N-CSR 1 wshymf-ncsra.htm WASMER SCHROEDER HIGH YIELD MUNICIPAL FUND ANNUAL REPORT 2-28-15 wshymf-ncsra.htm

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, Wisconsin 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, Wisconsin 53202
(Name and address of agent for service)



(Registrant's telephone number, including area code): (414) 765-6609



Date of fiscal year end:  February 28, 2015



Date of reporting period:  February 28, 2015

 
 

 

Item 1. Reports to Stockholders.


 
Wasmer Schroeder High Yield Municipal Fund
 

 

 

 

 

 
Annual Report
February 28, 2015
 
 
 
 
 
 
 
 
 

 
 
 

 

Wasmer Schroeder High Yield Municipal Fund
 
February 28, 2015
 
Dear Shareholder:
 
We are pleased to present the first annual report for the Wasmer Schroeder High Yield Municipal Fund (the “Fund”).  The Fund’s net asset value (“NAV”) increased by 78 cents to $10.78 per share during the eleven months since its inception on March 31, 2014; over those eleven months, shareholders received monthly dividends totaling 51.7 cents per share.  Factoring in the reinvestment of dividends, the Fund outperformed its benchmarks with a total return of 13.27% over the period, compared to a total return of 8.97% for the Barclays Municipal High Yield Index and 6.31% for the Barclays Municipal Bond Index.
 
 
Wasmer Schroeder
Barclays Municipal
Barclays
 
High Yield Municipal
High Yield
Municipal
Period
Fund (WSHYX)
Index
Bond Index
3/31/2014 – 2/28/2015
13.27%
8.97%
6.31%
 
All municipal sectors, maturities, states and rating categories posted positive total returns in the eleven months ended February 28, 2015.  The market continued to exhibit the fundamental characteristics that have defined the municipal asset class over the years, namely low default rates and attractive taxable equivalent yields.  The market’s recent performance can be attributed to several factors, some specific to the municipal market while others were external.
 
Technical factors within the municipal market have remained favorable for investors.  Although total municipal new issuance activity was 11% higher than the prior year’s period, the supply of new bonds remains constrained.  This declining supply has been met with significant incremental demand as net mutual fund inflows have been robust throughout the period.  According to Lipper, municipal bond mutual funds posted net inflows in 32 of the 33 weeks ending February 28, 2015 with investors adding more than $15.2 billion over that period.  Credit concerns have abated since the headline grabbing events in Detroit, Michigan last summer with Moody’s Investors Service, Inc. recently noting that public finance upgrades outpaced downgrades during the fourth quarter of 2014 for the first time since 2008.  Puerto Rico remains a significant headline contributor, however, the volatility in the Commonwealth’s bonds has yet to materially impact the broader municipal market.  In fact, bond spreads have experienced steady tightening as investors have been willing to add credit risk in order to increase yield.  The primary market has been receptive of new deals with order demand for below investment grade and non-rated new issues frequently exceeding the amount of debt being sold.  The secondary market has exhibited strong liquidity, although trading volumes have declined at levels consistent with the decline in new issuance; the Municipal Securities Rulemaking Board reported trading activity of $2.775 trillion in 2014, compared with $3.120 trillion in 2013.  There has been some discussion about a curtailment of bank participation in the municipal market in recent months due to changing

 
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Wasmer Schroeder High Yield Municipal Fund
 
regulations associated with implementation of Basel III rules, however, the impact has been muted thus far and it appears that the largest bank holders of municipal debt are sufficiently capitalized to adopt these rules without having to materially change their investment allocations.
 
Trends in the U.S. Treasury market have been supportive of municipal bond prices as well.  Lackluster global economic conditions, particularly in Europe, and record low international government bond yields have boosted demand for U.S. Treasuries.  The U.S. bond market has also been digesting changes in the monetary policy of the Federal Reserve Board’s Federal Open Market Committee, specifically regarding the timing of potential increases in the federal funds rate.  These factors led 10-year U.S. Treasury yields, which are considered the bellwether security for the bond market, to fall by 73 basis points from March 31, 2014 to February 28, 2015; the 10-year yield touched its 52-week low of 1.64% at the end of January 2015.  Additionally, the shape of the Treasury yield curve continues to flatten, with the spread between 10- and 30-year bonds tightening by 24 basis points to end February at +60 basis points.  The municipal bond market’s yield curve has historically tracked shifts in the U.S. Treasury curve, and this relationship has held true over the last eleven months.  The ratio of municipal yields relative to U.S. Treasuries are generally at or below their long term averages, particularly for maturities inside of 10 years, which is an indication of strong demand for tax-exempt bonds.
 
The Fund primarily focuses on identifying relative value in the BBB and lower rated sectors of the municipal market.  As previously explained, performance was higher than that of the Barclays Municipal High Yield Index, one of the Fund’s benchmarks, despite material differences in the composition of the Fund and the benchmark.  The Fund ended its fiscal period ended February 28, 2015 with approximately 34% of its portfolio holdings insured by a monoline bond insurer, and, unlike the Barclays Municipal High Yield Index, 56% of the portfolio was allocated to investment grade issues.
 
The Fund’s exposure to the Housing, Higher Education, Unlimited Tax General Obligation and Healthcare sectors all contributed positively to performance during the period.  These four sectors represented approximately 31% of Fund assets although they contributed approximately 54% of the Fund’s total return.  In most cases, issuer specific news drove performance in these sectors.  For example, the Southcentral Minnesota Pooled Housing Authority’s bonds were significantly higher in price as occupancy improvements and strong financial performance boosted demand in the secondary market.  The Detroit, Michigan Water and Sewerage Department launched voluntary tenders for its outstanding bonds that were, in many cases, significantly higher than current market prices at the time.  Bonds issued by the Guam Power Authority (“GPA”) saw a material increase in demand during the period as nervous investors rotated out of the distressed Puerto Rico Electric Power Authority and into the more stable GPA.

 
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Wasmer Schroeder High Yield Municipal Fund
 
The Fund’s exposures to the Special Assessment, Sales Tax Revenue and Miscellaneous Revenue sectors, which underperformed in aggregate, contributed approximately 11% of the Fund’s return during the period despite representing approximately 26% of the portfolio.  Many of these positions are either currently callable or subject to sinking fund provisions, so performance from these sectors was derived primarily from income and not capital appreciation.
 
The Fund exhibits less exposure to Puerto Rico securities relative to the Barclays Municipal High Yield Index, and no exposure to the Tobacco Securitization sector.  These two sectors have been subject to significant performance volatility since March 31, 2014 particularly Puerto Rico since the Commonwealth’s general obligation rating was downgraded to below investment grade in the first quarter of 2014 and the Puerto Rico Electric Power Authority’s bonds are trading indicating a high probability of default.  We expect that any material valuation fluctuations in these sectors should continue to result in a disparity of returns between the Fund and the Barclays Municipal High Yield Index.
 
The Fund’s duration-to-worst fell to approximately 5.4 years as of February 28, 2015, down from 6.7 years as of March 31, 2014.  While the Fund’s average maturity has held relatively steady at 18.5 years as of February 28, 2015, we maintained a preference for 5.00% coupons and higher, which resulted in more of the portfolio trading at a premium dollar price and to the next par call date, effectively lowering the overall duration during the measurement period.
 
The Wasmer Schroeder High Yield Municipal Fund ended its fiscal period with a portfolio consisting of 137 individual securities.  This reflects our belief that diversification is an important risk-management component of any strategy that focuses on credit opportunities.  We have been encouraged by the Fund’s strong start since its inception date, and we are thankful for the trust you have placed in us over the last eleven months.  We look forward to continuing to serve your investment needs in the future and we encourage you to contact us if you have any questions about your investment in the Wasmer Schroeder High Yield Municipal Fund.
 
Jason D. Diefenthaler
Senior Vice President and Portfolio Manager
Wasmer, Schroeder & Company, Inc.
 

 

 
Past performance is not a guarantee of future results.
 
Opinions expressed above are those of the adviser and are subject to change, are not guaranteed and should not be considered recommendations to buy or sell any security and should not be considered investment advice.

 
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Wasmer Schroeder High Yield Municipal Fund
 
Must be preceded or accompanied by a prospectus.
 
Mutual fund investing involves risk.  Principal loss is possible.  Investments in debt securities typically decrease in value when interest rates rise.  This risk is usually greater for longer-term debt securities.  Investments in municipal securities may involve additional risks, such as credit risk, prepayment risk, possible illiquidity and default, and susceptibility to adverse political, legislative, regulatory and economic developments.  The Fund may invest in securities which involve limited liquidity that can be difficult to sell.  Income from investments in tax-exempt securities may be subject to state and local taxes and a portion of income could be subject to the federal alternative minimum tax.
 
Investment by the Fund in lower-rated and non-rated securities presents a greater risk of loss to principal and interest than higher-rated securities.
 
Bond ratings provide the probability of an issuer defaulting based on the credit rating agency’s analysis of the issuer’s financial condition and profit potential.  Bond rating services are provided by Standard & Poor’s Ratings Services, Moody’s Investors Service, Inc., and Fitch Ratings, Inc.  Bond ratings start at AAA (denoting the highest investment quality) and usually end at D (meaning payment is in default).
 
Certain investments in the Fund are covered by bond insurance issued by a monoline bond insurer.  Bond insurance is a type of credit enhancement.  A bond insurer unconditionally and irrevocably guarantees that interest and principal will be paid as scheduled even if the bond issuer defaults.  A monoline bond insurer backs debt securities only and is not exposed to risks from other lines of business.
 
Diversification does not assure a profit or protect against risk in a declining market.
 
The Barclays Municipal High Yield Bond Index is a rules-based, market-value-weighted index.  Bonds eligible for inclusion in the index must have a credit quality classification of Ba1/BB+ or lower or be unrated or nonrated by all three categories.  They must have an outstanding par value of at least $3 million and be issued as part of a transaction of at least $20 million.  The bonds must have a dated-date after December 31, 1990 and must be at least one year from their maturity date.
 
The Barclays Municipal Bond Index is a rules-based, market-weighted index which represents the long-term tax-exempt bond market.  Bonds eligible for inclusion in the index must be rated investment grade and have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million.  The bonds must also be fixed rate, have a dated-date after December 31, 1990, and must be at least one year from their maturity date.
 
An investment cannot be made directly in an index.
 
Duration is a measure of the sensitivity of the price (the value of principal) of a fixed-income investment to a change in interest rates.  Duration is expressed as a number of years.
 
Duration-to-worst is the duration of a bond computed to the redemption date which would provide the lowest yield (for callable bonds) or highest yield (for putable bonds).  For securities without calls or puts, duration-to-worst is calculated to maturity.
 
Average maturity is the weighted average maturity of the securities in the portfolio, expressed in years.
 
Basis point equals 1/100th of 1%.
 
Please refer to the schedule of investments in the report for complete holdings information.  Fund holdings and sector allocations are subject to change at any time and are not recommendations to buy or sell any security.  Investment performance reflects fee waivers in effect.  In the absence of such waivers, total return would be reduced.
 
Quasar Distributors, LLC, Distributor

 
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Wasmer Schroeder High Yield Municipal Fund
 
ALLOCATION OF PORTFOLIO ASSETS at February 28, 2015 (Unaudited)

As a Percentage of Total Municipal Bonds
 
Municipal Bond Type
 

 
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Wasmer Schroeder High Yield Municipal Fund
 
ALLOCATION OF PORTFOLIO ASSETS at February 28, 2015 (Unaudited)

As a Percentage of Total Investments
 
Credit Rating
 

 

Credit ratings are determined by using the middle rating of Moody’s Investors Service©, Inc., Standard & Poor’s® Ratings Group and Fitch Ratings and the lowest rating when fewer than three ratings are assigned.

 
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Wasmer Schroeder High Yield Municipal Fund

Comparison of the change in value of a $100,000 investment in the
Wasmer Schroeder High Yield Municipal Fund – Institutional Class vs the
Barclays Municipal High Yield Index and the Barclays Municipal Bond Index

 
   
Since
   
Inception
Total Return:
 
(3/31/14)
Wasmer Schroeder High Yield Municipal Fund – Institutional Class
    13.27 %
Barclays Municipal High Yield Index
    8.97 %
Barclays Municipal Bond Index
    6.31 %
 
Performance data quoted 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.  The most recent month-end performance may be obtained by calling 1-855-WSC-MUNI (1-855-972-6864).
 
Returns reflect reinvestment of dividends and capital gains distributions.  Fee waivers are in effect.  In the absence of fee waivers, returns would be reduced.  The performance data and graph do not reflect the deduction of taxes that a shareholder may pay on dividends, capital gains distributions, or redemption of Fund shares.  Performance data shown does not reflect the 1.00% redemption fee imposed on shares held 60 days or less.  If it did, total returns would be reduced.  Indices do not incur expenses and are not available for investment.
 
The Barclays Municipal High Yield Index is a rules-based, market-value-weighted index.  Bonds eligible for inclusion in the index must have a credit quality classification of Ba1/BB+ or lower or be unrated or nonrated by all three categories.  They must have an outstanding par value of at least $3 million and be issued as part of a transaction of at least $20 million.  The bonds must have a dated-date after December 31, 1990 and must be at least one year from their maturity date.
 
The Barclays Municipal Bond Index is a rules-based, market-weighted index which represents the long-term tax-exempt bond market.  Bonds eligible for inclusion in the index must be rated investment grade and have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million.  The bonds must also be fixed rate, have a dated-date after December 31, 1990, and must be at least one year from their maturity date.

 
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Wasmer Schroeder High Yield Municipal Fund
 
EXPENSE EXAMPLE at February 28, 2015 (Unaudited)

As a shareholder of a mutual fund, you incur two types of costs: (1) transaction costs, including 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 at the beginning of the period and held for the entire period (9/1/14 – 2/28/15).
 
Actual Expenses
The first line of the following table provides information about actual account values and actual expenses, with actual net expenses being limited to 1.00% per the operating expenses limitation agreement. Although the Fund charges no sales loads, 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.  The Example below includes, but is not limited to, management fees, fund accounting, custody and transfer agent fees.  You may use the information in this line, 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 table 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 table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as redemption fees or exchange fees. Therefore, the second line of the table 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 transaction costs were included, your costs would have been higher.

 
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Wasmer Schroeder High Yield Municipal Fund

EXPENSE EXAMPLE at February 28, 2015 (Unaudited), Continued

 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period*
 
9/1/14
2/28/15
9/1/14 – 2/28/15
Actual
$1,000.00
$1,067.60
$5.13
Hypothetical
$1,000.00
$1,019.84
$5.01
  (5% return before expenses)
     
 
*
Expenses are equal to the Fund’s annualized expense ratio of 1.00%, 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.

 
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Wasmer Schroeder High Yield Municipal Fund

SCHEDULE OF INVESTMENTS at February 28, 2015

    Principal        
MUNICIPAL BONDS – 95.15%
 
Amount
   
Value
 
             
Alabama – 5.87%
           
Alabama Agricultural & Mechanical University Revenue Bonds
           
  4.00%, 11/1/2020 (Callable 5/1/2017) (AMBAC Insured)
  $ 300,000     $ 310,158  
  4.25%, 11/1/2025 (Callable 5/1/2017) (AMBAC Insured)
    20,000       20,671  
County of Jefferson Alabama Revenue Bonds
               
  5.25%, 1/1/2016 (Callable 3/30/2015)
    90,000       91,238  
  5.25%, 1/1/2019 (Callable 3/30/2015)
    500,000       506,875  
  5.25%, 1/1/2020 (Callable 3/30/2015)
    300,000       304,125  
  5.50%, 1/1/2021 (Callable 3/30/2015) (AGM Insured)
    275,000       277,640  
  5.50%, 1/1/2022 (Callable 3/30/2015)
    145,000       146,994  
  5.25%, 1/1/2023 (Callable 3/30/2015) (AGM Insured)
    100,000       100,960  
  5.25%, 1/1/2023 (Callable 3/30/2015)
    100,000       101,375  
  5.00%, 1/1/2024 (Callable 3/30/2015)
    500,000       506,875  
  4.75%, 1/1/2025 (Callable 3/30/2015) (AMBAC Insured)
    655,000       659,447  
  4.75%, 1/1/2025 (Callable 3/30/2015) (AGM Insured)
    800,000       800,240  
  4.75%, 1/1/2025 (Callable 3/30/2015)
    1,000,000       1,013,749  
              4,840,347  
                 
Arizona – 2.42%
               
Industrial Development Authority of the
               
  County of Pima Revenue Bonds
               
  4.50%, 6/1/2030 (Callable 6/1/2022)
    250,000       268,840  
Salt Verde Financial Corp. Revenue Bonds
               
  5.00%, 12/1/2037
    1,500,000       1,727,445  
              1,996,285  
                 
California – 6.68%
               
Bay Area Toll Authority Revenue Bonds
               
  5.00%, 10/1/2054 (Callable 10/1/2024)
    500,000       559,695  
California Pollution Control Financing Authority Revenue Bonds
               
  5.00%, 7/1/2037 (Callable 7/1/2017)
    1,000,000       1,044,090  
Ceres Redevelopment Agency Tax
               
  Allocation Refunding Bonds
               
  4.00%, 11/1/2031 (Callable 11/1/2016) (AMBAC Insured)
    500,000       501,730  
Contra Costa County Public Financing
               
  Authority Tax Allocation Bonds
               
  5.00%, 8/1/2037 (Callable 8/1/2017) (NATL Insured)
    250,000       253,098  
Hercules Redevelopment Agency Tax Allocation
               
  5.00%, 8/1/2025 (Callable 2/1/2018) (AMBAC Insured)
    200,000       203,562  
Lancaster Financing Authority Tax Allocation
               
  4.50%, 2/1/2031 (Callable 2/1/2016)
    125,000       116,760  
  5.00%, 2/1/2037 (Callable 2/1/2016)
    160,000       156,126  
Placer County Community Facilities District Special Tax
               
  5.00%, 9/1/2026 (Callable 9/1/2021)
    500,000       516,495  
                 

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


 
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Wasmer Schroeder High Yield Municipal Fund

SCHEDULE OF INVESTMENTS at February 28, 2015, Continued

   
Principal
       
   
Amount
   
Value
 
             
California – 6.68% (Continued)
           
San Joaquin Hills Transportation
           
  Corridor Agency Revenue Bonds
           
  5.25%, 1/15/2049 (Callable 1/15/2025)
  $ 1,000,000     $ 1,076,499  
Soledad Redevelopment Agency Tax Allocation
               
  5.00%, 12/1/2032 (Callable 12/1/2017) (XLCA Insured)
    600,000       572,250  
Stockton Public Financing Authority Revenue Bonds
               
  5.25%, 9/1/2037 (Callable 9/1/2016) (RADIAN Insured)
    215,000       217,950  
City of Vernon CA Electric System Revenue Bonds
               
  5.50%, 8/1/2041 (Callable 8/1/2022)
    250,000       282,198  
              5,500,453  
                 
Colorado – 3.46%
               
Denver Convention Center Hotel Authority Revenue Bonds
               
  5.00%, 12/1/2035 (Callable 11/1/2016) (XLCA Insured)
    750,000       773,078  
Public Authority for Colorado Energy Revenue Bonds
               
  6.50%, 11/15/2038
    1,500,000       2,079,240  
              2,852,318  
                 
District of Columbia – 1.29%
               
Metropolitan Washington Airports Authority
               
  Dulles Toll Road Revenue Bonds
               
  5.00%, 10/1/2053 (Callable 4/1/2022)
    1,000,000       1,062,960  
                 
Florida – 14.95%
               
Capital Trust Agency Inc. Revenue Bonds
               
  5.00%, 11/1/2047 (Callable 11/1/2022)
    1,000,000       1,045,870  
Collier County Educational Facilities Authority Revenue Bonds
               
  6.125%, 11/1/2043 (Callable 11/1/2023)
    1,000,000       1,144,710  
Florida Governmental Utility Authority Revenue Bonds
               
  4.625%, 7/1/2035 (Callable 7/1/2015) (AMBAC Insured)
    480,000       480,557  
Florida Gulf Coast University Financing Corp. Revenue Bonds
               
  5.00%, 2/1/2043 (Callable 2/1/2023)
    600,000       653,040  
Florida Higher Educational Facilities
               
  Financial Authority Revenue Bonds
               
  5.00%, 4/1/2032 (Callable 4/1/2022)
    500,000       541,095  
Halifax Hospital Medical Center Revenue Bonds
               
  5.00%, 6/1/2038 (Callable 6/1/2016)
    500,000       515,790  
Lee County Industrial Development Authority Revenue Bonds
               
  5.50%, 10/1/2047 (Callable 10/1/2022)
    1,000,000       1,072,230  
Midtown Miami Community Development
               
  District Special Assessment
               
  5.00%, 5/1/2037 (Callable 5/1/2023)
    350,000       370,640  
Palm Beach County Health Facilities Authority Revenue Bonds
               
  7.25%, 6/1/2034 (Callable 6/1/2022)
    750,000       854,010  

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

 
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Wasmer Schroeder High Yield Municipal Fund

SCHEDULE OF INVESTMENTS at February 28, 2015, Continued

   
Principal
       
   
Amount
   
Value
 
             
Florida – 14.95% (Continued)
           
Pinellas County Educational Facilities Authority Revenue Bonds
           
  5.25%, 10/1/2029 (Callable 10/1/2016) (ACA Insured)
  $ 500,000     $ 521,095  
  6.00%, 10/1/2041 (Callable 10/1/2021)
    340,000       388,457  
Talis Park Community Development District Special Assessment
               
  5.25%, 5/1/2016
    800,000       804,552  
  5.55%, 5/1/2036 (Callable 5/1/2015)
    1,535,000       1,548,523  
Town of Davie Florida Revenue Bonds
               
  6.00%, 4/1/2042 (Callable 4/1/2023)
    500,000       582,280  
Villagewalk of Bonita Springs Community
               
  Development District Special Assessment
               
  5.15%, 5/1/2038 (Callable 5/1/2017)
    880,000       893,939  
Winter Garden Village at Fowler Groves Community
               
  Development District Special Assessment
               
  5.65%, 5/1/2037 (Callable 5/1/2016)
    890,000       902,878  
              12,319,666  
                 
Guam – 2.77%
               
Guam Government Waterworks Authority Revenue Bonds
               
  5.00%, 7/1/2035 (Callable 7/1/2024)
    500,000       555,065  
Guam Power Authority Revenue Bonds
               
  5.00%, 10/1/2034 (Callable 10/1/2022)
    500,000       548,285  
Territory of Guam General Obligation Bonds
               
  7.00%, 11/15/2039 (Callable 11/15/2019)
    1,000,000       1,175,540  
              2,278,890  
                 
Illinois – 7.32%
               
Chicago Board of Education General Obligation Bonds
               
  5.00%, 12/1/2042 (Callable 12/1/2022) (AGM Insured)
    1,000,000       1,076,300  
  5.00%, 12/1/2042 (Callable 12/1/2022)
    500,000       522,810  
City of Chicago Illinois General Obligation Bonds
               
  5.00%, 1/1/2029 (Callable 1/1/2020) (AGM Insured)
    500,000       531,640  
  5.25%, 1/1/2033 (Callable 1/1/2018)
    340,000       351,778  
City of Chicago Illinois Waterworks Revenue Bonds
               
  5.00%, 11/1/2044 (Callable 11/1/2024)
    1,000,000       1,111,590  
State of Illinois General Obligation Bonds
               
  5.00%, 5/1/2034 (Callable 5/1/2024)
    500,000       536,020  
  5.00%, 2/1/2039 (Callable 2/1/2024)
    1,000,000       1,058,140  
St. Clair County School District No. 189 East
               
  St. Louis General Obligation Bonds
               
  4.95%, 1/1/2017 (Callable 3/30/2015) (NATL Insured)
    685,000       686,808  
Village of Lombard Illinois Revenue Bonds
               
  4.00%, 7/1/2019
    170,000       159,358  
              6,034,444  
                 
The accompanying notes are an integral part of these financial statements.
 
 
13

 

Wasmer Schroeder High Yield Municipal Fund

SCHEDULE OF INVESTMENTS at February 28, 2015, Continued

   
Principal
       
   
Amount
   
Value
 
             
Iowa – 1.26%
           
Iowa Finance Authority Revenue Bonds
           
  4.75%, 8/1/2042 (Callable 8/1/2022)
  $ 1,000,000     $ 1,040,480  
                 
Louisiana – 3.51%
               
Juban Crossing Economic Development District Revenue Bonds
               
  7.00%, 9/15/2044 (Callable 3/15/2025)
    1,500,000       1,510,680  
Louisiana Local Government Environmental  Facilities &
               
  Community Development Authority Revenue Bonds
               
  6.30%, 7/1/2030 (AMBAC Insured)
    225,000       262,107  
Louisiana Public Facilities Authority Revenue Bonds
               
  5.00%, 7/1/2017 (Callable 7/1/2016) (CIFG Insured)
    100,000       102,865  
  5.00%, 7/1/2030 (Callable 7/1/2016) (CIFG Insured)
    425,000       429,203  
  4.50%, 7/1/2038 (Callable 7/1/2016) (CIFG Insured)
    655,000       583,795  
              2,888,650  
                 
Maryland – 0.98%
               
City of Baltimore Maryland Revenue Bonds
               
  5.25%, 9/1/2023 (Callable 9/1/2016) (XLCA Insured)
    205,000       213,879  
  5.25%, 9/1/2025 (Callable 9/1/2016) (XLCA Insured)
    50,000       51,637  
  5.25%, 9/1/2026 (Callable 9/1/2016) (XLCA Insured)
    50,000       51,445  
  5.00%, 9/1/2032 (Callable 9/1/2016) (XLCA Insured)
    55,000       56,463  
  5.25%, 9/1/2039 (Callable 9/1/2016) (XLCA Insured)
    425,000       436,338  
              809,762  
                 
Massachusetts – 0.63%
               
Massachusetts Development Finance Agency Revenue Bonds
               
  5.125%, 7/1/2044 (Callable 7/1/2024)
    500,000       517,005  
                 
Michigan – 8.04%
               
City of Detroit Michigan General Obligation Bonds
               
  5.00%, 4/1/2020 (Callable 3/30/2015) (NATL Insured)
    22,475       22,515  
  5.25%, 4/1/2023 (Callable 3/30/2015) (AMBAC Insured)
    58,900       56,702  
City of Detroit Michigan Sewage Disposal System Revenue Bonds
               
  7.00%, 7/1/2027 (Callable 7/1/2019) (AGM Insured)
    1,000,000       1,163,350  
City of Detroit Michigan Water Supply System Revenue Bonds
               
  5.00%, 7/1/2034 (Callable 7/1/2016) (AGM Insured)
    290,000       295,382  
  5.00%, 7/1/2034 (Callable 3/30/2015) (NATL Insured)
    145,000       145,696  
County of Wayne Michigan General Obligation Bonds
               
  5.00%, 12/1/2030 (Callable 3/30/2015) (NATL Insured)
    1,000,000       1,002,480  
  5.00%, 2/1/2038 (Callable 2/1/2018) (AGM Insured)
    1,000,000       1,021,370  
Detroit Wayne County Stadium Authority Revenue Bonds
               
  5.00%, 10/1/2026 (Callable 10/1/2022) (AGM Insured)
    250,000       277,568  
Michigan Finance Authority Revenue Bonds
               
  2.85%, 8/20/2015
    500,000       502,535  
  5.00%, 4/1/2020 (Callable 3/30/2015) (NATL Insured)
    122,525       122,525  

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

 
14

 

Wasmer Schroeder High Yield Municipal Fund

SCHEDULE OF INVESTMENTS at February 28, 2015, Continued

   
Principal
       
   
Amount
   
Value
 
             
Michigan – 8.04% (Continued)
           
  5.125%, 4/1/2022 (Callable 4/1/2015) (NATL Insured)
  $ 29,575     $ 29,577  
  5.25%, 4/1/2023 (Callable 3/30/2015) (AMBAC Insured)
    321,100       321,078  
  5.00%, 7/1/2032 (Callable 7/1/2024) (AGM Insured)
    1,000,000       1,122,649  
  5.00%, 7/1/2044 (Callable 7/1/2024)
    500,000       540,595  
              6,624,022  
                 
Minnesota – 9.09%
               
Center City Minnesota Hazelden
               
  Betty Ford Foundation Revenue Bonds
               
  5.00%, 11/1/2044 (Callable 11/1/2024)
    250,000       280,715  
City of Cologne Minnesota Revenue Bonds
               
  5.00%, 7/1/2045 (Callable 7/1/2024)
    1,500,000       1,551,885  
Southcentral Minnesota Multi-County Housing &
               
  Redevelopment Authority Revenue Bonds
               
  3.096%, 2/1/2000 (b)(c)
    15,000       8,400  
  3.096%, 2/1/2002 (b)(c)
    30,000       16,800  
  3.096%, 2/1/2005 (b)(c)
    20,000       11,200  
  3.096%, 2/1/2006 (b)(c)
    20,000       11,200  
  3.096%, 2/1/2007 (b)(c)
    65,000       36,400  
  3.096%, 6/1/2008 (b)(c)
    10,000       5,600  
  3.096%, 2/1/2017 (Callable 8/1/2015) (b)(c)
    450,000       252,000  
  3.096%, 2/1/2025 (Callable 8/1/2015) (b)(c)
    9,500,000       5,320,000  
              7,494,200  
                 
Nevada – 0.61%
               
City of Las Vegas Nevada Special Assessment
               
  4.625%, 6/1/2021 (Callable 6/1/2017) (AMBAC Insured)
    485,000       505,671  
                 
New Jersey – 4.14%
               
Atlantic City Municipal Utilities Authority Revenue Bonds
               
  4.00%, 6/1/2015 (AMBAC Insured)
    370,000       370,592  
  4.00%, 6/1/2016 (AMBAC Insured)
    380,000       381,539  
  4.125%, 6/1/2024 (Callable 6/1/2017) (AMBAC Insured)
    530,000       508,874  
New Jersey Transportation Trust Fund Authority Revenue Bonds
               
  5.00%, 6/15/2044 (Callable 6/15/2024)
    1,000,000       1,072,820  
South Jersey Transportation Authority Revenue Bonds
               
  5.00%, 11/1/2039 (Callable 11/1/2024)
    1,000,000       1,081,080  
              3,414,905  
                 
New Mexico – 0.62%
               
City of Farmington New Mexico Revenue Bonds
               
  4.875%, 4/1/2033 (Callable 4/1/2016)
    500,000       511,195  
                 
New York – 4.80%
               
City of Niagara Falls New York General Obligation Bonds
               
  4.50%, 5/15/2028 (Callable 5/15/2017) (AMBAC Insured)
    625,000       634,769  
                 
The accompanying notes are an integral part of these financial statements.

 
15

 

Wasmer Schroeder High Yield Municipal Fund

SCHEDULE OF INVESTMENTS at February 28, 2015, Continued

   
Principal
       
   
Amount
   
Value
 
             
New York – 4.80% (Continued)
           
New York City Industrial Development Agency Revenue Bonds
           
  5.00%, 1/1/2046 (Callable 1/1/2017) (AMBAC Insured)
  $ 1,000,000     $ 1,026,600  
New York Liberty Development Corp. Revenue Bonds
               
  5.25%, 10/1/2035
    1,500,000       1,789,380  
New York State Dormitory Authority Revenue Bonds
               
  5.125%, 7/1/2034 (Callable 3/30/2015) (AMBAC Insured)
    500,000       501,030  
              3,951,779  
                 
Ohio – 1.14%
               
County of Lorain Ohio Hospital Revenue Bonds
               
  0.353%, 10/1/2030 (AMBAC Insured) (e)
    1,000,000       940,409  
                 
Pennsylvania – 1.13%
               
City of Harrisburg Pennsylvania General Obligation Bonds
               
  0.00%, 3/15/2016 (AMBAC Insured) (d)
    100,000       96,556  
  0.00%, 3/15/2017 (AMBAC Insured) (d)
    525,000       488,307  
  0.00%, 9/15/2018 (AMBAC Insured) (d)
    100,000       87,525  
Pennsylvania Higher Educational
               
  Facilities Authority Revenue Bonds
               
  5.00%, 9/15/2033 (Callable 9/15/2016) (RADIAN Insured)
    250,000       257,993  
              930,381  
                 
Puerto Rico – 5.39%
               
Commonwealth of Puerto Rico General Obligation Bonds
               
  5.50%, 7/1/2020 (NATL Insured)
    665,000       707,426  
  2.564%, 7/1/2021 (FGIC Insured) (e)
    500,000       353,960  
Puerto Rico Electric Power Authority Revenue Bonds
               
  5.00%, 7/1/2022 (Callable 3/30/2015) (NATL Insured)
    310,000       310,074  
  5.00%, 7/1/2023 (Callable 3/30/2015) (NATL Insured)
    135,000       134,290  
  5.00%, 7/1/2024 (Callable 7/1/2017) (AGM Insured)
    375,000       379,733  
Puerto Rico Highways & Transportation Authority Revenue Bonds
               
  5.00%, 7/1/2018 (Callable 3/30/2015) (NATL Insured)
    195,000       195,096  
  5.50%, 7/1/2029 (AMBAC Insured)
    540,000       535,961  
Puerto Rico Infrastructure Financing Authority Revenue Bonds
               
  5.50%, 7/1/2023 (AMBAC Insured)
    660,000       659,155  
  5.50%, 7/1/2027 (AMBAC Insured)
    340,000       330,225  
Puerto Rico Municipal Finance Agency Revenue Bonds
               
  5.25%, 8/1/2022 (AGC Insured)
    815,000       832,498  
              4,438,418  
                 
Rhode Island – 0.33%
               
City of Central Falls Rhode Island General Obligation Bonds
               
  4.05%, 7/15/2025 (Callable 7/15/2017) (AMBAC Insured)
    280,000       272,129  
                 
The accompanying notes are an integral part of these financial statements.

 
16

 

Wasmer Schroeder High Yield Municipal Fund

SCHEDULE OF INVESTMENTS at February 28, 2015, Continued

   
Principal
       
   
Amount
   
Value
 
             
South Carolina – 0.02%
           
Connector 2000 Association Inc. Revenue Bonds
           
  0.00%, 1/1/2016 (b)(d)
  $ 2,408     $ 2,253  
  0.00%, 1/1/2021 (b)(d)
    5,058       3,171  
  0.00%, 1/1/2022 (b)(d)
    5,349       3,054  
  0.00%, 1/1/2032 (Callable 4/1/2026) (b)(d)
    43,130       1,748  
  0.00%, 7/22/2051 (Callable 4/1/2026) (b)(d)
    222,170       4,808  
  0.00%, 7/22/2051 (Callable 4/1/2026) (b)(d)
    151,083       706  
              15,740  
                 
Texas – 2.59%
               
Austin Convention Enterprises Inc. Revenue Bonds
               
  5.00%, 1/1/2034 (Callable 1/1/2017) (XLCA Insured)
    1,560,000       1,579,157  
Central Texas Turnpike System Revenue Bonds
               
  5.00%, 8/15/2041 (Callable 8/15/2022)
    500,000       554,315  
              2,133,472  
                 
Vermont – 0.91%
               
City of Burlington Vermont Airport Revenue Bonds
               
  4.00%, 7/1/2028 (Callable 7/1/2022)
    750,000       747,660  
                 
Virginia – 1.80%
               
City of Chesapeake Virginia Expressway Toll Road Revenue Bonds
               
  4.125%, 7/15/2042 (Callable 7/15/2022)
    500,000       504,570  
  5.00%, 7/15/2047 (Callable 7/15/2022)
    905,000       975,355  
              1,479,925  
                 
Washington – 2.18%
               
Greater Wenatchee Regional Events Center
               
  Public Facilities District Revenue Bonds
               
  4.50%, 9/1/2022
    190,000       203,460  
  5.25%, 9/1/2032 (Callable 9/1/2022)
    1,000,000       1,061,610  
Skagit County Public Hospital District No. 1 Revenue Bonds
               
  5.00%, 12/1/2037 (Callable 12/1/2023)
    500,000       532,750  
              1,797,820  
                 
Wisconsin – 1.22%
               
Wisconsin Health & Educational
               
  Facilities Authority Revenue Bonds
               
  5.25%, 12/1/2049 (Callable 12/1/2022)
    1,000,000       1,003,700  
TOTAL MUNICIPAL BONDS (Cost $73,699,031)
            78,402,686  
                 
The accompanying notes are an integral part of these financial statements.

 
17

 

Wasmer Schroeder High Yield Municipal Fund

SCHEDULE OF INVESTMENTS at February 28, 2015, Continued

             
MONEY MARKET FUNDS – 5.64%
 
Shares
   
Value
 
Fidelity Institutional Tax-Exempt Portfolio –
           
  Institutional Class, 0.01% (a)
    4,649,726     $ 4,649,726  
TOTAL MONEY MARKET FUNDS (Cost $4,649,726)
            4,649,726  
Total Investments (Cost $78,348,757) – 100.79%
            83,052,412  
Liabilities in Excess of Other Assets – (0.79)%
            (652,766 )
TOTAL NET ASSETS – 100.00%
          $ 82,399,646  

Scheduled principal and interest payments are guaranteed by the following bond insurers.
ACA – ACA Financial Guaranty Corp.
AGC – Assured Guaranty Corp.
AGM – Assured Guaranty Municipal Corp.
AMBAC – Ambac Assurance Corp.
CIFG – CIFG Assurance North America, Inc.
FGIC – Financial Guaranty Insurance Co.
NATL – National Public Finance Guarantee
RADIAN – Radian Asset Assurance Inc.
XLCA – Syncora Guarantee Inc.
 
The insurance does not guarantee the market value of the municipal bonds.
 
(a)
Rate shown is the 7-day annualized yield at February 28, 2015.
(b)
Security is considered illiquid.  As of February 28, 2015, the value of these investments was $5,677,340 or 6.89% of total net assets.
(c)
Security is in default.
(d)
Security is a zero coupon bond. Zero coupon bonds are issued at a substantial discount from their value at maturity.
(e)
Variable rate security.  Rate shown reflects the rate in effect as of February 28, 2015.

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

 
18

 

Wasmer Schroeder High Yield Municipal Fund

STATEMENT OF ASSETS AND LIABILITIES at February 28, 2015

ASSETS
     
Investments, at market value (cost $78,348,757)
  $ 83,052,412  
Receivables
       
Fund shares sold
    345,000  
Interest
    874,133  
Prepaid expenses
    15,699  
Total assets
    84,287,244  
         
LIABILITIES
       
Payables
       
Due to adviser
    44,857  
Fund shares redeemed
    184,163  
Securities purchased
    1,500,000  
Distributions payable
    113,001  
Administration and fund accounting fees
    16,031  
Audit fees
    15,890  
Transfer agent fees and expenses
    4,785  
Reports to shareholders
    3,963  
Custody fees
    866  
Chief Compliance Officer fee
    1,995  
Accrued expenses
    2,047  
Total liabilities
    1,887,598  
NET ASSETS
  $ 82,399,646  
         
CALCULATION OF NET ASSET VALUE PER SHARE
       
Shares issued and outstanding [unlimited number of shares
       
  (par value $0.01) authorized]
    7,644,541  
Net asset value, redemption price and offering price per share
  $ 10.78  
         
COMPONENTS OF NET ASSETS
       
Paid-in capital
  $ 77,859,408  
Undistributed net investment income
    40,657  
Accumulated undistributed net realized loss on investments
    (204,074 )
Net unrealized appreciation on investments
    4,703,655  
Total net assets
  $ 82,399,646  

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

 
19

 

Wasmer Schroeder High Yield Municipal Fund

STATEMENT OF OPERATIONS

   
For the Period
 
   
March 31, 2014*
 
   
through
 
   
February 28,
 
   
2015
 
NET INVESTMENT INCOME
     
Income
     
Interest
  $ 3,783,906  
Total investment income
    3,783,906  
         
Expenses
       
Advisory fees (Note 4)
    432,498  
Administration and fund accounting fees (Note 4)
    89,133  
Transfer agent fees and expenses (Note 4)
    27,481  
Registration fees
    21,532  
Audit fees
    15,890  
Chief Compliance Officer fees (Note 4)
    10,995  
Trustee fees
    5,969  
Legal fees
    4,626  
Custody fees (Note 4)
    4,002  
Shareholder reporting
    3,998  
Insurance
    2,456  
Interest (Note 6)
    339  
Miscellaneous
    3,101  
Total expenses before fee waiver
    622,020  
Less: fee waiver from adviser (Note 4)
    (45,357 )
Net expenses
    576,663  
Net investment income
    3,207,243  
         
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
       
Net realized loss on investments
    (204,466 )
Capital gain distributions from regulated investment companies
    392  
Change in unrealized appreciation on investments
    4,827,893  
Net realized and unrealized gain on investments
    4,623,819  
Net increase in net assets resulting from operations
  $ 7,831,062  
         
*
Commencement of operations.

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

 
20

 

Wasmer Schroeder High Yield Municipal Fund

STATEMENT OF CHANGES IN NET ASSETS

   
For the Period
 
   
March 31, 2014*
 
   
through
 
   
February 28,
 
   
2015
 
OPERATIONS
     
Net investment income
  $ 3,207,243  
Net realized loss on investments
    (204,466 )
Capital gain distributions from regulated investment companies
    392  
Change in unrealized appreciation on investments
    4,827,893  
Net increase in net assets resulting from operations
    7,831,062  
         
DISTRIBUTIONS TO SHAREHOLDERS
       
Net investment income
    (3,166,586 )
Total distributions
    (3,166,586 )
         
CAPITAL SHARE TRANSACTIONS
       
Proceeds from shares sold
    41,826,703  
Proceeds from transfer in-kind
    43,695,457  
Proceeds from shares issued in reinvestment of dividends
    2,168,567  
Cost of shares redeemed+
    (9,955,557 )
Net increase in net assets resulting
       
  from capital share transactions
    77,735,170  
         
Total increase in net assets
    82,399,646  
         
NET ASSETS
       
Beginning of period
     
End of period
  $ 82,399,646  
Undistributed net investment income
  $ 40,657  
         
CHANGES IN SHARES OUTSTANDING
       
Shares sold
    4,027,220  
Shares issued in connection with transfer in-kind
    4,369,546  
Shares issued in reinvestment of dividends
    207,409  
Shares redeemed
    (959,634 )
Net increase in shares outstanding
    7,644,541  

*
Commencement of operations.
+
Net of redemption fees of $3,094.

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

 
21

 

Wasmer Schroeder High Yield Municipal Fund

FINANCIAL HIGHLIGHTS For a share outstanding throughout the period

   
For the Period
 
   
March 31, 2014*
 
   
through
 
   
February 28,
 
   
2015
 
Net asset value, beginning of period
  $ 10.00  
Income from investment operations:
       
Net investment income
 
0.53
Net realized and unrealized gain on investments
    0.77  
Total from investment operations
    1.30  
Less dividends and distributions:
       
Dividends from net investment income
    (0.52 )
Total dividends
    (0.52 )
         
Redemption fees
 
0.00
^#
         
Net asset value, end of period
  $ 10.78  
         
Total return
    13.27 %+
         
Supplemental data and ratios:
       
Net assets, end of period (thousands)
  $ 82,400  
Ratio of net expenses to average net assets:
       
Before fee waivers
    1.08 %++
After fee waivers
    1.00 %++
Ratio of net investment income to average net assets:
       
Before fee waivers
    5.48 %++
After fee waivers
    5.56 %++
Portfolio turnover rate
    16 %+
         
*
Commencement of operations.
^
Based on average shares outstanding.
#
Amount is less than $0.01 per share.
+
Not annualized.
++
Annualized.

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

 
22

 

Wasmer Schroeder High Yield Municipal Fund
 
NOTES TO FINANCIAL STATEMENTS at February 28, 2015

NOTE 1 – ORGANIZATION
 
The Wasmer Schroeder High Yield Municipal 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 investment objective of the Fund is to seek to generate a high level of interest income that is not subject to federal income tax.  The Fund currently offers an Institutional Class which commenced operations on March 31, 2014, prior to which, its only activity was a transfer in-kind of securities and cash.  This transfer in-kind was nontaxable, whereby the Fund issued 4,369,546 shares on March 31, 2014.  The fair value and cost of securities received by the Fund was $41,842,498 and $41,966,736, respectively.  In addition, the Fund received $1,852,959 of cash and interest receivable.  For financial reporting purposes, assets received and shares issued by the Fund were recorded at fair value; however, the cost basis of the investments received was carried forward to align ongoing reporting of the Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes.
 
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 expected to be taken in the Fund’s 2015 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.

 
23

 

Wasmer Schroeder High Yield Municipal Fund

NOTES TO FINANCIAL STATEMENTS at February 28, 2015, Continued

 
 
C.
Security Transactions, Income and Distributions: Security transactions are accounted for on the trade date. Realized gains and losses on securities sold are calculated on the basis of specific cost.  Interest income is recorded on an accrual basis.  Discounts and premiums on securities purchased are amortized/accreted over the life of the respective security using the effective interest method.  Distributions to shareholders are recorded on the ex-dividend date.
 
The Fund distributes substantially all net investment income, if any, monthly and net realized gains, if any, annually.  The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations which differ from accounting principles generally accepted in the United States of America.  To the extent these book/tax differences are permanent, such amounts are reclassified within the capital accounts based on their Federal tax treatment.
 
 
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.
 
 
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% redemption fee to shareholders who redeem shares held for 60 days or less.  Such fees are retained by the Fund and accounted for as an addition to paid-in capital.
 
 
G.
Events Subsequent to the Fiscal Period End:  In preparing the financial statements as of February 28, 2015, management considered the impact of subsequent events for potential recognition or disclosure in the 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

 
24

 

Wasmer Schroeder High Yield Municipal Fund

NOTES TO FINANCIAL STATEMENTS at February 28, 2015, Continued

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 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).
 
Debt Securities:  Debt securities are valued at their bid prices furnished by an independent pricing service using valuation methods that are designed to represent fair value. These valuation methods can include matrix pricing and other analytical pricing models, market transactions, and dealer-supplied valuations. 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. Most debt securities are categorized in 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 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 U.S. Bancorp Fund Services, LLC, the Fund’s administrator.  The function of the Valuation

 
25

 

Wasmer Schroeder High Yield Municipal Fund

NOTES TO FINANCIAL STATEMENTS at February 28, 2015, Continued 

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 as of February 28, 2015:
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Municipal Bonds
  $     $ 78,402,686     $     $ 78,402,686  
Money Market Funds
    4,649,726                   4,649,726  
Total Investments
  $ 4,649,726     $ 78,402,686     $     $ 83,052,412  
 
Refer to the Fund’s schedule of investments for a detailed break-out of municipal bonds by state.  Transfers between levels are recognized at February 28, 2015, the end of the reporting period.  The Fund recognized no transfers to/from level 1 or level 2. There were no level 3 securities held in the Fund during the period ended February 28, 2015.
 
NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
 
For the period ended February 28, 2015, Wasmer, Schroeder & Company, Inc. (the “Adviser”) provided the Fund with investment management services under an investment advisory agreement. The Adviser furnished all investment advice, office space, facilities, and provides most of the personnel needed by the Fund. As compensation for its services, the Adviser is entitled to a monthly fee at the annual rate of 0.75% of the Fund’s average daily net assets.  For the period ended February 28, 2015, the Fund incurred $432,498 in advisory fees.
 
The Fund is responsible for its own operating expenses.  The Adviser has agreed to reduce fees payable to it by the Fund and to pay Fund operating expenses to the extent necessary to limit the Fund’s aggregate annual operating expenses to 1.00% of average daily net assets of the Fund’s Institutional Class.  Any such reduction made by the Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Adviser, if so requested by the Adviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. The Adviser is permitted
 
 
26

 

Wasmer Schroeder High Yield Municipal Fund

NOTES TO FINANCIAL STATEMENTS at February 28, 2015, Continued

to be reimbursed only for fee reductions and expense payments made in the previous three fiscal years.  Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses.  For the period ended February 28, 2015, the Adviser reduced its fees in the amount of $45,357; no amounts were reimbursed to the Adviser.  Cumulative expenses subject to recapture pursuant to the aforementioned conditions amounted to $45,357 at February 28, 2015.  The expense limitation will remain in effect through at least June 27, 2015, and may be terminated only by the Trust’s Board of Trustees.  The cumulative expenses of $45,357 will expire on February 28, 2018.
 
U.S. Bancorp Fund Services, LLC (the “Administrator”) acts as the Fund’s Administrator under an administration agreement. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Fund’s custodian, transfer agent and accountants; coordinates the preparation and payment of the Fund’s expenses and reviews the Fund’s expense accruals.
 
U.S. Bancorp Fund Services, LLC (“USBFS” or the “Transfer Agent”) also serves as the fund accountant and transfer agent to the Fund.  U.S. Bank N.A., an affiliate of USBFS, serves as the Fund’s custodian.
 
Quasar Distributors, LLC (the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares. The Distributor is an affiliate of the Administrator.
 
Certain officers of the Fund are also employees of the Administrator.
 
For the period ended February 28, 2015, the Fund incurred the following expense for administration, fund accounting, transfer agency, custody, and Chief Compliance Officer fees:
 
Administration and Fund Accounting
  $ 89,133  
Transfer Agency (excludes out-of-pocket expenses)
    16,966  
Custody
    4,002  
Chief Compliance Officer
    10,995  
 
At February 28, 2015, the Fund had payables due to USBFS for administration, fund accounting, transfer agency, and Chief Compliance Officer fees and to U.S. Bank, N.A. for custody fees in the following amounts:
 
Administration and Fund Accounting
  $ 16,031  
Transfer Agency (excludes out-of-pocket expenses)
    3,034  
Custody
    866  
Chief Compliance Officer
    1,995  

 
27

 

Wasmer Schroeder High Yield Municipal Fund

NOTES TO FINANCIAL STATEMENTS at February 28, 2015, Continued

NOTE 5 – PURCHASES AND SALES OF SECURITIES
 
For the period ended February 28, 2015, the cost of purchases, including the transfer in-kind of securities, and the proceeds from sales of securities, excluding short-term securities, were $83,021,153 and $9,862,034, respectively.
 
NOTE 6 – LINE OF CREDIT
 
The Fund has a line of credit in the amount of $5,000,000.  This line of credit is intended to provide short-term financing, if necessary, subject to certain restrictions, in connection with shareholder redemptions.  The credit facility is with the Fund’s custodian, U.S. Bank N.A.  During the period ended February 28, 2015, the Fund drew on its line of credit.  The Fund had an average outstanding balance of $24,513, a weighted average interest rate of 3.25%, and paid interest expense of $339.  At February 28, 2015, the Fund had no outstanding loan amounts
 
NOTE 7 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
 
During the period ended February 28, 2015, the Fund paid distributions from ordinary income and tax-exempt income of $696,390 and $2,470,196, respectively.
 
As of February 28, 2015, the components of capital on a tax basis were as follows:
 
Cost of investments (a)
  $ 78,348,757  
Gross unrealized appreciation
    4,801,890  
Gross unrealized depreciation
    (98,235 )
Net unrealized appreciation (a)
    4,703,655  
Undistributed ordinary and tax-exempt income
    153,658  
Undistributed long-term capital gain
     
Total distributable earnings
    153,658  
Other accumulated gains/(losses)
    (317,075 )
Total accumulated earnings/(losses)
  $ 4,540,238  
 
(a)
Book-basis and tax-basis net unrealized appreciation is the same.
 
At February 28, 2015, “Other Accumulated Gains/Losses” included tax short-term capital losses of $57,152 which may be carried over indefinitely to offset future gains, a deferral, on a tax basis, of post-October losses of $146,922 and distributions payable of $113,001.

 
28

 

Wasmer Schroeder High Yield Municipal Fund

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Trustees of
Advisors Series Trust and
Shareholders of
Wasmer Schroeder High Yield Municipal Fund
 
We have audited the accompanying statement of assets and liabilities of Wasmer Schroeder High Yield Municipal Fund, a series of Advisors Series Trust (the “Trust”), including the schedule of investments, as of February 28, 2015, and the related statements of operations, changes in net assets, and the financial highlights for the period March 31, 2014 (commencement of operations) to February 28, 2015.  These financial statements and financial highlights are the responsibility of the Trust’s management.  Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.  The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting.  Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  Our procedures included confirmation of securities owned as of February 28, 2015, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received.  We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Wasmer Schroeder High Yield Municipal Fund, as of February 28, 2015, and the results of its operations, the changes in its net assets and the financial highlights for the period March 31, 2014 (commencement of operations) to February 28, 2015, in conformity with accounting principles generally accepted in the United States of America.
 
 
TAIT, WELLER & BAKER LLP
 
Philadelphia, Pennsylvania
April 29, 2015

 
29

 

Wasmer Schroeder High Yield Municipal Fund
NOTICE TO SHAREHOLDERS at February 28, 2015 (Unaudited)

 
For the period ended February 28, 2015, none of the dividends paid from net investment income qualifies for the dividend received deduction available to corporate shareholders of the Fund.  For shareholders in the Fund, none of the income distributed for the period ended February 28, 2015 is designated as qualified dividend income under the Jobs and Growth Relief Act of 2003.
 
The percentage of ordinary income distributions that are designated as interest related income under Internal Revenue section 871(k)(1)(C) for the period ended February 28, 2015 was 100.0%.
 
The percentage of ordinary income distributions exempt from federal tax for the period ended February 28, 2015 was 78.0%.
 
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 1-855-WSC-MUNI or on the U.S. Securities and Exchange Commission’s (“SEC”) 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 1-855-WSC-MUNI.  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, upon request, by calling 1-855-WSC-MUNI.

 
30

 

Wasmer Schroeder High Yield Municipal Fund

TRUSTEES & OFFICERS

 
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.
 
   
Term of
 
Number of
 
   
Office
 
Portfolios
Other
   
and
Principal
in Fund
Directorships
 
Position
Length
Occupation
Complex
Held During
Name, Address
Held with
of Time
During Past
Overseen by
Past Five
and Age
the Trust
Served
Five Years
Trustee(2)
Years(3)
           
Independent Trustees(1)
         
           
Gail S. Duree
Trustee
Indefinite
Director, Alpha
1
Trustee,
(age 68)
 
term
Gamma Delta
 
Advisors
615 E. Michigan Street
 
since
Housing Corporation
 
Series Trust
Milwaukee, WI 53202
 
March
(collegiate housing
 
(for series not
   
2014.
management)
 
affiliated with
     
(2012 to present);
 
the Fund);
     
Trustee and Chair
 
Independent
     
(2000 to 2012),
 
Trustee from
     
New Covenant Mutual
 
1999 to 2012,
     
Funds (1999-2012);
 
New Covenant
     
Director and Board
 
Mutual Funds.
     
Member, Alpha
   
     
Gamma Delta
   
     
Foundation
   
     
(philanthropic
   
     
organization)
   
     
(2005 to 2011).
   
           
Donald E. O’Connor
Trustee
Indefinite
Retired; former
1
Trustee,
(age 78)
 
term
Financial Consultant
 
Advisors
615 E. Michigan Street
 
since
and former Executive
 
Series Trust
Milwaukee, WI 53202
 
February
Vice President and Chief
 
(for series not
   
1997.
Operating Officer of
 
affiliated with
     
ICI Mutual Insurance
 
the Fund);
     
Company (until
 
Trustee, The
     
January 1997).
 
Forward Funds
         
(33 portfolios).
           
George J. Rebhan
Trustee
Indefinite
Retired; formerly
1
Trustee,
(age 80)
 
term
President, Hotchkis
 
Advisors
615 E. Michigan Street
 
since
and Wiley Funds
 
Series Trust
Milwaukee, WI 53202
 
May 2002.
(mutual funds)
 
(for series not
     
(1985 to 1993).
 
affiliated with
         
the Fund);
         
Independent
         
Trustee from
         
1999 to 2009,
         
E*TRADE
         
Funds.
 
 
31

 

Wasmer Schroeder High Yield Municipal Fund

TRUSTEES & OFFICERS, Continued

 
   
Term of
 
Number of
 
   
Office
 
Portfolios
Other
   
and
Principal
in Fund
Directorships
 
Position
Length
Occupation
Complex
Held During
Name, Address
Held with
of Time
During Past
Overseen by
Past Five
and Age
the Trust
Served
Five Years
Trustee(2)
Years(3)
           
George T. Wofford
Trustee
Indefinite
Retired; formerly
1
Trustee,
(age 75)
 
term
Senior Vice
 
Advisors
615 E. Michigan Street
 
since
President, Federal
 
Series Trust
Milwaukee, WI 53202
 
February
Home Loan Bank
 
(for series not
   
1997.
of San Francisco.
 
affiliated with
         
the Fund).
           
Interested Trustee
         
           
Joe D. Redwine(4)
Interested
Indefinite
President, CEO,
1
Trustee,
(age 67)
Trustee
term
U.S. Bancorp
 
Advisors
615 E. Michigan Street
 
since
Fund Services, LLC
  Series Trust
Milwaukee, WI 53202
 
September
(May 1991 to present).
  (for series not
   
2008.
   
affiliated with
         
the Fund).


   
Term of
 
   
Office
 
   
and
 
 
Position
Length
 
Name, Address
Held with
of Time
Principal Occupation
and Age
the Trust
Served
During Past Five Years
       
Officers
     
       
Joe D. Redwine
Chairman
Indefinite
President, CEO, U.S. Bancorp Fund Services, LLC
(age 67)
and
term since
(May 1991 to present).
615 E. Michigan Street
Chief
September
 
Milwaukee, WI 53202
Executive
2007.
 
 
Officer
   
       
Douglas G. Hess
President
Indefinite
Senior Vice President, Compliance and
(age 47)
and
term since
Administration, U.S. Bancorp Fund Services, LLC
615 E. Michigan Street
Principal
June 2003.
(March 1997 to present).
Milwaukee, WI 53202
Executive
   
 
Officer
   
       
Cheryl L. King
Treasurer
Indefinite
Vice President, Compliance and Administration,
(age 53)
and
term since
U.S. Bancorp Fund Services, LLC (October 1998
615 E. Michigan Street
Principal
December
to present).
Milwaukee, WI 53202
Financial
2007.
 
 
Officer
   
       
Kevin J. Hayden
Assistant
Indefinite
Assistant Vice President, Compliance and
(age 43)
Treasurer
term since
Administration, U.S. Bancorp Fund Services, LLC
615 E. Michigan Street
 
September
(June 2005 to present).
Milwaukee, WI 53202
 
2013.
 
       
 
 
32

 

Wasmer Schroeder High Yield Municipal Fund

TRUSTEES & OFFICERS, Continued

   
Term of
 
   
Office
 
   
and
 
 
Position
Length
 
Name, Address
Held with
of Time
Principal Occupation
and Age
the Trust
Served
During Past Five Years
       
Albert Sosa
Assistant
Indefinite
Assistant Vice President, Compliance and
(age 44)
Treasurer
term since
Administration, U.S. Bancorp Fund Services, LLC
615 E. Michigan Street
 
September
(June 2004 to present).
Milwaukee, WI 53202
 
2013.
 
       
Michael L. Ceccato
Vice
Indefinite
Senior Vice President, U.S. Bancorp Fund Services,
(age 57)
President,
term since
LLC (February 2008 to present).
615 E. Michigan Street
Chief
September
 
Milwaukee, WI 53202
Compliance
2009.
 
 
Officer and
   
 
AML Officer
   
       
Michelle M. Nelson, Esq.
Secretary
Indefinite
Vice President and Counsel, U.S. Bancorp Fund
(age 44)
 
term
Services, LLC (November 2013 to present);
615 E. Michigan Street
 
since
Assistant General Counsel and Assistant Secretary,
Milwaukee, WI 53202
 
January
The Northwestern Mutual Life Insurance Company
   
2015.
(December 2004 to November 2013).

(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 February 28, 2015, the Trust is comprised of 47 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.
(4)
Mr. Redwine is an “interested person” of the Trust as defined by the 1940 Act.  Mr. Redwine is an interested Trustee of the Trust by virtue of the fact that he is an interested person of Quasar Distributors, LLC who acts as principal underwriter to the series of the Trust.

The Statement of Additional Information includes additional information about the Fund’s Trustees and Officers and is available, without charge, upon request by calling 1-855-WSC-MUNI (1-855-972-6864).

 
33

 

Wasmer Schroeder High Yield Municipal Fund

HOUSEHOLDING

In an effort to decrease costs, the Transfer Agent 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 1-855-972-6864 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.

 
34

 

Wasmer Schroeder High Yield Municipal Fund

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

 

Investment Adviser
Wasmer, Schroeder & Company, Inc.
600 Fifth Avenue South, Suite 210
Naples, Florida 34102

Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP
1818 Market Street, Suite 2400
Philadelphia, Pennsylvania 19103

Legal Counsel
Paul Hastings LLP
75 East 55th Street
New York, New York 10022-3205

Custodian
U.S. Bank N.A.
1555 North River Center Drive, Suite 302
Milwaukee, Wisconsin 53212

Transfer Agent, Fund Accountant and Fund Administrator
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
1-855-WSC-MUNI

Distributor
Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202








This report is intended for shareholders of the Fund and may not be used as sales literature unless preceded or accompanied by a current prospectus.  For a current prospectus, please call 1-855-WSC-MUNI (1-855-972-6864).  Statements and other information herein are dated and are subject to change.
 


 
 

 

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer.  The registrant has not made any amendments to its code of ethics during the period covered by this report.  The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

A copy of the registrant’s Code of Ethics is filed herewith.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Trustees has determined that 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 year.  “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 the fiscal year.  “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 the fiscal year for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 
FYE  2/28/2015
Audit Fees
          $12,700
Audit-Related Fees
          N/A
Tax Fees
          $3,200
All Other Fees
          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  2/28/2015
Audit-Related Fees
0%
Tax Fees
0%
All Other Fees
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 year.  The audit committee of the Board of Trustees 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  2/28/2015
Registrant
N/A
Registrant’s Investment Adviser
N/A

Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

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/Principal Executive Officer and 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 (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. Exhibits.

(a)  
(1) Any code of ethics or amendment thereto, that is subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith.

(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.  Not applicable to open-end investment companies.

(b)  
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  Furnished herewith.

 
 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


(Registrant)  Advisors Series Trust                                                                                                

By (Signature and Title)* /s/ Douglas G. Hess                                                                                                          
  Douglas G. Hess, President

 
Date  5/4/15                                                                                     



Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)* /s/ Douglas G. Hess                                                                                                           
  Douglas G. Hess, President

Date  5/4/15                                                                                                           

By (Signature and Title)* /s/ Cheryl L. King                                                                                    
 Cheryl L. King, Treasurer

Date 5/4/15                                                                                     

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