Form N-CSR ADVISORS SERIES TRUST For: Apr 30

Letter to Shareholders

3

Investment Highlights

9

Sector Allocation of Portfolio Assets

11

Schedule of Investments

12

Statement of Assets and Liabilities

15

Statement of Operations

16

Statements of Changes in Net Assets

17

Financial Highlights

18

Notes to the Financial Statements

20

Report of Independent Registered Public Accounting Firm

31

Expense Example

32

Notice to Shareholders

34

Management

35

Approval of Investment Advisory Agreement

39

Privacy Notice

44

One

Five

Since Inception

Average Annual Total Return:

Logan Capital Large Cap Growth Fund –

  Investor Class

20.25%

14.55%

14.78%

Russell 1000^® Growth Index

18.96%

15.13%

16.44%

One

Five

Since Inception

Average Annual Total Return:

Logan Capital Large Cap Growth Fund –

  Institutional Class

20.49%

14.80%

15.07%

Russell 1000^® Growth Index

18.96%

15.13%

16.44%

SECTOR ALLOCATION OF PORTFOLIO ASSETS

at April 30, 2018 (Unaudited)

SCHEDULE OF INVESTMENTS

at April 30, 2018

COMMON STOCKS – 97.65%

Shares

Value

Consumer Discretionary – 23.28%

Amazon.com, Inc. (a)

1,154

$

1,807,314

Dick’s Sporting Goods, Inc.

12,908

427,126

Foot Locker, Inc.

8,508

366,525

Hanesbrands, Inc.

23,807

439,715

Home Depot, Inc.

4,268

788,726

Netflix, Inc. (a)

5,155

1,610,731

Nike, Inc.

6,143

420,120

Starbucks Corp.

11,048

636,033

Williams-Sonoma, Inc.

10,753

513,993

7,010,283

Consumer Staples – 9.10%

Constellation Brands, Inc.

3,300

769,329

Estee Lauder Companies, Inc.

6,150

910,753

Monster Beverage Corp. (a)

14,590

802,450

Spectrum Brands Holdings, Inc.

3,575

257,758

2,740,290

Health Care – 13.93%

Agilent Technologies, Inc.

5,390

354,339

Align Technology, Inc. (a)

5,023

1,254,997

AmerisourceBergen Corp.

5,799

525,273

Celgene Corp. (a)

4,312

375,575

Mettler-Toledo International, Inc. (a)

1,142

639,440

Waters Corp. (a)

3,050

574,651

Zoetis, Inc.

5,626

469,658

4,193,933

Industrials – 9.04%

Acuity Brands, Inc.

2,092

250,559

Cintas Corp.

2,793

475,648

Middleby Corp. (a)

2,569

323,283

Nordson Corp.

3,210

412,806

United Rentals, Inc. (a)

2,605

390,750

Verisk Analytics, Inc. (a)

5,927

630,929

WABCO Holdings, Inc. (a)

1,847

238,245

2,722,220

SCHEDULE OF INVESTMENTS (Continued)

at April 30, 2018

COMMON STOCKS – 97.65% (Continued)

Shares

Value

Information Technology – 40.86%

Alliance Data Systems Corp.

1,358

$

275,742

Alphabet, Inc. – Class A (a)

413

420,674

Alphabet, Inc. – Class C (a)

413

420,157

Amphenol Corp.

12,784

1,070,149

Apple, Inc.

8,923

1,474,615

Broadcom, Inc.

5,137

1,178,531

Cognizant Technology Solutions – Class A

7,943

649,896

Electronic Arts, Inc. (a)

6,829

805,685

Facebook, Inc. (a)

5,823

1,001,556

Fiserv, Inc. (a)

8,216

582,186

FleetCor Technologies, Inc. (a)

3,010

623,913

Global Payments, Inc.

11,165

1,262,203

IPG Photonics Corp. (a)

2,681

571,133

MasterCard, Inc.

7,667

1,366,796

Paycom Software, Inc. (a)

3,206

366,157

Trimble, Inc. (a)

6,768

234,173

12,303,566

Materials – 1.44%

Sherwin-Williams Co.

1,178

433,103

TOTAL COMMON STOCKS

  (Cost $15,736,975)

29,403,395

SCHEDULE OF INVESTMENTS (Continued)

at April 30, 2018

SHORT-TERM INVESTMENTS – 2.55%

Shares

Value

Money Market Funds – 2.55%

Fidelity Government Portfolio – Class I, 1.58% (b)

767,275

$

767,275

TOTAL SHORT-TERM INVESTMENTS

  (Cost $767,275)

767,275

TOTAL INVESTMENTS

  (Cost $16,504,250) – 100.20%

30,170,670

Liabilities in Excess of Other Assets – (0.20)%

(59,888

)

TOTAL NET ASSETS – 100.00%

$

30,110,782

(a)

Non-income producing security.

(b)

The rate shown represents the Fund’s 7-day yield as of April 30, 2018.

STATEMENT OF ASSETS AND LIABILITIES

at April 30, 2018

Assets:

Investments, at value (cost $16,504,250)

$

30,170,670

Receivables:

Dividends and interest

10,894

Prepaid expenses

8,457

Total assets

30,190,021

Liabilities:

Payables:

Administration fee

21,674

Audit fees

21,400

Advisory fee

12,959

Transfer agent fees and expenses

8,745

Distribution fees

7,365

Shareholder reporting

2,948

Compliance  expense

2,250

Custody fees

999

Legal fees

899

Total liabilities

79,239

Net assets

$

30,110,782

Net assets consist of:

Paid-in capital

$

16,008,939

Undistributed net investment loss

(64,595

)

Accumulated net realized gain from investments

500,018

Net unrealized appreciation on investments

13,666,420

Net assets

$

30,110,782

Investor Class:

Net assets applicable to outstanding Investor Class shares

$

8,970,785

Shares issued (unlimited number of beneficial

  interest authorized, $0.01 par value)

408,317

Net asset value, offering price and redemption price per share⁽¹⁾

$

21.97

Institutional Class:

Net assets applicable to outstanding Institutional Class shares

$

21,139,997

Shares issued (unlimited number of beneficial

  interest authorized, $0.01 par value)

948,493

Net asset value, offering price and redemption price per share⁽¹⁾

$

22.29

A redemption fee of 1.00% is assessed against shares redeemed within 180 days of purchase.

STATEMENT OF OPERATIONS

For the Year Ended April 30, 2018

Investment income:

Dividends

$

198,500

Interest

4,977

Total investment income

203,477

Expenses:

Investment advisory fees (Note 5)

178,065

Administration fees (Note 5)

85,572

Transfer agent fees and expenses (Note 5)

37,080

Audit fees

21,400

Distribution fees – Investor Class (Note 6)

13,387

Trustees’ fees and expenses

12,837

Compliance expense (Note 5)

9,012

Federal and state registration fees

8,871

Reports to shareholders

8,315

Custody fees (Note 5)

5,319

Legal fees

4,140

Insurance expense

1,916

Other

7,986

Total expenses before reimbursement from advisor

393,900

Expense reimbursement from advisor (Note 5)

(40,819

)

Net expenses

353,081

Net investment loss

(149,604

)

Realized and unrealized gain on investments:

Net realized gain on transactions from investments

1,062,011

Net change in unrealized gain on investments

3,993,116

Net realized and unrealized gain on investments

5,055,127

Net increase in net assets resulting from operations

$

4,905,523

STATEMENTS OF CHANGES IN NET ASSETS

Year Ended

Year Ended

April 30, 2018

April 30, 2017

Operations:

Net investment loss

$

(149,604

)

$

(143,043

)

Net realized gain on investments

1,062,011

17,809

Net change in unrealized appreciation on investments

3,993,116

4,406,587

Net increase in net assets

  resulting from operations

4,905,523

4,281,353

Capital Share Transactions:

Proceeds from shares sold

Investor Class shares

2,290,665

376,671

Institutional Class shares

—

—

Cost of shares redeemed

Investor Class shares

(715,136

)

(663,094

)

Institutional Class shares

—

(3,159,026

)

Redemption fees retained

Investor Class shares

—

32

Institutional Class shares

—

—

Net increase/(decrease) in net assets

  from capital share transactions

1,575,529

(3,445,417

)

Total increase in net assets

6,481,052

835,936

Net Assets:

Beginning of year

23,629,730

22,793,794

End of year

$

30,110,782

$

23,629,730

Accumulated net investment loss

$

(64,595

)

$

(52,604

)

Changes in Shares Outstanding:

Shares sold

Investor Class shares

108,788

22,901

Institutional Class shares

—

—

Shares redeemed

Investor Class shares

(33,179

)

(41,343

)

Institutional Class shares

—

(193,363

)

Net increase/(decrease) in shares outstanding

75,609

(211,805

)

FINANCIAL HIGHLIGHTS

Investor Class

Year Ended April 30,

2018

2017

2016

2015

2014

Net Asset Value –

  Beginning of Year

$

18.27

$

15.15

$

15.79

$

13.64

$

11.34

Income from

  Investment Operations:

Net investment loss

(0.10

)

(0.16

)

(0.13

)

(0.12

)

(0.07

)

Net realized and unrealized

  gain/(loss) on investments

3.80

3.28

(0.40

)

2.43

2.37

Total from

  investment operations

3.70

3.12

(0.53

)

2.31

2.30

Less Distributions:

Distributions from

  net realized gains

—

—

(0.11

)

(0.16

)

—

Total distributions

—

—

(0.11

)

(0.16

)

—

Redemption fees~

0.00

0.00

0.00

0.00

0.00

Net Asset Value –

  End of Year

$

21.97

$

18.27

$

15.15

$

15.79

$

13.64

Total Return

20.25

%

20.59

%

-3.38

%

17.04

%

20.28

%

Ratios and Supplemental Data:

Net assets, end of

  year (thousands)

$

8,971

$

6,078

$

5,319

$

4,984

$

4,143

Ratio of expenses

  to average net assets:

     Before reimbursements

1.56

%

1.76

%

1.75

%

1.89

%

2.35

%

     After reimbursements

1.41

%

1.49

%*

1.50

%

1.50

%

1.50

%

Ratio of net investment income/

  (loss) to average net assets:

     Before reimbursements

(0.82

)%

(1.10

)%

(1.16

)%

(1.23

)%

(1.58

)%

     After reimbursements

(0.67

)%

(0.83

)%

(0.91

)%

(0.84

)%

(0.73

)%

Portfolio turnover rate

8

%

9

%

14

%

28

%

15

%

~

Amount is less than $0.01.

*

Effective August 28, 2016, the advisor contractually agreed to lower the net annual operating expense limit to 1.49%.

FINANCIAL HIGHLIGHTS

Institutional Class

Year Ended April 30,

2018

2017

2016

2015

2014

Net Asset Value –

  Beginning of Year

$

18.50

$

15.30

$

15.92

$

13.71

$

11.38

Income from

  Investment Operations:

Net investment loss

(0.10

)

(0.10

)

(0.10

)

(0.08

)

(0.05

)

Net realized and unrealized

  gain/(loss) on investments

3.89

3.30

(0.41

)

2.45

2.38

Total from

  investment operations

3.79

3.20

(0.51

)

2.37

2.33

Less Distributions:

Distributions from

  net realized gains

—

—

(0.11

)

(0.16

)

—

Total distributions

—

—

(0.11

)

(0.16

)

—

Net Asset Value –

  End of Year

$

22.29

$

18.50

$

15.30

$

15.92

$

13.71

Total Return

20.49

%

20.92

%

-3.23

%

17.39

%

20.47

%

Ratios and Supplemental Data:

Net assets, end

  of year (thousands)

$

21,140

$

17,551

$

17,475

$

16,571

$

12,282

Ratio of expenses

  to average net assets:

     Before reimbursements

1.39

%

1.51

%

1.50

%

1.64

%

2.13

%

     After reimbursements

1.24

%

1.24

%*

1.25

%

1.25

%

1.25

%

Ratio of net investment income/

  (loss) to average net assets:

     Before reimbursements

(0.50

)%

(0.85

)%

(0.91

)%

(0.98

)%

(1.36

)%

     After reimbursements

(0.65

)%

(0.58

)%

(0.66

)%

(0.59

)%

(0.48

)%

Portfolio turnover rate

8

%

9

%

14

%

28

%

15

%

*

Effective August 28, 2016, the advisor contractually agreed to lower the net annual operating expense limit to 1.24%.

NOTES TO FINANCIAL STATEMENTS

April 30, 2018

A.

Security Valuation:  All investments in securities are recorded at their estimated fair value, as described in note 3.

 

B.

Federal Income Taxes:  It is the Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders.  Therefore, no federal income or excise tax provisions are required.

 

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities.  The tax returns of the Fund’s 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 Fund’s 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 Fund identifies its major tax jurisdictions as U.S. Federal and the state of Wisconsin. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

 

C.

Securities Transactions, Income and Distributions:  Securities transactions are accounted for on the trade date.  Realized gains and losses on securities sold are determined on the basis of identified cost.  Interest income is recorded on an accrual basis.  Dividend income and distributions to shareholders are recorded on the ex-dividend date.  Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2018

The Fund distributes substantially all of its net investment income, if any, and net realized capital gains, if any, annually.  Distributions from net realized gains for book purposes may include short-term capital gains.  All short-term capital gains are included in ordinary income for tax purposes.  The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with federal income tax regulations, which differ from accounting principles generally accepted in the United States of America.  To the extent these book/tax differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax treatment.

 

Investment income, expenses (other than those specific to the class of shares), and realized and unrealized gains and losses on investments are allocated to the separate classes of the Fund’s shares based upon their relative net assets on the date income is earned or expensed and realized and unrealized gains and losses are incurred.

 

The Fund is charged for those expenses that are directly attributable to it, such as investment advisory, custody and transfer agent fees.  Expenses that are not attributable to a Fund are typically allocated among the Funds proportionately based on allocation methods approved by the Board of Trustees (the “Board”).  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.

 

D.

Use of Estimates:  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period.  Actual results could differ from those estimates.

 

E.

Redemption Fees:  The Fund charges a 1% redemption fee to shareholders who redeem shares held for 180 days or less.  Such fees are retained by the Fund and accounted for as an addition to paid-in capital.

 

F.

Options Transactions:  The Fund may utilize options for hedging purposes as well as direct investment.  Some options strategies, including buying puts, tend to hedge the Fund’s investments against price fluctuations.  Other strategies, such as writing puts and calls and buying calls, tend to increase market exposure.  Options contracts may be combined with each other in order to adjust the risk and return characteristics of the Fund’s overall strategy in a manner deemed appropriate to the Advisor and consistent with the Fund’s investment objective and policies.  When a call or put option is written, an amount equal to the premium received is recorded as a liability.  The liability is marked-to-market daily to reflect the current fair value of the written option.  When a written option expires, a gain is realized in the amount of the premium originally received.  If a closing purchase contract is entered into, a gain or loss is realized in the amount of the original

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2018

premium less the cost of the closing transaction.  If a written call option is exercised, a gain or loss is realized from the sale of the underlying security, and the proceeds from such sale are increased by the premium originally received.  If a written put option is exercised, the amount of the premium originally received reduces the cost of the security which is purchased upon the exercise of the option.

 

With options, there is minimal counterparty credit risk to the Fund since the options are covered or secured, which means that the Fund will own the underlying security or, to the extent they do not hold such a portfolio, will maintain a segregated account with the Fund’s custodian consisting of high quality liquid debt obligations equal to the market value of the option, marked-to-market daily.

 

Options purchased are recorded as investments and marked-to-market daily to reflect the current fair value of the option contract.  If an option purchased expires, a loss is realized in the amount of the cost of the option contract.  If a closing transaction is entered into, a gain or loss is realized to the extent that the proceeds from the sale are greater or less than the cost of the option.  If a purchased put option is exercised, a gain or loss is realized from the sale of the underlying security by adjusting the proceeds from such sale by the amount of the premium originally paid.  If a purchased call option is exercised, the cost of the security purchased upon exercise is increased by the premium originally paid.

 

G.

Leverage and Short Sales:  The Fund may use leverage in connection with its investment activities and may effect short sales of securities.  Leverage can increase the investment returns of the Fund if the securities purchased increase in value in an amount exceeding the cost of the borrowing.  However, if the securities decrease in value, the Fund will suffer a greater loss than would have resulted without the use of leverage.  A short sale is the sale by the Fund of a security which it does not own in anticipation of purchasing the same security in the future at a lower price to close the short position.  A short sale will be successful if the price of the shorted security decreases.  However, if the underlying security goes up in price during the period in which the short position is outstanding, the Fund will realize a loss.  The risk on a short sale is unlimited because the Fund must buy the shorted security at the higher price to complete the transaction.  Therefore, short sales may be subject to greater risks than investments in long positions.  With a long position, the maximum sustainable loss is limited to the amount paid for the security plus the transaction costs, whereas there is no maximum attainable price of the shorted security.  The Fund would also incur increased transaction costs associated with selling securities short.  In addition, if the Fund sells securities short, it must maintain a segregated account with its custodian containing cash or high-grade securities equal to (i) the greater of the current market value of the securities sold short or the market value of such securities at the time they were sold short, less (ii) any collateral deposited with the Fund’s broker (not including the proceeds from the short sales).  The Fund may be required to add to the segregated account

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2018

as the market price of a shorted security increases.  As a result of maintaining and adding to its segregated account, the Fund may maintain higher levels of cash or liquid assets (for example, U.S. Treasury bills, repurchase agreements, high quality commercial paper and long equity positions) for collateral needs thus reducing its overall managed assets available for trading purposes.

 

H.

Mutual Fund and ETF Trading Risk:  The Fund may invest in other mutual funds that are either open-end or closed-end investment companies as well as ETFs.  ETFs are investment companies that are bought and sold on a national securities exchange.  Unlike mutual funds, ETFs do not necessarily trade at the net asset values of their underlying securities, which means an ETF could potentially trade above or below the value of the underlying portfolios.  Additionally, because ETFs trade like stocks on exchanges, they are subject to trading and commission costs unlike mutual funds.  Also, both mutual funds and ETFs have management fees that are part of their costs, and the Fund will indirectly bear their proportionate share of the costs.

 

I.

Reclassification of Capital Accounts:  Accounting principles generally accepted in the United States of America require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting.  These reclassifications have no effect on net assets or net asset value per share.  For the year ended April 30, 2018, the Fund made the following permanent tax adjustments on the Statement of Assets and Liabilities:

Undistributed

Net Investment

Paid In

$137,613

$(137,613)

J.

Events Subsequent to the Fiscal Year End:  In preparing the financial statements as of April 30, 2018, management considered the impact of subsequent events for the potential recognition or disclosure in the financial statements.

Level 1 –

Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2018

Level 2 –

Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

 

Level 3 –

Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2018

Level 1

Level 2

Level 3

Total

Common Stocks

Consumer Discretionary

$

7,010,283

$

—

$

—

$

7,010,283

Consumer Staples

2,740,290

—

—

2,740,290

Health Care

4,193,933

—

—

4,193,933

Industrials

2,722,220

—

—

2,722,220

Information Technology

12,303,566

—

—

12,303,566

Materials

433,103

—

—

433,103

Total Common Stock

29,403,395

—

—

29,403,395

Short-Term Investments

767,275

—

—

767,275

Total Investments in Securities

$

30,170,670

$

—

$

—

$

30,170,670

Investor Class

1.49%

Institutional Class

1.24%

$55,809

$59,373

$40,819

$156,001

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2018

Administration & fund accounting

$85,572

Transfer agency^(a)

30,313

Chief Compliance Officer

9,012

Custody

5,319

Administration & fund accounting

$21,674

Transfer agency^(a)

7,571

Chief Compliance Officer

2,250

Custody

999

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2018

$3,144,487

$2,021,579

Cost of investments^(a)

$

16,512,722

Gross unrealized appreciation

14,604,743

Gross unrealized depreciation

(946,795

)

Net unrealized appreciation

13,657,948

Undistributed long-term capital gain

508,490

Total distributable earnings

508,490

Other accumulated gains/(losses)

(64,595

)

Total accumulated earnings/(losses)

$

14,101,843

The difference between the book basis and tax basis net unrealized appreciation and cost is attributable primarily to wash sales and post 30 wash sales.

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2018

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2018

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXPENSE EXAMPLE

April 30, 2018 (Unaudited)

EXPENSE EXAMPLE (Continued)

April 30, 2018 (Unaudited)

Beginning

Ending

Expenses Paid

Account Value

Account Value

During Period⁽¹⁾

Actual

Investor Class

$1,000.00

$1,069.10

$7.64

Institutional Class

$1,000.00

$1,070.10

$6.36

Hypothetical (5% return

  before expenses)

Investor Class

$1,000.00

$1,035.10

$7.45

Institutional Class

$1,000.00

$1,037.60

$6.21

(1)

Expenses are equal to the Investor Class and Institutional Class fund shares’ annualized expense ratios of 1.49% and 1.24%, respectively, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the six-month period of operation).

NOTICE TO SHAREHOLDERS

at April 30, 2018 (Unaudited)

MANAGEMENT

(Unaudited)

Number of

Portfolios

Other

Term of

Principal

in Fund

Directorships

Position

Office and

Occupation

Complex

Held During

Name, Address

Held with

Length of

During Past

Overseen by

Past

Gail S. Duree

Trustee

Indefinite

Director, Alpha

4

Trustee, Advisors

(age 71)

term; since

Gamma Delta

Series Trust

615 E. Michigan Street

March 2014.

Housing

(for series not

Milwaukee, WI 53202

Corporation

affiliated with

(collegiate housing

the Funds);

management) (2012

Independent

to present); Trustee

Trustee from

and Chair (2000 to

1999 to 2012,

2012), New

New Covenant

Covenant Mutual

Mutual Funds

Funds (1999 to 2012);

(an open-end

Director and Board

investment

Member, Alpha

company with

Gamma Delta

4 portfolios).

Foundation

(philanthropic

organization) (2005

to 2011).

David G. Mertens

Trustee

Indefinite

Retired; formerly

4

Trustee, Advisors

(age 57)

term*; since

Managing Director

Series Trust

615 E. Michigan Street

March 2017.

and Vice President,

(for series not

Milwaukee, WI 53202

Jensen Investment

affiliated with

Management, Inc.

the Funds).

(a privately-held

investment advisory

firm) (2002 to 2017).

George J. Rebhan

Chairman

Indefinite

Retired; formerly

4

Trustee, Advisors

(age 83)

of the

term; since

President, Hotchkis

Series Trust

615 E. Michigan Street

Board

May 2002.

and Wiley Funds

(for series not

Milwaukee, WI 53202

and Trustee

(mutual funds)

affiliated with

(1985 to 1993).

the Funds);

Independent

Trustee from

1999 to 2009,

E*TRADE

Funds.

MANAGEMENT (Continued)

(Unaudited)

Number of

Portfolios

Other

Term of

Principal

in Fund

Directorships

Position

Office and

Occupation

Complex

Held During

Name, Address

Held with

Length of

During Past

Overseen by

Past

Joe D. Redwine

Trustee

Indefinite

Retired; formerly

4

Trustee, Advisors

(age 70)

term; since

President, CEO,

Series Trust

615 E. Michigan Street

January 2018.

U.S. Bancorp Fund

(for series not

Milwaukee, WI 53202

Services, LLC

affiliated with

(May 1991 to

the Funds).

July 2017); formerly

Manager, U.S.

Bancorp Fund

Services, LLC (1998

to July 2017).

Raymond B. Woolson

Trustee

Indefinite

President, Apogee

4

Trustee, Advisors

(age 59)

term*; since

Group, Inc.

Series Trust

615 E. Michigan Street

January 2016.

(financial consulting

(for series not

Milwaukee, WI 53202

firm) (1998 to

affiliated with

present).

the Funds);

Independent

Trustee,

DoubleLine

Funds Trust

(an open-end

investment

company with

15 portfolios),

DoubleLine

Opportunistic

Credit Fund and

DoubleLine

Income Solutions

Fund, from 2010

to present;

Independent

Trustee,

DoubleLine

Equity Funds

from 2010 to

2016.

MANAGEMENT (Continued)

(Unaudited)

Term of

Position

Office and

Name, Address

Held with

Length of

Douglas G. Hess

President,

Indefinite

Senior Vice President, Compliance and

(age 50)

Chief

term; since

Administration, U.S. Bancorp Fund Services, LLC

615 E. Michigan Street

Executive

June 2003.

(March 1997 to present).

Milwaukee, WI 53202

Officer and

Principal

Executive

Officer

Cheryl L. King

Treasurer

Indefinite

Vice President, Compliance and Administration,

(age 56)

and

term; since

U.S. Bancorp Fund Services, LLC

615 E. Michigan Street

Principal

December

(October 1998 to present).

Milwaukee, WI 53202

Financial

2007.

Officer

Kevin J. Hayden

Assistant

Indefinite

Assistant Vice President, Compliance and

(age 46)

Treasurer

term; since

Administration, U.S. Bancorp Fund Services, LLC

615 E. Michigan Street

September

(June 2005 to present).

Milwaukee, WI 53202

2013.

Michael L. Ceccato

Vice

Indefinite

Senior Vice President, U.S. Bancorp Fund Services,

(age 60)

President,

term; since

LLC and Vice President, U.S. Bank N.A.

615 E. Michigan Street

Chief

September

(February 2008 to present).

Milwaukee, WI 53202

Compliance

2009.

Officer and

AML Officer

MANAGEMENT (Continued)

(Unaudited)

Term of

Position

Office and

Name, Address

Held with

Length of

Emily R. Enslow, Esq.

Secretary

Indefinite

Vice President, U.S. Bancorp Fund Services, LLC

(age 31)

term; since

(July 2013 to present); Proxy Voting Coordinator and

615 E. Michigan Street

December

Class Action Administrator, Artisan Partners Limited

Milwaukee, WI 53202

2017.

Partnership (September 2012 to July 2013).

*

Under the Trust’s Agreement and Declaration of Trust, a Trustee serves during the continued lifetime of the Trust until he/she dies, resigns, is declared bankrupt or incompetent by a court of appropriate jurisdiction, or is removed, or, if sooner, until the election and qualification of his/her successor.  In addition, the Trustees have designated a mandatory retirement age of 75, such that each Trustee first elected or appointed to the Board after December 1, 2015, serving as such on the date he or she reaches the age of 75, shall submit his or her resignation not later than the last day of the calendar year in which his or her 75th birthday occurs.

(1)

The Trustees of the Trust who are not “interested persons” of the Trust as defined under the 1940 Act (“Independent Trustees”).

(2)

As of April 30, 2018, the Trust was comprised of 40 active portfolios managed by unaffiliated investment advisers.  The term “Fund Complex” applies only to the Fund.  The Fund does not hold itself out as related to any other series within the Trust for investment purposes, nor does it share the same investment adviser with any other series.

(3)

“Other Directorships Held” includes only directorships of companies required to register or file reports with the SEC under the Securities Exchange Act of 1934, as amended, (that is, “public companies”) or other investment companies registered under the 1940 Act.

(4)

Mr. Redwine is an “interested person” of the Trust as defined by the 1940 Act.  Mr. Redwine is an interested Trustee of the Trust by virtue of the fact that he was recently an interested person of Quasar Distributors, LLC who acts as principal underwriter to the series of the Trust.

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

(Unaudited)

1.

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

 

2.

THE FUND’S HISTORICAL PERFORMANCE AND THE OVERALL PERFORMANCE OF THE ADVISOR.  In assessing the quality of the portfolio management delivered by the Advisor, the Board reviewed the short-term and long-term performance of the Funds (as applicable) as of June 30, 2017 on both an

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Continued)

(Unaudited)

absolute basis and in comparison to its peer funds utilizing Lipper and Morningstar classifications and an appropriate securities benchmark. While the Board considered both short-term and long-term performance, it placed greater emphasis on longer term performance.  The Board also took into account that the Fund’s track record is measured as of a specific date, and that track records can vary as of different measurement dates. The Board considered that the Logan Capital International Fund, the Logan Capital Small Cap Growth Fund, and the Logan Capital Large Cap Core Fund had each not yet commenced operation.  When reviewing performance against the comparative peer group universe, the Board took into account that the investment objective and strategies of the Large Cap Growth Fund, as well as the Fund’s level of risk tolerance, may differ significantly from funds in the peer group universe.  The Board took into account the Advisor’s views as to the reasons for the Fund’s relative performance against peers and benchmarks over various time periods and its future outlook for the Fund. In considering the Fund’s performance, the Trustees placed greater emphasis on performance against peers as opposed to the unmanaged benchmark index.

 

Large Cap Growth Fund: The Board noted that the Large Cap Growth Fund’s performance, with regard to its Lipper comparative universe, was above its peer group median for the one-year period, slightly above its peer group median for the three-year period, and slightly below its peer group median for the five-year period.

 

The Board noted that the Fund’s performance, with regard to its Morningstar comparative universe, was above its peer group median for all relevant periods.

 

The Board reviewed the performance of the Fund against a broad-based securities market benchmark.

 

The Board also considered any differences in performance between the Advisor’s similarly managed accounts and the performance of the Fund.

 

3.

THE COSTS OF THE SERVICES TO BE PROVIDED BY THE ADVISOR AND THE STRUCTURE OF THE ADVISOR’S FEE UNDER THE ADVISORY AGREEMENT.  In considering the advisory fee and total fees and expenses of each Fund, the Board reviewed comparisons to the peer funds and the Advisor’s similarly managed separate accounts for other types of clients, as well as all expense waivers and reimbursements.  When reviewing fees charged to other similarly managed separate accounts, the Board took into account the type of account and the differences in the management of that account that might be germane to the difference, if any, in the fees charged to such accounts.  The Board found that the management fees charged to the Fund were generally in-line with the fees charged to the Advisor’s separately managed account clients, and to the extent fees charged to the Funds were higher than for similarly managed accounts of similar size, it was largely a reflection of the greater costs to the Advisor of managing the Funds.

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Continued)

(Unaudited)

Large Cap Growth Fund: The Board noted that the Advisor has contractually agreed to maintain an annual expense ratio for the Large Cap Growth Fund of 1.49% for the Investor Class and 1.24% for the Institutional Class (the “Expense Caps”).  The Board noted that the Fund’s total expense ratios for both the Institutional Class and Investor Class were above the peer group median and average.  Additionally, the Board noted that when the Fund’s peer group was adjusted to include only funds with similar asset sizes, the total expense ratio for the Institutional Class was equal to the peer group median and below the average, while the total expense ratio for the Investor Class was above the peer group median and average.  The Board also noted that the contractual advisory fee was equal to the peer group median and slightly above the average.  Additionally, when the Fund’s peer group was adjusted to include only funds with similar asset sizes, the advisory fee was below the peer group median and average.  The Board also considered that after advisory fee waivers and Fund expenses necessary to maintain the Expense Caps, the Advisor received a lower advisory fee from the Fund during the most recent fiscal period.  The Board also took into consideration the services the Advisor provides to its separately managed account clients, comparing the fees charged for those management services to the management fees charged to the Fund and also considered differences in services provided to those accounts as well as other factors that were relevant in explaining differences in fees.

 

Logan Capital International Fund: The Board noted that the Advisor has contractually agreed to maintain annual expense ratios for the Logan Capital International Fund of 1.50% for the Investor Class and 1.25% for the Institutional Class (the “Expense Caps”). The Board noted that the Fund’s estimated total expense ratios for both the Institutional Class and Investor Class were above the peer group median and average.  The Board also noted that the contractual advisory fee was equal to the peer group median and above the peer group average.  The Board found that the management fee expected to be charged to the Fund was within the range of the fees charged to the Advisor’s separately managed account clients.  The Board also took into consideration the services the Advisor provides to its separately managed account clients, comparing the fees charged for those management services to the management fees charged to the Fund and also considered differences in services provided to those accounts as well as other factors that were relevant in explaining differences in fees.

 

Logan Capital Small Cap Growth Fund: The Board noted that the Advisor has contractually agreed to maintain annual expense ratios for the Logan Capital Small Cap Growth Fund of 1.50% for the Investor Class and 1.25% for the Institutional Class (the “Expense Caps”).  The Board noted that the Fund’s estimated total expense ratio for the Institutional Class was above the peer group median and below the peer group average and that the estimated total expense ratio for the

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Continued)

(Unaudited)

Investor Class was above the peer group median and average.  The Board also noted that the contractual advisory fee was slightly below the peer group median and average.  The Board found that the management fee expected to be charged to the Fund was within the range of the fees charged to the Advisor’s separately managed account clients.  The Board also took into consideration the services the Advisor provides to its separately managed account clients, comparing the fees charged for those management services to the management fees charged to the Fund and also considered differences in services provided to those accounts as well as other factors that were relevant in explaining differences in fees.

 

Logan Capital Large Cap Core Fund: The Board noted that the Advisor has contractually agreed to maintain annual expense ratios for the Logan Capital Large Cap Core Fund of 1.50% for the Investor Class and 1.25% for the Institutional Class (the “Expense Caps”).  The Board noted that the Fund’s estimated total expense ratios for both the Institutional Class and Investor Class were above the peer group median and average.  The Board also noted that the contractual advisory fee was above the peer group median and average.  The Board also took into consideration the services the Advisor provides to its similarly managed account clients, comparing the fees charged for those management services to the management fees charged to the Fund and also considered differences in services provided to those accounts as well as other factors that were relevant in explaining differences in fees.

 

4.

ECONOMIES OF SCALE.  The Board also considered whether economies of scale were being realized by the Advisor that should be shared with shareholders.  The Board noted that the Advisor has contractually agreed to reduce its advisory fees or reimburse Fund expenses so that the Funds do not exceed the specified Expense Caps.  The Board noted that at current asset levels, it did not appear that there were additional significant economies of scale being realized by the Advisor and concluded that it would continue to monitor economies in the future as circumstances changed and assuming asset levels continued to increase.

 

5.

THE PROFITS TO BE REALIZED BY THE ADVISOR AND ITS AFFILIATES FROM THEIR RELATIONSHIP WITH THE FUNDS.  The Board reviewed the Advisor’s financial information and took into account both the direct benefits and the indirect benefits to the Advisor from advising the Funds.  The Board considered the profitability to the Advisor from its relationship with the Funds and considered any additional benefits derived by the Advisor from its relationship with the Funds, including benefits received in the form of Rule 12b-1 fees and shareholder servicing plan fees received from the Funds and “soft dollar” benefits that may be received by the Advisor in exchange for Fund brokerage.  The Board also reviewed information regarding fee offsets for separate accounts and sponsored programs invested in the Funds and determined that the Advisor was

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Continued)

(Unaudited)

not receiving an advisory fee both at the separate account and at the Fund level for any such accounts or fees from both the sponsored programs and Funds with respect to any such programs, and as a result was not receiving additional fall-out benefits from any such relationships.  After such review, the Board determined that the profitability to the Advisor with respect to the Advisory Agreement was not excessive, and that the Advisor had maintained adequate profit levels to support the services it provides to the Funds.

 

PRIVACY NOTICE

•

Information we receive about you on applications or other forms;

 

•

Information you give us orally; and/or

 

•

Information about your transactions with us or others.

FYE  4/30/2018

FYE  4/30/2017

Audit Fees

$17,900

$17,600

Audit-Related Fees

N/A

N/A

Tax Fees

$3,500

$3,400

All Other Fees

N/A

N/A