UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-07959

Advisors Series Trust

(Exact name of registrant as specified in charter)

615 East Michigan Street

Milwaukee, WI 53202

(Address of principal executive offices) (Zip code)

Douglas G. Hess, President

Advisors Series Trust

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

777 East Wisconsin Avenue, 5th Floor

Milwaukee, WI 53202

(Name and address of agent for service)

(414) 765-6609

(Registrant's telephone number, including area code)

Date of fiscal year end: November 30, 2014

Date of reporting period: May 31, 2014

Item 1. Reports to Stockholders.

Semper MBS Total Return Fund

Investor Class – SEMPX

Institutional Class – SEMMX

Semper Short Duration Fund

Investor Class – SEMRX

Institutional Class – SEMIX

Semi-Annual Report

May 31, 2014

SEMPER MBS TOTAL RETURN FUND

ALLOCATION OF PORTFOLIO ASSETS at May 31, 2014 (Unaudited)

Percentages represent market value as a percentage of total investments.

2

SEMPER SHORT DURATION FUND

ALLOCATION OF PORTFOLIO ASSETS at May 31, 2014 (Unaudited)

Percentages represent market value as a percentage of total investments.

3

SEMPER FUNDS

EXPENSE EXAMPLE at May 31, 2014 (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 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 (12/1/13 – 5/31/14).

Actual Expenses

The information in the table under the heading “Actual” provides information about actual account values and actual expenses, with actual net expenses being limited to 1.00% and 0.75% per the operating expenses limitation agreement for the Semper MBS Total Return Fund – Investor Class and the Semper MBS Total Return Fund – Institutional Class, and 0.85% and 0.60% per the operating expenses limitation agreement for the Semper Short Duration Fund – Investor Class and the Semper Short Duration Fund – Institutional Class, respectively.  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 this information, 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 information in the table under the heading “Hypothetical (5% return before expenses)” provides information about hypothetical account values and hypothetical expenses based on each 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 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 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.

4

SEMPER FUNDS

EXPENSE EXAMPLE at May 31, 2014 (Unaudited), Continued

MBS Total Return Fund

	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During Period
	12/1/13	5/31/14	12/1/13 – 5/31/14(1)
Investor Class
Actual	$1,000.00	$1,052.30	$5.12
Hypothetical (5% return	$1,000.00	$1,019.95	$5.04
before expenses)
Institutional Class
Actual	$1,000.00	$1,054.60	$3.84
Hypothetical (5% return	$1,000.00	$1,021.19	$3.78
before expenses)

(1) Expenses are equal to the Fund’s annualized expense ratios, 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 Semper MBS Total Return Fund – Investor Class and the Semper MBS Total Return Fund – Institutional Class are 1.00% and 0.75%, respectively.

Short Duration Fund

	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During Period
	12/1/13	5/31/14	12/1/13 – 5/31/14(1)
Investor Class
Actual(2)	$1,000.00	$1,013.00	$5.57
Hypothetical (5% return	$1,000.00	$1,019.40	$5.59
before expenses)(3)
Institutional Class
Actual(2)	$1,000.00	$1,014.20	$4.32
Hypothetical (5% return	$1,000.00	$1,020.64	$4.33
before expenses)(3)

(1)	Expenses are equal to the Fund’s annualized expense ratios, 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 Semper Short Duration Fund – Investor Class and the Semper Short Duration Fund – Institutional Class are 0.85% and 0.60%, respectively.
(2)	Excluding interest expense on short positions, your actual expenses would be $4.27 and $3.01 for Investor Class and Institutional Class, respectively.
(3)	Excluding interest expense on short positions, your hypothetical expenses would be $4.28 and $3.02 for Investor Class and Institutional Class, respectively.

5

SEMPER MBS TOTAL RETURN FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited)

Principal
Amount/Shares			Value
		ASSET-BACKED SECURITIES – 0.1%
		Business Loan Express
$	91,770	0.950%, due 6/27/33, Series 2005-1A,
		Class M (a)(d)	$	77,661
		Total Asset-Backed Securities (cost $77,661)		77,661
		COMMERCIAL MORTGAGE-BACKED
		SECURITIES – AGENCY – 0.1%
		GNMA REMIC Trust
	97,665	1.880%, due 3/16/46, Series 2013-46, Class AC (a)		92,921
		Total Commercial Mortgage-Backed Securities –
		Agency (cost $91,073)		92,921
		COMMERCIAL MORTGAGE-BACKED
		SECURITIES – NON-AGENCY – 18.1%
		Banc of America Commercial Mortgage Trust
	570,000	5.545%, due 12/10/42, Series 2004-6,
		Class G (a)(d)		523,637
	150,000	5.388%, due 10/10/45, Series 2005-5,
		Class G (a)(d)		123,793
	660,000	5.775%, due 6/10/49, Series 2007-3, Class AJ (a)		687,370
		Bear Stearns Commercial Mortgage Securities
	686,000	5.605%, due 3/11/39, Series 2006-PW11,
		Class D (a)(d)		610,658
	1,000,000	5.898%, due 6/11/40, Series 2007-PW16,
		Class AJ (a)		1,039,896
	478,000	4.898%, due 6/11/41, Series 2005-PWR8,
		Class D		448,424
	510,000	5.611%, due 9/11/41, Series 2006-PW13,
		Class AJ (a)		534,699
		Citigroup Commercial Mortgage Trust
	300,000	5.898%, due 12/10/49, Series 2007-C6,
		Class AJ (a)		281,918
		CNL Commercial Mortgage Loan Trust
	482,117	0.869%, due 3/23/28, Series 2001-2A, Class A (a)		443,705
	177,591	0.750%, due 10/25/28, Series 2002-1A,
		Class A (a)(d)		133,354

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

6

SEMPER MBS TOTAL RETURN FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		CNL Commercial Mortgage Loan Trust (Continued)
$	330,547	0.652%, due 5/15/31, Series 2003-1A,
		Class A1 (a)(d)	$	300,074
		Credit Suisse First Boston Mortgage Securities
	1,000,000	5.792%, due 1/15/37, Series 2004-C1,
		Class H (a)(d)		958,908
	350,000	5.786%, due 11/15/37, Series 2004-C5,
		Class H (a)(d)		280,175
	980,000	5.441%, due 8/17/38, Series 2005-C4,
		Class E (a)(d)		914,138
		GE Commercial Mortgage Corporation Trust
	500,000	5.489%, due 11/10/45, Series 2005-C4, Class AJ (a)		508,389
	255,000	5.606%, due 12/10/49, Series 2007-C1,
		Class AM (a)		270,273
		Invitation Homes Trust
	100,000	2.400%, due 12/17/30, Series 2013-SFR1,
		Class D (a)(d)		99,020
	910,000	1.651%, due 6/17/31, Series 2014-SFR1,
		Class B (a)(d)		913,914
		JP Morgan Chase Commercial
		Mortgage Securities Trust
	620,000	5.144%, due 9/12/37, Series 2005-CB12,
		Class B (a)		618,813
	100,000	6.057%, due 4/15/45, Series 2006-LDP7,
		Class B (a)		85,750
	435,000	6.218%, due 2/15/51, Series 2007-LDP12,
		Class B (a)		380,148
		Lehman Brothers Small Balance Commercial
		Mortgage Pass-Through Certificates
	597,654	1.100%, due 2/25/30, Series 2005-1A,
		Class B (a)(d)		493,064
		ML-CFC Commercial Mortgage Trust
	190,000	6.073%, due 6/12/46, Series 2006-2, Class B (a)(d)		179,309
		Morgan Stanley Capital I Trust
	660,000	5.070%, due 12/13/41, Series 2005-T17,
		Class E (a)(d)		406,652
	380,000	5.587%, due 2/12/44, Series 2007-HQ11,
		Class D (a)		343,435

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

7

SEMPER MBS TOTAL RETURN FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		Wachovia Bank Commercial Mortgage Trust
$	150,000	5.430%, due 7/15/42, Series 2005-C20,
		Class E (a)(d)	$	140,878
	400,000	5.545%, due 12/15/44, Series 2005-C22,
		Class B (a)		391,214
	220,000	5.368%, due 11/15/48, Series 2006-C29,
		Class AJ (a)		213,354
		Total Commercial Mortgage-Backed Securities –
		Non-Agency (cost $12,118,659)		12,324,962
		RESIDENTIAL MORTGAGE-BACKED
		SECURITIES – AGENCY – 0.7%
		FHLMC Structured Pass Through Securities
	186,994	0.430%, due 9/25/31, Series T-35, Class A (a)		174,952
		FNMA REMIC Trust
	232,143	2.000%, due 10/25/40, Series 2013-53		225,378
		GNMA II Pool
	91,617	2.518%, due 9/20/63, #899223 (a)		100,640
		Total Residential Mortgage-Backed Securities –
		Agency (cost $478,264)		500,970
		RESIDENTIAL MORTGAGE-BACKED
		SECURITIES – NON-AGENCY – 63.1%
		ABSC Long Beach Home Equity Loan Trust
	582,183	8.550%, due 9/21/30, Series 2000-LB1, Class AF5 (a)		590,544
		Accredited Mortgage Loan Trust
	486,931	4.330%, due 6/25/33, Series 2003-1, Class A-1 (a)		438,222
		Adjustable Rate Mortgage Trust
	49,633	2.737%, due 8/25/35, Series 2005-4, Class 3A1 (a)		43,841
		AFC Home Equity Loan Trust
	153,173	1.080%, due 11/25/28, Series 1998-4, Class 2A2 (a)		136,069
		American Home Mortgage Investment Trust
	127,590	5.064%, due 9/25/35, Series 2005-2,
		Class 5A1 (a)(d)		131,130
	356,222	6.100%, due 1/25/37, Series 2007-A, Class 13A1 (a)		234,130
	259,448	1.899%, due 4/25/44, Series 2004-1, Class 3A (a)		256,072
		Asset Backed Funding Certificates
	116,485	2.250%, due 2/25/32, Series 2002-WF2, Class M2 (a)		112,467

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

8

SEMPER MBS TOTAL RETURN FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		Banc of America Alternative Loan Trust
$	158,409	6.000%, due 3/25/34, Series 2004-2, Class 1A1	$	163,034
		Banc of America Funding Corporation
	82,273	2.700%, due 12/20/34, Series 2004-B, Class 1A1 (a)		68,938
	189,862	2.700%, due 12/20/34, Series 2004-B, Class 1A2 (a)		159,087
	114,258	0.399%, due 5/20/35, Series 2005-C, Class A2 (a)		99,518
	1,684,867	0.600%, due 7/25/37, Series 2008-R4,
		Class 1A4 (a)(d)		1,224,861
	244,010	45.165%, due 7/25/47, Series 2007-5,
		Class 7A2 (a)(IO)		388,417
		Bayview Financial Asset Trust
	869,560	0.600%, due 3/25/37, Series 2007-SR1A,
		Class A (a)(d)		753,566
	434,780	1.050%, due 3/25/37, Series 2007-SR1A,
		Class M2 (a)(d)		360,867
		Bear Stearns Adjustable Rate Mortgage Trust
	101,966	2.637%, due 10/25/34, Series 2004-7, Class 1A1 (a)		92,172
		Bear Stearns Asset Backed Securities Trust
	14,977,961	0.518%, due 9/25/35, Series 2005-SD4, Class 1X (a)		417,959
		Bella Vista Mortgage Trust
	322,308	0.688%, due 2/22/35, Series 2005-1, Class 2A (a)		281,034
		Carrington Mortgage Loan Trust
	129,609	0.250%, due 6/25/37, Series 2007-HE1, Class A1 (a)		128,377
		CDC Mortgage Capital Trust
	401,830	0.770%, due 1/25/33, Series 2002-HE1, Class A (a)		385,195
	202,386	2.625%, due 3/25/34, Series 2003-HE4, Class M2 (a)		188,444
		Chase Funding Mortgage Loan
		Asset-Backed Certificates
	228,195	6.333%, due 4/25/32, Series 2002-2, Class 1A5 (a)		233,671
	357,187	5.159%, due 11/25/32, Series 2003-4, Class 1M1		331,768
		Chase Mortgage Finance Company
	156,134	5.000%, due 11/25/33, Series 2003-S13, Class A16		161,592
		Cit Group Home Equity Loan Trust
	533,019	6.710%, due 2/25/33, Series 2002-1, Class AF5 (a)		534,095
		Citigroup Mortgage Loan Trust, Inc.
	550,333	6.000%, due 7/25/34, Series 2004-NCM1, Class 2A2		570,853
	623,374	2.717%, due 11/25/35, Series 2005-8, Class 1A2A (a)		512,905
	275,236	6.333%, due 1/25/37, Series 2007-OPX1,
		Class A4B (a)		170,523

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

9

SEMPER MBS TOTAL RETURN FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		Citimortgage Alternative Loan Trust
$	303,865	6.000%, due 10/25/36, Series 2006-A5, Class 3A1	$	246,318
		Conseco Finance Home Loan Trust
	360,320	10.260%, due 8/15/31, Series 2000-E, Class B1 (a)		374,733
		Countrywide Alternative Loan Trust
	422,465	5.500%, due 12/25/35, Series 2005-57CB, Class 3A3		363,485
	337,891	6.000%, due 2/25/37, Series 2006-45T1, Class 1A15		263,281
		Countrywide Asset-Backed Certificates
	14,709	4.456%, due 10/25/35, Series 2005-4, Class AF3 (a)		14,777
		Countrywide Home Equity Loan Trust
	398,883	0.371%, due 12/15/29, Series 2004-G, Class 2A (a)		356,001
		Countrywide Home Loans
	279,613	5.000%, due 6/25/18, Series 2003-15, Class 2A1		286,116
	122,556	5.500%, due 10/25/34, Series 2004-19, Class A15		114,225
	94,601	0.570%, due 11/25/34, Series 2004-R2,
		Class 1AF1 (a)(d)		83,825
	98,509	18.425%, due 1/25/36, Series 2005-30, Class A2 (a)		114,816
	196,982	2.532%, due 4/20/36, Series 2006-HYB2,
		Class 3A1 (a)		162,387
	168,834	6.000%, due 12/25/36, Series 2008-2R, Class A1		161,432
		Credit Suisse First Boston Mortgage Securities Corp.
	563,228	7.500%, due 5/25/32, Series 2002-10, Class 1M2 (a)		537,908
		Credit Suisse Mortgage Trust
	494,771	5.000%, due 4/25/29, Series 2007-5, Class 9A2		488,910
	200,000	5.000%, due 11/25/35, Series 2006-CF1,
		Class B2 (a)(d)		181,647
	276,945	5.750%, due 12/26/35, Series 2005-1R,
		Class 2A5 (d)		249,955
	103,346	6.500%, due 7/26/36, Series 2007-5R, Class A5		61,271
	269,167	5.746%, due 10/26/36, Series 2007-4R,
		Class 1A1 (a)(d)		201,643
		CS First Boston Commercial Mortgage Trust
	87,927	7.500%, due 6/25/20, Series 1997-2, Class A (d)		88,469
	105,094	5.500%, due 2/25/35, Series 2005-1, Class 2A6		103,536
	212,234	7.000%, due 9/25/35, Series 2005-8, Class 7A1		147,560
		CSAB Mortgage Backed Trust
	115,847	5.898%, due 5/25/37, Series 2007-1, Class 1A1A (a)		64,496
		Delta Funding Home Equity Loan Trust
	707,680	8.590%, due 5/15/30, Series 2000-1, Class M2 (a)		710,850

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

10

SEMPER MBS TOTAL RETURN FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		Deutsche Alt-A Securities, Inc.
$	135,318	5.250%, due 6/25/35, Series 2005-3, Class 4A5	$	133,857
	206,489	5.500%, due 12/25/35, Series 2005-6, Class 1A3		178,421
		Encore Credit Receivables Trust
	210,000	0.640%, due 10/25/35, Series 2005-3, Class M2 (a)		201,349
		Equity One ABS, Inc.
	84,956	6.039%, due 11/25/32, Series 2002-3, Class M1		81,219
		First Franklin Mortgage Loan Asset Backed Certificates
	766,476	0.770%, due 11/25/31, Series 2001-FF2, Class A1 (a)		693,715
		First Horizon Mortgage Pass-Through Trust
	201,158	6.000%, due 8/25/36, Series 2006-2, Class 1A7		195,784
		GS Mortgage Securities Corp.
	108,391	7.500%, due 9/25/36, Series 2008-2R,
		Class 1A1 (a)(d)		91,020
	669,519	7.500%, due 10/25/36, Series 2008-2R,
		Class 2A1 (a)(d)		561,950
	742,131	0.600%, due 12/26/36, Series 2009-4R,
		Class 2A4 (a)(d)		693,449
		GS Mortgage Securities Trust
	311,701	0.849%, due 3/20/23, Series 2000-1A,
		Class A (a)(d)		271,180
		GSMPS Mortgage Loan Trust
	231,173	7.656%, due 5/19/27, Series 1998-2, Class A (a)(d)		235,179
	27,284	8.500%, due 1/25/35, Series 2005-RP1,
		Class 1A4 (d)		28,571
	117,288	8.000%, due 1/25/36, Series 2006-RP1,
		Class 1A3 (d)		122,665
	55,624	8.500%, due 1/25/36, Series 2006-RP1,
		Class 1A4 (d)		59,318
		GSR Mortgage Loan Trust
	253,277	7.500%, due 1/25/34, Series 2004-2F, Class 7A2 (a)		44,569
	167,766	5.500%, due 3/25/36, Series 2006-3F, Class 1A2		152,491
	412,449	6.250%, due 8/25/36, Series 2006-7F, Class 3A5		352,758
	72,041	3.268%, due 3/25/37, Series 2007-AR1,
		Class 6A1 (a)		69,847
		HarborView Mortgage Loan Trust
	255,990	2.686%, due 2/25/36, Series 2006-2, Class 1A (a)		194,348
		Home Equity Asset Trust
	200,000	0.580%, due 2/25/36, Series 2005-8, Class M1 (a)		161,745

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

11

SEMPER MBS TOTAL RETURN FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		Impac CMB Trust
$	417,266	5.216%, due 12/25/32, Series 2002-9F, Class A1 (a)	$	423,559
	155,477	0.990%, due 10/25/33, Series 2003-11, Class 2A1 (a)		157,285
	451,515	1.052%, due 10/25/33, Series 2003-8, Class 2A1 (a)		454,381
	189,844	0.970%, due 8/25/34, Series 2004-8, Class 3A (a)		176,058
	206,896	1.800%, due 10/25/34, Series 2004-5, Class 1M4 (a)		189,169
	46,600	0.900%, due 2/25/36, Series 2005-8,
		Class 2M2 (a)		42,087
		Impac Secured Assets Corp.
	148,469	1.943%, due 7/25/35, Series 2005-1, Class 1A1 (a)		94,925
		IndyMac INDX Mortgage Loan Trust
	128,046	0.950%, due 5/25/34, Series 2004-AR10,
		Class 2A1 (a)		116,089
	61,131	2.468%, due 3/25/35, Series 2005-AR1,
		Class 1A1 (a)		59,219
	1,902,013	1.377%, due 8/25/35, Series 2005-AR13,
		Class 3A1 (a)		1,449,336
	909,548	4.650%, due 12/25/35, Series 2006-R1,
		Class A3 (a)		710,370
	290,849	2.730%, due 9/25/36, Series 2006-AR25,
		Class 6A1 (a)		264,489
		Jefferies & Co.
	93,533	5.128%, due 7/26/37, Series 2009-R7,
		Class 9A1 (a)(d)		94,296
		JP Morgan Mortgage Trust
	84,514	3.073%, due 2/25/35, Series 2005-A1, Class 4A1 (a)		83,076
	115,764	5.500%, due 12/27/35, Series 2008-R2,
		Class 2A (d)		100,575
		Lavender Trust
	400,000	5.500%, due 9/26/35, Series 2010-RR6A,
		Class A3 (d)		407,394
	445,000	6.250%, due 9/26/36, Series 2010-RR10A,
		Class A3 (d)		473,325
	223,000	6.000%, due 8/26/37, Series 2010-RR15A,
		Class A3 (d)		225,034
		Lehman Mortgage Trust
	811,512	5.800%, due 1/25/36, Series 2005-3, Class 2A5		769,008
		Lehman Structured Securities Corp.
	164,154	0.000%, due 7/26/24, Series 2002-GE1, Class A (a)		126,399

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

12

SEMPER MBS TOTAL RETURN FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		MASTR Adjustable Rate Mortgages Trust
$	408,573	0.480%, due 12/25/34, Series 2004-15,
		Class 6A1 (a)	$	351,458
	33,297	2.521%, due 7/25/35, Series 2005-6, Class 5A1 (a)		28,413
		MASTR Alternative Loan Trust
	222,630	4.500%, due 9/25/19, Series 2004-10, Class 1A1		221,111
		MASTR Asset Backed Securities Trust
	471,910	1.875%, due 2/25/34, Series 2004-WMC1,
		Class M2 (a)		467,790
		MASTR Asset Securitization Trust
	111,491	5.500%, due 7/25/33, Series 2003-6, Class 1A1		115,014
		MASTR Reperforming Loan Trust
	113,290	6.000%, due 8/25/34, Series 2005-1, Class 1A1 (d)		116,339
	295,351	0.500%, due 5/25/35, Series 2005-2,
		Class 1A1F (a)(d)		253,271
		Merrill Lynch Alternative Note Asset Trust
	214,509	6.000%, due 3/25/37, Series 2007-F1, Class 2A6		165,497
	364,444	6.000%, due 3/25/37, Series 2007-F1, Class 1A2		239,871
		Merrill Lynch Mortgage Synthetic
	1,110,830	0.916%, due 6/28/35, Series 2005-ACR1,
		Class M2 (a)(d)		1,030,213
		Morgan Stanley Dean Witter Capital I Trust
	109,882	1.425%, due 2/25/32, Series 2001-AM1,
		Class M1 (a)		101,336
		Morgan Stanley Mortgage Loan Trust
	1,474,770	5.962%, due 6/25/36, Series 2006-7, Class 5A2		888,362
		New Century Alternative Mortgage Loan Trust
	121,519	5.697%, due 10/25/36, Series 2006-ALT2,
		Class AF2 (a)		77,186
		Nomura Asset Acceptance Corp.
	475,257	6.949%, due 2/19/30, Series 2001-R1A,
		Class A (a)(d)		473,804
		Option One Mortgage Loan Trust
	39,872	1.350%, due 1/25/32, Series 2001-4, Class M1 (a)		34,003
		Prime Mortgage Trust
	721,394	7.000%, due 7/25/34, Series 2005-5, Class 1A1		708,995
	169,660	8.000%, due 7/25/34, Series 2005-5, Class 1A3		168,845
	305,559	6.000%, due 5/25/35, Series 2006-DR1,
		Class 2A2 (d)		303,753

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

13

SEMPER MBS TOTAL RETURN FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		Provident Bank Home Equity Loan Trust
$	408,000	1.520%, due 1/25/30, Series 1998-4, Class A9 (a)	$	320,331
		RAAC
	300,000	0.700%, due 1/25/46, Series 2006-RP4,
		Class M1 (a)		222,961
		RBSGC Mortgage Pass-Through Certificates
	492,296	6.000%, due 6/25/37, Series 2008-B,
		Class A1 (d)		458,210
		RBSSP Resecuritization Trust
	2,804,030	1.500%, due 7/27/37, Series 2010-4,
		Class 7A1X (d)		42,947
		Residential Asset Mortgage Products, Inc.
	226,064	5.910%, due 1/25/32, Series 2002-RS1,
		Class AI5 (a)		223,115
	282,206	0.770%, due 6/25/33, Series 2003-RS5,
		Class AIIB (a)		252,725
	533,925	5.683%, due 9/25/33, Series 2003-RS8, Class MI1		454,003
		Residential Asset Securities Corp.
	1,550,080	7.487%, due 3/25/32, Series 2001-KS1,
		Class AI5 (a)		1,488,200
		Residential Asset Securitization Trust
	542,009	5.000%, due 8/25/19, Series 2004-A6, Class A1		538,409
		Residential Funding Mortgage Securities I, Inc.
	111,369	5.500%, due 9/25/33, Series 2003-S17, Class A3		112,983
	403,298	5.500%, due 9/25/33, Series A-2003-S17, Class A5		419,272
	436,150	2.841%, due 8/25/35, Series 2005-SA3,
		Class 1A (a)		349,054
	242,077	3.544%, due 11/25/36, Series 2006-SA4,
		Class 2A1 (a)		213,635
		Saxon Asset Securities Trust
	906,583	0.691%, due 3/25/35, Series 2004-1, Class A (a)		767,428
		Securitized Asset Backed Receivables LLC Trust
	1,020,000	1.200%, due 3/25/35, Series 2005-FR2, Class M3 (a)		712,148
		Security National Mortgage Loan Trust
	480,999	0.430%, due 1/25/37, Series 2006-3A,
		Class A1 (a)(d)		448,484
		Structured Adjustable Rate Mortgage Loan Trust
	162,352	2.538%, due 3/25/35, Series 2005-4, Class 1A1 (a)		149,035
	681,161	2.858%, due 6/25/37, Series 2007-5, Class 2A1 (a)		598,336

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

14

SEMPER MBS TOTAL RETURN FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		Structured Asset Securities Corp.
$	167,342	8.360%, due 12/25/29, Series 2004-SC1,
		Class A (a)(d)	$	164,361
	614,966	2.536%, due 7/25/32, Series 2002-14A,
		Class 1A1 (a)		592,280
	305,081	2.378%, due 7/25/33, Series 2003-24A, Class 5A (a)		300,992
	360,268	5.500%, due 2/25/35, Series 2005-1, Class 7A6		339,396
		Terwin Mortgage Trust
	322,497	1.550%, due 7/25/34, Series 2004-7HE,
		Class A3 (a)(d)		297,833
	460,000	1.500%, due 3/25/35, Series 2005-4HE,
		Class M3 (a)(d)		357,792
		Truman Capital Mortgage Loan Trust
	541,000	3.650%, due 3/25/37, Series 2005-1,
		Class M2 (a)(d)		511,879
		Wachovia Mortgage Loan Trust, LLC
	174,186	2.787%, due 8/20/35, Series 2005-A, Class 1A1 (a)		152,558
		WAMU Mortgage Pass-Through Certificates
	364,966	2.406%, due 10/25/36, Series 2006-AR12,
		Class 1A1 (a)		317,538
	218,086	1.959%, due 7/25/42, Series 2002-AR9, Class 2A (a)		203,513
		Washington Mutual MSC Mortgage
		Pass-Through Certificates
	190,032	7.500%, due 7/25/34, Series 2004-RA4, Class 3A		200,207
		Wells Fargo Mortgage Backed Securities Trust
	204,033	5.000%, due 5/25/20, Series 2005-5, Class 1A1		209,184
	161,899	2.615%, due 1/25/35, Series 2004-DD, Class 1A1 (a)		163,138
		WMC Mortgage Loan Pass-Through Certificates
	228,520	5.401%, due 10/15/29, Series 1999-A, Class M3 (a)		225,795
		Total Residential Mortgage-Backed Securities –
		Non-Agency (cost $42,342,503)		43,039,504

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

15

SEMPER MBS TOTAL RETURN FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		U.S. GOVERNMENT AGENCIES – 5.3%
		FHLMC TBA
$	1,500,000	3.000%, due 6/15/43 (b)	$	1,484,532
		FNMA TBA
	2,000,000	4.000%, due 6/15/40 (b)		2,120,313
		Total U.S. Government Agencies
		(cost $3,585,898)		3,604,845
		SHORT-TERM INVESTMENTS – 21.0%
	14,292,353	First American Government Obligations Fund –
		Class Z, 0.01% (c)		14,292,353
		Total Short-Term Investments (cost $14,292,353)		14,292,353
		Total Investments (cost $72,986,401) – 108.4%		73,933,216
		Liabilities less Other Assets – (8.4)%		(5,722,347	)
		TOTAL NET ASSETS – 100.0%	$	68,210,869

(a)	Variable rate security.  Rate shown reflects the rate in effect at May 31, 2014.
(b)	Security purchased on a when-issued basis.  As of May 31, 2014, the total cost of investments purchased on a when-issued basis was $3,585,898 or 5.3% of total net assets.
(c)	Rate shown is the 7-day annualized yield as of May 31, 2014.
(d)	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 a security is liquid in accordance with the liquidity guidelines approved by the Board of Trustees of Advisors Series Trust.  As of May 31, 2014, the value of these investments was $17,254,040 or 25.3% of total net assets.

FHLMC – Federal Home Loan Mortgage Corporation

FNMA – Federal National Mortgage Association

GNMA – Government National Mortgage Association

IO – Inverse Interest Only

REMIC – Real Estate Mortgage Investment Conduit

TBA – To Be Announced

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

16

SEMPER SHORT DURATION FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited)

Principal
Amount/Shares			Value
		ASSET-BACKED SECURITIES – 6.2%
		Access Group, Inc.
$	24,155	0.269%, due 4/25/17, Series 2007-1, Class A2 (a)	$	24,073
		Bush Truck Leasing, LLC
	54,018	5.000%, due 9/25/18, Series 2011-AA,
		Class C (c)		49,220
		CCG Receivables Trust
	1,000,000	2.150%, due 11/15/21, Series 2014-1, Class B (c)		1,007,611
		CPS Auto Receivables Trust
	219,459	2.820%, due 4/16/18, Series 2011-1A, Class A (c)		221,912
		Educational Services of America, Inc.
	460,343	0.724%, due 2/26/29, Series 2013-1, Class A (a)(c)		460,504
		GE Business Loan Trust
	116,682	0.441%, due 5/15/32, Series 2004-1, Class A (a)(c)		112,698
	555,555	0.631%, due 12/15/32, Series 2004-2A,
		Class B (a)(c)		530,367
		Nelnet Student Loan Trust
	168,305	0.326%, due 12/23/19, Series 2005-2, Class A4 (a)		167,945
	145,000	1.946%, due 6/26/34, Series 2008-2, Class A4 (a)		151,904
		SLM Student Loan Trust
	45,000	1.229%, due 10/25/21, Series 2008-3, Class A3 (a)		46,079
	63,844	1.251%, due 8/15/23, Series 2012-C,
		Class A1 (a)(c)		64,358
	100,000	0.000%, due 9/15/32, Series 2003-C, Class A4 (a)		99,000
	600,000	0.532%, due 9/15/32, Series 2003-C, Class A3 (a)		594,000
		Small Business Administration
		Participation Certificates
	151,967	4.727%, due 2/10/19, Series 2009-P10A, Class 1		162,130
	208,804	3.080%, due 9/1/19, Series 2009-10E, Class 1		216,843
	400	0.980%, due 9/1/22, Series 2012-10E, Class 1		392
		U.S. Education Loan Trust IV, LLC
	41,145	0.636%, due 9/1/22, Series 2007-1A,
		Class 1A3 (a)(c)		41,148
		Total Asset-Backed Securities (cost $3,930,086)		3,950,184

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

17

SEMPER SHORT DURATION FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		COMMERCIAL MORTGAGE-BACKED
		SECURITIES – AGENCY – 17.2%
$		FREMF Mortgage Trust
	36,000	4.023%, due 11/25/44, Series 2012-K706,
		Class C (a)(c)	$	37,095
		GNMA REMIC TRUST
	223,165	2.237%, due 3/16/33, Series 2011-110, Class A		225,170
	685,749	1.350%, due 6/16/37, Series 2013-57, Class A		679,385
	28,333	6.000%, due 12/20/39, Series 2010-14, Class QP		30,533
	688,455	2.500%, due 8/16/41, Series 2014-52, Class CA		688,455
	698,939	2.400%, due 11/16/41, Series 2014-40, Class AC (a)		727,314
	505,849	1.723%, due 8/16/42, Series 2013-46, Class AB		496,404
	1,150,399	1.750%, due 7/16/45, Series 2013-59, Class A		1,124,646
	791,009	1.300%, due 2/16/46, Series 2013-68, Class AC		768,543
	507,859	1.880%, due 3/16/46, Series 2013-46, Class AC (a)		483,192
	1,151,536	1.884%, due 5/16/46, Series 2013-72, Class AC		1,114,799
	1,238,387	1.042%, due 7/16/46, Series 2012-123, Class A		1,155,479
	509,740	2.426%, due 3/16/48, Series 2013-78, Class AF		500,481
	1,267,763	1.838%, due 8/16/51, Series 2013-15, Class AC		1,213,904
	1,782,331	1.826%, due 11/16/52, Series 2013-12, Class AB		1,718,978
		Total Commercial Mortgage-Backed Securities –
		Agency (cost $11,182,186)		10,964,378
		COMMERCIAL MORTGAGE-BACKED
		SECURITIES – NON-AGENCY – 22.5%
		American Homes 4 Rent
	400,000	1.600%, due 6/17/31, Series 2014-SFR1,
		Class B (a)(c)		399,539
		Banc of America Commercial Mortgage Trust
	190,108	5.591%, due 6/10/49, Series 2007-3,
		Class A3 (a)		189,977
	840,000	5.591%, due 6/10/49, Series 2007-3, Class AJ (a)		874,834
		Banc of America Commercial Mortgage, Inc.
	45,145	5.171%, due 11/10/42, Series 2005-1, Class A4 (a)		45,498
		Bear Stearns Commercial Mortgage Securities
	410,000	5.707%, due 6/11/40, Series 2007-PW16,
		Class AJ (a)		426,358

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

18

SEMPER SHORT DURATION FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
$	500,000	5.888%, due 6/11/50, Series 2007-PW17,
		Class AJ (a)	$	511,939
		Citigroup Commercial Mortgage Trust
	140,000	5.701%, due 10/15/41, Series 2004-C2,
		Class H (a)(c)		127,716
		Colony American Homes
	998,400	1.301%, due 5/17/31, Series 2014-1A,
		Class A (a)(c)		1,008,296
		Commercial Mortgage Trust
	204,443	6.850%, due 8/15/33, Series 2000-C1,
		Class G (a)(c)		219,632
		Credit Suisse Commercial Mortgage Trust
	40,734	5.669%, due 3/15/39, Series 2006-C2, Class A2 (a)		40,808
		Credit Suisse First Boston Mortgage Securities
	424,000	4.891%, due 3/15/35, Series 2003-CPN1, Class E		424,460
	430,000	5.600%, due 11/15/37, Series 2004-C5,
		Class H (a)(c)		344,215
		FFCA Secured Lending Corp.
	873,015	7.850%, due 5/18/26, Series 1999-2, Class WA1C (c)		925,395
	10,130	7.770%, due 9/18/27, Series 2000-1, Class A2 (c)		10,333
		GCCFC Commercial Mortgage Trust
	810,000	4.799%, due 8/10/42, Series 2005-GG3, Class A4		819,649
		GE Business Loan Trust
		GE Commercial Mortgage Corporation Trust
	465,000	5.606%, due 12/10/49, Series 2007-C1,
		Class AM		492,850
		Invitation Homes Trust
	297,851	1.400%, due 12/17/30, Series 2013-SFR1,
		Class A (a)(c)		299,549
	1,090,000	1.651%, due 6/17/31, Series 2014-SFR1,
		Class B (a)(c)		1,094,687
		JP Morgan Chase Commercial
		Mortgage Securities Trust
	31,741	5.134%, due 5/15/47, Series 2006-LDP9, Class A2		32,015
	820,000	5.337%, due 5/15/47, Series 2006-LDP9,
		Class AMS		827,523
	164,319	5.447%, due 6/12/47, Series 2007-CB18,
		Class A3		167,182

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

19

SEMPER SHORT DURATION FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		LB-UBS Commercial Mortgage Securities Trust
$	85,882	5.455%, due 11/15/30, Series 2005-C7, Class A3 (a)	$	85,913
	267,000	4.856%, due 2/15/40, Series 2005-C1, Class D		271,897
		Lehman Brothers Small Balance Commercial
	276,961	1.100%, due 2/25/30, Series 2005-1A,
		Class B (a)(c)		228,493
		ML-CFC Commercial Mortgage Trust
	500,000	5.879%, due 6/12/46, Series 2006-2, Class B (a)(c)		471,865
	150,000	0.385%, due 6/12/50, Series 2007-7,
		Class AMFL (a)(c)		115,904
		Morgan Stanley Capital I Trust
	16,399	4.970%, due 4/14/40, Series 2004-HQ4, Class A7		16,406
	1,050,000	5.070%, due 12/13/41, Series 2005-T17,
		Class E (a)(c)		646,947
	60,415	0.401%, due 4/12/49, Series 2007-HQ12,
		Class A2FL (a)		59,622
	200,000	4.770%, due 7/15/56, Series 2005-IQ9, Class AJ		204,703
		Morgan Stanley Dean Witter Capital I Trust
	536,892	6.000%, due 1/15/39, Series 2002-TOP7,
		Class H (c)		541,677
		Morgan Stanley Re-REMIC Trust
	363,922	4.250%, due 12/19/40, Series 2011-KEYA,
		Class A1 (a)(c)		365,311
		Wachovia Bank Commercial Mortgage Trust
	44,537	0.231%, due 6/15/20, Series 2007-WH8,
		Class A1 (a)(c)		44,261
	1,500,000	5.306%, due 1/15/41, Series 2004-C11, Class B (a)		1,590,326
	739	5.414%, due 7/15/41, Series 2004-C12, Class A4 (a)		739
	8,387	5.239%, due 10/15/44, Series 2005-C21,
		Class A4 (a)		8,768
	410,000	5.368%, due 11/15/48, Series 2006-C29,
		Class AJ (a)		397,615
		Total Commercial Mortgage-Backed Securities –
		Non-Agency (cost $14,102,434)		14,332,902

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

20

SEMPER SHORT DURATION FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		CORPORATE NON-CONVERTIBLE BOND – 0.0%
		Norfolk Southern Corp.
$	4,000	5.257%, due 9/17/14	$	4,057
		Total Corporate Non-Convertible Bond
		(cost $4,032)		4,057
		MUNICIPAL BONDS – 11.7%
		Alaska – 0.2%
		Alaska Housing Finance Corp.
	160,000	5.200%, due 6/1/33		160,858
		California – 0.3%
		California Housing Finance Agency
	175,000	4.700%, due 8/1/24		176,687
		Florida – 0.7%
		Capital Trust Agency, Inc.
	525,000	3.750%, due 12/1/26		470,426
		Georgia – 0.4%
		Georgia Housing & Finance Authority
	225,000	4.250%, due 12/1/24		238,055
		Indiana – 0.2%
		Indiana Housing & Community Development Authority
	125,000	4.550%, due 7/1/27		127,956
		Kentucky – 0.0%
		Kentucky Housing Corp.
	10,000	3.000%, due 11/1/41		9,936
		Maryland – 0.2%
		Maryland Community Development Administration
	120,000	4.000%, due 9/1/25		122,358
		Massachusetts – 1.8%
		Massachusetts Housing Finance Agency
	425,000	4.782%, due 12/1/20		462,349
	620,000	4.750%, due 12/1/23		656,537
				1,118,886

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

21

SEMPER SHORT DURATION FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		Minnesota – 0.7%
		Minnesota Housing Finance Agency
$	472,256	2.350%, due 3/1/43	$	449,196
		New Hampshire – 0.8%
		New Hampshire Housing Finance Authority
	465,000	3.750%, due 7/1/34		484,451
		New Jersey – 1.6%
		New Jersey Higher Education Assistance Authority
	300,000	4.000%, due 12/1/23		313,629
		New Jersey Housing & Mortgage Finance Agency
	350,000	1.960%, due 11/1/18		349,226
	350,000	2.164%, due 11/1/19		346,175
				1,009,030
		North Carolina – 1.7%
		City of Charlotte NC Airport
	775,000	4.557%, due 7/1/21		819,299
		North Caroling Housing Finance Agency
	238,000	5.250%, due 7/1/38		251,316
				1,070,615
		Ohio – 0.0%
		Columbus Regional Airport Authority
	25,000	4.000%, due 10/20/14		25,088
		Oregon – 0.8%
		State of Oregon Housing & Community
		Services Department
	310,000	4.550%, due 1/1/24		327,958
	185,000	5.000%, due 1/1/42		197,390
				525,348
		South Carolina – 0.5%
		South Carolina State Housing Finance
		& Development Authority
	300,000	5.150%, due 7/1/37		312,549

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

22

SEMPER SHORT DURATION FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		Tennessee – 1.1%
		Memphis Center City Revenue Finance Corp.
$	220,000	2.950%, due 1/1/17	$	227,405
	445,000	4.180%, due 11/1/21		481,423
				708,828
		Texas – 0.5%
		Bexar County Housing Finance Corp.
	327,107	5.375%, due 10/1/39		343,685
		Wisconsin – 0.2%
		Wisconsin Housing & Economic
		Development Authority
	100,000	3.450%, due 4/1/20		105,062
		Total Municipal Bonds (cost $7,528,106)		7,459,014
		PRINCIPAL ONLY BOND – 0.4%
		South Carolina Student Loan Corp.
	230,434	0.652%, due 1/25/41 (a)		230,434
		Total Principal Only Bond (cost $230,434)		230,434
		RESIDENTIAL MORTGAGE-BACKED
		SECURITIES – AGENCY – 7.8%
		FHLMC
	29,739	8.850%, due 3/15/21, Series 129, Class H		33,638
	145,428	3.250%, due 4/15/25, Series 3845, Class NA		149,832
	31,591	3.500%, due 1/15/26, Series 3823, Class GA		33,177
	47,979	3.500%, due 3/15/26, Series 3834, Class GA		50,409
	502,758	2.000%, due 3/15/42, Series 4024, Class KP		513,238
	323,124	2.000%, due 11/15/42, Series 4135, Class BQ		304,471
	419,507	1.326%, due 10/25/44, Series T-62, Class 1A1 (a)		429,260
		FNMA
	78,963	2.500%, due 8/25/21, Series 2012-8, Class LP		79,716
	20,235	3.000%, due 9/25/37, Series 2010-34, Class JD		20,433
	166,475	3.000%, due 10/25/38, Series 2010-137, Class MC		170,205
	105,125	2.500%, due 10/25/39, Series 2010-118, Class DJ		107,102
	33,667	2.000%, due 10/25/40, Series 2012-113, Class PB		32,711
	397,514	3.000%, due 1/25/42, Series 2012-80, Class HD		403,338
	548,122	1.000%, due 3/25/43, Series 2013-14, Class PB		538,982

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

23

SEMPER SHORT DURATION FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		GNMA
$	706,070	1.250%, due 12/16/27, Series 2012-143, Class XC	$	687,908
	46,188	5.522%, due 6/20/37, Series 2008-55, Class WT (a)		49,761
	47,235	4.000%, due 10/20/38, Series 2009-75, Class LC		49,527
	332,556	3.500%, due 9/16/39, Series 2010-144, Class DK		345,041
	144,939	2.500%, due 9/20/39, Series 2010-150, Class GD		146,284
		GNMA II
	410,276	3.500%, due 10/20/42, #MA0456		425,111
	390,560	3.500%, due 11/20/42, #MA0528		404,682
		Total Residential Mortgage-Backed Securities –
		Agency (cost $4,996,277)		4,974,826
		RESIDENTIAL MORTGAGE-BACKED
		SECURITIES – NON-AGENCY – 17.3%
		Aames Mortgage Trust
	15,960	4.500%, due 3/25/33, Series 2002-2, Class A2		15,809
		Accredited Mortgage Loan Trust
	122,891	0.890%, due 10/25/33, Series 2003-2, Class A3 (a)		109,411
		American Home Mortgage Investment Trust
	68,725	0.890%, due 10/25/34, Series 2004-3, Class 1A (a)		68,691
		Ameriquest Mortgage Securities, Inc.
	4,967	0.890%, due 11/25/34, Series 2004-R11, Class A2 (a)		4,945
		Amortizing Residential Collateral Trust
	12,688	0.730%, due 7/25/32, Series 02-BC4, Class A (a)		11,729
	31,081	0.790%, due 8/25/32, Series 02-BC6, Class A1 (a)		30,019
		AMRECSO Residential Securities
		Mortgage Loan Trust
	447,136	7.300%, due 2/25/28, Series 1998-2, Class A5 (a)		447,042
	150,057	0.630%, due 7/25/28, Series 1998-3, Class A7 (a)		140,654
		Argent Securities, Inc.
	55,274	2.775%, due 3/25/34, Series 2003-W7, Class M2 (a)		50,307
	236,090	0.790%, due 6/26/34, Series 2004-W9, Class A2 (a)		219,359
		Asset Backed Funding Certificates
	24,731	0.500%, due 7/25/35, Series 2005-OPT1,
		Class A1MZ (a)		24,342
		Banc of America Funding Corp.
	46,376	2.089%, due 1/26/37, Series 2009-R6,
		Class 3A1 (a)(c)		46,602

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

24

SEMPER SHORT DURATION FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		Banc of America Large Loan
$	300,000	4.959%, due 12/20/41, Series 2010-UB4,
		Class A4B (a)(c)	$	301,500
		Banc of America Mortgage Securities, Inc.
	58,209	5.141%, due 12/25/34, Series 2004-K,
		Class 4A1 (a)		58,043
		BCAP LLC Trust
	89,587	2.725%, due 11/26/36, Series 2011-RR2,
		Class 2A3 (a)(c)		89,752
		Bear Stearns Asset Backed Securities Trust
	7,994	0.810%, due 10/25/32, Series 2002-2, Class A-1 (a)		7,636
	11,332	5.500%, due 10/25/33, Series 2003-AC5,
		Class A2 (a)		11,762
	430,138	0.890%, due 1/25/34, Series 2003-ABF1,
		Class A (a)		415,350
		Bear Stearns Mortgage Securities, Inc.
	143,598	6.369%, due 3/25/31, Series 1997-6, Class 1A (a)		151,639
		Carrington Mortgage Loan Trust
	498,494	0.250%, due 6/25/37, Series 07-HE1, Class A1 (a)		493,759
		Centex Home Equity Loan Trust
	45,048	4.250%, due 12/25/31, Series 2003-A,
		Class AF4 (a)		45,240
	9,175	4.660%, due 12/25/32, Series 2002-D,
		Class AF6 (a)		9,321
		Chase Mortgage Finance Corp.
	719,409	5.500%, due 10/25/33, Series 2003-S11, Class 3A1		735,349
		Citigroup Mortgage Loan Trust, Inc.
	13,525	0.560%, due 12/25/33, Series 2003-HE4,
		Class A (a)(c)		13,512
		Cityscape Home Equity Loan Trust
	222,876	7.910%, due 5/25/28, Series 1997-B,
		Class A6		158,242
		ContiMortgage Home Equity Loan Trust
	279,267	7.420%, due 3/15/28, Series 1997-1, Class M1		283,662
		Countrywide Alternative Loan Trust
	21,441	5.500%, due 11/25/35, Series 2005-54CB,
		Class 1A7		22,459
	68,178	5.500%, due 12/25/35, Series 2005-64CB,
		Class 1A7		70,490

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

25

SEMPER SHORT DURATION FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		Countrywide Home Loans
$	34,038	4.500%, due 1/25/19, Series 2004-J1, Class 1A1	$	34,785
	7,436	5.500%, due 11/25/35, Series 2005-J4, Class A3		7,449
		Credit-Based Asset Servicing and Securitization
	27,195	3.950%, due 2/25/33, Series 2003-CB1,
		Class AF (a)		27,034
		Delta Funding Home Equity Loan Trust
	41,544	0.570%, due 6/25/27, Series 1997-2, Class A7 (a)		39,142
		Encore Credit Receivables Trust
	630,000	0.640%, due 10/25/35, Series 2005-3, Class M2 (a)		604,047
		Equity One Mortgage Pass-Through Trust
	358,984	0.400%, due 7/25/34, Series 2004-2, Class AV2 (a)		302,505
		GMAC Mortgage Corp. Loan Trust
	353,754	0.590%, due 12/25/26, Series 2001-HE2,
		Class 1A1 (a)		306,298
		GSMPS Mortgage Loan Trust
	68,816	7.500%, due 1/25/35, Series 2005-RP1,
		Class 1A2 (c)		71,780
		HSI Asset Securitization Corp. Trust
	25,000	0.440%, due 1/25/36, Series 2006-OPT2,
		Class 2A4 (a)		23,795
		Impac CMB Trust
	484,725	5.216%, due 12/25/32, Series 2002-9F, Class A1 (a)		492,034
		Impac Secured Assets Corp.
	4,600	7.680%, due 8/25/32, Series 2002-3, Class M2 (a)		4,608
		Irwin Home Equity Loan Trust
	419,876	5.420%, due 6/25/35, Series 2005-1, Class M1		422,975
		Mastr Specialized Loan Trust
	94,133	5.150%, due 7/25/35, Series 2005-02,
		Class A2 (a)(c)		94,480
		Mellon Residential Funding Corp.
	138,880	2.609%, due 10/20/29, Series 1999-TBC3,
		Class A2 (a)		141,164
		Merrill Lynch Mortgage Synthetic
	650,000	0.916%, due 6/28/35, Series 2005-ACR1,
		Class M2 (a)(c)		602,827
		PPT Asset-Backed Certificates
	496,601	5.690%, due 8/25/35, Series 2004-1, Class A		509,990

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

26

SEMPER SHORT DURATION FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		Residential Asset Securities Corp. Trust
$	513,467	0.270%, due 2/25/37, Series 2007-KS2,
		Class AI2 (a)	$	501,437
		Residential Asset Mortgage Products, Inc.
	402,626	5.800%, due 10/25/33, Series 2003-RS9, Class MI1		384,031
	124,458	1.050%, due 8/25/34, Series 2004-RS8,
		Class MII1 (a)		117,164
		Residential Funding Mortgage Securities I
	81,701	3.558%, due 11/25/36, Series 2006-SA4,
		Class 2A1 (a)		72,102
		Saxon Asset Securities Trust
	19,567	1.275%, due 12/25/32, Series 2002-3, Class M1 (a)		18,237
	27,117	0.690%, due 3/25/35, Series 2004-1, Class A (a)		22,955
		Structured Adjustable Rate Mortgage Loan Trust
	143,504	0.795%, due 3/25/35, Series 2005-6XS,
		Class A4 (a)		140,402
		Structured Asset Securities Corp.
	134,443	0.730%, due 1/25/33, Series 2002-HF1,
		Class A (a)		124,524
	166,235	1.125%, due 12/25/33, Series 2003-S2,
		Class M1A (a)		157,635
	498,704	5.370%, due 12/25/33, Series 2003-S2,
		Class M1F (a)		500,541
	663,508	5.000%, due 3/25/35, Series 2005-4XS, Class 1A3		684,414
		UCFC Home Equity Loan
	17,442	6.905%, due 4/15/30, Series 1998-D, Class MF1		18,042
		Washington Mutual Mortgage Securities Corp.
	90,136	1.951%, due 2/27/34, Series 2002-AR2,
		Class A (a)		89,563
		Wells Fargo Mortgage Backed Securities Trust
	462,567	2.615%, due 1/25/35, Series 04-DD, Class 1A1 (a)		466,110
		Total Residential Mortgage-Backed Securities –
		Non-Agency (cost $10,637,202)		11,018,696
		U.S. GOVERNMENT AGENCIES – 0.8%
		Aurora Military Housing LLC
	500,000	5.350%, due 12/15/25		543,095
		Total U.S. Government Agencies
		(cost $553,244)		543,095

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

27

SEMPER SHORT DURATION FUND

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		U.S. TREASURY SECURITIES – 9.3%
		United States Treasury Note
$	500,000	2.625%, due 7/31/14	$	502,119
	5,400,000	2.125%, due 11/30/14		5,455,053
		Total U.S. Treasury Securities
		(cost $5,957,421)		5,957,172
		SHORT-TERM INVESTMENTS – 19.7%
		Private Placement Participation Agreements – 5.4%
	1,074,323	Abington Emerson Reo III, 9.000%, 12/31/16 (d)(e)		1,074,323
		Basepoint Merchant Lending Trust
	1,640,671	9.500%, due 5/31/15, Series SPL-II (d)(f)		1,640,671
	740,359	BasePoint–BP GFM Trust
		10.000%, 5/5/17 (d)(g)		740,359
		Total Private Placement
		Participation Agreements (cost $3,455,353)		3,455,353
		Repurchase Agreements – 12.7%
	3,067,500	RBC Capital Markets Corp.
		0.000%, dated 5/27/14, matures 6/3/14,
		repurchase price $3,067,500,
		collateralized by U.S. Treasury securities (h)		3,067,500
	5,062,500	RBC Capital Markets Corp.
		0.000%, dated 5/27/14, matures 6/3/14,
		repurchase price $5,062,500,
		collateralized by U.S. Treasury securities (h)		5,062,500
		Total Repurchase Agreements (cost $8,130,000)		8,130,000

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

28

SEMPER FUNDS

SCHEDULE OF INVESTMENTS at May 31, 2014 (Unaudited), Continued

Principal
Amount/Shares			Value
		Money Market Fund – 1.6%
$	1,036,995	First American Government Obligations Fund –
		Class Z, 0.01% (b)	$	1,036,995
		Total Money Market Fund (cost $1,036,995)		1,036,995
		Total Short-Term Investments (cost $12,622,348)		12,622,348
		Total Investments (cost $71,743,770) – 112.9%		72,057,106
		Liabilities less Other Assets – (12.9)%		(8,238,466	)
		TOTAL NET ASSETS – 100.0%	$	63,818,640

(a)	Variable rate security.  Rate shown reflects the rate in effect at May 31, 2014.
(b)	Rate shown is the 7-day annualized yield as of May 31, 2014.
(c)	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 a security is liquid in accordance with the liquidity guidelines approved by the Board of Trustees of Advisors Series Trust.  As of May 31, 2014, the value of these investments was $10,244,971 or 16.1% of total net assets.
(d)	Security valued at fair value using methods determined in good faith by or at the direction of the Board of Trustees of Advisors Series Trust.
(e)	Agreement is illiquid as of May 31, 2014.  The Fund cannot sell or otherwise transfer this agreement without prior written approval of Abington Emerson Reo III.
(f)	Agreement is illiquid as of May 31, 2014.  The Fund cannot sell or otherwise transfer this agreement without prior written approval of Basepoint Merchant Lending Trust, Series SPL-II.
(g)	Agreement is illiquid as of May 31, 2014.  The Fund cannot sell or otherwise transfer this agreement without prior written approval of Basepoint – BP GFM Trust.
(h)	The Fund has sold the collateral related to the repurchase agreements held, and with the proceeds, purchased a portion of the U.S. Treasury securities included in the schedule of investments.

FHLMC – Federal Home Loan Mortgage Corporation

FNMA – Federal National Mortgage Association

FREMF – Freddie Mac Mortgage Trust

GNMA – Government National Mortgage Association

REMIC – Real Estate Mortgage Investment Conduit

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

29

SEMPER SHORT DURATION FUND

SCHEDULE OF SECURITIES SOLD SHORT at May 31, 2014 (Unaudited)

Principal
Amount/Shares			Value
		U.S. TREASURY SECURITIES – 12.8%
		United States Treasury Note
$	5,000,000	2.000%, due 7/31/20	$	5,047,655
	3,000,000	2.750%, due 11/15/23		3,089,532
		Total U.S. Treasury Securities
		(proceeds $7,972,063)		8,137,187
		Total Securities Sold Short
		(proceeds $7,972,063)	$	8,137,187

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

30

SEMPER FUNDS

STATEMENTS OF ASSETS AND LIABILITIES at May 31, 2014 (Unaudited)

	Semper MBS Total		Semper Short
	Return Fund		Duration Fund
ASSETS
Investments in securities, at value
(identified cost $72,986,401 and
$71,743,770, respectively)	$	73,933,216	$	72,057,106
Cash		2,672		—
Receivables
Fund shares issued		3,103,666		—
Securities sold		811,833		419,132
Interest		190,717		298,674
Prepaid and other expenses		43,035		9,380
Total assets		78,085,139		72,784,292
LIABILITIES
Securities sold short (proceeds $7,972,063)		—		8,137,187
Payables
Distributions		55,278		—
Investments purchased		9,694,448		—
Fund shares redeemed		18,143		106
Due to Custodian		—		716,247
Interest on securities sold short		—		37,237
Due to Adviser		10,946		11,675
12b-1 fees		1,909		1,852
Custody fees		748		4,165
Administration and fund accounting fees		35,570		14,737
Transfer agent fees and expenses		16,175		10,135
Audit fees		25,868		8,912
Shareholder reporting		3,863		6,170
Pricing fees		4,269		12,285
Chief Compliance Officer fee		4,972		1,525
Legal fees		2,081		2,812
Accrued expenses		—		607
Total liabilities		9,874,270		8,965,652
NET ASSETS	$	68,210,869	$	63,818,640

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

31

SEMPER FUNDS

STATEMENTS OF ASSETS AND LIABILITIES at May 31, 2014 (Unaudited), Continued

	Semper MBS Total			Semper Short
	Return Fund			Duration Fund
CALCULATION OF NET ASSET
VALUE PER SHARE
Investor Class
Net assets applicable to shares outstanding	$	2,918,432		$	929,699
Shares issued and outstanding [unlimited
number of shares (par value $0.01) authorized]		265,696			90,614
Net asset value, offering and
redemption price per share	$	10.98		$	10.26
Institutional Class
Net assets applicable to shares outstanding	$	65,292,437		$	62,888,941
Shares issued and outstanding [unlimited
number of shares (par value $0.01) authorized]		5,942,146			6,122,738
Net asset value, offering and
redemption price per share	$	10.99		$	10.27
COMPONENTS OF NET ASSETS
Paid-in capital	$	66,772,905		$	63,550,973
Accumulated net investment income/(loss)		(78,946	)		26,568
Accumulated net realized gain from investments		570,095			92,887
Net unrealized appreciation on:
Investments		946,815			313,336
Securities sold short		—			(165,124	)
Net assets	$	68,210,869		$	63,818,640

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

32

SEMPER FUNDS

STATEMENTS OF OPERATIONS For the Six Months Ended May 31, 2014 (Unaudited)

	Semper MBS Total			Semper Short
	Return Fund			Duration Fund
INVESTMENT INCOME
Income
Interest	$	1,281,039		$	877,680
Total income		1,281,039			877,680
Expenses
Advisory fees (Note 4)		90,497			110,414
Administration and fund
accounting fees (Note 4)		43,157			44,495
Transfer agent fees and expenses (Note 4)		25,968			13,338
Registration fees		21,742			4,928
Audit fees		10,468			8,912
Pricing fees		6,761			30,075
Chief Compliance Officer fee (Note 4)		5,987			9,791
Custody fees (Note 4)		4,243			5,975
Legal fees		3,046			8,155
12b-1 fees – Investor Class (Note 5)		3,020			1,180
Trustees fees		2,375			3,538
Printing and mailing expense		2,312			6,764
Miscellaneous		1,802			6,930
Insurance expense		438			458
Total expenses before interest on
short positions		221,816			254,953
Interest expense on
securities sold short		—			83,462
Less: Advisory fees waived
by Adviser (Note 4)		(67,967	)		(64,481	)
Net expenses		153,849			273,934
Net investment income		1,127,190			603,746
REALIZED AND UNREALIZED GAIN ON
INVESTMENTS AND SECURITIES SOLD SHORT
Net realized gain/(loss) on:
Investments		570,146			180,052
Securities sold short		—			(1,642	)
Net change in unrealized appreciation on:
Investments		472,220			248,959
Securities sold short		—			(76,999	)
Net realized and unrealized gain on
investments and securities sold short		1,042,366			350,370
Net Increase in Net Assets
Resulting from Operations	$	2,169,556		$	954,116

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

33

SEMPER MBS TOTAL RETURN FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Six Months Ended			July 22, 2013*
	May 31, 2014			through
	(Unaudited)			November 30, 2013
NET INCREASE/(DECREASE)
IN NET ASSETS FROM:
OPERATIONS
Net investment income	$	1,127,190		$	124,910
Net realized gain from investments		570,146			97,890
Net change in unrealized
appreciation on investments		472,220			474,595
Net increase in net assets
resulting from operations		2,169,556			697,395
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income
Investor Class		(67,065	)		(13,397	)
Institutional Class		(1,144,750	)		(121,568	)
From net realized gain on investments
Investor Class		(5,327	)		—
Institutional Class		(76,880	)		—
Total distributions to shareholders		(1,294,022	)		(134,965	)
CAPITAL SHARE TRANSACTIONS
Net increase in net assets derived from net
change in outstanding shares (a)		33,791,028			32,981,877
Total increase in net assets		34,666,562			33,544,307
NET ASSETS
Beginning of Period		33,544,307			—
End of Period	$	68,210,869		$	33,544,307
Accumulated net investment income/(loss)	$	(78,946	)	$	5,679

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

34

SEMPER MBS TOTAL RETURN FUND

STATEMENTS OF CHANGES IN NET ASSETS, Continued

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

Investor Class
	Six Months Ended						July 22, 2013* through
	May 31, 2014 (Unaudited)						November 30, 2013
	Shares			Paid-in Capital			Shares			Paid-in Capital
Shares sold		102,411		$	1,111,846			276,849		$	2,909,851
Shares issued on
reinvestments
of distributions		6,488			70,342			1,256			13,397
Shares redeemed		(119,348	)		(1,284,804	)		(1,960	)		(20,666	)
Net increase/(decrease)		(10,449	)	$	(102,616	)		276,145		$	2,902,582
Institutional Class
	Six Months Ended							July 22, 2013* through
	May 31, 2014 (Unaudited)							November 30, 2013
	Shares			Paid-in Capital			Shares			Paid-in Capital
Shares sold		3,713,959		$	40,567,518			2,929,268		$	30,966,718
Shares issued on
reinvestments
of distributions		103,638			1,124,390			11,377			121,568
Shares redeemed		(719,135	)		(7,798,264	)		(96,961	)		(1,008,991	)
Net increase		3,098,462		$	33,893,644			2,843,684		$	30,079,295

* Commencement of operations.

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

35

SEMPER SHORT DURATION FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Six Months Ended
	May 31, 2014			Year Ended
	(Unaudited)			November 30, 2013
NET INCREASE/(DECREASE)
IN NET ASSETS FROM:
OPERATIONS
Net investment income	$	603,746		$	679,571
Net realized gain from investments
and securities sold short		178,410			94,841
Net change in unrealized
appreciation/(depreciation) from
investments and securities sold short		171,960			(307,292	)
Net increase in net assets
resulting from operations		954,116			467,120
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income
Investor Class		(7,468	)		(15,213	)
Institutional Class		(569,926	)		(732,945	)
From net realized gain on investments
Investor Class		(2,429	)		(2,616	)
Institutional Class		(102,393	)		(66,022	)
Total distributions to shareholders		(682,216	)		(816,796	)
CAPITAL SHARE TRANSACTIONS
Net increase in net assets derived from net
change in outstanding shares (a)		10,992,058			28,998,243
Total increase in net assets		11,263,958			28,648,567
NET ASSETS
Beginning of Period		52,554,682			23,906,115
End of Period	$	63,818,640		$	52,554,682
Accumulated net investment income	$	26,568		$	216

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

36

SEMPER SHORT DURATION FUND

STATEMENTS OF CHANGES IN NET ASSETS, Continued

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

Investor Class
	Six Months Ended						Year Ended
	May 31, 2014 (Unaudited)						November 30, 2013
	Shares			Paid-in Capital			Shares			Paid-in Capital
Shares sold		15,008		$	153,537			146,301		$	1,507,378
Shares issued on
reinvestments
of distributions		869			8,876			1,730			17,772
Shares redeemed		(39,959	)		(407,647	)		(115,682	)		(1,191,817	)
Net increase/(decrease)		(24,082	)	$	(245,234	)		32,349		$	333,333
Institutional Class
	Six Months Ended							Year Ended
	May 31, 2014 (Unaudited)							November 30, 2013
	Shares			Paid-in Capital			Shares			Paid-in Capital
Shares sold		1,527,903		$	15,569,852			4,566,440		$	46,763,443
Shares issued on
reinvestments
of distributions		57,524			588,692			75,535			776,117
Shares redeemed		(481,788	)		(4,921,252	)		(1,839,065	)		(18,874,650	)
Net increase		1,103,639		$	11,237,292			2,802,910		$	28,664,910

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

37

SEMPER MBS TOTAL RETURN FUND

FINANCIAL HIGHLIGHTS For a share outstanding throughout each period

Investor Class

	Six Months Ended			July 22, 2013*
	May 31, 2014			through
	(Unaudited)			November 30, 2013
Net asset value, beginning of period	$	10.75		$	10.00
Income from investment operations:
Net investment income	0.29		^		0.08
Net realized and unrealized
gain on investments		0.27			0.75
Total from investment operations		0.56			0.83
Less distributions:
From net investment income		(0.30	)		(0.08	)
From net realized gain on investments		(0.03	)		—
Total distributions		(0.33	)		(0.08	)
Net asset value, end of period	$	10.98		$	10.75
Total return		5.23	%+		8.31	%+
Ratios/supplemental data:
Net assets, end of period (thousands)	$	2,918		$	2,969
Ratio of expenses to average net assets:
Before fee waiver and expense reimbursement		1.35	%++		3.80	%++
After fee waiver and expense reimbursement		1.00	%++		1.00	%++
Ratio of net investment income
to average net assets:
Before fee waiver and expense reimbursement		5.01	%++		1.45	%++
After fee waiver and expense reimbursement		5.36	%++		4.25	%++
Portfolio turnover rate		104.49	%+		114.49	%+

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

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

38

SEMPER MBS TOTAL RETURN FUND

FINANCIAL HIGHLIGHTS For a share outstanding throughout each period

Institutional Class

	Six Months Ended			July 22, 2013*
	May 31, 2014			through
	(Unaudited)			November 30, 2013
Net asset value, beginning of period	$	10.75		$	10.00
Income from investment operations:
Net investment income	0.30		^		0.08
Net realized and unrealized
gain on investments		0.28			0.75
Total from investment operations		0.58			0.83
Less distributions:
From net investment income		(0.31	)		(0.08	)
From net realized gain on investments		(0.03	)		—
Total distributions		(0.34	)		(0.08	)
Net asset value, end of period	$	10.99		$	10.75
Total return		5.46	%+		8.35	%+
Ratios/supplemental data:
Net assets, end of period (thousands)	$	65,293		$	30,576
Ratio of expenses to average net assets:
Before fee waiver and expense reimbursement		1.09	%++		3.65	%++
After fee waiver and expense reimbursement		0.75	%++		0.75	%++
Ratio of net investment income
to average net assets:
Before fee waiver and expense reimbursement		5.28	%++		1.54	%++
After fee waiver and expense reimbursement		5.62	%++		4.44	%++
Portfolio turnover rate		104.49	%+		114.49	%+

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

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

39

SEMPER SHORT DURATION FUND

FINANCIAL HIGHLIGHTS For a share outstanding throughout each period

Investor Class

	Six Months									December 23,
	Ended									2010*
	May 31,			Year Ended						through
	2014			November 30,						November 30,
	(Unaudited)			2013			2012			2011
Net asset value, beginning of period	$	10.23		$	10.39		$	10.25		$	10.00
Income from investment operations:
Net investment income		0.08		0.13		^	0.11		^	0.14		^
Net realized and unrealized
gain/(loss) on investments		0.05			(0.11	)		0.27			0.25
Total from investment operations		0.13			0.02			0.38			0.39
Less distributions:
From net investment income		(0.08	)		(0.15	)		(0.13	)		(0.14	)
From net realized gain
on investments		(0.02	)		(0.03	)		(0.11	)		—
Total distributions		(0.10	)		(0.18	)		(0.24	)		(0.14	)
Net asset value, end of period	$	10.26		$	10.23		$	10.39		$	10.25
Total return		1.30	%+		0.18	%		3.84	%		3.89	%+
Ratios/supplemental data:
Net assets, end of period (thousands)	$	930		$	1,173		$	856		$	207
Ratio of expenses to average net assets:
Before fee waiver and
expense reimbursement		2.37	%++		2.91	%		3.40	%		8.07	%++
After fee waiver and
expense reimbursement#		0.85	%++		0.85	%		0.85	%		0.85	%++
Ratio of interest expense on
securities sold short		0.26	%++		0.07	%		0.00	%		0.00	%++
Ratio of net investment income/(loss)
to average net assets:
Before fee waiver and
expense reimbursement		0.38	%++		(0.69	)%		(1.47	)%		(5.70	)%++
After fee waiver and
expense reimbursement		1.64	%++		1.30	%		1.08	%		1.52	%++
Portfolio turnover rate		39	%+		108	%		78	%		87	%+

*	Commencement of operations.
^	Based on average shares outstanding.
+	Not annualized.
++	Annualized.
#	Excludes interest expense on securities sold short.

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

40

SEMPER SHORT DURATION FUND

FINANCIAL HIGHLIGHTS For a share outstanding throughout each period

Institutional Class

	Six Months									December 23,
	Ended									2010*
	May 31,			Year Ended						through
	2014			November 30,						November 30,
	(Unaudited)			2013			2012			2011
Net asset value, beginning of period	$	10.24		$	10.40		$	10.26		$	10.00
Income from investment operations:
Net investment income		0.09		0.16		^	0.14		^	0.16		^
Net realized and unrealized
gain/(loss) on investments		0.05			(0.12	)		0.27			0.26
Total from investment operations		0.14			0.04			0.41			0.42
Less distributions:
From net investment income		(0.09	)		(0.17	)		(0.16	)		(0.16	)
From net realized gain
on investments		(0.02	)		(0.03	)		(0.11	)		—
Total distributions		(0.11	)		(0.20	)		(0.27	)		(0.16	)
Net asset value, end of period	$	10.27		$	10.24		$	10.40		$	10.26
Total return		1.42	%+		0.42	%		4.10	%		4.22	%+
Ratios/supplemental data:
Net assets, end of period (thousands)	$	62,889		$	51,382		$	23,050		$	6,478
Ratio of expenses to average net assets:
Before fee waiver and
expense reimbursement		1.05	%++		1.15	%		2.51	%		4.27	%++
After fee waiver and
expense reimbursement#		0.60	%++		0.60	%		0.60	%		0.60	%++
Ratio of interest expense on
securities sold short		0.26	%++		0.08	%		0.00	%		0.00	%++
Ratio of net investment income/(loss)
to average net assets:
Before fee waiver and
expense reimbursement		1.73	%++		1.09	%		(0.58	)%		(1.97	)%++
After fee waiver and
expense reimbursement		1.92	%++		1.56	%		1.33	%		1.70	%++
Portfolio turnover rate		39	%+		108	%		78	%		87	%+

*	Commencement of operations.
^	Based on average shares outstanding.
+	Not annualized.
++	Annualized.
#	Excludes interest expense on securities sold short.

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

41

SEMPER FUNDS

NOTES TO FINANCIAL STATEMENTS at May 31, 2014 (Unaudited)

NOTE 1 – ORGANIZATION

The Semper MBS Total Return Fund and the Semper Short Duration Fund (each a “Fund” and collectively, the “Funds”) are each a diversified series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”) as an open-end management investment company.  Prior to March 31, 2014, the Semper Short Duration Fund was a series of Forum Funds.

The investment objective of the Semper MBS Total Return Fund (“MBS Total Return Fund”) is to seek a high level of risk-adjusted current income and capital appreciation.  The investment objective of the Semper Short Duration Fund (“Short Duration Fund”) is to seek a high level of current income that is consistent with preservation of capital.  The Funds currently offer Investor Class and Institutional Class.  The MBS Total Return Fund’s Investor Class and Institutional Class commenced operations on July 22, 2013.  The Short Duration Fund’s Investor Class and Institutional Class commenced operations on December 23, 2010.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

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

A.	Security Valuation:  All investments in securities are recorded at their estimated fair value, as described in note 3.
B.	Federal Income Taxes:  It is the Funds’ policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders.  Therefore, no Federal income or excise tax provision is required.
	The Funds recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities.  Management has analyzed the Funds’ tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Funds’ 2014 tax returns.  The Funds identify their major tax jurisdictions as U.S. Federal and the state of Wisconsin; however the Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
C.	Security Transactions, Income and Distributions:  Security transactions are accounted for on the trade date.  Realized gains and losses on securities sold are calculated on the basis of specific cost.  Interest income is recorded on an accrual basis.  Discounts and premiums on securities purchased are

42

SEMPER FUNDS

NOTES TO FINANCIAL STATEMENTS at May 31, 2014 (Unaudited), Continued

	amortized over the life of the respective security.  Distributions to shareholders are recorded on the ex-dividend date.
	Investment income, expenses (other than those specific to the class of shares), and realized and unrealized gains and losses on investments are allocated to the separate classes of each Fund based upon their relative net assets on the date income is earned or expensed and realized and unrealized gains and losses are incurred.
	Each Fund is charged for those expenses that are directly attributable to the Fund, such as investment advisory, custody and transfer agent fees.  Expenses that are not attributable to a Fund are typically allocated among the Funds in proportion to their respective net assets.
	The MBS Total Return Fund distributes substantially all net investment income, if any, monthly and net realized gains, if any, annually.   The Short Duration Fund distributes substantially all net investment income, if any, daily and net realized gains, if any, annually.  The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations which differ from accounting principles generally accepted in the United States of America.  To the extent these book/tax differences are permanent, such amounts are reclassified within the capital accounts based on their Federal tax treatment.
D.	Restricted Securities:  The Funds may invest in securities that are subject to legal or contractual restrictions on resale (“restricted securities”).  Restricted securities may be resold in transactions that are exempt from registration under the Federal securities laws or if the securities are registered to the public.  The sale or other disposition of these securities may involve additional expenses and the prompt sale of these securities at an acceptable price may be difficult.  Restricted securities, such as those issued pursuant to Rule 144a under the Securities Act of 1933, may be deemed to be liquid as determined by Semper Capital Management, L.P. (the “Adviser”).  All of the Rule 144a securities held by the Funds at May 31, 2014 have been deemed liquid by the Adviser.
E.	Repurchase Agreements:  Under a master repurchase agreement with a broker counterparty and custodian, the Short Duration Fund enters into transactions whereby the Fund purchases securities under agreements to resell such securities at an agreed upon price and date (“repurchase agreement”).  The Fund, through the custodian, takes possession of securities collateralizing the repurchase agreement.  The Fund entered into repurchase agreements on May 27, 2014, and received U.S. Treasury Securities as collateral.  As of May 31, 2014, the Fund had sold the

43

SEMPER FUNDS

NOTES TO FINANCIAL STATEMENTS at May 31, 2014 (Unaudited), Continued

collateral relating to the May 27, 2014 repurchase agreements, and with the proceeds, purchased a portion of the U.S. Treasury securities included in the Schedule of Investments.  The value of the Fund’s obligation to return repurchase agreement related collateral is as stated in the statement of assets and liabilities and is reflected as a liability for securities sold short.  Interest payments made by the Fund relating to the May 27, 2014 repurchase agreements are reflected as interest expense in the statement of operations.

The table below shows the offsetting assets and liabilities relating to the repurchase agreements shown on the statements of assets and liabilities:

		Gross	Net
		Amounts	Amounts
		Offset	Presented	Gross Amounts not
		in the	in the	Offset in the Statement
	Gross	Statements	Statement	of Assets and Liabilities
	Amounts of	of	of		Collateral
	Recognized	Assets and	Assets and	Financial	Pledged	Net
	Assets	Liabilities	Liabilities	Instruments	(Received)	Amount
Assets:
Description
Repurchase
Agreements	$8,130,000	$      —	$8,130,000	$      —	$8,130,000	$     —
	$8,130,000	$      —	$8,130,000	$      —	$8,130,000	$      —

F.	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.
G.	Use of Estimates:  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period.  Actual results could differ from those estimates.
H.	Events Subsequent to the Fiscal Period End:  In preparing the financial statements as of May 31, 2014, management considered the impact of subsequent events for potential recognition or disclosure in the financial statements.

NOTE 3 – SECURITIES VALUATION

The Funds have adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair

44

SEMPER FUNDS

NOTES TO FINANCIAL STATEMENTS at May 31, 2014 (Unaudited), Continued

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 each Fund has the ability to access.
Level 2 –	Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 –	Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing each Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

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

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.

Mortgage- and Asset-Backed Securities:  Mortgage- and asset-backed securities are securities issued as separate tranches, or classes, of securities within each deal.  These securities are normally valued by pricing service providers that use broker-dealer quotations or valuation estimates from their internal pricing models.  The pricing models for these securities usually consider tranche-level attributes, estimated cash flows and market-based yield spreads for each tranche, current market data and incorporate deal collateral performance, as available.  Mortgage- and asset-backed securities that use similar valuation techniques and inputs as described above are categorized as level 2 of the fair value hierarchy.

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

45

SEMPER FUNDS

NOTES TO FINANCIAL STATEMENTS at May 31, 2014 (Unaudited), Continued

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.

Short-Term Securities:  Short-term securities having a maturity of 60 days or  less are valued at amortized cost, which approximates market value.  To the extent the inputs are observable and timely, these securities would be classified in level 2 of the fair value hierarchy.

The Board of Trustees (“Board) has delegated day-to-day valuation issues to a Valuation Committee of the Trust which is comprised of 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 or the closing price does not represent fair value by following procedures approved by the Board.  These procedures consider many factors, including the type of security, size of holding, trading volume and news events.  All actions taken by the Valuation Committee are subsequently reviewed and ratified by the Board.

Depending on the relative significance of the valuation inputs, fair valued securities may be classified in either level 2 or level 3 of the fair value hierarchy.

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.  The following is a summary of the inputs used to value the Funds’ securities as of May 31, 2014:

MBS Total Return Fund

	Level 1		Level 2		Level 3		Total
Fixed Income
Asset-Backed Securities	$	—	$	77,661	$	—	$	77,661
Commercial Mortgage-Backed
Securities – Agency		—		92,921		—		92,921
Commercial Mortgage-Backed
Securities – Non-Agency		—		12,324,962		—		12,324,962
Residential Mortgage-Backed
Securities – Agency		—		500,970		—		500,970
Residential Mortgage-Backed
Securities – Non-Agency		—		43,039,504		—		43,039,504
U.S. Government Agencies		—		3,604,845		—		3,604,845
Total Fixed Income		—		59,640,863		—		59,640,863
Short-Term Securities		14,292,353		—		—		14,292,353
Total Investments	$	14,292,353	$	59,640,863	$	—	$	73,933,216

46

SEMPER FUNDS

NOTES TO FINANCIAL STATEMENTS at May 31, 2014 (Unaudited), Continued

Short Duration Fund

	Level 1		Level 2		Level 3		Total
Assets:
Fixed Income
Asset-Backed Securities	$	—	$	3,419,817	$	—	$	3,419,817
Commercial Mortgage-Backed
Securities – Agency		—		10,964,378		—		10,964,378
Commercial Mortgage-Backed
Securities – Non-Agency		—		14,863,269		—		14,863,269
Corporate Non-
Convertible Bond		—		4,057		—		4,057
Municipal Bonds		—		7,459,014		—		7,459,014
Principal Only Bond		—		230,434		—		230,434
Residential Mortgage-Backed
Securities – Agency		—		4,974,826		—		4,974,826
Residential Mortgage-Backed
Securities – Non-Agency		—		11,018,696		—		11,018,696
U.S. Government Agencies		—		543,095		—		543,095
U.S. Treasury Securities		—		5,957,172		—		5,957,172
Total Fixed Income		—		59,434,758		—		59,434,758
Private Placement
Participation Agreements		—		—		3,455,353		3,455,353
Money Market Fund		1,036,995		—		—		1,036,995
Repurchase Agreements		—		8,130,000		—		8,130,000
Total Assets	$	1,036,995	$	67,564,758	$	3,455,353	$	72,057,106
Liabilities:
Securities Sold Short	$	—	$	8,137,187		—	$	8,137,187
Total Liabilities	$	—	$	8,137,187		—	$	8,137,187

Refer to each Fund’s Schedule of Investments for a detailed break-out of securities by industry classification.  Transfers between levels are recognized at May 31, 2014, the end of the reporting period.  The Fund recognized no transfers to/from level 1 or level 2.

The following is a reconciliation of the MBS Total Return Fund’s level 3 investments for which significant unobservable inputs were used in determining value.

47

SEMPER FUNDS

NOTES TO FINANCIAL STATEMENTS at May 31, 2014 (Unaudited), Continued

		Investments in Securities, at Value
	Residential					Residential
	Mortgage-Backed				Mortgage-Backed
	Securities – Agency				Securities – Non-Agency
Balance as of November 30, 2013		$	101,378			$	369,674
Accrued discounts/premiums			(204	)			5,491
Realized gain/(loss)			(215	)			3,342
Change in unrealized
appreciation/(depreciation)			3,254				(1,598	)
Purchases			224				—
Sales			(3,797	)			(16,042	)
Transfers in and/or out of Level 3			(100,640	)			(360,867	)
Balance as of May 31, 2014		$	—			$	—

Transfers from level 3 to level 2 are a result of the availability of current market data provided by the Funds’ primary pricing service which utilizes observable inputs.

The following is a reconciliation of the Short Duration Fund’s level 3 investments for which significant unobservable inputs were used in determining value.

		Investments in
	Securities, at Value
	Private Placement
	Participation Agreements
Balance as of November 30, 2013		$	1,668,741
Accrued discounts/premiums			—
Realized gain/(loss)			(18	)
Change in unrealized appreciation/(depreciation)			—
Purchases			3,000,000
Sales			(1,213,370	)
Transfers in and/or out of Level 3			—
Balance as of May 31, 2014		$	3,455,353

The change in unrealized appreciation/(depreciation) for level 3 securities still held at May 31, 2014, and still classified as level 3 was $0.

48

SEMPER FUNDS

NOTES TO FINANCIAL STATEMENTS at May 31, 2014 (Unaudited), Continued

Significant unobservable valuation inputs for material level 3 securities as of May 31, 2014, are as follows:

Investments	Value at	Valuation	Unobservable
in Securities	5/31/14	Technique(s)	Input	Input Values
Private			Fixed loan	At the time of purchase, the loan
Placement			participation	participation’s projected yield to maturity
Participation			valued at	was 9.5%, which was approximately 5%
Agreements –			par based on	higher than the current yield of the Barclays
Abington			deal cash flow,	Capital High Yield Loan Index. In our view,
Emerson		Valued	illiquidity and	the credit quality of the loan participation is
Reo III	$1,074,323	at par	short maturity.	higher than the average quality of the Index
				from a combination of 15% subordination,
				approximately 50% overcollateralization, and
				accesss to timely loan cash flow information.
				The liquidity of the loan participation is materially lower than the index constituent liquidity, however, that is partially offset by the approximate 1.2 year average life. A yield spread of 5% was appropriate at the time of purchase and remains appropriate. Since purchase, cash flows have been as expected with no asset quality deterioration. As of 5/31, the Index current yield remains roughly unchanged and a price of par results in the same yield spread.
Private			Fixed loan	At the time of purchase, the loan
Placement			participation	participation’s projected yield to maturity
Participation			valued at par	was 8%, which was approximately 3.5%
Agreements –			based on deal	higher than the current yield of the Barclays
Basepoint –			cash flow,	Capital High Yield Loan Index. In our view,
BP GFM		Valued	illiquidity and	the credit quality of the loan participation is
Trust	$740,359	at par	short maturity.	higher than the average quality of the Index from a combination of significant subordination, overcollateralization, strong experience and financial wherewithal of sponsors, and uniquely diversified collateral consisting of consumer installment loans provided to government employees in Mexico. The liquidity of the loan participation is materially lower than the Index constituent liquidity, however, that is partially offset by the approximate 1.2 year average life. A yield spread of 3.5% was appropriate at the time of purchase and remains appropriate. Since purchase, cash flows have been as expected with no asset quality deterioration. As of 5/31, the Index current yield remains roughly unchanged and a price of par results in the same yield spread.

49

SEMPER FUNDS

NOTES TO FINANCIAL STATEMENTS at May 31, 2014 (Unaudited), Continued

Private			Fixed loan	At the time of purchase, the loan
Placement			participation	participation’s projected yield to maturity
Participation			valued at	was 9%, which was approximately 4.5%
Agreements –			par based on	higher than the current yield of the Barclays
Basepoint			deal cash flow,	Capital High Yield Loan Index (“Barclays
Merchant		Valued	illiquidity and	Loan Index”).  The credit quality of the loan
Lending Trust	$1,640,671	at par	short maturity.	participation is higher than the average
				quality of the Barclays Loan Index from a
				combination of 5% subordination,
				transaction structure allowing losses more
				than 3 times greater than base case before
				any interest rate impairment and over 4.5
				times before any principal impairment.  The
				liquidity of the loan participation is
				materially lower than the Barclays Loan
				Index constituent liquidity, however, that is
				largely offset by the approximate 1.5 year
				average life.  A yield spread of 4.5% was
				appropriate at the time of purchase and
				remains appropriate.  Since purchase, cash
				flows have been as expected with no asset
				quality deterioration. As of 5/31/14, the
				Barclays Loan Index current yield remains
				approximately the same as the time of
				purchase (+444 basis point spread over its
				benchmark, LIBOR), and a price of par
				results in a very similar spread to the
				Barclays Loan Index.

NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

For the six months ended May 31, 2014, Semper Capital Management, L.P. (the “Adviser”) provided the Funds with investment management services under an investment advisory agreement.  The Adviser furnished all investment advice, office space, facilities, and provides most of the personnel needed by the Funds.  As compensation for its services, the Adviser is entitled to a monthly fee at the annual rate of 0.45% based upon the average daily net assets of the MBS Total Return Fund and at an annual rate of 0.35% based upon the average daily net assets of the Short Duration Fund.  For the six months ended May 31, 2014, the MBS Total Return Fund and the Short Duration Fund incurred $90,497 and $110,414 in advisory fees, respectively.

Each Fund is responsible for its own operating expenses.  The Adviser has agreed to reduce fees payable to it by each Fund and to pay Fund operating expenses to the extent necessary to limit the aggregate annual operating expenses (excluding acquired fund fees and expenses, taxes, interest, dividends and interest expense on securities sold short and extraordinary expenses) to 1.00% and 0.75% of the average

50

SEMPER FUNDS

NOTES TO FINANCIAL STATEMENTS at May 31, 2014 (Unaudited), Continued

daily net assets of the MBS Total Return Fund’s Investor Class and Institutional Class, respectively, and 0.85% and 0.60% of the average daily net assets of the Short Duration Fund’s Investor Class and Institutional Class, respectively.  Any such reduction made by the Adviser in its fees or payment of expenses which are the Funds’ obligation are subject to reimbursement by the Funds to the Adviser, if so requested by the Adviser, in subsequent fiscal years if the aggregate amount actually paid by the Funds toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses.  The Adviser is permitted to be reimbursed only for fee reductions and expense payments made in the previous three fiscal years.  Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made.  Such reimbursement may not be paid prior to the Funds’ payment of current ordinary operating expenses.  For the six months ended May 31, 2014, the Adviser reduced its fees in the amount of $67,967 and $64,481 for the MBS Total Return Fund and the Short Duration Fund, respectively.  No amounts were reimbursed to the Adviser.  The expense limitation will remain in effect through at least March 29, 2015, and may be terminated only by the Trust’s Board of Trustees.  Cumulative expenses subject to recapture pursuant to the aforementioned conditions and the date of expiration are as follows:

	MBS Total Return Fund			Short Duration Fund
Year		Amount			Amount
2014			—		$	210,311
2015			—			193,076
2016		$	81,728			175,807
2017			67,697			64,481
		$	149,425		$	643,675

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 Fund’s expenses and reviews the Funds’ expense accruals.

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

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

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

51

SEMPER FUNDS

NOTES TO FINANCIAL STATEMENTS at May 31, 2014 (Unaudited), Continued

For the six months ended May 31, 2014, the Funds incurred the following expense for administration, fund accounting, transfer agency, custody, and Chief Compliance Officer fees:

	MBS Total		Short
	Return Fund		Duration Fund
Administration and Fund Accounting	$	43,157	$	44,495
Transfer Agency (excludes
out-of-pocket expenses)		15,748		7,771
Custody		4,243		5,975
Chief Compliance Officer		5,987		9,791

At May 31, 2014, 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:

	MBS Total		Short
	Return Fund		Duration Fund
Administration and Fund Accounting	$	35,570	$	14,737
Transfer Agency (excludes
out-of-pocket expenses)		13,557		5,488
Custody		748		4,165
Chief Compliance Officer		4,972		1,525

NOTE 5 – DISTRIBUTION AGREEMENT AND PLAN

The Funds have adopted a Distribution Plan pursuant to Rule 12b-1 (the “Plan”).  The Plan permits the Funds to pay the Distributor for distribution and related expenses at an annual rate of up to 0.25% of the average daily net assets of each Fund’s Investor Class.  The expenses covered by the Plan may include the cost in connection with the promotion and distribution of shares and the provision of personal services to shareholders, including, but not necessarily limited to, advertising, compensation to underwriters, dealers and selling personnel, the printing and mailing of prospectuses to other than current Fund shareholders, and the printing and mailing of sales literature.  Payments made pursuant to the Plan will represent compensation for distribution and service activities, not reimbursements for specific expenses incurred.  For the six months ended May 31, 2014, the Investor Class paid the Distributor $3,020 and $1,180 for the MBS Total Return Fund and the Short Duration Fund, respectively.

52

SEMPER FUNDS

NOTES TO FINANCIAL STATEMENTS at May 31, 2014 (Unaudited), Continued

NOTE 6 – PURCHASES AND SALES OF SECURITIES

For the six months ended May 31, 2014, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were as follows.

	Non-Government				Government
	Purchases		Sales		Purchases		Sales
MBS Total Return Fund	$	59,181,618	$	22,289,606	$	18,663,395	$	17,813,850
Short Duration Fund		29,092,015		19,353,253		1,589,994		1,845,441

NOTE 7 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

Net investment income/(loss) and net realized gains/(losses) can 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, 2014 and the year ended November 30, 2013 was as follows:

	MBS Total Return Fund				Short Duration Fund
	May 31, 2014		Nov. 30, 2013		May 31, 2014		Nov. 30, 2013
Ordinary income	$	1,294,022	$	134,965	$	577,394	$	812,271
Long-term
capital gains		—		—		104,822		9,371

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

As of November 30, 2013, the Funds’ most recently completed fiscal year end, the components of capital on a tax basis were as follows:

	MBS Total			Short
	Return Fund			Duration Fund
Cost of investments (a)	$	21,645,577		$	56,445,547
Gross unrealized appreciation		553,237			636,197
Gross unrealized depreciation		(78,642	)		(659,945	)
Net unrealized appreciation (a)		474,595			(23,748	)
Undistributed ordinary income		87,835			216
Undistributed long-term capital gain		—			104,793
Total distributable earnings		87,835			105,009
Other accumulated gains/(losses)		—			(85,494	)
Total accumulated earnings/(losses)	$	562,430		$	(4,233	)

(a) Book basis and tax basis net unrealized appreciation and cost are the same.

53

SEMPER FUNDS

NOTES TO FINANCIAL STATEMENTS at May 31, 2014 (Unaudited), Continued

For tax purposes, the current year post October-loss was $85,494 (realized during the period November 1, 2013 through November 30, 2013) in the Short Duration Fund.  This loss will be recognized for tax purposes on the first business day of the Short Duration Fund’s next fiscal year, December 1, 2013.

NOTE 8 – REPORT OF THE SHORT DURATION FUND’S SPECIAL SHAREHOLDER MEETING

A Special Meeting of Shareholders of the Semper Short Duration Fund, a series of Forum Funds (the “Target Fund”), took place on March 17, 2014 to approve a proposed Agreement and Plan of Reorganization for the Target Fund, whereby the Semper Short Duration Fund, a series of Advisors Series Trust (the “Acquiring Fund”), would acquire all of the assets and liabilities of the Target Fund, in exchange for shares of the Acquiring Fund which would be distributed pro rata by the Target Fund to its shareholders, in complete liquidation and dissolution of the Target Fund (the “Proposal”).

All Target Fund shareholders of record at the close of business on January 21, 2014 were entitled to vote.  As of the record date, the Target Fund had 6,484,841 shares outstanding.  Of the 4,615,281 shares present in person or by proxy at the meeting on March 17, 2014: 4,615,281 or 100% voted in favor of the Proposal (representing 71.17% of total outstanding shares); no shares were voted against the Proposal; and no shares abstained from voting.  Accordingly, the Proposal was approved.

54

SEMPER FUNDS

NOTICE TO SHAREHOLDERS at May 31, 2014 (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 1-855-736-7799 or on the U.S. Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

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

Information regarding how the Funds voted proxies relating to portfolio securities during the 12-month period ended June 30 will be available without charge, upon request, by calling 1-855-736-7799.  Furthermore, you can obtain the Funds’ proxy voting records on the SEC’s website at http://www.sec.gov.

Quarterly Filings on Form N-Q

The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q.  The Funds’ Form N-Q is available on the SEC’s website at http://www.sec.gov.  The Funds’ Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-202-551-8090.  Information included in the Funds’ Form N-Q is also available, upon request, by calling 1-855-736-7799.

55

SEMPER SHORT DURATION FUND

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited)

At a meeting held on December 3-5, 2013, the Board of Trustees (the “Board”) of Advisors Series Trust (the “Trust”), including all the persons who are Independent Trustees as defined under the Investment Company Act of 1940, as amended, considered and approved the initial investment advisory agreement (the “Advisory Agreement”) between the Trust and Semper Capital Management, L.P. (the “Adviser”) for the Semper Short Duration Fund (the “Fund”) for a period not to exceed two years.  Prior to this meeting, the Board received and reviewed substantial information regarding the Fund, the Adviser and the services expected to be provided by the Adviser to the Fund under the Advisory Agreement.  This information formed the primary (but not exclusive) basis for the Board’s determinations.  Below is a summary of the factors considered by the Board and the conclusions that formed the basis for the Board’s approval of the initial Advisory Agreement:

The full Board, which includes a majority of Independent Trustees, took into consideration, among other things, the nature, extent and quality of the services to be provided by the Adviser under the Advisory Agreement.  The Board considered the Adviser’s specific responsibilities in all aspects of day-to-day management of the Fund.  The Board considered the qualifications, experience and responsibilities of the portfolio managers, as well as the responsibilities of other key personnel of the Adviser that would be involved in the day-to-day activities of the Fund, noting that the Adviser currently serves as investment adviser to another mutual fund within the Trust.  The Board also considered the resources and compliance structure of the Adviser, including information regarding its compliance program, its chief compliance officer and the Adviser’s compliance record and business continuity plan.  The Board also considered the Adviser’s business plan, noting that the Adviser currently manages other accounts with substantially similar objectives, policies, strategies and risks as the Fund.  After discussion, the Board concluded that the Adviser has the quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Advisory Agreement and that the nature, overall quality and extent of such management services will be satisfactory.

The Trustees then discussed the expected costs of the services to be provided by the Adviser and the structure of the Adviser’s fees under the Advisory Agreement.  In considering the advisory fee and anticipated total fees and expenses of the Fund, the Board reviewed and compared the Fund’s anticipated fees and expenses to those funds in its Lipper peer group, as well as the fees and expenses for similar types of accounts managed by the Adviser.  The Board viewed such information as a whole as useful in assessing whether the Adviser would be able to provide services at a cost that was competitive with other similar funds and consistent with an arm’s length bargaining process.  The Trustees also took into account the proposed expense waivers.

The Board noted that the Adviser was agreeing to waive its advisory fees and reimburse the Fund for certain of its expenses to the extent necessary to maintain an

56

SEMPER SHORT DURATION FUND

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued

annual expense ratio, excluding acquired fund fees and expenses, of 0.60% for Institutional Class shares and 0.85% for Investor Class shares (the “Expense Caps”).

The Board noted that the Fund’s expected total operating expenses with respect to the Institutional Class shares were below the peer group median and average, while the Fund’s expected total operating expenses with respect to the Investor Class shares were above the peer group median and average.  The Board also noted that the expected contractual advisory fee was below the peer group median and average.  The Board also considered that the expected contractual advisory fee was modestly higher than the fees charged by the Adviser to institutional separate accounts with substantially similar objectives, policies, strategies and risks as the Fund.  In assessing the reasonableness of the advisory fee as compared to the fees charged to similarly managed separate accounts, the Board took into account differences in services and business structure that account for differences in fees.

The Board concluded that the fees to be paid to the Adviser were fair and reasonable.

The Board also considered economies of scale that would be expected to be realized by the Adviser as the assets of the Fund grow.  The Board noted that the Adviser would be contractually agreeing to reduce its advisory fees or reimburse Fund expenses indefinitely, but in no event for less than a one year term, so that the Fund does not exceed the Expense Caps.  The Board concluded that there were no effective economies of scale to be shared by the Adviser at this time, but indicated that this issue would be revisited in the future as circumstances changed and asset levels increased.

The Board then considered the profits expected to be realized by the Adviser from its relationship with the Fund.  The Board reviewed the Adviser’s financial information and took into account both the expected direct benefits and the indirect benefits to the Adviser from advising the Fund.  The Board considered the expected profitability to the Adviser from its relationship with the Fund and considered any additional benefits that may be derived by the Adviser from its relationship with the Fund, such as benefits received in exchange for Rule 12b-1 fees.  After such review, the Board determined that the expected profitability to the Adviser with respect to the Advisory Agreement was not excessive, and that the Adviser should be able to maintain adequate profit levels to support the services it provides to the Fund.

No single factor was determinative of the Board’s decision to approve the Advisory Agreement; rather, the Trustees based their determination on the total mix of information available to them.  Based on a consideration of all the factors in their totality, the Trustees determined that the advisory arrangement with the Adviser, including advisory fees, was fair and reasonable to the Fund.  The Board, including a majority of Independent Trustees, therefore determined that the approval of the Advisory Agreement was in the best interests of the Fund and its shareholders.

57

SEMPER FUNDS

PRIVACY NOTICE

The Funds collect non-public information about you from the following sources:

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

•Information you give us orally; and/or

•Information about your transactions with us or others.

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

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

58

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Investment Adviser

Semper Capital Management, L.P.

52 Vanderbilt Avenue, Suite 401

New York, New York 10017

Independent Registered Public Accounting Firm

Tait, Weller & Baker LLP

1818 Market Street, Suite 2400

Philadelphia, Pennsylvania 19103

Legal Counsel

Paul Hastings LLP

75 East 55th Street

New York, New York 10022

Custodian

U.S. Bank N.A.

1555 North River Center Drive, Suite 302

Milwaukee, Wisconsin 53212

Transfer Agent, Fund Accountant and Fund Administrator

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

1-855-736-7799 (855-SEM-PRXX)

Distributor

Quasar Distributors, LLC

615 East Michigan Street, 4th Floor

Milwaukee, Wisconsin 53202

This report is intended for shareholders of the Funds and may not be used as sales literature unless preceded or accompanied by a current prospectus.  For a current prospectus, please call 1-855-736-7799 (855-SEM-PRXX).  Statements and other information herein are dated and are subject to change.

Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

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

Item 6. Investments.

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

(b)   Not Applicable.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

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

Item 11. Controls and Procedures.

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

(b)   There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the most recent 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 8/6/14                                         

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 8/6/14                                      

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

Cheryl L. King, Treasurer

Date 8/6/14                                     

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