omf-ncsrs.htm

N-CSRS 1 omf-ncsrs.htm O'SHAUGHNESSY MUTUAL FUNDS SEMIANNUAL REPORT 1-31-13 omf-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: July 31, 2013

Date of reporting period: January 31, 2013

Item 1. Reports to Stockholders.

SEMI-ANNUAL REPORT

January 31, 2013

O’Shaughnessy All Cap Core Fund

Class A Shares – OFAAX

Class C Shares – OFACX

Class I Shares – OFAIX

O’Shaughnessy Enhanced Dividend Fund

Class A Shares – OFDAX

Class C Shares – OFDCX

Class I Shares – OFDIX

O’Shaughnessy Small/Mid Cap Growth Fund

Class A Shares – OFMAX

Class I Shares – OFMIX

O’Shaughnessy Mutual Funds

All Cap Core Fund

Equity markets performed very well during the six month period ended January 31, 2013. During this period, volatility remained low and the market shrugged off the fiscal cliff and sequestration – two issues many predicted could derail the market rally. However, the Class A shares of the All Cap Core Fund underperformed the Fund’s benchmarks, returning 7.79% (without the effect of sales charges) while the Russell 3000® Index returned 11.24% and the S&P 500® Index returned 9.91% during the six months ended January 31, 2013.

During the period, several stocks in the Consumer Discretionary and Information Technology sectors were the worst drags on performance, including Dollar Tree Inc. and Intel Corp. Performance was boosted, however, by several over weights to stocks such as Wynn Resorts Ltd., Home Depot Inc., and Tesoro Corp., which all did very well during the period.

Based on our key factors of high yield, attractive valuation, and high momentum, the Fund was hurt by stock selection in the Consumer Discretionary, Industrials, and Information Technology sectors. The Fund was helped by stock selection in the Energy and Consumer Staples sectors.

Based on our historical research, the factors that we emphasize in the Fund should outperform over longer holding periods, but have shorter periods of time when they do not work. We believe the key to success with this type of strategy is patience, and we expect stocks with attractive yields, valuations and momentum to outperform in the years to come.

Enhanced Dividend Fund

Equity markets performed very well during the six month period ended January 31, 2013. During this period, volatility remained low and the market shrugged off the fiscal cliff and continued concerns over the health of the Eurozone economy – two issues many predicted could derail the market rally. The Class A shares of the Enhanced Dividend Fund performed in line with the Russell 1000 Value® Index but outperformed the MSCI All Country World Index. The Fund returned 13.95% (without the effect of sales charges) while the Russell 1000® Value Index returned 13.97% and the MSCI All Country World Index returned 13.43% during the six months ended January 31, 2013.

During the period, market leading global stocks with high dividend yields did well on an absolute and relative basis. During the period, several stocks in the Energy and Information Technology sectors were the largest positive contributors to performance, including ENI S.p.A, Total S.A. and STMicroelectronics N.V. Performance was hurt, however, by several over weights to stocks such as France Telecom, Verizon Communications Inc., and Lockheed Martin Corp.

Selecting securities based on high yield led to a very substantial overweight in the Telecommunications sector, with an average weight of 33.2% versus an average benchmark weight of just 4.5%. We were also overweight the Energy sector with an average weight of 22.9% versus an average benchmark weight of 10.9%. We believe these sectors will continue to be crucial drivers of performance because of the outstanding dividend yields which have been available in these sectors.

Based on our historical research back to 1926, large cap, market-leading stocks with high dividend yields have been very strong performers relative to the overall market in the long run. We believe the key to success with this type of strategy is patience, and we expect stocks with attractive yields to outperform in the years to come.

Small/Mid Cap Growth Fund

Equity markets performed very well during the six month period ended January 31, 2013. During this period, volatility remained low and the market shrugged off the fiscal cliff and sequestration – two issues many predicted could derail the market rally. However, the Class A shares of the Small/Mid Cap Growth Fund underperformed the Fund’s benchmark, returning 13.92% (without the effect of sales charges) while the Russell 2500 Growth® Index returned 15.59% during the six months ended January 31, 2013.

O’Shaughnessy Mutual Funds

During the period, stocks in the Consumer Discretionary and Industrial sectors were the worst drags on performance, including PetSmart Inc. and several machinery stocks. Performance was boosted, however, by several over weights to stocks such as Tyler Technologies Inc., Altisource Portfolio Solutions, and American Vanguard Corp., which all did very well during the period.

Based on our key factors of reasonable valuation, strong earnings growth and strong momentum, the Fund was particularly hurt in the Consumer Discretionary sector, where stock selection was very weak and was responsible for a large part of the Fund’s underperformance relative to the Russell 2500 Growth® Index for the period. In particular, positions in Specialty Retail and Internet & Catalog Retail stocks dragged on performance.

Based on our historical research, the factors that we emphasize in the Fund should outperform over longer holding periods, but have shorter periods of time when they do not work. We believe the key to success with this type of strategy is patience, and we expect stocks with attractive valuations and strong earnings and price momentum to outperform in the years to come.

Outlook

Markets performed very well in the six months ended January 31, 2013 - climbing a wall of worry in the process. Investor uncertainty was largely based on the failure to address long-term fiscal imbalances in the U.S. During the year, Congress’ highest approval rating was 21% due to its inability to reach compromises on several major economic and political issues. The fiscal cliff was averted thanks to a last minute deal, which will mitigate the near-term investor concerns about rising tax rates, broad spending cuts, and their potentially negative effect on the economy.

Political ineffectiveness aside, we remain bullish on stocks as an investment class. The long-term returns of bonds are expected to be low, and we believe stocks should be preferred for total return potential and a possible buffer from inflation. For individual stock selection, our research indicates that macroeconomic variables and outcomes are less effective for predicting stock returns than key factors included in our stock selection process. We believe that stocks with cheaper valuations, higher quality balance sheets and earnings, and high yields could provide an opportunity to outperform the market by significant margins over time.

By mid-November 2012, fund flows out of U.S. focus equity funds surpassed $111B, more than the 2011 total outflow of $107B. In contrast, bond funds saw inflows near $300B, up from inflows of $105B in 2011. Clearly, investors want income and the perceived safety of bonds. We believe this exaggerated trade out of equities and into bonds is mistimed and dangerous for investors. Yields available on most income producing investments are at or near all time lows. This is a bad sign for both the raw income available through those instruments and their valuations. This indicates that investors are piling into bonds while they are around their most expensive prices in recorded history.

While equity indices overall are not as cheap as they periodically were over the past 3-4 years, we think there remain many individual stocks available at discount prices with which investors have an opportunity to form very strong portfolios. We believe that portfolios with attractive valuations and higher yields represent a superior long term investment option.

Past performance does not guarantee future results.

Opinions expressed are subject to change at any time, are not guaranteed and should not be considered investment advice.

Investments in foreign securities involve political, economic and currency risks, greater volatility, and differences in accounting methods. REITS and foreign real estate companies may be less diversified than other pools of securities, may have lower trading volumes and may be subject to more abrupt and erratic price movements than the overall securities markets. Investments in small-and medium-capitalization companies tend to have limited liquidity and greater price volatility than large-capitalization companies. Risks of derivatives include the possible imperfect correlation between the value of instruments and the underlying assets; risks of default by the other party to the transaction; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that instruments may not be liquid.

O’Shaughnessy Mutual Funds

Fund holdings and sector allocations are subject to change at any time and are not recommendations to buy or sell any security. Please read the Schedule of Investments for a complete list of fund holdings.

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 Russell 2500 Growth® Index measures the performance of the small to mid-cap growth segment of the U.S. equity universe. It includes those Russell 2500 companies with higher price-to-book ratios and higher forecasted growth values. The Standard & Poor’s 500® Index is a market-weighted index of 500 widely held common stocks of companies chosen for market size, liquidity and current index membership. The MSCI All Country World Index is a free-float-adjusted market capitalization index that is designed to measure the equity market performance in the global developed and emerging markets. The Russell 1000 Value® Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies with lower price-to-book ratios and lower expected growth values. You cannot invest directly in an index.

Must be preceded or accompanied by a prospectus.

The O’Shaughnessy Funds are distributed by Quasar Distributors, LLC.

O’Shaughnessy Mutual Funds

Expense Example

at January 31, 2013 (Unaudited)

Shareholders in mutual funds generally 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 at the beginning of the period and held for the entire period (8/1/12 – 1/31/13).

Actual Expenses

For each class of each fund, two lines are presented in the tables below – the first line for each class provides information about actual account values and actual expenses, with actual net expenses being limited to 1.24% for Class A shares of the All Cap Core Fund and the Enhanced Dividend Fund, 1.44% for Class A shares of the Small/Mid Cap Growth Fund, 1.99% for Class C shares of the All Cap Core Fund and the Enhanced Dividend Fund, 0.99% for Class I shares of the All Cap Core Fund and the Enhanced Dividend Fund, and 1.19% for Class I shares of the Small/Mid Cap Growth Fund, per the operating expenses limitation agreement. In addition, you may be assessed a fee 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. The Example below includes, but is not limited to, management fees, fund accounting, custody and transfer agent fees. You may use the information in this 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” for your fund and class to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

For each class of each fund, the second line for each class provides information about hypothetical account values and hypothetical expenses based on the respective fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the 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 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 for each class of each fund 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.

O’Shaughnessy Mutual Funds

Expense Example (Continued)

at January 31, 2013 (Unaudited)

O’Shaughnessy All Cap Core Fund

	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During Period*
	8/1/12	1/31/13	(8/1/12 – 1/31/13)
Class A Actual	$1,000.00	$1,077.90	$ 6.49
Class A Hypothetical
(5% return before expenses)	$1,000.00	$1,018.95	$ 6.31

Class C Actual	$1,000.00	$1,073.10	$10.40
Class C Hypothetical
(5% return before expenses)	$1,000.00	$1,015.17	$10.11

Class I Actual	$1,000.00	$1,078.30	$ 5.19
Class I Hypothetical
(5% return before expenses)	$1,000.00	$1,020.21	$ 5.04

*	Expenses are equal to the Fund’s annualized expense ratio of 1.24%, 1.99%, and 0.99% for Class A, Class C, and Class I, respectively, multiplied by the average account value over the period, multiplied by 184 (days in the most recent fiscal half-year)/365 days to reflect the one-half year expense.

O’Shaughnessy Enhanced Dividend Fund

	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During Period*
	8/1/12	1/31/13	(8/1/12 – 1/31/13)
Class A Actual	$1,000.00	$1,139.50	$ 6.69
Class A Hypothetical
(5% return before expenses)	$1,000.00	$1,018.95	$ 6.31

Class C Actual	$1,000.00	$1,135.10	$10.71
Class C Hypothetical
(5% return before expenses)	$1,000.00	$1,015.17	$10.11

Class I Actual	$1,000.00	$1,141.50	$ 5.34
Class I Hypothetical
(5% return before expenses)	$1,000.00	$1,020.21	$ 5.04

*	Expenses are equal to the Fund’s annualized expense ratio of 1.24%, 1.99%, and 0.99% for Class A, Class C, and Class I, respectively, multiplied by the average account value over the period, multiplied by 184 (days in the most recent fiscal half-year)/365 days to reflect the one-half year expense.

O’Shaughnessy Small/Mid Cap Growth Fund

	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During Period*
	8/1/12	1/31/13	(8/1/12 – 1/31/13)
Class A Actual	$1,000.00	$1,139.20	$ 7.76
Class A Hypothetical
(5% return before expenses)	$1,000.00	$1,017.95	$ 7.32

Class I Actual	$1,000.00	$1,140.50	$ 6.42
Class I Hypothetical
(5% return before expenses)	$1,000.00	$1,019.21	$ 6.06

*	Expenses are equal to the Fund’s annualized expense ratio of 1.44% and 1.19% for Class A and Class I, respectively, multiplied by the average account value over the period, multiplied by 184 (days in the most recent fiscal half-year)/365 days to reflect the one-half year expense.

O’Shaughnessy All Cap Core Fund

Sector Allocation of Portfolio Assets

at January 31, 2013 (Unaudited)

Percentages represent market value as a percentage of total investments.

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MCSI, Inc. and Standard and Poor Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

O’Shaughnessy Enhanced Dividend Fund

Sector Allocation of Portfolio Assets

at January 31, 2013 (Unaudited)

Percentages represent market value as a percentage of total investments.

O’Shaughnessy Small/Mid Cap Growth Fund

Sector Allocation of Portfolio Assets

at January 31, 2013 (Unaudited)

Percentages represent market value as a percentage of total investments.

O’Shaughnessy All Cap Core Fund

Schedule of Investments

at January 31, 2013 (Unaudited)

Shares			Value
		COMMON STOCKS – 97.51%
		Aerospace & Defense – 1.37%
	10,478	L-3 Communications Holdings, Inc.	$	795,490
	9,749	Northrop Grumman Corp.		634,075
				1,429,565
		Auto Components – 0.16%
	4,345	Delphi Automotive PLC*#		167,978

		Automobiles – 0.43%
	8,529	Harley-Davidson, Inc.		447,090

		Beverages – 0.90%
	4,991	Brown-Forman Corp. – Class B		322,918
	12,922	Monster Beverage Corp.*		618,964
				941,882
		Biotechnology – 2.55%
	24,062	Amgen, Inc.		2,056,339
	5,087	Celgene Corp.*		503,410
	12,919	PDL BioPharma, Inc.		88,883
				2,648,632
		Building Products – 0.40%
	4,026	A.O. Smith Corp.		278,921
	3,316	Universal Forest Products, Inc.		134,795
				413,716
		Capital Markets – 0.11%
	781	Virtus Investment Partners, Inc.*		116,377

		Chemicals – 1.13%
	3,387	American Vanguard Corp.		114,819
	7,083	Huntsman Corp.		124,873
	19,186	Landec Corp.*		226,395
	391	NewMarket Corp.		99,768
	2,990	PPG Industries, Inc.		412,231
	2,948	Valspar Corp.		195,393
				1,173,479
		Commercial Services & Supplies – 1.99%
	4,319	Cintas Corp.		182,521
	17,130	Kimball International, Inc. – Class B		185,004
	4,169	McGrath RentCorp.		124,611
	171,251	R.R. Donnelley & Sons Co.		1,575,509
				2,067,645
		Communications Equipment – 2.01%
	35,756	Motorola Solutions, Inc.		2,087,793

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

O’Shaughnessy All Cap Core Fund

Schedule of Investments (Continued)

at January 31, 2013 (Unaudited)

Shares			Value
		COMMON STOCKS (Continued)
		Computers & Peripherals – 4.70%
	1,984	Apple, Inc.	$	903,335
	65,877	Iron Mountain, Inc.		2,253,652
	35,790	Lexmark International, Inc.		861,107
	25,583	Seagate Technology PLC#		869,310
				4,887,404
		Construction & Engineering – 0.33%
	6,040	AECOM Technology Corp.*		154,443
	6,550	MasTec, Inc.*		185,365
				339,808
		Consumer Finance – 1.42%
	32,187	Discover Financial Services		1,235,659
	14,376	SLM Corp.		242,811
				1,478,470
		Containers & Packaging – 0.27%
	15,819	Boise, Inc.*		130,507
	10,372	Myers Industries, Inc.		153,298
				283,805
		Diversified Consumer Services – 1.03%
	23,464	Apollo Group, Inc. – Class A*		474,442
	4,137	Capella Education Co.*		113,023
	21,326	H&R Block, Inc.		485,593
				1,073,058
		Diversified Financial Services – 0.61%
	8,255	JPMorgan Chase & Co.		388,398
	4,544	Moody’s Corp.		249,102
				637,500
		Diversified Telecommunication Services – 3.49%
	80,491	AT&T, Inc.		2,800,282
	318,050	Vonage Holdings Corp.*		830,111
				3,630,393
		Electric Utilities – 0.84%
	32,632	PNM Resources, Inc.		697,020
	3,919	UNS Energy Corp.		177,492
				874,512
		Electrical Equipment – 0.13%
	3,176	AZZ, Inc.		135,901

		Electronic Equipment, Instruments & Components – 1.11%
	4,466	SYNNEX Corp.*		160,553
	19,453	Tech Data Corp.*		990,352
				1,150,905

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

O’Shaughnessy All Cap Core Fund

Schedule of Investments (Continued)

at January 31, 2013 (Unaudited)

Shares			Value
		COMMON STOCKS (Continued)
		Energy Equipment & Services – 0.17%
	11,561	RPC, Inc.	$	173,068

		Food & Staples Retailing – 5.61%
	2,619	The Andersons, Inc.		123,486
	4,166	CVS Caremark Corp.		213,299
	242,914	Safeway, Inc.		4,676,095
	10,662	Spartan Stores, Inc.		173,151
	4,592	Susser Holdings Corp.*		192,221
	6,615	Wal-Mart Stores, Inc.		462,719
				5,840,971
		Food Products – 0.34%
	3,628	Seneca Foods Corp. – Class A*		108,876
	4,797	Smithfield Foods, Inc.*		111,818
	5,847	Tyson Foods, Inc. – Class A		129,336
				350,030
		Health Care Equipment & Supplies – 0.69%
	10,769	Cyberonics, Inc.*		466,944
	4,342	Cynosure, Inc. – Class A*		115,931
	2,325	West Pharmaceutical Services, Inc.		137,663
				720,538
		Health Care Providers & Services – 1.48%
	3,051	Centene Corp.*		131,681
	4,890	Hanger, Inc.*		140,490
	17,166	Health Net, Inc.*		466,915
	11,256	Magellan Health Services, Inc.*		577,433
	1,130	McKesson Corp.		118,910
	11,118	Select Medical Holdings Corp.*		108,289
				1,543,718
		Hotels, Restaurants & Leisure – 5.46%
	6,106	Brinker International, Inc.		199,910
	3,084	Cracker Barrel Old Country Store, Inc.		199,905
	1,631	DineEquity, Inc.*		119,487
	3,739	Jack in the Box, Inc.*		108,543
	5,308	Papa John’s International, Inc.*		297,779
	7,599	SHFL Entertainment, Inc.*		112,465
	15,076	Wyndham Worldwide Corp.		841,090
	30,386	Wynn Resorts Ltd.		3,804,935
				5,684,114
		Household Durables – 2.29%
	8,898	Garmin Ltd.#		337,145
	5,947	Jarden Corp.		349,921
	3,322	Mohawk Industries, Inc.*		337,715
	35,471	Newell Rubbermaid, Inc.		832,859

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

O’Shaughnessy All Cap Core Fund

Schedule of Investments (Continued)

at January 31, 2013 (Unaudited)

Shares			Value
		COMMON STOCKS (Continued)
		Household Durables – 2.29% (Continued)
	7,007	PulteGroup, Inc.*	$	145,325
	3,261	Whirlpool Corp.		376,254
				2,379,219
		Household Products – 0.70%
	3,332	Church & Dwight Co., Inc.		192,556
	10,664	Spectrum Brands Holdings, Inc.		540,025
				732,581
		Insurance – 8.44%
	4,675	Aflac, Inc.		248,055
	14,458	The Allstate Corp.		634,706
	47,756	Assurant, Inc.		1,826,189
	4,185	Protective Life Corp.		132,413
	14,205	Torchmark Corp.		791,361
	65,604	The Travelers Companies, Inc.		5,147,290
				8,780,014
		Internet & Catalog Retail – 1.24%
	3,793	Expedia, Inc.		247,493
	6,378	HSN, Inc.*		380,129
	6,664	Liberty Interactive Corp. – Class A*		141,677
	757	priceline.com, Inc.*		518,901
				1,288,200
		Internet Software & Services – 2.42%
	12,060	Blucora, Inc.*		179,212
	8,839	Ebay, Inc.*		494,365
	30,939	VeriSign, Inc.*		1,343,062
	25,651	Yahoo!, Inc.*		503,529
				2,520,168
		IT Services – 1.64%
	5,430	CoreLogic, Inc.*		142,483
	3,676	Heartland Payment Systems, Inc.		116,750
	9,135	Visa, Inc. – Class A		1,442,508
				1,701,741
		Life Sciences Tools & Services – 0.12%
	10,411	Cambrex Corp.*		122,329

		Machinery – 1.58%
	7,951	FreightCar America, Inc.		197,105
	13,883	Ingersoll-Rand PLC#		713,447
	7,218	L.B. Foster Co. – Class A		312,612
	18,918	Mueller Water Products, Inc. – Class A		111,805
	4,770	NACCO Industries, Inc. – Class A		310,813
				1,645,782

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

O’Shaughnessy All Cap Core Fund

Schedule of Investments (Continued)

at January 31, 2013 (Unaudited)

Shares			Value
		COMMON STOCKS (Continued)
		Media – 3.04%
	1,899	Charter Communications, Inc. – Class A*	$	148,065
	26,482	Comcast Corp. – Class A		1,008,435
	8,385	Discovery Communications, Inc. – Class A*		581,751
	15,415	Lions Gate Entertainment Corp.*#		282,403
	2,777	The Madison Square Garden Co. – Class A*		144,460
	1,580	Time Warner Cable, Inc.		141,157
	5,418	Valassis Communications, Inc.*		152,029
	12,985	The Walt Disney Co.		699,632
				3,157,932
		Multi-line Retail – 1.81%
	23,527	Dollar Tree, Inc.*		940,845
	20,432	Kohl’s Corp.		945,797
				1,886,642
		Multi-Utilities – 0.19%
	8,406	MDU Resources Group, Inc.		196,028

		Oil, Gas & Consumable Fuels – 7.26%
	5,370	EPL Oil & Gas, Inc.*		131,350
	35,652	Exxon Mobil Corp.		3,207,610
	8,239	HollyFrontier Corp.		430,241
	2,914	Kinder Morgan, Inc.		109,158
	14,543	Marathon Petroleum Corp.		1,079,236
	5,382	Targa Resources Corp.		324,858
	38,401	Tesoro Corp.		1,869,745
	11,494	The Williams Companies, Inc.		402,865
				7,555,063
		Paper & Forest Products – 1.11%
	12,532	Domtar Corp.*		1,043,038
	2,680	Schweitzer-Mauduit International, Inc.		109,183
				1,152,221
		Personal Products – 0.22%
	9,346	Medifast, Inc.*		229,257

		Pharmaceuticals – 5.65%
	5,703	Eli Lilly & Co.		306,194
	17,415	Mylan, Inc.*		492,322
	7,841	Obagi Medical Products, Inc.*		112,675
	174,009	Pfizer, Inc.		4,746,966
	8,122	ViroPharma, Inc.*		216,533
				5,874,690

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

O’Shaughnessy All Cap Core Fund

Schedule of Investments (Continued)

at January 31, 2013 (Unaudited)

Shares			Value
		COMMON STOCKS (Continued)
		Professional Services – 0.45%
	2,693	Barrett Business Services, Inc.	$	108,366
	4,320	Equifax, Inc.		253,584
	5,143	GP Strategies Corp.*		110,060
				472,010
		Semiconductors & Semiconductor Equipment – 3.20%
	153,850	Intel Corp.		3,237,004
	5,856	Magnachip Semiconductor Corp.*		93,813
				3,330,817
		Software – 0.11%
	4,940	SS&C Technologies Holdings, Inc.*		111,792

		Specialty Retail – 15.44%
	3,986	Advance Auto Parts, Inc.		293,051
	3,940	Asbury Automotive Group, Inc.*		140,106
	6,484	Ascena Retail Group, Inc.*		109,904
	2,409	Bed Bath & Beyond, Inc.*		141,408
	11,971	Foot Locker, Inc.		411,204
	95,471	GameStop Corp. – Class A*		2,214,927
	47,807	The Gap, Inc.		1,562,333
	2,993	Genesco, Inc.*		186,554
	3,024	GNC Holdings, Inc. – Class A		108,683
	10,359	Haverty Furniture Companies, Inc.		186,462
	64,334	Home Depot, Inc.		4,305,231
	3,841	O’Reilly Automotive, Inc.*		355,869
	5,635	PetSmart, Inc.		368,585
	28,598	Ross Stores, Inc.		1,707,301
	9,157	The Sherwin-Williams Co.		1,484,716
	9,926	Stage Stores, Inc.		226,809
	45,639	The TJX Companies, Inc.		2,061,970
	3,171	Vitamin Shoppe, Inc.*		193,685
				16,058,798
		Textiles, Apparel & Luxury Goods – 0.15%
	2,969	Coach, Inc.		151,419

		Tobacco – 0.86%
	12,559	Altria Group, Inc.		422,987
	5,321	Philip Morris International, Inc.		469,099
				892,086
		Trading Companies & Distributors – 0.29%
	18,591	Aceto Corp.		194,090
	808	TransDigm Group, Inc.		109,436
				303,526

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

O’Shaughnessy All Cap Core Fund

Schedule of Investments (Continued)

at January 31, 2013 (Unaudited)

Shares			Value
		COMMON STOCKS (Continued)
		Wireless Telecommunication Services – 0.57%
	21,688	MetroPCS Communications, Inc.*	$	217,531
	32,720	USA Mobility, Inc.		378,243
				595,774
		Total Common Stocks (Cost $91,848,958)		101,436,441
		Total Investments in Securities (Cost $91,848,958) – 97.51%		101,436,441
		Other Assets in Excess of Liabilities – 2.49%		2,590,803
		Net Assets – 100.00%	$	104,027,244

*	Non-income producing security.
#	U.S. traded security of a foreign issuer.

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

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

O’Shaughnessy Enhanced Dividend Fund

Schedule of Investments

at January 31, 2013 (Unaudited)

Shares			Value
		COMMON STOCKS – 93.36%
		Aerospace & Defense – 7.25%
	110,829	BAE Systems PLC – ADR	$	2,407,206
	17,211	Lockheed Martin Corp.		1,495,120
				3,902,326
		Commercial Banks – 4.68%
	25,024	Bank of Montreal#		1,582,017
	16,473	HSBC Holdings PLC – ADR		936,655
				2,518,672
		Commercial Services & Supplies – 1.36%
	20,080	Waste Management, Inc.		730,510

		Computers & Peripherals – 1.01%
	16,077	Seagate Technology PLC#		546,296

		Construction Materials – 0.47%
	11,896	CRH PLC – ADR		256,002

		Diversified Telecommunication Services – 21.40%
	1,385	AT&T, Inc.		48,184
	6,429	BCE, Inc.#		285,576
	18,483	CenturyLink, Inc.		747,637
	152,280	Deutsche Telekom AG – ADR		1,866,953
	163,330	France Telecom S.A. – ADR		1,861,962
	57,442	KT Corp. – ADR		973,067
	19,857	PT Telekomunikasi Indonesia Tbk – ADR		787,330
	138,045	Telecom Italia S.p.A. – ADR		1,363,885
	833	Telenor ASA – ADR		55,011
	110,154	Telstra Corp., Ltd. – ADR		2,647,001
	20,297	Verizon Communications, Inc.		885,152
				11,521,758
		Industrial Conglomerates – 0.27%
	4,658	Koninklijke Philips Electronics N.V. – ADR		144,817

		Insurance – 8.11%
	51,336	Allianz SE – ADR		733,591
	51,113	AXA S.A. – ADR		943,035
	41,551	Manulife Financial Corp.#		599,581
	5,019	Power Corp. of Canada#		132,652
	20,413	Sun Life Financial, Inc.#		594,835
	18,380	Swiss Re AG – ADR		1,362,326
				4,366,020
		Metals & Mining – 1.75%
	3,944	BHP Billiton PLC – ADR		270,716
	11,122	Cliffs Natural Resources, Inc.		414,962
	27,037	Companhia Siderurgica Nacional S.A. – ADR		146,811

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

O’Shaughnessy Enhanced Dividend Fund

Schedule of Investments (Continued)

at January 31, 2013 (Unaudited)

Shares			Value
		COMMON STOCKS (Continued)
		Metals & Mining – 1.75% (Continued)
	9,496	Gold Fields Ltd. – ADR	$	110,344
				942,833
		Oil, Gas & Consumable Fuels – 23.51%
	27,848	BP PLC – ADR		1,239,793
	90,438	Canadian Oil Sands Ltd.#		1,895,580
	12,610	China Petroleum & Chemical Corp. – ADR		1,531,485
	15,915	ConocoPhillips		923,070
	2,355	Ecopetrol S.A. – ADR		149,071
	31,220	ENI S.p.A. – ADR		1,558,815
	46,835	Gazprom OAO – ADR		442,591
	24,263	Husky Energy, Inc.#		761,858
	6,656	Royal Dutch Shell PLC – ADR		469,381
	8,742	Sasol Ltd. – ADR		377,917
	37,819	Total S.A. – ADR		2,053,194
	73,300	Yanzhou Coal Mining Co., Ltd. – ADR		1,254,896
				12,657,651
		Paper & Forest Products – 0.34%
	15,156	UPM-Kymmene Oyj – ADR		184,752

		Pharmaceuticals – 10.46%
	53,115	AstraZeneca PLC – ADR		2,559,081
	14,882	Bristol-Myers Squibb Co.		537,835
	9,157	Eisai Co., Ltd. – ADR*		399,978
	33,751	Eli Lilly & Co.		1,812,091
	11,815	Pfizer, Inc.		322,313
				5,631,298
		Semiconductors & Semiconductor Equipment – 1.70%
	14,886	Intel Corp.		313,201
	47,215	STMicroelectronics N.V. – ADR		407,465
	99,681	United Microelectronics Corp. – ADR		195,375
				916,041
		Software – 0.75%
	16,399	CA, Inc.		407,023

		Trading Companies & Distributors – 1.02%
	1,822	Mitsui & Co., Ltd. – ADR*		550,335

		Wireless Telecommunication Services – 9.28%
	22,450	Mobile Telesystems – ADR		441,367
	27,482	NTT DoCoMo, Inc. – ADR		416,902
	11,954	Rogers Communications, Inc. – Class B#		555,741
	101,645	SK Telecom Co., Ltd. – ADR		1,722,883
	68,031	Vodafone Group PLC – ADR		1,858,607
				4,995,500
		Total Common Stocks (Cost $45,752,303)		50,271,834

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

O’Shaughnessy Enhanced Dividend Fund

Schedule of Investments (Continued)

at January 31, 2013 (Unaudited)

Shares			Value
		CONVERTIBLE PREFERRED STOCKS – 0.90%
		Media – 0.90%
	20,821	Shaw Communications, Inc. – Class B – ADR	$	487,628
		Total Convertible Preferred Stocks (Cost $435,420)		487,628

		PREFERRED STOCKS – 2.43%
		Diversified Telecommunication Services – 2.43%
	51,988	Telefonica Brasil S.A. – ADR		1,309,058
		Total Preferred Stocks (Cost $1,225,724)		1,309,058
		Total Investments in Securities (Cost $47,413,447) – 96.69%		52,068,520
		Other Assets in Excess of Liabilities – 3.31%		1,780,014
		Net Assets – 100.00%	$	53,848,534

#	U.S. traded security of a foreign issuer.

ADR – American Depository Receipt

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

O’Shaughnessy Enhanced Dividend Fund

Schedule of Investments (Continued)

at January 31, 2013 (Unaudited)

Country Allocation

Country	% of Net Assets
United States		19.16	%
United Kingdom		17.26	%
Canada		12.83	%
France		9.04	%
Italy		5.44	%
China		5.19	%
Republic of Korea		5.02	%
Australia		4.93	%
Germany		4.84	%
Brazil		2.71	%
Japan		2.54	%
Switzerland		2.54	%
Netherlands		1.90	%
Russian Federation		1.65	%
Ireland		1.49	%
Indonesia		1.47	%
South Africa		0.91	%
Taiwan, Province of China		0.36	%
Finland		0.34	%
Colombia		0.28	%
Norway		0.10	%
		100.00	%

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

O’Shaughnessy Small/Mid Cap Growth Fund

Schedule of Investments

at January 31, 2013 (Unaudited)

Shares			Value
		COMMON STOCKS – 100.81%
		Aerospace & Defense – 0.23%
	1,833	GenCorp, Inc.*	$	19,668

		Airlines – 2.10%
	438	Alaska Air Group, Inc.*		20,205
	678	Allegiant Travel Co.		50,491
	652	Copa Holdings S.A. – Class A#		71,459
	1,854	Deutsche Lufthansa AG – ADR		36,654
				178,809
		Auto Components – 0.98%
	966	Cooper Tire & Rubber Co.		24,594
	1,188	Drew Industries, Inc.*		43,505
	650	Standard Motor Products, Inc.		15,086
				83,185
		Automobiles – 0.55%
	1,749	Fuji Heavy Industries Ltd. – ADR*		47,258

		Beverages – 0.25%
	453	Monster Beverage Corp.*		21,699

		Biotechnology – 0.74%
	7,080	PDL BioPharma, Inc.		48,710
	267	United Therapeutics Corp.*		14,389
				63,099
		Building Materials – 1.28%
	1,898	Lennox International, Inc.		109,154

		Building Products – 2.09%
	1,853	A.O. Smith Corp.		128,376
	676	American Woodmark Corp.*		18,800
	1,281	Apogee Enterprises, Inc.		31,320
				178,496
		Capital Markets – 0.69%
	395	Virtus Investment Partners, Inc.*		58,859

		Chemicals – 5.77%
	3,574	American Vanguard Corp.		121,159
	2,005	H.B. Fuller Co.		78,355
	9,334	Landec Corp.*		110,141
	80	NewMarket Corp.		20,413
	1,033	Quaker Chemical Corp.		59,057
	1,545	Valspar Corp.		102,403
				491,528

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

O’Shaughnessy Small/Mid Cap Growth Fund

Schedule of Investments (Continued)

at January 31, 2013 (Unaudited)

Shares			Value
		COMMON STOCKS (Continued)
		Commercial Services & Supplies – 2.90%
	1,408	Acorn Energy, Inc.	$	10,363
	667	Cintas Corp.		28,187
	962	Corrections Corp. of America		36,450
	335	Deluxe Corp.		12,325
	1	The Geo Group, Inc.		25
	475	Healthcare Services Group, Inc.		11,471
	804	KAR Auction Services, Inc.*		17,149
	7,909	Kimball International, Inc. – Class B		85,417
	3,375	Steelcase, Inc. – Class A		46,001
				247,388
		Communications Equipment – 0.49%
	879	Arris Group, Inc.*		14,521
	213	Loral Space & Communications, Inc.		12,501
	407	RADWARE Ltd.*#		14,803
				41,825
		Computers & Peripherals – 0.11%
	271	Iron Mountain, Inc.		9,271

		Construction & Engineering – 0.94%
	1,039	EMCOR Group, Inc.*		37,747
	1,485	MasTec, Inc.*		42,025
				79,772
		Construction Materials – 2.36%
	2,395	Eagle Materials, Inc.		155,124
	864	James Hardie Industries PLC – ADR		45,999
				201,123
		Consumer Finance – 0.65%
	518	Portfolio Recovery Associates, Inc.*		55,400

		Containers & Packaging – 2.77%
	1,251	AEP Industries, Inc.*		80,539
	8,484	Intertape Polymer Group, Inc.#		81,786
	3,360	Myers Industries, Inc.		49,661
	628	Packaging Corp. of America		24,134
				236,120
		Distributors – 0.32%
	293	Core-Mark Holding Co., Inc.*		14,688
	265	Pool Corp.		12,142
				26,830
		Diversified Consumer Services – 0.75%
	4,266	Service Corp. International		63,691

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

O’Shaughnessy Small/Mid Cap Growth Fund

Schedule of Investments (Continued)

at January 31, 2013 (Unaudited)

Shares			Value
		COMMON STOCKS (Continued)
		Diversified Telecommunication Services – 0.44%
	982	KT Corp. – ADR	$	16,635
	2,053	Telecom Corp. of New Zealand Ltd. – ADR		20,793
				37,428
		Electrical Equipment – 2.01%
	2,340	AZZ, Inc.		100,129
	1,125	Generac Holdings, Inc.		41,828
	1,217	Thermon Group Holdings, Inc.*		29,451
				171,408
		Electronic Equipment, Instruments & Components – 0.78%
	188	FEI Co.		11,460
	1,463	Jabil Circuit, Inc.		27,665
	750	SYNNEX Corp.*		26,962
				66,087
		Energy Equipment & Services – 0.52%
	78	Core Laboratories N.V.#		9,956
	368	Gulfmark Offshore, Inc. – Class A		12,792
	339	Oceaneering International, Inc.		21,428
				44,176
		Food & Staples Retailing – 0.65%
	10,746	Rite Aid Corp.*		17,194
	907	Susser Holdings Corp.*		37,967
				55,161
		Food Products – 0.95%
	931	Cal-Maine Foods, Inc.		38,804
	2,222	Gruma S.A.B. de C.V. – ADR*		29,553
	504	Snyders-Lance, Inc.		12,817
				81,174
		Health Care Equipment & Supplies – 3.47%
	613	Abaxis, Inc.		23,735
	1,048	Cyberonics, Inc.*		45,441
	1,199	ICU Medical, Inc.*		72,480
	618	ResMed, Inc.		27,068
	1,895	Spectranetics Corp.*		31,571
	580	STERIS Corp.		21,883
	2,442	Vascular Solutions, Inc.*		40,806
	554	West Pharmaceutical Services, Inc.		32,802
				295,786
		Health Care Providers & Services – 3.05%
	7,597	AMN Healthcare Services, Inc.*		92,304
	3,705	BioScrip, Inc.*		41,607
	358	Catamaran Corp.*#		18,577
	378	Centene Corp.*		16,314
	531	HCA Holdings, Inc.		19,992

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

O’Shaughnessy Small/Mid Cap Growth Fund

Schedule of Investments (Continued)

at January 31, 2013 (Unaudited)

Shares			Value
		COMMON STOCKS (Continued)
		Health Care Providers & Services – 3.05% (Continued)
	544	Team Health Holdings, Inc.*	$	18,425
	808	Triple-S Management Corp. – Class B*#		14,601
	1,112	U.S. Physical Therapy, Inc.		27,355
	189	Universal Health Services, Inc. – Class B		10,705
				259,880
		Hotels, Restaurants & Leisure – 8.16%
	3,488	AFC Enterprises, Inc.*		101,361
	1,265	Brinker International, Inc.		41,416
	894	Churchill Downs, Inc.		57,806
	1,268	Cracker Barrel Old Country Store, Inc.		82,192
	1,061	InterContinental Hotels Group PLC – ADR*		31,098
	1,461	Interval Leisure Group, Inc.		28,928
	892	Jack in the Box, Inc.*		25,895
	780	Marriott Vacations WorldWide Corp.*		34,616
	1,682	Papa John’s International, Inc.*		94,360
	3,523	Ruth’s Hospitality Group, Inc.*		27,338
	2,451	SHFL Entertainment, Inc.*		36,275
	874	Six Flags Entertainment Corp.		55,010
	1,421	Wyndham Worldwide Corp.		79,278
				695,573
		Household Durables – 4.05%
	1,268	D.R. Horton, Inc.		30,001
	710	Garmin Ltd.#		26,902
	679	Jarden Corp.		39,952
	1,501	Lennar Corp. – Class A		62,352
	543	Mohawk Industries, Inc.*		55,201
	371	Newell Rubbermaid, Inc.		8,711
	5,894	PulteGroup, Inc.*		122,242
				345,361
		Household Products – 1.77%
	848	Church & Dwight Co., Inc.		49,006
	2,012	Spectrum Brands Holdings, Inc.		101,888
				150,894
		Insurance – 0.16%
	559	eHealth, Inc.*		13,623

		Internet & Catalog Retail – 1.86%
	781	Expedia, Inc.		50,960
	1,800	HSN, Inc.*		107,280
				158,240
		Internet Software & Services – 2.43%
	4,451	Blucora, Inc.*		66,142
	732	Cornerstone OnDemand, Inc.*		23,922
	391	IAC/InterActiveCorp.		16,129

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

O’Shaughnessy Small/Mid Cap Growth Fund

Schedule of Investments (Continued)

at January 31, 2013 (Unaudited)

Shares			Value
		COMMON STOCKS (Continued)
		Internet Software & Services – 2.43% (Continued)
	1,261	Internet Initiative Japan, Inc. – ADR*	$	17,528
	282	Rackspace Hosting, Inc.*		21,249
	1,423	VeriSign, Inc.*		61,772
				206,742
		IT Services – 4.66%
	3,654	Acxiom Corp.*		64,785
	458	Alliance Data Systems Corp.*		72,181
	303	Cass Information Systems, Inc.		11,756
	1,202	CGI Group, Inc. – Class A*#		32,250
	520	Convergys Corp.		8,850
	666	CoreLogic, Inc.*		17,476
	2,224	CSG Systems International, Inc.*		41,878
	832	Euronet Worldwide, Inc.*		20,359
	1,755	Genpact Ltd.#		29,396
	1,444	Heartland Payment Systems, Inc.		45,861
	2,263	Total System Services, Inc.		52,615
				397,407
		Leisure Equipment & Products – 0.46%
	303	Arctic Cat, Inc.*		10,950
	329	Polaris Industries, Inc.		28,653
				39,603
		Life Sciences Tools & Services – 1.14%
	3,331	Cambrex Corp.*		39,139
	544	Covance, Inc.*		36,290
	630	PAREXEL International Corp.*		21,325
				96,754
		Machinery – 3.82%
	630	Actuant Corp. – Class A		18,572
	167	Flowserve Corp.		26,181
	1,013	L.B. Foster Co. – Class A		43,873
	173	Lincoln Electric Holdings, Inc.		9,330
	95	Middleby Corp.*		13,429
	11,678	Mueller Water Products, Inc. – Class A		69,017
	357	NACCO Industries, Inc. – Class A		23,262
	282	Snap-on, Inc.		22,848
	221	Standex International Corp.		12,520
	1,457	The Toro Co.		64,152
	153	Valmont Industries, Inc.		22,295
				325,479
		Media – 2.71%
	846	Aimia, Inc.#		13,587
	903	Charter Communications, Inc. – Class A*		70,407
	518	Cinemark Holdings, Inc.		14,577
	1,560	Lions Gate Entertainment Corp.*#		28,579

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

O’Shaughnessy Small/Mid Cap Growth Fund

Schedule of Investments (Continued)

at January 31, 2013 (Unaudited)

Shares			Value
		COMMON STOCKS (Continued)
		Media – 2.71% (Continued)
	583	The Madison Square Garden Co. – Class A*	$	30,328
	1,094	Regal Entertainment Group – Class A		16,333
	687	Scripps Networks Interactive, Inc. – Class A		42,436
	381	Virgin Media, Inc.		15,008
				231,255
		Metals & Mining – 2.10%
	12,092	Grupo Simec S.A.B. de C.V. – ADR*		179,203

		Multi-line Retail – 1.45%
	782	Dollar General Corp.*		36,144
	10,416	Tuesday Morning Corp.*		87,494
				123,638
		Oil, Gas & Consumable Fuels – 2.32%
	257	Adams Resources & Energy, Inc.		9,172
	1,301	EPL Oil & Gas, Inc.*		31,822
	524	Kinder Morgan, Inc.		19,629
	1,621	SemGroup Corp. – Class A*		69,962
	1,114	Targa Resources Corp.		67,241
				197,826
		Paper & Forest Products – 1.12%
	1,632	KapStone Paper & Packaging Corp.*		39,168
	1,233	Neenah Paper, Inc.		38,149
	983	P.H. Glatfelter Co.		18,264
				95,581
		Personal Products – 0.14%
	339	USANA Health Sciences, Inc.*		12,018

		Pharmaceuticals – 1.10%
	2,685	Obagi Medical Products, Inc.*		38,583
	3,409	Santarus, Inc.*		45,544
	366	ViroPharma, Inc.*		9,758
				93,885
		Professional Services – 2.49%
	1,943	Barrett Business Services, Inc.		78,186
	1,980	CDI Corp.		33,700
	927	Equifax, Inc.		54,415
	2,151	GP Strategies Corp.*		46,031
				212,332
		Real Estate Management & Development – 1.22%
	1,180	Altisource Portfolio Solutions S.A.*#		103,687

		Road & Rail – 0.28%
	354	J.B. Hunt Transport Services, Inc.		23,814

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

O’Shaughnessy Small/Mid Cap Growth Fund

Schedule of Investments (Continued)

at January 31, 2013 (Unaudited)

Shares			Value
		COMMON STOCKS (Continued)
		Software – 3.37%
	401	ACI Worldwide, Inc.*	$	19,064
	1,238	Aspen Technology, Inc.*		37,883
	307	Manhattan Associates, Inc.*		21,033
	325	SolarWinds, Inc.*		17,686
	2,006	SS&C Technologies Holdings, Inc.*		45,396
	2,706	Tyler Technologies, Inc.*		146,259
				287,321
		Specialty Retail – 10.60%
	338	Advance Auto Parts, Inc.		24,850
	615	American Eagle Outfitters, Inc.		12,429
	222	America’s Car-Mart, Inc.*		8,840
	1,934	Asbury Automotive Group, Inc.*		68,773
	517	Ascena Retail Group, Inc.*		8,763
	2,914	Foot Locker, Inc.		100,096
	1,730	The Gap, Inc.		56,536
	341	Genesco, Inc.*		21,255
	1,182	GNC Holdings, Inc. – Class A		42,481
	6,904	Haverty Furniture Companies, Inc.		124,272
	976	Hibbett Sports, Inc.*		51,396
	1,243	PetSmart, Inc.		81,305
	2,825	Pier 1 Imports, Inc.		61,274
	566	The Sherwin-Williams Co.		91,771
	262	Signet Jewelers Ltd.#		16,396
	1,274	Stage Stores, Inc.		29,111
	930	Urban Outfitters, Inc.*		39,795
	855	Vitamin Shoppe, Inc.*		52,223
	259	Williams-Sonoma, Inc.		11,396
				902,962
		Textiles, Apparel & Luxury Goods – 0.38%
	384	Iconix Brand Group, Inc.*		9,235
	193	PVH Corp.		22,942
				32,177
		Trading Companies & Distributors – 2.76%
	6,106	Aceto Corp.		63,747
	958	Bunzl PLC – ADR		86,364
	814	DXP Enterprises, Inc.*		46,317
	289	TransDigm Group, Inc.		39,142
				235,570
		Transportation Infrastructure – 2.27%
	1,103	Grupo Aeroportuario del Centro Norte S.A.B. de C.V. – ADR		29,362
	1,653	Grupo Aeroportuario del Pacifico S.A.B. de C.V. – ADR		102,883
	512	Grupo Aeroportuario del Sureste S.A.B. de C.V. – ADR		61,138
				193,383

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

O’Shaughnessy Small/Mid Cap Growth Fund

Schedule of Investments (Continued)

at January 31, 2013 (Unaudited)

Shares			Value
		COMMON STOCKS (Continued)
		Wireless Telecommunication Services – 0.15%
	877	Shenandoah Telecommunications Co.	$	12,857
		Total Common Stocks (Cost $7,455,163)		8,591,460
		Total Investments in Securities (Cost $7,455,163) – 100.81%		8,591,460
		Liabilities in Excess of Other Assets – (0.81)%		(69,159	)
		Net Assets – 100.00%	$	8,522,301

*	Non-income producing security.
#	U.S. traded security of a foreign issuer.

ADR – American Depository Receipt

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

O’Shaughnessy Mutual Funds

Statements of Assets and Liabilities

at January 31, 2013 (Unaudited)

	All Cap		Enhanced		Small/Mid Cap
	Core Fund		Dividend Fund		Growth Fund
ASSETS
Investments in securities, at value (cost $91,848,958,
$47,413,447, and $7,455,163, respectively)	$	101,436,441	$	52,068,520	$	8,591,460
Cash		1,808,708		1,662,552		648,688
Receivables:
Fund shares issued		867,883		168,017		1,731
Dividends		133,453		100,561		3,035
Due from Advisor (Note 4)		—		—		16,465
Prepaid expenses		10,594		10,992		5,743
Total assets		104,257,079		54,010,642		9,267,122
LIABILITIES
Payables:
Securities purchased		—		—		683,181
Distributions payable		—		21,111		—
Fund shares redeemed		3,000		4,356		3,824
Administration fees		11,536		11,536		9,716
Audit fees		11,328		11,328		9,578
Transfer agent fees and expenses		13,397		13,085		8,334
Due to Advisor (Note 4)		133,220		49,343		—
Custody fees		6,365		5,900		8,861
Legal fees		5,704		2,744		2,129
Fund accounting fees		12,652		11,591		10,846
Chief Compliance Officer fee		2,034		2,034		2,034
Distribution fees		25,895		24,933		1,933
Shareholder reporting		1,823		1,598		1,984
Accrued other expenses		2,881		2,549		2,401
Total liabilities		229,835		162,108		744,821
NET ASSETS	$	104,027,244	$	53,848,534	$	8,522,301

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

O’Shaughnessy Mutual Funds

Statements of Assets and Liabilities (Continued)

at January 31, 2013 (Unaudited)

	All Cap			Enhanced			Small/Mid Cap
	Core Fund			Dividend Fund			Growth Fund
CALCULATION OF NET ASSET VALUE PER SHARE
Class A Shares
Net assets applicable to shares outstanding	$	3,634,895		$	9,737,533		$	2,519,750
Shares issued and outstanding [unlimited
number of shares (par value $0.01) authorized]		267,472			807,767			182,253
Net asset value and redemption price per share	$	13.59		$	12.05		$	13.83
Maximum offering price per share
(Net asset value per share divided by 94.75%)	$	14.34		$	12.72		$	14.60
Class C Shares
Net assets applicable to shares outstanding	$	7,229,084		$	6,666,314			—
Shares issued and outstanding [unlimited
number of shares (par value $0.01) authorized]		540,653			555,895			—
Net asset value and offering
price per share (Note 1)	$	13.37		$	11.99			—
Class I Shares
Net assets applicable to shares outstanding	$	93,163,265		$	37,444,687		$	6,002,551
Shares issued and outstanding [unlimited
number of shares (par value $0.01) authorized]		6,877,083			3,100,386			431,853
Net asset value, offering and
redemption price per share	$	13.55		$	12.08		$	13.90
COMPONENTS OF NET ASSETS
Paid-in capital	$	95,461,101		$	50,393,883		$	7,121,284
Undistributed net investment income/(loss)		57,027			(1,884	)		(9,986	)
Accumulated net realized gain/(loss) on investments		(1,078,367	)		(1,198,614	)		274,706
Net unrealized appreciation of investments		9,587,483			4,655,149			1,136,297
Net assets	$	104,027,244		$	53,848,534		$	8,522,301

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

O’Shaughnessy Mutual Funds

(This Page Intentionally Left Blank.)

O’Shaughnessy Mutual Funds

Statements of Operations

For the Six Months Ended January 31, 2013 (Unaudited)

	All Cap		Enhanced			Small/Mid Cap
	Core Fund		Dividend Fund			Growth Fund
INVESTMENT INCOME
Income
Dividends (net of foreign tax withheld and issuance
fees of $0, $79,474, and $580, respectively)	$	1,429,723	$	665,077		$	72,045
Interest		48		14			2
Total income		1,429,771		665,091			72,047
Expenses
Advisory fees (Note 4)		239,202		133,602			24,067
Distribution fees – Class A (Note 5)		4,478		8,432			2,872
Distribution fees – Class C (Note 5)		34,785		31,482			—
Transfer agent fees and expenses (Note 4)		28,496		25,833			15,710
Fund accounting fees (Note 4)		24,270		22,356			21,262
Administration fees (Note 4)		22,977		22,977			19,277
Registration fees		20,626		20,318			13,815
Audit fees		9,828		9,828			9,578
Custody fees (Note 4)		6,731		6,971			5,962
Chief Compliance Officer fee (Note 4)		4,033		4,033			4,033
Miscellaneous expense		3,845		3,219			2,664
Reports to shareholders		3,639		2,308			1,107
Trustee fees		3,607		2,999			2,496
Legal fees		2,954		4,025			3,148
Insurance expense		1,983		1,497			1,098
Total expenses		411,454		299,880			127,089
Advisory fee recoupment or waiver
and expense reimbursement (Note 4)		58,372		(56,481	)		(76,486	)
Net expenses		469,826		243,399			50,603
Net investment income		959,945		421,692			21,444
REALIZED AND UNREALIZED
GAIN ON INVESTMENTS
Net realized gain on investments		59,606		351,582			455,495
Net change in unrealized
appreciation/(depreciation) on investments		5,467,354		4,687,652			591,536
Net realized and unrealized
gain on investments		5,526,960		5,039,234			1,047,031
Net increase in net assets
resulting from operations	$	6,486,905	$	5,460,926		$	1,068,475

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

O’Shaughnessy All Cap Core Fund

Statements of Changes in Net Assets

	Six Months Ended
	January 31, 2013			Year Ended
	(Unaudited)			July 31, 2012
INCREASE/(DECREASE) IN NET ASSETS FROM:
OPERATIONS
Net investment income	$	959,945		$	475,874
Net realized gain/(loss) on investments		59,606			(953,833	)
Net change in unrealized appreciation on investments		5,467,354			3,821,074
Net increase in net assets resulting from operations		6,486,905			3,343,115

DISTRIBUTIONS TO SHAREHOLDERS
From net investment income
Class A Shares		(46,854	)		(6,669	)
Class C Shares		(48,592	)		(2,564	)
Class I Shares		(1,282,967	)		(94,000	)
From net realized gain on investments
Class A Shares		—			(11,853	)
Class C Shares		—			(22,146	)
Class I Shares		—			(146,393	)
Total distributions to shareholders		(1,378,413	)		(283,625	)

CAPITAL SHARE TRANSACTIONS
Net increase in net assets derived
from net change in outstanding shares (a)		35,868,753			28,074,197
Total increase in net assets		40,977,245			31,133,687

NET ASSETS
Beginning of period		63,049,999			31,916,312
End of period	$	104,027,244		$	63,049,999
Includes undistributed net investment income of	$	57,027		$	475,495

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

O’Shaughnessy All Cap Core Fund

Statements of Changes in Net Assets (Continued)

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

	Six Months Ended
	January 31, 2013			Year Ended
	(Unaudited)			July 31, 2012
Class A Shares
Net proceeds from shares sold	$	616,022		$	3,320,709
Distributions reinvested		45,934			17,884
Payment for shares redeemed		(1,050,538	)+		(1,046,688	)+
Net increase/(decrease) in net assets
from capital share transactions	$	(388,582	)	$	2,291,905
+ Net of redemption fees of	$	1,112		$	44

Class C Shares
Net proceeds from shares sold	$	461,000		$	2,961,719
Distributions reinvested		48,592			24,710
Payment for shares redeemed		(384,897	)+		(204,544	)+
Net increase in net assets from capital share transactions	$	124,695		$	2,781,885
+ Net of redemption fees of	$	117		$	169

Class I Shares
Net proceeds from shares sold	$	38,444,053		$	27,657,034
Distributions reinvested		1,090,769			233,414
Payment for shares redeemed		(3,402,182	)+		(4,890,041	)+
Net increase in net assets from capital share transactions	$	36,132,640		$	23,000,407
+ Net of redemption fees of	$	1,746		$	2,649
	$	35,868,753		$	28,074,197

Class A Shares
Shares sold		46,455			278,935
Shares issued on reinvestment of distributions		3,580			1,538
Shares redeemed		(80,062	)		(88,185	)
Net increase/(decrease) in shares outstanding		(30,027	)		192,288

Class C Shares
Shares sold		35,108			261,750
Shares issued on reinvestment of distributions		3,847			2,154
Shares redeemed		(29,931	)		(17,046	)
Net increase in shares outstanding		9,024			246,858

Class I Shares
Shares sold		2,933,968			2,228,644
Shares issued on reinvestment of distributions		85,350			20,139
Shares redeemed		(260,735	)		(394,181	)
Net increase in shares outstanding		2,758,583			1,854,602
		2,737,580			2,293,748

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

O’Shaughnessy Enhanced Dividend Fund

Statements of Changes in Net Assets

	Six Months Ended
	January 31, 2013			Year Ended
	(Unaudited)			July 31, 2012
INCREASE/(DECREASE) IN NET ASSETS FROM:
OPERATIONS
Net investment income	$	421,692		$	842,495
Net realized gain/(loss) on investments		351,582			(1,523,366	)
Net change in unrealized
appreciation/(depreciation) on investments		4,687,652			(195,231	)
Net increase/(decrease) in
net assets resulting from operations		5,460,926			(876,102	)

DISTRIBUTIONS TO SHAREHOLDERS
From net investment income
Class A Shares		(65,104	)		(143,024	)
Class C Shares		(50,006	)		(144,863	)
Class I Shares		(308,296	)		(577,795	)
From net realized gain on investments
Class A Shares		—			(20,871	)
Class C Shares		—			(27,949	)
Class I Shares		—			(77,142	)
Total distributions to shareholders		(423,406	)		(991,644	)

CAPITAL SHARE TRANSACTIONS
Net increase in net assets derived
from net change in outstanding shares (a)		18,385,865			18,028,658
Total increase in net assets		23,423,385			16,160,912

NET ASSETS
Beginning of period		30,425,149			14,264,237
End of period	$	53,848,534		$	30,425,149
Includes undistributed net investment loss of	$	(1,884	)	$	(170	)

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

O’Shaughnessy Enhanced Dividend Fund

Statements of Changes in Net Assets (Continued)

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

	Six Months Ended
	January 31, 2013			Year Ended
	(Unaudited)			July 31, 2012
Class A Shares
Net proceeds from shares sold	$	4,467,482		$	5,764,398
Distributions reinvested		61,334			156,465
Payment for shares redeemed		(527,553	)+		(2,715,954	)+
Net increase in net assets from capital share transactions	$	4,001,263		$	3,204,909
+ Net of redemption fees of	$	153		$	4,930

Class C Shares
Net proceeds from shares sold	$	530,950		$	2,935,342
Distributions reinvested		50,006			172,813
Payment for shares redeemed		(575,723	)		(468,019	)+
Net increase in net assets from capital share transactions	$	5,233		$	2,640,136
+ Net of redemption fees of	$	—		$	3,440

Class I Shares
Net proceeds from shares sold	$	15,069,410		$	17,400,890
Distributions reinvested		257,844			589,717
Payment for shares redeemed		(947,885	)+		(5,806,994	)+
Net increase in net assets from capital share transactions	$	14,379,369		$	12,183,613
+ Net of redemption fees of	$	24		$	3,882
	$	18,385,865		$	18,028,658

Class A Shares
Shares sold		393,257			529,951
Shares issued on reinvestment of distributions		5,518			14,974
Shares redeemed		(46,000	)		(255,414	)
Net increase in shares outstanding		352,775			289,511

Class C Shares
Shares sold		46,601			264,787
Shares issued on reinvestment of distributions		4,536			16,628
Shares redeemed		(51,747	)		(44,953	)
Net increase/(decrease) in shares outstanding		(610	)		236,462

Class I Shares
Shares sold		1,325,954			1,572,335
Shares issued on reinvestment of distributions		23,080			56,347
Shares redeemed		(84,324	)		(549,200	)
Net increase in shares outstanding		1,264,710			1,079,482
		1,616,875			1,605,455

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

O’Shaughnessy Small/Mid Cap Growth Fund

Statements of Changes in Net Assets

	Six Months Ended
	January 31, 2013			Year Ended
	(Unaudited)			July 31, 2012
INCREASE/(DECREASE) IN NET ASSETS FROM:
OPERATIONS
Net investment income	$	21,444		$	186
Net realized gain/(loss) on investments		455,495			(79,813	)
Net change in unrealized
appreciation on investments		591,536			(222,074	)
Net increase/(decrease) in
net assets resulting from operations		1,068,475			(301,701	)

DISTRIBUTIONS TO SHAREHOLDERS
From net investment income
Class A Shares		(7,521	)		—
Class I Shares		(24,081	)		—
Total distributions to shareholders		(31,602	)		—

CAPITAL SHARE TRANSACTIONS
Net increase in net assets derived
from net change in outstanding shares (a)		154,564			678,512
Total increase in net assets		1,191,437			376,811

NET ASSETS
Beginning of period		7,330,864			6,954,053
End of period	$	8,522,301		$	7,330,864
Includes undistributed net investment income/(loss) of	$	(9,986	)	$	172

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

O’Shaughnessy Small/Mid Cap Growth Fund

Statements of Changes in Net Assets (Continued)

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

	Six Months Ended
	January 31, 2013			Year Ended
	(Unaudited)			July 31, 2012
Class A Shares
Net proceeds from shares sold	$	340,831		$	592,912
Distributions reinvested		7,521			—
Payment for shares redeemed		(212,577	)+		(102,160	)+
Net increase in net assets from capital share transactions	$	135,775		$	490,752
+ Net of redemption fees of	$	128		$	0	^

Class I Shares
Net proceeds from shares sold	$	454,440		$	1,033,794
Distributions reinvested		14,438			—
Payment for shares redeemed		(450,089	)		(846,034	)+
Net increase in net assets from capital share transactions	$	18,789		$	187,760
+ Net of redemption fees of	$	—		$	66
	$	154,564		$	678,512

Class A Shares
Shares sold		26,316			50,743
Shares issued on reinvestment of distributions		585			—
Shares redeemed		(16,133	)		(9,059	)
Net increase in shares outstanding		10,768			41,684

Class I Shares
Shares sold		35,571			90,888
Shares issued on reinvestment of distributions		1,117			—
Shares redeemed		(33,329	)		(70,193	)
Net increase in shares outstanding		3,359			20,695
		14,127			62,379

^ Amount is less than $1.00.

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

O’Shaughnessy All Cap Core Fund

Financial Highlights

For a share outstanding throughout the period

Class A Shares

	Six Months Ended						August 16, 2010*
	January 31, 2013			Year Ended			to
	(Unaudited)			July 31, 2012			July 31, 2011
Net asset value, beginning of period	$	12.78		$	12.08		$	10.00

Income from investment operations:
Net investment income		0.14	†		0.12	†		0.07	†
Net realized and unrealized
gain on investments		0.84			0.67			1.99
Total from investment operations		0.98			0.79			2.06

Less distributions:
From net investment income		(0.17	)		(0.03	)		(0.02	)
From net realized gain on investments		—			(0.06	)		(0.02	)
Total distributions		(0.17	)		(0.09	)		(0.04	)

Redemption fees retained	0.00		†^	0.00		†^		0.06	†

Net asset value, end of period	$	13.59		$	12.78		$	12.08

Total return		7.79	%++		6.59	%		21.26	%++

Ratios/supplemental data:
Net assets, end of period (thousands)	$	3,635		$	3,803		$	1,271

Ratio of expenses to average net assets:
Before expense reimbursement/recoupment		1.11	%+		1.68	%		2.74	%+
After expense reimbursement/recoupment		1.24	%+		1.24	%		1.24	%+

Ratio of net investment income/(loss)
to average net assets:
Before expense reimbursement/recoupment		2.19	%+		0.52	%		(0.87	)%+
After expense reimbursement/recoupment		2.06	%+		0.96	%		0.63	%+

Portfolio turnover rate		24.64	%++		66.71	%		44.27	%++

*		Commencement of operations.
+		Annualized.
++		Not annualized.
†		Based on average shares outstanding.
^		Amount is less than $0.01.

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

O’Shaughnessy All Cap Core Fund

Financial Highlights

For a share outstanding throughout the period

Class C Shares

	Six Months Ended						August 16, 2010*
	January 31, 2013			Year Ended			to
	(Unaudited)			July 31, 2012			July 31, 2011
Net asset value, beginning of period	$	12.55		$	11.92		$	10.00

Income from investment operations:
Net investment income/(loss)		0.09	†		0.03	†		(0.01	)†
Net realized and unrealized
gain on investments		0.82			0.66			1.97
Total from investment operations		0.91			0.69			1.96

Less distributions:
From net investment income		(0.09	)	(0.00		)^		(0.02	)
From net realized gain on investments		—			(0.06	)		(0.02	)
Total distributions		(0.09	)		(0.06	)		(0.04	)

Redemption fees retained	0.00		†^	0.00		†^		—

Net asset value, end of period	$	13.37		$	12.55		$	11.92

Total return		7.31	%++		5.86	%		19.66	%++

Ratios/supplemental data:
Net assets, end of period (thousands)	$	7,229		$	6,673		$	3,395

Ratio of expenses to average net assets:
Before expense reimbursement/recoupment		1.86	%+		2.47	%		3.35	%+
After expense reimbursement/recoupment		1.99	%+		1.99	%		1.99	%+

Ratio of net investment income/(loss)
to average net assets:
Before expense reimbursement/recoupment		1.46	%+		(0.26	)%		(1.46	)%+
After expense reimbursement/recoupment		1.33	%+		0.22	%		(0.10	)%+

Portfolio turnover rate		24.64	%++		66.71	%		44.27	%++

*		Commencement of operations.
+		Annualized.
++		Not annualized.
†		Based on average shares outstanding.
^		Amount is less than $0.01.

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

O’Shaughnessy All Cap Core Fund

Financial Highlights

For a share outstanding throughout the period

Class I Shares

	Six Months Ended						August 16, 2010*
	January 31, 2013			Year Ended			to
	(Unaudited)			July 31, 2012			July 31, 2011
Net asset value, beginning of period	$	12.77		$	12.04		$	10.00

Income from investment operations:
Net investment income		0.15	†		0.15	†		0.10	†
Net realized and unrealized
gain on investments		0.84			0.67			1.99
Total from investment operations		0.99			0.82			2.09

Less distributions:
From net investment income		(0.21	)		(0.03	)		(0.03	)
From net realized gain on investments		—			(0.06	)		(0.02	)
Total distributions		(0.21	)		(0.09	)		(0.05	)

Redemption fees retained	0.00		†^	0.00		†^		—

Net asset value, end of period	$	13.55		$	12.77		$	12.04

Total return		7.83	%++		6.91	%		20.89	%++

Ratios/supplemental data:
Net assets, end of period (thousands)	$	93,163		$	52,574		$	27,250

Ratio of expenses to average net assets:
Before expense reimbursement/recoupment		0.86	%+		1.47	%		2.82	%+
After expense reimbursement/recoupment		0.99	%+		0.99	%		0.99	%+

Ratio of net investment income/(loss)
to average net assets:
Before expense reimbursement/recoupment		2.43	%+		0.74	%		(0.94	)%+
After expense reimbursement/recoupment		2.30	%+		1.22	%		0.89	%+

Portfolio turnover rate		24.64	%++		66.71	%		44.27	%++

*		Commencement of operations.
+		Annualized.
++		Not annualized.
†		Based on average shares outstanding.
^		Amount is less than $0.01.

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

O’Shaughnessy Enhanced Dividend Fund

Financial Highlights

For a share outstanding throughout the period

Class A Shares

	Six Months Ended						August 16, 2010*
	January 31, 2013			Year Ended			to
	(Unaudited)			July 31, 2012			July 31, 2011
Net asset value, beginning of period	$	10.68		$	11.48		$	10.00

Income from investment operations:
Net investment income		0.11	†		0.43	†		0.45	†
Net realized and unrealized
gain/(loss) on investments		1.38			(0.76	)		1.32
Total from investment operations		1.49			(0.33	)		1.77

Less distributions:
From net investment income		(0.12	)		(0.40	)		(0.29	)
From net realized gain on investments		—			(0.08	)	(0.00		)^
Total distributions		(0.12	)		(0.48	)		(0.29	)

Redemption fees retained	0.00		†^		0.01	†	0.00		†^

Net asset value, end of period	$	12.05		$	10.68		$	11.48

Total return		13.95	%++		-2.66	%		17.76	%++

Ratios/supplemental data:
Net assets, end of period (thousands)	$	9,738		$	4,860		$	1,900

Ratio of expenses to average net assets:
Before expense reimbursement		1.51	%+		2.40	%		3.67	%+
After expense reimbursement		1.24	%+		1.24	%		1.24	%+

Ratio of net investment income
to average net assets:
Before expense reimbursement		1.70	%+		2.84	%		1.54	%+
After expense reimbursement		1.97	%+		4.00	%		3.97	%+

Portfolio turnover rate		13.71	%++		72.95	%		38.75	%++

*		Commencement of operations.
+		Annualized.
++		Not annualized.
†		Based on average shares outstanding.
^		Amount is less than $0.01.

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

O’Shaughnessy Enhanced Dividend Fund

Financial Highlights

For a share outstanding throughout the period

Class C Shares

	Six Months Ended						August 16, 2010*
	January 31, 2013			Year Ended			to
	(Unaudited)			July 31, 2012			July 31, 2011
Net asset value, beginning of period	$	10.64		$	11.44		$	10.00

Income from investment operations:
Net investment income		0.08	†		0.35	†		0.37	†
Net realized and unrealized
gain/(loss) on investments		1.36			(0.76	)		1.33
Total from investment operations		1.44			(0.41	)		1.70

Less distributions:
From net investment income		(0.09	)		(0.32	)		(0.26	)
From net realized gain on investments		—			(0.08	)	(0.00		)^
Total distributions		(0.09	)		(0.40	)		(0.26	)

Redemption fees retained		—			0.01	†		—

Net asset value, end of period	$	11.99		$	10.64		$	11.44

Total return		13.51	%++		-3.37	%		17.00	%++

Ratios/supplemental data:
Net assets, end of period (thousands)	$	6,666		$	5,921		$	3,661

Ratio of expenses to average net assets:
Before expense reimbursement		2.28	%+		3.18	%		4.30	%+
After expense reimbursement		1.99	%+		1.99	%		1.99	%+

Ratio of net investment income
to average net assets:
Before expense reimbursement		1.17	%+		2.05	%		0.97	%+
After expense reimbursement		1.46	%+		3.24	%		3.28	%+

Portfolio turnover rate		13.71	%++		72.95	%		38.75	%++

*		Commencement of operations.
+		Annualized.
++		Not annualized.
†		Based on average shares outstanding.
^		Amount is less than $0.01.

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

O’Shaughnessy Enhanced Dividend Fund

Financial Highlights

For a share outstanding throughout the period

Class I Shares

	Six Months Ended						August 16, 2010*
	January 31, 2013			Year Ended			to
	(Unaudited)			July 31, 2012			July 31, 2011
Net asset value, beginning of period	$	10.70		$	11.51		$	10.00

Income from investment operations:
Net investment income		0.13	†		0.47	†		0.45	†
Net realized and unrealized
gain/(loss) on investments		1.38			(0.78	)		1.36
Total from investment operations		1.51			(0.31	)		1.81

Less distributions:
From net investment income		(0.13	)		(0.42	)		(0.30	)
From net realized gain on investments		—			(0.08	)	(0.00		)^
Total distributions		(0.13	)		(0.50	)		(0.30	)

Redemption fees retained	0.00		†^	0.00		†^	0.00		†^

Net asset value, end of period	$	12.08		$	10.70		$	11.51

Total return		14.15	%++		-2.53	%		18.16	%++

Ratios/supplemental data:
Net assets, end of period (thousands)	$	37,445		$	19,644		$	8,703

Ratio of expenses to average net assets:
Before expense reimbursement		1.26	%+		2.14	%		4.56	%+
After expense reimbursement		0.99	%+		0.99	%		0.99	%+

Ratio of net investment income
to average net assets:
Before expense reimbursement		1.95	%+		3.25	%		0.51	%+
After expense reimbursement		2.22	%+		4.40	%		4.08	%+

Portfolio turnover rate		13.71	%++		72.95	%		38.75	%++

*		Commencement of operations.
+		Annualized.
++		Not annualized.
†		Based on average shares outstanding.
^		Amount is less than $0.01.

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

O’Shaughnessy Small/Mid Cap Growth Fund

Financial Highlights

For a share outstanding throughout the period

Class A Shares

	Six Months Ended						August 16, 2010*
	January 31, 2013			Year Ended			to
	(Unaudited)			July 31, 2012			July 31, 2011
Net asset value, beginning of period	$	12.17		$	12.91		$	10.00

Income from investment operations:
Net investment income/(loss)		0.02	†		(0.02	)†		(0.13	)†
Net realized and unrealized
gain/(loss) on investments		1.68			(0.72	)		3.17
Total from investment operations		1.70			(0.74	)		3.04

Less distributions:
From net investment income		(0.04	)		—			—
From net realized gain on investments		—			—			(0.13	)
Total distributions		(0.04	)		—			(0.13	)

Redemption fees retained	0.00		†^	0.00		†^	0.00		†^

Net asset value, end of period	$	13.83		$	12.17		$	12.91

Total return		13.92	%++		-5.73	%		30.42	%++

Ratios/supplemental data:
Net assets, end of period (thousands)	$	2,520		$	2,088		$	1,676

Ratio of expenses to average net assets:
Before expense reimbursement		3.35	%+		4.21	%		5.78	%+
After expense reimbursement		1.44	%+		1.44	%		1.44	%+

Ratio of net investment income/(loss)
to average net assets:
Before expense reimbursement		(1.54	)%+		(2.95	)%		(5.36	)%+
After expense reimbursement		0.37	%+		(0.18	)%		(1.02	)%+

Portfolio turnover rate		56.38	%++		110.38	%		98.48	%++

*		Commencement of operations.
+		Annualized.
++		Not annualized.
†		Based on average shares outstanding.
^		Amount is less than $0.01.

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

O’Shaughnessy Small/Mid Cap Growth Fund

Financial Highlights

For a share outstanding throughout the period

Class I Shares

	Six Months Ended						August 16, 2010*
	January 31, 2013			Year Ended			to
	(Unaudited)			July 31, 2012			July 31, 2011
Net asset value, beginning of period	$	12.24		$	12.94		$	10.00

Income from investment operations:
Net investment income/(loss)		0.04	†		0.01	†		(0.08	)†
Net realized and unrealized
gain/(loss) on investments		1.67			(0.71	)		3.15
Total from investment operations		1.71			(0.70	)		3.07

Less distributions:
From net investment income		(0.05	)		—			—
From net realized gain on investments		—			—			(0.13	)
Total distributions		(0.05	)		—			(0.13	)

Redemption fees retained		—		0.00		†^		—

Net asset value, end of period	$	13.90		$	12.24		$	12.94

Total return		14.05	%++		-5.41	%		30.72	%++

Ratios/supplemental data:
Net assets, end of period (thousands)	$	6,002		$	5,243		$	5,278

Ratio of expenses to average net assets:
Before expense reimbursement		3.10	%+		3.98	%		6.28	%+
After expense reimbursement		1.19	%+		1.19	%		1.19	%+

Ratio of net investment income/(loss)
to average net assets:
Before expense reimbursement		(1.31	)%+		(2.72	)%		(5.77	)%+
After expense reimbursement		0.60	%+		0.07	%		(0.68	)%+

Portfolio turnover rate		56.38	%++		110.38	%		98.48	%++

*		Commencement of operations.
+		Annualized.
++		Not annualized.
†		Based on average shares outstanding.
^		Amount is less than $0.01.

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

O’Shaughnessy Mutual Funds

Notes to Financial Statements

at January 31, 2013 (Unaudited)

NOTE 1 – ORGANIZATION

The O’Shaughnessy All Cap Core Fund (the “All Cap Core Fund”), O’Shaughnessy Enhanced Dividend Fund (the “Enhanced Dividend Fund”), and the O’Shaughnessy Small/Mid Cap Growth Fund (the “Small/Mid Cap Growth Fund”) (together, the “Funds”) are each a series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-end management investment company. The Funds, which are all diversified funds, began operations on August 16, 2010. The investment objectives of the All Cap Core and Small/Mid Cap Growth Funds are to seek long-term capital appreciation and the investment objective of the Enhanced Dividend Fund is to seek long-term capital appreciation and income.

The All Cap Core Fund and the Enhanced Dividend Fund currently offer Class A shares, Class C shares and Class I shares. The Small/Mid Cap Growth Fund currently offers Class A shares and Class I shares. Class A shares may be subject to a 5.25% 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% on redemptions held for one year or less after purchase.

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 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 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 taken on the Funds’ returns filed for open tax years 2011-2012, or expected to be taken in the Funds’ 2013 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 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.

	The All Cap Core Fund and the Small/Mid Cap Growth Fund distribute substantially all net investment income, if any, and net realized gains, if any, annually. The Enhanced Dividend Fund distributes substantially all net investment income, if any, monthly, 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 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 a Fund based upon their relative net assets on the date income is earned or expensed and realized and unrealized gains and losses are incurred.

	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.

O’Shaughnessy Mutual Funds

Notes to Financial Statements (Continued)

at January 31, 2013 (Unaudited)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

D.	Reclassification of Capital Accounts: Accounting principles generally accepted in the United States of America require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share.

E.	Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.

F.	Redemption Fee: The Funds charge a 2.00% redemption fee to shareholders who redeem shares held 90 days or less. Such fees are retained by the Funds and accounted for as an addition to paid-in capital.

	During the six months ended January 31, 2013, the Funds retained redemption fees as follows:

	Class A		Class C		Class I
All Cap Core Fund	$	1,112	$	117	$	1,746
Enhanced Dividend Fund		153		—		24
Small/Mid Cap Growth Fund		128		N/A		—

G.	Events Subsequent to the Fiscal Period End: In preparing the financial statements as of January 31, 2013, 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. Equity securities, including common stocks, convertible securities and preferred stocks, 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 securities which are not traded in the NASDAQ Global Market System shall be

O’Shaughnessy Mutual Funds

Notes to Financial Statements (Continued)

at January 31, 2013 (Unaudited)

NOTE 3 – SECURITIES VALUATION (Continued)

valued at the most recent sales price. Investments in open-end mutual funds are valued at their net asset value per share. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in level 1 of the fair value hierarchy.

Short-Term Securities: 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.

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 (“Board”). These procedures consider many factors, including the type of security, size of holding, trading volume and news events. Depending on the relative significance of the valuation inputs, these securities may be classified in either level 2 or level 3 of the fair value hierarchy.

The Board has delegated day-to-day valuation issues to a Valuation Committee which is comprised of one or more trustees and representatives from U.S. Bancorp Fund Services, LLC, the Funds’ administrator. The function of the Valuation Committee is to value securities where current and reliable market quotations are not readily available. All actions taken by the Valuation Committee are reviewed and ratified by the Board.

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 January 31, 2013:

O’Shaughnessy All Cap Core Fund

	Level 1		Level 2		Level 3		Total
Common Stocks
Consumer Discretionary	$	32,294,450	$	—	$	—	$	32,294,450
Consumer Staples		8,986,807		—		—		8,986,807
Energy		7,728,131		—		—		7,728,131
Financials		11,012,361		—		—		11,012,361
Health Care		10,909,907		—		—		10,909,907
Industrials		6,807,953		—		—		6,807,953
Information Technology		15,790,620		—		—		15,790,620
Materials		2,609,505		—		—		2,609,505
Telecommunication Services		4,226,167		—		—		4,226,167
Utilities		1,070,540		—		—		1,070,540
Total Common Stocks		101,436,441		—		—		101,436,441
Total Investments in Securities	$	101,436,441	$	—	$	—	$	101,436,441

O’Shaughnessy Mutual Funds

Notes to Financial Statements (Continued)

at January 31, 2013 (Unaudited)

NOTE 3 – SECURITIES VALUATION (Continued)

O’Shaughnessy Enhanced Dividend Fund

	Level 1		Level 2		Level 3		Total
Common Stocks
Energy	$	12,657,651	$	—	$	—	$	12,657,651
Financials		6,884,692		—		—		6,884,692
Health Care		5,631,298		—		—		5,631,298
Industrials		5,327,988		—		—		5,327,988
Information Technology		1,869,360		—		—		1,869,360
Materials		1,383,587		—		—		1,383,587
Telecommunication Services		16,517,258		—		—		16,517,258
Total Common Stocks		50,271,834		—		—		50,271,834
Convertible Preferred Stocks
Consumer Discretionary		487,628		—		—		487,628
Total Convertible Preferred Stocks		487,628		—		—		487,628
Preferred Stocks
Telecommunication Services		1,309,058		—		—		1,309,058
Total Preferred Stocks		1,309,058		—		—		1,309,058
Total Investments in Securities	$	52,068,520	$	—	$	—	$	52,068,520

O’Shaughnessy Small/Mid Cap Growth Fund

	Level 1		Level 2		Level 3		Total
Common Stocks
Consumer Discretionary	$	2,749,773	$	—	$	—	$	2,749,773
Consumer Staples		320,946		—		—		320,946
Energy		242,002		—		—		242,002
Financials		231,569		—		—		231,569
Health Care		809,404		—		—		809,404
Industrials		1,984,544		—		—		1,984,544
Information Technology		999,382		—		—		999,382
Materials		1,203,555		—		—		1,203,555
Telecommunication Services		50,285		—		—		50,285
Total Common Stocks		8,591,460		—		—		8,591,460
Total Investments in Securities	$	8,591,460	$	—	$	—	$	8,591,460

Refer to the Funds’ Schedule of Investments for a detailed break-out of common stocks and preferred stocks by industry classification. Transfers between levels are recognized at January 31, 2013, the end of the reporting period. The Funds recognized no transfers to/from level 1 or level 2. There were no level 3 securities held in the Funds during the six months ended January 31, 2013.

New Accounting Pronouncement: 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 Funds are currently evaluating the impact ASU 2011-11 will have on the financial statement disclosures.

O’Shaughnessy Mutual Funds

Notes to Financial Statements (Continued)

at January 31, 2013 (Unaudited)

NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

For the six months ended January 31, 2013, O’Shaughnessy Asset Management, LLC (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 fee, computed daily and payable monthly. The All Cap Core Fund, Enhanced Dividend Fund, and Small/Mid Cap Growth Fund pay fees calculated at an annual rate of 0.55%, 0.65%, and 0.60%, respectively, based upon the average daily net assets of each Fund. For the six months ended January 31, 2013, the All Cap Core Fund, Enhanced Dividend Fund, and Small/Mid Cap Growth Fund incurred $239,202, $133,602, and $24,067 in advisory fees, respectively.

Each Fund is responsible for its own operating expenses. The Advisor has contractually agreed to reduce fees payable to it by the Funds and to pay Fund operating expenses to the extent necessary to limit the aggregate annual operating expenses as follows:

	Class A	Class C	Class I
All Cap Core Fund	1.24%	1.99%	0.99%
Enhanced Dividend Fund	1.24%	1.99%	0.99%
Small/Mid Cap Growth Fund	1.44%	N/A	1.19%

	percent of average daily net assets

Any such reduction made by the Advisor in its fees or payment of expenses which are the Funds’ obligation are subject to reimbursement by the Funds to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Funds toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Funds’ 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 Funds’ payment of current ordinary operating expenses. For the six months ended January 31, 2013, the Advisor recouped $58,372 in previously waived expenses for the All Cap Core Fund. For the six months ended January 31, 2013, the Advisor reduced its fees in the amount of $56,481 and $76,486 for the Enhanced Dividend Fund and Small/Mid Cap Growth Fund, respectively.

Cumulative expenses subject to recapture pursuant to the aforementioned conditions and the year of expiration are as follows:

	2014		2015		2016		Total
All Cap Core Fund	$	207,978	$	206,727	$	—	$	414,705
Enhanced Dividend Fund		229,595		240,553		56,481		526,629
Small/Mid Cap Growth Fund		215,195		188,615		76,486		480,296

U.S. Bancorp Fund Services, LLC (the “Administrator” or the “transfer agent”) 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 (“USBFS”) also serves as the fund accountant and transfer agent to the Funds. U.S. Bank N.A., an affiliate of USBFS, serves as the Funds’ custodian.

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.

O’Shaughnessy Mutual Funds

Notes to Financial Statements (Continued)

at January 31, 2013 (Unaudited)

NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES (Continued)

For the six months ended January 31, 2013, the Funds incurred the following expenses for administration, fund accounting, transfer agency, custody, and Chief Compliance Officer fees:

	All Cap			Enhanced			Small/Mid Cap
	Core Fund			Dividend Fund			Growth Fund
Administration		$	22,977		$	22,977		$	19,277
Fund Accounting			24,270			22,356			21,262
Transfer Agency (excludes out-of-pocket expenses)			20,672			20,194			12,702
Custody			6,731			6,971			5,962
Chief Compliance Officer			4,033			4,033			4,033

At January 31, 2013, the Funds had payables due to USBFS for administration, fund accounting, transfer agency and Chief Compliance Officer fees and to U.S. Bank N.A. for custody fees in the following amounts:

	All Cap			Enhanced			Small/Mid Cap
	Core Fund			Dividend Fund			Growth Fund
Administration		$	11,536		$	11,536		$	9,716
Fund Accounting			12,652			11,591			10,846
Transfer Agency (excludes out-of-pocket expenses)			9,538			10,242			6,438
Chief Compliance Officer			2,034			2,034			2,034
Custody			6,365			5,900			8,861

NOTE 5 – DISTRIBUTION AGREEMENT AND PLAN

The Funds have adopted a Distribution Plan pursuant to Rule 12b-1 (the “Plan”). 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 Class A shares and up to 1.00% of the All Cap Core Fund’s and Enhanced Dividend Fund’s Class C shares. 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 six months ended January 31, 2013, the Funds paid the Distributor as follows:

	Class A		Class C
All Cap Core Fund	$	4,478	$	34,785
Enhanced Dividend Fund		8,432		31,482
Small/Mid Cap Growth Fund		2,872		N/A

NOTE 6 – SHAREHOLDER SERVICING FEE

The Funds have entered into a shareholder servicing agreement (the “Agreement”) with the Advisor, under which the Funds may pay servicing fees at an annual rate of 0.25% 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. During the six months ended January 31, 2013, the All Cap Core Fund, Enhanced Dividend Fund, and Small/Mid Cap Growth Fund did not accrue shareholder servicing fees.

O’Shaughnessy Mutual Funds

Notes to Financial Statements (Continued)

at January 31, 2013 (Unaudited)

NOTE 7 – PURCHASES AND SALES OF SECURITIES

For the six months ended January 31, 2013, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were as follows:

	Cost of Purchases			Proceeds from Sales
All Cap Core Fund		$	55,272,367		$	20,550,792
Enhanced Dividend Fund			21,784,816			4,828,624
Small/Mid Cap Growth Fund			4,262,453			3,918,469

NOTE 8 – LINES OF CREDIT

The All Cap Core Fund, Enhanced Dividend Fund, and Small/Mid Cap Growth Fund have lines of credit in the amount of $3,500,000, $2,000,000, and $1,000,000, respectively. These lines of credit are intended to provide short-term financing, if necessary, subject to certain restrictions, in connection with shareholder redemptions. The credit facility is with the Funds’ custodian, U.S. Bank N.A. During the six months ended January 31, 2013, the Funds did not draw upon their lines of credit.

NOTE 9 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

The tax character of distributions paid during the six months ended January 31, 2013 and the year ended July 31, 2012 were as follows:

	Ordinary Income			Ordinary Income
	January 31, 2013			July 31, 2012
All Cap Core Fund		$	1,378,413		$	283,625
Enhanced Dividend Fund			423,406			991,644
Small/Mid Cap Growth Fund			31,602			—

Ordinary income distributions may include dividends paid from short-term capital gains.

As of July 31, 2012, the Funds’ most recent fiscal year end, the components of accumulated earnings/(losses) on a tax basis were as follows:

		All Cap			Enhanced				Small/Mid Cap
	Core Fund				Dividend Fund				Growth Fund
Cost of investments (a)		$	59,563,654			$	30,921,418			$	6,918,714
Gross tax unrealized appreciation			6,727,202				1,518,281				846,831
Gross tax unrealized depreciation			(2,664,317	)			(1,883,790	)			(303,232	)
Net tax unrealized appreciation/(depreciation) (a)			4,062,885				(365,509	)			543,599
Undistributed ordinary income			475,495				—				176
Undistributed long-term capital gain			—				—				—
Total distributable earnings			475,495				—				176
Other accumulated gains/(losses)			(1,080,729	)			(1,217,360	)			(179,631	)
Total accumulated earnings/(losses)		$	3,457,651			$	(1,582,869	)		$	364,144

(a)	The difference between book-basis and tax-basis cost and net unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales adjustments.

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, preenactment net capital losses were carried forward for eight years and treated as short-term losses. As a transition rule, the Act requires that postenactment net capital losses be used before pre-enactment net capital losses.

O’Shaughnessy Mutual Funds

Notes to Financial Statements (Continued)

at January 31, 2013 (Unaudited)

NOTE 9 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS (Continued)

At July 31, 2012, the Funds had capital loss carryforwards as follows:

	Short-Term Capital
	Loss Carryforwards
All Cap Core Fund		$	1,080,729
Enhanced Dividend Fund			57,387
Small/Mid Cap Growth Fund			179,627

These tax capital losses may be carried forward indefinitely to offset future gains.

At July 31, 2012, the Funds deferred, on a tax basis, post-October losses of:

	Capital		Currency
All Cap Core Fund	$	—	$	—
Enhanced Dividend Fund		1,159,809		170
Small/Mid Cap Growth Fund		—		4

O’Shaughnessy Mutual Funds

Approval of Investment Advisory Agreement

(Unaudited)

At a meeting held on December 4-6, 2012, 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 O’Shaughnessy All Cap Core Fund, O’Shaughnessy Enhanced Dividend Fund and O’Shaughnessy Small/Mid Cap Growth Fund, each of which recently commenced operations , and the O’Shaughnessy Global Equity Fund, O’Shaughnessy International Equity Fund and O’Shaughnessy Tactical Asset Allocation Fund, each of which had not yet commenced operations at the time of this meeting (the “Funds”), with O’Shaughnessy Asset Management, LLC (the “Advisor”) for another annual term. At this meeting, and at a prior meeting held on October 24-25, 2012, the Board received and reviewed substantial information regarding the Funds, the Advisor and the services provided by the Advisor to the Funds 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 Funds. 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 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 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 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 Agreements and that the nature, overall quality, cost and extent of such management services are satisfactory.

2.	THE FUNDS’ HISTORICAL PERFORMANCE AND THE OVERALL PERFORMANCE OF THE ADVISOR. In assessing the quality of the portfolio management delivered by the Advisor, the Board reviewed the performance of the Funds as of August 31, 2012 on both an absolute basis, and in comparison to both benchmarks and their peer funds as classified by Lipper and Morningstar. While the Board considered performance over both short and long term periods, it placed less emphasis on very short term performance and greater emphasis on longer term performance. When reviewing performance against the comparative peer group universe, the Board took into account that the investment objective and strategies of the Funds, as well as their level of risk tolerance, may differ significantly from funds in the peer universe. In reviewing the performance of the Funds, the Board took into account that the O’Shaughnessy All Cap Core Fund, O’Shaughnessy Enhanced Dividend Fund and O’Shaughnessy Small/Mid Cap Growth Fund were each newer, with less than three full years of performance history, and that the O’Shaughnessy Global Equity Fund, O’Shaughnessy International Equity Fund and O’Shaughnessy Tactical Asset Allocation Fund had each not yet commenced operations.

	O’Shaughnessy All Cap Core Fund: The Board noted that the O’Shaughnessy All Cap Core Fund’s performance, with regard to its Lipper and Morningstar comparative universes, was above its peer group median and Lipper Index (with respect to the Lipper comparative universe) or average (with respect to the Morningstar comparative universe) for the year-to-date, one-year and since inception periods, and below its peer group median and Lipper Index or average for the three-month period.

	The Board also considered any differences in performance between similarly managed accounts and the performance of the O’Shaughnessy All Cap Core Fund and reviewed the performance of the Fund against broad-based securities market benchmarks.

	O’Shaughnessy Enhanced Dividend Fund: The Board noted that the O’Shaughnessy Enhanced Dividend Fund’s performance, with regard to its Lipper comparative universe, was above its peer group median and

O’Shaughnessy Mutual Funds

Approval of Investment Advisory Agreement (Continued)

(Unaudited)

	Lipper Index for the three-month period, above its Lipper Index but below its peer group median for the since inception period, and below its peer group median and Lipper Index for the year-to-date and one-year periods. The Board noted that the Fund’s performance, with regard to its Morningstar comparative universe, was above its peer group median and average for the three-month and since inception periods, and below its peer group median and average for the year-to-date and one-year periods.

	The Board also considered any differences in performance between similarly managed accounts and the performance of the O’Shaughnessy Enhanced Dividend Fund and reviewed the performance of the Fund against broad-based securities market benchmarks.

	O’Shaughnessy Small/Mid Cap Growth Fund: The Board noted that the O’Shaughnessy Small/Mid Cap Growth Fund’s performance, with regard to its Lipper and Morningstar comparative universes, was above its peer group median and Lipper Index (with respect to the Lipper comparative universe) or average (with respect to the Morningstar comparative universe) for the three-month and year-to-date periods, and below its peer group median and Lipper Index or average for the one-year and since inception periods.

	The Board also considered any differences in performance between similarly managed accounts and the performance of the O’Shaughnessy Small/Mid Cap Growth Fund and reviewed the performance of the Fund against a broad-based securities market benchmark.

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 appropriateness of the advisory fee, the Board considered the level of the fee itself as well as the total fees and expenses of the Funds. The Board reviewed information as to fees and expenses of advisers and funds within the relevant Lipper peer funds as well as fees charged by the Advisor to other similarly managed accounts. When reviewing fees charged to other similarly managed accounts, the Board took into account the type of account and the differences in the management of that account that might be germane to the difference, if any, in the fees charged to such accounts.

	O’Shaughnessy All Cap Core Fund: The Board noted that the Advisor had contractually agreed to maintain an expense limitation for the Fund of 1.24% for the Class A shares, 1.99% for the Class C shares and 0.99% for the Class I shares (respectively, the “Expense Caps”). The Board noted that the Fund’s total expense ratio was above its peer group median and average for Class A and Class C shares, but below its peer group median and average for Class I shares. Additionally, the Board considered that when the Fund’s peer group was adjusted to include only funds with similar asset sizes, the total expense ratio for the Class A and Class I shares was below the average, and the total expense ratio for the Class C shares was above the average, of this segment of its peer group. The Board also noted that the Fund’s contractual advisory fee was below its peer group median and average, and that after advisory fee waivers and the reimbursement 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 substantially less than 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 in line with the fees charged to the Advisor’s separately managed account clients. As a result, the Trustees noted that the Fund’s expenses and advisory fee were not outside the range of its peer group.

	O’Shaughnessy Enhanced Dividend Fund: The Board noted that the Advisor had contractually agreed to maintain an expense limitation for the Fund of 1.24% for the Class A shares, 1.99% for the Class C shares and 0.99% for the Class I shares (respectively, the “Expense Caps”). The Board noted that the Fund’s total expense ratio was above its peer group median and average for Class C shares, as well as the average of the Fund’s peer group when adjusted to include only funds with similar asset sizes, but below its peer group median and average for Class A and Class I shares, as well as the average of the Fund’s peer group when adjusted to include only funds with similar asset sizes. The Board also noted that the Fund’s contractual advisory fee was below its peer group median and average and that after advisory fee waivers and the

O’Shaughnessy Mutual Funds

Approval of Investment Advisory Agreement (Continued)

(Unaudited)

	reimbursement of Fund expenses necessary to maintain the Expense Caps, the Advisor received no contractual advisory fee from the Fund during the most recent fiscal period. 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 in line with the fees charged to the Advisor’s separately managed account clients. As a result, the Trustees noted that the Fund’s expenses and advisory fee were not outside the range of its peer group.

	O’Shaughnessy Small/Mid Cap Growth Fund: The Board noted that the Advisor had contractually agreed to maintain an expense limitation for the Fund of 1.44% for the Class A shares and 1.19% for the Class I shares (respectively, the “Expense Caps”). The Board noted that the Fund’s total expense ratio was above its peer group median and average for Class A shares, but below its peer group median and average for Class I shares. Additionally, the Board considered that when the Fund’s peer group was adjusted to include only funds with similar asset sizes, the total expense ratio for the Class A and Class I shares was below the average of this segment of its peer group. The Board also noted that the Fund’s contractual advisory fee was below its peer group median and average, and that after advisory fee waivers and the reimbursement of Fund expenses necessary to maintain the Expense Caps, the Advisor received no contractual advisory fee from the Fund during the most recent fiscal period. 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 in line with the fees charged to the Advisor’s separately managed account clients. As a result, the Trustees noted that the Fund’s expenses and advisory fee were not outside the range of its peer group.

	O’Shaughnessy Global Equity Fund: The Board noted that the Advisor had contractually agreed to maintain an expense limitation for the Fund of 1.44% for the Class A shares and 1.19% for the Class I shares (respectively, the “Expense Caps”). The Board noted that the Fund’s estimated total expense ratio was above its peer group median and average for Class A shares, but below its peer group median and average for Class I shares. The Board also noted that the Fund’s contractual advisory fee was above its peer group average but below its peer group median. 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 to be charged to the Fund. The Board found that the management fees to be charged to the Fund were in line with the fees charged to the Advisor’s separately managed account clients. As a result, the Trustees noted that the Fund’s expenses and advisory fee were not outside the range of its peer group.

	O’Shaughnessy International Equity Fund: The Board noted that the Advisor had contractually agreed to maintain an expense limitation for the Fund of 1.44% for the Class A shares and 1.19% for the Class I shares (respectively, the “Expense Caps”). The Board noted that the Fund’s estimated total expense ratio was above its peer group median and average for Class A shares, and below its peer group median and average for Class I shares. The Board also noted that the Fund’s contractual advisory fee was below its 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 to be charged to the Fund. The Board found that the management fees to be charged to the Fund were in line with the fees charged to the Advisor’s separately managed account clients. As a result, the Trustees noted that the Fund’s expenses and advisory fee were not outside the range of its peer group.

	O’Shaughnessy Tactical Asset Allocation Fund: The Board noted that the Advisor had contractually agreed to maintain an expense limitation for the Fund of 1.44% for the Class A shares, 2.19% for the Class C shares and 1.19% for the Class I shares (respectively, the “Expense Caps”). The Board noted that the Fund’s estimated total expense ratio was above its peer group median and average for Class A and Class C shares, but below its peer group median and average for Class I shares. The Board also noted that the Fund’s contractual advisory fee was above its 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

O’Shaughnessy Mutual Funds

Approval of Investment Advisory Agreement (Continued)

(Unaudited)

	charged for those management services to the management fees to be charged to the Fund. The Board found that the management fees to be charged to the Fund were in line with the fees charged to the Advisor’s separately managed account clients. As a result, the Trustees noted that the Fund’s expenses and advisory fee were not outside the range of its peer group.

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 Funds grow. In this regard, the Board noted that the Advisor has agreed to reduce its advisory fees or reimburse Fund expenses so that the Funds do not exceed the Expense Caps. The Board concluded that there were no effective economies of scale to be shared with the Funds at current asset levels, but considered revisiting 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 Funds, such as benefits received in the form of Rule 12b-1 fees. The Board also considered that the Funds do not utilize “soft dollars.” The Board considered the profitability to the Advisor from its relationship with the Funds and considered any additional benefits derived by the Advisor from its relationship with the Funds. 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 resources and profit levels to support the services it provides to the Funds.

No single factor was determinative of the Board’s decision to approve the continuance of the Advisory Agreement for the Funds, 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 fees, were fair and reasonable. The Board therefore determined that the continuance of the Advisory Agreement for the Funds would be in the best interest of the Funds and their shareholders.

O’Shaughnessy Mutual Funds

Notice to Shareholders

at January 31, 2013 (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 1-877-291-7827 or on the U.S. Securities and Exchange Commission’s (SEC’s) website at http://www.sec.gov.

HOW TO OBTAIN A COPY OF THE FUNDS’ PROXY VOTING RECORDS FOR THE 12-MONTH PERIOD ENDED JUNE 30, 2012

Information regarding how the Funds voted proxies relating to portfolio securities during the 12-month period ended June 30, 2012 is available without charge, upon request, by calling 1-877-291-7827. Furthermore, 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 1-877-291-7827.

HOUSEHOLDING

In an effort to decrease costs, the Funds intend 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 1-877-291-7827 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.

(This Page Intentionally Left Blank.)

O’Shaughnessy Mutual 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.

Investment Advisor

O’Shaughnessy Asset Management, LLC

6 Suburban Avenue

Stamford, Connecticut 06901

Distributor

Quasar Distributors, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

Custodian

U.S. Bank National Association

Custody Operations

1555 North River Center Drive, Suite 302

Milwaukee, Wisconsin 53212

Transfer Agent

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

Independent Registered Public Accounting Firm

Tait, Weller & Baker LLP

1818 Market Street, Suite 2400

Philadelphia, Pennsylvania 19103

Legal Counsel

Paul Hastings LLP

75 East 55th Street

New York, New York 10022

This report is intended for shareholders of the Funds and may not be used as sales literature unless preceded or accompanied by a current prospectus. For a current prospectus, please call 1-877-291-7827.

Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

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

Item 6. Investments.

(a)	Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

(b)	Not Applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

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

Item 11. Controls and Procedures.

(a)

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

(b)

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

Item 12. Exhibits.

(a)	(1) Any code of ethics or amendment thereto, that is 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 4/9/13

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 4/9/13

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

Cheryl L. King, Treasurer

Date 4/9/13

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