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, 5 th 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: September 30, 2013



Date of reporting period: March 31, 2013

 
 
 

Item 1. Reports to Stockholders.


 

 
S CHARF F UNDS

 

 

 

 

 

 
Scharf Fund – LOGIX
 
Scharf Balanced Opportunity Fund – LOGOX


 

 

 
SEMI-ANNUAL REPORT
March 31, 2013














Scharf Investments, LLC


 
 
 
 
S CHARF F UNDS

 
TABLE OF CONTENTS

To Our Shareholders
1
Expense Examples
7
Sector Allocation of Portfolio Assets
9
Schedule of Investments
11
Statements of Assets and Liabilities
18
Statements of Operations
19
Statements of Change in Net Assets
20
Financial Highlights
22
Notes to Financial Statements
24
Notice to Shareholders
35
Approval of Investment Advisory Agreement
37
Privacy Notice
39

 
 
 

 
 
 
 
 
S CHARF F UNDS

 
TO OUR SHAREHOLDERS
 
PERFORMANCE AS OF 3/31/2013
THE SCHARF BALANCED OPPORTUNITY FUND
   
Since Inception
     
12/31/2012
Scharf Balanced Opportunity Fund
   
   5.04%
Lipper Balanced Funds Index (with dividends reinvested)
   
   5.40%
Barclays U.S. Aggregate Bond Index
   
 -0.12%
S&P 500 ® Index (with dividends reinvested)
   
10.61%
THE SCHARF FUND
6 Months
One Year
Since Inception
     
12/30/2011
Cumulative:
     
Scharf Fund
   6.96%
   9.68%
22.43%
S&P 500 ® Index (with dividends reinvested)
10.19%
13.96%
28.31%
       
Annualized:
     
Scharf Fund
 
   9.68%
17.54%
S&P 500 ® Index (with dividends reinvested)
 
13.96%
22.03%

PERFORMANCE REVIEW
 
Since its inception on 12/31/12, the Scharf Balanced Opportunity Fund returned 5.04% compared to the 5.4% return for the Lipper Balanced Funds Index.  The key contributors to relative performance for the period were Canadian Pacific Railway Ltd., Thermo Fisher Scientific Inc., and Halliburton Corp.  The key detractors from relative performance were Cash Holdings, Apple Inc., and Barrick Gold Corp.
 
The Scharf Fund returned 6.96% compared to the 10.19% for the S&P 500 ® Index for the six months ended 3/31/13.  The key contributors to relative performance for the period were Canadian Pacific Railway Ltd., Halliburton Corp., and McKesson Corp.  The key detractors from relative performance were Apple Inc., Barrick Gold Corp., and Cash holdings.
 
Our large exposure to European and multinational companies hindered returns relative to the S&P 500 Index as domestically oriented U.S. stocks again outperformed most others.  For example, the MSCI EAFE Index, which generally covers multinational companies in developed markets outside North America, was up only 5.3%.
 
While it is hard to be unhappy about equity returns of nearly 7% in six months, the relative shortfall is frustrating.  There are portions of any market cycle when our investment strategy will be “out of favor” and this is one of them.  As a recent Wall Street Journal article noted, low quality stocks have been the biggest beneficiaries of the Fed’s monetary policies over the past few years.  The Fed’s policies have distorted the markets by encouraging risky investments into low quality companies.

 
1
 
 
S CHARF F UNDS

 
It is vital that investors not mistake a portion of the cycle – no matter how prolonged – for the entirety of the cycle.  One cannot tell whether a given strategy will succeed in the long-run by examining one investment phase any more than one can tell which baseball team will win the pennant based on who scores the most runs on opening day.
 
We remain confident in our long-term strategy and believe quality stocks with global exposure remain on sale.  While the market is currently fixated on pure domestic companies, we think over the cycle companies with global exposure will produce better returns with less risk.  We recently performed a thorough review of our holdings as well as potential new positions, and we are as excited as ever about the long-term prospects for our strategy.  As we will discuss below, our analysis suggests the current portfolio offers a better favorability ratio than the S&P 500 Index.
 
MARKET COMMENTARY
 
“The Age of Financial Distortion” is in its fifth year with no end in sight.  The Federal Reserve Board plans to keep short-term interest rates at zero percent and continue its voracious purchases of longer-term debt until the unemployment rate falls to 6.5% or inflationary expectations rise to 2.5%.  Thus, interest rates are lower than they would normally be.  Since all other assets are priced off the risk-free rate represented by Treasury securities, the distortions created by the Fed have been transmitted across the investment spectrum.
 
This is precisely what the Fed intends.  “QE” or Quantitative Easing is designed to drive investment dollars out of cash and into stocks, bonds and real estate.  The Fed hopes that rising prices for these assets will create a wealth effect leading investors and homeowners to spend more freely.  They believe this spending will ignite the economy and allow it to attain “escape velocity” where growth becomes self-sustaining and QE can be terminated.  Weak U.S. GDP growth over the past few years indicates that QE has yet to jumpstart the economy as planned.  As far as asset prices are concerned, however, QE has been a rousing success.  The S&P 500 Index has returned to the highs reached in 2000 and 2007 with low quality stocks leading the way.
 
“Prediction is Very Hard, Especially about the Future” This quote, allegedly from former Yankee catcher Yogi Berra, says it all.  This has never been truer in the investing world than today.  Unemployment is high, GDP growth is weak, wage growth is nonexistent, fiscal deficits are large, tax policy is uncertain, and monetary policy is off the charts.  Yet here we are with both the Dow Jones Index and the S&P 500 Index at all-time highs.
 
Predicting the course of the economy is no easier than predicting the course of financial markets.  The Federal Reserve has legions of highly trained economists and unparalleled access to data.  Yet, as the table below indicates, the Fed under

 
2
 
 
S CHARF F UNDS

 
Chairman Bernanke has never come close to accurately forecasting economic growth.
 
Year
Federal Reserve Prediction
Actual Growth
2008
2.4%
-0.3%
2009
Below trend growth
-3.1%
2010
3.3%
 2.4%
2011
4.0%
 1.8%
2012
3.5%
 2.2%
2013
2.5%
       ?
 
  Source: Federal Reserve Board
 
This track record leaves us with little confidence that the Federal Reserve will successfully curtail QE at just the right time to achieve escape velocity wherein the economy grows but inflation remains contained.  Past history would indicate that it is much more likely the Federal Reserve will make a mistake resulting in inflation, economic contraction, or even stagflation.
 
Given unprecedented levels of interest rate intervention and unsustainable government deficits around the world, one does not have to be a Nobel-prize winning economist to know that investors today face a much wider range of potential outcomes than they have in the past.  As such, we have positioned the portfolio, not with an eye towards making the most money for any one particular outcome, but rather to give us the highest probability of making money over a wide range of outcomes.  While many investors are concentrating their bets in the belief that the Federal Reserve will always provide a comfy safety net, we continue to invest as if there will be none.
 
Regardless of the macroeconomic environment, we believe our portfolio is historically undervalued with upside potential if GDP growth continues as expected and the potential for strong downside protection if it does not.  To wit, from 2007-2009, earnings per share for our current portfolio grew compared to a 26% decline for the median company in the 1700 stock Value Line universe.  The Funds’ equity investments are concentrated in high quality companies with predictable earnings and low valuations.  Despite both stronger EPS growth in 2012 and stronger projected EPS growth in 2013, the median stock in the portfolio trades at around a 15% discount to the S&P 500 Index despite historically trading at a premium.  While we won’t attempt to predict when this gap will close, history suggests the probabilities are strongly in our favor.
 
INVESTMENT STRATEGY
 
While we are always mindful of how economic conditions and current events impact companies, macroeconomic forecasts are not the primary consideration in our decision-making process.  We focus the bulk of our energies on fundamental research

 
3
 
 
S CHARF F UNDS

 
and independent company analysis to identify securities which we believe are trading at significant discounts to fair value.  We use a bottom-up, valuation-oriented strategy because stocks with low valuation ratios have often outperformed stocks with higher valuation ratios over the long term.  By purchasing securities when they are at a discount to fair value, we also hope to mitigate downside risk.  In addition, the firm maintains a limited number of portfolios, favoring quality over quantity.  We focus only on our best ideas as we believe owning too many stocks is counterproductive to enhancing risk/reward.  Finally, we are style box agnostic and search for compelling investments in companies large and small, foreign and domestic.  To that end, we are optimistic about the current portfolio and believe the Fund should be well positioned for long-term investors.
 
As an example, Apple has the number one share in the U.S. smartphone, tablet and portable media player markets.  It also has sizable market share globally, particularly within the burgeoning mass affluent consumer set.  Surveys and historical data indicate that Apple has very high customer repurchase rates due to, we believe, its well-established software and hardware ecosystem.  Apple reported 11% year over year revenue growth during its fiscal second quarter in 2013 and ended the quarter with no debt and nearly $145 billion of cash and investments.  Importantly, Apple also reported 30% year over year revenue growth to around $16 billion of annualized revenues from higher margin media, software and services.  The company has achieved superior capital returns, revenue growth and balance sheet strength relative to its peers, yet trades at a much lower valuation.  We believe the favorability ratio is compelling as investors are overly focused on short-term issues and are not giving Apple credit for its large cash holdings, sticky ecosystem, growing high margin software and services revenues, and potential for future product innovation.
 
IN CLOSING
 
Investors face a dilemma.  They can go with the flow and move into riskier and riskier assets.  They can value assets as if zero percent interest rates, exceptional profit margins and low-quality outperformance will last forever.  This strategy of investing in the abnormal hoping it will become even more abnormal did not end well for many of those who tried in the dot.com frenzy or housing bubble.
 
More prudently, we believe investors can instead assume that the “Age of Distortion” will end and normal conditions will return.  They can resist the temptation to embrace undue risk and value assets based on a more normal interest rate environment.  They can seek to protect themselves by shortening maturities in the bond market as well as by gravitating toward companies with defensible profit margins.
 
For nearly 30 years, Scharf Investments has operated as an independent employee-owned firm dedicated to providing the highest quality investment management services.  The Firm has established a track record based on a disciplined investment
 

 
4
 
 
S CHARF F UNDS

 
approach.  During this time, we have seen many types of markets and betting on a continuation of abnormal market environments has seldom proven to be the best investment strategy.  For this reason, we would rather invest in the certainty that normality will return, rather than try to guess how far abnormality will stretch or when it will end.
 
One of our core beliefs has always been that our personal interests should be aligned with those of our clients.  As such, every member of our investment team is invested alongside our clients.  On a personal level, as the first and one of the largest shareholders in both Funds, my family also has a significant interest in the Funds’ success.  As a shareholder, I hope you take comfort in the knowledge that having our own money invested alongside yours will be a powerful motivator to sharpen our focus and avoid excessive risks.
 
We thank you for the trust and confidence you have placed in us.  We welcome your comments and questions.
 


Brian Krawez
President and Portfolio Manager
 

 
Mutual fund investing involves risk.  Principal loss is possible.  The Funds are non-diversified, meaning they may concentrate their assets in fewer individual holdings than a diversified fund.  Therefore, the Funds are more exposed to volatility than a diversified fund.  The Funds may invest in securities representing equity or debt.  These securities may be issued by small- and medium-sized companies, which involve additional risks such as limited liquidity and greater volatility.  The Funds may invest in foreign securities which involve greater volatility, political, economic and currency risks, and differences in accounting methods.  The Funds may invest in ETFs or mutual funds, the risks of owning either generally reflecting the risks of owning the underlying securities held by the ETF or mutual fund.  The Funds follow an investment style that favors relatively low valuations.  Investment in debt securities typically decrease in value when interest rates rise.  This risk is usually greater for longer-term debt securities.  Investment in lower-rated, non-rated and distressed securities presents a greater risk of loss to principal and interest than higher-rated securities.
 
EPS Growth is not a measure of the Funds’ future performance.
 
The S&P 500 Index is a broad based unmanaged index of 500 stocks, which is widely recognized as representative of the equity market in general.  You cannot invest directly in an index.
 
The Lipper Balanced Funds Index is an index of open-end mutual funds whose primary objective is to conserve principal by maintaining at all times a balanced portfolio of both equities and bonds. You cannot invest directly in an index.
 
The Barclays U.S. Aggregate Bond Index is a broad based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government related and corporate securities.
 

 
5
 
 
S CHARF F UNDS

 
MSCI EAFE Index is a free float-adjusted market capitalization index that is designed to measure the international equity market performance of developed markets, excluding the U.S. & Canada. Price-to-Earnings Ratio (P/E) is a valuation ration ratio of a company’s current share price compared to its per-share earnings.
 
Earning Per Share Growth (EPS Growth) is the growth of the portion of a company’s profits allocated  to each outstanding share over time.
 
The information provided herein represents the opinion of the fund manager and is not intended to be a forecast of future events or a guarantee of future results.
 
Fund holdings and sector allocations are subject to change at any time and should not be considered recommendations to buy or sell any security.  Please refer to the Schedule of Investments in this report for a complete list of fund holdings.
 
Must be preceded or accompanied by a prospectus.  Please refer to the prospectus for important information about the investment company including investment objectives, risks, charges and expenses.
 
The Scharf Funds are distributed by Quasar Distributors, LLC.
 



 

 
6
 
 
S CHARF F UNDS

 
EXPENSE EXAMPLES at March 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. The Scharf Fund and the Scharf Balanced Opportunity Fund are no-load mutual funds. These Examples are 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 Scharf Fund Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (10/1/12-3/31/13). The Scharf Balanced Opportunity Fund Example is based on an investment of $1,000 invested at the beginning of the period and held for the partial period (12/31/12-3/31/13).
 
Actual Expenses
The first line of the tables below provide information about actual account values and actual expenses, with actual net expenses being limited to 1.25% of the Scharf Fund and 1.20% of the Scharf Balanced Opportunity Fund per the operating expenses limitation agreement. Although the Funds charge no sales load or transaction fees, you will be assessed fees for outgoing wire transfers, returned checks, and stop payment orders at prevailing rates charged by U.S. Bancorp Fund Services, LLC, the Funds’ transfer agent.  The Examples below include, but are not limited to, management fees, fund accounting, custody and transfer agent fees. You may use the information in the first line of the tables, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical Example for Comparison Purposes
The second line of the tables below provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and will not help you determine the relative total costs of owning different funds, as they may charge transaction costs, such as sales charges (loads), redemption fees, or exchange fees.
 

 
7
 
 
S CHARF F UNDS

 
EXPENSE EXAMPLE at March 31, 2013 (Unaudited), Continued
Scharf Fund
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period*
 
10/1/12
3/31/13
10/1/12 - 3/31/13
Actual
$1,000.00
$1,069.60
$6.45
       
Hypothetical (5% return
     
  before expenses)
$1,000.00
$1,018.70
$6.29
 
*
Expenses are equal to the Fund’s annualized expense ratio of 1.25%, multiplied by the average account value over the period, multiplied by 182 (days in most recent fiscal half-year)/365 days to reflect the one-half year expense.
 
Scharf Balanced Opportunity Fund
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period*
 
12/31/12
3/31/13
12/31/12 - 3/31/13
Actual
$1,000.00
$1,050.40
$3.03
       
Hypothetical (5% return
     
  before expenses)
$1,000.00
$1,009.37
$2.97
 
*
Expenses are equal to the Fund’s annualized expense ratio of 1.20%, multiplied by the average account value over the period, multiplied by 90 (days in most recent fiscal half-year)/365 days to reflect the one-half year expense.
 
 
 

 

 
8
 
 
S CHARF F UND

 
SECTOR ALLOCATION OF PORTFOLIO ASSETS at March 31, 2013 (Unaudited)





 
Percentages represent market value as a percentage of total investments.

 

 
 
9
 
 
S CHARF B ALANCED O PPORTUNITY F UND

 
SECTOR ALLOCATION OF PORTFOLIO ASSETS at March 31, 2013 (Unaudited)



 


Percentages represent market value as a percentage of total investments.

 
 
 

 
 
10
 
 
S CHARF F UND

 
SCHEDULE OF INVESTMENTS at March 31, 2013 (Unaudited)
Shares
 
COMMON STOCKS – 88.15%
 
Value
 
   
Aerospace and Defense – 2.71%
     
  13,753  
Lockheed Martin Corp.
  $ 1,327,440  
               
     
Automotive Parts and Accessories – Retail – 4.08%
       
  24,180  
Advance Auto Parts, Inc.
    1,998,477  
               
     
Business Services – 2.31%
       
  5,300  
International Business Machines Corp.
    1,130,490  
               
     
Computer and Electronic
       
     
  Product Manufacturing – 14.28%
       
  6,270  
Apple, Inc.
    2,775,290  
  88,615  
NCR Corp. (a)
    2,442,230  
  2,650  
Samsung Electronics Co., Ltd. (c)
    1,780,800  
            6,998,320  
     
Conglomerates – 3.04%
       
  14,307  
Berkshire Hathaway, Inc. – Class B (a)
    1,490,789  
               
     
Direct Health and Medical
       
     
  Insurance Carriers – 2.65%
       
  25,000  
Aflac, Inc.
    1,300,500  
               
     
Drug Distribution – Wholesale – 3.68%
       
  16,681  
McKesson Corp.
    1,800,881  
               
     
Drug Stores – 4.21%
       
  37,499  
CVS Caremark Corp.
    2,062,070  
               
     
General Merchandise Stores – 4.29%
       
  41,545  
Dollar General Corp. (a)
    2,101,346  
               
     
Gold Ore Mining – 3.42%
       
  57,011  
Barrick Gold Corp. (b)
    1,676,123  
               
     
Life Science Tools – 1.13%
       
  8,583  
Life Technologies Corp. (a)
    554,719  
               
     
Oil and Gas Support Services – 6.92%
       
  14,800  
Apache Corp.
    1,141,968  
  55,647  
Halliburton Co.
    2,248,695  
            3,390,663  
     
Petroleum Refining – 3.98%
       
  10,833  
Chevron Corp.
    1,287,177  

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

 
11
 
 
S CHARF F UND

SCHEDULE OF INVESTMENTS at March 31, 2013 (Unaudited), Continued
Shares
     
Value
 
   
Petroleum Refining – 3.98% (Continued)
     
  13,826  
Total SA – ADR
  $ 663,372  
            1,950,549  
     
Pharmaceutical Preparation
       
     
  and Manufacturing – 7.44%
       
  6,939  
Johnson & Johnson
    565,737  
  26,915  
Novartis AG – ADR
    1,917,425  
  22,791  
Sanofi – ADR
    1,164,164  
            3,647,326  
     
Property and Casualty Insurance – 3.46%
       
  43,677  
American International Group, Inc. (a)
    1,695,541  
               
     
Rail Transportation – 2.66%
       
  9,991  
Canadian Pacific Railway Ltd. (b)
    1,303,526  
               
     
Scientific Instrument Manufacturing – 2.87%
       
  18,382  
Thermo Fisher Scientific, Inc.
    1,406,039  
               
     
Software Publishers – 11.73%
       
  39,467  
Check Point Software Technologies Ltd. (a)(b)
    1,854,554  
  71,853  
Microsoft Corp.
    2,055,714  
  56,744  
Oracle Corp.
    1,835,101  
            5,745,369  
     
Wireless Telecomm Carriers – 3.29%
       
  56,682  
Vodafone Group PLC – ADR
    1,610,336  
     
TOTAL COMMON STOCKS
       
     
  (Cost $38,953,594)
    43,190,504  
               
     
EXCHANGE-TRADED FUNDS – 5.24%
       
  18,308  
Market Vectors Gold Miners ETF
    692,958  
     
Miscellaneous Investments (d)
    1,874,573  
     
TOTAL EXCHANGE-TRADED FUNDS
       
     
  (Cost $2,389,972)
    2,567,531  
 
 

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

 
12
 
 
S CHARF F UND

 
SCHEDULE OF INVESTMENTS at March 31, 2013 (Unaudited), Continued  
Shares
 
SHORT-TERM INVESTMENTS – 6.35%
 
Value
 
  3,113,834  
First American Tax Free
     
     
  Obligations – Class Z, 0.00% (e)(f)
  $ 3,113,834  
     
TOTAL SHORT-TERM INVESTMENTS
       
     
  (Cost $3,113,834)
    3,113,834  
     
Total Investments in Securities
       
     
 (Cost $44,457,400) – 99.74%
    48,871,869  
     
Other Assets in Excess of Liabilities – 0.26%
    127,247  
     
NET ASSETS – 100.00%
  $ 48,999,116  


SCHEDULE OF OPTIONS WRITTEN at March 31, 2013 (Unaudited)
     
OPTIONS WRITTEN
     
     
Options Written (d)
  $ 76,790  
     
TOTAL OPTIONS WRITTEN
       
     
  (Premiums received $102,825)
  $ 76,790  
 
 
ADR
American Depository Receipt
ETF
Exchange-Traded Fund
(a)
Non-income producing security.
(b)
U.S. traded security of a foreign issuer.
(c)
Foreign issuer.
(d)
Represents previously undisclosed securities which the Fund has held for less than one year.
(e)
Rate shown is the 7-day annualized yield as of March 31, 2013.
(f)
A portion of this security is pledged as collateral for written options.



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

 
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S CHARF B ALANCED O PPORTUNITY F UND

 
SCHEDULE OF INVESTMENTS at March 31, 2013 (Unaudited)
Shares
 
COMMON STOCKS – 63.47%
 
Value
 
   
Aerospace and Defense – 1.62%
     
  2,074  
Lockheed Martin Corp.
  $ 200,183  
               
     
Automotive Parts and Accessories – Retail – 3.05%
       
  4,566  
Advance Auto Parts, Inc.
    377,380  
               
     
Business Services – 2.07%
       
  1,197  
International Business Machines Corp.
    255,320  
               
     
Computer and Electronic
       
     
  Product Manufacturing – 7.09%
       
  1,027  
Apple, Inc.
    454,581  
  15,266  
NCR Corp. (a)
    420,731  
            875,312  
     
Conglomerates – 2.09%
       
  2,477  
Berkshire Hathaway, Inc. – Class B (a)
    258,103  
               
     
Direct Health and Medical
       
     
  Insurance Carriers – 1.67%
       
  3,968  
Aflac, Inc.
    206,415  
               
     
Drug Distribution – Wholesale – 3.03%
       
  3,464  
McKesson Corp.
    373,974  
               
     
Drug Stores – 3.03%
       
  6,813  
CVS Caremark Corp.
    374,647  
               
     
General Merchandise Stores – 3.05%
       
  7,460  
Dollar General Corp. (a)
    377,327  
               
     
Gold Ore Mining – 2.66%
       
  11,181  
Barrick Gold Corp. (b)
    328,721  
               
     
Oil and Gas Support Services – 5.98%
       
  4,021  
Apache Corp.
    310,260  
  10,604  
Halliburton Co.
    428,508  
            738,768  
     
Petroleum Refining – 3.26%
       
  2,196  
Chevron Corp.
    260,929  
  2,952  
Total SA – ADR
    141,637  
            402,566  
     
Pharmaceutical Preparation
       
     
  and Manufacturing – 5.22%
       
  963  
Johnson & Johnson
    78,513  
  4,951  
Novartis AG – ADR
    352,709  
 
 
The accompanying notes are an integral part of these financial statements.

 
14
 
 
S CHARF B ALANCED O PPORTUNITY F UND

 
SCHEDULE OF INVESTMENTS at March 31, 2013 (Unaudited), Continued
Shares
     
Value
 
   
Pharmaceutical Preparation
     
   
  and Manufacturing – 5.22% (Continued)
     
  4,182  
Sanofi – ADR
  $ 213,617  
            644,839  
     
Property and Casualty Insurance – 2.93%
       
  9,337  
American International Group, Inc. (a)
    362,462  
               
     
Rail Transportation – 2.51%
       
  2,372  
Canadian Pacific Railway Ltd. (b)
    309,475  
               
     
Restaurants – 0.89%
       
  1,106  
McDonald’s Corp.
    110,257  
               
     
Scientific Instrument Manufacturing – 2.28%
       
  3,685  
Thermo Fisher Scientific, Inc.
    281,866  
               
     
Software Publishers – 8.28%
       
  6,470  
Check Point Software Technologies Ltd. (a)(b)
    304,025  
  15,869  
Microsoft Corp.
    454,012  
  8,194  
Oracle Corp.
    264,994  
            1,023,031  
     
Wireless Telecomm Carriers – 2.76%
       
  12,003  
Vodafone Group PLC – ADR
    341,005  
     
TOTAL COMMON STOCKS
       
     
  (Cost $6,606,647)
    7,841,651  
               
     
PREFERRED STOCKS – 6.67%
       
     
Closed-End Funds – 3.43%
       
  7,282  
GDL Fund – Series B
    365,921  
  5,698  
Nuveen Connecticut Premium Income
       
     
  Municipal Fund – Series 2015
    57,407  
            423,328  
     
Investment Banking and Brokerage – 2.84%
       
  14,811  
Goldman Sachs Group, Inc. – Series B
    351,169  
               
     
Utilities – 0.40%
       
  2,000  
SCE Trust II
    49,980  
     
TOTAL PREFERRED STOCKS
       
     
  (Cost $744,265)
    824,477  

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

 
15
 
 
S CHARF B ALANCED O PPORTUNITY F UND

 
SCHEDULE OF INVESTMENTS at March 31, 2013 (Unaudited), Continued
Shares
 
ROYALTY TRUSTS – 1.73%
 
Value
 
   
Oil and Gas Support Services – 1.73%
     
  14,600  
SandRidge Permian Trust
  $ 214,036  
     
TOTAL ROYALTY TRUSTS
       
     
  (Cost $253,572)
    214,036  
               
     
EXCHANGE-TRADED FUNDS – 4.29%
       
  3,952  
Market Vectors Gold Miners ETF
    149,583  
     
Miscellaneous Investments (c)
    380,545  
     
TOTAL EXCHANGE-TRADED FUNDS
       
     
  (Cost $530,906)
    530,128  
               
Principal
           
Amount
 
CORPORATE BONDS – 0.70%
       
     
Automotive Parts and Accessories – Retail – 0.45%
       
     
Advanced Auto Parts, Inc.
       
$ 50,000  
  5.75%, 5/1/2020
    55,300  
     
Communication Equipment – 0.25%
       
     
Nokia Corp. – ADR
       
  33,000  
  5.375%, 5/15/2019
    31,598  
     
TOTAL CORPORATE BONDS
       
     
  (Cost $86,448)
    86,898  
               
     
MUNICIPAL BONDS – 5.61%
       
     
California Health Facilities Financing Authority Insured
       
     
  Revenue, Revenue Bonds, Persons with Disabilities
       
  25,000  
  7.875%, 2/1/2026, Series 2011B
    29,148  
     
California State, General Obligation, Highway Safety,
       
     
  Traffic Reduction, Air Quality and Port Security Bonds
       
  65,000  
  6.509%, 4/1/2039, Series 2009B
    75,883  
     
California State, Various Purpose
       
  125,000  
  6.20%, 10/1/2019
    153,322  
  75,000  
  6.65%, 3/1/2022, Series 2010
    94,641  
  230,000  
  7.95%, 3/1/2036, Series 2010
    288,004  
            535,967  

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

 
16
 
 
S CHARF B ALANCED O PPORTUNITY F UND

 
SCHEDULE OF INVESTMENTS at March 31, 2013 (Unaudited), Continued
Shares
 
MUNICIPAL BONDS – 5.61%, Continued
 
Value
 
   
State of Michigan, General Obligation,
     
   
  School Loan and Refunding Bond
     
  40,000  
  6.95%, 11/1/2020, Series 2009A
  $ 52,638  
     
TOTAL MUNICIPAL BONDS
       
     
  (Cost $686,021)
    693,636  
               
     
SHORT-TERM INVESTMENTS – 17.58%
       
  2,171,762  
First American Tax Free
       
     
  Obligations Fund – Class Z, 0.00% (d)
    2,171,762  
     
TOTAL SHORT-TERM INVESTMENTS
       
     
  (Cost $2,171,762)
    2,171,762  
     
Total Investments in Securities
       
     
  (Cost $11,079,621) – 100.05%
    12,362,588  
     
Liabilities in Excess of Other Assets – (0.05)%
    (5,907 )
     
NET ASSETS – 100.00%
  $ 12,356,681  

ADR
American Depository Receipt
ETF
Exchange-Traded Fund
(a)
Non-income producing security.
(b)
U.S. traded security of a foreign issuer.
(c)
Represents previously undisclosed securities which the Fund has held for less than one year.
(d)
Rate shown is the 7-day annualized yield as of March 31, 2013.

 
 

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

 
17
 
 
S CHARF F UNDS

 
STATEMENTS OF ASSETS AND LIABILITIES at March 31, 2013 (Unaudited)
         
Scharf Balanced
 
   
Scharf Fund
   
Opportunity Fund
 
ASSETS
           
Investments in securities, at value (identified
           
  cost $44,457,400 and $11,079,621, respectively)
  $ 48,871,869     $ 12,362,588  
Receivables:
               
Fund shares issued
    563,493       —  
Dividends and interest
    85,130       28,597  
Dividend tax reclaim
    343       81  
Investments sold
    —       35,432  
Prepaid expenses
    33,935       21,684  
Total assets
    49,554,770       12,448,382  
LIABILITIES
               
Options written, at value
               
  (proceeds $102,825 and $0, respectively)
    76,790       —  
Payables:
               
Investments purchased
    399,563       56,463  
Advisory fees
    31,407       —  
Administration and fund accounting fees
    17,072       13,381  
Audit fees
    8,981       4,875  
Transfer agent fees and expenses
    8,515       4,486  
Legal fees
    4,004       2,618  
Shareholder reporting
    3,391       2,159  
Chief Compliance Officer fee
    3,242       2,195  
Shareholder servicing fees
    1,995       934  
Fund shares redeemed
    400       —  
Due to Adviser (Note 4)
    —       2,270  
Custody fees
    —       1,355  
Accrued other expenses
    294       965  
Total liabilities
    555,654       91,701  
NET ASSETS
  $ 48,999,116     $ 12,356,681  
CALCULATION OF NET ASSET VALUE PER SHARE
               
Net assets applicable to shares outstanding
  $ 48,999,116     $ 12,356,681  
Shares issued and outstanding [unlimited number
               
  of shares (par value $0.01) authorized]
    1,674,780       490,063  
Net asset value, offering and redemption price per share
  $ 29.26     $ 25.21  
COMPOSITION OF NET ASSETS
               
Paid-in capital
  $ 44,556,104     $ 10,972,270  
Undistributed net investment income
    48,815       21,202  
Accumulated net realized gain/(loss)
               
  from investments and options
    (46,322 )     80,238  
Net unrealized appreciation on:
               
Investments and foreign currency
    4,414,484       1,282,971  
Written options
    26,035       —  
Net unrealized appreciation on investments,
               
  foreign currency and options
    4,440,519       1,282,971  
Net assets
  $ 48,999,116     $ 12,356,681  

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

 
18
 
 
S CHARF F UNDS

 
STATEMENTS OF OPERATIONS For the Period Ended March 31, 2013 (Unaudited)
         
Scharf Balanced*
 
   
Scharf Fund
   
Opportunity Fund
 
INVESTMENT INCOME
           
Income
           
Dividends (net of foreign tax withheld and issuance fees
           
  of $16,496, $718, $2,693, and $0, respectively)
  $ 340,066     $ 45,650  
Interest
    19       6,641  
Total income
    340,085       52,291  
Expenses
               
Advisory fees (Note 4)
    210,358       25,648  
Adminstration and fund accounting fees (Note 4)
    25,650       13,381  
Shareholder servicing fees (Note 5)
    21,248       2,591  
Registration fees
    16,349       597  
Transfer agent fees and expenses (Note 4)
    12,003       4,486  
Audit fees
    8,981       4,876  
Chief Compliance Officer fee (Note 4)
    5,242       2,195  
Legal fees
    5,161       2,618  
Custody fees (Note 4)
    3,997       1,756  
Trustee fees
    2,889       985  
Reports to shareholders
    2,624       2,159  
Insurance expense
    1,678       802  
Miscellaneous expenses
    1,057       499  
Total expenses
    317,237       62,593  
Less: advisory fee waiver and
               
  expense reimbursement (Note 4)
    (51,634 )     (31,504 )
Net expenses
    265,603       31,089  
Net investment income
    74,482       21,202  
                 
REALIZED AND UNREALIZED GAIN/(LOSS)
               
  ON INVESTMENTS AND OPTIONS
               
Net realized gain/(loss) on:
               
Investments
    72,920       80,238  
Purchased options
    (109,552 )     —  
Net change in unrealized appreciation on:
               
Investments
    2,812,782       1,282,971  
Purchased options
    40,533       —  
Written options
    26,035       —  
Net realized and unrealized gain on investments and options
    2,842,718       1,363,209  
Net Increase in Net Assets Resulting from Operations
  $ 2,917,200     $ 1,384,411  

*  Commencement of operations on December 31, 2012.


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

 
19
 
 
S CHARF F UND

 
STATEMENTS OF CHANGES IN NET ASSETS
   
Six Months Ended
   
December 30, 2011**
 
   
March 31, 2013
   
to
 
   
(Unaudited)
   
September 30, 2012
 
INCREASE IN NET ASSETS FROM:
           
OPERATIONS
           
Net investment income
  $ 74,482     $ 97,338  
Net realized gain/(loss) from investments and options
    (36,632 )     56,698  
Net change in unrealized appreciation/(depreciation) on:
               
Investments
    2,812,782       1,601,702  
Purchased options
    40,533       (40,533 )
Written options
    26,035       —  
Net increase in net assets resulting from operations
    2,917,200       1,715,205  
DISTRIBUTIONS TO SHAREHOLDERS
               
From net investment income
    (123,005 )     —  
From net realized gain on investments
    (66,388 )     —  
Total distributions to shareholders
    (189,393 )     —  
CAPITAL SHARE TRANSACTIONS
               
Net increase in net assets derived from
               
  net change in outstanding shares (a)
    8,392,957       36,163,147  
Total increase in net assets
    11,120,764       37,878,352  
NET ASSETS
               
Beginning of period
    37,878,352       —  
End of period
  $ 48,999,116     $ 37,878,352  
Undistributed net investment income
  $ 48,815     $ 97,338  

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

     
Six Months Ended
   
December 30, 2011**
 
     
March 31, 2013
   
to
 
     
(Unaudited)
   
September 30, 2012
 
     
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
 
Shares sold
    721,251     $ 20,127,481       1,430,497     $ 37,536,466  
 
Shares issued on
                               
 
  reinvestments of distributions
    6,787       186,573                  
 
Shares redeemed*
    (432,338 )     (11,921,097 )     (51,417 )     (1,373,319 )
 
Net increase
    295,700     $ 8,392,957       1,379,080     $ 36,163,147  
*  Net of redemption fees of           $ 5,337             $ 2,290  

**  Commencement of operations.
 

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

 
20
 
 
S CHARF B ALANCED O PPORTUNITY F UND

 
STATEMENT OF CHANGES IN NET ASSETS
   
December 31, 2012*
 
   
to
 
   
March 31, 2013
 
   
(Unaudited)
 
INCREASE IN NET ASSETS FROM:
     
OPERATIONS
     
Net investment income
  $ 21,202  
Net realized gain from investments and options
    80,238  
Net change in unrealized appreciation on investments
    1,282,971  
Net increase in net assets resulting from operations
    1,384,411  
CAPITAL SHARE TRANSACTIONS
       
Net increase in net assets derived from
       
  net change in outstanding shares (a)
    10,972,270  
Total increase in net assets
    12,356,681  
NET ASSETS
       
Beginning of period
    —  
End of period
  $ 12,356,681  
Undistributed net investment income
  $ 21,202  

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

     
December 31, 2012*
 
     
to
 
     
March 31, 2013
 
     
(Unaudited)
 
     
Shares
   
Paid-in Capital
 
 
Shares sold
    498,127     $ 11,171,938  
 
Shares redeemed
    (8,064 )     (199,668 )
 
Net increase
    490,063     $ 10,972,270  

*  Commencement of operations.

 

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

 
21
 
 
S CHARF F UND

 
FINANCIAL HIGHLIGHTS For a share outstanding throughout each period
   
Six Months Ended
   
December 30, 2011*
 
   
March 31, 2013
   
to
 
   
(Unaudited)
   
September 30, 2012
 
Net asset value, beginning of period
  $ 27.47     $ 24.00  
                 
Income from investment operations:
               
Net investment income
 
0.05
^  
0.14
^
Net realized and unrealized
               
  gain on investments and options
    1.85       3.33  
Total from investment operations
    1.90       3.47  
Less distributions:
               
From net investment income
    (0.07 )     —  
From net realized gain on investments
    (0.04 )     —  
Total distributions
    (0.11 )     —  
Paid-in capital from redemption fees
 
0.00
^#  
0.00
^#
Net asset value, end of period
  $ 29.26     $ 27.47  
                 
Total return
    6.96 %‡     14.46 %‡
                 
Ratios/supplemental data:
               
Net assets, end of period (thousands)
  $ 48,999     $ 37,878  
Ratio of expenses to average net assets:
               
Before fee waivers
    1.49 %†     1.88 %†
After fee waivers
    1.25 %†     1.25 %†
Ratio of net investment income to average net assets:
               
Before fee waivers
    0.11 %†     0.07 %†
After fee waivers
    0.35 %†     0.70 %†
Portfolio turnover rate
    24.70 %‡     21.75 %‡

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

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

 
22
 
 
S CHARF B ALANCED O PPORTUNITY F UND

 
FINANCIAL HIGHLIGHTS For a share outstanding throughout the period
   
December 31, 2012*
 
   
to
 
   
March 31, 2013
 
   
(Unaudited)
 
Net asset value, beginning of period
  $ 24.00  
         
Income from investment operations:
       
Net investment income
 
0.05
^
Net realized and unrealized gain on investments and options
    1.16  
Total from investment operations
    1.21  
Net asset value, end of period
  $ 25.21  
         
Total return
    5.04 %‡
         
Ratios/supplemental data:
       
Net assets, end of period (thousands)
  $ 12,357  
Ratio of expenses to average net assets:
       
Before fee waivers
    2.42 %†
After fee waivers
    1.20 %†
Ratio of net investment income/(loss) to average net assets:
       
Before fee waivers
    (0.40 )%†
After fee waivers
    0.82 %†
Portfolio turnover rate
    5.29 %‡

*
Commencement of operations.
^
Based on average shares outstanding.
†
Annualized.
‡
Not annualized.
 

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

 
23
 
 
S CHARF F UNDS

 
NOTES TO FINANCIAL STATEMENTS at March 31, 2013 (Unaudited)
NOTE 1 – ORGANIZATION
 
The Scharf Fund and the Scharf Balanced Opportunity Fund (each a “Fund” and collectively, the “Funds”) are each a diversified series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”) as an open-end management investment company.  The investment objective of the Scharf Fund is to seek long-term capital appreciation.  The investment objective of the Scharf Balanced Opportunity Fund is to seek long-term capital appreciation and income.  The Scharf Fund commenced operations on December 30, 2011. The Scharf Balanced Opportunity Fund commenced operations on December 31, 2012.
 
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of significant accounting policies consistently followed by the Funds. These policies are in conformity with accounting principles generally accepted in the United States of America.
 
A.
Security Valuation: All investments in securities are recorded at their estimated fair value, as described in note 3.
   
B.
Federal Income Taxes: It is the Funds’ policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no Federal income or excise tax provision is required.
   
 
The Funds recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities.  Management has analyzed the Scharf Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for the open tax year 2012, or expected to be taken in the Fund’s 2013 tax returns.  Management has analyzed the Scharf Balanced Opportunity’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Fund’s 2013 tax returns.  The Funds identify their major tax jurisdictions as U.S. Federal and the state of Wisconsin; however, the Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
   
C.
Securities Transactions, Income and Distributions: Securities transactions are accounted for on the trade date. Realized gains and losses on securities sold are calculated on the basis of specified cost.  Interest income is recorded on an
 

 
24
 
 
S CHARF F UNDS

 
NOTES TO FINANCIAL STATEMENTS at March 31, 2013 (Unaudited), Continued
 
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 each Fund's understanding of the applicable country’s tax rules and rates.
   
 
The Funds distribute substantially all net investment income, if any, and net realized capital gains, if any, annually.  The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations, which differs from accounting principles generally accepted in the United States of America.  To the extent these book/tax differences are permanent, such amounts are reclassified within the capital accounts based on their Federal tax treatment.
   
 
Each Fund is charged for those expenses that are directly attributable to the Fund, such as investment advisory, custody and transfer agent fees. Expenses that are not attributable to a Fund are typically allocated among the Funds in proportion to their respective net assets.
   
D.
Reclassification of Capital Accounts: Accounting principles generally accepted in the United States of America require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share.
   
E.
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.
   
F.
Redemption Fees: The Scharf Fund charges a 2.00% redemption fee to shareholders who redeem shares held for 60 days or less. The Scharf Balanced Opportunity Fund charges a 2.00% redemption fee to shareholders who redeem shares held for 15 days or less. Such fees are retained by the Funds and accounted for as an addition to paid-in capital. During the period ended March 31, 2013, the Scharf Fund and the Scharf Balanced Opportunity Fund retained $5,337 and $0 in redemption fees, respectively.
   
G.
Derivatives: The Funds have adopted the financial accounting reporting rules as required by the Derivatives and Hedging Topic of the FASB Accounting Standards Codification. The Funds are required to include enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity's results of operations and financial position.
 

 
25
 
 
S CHARF F UNDS

 
NOTES TO FINANCIAL STATEMENTS at March 31, 2013 (Unaudited), Continued
 
The Funds may utilize options for hedging purposes as well as direct investment. Some options strategies, including buying puts, tend to hedge the Funds’ investments against price fluctuations. Other strategies, such as writing puts and calls and buying calls, tend to increase market exposure. Options contracts may be combined with each other in order to adjust the risk and return characteristics of each Fund’s overall strategy in a manner deemed appropriate to the Adviser and consistent with each Fund’s investment objective and policies. When a call or put option is written, an amount equal to the premium received is recorded as a liability. The liability is marked-to-market daily to reflect the current fair value of the written option. When a written option expires, a gain is realized in the amount of the premium originally received. If a closing purchase contract is entered into, a gain or loss is realized in the amount of the original premium less the cost of the closing transaction. If a written call option is exercised, a gain or loss is realized from the sale of the underlying security, and the proceeds from such sale are increased by the premium originally received. If a written option is exercised, the amount of the premium originally received reduces the cost of the security which is purchased upon the exercise of the option.
   
 
With options, there is minimal counterparty credit risk to the Funds since the options are covered or secured, which means that the Funds will own the underlying security or, to the extent they do not hold such a portfolio, will maintain a segregated account with the Funds’ custodian consisting of high quality liquid debt obligations equal to the market value of the option, marked to market daily.
   
 
Options purchased are recorded as investments and marked-to-market daily to reflect the current fair value of the option contract. If an option purchased expires, a loss is realized in the amount of the cost of the option contract. If a closing transaction is entered into, a gain or loss is realized to the extent that the proceeds from the sale are greater or less than the cost of the option. If a purchase put option is exercised, a gain or loss is realized from the sale of the underlying security by adjusting the proceeds from such sale by the amount of the premium originally paid. If a purchased call option is exercised, the cost of the security purchased upon exercise is increased by the premium originally paid.
   
 
The Scharf Balanced Opportunity Fund did not invest in derivative instruments during the period ended March 31, 2013.
   
 
As of March 31, 2013, the location of derivatives in the statements of assets and liabilities and the value of the derivative instruments categorized by risk exposure is as follows:
 

 
26
 
 
S CHARF F UNDS

 
NOTES TO FINANCIAL STATEMENTS at March 31, 2013 (Unaudited), Continued
Scharf Fund
 
 
Derivative Type
Statements of Assets and Liabilities Location
Value
 
Equity Contract
Net Assets – net unrealized
 
   
  appreciation on written options
$26,035
 
Equity Contract
Options Written, at fair value
  76,790
 
 
The effect of derivative instruments on the statement of operations for the period ended March 31, 2013 is as follows:
 
 
Derivative Type
Location of Gain (Loss) on Derivatives Recognized in Income
Value
 
Equity Contract
Change in realized loss on purchased options
$(109,552)
 
Equity Contract
Change in unrealized appreciation
 
   
  on purchased options
     40,533
 
Equity Contract
Change in unrealized appreciation
     26,035
 
 
The average monthly market values of purchased and written options during the period ended March 31, 2013 for the Scharf Fund was $24,596 and $40,723, respectively.  
   
 
Transactions in written options contracts for the period ended March 31, 2013, are as follows:
 
 
Scharf Fund
               
     
Contracts
      Premiums Received  
 
Beginning Balance
    —       $ —    
 
Options Written
    93         102,825    
 
Outstanding at March 31, 2013
    93       $ 102,825    

H.
Events Subsequent to the Fiscal Period End:   In preparing the financial statements as of March 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
 

 
27
 
 
S CHARF F UNDS

 
NOTES TO FINANCIAL STATEMENTS at March 31, 2013 (Unaudited), Continued
   
inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
     
 
Level 3 –
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds’ 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 and exchange-traded funds, 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.
 
Fixed Income Securities:   Debt securities, such as corporate bonds, asset backed securities, municipal bonds, and U.S. government agency issues are valued at market on the basis of valuations furnished by an independent pricing service which utilizes both dealer-supplied valuations and formula-based techniques.  The pricing service may consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads, and fundamental data relating to the issuer.  In addition, the model may incorporate market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data.  Certain securities are valued principally using dealer quotations.  These securities will generally be classified in level 2 of the fair value hierarchy.
 
Options: Listed options that are actively traded are valued based on quoted prices from the exchange and are categorized in level 1 of the fair value hierarchy.
 
Securities for which market quotations are not readily available or if the closing price does not represent fair value, are valued following procedures approved by the Board of Trustees (“Board”).  These procedures consider many factors, including the type
 

 
28
 
 
S CHARF F UNDS

 
NOTES TO FINANCIAL STATEMENTS at March 31, 2013 (Unaudited), Continued
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.
 
Short-Term Securities: Short-term securities having a maturity of 60 days or less are valued at amortized cost, which approximates market value.  To the extent the inputs are observable and timely, these securities would be classified in level 2 of the fair value hierarchy.
 
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.  The following is a summary of the inputs used to value the Funds’ securities as of March 31, 2013:
 
Scharf Fund
 
Assets:
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
                       
  Consumer Discretionary
  $ 1,998,477     $ —     $ —     $ 1,998,477  
  Consumer Staples
    2,062,070       —       —       2,062,070  
  Defense
    1,327,440       —       —       1,327,440  
  Energy
    4,199,244       —       —       4,199,244  
  Finance and Insurance
    4,486,830       —       —       4,486,830  
  Healthcare
    7,408,965       —       —       7,408,965  
  Industrial
    1,303,526       —       —       1,303,526  
  Information Technology
    13,874,179       —       —       13,874,179  
  Mining
    2,818,091       —       —       2,818,091  
  Retail Trade
    2,101,346       —       —       2,101,346  
  Telecommunications
    1,610,336       —       —       1,610,336  
Total Common Stocks
    43,190,504       —       —       43,190,504  
Exchange-Traded Funds
    2,567,531       —       —       2,567,531  
Short-Term Investments
    3,113,834       —       —       3,113,834  
Total Investments in Securities
  $ 48,871,869     $ —     $ —     $ 48,871,869  
                                 
Liabilities:
                               
  Options Written
  $ 76,790     $ —     $ —     $ 76,790  
Total Liabilities
  $ 76,790     $ —     $ —     $ 76,790  
 

 
29
 
 
S CHARF F UNDS

 
NOTES TO FINANCIAL STATEMENTS at March 31, 2013 (Unaudited), Continued
Scharf Balanced Opportunity Fund
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
                       
  Consumer Discretionary
  $ 377,380     $ —     $ —     $ 377,380  
  Consumer Staples
    374,647       —       —       374,647  
  Defense
    200,182       —       —       200,182  
  Energy
    831,073       —       —       831,073  
  Finance and Insurance
    826,981       —       —       826,981  
  Food Services
    110,257       —       —       110,257  
  Healthcare
    1,300,679       —       —       1,300,679  
  Industrial
    309,475       —       —       309,475  
  Information Technology
    2,153,663       —       —       2,153,663  
  Mining
    638,982       —       —       638,982  
  Retail Trade
    377,327       —       —       377,327  
  Telecommunications
    341,005       —       —       341,005  
Total Common Stocks
    7,841,651       —       —       7,841,651  
Preferred Stocks
                               
  Closed-End Funds
    423,328       —       —       423,328  
  Finance and Insurance
    351,169       —       —       351,169  
  Utilities
    49,980       —       —       49,980  
Total Preferred Stocks
    824,477       —       —       824,477  
Royalty Trusts
                               
   Mining
    214,036       —       —       214,036  
Total Royalty Trusts
    214,036       —       —       214,036  
Exchange-Traded Funds
    530,128       —       —       530,128  
Fixed Income
                               
  Corporate Bonds
    —       86,898       —       86,898  
  Municipal Bonds
    —       693,636       —       693,636  
Total Fixed Income
    —       780,534       —       780,534  
Short-Term Investments
    2,171,762       —       —       2,171,762  
Total Investments in Securities
  $ 11,582,054     $ 780,534     $ —     $ 12,362,588  

Refer to the Funds’ Schedule of Investments for a detailed break-out of securities by industry classification. Transfers between levels are recognized at March 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 period ended March 31, 2013.

 
30
 
 
S CHARF F UNDS

 
NOTES TO FINANCIAL STATEMENTS at March 31, 2013 (Unaudited), Continued
In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11 related to disclosures about offsetting assets and liabilities. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. The Fund is currently evaluating the impact ASU 2011-11 will have on the financial statement disclosures.
 
NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
 
The Funds have an investment advisory agreement with Scharf Investments, LLC (the “Adviser”) pursuant to which the Adviser is responsible for providing investment management services to the Funds.  The Adviser furnished all investment advice, office space and facilities, and provides most of the personnel needed by each Fund.  As compensation for its services, the Adviser is entitled to a fee, computed daily and payable monthly.  The Funds pay fees calculated at an annual rate of 0.99% based upon the average daily net assets of each Fund.  For the period ended March 31, 2013, the Scharf Fund and the Scharf Balanced Opportunity Fund incurred $210,358 and $25,648, respectively, in advisory fees.
 
The Funds are responsible for their own operating expenses. The Adviser has agreed to reduce fees payable to it by the Funds and to pay Fund operating expenses to the extent necessary to limit the Scharf Fund and the Scharf Balanced Opportunity Fund’s aggregate annual operating expenses to 1.25% and 1.20%, respectively, of average daily net assets of the Funds.  Any such reduction made by the Adviser in its fees or payment of expenses which are the Funds’ obligation are subject to reimbursement by the Funds to the Adviser, if so requested by the Adviser, 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 Fund expenses.  The Adviser is permitted to be reimbursed only for fee reductions and expense payments made in the previous three fiscal years.  Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Funds’ payment of current ordinary operating expenses.  For the period ended March 31, 2013, the Adviser reduced its fees in the amount of $51,634 for the Scharf Fund and $31,504 for the Scharf Balanced Opportunity Fund.
 

 
31
 
 
S CHARF F UNDS

 
NOTES TO FINANCIAL STATEMENTS at March 31, 2013 (Unaudited), Continued
The expense limitation will remain in effect through at least January 27, 2014, and may be terminated only by the Trust’s Board of Trustees.  Cumulative expenses subject to recapture expire as follows:
 
           
Scharf Balanced
   
 
Scharf Fund
   
Opportunity Fund
   
 
Year
 
Amount
   
Year
   
Amount
   
 
2015
  $ 88,081     2016     $ 31,504    
 
2016
    51,634             $ 31,504    
      $ 139,715                    

U.S. Bancorp Fund Services, LLC (the “Administrator”) acts as the Funds’ Administrator under an Administration Agreement. The Administrator prepares various federal and state regulatory filings, reports and returns for the Funds; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Funds’ custodian, transfer agent and accountants; coordinates the preparation and payment of the Funds’ expenses and reviews the Funds’ expense accruals U.S. Bancorp Fund Services, LLC (“USBFS” or the “Transfer Agent”) 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.
 
For the period ended March 31, 2013, the Funds incurred the following expenses for transfer agency, administration and fund accounting, Chief Compliance Officer fees, and custody:
 
           
Scharf Balanced
 
     
Scharf Fund
   
Opportunity Fund
 
 
Administration and Fund Accounting
  $ 25,650     $ 13,381  
 
Transfer Agency (a)
    5,860       3,023  
 
Chief Compliance Officer
    5,242       2,195  
 
Custody
    3,997       1,756  
                   
 
(a) Does not include out-of-pocket expenses
               
 
At March 31, 2013, the Funds had payables due to USBFS for administration and fund accounting, transfer agency and Chief Compliance Officer fees and to U.S. Bank, N.A. for custody fees in the following amounts:
 
           
Scharf Balanced
 
     
Scharf Fund
   
Opportunity Fund
 
 
Administration and Fund Accounting
  $ 17,072     $ 13,381  
 
Transfer Agency (a)
    3,710       3,023  
 
Chief Compliance Officer
    3,242       2,195  
 
Custody
    —       1,355  
                   
 
(a) Does not include out-of-pocket expenses
               
 

 
32
 
 
S CHARF F UNDS

 
NOTES TO FINANCIAL STATEMENTS at March 31, 2013 (Unaudited), Continued
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 Trust are employees of the Administrator.
 
NOTE 5 – SHAREHOLDER SERVICING FEE
 
The Funds have entered into a Shareholder Servicing Agreement (the “Agreement”) with the Adviser, under which the Funds may pay servicing fees at an annual rate of 0.10% of the average daily net assets of each Fund.  Payments to the Adviser under the Agreement may reimburse the Adviser for payments it makes to selected brokers, dealers and administrators which have entered into service agreements with the Adviser for services provided to shareholders of the Funds.  The services provided by such intermediaries are primarily designed to assist shareholders of the Funds and include the furnishing of office space and equipment, telephone facilities, personnel and assistance to the Funds in servicing such shareholders.  Services provided by such intermediaries also include the provision of support services to the Funds and include establishing and maintaining shareholders’ accounts and record processing, purchase and redemption transactions, answering routine client inquiries regarding the Funds, and providing such other personal services to shareholders as the Funds may reasonably request.  For the period ended March 31, 2013, the Scharf Fund and the Scharf Balanced Opportunity Fund incurred shareholder servicing fees of $21,248 and $2,591, respectively, under the Agreement.
 
NOTE 6 – PURCHASES AND SALES OF SECURITIES
 
For the period ended March 31, 2013, the cost of purchases and the proceeds from sales of securities (excluding short-term securities) for the Scharf Fund were $21,385,338 and $9,637,779, respectively.
 
For the period ended March 31, 2013, the cost of purchases, including in-kind purchase transactions, and the proceeds from sales of securities (excluding short-term securities) for the Scharf Balanced Opportunity Fund were $9,271,642 and $442,567, respectively.
 

 
33
 
 
S CHARF F UNDS

 
NOTES TO FINANCIAL STATEMENTS at March 31, 2013 (Unaudited), Continued
NOTE 7 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
 
As of September 30, 2012, the Scharf Fund’s most recently completed fiscal year end, the components of accumulated earnings/(losses) on a tax basis were as follows:
 
Scharf Fund
     
Cost of investments
  $ 36,316,338  
Gross tax unrealized appreciation
    1,989,610  
Gross tax unrealized depreciation
    (438,109 )
Net tax unrealized appreciation
    1,551,501  
Undistributed ordinary Income
    163,712  
Undistributed long-term capital gains
    —  
Total distributable earnings
    163,712  
Other accumulated gains/(losses)
    (8 )
Total accumulated earnings/(losses)
  $ 1,715,205  

The difference between book-basis and tax basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales.
 
The tax character of distributions paid during the six months ended March 31, 2013 and the year ended September 30, 2013 was as follows:
 
Scharf Fund
   
 
Six Months Ended
Year Ended
 
March 31, 2013
September 30, 2013
Net investment income
$189,393
$     —
 
Ordinary income distributions may include short-term capital gains.
 
The Balanced Opportunity Fund did not make any distribution during the period ended March 31, 2013.
 
The cost basis of investments for federal income tax purposes at March 31, 2013 for the Scharf Balanced Opportunity was as follows (because tax adjustments are calculated annually, these amounts do not reflect tax adjustments since the Fund did not have a full fiscal year):
 
Scharf Balanced Opportunity Fund
     
Cost of investments
  $ 11,079,621  
Gross tax unrealized appreciation
    1,539,857  
Gross tax unrealized depreciation
    (256,890 )
Net tax unrealized appreciation
  $ 1,282,967  


 
34
 
 
S CHARF F UNDS

 
NOTICE TO SHAREHOLDERS at March 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 1-866-572-4273 (1-866-5SCHARF) or on the U.S. Securities and Exchange Commission’s (“SEC”) 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
 
Information regarding how the Scharf Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1-866-572-4273 (1-866-5SCHARF). Furthermore, once filed, you can obtain the Scharf Balanced Opportunity Fund’s 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 by calling 1-866-572-4273 (1-866-5SCHARF).
 


 
35
 
 
S CHARF F UNDS

 
HOUSEHOLDING
In an effort to decrease costs, the Transfer Agent intends to reduce the number of duplicate prospectuses,  annual and semi-annual reports, proxy statement and other similar 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 1-866-572-4273 (1-866-5SCHARF) 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.
 
 
 
 
 
 

 

 
36
 
 
S CHARF F UNDS

 
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited)
At a meeting held on December 4-6, 2012, the Board of Trustees (“Board”) of Advisors Series Trust (the “Trust”), including all the persons who are Independent Trustees as defined under the Investment Company Act of 1940, as amended, considered and approved the initial Advisory Agreement between the Trust and Scharf Investments, LLC for the Scharf Balanced Opportunity Fund (the “Fund”) for a period not to exceed two years.  Prior to this meeting, the Board received and reviewed substantial information regarding the Fund, the Adviser and the services expected to be provided by the Adviser to the Fund under the Advisory Agreement.  This information formed the primary (but not exclusive) basis for the Board’s determinations.  Below is a summary of the factors considered by the Board and the conclusions that formed the basis for the Board’s approval of the initial Advisory Agreement:
 
The full Board, which includes a majority of Independent Trustees, took into consideration, among other things, the nature, extent and quality of the services to be provided by the Adviser under the Advisory Agreement.  The Board considered the Adviser’s specific responsibilities in all aspects of day-to-day management of the Fund.  The Board considered the qualifications, experience and responsibilities of the portfolio managers, as well as the responsibilities of other key personnel of the Adviser that would be involved in the day-to-day activities of the Fund, noting that the Adviser currently serves as investment adviser to another mutual fund within the Trust.  The Board also considered the resources and compliance structure of the Adviser, including information regarding its compliance program, its chief compliance officer and the Adviser’s compliance record and business continuity plan.  The Board also considered the Adviser’s business plan, noting that the Adviser currently manages another account with substantially similar objectives, policies, strategies and risks as the Fund.  After discussion, the Board concluded that the Adviser has the quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Advisory Agreement and that the nature, overall quality, cost and extent of such management services will be satisfactory.
 
The Trustees then discussed the expected costs of the services to be provided by the Adviser and the structure of the Adviser’s fees under the Advisory Agreement.  In considering the advisory fee and anticipated total fees and expenses of the Fund, the Board reviewed and compared the Fund’s anticipated fees and expenses to those funds in its Lipper peer group, as well as the fees and expenses for similar types of accounts managed by the Adviser.  The Board viewed such information as a whole as useful in assessing whether the Adviser would be able to provide services at a cost that was competitive with other similar funds and consistent with an arm’s length bargaining process.  The Trustees also took into account the proposed expense waivers.
 

 
37
 
 
S CHARF F UNDS

 
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued
The Board noted that the Adviser was agreeing to waive its advisory fees and reimburse the Fund for certain of its expenses to the extent necessary to maintain an annual expense ratio, excluding acquired fund fees and expenses, of 1.20% (the “Expense Cap”).
 
The Board noted that the Fund’s expected total operating expenses were above the peer group median and average. The Board also noted that the expected contractual advisory fee was above the peer group median and average and the Fund’s expected contractual advisory fee was in line with the fees charged by the Adviser to the other account with substantially similar objectives, policies, strategies and risks as the Fund.  The Board also considered that the Adviser was launching the Fund for its smaller advisory accounts which currently pay a higher management fee than the Fund’s expected contractual advisory fee.
 
The Board concluded that the fees to be paid to the Adviser were fair and reasonable.
 
The Board also considered economies of scale that would be expected to be realized by the Adviser as the assets of the Fund grew.  The Board noted that the Adviser would be contractually agreeing to reduce its advisory fees or reimburse Fund expenses indefinitely, but in no event for less than a one year term, so that the Fund does not exceed the Expense Cap.  The Board concluded that there were no effective economies of scale to be shared by the Adviser at this time, but indicated that this issue would be revisited in the future as circumstances changed and asset levels increased.
 
The Board then considered the profits expected to be realized by the Adviser from its relationship with the Fund.  The Board reviewed the Adviser’s financial information and took into account both the expected direct benefits and the indirect benefits to the Adviser from advising the Fund.  The Board considered the expected profitability to the Adviser from its relationship with the Fund and considered any additional benefits that may be derived by the Adviser from its relationship with the Fund.  After such review, the Board determined that the expected profitability to the Adviser with respect to the Advisory Agreement was not excessive, and that the Adviser should be able to maintain adequate profit levels to support the services it provides to the Fund.
 
No single factor was determinative of the Board’s decision to approve the Advisory Agreement; rather, the Trustees based their determination on the total mix of information available to them.  Based on a consideration of all the factors in their totality, the Trustees determined that the advisory arrangement with the Adviser, including advisory fees, was fair and reasonable to the Fund.  The Board, including a majority of Independent Trustees, therefore determined that the approval of the Advisory Agreement was in the best interests of the Fund and its shareholders.

 

 
38
 
 
S CHARF F UNDS


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.
 
 
 
 

 

 
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Investment Adviser
Scharf Investments, LLC
5619 Scotts Valley Drive, Suite 140
Scotts Valley, CA  95066

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

Custodian
U.S. Bank National Association
Custody Operations
1555 North River Center Drive, Suite 302
Milwaukee, WI  53212

Transfer Agent
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI  53202
(866) 572-4273

Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP
1818 Market Street, Suite 2400
Philadelphia, PA  19103

Legal Counsel
Paul Hastings LLP
77 East 55th Street
New York, NY  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 (866)-5SCHARF.  Statements and other information herein are dated and are subject to change.

 

 
Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

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

Item 6. Investments.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

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

Item 11. Controls and Procedures.

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

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

Item 12. Exhibits.

(a)  
(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not Applicable.

(2) A separate certification for each principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   Filed herewith.

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

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

 
 
 

SIGNATURES

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


(Registrant)   Advisors Series Trust                                                                                                 

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

Date     6/4/13                                                                                                 



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     6/4/13                                                                                                 

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

Date     6/4/13                                                                                                 

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