As filed with the Securities and Exchange Commission on March 28, 2011

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number  811-07959

Advisors Series Trust

(Exact name of registrant as specified in charter)

615 East Michigan Street

Milwaukee, WI 53202

(Address of principal executive offices) (Zip code)

Douglas G. Hess, President

Advisors Series Trust

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

615 East Michigan Street

Milwaukee, WI 53202

(Name and address of agent for service)

(414) 765-6609

Registrant's telephone number, including area code

Date of fiscal year end: October 31, 2011

Date of reporting period:  January 31, 2011

Item 1. Schedule of Investments.

ActivePassive Large Cap Growth Fund
Schedule of Investments
January 31, 2011 (Unaudited)
			Fair
	Shares		Value
COMMON STOCKS - 45.75%
Accommodation & Food Services - 0.71%
Marriott International Inc.		5,250	$	207,322
Arts, Entertainment & Recreation - 1.42%
The Walt Disney Co.		10,593		411,750
Finance & Insurance - 7.05%
T. Rowe Price Group, Inc.		7,837		516,615
The Charles Schwab Corp.		24,346		439,445
SunTrust Banks, Inc.		16,433		500,056
Wells Fargo & Co.		18,256		591,860
				2,047,976
Information - 3.09%
Google Inc. (a)		741		444,867
Intuit Inc. (a)		9,673		453,954
				898,821
Manufacturing - 19.07%
Apple Inc. (a)		2,208		749,219
ARM Holdings PLC - ADR (b)		17,775		445,086
BorgWarner, Inc. (a)		8,606		580,044
Cameron International Corp. (a)		2,645		140,978
Caterpillar Inc.		1,725		167,342
Deere & Co.		4,030		366,327
Emerson Electric Co.		8,318		489,764
Illumina, Inc. (a)		5,028		348,641
Intuitive Surgical, Inc. (a)		1,478		477,261
Johnson Controls, Inc.		13,387		513,927
LVMH Moet Hennessy Lou Vuitton SA - ADR (b)		4,050		126,117
PACCAR Inc.		2,706		152,862
Precision Castparts Corp.		2,825		403,947
QUALCOMM Inc.		6,652		360,073
Teva Pharmaceutical Industries Ltd. - ADR (b)		4,038		220,677
				5,542,265
Mining - 4.18%
Core Laboratories N.V. (b)		3,810		347,701
Vale SA - ADR (b)		13,897		484,033
Weatherford International Ltd. (a)(b)		16,220		384,738
				1,216,472
Professional, Scientific & Technical Services - 3.66%
priceline.com, Inc. (a)		1,719		736,626
Salesforce.com, Inc. (a)		2,541		328,145
				1,064,771
Retail Trade - 2.14%
Amazon.com, Inc. (a)		3,664		621,561
Transportation & Warehousing - 4.43%
C.H. Robinson Worldwide, Inc.		3,215		247,844
Expeditors International of Washington, Inc.		10,582		536,190
Union Pacific Corp.		5,335		504,851
				1,288,885
TOTAL COMMON STOCKS (Cost $9,880,679)			$	13,299,823

			Fair
	Shares		Value
EXCHANGE-TRADED FUNDS - 50.88%
Vanguard Growth ETF		236,379	$	14,790,234
TOTAL EXCHANGE-TRADED FUNDS (Cost $11,953,957)				14,790,234
SHORT-TERM INVESTMENTS - 2.49%
Investment Companies - 2.49%
Fidelity Institutional Money Market Portfolio - Select Class, 0.16% (c)		724,487		724,487
TOTAL SHORT-TERM INVESTMENTS (Cost $724,487)				724,487
Total Investments  (Cost $22,559,123) - 99.12%				28,814,544
Other Assets in Excess of Liabilities - 0.88%				254,870
TOTAL NET ASSETS - 100.00%			$	29,069,414

Footnotes
Percentages are stated as a percent of net assets.
ADR	American Depository Receipt
(a)	Non Income Producing
(b)	Foreign Issued Security
(c)	Rate shown is the 7-day yield as of January 31, 2011.
The cost basis of investments for federal income tax purposes at January 31, 2011 was as follows*:
	Cost of investments	$	22,686,302
	Gross unrealized appreciation		6,283,189
	Gross unrealized depreciation		(154,947	)
	Net unrealized depreciation	$	6,128,242
*Because tax adjustments are calculated annually, the above table reflects the tax adjustments outstanding at the
Fund's previous fiscal year end.  For the previous fiscal year's federal income tax information, please refer to the
Notes to Financial Statements section in the Fund's most recent annual report.
Summary of Fair Value Measurements at January 31, 2011 (Unaudited)
The Fund has adopted authoritative fair valuation 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.
The Fund’s investments are valued at market value or, in the absence of a market value, at fair value as determined in good faith by the
Advisor and the Trust’s Valuation Committee pursuant to procedures approved by or under the direction of the Board.  Pursuant to
those procedures, the Board considers, among other things; the last sale price on the securities exchange, if any, on which a security is
primarily traded; the mean between the bid and asked prices; price quotations form an approved pricing service, and other factors as
necessary to determine a fair value under certain circumstances.  The Fund’s securities which are traded on securities exchanges
are valued at the last sale price on the exchange on which such securities are traded, as of the close of business on the day the securities
are being valued or, lacking any reported sales, at the mean between the last available bid and asked price.  Securities that are traded
on more than one exchange are valued on the exchange determined by the Advisor to be the primary market.  Securities primarily traded
in the National Association of Securities Dealers Automated Quotation (“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 or if there has been
no sale on such day, at the mean between the bid and asked prices.  Over-the-counter (“OTC”) securities which are not traded in the
NASDAQ Global Market System shall be valued at the most recent trade price.  Short-term debt obligations with remaining maturities
in excess of 60 days are valued at current market prices, as discussed above.  Short-term securities with 60 days or less remaining to
maturity are, unless conditions indicate otherwise, amortized to maturity based on their cost to a Fund if acquired within 60 days of maturity
or, if already held by the Fund on the 60th day, based on the value determined on the 61st day.  All other assets of the Funds are valued in
such manner as the Board in good faith deems appropriate to reflect their fair value.
A variety of factors may be considered in determining the fair value of securities, which may include consideration of the following:
yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value
from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis,
including the obligor's credit characteristics considered relevant. These securities are classified as Level 2 or as Level 3 depending
on the priority of the significant inputs.

These inputs are summarized in the three broad levels listed below:
Level 1 -	Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.
Level 2 -	Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or
	indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar
	instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 -	Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the
	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.
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 Fund's net assets as of January 31, 2011 (Unaudited):

	Level 1		Level 2		Level 3		Total
Equity Securities
Accommodation & Food Services	$	207,322	$	—	$	—	$	207,322
Arts, Entertainment & Recreation		411,750		—		—		411,750
Finance & Insurance		2,047,976		—		—		2,047,976
Information		898,821		—		—		898,821
Manufacturing		5,542,265		—		—		5,542,265
Mining		1,216,472		—		—		1,216,472
Professional, Scientific & Technical Services		1,064,771		—		—		1,064,771
Retail Trade		621,561		—		—		621,561
Transportation & Warehousing		1,288,885		—		—		1,288,885
Total Equity Securities		13,299,823		—		—		13,299,823
Exchange-Traded Funds		14,790,234		—		—		14,790,234
Short-Term Securities		724,487		—		—		724,487
Total Investments in Securities	$	28,814,544		—		—	$	28,814,544

Transfers between levels are recognized at the end of the reporting period.  There were no transfers of securities between levels during

the reporting period.

ActivePassive Large Cap Value Fund
Schedule of Investments
January 31, 2011 (Unaudited)
			Fair
	Shares		Value
COMMON STOCKS - 40.98%
Finance & Insurance - 6.16%
The Allstate Corp.		5,379	$	167,502
Bank of America Corp.		21,466		294,728
Bank of New York Mellon Corp.		8,652		270,202
Humana Inc. (a)		4,620		267,821
JPMorgan Chase & Co.		7,457		335,118
Legg Mason, Inc.		4,569		151,371
				1,486,742
Health Care & Social Assistance - 1.27%
Laboratory Corp. of America Holdings (a)		1,999		179,730
Quest Diagnostics, Inc.		2,223		126,600
				306,330
Information - 3.32%
AT&T, Inc.		12,033		331,148
Microsoft Corp.		10,169		281,935
Time Warner Cable, Inc.		2,754		186,804
				799,887
Manufacturing - 16.72%
Altria Group, Inc.		7,972		187,422
Baxter International, Inc.		4,630		224,509
Chevron Corp.		4,078		387,125
ConocoPhillips		5,169		369,377
Dell Inc. (a)		9,665		127,191
Dover Corp.		4,849		310,821
Emerson Electric Co.		3,801		223,803
Fortune Brands, Inc.		2,925		180,414
General Electric Co.		20,761		418,127
Honeywell International, Inc.		4,082		228,633
Ingersoll-Rand Co., Ltd. (b)		3,035		143,252
Intel Corp.		14,499		311,148
Philip Morris International Inc.		2,338		133,827
The Procter & Gamble Co.		4,848		306,054
United Technologies Corp.		3,160		256,908
Watson Pharmaceuticals, Inc. (a)		4,108		223,968
				4,032,579
Mining - 5.92%
Apache Corp.		3,698		441,393
Freeport-McMoRan Copper & Gold, Inc.		2,626		285,577
Marathon Oil Corp.		9,304		425,193
Transocean Ltd. (a)(b)		3,434		274,480
				1,426,643
Professional, Scientific & Technical Services - 0.60%
Covance Inc. (a)		2,547		143,600
Retail Trade - 3.85%
AutoZone, Inc. (a)		855		216,768
Best Buy Co., Inc.		3,947		134,198
eBay Inc. (a)		5,658		171,777
Staples, Inc.		4,483		100,016
Wal-Mart Stores, Inc.		5,439		304,965
				927,724

			Fair
	Shares		Value
Utilities - 1.98%
NextEra Energy, Inc.		4,189	$	223,944
Public Service Enterprise Group, Inc.		7,864		255,029
				478,973
Wholesale Trade - 1.16%
AmerisourceBergen Corp.		7,797		279,600
TOTAL COMMON STOCKS (Cost $7,882,600)				9,882,078
CLOSED-END FUNDS - 0.29%
John Hancock Bank and Thrift Opportunity Fund		3,984		69,879
TOTAL CLOSED-END FUNDS (Cost $58,625)				69,879
EXCHANGE-TRADED FUNDS - 57.59%
Vanguard Value ETF		253,237		13,890,050
TOTAL EXCHANGE-TRADED FUNDS (Cost $12,185,139)				13,890,050
SHORT-TERM INVESTMENTS - 0.34%
Investment Companies - 0.34%
Fidelity Institutional Money Market Portfolio - Select Class, 0.16% (c)		81,942		81,942
TOTAL SHORT-TERM INVESTMENTS (Cost $81,942)				81,942
Total Investments  (Cost $20,208,306) - 99.20%				23,923,949
Other Assets in Excess of Liabilities - 0.80%				192,939
TOTAL NET ASSETS - 100.00%			$	24,116,888

Footnotes
Percentages are stated as a percent of net assets.
ADR	American Depository Receipt
(a)	Non Income Producing
(b)	Foreign Issued Security
(c)	Rate shown is the 7-day yield as of January 31, 2011.
The cost basis of investments for federal income tax purposes at January 31, 2011 was as follows*:
	Cost of investments	$	20,439,113
	Gross unrealized appreciation		4,002,730
	Gross unrealized depreciation		(517,894	)
	Net unrealized depreciation	$	3,484,836
*Because tax adjustments are calculated annually, the above table reflects the tax adjustments outstanding at the
Fund's previous fiscal year end.  For the previous fiscal year's federal income tax information, please refer to the
Notes to Financial Statements section in the Fund's most recent annual report.
Summary of Fair Value Measurements at January 31, 2011 (Unaudited)
The Fund has adopted authoritative fair valuation 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.

The Fund’s investments are valued at market value or, in the absence of a market value, at fair value as determined in good faith by the
Advisor and the Trust’s Valuation Committee pursuant to procedures approved by or under the direction of the Board.  Pursuant to
those procedures, the Board considers, among other things; the last sale price on the securities exchange, if any, on which a security is
primarily traded; the mean between the bid and asked prices; price quotations form an approved pricing service, and other factors as
necessary to determine a fair value under certain circumstances.  The Fund’s securities which are traded on securities exchanges
are valued at the last sale price on the exchange on which such securities are traded, as of the close of business on the day the securities
are being valued or, lacking any reported sales, at the mean between the last available bid and asked price.  Securities that are traded
on more than one exchange are valued on the exchange determined by the Advisor to be the primary market.  Securities primarily traded
in the National Association of Securities Dealers Automated Quotation (“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 or if there has been
no sale on such day, at the mean between the bid and asked prices.  Over-the-counter (“OTC”) securities which are not traded in the
NASDAQ Global Market System shall be valued at the most recent trade price.  Short-term debt obligations with remaining maturities
in excess of 60 days are valued at current market prices, as discussed above.  Short-term securities with 60 days or less remaining to
maturity are, unless conditions indicate otherwise, amortized to maturity based on their cost to a Fund if acquired within 60 days of maturity
or, if already held by the Fund on the 60th day, based on the value determined on the 61st day.  All other assets of the Funds are valued in
such manner as the Board in good faith deems appropriate to reflect their fair value.
A variety of factors may be considered in determining the fair value of securities, which may include consideration of the following:
yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value
from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis,
including the obligor's credit characteristics considered relevant. These securities are classified as Level 2 or as Level 3 depending
on the priority of the significant inputs.
These inputs are summarized in the three broad levels listed below:
Level 1 -	Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.
Level 2 -	Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or
	indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar
	instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 -	Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the
	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.
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 Fund's net assets as of January 31, 2011 (Unaudited):

	Level 1		Level 2		Level 3		Total
Equity Securities
Finance & Insurance	$	1,486,742	$	—	$	—	$	1,486,742
Health Care & Social Assistance		306,330		—		—		306,330
Information		799,887		—		—		799,887
Manufacturing		4,032,579		—		—		4,032,579
Mining		1,426,643		—		—		1,426,643
Professional, Scientific & Technical Services		143,600		—		—		143,600
Retail Trade		927,724		—		—		927,724
Utilities		478,973		—		—		478,973
Wholesale Trade		279,600		—		—		279,600
Total Equity Securities		9,882,078		—		—		9,882,078
Closed-End Funds		69,879		—		—		69,879
Exchange-Traded Funds		13,890,050		—		—		13,890,050
Short-Term Securities		81,942		—		—		81,942
Total Investments in Securities	$	23,923,949		—		—	$	23,923,949

Transfers between levels are recognized at the end of the reporting period.  There were no transfers of securities between levels during

the reporting period.

ActivePassive Small/Mid Cap Fund
Schedule of Investments
January 31, 2011 (Unaudited)
			Fair
	Shares		Value
COMMON STOCKS - 52.34%
Accommodation & Food Services - 1.35%
BJ's Restaurants Inc. (a)		5,044	$	178,205
Buffalo Wild Wings Inc. (a)		1,720		75,284
Orient-Express Hotels Ltd. (a)(b)		6,454		78,481
				331,970
Administrative Support, Waste Management & Remediation Services - 1.78%
The Geo Group Inc. (a)		9,779		232,447
Waste Connections, Inc.		7,020		203,369
				435,816
Arts, Entertainment & Recreation - 1.38%
Bally Technologies Inc. (a)		4,842		198,183
Pinnacle Entertainment, Inc. (a)		9,198		138,706
				336,889
Finance & Insurance - 2.99%
Cash America International, Inc.		5,757		231,604
Catalyst Health Solutions, Inc. (a)		2,160		93,744
Centene Corp. (a)		4,639		128,593
Duff & Phelps Corp.		5,075		86,072
MGIC Investment Corp. (a)		8,249		69,209
optionsXpress Holdings Inc.		4,208		62,531
UMB Financial Corp.		1,465		59,552
				731,305
Information - 6.93%
ANSYS, Inc. (a)		3,896		204,345
Compuware Corp. (a)		15,160		162,515
Fortinet Inc. (a)		4,095		157,453
Informatica Corp. (a)		5,369		249,122
Progress Software Corp. (a)		4,758		136,269
Rovi Corp. (a)		5,100		314,976
SuccessFactors, Inc. (a)		4,803		139,863
TIBCO Software Inc. (a)		12,365		271,783
Vital Images, Inc. (a)		4,547		60,430
				1,696,756

			Fair
	Shares		Value
Manufacturing - 23.53%
American Medical Systems Holdings, Inc. (a)		9,345	$	182,414
ArthroCare Corp. (a)		3,098		86,713
ArvinMeritor, Inc. (a)		9,993		218,447
BioMarin Pharmaceutical Inc. (a)		4,641		117,974
Bruker Corp. (a)		9,219		161,333
Coherent, Inc. (a)		4,367		233,853
Delcath Systems Inc. (a)		5,544		52,446
DTS, Inc. (a)		5,734		256,998
EMS Technologies, Inc. (a)		7,545		138,300
Gentex Corp.		4,961		159,099
GrafTech International Ltd. (a)		12,846		269,766
Huntsman Corp.		14,723		256,327
Intrepid Potash, Inc. (a)		3,536		127,791
Lufkin Industries, Inc.		6,178		412,196
Netlogic Microsystems Inc. (a)		4,909		171,128
Northwest Pipe Co. (a)		4,283		93,669
OYO Geospace Corp. (a)		2,408		230,759
Regal-Beloit Corp.		2,755		183,869
Regeneron Pharmaceuticals, Inc.  (a)		3,405		114,680
RTI International Metals, Inc. (a)		4,600		132,894
Salix Pharmaceuticals, Ltd. (a)		2,334		95,624
Seattle Genetics, Inc. (a)		5,705		93,505
Shuffle Master, Inc. (a)		19,929		205,966
Sirona Dental Systems, Inc. (a)		4,335		189,916
Steven Madden, Ltd. (a)		2,399		91,570
Teradyne, Inc. (a)		8,704		145,183
Texas Industries, Inc.		3,651		145,054
Thoratec Corp. (a)		6,865		161,945
Titanium Metals Corp. (a)		6,148		115,890
Triumph Group, Inc.		1,707		163,923
Universal Electronics Inc. (a)		7,017		184,758
Varian Semiconductor Equipment Associates, Inc. (a)		3,425		152,241
Veeco Instruments Inc. (a)		3,447		149,117
VeriFone Holdings, Inc. (a)		160		6,390
WABCO Holdings Inc. (a)		4,462		260,581
				5,762,319
Mining - 1.54%
Cloud Peak Energy, Inc. (a)		6,770		154,153
Oasis Petroleum Inc. (a)		6,960		222,511
				376,664
Professional, Scientific & Technical Services - 5.98%
Allscripts Healthcare Solutions, Inc. (a)		8,205		173,208
FTI Consulting, Inc. (a)		3,459		126,150
ICON PLC - ADR (a)(b)		5,515		122,819
MedAssets Inc. (a)		6,125		120,234
Monster Worldwide, Inc. (a)		4,045		67,349
NICE Systems Ltd. - ADR (a)(b)		3,963		129,669
Quality Systems, Inc.		2,789		222,674
Radiant Systems, Inc. (a)		8,213		149,887
Riverbed Technology, Inc. (a)		8,074		289,614
Sapient Corp.		5,224		62,427
				1,464,031
Retail Trade - 4.12%
Chico's FAS, Inc.		11,128		121,518
The Fresh Market, Inc. (a)		3,510		129,063
Genesco Inc. (a)		9,398		348,948
Sotheby's		3,643		146,813
Vitamin Shoppe, Inc. (a)		8,282		262,788
				1,009,130

			Fair
	Shares		Value
Transportation & Warehousing - 1.48%
Atlas Air Worldwide Holdings, Inc. (a)		2,332	$	118,489
JetBlue Airways Corp. (a)		18,877		113,262
Landstar System, Inc.		3,169		131,292
				363,043
Wholesale Trade - 1.26%
American Axle & Manufacturing Holdings, Inc. (a)		14,967		214,028
Herbalife Ltd. (b)		1,437		93,879
				307,907
TOTAL COMMON STOCKS (Cost $9,723,092)				12,815,830
EXCHANGE-TRADED FUNDS - 45.42%
iShares Russell 2000 Growth Index Fund		51,657		4,486,410
iShares Russell 2000 Value Index Fund		54,380		3,860,980
iShares Russell Midcap Growth Index Fund		28,926		1,669,030
iShares Russell Midcap Value Index Fund		23,982		1,103,652
TOTAL EXCHANGE-TRADED FUNDS (Cost $7,825,090)				11,120,072
TRUSTS - 0.66%
DuPont Fabros Technology Inc.		2,482		56,887
Redwood Trust, Inc.		6,948		104,012
TOTAL TRUSTS (Cost $161,451)				160,899
SHORT-TERM INVESTMENTS - 1.14%
Investment Companies - 1.14%
Fidelity Institutional Money Market Portfolio - Select Class, 0.16% (c)		279,386		279,386
TOTAL SHORT-TERM INVESTMENTS (Cost $279,386)				279,386
Total Investments  (Cost $17,989,019) - 99.56%				24,376,187
Other Assets in Excess of Liabilities - 0.44%				108,977
TOTAL NET ASSETS - 100.00%			$	24,485,164

Footnotes
Percentages are stated as a percent of net assets.
ADR	American Depository Receipt
(a)	Non Income Producing
(b)	Foreign Issued Security
(c)	Rate shown is the 7-day yield as of January 31, 2011.
The cost basis of investments for federal income tax purposes at January 31, 2011 was as follows*:
	Cost of investments	$	18,012,116
	Gross unrealized appreciation		6,594,204
	Gross unrealized depreciation		(230,133	)
	Net unrealized depreciation	$	6,364,071
*Because tax adjustments are calculated annually, the above table reflects the tax adjustments outstanding at the
Fund's previous fiscal year end.  For the previous fiscal year's federal income tax information, please refer to the
Notes to Financial Statements section in the Fund's most recent annual report.

Summary of Fair Value Measurements at January 31, 2011 (Unaudited)
The Fund has adopted authoritative fair valuation 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.
The Fund’s investments are valued at market value or, in the absence of a market value, at fair value as determined in good faith by the
Advisor and the Trust’s Valuation Committee pursuant to procedures approved by or under the direction of the Board.  Pursuant to
those procedures, the Board considers, among other things; the last sale price on the securities exchange, if any, on which a security is
primarily traded; the mean between the bid and asked prices; price quotations form an approved pricing service, and other factors as
necessary to determine a fair value under certain circumstances.  The Fund’s securities which are traded on securities exchanges
are valued at the last sale price on the exchange on which such securities are traded, as of the close of business on the day the securities
are being valued or, lacking any reported sales, at the mean between the last available bid and asked price.  Securities that are traded
on more than one exchange are valued on the exchange determined by the Advisor to be the primary market.  Securities primarily traded
in the National Association of Securities Dealers Automated Quotation (“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 or if there has been
no sale on such day, at the mean between the bid and asked prices.  Over-the-counter (“OTC”) securities which are not traded in the
NASDAQ Global Market System shall be valued at the most recent trade price.  Short-term debt obligations with remaining maturities
in excess of 60 days are valued at current market prices, as discussed above.  Short-term securities with 60 days or less remaining to
maturity are, unless conditions indicate otherwise, amortized to maturity based on their cost to a Fund if acquired within 60 days of maturity
or, if already held by the Fund on the 60th day, based on the value determined on the 61st day.  All other assets of the Funds are valued in
such manner as the Board in good faith deems appropriate to reflect their fair value.
A variety of factors may be considered in determining the fair value of securities, which may include consideration of the following:
yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value
from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis,
including the obligor's credit characteristics considered relevant. These securities are classified as Level 2 or as Level 3 depending
on the priority of the significant inputs.
These inputs are summarized in the three broad levels listed below:
Level 1 -	Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.
Level 2 -	Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or
	indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar
	instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 -	Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the
	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.
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 Fund's net assets as of January 31, 2011 (Unaudited):

	Level 1		Level 2		Level 3		Total
Equity Securities
Accommodation & Food Services	$	331,970	$	—	$	—	$	331,970
Administrative Support, Waste Management &
Remediation Services		435,816		—		—		435,816
Arts, Entertainment & Recreation		336,889		—		—		336,889
Finance & Insurance		731,305		—		—		731,305
Information		1,696,756		—		—		1,696,756
Manufacturing		5,762,319		—		—		5,762,319
Mining		376,664		—		—		376,664
Professional, Scientific & Technical Services		1,464,031		—		—		1,464,031
Retail Trade		1,009,130		—		—		1,009,130
Transportation & Warehousing		363,043		—		—		363,043
Wholesale Trade		307,907		—		—		307,907
Total Equity Securities		12,815,830		—		—		12,815,830
Exchange-Traded Funds		11,120,072		—		—		11,120,072
Trusts		160,899		—		—		160,899
Short-Term Securities		279,386		—		—		279,386
Total Investments in Securities	$	24,376,187		—		—	$	24,376,187

Transfers between levels are recognized at the end of the reporting period.  There were no transfers of securities between levels during

the reporting period.

ActivePassive International Equity Fund
Schedule of Investments
January 31, 2011 (Unaudited)
			Fair
	Shares		Value
COMMON STOCKS - 41.55%
Australia - 3.00%
BHP Billiton Ltd. (b)		4,720	$	208,140
Cochlear Ltd. (b)		1,328		102,036
CSL Ltd. (b)		2,931		108,686
QBE Insurance Group Ltd. (b)		4,459		77,763
Woolworths Ltd. (b)		2,682		71,363
WorleyParsons Ltd. (b)		5,474		150,834
				718,822
Belgium - 0.71%
Anheuser-Busch InBev NV (b)		3,080		170,429
Bermuda - 0.52%
Li & Fung Ltd. (b)		12,000		77,803
VimpelCom Ltd. - ADR (b)		3,379		46,765
				124,568
Brazil - 0.40%
Petroleo Brasileiro SA - ADR (b)		2,872		95,494
Canada - 2.42%
Canadian Natural Resources Ltd. (b)		2,298		102,467
Canadian National Railway Co. (b)		763		51,730
Cenovus Energy Inc. (b)		2,901		100,239
EnCana Corp. (b)		2,173		70,028
Fairfax Financial Holding Ltd. (b)		208		79,349
Suncor Energy, Inc. (b)		2,678		110,880
Talisman Energy Inc. (b)		2,921		66,917
				581,610
China - 0.64%
Industrial & Commercial Bank of China Ltd. (b)		208,000		154,733
Denmark - 0.81%
Novo Nordisk A/S (b)		1,718		193,589
France - 1.88%
Axa (b)		3,452		73,069
Danone SA (b)		1,609		96,908
Eutelsat Communications (b)		1,782		65,009
Cie Generale des Etablissements Michelin (b)		703		51,210
Publicis Groupe (b)		1,157		59,547
Total SA (b)		1,797		105,094
				450,837
Germany - 2.95%
Adidas AG (b)		2,114		131,666
Bayer AG (b)		1,466		108,106
Bayerische Motoren Werke AG (b)		2,060		158,171
Fresenius Medical Care AG & Co. (b)		1,647		96,367
Puma AG Rudolf Dassler Sport (b)		315		98,505
SAP AG (b)		1,984		114,686
				707,501
Hong Kong - 0.53%
Hutchison Whampoa Ltd. (b)		11,000		128,247

			Fair
	Shares		Value
India - 0.63%
Infosys Technologies Ltd. - ADR (b)		2,237	$	151,467
Israel - 0.97%
Teva Pharmaceutical Industries Ltd. - ADR (b)		4,259		232,754
Japan - 4.34%
CANON, Inc. (b)		2,000		98,075
DENSO Corp. (b)		2,600		95,663
FANUC Ltd. (b)		1,300		205,263
Keyence Corp. (b)		430		114,101
Komatsu Ltd. (b)		3,200		95,283
NIDEC Corp. (b)		2,300		216,606
Toyota Motor Corp. (b)		2,400		99,415
YAMADA DENKI Co., Ltd. (b)		1,730		117,399
				1,041,805
Jersey - 1.77%
Informa PLC (b)		15,005		103,570
Shire PLC (b)		8,325		219,633
WPP PLC (b)		8,263		102,249
				425,452
Mexico - 1.58%
America Movil SAB de C.V. - ADR (b)		3,624		206,532
Fomento Economico Mexicano, S.A.B. de C.V. - ADR (b)		1,248		66,231
Grupo Televisa SA - ADR (b)		4,392		105,672
				378,435
Netherlands - 1.76%
Koninklijke Ahold NV (b)		8,139		110,209
Koninklijke KPN NV (b)		6,871		108,327
TNT NV (b)		3,938		106,567
Unilever NV (b)		3,274		96,847
				421,950
Philippines - 0.47%
Philippine Long Distance Telephone Co. (b)		2,020		112,197
Russia - 0.51%
Gazprom - ADR (a)(b)		4,589		122,802
Gazprom - ADR (a)(b)		36		953
				123,755
Singapore - 1.34%
Keppel Corp. Ltd. (b)		20,000		182,913
United Overseas Bank Ltd. (b)		9,000		139,295
				322,208
South Korea - 0.94%
Hyundai Mobis (b)		635		146,390
NHN Corp. (a)(b)		446		79,551
				225,941
Sweden - 0.87%
Kinnevik Investment AB (b)		2,588		57,621
Telefonaktiebolaget LM Ericsson (b)		7,344		90,524
Volvo AB (a)(b)		3,433		59,455
				207,600
Switzerland - 3.27%
Julius Baer Group Ltd. (b)		2,188		99,016
Nestle SA (b)		3,330		180,081
Novartis AG (b)		2,699		150,246
Roche Holding AG (b)		1,510		229,699
Syngenta AG (b)		389		125,312
				784,354

			Fair
	Shares		Value
Taiwan - 1.10%
Hon Hai Precision Industry Co., Ltd. (b)		23,520	$	101,255
Taiwan Semiconductor Manufacturing Co., Ltd. - ADR (b)		12,363		161,584
				262,839
Turkey - 0.32%
Akbank TAS (b)		16,457		77,132
United Kingdom - 7.82%
BG Group PLC (b)		6,910		155,073
British American Tobacco PLC (b)		3,577		132,072
Centrica PLC (b)		28,391		145,484
Compass Group PLC (b)		21,820		194,160
Imperial Tobacco Group PLC (b)		6,463		184,693
International Power PLC (b)		26,588		180,070
Kingfisher PLC (b)		24,858		100,343
Next PLC (b)		3,129		99,091
Reckitt Benckiser Group PLC (b)		1,858		101,043
Reed Elsevier PLC (b)		12,685		112,265
Royal Dutch Shell PLC (b)		3,369		117,161
Smith & Nephew PLC (b)		4,521		50,259
Tesco PLC (b)		22,138		142,804
Vodafone Group PLC (b)		57,477		161,443
				1,875,961
TOTAL COMMON STOCKS (Cost $7,938,847)				9,969,680
CLOSED-END FUNDS - 0.23%
India Fund, Inc.		1,801		53,760
TOTAL CLOSED-END FUNDS (Cost $34,295)				53,760
OPEN-END FUNDS - 53.72%
Fidelity Spartan International Index Fund		357,923		12,888,800
TOTAL OPEN-END FUNDS (Cost $9,730,219)				12,888,800
PREFERRED STOCKS - 0.72%
Brazil - 0.72%
Banco Bradesco SA - ADR (b)		9,105		172,267
TOTAL PREFERRED STOCKS (Cost $149,533)				172,267
SHORT-TERM INVESTMENTS - 1.88%
Investment Companies - 1.88%
Fidelity Institutional Money Market Portfolio - Select Class, 0.16% (c)		451,700		451,700
TOTAL SHORT-TERM INVESTMENTS (Cost $451,700)				451,700
Total Investments  (Cost $18,304,594) - 98.10%				23,536,207
Other Assets in Excess of Liabilities - 1.90%				456,117
TOTAL NET ASSETS - 100.00%			$	23,992,324

Footnotes
Percentages are stated as a percent of net assets.
ADR	American Depository Receipt
(a)	Non Income Producing
(b)	Foreign Issued Security
(c)	Rate shown is the 7-day yield as of January 31, 2011.
The cost basis of investments for federal income tax purposes at January 31, 2011 was as follows*:
	Cost of investments	$	18,497,040
	Gross unrealized appreciation		5,420,251
	Gross unrealized depreciation		(381,084	)
	Net unrealized depreciation	$	5,039,167
*Because tax adjustments are calculated annually, the above table reflects the tax adjustments outstanding at the
Fund's previous fiscal year end.  For the previous fiscal year's federal income tax information, please refer to the
Notes to Financial Statements section in the Fund's most recent annual report.
Summary of Fair Value Measurements at January 31, 2011 (Unaudited)
The Fund has adopted authoritative fair valuation 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.
The Fund’s investments are valued at market value or, in the absence of a market value, at fair value as determined in good faith by the
Advisor and the Trust’s Valuation Committee pursuant to procedures approved by or under the direction of the Board.  Pursuant to
those procedures, the Board considers, among other things; the last sale price on the securities exchange, if any, on which a security is
primarily traded; the mean between the bid and asked prices; price quotations form an approved pricing service, and other factors as
necessary to determine a fair value under certain circumstances.  The Fund’s securities which are traded on securities exchanges
are valued at the last sale price on the exchange on which such securities are traded, as of the close of business on the day the securities
are being valued or, lacking any reported sales, at the mean between the last available bid and asked price.  Securities that are traded
on more than one exchange are valued on the exchange determined by the Advisor to be the primary market.  Securities primarily traded
in the National Association of Securities Dealers Automated Quotation (“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 or if there has been
no sale on such day, at the mean between the bid and asked prices.  Over-the-counter (“OTC”) securities which are not traded in the
NASDAQ Global Market System shall be valued at the most recent trade price.  Short-term debt obligations with remaining maturities
in excess of 60 days are valued at current market prices, as discussed above.  Short-term securities with 60 days or less remaining to
maturity are, unless conditions indicate otherwise, amortized to maturity based on their cost to a Fund if acquired within 60 days of maturity
or, if already held by the Fund on the 60th day, based on the value determined on the 61st day.  All other assets of the Funds are valued in
such manner as the Board in good faith deems appropriate to reflect their fair value.
A variety of factors may be considered in determining the fair value of securities, which may include consideration of the following:
yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value
from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis,
including the obligor's credit characteristics considered relevant. These securities are classified as Level 2 or as Level 3 depending
on the priority of the significant inputs.
These inputs are summarized in the three broad levels listed below:
Level 1 -	Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.
Level 2 -	Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or
	indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar
	instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 -	Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the
	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.
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 Fund's net assets as of January 31, 2011 (Unaudited):

	Level 1		Level 2		Level 3		Total
Equity Securities
Australia	$	718,822	$	—	$	—	$	718,822
Belgium		170,429		—		—		170,429
Bermuda		124,568		—		—		124,568
Brazil		95,494		—		—		95,494
Canada		581,610		—		—		581,610
China		154,733		—		—		154,733
Denmark		193,589		—		—		193,589
France		450,837		—		—		450,837
Germany		707,501		—		—		707,501
Hong Kong		128,247		—		—		128,247
India		151,467		—		—		151,467
Israel		232,754		—		—		232,754
Japan		1,041,805		—		—		1,041,805
Jersey		425,452		—		—		425,452
Mexico		378,435		—		—		378,435
Netherlands		421,950		—		—		421,950
Philippines		112,197		—		—		112,197
Russia		123,755		—		—		123,755
Singapore		322,208		—		—		322,208
South Korea		225,941		—		—		225,941
Sweden		207,600		—		—		207,600
Switzerland		784,354		—		—		784,354
Taiwan		262,839		—		—		262,839
Turkey		77,132		—		—		77,132
United Kingdom		1,875,961		—		—		1,875,961
Total Equity Securities		9,969,680		—		—		9,969,680
Closed-End Funds		53,760		—		—		53,760
Open-End Funds		12,888,800		—		—		12,888,800
Preferred Securities		172,267		—		—		172,267
Short-Term Securities		451,700		—		—		451,700
Total Investments in Securities	$	23,536,207		—		—	$	23,536,207

Transfers between levels are recognized at the end of the reporting period.  There were no transfers of securities between levels during

the reporting period.

ActivePassive Global Bond Fund
Schedule of Investments
January 31, 2011 (Unaudited)
			Fair
	Shares		Value
EXCHANGE-TRADED FUNDS - 46.36%
SPDR Barclays Capital International Treasury Bond ETF		54,496	$	3,211,994
Vanguard Total Bond Market ETF		39,353		3,161,620
TOTAL EXCHANGE-TRADED FUNDS (Cost $6,156,236)				6,373,614
OPEN-END FUNDS - 52.17%
Loomis Sayles Global Bond Fund		321,700		5,346,662
Oppenheimer International Bond Fund		282,644		1,825,880
TOTAL OPEN-END FUNDS (Cost $6,866,234)				7,172,542
SHORT-TERM INVESTMENTS - 0.62%
Investment Companies - 0.62%
Fidelity Institutional Money Market Portfolio - Select Class, 0.16% (a)		85,022		85,022
TOTAL SHORT-TERM INVESTMENTS (Cost $85,022)				85,022
Total Investments  (Cost $13,107,492) - 99.15%				13,631,178
Other Assets in Excess of Liabilities - 0.85%				116,246
TOTAL NET ASSETS - 100.00%			$	13,747,424

Footnotes
Percentages are stated as a percent of net assets.
(a)	Rate shown is the 7-day yield as of January 31, 2011.
The cost basis of investments for federal income tax purposes at January 31, 2011 was as follows*:
	Cost of investments	$	13,144,907
	Gross unrealized appreciation		563,882
	Gross unrealized depreciation		(77,611	)
	Net unrealized depreciation	$	486,271
*Because tax adjustments are calculated annually, the above table reflects the tax adjustments outstanding at the
Fund's previous fiscal year end.  For the previous fiscal year's federal income tax information, please refer to the
Notes to Financial Statements section in the Fund's most recent annual report.
Summary of Fair Value Measurements at January 31, 2011 (Unaudited)
The Fund has adopted authoritative fair valuation 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.

The Fund’s investments are valued at market value or, in the absence of a market value, at fair value as determined in good faith by the
Advisor and the Trust’s Valuation Committee pursuant to procedures approved by or under the direction of the Board.  Pursuant to
those procedures, the Board considers, among other things; the last sale price on the securities exchange, if any, on which a security is
primarily traded; the mean between the bid and asked prices; price quotations form an approved pricing service, and other factors as
necessary to determine a fair value under certain circumstances.  The Fund’s securities which are traded on securities exchanges
are valued at the last sale price on the exchange on which such securities are traded, as of the close of business on the day the securities
are being valued or, lacking any reported sales, at the mean between the last available bid and asked price.  Securities that are traded
on more than one exchange are valued on the exchange determined by the Advisor to be the primary market.  Securities primarily traded
in the National Association of Securities Dealers Automated Quotation (“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 or if there has been
no sale on such day, at the mean between the bid and asked prices.  Over-the-counter (“OTC”) securities which are not traded in the
NASDAQ Global Market System shall be valued at the most recent trade price.  Short-term debt obligations with remaining maturities
in excess of 60 days are valued at current market prices, as discussed above.  Short-term securities with 60 days or less remaining to
maturity are, unless conditions indicate otherwise, amortized to maturity based on their cost to a Fund if acquired within 60 days of maturity
or, if already held by the Fund on the 60th day, based on the value determined on the 61st day.  All other assets of the Funds are valued in
such manner as the Board in good faith deems appropriate to reflect their fair value.
A variety of factors may be considered in determining the fair value of securities, which may include consideration of the following:
yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value
from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis,
including the obligor's credit characteristics considered relevant. These securities are classified as Level 2 or as Level 3 depending
on the priority of the significant inputs.
These inputs are summarized in the three broad levels listed below:
Level 1 -	Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.
Level 2 -	Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or
	indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar
	instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 -	Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the
	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.
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 Fund's net assets as of January 31, 2011 (Unaudited):

	Level 1		Level 2		Level 3		Total
Exchange-Traded Funds	$	6,373,614	$	—	$	—	$	6,373,614
Open-End Funds		7,172,542		—		—		7,172,542
Short-Term Securities		85,022		—		—		85,022
Total Investments in Securities	$	13,631,178	$	—	$	—	$	13,631,178

Transfers between levels are recognized at the end of the reporting period.  There were no transfers of securities between levels during

the reporting period.

ActivePassive Intermediate Taxable Bond Fund
Schedule of Investments
January 31, 2011 (Unaudited)
	Principal		Fair
	Amount		Value
ASSET BACKED SECURITIES - 2.95%
Bank of America Credit Card Trust, 0.326%, 04/15/2016 (b)	$	100,000	$	99,424
Bank of America Auto Trust, 0.91%, 10/15/2012 (b)		55,000		55,091
Capital Auto Receivables Asset Trust., 4.68%, 10/15/2012		42,243		42,892
Chase Issuance Trust, 0.336%, 07/15/2014 (b)		85,000		84,864
Chrysler Financial Auto Securitization, 2.82%, 01/15/2016		58,286		59,182
Daimler Chrysler Auto Trust, 4.71%, 09/10/2012		22,586		22,773
Household Automotive Trust, 5.33%, 11/17/2013		32,891		33,193
Hyundai Auto Receivables Trust, 2.03%, 08/15/2013		40,000		40,422
MBNA Master Credit Card Trust, 0.426%, 08/15/2014		40,000		39,969
Nissan Auto Lease Trust,
2.07%, 01/15/2015		50,000		50,284
2.92%, 12/15/2011		44,830		45,024
Nissan Auto Receivables Owner Trust, 0.87%, 07/15/2014 (b)		65,000		64,957
USAA Auto Owner Trust, 1.54%, 02/18/2014 (b)		63,214		63,645
World Omni Auto Receivables Trust, 2.21%, 05/15/2015		60,000		61,285
TOTAL ASSET BACKED SECURITIES (Cost $760,032)				763,005
CORPORATE BONDS - 12.42%
Accommodation & Food Services - 0.17%
Starbucks Corp., 6.25%, 08/15/2017		40,000		45,155
Finance & Insurance - 5.14%
AMB Property LP, 7.50%, 06/30/2018		35,000		39,967
American International Group, Inc., 5.85%, 01/16/2018		20,000		20,928
Bank of America Corp.,
5.750%, 08/15/2016		30,000		31,895
7.375%, 05/15/2014		55,000		62,624
7.625%, 06/01/2019		70,000		80,846
BB&T Corp.,
3.10%, 07/28/2011		40,000		40,431
3.95%, 04/29/2016		70,000		72,878
Caterpillar Financial Services Corp., 4.85%, 12/07/2012		20,000		21,437
The Charles Schwab Corp., 4.95%, 06/01/2014		55,000		59,917
General Electric Capital Corp.,
5.40%, 02/15/2017		50,000		54,214
5.45%, 01/15/2013		70,000		75,471
5.625%, 09/15/2017		15,000		16,477
Goldman Sachs Group, Inc.,
5.375%, 03/15/2020		40,000		41,245
5.75%, 10/01/2016		45,000		49,505
HCP, Inc. 5.375%, 02/01/2021		50,000		50,460
HSBC Finance Corp., 5.00%, 06/30/2015		70,000		74,733
JP Morgan Chase & Co.,
3.70%, 01/20/2015		70,000		72,788
4.75%, 03/01/2015		25,000		26,970
MetLife, Inc.,
6.75%, 06/01/2016		25,000		29,139
6.817%, 08/15/2018		40,000		46,735
National Rural Utilities Cooperative Finance Corp., 7.25%, 03/01/2012		20,000		21,394
PNC Financial Services Group, Inc., 6.00%, 12/07/2017		35,000		39,004
Prudential Financial, Inc., 5.15%, 01/15/2013		55,000		58,595
UnitedHealth Group, Inc., 4.875%, 04/01/2013		45,000		48,272
Vornado Realty LP, 4.25%, 04/01/2015		45,000		46,073
Wachovia Corp., 5.75%, 06/15/2017		45,000		50,352
Wells Fargo & Co., 5.625%, 12/11/2017		85,000		94,553
				1,326,903

	Principal		Fair
	Amount		Value
Information - 1.76%
AT&T, Inc.,
5.50%, 02/01/2018	$	65,000	$	71,710
5.625%, 06/15/2016		65,000		73,191
Comcast Corp., 5.70%, 07/01/2019		60,000		65,542
Verizon Communications, Inc., 5.50%, 02/15/2018		85,000		93,596
Vodafone Group Plc,
5.00%, 12/16/2013 (a)		50,000		54,461
5.625%, 02/27/2017 (a)		85,000		95,237
				453,737
Manufacturing - 1.70%
ArcelorMittal, 9.85%, 06/01/2019 (a)		40,000		51,418
Coca Cola Enterprises, Inc.
5.00%, 08/15/2013		25,000		27,395
7.375%, 03/03/2014		25,000		29,263
Conagra Foods, Inc., 5.875%, 04/15/2014		40,000		44,343
ConocoPhillips, 5.625%, 10/15/2016 (a)		70,000		79,861
General Mills Inc., 6.00%, 02/15/2012		55,000		57,771
H.J. Heinz Co., 5.35%, 07/15/2013		45,000		49,307
Kraft Foods Inc., 5.625%, 11/01/2011		10,000		10,355
Valero Energy Corp., 9.375%, 03/15/2019		35,000		44,566
Wyeth, 5.50%, 02/01/2014		40,000		44,498
				438,777
Mining - 1.48%
Barrick Gold Finance Co.,
4.875%, 11/15/2014 (a)		30,000		33,073
6.125%, 09/15/2013 (a)		50,000		55,978
BHP Billiton Ltd., 6.50%, 04/01/2019 (a)		40,000		47,443
Enterprise Products Operations LLC, 6.50%, 01/31/2019		40,000		45,623
Marathon Oil Corp., 6.50%, 02/15/2014		50,000		57,490
Occidental Petroleum Corp., 7.00%, 11/01/2013		40,000		46,296
Rio Tinto Financial USA Ltd, 8.95%, 05/01/2014 (a)		35,000		42,553
Shell International, 4.00%, 03/21/2014 (a)		50,000		53,716
				382,172
Professional, Scientific, & Technical Services - 0.24%
Electronic Data Systems Corp., 6.00%, 08/01/2013		55,000		61,260
Retail Trade - 0.57%
CVS Caremark Corp., 6.125%, 08/15/2016		35,000		40,020
Kroger Co.,
5.00%, 04/15/2013		15,000		16,144
7.50%, 01/15/2014		30,000		34,576
Safeway, Inc., 6.35%, 08/15/2017		50,000		56,137
				146,877
Transportation & Warehousing - 0.56%
Boardwalk Pipelines LLC, 5.50%, 02/01/2017		50,000		53,313
Norfolk Southern Corp., 5.75%, 01/15/2016		40,000		44,997
Vale Overseas Ltd, 5.625%, 09/15/2019 (a)		45,000		47,850
				146,160
Utilities - 0.80%
Alabama Power Co., 4.85%, 12/15/2012		40,000		42,844
Columbus Southern Power Co., 5.50%, 03/01/2013		25,000		27,121
Dominion Resources Inc., 5.00%, 03/15/2013		45,000		48,322
Peco Energy Co., 4.75%, 10/01/2012		45,000		47,815
Sempra Energy, 6.50%, 06/01/2016		35,000		40,559
				206,661
TOTAL CORPORATE BONDS (Cost $3,084,738)				3,207,702

			Fair
	Shares		Value
EXCHANGE-TRADED FUNDS - 59.54%
Vanguard Total Bond Market ETF		191,469	$	15,382,619
TOTAL EXCHANGE-TRADED FUNDS (Cost $15,140,786)				15,382,619
	Principal
	Amount
FOREIGN GOVERNMENT AGENCY ISSUES - 0.17%
European Investment Bank, 4.25%, 07/15/2013 (a)	$	40,000		43,002
TOTAL FOREIGN GOVERNMENT AGENCY ISSUES (Cost $41,755)				43,002
U.S. GOVERNMENT AGENCY ISSUES - 6.75%
FAMCA, 6.71%, 07/28/2014		20,000		23,629
FHLB, 5.00%, 11/17/2017		215,000		242,976
FHLMC, 1.125%, 07/27/2012		200,000		201,969
FHLMC, Pool 1G0731, 5.42%, 02/01/2036 (b)		13,568		14,143
FNCL, Pool 26869, 5.00%, 02/15/2040		35,000		36,712
FNMA, 1.50%, 06/26/2013		700,000		711,038
FNMA, 2.375%, 07/28/2015		335,000		339,978
FNMA, Pool 888763, 5.131%, 10/01/2037 (b)		35,273		37,329
FNMA, Pool 913253, 5.834%, 03/01/2037 (b)		60,919		64,578
FNMA, Pool 899717, 6.00%, 09/01/2037		52,421		57,021
GNMA, Pool 781468, 6.50%, 07/15/2032		6,741		7,635
GNMA, Pool 781159, 7.50%, 04/15/2030		4,983		5,799
GNMA, Pool 543435, 7.50%, 11/15/2030		413		481
GNMA, Pool 781187, 8.00%, 06/15/2030		1,586		1,891
TOTAL U.S. GOVERNMENT AGENCY ISSUES (Cost $1,715,193)				1,745,179
U.S. TREASURY OBLIGATIONS - 14.35%
U.S. Treasury Inflation Index - 1.31%
1.25%, 07/15/2020		331,086		340,139
U.S. Treasury Note - 13.04%
0.625%, 07/31/2012		225,000		225,740
1.00%, 07/15/2013		845,000		850,346
1.75%, 11/15/2011		75,000		75,894
1.875%, 06/30/2015		525,000		529,635
2.50%, 06/30/2017		600,000		598,969
2.75%, 02/28/2013		255,000		266,475
2.75%, 02/15/2019		740,000		729,710
3.50%, 05/15/2020		90,000		91,807
				3,368,576
TOTAL U.S. TREASURY OBLIGATIONS (Cost $3,684,619)				3,708,715
	Shares
SHORT-TERM INVESTMENTS - 2.63%
Investment Companies - 2.63%
Fidelity Institutional Money Market Portfolio - Select Class, 0.16% (c)		679,027	$	679,027
TOTAL SHORT-TERM INVESTMENTS (Cost $679,027)				679,027
Total Investments  (Cost $25,106,150) - 98.81%				25,529,249
Other Assets in Excess of Liabilities - 1.19%				306,622
TOTAL NET ASSETS - 100.00%			$	25,835,871

Footnotes
Percentages are stated as a percent of net assets.
FAMCA	Federal Agricultural Mortgage Corp.
FHLB	Federal Home Loan Bank
FHLMC	Federal Home Loan Mortgage Corp.
FNCL	Fannie Mae
FNMA	Federal National Mortgage Assoc.
GNMA	Government National Mortgage Assoc.
(a)	Foreign Issued Security
(b)	Variable rate securities, the coupon rate shown is the effective interest rate as of January 31, 2011.
(c)	Rate shown is the 7-day yield as of January 31, 2011.
The cost basis of investments for federal income tax purposes at January 31, 2011 was as follows*:
	Cost of investments	$	25,114,883
	Gross unrealized appreciation		516,518
	Gross unrealized depreciation		(102,152	)
	Net unrealized depreciation	$	414,366
*Because tax adjustments are calculated annually, the above table reflects the tax adjustments outstanding at the
Fund's previous fiscal year end.  For the previous fiscal year's federal income tax information, please refer to the
Notes to Financial Statements section in the Fund's most recent annual report.

Summary of Fair Value Measurements at January 31, 2011 (Unaudited)
The Fund has adopted authoritative fair valuation 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.
The Fund’s investments are valued at market value or, in the absence of a market value, at fair value as determined in good faith by the
Advisor and the Trust’s Valuation Committee pursuant to procedures approved by or under the direction of the Board.  Pursuant to
those procedures, the Board considers, among other things; the last sale price on the securities exchange, if any, on which a security is
primarily traded; the mean between the bid and asked prices; price quotations form an approved pricing service, and other factors as
necessary to determine a fair value under certain circumstances.  The Fund’s securities which are traded on securities exchanges
are valued at the last sale price on the exchange on which such securities are traded, as of the close of business on the day the securities
are being valued or, lacking any reported sales, at the mean between the last available bid and asked price.  Securities that are traded
on more than one exchange are valued on the exchange determined by the Advisor to be the primary market.  Securities primarily traded
in the National Association of Securities Dealers Automated Quotation (“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 or if there has been
no sale on such day, at the mean between the bid and asked prices.  Over-the-counter (“OTC”) securities which are not traded in the
NASDAQ Global Market System shall be valued at the most recent trade price.  Short-term debt obligations with remaining maturities
in excess of 60 days are valued at current market prices, as discussed above.  Short-term securities with 60 days or less remaining to
maturity are, unless conditions indicate otherwise, amortized to maturity based on their cost to a Fund if acquired within 60 days of maturity
or, if already held by the Fund on the 60th day, based on the value determined on the 61st day.  All other assets of the Funds are valued in
such manner as the Board in good faith deems appropriate to reflect their fair value.
A variety of factors may be considered in determining the fair value of securities, which may include consideration of the following:
yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value
from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis,
including the obligor's credit characteristics considered relevant. These securities are classified as Level 2 or as Level 3 depending
on the priority of the significant inputs.
These inputs are summarized in the three broad levels listed below:
Level 1 -	Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.
Level 2 -	Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or
	indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar
	instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 -	Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the
	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.
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 Fund's net assets as of January 31, 2011 (Unaudited):

	Level 1		Level 2		Level 3		Total
Asset Backed Securities	$	—	$	763,005	$	—	$	763,005
Corporate Bond Securities		—		3,207,702		—		3,207,702
Exchange-Traded Funds		15,382,619		—		—		15,382,619
Foreign Government Agency Issues		—		43,002		—		43,002
U.S. Government Agency Issues		—		1,745,179		—		1,745,179
U.S. Treasury Obligations		—		3,708,715		—		3,708,715
Short-Term Securities		679,027		—		—		679,027
Total Investments in Securities		16,061,646		9,467,603		—		25,529,249
Transfers between levels are recognized at the end of the reporting period. There were no transfers of securities between levels during
the reporting period.

ActivePassive Intermediate Municipal Bond Fund
Schedule of Investments
January 31, 2011 (Unaudited)
	Principal		Fair
	Amount		Value
MUNICIPAL BONDS - 58.78%
Arizona - 1.07%
City of Phoenix Civic Improvement Corporation, 5.50%, 07/01/2018	$	125,000	$	144,545
California - 10.65%
California Health Facilities Financing Authority, 5.50%, 07/01/2025		200,000		197,446
San Francisco Bay Area Toll Authority, 5.00%, 04/01/2021		250,000		263,207
State of California Department of Water Resources,
5.00%, 05/01/2018		100,000		111,689
5.00%, 05/01/2021		150,000		161,608
State of California Economic Recovery, 5.00%, 07/01/2020		150,000		161,062
State of California Various Purpose,
5.00%, 03/01/2026		300,000		286,134
5.25%, 04/01/2022		100,000		102,934
The Regents of the University of California Limited Project, 5.00%, 05/15/2021		150,000		159,690
				1,443,770
Colorado - 0.76%
Colorado Regional Transportation Disctrict, 5.00%, 12/01/2021		100,000		103,321
Connecticut - 2.16%
State of Connecticut Health & Education Facilities Authority, 5.50%, 11/01/2016		250,000		293,102
Florida - 2.12%
Florida State Turnpike Authority, 5.00%, 07/01/2020		150,000		155,969
State of Florida Board of Education, 5.00%, 06/01/2022		125,000		131,223
				287,192
Georgia - 1.04%
Metropolitan Atlanta Rapid Transit Authority, 5.00%, 07/01/2017		125,000		141,661
Illinois - 2.51%
State of Illinois, Build Illinois, 5.00%, 06/15/2022		200,000		201,620
University of Illinois, 5.50%, 04/01/2019		125,000		138,398
				340,018
Massachusetts - 4.19%
Massachusetts Bay Transportation Authority,  5.00%, 07/01/2024		400,000		433,828
Massachusetts Water Pollution Abatement Trust, 5.00%, 08/01/2018		125,000		134,036
				567,864
Michigan - 2.70%
Michigan State Hospital Finance Authority,  5.00%, 11/15/2021		200,000		206,004
Michigan State Trunk Line Fund, 5.00%, 09/01/2019		150,000		160,683
				366,687
New Jersey - 3.98%
New Jersey Economic Development Authority, 5.00%, 03/01/2017		150,000		162,903
New Jersey Environmental Infrastructure, 5.00%, 09/01/2023		350,000		376,509
				539,412
New York - 6.11%
City of New York General Obligation, 5.00%, 08/01/2022		400,000		423,836
New York City Transitional Finance Authority, 5.00%, 08/01/2020		125,000		136,320
New York State Thruway Authority,
5.00%, 04/01/2017		100,000		109,731
5.00%, 03/15/2021		150,000		158,579
				828,466

	Principal		Fair
	Amount		Value
North Carolina - 1.39%
North Carolina Eastern Municipal Power Agency, 5.25%, 01/01/2020	$	50,000	$	52,356
State of North Carolina Capital Improvement, 5.00%, 05/01/2021		125,000		136,635
				188,991
Ohio - 2.94%
State of Ohio General Obligation,  5.00%, 08/01/2017		350,000		398,328
Oklahoma - 1.63%
Oklahoma Water Resources Board, 5.00%, 04/01/2022		200,000		220,382
Oregon - 2.92%
State of Oregon Department of Administrative Services, 5.00%, 04/01/2019		350,000		396,263
Texas - 7.28%
City of Houston Public Improvement, 5.00%, 03/01/2018		200,000		224,384
City of Houston Texas Combined Utility System, 5.25%, 05/15/2017		100,000		114,270
City of San Antonio Electric & Gas, 5.00%, 02/01/2021		150,000		160,731
Texas Public Finance Authority, 5.00%, 07/01/2019		200,000		214,484
Texas Transportation Commission State Highway, 5.00%, 04/01/2018		100,000		110,703
University of Texas System Board of Regents  5.00%, 08/15/2022		150,000		162,056
				986,628
Utah - 1.15%
Intermountain Power Agency of Utah, 5.25%, 07/01/2020		150,000		155,487
Washington - 2.53%
Energy Northwest,
5.00%, 07/01/2016		125,000		142,693
5.50%, 07/01/2017		185,000		201,076
				343,769
Wisconsin - 1.65%
State of Wisconsin Transportation,  5.00%, 07/01/2019		200,000		223,698
TOTAL MUNICIPAL BONDS (Cost $7,950,575)				7,969,584
	Shares		Value
EXCHANGE-TRADED FUNDS - 40.46%
iShares S&P National Municipal Bond Fund		27,719		2,743,349
SPDR Barclays Capital Municipal Bond ETF		127,343		2,742,077
TOTAL EXCHANGE-TRADED FUNDS (Cost $5,587,749)				5,485,426
Total Investments  (Cost $13,538,324) - 99.24%				13,455,010
Other Assets in Excess of Liabilities - 0.76%				102,662
TOTAL NET ASSETS - 100.00%			$	13,557,672

Footnotes
Percentages are stated as a percent of net assets.
The cost basis of investments for federal income tax purposes at January 31, 2011 was as follows*:
	Cost of investments	$	13,542,476
	Gross unrealized appreciation		113,207
	Gross unrealized depreciation		(200,673	)
	Net unrealized depreciation	$	(87,466	)
*Because tax adjustments are calculated annually, the above table reflects the tax adjustments outstanding at the
Fund's previous fiscal year end.  For the previous fiscal year's federal income tax information, please refer to the
Notes to Financial Statements section in the Fund's most recent annual report.
Summary of Fair Value Measurements at January 31, 2011 (Unaudited)
The Fund has adopted authoritative fair valuation 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.
The Fund’s investments are valued at market value or, in the absence of a market value, at fair value as determined in good faith by the
Advisor and the Trust’s Valuation Committee pursuant to procedures approved by or under the direction of the Board.  Pursuant to
those procedures, the Board considers, among other things; the last sale price on the securities exchange, if any, on which a security is
primarily traded; the mean between the bid and asked prices; price quotations form an approved pricing service, and other factors as
necessary to determine a fair value under certain circumstances.  The Fund’s securities which are traded on securities exchanges
are valued at the last sale price on the exchange on which such securities are traded, as of the close of business on the day the securities
are being valued or, lacking any reported sales, at the mean between the last available bid and asked price.  Securities that are traded
on more than one exchange are valued on the exchange determined by the Advisor to be the primary market.  Securities primarily traded
in the National Association of Securities Dealers Automated Quotation (“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 or if there has been
no sale on such day, at the mean between the bid and asked prices.  Over-the-counter (“OTC”) securities which are not traded in the
NASDAQ Global Market System shall be valued at the most recent trade price.  Short-term debt obligations with remaining maturities
in excess of 60 days are valued at current market prices, as discussed above.  Short-term securities with 60 days or less remaining to
maturity are, unless conditions indicate otherwise, amortized to maturity based on their cost to a Fund if acquired within 60 days of maturity
or, if already held by the Fund on the 60th day, based on the value determined on the 61st day.  All other assets of the Funds are valued in
such manner as the Board in good faith deems appropriate to reflect their fair value.
A variety of factors may be considered in determining the fair value of securities, which may include consideration of the following:
yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value
from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis,
including the obligor's credit characteristics considered relevant. These securities are classified as Level 2 or as Level 3 depending
on the priority of the significant inputs.
These inputs are summarized in the three broad levels listed below:
Level 1 -	Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.
Level 2 -	Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or
	indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar
	instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 -	Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the
	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.
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 Fund's net assets as of January 31, 2011 (Unaudited):

	Level 1		Level 2		Level 3		Total
Municipal Bonds	$	—	$	7,969,584	$	—	$	7,969,584
Exchange-Traded Funds		5,485,426		—		—		5,485,426
Total Investments in Securities	$	5,485,426	$	7,969,584	$	—	$	13,455,010
Transfers between levels are recognized at the end of the reporting period. There were no transfers of securities between levels during
the reporting period.

Item 2. Controls and Procedures.

(a)   The Registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) (17 CFR 270.30a-3(c)) are effective as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rule 13a-15(b) or Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(d)).

(b)   There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) (17 CFR 270.30a-3(d)) that occurred during the Registrant's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 3. Exhibits.

Separate certifications for each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)).  Filed herewith.

SIGNATURES

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

(Registrant)    Advisors Series Trust                            

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

Douglas G. Hess, President

Date    3/21/2011                                                                

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

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

Douglas G. Hess, President

Date    3/21/2011                                                               

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

Cheryl L. King, Treasurer

Date    3/21/2011                                                               

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