Average Annual Total Return1 | ||||
Since
|
||||
Inception
|
||||
One Year
|
Five Year
|
Ten Year
|
12/31/01
|
|
Fort Pitt Capital Total Return Fund
|
3.51%
|
9.53%
|
12.01%
|
8.21%
|
Wilshire 5000 Total Market IndexSM
|
6.74%
|
10.61%
|
13.34%
|
7.88%
|
S&P 500® Index
|
7.35%
|
11.34%
|
13.24%
|
7.38%
|
1
|
Average Annual Total Return represents the average change in account value over the periods indicated.
|
ALLOCATION OF PORTFOLIO INVESTMENTS
|
at October 31, 2018 (Unaudited)
|
EXPENSE EXAMPLE
|
at October 31, 2018 (Unaudited)
|
EXPENSE EXAMPLE (Continued)
|
at October 31, 2018 (Unaudited)
|
Beginning
|
Ending
|
Expenses Paid
|
|
Account Value
|
Account Value
|
During Period*
|
|
5/1/18
|
10/31/18
|
5/1/18 – 10/31/18
|
|
Actual
|
$1,000.00
|
$ 995.80
|
$6.24
|
Hypothetical
|
$1,000.00
|
$1,018.95
|
$6.31
|
(5% return before expenses)
|
*
|
Expenses are equal to the Fund’s annualized expense ratio of 1.24%, multiplied by the average account value over the period, multiplied by 184 (days in most recent fiscal half-year)/365 days to reflect the one-half year expense.
|
SCHEDULE OF INVESTMENTS
|
at October 31, 2018
|
COMMON STOCKS – 99.12%
|
Shares
|
Value
|
||||||
Apparel Manufacturing – 3.91%
|
||||||||
VF Corp.
|
31,600
|
$
|
2,619,008
|
|||||
Beverage and Tobacco Product Manufacturing – 3.92%
|
||||||||
Wendy’s Co.
|
152,000
|
2,620,480
|
||||||
Chemical Manufacturing – 14.07%
|
||||||||
Abbott Laboratories
|
47,100
|
3,247,074
|
||||||
AdvanSix, Inc.*
|
732
|
20,306
|
||||||
Inter Parfums, Inc.
|
28,436
|
1,677,440
|
||||||
RPM International, Inc.
|
30,450
|
1,862,627
|
||||||
Westlake Chemical Corp.
|
27,000
|
1,925,100
|
||||||
Zoetis, Inc.
|
7,553
|
680,903
|
||||||
9,413,450
|
||||||||
Computer and Electronic Product Manufacturing – 14.25%
|
||||||||
Intel Corp.
|
49,100
|
2,301,808
|
||||||
Texas Instruments, Inc.
|
30,000
|
2,784,900
|
||||||
Western Digital Corp.
|
38,667
|
1,665,388
|
||||||
Xilinx, Inc.
|
32,600
|
2,783,062
|
||||||
9,535,158
|
||||||||
Credit Intermediation and Related Activities – 7.34%
|
||||||||
Bank of New York Mellon Corp.
|
16,300
|
771,479
|
||||||
PNC Financial Services Group, Inc.
|
20,500
|
2,634,045
|
||||||
Synchrony Financial
|
52,000
|
1,501,760
|
||||||
4,907,284
|
||||||||
Fabricated Metal Product Manufacturing – 2.94%
|
||||||||
Parker-Hannifin Corp.
|
12,950
|
1,963,608
|
||||||
Insurance Carriers and Related Activities – 7.10%
|
||||||||
Arthur J. Gallagher & Co.
|
41,300
|
3,056,613
|
||||||
Loews Corp.
|
36,350
|
1,692,456
|
||||||
4,749,069
|
||||||||
Machinery Manufacturing – 2.40%
|
||||||||
II-VI, Inc.*
|
43,150
|
1,606,475
|
||||||
Miscellaneous Manufacturing – 7.66%
|
||||||||
Medtronic PLC#
|
26,900
|
2,416,158
|
||||||
Resideo Technologies, Inc.*
|
3,050
|
64,202
|
||||||
Rockwell Automation, Inc.
|
16,050
|
2,643,916
|
||||||
5,124,276
|
SCHEDULE OF INVESTMENTS (Continued)
|
at October 31, 2018
|
COMMON STOCKS – 99.12% (Continued)
|
Shares
|
Value
|
||||||
Paper Manufacturing – 3.08%
|
||||||||
Kimberly-Clark Corp.
|
19,750
|
$
|
2,059,925
|
|||||
Petroleum and Coal Products Manufacturing – 2.14%
|
||||||||
BP PLC – ADR
|
33,000
|
1,431,210
|
||||||
Professional, Scientific, and Technical Services – 3.01%
|
||||||||
NetScout Systems, Inc.*
|
79,800
|
2,015,748
|
||||||
Publishing Industries (except Internet) – 8.24%
|
||||||||
CA, Inc.
|
40,000
|
1,774,400
|
||||||
Microsoft Corp.
|
35,000
|
3,738,350
|
||||||
5,512,750
|
||||||||
Securities, Commodity Contracts, and Other Financial
|
||||||||
Investments and Related Activities – 2.76%
|
||||||||
Charles Schwab Corp.
|
40,000
|
1,849,600
|
||||||
Telecommunications – 6.89%
|
||||||||
AT&T, Inc.
|
66,800
|
2,049,424
|
||||||
Verizon Communications, Inc.
|
44,800
|
2,557,632
|
||||||
4,607,056
|
||||||||
Transportation Equipment Manufacturing – 9.09%
|
||||||||
Boeing Co.
|
9,600
|
3,406,656
|
||||||
Garrett Motion, Inc.*
|
1,830
|
27,761
|
||||||
Honeywell International, Inc.
|
18,300
|
2,650,206
|
||||||
6,084,623
|
||||||||
Utilities – 0.32%
|
||||||||
Kinder Morgan, Inc.
|
12,693
|
216,035
|
||||||
TOTAL COMMON STOCKS
|
||||||||
(Cost $35,567,558)
|
66,315,755
|
SCHEDULE OF INVESTMENTS (Continued)
|
at October 31, 2018
|
SHORT-TERM INVESTMENTS – 0.84%
|
Shares
|
Value
|
||||||
Money Market Funds – 0.84%
|
||||||||
Invesco STIT – Government & Agency Portfolio –
|
||||||||
Institutional Class, 2.08%† (Cost $562,249)
|
562,249
|
$
|
562,249
|
|||||
Total Investments
|
||||||||
(Cost $36,129,807) – 99.96%
|
66,878,004
|
|||||||
Other Assets in Excess of Liabilities – 0.04%
|
26,047
|
|||||||
NET ASSETS – 100.00%
|
$
|
66,904,051
|
*
|
Non-income producing security.
|
#
|
U.S. traded security of a foreign issuer.
|
†
|
Rate shown is the 7-day annualized yield at October 31, 2018.
|
STATEMENT OF ASSETS AND LIABILITIES
|
at October 31, 2018
|
ASSETS
|
||||
Investments, at market value (cost $36,129,807)
|
$
|
66,878,004
|
||
Receivables:
|
||||
Receivables for Fund shares sold
|
2,594
|
|||
Dividends and interest receivable
|
124,753
|
|||
Prepaid expenses
|
6,058
|
|||
Total assets
|
67,011,409
|
|||
LIABILITIES
|
||||
Due to advisor
|
50,111
|
|||
Fund shares redeemed
|
2,000
|
|||
Administration and fund accounting fees
|
12,595
|
|||
Audit fees
|
20,500
|
|||
Transfer agent fees and expenses
|
10,994
|
|||
Legal fees
|
1,107
|
|||
Custody fees
|
2,665
|
|||
Shareholder reporting fees
|
4,134
|
|||
Chief Compliance Officer fee
|
1,500
|
|||
Accrued expenses
|
1,662
|
|||
Trustee fees and expenses
|
90
|
|||
Total liabilities
|
107,358
|
|||
NET ASSETS
|
$
|
66,904,051
|
||
COMPONENTS OF NET ASSETS
|
||||
Paid-in capital
|
$
|
32,029,971
|
||
Total distributable earnings
|
34,874,080
|
|||
Total net assets
|
$
|
66,904,051
|
||
Shares outstanding
|
||||
(unlimited number of shares authorized, par value $0.01)
|
2,591,763
|
|||
Net Asset Value, Redemption Price and Offering Price Per Share+
|
$
|
25.81
|
+
|
A charge of 2% is charged on the redemption proceeds of shares held for 180 days or less.
|
STATEMENT OF OPERATIONS
|
For the year ended October 31, 2018
|
INVESTMENT INCOME
|
||||
Income
|
||||
Dividends (net of issuance fees of $660)
|
$
|
1,550,296
|
||
Interest
|
25,788
|
|||
Total investment income
|
1,576,084
|
|||
Expenses
|
||||
Advisory fees (Note 4)
|
722,780
|
|||
Administration and fund accounting fees (Note 4)
|
79,372
|
|||
Transfer agent fees and expenses (Note 4)
|
69,132
|
|||
Audit fees
|
20,900
|
|||
Registration fees
|
20,551
|
|||
Custody fees (Note 4)
|
15,892
|
|||
Trustee fees and expenses
|
13,660
|
|||
Legal fees
|
10,219
|
|||
Shareholder reporting
|
9,629
|
|||
Chief Compliance Officer fees (Note 4)
|
9,000
|
|||
Miscellaneous expense
|
5,816
|
|||
Insurance expense
|
2,146
|
|||
Total expenses before fee waiver
|
979,097
|
|||
Less: fee waiver from Advisor (Note 4)
|
(82,850
|
)
|
||
Net expenses
|
896,247
|
|||
Net investment income
|
679,837
|
|||
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
|
||||
Net realized gain on investments
|
3,557,693
|
|||
Change in unrealized appreciation on investments
|
(1,519,942
|
)
|
||
Net realized and unrealized gain on investments
|
2,037,751
|
|||
Net increase in net assets resulting from operations
|
$
|
2,717,588
|
||
STATEMENTS OF CHANGES IN NET ASSETS
|
For the
|
For the
|
|||||||
Year Ended
|
Year Ended
|
|||||||
October 31, 2018
|
October 31, 2017
|
|||||||
OPERATIONS
|
||||||||
Net investment income
|
$
|
679,837
|
$
|
657,790
|
||||
Net realized gain on investments
|
3,557,693
|
889,029
|
||||||
Change in unrealized appreciation on investments
|
(1,519,942
|
)
|
13,943,422
|
|||||
Net increase in net assets resulting from operations
|
2,717,588
|
15,490,241
|
||||||
DISTRIBUTIONS TO SHAREHOLDERS
|
||||||||
Net investment income
|
(643,274
|
)
|
(560,958
|
)
|
||||
Net realized gains
|
(889,030
|
)
|
(1,575,712
|
)
|
||||
Total distributions
|
(1,532,304
|
)
|
(2,136,670
|
)
|
||||
CAPITAL SHARE TRANSACTIONS
|
||||||||
Proceeds from shares sold
|
4,048,089
|
5,067,980
|
||||||
Proceeds from shares issued in reinvestment of dividends
|
1,528,886
|
2,129,747
|
||||||
Cost of shares redeemed*
|
(9,595,707
|
)
|
(8,204,641
|
)
|
||||
Net decrease in net assets resulting
|
||||||||
from capital share transactions
|
(4,018,732
|
)
|
(1,006,914
|
)
|
||||
Total increase/(decrease) in net assets
|
(2,833,448
|
)
|
12,346,657
|
|||||
NET ASSETS
|
||||||||
Beginning of year
|
69,737,499
|
57,390,842
|
||||||
End of year
|
$
|
66,904,051
|
$
|
69,737,499
|
**
|
|||
CHANGES IN SHARES OUTSTANDING
|
||||||||
Shares sold
|
152,969
|
222,352
|
||||||
Shares issued in reinvestment of dividends
|
58,355
|
97,293
|
||||||
Shares redeemed
|
(357,190
|
)
|
(350,069
|
)
|
||||
Net decrease in Fund shares outstanding
|
(145,866
|
)
|
(30,424
|
)
|
||||
Shares outstanding, beginning of year
|
2,737,629
|
2,768,053
|
||||||
Shares outstanding, end of year
|
2,591,763
|
2,737,629
|
*
|
Net of redemption fees of $1,620 and $4,438, respectively.
|
|
**
|
Includes accumulated undistributed net investment income of $531,653.
|
FINANCIAL HIGHLIGHTS
|
For the Year Ended October 31,
|
||||||||||||||||||||
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||||||||
Net asset value,
|
||||||||||||||||||||
beginning of year
|
$
|
25.47
|
$
|
20.73
|
$
|
20.63
|
$
|
21.07
|
$
|
19.39
|
||||||||||
Income from
|
||||||||||||||||||||
investment operations:
|
||||||||||||||||||||
Net investment income
|
0.26
|
0.24
|
0.18
|
0.16
|
0.17
|
|||||||||||||||
Net realized and unrealized
|
||||||||||||||||||||
gain on investments
|
0.65
|
5.27
|
0.95
|
0.09
|
2.01
|
|||||||||||||||
Total from
|
||||||||||||||||||||
investment operations
|
0.91
|
5.51
|
1.13
|
0.25
|
2.18
|
|||||||||||||||
Less dividends:
|
||||||||||||||||||||
Dividends from
|
||||||||||||||||||||
net investment income
|
(0.24
|
)
|
(0.20
|
)
|
(0.17
|
)
|
(0.16
|
)
|
(0.18
|
)
|
||||||||||
Dividends from
|
||||||||||||||||||||
net realized gains
|
(0.33
|
)
|
(0.57
|
)
|
(0.86
|
)
|
(0.53
|
)
|
(0.32
|
)
|
||||||||||
Total dividends
|
(0.57
|
)
|
(0.77
|
)
|
(1.03
|
)
|
(0.69
|
)
|
(0.50
|
)
|
||||||||||
Redemption fees#
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
|||||||||||||||
Net asset value, end of year
|
$
|
25.81
|
$
|
25.47
|
$
|
20.73
|
$
|
20.63
|
$
|
21.07
|
||||||||||
Total return1
|
3.51
|
%
|
27.18
|
%
|
5.97
|
%
|
1.28
|
%
|
11.58
|
%
|
||||||||||
Supplemental data and ratios:
|
||||||||||||||||||||
Net assets, end of year
|
$
|
66,904,051
|
$
|
69,737,499
|
$
|
57,390,842
|
$
|
58,135,002
|
$
|
54,310,392
|
||||||||||
Ratio of net expenses
|
||||||||||||||||||||
to average net assets:
|
||||||||||||||||||||
Before fee waivers
|
1.35
|
%
|
1.37
|
%
|
1.41
|
%
|
1.41
|
%
|
1.43
|
%
|
||||||||||
After fee waivers
|
1.24
|
%
|
1.24
|
%
|
1.24
|
%
|
1.24
|
%
|
1.24
|
%
|
||||||||||
Ratio of net investment income
|
||||||||||||||||||||
to average net assets:
|
||||||||||||||||||||
Before fee waivers
|
0.83
|
%
|
0.87
|
%
|
0.71
|
%
|
0.64
|
%
|
0.67
|
%
|
||||||||||
After fee waivers
|
0.94
|
%
|
1.00
|
%
|
0.88
|
%
|
0.81
|
%
|
0.86
|
%
|
||||||||||
Portfolio turnover rate
|
4
|
%
|
5
|
%
|
5
|
%
|
6
|
%
|
12
|
%
|
#
|
Amount is less than $0.01 per share.
|
1
|
Total return reflects reinvested dividends but does not reflect the impact of taxes.
|
NOTES TO FINANCIAL STATEMENTS
|
at October 31, 2018
|
A.
|
Security Valuation: All investments in securities are recorded at their estimated fair value, as described in note 3.
|
|
B.
|
Federal Income Taxes: It is the Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no Federal income or excise tax provision is required.
|
|
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more-likely-than-not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years 2015-2017, or expected to be taken in the Fund’s 2018 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal and the state of Wisconsin; however the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
|
||
C.
|
Securities Transactions, Income and Distributions: Securities transactions are accounted for on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. Interest income is recorded on an accrual basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date.
|
|
Common expenses of the Trust are typically allocated among the funds in the Trust based on a fund’s respective net assets, or by other equitable means.
|
||
The Fund distributes substantially all net investment income, if any, and net realized 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 differ from accounting principles generally accepted in the United States of America. To the extent these book/tax differences are permanent, such amounts are reclassified with the capital accounts based on their Federal tax treatment.
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
D.
|
Reclassification of Capital Accounts: Accounting principles generally accepted in the United States of America require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share.
|
|
E.
|
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.
|
|
F.
|
Redemption Fee: The Fund charges a 2.00% redemption fee to shareholders who redeem shares held 180 days or less. Such fees are retained by the Fund and accounted for as an addition to paid-in capital.
|
|
During the year ended October 31, 2018, the Fund retained $1,620 in redemption fees.
|
||
G.
|
Events Subsequent to the Fiscal Year End: In preparing the financial statements as of October 31, 2018, management considered the impact of subsequent events for potential recognition or disclosure in the financial statements. Refer to Note 8 for more information about subsequent events.
|
Level 1 –
|
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
|
Level 2 –
|
Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
|
Level 3 –
|
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||||
Common Stocks | |||||||||||||||||
Administrative Support,
|
|||||||||||||||||
Waste Management
|
$
|
1,501,760
|
$
|
—
|
$
|
—
|
$
|
1,501,760
|
|||||||||
Finance and Insurance
|
10,004,193
|
—
|
—
|
10,004,193
|
|||||||||||||
Information
|
10,119,806
|
—
|
—
|
10,119,806
|
|||||||||||||
Manufacturing
|
37,945,380
|
—
|
—
|
37,945,380
|
|||||||||||||
Professional, Scientific,
|
|||||||||||||||||
and Technical Services
|
2,015,748
|
—
|
—
|
2,015,748
|
|||||||||||||
Utilities
|
216,035
|
—
|
—
|
216,035
|
|||||||||||||
Wholesale Trade
|
4,512,833
|
—
|
—
|
4,512,833
|
|||||||||||||
Total Common Stocks
|
66,315,755
|
—
|
—
|
66,315,755
|
|||||||||||||
Short-Term Investments
|
562,249
|
—
|
—
|
562,249
|
|||||||||||||
Total Investments
|
$
|
66,878,004
|
$
|
—
|
$
|
—
|
$
|
66,878,004
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Expiration
|
Amount
|
||||
10/31/19
|
$
|
97,647
|
|||
10/31/20
|
82,290
|
||||
Nov. 2020 – Oct. 2021
|
82,850
|
||||
$
|
262,787
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Administration and Fund Accounting
|
$
|
79,372
|
|||
Transfer Agency (a)
|
20,181
|
||||
Custody
|
15,892
|
||||
Chief Compliance Officer
|
9,000
|
(a)
|
Does not include out-of-pocket expenses
|
Administration and Fund Accounting
|
$
|
12,595
|
|||
Transfer Agency (a)
|
3,381
|
||||
Custody
|
2,665
|
||||
Chief Compliance Officer
|
1,500
|
(a)
|
Does not include out-of-pocket expenses
|
October 31, 2018
|
October 31, 2017
|
||||||||
Ordinary income
|
$
|
647,797
|
$
|
560,958
|
|||||
Long-term capital gains
|
884,507
|
1,575,712
|
Cost of investments
|
$
|
36,129,807
|
|||
Gross tax unrealized appreciation
|
31,181,776
|
||||
Gross tax unrealized depreciation
|
(433,579
|
)
|
|||
Net tax unrealized appreciation
|
30,748,197
|
||||
Undistributed ordinary income
|
673,727
|
||||
Undistributed long-term capital gain
|
3,452,156
|
||||
Total distributable earnings
|
4,125,883
|
||||
Other accumulated gains/(losses)
|
—
|
||||
Total accumulated earnings/(losses)
|
$
|
34,874,080
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
•
|
Equity Securities Risks: The price of equity securities may rise or fall because of economic or political changes or changes in a company’s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the Fund’s portfolio or the securities market as a whole, such as changes in economic or political conditions.
|
•
|
Interest Rate Risks: The Fund’s investments in fixed income securities will change in value based on changes in interest rates. If rates increase, the value of these investments generally declines. Securities with greater interest rate sensitivity and longer maturities generally are subject to greater fluctuations in value. Given that the Federal Reserve has begun to raise interest rates, the Fund may face a heightened level of interest rate risk.
|
•
|
Credit Risk: An issuer may not make timely payments of principal and interest or to otherwise honor its obligations.
|
•
|
Foreign Securities Risk: Foreign securities are subject to special risks. 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 be less liquid and more volatile than U.S. securities, which could affect the Fund’s investments.
|
•
|
American Depositary Receipts Risks: Investing in ADRs may involve risks in addition to the risks in domestic investments, including less regulatory oversight and less publicly-available information, less stable governments and economies, and non-uniform accounting, auditing and financial reporting standards.
|
•
|
Small- and Medium-Capitalization Company Risks: The risks associated with investing in small- and medium-capitalization companies, which have securities that may trade less frequently and in smaller volumes than securities of larger companies.
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
TAIT, WELLER & BAKER LLP
|
NOTICE TO SHAREHOLDERS at October 31, 2018 (Unaudited)
|
INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited)
|
Number of
|
|||||
Portfolios
|
Other
|
||||
in Fund
|
Directorships
|
||||
Term of Office
|
Complex
|
Held
|
|||
Name, Address
|
Position Held
|
and Length of
|
Principal Occupation
|
Overseen by
|
During Past
|
and Age
|
with the Trust
|
Time Served
|
During Past Five Years
|
Trustee(2)
|
Five Years(3)
|
Gail S. Duree
|
Trustee
|
Indefinite
|
Director, Alpha Gamma
|
1
|
Trustee,
|
(age 72)
|
term;
|
Delta Housing Corporation
|
Advisors
|
||
615 E. Michigan Street
|
since
|
(collegiate housing
|
Series Trust
|
||
Milwaukee, WI 53202
|
March
|
management) (2012 to
|
(for series
|
||
2014.
|
present); Trustee and Chair
|
not affiliated
|
|||
(2000 to 2012), New Covenant
|
|
with the | |||
Mutual Funds (1999 to 2012);
|
|
Fund); | |||
Director and Board Member,
|
Independent
|
||||
Alpha Gamma Delta Foundation
|
|
Trustee from | |||
(philanthropic organization)
|
1999 to
|
||||
(2005 to 2011).
|
2012, New
|
||||
Covenant
|
|||||
Mutual
|
|||||
Funds (an
|
|||||
open-end
|
|||||
investment
|
|||||
company
|
|||||
with 4
|
|||||
portfolios).
|
|||||
David G. Mertens
|
Trustee
|
Indefinite
|
Retired; formerly Managing
|
1
|
Trustee,
|
(age 58)
|
term*;
|
Director and Vice President,
|
Advisors | ||
615 E. Michigan Street
|
since
|
Jensen Investment Management,
|
|
Series Trust | |
Milwaukee, WI 53202
|
March
|
Inc. (a privately-held investment
|
|
(for series | |
2017.
|
advisory firm) (2002 to 2017).
|
|
not affiliated | ||
with the
|
|||||
Fund).
|
|||||
George J. Rebhan
|
Chairman
|
Indefinite
|
Retired; formerly President,
|
1
|
Trustee,
|
(age 84)
|
of the
|
term;
|
Hotchkis and Wiley Funds
|
Advisors
|
|
615 E. Michigan Street
|
Board and
|
since
|
(mutual funds) (1985 to 1993).
|
Series Trust | |
Milwaukee, WI 53202
|
Trustee
|
May
|
(for series
|
||
2002.
|
not affiliated
|
||||
with the
|
|||||
Fund);
|
|||||
Independent
|
|||||
Trustee from
|
|||||
1999 to
|
|||||
2009,
|
|||||
E*TRADE
|
|||||
Funds.
|
INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited)
|
(Continued)
|
Number of
|
|||||
|
Portfolios
|
Other
|
|||
in Fund
|
Directorships
|
||||
Term of Office
|
Complex
|
Held
|
|||
Name, Address
|
Position Held
|
and Length of
|
Principal Occupation
|
Overseen by
|
During Past
|
and Age
|
with the Trust
|
Time Served
|
During Past Five Years
|
Trustee(2)
|
Five Years(3)
|
Joe D. Redwine(4)
|
Trustee
|
Indefinite
|
Retired; formerly President,
|
1
|
Trustee,
|
(age 71)
|
term;
|
CEO, U.S. Bancorp Fund
|
Advisors
|
||
615 E. Michigan Street
|
since
|
Services, LLC (May 1991 to
|
Series Trust
|
||
Milwaukee, WI 53202
|
January
|
July 2017); formerly, Manager,
|
(for series
|
||
2018.
|
U.S. Bancorp Fund Services,
|
not affiliated
|
|||
LLC (1998 to July 2017).
|
with the
|
||||
|
Fund). | ||||
Raymond B. Woolson
|
Trustee
|
Indefinite
|
President, Apogee Group, Inc.
|
1
|
Trustee,
|
(age 59)
|
term*;
|
(financial consulting firm)
|
Advisors
|
||
615 E. Michigan Street
|
since
|
(1998 to present).
|
Series Trust
|
||
Milwaukee, WI 53202
|
January
|
(for series
|
|||
2016.
|
not affiliated
|
||||
with the
|
|||||
Fund);
|
|||||
Independent
|
|||||
Trustee,
|
|||||
DoubleLine
|
|||||
Funds Trust
|
|||||
(an open-end
|
|||||
investment
|
|||||
company
|
|||||
with 15
|
|||||
portfolios),
|
|||||
DoubleLine
|
|||||
Opportunistic
|
|||||
Credit Fund
|
|||||
and
|
|||||
DoubleLine
|
|||||
Income
|
|||||
Solutions
|
|||||
Fund, from
|
|||||
2010 to
|
|||||
present;
|
|||||
Independent
|
|||||
Trustee, | |||||
DoubleLine
|
|||||
Equity Funds
|
|||||
from 2010 to
|
|||||
2016.
|
INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited)
|
(Continued)
|
|
Term of Office | ||
Name, Address
|
Position Held
|
and Length of
|
Principal Occupation
|
and Age
|
with the Trust
|
Time Served
|
During Past Five Years
|
Cheryl L. King
|
Vice
|
Indefinite
|
Vice President, Compliance and Administration,
|
(age 57)
|
President,
|
term;
|
U.S. Bancorp Fund Services, LLC (October
|
615 E. Michigan Street
|
Treasurer
|
since
|
1998 to present).
|
Milwaukee, WI 53202
|
and
|
December
|
|
Principal
|
2007.
|
||
Financial
|
|||
Officer
|
|||
Kevin J. Hayden
|
Assistant
|
Indefinite
|
Assistant Vice President, Compliance and Administration,
|
(age 47)
|
Treasurer
|
term;
|
U.S. Bancorp Fund Services, LLC (June 2005 to present).
|
615 E. Michigan Street
|
since
|
||
Milwaukee, WI 53202
|
September
|
||
2013.
|
|||
Michael L. Ceccato
|
Vice
|
Indefinite
|
Senior Vice President, U.S. Bancorp Fund Services, LLC
|
(age 61)
|
President,
|
term;
|
and Vice President, U.S. Bank N.A. (February 2008
|
615 E. Michigan Street
|
Chief
|
since
|
to present).
|
Milwaukee, WI 53202
|
Compliance
|
September
|
|
Officer and
|
2009.
|
||
AML Officer
|
|||
Emily R. Enslow, Esq.
|
Vice
|
Indefinite
|
Vice President, U.S. Bancorp Fund Services, LLC
|
(age 31)
|
President
|
term;
|
(July 2013 to present); Proxy Voting Coordinator and
|
615 E. Michigan Street
|
and
|
since
|
Class Action Administrator, Artisan Partners Limited
|
Milwaukee, WI 53202
|
Secretary
|
December
|
Partnership (September 2012 to July 2013).
|
2017.
|
*
|
Under the Trust’s Agreement and Declaration of Trust, a Trustee serves during the continued lifetime of the Trust until he/she dies, resigns, is declared bankrupt or incompetent by a court of appropriate jurisdiction, or is removed, or, if sooner, until the election and qualification of his/her successor. In addition, the Trustees have designated a mandatory retirement age of 75, such that each Trustee first elected or appointed to the Board after December 1, 2015, serving as such on the date he or she reaches the age of 75, shall submit his or her resignation not later than the last day of the calendar year in which his or her 75th birthday occurs.
|
(1)
|
The Trustees of the Trust who are not “interested persons” of the Trust as defined under the 1940 Act (“Independent Trustees”).
|
(2)
|
As of October 31, 2018, the Trust was comprised of 41 active portfolios managed by unaffiliated investment advisers. The term “Fund Complex” applies only to the Fund. The Fund does not hold itself out as related to any other series within the Trust for investment purposes, nor does it share the same investment adviser with any other series.
|
(3)
|
“Other Directorships Held” includes only directorships of companies required to register or file reports with the SEC under the Securities Exchange Act of 1934, as amended, (that is, “public companies”) or other investment companies registered under the 1940 Act.
|
(4)
|
Mr. Redwine became an Independent Trustee on January 1, 2018.
|
HOUSEHOLDING
|
PRIVACY POLICY
|
•
|
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.
|
FYE 10/31/2018
|
FYE 10/31/2017
|
|
Audit Fees
|
$16,900
|
$16,400
|
Audit-Related Fees
|
N/A
|
N/A
|
Tax Fees
|
$3,600
|
$3,500
|
All Other Fees
|
N/A
|
N/A
|
FYE 10/31/2018
|
FYE 10/31/2017
|
|
Audit-Related Fees
|
0%
|
0%
|
Tax Fees
|
0%
|
0%
|
All Other Fees
|
0%
|
0%
|
Non-Audit Related Fees
|
FYE 10/31/2018
|
FYE 10/31/2017
|
Registrant
|
N/A
|
N/A
|
Registrant’s Investment Adviser
|
N/A
|
N/A
|
(a)
|
Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).
|
(b)
|
Not Applicable.
|
(a)
|
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
|
(b)
|
Not Applicable.
|
(a)
|
The Registrant’s President/Chief Executive Officer/Principal Executive Officer and Vice President/Treasurer/Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended, (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.
|
(b)
|
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the fourth fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.
|
(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. Filed herewith.
|
(4)
|
Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.
|
(b)
|
Certifications pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. Furnished herewith.
|
1.
|
HONEST AND ETHICAL CONDUCT
|
2.
|
FINANCIAL RECORDS AND REPORTING
|
3.
|
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
|
4.
|
COMPLIANCE WITH THIS CODE OF ETHICS
|
5.
|
AMENDMENT AND WAIVER
|
1.
|
I have reviewed this report on Form N-CSR of Advisors Series Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the fourth fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: 1/3/19
|
/s/ Jeffrey T. Rauman
Jeffrey T. Rauman
President/Chief Executive Officer/Principal Executive Officer
|
1.
|
I have reviewed this report on Form N-CSR of Advisors Series Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the fourth fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: 1/3/19
|
/s/ Cheryl L. King
Cheryl L. King Vice President/Treasurer/Principal Financial Officer
|
/s/ Jeffrey T. Rauman
Jeffrey T. Rauman
President/Chief Executive Officer/Principal Executive Officer
Advisors Series Trust
|
/s/ Cheryl L. King
Cheryl L. King
Vice President/Treasurer/Principal Financial Officer
Advisors Series Trust
|
Dated: 1/3/19
|
Dated: 1/3/19
|
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