N-CSRS 1 pf-ncsrs.htm PZENA FUNDS SEMIANNUAL REPORT 8-31-20
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)


Jeffrey T. Rauman, President/Chief Executive Officer
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)



(626) 914-7363
Registrant's telephone number, including area code



Date of fiscal year end: February 28, 2021



Date of reporting period:  August 31, 2020


Item 1. Reports to Stockholders.




     
     
 
Pzena Funds
 
 
Semi-Annual Report
 
AUGUST 31, 2020
 
   
   



PZENA MID CAP VALUE FUND
Investor Class PZVMX
Institutional Class PZIMX
 
PZENA EMERGING MARKETS VALUE FUND
Investor Class PZVEX
Institutional Class PZIEX
 
PZENA SMALL CAP VALUE FUND
Investor Class PZVSX
Institutional Class PZISX
 
PZENA INTERNATIONAL SMALL CAP VALUE FUND
Investor Class PZVIX
Institutional Class PZIIX

1-844-PZN-1996 (1-844-796-1996) • www.pzenafunds.com




 


 
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds’ shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
 
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds or your financial intermediary electronically through the Funds’ website.
 
You may elect to receive all future reports in paper free of charge. You can inform the Funds or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper may apply to all funds held within the fund complex and may apply to all funds held through your financial intermediary.


Table of Contents


Letter to Shareholders
 
1
     
Pzena Funds Commentary
   
Pzena Mid Cap Value Fund
 
2
Pzena Emerging Markets Value Fund
 
5
Pzena Small Cap Value Fund
 
8
Pzena International Small Cap Value Fund
 
10
     
Pzena Mid Cap Value Fund
   
Portfolio Allocation
 
12
Schedule of Investments
 
13
     
Pzena Emerging Markets Value Fund
   
Portfolio Allocation
 
14
Schedule of Investments
 
15
Portfolio Diversification
 
17
     
Pzena Small Cap Value Fund
   
Portfolio Allocation
 
18
Schedule of Investments
 
19
     
Pzena International Small Cap Value Fund
   
Portfolio Allocation
 
21
Schedule of Investments
 
22
Portfolio Diversification
 
24
     
Statements of Assets and Liabilities
 
25
     
Statements of Operations
 
27
     
Statements of Changes in Net Assets
   
Pzena Mid Cap Value Fund
 
29
Pzena Emerging Markets Value Fund
 
30
Pzena Small Cap Value Fund
 
31
Pzena International Small Cap Value Fund
 
32
     
Financial Highlights
   
Pzena Mid Cap Value Fund
 
33
Pzena Emerging Markets Value Fund
 
35
Pzena Small Cap Value Fund
 
37
Pzena International Small Cap Value Fund
 
39
     
Notes to Financial Statements
 
41
     
Expense Example
 
50
     
Notice to Shareholders
 
52
     
Privacy Notice
 
53



Dear Shareholder:
 
The time period that this letter covers is remarkable, beginning with the historically rapid decline in global stock markets to the incredibly quick rebound. Indeed, since the beginning of April, while we continue to suffer through a global pandemic and extreme economic contraction, the market has been on a tear. The bounce-back has not been universal, however, having rewarded some countries and sectors significantly more than others. In the U.S. and several Asian markets, led by China, broad market indices have earned back all or more of the March decline, while many European markets continue to lag and remain in negative territory. Investors have favored big tech stocks and, more generally, the “big grower” universe. The narrow rally off the March bottom has magnified the growth/value dislocation, which has reached a level we view as unsustainable. Consider the returns for value and growth over the past six months. In local currency, the MSCI ACWI Value Index trailed the MSCI ACWI Growth Index by 29.05 percentage points (-1.18% vs. 27.87%)! And this, of course, extends a long period of the growth style’s dominance over value, which runs more than 10 years.
 
Successful investing starts with focus and discipline. We understand that, to reach your goals, you need your investment managers to stay true to their style and approach, even when their style is out of favor. As always, we are committed to delivering style-pure funds. History strongly suggests that value will again regain leadership. If there’s ever a time when a rally seems to have become untenably bifurcated, we believe it’s now. And if now is not the time to lean in to a value portfolio, then when? We see an exciting investment opportunity for years to come.
 
Our philosophy of value investing is to buy stocks whose share prices have dropped for reasons we believe are temporary, focusing on the long-term prospects for the business. We believe that waiting for the catalyst to emerge before making the investment can result in missing the initial stock price appreciation, which, when earnings are recovering, can be rapid and steep.
 
Since the end of 2017 growth has outperformed value by nearly 54 percentage points, leaving even the most ardent value investors weary. However, when you deconstruct the components, a preponderance of growth’s outperformance has been driven by its expanding PE multiple.
 
A similar dynamic occurred around the tech bubble, when growth massively outperformed value, again driven by an extreme divergence in valuation multiples. Of course, in the period following this, the growth/value dynamic succumbed to the gravity of multiple normalization. Ultimately, the performance of value would make up the entire deficit and bank a sizable advantage over growth over the entire cycle, as it typically does over a full cycle.
 
Please take a few minutes to read the portfolio manager letters that follow for details on how your Fund performed over the past six months, and how they have positioned the Funds in light of the massive market and sector moves we have seen this year.
 
If you have questions about your Pzena Funds portfolio, please get in touch with your advisor or a member of our team of registered representatives.
 
Thank you for your continued support and confidence in Pzena Funds’ investment and client services teams.
 
Best regards,
 
Pzena Investment Management, LLC
 
 
Past performance does not guarantee future results. Index performance is not indicative of fund performance. One cannot invest directly in an index.
 
Mutual fund investing involves risk. Principal loss is possible.
 
The MSCI ACWI Growth Index captures large and mid cap securities exhibiting overall growth style characteristics across 23 Developed Markets countries and 26 Emerging Markets countries. The growth investment style characteristics for index construction are defined using five variables: long-term forward EPS growth rate, short-term forward EPS growth rate, current internal growth rate and long-term historical EPS growth trend and long-term historical sales per share growth trend.
 
The MSCI ACWI Value Index captures large and mid cap securities exhibiting overall value style characteristics across 23 Developed Markets countries and 26 Emerging Markets countries. The value investment style characteristics for index construction are defined using three variables: book value to price, 12-month forward earnings to price and dividend yield.
 
Price to Earnings ratio (P/E ratio)—A ratio for valuing a company that measures its current share price relative to its per-share earnings.
 

1

Pzena Mid Cap Value Fund
Commentary
August 2020

Average Annual Total Returns for the Semi-Annual Period Ended August 31, 2020.
 
           
Since
 
Three
Six
One
Three
Five
Inception
 
Months(1)
Months(1)
Year
Years
Years
(3/31/2014)
Pzena Mid Cap Value Fund – Investor Class (PZVMX)
14.08%
-5.25%
-4.69%
-2.98%
2.89%
2.46%
Pzena Mid Cap Value Fund – Institutional Class (PZIMX)
14.13%
-5.04%
-4.35%
-2.67%
3.22%
2.77%
Russell Midcap® Value Index
10.10%
 0.95%
-1.30%
 2.51%
6.14%
5.43%

(1)
Not annualized.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by calling 844.PZN.1996 (844.796.1996). Performance data shown does not reflect the 1.00% redemption fee imposed on shares held 30 days or less. If it did, total returns would be reduced.
 
PZVMX Expense Ratio – Gross: 1.58%
PZVMX Expense Ratio – Net: 1.25%*
 
PZIMX Expense Ratio – Gross: 1.23%
PZIMX Expense Ratio – Net: 0.90%*
 
Expense ratios shown are as of a supplement to the Fund’s registration statement dated June 28, 2020.
 
*
Pzena Investment Management, LLC, the Fund’s investment adviser, has contractually agreed to waive a portion or all of its management fees and pay Fund expenses through at least June 27, 2021.

Despite March returns that were down significantly, U.S. equities turned in a strong performance over the six months ended August 31. Beginning in April, increased optimism around government stimulus programs, and the economy reopening powered stocks forward. Returns were not evenly distributed, however, as small and midcap stocks lagged large caps, and value continued to trail growth. While the Russell Midcap Index returned 9.95%, the Russell Midcap Value Index ended the period relatively flat at 0.95%. Likewise, the disparity among sector returns within the Russell Midcap Value Index was significant. The materials & processing and technology sectors were strongest, up over 17%, while the financial services sector declined over 10% and the energy sector was down by more than 20%. Value stocks (in both the U.S. and international markets) continued to underperform the general market, leading to one of the widest six-month performance gaps we have ever measured between value and growth across the market cap spectrum.
 
In underperforming the index, the Fund’s stock selection in the technology and consumer discretionary sectors were the principal drivers, further exacerbated by the strong performance of index holdings that we don’t own, that benefited from the “work from home” environment and investors’ continued gravitation towards tech. Partially offsetting this was stock selection in financial services.
 
The Fund’s largest individual detractors were Axis Capital Holdings Limited (Axis Capital), National Oilwell Varco, Inc. (NOV), and PVH Corp. (PVH).
 
Axis Capital (Bermuda-based property & casualty company) traded down on concerns around elevated expenses related to COVID-19 and a large increase in reserves. Management has a history of conservative reserve development and the company and industry are now benefiting from material price increases on insurance renewals due to the current hard market. NOV (oil services) shares fell amid the collapse of oil prices and increasing fears of a sharp economic downturn due to the coronavirus outbreak. Despite these concerns the company did report a better-than-consensus second quarter on stronger margins and solid cash flow. PVH (branded apparel firm, including Calvin Klein and Tommy Hilfiger) experienced a significant decline in sales during the forced shutdown of retail outlets in the U.S. and Europe. The company has a strong liquidity profile and is positioned to take advantage of the demise of weaker competitors in our view. We added to our positions in Axis Capital, NOV, and PVH during the period.
 
Two of the largest contributors, Dow Inc. (Dow) and American International Group (AIG), are also new positions, and the Fund benefited from opportunistic buying.
 
Dow operates a fleet of ethylene crackers around the world that take either naphtha (an oil derivative) or ethane (a natural gas derivative) as feedstock. Global oversupply has driven ethylene margins near historical trough levels. However, Dow’s ethane-based crackers in the U.S. Gulf Coast have benefitted from a meaningful feedstock advantage with access to cheap ethane produced as a by-product of U.S. shale drilling. The sharp decline in oil prices during 1H2020 had the market
 
 
2

Pzena Mid Cap Value Fund
Commentary (Continued)
August 2020

worried about the collapse in the oil-to-gas spread and a permanent impairment of Dow’s earnings power. We began buying the stock in March and shares of Dow have since recovered on earnings that beat consensus, a pickup in demand, and a doubling of the oil-to-gas spread. Dow also has a strong liquidity position with $12B in cash and revolving credit and no large debt maturities until 2H 2023.
 
AIG shares were weak in March as investors worried about COVID-19-driven insurance losses and investment risk. While the company was at the center of the global financial crisis, its business model has changed markedly, having exited higher risk businesses such as capital markets. The market volatility gave us an opportunity to buy a recovering franchise at a very low valuation early in the period. AIG’s share price subsequently improved as management’s increased disclosure helped investors get comfortable with the company’s exposure to COVID-19-impacted lines such as business interruption, event cancellation, travel insurance, and workers compensation, as well as investment portfolio exposure to credit losses and rate migration. Additionally, AIG raised $4.1bn in additional debt, ensuring that they will be able to refinance their 2020 and 2021 debt maturities.
 
Given the tremendous volatility and market dislocation we experienced this period, trading activity was higher than typical. We took advantage of the opportunity to establish the following new positions. Reinsurance Group of America, Incorporated (RGA), is one of the five largest life reinsurers with a robust franchise and stable track record. After the COVID-19 outbreak, its shares traded down given its heavy exposure to mortality risk. Based on our fundamental analysis, we found that the COVID-19-driven mortality losses are priced in. Additionally, the company applied a conservative capital approach and raised capital to weather the upcoming losses. NRG is an unregulated utility that operates a fleet of conventional generation power plants and a large retail electricity supply business, primarily focused in Texas. The company previously had high leverage, volatile earnings due to fluctuating power prices, and uncompetitive renewables projects. The company has sold off the uncompetitive project, matched generation and retail demand to reduce volatility, and reduced its debt to a level that we believe should lead to a ratings upgrade. The company now operates as a duopoly with significant barriers to entry. GAP Inc. (GAP), notable for its GAP, Old Navy and Banana Republic brands, has suffered from weak comparable sales and merchandizing imbalances. Old Navy is the most profitable and occupies a unique space in the frugal fashion category. We also have a free option on the Athleta brand of high-end women’s athleisure. We believe management has identified and is correcting the imbalances and is also taking the opportunity to restructure costs with the benefits likely to show themselves in upcoming quarters. Textron Inc. (Textron) is a global industrial conglomerate that produces both small and medium-sized business jets, as well as military and commercial helicopters. The COVID-induced collapse in air travel hurt Textron in February/March, which had already been depressed from 2018 levels due to poor performance in the industrial unit, as well as a continued tepid recovery in what we think are trough business jet volumes from lofty pre-global financial crisis levels. Textron underwent significant cost restructuring during the recent downturn, which could generate positive operating leverage should demand for private air travel accelerate (there are signs that this is starting to occur).
 
To fund these new positions, we sold relative outperformers such as global design, construction and government services firm AECOM, alternative asset managers KKR & Co. Inc. and Apollo Global Management Inc., and trimmed hand tools and power tools company Stanley Black & Decker, Inc. We also exited advertising company Interpublic Group of Companies, Inc. on valuation and swapped California regulated utility company Edison International for sector peer NRG.
 
As valuations in the Fund reached extreme levels we focused our efforts on understanding the liquidity of our holdings in a severe and sustained economic event, and then to rotating the Fund from names that held up relatively well into the most compelling valuation opportunities. While there was a strong reversal of sentiment relative to the start of the year, growth stocks remained in favor, leading to valuation spreads that are greater than anything we have seen in the last 50 years. Opportunities are across a range of industries and risks and we continue to diligently research companies that are underappreciated by the market but with the liquidity and capital structures to avoid permanent impairment. We continue to remain underweight perceived ‘safe’ sectors including utilities and health care.
 

 
3

Pzena Mid Cap Value Fund
Commentary (Continued)
August 2020

Mutual fund investing involves risk. Principal loss is possible. Investments in mid-cap companies involve additional risks such as limited liquidity and greater volatility than larger companies. Investments in foreign securities involve political, economic and currency risks, greater volatility and differences in accounting methods. These risks are greater for investments in emerging markets. The Fund may have emphasis on a specific sector which could adversely affect a fund to a greater extent than if its emphasis was less. The Fund may invest in securities which are less liquid and more difficult to sell than more liquid securities. The value investing style may over time go in and out of favor. At times when the value investing style is out of favor, the Mid Cap Fund may underperform other funds that use different investing styles. Investments in real estate investment trusts are subject to the risks associated with the direct ownership of real estate.
 
Fund holdings, exposures and characteristics are as of the date shown and are subject to change at any time. Please refer to the Schedule of Investments for more information.
 
The opinions expressed in this letter are those of the Fund manager, are subject to change, are not guaranteed, and should not be considered recommendations to buy or sell any security.
 
The Russell Midcap® Index measures the performance of the mid-cap segment of the U.S. equity universe. The Russell Midcap Index is a subset of the Russell 1000® Index. It includes approximately 800 of the smallest securities based on a combination of their market cap and current index membership.
 
The Russell Midcap® Value Index is an unmanaged index that measures the performance of those Russell Mid Cap® companies with lower price-to-book ratios and lower forecasted growth rates.
 
An index cannot be invested in directly.
 
Fund holdings, exposures and characteristics are as of the date shown and are subject to change at any time. Please refer to the Schedule of Investments for more information.
 
Cash flow—net amount of cash being transferred into and out of a business.
 
The Russell Midcap® Index measures the performance of the mid-cap segment of the U.S. equity universe. The Russell Midcap Index is a subset of the Russell 1000® Index. It includes approximately 800 of the smallest securities based on a combination of their market cap and current index membership.
 


4

Pzena Emerging Markets Value Fund
Commentary
August 2020

Average Annual Total Returns for the Semi-Annual Period Ended August 31, 2020.

           
Since
 
Three
Six
One
Three
Five
Inception
 
Months(1)
Months(1)
Year
Years
Years
(3/31/2014)
Pzena Emerging Markets Value Fund –
           
  Investor Class (PZVEX)
14.58%
  0.00%
 -2.02%
-4.41%
5.18%
-0.31%
Pzena Emerging Markets Value Fund –
           
  Institutional Class (PZIEX)
14.67%
  0.11%
 -1.75%
-4.10%
5.50%
-0.01%
MSCI Emerging Markets Index
19.53%
11.23%
14.49%
 2.83%
8.66%
 4.13%

(1)
Not annualized.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by calling 844.PZN.1996 (844.796.1996). Performance data shown does not reflect the 1.00% redemption fee imposed on shares held 60 days or less. If it did, total returns would be reduced.
 
PZVEX Expense Ratio – Gross: 1.59%
PZVEX Expense Ratio – Net: 1.44%*
 
PZIEX Expense Ratio – Gross: 1.24%
PZIEX Expense Ratio – Net: 1.09%*
 
Expense ratios shown are as of the Fund’s registration statement dated June 28, 2020.
 
*
Pzena Investment Management, LLC, the Fund’s investment adviser, has contractually agreed to waive a portion or all of its management fees and pay Fund expenses through at least June 27, 2021.

After declining 15.40% in March, the MSCI Emerging Markets Index produced a 31.48% return over the subsequent five months, to turn in a six-month total return of 11.23%. Dominant themes were tariff and trade concerns, coronavirus and its impacts, and the collapse and subsequent rebound in oil prices. Amid considerable market volatility, the range of outcomes between individual country and sector performance over the period were wide.
 
Within the MSCI Emerging Markets Index, the financials, utilities, and energy sectors generated negative returns, while health care and consumer discretionary were up over 35%, and communication services and information technology rose by more than 21%. On a country basis, Colombia and Brazil each declined by more than 20%, while China, Taiwan, and Korea rose by more than 15%.
 
Likewise, growth and value performance continued to diverge. In what was a difficult period for deep value stocks (across both developed and emerging markets), our Fund modestly lagged the value index (the MSCI Emerging Markets Value Index), which returned 0.59%. Looking at index data back to the inception of the style series, the trailing six-month performance for value ranks in the worst 2% of history relative to the standard index.
 
In underperforming the standard index, the Fund’s underweight to, and stock selection within, China were the principal drivers. Positions in Korea and South Africa also detracted. Holdings from Poland and the Czech Republic contributed slightly. Positions held in consumer discretionary, utilities, and communication services had the largest sectoral impact on relative returns, while names held in the consumer staples and health care sectors were modestly positive.
 
The individual holdings that detracted most from the Fund’s performance were Brazilian utility companies Light S.A., and Companhia Energetica de Minas Gerais SA (“CEMIG”), and Standard Chartered (London-headquartered bank with approximately 90% of its revenues from Asia, Africa, and the Middle East).
 
The Brazilian utility sector was hit hard by the lockdown in response to the global pandemic, which both reduced electricity volumes and led to an increase in delinquent customer payments due to the economic uncertainty. Moreover, the Brazilian utility regulator suspended service cuts to non-payers in the residential sector for 90 days in response to COVID-19, which further impacted both companies’ ability to collect payment. We expect these headwinds to impact 2020 earnings and cash flow significantly, and this was largely responsible for the stock price declines that were seen throughout the sector.
 
Prospects have improved markedly in recent months, and we believe that both companies have ample liquidity to address any near-term debt maturities. Their balance sheets were further strengthened by the regulator’s Covid Fund, which was disbursed to the companies beginning in August as a non-debt
 
 
5

Pzena Emerging Markets Value Fund
Commentary (Continued)
August 2020

regulatory liability that will cover any cash flow shortfalls through the end of the year. Additionally, the regulator’s service cut prohibition expired in August, delinquent payment levels have begun to decrease, and power demand has nearly climbed back to pre-Covid levels as the economy has recovered. Thus, we continue to hold both positions and believe they remain attractively valued on a risk-adjusted basis.
 
Standard Chartered was also a significant detractor. It, along with three other banks, was forced by the Bank of England to voluntarily cancel their dividends. There was also pressure from the passing of the Hong Kong security law, which raised uncertainty about the long-term economic trajectory of this important market. Actual results reported during the period reflected strong operating performance and a prudent approach towards proactive provisioning, weighed down by some specific bad credits. We added to our position.
 
Taiwan Semiconductor Manufacturing Co., Man Wah Holdings, and Aurobindo Pharma were the Fund’s largest contributors.
 
Taiwan Semiconductor led as reported revenue met guidance and came in ahead of consensus, driven by strong demand across high-end smartphones, 5G infrastructure, and High Performance Computing (HPC). It also reported that margins came in ahead of expectations driven by higher utilization.
 
Man Wah Holdings (Hong Kong-based furniture company) was up on strong fiscal year results. Despite COVID-19 headwinds, revenues were up 8%, mostly due to a boost from China, and the company was able to expand margins. Additionally, Man Wah reduced leverage over the course of the year.
 
Aurobindo Pharma, our Indian generic pharmaceutical holding, was also strong on positive developments relating to FDA investigations at its facilities. Aurobindo continued to steal market share from other global generic manufacturers and meet U.S. FDA regulatory compliance guidelines. Reversing an earlier decision, the FDA classified Aurobindo’s unit IV injectable plant as VAI (Voluntary Action Initiated). This is important, as the unit has many new drug applications pending approval. Aurobindo Pharma continues to show strong global sales. Operating income grew 27% year over year as margins expanded from 17.0% to 18.5%.
 
During the six-month period we added several new names to the portfolio. Trip.com (China), is a market leader in a secularly growing category. We believe the eventual resumption of travel will return Trip.com to its growth trajectory. We purchased Yue Yuen, the Hong Kong-based footwear manufacturer, which is a key supplier to Nike and Adidas. It has seen its stock price fall on demand fears. We believe this is a temporary issue, as is its recent margin pain, as it absorbs the cost of transitioning to a new manufacturing facility in Indonesia. We bought Indian private bank ICICI Bank, which we think is a long-term winner in the structurally attractive Indian banking market once we get to the other side of the COVID controversy. We purchased Galaxy Entertainment Group, one of the largest casinos in Macau. Beyond its current size, it also has the largest land bank in Macau and hence has the highest long-term growth potential. It also boasts of high-quality properties with a strong presence in mass premium and VIP sectors, generating higher revenue and EBITDA per table versus its peers. It currently has a net cash balance and is locally owned. We were able to buy a strong company with solid long-term prospects at an attractive valuation, as the stock price was hurt by COVID-19 concerns. And, finally, we added Itau Unibanco Holding to the portfolio. Itau is one of the largest and most profitable banks in Brazil. It boasts of a solid deposit franchise combined with a well-diversified loan book delivering consistently high ROEs. Recent COVID-19 fears hit the stock, providing us with an opportunity to buy it at an attractive valuation versus its earnings power. We also expanded our position in Hankook Tire & Technology (Korea) significantly. As a low-cost tier 2 tire manufacturer, profitability is primarily driven by volumes and plan utilization. In 2019 its most profitable market (Europe) underwent a slowdown in replacement tires, so demand was weak. The inability to run plants at high utilization hurt margins. As demand picks up and plants are better utilized, margins should improve back to our ‘normalized’ levels.
 
To fund these purchases, we exited Punjab National Bank, an Indian public sector bank whose range of outcomes had widened unattractively in the downturn, Chinese soybean crusher China Agri-Industries Holdings, as it was acquired by its parent during the quarter, coal producer China Shenhua Energy, whose stock price had held up relatively well, and, finally, Huadian Power (Chinese IPP).
 
We also trimmed relative outperformers Aurobindo Pharma (Indian generic pharma), China Dongxiang (China-based international sportswear brand), Lite-On Technology (Taiwan), and Hana Financial Group (Korea) on valuation.
 
Turnover is a little higher than usual given opportunities afforded by market volatility.
 
In terms of portfolio positioning, there are no major changes. Information technology and financials are the largest commitments, and the portfolio maintains no exposure to real estate and a modest allocation to consumer staples and health care (on valuation grounds). Exposure to consumer discretionary stocks increased while the allocation to utilities declined. Geographically, the large commitments to Korea, China (albeit underweight) and Taiwan (also underweight) remain. Latin American exposure is below index and the largest relative exposure remains to emerging Europe.
 
The widening of valuation spreads at an unprecedented pace convinces us of the extreme opportunity in undervalued stocks today. We are excited by the quality of franchises available to invest in, in this climate, at bargain prices.
 

6

Pzena Emerging Markets Value Fund
Commentary (Continued)
August 2020

Mutual fund investing involves risk. Principal loss is possible. Investments in foreign securities involve political, economic and currency risks, greater volatility and differences in accounting methods. These risks are greater for investments in emerging markets. The Fund may have emphasis on a specific sector which could adversely affect a fund to a greater extent than if its emphasis was less. The Fund may invest in securities which are less liquid and more difficult to sell than more liquid securities. The Fund may invest in participatory notes which are a type of equity linked derivative and involve counterparty risk and risk that the performance of the security may not exactly match the performance of the issuer. Investments in real estate investment trusts are subject to the risks associated with the direct ownership of real estate.
 
Fund holdings, exposures and characteristics are as of the date shown and are subject to change at any time. Please refer to the Schedule of Investments for more information.
 
The opinions expressed in this letter are those of the Fund manager, are subject to change, are not guaranteed, and should not be considered recommendations to buy or sell any security.
 
The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets, and provides equity returns including dividends net of withholding tax rates as calculated by MSCI.
 
The MSCI Emerging Markets Value Index is based on a traditional market cap weighted parent index, the MSCI Emerging Markets Index. The value investment style characteristics for index construction are defined using three variables: book value to price, 12-month forward earnings to price and dividend yield.
 
An index cannot be invested in directly.
 
Fund holdings, exposures and characteristics are as of the date shown and are subject to change at any time. Please refer to the Schedule of Investments for more information.
 
Cash flow—net amount of cash being transferred into and out of a business.
 
EBITDA, or earnings before interest, taxes, depreciation, and amortization, is a measure of profitability.
 
Return on Equity (ROE)—The amount of net income returned as a percentage of shareholders equity.
 


7

Pzena Small Cap Value Fund
Commentary
August 2020

Average Annual Total Returns for the Semi-Annual Period Ended August 31, 2020.
 
         
Since
 
Three
Six
One
Three
Inception
 
Months(1)
Months(1)
Year
Years
(4/27/2016)
Pzena Small Cap Value Fund – Investor Class (PZVSX)
10.19%
-7.31%
-7.22%
-4.11%
-0.08%
Pzena Small Cap Value Fund – Institutional Class (PZISX)
10.27%
-7.19%
-6.96%
-3.84%
 0.22%
Russell 2000® Value Index
10.68%
-3.66%
-6.14%
-1.39%
 3.94%

(1)
Not annualized.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by calling 844.PZN.1996 (844.796.1996). Performance data shown does not reflect the 1.00% redemption fee imposed on shares held 30 days or less. If it did, total returns would be reduced.
 
PZVSX Expense Ratio – Gross: 2.13%
PZVSX Expense Ratio – Net: 1.46%*
 
PZISX Expense Ratio – Gross: 1.78%
PZISX Expense Ratio – Net: 1.11%*
 
Expense ratios shown are as of the Fund’s registration statement dated June 28, 2020.
 
*
Pzena Investment Management, LLC, the Fund’s investment adviser, has contractually agreed to waive a portion or all of its management fees and pay Fund expenses through at least June 27, 2021.

Despite a significant decline in March, U.S. equities turned in a strong performance over the six months ended August 31. Beginning in April, increased optimism around government stimulus programs, and the economy reopening powered stocks forward. Returns were not evenly distributed, however, as small caps lagged large caps, and value continued to trail growth. While the Russell 2000 Index returned 6.57%, the Russell 2000 Value Index ended the period down 3.66%.
 
Likewise, the disparity among sector returns within the Russell 2000 Value Index was significant. The health care and consumer staples sectors were strongest, up over 15%, while the financial services and energy sectors each declined by more than 14%.
 
The Fund’s concentration in the underperforming financial services sector and lagging stock price performance among producer durables were the largest drag on absolute returns. Holdings within the consumer discretionary and technology sectors contributed the most.
 
Holdings detracting most from Fund returns were Varex Imaging Corporation, Hope Bancorp, Inc., and Webster Financial Corporation.
 
Varex Imaging (x-ray tubs and digital detectors) reported results that missed revenue and operating profit estimates, and margins that contracted by 600 basis points year over year on both sales mix and high expenses.  Earnings pressure led to a dilutive convertible debt offering to reduce leverage.
 
Hope Bancorp and Webster Financial (regional banks) were down as lower interest rates and concerns around credit drove down regional bank valuations.  Provisions remain significantly above normal as banks continue to see deterioration in their loan books, but high capital ratios and adequate reserving leave the banks in strong positions to work through the current economic environment.
 
The largest individual contributors were Celestica Inc., Dana Incorporated, and JELD-WEN Holding, Inc.
 
Celestica shares were strong this period following better-than-expected results. Earnings per share, sales, and margins were all ahead of market consensus and semi-cap equipment was profitable for the first time since late 2018. While sales were still declining, the company is seeing positive incremental trends and it has had very positive free cash flow and a strong balance sheet.
 
Shares of door and window manufacturer JELD-WEN were up on improved sentiment around housing and remodel demand and very strong 2Q2020 results, reflecting a beat on revenues and margins on strong pricing in North American residential doors. The door market is highly consolidated and has increased pricing throughout the period.
 
Dana Incorporated (auto components supplier) was higher despite reporting weak earnings, as the company has done a good job of controlling costs and building liquidity in the face of the slowdown.
 
Given the tremendous volatility and market dislocation we experienced this period, trading activity was higher than typical. We initiated positions in Belden Inc., Moog Inc., Umpqua Holdings Corporation, PVH Corp., Cowen Inc., Orion Engineered Carbons, National Oil Well Varco Inc., and TechnipFMC.
 
 
8

Pzena Small Cap Value Fund
Commentary (Continued)
August 2020

Belden is a signal transmission company that makes connectors and wires. Over the past 15 years, the company transformed itself from a commodity provider to a specialty company with much higher margins and more differentiated offerings. The stock had underperformed due to disappointing organic growth in recent years but after adjusting the portfolio, we believe the company is well positioned to grow and is attractively valued. Moog is a manufacturer of motion control equipment that faces a number of headwinds in the form of operational issues and reduced commercial aircraft builds. We like the company’s mix of businesses and believe management can bring margins closer to the industry average. We added regional bank Umpqua to diversify our banking positions and take advantage of low bank valuations due to concerns of low interest rates. We bought PVH (branded apparel firm, including Calvin Klein and Tommy Hilfiger), which experienced a significant decline in sales during the forced shutdown of retail outlets in the U.S. and Europe. The company has taken aggressive cost actions to minimize cash burn during the shutdown. Coupled with a strong liquidity profile, we believe PVH is positioned to survive the current crisis and take advantage of the demise of weaker competitors. We initiated a position in investment bank Cowen, which has investment banking, broker, and asset management operations, and a number of balance sheet investments. While historically undermanaged, we believe the company can unlock value by monetizing a number of investments and focusing on its strongest franchises. We also initiated a position in Orion Engineered Carbons, a chemical company that makes rubber carbon black (used to reinforce rubber goods including tires), and specialty carbon black, which has a range of applications. While there have been near-term declines in demand for tires with decreased travel, we believe demand for tires will recover. Further, Orion’s specialty carbon black business is strong, in a market dominated by them and one competitor. Finally, we initiated a position in two new oil service companies, both of which were previously held in our larger cap portfolios but fell to the small cap universe during the quarter. National Oilwell Varco is a leading supplier of capital equipment used on offshore drilling rigs and land drilling rigs. While this business will be highly impacted by lower oil prices, the company has a leading market position, strong liquidity, and products that will ultimately be in demand as oil supplies naturally deplete without further exploration. The other is TechnipFMC, a market leader in subsea production systems and has an engineering & construction business involved in the design of energy systems that has a strong backlog.
 
To fund these new positions, we sold Sykes Enterprises Incorporated (call center outsourcer) and Masonite International Corp. (door manufacturer) as they approached our estimate of fair value, KBR Inc. (engineering and construction and government services), and Gibraltar Industries Inc. (building products), also on valuation, and Synovus Financial Corp. (regional bank) as we reallocated to other banks with better risk/return profiles.
 
As valuations in the Fund reached extreme levels, we focused our efforts on understanding the liquidity of our holdings in a severe and sustained economic event, and then to rotating the Fund from names that held up relatively well into the most compelling valuation opportunities. While there was a strong reversal of sentiment relative to the start of the year, growth stocks remained in favor, leading to further value spread dislocations and opportunities for new investments, as demonstrated by the names added thus far this year and those in our research pipeline. Opportunities are across a range of sectors and we continue to diligently research companies that are underappreciated by the market but with the liquidity and capital structures to avoid permanent impairment.
 
Mutual fund investing involves risk. Principal loss is possible. Investments in small-cap companies involve additional risks such as limited liquidity and greater volatility than larger companies. Investments in foreign securities involve political, economic and currency risks, greater volatility and differences in accounting methods. These risks are greater for investments in emerging markets. The Fund may have emphasis on a specific sector which could adversely affect a fund to a greater extent than if its emphasis was less. The Fund may invest in securities which are less liquid and more difficult to sell than more liquid securities. The value investing style may over time go in and out of favor. At times when the value investing style is out of favor, the Small Cap Value Fund may underperform other funds that use different investing styles. Investments in REITs are subject to the risks associated with the direct ownership of real estate.
 
Fund holdings, exposures and characteristics are as of the date shown and are subject to change at any time. Please refer to the Schedule of Investments for more information.
 
The opinions expressed in this letter are those of the Fund manager, are subject to change, are not guaranteed, and should not be considered recommendations to buy or sell any security.
 
The Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity universe. It is a subset of the Russell 3000® Index and includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership.
 
The Russell 2000® Value Index measures the performance of those Russell 2000® companies with lower price-to-book ratios and lower forecasted growth values. The index cannot be invested in directly.
 
Fund holdings, exposures and characteristics are as of the date shown and are subject to change at any time. Please refer to the Schedule of Investments for more information.
 
Free cash flow—cash available after spending on capital goods and changes in working capital.
 
Basis point—One-hundredth of a percentage point (0.01%).
 

9

Pzena International Small Cap Value Fund
Commentary
August 2020

Average Annual Total Returns for the Semi-Annual Period Ended August 31, 2020.

       
Since
 
Three
Six
One
Inception(1)
 
Months(1)
Months(1)
Year
(7/2/2018)
Pzena International Small Cap Value Fund – Investor Class (PZVIX)
16.21%
 -4.14%
 -7.95%
-12.64%
Pzena International Small Cap Value Fund – Institutional Class (PZIIX)
16.37%
 -4.14%
 -7.75%
-12.43%
MSCI World ex-USA Small Cap Index
13.39%
10.77%
10.89%
   1.27%

(1)
Not annualized.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by calling 844.PZN.1996 (844.796.1996). Performance data shown does not reflect the 1.00% redemption fee imposed on shares held 60 days or less. If it did, total returns would be reduced.
 
PZVIX Expense Ratio – Gross: 13.54%
PZVIX Expense Ratio – Net: 1.53%*
 
PZIIX Expense Ratio – Gross: 13.19%
PZIIX Expense Ratio – Net: 1.18%*
 
Expense ratios shown are as of the Fund’s registration statement dated June 28, 2020.
 
*
Pzena Investment Management, LLC, the Fund’s investment adviser, has contractually agreed to waive a portion or all of its management fees and pay Fund expenses through at least June 27, 2021.

After declining 18.30% in March, the MSCI World ex USA Small Cap Index produced a 35.55% return over the subsequent five months, to turn in a six-month total return of 10.77%. As economies started reopening and economic activity showed signs of life, investor sentiment improved from the pandemic-induced late-March trough. Within the MSCI World ex USA Small Cap Index, materials, information technology, and health care performed best, while energy and real estate detracted. On a country basis, the top performers were Sweden, Australia, and Denmark, while Austria and Spain were in the red.
 
Value stocks (in both developed and emerging markets) continued to underperform the general market, leading to one of the widest six-month performance gaps we have ever measured between value and growth across the market cap spectrum. In this anti-value environment, our Fund underperformed its benchmark, driven by poor stock price performance in cyclicals, partially offset by positioning in real estate, as our Fund was significantly underweight the weak sector.
 
The individual holdings that detracted most from the Fund’s performance were, in some cases, those we exited in the crisis to redeploy the capital to more attractive opportunities. These included Europcar Mobility Group SA (“Europcar”), Genworth MI Canada (“Genworth”), and Coface SA (Coface). European rental car operator Europcar faced an unprecedented decline in travel, and despite shrinking the fleet by over 40% and implementing aggressive cost actions, the company continued to burn cash. Despite having sufficient liquidity, the total leverage on the balance sheet has weighed on the company. Without clarity on the duration of the travel restrictions and pain, the range of outcomes for the company has widened significantly, ultimately leading us to decide to exit the position. Shares of mortgage insurer Genworth were affected by COVID-19 but the stock had been a relative outperformer for the prior year before the pandemic struck, and we had been trimming our position before fully exiting in March. Similar to Genworth, global trade credit provider Coface was performing well before the pandemic struck, reporting strong earnings, cost cutting, and continued low loss ratios. While these strong results continued into 2020, uncertainty around the future path of credit losses introduce potential downside risk for the company, and we fully exited the position in April to deploy the proceeds into more attractive opportunities.
 
PostNL NV (PostNL), Celestica Inc. (Celestica), and Flow Traders NV (Flow Traders) were the Fund’s largest contributors. Dutch mail carrier PostNL beat 2Q2020 expectations – even after an earlier positive pre-announcement and increased guidance for the year – primarily due to volume growth in its parcel delivery business. We trimmed some shares after the strong performance, but the stock remains cheap, in our view. PostNL has a well invested sorting and parcel handling network and has been taking advantage of very strong volumes due to a change in consumer preferences during the global pandemic. Canadian electric manufacturing services firm Celestica was a contributor during the period following better-than-expected 1Q2020 results. Earnings per share (EPS), sales, and margins were all ahead of market consensus. Celestica announced another strong beat for 2Q2020 and guided 3Q to be in-line with 2Q, implying 40% EBITA (earnings before interest, taxes, and amortization) growth year-on-year. Exchange traded fund liquidity provider Flow Traders contributed based on
 
 
10

Pzena International Small Cap Value Fund
Commentary (Continued)
August 2020

higher trading volume from the spike in market volatility. As an example, the company earned more in profits in the month of March than the entirety of 2019. With the normal payout ratio, the company retains significant excess capital position, even after paying a 4 EUR interim dividend (12%+ yield).
 
During the six-month period we added several new names to the Fund. Ituran Location and Control Ltd. (Israeli telematics company) shares fell on fears around declining new volumes with auto sales weakness both in Israel and in Latin America. The bulk of its profit continues to come from subscription services, however, which tend to remain resilient in downturns. We purchased Yue Yuen Industrial Holdings Limited, the Hong Kong-based footwear manufacturer, which is a key supplier to Nike and Adidas. It has seen its stock price fall on demand fears. We believe this is a temporary issue, as is its recent margin pain, as it absorbs the cost of transitioning to a new manufacturing facility in Indonesia. We purchased UBE Industries, Ltd., the Japanese chemical company, as its chemicals segment, a material driver of earnings, is pegged to commodities margins, which are currently weak and should improve in a normalized commodities cycle. The company also has several underappreciated specialty chemical businesses, such as battery materials, where the company is well-positioned as one of a handful of companies that have the ability to produce both the electrolyte and the separator. Finally, we are encouraged by their cost improvement initiatives. We initiated a position in oil services company TechnipFMC Plc, which was previously held in our larger cap portfolios but fell to the small cap universe during the volatile period. The company is a market leader in subsea production systems and also an engineering & construction company involved in the design of energy systems with a strong backlog. Other new positions in the Fund included global reinsurance company Scor SE, global commercial vehicle supplier SAF-HOLLAND SE, global semiconductor company Siltronic AG, Tokyo standalone home builder Open House Co., Ltd., UK builder’s merchant Travis Perkins plc, and Japanese HR company PERSOL Holdings Co., Ltd.
 
To help fund these purchases, we exited laptop casing manufacturer Ju Teng International Holdings Limited, whose stock price performed well, oil services company Petrofac Limited, as we felt sector peer TechnipFMC Plc was more attractive, and Aryzta AG. We also trimmed relative outperformers DIC Corporation and Hitachi Metals, Ltd., both on valuation.
 
The widening of valuation spreads at an unprecedented pace convinces us of the extreme opportunity in undervalued stocks today. We are excited by the quality of franchises available to invest in at bargain prices. The Fund remains heavily skewed towards industries where economic pains from the pandemic are having a meaningful impact in the short term, and where we see significant opportunities for valuation upside over the long term given the quality of the underlying franchise and balance sheet.
 
Mutual fund investing involves risk. Principal loss is possible. Investments in small- and mid-cap companies involve additional risks such as limited liquidity and greater volatility than larger companies. Investments in foreign securities involve political, economic and currency risks, greater volatility and differences in accounting methods. These risks are greater for investments in emerging markets. The Fund may have emphasis on a specific sector which could adversely affect a fund to a greater extent than if its emphasis was less. The Fund may invest in securities which are less liquid and more difficult to sell than more liquid securities. Investments in real estate investment trusts (REITs) are subject to the risks associated with the direct ownership of real estate.
 
Fund holdings, exposures and characteristics are as of the date shown and are subject to change at any time. Please refer to the Schedule of Investments for more information.
 
The opinions expressed in this letter are those of the Fund manager, are subject to change, are not guaranteed, and should not be considered recommendations to buy or sell any security.
 
The MSCI World ex-USA Small Cap Index captures small cap representation across 22 of 23 Developed Markets (DM) countries* (excluding the United States). With 2,580 constituents, the index covers approximately 14% of the free float-adjusted market capitalization in each country. *DM countries in this index include: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the UK. The index cannot be invested in directly.
 
Fund holdings, exposures and characteristics are as of the date shown and are subject to change at any time. Please refer to the Schedule of Investments for more information.
 
Earnings per share (EPS)—A company’s profit divided by the outstanding shares of its common stock. The resulting number serves as an indicator of a company’s profitability.
 

11

Pzena Mid Cap Value Fund
Portfolio Allocation
August 31, 2020 (Unaudited)


 


 
The portfolio’s holdings and allocations are subject to change. The percentages are of total investments as of August 31, 2020.
 
Note: For presentation purposes, the Fund has grouped some of the industry categories. For purposes of categorizing securities for compliance with Section 8(b)(1) of the Investment Company Act of 1940, as amended, the Fund uses more specific industry classifications.
 


12

Pzena Mid Cap Value Fund
Schedule of Investments
August 31, 2020 (Unaudited)

   
Shares
   
Fair Value
 
COMMON STOCKS – 99.11%
           
Consumer Discretionary – 22.15%
           
Avis Budget Group, Inc. (a)
   
60,005
   
$
2,046,771
 
Ford Motor Co. (a)
   
383,778
     
2,617,366
 
Gap, Inc.
   
82,720
     
1,438,501
 
Gildan Activewear, Inc. (a)(b)
   
184,620
     
3,570,551
 
Lear Corp.
   
25,093
     
2,858,845
 
Mohawk Industries, Inc. (a)
   
19,415
     
1,792,587
 
Newell Brands, Inc.
   
163,323
     
2,609,902
 
PVH Corp.
   
32,348
     
1,803,724
 
             
18,738,247
 
                 
Consumer Staples – 2.20%
               
McKesson Corp.
   
12,123
     
1,860,153
 
                 
Energy – 10.64%
               
Baker Hughes, a GE Co.
   
116,505
     
1,663,691
 
Cenovus Energy, Inc. (b)
   
226,742
     
1,070,222
 
Halliburton Co.
   
202,769
     
3,280,803
 
National Oilwell Varco, Inc. (a)
   
185,100
     
2,221,200
 
TechnipFMC PLC (b)
   
99,000
     
762,300
 
             
8,998,216
 
                 
Financial Services – 31.71%
               
American International Group, Inc. (a)
   
103,023
     
3,002,090
 
Axis Capital Holdings, Ltd. (b)
   
71,734
     
3,426,016
 
CNO Financial Group, Inc.
   
183,595
     
2,992,599
 
Equitable Holdings, Inc.
   
140,915
     
2,985,989
 
Fifth Third Bancorp
   
119,040
     
2,459,366
 
Invesco, Ltd. (b)
   
166,702
     
1,700,360
 
KeyCorp
   
194,784
     
2,399,739
 
Realogy Holdings Corp.
   
73,273
     
811,865
 
Regions Financial Corp.
   
204,084
     
2,359,211
 
Reinsurance Group of America, Inc.
   
22,815
     
2,091,679
 
Voya Financial, Inc.
   
49,988
     
2,594,877
 
             
26,823,791
 
                 
Health Care – 2.70%
               
Cardinal Health, Inc.
   
28,137
     
1,428,234
 
Mylan N.V. (a)(b)
   
52,311
     
856,854
 
             
2,285,088
 
                 
Materials & Processing – 8.64%
               
Dow, Inc.
   
49,831
     
2,248,375
 
JELD-WEN Holding, Inc. (a)
   
130,500
     
2,747,025
 
Olin Corp.
   
205,503
     
2,311,909
 
             
7,307,309
 
                 
Producer Durables – 12.25%
               
Genpact, Ltd. (a)(b)
   
10,516
     
443,565
 
Ryder System, Inc.
   
55,694
     
2,277,885
 
Snap-on, Inc.
   
11,865
     
1,759,224
 
Stanley Black & Decker, Inc.
   
2,632
     
424,542
 
Terex Corp. (a)
   
119,625
     
2,341,061
 
Textron, Inc.
   
14,537
     
573,194
 
Wabtec Corp.
   
38,153
     
2,539,081
 
             
10,358,552
 
                 
Technology – 5.94%
               
Avnet, Inc. (a)
   
112,980
     
3,108,080
 
Hewlett Packard Enterprise Co.
   
198,094
     
1,915,569
 
             
5,023,649
 
                 
Utilities – 2.88%
               
NRG Energy, Inc. (a)
   
70,676
     
2,431,961
 
Total Common Stocks
               
  (Cost $85,214,743)
           
83,826,966
 
                 
SHORT-TERM INVESTMENT – 0.71%
               
Money Market Fund – 0.71%
               
Fidelity Institutional Government
               
  Portfolio – Class I, 0.01% (c)
   
599,839
     
599,839
 
Total Short-Term Investment
               
  (Cost $599,839)
           
599,839
 
Total Investments
               
  (Cost $85,814,582) – 99.82%
           
84,426,805
 
Other Assets in Excess
               
  of Liabilities – 0.18%
           
152,271
 
TOTAL NET ASSETS – 100.00%
         
$
84,579,076
 

Percentages are stated as a percent of net assets.

PLC
 
Public Limited Company
(a)
 
Non-income producing security.
(b)
 
Foreign issued security.
(c)
 
The rate listed is the 7-day annualized yield as of August 31, 2020.

Note: For presentation purposes, the Fund has grouped some of the industry categories. For purposes of categorizing securities for compliance with Section 8(b)(1) of the Investment Company Act of 1940, as amended, the Fund uses more specific industry classifications.


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

13

Pzena Emerging Markets Value Fund
Portfolio Allocation
August 31, 2020 (Unaudited)


 

 

The portfolio’s holdings and allocations are subject to change. The percentages are of total investments as of August 31, 2020.
 


14

Pzena Emerging Markets Value Fund
Schedule of Investments
August 31, 2020 (Unaudited)

   
Shares
   
Fair Value
 
COMMON STOCKS – 93.54%
           
Brazil – 1.23%
           
Light S.A. (a)
   
1,275,339
   
$
3,515,126
 
                 
China – 15.31%
               
Baidu, Inc. – ADR (a)
   
43,028
     
5,359,998
 
China Construction Bank Corp.
   
4,862,000
     
3,444,089
 
China Dongxiang Group Co.
   
10,425,000
     
1,358,578
 
China Mobile, Ltd.
   
712,500
     
4,978,178
 
China Resources Power
               
  Holdings Co., Ltd.
   
4,910,000
     
5,828,495
 
Dongfeng Motor Group Co., Ltd.
   
7,906,000
     
5,488,152
 
Grand Baoxin Auto Group, Ltd. (a)
   
16,849,000
     
2,565,330
 
Lenovo Group, Ltd.
   
10,116,000
     
6,761,229
 
Trip.com Group, Ltd. – ADR (a)
   
257,065
     
7,773,646
 
             
43,557,695
 
                 
Czech Republic – 1.78%
               
CEZ
   
246,461
     
5,077,884
 
                 
Hong Kong – 6.40%
               
Galaxy Entertainment Group, Ltd. (a)
   
566,000
     
4,458,504
 
Man Wah Holdings, Ltd.
   
2,377,200
     
3,324,926
 
Pacific Basin Shipping, Ltd.
   
51,173,000
     
7,461,161
 
Yue Yuen Industrial (Holdings), Ltd.
   
1,713,000
     
2,966,177
 
             
18,210,768
 
                 
Hungary – 1.28%
               
OTP Bank PLC (a)
   
108,199
     
3,645,960
 
                 
India – 6.24%
               
Aurobindo Pharma, Ltd.
   
500,904
     
5,504,619
 
ICICI Bank, Ltd. (a)
   
416,948
     
2,235,203
 
ICICI Bank, Ltd. – ADR
   
271,904
     
2,920,249
 
NTPC, Ltd.
   
3,615,089
     
4,734,498
 
State Bank of India (a)
   
117,859
     
339,451
 
State Bank of India – GDR
   
67,053
     
2,010,745
 
             
17,744,765
 
                 
Indonesia – 1.43%
               
PT Bank Mandiri (Persero) Tbk
   
9,985,100
     
4,079,749
 
                 
Malaysia – 0.90%
               
Genting Malaysia Berhad
   
4,673,600
     
2,558,110
 
                 
Poland – 1.18%
               
Cyfrowy Polsat S.A.
   
430,211
     
3,359,545
 
                 
Republic of Korea – 16.84%
               
Dongbu Insurance Co., Ltd.
   
238,370
     
8,759,029
 
Hana Financial Group, Inc.
   
58,147
     
1,380,373
 
Hankook Tire & Technology Co., Ltd.
   
263,055
     
6,532,640
 
Hyundai Motor Co.
   
11,880
     
1,765,149
 
KB Financial Group, Inc.
   
90,180
     
2,797,485
 
Korea Shipbuilding & Offshore
               
  Engineering Co., Ltd.
   
66,048
     
4,792,775
 
POSCO
   
68,050
     
10,569,261
 
Samsung Electronics Co., Ltd.
   
143,842
     
6,538,823
 
Shinhan Financial Group Co., Ltd. (a)
   
192,080
     
4,794,319
 
             
47,929,854
 
                 
Romania – 0.97%
               
Banca Transilvania S.A.
   
4,909,022
     
2,766,448
 
                 
Russian Federation – 6.16%
               
LUKOIL PJSC – ADR
   
135,346
     
9,237,364
 
Rosneft Oil Co. – GDR
   
1,629,613
     
8,278,434
 
             
17,515,798
 
                 
Singapore – 2.56%
               
Wilmar International, Ltd.
   
2,276,900
     
7,296,523
 
                 
South Africa – 2.42%
               
Reunert, Ltd.
   
826,836
     
1,521,851
 
Sasol
   
654,832
     
5,353,002
 
             
6,874,853
 
                 
Taiwan – 10.46%
               
Catcher Technology Co., Ltd.
   
864,000
     
5,903,993
 
Compal Electronics, Inc.
   
3,806,000
     
2,399,707
 
Hon Hai Precision Industry Co., Ltd.
   
2,737,132
     
7,173,643
 
Lite-On Technology Corp.
   
830,000
     
1,312,544
 
Taiwan Semiconductor
               
  Manufacturing Co., Ltd.
   
892,000
     
12,965,867
 
             
29,755,754
 
                 
Thailand – 3.39%
               
Bangkok Bank Public Co., Ltd.
   
786,900
     
2,692,742
 
Bangkok Bank Public Co., Ltd. – NVDR
   
419,900
     
1,436,882
 
Siam Commercial Bank PLC – NVDR
   
2,365,800
     
5,511,141
 
             
9,640,765
 
                 
Turkey – 2.14%
               
Akbank T.A.S. (a)
   
2,212,607
     
1,473,866
 
Ford Otomotiv Sanayi A.S.
   
400,559
     
4,610,712
 
             
6,084,578
 


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

15

Pzena Emerging Markets Value Fund
Schedule of Investments (Continued)
August 31, 2020 (Unaudited)

   
Shares
   
Fair Value
 
COMMON STOCKS – 93.54%(Continued)
           
United Arab Emirates – 2.16%
           
Abu Dhabi Commercial Bank PJSC
   
4,067,190
   
$
6,134,308
 
                 
United Kingdom – 4.02%
               
Antofagasta PLC
   
350,058
     
5,025,696
 
Standard Chartered PLC
   
1,222,850
     
6,414,372
 
             
11,440,068
 
                 
United States – 6.67%
               
Cognizant Technology Solutions
               
  Corp. – Class A (a)
   
144,665
     
9,672,302
 
Flextronics International, Ltd. (a)
   
857,549
     
9,312,982
 
             
18,985,284
 
Total Common Stocks
               
  (Cost $304,883,365)
           
266,173,835
 
                 
PREFERRED STOCKS – 3.15%
               
Brazil – 2.32%
               
Cia Energetica de Minas Gerais, 4.59%
   
2,218,411
     
4,280,113
 
Itau Unibanco Holding S.A., 5.23%
   
533,943
     
2,316,661
 
             
6,596,774
 
                 
Republic of Korea – 0.83%
               
Hyundai Motor Co., 3.51%
   
32,428
     
2,374,977
 
Total Preferred Stocks
               
  (Cost $10,664,626)
           
8,971,751
 
                 
SHORT-TERM INVESTMENT – 2.73%
               
Money Market Fund – 2.73%
               
Fidelity Institutional Government
               
  Portfolio – Class I, 0.01% (b)
   
7,756,170
     
7,756,170
 
Total Short-Term Investment
               
  (Cost $7,756,170)
           
7,756,170
 
Total Investments
               
  (Cost $323,304,161) – 99.42%
           
282,901,756
 
Other Assets in Excess
               
  of Liabilities – 0.58%
           
1,641,705
 
TOTAL NET ASSETS – 100.00%
         
$
284,543,461
 

Percentages are stated as a percent of net assets.

ADR
 
American Depository Receipt
GDR
 
Global Depository Receipt
NVDR
 
Non-voting Depository Receipt
PJSC
 
Private Joint Stock Company
PLC
 
Public Limited Company
S.A.
 
Société Anonyme
(a)
 
Non-income producing security.
(b)
 
The rate listed is the 7-day annualized yield as of August 31, 2020.


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

16

Pzena Emerging Markets Value Fund
Portfolio Diversification
August 31, 2020 (Unaudited)

   
Fair
   
% of
 
   
Value
   
Net Assets
 
COMMON STOCKS
           
Communication Services
 
$
13,697,721
     
4.81
%
Consumer Discretionary
   
43,401,924
     
15.25
%
Consumer Staples
   
7,296,523
     
2.57
%
Energy
   
17,515,799
     
6.16
%
Financials
   
62,836,410
     
22.08
%
Health Care
   
5,504,619
     
1.94
%
Industrials
   
13,775,787
     
4.84
%
Information Technology
   
62,041,090
     
21.80
%
Materials
   
20,947,959
     
7.36
%
Utilities
   
19,156,003
     
6.73
%
Total Common Stocks
   
266,173,835
     
93.54
%
                 
PREFERRED STOCKS
               
Consumer Discretionary
   
2,374,977
     
0.84
%
Financials
   
2,316,661
     
0.81
%
Utilities
   
4,280,113
     
1.50
%
Total Preferred Stocks
   
8,971,751
     
3.15
%
Short-Term Investment
   
7,756,170
     
2.73
%
Total Investments
   
282,901,756
     
99.42
%
Other Assets in
               
  Excess of Liabilities
   
1,641,705
     
0.58
%
Total Net Assets
 
$
284,543,461
     
100.00
%

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by Pzena Investment Management, LLC.


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

17

Pzena Small Cap Value Fund
Portfolio Allocation
August 31, 2020 (Unaudited)


 

 

The portfolio’s holdings and allocations are subject to change. The percentages are of total investments as of August 31, 2020.
 
Note: For presentation purposes, the Fund has grouped some of the industry categories. For purposes of categorizing securities for compliance with Section 8(b)(1) of the Investment Company Act of 1940, as amended, the Fund uses more specific industry classifications.
 


18

Pzena Small Cap Value Fund
Schedule of Investments
August 31, 2020 (Unaudited)

   
Shares
   
Fair Value
 
COMMON STOCKS – 97.56%
           
Consumer Discretionary – 12.22%
           
Avis Budget Group, Inc. (a)
   
23,683
   
$
807,827
 
Dana, Inc. (a)
   
82,475
     
1,150,527
 
Hooker Furniture Corp.
   
35,455
     
873,966
 
Motorcar Parts of America, Inc. (a)
   
41,896
     
729,409
 
PVH Corp.
   
9,933
     
553,864
 
             
4,115,593
 
                 
Consumer Staples – 3.88%
               
Spectrum Brands Holdings, Inc.
   
10,053
     
599,159
 
Universal Corp.
   
16,314
     
708,191
 
             
1,307,350
 
                 
Energy – 6.12%
               
Murphy Oil Corp.
   
50,871
     
698,968
 
National Oilwell Varco, Inc. (a)
   
32,431
     
389,172
 
NexTier Oilfield Solutions, Inc. (a)
   
261,595
     
659,219
 
TechnipFMC PLC (b)
   
40,662
     
313,097
 
             
2,060,456
 
                 
Financial Services – 32.78%
               
American Equity Investment
               
  Life Holding Co.
   
32,929
     
787,332
 
Argo Group International
               
  Holdings, Ltd. (a)(b)
   
19,462
     
722,819
 
Associated Banc-Corp.
   
76,805
     
1,032,259
 
Axis Capital Holdings, Ltd. (b)
   
30,464
     
1,454,961
 
CNO Financial Group, Inc.
   
80,776
     
1,316,649
 
Cowen, Inc. – Class A
   
27,583
     
498,976
 
First Midwest Bancorp, Inc.
   
47,764
     
595,139
 
Hope Bancorp, Inc.
   
76,681
     
648,721
 
Realogy Holdings Corp.
   
24,961
     
276,568
 
TCF Financial Corp.
   
26,080
     
701,030
 
Umpqua Holdings Corp.
   
59,495
     
671,104
 
Univest Financial Corp.
   
41,275
     
664,115
 
Webster Financial Corp.
   
35,729
     
982,548
 
WSFS Financial Corp.
   
23,368
     
684,682
 
             
11,036,903
 
                 
Health Care – 3.83%
               
Triple-S Management
               
  Corp. – Class B (a)(b)
   
44,987
     
836,758
 
Varex Imaging Corp. (a)
   
40,803
     
452,506
 
             
1,289,264
 
                 
Materials & Processing – 6.52%
               
JELD-WEN Holding, Inc. (a)
   
48,581
     
1,022,630
 
Olin Corp.
   
55,169
     
620,651
 
Orion Engineered Carbons S.A. (b)
   
45,394
     
551,537
 
             
2,194,818
 
                 
Producer Durables – 20.62%
               
Belden, Inc.
   
29,725
     
1,001,138
 
Enerpac Tool Group Corp.
   
48,683
     
1,012,606
 
Moog, Inc. – Class A
   
12,626
     
761,222
 
REV Group, Inc.
   
93,605
     
725,439
 
Ryder System, Inc.
   
27,216
     
1,113,134
 
Steelcase, Inc.
   
57,587
     
601,784
 
Terex Corp. (a)
   
52,221
     
1,021,965
 
TriMas Corp. (a)
   
26,220
     
662,842
 
TrueBlue, Inc. (a)
   
2,600
     
43,992
 
             
6,944,122
 
                 
Technology – 11.59%
               
Avnet, Inc. (a)
   
34,962
     
961,805
 
Celestica, Inc. (a)(b)
   
139,695
     
1,110,575
 
Insight Enterprises, Inc. (a)
   
2,372
     
141,858
 
Plantronics, Inc.
   
19,329
     
238,906
 
ScanSource, Inc. (a)
   
36,731
     
906,888
 
Super Micro Computer, Inc. (a)
   
19,875
     
544,376
 
             
3,904,408
 
Total Common Stocks
               
  (Cost $38,049,406)
           
32,852,914
 
                 
REIT – 1.23%
               
Financial Services – 1.23%
               
DiamondRock Hospitality Co. (a)
   
77,711
     
411,868
 
Total REIT
               
  (Cost $543,578)
           
411,868
 


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

19

Pzena Small Cap Value Fund
Schedule of Investments (Continued)
August 31, 2020 (Unaudited)

   
Shares
   
Fair Value
 
SHORT-TERM INVESTMENT – 0.62%
           
Money Market Fund – 0.62%
           
Fidelity Institutional Government
           
  Portfolio – Class I, 0.01% (c)
   
209,729
   
$
209,729
 
Total Short-Term Investment
               
  (Cost $209,729)
           
209,729
 
Total Investments
               
  (Cost $38,802,713) – 99.41%
           
33,474,511
 
Other Assets in Excess
               
  of Liabilities – 0.59%
           
199,788
 
TOTAL NET ASSETS – 100.00%
         
$
33,674,299
 

Percentages are stated as a percent of net assets.

PLC
 
Public Limited Company
REIT
 
Real Estate Investment Trust
(a)
 
Non-income producing security.
(b)
 
Foreign issued security.
(c)
 
The rate listed is the 7-day annualized yield as of August 31, 2020.

Note: For presentation purposes, the Fund has grouped some of the industry categories. For purposes of categorizing securities for compliance with Section 8(b)(1) of the Investment Company Act of 1940, as amended, the Fund uses more specific industry classifications.


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

20

Pzena International Small Cap Value Fund
Portfolio Allocation
August 31, 2020 (Unaudited)


 

 
 
The portfolio’s holdings and allocations are subject to change. The percentages are of total investments as of August 31, 2020.
 
Note: For presentation purposes, the Fund has grouped some of the industry categories. For purposes of categorizing securities for compliance with Section 8(b)(1) of the Investment Company Act of 1940, as amended, the Fund uses more specific industry classifications.
 


21

Pzena International Small Cap Value Fund
Schedule of Investments
August 31, 2020 (Unaudited)

   
Shares
   
Fair Value
 
COMMON STOCKS – 98.55%
           
Australia – 1.50%
           
OFX Group, Ltd.
   
240,912
   
$
34,248
 
                 
Austria – 2.85%
               
Vienna Insurance Group AG Wiener
               
  Versicherung Gruppe
   
2,662
     
65,122
 
                 
Belgium – 1.12%
               
Orange Belgium S.A.
   
1,521
     
25,629
 
                 
Canada – 8.73%
               
Celestica, Inc. (a)
   
10,633
     
84,699
 
Linamar Corp.
   
2,080
     
65,222
 
Transcontinental, Inc. – Class A (a)
   
4,199
     
49,383
 
             
199,304
 
                 
France – 9.90%
               
Europcar Mobility Group (a)
   
19,248
     
29,768
 
Ipsos
   
2,113
     
55,726
 
Rexel S.A. (a)
   
7,925
     
106,016
 
SCOR SE
   
1,285
     
34,380
 
             
225,890
 
                 
Germany – 9.26%
               
Bertrandt AG
   
630
     
25,712
 
Deutsche Pfandbriefbank AG (a)
   
4,911
     
35,749
 
SAF-Holland S.A. (a)
   
3,520
     
29,068
 
Salzgitter AG
   
6,097
     
98,260
 
Siltronic AG
   
243
     
22,601
 
             
211,390
 
                 
Hong Kong – 5.40%
               
Pacific Basin Shipping, Ltd.
   
513,000
     
74,797
 
Yue Yuen Industrial (Holdings), Ltd.
   
28,000
     
48,484
 
             
123,281
 
                 
Israel – 1.56%
               
Ituran Location and Control, Ltd.
   
2,459
     
35,656
 
                 
Italy – 8.13%
               
Anima Holding S.p.A.
   
11,629
     
51,152
 
BPER Banca (a)
   
5,624
     
15,443
 
Danieli & C Officine Meccaniche S.p.A.
   
7,951
     
69,265
 
Maire Tecnimont S.p.A. (a)
   
27,535
     
49,715
 
             
185,575
 
                 
Japan – 18.73%
               
DIC Corp.
   
1,600
     
38,114
 
Foster Electric Co., Ltd.
   
6,734
     
73,943
 
Fukuoka Financial Group, Inc.
   
2,800
     
46,396
 
Hitachi Metals, Ltd.
   
4,400
     
66,093
 
Open House Co., Ltd.
   
800
     
28,438
 
Persol Holdings Co., Ltd.
   
1,700
     
26,564
 
Tsubakimoto Chain Co.
   
1,600
     
37,570
 
Ube Industries, Ltd.
   
2,400
     
42,940
 
Zeon Corp.
   
6,400
     
67,435
 
             
427,493
 
                 
Netherlands – 5.42%
               
Flow Traders
   
1,113
     
43,830
 
Koninklijke BAM Groep N.V. (a)
   
20,891
     
32,185
 
PostNL N.V.
   
15,990
     
47,647
 
             
123,662
 
                 
Norway – 2.78%
               
Subsea 7 S.A.
   
7,824
     
63,321
 
                 
Republic of Korea – 5.41%
               
DB Insurance Co., Ltd.
   
1,912
     
70,258
 
Hankook Tire & Technology Co., Ltd.
   
2,139
     
53,119
 
             
123,377
 
                 
Spain – 2.44%
               
Unicaja Banco S.A. (a)
   
77,294
     
55,620
 
                 
United Kingdom – 15.32%
               
Balfour Beatty PLC
   
12,593
     
37,539
 
Capita PLC
   
72,105
     
29,832
 
Drax Group PLC
   
25,660
     
96,112
 
John Wood Group PLC
   
25,219
     
83,537
 
Northgate PLC
   
20,071
     
50,387
 
TechnipFMC PLC
   
3,515
     
27,065
 
Travis Perkins PLC
   
1,527
     
25,097
 
             
349,569
 
Total Common Stocks
               
  (Cost $2,724,855)
           
2,249,137
 


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

22

Pzena International Small Cap Value Fund
Schedule of Investments (Continued)
August 31, 2020 (Unaudited)

   
Shares
   
Fair Value
 
SHORT-TERM INVESTMENT – 2.50%
           
Money Market Fund – 2.50%
           
Fidelity Institutional Government
           
  Portfolio – Class I, 0.01% (b)
   
57,023
   
$
57,023
 
Total Short-Term Investment
               
  (Cost $57,023)
           
57,023
 
Total Investments
               
  (Cost $2,781,878) – 101.05%
           
2,306,160
 
Liabilities in Excess
               
  of Other Assets – (1.05)%
           
(23,863
)
TOTAL NET ASSETS – 100.00%
         
$
2,282,297
 

Percentages are stated as a percent of net assets.

AG
 
Aktiengesellschaft
PLC
 
Public Limited Company
S.A.
 
Société Anonyme
S.p.A
 
Società per azioni
(a)
 
Non-income producing security.
(b)
 
The rate listed is the 7-day annualized yield as of August 31, 2020.


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

23

Pzena International Small Cap Value Fund
Portfolio Diversification
August 31, 2020 (Unaudited)

   
Fair
   
% of
 
   
Value
   
Net Assets
 
COMMON STOCKS
           
Communication Services
 
$
81,355
     
3.57
%
Consumer Discretionary
   
269,836
     
11.82
%
Energy
   
173,924
     
7.62
%
Financials
   
452,198
     
19.81
%
Industrials
   
661,644
     
28.99
%
Information Technology
   
172,787
     
7.57
%
Materials
   
312,843
     
13.71
%
Real Estate
   
28,438
     
1.25
%
Utilities
   
96,112
     
4.21
%
Total Common Stocks
   
2,249,137
     
98.55
%
Short-Term Investment
   
57,023
     
2.50
%
Total Investments
   
2,306,160
     
101.05
%
Liabilities in Excess
               
  of Other Assets
   
(23,863
)
   
(1.05
)%
Total Net Assets
 
$
2,282,297
     
100.00
%

Note: For presentation purposes, the Fund has grouped some of the industry categories. For purposes of categorizing securities for compliance with Section 8(b)(1) of the Investment Company Act of 1940, as amended, the Fund uses more specific industry classifications.
 
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by Pzena Investment Management, LLC.
 


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

24

Pzena Funds
Statements of Assets and Liabilities
August 31, 2020 (Unaudited)

         
PZENA
 
   
PZENA
   
EMERGING
 
   
MID CAP
   
MARKETS
 
   
VALUE FUND
   
VALUE FUND
 
ASSETS:
           
Investments in securities, at value (cost $85,814,582 and $323,304,161, respectively)
 
$
84,426,805
   
$
282,901,756
 
Foreign currency, at value (cost $0 and $695,110, respectively)
   
     
699,317
 
Receivables:
               
Fund shares sold
   
7,034
     
445,328
 
Securities sold
   
     
316,019
 
Dividends and interest
   
243,728
     
514,297
 
Dividend tax reclaim
   
     
63,829
 
Spot receivable
   
     
980
 
Prepaid expenses
   
18,222
     
27,046
 
Total assets
   
84,695,789
     
284,968,572
 
LIABILITIES:
               
Payables:
               
Due to custodian
   
     
10,448
 
Fund shares redeemed
   
     
12,404
 
Due to Adviser (Note 4)
   
48,998
     
207,518
 
Administration fees
   
25,970
     
76,909
 
Transfer agent fees and expenses
   
12,961
     
19,214
 
Audit fees
   
11,343
     
11,343
 
12b-1 distribution fees – Investor Class
   
5,247
     
12,295
 
Shareholder reporting
   
3,714
     
17,314
 
Chief Compliance Officer fee
   
2,685
     
2,685
 
Miscellaneous
   
1,919
     
1,282
 
Trustee fees and expenses
   
1,370
     
1,615
 
Custody fees
   
1,039
     
48,922
 
Fund accounting fees
   
636
     
1,922
 
Shareholder servicing fees – Investor Class
   
493
     
1,240
 
Legal fees
   
338
     
 
Total liabilities
   
116,713
     
425,111
 
NET ASSETS
 
$
84,579,076
   
$
284,543,461
 
NET ASSETS CONSIST OF:
               
Paid-in capital
 
$
85,846,922
   
$
335,094,749
 
Total distributable earnings
   
(1,267,846
)
   
(50,551,288
)
Net assets
 
$
84,579,076
   
$
284,543,461
 
CALCULATION OF NET ASSET VALUE PER SHARE
               
Investor Class:
               
Net assets
 
$
5,836,493
   
$
14,571,014
 
Shares outstanding [unlimited number of shares (par value $0.01) authorized]
   
567,277
     
1,626,323
 
Net asset value, offering and redemption price per share
 
$
10.29
   
$
8.96
 
Institutional Class:
               
Net assets
 
$
78,742,583
   
$
269,972,447
 
Shares outstanding [unlimited number of shares (par value $0.01)
   
7,733,767
     
30,037,545
 
Net asset value, offering and redemption price per share
 
$
10.18
   
$
8.99
 


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

25

Pzena Funds
Statements of Assets and Liabilities (Continued)
August 31, 2020 (Unaudited)

         
PZENA
 
   
PZENA
   
INTERNATIONAL
 
   
SMALL CAP
   
SMALL CAP
 
   
VALUE FUND
   
VALUE FUND
 
ASSETS:
           
Investments in securities, at value (cost $38,802,713 and $2,781,878, respectively)
 
$
33,474,511
   
$
2,306,160
 
Foreign currency, at value (cost $0 and $4,462, respectively)
   
     
4,516
 
Receivables:
               
Fund shares sold
   
84,452
     
2,409
 
Securities sold
   
425,729
     
 
Dividends and interest
   
70,114
     
3,045
 
Dividend tax reclaim
   
     
2,721
 
Due from Adviser (Note 4)
   
     
10,165
 
Prepaid expenses
   
22,900
     
20,871
 
Total assets
   
34,077,706
     
2,349,887
 
LIABILITIES:
               
Payables:
               
Securities purchased
   
42,350
     
 
Fund shares redeemed
   
276,194
     
 
Due to Adviser (Note 4)
   
18,524
     
 
Administration fees
   
28,536
     
33,797
 
Transfer agent fees and expenses
   
13,213
     
11,559
 
Audit fees
   
11,343
     
11,343
 
12b-1 distribution fees – Investor Class
   
1,312
     
789
 
Shareholder reporting
   
3,198
     
1,597
 
Chief Compliance Officer fee
   
2,684
     
2,684
 
Miscellaneous
   
2,178
     
1,843
 
Trustee fees and expenses
   
1,351
     
1,339
 
Custody fees
   
1,501
     
2,320
 
Fund accounting fees
   
573
     
 
Shareholder servicing fees – Investor Class
   
51
     
 
Legal fees
   
399
     
319
 
Total liabilities
   
403,407
     
67,590
 
NET ASSETS
 
$
33,674,299
   
$
2,282,297
 
NET ASSETS CONSIST OF:
               
Paid-in capital
 
$
40,417,404
   
$
2,975,502
 
Total distributable earnings
   
(6,743,105
)
   
(693,205
)
Net assets
 
$
33,674,299
   
$
2,282,297
 
CALCULATION OF NET ASSET VALUE PER SHARE
               
Investor Class:
               
Net assets
 
$
1,519,326
   
$
861,648
 
Shares outstanding [unlimited number of shares (par value $0.01) authorized]
   
171,314
     
120,225
 
Net asset value, offering and redemption price per share
 
$
8.87
   
$
7.17
 
Institutional Class:
               
Net assets
 
$
32,154,973
   
$
1,420,649
 
Shares outstanding (unlimited number of shares, no par value)
   
3,609,126
     
197,861
 
Net asset value, offering and redemption price per share
 
$
8.91
   
$
7.18
 


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

26

Pzena Funds
Statements of Operations
For the Six Months Ended August 31, 2020 (Unaudited)

         
PZENA
 
   
PZENA
   
EMERGING
 
   
MID CAP
   
MARKETS
 
   
VALUE FUND
   
VALUE FUND
 
INVESTMENT INCOME:
           
Dividends (net of foreign taxes withheld and issuance fees of $2,097 and $680,409, respectively)
 
$
969,741
   
$
5,428,704
 
Interest income
   
1,021
     
7,353
 
Total investment income
   
970,762
     
5,436,057
 
                 
EXPENSES:
               
Investment advisory fees (Note 4)
   
249,166
     
1,296,745
 
Administration fees (Note 4)
   
33,432
     
116,428
 
Transfer agent fees and expenses (Note 4)
   
19,203
     
32,200
 
Federal and state registration fees
   
16,906
     
23,308
 
Audit fees
   
11,343
     
11,343
 
Trustee fees and expenses
   
6,543
     
7,709
 
12b-1 distribution fees – Investor Class (Note 5)
   
5,775
     
14,166
 
Chief Compliance Officer fees (Note 4)
   
5,601
     
5,601
 
Custody fees (Note 4)
   
5,246
     
135,065
 
Reports to shareholders
   
3,372
     
12,432
 
Legal fees
   
2,908
     
3,461
 
Shareholder servicing fees – Investor Class (Note 6)
   
2,151
     
5,628
 
Insurance expense
   
1,278
     
2,688
 
Fund accounting fees (Note 4)
   
790
     
2,027
 
Other expenses
   
4,052
     
7,362
 
Total expenses before advisory fee waiver
   
367,766
     
1,676,163
 
Advisory fee waiver (Note 4)
   
(79,528
)
   
(255,884
)
Net expenses
   
288,238
     
1,420,279
 
NET INVESTMENT INCOME
   
682,524
     
4,015,778
 
                 
REALIZED AND UNREALIZED GAIN/(LOSS):
               
Net realized loss on transactions from:
               
  Investments
   
(2,799,842
)
   
(14,794,233
)
  Foreign currency
   
(12
)
   
(142,368
)
Net change in unrealized appreciation from:
               
  Investments
   
8,916,792
     
8,251,555
 
  Foreign currency
   
     
43,498
 
Net gain/(loss) on investments and foreign currency
   
6,116,938
     
(6,641,548
)
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
 
$
6,799,462
   
$
(2,625,770
)


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

27

Pzena Funds
Statements of Operations (Continued)
For the Six Months Ended August 31, 2020 (Unaudited)

         
PZENA
 
   
PZENA
   
INTERNATIONAL
 
   
SMALL CAP
   
SMALL CAP
 
   
VALUE FUND
   
VALUE FUND
 
INVESTMENT INCOME:
           
Dividends (net of foreign taxes withheld and issuance fees of $0 and $2,949, respectively)
 
$
327,556
   
$
24,638
 
Interest income
   
850
     
89
 
Total investment income
   
328,406
     
24,727
 
                 
EXPENSES:
               
Investment advisory fees (Note 4)
   
137,588
     
9,884
 
Administration fees (Note 4)
   
30,494
     
29,093
 
Transfer agent fees and expenses (Note 4)
   
20,019
     
16,406
 
Federal and state registration fees
   
17,087
     
14,003
 
Audit fees
   
11,343
     
11,343
 
Trustee fees and expenses
   
6,639
     
6,522
 
12b-1 distribution fees – Investor Class (Note 5)
   
1,532
     
924
 
Chief Compliance Officer fees (Note 4)
   
5,601
     
5,601
 
Custody fees (Note 4)
   
4,056
     
9,212
 
Reports to shareholders
   
2,751
     
1,808
 
Legal fees
   
2,843
     
2,928
 
Shareholder servicing fees – Investor Class (Note 6)
   
38
     
 
Insurance expense
   
1,086
     
857
 
Fund accounting fees (Note 4)
   
812
     
1,623
 
Other expenses
   
3,401
     
3,739
 
Total expenses before advisory fee waiver and expense reimbursement
   
245,290
     
113,943
 
Advisory fee waiver and expense reimbursement (Note 4)
   
(84,408
)
   
(101,481
)
Net expenses
   
160,882
     
12,462
 
NET INVESTMENT INCOME
   
167,524
     
12,265
 
                 
REALIZED AND UNREALIZED GAIN/(LOSS):
               
Net realized loss on transactions from:
               
  Investments
   
(1,725,811
)
   
(234,385
)
  Foreign currency
   
     
(312
)
Net change in unrealized appreciation/(depreciation) from:
               
  Investments
   
(258,679
)
   
152,551
 
  Foreign currency
   
     
247
 
Net loss on investments and foreign currency
   
(1,984,490
)
   
(81,899
)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
 
$
(1,816,966
)
 
$
(69,634
)


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

28

Pzena Mid Cap Value Fund
Statements of Changes in Net Assets

   
Six Months Ended
   
Year Ended
 
   
August 31, 2020
   
February 29,
 
   
(Unaudited)
   
2020
 
INCREASE/(DECREASE) IN NET ASSETS FROM:
           
OPERATIONS:
           
Net investment income
 
$
682,524
   
$
693,495
 
Net realized gain/(loss) from:
               
  Investments
   
(2,799,842
)
   
2,002,490
 
  Foreign currency
   
(12
)
   
(31
)
Change in unrealized appreciation/(depreciation) on investments
   
8,916,792
     
(5,430,045
)
Net increase/(decrease) in net assets resulting from operations
   
6,799,462
     
(2,734,091
)
                 
DISTRIBUTIONS:
               
Net dividends and distributions to shareholders – Investor Class
   
     
(76,081
)
Net dividends and distributions to shareholders – Institutional Class
   
     
(665,359
)
Net decrease in net assets resulting from distributions paid
   
     
(741,440
)
                 
CAPITAL SHARE TRANSACTIONS:
               
Proceeds from shares subscribed – Investor Class
   
2,554,541
     
658,380
 
Proceeds from shares subscribed – Institutional Class
   
34,097,788
     
25,734,478
 
Net asset value of shares issued to shareholders
               
  in payment of distributions declared – Investor Class
   
     
76,036
 
Net asset value of shares issued to shareholders
               
  in payment of distributions declared – Institutional Class
   
     
665,359
 
Payments for shares redeemed – Investor Class
   
(567,117
)
   
(6,518,926
)(1)
Payments for shares redeemed – Institutional Class
   
(13,559,884
)
   
(4,733,502
)(2)
Net increase in net assets derived from capital share transactions
   
22,525,328
     
15,881,825
 
                 
TOTAL INCREASE IN NET ASSETS
   
29,324,790
     
12,406,294
 
                 
NET ASSETS:
               
Beginning of period
   
55,254,286
     
42,847,992
 
End of period
 
$
84,579,076
   
$
55,254,286
 
                 
CHANGES IN SHARES OUTSTANDING:
               
Shares sold – Investor Class
   
318,377
     
55,595
 
Shares sold – Institutional Class
   
4,257,964
     
2,215,532
 
Shares issued in reinvestments of dividends and distributions – Investor Class
   
     
6,092
 
Shares issued in reinvestments of dividends and distributions – Institutional Class
   
     
54,050
 
Shares redeemed – Investor Class
   
(62,965
)
   
(519,675
)
Shares redeemed – Institutional Class
   
(1,360,825
)
   
(397,990
)
Net increase in shares outstanding
   
3,152,551
     
1,413,604
 

(1)
Net of redemption fees of $99.
(2)
Net of redemption fees of $3.


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

29

Pzena Emerging Markets Value Fund
Statements of Changes in Net Assets

   
Six Months Ended
   
Year Ended
 
   
August 31, 2020
   
February 29,
 
   
(Unaudited)
   
2020
 
INCREASE/(DECREASE) IN NET ASSETS FROM:
           
OPERATIONS:
           
Net investment income
 
$
4,015,778
   
$
6,009,156
 
Net realized gain/(loss) from:
               
  Investments
   
(14,794,233
)
   
10,013,385
 
  Foreign currency
   
(142,368
)
   
(199,963
)
Change in unrealized appreciation/(depreciation) on:
               
  Investments
   
8,251,555
     
(55,054,552
)
  Foreign currency
   
43,498
     
(60,961
)
Net decrease in net assets resulting from operations
   
(2,625,770
)
   
(39,292,935
)
                 
DISTRIBUTIONS:
               
Net dividends and distributions to shareholders – Investor Class
   
     
(564,052
)
Net dividends and distributions to shareholders – Institutional Class
   
     
(12,725,473
)
Net decrease in net assets resulting from distributions paid
   
     
(13,289,525
)
                 
CAPITAL SHARE TRANSACTIONS:
               
Proceeds from shares subscribed – Investor Class
   
6,584,923
     
9,107,546
 
Proceeds from shares subscribed – Institutional Class
   
48,244,096
     
101,445,340
 
Net asset value of shares issued to shareholders
               
  in payment of distributions declared – Investor Class
   
     
563,923
 
Net asset value of shares issued to shareholders
               
  in payment of distributions declared – Institutional Class
   
     
10,253,444
 
Payments for shares redeemed – Investor Class
   
(2,953,643
)(1)
   
(9,803,871
)(3)
Payments for shares redeemed – Institutional Class
   
(75,188,936
)(2)
   
(59,847,325
)(4)
Net increase/(decrease) in net assets derived from capital share transactions
   
(23,313,560
)
   
51,719,057
 
                 
TOTAL DECREASE IN NET ASSETS
   
(25,939,330
)
   
(863,403
)
                 
NET ASSETS:
               
Beginning of period
   
310,482,791
     
311,346,194
 
End of period
 
$
284,543,461
   
$
310,482,791
 
                 
CHANGES IN SHARES OUTSTANDING:
               
Shares sold – Investor Class
   
807,507
     
899,728
 
Shares sold – Institutional Class
   
6,371,904
     
10,035,805
 
Shares issued in reinvestments of dividends and distributions – Investor Class
   
     
56,619
 
Shares issued in reinvestments of dividends and distributions – Institutional Class
   
     
1,028,430
 
Shares redeemed – Investor Class
   
(359,718
)
   
(990,863
)
Shares redeemed – Institutional Class
   
(9,746,496
)
   
(5,893,226
)
Net increase/(decrease) in shares outstanding
   
(2,926,803
)
   
5,136,493
 

(1)
Net of redemption fees of $1,113.
(2)
Net of redemption fees of $6,062.
(3)
Net of redemption fees of $842.
(4)
Net of redemption fees of $11,385.


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

30

Pzena Small Cap Value Fund
Statements of Changes in Net Assets

   
Six Months Ended
   
Year Ended
 
   
August 31, 2020
   
February 29,
 
   
(Unaudited)
   
2020
 
INCREASE/(DECREASE) IN NET ASSETS FROM:
           
OPERATIONS:
           
Net investment income
 
$
167,524
   
$
238,197
 
Net realized gain/(loss) on investments from investments
   
(1,725,811
)
   
275,065
 
Net change in unrealized depreciation on investments
   
(258,679
)
   
(5,143,249
)
Net decrease in net assets resulting from operations
   
(1,816,966
)
   
(4,629,987
)
                 
DISTRIBUTIONS:
               
Net dividends and distributions to shareholders – Institutional Class
   
     
(217,287
)
Net decrease in net assets resulting from distributions paid
   
     
(217,287
)
                 
CAPITAL SHARE TRANSACTIONS:
               
Proceeds from shares subscribed – Investor Class
   
424,078
     
542,686
 
Proceeds from shares subscribed – Institutional Class
   
10,190,042
     
18,084,168
 
Net asset value of shares issued to shareholders
               
  in payment of distributions declared – Institutional Class
   
     
197,544
 
Payments for shares redeemed – Investor Class
   
(140,243
)
   
(4,625,248
)
Payments for shares redeemed – Institutional Class
   
(6,885,328
)(1)
   
(3,671,403
)(2)
Net increase in net assets derived from capital share transactions
   
3,588,549
     
10,527,747
 
                 
TOTAL INCREASE IN NET ASSETS
   
1,771,583
     
5,680,473
 
                 
NET ASSETS:
               
Beginning of period
   
31,902,716
     
26,222,243
 
End of period
 
$
33,674,299
   
$
31,902,716
 
                 
CHANGES IN SHARES OUTSTANDING:
               
Shares sold – Investor Class
   
54,548
     
52,040
 
Shares sold – Institutional Class
   
1,369,212
     
1,691,478
 
Shares issued in reinvestments of dividends and distributions – Institutional Class
   
     
17,374
 
Shares redeemed – Investor Class
   
(20,100
)
   
(478,179
)
Shares redeemed – Institutional Class
   
(946,086
)
   
(351,050
)
Net increase in shares outstanding
   
457,574
     
931,663
 

(1)
Net of redemption fees of $1,318.
(2)
Net of redemption fees of $1.


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

31

Pzena International Small Cap Value Fund
Statements of Changes in Net Assets

   
Six Months Ended
   
Year Ended
 
   
August 31, 2020
   
February 29,
 
   
(Unaudited)
   
2020
 
INCREASE/DECREASE) IN NET ASSETS FROM:
           
OPERATIONS:
           
Net investment income
 
$
12,265
   
$
43,574
 
Net realized gain/(loss) from:
               
  Investments
   
(234,385
)
   
3,003
 
  Foreign currency
   
(312
)
   
34
 
Change in unrealized appreciation/(depreciation) on:
               
  Investments
   
152,551
     
(444,146
)
  Foreign currency
   
247
     
(8
)
Net decrease in net assets resulting from operations
   
(69,634
)
   
(397,543
)
                 
DISTRIBUTIONS:
               
Net dividends and distributions to shareholders – Investor Class
   
     
(19,016
)
Net dividends and distributions to shareholders – Institutional Class
   
     
(23,450
)
Net decrease in net assets resulting from distributions paid
   
     
(42,466
)
                 
CAPITAL SHARE TRANSACTIONS:
               
Proceeds from shares subscribed – Investor Class
   
60,450
     
42,900
 
Proceeds from shares subscribed – Institutional Class
   
52,515
     
667,197
 
Net asset value of shares issued to shareholders
               
  in payment of distributions declared – Investor Class
   
     
19,016
 
Net asset value of shares issued to shareholders
               
  in payment of distributions declared – Institutional Class
   
     
23,450
 
Payments for shares redeemed – Institutional Class
   
(3,787
)
   
(388
)
Net increase in net assets derived from capital share transactions
   
109,178
     
752,175
 
                 
TOTAL INCREASE IN NET ASSETS
   
39,544
     
312,166
 
                 
NET ASSETS:
               
Beginning of period
   
2,242,753
     
1,930,587
 
End of period
 
$
2,282,297
   
$
2,242,753
 
                 
CHANGES IN SHARES OUTSTANDING:
               
Shares sold – Investor Class
   
10,839
     
5,195
 
Shares sold – Institutional Class
   
8,251
     
76,648
 
Shares issued in reinvestments of dividends and distributions – Investor Class
   
     
2,186
 
Shares issued in reinvestments of dividends and distributions – Institutional Class
   
     
2,695
 
Shares redeemed – Institutional Class
   
(565
)
   
(45
)
Net increase in shares outstanding
   
18,525
     
86,679
 


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

32

Pzena Mid Cap Value Fund – Investor Class
Financial Highlights


For a share outstanding throughout each period

   
Six Months
                               
   
Ended
                               
   
August 31,
   
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
 
   
2020
   
February 29,
   
February 28,
   
February 28,
   
February 28,
   
February 29,
 
   
(Unaudited)
   
2020
   
2019
   
2018
   
2017
   
2016
 
PER SHARE DATA:
                                   
Net asset value, beginning of period
 
$
10.86
   
$
11.59
   
$
12.92
   
$
12.26
   
$
8.70
   
$
10.51
 
                                                 
Income from investment operations:
                                               
Net investment income
   
0.09
(1) 
   
0.12
(1) 
   
0.11
(1) 
   
0.05
     
0.05
     
0.07
 
Net realized and unrealized
                                               
  gain/(loss) on investments
   
(0.66
)
   
(0.74
)
   
(1.18
)
   
0.94
     
3.58
     
(1.55
)
Total from investment operations
   
(0.57
)
   
(0.62
)
   
(1.07
)
   
0.99
     
3.63
     
(1.48
)
                                                 
Less distributions:
                                               
Dividends from net investment income
     
(0.06
)
   
     
(0.05
)
   
(0.07
)
   
(0.05
)
Dividends from net realized
                                               
  gain on investments
   
     
(0.05
)
   
(0.26
)
   
(0.28
)
   
     
(0.28
)
Total distributions
   
     
(0.11
)
   
(0.26
)
   
(0.33
)
   
(0.07
)
   
(0.33
)
                                                 
Redemption fees retained
   
     
0.00
(1)(2) 
   
0.00
(1)(2) 
   
0.00
(1)(2) 
   
     
 
                                                 
Net asset value, end of period
 
$
10.29
   
$
10.86
   
$
11.59
   
$
12.92
   
$
12.26
   
$
8.70
 
                                                 
TOTAL RETURN
   
-5.25
%(3)
   
-5.49
%
   
-8.12
%
   
8.09
%
   
41.73
%
   
-14.44
%
                                                 
SUPPLEMENTAL DATA AND RATIOS:
                                         
Net assets, end of period (thousands)
 
$
5,836
   
$
3,387
   
$
8,920
   
$
8,593
   
$
2,741
   
$
1,053
 
Ratio of expenses to average net assets:
                                         
Before fee waivers and
                                               
  expense reimbursement
   
1.50
%(4)
   
1.56
%
   
1.66
%
   
3.63
%
   
6.90
%
   
8.51
%
After fee waivers and
                                               
  expense reimbursement
   
1.24
%(4)
   
1.23
%
   
1.24
%
   
1.22
%
   
1.35
%
   
1.17
%
Ratio of net investment income/(loss)
                                         
  to average net assets:
                                               
Before fee waivers and
                                               
  expense reimbursement
   
1.62
%(4)
   
0.69
%
   
0.48
%
   
(2.09
)%
   
(5.04
)%
   
(6.64
)%
After fee waivers and
                                               
  expense reimbursement
   
1.88
%(4)
   
1.02
%
   
0.90
%
   
0.32
%
   
0.51
%
   
0.70
%
Portfolio turnover rate(5)
   
31
%(3)
   
32
%
   
34
%
   
16
%
   
26
%
   
43
%

(1)
Based on average shares outstanding.
(2)
Amount is less than $0.01 per share.
(3)
Not annualized.
(4)
Annualized.
(5)
Portfolio turnover is calculated on the basis of the Fund as a whole.


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

33

Pzena Mid Cap Value Fund – Institutional Class
Financial Highlights


For a share outstanding throughout each period

   
Six Months
                               
   
Ended
                               
   
August 31,
   
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
 
   
2020
   
February 29,
   
February 28,
   
February 28,
   
February 28,
   
February 29,
 
   
(Unaudited)
   
2020
   
2019
   
2018
   
2017
   
2016
 
PER SHARE DATA:
                                   
Net asset value, beginning of period
 
$
10.72
   
$
11.44
   
$
12.93
   
$
12.27
   
$
8.70
   
$
10.52
 
                                                 
Income from investment operations:
                                               
Net investment income
   
0.10
(1) 
   
0.16
(1) 
   
0.15
(1) 
   
0.09
     
0.09
     
0.08
 
Net realized and unrealized
                                               
  gain/(loss) on investments
   
(0.64
)
   
(0.73
)
   
(1.20
)
   
0.94
     
3.58
     
(1.55
)
Total from investment operations
   
(0.54
)
   
(0.57
)
   
(1.05
)
   
1.03
     
3.67
     
(1.47
)
                                                 
Less distributions:
                                               
Dividends from net investment income
     
(0.10
)
   
(0.18
)
   
(0.09
)
   
(0.10
)
   
(0.07
)
Dividends from net realized
                                               
  gain on investments
   
     
(0.05
)
   
(0.26
)
   
(0.28
)
   
     
(0.28
)
Total distributions
   
     
(0.15
)
   
(0.44
)
   
(0.37
)
   
(0.10
)
   
(0.35
)
                                                 
Redemption fees retained
   
     
0.00
(1)(2) 
   
0.00
(1)(2) 
   
     
     
 
                                                 
Net asset value, end of period
 
$
10.18
   
$
10.72
   
$
11.44
   
$
12.93
   
$
12.27
   
$
8.70
 
                                                 
TOTAL RETURN
   
-5.04
%(3)
   
-5.17
%
   
-7.82
%
   
8.36
%
   
42.21
%
   
-14.31
%
                                                 
SUPPLEMENTAL DATA AND RATIOS:
                                         
Net assets, end of period (thousands)
 
$
78,743
   
$
51,867
   
$
33,928
   
$
33,137
   
$
2,757
   
$
1,528
 
Ratio of expenses to average net assets:
                                         
Before fee waivers and
                                               
  expense reimbursement
   
1.16
%(4)
   
1.23
%
   
1.32
%
   
2.83
%
   
6.64
%
   
8.25
%
After fee waivers and
                                               
  expense reimbursement
   
0.90
%(4)
   
0.90
%
   
0.90
%
   
0.93
%(3)
   
1.00
%
   
1.00
%
Ratio of net investment income/(loss)
                                         
  to average net assets:
                                               
Before fee waivers and
                                               
  expense reimbursement
   
1.96
%(4)
   
1.02
%
   
0.82
%
   
(1.27
)%
   
(4.77
)%
   
(6.39
)%
After fee waivers and
                                               
  expense reimbursement
   
2.22
%(4)
   
1.35
%
   
1.24
%
   
0.63
%
   
0.87
%
   
0.86
%
Portfolio turnover rate(5)
   
31
%(3)
   
32
%
   
34
%
   
16
%
   
26
%
   
43
%

(1)
Based on average shares outstanding.
(2)
Amount is less than $0.01 per share.
(3)
Not annualized.
(4)
Annualized.
(5)
Portfolio turnover is calculated on the basis of the Fund as a whole.


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

34

Pzena Emerging Markets Value Fund – Investor Class
Financial Highlights


For a share outstanding throughout each period

   
Six Months
                               
   
Ended
                               
   
August 31,
   
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
 
   
2020
   
February 29,
   
February 28,
   
February 28,
   
February 28,
   
February 29,
 
   
(Unaudited)
   
2020
   
2019
   
2018
   
2017
   
2016
 
PER SHARE DATA:
                                   
Net asset value, beginning of period
 
$
8.96
   
$
10.56
   
$
11.46
   
$
9.47
   
$
6.74
   
$
9.04
 
                                                 
Income from investment operations:
                                               
Net investment income
   
0.11
(1) 
   
0.16
(1) 
   
0.13
(1) 
   
0.07
     
0.03
     
0.13
 
Net realized and unrealized
                                               
  gain/(loss) on investments
   
(0.11
)
   
(1.37
)
   
(0.93
)
   
2.06
     
2.76
     
(2.29
)
Total from investment operations
 
     
(1.21
)
   
(0.80
)
   
2.13
     
2.79
     
(2.16
)
                                                 
Less distributions:
                                               
Dividends from net investment income
     
(0.14
)
   
(0.10
)
   
(0.14
)
   
(0.06
)
   
(0.14
)
Dividends from net realized
                                               
  gain on investments
   
     
(0.25
)
   
     
     
     
 
Total distributions
   
     
(0.39
)
   
(0.10
)
   
(0.14
)
   
(0.06
)
   
(0.14
)
                                                 
Redemption fees retained
   
0.00
(1)(2) 
   
0.00
(1)(2) 
   
0.00
(1)(2) 
   
0.00
(1)(2) 
   
0.00
(1)(2) 
   
 
                                                 
Net asset value, end of period
 
$
8.96
   
$
8.96
   
$
10.56
   
$
11.46
   
$
9.47
   
$
6.74
 
                                                 
TOTAL RETURN
   
0.00
%(3)
   
-11.85
%
   
-6.95
%
   
22.56
%
   
41.63
%
   
-24.02
%
                                                 
SUPPLEMENTAL DATA AND RATIOS:
                                         
Net assets, end of period (thousands)
$
14,571
   
$
10,563
   
$
12,814
   
$
11,023
   
$
2,713
   
$
811
 
Ratio of expenses to average net assets:
                                         
Before fee waivers and
                                               
  expense reimbursement
   
1.63
%(4)
   
1.58
%
   
1.60
%
   
2.03
%
   
3.19
%
   
3.26
%
After fee waivers and
                                               
  expense reimbursement
   
1.43
%(4)
   
1.56
%
   
1.59
%
   
1.57
%
   
1.60
%
   
1.55
%
Ratio of net investment income/(loss)
                                         
  to average net assets:
                                               
Before fee waivers and
                                               
  expense reimbursement
   
2.56
%(4)
   
1.55
%
   
1.25
%
   
0.42
%
   
(0.91
)%
   
(0.36
)%
After fee waivers and
                                               
  expense reimbursement
   
2.76
%(4)
   
1.57
%
   
1.26
%
   
0.88
%
   
0.68
%
   
1.35
%
Portfolio turnover rate(5)
   
22
%(3)
   
18
%
   
21
%
   
7
%
   
29
%
   
22
%

(1)
Based on average shares outstanding.
(2)
Amount is less than $0.01 per share.
(3)
Not annualized.
(4)
Annualized.
(5)
Portfolio turnover is calculated on the basis of the Fund as a whole.


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

35

Pzena Emerging Markets Value Fund – Institutional Class
Financial Highlights


For a share outstanding throughout each period

   
Six Months
                               
   
Ended
                               
   
August 31,
   
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
 
   
2020
   
February 29,
   
February 28,
   
February 28,
   
February 28,
   
February 29,
 
   
(Unaudited)
   
2020
   
2019
   
2018
   
2017
   
2016
 
PER SHARE DATA:
                                   
Net asset value, beginning of period
 
$
8.98
   
$
10.57
   
$
11.46
   
$
9.48
   
$
6.74
   
$
9.04
 
                                                 
Income from investment operations:
                                               
Net investment income
   
0.13
(1) 
   
0.20
(1) 
   
0.17
(1) 
   
0.17
     
0.10
     
0.13
 
Net realized and unrealized
                                               
  gain/(loss) on investments
   
(0.12
)
   
(1.37
)
   
(0.93
)
   
1.97
     
2.72
     
(2.27
)
Total from investment operations
   
0.01
     
(1.17
)
   
(0.76
)
   
2.14
     
2.82
     
(2.14
)
                                                 
Less distributions:
                                               
Dividends from net investment income
     
(0.17
)
   
(0.13
)
   
(0.16
)
   
(0.08
)
   
(0.16
)
Dividends from net realized
                                               
  gain on investments
   
     
(0.25
)
   
     
     
     
 
Total distributions
   
     
(0.42
)
   
(0.13
)
   
(0.16
)
   
(0.08
)
   
(0.16
)
                                                 
Redemption fees retained
   
0.00
(1)(2) 
   
0.00
(1)(2) 
   
0.00
(1)(2) 
   
     
     
 
                                                 
Net asset value, end of period
 
$
8.99
   
$
8.98
   
$
10.57
   
$
11.46
   
$
9.48
   
$
6.74
 
                                                 
TOTAL RETURN
   
0.11
%(3)
   
-11.51
%
   
-6.57
%
   
22.63
%
   
42.01
%
   
-23.78
%
                                                 
SUPPLEMENTAL DATA AND RATIOS:
                                         
Net assets, end of period (thousands)
 
$
269,972
   
$
299,920
   
$
298,532
   
$
41,223
   
$
21,821
   
$
10,302
 
Ratio of expenses to average net assets:
                                         
Before fee waivers and
                                               
  expense reimbursement
   
1.28
%(4)
   
1.23
%
   
1.26
%
   
1.75
%
   
2.88
%
   
3.02
%
After fee waivers and
                                               
  expense reimbursement
   
1.08
%(4)
   
1.21
%
   
1.25
%
   
1.25
%
   
1.25
%
   
1.40
%
Ratio of net investment income/(loss)
                                               
  to average net assets:
                                               
Before fee waivers and
                                               
  expense reimbursement
   
2.91
%(4)
   
1.90
%
   
1.59
%
   
1.10
%
   
(0.45
)%
   
(0.15
)%
After fee waivers and
                                               
  expense reimbursement
   
3.11
%(4)
   
1.92
%
   
1.60
%
   
1.60
%
   
1.18
%
   
1.47
%
Portfolio turnover rate(5)
   
22
%(3)
   
18
%
   
21
%
   
7
%
   
29
%
   
22
%

(1)
Based on average shares outstanding.
(2)
Amount is less than $0.01 per share.
(3)
Not annualized.
(4)
Annualized.
(5)
Portfolio turnover is calculated on the basis of the Fund as a whole.


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

36

Pzena Small Cap Value Fund – Investor Class
Financial Highlights


For a share outstanding throughout each period

   
Six Months
                         
   
Ended
                     
For the Period
 
   
August 31,
   
Year Ended
   
Year Ended
   
Year Ended
   
April 27, 2016(1)
 
   
2020
   
February 29,
   
February 28,
   
February 28,
   
through
 
   
(Unaudited)
   
2020
   
2019
   
2018
   
February 28, 2017
 
PER SHARE DATA:
                             
Net asset value, beginning of period
 
$
9.57
   
$
10.90
   
$
11.10
   
$
11.96
   
$
10.00
 
                                         
Income from investment operations:
                                       
Net investment income/(loss)
   
0.04
(2) 
   
0.06
(2) 
   
0.00
(2)(3) 
   
(0.03
)
   
(0.03
)
Net realized and unrealized gain/(loss) on investments
 
(0.74
)
   
(1.39
)
   
0.22
     
0.03
     
2.00
 
Total from investment operations
   
(0.70
)
   
(1.33
)
   
0.22
     
     
1.97
 
                                         
Less distributions:
                                       
Dividends from net realized gain on investments
 
     
     
(0.42
)
   
(0.86
)
   
(0.01
)
Total distributions
   
     
     
(0.42
)
   
(0.86
)
   
(0.01
)
                                         
Redemption fees retained
   
     
0.00
(2)(3) 
   
0.00
(2)(3) 
   
0.00
(2)(3) 
   
0.00
(2)(3) 
                                         
Net asset value, end of period
 
$
8.87
   
$
9.57
   
$
10.90
   
$
11.10
   
$
11.96
 
                                         
TOTAL RETURN
   
-7.31
%(4)
   
-12.20
%
   
2.40
%
   
-0.11
%
   
19.72
%(4)
                                         
SUPPLEMENTAL DATA AND RATIOS:
                                       
Net assets, end of period (thousands)
 
$
1,519
   
$
1,310
   
$
6,139
   
$
5,583
   
$
5,711
 
Ratio of expenses to average net assets:
                                       
Before fee waivers and expense reimbursement
1.93
%(5)
   
2.09
%
   
2.36
%
   
2.91
%
   
4.96
%(5)
After fee waivers and expense reimbursement
1.35
%(5)
   
1.42
%
   
1.52
%(6)
   
1.51
%
   
1.55
%(5)
Ratio of net investment income/(loss) to average net assets:
                                 
Before fee waivers and expense reimbursement
0.34
%(5)
   
(0.13
)%
   
(0.81
)%
   
(1.65
)%
   
(3.79
)%(5)
After fee waivers and expense reimbursement
0.92
%(5)
   
0.54
%
   
0.03
%
   
(0.25
)%
   
(0.38
)%(5)
Portfolio turnover rate(6)
   
24
%(4)
   
38
%
   
52
%
   
56
%
   
13
%(4)

(1)
Commencement of operations
(2)
Based on average shares outstanding.
(3)
Amount is less than $0.01 per share.
(4)
Not annualized.
(5)
Annualized.
(6)
Portfolio turnover is calculated on the basis of the Fund as a whole.


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

37

Pzena Small Cap Value Fund – Institutional Class
Financial Highlights


For a share outstanding throughout each period

   
Six Months
                         
   
Ended
                     
For the Period
 
   
August 31,
   
Year Ended
   
Year Ended
   
Year Ended
   
April 27, 2016(1)
 
   
2020
   
February 29,
   
February 28,
   
February 28,
   
through
 
   
(Unaudited)
   
2020
   
2019
   
2018
   
February 28, 2017
 
PER SHARE DATA:
                             
Net asset value, beginning of period
 
$
9.60
   
$
10.99
   
$
11.17
   
$
11.99
   
$
10.00
 
                                         
Income from investment operations:
                                       
Net investment income/(loss)
   
0.05
(2) 
   
0.09
(2) 
   
0.04
(2) 
   
0.01
     
(0.00
)(3)
Net realized and unrealized gain/(loss) on investments
 
(0.74
)
   
(1.40
)
   
0.23
     
0.03
     
2.00
 
Total from investment operations
   
(0.69
)
   
(1.31
)
   
0.27
     
0.04
     
2.00
 
                                         
Less distributions:
                                       
Dividends from net investment income
   
     
(0.08
)
   
(0.03
)
   
     
(0.01
)
Dividends from net realized gain on investments
 
     
     
(0.42
)
   
(0.86
)
   
 
Total distributions
   
     
(0.08
)
   
(0.45
)
   
(0.86
)
   
(0.01
)
                                         
Redemption fees retained(2)(3)
   
0.00
     
0.00
     
0.00
     
0.00
     
0.00
 
                                         
Net asset value, end of period
 
$
8.91
   
$
9.60
   
$
10.99
   
$
11.17
   
$
11.99
 
                                         
TOTAL RETURN
   
-7.19
%(4)
   
-12.07
%
   
2.83
%
   
0.22
%
   
20.02
%(4)
                                         
SUPPLEMENTAL DATA AND RATIOS:
                                       
Net assets, end of period (thousands)
 
$
32,155
   
$
30,593
   
$
20,083
   
$
10,355
   
$
9,114
 
Ratio of expenses to average net assets:
                                       
Before fee waivers and expense reimbursement
   
1.68
%(5)
   
1.77
%
   
2.03
%
   
2.56
%
   
4.31
%(5)
After fee waivers and expense reimbursement
   
1.10
%(5)
   
1.10
%
   
1.19
%(6)
   
1.20
%
   
1.20
%(5)
Ratio of net investment income/(loss) to average net assets:
                                 
Before fee waivers and expense reimbursement
   
0.59
%(5)
   
0.19
%
   
(0.48
)%
   
(1.27
)%
   
(3.20
)%(5)
After fee waivers and expense reimbursement
   
1.17
%(5)
   
0.86
%
   
0.36
%
   
0.09
%
   
(0.09
)%(5)
Portfolio turnover rate(6)
   
24
%(4)
   
38
%
   
52
%
   
56
%
   
13
%(4)

(1)
Commencement of operations
(2)
Based on average shares outstanding.
(3)
Amount is less than $0.01 per share.
(4)
Not annualized.
(5)
Annualized.
(6)
Portfolio turnover is calculated on the basis of the Fund as a whole.


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

38

Pzena International Small Cap Value Fund – Investor Class
Financial Highlights


For a share outstanding throughout each period

   
Six Months
                 
   
Ended
             
For the Period
 
   
August 31,
     
Year Ended
     
July 2, 2018(1)
 
   
2020
     
February 29,
     
through
 
   
(Unaudited)
     
2020
     
February 28, 2019
 
PER SHARE DATA:
                     
Net asset value, beginning of period
 
$
7.48
     
$
9.07
     
$
10.00
 
                             
Income from investment operations:
                           
Net investment income(2)
   
0.03
       
0.18
       
0.03
 
Net realized and unrealized loss on investments
   
(0.34
)
     
(1.59
)
     
(0.79
)
Total from investment operations
   
(0.31
)
     
(1.41
)
     
(0.76
)
                             
Less distributions:
                           
Dividends from net investment income
   
       
(0.18
)
     
(0.04
)
Dividends from net realized gain on investments
   
       
(0.00
)(3) 
     
(0.13
)
Total distributions
   
       
(0.18
)
     
(0.17
)
                             
Net asset value, end of period
 
$
7.17
     
$
7.48
     
$
9.07
 
                             
TOTAL RETURN
   
-4.14
%(4) 
     
-15.83
%
     
-7.48
%(4) 
                             
SUPPLEMENTAL DATA AND RATIOS:
                           
Net assets, end of period (thousands)
 
$
861
     
$
819
     
$
925
 
Ratio of expenses to average net assets:
                           
Before expense reimbursement
   
11.68
%(5) 
     
13.43
%
     
13.9
%(5) 
After expense reimbursement
   
1.42
%(5) 
     
1.42
%
     
1.44
%(5) 
Ratio of net investment income/(loss) to average net assets:
                           
Before expense reimbursement
   
(9.18
)%(5)
     
(9.91
)%
     
(12.05
)%(5)
After expense reimbursement
   
1.08
%(5) 
     
2.10
%
     
0.43
%(5) 
Portfolio turnover rate(6)
   
20
%(4) 
     
18
%
     
32
%(4) 

(1)
Commencement of operations
(2)
Based on average shares outstanding.
(3)
Amount is less than $0.01 per share.
(4)
Not annualized.
(5)
Annualized.
(6)
Portfolio turnover is calculated on the basis of the Fund as a whole.


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

39

Pzena International Small Cap Value Fund – Institutional Class
Financial Highlights


For a share outstanding throughout each period

   
Six Months
             
   
Ended
         
For the Period
 
   
August 31,
   
Year Ended
   
July 2, 2018(1)
 
   
2020
   
February 29,
   
through
 
   
(Unaudited)
   
2020
   
February 28, 2019
 
PER SHARE DATA:
                 
Net asset value, beginning of period
 
$
7.49
   
$
9.07
   
$
10.00
 
                         
Income from investment operations:
                       
Net investment income(2)
   
0.04
     
0.20
     
0.04
 
Net realized and unrealized loss on investments
   
(0.35
)
   
(1.59
)
   
(0.78
)
Total from investment operations
   
(0.31
)
   
(1.39
)
   
(0.74
)
                         
Less distributions:
                       
Dividends from net investment income
   
     
(0.19
)
   
(0.06
)
Dividends from net realized gain on investments
   
     
(0.00
)(3)
   
(0.13
)
Total distributions
   
     
(0.19
)
   
(0.19
)
                         
Net asset value, end of period
 
$
7.18
   
$
7.49
   
$
9.07
 
                         
TOTAL RETURN
   
-4.14
%(4)
   
-15.55
%
   
-7.32
%(4)
                         
SUPPLEMENTAL DATA AND RATIOS:
                       
Net assets, end of period (thousands)
 
$
1,421
   
$
1,424
   
$
1,006
 
Ratio of expenses to average net assets:
                       
Before expense reimbursement
   
11.43
%(5)
   
13.18
%
   
13.65
%(5)
After expense reimbursement
   
1.17
%(5)
   
1.17
%
   
1.17
%(5)
Ratio of net investment income/(loss) to average net assets:
                       
Before expense reimbursement
   
(8.93
)%(5)
   
(9.66
)%
   
(11.78
)%(5)
After expense reimbursement
   
1.33
%(5)
   
2.35
%
   
0.70
%(5)
Portfolio turnover rate(6)
   
20
%(4)
   
18
%
   
32
%(4)

(1)
Commencement of operations
(2)
Based on average shares outstanding.
(3)
Amount is less than $0.01 per share.
(4)
Not annualized.
(5)
Annualized.
(6)
Portfolio turnover is calculated on the basis of the Fund as a whole.


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

40

Pzena Funds
Notes to Financial Statements
August 31, 2020 (Unaudited)


NOTE 1 – ORGANIZATION
 
The Pzena Mid Cap Value Fund (the “Mid Cap Value Fund”), Pzena Emerging Markets Value Fund (the “Emerging Markets Value Fund”), Pzena Small Cap Value Fund (the “Small Cap Value Fund”), and Pzena International Small Cap Value Fund (the “International Small Cap Value 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”.
 
The primary investment objective for each Fund is to achieve long-term capital appreciation.  Currently, each Fund offers Investor Class and Institutional Class shares.  Each class of shares differs principally in its respective distribution and shareholder servicing expenses and sales charges, if any.  Each class of shares has identical rights to earnings, assets and voting privileges, except for class-specific expenses and exclusive rights to vote on matters affecting only individual classes.
 
The Mid Cap Value Fund and Emerging Markets Value Fund commenced operations on March 31, 2014. The Small Cap Value Fund commenced operations on April 27, 2016, and the International Small Cap Value Fund commenced operations on July 2, 2018.
 
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of their financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America.
 
Security Valuation – All investments in securities are recorded at their estimated fair value, as described in Note 3.
 
Federal Income Taxes – It is the policy of the Funds 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 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’ 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.
 
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.  Dividend income and distributions to shareholders are recorded on the ex-dividend date.  Withholding taxes on foreign dividends have been provided for in accordance with each Fund’s understanding of the applicable country’s tax rules and rates.  The Funds will make distributions of dividends and capital gains, if any, at least annually, typically in December.  The Funds may make any additional payment of dividends or distributions if they deem it desirable at any other time during the year.  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.
 
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 the Funds are typically allocated among the Funds in proportion to their respective net assets.  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.
 
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.
 

 
41

Pzena Funds
Notes to Financial Statements (Continued)
August 31, 2020 (Unaudited)

 
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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operation during the reporting period.  Actual results could differ from those estimates.
 
Redemption Fees – Effective April 14, 2020, the Funds do not charge a redemption fee.  Prior to April 14, 2020, the Funds charged a 1% redemption fee to shareholders who redeem shares held for 30 days or less for the Mid Cap Value Fund and the Small Cap Value Fund and 60 days for the Emerging Markets Value Fund and the International Small Cap Value Fund.  Such fees were retained by the applicable Fund and accounted for as an addition to paid-in capital. Redemption fees retained during the period March 1, 2020 through April 13, 2020 are disclosed in the statements of changes.
 
Foreign Currency – Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated to U.S. dollar amounts on the respective dates of such transactions.
 
The Funds do not isolate those portions of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.
 
Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds’ books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period-end, resulting from changes in exchange rates.
 
REITs – The Funds can make certain investments in real estate investment trusts (“REITs”) which pay dividends to their shareholders based upon funds available from operations.  It is quite common for these dividends to exceed the REITs’ taxable earnings and profits resulting in the excess portion of such dividends being designated as a return of capital.  Each Fund intends to include the gross dividends from such REITs in its annual distributions to its shareholders and, accordingly, a portion of each Fund’s distributions may also be designated as a return of capital.
 
Events Subsequent to the Period End – In preparing the financial statements as of August 31, 2020, management considered the impact of subsequent events for the potential recognition or disclosure in the financial statements. Management has determined there were no subsequent events that would need to be disclosed in the Funds’ 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 during the period and expanded disclosure of valuation levels for major security types.  These inputs are summarized in the three broad levels listed below:
 
Level 1 –
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
   
Level 2 –
Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
   
Level 3 –
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the 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 – Equity securities, including common stocks, preferred stocks, foreign-issued common stocks, exchange-traded funds, closed-end mutual funds and REITs, that are primarily traded on a national securities exchange shall be valued at the last sale
 

 
42

Pzena Funds
Notes to Financial Statements (Continued)
August 31, 2020 (Unaudited)

 
price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale on such day, at the mean between the bid and asked prices.  Securities primarily traded in the NASDAQ Global Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price (“NOCP”).  If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and asked prices.  Over-the-counter securities which are not traded in the NASDAQ Global Market System shall be valued at the most recent sales price.  To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy.
 
Participatory Notes – Participatory notes are valued with an evaluated price provided by an independent pricing service.  These securities will generally be classified in Level 2 of the fair value hierarchy.
 
Investment Companies – Investments in open-end mutual funds, including money market funds, are valued at their net asset value per share provided by the service agent of the funds and will be classified in Level 1 of the fair value hierarchy.
 
Short-Term Securities – Short-term securities having a maturity of less than 60 days are valued at the evaluated mean between bid and asked price.  To the extent the inputs are observable and timely, these securities would be classified in Level 2 of the fair value hierarchy.
 
Restricted Securities – The Funds may invest in securities that are subject to legal or contractual restrictions on resale (“restricted securities”). Restricted securities are often purchased in private placement transactions, are not registered under the Securities Act of 1933, may have contractual restrictions on resale, and may be valued under methods approved by the Board as reflecting fair value.  Certain restricted securities eligible for resale to qualified institutional investors, including Rule 144a securities, are not subject to the limitation on the Funds’ investment in illiquid securities if they are determined to be liquid in accordance with the procedures adopted by the Board.
 
Securities for which market quotations are not readily available or if the closing price does not represent fair value, are valued following procedures approved by the Board.  These procedures consider many factors, including the type of security, size of holding, trading volume and news events.  There can be no assurance that the Funds could obtain the fair value assigned to a security if they were to sell the security at approximately the time at which the Funds determine their net asset value per share.
 
The Board has delegated day-to-day valuation issues to a Valuation Committee of the Trust which is comprised of representatives from the Funds’ administrator, U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”).  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 August 31, 2020:
 
Mid Cap Value Fund
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
                       
Consumer Discretionary
 
$
18,738,247
   
$
   
$
   
$
18,738,247
 
Consumer Staples
   
1,860,153
     
     
     
1,860,153
 
Energy
   
8,998,216
     
     
     
8,998,216
 
Financial Services
   
26,823,791
     
     
     
26,823,791
 
Health Care
   
2,285,088
     
     
     
2,285,088
 
Materials & Processing
   
7,307,309
     
     
     
7,307,309
 
Producer Durables
   
10,358,552
     
     
     
10,358,552
 
Technology
   
5,023,649
     
     
     
5,023,649
 
Utilities
   
2,431,961
     
     
     
2,431,961
 
Total Common Stocks
   
83,826,966
     
     
     
83,826,966
 
Short-Term Investment
   
599,839
     
     
     
599,839
 
Total Investments
 
$
84,426,805
   
$
   
$
   
$
84,426,805
 

 
43

Pzena Funds
Notes to Financial Statements (Continued)
August 31, 2020 (Unaudited)

 
Emerging Markets Value Fund
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
                       
Brazil
 
$
3,515,126
   
$
   
$
   
$
3,515,126
 
China
   
43,557,695
     
     
     
43,557,695
 
Czech Republic
   
5,077,884
     
     
     
5,077,884
 
Hong Kong
   
18,210,768
     
     
     
18,210,768
 
Hungary
   
3,645,960
     
     
     
3,645,960
 
India
   
17,744,765
     
     
     
17,744,765
 
Indonesia
   
4,079,749
     
     
     
4,079,749
 
Malaysia
   
2,558,110
     
     
     
2,558,110
 
Poland
   
3,359,545
     
     
     
3,359,545
 
Republic of Korea
   
47,929,854
     
     
     
47,929,854
 
Romania
   
2,766,448
     
     
     
2,766,448
 
Russian Federation
   
17,515,798
     
     
     
17,515,798
 
Singapore
   
7,296,523
     
     
     
7,296,523
 
South Africa
   
6,874,853
     
     
     
6,874,853
 
Taiwan
   
29,755,754
     
     
     
29,755,754
 
Thailand
   
9,640,765
     
     
     
9,640,765
 
Turkey
   
6,084,578
     
     
     
6,084,578
 
United Arab Emirates
   
6,134,308
     
     
     
6,134,308
 
United Kingdom
   
11,440,068
     
     
     
11,440,068
 
United States
   
18,985,284
     
     
     
18,985,284
 
Total Common Stocks
   
266,173,835
     
     
     
266,173,835
 
Preferred Stocks
                               
Brazil
   
6,596,774
     
     
     
6,596,774
 
Republic of Korea
   
2,374,977
     
     
     
2,374,977
 
Total Preferred Stocks
   
8,971,751
     
     
     
8,971,751
 
Short-Term Investment
   
7,756,170
     
     
     
7,756,170
 
Total Investments
 
$
282,901,756
   
$
   
$
   
$
282,901,756
 
                                 
Small Cap Value Fund
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
                               
Consumer Discretionary
 
$
4,115,593
   
$
   
$
   
$
4,115,593
 
Consumer Staples
   
1,307,350
     
     
     
1,307,350
 
Energy
   
2,060,456
     
     
     
2,060,456
 
Financial Services
   
11,036,903
     
     
     
11,036,903
 
Health Care
   
1,289,264
     
     
     
1,289,264
 
Materials & Processing
   
2,194,818
     
     
     
2,194,818
 
Producer Durables
   
6,944,122
     
     
     
6,944,122
 
Technology
   
3,904,408
     
     
     
3,904,408
 
Total Common Stocks
   
32,852,914
     
     
     
32,852,914
 
REIT
   
411,868
     
     
     
411,868
 
Short-Term Investment
   
209,729
     
     
     
209,729
 
Total Investments
 
$
33,474,511
   
$
   
$
   
$
33,474,511
 

 
44

Pzena Funds
Notes to Financial Statements (Continued)
August 31, 2020 (Unaudited)

 
International Small Cap Value Fund
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
                       
Australia
 
$
34,248
   
$
   
$
   
$
34,248
 
Austria
   
65,122
     
     
     
65,122
 
Belgium
   
25,629
     
     
     
25,629
 
Canada
   
199,304
     
     
     
199,304
 
France
   
225,890
     
     
     
225,890
 
Germany
   
211,390
     
     
     
211,390
 
Hong Kong
   
123,281
     
     
     
123,281
 
Israel
   
35,656
     
     
     
35,656
 
Italy
   
185,575
     
     
     
185,575
 
Japan
   
427,493
     
     
     
427,493
 
Netherlands
   
123,662
     
     
     
123,662
 
Norway
   
63,321
     
     
     
63,321
 
Republic of Korea
   
123,377
     
     
     
123,377
 
Spain
   
55,620
     
     
     
55,620
 
United Kingdom
   
349,569
     
     
     
349,569
 
Total Common Stocks
   
2,249,137
     
     
     
2,249,137
 
Short-Term Investment
   
57,023
     
     
     
57,023
 
Total Investments
 
$
2,306,160
   
$
   
$
   
$
2,306,160
 

Refer to the Funds’ schedule of investments for a detailed break-out of securities.
 
In August 2018, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An entity is permitted to early adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of the additional disclosures, which are required for public companies only, until their effective date. The Funds have adopted all applicable provisions of ASU 2018-13.
 
The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The operational and financial performance of the issuers of securities in which the Funds invest depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Funds’ investments, impair the Funds’ ability to satisfy redemption requests, and negatively impact the Funds’ performance.
 
NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
 
The Funds have an investment advisory agreement with Pzena Investment Management, LLC (the “Adviser”) pursuant to which the Adviser is responsible for providing investment management services to each Fund.  The Adviser furnishes all investment advice, office space and facilities, and provides most of the personnel needed by the Funds.  As compensation for its services, the Adviser is entitled to a monthly management fee, based upon the average daily net assets of the Funds at the annual rates of:
 
 
Mid Cap Value Fund
0.80%
 
 
Emerging Markets Value Fund
1.00%
 
 
Small Cap Value Fund
0.95%
 
 
International Small Cap Value Fund
1.00%
 

 
45

Pzena Funds
Notes to Financial Statements (Continued)
August 31, 2020 (Unaudited)

 
For the six-month period ended August 31, 2020, the Funds incurred the following in advisory fees:
 
     
Advisory Fees
 
 
Mid Cap Value Fund
 
$
249,166
 
 
Emerging Markets Value Fund
   
1,296,745
 
 
Small Cap Value Fund
   
137,588
 
 
International Small Cap Value Fund
   
9,884
 

The Funds are responsible for their own operating expenses.  The Adviser has contractually agreed to waive a portion or all of its management fees and pay expenses of the Funds to ensure that the net annual operating expenses (excluding acquired fund fees, interest expense, taxes, dividends on securities sold short, extraordinary expenses, Rule 12b-1 fees, shareholder servicing fees, and other class-specific expenses) do not exceed the following amounts of the average daily net assets for each class of shares:
 
   
Emerging
 
International
 
 
Mid Cap
Markets
Small Cap
Small Cap
 
 
Value Fund
Value Fund
Value Fund
Value Fund
 
 
0.90%
1.08%
1.10%
1.17%
 

Any such reduction made by the Adviser in its fees or payment of expenses which are the Funds’ obligation are subject to reimbursement by the Funds to the Adviser, if so requested by the Adviser, in any subsequent month in the 36-month period from the date of the management fee reduction and expense payment if the aggregate amount actually paid by the Funds toward the operating expenses for such fiscal year (taking into account the reimbursement) will not cause the Fund to exceed the lesser of: (1) the expense limitation in place at the time of the management fee reduction and expense payment; or (2) the expense limitation in place at the time of the reimbursement. 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-month period ended August 31, 2020, the Adviser reduced its fees and reduced other operating expenses in the amount of $79,528 for the Mid Cap Value Fund, $255,884 for the Emerging Markets Value Fund, $84,408 for the Small Cap Value Fund, and $101,481 for the International Small Cap Value Fund.  The Adviser may recapture portions of the amounts shown below no later than the corresponding dates:
 
     
2/28/2021
   
2/28/2022
   
2/28/2023
   
8/31/2023
   
Total
 
 
Mid Cap Value Fund
 
$
99,138
   
$
185,240
   
$
172,679
   
$
79,528
   
$
536,585
 
 
Emerging Markets Value Fund
   
93,616
     
66,606
     
101,496
     
255,884
     
517,602
 
 
Small Cap Value Fund
   
88,002
     
171,647
     
194,936
     
84,408
     
538,993
 
 
International Small Cap Value Fund
   
     
158,461
     
234,010
     
101,481
     
493,952
 

Fund Services serves as the Funds’ administrator, fund accountant, and transfer agent.  U.S. Bank N.A. serves as custodian (the “Custodian”) to the Funds. The Custodian is an affiliate of Fund Services. Fund Services maintains the Funds’ books and records, calculates the Funds’ NAV, prepares various federal and state regulatory filings, coordinates the payment of fund expenses, reviews expense accruals and prepares materials supplied to the Board.  The officers of the Trust and the Chief Compliance Officer are also employees of Fund Services. Fees paid by the Funds for administration and accounting, transfer agency, custody and compliance services for the six-month period ended August 31, 2020 are disclosed in the statements of operations.
 
Quasar Distributors, LLC (“Quasar” or the “Distributor”) acts as the Funds’ principal underwriter in a continuous public offering of the Funds’ shares.  Effective March 31, 2020, Foreside Financial Group, LLC (“Foreside”) acquired Quasar from U.S. Bancorp. As a result of the acquisition, Quasar became a wholly-owned broker-dealer subsidiary of Foreside and is no longer affiliated with U.S. Bancorp.  The Board of the Funds has approved a new distribution agreement to enable Quasar to continue serving as the Funds’ Distributor.
 
NOTE 5 – 12b-1 DISTRIBUTION FEES
 
The Funds have adopted a Distribution Plan pursuant to Rule 12b-1 (the “Plan”).  The Plan permits the Funds to pay for distribution and related expenses at an annual rate of up to 0.25% of the average daily net assets of the Funds’ Investor Class 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-month period ended August 31, 2020, the 12b-1 distribution fees incurred under the Plan by each of the Fund’s Investor Class shares are disclosed in the statements of operations.
 

 
46

Pzena Funds
Notes to Financial Statements (Continued)
August 31, 2020 (Unaudited)

 
NOTE 6 – SHAREHOLDER SERVICING FEES
 
The Funds have entered into a shareholder servicing agreement (the “Agreement”) with the Adviser, under which the Adviser will provide, or arrange for others to provide, certain specified shareholder services.  As compensation for the provision of shareholder services, the Funds may pay servicing fees at an annual rate of up to 0.10% of the average daily net assets of the Investor Class shares.  Payments to the Adviser under the Agreement may reimburse the Adviser for payments it makes to selected brokers, dealers and administrators which have entered into service agreements with the Adviser for services provided to shareholders of each Fund.  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-month period ended August 31, 2020, the shareholder servicing fees incurred under the Agreement by each of the Fund’s Investor Class shares are disclosed in the statements of operations.
 
NOTE 7 – PURCHASES AND SALES OF SECURITIES
 
For the six-month period ended August 31, 2020, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were as follows:
 
     
Purchases
   
Sales
 
 
Mid Cap Value Fund
 
$
44,092,352
   
$
19,007,265
 
 
Emerging Markets Value Fund
   
55,529,633
     
72,425,749
 
 
Small Cap Value Fund
   
12,104,266
     
6,896,281
 
 
International Small Cap Value Fund
   
578,816
     
400,593
 

There were no purchases or sales of long-term U.S. Government securities.
 
NOTE 8 – CONTROL OWNERSHIP
 
The beneficial ownership, either directly or indirectly of more than 25% of the voting securities of a Fund creates a presumption of control of the Fund, under Section 2(a)(9) of the 1940 Act.  The following table reflects shareholders that maintain accounts of more than 25% of the voting securities of a Fund as of August 31, 2020:
 
   
Mid Cap Value Fund
 
   
Investor Class
Institutional Class
 
 
Charles Schwab & Co., Inc.
78%
 
 
Mac & Co.
50%
 
       
   
Emerging Markets Value Fund
 
   
Investor Class
Institutional Class
 
 
National Financial Services, LLC
58%
54%
 
       
   
Small Cap Value Fund
 
   
Investor Class
Institutional Class
 
 
Pzena Investment, Management, LLC
66%
 
 
Charles Schwab & Co., Inc.
29%
 
 
Pershing, LLC
46%
 
       
   
International Small Cap Value Fund
 
   
Investor Class
Institutional Class
 
 
Pzena Investment Management, LLC
87%
53%
 
 
Matrix Trust Co.
47%
 

 
47

Pzena Funds
Notes to Financial Statements (Continued)
August 31, 2020 (Unaudited)

 
NOTE 9 – LINE OF CREDIT
 
Effective April 23, 2020, the Funds have a line of credit in the amount of $25,000,000.  This line of credit is intended to provide short-term financing, if necessary, subject to certain restrictions, in connection with shareholder redemptions. The credit facility is with the Funds’ custodian, U.S. Bank N.A.  During the period ended August 31, 2020, the Small Cap Value Fund and International Small Cap Fund did not draw upon the line of credit. During the period ended August 31, 2020, the Emerging Markets Value Fund had an average daily outstanding balance of $188,229, a weighted average interest rate of 3.25%, incurred interest expense of $2,226 and had a maximum amount outstanding of $8,304,000.  During the period ended August 31, 2020, the Mid Cap Value Fund had an average daily outstanding balance of $24,267, a weighted average interest rate of 3.25%, incurred interest expense of $287 and had a maximum amount outstanding of $809,000. At August 31, 2020, the Funds had no outstanding loan amounts.
 
NOTE 10 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
 
As of February 29, 2020, the Funds’ most recently completed fiscal year end, the components of accumulated earnings/(losses) on a tax basis were as follows:
 
         
Emerging
         
International
 
   
Mid Cap
   
Markets
   
Small Cap
   
Small Cap
 
   
Value Fund
   
Value Fund
   
Value Fund
   
Value Fund
 
Cost of investments(a)
 
$
65,588,672
   
$
358,863,299
   
$
37,508,704
   
$
2,904,351
 
Gross unrealized appreciation
   
2,140,794
     
18,774,463
     
867,290
     
57,459
 
Gross unrealized depreciation
   
(12,445,524
)
   
(67,587,900
)
   
(6,552,909
)
   
(687,105
)
Net unrealized depreciation(a)
   
(10,304,730
)
   
(48,813,437
)
   
(5,685,619
)
   
(629,646
)
Undistributed ordinary income
   
642,415
     
36,193
     
41,840
     
6,085
 
Undistributed long-term capital gains
   
1,595,007
     
913,668
     
717,640
     
 
Total distributable earnings
   
2,237,422
     
949,861
     
759,480
     
6,085
 
Other accumulated gains/(losses)
   
     
(61,942
)
   
     
(10
)
Total accumulated earnings/(losses)
 
$
(8,067,308
)
 
$
(47,925,518
)
 
$
(4,926,139
)
 
$
(623,571
)

(a)
The difference between the book basis and tax basis net unrealized appreciation/(depreciation) and cost is attributable primarily to the tax deferral of losses on wash sales adjustments.

The tax character of distributions paid during the six-month period ended August 31, 2020 and the year ended February 29, 2020 were as follows:
 
     
Six Months Ended
   
Year Ended
 
     
August 31, 2020
   
February 29, 2020
 
 
Mid Cap Value Fund
           
 
Ordinary income
 
$
   
$
522,214
 
 
Long-term capital gains
   
     
218,926
 
                   
 
Emerging Markets Value Fund
               
 
Ordinary income
 
$
   
$
10,987,642
 
 
Long-term capital gains
   
     
2,301,883
 
                   
 
Small Cap Value Fund
               
 
Ordinary income
 
$
   
$
217,287
 
                   
 
International Small Cap Value Fund
               
 
Ordinary income
 
$
   
$
42,466
 
 
NOTE 11 – 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. The following risks apply to all Funds, unless specifically noted.
 

 
48

Pzena Funds
Notes to Financial Statements (Continued)
August 31, 2020 (Unaudited)

 
Market and Regulatory Risk. Events in the financial markets and economy may cause volatility and uncertainty and adversely impact the Fund’s performance. In addition, unexpected events and their aftermaths, such as the spread of deadly diseases; natural, environmental or man-made disasters; financial, political or social disruptions; terrorism and war; and other tragedies or catastrophes, can cause investor fear and panic, which can adversely affect the economies of many companies, sectors, nations, regions and the market in general, in ways that cannot necessarily be foreseen. Traditionally liquid investments may experience periods of diminished liquidity. Governmental and regulatory actions, including tax law changes, may also impair portfolio management and have unexpected or adverse consequences on particular markets, strategies, or investments.
 
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 than U.S. securities, which could affect the Funds’ investments. Foreign securities may be adversely affected by political instability; changes in currency exchange rates; inefficient markets and higher transaction costs; foreign economic conditions; or inadequate or different regulatory and accounting standards.
 
Value Style Investing Risk. The Adviser follows an investing style that favors value investments. The value investing style may over time go in and out of favor. At times when the value investing style is out of favor, the Funds may underperform other funds that use different investing styles.
 
Mid Cap Company Risk (Mid Cap Value Fund). A mid cap company may be more vulnerable to adverse business or economic events than stocks of larger companies. These stocks present greater risks than securities of larger, more diversified companies.
 
Emerging Markets Risk (Emerging Markets Value Fund and International Small Cap Value Fund). Emerging markets are markets of countries in the initial stages of industrialization and that generally have low per capita income. In addition to the risks of foreign securities in general, emerging markets are generally more volatile, have relatively unstable governments, social and legal systems that do not protect shareholders, economies based on only a few industries and securities markets that are substantially smaller, less liquid and more volatile with less government oversight than more developed countries.
 
Currency Risk (Emerging Markets Value Fund and International Small Cap Value Fund). Changes in foreign currency exchange rates will affect the value of what each Fund owns and each Fund’s share price. Generally, when the U.S. dollar rises in value against a foreign currency, an investment in that country loses value because that currency is worth fewer U.S. dollars. Devaluation of a currency by a country’s government or banking authority also will have a significant impact on the value of any investments denominated in that currency. Currency markets generally are not as regulated as securities markets and the risk is especially high in emerging markets.
 
P-Note Risk (Emerging Markets Value Fund). P-Notes are a type of equity-linked derivative which generally are traded over-the-counter. Even though a P-Note is intended to reflect the performance of the underlying equity security, the performance of a P-Note will not replicate exactly the performance of the issuers or markets that the P-Note seeks to replicate due to transaction costs and other expenses. In addition, P-Notes are subject to counterparty risk, which is the risk that the broker-dealer or bank that issues the P-Notes will not fulfill its contractual obligation to complete the transaction with the Fund.
 
Small Cap Company Risk (Small Cap Value Fund and International Small Cap Value Fund). Investing in securities of small cap companies may involve greater risk than investing in larger, more established companies because they can be subject to more abrupt or erratic share price changes. Smaller companies may have limited product lines, or limited market or financial resources and their management may be dependent on a limited number of key individuals. Securities of these companies may have limited market liquidity and their prices may be more volatile. These stocks present greater risks than securities of larger, more diversified companies.
 


49

Pzena Funds
Expense Example
August 31, 2020 (Unaudited)


As a shareholder of a Fund, you incur two types of costs: (1) transaction costs including sales charges (loads), if applicable; redemption fees, if applicable; and exchange fees; and (2) ongoing costs, including management fees; distribution and/or service (12b-1 fees); and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
 
The Example is based on an investment of $1,000 invested at the beginning of the period indicated and held for the entire period (March 1, 2020 to August 31, 2020).
 
Actual Expenses
 
The first line of the tables below provides information about actual account values and actual expenses. The example below includes, but is not limited to, management fees, fund accounting, custody and transfer agent fees. However, the example below does not include portfolio trading commissions and related expenses. In addition, you will be assessed fees for outgoing wire transfers, returned checks, and stop payment orders at prevailing rates changes by U.S. Bancorp Fund Services, LLC, the Funds’ transfer agent. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the row entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical Example for Comparison Purposes
 
The second line of the tables below provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratio and assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and will not help you determine the relative total costs of owning different funds, as they may charge transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of each table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
 

 

 

 
50

Pzena Funds
Expense Example (Continued)
August 31, 2020 (Unaudited)

 
   
Beginning
   
Ending
   
Expenses Paid
 
   
Account Value
   
Account Value
   
During Period(1)
 
Investor Class
 
3/1/20
   
8/31/20
   
3/1/20 – 8/31/20
 
Actual
                 
Mid Cap Value Fund
 
$
1,000.00
   
$
947.50
   
$
6.09
 
Emerging Markets Value Fund
   
1,000.00
     
1,000.00
     
7.21
 
Small Cap Value Fund
   
1,000.00
     
926.90
     
6.56
 
International Small Cap Value Fund
   
1,000.00
     
958.60
     
7.01
 
                         
Hypothetical (5% return before expenses)
                       
Mid Cap Value Fund
 
$
1,000.00
   
$
1,018.95
   
$
6.31
 
Emerging Markets Value Fund
   
1,000.00
     
1,018.00
     
7.27
 
Small Cap Value Fund
   
1,000.00
     
1,018.40
     
6.87
 
International Small Cap Value Fund
   
1,000.00
     
1,018.05
     
7.22
 

(1)
The Mid Cap Value Fund, Emerging Markets Value Fund, Small Cap Value Fund, and International Small Cap Value Fund expenses are equal to the expense ratio of 1.24%, 1.43%, 1.35%, and 1.42%, respectively, multiplied by the average account value over the period, multiplied by 184/365 days (to reflect the six-month period of operation of the Funds). The ending account values in the table are based on its actual total returns of the Investor Class shares of each Fund. The Mid Cap Value Fund, Emerging Markets Value Fund, Small Cap Value Fund, and International Small Cap Value Fund’s Investor Class shares returned -5.25%, 0.00%, -7.31%, and -4.14%, respectively.

   
Beginning
   
Ending
   
Expenses Paid
 
   
Account Value
   
Account Value
   
During Period(2)
 
Institutional Class
 
3/1/20
   
8/31/20
   
3/1/20 – 8/31/20
 
Actual
                 
Mid Cap Value Fund
 
$
1,000.00
   
$
949.60
   
$
4.42
 
Emerging Markets Value Fund
   
1,000.00
     
1,001.10
     
5.45
 
Small Cap Value Fund
   
1,000.00
     
928.10
     
5.35
 
International Small Cap Value Fund
   
1,000.00
     
958.60
     
5.78
 
                         
Hypothetical (5% return before expenses)
                       
Mid Cap Value Fund
 
$
1,000.00
   
$
1,020.67
   
$
4.58
 
Emerging Markets Value Fund
   
1,000.00
     
1,019.76
     
5.50
 
Small Cap Value Fund
   
1,000.00
     
1,019.66
     
5.60
 
International Small Cap Value Fund
   
1,000.00
     
1,019.31
     
5.96
 

(2)
The Mid Cap Value Fund, Emerging Markets Value Fund, Small Cap Value Fund, and International Small Cap Value Fund expenses are equal to the expense ratio of 0.90%, 1.08%, 1.10%, and 1.17%, respectively, multiplied by the average account value over the period, multiplied by 184/365 days (to reflect the six-month period of operation of the Funds). The ending account values in the table are based on its actual total returns of the Institutional Class shares of each Fund. The Mid Cap Value Fund, Emerging Markets Value Fund, Small Cap Value Fund, and International Small Cap Value Fund’s Institutional Class shares returned -5.04%, 0.11%, -7.19%, and -4.14%, respectively.





51

Pzena Funds
Notice to Shareholders
August 31, 2020 (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 1-844-PZN-1996 (1-844-796-1996) 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 a Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1-844-PZN-1996 (1-844-796-1996). Furthermore, you can obtain a Fund’s proxy voting records on the SEC’s website at http://www.sec.gov.
 
 
Quarterly Filings on Form N-PORT
 
The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Part F of Form N-PORT (beginning with filings after March 31, 2020).  The Funds’ Form N-PORT is available on the SEC website at http://www.sec.gov. Information included in the Funds’ Form N-PORT is also available by calling 1-844-PZN-1996 (1-844-796-1996).
 
 
Householding
 
In an effort to decrease costs, the Transfer Agent intends to reduce the number of duplicate prospectuses, annual and semi-annual reports, proxy statements and other regulatory 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 1-844-PZN-1996 (1-844-796-1996) 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.
 



52

Pzena 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 by those entities with unaffiliated third parties.
 


53

Investment Adviser
Pzena Investment Management, LLC
320 Park Avenue, 8th Floor
New York, New York 10022


Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP
Two Liberty Place
50 South 16th Street, Suite 2900
Philadelphia, Pennsylvania 19102


Legal Counsel
Sullivan & Worcester LLP
1633 Broadway, 32nd Floor
New York, New York 10019


Custodian
U.S. Bank N.A.
1555 North RiverCenter Drive, Suite 302
Milwaukee, Wisconsin 53212


Transfer Agent, Fund Accountant and Fund Administrator
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202


Distributor
Quasar Distributors, LLC
111 East Kilbourn Avenue, Suite 2200
Milwaukee, Wisconsin 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 1-844-PZN-1996 (1-844-796-1996).
 



ZP-SEMI


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.

(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.

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/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 period covered by this report that have materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 13. 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.


(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.

(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.


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/ Jeffrey T. Rauman
Jeffrey T. Rauman, President/Chief Executive
Officer/Principal Executive Officer

Date    11/6/2020


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/ Jeffrey T. Rauman
Jeffrey T. Rauman, President/Chief Executive
Officer/Principal Executive Officer

Date    11/6/2020

By (Signature and Title)      /s/ Cheryl L. King
Cheryl L. King, Vice President/Treasurer/Principal Financial Officer

Date    11/6/2020