (days in most recent fiscal half-year)/365 days to reflect the one-half year expense.

5

Davidson Multi-Cap Equity Fund

EXPENSE EXAMPLE at June 30, 2019 (Unaudited), continued



Class I

  Beginning
Account Value
1/1/19
  Ending
Account Value
6/30/19
  Expenses Paid
During Period*
1/1/19-6/30/19
 
Actual $1,000.00   $1,167.20   $4.84  
Hypothetical (5% return before expenses) $1,000.00   $1,020.33   $4.51  


 *Expenses are equal to the Fund’s annualized expense ratio of 0.90%, multiplied by the average account value over the period, multiplied by 181 (days in most recent fiscal half-year)/365 days to reflect the one-half year expense.

6

Davidson Multi-Cap Equity Fund

Comparison of the change in value of a hypothetical $10,000 investment in the

Davidson Multi-Cap Equity Fund - Class A vs. the Russell 3000® Index and the S&P Composite 1500® Index.



 

Average Annual Total Return: 1 Year   5 Years   10 Years   Inception
(10/30/2013)
 
Class A (with sales load) 2.32%     6.54%   12.40%    
Class A (without sales load) 7.71%     7.64%   12.97%    
Class I 7.96%     7.91%       9.13%  
Russell 3000® Index* 8.98%   10.19%   14.67%   11.24%  
S&P Composite 1500® Index* 9.32%   10.45%   14.73%   11.48%  

 

*Effective October 28, 2018, the S&P Composite 1500® Index has replaced the Russell 3000® Index as the comparitive index for the Fund.

 

Performance data quoted on this page represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling (877) 332-0529.

 

Returns reflect reinvestment of dividends and capital gains distributions. Fee waivers are in effect. In the absence of fee waivers, returns would be reduced. Class A shares may be subject to a 5.00% front-end sales load. Class A shares do not have a contingent deferred sales charge (“CDSC”) except that a charge of 1% applies to certain redemptions made within seven calendar days, or to redemptions made within twelve months following purchases of $1 million or more without an initial sales charge. The performance data and graph do not reflect the deduction of taxes that a shareholder would pay on dividends, capital gains distributions, or redemption of Fund shares. Indices do not incur expenses and are not available for investment.

 

The Russell 3000® Index measures the performance of the largest 3,000 U.S. companies representing approximately 98% of the investable U.S. equity market. You cannot invest directly in an index.

7

Davidson Multi-Cap Equity Fund

Comparison of the change in value of a hypothetical $10,000 investment in the

Davidson Multi-Cap Equity Fund - Class A vs. the Russell 3000® Index and the S&P Composite 1500® Index., continued



The S&P Composite 1500® Index combines the S&P 500® Index, the S&P MidCap 400® Index, and the S&P SmallCap 600® Index. The S&P 500® Index is an unmanaged index considered representative of the U.S. stock market. The S&P MidCap 400® Index is an unmanaged index considered representative of mid-sized U.S. companies. The S&P SmallCap 600® Index is a market-value weighted index considered representative of small-cap U.S. stocks.

8

Davidson Multi-Cap Equity Fund

SECTOR ALLOCATION OF PORTFOLIO ASSETS at June 30, 2019 (Unaudited)



 

Percentages represent market value as a percentage of total investments.

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s 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.

9

Davidson Multi-Cap Equity Fund
SCHEDULE OF INVESTMENTS at June 30, 2019

             
Shares     COMMON STOCKS - 90.05%   Value  
        Aerospace & Defense - 3.00%        
  25,800     United Technologies Corp.   $ 3,359,160  
                 
        Air Freight & Logistics - 1.45%        
  9,910     Fedex Corp.     1,627,123  
                 
        Banks - 6.15%        
  30,270     Citigroup, Inc.     2,119,808  
  22,910     First Republic Bank     2,237,162  
  22,645     JPMorgan Chase & Co.     2,531,711  
              6,888,681  
        Beverages - 1.99%        
  17,005     PepsiCo, Inc.     2,229,866  
                 
        Biotechnology - 6.91%        
  12,371     Amgen, Inc.     2,279,728  
  34,145     Celgene Corp. (a)     3,156,364  
  34,195     Gilead Sciences, Inc.     2,310,214  
              7,746,306  
        Capital Markets - 1.61%        
  32,130     State Street Corp.     1,801,208  
                 
        Chemicals - 3.70%        
  63,402     Corteva, Inc. (a)     1,874,797  
  11,399     Dow, Inc.     562,085  
  22,832     DuPont de Nemours, Inc.     1,713,998  
              4,150,880  
        Communications Equipment - 3.71%        
  75,935     Cisco Systems, Inc.     4,155,922  
                 
        Diversified Telecommunication Services - 2.22%        
  75,430     Zayo Group Holdings, Inc. (a)     2,482,401  
                 
        Electrical Equipment - 1.92%        
  25,795     Eaton Corp PLC (b)     2,148,208  
                 
        Energy Equipment & Services - 1.46%        
  66,335     Baker Hughes a GE Co.     1,633,831  

 

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

10

Davidson Multi-Cap Equity Fund 

SCHEDULE OF INVESTMENTS at June 30, 2019, continued

             
Shares     COMMON STOCKS - 90.05% - continued   Value  
      Entertainment - 1.94%      
  21,420     Electronic Arts, Inc. (a)   $ 2,168,989  
                 
        Food & Staples Retailing - 4.18%        
  112,995     Sprouts Farmers Market, Inc. (a)     2,134,476  
  23,070     Walmart, Inc.     2,549,004  
              4,683,480  
        Health Care Equipment & Supplies - 2.18%        
  9,712     Becton, Dickinson & Co.     2,447,521  
                 
        Health Care Providers & Services - 4.00%        
  11,919     Cigna Corp.     1,877,838  
  15,035     Laboratory Corp. of America Holdings (a)     2,599,552  
              4,477,390  
        Health Care Technology - 2.33%        
  35,600     Cerner Corp.     2,609,480  
                 
        Hotels, Restaurants & Leisure - 2.43%        
  32,535     Starbucks Corp.     2,727,409  
                 
        Household Products - 1.54%        
  23,575     Church & Dwight Co., Inc.     1,722,389  
                 
        Industrial Conglomerates - 2.04%        
  13,165     3M Co.     2,282,021  
                 
        Insurance - 3.52%        
  39,105     Principal Financial Group, Inc.     2,264,962  
  20,970     Progressive Corp.     1,676,132  
              3,941,094  
        Interactive Media & Services - 3.37%        
  3,493     Alphabet, Inc. - Class C (a)     3,775,619  
                 
        Internet & Direct Marketing Retail - 2.17%        
  61,690     eBay, Inc.     2,436,755  
                 
        IT Services - 1.67%        
  15,300     Worldpay, Inc. (a)     1,875,015  

 

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

11

Davidson Multi-Cap Equity Fund

SCHEDULE OF INVESTMENTS at June 30, 2019, continued

             
Shares     COMMON STOCKS - 90.05% - continued   Value  
      Machinery - 1.59%      
  33,930     Flowserve Corp.   $ 1,787,772  
                 
        Multiline Retail - 1.02%        
  35,755     Nordstrom, Inc.     1,139,154  
                 
        Multi-Utilities - 2.81%        
  22,905     Sempra Energy     3,148,063  
                 
        Oil, Gas & Consumable Fuels - 3.64%        
  23,074     Chevron Corp.     2,871,328  
  84,575     Marathon Oil Corp.     1,201,811  
              4,073,139  
        Semiconductors & Semiconductor Equipment - 1.74%        
  18,830     Silicon Laboratories, Inc. (a)     1,947,022  
                 
        Software - 8.74%        
  24,465     Fortinet, Inc. (a)     1,879,646  
  6,355     Intuit, Inc.     1,660,752  
  30,940     Microsoft Corp.     4,144,722  
  12,675     Tableau Software, Inc. - Class A (a)     2,104,304  
              9,789,424  
        Technology Hardware, Storage & Peripherals - 3.01%        
  17,024     Apple, Inc.     3,369,390  
                 
        Textiles, Apparel & Luxury Goods - 2.01%        
  58,270     Gildan Activewear, Inc. (b)     2,253,884  
                 
        TOTAL COMMON STOCKS (Cost $67,230,891)     100,878,596  

 

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

12

Davidson Multi-Cap Equity Fund

SCHEDULE OF INVESTMENTS at June 30, 2019, continued 

             
Shares     REITs - 8.02%   Value  
  129,145     AGNC Investment Corp.   $ 2,172,219  
  50,915     American Campus Communities, Inc.     2,350,236  
  74,350     CubeSmart     2,486,264  
  86,680     Starwood Property Trust, Inc.     1,969,370  
        TOTAL REITs (Cost $7,953,575)     8,978,089  
                 
        MONEY MARKET FUND - 1.53%        
  1,716,139     Fidelity Institutional Government Portfolio - Class I, 2.25% (c)     1,716,139  
        TOTAL MONEY MARKET FUND (Cost $1,716,139)     1,716,139  
                 
        Total Investments in Securities (Cost $76,900,605) - 99.60%     111,572,824  
        Other Assets in Excess of Liabilities - 0.40%     451,595  
        NET ASSETS - 100.00%   $ 112,024,419  

 

PLC Public Limited Company
REIT Real Estate Investment Trust
(a) Non-income producing security.
(b) U.S. traded security of a foreign issuer.
(c) Rate shown is the 7-day annualized yield as of June 30, 2019.

 

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s 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.

13

Davidson Multi-Cap Equity Fund 

STATEMENT OF ASSETS AND LIABILITIES at June 30, 2019

       
ASSETS:      
Investments in securities, at value (identified cost $76,900,605)   $ 111,572,824  
Receivables        
Investment securities sold     2,577,676  
Fund shares sold     18,133  
Dividends and interest     124,569  
Prepaid expenses     23,964  
Total assets     114,317,166  
         
LIABILITIES:        
Payables        
Investment securities purchased     2,112,720  
Fund shares redeemed     400  
Advisory fee (Note 4)     47,201  
12b-1 distribution fees     43,901  
Administration fees     27,394  
Audit fees     22,000  
Transfer agent fees and expenses     15,167  
Fund accounting fees     11,888  
Shareholder reporting     4,144  
Custody fees     2,337  
Chief Compliance Officer fees     2,000  
Legal fees     1,543  
Trustee fees and expenses     236  
Other expenses     1,816  
Total liabilities     2,292,747  
         
NET ASSETS   $ 112,024,419  
         
COMPONENTS OF NET ASSETS:        
Paid-in capital   $ 70,518,946  
Total distributable earnings     41,505,473  
Net assets   $ 112,024,419  

 

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

14

Davidson Multi-Cap Equity Fund

STATEMENT OF ASSETS AND LIABILITIES at June 30, 2019, continued

       
CALCULATION OF NET ASSET VALUE PER SHARE:      
Class A        
Net assets applicable to shares outstanding   $ 70,762,750  
Shares issued and outstanding [unlimited number of shares (par value $0.01) authorized]     2,801,096  
Net asset value and redemption price per share   $ 25.26  
Maximum offering price per share (Net asset value per share divided by 95.00%)   $ 26.59  
         
Class I        
Net assets applicable to shares outstanding   $ 41,261,669  
Shares issued and outstanding [unlimited number of shares (par value $0.01) authorized]     1,633,274  
Net asset value, redemption and offering price per share   $ 25.26  

 

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

15

Davidson Multi-Cap Equity Fund

STATEMENT OF OPERATIONS For the Year Ended June 30, 2019

       
INVESTMENT INCOME:      
Income:      
Dividends (net of withholding taxes of $4,543)   $ 1,945,618  
Interest     58,969  
Total investment income     2,004,587  
         
Expenses:        
Advisory fees (Note 4)     736,204  
12b-1 distribution fees - Class A (Note 5)     176,520  
Administration fees (Note 4)     143,300  
Transfer agent fees and expenses (Note 4)     88,422  
Fund accounting fees (Note 4)     68,671  
Federal and state registration fees     33,934  
Audit fees     22,000  
Trustee fees and expenses     16,164  
Custody fees (Note 4)     13,718  
Legal fees     13,370  
Chief Compliance Officer fee (Note 4)     10,500  
Reports to shareholders     9,768  
Insurance expense     3,159  
Other expenses     7,423  
Total expenses before advisory fee waiver     1,343,153  
Less: advisory fee waiver (Note 4)     (147,274 )
Net expenses     1,195,879  
Net investment income     808,708  
         
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:        
Net realized gain on investments     12,178,260  
Net change in unrealized appreciation on investments     (4,503,246 )
Net realized and unrealized gain on investments     7,675,014  
Net increase in net assets resulting from operations   $ 8,483,722  

 

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

16

Davidson Multi-Cap Equity Fund
STATEMENTS OF CHANGES IN NET ASSETS 

             
    Year Ended
June 30, 2019
    Year Ended
June 30, 2018
 
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS:                
Net investment income   $ 808,708     $ 1,293,750  
Net realized gain on investments     12,178,260       4,104,311  
Net change in unrealized appreciation/(depreciation) on investments     (4,503,246 )     5,615,541  
Net increase in net assets resulting from operations     8,483,722       11,013,602  
                 
DISTRIBUTIONS TO SHAREHOLDERS:                
Net dividends and distributions to shareholders - Class A     (6,623,628 )     (2,138,658 )
Net dividends and distributions to shareholders - Class I     (4,199,474 )     (1,256,119 )
Total distributions to shareholders     (10,823,102 )     (3,394,777 )(a)
                 
CAPITAL SHARE TRANSACTIONS:                
Net decrease in net assets derived from net change in outstanding shares (c)     (1,761,592 )     (6,813,137 )
                 
Total increase/(decrease) in net assets     (4,100,972 )     805,688  
                 
NET ASSETS:                
Beginning of year     116,125,391       115,319,703  
End of year   $ 112,024,419     $ 116,125,391 (b)

 

(a) Includes net investment income distributions of $385,849 and $264,489, and net realized gain distributions of $1,752,809 and $991,630, for Class A and Class I, respectively.
(b) Includes accumulated net investment income of $1,297,998.
(c) A summary of share transactions can be found on the following page.

 

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

17

Davidson Multi-Cap Equity Fund

STATEMENTS OF CHANGES IN NET ASSETS, continued

                         
    Class A  
    Year Ended
June 30, 2019
    Year Ended
June 30, 2018
 
    Shares     Paid-in Capital     Shares     Paid-in Capital  
Shares sold     116,473     $
2,826,704       69,150     $ 1,745,180  
Shares issued on reinvestments of distributions     269,784       6,142,993       80,873       2,034,769  
Shares redeemed**     (394,388 )     (9,800,835 )     (391,738 )     (9,936,741 )
Net decrease     (8,131 )   $
(831,138 )     (241,715 )   $ (6,156,792 )
                                 
** Net of redemption fees of           $ 1             $ 3  

 

    Class I  
    Year Ended
June 30, 2019
    Year Ended
June 30, 2018
 
    Shares     Paid-in Capital     Shares     Paid-in Capital  
Shares sold     157,681     $
3,769,193       147,904     $ 3,732,497  
Shares issued on reinvestments of distributions     116,463       2,648,365       31,100       782,777  
Shares redeemed     (292,595 )     (7,348,012 )     (202,990 )     (5,171,619 )
Net decrease     (18,451 )   $
(930,454 )     (23,986 )   $ (656,345 )

 

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

18

Davidson Multi-Cap Equity Fund - Class A

FINANCIAL HIGHLIGHTS
For a share outstanding throughout each year

       
    Year Ended June 30,  
    2019     2018     2017     2016     2015  
Net asset value, beginning of year   $ 26.01     $ 24.40     $ 21.73     $ 22.96     $ 22.61  
                                         
Income from investment operations:                                        
Net investment income^     0.15       0.26       0.14       0.19       0.06  
Net realized and unrealized gain/(loss) on investments     1.58       2.08       3.45       (0.54 )     1.31  
Total from investment operations     1.73       2.34       3.59       (0.35 )     1.37  
                                         
Less distributions:                                        
From net investment income     (0.36 )     (0.13 )     (0.04 )     (0.07 )     (0.21 )
From net realized gain on investments     (2.12 )     (0.60 )     (0.88 )     (0.81 )     (0.81 )
Total distributions     (2.48 )     (0.73 )     (0.92 )     (0.88 )     (1.02 )
                                         
Redemption fees retained     0.00 ^#     0.00 ^#                  
                                         
Net asset value, end of year   $ 25.26     $ 26.01     $ 24.40     $ 21.73     $ 22.96  
                                         
Total return     7.71 %     9.70 %     16.69 %     -1.46 %     6.34 %
                                         
Ratios/supplemental data:                                        
Net assets, end of year (thousands)   $ 70,763     $ 73,081     $ 74,428     $ 52,476     $ 53,419  
Ratio of expenses to average net assets:                                        
Before fee waivers     1.28 %     1.27 %     1.30 %     1.34 %     1.36 %
After fee waivers     1.15 %     1.15 %     1.15 %     1.15 %     1.15 %
Ratio of net investment income to average net assets:                                        
Before fee waivers     0.47 %     0.90 %     0.45 %     0.71 %     0.05 %
After fee waivers     0.60 %     1.02 %     0.60 %     0.90 %     0.26 %
Portfolio turnover rate     21.39 %     32.14 %     27.68 %     25.30 %     13.91 %

 

^ Based on average shares outstanding.
# Amount is less than $0.01.

 

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

19

Davidson Multi-Cap Equity Fund - Class I 

FINANCIAL HIGHLIGHTS

For a share outstanding throughout each year

       
    Year Ended June 30,  
    2019     2018     2017     2016     2015  
Net asset value, beginning of year   $ 26.06     $ 24.40     $ 21.74     $ 22.94     $ 22.59  
                                         
Income from investment operations:                                        
Net investment income^     0.23       0.32       0.20       0.25       0.12  
Net realized and unrealized gain/(loss) on investments     1.55       2.10       3.45       (0.54 )     1.30  
Total from investment operations     1.78       2.42       3.65       (0.29 )     1.42  
                                         
Less distributions:                                        
From net investment income     (0.46 )     (0.16 )     (0.11 )     (0.10 )     (0.26 )
From net realized gain on investments     (2.12 )     (0.60 )     (0.88 )     (0.81 )     (0.81 )
Total distributions     (2.58 )     (0.76 )     (0.99 )     (0.91 )     (1.07 )
                                         
Redemption fees retained                             0.00 ^#
                                         
Net asset value, end of year   $ 25.26     $ 26.06     $ 24.40     $ 21.74     $ 22.94  
                                         
Total return     7.96 %     10.03 %     16.95 %     -1.22 %     6.61 %
                                         
Ratios/supplemental data:                                        
Net assets, end of year (thousands)   $ 41,261     $ 43,044     $ 40,892     $ 27,865     $ 24,991  
Ratio of expenses to average net assets:                                        
Before fee waivers     1.03 %     1.02 %     1.05 %     1.09 %     1.11 %
After fee waivers     0.90 %     0.90 %     0.90 %     0.90 %     0.90 %
Ratio of net investment income to average net assets:                                        
Before fee waivers     0.77 %     1.14 %     0.72 %     0.96 %     0.32 %
After fee waivers     0.90 %     1.26 %     0.87 %     1.15 %     0.53 %
Portfolio turnover rate     21.39 %     32.14 %     27.68 %     25.30 %     13.91 %

 

^ Based on average shares outstanding.
# Amount is less than $0.01.

 

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

20

 

Davidson Multi-Cap Equity Fund

NOTES TO FINANCIAL STATEMENTS at June 30, 2019


NOTE 1 – ORGANIZATION

 

The Davidson Multi-Cap Equity Fund (the “Fund”) is a diversified series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”) as an open-end management investment company. The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 “Financial Services – Investment Companies”. The Fund’s investment objective is to seek long-term capital appreciation. The Fund’s Class A shares and Class I shares commenced operations on August 11, 2008 and October 30, 2013, respectively.

 

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: 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. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for the open tax years 2016-2018, or expected to be taken in the Fund’s 2019 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal and the state of Wisconsin; however 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. Securities Transactions, Income and Distributions: Securities transactions are accounted for on the trade date. Realized gains and losses on securities sold are determined on a first-in, first-out basis. 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.

 

Investment income, expenses (other than those specific to the class of shares), and realized and unrealized gains and losses on investments are allocated to the separate classes of the Fund based upon their relative net assets on the date income is earned or expensed and realized and unrealized gains and losses are incurred.

 

The Fund is charged for those expenses that are directly attributable to it, such as investment advisory, custody and transfer agent fees. 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.

 

The Fund distributes substantially all net investment income, if any, and net realized capital 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 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. 

 

21

Davidson Multi-Cap Equity Fund

NOTES TO FINANCIAL STATEMENTS at June 30, 2019, continued


 


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 June 30, 2019, the Fund made the following permanent tax adjustments resulting from tax equalization on the Statement of Assets and Liabilities:

 

Distributable   Paid-in
Earnings   Capital
$(702,696)   $702,696

 


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. Redemption Fees: The Fund charges a 1.00% redemption fee to shareholders who redeem shares held for 7 calendar days or less. Such fees are retained by the Fund and accounted for as an addition to paid-in capital. During the year ended June 30, 2019, the Class A shares retained $1 in redemption fees.

 


G. REITs: The Fund has made certain investments in real estate investment trusts (“REITS”) which pay dividends to its shareholders based upon funds available from operations. It is quite common for these dividends to exceed to exceed the REITs’ 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 its annual distributions to its shareholders and, accordingly, a portion of the Fund’s distributions may also be designated as a return of capital.

 


H. Events Subsequent to the Fiscal Year End: In preparing the financial statements as of June 30, 2019, management considered the impact of subsequent events for potential recognition or disclosure in the financial statements. Management has determined there were no subsequent events that would need to be disclosed in the Fund’s financial statements.

 

NOTE 3 – SECURITIES VALUATION

 

The Fund has 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 majority 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.

 

22

Davidson Multi-Cap Equity Fund

NOTES TO FINANCIAL STATEMENTS at June 30, 2019, continued


 


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.

 

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

 

The Fund determines the fair value of its investments and computes its net asset value per share as of the close of regular trading on the New York Stock Exchange (4:00 pm EST).

 

Equity Securities: The Fund’s investments are carried at fair value. Equity securities including common stocks, real estate investment trusts, and exchange-traded funds 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. 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 debt securities, including those securities having a maturity of 60 days or less, are valued at the evaluated mean between the bid and asked prices. To the extent the inputs are observable and timely, these securities would be classified in Level 2 of the fair value hierarchy.

 

The Board of Trustees (“Board”) has delegated day-to-day valuation issues to a Valuation Committee of the Trust which is comprised of representatives from the Fund’s administrator, U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (“Fund Services”). 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 valued 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 at June 30, 2019:

 

23

Davidson Multi-Cap Equity Fund

NOTES TO FINANCIAL STATEMENTS at June 30, 2019, continued


 

    Level 1     Level 2     Level 3     Total  
Common Stocks                                
Communication Services   $ 8,427,009     $     $     $ 8,427,009  
Consumer Discretionary     8,557,202                   8,557,202  
Consumer Staples     8,635,735                   8,635,735  
Energy     5,706,970                   5,706,970  
Financials     12,630,983                   12,630,983  
Health Care     17,280,697                   17,280,697  
Industrials     11,204,283                   11,204,283  
Information Technology     21,136,774                   21,136,774  
Materials     4,150,880                   4,150,880  
Utilities     3,148,063                   3,148,063  
Total Common Stocks     100,878,596                   100,878,596  
REITs     8,978,089                   8,978,089  
Money Market Fund     1,716,139                   1,716,139  
Total Investments in                                
Securities   $ 111,572,824     $     $     $ 111,572,824  

 

Refer to the Fund’s schedule of investments for a detailed break-out of securities by industry classification. Transfers between levels are recognized at June 30, 2019, the end of the reporting period. During the year ended June 30, 2019, the Fund recognized no transfers between levels.

 

In August 2018, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An entity is permitted to early adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of the additional disclosures, which are required for public companies only, until their effective date. Management is currently evaluating the impact these changes will have on the Fund’s financial statements and disclosures.

 

NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

 

Davidson Investment Advisors, Inc. (the “Advisor”) provides 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 0.65% based upon the average daily net assets of the Fund. For the year ended June 30, 2019, the Fund incurred $736,204 in advisory fees. Advisory fees payable at June 30, 2019 for the Fund were $47,201.

  

24

Davidson Multi-Cap Equity Fund

NOTES TO FINANCIAL STATEMENTS at June 30, 2019, continued


The Fund is responsible for its own operating expenses. The Advisor has contractually 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 Class A and Class I net annual operating expenses to 1.15% and 0.90%, respectively, of average daily net assets. Any such reductions 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 any subsequent month in the 36-month period from the date of the management fee reduction and expense payment if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) will not cause the Fund to exceed the lesser of: (1) the expense limitation in place at the time of the management fee reduction and expense payment; or (2) the expense limitation in place at the time of the reimbursement. Any such reimbursement is also contingent upon Board of Trustees review and approval at 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 June 30, 2019, the Advisor reduced its fees and absorbed Fund expenses in the amount of $147,274. Cumulative expenses subject to recapture pursuant to the aforementioned conditions expire as follows:

 

6/30/2020   6/30/2021   6/30/2022   Total
$168,027   $142,440   $147,274   $457,741

 

Fund Services serves as the Fund’s administrator, fund accountant, and transfer agent. In those capacities, Fund Services maintains the Fund’s books and records, calculates the Fund’s NAV, prepares various federal and state regulatory filings, coordinates the payment of fund expenses, reviews expense accruals and prepares materials supplied of the Board of Trustees. The officers of the Trust and the Chief Compliance Officer are also employees of Fund Services. Fees paid by the Fund to Fund Services for these services for the year ended June 30, 2019 are disclosed in the statement of operations.

 

Quasar Distributors, LLC (the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares. U.S. Bank N.A. serves as custodian (the “Custodian”) to the Fund. Fees paid by the Fund to U.S. Bank N.A. for custody services for the year ended June 30, 2019 are disclosed in the statement of operations. Both the Distributor and Custodian are affiliates of the Administrator. The Distributor has advised the Fund that it has received $48,472 in front-end sales charges resulting from sales of Class A shares. For the year ended June 30, 2019, the Distributor paid commissions of $48,472 to D.A. Davidson & Co. (“DAD”), the Advisor’s affiliated broker dealer. Additionally, DAD will receive all of the initial sales charge for purchases of Class A shares of the Fund without a dealer of record and the 1.00% charge on Class A shares redeemed within twelve months of purchase.

 

NOTE 5 – DISTRIBUTION AGREEMENT AND PLAN

 

The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 (the “Plan”). The Plan permits the Fund to pay the Distributor for distribution and related expenses at an annual rate of up to 0.25% of the Class A shares average daily net assets. The expenses covered by the Plan may include the cost of preparing and distributing prospectuses and other sales material, advertising and public relations expenses, payments to financial intermediaries and compensation of personnel involved in selling shares of the Fund. Payments made pursuant to the Plan will represent compensation for distribution and service activities, not reimbursements for specific expenses incurred. For the year ended June 30, 2019, the Class A shares paid the Distributor $176,520.

 

NOTE 6 – PURCHASES AND SALES OF SECURITIES

 

For the year ended June 30, 2019, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, was $23,636,772 and $30,304,174, respectively.

25

 

Davidson Multi-Cap Equity Fund
NOTES TO FINANCIAL STATEMENTS at June 30, 2019, continued
NOTE 7 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

The tax character of distributions paid during the year ended June 30, 2019 and for the year ended June 30, 2018 were as follows:
 
 
Year Ended
June 30, 2019
 
Year Ended
June 30, 2018
 
Ordinary income
$2,370,559
   
$1,851,436
   
Long-term capital gains
8,452,543
   
1,543,341
   

Ordinary income distributions may include dividends paid from short-term capital gains.

As of June 30, 2019, the components of accumulated earnings/(losses) on a tax basis were as follows:

Cost of investments (a)
$76,914,381
 
Gross tax unrealized appreciation
38,246,889
 
Gross tax unrealized depreciation
(3,588,446)
 
Net tax unrealized appreciation (a)
34,658,443
 
Undistributed ordinary income
344,505
 
Undistributed long-term capital gain
6,502,525
 
Total distributable earnings
6,847,030
 
Total accumulated earnings/(losses)
$41,505,473
 

(a) The difference between book-basis and tax-basis net unrealized appreciation and cost is attributable primarily to the tax deferral of losses on wash sales and REIT adjustments.
 
NOTE 8 – PRINCIPAL RISKS
 
Below is a summary of some, but not all, of the principal risks of investing in the Fund, each of which may adversely affect the Fund’s net asset value and total return. The Fund’s most recent prospectus provides further descriptions of the Fund’s investment objective, principal investment strategies and principal risks.
 

ETF and Mutual Fund Risk. ETFs are typically open-end investment companies that are bought and sold on a national securities exchange. Investment companies (mutual funds) and ETFs have management fees that are part of their costs, and the Fund will indirectly bear its proportionate share of these costs.
 

Foreign and Emerging Market Securities Risk. Foreign securities are subject to special risks. Foreign securities may be more volatile and less liquid than domestic (U.S.) securities, which could affect the Fund’s investments. Securities markets of other countries are generally smaller than U.S. securities markets. These risks are enhanced in emerging markets.
 
26

Davidson Multi-Cap Equity Fund
NOTES TO FINANCIAL STATEMENTS at June 30, 2019, continued

Market and Issuer Risk. Securities held by the Fund may fluctuate as a result of the movement of the overall stock market or of the value of the individual securities held by the Fund. The value of securities held by the Fund may also experience sudden, unpredictable drops in value or long periods of decline in value due to reasons directly related to the issuer, including management performance, financial leverage, and reduced demand for the issuer’s goods and services.
 

Small and Medium Companies Risk. Investing in securities of small and medium capitalization companies may involve greater volatility than investing in larger and more established companies because small and medium capitalization companies can be subject to more abrupt or erratic share price changes than larger, more established companies.
 
27

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Trustees of
Advisors Series Trust and
Shareholders of
Davidson Multi-Cap Equity Fund
 
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Davidson Multi-Cap Equity Fund (the “Fund”), a series of Advisors Series Trust (the “Trust”), including the schedule of investments, as of June 30, 2019, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of June 30, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
 
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the auditor of one or more of the funds in the Trust since 2003.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
 
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of June 30, 2019 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
   
 
TAIT, WELLER & BAKER LLP
Philadelphia, Pennsylvania
 
August 29, 2019
 

28

Davidson Multi-Cap Equity Fund
NOTICE TO SHAREHOLDERS at June 30, 2019 (Unaudited)
For the year ended June 30, 2019, the Fund designated $2,370,559 as ordinary income and $8,452,543 as longterm capital gains for purposes of the dividends paid deduction.
 
For the year ended June 30, 2019, certain dividends paid by the Fund may be subject to a maximum tax rate of 15%, as provided by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The percentage of dividends declared from net investment income designated as qualified dividend income for the Fund was 100.00%.
 
For corporate shareholders in the Fund, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the year ended June 30, 2019 was 100.00%.
 
The percentage of taxable ordinary income distributions that were designated as short-term capital gain distributions under Section 871(k)(2)(C) of the Internal Revenue Code of 1986, as amended, for the Fund was 27.56%.
 
How to Obtain a Copy of the Fund’s Proxy Voting Policies
 
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge upon request by calling 1-877-332-0529 or on the U.S. Securities and Exchange Commission’s website at http://www.sec.gov.
 
How to Obtain a Copy of the Fund’s Proxy Voting Records for the 12-Month Period Ended June 30
 
Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12- month period ended June 30 is available without charge, upon request, by calling 1-877-332-0529. Furthermore, you can obtain the Fund’s proxy voting records on the SEC’s website at http://www.sec.gov.
 
Quarterly Filings on Form N-Q
 
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the SEC’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC and information on the operation of the Public Reference Room may be obtained by calling 1-202-551-8090. Information included in the Fund’s Form N-Q is also available by calling 1-877-332-0529.
 
Householding
 
In an effort to decrease costs, the Fund intends to reduce the number of duplicate prospectuses, annual and semi-annual reports, proxy statements and other similar documents you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders the Transfer Agent reasonably believes are from the same family or household. Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 1-877-332-0529 to request individual copies of these documents. Once the Transfer Agent receives notice to stop householding, the Transfer Agent will begin sending individual copies thirty days after receiving your request. This policy does not apply to account statements.
29

Davidson Multi-Cap Equity Fund
INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited)
This chart provides information about the Trustees and Officers who oversee the Fund. Officers elected by the Trustees manage the day-to-day operations of the Fund and execute policies formulated by the Trustees.
 
Independent Trustees(1)
 
Name, Address
and Age
 
Position
Held
with the
Trust
 
Term of
Office and
Length of
Time
Served
 
Principal
Occupation
During Past Five
Years
 
Number of
Portfolios
in Fund
Complex
Overseen
by Trustee(2)
 
Other
Directorships
Held During
Past Five
Years(3)
Gail S. Duree
(age 72)
615 E. Michigan Street
Milwaukee, WI 53202
 
Trustee
 
Indefinite term; since March 2014.
 
Director, Alpha Gamma Delta Housing Corporation (collegiate housing management) (2012 to 2019); Trustee and Chair (2000 to 2012), New Covenant Mutual Funds (1999 to 2012); Director and Board Member, Alpha Gamma Delta Foundation (philanthropic organization) (2005 to 2011).
 
1
 
Trustee, Advisors Series Trust (for series not affiliated with the Fund); Independent Trustee from 1999 to 2012, New Covenant Mutual Funds (an open-end investment company with 4 portfolios).

30

Davidson Multi-Cap Equity Fund
INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited), continued
Name, Address
and Age
 
Position
Held
with the
Trust
 
Term of
Office and
Length of
Time
Served
 
Principal
Occupation
During Past Five
Years
 
Number of
Portfolios
in Fund
Complex
Overseen
by Trustee(2)
 
Other
Directorships
Held During
Past Five
Years(3)
David G. Mertens
(age 59)
615 E. Michigan Street
Milwaukee, WI 53202
 
Trustee
 
Indefinite term*; since March 2017.
 
Partner and Head of Business Development (February 2019 to present) Ballast Equity Management, LLC (a privately-held investment advisory firm); Managing Director and Vice President, Jensen Investment Management, Inc. (a privately-held investment advisory firm) (2002 to 2017).
 
1
 
Trustee, Advisors Series Trust (for series not affiliated with the Fund).
                     
George J. Rebhan
(age 84)
615 E. Michigan Street
Milwaukee, WI 53202
 
Chairman of the Board and Trustee
 
Indefinite term; since May 2002.
 
Retired; formerly President, Hotchkis and Wiley Funds (mutual funds) (1985 to 1993).
 
1
 
Trustee, Advisors Series Trust (for series not affiliated with the Fund); Independent Trustee from 1999 to 2009, E*TRADE Funds.
                     
Joe D. Redwine
(age 71)
615 E. Michigan Street
Milwaukee, WI 53202
 
Trustee
 
Indefinite term; since September 2008.
 
Retired; formerly Manager, President, CEO, U.S. Bancorp Fund Services, LLC, and its predecessors, (May 1991 to July 2017).
 
1
 
Trustee, Advisors Series Trust (for series not affiliated with the Fund).
31

Davidson Multi-Cap Equity Fund
INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited), continued
Name, Address
and Age
 
Position
Held
with the
Trust
 
Term of
Office and
Length of
Time
Served
 
Principal
Occupation
During Past Five
Years
 
Number of
Portfolios
in Fund
Complex
Overseen
by Trustee(2)
 
Other
Directorships
Held During
Past Five
Years(3)
Raymond B. Woolson
(age 60)
615 E. Michigan Street
Milwaukee, WI 53202
 
Trustee
 
Indefinite term*; since January 2016.
 
President, Apogee Group, Inc. (financial consulting firm) (1998 to present).
 
1
 
Trustee, Advisors Series Trust (for series not affiliated with the Fund); Independent Trustee, DoubleLine Funds Trust (an open-end investment company with 16 portfolios), DoubleLine Opportunistic Credit Fund and DoubleLine Income Solutions Fund, from 2010 to present; Independent Trustee, DoubleLine Equity Funds from 2010 to 2016.
 
32

Davidson Multi-Cap Equity Fund
INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited), continued
Officers
 
Name, Address
and Age
 
Position Held
with the Trust
 
Term of
Office and
Length of
Time Served
 
Principal Occupation
During Past Five Years
Jeffrey T. Rauman
(age 50)
615 E. Michigan Street
Milwaukee, WI 53202
 
President, Chief Executive Officer and Principal Executive Officer
 
Indefinite term; since December 2018.
 
Senior Vice President, Compliance and Administration, U.S. Bancorp Fund Services, LLC (February 1996 to present).
             
Cheryl L. King
(age 57)
615 E. Michigan Street
Milwaukee, WI 53202
 
Vice President, Treasurer and Principal Financial Officer
 
Indefinite term; since December 2007.
 
Vice President, Compliance and Administration, U.S. Bancorp Fund Services, LLC (October 1998 to present).
             
Kevin J. Hayden
(age 48)
615 E. Michigan Street
Milwaukee, WI 53202
 
Assistant Treasurer
 
Indefinite term; since September 2013.
 
Assistant Vice President, Compliance and Administration, U.S. Bancorp Fund Services, LLC (June 2005 to present).
             
Richard R. Conner
(age 36)
615 E. Michigan Street
Milwaukee, WI 53202
 
Assistant Treasurer
 
Indefinite term; since December 2018.
 
Assistant Vice President, Compliance and Administration, U.S. Bancorp Fund Services, LLC (July 2010 to present).
             
Michael L. Ceccato
(age 61)
615 E. Michigan Street
Milwaukee, WI 53202
 
Vice President, Chief Compliance Officer and AML Officer
 
Indefinite term; since September 2009.
 
Senior Vice President, U.S. Bancorp Fund Services, LLC and Vice President, U.S. Bank N.A. (February 2008 to present).
             
Emily R. Enslow, Esq.
(age 32)
615 E. Michigan Street
Milwaukee, WI 53202
 
Vice President and Secretary
 
Indefinite term; since December 2017.
 
Vice President, U.S. Bancorp Fund Services, LLC (July 2013 to present).
 
33

Davidson Multi-Cap Equity Fund
INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited), continued

 
*
Under the Trust’s Agreement and Declaration of Trust, a Trustee serves during the continued lifetime of the Trust until he/she  dies, resigns, is declared bankrupt or incompetent by a court of appropriate jurisdiction, or is removed, or, if sooner, until the  election and qualification of his/her successor.  In addition, the Trustees have designated a mandatory retirement age of 75, such  that each Trustee first elected or appointed to the Board after December 1, 2015, 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.
 
(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 June 30, 2019, the Trust was comprised of 41 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.
 
The Statement of Additional Information includes additional information about the Fund’s Trustees and Officers and is available, without charge, upon request by calling 1-877-332-0529.
 
34

PRIVACY NOTICE
 
The Fund collects non-public information about you from the following sources:
 
Information we receive about you on applications or other forms;
Information you give us orally; and/or
Information about your transactions with us or others.
 
We do not disclose any non-public personal information about our customers or former customers without the customer’s authorization, except as permitted by law or in response to inquiries from governmental authorities. We may share information with affiliated and unaffiliated third parties with whom we have contracts for servicing the Fund. We will provide unaffiliated third parties with only the information necessary to carry out their assigned responsibilities. We maintain physical, electronic and procedural safeguards to guard your non-public personal information and require third parties to treat your personal information with the same high degree of confidentiality.
 
In the event that you hold shares of the Fund through a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared by those entities with unaffiliated third parties.
35



 
Advisor
Davidson Investment Advisors, Inc.
Davidson Building
8 Third Street North
Great Falls, MT 59401
www.davidsonmutualfunds.com
 
Distributor
Quasar Distributors, LLC
777 East Wisconsin Avenue, 6th Floor
Milwaukee, WI 53202

Custodian
U.S. Bank N.A.
1555 N. River Center Drive, Suite 302
Milwaukee, WI 53212
 
Transfer Agent, Fund Accountant
 and Fund Administrator
U.S. Bancorp Fund Services, LLC
615 East Michigan Street,
Milwaukee, WI 53202
877-332-0529
 
Independent Registered
Public Accounting Firm
Tait, Weller & Baker LLP
Two Liberty Place
50 South 16th Street, Suite 2900
Philadelphia, PA 19102
 
Legal Counsel
Schiff Hardin LLP
666 Fifth Avenue, Suite 1700
New York, NY 10103
 
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. To obtain a free prospectus please call 877-332-0529.
 
 
 
DAVIDSON MULTI-CAP EQUITY FUND
 
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund (defined herein) or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
 
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically through the Fund’s website.
 
You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held with the fund complex and may apply to all funds held through your financial intermediary.
 
ANNUAL REPORT
For the year ended
June 30, 2019



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 substantive 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 there is at least one audit committee financial expert serving on its audit committee.  Ms. Gail S. Duree is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N‑CSR.

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 or expected to be 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  06/30/2019
 
FYE  06/30/2018
Audit Fees
$18,900
 
$18,400
Audit-Related Fees
N/A
 
N/A
Tax Fees
$3,600
 
$3,600
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.

The percentage of fees billed by Tait, Weller, & Baker LLP applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 
FYE  6/30/2019
FYE  6/30/2018
Audit-Related Fees
0%
0%
Tax Fees
0%
0%
All Other Fees
0%
0%

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 or expected to be 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  6/30/2019
FYE  6/30/2018
Registrant
N/A
N/A
Registrant’s Investment Adviser
N/A
N/A


Item 5. Audit Committee of Listed Registrants.

(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.

Item 6. Investments.

(a) Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
 
(b) Not Applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed‑End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.

Item 10. 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 Registrant’s Board of Trustees.

Item 11. Controls and Procedures.

(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 fourth fiscal quarter of 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.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 13. Exhibits.

(a)
(1) Any code of ethics or amendment thereto, that is the 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) A separate certification for each principal executive officer and principal financial officer 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.

(4) Change in the registrant’s independent public accountant.  There was no change in the registrant’s independent public accountant for the period covered by this report.

(b)
Certifications 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, as amended, 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/ Jeffrey T. Rauman                                             
 Jeffrey T. Rauman, President/Chief Executive Officer/Principal
 Executive Officer

Date   9/6/2019                                                                                                  


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, as amended, 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/ Jeffrey T. Rauman                                             
 Jeffrey T. Rauman, President/Chief Executive Officer/Principal
 Executive Officer

Date   9/6/2019                                                                                                  


By (Signature and Title)*  /s/ Cheryl L. King                                                       
Cheryl L. King, Vice President/Treasurer/Principal Financial
Officer

Date   9/9/2019                                                                                                  

* Print the name and title of each signing officer under his or her signature.