AVK Advent Convertible and Income Fund

	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During Period*
	5/1/12	10/31/12	5/1/12 – 10/31/12
Actual	$1,000.00	$1,015.30	$6.28
Hypothetical
(5% return before expenses)	$1,000.00	$1,018.90	$6.29

ASSETS
Investments, at market value (cost $32,474,025)		$	39,848,940
Receivable for Fund shares sold			3,650
Dividends and interest receivable			73,379
Prepaid expenses			4,699
Total assets			39,930,668
LIABILITIES
Due to advisor			26,025
Fund shares redeemed			20,178
Administration and fund accounting fees			10,596
Audit fees			17,500
Transfer agent fees and expenses			11,382
Pricing fees			329
Legal fees			3,974
Custody fees			767
Shareholder reporting fees			5,483
Chief Compliance Officer fee			1,250
Accrued expenses			861
Total liabilities			98,345
NET ASSETS		$	39,832,323
COMPONENTS OF NET ASSETS
Paid-in capital		$	32,017,832
Undistributed net investment income			441,639
Accumulated undistributed net realized loss on investments			(2,063	)
Net unrealized appreciation on investments			7,374,915
Total net assets		$	39,832,323
Shares outstanding
(unlimited number of shares authorized, par value $0.01)			2,507,569
Net Asset Value, Redemption Price and Offering Price Per Share +		$	15.88

+	A charge of 2% is charged on the redemption proceeds of shares held for 180 days or less.

 

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

 

10

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Fort Pitt Capital Total Return Fund

 

STATEMENT OF OPERATIONS

For the year ended October 31, 2012

INVESTMENT INCOME
Income
Dividends		$	992,356
Interest			4,316
Total investment income			996,672
Expenses
Advisory fees (Note 4)			383,229
Administration and fund accounting fees (Note 4)			64,027
Transfer agent fees and expenses (Note 4)			54,768
Registration fees			21,697
Audit fees			17,454
Legal fees			10,845
Custody fees (Note 4)			7,914
Chief Compliance Officer fees (Note 4)			6,317
Trustee fees			6,060
Shareholder reporting			5,197
Other			4,636
Pricing fees			2,301
Insurance fees			1,710
Total expenses before fee waiver			586,155
Less: fee waiver from Advisor (Note 4)			(110,951	)
Net expenses			475,204
Net investment income			521,468
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on investments			599,371
Change in unrealized appreciation on investments			2,240,236
Net realized and unrealized gain on investments			2,839,607
Net increase in net assets resulting from operations		$	3,361,075

 

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

 

11

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Fort Pitt Capital Total Return Fund

 

STATEMENTS OF CHANGES IN NET ASSETS

		For the				For the
		Year Ended				Year Ended
		October 31, 2012				October 31, 2011
OPERATIONS
Net investment income		$	521,468			$	394,894
Net realized gain on investments			599,371				499,090
Change in unrealized appreciation on investments			2,240,236				3,296,514
Net increase in net assets resulting from operations			3,361,075				4,190,498
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income			(420,337	)			(345,322	)
Total distributions			(420,337	)			(345,322	)
CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold			3,647,534				2,084,271
Proceeds from shares issued in reinvestment of dividends			419,309				344,371
Cost of shares redeemed*			(2,968,115	)			(3,692,544	)
Net increase (decrease) in net assets resulting
from capital share transactions			1,098,728				(1,263,902	)
Total increase in net assets			4,039,466				2,581,274
NET ASSETS
Beginning of year			35,792,857				33,211,583
End of year		$	39,832,323			$	35,792,857
Undistributed net investment income		$	441,639			$	340,508
CHANGES IN SHARES OUTSTANDING
Shares sold			239,054				146,629
Shares issued in reinvestment of dividends			29,404				24,793
Shares redeemed			(193,107	)			(259,825	)
Net increase (decrease) in Fund shares outstanding			75,351				(88,403	)
Shares outstanding, beginning of year			2,432,218				2,520,621
Shares outstanding, end of year			2,507,569				2,432,218

* Net of redemption fees of $2,687 and $2,769, respectively.

 

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

 

12

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Fort Pitt Capital Total Return Fund

 

FINANCIAL HIGHLIGHTS

For a share outstanding throughout the year

		For the Year Ended October 31,
		2012				2011				2010				2009				2008
Net asset value,
beginning of year		$	14.72			$	13.18			$	11.38			$	10.48			$	17.53
Income (loss) from
investment operations:
Net investment income			0.21				0.16				0.13				0.16				0.15
Net realized and unrealized
gain (loss) on investments			1.12				1.52				1.82				0.88				(6.66	)
Total from
investment operations			1.33				1.68				1.95				1.04				(6.51	)
Less dividends and distributions:
Dividends from
net investment income			(0.17	)			(0.14	)			(0.15	)			(0.14	)			(0.14	)
Distributions from
net realized gains			—				—				—				—				(0.40	)
Total dividends and distributions			(0.17	)			(0.14	)			(0.15	)			(0.14	)			(0.54	)
Redemption fees:			0.00#				0.00#				0.00#				0.00#				0.00#
Net asset value, end of year		$	15.88			$	14.72			$	13.18			$	11.38			$	10.48
Total return 1			9.18	%			12.80	%			17.27	%			10.21	%			-38.19	%
Supplemental data and ratios:
Net assets, end of year		$	39,832,323			$	35,792,857			$	33,211,583			$	30,319,941			$	29,759,988
Ratio of net expenses
to average net assets:
Before expense
reimbursement
and waivers			1.53	%			1.96	%			2.20	%			2.22	%			1.88	%
After expense
reimbursement
and waivers			1.24	%			1.24	%			1.24	%			1.24	%			1.24	%
Ratio of net investment income
to average net assets:
Before expense
reimbursement
and waivers			1.07	%			0.41	%			0.09	%			0.56	%			0.36	%
After expense
reimbursement
and waivers			1.36	%			1.13	%			1.05	%			1.54	%			1.00	%
Portfolio turnover rate			4	%			5	%			7	%			8	%			14	%

#	Amount is less than $0.01 per share.

1	Total return reflects reinvested dividends but does not reflect the impact of taxes.

 

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

 

13

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Fort Pitt Capital Total Return Fund

 

NOTES TO FINANCIAL STATEMENTS

at October 31, 2012

 

NOTE 1 – ORGANIZATION

 

The Fort Pitt Capital Total Return Fund (the “Fund”) is a series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940 (the “1940 Act”) as an open-end management investment company.  The Fund began operations on December 31, 2001.

 

The investment goal of the Fund is to seek to realize a combination of long-term capital appreciation and income that will produce maximum total return.  The Fund seeks to achieve its goal by investing primarily in a diversified portfolio of common stocks of domestic (U.S.) companies and fixed income investments.

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies consistently followed by the Fund.  These policies are in conformity with accounting principles generally accepted in the United States of America.

 

A.

Security Valuation: All investments in securities are recorded at their estimated fair value, as described in note 3.

 

B.

Federal Income Taxes: It is the Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders.  Therefore, no Federal income or excise tax provision is required.

 

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more-likely-than-not” to be sustained assuming examination by tax authorities.  Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years 2009-2011, or expected to be taken in the Fund’s 2012 tax returns.  The Fund identifies its major tax jurisdictions as U.S. Federal and the state of Wisconsin; however the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

 

C.

Securities Transactions, Income and Distributions: Securities 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.

 

The Fund distributes 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 differ from accounting principles generally accepted in the United States of America.

 

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.

 

 

14

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Fort Pitt Capital Total Return Fund

 

NOTES TO FINANCIAL STATEMENTS (Continued)

 

F.

Redemption Fee: The Fund charges a 2.00% redemption fee to shareholders who redeem shares held 180 days or less.  Such fees are retained by the Fund and accounted for as an addition to paid-in capital.

 

During the year ending October 31, 2012, the Fund retained $2,687 in redemption fees.

 

G.

Events Subsequent to the Fiscal Year End: In preparing the financial statements as of October 31, 2012, management considered the impact of subsequent events for potential recognition or disclosure in the financial statements.

 

NOTE 3 – SECURITIES VALUATION

 

The Fund has adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value.  These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types.  These inputs are summarized in the three broad levels listed below:

 

Level 1 –

Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

 

Level 2 –

Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

 

Level 3 –

Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

 

Following is a description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis.

 

Equity Securities: The Fund’s investments are carried at fair value.  Equity securities, including common stocks, exchange-traded funds and warrants, 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.

 

 

15

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Fort Pitt Capital Total Return Fund

 

NOTES TO FINANCIAL STATEMENTS (Continued)

 

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 Fund’s 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 is not an indication of the risk associated with investing in those securities.  The following is a summary of the inputs used to value the Fund’s securities as of October 31, 2012:

 

		Level 1				Level 2				Level 3				Total
Common Stocks
Finance and Insurance		$	5,149,250			$	—			$	—			$	5,149,250
Information			10,392,619				—				—				10,392,619
Manufacturing			14,949,352				—				—				14,949,352
Professional, Scientific,
and Technical Services			977,959				—				—				977,959
Utilities			1,638,438				—				—				1,638,438
Total Common Stocks			33,107,618				—				—				33,107,618
Exchange-Traded Funds			1,564,066				—				—				1,564,066
Warrants			73,920				—				—				73,920
Short-Term Investments
Money Market Funds			1,603,621				—				—				1,603,621
U.S. Treasury Bills			—				3,499,715				—				3,499,715
Total Short-Term Investments			1,603,621				3,499,715				—				5,103,336
Total Investments		$	36,349,225			$	3,499,715			$	—			$	39,848,940

 

Refer to the Fund’s Schedule of Investments for a detailed break-out of common stocks by industry classification.  Transfers between levels are recognized at October 31, 2012, the end of the reporting period.  The Fund recognized no transfers to/from Level 1 or Level 2.  There were no Level 3 securities held in the Fund during the year ended October 31, 2012.

 

New Accounting Pronouncement: In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard 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 Funds are currently evaluating the impact ASU 2011-11 will have on the financial statement disclosures.

 

NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

 

For the year ended October 31, 2012, Fort Pitt Capital Group, Inc. (the “Advisor”) provided the Fund with investment management services under an Investment Advisory Agreement.  The Advisor furnished all investment advice, office space, facilities, and provides most of the personnel needed by the Fund.  As compensation for its services, the Advisor is entitled to a monthly fee at the annual rate of 1.00% based upon the average daily net assets of the Fund.  For the year ended October 31, 2012, the Fund incurred $383,229 in advisory fees.

 

 

16

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Fort Pitt Capital Total Return Fund

 

NOTES TO FINANCIAL STATEMENTS (Continued)

 

The Fund is responsible for its own operating expenses.  The Advisor has agreed to reduce fees payable to it by the Fund and to pay Fund operating expenses to the extent necessary to limit the Fund’s aggregate annual operating expenses to 1.24% of average daily net assets.  Any such reduction made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses.  The Advisor is permitted to be reimbursed only for fee reductions and expense payments made in the previous three fiscal years.  Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made.  Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses.  For the year ended October 31, 2012, the Advisor reduced its fees in the amount of $110,951; no amounts were reimbursed to the Advisor.  Cumulative expenses subject to recapture pursuant to the aforementioned conditions amounted to $671,126 at October 31, 2012.  Cumulative expenses subject to recapture expire as follows:

 

Year		Amount
2013		$	307,960
2014			252,215
2015			110,951
		$	671,126

 

U.S. Bancorp Fund Services, LLC (the “Administrator”) acts as the Fund’s Administrator under an Administration Agreement.  The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Fund’s custodian, transfer agent and accountants; coordinates the preparation and payment of the Fund’s expenses and reviews the Fund’s expense accruals.

 

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

 

For the year ended October 31, 2012, the Fund incurred the following expenses for administration, fund accounting, transfer agency, custody, and Chief Compliance Officer fees:

 

Administration and Fund Accounting		$	64,027
Transfer Agency (a)			19,919
Custody			7,914
Chief Compliance Officer			6,317

 

(a) Does not include out-of-pocket expenses

 

At October 31, 2012, the Fund 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:

 

Administration and Fund Accounting		$	10,596
Transfer Agency (a)			7,995
Chief Compliance Officer			1,250
Custody			767

 

(a) Does not include out-of-pocket expenses

 

Quasar Distributors, LLC (the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares. The Distributor is an affiliate of the Administrator.

 

Certain officers of the Fund are also employees of the Administrator.

 

 

17

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Fort Pitt Capital Total Return Fund

 

NOTES TO FINANCIAL STATEMENTS (Continued)

 

NOTE 5 – PURCHASES AND SALES OF SECURITIES

 

For the year ended October 31, 2012, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were $2,847,669 and $1,457,776, respectively.

 

NOTE 6 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

 

The tax character of distributions paid during the year ended October 31, 2012 and the year ended October 31, 2011 were as follows:

 

	October 31, 2012	October 31, 2011
Ordinary income	$420,337	$345,322

 

As of October 31, 2012, the components of accumulated earnings/(losses) on a tax basis were as follows:

 

Cost of investments		$	32,474,037
Gross tax unrealized appreciation			9,706,558
Gross tax unrealized depreciation			(2,331,655	)
Net tax unrealized appreciation			7,374,903
Undistributed ordinary income			441,639
Undistributed long-term capital gain			—
Total distributable earnings			441,639
Other accumulated gains/(losses)			(2,051	)
Total accumulated earnings/(losses)		$	7,814,491

 

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

 

At October 31, 2012, the Fund had a capital loss carryforward of $2,051, which expires in 2017.  The Fund utilized capital loss carryforwards in the amount of $588,576 during the year ended October 31, 2012.

 

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.

 

 

 

NOTICE TO SHAREHOLDERS at October 31, 2012 (Unaudited)

 

For the year ended October 31, 2012, the Fort Pitt Capital Total Return Fund designated $420,337 as ordinary income for purposes of the dividends paid deduction.

 

For the year ended October 31, 2012, certain dividends paid by the Fort Pitt Capital Total Return Fund may be subject to a maximum tax rate of 15%, as provided by the Jobs and Growth Tax Relief Reconciliation Act of 2003.  The percentage of dividends declared from net investment income designated as qualified dividend income was 100.00%.

 

For corporate shareholders in the Fort Pitt Capital Total Return Fund, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the year ended October 31, 2012 was 100.00%.

 

 

18

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Fort Pitt Capital Total Return Fund

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees

Advisors Series Trust and

Shareholders of

Fort Pitt Capital Total Return Fund

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Fort Pitt Capital Total Return Fund, a series of shares of Advisor Series Trust (the “Trust”), as of October 31, 2012 and the related statement 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 five years in the period then ended.  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 the Trust’s 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.  Our procedures included confirmation of securities owned as of October 31, 2012, by correspondence with the custodian.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  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 Fort Pitt Capital Total Return Fund as of October 31, 2012 the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

 

TAIT, WELLER & BAKER LLP

 

Philadelphia, Pennsylvania

December 27, 2012

 

 

19

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Fort Pitt Capital Total Return Fund

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited)

 

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

Independent Trustees 1

				Number of
				Portfolios	Other
				in Fund	Directorships
		Term of Office		Complex	Held
Name, Address	Position Held	and Length of	Principal Occupation	Overseen by	During Past
and Age	with the Trust	Time Served	During Past Five Years	Trustee 2	Five Years
Donald E. O’Connor	Trustee	Indefinite	Retired; former Financial	1	Trustee,
(age 76)		term	Consultant and former		Advisors
615 E. Michigan Street		since	Executive Vice President and		Series
Milwaukee, WI 53202		February	Chief Operating Officer of ICI		Trust (for
		1997.	Mutual Insurance Company		series not
			(until January 1997).		affiliated
					with the
					Fund);
					Trustee, The
					Forward
					Funds (34
					portfolios).
George J. Rebhan	Trustee	Indefinite	Retired; formerly President,	1	Trustee,
(age 78)		term	Hotchkis and Wiley Funds		Advisors
615 E. Michigan Street		since	(mutual funds) (1985 to 1993).		Series
Milwaukee, WI 53202		May			Trust (for
		2002.			series not
					affiliated
					with the
					Fund);
					Independent
					Trustee
					from 1999
					to 2009,
					E*TRADE
					Funds.
George T. Wofford	Trustee	Indefinite	Retired; formerly Senior Vice	1	Trustee,
(age 73)		term	President, Federal Home		Advisors
615 E. Michigan Street		since	Loan Bank of San Francisco.		Series
Milwaukee, WI 53202		February			Trust (for
		1997.			series not
					affiliated
					with the
					Fund).

 

20

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Fort Pitt Capital Total Return Fund

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited)

(Continued)

				Number of
				Portfolios	Other
				in Fund	Directorships
		Term of Office		Complex	Held
Name, Address	Position Held	and Length of	Principal Occupation	Overseen by	During Past
and Age	with the Trust	Time Served	During Past Five Years	Trustee 2	Five Years
Interested Trustee
Joe D. Redwine 3	Interested	Indefinite	President, CEO, U.S. Bancorp	1	Trustee,
(age 65)	Trustee	term	Fund Services, LLC		Advisors
615 E. Michigan Street		since	(May 1991 to present).		Series
Milwaukee, WI 53202		September			Trust (for
		2008.			series not
					affiliated
					with the
					Fund).
Officers
		Term of Office
Name, Address	Position Held	and Length of	Principal Occupation
and Age	with the Trust	Time Served	During Past Five Years
Joe D. Redwine	Chairman	Indefinite	President, CEO, U.S. Bancorp Fund Services, LLC
(age 65)	and Chief	term	(May 1991 to present).
615 E. Michigan Street	Executive	since
Milwaukee, WI 53202	Officer	September
		2007.
Douglas G. Hess	President	Indefinite	Senior Vice President, Compliance and Administration,
(age 45)	and	term	U.S. Bancorp Fund Services, LLC (March 1997 to
615 E. Michigan Street	Principal	since	present).
Milwaukee, WI 53202	Executive	June
	Officer	2003.
Cheryl L. King	Treasurer	Indefinite	Vice President, Compliance and Administration,
(age 51)	and	term	U.S. Bancorp Fund Services, LLC (October 1998 to
615 E. Michigan Street	Principal	since	present).
Milwaukee, WI 53202	Financial	December
	Officer	2007.
Michael L. Ceccato	Vice	Indefinite	Vice President, U.S. Bancorp Fund Services, LLC
(age 55)	President,	term	(February 2008 to present); General Counsel/Controller,
615 E. Michigan Street	Chief	since	Steinhafels, Inc. (September 1995 to February 2008).
Milwaukee, WI 53202	Compliance	September
	Officer and	2009.
	AML Officer

 

21

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Fort Pitt Capital Total Return Fund

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited)

(Continued)

		Term of Office
Name, Address	Position Held	and Length of	Principal Occupation
and Age	with the Trust	Time Served	During Past Five Years
Jeanine M. Bajczyk, Esq.	Secretary	Indefinite	Senior Vice President and Counsel, U.S. Bancorp Fund
(age 47)		term	Services, LLC (May 2006 to present); Senior Counsel,
615 E. Michigan Street		since	Wells Fargo Funds Management, LLC (May 2005 to May
Milwaukee, WI 53202		June	2006); Senior Counsel, Strong Financial Corporation
		2007.	(January 2002 to April 2005).

 

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

2

The Trust is comprised of numerous portfolios managed by unaffiliated investment advisers.  The term “Fund Complex” applies only to the Fund.  The Fund does not hold itself out as related to any other series within the Trust for investment purposes, nor does it share the same investment adviser with any other series.

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

The Statement of Additional Information includes additional information about the Fund’s Trustees and Officers and is available, without charge, upon request by calling 1-866-688-8775.

 

 

 

HOUSEHOLDING

 

In an effort to decrease costs, the Fund intends to reduce the number of duplicate prospectuses, annual and semi-annual reports, proxy statements and other regulatory documents you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders the Transfer Agent reasonably believes are from the same family or household.  Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 1-866-688-8775 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.

 

22

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Fort Pitt Capital Total Return Fund

 

PRIVACY POLICY

 

The Fund collects non-public information about you from the following sources:

 

•   Information we receive about you on applications or other forms;

 

•   Information you give us orally; and/or

 

•   Information about your transactions with us or others.

 

We do not disclose any non-public personal information about our customers or former customers without the customer’s authorization, except as permitted by law or in response to inquiries from governmental authorities.  We may share information with affiliated and unaffiliated third parties with whom we have contracts for servicing the Fund.  We will provide unaffiliated third parties with only the information necessary to carry out their assigned responsibilities.  We maintain physical, electronic and procedural safeguards to guard your non-public personal information and require third parties to treat your personal information with the same high degree of confidentiality.

 

In the event that you hold shares of the Fund through a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared by those entities with unaffiliated third parties.

 

 

23

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FORT PITT CAPITAL TOTAL RETURN FUND

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

P.O. Box 701

Milwaukee, WI 53201-0701

1-866-688-8775

INVESTMENT ADVISOR

Fort Pitt Capital Group, Inc.

680 Andersen Drive

Foster Plaza Ten

Pittsburgh, Pennsylvania 15220

 

DISTRIBUTOR

Quasar Distributors, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

 

CUSTODIAN

U.S. Bank N.A.

1555 N. River Center Drive, Suite 302

Milwaukee, Wisconsin 53212

 

TRANSFER AGENT

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

1-866-688-8775

 

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 has been prepared for shareholders and may be distributed

to others only if preceded or accompanied by a current prospectus.

 

The Fund’s Proxy Voting Policies and Procedures are available without charge upon

request by calling 1-866-688-8775.  Information regarding how the Fund voted proxies

relating to portfolio securities during the twelve months ended June 30, 2012 is available by calling 1-866-688-8775 and on the SEC’s website at www.sec.gov .

 

The Fund’s complete schedule of portfolio holdings for the first and third quarters is filed with the SEC on Form N-Q.  The Fund’s Forms N-Q are available without charge, upon request, by calling 1-866-688-8775 and on the SEC’s website at www.sec.gov; the Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and that information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

 

 

 

---

 

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  10/31/2012	FYE  10/31/2011
Audit Fees	$14,500	$14,300
Audit-Related Fees	N/A	N/A
Tax Fees	$3,000	$2,900
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  10/31/2012	FYE  10/31/2011
Audit-Related Fees	0%	0%
Tax Fees	0%	0%
All Other Fees	0%	0%

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

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

Non-Audit Related Fees	FYE  10/31/2012	FYE  10/31/2011
Registrant	N/A	N/A
Registrant’s Investment Adviser	N/A	N/A

Item 5. Audit Committee of Listed Registrants.

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

Item 6. Investments.

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

 

(b)	Not Applicable.

 

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

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

Item 11. Controls and Procedures.

(a)

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

(b)

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

Item 12. Exhibits.

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

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

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

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

 

 

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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     1/2/13                                                                                                 

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     1 /2/13                                                                                                 

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

Cheryl L. King, Treasurer

Date     1/2/13                                                                                                 

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

 

 

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