UNITED STATESSECURITIES 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, 5^th Floor

Milwaukee, WI 53202 (Name and address of agent for service)

(414) 765-6609

(Registrant's telephone number, including area code)

Date of fiscal year end:  February 29, 2016

Date of reporting period:  February 29, 2016

Item 1. Reports to Stockholders.

The American Trust

Allegiance Fund

One Court Street

Lebanon, New Hampshire  03766

ANNUAL REPORT

FOR THE YEAR ENDED

FEBRUARY 29, 2016

American Trust Allegiance Fund

April 2016

Dear Fellow Shareholders,

The world economy continues its slow mend since the financial crisis, with the United States the standout among developed country economies and with subpar growth elsewhere.  Markets continue to be roiled by collapsing commodity prices, notably oil and gas, as China transitions from an industrial/export-led model to a consumer economy.  Interest rates remain at rock bottom levels, even turning negative for government bonds from Europe and Japan.  And the U.S. stock market showed a very narrow breadth for most of 2015, led by a handful of very large internet stocks which pulled up market averages significantly.

Against this challenging backdrop, the American Trust Allegiance Fund (the “Fund”) has remained focused on quality companies bought at reasonable prices that we believe, in turn, should lead to solid long-term performance.  The Portfolio Manager’s Q&A section of this Annual Report discusses the Fund’s long-term approach in some detail.

For the fiscal year ended February 29, 2016, the Fund delivered a total return of -15.13%.  This compares to the -6.19% return recorded by the S&P 500® Index (“S&P 500”).  This underperformance relative to the S&P 500 is attributable to the following:

1)	The Fund’s high exposure to financials, at close to 20% for most of the year, was a casualty of on-going low interest rates.  In particular, insurance company shares were hurt.  We exited our insurance exposure toward the end of the year, with the exception of Berkshire Hathaway, Inc., which is broadly diversified beyond insurance.
2)	While the broader U.S. stock market declined, international stocks declined much more.  The MSCI EAFE and EEM indices, which respectively track international stocks from developed and emerging countries, posted declines of -15.2% and -23.4% for the 12 months ended February 2016.  The Fund invests both directly and indirectly in companies which have a large presence in international markets, including emerging market countries, which hurt performance relative to the S&P 500 even as it reduced risk through broader diversification.
3)	Our GARP (Growth At a Reasonable Price) investment discipline, which we strongly believe can deliver good relative performance through the course of a market cycle, did not fare as well during the recent period in which “momentum” stocks, such as the highly volatile internet and biotechnology sectors, continued to outperform the broader market.

While we were not happy to underperform the S&P 500 last year, we are confident in the companies in which we are invested in the Fund – and in the value we believe is inherent in their shares.  In this year’s Annual Report, we

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American Trust Allegiance Fund

invite you to share our confidence in these companies and their prospects through an “under the hood” look at the portfolio and the investment process.

Our invitation has three parts:  a) a statistical ‘snapshot’ of selected value and growth measures for the portfolio, the significance of which we will explain; b) an extended Question & Answer dialogue with the co-portfolio managers of the Fund which will give you a perspective on both the big picture investment opportunities in which we are investing as well as the security analysis which underpins our stock selections; and lastly, c) we stand ready to answer your questions on any and all stocks in the portfolio via email or through a telephone conversation.

The last part of our invitation is unusual, but is a hallmark of our firm and its philosophy.  Very few fund managers invite shareholders to call them directly, but we do!  As you read through the following sections of this report – the Fund Snapshot and the Portfolio Manager Q&A, please do call us if you have questions.  We always stand ready to talk about the Fund or its investments, or if you would like to discuss ways in which our investment advisory firm might be able to assist you more broadly.  While we know many of you personally, there are some we know less well and we would love to rectify that situation.

We appreciate your support of, and investment in, the American Trust Allegiance Fund.  Thank you and we look forward to sharing with you the good things that we expect for 2016 and beyond.

Sincerely yours,

Paul H. Collins	Carey Callaghan

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American Trust Allegiance Fund

Paul Collins is President of American Trust Investment Advisors (“ATIA”), the Advisor to the American Trust Allegiance Fund. He co-founded American Trust Company, the predecessor business to ATIA, in 1991, Mr. Collins worked in the Investment Division of The First Church of Christ, Scientist, Boston, Massachusetts for eight years. He then joined State Street Bank as a Senior Trust Officer. He also served on State Street’s Investment Policy Committee. Besides managing over three hundred trusts, Mr. Collins also managed the investments of four of State Street’s common trust funds. He graduated from Ohio Wesleyan University with a major in Economics.

Carey Callaghan is Chief Investment Officer at ATIA. He was previously with Goldman Sachs for eleven years and Lehman Brothers for eight years. He graduated from Dartmouth College in 1983 with a major in economics and environmental studies and received an M.B.A. in 1988 from Columbia. He served as both a research analyst and Research Director while on Wall Street, and covered numerous industries. He was rated a top analyst by Institutional Investor and Greenwich Associates in several categories in both the U.S. and Latin America.

FUND STATISTICAL SNAPSHOT

While the investing world is classically divided between “growth” and “value” in terms of investment style, we have a GARP (Growth At a Reasonable Price) investment discipline that combines elements of both.  We want to invest in companies that are growing sales and earnings at a robust pace, but we do not want to “pay” too much for the shares of these companies.

Shown below are relevant valuation and growth statistics for the Fund as compared to the S&P 500.  The first four measures are valuation measures (see definitions below if you are unfamiliar with what these mean).  For these four valuation measures, a lower number represents a ‘less expensive’ stock, all else being equal.  The fifth measure is the dividend yield, where a higher number is favorable.  The last four rows pertain to growth – for earnings per share (future

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American Trust Allegiance Fund

and historical), sales and cash flow.  For these four measures, a higher number is favorable.

A quick glance at the numbers below shows that, with a modest departure for long-term earnings growth, the Fund is invested in securities that on average are less expensive than the S&P 500 but have better growth characteristics.  We leave it to you to judge the magnitude of the difference and its potential, but we believe that the positioning of the Fund puts it in a relatively advantageous position.

Selected Valuation & Growth Measures at 12/31/15

	Allegiance Fund		S&P 500
Price/NTM Earnings		15.43	19.20
Price/Book		2.19	4.11
Price/Sales		1.21	2.09
Price/Cash Flow		8.18	13.67
Dividend Yield %		1.82	1.63
Long-Term Earnings Growth %		11.08	11.36
Historical Earnings Growth %		14.02	10.51
Sales Growth %		9.07	8.19
Cash-Flow Growth %		12.60	7.33

Source: American Trust Investment Advisors, FactSet, Morningstar

Price/NTM Earnings – Next Twelve Months price-to-earnings ratio is a commonly used way to assess how “expensive” a stock might be; the price of a share of stock divided by the expected earnings per share over the next twelve months; higher values are considered more expensive.

EPS – Earnings per share. The amount of money a company earns in a given period (typically a quarter or a year) for each share of the company.

Price/Book – The price-to-book ratio is a ratio used to compare a stock’s market value to its book value.  It is calculated by dividing the current closing price of the stock by the latest quarter’s book value per share; a lower Price/Book could mean the company is undervalued.

Price/Sales – The price-to-sales ratio is an indicator of the value placed on each dollar of a company’s sales or revenues. It can be calculated either by dividing the company’s market capitalization by its total sales over a 12-month period, or on a per-share basis by dividing the stock price by sales per share for a 12-month period; a low price/sales ratio could mean undervaluation.

Price/Cash Flow – The price-to-cash flow ratio is a ratio used to compare a company’s market value to its cash flow. It is calculated by dividing the company’s market cap by the company’s operating cash flow in the most recent fiscal year (or the most recent four fiscal quarters); or, equivalently, divide the per-share stock price by the per-share operating cash flow; a low, single-digit ratio may indicate the stock is undervalued.

Dividend Yield % – Dividend Yield percentage is a financial ratio that indicates how much a company pays out in dividends each year relative to its share price. Dividend yield is represented as a percentage and calculated by dividing the dollar value of

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American Trust Allegiance Fund

dividends paid in a given year per share of stock held by the dollar value of one share of stock. Dividend yield is a way to measure how much cash flow you are getting for each dollar invested in an equity position.

Long-Term Earnings % – Earnings are what’s left of a firm’s revenues after it pays all of its expenses, costs, and taxes. Projected earnings growth is an estimate of a company’s expected long-term growth in earnings; companies whose earnings grow faster than those of their industry peers usually see better price performance for their stocks.

Historical Earnings % – The historical earnings growth rate for a stock is a measure of how the stock’s earnings per share (“EPS”) have grown over the last five years. The historical earnings growth rate can tell investors how quickly a company’s profits are growing. A company may increase its earnings per share by increasing its sales, decreasing its costs, or reducing the number of shares outstanding in the marketplace.

Sales Growth % – Sales growth shows the rate of increase in a company’s sales per share, based on up to four periodic time periods. It is considered the best gauge of how rapidly a company’s core business is growing and how quickly a company is increasing its revenues.

Cash-Flow Growth % – Cash-flow tells you how much cash a business is actually generating from its earnings before depreciation, amortization, and noncash charges. Sometimes called cash earnings, it’s considered a gauge of liquidity and solvency. Cash-flow growth shows the rate of increase in a company’s cash flow per share, based on up to four time periods.

MSCI Europe, Australasia, and Far East Index is an unmanaged market capitalization-weighted and free-float adjusted equity index comprising 22 developed market country indices excluding the U.S. and Canada. The index data used is net of foreign tax withholding but assumes reinvestment of net dividends.

MSCI Emerging Markets Index is an unmanaged market capitalization-weighted and free-float adjusted equity index comprising 21 emerging market country indices excluding the U.S. and Canada. The index data used is net of foreign tax withholding but assumes reinvestment of net dividends.

Portfolio Managers’ Q & A Session

A discussion with Paul Collins and Carey Callaghan, co-portfolio managers of the American Trust Allegiance Fund.

Q:  2017 will mark the twentieth year since inception of the Fund. What lessons have you learned about fund management and investing in general over this period?

A:  (Paul) – The Fund has sought growth opportunities since its inception. We had a strong start in the first three years – owing in part to an overweight position in technology – followed by a couple of rough years and then a nice recovery. The lesson was one of humility, but it also taught us the importance of prudent diversification despite the strong or weak performance of any one sector of stocks.

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American Trust Allegiance Fund

One of the takeaways was stressing the importance of buying high quality companies, with sound management teams, and good long-term growth prospects.  We also learned the importance of conviction.  But you can’t have conviction without having a set of beliefs.  Our core investment beliefs are: a long-term, global perspective; insightful, in-depth research; value as a performance driver; and the importance of independent thinking.  These beliefs inform our investment process.

Q:  What is your investment process?

A:  (Paul) – As a socially responsible fund, screening out companies that don’t meet our industry screens – specifically those involved in alcohol, tobacco, gaming, pharmaceuticals and medical devices – is of course a part of what we do. From an investment standpoint, it is a reflexive process between the bottom up, (starting with individual stocks) and the top down, (starting with macro-economic data such as inflation, economic growth and employment trends).

A:  (Carey) – From a bottom up perspective, we use fundamental analysis when researching potential investment candidates. Sources of research include stock screening using a proprietary analytical framework and an extensive third-party database, meetings with corporate officers, financial and industry publications, annual reports, regulatory filings, corporate rating services, and third-party research.

When we do this work, we focus on three factors when thinking about specific stocks: (1) a compelling valuation, especially relative to the growth prospects and the company’s risk factors, (2) quality management, and (3) the existence of a catalyst to drive the stock price higher. The last of these is part science and part art. We look for companies where we believe the market may have ‘got it wrong.’ This might mean the market is not, in our opinion, fully appreciating growth potential, or is perhaps misunderstanding risk or the quality of the business.

Q:  What are some of the top down opportunities, and how do you identify them?

A:  (Paul) – Each year in January the Fund advisor, ATIA, hosts an online investment seminar where we identify 10 things that we believe are reshaping the investment landscape. This process creates a good discipline – causing us to focus intently on factors that are changing. This year, for instance, we discussed the impact that lower oil prices are having on various sectors, the rise of smart cars and possible impact for automotive suppliers, the upcoming election, limits to Moore’s Law and what that might mean for semiconductor equipment companies, the phenomenon of cord cutting and its impact on media companies, and a few others.

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American Trust Allegiance Fund

A:  (Carey) – Challenges in the semiconductor industry are a good example. Smaller semiconductor size is pushing the limits of what is physically possible in chips, raising the cost to prohibitive levels in which fewer companies can afford to compete. This is resulting in some creative but expensive approaches to increasing transistor density, such as stacking the chips on top of each other and making them as skinny as possible. We believe this makes these cyclical stocks particularly interesting. They are off their cyclical peaks, in terms of orders, and are trading at valuation levels well below the semiconductor equipment companies they serve, even though they have comparable growth prospects. Until very recently, the semiconductor equipment companies were trading at a premium to the semiconductor companies themselves. The Fund’s positions in Applied Materials, Inc. and Lam Research Corp. (“Lam Research”) are fundamentally based on this thesis.

Q:  What’s going on with cord cutting?

A:  (Paul) – Well, you might think that you would be able to save a lot of money by switching from a traditional TV subscription, such as cable, to internet-based viewing. In fact, a rising proportion of people are doing just this, and it has been a huge concern of investors in media stocks. We believe such concerns are over-blown, which creates an opportunity in our opinion.

A:  (Carey) – In August, 2015, investors in traditional media hit the panic button after the Walt Disney Company (“Disney”) announced that ESPN subscriptions had slipped. In what the media themselves described as a “media meltdown,” shares of Disney, CBS Corp., Time Warner Inc. and Viacom Inc. all sold off significantly. We took this as an opportunity to establish a position for the Fund in Disney. This sort of investing, where we believe we have a differentiated view and the market is overreacting, is in our opinion increasingly an opportunity in a market that is overall not inexpensive.

Q:  What were some of the changes that you made to the Fund during the year?

A:  (Carey) – In addition to adding Disney and Lam Research to the portfolio, we established a position in Southwest Airlines Co. as a beneficiary of lower oil prices, we swapped out of Tupperware Brands Corp. and into Whole Foods Market, Inc. after a selloff in the shares of the latter, and also to reposition the portfolio with more of a U.S. focus. We also invested in Infineon Technologies AG to potentially benefit from the smart car trend, and we increased our exposure to transportation through FedEx Corp. and through WABCO Holdings, Inc. – a truck components and electronics supplier. Toward the end of the year, we sold our position in Kinder Morgan, Inc., which turned out to be a significant disappointment.

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American Trust Allegiance Fund

Q:  Although the Fund is currently mostly domestic, it also invests internationally. What is your view of the U.S. versus international investing?

A:  (Paul) – We believe it is important to invest internationally in order to diversify our portfolio, but also in order to capitalize on growth opportunities as emerging areas of the world catch up with the developed nations. In the current environment however, there are significant risks associated with the slowing Chinese economy and the outlook is dimmed for a number of other emerging nations beyond just China. Accordingly, we are investing less overseas than we have in prior years. But we still own a number of international stocks.

A:  (Carey) – In an effort to partially mitigate the risk, our investment strategy has centered on investing in companies with a meaningful presence in higher growth economies such as those of many emerging market countries. These multinational companies, many based in the U.S., offer the advantages of very professional management, U.S. dollar denominated accounts, and arguably superior accounting, listing and regulatory requirements. We continue to invest in these companies, as well as selected international companies.

Q:  What is your investment outlook?

A:  (Paul) – Stocks are not inexpensive at current levels (as of early April 2016), but they are cheaper and better than bonds in our opinion. Accordingly, we believe that investors will continue to focus on stock market investing to provide both growth and income for their portfolios. Given strong central bank action in Europe, we believe that Europe’s growth may accelerate, which together with 2–3% growth in the U.S. economy, along with a still expanding China, should be an overall decent backdrop for continued earnings growth.

A: (Carey) – At the current market P/E (price-to-earnings ratio), we are dependent on earnings growth to propel the market upward in our opinion. While the still relatively strong dollar is a headwind for some companies, others will benefit from lower oil prices, technological innovation, new product introductions, and new ways of doing business. We remain constructive on the outlook for stocks but our expectations for 2016 in terms of total return are modest.

We invite you to please contact us if you have questions about the investments in the Fund, or if you would like to simply discuss our outlook (800-788-7285).

Past performance is not a guarantee of future results.

Must be preceded or accompanied by a prospectus.

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American Trust Allegiance Fund

Opinions expressed are those of American Trust Investment Advisors, LLC, the Fund’s investment adviser, are subject to change at any time, are not guaranteed and should not be considered investment advice or a recommendation to buy or sell any security.

Mutual fund investing involves risk. Principal loss is possible. The Fund’s socially responsible policy could cause it to make or avoid investments that could result in the portfolio under-performing similar funds that do not have similar policies.  The Fund may invest in small- and medium-capitalization companies, which tend to have limited liquidity and greater price volatility than larger-capitalization companies.  The Fund invests in foreign securities, which are subject to the risks of currency fluctuation, political and economic stability and differences in accounting standards.  These risks are greater in emerging markets.  The Fund may make short sales of securities, which involve the risk that losses may exceed the original amount invested.

The S&P 500® Index is an unmanaged index commonly used to measure performance of U.S. stocks.

It is not possible to directly invest in an index.

Growth stocks typically are more volatile than value stocks; however, value stocks have a lower expected growth rate in earnings and sales.

Fund holdings and sector allocations are subject to change at any time and should not be considered a recommendation to buy or sell any security.  Please refer to the Schedule of Investments for complete holdings.

P/E ratio – Price to earnings ratio.  A commonly used way to assess how ‘expensive’ a stock might be; the price of a share of stock divided by the expected earnings per share for the current fiscal year; higher values are considered more expensive.

The Fund is distributed by Quasar Distributors, LLC.

Diversification does not guarantee a profit or protect against a loss in declining markets.

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

Stocks are generally perceived to have more financial risk than bonds in that bond holders have a claim on firm operations or assets that is senior to that of equity holders. In addition, stock prices are generally more volatile than bond prices. Investments in debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. A stock may trade with more or less liquidity than a bond depending on the number of shares and bonds outstanding, the size of the company, and the demand for the securities. Similarly, the transaction costs involved in trading a stock may be more or less than a particular bond depending on the factors mentioned above and whether the stock or bond trades upon an exchange. Depending on the entity issuing the bond, it may or may or may not afford additional protections to the investor, such as a guarantee of return of principal by a government or bond insurance company. There is typically no guarantee of any kind associated with the purchase of an individual stock. Bonds are often owned by individuals interested in current income while stocks are generally owned by individuals seeking price appreciation with income a secondary concern. The tax treatment of returns of bonds and stocks also differs given differential tax treatment of income versus capital gain.

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American Trust Allegiance Fund

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

American Trust Allegiance Fund vs the S&P 500^® Index

for the 10-year period ending February 29, 2016

Average Annual Total Return:	1 Year	5 Years*	10 Years*
American Trust Allegiance Fund	-15.13%	4.86%	4.28%
S&P 500® Index	-6.19%	10.13%	6.44%

Performance data quoted represents past performance; 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 1-800-385-7003.

The performance data and graph do not reflect the deduction of taxes that a shareholder may pay on dividends, capital gain distributions, or redemption of Fund shares.  Returns reflect the reinvestment of dividends and capital gains.  Investment performance reflects fee waivers in effect.  In the absence of such waivers, total return would be reduced.  Indices do not incur expenses and are not available for investment.

The Fund may invest in small- and medium-capitalization companies, which tend to have limited liquidity and greater price volatility than large-capitalization companies.

The S&P 500® Index is an unmanaged capitalization-weighted index of 500 stocks designed to represent the broad domestic economy.

* Average annual total return represents the average change in account value over the periods indicated.

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American Trust Allegiance Fund

EXPENSE EXAMPLE at February 29, 2016 (Unaudited)

As a shareholder of a 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 (9/1/15 – 2/29/16).

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 1.45% per the operating expenses limitation agreement. 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 this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any 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.

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American Trust Allegiance Fund

EXPENSE EXAMPLE at February 29, 2016 (Unaudited), Continued

	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During Period
	9/1/15	2/29/16	9/1/15 – 2/29/16*
Actual	$1,000.00	$   909.00	$6.88
Hypothetical (5% return	$1,000.00	$1,017.65	$7.27
before expenses)

* Expenses are equal to the Fund’s annualized expense ratio of 1.45%, multiplied by the average account value over the period, multiplied by 182 (days in most recent fiscal half-year)/366 days to reflect the one-half year expense.

SECTOR ALLOCATION OF PORTFOLIO ASSETS

at February 29, 2016 (Unaudited)

Percentages represent market value as a percentage of total investments.

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American Trust Allegiance Fund

SCHEDULE OF INVESTMENTS at February 29, 2016

Shares		COMMON STOCKS: 97.41%	Value
		Administrative Support and Services: 1.57%
	8,510	PayPal Holdings, Inc.*	$	324,571
		Air Transportation: 3.79%
	18,640	Southwest Airlines Co.		781,948
		Animal Production and Aquaculture: 0.70%
	25,560	JBS SA - ADR		144,670
		Apparel Manufacturing: 6.56%
	28,120	Burberry Group PLC - ADR		516,002
	12,860	VF Corp.		837,315
				1,353,317
		Broadcasting (except Internet): 8.26%
	8,940	Comcast Corp. - Class A		516,106
	14,700	Liberty Global PLC - Class A*#		541,548
	6,750	The Walt Disney Co.		644,760
				1,702,414
		Chemical Manufacturing: 3.79%
	3,420	Colgate-Palmolive Co.		224,489
	5,470	Praxair, Inc.		556,791
				781,280
		Clothing and Clothing Accessories Stores: 2.03%
	14,710	Hanesbrands, Inc.		419,088
		Computer and Electronic
		Product Manufacturing: 10.12%
	6,115	Apple, Inc.		591,259
	21,570	Cisco Systems, Inc.		564,703
	31,770	Infineon Technologies AG - ADR		387,912
	6,570	IPG Photonics Corp.*		541,762
				2,085,636
		Construction of Buildings: 2.19%
	10,760	Lennar Corp. - Class A		451,274
		Couriers and Messengers: 1.71%
	2,580	FedEx Corp.		353,151
		Credit Intermediation and
		Related Activities: 3.66%
	9,280	The PNC Financial Services Group, Inc.		754,557

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

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American Trust Allegiance Fund

SCHEDULE OF INVESTMENTS at February 29, 2016, Continued

Shares			Value
		Electrical Equipment, Appliance,
		and Component: 1.96%
	2,600	Whirlpool Corp.	$	403,832
		Food and Beverage Stores: 3.33%
	21,900	Whole Foods Market, Inc.		685,689
		Food Manufacturing: 6.48%
	5,361	Gruma, S.A.B. de C.V. - ADR		339,941
	5,980	Mondelez International, Inc. - Class A		242,369
	10,840	Post Holdings, Inc.*		752,946
				1,335,256
		Insurance Carriers and Related Activities: 4.18%
	6,420	Berkshire Hathaway, Inc. - Class B*		861,372
		Leather and Allied
		Product Manufacturing: 1.44%
	4,820	Nike, Inc. - Class B		296,864
		Machinery Manufacturing: 9.51%
	20,770	Applied Materials, Inc.		391,930
	3,260	Cummins, Inc.		318,078
	25,230	FANUC Corp. - ADR		617,631
	8,620	Lam Research Corp.		631,846
				1,959,485
		Nonstore Retailers: 0.98%
	8,510	eBay, Inc.*		202,538
		Paper Manufacturing: 1.17%
	19,550	Graphic Packaging Holding Co.		241,052
		Petroleum and Coal
		Products Manufacturing: 3.65%
	9,470	Phillips 66		751,823
		Plastics and Rubber
		Products Manufacturing: 1.93%
	13,210	The Goodyear Tire & Rubber Co.		397,885
		Professional, Scientific, and
		Technical Services: 0.69%
	4,000	Verint Systems, Inc.*		142,120
		Publishing Industries (Except Internet): 3.17%
	12,830	Microsoft Corp.		652,791

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

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American Trust Allegiance Fund

SCHEDULE OF INVESTMENTS at February 29, 2016, Continued

Shares			Value
		Real Estate: 0.87%
	7,096	CBRE Group, Inc. - Class A*	$	180,309
		Rental and Leasing Services: 2.39%
	13,810	AerCap Holdings NV*#		493,431
		Securities, Commodity Contracts,
		and Other Financial Investments and
		Related Activities: 1.95%
	8,750	Oaktree Capital Group, LLC - Class A*		401,625
		Support Activities for Mining: 1.71%
	4,920	Schlumberger Ltd.#		352,862
		Telecommunications: 2.08%
	4,640	American Tower Corp.		427,808
		Transportation Equipment
		Manufacturing: 3.18%
	6,960	WABCO Holdings, Inc.*		656,328
		Utilities: 2.36%
	5,030	Sempra Energy		485,445
		TOTAL COMMON STOCKS (Cost $18,847,051)		20,080,421
		SHORT-TERM INVESTMENTS: 2.84%
	586,302	Fidelity Institutional Money Market
		Government Portfolio - Class I, 0.21%†		586,302
		TOTAL SHORT-TERM INVESTMENTS
		(Cost $586,302)		586,302
		Total Investments in Securities
		(Cost $19,433,353): 100.25%		20,666,723
		Liabilities in Excess of Other Assets: (0.25)%		(52,539	)
		Net Assets: 100.00%	$	20,614,184

*	Non-income producing security.
#	U.S. traded security of a foreign issuer.
†	Rate shown is the 7-day annualized yield as of February 29, 2016.

ADR - American Depository Receipt

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

16

American Trust Allegiance Fund

STATEMENT OF ASSETS AND LIABILITIES at February 29, 2016

ASSETS
Investments in securities, at value (cost $19,433,353)	$	20,666,723
Receivables:
Securities sold		465,888
Dividends and interest		19,260
Dividend tax reclaim		4,343
Prepaid expenses		8,793
Total assets		21,165,007
LIABILITIES
Payables:
Securities purchased		467,813
Fund shares redeemed		17,831
Due to advisor		6,209
Administration fees		9,528
Audit fees		19,200
Transfer agent fees and expenses		11,091
Fund accounting fees		7,030
Legal fees		1,322
Custody fees		768
Shareholder reporting		6,595
Chief Compliance Officer fee		2,250
Accrued other expenses		1,186
Total liabilities		550,823
NET ASSETS	$	20,614,184
Net asset value, offering and redemption price
per share [$20,614,184/ 936,420 shares
outstanding; unlimited number
of shares (par value $0.01) authorized]	$	22.01
COMPONENTS OF NET ASSETS
Paid-in capital	$	20,120,576
Accumulated net realized loss on investments		(739,762	)
Net unrealized appreciation on investments		1,233,370
Net assets	$	20,614,184

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

17

American Trust Allegiance Fund

STATEMENT OF OPERATIONS

For the Year Ended February 29, 2016

INVESTMENT INCOME
Income
Dividends (net of foreign tax withheld
and issuance fees of $7,629)	$	321,186
Interest		479
Total income		321,665
Expenses
Advisory fees (Note 4)		223,826
Administration fees (Note 4)		47,161
Transfer agent fees and expenses (Note 4)		44,455
Fund accounting fees (Note 4)		27,965
Registration fees		19,518
Audit fees		19,207
Legal fees		13,217
Reports to shareholders		11,207
Trustee fees		9,291
Chief Compliance Officer fee (Note 4)		8,363
Custody fees (Note 4)		5,623
Miscellaneous expense		3,992
Insurance expense		2,177
Total expenses		436,002
Less: advisory fee waiver (Note 4)		(94,372	)
Net expenses		341,630
Net investment loss		(19,965	)
REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS
Net realized gain on investments		347,013
Net change in unrealized
appreciation on investments		(4,064,844	)
Net realized and unrealized
loss on investments		(3,717,831	)
Net decrease in net assets
resulting from operations	$	(3,737,796	)

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

18

American Trust Allegiance Fund

STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended			Year Ended
	February 29, 2016			February 28, 2015
INCREASE/(DECREASE) IN NET ASSETS FROM:
OPERATIONS
Net investment income/(loss)	$	(19,965	)	$	5,742
Net realized gain on investments		347,013			1,613,894
Net change in unrealized
appreciation on investments		(4,064,844	)		617,688
Net increase/(decrease) in net
assets resulting from operations		(3,737,796	)		2,237,324
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income		(363,856	)		(28,868	)
From net realized gain on investments		(1,541,122	)		(853,817	)
Total distributions		(1,904,978	)		(882,685	)
CAPITAL SHARE TRANSACTIONS
Net increase in net assets derived from
net change in outstanding shares (a)		1,010,862			1,035,190
Total increase/(decrease) in
net assets		(4,631,912	)		2,389,829
NET ASSETS
Beginning of year		25,246,096			22,856,267
End of year	$	20,614,184		$	25,246,096
Includes undistributed net
investment loss of	$	—		$	(24,215	)

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

	Year Ended						Year Ended
	February 29, 2016						February 28, 2015
	Shares			Paid-in Capital			Shares			Paid-in Capital
Shares sold		65,696		$	1,637,480			81,550		$	2,229,399
Shares issued in
reinvestment of
distributions		62,511			1,490,889			27,019			691,691
Shares redeemed		(83,403	)		(2,117,507	)		(68,212	)		(1,885,900	)
Net increase		44,804		$	1,010,862			40,357		$	1,035,190

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

19

American Trust Allegiance Fund

FINANCIAL HIGHLIGHTS

For a share outstanding throughout the year

	Year Ended
	2/29/16			2/28/15			2/28/14			2/28/13			2/29/12
Net asset value,
beginning of year	$	28.31		$	26.85		$	23.26		$	21.55		$	20.47
Income from
investment operations:
Net investment income		0.01			0.01			0.04			0.02			0.04
Net realized and
unrealized gain/(loss)
on investments		(4.12	)		2.46			4.49			1.71			1.07
Total from
investment operations		(4.11	)		2.47			4.53			1.73			1.11
Less distributions:
From net
investment income		(0.42	)		(0.03	)		(0.07	)		(0.02	)		(0.03	)
From net realized
gain on investments		(1.77	)		(0.98	)		(0.87	)		—			—
Total distributions		(2.19	)		(1.01	)		(0.94	)		(0.02	)		(0.03	)
Net asset value, end of year	$	22.01		$	28.31		$	26.85		$	23.26		$	21.55
Total return		-15.13	%		9.62	%		19.64	%		8.04	%		5.44	%
Ratios/supplemental data:
Net assets, end
of year (thousands)	$	20,614		$	25,246		$	22,856		$	19,679		$	17,754
Ratio of expenses to
average net assets:
Before fee waiver		1.85	%		1.79	%		1.88	%		1.94	%		2.04	%
After fee waiver		1.45	%		1.45	%		1.45	%		1.45	%		1.45	%
Ratio of net investment
income/(loss) to average
net assets:
Before fee waiver		(0.48	)%		(0.32	)%		(0.29	)%		(0.40	)%		(0.39	)%
After fee waiver		(0.08	)%		0.02	%		0.14	%		0.09	%		0.20	%
Portfolio turnover rate		40.60	%		50.95	%		48.03	%		50.66	%		48.59	%

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

20

American Trust Allegiance Fund

NOTES TO FINANCIAL STATEMENTS at February 29, 2016

NOTE 1 – ORGANIZATION

The American Trust Allegiance Fund (the “Fund”) is a diversified series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940 (the “1940 Act”) as an open-end management investment company. The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 “Financial Services – Investment Companies”. The investment objective of the Fund is to seek capital appreciation.  The Fund began operations on March 11, 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 open tax years 2013 – 2015, or expected to be taken in the Fund’s 2016 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.	Security Transactions, Income and Distributions:  Security transactions are accounted for on the trade date. Realized gains and losses on securities sold are calculated on the basis of first in, first out.  Interest income is recorded on an accrual basis.  Dividend income and distributions to shareholders are recorded on the ex-dividend date.  Withholding taxes

21

American Trust Allegiance Fund

NOTES TO FINANCIAL STATEMENTS at February 29, 2016, Continued

	on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.
	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 differ from accounting principles generally accepted in the United States of America. To the extent these book/tax differences are permanent, such amounts are reclassified within the capital accounts based on their Federal tax treatment.
D.	Reclassification of Capital Accounts: Accounting principles generally accepted in the United States of America require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting.  These reclassifications have no effect on net assets or net asset value per share.
	For the year ended February 29, 2016, the Fund made the following permanent tax adjustments on the statement of assets and liabilities:

Undistributed	Accumulated
Net Investment	Net Realized	Paid-in
Income/(Loss)	Gain/(Loss)	Capital
$408,036	$(456,581)	$48,545

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.

22

American Trust Allegiance Fund

NOTES TO FINANCIAL STATEMENTS at February 29, 2016, Continued

F.	REITs:  The Fund may invest in real estate investment trusts (“REITs”) which pay dividends to their shareholders based upon available funds from operations.  It is quite common for these dividends to exceed the REITs’ taxable earnings and profits resulting in the excess portion 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: The Fund may invest up to 40% of its net assets in securities of foreign companies, including up to 30% of the Fund’s net assets in emerging markets, through U.S. listed securities, depository receipts or through purchases on foreign exchanges.  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.	Events Subsequent to the Fiscal Year End: In preparing the financial statements as of February 29, 2016, 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.

23

American Trust Allegiance Fund

NOTES TO FINANCIAL STATEMENTS at February 29, 2016, Continued

Level 2 –	Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 –	Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

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

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

Equity Securities:  The Fund’s investments are carried at fair value. Equity securities, including common stocks, that are primarily traded on a national securities exchange shall be valued at the last sale price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale on such day, at the mean between the bid and asked prices. Securities primarily traded in the NASDAQ Global Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price (“NOCP”). If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and asked prices. Over-the-counter securities which are not traded in the NASDAQ Global Market System shall be valued at the most recent sales price. Investments in open-end mutual funds are valued at their net asset value per share. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in level 1 of the fair value hierarchy.

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

The Board of Trustees (“Board”) has delegated day-to-day valuation issues to a Valuation Committee of the Trust which is comprised of representatives from U.S. Bancorp Fund Services, LLC, the Fund’s administrator.  The function of the

24

American Trust Allegiance Fund

NOTES TO FINANCIAL STATEMENTS at February 29, 2016, Continued

Valuation Committee is to value securities where current and reliable market quotations are not readily available or the closing price does not represent fair value by following procedures approved by the Board.  These procedures consider many factors, including the type of security, size of holding, trading volume and news events.  All actions taken by the Valuation Committee are subsequently reviewed and ratified by the Board.

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

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.  The following is a summary of the inputs used to value the Fund’s securities as of February 29, 2016:

	Level 1		Level 2		Level 3		Total
Common Stocks
Administrative Support
and Waste Management	$	324,571	$	—	$	—	$	324,571
Agriculture, Forestry,
Fishing, and Hunting		144,670		—		—		144,670
Construction		451,274		—		—		451,274
Finance and Insurance		2,017,554		—		—		2,017,554
Information		2,355,205		—		—		2,355,205
Manufacturing		9,510,935		—		—		9,510,935
Mining		1,104,685		—		—		1,104,685
Professional, Scientific,
and Technical Services		142,120		—		—		142,120
Real Estate, Rental,
and Leasing		1,101,548		—		—		1,101,548
Retail Trade		1,307,315		—		—		1,307,315
Transportation and
Warehousing		1,135,099		—		—		1,135,099
Utilities		485,445		—		—		485,445
Total Common Stocks		20,080,421		—		—		20,080,421
Short-Term Investments		586,302		—		—		586,302
Total Investment
in Securities	$	20,666,723	$	—	$	—	$	20,666,723

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 February 29, 2016, the end of the reporting period. 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 year ended February 29, 2016.

25

American Trust Allegiance Fund

NOTES TO FINANCIAL STATEMENTS at February 29, 2016, Continued

In May 2015, 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 February 29, 2016, American Trust Investment Advisors, LLC (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 monthly fee at the annual rate of 0.95% based upon the average daily net assets of the Fund. For the year ended February 29, 2016, the Fund incurred $223,826 in advisory fees.

The Fund is responsible for its own operating expenses.  The Advisor has agreed to reduce fees payable to it by the Fund and to pay Fund operating expenses to the extent necessary to limit the Fund’s total annual operating expenses (excluding acquired fund fees and expenses, taxes, interest expense and extraordinary expenses) to 1.45% of average daily net assets.  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 February 29, 2016, the Advisor reduced its fees in the amount of $94,372; no amounts were reimbursed to the Advisor.  Cumulative expenses subject to recapture pursuant to the aforementioned conditions amounted to $268,240 at February 29, 2016.  Cumulative expenses subject to recapture expire as follows:

26

American Trust Allegiance Fund

NOTES TO FINANCIAL STATEMENTS at February 29, 2016, Continued

Year	Amount
2017	$	91,336
2018		82,532
2019		94,372
	$	268,240

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.

For the year ended February 29, 2016, the Fund incurred the following expenses for administration, fund accounting, transfer agency, custody, and Chief Compliance Officer fees:

Administration	$	47,161
Fund Accounting		27,965
Transfer Agency (a)		24,279
Chief Compliance Officer		8,363
Custody		5,623

(a) Does not include out-of-pocket expenses

At February 29, 2016, 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:

Fund Administration	$	9,528
Fund Accounting		7,030
Transfer Agency (a)		6,083
Chief Compliance Officer		2,250
Custody		768

(a)  Does not include 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.

27

American Trust Allegiance Fund

NOTES TO FINANCIAL STATEMENTS at February 29, 2016, Continued

Certain officers of the Fund are also 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 February 29, 2016, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were $9,301,893 and $10,162,361, respectively.

NOTE 6 – LINE OF CREDIT

The Fund has a credit line in the amount of $575,000.  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 year ended February 29, 2016, the Fund did not draw upon the line of credit.

NOTE 7 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

Net investment income/(loss) and net realized gains/(losses) differ for financial statement and tax purposes due to differing treatments of wash sales and late-year losses.

The tax character of distributions paid during the year ended February 29, 2016 and the year ended February 28, 2015 was as follows:

	February 29, 2016		February 28, 2015
Ordinary income	$	382,405	$	37,864
Long-term capital gains		1,522,573		844,821

28

American Trust Allegiance Fund

NOTES TO FINANCIAL STATEMENTS at February 29, 2016, Continued

As of February 29, 2016, the components of accumulated earnings/(losses) on a tax basis were as follows:

Cost of investments (a)	$	19,433,353
Gross tax unrealized appreciation		2,836,055
Gross tax unrealized depreciation		(1,602,685	)
Net tax unrealized appreciation (a)		1,233,370
Undistributed ordinary income		—
Undistributed long-term capital gain		—
Total distributable earnings		—
Other accumulated gains/(losses)		(739,762	)
Total accumulated earnings/(losses)	$	493,608

(a) The book-basis and tax-basis net unrealized appreciation are the same.

At February 29, 2016, the Fund deferred, on a tax basis, post-October losses of $739,762.

NOTE 8 – PRINCIPAL RISKS

Below is a summary of some, but not all, of the principal risks of investing in the Fund, each of which may adversely affect the Fund’s net asset value and total return.  The Fund’s most recent prospectus provides further descriptions of the Fund’s investment objective, principal investment strategies and principal risks.

• Socially Responsible Investing Policy Risk.  The Fund’s portfolio is subject to socially responsible investment criteria.  As a result, the Fund may pass up opportunities to buy certain securities when it is otherwise advantageous to do so, or may sell securities for social reasons when it is otherwise disadvantageous to do so.

• Small- and Medium-Sized Company Risk.  Securities of companies with smaller market capitalizations tend to be more volatile and less liquid than larger market capitalization stocks.

• Foreign Securities Risk.  Foreign securities can be more volatile than domestic (U.S.) securities.  Securities markets of other countries are generally smaller than U.S. securities markets.  Many foreign securities may also be less liquid than U.S. securities, which could affect the Fund’s investments.  In addition, investments made in foreign currencies may be subject to the risk of currency devaluation or exchange rate risk.

29

American Trust Allegiance Fund

NOTES TO FINANCIAL STATEMENTS at February 29, 2016, Continued

• Emerging Markets Risk.  Investing in securities of issuers located in emerging markets poses greater risk of social, political and economic instability, which could affect the Fund’s investments.  Emerging market countries may have smaller securities markets and therefore less liquidity and greater price volatility than more developed markets.

• Sector Emphasis Risk.  The securities of companies in the same or related businesses, if comprising a significant portion of the Fund’s portfolio, could react in some circumstances negatively to market conditions, interest rates and economic, regulatory or financial developments and adversely affect the value of the portfolio to a greater extent than if such business comprised a lesser portion of the Fund’s portfolio.

30

American Trust Allegiance Fund

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees

Advisors Series Trust and

Shareholders of

The American Trust Allegiance Fund

We have audited the accompanying statement of assets and liabilities of The American Trust Allegiance Fund, a series of Advisors Series Trust (the “Trust”), including the schedule of investments, as of February 29, 2016, 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 February 29, 2016, by correspondence with the custodian and brokers. 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 American Trust Allegiance Fund as of February 29, 2016, 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

April 29, 2016

31

American Trust Allegiance Fund

NOTICE TO SHAREHOLDERS at February 29, 2016 (Unaudited)

For the year ended February 29, 2016, the Fund designated $382,405 and $1,522,573 as ordinary income and long-term capital gains, respectively, for purposes of the dividends paid deduction.

For the year ended February 29, 2016, 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 100.00%.

For corporate shareholders in the Fund, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the year ended February 29, 2016 was 90.10%.

The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Sections 871(k)(2)(C) for the Fund was 100.00%.

The percentage of taxable ordinary income distributions that are designated as interest related dividends under Internal Revenue Sections 871(k)(1)(C) for the Fund was 0.00%.

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 1-800-385-7003 or on the SEC’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 1-800-385-7003.  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 1-800-385-7003.

32

American Trust Allegiance 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
		Term of		Portfolios
		Office		in Fund	Other
	Position	and	Principal	Complex	Directorships
	Held	Length	Occupation	Overseen	Held During
Name, Address	with the	of Time	During Past	by	Past Five
and Age	Trust	Served	Five Years	Trustee(2)	Years(3)
Independent Trustees(1)
Gail S. Duree	Trustee	Indefinite	Director,	1	Trustee,
(age 69)		term;	Alpha Gamma		Advisors
615 E. Michigan Street		since	Delta Housing		Series Trust
Milwaukee, WI 53202		March	Corporation		(for series not
		2014.	(collegiate		affiliated with
			housing		the Fund);
			management)		Independent
			(2012 to present);		Trustee from
			Trustee and		1999 to 2012,
			Chair (2000 to		New Covenant
			2012), New		Mutual Funds
			Covenant		(an open-end
			Mutual Funds		investment
			(1999 to 2012);		company with
			Director and		4 portfolios).
			Board Member,
			Alpha Gamma
			Delta Foundation
			(philanthropic
			organization)
			(2005 to 2011).
George J. Rebhan	Trustee	Indefinite	Retired;	1	Trustee,
(age 81)		term;	formerly		Advisors
615 E. Michigan Street		since	President,		Series Trust
Milwaukee, WI 53202		May	Hotchkis and		(for series not
		2002.	Wiley Funds		affiliated with
			(mutual funds)		the Fund);
			(1985 to 1993).		Independent
					Trustee from
					1999 to 2009,
					E*TRADE
					Funds.

33

American Trust Allegiance Fund

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited), Continued

				Number of
		Term of		Portfolios
		Office		in Fund	Other
	Position	and	Principal	Complex	Directorships
	Held	Length	Occupation	Overseen	Held During
Name, Address	with the	of Time	During Past	by	Past Five
and Age	Trust	Served	Five Years	Trustee(2)	Years(3)
George T. Wofford	Trustee	Indefinite	Retired;	1	Trustee,
(age 76)		term;	formerly		Advisors
615 E. Michigan Street		since	Senior Vice		Series Trust
Milwaukee, WI 53202		February	President,		(for series not
		1997.	Federal Home		affiliated with
			Loan Bank of		the Fund).
			San Francisco.
Raymond B. Woolson	Trustee	Indefinite	President,	1	Trustee,
(age 57)		term*;	Apogee Group,		Advisors
615 E. Michigan Street		since	Inc. (financial		Series Trust
Milwaukee, WI 53202		January	consulting firm)		(for series not
		2016.	(1998 to present).		affiliated with
					the Fund);
					Independent
					Trustee,
					Doubleline
					Funds Trust
					(an open-end
					investment
					company with
					13 portfolios),
					Doubleline
					Equity Trust
					Funds,
					Doubleline
					Opportunistic
					Credit Fund
					and
					Doubleline
					Income
					Solutions
					Fund, from
					2010 to
					present.
Interested Trustee
Joe D. Redwine(4)	Interested	Indefinite	President,	1	Trustee,
(age 68)	Trustee	term;	CEO, U.S.		Advisors
615 E. Michigan Street		since	Bancorp Fund		Series Trust
Milwaukee, WI 53202		September	Services, LLC		(for series not
		2008.	(May 1991 to		affiliated with
			present).		the Fund).

34

American Trust Allegiance Fund

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited), Continued

		Term of
		Office
	Position	and
	Held	Length
Name, Address	with the	of Time	Principal Occupation
and Age	Trust	Served	During Past Five Years
Officers
Joe D. Redwine	Chairman	Indefinite	President, CEO, U.S. Bancorp Fund
(age 68)	and	term;	Services, LLC (May 1991 to present).
615 E. Michigan Street	Chief	since
Milwaukee, WI 53202	Executive	September
	Officer	2007.
Douglas G. Hess	President	Indefinite	Senior Vice President, Compliance and
(age 48)	and	term;	Administration, U.S. Bancorp Fund
615 E. Michigan Street	Principal	since	Services, LLC (March 1997 to present).
Milwaukee, WI 53202	Executive	June
	Officer	2003.
Cheryl L. King	Treasurer	Indefinite	Vice President, Compliance and
(age 54)	and	term;	Administration, U.S. Bancorp Fund
615 E. Michigan Street	Principal	since	Services, LLC (October 1998 to present).
Milwaukee, WI 53202	Financial	December
	Officer	2007.
Kevin J. Hayden	Assistant	Indefinite	Assistant Vice President, Compliance
(age 44)	Treasurer	term;	and Administration, U.S. Bancorp Fund
615 E. Michigan Street		since	Services, LLC (June 2005 to present).
Milwaukee, WI 53202		September
		2013.
Albert Sosa	Assistant	Indefinite	Assistant Vice President, Compliance
(age 45)	Treasurer	term;	and Administration, U.S. Bancorp Fund
615 E. Michigan Street		since	Services, LLC (June 2004 to present).
Milwaukee, WI 53202		September
		2013.
Michael L. Ceccato	Vice	Indefinite	Senior Vice President, U.S. Bancorp
(age 58)	President,	term;	Fund Services, LLC
615 E. Michigan Street	Chief	since	(February 2008 to present).
Milwaukee, WI 53202	Compliance	September
	Officer and	2009.
	AML Officer
Jeanine M. Bajczyk, Esq.	Secretary	Indefinite	Senior Vice President and Counsel,
(age 50)		term;	U.S. Bancorp Fund Services, LLC
615 E. Michigan Street		since	(May 2006 to present).
Milwaukee, WI 53202		September
		2015.

35

American Trust Allegiance Fund

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited), Continued

		Term of
		Office
	Position	and
	Held	Length
Name, Address	with the	of Time	Principal Occupation
and Age	Trust	Served	During Past Five Years
Emily R. Enslow, Esq.	Assistant	Indefinite	Assistant Vice President, U.S. Bancorp
(age 29)	Secretary	term;	Fund Services, LLC (July 2013 to
615 E. Michigan Street		since	present); Proxy Voting Coordinator and
Milwaukee, WI 53202		September	Class Action Administrator, Artisan
		2015.	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).

*	Under the Trust’s Agreement and Declaration of Trust, a Trustee serves during the continued lifetime of the Trust until he/she dies, resigns, is declared bankrupt or incompetent by a court of appropriate jurisdiction, or is removed, or, if sooner, until the election and qualification of his/her successor.  In addition, the Trustees have designated a mandatory retirement age of 75, such that each Trustee first elected or appointed to the Board after December 1, 2015, serving as such on the date he or she reaches the age of 75, shall submit his or her resignation not later than the last day of the calendar year in which his or her 75th birthday occurs.
(1)	The Trustees of the Trust who are not “interested persons” of the Trust as defined under the 1940 Act (“Independent Trustees”).
(2)	As of February 29, 2016, the Trust is comprised of 48 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 1-800-385-7003.

36

American Trust Allegiance Fund

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited)

At a meeting held on December 2-3, 2015, the Board (which is comprised of five persons, four of whom are Independent Trustees as defined under the Investment Company Act of 1940, as amended), considered and approved the continuance of the investment advisory agreement (the “Advisory Agreement”) between Advisors Series Trust (the “Trust”) and American Trust Investment Advisors, LLC (the “Advisor”) for another annual term, for the American Trust Allegiance Fund (the “Fund”).  At this meeting, and at a prior meeting held on October 14-15, 2015, the Board received and reviewed substantial information regarding the Fund, the Advisor and the services provided by the Advisor to the Fund under the Advisory Agreement.  This information, together with the information provided to the Board throughout the course of the year, formed the primary (but not exclusive) basis for the Board’s determinations.  Below is a summary of the factors considered by the Board and the conclusions that formed the basis for the Board’s approval of the continuance of the Advisory Agreement:

1.

THE NATURE, EXTENT AND QUALITY OF THE SERVICES PROVIDED AND TO BE PROVIDED BY THE ADVISOR UNDER THE ADVISORY AGREEMENT.  The Board considered the nature, extent and quality of the Advisor’s overall services provided to the Fund as well as its responsibilities in all aspects of day-to-day investment management of the Fund.  The Board considered the qualifications, experience and responsibilities of the portfolio managers, as well as the responsibilities of other key personnel of the Advisor involved in the day-to-day activities of the Fund.  The Board also considered the resources and compliance structure of the Advisor, including information regarding its compliance program, its chief compliance officer, the Advisor’s compliance record, and the Advisor’s disaster recovery/business continuity plan.  The Board also considered the prior relationship between the Advisor and the Trust, as well as the Board’s knowledge of the Advisor’s operations, and noted that during the course of the prior year they had met with the Advisor in person to discuss Fund performance and investment outlook as well as various marketing and compliance topics, including the Advisor’s risk management process.  The Board concluded that the Advisor had the quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Advisory Agreement and that the nature, overall quality and extent of such management services are satisfactory.

2.

THE FUND’S HISTORICAL PERFORMANCE AND THE OVERALL PERFORMANCE OF THE ADVISOR.  In assessing the quality of the portfolio management delivered by the Advisor, the Board reviewed the short-term and long-term performance of the Fund as of June 30, 2015 on both an absolute basis, and in comparison to an appropriate securities

37

American Trust Allegiance Fund

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued

	benchmark and its peer funds utilizing Lipper and Morningstar classifications.  While the Board considered both short-term and long-term performance, it placed greater emphasis on longer term performance.  When reviewing performance against the comparative peer group universe, the Board took into account that the investment objective and strategies of the Fund, as well as its level of risk tolerance, may differ significantly from funds in the peer universe.
	The Board noted that the Fund’s performance, with regard to its Lipper comparative universe, was significantly below the peer group median for one-year, three-year and five-year periods and also below the peer group median for the ten-year period,  and reviewed the performance of the Fund against a broad-based securities market benchmark.
	The Board noted that the Fund’s performance, with regard to its Morningstar comparative universe, was below its peer group median for all relevant periods.
	The Board recognized that the Fund’s investments are subject to socially-responsible investment criteria as set forth in its prospectus that are generally stricter than employed by many of its competitors and that shareholders investing in the Fund accept and desire a fund employing such criteria, even if it may impact performance to a greater extent than other socially responsible funds.
3.	THE COSTS OF THE SERVICES TO BE PROVIDED BY THE ADVISOR AND THE STRUCTURE OF THE ADVISOR’S FEE UNDER THE ADVISORY AGREEMENT.  In considering the advisory fee and total fees and expenses of the Fund, the Board reviewed comparisons to the peer funds, as well as all expense waivers and reimbursements.  The Board noted that the Advisor did not manage any other accounts with a similar strategy.  The Board did consider the fees charged by the Advisor to its separate account clients who invest the equity portion of their separately managed accounts in the Funds and considered the Advisor’s description of the services it provides to separate account holders for that separate account fee.
	The Board noted that the Advisor had contractually agreed to maintain an annual expense ratio for the Fund of 1.45% (the “Expense Cap”).  The Board noted that the Fund’s total expense ratio and contractual advisory fee were each significantly above the peer group median and average, but when the Fund’s peer group was adjusted to include only funds with similar asset sizes, the Fund’s total expense ratio fell above the peer group median but below the peer group average.  The Board also noted that the

38

American Trust Allegiance Fund

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued

	contractual advisory fee was above the median and average of its peer group when adjusted to include only funds with similar asset sizes. The Board also considered that after advisory fee waivers and the payment of Fund expenses necessary to maintain the Expense Cap, the net advisory fees received by the Advisor from the Fund during the most recent fiscal period were below the peer group median and average and also below the peer group median and average when the Fund’s peer group was adjusted to include only funds with similar asset sizes.  As a result, the Trustees noted that the Fund’s expenses and net advisory fee were not unreasonable when compared to its peer group.
4.	ECONOMIES OF SCALE.  The Board also considered whether economies of scale were being realized by the Advisor that should be shared with shareholders.  The Board further noted that the Advisor has contractually agreed to reduce its advisory fees or reimburse Fund expenses so that the Fund does not exceed the specified Expense Cap.  The Board noted that at current asset levels it did not appear that there were additional significant economies of scale being realized by the Advisor and concluded that it would continue to monitor economies of scale in the future as circumstances changed and assuming asset levels continued to increase.  The Board also took into account the Advisor’s significant marketing efforts to increase Fund assets.
5.	THE PROFITS TO BE REALIZED BY THE ADVISOR AND ITS AFFILIATES FROM THEIR RELATIONSHIP WITH THE FUND.  The Board reviewed the Advisor’s financial information and took into account both the direct benefits and the indirect benefits to the Advisor from advising the Fund.  The Board noted that the Advisor maintained a modest balance sheet.  The Board considered the profitability to the Advisor from its relationship with the Fund and considered any additional benefits derived by the Advisor from its relationship with the Fund, including the receipt of additional separate account management fees from certain separately managed accounts that are also invested in the Fund.  The Board considered that the overall amount of this additional separate account fee was minimal and that the fee was for different services than those provided by the Advisor to the Fund.  The Board also considered that the Fund does not charge Rule 12b-1 fees or utilize “soft dollars,” although the Advisor does receive research from a broker that is available to any client with an account at such broker.  After such review, the Board determined that the profitability to the Advisor with respect to the Advisory Agreement was not excessive, and that the Advisor had maintained adequate profit levels to support the services it provides to the Fund.

39

American Trust Allegiance Fund

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued

No single factor was determinative of the Board’s decision to approve the continuance of the Advisory Agreement for the American Trust Allegiance Fund, but rather the Board based its determination on the total combination of information available to them.  Based on a consideration of all the factors in their totality, the Board determined that the advisory arrangement with the Advisor, including the advisory fees, was fair and reasonable.  The Board therefore determined that the continuance of the Advisory Agreement for the American Trust Allegiance Fund would be in the best interest of the Fund and its shareholders.

40

American Trust Allegiance 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 1-800-385-7003 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.

41

American Trust Allegiance 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.

(This Page Intentionally Left Blank.)

Advisor

American Trust Investment Advisors, LLC

One Court Street

Lebanon, NH  03766

(603) 448-6415

Distributor

Quasar Distributors, LLC

615 East Michigan Street

Milwaukee, WI  53202

Transfer Agent

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, WI  53202

(800) 385-7003

Custodian

U.S. Bank N.A.

1555 N. River Center Drive, Suite 302

Milwaukee, WI  53212

Independent Registered Public Accounting Firm

Tait, Weller & Baker LLP

1818 Market Street, Suite 2400

Philadelphia, PA  19103

Legal Counsel

Schiff Hardin LLP

666 Fifth Avenue, Suite 1700

New York, NY  10103

This report is intended for shareholders of the Fund and may not be used as sales literature unless preceded or accompanied by a current prospectus.  For a current prospectus please call 1-800-385-7003.

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  2/29/16	FYE  2/28/15
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  2/29/16	FYE  2/28/15
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 billedor 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  2/29/16	FYE  2/28/15
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  5/5/16

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  5/5/16

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

  Cheryl L. King, Treasurer

Date 5/5/16

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