ast-pfpf_nq.htm

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, Wisconsin 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, Wisconsin 53202

(Name and address of agent for service)

(414) 765-6609

Registrant's telephone number, including area code

Date of fiscal year end: September 30, 2014

Date of reporting period: December 31, 2013

Item 1. Schedules of Investments.

Poplar Forest Partners Fund
Schedule of Investments
at December 31, 2013 (Unaudited)

Shares		Value
	COMMON STOCKS - 92.1%
	Administrative and Support Services - 1.4%
120,000	Robert Half International, Inc.	$	5,038,800

	Primary Metal Manufacturing - 2.4%
800,000	Alcoa, Inc.		8,504,000

	Chemical Manufacturing - 8.2%
44,800	Actavis Plc (a)(b)		7,526,400
458,000	Avon Products, Inc.		7,886,760
276,000	Eli Lilly & Co.		14,076,000
			29,489,160
	Computer and Electronic Product Manufacturing - 15.1%
587,500	Hewlett-Packard Co.		16,438,250
635,000	Intersil Corp. - Class A		7,283,450
250,000	TE Connectivity (a)		13,777,500
1,350,000	Xerox Corp.		16,429,500
			53,928,700
	Credit Intermediation and Related Activities - 10.6%
925,000	Bank of America Corp.		14,402,250
260,000	Citigroup, Inc.		13,548,600
170,000	JPMorgan Chase & Co.		9,941,600
			37,892,450
	Insurance Carriers and Related Activities - 16.9%
210,000	Aetna Inc.		14,403,900
186,000	Allstate Corp.		10,144,440
285,000	American International Group, Inc.		14,549,250
315,000	Lincoln National Corp.		16,260,300
92,000	MetLife, Inc.		4,960,640
			60,318,530
	Machinery Manufacturing - 6.8%
265,000	Baker Hughes, Inc.		14,643,900
345,000	General Electric Co.		9,670,350
			24,314,250
	Miscellaneous Manufacturing - 3.9%
200,000	Baxter International Inc.		13,910,000

	Miscellaneous Store Retailers - 3.9%
875,000	Staples, Inc.		13,903,750

	Oil and Gas Extraction - 5.4%
93,500	Halliburton Co.		4,745,125
355,000	Ultra Petroleum Corp. (b)		7,685,750
345,000	WPX Energy, Inc. (b)		7,031,100
			19,461,975
	Paper Manufacturing - 3.5%
372,500	Sealed Air Corp.		12,683,625

	Printing and Related Support Activities - 2.3%
410,000	R. R. Donnelley & Sons Co.		8,314,800

	Professional, Scientific, and Technical Services - 4.0%
192,000	Omnicom Group Inc.		14,279,040

	Publishing Industries - 6.4%
365,000	Electronic Arts Inc. (b)		8,373,100
390,000	Microsoft Corp.		14,597,700
			22,970,800
	Wholesale Electronic Markets and Agents and Brokers - 1.3%
60,000	Reliance Steel & Aluminum Co.		4,550,400

	TOTAL COMMON STOCKS (Cost $233,609,381)		329,560,280

	SHORT-TERM INVESTMENTS - 7.4%
26,637,763	Fidelity Institutional Money Market Portfolio - Select Class, 0.03% (c)		26,637,763
	Total Short-Term Investments (Cost $26,637,763)		26,637,763

	Total Investments in Securities (Cost $260,247,144) - 99.5%		356,198,043
	Other Assets in Excess of Liabilities - 0.5%		1,698,878
	NET ASSETS - 100.0%	$	357,896,921

	(a) U.S. traded security of a foreign issuer.
	(b) Non-income producing security.
	(c) Rate shown is the 7-day annualized yield at December 31, 2013.

Note 1 – Securities Valuation

The Poplar Forest Partners Fund’s (the “Fund”) investments are carried at their fair value. Equity securities that are primarily traded on a national securities exchange shall be valued at the last sales price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale price 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.

Short-term securities having a maturity of 60 days or less are valued at their 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 Board of Trustees (“Board) has delegated day-to-day valuation issues to a Valuation Committee of the Trust which is comprised of representatives from U.S. Bancorp Fund Services, LLC, the Fund’s administrator. The function of the Valuation Committee is to value securities where current and reliable market quotations are not readily available or the closing price does not represent fair value by following procedures approved by the Board. These procedures consider many factors, including the type of security, size of holding, trading volume and news events. All actions taken by the Valuation Committee are subsequently reviewed and ratified by the Board.

Depending on the relative significance of the valuation inputs, fair valued securities may be classified in either level 2 or level 3 of the fair value hierarchy.

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 majority 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.

The inputs or methodology used for valuing securities are not necessarily 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 December 31, 2013:

	Level 1		Level 2		Level 3		Total
Common Stocks
Administrative Support and Waste Management	$	19,682,700	$	-	$	-	$	19,682,700
Finance and Insurance		98,210,980		-		-		98,210,980
Information		22,970,800		-		-		22,970,800
Manufacturing		106,293,635		-		-		106,293,635
Mining, Quarrying, and Oil and Gas Extraction		19,461,975		-		-		19,461,975
Professional, Scientific, and Technical Services		14,279,040		-		-		14,279,040
Retail Trade		13,903,750		-		-		13,903,750
Wholesale Trade		34,757,400		-		-		34,757,400
Total Common Stocks		329,560,280		-		-		329,560,280
Short-Term Investments		26,637,763		-		-		26,637,763
Total Investments in Securities	$	356,198,043	$	-	$	-	$	356,198,043

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 December 31, 2013, 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 period ended December 31, 2013.

Note 2 – Federal Income Taxes

The cost basis of investments for federal income tax purposes at December 31, 2013 was as follows*:

Cost of investments	$	260,392,731

Gross unrealized appreciation	$	97,578,036
Gross unrealized depreciation		(1,772,724	)
Net unrealized appreciation	$	95,805,312

* 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.

Item 2. Controls and Procedures.

(a)

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

(b)

There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) (17 CFR 270.30a-3(d)) that occurred during the Registrant's last fiscal quarter that has 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.