N-CSRS 1 orinda-ncsrs.htm VIVALDI ORINDA MACRO OPPORTUNITIES FUND AND ORINDA INCOME OPPORTUNITIES FUND SEMIANNUAL REPORTS 8-31-16

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES




Investment Company Act file number 811-07959



Advisors Series Trust
(Exact name of registrant as specified in charter)



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


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



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



Date of fiscal year end: February 28, 2017



Date of reporting period:  August 31, 2016
 

 
Item 1. Reports to Stockholders.
 
 
 




VIVALDI ORINDA FUND



 
Semi-Annual Report
August 31, 2016



 
Vivaldi Orinda Macro Opportunities Fund
Class A Shares – OMOAX
Class I Shares – OMOIX
 
 




Table of Contents
 

 
Sector Allocation of Portfolio Assets
3
Schedule of Investments
4
Schedule of Securities Sold Short
9
Schedule of Options Written
12
Schedule of Futures Contracts
13
Financial Statements
 
Statement of Assets and Liabilities
14
Statement of Operations
15
Statements of Changes in Net Assets
16
Statement of Cash Flows
17
Financial Highlights
18
Notes to the Financial Statements
20
Expense Example
37
Notice to Shareholders
39
Privacy Notice
 Inside Back Cover
 
 

 



SECTOR ALLOCATION OF PORTFOLIO ASSETS
at August 31, 2016 (Unaudited)

 



Percentages represent market value as a percentage of net assets.
 
 
 
 
 

3


SCHEDULE OF INVESTMENTS
at August 31, 2016 (Unaudited)

COMMON STOCKS - 61.7%
 
Shares
   
Value
 
             
Consumer Discretionary - 18.3%
           
Bravo Brio Restaurant Group, Inc.^
   
85,970
   
$
404,059
 
Carmike Cinemas, Inc.^
   
27,878
     
894,605
 
CBS Corp.
   
2,121
     
108,235
 
CST Brands, Inc.
   
19,435
     
929,187
 
Entravision Communications Corp.
   
16,454
     
123,734
 
Gentex Corp.
   
3,832
     
68,171
 
Graham Holdings Co.
   
260
     
127,491
 
Imvescor Restaurant Group, Inc.^†
   
826,075
     
1,933,850
 
KB Home
   
11,990
     
188,243
 
Lennar Corp.
   
4,007
     
189,531
 
Loral Space & Communications, Inc.^
   
47,399
     
1,728,167
 
MDC Holdings, Inc.
   
7,323
     
191,204
 
Media General, Inc.^
   
8,263
     
146,007
 
Meredith Corp.
   
2,357
     
125,015
 
Nexstar Broadcasting Group, Inc.
   
33,164
     
1,748,406
 
Outerwall, Inc.
   
9,842
     
511,390
 
PulteGroup, Inc.
   
7,643
     
163,331
 
Sinclair Broadcast Group, Inc. - Class A
   
8,809
     
250,880
 
Sizmek, Inc.^
   
15,263
     
59,068
 
Skullcandy, Inc.^
   
1,982
     
12,526
 
Starwood Hotels & Resorts Worldwide, Inc.
   
46,787
     
3,624,121
 
Starz^
   
63,186
     
1,970,771
 
TEGNA, Inc.
   
10,463
     
211,981
 
The Children’s Place, Inc.
   
1,699
     
138,299
 
The E.W. Scripps Co.^
   
11,089
     
188,402
 
Tribune Media Co.
   
5,896
     
224,520
 
             
16,261,194
 
Consumer Staples - 2.5%
               
Cal-Maine Foods, Inc.
   
2,878
     
132,216
 
Darling Ingredients, Inc.^
   
97,198
     
1,368,548
 
The WhiteWave Foods Co.^
   
13,224
     
733,006
 
             
2,233,770
 
Energy - 0.4%
               
Transocean Partners LLC†
   
29,880
     
336,150
 
                 
Financials - 6.2%
               
BofI Holding, Inc.^
   
5,751
     
123,646
 
Conifer Holdings, Inc.^
   
49,669
     
376,491
 

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

4


SCHEDULE OF INVESTMENTS (Continued)
at August 31, 2016 (Unaudited)

COMMON STOCKS - 61.7% (Continued)
 
Shares
   
Value
 
             
Financials - 6.2% (Continued)
           
Currency Exchange International Corp.^†
   
31,308
   
$
631,460
 
National Interstate Corp.
   
24,206
     
787,421
 
Suffolk Bancorp
   
29,053
     
1,027,024
 
Tetragon Financial Group Ltd.†
   
186,741
     
2,022,405
 
WhiteHorse Finance, Inc.
   
47,218
     
545,840
 
             
5,514,287
 
Health Care - 4.9%
               
Amgen, Inc.
   
1,846
     
313,931
 
Biogen, Inc.^
   
414
     
126,531
 
Gilead Sciences, Inc.
   
2,658
     
208,334
 
Imprivata, Inc.^
   
18,683
     
358,900
 
Johnson & Johnson
   
1,920
     
229,133
 
Medivation, Inc.^
   
25,141
     
2,025,359
 
Molina Healthcare, Inc.^
   
2,328
     
125,270
 
Relypsa, Inc.^
   
27,876
     
891,753
 
Sequenom, Inc.^
   
42,635
     
101,897
 
             
4,381,108
 
Industrials - 1.9%
               
Huntington Ingalls Industries, Inc.
   
1,109
     
183,173
 
Northrop Grumman Corp.
   
725
     
153,751
 
Raytheon Co.
   
1,174
     
164,513
 
Virgin America, Inc.^
   
21,880
     
1,218,497
 
             
1,719,934
 
Information Technology - 24.6%
               
Adobe Systems, Inc.^
   
1,350
     
138,118
 
Alphabet, Inc.^
   
331
     
253,894
 
Apple, Inc.
   
1,765
     
187,266
 
AVG Technologies NV^†
   
57,429
     
1,427,685
 
Check Point Software Technologies Ltd.^†*
   
1,710
     
131,225
 
Cisco Systems, Inc.
   
6,309
     
198,355
 
CyberArk Software Ltd.^†
   
2,665
     
140,712
 
EMC Corp.
   
90,366
     
2,619,710
 
F5 Networks, Inc.^
   
1,612
     
197,841
 
Fairchild Semiconductor International, Inc.^
   
86,757
     
1,726,464
 
FEI Co.
   
5,201
     
553,750
 
Fitbit, Inc.^
   
10,914
     
168,949
 
Fortinet, Inc.^
   
2,826
     
102,132
 

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

5


SCHEDULE OF INVESTMENTS (Continued)
at August 31, 2016 (Unaudited)

COMMON STOCKS - 61.7% (Continued)
 
Shares
   
Value
 
             
Information Technology - 24.6% (Continued)
           
Gigamon, Inc.^
   
2,070
   
$
91,494
 
inContact, Inc.^
   
27,826
     
386,503
 
International Business Machines Corp.
   
1,401
     
222,591
 
KLA-Tencor Corp.
   
50,805
     
3,518,754
 
LinkedIn Corp.^
   
9,883
     
1,904,948
 
NetApp, Inc.
   
5,628
     
194,673
 
NetSuite, Inc.^
   
11,267
     
1,226,976
 
NICE Systems Ltd. - ADR†
   
1,528
     
104,561
 
NVIDIA Corp.
   
8,287
     
508,325
 
QUALCOMM, Inc.
   
1,789
     
112,832
 
Qualys, Inc.^
   
3,122
     
107,397
 
Rackspace Hosting, Inc.^
   
28,236
     
888,022
 
Rubicon Project, Inc.^
   
17,514
     
148,869
 
Synaptics, Inc.^
   
2,204
     
125,562
 
Twitter, Inc.^
   
27,355
     
525,490
 
Ubiquiti Networks, Inc.^
   
2,513
     
129,168
 
Vishay Precision Group, Inc.^
   
153,491
     
2,343,808
 
VMware, Inc.^
   
2,690
     
197,258
 
Yahoo!, Inc.^
   
28,587
     
1,222,094
 
             
21,805,426
 
Materials - 2.7%
               
AgroFresh Solutions, Inc.^
   
168,111
     
1,020,434
 
Barrick Gold Corp.†
   
6,139
     
104,424
 
Detour Gold Corp.^†
   
3,057
     
68,816
 
Franco-Nevada Corp.†
   
3,405
     
237,737
 
Goldcorp, Inc.†
   
7,021
     
107,000
 
Hecla Mining Co.
   
11,170
     
62,329
 
New Gold, Inc.^†
   
11,935
     
57,169
 
Newmont Mining Corp.
   
9,950
     
380,488
 
Pan American Silver Corp.†
   
4,304
     
74,933
 
Silver Standard Resources, Inc.^†
   
5,279
     
61,870
 
Silver Wheaton Corp.†
   
5,259
     
133,210
 
Yamana Gold, Inc.†
   
11,713
     
47,203
 
             
2,355,613
 
Telecommunication Services - 0.2%
               
Inteliquent, Inc.
   
9,286
     
154,519
 
TOTAL COMMON STOCKS (Cost $51,380,844)
           
54,762,001
 

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

6


SCHEDULE OF INVESTMENTS (Continued)
at August 31, 2016 (Unaudited)

PREFERRED STOCKS - 0.4%
 
Shares
   
Value
 
             
Financials - 0.1%
           
Eagle Point Credit Co., Inc.
   
2,500
   
$
64,625
 
                 
Health Care - 0.2%
               
AdCare Health Systems, Inc.
   
7,636
     
165,243
 
                 
Industrials - 0.1%
               
General Finance Corp.
   
1,000
     
89,750
 
TOTAL PREFERRED STOCKS (Cost $278,946)
           
319,618
 
                 
   
Principal 
     
CORPORATE BONDS - 1.4%
 
Amount
         
Era Group, Inc., 7.750%, 12/15/2022
 
$
1,500,000
     
1,271,250
 
TOTAL CORPORATE BONDS (Cost $1,262,135)
           
1,271,250
 
                 
EXCHANGE-TRADED FUNDS - 1.3%
 
Shares
         
Financial Select Sector SPDR Fund
   
5,356
     
131,544
 
ProShares Short Russell 2000^
   
13,100
     
714,605
 
SPDR S&P Bank ETF
   
3,895
     
133,014
 
SPDR S&P Regional Banking ETF
   
3,094
     
133,166
 
TOTAL EXCHANGE-TRADED FUNDS (Cost $1,200,735)
           
1,112,329
 
                 
CLOSED-END MUTUAL FUNDS - 1.6%
               
Medley Capital Corp.
   
117,469
     
888,066
 
Saratoga Investment Corp.
   
30,834
     
550,695
 
TOTAL CLOSED-END MUTUAL FUNDS (Cost $1,313,503)
           
1,438,761
 
                 
PURCHASED OPTIONS - 0.1%
 
Contracts
         
Put Options - 0.1%
               
Deutsche X-trackers Harvest CSI 300 China A-Shares ETF
               
  Expiration: January 2017, Exercise Price: $30.00
   
123
     
73,185
 
iShares MSCI South Korea Capped ETF
               
  Expiration: January 2017, Exercise Price: $48.00
   
140
     
9,170
 
SPDR S&P500 ETF Trust
               
  Expiration: September 2016, Exercise Price: $195.00
   
150
     
900
 
TOTAL PURCHASED OPTIONS (Cost $267,375)
           
83,255
 

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

7


SCHEDULE OF INVESTMENTS (Continued)
at August 31, 2016 (Unaudited)

SHORT-TERM INVESTMENTS - 31.5%
 
Shares
       
             
MONEY MARKET FUNDS - 31.5%
           
Morgan Stanley Institutional Liquidity Funds -
           
  Government Portfolio, 0.27%+
   
27,924,448
   
$
27,924,448
 
TOTAL SHORT-TERM INVESTMENTS
               
  (Cost $27,924,448)
           
27,924,448
 
TOTAL INVESTMENTS (Cost $83,627,986) - 98.0%
           
86,911,662
 
Other Assets in Excess of Liabilities - 2.0%
           
1,798,601
 
TOTAL NET ASSETS - 100.0%
         
$
88,710,263
 

Percentages are stated as a percent of net assets.
 
ADR - American Depositary Receipt
^
Non-income producing.
+
Variable-rate security.  The rate shown represents the fund’s 7-day yield as of August 31, 2016.
U.S. traded security of a foreign issuer or corporation.
*
All or a portion of the security has been segregated for open short positions.
 
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”).  GICS is a service mark of MSCI and S&P and has been licensed for use by US Bancorp Fund Services, LLC.
 




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

8


SCHEDULE OF SECURITIES SOLD SHORT
at August 31, 2016 (Unaudited)

COMMON STOCKS - 25.1%
 
Shares
   
Value
 
             
Consumer Discretionary - 7.4%
           
AMC Entertainment Holdings, Inc.
   
9,177
   
$
279,073
 
Cavco Industries, Inc.
   
1,665
     
174,109
 
Core-Mark Holding Co., Inc.
   
7,348
     
280,326
 
Goeasy Ltd.†
   
5,000
     
77,818
 
Lions Gate Entertainment Corp.†
   
42,865
     
898,450
 
Marriott International, Inc.
   
37,427
     
2,669,668
 
Melco Crown Entertainment Ltd. - ADR†
   
4,518
     
58,644
 
Netflix, Inc.
   
3,098
     
301,900
 
Penn National Gaming, Inc.
   
8,836
     
125,294
 
Pool Corp.
   
3,300
     
332,871
 
Scientific Games Corp.
   
13,284
     
109,593
 
Ulta Salon, Cosmetics & Fragrance, Inc.
   
1,402
     
346,588
 
Wayfair, Inc.
   
7,390
     
284,589
 
Wingstop, Inc.
   
15,800
     
478,582
 
Yum! Brands, Inc.
   
1,432
     
129,897
 
             
6,547,402
 
Consumer Staples - 1.1%
               
Amplify Snack Brands, Inc.
   
31,420
     
531,941
 
Blue Buffalo Pet Products, Inc.
   
11,180
     
288,220
 
The Kraft Heinz Co.
   
1,451
     
129,850
 
             
950,011
 
Energy - 2.2%
               
Apache Corp.
   
1,806
     
89,758
 
Bill Barrett Corp.
   
8,567
     
56,885
 
Carrizo Oil & Gas, Inc.
   
3,370
     
129,037
 
China Petroleum & Chemical Corp. - ADR†
   
2,215
     
158,085
 
Diamondback Energy, Inc.
   
979
     
93,250
 
Encana Corp.†
   
12,803
     
122,141
 
Halliburton Co.
   
2,079
     
89,418
 
Hess Corp.
   
1,680
     
91,224
 
Laredo Petroleum, Inc.
   
7,502
     
92,125
 
PetroChina Co. Ltd. - ADR†
   
2,383
     
157,421
 
Pioneer Natural Resources Co.
   
1,424
     
254,967
 
QEP Resources, Inc.
   
6,485
     
123,863
 
The Williams Companies, Inc.
   
4,576
     
127,853
 
Transocean Ltd.†
   
34,153
     
331,284
 
             
1,917,311
 

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

9


SCHEDULE OF SECURITIES SOLD SHORT (Continued)
at August 31, 2016 (Unaudited)

COMMON STOCKS - 25.1% (Continued)
 
Shares
   
Value
 
             
Financials - 3.9%
           
Bank of the Ozarks, Inc.
   
4,900
   
$
191,982
 
BofI Holding, Inc.
   
20,158
     
433,397
 
China Life Insurance Co. Ltd. - ADR†
   
12,032
     
143,301
 
Enova International, Inc.
   
39,448
     
378,306
 
Home Capital Group, Inc.†
   
8,000
     
178,740
 
National Bank of Canada†
   
8,300
     
291,709
 
People’s United Financial, Inc.
   
64,643
     
1,050,449
 
Primerica, Inc.
   
8,394
     
477,871
 
Trupanion, Inc.
   
1,844
     
27,715
 
WestPac Banking Corp. - ADR†
   
13,940
     
308,214
 
             
3,481,684
 
Health Care - 0.7%
               
St. Jude Medical, Inc.
   
1,683
     
131,139
 
Teladoc, Inc.
   
25,400
     
452,882
 
             
584,021
 
Industrials - 2.3%
               
AAON, Inc.
   
15,062
     
426,254
 
Advanced Drainage Systems, Inc.
   
16,625
     
384,536
 
American Railcar Industries, Inc.
   
6,482
     
268,744
 
Badger Daylighting Ltd.†
   
5,348
     
106,723
 
Clean Harbors, Inc.
   
1,202
     
57,456
 
G&K Services, Inc.
   
3,352
     
326,250
 
Herc Holdings, Inc.
   
590
     
19,948
 
Hertz Global Holdings, Inc.
   
1,771
     
87,239
 
The KEYW Holding Corp.
   
23,934
     
238,622
 
The Middleby Corp.
   
1,252
     
160,444
 
             
2,076,216
 
Information Technology - 6.7%
               
Alibaba Group Holding Ltd. - ADR†
   
11,549
     
1,122,447
 
Dell Technologies, Inc.
   
10,029
     
448,096
 
Diebold, Inc.
   
3,722
     
104,440
 
Electronics For Imaging, Inc.
   
7,000
     
329,560
 
Instructure, Inc.
   
15,230
     
364,454
 
InterXion Holding NV†
   
3,451
     
128,722
 
Lam Research Corp.
   
25,540
     
2,383,393
 
MINDBODY, Inc.
   
18,000
     
312,300
 
Oclaro, Inc.
   
22,000
     
173,360
 
Quotient Technology, Inc.
   
25,200
     
326,592
 

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

10


SCHEDULE OF SECURITIES SOLD SHORT (Continued)
at August 31, 2016 (Unaudited)

COMMON STOCKS - 25.1% (Continued)
 
Shares
   
Value
 
             
Information Technology - 6.7% (Continued)
           
Zillow Group, Inc.
   
7,200
   
$
243,720
 
             
5,937,084
 
Materials - 0.5%
               
BHP Billiton Ltd. - ADR†
   
5,612
     
168,360
 
Freeport-McMoRan Copper & Gold, Inc.
   
11,629
     
119,662
 
Vale SA - ADR†
   
13,321
     
70,202
 
W.R. Grace & Co.
   
1,626
     
127,039
 
             
485,263
 
Utilities - 0.3%
               
Spark Energy, Inc.
   
8,613
     
249,691
 
TOTAL COMMON STOCKS (Proceeds $20,819,329)
           
22,228,683
 
                 
EXCHANGE-TRADED FUNDS - 3.8%
               
iShares China Large-Cap ETF
   
25,952
     
961,522
 
iShares MSCI Australia Index Fund
   
46,112
     
932,385
 
iShares MSCI Brazil Capped ETF
   
15,233
     
510,610
 
iShares MSCI China ETF
   
10,977
     
513,284
 
SPDR S&P Oil & Gas Exploration & Production ETF
   
3,423
     
125,932
 
Utilities Select Sector SPDR Fund
   
7,672
     
377,693
 
TOTAL EXCHANGE-TRADED FUNDS (Proceeds $3,492,639)
           
3,421,426
 
                 
CLOSED-END MUTUAL FUNDS - 0.2%
               
Prospect Capital Corp.
   
19,200
     
165,312
 
TOTAL CLOSED-END MUTUAL FUNDS 
               
  (Proceeds $119,339)
           
165,312
 
TOTAL SECURITIES SOLD SHORT
               
  (Proceeds $24,431,307) - 29.1%
         
$
25,815,421
 

Percentages are stated as a percent of net assets.
 
ADR - American Depositary Receipt
 U.S. traded security of a foreign issuer or corporation.
 
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”).  GICS is a service mark of MSCI and S&P and has been licensed for use by US Bancorp Fund Services, LLC.



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

11


SCHEDULE OF OPTIONS WRITTEN
at August 31, 2016 (Unaudited)

   
Contracts
   
Value
 
             
CALL OPTIONS
           
Darling Ingredients, Inc.
           
  Expiration: January 2017, Exercise Price: $17.00
   
500
   
$
15,000
 
Relypsa, Inc.
               
  Expiration: September 2016, Exercise Price: $32.00
   
24
     
120
 
TOTAL OPTIONS WRITTEN
               
  (Premiums received $46,904)
         
$
15,120
 

 
 
 

 

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

12


SCHEDULE OF FUTURES CONTRACTS
at August 31, 2016 (Unaudited)

   
Number of
               
   
Contracts
            
Unrealized
 
   
Purchased /
 
Notional
 
Settlement
 
Appreciation
 
Description
 
(Sold)
 
Value
 
Month
 
(Depreciation)
 
                       
Long Futures
                     
                         
Gold Futures
 
7
   
917,980
   
December 2016
 
$
(11,188
)
Natural Gas Futures
 
9
   
259,830
   
October 2016
   
10,003
 
Natural Gas Futures
 
4
   
133,040
   
January 2017
   
10,608
 
Natural Gas Futures
 
4
   
133,000
   
February 2017
   
7,908
 
Natural Gas Futures
 
9
   
274,860
   
August 2017
   
2,743
 
Silver Futures
 
6
   
561,210
   
December 2016
   
(15,656
)
                      
$
4,418
 
Short Futures
                       
                         
Australian Dollar
                       
  Currency Futures
 
(13
)
 
(976,300
)
 
September 2016
 
$
(17,866
)
BP Currency Futures
 
(8
)
 
(657,750
)
 
December 2016
   
(2,272
)
Canadian Dollar
                       
  Currency Futures
 
(6
)
 
(457,440
)
 
September 2016
   
9,244
 
Euro FX Currency Futures
 
(9
)
 
(1,261,294
)
 
December 2016
   
(9,650
)
Japanese Yen
                       
  Currency Futures
 
(11
)
 
(1,330,175
)
 
September 2016
   
(3,786
)
New Zealand Dollar
                       
  Currency Futures
 
(9
)
 
(652,500
)
 
September 2016
   
(31,945
)
WTI Crude Futures
 
(11
)
 
(505,010
)
 
December 2016
   
26,478
 
                      
$
(29,797
)

As of August 31, 2016, initial margin deposits of $272,045 have been pledged in connection with the futures contracts.
 

 

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

13


STATEMENT OF ASSETS AND LIABILITIES
at August 31, 2016 (Unaudited)

Assets:
     
Investments, at value (cost of $83,627,986)
 
$
86,911,662
 
Foreign currencies, at value (cost $515,252)
   
512,857
 
Cash
   
7,911,390
 
Deposits at brokers
   
19,211,078
 
Receivables:
       
Securities sold
   
2,955,323
 
Fund shares sold
   
159,415
 
Dividends and interest
   
126,867
 
Unrealized appreciation on open futures contracts
   
66,984
 
Prepaid expenses
   
30,030
 
Total assets
   
117,885,606
 
Liabilities:
       
Options written, at value (proceeds $46,904)
   
15,120
 
Securities sold short (proceeds $24,431,307)
   
25,815,421
 
Unrealized depreciation on open futures contracts
   
92,363
 
Payables:
       
Securities purchased
   
2,920,059
 
Fund shares redeemed
   
58,035
 
Dividends on short positions
   
18,036
 
Advisory fee
   
124,320
 
Administration fee
   
34,646
 
Distribution fees
   
32,248
 
Service fees
   
8,772
 
Custody fees
   
3,807
 
Transfer agent fees and expenses
   
18,039
 
Accrued expenses and other payables
   
34,477
 
Total liabilities
   
29,175,343
 
Net assets
 
$
88,710,263
 
Net assets consist of:
       
Paid in capital
 
$
85,015,854
 
Accumulated net investment loss
   
(779,220
)
Accumulated net realized gain on investments
   
2,570,050
 
Net unrealized appreciation (depreciation) on:
       
Investments
   
3,467,796
 
Options
   
(184,120
)
Foreign currency related transactions
   
(2,388
)
Securities sold short
   
(1,384,114
)
Written options contracts
   
31,784
 
Futures contracts
   
(25,379
)
Net assets
 
$
88,710,263
 
Class A:
       
Net assets applicable to outstanding Class A shares
 
$
39,531,554
 
Shares issued (Unlimited number of beneficial interest authorized, $0.01 par value)
   
1,487,744
 
Net asset value and redemption price per share
 
$
26.57
 
Maximum offering price per share (net asset value divided by 95.00%)
 
$
27.97
 
Class I:
       
Net assets applicable to outstanding Class I shares
   
49,178,709
 
Shares issued (Unlimited number of beneficial interest authorized, $0.01 par value)
   
1,824,841
 
Net asset value, offering price and redemption price per share
 
$
26.95
 

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

14


STATEMENT OF OPERATIONS
For the Six Months Ended August 31, 2016 (Unaudited)

Investment income:
     
Dividends
 
$
557,523
 
Interest
   
87,445
 
Total investment income
   
644,968
 
Expenses:
       
Investment advisory fees (Note 5)
   
654,191
 
Administration fees (Note 5)
   
67,160
 
Distribution fees (Note 6)
       
Distribution fees - Class A
   
46,917
 
Service fees (Note 7)
       
Service fees - Class A
   
28,150
 
Service fees - Class I
   
18,616
 
Transfer agent fees and expenses
   
35,826
 
Federal and state registration fees
   
19,320
 
Audit fees
   
10,687
 
Compliance expense
   
7,163
 
Legal fees (Note 5)
   
14,853
 
Reports to shareholders
   
5,520
 
Trustees’ fees and expenses
   
4,409
 
Custody fees
   
12,880
 
Other
   
15,137
 
Total expenses before dividends and interest on short positions
   
940,829
 
Dividends expense on short positions
   
208,237
 
Broker interest expense on short positions
   
261,829
 
Total expenses before reimbursement from advisor
   
1,410,895
 
Expense reimbursement from advisor (Note 5)
   
(35,515
)
Net expenses
   
1,375,380
 
Net investment loss
 
$
(730,412
)
Realized and unrealized gain (loss) on investments:
       
Net realized gain (loss) on transactions from:
       
Investments
 
$
3,706,333
 
Options
   
(164,439
)
Foreign currency related transactions
   
59,257
 
Securities sold short
   
(1,224,355
)
Written options contracts
   
2,587
 
Futures contracts
   
55,147
 
Net change in unrealized gain (loss) on:
       
Investments
   
2,110,505
 
Options
   
(127,365
)
Foreign currency related transactions
   
(17,781
)
Securities sold short
   
(1,839,876
)
Written options contracts
   
31,784
 
Futures contracts
   
(67,708
)
Net realized and unrealized gain (loss) on investments
   
2,524,089
 
Net increase in net assets resulting from operations
 
$
1,793,677
 


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

15


STATEMENTS OF CHANGES IN NET ASSETS
 

   
Six Months Ended
       
   
August 31, 2016
   
Year Ended
 
   
(Unaudited)
   
February 29, 2016
 
Operations:
           
Net investment loss
 
$
(730,412
)
 
$
(847,352
)
Net realized gain on investments
   
2,434,530
     
1,636,286
 
Net change in unrealized
               
  appreciation (depreciation) on investments
   
89,559
     
1,049,301
 
Net increase in net assets resulting from operations
   
1,793,677
     
1,838,235
 
Distributions to Shareholders From:
               
Net realized gains
               
Class A shares
   
     
(448,242
)
Class I shares
   
     
(974,980
)
Total distributions
   
     
(1,423,222
)
Capital Share Transactions:
               
Proceeds from shares sold
               
Class A shares
   
13,436,864
     
26,630,453
 
Class I shares
   
22,823,861
     
19,288,684
 
Proceeds from shares issued to holders
               
  in reinvestment of dividends
               
Class A shares
   
     
414,125
 
Class I shares
   
     
932,258
 
Cost of shares redeemed
               
Class A shares
   
(5,729,009
)
   
(15,398,848
)
Class I shares
   
(3,151,609
)
   
(8,058,290
)
Redemption fees retained
               
Class A shares
   
     
36
 
Class I shares
   
     
3,462
 
Net increase in net assets from capital share transactions
   
27,380,107
     
23,811,880
 
Total increase (decrease) in net assets
   
29,173,784
     
24,226,893
 
Net Assets:
               
Beginning of period
   
59,536,479
     
35,309,586
 
End of period
 
$
88,710,263
   
$
59,536,479
 
Accumulated net investment loss
 
$
(779,220
)
 
$
(48,808
)
Changes in Shares Outstanding:
               
Shares sold
               
Class A shares
   
509,705
     
1,044,178
 
Class I shares
   
849,002
     
741,216
 
Proceeds from shares issued to holders
               
  in reinvestment of dividends
               
Class A shares
   
     
16,512
 
Class I shares
   
     
36,732
 
Shares redeemed
               
Class A shares
   
(215,429
)
   
(594,041
)
Class I shares
   
(117,281
)
   
(307,016
)
Net increase in shares outstanding
   
1,025,997
     
937,581
 


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

16


STATEMENT OF CASH FLOWS
For the Six Months Ended August 31, 2016 (Unaudited)

Increase (decrease) in cash —
     
       
Cash flows from operating activities:
     
Net increase in net assets from operations
 
$
1,793,677
 
Adjustments to reconcile net increase in net assets
       
  from operations to net cash used in operating activities:
       
Purchases of investments
   
(252,692,942
)
Proceeds for dispositions of investment securities
   
229,857,289
 
Decrease in foreign currencies
   
259,634
 
Increase in deposits at broker
   
(276,675
)
Decrease in return of capital receivable
   
11,956
 
Increase in dividends and interest receivable
   
(32,191
)
Increase in receivable for securities sold
   
(1,507,352
)
Increase in prepaid expenses and other assets
   
(24,308
)
Increase in options written
   
15,120
 
Increase in unrealized appreciation on open futures contracts
   
(16,907
)
Increase in unrealized depreciation on open futures contracts
   
84,615
 
Increase in proceeds on securities sold short
   
3,558,821
 
Decrease in payable for securities purchased
   
(1,184,822
)
Decrease in payable for dividends on short positions
   
(5,872
)
Increase in accrued management fees
   
58,390
 
Increase in accrued administration fees
   
13,187
 
Increase in distribution and service fees
   
28,145
 
Increase in custody fees
   
131
 
Increase in transfer agent expenses
   
8,113
 
Decrease in other accrued expenses
   
(5,711
)
Unrealized appreciation on securities
   
(1,983,140
)
Net realized gain on investments
   
(3,601,151
)
Net cash used in operating activities
   
(25,641,993
)
         
Cash flows from financing activities:
       
Proceeds from shares sold
   
36,232,733
 
Payment on shares redeemed
   
(8,884,660
)
Distributions paid in cash
   
 
Net cash provided by financing activities
   
27,348,073
 
Net increase in cash
   
1,706,080
 
         
Cash:
       
Beginning balance
   
6,205,310
 
Ending balance
 
$
7,911,390
 
         
Supplemental information:
       
Non-cash financing activities not included herein consists
       
  of dividend reinvestment of dividends and distributions
 
$
 
Cash paid for interest
 
$
261,829
 


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

17


FINANCIAL HIGHLIGHTS
 

For a capital share outstanding throughout the period

Class A
   
Six Months
                         
   
Ended
   
For the
   
For the
   
For the
   
April 30, 2012
 
   
August 31,
   
Year Ended
   
Year Ended
   
Year Ended
   
through
 
   
2016
   
February 29,
   
February 28,
   
February 28,
   
February 28,
 
   
(Unaudited)
   
2016
   
2015
   
2014
   
2013*
 
Net Asset Value –
                               
  Beginning of Period
 
$
25.88
   
$
26.07
   
$
26.31
   
$
25.22
   
$
25.00
 
Income from
                                       
  Investment Operations:
                                       
Net investment income (loss)
   
(0.25
)
   
(0.17
)
   
(0.56
)
   
(0.56
)
   
(0.32
)
Net realized and unrealized
                                       
  gain (loss) on investments
   
0.94
     
1.25
     
0.61
     
1.70
     
0.56
 
Total from
                                       
  investment operations
   
0.69
     
1.08
     
0.05
     
1.14
     
0.24
 
Less Distributions:
                                       
Dividends from net
                                       
  investment income
   
     
     
     
     
 
Distributions from
                                       
  net realized gains
   
     
(1.27
)
   
(0.29
)
   
(0.05
)
   
(0.02
)
Total distributions
   
     
(1.27
)
   
(0.29
)
   
(0.05
)
   
(0.02
)
Redemption Fees
   
   
0.00
~  
0.00
~  
0.00
~    
 
Net Asset Value –
                                       
  End of Period
 
$
26.57
   
$
25.88
   
$
26.07
   
$
26.31
   
$
25.22
 
Total Return
   
2.67
%
   
4.30
%
   
0.21
%
   
4.54
%
   
0.96
%+
                                         
Ratios and Supplemental Data:
                                       
Net assets,
                                       
  end of period (thousands)
 
$
39,531
   
$
30,888
   
$
18,949
   
$
20,932
   
$
17,347
 
Ratio of operating expenses
                                       
  to average net assets:
                                       
Before Reimbursements
   
3.91
%**
   
4.66
%***
   
3.89
%
   
4.42
%
 
5.49
%^
After Reimbursements
   
3.82
%**
   
4.02
%***
   
3.26
%
   
3.74
%
 
3.80
%^
Ratio of interest expense and
                                       
  dividends on short positions
                                       
  to average net assets:
   
1.26
%
   
1.22
%
   
0.58
%
   
0.81
%
 
0.84
%^
Ratio of net investment income
                                       
  (loss) to average net assets:
                                       
Before Reimbursements
   
(2.20
)%
   
(3.31
)%
   
(2.52
)%
   
(3.10
)%
 
(4.20
)%^
After Reimbursements
   
(2.11
)%
   
(2.67
)%
   
(1.89
)%
   
(2.42
)%
 
(2.51
)%^
Portfolio turnover rate
   
168
%
   
393
%
   
360
%
   
270
%
   
205
%+

*
 
Commencement of operations for Class A shares was April 30, 2012.
+
 
Not Annualized
^
 
Annualized
~
 
Amount is less than $0.01.
**
 
Includes extraordinary expenses of 0.01% that occurred during the Fund’s current fiscal year. See Note 5 for additional information.
***
 
Includes extraordinary expenses of 0.29% that occurred during the Fund’s fiscal year ended 2016.


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

18


FINANCIAL HIGHLIGHTS (Continued)
 

For a capital share outstanding throughout the period

Class I
   
Six Months
                         
   
Ended
   
For the
   
For the
   
For the
   
April 30, 2012
 
   
August 31,
   
Year Ended
   
Year Ended
   
Year Ended
   
through
 
   
2016
   
February 29,
   
February 28,
   
February 28,
   
February 28,
 
   
(Unaudited)
   
2016
   
2015
   
2014
   
2013*
 
Net Asset Value –
                               
  Beginning of Period
 
$
26.21
   
$
26.29
   
$
26.45
   
$
25.28
   
$
25.00
 
Income from
                                       
  Investment Operations:
                                       
Net investment income (loss)
   
(0.18
)
   
(0.51
)
   
(0.41
)
   
(0.50
)
   
(0.16
)
Net realized and unrealized
                                       
  gain (loss) on investments
   
0.92
     
1.70
     
0.54
     
1.72
     
0.46
 
Total from
                                       
  investment operations
   
0.74
     
1.19
     
0.13
     
1.22
     
0.30
 
Less Distributions:
                                       
Dividends from net
                                       
  investment income
   
     
     
     
     
 
Distributions from
                                       
  net realized gains
   
     
(1.27
)
   
(0.29
)
   
(0.05
)
   
(0.02
)
Total distributions
   
     
(1.27
)
   
(0.29
)
   
(0.05
)
   
(0.02
)
Redemption Fees
   
   
0.00
~  
0.00
~  
0.00
~    
 
Net Asset Value –
                                       
  End of Period
 
$
26.95
   
$
26.21
   
$
26.29
   
$
26.45
   
$
25.28
 
Total Return
   
2.82
%
   
4.69
%
   
0.52
%
   
4.85
%
   
1.20
%+
                                         
Ratios and Supplemental Data:
                                       
Net assets,
                                       
  end of period (thousands)
 
$
49,179
   
$
28,648
   
$
16,360
   
$
20,190
   
$
12,875
 
Ratio of operating expenses
                                       
  to average net assets:
                                       
Before Reimbursements
   
3.63
%**
   
4.45
%***
   
3.58
%
   
4.12
%
 
5.77
%^
After Reimbursements
   
3.53
%**
   
3.74
%***
   
2.95
%
   
3.44
%
 
3.46
%^
Ratio of interest expense and
                                       
  dividends on short positions
                                       
  to average net assets:
   
1.26
%
   
1.27
%
   
0.57
%
   
0.81
%
 
0.80
%^
Ratio of net investment income
                                       
  (loss) to average net assets:
                                       
Before Reimbursements
   
(1.90
)%
   
(3.21
)%
   
(2.19
)%
   
(2.80
)%
 
(4.41
)%^
After Reimbursements
   
(1.80
)%
   
(2.50
)%
   
(1.56
)%
   
(2.12
)%
 
(2.10
)%^
Portfolio turnover rate
   
168
%
   
393
%
   
360
%
   
270
%
   
205
%+

*
 
Commencement of operations for Class I shares was April 30, 2012.
+
 
Not Annualized
^
 
Annualized
~
 
Amount is less than $0.01.
**
 
Includes extraordinary expenses of 0.02% that occurred during the Fund’s current fiscal year. See Note 5 for additional information.
***
 
Includes extraordinary expenses of 0.30% that occurred during the Fund’s fiscal year ended 2016.


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

19


NOTES TO FINANCIAL STATEMENTS
August 31, 2016 (Unaudited)
 
NOTE 1 – ORGANIZATION
 
The Vivaldi Orinda Macro Opportunities Fund (the “Fund”) is a diversified series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as an open-end management investment company.  The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 “Financial Services – Investment Companies.”  The investment objective of the Macro Opportunities Fund is to achieve long-term capital appreciation by pursuing positive absolute returns across market cycles.  In pursuing its objective, the Macro Opportunities Fund seeks to generate attractive long-term returns with low sensitivity to traditional equity and fixed-income indices.  The Macro Opportunities Fund commenced operations on April 30, 2012 and offers Class A and Class I shares.  Each class of shares differs principally in its respective shareholder servicing expenses, distribution expenses and sales charges, if any.  Each class of shares has identical rights to earnings, assets and voting privileges, except for class-specific expenses and exclusive rights to vote on matters affecting only individual classes.
 
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 their taxable income to their shareholders.  Therefore, no Federal income or excise tax provisions are required.
 
   
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities.  Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for the open tax year ended 2014-2016, or expected to be taken in the Fund’s 2017 tax returns.  The Fund identifies their major tax jurisdictions as U.S. Federal and the state of Wisconsin; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
 
 
C.
Securities Transactions, Income and Distributions:  Securities transactions are accounted for on the trade date.  Realized gains and losses on securities sold are determined on the basis of identified cost.  Interest income is recorded on an

20


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

   
accrual basis.  Dividend income and distributions to shareholders are recorded on the ex-dividend date.  Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.
 
   
The Fund distributes substantially all net investment income, if any, and net realized capital gains, if any, annually.  The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations, which 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.
 
   
Investment income, expenses (other than those specific to the class of shares), and realized and unrealized gains and losses on investments are allocated to the separate classes of the Fund’s shares based upon their relative net assets on the date income is earned or expensed and realized and unrealized gains and losses are incurred.
 
   
The Fund is charged for those expenses that are directly attributable to the Fund, such as investment advisory, custody and transfer agent fees.  Expenses that are not attributable to a Fund are typically allocated among the Funds in proportion to their respective net assets.
 
 
D.
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period.  Actual results could differ from those estimates.
 
 
E.
Foreign Currency: Values of investments denominated in foreign currencies are converted into U.S. dollars using the spot market rate of exchange at the time of valuation.  Purchases and sales of investments and income are translated into U.S. dollars using the spot market rate of exchange prevailing on the respective dates of such transactions.  Foreign investments present additional risks due to currency fluctuations, economic and political factors, lower liquidity, government regulations, differences in accounting standards and other factors.
 
 
F.
Redemption Fees:  The Fund does not charge redemption fees to shareholders.
 
 
G.
Options Transactions:  The Fund may utilize options for hedging purposes as well as direct investment.  Some options strategies, including buying puts, tend to hedge the Funds’ investments against price fluctuations.  Other strategies, such as writing puts and calls and buying calls, tend to increase market exposure.  Options contracts may be combined with each other in order to adjust the risk and return characteristics of the Fund’s overall strategy in a manner deemed appropriate to

21


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

   
the Advisor and consistent with the Fund’s investment objective and policies.  When a call or put option is written, an amount equal to the premium received is recorded as a liability.  The liability is marked-to-market daily to reflect the current fair value of the written option.  When a written option expires, a gain is realized in the amount of the premium originally received.  If a closing purchase contract is entered into, a gain or loss is realized in the amount of the original premium less the cost of the closing transaction.  If a written call option is exercised, a gain or loss is realized from the sale of the underlying security, and the proceeds from such sale are increased by the premium originally received.  If a written put option is exercised, the amount of the premium originally received reduces the cost of the security which is purchased upon the exercise of the option.
 
   
With options, there is minimal counterparty credit risk to the Fund since the options are covered or secured, which means that the Fund will own the underlying security or, to the extent they do not hold such a portfolio, will maintain a segregated account with the Fund’s custodian consisting of high quality liquid debt obligations equal to the market value of the option, marked to market daily.
 
   
Options purchased are recorded as investments and marked-to-market daily to reflect the current fair value of the option contract.  If an option purchased expires, a loss is realized in the amount of the cost of the option contract.  If a closing transaction is entered into, a gain or loss is realized to the extent that the proceeds from the sale are greater or less than the cost of the option.  If a purchase put option is exercised, a gain or loss is realized from the sale of the underlying security by adjusting the proceeds from such sale by the amount of the premium originally paid.  If a purchased call option is exercised, the cost of the security purchased upon exercise is increased by the premium originally paid.
 
 
H.
Futures Contracts and Options on Futures Contracts:  The Fund is subject to equity price risk, interest rate risk, and foreign currency exchange rate risk in the normal course of pursuing their investment objectives.  The Fund uses futures contracts and options on such futures contracts to gain exposure to, or hedge against, changes in the value of equities, interest rates or foreign currencies.  A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.  Upon entering into such contracts, the Fund is required to deposit with the broker, either in cash or securities, an initial margin deposit in an amount equal to a certain percentage of the contract amount.  Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gains or losses by the Fund.  Upon entering into such contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the futures contracts and may realize a

22


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

   
loss.  With futures, there is minimal counterparty credit risk to the Fund since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures against default.  The use of futures contracts, and options on futures contracts, involves the risk of imperfect correlation in movements in the price of futures contracts and options thereon, interest rates and the underlying hedged assets.
 
 
I.
Leverage and Short Sales:  The Fund may use leverage in connection with their investment activities and may effect short sales of securities.  Leverage can increase the investment returns of the Fund if the securities purchased increase in value in an amount exceeding the cost of the borrowing.  However, if the securities decrease in value, the Fund will suffer a greater loss than would have resulted without the use of leverage.  A short sale is the sale by the Fund of a security which they do not own in anticipation of purchasing the same security in the future at a lower price to close the short position.  A short sale will be successful if the price of the shorted security decreases.  However, if the underlying security goes up in price during the period in which the short position is outstanding, the Fund will realize a loss.  The risk on a short sale is unlimited because the Fund must buy the shorted security at the higher price to complete the transaction.  Therefore, short sales may be subject to greater risks than investments in long positions.  With a long position, the maximum sustainable loss is limited to the amount paid for the security plus the transaction costs, whereas there is no maximum attainable price of the shorted security.  The Fund would also incur increased transaction costs associated with selling securities short.  In addition, if the Fund sell securities short, they must maintain a segregated account with their custodian containing cash or high-grade securities equal to (i) the greater of the current market value of the securities sold short or the market value of such securities at the time they were sold short, less (ii) any collateral deposited with the Fund’s broker (not including the proceeds from the short sales).  The Fund may be required to add to the segregated account as the market price of a shorted security increases.  As a result of maintaining and adding to its segregated account, the Fund may maintain higher levels of cash or liquid assets (for example, U.S. Treasury bills, repurchase agreements, high quality commercial paper and long equity positions) for collateral needs thus reducing their overall managed assets available for trading purposes.  The Fund is obligated to pay the counterparty any dividends or interest due on securities sold short.  Such dividends and interest are recorded as an expense to the Fund.
 
 
J.
Mutual Fund and ETF Trading Risk:  The Fund may invest in other mutual funds that are either open-end or closed-end investment companies as well as ETFs.  ETFs are investment companies that are bought and sold on a national securities exchange.  Unlike mutual funds, ETFs do not necessarily trade at the net asset values of their underlying securities, which means an ETF could potentially trade above or below the value of the underlying portfolios.  Additionally, because ETFs

23


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

   
trade like stocks on exchanges, they are subject to trading and commission costs unlike mutual funds.  Also, both mutual funds and ETFs have management fees that are part of their costs, and the Funds will indirectly bear their proportionate share of the costs.
 
 
K.
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 Statements of Assets and Liabilities:
 
   
Undistributed
Accumulated
 
   
Net Investment
Net Realized
Paid In
   
Income/(Loss)
Gain/(Loss)
Capital
 
Macro Opportunity Fund
928,661
(1,060,190)
131,529
 
 
L.
Offsetting Assets & Liabilities:  The Fund has adopted financial reporting rules regarding offsetting assets and liabilities and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position.  The Fund’s policy is to recognize a net asset/liability equal to the net variation margin for the futures contracts.  During the six months ended August 31, 2016, the Fund was not subject to any master netting arrangements. For additional information regarding the offsetting assets and liabilities at August 31, 2016, please reference the table in Note 4.
 
 
M.
Events Subsequent to the Fiscal Period End:  In preparing the financial statements as of August 31, 2016, management considered the impact of subsequent events for potential recognition or disclosure in the financial statements.
 
 
N.
Disclosure for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent):  In May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-07 “Disclosure for Investments in Certain Entities that Calculate Net Asset Value (“NAV”) per Share (or its equivalent).”  The amendments in ASU No. 2015-07 remove the requirement to categorize within the fair value hierarchy investments measured using the NAV practical expedient.  The ASU also removes certain disclosure requirements for investments that qualify, but do not utilize, the NAV practical expedient.  The amendments in the ASU are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years.  Management is currently evaluating the impact these changes will have on the Funds’ financial statements and related disclosures.
 

 
24


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)
 
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 of 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 Funds have the ability to access.
 
 
Level 2 –
Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
 
 
Level 3 –
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds’ 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.
 
Equity Securities:  Equity securities, including common stocks, preferred stocks, foreign- issued common stocks, exchange-traded funds, closed-end mutual funds and real estate investment trusts (REITs), 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.  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.
 
Investment Companies:  Investments in open-end mutual funds, including money market funds, are generally priced at their net asset value per share provided by the service agent of the Funds and will be classified in level 1 of the fair value hierarchy.
 
Exchange-Traded Notes:  Investments in exchange-traded notes are actively traded on a national securities exchange and are valued based on the last sales price from the exchange and are categorized in level 1 of the fair value hierarchy.
 

25


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

Derivative Instruments: Listed derivatives, including options, rights, warrants and futures that are actively traded are valued based on quoted prices from the exchange and are categorized in level 1 of the fair value hierarchy.
 
Short-Term Debt 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 Advisors Series Trust which is comprised of representatives from U.S. Bancorp Fund Services, LLC, the Funds’ administrator.  The function of the Valuation Committee is to value securities where current and reliable market quotations are not readily available or the closing price does not represent fair value by following procedures approved by the Board.  These procedures consider many factors, including the type of security, size of holding, trading volume and news events.  All actions taken by the Valuation Committee are subsequently reviewed and ratified by the Board.
 
Depending on the relative significance of the valuation inputs, fair valued securities may be classified in either level 2 or level 3 of the fair value hierarchy.
 
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.
 
The following is a summary of the fair valuation hierarchy of the Fund’s securities as of August 31, 2016:
 
 
 
 

26


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

Assets
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
                       
Consumer Discretionary
 
$
16,261,194
   
$
   
$
   
$
16,261,194
 
Consumer Staples
   
2,233,770
     
     
     
2,233,770
 
Energy
   
336,150
     
     
     
336,150
 
Financials
   
5,514,287
     
     
     
5,514,287
 
Health Care
   
4,381,108
     
     
     
4,381,108
 
Industrials
   
1,719,934
     
     
     
1,719,934
 
Information Technology
   
21,805,426
     
     
     
21,805,426
 
Materials
   
2,355,613
     
     
     
2,355,613
 
Telecommunication Services
   
154,519
     
     
     
154,519
 
Total Common Stock
   
54,762,001
     
     
     
54,762,001
 
Preferred Stocks
                               
Financials
   
64,625
     
     
     
64,625
 
Health Care
   
165,243
     
     
     
165,243
 
Industrials
   
     
89,750
     
     
89,750
 
Total Preferred Stocks
   
229,868
     
89,750
     
     
319,618
 
Corporate Bonds
   
     
1,271,250
     
     
1,271,250
 
Exchange-Traded Funds
   
1,112,329
     
     
     
1,112,329
 
Closed-End Mutual Funds
   
1,438,761
     
     
     
1,438,761
 
Purchased Options
                               
Put Options
   
74,085
     
9,170
     
     
83,255
 
Total Purchased Options
   
74,085
     
9,170
     
     
83,255
 
Short-Term Investments
   
27,924,448
     
     
     
27,924,448
 
Total Investments
                               
  in Securities
 
$
85,541,492
   
$
1,370,170
   
$
   
$
86,911,662
 
Other Financial Instruments*
                               
Futures Contracts
 
$
66,984
   
$
   
$
   
$
66,984
 
Total Assets
 
$
85,608,476
   
$
1,370,170
   
$
   
$
86,978,646
 
Liabilities
                               
Securities Sold Short
 
$
25,815,421
   
$
   
$
   
$
25,815,421
 
Written Options
                               
Call Options
   
120
     
15,000
     
     
15,120
 
Other Financial Instruments*
                               
Futures Contracts
 
$
92,363
   
$
   
$
   
$
92,363
 
Total Liabilities
 
$
25,907,904
   
$
15,000
   
$
   
$
25,922,904
 
 
*
Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, which are presented at the unrealized appreciation (depreciation) on the instrument.
 
Refer to the Fund’s Schedule of Investments for a detailed breakout of securities. Transfers between levels are recognized at August 31, 2016, the end of the reporting period.  The Fund transferred $137,810 from level 2 to level 1 at August 31, 2016 because
 

27


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

these securities were now being priced at the official close. The Fund recognized no transfers from level 1 to level 2 and held no level 3 securities on August 31, 2016.
 
NOTE 4 – DERIVATIVES TRANSACTIONS
 
The Fund may use derivatives for different purposes, such as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risk.  The various derivative instruments that the Fund may use are options, futures, swaps, and forward foreign currency contracts, among others.  The Fund may also use derivatives for leverage, in which case their use would involve leveraging risk.  The Fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments.  Derivatives are subject to a number of risks, such as liquidity risk, interest rate risk, market risk, credit risk, and management risk.  A Fund investing in a derivative instrument could lose more than the principal amount invested.
 
The Fund has adopted the disclosure provisions of FASB Accounting Standard Codification 815, Derivatives and Hedging (“ASC 815”).  ASC 815 requires enhanced disclosures about the Fund’s use of, and accounting for, derivative instruments and the effect of derivative instruments on the Fund’s results of operations and financial position.  Tabular disclosure regarding derivative fair value and gain/loss by contract type (e.g., interest rate contracts, foreign exchange contracts, credit contracts, etc.) is required and derivatives accounted for as hedging instruments under ASC 815 must be disclosed separately from those that do not qualify for hedge accounting.  Even though the Fund may use derivatives in an attempt to achieve an economic hedge, the Fund’s derivatives are not accounted for as hedging instruments under ASC 815 because investment companies account for their derivatives at fair value and record any changes in fair value in current period earnings.
 
Average Balance Information
 
The average monthly market values of purchased and written options during the six months ended August 31, 2016 for the Fund were $348,290 and $26,140, respectively.  The average monthly notional amounts of long and short futures contracts during the year ended February 29, 2016 were $1,854,542 and $4,933,929, respectively.
 
Transactions in written options contracts for the six months ended August 31, 2016, are as follows:
 
     
Number of
   
Premiums
 
     
Contracts
   
Received
 
 
Beginning Balance
   
   
$
 
 
Options written
   
(544
)
   
(49,491
)
 
Options closed
   
     
 
 
Options expired
   
20
     
2,587
 
 
Options exercised
   
     
 
 
Outstanding at August 31, 2016
   
(524
)
 
$
(46,904
)
                   

28


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

As of August 31, 2016, the Fund held the following long futures contracts: 7 Gold futures, 26 Natural Gas futures, and 6 Silver futures for delivery at various times.  The Fund has recorded an unrealized gain of $4,418 as of August 31, 2016 related to these contracts.
 
As of August 31, 2016, the Fund also held the following short futures contracts: 13 Australian Dollar Currency, 8 BP Currency, 6 Canadian Dollar Currency, 9 Euro Fx Currency, 11 Japanese Yen Currency, 9 New Zealand Dollar Currency, and 11 WTI Crude futures for delivery at various times.  The Fund has recorded an unrealized loss of $29,797 as of August 31, 2016 related to these contracts.
 
The locations on the Statement of Assets and Liabilities of the Fund’s derivative positions by type of exposure, all of which are not accounted for as hedging instruments under ASC 815, are as follows:
 
Values of Derivative Instruments as of August 31, 2016 on the Statement of Assets and Liabilities:
 
   
Assets
 
Liabilities
 
Derivatives not accounted
                 
for as hedging instruments
     
Fair
     
Fair
 
under ASC 815
 
Location
 
Value
 
Location
 
Value
 
   
Unrealized
     
Unrealized
     
   
appreciation on
     
depreciation on
     
Commodity Contracts –
 
open futures
     
open futures
     
Futures*
 
contracts
 
$
57,740
 
contracts
 
$
26,844
 
Equity Contracts –
 
Investments,
       
Options written,
       
Options
 
at fair value
 
$
83,255
 
at value
 
$
15,120
 
   
Unrealized
       
Unrealized
       
   
appreciation on
       
depreciation on
       
Foreign Exchange Contracts –
 
open futures
       
open futures
       
Futures*
 
contracts
 
$
9,244
 
contracts
 
$
65,519
 
Total
     
$
150,239
     
$
92,363
 
 
*
Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Futures Contracts.  Only the current day’s variation margin is reported within the Statement of Assets & Liabilities.
 
The effect of Derivative Instruments on the Statement of Operations for the six months ended August 31, 2016:
 
Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
 
Derivatives not accounted
                       
for as hedging instruments
 
Purchased
   
Written
             
under ASC 815
 
Options
   
Options
   
Futures
   
Total
 
Equity Contracts
 
$
(144,639
)
 
$
2,587
   
$
   
$
(142,052
)
Commodity Contracts
   
50,926
     
     
207,723
     
258,649
 
Interest Rate Contracts
   
(46,823
)
   
     
27,770
     
(19,053
)
Foreign Exchange Contracts
   
(23,903
)
   
     
(180,346
)
   
(204,249
)
Total
 
$
(164,439
)
 
$
2,587
   
$
55,147
   
$
(106,705
)

29


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
 
Derivatives not accounted
                       
for as hedging instruments
 
Purchased
   
Written
             
under ASC 815
 
Options
   
Options
   
Futures
   
Total
 
Equity Contracts
 
$
(127,365
)
 
$
31,784
   
$
   
$
(95,581
)
Commodity Contracts
   
     
     
(9,253
)
   
(9,253
)
Interest Rate Contracts
   
     
     
     
 
Foreign Exchange Contracts
   
     
     
(58,455
)
   
(58,455
)
Total
 
$
(127,365
)
 
$
31,784
   
$
(67,708
)
 
$
(163,289
)
 
The table below shows the offsetting assets and liabilities relating to the futures contracts and short sales shown on the Statement of Assets and Liabilities.
 
Assets:
                       
         
Gross Amounts not
       
         
offset in the Statement
       
   
Gross
   
of Assets and Liabilities
       
   
Amounts of
         
Collateral
       
   
Recognized
   
Financial
   
Pledged
   
Net
 
Description
 
Assets
   
Instruments
   
(Received)
   
Amount
 
Futures Contracts
 
$
66,984
   
$
(92,363
)
 
$
   
$
(25,379
)
   
$
66,984
   
$
(92,363
)
 
$
   
$
(25,379
)
Liabilities:
                               
           
Gross Amounts not
         
           
offset in the Statement
         
   
Gross
   
of Assets and Liabilities
         
   
Amounts of
   
 
   
Collateral 
         
   
Recognized
   
Financial
   
Pledged
   
Net
 
Description
 
Liabilities
   
Instruments
   
(Received)
   
Amount
 
Written Options
 
$
15,120
   
$
   
$
15,120
   
$
 
Futures Contracts
   
25,379
     
(25,379
)
   
     
 
   
$
40,499
   
$
(25,379
)
 
$
15,120
   
$
 
 
For additional information, please reference the “Offsetting Assets and Liabilities” section in Note 2.
 
NOTE 5 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
 
For the six months ended August 31, 2016, Orinda Asset Management, LLC (the “Advisor”) provided the Fund with investment management services under an Investment Advisory Agreement.  The Advisor furnishes all investment advice, office space, and facilities, and provides most of the personnel needed by the Funds. As compensation for its services, the Advisor is entitled to a monthly fee at the annual rate of 1.75% based upon the average daily net assets of the Fund.  For the six months ended August 31, 2016, the Fund incurred $654,191 in advisory fees.  Advisory fees payable at August 31, 2016
 

30


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

for the Fund were $124,320.  The Advisor has delegated the day to day management of the Fund to various Sub-Advisors.  The Advisor pays the Sub-Advisor fees for each of the Funds from its own assets and these fees are not an additional expense of the Fund.
 
The Fund is responsible for its own operating expenses.  The Advisor has contractually agreed to waive its fees and/or absorb expenses of the Fund to ensure that the net annual operating expenses (excluding Acquired Fund Fees and Expenses, taxes, interest and dividends on securities sold short and extraordinary expenses) do not exceed the following amounts of the average daily net assets for each class of shares:
 
 
Class A
2.55%
 
 
Class I
2.25%
 
 
For the six months ended August 31, 2016, the Fund incurred $9,153 in extraordinary expenses which is reflected in the Fund’s legal fees on the Statement of Operations.  The amounts incurred for Class A and Class I were $4,421 and $4,732, respectively.  Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligations are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on the Fund’s expenses.  The Advisor is permitted to be reimbursed for fee reductions and expense payments made in the previous three fiscal years.  Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made.  Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses.  For the six months ended August 31, 2016, the Advisor reduced its fees and absorbed Fund expenses in the amount of $35,515.  During the six months ended August 31, 2016, the Advisor reimbursed the Fund for shareholder servicing fees in the amount of $1,066 that was a result of the Fund not fully utilizing the fees that had been earned in fiscal year 2016.  This amount will not be subject to recapture in the future.  Cumulative expenses subject to recapture pursuant to the aforementioned conditions expire as follows:
 
   
2017
2018
2019
2020
Total
 
Macro
         
 
  Opportunities Fund
$257,610
$231,615
$210,625
$34,449
$734,299
 
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 Funds; 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 also serves as the fund accountant, Chief Compliance Officer and transfer agent to the Fund.  U.S. Bank N.A., an affiliate of U.S. Bancorp Fund Services, serves as the Fund’s custodian.  For the six months ended August 31, 2016, the Fund incurred the following expenses for administration, fund accounting, transfer agency, custody and Chief Compliance Officer fees:
 

31


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

 
Administration & fund accounting
$67,160
 
 
Custody
$12,880
 
 
Transfer agency(a)
$26,926
 
 
Chief Compliance Officer
$  7,163
 
       
 
(a)  Does not include out-of-pocket expenses.
   
 
At August 31, 2016, the Funds had payables due to U.S. Bancorp Fund Services, LLC for administration, fund accounting, transfer agency and Chief Compliance Officer fees and to U.S. Bank N.A. for custody fees in the following amounts:
 
 
Administration & fund accounting
$34,646
 
 
Custody
$  3,807
 
 
Transfer agency(a)
$13,542
 
 
Chief Compliance Officer
$  4,136
 
       
 
(a)  Does not include out-of-pocket expenses.
   
 
Quasar Distributors, LLC (the “Distributor”) acts as the Funds’ principal underwriter in a continuous public offering of the Fund’s shares.  The Distributor is an affiliate of the Administrator.
 
Certain officers of the Funds are employees of the Administrator.
 
NOTE 6 – DISTRIBUTION AGREEMENT AND PLAN
 
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 (the “Plan”).  The Plan permits the Fund to pay for distribution and related expenses at an annual rate of up to 0.25% of the average daily net assets of the Funds’ Class A shares.  The expenses covered by the Plan may include the cost in connection with the promotion and distribution of shares and the provision of personal services to shareholders, including, but not necessarily limited to, advertising, compensation to underwriters, dealers and selling personnel, the printing and mailing of prospectuses to other than current Fund shareholders, and the printing and mailing of sales literature.  Payments made pursuant to the Plan will represent compensation for distribution and service activities, not reimbursements for specific expenses incurred.  For the six months ended August 31, 2016, the Fund incurred distribution expenses on its Class A shares of $46,917.
 
NOTE 7 – SHAREHOLDER SERVICING FEE
 
The Fund has entered into a shareholder servicing agreement (the “Agreement”) with the Advisor, under which the Advisor will provide, or arrange for others to provide, certain specified shareholder services.  As compensation for the provision of shareholder services, the Fund may pay servicing fees at an annual rate of 0.15% of the average daily net assets of the Class A shares and 0.10% of the average daily net assets of the Class I shares.  Payments to the Advisor under the Agreement may reimburse the Advisor for payments it makes to selected brokers, dealers and administrators which have entered into service agreements with the Advisor for services provided to shareholders of the Fund. 
 

32


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

The services provided by such intermediaries are primarily designed to assist shareholders of the Fund and include the furnishing of office space and equipment, telephone facilities, personnel, and assistance to the Fund in servicing such shareholders.  Services provided by such intermediaries also include the provision of support services to the Fund and include establishing and maintaining shareholders’ accounts and record processing, purchase and redemption transactions, answering routine client inquiries regarding the Fund, and providing such other personal services to shareholders as the Fund may reasonably request.  For the six months ended August 31, 2016, the Fund incurred, under the Agreement, shareholder servicing fees as follows:
 
 
Class A
$28,150
 
 
Class I
$18,616
 
 
NOTE 8 – SECURITIES TRANSACTIONS
 
For the six months ended August 31, 2016, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were as follows:
 
   
Purchases
Sales
 
Macro Opportunities Fund
$105,693,124
$87,623,951
 
There were no purchases or sales of long-term U.S. Government securities.
 
NOTE 9 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
 
As of February 29, 2016, the components of accumulated earnings/(losses) on a tax basis were as follows:
 
 
Cost of investments(a)
 
$
57,528,847
 
 
Gross unrealized appreciation
   
3,870,745
 
 
Gross unrealized depreciation
   
(2,907,873
)
 
Net unrealized appreciation
   
962,872
 
 
Undistributed ordinary income
   
785,770
 
 
Undistributed long-term capital gain
   
 
 
Total distributable earnings
   
785,770
 
 
Other accumulated gains/(losses)
   
152,090
 
 
Total accumulated earnings/(losses)
 
$
1,900,732
 
 
 
(a)
The difference between the book basis and tax basis net unrealized appreciation and cost is attributable primarily to wash sales, partnership income, outstanding constructive sales, and passive foreign investment companies.
 
At February 29, 2016, the Macro Opportunities Fund had no tax basis capital losses to offset future capital gains.  The wash sales on short positions, post 30 wash sales, section 1256 MTM, straddles, unsettled short deferrals, and unrealized on shorts/options/futures are included in other accumulated gain/loss in the amount of $136,697.  There were $15,393 in unrealized currency gains.
 

33


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

Under recently enacted legislation, capital losses sustained in the year ended December 31, 2011 and in future taxable years will not expire and may be carried over by the Fund without limitation; however, they will retain the character of the original loss.  Further, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in the pre-enactment taxable years.  As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused.  Under pre-enactment law, capital losses could be carried forward for eight years, and carried forward as short-term capital losses, irrespective of the character of the original loss.
 
The tax character of distributions paid during 2016 and 2015 were as follows:
 
     
Year Ended
     
Year Ended
 
   
February 29, 2016
 
February 28, 2015
 
Ordinary income
 
$
1,039,990
     
$
 
 
Long-term capital gains
   
383,232
       
375,912
 
 
At February 29, 2016, the following funds deferred, on a tax basis, post-October losses of:
 
   
Late Year Ordinary
 
Short-Term
   
Loss Deferral
 
Loss
 
Macro Opportunities Fund
 
 
NOTE 10 – OTHER TAX INFORMATION (Unaudited)
 
For the year ended February 29, 2016, certain dividends paid by the Funds 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 ordinary income designated as qualified dividend income was as follows:
 
 
Macro Opportunities Fund
33.72%
 
 
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended February 29, 2016 was as follows:
 
 
Macro Opportunities Fund
25.62%
 
 
NOTE 11 – SUBSEQUENT EVENTS (Unaudited)
 
Though a special meeting of shareholders was held on August 15, 2014, whereby shareholders of the Vivaldi Orinda Macro Opportunities Fund (the “Fund”) approved proposals for 1) a new investment advisory agreement between Vivaldi Asset Management, LLC (“Vivaldi”) and Advisors Series Trust (the “Trust”) for Vivaldi to become investment adviser to the Fund; and 2) a “manager of managers” structure for the Fund under Vivaldi as the investment adviser, as of the date of this report these events have not yet occurred.
 
Orinda had agreed not to resign as investment adviser, and Vivaldi agreed not to accept the engagement as investment adviser, unless and until the Trust and Vivaldi obtain a Multi-Manager Exemptive Order (“Order”) from the U.S. Securities and Exchange
 

34


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

Commission (the “SEC”).  As of the date of this report, this Order has not yet been received from the SEC.
 
On October 17, 2016, a proxy statement was filed for review with the SEC regarding a potential reorganization of the Fund from the Trust to Investment Managers Series Trust II.  If the proposed reorganization proceeds, shareholders of the Fund will receive a proxy statement containing information related to the proposed reorganization for their consideration and vote.
 
NOTE 12 – PRINCIPAL RISKS
 
Below are summaries of some, but not all, of the principal risks of investing in the Fund, each of which could adversely affect the Fund’s NAV, market price, yield, and total return. The Fund’s prospectus provided additional information regarding these and other risks of investing in the Fund at the time of initial public offering of the Fund’s shares.
 
Market Risk:  The value of the Fund’s shares will fluctuate as a result of the movement of the overall stock market or the value of the individual securities held by the Fund, and you could lose money.
 
Multi-Style Management Risk:  Because portions of the Macro Fund’s assets are managed by different Sub-Advisers using different styles, the Fund could experience overlapping security transactions. Certain Sub-Advisers may be purchasing securities at the same time other Sub-Advisers may be selling those same securities which may lead to higher transaction expenses compared to a Fund using a single investment management style. Additionally, the overall success of the Fund depends on, among other things, (i) the ability of the Adviser to develop a successful Sub-Adviser allocation strategy, (ii) the ability of the Adviser to select and monitor skilled Sub-Advisers and to allocate the assets amongst them, and (iii) the Sub-Advisers’ ability to be successful in their strategies.
 
Foreign and Emerging Market Securities Risk:  Foreign investments may carry risks associated with investing outside the United States, such as currency fluctuation, economic or financial instability, lack of timely or reliable financial information or unfavorable political or legal developments. Those risks are increased for investments in emerging markets.
 
Currency Risk:  Changes in foreign currency exchange rates will affect the value of what the Fund owns and the Fund’s share price. Generally, when the U.S. dollar rises in value against a foreign currency, an investment in that country loses value because that currency is worth fewer U.S. dollars. Devaluation of a currency by a country’s government or banking authority also will have a significant impact on the value of any investments denominated in that currency. Currency markets generally are not as regulated as securities markets.
 
Small and Medium Companies Risk:  Investing in securities of small and medium capitalization companies may involve greater volatility than investing in larger and more established companies because small and medium capitalization companies can be subject to more abrupt or erratic share price changes than larger, more established companies.
 

35


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

Commodity-Linked Derivatives Risk:  The value of a commodity-linked derivative investment typically is based upon the price movements of a physical commodity and the value of commodity-linked derivative instruments may be affected by changes in overall market movements, volatility of the underlying benchmark, changes in interest rates, or factors affecting a particular industry or commodity. Investments in commodity-linked derivatives may be subject to greater volatility than non-derivative based investments. Commodity-linked derivatives also may be subject to credit and interest rate risks that in general affect the values of debt securities.
 
Fixed Income Securities Risk:  Fixed income securities are subject to interest rate risk and credit risk. There is also the risk that an issuer may “call,” or repay, its high yielding bonds before their maturity dates. Fixed income securities subject to prepayment can offer less potential for gains during a declining interest rate environment and similar or greater potential for loss in a rising interest rate environment. Limited trading opportunities for certain fixed income securities may make it more difficult to sell or buy a security at a favorable price or time.
 
Growth Stock Risk:  Growth style companies may lose value or move out of favor. Growth style companies also may be more sensitive to changes in current or expected earnings than the prices of other stocks.
 
Value Stock Risk: Value style investing as a strategy may be out of favor in the market for an extended period. Value stocks can perform differently from the market as a whole and from other types of stocks.
 
Initial Public Offering Risk:  The Fund may purchase securities of companies that are offered pursuant to an IPO. The risk exists that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When the Fund’s asset base is small, a significant portion of the Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance.
 
Portfolio Turnover Risk:  A high portfolio turnover rate (100% or more) increases the Fund’s transaction costs (including brokerage commissions and dealer costs), which would adversely impact the Fund’s performance. Higher portfolio turnover may result in the realization of more short-term capital gains than if the Fund had lower portfolio turnover.
 

36


EXPENSE EXAMPLE
August 31, 2016 (Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs including sales charges (loads) and redemption fees, if applicable; and (2) ongoing costs, including management fees; distribution and/or service (12b-1 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 indicated and held for the entire period from March 1, 2016 to August 31, 2016.
 
Actual Expenses
The information in the table under the heading “Actual” provides information about actual account values and actual expenses. You may use the information in these columns 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 row entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.  There are some account fees that are charged to certain types of accounts, such as Individual Retirement Accounts (generally, a $15 fee is charged to the account annually) that would increase the amount of expenses paid on your account.  The example below does not include portfolio trading commissions and related expenses and other extraordinary expenses as determined under generally accepted accounting principles.
 
Hypothetical Example for Comparison Purposes
The information in the table under the heading “Hypothetical (5% return before expenses)” provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratios 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.  As noted above, there are some account fees that are charged to certain types of accounts that would increase the amount of expense paid on your account.
 
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the information under the heading “Hypothetical (5% return before expenses)” 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.
 

 
37

EXPENSE EXAMPLE (Continued)
August 31, 2016 (Unaudited)
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period(1)
 
3/1/16
8/31/16
3/1/16 – 8/31/16
Actual
     
Class A
$1,000.00
$1,026.70
$19.57
Class I
$1,000.00
$1,028.20
$18.10
Hypothetical (5% return
     
  before expenses)
     
Class A
$1,000.00
$1,005.90
$19.36
Class I
$1,000.00
$1,007.36
$17.91
 
(1)
Expenses are equal to the Class A and Class I fund shares’ annualized expense ratios of 3.83% and 3.54%, respectively, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the period).

 
 
 
 
 

 

38


NOTICE TO SHAREHOLDERS
at August 31, 2016 (Unaudited)
 
How to Obtain a Copy of the Fund’s Proxy Voting Policies
 
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-855-467-4632 or on the U.S. Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
 
 
How to Obtain a Copy of the Fund’s Proxy Voting Records for the 12-Month Period Ended June 30, 2016
 
Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1-855-467-4632.  Furthermore, you can obtain the Fund’s proxy voting records on the SEC’s website at http://www.sec.gov.
 
 
Quarterly Filings on Form N-Q
 
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q.  The Fund’s Form N-Q is available on the SEC’s website at http://www.sec.gov.  The Fund’s Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-202-551-8090.  Information included in the Fund’s Form N-Q is also available, upon request, by calling 1-855-467-4632.
 
 
Householding
 
In an effort to decrease costs, the Fund intends to reduce the number of duplicate prospectuses and annual and semi-annual reports you receive by sending only one copy of each to those addresses shared by two or more  accounts and to shareholders the Transfer Agent reasonably believes are from the same family or household. Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 1-855-467-4632 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.
 





39













(This Page Intentionally Left Blank.)

















PRIVACY NOTICE
 

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





 
Investment Advisor
Orinda Asset Management LLC
4 Orinda Way, Suite 150-A
Orinda, CA  94563

Distributor
Quasar Distributors, LLC
615 East Michigan Street, 4th Floor
Milwaukee, WI  53202

Transfer Agent
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI  53202
(855) 467-4632

Custodian
U.S. Bank National Association
Custody Operations
1555 North 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.
 
Past performance results shown in this report should not be considered a representation of future performance.  Share price and returns will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.  Statements and other information herein are dated and are subject to change.
 
 







 
 

 
ORINDA FUNDS



 
Semi-Annual Report
August 31, 2016



 
Orinda Income Opportunities Fund
Class A Shares – OIOAX
Class D Shares – OIODX
Class I Shares – OIOIX
 
 
 
 





Table of Contents
 
Sector Allocation of Portfolio Assets
3
Schedule of Investments
4
Schedule of Securities Sold Short
11
Schedule of Options Written
12
Financial Statements
 
Statement of Assets and Liabilities
14
Statement of Operations
15
Statements of Changes in Net Assets
16
Statement of Cash Flows
18
Financial Highlights
19
Notes to the Financial Statements
22
Expense Example
39
Notice to Shareholders
41
Privacy Notice
 Inside Back Cover
 
 
 
 
 

 



SECTOR ALLOCATION OF PORTFOLIO ASSETS
at August 31, 2016 (Unaudited)

 



Percentages represent market value as a percentage of net assets.
 
 
 
 
 

3


SCHEDULE OF INVESTMENTS
at August 31, 2016 (Unaudited)

COMMON STOCKS - 0.8%
 
Shares
   
Value
 
             
Financials - 0.7%
           
Kennedy-Wilson Holdings, Inc.
   
85,524
   
$
1,886,659
 
                 
Utilities - 0.1%
               
Pattern Energy Group, Inc.
   
15,000
     
357,000
 
TOTAL COMMON STOCKS
               
  (Cost $2,079,196)
           
2,243,659
 
                 
REITS - 39.7%
               
                 
Financials - 38.1%
               
American Capital Agency Corp.
   
150,000
     
2,896,500
 
Apollo Commercial Real Estate Finance, Inc.*
   
209,520
     
3,415,176
 
Arbor Realty Trust, Inc.
   
97,630
     
760,538
 
Bluerock Residential Growth REIT, Inc.^
   
129,800
     
3,478,640
 
Bluerock Residential Growth REIT, Inc. - Class A*
   
288,500
     
3,865,900
 
Brixmor Property Group, Inc.
   
65,000
     
1,856,400
 
CBL & Associates Properties, Inc. - Series D
               
  Cumulative Preferred*
   
259,730
     
6,623,115
 
City Office REIT, Inc.*
   
402,999
     
5,222,867
 
Colony Capital, Inc.
   
45,000
     
831,150
 
Franklin Street Properties Corp.
   
129,397
     
1,625,226
 
Gladstone Commercial Corp.
   
29,887
     
537,966
 
Global Medical REIT, Inc.
   
38,463
     
413,477
 
Global Net Lease, Inc.*
   
411,146
     
3,412,512
 
Independence Realty Trust, Inc.*
   
534,359
     
5,049,693
 
Invesco Mortgage Capital, Inc.
   
35,000
     
550,900
 
iStar Financial, Inc. - Series D Cumulative Preferred*
   
163,980
     
4,053,586
 
iStar Financial, Inc. - Series E Cumulative Preferred*
   
219,477
     
5,328,902
 
iStar Financial, Inc. - Series F Cumulative Preferred*
   
144,431
     
3,514,006
 
iStar Financial, Inc. - Series I Cumulative Preferred
   
103,708
     
2,513,882
 
Ladder Capital Corp.
   
55,000
     
730,400
 
Lexington Realty Trust
   
55,000
     
593,450
 
Monmouth Real Estate Investment Corp. - Series B
               
  Cumulative Preferred
   
48,750
     
1,299,187
 
New Residential Investment Corp.
   
120,000
     
1,722,000
 
New York REIT, Inc.*
   
308,208
     
2,977,289
 
NorthStar Realty Finance Corp.
   
140,000
     
1,867,600
 
Northstar Realty Finance Corp. - Series B
               
  Cumulative Preferred
   
57,058
     
1,437,291
 


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

4


SCHEDULE OF INVESTMENTS (Continued)
at August 31, 2016 (Unaudited)

REITS - 39.7% (Continued)
 
Shares
   
Value
 
             
Financials - 38.1% (Continued)
           
Pebblebrook Hotel Trust - Series B Cumulative Preferred*
   
45,959
   
$
1,165,520
 
RAIT Financial Trust
   
62,500
     
1,515,000
 
RAIT Financial Trust - Series A Cumulative Preferred
   
85,795
     
1,757,082
 
RAIT Financial Trust - Series B Cumulative Preferred
   
29,496
     
654,811
 
RAIT Financial Trust - Series C Cumulative Preferred
   
30,487
     
710,042
 
RAIT Financial Trust - Unsecured*
   
134,548
     
3,025,984
 
Retail Opportunity Investments Corp.
   
40,000
     
892,400
 
Rexford Industrial Realty, Inc.^
   
50,000
     
1,285,000
 
Select Income REIT*
   
359,457
     
9,809,582
 
STAG Industrial, Inc.
   
26,800
     
665,444
 
Urstadt Biddle Properties, Inc.
   
108,909
     
2,473,323
 
VEREIT, Inc.*
   
650,000
     
6,792,500
 
Wheeler Real Estate Investment Trust, Inc.
   
2,356,172
     
4,146,863
 
Whitestone REIT*
   
206,560
     
2,993,054
 
             
104,464,258
 
Real Estate - 1.6%
               
Communications Sales & Leasing, Inc.
   
103,149
     
3,218,249
 
WPT Industrial Real Estate Investment Trust†~
   
100,000
     
1,115,150
 
             
4,333,399
 
TOTAL REITS
               
  (Cost $102,817,527)
           
108,797,657
 
                 
CONVERTIBLE PREFERRED STOCKS - 7.5%
               
                 
Financials - 7.4%
               
Colony Capital, Inc. - Series C Cumulative Preferred*
   
313,264
     
7,850,396
 
EPR Properties - Series E Convertible Preferred*
   
32,873
     
1,229,779
 
FelCor Lodging Trust, Inc. - Series A
               
  Convertible Preferred*
   
280,081
     
7,049,639
 
Wheeler Real Estate Investment Trust, Inc.
   
200,000
     
4,260,000
 
             
20,389,814
 
Telecommunication Services - 0.1%
               
Frontier Communications Corp.
   
1,500
     
135,435
 
TOTAL CONVERTIBLE PREFERRED STOCKS
               
  (Cost $19,543,471)
           
20,525,249
 


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

5


SCHEDULE OF INVESTMENTS (Continued)
at August 31, 2016 (Unaudited)

PREFERRED STOCKS - 61.1%
 
Shares
   
Value
 
             
Real Estate - 3.8%
           
VEREIT, Inc. - Series F Cumulative Preferred*
   
300,035
   
$
8,082,943
 
Washington Prime Group*
   
89,044
     
2,326,720
 
             
10,409,663
 
Consumer Discretionary - 1.4%
               
M/I Homes, Inc. - Series A Non-Cumulative
               
  Preferred, 9.75%*
   
78,073
     
1,971,343
 
TravelCenters of America LLC - Senior Unsecured,
               
  8.00%, 12/15/2029
   
46,665
     
1,189,957
 
TravelCenters of America LLC - Senior Unsecured,
               
  8.00%, 10/15/2030
   
6,347
     
161,722
 
TravelCenters of America LLC - Senior Unsecured,
               
  8.25%, 01/15/2028
   
21,069
     
540,736
 
             
3,863,758
 
Energy - 0.2%
               
Tsakos Energy Navigation Ltd. - Series D
               
  Perpetual Preferred†
   
22,050
     
545,296
 
                 
Financials - 53.1%
               
AG Mortgage Investment Trust, Inc. - Series A
               
  Cumulative Preferred
   
15,922
     
405,533
 
AG Mortgage Investment Trust, Inc. - Series B
               
  Cumulative Preferred
   
40,819
     
1,018,842
 
American Capital Agency Corp. Depositary
               
  Shares 1/1000 - Series B Cumulative Preferred*
   
123,583
     
3,265,063
 
American Homes 4 Rent
   
108,100
     
2,931,672
 
AmTrust Financial Services, Inc. - Series B
               
  Non-Cumulative Preferred
   
55,599
     
1,459,474
 
AmTrust Financial Services, Inc. - Series D
               
  Non-Cumulative Preferred
   
41,000
     
1,094,700
 
Annaly Capital Management, Inc.*
   
132,846
     
3,380,931
 
Annaly Capital Management, Inc. - Series C
               
  Cumulative Preferred
   
37,608
     
957,876
 
Annaly Capital Management, Inc. - Series D
               
  Cumulative Preferred
   
38,202
     
978,735
 
Apollo Commercial Real Estate Finance, Inc. - Series A
               
  Cumulative Preferred
   
96,893
     
2,502,746
 
Apollo Residential Mortgage, Inc. - Series A
               
  Cumulative Preferred*
   
382,290
     
9,496,084
 


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

6


SCHEDULE OF INVESTMENTS (Continued)
at August 31, 2016 (Unaudited)

PREFERRED STOCKS - 61.1% (Continued)
 
Shares
   
Value
 
             
Financials - 53.1% (Continued)
           
Arbor Realty Trust, Inc. - Senior Unsecured
   
60,000
   
$
1,522,800
 
Arbor Realty Trust, Inc. - Series A Cumulative Preferred
   
46,261
     
1,178,036
 
Arbor Realty Trust, Inc. - Series B Cumulative Preferred
   
20,323
     
511,327
 
Arbor Realty Trust, Inc. - Series C Cumulative Preferred*~
   
82,507
     
2,128,681
 
Ashford Hospitality Trust, Inc.^*
   
243,400
     
6,206,700
 
Ashford Hospitality Trust, Inc. - Series D
               
  Cumulative Preferred*
   
363,232
     
9,338,695
 
Banc Of California, Inc. - Series D
               
  Non-Cumulative Preferred*
   
56,908
     
1,553,588
 
Banc Of California, Inc. - Series E
               
  Non-Cumulative Preferred
   
30,984
     
831,920
 
Bluerock Residential Growth REIT, Inc. - Series A
               
  Redeemable Preferred*
   
186,486
     
5,119,041
 
Capstead Mortgage Corp. - Series E Cumulative Preferred
   
56,000
     
1,434,160
 
Cedar Realty Trust, Inc. - Series B Cumulative Preferred*
   
29,685
     
769,880
 
Chesapeake Lodging Trust - Series A
               
  Cumulative Preferred*
   
189,252
     
4,958,402
 
Citigroup, Inc.
   
32,100
     
875,046
 
Colony Capital, Inc. - Series A Cumulative Preferred*
   
257,402
     
6,741,358
 
Colony Capital, Inc. - Series B Cumulative Preferred
   
82,105
     
2,102,709
 
Corporate Office Properties Trust - Series L
               
  Cumulative Preferred*
   
86,643
     
2,290,841
 
CYS Investments, Inc. - Series B Cumulative Preferred*
   
91,317
     
2,214,437
 
DDR Corp.
   
46,528
     
1,228,339
 
DuPont Fabros Technology, Inc.
   
2,817
     
79,580
 
Hersha Hospitality Trust*
   
206,800
     
5,275,468
 
Invesco Mortgage Capital, Inc. - Series A
               
  Cumulative Preferred
   
81,453
     
2,074,608
 
Invesco Mortgage Capital, Inc. - Series B
               
  Cumulative Preferred*
   
165,097
     
4,241,342
 
Investors Real Estate Trust - Series B
               
  Cumulative Preferred
   
67,726
     
1,783,903
 
iStar Financial, Inc. - Series G Cumulative Preferred
   
37,603
     
909,993
 
Kemper Corp. - Subordinated
   
12,933
     
350,484
 
Kennedy-Wilson Holdings, Inc. - Senior Unsecured*
   
63,140
     
1,654,268
 
KKR & Co LP^
   
75,000
     
1,979,250
 
KKR Financial Holdings LLC - Series A
               
  Cumulative Preferred*
   
62,412
     
1,662,032
 
LaSalle Hotel Properties
   
53,617
     
1,428,893
 


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

7

SCHEDULE OF INVESTMENTS (Continued)
at August 31, 2016 (Unaudited)

PREFERRED STOCKS - 61.1% (Continued)
 
Shares
   
Value
 
             
Financials - 53.1% (Continued)
           
Landmark Infrastructure Partners LP^
   
75,000
   
$
1,916,250
 
LaSalle Hotel Properties - Series H Cumulative Preferred
   
43,244
     
1,116,776
 
MFA Financial, Inc. - Series B Cumulative Preferred*
   
64,075
     
1,653,776
 
National General Holdings Corp. - Series B
               
  Non-Cumulative Preferred
   
31,095
     
823,396
 
National General Holdings Corp. - Subordinated*
   
88,542
     
2,302,092
 
Northstar Realty Finance Corp. - Series C
               
  Cumulative Preferred*
   
195,090
     
5,025,518
 
Northstar Realty Finance Corp. - Series D
               
  Cumulative Preferred*
   
172,447
     
4,399,123
 
Northstar Realty Finance Corp. - Series E
               
  Cumulative Preferred*
   
394,508
     
10,142,801
 
Pebblebrook Hotel Trust
   
61,645
     
1,686,607
 
Pennsylvania Real Estate Investment Trust - Series A
               
  Cumulative Preferred*
   
143,148
     
3,714,691
 
Resource Capital Corp. - Series B Cumulative Preferred
   
41,000
     
956,530
 
Resource Capital Corp. - Series C Cumulative Preferred*
   
155,942
     
3,605,379
 
Retail Properties of America, Inc. - Series A
               
  Cumulative Preferred
   
36,282
     
997,392
 
STAG Industrial, Inc.
   
51,800
     
1,429,162
 
Summit Hotel Properties - Series A Cumulative Preferred*
   
42,722
     
1,081,721
 
Summit Hotel Properties, Inc.
   
50,000
     
1,303,000
 
Sunstone Hotel Investors, Inc.
   
40,000
     
1,052,400
 
UMH Properties, Inc.
   
37,650
     
1,033,493
 
WR Berkley Corp.
   
45,000
     
1,173,600
 
             
145,351,144
 
Industrials - 0.8%
               
Seaspan Corp.†
   
85,000
     
2,105,450
 
                 
Telecommunication Services - 1.8%
               
Qwest Corp.^
   
135,000
     
3,510,000
 
United States Cellular Corp.
   
56,846
     
1,534,274
 
             
5,044,274
 
TOTAL PREFERRED STOCKS
               
  (Cost $175,462,383)
           
167,319,585
 


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

8

SCHEDULE OF INVESTMENTS (Continued)
at August 31, 2016 (Unaudited)

         
Principal
 
CONVERTIBLE BONDS - 1.1%
 
Amount
   
Value
 
Resource Capital Corp., 6.000%, 12/01/2018
 
$
3,000,000
   
$
2,940,000
 
TOTAL CONVERTIBLE BONDS
               
  (Cost $2,786,780)
           
2,940,000
 
                 
CORPORATE BONDS - 0.6%
               
Bank of America Corp., 6.100%, 12/29/2049
   
1,000,000
     
1,052,500
 
Deutsche Bank AG, 7.500%, 12/29/2049
   
600,000
     
506,250
 
TOTAL CORPORATE BONDS 
               
  (Cost $1,591,252)
           
1,558,750
 
                 
EXCHANGE-TRADED NOTES - 0.5%
 
Shares
         
iPATH S&P 500 VIX Short-Term Futures ETN^†
   
37,500
     
1,359,000
 
TOTAL EXCHANGE-TRADED NOTES
               
  (Cost $1,384,525)
           
1,359,000
 
                 
PURCHASED OPTIONS - 0.0%
 
Contracts
         
Put Options - 0.0%
               
iShares U.S. Real Estate ETF
               
Expiration: September 2016, Exercise Price: $82.00
   
1,000
     
110,000
 
TOTAL PURCHASED OPTIONS
               
  (Cost $117,041)
           
110,000
 


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

9


SCHEDULE OF INVESTMENTS (Continued)
at August 31, 2016 (Unaudited)

SHORT-TERM INVESTMENTS - 1.5%
 
Shares
   
Value
 
             
MONEY MARKET FUNDS - 1.5%
           
Invesco Short-Term Investments Government
           
  TaxAdvantage Portfolio, 0.13%+
   
4,171,540
   
$
4,171,540
 
TOTAL SHORT-TERM INVESTMENTS 
               
  (Cost $4,171,540)
           
4,171,540
 
TOTAL INVESTMENTS
               
  (Cost $309,953,715) - 112.8%
           
309,025,440
 
Liabilities in Excess of Other Assets - (12.8)%
           
(35,033,947
)
TOTAL NET ASSETS - 100.0%
         
$
273,991,493
 

Percentages are stated as a percent of net assets.
^
Non-income producing.
+
The rate shown represents the fund’s 7-day yield as of August 31, 2016.
Variable rate security.  The rate shown represents the rate at August 31, 2016.
U.S. traded security of a foreign issuer or corporation.
*
All or a portion of the security has been segregated for open short positions.
~
Illiquid security; a security may be considered illiquid if it lacks a readily available market.  As of August 31, 2016, the value of these securities was $3,243,831 or 1.18% of total net assets.
 
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”).  GICS is a service mark of MSCI and S&P and has been licensed for use by US Bancorp Fund Services, LLC.
 





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

10


SCHEDULE OF SECURITIES SOLD SHORT
at August 31, 2016 (Unaudited)

EXCHANGE-TRADED FUNDS - 4.6%
 
Shares
   
Value
 
iShares U.S. Real Estate ETF
   
125,000
   
$
10,320,000
 
Vanguard REIT ETF
   
26,000
     
2,313,220
 
TOTAL SECURITIES SOLD SHORT
               
  (Proceeds $12,611,824) - 4.6%
         
$
12,633,220
 

Percentages are stated as a percent of net assets.
 
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”).  GICS is a service mark of MSCI and S&P and has been licensed for use by US Bancorp Fund Services, LLC.
 

 

 


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

11


SCHEDULE OF OPTIONS WRITTEN
at August 31, 2016 (Unaudited)

PUT OPTIONS
 
Contracts
   
Value
 
iShares U.S. Real Estate ETF
           
Expiration: September 2016, Exercise Price: $76.50
   
1,000
   
$
17,500
 
TOTAL OPTIONS WRITTEN
               
  (Premiums received $21,958)
         
$
17,500
 

 
 
 

 

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

12







 

 





(This Page Intentionally Left Blank.)
 















13


STATEMENT OF ASSETS AND LIABILITIES
at August 31, 2016 (Unaudited)

Assets:
     
Investments, at value (cost of $309,953,715)
 
$
309,025,440
 
Deposits at brokers
   
3,774,632
 
Receivables:
       
Securities sold
   
10,950,046
 
Fund shares sold
   
867,915
 
Dividends and interest
   
1,317,598
 
Prepaid expenses
   
31,940
 
Total assets
   
325,967,571
 
Liabilities:
       
Options written, at value (proceeds $21,958)
   
17,500
 
Securities sold short (proceeds $12,611,824)
   
12,633,220
 
Payables:
       
Loan payable
   
35,970,250
 
Due to custodian
   
1,998,861
 
Securities purchased
   
367,984
 
Fund shares redeemed
   
427,225
 
Advisory fee
   
227,643
 
Administration fee
   
66,487
 
Distribution fees
   
115,504
 
Service fees
   
26,679
 
Compliance expense
   
1,843
 
Custody fees
   
4,604
 
Transfer agent fees and expenses
   
28,527
 
Accrued expenses and other payables
   
89,751
 
Total liabilities
   
51,976,078
 
Net assets
 
$
273,991,493
 
Net assets consist of:
       
Paid in capital
 
$
280,555,039
 
Accumulated net investment loss
   
(1,963,102
)
Accumulated net realized loss on investments
   
(3,655,231
)
Net unrealized appreciation (depreciation) on:
       
Investments
   
(921,234
)
Options
   
(7,041
)
Securities sold short
   
(21,396
)
Written options contracts
   
4,458
 
Net assets
 
$
273,991,493
 
Class A:
       
Net assets applicable to outstanding Class A shares
 
$
94,507,400
 
Shares issued (Unlimited number of beneficial interest authorized, $0.01 par value)
   
3,935,454
 
Net asset value and redemption price per share
 
$
24.01
 
Maximum offering price per share (net asset value divided by 95.00%)
 
$
25.28
 
Class D:
       
Net assets applicable to outstanding Class D shares
 
$
23,552,206
 
Shares issued (Unlimited number of beneficial interest authorized, $0.01 par value)
   
984,669
 
Net asset value, offering price and redemption price per share
 
$
23.92
 
         
Class I:
       
Net assets applicable to outstanding Class I shares
 
$
155,931,887
 
Shares issued (Unlimited number of beneficial interest authorized, $0.01 par value)
   
6,473,070
 
Net asset value, offering price and redemption price per share
 
$
24.09
 


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

14

STATEMENT OF OPERATIONS
For the Six Months Ended August 31, 2016 (Unaudited)

Investment income:
     
Dividends
 
$
8,400,724
 
Interest
   
264,496
 
Total investment income
   
8,665,220
 
Expenses:
       
Investment advisory fees (Note 5)
   
1,194,779
 
Administration fees (Note 5)
   
127,504
 
Distribution fees (Note 6)
       
Distribution fees - Class A
   
102,391
 
Distribution fees - Class D
   
113,432
 
Service fees (Note 7)
       
Service fees - Class A
   
61,435
 
Service fees - Class D
   
11,343
 
Service fees - Class I
   
67,178
 
Transfer agent fees and expenses
   
58,098
 
Federal and state registration fees
   
30,360
 
Audit fees
   
11,445
 
Compliance expense
   
4,524
 
Legal fees
   
2,860
 
Reports to shareholders
   
24,596
 
Trustees’ fees and expenses
   
5,474
 
Custody fees
   
8,620
 
Interest Expense (Note 9)
   
224,277
 
Other
   
20,084
 
Total expenses before dividends and interest on short positions
   
2,068,400
 
Dividends expense on short positions
   
204,061
 
Broker interest expense on short positions
   
63,430
 
Total expenses before reimbursement from advisor
   
2,335,891
 
Expense reimbursement by advisor (Note 5)
   
(7,568
)
Net expenses
   
2,328,323
 
Net investment income
 
$
6,336,897
 
Realized and unrealized gain (loss) on investments:
       
Net realized gain (loss) on transactions from:
       
Investments
 
$
22,668,206
 
Securities sold short
   
(3,420,701
)
Net change in unrealized gain (loss) on:
       
Investments
   
9,959,400
 
Options
   
(7,041
)
Securities sold short
   
535,246
 
Written options contracts
   
4,458
 
Net realized and unrealized gain (loss) on investments
   
29,739,568
 
Net increase in net assets resulting from operations
 
$
36,076,465
 


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

15


STATEMENTS OF CHANGES IN NET ASSETS
 

   
Six Months Ended
       
   
August 31, 2016
   
Year Ended
 
   
(Unaudited)
   
February 29, 2016
 
Operations:
           
Net investment income
 
$
6,336,897
   
$
9,430,901
 
Net realized gain (loss) on investments
   
19,247,505
     
(13,821,422
)
Net change in unrealized
               
  appreciation (depreciation) on investments
   
10,492,063
     
(19,426,471
)
Net increase (decrease) in net assets
               
  resulting from operations
   
36,076,465
     
(23,816,992
)
                 
Distributions to Shareholders From:
               
Net investment income
               
Class A shares
   
(1,821,237
)
   
(3,022,094
)
Class D shares
   
(479,432
)
   
(814,777
)
Class I shares
   
(3,201,458
)
   
(5,814,916
)
Net realized gains
               
Class A shares
   
     
 
Class D shares
   
     
 
Class I shares
   
     
 
Return of Capital
               
Class A shares
   
(938,004
)
   
(1,709,743
)
Class D shares
   
(273,119
)
   
(537,808
)
Class I shares
   
(1,586,749
)
   
(3,100,661
)
Total distributions
   
(8,299,999
)
   
(14,999,999
)
                 
Capital Share Transactions:
               
Proceeds from shares sold
               
Class A shares
   
36,004,798
     
47,143,762
 
Class D shares
   
1,440,663
     
4,847,777
 
Class I shares
   
40,826,769
     
48,630,325
 
Proceeds from shares issued to holders
               
  in reinvestment of dividends
               
Class A shares
   
2,594,574
     
4,363,320
 
Class D shares
   
607,491
     
1,095,415
 
Class I shares
   
4,109,168
     
7,933,387
 
Cost of shares redeemed
               
Class A shares
   
(19,940,171
)
   
(47,255,347
)
Class D shares
   
(2,554,516
)
   
(3,934,038
)
Class I shares
   
(26,053,918
)
   
(64,014,870
)
Net increase (decrease) in net assets
               
  from capital share transactions
   
37,034,858
     
(1,190,269
)
Total increase (decrease) in net assets
   
64,811,324
     
(40,007,260
)
                 
Net Assets:
               
Beginning of period
   
209,180,169
     
249,187,429
 
End of period
 
$
273,991,493
   
$
209,180,169
 
Accumulated net investment loss
 
$
(1,963,102
)
 
$
 


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

16

STATEMENT OF CHANGES IN NET ASSETS (Continued)
 
 
   
Six Months Ended
       
   
August 31, 2016
   
Year Ended
 
   
(Unaudited)
   
February 29, 2016
 
Changes in Shares Outstanding:
           
Shares sold
           
Class A shares
   
1,578,453
     
2,020,152
 
Class D shares
   
62,003
     
206,968
 
Class I shares
   
1,762,414
     
2,112,152
 
Proceeds from shares issued to holders
               
  in reinvestment of dividends
               
Class A shares
   
116,683
     
185,637
 
Class D shares
   
27,489
     
46,662
 
Class I shares
   
184,473
     
335,138
 
Shares redeemed
               
Class A shares
   
(874,624
)
   
(2,054,826
)
Class D shares
   
(112,114
)
   
(173,549
)
Class I shares
   
(1,157,136
)
   
(2,735,458
)
Net increase (decrease) in shares outstanding
   
1,587,641
     
(57,124
)

 
 
 
 

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

17


STATEMENT OF CASH FLOWS
For the Six Months Ended August 31, 2016 (Unaudited)

Cash flows from operating activities:
     
Net increase in net assets resulting from operations
 
$
36,076,465
 
Adjustments to reconcile net increase in net assets
       
  from operations to net cash used in operating activities:
       
Purchases of investments
   
(227,677,707
)
Purchases to cover securities sold short
   
(163,317,794
)
Proceeds from sales of long-term investments
   
168,014,464
 
Proceeds from securities sold short
   
146,485,372
 
Premiums received on written options
   
21,958
 
Purchases of short-term investments, net
   
(950,609
)
Return of capital distributions received from underlying investments
   
136,196
 
Amortization and accretion of premium and discount
   
(68,463
)
Net realized gain on investments
   
(22,668,206
)
Net realized loss on short transactions
   
3,420,701
 
Change in unrealized appreciation on investments
   
(9,952,359
)
Change in unrealized appreciation on short transactions
   
(535,246
)
Change in unrealized appreciation on written options
   
(4,458
)
Increases (decreases) in operating assets:
       
Increase in dividends and interest receivable
   
(312,795
)
Decrease in deposits at broker for short sales
   
23,918,155
 
Increase in receivable for investment securities sold
   
(8,424,214
)
Increase in prepaid expenses and other assets
   
(22,303
)
Increases (decreases) in operating liabilities:
       
Decrease in payable for investment securities purchased
   
(9,345,857
)
Decrease in dividends payable on short positions
   
(1,500
)
Increase in payable to Advisor
   
78,930
 
Increase in payable for distribution and service fees
   
39,200
 
Increase in other accrued expenses
   
119,433
 
Net cash used in operating activities
   
(64,970,637
)
         
Cash flows from financing activities:
       
Proceeds from shares sold
   
96,430,565
 
Payment on shares redeemed
   
(48,462,714
)
Cash distributions paid to shareholders
   
(988,766
)
Increase in loan payable
   
15,980,630
 
Increase in payable to custodian
   
1,998,861
 
Net cash used in financing activities
   
64,958,576
 
Net change in cash
   
(12,061
)
         
Cash:
       
Beginning balance
   
12,061
 
Ending balance
 
$
 
         
Supplemental disclosures:
       
Cash paid for interest
 
$
287,707
 
Non-cash financing activities – distributions reinvested
   
7,311,233
 
Non-cash financing activities – increase in receivable for Fund shares sold
   
18,158,335
 
Non-cash financing activities – decrease in payable for Fund shares redeemed
   
85,891
 


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

18


FINANCIAL HIGHLIGHTS
 

For a capital share outstanding throughout the period

Class A
   
Six Months
               
June 28,
 
   
Ended
   
For the
   
For the
   
2013
 
   
August 31,
   
Year Ended
   
Year Ended
   
through
 
   
2016
   
February 29,
   
February 28,
   
February 28,
 
   
(Unaudited)
   
2016
   
2015
   
2014*
 
Net Asset Value –
                         
  Beginning of Period
 
$
21.31
   
$
25.25
   
$
25.57
   
$
25.00
 
Income from
                               
  Investment Operations:
                               
Net investment income (loss)
   
0.64
     
0.93
     
0.97
     
0.65
 
Net realized and unrealized
                               
  gain (loss) on investments
   
2.87
     
(3.37
)
   
0.22
     
0.39
 
Total from investment operations
   
3.51
     
(2.44
)
   
1.19
     
1.04
 
Less Distributions:
                               
Dividends from net investment income
   
(0.54
)
   
(0.96
)
   
(1.32
)
   
(0.43
)
Distributions from net realized gains
   
     
     
(0.01
)
   
(0.04
)
Return of Capital
   
(0.27
)
   
(0.54
)
   
(0.18
)
   
 
Total distributions
   
(0.81
)
   
(1.50
)
   
(1.51
)
   
(0.47
)
Net Asset Value –
                               
  End of Period
 
$
24.01
   
$
21.31
   
$
25.25
   
$
25.57
 
Total Return
   
16.84
%+
   
(10.09
)%
   
4.79
%
   
4.22
%+
                                 
Ratios and Supplemental Data:
                               
Net assets,
                               
  end of period (thousands)
 
$
94,507
   
$
66,375
   
$
74,834
   
$
14,421
 
Ratio of operating expenses
                               
  to average net assets:
                               
Before Recoupments/Reimbursements
 
2.05
%^    
2.15
%
   
1.96
%
 
2.55
%^
After Recoupments/Reimbursements
 
2.04
%^    
2.15
%
   
2.00
%
 
1.92
%^
Ratio of interest expense and
                               
  dividends on short positions
                               
  to average net assets
 
0.40
%^    
0.48
%
   
0.28
%
 
0.02
%^
Ratio of net investment income (loss)
                               
  to average net assets:
                               
Before Recoupments/Reimbursements
 
5.11
%^    
3.97
%
   
4.53
%
 
5.45
%^
After Recoupments/Reimbursements
 
5.12
%^    
3.97
%
   
4.49
%
 
6.08
%^
Portfolio turnover rate
   
65
%+
   
127
%
   
185
%
   
119
%+

*
Commencement of operations for Class A shares was June 28, 2013.
+
Not Annualized
^
Annualized


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

19

FINANCIAL HIGHLIGHTS (Continued)
 

For a capital share outstanding throughout the period

Class D
   
Six Months
               
September 27,
 
   
Ended
   
For the
   
For the
   
2013
 
   
August 31,
   
Year Ended
   
Year Ended
   
through
 
   
2016
   
February 29,
   
February 28,
   
February 28,
 
   
(Unaudited)
   
2016
   
2015
   
2014*
 
Net Asset Value –
                         
  Beginning of Period
 
$
21.25
   
$
25.17
   
$
25.51
   
$
25.01
 
Income from
                               
  Investment Operations:
                               
Net investment income (loss)
   
0.53
     
0.82
     
0.92
     
0.53
 
Net realized and unrealized
                               
  gain (loss) on investments
   
2.90
     
(3.37
)
   
0.07
     
0.44
 
Total from investment operations
   
3.43
     
(2.55
)
   
0.99
     
0.97
 
Less Distributions:
                               
Dividends from net investment income
   
(0.49
)
   
(0.83
)
   
(1.14
)
   
(0.43
)
Distributions from net realized gains
   
     
     
(0.01
)
   
(0.04
)
Return of Capital
   
(0.27
)
   
(0.54
)
   
(0.18
)
   
 
Total distributions
   
(0.76
)
   
(1.37
)
   
(1.33
)
   
(0.47
)
Net Asset Value –
                               
  End of Period
 
$
23.92
   
$
21.25
   
$
25.17
   
$
25.51
 
Total Return
   
16.47
%+
   
(10.56
)%
   
3.97
%
   
3.95
%+
                                 
Ratios and Supplemental Data:
                               
Net assets,
                               
  end of period (thousands)
 
$
23,552
   
$
21,405
   
$
23,336
   
$
12,450
 
Ratio of operating expenses
                               
  to average net assets:
                               
Before Recoupments/Reimbursements
 
2.77
%^    
2.81
%
   
2.70
%
 
2.77
%^
After Recoupments/Reimbursements
 
2.74
%^    
2.67
%
   
2.76
%
 
2.67
%^
Ratio of interest expense and
                               
  dividends on short positions
                               
  to average net assets
 
0.43
%^    
0.49
%
   
0.27
%
 
0.02
%^
Ratio of net investment income (loss)
                               
  to average net assets:
                               
Before Recoupments/Reimbursements
 
4.60
%^    
3.32
%
   
3.75
%
 
7.62
%^
After Recoupments/Reimbursements
 
4.63
%^    
3.46
%
   
3.69
%
 
7.72
%^
Portfolio turnover rate
   
65
%+
   
127
%
   
185
%
   
119
%+

*
Commencement of operations for Class D shares was September 27, 2013.
+
Not Annualized
^
Annualized


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

20


FINANCIAL HIGHLIGHTS (Continued)
 

For a capital share outstanding throughout the period

Class I
   
Six Months
               
June 28,
 
   
Ended
   
For the
   
For the
   
2013
 
   
August 31,
   
Year Ended
   
Year Ended
   
through
 
   
2016
   
February 29,
   
February 28,
   
February 28,
 
   
(Unaudited)
   
2016
   
2015
   
2014*
 
Net Asset Value –
                         
  Beginning of Period
 
$
21.36
   
$
25.29
   
$
25.60
   
$
25.00
 
Income from
                               
  Investment Operations:
                               
Net investment income (loss)
   
0.67
     
0.99
     
1.15
     
0.59
 
Net realized and unrealized
                               
  gain (loss) on investments
   
2.89
     
(3.36
)
   
0.12
     
0.50
 
Total from investment operations
   
3.56
     
(2.37
)
   
1.27
     
1.09
 
Less Distributions:
                               
Dividends from net investment income
   
(0.56
)
   
(1.02
)
   
(1.39
)
   
(0.45
)
Distributions from net realized gains
   
     
     
(0.01
)
   
(0.04
)
Return of Capital
   
(0.27
)
   
(0.54
)
   
(0.18
)
   
 
Total distributions
   
(0.83
)
   
(1.56
)
   
(1.58
)
   
(0.49
)
Net Asset Value –
                               
  End of Period
 
$
24.09
   
$
21.36
   
$
25.29
   
$
25.60
 
Total Return
   
17.05
%+
   
(9.81
)%
   
5.08
%
   
4.44
%+
                                 
Ratios and Supplemental Data:
                               
Net assets,
                               
  end of period (thousands)
 
$
155,932
   
$
121,400
   
$
151,017
   
$
72,370
 
Ratio of operating expenses
                               
  to average net assets:
                               
Before Recoupments/Reimbursements
 
1.76
%^    
1.85
%
   
1.64
%
 
1.96
%^
After Recoupments/Reimbursements
 
1.76
%^    
1.84
%
   
1.70
%
 
1.62
%^
Ratio of interest expense and
                               
  dividends on short positions
                               
  to average net assets
 
0.41
%^    
0.49
%
   
0.27
%
 
0.02
%^
Ratio of net investment income (loss)
                               
  to average net assets:
                               
Before Recoupments/Reimbursements
 
5.53
%^    
4.21
%
   
4.71
%
 
6.75
%^
After Recoupments/Reimbursements
 
5.53
%^    
4.22
%
   
4.65
%
 
7.09
%^
Portfolio turnover rate
   
65
%+
   
127
%
   
185
%
   
119
%+

*
Commencement of operations for Class I shares was June 28, 2013.
+
Not Annualized
^
Annualized


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

21


NOTES TO FINANCIAL STATEMENTS
August 31, 2016 (Unaudited)

 
NOTE 1 – ORGANIZATION
 
The Orinda Income Opportunities Fund (the “Fund”) is a non-diversified series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as an open-end management investment company.  The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services-Investment Companies.”  The investment objective of the Income Opportunities Fund is to maximize current income with potential for modest growth of capital.  The Fund’s Class A and Class I shares commenced operations on June 28, 2013. The Fund’s Class D shares commenced operations on September 27, 2013.  Each class of shares differs principally in its respective shareholder servicing expenses, distribution expenses and sales charges, if any.  Each class of shares has identical rights to earnings, assets and voting privileges, except for class-specific expenses and exclusive rights to vote on matters affecting only individual classes.
 
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 provisions are 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 in its return filed for the open tax year ended 2014-2016, or expected to be taken in the Fund’s 2017 tax return.  The Fund identifies its major tax jurisdictions as U.S. Federal and the state of Wisconsin; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
 
 
C.
Securities Transactions, Income and Distributions:  Securities transactions are accounted for on the trade date.  Realized gains and losses on securities sold are determined on the basis of identified cost.  Interest income is recorded on an accrual basis.  Dividend income and distributions to shareholders are recorded on the ex-dividend date.  Withholding taxes on foreign dividends have been provided

22


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

   
for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.
 
   
The Fund distributes substantially all of its net investment income, if any, quarterly, and net realized capital gains, if any, annually.  The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations, which 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.
 
   
Investment income, expenses (other than those specific to the class of shares), and realized and unrealized gains and losses on investments are allocated to the separate classes of the Fund’s shares based upon their relative net assets on the date income is earned or expensed and realized and unrealized gains and losses are incurred.
 
   
Each Fund is charged for those expenses that are directly attributable to the Fund, such as investment advisory, custody and transfer agent fees.  Expenses that are not attributable to a Fund are typically allocated among the Funds in proportion to their respective net assets.
 
 
D.
Use of Estimates:  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period.  Actual results could differ from those estimates.
 
 
E.
Foreign Currency:  Values of investments denominated in foreign currencies are converted into U.S. dollars using the spot market rate of exchange at the time of valuation.  Purchases and sales of investments and income are translated into U.S. dollars using the spot market rate of exchange prevailing on the respective dates of such transactions.  Foreign investments present additional risks due to currency fluctuations, economic and political factors, lower liquidity, government regulations, differences in accounting standards and other factors.
 
 
F.
Redemption Fees:  The Fund does not charge redemption fees to shareholders.
 
 
G.
Options Transactions:  The Fund may utilize options for hedging purposes as well as direct investment.  Some options strategies, including buying puts, tend to hedge the Fund’s investments against price fluctuations.  Other strategies, such as writing puts and calls and buying calls, tend to increase market exposure.  Options contracts may be combined with each other in order to adjust the risk and return characteristics of each Fund’s overall strategy in a manner deemed appropriate to the Advisor and consistent with each Fund’s investment objective and policies.  When a call or put option is written, an amount equal to the premium received is recorded as a liability.  The liability is marked-to-market daily to reflect the

23


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

   
current fair value of the written option.  When a written option expires, a gain is realized in the amount of the premium originally received.  If a closing purchase contract is entered into, a gain or loss is realized in the amount of the original premium less the cost of the closing transaction.  If a written call option is exercised, a gain or loss is realized from the sale of the underlying security, and the proceeds from such sale are increased by the premium originally received.  If a written put option is exercised, the amount of the premium originally received reduces the cost of the security which is purchased upon the exercise of the option.
 
   
With options, there is minimal counterparty credit risk to the Fund since the options are covered or secured, which means that the Fund will own the underlying security or, to the extent it does not hold such a portfolio, will maintain a segregated account with the Fund’s custodian consisting of high quality liquid debt obligations equal to the market value of the option, marked to market daily.
     
   
Options purchased are recorded as investments and marked-to-market daily to reflect the current fair value of the option contract.  If an option purchased expires, a loss is realized in the amount of the cost of the option contract.  If a closing transaction is entered into, a gain or loss is realized to the extent that the proceeds from the sale are greater or less than the cost of the option.  If a purchase put option is exercised, a gain or loss is realized from the sale of the underlying security by adjusting the proceeds from such sale by the amount of the premium originally paid.  If a purchased call option is exercised, the cost of the security purchased upon exercise is increased by the premium originally paid.
 
 
H.
Futures Contracts and Options on Futures Contracts:  The Fund is subject to equity price risk, interest rate risk, and foreign currency exchange rate risk in the normal course of pursuing its investment objectives.  The Fund uses futures contracts and options on such futures contracts to gain exposure to, or hedge against, changes in the value of equities, interest rates or foreign currencies.  A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.  Upon entering into such contracts, the Fund is required to deposit with the broker, either in cash or securities, an initial margin deposit in an amount equal to a certain percentage of the contract amount.  Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gains or losses by the Fund.  Upon entering into such contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the futures contracts and may realize a loss.  With futures, there is minimal counterparty credit risk to the Fund since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures against default.  The use of futures contracts, and options on futures contracts, involves the risk of imperfect

24


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

   
correlation in movements in the price of futures contracts and options thereon, interest rates and the underlying hedged assets.
 
 
I.
Leverage and Short Sales:  The Fund may use leverage in connection with its investment activities and may effect short sales of securities.  Leverage can increase the investment returns of the Fund if the securities purchased increase in value in an amount exceeding the cost of the borrowing.  However, if the securities decrease in value, the Fund will suffer a greater loss than would have resulted without the use of leverage.  A short sale is the sale by the Fund of a security which it does not own in anticipation of purchasing the same security in the future at a lower price to close the short position.  A short sale will be successful if the price of the shorted security decreases.  However, if the underlying security goes up in price during the period in which the short position is outstanding, the Fund will realize a loss.  The risk on a short sale is unlimited because the Fund must buy the shorted security at the higher price to complete the transaction.  Therefore, short sales may be subject to greater risks than investments in long positions.  With a long position, the maximum sustainable loss is limited to the amount paid for the security plus the transaction costs, whereas there is no maximum attainable price of the shorted security.  The Fund would also incur increased transaction costs associated with selling securities short.  In addition, if the Fund sells securities short, it must maintain a segregated account with its custodian containing cash or high-grade securities equal to (i) the greater of the current market value of the securities sold short or the market value of such securities at the time they were sold short, less (ii) any collateral deposited with the Fund’s broker (not including the proceeds from the short sales).  The Fund may be required to add to the segregated account as the market price of a shorted security increases.  As a result of maintaining and adding to its segregated account, the Fund may maintain higher levels of cash or liquid assets (for example, U.S. Treasury bills, repurchase agreements, high quality commercial paper and long equity positions) for collateral needs thus reducing its overall managed assets available for trading purposes.  The Fund is obligated to pay the counterparty any dividends or interest due on securities sold short.  Such dividends and interest are recorded as an expense to the Fund.
 
 
J.
Mutual Fund and ETF Trading Risk:  The Fund may invest in other mutual funds that are either open-end or closed-end investment companies as well as ETFs.  ETFs are investment companies that are bought and sold on a national securities exchange.  Unlike mutual funds, ETFs do not necessarily trade at the net asset values of their underlying securities, which means an ETF could potentially trade above or below the value of the underlying portfolios.  Additionally, because ETFs trade like stocks on exchanges, they are subject to trading and commission costs unlike mutual funds.  Also, both mutual funds and ETFs have management fees that are part of their costs, and the Fund will indirectly bear its proportionate share of the costs.

25


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

 
K.
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 Statements of Assets and Liabilities:

   
Undistributed
Accumulated
 
   
Net Investment
Net Realized
Paid In
   
Income/(Loss)
Gain/(Loss)
Capital
 
Income Opportunities Fund
$220,886
$(776,512)
$555,626
 
 
L.
REITs:  The Fund has made certain investments 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 shareholders and, accordingly, a portion of the Fund’s distributions may also be designated as a return of capital.
 
 
M.
Events Subsequent to the Fiscal Period End:  In preparing the financial statements as of August 31, 2016, management considered the impact of subsequent events for potential recognition or disclosure in the financial statements.
 
 
N.
Disclosure for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent):  In May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-07 “Disclosure for Investments in Certain Entities that Calculate Net Asset Value (“NAV”) per Share (or its equivalent).”  The amendments in ASU No. 2015-07 remove the requirement to categorize within the fair value hierarchy investments measured using the NAV practical expedient.  The ASU also removes certain disclosure requirements for investments that qualify, but do not utilize, the NAV practical expedient.  The amendments in the ASU are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years.  Management is currently evaluating the impact these changes will have on the Funds’ financial statements and related disclosures.
 
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 of 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:
 

26


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

 
Level 1 –
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
 
 
Level 2 –
Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
 
 
Level 3 –
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
 
Following is a description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis.
 
Equity Securities:  Equity securities, including common stocks, preferred stocks, foreign- issued common stocks, exchange-traded funds, closed-end mutual funds and real estate investment trusts (REITs), 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.  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.
 
Investment Companies:  Investments in open-end mutual funds, including money market funds, are generally priced at their net asset value per share provided by the service agent of the Fund and will be classified in level 1 of the fair value hierarchy.
 
Exchange-Traded Notes:  Investments in exchange-traded notes are actively traded on a national securities exchange and are valued based on the last sales price from the exchange and are categorized in level 1 of the fair value hierarchy.
 
Derivative Instruments:  Listed derivatives, including options, rights, warrants and futures that are actively traded are valued based on quoted prices from the exchange and are categorized in level 1 of the fair value hierarchy.
 
Short-Term Debt 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.
 

27


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

The Board of Trustees (“Board”) has delegated day-to-day valuation issues to a Valuation Committee of Advisors Series Trust which is comprised of representatives from U.S. Bancorp Fund Services, LLC, the Funds’ administrator.  The function of the Valuation Committee is to value securities where current and reliable market quotations are not readily available or the closing price does not represent fair value by following procedures approved by the Board.  These procedures consider many factors, including the type of security, size of holding, trading volume, and news events.  All actions taken by the Valuation Committee are subsequently reviewed and ratified by the Board.
 
Depending on the relative significance of the valuation inputs, fair valued securities may be classified in either level 2 or level 3 of the fair value hierarchy.
 
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.  The following is a summary of the fair valuation hierarchy of the Fund’s securities as of August 31, 2016:
 





28


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

   
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets
                       
Common Stocks
                       
  Financials
 
$
1,886,659
   
$
   
$
   
$
1,886,659
 
  Utilities
   
357,000
     
     
     
357,000
 
Total Common Stocks
   
2,243,659
     
     
     
2,243,659
 
REITs
                               
  Financials
   
104,464,258
     
     
     
104,464,258
 
  Real Estate
   
4,333,399
     
     
     
4,333,399
 
Total REITs
   
108,797,657
     
     
     
108,797,657
 
Convertible Preferred Stocks
                               
  Financials
   
20,389,814
     
     
     
20,389,814
 
  Telecommunication Services
   
135,435
     
     
     
135,435
 
Total Convertible Preferred Stocks
   
20,525,249
     
     
     
20,525,249
 
Preferred Stocks
                               
  Real Estate
   
10,409,663
     
     
     
10,409,663
 
  Consumer Discretionary
   
3,323,022
     
540,736
     
     
3,863,758
 
  Energy
   
545,296
     
     
     
545,296
 
  Financials
   
137,002,661
     
8,348,483
     
     
145,351,144
 
  Industrials
   
2,105,450
     
     
     
2,105,450
 
  Telecommunication Services
   
5,044,274
     
     
     
5,044,274
 
Total Preferred Stocks
   
158,430,366
     
8,889,219
     
     
167,319,585
 
Convertible Bonds
   
     
2,940,000
     
     
2,940,000
 
Corporate Bonds
   
     
1,558,750
     
     
1,558,750
 
Exchange-Traded Notes
   
1,359,000
     
     
     
1,359,000
 
Purchased Options
                               
  Put Options
   
     
110,000
     
     
110,000
 
Total Purchased Options
   
     
110,000
     
     
110,000
 
Short-Term Investments
   
4,171,540
     
     
     
4,171,540
 
Total Investments in Securities
 
$
295,527,471
   
$
13,497,969
   
$
   
$
309,025,440
 
Total Assets
 
$
295,527,471
   
$
13,497,969
   
$
   
$
309,025,440
 
Liabilities
                               
Securities Sold Short
 
$
12,633,220
   
$
   
$
   
$
12,633,220
 
Written Options
                               
  Put Options
   
     
17,500
     
     
17,500
 
Total Liabilities
 
$
12,633,220
   
$
17,500
   
$
   
$
12,650,720
 
 
Refer to the Fund’s Schedule of Investments for a detailed breakout of securities.  Transfers between levels are recognized at August 31, 2016, the end of the reporting period.  The Fund transferred $10,760,118 from level 2 to level 1 at August 31, 2016 because these securities were now being priced at the official close.  The Fund transferred $7,836,819 from level 1 to level 2 at August 31, 2016
 

29


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

because the securities were priced at the mean between the bid and ask spread. There were no level 3 securities held in the Fund on August 31, 2016.
 
NOTE 4 – DERIVATIVES TRANSACTIONS
 
The Fund may use derivatives for different purposes, such as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risk.  The various derivative instruments that the Fund may use are options, futures, swaps, and forward foreign currency contracts, among others.  The Fund may also use derivatives for leverage, in which case their use would involve leveraging risk.  The Fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments.  Derivatives are subject to a number of risks, such as liquidity risk, interest rate risk, market risk, credit risk, and management risk.  A Fund investing in a derivative instrument could lose more than the principal amount invested.
 
The Fund has adopted the disclosure provisions of FASB Accounting Standard Codification 815, Derivatives and Hedging (“ASC 815”).  ASC 815 requires enhanced disclosures about the Fund’s use of, and accounting for, derivative instruments and the effect of derivative instruments on the Fund’s results of operations and financial position.  Tabular disclosure regarding derivative fair value and gain/loss by contract type (e.g., interest rate contracts, foreign exchange contracts, credit contracts, etc.) is required and derivatives accounted for as hedging instruments under ASC 815 must be disclosed separately from those that do not qualify for hedge accounting.  Even though the Fund may use derivatives in an attempt to achieve an economic hedge, the Fund’s derivatives are not accounted for as hedging instruments under ASC 815 because investment companies account for their derivatives at fair value and record any changes in fair value in current period earnings.
 
Average Balance Information
 
The average monthly market values of purchased and written options during the six months ended August 31, 2016 for the Fund were $18,333 and $2,917, respectively.
 
Transactions in written options contracts for the six months ended August 31, 2016, are as follows:
 
     
Number of
   
Premiums
 
     
Contracts
   
Received
 
 
Beginning Balance
   
   
$
 
 
Options written
   
(1,000
)
   
(21,958
)
 
Options closed
   
     
 
 
Options expired
   
     
 
 
Options exercised
   
     
 
 
Outstanding at August 31, 2016
   
(1,000
)
 
$
(21,958
)

30


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

The locations on the Statement of Assets and Liabilities of the Fund’s derivative positions by type of exposure, all of which are not accounted for as hedging instruments under ASC 815, are as follows:
 
Values of Derivative Instruments as of August 31, 2016 on the Statement of Assets and Liabilities:
 
 
Assets
 
Liabilities
Derivatives not accounted
         
for as hedging instruments
 
Fair
   
Fair
under ASC 815
Location
Value
 
Location
Value
Equity Contracts –
Investments,
   
Options written,
 
Options
at fair value
$110,000
 
at value
$17,500
Total
 
$110,000
   
$17,500
 
The effect of Derivative Instruments on the Statement of Operations for the six months ended August 31, 2016:
 
Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives not accounted
       
for as hedging instruments
Purchased
Written
   
under ASC 815
Options
Options
Futures
Total
Equity Contracts
$(7,041)
$4,458
$     —
$(2,583)
Total
$(7,041)
$4,458
$     —
$(2,583)
 
NOTE 5 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
 
For the six months ended August 31, 2016, Orinda Asset Management, LLC (the “Advisor”) provided the Fund with investment management services under an Investment Advisory Agreement.  The Advisor furnishes all investment advice, office space, and 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 1.00% based upon the average daily net assets of the Fund.  For the six months ended August 31, 2016, the Fund incurred $1,194,779 in advisory fees.  Advisory fees payable at August 31, 2016 were $227,643.
 
The Fund is responsible for its own operating expenses.  The Advisor has contractually agreed to waive its fees and/or absorb expenses of the Fund to ensure that the net annual operating expenses (excluding Acquired Fund Fees and Expenses, taxes, interest and dividends on securities sold short and extraordinary expenses) do not exceed the following amounts of the average daily net assets for each class of shares:
 
Orinda Income Opportunities Fund
 
Class A
1.85%
 
 
Class D
2.55%
 
 
Class I
1.55%
 

31


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund’s obligations are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on the Fund’s expenses.  The Advisor is permitted to be reimbursed for fee reductions and expense payments made in the previous three fiscal years.  Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made.  Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses.  During the six months ended August 31, 2016, the Advisor reimbursed the Fund for shareholder servicing fees in the amount of $7,568 that was a result of the Fund not fully utilizing the fees that had been earned in fiscal year 2016.  This amount will not be subject to recapture in the future.
 
Cumulative expenses subject to recapture pursuant to the aforementioned conditions and the year of expiration are as follows:
 
   
2017
2018
2019
2020
Total
 
Income Opportunities Fund
$   —
$   —
$   —
$   —
$   —
 
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 also serves as the fund accountant, Chief Compliance Officer and transfer agent to the Fund.  U.S. Bank N.A., an affiliate of U.S. Bancorp Fund Services, serves as the Fund’s custodian.  For the six months ended August 31, 2016, the Fund incurred the following expenses for administration, fund accounting, transfer agency, custody and Chief Compliance Officer fees:
 
Orinda Income Opportunities Fund
 
Administration & fund accounting
 
$
127,504
 
 
Custody
 
$
8,620
 
 
Transfer agency(a)
 
$
47,840
 
 
Chief Compliance Officer
 
$
4,524
 
           
 
(a) Does not include out-of-pocket expenses.
       
 
At August 31, 2016, the Fund had payables due to U.S. Bancorp Fund Services, LLC 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:
 

32


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

Orinda Income Opportunities Fund
 
Administration & fund accounting
 
$
66,487
 
 
Custody
 
$
4,604
 
 
Transfer agency(a)
 
$
24,435
 
 
Chief Compliance Officer
 
$
1,843
 
           
 
(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.
 
Certain officers of the Fund are employees of the Administrator.
 
NOTE 6 – DISTRIBUTION AGREEMENT AND PLAN
 
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 (the “Plan”).  The Plan permits the Fund to pay for distribution and related expenses at an annual rate of up to 0.25% of the average daily net assets of the Fund’s Class A shares and up to 1.00% for the Fund’s Class D shares.  The expenses covered by the Plan may include the cost in connection with the promotion and distribution of shares and the provision of personal services to shareholders, including, but not necessarily limited to, advertising, compensation to underwriters, dealers and selling personnel, the printing and mailing of prospectuses to other than current Fund shareholders, and the printing and mailing of sales literature.  Payments made pursuant to the Plan will represent compensation for distribution and service activities, not reimbursements for specific expenses incurred.  For the six months ended August 31, 2016, the Fund incurred distribution expenses of $102,391 on the Class A shares and $113,432 for the Class D shares pursuant to the Plan.
 
NOTE 7 – SHAREHOLDER SERVICING FEE
 
The Fund has entered into a shareholder servicing agreement (the “Agreement”) with the Advisor, under which the Advisor will provide, or arrange for others to provide, certain specified shareholder services.  As compensation for the provision of shareholder services, the Fund may pay servicing fees at an annual rate of 0.15% of the average daily net assets of the Class A shares and 0.10% of the average daily net assets of the Class D and Class I shares.  Payments to the Advisor under the Agreement may reimburse the Advisor for payments it makes to selected brokers, dealers and administrators which have entered into service agreements with the Advisor for services provided to shareholders of the Fund.  The services provided by such intermediaries are primarily designed to assist shareholders of the Fund and include the furnishing of office space and equipment, telephone facilities, personnel, and assistance to the Fund in servicing such shareholders.  Services provided by such intermediaries also include the provision of support services to the Fund and include establishing and maintaining shareholders’ accounts and record processing, purchase and redemption transactions, answering routine client inquiries regarding the Fund, and providing such other personal services to shareholders as the
 

33


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

Fund may reasonably request.  For the six months ended August 31, 2016, the Fund incurred, under the Agreement, shareholder servicing fees as follows:
 
 
Class A
$61,435
 
 
Class D
$11,343
 
 
Class I
$67,178
 
 
NOTE 8 – SECURITIES TRANSACTIONS
 
For the six months ended August 31, 2016, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were as follows:
 
   
Purchases
Sales
 
Income Opportunities Fund
$227,677,707
$164,504,845
 
There were no purchases or sales of long-term U.S. Government securities.
 
NOTE 9 – LEVERAGE & LINE OF CREDIT
 
The Income Opportunities Fund may purchase securities with borrowed money, including bank overdrafts (a form of leverage). The Fund may borrow amounts up to one-third of the value of its assets after giving effect to such borrowing. Leverage exaggerates the effect on the net asset value of any increase or decrease in the market value of the Fund’s portfolio securities. These borrowings will be subject to interest costs, which may or may not be recovered by appreciation of the securities purchased. In certain cases, interest costs may exceed the return received on the securities purchased.
 
The Fund may also utilize the line of credit for short term financing, if necessary, subject to certain restrictions, in connection with shareholder redemptions. The Fund maintains a separate line of credit with BNP Paribas (acting through its New York Branch). The Fund is charged interest of 1.20% above the one-month London Interbank Offered Rate (“LIBOR”) for borrowings under this agreement. The Fund can borrow up to a maximum of 50% of the market value of assets pledged as collateral. However, depending on the liquidity of the collateral, issuer concentration, debt ratings of fixed income investments, and the share price of equity holdings, the amount eligible to be borrowed can also be less than 50% of the market value of the assets pledged as collateral.
 
The Fund has pledged a portion of their investment securities as the collateral for their line of credit. As of August 31, 2016, the value of the investment securities pledged as collateral was $136,087,014. The Fund had an outstanding average daily balance and a weighted average interest rate of $26.39 million and 1.67%. The maximum amount outstanding for the Fund during the year was $42,970,250.
 

34


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)
 
NOTE 10 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
 
As of February 29, 2016, the components of accumulated earnings/(losses) on a tax basis were as follows:
 
     
Income
 
     
Opportunities
 
     
Fund
 
 
Cost of investments(a)
 
$
228,074,730
 
 
Gross unrealized appreciation
   
8,187,555
 
 
Gross unrealized depreciation
   
(20,403,529
)
 
Net unrealized appreciation
   
(12,215,974
)
 
Undistributed ordinary income
   
 
 
Undistributed long-term capital gain
   
 
 
Total distributable earnings
   
 
 
Other accumulated gains/(losses)
   
(22,124,038
)
 
Total accumulated earnings/(losses)
 
$
(34,340,012
)
 
 
(a)
The difference between the book basis and tax basis net unrealized appreciation and cost is attributable primarily to wash sales and partnerships adjustments.
 
At February 29, 2016, the Fund had short-term tax basis capital losses with no expiration date of $13,051,219 to offset future capital gains.  The wash sales on short positions, post 30 wash sales, post-October losses, unsettled short deferrals, and unrealized on shorts and options are included in other accumulated gain/loss in the amount of $1,205,550.
 
Under recently enacted legislation, capital losses sustained in the year ended December 31, 2011 and in future taxable years will not expire and may be carried over by the Fund without limitation; however, they will retain the character of the original loss.  Further, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in the pre-enactment taxable years.  As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused.  Under pre-enactment law, capital losses could be carried forward for eight years, and carried forward as short-term capital losses, irrespective of the character of the original loss.
 
The tax character of distributions paid during 2016 and 2015 were as follows:
 
     
Year Ended
     
Year Ended
 
   
February 29, 2016
 
February 28, 2015
 
Ordinary income
 
$
9,651,787
     
$
8,772,424
 
 
Long-term capital gains
   
       
63,817
 
 
Return of capital
   
5,348,212
       
1,164,926
 

35


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

At February 29, 2016, the Fund deferred, on a tax basis, post-October losses of:
 
 
Short-Term Loss
Long-Term Loss
 
$6,062,201
$1,805,068
 
NOTE 11 – OTHER TAX INFORMATION (Unaudited)
 
For the fiscal year ended February 29, 2016, 32.17% of dividends paid from net investment income qualify for the dividends received deduction available to corporate shareholders of the Fund.  For shareholders of the Fund, 42.39% of the dividend income distributed for the year ended February 29, 2016 is designated as qualified dividend income under the Jobs and Growth Relief Act of 2003.
 
NOTE 12 – PRINCIPAL RISKS
 
Below are summaries of some, but not all, of the principal risks of investing in the Fund, each of which could adversely affect the Fund’s NAV, market price, yield, and total return. The Fund’s prospectus provided additional information regarding these and other risks of investing in the Fund at the time of initial public offering of the Fund’s shares.
 
Market Risk: The value of the Fund’s shares will fluctuate as a result of the movement of the overall stock market or the value of the individual securities held by the Fund, and you could lose money.
 
Master Limited Partnership Risk: Investments in securities (units) of MLPs involve risks that differ from an investment in common stock. To the extent that an MLP’s interests are all in a particular industry, the MLP will be negatively impacted by economic events adversely impacting that industry. Additionally, holders of the units of MLPs have more limited control and limited rights to vote on matters affecting the partnership. There are also certain tax risks associated with an investment in units of MLPs.
 
Foreign and Emerging Market Securities Risk: Foreign investments may carry risks associated with investing outside the United States, such as currency fluctuation, economic or financial instability, lack of timely or reliable financial information or unfavorable political or legal developments. Those risks are increased for investments in emerging markets.
 
Currency Risk:  Changes in foreign currency exchange rates will affect the value of what the Fund owns and the Fund’s share price. Generally, when the U.S. dollar rises in value against a foreign currency, an investment in that country loses value because that currency is worth fewer U.S. dollars. Devaluation of a currency by a country’s government or banking authority also will have a significant impact on the value of any investments denominated in that currency. Currency markets generally are not as regulated as securities markets.
 
Small and Medium Companies Risk:  Investing in securities of small and medium capitalization companies may involve greater volatility than investing in larger and more established companies because small and medium capitalization companies can be subject to more abrupt or erratic share price changes than larger, more established companies.
 

36


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

Interest Rate Risk:  Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. It is likely there will be less governmental action in the near future to maintain low interest rates. The negative impact on fixed income securities from the resulting rate increases for that and other reasons could be swift and significant.
 
Fixed Income Securities Risk:  Fixed income securities are subject to interest rate risk and credit risk. There is also the risk that an issuer may “call,” or repay, its high yielding bonds before their maturity dates. Fixed income securities subject to prepayment can offer less potential for gains during a declining interest rate environment and similar or greater potential for loss in a rising interest rate environment. Limited trading opportunities for certain fixed income securities may make it more difficult to sell or buy a security at a favorable price or time.
 
Real Estate and REIT Concentration Risk:  The Fund is vulnerable to the risks of the real estate industry, such as the risk that a decline in rental income may occur because of extended vacancies, the failure to collect rents, increased competition from other properties, or poor management. The value and performance of REITs depends on how well the underlying properties owned by the REIT are managed. In addition, the value of an individual REIT’s securities can decline if the REIT fails to continue qualifying for special tax treatment.
 
Convertible Bond Risk: Convertible bonds are hybrid securities that have characteristics of both bonds and common stocks and are therefore subject to both debt security risks and equity risk. Convertible bonds are subject to equity risk especially when their conversion value is greater than the interest and principal value of the bond. The prices of equity securities may rise or fall because of economic or political changes and may decline over short or extended periods of time.
 
Preferred Stock Risk: Preferred stocks may be more volatile than fixed income securities and are more correlated with the issuer’s underlying common stock than fixed income securities. Additionally, the dividend on a preferred stock may be changed or omitted by the issuer.
 
Initial Public Offering Risk:  The Fund may purchase securities of companies that are offered pursuant to an IPO. The risk exists that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When the Fund’s asset base is small, a significant portion of the Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance.
 

37


NOTES TO FINANCIAL STATEMENTS (Continued)
August 31, 2016 (Unaudited)

Portfolio Turnover Risk:  A high portfolio turnover rate (100% or more) increases the Fund’s transaction costs (including brokerage commissions and dealer costs), which would adversely impact the Fund’s performance. Higher portfolio turnover may result in the realization of more short-term capital gains than if the Fund had lower portfolio turnover.
 









38


EXPENSE EXAMPLE
August 31, 2016 (Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs including sales charges (loads) and redemption fees, if applicable; and (2) ongoing costs, including management fees; distribution and/or service (12b-1 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 indicated and held for the entire period from March 1, 2016 to August 31, 2016.
 
Actual Expenses
The information in the table under the heading “Actual” provides information about actual account values and actual expenses. You may use the information in these columns 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 row entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.  There are some account fees that are charged to certain types of accounts, such as Individual Retirement Accounts (generally, a $15 fee is charged to the account annually) that would increase the amount of expenses paid on your account.  The example below does not include portfolio trading commissions and related expenses and other extraordinary expenses as determined under generally accepted accounting principles.
 
Hypothetical Example for Comparison Purposes
The information in the table under the heading “Hypothetical (5% return before expenses)” provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and 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.  As noted above, there are some account fees that are charged to certain types of accounts that would increase the amount of expense paid on your account.
 
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the information under the heading “Hypothetical (5% return before expenses)” 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.
 
39


 
EXPENSE EXAMPLE (Continued)
August 31, 2016 (Unaudited)

 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period(1)
 
3/1/16
8/31/16
3/1/16 – 8/31/16
Actual
     
Class A
$1,000.00
$1,168.40
$11.20
Class D
$1,000.00
$1,150.74
$12.57
Class I
$1,000.00
$1,170.50
$  9.63
Hypothetical (5% return
     
  before expenses)
     
Class A
$1,000.00
$1,014.87
$10.41
Class D
$1,000.00
$1,007.13
$11.73
Class I
$1,000.00
$1,016.33
$  8.94
 
(1)
Expenses are equal to the Class A, Class D, and Class I fund shares’ annualized expense ratios of 2.05%, 2.77%, and 1.76%, respectively, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the period).









40


NOTICE TO SHAREHOLDERS
August 31, 2016 (Unaudited)

How to Obtain a Copy of the Fund’s Proxy Voting Policies
 
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-855-467-4632 or on the U.S. Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
 
 
How to Obtain a Copy of the Fund’s Proxy Voting Records for the 12-Month Period Ended June 30, 2016
 
Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1-855-467-4632.  Furthermore, you can obtain the Fund’s proxy voting records on the SEC’s website at http://www.sec.gov.
 
 
Quarterly Filings on Form N-Q
 
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q.  The Fund’s Form N-Q is available on the SEC’s website at http://www.sec.gov.  The Fund’s Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-202-551-8090.  Information included in the Fund’s Form N-Q is also available, upon request, by calling 1-855-467-4632.
 
 
Householding
 
In an effort to decrease costs, the Fund intends to reduce the number of duplicate prospectuses and annual and semi-annual reports you receive by sending only one copy of each to those addresses shared by two or more  accounts and to shareholders the Transfer Agent reasonably believes are from the same family or household. Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 1-855-467-4632 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













(This Page Intentionally Left Blank.)

















PRIVACY NOTICE
 

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












 
Investment Advisor
Orinda Asset Management LLC
4 Orinda Way, Suite 150-A
Orinda, CA  94563

Distributor
Quasar Distributors, LLC
615 East Michigan Street, 4th Floor
Milwaukee, WI  53202

Transfer Agent
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI  53202
(855) 467-4632

Custodian
U.S. Bank National Association
Custody Operations
1555 North 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.
 
Past performance results shown in this report should not be considered a representation of future performance.  Share price and returns will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.  Statements and other information herein are dated and are subject to change.
 




Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

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

Item 6. Investments.
 
(a)    Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
 
(b)    Not Applicable.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees.
 
Item 11. Controls and Procedures.

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

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

Item 12. Exhibits.

(a)
(1) Any code of ethics or amendment thereto, that is subject to the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not applicable.

(2) A separate certification for each principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Filed herewith.

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

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

SIGNATURES

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


(Registrant)  Advisors Series Trust

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

Date     November 7, 2016


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

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

Date     November 7, 2016

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

Date     November 7, 2016

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