Advisors Series Trust

c/o U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, WI  53202

December 30, 2009

VIA EDGAR TRANSMISSION

United States Securities and Exchange Commission

Division of Investment Management

100 “F” Street, N.E.

Washington, DC 20549

Re:           Advisors Series Trust (the “Trust”)

File Nos.: 333-17391 and 811-07959

Ladies and Gentlemen:

We are attaching for filing, on behalf of the Trust, Post-Effective Amendment No. 306 to the Trust’s Registration Statement on Form N-1A (the “Amendment”) pursuant to the Securities Act of 1933, as amended (the “1933 Act”) (Amendment No. 308 to the Registration Statement pursuant to the Investment Company Act of 1940, as amended).  This Amendment is being filed pursuant to Rule 485(a)(1) under the Securities Act of 1933 for the purpose of conforming the Trust’s Prospectus for its series, the ActivePassive Large Cap Growth Fund, the ActivePassive Large Cap Value Fund, the ActivePassive Small/Mid Cap Growth Fund, the ActivePassive Small/Mid Cap Value Fund, the ActivePassive Emerging Markets Equity Fund, the ActivePassive Global Bond Fund, the ActivePassive Intermediate Taxable Bond Fund, the ActivePassive Intermediate Municipal Bond Fund and the ActivePassive International Equity Fund, to the Summary Prospectus Rule as set forth in 17 CFR Parts 230, 232, 239, and 274.

Pursuant to Rule 485(a)(1), the Trust anticipates that this filing shall become effective on February 28, 2010.  At or before February 28, 2010, the Trust will file another Post-Effective Amendment to its Registration Statement under Rule 485(b) of the 1933 Act to be effective not earlier than the effective date of this Amendment.  The purpose of that filing will be to add the audited financial statements and certain related financial information for the fiscal year ended October 31, 2009, incorporate any comments made by the Staff on this Amendment and to update any missing information and/or file updated exhibits to the Registration Statement.

If you have any questions regarding the enclosed, please do not hesitate to contact the undersigned at (414) 765-6609.

Very truly yours,

/s/ Jeanine M. Bajczyk      

Jeanine M. Bajczyk, Esq.

for U.S. Bancorp Fund Services, LCC

Enclosures