As filed with the Securities and Exchange Commission on March 29, 2012

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, 2012

Date of reporting period:  January 31, 2012

Item 1. Schedule of Investments.

ActivePassive Large Cap Growth Fund
SCHEDULE OF INVESTMENTS
January 31, 2012 (Unaudited)
		Fair
	Shares	Value
COMMON STOCKS - 45.02%
Finance & Insurance - 3.30%
ACE Ltd. (b)	6,510	$	453,096
The Charles Schwab Corp.	20,786		242,157
Visa Inc.	3,755		377,903
			1,073,156
Information - 5.23%
American Tower Corp.	12,220		776,092
Baidu, Inc. - ADR (a)(b)	2,570		327,726
Google Inc. (a)	1,031		598,093
			1,701,911
Manufacturing - 18.56%
Allergan, Inc.	6,060		532,735
Apple Inc. (a)	2,445		1,116,094
ARM Holdings PLC - ADR (b)	11,600		335,008
FMC Technologies, Inc. (a)	8,760		447,723
Intuitive Surgical, Inc. (a)	713		327,916
Life Technologies Corp. (a)	9,470		458,632
Mead Johnson Nutrition Co.	6,150		455,653
Praxair, Inc.	4,650		493,830
Precision Castparts Corp.	2,795		457,486
QUALCOMM, Inc.	14,722		865,948
Rockwell Automation, Inc.	2,740		213,364
Varian Medical Systems, Inc. (a)	5,090		335,278
			6,039,667
Mining - 5.75%
Occidental Petroleum Corp.	6,090		607,599
Oceaneering International, Inc.	8,520		413,987
Schlumberger Limited (b)	7,040		529,197
Silver Wheaton Corp. (b)	8,980		319,778
			1,870,561
Professional, Scientific & Technical Services - 6.94%
Cerner Corp. (a)	9,220		561,406
Cognizant Technology Solutions  Corp. (a)	6,320		453,460
priceline.com, Inc. (a)	835		442,116
Salesforce.com, Inc. (a)	3,590		419,312
VMware, Inc. (a)	4,180		381,508
			2,257,802
Retail Trade - 2.48%
Amazon.com, Inc. (a)	2,124		412,991
Costco Wholesale Corp.	3,910		321,676
Fastenal Co.	1,565		73,054
			807,721
Transportation & Warehousing - 2.78%
C.H. Robinson Worldwide, Inc.	7,885		542,803
Expeditors International of  Washington, Inc.	8,092		361,308
			904,111
TOTAL COMMON STOCKS (Cost $12,662,718)			14,654,929

		Fair
	Shares	Value
EXCHANGE-TRADED FUNDS - 53.10%
Vanguard Growth ETF	263,334	$	17,285,244
TOTAL EXCHANGE-TRADED  FUNDS (Cost $13,608,593)			17,285,244
SHORT-TERM INVESTMENTS - 2.02%
Fidelity Institutional Money Market  Portfolio - Institutional Class, 0.22% (c)	658,056		658,056
TOTAL SHORT-TERM  INVESTMENTS (Cost $658,056)			658,056
Total Investments  (Cost $26,929,367) - 100.16%			32,598,229
Liabilities in Excess of Other Assets - (0.16)%			(48,390	)
TOTAL NET ASSETS - 100.00%		$	32,549,839

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, 2012.

The cost basis of investments for federal income tax purposes at January 31, 2012 was as follows*:
	Cost of investments	$	27,095,937
	Gross unrealized appreciation		5,995,358
	Gross unrealized depreciation		(493,066)
	Net unrealized appreciation	$	5,502,292

*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, 2012 (Unaudited)

The Funds have adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value.  These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types.  These inputs are summarized in the three broad levels listed below:

Level 1 –	Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
Level 2 –	Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 –	Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

Following is a description of the valuation techniques applied to the Funds’ major categories of assets and liabilities measured at fair value on a recurring basis.

Equity Securities - Equity securities, including common stocks, preferred stocks, foreign issued common stocks, exchange-traded funds, closed end mutual funds and real estate investment trusts or “REITs”, which 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 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 mutual 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.

Debt Securities – Debt securities, such as corporate bonds, asset backed securities, mortgage backed securities, municipal bonds, U.S. Treasuries and U.S. government agency issues are valued at market on the basis of valuations furnished by an independent pricing service which utilizes both dealer-supplied valuations and formula-based techniques.  The pricing service may consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads, and fundamental data relating to the issuer.  In addition, the model may incorporate market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data.  Certain securities are valued principally using dealer quotations.  These securities will generally be classified in level 2 of the fair value hierarchy.

Open-End Mutual Funds - Investments in open-end mutual funds are generally priced at the ending net asset value (NAV) provided by the service agent of the Funds and will be classified as level 1 securities.

Short-Term Securities - Short-term securities having a maturity of less than 60 days 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.

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.

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, 2012 (Unaudited):

	Level 1		Level 2		Level 3		Total
Common Stocks
Finance & Insurance		1,073,156		-		-		1,073,156
Information		1,701,911		-		-		1,701,911
Manufacturing		6,039,667		-		-		6,039,667
Mining		1,870,561		-		-		1,870,561
Professional, Scientific & Technical Services		2,257,802		-		-		2,257,802
Retail Trade		807,721		-		-		807,721
Transportation & Warehousing		904,111		-		-		904,111
Total Common Stocks		14,654,929		-		-		14,654,929
Exchange-Traded Funds		17,285,244		-		-		17,285,244
Short-Term Investments		658,056		-		-		658,056
Total Investments	$	32,598,229		-		-	$	32,598,229
Transfers between levels are recognized at the end of the reporting period.  There were no transfers of securities between levels during the reporting period.  During the three months ended January 31, 2012, the Funds recognized no significant transfers to/from level 1 or level 2.  There were no level 3 securities held in the Funds during the three months ended January 31, 2012.

ActivePassive Large Cap Value Fund
SCHEDULE OF INVESTMENTS
January 31, 2012 (Unaudited)
		Fair
	Shares	Value
COMMON STOCKS - 28.89%
Finance and Insurance - 4.36%
The Allstate Corp.	3,750	$	108,188
American Express Co.	3,559		178,448
The Bank of New York Mellon Corp.	8,970		180,566
Humana Inc.	1,116		99,346
JPMorgan Chase & Co.	7,237		269,940
Wells Fargo & Co.	9,494		277,320
			1,113,808
Health Care and Social Assistance - 0.86%
Laboratory Corp. of America  Holdings (a)	1,477		134,983
Quest Diagnostics, Inc.	1,461		84,855
			219,838
Information - 2.90%
AT&T, Inc.	8,316		244,574
Microsoft Corp.	7,720		227,972
Oracle Corp.	4,538		127,972
Time Warner Cable, Inc.	1,913		141,026
			741,544
Management of Companies and  Enterprises  - 0.51%
The Goldman Sachs Group, Inc.	1,167		130,085
Manufacturing - 12.11%
Baxter International, Inc.	3,776		209,492
Beam, Inc.	2,155		112,728
BorgWarner, Inc. (a)	1,558		116,273
Chevron Corp.	3,024		311,714
ConocoPhillips	2,889		197,059
Dover Corp.	3,559		225,676
EMC Corp. (a)	6,188		159,403
Emerson Electric Co.	2,920		150,030
General Electric Co.	17,725		331,635
Honeywell International, Inc.	2,964		172,030
Intel Corp.	9,431		249,167
Philip Morris International, Inc.	1,797		134,362
SanDisk Corp. (a)	3,018		138,466
United Technologies Corp.	2,283		178,873
Watson Pharmaceuticals, Inc. (a)	3,049		178,763
			2,865,671
Mining, Quarrying, and Oil and Gas  Extraction  - 3.20%
Apache Corp.	2,132		210,812
Freeport-McMoRan Copper & Gold,  Inc.	6,931		320,281
Halliburton Co.	4,738		174,264
Hess Corp.	2,014		113,388
			818,745
Professional, Scientific, and Technical  Services  - 0.31%
Covance, Inc. (a)	1,793		78,551
Retail Trade - 2.50%
eBay Inc. (a)	4,426		139,862
Express Scripts, Inc. (a)	2,981		152,508
Kohl's Corp.	2,325		106,927
Wal-Mart Stores, Inc.	3,898		239,181
			638,478

		Fair
	Shares	Value
Utilities - 1.31%
NextEra Energy, Inc.	2,865	$	171,470
Public Service Enterprise Group, Inc.	5,378		163,169
			334,639
Wholesale Trade - 0.83%
AmerisourceBergen Corp.	5,462		212,854
The Procter & Gamble Co.	3,682		232,113
			444,967
TOTAL COMMON STOCKS (Cost $6,058,505)			7,386,326
CLOSED-END FUNDS - 0.17%
John Hancock Bank and Thrift  Opportunity Fund	2,795		43,742
TOTAL CLOSED-END FUNDS (Cost $38,074)			43,742
EXCHANGE-TRADED FUNDS - 69.99%
Vanguard Value ETF	329,489		17,894,548
TOTAL EXCHANGE TRADED FUNDS (Cost $16,334,380)			17,894,548
SHORT-TERM INVESTMENTS - 1.59%
Fidelity Institutional Money Market  Portfolio - Institutional Class, 0.22% (c)	407,309		407,309
TOTAL SHORT-TERM  INVESTMENTS (Cost $407,309)			407,309
Total Investments  (Cost $22,838,268) - 100.64%			25,731,925
Liabilities in Excess of Other Assets - (0.64)%			(164,222	)
TOTAL NET ASSETS - 100.00%		$	25,567,703

FOOTNOTES
Percentages are stated as a percent of net assets.
(a)	Non Income Producing
(b)	Foreign Issued Security
(c)	Rate shown is the 7-day yield as of January 31, 2012.

The cost basis of investments for federal income tax purposes at January 31, 2012 was as follows*:
	Cost of investments	$	23,008,935
	Gross unrealized appreciation		3,324,289
	Gross unrealized depreciation		(601,299)
	Net unrealized depreciation	$	2,722,990

*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, 2012 (Unaudited)

The Funds have adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value.  These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types.  These inputs are summarized in the three broad levels listed below:

Level 1 –	Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
Level 2 –	Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 –	Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

Following is a description of the valuation techniques applied to the Funds’ major categories of assets and liabilities measured at fair value on a recurring basis.

Equity Securities - Equity securities, including common stocks, preferred stocks, foreign issued common stocks, exchange-traded funds, closed end mutual funds and real estate investment trusts or “REITs”, which 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 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 mutual 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.

Debt Securities – Debt securities, such as corporate bonds, asset backed securities, mortgage backed securities, municipal bonds, U.S. Treasuries and U.S. government agency issues are valued at market on the basis of valuations furnished by an independent pricing service which utilizes both dealer-supplied valuations and formula-based techniques.  The pricing service may consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads, and fundamental data relating to the issuer.  In addition, the model may incorporate market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data.  Certain securities are valued principally using dealer quotations.  These securities will generally be classified in level 2 of the fair value hierarchy.

Open-End Mutual Funds - Investments in open-end mutual funds are generally priced at the ending net asset value (NAV) provided by the service agent of the Funds and will be classified as level 1 securities.

Short-Term Securities - Short-term securities having a maturity of less than 60 days 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.

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.

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, 2012 (Unaudited):
	Level 1		Level 2		Level 3		Total
Common Stocks
Finance & Insurance		1,113,808		-		-		1,113,808
Health Care & Social Assistance		219,838		-		-		219,838
Information		741,544		-		-		741,544
Management of Companies & Enterprised		130,085		-		-		130,085
Manufacturing		2,865,671		-		-		2,865,671
Mining		818,745		-		-		818,745
Professional, Scientific & Technical Services		78,551		-		-		78,551
Retail Trade		638,478		-		-		638,478
Utilities		334,639		-		-		334,639
Wholesale Trade		444,967		-		-		444,967
Total Common Stocks		7,386,326		-		-		7,386,326
Closed-End Funds		43,742		-		-		43,742
Exchange-Traded Funds		17,894,548		-		-		17,894,548
Short-Term Investments		407,309		-		-		407,309
Total Investments	$	25,731,925		-		-	$	25,731,925
Transfers between levels are recognized at the end of the reporting period.  There were no transfers of securities between levels during the reporting period.  During the three months ended January 31, 2012, the Funds recognized no significant transfers to/from level 1 or level 2. There were no level 3 securities held in the Funds during the three months ended January 31, 2012.

ActivePassive Small/Mid Cap Fund
SCHEDULE OF INVESTMENTS
January 31, 2012 (Unaudited)
		Fair
	Shares	Value
COMMON STOCKS - 54.51%
Accommodation & Food Services - 1.16%
BJ's Restaurants, Inc. (a)	3,977	$	198,969
Orient-Express Hotels Ltd. (a)(b)	10,269		86,876
			285,845
Administrative Support, Waste  Management, & Remediation Services  - 1.42%
The Geo Group, Inc. (a)	9,244		162,510
Waste Connections, Inc.	5,805		187,560
			350,070
Arts, Entertainment, & Recreation - 1.31%
Bally Technologies, Inc. (a)	5,262		222,162
Pinnacle Entertainment, Inc. (a)	10,294		99,852
			322,014
Finance & Insurance - 4.90%
AMERIGROUP Corp. (a)	2,239		152,274
Cash America International, Inc.	4,995		219,081
Catalyst Health Solutions, Inc. (a)	3,331		182,406
Centene Corp. (a)	4,984		225,277
Duff & Phelps Corp.	5,442		83,426
EZCORP, Inc. (a)	2,200		59,004
KKR Financial Holdings LLC	7,590		67,172
UMB Financial Corp.	1,570		60,571
Validus Holdings, Ltd. (b)	4,971		159,420
			1,208,631
Health Care & Social Assistance - 0.50%
Air Methods Corp. (a)	1,455		122,657
Information - 5.01%
Acme Packet, Inc. (a)	2,108		61,617
ANSYS, Inc. (a)	2,501		151,286
Compuware Corp. (a)	19,125		149,940
Fortinet, Inc. (a)	8,495		193,771
Informatica Corp. (a)	2,889		122,205
Medidata Solutions, Inc. (a)	2,568		53,671
Opnet Technologies, Inc.	2,145		76,040
Progress Software Corp. (a)	4,798		111,937
QLIK Technologies, Inc. (a)	6,122		172,640
TIBCO Software, Inc. (a)	5,470		142,603
			1,235,710
Manufacturing - 25.33%
3D Systems Corp. (a)	3,495		66,824
ArthroCare Corp. (a)	5,933		183,389
BioMarin Pharmaceutical, Inc. (a)	1,908		68,058
Bruker Corp. (a)	9,517		135,141
Cavium, Inc. (a)	3,945		126,792
Cepheid, Inc. (a)	4,357		191,969
Coherent, Inc. (a)	3,752		209,662
Colfax Corp. (a)	1,137		34,519
The Cooper Companies, Inc.	2,180		157,265
Cymer, Inc. (a)	2,440		121,488
Dril-quip, Inc. (a)	1,408		92,886
DTS, Inc. (a)	5,395		152,840
EZchip Semiconductor Ltd. (a)(b)	2,836		92,680

		Fair
	Shares	Value
GrafTech International Ltd. (a)	7,977	$	130,982
Hexcel Corp. (a)	4,683		117,403
Huntsman Corp.	14,104		179,544
Intrepid Potash, Inc. (a)	3,251		77,666
IPG Photonics Corp. (a)	2,591		136,779
Lufkin Industries, Inc.	5,820		437,780
Meritor, Inc. (a)	11,198		70,323
Northwest Pipe Co. (a)	4,464		101,824
Onyx Pharmaceuticals, Inc. (a)	2,914		119,299
OYO Geospace Corp. (a)	2,365		208,144
Polypore International, Inc. (a)	2,980		113,478
Quaker Chemical Corp.	2,752		121,914
Regal-Beloit Corp.	2,058		116,833
RTI International Metals, Inc. (a)	6,988		175,888
Salix Pharmaceuticals, Ltd. (a)	4,691		226,106
Seattle Genetics, Inc. (a)	3,200		60,576
Shuffle Master, Inc. (a)	21,690		277,632
Sirona Dental Systems, Inc. (a)	4,225		204,279
Steven Madden, Ltd. (a)	4,051		166,658
Teradyne, Inc. (a)	12,149		198,636
Terex Corp. (a)	3,250		64,350
Texas Industries, Inc.	2,579		80,620
Theravance, Inc. (a)	2,872		50,949
Thoratec Corp. (a)	3,070		90,258
Titanium Metals Corp.	10,018		154,077
Triumph Group. Inc.	4,539		284,005
Twin Disc, Inc.	2,256		69,778
United Therapeutics Corp. (a)	2,870		141,147
Universal Display Corp. (a)	2,313		97,400
Universal Electronics, Inc. (a)	6,464		119,584
Veeco Instruments, Inc (a)	3,292		80,358
WABCO Holdings, Inc. (a)	2,610		135,329
			6,243,112
Mining  - 1.75%
Cloud Peak Energy, Inc. (a)	3,368		63,824
Gulfport Energy Corp. (a)	3,092		101,634
Oasis Petroleum, Inc. (a)	7,859		265,163
			430,621
Professional, Scientific, & Technical  Services  - 4.79%
Allscripts Healthcare Solutions, Inc. (a)	6,370		121,794
ICON PLC - ADR (a)(b)	4,026		78,547
MedAssets, Inc. (a)	8,335		88,018
Monster Worldwide, Inc. (a)	9,716		69,955
NICE Systems Ltd. - ADR (a)(b)	4,968		178,649
PAREXEL International Corp. (a)	4,594		110,715
Quality Systems, Inc.	5,978		242,468
Riverbed Technology, Inc. (a)	3,076		73,639
Sapient Corp.	16,837		217,197
			1,180,982
Real Estate, Rental & Leasing - 0.63%
Acacia Research (a)	3,752		154,432
Retail Trade - 5.98%
Chico's FAS, Inc.	6,523		74,623
Francesca's Holdings Corp. (a)	3,210		71,166
The Fresh Market, Inc. (a)	4,041		174,005
Genesco Inc. (a)	8,023		489,965

		Fair
	Shares	Value
GNC Acquisition Holdings, Inc. (a)	7,244	$	199,282
Sally Beauty Holdings, Inc. (a)	3,248		66,974
Sotheby's	3,141		105,318
Vitamin Shoppe, Inc. (a)	6,835		292,128
			1,473,461
Transportation & Warehousing - 1.56%
Atlas Air Worldwide Holdings, Inc. (a)	2,214		105,464
JetBlue Airways Corp. (a)	23,292		138,122
Landstar System, Inc.	2,749		140,611
			384,197
Wholesale Trade - 0.17%
Herbalife Ltd. (b)	716		41,442
TOTAL COMMON STOCKS (Cost $11,062,739)			13,433,174
EXCHANGE TRADED FUNDS - 44.83%
iShares Russell 2000 Growth Index Fund	49,480		4,481,404
iShares Russell 2000 Value Index Fund	54,380		3,809,319
iShares Russell Midcap Growth Index Fund	28,196		1,664,128
iShares Russell Midcap Value Index Fund	23,982		1,092,140
TOTAL EXCHANGE-TRADED FUNDS (Cost $7,621,402)			11,046,991
TRUSTS - 0.37%
Redwood Trust, Inc.	7,883		92,625
TOTAL TRUSTS (Cost $110,581)			92,625
SHORT-TERM INVESTMENTS - 0.81%
Investment Companies - 0.81%
Fidelity Institutional Money Market Portfolio - Institutional Class, 0.22% (c)	198,829		198,829
TOTAL SHORT-TERM  INVESTMENTS (Cost $198,829)			198,829
Total Investments  (Cost $18,993,551) - 100.52%			24,771,619
Liabilities in Excess of Other Assets - (0.52)%			(128,600	)
TOTAL NET ASSETS - 100.00%		$	24,643,019

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, 2012.

The cost basis of investments for federal income tax purposes at January 31, 2012 was as follows*:
	Cost of investments	$	19,059,249
	Gross unrealized appreciation		6,401,847
	Gross unrealized depreciation		(689,477)
	Net unrealized depreciation	$	5,712,370

*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, 2012 (Unaudited)

The Funds have adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value.  These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types.  These inputs are summarized in the three broad levels listed below:

Level 1 –	Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
Level 2 –	Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 –	Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

Following is a description of the valuation techniques applied to the Funds’ major categories of assets and liabilities measured at fair value on a recurring basis.

Equity Securities - Equity securities, including common stocks, preferred stocks, foreign issued common stocks, exchange-traded funds, closed end mutual funds and real estate investment trusts or “REITs”, which 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 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 mutual 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.

Debt Securities – Debt securities, such as corporate bonds, asset backed securities, mortgage backed securities, municipal bonds, U.S. Treasuries and U.S. government agency issues are valued at market on the basis of valuations furnished by an independent pricing service which utilizes both dealer-supplied valuations and formula-based techniques.  The pricing service may consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads, and fundamental data relating to the issuer.  In addition, the model may incorporate market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data.  Certain securities are valued principally using dealer quotations.  These securities will generally be classified in level 2 of the fair value hierarchy.

Open-End Mutual Funds - Investments in open-end mutual funds are generally priced at the ending net asset value (NAV) provided by the service agent of the Funds and will be classified as level 1 securities.

Short-Term Securities - Short-term securities having a maturity of less than 60 days 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.

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.

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, 2012 (Unaudited):
	Level 1		Level 2		Level 3		Total
Common Stocks
Accommodation & Food Services		285,845		-		-		285,845
Administrative Support, Waste Management &		350,070		-		-		350,070
Remediation Services
Arts, Entertainment & Recreation		322,014		-		-		322,014
Finance & Insurance		1,208,631		-		-		1,208,631
Health Care & Social Assistance		122,657		-		-		122,657
Information		1,235,710		-		-		1,235,710
Manufacturing		6,243,112		-		-		6,243,112
Mining		430,621		-		-		430,621
Professional, Scientific & Technical Services		1,180,982		-		-		1,180,982
Real Estate, Rental & Leasing		154,432		-		-		154,432
Retail Trade		1,473,461		-		-		1,473,461
Transportation & Warehousing		384,197		-		-		384,197
Wholesale Trade		41,442		-		-		41,442
Total Common Stocks		13,433,174		-		-		13,433,174
Exchange-Traded Funds		11,046,991		-		-		11,046,991
Trusts		92,625		-		-		92,625
Short-Term Investments		198,829		-		-		198,829
Total Investments	$	24,771,619		-		-	$	24,771,619

Transfers between levels are recognized at the end of the reporting period. There were no transfers of securities between levels during the reporting period.  During the three months ended January 31, 2012, the Funds recognized no significant transfers to/from level 1 or level 2.  There were no level 3 securities held in the Funds during the three months ended January 31, 2012.

ActivePassive International Equity Fund
SCHEDULE OF INVESTMENTS
January 31, 2012 (Unaudited)
		Fair
	Shares	Value
COMMON STOCKS - 40.10%
Australia - 2.48%
BHP Billiton Ltd. (b)	4,011	$	159,600
Brambles Ltd. (b)	20,191		155,838
CSL Ltd. (b)	2,754		91,017
WorleyParsons Ltd. (b)	5,456		158,074
			564,529
Belgium - 0.85%
Anheuser-Busch InBev NV (b)	3,190		193,424
Bermuda - 0.15%
VimpelCom Ltd. - ADR (b)	3,244		34,581
Brazil - 0.40%
Petroleo Brasileiro SA - ADR (b)	3,222		89,990
Canada - 2.84%
Agrium Inc. (b)	1,163		93,752
Canadian National Railway Co. (b)	1,138		85,835
Canadian Natural Resources Ltd. (b)	2,231		88,377
Cenovus Energy Inc. (b)	2,823		103,015
CGI Group Inc. (a)(b)	130		2,625
Fairfax Financial Holding Ltd. (b)	221		89,705
Suncor Energy, Inc. (a)	5,288		182,156
			645,465
China - 0.63%
Industrial & Commercial Bank of China Ltd. (b)	203,000		142,134
Denmark - 0.57%
Novo Nordisk A/S (b)	1,089		128,763
France - 2.62%
Cap Gemini (b)	2,284		83,383
Cie Generale des Etablissements  Michelin (b)	922		63,075
Danone SA (b)	1,994		123,070
Eutelsat Communications (b)	1,735		64,396
L'Oreal SA (b)	616		65,516
Publicis Groupe (b)	1,127		56,696
Schneider Electric SA (b)	1,113		69,124
Total SA (b)	1,324		69,975
			595,235
Germany - 2.25%
Adidas AG (b)	2,221		160,017
Bayer AG (b)	790		55,326
Fresenius Medical Care AG & Co. (b)	1,768		126,154
SAP AG (b)	2,813		169,957
			511,454
Hong Kong - 1.10%
China Mobile Ltd. (b)	11,500		117,591
Hutchison Whampoa Ltd. (b)	14,000		133,135
			250,726
Israel - 0.86%
Teva Pharmaceutical Industries Ltd. -  ADR (b)	4,347		196,180
Japan - 4.18%
CANON, Inc. (b)	4,000		172,658
DENSO Corp. (b)	4,100		121,838
FANUC Ltd. (b)	600		100,840

		Fair
	Shares	Value
Keyence Corp. (b)	430	$	107,133
Komatsu Ltd. (b)	2,500		70,487
NIDEC Corp. (b)	1,000		95,775
Toyota Motor Corp. (b)	3,200		117,974
YAMADA DENKI Co., Ltd. (b)	2,570		163,870
			950,575
Jersey - 1.28%
Informa PLC (b)	14,569		89,765
Shire PLC (b)	2,650		87,944
WPP PLC (b)	9,661		113,493
			291,202
Mexico - 1.53%
America Movil SAB de C.V. - ADR (b)	5,534		128,444
Fomento Economico Mexicano,  S.A.B. de C.V. - ADR (b)	1,861		131,238
Grupo Televisa SA - ADR (b)	4,456		87,872
			347,554
Netherlands - 1.05%
Koninklijke Ahold NV (b)	7,903		104,719
Unilever NV (b)	3,996		133,026
			237,745
Russia - 0.47%
Gazprom - ADR (a)(b)	8,881		107,460
Singapore - 1.22%
Keppel Corp., Ltd. (b)	17,700		152,677
United Overseas Bank Ltd. (b)	9,000		124,069
			276,746
South Korea - 1.10%
Hyundai Mobis (b)	478		117,867
NHN Corp. (a)(b)	701		132,294
			250,161
Spain - 0.31%
Amadeus IT Holdings SA (b)	4,114		70,495
Sweden - 1.40%
Kinnevik Investment AB (b)	2,522		52,757
Swedbank AB (b)	6,849		98,368
Telefonaktiebolaget LM Ericsson (b)	11,287		104,947
Volvo AB (b)	4,829		62,434
			318,506
Switzerland - 3.65%
ABB Ltd. (b)	6,004		125,363
Julius Baer Group Ltd. (b)	2,734		111,083
Nestle SA (b)	2,788		159,769
Novartis AG (b)	3,001		162,357
Roche Holding AG (b)	738		124,911
Syngenta AG (b)	486		146,988
			830,471
Taiwan - 0.67%
Taiwan Semiconductor Manufacturing Co., Ltd. - ADR (b)	10,730		151,078
Turkey - 0.33%
Akbank TAS (b)	19,977		75,103
United Kingdom - 8.16%
BG Group PLC (b)	7,719		173,331
British American Tobacco PLC (b)	3,479		159,916
British Sky Broadcasting (a)(b)	3,081		33,481
Centrica PLC (b)	20,258		93,661
Compass Group PLC (b)	24,339		225,901
GlaxoSmithKline PLC (b)	3,660		81,320
Imperial Tobacco Group PLC (b)	5,654		202,247

			Fair
	Shares		Value
International Power PLC (b)		13,692	$	72,365
Kingfisher PLC (b)		24,221		97,594
Next PLC (b)		3,049		125,832
Reed Elsevier PLC (b)		17,948		148,482
Royal Dutch Shell PLC (b)		4,066		147,910
Smith & Nephew PLC (b)		9,727		94,266
Tesco PLC (b)		17,105		86,145
Vodafone Group PLC (b)		41,174		110,818
				1,853,269
TOTAL COMMON STOCKS (Cost $7,766,419)				9,112,846
PREFERRED STOCKS - 1.34%
Brazil - 0.82%
Banco Bradesco SA - ADR (b)		10,383		185,648
Germany - 0.52%
Volkswagen AG (b)		668		118,265
TOTAL PREFERRED STOCKS (Cost $291,371)				303,913
OPEN-END FUNDS - 53.26%
Fidelity Spartan International Index  Fund		385,321		12,102,931
TOTAL OPEN-END FUNDS (Cost $10,472,478)				12,102,931
SHORT-TERM INVESTMENTS - 5.37%
Investment Companies - 5.37%
Fidelity Institutional Money Market  Portfolio - Institutional Class, 0.22% (c)		602,123		602,123
First American Prime Z Money Market Fund - Class Z, 0.06% (c)		618,248		618,248
TOTAL SHORT-TERM  INVESTMENTS (Cost $1,220,371)				1,220,371
Total Investments  (Cost $19,750,639) - 100.07%				22,740,061
Liabilities in Excess of Other Assets - (0.07)%				(16,027	)
TOTAL NET ASSETS - 100.00%			$	22,724,034

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, 2012.

ActivePassive International Equity Fund
Portfolio Diversification
January 31, 2012 (Unaudited)
	Fair
Common Stocks	Value			Percentage
Consumer Discretionary	$	1,754,672			7.72	%
Consumer Staples		1,359,070			5.98
Energy		1,120,288			4.93
Financials		693,219			3.05
Health Care		1,092,912			4.81
Industrials		1,051,508			4.63
Information Technology		994,570			4.38
Materials		455,666			2.00
Telecommunication Services		424,915			1.87
Utilities		166,026			0.73
Total Common Stocks		9,112,846			40.10
Total Open-End Funds		12,102,931			53.26
Total Preferred Stocks		303,913			1.34
Total Short-Term Investments		1,220,371			5.37
Total Investments		22,740,061			100.07
Liabilities in Excess of Other Assets		(16,027	)		(0.07	)
Total Net Assets	$	22,724,034			100.00	%

The cost basis of investments for federal income tax purposes at January 31, 2012 was as follows*:
	Cost of investments	$	19,901,659
	Gross unrealized appreciation		3,406,331
	Gross unrealized depreciation		(567,929)
	Net unrealized depreciation	$	2,838,402

*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, 2012 (Unaudited)

The Funds have adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value.  These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types.  These inputs are summarized in the three broad levels listed below:

Level 1 –	Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
Level 2 –	Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 –	Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

Following is a description of the valuation techniques applied to the Funds’ major categories of assets andliabilities measured at fair value on a recurring basis.

Equity Securities - Equity securities, including common stocks, preferred stocks, foreign issued common stocks, exchange-traded funds, closed end mutual funds and real estate investment trusts or “REITs”, which 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 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 mutual 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.

Debt Securities – Debt securities, such as corporate bonds, asset backed securities, mortgage backed securities, municipal bonds, U.S. Treasuries and U.S. government agency issues are valued at market on the basis of valuations furnished by an independent pricing service which utilizes both dealer-supplied valuations and formula-based techniques.  The pricing service may consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads, and fundamental data relating to the issuer.  In addition, the model may incorporate market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data.  Certain securities are valued principally using dealer quotations.  These securities will generally be classified in level 2 of the fair value hierarchy.

Open-End Mutual Funds - Investments in open-end mutual funds are generally priced at the ending net asset value (NAV) provided by the service agent of the Funds and will be classified as level 1 securities.

Short-Term Securities - Short-term securities having a maturity of less than 60 days 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.

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.

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, 2012 (Unaudited):
	Level 1		Level 2		Level 3		Total
Common Stocks
Australia	$	564,529	$	-	$	-	$	564,529
Belgium		193,424		-		-		193,424
Bermuda		34,581		-		-		34,581
Brazil		89,990		-		-		89,990
Canada		645,465		-		-		645,465
China		142,134		-		-		142,134
Denmark		128,763		-		-		128,763
France		595,235		-		-		595,235
Germany		511,454		-		-		511,454
Hong Kong		250,726		-		-		250,726
Israel		196,180		-		-		196,180
Japan		950,575		-		-		950,575
Jersey		291,202		-		-		291,202
Mexico		347,554		-		-		347,554
Netherlands		237,745		-		-		237,745
Russia		107,460		-		-		107,460
Singapore		276,746		-		-		276,746
South Korea		250,161		-		-		250,161
Spain		70,495						70,495
Sweden		318,506		-		-		318,506
Switzerland		830,471		-		-		830,471
Taiwan		151,078		-		-		151,078
Turkey		75,103		-		-		75,103
United Kingdom		1,853,269		-		-		1,853,269
Total Common Stocks		9,112,846		-		-		9,112,846
Open-End Funds		12,102,931		-		-		12,102,931
Preferred Stocks
Brazil		185,648		-		-		185,648
Germany		118,265		-		-		118,265
Total Preferred Stocks		303,913		-		-		303,913
Short-Term Investments		1,220,371		-		-		1,220,371
Total Investments	$	22,740,061		-		-	$	22,740,061

Transfers between levels are recognized at the end of the reporting period.  There were no transfers of securities between levels during the reporting period.  During the three months ended January 31, 2012, the Funds recognized no significant transfers to/from level 1 or level 2.  There were no level 3 securities held in the Funds during the three months ended January 31, 2012.

ActivePassive Global Bond Fund
SCHEDULE OF INVESTMENTS
January 31, 2012 (Unaudited)
		Fair
	Shares	Value
EXCHANGE-TRADED FUNDS - 54.62%
SPDR Barclays Capital International Treasury Bond ETF	75,418	$	4,559,018
Vanguard Total Bond Market ETF	53,838		4,526,161
TOTAL EXCHANGE-TRADED FUNDS (Cost $8,624,913)			9,085,179
OPEN-END FUNDS - 44.69%
Loomis Sayles Global Bond Fund	329,973		5,576,539
Oppenheimer International Bond Fund	291,665		1,857,907
TOTAL OPEN-END FUNDS (Cost $7,062,734)			7,434,446
SHORT-TERM INVESTMENTS - 1.54%
Investment Companies - 1.54%
Fidelity Institutional Money Market  Portfolio - Institutional Class, 0.22% (a)	256,208		256,208
TOTAL SHORT-TERM  INVESTMENTS (Cost $256,208)			256,208
Total Investments  (Cost $15,943,855) - 100.85%			16,775,833
Liabilities in Excess of Other Assets - (0.85)%			(141,271	)
TOTAL NET ASSETS - 100.00%		$	16,634,562

FOOTNOTES
Percentages are stated as a percent of net assets.
(a)	Rate shown is the 7-day yield as of January 31, 2012.

The cost basis of investments for federal income tax purposes at January 31, 2012 was as follows*:
	Cost of investments	$	15,984,428
	Gross unrealized appreciation		901,504
	Gross unrealized depreciation		(110,099)
	Net unrealized depreciation	$	791,405

*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, 2012 (Unaudited)

The Funds have adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value.  These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types.  These inputs are summarized in the three broad levels listed below:

Level 1 –	Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
Level 2 –	Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 –	Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

Following is a description of the valuation techniques applied to the Funds’ major categories of assets and liabilities measured at fair value on a recurring basis.

Equity Securities - Equity securities, including common stocks, preferred stocks, foreign issued common stocks, exchange-traded funds, closed end mutual funds and real estate investment trusts or “REITs”, which 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 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 mutual 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.

Debt Securities – Debt securities, such as corporate bonds, asset backed securities, mortgage backed securities, municipal bonds, U.S. Treasuries and U.S. government agency issues are valued at market on the basis of valuations furnished by an independent pricing service which utilizes both dealer-supplied valuations and formula-based techniques.  The pricing service may consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads, and fundamental data relating to the issuer.  In addition, the model may incorporate market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data.  Certain securities are valued principally using dealer quotations.  These securities will generally be classified in level 2 of the fair value hierarchy.

Open-End Mutual Funds - Investments in open-end mutual funds are generally priced at the ending net asset value (NAV) provided by the service agent of the Funds and will be classified as level 1 securities.

Short-Term Securities - Short-term securities having a maturity of less than 60 days 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.

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.

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, 2012 (Unaudited):
	Level 1		Level 2		Level 3		Total
Exchange-Traded Funds	$	9,085,179	$	-	$	-	$	9,085,179
Open-End Funds		7,434,446		-		-		7,434,446
Short-Term Investments		256,208		-		-		256,208
Total Investments	$	16,775,833	$	-	$	-	$	16,775,833

Transfers between levels are recognized at the end of the reporting period.  There were no transfers of securities between levels during the reporting period.  During the three months ended January 31, 2012, the Funds recognized no significant transfers to/from level 1 or level 2.  There were no level 3 securities held in the Funds during the three months ended January 31, 2012.

ActivePassive Intermediate Taxable Bond Fund
SCHEDULE OF INVESTMENTS
January 31, 2012 (Unaudited)
	Principal	Fair
	Amount	Value
ASSET BACKED SECURITIES - 2.67%
Ally Auto Receivables Trust
0.71%, 09/15/2014	95,000	$	95,127
Bank of America Credit Card Trust,
0.35%, 04/15/2016 (b)	100,000		99,866
Chrysler Financial Auto Securitization,
0.91%, 08/08/2013	90,000		90,129
2.82%, 01/15/2016	34,009		34,229
Honda Auto Receivables Owners Trust,
0.65%, 06/15/2013	56,522		56,550
0.94%, 03/18/2015	60,000		60,331
0.94%, 12/21/2016	70,000		70,391
Hyundai Auto Receivables Trust,
2.03%, 08/15/2013	13,593		13,646
Mercedes-Benz Auto Receivables Trust,
0.85%, 03/16/2015	55,000		55,234
Nissan Auto Receivables Owner Trust,
0.87%, 07/15/2014	65,000		65,199
Toyota Auto Receivables Owners Trust,
0.53%, 04/15/2014	85,000		85,022
0.98%, 10/15/2014	50,000		50,243
USAA Auto Owner Trust, 1.54%, 02/18/2014 (b)	16,721		16,765
World Omni Auto Receivables Trust,
2.21%, 05/15/2015	60,000		61,146
TOTAL ASSET BACKED  SECURITIES (Cost $850,604)			853,878
COLLATERALIZED MORTGAGE OBLIGATION - PRIVATE MORTGAGE BACKED SECURITIES - 2.52%
Bear Stearns Commercial Mortgage Securities,
4.945%, 02/11/2041	25,989		25,981
5.537%, 10/12/2041	50,000		57,243
Citigroup Commercial Mortgage Trust,
5.462%, 10/15/2049	35,000		36,271
CS First Boston Mortgage Securities Co.,
3.936%, 05/15/2038	39,625		40,421
GMAC Commercial Mortgage Securites Inc.,
5.238%, 11/10/2045 (b)	75,000		81,552
GS Mortgage Securities Corp.
3.482%, 01/10/2045	60,000		60,898
5.56%, 11/14/2039	70,000		78,825
JP Morgan Chase Commercial Mortgage,
5.42%, 01/15/2049	45,000		49,916
LB-UBS Commercial Mortgage Trust,
4.794%, 07/15/2040	50,000		53,348
5.347%, 11/15/2038	45,000		49,912
Morgan Stanley Capital,
5.54%,  06/15/2038 (b)	40,000		42,939
5.92%, 08/12/2041 (b)	33,351		33,854
5.359%, 02/12/2044	47,552		47,520
5.514%, 11/12/2049 (b)	45,000		50,749

	Principal		Fair
	Amount		Value
Wachovia Bank Commercial Mortgage Trust,
5.308%, 11/15/2048	$	45,000	$	50,598
Wells Fargo Commercial Mortgage Trust,
3.667%, 11/18/2044		45,000		47,760
TOTAL COLLATERALIZED MORTGAGE OGLIGATION -
PRIVATE MORTGAGE BACKED SECURITES (Cost $790,695)				807,787
CORPORATE BONDS - 11.05%
Accommodation and Food Services - 0.15%
Starbucks Corp., 6.250%, 08/15/2017		40,000		47,738
Finance and Insurance - 5.34%
AMB Property LP,
6.625%, 12/01/2019		10,000		11,193
7.50%, 06/30/2018		35,000		40,117
American International Group, Inc.,
5.85%, 01/16/2018		20,000		20,906
Bank Of America Corp.,
5.75%, 08/15/2016		30,000		29,945
7.375%, 05/15/2014		55,000		59,377
7.625%, 06/01/2019		70,000		79,229
Barrick Gold Finance Co.
2.90%, 05/30/2016 (a)		50,000		52,011
BB&T Corp., 3.95%, 04/29/2016		70,000		76,576
Bear Stearns Cos. LLC, 6.40%, 10/02/2017		85,000		96,690
Bunge Limited Finance Corp., 4.10%, 03/15/2016		50,000		52,438
Caterpillar Financial Services Corp.,
1.375%, 05/20/2014		50,000		50,775
Equity Residential,
5.125%, 03/15/2016		35,000		38,333
First Horizon National, 5.375%, 12/15/2015		45,000		46,424
General Electric Capital Corp.,
4.375%, 09/16/2020		85,000		89,013
5.40%, 02/15/2017		50,000		56,701
5.625%, 09/15/2017		15,000		17,074
Goldman Sachs Group, Inc.,
5.375%, 03/15/2020		70,000		71,127
5.75%, 10/01/2016		45,000		48,562
HCP, Inc., 5.375%, 02/01/2021		50,000		55,354
HSBC Finance Corp, 5.00%, 06/30/2015		70,000		73,699
Jefferies Group Inc., 5.125%, 04/13/2018		50,000		45,500
John Deere Capital Corp., 1.875%, 06/17/2013		50,000		50,895
Metlife, Inc.,
6.817%, 08/15/2018		40,000		48,584
7.717%, 02/15/2019		25,000		31,702
National Rural Utilities Cooperative Finance Corp.,
7.25%, 03/01/2012		13,000		13,069
PNC Financial Services Group, Inc.,
6.00%, 12/07/2017		35,000		39,437
Prudential Financial Inc., 5.15%, 01/15/2013		55,000		56,915
The Charles Schwab Corp., 4.95%, 06/01/2014		55,000		59,927
UnitedHealth Group, Inc.,
4.70%, 02/15/2021		50,000		57,626
4.875%, 04/01/2013		45,000		46,917
Vornado Realty LP, 4.25%, 04/01/2015		45,000		47,025
Wachovia Corp., 5.75%, 06/15/2017		45,000		51,774
Wells Fargo & Co., 5.625%, 12/11/2017		85,000		97,902
				1,712,817

	Principal		Fair
	Amount		Value
Information - 1.02%
AT&T, Inc., 5.50%, 02/01/2018	$	65,000	$	77,161
Directv Holdings, 5.00%, 03/01/2021		85,000		93,666
Verizon Communications, Inc., 5.50%, 02/15/2018		85,000		101,370
Vodafone Group Plc, 5.00%, 12/16/2013 (a)		50,000		53,700
				325,897
Manufacturing - 1.91%
Alcoa Inc., 5.40%, 04/15/2021		50,000		52,590
ArcelorMittal,
9.00%, 02/15/2015 (a)		35,000		40,088
9.85%, 06/01/2019 (a)		40,000		47,224
Boeing Co., 3.50%, 02/15/2015		50,000		54,395
Coca Cola Enterprises, Inc.
5.00%, 08/15/2013		25,000		26,531
7.375%, 03/03/2014		25,000		28,448
Conagra Foods, Inc., 5.875%, 04/15/2014		40,000		43,888
ConocoPhillips, 5.625%, 10/15/2016 (a)		70,000		83,385
The Dow Chemical Co.
4.25%, 11/15/2020		50,000		53,578
7.60%, 05/15/2014		40,000		45,461
H.J. Heinz Co., 5.35%, 07/15/2013		45,000		47,916
Valero Energy Corp., 9.375%, 03/15/2019		35,000		44,727
Wyeth, 5.50%, 02/01/2014		40,000		44,029
				612,260
Mining, Quarrying, and Oil and Gas  Extraction  - 0.45%
Enterprise Products Operations LLC,
6.50%, 01/31/2019		40,000		47,361
Shell International, 4.00%, 03/21/2014 (a)		50,000		53,682
WMC Finance USA Ltd., 5.125%, 05/15/2013 (a)		40,000		42,329
				143,372
Professional, Scientific, and Technical  Services  - 0.18%
Electronic Data Systems Corp., 6.00%, 08/01/2013		55,000		58,691
Retail Trade - 0.93%
CVS Caremark Corp., 4.125%, 05/15/2021		80,000		88,067
Kroger Co., 7.50%, 01/15/2014		45,000		50,360
Nordstrom, Inc., 4.75%, 05/01/2020		45,000		50,506
Safeway, Inc., 6.35%, 08/15/2017		50,000		57,014
Target Corp., 1.125%, 07/18/2014		50,000		50,708
				296,655
Transportation and Warehousing - 0.17%
Boardwalk Pipelines LLC, 5.50%, 02/01/2017		50,000		55,303
Utilities - 0.90%
Alabama Power Co., 4.85%, 12/15/2012		40,000		41,505
Columbus Southern Power Co., 5.50%, 03/01/2013		50,000		52,216
Dominion Resources Inc., 5.00%, 03/15/2013		45,000		47,099
Georgia Power Co., 3.00%, 04/15/2016		45,000		48,048
Peco Energy Co., 4.75%, 10/01/2012		45,000		46,217
Sempra Energy, 6.50%, 06/01/2016		45,000		53,280
				288,365
TOTAL CORPORATE BONDS (Cost $3,387,903)				3,541,098
MORTGAGE BACKED SECURITES - 1.26%
FHLMC, Pool 1G0731, 2.618%, 02/01/2036 (b)		121,372		127,390
FNMA, Pool 888763, 5.083%, 10/01/2037 (b)		82,759		88,663
FNMA, Pool 913253, 2.943%, 03/01/2037 (b)		47,757		50,608

	Principal		Fair
	Amount		Value
FNMA, Pool 256638, 6.00%, 03/01/2037 (b)	$	53,545	$	58,941
FNMA, Pool 256749, 6.00%, 06/01/2037 (b)		31,272		34,423
FNMA, Pool 899717, 6.00%, 09/01/2037 (b)		40,589		44,679
TOTAL MORGAGED BACKED SECURITES (Cost $391,336)				404,704
US GOVERNMENT AGENCY ISSUES - 5.08%
FAMCA, 6.71%, 07/28/2014		20,000		23,032
FHLMC, 1.00%, 08/27/2014		200,000		203,123
FHLMC, 2.50%, 05/27/2016		195,000		209,128
FHLMC, 3.75%, 03/27/2019		180,000		207,010
FNMA, 1.125%, 06/27/2014		450,000		456,499
FNMA, 1.625%, 10/26/2015		260,000		269,402
FNMA, 3.50%, 02/15/2042		200,000		207,844
FNMA, 5.00%, 02/15/2040		35,000		37,800
GNMA, Pool 781468, 6.50%, 07/15/2032		5,617		6,567
GNMA, Pool 781159, 7.50%, 04/15/2030		4,267		5,002
GNMA, Pool 543435, 7.50%, 11/15/2030		379		389
GNMA, Pool 781187, 8.00%, 06/15/2030		1,411		1,673
TOTAL US GOVERNMENT  AGENCY ISSUES (Cost $1,591,424)				1,627,469
U.S. TREASURY OBLIGATIONS - 9.92%
U.S. Treasury Note,
0.375%, 06/30/2013		370,000		370,998
0.50%, 10/15/2014		810,000		814,936
1.00%, 10/31/2016		550,000		558,895
2.625%, 01/31/2018		360,000		394,678
3.125%, 05/15/2021		125,000		140,488
3.50%, 05/15/2020		775,000		898,152
TOTAL U.S. TREASURY OBLIGATIONS (Cost $3,069,196)				3,178,147

			Fair
	Shares		Value
EXCHANGE-TRADED FUNDS - 66.22%
Vanguard Total Bond Market ETF		252,415	$	21,220,529
TOTAL EXCHANGE-TRADED FUNDS (Cost $20,099,403)				21,220,529
SHORT-TERM INVESTMENTS - 2.75%
Fidelity Institutional Money Market Portfolio - Institutional Class, 0.22% (c)		881,381		881,381
TOTAL SHORT TERM  INVESTMENTS (Cost $881,381)				881,381
Total Investments  (Cost $31,061,942) - 101.47%				32,514,993
Liabilities in Excess of Other Assets - (1.47)%				(471,385	)
TOTAL NET ASSETS - 100.00%			$	32,043,608

FOOTNOTES
Percentages are stated as a percent of net assets.
FAMCA	Federal Agricultural Mortgage Corp.
FHLMC		Federal Home Loan Mortgage Corp.
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, 2012.
(c)	Rate shown is the 7-day yield as of January 31, 2012.

The cost basis of investments for federal income tax purposes at January 31, 2012 was as follows*:
	Cost of investments	$	31,097,689
	Gross unrealized appreciation		1,463,727
	Gross unrealized depreciation		(46,423)
	Net unrealized depreciation	$	1,417,304

*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, 2012 (Unaudited)

The Funds have adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value.  These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types.  These inputs are summarized in the three broad levels listed below:

Level 1 –	Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
Level 2 –	Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 –	Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

Following is a description of the valuation techniques applied to the Funds’ major categories of assets and liabilities measured at fair value on a recurring basis.

Equity Securities - Equity securities, including common stocks, preferred stocks, foreign issued common stocks, exchange-traded funds, closed end mutual funds and real estate investment trusts or “REITs”, which 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 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 mutual 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.

Debt Securities – Debt securities, such as corporate bonds, asset backed securities, mortgage backed securities, municipal bonds, U.S. Treasuries and U.S. government agency issues are valued at market on the basis of valuations furnished by an independent pricing service which utilizes both dealer-supplied valuations and formula-based techniques.  The pricing service may consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads, and fundamental data relating to the issuer.  In addition, the model may incorporate market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data.  Certain securities are valued principally using dealer quotations.  These securities will generally be classified in level 2 of the fair value hierarchy.

Open-End Mutual Funds - Investments in open-end mutual funds are generally priced at the ending net asset value (NAV) provided by the service agent of the Funds and will be classified as level 1 securities.

Short-Term Securities - Short-term securities having a maturity of less than 60 days 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.

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.

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, 2012 (Unaudited):
	Level 1		Level 2		Level 3		Total
Asset Backed Securities	$	-	$	853,878	$	-	$	853,878
Collateralized Mortgage Obligation - Private
Mortgage Backed Securities		-		807,787		-		807,787
Corporate Bond Securities		-		3,541,098		-		3,541,098
Exchange-Traded Funds		21,220,529		-		-		21,220,529
Mortgage Backed Securities		-		404,704		-		404,704
U.S. Government Agency Issues		-		1,627,469		-		1,627,469
U.S. Treasury Obligations		-		3,178,147		-		3,178,147
Short-Term Investments		881,381		-		-		881,381
Total Investments		22,101,910		10,413,083		-		32,514,993

Transfers between levels are recognized at the end of the reporting period. There were no transfers of securities between levels during the reporting period.  During the three months ended January 31, 2012, the Funds recognized no significant transfers to/from level 1 or level 2.  There were no level 3 securities held in the Funds during the three months ended January 31, 2012.

ActivePassive Intermediate Municipal Bond Fund
SCHEDULE OF INVESTMENTS
January 31, 2012 (Unaudited)
	Principal		Fair
	Amount		Value
MUNICIPAL BONDS - 52.86%
Arizona - 0.95%
City of Phoenix Civic Improvement Corporation, 5.50%, 07/01/2018	$	135,000	$	170,051
California - 9.07%
California Health Facilities Financing Authority, 5.50%, 07/01/2025		200,000		226,962
San Francisco Bay Area Toll Authority, 5.50%, 04/01/2021		250,000		288,662
State of California Department of Water Resources,
5.00%, 05/01/2018		100,000		123,200
5.00%, 05/01/2021		150,000		186,490
State of California Economic Recovery, 5.00%, 07/01/2020		150,000		184,095
State of California Various Purpose,
5.25%, 04/01/2022		100,000		119,737
5.00%, 03/01/2026		300,000		328,167
The Regents of the University of California Limited Project, 5.00%, 05/15/2021		150,000		170,022
				1,627,335
Colorado - 0.63%
Colorado Regional Transportation District, 5.00%, 12/01/2021		100,000		113,651
Florida - 5.40%
Florida State Turnpike Authority, 5.00%, 07/01/2020		150,000		160,525
Orlando Utilities Commission, 5.00%, 10/01/2019		250,000		304,410
State of Florida Board of Education,
5.00%, 06/01/2022		125,000		142,090
5.00%, 06/01/2023		300,000		363,189
				970,214
Georgia - 0.84%
Metropolitan Atlanta Rapid Transit Authority, 5.00%, 07/01/2017		125,000		151,565
Illinois - 2.13%
State of Illinois, Build Illinois, 5.00%, 06/15/2022		200,000		230,104
University of Illinois, 5.50%, 04/01/2019		125,000		152,281
				382,385
Massachusetts - 3.51%
Massachusetts Bay Transportation Authority, 5.00%, 07/01/2024		400,000		522,580
Massachusetts Water Pollution Abatement Trust, 5.00%, 08/01/2018		100,000		108,356
				630,936
Michigan - 3.54%
Michigan State Hospital Finance Authority, 5.00%, 11/15/2021		200,000		235,158
Michigan State Trunk Line Fund,
5.00%, 11/01/2018		200,000		234,340
5.00%, 09/01/2019		150,000		165,351
				634,849
New Hampshire - 2.07%
New Hampshire State Municipal Bond Bank,
5.00%, 08/15/2023		300,000		371,301
New Jersey - 5.04%
New Jersey Economic Development Authority, 5.00%, 03/01/2017		150,000		177,185
New Jersey Environmental Infrastructure, 5.00%, 09/01/2023		350,000		427,060
New Jersey State Transportation Trust Fund Authority,
5.25%, 06/15/2023		250,000		300,605
				904,850

	Principal		Fair
	Amount		Value
New York - 6.03%
City of New York General Obligation, 5.00%, 08/01/2022	$	400,000	$	482,204
New York City Transitional Finance Authority, 5.00%, 08/01/2020		105,000		121,708
New York State Thruway Authority, 5.00%, 03/15/2021		150,000		172,761
Metropolitan Transportation Authority New York Revenue,
5.00%, 11/15/2023		260,000		306,693
				1,083,366
North Carolina - 1.19%
North Carolina Eastern Municipal Power Agency, 5.25%, 01/01/2020		50,000		58,651
State of North Carolina Capital Improvement, 5.00%, 05/01/2021		125,000		154,248
				212,899
Oklahoma - 1.35%
Oklahoma Water Resources Board, 5.00%, 04/01/2022		200,000		242,366
Oregon - 2.41%
State of Oregon Department of Administrative Services, 5.00%, 04/01/2019		350,000		433,143
Texas - 7.21%
City of Houston Public Improvement, 5.00%, 03/01/2018		200,000		245,206
City of San Antonio Electric & Gas, 5.00%, 02/01/2021		150,000		174,387
North Texas Tollway Authority, 5.00%, 09/01/2021		300,000		365,235
Texas Public Finance Authority, 5.00%, 07/01/2019		200,000		219,866
Texas Transportation Commission State Highways, 5.00%, 04/01/2018		100,000		117,154
University of Texas System Board of Regents, 5.00%, 08/15/2022		150,000		172,452
				1,049,094
Utah - 0.89%
Intermountain Power Agency of Utah, 5.25%, 07/01/2020		150,000		159,675
Washington - 0.60%
Enery Northwest, 5.50%, 07/01/2017		100,000		106,933
TOTAL MUNICIPAL BONDS  (Cost $8,585,565)				9,244,613

		Fair
	Shares	Value
EXCHANGE-TRADED FUNDS - 40.46%
iShares S&P National AMT-Free Bond Fund	32,375	$	3,628,266
SPDR Nuveen Barclays Capital Municipal Bond ETF	149,452		3,636,167
TOTAL EXCHANGE-TRADED  FUNDS (Cost $6,569,002)			7,264,433
SHORT TERM INVESTMENTS - 5.27%
Investment Companies - 5.27%
Alpine Municipal Money Market Fund - Institutional Class, 0.06% (a)	348,024		348,024
Fidelity Institutional Tax-Exempt Portfolio - Institutional Class, 0.01% (a)	596,851		596,851
TOTAL SHORT TERM  INVESTMENTS (Cost $944,875)			944,875
Total Investments  (Cost $16,099,442) - 98.59%			17,453,921
Other Assets in Excess of Liabilities - 1.41%			253,294
TOTAL NET ASSETS - 100.00%		$	17,952,421

FOOTNOTES
Percentages are stated as a percent of net assets.
(a)	Rate shown is the 7-day yield as of January 31, 2012.

The cost basis of investments for federal income tax purposes at January 31, 2012 was as follows*:
	Cost of investments	$	16,116,877
	Gross unrealized appreciation		1,599,685
	Gross unrealized depreciation		(17,435)
	Net unrealized depreciation	$	1,582,250

*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, 2012 (Unaudited)

The Funds have adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value.  These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types.  These inputs are summarized in the three broad levels listed below:

Level 1 –		Unadjusted quoted prices in active markets for identical assets or liabilities that theFund has the ability to access.
Level 2 –	Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 –	Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

Following is a description of the valuation techniques applied to the Funds’ major categories of assets andliabilities measured at fair value on a recurring basis.

Equity Securities - Equity securities, including common stocks, preferred stocks, foreign issued common stocks, exchange-traded funds, closed end mutual funds and real estate investment trusts or “REITs”, which 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 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 mutual 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.

Debt Securities – Debt securities, such as corporate bonds, asset backed securities, mortgage backed securities, municipal bonds, U.S. Treasuries and U.S. government agency issues are valued at market on the basis of valuations furnished by an independent pricing service which utilizes both dealer-supplied valuations and formula-based techniques.  The pricing service may consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads, and fundamental data relating to the issuer.  In addition, the model may incorporate market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data.  Certain securities are valued principally using dealer quotations.  These securities will generally be classified in level 2 of the fair value hierarchy.

Open-End Mutual Funds - Investments in open-end mutual funds are generally priced at the ending net asset value (NAV) provided by the service agent of the Funds and will be classified as level 1 securities.

Short-Term Securities - Short-term securities having a maturity of less than 60 days 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.

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.

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, 2012 (Unaudited):
	Level 1		Level 2		Level 3		Total
Municipal Bonds
Arizona	$	-	$	170,051	$	-	$	170,051
California		-		1,627,335		-		1,627,335
Colorado		-		113,651		-		113,651
Florida		-		970,214		-		970,214
Georgia		-		151,565		-		151,565
Illinois		-		382,385		-		382,385
Massachusetts		-		630,936		-		630,936
Michigan		-		634,849		-		634,849
New Hampshire		-		371,301		-		371,301
New Jersey		-		904,850		-		904,850
New York		-		1,083,366		-		1,083,366
North Carolina		-		212,899		-		212,899
Oklahoma		-		242,366		-		242,366
Oregon		-		433,143		-		433,143
Texas		-		1,049,094		-		1,049,094
Utah		-		159,675		-		159,675
Washington		-		106,933		-		106,933
Total Municipal Bonds	$	-	$	9,244,613	$	-	$	9,244,613
Exchange-Traded Funds		7,264,433		-		-		7,264,433
Short-Term Investments		944,875		-		-		944,875
Total Investments	$	8,209,308	$	9,244,613	$	-	$	17,453,921

Transfers between levels are recognized at the end of the reporting period.  There were no transfers of securities between levels during the reporting period.  During the three months ended January 31, 2012, the Funds recognized no significant transfers to/from level 1 or level 2.  There were no level 3 securities held in the Funds during the three months ended January 31, 2012.

Item 2. Controls and Procedures.

(a)   The Registrant’s President/Chief Executive Officer and Treasurer/Chief 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   03/26/2012                                                                

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   03/26/2012                                                                

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

Cheryl L. King, Treasurer

Date  03/27/2012                                                                 

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