piafunds-ncsrs.htm

PIA Funds

– PIA BBB Bond Fund

Managed Account Completion Shares (MACS)

– PIA MBS Bond Fund

Managed Account Completion Shares (MACS)

Semi-Annual Report

May 31, 2013

PIA Funds

Dear Shareholder:

We are pleased to provide you with this semi-annual report for the six month period ended May 31, 2013 regarding the following series of the PIA Mutual Funds for which Pacific Income Advisers, Inc. (PIA) is the adviser: the PIA BBB Bond Fund and the PIA MBS Bond Fund.

During the six months ended May 31, 2013, the total returns, including the reinvestment of dividends and capital gains, were as follows:

PIA BBB Bond Fund	-0.89%
PIA MBS Bond Fund	-1.07%

PIA BBB Bond Fund

The return of the PIA BBB Bond Fund for the six month period ended May 31, 2013 of -0.89% was lower than the Barclays Capital U.S. Credit Baa Bond Index return of -0.49% and the Barclays Capital U.S. Baa Corporate Index return of 0.04%. The Fund has a strategy of using a broad diversification of BBB rated issuers, industry sectors and range of maturities. The bonds held in the Fund represent over 140 different issuers. Volatility in the individual names within a sector in the Barclays Capital U.S. Credit Baa Bond Index contributed to the Fund’s underperformance.

A broad market index, the Barclays Capital U.S. Aggregate Index had a return of -1.05% for the six month period.

PIA MBS Bond Fund

The return of the PIA MBS Bond Fund for the six month period ended May 31, 2013 of -1.07% was less than the Barclays Capital U.S. MBS Fixed Rate Index return of -0.95%. Additionally, the Fund utilized dollar rolls for specific coupons with attractive yields, which added to returns. The higher than expected prepayment in some of the pools owned by the Fund offset the positive impact of the dollar rolls causing the Fund to modestly underperform. The portfolio was broadly diversified across various coupons and sectors.

The Gross Domestic Product’s annual rate of growth was 2.4% for the first quarter of 2013 compared to 0.4% during the fourth quarter of 2012 and 1.7% for all of 2012. The housing sector continued to improve and unemployment levels declined to 7.6%. The Federal Reserve maintained its easier monetary policy by keeping the Federal Funds Rate close to zero and implementing a third round of its quantitative easing (QE) program. Inflation, as measured by the Consumer Price Index, declined to 1.1% year over year at April 2013, down from 2.3% year over year at April 2012.

The prospects of an improving economy and the Federal Reserve tapering their QE program caused yields to rise. Yields on 5-year Treasury notes and 30-year Treasury bonds rose by 40 and 47 basis points (bp), respectively, from November 30, 2012 to May 31, 2013. Yields on one-year Treasuries were 4 bp lower.

Interest rate spreads on BBB rated bonds relative to Treasuries declined during the period from 188 bp to 170 bp. Spreads on Agency Mortgage-Backed Securities fell from 169 bp to 151 bp, as the demand for yield helped both sectors.

We believe that the PIA BBB Bond Fund and the PIA MBS Bond Fund provide our clients with a means of efficiently investing in a broadly diversified portfolio of BBB rated bonds and agency mortgage-backed bonds, respectively.

Please take a moment to review each Fund’s statements of assets and the results of operations for the six month period ended May 31, 2013. We look forward to reporting to you again with the annual report dated November 30, 2013.

Lloyd McAdams

Chairman of the Board

Pacific Income Advisers, Inc.

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PIA Funds

Past performance is not a guarantee of future results.

Opinions expressed above are those of the adviser and are subject to change, are not guaranteed and should not be considered recommendations to buy or sell any security and should not be considered investment advice.

Must be preceded or accompanied by a prospectus.

Investment by the PIA BBB Bond Fund in lower-rated and non-rated securities presents a greater risk of loss to principal and interest than higher-rated securities. The Fund may invest in foreign securities which involve greater volatility and political, economic and currency risks and differences in accounting methods. These risks are greater for emerging markets.

The Funds may also use options, futures contracts, and swaps, which have the risks of unlimited losses of the underlying holdings due to unanticipated market movements and failure to correctly predict the direction of securities prices, interest rates and currency rates. Derivatives involve risks different from, and in certain cases, greater than the risks presented by more traditional investments. These risks are fully disclosed in the Prospectus.

Bond ratings provide the probability of an issuer defaulting based on the analysis of the issuer's financial condition and profit potential. Bond rating services are provided by Standard & Poor's, Moody's Investors Service, and Fitch Investors Service. Bond ratings start at AAA (denoting the highest investment quality) and usually end at D (meaning payment is in default).

Diversification does not assure a profit or protect against risk in a declining market.

The Barclays Capital U.S. Credit Baa Bond Index is an unmanaged index consisting of bonds rated Baa. The issues must be publicly traded and meet certain maturity and issue size requirements. Bonds are represented by the Industrial, Utility, Finance and non-corporate sectors. Non-corporate sectors include sovereign, supranational, foreign agency and foreign local government issuers. The Barclays Capital U.S. Baa Corporate Index is an unmanaged index consisting of bonds rated Baa. The issues must be publicly traded and meet certain maturity and issue size requirements. Bonds are represented by the Industrial, Utility, and Finance sectors. Non-corporate sectors are not included in this index. The Barclays Capital U.S. MBS Fixed Rate Index (the “MBS Index”) is an unmanaged index that covers the mortgage-backed pass-through securities of Ginnie Mae (GNMA), Fannie Mae (FNMA) and Freddie Mac (FHLMC). The MBS Index is formed by grouping the universe of over 600,000 individual fixed rate MBS pools into approximately 3,500 generic aggregates. Each aggregate is a proxy for the outstanding pools for a given agency, program, issue year and coupon. The index maturity and liquidity criteria are then applied to these aggregates to determine which qualify for inclusion in the index. About 600 of these generic aggregates meet the criteria. The Barclays Capital U.S. Aggregate Bond Index (the “Index”) is an unmanaged index presented for comparative purposes only. The Index represents securities that are U.S. domestic, taxable, and dollar denominated. The Index covers the U.S. investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities. You cannot invest directly in an index.

Gross Domestic Product is the amount of goods and services produced in a year, in a country.

Consumer Price Index measures the weighted average of prices of a basket of consumer goods and services, such as transportation, food and medical care.

Basis point equals 1/100th of 1%.

Please refer to the Schedule of Investments in the report for complete holdings information. Fund holdings and sector allocations are subject to change at any time and are not recommendations to buy or sell any security. Investment performance reflects fee waivers in effect. In the absence of such waivers, total return would be reduced.

Quasar Distributors, LLC, Distributor

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PIA Funds

Expense Example – May 31, 2013

(Unaudited)

As a shareholder of a mutual fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, redemption fees, and exchange fees, and (2) ongoing costs, including management fees, distribution and/or service fees, and other fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the PIA Funds and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (12/1/12 – 5/31/13).

Actual Expenses

The first line of the tables below provides information about actual account values and actual expenses, with actual net expenses being limited to 0.00% per the advisory agreements for the PIA BBB Bond Fund and the PIA MBS Bond Fund. Although the Funds charge no sales loads 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 Example below includes, but is not limited to, fund accounting, custody and transfer agent fees. You may use the information in the first line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the tables below provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses, which is different from the Funds’ actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the tables is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

	Beginning Account	Ending Account	Expenses Paid During
	Value 12/1/12	Value 5/31/13	Period 12/1/12 – 5/31/13*
PIA BBB Bond Fund
Actual	$1,000.00	$ 991.10	$0.00
Hypothetical (5% return before expenses)	$1,000.00	$1,024.93	$0.00

PIA MBS Bond Fund
Actual	$1,000.00	$ 989.30	$0.00
Hypothetical (5% return before expenses)	$1,000.00	$1,024.93	$0.00

Expenses are equal to a Fund’s annualized expense ratio, 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. The annualized expense ratio of the PIA BBB Bond Fund and the PIA MBS Bond Fund is 0.00%.

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PIA Funds

PIA BBB BOND FUND

Allocation of Portfolio Assets – May 31, 2013

(Unaudited)

Investments by Sector

As a Percentage of Total Investments

- 4 -

PIA Funds

PIA MBS BOND FUND

Allocation of Portfolio Assets – May 31, 2013

(Unaudited)

Investments by Issuer

As a Percentage of Total Investments

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PIA Funds

PIA BBB BOND FUND

Schedule of Investments – May 31, 2013

(Unaudited)

Principal Amount			Value
CORPORATE BONDS 87.5%
Agricultural Chemicals 1.3%
		Mosaic Co.
$	1,660,000	3.75%, due 11/15/21	$	1,723,951
		Potash Corp-Saskatchewan, Inc.
	2,000,000	3.25%, due 12/1/17		2,135,130
	490,000	5.625%, due 12/1/40		559,623
				4,418,704
Agriculture 0.8%
		Bunge Limited Finance Corp.
	1,925,000	8.50%, due 6/15/19		2,466,749
Airlines 0.9%
		Continental Airlines, Inc.
	605,300	5.983%, due 10/19/23		687,015
		Delta Air Lines, Inc.
	766,948	7.75%, due 12/17/19		901,164
		US Airways
	1,098,018	5.90%, due 4/1/26		1,227,035
				2,815,214
Auto Parts 1.2%
		Advance Auto Parts, Inc.
	1,600,000	5.75%, due 5/1/20		1,758,822
		Johnson Controls, Inc.
	2,180,000	4.25%, due 3/1/21		2,353,572
				4,112,394
Autos 1.9%
		Ford Motor Co.
	1,475,000	7.45%, due 7/16/31		1,865,812
		Ford Motor Credit Co. LLC
	2,500,000	7.00%, due 4/15/15		2,751,270
	1,450,000	5.875%, due 8/2/21		1,654,367
				6,271,449
Banks 4.2%
		Capital One Financial Corp.
	2,915,000	6.15%, due 9/1/16		3,310,939
		Citigroup, Inc.
	1,350,000	5.50%, due 2/15/17		1,501,563
	1,100,000	6.125%, due 8/25/36		1,198,726
		Discover Financial Services
	450,000	3.85%, due 11/21/22		454,087
		Fifth Third Bancorp
	1,630,000	4.50%, due 6/1/18		1,789,150
	425,000	8.25%, due 3/1/38		588,556
		Huntington Bancshares
	1,440,000	7.00%, due 12/15/20		1,777,965
		KeyCorp
	900,000	5.10%, due 3/24/21		1,034,965
		SunTrust Banks Inc.
	1,200,000	6.00%, due 9/11/17		1,396,342
		UBS AG
	750,000	5.875%, due 7/15/16		841,518
				13,893,811
Biotech 2.9%
		Amgen, Inc.
	2,950,000	3.875%, due 11/15/21		3,157,373
	1,350,000	5.15%, due 11/15/41		1,437,589
		Biogen Idec, Inc.
	3,010,000	6.875%, due 3/1/18		3,656,328
		Gilead Sciences, Inc.
	600,000	4.40%, due 12/1/21		665,322
	750,000	5.65%, due 12/1/41		885,299
				9,801,911
Broker 2.5%
		Credit Suisse Group
	700,000	5.40%, due 1/14/20		793,055
		Goldman Sachs Group, Inc.
	1,700,000	5.625%, due 1/15/17		1,890,320
	1,050,000	6.75%, due 10/1/37		1,148,683
		Merrill Lynch & Co., Inc.
	2,060,000	5.70%, due 5/2/17		2,278,764
	1,250,000	6.11%, due 1/29/37		1,345,081

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

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PIA Funds

PIA BBB BOND FUND

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Principal Amount			Value
Broker 2.5% (continued)
		Nomura Holdings, Inc.
$	850,000	6.70%, due 3/4/20	$	1,004,585
				8,460,488
Cable/Satellite 1.0%
		Direct TV Holdings
	2,760,000	5.00%, due 3/1/21		3,057,139
	300,000	6.00%, due 8/15/40		321,495
				3,378,634
Chemicals 1.5%
		Dow Chemical Co.
	2,025,000	4.25%, due 11/15/20		2,226,763
	865,000	7.375%, due 11/1/29		1,134,100
		Eastman Chemical Co.
	1,000,000	2.40%, due 6/1/17		1,026,846
		RPM International, Inc.
	500,000	6.125%, due 10/15/19		588,552
				4,976,261
Communications 0.8%
		Telefonica Emisiones SAU
	1,935,000	5.462%, due 2/16/21		2,090,984
	600,000	7.05%, due 6/20/36		689,419
				2,780,403
Communications Equipment 0.9%
		Harris Corp.
	2,500,000	6.15%, due 12/15/40		2,878,230
Computer Hardware 0.1%
		Dell, Inc.
	450,000	5.65%, due 4/15/18		472,723
Consumer Products 0.1%
		Fortune Brands, Inc.
	181,000	5.375%, due 1/15/16		199,077
Diversified Manufacturing 0.2%
		Ingersoll-Rand Global
		Holding Company Ltd.
	560,000	6.875%, due 8/15/18		674,959
Electric Utilities 6.2%
		Constellation Energy Group
	666,000	7.60%, due 4/1/32		868,855
		Dominion Resources, Inc.
	1,230,000	5.15%, due 7/15/15		1,340,824
	570,000	4.90%, due 8/1/41		613,888
		Duke Energy Corp.
	1,370,000	6.25%, due 6/15/18		1,642,750
		Entergy Texas, Inc.
	2,304,000	7.125%, due 2/1/19		2,806,797
		Exelon Corp.
	845,000	4.90%, due 6/15/15		911,076
	1,315,000	5.625%, due 6/15/35		1,442,748
		FirstEnergy Corp.
	1,165,000	7.375%, due 11/15/31		1,318,423
		Indiana Michigan Power
	850,000	6.05%, due 3/15/37		1,010,584
		Jersey Central Power & Light
	1,300,000	7.35%, due 2/1/19		1,618,035
		Nevada Power Co.
	1,210,000	6.50%, due 8/1/18		1,491,388
		NiSource Finance Corp.
	900,000	6.13%, due 3/1/22		1,062,742
	400,000	5.25%, due 2/15/43		416,561
		Ohio Power Co.
	1,200,000	5.38%, due 10/1/21		1,419,617
		Oncor Electric Delivery
	695,000	7.00%, due 5/1/32		917,892
		Southern Union Co.
	1,000,000	7.60%, due 2/1/24		1,261,496
		Teco Finance, Inc.
	550,000	5.15%, due 3/15/20		626,534
				20,770,210
Finance 0.6%
		Block Financial Corp.
	2,000,000	5.50%, due 11/1/22		2,115,988

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

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PIA Funds

PIA BBB BOND FUND

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Principal Amount			Value
Finance – Credit Cards 0.5%
		American Express Co.
	1,555,000	6.80%, due 9/1/66 (a)	$	1,704,669
Food 2.6%
		ConAgra Foods, Inc.
	1,500,000	7.00%, due 10/1/28		1,910,836
		Kraft Foods, Inc.
	1,785,000	6.50%, due 8/11/17		2,118,304
	900,000	6.875%, due 2/1/38		1,177,747
		Kraft Foods Group, Inc.
	2,200,000	2.25%, due 6/5/17		2,254,248
		Kroger Co.
	780,000	6.15%, due 1/15/20		934,335
				8,395,470
Gas Pipelines 1.1%
		Plains All American Pipeline, L.P.
	3,000,000	6.50%, due 5/1/18		3,638,532
Health Care 2.1%
		Cardinal Health, Inc.
	1,500,000	5.80%, due 10/15/16		1,718,484
		Humana, Inc.
	2,855,000	7.20%, due 6/15/18		3,441,643
		Laboratory Corporation of
		America Holdings
	2,000,000	2.20%, due 8/23/17		2,009,532
				7,169,659
Information Technology 2.3%
		Hewlett Packard Co.
	2,850,000	2.60%, due 9/15/17		2,900,810
	800,000	4.65%, due 12/9/21		825,246
		Ingram Micro, Inc.
	3,700,000	5.00%, due 8/10/22		3,840,926
				7,566,982
Insurance 6.0%
		Allstate Corp.
	350,000	6.125%, due 5/15/67 (a)		386,477
		American International
		Group, Inc.
	2,925,000	5.05%, due 10/1/15		3,192,067
	1,450,000	8.25%, due 8/15/18		1,846,714
	1,000,000	6.25%, due 3/15/87		1,105,000
		AXA SA
	500,000	8.60%, due 12/15/30		646,285
		CIGNA Corp.
	315,000	6.15%, due 11/15/36		376,493
		Cincinnati Financial Corp.
	1,200,000	6.92%, due 5/15/28		1,517,198
		CNA Financial Corp.
	700,000	5.85%, due 12/15/14		748,298
		Fidelity National Financial, Inc.
	2,500,000	5.50%, due 9/1/22		2,763,715
		Marsh & McLennan Cos., Inc.
	633,000	5.75%, due 9/15/15		699,097
	1,200,000	5.875%, due 8/1/33		1,391,047
		Metlife, Inc.
	855,000	6.40%, due 12/15/66		970,425
		Protective Life Corp.
	350,000	7.38%, due 10/15/19		437,574
		Transatlantic Holdings, Inc.
	1,200,000	8.00%, due 11/30/39		1,658,567
		Unum Group
	1,000,000	5.63%, due 9/15/20		1,139,908
	1,000,000	5.75%, due 8/15/42		1,099,851
				19,978,716
Machinery 0.4%
		Flowserve Corp.
	1,500,000	3.50%, due 9/15/22		1,495,821
Media 5.3%
		CBS Corp.
	2,420,000	5.75%, due 4/15/20		2,806,225
		Discover Communications
	500,000	3.30%, due 5/15/22		499,801

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

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PIA Funds

PIA BBB BOND FUND

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Principal Amount			Value
Media 5.3% (continued)
		Interpublic Group of Companies
$	1,030,000	6.25%, due 11/15/14	$	1,102,100
		News America, Inc.
	750,000	5.30%, due 12/15/14		801,918
	1,710,000	6.20%, due 12/15/34		1,983,843
		Omnicom Group, Inc.
	400,000	3.625%, due 5/1/22		402,721
		Time Warner, Inc.
	3,315,000	7.625%, due 4/15/31		4,498,031
		Time Warner Cable, Inc.
	2,825,000	5.85%, due 5/1/17		3,255,617
		Time Warner Entertainment
		Company, L.P.
	1,260,000	8.375%, due 7/15/33		1,714,598
		Viacom, Inc.
	810,000	4.375%, due 3/15/43 (b)		734,403
				17,799,257
Medical Equipment 0.4%
		Agilent Technologies, Inc.
	1,000,000	6.50%, due 11/1/17		1,183,691
Metals 0.6%
		Alcoa, Inc.
	810,000	5.55%, due 2/1/17		877,730
		Southern Copper Corp.
	850,000	6.75%, due 4/16/40		897,011
				1,774,741
Metals and Mining 0.3%
		Teck Resources Ltd.
	900,000	5.40%, due 2/1/43		850,581
Metalworking Machinery 0.4%
		Kennametal, Inc.
	1,400,000	2.65%, due 11/1/19		1,390,914
Mining 3.3%
		AngloGold Holdings PLC
	1,500,000	5.125%, due 8/1/22		1,484,791
		Barrick Gold Corp.
	1,470,000	6.95%, due 4/1/19		1,740,812
		Freeport-McMoRan
		Copper & Gold Inc.
	3,700,000	3.55%, due 3/1/22		3,608,736
		Newmont Mining Corp.
	900,000	4.875%, due 3/15/42		776,342
		Vale Overseas Limited
	1,460,000	6.25%, due 1/23/17		1,665,200
	1,600,000	6.875%, due 11/21/36		1,725,230
				11,001,111
Office Equipment 0.3%
		Xerox Corp.
	1,000,000	6.75%, due 2/1/17		1,156,611
Oil and Gas 13.1%
		Anadarko Petroleum Corp.
	800,000	5.95%, due 9/15/16		912,547
	1,100,000	6.45%, due 9/15/36		1,344,021
		Cameron International Corp.
	1,000,000	6.375%, due 7/15/18		1,197,494
		Canadian Natural Resources
	835,000	6.00%, due 8/15/16		957,899
	725,000	6.50%, due 2/15/37		872,767
		Devon Energy Corp.
	665,000	7.95%, due 4/15/32		910,835
		Encana Corp.
	450,000	3.90%, due 11/15/21		472,971
	750,000	6.50%, due 8/15/34		875,433
		Enterprise Products
		Operating LLC
	1,250,000	3.20%, due 2/1/16		1,319,785
	2,250,000	4.85%, due 8/15/42		2,250,194
		Hess Corp.
	575,000	8.125%, due 2/15/19		741,017
		Kinder Morgan Energy Partners
	850,000	3.95%, due 9/1/22		880,269
	2,120,000	5.80%, due 3/15/35		2,343,603

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

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PIA Funds

PIA BBB BOND FUND

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Principal Amount			Value
Oil and Gas 13.1% (continued)
		Marathon Oil Corp.
$	2,200,000	6.00%, due 10/1/17	$	2,574,413
	890,000	6.60%, due 10/1/37		1,100,787
		Pemex Master Trust
	2,800,000	5.75%, due 3/1/18		3,192,000
	950,000	6.625%, due 6/15/35		1,092,500
		Petrobras International
		Finance Co.
	3,085,000	5.875%, due 3/1/18		3,469,662
	1,300,000	5.375%, due 1/27/21		1,381,034
	390,000	6.875%, due 1/20/40		422,948
		Petroleos Mexicanos
	750,000	5.50%, due 1/21/21		836,250
		Pioneer Natural Resource Co.
	3,100,000	3.95%, due 7/15/22		3,204,306
		Southwestern Energy Co.
	3,500,000	4.10%, due 3/15/22		3,661,423
		Suncor Energy, Inc.
	500,000	6.10%, due 6/1/18		595,539
	2,310,000	6.50%, due 6/15/38		2,840,050
		Talisman Energy
	685,000	6.25%, due 2/1/38		776,068
		Transocean, Inc.
	820,000	6.00%, due 3/15/18		941,247
	450,000	6.80%, due 3/15/38		513,971
		Valero Energy Corp.
	255,000	6.625%, due 6/15/37		309,760
		Williams Companies, Inc.
	1,400,000	8.75%, due 3/15/32		1,874,558
				43,865,351
Paper 0.3%
		International Paper Co.
	1,000,000	4.75%, due 2/15/22		1,106,486
Pharmaceuticals 2.1%
		Abbvie, Inc.
	1,800,000	1.75%, due 11/6/17 (b)		1,796,107
	900,000	2.90%, due 11/6/22 (b)		877,103
	200,000	4.40%, due 11/6/42 (b)		196,141
		Celgene Corp.
	1,800,000	3.25%, due 8/15/22		1,799,233
		Watson Pharmaceuticals, Inc.
	2,000,000	1.875%, due 10/1/17		1,988,772
	450,000	4.625%, due 10/1/42		440,492
				7,097,848
Pipelines 1.2%
		El Paso Electric Co.
	1,000,000	6.00%, due 5/15/35		1,122,400
		Enbridge Energy Partners, L.P.
	590,000	5.20%, due 3/15/20		665,382
		Energen Corp.
	750,000	4.625%, due 9/1/21		762,288
		Tennessee Gas Pipeline
	1,225,000	7.50%, due 4/1/17		1,488,583
				4,038,653
Real Estate Investment Trusts 3.9%
		Boston Properties LP
	1,000,000	4.125%, due 5/15/21		1,073,861
		Duke Realty LP
	1,050,000	8.25%, due 8/15/19		1,353,182
		ERP Operating LP
	2,500,000	5.75%, due 6/15/17		2,891,380
		Health Care Property
		Investors, Inc.
	850,000	6.00%, due 1/30/17		973,659
		Health Care REIT, Inc.
	650,000	5.25%, due 1/15/22		733,142
		Healthcare Realty Trust
	775,000	6.50%, due 1/17/17		883,523
		Hospitality Properties Trust
	620,000	5.625%, due 3/15/17		683,024
		ProLogis
	2,150,000	6.875%, due 3/15/20		2,603,139
		Ventas Realty LP
	1,700,000	4.75%, due 6/1/21		1,860,519
				13,055,429

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

- 10 -

PIA Funds

PIA BBB BOND FUND

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Principal Amount			Value
Restaurants 0.2%
		Yum! Brands, Inc.
$	800,000	3.75%, due 11/1/21	$	824,695
Retail 2.3%
		CVS Caremark Corp.
	2,200,000	5.75%, due 6/1/17		2,562,472
		Gap, Inc.
	2,300,000	5.95%, due 4/12/21		2,674,436
		Macy’s Retail Holdings, Inc.
	2,225,000	6.375%, due 3/15/37		2,579,540
				7,816,448
Scientific Instruments 0.3%
		Thermo Fisher Scientific, Inc.
	900,000	3.60%, due 8/15/21		916,299
Software 0.7%
		Jabil Circuit, Inc.
	2,200,000	4.70%, due 9/15/22		2,238,500
Technology 0.6%
		Tech Data Corp.
	1,900,000	3.75%, due 9/21/17		1,967,742
Telecommunications 2.8%
		American Tower Corp.
	2,550,000	5.05%, due 9/1/20		2,794,708
		British Telecommunications PLC
	1,130,000	9.625%, due 12/15/30		1,755,158
		Deutsche Telekom
		International Finance
	1,045,000	6.75%, due 8/20/18		1,284,610
	445,000	8.75%, due 6/15/30		643,994
		Embarq Corp.
	600,000	7.082%, due 6/1/16		688,188
		France Telecom SA
	700,000	5.375%, due 1/13/42		750,942
		Grupo Televisa SAB
	400,000	6.625%, due 3/18/25		491,745
		Telecom Italia Capital
	710,000	7.721%, due 6/4/38		771,457
				9,180,802
Tobacco 2.1%
		Altria Group, Inc.
	1,859,000	9.70%, due 11/10/18		2,541,378
	455,000	9.95%, due 11/10/38		715,641
		Reynolds American, Inc.
	2,985,000	7.75%, due 6/1/18		3,747,467
				7,004,486
Toys and Games 0.6%
		Mattel, Inc.
	1,720,000	5.45%, due 11/1/41		1,868,773
Transportation 2.7%
		Burlington Northern Santa Fe
	1,425,000	4.70%, due 10/1/19		1,633,158
	1,485,000	6.15%, due 5/1/37		1,819,309
		CSX Corp.
	990,000	5.60%, due 5/1/17		1,136,051
	1,640,000	6.22%, due 4/30/40		1,992,771
		Union Pacific Corp.
	1,765,000	6.15%, due 5/1/37		2,192,007
				8,773,296
Utilities – Gas 1.1%
		National Fuel Gas Co.
	3,280,000	4.90%, due 12/1/21		3,592,807
Waste Disposal 1.0%
		Republic Services, Inc.
	2,250,000	5.00%, due 3/1/20		2,545,337
		Waste Management, Inc.
	660,000	7.75%, due 5/15/32		915,890
				3,461,227
Total Corporate Bonds
(cost $279,693,349)				292,402,802

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

- 11 -

PIA Funds

PIA BBB BOND FUND

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Principal Amount/
Shares				Value
SOVEREIGN BONDS 9.5%
		Federal Republic of Brazil
$	1,600,000	6.00%, due 1/17/17		$	1,822,400
	1,600,000	4.875%, due 1/22/21			1,804,000
	3,910,000	7.125%, due 1/20/37			5,141,650
		Republic of Colombia
	1,700,000	7.375%, due 3/18/19			2,130,950
	890,000	7.375%, due 9/18/37			1,221,525
		Republic of Italy
	3,350,000	6.875%, due 9/27/23			4,043,450
		Republic of Panama
	800,000	5.20%, due 1/30/20			922,800
	500,000	6.70%, due 1/26/36			641,250
		Republic of Peru
	830,000	8.375%, due 5/3/16			986,455
	1,150,000	6.55%, due 3/14/37			1,480,625
		Republic of Philippines
	3,000,000	5.00%, due 1/13/37			3,356,250
		Republic of Uruguay
	359,742	8.00%, due 11/18/22			487,450
		United Mexican States
	3,534,000	3.625%, due 3/15/22			3,666,525
	4,216,000	4.75%, due 3/8/44			4,194,920
Total Sovereign Bonds
(cost $32,254,139)					31,900,250

SHORT-TERM INVESTMENTS 2.2%
	7,338,378	Invesco STIT – Treasury
		Portfolio – Institutional Class,
		0.02% (c)			7,338,378
Total Short-Term Investments
(cost $7,338,378)					7,338,378
Total Investments
(cost $319,285,866)			99.3%		331,641,430
Other Assets less Liabilities			0.7%		2,392,096
TOTAL NET ASSETS			100.0%	$	334,033,526

(a)	Variable rate security. Rate shown reflects the rate in effect as of May 31, 2013.

(b)

Security purchased within the terms of a private placement memorandum, exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in the program or other “qualified institutional buyers.” Pacific Income Advisers, Inc., the Fund’s adviser, has determined that such security is liquid in accordance with the liquidity guidelines approved by the Board of Trustees of Advisors Series Trust. As of May 31, 2013, the value of these investments was $3,603,754 or 1.1% of total net assets.

(c)	Rate shown is the 7-day annualized yield as of May 31, 2013.

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

- 12 -

PIA Funds

PIA BBB BOND FUND

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Country Allocation
Country	% of Net Assets
United States		78.4	%
Brazil		5.2	%
Mexico		4.1	%
Canada		3.8	%
Italy		1.2	%
Philippines		1.0	%
Colombia		1.0	%
Switzerland		0.9	%
Spain		0.8	%
Peru		0.7	%
Netherlands		0.6	%
United Kingdom		0.5	%
Panama		0.5	%
France		0.4	%
Japan		0.3	%
Luxembourg		0.2	%
Ireland		0.2	%
Uruguay		0.2	%
		100.0	%

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

- 13 -

PIA Funds

PIA MBS BOND FUND

Schedule of Investments – May 31, 2013

(Unaudited)

Principal Amount			Value
MORTGAGE-BACKED SECURITIES 101.1%
Commercial Mortgage-Backed Securities 0.8%
		Banc of America
$	955,908	5.71%, due 5/10/45, Series
		2006-2, Class AAB (a)	$	996,967
		U.S. Government Agencies 100.3%
		FHLMC Pool
	64,279	4.50%, due 5/1/20, #G18052		68,326
	56,230	4.50%, due 3/1/21, #G18119		59,735
	53,191	5.00%, due 3/1/21, #G18105		57,114
	206,789	4.50%, due 5/1/21, #J01723		219,985
	51,984	6.00%, due 6/1/21, #G18124		56,939
	159,585	4.50%, due 9/1/21, #G12378		169,633
	46,102	5.00%, due 11/1/21, #G18160		49,502
	40,704	5.00%, due 2/1/22, #G12522		43,706
	64,052	5.00%, due 2/1/22, #J04411		68,775
	165,523	5.50%, due 3/1/22, #G12577		179,274
	48,964	5.00%, due 7/1/22, #J05243		52,575
	1,056,233	4.00%, due 3/1/26, #J14785		1,116,415
	399,194	3.00%, due 10/1/26, #G18406		414,885
	2,974,998	3.00%, due 11/1/26, #G18409		3,091,937
	835,887	3.00%, due 6/1/27, #G14497		872,400
	15,228	5.50%, due 5/1/35, #B31639		16,475
	394,386	5.00%, due 8/1/35, #A36351		423,159
	154,774	4.50%, due 9/1/35, #A37616		164,500
	369,119	4.50%, due 10/1/35, #A37869		392,316
	282,505	4.50%, due 10/1/35, #A38023		300,260
	115,577	4.50%, due 10/1/35, #G01890		122,841
	216,500	5.00%, due 10/1/35, #G01940		232,295
	356,931	6.00%, due 1/1/36, #A42208		391,855
	33,574	7.00%, due 1/1/36, #G02048		38,664
	334,603	5.50%, due 2/1/36, #G02031		362,020
	168,082	7.00%, due 8/1/36, #G08148		192,749
	623,208	6.50%, due 9/1/36, #A54908		705,030
	212,844	6.50%, due 11/1/36, #A54094		240,788
	129,606	5.50%, due 2/1/37, #A57840		139,882
	360,933	5.00%, due 5/1/37, #A60268		385,912
	264,093	5.00%, due 6/1/37, #G03094		282,370
	937,609	5.50%, due 6/1/37, #A61982		1,008,577
	830,598	6.00%, due 6/1/37, #A62176		902,783
	1,085,748	6.00%, due 6/1/37, #A62444		1,181,239
	199,589	5.00%, due 7/1/37, #A63187		213,402
	420,800	5.50%, due 8/1/37, #G03156		452,650
	132,737	6.50%, due 8/1/37, #A70413		150,250
	15,297	7.00%, due 8/1/37, #A70079		17,542
	21,934	7.00%, due 9/1/37, #A65335		25,169
	20,053	7.00%, due 9/1/37, #A65670		23,010
	47,162	7.00%, due 9/1/37, #A65780		54,118
	15,227	7.00%, due 9/1/37, #A65941		17,472
	4,124	7.00%, due 9/1/37, #A66041		4,746
	130,671	7.00%, due 9/1/37, #G03207		149,847
	64,430	6.50%, due 11/1/37, #A68726		72,930
	325,997	5.00%, due 2/1/38, #A73370		348,558
	12,386	5.00%, due 2/1/38, #G03836		13,244
	34,617	5.00%, due 3/1/38, #A73704		37,013
	381,554	5.00%, due 4/1/38, #A76335		407,960
	162,883	5.50%, due 4/1/38, #G04121		175,212
	16,914	5.00%, due 5/1/38, #A77463		18,085
	60,800	5.50%, due 5/1/38, #A77265		65,402
	169,933	5.50%, due 5/1/38, #G04215		182,796
	81,073	5.00%, due 6/1/38, #A77986		86,684
	35,032	5.00%, due 6/1/38, #G04522		37,456
	38,342	5.00%, due 7/1/38, #A79197		40,995
	182,488	4.50%, due 9/1/38, #G04773		193,614
	51,464	5.00%, due 9/1/38, #G04690		55,025
	909,014	5.00%, due 10/1/38, #G04832		971,924
	7,645	5.00%, due 11/1/38, #A82849		8,174
	51,477	5.00%, due 12/1/38, #G05683		55,040
	490,099	5.00%, due 2/1/39, #G05507		524,017
	74,726	4.50%, due 4/1/39, #A85612		79,282
	218,918	5.00%, due 5/1/39, #G08345		234,069
	186,030	4.50%, due 9/1/39, #A88357		197,372
	81,726	5.00%, due 9/1/39, #G05904		87,382
	297,751	4.50%, due 11/1/39, #G05748		315,905
	286,558	4.50%, due 12/1/39, #A90175		304,029

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

- 14 -

PIA Funds

PIA MBS BOND FUND

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Principal Amount			Value
U.S. Government Agencies 100.3% (continued)
		FHLMC Pool (continued)
$	82,710	4.50%, due 4/1/40, #C03464	$	87,804
	216,128	4.50%, due 5/1/40, #A92269		229,440
	1,301,902	4.50%, due 5/1/40, #G06047		1,381,279
	750,328	4.50%, due 6/1/40, #A92533		796,545
	149,103	4.50%, due 6/1/40, #A92594		158,287
	45,667	4.50%, due 8/1/40, #A93437		49,093
	1,189,939	4.50%, due 8/1/40, #A93505		1,263,234
	2,592,247	3.50%, due 1/1/41, #A96409		2,680,702
	327,082	4.50%, due 1/1/41, #A96176		351,660
	92,344	4.50%, due 2/1/41, #A97013		98,028
	77,397	4.50%, due 4/1/41, #Q00285		82,322
	1,198,088	4.50%, due 9/1/41, #C03701		1,274,318
	198,840	3.50%, due 10/1/41, #Q04087		205,625
	78,327	4.50%, due 11/1/41, #Q04699		83,311
	220,735	3.50%, due 1/1/42, #Q05410		228,267
	824,435	3.50%, due 2/1/42, #Q05996		852,567
	336,147	3.50%, due 3/1/42, #G08479		347,618
	3,201,216	3.50%, due 4/1/42, #Q07654		3,310,451
	1,485,075	3.50%, due 5/1/42, #G08491		1,535,750
	2,562,492	3.50%, due 6/1/42, #C09000		2,649,932
	2,227,274	3.50%, due 6/1/42, #Q08641		2,303,275
		FHLMC GOLD TBA (b)
	5,000,000	2.50%, due 6/15/28		5,096,680
	4,000,000	3.50%, due 6/15/42		4,132,500
		FNMA Pool
	33,727	4.50%, due 10/1/20, #842732		36,042
	163,004	3.00%, due 12/1/20, #MA0605		171,151
	83,639	4.50%, due 12/1/20, #813954		89,382
	47,831	4.50%, due 2/1/21, #845437		51,115
	79,426	5.00%, due 2/1/21, #865191		85,591
	31,990	5.00%, due 5/1/21, #879112		34,472
	149,047	4.50%, due 7/1/21, #845515		159,374
	2,662,149	3.00%, due 8/1/21, #AL0579		2,795,207
	89,651	5.50%, due 10/1/21, #905090		97,617
	257,421	3.00%, due 1/1/22, #MA0957		270,287
	57,413	5.00%, due 2/1/22, #900946		61,869
	142,765	6.00%, due 2/1/22, #912522		156,295
	174,402	5.00%, due 6/1/22, #937709		187,937
	88,528	5.00%, due 7/1/22, #938033		95,399
	111,580	5.00%, due 7/1/22, #944887		121,286
	516,229	5.50%, due 7/1/22, #905040		562,100
	19,818	4.00%, due 7/1/25, #AE1318		21,051
	21,549	4.00%, due 10/1/25, #AE1601		22,890
	631,697	4.00%, due 12/1/25, #AH6058		681,067
	524,629	4.00%, due 1/1/26, #AH3925		557,270
	22,438	4.00%, due 1/1/26, #MA0624		23,834
	59,502	4.00%, due 3/1/26, #AH8485		63,223
	980,833	4.00%, due 5/1/26, #AH8174		1,042,164
	528,380	3.00%, due 10/1/26, #AJ0049		550,414
	38,763	3.00%, due 10/1/26, #AJ5474		40,379
	126,783	3.00%, due 2/1/27, #AK4047		132,149
	286,205	3.00%, due 4/1/27, #AB4997		298,318
	884,784	3.00%, due 9/1/27, #AQ0333		922,233
	209,309	4.50%, due 4/1/29, #MA0022		225,601
	5,097	7.00%, due 8/1/32, #650101		6,014
	100,299	4.50%, due 3/1/35, #814433		107,290
	90,357	4.50%, due 4/1/35, #735396		96,656
	39,445	4.50%, due 5/1/35, #822854		42,195
	56,293	7.00%, due 6/1/35, #821610		66,159
	76,657	4.50%, due 7/1/35, #826584		82,000
	9,988	5.00%, due 7/1/35, #833958		10,815
	44,603	7.00%, due 7/1/35, #826251		52,421
	85,593	4.50%, due 8/1/35, #835751		91,559
	58,877	7.00%, due 9/1/35, #842290		69,197
	26,765	4.50%, due 11/1/35, #256032		28,630
	57,298	5.00%, due 12/1/35, #852482		62,042
	14,739	4.50%, due 1/1/36, #852510		15,766
	18,499	7.00%, due 2/1/36, #865190		21,742
	21,204	7.00%, due 4/1/36, #887709		24,946
	591,341	5.00%, due 5/1/36, #745515		642,819
	13,372	5.00%, due 7/1/36, #888789		14,500
	32,506	6.50%, due 7/1/36, #897100		36,509
	80,354	7.00%, due 7/1/36, #887793		94,535
	83,602	6.00%, due 8/1/36, #892925		91,214

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

- 15 -

PIA Funds

PIA MBS BOND FUND

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Principal Amount			Value
U.S. Government Agencies 100.3% (continued)
		FNMA Pool (continued)
$	185,139	6.50%, due 8/1/36, #878187	$	205,773
	115,096	5.00%, due 9/1/36, #893621		124,159
	176,216	5.50%, due 10/1/36, #831845		191,592
	119,875	5.50%, due 10/1/36, #893087		130,054
	89,353	6.00%, due 10/1/36, #897174		97,489
	125,111	5.50%, due 12/1/36, #256513		135,734
	1,724	6.50%, due 12/1/36, #920162		1,813
	71,496	7.00%, due 1/1/37, #256567		84,113
	255,661	5.50%, due 2/1/37, #256597		277,369
	149,521	6.00%, due 2/1/37, #909357		162,947
	3,458	7.00%, due 2/1/37, #915904		4,068
	87,689	5.00%, due 3/1/37, #913007		94,594
	172,926	5.50%, due 3/1/37, #256636		187,392
	10,435	5.00%, due 4/1/37, #914599		11,257
	156,739	6.50%, due 5/1/37, #917052		183,570
	700,300	5.50%, due 6/1/37, #918554		758,886
	158,144	5.50%, due 6/1/37, #918705		171,374
	657,498	6.00%, due 6/1/37, #888413		716,540
	446,785	6.00%, due 6/1/37, #917129		486,905
	73,862	7.00%, due 6/1/37, #256774		84,151
	61,380	7.00%, due 6/1/37, #940234		72,279
	41,449	5.00%, due 7/1/37, #944534		44,871
	284,713	5.50%, due 10/1/37, #954939		308,531
	93,181	6.00%, due 12/1/37, #965488		101,548
	551,588	5.50%, due 2/1/38, #961691		597,733
	144,966	5.00%, due 1/1/39, #AA0835		156,381
	36,416	5.00%, due 1/1/39, #AA0840		39,284
	1,631	5.00%, due 1/1/39, #AA0862		1,760
	79,805	4.00%, due 2/1/39, #930606		84,189
	7,925	5.00%, due 3/1/39, #AA4461		8,564
	233,500	5.00%, due 3/1/39, #930635		251,887
	6,459	5.00%, due 3/1/39, #930760		6,967
	31,107	5.00%, due 3/1/39, #995948		33,557
	28,523	4.00%, due 4/1/39, #AA0777		30,099
	496,072	4.00%, due 4/1/39, #AO3504		523,327
	134,807	4.50%, due 4/1/39, #AA4590		144,120
	266,636	5.00%, due 4/1/39, #930871		288,132
	243,820	5.00%, due 4/1/39, #930992		263,477
	182,041	5.00%, due 4/1/39, #995930		196,376
	617,951	4.50%, due 6/1/39, #AA7681		660,641
	241,637	5.00%, due 6/1/39, #995896		260,664
	481,307	4.50%, due 7/1/39, #AE8152		514,557
	165,851	5.00%, due 7/1/39, #995895		178,911
	732,589	4.50%, due 8/1/39, #931837		783,198
	706,104	5.00%, due 8/1/39, #AC3221		763,029
	1,942,458	4.00%, due 12/1/39, #AE0215		2,051,609
	207,399	4.50%, due 12/1/39, #932324		221,727
	42,619	4.50%, due 2/1/40, #AC8494		45,563
	109,499	4.50%, due 2/1/40, #AD1045		117,200
	100,593	4.50%, due 2/1/40, #AD2832		107,542
	63,893	5.00%, due 3/1/40, #AB1186		69,044
	2,633,736	5.00%, due 5/1/40, #AD6374		2,880,642
	35,106	5.00%, due 6/1/40, #AD8058		38,397
	375,836	5.00%, due 7/1/40, #AD4634		411,069
	458,953	5.00%, due 7/1/40, #AD4994		501,977
	50,306	5.00%, due 7/1/40, #AD7565		55,022
	1,162,068	4.50%, due 8/1/40, #AD8035		1,243,799
	196,231	4.50%, due 8/1/40, #AD8397		210,033
	300,616	4.50%, due 8/1/40, #890236		321,853
	357,757	4.00%, due 9/1/40, #AE4311		377,413
	40,716	4.00%, due 9/1/40, #AE4312		42,953
	790,205	4.50%, due 9/1/40, #AE1500		845,783
	101,655	4.00%, due 10/1/40, #AE4124		107,240
	337,319	4.00%, due 10/1/40, #AE6057		355,852
	27,536	4.00%, due 11/1/40, #AE5156		29,049
	282,171	4.00%, due 11/1/40, #AE8650		297,674
	190,641	4.50%, due 11/1/40, #AE5162		204,049
	605,819	4.00%, due 12/1/40, #MA0583		639,104
	177,865	4.00%, due 1/1/41, #AE4583		187,638
	264,156	4.00%, due 2/1/41, #AH3200		278,669
	467,001	4.50%, due 3/1/41, #AH7009		499,847
	1,729,501	4.50%, due 4/1/41, #AH9054		1,852,223
	42,925	4.50%, due 5/1/41, #AI1364		45,971
	372,164	4.50%, due 5/1/41, #AI1888		398,572

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

- 16 -

PIA Funds

PIA MBS BOND FUND

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Principal Amount			Value
U.S. Government Agencies 100.3% (continued)
		FNMA Pool (continued)
$	2,272,511	4.50%, due 5/1/41, #AL0160	$	2,440,257
	248,575	4.50%, due 6/1/41, #AI4815		266,213
	99,268	4.00%, due 7/1/41, #AI0038		104,815
	22,165	4.00%, due 8/1/41, #AI8218		23,403
	31,507	4.50%, due 9/1/41, #AH3865		33,743
	104,405	4.50%, due 9/1/41, #AI4050		111,748
	26,991	4.50%, due 9/1/41, #AJ0729		28,907
	274,831	4.00%, due 10/1/41, #AJ4052		290,189
	779,482	4.00%, due 11/1/41, #AB3946		823,039
	1,572,245	4.00%, due 11/1/41, #AJ4668		1,660,102
	1,637,609	4.00%, due 11/1/41, #AJ5643		1,729,117
	233,409	4.00%, due 12/1/41, #AJ3097		246,452
	533,783	4.00%, due 2/1/42, #AJ9774		567,920
	309,041	4.00%, due 3/1/42, #AK7153		327,276
	411,986	4.00%, due 4/1/42, #MA1028		436,296
		FNMA TBA (b)
	12,000,000	3.50%, due 6/15/41		12,429,843
		GNMA Pool
	25,844	7.00%, due 9/15/35, #647831X		29,615
	98,478	5.00%, due 10/15/35, #642220X		107,181
	84,561	5.00%, due 11/15/35, #550718X		91,770
	93,777	5.50%, due 11/15/35, #650091X		102,160
	49,671	5.50%, due 12/15/35, #646307X		54,204
	77,170	5.50%, due 4/15/36, #652534X		83,682
	82,367	6.50%, due 6/15/36, #652593X		95,622
	47,146	5.50%, due 7/15/36, #608993X		51,124
	85,900	6.50%, due 10/15/36, #646564X		97,729
	110,863	6.00%, due 11/15/36, #617294X		124,160
	147,827	6.50%, due 12/15/36, #618753X		174,529
	131,092	5.50%, due 2/15/37, #658419X		142,155
	424,207	6.00%, due 4/15/37, #668411X		474,357
	363,489	5.00%, due 8/15/37, #671463X		392,658
	196,370	6.00%, due 10/15/37, #664379X		219,584
	38,582	5.50%, due 8/15/38, #677224X		41,838
	236,039	5.50%, due 8/15/38, #691314X		255,959
	9,562	5.50%, due 12/15/38, #705632X		10,369
	1,420,798	4.50%, due 5/15/39, #717066X		1,529,045
	24,105	5.50%, due 6/15/39, #714262X		26,139
	1,065,407	5.50%, due 6/15/39, #714720X		1,155,317
	1,020,631	4.50%, due 7/15/39, #720160X		1,098,391
	2,992,172	5.00%, due 9/15/39, #726311X		3,249,124
	15,100	5.50%, due 1/15/40, #723631X		16,375
	63,942	5.50%, due 2/15/40, #680537X		69,339
		GNMA TBA (b)
	4,000,000	3.50%, due 6/15/42		4,205,937
				120,315,763
Total Mortgage-Backed Securities
(cost $118,418,619)				121,312,730
U.S. GOVERNMENT
INSTRUMENTALITIES 21.7%
U.S. Treasury Notes 21.7%
		U.S. Treasury Note
	4,000,000	0.75%, due 9/15/13		4,008,284
	15,000,000	0.50%, due 10/15/13		15,024,615
	7,000,000	0.75%, due 12/15/13		7,025,158
Total U.S. Government Instrumentalities
(cost $26,054,887)				26,058,057

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

- 17 -

PIA Funds

PIA MBS BOND FUND

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Shares					Value
SHORT-TERM INVESTMENTS 0.7%
	834,284	Fidelity Institutional Money
		Market Government
		Portfolio – Class I, 0.01% (c)			$	834,284
Total Short-Term Investments
(cost $834,284)						834,284
Total Investments
(cost $145,307,790)			123.5	%		148,205,071
Liabilities less Other Assets			(23.5	)%		(28,178,597	)
TOTAL NET ASSETS			100.0	%	$	120,026,474

(a)	Variable rate security. Rate shown reflects the rate in effect as of May 31, 2013.

(b)	Security purchased on a when-issued basis. As of May 31, 2013, the total cost of investments purchased on a when-issued basis was $26,421,406 or 22.0% of total net assets.

(c)	Rate shown is the 7-day annualized yield as of May 31, 2013.

FHLMC – Federal Home Loan Mortgage Corporation

FNMA – Federal National Mortgage Association

GNMA – Government National Mortgage Association

TBA – To Be Announced

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

- 18 -

PIA Funds

Statements of Assets and Liabilities – May 31, 2013

(Unaudited)

	BBB		MBS
	Bond Fund		Bond Fund
Assets:
Investments in securities, at value (cost $319,285,866 and $145,307,790, respectively)	$	331,641,430	$	148,205,071
Deposit at broker for futures contracts		—		1,000
Receivable for fund shares sold		259,660		99,024
Investment receivable		3,144,625		13,433,945
Interest receivable		4,271,835		371,721
Due from investment adviser (Note 4)		42,334		28,404
Collateral receivable from broker		—		1,643
Prepaid expenses		44,311		27,140
Total assets		339,404,195		162,167,948

Liabilities:
Payable for securities purchased		3,427,807		40,072,812
Payable for fund shares redeemed		1,810,534		1,980,445
Payable for distributions		193		141
Administration fees		26,669		19,012
Custody fees		7,635		7,872
Transfer agent fees and expenses		34,987		13,014
Fund accounting fees		37,149		29,840
Audit fees		8,719		8,719
Chief Compliance Officer fee		2,465		1,960
Accrued expenses		14,511		7,659
Total liabilities		5,370,669		42,141,474
Net Assets	$	334,033,526	$	120,026,474

Net Assets Consist of:
Paid-in capital	$	313,489,433	$	117,645,356
Undistributed net investment income/(loss)		65,249		(595,300	)
Accumulated net realized gain on investments		8,123,280		79,137
Net unrealized appreciation on investments		12,355,564		2,897,281
Net Assets	$	334,033,526	$	120,026,474

Net Asset Value, Offering Price and Redemption Price Per Share	$	9.83	$	9.74

Shares Issued and Outstanding
(Unlimited number of shares authorized, par value $0.01)		33,970,658		12,316,731

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

- 19 -

PIA Funds

Statements of Operations – Six Months Ended May 31, 2013

(Unaudited)

	BBB			MBS
	Bond Fund			Bond Fund
Investment Income:
Interest	$	7,298,098		$	1,085,420
Total investment income		7,298,098			1,085,420

Expenses:
Transfer agent fees and expenses (Note 4)		58,356			24,133
Fund accounting fees (Note 4)		56,272			46,301
Administration fees (Note 4)		42,468			29,069
Registration fees		22,808			12,342
Custody fees (Note 4)		14,530			17,307
Trustees’ fees		10,175			6,365
Audit fees		8,739			8,739
Insurance		5,730			3,397
Reports to shareholders		5,114			2,335
Legal fees		4,691			4,069
Chief Compliance Officer fee (Note 4)		3,703			2,944
Miscellaneous		7,971			4,729
Total expenses		240,557			161,730
Less: Expense reimbursement from Advisor (Note 4)		(240,557	)		(161,730	)
Net expenses		—			—
Net investment income		7,298,098			1,085,420

Realized and Unrealized Gain/(Loss) on Investments
Net realized gain on investments		8,181,803			79,176
Net change in unrealized appreciation/(depreciation) on investments		(18,063,040	)		(2,607,707	)
Net loss on investments		(9,881,237	)		(2,528,531	)
Net decrease in net assets resulting from operations	$	(2,583,139	)	$	(1,443,111	)

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

- 20 -

PIA Funds

Statements of Changes in Net Assets

	BBB						MBS
	Bond Fund						Bond Fund
	Six Months						Six Months
	Ended						Ended
	May 31, 2013			Year Ended			May 31, 2013			Year Ended
	(Unaudited)			Nov. 30, 2012			(Unaudited)			Nov. 30, 2012
Increase/(Decrease) in Net Assets From
Operations:
Net investment income	$	7,298,098		$	14,575,233		$	1,085,420		$	3,221,176
Net realized gain on investments		8,181,803			10,535,741			79,176			2,435,684
Net change in unrealized appreciation/(depreciation)
on investments		(18,063,040	)		12,011,067			(2,607,707	)		(93,216	)
Net increase in net assets resulting from operations		(2,583,139	)		37,122,041			(1,443,111	)		5,563,644

Distributions Paid to Shareholders:
Distributions from net investment income		(7,364,923	)		(14,556,232	)		(1,894,620	)		(4,395,560	)
Distributions from net realized gains on investments		(10,431,614	)		(14,474,369	)		(1,282,470	)		(315,468	)
Total distributions		(17,796,537	)		(29,030,601	)		(3,177,090	)		(4,711,028	)

Capital Share Transactions:
Net proceeds from shares sold		32,967,849			176,489,927			13,764,275			54,451,855
Distributions reinvested		4,553,308			9,280,246			1,367,383			2,131,121
Payment for shares redeemed		(66,018,514	)		(84,888,859	)		(74,986,851	)		(21,303,919	)
Net increase/(decrease) in net assets
from capital share transactions		(28,497,357	)		100,881,314			(59,855,193	)		35,279,057
Total increase/(decrease) in net assets		(48,877,033	)		108,972,754			(64,475,394	)		36,131,673

Net Assets, Beginning of Period		382,910,559			273,937,805			184,501,868			148,370,195
Net Assets, End of Period	$	334,033,526		$	382,910,559		$	120,026,474		$	184,501,868
Includes Undistributed Net Investment Income/(Loss) of	$	65,249		$	132,074		$	(595,300	)	$	235,141

Transactions in Shares:
Shares sold		3,281,136			17,325,808			1,391,861			5,431,616
Shares issued on reinvestment of distributions		452,512			936,282			138,057			212,752
Shares redeemed		(6,548,827	)		(8,382,500	)		(7,588,235	)		(2,122,494	)
Net increase/(decrease) in shares outstanding		(2,815,179	)		9,879,590			(6,058,317	)		3,521,874

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

- 21 -

PIA Funds

BBB BOND FUND

Financial Highlights

	Six Months
	Ended
	May 31, 2013			Year Ended November 30,
	(Unaudited)			2012			2011			2010			2009			2008
Per Share Operating Performance
(For a fund share outstanding throughout each period)

Net asset value, beginning of period	$	10.41		$	10.18		$	10.14		$	9.70		$	7.76		$	9.53

Income From Investment Operations:
Net investment income		0.20			0.46			0.53			0.54			0.56			0.55
Net realized and unrealized gain/(loss)
on investments and swap contracts		(0.29	)		0.77			0.05			0.44			1.95			(1.79	)
Total from investment operations		(0.09	)		1.23			0.58			0.98			2.51			(1.24	)

Less Distributions:
Distributions from net investment income		(0.20	)		(0.46	)		(0.54	)		(0.54	)		(0.57	)		(0.53	)
Distributions from net realized gains on investments		(0.29	)		(0.54	)		—			—			—			—
Total distributions		(0.49	)		(1.00	)		(0.54	)		(0.54	)		(0.57	)		(0.53	)

Net asset value, end of period	$	9.83		$	10.41		$	10.18		$	10.14		$	9.70		$	7.76

Total Return		-0.89	%++		12.89	%		5.88	%		10.33	%		33.28	%		-13.58	%

Ratios/Supplemental Data:
Net assets, end of period (in 000’s)	$	334,034		$	382,911		$	273,938		$	337,421		$	331,490		$	165,352
Ratio of expenses to average net assets:
Net of expense reimbursement		0.00	%+		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Before expense reimbursement		0.13	%+		0.13	%		0.13	%		0.12	%		0.14	%		0.18	%
Ratio of net investment income to average net assets:
Net of expense reimbursement		4.00	%+		4.61	%		5.13	%		5.41	%		6.35	%		6.06	%
Before expense reimbursement		3.87	%+		4.48	%		5.00	%		5.29	%		6.21	%		5.88	%
Portfolio turnover rate		20	%++		75	%		58	%		45	%		84	%		39	%

+	Annualized for periods less than one year.

++	Not annualized for periods less than one year.

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

- 22 -

PIA Funds

MBS BOND FUND

Financial Highlights

	Six Months
	Ended
	May 31, 2013			Year Ended November 30,
	(Unaudited)			2012			2011			2010			2009			2008
Per Share Operating Performance
(For a fund share outstanding throughout each period)

Net asset value, beginning of period	$	10.04		$	9.99		$	10.14		$	10.14		$	10.35		$	10.25

Income From Investment Operations:
Net investment income		0.05			0.19			0.28			0.32			0.49			0.59
Net realized and unrealized gain on investments		(0.17	)		0.14			0.13			0.11			0.38			0.07
Total from investment operations		(0.12	)		0.33			0.41			0.43			0.87			0.66

Less Distributions:
Distributions from net investment income		(0.11	)		(0.26	)		(0.35	)		(0.34	)		(0.51	)		(0.56	)
Distributions from net realized gains on investments		(0.07	)		(0.02	)		(0.21	)		(0.09	)		(0.57	)		(0.00	)#
Total distributions		(0.18	)		(0.28	)		(0.56	)		(0.43	)		(1.08	)		(0.56	)

Net asset value, end of period	$	9.74		$	10.04		$	9.99		$	10.14		$	10.14		$	10.35

Total Return		-1.07	%++		3.37	%		4.32	%		4.37	%		9.05	%		6.64	%

Ratios/Supplemental Data:
Net assets, end of period (in 000’s)	$	120,026		$	184,502		$	148,370		$	122,332		$	106,098		$	108,337
Ratio of expenses to average net assets:
Net of expense reimbursement		0.00	%+		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Before expense reimbursement		0.19	%+		0.17	%		0.18	%		0.19	%		0.20	%		0.19	%
Ratio of net investment income to average net assets:
Net of expense reimbursement		1.28	%+		1.90	%		2.83	%		3.22	%		4.93	%		5.33	%
Before expense reimbursement		1.09	%+		1.73	%		2.65	%		3.03	%		4.73	%		5.14	%
Portfolio turnover rate		197	%++		278	%		122	%		388	%		108	%		126	%

+	Annualized for periods less than one year.

++	Not annualized for periods less than one year.

#	Amount is less than $0.01.

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

- 23 -

PIA Funds

Notes to Financial Statements – May 31, 2013

(Unaudited)

Note 1 – Organization

The PIA BBB Bond Fund and the PIA MBS Bond Fund (the “Funds”) are each a series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. Currently, the Funds offer the Managed Account Completion Shares (MACS) class. Each of the Funds is diversified and has separate assets and liabilities and differing investment objectives. The investment objective of the PIA BBB Bond Fund (the “BBB Bond Fund”) is to seek to provide a total rate of return that approximates that of bonds rated within the BBB category by Standard and Poor’s Rating Group, the Baa category by Moody’s Investors Services or the BBB category by Fitch, Inc. The investment objective of the PIA MBS Bond Fund (the “MBS Bond Fund”) is to seek to provide a total rate of return that approximates that of mortgage-backed securities (“MBS”) included in the Barclays Capital U.S. MBS Fixed Rate Index. The BBB Bond Fund and the MBS Bond Fund commenced operations on September 25, 2003 and February 28, 2006, respectively. Only authorized investment advisory clients of Pacific Income Advisers, Inc. are eligible to invest in the Funds.

Note 2 – Significant Accounting Policies

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

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

Securities Purchased on a When-Issued Basis – Delivery and payment for securities that have been purchased by the Funds on a forward-commitment or when-issued basis can take place up to a month or more after the transaction date. During this period, such securities are subject to market fluctuations. The Funds are required to hold and maintain until the settlement date, cash or other liquid assets in an amount sufficient to meet the purchase price. The purchase of securities on a when-issued or forward-commitment basis may increase the volatility of the Funds’ net asset values if the Funds make such purchases while remaining substantially fully invested. In connection with the ability to purchase securities on a when-issued basis, the Funds may also enter into dollar rolls in which the Funds sell securities purchased on a forward-commitment basis and simultaneously contract with a counterparty to repurchase similar (same type, coupon, and maturity), but not identical securities on a specified future date. As an inducement for the Funds to “rollover” their purchase commitments, the Funds receive negotiated amounts in the form of reductions of the purchase price of the commitment. Dollar rolls are considered a form of leverage.

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

The Funds recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Funds’ tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years 2010 – 2012, or expected to be taken in the Funds’ 2013 tax returns. The Funds identify their major tax jurisdictions as U.S. Federal and the state of Wisconsin; however the Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

- 24 -

PIA Funds

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

Expenses – Each Fund is charged for those expenses that are directly attributable to the Fund, such as administration and custodian fees. Expenses that are not directly attributable to a Fund are typically allocated among the Funds in proportion to their respective net assets.

Securities Transactions and Investment Income – Security transactions are accounted for on a trade date basis. Realized gains and losses on sales of securities are calculated on the basis of identified cost. Interest income is recorded on an accrual basis. Discounts and premiums on securities purchased are amortized over the life of the respective security.

Distributions to Shareholders – Distributions to shareholders are recorded on the ex-dividend date. The Funds distribute substantially all net investment income, if any, monthly and net realized gains, if any, annually. The amount and character of income and net realized gains to be distributed are determined in accordance with Federal income tax rules and regulations, which may differ from accounting principles generally accepted in the United States of America. To the extent that these differences are attributable to permanent book and tax accounting differences, the components of net assets have been adjusted.

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.

Guarantees and Indemnifications – In the normal course of business, the Funds enter into contracts with service providers that contain general indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims against the Funds that have not yet occurred. Based on experience, the Funds expect the risk of loss to be remote.

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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operation during the reporting period. Actual results could differ from those estimates.

Events Subsequent to the Fiscal Period End – In preparing the financial statements as of May 31, 2013, management considered the impact of subsequent events for the potential recognition or disclosure in these 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.

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PIA Funds

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

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 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. The Funds’ investments are carried at fair value.

Investment Companies – 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.

Corporate Bonds – Corporate bonds, including listed 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. Most corporate bonds are categorized in level 2 of the fair value hierarchy.

Foreign Securities – Foreign economies may differ from the U.S. economy and individual foreign companies may differ from domestic companies in the same industry.

Foreign companies or entities are frequently not subject to accounting and financial reporting standards applicable to domestic companies, and there may be less information available about foreign issuers. Securities of foreign issuers are generally less liquid and more volatile than those of comparable domestic issuers. There is frequently less government regulation of broker-dealers and issuers than in the United States. In addition, investments in foreign countries are subject to the possibility of expropriation, confiscatory taxation, political or social instability or diplomatic developments that could adversely affect the value of those investments.

All foreign securities owned by the BBB Bond Fund are U.S. dollar denominated.

U.S. Government Securities – U.S. government securities are normally valued using a model that incorporates 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. U.S. government securities are typically categorized in level 2 of the fair value hierarchy.

U.S. Government Agency Securities – U.S. government agency securities are comprised of two main categories consisting of agency issued debt and mortgage pass-throughs. Agency issued debt securities are generally valued in a manner similar to U.S. government securities. Mortgage pass-throughs include to-be-announced (“TBAs”) securities and mortgage pass-through certificates. TBA securities and mortgage pass-throughs are generally valued using dealer quotations. These securities are typically categorized in level 2 of the fair value hierarchy.

- 26 -

PIA Funds

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

Derivative Instruments – Listed derivatives that are actively traded are valued based on quoted prices from the exchange and are categorized in level 1 of the fair value hierarchy. Credit default swaps are valued daily based upon quotations from market makers and are typically categorized in level 2 of the fair value hierarchy.

Short-Term Securities – Short-term securities which mature in 60 days or less are valued at amortized cost (unless the Board of Trustees determines that this method does not represent fair value). Short-term securities which mature after 60 days are valued at market. 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 does not 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. There can be no assurance that the Funds could obtain the fair value assigned to a security if they were to sell the security at approximately the time at which the Funds determine their net asset values per share.

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

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Funds’ securities as of May 31, 2013:

BBB Bond Fund

	Level 1		Level 2		Level 3		Total
Fixed Income
Corporate Bonds	$	—	$	292,402,802	$	—	$	292,402,802
Sovereign Bonds		—		31,900,250		—		31,900,250
Total Fixed Income		—		324,303,052		—		324,303,052
Short-Term Investments		7,338,378		—		—		7,338,378
Total Investments	$	7,338,378	$	324,303,052	$	—	$	331,641,430

- 27 -

PIA Funds

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

MBS Bond Fund

	Level 1		Level 2		Level 3		Total
Fixed Income
Commercial Mortgage-Backed
Securities	$	—	$	996,967	$	—	$	996,967
Mortgage-Backed Securities –
U.S. Government Agencies		—		120,315,763		—		120,315,763
U.S. Government Instrumentalities		—		26,058,057		—		26,058,057
Total Fixed Income		—		147,370,787		—		147,370,787
Short-Term Investments		834,284		—		—		834,284
Total Investments	$	834,284	$	147,370,787	$	—	$	148,205,071

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

New Accounting Pronouncement – In January 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-01 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. This update gives additional clarification to the FASB ASU No. 2011-11 Disclosures about Offsetting Assets and Liabilities. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. The Funds are currently evaluating the impact ASU 2013-01 will have on the financial statement disclosures.

Note 4 – Investment Advisory Fee and Other Transactions with Affiliates

The Funds have investment advisory agreements with Pacific Income Advisers, Inc. (“PIA” or 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 the Funds. Under the agreement, the Funds do not pay the Adviser an investment advisory fee. However, investors in the Funds will be charged investment advisory fees by the Adviser and persons other than the Adviser. Clients of PIA pay PIA an investment advisory fee to manage their assets, including assets invested in the Funds. Participants in “wrap-fee” programs pay fees to the program sponsor, who in turn pays fees to the Adviser.

The Funds are responsible for their own operating expenses. PIA has voluntarily agreed to limit the total expenses of the Funds to an annual rate of 0.00% of average daily net assets through March 29, 2014. This waiver may be discontinued at any time after March 29, 2014 as long as the Adviser provides shareholders of the Funds with written notice six months in advance of the discontinuance. The Adviser may not recoup expense reimbursements in future periods. For the six months ended May 31, 2013, the Adviser absorbed Fund expenses in the amount of $240,557 and $161,730 for the BBB Bond Fund and the MBS Bond Fund, respectively.

- 28 -

PIA Funds

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

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”) also serves as the fund accountant and transfer agent to the Funds. U.S. Bank N.A., an affiliate of USBFS, serves as the Funds’ custodian.

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

Certain officers of the Funds are employees of the Administrator.

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

	BBB Bond Fund		MBS Bond Fund
Administration	$	42,468	$	29,069
Fund Accounting		56,272		46,301
Transfer Agency
(excludes out-of-pocket expenses and sub-ta fees)		51,158		19,331
Custody		14,530		17,307
Chief Compliance Officer		3,703		2,944

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

	BBB Bond Fund		MBS Bond Fund
Administration	$	26,669	$	19,012
Fund Accounting		37,149		29,840
Transfer Agency
(excludes out-of-pocket expenses and sub-ta fees)		31,054		10,099
Custody		7,635		7,872
Chief Compliance Officer		2,465		1,960

Note 5 – Purchases and Sales of Securities

	Non-Government				U.S. Government
	Purchases		Sales		Purchases		Sales
BBB Bond Fund	$	71,703,121	$	112,129,599		—		—
MBS Bond Fund		304,815,645		335,992,189		—		—

Purchases and sales of U.S. Government securities include only long-term purchases and sales of securities directly issued by the U.S. Government such as U.S. Treasury notes and bonds.

- 29 -

PIA Funds

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

Note 6 – Derivative Instruments

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.

During the six months ended May 31, 2013, the Funds did not hold derivative instruments.

Note 7 – Line of Credit

The BBB Bond Fund has a line of credit in the amount of $18,400,000. This line of credit is intended to provide short-term financing, if necessary, subject to certain restrictions, in connection with shareholder redemptions. The credit facility is with the BBB Bond Fund’s custodian, U.S. Bank N.A. During the six months ended May 31, 2013, the BBB Bond Fund did not draw upon its line of credit.

Note 8 – Federal Income Tax Information

Net investment income and net realized gains/(losses) differ for financial statement and tax purposes due to differing treatments of paydowns.

The tax character of distributions paid during the six months ended May 31, 2013 and the year ended November 30, 2012 was as follows:

	BBB Bond Fund				MBS Bond Fund
	May 31, 2013		Nov. 30, 2012		May 31, 2013		Nov. 30, 2012
Ordinary income	$	7,767,811	$	14,556,232	$	3,177,090	$	4,711,028
Long-term capital gains		10,028,726		14,474,369		—		—

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

As of November 30, 2012, the Funds’ most recently completed fiscal year end, the components of capital on a tax basis were as follows:

	BBB Bond Fund			MBS Bond Fund
Cost of investments (a)	$	349,588,228		$	223,627,151
Gross unrealized appreciation		31,334,031			5,505,001
Gross unrealized depreciation		(973,736	)		(13	)
Net unrealized appreciation		30,360,295			5,504,988
Undistributed ordinary income		534,899			1,496,331
Undistributed long-term capital gain		10,028,575			—
Total distributable earnings		10,563,474			1,496,331
Other accumulated gains/(losses)		—			—
Total accumulated earnings/(losses)	$	40,923,769		$	7,001,319

(a)

The difference between book-basis and tax-basis net unrealized appreciation in the BBB Bond Fund is attributable primarily to wash sales. The book-basis and tax-basis net unrealized appreciation is the same in the MBS Bond Fund.

- 30 -

PIA Funds

Notice to Shareholders – May 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 1-800-251-1970, or on the 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 Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1-800-251-1970. Furthermore, you can obtain the Funds’ proxy voting records on the SEC’s website at http://www.sec.gov.

Quarterly Filings on Form N-Q

The Funds file their complete schedules 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 1-800-251-1970.

- 31 -

PIA Funds

Approval of Investment Advisory Agreement

(Unaudited)

At a meeting held on December 4-6, 2012, the Board, including all the persons who are Independent Trustees as defined under the Investment Company Act of 1940, as amended, considered and approved the continuance of the Advisory Agreements for the PIA BBB Bond Fund and PIA MBS Bond Fund (the “Funds”) with Pacific Income Advisors, Inc. (the “Adviser”) for another annual term. At this meeting, and at a prior meeting held on October 24-25, 2012, the Board received and reviewed substantial information regarding the Funds, the Adviser and the services provided by the Adviser to the Funds under the Advisory Agreements. This information, together with the information provided to the Board throughout the course of the year, formed the primary (but not exclusive) basis for the Board’s determinations. Below is a summary of the factors considered by the Board and the conclusions that formed the basis for the Board’s continuance of the Advisory Agreements:

THE NATURE, EXTENT AND QUALITY OF THE SERVICES PROVIDED AND TO BE PROVIDED BY THE ADVISER UNDER THE ADVISORY AGREEMENTS. The Board considered the Adviser’s specific responsibilities in all aspects of day-to-day investment management of the Funds. The Board considered the qualifications, experience and responsibilities of the portfolio managers, as well as the responsibilities of other key personnel of the Adviser involved in the day-to-day activities of the Funds. 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 the Adviser’s business continuity plan. The Board also considered the prior relationship between the Adviser and the Trust, as well as the Board’s knowledge of the Adviser’s operations, and noted that during the course of the prior year they had met with the Adviser to discuss various marketing and compliance topics, including the Adviser’s diligence in risk oversight. The Board concluded that the Adviser had the quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Advisory Agreements and that the nature, overall quality, cost and extent of such management services are satisfactory.

THE FUNDS’ HISTORICAL PERFORMANCE AND THE OVERALL PERFORMANCE OF THE ADVISER. In assessing the quality of the portfolio management delivered by the Adviser, the Board reviewed the short-term and long-term performance of the Funds as of August 31, 2012 on both an absolute basis, and in comparison to both benchmarks and their peer funds as classified by Lipper and Morningstar. While the Board considered performance over both short and long term periods, it placed less emphasis on very short term performance and greater emphasis on longer term performance. When reviewing performance against the comparative peer group universe, the Board took into account that the investment objective and strategies of the Funds, as well as their level of risk tolerance, may differ significantly from funds in the peer universe.

PIA BBB Bond Fund: The Board noted that the BBB Bond Fund’s performance, with regard to its Lipper comparative universe, was above its peer group median and Lipper Index for all relevant periods, except for the one-year period. The Board noted that the BBB Bond Fund’s performance, with regard to its Morningstar comparative universe, was above its peer group median and average for the five-year period, and below its peer group median and average for all other relevant periods. The Board also reviewed the performance of the Fund against broad-based securities market benchmarks.

- 32 -

PIA Funds

Approval of Investment Advisory Agreement (continued)

(Unaudited)

PIA MBS Bond Fund: The Board noted that the MBS Bond Fund’s performance, with regard to its Lipper comparative universe, was above its peer group median and Lipper Index for the five-year and since inception periods, and below its peer group median and Lipper Index for the three-month, year-to-date, one-year and three-year periods. The Board noted that the MBS Bond Fund’s performance, with regard to its Morningstar comparative universe, was above its peer group median and average for the five-year and since inception periods, above its peer group median but below its peer group average for the three month period, and below its peer group median and average for the year-to-date, one-year and three-year periods. The Board also reviewed the performance of the Fund against a broad-based securities market benchmark.

THE COSTS OF THE SERVICES TO BE PROVIDED BY THE ADVISER AND THE STRUCTURE OF THE ADVISER’S FEE UNDER THE ADVISORY AGREEMENTS. In considering the appropriateness of the advisory fee, the Board considered the level of the fee itself as well as the total fees and expenses of each Fund. The Board reviewed information as to fees and expenses of advisers and funds within the relevant Lipper peer funds as well as fees and expenses of separate accounts for other types of clients advised by the Adviser. The Board also considered that the Adviser does not manage any separate accounts with a similar strategy to that of the Funds.

PIA BBB Bond Fund: The Board noted that the Adviser does not charge management fees to the BBB Bond Fund. The Board recognized that clients of the Adviser pay the Adviser an investment advisory fee to manage their assets as part of wrap programs or other investment advisory accounts, including assets invested in the BBB Bond Fund. The Board noted that the Adviser had also voluntarily absorbed all of the Fund’s ordinary operating expenses.

PIA MBS Bond Fund: The Board noted that the Adviser does not charge management fees to the MBS Bond Fund. The Board recognized that clients of the Adviser pay the Adviser an investment advisory fee to manage their assets as part of wrap programs or other investment advisory accounts, including assets invested in the MBS Bond Fund. The Board noted that the Adviser had also voluntarily absorbed all of the Fund’s ordinary operating expenses.

ECONOMIES OF SCALE. The Board also considered that economies of scale would be expected to be realized by the Adviser as the assets of the Funds grow. The Board noted that since the Adviser does not charge a management fee to the Funds, and has absorbed all of the Funds’ ordinary operating expenses, such economies of scale might be realized in the form of reinvestment by the Adviser in its research, compliance and other advisory operations.

THE PROFITS TO BE REALIZED BY THE ADVISER AND ITS AFFILIATES FROM THEIR RELATIONSHIP WITH THE FUNDS. The Board reviewed the Adviser’s financial information and took into account both the direct benefits and the indirect benefits to the Adviser from advising the Funds. The Board considered the profitability to the Adviser from its relationship with the Funds and considered any additional benefits derived by the Adviser from its relationship with the Funds, including the advisory fee it received from the wrap programs and other advisory accounts associated with assets invested in the Funds. After such review, the Board determined that the profitability to the Adviser with respect to the Advisory Agreements was not excessive, and that the Adviser had maintained adequate resources and profit levels to support the services it provides to the Funds.

- 33 -

PIA Funds

Approval of Investment Advisory Agreement (continued)

(Unaudited)

No single factor was determinative of the Board’s decision to approve the continuance of the Advisory Agreements for the PIA BBB Bond Fund and PIA MBS Bond, but rather the Board based its determination on the total mix of information available to them. Based on a consideration of all the factors in their totality, the Board determined that the advisory arrangement with the Adviser, including the advisory fees, were fair and reasonable. The Board therefore determined that the continuance of the Advisory Agreements for the PIA BBB Bond Fund and PIA MBS Bond would be in the best interest of each Fund and its shareholders.

- 34 -

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.

Adviser

Pacific Income Advisers, Inc.

1299 Ocean Avenue, Suite 210

Santa Monica, CA 90401

Distributor

Quasar Distributors, LLC

615 East Michigan Street

Milwaukee, WI 53202

Transfer Agent

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, WI 53202

(800) 251-1970

Custodian

U.S. Bank N.A.

1555 North River Center Drive, Suite 302

Milwaukee, WI 53212

Independent Registered Public Accounting Firm

Tait, Weller & Baker LLP

1818 Market Street, Suite 2400

Philadelphia, PA 19103

Legal Counsel

Paul Hastings LLP

75 East 55th Street

New York, NY 10022

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

PIA Funds

– PIA Moderate

Duration Bond Fund

– PIA Short-Term

Securities Fund

Semi-Annual Report

May 31, 2013

PIA Funds

Dear Shareholder:

During the six month period ended May 31, 2013, the total returns, including the reinvestment of dividends and capital gains, were as follows:

PIA Short-Term Securities Fund	0.03%
PIA Moderate Duration Bond Fund	-0.82%

PIA Short-Term Securities Fund

The PIA Short-Term Securities Fund’s return of 0.03% for the six month period ended May 31, 2013 was modestly below the Fund’s benchmark index, the BofA Merrill Lynch 1-Year U.S. Treasury Note Index, which returned 0.16% for the same period, and that of the Barclays Capital U.S. Government/Corporate 1-Year Duration Index return of 0.14%. The Fund’s total return is net of 0.17% in Fund fees and expenses for the six months, compared to the benchmark index, which does not incur fees and expenses. As stated in the current prospectus, the Fund’s gross expense ratio is 0.38%.

PIA has contractually agreed to waive all or a portion of its management fees and pay Fund expenses to ensure that Net Annual Fund Operating Expenses (excluding acquired fund fees and expenses, interest, taxes and extraordinary expenses) do not exceed 0.35% of the Fund’s average daily net assets through March 29, 2014.

During this period, the Fund had approximately a neutral maturity structure relative to the Fund’s benchmark index. The Fund also had an overweight in short average life/floating rate government mortgage-backed securities, agencies and corporate notes which added yield to the portfolio. At the same time, some spread widening in some of the corporate notes in the Fund contributed to a modest underperformance. During the period we continued to add short term corporate bonds that offered attractive yield, as we believe that they will not only provide the portfolio with additional yield, but will also outperform similar maturity Treasuries as the U.S. economy gradually improves.

PIA Moderate Duration Bond Fund

The PIA Moderate Duration Bond Fund’s return of -0.82% for the six month period ended May 31, 2013 was higher than the Fund’s benchmark index, the Barclays Capital U.S. Aggregate Bond Index, which returned -1.05% for the same period. The Fund’s total return is net of 0.25% in Fund fees and expenses for the six months, compared to the benchmark index, which does not incur fees and expenses. As stated in the current prospectus, the Fund’s gross expense ratio is 0.80% and the Fund’s Net Annual Fund Operating Expenses including acquired fund fees and expenses is 0.51%.

PIA has contractually agreed to waive all or a portion of its management fees and pay Fund expenses to ensure that Net Annual Fund Operating Expenses (excluding acquired fund fees and expenses, interest, taxes and extraordinary expenses) do not exceed 0.50% of the Fund’s average daily net assets through March 29, 2014.

The Fund’s outperformance was mainly due to its overweight in investment grade and high yield corporate securities and to a lesser extent due to its modestly shorter duration in a period of rising interest rates.

- 1 -

PIA Funds

Lloyd McAdams

Chairman of the Board

Pacific Income Advisers, Inc.

Past performance is not a guarantee of future results.

Opinions expressed above are those of the adviser and are subject to change, are not guaranteed and should not be considered recommendations to buy or sell any security.

Must be preceded or accompanied by a prospectus.

The Funds may also use options and futures contracts and the Moderate Duration Bond Fund may also use swaps, which have the risks of unlimited losses of the underlying holdings due to unanticipated market movements and failure to correctly predict the direction of securities prices, interest rates and currency rates. Derivatives involve risks different from, and in certain cases, greater than the risks presented by more traditional investments. These risks are fully disclosed in the Prospectus.

The Moderate Duration Bond Fund is non-diversified, meaning it may concentrate its assets in fewer individual holdings than a diversified fund. Therefore, the Fund is more exposed to market volatility than a diversified fund. Investment by the Fund in lower-rated and non-rated securities presents a greater risk of loss to principal and interest than higher-rated securities.

The Barclays Capital U.S. Aggregate Bond Index (the “Index”) is an unmanaged index presented for comparative purposes only. The Index represents securities that are U.S. domestic, taxable, and dollar denominated. The Index covers the U.S. investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities. The BofA Merrill Lynch 1 Year U.S. Treasury Note Index (the “Index”) is an unmanaged index presented for comparative purposes only. The Index is comprised of a single U.S. Treasury issue with approximately one year to final maturity purchased at the beginning of each month and held for one full month. At the end of the month, that issue is sold and rolled into a newly selected issue. The Barclays Capital U.S. Government/Corporate 1-Year Duration Index is an unmanaged index, which represents the short-term U.S. investment grade bond market as well as short-term U.S. government agency and Treasury securities. You cannot invest directly in an index.

Gross Domestic Product is the amount of goods and services produced in a year, in a country.

Consumer Price Index measures the weighted average of prices of a basket of consumer goods and services, such as transportation, food and medical care.

Basis point equals 1/100th of 1%.

Quasar Distributors, LLC, Distributor

- 2 -

PIA Funds

Expense Example – May 31, 2013

(Unaudited)

Actual Expenses

The first line of the tables below provides information about actual account values and actual expenses, with actual net expenses being limited to 0.50% and 0.35% per the Operating Expenses Limitation Agreement for the PIA Moderate Duration Bond Fund and the PIA Short-Term Securities Fund, respectively. Although the Funds charge no sales loads 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 Example below includes, but is not limited to, management fees, 12b-1 fees, fund accounting, custody and transfer agent fees. You may use the information in the first line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

	Beginning Account	Ending Account	Expenses Paid During
	Value 12/1/12	Value 5/31/13	Period 12/1/12 – 5/31/13*
PIA Moderate Duration Bond Fund
Actual	$1,000.00	$ 991.80	$2.48
Hypothetical (5% return before expenses)	$1,000.00	$1,022.44	$2.52

PIA Short-Term Securities Fund
Actual	$1,000.00	$1,000.30	$1.75
Hypothetical (5% return before expenses)	$1,000.00	$1,023.19	$1.77

Expenses are equal to a Fund’s annualized expense ratio, multiplied by the average account values over the period, multiplied by 182 (days in most recent fiscal half-year) / 365 days to reflect the one-half year expense. The annualized expense ratios of the PIA Moderate Duration Bond Fund and the PIA Short-Term Securities Fund are 0.50% and 0.35%, respectively.

- 3 -

PIA Funds

PIA MODERATE DURATION BOND FUND

Allocation of Portfolio Assets – May 31, 2013

(Unaudited)

Investments by Type

As a Percentage of Total Investments

- 4 -

PIA Funds

PIA SHORT-TERM SECURITIES FUND

Allocation of Portfolio Assets – May 31, 2013

(Unaudited)

Investments by Type

As a Percentage of Total Investments

- 5 -

PIA Funds

PIA MODERATE DURATION BOND FUND

Schedule of Investments – May 31, 2013

(Unaudited)

Principal Amount			Value
CORPORATE BONDS 40.2%
Agriculture 2.1%
		Archer-Daniels-Midland Co.
$	275,000	5.375%, due 9/15/35	$	308,652
		Bunge Limited Finance Corp.
	400,000	8.50%, due 6/15/19		512,571
				821,223
Auto Service 1.1%
		American Axle &
		Manufacturing, Inc.
	200,000	6.625%, due 10/15/22		216,250
		Meritor, Inc.
	250,000	6.75%, due 6/15/21		248,125
				464,375
Banks 4.3%
		Bank of America Corp.
	325,000	5.125%, due 11/15/14		343,668
		CIT Group, Inc.
	200,000	5.00%, due 8/15/22		213,975
		Citigroup, Inc.
	400,000	4.50%, due 1/14/22		433,986
		JPMorgan Chase & Co.
	370,000	4.50%, due 1/24/22		401,811
		Wells Fargo Co.
	400,000	1.50%, due 1/16/18		396,268
				1,789,708
Beverages 1.2%
		Anheuser-Busch
		Inbev Worldwide
	466,897	9.75%, due 11/17/15 (d)		490,242
Brokers 1.5%
		Goldman Sachs Group, Inc.
	400,000	5.25%, due 7/27/21		446,363
		Morgan Stanley
	150,000	6.625%, due 4/1/18		176,736
				623,099
Chemicals 5.8%
		Axiall Corp.
	100,000	4.88%, due 5/15/23		100,875
		Cabot Corp.
	400,000	2.55%, due 1/15/18		405,909
		CF Industries Holdings, Inc.
	400,000	6.875%, due 5/1/18		481,106
		Dow Chemical Co.
	380,000	3.00%, due 11/15/22		369,153
		Eastman Chemical Co.
	400,000	3.60%, due 8/15/22		409,694
		Methanex Corp.
	125,000	3.25%, due 12/15/19		125,431
		RPM International, Inc.
	400,000	6.125%, due 10/15/19		470,842
				2,363,010
Commercial Finance 0.6%
		GATX Corp.
	260,000	3.90%, due 3/30/23		261,781
Construction Machinery 0.7%
		Terex Corp.
	250,000	6.50%, due 4/1/20		269,375
Construction and Engineering 0.6%
		Mastec, Inc.
	250,000	4.875%, due 3/15/23		247,500
Diversified Financial Services 1.0%
		General Electric Capital Corp.
	350,000	5.00%, due 1/8/16		385,233
Electric Utilities 1.4%
		Duke Energy Carolinas
	450,000	6.10%, due 6/1/37		554,296
Electrical Equipment 0.3%
		General Cable Corp.
	100,000	5.75%, due 10/1/22		103,500

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

- 6 -

PIA Funds

PIA MODERATE DURATION BOND FUND

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Principal Amount			Value
Energy 0.6%
		Calumet Specialty
		Products Partners
$	200,000	9.375%, due 5/1/19	$	223,500
Environmental Services 0.3%
		Clean Harbors, Inc.
	125,000	5.125%, due 6/1/21		129,375
Equipment Rental and Leasing 0.8%
		H & E Equipment Services, Inc.
	200,000	7.00%, due 9/1/22		217,000
		TRAC Intermodal LLC
	100,000	11.00%, due 8/15/19		110,875
				327,875
Financial Services 0.5%
		Apollo Investment Corp.
	200,000	5.75%, due 1/15/16		214,000
Food 1.0%
		Tyson Foods, Inc.
	380,000	4.50%, due 6/15/22		405,997
Food and Beverage 0.7%
		Chiquita Brands International, Inc.
	250,000	7.875%, due 2/1/21		269,375
Hardware 0.6%
		NCR Corp.
	250,000	4.625%, due 2/15/21		248,750
Healthcare 0.5%
		Davita, Inc.
	200,000	5.75%, due 8/15/22		214,000
Home Building 1.0%
		NVR, Inc.
	400,000	3.95%, due 9/15/22		398,904
Insurance 1.7%
		American International
		Group, Inc.
	270,000	5.85%, due 1/16/18		311,519
		MetLife, Inc.
	350,000	5.00%, due 6/15/15		379,397
				690,916
Medical Equipment 0.8%
		Thermo Fisher Scientific, Inc.
	320,000	3.15%, due 1/15/23		309,266
Medical/Drugs 2.9%
		Amgen, Inc.
	300,000	6.40%, due 2/1/39		366,345
		GlaxoSmithKline
	400,000	5.65%, due 5/15/18		476,064
		Wyeth
	275,000	5.45%, due 4/1/17		317,850
				1,160,259
Metals and Mining 1.3%
		FMG Resources
	250,000	6.875%, due 4/1/22		253,438
		Freeport-McMoRan
		Copper & Gold, Inc.
	300,000	3.10%, due 3/15/20		293,957
				547,395
Mining 0.9%
		Rio Tinto Finance USA Ltd.
	300,000	6.50%, due 7/15/18		365,256
Oil and Gas 0.9%
		Basic Energy Services, Inc.
	150,000	7.75%, due 10/15/22		158,625
		Statoil ASA
	210,000	2.65%, due 1/15/24		201,039
				359,664
Paper 0.7%
		Cascades, Inc.
	250,000	7.875%, due 1/15/20		269,375

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

- 7 -

PIA Funds

PIA MODERATE DURATION BOND FUND

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Principal Amount			Value
Retail 1.2%
		Walgreen Co.
$	500,000	3.10%, due 9/15/22	$	494,612
Software 1.1%
		Equifax, Inc.
	470,000	3.30%, due 12/15/22		458,153
Telecommunications 1.0%
		Sprint Nextel Corp.
	250,000	6.00%, due 12/1/16		270,625
		Verizon Communications, Inc.
	100,000	7.75%, due 12/1/30		135,093
				405,718
Tools 1.1%
		Stanley Black & Decker, Inc.
	400,000	5.20%, due 9/1/40		437,094
Total Corporate Bonds
(cost $15,458,605)				16,302,826

SOVEREIGN BONDS 2.1%
		Federal Republic of Brazil
	326,828	12.50%, due 1/5/16 (d)		366,047
		Republic of Chile
	468,968	5.50%, due 8/5/20 (d)		496,872
				862,919
Total Sovereign Bonds
(cost $957,140)				862,919
MORTGAGE-BACKED SECURITIES 30.2%
U.S. Government Agencies 30.2%
		FHLMC Pool
	21,336	4.50%, due 12/1/14, #B17362		21,714
	13,693	4.50%, due 6/1/24, #G13584		14,585
	294,522	4.50%, due 10/1/24, #J10934		312,882
	19,231	4.50%, due 6/1/25, #G14013		20,394
	365,743	5.50%, due 5/1/26, #D96978		397,256
	67,486	5.00%, due 7/1/37, #A62994		72,157
	448,277	5.00%, due 4/1/38, #A75230		479,301
	115,350	5.50%, due 11/1/38, #G08300		124,080
	312,653	5.50%, due 1/1/39, #G05072		336,318
	59,844	5.00%, due 2/1/39, #G05518		63,986
	137,514	4.50%, due 7/1/39, #A87307		145,898
	74,593	4.00%, due 8/1/39, #A87714		78,473
	22,349	4.50%, due 11/1/39, #A89870		23,712
	634,786	5.00%, due 2/1/40, #A91627		678,717
	47,123	4.50%, due 5/1/40, #G06047		49,996
	55,069	5.50%, due 5/1/40, #G06091		59,237
	512,817	4.50%, due 6/1/40, #A92533		544,404
	19,020	4.50%, due 8/1/40, #G06024		20,566
	235,576	4.50%, due 10/1/40, #G06062		250,087
		FHLMC TBA
	1,000,000	3.00%, due 6/15/43 (f)		1,001,563
		FNMA Pool
	211,112	5.50%, due 1/1/38, #952038		228,774
	117,763	5.00%, due 4/1/38, #929301		127,036
	531,858	5.50%, due 8/1/38, #889988		594,968
	135,352	5.00%, due 3/1/39, #995906		146,010
	1,371,839	4.00%, due 12/1/39, #AE0215		1,448,924
	790,121	5.00%, due 5/1/40, #AD6374		864,193
	77,206	4.00%, due 10/1/40, #AE6083		81,448
	519,655	4.00%, due 11/1/41, #AB3946		548,693
		FNMA TBA
	1,000,000	3.50%, due 6/15/41 (f)		1,035,820
		GNMA Pool
	18,402	5.00%, due 1/15/34, #626039		20,028
	15,264	5.00%, due 6/15/37, #565183		16,489
	76,860	4.50%, due 10/15/38, #782441		82,283
	228,126	5.00%, due 1/15/39, #708121		247,716
	458,171	5.00%, due 6/15/39, #713464		497,517
	111,394	4.50%, due 9/15/40, #733483		120,160
	219,150	5.00%, due 9/15/40, #731669		239,887
	682,337	4.50%, due 6/15/41, #724138		730,485
	483,912	4.50%, due 6/15/41, #749259		522,897
				12,248,654
Total Mortgage-Backed Securities
(cost $11,892,149)				12,248,654

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

- 8 -

PIA Funds

PIA MODERATE DURATION BOND FUND

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Principal Amount/
Shares				Value
U.S. GOVERNMENT AGENCIES AND
INSTRUMENTALITIES 26.6%
U.S. Government Agencies 7.2%
		FNMA
$	1,900,000	0.50%, due 9/28/15		$	1,904,497
	1,000,000	0.38%, due 12/21/15			998,299
					2,902,796
U.S. Treasury Bonds 2.3%
		U.S. Treasury Bond
	835,000	3.75%, due 8/15/41			913,543
U.S. Treasury Notes 17.1%
		U.S. Treasury Note
	1,800,000	0.75%, due 9/15/13			1,803,728
	3,000,000	0.75%, due 12/15/13			3,010,781
	500,000	2.50%, due 6/30/17			534,141
	150,000	2.00%, due 2/15/22			150,762
	1,490,000	2.00%, due 2/15/23			1,474,401
					6,973,813
Total U.S. Government Agencies
and Instrumentalities
(cost $10,959,362)					10,790,152

OPEN-END FUNDS 3.3%
	135,892	PIA BBB Bond Fund (g)			1,335,816
Total Open-End Funds
(cost $1,346,687)					1,335,816
RIGHTS 0.0%
	1	Global Crossing North
		America, Inc. Liquidating
		Trust (a) (b) (cost $0)			—

SHORT-TERM INVESTMENTS 2.2%
	889,848	Fidelity Institutional Money
		Market Government Portfolio –
		Class I, 0.01% (c)			889,847
	6	Invesco STIT – Treasury
		Portfolio – Institutional Class,
		0.02% (c)			6
Total Short-Term Investments
(cost $889,853)					889,853
Total Investments
(cost $41,503,796)			104.6%		42,430,220
Liabilities less Other Assets			(4.6)%		(1,881,344	)
TOTAL NET ASSETS			100.0%	$	40,548,876

(a)	Restricted security. The interest in the liquidating trust was acquired through a distribution on December 9, 2003. As of May 31, 2013, the security had a cost and value of $0 (0.0% of total net assets).

(b)	Valued at a fair value in accordance with procedures established by the Fund’s Board of Trustees.

(c)	Rate shown is the 7-day annualized yield as of May 31, 2013.

(d)	Par and market value for foreign securities are shown in U.S. dollars.

(e)

Security purchased within the terms of a private placement memorandum, exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in the program or other “qualified institutional buyers.” The Fund’s adviser has determined that such security is liquid in accordance with the liquidity guidelines approved by the Board of Trustees of Advisors Series Trust. As of May 31, 2013, the value of these investments was $1,132,020 or 2.8% of total net assets.

(f)	Security purchased on a when-issued basis. As of May 31, 2013, the total cost of investments purchased on a when-issued basis was $2,092,969 or 5.2% of total net assets.

(g)	Investment in affiliated security. This Fund is advised by Pacific Income Advisers, Inc., which also serves as adviser to the Moderate Duration Bond Fund.

FHLMC – Federal Home Loan Mortgage Corporation

FNMA – Federal National Mortgage Association

GNMA – Government National Mortgage Association

TBA – To Be Announced

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

- 9 -

PIA Funds

PIA SHORT-TERM SECURITIES FUND

Schedule of Investments – May 31, 2013

(Unaudited)

Principal Amount			Value
CORPORATE BONDS 38.9%
Agricultural Equipment 0.8%
		John Deere Capital Corp.
$	1,000,000	0.75%, due 1/22/16	$	999,427
Autos 0.8%
		Ford Motor Credit Co. LLC
	1,000,000	1.70%, due 5/9/16		998,234
Banks 8.8%
		Bank of America Corp.
	1,000,000	4.50%, due 4/1/15		1,058,450
		Bank of New York Mellon
	1,300,000	2.95%, due 6/18/15		1,359,704
		BB&T Corp.
	1,000,000	5.20%, due 12/23/15		1,101,348
		Capital One Financial Corp.
	700,000	2.15%, due 3/23/15		714,005
		Citigroup, Inc.
	1,000,000	2.65%, due 3/2/15		1,027,270
		JPMorgan Chase & Co.
	1,500,000	1.875%, due 3/20/15		1,526,331
		State Street Corp.
	1,550,000	4.30%, due 5/30/14		1,609,907
		Suntrust Banks, Inc.
	650,000	3.60%, due 4/15/16		693,323
		Wells Fargo & Co.
	1,500,000	3.75%, due 10/1/14		1,562,024
				10,652,362
Biotech 0.6%
		Amgen, Inc.
	700,000	2.30%, due 6/15/16		722,573
Brokers 1.1%
		Goldman Sachs Group, Inc.
	1,300,000	3.30%, due 5/3/15		1,352,549
Chemicals 1.2%
		Dow Chemical Co.
	700,000	2.50%, due 2/15/16		727,327
		Eastman Chemical Co.
	700,000	3.00%, due 12/15/15		733,156
				1,460,483
Computer Equipment 1.1%
		Cisco Systems, Inc.
	1,300,000	1.625%, due 3/14/14		1,312,763
Computer Hardware 0.8%
		Apple, Inc.
	1,000,000	0.45%, due 5/3/16		993,897
Consumer Finance 1.1%
		American Express Credit
	1,300,000	1.75%, due 6/12/15		1,325,611
Diversified Financial Services 1.3%
		General Electric Capital Corp.
	1,550,000	3.75%, due 11/14/14		1,620,320
Diversified Minerals 0.7%
		BHP Billiton Finance USA, Ltd.
	800,000	1.00%, due 2/24/15		806,770
Electric Utilities 0.8%
		Dominion Resources, Inc.
	700,000	1.95%, due 8/15/16		718,577
		Southern California Edison Co.
	255,000	5.75%, due 3/15/14		265,240
				983,817
Electrical Equipment 0.9%
		Tyco International Group SA
	1,000,000	3.375%, due 10/15/15		1,051,792
Finance 0.9%
		SLM Corp.
	1,000,000	6.25%, due 1/25/16		1,066,287
Financial Services 1.0%
		CME Group, Inc.
	1,200,000	5.75%, due 2/15/14		1,242,887

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

- 10 -

PIA Funds

PIA SHORT-TERM SECURITIES FUND

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Principal Amount			Value
Food 0.9%
		Conagra Foods, Inc.
$	330,000	1.30%, due 1/25/16	$	332,295
		Kraft Foods Group, Inc.
	700,000	1.625%, due 6/4/15		710,093
				1,042,388
Food and Beverage 1.1%
		Pepsico, Inc.
	1,300,000	0.70%, due 8/13/15		1,302,963
Health Care 0.8%
		McKesson Corp.
	1,000,000	0.95%, due 12/4/15		1,003,083
Insurance 3.6%
		Aetna Inc.
	1,000,000	6.00%, due 6/15/16		1,142,558
		American International
		Group, Inc.
	700,000	3.00%, due 3/20/15		725,363
		CNA Financial Corp.
	88,000	5.85%, due 12/15/14		94,072
		Metlife, Inc.
	850,000	2.375%, due 2/6/14		860,655
		Prudential Financial Inc.
	700,000	4.75%, due 9/17/15		758,687
		Wellpoint, Inc.
	650,000	5.25%, due 1/15/16		718,137
				4,299,472
Life Sciences Equipment 0.7%
		Thermo Fisher Scientific, Inc.
	800,000	3.20%, due 5/1/15		829,971
Manufacturing 0.2%
		ITT Corp.
	232,000	7.375%, due 11/15/15		265,044
Media 1.2%
		Time Warner, Inc.
	685,000	3.15%, due 7/15/15		717,669
		Viacom Inc.
	700,000	1.25%, due 2/27/15		704,129
				1,421,798
Medical Equipment 0.6%
		Boston Scientific Corp.
	700,000	4.50%, due 1/15/15		739,342
Medical/Drugs 1.1%
		Eli Lilly & Co.
	500,000	4.20%, due 3/6/14		514,438
		Wyeth
	800,000	5.50%, due 2/1/14		826,437
				1,340,875
Metals and Mining 1.2%
		Glencore Funding LLC
	500,000	1.70%, due 5/27/16 (a)		498,816
		Rio Tinto Finance USA Ltd.
	1,000,000	1.875%, due 11/2/15		1,022,571
				1,521,387
Oil and Gas 0.6%
		Anadarko Petroleum Corp.
	600,000	5.95%, due 9/15/16		684,410
Retail 1.9%
		Target Corp.
	1,300,000	1.125%, due 7/18/14		1,310,443
		Wal-Mart Stores, Inc.
	1,000,000	1.625%, due 4/15/14		1,010,735
				2,321,178
Semiconductors 1.1%
		Texas Instruments, Inc.
	1,300,000	1.375%, due 5/15/14		1,312,243
Telecommunications 1.4%
		American Tower Corp.
	233,000	4.625%, due 4/1/15		247,490

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

- 11 -

PIA Funds

PIA SHORT-TERM SECURITIES FUND

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Principal Amount			Value
Telecommunications 1.4% (continued)
		AT&T, Inc.
$	1,500,000	0.875%, due 2/13/15	$	1,504,523
				1,752,013
Transportation Equipment 0.6%
		Paccar Financial Corp.
	700,000	0.75%, due 5/16/16		696,709
Total Corporate Bonds
(cost $47,060,881)				47,122,648
MORTGAGE-BACKED SECURITIES 17.5%
Commercial Mortgage-Backed Securities 5.1%
		Banc of America Commercial
		Mortgage Trust
	2,018,028	5.711%, due 5/10/45,
		Series 2006-2, Class AAB (b)		2,104,707
		Credit Suisse
		Mortgage Capital
	1,500,000	5.404%, due 2/15/39,
		Series 2006-C1, Class A4 (b)		1,650,841
		LB-UBS Commercial
		Mortgage Trust
	1,170,000	5.53%, due 6/15/29,
		Series 2004-C4, Class A4 (b)		1,208,953
	1,000,000	5.661%, due 3/15/39,
		Series 2006-C3,
		Class A4 (b)		1,107,034
				6,071,535
U.S. Government Agencies 12.4%
		FHLMC ARM Pool (b)
	8,070	2.215%, due 8/1/15, #755204		8,143
	10,904	2.415%, due 2/1/22, #845113		11,674
	32,518	1.999%, due 10/1/22, #635206		33,065
	10,057	2.365%, due 6/1/23, #845755		10,310
	8,367	2.33%, due 2/1/24, #609231		8,459
	440,363	2.442%, due 1/1/25, #785726		465,596
	11,019	2.783%, due 1/1/33, #1B0668		11,073
	653,561	2.389%, due 10/1/34, #782784		693,946
	303,121	2.552%, due 12/1/34, #1G0018		321,770
	180,327	2.773%, due 4/1/36, #847671		193,115
		FHLMC Pool
	454,507	5.00%, due 10/1/38, #G04832		485,962
		FNMA ARM Pool (b)
	36,965	2.695%, due 7/1/25, #555206		37,348
	219,012	2.008%, due 7/1/27, #424953		224,230
	86,984	2.35%, due 3/1/28, #556438		87,929
	124,550	2.289%, due 6/1/29, #508399		132,925
	274,913	2.198%, due 4/1/30, #562912		292,090
	89,105	2.458%, due 10/1/30, #670317		91,203
	45,556	2.74%, due 9/1/31, #597196		48,197
	30,245	2.277%, due 11/1/31, #610547		30,441
	3,863	2.25%, due 4/1/32, #629098		3,894
	468,477	2.665%, due 10/1/33, #743454		499,630
	1,333,664	2.75%, due 11/1/33, #755253		1,403,430
	2,224,425	2.44%, due 5/1/34, #AC5719		2,359,165
	594,073	2.632%, due 7/1/34, #779693		628,325
	475,327	2.474%, due 10/1/34, #795136		502,206
	297,752	2.422%, due 1/1/35, #805391		318,164
	145,962	2.726%, due 10/1/35, #845041		156,421
	267,430	2.249%, due 10/1/35, #846171		281,793
	464,205	2.47%, due 1/1/36, #849264		494,297
	148,003	2.518%, due 6/1/36, #872502		158,089
	787,133	2.69%, due 1/1/37, #906389		841,495
	1,088,967	2.884%, due 3/1/37, #907868		1,174,845
	543,900	2.28%, due 8/1/37, #949772		557,963
	89,454	2.75%, due 10/1/37, #955963		91,148
	100,090	1.81%, due 11/1/37, #948183		104,973
	289,163	3.015%, due 11/1/37, #953653		290,740
		FNMA Pool
	852,674	5.00%, due 6/1/40, #AD5479		925,146
	88,931	4.00%, due 11/1/41, #AJ3797		93,900
		GNMA II ARM Pool (b)
	10,922	2.00%, due 11/20/21, #8871		11,427
	63,262	1.625%, due 10/20/22, #8062		66,156
	147,306	1.625%, due 11/20/26, #80011		154,046

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

- 12 -

PIA Funds

PIA SHORT-TERM SECURITIES FUND

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Principal Amount/
Shares				Value
U.S. Government Agencies 12.4% (continued)
		GNMA II ARM Pool (b) (continued)
$	38,092	2.00%, due 11/20/26, #80013		$	39,854
	19,597	1.625%, due 12/20/26, #80021			20,493
	9,507	1.625%, due 1/20/27, #80029			9,953
	166,191	1.75%, due 7/20/27, #80094			173,988
	234,239	1.75%, due 8/20/27, #80104			245,229
	9,737	1.625%, due 10/20/27, #80122			10,182
	82,974	1.625%, due 1/20/28, #80154			86,871
	167,058	1.625%, due 10/20/29, #80331			174,702
	33,106	1.625%, due 11/20/29, #80344			34,620
					15,100,621
Total Mortgage-Backed Securities
(cost $20,567,579)					21,172,156
U.S. GOVERNMENT AGENCIES AND INSTRUMENTALITIES 38.4%
U.S. Government Agencies 22.3%
		FNMA
	5,000,000	1.00%, due 9/23/13			5,013,820
	8,500,000	0.75%, due 12/18/13			8,530,592
	5,300,000	1.25%, due 2/27/14			5,347,212
	7,000,000	0.875%, due 8/28/14			7,056,273
	1,000,000	0.75%, due 12/19/14			1,007,063
					26,954,960
U.S. Treasury Notes 16.1%
		U.S. Treasury Note
	10,000,000	1.00%, due 7/15/13			10,012,500
	4,450,000	0.75%, due 9/15/13			4,459,216
	5,000,000	0.75%, due 12/15/13			5,017,970
					19,489,686
Total U.S. Government Agencies
and Instrumentalities
(cost $46,392,924)					46,444,646

SHORT-TERM INVESTMENTS 4.6%
	1,608,047	Fidelity Institutional Money
		Market Government Portfolio -
		Class I, 0.01% (c)			1,608,047
		U.S. Treasury Bill
	4,000,000	0.02%, due 8/8/13 (d)			3,999,816
Total Short-Term Investments
(cost $5,607,745)					5,607,863
Total Investments
(cost $119,629,129)			99.4%		120,347,313
Other Assets less Liabilities			0.6%		716,590
TOTAL NET ASSETS			100.0%	$	121,063,903

(a)

Security purchased within the terms of a private placement memorandum, exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in the program or other “qualified institutional buyers.” The Fund’s adviser has determined that such security is liquid in accordance with the liquidity guidelines approved by the Board of Trustees of Advisors Series Trust. As of May 31, 2013, the value of these investments was $498,816 or 0.4% of total net assets.

(b)	Variable rate security. Rate shown reflects the rate in effect as of May 31, 2013.

(c)	Rate shown is the 7-day annualized yield as of May 31, 2013.

(d)	Rate shown is the discount rate at May 31, 2013.

ARM – Adjustable Rate Mortgage

FHLMC – Federal Home Loan Mortgage Corporation

FNMA – Federal National Mortgage Association

GNMA – Government National Mortgage Association

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

- 13 -

PIA Funds

Statements of Assets and Liabilities – May 31, 2013

(Unaudited)

	Moderate
	Duration			Short-Term
	Bond Fund			Securities Fund
Assets:
Investments in securities, at value:
Non-affiliates (cost $40,157,109 and $119,629,129, respectively)	$	41,094,404		$	120,347,313
Affiliates (cost $1,346,687 and $0, respectively) (Note 8)		1,335,816			—
Total investments in securities, at value (cost $41,503,796 and $119,629,129, respectively)		42,430,220			120,347,313
Deposit at broker for futures contracts		1,000			1,000
Receivable for fund shares sold		—			731,834
Receivable for securities sold		—			24,474
Interest receivable		314,340			517,540
Due from investment adviser (Note 4)		4,002			—
Collateral receivable from broker		607			—
Prepaid expenses		17,539			28,355
Total assets		42,767,708			121,650,516
Liabilities:
Payable for fund shares redeemed		61,227			481,624
Payable for securities purchased		2,092,969			—
Distribution payable		—			19
Distribution fees		4,395			—
Investment advisory fees		—			4,164
Fund accounting fees		15,602			22,464
Administration fees		13,296			18,728
Transfer agent fees and expenses		12,393			28,657
Audit fees		8,719			8,719
Custody fees		2,376			4,646
Chief Compliance Officer fee		1,396			1,960
Accrued expenses		6,459			15,632
Total liabilities		2,218,832			586,613
Net Assets	$	40,548,876		$	121,063,903
Net Assets Consist of:
Paid-in capital	$	39,407,389		$	120,932,898
Undistributed net investment loss		(78,468	)		(20,554	)
Accumulated net realized gain/(loss) on investments		295,237			(566,625	)
Net unrealized appreciation on investments and foreign currency related transactions		924,718			718,184
Net Assets	$	40,548,876		$	121,063,903
Net Asset Value, Offering Price and Redemption Price Per Share	$	20.46		$	10.08
Shares Issued and Outstanding (Unlimited number of shares authorized, par value $0.01)		1,981,399			12,011,829

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

- 14 -

PIA Funds

Statements of Operations – Six Months Ended May 31, 2013

(Unaudited)

	Moderate
	Duration			Short-Term
	Bond Fund			Securities Fund
Investment Income:
Interest	$	564,866		$	543,346
Dividends from affiliates		36,832			—
Total investment income		601,698			543,346
Expenses:
Investment advisory fees (Note 4)		64,893			145,355
Fund accounting fees (Note 4)		22,582			33,600
Distribution fees (Note 5)		21,631			—
Transfer agent fees and expenses (Note 4)		20,868			50,489
Administration fees (Note 4)		19,568			28,230
Registration fees		10,301			13,626
Audit fees		8,739			8,739
Custody fees (Note 4)		3,701			9,341
Legal fees		3,509			4,093
Trustees’ fees		3,354			6,029
Reports to shareholders		2,690			6,163
Chief Compliance Officer fee (Note 4)		2,096			2,944
Insurance		1,562			3,278
Miscellaneous		2,069			5,145
Total expenses		187,563			317,032
Less: Fee waiver by adviser (Note 4)		(79,409	)		(62,660	)
Net expenses		108,154			254,372
Net investment income		493,544			288,974
Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency Related Transactions:
Net realized gain/(loss) on:
Investments and foreign currency related transactions:
Non-affiliates		266,163			81,101
Affiliates		(138	)		—
Capital gain distributions from regulated investment companies		56,181			—
Net change in unrealized appreciation on investments
and foreign currency related transactions		(1,150,289	)		(383,372	)
Net loss on investments and foreign currency related transactions		(828,083	)		(302,271	)
Net decrease in net assets resulting from operations	$	(334,539	)	$	(13,297	)

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

- 15 -

PIA Funds

Statements of Changes in Net Assets

	Moderate Duration						Short-Term
	Bond Fund						Securities Fund
	Six Months			Year			Six Months			Year
	Ended			Ended			Ended			Ended
	May 31, 2013			Nov. 30,			May 31, 2013			Nov. 30,
	(Unaudited)			2012			(Unaudited)			2012
Increase/(Decrease) in Net Assets From
Operations:
Net investment income	$	493,544		$	1,015,883		$	288,974		$	618,007
Net realized gain/(loss) on:
Investments and foreign currency related transactions		266,025			554,253			81,101			32,755
Forward currency contracts		—			47,004			—			—
Futures contracts		—			(26,588	)		—			—
Swap contracts		—			(341,276	)		—			—
Capital gain distributions from regulated investment companies		56,181			66,328			—			—
Net change in unrealized appreciation/(depreciation) on:
Investments and foreign currency related transactions		(1,150,289	)		814,490			(383,372	)		104,127
Forward currency contracts		—			(11,218	)		—			—
Futures contracts		—			—			—			—
Swap contracts		—			—			—			—
Net increase/(decrease) in net assets resulting from operations		(334,539	)		2,118,876			(13,297	)		754,889
Distributions Paid to Shareholders:
Distributions from net investment income		(572,012	)		(1,242,481	)		(318,880	)		(690,704	)
Distributions from net realized gains on investments		(53,447	)		(491,178	)		—			—
Total distributions paid to shareholders		(625,459	)		(1,733,659	)		(318,880	)		(690,704	)
Capital Share Transactions:
Proceeds from shares sold		4,297,597			6,908,340			28,231,791			79,965,510
Distributions reinvested		377,635			1,180,089			145,992			267,100
Payment for shares redeemed		(9,651,699	)		(13,274,650	)		(77,325,945	)		(81,460,970	)
Net decrease in net assets
from capital share transactions		(4,976,467	)		(5,186,221	)		(48,948,162	)		(1,228,360	)
Total decrease in net assets		(5,936,465	)		(4,801,004	)		(49,280,339	)		(1,164,175	)
Net Assets, Beginning of Period		46,485,341			51,286,345			170,344,242			171,508,417
Net Assets, End of Period	$	40,548,876		$	46,485,341		$	121,063,903		$	170,344,242
Includes Undistributed Net Investment Income/(Loss) of	$	(78,468	)	$	—		$	(20,554	)	$	9,352
Transactions in Shares:
Shares sold		206,099			332,099			2,796,192			7,912,068
Shares issued on reinvestment of distributions		18,161			56,856			14,464			26,437
Shares redeemed		(463,978	)		(638,059	)		(7,661,646	)		(8,060,377	)
Net decrease in shares outstanding		(239,718	)		(249,104	)		(4,850,990	)		(121,872	)

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

- 16 -

PIA Funds

MODERATE DURATION BOND FUND

Financial Highlights

	Six Months
	Ended
	May 31, 2013			Year Ended November 30,
	(Unaudited)			2012			2011			2010			2009			2008
Per Share Operating Performance
(For a fund share outstanding throughout each period)

Net asset value, beginning of period	$	20.93		$	20.76		$	20.77		$	20.19		$	18.99		$	18.94

Income From Investment Operations:
Net investment income		0.24			0.43			0.47			0.39			0.52			0.69
Net realized and unrealized gain on investments,
foreign currency related transactions, forward currency
contracts, futures contracts and swap contracts		(0.40	)		0.47			0.26			0.59			1.25			0.04
Total from investment operations		(0.16	)		0.90			0.73			0.98			1.77			0.73

Less Distributions:
Distributions from net investment income		(0.28	)		(0.53	)		(0.55	)		(0.40	)		(0.54	)		(0.68	)
Distributions from net realized gains on investments		(0.03	)		(0.20	)		(0.19	)		—			—			—
Return of capital distribution		—			—			—			—			(0.03	)		—
Total distributions		(0.31	)		(0.73	)		(0.74	)		(0.40	)		(0.57	)		(0.68	)

Net asset value, end of period	$	20.46		$	20.93		$	20.76		$	20.77		$	20.19		$	18.99

Total Return		-0.82	%++		4.45	%		3.61	%		4.93	%		9.43	%		3.95	%

Ratios/Supplemental Data:
Net assets, end of period (in 000’s)	$	40,549		$	46,485		$	51,286		$	53,546		$	44,123		$	20,936
Ratio of expenses to average net assets:
Net of fee waivers and reimbursements		0.50	%+		0.50	%		0.50	%		0.50	%		0.50	%		0.50	%
Before fee waivers and reimbursements		0.87	%+		0.79	%		0.79	%		0.82	%		0.94	%		1.50	%
Ratio of net investment income to average net assets:
Net of fee waivers and reimbursements		2.28	%+		2.08	%		2.29	%		1.95	%		2.68	%		3.80	%
Before fee waivers and reimbursements		1.91	%+		1.79	%		2.00	%		1.63	%		2.24	%		2.80	%
Portfolio turnover rate		60	%++		134	%		256	%		446	%		474	%		366	%

+	Annualized for periods less than one year.

++	Not annualized for periods less than one year.

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

- 17 -

PIA Funds

SHORT-TERM SECURITIES FUND

Financial Highlights

	Six Months
	Ended
	May 31, 2013			Year Ended November 30,
	(Unaudited)			2012			2011			2010			2009			2008
Per Share Operating Performance
(For a fund share outstanding throughout each period)

Net asset value, beginning of period	$	10.10		$	10.10		$	10.11		$	10.12		$	10.06		$	10.02

Income From Investment Operations:
Net investment income		0.02			0.04			0.05			0.07			0.18			0.36
Net realized and unrealized gain on investments		(0.02	)		0.00	*		(0.00	)*		0.00	*		0.06			0.04
Total from investment operations		0.00			0.04			0.05			0.07			0.24			0.40

Less Distributions:
Distributions from net investment income		(0.02	)		(0.04	)		(0.06	)		(0.08	)		(0.18	)		(0.36	)
Total distributions		(0.02	)		(0.04	)		(0.06	)		(0.08	)		(0.18	)		(0.36	)

Net asset value, end of period	$	10.08		$	10.10		$	10.10		$	10.11		$	10.12		$	10.06

Total Return		0.03	%++		0.41	%		0.47	%		0.72	%		2.45	%		4.05	%

Ratios/Supplemental Data:
Net assets, end of period (in 000’s)	$	121,064		$	170,344		$	171,508		$	154,948		$	158,124		$	65,304
Ratio of expenses to average net assets:
Net of fee waivers and reimbursements		0.35	%+		0.35	%		0.35	%		0.35	%		0.35	%		0.35	%
Before fee waivers and reimbursements		0.44	%+		0.38	%		0.39	%		0.40	%		0.39	%		0.49	%
Ratio of net investment income to average net assets:
Net of fee waivers and reimbursements		0.40	%+		0.36	%		0.51	%		0.67	%		1.58	%		3.56	%
Before fee waivers and reimbursements		0.31	%+		0.33	%		0.47	%		0.62	%		1.54	%		3.42	%
Portfolio turnover rate		28	%++		53	%		11	%		59	%		52	%		47	%

*	Amount is less than $0.01.

+	Annualized for periods less than one year.

++	Not annualized for periods less than one year.

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

- 18 -

PIA Funds

Notes to Financial Statements – May 31, 2013

(Unaudited)

Note 1 – Organization

The PIA Moderate Duration Bond Fund and the PIA Short-Term Securities Fund (together, the “Funds”) are each a series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. Each of the Funds has separate assets and liabilities and differing investment objectives. The investment objective of the PIA Moderate Duration Bond Fund (the “Moderate Duration Fund”) is to seek to maximize total return through investing in bonds while minimizing risk as compared to the market. The Moderate Duration Fund is a non-diversified fund. The investment objective of the PIA Short-Term Securities Fund (the “Short-Term Fund”) is to seek a high level of current income, consistent with low volatility of principal through investing in short-term investment grade debt securities. The Moderate Duration Fund and the Short-Term Fund commenced operations on September 1, 1998 and April 22, 1994, respectively.

Note 2 – Significant Accounting Policies

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

- 19 -

PIA Funds

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

Expenses – Each Fund is charged for those expenses that are directly attributable to the Fund, such as investment advisory and custodian fees. Expenses that are not directly attributable to a Fund are typically allocated among the Funds in proportion to their respective net assets.

Securities Transactions and Investment Income – Security transactions are accounted for on a trade date basis. Realized gains and losses on sales of securities are calculated on the basis of identified cost. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Discounts and premiums on securities purchased are amortized over the life of the respective security.

Note 3 – Securities Valuation

Level 1 –

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

- 20 -

PIA Funds

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

Level 2 –

Level 3 –

Foreign Securities – Foreign economies may differ from the U.S. economy and individual foreign companies may differ from domestic companies in the same industry.

- 21 -

PIA Funds

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

Derivative Instruments – Listed derivatives that are actively traded are valued based on quoted prices from the exchange. Credit default swaps are valued daily based upon quotations from market makers and are typically categorized in level 2 of the fair value hierarchy. Foreign currency forward contracts are valued at the current day’s interpolated foreign exchange rate, as calculated using the current day’s exchange rate, and the 30-, 60-, 90-, 180-, and 360- day forward rates provided by an independent pricing service. Futures contracts are valued at the last sale price at the close of trading on the relevant exchange. If there was no sale on the applicable exchange on such day, they are valued at the mean of the quoted bid and asked prices as of the close of such exchange.

Short-Term Securities – Short-term securities which mature in 60 days or less are valued at amortized cost (unless the Board of Trustees determines that this method does not represent fair value). Short-term investments which mature after 60 days are valued at market. To the extent the inputs are observable and timely, these securities would be classified in level 2 of the fair value hierarchy.

Illiquid Securities – A security may be considered illiquid if it lacks a readily available market. Securities are generally considered liquid if they can be sold or disposed of in the ordinary course of business within seven days at approximately the price at which the security is valued by the Fund. Illiquid securities may be valued under methods approved by the Funds’ Board of Trustees as reflecting fair value. Each Fund intends to hold no more than 15% of its net assets in illiquid securities.

Certain restricted securities may be considered illiquid. Restricted securities are often purchased in private placement transactions, are not registered under the Securities Act of 1933, may have contractual restrictions on resale, and may be valued under methods approved by the Funds’ Board of Trustees as reflecting fair value. Certain restricted securities eligible for resale to qualified institutional investors, including Rule 144A securities, are not subject to the limitation on the Funds’ investment in illiquid securities if they are determined to be liquid in accordance with procedures adopted by the Funds’ Board of Trustees. As of May 31, 2013, Pacific Income Advisers, Inc., the adviser, has determined that the Rule 144A securities held by the Funds are considered liquid.

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. These procedures consider many factors, including the type of security, size of holding, trading volume and news events. There can be no assurance that the Funds could obtain the fair value assigned to a security if they were to sell the security at approximately the time at which the Funds determine their net asset values per share.

- 22 -

PIA Funds

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

Moderate Duration Fund
	Level 1		Level 2		Level 3		Total
Fixed Income
Corporate Bonds	$	—	$	16,302,826	$	—	$	16,302,826
Sovereign Bonds		—		862,919		—		862,919
Mortgage-Backed Securities		—		12,248,654		—		12,248,654
U.S. Government Agencies
and Instrumentalities		—		10,790,152		—		10,790,152
Open-End Funds		1,335,816		—		—		1,335,816
Total Fixed Income		1,335,816		40,204,551		—		41,540,367
Short-Term Investments		889,853		—		—		889,853
Total Investments	$	2,225,669	$	40,204,551	$	—	$	42,430,220

Short-Term Fund
	Level 1		Level 2		Level 3		Total
Fixed Income
Corporate Bonds	$	—	$	47,122,648	$	—	$	47,122,648
Mortgage-Backed Securities		—		21,172,156		—		21,172,156
U.S. Government Agencies
and Instrumentalities		—		46,444,646		—		46,444,646
Total Fixed Income		—		114,739,450		—		114,739,450
Short-Term Investments	$	1,608,047		3,999,816		—		5,607,863
Total Investments	$	1,608,047	$	118,739,266	$	—	$	120,347,313

- 23 -

PIA Funds

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

Note 4 – Investment Advisory Fee and Other Transactions with Affiliates

The Funds have investment advisory agreement with Pacific Income Advisers, Inc. (“PIA” or 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 the Funds. As compensation for its services, PIA is entitled to a fee, computed daily and payable monthly. The Moderate Duration Fund and the Short-Term Fund pay fees calculated at an annual rate of 0.30% and 0.20%, respectively, based upon the average daily net assets of each Fund. For the six months ended May 31, 2013, the Moderate Duration Fund and the Short-Term Fund incurred $64,893 and $145,355 in advisory fees, respectively.

The Funds are responsible for their own operating expenses. The Adviser has contractually agreed to reduce fees payable to it by the Funds and to pay Fund operating expenses to the extent necessary to limit the Moderate Duration Fund’s and the Short-Term Fund’s aggregate annual operating expenses to 0.50% and 0.35% of average daily net assets, respectively. The Adviser will continue the expense waiver and/or reimbursement through at least March 29, 2014. Any such reduction made by the Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Adviser, if so requested by the Adviser, 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’s expenses. The Adviser is permitted to be reimbursed only for fee reductions and expense payments made since March 30, 2011. The Adviser may not recoup expense waivers and/or reimbursements made prior to March 30, 2011. 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 six months ended May 31, 2013, the Adviser reduced its fees and/or absorbed Fund expenses in the amount of $79,409 and $62,660 for the Moderate Duration Fund and the Short-Term Fund, respectively. No amounts were reimbursed to the Adviser. Cumulative expenses subject to recapture pursuant to the aforementioned conditions amounted to $321,894 and $169,021 for the Moderate Duration Fund and the Short-Term Fund, respectively, at May 31, 2013. The expense limitation will remain in effect through at least March 29, 2014, and may be terminated only by the Trust’s Board of Trustees. Cumulative expenses subject to recapture expire as follows:

	Moderate Duration Fund			Short-Term Fund
Year		Amount			Amount
2014		$	99,631		$	45,518
2015			142,854			60,843
2016			79,409			62,660
		$	321,894		$	169,021

- 24 -

PIA Funds

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

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

Certain officers of the Funds are employees of the Administrator.

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

	Moderate Duration Fund	Short-Term Fund
Administration	$19,568	$28,230
Fund Accounting	22,582	33,600
Transfer Agency
(excludes out-of-pocket expenses and sub-ta fees)	18,960	32,351
Custody	3,701	9,341
Chief Compliance Officer	2,096	2,944

	Moderate Duration Fund	Short-Term Fund
Administration	$13,296	$18,728
Fund Accounting	15,602	22,464
Transfer Agency
(excludes out-of-pocket expenses and sub-ta fees)	10,799	22,748
Custody	2,376	4,646
Chief Compliance Officer	1,396	1,960

Note 5 – Distribution Agreement and Plan

The Funds have adopted a Distribution Plan pursuant to Rule 12b-1 (the “Plan”). The Plan permits the Moderate Duration Fund to pay the Distributor for distribution and related expenses at an annual rate of up to 0.10% of the Fund’s average daily net assets. The Short-Term Fund did not accrue 12b-1 fees during the six months ended May 31, 2013. The expenses covered by the Plan may include the cost of preparing and distributing prospectuses and other sales material, advertising and public relations expenses, payments to financial intermediaries and compensation of personnel involved in selling shares of the Funds. Payments made pursuant to the Plan will represent compensation for distribution and service activities, not reimbursements for specific expenses incurred. For the six months ended May 31, 2013, the Moderate Duration Fund paid the Distributor $21,631.

- 25 -

PIA Funds

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

Note 6 – Purchases and Sales of Securities

	Non-Government				Government
	Purchases		Sales		Purchases		Sales
Moderate Duration Fund	$	24,236,417	$	29,267,756	$	1,751,405	$	8,023,263
Short-Term Fund		34,921,670		65,639,012		—		27,056,463

Purchases and sales of U.S. Government securities include only long-term purchases and sales of securities directly issued by the U.S. Government such as U.S. Treasury notes and bonds.

Note 7 – Derivative Instruments

During the six months ended May 31, 2013, the Funds did not hold any derivative instruments.

The Funds are subject to credit risk in the normal course of pursuing their investment objectives. The Funds may enter into credit default swaps to manage their exposure to the market or certain sectors of the market, to reduce its exposure to other risks, such as interest rate risks or as a substitute for taking a position in certain types of bonds.

Credit default swaps involve the exchange of a fixed rate premium for protection against the loss in value of an underlying security in the event of a defined credit event, such as a payment default or bankruptcy. Under a credit default swap one party acts as a guarantor by receiving the fixed periodic payment in exchange for the commitment to purchase the underlying security at par if the defined credit event occurs. Although contract specific, credit events are generally defined as bankruptcy, failure to pay, restructuring, obligation acceleration, obligation default, or repudiation/moratorium. Upon the occurrence of a defined credit event, the difference between the value of the reference obligation and swap’s notional amount is recorded as realized gain or loss on swap contracts in the statement of operations. The Funds’ maximum risk of loss from counterparty risk, either as the protection seller or as the protection buyer, is the fair value of the contract. This risk is mitigated by having a master netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty.

The Moderate Duration Fund may enter into forward foreign currency contracts as hedges against either specific transactions or fund positions. The aggregate principal amount of the contracts is not recorded because the Fund intends to settle the contracts prior to delivery. All commitments are marked-to-market daily at the applicable foreign exchange rate, and any resulting unrealized gains or losses are recorded currently. The Fund realizes gains or losses at the time the forward contracts are extinguished. Unrealized gains or losses on outstanding positions in forward foreign currency contracts held at the close of the period are recognized as ordinary income or loss for federal income tax purposes.

The use of forward foreign currency contracts does not eliminate fluctuations in the underlying prices of the securities, but it does establish a rate of exchange that can be achieved in the future. Although forward foreign currency contracts limit the risk of loss due to a decline in the value of the hedged currency, they also limit a potential gain that

- 26 -

PIA Funds

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

might result should the value of the currency increase. These contracts involve market risk in excess of the amount reflected in the Fund’s statement of assets and liabilities. The face or contract amount in U.S. dollars reflects the total exposure the Fund has in that particular currency contract. In addition, there could be exposure to risks (limited to the amount of unrealized gains) if the counterparties to the contracts are unable to meet the terms of the contracts.

In order to protect against changes in the market and to maintain sufficient liquidity to meet redemption requests, each Fund may enter into futures contracts. Upon entering into a futures contract, the Fund is required to deposit cash or pledge U.S. government securities. The margin required for a futures contract is set by the exchange on which the contract is traded. Subsequent payments, which are dependent on the daily fluctuations in the value of the underlying security or securities, are made or received by the Fund each day (daily variation margin) and are recorded as unrealized gains and losses until the contract is closed. When the contract is closed, the Fund records a realized gain and loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Fund’s basis in the contract.

Risks of entering into futures contracts, in general, include the possibility that there will not be a perfect price correlation between the futures contracts and the underlying securities. Second, it is possible that a lack of liquidity for futures contracts could exist in the secondary market, resulting in an inability to close a futures position prior to its maturity date. Third, the purchase of a futures contract involves the risk that a Fund could lose more than the original margin deposit required to initiate a futures transaction. These contracts involve market risk in excess of the amount reflected in the Funds’ statements of assets and liabilities. Unrealized gains and losses on outstanding positions in futures contracts held at the close of the year will be recognized as capital gains and losses for federal income tax purposes.

With futures, there is minimal counterparty risk to the Funds since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default.

Note 8 – Investments in Affiliates

The Moderate Duration Fund invests in the PIA BBB Bond Fund, an open-end investment company managed by the Adviser. The PIA BBB Bond Fund does not charge an investment advisory fee and has an expense cap of 0.0%.

The aggregate market value of the PIA BBB Bond Fund holding in the Moderate Duration Fund as of May 31, 2013 amounted to $1,335,816 representing 3.3% of net assets. Transactions during the six months ended May 31, 2013 of the PIA BBB Bond Fund are as follows:

Beginning shares		195,126
Beginning cost	$	1,946,825
Purchase cost		—
Sales cost		(600,138	)
Ending cost	$	1,346,687
Ending shares		135,892
Dividend income	$	36,832
Net realized loss	$	(138	)

- 27 -

PIA Funds

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

Note 9 – Lines of Credit

The Moderate Duration Fund and the Short-Term Fund have lines of credit in the amount of $7,590,000 and $24,200,000, respectively. These lines of credit are intended to provide short-term financing, if necessary, subject to certain restrictions, in connection with shareholder redemptions. The credit facility is with the Funds’ custodian, U.S. Bank N.A. The Funds did not draw upon their lines of credit during the six months ended May 31, 2013.

Note 10 – Federal Income Tax Information

Net investment income/(loss) and net realized gains/(losses) differ for financial statement and tax purposes due to differing treatments of paydowns and swap contracts.

The tax character of distributions paid during the six months ended May 31, 2013 and the year ended November 30, 2012 was as follows:

	Moderate Duration Fund				Short-Term Fund
	May 31, 2013		Nov. 30, 2012		May 31, 2013		Nov. 30, 2012
Ordinary income	$	572,012	$	1,284,776	$	318,880	$	690,704
Long-term capital gains		53,447		448,883		—		—

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

As of November 30, 2012, the Funds’ most recently completed fiscal year end, the components of accumulated earnings/(losses) on a tax basis were as follows:

	Moderate Duration Fund			Short-Term Fund
Cost of investments (a)	$	48,991,326		$	168,256,474
Gross unrealized appreciation		2,194,831			1,106,188
Gross unrealized depreciation		(145,848	)		(4,632	)
Net unrealized appreciation		2,048,983			1,101,556
Undistributed ordinary income		—			9,352
Undistributed long-term capital gains		53,446			—
Total distributable earnings		53,446			9,352
Other accumulated gains/(losses)		(944	)		(647,726	)
Total accumulated earnings/(losses)	$	2,101,485		$	463,182

(a)

The difference between book-basis and tax-basis net unrealized appreciation is attributable primarily to wash sales.

- 28 -

PIA Funds

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

The Moderate Duration Fund utilized capital loss carryforwards of $851,953 during the fiscal year ended November 30, 2012. The Short-Term Fund had tax capital losses which may be carried over to offset future gains. Such losses expire as follows:

						Short-	Long-
						Term	Term
	2013	2014	2015	2017	2018	Indefinite	Indefinite	Total
Short-Term Fund	$183,103	$218,276	$43,801	$45,313	$56,182	$29,566	$71,485	$647,726

- 29 -

PIA Funds

Notice to Shareholders – May 31, 2013

(Unaudited)

How to Obtain a Copy of the Funds’ Proxy Voting Policies

How to Obtain a Copy of the Funds’ Proxy Voting Records for the 12-Month Period Ended June 30

Quarterly Filings on Form N-Q

- 30 -

PIA Funds

Approval of Investment Advisory Agreement

(Unaudited)

At a meeting held on December 4-6, 2012, the Board, including all the persons who are Independent Trustees as defined under the Investment Company Act of 1940, as amended, considered and approved the continuance of the Advisory Agreement for the PIA Moderate Duration Bond Fund and PIA Short-Term Securities Fund (the “Funds”) with the Pacific Income Advisors, Inc. (the “Adviser”) for another annual term. At this meeting, and at a prior meeting held on October 24-25, 2012, the Board received and reviewed substantial information regarding the Funds, the Adviser and the services provided by the Adviser to the Funds under the Advisory Agreement. This information, together with the information provided to the Board throughout the course of the year, formed the primary (but not exclusive) basis for the Board’s determinations. Below is a summary of the factors considered by the Board and the conclusions that formed the basis for the Board’s continuance of the Advisory Agreement:

THE NATURE, EXTENT AND QUALITY OF THE SERVICES PROVIDED AND 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 investment management of the Funds. The Board considered the qualifications, experience and responsibilities of the portfolio managers, as well as the responsibilities of other key personnel of the Adviser involved in the day-to-day activities of the Funds. 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 the Adviser’s business continuity plan. The Board also considered the prior relationship between the Adviser and the Trust, as well as the Board’s knowledge of the Adviser’s operations, and noted that during the course of the prior year they had met with the Adviser to discuss various marketing and compliance topics, including the Adviser’s diligence in risk oversight. The Board concluded that the Adviser had the quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Advisory Agreement and that the nature, overall quality, cost and extent of such management services are satisfactory.

PIA Moderate Duration Bond Fund: The Board noted that the Moderate Duration Fund’s performance, with regard to its Lipper and Morningstar comparative universes, was below its peer group median and Lipper Index (with respect to the Lipper comparative universe) or average (with respect to the Morningstar comparative universe) for all relevant periods.

The Board also considered any differences in performance between similarly managed accounts and the performance of the Fund and reviewed the performance of the Fund against a broad-based securities market benchmark.

- 31 -

PIA Funds

Approval of Investment Advisory Agreement (continued)

(Unaudited)

PIA Short-Term Securities Fund: The Board noted that the Short-Term Securities Fund’s performance, with regard to its Lipper and Morningstar comparative universes, was above its peer group median and Lipper Index (with respect to the Lipper comparative universe) or average (with respect to the Morningstar comparative universe) for the five-year and ten-year periods, and below its peer group median and Lipper Index or average for the three-month, year-to-date, one-year and three-year periods.

THE COSTS OF THE SERVICES TO BE PROVIDED BY THE ADVISER AND THE STRUCTURE OF THE ADVISER’S FEE UNDER THE ADVISORY AGREEMENT. In considering the appropriateness of the advisory fee, the Board considered the level of the fee itself as well as the total fees and expenses of each Fund. The Board reviewed information as to fees and expenses of advisers and funds within the relevant Lipper peer funds as well as fees charged by the Adviser to other similarly managed accounts. When reviewing fees charged to other similarly managed accounts, the Board took into account the type of account and the differences in the management of that account that might be germane to the difference, if any, in the fees charged to such accounts.

PIA Moderate Duration Bond Fund: The Board noted that the Adviser had contractually agreed to maintain an expense limitation for the Moderate Duration Bond Fund of 0.50% (the “Expense Cap”). Additionally, the Board noted that the Fund’s total expense ratio was below its peer group median and average. The Board also noted that the Fund’s contractual advisory fee was below its peer group median and average. The Board also noted that after advisory fee waivers and the reimbursement of Fund expenses necessary to maintain the Expense Cap, the Adviser received a minimal advisory fee from the Fund during the most recent fiscal period. The Board also took into consideration the services the Adviser provided to its separately managed account clients, comparing the fees charged for those management services to the management fees charged to the Fund. The Board found that the management fees charged to the Fund were in line with the fees charged to the Adviser’s separately managed account clients. As a result, the Trustees noted that the Fund’s expenses and advisory fee were not outside the range of its peer group.

PIA Short-Term Securities Fund: The Board noted that the Adviser had contractually agreed to maintain an Expense Cap for the Short-Term Securities Fund of 0.35%. Additionally, the Board noted that the Fund’s total expense ratio was below its peer group median and average. The Board also noted that the Fund’s contractual advisory fee was below its peer group median and average. The Board also noted that after advisory fee waivers and the reimbursement of Fund expenses necessary to maintain the Expense Cap, the Adviser received less than its contractual advisory fee from the Fund during the most recent fiscal period. The Board also took into consideration the services the Adviser provided to its separately managed account clients, comparing the fees charged for those management services to the management fees charged to the Fund. The Board found that the management fees charged to the Fund were in line with the fees charged by the Adviser to its separately managed account clients. As a result, the Trustees noted that the Fund’s expenses and advisory fee were not outside the range of its peer group.

- 32 -

PIA Funds

Approval of Investment Advisory Agreement (continued)

(Unaudited)

ECONOMIES OF SCALE. The Board also considered that economies of scale would be expected to be realized by the Adviser as the assets of the Funds grow. In this regard, the Board noted that the Adviser has contractually agreed to reduce its advisory fees or reimburse Fund expenses so that the Funds do not exceed the Expense Caps. The Board concluded that there were no effective economies of scale to be shared with the Funds at current asset levels, but considered revisiting this issue in the future as circumstances changed and asset levels increased.

THE PROFITS TO BE REALIZED BY THE ADVISER AND ITS AFFILIATES FROM THEIR RELATIONSHIP WITH THE FUNDS. The Board reviewed the Adviser’s financial information and took into account both the direct benefits and the indirect benefits to the Adviser from advising the Funds. The Board considered the profitability to the Adviser from its relationship with the Funds and considered any additional benefits derived by the Adviser from its relationship with the Funds, such as benefits received in exchange for Rule 12b-1 fees on the Moderate Duration Bond Fund. After such review, the Board determined that the profitability to the Adviser with respect to the Advisory Agreement was not excessive, and that the Adviser had sufficient resources and profit levels to support the services it provides to the Funds.

No single factor was determinative of the Board’s decision to approve the continuance of the Advisory Agreement for the PIA Moderate Duration Bond Fund and PIA Short-Term Securities Fund, but rather the Board based its determination on the total mix of information available to them. Based on a consideration of all the factors in their totality, the Board determined that the advisory arrangement with the Adviser, including the advisory fees, were fair and reasonable. The Board therefore determined that the continuance of the Advisory Agreement for the PIA Moderate Duration Bond Fund and PIA Short-Term Securities Fund would be in the best interest of each Fund and its shareholders.

- 33 -

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.

(This Page Intentionally Left Blank.)

Adviser

Pacific Income Advisers, Inc.

1299 Ocean Avenue, Suite 210

Santa Monica, CA 90401

Distributor

Quasar Distributors, LLC

615 East Michigan Street

Milwaukee, WI 53202

Transfer Agent

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, WI 53202

(800) 251-1970

Custodian

U.S. Bank N.A.

1555 North River Center Drive, Suite 302

Milwaukee, WI 53212

Independent Registered Public Accounting Firm

Tait, Weller & Baker LLP

1818 Market Street, Suite 2400

Philadelphia, PA 19103

Legal Counsel

Paul Hastings LLP

75 East 55th Street

New York, NY 10022

PIA Funds

– PIA High Yield Fund

Investor Class

Semi-Annual Report

May 31, 2013

PIA High Yield Fund

Dear Shareholder:

During the periods ended May 31, 2013, the High Yield Fund’s total return, including the reinvestment of dividends, was as follows:

				Since Inception
			24 Months	(12/31/10)
	6 Months	12 Months	(Annualized)	(Annualized)
PIA High Yield Bond Fund	6.30%	13.55%	9.27%	9.52%
Barclays Capital U.S. Corporate High-Yield Index	5.79	14.82	9.29	10.27

Performance data quoted represents past performance; does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 1-800-251-1970. Investment performance reflects fee waivers in effect. In the absence of such waivers, total return would be reduced.

The PIA High Yield Fund’s total return of 6.30% for the six month period ended May 31, 2013 was higher than the Fund’s benchmark, the Barclays Capital U.S. Corporate High-Yield Index (the “Index”) which returned 5.79%. The Fund’s total return includes 0.49% in Fund fees and expenses for the six months, compared to the benchmark index, which does not incur fees and expenses. As stated in the current prospectus, the Fund’s gross expense ratio is 1.31% and the Fund’s Net Annual Fund Operating Expenses including acquired fund fees and expenses is 0.99%.

PIA has contractually agreed to waive all or a portion of its management fees and pay Fund expenses to ensure that Net Annual Fund Operating Expenses (excluding acquired fund fees and expenses, interest, taxes and extraordinary expenses) do not exceed 0.98% of the Fund’s average daily net assets through March 29, 2014.

The High Yield market performed well during the period as cash inflows continued to be strong into this asset class. Average credit spreads on high yield bonds, relative to treasuries, tightened during the period from 573 basis points down to 474 basis points (bp) at the end of the period. The High Yield market average yield continued to decline during the period ending at 5.71%. The Fund’s performance benefited from being underweight certain industries, namely Communication and Utility both of which underperformed during the period. Basic industries is one of the Fund’s largest overweights vs. the Index. This helped the Fund outperform the Index for the six month period ended May 31, 2013.

The Fund continues to be positioned conservatively with targeted positions being more senior in the capital structure and having a shorter duration than the market. The Fund’s lower duration than the Index did not have a meaningful impact on the Fund’s performance. The Fund expects that its strict adherence to credit analysis will prove to be prudent as we move into a more uncertain interest rate environment.

- 1 -

PIA High Yield Fund

The prospects of an improving economy and the Federal Reserve tapering their QE program caused yields to rise. Yields on 5-year Treasury notes and 30-year Treasury bonds rose by 40 and 47 bp, respectively, from November 30, 2012 to May 31, 2013. Yields on one-year Treasuries were 4 bp lower during the same period.

Please take a moment to review the Fund’s statement of assets and the results of operations for the six month period ended May 31, 2013. We look forward to reporting to you again with the annual report dated November 30, 2013.

Lloyd McAdams

Chairman of the Board

Pacific Income Advisers, Inc.

Past performance is not a guarantee of future results.

Must be preceded or accompanied by a prospectus.

Mutual fund investing involves risk. Principal loss is possible. Investments in debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. Investments in Asset-Backed and Mortgage-Backed Securities include additional risks that investors should be aware of such as credit risk, prepayment risk, possible illiquidity and default, as well as increased susceptibility to adverse economic developments. The Fund may invest in foreign securities which involve greater volatility and political, economic and currency risks and differences in accounting methods. Investment by the Fund in lower-rated and non-rated securities presents a greater risk of loss to principal and interest than higher-rated securities. The Fund may also use options and future contracts, which have the risks of unlimited losses of the underlying holdings due to unanticipated market movements and failure to correctly predict the direction of securities prices, interest rates and currency exchange rates. The Fund may invest in swap investment derivatives. Derivatives involve risks different from, and in certain cases, greater than the risks presented by more traditional investments.

The Barclays Capital U.S. Corporate High-Yield Index measures the market of USD-denominated, non-investment grade, fixed rate, taxable corporate bonds. Securities are classified as high yield if the middle rating of Moody’s, Fitch, and S&P is Ba1/BB+/BB+ or below after dropping the highest and lowest available ratings. The index excludes emerging markets debt. You cannot invest directly in an index.

Gross Domestic Product is the amount of goods and services produced in a year, in a country.

Consumer Price Index measures the weighted average of prices of a basket of consumer goods and services, such as transportation, food and medical care.

Basis point equals 1/100th of 1%.

Current and future portfolio holdings are subject to risk.

Quasar Distributors, LLC, Distributor

- 2 -

PIA High Yield Fund

Expense Example – May 31, 2013

(Unaudited)

As a shareholder of a mutual fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, redemption fees, and exchange fees, and (2) ongoing costs, including management fees, distribution and/or service fees, and other fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the PIA High Yield Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (12/1/12 – 5/31/13).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses, with actual net expenses being limited to 0.98% per the operating expenses limitation agreement for the PIA High Yield Fund. Although the Fund charges no sales loads 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 Fund’s transfer agent. The Example below includes, but is not limited to, management fees, fund accounting, custody and transfer agent fees. You may use the information in the first line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratios and an assumed rate of return of 5% per year before expenses, which is different from the Fund’s actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

	Beginning Account	Ending Account	Expenses Paid During
	Value 12/1/12	Value 5/31/13	Period 12/1/12 – 5/31/13*
PIA High Yield Fund
Actual	$1,000.00	$1,063.00	$5.04
Hypothetical (5% return before expenses)	$1,000.00	$1,020.04	$4.94

*	Expenses are equal to the Fund’s annualized expense ratio, 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. The annualized expense ratio of the PIA High Yield Fund is 0.98%.

- 3 -

PIA High Yield Fund

Allocation of Portfolio Assets – May 31, 2013

(Unaudited)

Investments by Sector

As a Percentage of Total Investments

- 4 -

PIA High Yield Fund

Schedule of Investments – May 31, 2013

(Unaudited)

Principal Amount			Value
CORPORATE BONDS 94.2%
Aerospace/Defense 0.5%
		Ducommun, Inc.
$	200,000	9.75%, due 7/15/18	$	223,000
Automotive 5.7%
		Accuride Corp.
	676,000	9.50%, due 8/1/18		708,109
		Affinia Group, Inc.
	500,000	7.75%, due 5/1/21 (b)		522,500
		Goodyear Tire & Rubber
	400,000	7.00%, due 5/15/22		433,000
		Schaeffler Finance BV
	480,000	8.50%, due 2/15/19 (b)		542,400
		Stoneridge, Inc.
	125,000	9.50%, due 10/15/17 (b)		135,781
		UCI International, Inc.
	350,000	8.625%, due 2/15/19		364,000
				2,705,790
Building Materials 1.4%
		Associated Asphalt Partners LLC
	500,000	8.50%, due 2/15/18 (b)		523,750
		Roofing Supply Group LLC
	125,000	10.00%, due 6/1/20 (b)		139,688
				663,438
Chemicals 13.2%
		Cornerstone Chemical Co.
	600,000	9.75%, due 3/15/18 (b)		635,999
		Ferro Corp.
	300,000	7.875%, due 8/15/18		318,750
		Hexion U.S. Finance Corp.
	650,000	6.625%, due 4/15/20		679,249
		Ineos Finance PLC
	50,000	7.50%, due 5/1/20 (b)		55,125
		Kraton Polymers LLC
	620,000	6.75%, due 3/1/19		652,550
		Macdermid, Inc.
	438,000	9.50%, due 4/15/17 (b)		454,151
		Momentive Performance
		Materials, Inc.
	165,000	8.875%, due 10/15/20		178,613
		Nexeo Solutions LLC
	550,000	8.375%, due 3/1/18		555,499
		Olin Corp.
	500,000	8.875%, due 8/15/19		558,750
		Omnova Solutions, Inc.
	265,000	7.875%, due 11/1/18		284,875
		Perstorp Holding AB
	495,000	8.75%, due 5/15/17 (b)		513,563
		Rentech Nitrogen Partners L.P.
	500,000	6.50%, due 4/15/21 (b)		508,125
		TPC Group, Inc.
	225,000	8.75%, due 12/15/20 (b)		238,500
		Trinseo Materials
		Operating S.C.A.
	250,000	8.75%, due 2/1/19 (b)		249,688
		Tronox Finance LLC
	350,000	6.375%, due 8/15/20 (b)		345,625
				6,229,062
Construction Machinery 1.1%
		H & E Equipment Services Inc.
	440,000	7.00%, due 9/1/22		477,400
		NES Rentals Holding, Inc.
	50,000	7.875%, due 5/1/18 (b)		51,625
				529,025
Consumer Cyclical Services 4.1%
		APX Group, Inc.
	175,000	6.375%, due 12/1/19 (b)		175,438
	310,000	8.75%, due 12/1/20 (b)		316,199
		Garda World Security Corp.
	400,000	9.75%, due 3/15/17 (b)		433,000
		Live Nation Entertainment, Inc.
	350,000	7.00%, due 9/1/20 (b)		381,063
		Reliance Intermediate Holdings
	275,000	9.50%, due 12/15/19 (b)		305,250

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

- 5 -

PIA High Yield Fund

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Principal Amount			Value
Consumer Cyclical Services 4.1% (continued)
		West Corp.
$	300,000	7.875%, due 1/15/19	$	326,625
				1,937,575
Consumer Products 1.6%
		Serta Simmons Holdings LLC
	220,000	8.125%, due 10/1/20 (b)		233,750
		Spectrum Brands Escrow Corp.
	175,000	6.375%, due 11/15/20 (b)		188,344
		Visant Corp.
	350,000	10.00%, due 10/1/17		336,875
				758,969
Distributors 0.9%
		Amerigas Partners
		Financial Corp.
	200,000	6.25%, due 8/20/19		215,000
		Ferrellgas Partners LP
	200,000	8.625%, due 6/15/20		208,000
				423,000
Diversified Manufacturing 3.0%
		Constellation Enterprises LLC
	375,000	10.625%, due 2/1/16 (b)		397,500
		Dynacast International LLC
	500,000	9.25%, due 7/15/19		553,750
		Mcron Finance Sub LLC
	435,000	8.375%, due 5/15/19 (b)		471,975
				1,423,225
Electric 0.6%
		NRG Energy, Inc.
	245,000	6.625%, due 3/15/23 (b)		260,313
Environmental 2.7%
		Casella Waste Systems, Inc.
	800,000	7.75%, due 2/15/19		772,000
		EnergySolutions, Inc.
	150,000	10.75%, due 8/15/18		161,250
		Heckmann Corp.
	300,000	9.875%, due 4/15/18		321,000
				1,254,250
Finance 2.1%
		Coinstar, Inc.
	600,000	6.00%, due 3/15/19 (b)		613,500
		National Money Mart Co.
	350,000	10.375%, due 12/15/16		376,688
				990,188
Food and Beverage 2.9%
		Aramark Corp.
	500,000	5.75%, due 3/15/20 (b)		520,000
		Bumble Bee Acquisition Corp.
	768,000	9.00%, due 12/15/17 (b)		846,720
				1,366,720
Gaming 1.7%
		MGM Resorts International
	250,000	6.625%, due 12/15/21		271,250
		Scientific Games Corp.
	135,000	8.125%, due 9/15/18		148,163
		Scientific Games
		International, Inc.
	370,000	6.25%, due 9/1/20		379,250
				798,663
Healthcare 2.7%
		Examworks Group, Inc.
	575,000	9.00%, due 7/15/19		635,375
		Harmony Foods Corp.
	261,000	10.00%, due 5/1/16 (b)		279,270
		Physio-Control
		International Corp.
	350,000	9.875%, due 1/15/19 (b)		397,250
				1,311,895
Industrial – Other 9.1%
		American Tire Distributors, Inc.
	400,000	9.75%, due 6/1/17		426,999

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

- 6 -

PIA High Yield Fund

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Principal Amount			Value
Industrial – Other 9.1% (continued)
		Cleaver-Brooks, Inc.
$	550,000	8.75%, due 12/15/19 (b)	$	599,500
		Dycom Investments, Inc.
	520,000	7.125%, due 1/15/21		565,500
		Interline Brands, Inc.
	375,000	10.00%, due 11/15/18 (b)		417,188
		RSC Equipment Rental, Inc.
	610,000	8.25%, due 2/1/21		678,625
		Safway Group Holding
	500,000	7.00%, due 5/15/18 (b)		503,750
		SPL Logistics Escrow LLC
	450,000	8.875%, due 8/1/20 (b)		473,625
		Stonemor Partners L.P.
	300,000	7.88%, due 6/1/21 (b)		298,500
		Zachry Holdings, Inc.
	375,000	7.50%, due 2/1/20		398,438
				4,362,125
Lodging 0.0%
		RHP Hotel Property
	10,000	5.00%, due 4/15/21 (b)		10,169
Media Non-Cable 2.3%
		RR Donnelley & Sons Co.
	50,000	8.25%, due 3/15/19		55,000
		SGS International, Inc.
	600,000	8.375%, due 10/15/20		648,000
		Valassis Communications, Inc.
	350,000	6.625%, due 2/1/21		362,250
				1,065,250
Metals and Mining 5.5%
		American Gilsonite Co.
	850,000	11.50%, due 9/1/17 (b)		915,875
		American Rock
		Salt Company LLC
	300,000	8.25%, due 5/1/18 (b)		295,500
		Castle (AM) & Co.
	250,000	12.75%, due 12/15/16		294,688
		GrafTech International
	240,000	6.375%, due 11/15/20 (b)		250,800
		Rain CII Carbon LLC
	450,000	8.00%, due 12/1/18 (b)		479,250
		Suncoke Energy, Inc.
	50,000	7.625%, due 8/1/19		53,750
	300,000	7.375%, due 2/1/20 (b)		319,500
				2,609,363
Oil Field Services 4.7%
		Calfrac Holdings LP
	300,000	7.50%, due 12/1/20 (b)		310,500
		CHC Helicopter SA
	500,000	9.25%, due 10/15/20		538,750
		Drill Rig Holdings, Inc.
	405,000	6.50%, due 10/1/17 (b)		415,125
		Petroleum Geo-Services
	200,000	7.75%, due 12/15/18 (b)		223,000
		Platinum Energy Solutions, Inc.
	250,000	14.25%, due 3/1/15 (c)		126,250
		Shale-Inland Holdings LLC
	165,000	8.75%, due 11/15/19 (b)		174,488
		Welltec A/S
	400,000	8.00%, due 2/1/19 (b)		434,000
				2,222,113
Packaging 7.6%
		AEP Industries, Inc.
	606,000	8.25%, due 4/15/19		660,539
		Boe Intermediate Holding Corp.
	600,000	9.00%, due 11/1/17 (b)		594,000
		Bway Parent Company, Inc.
	165,000	9.50%, due 11/1/17 (b)		172,838
		Cons Container Co.
	470,000	10.125%, due 7/15/20 (b)		532,275
		Crown Americas LLC
	100,000	4.50%, due 1/15/23 (b)		98,250
		Dispensing Dynamics
		International, Inc.
	250,000	12.50%, due 1/1/18 (b)		263,750

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

- 7 -

PIA High Yield Fund

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Principal Amount			Value
Packaging 7.6% (continued)
		Pretium Packaging LLC
$	175,000	11.50%, due 4/1/16	$	189,875
		Reynolds Group Issuer LLC
	110,000	5.75%, due 10/15/20		111,925
		Sealed Air Corp.
	470,000	6.50%, due 12/1/20 (b)		525,225
		Tekni-Plex, Inc.
	320,000	9.75%, due 6/1/19 (b)		360,000
		Tenneco Packaging, Inc.
	50,000	8.125%, due 6/15/17		53,125
				3,561,802
Paper 5.5%
		Cascades, Inc.
	653,000	7.75%, due 12/15/17		688,914
	205,000	7.875%, due 1/15/20		220,888
		Clearwater Paper Corp.
	80,000	4.50%, due 2/1/23 (b)		79,400
		Neenah Paper, Inc.
	500,000	5.25%, due 5/15/21		505,000
		P.H. Glatfelter Co.
	220,000	5.375%, due 10/15/20		234,300
		Verso Paper Holdings LLC
	325,000	11.75%, due 1/15/19		345,313
		Xerium Technologies, Inc.
	450,000	8.875%, due 6/15/18		468,000
				2,541,815
Pharmaceuticals 0.7%
		Sky Growth Acquisition
	300,000	7.375%, due 10/15/20 (b)		320,250
Pipelines 0.9%
		Atlas Pipeline Partners LP
	420,000	5.875%, due 8/1/23 (b)		430,500
Retailers 3.3%
		Party City Holdings, Inc.
	550,000	8.875%, due 8/1/20		620,125
		Petco Animal Supplies, Inc.
	275,000	8.50%, due 10/15/17 (b)		282,906
	250,000	9.25%, due 12/1/18 (b)		273,750
		Rent-A-Center, Inc.
	350,000	6.625%, due 11/15/20		377,125
				1,553,906
Technology 6.5%
		Commscope, Inc.
	440,000	8.25%, due 1/15/19 (b)		484,000
		First Data Corp.
	500,000	7.375%, due 6/15/19 (b)		530,000
		Kemet Corp.
	370,000	10.50%, due 5/1/18		383,875
		Sophia L.P./Sophia Finance, Inc.
	550,000	9.75%, due 1/15/19 (b)		616,000
		Sungard Data Systems, Inc.
	250,000	6.625%, due 11/1/19 (b)		264,375
		Transunion Holding Co.
	750,000	9.625%, due 6/15/18		811,875
				3,090,125
Textile 1.3%
		Levi Strauss & Co.
	550,000	6.875%, due 5/1/22		612,563
Warehousing and Storage 0.1%
		LBC Tank Terminal Holding
	40,000	6.875%, due 5/15/23 (b)		41,750
Wirelines 2.5%
		Frontier Communications Corp.
	270,000	9.25%, due 7/1/21		315,900
	355,000	7.25%, due 1/15/23		372,306
		Windstream Corp.
	490,000	6.375%, due 8/1/23 (b)		486,325
				1,174,531
Total Corporate Bonds
(cost $42,637,247)				44,471,375

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

- 8 -

PIA High Yield Fund

Schedule of Investments – May 31, 2013 (continued)

(Unaudited)

Shares					Value
SHORT-TERM INVESTMENTS 3.0%
	1,429,904	Invesco STIT – Prime Portfolio –
		Institutional Class, 0.02% (a)			$	1,429,904
Total Short-Term Investments
(cost $1,429,904)						1,429,904
Total Investments
(cost $44,067,151)			97.2	%		45,901,279
Other Assets less Liabilities			2.8	%		1,327,698
TOTAL NET ASSETS			100.0	%	$	47,228,977

(a)	Rate shown is the 7-day annualized yield as of May 31, 2013.

(b)

(c)	Security is in default.

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

- 9 -

PIA High Yield Fund

Statement of Assets and Liabilities – May 31, 2013

(Unaudited)

	High Yield
	Fund
Assets:
Investments in securities, at value (cost $44,067,151)	$	45,901,279
Receivable for securities sold		291,454
Receivable for fund shares sold		519,674
Interest receivable		952,626
Prepaid expenses		21,139
Total assets		47,686,172

Liabilities:
Payable to investment adviser		21,202
Payable for fund shares redeemed		357,715
Investments payable		20,000
Administration fees		12,915
Custody fees		1,535
Transfer agent fees and expenses		9,149
Fund accounting fees		15,977
Audit fees		8,723
Chief Compliance Officer fee		1,396
Shareholder reporting		7,871
Accrued expenses		712
Total liabilities		457,195
Net Assets	$	47,228,977

Net Assets Consist of:
Paid-in capital	$	44,884,407
Undistributed net investment income		14,499
Accumulated net realized gain on investments		495,943
Net unrealized appreciation on investments		1,834,128
Net Assets	$	47,228,977

Net Asset Value, Offering Price and Redemption Price Per Share	$	10.76

Shares Issued and Outstanding (Unlimited number of shares authorized, par value $0.01)		4,390,081

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

- 10 -

PIA High Yield Fund

Statement of Operations – Six Months Ended May 31, 2013

(Unaudited)

	High Yield
	Fund
Investment Income:
Interest	$	1,583,601
Total investment income		1,583,601

Expenses:
Investment advisory fees (Note 4)		140,321
Fund accounting fees (Note 4)		24,167
Administration fees (Note 4)		19,314
Transfer agent fees and expenses (Note 4)		17,363
Registration fees		13,399
Audit fees		8,742
Reports to shareholders		4,464
Legal fees		3,612
Trustees’ fees		3,097
Custody fees (Note 4)		2,744
Chief Compliance Officer fee (Note 4)		2,096
Insurance		1,273
Miscellaneous		1,454
Total expenses		242,046
Less: Fee waiver by adviser (Note 4)		(30,484	)
Net expenses		211,562
Net investment income		1,372,039

Realized and Unrealized Gain on Investments:
Net realized gain on investments		495,975
Net change in unrealized appreciation on investments		711,792
Net gain on investments		1,207,767
Net increase in net assets resulting from operations	$	2,579,806

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

- 11 -

PIA High Yield Fund

Statements of Changes in Net Assets

	Six Months			Year
	Ended			Ended
	May 31, 2013			November 30,
	(Unaudited)			2012
Increase/(Decrease) in Net Assets From
Operations:
Net investment income	$	1,372,039		$	1,864,148
Net realized gain/(loss) on:
Investments		495,975			347,326
Swap contracts		—			22,229
Net change in unrealized appreciation/(depreciation) on investments:
Investments		711,792			1,223,698
Swap contracts		—			(29,353	)
Net increase in net assets resulting from operations		2,579,806			3,428,048

Distributions Paid to Shareholders:
Distributions from net investment income		(1,426,070	)		(1,881,117	)
Distributions from net realized gains		(194,856	)		—
Total distributions paid to shareholders		(1,620,926	)		(1,881,117	)

Capital Share Transactions:
Proceeds from shares sold		9,956,460			26,715,767
Distributions reinvested		693,872			609,539
Payment for shares redeemed		(4,914,062	)		(3,131,734	)
Net increase in net assets from capital share transactions		5,736,270			24,193,572
Total increase in net assets		6,695,150			25,740,503

Net Assets, Beginning of Period		40,533,827			14,793,324
Net Assets, End of Period	$	47,228,977		$	40,533,827
Includes Undistributed Net Investment Income of	$	14,499		$	68,530

Transactions in Shares:
Shares sold		929,323			2,586,944
Shares issued on reinvestment of distributions		65,132			58,910
Shares redeemed		(460,774	)		(299,137	)
Net increase in shares outstanding		533,681			2,346,717

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

- 12 -

PIA High Yield Fund

Financial Highlights

							December 31,
	Six Months			Year			2010*
	Ended			Ended			through
	May 31, 2013			November 30,			November 30,
	(Unaudited)			2012				2011
Per Share Operating Performance
(For a fund share outstanding throughout each period)

Net asset value, beginning of period	$	10.51		$	9.80		$	10.00

Income From Investment Operations:
Net investment income		0.34			0.65			0.45
Net realized and unrealized gain/(loss)
on investments and swap contracts		0.31			0.73			(0.21	)
Total from investment operations		0.65			1.38			0.24

Less Distributions:
Distributions from net investment income		(0.35	)		(0.67	)		(0.44	)
Distributions from net realized gains		(0.05	)		—			—
Total distributions		(0.40	)		(0.67	)		(0.44	)

Net asset value, end of period	$	10.76		$	10.51		$	9.80

Total Return		6.30	%++		14.42	%		2.40	%++

Ratios/Supplemental Data:
Net assets, end of period (in 000’s)	$	47,229		$	40,534		$	14,793
Ratio of expenses to average net assets:
Net of fee waivers and expense reimbursements		0.98	%+		0.98	%		0.98	%+
Before fee waivers and expense reimbursements		1.12	%+		1.30	%		3.03	%+
Ratio of net investment income to average net assets:
Net of fee waivers and expense reimbursements		6.35	%+		6.55	%		5.67	%+
Before fee waivers and expense reimbursements		6.21	%+		6.23	%		3.62	%+
Portfolio turnover rate		23	%++		36	%		33	%++

*	Commencement of operations.

+	Annualized for periods less than one year.

++	Not annualized for periods less than one year.

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

- 13 -

PIA High Yield Fund

Notes to Financial Statements – May 31, 2013

(Unaudited)

Note 1 – Organization

The PIA High Yield Fund (the “Fund”) is a diversified series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. Currently, the Fund offers the Investor Class. The primary investment objective of the Fund is to seek a high level of current income. The Fund commenced operations on December 31, 2010.

Note 2 – Significant Accounting Policies

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

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

Securities Purchased on a When-Issued Basis – Delivery and payment for securities that have been purchased by the Fund on a forward-commitment or when-issued basis can take place up to a month or more after the transaction date. During this period, such securities are subject to market fluctuations. The Fund is required to hold and maintain until the settlement date, cash or other liquid assets in an amount sufficient to meet the purchase price. The purchase of securities on a when-issued or forward-commitment basis may increase the volatility of the Fund’s net asset value if the Fund makes such purchases while remaining substantially fully invested. In connection with the ability to purchase securities on a when-issued basis, the Fund may also enter into dollar rolls in which the Fund sells securities purchased on a forward-commitment basis and simultaneously contracts with a counterparty to repurchase similar (same type, coupon, and maturity), but not identical securities on a specified future date. As an inducement for the Fund to “rollover” its purchase commitments, the Fund receives negotiated amounts in the form of reductions of the purchase price of the commitment. Dollar rolls are considered a form of leverage.

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

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken on returns filed for the open tax years 2011-2012, or expected to be taken in the Fund’s 2013 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.

Expenses – The Fund is charged for those expenses that are directly attributable to the Fund, such as administration and custodian fees. Expenses that are not directly attributable to a Fund are typically allocated among the other PIA Funds in proportion to their respective net assets.

Securities Transactions and Investment Income – Security transactions are accounted for on the trade date. Realized gains and losses on sales of securities are calculated on a first-in, first-out basis. Interest income is recorded on an accrual basis. Discounts and premiums on securities purchased are accreted/amortized over the life of the respective security.

- 14 -

PIA High Yield Fund

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

Distributions to Shareholders – Distributions to shareholders are recorded on the ex-dividend date. The Fund distributes substantially all net investment income, if any, monthly and net realized gains, if any, annually. The amount and character of income and net realized gains to be distributed are determined in accordance with Federal income tax rules and regulations, which may differ from accounting principles generally accepted in the United States of America. To the extent that these differences are attributable to permanent book and tax accounting differences, the components of net assets have been adjusted.

Guarantees and Indemnifications – In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims against the Fund that have not yet occurred. Based on experience, the Fund expects the risk of loss to be remote.

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 –

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.

- 15 -

PIA High Yield Fund

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

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. The Fund’s investments are carried at fair value.

Foreign Securities – Foreign economies may differ from the U.S. economy and individual foreign companies may differ from domestic companies in the same industry.

Illiquid Securities – A security may be considered illiquid if it lacks a readily available market. Securities are generally considered liquid if they can be sold or disposed of in the ordinary course of business within seven days at approximately the price at which the security is valued by the Fund. Illiquid securities may be valued under methods approved by the Fund’s Board of Trustees as reflecting fair value. The Fund intends to hold no more than 15% of its net assets in illiquid securities.

Certain restricted securities may be considered illiquid. Restricted securities are often purchased in private placement transactions, are not registered under the Securities Act of 1933, may have contractual restrictions on resale, and may be valued under methods approved by the Fund’s Board of Trustees as reflecting fair value. Certain restricted securities eligible for resale to qualified institutional investors, including Rule 144A securities, are not subject to the limitation on the Fund’s investment in illiquid securities if they are determined to be liquid in accordance with procedures adopted by the Fund’s Board of Trustees. As of May 31, 2013, Pacific Income Advisers, Inc. (“PIA” or the “Adviser”) has determined that all the Rule 144A securities held by the Fund are considered liquid.

- 16 -

PIA High Yield Fund

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

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 of security, size of holding, trading volume and news events. There can be no assurance that the Fund could obtain the fair value assigned to a security if they were to sell the security at approximately the time at which the Fund determines its net asset value per share.

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.

High Yield Fund

	Level 1		Level 2		Level 3		Total
Fixed Income
Corporate Bonds	$	—	$	44,471,375	$	—	$	44,471,375
Total Fixed Income		—		44,471,375		—		44,471,375
Short-Term Investments		1,429,904		—		—		1,429,904
Total Investments	$	1,429,904	$	44,471,375	$	—	$	45,901,279

Refer to the Fund’s Schedule of Investment for a detailed break-out of securities. Transfers between levels are recognized at May 31, 2013, 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 six months ended May 31, 2013.

New Accounting Pronouncement – In January 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-01 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. This update gives additional clarification to the FASB ASU No. 2011-11 Disclosures about Offsetting Assets and Liabilities. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. The Fund is currently evaluating the impact ASU 2013-01 will have on the financial statement disclosures.

Note 4 – Investment Advisory Fee and Other Transactions with Affiliates

The Fund has an investment advisory agreement with PIA pursuant to which the Adviser is responsible for providing investment management services to the Fund. The Adviser furnished all investment advice, office space and facilities, and provides most of the personnel needed by the Fund. As compensation for its services, PIA is entitled to a fee, computed daily and payable monthly. The Fund pays fees calculated at an annual rate of 0.65% based upon the Fund’s average daily net assets. For the six months ended May 31, 2013, the Fund incurred $140,321 in advisory fees.

- 17 -

PIA High Yield Fund

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

The Fund is responsible for its own operating expenses. The Adviser has contractually 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 0.98% of average daily net assets. The Adviser will continue the expense waiver and/or reimbursement through at least March 30, 2013. Any such reduction made by the Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Adviser, if so requested by the Adviser, 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’s 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 Fund’s payment of current ordinary operating expenses. For the six months ended May 31, 2013, the Adviser reduced its fees in the amount of $30,484. No amounts were reimbursed to the Adviser. Cumulative expenses subject to recapture pursuant to the aforementioned conditions amounted to $237,017 at May 31, 2013. The expense limitation will remain in effect through at least March 29, 2014, and may be terminated only by the Trust’s Board of Trustees. Cumulative expenses subject to recapture expire as follows:

Year	Amount
2014	$	115,907
2015		90,626
2016		30,484
	$	237,017

U.S. Bancorp Fund Services, LLC (the “Administrator”) acts as the Fund’s Administrator under an Administration Agreement. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Fund’s custodian, transfer agent and accountants; coordinates the preparation and payment of the Fund’s expenses and reviews the Fund’s expense accruals. For the six months ended May 31, 2013, the Fund incurred $19,314 in administration fees.

U.S. Bancorp Fund Services, LLC (“USBFS”) also serves as the fund accountant and transfer agent to the Fund. For the six months ended May 31, 2013, the High Yield Fund incurred $24,167 in fund accounting fees and $10,589 in transfer agent fees (excluding transfer agency out-of-pocket expenses and sub-ta fees). U.S. Bank N.A., an affiliate of USBFS, serves as the Fund’s custodian. For the six months ended May 31, 2013, the Fund incurred $2,744 in custody fees.

For the six months ended May 31, 2013, the Fund was allocated $2,096 of the Chief Compliance Officer fee.

At May 31, 2013, the Fund had payables due to USBFS for administration, fund accounting, transfer agency (excluding transfer agency out-of-pocket expenses and sub-ta fees) and Chief Compliance Officer fees and to U.S. Bank, N.A. for custody fees in the amount of $12,915, $15,977, $6,791, $1,396, and $1,535, respectively.

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

Certain officers of the Fund are employees of the Administrator.

- 18 -

PIA High Yield Fund

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

Note 5 – Purchases and Sales of Securities

For the six months ended May 31, 2013, the cost of purchases and the proceeds from sales of securities (excluding short-term securities and U.S. government obligations) were $15,049,902 and $9,680,246, respectively. There were no purchases and sales of U.S. government obligations during the six months ended May 31, 2013.

Note 6 – Derivative Instruments

The Fund has adopted the financial accounting reporting rules as required by the Derivatives and Hedging Topic of the FASB Accounting Standards Codification. The Fund is 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.

The Fund is subject to credit risk in the normal course of pursuing their investment objectives. The Fund may enter into credit default swaps to manage their exposure to the market or certain sectors of the market, to reduce its exposure to other risks, such as interest rate risks or as a substitute for taking a position in certain types of bonds.

Credit default swaps involve the exchange of a fixed rate premium for protection against the loss in value of an underlying security in the event of a defined credit event, such as a payment default or bankruptcy. Under a credit default swap one party acts as a guarantor by receiving the fixed periodic payment in exchange for the commitment to purchase the underlying security at par if the defined credit event occurs. Although contract specific, credit events are generally defined as bankruptcy, failure to pay, restructuring, obligation acceleration, obligation default, or repudiation/moratorium. Upon the occurrence of a defined credit event, the difference between the value of the reference obligation and the swap’s notional amount is recorded as realized gain or loss on swap contracts in the statement of operations. The Fund’s maximum risk of loss from counterparty risk, either as the protection seller or as the protection buyer, is the fair value of the contract. This risk is mitigated by having a master netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty.

During the six months ended May 31, 2013, the Fund did not enter into credit default swaps.

Note 7 – Federal Income Tax Information

Net investment income and net realized gains/losses differ for financial statement and tax purposes due to differing treatments of swap contracts.

The tax character of distributions paid during the six months ended May 31, 2013 and the year ended November 30, 2012 was as follows:

	May 31, 2013		Nov. 30, 2012
Ordinary income	$	1,571,877	$	1,881,117
Long-term capital gains		49,049		—

- 19 -

PIA High Yield Fund

Notes to Financial Statements – May 31, 2013 (continued)

(Unaudited)

As of November 30, 2012, the Fund’s most recently completed fiscal year end, the components of capital on a tax basis were as follows:

High Yield Fund

Cost of investments (a)	$	38,554,212
Gross unrealized appreciation		1,447,331
Gross unrealized depreciation		(324,995	)
Net unrealized appreciation		1,122,336
Undistributed ordinary income		214,316
Undistributed long-term capital gain		49,038
Total distributable earnings		263,354
Other accumulated gains/(losses)		—
Total accumulated earnings/(losses)	$	1,385,690

(a) The difference between book-basis and tax-basis net unrealized appreciation are the same.

The Fund utilized short-term capital loss carryforwards in the amount of $124,360 during the year ended November 30, 2012.

- 20 -

PIA High Yield Fund

Notice to Shareholders – May 31, 2013

(Unaudited)

How to Obtain a Copy of the Fund’s Proxy Voting Policies

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-800-251-1970, or on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

How to Obtain a Copy of the Fund’s Proxy Voting Records for the 12-Month Period Ended June 30

Information regarding how the 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 1-800-251-1970. Furthermore, you can obtain the Fund’s proxy voting records on the SEC’s website at http://www.sec.gov.

Quarterly Filings on Form N-Q

The Fund files its complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the SEC’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-202-551-8090. Information included in the Fund’s Form N-Q is also available by calling 1-800-251-1970.

- 21 -

PIA Funds

Approval of Investment Advisory Agreements

(Unaudited)

At a meeting held on December 4-5, 2012, the Board, including all the persons who are Independent Trustees as defined under the Investment Company Act of 1940, as amended, considered and approved the continuance of the Advisory Agreement for the PIA High Yield Fund, which commenced operations on December 31, 2010, and PIA High Yield (MACS) Fund, which had not commenced operations at the time of this meeting (the “Funds”), with Pacific Income Advisers, Inc. (the “Adviser”) for another annual term. At this meeting, and at a prior meeting held on October 24-25, 2012, the Board received and reviewed substantial information regarding the Funds, the Adviser and the services provided by the Adviser to the Funds under the Advisory Agreement. This information, together with the information provided to the Board throughout the course of the year, formed the primary (but not exclusive) basis for the Board’s determinations. Below is a summary of the factors considered by the Board and the conclusions that formed the basis for the Board’s continuance of the Advisory Agreement:

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

- 22 -

PIA Funds

Approval of Investment Advisory Agreements (continued)

(Unaudited)

The Board also considered any differences in performance between similarly managed accounts and the performance of the PIA High Yield Fund and reviewed the performance of the Fund against a broad-based securities market benchmark.

THE COSTS OF THE SERVICES TO BE PROVIDED BY THE ADVISER AND THE STRUCTURE OF THE ADVISER’S FEE UNDER THE ADVISORY AGREEMENT. In considering the appropriateness of the advisory fee, the Board considered the level of the fee itself as well as the total fees and expenses of the Funds. The Board reviewed information as to fees and expenses of advisers and funds within the relevant Lipper peer funds, fees charged by the Adviser to other similarly managed accounts, as well as information regarding fee offsets for separate accounts invested in the PIA High Yield Fund. When reviewing fees charged to other similarly managed accounts, the Board took into account the type of account and the differences in the management of that account that might be germane to the difference, if any, in the fees charged to such accounts.

PIA High Yield Fund: The Board noted that the Adviser had contractually agreed to maintain an expense limitation for the Fund of 0.98% (the “Expense Cap”). Additionally, the Board noted that the Fund’s total expense ratio was below its peer group median and average. The Board also noted that the Fund’s contractual advisory fee was above its peer group median and average, as well as the average of the Fund’s peer group when adjusted to include only funds with similar asset sizes, but that after advisory fee waivers and the payment of Fund expenses necessary to maintain the Expense Cap, the net advisory fees received by the Adviser from the Fund during the most recent fiscal period were below the peer group median and average. The Board also took into consideration the services the Adviser provided to its separately managed account clients, comparing the fees charged for those management services to the management fees charged to the Fund. The Board found that the management fees charged to the Fund were in line with the fees charged to the Adviser’s separately managed account clients. As a result, the Trustees noted that the Fund’s expenses and advisory fee were not outside the range of its peer group.

PIA High Yield (MACS) Fund: The Board noted that the Adviser will not charge management fees to the Fund. The Board recognized that clients of the Adviser will pay the Adviser an investment advisory fee to manage their assets as part of wrap programs or other investment advisory accounts, including assets invested in the Fund. The Board noted that the Adviser will also voluntarily absorb all of the Fund’s ordinary operating expenses.

ECONOMIES OF SCALE. The Board also considered that economies of scale would be expected to be realized by the Adviser as the assets of the Funds grow. In this regard, the Board noted that the Adviser has agreed to reduce its advisory fees or reimburse Fund expenses so that the PIA High Yield Fund does not exceed the Expense Cap. Additionally, the Board noted that since the Adviser will not charge a management fee to the PIA High Yield (MACS) Fund, such economies of scale might be realized in the form of lower operating expenses as the Fund grows in size. The Board concluded that there were no effective economies of scale to be shared with the Funds at current asset levels, but considered revisiting this issue in the future as circumstances changed and asset levels increased.

- 23 -

PIA Funds

Approval of Investment Advisory Agreements (continued)

(Unaudited)

THE PROFITS TO BE REALIZED BY THE ADVISER AND ITS AFFILIATES FROM THEIR RELATIONSHIP WITH THE FUND. The Board reviewed the Adviser’s financial information and took into account both the direct benefits and the indirect benefits to the Adviser from advising the Funds. The Board considered the profitability to the Adviser from its relationship with the Funds and considered any additional benefits derived by the Adviser from its relationship with the Funds. The Board also reviewed information regarding fee offsets for separate accounts invested in the PIA High Yield Fund and determined that the Adviser was not currently receiving an advisory fee both at the separate account and at the Fund level for these accounts, and as a result was not receiving additional fall-out benefits from these relationships. After such review, the Board determined that the profitability to the Adviser with respect to the Advisory Agreement was not excessive, and that the Adviser had maintained adequate resources and profit levels to support the services it provides to the Funds.

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

- 24 -

PRIVACY NOTICE

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

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

• Information you give us orally; and/or

• Information about your transactions with us or others.

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

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

(This Page Intentionally Left Blank.)

Adviser

Pacific Income Advisers, Inc.

1299 Ocean Avenue, Suite 210

Santa Monica, CA 90401

Distributor

Quasar Distributors, LLC

615 East Michigan Street

Milwaukee, WI 53202

Transfer Agent

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, WI 53202

(800) 251-1970

Custodian

U.S. Bank N.A.

1555 North River Center Drive, Suite 302

Milwaukee, WI 53212

Independent Registered Public Accounting Firm

Tait, Weller & Baker LLP

1818 Market Street, Suite 2400

Philadelphia, PA 19103

Legal Counsel

Paul Hastings LLP

75 East 55th Street

New York, NY 10022

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 8/2/2013

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 8/2/2013

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

Cheryl L. King, Treasurer

Date 8/2/2013

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