N-CSRS 1 wbif-ncsrs.htm WBI FUNDS SEMIANNUAL REPORT 5-31-17

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: November 30, 2017



Date of reporting period:  May 31, 2017



Item 1. Reports to Stockholders.









WBI Tactical BA Fund
WBI Tactical BP Fund
WBI Tactical DG Fund
 






















Semi-Annual Report
May 31, 2017


Table of Contents

 
Expense Example
   
3
       
Sector Allocation of Portfolio Assets
   
6
       
Schedule of Investments
   
8
       
Statements of Assets and Liabilities
   
18
       
Statements of Operations
   
22
       
Statements of Changes in Net Assets
   
24
       
Financial Highlights
   
30
       
Notes to Financial Statements
   
36
       
Notice to Shareholders
   
50
       
Householding
   
50
       
Approval of Investment Advisory Agreement
   
51
       
Privacy Notice
   
58



WBI Funds

EXPENSE EXAMPLE – at May 31, 2017 (Unaudited)
Generally, shareholders of mutual funds incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, redemption fees, and exchange fees, and (2) ongoing costs, including management fees, distribution and/or service fees, and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. The WBI Tactical BA Fund, WBI Tactical BP Fund, and WBI Tactical DG Fund Examples are based on an investment of $1,000 invested in the No Load Class and the Institutional Class of each Fund at the beginning of the period and held for the entire period (12/1/16 – 5/31/17).
 
Actual Expenses
 
The first line of the tables on the following pages provides information about actual account values and actual expenses, with actual net expenses being limited to 1.75% and 1.50% per the operating expenses limitation agreement for the No Load Class and the Institutional Class, respectively, of each Fund. Although the Funds charge no sales load or transaction fees, you will be assessed fees for outgoing wire transfers, returned checks, and stop payment orders at prevailing rates charged by U.S. Bancorp Fund Services, LLC, the Funds’ transfer agent. To the extent the Funds invest in shares of other investment companies as part of its investment strategy, you will indirectly bear your proportionate share of any fees and expenses charged by the underlying funds in which the Funds invest in addition to the expenses of the Funds.  Actual expenses of the underlying funds are expected to vary among the various underlying funds.  The Example on the following pages includes, but is not limited to, management fees, 12b-1 fees, fund accounting, custody and transfer agent fees. You may use the information in the first line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical Example for Comparison Purposes
 
The second line of the tables on the following pages provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Funds’ 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 Funds and other funds. To do so, compare this
3

WBI Funds
 
EXPENSE EXAMPLE – at May 31, 2017 (Unaudited), Continued
5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.  Please note that the expenses shown in the tables 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 second line of the tables 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 costs were included, your transaction costs would have been higher.
 
WBI Tactical BA Fund – No Load Class
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
12/1/16
5/31/17
12/1/16 – 5/31/17*
Actual
$1,000.00
$1,025.00
$8.53
Hypothetical (5% return
     
  before expenses)
$1,000.00
$1,016.50
$8.50
 
*
Expenses are equal to the Fund’s annualized expense ratio of 1.69%, multiplied by the average account value over the period, multiplied by 182 (days in most recent fiscal half-year) divided by 365 days to reflect the one-half year expense.
 
WBI Tactical BA Fund – Institutional Class
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
12/1/16
5/31/17
12/1/16 – 5/31/17*
Actual
$1,000.00
$1,026.40
$7.17
Hypothetical (5% return
     
  before expenses)
$1,000.00
$1,017.85
$7.14
 
*
Expenses are equal to the Fund’s annualized expense ratio of 1.42%, multiplied by the average account value over the period, multiplied by 182 (days in most recent fiscal half-year) divided by 365 days to reflect the one-half year expense.
 
WBI Tactical BP Fund – No Load Class
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
12/1/16
5/31/17
12/1/16 – 5/31/17*
Actual
$1,000.00
$1,050.50
$8.33
Hypothetical (5% return
     
  before expenses)
$1,000.00
$1,016.80
$8.20
 
*
Expenses are equal to the Fund’s annualized expense ratio of 1.63%, multiplied by the average account value over the period, multiplied by 182 (days in most recent fiscal half-year) divided by 365 days to reflect the one-half year expense.
 
4

WBI Funds
 
EXPENSE EXAMPLE – at May 31, 2017 (Unaudited), Continued
WBI Tactical BP Fund – Institutional Class
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
12/1/16
5/31/17
12/1/16 – 5/31/17*
Actual
$1,000.00
$1,051.30
$7.67
Hypothetical (5% return
     
  before expenses)
$1,000.00
$1,017.45
$7.54
 
*
Expenses are equal to the Fund’s annualized expense ratio of 1.50%, multiplied by the average account value over the period, multiplied by 182 (days in most recent fiscal half-year) divided by 365 days to reflect the one-half year expense.
 
WBI Tactical DG Fund – No Load Class
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
12/1/16
5/31/17
12/1/16 – 5/31/17*
Actual
$1,000.00
$1,042.50
$8.61
Hypothetical (5% return
     
  before expenses)
$1,000.00
$1,016.50
$8.50
 
*
Expenses are equal to the Fund’s annualized expense ratio of 1.69%, multiplied by the average account value over the period, multiplied by 182 (days in most recent fiscal half-year) divided by 365 days to reflect the one-half year expense.
 
WBI Tactical DG Fund – Institutional Class
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
12/1/16
5/31/17
12/1/16 – 5/31/17*
Actual
$1,000.00
$1,044.10
$6.93
Hypothetical (5% return
     
  before expenses)
$1,000.00
$1,018.15
$6.84
 
*
Expenses are equal to the Fund’s annualized expense ratio of 1.36%, multiplied by the average account value over the period, multiplied by 182 (days in most recent fiscal half-year) divided by 365 days to reflect the one-half year expense.


5

WBI Funds

SECTOR ALLOCATION OF PORTFOLIO ASSETS – at May 31, 2017 (Unaudited)

WBI Tactical BA Fund
 



 
WBI Tactical BP Fund
 


 
Percentages represent market value as a percentage of total investments.
6

WBI Funds
 
SECTOR ALLOCATION OF PORTFOLIO ASSETS – at May 31, 2017 (Unaudited), Continued

WBI Tactical DG Fund
 
 

Percentages represent market value as a percentage of total investments.
7

WBI Tactical BA Fund
 
SCHEDULE OF INVESTMENTS at May 31, 2017 (Unaudited)
Shares
 
COMMON STOCKS - 56.22%
 
Value
 
           
   
Advertising Agencies - 4.70%
     
 
16,243
 
Interpublic Group of Cos., Inc.
 
$
404,938
 
 
9,228
 
Omnicom Group, Inc.
   
772,568
 
           
1,177,506
 
               
     
Chemical Manufacturing - 5.82%
       
 
5,178
 
AbbVie, Inc.
   
341,852
 
 
10,841
 
Eli Lilly and Co.
   
862,618
 
 
1,858
 
International Flavors & Fragrances, Inc.
   
256,200
 
           
1,460,670
 
               
     
Commercial Banking - 2.30%
       
 
14,422
 
Renasant Corp.
   
576,159
 
               
     
Computer and Electronic
       
     
  Product Manufacturing - 5.88%
       
 
12,174
 
Analog Devices, Inc.
   
1,044,042
 
 
5,811
 
Intel Corp.
   
209,835
 
 
4,611
 
Maxim Integrated Products, Inc.
   
220,406
 
           
1,474,283
 
               
     
Electrical Equipment, Appliance, and
       
     
  Component Manufacturing - 1.75%
       
 
15,082
 
Corning, Inc.
   
438,886
 
               
     
Hospitals - 2.76%
       
 
15,281
 
HealthSouth Corp.
   
692,688
 
               
     
Insurance Carriers and
       
     
  Related Activities - 10.01%
       
 
7,678
 
Aflac, Inc.
   
578,768
 
 
8,515
 
Arthur J. Gallagher & Co.
   
483,056
 
 
7,518
 
Chubb Ltd. (a)
   
1,076,502
 
 
8,794
 
Progressive Corp.
   
373,129
 
           
2,511,455
 
               
     
Leather and Allied
       
     
  Product Manufacturing - 2.71%
       
 
14,687
 
Coach, Inc.
   
678,686
 
               
     
Merchant Wholesalers, Durable Goods - 2.52%
       
 
8,005
 
TE Connectivity Ltd. (a)
   
631,194
 
               
     
Miscellaneous Manufacturing - 3.46%
       
 
8,249
 
Hasbro, Inc.
   
868,290
 
               
     
Paper Manufacturing - 1.27%
       
 
3,129
 
Packaging Corp. of America
   
319,659
 

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

8

WBI Tactical BA Fund

SCHEDULE OF INVESTMENTS at May 31, 2017 (Unaudited), Continued
Shares
     
Value
 
   
Plastics and Rubber
     
   
  Products Manufacturing - 4.05%
     
 
12,067
 
Avery Dennison Corp.
 
$
1,016,765
 
               
     
Printing and Related
       
     
  Support Activities - 3.15%
       
 
11,575
 
Deluxe Corp.
   
788,952
 
               
     
Securities, Commodity Contracts,
       
     
  and Other Financial Investments
       
     
  and Related Activities - 1.58%
       
 
10,769
 
Legg Mason, Inc.
   
397,053
 
               
     
Transportation Equipment
       
     
  Manufacturing - 1.93%
       
 
3,982
 
United Technologies Corp.
   
482,937
 
               
     
Utilities - 2.33%
       
 
14,648
 
PPL Corp.
   
584,602
 
     
TOTAL COMMON STOCKS
       
     
  (Cost $13,622,807)
   
14,099,785
 
               
               
     
EXCHANGE-TRADED FUNDS - 23.82%
       
 
11,145
 
First Trust Enhanced Short Maturity ETF
   
668,533
 
 
6,125
 
iShares 10+ Year Credit Bond ETF
   
374,054
 
 
5,025
 
iShares Agency Bond ETF
   
572,800
 
 
14,880
 
iShares Emerging Markets
       
     
  High Yield Bond ETF
   
755,011
 
 
3,140
 
iShares Intermediate
       
     
  Government/Credit Bond ETF
   
349,168
 
 
11,855
 
iShares U.S. Preferred Stock ETF
   
462,819
 
 
10,883
 
PowerShares Chinese Yuan Dim Sum
       
     
  Bond Portfolio ETF
   
245,085
 
 
29,787
 
PowerShares International Corporate
       
     
  Bond Portfolio ETF
   
777,441
 
 
11,221
 
Vanguard Intermediate-Term
       
     
  Corporate Bond ETF
   
985,428
 
 
12,042
 
Vanguard Intermediate-Term
       
     
  Government Bond ETF
   
783,211
 
     
TOTAL EXCHANGE-TRADED FUNDS
       
     
  (Cost $5,884,981)
   
5,973,550
 

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

9

WBI Tactical BA Fund

SCHEDULE OF INVESTMENTS at May 31, 2017 (Unaudited), Continued
Principal
         
Amount
 
U.S. TREASURY NOTES - 12.73%
 
Value
 
$
800,000
 
  1.375%, 9/30/2023
 
$
772,875
 
 
900,000
 
  1.625%, 2/15/2026
   
861,697
 
 
800,000
 
  1.50%, 8/15/2026
   
754,313
 
 
800,000
 
  2.25%, 2/15/2027
   
803,094
 
     
TOTAL U.S. TREASURY NOTES
       
     
  (Cost $3,152,983)
   
3,191,979
 
               
               
Shares
 
SHORT-TERM INVESTMENTS - 9.32%
       
 
2,337,383
 
Invesco STIT-Treasury Portfolio -
       
     
  Institutional Class, 0.67% (b)
   
2,337,383
 
     
TOTAL SHORT-TERM INVESTMENTS
       
     
  (Cost $2,337,383)
   
2,337,383
 
     
TOTAL INVESTMENTS IN SECURITIES
       
     
  (Cost $24,998,154) - 102.09%
   
25,602,697
 
     
Liabilities in Excess of Other Assets - (2.09)%
   
(523,578
)
     
NET ASSETS - 100.00%
 
$
25,079,119
 

ETF - Exchange-Traded Fund
(a)
U.S. traded security of a foreign issuer.
(b)
Rate shown is the 7-day annualized yield as of May 31, 2017.

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

10

WBI Tactical BP Fund

SCHEDULE OF INVESTMENTS at May 31, 2017 (Unaudited)
Shares
 
COMMON STOCKS - 47.45%
 
Value
 
           
   
Advertising Agencies - 3.80%
     
 
39,177
 
Interpublic Group of Cos., Inc.
 
$
976,682
 
               
     
Computer and Electronic
       
     
  Product Manufacturing - 9.23%
       
 
11,576
 
Analog Devices, Inc.
   
992,758
 
 
9,229
 
Intel Corp.
   
333,259
 
 
21,962
 
Maxim Integrated Products, Inc.
   
1,049,784
 
           
2,375,801
 
               
     
Electrical Equipment, Appliance,
       
     
  and Component Manufacturing - 3.77%
       
 
6,108
 
Rockwell Automation, Inc.
   
969,462
 
               
     
Fabricated Metal
       
     
  Product Manufacturing - 2.41%
       
 
17,373
 
Hillenbrand, Inc.
   
620,216
 
               
     
Insurance Carriers and
       
     
  Related Activities - 5.26%
       
 
4,343
 
Arthur J. Gallagher & Co.
   
246,378
 
 
5,252
 
Chubb Ltd. (a)
   
752,034
 
 
12,116
 
Zurich Insurance Group AG - ADR
   
355,726
 
           
1,354,138
 
               
     
Miscellaneous Manufacturing - 2.75%
       
 
6,730
 
Hasbro, Inc.
   
708,400
 
               
     
Paper Manufacturing - 3.34%
       
 
8,404
 
Packaging Corp. of America
   
858,553
 
               
     
Plastics and Rubber
       
     
  Products Manufacturing - 4.01%
       
 
12,230
 
Avery Dennison Corp.
   
1,030,500
 
               
     
Professional, Scientific, and
       
     
  Technical Services - 3.23%
       
 
6,686
 
Accenture PLC - Class A (a)
   
832,206
 
               
     
Tax Preparation Services - 3.24%
       
 
31,446
 
H&R Block, Inc.
   
834,577
 
               
     
Transportation Equipment
       
     
  Manufacturing - 2.54%
       
 
5,387
 
United Technologies Corp.
   
653,335
 

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

11

WBI Tactical BP Fund

SCHEDULE OF INVESTMENTS at May 31, 2017 (Unaudited), Continued
Shares
     
Value
 
   
Utilities - 3.87%
     
 
12,070
 
Hawaiian Electric Industries, Inc.
 
$
400,000
 
 
14,937
 
PPL Corp.
   
596,135
 
           
996,135
 
     
TOTAL COMMON STOCKS
       
     
  (Cost $11,658,509)
   
12,210,005
 
               
     
EXCHANGE-TRADED FUNDS - 44.71%
       
 
11,170
 
First Trust Enhanced Short Maturity ETF
   
670,032
 
 
6,046
 
iShares 10+ Year Credit Bond ETF
   
369,229
 
 
5,009
 
iShares Agency Bond ETF
   
570,976
 
 
15,018
 
iShares Emerging Markets
       
     
  High Yield Bond ETF
   
762,013
 
 
21,666
 
iShares iBoxx $High Yield
       
     
  Corporate Bond Fund
   
1,920,691
 
 
3,109
 
iShares Intermediate
       
     
  Government/Credit Bond ETF
   
345,721
 
 
11,898
 
iShares U.S. Preferred Stock ETF
   
464,498
 
 
10,847
 
PowerShares Chinese Yuan Dim Sum
       
     
 Bond Portfolio ETF
   
244,274
 
 
30,062
 
PowerShares International Corporate
       
     
  Bond Portfolio ETF
   
784,618
 
 
67,615
 
SPDR Bloomberg Barclays Short Term
       
     
  High Yield Bond ETF
   
1,902,686
 
 
17,246
 
Vanguard Intermediate-Term
       
     
  Corporate Bond ETF
   
1,514,544
 
 
21,120
 
Vanguard Long-Term
       
     
  Corporate Bond ETF
   
1,954,868
 
     
TOTAL EXCHANGE-TRADED FUNDS
       
     
  (Cost $11,236,042)
   
11,504,150
 

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

12

WBI Tactical BP Fund

SCHEDULE OF INVESTMENTS at May 31, 2017 (Unaudited), Continued
Shares
 
SHORT-TERM INVESTMENTS - 8.03%
 
Value
 
 
2,066,307
 
Invesco STIT-Treasury Portfolio -
     
     
  Institutional Class, 0.67% (b)
 
$
2,066,307
 
     
TOTAL SHORT-TERM INVESTMENTS
       
     
  (Cost $2,066,307)
   
2,066,307
 
     
TOTAL INVESTMENTS IN SECURITIES
       
     
  (Cost $24,960,858) - 100.19%
   
25,780,462
 
     
Liabilities in Excess of Other Assets - (0.19)%
   
(48,026
)
     
NET ASSETS - 100.00%
 
$
25,732,436
 

ADR - American Depositary Receipt
ETF - Exchange-Traded Fund
(a)
U.S. traded security of a foreign issuer.
(b)
Rate shown is the 7-day annualized yield as of May 31, 2017.

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

13

WBI Tactical DG Fund

SCHEDULE OF INVESTMENTS at May 31, 2017 (Unaudited)
Shares
 
COMMON STOCKS - 91.90%
 
Value
 
   
Administrative and Support Services - 1.64%
     
 
1,291
 
ManpowerGroup, Inc.
 
$
131,514
 
 
5,003
 
Randstad Holding NV - ADR
   
144,262
 
           
275,776
 
               
     
Advertising Agencies - 4.04%
       
 
27,143
 
Interpublic Group of Cos., Inc.
   
676,675
 
               
     
Air Transportation - 3.56%
       
 
6,853
 
Alaska Air Group, Inc.
   
596,554
 
               
     
Building Material and
       
     
  Garden Equipment - 2.27%
       
 
2,484
 
Home Depot, Inc.
   
381,319
 
               
     
Chemical Manufacturing - 2.94%
       
 
2,230
 
AbbVie, Inc.
   
147,224
 
 
6,692
 
Church & Dwight Co., Inc.
   
345,709
 
           
492,933
 
               
     
Computer and Electronic
       
     
  Product Manufacturing - 12.98%
       
 
24,530
 
Infineon Technologies AG - ADR
   
543,339
 
 
4,605
 
Intel Corp.
   
166,287
 
 
2,513
 
L3 Technologies, Inc.
   
423,667
 
 
15,269
 
Maxim Integrated Products, Inc.
   
729,858
 
 
3,810
 
Texas Instruments, Inc.
   
314,287
 
           
2,177,438
 
               
     
Credit Intermediation and
       
     
  Related Activities - 5.39%
       
 
12,151
 
East West Bancorp, Inc.
   
665,024
 
 
2,737
 
Northern Trust Corp.
   
239,323
 
           
904,347
 
               
     
Fabricated Metal
       
     
  Product Manufacturing - 0.72%
       
 
3,389
 
Hillenbrand, Inc.
   
120,987
 
               
     
Hospitals - 4.10%
       
 
15,176
 
HealthSouth Corp.
   
687,928
 
               
     
Insurance Carriers and
       
     
  Related Activities - 15.87%
       
 
8,198
 
Aflac, Inc.
   
617,965
 
 
1,709
 
Anthem, Inc.
   
311,636
 

The accompanying notes are an integral part of these financial statements.
14

WBI Tactical DG Fund

SCHEDULE OF INVESTMENTS at May 31, 2017 (Unaudited), Continued
Shares
     
Value
 
   
Insurance Carriers and
     
   
  Related Activities - 15.87% (Continued)
     
 
5,077
 
Chubb Ltd. (a)
 
$
726,976
 
 
3,840
 
Hartford Financial Services Group, Inc.
   
189,658
 
 
4,251
 
Travelers Cos., Inc.
   
530,737
 
 
6,342
 
Unum Group
   
285,263
 
           
2,662,235
 
     
Machinery Manufacturing - 4.56%
       
 
3,429
 
Cummins, Inc.
   
540,753
 
 
1,384
 
Snap-on, Inc.
   
223,738
 
           
764,491
 
     
Merchant Wholesalers,
       
     
  Durable Goods - 10.41%
       
 
3,392
 
3M Co.
   
693,562
 
 
6,026
 
Applied Industrial Technologies, Inc.
   
372,106
 
 
8,619
 
TE Connectivity Ltd. (a)
   
679,608
 
           
1,745,276
 
     
Merchant Wholesalers,
       
     
  Non-Durable Goods - 1.73%
       
 
2,058
 
Illinois Tool Works, Inc.
   
290,631
 
               
     
Miscellaneous Manufacturing - 1.38%
       
 
6,444
 
Brady Corp. - Class A
   
231,339
 
               
     
Nonstore Retailers - 1.42%
       
 
7,165
 
HSN, Inc.
   
237,520
 
               
     
Paper Manufacturing - 0.83%
       
 
1,362
 
Packaging Corp. of America
   
139,142
 
               
     
Plastics and Rubber
       
     
  Products Manufacturing - 3.96%
       
 
7,884
 
Avery Dennison Corp.
   
664,306
 
               
     
Primary Metal Manufacturing - 1.69%
       
 
8,330
 
Steel Dynamics, Inc.
   
283,137
 
               
     
Professional, Scientific, and
       
     
  Technical Services - 1.43%
       
 
1,926
 
Accenture PLC - Class A (a)
   
239,729
 
               
     
Sporting Goods, Hobby, and Musical
       
     
  Instrument Stores - 1.34%
       
 
16,164
 
Big 5 Sporting Goods Corp.
   
224,679
 

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

15

WBI Tactical DG Fund

SCHEDULE OF INVESTMENTS at May 31, 2017 (Unaudited), Continued
Shares
     
Value
 
   
Tax Preparation Services - 3.12%
     
 
19,700
 
H&R Block, Inc.
 
$
522,838
 
     
Transportation Equipment
       
     
  Manufacturing - 6.52%
       
 
13,720
 
Allison Transmission Holdings, Inc.
   
531,238
 
 
3,771
 
Lear Corp.
   
562,030
 
           
1,093,268
 
               
     
TOTAL COMMON STOCKS
       
     
  (Cost $14,923,884)
   
15,412,548
 
               
     
REITs - 2.74%
       
 
8,419
 
DuPont Fabros Technology, Inc.
   
459,930
 
     
TOTAL REITs
       
     
  (Cost $418,607)
   
459,930
 
               
     
SHORT-TERM INVESTMENTS - 5.01%
       
 
839,933
 
Invesco STIT-Treasury Portfolio -
       
     
  Institutional Class, 0.67% (b)
   
839,933
 
     
TOTAL SHORT-TERM INVESTMENTS
       
     
  (Cost $839,933)
   
839,933
 
     
TOTAL INVESTMENTS IN SECURITIES
       
     
  (Cost $16,182,424) - 99.65%
   
16,712,411
 
     
Other Assets in Excess of Liabilities - 0.35%
   
58,871
 
     
NET ASSETS - 100.00%
 
$
16,771,282
 

ADR - American Depositary Receipt
REIT - Real Estate Investment Trust
(a)
U.S. traded security of a foreign issuer.
(b)
Rate shown is the 7-day annualized yield as of May 31, 2017.

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

16

WBI Funds



 
 
 
 

 
(This Page Intentionally Left Blank.)
 
 
 
 
 
 
 


17

WBI Funds

STATEMENTS OF ASSETS AND LIABILITIES as of May 31, 2017 (Unaudited)
   
WBI Tactical
   
WBI Tactical
 
   
BA Fund
   
BP Fund
 
ASSETS
           
Investments in securities, at value
           
  (identified cost $24,998,154 and
           
  $24,960,858, respectively)
 
$
25,602,697
   
$
25,780,462
 
Receivables
               
Investment securities sold
   
574,995
     
 
Fund shares sold
   
5,000
     
17,950
 
Dividends and interest
   
45,125
     
17,506
 
Dividend tax reclaim
   
640
     
2,706
 
Prepaid expenses
   
16,804
     
31,980
 
Total assets
   
26,245,261
     
25,850,604
 
LIABILITIES
               
Payables
               
Investment securities purchased
   
1,029,246
     
 
Fund shares redeemed
   
75,859
     
66,305
 
Administration and fund accounting fees
   
13,414
     
11,522
 
Advisory fees
   
11,205
     
11,962
 
Audit fees
   
10,359
     
10,358
 
Shareholder servicing fees
   
6,608
     
7,912
 
12b-1 fees
   
5,429
     
966
 
Shareholder reporting
   
4,667
     
474
 
Legal fees
   
3,333
     
2,965
 
Transfer agent fees and expenses
   
3,082
     
2,551
 
Chief Compliance Officer fee
   
1,439
     
1,439
 
Custody fees
   
1,295
     
1,489
 
Trustee fees
   
199
     
217
 
Due to Custodian
   
7
     
8
 
Total liabilities
   
1,166,142
     
118,168
 
NET ASSETS
 
$
25,079,119
   
$
25,732,436
 

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

18

WBI Funds

STATEMENTS OF ASSETS AND LIABILITIES as of May 31, 2017 (Unaudited), Continued
 
 
WBI Tactical
   
WBI Tactical
 
 
 
BA Fund
   
BP Fund
 
CALCULATION OF NET ASSET
           
  VALUE PER SHARE
           
No Load Shares
           
Net assets applicable to shares outstanding
 
$
12,775,931
   
$
2,400,594
 
Shares issued and outstanding [unlimited number
               
  of shares (par value $0.01) authorized]
   
1,206,548
     
230,772
 
Net asset value, offering and
               
  redemption price per share
 
$
10.59
   
$
10.40
 
Institutional Shares
               
Net assets applicable to shares outstanding
 
$
12,303,188
   
$
23,331,842
 
Shares issued and outstanding [unlimited number
               
  of shares (par value $0.01) authorized]
   
1,155,399
     
2,239,060
 
Net asset value, offering and
               
  redemption price per share
 
$
10.65
   
$
10.42
 
COMPONENTS OF NET ASSETS
               
Paid-in capital
 
$
27,587,142
   
$
26,444,316
 
Undistributed net investment income
   
66,123
     
124,017
 
Accumulated net realized loss
               
  from investments and options
   
(3,178,689
)
   
(1,655,501
)
Net unrealized appreciation on investments
   
604,543
     
819,604
 
Net assets
 
$
25,079,119
   
$
25,732,436
 

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

19

WBI Funds

STATEMENTS OF ASSETS AND LIABILITIES as of May 31, 2017 (Unaudited), Continued
   
WBI Tactical
 
   
DG Fund
 
ASSETS
     
Investments in securities, at value (identified cost $16,182,424)
 
$
16,712,411
 
Receivables
       
Investment securities sold
   
901,150
 
Dividends and interest
   
40,436
 
Dividend tax reclaim
   
1,629
 
Prepaid expenses
   
18,582
 
Total assets
   
17,674,208
 
LIABILITIES
       
Payables
       
Investment securities purchased
   
672,187
 
Fund shares redeemed
   
181,787
 
Audit fees
   
10,357
 
Administration and fund accounting fees
   
9,088
 
Advisory fees
   
5,719
 
Shareholder servicing fees
   
4,686
 
Shareholder reporting
   
4,674
 
12b-1 fees
   
3,896
 
Legal fees
   
3,488
 
Custody fees
   
2,885
 
Transfer agent fees and expenses
   
2,524
 
Chief Compliance Officer fee
   
1,440
 
Trustee fees
   
190
 
Due to Custodian
   
5
 
Total liabilities
   
902,926
 
NET ASSETS
 
$
16,771,282
 

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

20

WBI Funds

STATEMENTS OF ASSETS AND LIABILITIES as of May 31, 2017 (Unaudited), Continued
 
 
WBI Tactical
 
 
 
DG Fund
 
CALCULATION OF NET ASSET VALUE PER SHARE
     
No Load Shares
     
Net assets applicable to shares outstanding
 
$
9,215,624
 
Shares issued and outstanding [unlimited number
       
  of shares (par value $0.01) authorized]
   
824,101
 
Net asset value, offering and redemption price per share
 
$
11.18
 
Institutional Shares
       
Net assets applicable to shares outstanding
 
$
7,555,658
 
Shares issued and outstanding [unlimited number
       
  of shares (par value $0.01) authorized]
   
672,576
 
Net asset value, offering and redemption price per share
 
$
11.23
 
COMPONENTS OF NET ASSETS
       
Paid-in capital
 
$
20,519,525
 
Undistributed net investment income
   
17,405
 
Accumulated net realized loss on investments
   
(4,295,635
)
Net unrealized appreciation on investments
   
529,987
 
Net assets
 
$
16,771,282
 

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

21

WBI Funds

STATEMENTS OF OPERATIONS For the six months ended May 31, 2017 (Unaudited)
   
WBI Tactical
   
WBI Tactical
 
   
BA Fund
   
BP Fund
 
INVESTMENT INCOME
           
Income
           
Dividends (Net of foreign taxes withheld and
           
  issuance fees of $3,332 and $2,795, respectively)
 
$
272,864
   
$
404,112
 
Interest
   
40,404
     
4,275
 
Total investment income
   
313,268
     
408,387
 
Expenses
               
Advisory fees (Note 4)
   
116,604
     
114,562
 
Administration and fund accounting fees (Note 4)
   
39,650
     
37,040
 
Transfer agent fees and expenses (Note 4)
   
18,044
     
17,157
 
Distribution fees - No Load Shares (Note 5)
   
17,040
     
2,943
 
Registration fees
   
15,007
     
14,679
 
Shareholder servicing fees -
               
  No Load Shares (Note 6)
   
5,935
     
401
 
Shareholder servicing fees -
               
  Institutional Shares (Note 6)
   
4,859
     
15,615
 
Audit fees
   
10,358
     
10,358
 
Custody fees (Note 4)
   
5,904
     
5,475
 
Trustee fees
   
4,878
     
4,956
 
Chief Compliance Officer fee (Note 4)
   
4,439
     
4,439
 
Legal fees
   
3,827
     
3,806
 
Reports to shareholders
   
3,149
     
4,134
 
Other expenses
   
2,442
     
3,267
 
Insurance expense
   
1,029
     
1,121
 
Total expenses
   
253,165
     
239,953
 
Less: advisory fee waiver and
               
  expense reimbursement (Note 4)
   
(40,137
)
   
(35,947
)
Net expenses
   
213,028
     
204,006
 
Net investment income
   
100,240
     
204,381
 
REALIZED AND UNREALIZED GAIN/(LOSS)
               
  ON INVESTMENTS
               
Net realized gain on investments
   
753,996
     
1,275,806
 
Capital gain distributions from
               
  regulated investment companies
   
965
     
 
Net change in unrealized
               
  appreciation/(depreciation) on investments
   
(181,642
)
   
(120,862
)
Net realized and unrealized gain on investments
   
573,319
     
1,154,944
 
Net Increase in Net Assets
               
  Resulting from Operations
 
$
673,559
   
$
1,359,325
 

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

22

WBI Funds

STATEMENTS OF OPERATIONS For the six months ended May 31, 2017 (Unaudited), Continued
   
WBI Tactical
 
   
DG Fund
 
INVESTMENT INCOME
     
Income
     
Dividends (Net of foreign taxes withheld
     
  and issuance fees of $2,297)
 
$
214,243
 
Interest
   
2,154
 
Total investment income
   
216,397
 
Expenses
       
Advisory fees (Note 4)
   
74,299
 
Administration and fund accounting fees (Note 4)
   
25,026
 
Registration fees
   
14,889
 
Distribution fees - No Load Shares (Note 5)
   
11,986
 
Transfer agent fees and expenses (Note 4)
   
11,241
 
Audit fees
   
10,358
 
Custody fees (Note 4)
   
5,853
 
Trustee fees
   
4,746
 
Shareholder servicing fees - No Load Shares (Note 6)
   
4,276
 
Shareholder servicing fees - Institutional Shares (Note 6)
   
440
 
Chief Compliance Officer fee (Note 4)
   
4,439
 
Other expenses
   
4,390
 
Legal fees
   
3,612
 
Insurance expense
   
931
 
Total expenses
   
176,486
 
Less: advisory fee waiver and
       
  expense reimbursement (Note 4)
   
(41,779
)
Net expenses
   
134,707
 
Net investment income
   
81,690
 
REALIZED AND UNREALIZED GAIN/(LOSS)
       
  ON INVESTMENTS
       
Net realized gain on investments
   
1,877,023
 
Net change in unrealized
       
  appreciation/(depreciation) on investments
   
(1,197,940
)
Net realized and unrealized gain on investments
   
679,083
 
Net Increase in Net Assets Resulting from Operations
 
$
760,773
 

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

23

WBI Tactical BA Fund

STATEMENTS OF CHANGES IN NET ASSETS
   
Six Months Ended
       
   
May 31, 2017
   
Year Ended
 
   
(Unaudited)
   
November 30, 2016
 
INCREASE IN NET ASSETS FROM:
           
OPERATIONS
           
Net investment income
 
$
100,240
   
$
159,389
 
Net realized gain/(loss) on:
               
Investments
   
753,996
     
295,835
 
Purchased options
   
     
(54,605
)
Written options
   
     
4,268
 
Capital gain distributions from
               
  regulated investment companies
   
965
     
7,188
 
Net change in unrealized
               
  appreciation/(depreciation) on investments
   
(181,642
)
   
546,821
 
Net increase in net assets
               
  resulting from operations
   
673,559
     
958,896
 
DISTRIBUTIONS TO SHAREHOLDERS
               
From net investment income
               
No Load Shares
   
(24,895
)
   
(36,618
)
Institutional Shares
   
(47,072
)
   
(84,921
)
Total distributions to shareholders
   
(71,967
)
   
(121,539
)
CAPITAL SHARE TRANSACTIONS
               
Net decrease in net assets derived from
               
  net change in outstanding shares (a)
   
(4,867,933
)
   
(20,937,022
)
Total decrease in net assets
   
(4,266,341
)
   
(20,099,665
)
NET ASSETS
               
Beginning of period
   
29,345,460
     
49,445,125
 
End of period
 
$
25,079,119
   
$
29,345,460
 
Undistributed net investment
               
  income at end of period
 
$
66,123
   
$
37,850
 

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

24

WBI Tactical BA Fund

STATEMENTS OF CHANGES IN NET ASSETS, Continued
(a)
A summary of share transactions is as follows:
 
   
No Load Shares
   
No Load Shares
 
   
Six Months Ended
             
   
May 31, 2017
   
Year Ended
 
   
(Unaudited)
   
November 30, 2016
 
   
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
Shares sold
   
124,263
   
$
1,302,190
     
335,121
   
$
3,307,290
 
Shares issued on
                               
  reinvestments of
                               
  distributions
   
2,384
     
24,866
     
3,667
   
36,565
 
Shares redeemed*    
(320,305
)
   
(3,352,291
)
   
(1,375,952
)
   
(13,638,695
)
Net decrease
    (193,658 )  
$
(2,025,235
)
   
(1,037,164
  $ (10,294,840
)
* Net of redemption fees of
         
$
21
           
$
6,321
 
                                 
   
Institutional Shares
   
Institutional Shares
 
   
Six Months Ended
                 
   
May 31, 2017
   
Year Ended
 
   
(Unaudited) 
   
November 30, 2016
 
   
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
Shares sold
   
213,802
   
$
2,258,079
     
563,665
   
$
5,554,013
 
Shares issued on
                               
  reinvestments of
                               
  distributions
   
4,361
     
45,697
     
8,310
     
83,162
 
Shares redeemed*
   
(488,955
)
   
(5,146,474
)
   
(1,631,544
)
   
(16,279,357
)
Net decrease
   
(270,792
)
 
$
(2,842,698
)
   
(1,059,569
)
 
$
(10,642,182
)
* Net of redemption fees of
         
$
2,285
           
$
477
 

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

25

WBI Tactical BP Fund

STATEMENTS OF CHANGES IN NET ASSETS
   
Six Months Ended
       
   
May 31, 2017
   
Year Ended
 
   
(Unaudited)
   
November 30, 2016
 
INCREASE IN NET ASSETS FROM:
           
OPERATIONS
           
Net investment income
 
$
204,381
   
$
250,591
 
Net realized gain/(loss) on:
               
Investments
   
1,275,806
     
(1,100,295
)
Purchased options
   
     
(50,774
)
Capital gain distributions from
               
  regulated investment companies
   
     
7,088
 
Net change in unrealized
               
  appreciation/(depreciation) on investments
   
(120,862
)
   
1,043,042
 
Net increase in net assets
               
  resulting from operations
   
1,359,325
     
149,652
 
DISTRIBUTIONS TO SHAREHOLDERS
               
From net investment income
               
No Load Shares
   
(12,172
)
   
(24,706
)
Institutional Shares
   
(148,934
)
   
(174,010
)
Total distributions to shareholders
   
(161,106
)
   
(198,716
)
CAPITAL SHARE TRANSACTIONS
               
Net decrease in net assets derived
               
  from net change in outstanding shares (a)
   
(3,184,692
)
   
(5,727,133
)
Total decrease in net assets
   
(1,986,473
)
   
(5,776,197
)
NET ASSETS
               
Beginning of period
   
27,718,909
     
33,495,106
 
End of period
 
$
25,732,436
   
$
27,718,909
 
Undistributed net investment
               
  income at end of period
 
$
124,017
   
$
80,742
 

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

26

WBI Tactical BP Fund

STATEMENTS OF CHANGES IN NET ASSETS, Continued
(a)
A summary of share transactions is as follows:
 
   
No Load Shares
   
No Load Shares
 
   
Six Months Ended
             
   
May 31, 2017
   
Year Ended
 
   
(Unaudited)
   
November 30, 2016
 
   
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
Shares sold
   
24,184
   
$
248,024
     
303,466
   
$
2,975,349
 
Shares issued on
                               
  reinvestments of
                               
  distributions
   
1,203
     
12,172
     
2,522
     
24,706
 
Shares redeemed*
   
(40,585
)
   
(414,047
)
   
(740,498
)
   
(7,206,747
)
Net decrease
   
(15,198
)
 
$
(153,851
)
   
(434,510
)
 
$
(4,206,692
)
* Net of redemption fees of
         
$
           
$
104
 
                                 
   
Institutional Shares
   
Institutional Shares
 
   
Six Months Ended
                 
   
May 31, 2017
   
Year Ended
 
   
(Unaudited)
   
November 30, 2016
 
   
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
Shares sold
   
325,899
   
$
3,326,541
     
1,996,695
   
$
19,323,254
 
Shares issued on
                               
  reinvestments of
                               
  distributions
   
14,605
     
147,921
     
17,777
     
173,354
 
Shares redeemed*
   
(636,570
)
   
(6,505,303
)
   
(2,167,614
)
   
(21,017,049
)
Net decrease
   
(296,066
)
 
$
(3,030,841
)
   
(153,142
)
 
$
(1,520,441
)
* Net of redemption fees of
         
$
189
           
$
8,043
 
 
The accompanying notes are an integral part of these financial statements.

27

WBI Tactical DG Fund

STATEMENTS OF CHANGES IN NET ASSETS
   
Six Months Ended
       
   
May 31, 2017
   
Year Ended
 
   
(Unaudited)
   
November 30, 2016
 
INCREASE/(DECREASE) IN
           
  NET ASSETS FROM:
           
OPERATIONS
           
Net investment income
 
$
81,690
   
$
134,829
 
Net realized gain/(loss) on:
               
Investments
   
1,877,023
     
(1,509,770
)
Purchased options
   
     
(56,714
)
Written options
   
     
13,267
 
Net change in unrealized
               
  appreciation/(depreciation) on investments
   
(1,197,940
)
   
437,036
 
Net increase/(decrease) in net assets
               
  resulting from operations
   
760,773
     
(981,352
)
DISTRIBUTIONS TO SHAREHOLDERS
               
From net investment income
               
No Load Shares
   
(32,049
)
   
(47,405
)
Institutional Shares
   
(39,738
)
   
(80,498
)
Total distributions to shareholders
   
(71,787
)
   
(127,903
)
CAPITAL SHARE TRANSACTIONS
               
Net decrease in net assets derived from
               
  net change in outstanding shares (a)
   
(2,412,794
)
   
(21,534,538
)
Total decrease in net assets
   
(1,723,808
)
   
(22,643,793
)
NET ASSETS
               
Beginning of period
   
18,495,090
     
41,138,883
 
End of period
 
$
16,771,282
   
$
18,495,090
 
Undistributed net investment
               
  income at end of period
 
$
17,405
   
$
7,502
 

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


28

WBI Tactical DG Fund

STATEMENTS OF CHANGES IN NET ASSETS, Continued
(a)
A summary of share transactions is as follows:
 
   
No Load Shares
   
No Load Shares
 
   
Six Months Ended
             
   
May 31, 2017
   
Year Ended
 
   
(Unaudited)
   
November 30, 2016
 
   
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
Shares sold
   
47,862
   
$
532,076
     
109,040
   
$
1,109,701
 
Shares issued on
                               
  reinvestments of
                               
  distributions
   
2,907
     
32,041
     
4,590
     
47,307
 
Shares redeemed*
   
(155,376
)
   
(1,720,750
)
   
(939,661
)
   
(9,609,523
)
Net decrease
   
(104,607
)
 
$
(1,156,633
)
   
(826,031
)
 
$
(8,452,515
)
* Net of redemption fees of
         
$
21
           
$
371
 
                                 
   
Institutional Shares
   
Institutional Shares
 
   
Six Months Ended
                 
   
May 31, 2017
   
Year Ended
 
   
(Unaudited)
   
November 30, 2016
 
   
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
Shares sold
    74,641    
$
834,115
     
81,276
   
$
836,593
 
Shares issued on
                               
  reinvestments of
                               
  distributions
   
3,578
     
39,622
     
7,750
     
80,367
 
Shares redeemed*
   
(191,891
)
   
(2,129,898
)
   
(1,362,363
)
   
(13,998,983
)
Net decrease
   
(113,672
)
 
$
(1,256,161
)
   
(1,273,337
)
 
$
(13,082,023
)
* Net of redemption fees of
         
$
21
           
$
1,023
 

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

29

WBI Tactical BA Fund

FINANCIAL HIGHLIGHTS – For a share outstanding throughout each period
   
No Load Shares
 
   
Six Months
                               
   
Ended
       
   
May 31, 2017
    Year Ended November 30,  
   
(Unaudited)
   
2016
   
2015
   
2014
   
2013
   
2012
 
Net asset value,
                                   
  beginning of period
 
$
10.35
   
$
10.01
   
$
11.39
   
$
10.55
   
$
10.65
   
$
9.83
 
Income from
                                               
  investment operations:
                                               
Net investment income^
   
0.03
     
0.02
     
0.01
     
0.03
     
0.05
     
0.08
 
Net realized and unrealized
                                               
  gain/(loss) on investments
   
0.23
     
0.34
     
(0.89
)
   
0.87
     
(0.02
)
   
0.83
 
Total from
                                               
  investment operations
   
0.26
     
0.36
     
(0.88
)
   
0.90
     
0.03
     
0.91
 
Less distributions:
                                               
From net investment income
   
(0.02
)
   
(0.02
)
   
(0.02
)
   
(0.06
)
   
(0.05
)
   
(0.09
)
From net realized
                                               
  gain on investments
   
     
     
(0.48
)
   
     
(0.08
)
   
 
Total distributions
   
(0.02
)
   
(0.02
)
   
(0.50
)
   
(0.06
)
   
(0.13
)
   
(0.09
)
Redemption fees retained^#
   
0.00
     
0.00
     
0.00
     
0.00
     
0.00
     
0.00
 
Net asset value, end of period
 
$
10.59
   
$
10.35
   
$
10.01
   
$
11.39
   
$
10.55
   
$
10.65
 
Total return
   
2.50
%‡
   
3.63
%
   
-8.03
%
   
8.58
%
   
0.32
%
   
9.34
%
Ratios/supplemental data:
                                               
Net assets, end of
                                               
  period (thousands)
 
$
12,776
   
$
14,497
   
$
24,409
   
$
31,683
   
$
29,383
   
$
20,826
 
Ratio of expenses to
                                               
  average net assets (a):
                                               
Before expense
                                               
  reimbursement/recoupment
   
1.98
%†
   
1.81
%
   
1.67
%
   
2.06
%
   
1.93
%
   
2.21
%
After expense
                                               
  reimbursement/recoupment
   
1.69
%†
   
1.69
%
   
1.68
%*
   
2.00
%
   
2.00
%
   
2.00
%
Ratio of net investment income/
                                               
  (loss) to average net assets (b):
                                               
Before expense
                                               
  reimbursement/recoupment
   
0.31
%†
   
0.16
%
   
0.10
%
   
0.19
%
   
0.59
%
   
0.51
%
After expense
                                               
  reimbursement/recoupment
   
0.60
%†
   
0.28
%
   
0.09
%
   
0.25
%
   
0.52
%
   
0.72
%
Portfolio turnover rate
   
197.95
%‡
   
355.13
%
   
331.35
%
   
176.43
%
   
247.36
%
   
202.76
%

*
Effective March 30, 2015, the advisor contractually agreed to lower the net annual operating expense limit to 1.75%.
^
Per share numbers have been calculated using the average shares method.
#
Amount is less than $0.01.
Not annualized.
Annualized.
(a)
Does not include expenses of the investment companies in which the Fund invests.
(b)
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

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


30

WBI Tactical BA Fund

FINANCIAL HIGHLIGHTS – For a share outstanding throughout each period
   
Institutional Shares
 
   
Six Months
                               
   
Ended
       
   
May 31, 2017
    Year Ended November 30,  
   
(Unaudited)
   
2016
   
2015
   
2014
   
2013
   
2012
 
Net asset value,
                                   
  beginning of period
 
$
10.41
   
$
10.07
   
$
11.42
   
$
10.58
   
$
10.68
   
$
9.85
 
Income from
                                               
  investment operations:
                                               
Net investment income^
   
0.05
     
0.05
     
0.03
     
0.06
     
0.08
     
0.10
 
Net realized and unrealized
                                               
  gain/(loss) on investments
   
0.22
     
0.34
     
(0.89
)
   
0.88
     
(0.03
)
   
0.84
 
Total from
                                               
  investment operations
   
0.27
     
0.39
     
(0.86
)
   
0.94
     
0.05
     
0.94
 
Less distributions:
                                               
From net investment income
   
(0.03
)
   
(0.05
)
   
(0.03
)
   
(0.10
)
   
(0.07
)
   
(0.11
)
From net realized
                                               
  gain on investments
   
     
     
(0.48
)
   
     
(0.08
)
   
 
Total distributions
   
(0.03
)
   
(0.05
)
   
(0.51
)
   
(0.10
)
   
(0.15
)
   
(0.11
)
Redemption fees retained^
   
0.00
#    
0.00
#    
0.02
     
0.00
#    
0.00
#    
0.00
#
Net asset value, end of period
 
$
10.65
   
$
10.41
   
$
10.07
   
$
11.42
   
$
10.58
   
$
10.68
 
Total return
   
2.64
%‡
   
3.86
%
   
-7.61
%
   
8.89
%
   
0.51
%
   
9.65
%
Ratios/supplemental data:
                                               
Net assets, end of
                                               
  period (thousands)
 
$
12,303
   
$
14,848
   
$
25,037
   
$
49,794
   
$
41,083
   
$
33,602
 
Ratio of expenses to
                                               
  average net assets (a):
                                               
Before expense
                                               
  reimbursement/recoupment
   
1.71
%†
   
1.55
%
   
1.50
%
   
1.74
%
   
1.66
%
   
1.94
%
After expense
                                               
  reimbursement/recoupment
   
1.42
%†
   
1.43
%
   
1.51
%**
   
1.68
%*
   
1.73
%
   
1.75
%
Ratio of net investment income/
                                               
  (loss) to average net assets (b):
                                               
Before expense
                                               
  reimbursement/recoupment
   
0.57
%†
   
0.43
%
   
0.29
%
   
0.48
%
   
0.84
%
   
0.76
%
After expense
                                               
  reimbursement/recoupment
   
0.86
%†
   
0.55
%
   
0.28
%
   
0.54
%
   
0.77
%
   
0.95
%
Portfolio turnover rate
   
197.95
%‡
   
355.13
%
   
331.35
%
   
176.43
%
   
247.36
%
   
202.76
%

*
Effective July 1, 2014, the advisor contractually agreed to lower the net annual operating expense limit to 1.60%.
**
Effective March 30, 2015, the advisor contractually agreed to lower the net annual operating expense limit to 1.50%.
^
Per share numbers have been calculated using the average shares method.
#
Amount is less than $0.01.
Not annualized.
Annualized.
(a)
Does not include expenses of the investment companies in which the Fund invests.
(b)
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

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

31

WBI Tactical BP Fund

FINANCIAL HIGHLIGHTS – For a share outstanding throughout each period
   
No Load Shares
 
   
Six Months
                     
June 17,
 
   
Ended
                       
2013*
   
May 31,
         
to
 
   
2017
    Year Ended November 30,    
November 30,
 
   
(Unaudited)
   
2016
   
2015
   
2014
     
2013
 
Net asset value,
                               
  beginning of period
 
$
9.95
   
$
9.93
   
$
10.87
   
$
10.00
   
$
10.00
 
Income from
                                       
  investment operations:
                                       
Net investment income^
   
0.07
     
0.04
     
0.08
     
0.06
     
0.04
 
Net realized and unrealized
                                       
  gain/(loss) on investments
   
0.43
     
0.02
     
(0.77
)
   
0.94
     
(0.03
)
Total from
                                       
  investment operations
   
0.50
     
0.06
     
(0.69
)
   
1.00
     
0.01
 
Less distributions:
                                       
From net investment income
   
(0.05
)
   
(0.04
)
   
(0.07
)
   
(0.13
)
   
(0.01
)
From net realized
                                       
  gain on investments
   
     
     
(0.18
)
   
     
 
Total distributions
   
(0.05
)
   
(0.04
)
   
(0.25
)
   
(0.13
)
   
(0.01
)
Redemption fees retained^
   
     
0.00
#    
0.00
#    
0.00
#    
 
Net asset value, end of period
 
$
10.40
   
$
9.95
   
$
9.93
   
$
10.87
   
$
10.00
 
Total return
   
5.05
%‡
   
0.64
%
   
-6.47
%
   
10.05
%
   
0.08
%‡
Ratios/supplemental data:
                                       
Net assets, end of
                                       
  period (thousands)
 
$
2,401
   
$
2,447
   
$
6,758
   
$
6,742
   
$
1,312
 
Ratio of expenses to
                                       
  average net assets (a):
                                       
Before expense reimbursement
   
1.92
%†
   
1.83
%
   
1.76
%
   
3.31
%
   
16.32
%†
After expense reimbursement
   
1.63
%†
   
1.70
%
   
1.64
%**
   
1.97
%
   
2.00
%†
Ratio of net investment income/
                                       
  (loss) to average net assets (b):
                                       
Before expense reimbursement
   
1.11
%†
   
0.34
%
   
0.62
%
   
(0.75
)%
   
(13.36
)%†
After expense reimbursement
   
1.40
%†
   
0.47
%
   
0.74
%
   
0.59
%
   
0.96
%†
Portfolio turnover rate
   
170.90
%‡
   
389.24
%
   
381.27
%
   
200.20
%
   
86.29
%‡

*
Commencement of operations.
**
Effective March 30, 2015, the advisor contractually agreed to lower the net annual operating expense limit to 1.75%.
^
Per share numbers have been calculated using the average shares method.
#
Amount is less than $0.01.
Not annualized.
Annualized.
(a)
Does not include expenses of the investment companies in which the Fund invests.
(b)
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

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

32

WBI Tactical BP Fund

FINANCIAL HIGHLIGHTS – For a share outstanding throughout each period
   
Institutional Shares
 
   
Six Months
                     
June 17,
 
   
Ended
                       
2013*
   
May 31,
         
to
 
   
2017
    Year Ended November 30,    
November 30,
 
   
(Unaudited)
   
2016
   
2015
   
2014
     
2013
 
Net asset value,
                               
  beginning of period
 
$
9.97
   
$
9.95
   
$
10.88
   
$
10.00
   
$
10.00
 
Income from
                                       
  investment operations:
                                       
Net investment income^
   
0.08
     
0.08
     
0.09
     
0.11
     
0.07
 
Net realized and unrealized
                                       
  gain/(loss) on investments
   
0.43
     
     
(0.76
)
   
0.92
     
(0.06
)
Total from
                                       
  investment operations
   
0.51
     
0.08
     
(0.67
)
   
1.03
     
0.01
 
Less distributions:
                                       
From net investment income
   
(0.06
)
   
(0.06
)
   
(0.08
)
   
(0.15
)
   
(0.01
)
From net realized
                                       
  gain on investments
   
     
     
(0.18
)
   
     
 
Total distributions
   
(0.06
)
   
(0.06
)
   
(0.26
)
   
(0.15
)
   
(0.01
)
Redemption fees retained^#
   
0.00
     
0.00
     
0.00
     
0.00
     
0.00
 
Net asset value, end of period
 
$
10.42
   
$
9.97
   
$
9.95
   
$
10.88
   
$
10.00
 
Total return
   
5.13
%‡
   
0.86
%
   
-6.28
%
   
10.39
%
   
0.13
%‡
Ratios/supplemental data:
                                       
Net assets, end of
                                       
  period (thousands)
 
$
23,332
   
$
25,272
   
$
26,737
   
$
20,551
   
$
5,129
 
Ratio of expenses to
                                       
  average net assets (a):
                                       
Before expense reimbursement
   
1.77
%†
   
1.67
%
   
1.64
%
   
3.10
%
   
9.12
%†
After expense reimbursement
   
1.50
%†
   
1.49
%
   
1.53
%***
   
1.65
%**
   
1.75
%†
Ratio of net investment income/
                                       
  (loss) to average net assets (b):
                                       
Before expense reimbursement
   
1.26
%†
   
0.64
%
   
0.73
%
   
(0.39
)%
   
(5.76
)%†
After expense reimbursement
   
1.53
%†
   
0.82
%
   
0.84
%
   
1.06
%
   
1.61
%†
Portfolio turnover rate
   
170.90
%‡
   
389.24
%
   
381.27
%
   
200.20
%
   
86.29
%‡

*
Commencement of operations.
**
Effective July 1, 2014, the advisor contractually agreed to lower the net annual operating expense limit to 1.60%.
***
Effective March 30, 2015, the advisor contractually agreed to lower the net annual operating expense limit to 1.50%.
^
Per share numbers have been calculated using the average shares method.
#
Amount is less than $0.01.
Not annualized.
Annualized.
(a)
Does not include expenses of the investment companies in which the Fund invests.
(b)
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

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

33

WBI Tactical DG Fund

FINANCIAL HIGHLIGHTS – For a share outstanding throughout each period
   
No Load Shares 
 
   
Six Months
                               
   
Ended
             
   
May 31, 2017
    Year Ended November 30,  
   
(Unaudited)
   
2016
   
2015
   
2014
   
2013
   
2012
 
Net asset value,
                                   
  beginning of period
 
$
10.76
   
$
10.76
   
$
12.69
   
$
12.83
   
$
10.86
   
$
9.50
 
Income from
                                               
  investment operations:
                                               
Net investment income^
   
0.04
     
0.04
     
0.02
     
0.01
     
0.04
     
0.06
 
Net realized and unrealized
                                               
  gain/(loss) on investments
   
0.42
     
     
(1.21
)
   
0.51
     
2.01
     
1.37
 
Total from
                                               
  investment operations
   
0.46
     
0.04
     
(1.19
)
   
0.52
     
2.05
     
1.43
 
Less distributions:
                                               
From net investment income
   
(0.04
)
   
(0.04
)
   
(0.02
)
   
(0.03
)
   
(0.08
)
   
(0.07
)
From net realized
                                               
  gain on investments
   
     
     
(0.71
)
   
(0.63
)
   
     
 
From return of capital
   
     
     
(0.01
)
   
     
     
 
Total distributions
   
(0.04
)
   
(0.04
)
   
(0.74
)
   
(0.66
)
   
(0.08
)
   
(0.07
)
Redemption fees retained^#
   
0.00
     
0.00
     
0.00
     
0.00
     
0.00
     
0.00
 
Net asset value, end of period
 
$
11.18
   
$
10.76
   
$
10.76
   
$
12.69
   
$
12.83
   
$
10.86
 
Total return
   
4.25
%‡
   
0.36
%
   
-9.85
%
   
4.12
%
   
18.96
%
   
15.16
%
Ratios/supplemental data:
                                               
Net assets, end of
                                               
  period (thousands)
 
$
9,216
   
$
9,994
   
$
18,879
   
$
32,402
   
$
26,985
   
$
12,866
 
Ratio of expenses to
                                               
  average net assets(a):
                                               
Before fee waivers and
                                               
  expense reimbursement
   
2.17
%†
   
1.98
%
   
1.70
%
   
2.03
%
   
2.07
%
   
2.31
%
After fee waivers and
                                               
  expense reimbursement
   
1.69
%†
   
1.70
%
   
1.70
%*
   
2.00
%
   
2.00
%
   
2.00
%
Ratio of net investment income/(loss)
                                               
  to average net assets(b):
                                               
Before fee waivers and
                                               
  expense reimbursement
   
0.30
%†
   
0.12
%
   
0.16
%
   
0.08
%
   
0.29
%
   
0.23
%
After fee waivers and
                                               
  expense reimbursement
   
0.78
%†
   
0.40
%
   
0.16
%
   
0.11
%
   
0.36
%
   
0.54
%
Portfolio turnover rate
   
161.43
%‡
   
376.80
%
   
384.28
%
   
266.42
%
   
219.78
%
   
261.95
%

*
Effective March 30, 2015, the advisor contractually agreed to lower the net annual operating expense limit to 1.75%.
^
Per share numbers have been calculated using the average shares method.
#
Amount is less than $0.01.
Not annualized.
Annualized.
(a)
Does not include expenses of the investment companies in which the Fund invests.
(b)
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

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

34

WBI Tactical DG Fund

FINANCIAL HIGHLIGHTS – For a share outstanding throughout each period
   
Institutional Shares
 
   
Six Months
                               
   
Ended
       
   
May 31, 2017
    Year Ended November 30,  
   
(Unaudited)
   
2016
   
2015
   
2014
   
2013
   
2012
 
Net asset value,
                                   
  beginning of period
 
$
10.81
   
$
10.81
   
$
12.73
   
$
12.87
   
$
10.89
   
$
9.50
 
Income from
                                               
  investment operations:
                                               
Net investment income^
   
0.08
     
0.06
     
0.04
     
0.06
     
0.07
     
0.10
 
Net realized and unrealized
                                               
  gain/(loss) on investments
   
0.40
     
     
(1.21
)
   
0.49
     
2.01
     
1.39
 
Total from
                                               
  investment operations
   
0.48
     
0.06
     
(1.17
)
   
0.55
     
2.08
     
1.49
 
Less distributions:
                                               
From net investment income
   
(0.06
)
   
(0.06
)
   
(0.03
)
   
(0.06
)
   
(0.10
)
   
(0.10
)
From net realized
                                               
  gain on investments
   
     
     
(0.71
)
   
(0.63
)
   
     
 
From return of capital
   
     
     
(0.01
)
   
     
     
 
Total distributions
   
(0.06
)
   
(0.06
)
   
(0.75
)
   
(0.69
)
   
(0.10
)
   
(0.10
)
Redemption fees retained^#
   
0.00
     
0.00
     
0.00
     
0.00
     
0.00
     
0.00
 
Net asset value, end of period
 
$
11.23
   
$
10.81
   
$
10.81
   
$
12.73
   
$
12.87
   
$
10.89
 
Total return
   
4.41
%‡
   
0.56
%
   
-9.60
%
   
4.40
%
   
19.29
%
   
15.75
%
Ratios/supplemental data:
                                               
Net assets, end of
                                               
  period (thousands)
 
$
7,556
   
$
8,501
   
$
22,260
   
$
58,664
   
$
48,203
   
$
13,351
 
Ratio of expenses to
                                               
  average net assets(a):
                                               
Before fee waivers and
                                               
  expense reimbursement
   
1.84
%†
   
1.75
%
   
1.51
%
   
1.69
%
   
1.79
%
   
1.95
%
After fee waivers and
                                               
  expense reimbursement
   
1.36
%†
   
1.47
%
   
1.51
%**
   
1.66
%*
   
1.70
%
   
1.57
%
Ratio of net investment income/
                                               
  (loss) to average net assets(b):
                                               
Before fee waivers and
                                               
  expense reimbursement
   
0.64
%†
   
0.36
%
   
0.35
%
   
0.41
%
   
0.53
%
   
0.61
%
After fee waivers and
                                               
  expense reimbursement
   
1.12
%†
   
0.64
%
   
0.35
%
   
0.44
%
   
0.62
%
   
0.99
%
Portfolio turnover rate
   
161.43
%‡
   
376.80
%
   
384.28
%
   
266.42
%
   
219.78
%
   
261.95
%

*
Effective July 1, 2014, the advisor contractually agreed to lower the net annual operating expense limit to 1.60%.
**
Effective March 30, 2015, the advisor contractually agreed to lower the net annual operating expense limit to 1.50%.
^
Per share numbers have been calculated using the average shares method.
#
Amount is less than $0.01.
Not annualized.
Annualized.
(a)
Does not include expenses of the investment companies in which the Fund invests.
(b)
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

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

35

WBI Funds

NOTES TO FINANCIAL STATEMENTS as of May 31, 2017 (Unaudited)
NOTE 1 – ORGANIZATION
 
The WBI Tactical BA Fund, WBI Tactical BP Fund, and the WBI Tactical DG Fund (collectively, the “Funds”) are each a diversified series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”) as an open-end management investment company.  The Funds follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 “Financial Services – Investment Companies”.
 
Each Fund offers No Load Shares and Institutional Shares. The investment objective of the WBI Tactical BA Fund and the WBI Tactical BP Fund is to seek current income and long-term appreciation, while also seeking to protect principal during unfavorable market conditions. The investment objective of the WBI Tactical DG Fund is to seek long-term capital appreciation and current income. The WBI Tactical BA Fund and the WBI Tactical DG Fund commenced operations on December 29, 2010. The WBI Tactical BP Fund commenced operations on June 17, 2013.
 
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of significant accounting policies consistently followed by the Funds. 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 Funds’ policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to shareholders. Therefore, no Federal income or excise tax provision is required.
     
   
The Funds recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities.  The tax returns of the Funds for the prior three fiscal years are open for examination. Management has reviewed all open tax years in major jurisdictions and concluded that there is no impact on the Funds’ net assets and no tax liability resulting from unrecognized tax events relating to uncertain income tax positions taken or expected to be taken on a tax return. The Funds identify their major tax jurisdictions as U.S. Federal and the state of Wisconsin. The Funds are 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.

36

WBI Funds

NOTES TO FINANCIAL STATEMENTS as of May 31, 2017 (Unaudited), Continued
 
C.
Security Transactions, Income and Distributions:  Security transactions are accounted for on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. Interest income is recorded on an accrual basis. Discounts and premiums on securities purchased are accreted/amortized over the life of the respective security. Dividend income and capital gain distributions from underlying funds, and distributions to shareholders are recorded on the ex-dividend date. Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and rates.
     
   
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 each Fund 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 proportionately based on allocation methods approved by the Board of Trustees (the “Board”).
     
   
The Funds distribute substantially all net investment income, if any, quarterly, and net realized capital gains, if any, annually.  Distributions from net realized gains for book purposes may include short-term capital gains. All short-term capital gains are included in ordinary income for tax purposes.
     
   
The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations, which differs from accounting principles generally accepted in the United States of America.  To the extent these book/tax differences are permanent, such amounts are reclassified within the capital accounts based on their Federal tax treatment.
     
 
D.
Reclassification of Capital Accounts:  Accounting principles generally accepted in the United States of America require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting.  These reclassifications have no effect on net assets or net asset value per share.
     
 
E.
Use of Estimates:  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
 
37

WBI Funds
 
NOTES TO FINANCIAL STATEMENTS as of May 31, 2017 (Unaudited), Continued
   
affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.
     
 
F.
Redemption Fees: The Funds charge a 2.00% redemption fee to shareholders who redeem shares held for 60 days or less.  Such fees are retained by the Funds and accounted for as an addition to paid-in capital.  During the six months ended May 31, 2017, the Funds retained the following amounts in redemption fees:

     
Redemption Fees
   
WBI Tactical BA Fund
     
   
  No Load Shares
 
$
21
 
   
  Institutional Shares
   
2,285
 
   
WBI Tactical BP Fund
       
   
  No Load Shares
   
 
   
  Institutional Shares
   
189
 
   
WBI Tactical DG Fund
       
   
  No Load Shares
   
21
 
   
  Institutional Shares
   
21
 
 
 
G.
New Accounting Pronouncement:  In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended existing rules (together, “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the financial statements and related disclosures.
 
 
H.
Events Subsequent to the Fiscal Period End:  In preparing the financial statements as of May 31, 2017, management considered the impact of subsequent events for potential recognition or disclosure in the financial statements.
 
NOTE 3 – SECURITIES VALUATION
 
The Funds have adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value.  These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in changes in valuation techniques and related inputs
38

WBI Funds
 
NOTES TO FINANCIAL STATEMENTS as of May 31, 2017 (Unaudited), Continued
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 Funds’ major categories of assets and liabilities measured at fair value on a recurring basis.
 
Each Fund determines the fair value of its investments and computes its net asset value per share as of the close of regular trading on the New York Stock Exchange (4:00 pm EST).
 
Equity Securities:  The Funds’ investments are carried at fair value. Equity securities, including common stocks and exchange-traded funds, that are primarily traded on a national securities exchange shall be valued at the last sale price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale on such day, at the mean between the bid and asked prices.  Securities primarily traded in the NASDAQ Global Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price (“NOCP”).  If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and asked prices.  Over-the-counter securities which are not traded in the NASDAQ Global Market System shall be valued at the most recent sales price.  Investments in open-end mutual funds are valued at their net asset value per share.  To the extent, these securities are actively traded, they are categorized in Level 1 of the fair value hierarchy.
 
Fixed Income Securities: Debt securities, such as corporate bonds, asset backed securities, municipal bonds, and U.S. Government agency issues are valued at market on the basis of valuations furnished by an independent pricing service which utilizes both dealer-supplied valuations and formula-based techniques. The pricing service may consider recently executed transactions in
39

WBI Funds
NOTES TO FINANCIAL STATEMENTS as of May 31, 2017 (Unaudited), Continued
securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads, and fundamental data relating to the issuer. In addition, the model may incorporate market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations. These securities are generally classified in Level 2 of the fair value hierarchy.
 
Short-Term Securities:  Short-term debt securities, including those securities having a maturity of 60 days or less, are valued at the evaluated mean between the bid and asked prices.  To the extent the inputs are observable and timely, these securities are classified in Level 2 of the fair value hierarchy. Investments in open-end mutual funds, including money market funds, are categorized in Level 1 of the fair value hierarchy.
 
The Board has delegated day-to-day valuation issues to a Valuation Committee of the Trust which is comprised of representatives from U.S. Bancorp Fund Services, LLC, the 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 inputs used to value the Funds’ securities as of May 31, 2017:
40

WBI Funds
NOTES TO FINANCIAL STATEMENTS as of May 31, 2017 (Unaudited), Continued
WBI Tactical BA Fund
                       
 
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
                       
  Finance and Insurance
 
$
3,484,667
   
$
   
$
   
$
3,484,667
 
  Health Care and Social
                               
    and Social Assistance
   
692,688
     
     
     
692,688
 
  Manufacturing
   
7,529,128
     
     
     
7,529,128
 
  Professional, Scientific,
                               
    and Technical Services
   
1,177,506
     
     
     
1,177,506
 
  Utilities
   
584,602
     
     
     
584,602
 
  Wholesale Trade
   
631,194
     
     
     
631,194
 
Total Common Stocks
   
14,099,785
     
     
     
14,099,785
 
Exchange-Traded Funds
   
5,973,550
     
     
     
5,973,550
 
U.S. Treasury Notes
   
     
3,191,979
     
     
3,191,979
 
Short-Term Investments
   
2,337,383
     
     
     
2,337,383
 
Total Investments in Securities
 
$
22,410,718
   
$
3,191,979
   
$
   
$
25,602,697
 
                                 
WBI Tactical BP Fund
                               
 
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
                               
  Finance and Insurance
 
$
2,188,715
   
$
   
$
   
$
2,188,715
 
  Manufacturing
   
7,216,267
     
     
     
7,216,267
 
  Professional, Scientific,
                               
    and Technical Services
   
1,808,888
     
     
     
1,808,888
 
  Utilities
   
996,135
     
     
     
996,135
 
Total Common Stocks
   
12,210,005
     
     
     
12,210,005
 
Exchange-Traded Funds
   
11,504,150
     
     
     
11,504,150
 
Short-Term Investments
   
2,066,307
     
     
     
2,066,307
 
Total Investments in Securities
 
$
25,780,462
   
$
   
$
   
$
25,780,462
 
 
41

WBI Funds
 
NOTES TO FINANCIAL STATEMENTS as of May 31, 2017 (Unaudited), Continued
WBI Tactical DG Fund
                       
 
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
                       
  Administrative Support
                       
    and Waste Management
 
$
275,776
   
$
   
$
   
$
275,776
 
  Finance and Insurance
   
4,089,420
     
     
     
4,089,420
 
  Health Care and Social
                               
    and Social Assistance
   
687,928
     
     
     
687,928
 
  Manufacturing
   
5,967,041
     
     
     
5,967,041
 
  Professional, Scientific,
                               
    and Technical Services
   
916,404
     
     
     
916,404
 
  Retail Trade
   
843,518
     
     
     
843,518
 
  Transportation and Warehousing
   
596,554
     
     
     
596,554
 
  Wholesale Trade
   
2,035,907
     
     
     
2,035,907
 
Total Common Stocks
   
15,412,548
     
     
     
15,412,548
 
REITs
   
459,930
     
     
     
459,930
 
Short-Term Investments
   
839,933
     
     
     
839,933
 
Total Investments in Securities
 
$
16,712,411
   
$
   
$
   
$
16,712,411
 
 
Refer to the Funds’ schedule of investments for a detailed break-out of securities by industry classification. Transfers between levels are recognized at May 31, 2017, the end of the reporting period. The Funds recognized no transfers to/from Level 1 or Level 2 during the six months ended May 31, 2017. There were no Level 3 securities held in the Funds during the six months ended May 31, 2017.
 
NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER AGREEMENTS
 
For the six months ended May 31, 2017, WBI Investments, Inc. (the “Advisor”) provided the Funds with investment management services under an Investment Advisory Agreement. The Advisor furnished all investment advice, office space, facilities, and provided 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 0.85% based upon the average daily net assets of each Fund. For the six months ended May 31, 2017, the Funds incurred the following in advisory fees:
 
 
Advisory Fees
WBI Tactical BA Fund
$116,604
WBI Tactical BP Fund
  114,562
WBI Tactical DG Fund
    74,299
 
The Funds are responsible for their own operating expenses.  For the six months ended May 31, 2017, the Advisor has contractually agreed to reduce fees payable to it by the Funds and to pay the Funds’ operating expenses to the extent
42

WBI Funds
 
NOTES TO FINANCIAL STATEMENTS as of May 31, 2017 (Unaudited), Continued
necessary to limit each Fund’s No Load Shares net annual operating expenses to 1.75% of average daily net assets and each Fund’s Institutional Shares net annual operating expenses to 1.50% of average daily net assets. The Advisor is permitted to be reimbursed only for fee reductions and expense payments made in the previous three fiscal years.  Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Funds’ payment of current ordinary operating expenses.  For the six months ended May 31, 2017, the Advisor reduced its fees and absorbed Fund expenses in the amount of $40,137, $35,947, and $41,779 for the WBI Tactical BA Fund, WBI Tactical BP Fund and the WBI Tactical DG Fund, respectively. The Funds’ cumulative expenses subject to recapture pursuant to the aforementioned conditions expire as follows:
 
 
WBI Tactical
   
WBI Tactical
   
WBI Tactical
 
 
BA Fund
   
BP Fund
   
DG Fund
 
 
Year
 
Amount
   
Year
   
Amount
   
Year
   
Amount
 
 
2017
 
$
42,951
     
2017
   
$
192,288
     
2017
   
$
27,713
 
 
2018
   
     
2018
     
39,866
     
2018
     
 
 
2019
   
46,255
     
2019
     
55,806
     
2019
     
72,385
 
 
2020
   
40,137
     
2020
     
35,947
     
2020
     
41,779
 
     
$
129,343
           
$
323,907
           
$
141,877
 
 
U.S. Bancorp Fund Services, LLC (the “Administrator”) acts as the Funds’ 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 Funds’ custodian, transfer agent and accountants; coordinates the preparation and payment of the Funds’ expenses and reviews the Funds’ expense accruals.  U.S. Bancorp Fund Services, LLC also serves as the fund accountant and transfer agent to the Funds. U.S. Bank N.A., an affiliate of U.S. Bancorp Fund Services, serves as the Funds’ custodian.
 
For the six months ended May 31, 2017, the WBI Tactical BA Fund, WBI Tactical BP Fund, and the WBI Tactical DG Fund incurred the following expenses for administration and fund accounting, transfer agency, chief compliance officer, and custody fees:
 
 
 
WBI Tactical
   
WBI Tactical
   
WBI Tactical
 
 
 
BA Fund
   
BP Fund
   
DG Fund
 
Administration and Fund Accounting
 
$
39,650
   
$
37,040
   
$
25,026
 
Transfer Agency (a)
   
17,720
     
16,860
     
11,078
 
Custody
   
5,904
     
5,475
     
5,853
 
Chief Compliance Officer
   
4,439
     
4,439
     
4,439
 
                         
(a)   Does not include out-of-pocket expenses.
                       


43

WBI Funds

NOTES TO FINANCIAL STATEMENTS as of May 31, 2017 (Unaudited), Continued
At May 31, 2017, the Funds had payables due to the Administrator for administration and fund accounting, transfer agency, Chief Compliance Officer fees and to U.S. Bank, N.A. for custody fees in the following amounts:
 
 
 
WBI Tactical
   
WBI Tactical
   
WBI Tactical
 
 
 
BA Fund
   
BP Fund
   
DG Fund
 
Administration and Fund Accounting
 
$
13,414
   
$
11,522
   
$
9,088
 
Transfer Agency (a)
   
2,886
     
2,466
     
2,310
 
Custody
   
1,295
     
1,489
     
2,885
 
Chief Compliance Officer
   
1,439
     
1,439
     
1,440
 
                         
(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 Funds’ shares.  The Distributor is an affiliate of the Administrator.
 
Certain officers of the Funds are also employees of the Administrator. The Trust’s Chief Compliance Officer is also an employee of the Administrator.  A Trustee of the Trust is affiliated with the Administrator and U.S. Bank N.A. This same Trustee is an interested person of the distributor.
 
NOTE 5 – DISTRIBUTION (12B-1) FEE
 
The Funds have adopted a Distribution Plan pursuant to Rule 12b-1 (the “Plan”) for the No Load Shares only. The Plan permits the Funds to pay for distribution and related expenses at an annual rate of 0.25% of the average daily net assets of each Fund’s No Load 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 May 31, 2017, the WBI Tactical BA Fund - No Load Shares, WBI Tactical BP Fund - No Load Shares, and the WBI Tactical DG Fund - No Load Shares paid the Distributor $17,040, $2,943, and $11,986, respectively.
 
NOTE 6 – SHAREHOLDER SERVICING FEE
 
Each Fund’s share class has entered into a Shareholder Servicing Agreement (the “Agreement”) with the Advisor, under which they may pay servicing fees at an annual rate of up to 0.15% of the average daily net assets of each Fund’s share class.  Payments to the Advisor under the Agreement may reimburse the Advisor for payments it makes to selected brokers, dealers and administrators
44

WBI Funds
NOTES TO FINANCIAL STATEMENTS as of May 31, 2017 (Unaudited), Continued
which have entered into Service Agreements with the Advisor for services provided to shareholders of the Funds. The services provided by such intermediaries are primarily designed to assist shareholders of the Funds and include the furnishing of office space and equipment, telephone facilities, personnel and assistance to the Funds in servicing such shareholders. Services provided by such intermediaries also include the provision of support services to the Funds and include establishing and maintaining shareholders’ accounts and record processing, purchase and redemption transactions, answering routine client inquiries regarding the Funds, and providing such other personal services to shareholders as the Funds may reasonably request.  For the six months ended May 31, 2017, the Funds incurred the following shareholder servicing fees under the agreement:
 
 
Shareholder Servicing Fees 
WBI Tactical BA Fund
     
  No Load Shares
 
$
5,935
 
  Institutional Shares
   
4,859
 
WBI Tactical BP Fund
       
  No Load Shares
   
401
 
  Institutional Shares
   
15,615
 
WBI Tactical DG Fund
       
  No Load Shares
   
4,276
 
  Institutional Shares
   
440
 
 
NOTE 7 – PURCHASES AND SALES OF SECURITIES
 
For the six months ended May 31, 2017, the cost of purchases and the proceeds from sales of securities, excluding U.S. Government securities and short-term securities were as follows:
 
 
 
Purchases
   
Sales
 
WBI Tactical BA Fund
 
$
42,529,616
   
$
46,397,957
 
WBI Tactical BP Fund
   
42,803,862
     
45,599,278
 
WBI Tactical DG Fund
   
26,830,972
     
29,481,911
 
 
For the six months ended May 31, 2017, the cost of purchases and the proceeds from sales of U.S. Government securities, excluding short-term securities, were as follows:
 
 
 
Purchases
   
Sales
 
WBI Tactical BA Fund
 
$
5,671,586
   
$
5,925,887
 
 
The WBI Tactical BP Fund and the WBI Tactical DG Fund made no purchases or sales of U.S. government securities during the six months ended May 31, 2017.
45

WBI Funds
 
NOTES TO FINANCIAL STATEMENTS as of May 31, 2017 (Unaudited), Continued
NOTE 8 – LINES OF CREDIT
 
The WBI Tactical BA Fund and the WBI Tactical DG Fund had lines of credit in the amount of $1,600,000 and $2,800,000, respectively. These lines of credit are intended to provide short-term financing, if necessary, subject to certain restrictions, in connection with shareholder redemptions. The credit facility is with the Funds’ custodian, U.S. Bank, N.A. During the six months ended May 31, 2017, the Funds did not draw upon their lines of credit.
 
NOTE 9 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
 
The distributions paid by the Fund during the six months ended May 31, 2017, and the year ended November 30, 2016, were characterized as follows:
 
 
 
WBI Tactical BA Fund
 
 
 
May 31, 2017
   
Nov. 30, 2016
 
Ordinary Income
 
$
71,967
   
$
121,539
 
                 
 
 
WBI Tactical BP Fund
 
 
 
May 31, 2017
   
Nov. 30, 2016
 
Ordinary Income
 
$
161,106
   
$
198,716
 
                 
 
 
WBI Tactical DG Fund
 
 
 
May 31, 2017
   
Nov. 30, 2016
 
Ordinary Income
 
$
71,787
   
$
127,903
 
 
Ordinary income distributions may include dividends paid from short-term capital gains.
 
As of November 30, 2016, the Funds’ most recently completed fiscal year end, the components of accumulated earnings/(losses) were as follows:
 
 
 
WBI Tactical
   
WBI Tactical
   
WBI Tactical
 
 
 
BA Fund
   
BP Fund
   
DG Fund
 
Cost of investments (a)
 
$
28,577,404
   
$
26,900,978
   
$
16,817,569
 
Gross tax unrealized appreciation
 
$
995,708
   
$
1,128,543
   
$
1,864,685
 
Gross tax unrealized depreciation
   
(207,531
)
   
(251,116
)
   
(137,732
)
Net tax unrealized appreciation (a)
   
788,177
     
877,427
     
1,726,953
 
Undistributed ordinary income
   
37,850
     
80,742
     
7,502
 
Total distributable earnings
   
37,850
     
80,742
     
7,502
 
Other accumulated gains/(losses)
   
(3,933,027
)
   
(2,868,268
)
   
(6,171,684
)
Total accumulated
                       
  earnings/(losses)
 
$
(3,107,000
)
 
$
(1,910,099
)
 
$
(4,437,229
)
 
(a)
 
The difference between book-basis and tax basis net unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales.


46

WBI Funds

NOTES TO FINANCIAL STATEMENTS as of May 31, 2017 (Unaudited), Continued
As of November 30, 2016, the Fund had capital loss carryforwards as follows:
 
 
 
Short-Term
   
Long-Term
 
 
 
Capital Loss
   
Capital Loss
 
 
 
Carryover
   
Carryover
 
WBI Tactical BA Fund
 
$
3,933,027
   
$—
 
WBI Tactical BP Fund
   
2,868,268
     
  —
 
WBI Tactical DG Fund
   
6,171,684
     
  —
 
 
These capital losses may be carried forward indefinitely to offset future gains.
 
NOTE 10 – PRINCIPAL RISKS
 
Below is a summary of some, but not all, of the principal risks of investing in the Funds, each of which may adversely affect a Fund’s net asset value and total return. The Funds’ most recent prospectus provides further descriptions of each Fund’s investment objective, principal investment strategies and principal risks.
 
Market Risk. The prices of the securities in which the Funds invest may decline for a number of reasons. The stock market as a whole, or the value of an individual company, may go down resulting in a decrease in the value of a Fund.
 
Equity Risk. Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. If you held common stock, or common stock equivalents, of any given issuer, you would generally be exposed to greater risk than if you held preferred stocks and debt obligations of the issuer.
 
Foreign and Emerging Market 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. Foreign securities can be more volatile than domestic (U.S.) securities. Securities markets of other countries are generally smaller than U.S. securities markets. Many foreign securities may also be less liquid than U.S. securities, which could affect the Funds’ investments. Investments in emerging markets may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.
 
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.
 
ETF and Mutual Fund Risk. When a Fund invests in an ETF or mutual fund, including money market funds for its cash position, it will bear additional
47

WBI Funds
 
NOTES TO FINANCIAL STATEMENTS as of May 31, 2017 (Unaudited), Continued
expenses based on its pro rata share of the ETF’s or mutual fund’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities the ETF or mutual fund holds. The Funds also will incur brokerage costs when it purchases ETFs.
 
Options Risk. Options on securities may be subject to greater fluctuations in value than an investment in the underlying securities. Purchasing and writing put and call options are highly specialized activities and entail greater than ordinary investment risks.
 
Debt Securities Risk. The market value of debt securities held by the Funds typically change as interest rates change, as demand for the instrument changes, and as actual or perceived creditworthiness of an issuer changes. During periods of rising interest rates, the market value of debt securities held by the Funds will generally decline. Credit risk is the risk that an issuer will not make timely payments of principal and interest. There is also the risk that an issuer may “call,” or repay, its high-yielding bonds before their maturity rates. Debt securities subject to prepayment risk 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 debt securities may make it more difficult to sell or buy a security at a favorable price or time. Because interest rates in the United States are at historical lows, the Funds may have an increased risk associated with debt securities and rising interest rates. Also, the risk of rising interest rates may result in less liquidity in debt markets overall, making it more difficult for the Funds to sell the instruments at or near the market value used to compute the Funds’ NAV.
 
High-Yield Securities Risk. The debt income securities that are rated below investment grade (i.e., “junk bonds”) are subject to additional risk factors such as increased possibility of default liquidation of the security, and changes in value based on public perception of the issuer.
 
NOTE 11 – REPORT OF THE TRUST’S SPECIAL SHAREHOLDER MEETING
 
A Special Meeting of Shareholders (the “Meeting”) took place on March 3, 2017, to elect one new Trustee to the Board and to ratify the prior appointment of two current Trustees of the Board.
 
All Trust shareholders of record, in the aggregate across all Funds of the Trust, were entitled to attend or submit proxies.  As of the applicable record date, the Trust had 315,776,916 shares outstanding.  The results of the voting for each proposal were as follows:
48

WBI Funds
 
NOTES TO FINANCIAL STATEMENTS as of May 31, 2017 (Unaudited), Continued
Proposal No. 1.
Election of One New Trustee

Nominee
For Votes
Votes Withheld
David G. Mertens
206,896,354
1,556,814
 
Proposal No. 2.
Ratification of the Prior Appointment of Two Current Trustees of the Board

Current Trustee
For Votes
Votes Withheld
Gail S. Duree
205,321,820
3,131,348
Raymond B. Woolson
206,321,270
2,131,897
 
Effective March 3, 2017, the Board of Trustees of Advisors Series Trust consists of the following individuals:
 
Gail S. Duree, Independent Trustee
Joe D. Redwine, Interested Trustee
David G. Mertens,
George T. Wofford,
  Independent Trustee
  Independent Trustee
George J. Rebhan,
Raymond B. Woolson,
  Independent Trustee
  Independent Trustee
 
Effective March 13, 2017, following Mr. Wofford’s resignation, the Board of Trustees of Advisors Series Trust consists of the following individuals:
 
Gail S. Duree, Independent Trustee
Joe D. Redwine, Interested Trustee
David G. Mertens,
Raymond B. Woolson,
  Independent Trustee
  Independent Trustee
George J. Rebhan,
 
  Independent Trustee
 
 
NOTE 12 – SUBSEQUENT EVENTS
 
On June 14, 2017, at the recommendation of the Advisor, the Board of Trustees of the Trust approved an amendment to the Amended and Restated Operating Expenses Limitation Agreement between the Trust, on behalf of the Funds, and the Advisor, pursuant to which the Advisor has agreed to reduce the Funds’ expense caps for Institutional Class and No Load Class to 1.30% and 1.55%, respectively, effective June 15, 2017 (the “Expense Caps”).  The Expense Caps will be in place at least through March 29, 2019.
 
Also, at the request of the Advisor, the Board approved the termination of the Amended and Restated Shareholder Servicing Plan for the Funds.

49

WBI Funds

NOTICE TO SHAREHOLDERS as of May 31, 2017 (Unaudited)
How to Obtain a Copy of the Funds’ Proxy Voting Policies
 
A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-855-WBI-FUND (1-855-924-3863) or on the U.S. Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
 
How to Obtain a Copy of the Funds’ Proxy Voting Records for the 12-Month Period ended June 30
 
Information regarding how the Funds 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-WBI-FUND (1-855-924-3863). Furthermore, you can obtain the Funds’ proxy voting records on the SEC’s website at http://www.sec.gov.
 
Quarterly Filings on Form N-Q
 
The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q.  The Funds’ Form N-Q is available on the SEC’s website at http://www.sec.gov.  The Funds’ 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 Funds’ Form N-Q is also available, upon request, by calling 1-855-WBI-FUND (1-855-924-3863).
 
Householding
 
In an effort to decrease costs, the Funds intend to reduce the number of duplicate prospectuses, annual and semi-annual reports, proxy statements and other similar documents you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders the Transfer Agent reasonably believes are from the same family or household. Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 1-855-WBI-FUND (1-855-924-3863) 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.
50

WBI Funds

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited)
At a meeting held on December 7-8, 2016, the Board (which is comprised of five persons, four of whom are Independent Trustees as defined under the Investment Company Act of 1940, as amended), considered and approved the continuance of the investment advisory agreement (the “Advisory Agreement”) between Advisors Series Trust (the “Trust”) and WBI Investments, Inc. (the “Advisor”) for another annual term for the WBI Tactical BA Fund (“BA Fund”), WBI Tactical DG Fund (“DG Fund”), WBI Tactical BP Fund (“BP Fund”) and WBI Tactical DI Fund (“DI Fund”) (each, a “Fund,” and collectively, the “Funds”).  At this meeting, and at a prior meeting held on October 11-12, 2016, the Board received and reviewed substantial information regarding the Funds, the Advisor and the services provided by the Advisor to the Funds under the Advisory Agreement.  This information, together with the information provided to the Board throughout the course of the year, formed the primary (but not exclusive) basis for the Board’s determinations.  Below is a summary of the factors considered by the Board and the conclusions that formed the basis for the Board’s approval of the continuance of the Advisory Agreement:
 
 
1.
THE NATURE, EXTENT AND QUALITY OF THE SERVICES PROVIDED AND TO BE PROVIDED BY THE ADVISOR UNDER THE ADVISORY AGREEMENT.  The Board considered the nature, extent and quality of the Advisor’s overall services provided to the Funds, as well as its specific responsibilities in all aspects of day-to-day investment management of the Funds.  The Board considered the qualifications, experience and responsibilities of the portfolio managers, as well as the responsibilities of other key personnel of the Advisor involved in the day-to-day activities of the Funds.  The Board also considered the resources and compliance structure of the Advisor, including information regarding its compliance program, its chief compliance officer, the Advisor’s compliance record, and the Advisor’s disaster recovery plan/business continuity plan.  The Board also considered its knowledge of the Advisor’s operations, and noted that during the course of the prior year they had met with the Advisor in person to discuss the Funds’ performance and investment outlook as well as various marketing and compliance topics, including the Advisor’s risk management process.  The Board concluded that the Advisor had the quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Advisory Agreement and that the nature, overall quality and extent of such management services are satisfactory.
     
 
2.
THE FUNDS’ HISTORICAL PERFORMANCE AND THE OVERALL PERFORMANCE OF THE ADVISOR.  In assessing the quality of the portfolio management delivered by the Advisor, the Board reviewed the short-term and long-term performance of the Funds as of June 30, 2016 on
 
51

WBI Funds
 
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued
   
both an absolute basis and in comparison to its peer funds utilizing Lipper and Morningstar classifications and appropriate securities.  While the Board considered both short-term and long-term performance, it placed greater emphasis on longer term performance.  When reviewing performance against the comparative peer group universe, the Board took into account that the investment objectives and strategies of the Funds, as well as each Fund’s level of risk tolerance, may differ significantly from funds in the peer universe.  In considering each Fund’s performance, the Trustees placed greater emphasis on performance against peers as opposed to the unmanaged benchmark indices. The Board also considered the defensive nature of the Funds’ investment strategies and the Advisor’s representations that the Funds are structured to provide downside protection which will result in lagging relative performance during periods of strong market returns.
     
   
BA Fund: The Board noted that the Fund’s performance, with regard to its Lipper comparative universe, was below its peer group median for the one-year and three-year period, equal to its peer group median for the five-year period, and above its peer group median for the since inception period.
     
   
The Board noted that the Fund’s performance, with regard to its Morningstar comparative universe, was below its peer group median for all relevant periods.
     
   
The Board also considered any differences in performance between similarly managed accounts and the performance of the Fund, noting that the Advisor attributed the differences to the way performance is calculated for the similarly managed accounts, the timing and amount of cash flows that can cause dispersion and that the Fund may use options while the separate accounts do not.  The Board also reviewed the performance of the Fund against broad-based securities market benchmarks.
     
   
DG Fund: The Board noted that the Fund’s performance, with regard to its Lipper comparative universe, was significantly below its peer group median for the one-year period, below its peer group median for the three-year period, and above its peer group median for the five-year and since inception periods.
     
   
The Board noted that the Fund’s performance, with regard to the Morningstar comparative universe, was significantly below its peer group median for the one-year and three-year periods and below its peer group median for the five-year and since inception periods.
     
   
The Board also considered any differences in performance between similarly managed accounts and the performance of the Fund, noting that the Advisor attributed the differences to the way performance is calculated
 
52

WBI Funds
 
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued
   
for the similarly managed accounts, the timing and amount of cash flows that can cause dispersion and that the Fund may use options while the separate accounts do not. The Board also reviewed the performance of the Fund against a broad-based securities market benchmark.
     
   
BP Fund: The Board noted that the Fund’s performance, with regard to its Lipper comparative universe, was below its peer group median for the one-year and three-year periods.
     
   
The Board noted that the Fund’s performance, with regard to the Morningstar comparative universe, was below the peer group median for the one-year and three-year periods.
     
   
The Board also considered any differences in performance between similarly managed accounts and the performance of the Fund, noting that the Advisor attributed the differences to the way performance is calculated for the similarly managed accounts, the timing and amount of cash flows that can cause dispersion and that the Fund may use options while the separate accounts do not. The Board also reviewed the performance of the Fund against a broad-based securities market benchmark.
     
   
DI Fund: The Board noted that the Fund’s performance, with regard to its Lipper comparative universe, was significantly below its peer group median for the one-year period and below its peer group median for the three-year period.
     
   
The Board noted that the Fund’s performance, with regard to the Morningstar comparative universe, was significantly below its peer group median for the one-year period and below its peer group median for the three-year period.
     
   
The Board also considered any differences in performance between similarly managed accounts and the performance of the Fund, noting that the Advisor attributed the differences to the way performance is calculated for the similarly managed accounts, the timing and amount of cash flows that can cause dispersion and that the Fund may use options while the separate accounts do not. The Board also reviewed the performance of the Fund against a broad-based securities market benchmark.
     
 
3.
THE COSTS OF THE SERVICES TO BE PROVIDED BY THE ADVISOR AND THE STRUCTURE OF THE ADVISOR’S FEE UNDER THE ADVISORY AGREEMENT.  In considering the appropriateness of the advisory fee, the Board considered the level of the fee itself as well as the total fees and expenses of each Fund.  The Board reviewed information as to the fees and expenses of advisers and funds within relevant peer funds and the Advisor’s similarly managed separate accounts for other
 
53

WBI Funds
 
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued
   
types of clients, as well as all expense waivers and reimbursements.  When reviewing fees charged to other similarly managed accounts, the Board took into account the type of account and the differences in the management of that account that might be germane to the difference, if any, in the fees charged to such accounts.  The Board also took into consideration the services the Advisor provided to its separately managed account clients, comparing the fees charged for those management services to the management fees charged to the Funds.  The Board found that the fees charged to the Funds were generally in line with or comparable to the fees charged by the Advisor to its similarly managed separate account clients, and to the extent fees charged to the Funds were higher than for the average similarly managed separate accounts, it was largely a reflection of more investment management, compliance and operational complexity involved in managing the Funds that is not present in managing the separately managed accounts.
     
   
BA Fund: The Board noted that the Advisor had contractually agreed to maintain annual expense ratios for the Fund of 1.50% for Institutional Class shares and 1.75% for No Load shares (the “Expense Caps”).  The Board noted that the Fund’s total expense ratio for No Load shares was above the median and average of its peer group, and the total expense ratio for Institutional Class shares was below the median and average of its peer group.  Additionally, the Board noted that when the Fund’s peer group was adjusted to include only funds with similar asset sizes, the Fund’s total expense ratio for the No Load shares was above the peer group median and slightly below the peer group average, and the Institutional Class shares were below the peer group median and average.  The Board also noted that the contractual advisory fee was equal to its peer group median and slightly above its peer group average, and when the Fund’s peer group was adjusted to include only funds with similar asset sizes, the advisory fee was below the peer group median and average.  The Board also considered that after advisory fee waivers and the reimbursement of Fund expenses necessary to maintain the Expense Caps, the net advisory fee received by the Advisor from the Fund during the most recent fiscal year was below the peer group median and average.  As a result, the Trustees noted that the Fund’s expenses and advisory fee were not outside the range of its peer group.
     
   
DG Fund: The Board noted that the Advisor had contractually agreed to maintain annual expense ratios for the Fund of 1.50% for Institutional Class shares and 1.75% for No Load shares (the “Expense Caps”).  The Board noted that the Fund’s total expense ratio for No Load shares was above the median and average of its peer group, and the total expense ratio for Institutional Class shares was below the median and average of its peer
 
54

WBI Funds
 
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued
   
group.  Additionally, the Board noted that when the Funds peer group was adjusted to include only funds with similar asset sizes, the Funds total expense ratios for the No Load shares were above the peer group median and slightly below to the peer group average, and the Institutional Class shares were below the peer group median and average.  The Board also noted that the contractual advisory fee was equal to its peer group median and slightly above its peer group average, and when the Funds peer group was adjusted to include only funds with similar asset sizes, the advisory fee was below the peer group median and average.  The Board also considered that after advisory fee waivers and the reimbursement of Fund expenses necessary to maintain the Expense Caps, the net advisory fee received by the Advisor from the Fund during the most recent fiscal year was below the peer group median and average.  As a result, the Trustees noted that the Funds expenses and advisory fee were not outside the range of its peer group.
     
   
BP Fund: The Board noted that the Advisor had contractually agreed to maintain annual expense ratios for the Fund of 1.50% for Institutional Class shares and 1.75% for No Load shares (the Expense Caps). The Board noted that the Funds total expense ratio for No Load shares was above the median and average of its peer group, and the total expense ratio for Institutional Class shares was below the median and average of its peer group.  Additionally, the Board noted that when the Funds peer group was adjusted to include only funds with similar asset sizes, the Funds total expense ratios for the No Load shares was above the peer group median and slightly below the peer group average, and the Institutional Class shares were below the peer group median and average.  The Board also noted that the contractual advisory fee was equal to its peer group median and slightly above its peer group average, and when the Funds peer group was adjusted to include only funds with similar asset sizes, the advisory fee was below the peer group median and average.  The Board also considered that after advisory fee waivers and the reimbursement of Fund expenses necessary to maintain the Expense Caps, the net advisory fee received by the Advisor from the Fund during the most recent fiscal year was below the peer group median and average.  As a result, the Trustees noted that the Funds expenses and advisory fee were not outside the range of its peer group.
     
   
DI Fund: The Board noted that the Advisor had contractually agreed to maintain annual expense ratios for the Fund of 1.50% for Institutional Class shares and 1.75% for No Load shares (the Expense Caps). The Board noted that the Funds total expense ratio for No Load shares was above the median and average of its peer group, and the total expense ratio for Institutional Class shares was below the median and average of its peer
 
55

WBI Funds

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued
   
group.  Additionally, the Board noted that when the Fund’s peer group was adjusted to include only funds with similar asset sizes, the Fund’s total expense ratios for the No Load shares was above the peer group median and slightly below to the peer group average, and the Institutional Class shares were below the peer group median and average.  The Board also noted that the contractual advisory fee was equal to its peer group median and slightly above its peer group average, and when the Fund’s peer group was adjusted to include only funds with similar asset sizes, the advisory fee was below the peer group median and average.  The Board also considered that after advisory fee waivers and the reimbursement of Fund expenses necessary to maintain the Expense Caps, the Advisor received no advisory fee from the Fund during the most recent fiscal year.  As a result, the Trustees noted that the Fund’s expenses and advisory fee were not outside the range of its peer group.
     
 
4.
ECONOMIES OF SCALE.  The Board also considered whether economies of scale were being realized by the Advisor that should be shared with shareholders.  The Board noted that the Advisor has contractually agreed to reduce its advisory fees or reimburse Fund expenses so that each Fund does not exceed its specified Expense Caps.  The Board noted that at current asset levels, it did not appear that there were additional significant economies of scale being realized by the Advisor that should be shared with shareholders and concluded that it would continue to monitor economies of scale in the future as circumstances changed and assuming asset levels continued to increase.
     
 
5.
THE PROFITS TO BE REALIZED BY THE ADVISOR AND ITS AFFILIATES FROM THEIR RELATIONSHIP WITH THE FUNDS.  The Board reviewed the Advisor’s financial information and took into account both the direct benefits and the indirect benefits to the Advisor from advising the Funds.  The Board considered the profitability to the Advisor from its relationship with the Funds and considered any additional benefits derived by the Advisor from its relationship with the Funds, including benefits received in the form of Rule 12b-1 fees and shareholder servicing plan fees received from the Funds and “soft dollar” benefits that may be received by the Advisor and its affiliates in exchange for Fund brokerage.  The Board noted that the Advisor has terminated all soft dollar arrangements with executing brokerdealers. The Board considered that an affiliated broker-dealer of the Advisor receives and retains cash payments in the form of payment for order flow (“PFOF”) from other dealers and market centers in connection with Fund brokerage activities.  In this regard, the Board took into account that the affiliated broker-dealer does not charge the Fund any commission or other fees in connection with Fund
 
56

WBI Funds
 
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued
   
brokerage. The Board also reviewed information indicating that the Advisor does not charge a separate fee for separately managed account clients (managed by the Advisor or its affiliates) invested in the Funds and determined that the Advisor (or its affiliate) was not receiving an advisory fee both at the separate account and at the Fund level for these accounts.  After such review, the Board determined that the profitability to the Advisor with respect to the Advisory Agreement was not excessive, and that the Advisor had maintained adequate profit levels to support the services it provides to the Funds.
 
No single factor was determinative of the Board’s decision to approve the continuance of the Advisory Agreement for the BA Fund, DG Fund, BP Fund, and the DI Fund but rather the Board based its determination on the total combination of information available to them.  Based on a consideration of all the factors in their totality, the Board determined that the advisory arrangements with the Advisor, including the advisory fees, were fair and reasonable.  The Board therefore determined that the continuance of the Advisory Agreement for the BA Fund, DG Fund, BP Fund, and the DI Fund would be in the best interest of each Fund and its shareholders.
 
Please note, the WBI Tactical DI Fund liquidated on May 30, 2017.
57

WBI Funds
 
PRIVACY NOTICE
The Funds collect 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 Funds.  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 Funds 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 with unaffiliated third parties.


58

 
 
 
 
 

 

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Investment Advisor
WBI Investments, Inc.
One River Centre
331 Newman Springs Road
Suite 122
Red Bank, NJ 07701


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


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


Transfer Agent, Fund Accountant and Fund Administrator
U.S. Bancorp Fund Services, LLC
615 East Michigan Street, 2nd Floor
Milwaukee, WI 53202
1-855-WBI-FUND (1-855-924-3863)


Distributor
Quasar Distributors, LLC
777 East Wisconsin Avenue, 6th Floor
Milwaukee, WI 53202




This report is intended for the shareholders of the Funds and may not be used as sales literature unless preceded or accompanied by a current prospectus.  To obtain a free prospectus, please call 1-855-924-3863
 


 
Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

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

Item 6. Investments.

(a)
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

(b)
Not Applicable
 
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

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

Item 11. Controls and Procedures.

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

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

Item 12. Exhibits.

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

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

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

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



SIGNATURES

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


(Registrant)  Advisors Series Trust

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

Date    8/1/2017



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

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

Date    8/1/2017

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

Date    8/1/2017

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