omf-ncsra.htm

N-CSR 1 omf-ncsra.htm O'SHAUGHNESSY MUTUAL FUNDS ANNUAL REPORT 7-31-13 omf-ncsra.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-07959

Advisors Series Trust

(Exact name of registrant as specified in charter)

615 East Michigan Street

Milwaukee, WI 53202

(Address of principal executive offices) (Zip code)

Douglas G. Hess, President

Advisors Series Trust

c/o U.S. Bancorp Fund Services, LLC

777 East Wisconsin Avenue, 5th Floor

Milwaukee, WI 53202

(Name and address of agent for service)

(414) 765-6609

(Registrant's telephone number, including area code)

Date of fiscal year end: July 31, 2013

Date of reporting period: July 31, 2013

Item 1. Reports to Stockholders.

ANNUAL REPORT

July 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

For the fiscal year ended July 31, 2013, the All Cap Core Fund had an historically average year, with Class A shares returning 26.74% (without the effect of sales charges), Class C shares returning 25.77% and Class I shares returning 26.93%, while the Russell 3000® Index returned 26.86% and the S&P 500® Index returned 25.00% for the same period.

Over the course of the fiscal year, growth stocks led value stocks and small cap stocks beat large cap stocks – and the Fund performed in line with its benchmarks. Several positions were detractors from performance, including Intel Corporation and Hewlett-Packard Co., whose returns were negative for the year. Performance was boosted, however, by several overweights to specialty retail stocks such as Home Depot, Inc. and Gap, Inc., which both did extremely well over the course of the year. Performance was also boosted by positions in Wynn Resorts Ltd., Pfizer, Inc. and Assurant, Inc.

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

For the fiscal year ended July 31, 2013, the Enhanced Dividend Fund underperformed its benchmarks, with Class A shares returning 15.11% (without the effect of sales charges), Class C shares returning 14.23% and Class I shares returning 15.52%, while the MSCI All Country World Index returned 20.50% and the Russell 1000 Value® Index returned 30.73% for the same period.

Over the course of the fiscal year, small cap stocks beat large stocks and U.S. stocks did much better than international stocks. High yielding stocks had a weak year. Because the Enhanced Dividend Fund emphasizes value stocks with high yields, the Fund underperformed the MSCI All Country World Index during the period. Because of its underweight to the U.S. and emphasis on international high yielding stocks, the Fund significantly underperformed the Russell 1000 Value® Index.

The Fund was helped by allocations to Telstra Corporation in Australia, Total SA in France, and Sun Life Financial, Inc., all of which did well for the year. The main detractors from return were holdings in Yanzhou Coal Mining Co., Orange SA, Cliffs Natural Resources, Inc., and Telefonica Brasil.

Selecting securities based on high yield led to a very substantial overweight in the Telecommunications sector, with an average weight of 35.4% versus an average benchmark weight of just 4.7%. Our allocation to the sector did help returns for the year and we continue to see strong opportunities in the sector.

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

For the fiscal year ended July 31, 2013, the Small/Mid Cap Growth Fund underperformed slightly with Class A shares returning 32.48% (without the effect of sales charges) and Class I shares returning 32.75%, while the Russell 2500 Growth® Index returned 34.55% for the same period.

Over the course of the fiscal year, growth stocks led value stocks and small cap stocks beat large cap stocks. The Small/Mid Cap Growth Fund has a high exposure to smaller cap stocks with high momentum, and it underperformed its benchmark, the Russell 2500 Growth® Index.

O’Shaughnessy Mutual Funds

Based on the our key factors of reasonable valuation, strong earnings growth and strong momentum, the Fund was particularly hurt in the Industrial and Health Care sectors, where stock selection was weak and caused the majority of the Fund’s underperformance relative to the benchmark for the period. In particular, positions in Dollar Tree, Inc. and Monster Beverage Corporation dragged on performance. The main positive contribution to return came from holdings such as Charter Communications, Inc., Landec Corporation, and Eagle Materials, Inc.

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 lead to underperformance versus the benchmark. 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

Stock returns for the fiscal quarter ended July 31, 2013 were very strong in the U.S. and strong in the rest of the world. The U.S. has continued its economic recovery, with GDP (Gross Domestic Product) growing and unemployment following. Sequestration has been forgotten, home prices are rising, and the Dow Jones Economic Sentiment Indicator is at its highest level since July 2007. The news that the Federal Reserve may wind down its quantitative easing efforts finally trigger the “great rotation” trade that had been expected for nearly a year. In June alone, as the U.S. Government Daily Treasury Yield Curve 10-year rate rose from 2.13 to 2.52, roughly $80 billion left bond mutual funds and ETFs1. That is a monthly outflow of nearly twice the previous monthly record at the height of the crisis in 2008. We expect this aggressive trade out of bonds to continue as rates stabilize to more normal historical levels, and as a result equity flows will likely be significantly positive.

Equity market valuations are not exciting for most broad market indices, including the S&P 500® Index, due in large part to the positive sentiment that has driven the market up. But opportunities remain for us to pick high quality stocks trading at discounts to their peers and the overall market. It is vitally important to have portfolios different from the market as it becomes more expensive, so we believe high active share portfolios that emphasize proven characteristics like quality, valuation, momentum and yield stand to do very well in the year to come.

We believe that incrementally using any cash to buy stocks with cheap valuations, high yields, and/or strong momentum is the best course of action for the O’Shaughnessy All Cap Core Fund, the O’Shaughnessy Enhanced Dividend Fund, and the O’Shaughnessy Small/Mid Cap Growth Fund.

1 Trim Tabs research group

O’Shaughnessy Mutual Funds

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.

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 Schedules 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 ALL CAP CORE FUND

Comparison of the change in value of a $100,000 investment in the

O’Shaughnessy All Cap Core Fund – Class I Shares vs the Russell 3000® Index and the S&P 500® Index

		Since
Average Annual Total Return:	1 Year	Inception(1)
O’Shaughnessy All Cap Core Fund – Class A (with sales load)	20.07%	16.05%
O’Shaughnessy All Cap Core Fund – Class A (without sales load)	26.74%	18.17%
O’Shaughnessy All Cap Core Fund – Class C (with CDSC)	24.77%	17.06%
O’Shaughnessy All Cap Core Fund – Class C (without CDSC)	25.77%	17.06%
O’Shaughnessy All Cap Core Fund – Class I	26.93%	18.23%
Russell 3000® Index	26.86%	19.30%
S&P 500® Index	25.00%	18.79%

Total Annual Fund Operating Expenses:

Class A Shares – 1.68%; Class C Shares – 2.47%; Class I Shares – 1.47%

Performance data quoted represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 1-877-291-7827.

Returns reflect the reinvestment of dividends and capital gain distributions. Fee waivers are in effect. In the absence of fee waivers, returns would be reduced. The performance data and graph do not reflect the deduction of taxes that a shareholder may pay on dividends, capital gain distributions, or redemption of Fund shares. Class A shares may be subject to a 5.25% 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 1.00% on redemptions held for one year or less after purchase. Performance data shown does not reflect the 2% redemption fee imposed on shares held for 90 days or less. If it did, total returns would be reduced. This chart does not imply any future performance. Indices do not incur expenses and are not available for investment.

The 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 S&P 500® Index is a market-value weighted index consisting of 500 stocks chosen for market size, liquidity, and industry group representation.

(1)	The Fund commenced operations on August 16, 2010.

O’SHAUGHNESSY ENHANCED DIVIDEND FUND

Comparison of the change in value of a $100,000 investment in the O’Shaughnessy Enhanced

Dividend Fund – Class I Shares vs the MSCI AC World Index and the Russell 1000 Value® Index

		Since
Average Annual Total Return:	1 Year	Inception(1)
O’Shaughnessy Enhanced Dividend Fund – Class A (with sales load)	9.07%	7.86%
O’Shaughnessy Enhanced Dividend Fund – Class A (without sales load)	15.11%	9.83%
O’Shaughnessy Enhanced Dividend Fund – Class C (with CDSC)	13.08%	9.04%
O’Shaughnessy Enhanced Dividend Fund – Class C (without CDSC)	14.23%	9.04%
O’Shaughnessy Enhanced Dividend Fund – Class I	15.52%	10.14%
MSCI All Country World Index	20.50%	11.90%
Russell 1000 Value® Index	30.73%	19.08%

Total Annual Fund Operating Expenses:
Class A Shares – 2.40%; Class C Shares – 3.18%; Class I Shares – 2.14%

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 term “free-float” represents the portion of shares outstanding that are deemed to be available for purchase in the public equity markets by investors.

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.

(1)	The Fund commenced operations on August 16, 2010.

O’SHAUGHNESSY SMALL/MID CAP GROWTH FUND

Comparison of the change in value of a $100,000 investment in the

O’Shaughnessy Small/Mid Cap Growth Fund – Class I Shares vs the Russell 2500 Growth™ Index

		Since
Average Annual Total Return:	1 Year	Inception(1)
O’Shaughnessy Small/Mid Cap Growth Fund – Class A (with sales load)	25.64%	15.82%
O’Shaughnessy Small/Mid Cap Growth Fund – Class A (without sales load)	32.48%	17.94%
O’Shaughnessy Small/Mid Cap Growth Fund – Class I	32.75%	18.25%
Russell 2500 Growth™ Index	34.55%	22.70%

Total Annual Fund Operating Expenses:

Class A Shares – 4.21%; Class I Shares – 3.98%

Returns reflect the reinvestment of dividends and capital gain distributions. Fee waivers are in effect. In the absence of fee waivers, returns would be reduced. The performance data and graph do not reflect the deduction of taxes that a shareholder may pay on dividends, capital gain distributions, or redemption of Fund shares. Class A shares may be subject to a 5.25% 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. Performance data shown does not reflect the 2% redemption fee imposed on shares held for 90 days or less. If it did, total returns would be reduced. This chart does not imply any future performance. Indices do not incur expenses and are not available for investment.

The 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.

(1)	The Fund commenced operations on August 16, 2010.

O’Shaughnessy Mutual Funds

Expense Example

at July 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 (2/1/13 – 7/31/13).

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 July 31, 2013 (Unaudited)

O’Shaughnessy All Cap Core Fund

	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During Period*
	2/1/13	7/31/13	(2/1/13 – 7/31/13)
Class A Actual	$1,000.00	$1,175.90	$6.69
Class A Hypothetical
(5% return before expenses)	$1,000.00	$1,018.65	$6.21

Class C Actual	$1,000.00	$1,172.00	$10.72
Class C Hypothetical
(5% return before expenses)	$1,000.00	$1,014.93	$9.94

Class I Actual	$1,000.00	$1,177.10	$5.34
Class I Hypothetical
(5% return before expenses)	$1,000.00	$1,019.89	$4.96

*	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 181 (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*
	2/1/13	7/31/13	(2/1/13 – 7/31/13)
Class A Actual	$1,000.00	$1,009.30	$6.18
Class A Hypothetical
(5% return before expenses)	$1,000.00	$1,018.65	$6.21

Class C Actual	$1,000.00	$1,005.30	$9.89
Class C Hypothetical
(5% return before expenses)	$1,000.00	$1,014.93	$9.94

Class I Actual	$1,000.00	$1,011.10	$4.94
Class I Hypothetical
(5% return before expenses)	$1,000.00	$1,019.89	$4.96

*	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 181 (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*
	2/1/13	7/31/13	(2/1/13 – 7/31/13)
Class A Actual	$1,000.00	$1,162.00	$7.72
Class A Hypothetical
(5% return before expenses)	$1,000.00	$1,017.65	$7.20

Class I Actual	$1,000.00	$1,164.00	$6.38
Class I Hypothetical
(5% return before expenses)	$1,000.00	$1,018.89	$5.96

*	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 181 (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 July 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 July 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 July 31, 2013 (Unaudited)

Percentages represent market value as a percentage of total investments.

O’Shaughnessy All Cap Core Fund

Schedule of Investments

at July 31, 2013

Shares			Value
		COMMON STOCKS – 98.22%
		Aerospace & Defense – 1.53%
	4,043	The Boeing Co.	$	424,919
	35,371	Exelis, Inc.		522,783
	10,478	L-3 Communications Holdings, Inc.		976,026
				1,923,728
		Airlines – 0.41%
	5,338	Alaska Air Group, Inc.*		326,525
	13,490	Southwest Airlines Co.		186,567
				513,092
		Auto Components – 0.50%
	4,345	Delphi Automotive PLC#		233,413
	3,322	Drew Industries, Inc.		135,637
	4,064	Standard Motor Products, Inc.		139,761
	2,521	Tenneco, Inc.*		121,840
				630,651
		Biotechnology – 2.47%
	14,452	Amgen, Inc.		1,565,007
	3,593	Biogen Idec, Inc.*		783,741
	10,246	Gilead Sciences, Inc.*		629,617
	15,777	PDL BioPharma, Inc.		128,109
				3,106,474
		Building Products – 0.69%
	10,784	A.O. Smith Corp.		445,595
	13,286	AAON, Inc.		286,579
	3,316	Universal Forest Products, Inc.		136,785
				868,959
		Capital Markets – 0.49%
	5,271	Ameriprise Financial, Inc.		469,119
	781	Virtus Investment Partners, Inc.*		145,657
				614,776
		Chemicals – 1.75%
	5,208	American Vanguard Corp.		128,586
	23,604	Huntsman Corp.		425,344
	19,186	Landec Corp.*		289,517
	443	NewMarket Corp.		120,744
	6,720	PolyOne Corp.		194,275
	5,246	PPG Industries, Inc.		841,668
	2,948	Valspar Corp.		200,818
				2,200,952
		Commercial Services & Supplies – 0.56%
	3,766	Deluxe Corp.		154,444
	19,434	Kimball International, Inc. – Class B		213,580
	22,208	Steelcase, Inc. – Class A		338,450
				706,474

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

O’Shaughnessy All Cap Core Fund

Schedule of Investments (Continued)

at July 31, 2013

Shares			Value
		COMMON STOCKS (Continued)
		Communications Equipment – 2.27%
	5,652	Black Box Corp.	$	152,943
	49,319	Motorola Solutions, Inc.		2,704,161
				2,857,104
		Computers & Peripherals – 4.22%
	4,479	Electronics for Imaging, Inc.*		134,504
	35,790	Lexmark International, Inc.		1,341,767
	93,932	Seagate Technology PLC#		3,842,758
				5,319,029
		Construction & Engineering – 0.35%
	6,718	AECOM Technology Corp.*		227,740
	6,550	MasTec, Inc.*		216,150
				443,890
		Consumer Finance – 3.35%
	32,096	American Express Co.		2,367,722
	10,097	Discover Financial Services		499,902
	54,668	SLM Corp.		1,350,846
				4,218,470
		Containers & Packaging – 0.42%
	15,819	Boise, Inc.		143,953
	13,096	Owens-Illinois, Inc.*		389,606
				533,559
		Diversified Consumer Services – 1.72%
	40,173	Apollo Group, Inc. – Class A*		731,952
	5,166	Capella Education Co.*		253,186
	37,735	H&R Block, Inc.		1,186,011
				2,171,149
		Diversified Financial Services – 0.26%
	4,764	Moody’s Corp.		322,856

		Diversified Telecommunication Services – 4.57%
	113,880	AT&T, Inc.		4,016,548
	540,642	Vonage Holdings Corp.*		1,740,867
				5,757,415
		Electric Utilities – 0.61%
	32,632	PNM Resources, Inc.		766,199

		Electrical Equipment – 0.94%
	3,379	AZZ, Inc.		127,828
	11,559	Thermo Fisher Scientific, Inc.		1,053,141
				1,180,969
		Electronic Equipment, Instruments & Components – 0.79%
	19,283	Tech Data Corp.*		989,989

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

O’Shaughnessy All Cap Core Fund

Schedule of Investments (Continued)

at July 31, 2013

Shares			Value
		COMMON STOCKS (Continued)
		Energy Equipment & Services – 0.25%
	17,353	Basic Energy Services, Inc.*	$	198,518
	5,809	Patterson-UTI Energy, Inc.		114,844
				313,362
		Food & Staples Retailing – 6.40%
	38,921	Kroger Co.		1,528,428
	217,631	Safeway, Inc.		5,612,704
	10,662	Spartan Stores, Inc.		209,722
	4,592	Susser Holdings Corp.*		237,498
	6,073	Wal-Mart Stores, Inc.		473,330
				8,061,682
		Food Products – 0.76%
	2,037	The Hershey Co.		193,250
	2,823	Post Holdings, Inc.*		130,959
	13,330	Seneca Foods Corp. – Class A*		468,550
	5,847	Tyson Foods, Inc. – Class A		161,494
				954,253
		Health Care Equipment & Supplies – 0.97%
	9,886	Cyberonics, Inc.*		513,973
	5,124	Cynosure, Inc. – Class A*		145,932
	7,418	St. Jude Medical, Inc.		388,629
	2,325	West Pharmaceutical Services, Inc.		171,492
				1,220,026
		Health Care Providers & Services – 2.52%
	19,739	AmerisourceBergen Corp.		1,150,192
	14,798	Health Net, Inc.*		453,855
	23,758	LHC Group, Inc.*		545,009
	11,256	Magellan Health Services, Inc.*		643,280
	1,130	McKesson Corp.		138,606
	26,512	Select Medical Holdings Corp.		237,813
				3,168,755
		Hotels, Restaurants & Leisure – 4.28%
	2,626	Cracker Barrel Old Country Store, Inc.		257,085
	1,726	DineEquity, Inc.		120,250
	54,800	International Game Technology		1,012,156
	3,739	Jack in the Box, Inc.*		149,897
	10,772	Ruth’s Hospitality Group, Inc.*		128,833
	27,982	Wynn Resorts Ltd.		3,725,244
				5,393,465
		Household Durables – 3.19%
	8,920	Jarden Corp.*		405,592
	9,983	Leggett & Platt, Inc.		313,566
	7,362	Mohawk Industries, Inc.*		876,004
	67,823	Newell Rubbermaid, Inc.		1,832,577
	9,065	PulteGroup, Inc.*		150,751

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

O’Shaughnessy All Cap Core Fund

Schedule of Investments (Continued)

at July 31, 2013

Shares			Value
		COMMON STOCKS (Continued)
		Household Durables (Continued)
	3,261	Whirlpool Corp.	$	436,778
				4,015,268
		Household Products – 0.71%
	2,882	Church & Dwight Co., Inc.		183,583
	12,533	Spectrum Brands Holdings, Inc.		707,112
				890,695
		Insurance – 8.51%
	4,675	Aflac, Inc.		288,354
	30,100	The Allstate Corp.		1,534,498
	54,234	Assurant, Inc.		2,937,313
	6,742	MetLife, Inc.		326,448
	67,371	The Travelers Companies, Inc.		5,628,847
				10,715,460
		Internet & Catalog Retail – 0.58%
	3,793	Expedia, Inc.		178,764
	6,378	HSN, Inc.		383,063
	6,664	Liberty Interactive Corp. – Class A*		163,001
				724,828
		Internet Software & Services – 2.62%
	8,839	eBay, Inc.*		456,888
	16,535	VeriSign, Inc.*		791,034
	73,139	Yahoo!, Inc.*		2,054,475
				3,302,397
		IT Services – 0.87%
	5,430	CoreLogic, Inc.*		151,497
	8,869	SAIC, Inc.		135,607
	4,579	Visa, Inc. – Class A		810,529
				1,097,633
		Life Sciences Tools & Services – 0.16%
	4,030	PAREXEL International Corp.*		199,284

		Machinery – 2.27%
	14,451	Flowserve Corp.		819,083
	10,836	FreightCar America, Inc.		197,324
	13,883	Ingersoll-Rand PLC#		847,557
	9,796	L.B. Foster Co. – Class A		455,318
	31,199	Mueller Water Products, Inc. – Class A		241,480
	4,770	NACCO Industries, Inc. – Class A		292,544
				2,853,306
		Media – 3.78%
	2,027	Charter Communications, Inc. – Class A*		254,875
	28,191	Comcast Corp. – Class A		1,270,850
	19,916	DIRECTV*		1,260,085
	3,903	Lions Gate Entertainment Corp.*#		126,965

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

O’Shaughnessy All Cap Core Fund

Schedule of Investments (Continued)

at July 31, 2013

Shares			Value
		COMMON STOCKS (Continued)
		Media (Continued)
	7,945	Live Nation Entertainment, Inc.*	$	130,139
	0	News Corp. – Class A*		4
	2,094	Time Warner Cable, Inc.		238,863
	43,921	Twenty-First Century Fox, Inc.		1,312,359
	5,833	Valassis Communications, Inc.		166,999
				4,761,139
		Multi-line Retail – 0.46%
	11,026	Kohl’s Corp.		584,157

		Multi-Utilities – 0.16%
	7,427	MDU Resources Group, Inc.		208,253

		Oil, Gas & Consumable Fuels – 6.97%
	5,370	EPL Oil & Gas, Inc.*		172,699
	45,753	Exxon Mobil Corp.		4,289,344
	8,948	HollyFrontier Corp.		407,581
	20,322	Marathon Petroleum Corp.		1,490,212
	15,417	PBF Energy, Inc.		352,895
	2,859	SemGroup Corp. – Class A		161,362
	21,803	Tesoro Corp.		1,239,501
	8,769	Western Refining, Inc.		264,210
	11,494	The Williams Companies, Inc.		392,750
				8,770,554
		Paper & Forest Products – 0.87%
	11,718	Domtar Corp.		814,518
	5,106	Schweitzer-Mauduit International, Inc.		276,439
				1,090,957
		Personal Products – 0.38%
	10,082	Inter Parfums, Inc.		332,504
	5,167	Medifast, Inc.*		141,266
				473,770
		Pharmaceuticals – 5.16%
	10,849	Eli Lilly & Co.		576,190
	17,415	Mylan, Inc.*		584,447
	182,681	Pfizer, Inc.		5,339,766
				6,500,403
		Professional Services – 3.43%
	16,309	Barrett Business Services, Inc.		1,145,870
	24,209	Dun & Bradstreet Corp.		2,508,779
	4,320	Equifax, Inc.		273,154
	5,448	GP Strategies Corp.*		143,882
	6,726	Robert Half International, Inc.		250,476
				4,322,161

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

O’Shaughnessy All Cap Core Fund

Schedule of Investments (Continued)

at July 31, 2013

Shares			Value
		COMMON STOCKS (Continued)
		Road & Rail – 0.50%
	753	AMERCO	$	125,239
	8,519	Avis Budget Group, Inc.*		269,541
	7,800	Saia, Inc.*		233,532
				628,312
		Semiconductors & Semiconductor Equipment – 2.15%
	105,126	Intel Corp.		2,449,436
	12,409	Magnachip Semiconductor Corp.*		255,129
				2,704,565
		Specialty Retail – 11.83%
	4,764	Foot Locker, Inc.		172,123
	141,652	GameStop Corp. – Class A		6,949,447
	10,186	The Gap, Inc.		467,537
	3,024	GNC Holdings, Inc. – Class A		159,607
	16,906	Haverty Furniture Companies, Inc.		439,556
	40,716	Home Depot, Inc.		3,217,785
	4,315	Lowe’s Companies, Inc.		192,363
	2,419	PetSmart, Inc.		177,119
	5,750	Ross Stores, Inc.		387,953
	10,550	The Sherwin-Williams Co.		1,837,494
	12,064	Stage Stores, Inc.		301,117
	8,767	The TJX Companies, Inc.		456,235
	2,880	Vitamin Shoppe, Inc.*		138,326
				14,896,662
		Tobacco – 0.31%
	11,293	Altria Group, Inc.		395,933

		Wireless Telecommunication Services – 0.23%
	12,068	T-Mobile U.S., Inc.*		290,959
		Total Common Stocks (Cost $101,472,599)		123,663,974

		Total Investments in Securities (Cost $101,472,599) – 98.22%		123,663,974
		Other Assets in Excess of Liabilities – 1.78%		2,244,836
		Net Assets – 100.00%	$	125,908,810

*	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 July 31, 2013

Shares			Value
		COMMON STOCKS – 93.55%
		Aerospace & Defense – 9.64%
	169,565	BAE Systems PLC – ADR	$	4,608,777
	33,828	Lockheed Martin Corp.		4,063,419
	4,593	Raytheon Co.		329,961
				9,002,157
		Commercial Banks – 5.92%
	58,860	Bank of Montreal#		3,656,383
	32,960	HSBC Holdings PLC – ADR		1,870,480
				5,526,863
		Commercial Services & Supplies – 0.82%
	18,301	Waste Management, Inc.		769,191

		Computers & Peripherals – 2.22%
	50,718	Seagate Technology PLC#		2,074,873

		Construction Materials – 0.30%
	13,260	CRH PLC – ADR		279,919

		Diversified Telecommunication Services – 20.03%
	43,432	AT&T, Inc.		1,531,847
	53,632	BCE, Inc.#		2,214,465
	89,467	CenturyLink, Inc.		3,207,392
	176,061	Deutsche Telekom AG – ADR		2,146,184
	48,471	KT Corp. – ADR		776,505
	371,123	Orange S.A. – ADR		3,655,562
	1,433	Telenor ASA – ADR		95,223
	171,345	Telstra Corp., Ltd. – ADR		3,829,561
	24,976	Verizon Communications, Inc.		1,235,813
				18,692,552
		Energy Equipment & Services – 0.35%
	6,903	Transocean Ltd.#		325,546

		Insurance – 3.91%
	14,229	AXA S.A. – ADR		314,034
	47,625	Sun Life Financial, Inc.#		1,545,431
	22,348	Swiss Re AG – ADR		1,788,510
				3,647,975
		Metals & Mining – 1.51%
	7,474	BHP Billiton PLC – ADR		427,064
	3,265	Freeport-McMoRan Copper & Gold, Inc.		92,334
	29,829	Newmont Mining Corp.		894,870
				1,414,268
		Office Electronics – 1.06%
	31,970	Canon, Inc. – ADR		985,955

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

O’Shaughnessy Enhanced Dividend Fund

Schedule of Investments (Continued)

at July 31, 2013

Shares			Value
		COMMON STOCKS (Continued)
		Oil, Gas & Consumable Fuels – 24.60%
	67,432	BP PLC – ADR	$	2,794,382
	207,394	Canadian Oil Sands Ltd.#		4,024,895
	10,935	China Petroleum & Chemical Corp. – ADR		812,361
	34,526	ConocoPhillips		2,239,356
	36,173	Ecopetrol S.A. – ADR		1,649,127
	41,081	ENI S.p.A. – ADR		1,813,726
	312,032	Gazprom OAO – ADR		2,424,489
	23,106	Husky Energy, Inc.#		667,301
	17,089	Royal Dutch Shell PLC – ADR		1,168,033
	18,804	Sasol Ltd. – ADR		867,052
	65,441	Total S.A. – ADR		3,471,645
	150,146	Yanzhou Coal Mining Co., Ltd. – ADR		1,033,005
				22,965,372
		Paper & Forest Products – 0.37%
	30,756	UPM-Kymmene Oyj – ADR		341,238

		Pharmaceuticals – 6.85%
	92,246	AstraZeneca PLC – ADR		4,678,717
	8,515	Bristol-Myers Squibb Co.		368,189
	18,208	Eisai Co., Ltd. – ADR		771,291
	10,817	Eli Lilly & Co.		574,491
				6,392,688
		Semiconductors & Semiconductor Equipment – 1.54%
	61,729	Intel Corp.		1,438,286

		Software – 1.42%
	44,422	CA, Inc.		1,321,110

		Tobacco – 1.74%
	38,244	Lorillard, Inc.		1,626,517

		Trading Companies & Distributors – 1.43%
	4,987	Mitsui & Co., Ltd. – ADR		1,337,513

		Wireless Telecommunication Services – 9.84%
	36,693	Mobile Telesystems – ADR		715,147
	179,222	NTT DoCoMo, Inc. – ADR		2,736,720
	86,071	SK Telecom Co., Ltd. – ADR		1,858,273
	129,356	Vodafone Group PLC – ADR		3,874,212
				9,184,352
		Total Common Stocks (Cost $83,400,566)		87,326,375

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

O’Shaughnessy Enhanced Dividend Fund

Schedule of Investments (Continued)

at July 31, 2013

Shares			Value
		CONVERTIBLE PREFERRED STOCKS – 1.37%
		Media – 1.37%
	51,564	Shaw Communications, Inc. – Class B – ADR	$	1,280,850
		Total Convertible Preferred Stocks (Cost $1,199,054)		1,280,850

		PREFERRED STOCKS – 3.70%
		Diversified Telecommunication Services – 3.70%
	160,645	Telefonica Brasil S.A. – ADR		3,449,048
		Total Preferred Stocks (Cost $3,962,514)		3,449,048

		Total Investments in Securities (Cost $88,562,134) – 98.62%		92,056,273
		Other Assets in Excess of Liabilities – 1.38%		1,287,347
		Net Assets – 100.00%	$	93,343,620

#	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 July 31, 2013

Country Allocation

Country	% of Net Assets
United States		22.5	%
United Kingdom		19.4	%
Canada		14.4	%
France		7.9	%
Japan		6.3	%
Australia		4.1	%
Brazil		3.7	%
Russian Federation		3.4	%
Republic of Korea		2.8	%
Ireland		2.5	%
Germany		2.3	%
Switzerland		2.3	%
China		2.0	%
Italy		1.9	%
Colombia		1.8	%
Netherlands		1.3	%
South Africa		0.9	%
Finland		0.4	%
Norway		0.1	%
		100.0	%

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

O’Shaughnessy Small/Mid Cap Growth Fund

Schedule of Investments

at July 31, 2013

Shares			Value
		COMMON STOCKS – 99.30%
		Aerospace & Defense – 0.75%
	297	Alliant Techsystems, Inc.	$	27,651
	954	Erickson Air-Crane, Inc.*		17,792
	1,833	GenCorp, Inc.*		32,096
				77,539
		Airlines – 3.17%
	1,626	Alaska Air Group, Inc.*		99,462
	485	Allegiant Travel Co.		47,229
	805	Copa Holdings S.A. – Class A#		112,032
	2,548	Deutsche Lufthansa AG – ADR*		50,833
	581	Spirit Airlines, Inc.*		19,202
				328,758
		Auto Components – 1.29%
	1,470	Drew Industries, Inc.		60,020
	2,150	Standard Motor Products, Inc.		73,938
				133,958
		Automobiles – 0.83%
	1,749	Fuji Heavy Industries Ltd. – ADR*		86,523

		Biotechnology – 0.65%
	5,841	PDL BioPharma, Inc.		47,429
	267	United Therapeutics Corp.*		19,982
				67,411
		Building Materials – 1.31%
	1,898	Lennox International, Inc.		136,314

		Building Products – 4.70%
	4,188	A.O. Smith Corp.		173,048
	4,759	AAON, Inc.		102,652
	676	American Woodmark Corp.*		23,450
	2,258	Apogee Enterprises, Inc.		60,424
	2,254	Fortune Brands Home & Security, Inc.		93,113
	2,083	PGT, Inc.*		20,830
	294	Trex Co., Inc.*		13,918
				487,435
		Capital Markets – 0.93%
	452	Virtus Investment Partners, Inc.*		84,298
	248	Waddell & Reed Financial, Inc.		12,663
				96,961
		Chemicals – 4.51%
	2,070	American Pacific Corp.*		75,286
	822	American Vanguard Corp.		20,295
	1,353	FutureFuel Corp.		21,364
	8,740	Landec Corp.*		131,887
	107	NewMarket Corp.		29,164

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

O’Shaughnessy Small/Mid Cap Growth Fund

Schedule of Investments (Continued)

at July 31, 2013

Shares			Value
		COMMON STOCKS (Continued)
		Chemicals (Continued)
	946	PolyOne Corp.	$	27,349
	1,033	Quaker Chemical Corp.		68,147
	214	Stepan Co.		12,810
	1,203	Valspar Corp.		81,948
				468,250
		Commercial Services & Supplies – 4.48%
	266	Avery Dennison Corp.		11,898
	1,680	Deluxe Corp.		68,897
	1,019	G & K Services, Inc.		53,813
	804	KAR Auction Services, Inc.		20,454
	2,749	Kimball International, Inc. – Class B		30,212
	1,013	R.R. Donnelley & Sons Co.		19,237
	6,733	Steelcase, Inc. – Class A		102,611
	1,128	U.S. Ecology, Inc.		34,483
	1,257	UniFirst Corp.		123,211
				464,816
		Communications Equipment – 0.56%
	1,174	ARRIS Group, Inc.*		17,657
	277	EchoStar Corp. – Class A*		11,069
	1,624	Ituran Location and Control Ltd.#		29,070
				57,796
		Computers & Peripherals – 0.95%
	2,934	Electronics for Imaging, Inc.*		88,108
	362	Iron Mountain, Inc.		10,064
				98,172
		Construction & Engineering – 1.67%
	1,991	EMCOR Group, Inc.		82,188
	2,343	MasTec, Inc.*		77,319
	1,086	Pike Electric Corp.		13,260
				172,767
		Construction Materials – 1.57%
	2,078	Eagle Materials, Inc.		140,223
	547	James Hardie Industries PLC – ADR		22,722
				162,945
		Consumer Finance – 0.75%
	518	Portfolio Recovery Associates, Inc.*		77,343

		Containers & Packaging – 3.08%
	1,251	AEP Industries, Inc.*		100,956
	3,454	Intertape Polymer Group, Inc.#		40,377
	3,118	Packaging Corp. of America		167,717
	95	Rock Tenn Co. – Class A		10,863
				319,913

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

O’Shaughnessy Small/Mid Cap Growth Fund

Schedule of Investments (Continued)

at July 31, 2013

Shares			Value
		COMMON STOCKS (Continued)
		Distributors – 0.18%
	293	Core-Mark Holding Co., Inc.	$	18,356

		Diversified Consumer Services – 1.36%
	1,923	H&R Block, Inc.		60,440
	4,266	Service Corp. International		80,926
				141,366
		Diversified Financial Services – 0.62%
	1,294	CBOE Holdings, Inc.		64,829

		Diversified Telecommunication Services – 1.39%
	3,500	IDT Corp. – Class B		72,345
	982	KT Corp. – ADR		15,732
	2,987	Lumos Networks Corp.		56,604
				144,681
		Electrical Equipment – 1.06%
	2,340	AZZ, Inc.		88,522
	1,052	Thermon Group Holdings, Inc.*		21,051
				109,573
		Electronic Equipment, Instruments & Components – 0.41%
	188	FEI Co.		14,561
	1,472	Methode Electronics, Inc.		27,806
				42,367
		Energy Equipment & Services – 0.23%
	1,186	Patterson-UTI Energy, Inc.		23,447

		Food & Staples Retailing – 1.11%
	2,886	Ingles Markets, Inc. – Class A		82,136
	644	Susser Holdings Corp.*		33,308
				115,444
		Food Products – 0.65%
	482	Industrias Bachoco S.A.B. de C.V. – ADR		19,362
	668	Post Holdings, Inc.*		30,989
	248	Sanderson Farms, Inc.		17,519
				67,870
		Health Care Equipment & Supplies – 2.14%
	613	Abaxis, Inc.		25,807
	836	ICU Medical, Inc.*		59,933
	618	ResMed, Inc.		29,448
	580	STERIS Corp.		26,112
	2,442	Vascular Solutions, Inc.*		39,463
	554	West Pharmaceutical Services, Inc.		40,863
				221,626

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

O’Shaughnessy Small/Mid Cap Growth Fund

Schedule of Investments (Continued)

at July 31, 2013

Shares			Value
		COMMON STOCKS (Continued)
		Health Care Providers & Services – 4.31%
	1,053	Addus HomeCare Corp.*	$	20,681
	7,944	AMN Healthcare Services, Inc.*		117,412
	3,705	BioScrip, Inc.*		60,206
	928	Community Health Systems, Inc.		42,744
	531	HCA Holdings, Inc.		20,709
	1,229	Omnicare, Inc.		64,879
	544	Team Health Holdings, Inc.*		21,880
	1,112	U.S. Physical Therapy, Inc.		31,825
	954	Universal Health Services, Inc. – Class B		66,732
				447,068
		Hotels, Restaurants & Leisure – 6.39%
	2,586	AFC Enterprises, Inc.*		95,165
	1,019	Cracker Barrel Old Country Store, Inc.		99,760
	1,170	Jack in the Box, Inc.*		46,905
	780	Marriott Vacations WorldWide Corp.*		34,320
	633	Multimedia Games Holding Co., Inc.*		22,149
	380	Papa John’s International, Inc.*		25,407
	1,802	Red Robin Gourmet Burgers, Inc.*		102,498
	8,273	Ruth’s Hospitality Group, Inc.*		98,945
	1,748	Six Flags Entertainment Corp.		64,309
	2,623	Sonic Corp.*		40,316
	1,365	Texas Roadhouse, Inc.		33,361
				663,135
		Household Durables – 4.11%
	1,293	CSS Industries, Inc.		34,433
	1,180	Jarden Corp.*		53,655
	1,126	Leggett & Platt, Inc.		35,368
	826	Lennar Corp. – Class A		27,977
	1,086	Mohawk Industries, Inc.*		129,223
	1,638	Newell Rubbermaid, Inc.		44,259
	3,273	PulteGroup, Inc.*		54,430
	555	Tupperware Brands Corp.		46,775
				426,120
		Household Products – 0.83%
	1,523	Spectrum Brands Holdings, Inc.		85,928

		Industrial Conglomerates – 0.19%
	292	Carlisle Companies, Inc.		19,780

		Internet & Catalog Retail – 1.03%
	1,782	HSN, Inc.		107,027

		Internet Software & Services – 1.61%
	1,060	comScore, Inc.*		30,698
	732	Cornerstone OnDemand, Inc.*		32,237

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

O’Shaughnessy Small/Mid Cap Growth Fund

Schedule of Investments (Continued)

at July 31, 2013

Shares			Value
		COMMON STOCKS (Continued)
		Internet Software & Services (Continued)
	2,375	Internet Initiative Japan, Inc. – ADR*	$	40,897
	965	Reis, Inc.*		17,756
	702	ValueClick, Inc.*		17,157
	586	VeriSign, Inc.*		28,034
				166,779
		IT Services – 3.93%
	3,233	Acxiom Corp.*		83,314
	343	Cass Information Systems, Inc.		18,937
	1,202	CGI Group, Inc. – Class A*#		41,601
	542	Convergys Corp.		10,260
	666	CoreLogic, Inc.*		18,581
	2,224	CSG Systems International, Inc.*		52,664
	2,446	Euronet Worldwide, Inc.*		90,037
	1,755	Genpact Ltd.#		35,784
	2,851	WNS Holdings Ltd. – ADR*		56,564
				407,742
		Leisure Equipment & Products – 0.24%
	662	Brunswick Corp.		24,990

		Life Sciences Tools & Services – 2.34%
	2,125	Albany Molecular Research, Inc.*		27,009
	2,029	Cambrex Corp.*		29,725
	1,154	Covance, Inc.*		95,205
	1,340	ICON PLC*#		52,555
	770	PAREXEL International Corp.*		38,076
				242,570
		Machinery – 4.28%
	820	Albany International Corp. – Class A		28,298
	1,558	Briggs & Stratton Corp.		31,550
	714	CIRCOR International, Inc.		37,499
	501	Flowserve Corp.		28,397
	1,163	L.B. Foster Co. – Class A		54,056
	95	Middleby Corp.*		16,999
	10,771	Mueller Water Products, Inc. – Class A		83,368
	357	NACCO Industries, Inc. – Class A		21,895
	644	Oshkosh Corp.*		28,864
	282	Snap-on, Inc.		26,748
	247	Standex International Corp.		14,580
	1,457	The Toro Co.		71,801
				444,055
		Marine – 0.14%
	671	Seaspan Corp.#		14,232

		Media – 4.03%
	846	Aimia, Inc.#		12,828

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

O’Shaughnessy Small/Mid Cap Growth Fund

Schedule of Investments (Continued)

at July 31, 2013

Shares			Value
		COMMON STOCKS (Continued)
		Media (Continued)
	903	Charter Communications, Inc. – Class A*	$	113,543
	518	Cinemark Holdings, Inc.		15,084
	1,295	Lions Gate Entertainment Corp.*#		42,126
	4,684	Live Nation Entertainment, Inc.*		76,724
	583	The Madison Square Garden Co. – Class A*		34,380
	2,307	Regal Entertainment Group – Class A		43,487
	687	Scripps Networks Interactive, Inc. – Class A		48,619
	58	The Washington Post Co. – Class B		31,167
				417,958
		Metals & Mining – 0.80%
	7,002	Grupo Simec S.A.B. de C.V. – ADR*		83,534

		Multi-line Retail – 1.13%
	10,416	Tuesday Morning Corp.*		116,868

		Oil, Gas & Consumable Fuels – 2.45%
	726	Cosan Ltd. – Class A#		11,674
	1,227	Delek US Holdings, Inc.		37,117
	1,301	EPL Oil & Gas, Inc.*		41,840
	1,621	SemGroup Corp. – Class A		91,489
	1,798	StealthGas, Inc.*#		18,142
	555	Targa Resources Corp.		37,834
	536	Western Refining, Inc.		16,150
				254,246
		Paper & Forest Products – 0.79%
	1,248	Norbord, Inc.#		39,387
	983	P.H. Glatfelter Co.		26,020
	305	Schweitzer-Mauduit International, Inc.		16,513
				81,920
		Personal Products – 1.21%
	2,954	Inter Parfums, Inc.		97,423
	339	USANA Health Sciences, Inc.*		28,008
				125,431
		Pharmaceuticals – 0.54%
	753	Salix Pharmaceuticals Ltd.*		55,647

		Professional Services – 4.17%
	4,256	Barrett Business Services, Inc.		299,027
	775	Equifax, Inc.		49,003
	2,151	GP Strategies Corp.*		56,808
	11,430	Pendrell Corp.*		27,432
				432,270
		Real Estate Management & Development – 0.31%
	263	Altisource Portfolio Solutions S.A.*#		32,431

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

O’Shaughnessy Small/Mid Cap Growth Fund

Schedule of Investments (Continued)

at July 31, 2013

Shares			Value
		COMMON STOCKS (Continued)
		Road & Rail – 1.35%
	355	AMERCO	$	59,044
	2,561	Avis Budget Group, Inc.*		81,030
				140,074
		Semiconductors & Semiconductor Equipment – 0.17%
	1,334	Exar Corp.*		17,355

		Software – 3.30%
	847	Aspen Technology, Inc.*		27,561
	736	Electronic Arts, Inc.*		19,224
	203	ePlus, Inc.		12,888
	307	Manhattan Associates, Inc.*		27,120
	1,949	Monotype Imaging Holdings, Inc.		47,809
	866	Perfect World Co. Ltd. – ADR		18,229
	2,533	Tyler Technologies, Inc.*		189,012
				341,843
		Specialty Retail – 3.78%
	804	Brown Shoe Co., Inc.		19,111
	670	Foot Locker, Inc.		24,207
	7,542	Haverty Furniture Companies, Inc.		196,092
	282	PetSmart, Inc.		20,648
	331	Signet Jewelers Ltd.#		24,199
	2,370	Stage Stores, Inc.		59,155
	781	Urban Outfitters, Inc.*		33,239
	259	Williams-Sonoma, Inc.		15,245
				391,896
		Textiles, Apparel & Luxury Goods – 1.88%
	132	Carter’s, Inc.		9,414
	1,650	Hanesbrands, Inc.		104,709
	1,645	Iconix Brand Group, Inc.*		54,022
	203	PVH Corp.		26,753
				194,898
		Trading Companies & Distributors – 0.48%
	1,409	Aceto Corp.		21,868
	264	Bunzl PLC – ADR		28,401
				50,269
		Transportation Infrastructure – 3.00%
	3,896	Grupo Aeroportuario del Centro Norte S.A.B. de C.V. – ADR		107,257
	1,736	Grupo Aeroportuario del Pacifico S.A.B. de C.V. – ADR		90,671
	957	Grupo Aeroportuario del Sureste S.A.B. de C.V. – ADR		113,366
				311,294
		Wireless Telecommunication Services – 0.16%
	877	Shenandoah Telecommunications Co.		16,900
		Total Common Stocks (Cost $8,523,374)		10,300,720

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

O’Shaughnessy Small/Mid Cap Growth Fund

Schedule of Investments (Continued)

at July 31, 2013

Shares			Value
		REITS – 0.33%
		Commercial Services & Supplies – 0.33%
	1,049	Corrections Corp. of America	$	34,669
		Total REITS (Cost $36,132)		34,669

		Total Investments in Securities (Cost $8,559,506) – 99.63%		10,335,389
		Other Assets in Excess of Liabilities – 0.37%		38,220
		Net Assets – 100.00%	$	10,373,609

*	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 July 31, 2013

	All Cap		Enhanced		Small/Mid Cap
	Core Fund		Dividend Fund		Growth Fund
ASSETS
Investments in securities, at value (cost $101,472,599,
$88,562,134, and $8,559,506, respectively)	$	123,663,974	$	92,056,273	$	10,335,389
Cash		1,648,615		2,206,320		289,797
Receivables:
Securities sold		—		2,292,700		476,498
Fund shares issued		687,693		395,804		1,531
Dividends		115,207		292,144		2,415
Due from Advisor (Note 4)		—		—		6,596
Other receivables		—		—		1,259
Prepaid expenses		15,716		14,851		9,095
Total assets		126,131,205		97,258,092		11,122,580
LIABILITIES
Payables:
Securities purchased		—		3,713,700		686,084
Fund shares redeemed		9,552		22,630		—
Administration fees		11,505		11,505		9,641
Audit fees		19,600		19,600		19,500
Transfer agent fees and expenses		15,865		13,668		8,000
Due to Advisor (Note 4)		78,413		53,080		—
Custody fees		2,650		1,497		2,968
Legal fees		758		774		1,665
Fund accounting fees		12,169		11,194		10,660
Chief Compliance Officer fee		2,000		2,000		2,000
Distribution fees		65,596		62,220		5,699
Shareholder reporting		4,287		2,604		2,314
Accrued other expenses		—		—		440
Total liabilities		222,395		3,914,472		748,971
NET ASSETS	$	125,908,810	$	93,343,620	$	10,373,609

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

O’Shaughnessy Mutual Funds

Statements of Assets and Liabilities (Continued)

at July 31, 2013

	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	$	4,203,618	$	15,058,575		$	3,458,876
Shares issued and outstanding [unlimited
number of shares (par value $0.01) authorized]		262,998		1,263,158			215,179
Net asset value and redemption price per share	$	15.98	$	11.92		$	16.07
Maximum offering price per share
(Net asset value per share divided by 94.75%)	$	16.87	$	12.58		$	16.97

Class C Shares
Net assets applicable to shares outstanding	$	7,484,892	$	6,144,913			—
Shares issued and outstanding [unlimited
number of shares (par value $0.01) authorized]		477,723		518,575			—
Net asset value and offering
price per share (Note 1)	$	15.67	$	11.85			—

Class I Shares
Net assets applicable to shares outstanding	$	114,220,300	$	72,140,132		$	6,914,733
Shares issued and outstanding [unlimited
number of shares (par value $0.01) authorized]		7,159,647		6,033,298			427,364
Net asset value, offering and
redemption price per share	$	15.95	$	11.96		$	16.18

COMPONENTS OF NET ASSETS
Paid-in capital	$	98,621,304	$	90,370,671		$	7,566,240
Undistributed net investment income/(loss)		662,872		—			(9,783	)
Accumulated net realized gain/(loss) on investments		4,433,259		(521,152	)		1,041,269
Net unrealized appreciation of investments		22,191,375		3,494,101			1,775,883
Net assets	$	125,908,810	$	93,343,620		$	10,373,609

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 Year Ended July 31, 2013

	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, $271,440, and $1,519, respectively)	$	2,646,099	$	2,614,608		$	126,953
Interest		48		14			2
Total income		2,646,147		2,614,622			126,955
Expenses
Advisory fees (Note 4)		555,645		368,426			51,793
Distribution fees – Class A (Note 5)		9,291		23,454			6,709
Distribution fees – Class C (Note 5)		70,905		62,049			—
Transfer agent fees and expenses (Note 4)		63,161		53,741			30,919
Fund accounting fees (Note 4)		47,537		43,888			41,882
Administration fees (Note 4)		45,558		45,558			38,095
Registration fees		41,041		40,444			27,356
Audit fees		18,100		18,100			19,500
Custody fees (Note 4)		11,849		11,274			9,381
Miscellaneous expense		9,700		7,342			5,406
Chief Compliance Officer fee (Note 4)		8,000		8,000			8,000
Trustee fees		7,683		5,947			4,712
Reports to shareholders		7,649		4,265			1,679
Legal fees		6,319		9,058			8,702
Insurance expense		4,383		3,232			2,273
Total expenses		906,821		704,778			256,407
Advisory fee recoupment or waiver
and expense reimbursement (Note 4)		173,536		(58,134	)		(146,974	)
Net expenses		1,080,357		646,644			109,433
Net investment income		1,565,790		1,967,978			17,522
REALIZED AND UNREALIZED
GAIN ON INVESTMENTS
Net realized gain on investments		5,571,232		1,026,223			1,226,183
Net change in unrealized
appreciation/(depreciation) on investments		18,071,246		3,526,604			1,231,122
Net realized and unrealized
gain on investments		23,642,478		4,552,827			2,457,305
Net increase in net assets
resulting from operations	$	25,208,268	$	6,520,805		$	2,474,827

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

O’Shaughnessy All Cap Core Fund

Statements of Changes in Net Assets

	Year Ended			Year Ended
	July 31, 2013			July 31, 2012
INCREASE/(DECREASE) IN NET ASSETS FROM:
OPERATIONS
Net investment income	$	1,565,790		$	475,874
Net realized gain/(loss) on investments		5,571,232			(953,833	)
Net change in unrealized appreciation on investments		18,071,246			3,821,074
Net increase in net assets resulting from operations		25,208,268			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)		39,028,956			28,074,197
Total increase in net assets		62,858,811			31,133,687

NET ASSETS
Beginning of year		63,049,999			31,916,312
End of year	$	125,908,810		$	63,049,999
Includes undistributed net investment income of	$	662,872		$	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:

	Year Ended			Year Ended
	July 31, 2013			July 31, 2012
Class A Shares
Net proceeds from shares sold	$	931,267		$	3,320,709
Distributions reinvested		45,934			17,884
Payment for shares redeemed		(1,425,289	)+		(1,046,688	)+
Net increase/(decrease) in net assets from capital share transactions	$	(448,088	)	$	2,291,905
+ Net of redemption fees of	$	1,112		$	44

Class C Shares
Net proceeds from shares sold	$	640,401		$	2,961,719
Distributions reinvested		48,592			24,710
Payment for shares redeemed		(1,483,861	)+		(204,544	)+
Net increase/(decrease) in net assets from capital share transactions	$	(794,868	)	$	2,781,885
+ Net of redemption fees of	$	117		$	169

Class I Shares
Net proceeds from shares sold	$	51,521,091		$	27,657,034
Distributions reinvested		1,090,769			233,414
Payment for shares redeemed		(12,339,948	)+		(4,890,041	)+
Net increase in net assets from capital share transactions	$	40,271,912		$	23,000,407
+ Net of redemption fees of	$	4,498		$	2,649
	$	39,028,956		$	28,074,197

Class A Shares
Shares sold		66,934			278,935
Shares issued on reinvestment of distributions		3,580			1,538
Shares redeemed		(105,016	)		(88,185	)
Net increase/(decrease) in shares outstanding		(34,502	)		192,288
Class C Shares
Shares sold		46,842			261,750
Shares issued on reinvestment of distributions		3,848			2,154
Shares redeemed		(104,595	)		(17,046	)
Net increase/(decrease) in shares outstanding		(53,905	)		246,858

Class I Shares
Shares sold		3,814,296			2,228,644
Shares issued on reinvestment of distributions		85,350			20,139
Shares redeemed		(858,499	)		(394,181	)
Net increase in shares outstanding		3,041,147			1,854,602
		2,952,740			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

	Year Ended			Year Ended
	July 31, 2013			July 31, 2012
INCREASE/(DECREASE) IN NET ASSETS FROM:
OPERATIONS
Net investment income	$	1,967,978		$	842,495
Net realized gain/(loss) on investments		1,026,223			(1,523,366	)
Net change in unrealized
appreciation/(depreciation) on investments		3,526,604			(195,231	)
Net increase/(decrease) in
net assets resulting from operations		6,520,805			(876,102	)

DISTRIBUTIONS TO SHAREHOLDERS
From net investment income
Class A Shares		(305,600	)		(143,024	)
Class C Shares		(153,533	)		(144,863	)
Class I Shares		(1,528,023	)		(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		(1,987,156	)		(991,644	)

CAPITAL SHARE TRANSACTIONS
Net increase in net assets derived
from net change in outstanding shares (a)		58,384,822			18,028,658
Total increase in net assets		62,918,471			16,160,912

NET ASSETS
Beginning of year		30,425,149			14,264,237
End of year	$	93,343,620		$	30,425,149
Includes undistributed net investment loss of	$	—		$	(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:

	Year Ended			Year Ended
	July 31, 2013			July 31, 2012
Class A Shares
Net proceeds from shares sold	$	10,796,399		$	5,764,398
Distributions reinvested		286,882			156,465
Payment for shares redeemed		(1,684,174	)+		(2,715,954	)+
Net increase in net assets from capital share transactions	$	9,399,107		$	3,204,909
+ Net of redemption fees of	$	3,036		$	4,930

Class C Shares
Net proceeds from shares sold	$	1,005,750		$	2,935,342
Distributions reinvested		153,417			172,813
Payment for shares redeemed		(1,590,746	)+		(468,019	)+
Net increase/(decrease) in net assets from capital share transactions	$	(431,579	)	$	2,640,136
+ Net of redemption fees of	$	109		$	3,440

Class I Shares
Net proceeds from shares sold	$	59,840,918		$	17,400,890
Distributions reinvested		1,289,641			589,717
Payment for shares redeemed		(11,713,265	)+		(5,806,994	)+
Net increase in net assets from capital share transactions	$	49,417,294		$	12,183,613
+ Net of redemption fees of	$	3,061		$	3,882
	$	58,384,822		$	18,028,658

Class A Shares
Shares sold		927,866			529,951
Shares issued on reinvestment of distributions		24,680			14,974
Shares redeemed		(144,381	)		(255,414	)
Net increase in shares outstanding		808,165			289,511

Class C Shares
Shares sold		86,742			264,787
Shares issued on reinvestment of distributions		13,365			16,628
Shares redeemed		(138,037	)		(44,953	)
Net increase/(decrease) in shares outstanding		(37,930	)		236,462

Class I Shares
Shares sold		5,077,643			1,572,335
Shares issued on reinvestment of distributions		110,487			56,347
Shares redeemed		(990,507	)		(549,200	)
Net increase in shares outstanding		4,197,623			1,079,482
		4,967,858			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

	Year Ended			Year Ended
	July 31, 2013			July 31, 2012
INCREASE/(DECREASE) IN NET ASSETS FROM:
OPERATIONS
Net investment income	$	17,522		$	186
Net realized gain/(loss) on investments		1,226,183			(79,813	)
Net change in unrealized
appreciation/(depreciation) on investments		1,231,122			(222,074	)
Net increase/(decrease) in
net assets resulting from operations		2,474,827			(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)		599,520			678,512
Total increase in net assets		3,042,745			376,811

NET ASSETS
Beginning of year		7,330,864			6,954,053
End of year	$	10,373,609		$	7,330,864
Includes undistributed net investment income/(loss) of	$	(9,783	)	$	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:

	Year Ended			Year Ended
	July 31, 2013			July 31, 2012
Class A Shares
Net proceeds from shares sold	$	1,104,345		$	592,912
Distributions reinvested		7,521			—
Payment for shares redeemed		(505,873	)+		(102,160	)+
Net increase in net assets from capital share transactions	$	605,993		$	490,752
+ Net of redemption fees of	$	168		$ 0		^

Class I Shares
Net proceeds from shares sold	$	1,040,960		$	1,033,794
Distributions reinvested		14,438			—
Payment for shares redeemed		(1,061,871	)+		(846,034	)+
Net increase/(decrease) in net assets from capital share transactions	$	(6,473	)	$	187,760
+ Net of redemption fees of	$	31		$	66
	$	599,520		$	678,512

Class A Shares
Shares sold		78,434			50,743
Shares issued on reinvestment of distributions		585			—
Shares redeemed		(35,324	)		(9,059	)
Net increase in shares outstanding		43,695			41,684

Class I Shares
Shares sold		73,739			90,888
Shares issued on reinvestment of distributions		1,117			—
Shares redeemed		(75,987	)		(70,193	)
Net increase/(decrease) in shares outstanding		(1,131	)		20,695
		42,564			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

							August 16, 2010*
	Year Ended			Year Ended			to
	July 31, 2013			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†		0.20			0.12			0.07
Net realized and unrealized
gain on investments		3.17			0.67			1.99
Total from investment operations		3.37			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	$	15.98		$	12.78		$	12.08

Total return		26.74	%		6.59	%		21.26	%++

Ratios/supplemental data:
Net assets, end of period (thousands)	$	4,204		$	3,803		$	1,271

Ratio of expenses to average net assets:
Before expense reimbursement/recoupment		1.07	%		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		1.62	%		0.52	%		(0.87	)%+
After expense reimbursement/recoupment		1.45	%		0.96	%		0.63	%+

Portfolio turnover rate		57.50	%		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

							August 16, 2010*
	Year Ended			Year Ended			to
	July 31, 2013			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)†		0.10			0.03			(0.01	)
Net realized and unrealized
gain on investments		3.11			0.66			1.97
Total from investment operations		3.21			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	$	15.67		$	12.55		$	11.92

Total return		25.77	%		5.86	%		19.66	%++

Ratios/supplemental data:
Net assets, end of period (thousands)	$	7,485		$	6,673		$	3,395

Ratio of expenses to average net assets:
Before expense reimbursement/recoupment		1.82	%		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		0.89	%		(0.26	)%		(1.46	)%+
After expense reimbursement/recoupment		0.72	%		0.22	%		(0.10	)%+

Portfolio turnover rate		57.50	%		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

							August 16, 2010*
	Year Ended			Year Ended			to
	July 31, 2013			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†		0.23			0.15			0.10
Net realized and unrealized
gain on investments		3.16			0.67			1.99
Total from investment operations		3.39			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	$	15.95		$	12.77		$	12.04

Total return		26.93	%		6.91	%		20.89	%++

Ratios/supplemental data:
Net assets, end of period (thousands)	$	114,220		$	52,574		$	27,250

Ratio of expenses to average net assets:
Before expense reimbursement/recoupment		0.82	%		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		1.79	%		0.74	%		(0.94	)%+
After expense reimbursement/recoupment		1.62	%		1.22	%		0.89	%+

Portfolio turnover rate		57.50	%		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

							August 16, 2010*
	Year Ended			Year Ended			to
	July 31, 2013			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†		0.39			0.43			0.45
Net realized and unrealized
gain/(loss) on investments		1.21			(0.76	)		1.32
Total from investment operations		1.60			(0.33	)		1.77

Less distributions:
From net investment income		(0.36	)		(0.40	)		(0.29	)
From net realized gain on investments		—			(0.08	)	(0.00		)^
Total distributions		(0.36	)		(0.48	)		(0.29	)

Redemption fees retained	0.00		†^		0.01	†	0.00		†^

Net asset value, end of period	$	11.92		$	10.68		$	11.48

Total return		15.11	%		-2.66	%		17.76	%++

Ratios/supplemental data:
Net assets, end of period (thousands)	$	15,059		$	4,860		$	1,900

Ratio of expenses to average net assets:
Before expense reimbursement		1.34	%		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		3.27	%		2.84	%		1.54	%+
After expense reimbursement		3.37	%		4.00	%		3.97	%+

Portfolio turnover rate		35.48	%		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

							August 16, 2010*
	Year Ended			Year Ended			to
	July 31, 2013			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†		0.29			0.35			0.37
Net realized and unrealized
gain/(loss) on investments		1.21			(0.76	)		1.33
Total from investment operations		1.50			(0.41	)		1.70

Less distributions:
From net investment income		(0.29	)		(0.32	)		(0.26	)
From net realized gain on investments		—			(0.08	)	(0.00		)^
Total distributions		(0.29	)		(0.40	)		(0.26	)

Redemption fees retained	0.00		†^		0.01	†		—

Net asset value, end of period	$	11.85		$	10.64		$	11.44

Total return		14.23	%		-3.37	%		17.00	%++

Ratios/supplemental data:
Net assets, end of period (thousands)	$	6,145		$	5,921		$	3,661

Ratio of expenses to average net assets:
Before expense reimbursement		2.15	%		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		2.34	%		2.05	%		0.97	%+
After expense reimbursement		2.50	%		3.24	%		3.28	%+

Portfolio turnover rate		35.48	%		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

							August 16, 2010*
	Year Ended			Year Ended			to
	July 31, 2013			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†		0.43			0.47			0.45
Net realized and unrealized
gain/(loss) on investments		1.21			(0.78	)		1.36
Total from investment operations		1.64			(0.31	)		1.81

Less distributions:
From net investment income		(0.38	)		(0.42	)		(0.30	)
From net realized gain on investments		—			(0.08	)	(0.00		)^
Total distributions		(0.38	)		(0.50	)		(0.30	)

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

Net asset value, end of period	$	11.96		$	10.70		$	11.51

Total return		15.52	%		-2.53	%		18.16	%++

Ratios/supplemental data:
Net assets, end of period (thousands)	$	72,140		$	19,644		$	8,703

Ratio of expenses to average net assets:
Before expense reimbursement		1.08	%		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		3.58	%		3.25	%		0.51	%+
After expense reimbursement		3.67	%		4.40	%		4.08	%+

Portfolio turnover rate		35.48	%		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

							August 16, 2010*
	Year Ended			Year Ended			to
	July 31, 2013			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)†	0.00		^		(0.02	)		(0.13	)
Net realized and unrealized
gain/(loss) on investments		3.94			(0.72	)		3.17
Total from investment operations		3.94			(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	$	16.07		$	12.17		$	12.91

Total return		32.48	%		-5.73	%		30.42	%++

Ratios/supplemental data:
Net assets, end of period (thousands)	$	3,459		$	2,088		$	1,676

Ratio of expenses to average net assets:
Before expense reimbursement		3.13	%		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		(1.67	)%		(2.95	)%		(5.36	)%+
After expense reimbursement		0.02	%		(0.18	)%		(1.02	)%+

Portfolio turnover rate		93.42	%		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

							August 16, 2010*
	Year Ended			Year Ended			to
	July 31, 2013			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		3.95			(0.71	)		3.15
Total from investment operations		3.99			(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		†^	0.00		†^		—

Net asset value, end of period	$	16.18		$	12.24		$	12.94

Total return		32.75	%		-5.41	%		30.72	%++

Ratios/supplemental data:
Net assets, end of period (thousands)	$	6,915		$	5,243		$	5,278

Ratio of expenses to average net assets:
Before expense reimbursement		2.90	%		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		(1.42	)%		(2.72	)%		(5.77	)%+
After expense reimbursement		0.29	%		0.07	%		(0.68	)%+

Portfolio turnover rate		93.42	%		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 July 31, 2013

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.

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.

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 July 31, 2013

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

For the year ended July 31, 2013, the Funds made the following permanent tax adjustments on the statements of assets and liabilities:

	Undistributed			Accumulated
	Net Investment			Net Realized
	Income/(Loss)			Gain/(Loss)				Paid-in Capital
All Cap Core Fund		$	—		$	—			$	—
Enhanced Dividend Fund			19,348			2,821				(22,169	)
Small/Mid Cap Growth Fund			4,125			(4,125	)			—

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 year ended July 31, 2013, the Funds retained redemption fees as follows:

	Class A			Class C			Class I
All Cap Core Fund		$	1,112		$	117		$	4,498
Enhanced Dividend Fund			3,036			109			3,061
Small/Mid Cap Growth Fund			168			N/A			31

REITs: The Small/Mid Cap Growth Fund has made certain investments in real estate investment trusts (“REITs”) which pay dividends to their shareholders based upon funds available from operations. It is quite common for these dividends to exceed the REIT’s taxable earnings and profits resulting in the excess portion of such dividends being designated as a return of capital. The Fund intends to include the gross dividends from such REITs in their annual distributions to its shareholders and, accordingly, a portion of the Fund’s distributions may also be designated as a return of capital.

H.	Events Subsequent to the Fiscal Year End: In preparing the financial statements as of July 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.

O’Shaughnessy Mutual Funds

Notes to Financial Statements (Continued)

at July 31, 2013

NOTE 3 – SECURITIES VALUATION (Continued)

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 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 July 31, 2013:

O’Shaughnessy All Cap Core Fund

	Level 1		Level 2		Level 3		Total
Common Stocks
Consumer Discretionary	$	33,177,319	$	—	$	—	$	33,177,319
Consumer Staples		10,776,333		—		—		10,776,333
Energy		9,083,916		—		—		9,083,916
Financials		15,871,562		—		—		15,871,562
Health Care		14,194,942		—		—		14,194,942
Industrials		13,440,891		—		—		13,440,891
Information Technology		16,270,717		—		—		16,270,717
Materials		3,825,468		—		—		3,825,468
Telecommunication Services		6,048,374		—		—		6,048,374
Utilities		974,452		—		—		974,452
Total Common Stocks		123,663,974		—		—		123,663,974
Total Investments in Securities	$	123,663,974	$	—	$	—	$	123,663,974

O’Shaughnessy Mutual Funds

Notes to Financial Statements (Continued)

at July 31, 2013

NOTE 3 – SECURITIES VALUATION (Continued)

O’Shaughnessy Enhanced Dividend Fund

	Level 1		Level 2		Level 3		Total
Common Stocks
Consumer Staples	$	1,626,517	$	—	$	—	$	1,626,517
Energy		23,290,918		—		—		23,290,918
Financials		9,174,838		—		—		9,174,838
Health Care		6,392,688		—		—		6,392,688
Industrials		11,108,861		—		—		11,108,861
Information Technology		5,820,224		—		—		5,820,224
Materials		2,035,425		—		—		2,035,425
Telecommunication Services		27,876,904		—		—		27,876,904
Total Common Stocks		87,326,375		—		—		87,326,375
Convertible Preferred Stocks
Consumer Discretionary		1,280,850		—		—		1,280,850
Total Convertible Preferred Stocks		1,280,850		—		—		1,280,850
Preferred Stocks
Telecommunication Services		3,449,048		—		—		3,449,048
Total Preferred Stocks		3,449,048		—		—		3,449,048
Total Investments in Securities	$	92,056,273	$	—	$	—	$	92,056,273

O’Shaughnessy Small/Mid Cap Growth Fund

	Level 1		Level 2		Level 3		Total
Common Stocks
Consumer Discretionary	$	2,723,095	$	—	$	—	$	2,723,095
Consumer Staples		394,673		—		—		394,673
Energy		277,693		—		—		277,693
Financials		271,564		—		—		271,564
Health Care		1,034,322		—		—		1,034,322
Industrials		3,189,176		—		—		3,189,176
Information Technology		1,132,054		—		—		1,132,054
Materials		1,116,562		—		—		1,116,562
Telecommunication Services		161,581		—		—		161,581
Total Common Stocks		10,300,720		—		—		10,300,720
REITS		34,669		—		—		34,669
Total Investments in Securities	$	10,335,389	$	—	$	—	$	10,335,389

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 July 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 year ended July 31, 2013.

New Accounting Pronouncement: In January 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-01 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. This update gives additional clarification to the FASB ASU No. 2011-11 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 2013-01 will have on the financial statement disclosures.

O’Shaughnessy Mutual Funds

Notes to Financial Statements (Continued)

at July 31, 2013

NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

For the year ended July 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 year ended July 31, 2013, the All Cap Core Fund, Enhanced Dividend Fund, and Small/Mid Cap Growth Fund incurred $555,645, $368,426, and $51,793 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 year ended July 31, 2013, the Advisor recouped $173,536 in previously waived expenses for the All Cap Core Fund. For the year ended July 31, 2013, the Advisor reduced its fees in the amount of $58,134 and $146,974 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	$	92,814	$	206,727	$	—	$	299,541
Enhanced Dividend Fund		229,595		240,553		58,134		528,282
Small/Mid Cap Growth Fund		215,195		188,615		146,974		550,784

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 July 31, 2013

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

For the year ended July 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		$	45,558		$	45,558		$	38,095
Fund Accounting			47,537			43,888			41,882
Transfer Agency (excludes out-of-pocket expenses)			46,650			41,813			25,163
Custody			11,849			11,274			9,381
Chief Compliance Officer			8,000			8,000			8,000

At July 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		$	11,505		$	11,505		$	9,641
Fund Accounting			12,169			11,194			10,660
Transfer Agency (excludes out-of-pocket expenses)			11,912			10,841			6,296
Chief Compliance Officer			2,000			2,000			2,000
Custody			2,650			1,497			2,968

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 year ended July 31, 2013, the Funds paid the Distributor as follows:

	Class A		Class C
All Cap Core Fund	$	9,291	$	70,905
Enhanced Dividend Fund		23,454		62,049
Small/Mid Cap Growth Fund		6,709		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. For the year ended July 31, 2013, the All Cap Core Fund, Enhanced Dividend Fund, and Small/Mid Cap Growth did not accrue shareholder servicing fees.

O’Shaughnessy Mutual Funds

Notes to Financial Statements (Continued)

at July 31, 2013

NOTE 7 – PURCHASES AND SALES OF SECURITIES

For the year ended July 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		$	95,334,005		$	56,409,801
Enhanced Dividend Fund			77,125,495			19,698,366
Small/Mid Cap Growth Fund			8,612,533			7,930,837

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 year ended July 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 years ended July 31, 2013 and July 31, 2012 was as follows:

	All Cap				Enhanced				Small/Mid Cap
	Core Fund				Dividend Fund				Growth Fund
	July 31,		July 31,		July 31,		July 31,		July 31,		July 31,
	2013		2012		2013		2012		2013		2012
Ordinary income	$	1,378,413	$	283,625	$	1,987,156	$	991,644	$	31,602	$	—

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

As of July 31, 2013, 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)	$	101,475,647		$	88,696,697		$	8,559,773
Gross tax unrealized appreciation		23,488,198			7,239,528			1,876,200
Gross tax unrealized depreciation		(1,299,871	)		(3,879,990	)		(100,584	)
Net tax unrealized appreciation (a)		22,188,327			3,359,538			1,775,616
Undistributed ordinary income		662,872			—			—
Undistributed long-term capital gain		4,436,307			—			1,041,269
Total distributable earnings		5,099,179			—			1,041,269
Other accumulated gains/(losses)		—			(386,589	)		(9,516	)
Total accumulated earnings/(losses)	$	27,287,506		$	2,972,949		$	2,807,369

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

At July 31, 2013, the Enhanced Dividend Fund had short-term capital loss carryforwards of $386,589, which may be carried forward indefinitely to offset future gains.

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 July 31, 2013

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

The All Cap Core Fund and the Small/Mid Cap Growth Fund utilized $1,080,729 and $179,627, respectively, of capital loss carryforwards in the year ended July 31, 2013.

At July 31, 2013, the Small/Mid Cap Growth Fund deferred, on a tax basis, post-October losses of $9,516.

O’Shaughnessy Mutual Funds

Report of Independent Registered Public Accounting Firm

To the Board of Trustees

Advisors Series Trust and

Shareholders of

O’Shaughnessy Mutual Funds

We have audited the accompanying statements of assets and liabilities of O’Shaughnessy All Cap Core Fund, O’Shaughnessy Enhanced Dividend Fund, and O’Shaughnessy Small/Mid Cap Fund, each a series of Advisors Series Trust (the “Trust”), including the schedules of investments, as of July 31, 2013, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the two years in the period then ended and for the period August 16, 2010 (commencement of operations) to July 31, 2011. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2013, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of O’Shaughnessy All Cap Core Fund, O’Shaughnessy Enhanced Dividend Fund, and O’Shaughnessy Small/Mid Cap Fund as of July 31, 2013, the results of their operations for the year then ended, the change in their net assets for each of the two years in the period then ended and their financial highlights for each of the two years in the period then ended and for the period August 16, 2010 to July 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania

September 30, 2013

O’Shaughnessy Mutual Funds

Notice to Shareholders

at July 31, 2013 (Unaudited)

For the year ended July 31, 2013, the All Cap Core Fund, Enhanced Dividend Fund, and Small/Mid Cap Growth Fund designated $1,378,413, $1,987,156, and $31,602, respectively, as ordinary income for purposes of the dividends paid deduction.

For the year ended July 31, 2013, certain dividends paid by the O’Shaughnessy Funds may be subject to a maximum tax rate of 15%, as provided by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The percentage of dividends declared from net investment income designated as qualified dividend income was 100.00%, 100.00%, and 100.00% for the All Cap Core Fund, Enhanced Dividend Fund, and Small/Mid Cap Growth Fund, respectively.

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the year ended July 31, 2013 was 100.00%, 9.88%, and 100.00% for the All Cap Core Fund, Enhanced Dividend Fund, and Small/Mid Cap Growth Fund, respectively.

The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(C) for the year ended July 31, 2013 was 0.00%, 0.00%, and 0.00% for the All Cap Core Fund, Enhanced Dividend Fund, and Small/Mid Cap Growth Fund, respectively.

For the year ended July 31, 2013, the Enhanced Dividend Fund earned foreign source income and paid foreign taxes, which it intends to pass through to its shareholders pursuant to section 853 of the Internal Revenue Code as follows:

	Foreign Sourced Income Earned				Taxes Paid
Australia		$	135,157			$	—
Brazil			119,289				1,086
Canada			411,215				61,682
China			144,450				17,554
Columbia			5,337				—
Finland			13,415				2,021
France			289,004				77,331
Germany			169,929				9,036
Great Britain			515,499				—
Indonesia			35,482				7,264
Ireland			42,252				—
Italy			88,025				17,605
Japan			45,605				3,274
Netherlands			50,255				6,309
Norway			3,571				899
Philippines			7,125				2,152
Russia			25,406				4,008
South Africa			16,846				2,519
South Korea			131,320				22,368
Spain			(126	)			—
Switzerland			147,515				—
Taiwan			(883	)			(14	)
United States			454,013				—

O’Shaughnessy Mutual Funds

Notice to Shareholders (Continued)

at July 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, 2013

Information regarding how the Funds voted proxies relating to portfolio securities during the 12-month period ended June 30, 2013 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.

O’Shaughnessy Mutual Funds

Information About Trustees and Officers

(Unaudited)

This chart provides information about the Trustees and Officers who oversee the Funds. Officers elected by the Trustees manage the day-to-day operations of the Funds and execute policies formulated by the Trustees.

				Number of
				Portfolios
		Term of		in Fund	Other
	Position	Office and		Complex	Directorships
Name, Address	Held with	Length of	Principal Occupation	Overseen by	Held During
and Age	the Trust	Time Served	During Past Five Years	Trustee(2)	Past Five Years

Independent Trustees(1)

Donald E. O’Connor (age 77)	Trustee	Indefinite	Retired; former Financial Consultant	6	Trustee,
615 E. Michigan Street		term since	and former Executive Vice President		Advisors Series
Milwaukee, WI 53202		February 1997.	and Chief Operating Officer of ICI		Trust (for series
			Mutual Insurance Company		not affiliated with
			(until January 1997).		the Funds);
					Trustee, The
					Forward Funds
					(35 portfolios).

George J. Rebhan (age 79)	Trustee	Indefinite	Retired; formerly President, Hotchkis	6	Trustee,
615 E. Michigan Street		term since	and Wiley Funds (mutual funds)		Advisors Series
Milwaukee, WI 53202		May 2002.	(1985 to 1993).		Trust (for series
					not affiliated with
					the Funds);
					Independent
					Trustee from
					1999 to 2009,
					E*TRADE
					Funds.

George T. Wofford (age 73)	Trustee	Indefinite	Retired; formerly Senior Vice	6	Trustee,
615 E. Michigan Street		term since	President, Federal Home Loan		Advisors Series
Milwaukee, WI 53202		February 1997.	Bank of San Francisco.		Trust (for series
					not affiliated with
					the Funds).

Interested Trustee

Joe D. Redwine(3) (age 66)	Interested	Indefinite	President, CEO, U.S. Bancorp Fund	6	Trustee,
615 E. Michigan Street	Trustee	term since	Services, LLC (May 1991 to present).		Advisors Series
Milwaukee, WI 53202		September 2008.			Trust (for series
					not affiliated with
					the Funds).

O’Shaughnessy Mutual Funds

Information About Trustees and Officers (Continued)

(Unaudited)

		Term of
	Position	Office and
Name, Address	Held with	Length of	Principal Occupation
and Age	the Trust	Time Served	During Past Five Years

Officers

Joe D. Redwine (age 66)	Chairman	Indefinite	President, CEO, U.S. Bancorp Fund Services, LLC
615 E. Michigan Street	and Chief	term since	(May 1991 to present).
Milwaukee, WI 53202	Executive	September 2007.
	Officer

Douglas G. Hess (age 46)	President	Indefinite	Senior Vice President, Compliance and Administration, U.S. Bancorp
615 E. Michigan Street	and	term since	Fund Services, LLC (March 1997 to present).
Milwaukee, WI 53202	Principal	June 2003.
	Executive
	Officer

Cheryl L. King (age 51)	Treasurer	Indefinite	Vice President, Compliance and Administration, U.S. Bancorp
615 E. Michigan Street	and	term since	Fund Services, LLC (October 1998 to present).
Milwaukee, WI 53202	Principal	December 2007.
	Financial
	Officer

Michael L. Ceccato (age 55)	Vice	Indefinite	Senior Vice President, U.S. Bancorp Fund Services, LLC
615 E. Michigan Street	President,	term since	(February 2008 to present); General Counsel/Controller, Steinhafels, Inc.
Milwaukee, WI 53202	Chief	September 2009.	(September 1995 to February 2008).
	Compliance
	Officer and
	AML Officer

Jeanine M. Bajczyk, Esq. (age 48)	Secretary	Indefinite	Senior Vice President and Counsel, U.S. Bancorp Fund Services, LLC
615 E. Michigan Street		term since	(May 2006 to present); Senior Counsel, Wells Fargo Funds
Milwaukee, WI 53202		June 2007.	Management, LLC (May 2005 to May 2006); Senior Counsel,
			Strong Financial Corporation (January 2002 to April 2005).

(1)	The Trustees of the Trust who are not “interested persons” of the Trust as defined under the 1940 Act (“Independent Trustees”).

(2)

As of July 31, 2013, the Trust is comprised of 41 active portfolios managed by unaffiliated investment advisers. The term “Fund Complex” applies only to the Funds. The Funds do not hold themselves out as related to any other series within the Trust for investment purposes, nor do they share the same investment adviser with any other series.

(3)	Mr. Redwine is an “interested person” of the Trust as defined by the 1940 Act. Mr. Redwine is an interested Trustee of the Trust by virtue of the fact that he is an interested person of Quasar Distributors, LLC who acts as principal underwriter to the series of the Trust.

The Statement of Additional Information includes additional information about the Funds’ Trustees and Officers and is available, without charge, upon request by calling 1-877-291-7827.

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.

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

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

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Trustees has determined that it does not have an audit committee financial expert serving on its audit committee. At this time, the registrant believes that the business experience and financial literacy provided by each member of the audit committee collectively offers the registrant adequate oversight given the registrant’s level of financial complexity.

Item 4. Principal Accountant Fees and Services.

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

	FYE 7/31/2013	FYE 7/31/2012
Audit Fees	$49,200	$48,000
Audit-Related Fees	N/A	N/A
Tax Fees	$9,300	$9,000
All Other Fees	N/A	N/A

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

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

	FYE 7/31/2013	FYE 7/31/2012
Audit-Related Fees	0%	0%
Tax Fees	0%	0%
All Other Fees	0%	0%

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

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

Non-Audit Related Fees	FYE 7/31/2013	FYE 7/31/2012
Registrant	N/A	N/A
Registrant’s Investment Adviser	N/A	N/A

Item 5. Audit Committee of Listed Registrants.

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

Item 6. Investments.

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

(b)	Not Applicable.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

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

Item 11. Controls and Procedures.

(a)

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

(b)

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

Item 12. Exhibits.

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

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

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

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

SIGNATURES

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

(Registrant) Advisors Series Trust

By (Signature and Title)* /s/ Douglas G. Hess__

Douglas G. Hess, President

Date 10/4/13

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 10/4/13

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

Cheryl L. King, Treasurer

Date 10/4/13

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