N-CSR 1 coldstream_093011ncsr.htm ANNUAL CERTIFIED SHAREHOLDER REPORT coldstream_093011ncsr.htm


As filed with the Securities and Exchange Commission on December 6, 2011
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES




Investment Company Act file number  811-07959



Advisors Series Trust
(Exact name of registrant as specified in charter)



615 East Michigan Street
Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)


Douglas G. Hess, President
Advisors Series Trust
c/o U.S. Bancorp Fund Services, LLC
777 East Wisconsin Avenue, 5th Floor
Milwaukee, WI 53202
(Name and address of agent for service)



(414) 765-6609
(Registrant's telephone number, including area code)



Date of fiscal year end:  March 31, 2012



Date of reporting period:  September 30, 2011
 
 
 
 
 

 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
______________________________________________
 
 
COLDSTREAM DIVIDEND GROWTH FUND
 
______________________________________________
 
 

 
 
 
 
 
 
 
Semi-annual Report
September 30, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
 
 

 
 
Item 1. Reports to Stockholders.
 
September 30, 2011
 
Dear Fellow Shareholder:
 
We began our second fiscal year on April 1st with a sense of optimism. The economy was in recovery mode, inflation and interest rates were low, and valuations seemed compelling. This optimism was borne out until we entered the mid-summer period.
 
In July, the markets began to focus on the dysfunction in Washington and the well-publicized European debt issues. This caused the U. S. Markets to ignore reasonably good fundamentals, and instead, trade based upon the “headline of the day.” The markets became extremely volatile and between July 8th and September 30th, which encompassed 60 trading days, we had 33 days where the S&P 500® Index moved up or down by more than 1%.
 
Investing in a highly volatile market environment tends to cause anxiety among investors, which leads them to just “step away,” and move assets to cash and short term fixed income investments, which are perceived to be less risky.  In spite of the difficult environment, your Fund was well positioned and significantly outperformed its benchmark, the Russell 1000 Value® Index, over the six month period.
 
Performance for the period from April 1, 2011 to September 30, 2011 was as follows:
 
  
 
 
CMDGX
Fund
 Russell 1000  
Value®  Index
S&P 500®
Index
  Six Months
-11.86%
-16.62%
-13.78%
  Last Quarter
-13.64%
-16.20%
-13.87%
 1 Year and Since
  Inception
  (9/30/10)
-1.59%
-1.89%
1.14%
 
Gross Expense Ratio: 1.47% (as of 7.29.2011 prospectus)
 
Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by visiting recent month end may be obtained by visiting recent month end may be obtained by visiting www.coldstream.com or calling 1-877-476-1909
 
 
 
 
-2-

 
 
On a relative basis, high quality dividend paying stocks have out-performed the overall market. The primary goal of the Fund seeks dividend income while maintaining exposure to the market.  Our strategy is to invest in companies with an ability and propensity to increase their dividends over time. Of the 39 current holdings, all but American Express increased their dividend over the previous 12 month period. Also, while the Fund does not invest directly for yield, we are pleased with how the dividend yield is positioned in relationship to the dividend yield of the S&P 500® Index and the Russell 1000 Value® Index.
 
The out-performance of the Fund versus the benchmark Russell 1000 Value®  index during the semi-annual period is largely attributable to the absence of bank stocks within the Fund.  We currently only hold 1 bank stock, JP Morgan Chase, which represents 1.9% of assets. In contrast, the benchmark index has 6 banks in the top 26 holdings representing 8.1% of assets. Also, consumer and technology stocks have held up relatively well. Our holdings of Altria, Coca Cola, Colgate-Palmolive, Hormel Foods, Intel, IBM, McCormick, McDonald’s, Microchip Technology, Microsoft, Phillip Morris, Procter & Gamble, Target and Xilinx have all had relative outperformance and are above their cost.  Negatively impacting performance during the semi-annual period were economically sensitive stocks that traded down on fears of a global slowdown. Examples would be Dow Chemical, MMM, and Applied Materials.
 
 
Listed below are the Fund’s top 10 holdings as of the end of September:
 
Company
Percent (%) Weighting
 Annualized Yield
  Abbot Labs
3.5
3.8
  Conoco Phillips
3.5
4.2
  IBM
3.3
1.7
  Microsoft
3.1
3.1
  McDonald’s
3.1
3.2
  Becton Dickinson
3.0
3.2
  Norfolk Southern
2.9
2.2
  CSX Corp
2.8
2.8
  PepsiCo
2.6
3.3
  Medtronic
2.6
2.9
 

 
 
-3- 

 
 
The last quarter was one of the worst quarters in many years. Sentiment changed dramatically over a very short period of time. We responded to this environment by reducing risk and moving to lower beta stocks and increasing our cash position.  At the end of September, cash represented 12.0% of the Fund’s portfolio.
 
Many times in the past, October has proven to be a month where weak markets find a bottom. As we look forward to year-end, we are optimistic that markets may begin to focus on fundamentals which would suggest that markets may be poised to move higher. Based on the current consensus, the S&P 500® Index’s earnings for 2011 will be about $95, which means that  the market is currently trading at a price earnings multiple (P/E) of only 11.9.  With inflation and interest rates relatively benign, it should be possible to see a much higher market.
 
We thank you for investing with us in what has been a very difficult period and are pleased we have been able to significantly outperform our benchmark.
 
Sincerely,
 
Signature
Robert D. Frazier
Chief Investment Officer and Portfolio Manager
 
Past performance is not a guarantee of future results.
 
Mutual fund investing involves risk.  Principal loss is possible.  The Fund may invest in foreign securities which involve greater volatility and political, economic and currency risks and differences in accounting methods.  Investments in smaller companies involve additional risks such as limited liquidity and greater volatility.
 
Investment performance reflects fee waivers.  In the absence of these waivers, returns would be lower.
 
Fund holdings and sector allocations are subject to change at any time and should not be considered a recommendation to buy or sell any security.  Please see the Schedule of Investments in this report for complete fund holdings.
 
 
 
 
-4- 

 
 
The information provided herein represents the opinion of Coldstream Capital Management and is not intended to be a forecast of future events, a guarantee of future results, nor investment advice.
 
The S&P 500® Index, an unmanaged index, consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value weighted index (stock price times number of shares outstanding), with each stock's weight in the Index proportionate to its market value. The Russell 1000 Value® Index measures the performance of those Russell 1000® companies with lower price-to-book ratios and lower forecasted growth values.
 
You cannot invest directly in an index.
 
Annualized Yield- An annualized rate of return is the return on an investment over a period other than one year (such as a month, or two years) multiplied or divided to give a comparable one-year return. For instance, a one-month ROI of 1% could be stated as an annualized rate of return of 12%. Or a two-year ROI of 10% could be stated as an annualized rate of return of 5%.  Beta measures the sensitivity of rates of return on a fund to general market movements. The Price to Earnings (P/E) Ratio is a common tool for comparing the prices of different common stocks and is calculated by dividing the current market price of a stock by the earnings per share.
 
The information contained in this report is authorized for use when preceded or accompanied by a prospectus for the Coldstream Dividend Growth Fund, which includes more complete information on the charges and expenses related to an ongoing investment in the Fund.  Please read the prospectus carefully before you invest or send money.
 
The Fund is distributed by Quasar Distributors, LLC.
 
 
 
 
-5- 

 
 
Coldstream Dividend Growth Fund
EXPENSE EXAMPLE at September 30, 2011 (Unaudited)  
 
Shareholders in mutual funds generally incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution and/or service fees; and other Fund expenses. The Coldstream Dividend Growth Fund is a no-load mutual fund and has no shareholder transaction expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (4/1/11 – 9/30/11).
 
Actual Expenses
The first line of the table below provides information about actual account values and actual expenses, with actual net expenses being limited to 1.25% per the operating expenses limitation agreement. Although the Fund charges no sales load or transaction fees, you will be assessed fees for outgoing wire transfers, returned checks, and stop payment orders at prevailing rates charged by U.S. Bancorp Fund Services, LLC, the Fund’s transfer agent. The Example below includes, but is not limited to, management fees, fund accounting, custody and transfer agent fees. You may use the information in the first line of the table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period'' to estimate the expenses you paid on your account during this period.
 
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the
 
 
 
 
-6- 

 
 
Coldstream Dividend Growth Fund
EXPENSE EXAMPLE at September 30, 2011 (Unaudited)  (continued)
 
shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and will not help you determine the relative total costs of owning different funds, as they may charge transactional costs, such as sales charges (loads), redemption fees, or exchange fees.
 
 
 
Beginning
Account
Value 4/1/11
 
Ending
Account
Value
9/30/11
 
Expenses Paid
During Period*
4/1/11 – 9/30/11
 
 
 
 
 
 
 
 
Actual
$ 1,000.00   $    881.40   $ 5.88  
Hypothetical (5% return before expenses)
$ 1,000.00   $ 1,018.75   $ 6.31  
 
 
*Expenses are equal to the Fund’s annualized expense ratio of 1.25%, multiplied by the average account value over the period, multiplied by 183 (days in most recent fiscal half-year)/366 days to reflect the one-half year expense.
 
 
 
-7- 

 
 
Coldstream Dividend Growth Fund
Sector Allocation of Portfolio Assets at September 30, 2011 (Unaudited)
 
 
 
Pie Chart - Page 8
 
 
Percentages represent market value as a percentage of total investments.
 
 
 
 
-8- 

 
 
Coldstream Dividend Growth Fund
SCHEDULE OF INVESTMENTS at September 30, 2011  (Unaudited)
Shares
 
COMMON STOCKS - 88.16%
Value
   
Aerospace Product and Parts Manufacturing - 3.98%
 
11,000  
Boeing Co.
$ 665,610
9,600  
United Technologies Corp.
  675,456
        1,341,066
   
Animal Slaughtering and Processing - 2.03%
   
25,250  
Hormel Foods Corp.
  682,255
         
   
Beverage Manufacturing - 5.12%
   
12,310  
Coca-Cola Co.
  831,664
14,395  
PepsiCo, Inc.
  891,050
        1,722,714
   
Computer and Peripheral Equipment Manufacturing - 3.31%
   
6,365  
International Business Machines Corp.
  1,114,066
         
   
Depository Credit Intermediation - 1.91%
   
21,310  
JPMorgan Chase & Co.
  641,857
         
   
Drugs and Druggists' Sundries Merchant Wholesalers - 2.06%
   
11,000  
Procter & Gamble Co.
  694,980
         
   
Engine, Turbine, and Power Transmission Equipment
   
   
Manufacturing - 1.90%
   
41,985  
General Electric Co.
  639,851
         
   
Full-Service Restaurants - 1.97%
   
15,500  
Darden Restaurants, Inc.
  662,625
         
   
Health and Personal Care Stores - 1.90%
   
19,500  
Walgreen Co.
  641,355
         
   
Industrial Machinery Manufacturing - 1.81%
   
58,915  
Applied Materials, Inc.
  609,770
         
   
Insurance Carriers - 2.03%
   
19,515  
Aflac, Inc.
  682,049
         
   
Limited-Service Eating Places - 3.10%
   
11,875  
McDonald's Corp.
  1,042,863
 
                                      The accompanying notes are an integral part of these financial statements.
 
 
 
 
-9- 

 
 
Coldstream Dividend Growth Fund
SCHEDULE OF INVESTMENTS at September 30, 2011  (Unaudited) (continued)
Shares
 
COMMON STOCKS - 88.16%
Value
   
Medical Equipment and Supplies Manufacturing - 7.56%
 
9,000  
3M Co.
$ 646,110
13,980  
Becton, Dickinson & Co.
  1,025,014
26,300  
Medtronic, Inc.
  874,212
        2,545,336
   
Nondepository Credit Intermediation - 2.00%
   
15,000  
American Express Co.
  673,500
         
   
Oil and Gas Extraction - 1.76%
   
27,400  
Marathon Oil Corp.
  591,292
         
   
Other Financial Investment Activities - 1.78%
   
50,000  
Blackstone Group LP
  599,000
         
   
Other Food Manufacturing - 2.06%
   
15,000  
McCormick & Co., Inc.
  692,400
         
   
Other General Merchandise Stores - 4.01%
   
14,000  
Target Corp.
  686,560
12,765  
Wal-Mart Stores, Inc.
  662,504
        1,349,064
   
Other General Purpose Machinery Manufacturing - 1.91%
   
15,500  
Illinois Tool Works, Inc.
  644,800
         
   
Petroleum and Coal Products Manufacturing - 7.75%
   
9,365  
Chevron Corp.
  866,450
18,735  
ConocoPhillips
  1,186,300
20,550  
Marathon Petroleum Corp.
  556,083
        2,608,833
   
Pharmaceutical and Medicine Manufacturing - 3.55%
   
23,380  
Abbott Laboratories
  1,195,653
         
   
Rail Transportation - 5.68%
   
50,060  
CSX Corp.
  934,620
16,035  
Norfolk Southern Corp.
  978,456
        1,913,076
   
Resin, Synthetic Rubber, and Artificial Synthetic Fibers
   
   
and Filaments Manufacturing - 2.13%
   
31,985  
Dow Chemical Co.
  718,383
           
            The accompanying notes are an integral part of these financial statements.
 
 
 
 
-10- 

 
 
Coldstream Dividend Growth Fund
SCHEDULE OF INVESTMENTS at September 30, 2011  (Unaudited)  (continued)  
Shares
 
COMMON STOCKS - 88.16%
Value
 
   
Securities and Commodity Contracts Intermediation
   
   
and Brokerage - 1.87%
   
4,250  
BlackRock, Inc.
$ 629,043  
           
   
Semiconductor and Other Electronic Component
     
   
Manufacturing - 5.99%
     
28,500  
Intel Corp.
  607,905  
21,040  
Microchip Technology, Inc.
  654,554  
27,560  
Xilinx, Inc.
  756,247  
        2,018,706  
   
Soap, Cleaning Compound, and Toilet Preparation
     
   
Manufacturing - 2.06%
     
7,825  
Colgate Palmolive Co.
  693,921  
           
   
Software Publishers - 3.02%
     
40,905  
Microsoft Corp.
  1,018,125  
           
   
Tobacco Manufacturing - 3.91%
     
26,165  
Altria Group, Inc.
  701,484  
9,870  
Philip Morris International, Inc.
  615,690  
        1,317,174  
   
TOTAL COMMON STOCKS (Cost $31,521,792)
  29,683,757  
           
           
Shares
 
SHORT-TERM INVESTMENTS - 11.99%
Value
 
4,036,582  
Fidelity Institutional Money Market Portfolio - Class I, 0.12% (a)
  4,036,582  
   
TOTAL SHORT-TERM INVESTMENTS (Cost $4,036,582)
  4,036,582  
           
   
TOTAL INVESTMENTS IN SECURITIES (Cost $35,558,374) - 100.15%
  33,720,339  
   
Liabilities in Excess of Other Assets - (0.15)%
  (51,129 )
   
NET ASSETS - 100.00%
$ 33,669,210  
 
(a) Rate shown is the 7-day yield as of September 30, 2011.
 
 
 
         The accompanying notes are an integral part of these financial statements.
 
 
 
 
-11- 

 
 
Coldstream Dividend Growth Fund
STATEMENT OF ASSETS AND LIABILITIES at September 30, 2011 (Unaudited)
     
     
ASSETS
   
    Investments in securities, at value (identified cost $35,558,374)
$ 33,720,339  
    Receivables:
     
       Dividends and interest
  44,331  
       Fund shares sold
  64,900  
    Prepaid expenses
  8,912  
       Total assets
  33,838,482  
       
LIABILITIES
     
    Payables:
     
       Fund shares redeemed
  100,000  
       Audit fees
  22,961  
       Advisory fees
  21,182  
       Administration and fund accounting fees
  11,010  
       Transfer agent fees and expenses
  4,815  
       Custody fees
  2,907  
       Shareholder reporting
  2,036  
       Chief Compliance Officer fee
  2,000  
       Legal fees
  1,426  
    Accrued other expenses
  935  
       Total liabilities
  169,272  
NET ASSETS
$ 33,669,210  
       
CALCULATION OF NET ASSET VALUE PER SHARE
     
    Net assets applicable to shares outstanding
$ 33,669,210  
    Shares issued and outstanding [unlimited number of shares
     
       (par value $0.01) authorized]
  3,432,645  
    Net asset value, offering and redemption price per share
$ 9.81  
       
COMPOSITION OF NET ASSETS
     
    Paid-in capital
$ 35,218,889  
    Undistributed net investment income
  310,407  
    Accumulated net realized loss on investments
  (22,051 )
    Net unrealized depreciation on investments
  (1,838,035 )
    Net assets
$ 33,669,210  
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
-12- 

 
 
Coldstream Dividend Growth Fund
STATEMENT OF OPERATIONS For the Six Months Ended September 30, 2011  (Unaudited)
     
     
INVESTMENT INCOME
   
    Income
   
       Dividends
$ 465,026  
       Interest
  1,742  
          Total income
  466,768  
       
Expenses
     
    Advisory fees (Note 4)
  155,181  
    Adminstration and fund accounting fees (Note 4)
  32,993  
    Transfer agent fees and expenses (Note 4)
  13,952  
    Audit fees
  8,574  
    Registration fees
  7,076  
    Chief Compliance Officer fee (Note 4)
  6,001  
    Legal fees
  5,485  
    Custody fees (Note 4)
  4,187  
    Trustee fees
  3,353  
    Insurance expense
  1,890  
    Reports to shareholders
  791  
    Miscellaneous expenses
  2,080  
       Total expenses
  241,563  
       Less: advisory fee waiver (Note 4)
  (13,356 )
    Net expenses
  228,207  
       Net investment income
  238,561  
       
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
     
    Net realized gain on investments
  110,929  
    Net change in unrealized depreciation on investments
  (4,968,430 )
    Net realized and unrealized loss on investments
  (4,857,501 )
       Net Decrease in Net Assets Resulting from Operations
$ (4,618,940 )
 
The accompanying notes are an integral part of these financial statements.
 
 
 
-13- 

 
 
Coldstream Dividend Growth Fund
STATEMENTS OF CHANGES IN NET ASSETS
         
 
Six Months Ended
 
September 30,
 
 
September 30, 2011
 
2010* to
 
 
(Unaudited)
 
March 31, 2011
 
         
INCREASE (DECREASE) IN NET ASSETS FROM:
       
OPERATIONS
       
    Net investment income
$ 238,561   $ 163,577  
    Net realized gain (loss) on investments
  110,929     (132,337 )
    Net change in unrealized appreciation
           
       (depreciation) on investments
  (4,968,430     3,130,395  
    Net increase (decrease) in net
           
       assets resulting from operations
  (4,618,940     3,161,635  
             
DISTRIBUTIONS TO SHAREHOLDERS
           
    From net investment income
  -     (91,723 )
    From net realized gain on investments
  -     (651 )
    Total distributions to shareholders
  -     (92,374 )
             
CAPITAL SHARE TRANSACTIONS
           
    Net increase in net assets derived from
           
       net change in outstanding shares (a)
  3,326,222     31,892,667  
    Total increase (decrease) in net assets
  (1,292,718     34,961,928  
             
NET ASSETS
           
    Beginning of period
  34,961,928     -  
    End of period
$ 33,669,210   $ 34,961,928  
    Undistributed net investment income
$ 310,407   $ 71,846  
 
(a) A summary of share transactions is as follows:
 
 
Six Months Ended
 
September 30, 2010*
 
September 30, 2011
   to
 
(Unaudited)
 
March 31, 2011
 
        Shares       Paid-in Capital          Shares       Paid-in Capital  
                       
Shares sold
633,392     $ 7,004,642   3,332,705   $ 33,915,660  
Shares issued on reinvestments
                     
    of distributions
-       -   8,823     92,374  
Shares redeemed
(343,337 )     (3,678,420 ) (198,938 )   (2,115,367 )
Net increase
290,055     $ 3,326,222   3,142,590   $ 31,892,667  
 
* Commencement of operations.
 
 
    The accompanying notes are an integral part of these financial statements.
 
 
 
 
-14- 

 
 
Coldstream Dividend Growth Fund
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period
 
Six Months Ended
       
September 30,
 
 
September 30, 2011
       
2010* through
 
 
(Unaudited)
       
March 31, 2011
 
                     
Net asset value, beginning of period
$ 11.13         $ 10.00        
                         
Income from investment operations:
                       
    Net investment income
  0.07           0.06        
    Net realized and unrealized gain (loss)
                       
     on investments
  (1.39 )         1.10        
Total from investment operations
  (1.32 )         1.16        
                         
Less distributions:
                       
    From net investment income
  -           (0.03 )      
    From net realized gain on investments
  -           0.00     #  
Total distributions
  -           (0.03 )      
                         
Net asset value, end of period
$ 9.81         $ 11.13        
                         
Total return
  -11.86 %    ‡     11.65 %    
                         
Ratios/supplemental data:
                       
Net assets, end of period (thousands)
$ 33,669         $ 34,962        
Ratio of expenses to average net assets:
                       
    Before advisory fee waiver
  1.32 %    †     1.46 %    
    After advisory fee waiver
  1.25 %    †     1.25 %    
Ratio of net investment income to
                       
  average net assets:
                       
    Before advisory fee waiver
  1.23 %    †     0.94 %    
    After advisory fee waiver
  1.30 %    †     1.15 %    
Portfolio turnover rate
  28.08 %    †     24.38 %    
 
* Commencement of operations. † Annualized.
‡ Not annualized.
# Amount is less than $0.01.
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
-15- 

 
 
 
Coldstream Dividend Growth Fund
NOTES TO FINANCIAL STATEMENTS at September 30, 2011 (Unaudited)
 
NOTE 1 - ORGANIZATION
 
The Coldstream Dividend Growth Fund (the “Fund”) is a diversified series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”) as an open-end management investment company.  The investment objective of the Fund is to seek dividend income while maintaining exposure to the market.  The Fund commenced operations on September 30, 2010.
 
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America.
 
 
A.
Security Valuation: All investments in securities are recorded at their estimated fair value, as described in note 3.
 
 
B.
Federal Income Taxes: It is the Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no Federal income or excise tax provision is required.
     
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities.  Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Fund’s 2011 or 2012 tax returns.  The Fund identifies its major tax jurisdictions as U.S. Federal and the state of Wisconsin; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
 
 
 
 
-16- 

 
 
Coldstream Dividend Growth Fund
NOTES TO FINANCIAL STATEMENTS at September 30, 2011 (Unaudited) (continued)
 
 
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 a first-in, first-out basis.  Interest income is recorded on an accrual basis.  Dividend income and distributions to shareholders are recorded on the ex-dividend date.
    
 
TheFund distributes substantially all net investment income, if any, and net realized capital gains, if any, annually.  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 differs 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.
 
 
D.
Reclassification of Capital Accounts: Accounting principles generally accepted in the United States of America require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share.
    
 
E.
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.
      
 
F.
Events Subsequent to the Fiscal Period End:  In preparing the financial statements as of September 30, 2011, management considered the impact of subsequent events for potential recognition or disclosure in the financial statements. 
   
 
 
 
-17- 

 
 
 
Coldstream Dividend Growth Fund
NOTES TO FINANCIAL STATEMENTS at September 30, 2011 (Unaudited) (continued)
   
 
G.
Regulated Investment Company Modernization Act: On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed into law.  The Modernization Act modernizes several of the federal income and excise tax provisions related to regulated investment companies (“RICs”).  Some highlights of the enacted provisions are as follows:
      
 
New capital losses may now be carried forward indefinitely, and retain the character of the original loss.  Under pre-enactment law, capital losses could be carried forward for eight years, and carried forward as short-term capital losses, irrespective of the character of the original loss.
 
 
The Modernization Act contains simplification provisions, which are aimed at preventing disqualification of a RIC for “inadvertent” failures of the asset diversification and/or qualifying income tests.  Additionally, the Modernization Act exempts RICs from the preferential dividend rule, and repealed the 60-day designation requirement for certain types of pay-through income and gains.
 
 
Finally, the Modernization Act contains several provisions aimed at preserving the character of distributions made by a fiscal year RIC during the portion of its taxable year ending after October 31 or December 31, reducing the circumstances under which a RIC might be required to file amended Forms 1099 to restate previously reported distributions.
 
 
      
Except for the simplification provisions related to RIC qualification, the Modernization Act is effective for taxable years beginning after December 22, 2010.  The provisions related to RIC qualification are effective for taxable years for which the extended due date of the tax return is after December 22, 2010.
 
 
 
 
-18- 

 

Coldstream Dividend Growth Fund
NOTES TO FINANCIAL STATEMENTS at September 30, 2011 (Unaudited) (continued)
 
NOTE 3 – SECURITIES VALUATION
 
The Fund has adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value.  These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types.  These inputs are summarized in the three broad levels listed below:
 
   
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
   
Level 2 – Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
 
Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the 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.
                            
Following is a description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis.
 
Equity Securities - The Fund’s investments are carried at fair value. Securities that are primarily traded on a national securities exchange shall be valued at the last sale price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale on such day, at the mean between the bid and asked prices.  Securities primarily traded in the NASDAQ Global Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price (“NOCP”).  If the NOCP is not

 
 
 
-19- 

 
 
Coldstream Dividend Growth Fund
NOTES TO FINANCIAL STATEMENTS at September 30, 2011 (Unaudited) (continued)
 
available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and asked prices.  Over-the-counter securities which are not traded in the NASDAQ Global Market System shall be valued at the most recent sales price.  Investments in open-end funds are valued at their net asset value per share.  To the extent, these securities are actively traded and valuation adjustments are not applied, they are categorized in level 1 of the fair value hierarchy.
 
Securities for which market quotations are not readily available or if the closing price does not represent fair value, are valued following procedures approved by the Board of Trustees.  These procedures consider many factors, including the type of security, size of holding, trading volume and news events.  Depending on the relative significance of the valuation inputs, these securities may be classified in either level 2 or level 3 of the fair value hierarchy.
 
Short-Term Securities - Short-term securities having a maturity of 60 days or less are valued at amortized cost, which approximates market value.  To the extent the inputs are observable and timely, these securities would be classified in level 2 of the fair value hierarchy.
 
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.  The following is a summary of the inputs used to value the Fund’s securities as of September 30, 2011:
 
 
 
 
-20- 

 
 
Coldstream Dividend Growth Fund
NOTES TO FINANCIAL STATEMENTS at September 30, 2011 (Unaudited) (continued)
 
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Common Stocks
 
 
 
 
 
 
 
 
 
  Accommodation & Food Services
  $ 1,705,488   $ -   $ -   $ 1,705,488  
  Finance and Insurance
    3,225,449     -     -     3,225,449  
  Information
    1,018,125     -     -     1,018,125  
  Manufacturing
    18,544,929     -     -     18,544,929  
  Mining
    591,292     -     -     591,292  
  Retail Trade
    1,990,418     -     -     1,990,418  
  Transportation & Warehousing
    1,913,076     -     -     1,913,076  
  Wholesale Trade
    694,980     -     -     694,980  
Total Common Stocks
    29,683,757     -     -     29,683,757  
 
                         
Short-Term Investments
    4,036,582     -     -     4,036,582  
 
                         
Total Investments in Securities
  $ 33,720,339   $ -   $ -   $ 33,720,339  
 
Refer to the Fund’s Schedule of Investments for a detailed break-out of common stocks by industry classification. Transfers between levels are recognized at September 30, 2011, the end of the reporting period. The Fund recognized no transfers to/from Level 1 or Level 2. There were no Level 3 securities held in the Fund during the six months ended September 30, 2011.
 
New Accounting Pronouncement - On May 12, 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) modifying Topic 820, Fair Value Measurements and Disclosures. At the same time, the International Accounting Standards Board (“IASB”) issued International Financial Reporting Standard (“IFRS”) 13, Fair Value Measurement.
 
 
      
 
-21- 

 
 
Coldstream Dividend Growth Fund
NOTES TO FINANCIAL STATEMENTS at September 30, 2011 (Unaudited) (continued)
 
The objective by the FASB and IASB is convergence of their guidance on fair value measurements and disclosures. Specifically, the ASU requires reporting entities to disclose i) the amounts of any transfers between Level 1 and Level 2, and the reasons for the transfers, ii) for Level 3 fair value measurements, a) quantitative information about significant unobservable inputs used, b) a description of the valuation processes used by the reporting entity and c) a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs if a change in those inputs might result in a significantly higher or lower fair value measurement. The effective date of the ASU is for interim and annual periods beginning after December 15, 2011. At this time, the Fund is evaluating the implications of this guidance and the impact it will have on the financial statement amounts and footnote disclosures, if any.
 
NOTE 4 - INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
 
The Fund has an investment advisory agreement with Coldstream Capital Management, Inc. (the “Advisor”) pursuant to which the Advisor is responsible for providing investment management services to the Fund.  The Advisor furnished all investment advice, office space and facilities, and provides most of the personnel needed by the Fund.  As compensation for its services, the Advisor is entitled to a fee, computed daily and payable monthly.  The Fund pays fees calculated at an annual rate of 0.85% based upon the average daily net assets of the Fund.  For the six months ended September 30, 2011, the Fund incurred $155,181 in advisory fees.
 
The Fund is responsible for its own operating expenses. The Advisor has agreed to reduce fees payable to it by the Fund and to pay Fund operating expenses to the extent necessary to limit the aggregate annual operating expenses to 1.25% of average daily net assets of the Fund.  Any such reduction made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund and expense payments made in the previous three fiscal years.   
 
 
 
 
-22- 

 
 
Coldstream Dividend Growth Fund
NOTES TO FINANCIAL STATEMENTS at September 30, 2011 (Unaudited) (continued)
 
Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses.  For the six months ended September 30, 2011, the Advisor reduced its fees in the amount of $13,356 for the Fund.
 
Cumulative expenses subject to recapture pursuant to the aforementioned conditions and the year of expiration are as follows:
 
2014
2015
$29,506
$13,356
 
U.S. Bancorp Fund Services, LLC (the “Administrator”) acts as the Fund’s Administrator under an Administration Agreement.  The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Fund’s custodian, transfer agent and accountants; coordinates the preparation and payment of the Fund’s expenses and reviews the Fund’s expense accruals.  Pursuant to the Administration Agreement, the Administrator receives from the Fund, a combined fee that would cover both fund accounting and fund administration services. For the six months ended September 30, 2011, the Fund incurred $32,993 in administration and fund accounting fees.
 
U.S. Bancorp Fund Services, LLC (“USBFS” or the “Transfer Agent”) also serves as the transfer agent to the Fund.  For the six months ended September 30, 2011, the Fund incurred $9,042 in transfer agent fees (excluding out-of-pocket expenses).  U.S. Bank N.A., an affiliate of USBFS, serves as the Fund’s custodian. For the six months ended September 30, 2011, the Fund incurred $4,187 in custody fees.
 
Quasar Distributors, LLC (the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares.  The Distributor is an affiliate of the Administrator.
 

 
 
-23- 

 
 
Coldstream Dividend Growth Fund
NOTES TO FINANCIAL STATEMENTS at September 30, 2011 (Unaudited)   (continued)
 
    Certain officers of the Trust are employees of the Administrator.
 
    For the six months ended September 30, 2011, the Fund was allocated $6,001 of the Chief Compliance Officer fee.
 
NOTE 5 – PURCHASES AND SALES OF SECURITIES
 
    For the six months ended September 30, 2011, the cost of purchases and the proceeds from sales of securities (excluding short-term securities) were $10,723,169 and $9,508,315, respectively.
 
NOTE 6 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
 
    The distributions paid by the Fund during the six months ended September 30, 2011, and the year ended March 31, 2011, were characterized as follows:
 
  September 30, 2011   March 31, 2011  
Ordinary income  $ -   $ 92,374  
 
Ordinary income distributions may include dividends paid from short-term capital gains.

As of March 31, 2011, the Fund’s most recently completed fiscal year end, the components of accumulated earnings/(losses) on a tax basis were as follows:
 
Cost of investments
  $ 31,357,931  
Gross unrealized appreciation
    3,352,057  
Gross unrealized depreciation
    (221,662 )
Net unrealized appreciation
    3,130,395  
Undistributed ordinary income
    71,846  
Undistributed long-term capital gain
    -  
Total distributable earnings
    71,846  
Other accumulated gains/(losses)
    (132,980 )
Total accumulated earnings/(losses)
  $ 3,069,261  
 
 
 
 
-24- 

 
 
Coldstream Dividend Growth Fund
NOTICE TO SHAREHOLDERS at September 30, 2011 (Unaudited)
 
How to Obtain a Copy of the Fund’s Proxy Voting Policies
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge upon request by calling (877) 476-1909 or on the U.S. Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
 
How to Obtain a Copy of the Fund’s Proxy Voting Records for the 12-Month Period Ended June 30, 2011
Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, 2011 is available without charge, upon request, by calling (877) 476-1909.  Furthermore, you can obtain the Fund’s proxy voting records on the SEC’s website at http://www.sec.gov.
 
Quarterly Filings on Form N-Q
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the SEC’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC and information on the operation of the Public Reference Room may be obtained by calling (202) 551-8090. Information included in the Fund’s Form N-Q is also available by calling (877) 476-1909.
 
Householding
In an effort to decrease costs, the Transfer Agent intends to reduce the number of duplicate prospectuses, Annual and Semi-Annual Report, Proxy Statements and other similar documents you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders the Transfer Agent reasonably believes are from the same family or household.  Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 1-877-476-1909 to request individual copies of these documents. Once the Transfer Agent receives notice to stop householding, the Transfer Agent will begin sending individual copies thirty days after receiving your request.  This policy does not apply to account statements.
 

 
 
-25- 

 
 
Coldstream Dividend Growth Fund
Approval of Investment Advisory Agreement (Unaudited)   
 
At a meeting held on September 17, 2010, the Board of Trustees of Advisors Series Trust, including the persons who are Independent Trustees as defined under the Investment Company Act, considered and approved the initial Advisory Agreement for the Coldstream Dividend Growth Fund (the “Coldstream Fund”) for a period not to exceed two years.  Prior to this meeting, the Board received and reviewed substantial information regarding the Coldstream Fund, the Advisor and the services expected to be provided by the Advisor to the Coldstream Fund under the Advisory Agreement.  This information formed the primary (but not exclusive) basis for the Board’s determinations.  Below is a summary of the factors considered by the Board and the conclusions that formed the basis for the Board’s approval of the initial Advisory Agreement:
 
The full Board, which includes a majority of Independent Trustees, took into consideration, among other things, the nature, extent and quality of the services to be provided by the Advisor under the Advisory Agreement.  The Board considered the Advisor’s specific responsibilities in all aspects of day-to-day management of the Coldstream Fund.  The Board considered the qualifications, experience and responsibilities of the portfolio manager, as well as the responsibilities of other key personnel of the Advisor that would be involved in the day-today activities of the Coldstream Fund.  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 and the Advisor’s business continuity plan.  The Board also considered the Advisor’s business plan, noting that the Advisor had been managing private institutional accounts since 1996.  After discussion, the Board concluded that the Advisor has 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, cost and extent of such management services will be satisfactory.
 
The Trustees then discussed the expected costs of the services to be provided by the Advisor and the structure of the Advisor’s fees under the Advisory Agreement.  In considering the advisory fee and anticipated total fees and expenses of the Coldstream Fund, the Board reviewed and compared the
 
 
 
 
-26- 

 
 
Coldstream Dividend Growth Fund
Approval of Investment Advisory Agreement (Unaudited) (continued)  
 
Coldstream Fund’s anticipated fees and expenses to those funds in its respective peer group, as well as the fees and expenses for other types of accounts managed by the Advisor.  The Board viewed such information as a whole as useful in assessing whether the Advisor would be able to provide services at a cost that was competitive with other similar funds and consistent with an arm’s length bargaining process.  The Trustees also took into account the proposed expense waivers.
 
The Board noted that the Advisor was agreeing to contractually waive its advisory fee or reimburse the Coldstream Fund for certain of the Coldstream Fund’s expenses to the extent necessary to maintain an annual expense ratio of 1.25%.  The Board noted that the Coldstream Fund’s expected total operating expenses were just below its peer group average and just above its peer group median.  The Board also noted that the expected contractual advisory fee was above its peer group median and average, although the contractual advisory fee was less than the fee charged by the Advisor to its other investment management clients.
 
The Board concluded that the fees to be paid to the Advisor were fair and reasonable.
 
The Board also considered economies of scale that would be expected to be realized by the Advisor as the assets of the Coldstream Fund grew.  The Board noted that the Advisor would be contractually agreeing to reduce its advisory fees or reimburse expenses indefinitely, but in no event for less than a one year term, so that the Coldstream Fund does not exceed its specified expense limitation.  The Board concluded that there were no effective economies of scale to be shared by the Advisor at this time, but indicated that this issue would be revisited in the future as circumstances changed and asset levels increased.
 
The Board then considered the profits expected to be realized by the Advisor from its relationship with the Coldstream Fund.  The Board reviewed the Advisor’s financial information and took into account both the expected direct benefits and the indirect benefits to the Advisor from advising the Coldstream Fund.  The Board considered the expected profitability to the Advisor from its relationship with the Coldstream Fund and considered any additional benefits that may be derived by the Advisor from its relationship
 
 
 
 
-27- 

 
 
Coldstream Dividend Growth Fund
Approval of Investment Advisory Agreement (Unaudited) (continued)  

with the Coldstream Fund.  After such review, the Board determined that the expected profitability to the Advisor with respect to the Advisory Agreement was not excessive, and that the Advisor should be able to maintain adequate profit levels to support the services it provides to the Coldstream Fund.
 
No single factor was determinative of the Board’s decision to approve the Advisory Agreement; rather, the Trustees based their determination on the total mix of information available to them.  Based on a consideration of all the factors in their totality, the Trustees determined that the advisory arrangement with Coldstream, including advisory fees, was fair and reasonable to the Coldstream Fund.  The Board, including a majority of Independent Trustees, therefore determined that the approval of the Advisory Agreement was in the best interests of the Coldstream Fund and its shareholders.

 
 
 
 
-28- 

 
 
Coldstream Dividend Growth Fund
PRIVACY NOTICE  
 
The Fund collects non-public information about you from the following sources:
 
  Information we receive about you on applications or other forms;
 
  Information you give us orally; and/or
 
  Information about your transactions with us or others.
 
We do not disclose any non-public personal information about our customers or former customers without the customer’s authorization, except as permitted by law or in response to inquiries from governmental authorities. We may share information with affiliated and unaffiliated third parties with whom we have contracts for servicing the Fund.  We will provide unaffiliated third parties with only the information necessary to carry out their assigned responsibilities.  We maintain physical, electronic and procedural safeguards to guard your non-public personal information and require third parties to treat your personal information with the same high degree of confidentiality.
 
In the event that you hold shares of the Fund through a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared by those entities with unaffiliated third parties.
 
 
 
 
-29- 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
This Page Intentionally Left Blank.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
-30- 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
This Page Intentionally Left Blank.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
-31- 

 
 
Investment Advisor
Coldstream Capital Management, Inc.
One – 100th Avenue NE, Suite 102
Bellevue, WA 98004
 
Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP
1818 Market Street, Suite 2400
Philadelphia, PA 19103
 
Legal Counsel
Paul Hastings LLP
77 East 55th Street
New York, NY 10022
 
Custodian
U.S. Bank N.A.
1555 N. River Center Drive, Suite 302
Milwaukee, WI 53212  
 
Transfer Agent, Fund Accountant and Fund Administrator
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
(877) 476-1909
 
Distributor
Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, WI  53202
 
 
This report is intended for shareholders of the Fund and may not be used as sales literature unless preceded or accompanied by a current prospectus.  For a current prospectus please call (877) 476-1909. Statements and other information herein are dated and are subject to change.
 
 
 
-32- 

 
 
Item 2. Code of Ethics.

Not applicable for semi-annual reports.
 
 
Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.
 
 
Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.
 

Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).
 

Item 6. Investments.

(a)  
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
 
   (b)  Not Applicable.
 
 
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.
 
 
Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.
 
 
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.
 
 
Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees.
 
 
Item 11. Controls and Procedures.

(a)  
The Registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934.  Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)  
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

 
Item 12. Exhibits.

(a)  
(1) Any code of ethics or amendment thereto, that is subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not Applicable.

(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.  Not applicable to open-end investment companies.

(b)  
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  Furnished 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   12/01/11                                                                                                                                                                                           



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   12/01/11                                                                                                                                                                                           

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

Date   12/01/11                                                                                                                                                                                                     

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