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, Wisconsin 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, Wisconsin 53202

(Name and address of agent for service)

(Registrant's telephone number, including area code): (414) 765-6609

Date of fiscal year end:  October 31, 2014

Date of reporting period:  October 31, 2014

Item 1. Reports to Stockholders.

ANNUAL REPORT

October 31, 2014

FORT PITT CAPITAL TOTAL RETURN FUND

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

P.O. Box 701

Milwaukee, WI  53201-0701

1-866-688-8775

Fort Pitt Capital Total Return Fund

Dear Fellow Shareholders,

As of October 31, 2014, the Net Asset Value (NAV) of the Fort Pitt Capital Total Return Fund (the “Fund”) was $21.07 per share.  Total return (including a $0.50763 per share dividend) for the fiscal year ended October 31, 2014 was 11.58%.  This compares with a total return of 15.78% for the unmanaged Wilshire 5000 Total Market Index and 17.27% for the S&P 500® Index for the same period.

Fund performance for fiscal 2014 again lagged the major indexes. In a solidly bullish year in which higher-multiple health care and technology shares led the charge, and energy, telecommunications and materials lagged, our willingness to hold generally larger businesses with a “value” bent held us back. The few growth-oriented names we own performed well, including the two best performing stocks in our portfolio. Allergan Inc., a maker of drugs and medical devices for both cosmetic and therapeutic uses, saw its shares more than double after the company received a buyout offer from Valeant Pharmaceuticals International, Inc. SanDisk Corporation, a leading manufacturer and marketer of flash memory, rode both the smart-phone and cloud computing waves to a nearly 40% gain for the year. On the downside, our under-weighting in the commodity, energy and materials sectors wasn’t enough to keep the bear market in these segments at bay. Our holdings in BP P.L.C., Joy Global, Inc. and Loews Corporation all saw negative total returns for the year. Finally, longstanding (and large) positions in Verizon Communications, Inc. and AT&T, Inc. basically earned their dividends during the year and no more, also hindering overall returns relative to the indexes.

Annualized total return for the three years ended October 31, 2014 was 14.69%, compared to 19.61% for the Wilshire 5000 Total Market Index and 19.77% for the S&P 500® Index.  Over the five year period ended October 31, 2014, the Fund’s annualized total return was 14.82%, while the Wilshire 5000 Total Market Index’s annualized return was 17.06% and the S&P 500® Index’s annualized return was 16.69%.  Over the ten year period ended October 31, 2014, the Fund’s annualized total return was 7.14%, while the Wilshire 5000 Total Market Index’s annualized return was 8.76% and the S&P 500® Index’s annualized return was 8.20%.  Since inception on December 31, 2001, the Fund has produced a total return of 7.96% annualized (167.28% cumulative), compared to 7.42% annualized (150.52% cumulative) for the Wilshire 5000 Total Market Index and 6.61% annualized (127.30% cumulative) for the S&P 500® Index.  The annual gross operating expense ratio for the Fund is 1.51%.

Performance data quoted represents past performance and does not guarantee future results.  The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.  Current performance of the Fund may be lower or higher than the performance quoted.  Performance data current to the most recent month end may be obtained by calling 1-866-688-8775.  The Fund imposes a 2.00% redemption fee on shares held for 180 days or less.  Performance data quoted does not reflect the redemption fee.  If reflected, total returns would be reduced.  Performance figures reflect fee waivers in effect.  In the absence of waivers, total returns would be lower.

With the bull market now well past its 5th birthday, and the S&P 500® Index and the Wilshire 5000 Total Market Index sporting 3-year total returns approaching 20% annualized, the tone of U.S. equity markets has begun to resemble the “new era” period just prior to the turn of the century. At that time, popular enthusiasm for technology and internet stocks drove valuations to all-time records. In the five years between 1995 and 1999, the S&P 500® Index returned a cumulative 251% (28.6% annualized). Equity accounts managed by Fort Pitt Capital Group, Inc. during this period trailed the S&P 500® Index by a cumulative 74 percentage points (11.7% annualized), a seemingly insurmountable disparity. Yet less than 2½ years after the early 2000 market peak, our managed accounts had recovered this difference due to our value discipline and willingness to hold cash and Treasury bonds when markets had driven prices to uneconomic levels.

This time around, the catalyst has been less “new era” and more “financial engineering” – think Federal Reserve money printing, aggressive corporate share buybacks, cost cutting and debt refinancing – but the end result for investors has been only somewhat less bountiful. In the five years ended October 31, 2014, the S&P 500® Index returned a cumulative 116% (16.7% annualized). Over this period our Fund doubled in

Fort Pitt Capital Total Return Fund

value (assuming reinvestment of dividends), but still trailed the index by a cumulative 17% (3.2% annualized). Certainly a less daunting disparity than 15 years ago, but still meaningful in an era of near-zero interest rates and generally lower stock market returns.

We can’t predict the same sort of relative performance recovery over the next few years, particularly if outsized market returns continue, but our approach to evaluating individual businesses and purchasing them at reasonable prices has not changed. Neither has our willingness to hold cash when we are having difficulty finding well run companies at attractive prices. Both attributes have served us well in the past, allowing us to outperform the major indexes from the inception of the Fund, and to do so with levels of share price volatility far lower. As mentioned above, our portfolio holds a mix of both growth and value-oriented investments, with a bias towards value as measured by both absolute and relative ratios of price to book, price to cash flow, price to sales and price to earnings. These characteristics are judged less relevant when the bulls are running. They should be relevant again; we just don’t know when.

After a brief hiccup in the first calendar quarter of 2014, the U.S. economy remains the Big Engine That Could. U.S. economic growth accelerated in the third quarter, to an annualized rate of 3.9%. With the dollar appreciating and oil prices falling, U.S. consumers have finally reaped the benefits of six years of household deleveraging. Only three times in the past 25 years has the dollar risen and oil prices dropped as much as this year: in 2001 and 2008, when the world was entering recession, and in 1998, during the Asian financial crisis. The latter episode preceded a boom period for U.S. consumers. Contrary to what we hear from most Federal Reserve economists, low and falling inflation is exactly what the consumer ordered. We’ve been arguing since 2011 that “escape velocity” (defined as sustained growth above 3.5% to 4%) was within reach for the U.S. economy, if only business capital spending would revive. Corporate executives countered that they needed to see consumer spending accelerate before they could commit to new projects. Consumption is inversely related to headline inflation, and lower inflation will likely boost American’s purchasing power by about 2% annualized in coming quarters. If consumers open their wallets, corporations might finally follow suit.

Thank you for your continued support of our Fund.

Charlie Smith

Portfolio Manager

Mutual fund investing involves risk; principal loss is possible. Investments in debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. Small and medium capitalization companies tend to have limited liquidity and greater price volatility than large capitalization companies. The Fund invests in foreign securities which involve greater volatility and political, economic and currency risks and differences in accounting methods.

The opinions expressed are those of Charles A. Smith through the end of the period for this report, are subject to change, and are not intended to be a forecast of future events, a guarantee of future results, nor investment advice.

The S&P 500® Index is a broad based unmanaged index of 500 stocks, which is widely recognized as representative of the equity market in general. The Wilshire 5000 Total Market Index is a capitalization weighted index of all U.S. headquartered companies which provides the broadest measure of U.S. stock market performance. It is not possible to invest directly in an index.

This information is intended for the shareholders of the Fund and is not for distribution to prospective investors unless preceded or accompanied by a current prospectus.

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security.

For a complete list of Fund holdings, please refer to the Schedule of Investment Section of this report.

Price to book = current share price/most recent quarterly book value per share.

Price to cash flow = current share price/trailing 12-month cash flow per share.

Price to sales = current share price/trailing 12-month sales per share.

Price to earnings = current share price/trailing 12-month earnings per share.

The Fort Pitt Capital Total Return Fund is distributed by Quasar Distributors, LLC.

3

Fort Pitt Capital Total Return Fund

Growth of a Hypothetical $10,000 Investment at October 31, 2014

vs.

Wilshire 5000 Total Market Index & S&P 500® Index

		Average Annual Total Return1
				Since
				Inception
	One Year	Five Year	Ten Year	12/31/01
Fort Pitt Capital Total Return Fund	11.58%	14.82%	7.14%	7.96%
Wilshire 5000 Total Market Index	15.78%	17.06%	8.76%	7.42%
S&P 500® Index	17.27%	16.69%	8.20%	6.61%

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than their original cost.  Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 1-866-688-8775. The Fund imposes a 2.00% redemption fee on shares held for 180 days or less.

Returns reflect reinvestment of dividends and capital gains distributions.  Fee waivers are in effect.  In the absence of fee waivers, returns would be reduced.  The performance data and graph do not reflect the deduction of taxes that a shareholder may pay on dividends, capital gains distributions, or redemption of Fund shares. Indices do not incur expenses and are not available for investment.  If it did, total returns would be reduced.

1Average Annual Total Return represents the average change in account value over the periods indicated.

The Wilshire 5000 Total Market Index is an unmanaged index commonly used to measure performance of over 5,000 U.S. stocks.

The S&P 500® Index is an unmanaged, capitalization-weighted index representing the aggregate market value of the common equity of 500 stocks primarily traded on the NYSE.

4

Fort Pitt Capital Total Return Fund

ALLOCATION OF PORTFOLIO INVESTMENTS

at October 31, 2014 (Unaudited)

Percentages represent market value as a percentage of total investments.

EXPENSE EXAMPLE

at October 31, 2014 (Unaudited)

As a shareholder of a mutual fund, you incur two types of costs: (1) transaction costs, including 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 Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (5/1/14 – 10/31/14).

Actual Expenses

The first line of the following table provides information about actual account values and actual expenses, with actual net expenses being limited to 1.24% per the operating expenses limitation agreement. Although the Fund charges no sales loads, you will be assessed fees for outgoing wire transfers, returned checks, and stop payment orders at prevailing rates charged by U.S. Bancorp Fund Services, LLC, the Fund’s transfer agent. To the extent the Fund invests in shares of other investment companies as part of its investment strategy, you will indirectly bear your proportionate share of any fees and expenses charged by the underlying funds in which the Fund invests in addition to the expenses of the Fund. Actual expenses of the underlying funds are expected to vary among the various underlying funds. These expenses are not included in the example below.  The Example below includes, but is not limited to, management fees, fund accounting, custody and transfer agent fees.  You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

5

Fort Pitt Capital Total Return Fund

EXPENSE EXAMPLE (Continued)

at October 31, 2014 (Unaudited)

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as 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 transactional costs were included, your costs would have been higher.

	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During Period*
	5/1/14	10/31/14	5/1/14 – 10/31/14
Actual	$1,000.00	$1,039.50	$6.37
Hypothetical	$1,000.00	$1,018.95	$6.31
(5% return before expenses)

* Expenses are equal to the Fund’s annualized expense ratio of 1.24%, multiplied by the average account value over the period, multiplied by 184 (days in most recent fiscal half-year)/365 days to reflect the one-half year expense.

6

Fort Pitt Capital Total Return Fund

SCHEDULE OF INVESTMENTS

at October 31, 2014

COMMON STOCKS – 81.77%	Shares		Value
Apparel Manufacturing – 3.39%
VF Corp.		27,200	$	1,840,896
Chemical Manufacturing – 4.58%
Allergan, Inc.		7,850		1,491,971
Pfizer, Inc.		23,964		717,722
Zoetis, Inc.		7,553		280,669
				2,490,362
Computer and Electronic Product Manufacturing – 8.75%
SanDisk Corp.		28,350		2,668,869
Texas Instruments, Inc.		35,100		1,743,066
Xilinx, Inc.		7,600		338,048
				4,749,983
Credit Intermediation and Related Activities – 5.30%
Bank of New York Mellon Corp.		16,300		631,136
F.N.B. Corp.		33,700		431,023
PNC Financial Services Group, Inc.		21,000		1,814,190
				2,876,349
Fabricated Metal Product Manufacturing – 2.34%
Parker Hannifin Corp.		10,000		1,270,300
Insurance Carriers and Related Activities – 6.91%
Arthur J. Gallagher & Co.		33,300		1,588,410
Erie Indemnity Co. – Class A		6,800		577,116
Loews Corp.		36,350		1,584,860
				3,750,386
Machinery Manufacturing – 3.11%
General Electric Co.		25,700		663,317
II-VI, Inc.*		40,950		552,415
Joy Global, Inc.		9,000		473,670
				1,689,402
Miscellaneous Manufacturing – 6.72%
Medtronic, Inc.		27,100		1,847,136
Rockwell Automation, Inc.		16,050		1,803,217
				3,650,353
Nonmetallic Mineral Product Manufacturing – 1.96%
Headwaters, Inc.*		83,900		1,065,530

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

7

Fort Pitt Capital Total Return Fund

SCHEDULE OF INVESTMENTS (Continued)

at October 31, 2014

COMMON STOCKS – 81.77% (Continued)	Shares		Value
Paper Manufacturing – 3.04%
Kimberly-Clark Corp.		14,450	$	1,651,202
Petroleum and Coal Products Manufacturing – 2.64%
BP PLC – ADR		33,000		1,434,180
Primary Metal Manufacturing – 1.10%
Matthews International Corp. – Class A		13,000		599,040
Professional, Scientific, and Technical Services – 5.20%
Amgen, Inc.		8,150		1,321,767
NetScout Systems, Inc.*		40,700		1,500,202
				2,821,969
Publishing Industries (except Internet) – 6.74%
CA, Inc.		56,900		1,653,514
Microsoft Corp.		42,800		2,009,460
				3,662,974
Securities, Commodity Contracts, and Other Financial
Investments and Related Activities – 2.11%
The Charles Schwab Corp.		40,000		1,146,800
Telecommunications – 7.18%
AT&T, Inc.		55,000		1,916,200
Verizon Communications, Inc.		32,900		1,653,225
Windstream Corp.		31,339		328,433
				3,897,858
Transportation Equipment Manufacturing – 7.37%
The Boeing Co.		15,000		1,873,650
Honeywell International, Inc.		22,150		2,129,058
				4,002,708
Utilities – 3.33%
Kinder Morgan, Inc.		46,800		1,811,160
TOTAL COMMON STOCKS
(Cost $25,148,872)				44,411,452
EXCHANGE-TRADED FUNDS – 1.33%
iShares MSCI Japan ETF		60,000		723,600
TOTAL EXCHANGE-TRADED FUNDS
(Cost $743,483)				723,600

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

8

Fort Pitt Capital Total Return Fund

SCHEDULE OF INVESTMENTS (Continued)

at October 31, 2014

SHORT-TERM INVESTMENTS – 15.10%	Shares		Value
Money Market Funds – 9.58%
Goldman Sachs Financial Square Funds –
Prime Obligations Fund – Institutional Class, 0.03%†		2,600,000	$	2,600,000
Invesco STIC – Liquid Assets Portfolio –
Institutional Class, 0.06%†		2,600,000		2,600,000
				5,200,000
	Principal
	Amount
U.S. Treasury Bills – 5.52%
U.S. Treasury Bill, 0.07%, due 7/23/15+	$	3,000,000		2,998,362
TOTAL SHORT-TERM INVESTMENTS
(Cost $8,197,800)				8,198,362
Total Investments
(Cost $34,090,155) – 98.20%				53,333,414
Other Assets in Excess of Liabilities – 1.80%				976,978
NET ASSETS – 100.00%			$	54,310,392

*Non-income producing security.

†Rate shown is the 7-day annualized yield at October 31, 2014.

+Rate shown is the discount rate at October 31, 2014.

ADR – American Depository Receipt

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

9

Fort Pitt Capital Total Return Fund

STATEMENT OF ASSETS AND LIABILITIES

at October 31, 2014

ASSETS
Investments, at market value (cost $34,090,155)	$	53,333,414
Cash		971,046
Receivable for Fund shares sold		21,085
Dividends and interest receivable		97,439
Prepaid expenses		4,084
Total assets		54,427,068
LIABILITIES
Due to advisor		34,394
Fund shares redeemed		7,948
Administration and fund accounting fees		16,869
Audit fees		18,600
Transfer agent fees and expenses		16,409
Pricing fees		557
Legal fees		5,141
Custody fees		1,538
Shareholder reporting fees		10,181
Chief Compliance Officer fee		2,250
Accrued expenses		2,789
Total liabilities		116,676
NET ASSETS	$	54,310,392
COMPONENTS OF NET ASSETS
Paid-in capital	$	33,332,286
Undistributed net investment income		370,559
Accumulated undistributed net realized gain on investments		1,364,288
Net unrealized appreciation on investments		19,243,259
Total net assets	$	54,310,392
Shares outstanding
(unlimited number of shares authorized, par value $0.01)		2,577,372
Net Asset Value, Redemption Price and Offering Price Per Share+	$	21.07

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

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

10

Fort Pitt Capital Total Return Fund

STATEMENT OF OPERATIONS

For the year ended October 31, 2014

INVESTMENT INCOME
Income
Dividends	$	1,081,439
Interest		3,486
Total investment income		1,084,925
Expenses
Advisory fees (Note 4)		517,117
Administration and fund accounting fees (Note 4)		67,304
Transfer agent fees and expenses (Note 4)		60,257
Registration fees		19,245
Audit fees		18,600
Legal fees		12,043
Custody fees (Note 4)		10,715
Chief Compliance Officer fees (Note 4)		9,000
Shareholder reporting		8,522
Other		8,182
Trustee fees		7,976
Pricing fees		2,331
Total expenses before fee waiver		741,292
Less: fee waiver from Advisor (Note 4)		(100,067	)
Net expenses		641,225
Net investment income		443,700
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on investments		1,364,312
Change in unrealized appreciation on investments		3,789,383
Net realized and unrealized gain on investments		5,153,695
Net increase in net assets resulting from operations	$	5,597,395

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

11

Fort Pitt Capital Total Return Fund

STATEMENTS OF CHANGES IN NET ASSETS

	For the			For the
	Year Ended			Year Ended
	October 31, 2014			October 31, 2013
OPERATIONS
Net investment income	$	443,700		$	501,105
Net realized gain on investments		1,364,312			815,633
Capital gain distributions from
regulated investment companies		—			78
Change in unrealized appreciation on investments		3,789,383			8,078,961
Net increase in net assets resulting from operations		5,597,395			9,395,777
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income		(457,166	)		(558,719	)
Net realized gains		(813,672	)		—
Total distributions		(1,270,838	)		(558,719	)
CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold		3,083,668			2,807,579
Proceeds from shares issued in reinvestment of dividends		1,265,585			556,761
Cost of shares redeemed*		(3,171,698	)		(3,227,441	)
Net increase in net assets resulting
from capital share transactions		1,177,555			136,899
Total increase in net assets		5,504,112			8,973,957
NET ASSETS
Beginning of year		48,806,280			39,832,323
End of year	$	54,310,392		$	48,806,280
Undistributed net investment income	$	370,559		$	384,025
CHANGES IN SHARES OUTSTANDING
Shares sold		153,007			162,058
Shares issued in reinvestment of dividends		66,962			35,172
Shares redeemed		(159,129	)		(188,267	)
Net increase in Fund shares outstanding		60,840			8,963
Shares outstanding, beginning of year		2,516,532			2,507,569
Shares outstanding, end of year		2,577,372			2,516,532

*Net of redemption fees of $1,443 and $572, respectively.

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

12

Fort Pitt Capital Total Return Fund

FINANCIAL HIGHLIGHTS

For a share outstanding throughout the year

	For the Year Ended October 31,
	2014			2013			2012			2011			2010
Net asset value,
beginning of year	$	19.39		$	15.88		$	14.72		$	13.18		$	11.38
Income from
investment operations:
Net investment income		0.17			0.20			0.21			0.16			0.13
Net realized and unrealized
gain on investments		2.01			3.53			1.12			1.52			1.82
Total from
investment operations		2.18			3.73			1.33			1.68			1.95
Less dividends:
Dividends from
net investment income		(0.18	)		(0.22	)		(0.17	)		(0.14	)		(0.15	)
Dividends from
net realized gains		(0.32	)		—			—			—			—
Total dividends		(0.50	)		(0.22	)		(0.17	)		(0.14	)		(0.15	)
Redemption fees		0.00	#		0.00	#		0.00	#		0.00	#		0.00#
Net asset value, end of year	$	21.07		$	19.39		$	15.88		$	14.72		$	13.18
Total return1		11.58	%		23.83	%		9.18	%		12.80	%		17.27	%
Supplemental data and ratios:
Net assets, end of year	$	54,310,392		$	48,806,280		$	39,832,323		$	35,792,857		$	33,211,583
Ratio of net expenses
to average net assets:
Before expense
reimbursement
and waivers		1.43	%		1.49	%		1.53	%		1.96	%		2.20	%
After expense
reimbursement
and waivers		1.24	%		1.24	%		1.24	%		1.24	%		1.24	%
Ratio of net investment income
to average net assets:
Before expense
reimbursement
and waivers		0.67	%		0.90	%		1.07	%		0.41	%		0.09	%
After expense
reimbursement
and waivers		0.86	%		1.15	%		1.36	%		1.13	%		1.05	%
Portfolio turnover rate		12	%		15	%		4	%		5	%		7	%

#Amount is less than $0.01 per share.

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

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

13

Fort Pitt Capital Total Return Fund

NOTES TO FINANCIAL STATEMENTS

at October 31, 2014

NOTE 1 – ORGANIZATION

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

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

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

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

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

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

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more-likely-than-not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years 2011-2013, or expected to be taken in the Fund’s 2014 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal and the state of Wisconsin; however the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

C. Securities Transactions, Income and Distributions: Securities transactions are accounted for on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. Interest income is recorded on an accrual basis. Dividend income, income and capital gain distributions from underlying funds, and distributions to shareholders are recorded on the ex-dividend date.

The Fund distributes substantially all net investment income, if any, and net realized capital gains, if any, annually. The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations which differ from accounting principles generally accepted in the United States of America.  To the extent these book/tax differences are permanent, such amounts are reclassified with the capital accounts based on their Federal tax treatment.

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

E. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.

14

Fort Pitt Capital Total Return Fund

NOTES TO FINANCIAL STATEMENTS (Continued)

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

During the year ended October 31, 2014, the Fund retained $1,443 in redemption fees.

G. Events Subsequent to the Fiscal Year End: In preparing the financial statements as of October 31, 2014, management considered the impact of subsequent events for potential recognition or disclosure in the financial statements.

NOTE 3 – SECURITIES VALUATION

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

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

Level 2 – Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

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

The Fund determines the fair value of its investments and computes its net asset value per share as of the close of regular trading on the New York Stock Exchange (4:00 pm EST).

Equity Securities:  The Fund’s investments are carried at fair value. Equity securities, including common stocks and exchange-traded funds, that are primarily traded on a national securities exchange shall be valued at the last sale price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale on such day, at the mean between the bid and asked prices. Securities primarily traded in the NASDAQ Global Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price (“NOCP”). If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and asked prices. Over-the-counter securities which are not traded in the NASDAQ Global Market System shall be valued at the most recent sales price. Investments in open-end mutual funds are valued at their net asset value per share. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in level 1 of the fair value hierarchy.

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 Advisors Series Trust which is comprised of representatives from U.S. Bancorp Fund Services, LLC, the Fund’s administrator.  The function of the Valuation Committee is to value securities where current and

15

Fort Pitt Capital Total Return Fund

NOTES TO FINANCIAL STATEMENTS (Continued)

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 is not an indication of the risk associated with investing in those securities.  The following is a summary of the inputs used to value the Fund’s securities as of October 31, 2014:

	Level 1		Level 2		Level 3		Total
Common Stocks
Finance and Insurance	$	7,773,535	$	—	$	—	$	7,773,535
Information		7,560,832		—		—		7,560,832
Manufacturing		24,443,956		—		—		24,443,956
Professional, Scientific,
and Technical Services		2,821,969		—		—		2,821,969
Utilities		1,811,160		—		—		1,811,160
Total Common Stocks		44,411,452		—		—		44,411,452
Exchange-Traded Funds		723,600		—		—		723,600
Short-Term Investments
Money Market Funds		5,200,000		—		—		5,200,000
U.S. Treasury Bills		—		2,998,362		—		2,998,362
Total Short-Term Investments		5,200,000		2,998,362		—		8,198,362
Total Investments	$	50,335,052	$	2,998,362	$	—	$	53,333,414

Refer to the Fund’s Schedule of Investments for a detailed break-out of common stocks by industry classification. Transfers between levels are recognized at October 31, 2014, the end of the reporting period. The Fund recognized no transfers to/from Level 1 or Level 2. There were no Level 3 securities held in the Fund during the year ended October 31, 2014.

NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

For the year ended October 31, 2014, Fort Pitt Capital Group, Inc. (the “Advisor”) provided the Fund with investment management services under an Investment Advisory Agreement. The Advisor furnished all investment advice, office space, facilities, and provides most of the personnel needed by the Fund. As compensation for its services, the Advisor is entitled to a monthly fee at the annual rate of 1.00% based upon the average daily net assets of the Fund.  For the year ended October 31, 2014, the Fund incurred $517,117 in advisory fees.

The Fund is responsible for its own operating expenses. The Advisor has agreed to reduce fees payable to it by the Fund and to pay Fund operating expenses to the extent necessary to limit the Fund’s aggregate annual operating expenses to 1.24% of average daily net assets. Any such reduction made by the Advisor in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. The Advisor is permitted to be reimbursed only for fee reductions and expense payments made in the previous three fiscal years. Any such

16

Fort Pitt Capital Total Return Fund

NOTES TO FINANCIAL STATEMENTS (Continued)

reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses. For the year ended October 31, 2014, the Advisor reduced its fees in the amount of $100,067; no amounts were reimbursed to the Advisor. Cumulative expenses subject to recapture pursuant to the aforementioned conditions amounted to $319,457 at October 31, 2014. Cumulative expenses subject to recapture expire as follows:

Year	Amount
2015	$	110,951
2016		108,439
2017		100,067
	$	319,457

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

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

For the year ended October 31, 2014, the Fund incurred the following expenses for administration, fund accounting, transfer agency, custody, and Chief Compliance Officer fees:

Administration and Fund Accounting	$	67,304
Transfer Agency (a)		20,224
Custody		10,715
Chief Compliance Officer		9,000
(a) Does not include out-of-pocket expenses

At October 31, 2014, the Fund had payables due to USBFS for administration, fund accounting, transfer agency and Chief Compliance Officer fees and to U.S. Bank N.A. for custody fees in the following amounts:

Administration and Fund Accounting	$	16,869
Transfer Agency (a)		5,079
Custody		1,538
Chief Compliance Officer		2,250
(a) Does not include out-of-pocket expenses

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

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

NOTE 5 – PURCHASES AND SALES OF SECURITIES

For the year ended October 31, 2014, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were $5,401,888 and $7,547,233, respectively.

17

Fort Pitt Capital Total Return Fund

NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 6 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

The tax character of distributions paid during the year ended October 31, 2014 and the year ended October 31, 2013 was as follows:

	October 31, 2014	October 31, 2013
Ordinary income	$457,166	$558,719
Long-term capital gains	813,672	—

As of October 31, 2014, the components of accumulated earnings/(losses) on a tax basis were as follows:

Cost of investments	$	34,090,167
Gross tax unrealized appreciation		19,496,378
Gross tax unrealized depreciation		(253,131	)
Net tax unrealized appreciation		19,243,247
Undistributed ordinary income		375,642
Undistributed long-term capital gain		1,359,217
Total distributable earnings		1,734,859
Other accumulated gains/(losses)		—
Total accumulated earnings/(losses)	$	20,978,106

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

NOTICE TO SHAREHOLDERS at October 31, 2014 (Unaudited)

For the year ended October 31, 2014, the Fort Pitt Capital Total Return Fund designated $457,166 as ordinary income and $813,672 as long-term capital gains for purposes of the dividends paid deduction.

For the year ended October 31, 2014, certain dividends paid by the Fort Pitt Capital Total Return Fund may be subject to a maximum tax rate of 15%, as provided by the Jobs and Growth Tax Relief Reconciliation Act of 2003.  The percentage of dividends declared from net investment income designated as qualified dividend income was 100.00%.

For corporate shareholders in the Fort Pitt Capital Total Return Fund, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the year ended October 31, 2014 was 100.00%.

18

Fort Pitt Capital Total Return Fund

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees

Advisors Series Trust and

Shareholders of

Fort Pitt Capital Total Return Fund

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Fort Pitt Capital Total Return Fund, a series of shares of Advisor Series Trust (the “Trust”), as of October 31, 2014 and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended.  These financial statements and financial highlights are the responsibility of the Trust’s management.  Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.  The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting.  Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  Our procedures included confirmation of securities owned as of October 31, 2014, by correspondence with the custodian.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fort Pitt Capital Total Return Fund as of October 31, 2014 the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania

December 30, 2014

19

Fort Pitt Capital Total Return Fund

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited)

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

Independent Trustees1

				Number of
				Portfolios	Other
				in Fund	Directorships
		Term of Office		Complex	Held
Name, Address	Position Held	and Length of	Principal Occupation	Overseen by	During Past
and Age	with the Trust	Time Served	During Past Five Years	Trustee2	Five Years3
Gail S. Duree	Trustee	Indefinite	Director, Alpha Gamma	1	Trustee,
(age 68)		term	Delta Housing Corporation		Advisors
615 E. Michigan Street		since	(collegiate housing management)		Series
Milwaukee, WI 53202		March	(2012 to present); Trustee and		Trust
		2014.	Chair (2000 to 2012), New		(for series
			Covenant Mutual Funds		not
			(1999-2012); Director and		affiliated
			Board Member, Alpha		with the
			Gamma Delta Foundation		Fund);
			(philanthropic organization)		Independent
			(2005 to 2011).		Trustee
					from 1999
					to 2012,
					New
					Covenant
					Mutual
					Funds.
Donald E. O’Connor	Trustee	Indefinite	Retired; former Financial	1	Trustee,
(age 78)		term	Consultant and former		Advisors
615 E. Michigan Street		since	Executive Vice President and		Series
Milwaukee, WI 53202		February	Chief Operating Officer of ICI		Trust (for
		1997.	Mutual Insurance Company		series not
			(until January 1997).		affiliated
					with the
					Fund);
					Trustee, The
					Forward
					Funds (33
					portfolios).

20

Fort Pitt Capital Total Return Fund

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited)

(Continued)

				Number of
				Portfolios	Other
				in Fund	Directorships
		Term of Office		Complex	Held
Name, Address	Position Held	and Length of	Principal Occupation	Overseen by	During Past
and Age	with the Trust	Time Served	During Past Five Years	Trustee2	Five Years3
George J. Rebhan	Trustee	Indefinite	Retired; formerly President,	1	Trustee,
(age 80)		term	Hotchkis and Wiley Funds		Advisors
615 E. Michigan Street		since	(mutual funds) (1985 to 1993).		Series
Milwaukee, WI 53202		May			Trust (for
		2002.			series not
					affiliated
					with the
					Fund);
					Independent
					Trustee
					from 1999
					to 2009,
					E*TRADE
					Funds.
George T. Wofford	Trustee	Indefinite	Retired; formerly Senior Vice	1	Trustee,
(age 75)		term	President, Federal Home Loan		Advisors
615 E. Michigan Street		since	Bank of San Francisco.		Series
Milwaukee, WI 53202		February			Trust (for
		1997.			series not
					affiliated
					with the
					Fund).
Interested Trustee
Joe D. Redwine4	Interested	Indefinite	President, CEO, U.S. Bancorp	1	Trustee,
(age 67)	Trustee	term	Fund Services, LLC		Advisors
615 E. Michigan Street		since	(May 1991 to present).		Series
Milwaukee, WI 53202		September			Trust (for
		2008.			series not
					affiliated
					with the
					Fund).
Officers
		Term of Office
Name, Address	Position Held	and Length of	Principal Occupation
and Age	with the Trust	Time Served	During Past Five Years
Joe D. Redwine	Chairman	Indefinite	President, CEO, U.S. Bancorp Fund Services, LLC
(age 67)	and Chief	term	(May 1991 to present).
615 E. Michigan Street	Executive	since
Milwaukee, WI 53202	Officer	September
		2007.

21

Fort Pitt Capital Total Return Fund

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited)

(Continued)

		Term of Office
Name, Address	Position Held	and Length of	Principal Occupation
and Age	with the Trust	Time Served	During Past Five Years3
Douglas G. Hess	President	Indefinite	Senior Vice President, Compliance and Administration,
(age 47)	and	term	U.S. Bancorp Fund Services, LLC (March 1997 to present).
615 E. Michigan Street	Principal	since
Milwaukee, WI 53202	Executive	June
	Officer	2003.
Cheryl L. King	Treasurer	Indefinite	Vice President, Compliance and Administration,
(age 53)	and	term	U.S. Bancorp Fund Services, LLC
615 E. Michigan Street	Principal	since	(October 1998 to present).
Milwaukee, WI 53202	Financial	December
	Officer	2007.
Kevin J. Hayden	Assistant	Indefinite	Assistant Vice President, Compliance and Administration,
(age 43)	Treasurer	term	U.S. Bancorp Fund Services, LLC (June 2005 to present).
615 E. Michigan Street		since
Milwaukee, WI 53202		September
		2013.
Albert Sosa	Assistant	Indefinite	Assistant Vice President, Compliance and Administration,
(age 44)	Treasurer	term	U.S. Bancorp Fund Services, LLC (June 2004 to present).
615 E. Michigan Street		since
Milwaukee, WI 53202		September
		2013.
Michael L. Ceccato	Vice	Indefinite	Senior Vice President, U.S. Bancorp Fund Services, LLC
(age 57)	President,	term	(February 2008 to present).
615 E. Michigan Street	Chief	since
Milwaukee, WI 53202	Compliance	September
	Officer and	2009.
	AML Officer
Jeanine M. Bajczyk, Esq.	Secretary	Indefinite	Senior Vice President and Counsel, U.S. Bancorp Fund
(age 49)		term	Services, LLC (May 2006 to present).
615 E. Michigan Street		since
Milwaukee, WI 53202		June 2007.

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

2 As of October 31, 2014, the Trust is comprised of 44 active portfolios managed by unaffiliated investment advisors.  The term “Fund Complex” applies only to the Fund.  The Fund does not hold itself out as related to any other series within the Trust for investment purposes, nor does it share the same investment adviser with any other series.

3 “Other Directorships Held” includes only directorships of companies required to register or file reports with the SEC under the Securities Exchange Act of 1934, as amended, (that is, “public companies”) or other investment companies registered under the 1940 Act.

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

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

22

Fort Pitt Capital Total Return Fund

HOUSEHOLDING

In an effort to decrease costs, the Fund intends to reduce the number of duplicate prospectuses, annual and semi-annual reports, proxy statements and other similar documents you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders the Transfer Agent reasonably believes are from the same family or household. Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 1-866-688-8775 to request individual copies of these documents.  Once the Transfer Agent receives notice to stop householding, the Transfer Agent will begin sending individual copies thirty days after receiving your request.  This policy does not apply to account statements.

PRIVACY POLICY

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

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

•  Information you give us orally; and/or

•  Information about your transactions with us or others.

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

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

23

FORT PITT CAPITAL TOTAL RETURN FUND

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

P.O. Box 701

Milwaukee, WI 53201-0701

1-866-688-8775

INVESTMENT ADVISOR

Fort Pitt Capital Group, Inc.

680 Andersen Drive

Foster Plaza Ten

Pittsburgh, Pennsylvania 15220

DISTRIBUTOR

Quasar Distributors, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

CUSTODIAN

U.S. Bank N.A.

1555 N. River Center Drive, Suite 302

Milwaukee, Wisconsin 53212

TRANSFER AGENT

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

1-866-688-8775

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Tait, Weller & Baker LLP

1818 Market Street, Suite 2400

Philadelphia, Pennsylvania 19103

LEGAL COUNSEL

Paul Hastings LLP

75 East 55th Street

New York, New York 10022

This report has been prepared for shareholders and may be distributed

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

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

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

relating to portfolio securities during the twelve months ended June 30, 2014 is available by

calling 1-866-688-8775 and on the SEC’s website at www.sec.gov.

The Fund’s complete schedule of portfolio holdings for the first and third quarters is filed with the

SEC on Form N-Q. The Fund’s Forms N-Q are available without charge, upon request, by calling

1-866-688-8775 and on the SEC’s website at www.sec.gov; the Fund’s Forms N-Q may be

reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and that information

on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Item 2. Code of Ethics.

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

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

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Trustees has determined that there is at least one audit committee financial expert serving on its audit committee.  Ms. Gail S. Duree is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

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

	FYE  10/31/2014	FYE  10/31/2013
Audit Fees	$15,400	$14,900
Audit-Related Fees	N/A	N/A
Tax Fees	$3,200	$3,100
All Other Fees	N/A	N/A

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

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

	FYE  10/31/2014	FYE  10/31/2013
Audit-Related Fees	0%	0%
Tax Fees	0%	0%
All Other Fees	0%	0%

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

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

Non-Audit Related Fees	FYE  10/31/2014	FYE  10/31/2013
Registrant	N/A	N/A
Registrant’s Investment Adviser	N/A	N/A

Item 5. Audit Committee of Listed Registrants.

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

Item 6. Investments.

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

(b) Not Applicable.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

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

Item 11. Controls and Procedures.

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

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

Item 12. Exhibits.

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

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

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

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

SIGNATURES

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

(Registrant)  Advisors Series Trust                              

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

Douglas G. Hess, President

Date   1/5/15                 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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

Douglas G. Hess, President

Date   1/5/15        

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

Cheryl L. King, Treasurer

Date   1/5/15

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