N-CSR 1 ntrf-ncsra.htm NIEMANN TACTICAL RETURN FUND ANNUAL REPORT 2-29-12 ntrf-ncsra.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:  February 29, 2012



Date of reporting period:  February 29, 2012

 
 

 



Item 1. Reports to Stockholders.
 
 


 

 

 
     NIEMANN TACTICAL
RETURN FUND
 
 

 
The Fund is a series of Advisors Series Trust.
 

 
www.ncmfunds.net
 

 

 
ANNUAL REPORT
 
February 29, 2012
 

 
 

 
Niemann Tactical Return Fund
 
Annual Review March 31, 2012
 
Dear Shareholder,
 
For the twelve months ended February 29, 2012, the Niemann Tactical Return Fund’s Class A shares returned -12.55% (without the effect of sales charges) and the Fund’s Class C shares returned -13.19% (without the effect of sales charges).  By comparison, for the same period, the Barclays Capital Global Aggregate Bond Index returned 6.52%, the Russell 3000® Index returned 4.45% and the MSCI EAFE Index returned -7.45%.
 
The twelve months ended February 29, 2012 proved to be one of the most difficult environments possible for tactical asset allocation managers. Few investments worked for long and a lot of positions that are historically uncorrelated moved aggressively up or down in tandem. This “perfect storm” environment made it unusually challenging to reduce risk with diversification and to invest in trends that would last.
 
In fact, 2011 was one of the most volatile years on record, where 90% of stocks moved in the same direction 69 out of the approximately 250 total trading days during the year, according to the Wall Street Journal. That’s about 1 in every 4 days and more than 2008 and 2009 combined. And 2008 and 2009 were crazy years!
 
When market volatility is high for long periods and everything is moving in the same direction, it’s easy to get false reads on trends as investors resort to trading on short-term news headlines instead of long-term fundamentals. Additionally, 2011 was a year packed with market-moving headlines. As you might recall, the equity markets around the globe took quite a hit in March from the natural disaster in Japan.
 
As a result, the markets fell through key support levels, but then they quickly recovered in April. The rebound put the intermediate-term trend data we watch closely back on solid ground. However, volatility exploded in May and June and took the markets lower again. The markets were clearly showing signs of severe fatigue: upward momentum was unraveling, money flows into the market were disappearing and economic data both in the U.S. and globally were starting to slow. Even China was showing signs of stress.
 
As one would expect with a tactical style of investing, the Fund became more defensively positioned with higher cash levels and defensive-sector allocations as market risk increased. Not long after, however, Federal Reserve Chairman Ben Bernanke assured investors that policy makers would be “prepared to take additional action, if conditions warranted,” and news about the Greek debt problem suddenly turned optimistic. The equity markets roared with enthusiasm (S&P 500® Index jumped 6%) in the final week of June. The big spike triggered another false bullish read in the intermediate trend and in some of our metrics.
 
As the summer continued, it became more apparent to us that the market was indeed suffering from serious structural problems and risk was therefore higher than indicated.  After the short-lived rebound at the end of June, we quickly lowered exposure to equities in the Fund once again and became as defensive as ever since the inception of the Fund.
 

 
2

 
We not only added to cash but also took opportunities with some inverse positions and added significant exposure to the U.S. and global bond markets. After all, there were numerous reasons for the market to become skittish: the U.S. debt downgrade, continuing European sovereign debt issues, the debt ceiling fiasco in Washington, D.C., and of course, further deterioration in global economic data.
 
In August, equity markets around the world experienced intensified stress and volatility.  Headline risk regarding European debt and a looming global recession took its toll on investors psychologically, and markets around the world fell very far, very fast.  The Fund continued to be positioned very defensively, which made a lot of sense from a risk management standpoint. Bonds, defensive sectors (such as utilities), and some inverse ETFs helped the Fund hold its own for the month and helped protect against losses.
 
In the fall season, the equity markets continued to exhibit excessive volatility, but the big correction phase ended as the markets started to trade within a tighter trading range. As a result, a base formed in September and the markets began to recover and ultimately they surged substantially higher after central banks around the world pumped massive amounts of liquidity into the system and continued to hold interest rates artificially low.
 
Had it not been for yet another massive intervention from governments and central banks around the world, the markets likely would have fallen apart again and losses could have been substantial. After all, the U.S. was showing signs of a double-dip recession, China was potentially heading for a hard landing, Europe’s debt mess was threatening to spread and U.S. government debt was exploding.
 
These concerns, coupled with the downside move in the equity markets in early October, led us to underweight equities during the final three months of 2011 to control risk.  This hurt the Fund’s relative performance as the stock markets around the world (especially in the U.S.) rallied rapidly and sharply during the final three months.  That’s the bad news.
 
The good news is that while 2011 was a “perfect storm” and worst-case scenario for tactical strategies, 2012 thus far has been the opposite. Market volatility has suddenly vanished, correlations have normalized and investors are once again focusing on fundamentals. In fact, Bloomberg reported that equity, bond and currency markets are now the calmest since 2007. As a result, we have been able to structure the Fund’s holdings with diversified sources of strength and profit potential should trends carry on.
 
If the market can continue to behave normally throughout the year, we think performance strength can last. However, we can’t ignore the possibility that the markets could become manic-depressive again when central banks and governments stop artificially stimulating markets. If that happens, we think that we should be much better prepared. Here’s why:
 
After spending several months dissecting the data from the excessively volatile, high correlation phase and carefully evaluating potential solutions for these types of scenarios, we are proud to announce that we implemented what we feel are some ground breaking upgrades on February 1st. The upgrades are designed to better handle periods like last year without missing out on too much performance potential.
 

 
3

 
At the moment, we are enjoying a substantially smoother overall market environment compared to 2011. This is allowing us to identify trends that should have more consistency and less risk.
 
Looking forward, we are optimistic that our improved process should have the ability to capture more performance in uptrend cycles while still helping to preserve capital in big downtrend phases.
 
Truly yours,
 
The Niemann Team
 

 

 
Past performance is not a guarantee of future results.
 
The opinions expressed above are those of the advisor, are subject to change, and should not be considered investment advice.
 
Diversification does not assure a profit nor protect against loss in a declining market.
 
Must be preceded or accompanied by a prospectus.
 
Mutual fund investing involves risk. Principal loss is possible. Investments in foreign securities involve greater volatility and political, economic and currency risks and differences in accounting methods. These risks are greater for investments in emerging markets. Investments in smaller companies involve additional risks such as limited liquidity and greater volatility. The Fund is non-diversified, meaning it may concentrate its assets in fewer individual holdings than a diversified fund. Therefore, the Fund is more exposed to individual stock volatility than a diversified fund. Investments in debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities.
 
Investments in lower-rated and non-rated securities present a greater risk of loss to principal and interest than higher-rated securities. The Fund will bear its share of the fees and expenses of underlying funds. Shareholders will pay higher expenses than would be the case if making direct investments in underlying funds. Investments in exchange-traded funds (ÒETFsÓ) are subject to additional risks that do not apply to conventional mutual funds, including the risks that the market price of an ETF’s shares may trade at a discount to its net asset value (ÒNAVÓ), an active secondary trading market may not develop or be maintained, or trading may be halted by the exchange in which they trade, which may impact a Fund’s ability to sell its shares.
 
The MSCI EAFE (Morgan Stanley Capital International, Europe, Australia and Far East) Index is an unmanaged index of over 1,000 foreign common stock prices including the reinvestment of dividends. It is widely recognized as a benchmark for measuring the performance of international value funds. The Russell 3000® Index measures the performance of the largest 3,000 U.S. companies representing approximately 98% of the investable U.S. equity market. The Barclays Capital Global Aggregate Bond Index provides a broad-based measure of the global investment grade fixed-rate debt markets. The S&P 500® Index is a broad based unmanaged index of 500 stocks, which is widely recognized as representative of the equity market in general. You cannot invest directly in an index.
 
Correlation is a statistical measure of how two securities move in relation to each other.
 
The Niemann Tactical Return Fund is distributed by Quasar Distributors, LLC.
 

 
4

 


 
 
NIEMANN TACTICAL RETURN FUND
 
Comparison of the change in value of a $10,000 investment in the Niemann Tactical
Return Fund – Class A Shares vs the Barclays Capital Global Aggregate Bond Index,
MSCI EAFE Index, Russell 3000® Index and the Blended Index1
 
 
 
 
 
Average Annual Total Return:
One Year
Since Inception2
Niemann Tactical Return Fund – Class A Shares (with sales load)
-16.92%
-6.87%
Niemann Tactical Return Fund – Class A Shares (without sales load)
-12.55%
-4.33%
Niemann Tactical Return Fund – Class C Shares (with CDSC)
-14.05%
-5.04%
Niemann Tactical Return Fund – Class C Shares (without CDSC)
-13.19%
-5.04%
Barclays Capital Global Aggregate Bond Index
6.52%
6.97%
MSCI EAFE Index
-7.45%
2.47%
Russell 3000® Index
4.45%
10.76%
Blended Index1
1.33%
7.07%
 
Total Annual Fund Operating Expenses: Class A Shares – 5.93%; Class C Shares – 6.23%
 
Performance data quoted represents past performance; past performance does not guarantee future results.  The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.  Current performance of the Fund may be lower or higher than the performance quoted.  Performance data current to the most recent month end may be obtained by calling 1-877-626-6080.
 
Returns reflect the reinvestment of dividends and capital gain distributions.  Fee waivers are in effect.  In the absence of fee waivers,  returns would be reduced.  The performance data and graph do not reflect the deduction of taxes that a shareholder may pay on dividends, capital gain distributions, or redemption of Fund shares.  Class A shares may be subject to a 5.00% front-end sales load.  Class A shares do not have a contingent deferred sales charge (“CDSC”) except that a charge of 1% applies to certain redemptions made within twelve months, following purchases of $1 million or more without an initial sales charge. Class C shares may be subject to a CDSC of 1.00% on redemptions held for one year or less after purchase.  Performance data shown does not reflect the 1.00% redemption fee imposed on shares held less than 90 days.  If it did, total returns would be reduced. This chart does not imply any future performance.  Indices do not incur expenses and are not available for investment.
 
The Barclays Capital Global Aggregate Bond Index provides a broad-based measure of the global investment grade fixed-rate debt markets.
 
The MSCI EAFE (Morgan Stanley Capital International, Europe, Australia and Far East) Index is an unmanaged index of over 1,000 foreign common stock prices including the reinvestment of dividends. It is widely recognized as a benchmark for measuring the performance of international value funds.
 
The Russell 3000® Index measures the performance of the largest 3,000 U.S. companies representing approximately 98% of the investable U.S. equity market.
 
1
The Blended Index is a combination of one-third of the Russell 3000® Index, one-third of the Barclays  Capital Global Aggregate Bond Index, and one-third of the MSCI EAFE Index.
2
The Fund commenced operations on March 29, 2010.

 
5

 
NIEMANN TACTICAL RETURN FUND
 
EXPENSE EXAMPLE – February 29, 2012 (Unaudited)

As a shareholder of a mutual fund, you 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 Niemann Tactical Return Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (9/1/11 – 2/29/12).
 
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 1.75% and 2.50% per the operating expenses limitation agreement for the Niemann Tactical Return Fund – Class A shares and the Niemann Tactical Return Fund – Class C shares, respectively.  You will be assessed fees for outgoing wire transfers, returned checks, and stop payment orders at prevailing rates charged by U.S. Bancorp Fund Services, LLC, the Fund’s transfer agent.  To the extent the Fund invests 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 Fund invests in addition to the expenses of the Fund.  Actual expenses of the underlying funds are expected to vary among the various underlying funds.  These expenses are not included in the Example below.  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 Fund’s actual expense ratios and an assumed rate of return of 5% per year before expenses, which is different from the Fund’s actual returns.  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.  You may use this information to compare the ongoing costs of investing in the Fund and other funds.  To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.  Please note that the expenses shown in the table are 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 transaction costs were included, your costs would have been higher.
 

 
6

 
NIEMANN TACTICAL RETURN FUND
 
EXPENSE EXAMPLE – February 29, 2012 (Unaudited), Continued

 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
9/1/11
2/29/12
9/1/11 – 2/29/12*
Class A Shares
     
Actual
$1,000.00
$1,011.70
$  8.75
Hypothetical (5% return
$1,000.00
$1,016.16
$  8.77
  before expenses)
     
       
Class C Shares
     
Actual
$1,000.00
$1,007.30
$12.48
Hypothetical (5% return
$1,000.00
$1,012.43
$12.51
  before expenses)
     
 
*
Expenses are equal to the Fund’s annualized expense ratios, multiplied by the average account values over the period, multiplied by 182 (days in most recent fiscal half-year) / 366 days to reflect the one-half year expense.  The annualized expense ratios of the Niemann Tactical Return Fund – Class A Shares and the Niemann Tactical Return Fund – Class C Shares are 1.75% and 2.50%, respectively.
 

ALLOCATION OF PORTFOLIO ASSETS – February 29, 2012 (Unaudited)

 


Percentages represent market value as a percentage of total investments.
 

 
7

 
NIEMANN TACTICAL RETURN FUND
 
SCHEDULE OF INVESTMENTS at February 29, 2012
Shares
  COMMON STOCKS – 25.34%   Value  
           
   
Automotive Parts, Accessories,
     
   
  and Tire Stores – 0.57%
     
  3,429  
America’s Car-Mart, Inc. (a)
  $ 152,968  
               
     
Beverage Manufacturing – 0.54%
       
  2,538  
Monster Beverage Corp. (a)
    145,148  
               
     
Building Material and Supplies Dealers – 1.10%
       
  2,868  
Fastenal Co.
    151,086  
  3,010  
Home Depot, Inc.
    143,186  
            294,272  
     
Clothing Stores – 0.53%
       
  2,646  
Ross Stores, Inc.
    141,111  
               
     
Computer Systems Design
       
     
  and Related Services – 1.00%
       
  3,000  
Sourcefire, Inc. (a)
    135,060  
  5,378  
SPS Commerce, Inc. (a)
    133,643  
            268,703  
     
Cut and Sew Apparel Manufacturing – 0.49%
       
  2,620  
Oxford Industries, Inc.
    132,048  
               
     
Data Processing, Hosting,
       
     
  and Related Services – 0.49%
       
  4,079  
HMS Holdings Corp. (a)
    131,425  
               
     
Electrical and Electronic Goods
       
     
  Merchant Wholesalers – 1.07%
       
  700  
W.W. Grainger, Inc.
    145,411  
  7,730  
TESSCO Technologies, Inc.
    141,614  
            287,025  
     
Electronics and Appliance Stores – 0.61%
       
  5,300  
REX American Resources Corp. (a)
    162,551  
               
     
Fruit and Tree Nut Farming – 0.50%
       
  4,899  
Calavo Growers, Inc.
    134,722  
               
     
Full-Service Restaurants – 1.10%
       
  1,500  
Buffalo Wild Wings, Inc. (a)
    129,735  
  4,251  
Domino’s Pizza, Inc. (a)
    163,493  
            293,228  
 
The accompanying notes are an integral part of these financial statements.

 
8

 
NIEMANN TACTICAL RETURN FUND

SCHEDULE OF INVESTMENTS at February 29, 2012, Continued
Shares
 
COMMON STOCKS – 25.34%, Continued
  Value  
           
   
Gasoline Stations – 0.53%
     
  5,594  
Susser Holdings Corp. (a)
  $ 141,752  
               
     
Health and Personal Care Stores – 0.48%
       
  1,533  
Ulta Salon, Cosmetics & Fragrance, Inc. (a)
    127,607  
               
     
Insurance and Employee Benefit Funds – 1.05%
       
  1,960  
AMERIGROUP Corp. (a)
    133,143  
  3,016  
Centene Corp. (a)
    147,181  
            280,324  
               
     
Insurance Carriers – 0.47%
       
  9,670  
Stewart Information Services Corp.
    127,064  
               
     
Lessors of Nonfinancial Intangible Assets
       
     
  (except Copyrighted Works) – 0.43%
       
  1,989  
Winmark Corp.
    115,103  
               
     
Management of Companies and Enterprises – 0.53%
       
  10,353  
Citizens Republic Bancorp, Inc. (a)
    141,733  
               
     
Medical Equipment and
       
     
  Supplies Manufacturing – 0.51%
       
  10,355  
Endologix, Inc. (a)
    136,997  
               
     
Motion Picture and Video Industries – 0.68%
       
  13,400  
Lions Gate Entertainment Corp. (a)(b)
    183,312  
               
     
Navigational, Measuring, Electromedical, and
       
     
  Control Instruments Manufacturing – 0.48%
       
  3,200  
Cepheid, Inc. (a)
    129,248  
               
     
Office Administrative Services – 0.52%
       
  1,719  
Advisory Board Co. (a)
    139,136  
               
     
Oil and Gas Extraction – 0.63%
       
  6,084  
Atlas Energy LP
    168,344  
               
     
Other General Merchandise Stores – 0.54%
       
  1,680  
Tractor Supply Co.
    143,590  
               
     
Other Investment Pools and Funds – 0.54%
       
  6,150  
Main Street Capital Corp.
    143,910  
               
     
Other Support Services – 0.71%
       
  4,393  
Liquidity Services, Inc. (a)
    189,997  
 
The accompanying notes are an integral part of these financial statements.

 
9

 
NIEMANN TACTICAL RETURN FUND

SCHEDULE OF INVESTMENTS at February 29, 2012, Continued
Shares
  COMMON STOCKS – 25.34%, Continued   Value  
           
   
Pesticide, Fertilizer, and Other
     
   
  Agricultural Chemical Manufacturing – 0.60%
     
  699  
Terra Nitrogen Co. LP
  $ 159,896  
               
     
Pharmaceutical and Medicine
       
     
  Manufacturing – 6.21%
       
  13,000  
Affymax, Inc. (a)
    132,730  
  12,050  
Akorn, Inc. (a)
    150,987  
  2,020  
Alexion Pharmaceuticals, Inc. (a)
    169,135  
  7,670  
Amylin Pharmaceuticals, Inc. (a)
    131,080  
  9,834  
Elan Corp. PLC – ADR (a)
    122,925  
  3,552  
Jazz Pharmaceuticals, Inc. (a)(b)
    186,373  
  11,755  
Pharmacyclics, Inc. (a)
    296,108  
  1,590  
Regeneron Pharmaceuticals, Inc. (a)
    166,616  
  11,182  
Spectrum Pharmaceuticals, Inc. (a)
    158,673  
  4,529  
ViroPharma, Inc. (a)
    145,200  
            1,659,827  
               
     
Pipeline Transportation of Crude Oil – 0.54%
       
  3,683  
Sunoco Logistics Partners LP
    143,821  
               
     
Pulp, Paper, and Paperboard Mills – 0.48%
       
  7,200  
Orchids Paper Products Co.
    128,880  
               
     
Semiconductor and Other Electronic
       
     
  Component Manufacturing – 0.45%
       
  9,667  
RDA Microelectronics, Inc. – ADR (a)
    119,194  
               
     
Soap, Cleaning Compound, and Toilet
       
     
  Preparation Manufacturing – 0.51%
       
  3,428  
Hi-Tech Pharmacal Co., Inc. (a)
    136,846  
               
     
Water, Sewage and Other Systems – 0.51%
       
  1,800  
Cia de Saneamento Basico
       
     
  do Estado de Sao Paulo – ADR
    135,216  
     
TOTAL COMMON STOCKS
       
     
  (Cost $6,183,490)
    6,794,998  
 
The accompanying notes are an integral part of these financial statements.

 
10

 
NIEMANN TACTICAL RETURN FUND

SCHEDULE OF INVESTMENTS at February 29, 2012, Continued
Shares
 
EXCHANGE-TRADED FUNDS – 67.20%
  Value  
           
  95,000  
First Trust Health Care AlphaDEX Fund
  $ 2,843,350  
  66,000  
First Trust NYSE Arca
       
     
  Biotechnology Index Fund (a)
    2,591,820  
  9,000  
iShares iBoxx High Yield Corp. Bond Fund ETF (a)
    829,170  
  3,500  
iShares MSCI Brazil Index Fund
    242,060  
  18,000  
iShares MSCI Malaysia Index Fund
    264,060  
  4,500  
iShares MSCI South Korea Index Fund
    269,100  
  3,800  
iShares MSCI South Africa Index Fund
    264,898  
  8,100  
iShares MSCI Sweden Index Fund
    238,221  
  30,400  
Market Vectors Emerging
       
     
  Markets Local Currency Bond
    815,328  
  109,400  
Market Vectors Pharmaceutical ETF (a)
    4,087,184  
  55,300  
PowerShares Build America Bond Portfolio
    1,627,479  
  13,400  
SPDR DB International Government
       
     
  Inflation-Protected Bond ETF
    814,854  
  5,700  
SPDR Russell/Nomura Small Cap Japan ETF
    246,411  
  25,000  
SPDR S&P Retail ETF
    1,472,250  
  48,700  
Technology Select Sector SPDR Fund
    1,408,404  
     
TOTAL EXCHANGE-TRADED FUNDS
       
     
  (Cost $17,960,279)
    18,014,589  
               
     
SHORT-TERM INVESTMENTS – 5.41%
       
  1,449,369  
Invesco STIT – Liquid Assets Portfolio –
       
     
  Institutional Class, 0.15% (c)
    1,449,369  
     
TOTAL SHORT-TERM  INVESTMENTS
       
     
  (Cost $1,449,369)
    1,449,369  
     
Total Investments in Securities
       
     
  (Cost $25,593,138) – 97.95%
    26,258,956  
     
Other Assets in Excess of Liabilities – 2.05%
    549,583  
     
NET ASSETS – 100.00%
  $ 26,808,539  

ADRAmerican Depositary Receipt
ETFExchange-Traded Fund
(a)
Non-income producing security.
(b)
U.S. traded security of a foreign issuer.
(c)
Rate shown is the 7-day yield as of February 29, 2012.
 
The accompanying notes are an integral part of these financial statements.

 
11

 
NIEMANN TACTICAL RETURN FUND

STATEMENT OF ASSETS AND LIABILITIES at February 29, 2012

ASSETS
     
Investments in securities, at value (identified cost $25,593,138)
  $ 26,258,956  
Cash
    6,831  
Receivables
       
Fund shares issued
    67,627  
Investment securities sold
    1,220,193  
Dividends and interest
    12,178  
Prepaid expenses
    19,682  
Total assets
    27,585,467  
LIABILITIES
       
Payables
       
Securities purchased
    651,109  
12b-1 fees
    39,751  
Fund shares redeemed
    19,847  
Audit fees
    18,800  
Transfer agent fees and expenses
    10,572  
Advisory fees
    10,194  
Administration fees
    7,691  
Fund accounting fees
    6,780  
Shareholder servicing fees
    3,167  
Legal fees
    2,511  
Shareholder reporting
    2,502  
Custody fees
    1,648  
Chief Compliance Officer fee
    1,451  
Accrued expenses
    905  
Total liabilities
    776,928  
NET ASSETS
  $ 26,808,539  
CALCULATION OF NET ASSET VALUE PER SHARE
       
Class A
       
Net assets applicable to shares outstanding
  $ 16,739,545  
Shares issued and outstanding
       
  [unlimited number of shares (par value $0.01) authorized]
    1,838,983  
Net asset value and redemption price per share
  $ 9.10  
Maximum offering price per share
       
  (Net asset value per share divided by 95.00%)
  $ 9.58  
Class C
       
Net assets applicable to shares outstanding
  $ 10,068,994  
Shares issued and outstanding
       
  [unlimited number of shares (par value $0.01) authorized]
    1,119,595  
Net asset value and offering price per share (Note 1)
  $ 8.99  
COMPONENTS OF NET ASSETS
       
Paid-in capital
  $ 29,955,170  
Undistributed net investment loss
    (711 )
Accumulated net realized loss on investments
    (3,811,738 )
Net unrealized appreciation on investments
    665,818  
Net assets
  $ 26,808,539  

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

 
12

 
NIEMANN TACTICAL RETURN FUND

STATEMENT OF OPERATIONS For the Year Ended February 29, 2012

INVESTMENT INCOME
     
Income
     
Dividends (Net of foreign tax withholdings of $276)
  $ 277,303  
Interest
    10,498  
Total income
    287,801  
Expenses
       
Advisory fees (Note 4)
    285,580  
Distribution fees – Class A (Note 5)
    46,666  
Distribution fees – Class C (Note 5)
    98,917  
Shareholder Servicing fees – Class A (Note 6)
    83,717  
Shareholder Servicing fees – Class C (Note 6)
    43,665  
Transfer agent fees and expenses (Note 4)
    65,357  
Administration fees (Note 4)
    46,344  
Fund accounting fees (Note 4)
    40,524  
Registration fees
    38,531  
Custody fees (Note 4)
    19,330  
Audit fees
    18,800  
Legal fees
    11,220  
Chief Compliance Officer fee (Note 4)
    11,034  
Reports to shareholders
    8,226  
Trustee fees
    6,816  
Insurance expense
    3,323  
Other expenses
    8,396  
Total expenses
    836,446  
Less: Expenses waived and reimbursed by Advisor (Note 4)
    (262,493 )
Net expenses
    573,953  
Net investment loss
    (286,152 )
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
       
Net realized loss on investments
    (3,813,165 )
Net increase from payments by affiliates and net gain
       
  realized on the disposal of investments in violation
       
  of investment restrictions (Note 8)
    78,924  
Capital gain distributions from regulated investment companies
    1,147  
Net change in unrealized depreciation on investments
    (223,169 )
Net realized and unrealized loss on investments
    (3,956,263 )
Net Decrease in Net Assets Resulting from Operations
  $ (4,242,415 )

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

 
13

 
NIEMANN TACTICAL RETURN FUND

STATEMENTS OF CHANGES IN NET ASSETS

   
 
    March 29, 2010*  
   
Year Ended
    through  
   
February 29, 2012
    February 28, 2011  
INCREASE (DECREASE) IN NET ASSETS FROM:
           
OPERATIONS
           
Net investment loss
  $ (286,152 )   $ (23,180 )
Net realized gain/(loss) on investments
    (3,734,241 )     130,527  
Capital gain distributions from
               
  regulated investment companies
    1,147       10,171  
Net change in unrealized
               
  appreciation (depreciation) on investments
    (223,169 )     888,987  
Net increase/(decrease) in net assets
               
  resulting from operations
    (4,242,415 )     1,006,505  
DISTRIBUTIONS TO SHAREHOLDERS
               
From net investment income
               
Class A
          (31,195 )
Class C
          (4,711 )
From net realized gain on investments
               
Class A
    (103,398 )      
Class C
    (63,413 )      
Total distributions to shareholders
    (166,811 )     (35,906 )
CAPITAL SHARE TRANSACTIONS
               
Net increase in net assets derived from
               
  net change in outstanding shares (a)
    7,540,103       22,707,063  
Total increase in net assets
    3,130,877       23,677,662  
NET ASSETS
               
Beginning of period
    23,677,662        
End of period
  $ 26,808,539     $ 23,677,662  
Undistributed net investment loss at end of period
  $ (711 )   $  

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

 
14

 
NIEMANN TACTICAL RETURN FUND

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

(a)
A summary of share transactions is as follows:
 
 
Class A
 
                       
                March 29, 2010*  
    Year Ended     through  
    February 29, 2012     February 28, 2011  
   
Shares
   
Paid-in Capital
    Shares     Paid-in Capital  
Shares sold
    1,426,515     $ 13,774,517       1,629,247     $ 16,455,926  
Shares issued on
                               
  reinvestments
                               
  of distributions
    10,490       93,777       2,820       29,270  
Shares redeemed**
    (1,170,133 )     (10,688,802 )     (59,956 )     (598,721 )
Net increase
    266,872     $ 3,179,492       1,572,111     $ 15,886,475  
** Net of redemption
                               
       fees of
          $ 4,405             $ 3,069  
 
 
Class C
 
                         
 
                       
                March 29, 2010*  
    Year Ended     through  
    February 29, 2012     February 28, 2011  
   
Shares
   
Paid-in Capital
    Shares     Paid-in Capital  
Shares sold
    649,202     $ 6,363,725       698,922     $ 6,878,219  
Shares issued on
                               
  reinvestments
                               
  of distributions
    6,675       59,008       432       4,471  
Shares redeemed**
    (229,470 )     (2,062,122 )     (6,166 )     (62,102 )
Net increase
    426,407     $ 4,360,611       693,188     $ 6,820,588  
** Net of redemption
                               
       fees of
          $ 732             $ 193  

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

 
15

 
NIEMANN TACTICAL RETURN FUND

FINANCIAL HIGHLIGHTS For a share outstanding throughout each period

Class A
 
          March 29, 2010*  
   
Year Ended
    through  
   
February 29, 2012
    February 28, 2011  
Net asset value, beginning of period
  $ 10.47     $ 10.00  
                 
Income from investment operations:
               
Net investment loss(1)
 
(0.07
 )^  
(0.01
)^
Investment restriction violation (Note 8)
    0.03        
Net realized and unrealized
               
  gain (loss) on investments
    (1.28 )     0.50  
Total from investment operations
    (1.32 )     0.49  
                 
Less distributions:
               
From net investment income
          (0.03 )
From net realized gain on investments
    (0.05 )      
Total distributions
    (0.05 )     (0.03 )
                 
Paid-in capital from redemption fees
 
0.00
^#  
0.01
^
                 
Net asset value, end of period
  $ 9.10     $ 10.47  
                 
Total return
    -12.55 %**     5.04 %+
                 
Ratios/supplemental data:
               
Net assets, end of period (thousands)
  $ 16,740     $ 16,454  
Ratio of expenses to average net assets:(2)
               
Before expense reimbursement
    2.67 %     5.50 %++
After expense reimbursement
    1.75 %     1.75 %++
Ratio of net investment loss to average net assets:(2)
               
Before expense reimbursement
    (1.69 %)     (3.82 %)++
After expense reimbursement
    (0.77 %)     (0.07 %)++
Portfolio turnover rate
    578.14 %     433.73 %+

(1)
Recognition of investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(2)
Does not include expenses of investment companies in which the Fund invests.

*
Commencement of operations.
^
Based on average shares outstanding.
#
Amount is less than $0.01.
**
Includes increase from payments made by the Advisor and net gain realized of 0.29% related to the disposal of securities held in violation of investment restrictions. Without these transactions, total return would have been -12.84%. Please refer to Note 8 for further details.
   +
Not annualized.
++
Annualized.
 
The accompanying notes are an integral part of these financial statements.

 
16

 
NIEMANN TACTICAL RETURN FUND

FINANCIAL HIGHLIGHTS For a share outstanding throughout each period

Class C
 
          March 29, 2010*  
   
Year Ended
    through  
   
February 29, 2012
    February 28, 2011  
Net asset value, beginning of period
  $ 10.42     $ 10.00  
                 
Income from investment operations:
               
Net investment loss(1)
 
(0.14
)^  
(0.08
)^
Investment restriction violation (Note 8)
    0.03        
Net realized and unrealized
               
  gain (loss) on investments
    (1.27 )     0.51  
Total from investment operations
    (1.38 )     0.43  
                 
Less distributions:
               
From net investment income
          (0.01 )
From net realized gain on investments
    (0.05 )      
Total distributions
    (0.05 )     (0.01 )
                 
Paid-in capital from redemption fees
 
0.00
^#  
0.00
^#
                 
Net asset value, end of period
  $ 8.99     $ 10.42  
                 
Total return
    -13.19 %**     4.29 %+
                 
Ratios/supplemental data:
               
Net assets, end of period (thousands)
  $ 10,069     $ 7,224  
Ratio of expenses to average net assets:(2)
               
Before expense reimbursement
    3.41 %     5.80 %++
After expense reimbursement
    2.50 %     2.50 %++
Ratio of net investment loss to average net assets:(2)
               
Before expense reimbursement
    (2.36 %)     (4.19 %)++
After expense reimbursement
    (1.45 %)     (0.89 %)++
Portfolio turnover rate
    578.14 %     433.73 %+


(1)
Recognition of investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(2)
Does not include expenses of investment companies in which the Fund invests.

*
Commencement of operations.
^
Based on average shares outstanding.
#
Amount is less than $0.01.
**
Includes increase from payments made by the Advisor and net gain realized of 0.29% related to the disposal of securities held in violation of investment restrictions. Without these transactions, total return would have been -13.84%. Please refer to Note 8 for further details.
   +
Not annualized.
++
Annualized.
 
 
The accompanying notes are an integral part of these financial statements.

 
17

 
NIEMANN TACTICAL RETURN FUND
 
NOTES TO FINANCIAL STATEMENTS at February 29, 2012

NOTE 1 – ORGANIZATION
 
The Niemann Tactical Return Fund (the “Fund”) is a non-diversified series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”)  as an open-end management investment company.  The investment objective of the Fund is to seek long-term capital appreciation.  The Fund currently offers Class A shares and Class C shares.  Class A shares are subject to a maximum front-end sales load of 5.00%, which decreases depending on the amount invested.  U.S. Bancorp Fund Services, LLC, the Fund’s transfer agent (the “Transfer Agent”), will assess a 1.00% contingent deferred sales charge (“CDSC”) on Class A share purchases of $1,000,000 or more if they are redeemed within twelve months of purchase, unless the dealer of record waived its commission.  The Transfer Agent, will assess a CDSC of 1.00% on Class C shares redeemed within twelve months of purchase.  The Fund commenced operations on March 29, 2010.
 
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America.
 
 
A.
Security Valuation:  All investments in securities are recorded at their estimated fair value, as described in note 3.
 
 
B.
Federal Income Taxes:  It is the Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders.  Therefore, no Federal income or excise tax provision is required.
 
 
 
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities.  Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken on returns filed for open tax year 2011, or expected to be taken in the Fund’s 2012 tax returns.  The Fund identifies its major tax jurisdictions as U.S. Federal and the state of Wisconsin; however the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
 
 
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 a first-in, first-out basis.  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.
 
 
 
The Fund distributes substantially all net investment income, if any, and net realized gains, if any, annually.  The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in
 

 
18

 
NIEMANN TACTICAL RETURN FUND
 
NOTES TO FINANCIAL STATEMENTS at February 29, 2012, Continued

 
 
accordance with Federal income tax regulations which differ 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.
 
 
 
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 the 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.
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.
 
 
 
For the year ended February 29, 2012, the Fund made the following permanent tax adjustments on the Statement of Assets and Liabilities:
 
Undistributed
Accumulated
 
Net Investment
Net Realized
 
Income/(Loss)
Gain/(Loss)
Paid-in Capital
$285,441
$6,555
$(291,996)
 
 
E.
Use of Estimates:  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.
 
F.
Redemption Fees:  The Fund charges a 1.00% redemption fee to shareholders who redeem shares held for 90 days or less.  Such fees are retained by the Fund and accounted for as an addition to paid-in capital.  During the year ended February 29, 2012, Class A and Class C shares retained $4,405 and $732 in redemption fees, respectively.
 
 
G.
Events Subsequent to the Fiscal Year End:  In preparing the financial statements as of February 29, 2012, management considered the impact of subsequent events for potential recognition or disclosure in the financial statements.
 
NOTE 3 – SECURITIES VALUATION
 
The Fund has adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value.  These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types.  These inputs are summarized in the three broad levels listed below:
 

 
19

 
NIEMANN TACTICAL RETURN FUND

NOTES TO FINANCIAL STATEMENTS at February 29, 2012, Continued

 
Level 1 –
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
 
Level 2 –
Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
 
Level 3 –
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
 
Following is a description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis.
 
Equity Securities:  The Fund’s investments are carried at fair value. Securities that are primarily traded on a national securities exchange shall be valued at the last sale price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale on such day, at the mean between the bid and asked prices. Securities primarily traded in the NASDAQ Global Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price (“NOCP”). If the NOCP is not 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 (“OTC”) 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.
 
Securities for which market quotations are not readily available or if the closing price doesn’t represent fair value, are valued following procedures approved by the Board of Trustees.  These procedures consider many factors, including the type of security, size of holding, trading volume and news events.  Depending on the relative significance of the valuation inputs, these securities may be classified in either level 2 or level 3 of the fair value hierarchy.
 
Short-Term Securities:  Short-term securities having a maturity of 60 days or less are valued at amortized cost, which approximates market value.  To the extent the inputs are observable and timely, these securities would be classified in level 2 of the fair value hierarchy.
 
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.  The following is a summary of the inputs used to value the Fund’s securities as of February 29, 2012:
 

 
20

 
NIEMANN TACTICAL RETURN FUND

NOTES TO FINANCIAL STATEMENTS at February 29, 2012, Continued

    Level 1     Level 2     Level 3     Total  
Common Stocks
                       
Accommodation and Food Services
  $ 293,229     $     $     $ 293,229  
Administrative Support,
                               
  Waste Management
    329,133                   329,133  
Agriculture, Forestry, and Hunting
    134,723                   134,723  
Finance and Insurance
    551,297                   551,297  
Information
    314,737                   314,737  
Management of Companies
                               
  and Enterprises
    141,733                   141,733  
Manufacturing
    2,748,084                   2,748,084  
Mining
    168,344                   168,344  
Professional, Scientific,
                               
  and Technical Services
    268,703                   268,703  
Real Estate, Rental, and Leasing
    115,103                   115,103  
Retail Trade
    1,163,850                   1,163,850  
Transportation and Warehousing
    143,821                   143,821  
Utilities
    135,216                   135,216  
Wholesale Trade
    287,025                   287,025  
Total Common Stocks
    6,794,998                   6,794,998  
Exchange-Traded Funds
    18,014,589                   18,014,589  
Short-Term Investments
    1,449,369                   1,449,369  
Total Investments in Securities
  $ 26,258,956     $     $     $ 26,258,956  
 
Refer to the Fund’s Schedule of Investments for a detailed break-out of securities by industry classification.  Transfers between levels are recognized at February 29, 2012, 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 year ended February 29, 2012.
 
New Accounting Pronouncement:  On May 12, 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) modifying Topic 820, Fair Value Measurements and Disclosures. At the same time, the International Accounting Standards Board (“IASB”) issued International Financial Reporting Standard (“IFRS”) 13, Fair Value Measurement. The objective by the FASB and IASB is convergence of their guidance on fair value measurements and disclosures. Specifically, the ASU requires reporting entities to disclose i) the amounts of any transfers between Level 1 and Level 2, and the reasons for the transfers, ii) for Level 3 fair value measurements, a) quantitative information about significant unobservable inputs used, b) a description of the valuation processes used by the reporting entity and c) a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs if a change in those inputs might result in a significantly higher or lower fair value measurement. The effective date of the ASU is for interim and annual periods beginning after December 15, 2011. At this time, the Fund is evaluating the implications of this guidance and the impact it will have on the financial statement amounts and footnote disclosures, if any.
 

 
21

 
NIEMANN TACTICAL RETURN FUND

NOTES TO FINANCIAL STATEMENTS at February 29, 2012, Continued

In December 2011, FASB issued ASU No. 2011-11 related to disclosures about offsetting assets and liabilities. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. The Fund is currently evaluating the impact ASU 2011-11 will have on the financial statement disclosures.
 
 
NOTE 4 –
INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
 
For the year ended February 29, 2012, Niemann Capital Management, Inc. (the “Advisor”) provided the Fund 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 Fund. 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 the Fund.  For the year ended February 29, 2012, the Fund incurred $285,580 in advisory fees.
 
The Fund is responsible for its own operating expenses.  The Advisor has agreed to reduce fees payable to it by the Fund and to pay Fund operating expenses to the extent necessary to limit the Fund’s aggregate annual operating expenses to 1.75% and 2.50% of average daily net assets of the Fund’s Class A and Class C shares, respectively.  Any such reduction made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. 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 Fund’s payment of current ordinary operating expenses.  For the year ended February 29, 2012, the Advisor reduced its fees in the amount of $262,493; no amounts were reimbursed to the Advisor.  Cumulative expenses subject to recapture pursuant to the aforementioned conditions amounted to $483,414 at February 29, 2012.  The expense limitation will remain in effect through at least June 30, 2012, and may be terminated only by the Trust’s Board of Trustees.  Cumulative expenses subject to recapture expire as follows:
 
Year
 
Amount
 
2014
  $ 220,921  
2015
    262,493  
    $ 483,414  
         


 
22

 
NIEMANN TACTICAL RETURN FUND

NOTES TO FINANCIAL STATEMENTS at February 29, 2012, Continued

U.S. Bancorp Fund Services, LLC (the “Administrator”) acts as the Fund’s Administrator under an Administration Agreement. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Fund’s custodian, transfer agent and accountants; coordinates the preparation and payment of the Fund’s expenses and reviews the Fund’s expense accruals.  For the year ended February 29, 2012, the Fund incurred $46,344 in administration fees.
 
U.S. Bancorp Fund Services, LLC (“USBFS”) also serves as the fund accountant and transfer agent to the Fund.  U.S. Bank N.A., an affiliate of USBFS, serves as the Fund’s custodian.  For the year ended February 29, 2012, the Fund incurred $40,524, $53,456, and $19,330 in fund accounting, transfer agency (excluding out-of-pocket expenses), and custody fees, respectively.
 
Quasar Distributors, LLC (the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares. The Distributor is an affiliate of the Administrator.
 
Certain officers of the Fund are also employees of the Administrator.
 
For the year ended February 29, 2012, the Fund was allocated $11,034 of the Chief Compliance Officer fee.
 
NOTE 5 – DISTRIBUTION AGREEMENT AND PLAN
 
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 (the “Plan”).  The Plan permits the Fund to pay the Distributor for distribution and related expenses at an annual rate of up to 0.25% and 1.00% of the average daily net assets of the Fund’s Class A shares and Class C shares, respectively.  The expenses covered by the Plan may include the cost in connection with the promotion and distribution of 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 year ended February 29, 2012, the Class A shares and the Class C shares paid the Distributor $46,666 and $98,917, respectively.
 
NOTE 6 – SHAREHOLDER SERVICING FEE
 
The Fund has entered into a Shareholder Servicing Agreement (the “Agreement”) with the Advisor, under which the Class A shares and the Class C shares may pay servicing fees at an annual rate of 0.50% of the average daily net assets of each class. Effective January 1, 2012, the Advisor, has determined to voluntarily reduce the Fund’s shareholder servicing plan fee accrual from 0.50% of the Fund’s average daily net assets to 0.15% of the Fund’s average daily net assets. The decrease to the shareholder servicing plan fee is for an indefinite period and notification will be provided in advance of any future increase. Payments to the Advisor under the Agreement may reimburse the Advisor for
 

 
23

 
NIEMANN TACTICAL RETURN FUND
 
NOTES TO FINANCIAL STATEMENTS at February 29, 2012, Continued

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 Fund.  The services provided by such intermediaries are primarily designed to assist shareholders of the Fund and include the furnishing of office space and equipment, telephone facilities, personnel and assistance to the Fund in servicing such shareholders.  Services provided by such intermediaries also include the provision of support services to the Fund and include establishing and maintaining shareholders’ accounts and record processing, purchase and redemption transactions, answering routine client inquiries regarding the Fund, and providing such other personal services to shareholders as the Fund may reasonably request.  For the year ended February 29, 2012, the Class A shares and the Class C shares incurred shareholder servicing fees of $83,717 and $43,665 under the Agreement, respectively.
 
NOTE 7 – PURCHASES AND SALES OF SECURITIES
 
For the year ended February 29, 2012, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were $122,733,915 and $115,464,254, respectively.
 
NOTE 8 –  
ADVISOR REIMBURSEMENT FOR LOSS DUE TO VIOLATION OF INVESTMENT RESTRICTIONS
 
On April 6, 2011 and August 31, 2011, the Fund received reimbursements from the Advisor related to net losses incurred on the disposal of investments that were purchased in violation of the Fund’s investment restrictions during the year ended February 29, 2012. The losses realized from the sale of these investments were $18,259 and $33,073, respectively.  On June 13, 2011, the Fund earned realized gains of $27,592 on the disposal of an investment that was purchased in violation of the Fund’s investment restrictions during the year ended February 29, 2012. The net reimbursements and realized gains comprise the “net increase from payments by affiliates and net gain realized on the disposal of investments in violation of investment restrictions” in the Statement of Operations.
 
NOTE 9 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
 
Net investment income/(loss) and net realized gains/(losses) can differ for financial statement and tax purposes due to differing treatments of wash sale losses deferred, partnership income and royalty trust income.
 
The distributions paid by the Fund during the years ended February 29, 2012 and February 28, 2011, were characterized as follows:
 
   
February 29, 2012
   
February 28, 2011
 
Ordinary income
  $ 147,918     $ 35,906  
Long-term capital gains
    18,893        
Total
  $ 166,811     $ 33,906  
                 


 
24

 
NIEMANN TACTICAL RETURN FUND

NOTES TO FINANCIAL STATEMENTS at February 29, 2012, Continued

Ordinary income distributions may include dividends paid from short-term capital gains.
 
As of February 29, 2012, the Fund’s most recently completed fiscal year end, the components of accumulated earnings/(losses) on a tax basis were as follows:
 
Cost of investments (a)
  $ 25,592,188  
Gross unrealized appreciation
    963,370  
Gross unrealized depreciation
    (296,602 )
Net unrealized appreciation
    666,768  
Undistributed ordinary income
     
Undistributed long-term capital gain
     
Total distributable earnings
     
Other accumulated gains/(losses)
    (3,813,399 )
Total accumulated earnings/(losses)
  $ (3,146,631 )
 
 
(a)
The difference between the book basis and tax basis net unrealized appreciation and cost is attributable primarily to partnership income and royalty trusts.
 
Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 31, 2010, may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses.  Under the law in effect prior to the Act, pre-enactment net capital losses were carried forward for eight years and treated as short-term losses.  As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.
 
At February 29, 2012, the Fund had capital loss carryforwards as follows:
 
Short-Term Capital
Loss Carryovers
$3,813,399
 
To the extent the Fund realizes future net capital gains, the gains will be offset by any available capital loss carryforward.
 

 
25

 
NIEMANN TACTICAL RETURN FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees
Advisors Series Trust and
Shareholders of
Niemann Tactical Return Fund
 
We have audited the accompanying statement of assets and liabilities of Niemann Tactical Return Fund, a series of Advisors Series Trust (the “Trust”), including the schedule of investments, as of February 29, 2012, and the related statements of operations for the year then ended, the statement of changes in net assets and the financial highlights for the year then ended and for the period March 29, 2010 (commencement of operations) to February 28, 2011.  These financial statements and financial highlights are the responsibility of the Trust’s management.  Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.  The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  Our procedures included confirmation of securities owned as of February 29, 2012, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Niemann Tactical Return Fund as of February 29, 2012, the statements of operations for the year then ended, the statement of changes in net assets and the financial highlights for the year then ended and for the period March 29, 2010 to February 28, 2011, in conformity with accounting principles generally accepted in the United States of America.
 
TAIT, WELLER & BAKER LLP
 
Philadelphia, Pennsylvania
April 27, 2012

 
26

 
NIEMANN TACTICAL RETURN FUND

NOTICE TO SHAREHOLDERS at February 29, 2012 (Unaudited)

For the year ended February 29, 2012, the Fund designated $147,918 as ordinary income for purposes of the dividends paid deduction.
 
For the year ended February 29, 2012, certain dividends paid by the Fund may be subject to a maximum tax rate of 15%, as provided by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The percentage of dividends declared from net investment income designated as qualified dividend income was 10.76%.
 
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the year ended February 29, 2012 was 3.90%.
 
The percentage of taxable ordinary income distributions that are designated as interest related income under Internal Revenue Section 871(k)(2)(C) for the period ended February 29, 2012 was 100.00%.
 
How to Obtain a Copy of the Fund’s Proxy Voting Policies
 
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-877-626-6080 or on the U.S. Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
 
How to Obtain a Copy of the Fund’s Proxy Voting Records for the 12-Month Period Ended June 30, 2011
 
Information regarding how the Fund voted proxies relating to portfolio securities during the 12-month period ended June 30, 2011 is available without charge, upon request, by calling 1-877-626-6080.  Furthermore, you can obtain the Fund’s proxy voting records on the SEC’s website at http://www.sec.gov.
 
Quarterly Filings on Form N-Q
 
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q.  The Fund’s Form N-Q is available on the SEC’s website at http://www.sec.gov.  The Fund’s Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-202-551-8090.  Information included in the Fund’s Form N-Q is also available, upon request, by calling 1-877-626-6080.
 

 
27

 
NIEMANN TACTICAL RETURN FUND

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited)

This chart provides information about the Trustees and Officers who oversee the Fund. Officers elected by the Trustees manage the day-to-day operation of the Fund and execute policies formulated by the Trustees.
 
Independent Trustees(1)
 
    
Term of
 
Number of
 
   
Office
 
Portfolios
 
 
Position
and
 
in Fund
Other
 
Held
Length
 
Complex
Directorships
Name, Address
with the
of Time
Principal Occupation
Overseen by
Held During
and Age
Trust
Served
During Past Five Years
Trustee(2)
Past Five Years
           
Sallie P. Diederich
Trustee
Indefinite
Independent Mutual Fund
1
Trustee, Advisors
(age 62)
 
term since
Consultant, (1995 to
 
Series Trust (for
615 E. Michigan Street
 
January
present);  Corporate
 
series not affiliated
Milwaukee, WI 53202
 
2011.
Controller, Transamerica
 
with the Fund).
     
Fund Management
   
     
Company (1994 to 1995);
   
     
Senior Vice President,
   
     
Putnam Investments
   
     
(1992 to 1993); Vice
   
     
President and Controller,
   
     
American Capital Mutual
   
     
Funds (1986 to 1992).
   
           
Donald E. O’Connor
Trustee
Indefinite
Retired; former Financial
1
Trustee, Advisors
(age 75)
 
term since
Consultant and former
 
Series Trust (for
615 E. Michigan Street
 
February
Executive Vice President
 
series not affiliated
Milwaukee, WI 53202
 
1997.
and Chief Operating Officer
 
with the Fund);
     
of ICI Mutual Insurance
 
Trustee, The
     
Company (until January 1997).
 
Forward Funds
         
(37 portfolios).
           
George J. Rebhan
Trustee
Indefinite
Retired; formerly President,
1
Trustee, Advisors
(age 77)
 
term since
Hotchkis and Wiley Funds
 
Series Trust (for
615 E. Michigan Street
 
May
(mutual funds) (1985 to
 
series not affiliated
Milwaukee, WI 53202
 
2002.
1993).
 
with the Fund);
         
Independent
         
Trustee from 1999
         
to 2009,
         
E*TRADE Funds.
           
George T. Wofford
Trustee
Indefinite
Retired; formerly Senior
1
Trustee, Advisors
(age 72)
 
term since
Vice President, Federal
 
Series Trust (for
615 E. Michigan Street
 
February
Home Loan Bank of
 
series not affiliated
Milwaukee, WI 53202
 
1997.
San Francisco.
 
with the Fund).
           
Interested Trustee
         
           
Joe D. Redwine(3)
Interested
Indefinite
President, CEO, U.S.
1
Trustee, Advisors
(age 64)
Trustee
term since
Bancorp Fund Services,
 
Series Trust (for
615 E. Michigan Street
 
September
LLC (May 1991 to present).
 
series not affiliated
Milwaukee, WI 53202
 
2008.
   
with the Fund).


 
28

 
NIEMANN TACTICAL RETURN FUND

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited), Continued

Officers
 
   
Term of Office
 
Name, Address
Position Held
and Length of
Principal Occupation
and Age
with the Trust
Time Served
During Past Five Years
       
Joe D. Redwine
Chairman and
Indefinite
President, CEO, U.S. Bancorp Fund Services,
(age 64)
Chief Executive
term since
LLC (May 1991 to present).
615 E. Michigan Street
Officer
September
 
Milwaukee, WI 53202
 
2007.
 
       
Douglas G. Hess
President
Indefinite
Senior Vice President, Compliance and
(age 44)
and Principal
term since
Administration, U.S. Bancorp Fund
615 E. Michigan Street
Executive Officer
June 2003.
Services, LLC (March 1997 to present).
Milwaukee, WI 53202
     
       
Cheryl L. King
Treasurer and
Indefinite
Vice President, Compliance and
(age 50)
Principal Financial
term since
Administration, U.S. Bancorp Fund Services,
615 E. Michigan Street
Officer
December
LLC (October 1998 to present).
Milwaukee, WI 53202
 
2007.
 
       
Michael L. Ceccato
Vice President,
Indefinite
Vice President, U.S. Bancorp Fund Services,
(age 54)
Chief Compliance
term since
LLC (February 2008 to present); General
615 E. Michigan Street
Officer and
September
Counsel/Controller, Steinhafels, Inc.
Milwaukee, WI 53202
AML Officer
2009.
(September 1995 to February 2008).
       
Jeanine M. Bajczyk, Esq.
Secretary
Indefinite
Senior Vice President and Counsel, U.S.
(age 46)
 
term since
Bancorp Fund Services, LLC (May 2006 to
615 E. Michigan Street
 
June 2007.
present); Senior Counsel, Wells Fargo Funds
Milwaukee, WI 53202
   
Management, LLC (May 2005 to May 2006);
     
Senior Counsel, Strong Financial Corporation
     
(January 2002 to April 2005).
 
(1)
The Trustees of the Trust who are not “interested persons” of the Trust as defined under the 1940 Act (“Independent Trustees”).
(2)
The Trust is comprised of numerous portfolios managed by unaffiliated investment advisers.  The term “Fund Complex” applies only to the Fund.  The Fund does not hold itself out as related to any other series within the Trust for investment purposes, nor does it share the same investment adviser with any other series.
(3)
Mr. Redwine is an “interested person” of the Trust as defined by the 1940 Act.  Mr. Redwine is an interested Trustee of the Trust by virtue of the fact that he is an interested person of Quasar Distributors, LLC who acts as principal underwriter to the series of the Trust.
 
The Statement of Additional Information includes additional information about the Fund’s Trustees and Officers and is available, without charge, upon request by calling 1-877-626-6080.
 
Householding
 
In an effort to decrease costs, the Fund intends to reduce the number of duplicate prospectuses, annual and semi-annual reports, proxy statements and other regulatory documents you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders the Transfer Agent reasonably believes are from the same family or household. Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 1-877-626-6080 to request individual copies of these documents. Once the Transfer Agent receives notice to stop householding, the Transfer Agent will begin sending individual copies thirty days after receiving your request. This policy does not apply to account statements.
 

 
29

 
NIEMANN TACTICAL RETURN FUND

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited)

At a meeting held on December 6-8, 2011, the Board, including all the persons who are Independent Trustees as defined under the Investment Company Act of 1940, as amended, considered and approved the continuance of the Advisory Agreement for the Niemann Tactical Return Fund with the Advisor for another annual term.  At this meeting, and at a prior meeting held on October 26-27, 2011, the Board received and reviewed substantial information regarding the Fund, the Advisor and the services provided by the Advisor to the Fund under the Advisory Agreement.  This information, together with the information provided to the Board throughout the course of the year, 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 continuance of the Advisory Agreement:
 
 
1.
The nature, extent and quality of the services provided and 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 investment management of the Fund.  The Board considered the qualifications, experience and responsibilities of the portfolio managers, as well as the responsibilities of other key personnel of the Advisor involved in the day-to-day activities of the Fund.  The Board also considered the resources and compliance structure of the Advisor, including information regarding its compliance program, its chief compliance officer and the Advisor’s compliance record, and the Advisor’s business continuity plan.  The Board also considered its knowledge of the Advisor’s operations, and noted that during the course of the prior year they had met with the Advisor in person to discuss various marketing and compliance topics, including the Advisor’s diligence in risk oversight.  The Board concluded that the Advisor had 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 are satisfactory and reliable.
 
 
2.
The Fund’s historical year-to-date performance and the overall performance of the Advisor.  In assessing the quality of the portfolio management delivered by the Advisor, the Board reviewed the short-term and long-term performance of the Fund as of August 31, 2011 on both an absolute basis, and in comparison to its peer funds as classified by Lipper and Morningstar.  In reviewing the performance of the Fund, the Board took into account that the Fund was newer, with just over one year of performance history.
 
 
 
The Board noted that the Fund’s performance, with regard to its Lipper comparative universe and Morningstar comparative universe, was below its peer group median and Lipper Index (with respect to the Lipper comparative universe) or average (with respect to the Morningstar comparative universe) for all relevant periods.
 
 
 
The Board also considered any differences in performance between similarly managed accounts and the performance of the Fund and found any differences to be reasonable.
 

 
30

 
NIEMANN TACTICAL RETURN FUND

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued

 
3.
The costs of the services to be provided by the Advisor and the structure of the Advisor’s fee under the Advisory Agreement.  In considering the advisory fee and total fees and expenses of the Fund, the Board reviewed comparisons to its Lipper peer funds and to separate accounts for other types of clients advised by the Advisor, all Fund expense waivers and reimbursements, as well as information regarding fee offsets for separate account clients invested in the Fund.
 
 
 
The Board noted that the Advisor had contractually agreed to maintain an annual expense ratio for the Fund of 1.75% for the Class A shares and 2.50% for the Class C shares (respectively, the “Expense Caps”).  The Board noted that the Fund’s total expense ratio for the Class A shares and Class C shares was above the median and average of its peer group, both before and after the adjustment of the peer group to include only funds of a similar asset size.  The Board also noted that the contractual advisory fee was above the median and average of its peer group.  The Board also considered that after advisory fee waivers and the payment of Fund expenses necessary to maintain the Expense Caps, the net advisory fees received by the Advisor from the Fund during the most recent fiscal period were significantly below the peer group median and average.  The Board also took into consideration the services the Advisor provided to its separately managed account clients, comparing the fees charged for those management services to the management fees charged to the Fund.  The Board found that the management fees charged to the Fund were below the standard fees charged to the Advisor’s separately managed account clients.
 
 
4.
Economies of Scale.  The Board also considered that economies of scale would be expected to be realized by the Advisor as the assets of the Fund grow.  In this regard, the Board noted that the Advisor anticipated recognizing certain economies of scale if Fund assets should increase materially from current levels.  The Board noted that the Advisor has contractually agreed to reduce its advisory fees or reimburse Fund expenses so that the Fund does not exceed its specified Expense Caps.  The Board concluded that there were no effective economies of scale to be shared with the Fund at current asset levels, but indicated they would revisit this issue in the future as circumstances changed and asset levels increased.
 
 
5.
The profits to be realized by the Advisor and its affiliates from their relationship with the Fund.  The Board reviewed the Advisor’s financial information and took into account both the direct benefits and the indirect benefits to the Advisor from advising the Fund.  The Board considered the profitability to the Advisor from its relationship with the Fund and considered any additional benefits derived by the Advisor from its relationship with the Fund, including benefits received in the form of Rule 12b-1 fees.  The Board also considered that the Fund does not utilize “soft dollars.”  After such review, the Board determined that the profitability to the Advisor with respect to the Advisory Agreement was not excessive, and that the Advisor had maintained adequate profit levels to support the services it provides to the Fund.
 

 
31

 
NIEMANN TACTICAL RETURN FUND

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued

No single factor was determinative of the Board’s decision to approve the continuance of the Advisory Agreement for the Niemann Tactical Return Fund, but rather the Board based its determination on the total mix of information available to them.  Based on a consideration of all the factors in their totality, the Board determined that the advisory arrangement with the Advisor, including the advisory fee, were fair and reasonable.  The Board therefore determined that the continuance of the Advisory Agreement for the Niemann Tactical Return Fund would be in the best interest of the Fund and its shareholders.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
32

 


 

 
 
 
 
 
 
 
 
 
 
 
 
(This Page Intentionally Left Blank.)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 

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

 
 

 


 
Advisor
Niemann Capital Management, Inc.
5615 Scotts Valley Drive, Suite 200
Scotts Valley, CA 95066

Distributor
Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, WI 53202

Transfer Agent
U.S. Bancorp Fund Services, LLC
615 East Michigan Street, 2nd Floor
Milwaukee, WI 53202
(877) 626-6080

Custodian
U.S. Bank National Association
Custody Operations
1555 N. River Center Drive, Suite 302
Milwaukee, WI 53213

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

Past performance results shown in this report should not be considered a representation of future performance.  Share price and returns will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.  Statements and other information herein are dated and are subject to change.

This report is intended for the shareholders of the Fund and may not be used as sales literature unless preceded or accompanied by a current prospectus.  To obtain a free prospectus please call (877) 626-6080.

 
 

 
Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer.  The registrant has not made any amendments to its code of ethics during the period covered by this report.  The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

A copy of the registrant’s Code of Ethics is filed herewith.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Trustees has determined that there is at least one audit committee financial expert serving on its audit committee.  Ms. Sallie P. Diederich is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years.  “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.  “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit.  “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.  There were no “other services” provided by the principal accountant.  The following table details the aggregate fees billed or expected to be billed for the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 
FYE  2/29/2012
FYE  2/28/2011
Audit Fees
          $15,900
          $13,200
Audit-Related Fees
          N/A
          N/A
Tax Fees
          $2,900
          $2,800
All Other Fees
          N/A
          N/A

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

The percentage of fees billed by Tait, Weller, & Weller LLP applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 
FYE 2/29/2012
FYE  2/28/2011
Audit-Related Fees
0%
0%
Tax Fees
0%
0%
All Other Fees
0%
0%

All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years.  The audit committee of the Board of Trustees has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

Non-Audit Related Fees
FYE  2/29/2012
FYE  2/28/2011
Registrant
N/A
N/A
Registrant’s Investment Adviser
N/A
N/A


Item 5. Audit Committee of Listed Registrants.

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

Item 6. Investments.

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

Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees.

Item 11. Controls and Procedures.

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

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

Item 12. Exhibits.

(a)  
(1) Any code of ethics or amendment thereto, that is subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith.

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

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

(b)  
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  Furnished herewith.

 
 

 

SIGNATURES

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


(Registrant)  Advisors Series Trust                                                                                                

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

Date   5/1/12                                                                                                



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   5/1/12                                                                                                                                         

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

Date   5/1/12  

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