N-CSRS 1 wbif-ncsrs.htm WBI FUNDS SEMIANNUAL REPORT 05-31-11 wbif-ncsrs.htm
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: November 30, 2011



Date of reporting period: May 31, 2011

 
 

 

Item 1. Reports to Stockholders.

 
 
 
 
 
 
 
 
 
 
WBI Absolute Return Balanced Fund
 
WBI Absolute Return Dividend Growth Fund
 



















 


Semi-Annual Report
For the period ended
May 31, 2011
 
 
 

 
 

 
WBI Funds

EXPENSE EXAMPLE – May 31, 2011 (Unaudited)


Generally, shareholders of mutual funds incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, redemption fees, and exchange fees, and (2) ongoing costs, including management fees, distribution and/or service fees, and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds 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 in the No Load Shares and the Institutional Shares of each Fund at the beginning of the period and held for the entire period (12/29/10– 5/31/11).
 
Actual Expenses
 
The first line of the tables below provides information about actual account values and actual expenses, with actual net expenses being limited to 2.00% and 1.75% per the operating expenses limitation agreement for the No Load Shares and the Institutional Shares, respectively, of each Fund. Although the Funds charge 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 Funds’ transfer agent. To the extent the Funds invest in shares of other investment companies as part of its investment strategy, you will indirectly bear your proportionate share of any fees and expenses charged by the underlying funds in which the Funds invest in addition to the expenses of the Funds.  Actual expenses of the underlying funds are expected to vary among the various underlying funds.  The Example below includes, but is not limited to, management fees, 12b-1 fees, fund accounting, custody and transfer agent fees. You may use the information in the first line, 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 tables below provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Funds’ 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 Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.  Please note that the expenses shown in the tables are
 

 
3

 
WBI Funds
 
EXPENSE EXAMPLE – May 31, 2011 (Unaudited), Continued

meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the tables is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these costs were included, your transaction costs would have been higher.
 
WBI Absolute Return Balanced Fund – No Load Shares
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
12/29/10+
5/31/11
12/29/10 – 5/31/11*
Actual
$1,000.00
$1,033.00
$8.52
Hypothetical
     
  (5% return before expenses)
$1,000.00
$1,012.58
$8.44
 
+
Commencement of operations.
*
Expenses are equal to the Fund’s annualized expense ratio of 2.00%, multiplied by the average account value over the period, multiplied by 153 (days in most recent fiscal half-year) divided by 365 days to reflect the one-half year expense.
 
WBI Absolute Return Balanced Fund – Institutional Shares
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
12/29/10+
5/31/11
12/29/10 – 5/31/11*
Actual
$1,000.00
$1,034.00
$7.46
Hypothetical
     
  (5% return before expenses)
$1,000.00
$1,013.62
$7.39
 
+
Commencement of operations.
*
Expenses are equal to the Fund’s annualized expense ratio of 1.75%, multiplied by the average account value over the period, multiplied by 153 (days in most recent fiscal half-year) divided by 365 days to reflect the one-half year expense.
 
WBI Absolute Return Dividend Growth Fund – No Load Shares
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
12/29/10+
5/31/11
12/29/10 – 5/31/11*
Actual
$1,000.00
$1,080.00
$8.72
Hypothetical
     
  (5% return before expenses)
$1,000.00
$1,012.58
$8.44
 
+
Commencement of operations.
*
Expenses are equal to the Fund’s annualized expense ratio of 2.00%, multiplied by the average account value over the period, multiplied by 153 (days in most recent fiscal half-year) divided by 365 days to reflect the one-half year expense.
 

 
4

 
WBI Funds
 
EXPENSE EXAMPLE – May 31, 2011 (Unaudited), Continued

WBI Absolute Return Dividend Growth Fund – Institutional Shares
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
12/29/10+
5/31/11
12/29/10 – 5/31/11*
Actual
$1,000.00
$1,080.00
$7.63
Hypothetical
     
  (5% return before expenses)
$1,000.00
$1,013.62
$7.39
 
+
Commencement of operations.
*
Expenses are equal to the Fund’s annualized expense ratio of 1.75%, multiplied by the average account value over the period, multiplied by 153 (days in most recent fiscal half-year) divided by 365 days to reflect the one-half year expense.
 
 
 
 
 
 
 

 
5

 
WBI Funds

SECTOR ALLOCATION OF PORTFOLIO ASSETS – May 31, 2011 (Unaudited)

WBI Absolute Return Balanced Fund
 
 





SECTOR ALLOCATION OF PORTFOLIO ASSETS – May 31, 2011 (Unaudited)

WBI Absolute Return Dividend Growth Fund
 






Percentages represent market value as a percentage of total investments.
 

 
6

 
WBI Absolute Return Balanced Fund
 
SCHEDULE OF INVESTMENTS at May 31, 2011 (Unaudited)

Shares
 
COMMON STOCKS - 29.70%
 
Value
 
           
   
Commercial and Service Industry Machinery
     
   
  Manufacturing - 1.11%
     
  752  
KLA-Tencor Corp.
  $ 32,411  
               
     
Computer Systems Design and
       
     
  Related Services - 0.89%
       
  1,411  
iGATE Corp. (a)
    26,033  
               
     
Depository Credit Intermediation - 3.15%
       
  1,047  
M&T Bank Corp.
    92,450  
               
     
Electric Power Generation, Transmission
       
     
  and Distribution - 8.11%
       
  1,995  
Exelon Corp.
    83,491  
  3,345  
Pepco Holdings, Inc.
    66,799  
  3,105  
PPL Corp.
    87,530  
            237,820  
     
Motor Vehicle Parts Manufacturing - 2.28%
       
  869  
Autoliv, Inc.
    66,896  
               
     
Other Food Manufacturing - 1.71%
       
  999  
McCormick & Co., Inc.
    50,140  
               
     
Pharmaceutical and Medicine
       
     
  Manufacturing - 9.43%
       
  2,435  
Merck & Co., Inc.
    89,486  
  1,433  
Novartis AG - ADR
    92,457  
  2,392  
Sanofi-Aventis - ADR
    94,747  
            276,690  
     
Semiconductor and Other Electronic
       
     
  Component Manufacturing - 2.34%
       
  978  
Molex, Inc.
    26,768  
  3,749  
STMicroelectronics N.V. - ADR
    41,876  
            68,644  
     
Water, Sewage and Other Systems - 0.68%
       
  577  
American States Water Co.
    19,953  
     
TOTAL COMMON STOCKS
       
     
  (Cost $837,896)
    871,037  

The accompanying notes are an integral part of these financial statements.

 
7

 
WBI Absolute Return Balanced Fund

SCHEDULE OF INVESTMENTS at May 31, 2011 (Unaudited), Continued

Shares
 
EXCHANGE-TRADED FUNDS - 7.97%
 
Value
 
             
  1,188  
iShares iBoxx $ High Yield
     
     
  Corporate Bond Fund
  $ 109,771  
  1,113  
iShares iBoxx $ Investment Grade
       
     
  Corporate Bond Fund
    124,033  
     
TOTAL EXCHANGE-TRADED FUNDS
       
     
  (Cost $232,013)
    233,804  
               
               
Principal
           
Amount
 
CORPORATE BONDS - 27.13%
       
               
     
Depository Credit Intermediation - 3.36%
       
     
Citigroup, Inc.
       
  $100,000  
  5.875%, 2/22/2033
    98,431  
               
     
Electric Power Generation, Transmission
       
     
  and Distribution - 3.84%
       
     
Exelon Corp.
       
  115,000  
  5.625%, 6/15/2035
    112,683  
               
     
Fruit and Vegetable Preserving and
       
     
  Specialty Food Manufacturing - 2.00%
       
     
Sara Lee Corp.
       
  60,000  
  6.125%, 11/1/2032
    58,599  
               
     
Household and Institutional Furniture
       
     
  and Kitchen Cabinet Manufacturing - 1.91%
       
     
Masco Corp.
       
  60,000  
  6.50%, 8/15/2032
    55,896  
               
     
Insurance Carriers - 3.86%
       
     
Travelers Companies, Inc.
       
  115,000  
  3.90%, 11/1/2020
    113,134  
               
     
Management of Companies
       
     
  and Enterprises - 0.68%
       
     
JPMorgan Chase & Co.
       
  10,000  
  2.60%, 1/15/2016
    9,875  
     
Morgan Stanley
       
  10,000  
  3.45%, 11/2/2015
    10,030  
            19,905  
               

The accompanying notes are an integral part of these financial statements.

 
8

 
WBI Absolute Return Balanced Fund

SCHEDULE OF INVESTMENTS at May 31, 2011 (Unaudited), Continued

Principal
         
Amount
     
Value
 
           
   
Navigational, Measuring, Electromedical, and
     
   
  Control Instruments Manufacturing - 3.71%
     
   
Raytheon Co.
     
  $115,000  
  3.125%, 10/15/2020
  $ 108,883  
               
     
Non-Depository Credit Intermediation - 3.69%
       
     
John Deere Capital Corp.
       
  10,000  
  2.80%, 9/18/2017
    10,085  
     
General Electric Capital Corp.
       
  100,000  
  5.00%, 5/15/2030
    98,262  
            108,347  
               
     
Securities and Commodity Contracts
       
     
  Intermediation and Brokerage - 0.34%
       
     
Goldman Sachs Group, Inc.
       
  10,000  
  3.625%, 2/7/2016
    10,039  
               
     
Wired Telecommunications Carriers - 3.74%
       
     
Verizon Maryland, Inc.
       
  115,000  
  5.125%, 6/15/2033
    109,797  
     
TOTAL CORPORATE BONDS
       
     
  (Cost $799,649)
    795,714  
 
Shares
 
SHORT-TERM INVESTMENTS - 49.97%
     
  1,465,280  
Invesco STIT-Treasury - Institutional Class,
     
        0.02% (b)     1,465,280  
     
TOTAL SHORT-TERM INVESTMENTS
       
     
(Cost $1,465,280)
    1,465,280  
     
TOTAL INVESTMENTS IN SECURITIES
       
     
(Cost $3,334,838) - 114.77%
    3,365,835  
     
Liabilities in Excess of Other Assets - (14.77)%
    (433,283 )
     
NET ASSETS - 100.00%
  $ 2,932,552  
                 


(a)
Non-income producing security.
(b)
Rate shown is the 7-day yield as of May 31, 2011.
ADR - American Depositary Receipt

The accompanying notes are an integral part of these financial statements.

 
9

 
WBI Absolute Return Dividend Growth Fund

SCHEDULE OF INVESTMENTS at May 31, 2011 (Unaudited)

Shares
 
COMMON STOCKS - 68.27%
 
Value
 
           
   
Aerospace Product and Parts
     
   
  Manufacturing - 4.60%
     
  4,658  
Boeing Co.
  $ 363,464  
  3,579  
Lockheed Martin Corp.
    278,804  
            642,268  
     
Clothing Stores - 3.00%
       
  21,603  
Gap, Inc.
    419,098  
               
     
Commercial and Service Industry
       
     
  Machinery Manufacturing - 1.08%
       
  3,485  
KLA-Tencor Corp.
    150,204  
               
     
Communications Equipment
       
     
  Manufacturing - 1.50%
       
  2,570  
L-3 Communications Holdings, Inc.
    209,841  
               
     
Computer Systems Design and
       
     
  Related Services - 1.50%
       
  11,368  
iGATE Corp.
    209,740  
               
     
Converted Paper Product
       
     
  Manufacturing - 2.59%
       
  5,460  
Greif, Inc. - Class A
    361,015  
               
     
Data Processing, Hosting, and
       
     
  Related Services - 3.64%
       
  9,215  
Automatic Data Processing, Inc.
    507,839  
               
     
Electric Power Generation, Transmission
       
     
  and Distribution - 6.96%
       
  2,553  
Empresa Nacional de Elctrcidad S.A. - ADR
    141,028  
  11,181  
Pinnacle West Capital Corp.
    506,052  
  11,514  
PPL Corp.
    324,580  
            971,660  
     
Elementary and Secondary Schools - 1.29%
       
  1,500  
Strayer Education, Inc.
    180,270  
               
     
Health and Personal Care Stores - 5.41%
       
  7,669  
CVS Caremark Corp.
    296,714  
  10,487  
Walgreen Co.
    457,548  
            754,262  
     
Industrial Machinery Manufacturing - 1.58%
       
  5,631  
ASML Holding N.V. - ADR
    219,665  

The accompanying notes are an integral part of these financial statements.

 
10

 
WBI Absolute Return Dividend Growth Fund
 
SCHEDULE OF INVESTMENTS at May 31, 2011 (Unaudited), Continued

Shares
     
Value
 
           
   
Lessors of Real Estate - 2.59%
     
  6,156  
Equity Lifestyle Properties, Inc.
  $ 361,665  
               
     
Limited-Service Eating Places - 1.38%
       
  5,247  
Starbucks Corp.
    193,037  
               
     
Newspaper, Periodical, Book, and
       
     
  Directory Publishers - 3.45%
       
  11,337  
McGraw-Hill Companies, Inc.
    481,482  
               
     
Other General Merchandise Stores - 0.84%
       
  2,366  
Target Corp.
    117,188  
               
     
Pharmaceutical and Medicine
       
     
  Manufacturing - 6.64%
       
  13,250  
Sanofi-Aventis - ADR
    524,832  
  7,889  
Teva Pharmaceutical Industries Ltd. - ADR
    401,550  
            926,382  
     
Pulp, Paper, and Paperboard Mills - 1.11%
       
  10,068  
P.H. Glatfelter Co.
    155,148  
               
     
Resin, Synthetic Rubber, and Artificial Synthetic
       
     
  Fibers and Filaments Manufacturing - 1.30%
       
  7,116  
A. Schulman, Inc.
    181,387  
               
     
Securities and Commodity Contracts
       
     
  Intermediation and Brokerage - 7.06%
       
  2,346  
BlackRock, Inc.
    482,244  
  5,092  
MarketAxess Holdings, Inc.
    122,004  
  9,866  
Waddell & Reed Financial, Inc.  - Class A
    380,827  
            985,075  
     
Semiconductor and Other Electronic
       
     
  Component Manufacturing - 6.08%
       
  11,979  
Analog Devices, Inc.
    493,175  
  10,252  
Linear Technology Corp.
    354,617  
            847,792  
     
Software Publishers - 0.94%
       
  5,237  
Microsoft Corp.
    130,977  
               
     
Special Food Services - 1.26%
       
  3,717  
Cracker Barrel Old Country Store, Inc.
    176,111  
               

The accompanying notes are an integral part of these financial statements.

 
11

 

WBI Absolute Return Dividend Growth Fund
 
SCHEDULE OF INVESTMENTS at May 31, 2011 (Unaudited), Continued

Shares
     
Value
 
           
   
Wireless Telecommunications Carriers
     
   
  (except Satellite) - 2.47%
     
  9,012  
Rogers Communications, Inc. - Class B (a)
  $ 344,619  
     
TOTAL COMMON STOCKS
       
     
  (Cost $9,420,823)
    9,526,725  
               
     
PREFERRED STOCKS - 1.91%
       
     
Wireless Telecommunications Carriers
       
     
  (except Satellite) - 1.91%
       
  5,433  
Tim Participacoes S.A. - ADR
    265,837  
     
TOTAL PREFERRED STOCKS
       
     
  (Cost $250,882)
    265,837  
               
     
EXCHANGE-TRADED FUNDS - 4.76%
       
  8,310  
iShares S&P Latin American 40 Index Fund
    435,278  
  2,795  
Vanguard Consumer Staples ETF
    228,405  
     
TOTAL EXCHANGE-TRADED FUNDS
       
     
  (Cost $652,867)
    663,683  
               
     
SHORT-TERM INVESTMENTS - 14.42%
       
  2,011,951  
Invesco STIT-Treasury Portfolio -
       
     
  Institutional Class, 0.02% (b)
    2,011,951  
     
TOTAL SHORT-TERM INVESTMENTS
       
     
  (Cost $2,011,951)
    2,011,951  
     
TOTAL INVESTMENTS IN SECURITIES
       
     
  (Cost $12,336,523) - 89.36%
    12,468,196  
     
Other Assets in Excess of Liabilities - 10.64%
    1,485,166  
     
NET ASSETS - 100.00%
  $ 13,953,362  

(a)
U.S. traded security of a foreign issuer.
(b) 
Rate shown is the 7-day yield as of May 31, 2011.
ADR - American Depositary Receipt
ETF - Exchange-Traded Fund

The accompanying notes are an integral part of these financial statements.

 
12

 
WBI Funds

STATEMENTS OF ASSETS AND LIABILITIES at May 31, 2011 (Unaudited)

             
   
WBI Absolute
   
WBI Absolute
 
   
Return
   
Return
 
   
Balanced
   
Dividend
 
   
Fund
   
Growth Fund
 
ASSETS
           
Investments in securities, at value (identified
           
  cost $3,334,838 and $12,336,523, respectively)
  $ 3,365,835     $ 12,468,196  
Cash
    319        
Receivables
               
Fund shares sold
    17,520       1,148,041  
Investment securities sold
          735,333  
Dividends and interest
    15,295       45,201  
Dividend tax reclaim
    288       2,254  
Due from Advisor (Note 4)
    15,261       5,429  
Prepaid expenses
    25,848       25,393  
Total assets
    3,440,366       14,429,847  
                 
LIABILITIES
               
Payables
               
Investment securities purchased
    452,151       415,852  
Due to Advisor (Note 4)
    17,184       18,750  
Administration and fund accounting fees
    14,874       14,874  
Audit fees
    7,320       7,320  
Transfer agent fees and expenses
    7,095       5,525  
Service fees
    1,503       5,616  
Legal fees
    3,126       3,126  
Chief Compliance Officer fee
    1,693       1,693  
Shareholder reporting
    1,373       1,373  
Custody fees
    838       967  
12b-1 fees
    245       964  
Accrued expenses
    412       425  
Total liabilities
    507,814       476,485  
NET ASSETS
  $ 2,932,552     $ 13,953,362  

The accompanying notes are an integral part of these financial statements.

 
13

 
WBI Funds

STATEMENTS OF ASSETS AND LIABILITIES at May 31, 2011 (Unaudited), Continued


             
   
WBI Absolute
   
WBI Absolute
 
   
Return
   
Return
 
   
Balanced
   
Dividend
 
   
Fund
   
Growth Fund
 
CALCULATION OF NET ASSET
           
  VALUE PER SHARE
           
No Load Shares
           
Net assets applicable to shares outstanding
  $ 719,104     $ 2,770,317  
Shares issued and outstanding [unlimited number
               
  of shares (par value $0.01) authorized]
    69,604       256,578  
Net asset value, offering and
               
  redemption price per share
  $ 10.33     $ 10.80  
                 
Institutional Shares
               
Net assets applicable to shares outstanding
  $ 2,213,448     $ 11,183,045  
Shares issued and outstanding [unlimited number
               
  of shares (par value $0.01) authorized]
    214,104       1,035,906  
Net asset value, offering and
               
  redemption price per share
  $ 10.34     $ 10.80  
                 
COMPONENTS OF NET ASSETS
               
Paid-in capital
  $ 2,912,412     $ 13,827,494  
Undistributed net investment income
    2,775       30,731  
Accumulated net realized loss on investments
    (13,632 )     (36,536 )
Net unrealized appreciation on investments
    30,997       131,673  
Net assets
  $ 2,932,552     $ 13,953,362  


The accompanying notes are an integral part of these financial statements.

 
14

 
WBI Funds

STATEMENTS OF OPERATIONS at May 31, 2011 (Unaudited)

   
WBI Absolute
   
WBI Absolute
 
   
Return
   
Return
 
   
Balanced
   
Dividend
 
   
Fund
   
Growth Fund
 
INVESTMENT INCOME
           
Income
           
Dividends (Net of foreign taxes withheld
           
  of $543 and $3,877, respectively)
  $ 9,196     $ 57,586  
Interest
    701       82  
Total investment income
    9,897       57,668  
                 
Expenses
               
Adminstration and fund accounting fees (Note 4)
    37,551       37,551  
Transfer agent fees and expenses (Note 4)
    15,599       15,600  
Registration fees
    14,211       14,211  
Audit fees
    7,320       7,320  
Chief Compliance Officer fee (Note 4)
    4,193       4,193  
Advisory fees (Note 4)
    3,885       14,648  
Legal fees
    3,354       3,354  
Trustee fees
    2,984       2,984  
Custody fees (Note 4)
    2,678       3,850  
Reports to shareholders
    1,373       1,373  
Service fees - No Load Shares (Note 6)
    512       2,044  
Service fees - Institutional Shares (Note 6)
    1,042       3,815  
Other expenses
    944       944  
Pricing fees
    457       566  
Distribution fees - No Load Shares (Note 5)
    323       1,303  
Total expenses
    96,426       113,756  
Less: advisory fee waiver and
               
  expense reimbursement (Note 4)
    (89,304 )     (86,819 )
Net expenses
    7,122       26,937  
Net investment income
    2,775       30,731  
                 
REALIZED AND UNREALIZED
               
  GAIN/(LOSS) ON INVESTMENTS
               
Net realized loss on investments
    (13,632 )     (36,536 )
Net change in unrealized
               
  appreciation on investments
    30,997       131,673  
Net realized and unrealized gain on investments
    17,365       95,137  
Net Increase in Net Assets
               
  Resulting from Operations
  $ 20,140     $ 125,868  

The accompanying notes are an integral part of these financial statements.


 
15

 
WBI Funds

STATEMENTS OF CHANGES IN NET ASSETS December 29, 2010* to May 31, 2011 (Unaudited)

   
WBI Absolute
   
WBI Absolute
 
   
Return Balanced
   
Return Dividend
 
   
Fund
   
Growth Fund
 
INCREASE (DECREASE) IN NET ASSETS FROM:
           
OPERATIONS
           
Net investment income
  $ 2,775     $ 30,731  
Net realized loss on investments
    (13,632 )     (36,536 )
Net change in unrealized
               
  appreciation on investments
    30,997       131,673  
Net increase in net assets
               
  resulting from operations
    20,140       125,868  
                 
CAPITAL SHARE TRANSACTIONS
               
Net increase in net assets derived from
               
  net change in outstanding shares (a)
    2,912,412       13,827,494  
Total increase in net assets
    2,932,552       13,953,362  
                 
NET ASSETS
               
Beginning of period
           
End of period
  $ 2,932,552     $ 13,953,362  
Undistributed net investment
               
  income at end of period
  $ 2,775     $ 30,731  

(a)
A summary of share transactions is as follows:

   
No Load Shares
   
No Load Shares
 
   
December 29, 2010* to
   
December 29, 2010* to
 
   
May 31, 2011
   
May 31, 2011
 
   
(Unaudited)
   
(Unaudited)
 
   
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
Shares sold
    70,131     $ 715,660       261,670     $ 2,734,248  
Shares redeemed**
    (527 )     (5,368 )     (5,092 )     (54,599 )
Net increase
    69,604     $ 710,292       256,578     $ 2,679,649  
** Net of redemption fees of
          $             $ 1,012  
                                 
   
Institutional Shares
   
Institutional Shares
 
   
December 29, 2010* to
   
December 29, 2010* to
 
   
May 31, 2011
   
May 31, 2011
 
   
(Unaudited)
   
(Unaudited)
 
   
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
Shares sold
    214,104     $ 2,202,120       1,070,238     $ 11,520,405  
Shares redeemed
                (34,332 )     (372,560 )
Net increase
    214,104     $ 2,202,120       1,035,906     $ 11,147,845  

*
Commencement of operations.
 
The accompanying notes are an integral part of these financial statements.

 
16

 
WBI Absolute Return Balanced Fund

FINANCIAL HIGHLIGHTS – For a share outstanding throughout each period

             
   
No Load Shares
   
Institutional Shares
 
   
December 29, 2010*
   
December 29, 2010*
 
   
to
   
to
 
   
May 31, 2011
   
May 31, 2011
 
   
(Unaudited)
   
(Unaudited)
 
Net asset value, beginning of period
  $ 10.00     $ 10.00  
Income from investment operations:
               
Net investment income
    0.01       0.01  
Net realized and unrealized
               
  gain on investments
    0.32       0.33  
Total from investment operations
    0.33       0.34  
Net asset value, end of period
  $ 10.33     $ 10.34  
Total return
    3.30 %‡     3.40 %‡
Ratios/supplemental data:
               
Net assets, end of period (thousands)
  $ 719     $ 2,213  
Ratio of expenses to average net assets:
               
Before expense reimbursement
    35.51 %†     19.49 %†
After expense reimbursement
    2.00 %†     1.75 %†
Ratio of net investment income/(loss)
               
  to average net assets:
               
Before expense reimbursement
    (32.97 )%†     (16.92 )%†
After expense reimbursement
    0.54 %†     0.82 %†
Portfolio turnover rate
    213.48 %‡     213.48 %‡
 
*
Commencement of operations.
Not annualized.
Annualized.
 
The accompanying notes are an integral part of these financial statements.

 
17

 
WBI Absolute Return Dividend Growth Fund

FINANCIAL HIGHLIGHTS – For a share outstanding throughout each period

   
No Load Shares
   
Institutional Shares
 
   
December 29, 2010*
   
December 29, 2010*
 
   
to
   
to
 
   
May 31, 2011
   
May 31, 2011
 
   
(Unaudited)
   
(Unaudited)
 
Net asset value, beginning of period
  $ 10.00     $ 10.00  
Income from investment operations:
               
Net investment income
 
0.06
^  
0.11
^
Net realized and unrealized
               
  gain on investments
    0.74       0.69  
Total from investment operations
    0.80       0.80  
Redemption fees retained
 
0.00
^#      
Net asset value, end of period
  $ 10.80     $ 10.80  
Total return
    8.00 %‡     8.00 %‡
Ratios/supplemental data:
               
Net assets, end of period (thousands)
  $ 2,770     $ 11,183  
Ratio of expenses to average net assets:
               
Before expense reimbursement
    11.22 %†     5.86 %†
After expense reimbursement
    2.00 %†     1.75 %†
Ratio of net investment income/(loss)
               
  to average net assets:
               
Before expense reimbursement
    (7.94 )%†     (1.56 )%†
After expense reimbursement
    1.28 %†     2.55 %†
Portfolio turnover rate
    83.68 %‡     83.68 %‡

*
Commencement of operations.
#
Amount is less than $0.01.
Not annualized.
Annualized.

The accompanying notes are an integral part of these financial statements.

 
18

 
WBI Funds
 
NOTES TO FINANCIAL STATEMENTS at May 31, 2011 (Unaudited)

NOTE 1 – ORGANIZATION
The WBI Absolute Return Balanced Fund and the WBI Absolute Return Dividend Growth Fund (the “Funds”) are each diversified series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940 (the “1940 Act”) as an open-end management investment company.  Each Fund offers No Load Shares and Institutional Shares. The investment objective of the WBI Absolute Return Balanced Fund is to seek current income and long-term appreciation, while also seeking to protect principal during unfavorable market conditions. The investment objective of the WBI Absolute Return Dividend Growth Fund is to seek long-term capital appreciation and current income. The Funds commenced operations on December 29, 2010.
 
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of significant accounting policies consistently followed by the Funds. 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 Funds’ policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to shareholders. Therefore, no Federal income or excise tax provision is required.
 
 
 
The Funds recognize 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 Funds’ 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 Funds’ 2011 tax returns.  The Funds identify their major tax jurisdictions as U.S. Federal and the state of Wisconsin; however the Funds are 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.
 
 
C.
Security Transactions, Income and Distributions: Security transactions are accounted for on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.  Interest income is recorded on an accrual basis.  Dividend income, income and capital gain distributions from underlying funds, and distributions to shareholders are recorded on the ex-dividend date.  Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and rates.
 

 
19

 
WBI Funds

NOTES TO FINANCIAL STATEMENTS at May 31, 2011 (Unaudited), Continued

 
 
The Funds distribute 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.
 
 
 
Each Fund is charged for those expenses that are directly attributable to the Fund, such as investment advisory, custody and transfer agent fees.  Expenses that are not attributable to a Fund are typically allocated among the Funds in proportion to their respective net assets.
 
 
 
Investment income, expenses (other than those specific to the class of shares), and realized and unrealized gains and losses on investments are allocated to the separate classes of each Fund based upon their relative net assets on the date income is earned or expensed and realized and unrealized gains and losses are incurred.
 
 
D.
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.
 
 
E.
Redemption Fees:  The Funds charge a 2.00% redemption fee to shareholders who redeem shares held for 60 days or less.  Such fees are retained by the Fund and accounted for as an addition to paid-in capital.  During the period ended May 31, 2011, the WBI Absolute Return Dividend Growth Fund – No Load Shares retained $1,012 in redemption fees.
 
 
F.
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.
 
 
G.
Derivatives: The Funds have adopted the financial accounting reporting rules as required by the Derivatives and Hedging Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification.  The Funds are required to include enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position.
 

 
20

 
WBI Funds
 
NOTES TO FINANCIAL STATEMENTS at May 31, 2011 (Unaudited), Continued

 
 
During the period ended May 31, 2011, the Funds did not hold any derivative instruments.
 
 
H.
Events Subsequent to the Fiscal Period End: In preparing the financial statements as of May 31, 2011, management considered the impact of subsequent events for potential recognition or disclosure in the financial statements.
 
NOTE 3 – SECURITIES VALUATION
 
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 Funds have the ability to access.
   Level 2 – Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
   Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
 
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 – The Funds’ 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 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
 

 
21

 
WBI Funds

NOTES TO FINANCIAL STATEMENTS at May 31, 2011 (Unaudited), Continued

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.
 
Corporate Bonds – Corporate bonds, including listed 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.  Most corporate bonds are categorized 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.
 
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 Funds’ securities as of May 31, 2011:
 

 
22

 
WBI Funds
 
NOTES TO FINANCIAL STATEMENTS at May 31, 2011 (Unaudited), Continued

WBI Absolute Return Balanced Fund
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
                       
  Finance and Insurance
  $ 92,450     $     $     $ 92,450  
  Manufacturing
    494,781                   494,781  
  Professional, Scientific,
                               
    and Technical Services
    26,033                   26,033  
  Utilities
    257,773                   257,773  
Total Common Stocks
    871,037                   871,037  
Exchange-Traded Funds
    233,804                   233,804  
Corporate Bonds
                               
  Finance and Insurance
          329,951             329,951  
  Information
          109,797             109,797  
  Management of Companies
                               
    and Enterprises
          19,905             19,905  
  Manufacturing
          223,378             223,378  
  Utilities
          112,683             112,683  
Total Corporate Bonds
          795,714             795,714  
Short-Term Investments
    1,465,280                   1,465,280  
Total Investments
                               
  in Securities
  $ 2,570,121     $ 795,714     $     $ 3,365,835  

WBI Absolute Return Dividend Growth Fund
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
                       
  Accommodation
                       
    and Food Services
  $ 369,148     $     $     $ 369,148  
  Educational Services
    180,270                   180,270  
  Finance and Insurance
    985,076                   985,076  
  Information
    1,464,917                   1,464,917  
  Manufacturing
    3,693,702                   3,693,702  
  Professional, Scientific,
                               
    and Technical Services
    209,740                   209,740  
  Real Estate and
                               
    Rental and Leasing
    361,665                   361,665  
  Retail Trade
    1,290,548                   1,290,548  
  Utilities
    971,659                   971,659  
Total Common Stocks
    9,526,725                   9,526,725  
Preferred Stocks
    265,837                   265,837  
Exchange-Traded Funds
    663,683                   663,683  
Short-Term Investments
    2,011,951                   2,011,951  
Total Investments
                               
  in Securities
  $ 12,468,196     $     $     $ 12,468,196  


 
 
23

 
WBI Funds

NOTES TO FINANCIAL STATEMENTS at May 31, 2011 (Unaudited), Continued

Refer to the Funds’ Schedule of Investments for a detailed break-out of securities by industry classification.  Transfers between levels are recognized at the end of the reporting period.  During the period ended May 31, 2011, 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 period ended May 31, 2011.
 
New Accounting Pronouncement – On January 21, 2010, FASB issued an Accounting Standards Update, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements, which provides guidance on how investment securities are to be valued and disclosed.  Specifically, the amendment requires reporting entities to disclose purchases, sales, issuances and settlements on a gross basis in the level 3 rollforward rather than as one net number.  The effective date of the amendment is for interim and annual periods beginning after December 15, 2010.  At this time, the Funds are evaluating the implications of the update and the impact to the financial statements.
 
NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER AGREEMENTS
 
For the period ended May 31, 2011, WBI Investments, Inc. (the “Advisor”) provided the Funds with investment management services under an Investment Advisory Agreement. The Advisor furnished all investment advice, office space, facilities, and provides most of the personnel needed by the Funds.  As compensation for its services, the Advisor is entitled to a monthly fee at the annual rate of 1.00% based upon the average daily net assets of each Fund. For the period ended May 31, 2011, the WBI Absolute Return Balanced Fund and the WBI Absolute Return Dividend Growth Fund incurred $3,885 and $14,648, respectively, in advisory fees.  As of May 31, 2011, the WBI Absolute Return Balanced Fund and the WBI Absolute Return Dividend Growth Fund owed the Advisor $17,184 and 18,750, respectively. This amount includes Fund expenses such as state registration fees which were previously paid for by the Advisor.
 
The Funds are responsible for their own operating expenses.  For the period ended May 31, 2011, the Advisor agreed to reduce fees payable to it by the Funds and to pay the Funds’ operating expenses to the extent necessary to limit each Fund’s No Load Shares aggregate annual operating expenses to 2.00% of average daily net assets and each Fund’s Institutional Shares aggregate annual operating expenses to 1.75% of average daily net assets.  The Advisor is permitted to be reimbursed only for fee reductions and expense payments made in the previous three fiscal years.  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 Funds’ payment of current ordinary operating expenses.  For the period ended May 31, 2011, the Advisor reduced its fees and absorbed Fund expenses in the amount of $89,304
 

 
24

 
WBI Funds

NOTES TO FINANCIAL STATEMENTS at May 31, 2011 (Unaudited), Continued

and $86,819 for the WBI Absolute Return Balanced Fund and the WBI Absolute Return Dividend Growth Fund, respectively. Cumulative expenses subject to recapture pursuant to the aforementioned conditions expire as follows:
 
WBI Absolute Return Balanced Fund WBI Absolute Return Dividend Growth Fund
Year
Amount
Year
Amount
2014
$89,304
2014
$86,819
 
U.S. Bancorp Fund Services, LLC (the “Administrator”) acts as the Funds’ Administrator under an Administration Agreement. The Administrator prepares various federal and state regulatory filings, reports and returns for the Funds; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Funds’ custodian, transfer agent and accountants; coordinates the preparation and payment of the Funds’ expenses and reviews the Funds’ expense accruals.  U.S. Bancorp Fund Services, LLC also serves as the fund accountant and transfer agent to the Funds. U.S. Bank N.A., an affiliate of U.S. Bancorp Fund Services, serves as the Funds’ custodian.  For the period ended May 31, 2011, the WBI Absolute Return Balanced Fund and the WBI Absolute Return Dividend Growth Fund incurred the following expenses for administration, fund accounting, transfer agency, and custody:
 
     
WBI Absolute
   
WBI Absolute
 
     
Return Balanced
   
Return Dividend
 
     
Fund
   
Growth Fund
 
 
Administration and fund accounting
  $ 37,551     $ 37,551  
 
Transfer agency (a)
    5,005       4,926  
 
Custody
    2,678       3,850  
 
(a)
Does not include out-of-pocket expenses.
 
Quasar Distributors, LLC (the “Distributor”) acts as the Funds’ principal underwriter in a continuous public offering of the Funds’ shares.  The Distributor is an affiliate of the Administrator.
 
Certain officers of the Funds are also employees of the Administrator.
 
For the period ended May 31, 2011, the WBI Absolute Return Balanced Fund and the WBI Absolute Return Dividend Growth Fund were each allocated $4,193 of the Chief Compliance Officer fee.
 
NOTE 5 – DISTRIBUTION (12b-1) FEE
 
The Funds have adopted a Distribution Plan pursuant to Rule 12b-1 (the “Plan”) for the No Load Shares only. The Plan permits the Funds to pay for distribution and related expenses at an annual rate of up to 0.25% of the average daily net assets of each Fund’s No Load Shares.  The expenses covered by the Plan may include the cost in connection with the promotion and distribution of
 

 
25

 
WBI Funds

NOTES TO FINANCIAL STATEMENTS at May 31, 2011 (Unaudited), Continued

shares and the provision of personal services to shareholders, including, but not necessarily limited to, advertising, compensation to underwriters, dealers and selling personnel, the printing and mailing of prospectuses to other than current Fund shareholders, and the printing and mailing of sales literature.  Payments made pursuant to the Plan will represent compensation for distribution and service activities, not reimbursements for specific expenses incurred.  For the period ended May 31, 2011, the WBI Absolute Return Balanced Fund No Load Shares and the WBI Absolute Return Dividend Growth Fund No Load Shares paid the Distributor $323 and $1,303, respectively.
 
NOTE 6 – SHAREHOLDER SERVICING FEE
 
The Funds have entered into a Shareholder Servicing Agreement (the “Agreement”) with the Advisor, under which the No Load Shares and Institutional Shares may pay servicing fees at an annual rate of 0.40% of the average daily net assets of each class.  Payments to the Advisor under the Agreement may reimburse the Advisor for payments it makes to selected brokers, dealers and administrators which have entered into Service Agreements with the Advisor for services provided to shareholders of the Funds.  The services provided by such intermediaries are primarily designed to assist shareholders of the Funds and include the furnishing of office space and equipment, telephone facilities, personnel and assistance to the Funds in servicing such shareholders.  Services provided by such intermediaries also include the provision of support services to the Funds and include establishing and maintaining shareholders’ accounts and record processing, purchase and redemption transactions, answering routine client inquiries regarding the Funds, and providing such other personal services to shareholders as the Funds may reasonably request.  For the period ended May 31, 2011, the WBI Absolute Return Balanced Fund No Load Shares and Institutional Shares incurred shareholder servicing fees of $512 and $1,042, respectively, under the Agreement. For the period ended May 31, 2011, the WBI Absolute Return Dividend Growth No Load Shares and Institutional Shares incurred shareholder servicing fees of $2,044 and $3,815, respectively, under the Agreement.
 
NOTE 7 – PURCHASES AND SALES OF SECURITIES
 
For the period ended May 31, 2011, the cost of purchases and the proceeds from sales of securities, excluding short-term securities for the WBI Absolute Return Balanced Fund, were $3,344,855 and $1,461,645, respectively.
 
For the period ended May 31, 2011, the cost of purchases and the proceeds from sales of securities, excluding short-term securities for the WBI Absolute Return Dividend Growth Fund, were $12,855,181 and $2,494,067, respectively.
 

 
26

 
WBI Funds
 
NOTES TO FINANCIAL STATEMENTS at May 31, 2011 (Unaudited), Continued

NOTE 8 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
 
The cost basis of investments for federal income tax purposes at May 31, 2011 was as follows (because tax adjustments are calculated annually, these amounts do not reflect tax adjustments since the Funds did not have a full fiscal year):
 
     
WBI Absolute
   
WBI Absolute
 
     
Return Balanced
   
Return Dividend
 
     
Fund
   
Growth Fund
 
                   
 
Cost of investments
  $ 3,334,838     $ 12,336,523  
 
Gross tax unrealized appreciation
  $ 40,496     $ 270,587  
 
Gross tax unrealized depreciation
    (9,499 )     (138,914 )
 
Net tax unrealized appreciation
  $ 30,997     $ 131,673  

The Funds made no distributions during the period ended May 31, 2011.
 

 
27

 
WBI Funds
 
NOTICE TO SHAREHOLDERS at May 31, 2011 (Unaudited)

 
How to Obtain a Copy of the Funds’ Proxy Voting Policies
 
A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-855-WBI-FUND (1-855-924-3863) 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
 
Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available without charge, upon request, by calling 1-855-WBI-FUND (1-855-924-3863). Furthermore, once filed you can obtain the Funds’ proxy voting records on the SEC’s website at http://www.sec.gov.
 
Quarterly Filings on Form N-Q
 
The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q.  The Funds’ Form N-Q is available on the SEC’s website at http://www.sec.gov.  The Funds’ 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 1-202-551-8090.  Information included in the Funds’ Form N-Q is also available, upon request, by calling 1-855-WBI-FUND (1-855-924-3863).
 

 
28

 
WBI Funds
 
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited)

 
At a meeting held on December 8 and 9, 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 WBI Absolute Return Balanced Fund and WBI Absolute Return Dividend Growth Fund (the “Funds”) for a period not to exceed two years.  Prior to this meeting, the Board received and reviewed substantial information regarding the Funds, the Advisor and the services expected to be provided by the Advisor to the Funds 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 Funds.  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-to-day activities of the Funds.  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 business continuity plan.  The Board also considered the Advisor’s business plan, noting that the Advisor had been managing private institutional accounts since 1984 and managing accounts with substantially similar objectives, policies, strategies and risks as the Balanced Fund since 1992 and the Dividend Growth Fund since 2008.  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 Funds, the Board reviewed and compared the Funds’ anticipated fees and expenses to those funds in their respective Lipper peer groups, as well as the fees and expenses for similar 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.
 

 
29

 
WBI Funds
 
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued

 
The Board noted that the Advisor was agreeing to waive its advisory fees or reimburse the Funds for certain of each Fund’s expenses to the extent necessary to maintain an annual expense ratio of 2.00% for No Load shares and 1.75% for Institutional shares (respectively, the “Expense Cap”).
 
The Board noted that each Fund’s expected total operating expenses for No Load shares, with a Rule 12b-1 Plan Fee and a Shareholder Servicing Plan fee, and Institutional shares, with a Shareholder Servicing Plan Fee, were above the peer group median and average.  The Board also noted that each Fund’s expected contractual advisory fee was above the peer group median and average, but that the contractual advisory fee was in line with the fees charged by the Advisor to its separately managed account 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 Funds grew.  The Board noted that the Advisor would be contractually agreeing to reduce its advisory fees or reimburse Fund expenses indefinitely, but in no event for less than a one year term, so that the Funds do not exceed the Expense Cap.  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 Funds.  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 Funds.  The Board considered the expected profitability to the Advisor from its relationship with the Funds and considered any additional benefits that may be derived by the Advisor from its relationship with the Funds, such as benefits received in exchange for Rule 12b-1 fees on the No Load shares of the Funds.  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 Funds.
 
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 the Advisor, including advisory fees, was fair and reasonable to the Funds.  The Board, including a majority of Independent Trustees, therefore determined that the approval of the Advisory Agreement was in the best interests of the Funds and their shareholders.
 

 
30

 
WBI Funds
 
PRIVACY NOTICE


The Funds collect 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 Funds. 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 Funds 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.
 

 
31

 

 
Investment Advisor
WBI Investments, Inc.
34 Sycamore Avenue, Suite 1-E
Little Silver, NJ 07739
 
Independent Registered Public Accounting Firm
Tait, Weller & Baker, LLP
1818 Market Street, Suite 2400
Philadelphia, PA 19103
 
Legal Counsel
Paul Hastings LLP
75 East 55th Street
New York, NY 10022-3205
 
Custodian
U.S. Bank National Association
Custody Operations
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, 2nd Floor
Milwaukee, WI 53202
1-855-WBI-FUND (1-855-924-3863)
 
Distributor
Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, WI 53202
 

 
This report is intended for the shareholders of the Funds and may not be used as sales literature unless preceded or accompanied by a current prospectus.  To obtain a free prospectus, please call 1-855-924-3863.


 
 

 
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.

The Registrant has made the following material changes to its nominating committee charter concerning methods by which shareholders may recommend nominees to the Registrant’s Board of Trustees: (1) increased the advance notice requirement for a shareholder to nominate an Independent Trustee from at least 60 days prior to a shareholder meeting to between 120 and 150 days prior to a shareholder meeting; and 2) expanded the information that shareholders are required to provide when nominating a candidate for Independent Trustee.

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 the 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) A separate certification for each principal executive and principal financial officer 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)  
Certifications 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   8/1/11                                                                                                



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   8/1/11                                                                                                

                                                   

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

Date   8/1/11                                                                                     
 

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