N-CSR 1 elvf-ncsra.htm EDGAR LOMAX VALUE FUND ANNUAL REPORT 10/31/15


 
 
 
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 St.
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:  October 31, 2015


Date of reporting period:  October 31, 2015
 
 

 


Item 1. Reports to Stockholders.

 
 
Edgar Lomax Value Fund









Annual Report


For the year ended
October 31, 2015



 

EDGAR LOMAX VALUE FUND

Annual Report
October 31, 2015
 
Dear Fellow Shareholder:
 
We are pleased to provide an update on the developments of the Edgar Lomax Value Fund (the “Fund”) through the fiscal year ended October 31, 2015.  Large “value” portfolios like ours were practically ignored this past year, as risk-accepting investors chased large “growth” stocks.  This is clearly shown by the performances of the two widely-followed style sub-indexes of the Standard & Poor’s 500® Index (“S&P 500”).  Specifically, the S&P 500/Citigroup Growth Index rose 9.23% over the 12 months through October 31, while the S&P 500/Citigroup Value Index (“Citigroup Value”) rose just 0.81% (and the S&P 500 fell between them, with a return of 5.20%).  And as we first detailed in our semi-annual report, many of the year’s “hottest” stocks pay little or no dividends and/or trade at price-to-earnings ratios well above the market’s historical norm—potentially setting investors up for sharp declines should earnings fall even a bit short of current projections.
 
Though the market environment clearly did not favor our investment strategy, the Fund still performed relatively close to the Citigroup Value over the one-year period, declining -1.40%.  More importantly, the Fund has produced very good relative returns—ahead of most large-cap value mutual funds—over the 5- and 10-year periods (see “Lipper” returns in the table below).  Following are the Fund’s average annual total returns through this past October 31:
 
     
S&P 500/Citigroup
 
Lipper Large-Cap
   
Fund
Value Index
S&P 500 Index
Value Funds Index
 
1-year
  -1.40%
  0.81%
  5.20%
  0.66%
 
5-year
 12.30%
12.89%
14.33%
12.04%
 
10-year
   6.78%
  6.34%
  7.85%
  6.35%
 
Performance data quoted represents past performance and does not guarantee future results.  The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.  Current performance of the Fund may be lower or higher than the performance quoted.  Performance data current to the most recent month end may be obtained by calling (866) 205-0524 or visiting www.edgarlomax.com.  Before deducting fees that the Advisor contractually waived or expenses of the Fund that the Advisor absorbed, the gross expense ratio is 1.33%*; however, after such waivers or absorptions by the Advisor, the Fund’s net expense ratio is 0.96%.
 
Meanwhile, we will patiently continue the pursuit of our oft-stated dual goal of performing well in rising markets while limiting losses in down markets.  Further, we know that a good long-term performance record rarely results from an unbroken series of yearly outperformances of a given index.  With that in mind, we feel a brief reminder of our large-cap value approach is worthwhile.  To break it down, “large-cap” (or, large market value) companies are those that are generally the most significant contributors to the overall economy.  These world-class firms tend to have lengthy histories of profitability and include the likes of Exxon Mobil and General Electric.  Their
____________________
 
*  Figures are from the Fund’s prospectus dated February 28, 2015.  The Advisor has contractually agreed to waive its fees and/or absorb expenses of the Fund to ensure that Net Annual Fund Operating Expenses do not exceed 0.96% (excluding acquired fund fees and expenses, interest, taxes and extraordinary expenses) through at least February 27, 2016.  In addition, the Advisor has voluntarily agreed to waive a portion of its investment advisory fee contingent upon the Fund’s performance versus the S&P 500/Citigroup Value Index.  While the Advisor may discontinue its voluntary waiver any time after February 27, 2016, it has no intention of doing so.
 
 

 

operating records often give them the advantage of experience, while size brings financial heft to help them survive difficult economic periods.  The “value” classification means we are investing in companies whose stock prices, we believe, are unjustifiably low due to either a misunderstood negative condition or simply because investors at the moment are focused elsewhere, such as the current large-cap growth surge.
 
The “Schedule of Investments” included in this report shows, as of October 31, 2015, the stocks that resulted from the above-described search.  We’ll look at how a few of them meaningfully impacted last year’s results.  For a second consecutive year, our single biggest victory was UnitedHealth Group—a hugely profitable enterprise that delivered solid earnings growth last year.  Its top-10 weighting in the portfolio, combined with its one-year return of 26.0%, resulted in its providing the largest single-stock contribution to the Fund’s one-year results through October 31, 2015.  Another solid gainer was McDonalds, which rose 23.9% during the fiscal year.  This company has relentless competition and hasn’t consistently met the challenge as well as many had hoped, but we are pleased with the market’s obvious assessment that McDonalds’ latest initiatives (that is, streamlining its menu and offering its popular breakfast options throughout the day) show, at a minimum, a management that is responsive.
 
One of the Fund’s larger sector positions is in Energy stocks, which declined about 15.6% as a group during the year.  The remarkable drop in oil prices was larger than most expected, and it will certainly cut into the industry’s earnings.  However, we expect our holdings of dominant industry operators (such as Chevron and Exxon) to remain profitable.  Both companies, meanwhile, are currently paying substantial dividends (with respective annual dividend yields of approximately 4.8% and 3.8%).
 
Thank you kindly for allowing us to serve you.  We will continue extending our best efforts to help you achieve your long-term investment goals.
 
Cordially,
 
   
Randall R. Eley
Phillip A. Titzer
Chief Investment Officer
Portfolio Manager
____________________
 
Must be preceded or accompanied by a prospectus.
 
Mutual fund investing involves risk; principal loss is possible.  “Value” investing as a strategy may be out of favor in the market for an extended period.  Value stocks can perform differently from the market as a whole and from other types of stocks.
 
Investment performance reflects expense waivers in effect.  In the absence of such waivers, total return would be reduced.
 
The opinions expressed are those of the investment advisor, are subject to change, and forecasts made cannot be guaranteed.  Fund holdings and sector allocations are subject to change and should not be considered recommendations to buy or sell any security.  Please see the Schedule of Investments in this report for current Fund holdings information.
 
The Price-to-Earnings (P/E) Ratio is calculated by dividing the current price of a stock by the company’s trailing 12 months’ earnings per share.
 
The Dividend Yield is calculated by dividing a company’s per-share projected annual dividend payment by the company’s stock price per share.
 
The S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to represent the broad domestic economy.  The S&P 500/Citigroup Value Index is a capitalization-weighted index of stocks in the S&P 500 Index which exhibit strong value characteristics.  The S&P 500/Citigroup Growth Index is a capitalization-weighted index of stocks in the S&P 500 Index which exhibit strong growth characteristics.  The Lipper Large-Cap Value Funds Index measures the performance of 30 of the largest funds in the large cap value category as tracked by Lipper, Inc.  You cannot invest directly in an index.
 

 

 

2

EDGAR LOMAX VALUE FUND

Comparison of the change in value of a hypothetical $10,000 investment in the Edgar Lomax Value Fund vs.
the S&P 500® Index, the S&P 500®/Citigroup Value Index, and the Lipper Large-Cap Value Funds Index
 
 
Average Annual Total Return:
   
One Year
Five Years1
Ten Years1
 
Edgar Lomax Value Fund
-1.40%
12.30%
6.78%
 
S&P 500® Index
 5.20%
14.33%
7.85%
 
S&P 500®/Citigroup Value Index
 0.81%
12.89%
6.34%
 
Lipper Large-Cap Value Funds Index
 0.66%
12.04%
6.35%
 
Past performance does not guarantee future results.  The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling (866) 205-0524 or visiting www.edgarlomax.com.
 
Returns reflect reinvestment of dividends and capital gains distributions.  Fee waivers are in effect.  In the absence of fee waivers, returns would be reduced. The performance data and graph do not reflect the deduction of taxes that a shareholder would pay on dividends, capital gains distributions, or redemption of Fund shares. Indices do not incur expenses and are not available for investment.
 
The S&P 500® Index is an unmanaged capitalization-weighted index of 500 stocks designed to represent the broad domestic economy.
 
The S&P 500®/Citigroup Value Index is a market-value-weighted index of stocks in the S&P 500® Index which score highest based on an average of book-to-price ratio, sales-to-price ratio and earnings-to-price ratio, representing 50% of the total market value of the S&P 500® Index.
 
The Lipper Large-Cap Value Funds Index consists of the largest funds as tracked by Lipper, Inc.  Large Cap Value Funds seek long-term growth of capital by investing in companies that are considered to be undervalued relative to a major unmanaged stock index based on price-to-current earnings, book value, asset value, or other factors. Lipper rankings are based on total returns, including reinvestment of dividends and capital gains for the stated period; this calculation does not include sales charges.
 
1  Average Annual Total Return represents the average annual change in account value over the period indicated.
 





3

EDGAR LOMAX VALUE FUND

EXPENSE EXAMPLE at October 31, 2015 (Unaudited)
Shareholders in mutual funds generally incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution and/or service fees; and other Fund expenses. The Edgar Lomax Value Fund is a no-load mutual fund and has no shareholder transaction 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 (5/1/15 – 10/31/15).
 
Actual Expenses
The first line of the table below provides information about actual account values and actual expenses, with actual net expenses being limited to 0.96% per the operating expenses limitation agreement. In addition, the Advisor has voluntarily agreed to waive a portion of its advisory fee contingent upon the Fund’s performance versus the S&P 500® Value Index (see Note 4 of the Notes to Financial Statements). The amount of the voluntary waiver will depend upon the size of the Fund’s assets as of the end of each month. If the Advisor waives advisory fees under this arrangement, it has also agreed to absorb all expenses, other than advisory fees. For the six months ended October 31, 2015, the Fund’s aggregate annual operating expenses were reduced to 0.54%. Although the Fund charges no sales load or 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, fund accounting, custody and transfer agent fees. You may use the information in the first line of the table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period'' to estimate the expenses you paid on your account during this period.
 
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and will not help you determine the relative total costs of owning different funds, as they may charge transactional costs, such as sales charges (loads), redemption fees, or exchange fees.
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period*
 
5/1/15
10/31/15
5/1/15 – 10/31/15
Actual
$1,000.00
$   956.80
$2.66
Hypothetical (5% return before expenses)
$1,000.00
$1,022.48
$2.75
 
*
Expenses are equal to the Fund’s annualized expense ratio of 0.54%, multiplied by the average account value over the period, multiplied by 184 (days in most recent fiscal half-year)/365 days to reflect the one-half year expense.
 
 


4

EDGAR LOMAX VALUE FUND

INDUSTRY ALLOCATION OF PORTFOLIO ASSETS at October 31, 2015 (Unaudited)
 


 
Percentages represent market value as a percentage of total investments.
 


 
5

EDGAR LOMAX VALUE FUND

SCHEDULE OF INVESTMENTS at October 31, 2015
Shares
 
COMMON STOCKS - 99.06%
 
Value
 
           
 
Beverage and Tobacco Product Manufacturing - 4.41%
   
 
4,350
 
Altria Group, Inc.
 
$
263,044
 
 
54,200
 
Coca-Cola Co.
   
2,295,370
 
 
4,100
 
PepsiCo, Inc.
   
418,979
 
           
2,977,393
 
     
Broadcasting (except Internet) - 0.41%
       
 
4,400
 
Comcast Corp. - Class A
   
275,528
 
               
     
Chemical Manufacturing - 12.54%
       
 
5,800
 
AbbVie, Inc.
   
345,390
 
 
4,800
 
Baxalta, Inc.
   
165,408
 
 
8,400
 
Dow Chemical Co.
   
434,028
 
 
5,500
 
Eli Lilly & Co.
   
448,635
 
 
26,800
 
Johnson & Johnson
   
2,707,604
 
 
26,900
 
Merck & Co., Inc.
   
1,470,354
 
 
85,702
 
Pfizer, Inc.
   
2,898,442
 
           
8,469,861
 
     
Computer and Electronic Product Manufacturing - 9.31%
       
 
5,300
 
Apple, Inc.
   
633,350
 
 
54,300
 
Hewlett-Packard Co.
   
1,463,928
 
 
39,500
 
Intel Corp.
   
1,337,470
 
 
24,300
 
Raytheon Co.
   
2,852,820
 
           
6,287,568
 
     
Credit Intermediation and Related Activities - 4.51%
       
 
27,200
 
Bank of New York Mellon Corp.
   
1,132,880
 
 
35,400
 
Wells Fargo & Co.
   
1,916,556
 
           
3,049,436
 
     
Electrical Equipment, Appliance, and
       
     
  Component Manufacturing - 0.43%
       
 
6,100
 
Emerson Electric Co.
   
288,103
 
               
     
Food Manufacturing - 1.58%
       
 
23,100
 
Mondelez International, Inc. - Class A
   
1,066,296
 
 
The accompanying notes are an integral part of these financial statements.

 

 
6

EDGAR LOMAX VALUE FUND

SCHEDULE OF INVESTMENTS at October 31, 2015, continued
Shares
 
COMMON STOCKS - 99.06%
 
Value
 
           
 
Food Services and Drinking Places - 2.71%
   
 
16,300
 
McDonald's Corp.
 
$
1,829,675
 
               
               
     
General Merchandise Stores - 6.21%
       
 
27,100
 
Target Corp.
   
2,091,578
 
 
36,700
 
Wal-Mart Stores, Inc.
   
2,100,708
 
           
4,192,286
 
     
Insurance Carriers and Related Activities - 6.42%
       
 
15,700
 
Allstate Corp.
   
971,516
 
 
4,500
 
American International Group, Inc.
   
283,770
 
 
26,200
 
UnitedHealth Group, Inc.
   
3,085,836
 
           
4,341,122
 
     
Machinery Manufacturing - 8.54%
       
 
21,900
 
Caterpillar, Inc.
   
1,598,481
 
 
112,400
 
General Electric Co.
   
3,250,608
 
 
5,400
 
National Oilwell Varco, Inc.
   
203,256
 
 
7,300
 
United Technologies Corp.
   
718,393
 
           
5,770,738
 
     
Management of Companies and Enterprises - 1.75%
       
 
1,300
 
Goldman Sachs Group, Inc.
   
243,750
 
 
28,400
 
Morgan Stanley
   
936,348
 
           
1,180,098
 
     
Merchant Wholesalers, Non-Durable Goods - 0.47%
       
 
4,200
 
Procter & Gamble Co.
   
320,796
 
               
     
Mining (except Oil and Gas) - 0.27%
       
 
15,300
 
Freeport-McMoRan Copper & Gold, Inc.
   
180,081
 
               
     
Miscellaneous Manufacturing - 0.26%
       
 
4,800
 
Baxter International, Inc.
   
179,472
 
               
     
Motion Picture and Sound Recording Industries - 1.44%
       
 
12,900
 
Time Warner, Inc.
   
971,886
 
 
The accompanying notes are an integral part of these financial statements.

 

 
7

EDGAR LOMAX VALUE FUND

SCHEDULE OF INVESTMENTS at October 31, 2015, continued
Shares
 
COMMON STOCKS - 99.06%
 
Value
 
           
 
Oil and Gas Extraction - 2.52%
   
 
13,700
 
Devon Energy Corp.
 
$
574,441
 
 
15,100
 
Occidental Petroleum Corp.
   
1,125,554
 
           
1,699,995
 
     
Petroleum and Coal Products Manufacturing - 8.14%
       
 
24,600
 
Chevron Corp.
   
2,235,648
 
 
39,400
 
Exxon Mobil Corp.
   
3,259,956
 
           
5,495,604
 
     
Professional, Scientific, and Technical Services - 1.10%
       
 
5,300
 
International Business Machines Corp.
   
742,424
 
               
     
Publishing Industries (except Internet) - 3.89%
       
 
31,900
 
Microsoft Corp.
   
1,679,216
 
 
24,400
 
Oracle Corp.
   
947,696
 
           
2,626,912
 
     
Rail Transportation - 2.10%
       
 
17,700
 
Norfolk Southern Corp.
   
1,416,531
 
               
     
Real Estate - 0.62%
       
 
2,100
 
Simon Property Group, Inc.
   
423,066
 
     
Support Activities for Mining - 4.74%
       
 
17,700
 
ConocoPhillips
   
944,295
 
 
38,800
 
Halliburton Co.
   
1,489,144
 
 
9,800
 
Schlumberger, Ltd. (a)
   
765,968
 
           
3,199,407
 
     
Telecommunications - 8.97%
       
 
98,100
 
AT&T, Inc.
   
3,287,331
 
 
59,100
 
Verizon Communications, Inc.
   
2,770,608
 
           
6,057,939
 
 
The accompanying notes are an integral part of these financial statements.

 

 
8

EDGAR LOMAX VALUE FUND

SCHEDULE OF INVESTMENTS at October 31, 2015, continued
Shares
 
COMMON STOCKS - 99.06%
 
Value
 
       
 
Transportation Equipment Manufacturing - 2.41%
   
 
3,000
 
Boeing Co.
 
$
444,210
 
 
24,600
 
Ford Motor Co.
   
364,326
 
 
10,900
 
General Motors Co.
   
380,519
 
 
2,000
 
Lockheed Martin Corp.
   
439,660
 
           
1,628,715
 
     
Utilities - 3.31%
       
 
67,400
 
Exelon Corp.
   
1,881,808
 
 
7,800
 
Southern Co.
   
351,780
 
           
2,233,588
 
     
TOTAL COMMON STOCKS (Cost $65,081,570)
   
66,904,520
 
               
Shares
 
SHORT-TERM INVESTMENTS - 0.87%
 
Value
 
 
591,909
 
Invesco STIT-STIC Prime Portfolio - Institutional Class, 0.08% (b)
   
591,909
 
     
TOTAL SHORT-TERM INVESTMENTS (Cost $591,909)
   
591,909
 
     
Total Investments in Securities
       
     
  (Cost $65,673,479) - 99.93%
   
67,496,429
 
     
Other Assets in Excess of Liabilities - 0.07%
   
45,344
 
     
TOTAL NET ASSETS - 100.00%
 
$
67,541,773
 

(a)  U.S. traded security of a foreign issuer.
(b)  Rate shown is the 7-day annualized yield as of October 31, 2015.
 
The accompanying notes are an integral part of these financial statements.

 

 
9

EDGAR LOMAX VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES at October 31, 2015
ASSETS
   
Investments in securities, at value (identified cost $65,673,479)
 
$
67,496,429
 
Receivables
       
Fund shares sold
   
9,954
 
Dividends and interest
   
147,505
 
Due from Advisor (Note 4)
   
10,271
 
Prepaid expenses
   
3,910
 
Total assets
   
67,668,069
 
         
LIABILITIES
       
Payables
       
Fund shares redeemed
   
36,289
 
Administration fees
   
30,309
 
Transfer agent fees and expenses
   
21,655
 
Audit fees
   
19,200
 
Fund accounting fees
   
8,964
 
Legal fees
   
2,983
 
Custody fees
   
2,459
 
Chief Compliance Officer fee
   
2,250
 
Shareholder reporting
   
1,980
 
Trustee fees
   
27
 
Accrued other expenses
   
180
 
Total liabilities
   
126,296
 
         
NET ASSETS
 
$
67,541,773
 
         
Net asset value, offering and redemption price per share
       
  [$67,541,773/4,843,351 shares outstanding;
       
  unlimited number of shares (par value $0.01) authorized]
 
$
13.95
 
         
COMPONENTS OF NET ASSETS
       
Paid-in capital
 
$
57,274,374
 
Undistributed net investment income
   
1,426,510
 
Accumulated net realized gain on investments
   
7,017,939
 
Net unrealized appreciation on investments
   
1,822,950
 
Net assets
 
$
67,541,773
 

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


 

10

EDGAR LOMAX VALUE FUND

STATEMENT OF OPERATIONS – For the year ended October 31, 2015
INVESTMENT INCOME
   
Dividends
 
$
2,025,444
 
Interest
   
1,216
 
Total investment income
   
2,026,660
 
         
EXPENSES
       
Advisory fees (Note 4)
   
545,448
 
Adminstration fees (Note 4)
   
127,271
 
Transfer agent fees and expenses (Note 4)
   
84,405
 
Fund accounting fees (Note 4)
   
35,897
 
Registration fees
   
21,455
 
Audit fees
   
19,199
 
Custody fees (Note 4)
   
16,188
 
Legal fees
   
11,805
 
Trustee fees
   
11,071
 
Chief Compliance Officer fee (Note 4)
   
8,833
 
Reports to shareholders
   
4,326
 
Other expenses
   
4,135
 
Insurance expense
   
2,828
 
Total expenses
   
892,861
 
Less: advisory fee waiver and expense reimbursement (Note 4)
   
(464,802
)
Net expenses
   
428,059
 
Net investment income
   
1,598,601
 
         
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
       
Net realized gain on investments
   
7,055,001
 
Net change in unrealized appreciation on investments
   
(9,438,760
)
Net realized and unrealized loss on investments
   
(2,383,759
)
Net Decrease in Net Assets Resulting from Operations
 
$
(785,158
)

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




11

EDGAR LOMAX VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS
   
Year Ended
   
Year Ended
 
   
October 31, 2015
   
October 31, 2014
 
INCREASE/(DECREASE) IN NET ASSETS FROM:
       
OPERATIONS
       
Net investment income
 
$
1,598,601
   
$
1,003,455
 
Net realized gain on investments
   
7,055,001
     
5,742,488
 
Net change in unrealized appreciation/(depreciation) on investments
   
(9,438,760
)
   
1,550,523
 
Net increase/(decrease) in net assets resulting from operations
   
(785,158
)
   
8,296,466
 
                 
DISTRIBUTIONS TO SHAREHOLDERS
               
From net investment income
   
(1,061,521
)
   
(799,197
)
From net realized gain on investments
   
(5,738,941
)
   
(305,790
)
Total distributions to shareholders
   
(6,800,462
)
   
(1,104,987
)
                 
CAPITAL SHARE TRANSACTIONS
               
Net increase in net assets derived
               
  from net change in outstanding shares (a)
   
12,091,986
     
12,621,052
 
Total increase in net assets
   
4,506,366
     
19,812,531
 
                 
NET ASSETS
               
Beginning of year
   
63,035,407
     
43,222,876
 
End of year
 
$
67,541,773
   
$
63,035,407
 
                 
Undistributed net investment income at end of year
 
$
1,426,510
   
$
889,295
 

(a)
A summary of share transactions is as follows:

     
Year Ended
   
Year Ended
 
     
October 31, 2015
   
October 31, 2014
 
     
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
 
Shares sold
   
1,373,486
   
$
19,561,282
     
1,072,297
   
$
16,072,633
 
 
Shares issued on reinvestments of distributions
   
490,263
     
6,785,246
     
80,926
     
1,103,026
 
 
Shares redeemed
   
(1,001,995
)
   
(14,254,542
)
   
(309,572
)
   
(4,554,607
)
 
Net increase
   
861,754
   
$
12,091,986
     
843,651
   
$
12,621,052
 

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



12

EDGAR LOMAX VALUE FUND

FINANCIAL HIGHLIGHTS
For a share outstanding throughout each year
   
Year Ended October 31,
 
   
2015
   
2014
   
2013
   
2012
   
2011
 
Net asset value, beginning of year
 
$
15.83
   
$
13.77
   
$
11.27
   
$
10.39
   
$
9.58
 
                                         
Income from investment operations:
                                       
Net investment income
   
0.33
     
0.26
     
0.25
     
0.23
     
0.24
 
Net realized and unrealized
                                       
  gain/(loss) on investments
   
(0.56
)
   
2.15
     
2.49
     
0.88
     
0.79
 
Total from investment operations
   
(0.23
)
   
2.41
     
2.74
     
1.11
     
1.03
 
                                         
Less distributions:
                                       
From net investment income
   
(0.26
)
   
(0.25
)
   
(0.24
)
   
(0.23
)
   
(0.22
)
From net realized gain on investments
   
(1.39
)
   
(0.10
)
   
     
     
 
Total distributions
   
(1.65
)
   
(0.35
)
   
(0.24
)
   
(0.23
)
   
(0.22
)
                                         
Net asset value, end of year
 
$
13.95
   
$
15.83
   
$
13.77
   
$
11.27
   
$
10.39
 
                                         
Total return
   
-1.40
%
   
17.94
%
   
24.83
%
   
10.95
%
   
10.92
%
                                         
Ratios/supplemental data:
                                       
Net assets, end of year (thousands)
 
$
67,542
   
$
63,035
   
$
43,223
   
$
35,617
   
$
28,389
 
                                         
Ratio of expenses to average net assets:
                                       
Before fees waived and expenses absorbed
   
1.31
%
   
1.33
%
   
1.41
%
   
1.43
%
   
1.52
%
After fees waived and expenses absorbed
   
0.63
%
   
0.60
%
   
0.76
%
   
0.99
%
   
0.99
%
                                         
Ratio of net investment income to average net assets:
                                       
Before fees waived and expenses absorbed
   
1.66
%
   
1.28
%
   
1.41
%
   
1.69
%
   
1.65
%
After fees waived and expenses absorbed
   
2.34
%
   
2.01
%
   
2.06
%
   
2.13
%
   
2.18
%
                                         
Portfolio turnover rate
   
48.69
%
   
43.36
%
   
32.36
%
   
45.61
%
   
39.50
%

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



13

EDGAR LOMAX VALUE FUND

NOTES TO FINANCIAL STATEMENTS at October 31, 2015
NOTE 1 – ORGANIZATION
 
The Edgar Lomax Value Fund (the “Fund”) is a diversified series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”) as an open-end management investment company. The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services – Investment Companies”. The Fund’s investment objective is to seek long-term capital growth while providing some income.  The Fund began operations on December 12, 1997.
 
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America.
 
 
A.
Security Valuation: All investments in securities are recorded at their estimated fair value, as described in note 3.
     
 
B.
Federal Income Taxes: It is the Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no Federal income or excise tax provision is required.
     
   
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities.  Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for the open tax years 2012-2014, 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 a first-in, first-out basis.  Interest income is recorded on an accrual basis.  Dividend income and distributions to shareholders are recorded on the ex-dividend date.
     
   
Common expenses of the Trust are typically allocated among the funds in the Trust based on a fund’s respective net assets, or by other equitable means.
     
   
The Fund distributes substantially all net investment income, if any, and net realized gains, if any, annually.  Distributions from net realized gains for book purposes may include short-term capital gains.  All short-term capital gains are included in ordinary income for tax purposes.
     
   
The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations, which differs from accounting principles generally accepted in the United States of America.  To the extent these book/tax differences are permanent, such amounts are reclassified within the capital accounts based on their Federal tax treatment.

 
 
14

EDGAR LOMAX VALUE FUND
 
NOTES TO FINANCIAL STATEMENTS at October 31, 2015, continued
 
D.
Reclassification of Capital Accounts: Accounting principles generally accepted in the United States of America require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share.
     
   
For the year ended October 31, 2015, the Fund made the following permanent tax adjustments on the statement of assets and liabilities:

 
Undistributed Net
Accumulated Net
 
Investment Income
Realized Gain
 
$135
$(135)
 
 
E.
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.
     
 
F.
Events Subsequent to the Fiscal Year End: In preparing the financial statements as of October 31, 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.
 

 
 

 
15

EDGAR LOMAX VALUE FUND
 
NOTES TO FINANCIAL STATEMENTS at October 31, 2015, continued
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. Securities 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 funds are valued at their net asset value per share.  To the extent, these securities are actively traded and valuation adjustments are not applied, they are categorized in level 1 of the fair value hierarchy.
 
Short-Term Securities: Short-term debt securities, including those securities having a maturity of 60 days or less, are valued at the evaluated mean between the bid and asked prices.  To the extent the inputs are observable and timely, these securities would be classified in level 2 of the fair value hierarchy.
 
The Board of Trustees ("Board") has delegated day-to-day valuation issues to a Valuation Committee of the Trust which is comprised of representatives from U.S. Bancorp Fund Services, LLC, the Fund’s administrator. The function of the Valuation 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.
 

 

 
16

EDGAR LOMAX VALUE FUND
 
NOTES TO FINANCIAL STATEMENTS at October 31, 2015, continued
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.  The following is a summary of the inputs used to value the Fund’s securities as of October 31, 2015:
 
     
Level 1
   
Level 2
   
Level 3
   
Total
 
 
Common Stocks
               
 
  Accommodation and Food Services
 
$
1,829,675
   
$
   
$
   
$
1,829,675
 
 
  Finance and Insurance
   
8,993,722
     
     
     
8,993,722
 
 
  Information
   
9,932,265
     
     
     
9,932,265
 
 
  Manufacturing
   
32,163,750
     
     
     
32,163,750
 
 
  Mining, Quarrying, and Oil
                               
 
    and Gas Extraction
   
5,079,483
     
     
     
5,079,483
 
 
  Professional, Scientific,
                               
 
    and Technical Services
   
742,424
     
     
     
742,424
 
 
  Retail Trade
   
4,192,286
     
     
     
4,192,286
 
 
  Transportation and Warehousing
   
1,416,531
     
     
     
1,416,531
 
 
  Utilities
   
2,233,588
     
     
     
2,233,588
 
 
  Wholesale Trade
   
320,796
     
     
     
320,796
 
 
Total Common Stocks
   
66,904,520
     
     
     
66,904,520
 
 
Short-Term Investments
   
591,909
     
     
     
591,909
 
 
Total Investments in Securities
 
$
67,496,429
   
$
   
$
   
$
67,496,429
 
 
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 October 31, 2015, the end of the reporting period. The Fund recognized no transfers to/from Level 1 or Level 2. There were no Level 3 securities held in the Fund during the year ended October 31, 2015.
 
In May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-07 “Disclosure for Investments in Certain Entities that Calculate Net Asset Value (“NAV”) per Share (or its equivalent).”  The amendments in ASU No. 2015-07 remove the requirement to categorize within the fair value hierarchy investments measured using the NAV practical expedient.  The ASU also removes certain disclosure requirements for investments that qualify, but do not utilize, the NAV practical expedient.  The amendments in the ASU are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years.  Management is currently evaluating the impact these changes will have on the Fund’s financial statements and related disclosures.
 
NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
 
For the year ended October 31, 2015, The Edgar Lomax Company (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
 

 
 

 

 
17

EDGAR LOMAX VALUE FUND
 
NOTES TO FINANCIAL STATEMENTS at October 31, 2015, continued
services, the Advisor is entitled to a monthly fee at the annual rate of 0.80% based upon the average daily net assets of the Fund. However, the Advisor has agreed to voluntarily waive a portion of its advisory fees due from the Fund based upon the Fund’s performance versus the “S&P 500 Value Index” (since February 28, 2006 this has been the S&P 500/Citigroup Value Index). The Advisor intends to waive a portion of its advisory fee whenever, as of the end of each month, the Fund’s 3-year or 5-year average annual total return is less than that of the S&P 500 Value Index. The amount of the voluntary waiver will depend upon the size of the Fund’s assets as of the end of each month. While this voluntary fee waiver can be discontinued at any time, the Advisor has no intention of doing so. For the year ended October 31, 2015, the Fund incurred $545,448 in advisory fees, of which the Advisor voluntarily waived $116,805, resulting in net advisory fees of $428,653 before expense limitation waivers.
 
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 net annual operating expenses to 0.96% of average daily net assets. If the Advisor waives advisory fees under the arrangement described in the preceding paragraph, it has also agreed to absorb all expenses, other than advisory fees.  For the year ended October 31, 2015, the Fund’s aggregate annual operating expenses were reduced to 0.63%, including contractual expense limits and voluntary performance fee waivers.  Any such reduction 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 Fund expenses. The Advisor is permitted to be reimbursed only for fee reductions and expense payments made in the previous three fiscal years.  Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses.  For the year ended October 31, 2015, excluding amounts voluntarily waived, the Advisor reduced its fees and absorbed Fund expenses in the amount of $238,323; no amounts were reimbursed to the Advisor.  Cumulative expenses subject to recapture pursuant to the aforementioned conditions expire as follows:
 
 
Year
 
Amount
   
 
2016
 
$
161,912
   
 
2017
   
185,625
   
 
2018
   
238,323
   
     
$
585,860
   
 
U.S. Bancorp Fund Services, LLC (the “Administrator”) acts as the Fund’s Administrator under an Administration Agreement. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Fund’s custodian, transfer agent and accountants; coordinates the preparation and payment of the Fund’s expenses and reviews the Fund’s expense accruals.  U.S. Bancorp Fund Services, LLC (“USBFS”) 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.

 
 
18

EDGAR LOMAX VALUE FUND
 
NOTES TO FINANCIAL STATEMENTS at October 31, 2015, continued
For the year ended October 31, 2015, the Fund incurred the following expenses for administration, fund accounting, custody, transfer agency, and Chief Compliance Officer fees:
 
Administration
$127,271
Fund Accounting
35,897
Custody
16,188
Transfer Agency (a)
12,088
Chief Compliance Officer
8,833
 
(a) Does not include sub-ta fees and out-of-pocket expenses.
 
At October 31, 2015, the Fund had payables due to USBFS for administration, fund accounting, transfer agency, and to Chief Compliance Officer fees in the following amounts:
 
Administration
$30,309
Fund Accounting
8,964
Transfer Agency (a)
3,022
Custody
2,459
Chief Compliance Officer
2,250
 
(a)
 
Does not include sub-ta fees and out-of-pocket expenses.
 
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 Trust are employees of the Administrator. The Trust’s Chief Compliance Officer is also an employee of USBFS.  A Trustee of the Trust is affiliated with USBFS and U.S. Bank N.A.  This same Trustee is an interested person of the Distributor.
 
NOTE 5 – PURCHASES AND SALES OF SECURITIES
 
For the year ended October 31, 2015, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were $41,043,503 and $32,233,614, respectively.
 
NOTE 6 – INCOME TAXES
 
Net investment income/(loss) and net realized gains/(losses) differ for financial statement and tax purposes due to differing treatments of wash sale losses deferred.
 

19

EDGAR LOMAX VALUE FUND
 
NOTES TO FINANCIAL STATEMENTS at October 31, 2015, continued
The tax character of distributions paid during the years ended October 31, 2015 and October 31, 2014 was as follows:

   
Year Ended
Year Ended
 
   
October 31, 2015
October 31, 2014
 
 
Net investment income
$1,765,374
$799,197
 
 
Long-term capital gains
  5,035,088
  305,790
 
 
As of October 31, 2015, the components of accumulated earnings/ (losses) on a tax basis were as follows:
 
 
Cost of investments (a)
 
$
65,722,761
   
 
Gross tax unrealized appreciation
   
6,465,595
   
 
Gross tax unrealized depreciation
   
(4,691,927
)
 
 
Net tax unrealized appreciation (a)
   
1,773,668
   
 
Undistributed ordinary income
   
2,698,915
   
 
Undistributed long-term capital gain
   
5,794,816
   
 
Total distributable earnings
   
8,493,731
   
 
Total accumulated earnings/(losses)
 
$
10,267,399
   
 
 
(a)
The difference between book-basis and tax-basis net unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales.



20

EDGAR LOMAX VALUE FUND

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

Philadelphia, Pennsylvania
December 30, 2015
 



21

EDGAR LOMAX VALUE FUND

NOTICE TO SHAREHOLDERS at October 31, 2015 (Unaudited)
For the year ended October 31, 2015, the Edgar Lomax Value Fund designated $1,765,374 as ordinary income and designated $5,035,088 as long-term capital gains for purposes of the dividends paid deduction.
 
For the year ended October 31, 2015, certain dividends paid by the Fund may be subject to a maximum tax rate of 15%, as provided by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The percentage of dividends declared from net investment income designated as qualified dividend income was 75.34%.
 
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the year ended October 31, 2015 was 75.29%.
 
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(C) for the year ended October 31, 2015 was 39.87%.
 
How to Obtain a Copy of the Fund’s Proxy Voting Policies
 
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge upon request by calling 1-866-205-0524 or on the U.S. Securities and Exchange Commission’s website at http://www.sec.gov.
 
How to Obtain a Copy of the Fund’s Proxy Voting Records for the 12-Month Period Ended June 30, 2015
 
Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1-866-205-0524.  Furthermore, you can obtain the Fund’s proxy voting records on the SEC’s website at http://www.sec.gov.
 
Quarterly Filings on Form N-Q
 
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the SEC’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC and information on the operation of the Public Reference Room may be obtained by calling 1-202-551-8090.  Information included in the Fund’s Form N-Q is also available by calling 1-866-205-0524.
 
 
HOUSEHOLDING (Unaudited)
In an effort to decrease costs, the Fund intends to reduce the number of duplicate prospectuses, annual and semi-annual reports, proxy statements and other similar documents you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders the Transfer Agent reasonably believes are from the same family or household. Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 1-866-205-0524 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.
 



22

EDGAR LOMAX VALUE FUND

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited)
This chart provides information about the Trustees and Officers who oversee the Fund.  Officers elected by the Trustees manage the day-to-day operations of the Fund and execute policies formulated by the Trustees.
 
       
Number of
 
       
Portfolios
 
   
Term of
 
in Fund
Other
 
Position
Office and
 
Complex
Directorships
Name, Address
Held with
Length of
Principal Occupation
Overseen
Held During
and Age
the Trust
Time Served
During Past Five Years
by Trustee(2)
Past Five Years(3)
           
Independent Trustees(1)
         
           
Gail S. Duree
Trustee
Indefinite
Director, Alpha Gamma Delta
1
Trustee, Advisors
(age 69)
 
term since
Housing Corporation (collegiate
 
Series Trust (for
615 E. Michigan Street
 
March
housing management) (2012 to
 
series not affiliated
Milwaukee, WI 53202
 
2014.
present); Trustee and Chair (2000 to
 
with the Fund);
     
2012), New Covenant Mutual Funds
 
Independent
     
(1999-2012); Director and Board
 
Trustee from 1999
     
Member, Alpha Gamma Delta
 
to 2012, New
     
Foundation (philanthropic
 
Covenant Mutual
     
organization) (2005 to 2011).
 
Funds.
           
Donald E. O’Connor
Trustee
Indefinite
Retired; former Financial Consultant
1
Trustee, Advisors
(age 79)
 
term since
and former Executive Vice President
 
Series Trust (for
615 E. Michigan Street
 
February
and Chief Operating Officer of ICI
 
series not affiliated
Milwaukee, WI 53202
 
1997.
Mutual Insurance Company (until
 
with the Fund);
     
January 1997).
 
Trustee, The
         
Forward Funds
         
(26 portfolios).
           
George J. Rebhan
Trustee
Indefinite
Retired; formerly President,
1
Trustee, Advisors
(age 81)
 
term since
Hotchkis and Wiley Funds
 
Series Trust (for
615 E. Michigan Street
 
May
(mutual funds) (1985 to 1993).
 
series not affiliated
Milwaukee, WI 53202
 
2002.
   
with the Fund);
         
Independent
         
Trustee from
         
1999 to 2009,
         
E*TRADE Funds.
           
George T. Wofford
Trustee
Indefinite
Retired; formerly Senior Vice
1
Trustee, Advisors
(age 76)
 
term since
President, Federal Home Loan
 
Series Trust (for
615 E. Michigan Street
 
February
Bank of San Francisco.
 
series not affiliated
Milwaukee, WI 53202
 
1997.
   
with the Fund).



23

EDGAR LOMAX VALUE FUND

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited), continued
       
Number of
 
       
Portfolios
 
   
Term of
 
in Fund
Other
 
Position
Office and
 
Complex
Directorships
Name, Address
Held with
Length of
Principal Occupation
Overseen
Held During
and Age
the Trust
Time Served
During Past Five Years
by Trustee(2)
Past Five Years(3)
           
Interested Trustee
         
           
Joe D. Redwine(4)
Interested
Indefinite
President, CEO, U.S. Bancorp Fund
1
Trustee, Advisors
(age 68)
Trustee
term since
Services, LLC (May 1991 to present).
 
Series Trust (for
615 E. Michigan Street
 
September
   
series not affiliated
Milwaukee, WI 53202
 
2008.
   
with the Fund).
 
Name, Address
Position Held
Term of Office and
Principal Occupation
and Age
with the Trust
Length of Time Served
During Past Five Years
       
Officers
     
       
Joe D. Redwine
Chairman and
Indefinite term since
President, CEO, U.S. Bancorp Fund Services, LLC
(age 68)
Chief Executive
September 2007.
(May 1991 to present).
615 E. Michigan Street
Officer
   
Milwaukee, WI 53202
     
       
Douglas G. Hess
President and
Indefinite term since
Senior Vice President, Compliance and
(age 48)
Principal Executive
June 2003.
Administration, U.S. Bancorp Fund Services, LLC
615 E. Michigan Street
Officer
 
(March 1997 to present).
Milwaukee, WI 53202
     
       
Cheryl L. King
Treasurer and
Indefinite term since
Vice President, Compliance and Administration,
(age 54)
Principal Financial
December 2007.
U.S. Bancorp Fund Services, LLC (October 1998
615 E. Michigan Street
Officer
 
to present).
Milwaukee, WI 53202
     
       
Kevin J. Hayden
Assistant
Indefinite term since
Assistant Vice President, Compliance and
(age 44)
Treasurer
September 2013.
Administration, U.S. Bancorp Fund Services, LLC
615 E. Michigan Street
   
(June 2005 to present).
Milwaukee, WI 53202
     
       
Albert Sosa
Assistant
Indefinite term since
Assistant Vice President, Compliance and
(age 45)
Treasurer
September 2013.
Administration, U.S. Bancorp Fund Services, LLC
615 E. Michigan Street
   
(June 2004 to present).
Milwaukee, WI 53202
     
       
Michael L. Ceccato
Vice President,
Indefinite term since
Senior Vice President, U.S. Bancorp Fund Services,
(age 58)
Chief Compliance
September 2009.
LLC (February 2008 to present).
615 E. Michigan Street
Officer and
   
Milwaukee, WI 53202
AML Officer
   



24

EDGAR LOMAX VALUE FUND

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited), continued
Name, Address
Position Held
Term of Office and
Principal Occupation
and Age
with the Trust
Length of Time Served
During Past Five Years
       
Jeanine M. Bajczyk, Esq.
Secretary
Indefinite term since
Senior Vice President and Counsel, U.S. Bancorp
(age 50)
 
September 2015.
Fund Services, LLC (May 2006 to present).
615 E. Michigan Street
     
Milwaukee, WI 53202
     
       
Emily R. Enslow, Esq.
Assistant
Indefinite term since
Assistant Vice President, U.S. Bancorp Fund
(age 28)
Secretary
September 2015.
Services, LLC (July 2013 to present); Proxy Voting
615 E. Michigan Street
   
Coordinator and Class Action Administrator, Artisan
Milwaukee, WI 53202
   
Partners Limited Partnership (September 2012 to
     
July 2013); Legal Internship, Artisan Partners
     
Limited Partnership (February 2012 to September
     
2012); J.D. Graduate, Marquette University Law
     
School (2009 to 2012).
 
(1)
The Trustees of the Trust who are not “interested persons” of the Trust as defined under the 1940 Act (“Independent Trustees”).
(2)
As of October 31, 2015, the Trust was comprised of 46 active portfolios managed by unaffiliated investment advisors.  The term “Fund Complex” applies only to the Fund.  The Fund does not hold itself out as related to any other series within the Trust for investment purposes, nor does it share the same investment adviser with any other series.
(3)
“Other Directorships Held” includes only directorships of companies required to register or file reports with the SEC under the Securities Exchange Act of 1934, as amended, (that is, “public companies”) or other investment companies registered under the 1940 Act.
(4)
Mr. Redwine is an “interested person” of the Trust as defined by the 1940 Act.  Mr. Redwine is an interested Trustee of the Trust by virtue of the fact that he is an interested person of Quasar Distributors, LLC who acts as principal underwriter to the series of the Trust.
 
The Statement of Additional Information includes additional information about the Fund’s Trustees and Officers and is available, without charge, upon request by calling 1-866-205-0524.
 



25

EDGAR LOMAX VALUE 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.
 
26






(This Page Intentionally Left Blank.)
 

 




Advisor
The Edgar Lomax Company
6564 Loisdale Court, Suite 310
Springfield, VA 22150
www.edgarlomax.com

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

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

Transfer Agent
U.S. Bancorp Fund Services, LLC
615 East Michigan Street, 2nd Floor
Milwaukee, WI 53202
866-205-0524

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

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

 

This report is intended for the shareholders of the Fund and may not be used as sales literature unless preceded or accompanied by a current prospectus.  To obtain a free prospectus please call 1-866-205-0524.

ED-ANNUAL
 

Item 2. Code of Ethics.

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

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

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Trustees has determined that there is at least one audit committee financial expert serving on its audit committee.  Ms. Gail S. Duree is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N‑CSR.

Item 4. Principal Accountant Fees and Services.

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years.  “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.  “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit.  “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.  There were no “other services” provided by the principal accountant.  The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 
FYE  10/31/2015
FYE  10/31/2014
Audit Fees
$15,900
$15,400
Audit-Related Fees
N/A
N/A
Tax Fees
$3,300
$3,200
All Other Fees
N/A
N/A

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre‑approve all audit and non‑audit services of the registrant, including services provided to any entity affiliated with the registrant.

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

 
FYE  10/31/2015
FYE  10/31/2014
Audit-Related Fees
0%
0%
Tax Fees
0%
0%
All Other Fees
0%
0%

All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full‑time permanent employees of the principal accountant.

The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years.  The audit committee of the Board of Trustees has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

Non-Audit Related Fees
FYE  10/31/2015
FYE  10/31/2014
Registrant
N/A
N/A
Registrant’s Investment Adviser
N/A
N/A
 
Item 5. Audit Committee of Listed Registrants.

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

Item 6. Investments.

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

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees.

Item 11. Controls and Procedures.

(a)
The Registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended, (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934.  Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the fourth fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Exhibits.

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

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

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

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

SIGNATURES

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


(Registrant)  Advisors Series Trust                                                                                                                              

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

Date  1/6/16                                                                                                                              



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   1/6/16                                                                                                                              

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

Date   1/6/16                                                                                                                              

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