N-CSRS 1 kmf-ncsrs.htm KELLNER MERGER FUND SEMIANNUAL 06/30/2015 kmf-ncsrs.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, WI 53202
(Address of principal executive offices) (Zip code)


Douglas G. Hess, President
Advisors Series Trust
c/o U.S. Bancorp Fund Services, LLC
777 East Wisconsin Avenue, 5th Floor
Milwaukee, WI 53202
(Name and address of agent for service)



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



Date of fiscal year end: December 31, 2015



Date of reporting period: June 30, 2015

 
 

 

Item 1. Reports to Stockholders.
 
 
 
 
 
 
 

 

 

 

 

 
Kellner Merger Fund
 

 

 

 
Semi-Annual Report
June 30, 2015
 

 

 

 

 

 
 

 

KELLNER MERGER FUND

SECTOR ALLOCATION OF PORTFOLIO ASSETS at June 30, 2015 (Unaudited)

 
 

 
 
 
Percentages represent market value as a percentage of total investments.
 



 


 
3

 

KELLNER MERGER FUND

EXPENSE EXAMPLE at June 30, 2015 (Unaudited)

As a shareholder of a mutual fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, 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 (1/1/15 – 6/30/15).
 
Actual Expenses
 
The first set of lines of the table below provides information about actual account values and actual expenses, with actual net expenses being limited to 1.75% and 1.50% per the operating expenses limitation agreement for the Kellner Merger Fund Class A and Institutional Class, respectively.  Although the Fund charges no transaction fees, 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, 12b-1 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 set of lines 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 transactional costs, such as sales charges (loads), 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 transactional costs were included, your costs would have been higher.
 


 

 

 
4

 

KELLNER MERGER FUND

EXPENSE EXAMPLE at June 30, 2015 (Unaudited), Continued

 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period(1)
 
1/1/15
6/30/15
1/1/15 – 6/30/15
Actual(2)
     
  Class A
$1,000.00
$1,031.60
$13.95
  Institutional Class
$1,000.00
$1,033.20
$12.70
       
Hypothetical (5% return
     
  before expenses)(3)
     
  Class A
$1,000.00
$1,011.06
$13.81
  Institutional Class
$1,000.00
$1,012.30
$12.57
 
(1)
Expenses are equal to the Class A and Institutional Class annualized expense ratios of 2.77% and 2.52%, respectively, multiplied by the average account value over the period, multiplied by 181 (days in the most recent fiscal half-year)/365 days to reflect the one-half year expense.
(2)
Excluding interest expense and dividends on short positions, your actual expenses would be $8.82 and $7.56 for Class A and Institutional Class, respectively.
(3)
Excluding interest expense and dividends on short positions, your hypothetical expenses would be $8.75 and $7.50 for Class A and Institutional Class, respectively.






 
5

 

KELLNER MERGER FUND

SCHEDULE OF INVESTMENTS at June 30, 2015 (Unaudited)

Shares
 
COMMON STOCKS – 80.1%
 
Value
 
   
Administrative and Support Services – 4.9%
     
  32,700  
Baker Hughes, Inc.
  $ 2,017,590  
  168,100  
Orbitz Worldwide, Inc. (a)
    1,919,702  
            3,937,292  
     
Broadcasting (except Internet) – 5.2%
       
  42,300  
DIRECTV (a)(c)
    3,925,017  
  67,400  
Sirius XM Holdings, Inc. (a)(c)
    251,402  
            4,176,419  
     
Chemical Manufacturing – 4.3%
       
  1  
AbbVie, Inc.
    56  
  1  
Endo International plc (a)(b)
    80  
  13,200  
KYTHERA Biopharmaceuticals, Inc. (a)(f)
    994,092  
  5,000  
Mylan NV (a)(b)
    339,300  
  11,400  
Perrigo Co. PLC (b)
    2,107,062  
            3,440,590  
     
Clothing and Clothing Accessories Stores – 5.6%
       
  94,500  
ANN, Inc. (a)
    4,563,405  
               
     
Computer and Electronic
       
     
  Product Manufacturing – 5.4%
       
  318,300  
Alcatel-Lucent – ADR (a)
    1,152,246  
  12,000  
Broadcom Corp. – Class A
    617,880  
  43,500  
Freescale Semiconductor Ltd. (a)(b)
    1,738,695  
  59,200  
Micrel, Inc.
    822,880  
            4,331,701  
     
Credit Intermediation and Related Activities – 14.8%
       
  45,000  
City National Corp. (c)
    4,067,550  
  423,800  
Hudson City Bancorp, Inc. (c)
    4,187,144  
  261,800  
Susquehanna Bancshares, Inc. (c)
    3,696,616  
            11,951,310  
     
Electrical Equipment, Appliance, and
       
     
  Component Manufacturing – 1.1%
       
  174,000  
Graftech International Ltd. (a)
    863,040  
     
General Merchandise Stores – 11.1%
       
  113,600  
Family Dollar Stores, Inc. (c)
    8,952,816  

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







 
6

 

KELLNER MERGER FUND

SCHEDULE OF INVESTMENTS at June 30, 2015 (Unaudited), Continued

Shares
 
COMMON STOCKS – 80.1% (Continued)
 
Value
 
   
Insurance Carriers and Related Activities – 3.2%
     
  6,000  
Cigna Corp.
  $ 972,000  
  18,200  
HCC Insurance Holdings, Inc.
    1,398,488  
  4,800  
Montpelier Re Holdings Ltd. (b)
    189,600  
            2,560,088  
     
Machinery Manufacturing – 0.7%
       
  6,600  
Dresser-Rand Group, Inc. (a)
    562,188  
               
     
Merchant Wholesalers, Nondurable Goods – 5.7%
       
  33,000  
Sigma-Aldrich Corp. (c)
    4,598,550  
               
     
Miscellaneous Store Retailers – 2.0%
       
  183,300  
Office Depot, Inc. (a)
    1,587,378  
               
     
Paper Manufacturing – 2.5%
       
  43,800  
MeadWestvaco Corp.
    2,066,922  
               
     
Pipeline Transportation – 1.3%
       
  17,800  
The Williams Companies, Inc.
    1,021,542  
               
     
Primary Metal Manufacturing – 1.5%
       
  37,472  
RTI International Metals, Inc. (a)
    1,181,117  
               
     
Professional, Scientific, and Technical Services – 0.7%
       
  13,700  
Advent Software, Inc.
    605,677  
               
     
Publishing Industries (except Internet) – 8.1%
       
  18,100  
Catamaran Corp. (a)(b)
    1,105,548  
  24,000  
Dealertrack Technologies, Inc. (a)
    1,506,960  
  81,200  
Informatica Corp. (a)
    3,935,764  
            6,548,272  
     
Truck Transportation – 1.1%
       
  59,200  
Quality Distribution, Inc. (a)
    915,232  
               
     
Utilities – 0.9%
       
  26,800  
Pepco Holdings, Inc.
    721,992  
     
TOTAL COMMON STOCKS (Cost $64,437,244)
    64,585,531  
               
     
REITS – 7.9%
       
     
Funds, Trusts, and Other Financial Vehicles – 2.1%
       
  57,500  
Associated Estates Realty Corp.
    1,646,225  
               
     
Real Estate – 5.8%
       
  64,100  
Home Properties, Inc.
    4,682,505  
     
TOTAL REITS (Cost $6,346,251)
    6,328,730  

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






 
7

 

KELLNER MERGER FUND

SCHEDULE OF INVESTMENTS at June 30, 2015 (Unaudited), Continued

Shares
 
RIGHTS – 0.0%
 
Value
 
   
Hospitals – 0.0%
     
  6,500  
Community Health Systems, Inc. (a)(c)
  $ 91  
     
TOTAL RIGHTS (Cost $0)
    91  
               
     
MONEY MARKET FUNDS – 3.8%
       
  3,095,831  
Fidelity Institutional Money Market
       
     
  Portfolio – Class I, 0.07% (d)(e)
    3,095,831  
     
TOTAL MONEY MARKET FUNDS
       
     
  (Cost $3,095,831)
    3,095,831  
     
TOTAL INVESTMENTS IN SECURITIES
       
     
  (Cost $73,879,326) – 91.8%
    74,010,183  
     
Other Assets in Excess of Liabilities – 8.2%
    6,629,640  
     
NET ASSETS – 100.0%
  $ 80,639,823  
 
(a)
Non-income producing security.
(b)
Foreign issued security.
(c)
All or a portion of the security has been segregated for open short positions.
(d)
Rate shown is the 7-day annualized yield as of June 30, 2015.
(e)
All or a portion of the shares have been committed as collateral for total return swaps.
(f)
All or a portion of the security is pledged as collateral for written options.
ADR – American Depository Receipt
REIT – Real Estate Investment Trust

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






 
8

 

KELLNER MERGER FUND

SCHEDULE OF SECURITIES SOLD SHORT at June 30, 2015 (Unaudited)

Shares
 
COMMON STOCKS – 37.9%
 
Value
 
   
Broadcasting (except Internet) – 2.6%
     
  6,367  
Charter Communications, Inc. – Class A (a)
  $ 1,090,349  
  17,171  
Comcast Corp. – Class A
    1,032,664  
            2,123,013  
     
Clothing and Clothing Accessories Stores – 1.3%
       
  64,260  
Ascena Retail Group, Inc. (a)
    1,070,250  
               
     
Computer and Electronic
       
     
  Product Manufacturing – 6.7%
       
  20,183  
Avago Technologies Ltd.
    2,682,926  
  175,065  
Nokia OYJ – ADR
    1,199,196  
  15,316  
NXP Semiconductors NV (a)(b)
    1,504,031  
            5,386,153  
     
Credit Intermediation and Related Activities – 11.4%
       
  66,237  
BB&T Corp.
    2,670,014  
  35,610  
M&T Bank Corp.
    4,448,757  
  33,700  
Royal Bank of Canada (b)
    2,060,755  
            9,179,526  
     
General Merchandise Stores – 2.8%
       
  28,217  
Dollar Tree, Inc. (a)
    2,228,861  
               
     
Insurance Carriers and Related Activities – 0.2%
       
  2,266  
Endurance Specialty Holdings Ltd. (b)
    148,876  
               
     
Miscellaneous Store Retailers – 0.7%
       
  40,105  
Staples, Inc.
    614,007  
               
     
Paper Manufacturing – 5.5%
       
  73,208  
Rock-Tenn Co. – Class A
    4,407,122  
               
     
Primary Metal Manufacturing – 1.5%
       
  106,102  
Alcoa, Inc.
    1,183,037  
               
     
Support Activities for Mining – 1.9%
       
  36,624  
Halliburton Co.
    1,577,396  
               
     
Telecommunications – 3.3%
       
  75,129  
AT&T, Inc.
    2,668,582  
     
TOTAL COMMON STOCKS
       
     
  (Proceeds $31,320,086)
    30,586,823  
     
TOTAL SECURITIES SOLD SHORT
       
     
  (Proceeds $31,320,086)
  $ 30,586,823  

(a)
Non-income producing security.
(b)
Foreign issued security.
ADR – American Depository Receipt

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




 
9

 

KELLNER MERGER FUND

SCHEDULE OF OPTIONS WRITTEN at June 30, 2015 (Unaudited)

Contracts
 
CALL OPTIONS – 0.3%
 
Value
 
  45  
KYTHERA Biopharmaceuticals, Inc.
     
     
  Expiration: November 2015, Exercise Price: $75.00
  $ 7,650  
  187  
Time Warner Cable, Inc.
       
     
  Expiration: October 2015, Exercise Price: $170.00
    212,245  
     
TOTAL CALL OPTIONS WRITTEN
       
     
  (Proceeds $144,868)
  $ 219,895  

 
 
SCHEDULE OF SWAP CONTRACTS at June 30, 2015 (Unaudited)

 
Total
                 
Net
   
 
Return
 
Termi-
             
Unrealized
   
 
Received/
 
nation
       
Notional
   
Appreciation/
 
Counter-
Security
Paid
 
Date
 
Shares
   
Amount
   
(Depreciation)*
 
party
LONG TOTAL RETURN SWAP CONTRACTS
                         
Altera Corp.
Total return
                     
Goldman
 
of security
 
7/3/25
    36,300     $ 1,855,293     $ 3,267  
Sachs & Co.
BG Group plc
Total return
                           
Goldman
 
of security
 
7/2/25
    92,000       1,553,234       (21,683 )
Sachs & Co.
Broadcom Corp. –
Total return
                           
Goldman
  Class A
of security
 
7/3/25
    89,500       4,735,445       (127,090 )
Sachs & Co.
Catamaran Corp.
Total return
                           
Goldman
 
of security
 
7/3/25
    64,400       3,933,874       (322 )
Sachs & Co.
Dresser-Rand
Total return
                           
Goldman
  Group, Inc.
of security
 
7/3/25
    20,800       1,771,536       208  
Sachs & Co.
Hospira, Inc.
Total return
                           
Goldman
 
of security
 
7/3/25
    49,000       4,345,810       980  
Sachs & Co.
MeadWestvaco
Total return
                           
Goldman
  Corp.
of security
 
7/3/25
    50,000       2,373,500       (14,000 )
Sachs & Co.
Omnicare, Inc.
Total return
                           
Goldman
 
of security
 
7/3/25
    24,000       2,260,080       1,920  
Sachs & Co.
Pall Corp.
Total return
                           
Goldman
 
of security
 
7/3/25
    34,700       4,444,650       (1,785 )
Sachs & Co.
Polypore
                               
  International,
Total return
                           
Goldman
  Inc.
of security
 
7/3/25
    80,600       4,830,358       (4,030 )
Sachs & Co.
Time Warner
Total return
                           
Goldman
  Cable, Inc.
of security
 
7/3/25
    43,400       7,652,288       80,290  
Sachs & Co.
SHORT TOTAL RETURN SWAP CONTRACTS
                               
Royal Dutch
                               
  Shell plc –
Total return
                           
Goldman
  Class B
of security
 
7/2/25
    (40,976 )     (1,185,293 )     21,890  
Sachs & Co.
                          $ (60,355 )  

* Based on the net swap contract value held at the counterparty, net unrealized depreciation is a liability on the statement of assets and liabilities.

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




 
10

 

KELLNER MERGER FUND














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11

 

KELLNER MERGER FUND

STATEMENT OF ASSETS AND LIABILITIES at June 30, 2015 (Unaudited)

ASSETS
     
Investments in securities, at value (identified cost $73,879,326)
  $ 74,010,183  
Cash
    630,960  
Foreign currency
    11,583  
Deposit at broker
    36,562,582  
Receivables
       
Securities sold
    3,889,206  
Dividends and interest
    5,654  
Swap dividends
    32,550  
Fund shares purchased
    1,254,884  
Prepaid expenses
    32,258  
Total assets
    116,429,860  
LIABILITIES
       
Options written, at value (premiums received $144,868)
    219,895  
Securities sold short (proceeds $31,320,086)
    30,586,823  
Payables
       
Securities purchased
    4,691,574  
Fund shares redeemed
    63,549  
Dividends on short positions
    26,400  
Swap interest
    624  
Swap contracts
    60,355  
Due to advisor
    75,959  
Administration and fund accounting fees
    24,532  
Transfer agent fees and expenses
    11,316  
Audit fees
    9,966  
Chief Compliance Officer fee
    2,211  
Custody fees
    377  
Legal fees
    5,214  
12b-1 distribution fees
    1,684  
Reports to shareholders
    8,185  
Accrued other expenses
    1,373  
Total liabilities
    35,790,037  
NET ASSETS
  $ 80,639,823  

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





 
12

 

KELLNER MERGER FUND

STATEMENT OF ASSETS AND LIABILITIES at June 30, 2015 (Unaudited), Continued

CALCULATION OF NET ASSET VALUE PER SHARE
     
Class A Shares
     
Net assets applicable to shares outstanding
  $ 1,482,935  
Shares issued and outstanding
       
  [unlimited number of shares (par value $0.01) authorized]
    137,788  
Net asset value and redemption price per share
  $ 10.76  
Maximum offering price per share
       
  (Net asset value per share divided by 94.25%)
  $ 11.42  
Institutional Class Shares
       
Net assets applicable to shares outstanding
  $ 79,156,888  
Shares issued and outstanding
       
  [unlimited number of shares (par value $0.01) authorized]
    7,260,025  
Net asset value, offering and redemption price per share
  $ 10.90  
         
COMPONENTS OF NET ASSETS
       
Paid-in capital
  $ 77,707,281  
Undistributed net investment loss
    (1,103,710 )
Accumulated net realized gain on investments, foreign currency, options,
       
  securities sold short and swap contracts
    3,323,170  
Net unrealized appreciation/(depreciation) on:
       
Investments and foreign currency
    115,201  
Written option contracts
    (75,027 )
Securities sold short
    733,263  
Swap contracts
    (60,355 )
Net unrealized appreciation on investments, foreign currency,
       
  options, securities sold short and swap contracts
    713,082  
Net assets
  $ 80,639,823  

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






 
13

 

KELLNER MERGER FUND

STATEMENT OF OPERATIONS For the Six Months Ended June 30, 2015 (Unaudited)

INVESTMENT INCOME
     
Income
     
Dividends (net of foreign taxes withheld and
     
  issuance fees of $3,275 and $502, respectively)
  $ 328,943  
Interest
    2,959  
Total income
    331,902  
Expenses
       
Advisory fees (Note 4)
    413,232  
Administration and fund accounting fees (Note 4)
    51,116  
Transfer agent fees and expenses (Note 4)
    24,914  
Registration fees
    20,942  
Audit fees
    9,966  
Legal fees
    7,186  
Custody fees (Note 4)
    4,643  
Miscellaneous
    4,568  
Chief Compliance Officer fee (Note 4)
    4,461  
Printing and mailing expense
    4,172  
Trustee fees
    4,092  
12b-1 distribution fees – Class A (Note 5)
    1,721  
Total expenses before dividends on short positions
       
  and interest expense
    551,013  
Dividends on short positions
    269,621  
Interest expense
    67,143  
Total expenses before fee waivers by advisor
    887,777  
Less: advisory fees waived by advisor (Note 4)
    (53,413 )
Net expenses
    834,364  
Net investment loss
    (502,462 )
         
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS, FOREIGN
       
  CURRENCY, OPTIONS, SECURITIES SOLD SHORT AND SWAP CONTRACTS
       
Net realized gain/(loss) loss on transactions from:
       
Investments
    3,194,882  
Foreign currency
    (14,140 )
Purchased options
    (76,824 )
Written options
    76,125  
Securities sold short
    (1,346,162 )
Swap contracts
    1,713,798  
Net change in unrealized appreciation/(depreciation) on:
       
Investments and foreign currency
    (2,217,052 )
Purchased options
    (15,799 )
Written options
    (113,645 )
Securities sold short
    2,337,029  
Swap contracts
    (854,863 )
Net realized and unrealized gain on investments, foreign currency,
       
  options, securities sold short and swap contracts
    2,683,349  
Net Increase in Net Assets Resulting from Operations
  $ 2,180,887  

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




 
14

 

KELLNER MERGER FUND


 
 
 
 

 



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15

 

KELLNER MERGER FUND

STATEMENTS OF CHANGES IN NET ASSETS

   
Six Months Ended
       
   
June 30, 2015
   
Year Ended
 
   
(Unaudited)
   
December 31, 2014
 
NET INCREASE/(DECREASE) IN NET ASSETS FROM:
           
OPERATIONS
           
Net investment loss
  $ (502,462 )   $ (426,295 )
Net realized gain/(loss) on transactions from:
               
Investments
    3,194,882       503,078  
Foreign currency
    (14,140 )     226,618  
Purchased options
    (76,824 )     (262 )
Written options
    76,125       74,665  
Securities sold short
    (1,346,162 )     (666,878 )
Swap contracts
    1,713,798       36,059  
Net change in unrealized appreciation/(depreciation) on:
               
Investments and foreign currency
    (2,217,052 )     2,147,845  
Purchased options
    (15,799 )     15,799  
Written options
    (113,645 )     38,447  
Securities sold short
    2,337,029       (1,462,126 )
Swap contracts
    (854,863 )     794,508  
Net increase in net assets
               
  resulting from operations
    2,180,887       1,281,458  
DISTRIBUTIONS TO SHAREHOLDERS
               
From net realized gain on investments
               
Class A Shares
          (14,482 )
Institutional Class Shares
          (581,946 )
Total distributions to shareholders
          (596,428 )
CAPITAL SHARE TRANSACTIONS
               
Net increase in net assets derived from net change
               
  in outstanding shares (a)
    23,883,871       49,520,284  
Total increase in net assets
    26,064,758       50,205,314  
NET ASSETS
               
Beginning of period
    54,575,065       4,369,751  
End of period
  $ 80,639,823     $ 54,575,065  
Includes undistributed net investment loss of
  $ (1,103,710 )   $ (601,248 )

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




 
16

 

KELLNER MERGER FUND

STATEMENTS OF CHANGES IN NET ASSETS, Continued

(a) A summary of share transactions is as follows:
   
Six Months Ended
             
   
June 30, 2015
   
Year Ended
 
   
(Unaudited)
   
December 31, 2014
 
   
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
Class A Shares
                       
Shares sold
    29,679     $ 317,161       720,835     $ 7,474,179  
Shares issued on reinvestments
                               
  of distributions
                1,409       14,482  
Shares redeemed
    (17,690 )     (189,668 )     (923,765 )     (9,617,160 )
Net increase/(decrease)
    11,989     $ 127,493       (201,521 )   $ (2,128,499 )
                                 
   
Six Months Ended
                 
   
June 30, 2015
   
Year Ended
 
   
(Unaudited)
   
December 31, 2014
 
   
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
Institutional Class Shares
                               
Shares sold
    4,160,900     $ 44,628,492       5,337,527     $ 55,719,659  
Shares issued on reinvestments
                               
  of distributions
                52,341       544,348  
Shares redeemed
    (1,949,371 )     (20,872,114 )     (441,480 )     (4,615,224 )
Net increase
    2,211,529     $ 23,756,378       4,948,388     $ 51,648,783  

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




 
17

 

KELLNER MERGER FUND

STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2015 (Unaudited)

Increase/(decrease) in cash—
     
Cash flows from operating activities:
     
Net increase in net assets from operations
  $ 2,180,887  
Adjustments to reconcile net increase/(decrease) in
       
  net assets from operations to net cash used in operating activities:
       
Purchases of investment securities
    (125,728,703 )
Proceeds from sale of investment securities
    63,433,236  
Proceeds from short sales
    43,400,954  
Closed short sale transactions
    (19,130,524 )
Sale of short-term investments, net
    9,586,879  
Decrease in receivable for swap contracts
    854,863  
Increase in deposits at broker
    (19,639,731 )
Decrease in dividends and interest receivable
    39,481  
Increase in receivable for securities sold
    (3,827,440 )
Increase in prepaid expenses and other assets
    (36,243 )
Increase in due to Advisor
    29,531  
Decrease in due to broker/custodian
    (131 )
Increase in options written
    216,635  
Increase in payable for securities purchased
    4,691,574  
Decrease in payable for dividends on short positions
    (11,838 )
Decrease in accrued administration fees
    (819 )
Decrease in 12b-1 distribution fees
    (2,392 )
Decrease in custody fees
    (1,284 )
Decrease in transfer agent fees and expenses
    (175 )
Decrease in other accrued expenses
    (959 )
Unrealized appreciation on securities
    (104,178 )
Net realized gain on investments
    (1,771,896 )
Proceeds received through mergers
    23,760,572  
Net cash used in operating activities
    (22,061,701 )
         
Cash flows from financing activities:
       
Proceeds from shares sold
    43,690,769  
Payment on shares redeemed
    (20,998,233 )
Net cash provided by financing activities
    22,692,536  
Net increase in cash
    630,835  
Cash:
       
Beginning balance
    125  
Ending balance
  $ 630,960  
         
Supplemental information:
       
Cash paid for interest
  $ 125,630  

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





 
18

 

KELLNER MERGER FUND

FINANCIAL HIGHLIGHTS For a share outstanding throughout the period

Class A Shares
   
Six Months
         
May 1,
   
June 29,
 
   
Ended
         
2013
      2012**  
   
June 30,
   
Year Ended
   
through
   
through
 
   
2015
   
December 31,
   
December 31,
   
April 30,
 
   
(Unaudited)
   
2014
      2013*       2013  
Net asset value,
                           
  beginning of period
  $ 10.43     $ 10.21     $ 10.29     $ 10.00  
Income from investment operations:
                               
Net investment loss^
    (0.09 )     (0.13 )     (0.04 )     (0.12 )
Net realized and unrealized
                               
  gain on investments
    0.42       0.47       0.40       0.41  
Total from investment operations
    0.33       0.34       0.36       0.29  
                                 
Less distributions:
                               
From net realized
                               
  gain on investments
          (0.12 )     (0.44 )      
Total distributions
          (0.12 )     (0.44 )      
Net asset value, end of period
  $ 10.76     $ 10.43     $ 10.21     $ 10.29  
                                 
Total return
    3.16 %+     3.31 %     3.54 %+     2.90 %+
                                 
Ratios/supplemental data:
                               
Net assets, end of period (thousands)
  $ 1,483     $ 1,312     $ 3,343     $ 3,197  
Ratio of expenses to average net assets:
                               
Before fee waivers and
                               
  expense reimbursement
    2.93 %++     4.75 %     8.29 %++     9.23 %++
After fee waivers and
                               
  expense reimbursement
    2.77 %++     2.87 %     3.00 %++     2.50 %++
Ratio of net investment loss
                               
  to average net assets:
                               
Before fee waivers and
                               
  expense reimbursement
    (1.94 %)++     (3.15 %)     (5.81 %)++     (8.20 %)++
After fee waivers and
                               
  expense reimbursement
    (1.78 %)++     (1.27 %)     (0.52 %)++     (1.47 %)++
Portfolio turnover rate
    108.36 %+     214.06 %     143.51 %+     37.59 %+

*
 
Effective September 19, 2013, the Fund changed its fiscal year end from April 30 to December 31.
**
 
Commencement of operations.
^
 
Based on average shares outstanding.
+
 
Not annualized.
++
 
Annualized.

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




 
19

 

KELLNER MERGER FUND

FINANCIAL HIGHLIGHTS For a share outstanding throughout the period

Institutional Class Shares
   
Six Months
         
May 1,
   
June 29,
 
   
Ended
         
2013
      2012**  
   
June 30,
   
Year Ended
   
through
   
through
 
   
2015
   
December 31,
   
December 31,
   
April 30,
 
   
(Unaudited)
   
2014
      2013*       2013  
Net asset value,
                           
  beginning of period
  $ 10.55     $ 10.25     $ 10.31     $ 10.00  
Income from investment operations:
                               
Net investment loss^
    (0.08 )     (0.14 )     (0.02 )     (0.06 )
Net realized and unrealized
                               
  gain on investments
    0.43       0.56       0.40       0.37  
Total from investment operations
    0.35       0.42       0.38       0.31  
                                 
Less distributions:
                               
From net realized
                               
  gain on investments
          (0.12 )     (0.44 )      
Total distributions
          (0.12 )     (0.44 )      
Net asset value, end of period
  $ 10.90     $ 10.55     $ 10.25     $ 10.31  
                                 
Total return
    3.32 %+     4.08 %     3.73 %+     3.20 %+
                                 
Ratios/supplemental data:
                               
Net assets, end of period (thousands)
  $ 79,157     $ 53,263     $ 1,027     $ 1,100  
Ratio of expenses to average net assets:
                               
Before fee waivers and
                               
  expense reimbursement
    2.68 %++     3.00 %     8.03 %++     7.50 %++
After fee waivers and
                               
  expense reimbursement
    2.52 %++     2.59 %     2.76 %++     2.04 %++
Ratio of net investment loss
                               
  to average net assets:
                               
Before fee waivers and
                               
  expense reimbursement
    (1.68 %)++     (1.74 %)     (5.53 %)++     (6.18 %)++
After fee waivers and
                               
  expense reimbursement
    (1.52 %)++     (1.33 %)     (0.26 %)++     (0.72 %)++
Portfolio turnover rate
    108.36 %+     214.06 %     143.51 %+     37.59 %+

*
 
Effective September 19, 2013, the Fund changed its fiscal year end from April 30 to December 31.
**
 
Commencement of operations.
^
 
Based on average shares outstanding.
+
 
Not annualized.
++
 
Annualized.

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




 
20

 

KELLNER MERGER FUND

NOTES TO FINANCIAL STATEMENTS at June 30, 2015 (Unaudited)

NOTE 1 – ORGANIZATION
 
The Kellner Merger Fund (the “Fund”) is a non-diversified series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, 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 achieve positive risk-adjusted returns with less volatility than in the equity markets.  The Fund commenced operations on June 29, 2012.  The Fund offers Class A and Institutional Class shares.  Class A shares are subject to a maximum sales load of 5.75%.  The sales load charged decreases depending on the amount invested.
 
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 the Fund’s return filed for open tax years 2013-2014, or 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.
     
 
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 the basis of identified cost.  Interest income is recorded on an accrual basis.  Dividend income and distributions to shareholders are recorded on the ex-dividend date.  Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

 

 

 
21

 

KELLNER MERGER FUND

NOTES TO FINANCIAL STATEMENTS at June 30, 2015 (Unaudited), Continued

   
The Fund distributes substantially all net investment income, if any, and net realized capital 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 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.
     
   
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 shares 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 and the Kellner Event Fund are charged for those expenses that are directly attributable to a Fund, such as investment advisory, custody and transfer agent fees.  Expenses that are not attributable to a Fund are typically allocated among the Funds in proportion to their respective net assets.
     
 
D.
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.
     
 
E.
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.
     
 
F.
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 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.
     
 
G.
Foreign Securities: Foreign economies may differ from the U.S. economy and individual foreign companies may differ from domestic companies in the same industry.
     
   
Foreign companies or entities are frequently not subject to accounting and financial reporting standards applicable to domestic companies, and there

 

 

 
22

 

KELLNER MERGER FUND

NOTES TO FINANCIAL STATEMENTS at June 30, 2015 (Unaudited), Continued

   
may be less information available about foreign issuers.  Securities of foreign issuers are generally less liquid and more volatile than those of comparable domestic issuers.  There is frequently less government regulation of broker-dealers and issuers than in the United States.  In addition, investments in foreign countries are subject to the possibility of expropriation, confiscatory taxation, political or social instability or diplomatic developments that could adversely affect the value of those investments.
     
 
H.
Leverage and Short Sales: The Fund may use leverage in connection with its investment activities and may affect short sales of securities.  Leverage can increase the investment returns of the Fund if the securities purchased increase in value in an amount exceeding the cost of the borrowing.  However, if the securities decrease in value, the Fund will suffer a greater loss than would have resulted without the use of leverage.
     
   
A short sale is the sale by the Fund of a security which it does not own in anticipation of purchasing the same security in the future at a lower price to close the short position.  A short sale will be successful if the price of the shorted security decreases. However, if the underlying security goes up in price during the period in which the short position is outstanding, the Fund will realize a loss. The risk on a short sale is unlimited because the Fund must buy the shorted security at the higher price to complete the transaction. Therefore, short sales may be subject to greater risks than investments in long positions.  With a long position, the maximum sustainable loss is limited to the amount paid for the security plus the transaction costs, whereas there is no maximum attainable price of the shorted security.  The Fund would also incur increased transaction costs associated with selling securities short. In addition, if the Fund sells securities short, it must maintain a segregated account with its custodian containing cash or high-grade securities equal to (i) the greater of the current market value of the securities sold short or the market value of such securities at the time they were sold short, less (ii) any collateral deposited with the Fund’s broker (not including the proceeds from the short sales). The Fund may be required to add to the segregated account as the market price of a shorted security increases. As a result of maintaining and adding to its segregated account, the Fund may maintain higher levels of cash or liquid assets (for example, U.S. Treasury bills, repurchase agreements, high quality commercial paper and long equity positions) for collateral needs thus reducing its overall managed assets available for trading purposes.  In lieu of maintaining cash or high-grade securities in a segregated account to cover the Fund’s short sale obligations, the Fund may earmark cash or high-grade securities on the Fund’s records or hold offsetting positions.
     
 
I.
Derivatives: The Fund has adopted the financial accounting reporting rules as required by the Derivatives and Hedging Topic of the FASB Accounting Standards Codification. The Fund is required to include enhanced disclosure

 

 

 
23

 

KELLNER MERGER FUND

NOTES TO FINANCIAL STATEMENTS at June 30, 2015 (Unaudited), Continued

   
that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position.
     
   
The Fund may utilize options for hedging purposes as well as direct investment. Some options strategies, including buying puts, tend to hedge the Fund’s investments against price fluctuations. Other strategies, such as writing puts and calls and buying calls, tend to increase market exposure. Options contracts may be combined with each other in order to adjust the risk and return characteristics of the Fund’s overall strategy in a manner deemed appropriate to the Advisor and consistent with the Fund’s investment objective and policies.
     
   
When a call or put option is written, an amount equal to the premium received is recorded as a liability. The liability is marked-to-market daily to reflect the current fair value of the written option. When a written option expires, a gain is realized in the amount of the premium originally received. If a closing purchase contract is entered into, a gain or loss is realized in the amount of the original premium less the cost of the closing transaction. If a written call option is exercised, a gain or loss is realized from the sale of the underlying security, and the proceeds from such sale are increased by the premium originally received. If a written put option is exercised, the amount of the premium originally received reduces the cost of the security which is purchased upon the exercise of the option.
     
   
With options, there is minimal counterparty credit risk to the Fund since the options are covered or secured, which means that the Fund will own the underlying security or, to the extent they do not hold the security, will either earmark securities or maintain a segregated account with the Fund’s custodian consisting of high quality liquid securities equal to the market value of the option, marked to market daily.
     
   
Options purchased are recorded as investments and marked-to-market daily to reflect the current fair value of the option contract. If an option purchased expires, a loss is realized in the amount of the cost of the option contract. If a closing transaction is entered into, a gain or loss is realized to the extent that the proceeds from the sale are greater or less than the cost of the option. If a purchase put option is exercised, a gain or loss is realized from the sale of the underlying security by adjusting the proceeds from such sale by the amount of the premium originally paid. If a purchased call option is exercised, the cost of the security purchased upon exercise is increased by the premium originally paid.
     
   
The Fund may enter into total return swap agreements.  A total return swap entered into by the Fund is a derivative contract that transfers the market risk of underlying assets.  The notional amount of each total return swap

 

 

 
24

 

KELLNER MERGER FUND

NOTES TO FINANCIAL STATEMENTS at June 30, 2015 (Unaudited), Continued

   
agreement is the agreed upon amount or value of the index used for calculating the returns that the parties to a swap agreement have agreed to exchange.  The total return swaps are marked to market daily and any change is recorded in unrealized gain/loss on the statement of operations.  Gains or losses will be realized when the total return swap contracts are liquidated and will be presented as net realized gain or loss on swap contracts on the statement of operations.
     
   
The Fund invests in total return swaps to obtain exposure to the underlying referenced instrument, obtain leverage or attain the returns from ownership without actually owning the underlying position. Total return swaps are two-party contracts that generally obligate one party to pay the positive return and the other party to pay the negative return on a specified reference security, security index or index component during the period of the swap. Total return swap contracts are marked to market daily based on the value of the underlying reference entity and the change, if any, is recorded as an unrealized gain or loss. Total return swaps normally do not involve the delivery of securities or other underlying assets.  If the counterparty to a total return swap defaults, the Fund’s risk of loss consists of the net amount of payments that the Fund is contractually entitled to receive, if any. Total return swaps are derivatives and their value can be volatile. To the extent that the Advisor does not accurately analyze and predict future market trends, the values of assets or economic factors, the Fund may suffer a loss, which may exceed the related amounts shown in the statement of assets and liabilities. Total return swap contracts outstanding at period end are listed after the Fund’s schedule of investments.
     
   
As of June 30, 2015, the location of derivatives in the statement of assets and liabilities and the value of the derivative instruments categorized by risk exposure is as follows:
 
 
Derivative Type
Statement of Assets and Liabilities Location
Value
 
Equity Contract
Options written, at value
$219,895
 
Equity Contract
Net depreciation on swap contracts
    (60,355)
 
   
The effect of derivative instruments on the statement of operations for the six months ended June 30, 2015 is as follows:

 

 

 
25

 

KELLNER MERGER FUND

NOTES TO FINANCIAL STATEMENTS at June 30, 2015 (Unaudited), Continued

   
Location of  Gain/(Loss)
 
 
Derivative Type
on Derivatives Recognized in Income
Value
 
Equity Contract
Realized loss on purchased options
$     (76,824)
 
Equity Contract
Realized gain on written options
        76,125
 
Equity Contract
Realized gain on swap contracts
  1,713,798
 
Equity Contract
Change in unrealized appreciation
 
   
  on purchased options
       (15,799)
 
Equity Contract
Change in unrealized appreciation
 
   
  on written options
     (113,645)
 
Equity Contract
Change in unrealized appreciation
 
   
  on swap contracts
      (854,863)
 
   
The average monthly market values of purchased and written options during the six months ended June 30, 2015 for the Fund was $62,541 and $92,829, respectively.  The average monthly notional value of long and short total return swaps was $21,589,602 and $600,155, respectively.
     
   
Transactions in written options contracts for the six months ended June 30, 2015, are as follows:

     
Contracts
   
Premiums Received
 
 
Beginning Balance
    326     $ 41,878  
 
Options written
    355       197,623  
 
Options closed
    (123 )     (52,755 )
 
Options expired
    (326 )     (41,878 )
 
Outstanding at June 30, 2015
    232     $ 144,868  
 
   
The Fund has adopted financial reporting rules regarding offsetting assets and liabilities and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position.
     
   
The table below shows the offsetting assets and liabilities relating to the written options and swap contracts shown on the statement of assets and liabilities.

 

 

 
26

 

KELLNER MERGER FUND

NOTES TO FINANCIAL STATEMENTS at June 30, 2015 (Unaudited), Continued

         
Gross
   
Net
   
Gross Amounts not
       
   
Gross
   
Amounts
   
Amounts
   
Offset in the Statement
       
   
Amounts
   
Offset
   
Presented
   
of Assets & Liabilities
       
   
of
   
in the
   
in the
                   
   
Recognized
   
Statement
   
Statement
         
Collateral
       
   
Assets or
   
of Assets &
   
of Assets &
   
Financial
   
Pledged
   
Net
 
   
Liabilities
   
Liabilities
   
Liabilities
   
Instruments
   
(Received)
   
Amount
 
Assets:
                                   
Description
                                   
None
  $     $     $     $     $     $  
    $     $     $     $     $     $  
                                                 
Liabilities:
                                               
Description
                                               
Written
                                               
  Options
  $ 219,895     $     $ 219,895     $     $ 219,895     $  
Swap
                                               
  Contracts
    60,355             60,355                   60,355  
    $ 280,250     $     $ 280,250     $     $ 219,895     $ 60,355  
 
 
J.
Events Subsequent to the Fiscal Period End:  In preparing the financial statements as of June 30, 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 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.

 

 

 
27

 

KELLNER MERGER FUND

NOTES TO FINANCIAL STATEMENTS at June 30, 2015 (Unaudited), Continued

 
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, 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.
 
Options: Exchange-traded options are valued at the composite price, using the National Best Bid and Offer quotes. Specifically, composite pricing looks at the last trades on the exchanges where the options are traded.  If there are no trades for the option on a given business day, composite option pricing calculates the mean of the highest bid price and the lowest ask price across the exchanges where the option is traded.  Exchange-traded options that are actively traded are categorized in level 1 of the fair value hierarchy.  Options that are valued at the mean of the highest bid price and lowest asked price are categorized in level 2.
 
Total Return Swaps: Prices of swap contracts are provided by a pricing service approved by the Board of Trustees (“Board”) and are generally classified in level 2.
 
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 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,
 

 

 

 
28

 

KELLNER MERGER FUND

NOTES TO FINANCIAL STATEMENTS at June 30, 2015 (Unaudited), Continued

the Fund’s administrator.  The function of the Valuation Committee is to value securities where current and reliable market quotations are not readily available or the closing price does not represent fair value by following procedures approved by the Board.  These procedures consider many factors, including the type of security, size of holding, trading volume and news events.  All actions taken by the Valuation Committee are subsequently reviewed and ratified by the Board.
 
Depending on the relative significance of the valuation inputs, fair 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 fair valuation hierarchy of the Fund’s securities as of June 30, 2015:
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
                       
Common Stocks
                       
  Administrative Support
  $ 3,937,292     $     $     $ 3,937,292  
  Finance and Insurance
    14,511,398                   14,511,398  
  Information
    10,724,691                   10,724,691  
  Manufacturing
    12,445,558                   12,445,558  
  Professional, Scientific and
                               
    Technical Services
    605,677                   605,677  
  Retail Trade
    15,103,599                   15,103,599  
  Transportation and Warehousing
    1,936,774                   1,936,774  
  Utilities
    721,992                   721,992  
  Wholesale Trade
    4,598,550                   4,598,550  
Total Common Stocks
    64,585,531                   64,585,531  
REITS
    6,328,730                   6,328,730  
Rights
    91                   91  
Money Market Funds
    3,095,831                   3,095,831  
Total Investments in Securities
  $ 74,010,183     $     $     $ 74,010,183  
Liabilities:
                               
Securities Sold Short
  $ 30,586,823     $     $     $ 30,586,823  
Written Option Contracts
  $     $ 219,895     $     $ 219,895  
Swap Contracts*
  $     $ 60,355     $     $ 60,355  
 
* Swap contracts are valued at the net unrealized appreciation/(depreciation) on the instrument.
 
Refer to the Fund’s schedule of investments for a detailed break-out of common stocks by industry classification.  Transfers between levels are recognized at June 30, 2015, the end of the reporting period.  During the six months ended June 30, 2015, the Fund recognized no significant transfers to/from level 1 or level 2. There were no level 3 securities held in the Fund during the six months ended June 30, 2015.
 

 

 


 
29

 

KELLNER MERGER FUND

NOTES TO FINANCIAL STATEMENTS at June 30, 2015 (Unaudited), Continued

NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
 
For the six months ended June 30, 2015, Kellner Management, L.P. (the “Advisor”) provided the Fund with investment management services under an investment advisory agreement.  The Advisor furnished all investment advice, office space, facilities, and provides most of the personnel needed by the Fund.  As compensation for its services, the Advisor is entitled to a fee, computed daily and payable monthly.  The Fund pays fees calculated at an annual rate of 1.25% based upon the average daily net assets of the Fund. For the six months ended June 30, 2015, the Fund incurred $413,232 in advisory fees.
 
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 aggregate annual operating expenses to 1.75% and 1.50% of average daily net assets for Class A shares and Institutional Class shares, respectively.
 
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 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 the Fund’s expenses. The Advisor is permitted to be reimbursed 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 six months ended June 30, 2015, the Advisor reduced its fees in the amount of $53,413; no amounts were reimbursed to the Advisor.  Cumulative expenses subject to recapture pursuant to the aforementioned conditions expire as follows:

 
Date
 
Amount
   
 
4/30/16
  $ 184,895    
 
12/31/16
    157,035    
 
12/31/17
    169,027    
 
6/30/18
    53,413    
      $ 564,370    
 
U.S. Bancorp Fund Services, LLC (the “Administrator” or the “Transfer Agent”) 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.
 

 

 

 
30

 

KELLNER MERGER FUND

NOTES TO FINANCIAL STATEMENTS at June 30, 2015 (Unaudited), Continued

U.S. Bancorp Fund Services, LLC (“USBFS”) 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 employees of the Administrator.
 
For the six months ended June 30, 2015, the Fund incurred the following expenses for administration, fund accounting, transfer agency, custody, and Chief Compliance Officer fees:
 
 
Administration and Fund Accounting
$51,116
 
 
Transfer agency (a)
18,526
 
 
Custody
4,643
 
 
Chief Compliance Officer
4,461
 
 
(a) Does not include out-of-pocket expenses.
   
 
At June 30, 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
$24,532
 
 
Transfer agency (a)
8,910
 
 
Chief Compliance Officer
2,211
 
 
Custody
377
 
 
(a) Does not include out-of-pocket expenses.
   
 
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 for distribution and related expenses at an annual rate of up to 0.25% of the average daily net assets of the Fund’s Class A shares. The expenses covered by the Plan may include the cost in connection with the promotion and distribution of shares and the provision of personal services to shareholders, including, but not necessarily limited to, advertising, compensation to underwriters, dealers and selling personnel, the printing and mailing of prospectuses to other than current Fund shareholders, and the printing and mailing of sales literature. Payments made pursuant to the Plan will represent compensation for distribution and service activities, not reimbursements for specific expenses incurred. For the six months ended June 30, 2015, the Fund incurred distribution expenses of $1,721 for the Class A shares pursuant to the Plan.
 

 

 

 
31

 

KELLNER MERGER FUND

NOTES TO FINANCIAL STATEMENTS at June 30, 2015 (Unaudited), Continued

NOTE 6 – SECURITIES TRANSACTIONS
 
For the six months ended June 30, 2015, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were $125,134,703 and $63,433,236, respectively.
 
NOTE 7 – LINE OF CREDIT
 
The Fund has a credit line in the amount of $6,000,000.  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 June 30, 2015, the Fund did not draw upon the line of credit.
 
NOTE 8 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
 
The tax character of distributions paid during the six months ended June 30, 2015 and the year ended December 31, 2014 was as follows:

   
June 30, 2015
December 31, 2014
 
Ordinary Income
$—
$422,367
 
Long-Term Capital Gains
  —
  174,061

Ordinary income distributions may include dividends paid from short-term capital gains.
 
As of December 31, 2014, the Fund’s most recent fiscal year end, the components of accumulated earnings/(losses) on a tax basis were as follows:
 
 
Cost of investments (a)
  $ 59,983,676  
 
Gross unrealized appreciation
    3,925,118  
 
Gross unrealized depreciation
    (1,590,389 )
 
Net unrealized appreciation
    2,334,729  
 
Net unrealized depreciation on short sales
       
 
  and written options
    (1,565,148 )
 
Undistributed ordinary income
    193,260  
 
Undistributed long-term capital gain
     
 
Total distributable earnings
    193,260  
 
Other accumulated gains/(losses)
    (211,186 )
 
Total accumulated earnings/(losses)
  $ 751,655  
 
 
(a)
The difference between the book basis and tax basis net unrealized appreciation and cost is attributable primarily to the tax deferral of losses on wash sale adjustments.

 

 

 
32

 

KELLNER MERGER FUND

NOTES TO FINANCIAL STATEMENTS at June 30, 2015 (Unaudited), Continued

At December 31, 2014, the Fund deferred, on a tax basis, post-October losses of $211,186.
 
NOTE 9 – SUBSEQUENT EVENT – CLASS REDESIGNATION
 
Effective July 27, 2015, the Fund’s Class A shares were redesignated as Investor Class shares.  Effective with the redesignation, all sales charges imposed on the former Class A shares were eliminated on the Investor Class shares.  All other fees, expenses and investment minimums for the Investor Class shares remained the same as the former Class A shares.
 






 
33

 

KELLNER MERGER FUND

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 855-KELLNER (855-535-5637) 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.
 



NOTICE TO SHAREHOLDERS at June 30, 2015 (Unaudited)

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 855-KELLNER (855-535-5637) 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 855-KELLNER (855-535-5637).  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 855-KELLNER (855-535-5637).
 






 
34

 

KELLNER MERGER 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.
 






 
 

 

Investment Advisor
Kellner Management, L.P.
900 Third Avenue, Suite 1401
New York, New York 10022

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

Custodian
U.S. Bank National Association
Custody Operations
1555 North River Center Drive, Suite 302
Milwaukee, Wisconsin 53212

Transfer Agent
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202

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



 
 

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 855-535-5637.




KL-SEMI
 
 
 

 
 



Kellner Funds logo





 

 


Kellner Event Fund





Semi-Annual Report
June 30, 2015
 
 
 
 
 
 
 
 
 
 
 

 
 

 

Kellner Event Fund
Sector Allocation of Portfolio Assets at June 30, 2015 (Unaudited)
 
 
 
Percentages represent market value as a percentage of total investments.
 
 
 
 

 
 
Expense Example at June 30, 2015 (Unaudited)


As a shareholder of a mutual fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, 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 (1/1/15 – 6/30/15).

Actual Expenses
The first set of lines of the table below provides information about actual account values and actual expenses, with actual net expenses being limited to 1.99% and 1.74% per the operating expenses limitation agreement for the Kellner Event Fund Class A and Institutional Class, respectively. Although the Fund charges no transaction fees, 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. To the extent the Fund invests in shares of other investment companies as part of its investment strategy, you will indirectly bear your proportionate share of any fees and expenses charged by the underlying funds in which the Fund invests in addition to the expenses of the Fund. The example below includes, but is not limited to, management fees, 12b-1 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 set of lines 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 transactional costs, such as sales charges (loads), 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 transactional costs were included, your costs would have been higher.
EXPENSE EXAMPLE
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period(1)
 
1/1/15
6/30/15
1/1/15– 6/30/15
Actual (2)
     
Class A
$1,000.00
$1,012.00
$12.57
Institutional Class
$1,000.00 $1,011.00 $11.52
       
Hypothetical (5% return
     
  before expenses) (3)
     
Class A
$1,000.00
$1,012.30
$11.52
Institutional Class
$1,000.00 $1,013.34 $11.53
 
(1)
Expenses are equal to the Class A and Institutional Class annualized expense ratios of 2.52% and 2.31%, respectively, multiplied by the average account value over the period, multiplied by 181 (days in the most recent fiscal half-year)/365 days to reflect the one-half year expense.
(2)
Excluding interest expense and dividends on short positions, your actual expenses would be $9.93 and $8.68 for Class A and Institutional Class, respectively.
(3)
Excluding interest expense and dividends on short positions, your hypothetical expenses would be $9.94 and $8.70 for Class A and Institutional Class, respectively.
 
 
 

 
Kellner Event Fund
   
Schedule of Investments
   
at June 30, 2015 (Unaudited)
   
 
Shares
     
Value
 
   
COMMON STOCKS - 64.8%
     
   
Administrative and Support Services - 2.6%
     
  2,100  
Baker Hughes, Inc.
  $ 129,570  
  12,000  
Orbitz Worldwide, Inc. (a)
    137,040  
            266,610  
     
Broadcasting (except Internet) - 10.7%
       
  2,000  
DIRECTV (a)
    185,580  
  56,000  
Sirius XM Holdings, Inc. (a)(c)
    208,880  
  35,010  
Spanish Broadcasting System, Inc. - Class A (a)
    236,318  
  2,600  
Time Warner Cable, Inc. (f)
    463,241  
            1,094,019  
     
Chemical Manufacturing - 2.2%
       
  1  
AbbVie, Inc.
    38  
  600  
KYTHERA Biopharmaceuticals, Inc. (a)
    45,186  
  400  
Mylan NV (a)(b)
    27,144  
  800  
Perrigo Co. plc (b)
    147,864  
            220,232  
     
Clothing and Clothing Accessories Stores - 3.0%
       
  6,400  
ANN, Inc. (a)
    309,056  
               
     
Computer and Electronic Product Manufacturing - 7.2%
       
  23,400  
Alcatel-Lucent - ADR (a)
    84,708  
  2,400  
Altera Corp.
    122,880  
  6,700  
Broadcom Corp. - Class A
    344,982  
  3,000  
Freescale Semiconductor Ltd. (a)(b)
    119,910  
  4,000  
Micrel, Inc.
    55,600  
            728,080  
     
Credit Intermediation and Related Activities - 9.4%
       
  3,200  
City National Corp.
    289,248  
  29,000  
Hudson City Bancorp, Inc. (c)
    286,520  
  19,400  
Susquehanna Bancshares, Inc.
    273,928  
  41,660  
WMIH Corp. (a)
    108,733  
            958,429  
     
Electrical Equipment, Appliance, and Component Manufacturing - 0.6%
       
  11,400  
Graftech International Ltd. (a)
    56,544  
               
     
General Merchandise Stores - 6.3%
       
  8,000  
Family Dollar Stores, Inc. (c)
    630,480  
               
     
Insurance Carriers and Related Activities - 1.6%
       
  400  
Cigna Corp.
    64,800  
  1,200  
HCC Insurance Holdings, Inc.
    92,208  
  1,660  
Syncora Holdings Ltd. (a)(b)
    1,494  
            158,502  
     
Lessors of Real Estate - 1.9%
       
  10,000  
Community Healthcare Trust, Inc. (a)
    192,500  
               
     
Machinery Manufacturing - 1.7%
       
  2,000  
Dresser-Rand Group, Inc. (a)
    170,360  
               
     
Merchant Wholesalers, Nondurable Goods - 3.3%
       
  2,400  
Sigma-Aldrich Corp. (c)
    334,440  
               
     
Mining (except Oil and Gas) - 1.3%
       
  10,375  
Alpha Natural Resources, Inc. (a)
    3,132  
  7,779  
SunCoke Energy Partners, L.P.
    133,021  
            136,153  
 
 
 

 
     
Miscellaneous Store Retailers - 1.1%
       
  12,800  
Office Depot, Inc. (a)
    110,848  
               
     
Paper Manufacturing - 3.1%
       
  6,700  
MeadWestvaco Corp.
    316,173  
               
     
Pipeline Transportation - 0.7%
       
  1,200  
The Williams Companies, Inc.
    68,868  
               
     
Primary Metal Manufacturing - 0.8%
       
  2,700  
RTI International Metals, Inc. (a)
    85,104  
               
     
Professional, Scientific, and Technical Services - 1.8%
       
  1,000  
Advent Software, Inc.
    44,210  
  3,600  
Yahoo!, Inc. (a)
    141,444  
            185,654  
     
Publishing Industries (except Internet) - 3.7%
       
  1,600  
Dealertrack Technologies, Inc. (a)
    100,464  
  5,600  
Informatica Corp. (a)
    271,432  
            371,896  
     
Telecommunications - 0.6%
       
  29,005  
Globalstar, Inc. (a)
    61,201  
               
     
Truck Transportation - 0.6%
       
  4,000  
Quality Distribution, Inc. (a)
    61,840  
               
     
Utilities - 0.6%
       
  2,200  
Pepco Holdings, Inc. (c)
    59,268  
     
TOTAL COMMON STOCKS (Cost $6,501,532)
    6,576,257  
               
     
REITS - 5.0%
       
     
Funds, Trusts, and Other Financial Vehicles - 1.1%
       
  4,000  
Associated Estates Realty Corp.
    114,520  
               
     
Real Estate - 3.9%
       
  5,000  
CBL & Associates Properties, Inc.
    81,000  
  4,300  
Home Properties, Inc.
    314,115  
            395,115  
     
TOTAL REITS (Cost $520,026)
    509,635  
               
     
PREFERRED STOCKS - 2.9%
       
     
Real Estate - 2.4%
       
  10,000  
American Realty Capital Properties, Inc.
    240,100  
               
     
Telecommunications - 0.5%
       
  2,050  
United States Cellular Corp.
    51,537  
     
TOTAL PREFERRED STOCKS (Cost $270,988)
    291,637  
               
     
CLOSED-END FUNDS - 4.3%
       
  18,870  
KCAP Financial, Inc.
    112,843  
  30,026  
Nuveen Floating Rate Income Opportunity Fund
    323,980  
     
TOTAL CLOSED-END FUNDS (Cost $443,511)
    436,823  
 
 
 

 
 
Principal Amount
           
     
CONVERTIBLE BONDS - 1.5%
       
     
Alaska Communications Systems Group, Inc.
       
$ 130,000  
6.25%, 5/1/2018
    130,244  
     
Goodrich Petroleum Corp.
       
  41,500  
5.00%, 10/1/2032 (g)
    20,958  
     
TOTAL CONVERTIBLE BONDS (Cost $143,799)
    151,202  
               
     
CORPORATE BONDS - 0.6%
       
     
Arch Coal, Inc.
       
  213,814  
9.875%, 6/15/2019
    37,417  
     
Verso Paper Holdings, LLC
       
  45,000  
11.75%, 1/15/2019
    26,100  
     
TOTAL CORPORATE BONDS (Cost $106,781)
    63,517  
               
     
MUNICIPAL BONDS - 4.3%
       
     
Commonwealth of Puerto Rico, Public Improvement Refunding Bonds, Series 2012 A, General Obligation
       
  250,000  
4.00%, 7/1/2020 (g)
    167,654  
     
Puerto Rico Sales Tax Financing Corp., Sales Tax Revenue Bonds, First Subordinate Series 2009A
       
  150,000  
5.50%, 8/1/2021 (g)
    91,955  
  150,000  
5.50%, 8/1/2022 (g)
    89,691  
            181,646  
     
Puerto Rico Sales Tax Financing Corp., Sales Tax Revenue Bonds, Senior Series 2011C
       
  145,000  
5.00%, 8/1/2040 (g)
    88,823  
     
TOTAL MUNICIPAL BONDS (Cost $480,753)
    438,123  
               
Shares
           
     
MONEY MARKET FUNDS - 8.8%
       
  891,877  
Fidelity Institutional Money Market Portfolio - Class I, 0.07% (d)(e)
    891,877  
     
TOTAL MONEY MARKET FUNDS (Cost $891,877)
    891,877  
               
     
Total Investments in Securities (Cost $9,359,267) - 92.2%
    9,359,071  
     
Other Assets in Excess of Liabilities - 7.8%
    789,402  
     
NET ASSETS - 100.0%
  $ 10,148,473  
               
(a)
 
Non-income producing security.
       
(b)
 
Foreign issued security.
       
(c)
 
All or a portion of the security has been segregated for open short positions.
       
(d)
 
Rate shown is the 7-day annualized yield as of June 30, 2015.
       
(e)
 
All or a portion of the shares have been committed as collateral for total return swaps.
       
(f)
 
All or a portion of the security is pledged as collateral for written options.
       
(g)
 
Security is considered illiquid. As of June 30, 2015, the value of these investments was $459,081 or 4.5% of net assets.
 
ADR
 
American Depository Receipt
       
REIT
 
Real Estate Investment Trust
       
 
 
 
 

 
 
Kellner Event Fund
Schedule of Securities Sold Short
at June 30, 2015 (Unaudited)
 
Shares
     
Value
 
     
COMMON STOCKS - 21.5%
       
     
Broadcasting (except Internet) - 1.3%
       
  400  
Charter Communications, Inc. - Class A (a)
  $ 68,500  
  1,010  
Comcast Corp. - Class A
    60,741  
            129,241  
     
Clothing and Clothing Accessories Stores - 0.7%
       
  4,352  
Ascena Retail Group, Inc. (a)
    72,483  
               
     
Computer and Electronic Product Manufacturing - 3.6%
       
  1,331  
Avago Technologies Ltd.
    176,930  
  12,870  
Nokia OYJ - ADR
    88,159  
  1,056  
NXP Semiconductors NV (a)(b)
    103,699  
            368,788  
     
Credit Intermediation and Related Activities - 6.6%
       
  4,908  
BB&T Corp.
    197,841  
  830  
Canadian Western Bank (a)(b)
    19,119  
  2,437  
M&T Bank Corp.
    304,454  
  2,397  
Royal Bank of Canada (b)
    146,577  
            667,991  
     
General Merchandise Stores - 1.6%
       
  1,988  
Dollar Tree, Inc. (a)
    157,032  
               
     
Miscellaneous Store Retailers - 0.4%
       
  2,802  
Staples, Inc.
    42,899  
               
     
Paper Manufacturing - 3.1%
       
  5,210  
Rock-Tenn Co. - Class A
    313,642  
               
     
Primary Metal Manufacturing - 0.8%
       
  7,645  
Alcoa, Inc.
    85,242  
               
     
Securities, Commodity Contracts, and Other Financial Investments and Related Activities - 1.1%
       
  1,386  
Alibaba Group Holding Ltd. - ADR (a)
    114,026  
               
     
Support Activities for Mining - 1.0%
       
  2,352  
Halliburton Co.
    101,301  
               
     
Telecommunications - 1.3%
       
  3,600  
AT&T, Inc.
    127,872  
     
TOTAL COMMON STOCKS (Proceeds $2,227,733)
    2,180,517  
               
Principal Amount
           
     
CORPORATE BONDS - 0.9%
       
     
Vallourec SA (b)
       
$ 100,000  
2.25%, 9/30/2024
    95,991  
     
TOTAL CORPORATE BONDS (Proceeds $113,960)
    95,991  
               
Shares
           
     
CLOSED-END FUNDS - 0.6%
       
  7,075  
Medallion Financial Corp.
    59,076  
     
TOTAL CLOSED-END FUNDS (Proceeds $71,488)
    59,076  
     
Total Securities Sold Short (Proceeds $2,413,181)
  $ 2,335,584  
               
(a)
 
Non-income producing security.
       
(b)
 
Foreign issued security.
       
ADR
 
American Depository Receipt
       
 
 
 

 
 
Kellner Event Fund
           
Schedule of Options Written
       
at June 30, 2015 (Unaudited)
       
 
Contracts
     
Value
 
     
CALL OPTIONS - 0.1%
       
 
11  
Time Warner Cable, Inc.
       
     
Expiration: October 2015, Exercise Price: $170.00
  $ 12,485  
     
TOTAL CALL OPTIONS WRITTEN (Proceeds $8,236)
  $ 12,485  
               
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
Kellner Event Fund
           
Schedule of Swap Contracts
           
at June 30, 2015 (Unaudited)
           
 
Security
Total Return Received/Paid
Termination
Date
Shares
 
Notional
Amount
   
Net Unrealized
Appreciation/(Depreciation)*
 
Counterparty
LONG TOTAL RETURN SWAP CONTRACTS
                 
BG Group plc
Total return of security
7/2/2025
6,400   $ 108,051     $ (1,508 )
Goldman Sachs & Co.
Catamaran Corp.
Total return of security
7/3/2025
5,600     342,076       (28 )
Goldman Sachs & Co.
Hospira, Inc.
Total return of security
7/3/2025
3,500     310,415       70  
Goldman Sachs & Co.
Omnicare, Inc.
Total return of security
7/3/2025
1,600     150,672       128  
Goldman Sachs & Co.
Pall Corp.
Total return of security
7/3/2025
2,400     298,800       (120 )
Goldman Sachs & Co.
Polypore International, Inc.
Total return of security
7/3/2025
5,600     335,608       (280 )
Goldman Sachs & Co.
                         
SHORT TOTAL RETURN SWAP CONTRACTS
                   
Royal Dutch Shell plc - Class B
Total return of security
7/2/2025
(2,850)     (82,441 )     1,523  
Goldman Sachs & Co.
                  $ (215 )  
                         
* Based on the net swap contract value held at the counterparty, net unrealized depreciation is a liability on the statement of assets and liabilities.
 
 
 
 
 
 
 
 
 
 
 
 

 
 
Kellner Event Fund
STATEMENT OF ASSETS AND LIABILITIES
at June 30, 2015 (Unaudited)
 
ASSETS
   
 
Investments in securities, at value
   
   
(identified cost $9,359,267)
$
9,359,071
 
Foreign currency
 
123,675
 
Deposit at broker
 
3,110,443
 
Receivables
   
   
Securities sold
 
398,135
   
Dividends and interest
 
26,577
   
Dividend tax reclaim
 
166
   
Due from Advisor (Note 4)
 
2,361
 
Prepaid expenses
 
16,347
   
Total assets
 
13,036,775
               
LIABILITIES
   
 
Options written, at value (proceeds $8,236)
 
12,485
 
Securities sold short (proceeds $2,413,181)
 
2,335,584
 
Payables
   
   
Securities purchased
 
481,655
   
Dividends on short positions
 
1,601
   
Swap contracts
 
215
   
Interest
 
1,907
   
Administration and fund accounting fees
 
24,662
   
Transfer agent fees and expenses
 
11,216
   
Audit fees
 
10,563
   
Chief Compliance Officer fee
 
2,257
   
Custody fees
 
2,457
   
Legal fees
 
2,946
   
12b-1 distribution fees
 
2
   
Reports to shareholders
 
752
   
Total liabilities
 
2,888,302
NET ASSETS
$
10,148,473
               
CALCULATION OF NET ASSET VALUE PER SHARE
   
 
Class A Shares
   
 
Net assets applicable to shares outstanding
$
2,029
 
Shares issued and outstanding [unlimited number of shares
   
 
(par value $0.01) authorized]
 
200
 
Net asset value and redemption price per share
$
10.15
 
Maximum offering price per share (Net asset value per share divided by 94.25%)
$
10.77
               
 
Institutional Class Shares
   
 
Net assets applicable to shares outstanding
$
10,146,444
 
Shares issued and outstanding [unlimited number of shares
   
 
(par value $0.01) authorized]
 
1,001,201
 
Net asset value, offering and redemption price per share
$
10.13
               
COMPONENTS OF NET ASSETS
   
 
Paid-in capital
   
$
9,997,977
 
Undistributed net investment loss
 
(41,718)
 
Accumulated net realized gain on investments, foreign currency, options, securities sold short and swap contracts
 
123,963
 
Net unrealized appreciation/(depreciation) on:
   
   
Investments and foreign currency
 
(4,882)
   
Written option contracts
 
(4,249)
   
Securities sold short
 
77,597
   
Swap contracts
 
(215)
   
Net unrealized appreciation on investments, foreign currency, options, securities sold short and swap contracts
 
68,251
   
Net assets
$
10,148,473
 
The accompanying notes are an integral part of these financial statements.
 
 
 

 
Kellner Event Fund
STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2015 (Unaudited)
 
INVESTMENT INCOME
   
 
Income
   
   
Dividends (net of foreign taxes withheld and issuance fees of $277 and $31, respectively)
$
47,750
   
Interest
 
26,778
   
Total income
 
74,528
               
 
Expenses
   
   
Advisory fees (Note 4)
 
75,622
   
Administration and fund accounting fees (Note 4)
49,154
   
Transfer agent fees and expenses (Note 4)
20,608
   
Audit fees
 
10,562
   
Custody fees (Note 4)
 
4,448
   
Chief Compliance Officer fee (Note 4)
4,443
   
Legal fees
 
4,115
   
Trustee fees
 
4,105
   
Registration fees
 
3,751
   
Miscellaneous
 
1,685
   
Printing and mailing expense
 
602
   
12b-1 distribution fees - Class A (Note 5)
 
2
   
Total expenses before dividends on short positions and interest expense
 
179,097
   
Dividends on short positions
 
27,320
   
Interest expense
 
1,203
   
Total expenses before reimbursement from Advisor
 
207,620
   
Less: advisory fees waived and expenses reimbursed by Advisor (Note 4)
 
(91,374)
   
Net expenses
 
116,246
   
Net investment loss
 
(41,718)
               
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS, FOREIGN CURRENCY, OPTIONS, SECURITIES SOLD SHORT AND SWAP CONTRACTS
 
Net realized gain/(loss) loss on transactions from:
   
   
Investments
 
177,006
   
Foreign currency
 
(345)
   
Purchased options
 
(5,995)
   
Written options
 
1,949
   
Securities sold short
 
(44,954)
   
Swap contracts
 
(3,698)
 
Net change in unrealized appreciation/(depreciation) on:
   
   
Investments and foreign currency
 
(66,226)
   
Written options
 
(4,249)
   
Securities sold short
 
92,859
   
Swap contracts
 
(215)
   
Net realized and unrealized gain on investments, foreign currency, options, securities sold short and swap contracts
 
146,132
Net Increase in Net Assets Resulting from Operations
$
104,414
 
The accompanying notes are an integral part of these financial statements.
 
 
 

 
 
Kellner Event Fund
STATEMENTS OF CHANGES IN NET ASSETS

             
   
Six Months Ended
   
November 28, 2014*
 
   
June 30, 2015
   
through
 
   
(Unaudited)
   
December 31, 2014
 
   
 
   
 
 
NET INCREASE/(DECREASE) IN NET ASSETS FROM:
           
OPERATIONS
           
Net investment loss
  $ (41,718 )   $ (6,023 )
Net realized gain/(loss) on transactions from:
               
  Investments
    177,006       -  
Foreign currency
    (345 )     -  
Purchased options
    (5,995 )     -  
Written options
    1,949       -  
Securities sold short
    (44,954 )     -  
Swap contracts
    (3,698 )     -  
Net change in unrealized appreciation/(depreciation) on:
               
Investments and foreign currency
    (66,226 )     61,344  
Written options
    (4,249 )     -  
Securities sold short
    92,859       (15,262 )
Swap contracts
    (215 )     -  
Net increase in net assets resulting from operations
    104,414       40,059  
                 
CAPITAL SHARE TRANSACTIONS
               
Net increase in net assets derived from net change
               
in outstanding shares (a)
    -       10,004,000  
Total increase in net assets
    104,414       10,044,059  
                 
NET ASSETS
               
Beginning of period
    10,044,059       -  
End of period
  $ 10,148,473     $ 10,044,059  
Includes undistributed net investment loss of
  $ (41,718 )   $ -  
 
(a) A summary of share transactions is as follows:
 
Class A Shares
  Six Months Ended     November 28, 2014*  
    June 30, 2015     through  
    (Unaudited)     December 31, 2014  
   
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
Shares sold
    -     $ -       200     $ 2,000  
Net increase
    -     $ -       200     $ 2,000  
                                 
Institutional Class Shares
                               
      Six Months Ended       November 28, 2014*  
      June 30, 2015       through  
      (Unaudited)       December 31, 2014  
   
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
Shares sold
    -     $ -       1,001,201     $ 10,002,000  
Net increase
    -     $ -       1,001,201     $ 10,002,000  
                                 
                                 
* Commencement of operations.
                               
                                 
 
The accompanying notes are an integral part of these financial statements.
 
 
 

 
 
Kellner Event Fund
STATEMENT OF CASHFLOWS
For the Six Months Ending June 30, 2015 (Unaudited)
 
Increase/(decrease) in cash--
       
         
Cash flows from operating activites:
       
Net increase in net assets from operations
 
$
104,414
 
Adjustments to reconcile net increase/(decrease) in
       
net assets from operations to net cash used in operating activities:
       
         
Purchases of investment securities
   
(11,640,615)
 
Proceeds from sale of investment securities
   
4,405,947
 
Proceeds from short sales
   
4,837,952
 
Closed short sale transactions
   
(1,677,733)
 
Sale of short-term investments, net
   
5,366,899
 
Increase in deposits at broker
   
(2,523,057)
 
Increase in dividends and interest receivable
   
(18,383)
 
Increase in receivable for securities sold
   
(398,135)
 
Decrease in due from Advisor
   
10,265
 
Increase in prepaid expenses and other assets
   
(137,653)
 
Increase in due to broker/custodian
   
1,907
 
Increase in options written
   
12,485
 
Increase in payable for securities purchased
   
462,599
 
Increase in payable for dividends on short positions
   
1,601
 
Increase in payable for swap contracts
   
215
 
Increase in accrued administration fees
   
15,861
 
Increase in 12b-1 distribution fees
   
2
 
Increase in custody fees
   
1,405
 
Increase in transfer agent fees and expenses
   
7,274
 
Increase in other accrued expenses
   
5,527
 
Unrealized appreciation on securities
   
26,633
 
Net realized loss on investments
   
(126,057)
 
Proceeds received through mergers
   
1,260,647
 
Net cash used in operating activies
   
-
 
         
Cash flows from financing activities:
       
Net cash provided by financing activies
   
-
 
         
Net increase in cash
   
-
 
         
Cash:
       
Beginning balance
   
-
 
Ending balance
 
$
-
 
         
         
Supplemental information:
       
Cash paid for interest
 
$
1,203
 
The accompanying notes are an integral part of these financial statements.
 
 
 

 
 
Kellner Event Fund
FINANCIAL HIGHLIGHTS
For a share outstanding throughout the period
 
Class A Shares
           
             
   
Six Months Ended
   
November 28, 2014*
 
   
June 30, 2015
   
through
 
   
(Unaudited)
   
December 31, 2014
 
             
Net asset value, beginning of period
  $ 10.03     $ 10.00  
                 
Income from investment operations:
               
Net investment loss
    (0.03 )     (0.01 )
Net realized and unrealized gain on investments
    0.15       0.04  
Total from investment operations
    0.12       0.03  
                 
Net asset value, end of period
  $ 10.15     $ 10.03  
                 
Total return
    1.20 % +     0.30 % +
                 
Ratios/supplemental data:
               
Net assets, end of period (thousands)
  $ 2     $ 2  
Ratio of expenses to average net assets:
               
Before expense reimbursement
    4.33 % ++     6.20 % ++
After expense reimbursement
    2.52 % ++     1.99 % ++
Ratio of net investment loss to average net assets:
               
Before expense reimbursement
    (2.48 %) ++     (5.51 %) ++
After expense reimbursement
    (0.67 %) ++     (1.30 %) ++
Portfolio turnover rate
    72.69 % +     0.00 % +
                 
* Commencement of operations.
               
+ Not annualized.
               
++ Annualized.
               
                 
The accompanying notes are an integral part of these financial statements.
               
 
 
 

 
 
Kellner Event Fund
FINANCIAL HIGHLIGHTS
For a share outstanding throughout the period
 
Institutional Class Shares
           
             
   
Six Months Ended
   
November 28, 2014*
 
   
June 30, 2015
   
through
 
   
(Unaudited)
   
December 31, 2014
 
             
Net asset value, beginning of period
  $ 10.03     $ 10.00  
                 
Income from investment operations:
               
Net investment loss
    (0.04 )     (0.01 )
Net realized and unrealized gain on investments
    0.14       0.04  
Total from investment operations
    0.10       0.03  
                 
Net asset value, end of period
  $ 10.13     $ 10.03  
                 
Total return
    1.10 % +     0.30 % +
                 
Ratios/supplemental data:
               
Net assets, end of period (thousands)
  $ 10,146     $ 10,042  
Ratio of expenses to average net assets:
               
Before expense reimbursement
    4.12 % ++     5.95 % ++
After expense reimbursement
    2.31 % ++     1.74 % ++
Ratio of net investment loss to average net assets:
               
Before expense reimbursement
    (2.64 %) ++     (5.26 %) ++
After expense reimbursement
    (0.83 %) ++     (1.05 %) ++
Portfolio turnover rate
    72.69 % +     0.00 % +
                 
* Commencement of operations.
               
+ Not annualized.
               
++ Annualized.
               
                 
The accompanying notes are an integral part of these financial statements.
 
 
 

 
 
NOTES TO FINANCIAL STATEMENTS at June 30, 2015 (Unaudited)

NOTE 1 - ORGANIZATION

The Kellner Event Fund (the “Fund”) is a non-diversified series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, 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 achieve positive risk-adjusted returns independent of the returns generated by the overall equity markets. The Fund commenced operations on November 28, 2014. The Fund offers Class A and Institutional Class shares. Class A shares are subject to a maximum sales load of 5.75%. The sales load charged decreases depending on the amount invested.

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 the Fund’s return filed for open tax year 2014, or 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.
 
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 the basis of identified cost. Interest income is recorded on an accrual basis. Discounts and premiums on securities purchased are accreted/amortized over the life of the respective security. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

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

 
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 shares 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 and the Kellner Merger Fund are charged for those expenses that are directly attributable to a Fund, such as investment advisory, custody and transfer agent fees. Expenses that are not attributable to a Fund are typically allocated among the Funds in proportion to their respective net assets.
 
 
 

 
 
D.
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.

E.
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.

F.
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 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.

G.
Foreign Securities: Foreign economies may differ from the U.S. economy and individual foreign companies may differ from domestic companies in the same industry.
 
 
Foreign companies or entities are frequently not subject to accounting and financial reporting standards applicable to domestic companies, and there may be less information available about foreign issuers. Securities of foreign issuers are generally less liquid and more volatile than those of comparable domestic Issuers. There is frequently less government regulation of broker-dealers and issuers than in the United States. In addition, investments in foreign countries are subject to the possibility of expropriation, confiscatory taxation, political or social instability or diplomatic developments that could adversely affect the value of those investments.

H.
Leverage and Short Sales: The Fund may use leverage in connection with its investment activities and may affect short sales of securities. Leverage can increase the investment returns of the Fund if the securities purchased increase in value in an amount exceeding the cost of the borrowing. However, if the securities decrease in value, the Fund will suffer a greater loss than would have resulted without the use of leverage.

 
A short sale is the sale by the Fund of a security which it does not own in anticipation of purchasing thesame security in the future at a lower price to close the short position. A short sale will be successful ifthe price of the shorted security decreases. However, if the underlying security goes up in price during the period in which the short position is outstanding, the Fund will realize a loss. The risk on a short sale is unlimited because the Fund must buy the shorted security at the higher price to complete the transaction. Therefore, short sales may be subject to greater risks than investments in long positions. With a long position, the maximum sustainable loss is limited to the amount paid for the security plus the transaction costs, whereas there is no maximum attainable price of the shorted security. The Fund would also incur increased transaction costs associated with selling securities short. In addition, if the Fund sells securities short, it must maintain a segregated account with its custodian containing cash or high-grade securities equal to (i) the greater of the current market value of the securities sold short or the market value of such securities at the time they were sold short, less (ii) any collateral deposited with the Fund’s broker (not including the proceeds from the short sales). The Fund may be required to add to the segregated account as the market price of a shorted security increases. As a result of maintaining and adding to its segregated account, the Fund may maintain higher levels of cash or liquid assets (for example, U.S. Treasury bills, repurchase agreements, high quality commercial paper and long equity positions) for collateral needs thus reducing its overall managed assets available for trading purposes. In lieu of maintaining cash or high-grade securities in a segregated account to cover the Fund’s short sale obligations, the Fund may earmark cash or high-grade securities on the Fund’s records or hold offsetting positions.
 
 
 

 
 
I.
Derivatives: The Fund has adopted the financial accounting reporting rules as required by the Derivatives and Hedging Topic of the FASB Accounting Standards Codification. The Fund is required to include enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity's results of operations and financial position.
 
 
The Fund may utilize options for hedging purposes as well as direct investment. Some optionsstrategies, including buying puts, tend to hedge the Fund’s investments against price fluctuations. Other strategies,such as writing puts and calls and buying calls, tend to increase market exposure. Options contracts may be combined with each other in order to adjust the risk and return characteristics of the Fund’s overall strategy in a manner deemed appropriate to the Advisor and consistent with the Fund’s investment objective and policies.
 
 
When a call or put option is written, an amount equal to the premium received isrecorded as a liability. The liability is marked-to-market daily to reflect the current fair value of thewritten option. When a written option expires, a gain is realized in the amount of the premiumoriginally received. If a closing purchase contract is entered into, a gain or loss is realized in the amount of the original premium less the cost of the closing transaction. If a written call option is exercised, a gain or loss is realized from the sale of the underlying security, and the proceeds from such sale are increased by the premium originally received. If a written put option is exercised, the amount of the premium originally received reduces the cost of the security which is purchased upon the exercise of the option.
 
 
With options, there is minimal counterparty credit risk to the Fund since the options are covered or secured, which means that the Fund will own the underlying security or, to the extent they do not hold such a portfolio, will either earmark securities or maintain a segregated account with the Fund’s custodian consisting of high quality liquid securities equal to the market value of the option, marked to market daily.
 
 
Options purchased are recorded as investments and marked-to-market daily to reflect the current fairvalue of the option contract. If an option purchased expires, a loss is realized in the amount of the cost ofthe option contract. If a closing transaction is entered into, a gain or loss is realized to the extent that the proceeds from the sale are greater or less than the cost of the option. If a purchase put option is exercised, a gain or loss is realized from the sale of the underlying security by adjusting the proceeds from such sale by the amount of the premium originally paid. If a purchased call option is exercised, the cost of the security purchased upon exercise is increased by the premium originally paid.
 
 
The Fund may enter into total return swap agreements. A total return swap entered into by the Fund is a derivative contract that transfers the market risk of underlying assets. The notional amount of each total return swap agreement is the agreed upon amount or value of the index used for calculating the returns that the parties to a swap agreement have agreed to exchange. The total return swaps are marked to market daily and any change is recorded in unrealized gain/loss on the statement of operations. Gains or losses will be realized when the total return swap contracts are liquidated and will be presented as net realized gain or loss on swap contracts on the statement of operations.

 
The Fund invests in total return swaps to obtain exposure to the underlying referenced instrument, obtain leverage or attain the returns from ownership without actually owning the underlying position. Total return swaps are two-party contracts that generally obligate one party to pay the positive return and the other party to pay the negative return on a specified reference security, security index or index component during the period of the swap. Total return swap contracts are marked to market daily based on the value of the underlying reference entity and the change, if any, is recorded as an unrealized gain or loss. Total return swaps normally do not involve the delivery of securities or other underlying assets. If the counterparty to a total return swap defaults, the Fund’s risk of loss consists of the net amount of payments that the Fund is contractually entitled to receive, if any. Total return swaps are derivatives and their value can be volatile. To the extent that the Advisor does not accurately analyze and predict future market trends, the values of assets or economic factors, the Fund may suffer a loss, which may exceed the related amounts shown in the statement of assets and liabilities. Total return swap contracts outstanding at period end are listed after the Fund’s schedule of investments.
 
 
 

 
 
As of June 30, 2015, the location of derivatives in the statement of assets and liabilities and the value of the derivative instruments categorized by risk exposure is as follows:
 
 
Derivative Type
Statement of Assets and Liabilities Location
 
Value
 
 
Equity Contract
Options written, at value
  $ 12,485  
 
Equity Contract
Net depreciation on swap contracts
    (215 )
 
 
The effect of derivative instruments on the statement of operations for the six months ended June 30,2015 is as follows:
 
 
Derivative Type
Location of Gain/(Loss) on Derivatives Recognized in Income
 
Value
 
 
Equity Contract
Realized loss on purchased options
  $ (5,995 )
 
Equity Contract
Realized gain on written options
    1,949  
 
Equity Contract
Realized loss on swap contracts
    (3,698 )
 
Equity Contract
Change in unrealized appreciation on written options
    (4,249 )
 
Equity Contract
Change in unrealized appreciation on swap contracts
    (215 )
 
 
The average monthly market values of purchased and written options during the six months ended June 30, 2015 for the Fund was $1,395 and $5,368, respectively. The average monthly notional value of long and short total return swaps was $295,969 and $43,705, respectively.
 
 
Transactions in written options contracts for the six months ended June 30, 2015, are as follows:
 
     
Contracts
   
Premiums Received
 
 
Beginning Balance
    -     $ -  
 
Options written
    18       11,238  
 
Options closed
    (7 )     (3,002 )
 
Outstanding at June 30, 2015
    11     $ 8,236  

 
The Fund has adopted financial reporting rules regarding offsetting assets and liabilities and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position.

 
The table below shows the offsetting assets and liabilities relating to the written options and swap contracts shown on the statement of assets and liabilities.
 
   
Gross Amounts of Recognized Assets or Liabilities
 
Gross Amounts Offset in the Statements of Assets and Liabilities
 
Net Amounts Presented
in the Statement of Assets and Liabilities
 
Gross Amounts not Offset in the
Statement of Assets and Liabilities
         
Financial Instruments
 
Collateral Pledged (Received)
 
Net Amount
 
Assets:
                     
 
Description
                     
 
None
$ -
 
$ -
 
$ -
 
$ -
 
$ -
 
$ -
   
$ -
 
$ -
 
$ -
 
$ -
 
$ -
 
$ -
                         
 
Liabilities:
                     
 
Description
                     
 
Written Options
$12,485
 
$ -
 
$12,485
 
$ -
 
$12,485
 
$      -
 
Swap Contracts
       215
     -  
       215
     -  
-
 
   215
   
$12,700
 
$ -
 
$12,700
 
$ -
 
$12,485
 
$ 215
 
 
 

 
 
J.
Events Subsequent to the Fiscal Period End: In preparing the financial statements as of June 30, 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 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).
 
Equity Securities: The Fund’s investments are carried at fair value. Equity securities, including common stocks preferred stocks, 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.

Options: Exchange-traded options are valued at the composite price, using the National Best Bid and Offer quotes. Specifically, composite pricing looks at the last trades on the exchanges where the options are traded. If there are no trades for the option on a given business day, composite option pricing calculates the mean of the highest bid price and the lowest ask price across the exchanges where the option is traded. Exchange-traded options that are actively traded are categorized in level 1 of the fair value hierarchy. Options that are valued at the mean of the highest bid price and lowest asked price are categorized in level 2.

Total Return Swaps: Prices of swap contracts are provided by a pricing service approved by the Board of Trustees (“Board”) and are generally classified in level 2.
 
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 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 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 fair valuation hierarchy of the Fund’s securities as of June 30, 2015:
 
     
Level 1
   
Level 2
   
Level 3
   
Total
 
 
Assets:
                       
 
Common Stocks
                       
 
Administrative Support
  $ 266,610     $ -     $ -     $ 266,610  
 
Finance and Insurance
    1,116,931       -       -       1,116,931  
 
Information
    1,527,116       -       -       1,527,116  
 
Manufacturing
    1,576,493       -       -       1,576,493  
 
Mining, Quarrying and
      Oil and Gas Extraction
    136,153       -       -       136,153  
 
Professional, Scientific and
      Technical Services
    185,654       -       -       185,654  
 
Real Estate, Rental and
  Leasing
    192,500       -       -       192,500  
 
Retail Trade
    1,050,384       -       -       1,050,384  
 
Transportation and
      Warehousing
    130,708       -       -       130,708  
 
Utilities
    59,268       -       -       59,268  
 
Wholesale Trade
    334,440       -       -       334,440  
 
Total Common Stocks
    6,576,257       -       -       6,576,257  
 
REITS
    509,635       -       -       509,635  
 
Preferred Stocks
                               
 
Real Estate, Rental
      and Leasing
    240,100       -       -       240,100  
 
Information
    51,537       -       -       51,537  
 
Total Preferred Stocks
    291,637       -       -       291,637  
 
Closed-End Funds
    436,823       -       -       436,823  
 
Fixed Income
                               
 
Convertible Bonds
    -       151,202       -       151,202  
 
Corporate Bonds
    -       63,517       -       63,517  
 
Municipal Bonds
    -       438,123       -       438,123  
 
Total Fixed Income
    -       652,842       -       652,842  
 
Money Market Funds
    891,877       -       -       891,877  
 
Total Investments in
  Securities
  $ 8,706,229     $ 652,842     $ -     $ 9,359,071  
                                   
 
Liabilities:
                               
 
Securities Sold Short
  $ 2,239,593     $ 95,991     $ -     $ 2,335,584  
 
Written Option Contracts
  $ -     $ 12,485     $ -     $ 12,485  
 
Swap Contracts*
  $ -     $ 215     $ -     $ 215  

*Swap contracts are valued at the net unrealized appreciation/(depreciation) on the instrument.

 
 

 
 
 
Refer to the Fund’s schedule of investments for a detailed break-out of common stocks and preferred stocks by industry classification. Transfers between levels are recognized at June 30, 2015, the end of the reporting period. During the six months ended June 30, 2015, the Fund recognized no significant transfers to/from level 1 or level 2. There were no level 3 securities held in the Fund during the six months ended June 30, 2015.
 
NOTE 4 - INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

For the six months ended June 30, 2015, Kellner Management, L.P. (the “Advisor”) provided the Fund with investment management services under an Investment Advisory Agreement. The Advisor furnished all investment advice, office space, facilities, and provides most of the personnel needed by the Fund. As compensation for its services, the Advisor is entitled to a fee, computed daily and payable monthly. The Fund pays fees calculated at an annual rate of 1.50% based upon the average daily net assets of the Fund. For the six months ended June 30, 2015, the Fund incurred $75,622 in advisory fees.

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 aggregate annual operating expenses to 1.99% and 1.74% of average daily net assets for Class A shares and Institutional Class shares, respectively.

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 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 the Fund’s expenses. The Advisor is permitted to be reimbursed 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 six months ended June 30, 2015, the Advisor reduced its fees in the amount of $91,374; no amounts were reimbursed to the Advisor. Cumulative expenses subject to recapture pursuant to the aforementioned conditions expire as follows:

 
Date
 
Amount
   
 
12/31/17
  $ 24,266    
 
6/30/18
    91,374    
      $ 115,640    
             
 
U.S. Bancorp Fund Services, LLC (the “Administrator” or the “Transfer Agent”) 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”) 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 employees of the Administrator.

For the six months ended June 30, 2015, the Fund incurred the following expenses for administration, fund accounting, transfer agency, custody, and Chief Compliance Officer fees:
 
 
Administration and Fund Accounting
$ 49,154
 
 
Transfer agency (a)
18,047
 
 
Custody
4,448
 
 
Chief Compliance Officer
4,443
 
 
(a) Does not include out-of-pocket expenses.
 
 
 
 

 
 
At June 30, 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
$ 24,662
 
 
Transfer agency (a)
9,427
 
 
Chief Compliance Officer
2,257
 
 
Custody
2,457
 
 
(a) Does not include out-of-pocket expenses.
 

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 for distribution and related expenses at an annual rate of up to 0.25% of the average daily net assets of the Fund’s Class A shares. The expenses covered by the Plan may include the cost in connection with the promotion and distribution of shares and the provision of personal services to shareholders, including, but not necessarily limited to, advertising, compensation to underwriters, dealers and selling personnel, the printing and mailing of prospectuses to other than current Fund shareholders, and the printing and mailing of sales literature. Payments made pursuant to the Plan will represent compensation for distribution and service activities, not reimbursements for specific expenses incurred. For the six months ended June 30, 2015, the Fund incurred distribution expenses of $2 for the Class A shares pursuant to the Plan.

NOTE 6 – SECURITIES TRANSACTIONS

For the six months ended June 30, 2015, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were $11,423,214 and $2,234,627, respectively.

NOTE 7 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

The Fund made no distributions during the six months ended June 30, 2015 or the period ended December 31, 2014.

As of December 31, 2014, the Fund’s most recent fiscal year end, the components of accumulated earnings/(losses) on a tax basis were as follows:

 
Cost of investments (a)
  $ 10,018,468  
 
Gross unrealized appreciation
    64,732  
 
Gross unrealized depreciation
    (3,388 )
 
Net unrealized appreciation
    61,344  
 
Undistributed ordinary income
    -  
 
Undistributed long-term capital gain
    -  
 
Total distributable earnings
    -  
 
Unrealized depreciation on securities sold short
    (15,262 )
 
Total accumulated earnings/(losses)
  $ 46,082  
 
(a) Book basis and tax basis net unrealized appreciation and cost are the same.
 
NOTE 8 – SUBSEQUENT EVENT - CLASS REDESIGNATION

Effective July 27, 2015, the Fund’s Class A shares were redesignated as Investor Class shares. Effective with the redesignation, all sales charges imposed on the former Class A shares were eliminated on the Investor Class shares. All other fees, expenses and investment minimums for the Investor Class shares remained the same as the former Class A shares.

 
 

 
 
NOTICE TO SHAREHOLDERS at June 30, 2015 (Unaudited)

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 855-KELLNER (855-535-5637) 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 855-KELLNER (855-535-5637). 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 855-KELLNER (855-535-5637).




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 855-KELLNER (855-535-5637) 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.
 

 

 
 

 
 
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.
 

 

 
 

 


Investment Advisor
Kellner Management, L.P.
900 Third Avenue, Suite 1401
New York, New York 10022


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


Custodian
U.S. Bank National Association
Custody Operations
1555 North River Center Drive, Suite 302
Milwaukee, Wisconsin 53212


Transfer Agent
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202


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





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 855-535-5637.
 

 
 

 

Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

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, 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 second 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 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. Not Applicable.

(2) A separate certification for each principal executive 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.

(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, 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     9/8/15



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     9/8/15

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

Date     9/8/15

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