N-CSRS 1 hcmhcf-ncsrs.htm HUBER CAPITAL FUNDS SEMIANNUAL REPORT 4-30-13 hcmhcf-ncsrs.htm
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 St.
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 E. Wisconsin Ave., 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:  October 31, 2013


Date of reporting period:  April 30, 2013


 
 

 
Item 1. Reports to Stockholders.


______________________________________________________
 

 

 
HUBER CAPITAL EQUITY INCOME FUND
 
HUBER CAPITAL SMALL CAP VALUE FUND
 
HUBER CAPITAL DIVERSIFIED
LARGE CAP VALUE FUND
 
Investor Class
Institutional Class

 

 
______________________________________________________
 











SEMI-ANNUAL REPORT
April 30, 2013

 
 

 

May 16, 2013
 
Dear Shareholder:
 
The fiscal six-month period ended April 30, 2013 was characterized by double-digit increases in equity market indices across all market capitalizations.  For the period, the Huber Capital Equity Income Fund trailed its performance benchmark, the Huber Capital Small Cap Value Fund outperformed its performance benchmark, and the Huber Capital Diversified Large Cap Value Fund lagged its performance benchmark.
 
Equity Income Fund Review
 
For the fiscal six-month period ended April 30, 2013, the Equity Income Fund Investor Class and Institutional Class returned 15.25% and 15.39%, respectively, which underperformed the 16.31% total return of the Russell 1000® Value Index but outperformed the 14.42% total return of the S&P 500® Index.  The sectors that contributed most positively to the Fund’s performance relative to the benchmark Russell 1000® Value Index were Technology and Financial Services. The main sectors that lagged in relative performance were Health Care and Consumer Discretionary. Cash was also a detractor per the strong upmarket performance during the period. Stocks that contributed strongly to performance were Hewlett-Packard Co., CNO Financial Group, CA Inc., American International Group, Inc., and Tupperware Brands Corp.
 
Our portfolio was most positively impacted by our ownership in Hewlett-Packard Co., a technology, software, and service provider to businesses and individuals, which appreciated as the company performed better than expected and investors began to recognize a more positive trend in business fundamentals.  CNO Financial Group, a domestic insurance company, bought back stock at attractive prices, grew their book value with strong results, and redeployed capital into higher return-on-equity business segments. CA Inc., an enterprise management software and solutions company, saw its stock appreciate as investors anticipated a firming in business fundamentals. American International Group, Inc. (AIG), a global insurance company, outperformed following a secondary offering of its shares by the United States government. This offering ended the government’s involvement with AIG following the events of 2008.  In addition to finalizing this chapter, AIG’s operating performance continued to improve and we believe the outlook and valuation are compelling for long-term shareholders. Tupperware Brands Corp., a global direct seller of houseware products, continued to perform well operationally and recently attracted investor interest after materially boosting its dividend and upsizing its share buyback commitment.
 
For the six-month period, our portfolio was most negatively impacted by our ownership in Carpenter Technology Corp., a specialty metals manufacturer, which reported earnings that were lower than expectations due to weak demand
 

 
2

 

from general manufacturing customers and a short-term lull in aerospace-related orders as the commercial aerospace supply chain rationalizes from previously inflated levels. Our relative performance in Healthcare suffered due to our ownership in Merck & Co., Inc., a global, research-driven pharmaceutical company, as the company experienced disappointment in the performance of several important pipeline products and faster than expected deterioration in drugs that had recently lost patent protection. Within Consumer Discretionary, our ownership in Wal Mart Stores, Inc. and Aimia, Inc. also detracted from performance. Wal Mart Stores, Inc., the world’s largest retailer, underperformed due to a slowdown in same store sales.  Aimia, Inc., a leader in the loyalty card business, underperformed due to concern regarding the potential expiration of its relationship with a key bank partner in Canada, its most profitable market.  Given our esteemed view on Aimia’s management team, we believe a positive resolution is likely.
 
Small Cap Value Fund Review
 
For the fiscal six-month period ended April 30, 2013, the Small Cap Value Fund Investor Class and Institutional Class returned 20.40% and 20.66%, respectively, outperforming the benchmark Russell 2000® Value Index and the Russell 2000® Index, each generating a total return of 16.58%. The sectors that contributed most positively to the Fund’s performance relative to the benchmark Russell 2000® Value Index were Financial Services, Health Care, and Energy. The sectors that negatively impacted performance were Materials & Processing and Consumer Staples. Cash was also a detractor as the Fund experienced significant inflows during the period while there was strong upmarket performance. Stocks that contributed the most to performance were Virtus Investment Partners, Iconix Brand Group, Inc., CapLease, Inc., CNO Financial Group, Inc., and Innospec, Inc.
 
Virtus Investment Partners, an asset manager, continued to impressively grow its assets under management, likely as a result of their competitive line-up of investment offerings. Further, their stock has outperformed the broader financial services sector for the six-month period ending April 30, 2013. Iconix Brand Group, a brand licensing company, benefited from a massive share buyback, accretive acquisitions, and a stabilizing core business. CapLease, an office REIT (Real Estate Investment Trust), saw its shares rise due to positive market fundamentals for their business and continued strength in operations. Innospec, a specialty chemicals manufacturer, benefited from continuing strong operating performance in its Fuel Specialties division, which manufactures additives for motor fuels. The financial markets also reacted positively to the special dividend that the company paid near the end of 2012. CNO Financial Group was previously discussed in the Equity Income Fund Review section of this letter.
 
Our Health Care performance results benefitted from our ownership of Endo Health Solutions, Inc. and Tenet Healthcare Corp. Endo, a U.S. based diversified health care company, experienced share price appreciation on reports that the
 

 
3

 

current CEO will be replaced in coming months, as well as on continued speculation of a takeover. Tenet Healthcare, an operator of hospitals and outpatient medical centers, experienced strong appreciation in the six-month period on an improved cash outlook as well as a first quarter earnings beat.
 
Our Energy performance results were helped by our ownership of Cal Dive International, Inc., Superior Energy Services, Inc., and Ocean Rig UDW, Inc.  Cal Dive International, a marine contracting company to the offshore oil and natural gas industry, has begun to see an early recovery in their operating results. Strength in their international operations should continue to drive near-term results and looking forward, we believe that there is potential for meaningful earnings growth from domestic operations. Superior Energy Services, a diversified provider of specialized oilfield services and equipment, was positively affected by international offshore operations and the beginning of a recovery in their North American onshore services segment. Ocean Rig UDW, a pure-play in international deepwater drilling, is experiencing high demand for its assets and the firm is nearing the end of a multi-year new build cycle, which should generate substantial amounts of free cash flow for shareholders going forward.
 
Within Materials & Processing, our performance results were hurt by our ownership of Uranium Energy Corp. and Carpenter Technology Corp.  Uranium Energy Corp., a domestic uranium production and exploration company, saw its stock price decline as the spot market price for uranium declined to multi-year lows near $40 per pound.  Carpenter Technology was previously discussed in the Equity Income Fund Review section of this letter. Overhill Farms, Inc., a contract food manufacturer, was the main reason for our relatively poor performance within Consumer Staples. Overhill Farms has struggled with lower margins on new business, a negative mix shift, and cyclical pressures on its customer base.
 
Diversified Large Cap Value Fund Review
 
As the Fund incepted December 31, 2012, the following is for the four-month period ended April 30, 2013. The Diversified Large Cap Value Fund Investor Class and Institutional Class returned 9.40% and 9.60%, respectively, which underperformed the 14.01% total return of the Russell 1000® Value Index and the 12.74% total return of the broader S&P 500® Index. The sectors that contributed most positively to the Fund’s performance relative to the benchmark Russell 1000® Value Index were Utilities and Technology. The main sectors that lagged in relative performance were Materials & Processing and Financial Services. During this period, cash was the key detractor to the Fund’s performance versus the strong upmarket performance. Stocks that contributed the most to performance during the period were CNO Financial Group, Inc., Microsoft Corp., Exelon Corp., Vodafone Group PLC, and Herbalife Ltd.
 

 
4

 

CNO Financial Group was previously discussed in the Equity Income Fund Review section of this letter. Microsoft, a software, service, and hardware developer and manufacturer, gained on a solid earnings report and favorable outlook despite extraordinarily soft sales in personal computers. Exelon, an electric utility and merchant power producer, benefited from expectations for higher realized electricity prices for its largely nuclear-powered competitive electricity generation fleet. Vodafone Group, a global mobile telecommunication provider, appreciated strongly on reports that Verizon is considering the purchase of Vodafone’s 45% stake in Verizon Wireless. Herbalife, a direct seller of weight management and nutritional products through independent distributors, saw a rebound in its shares after a dramatic falloff due to negative publicity surrounding its business model.
 
Within Materials & Processing, our performance results were hurt primarily by our ownership of Carpenter Technology, which was discussed previously in the Equity Income Fund Review section of this letter. Within Financial Services, our performance results suffered from the development of our positions in JPMorgan Chase & Co., Bank of America Corp., MasterCard, Inc., and Cash America International, Inc. In the abbreviated four-month period, JPMorgan and Bank of America, both commercial banks, underperformed the broader financials sector due to concerns over their future revenue outlook.  Despite these market concerns, we continue to be pleased with continued cost reductions inside both JPMorgan and Bank of America and further strengthening of their capital bases. MasterCard, a global payment processor, underperformed due to transaction volume growth that fell below estimates both domestically and internationally. Cash America International, a provider of financial services to the underbanked, underperformed due to the precipitous drop in the price of gold and negative publicity regarding possible adverse regulatory activity.
 
Outlook
 
The equity markets provided positive results for the six-month period across all market capitalizations. Once the outcome of the U.S. election was decided and fears over the “fiscal cliff” abated, sentiment in the equity markets began to concentrate on the modestly better economic data including an improving housing market and improvements in the stubbornly high unemployment rate, while somewhat ignoring any concerns of a slowdown in China and the ongoing pressures in Europe. We are cognizant of the complex macroeconomic factors affecting global economies and will attempt to take advantage of any market dislocations by discovering new positions and adding to existing investments in companies whose stock prices trade at considerable discounts to our assessment of intrinsic value. Our process remains focused on bottom-up stock selection. In the Small Cap Value Fund, we are overweight in Materials & Processing, Consumer Discretionary, and Financial Services sectors, while being underweight in Technology, Producer Durables, Consumer Staples, Utilities,
 

 
5

 

Energy, and Health Care.  In the Equity Income Fund, we are overweight in Technology, Consumer Staples, and Health Care sectors, while being underweight in Producer Durables, Energy, Consumer Discretionary, Financial Services, Materials & Processing, and Utilities.  In the Diversified Large Cap Value Fund, we are overweight in Technology, Consumer Discretionary, Materials & Processing, Consumer Staples, and Utilities sectors, while being underweight in Energy, Producer Durables, Health Care, and Financial Services sectors.
 
Thank you for your support and for entrusting us with your investment dollars.  We will work hard to earn that trust and look forward to meeting your investment needs for years to come.
 
Sincerely,
 
The Huber Capital Management Team
 

 
Past performance is not a guarantee of future results.
 
Mutual fund investing involves risk.  Principal loss is possible.  The Funds may invest in foreign securities which involve greater volatility and political, economic and currency risks and differences in accounting methods. The risks are greater for investments in emerging markets. Additionally, the Funds are subject to sector emphasis risk meaning that companies in the same or related businesses may comprise a significant portion of a Fund’s portfolio and adversely affect the value of the portfolio to a greater extent than if such business comprised a lesser portion of a portfolio. Investments in Initial Public Offerings (IPO) carry additional risk such as market and liquidity risk and can fluctuate considerably. When the Fund’s asset base is small, the impact of IPOs on the Fund’s performance could be magnified.  Investments in smaller companies involve additional risks such as limited liquidity and greater volatility.
 
Fund holdings and sector allocations are subject to change at any time and should not be considered a recommendation to buy or sell any security.  Please see the Schedule of Investments in this report for complete fund holdings.
 
Current and future portfolio holdings are subject to risk.
 
The information provided herein represents the opinion of Huber Capital Management and is not intended to be a forecast of future events, a guarantee of future results, nor investment advice.
 
The S&P 500® Index, an unmanaged index, consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value.
 
The Russell 1000® Value Index measures the performance of those Russell 1000® companies with lower price-to-book ratios and lower forecasted growth values.
 
The Russell 2000® Index, an unmanaged index, is comprised of the 2,000 smallest companies in the Russell 3000® Index.
 
The Russell 2000® Value Index measures the performance of those Russell 2000® companies with lower price-to-book ratios and lower forecasted growth values.
 
The indexes do not reflect the payment of transaction costs, fees and expenses associated with an investment in the Funds.  The Funds’ value disciplines may prevent or restrict investment in major stocks in the benchmark indices.  It is not possible to invest directly in an index. The Funds’ returns may not correlate with the returns of their benchmark indexes.
 

 
6

 

Free Cash Flow is cash flow from operations less maintenance capital expenditures.  It is the cash flow, after required reinvestment in the business to sustain existing operations, that can be used for expansion, dividends, acquisitions, and share buybacks amongst other uses.
 
Book value is the net asset value of a company, calculated by subtracting total liabilities from total assets.
 
Return on Equity (ROE) is the ratio of net income divided by total shareholder’s equity.
 
 
 
7

 

Huber Funds
 
EXPENSE EXAMPLE – April 30, 2013 (Unaudited)

As a shareholder of a mutual fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, redemption fees, and exchange fees, and (2) ongoing costs, including management fees, distribution and/or service fees, and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.  The Huber Capital Equity Income Fund and Huber Capital Small Cap Value Fund Examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period (11/1/12 – 4/30/13).  The Huber Capital Diversified Large Cap Value Fund Example is based on an investment of $1,000 invested at the beginning of the period and held for the partial period (12/31/12 – 4/30/13).
 
Actual Expenses
For each class of the Huber Capital Equity Income Fund (“Equity Income Fund”), the Huber Capital Small Cap Value Fund (“Small Cap Value Fund”), and the Huber Capital Diversified Large Cap Value Fund (“Diversified Large Cap Value Fund”), two lines are presented in the tables below – the first line for each class provides information about actual account values and actual expenses.  Actual net expenses are limited to 1.49% for Investor Class shares and 0.99% for Institutional Class shares of the Equity Income Fund, 1.85% for Investor Class shares and 1.35% for Institutional Class shares of the Small Cap Value Fund and 1.25% for Investor Class shares and 0.75% for Institutional Class shares of the Diversified Large Cap Value Fund per the operating expenses limitation agreement. In addition, you may be assessed a fee for outgoing wire transfers, returned checks, and stop payment orders at prevailing rates charged by U.S. Bancorp Fund Services, LLC, the Funds’ transfer agent.  The Examples below include, but are not limited to, management fees, fund accounting, custody and transfer agent fees. You may use the information in 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” for your Fund and class to estimate the expenses you paid on your account during this period.
 
Hypothetical Example for Comparison Purposes
For each class of each Fund, the second line for each class provides information about hypothetical account values and hypothetical expenses based on the respective 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
 

 
8

 

Huber Funds
 
EXPENSE EXAMPLE – April 30, 2013 (Unaudited), Continued

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.
 
Equity Income Fund
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
11/1/12
4/30/13
11/1/12 – 4/30/13*
Investor Class Actual
$1,000.00
$1,152.50
$7.58
Investor Class Hypothetical
     
  (5% return before expenses)
$1,000.00
$1,017.75
$7.10
 
*
Expenses are equal to the Investor Class’ annualized expense ratio of 1.42% multiplied by the average account value over the period, multiplied by 181 (days in the most recent fiscal half-year)/365 days to reflect the one-half year expense.
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
11/1/12
4/30/13
11/1/12 – 4/30/13*
Institutional Class Actual
$1,000.00
$1,153.90
$5.29
Institutional Class Hypothetical
     
  (5% return before expenses)
$1,000.00
$1,019.89
$4.96
 
*
Expenses are equal to the Institutional Class’ annualized expense ratio of 0.99% multiplied by the average account value over the period, multiplied by 181 (days in the most recent fiscal half-year)/365 days to reflect the one-half year expense.
 
Small Cap Value Fund
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
11/1/12
4/30/13
11/1/12 – 4/30/13*
Investor Class Actual
$1,000.00
$1,204.00
$9.95
Investor Class Hypothetical
     
  (5% return before expenses)
$1,000.00
$1,015.77
$9.10
 
*
Expenses are equal to the Investor Class’ annualized expense ratio of 1.82% multiplied by the average account value over the period, multiplied by 181 (days in the most recent fiscal half-year)/365 days to reflect the one-half year expense.
 
 
 
9

 

Huber Funds
 
EXPENSE EXAMPLE – April 30, 2013 (Unaudited), Continued

 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
11/1/12
4/30/13
11/1/12 – 4/30/13*
Institutional Class Actual
$1,000.00
$1,206.60
$7.39
Institutional Class Hypothetical
     
  (5% return before expenses)
$1,000.00
$1,024.79
$6.78
 
*
Expenses are equal to the Institutional Class’ annualized expense ratio of 1.35% multiplied by the average account value over the period, multiplied by 181 (days in the most recent fiscal half-year)/365 days to reflect the one-half year expense.
 
Diversified Large Cap Value Fund
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
12/31/12
4/30/13
12/31/12 – 4/30/13*
Investor Class Actual
$1,000.00
$1,094.00
$4.34
Investor Class Hypothetical
     
  (5% return before expenses)
$1,000.00
$1,016.58
$4.18
 
*
Expenses are equal to the Investor Class’ annualized expense ratio of 1.25% multiplied by the average account value over the period, multiplied by 121 (days in the most recent fiscal half-year)/365 days to reflect the one-half year expense.
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
12/31/12
4/30/13
12/31/12 – 4/30/13*
Institutional Class Actual
$1,000.00
$1,096.00
$2.61
Institutional Class Hypothetical
     
  (5% return before expenses)
$1,000.00
$1,016.58
$2.51
 
*
Expenses are equal to the Institutional Class’ annualized expense ratio of 0.75% multiplied by the average account value over the period, multiplied by 121 (days in the most recent fiscal half-year)/365 days to reflect the one-half year expense.
 
 
 
10

 

Huber Funds
 
SECTOR ALLOCATION OF PORTFOLIO ASSETS – April 30, 2013 (Unaudited)

 
HUBER CAPITAL EQUITY INCOME FUND


 

HUBER CAPITAL SMALL CAP VALUE FUND


 

Percentages represent market value as a percentage of total investments.
 

 
11

 

Huber Funds
 
SECTOR ALLOCATION OF PORTFOLIO ASSETS – April 30, 2013 (Unaudited), Continued

 
HUBER CAPITAL DIVERSIFIED LARGE CAP VALUE FUND


 

Percentages represent market value as a percentage of total investments.
 

 
12

 

Huber Capital Equity Income Fund
 
SCHEDULE OF INVESTMENTS at April 30, 2013 (Unaudited)

Shares
 
COMMON STOCKS - 97.65%
 
Value
 
   
Advertising Agencies - 1.55%
     
  40,500  
Aimia, Inc. (a)
  $ 640,030  
     
 
Aerospace - 1.81%
       
  9,900  
Northrop Grumman Corp.
    749,826  
     
 
Air Transport - 0.91%
       
  4,000  
FedEx Corp.
    376,040  
     
 
Aluminum - 0.81%
       
  39,500  
Alcoa Inc.
    335,750  
     
 
Chemicals: Diversified - 0.88%
       
  3,900  
BASF SE - ADR
    363,870  
     
 
Computer Services, Software
       
     
  & Systems - 9.88%
       
  71,400  
CA Inc.
    1,925,658  
  58,000  
Microsoft Corp.
    1,919,800  
  7,200  
Oracle Corp.
    236,016  
            4,081,474  
     
Computer Technology - 2.82%
       
  56,600  
Hewlett Packard Co.
    1,165,960  
     
 
Consumer Lending - 2.80%
       
  26,500  
Cash America International, Inc.
    1,156,195  
     
 
Diversified Financial Services - 8.26%
       
  93,200  
Bank of America Corp.
    1,147,292  
  23,800  
Citigroup Inc.
    1,110,508  
  23,500  
JPMorgan Chase & Co.
    1,151,735  
            3,409,535  
     
Diversified Retail - 1.45%
       
  7,700  
Wal-Mart Stores, Inc.
    598,444  
     
 
Electronic Components - 0.98%
       
  9,310  
TE Connectivity Ltd.
    405,451  
     
 
Engineering & Contracting Services - 1.49%
       
  4,500  
Fluor Corp.
    256,410  
  11,930  
KBR, Inc.
    358,854  
            615,264  
 
The accompanying notes are an integral part of these financial statements.

 
13

 

Huber Capital Equity Income Fund
 
SCHEDULE OF INVESTMENTS at April 30, 2013 (Unaudited), Continued

Shares
     
Value
 
   
Financial Data & Systems - 3.67%
     
  1,500  
Mastercard, Inc. - Class A
  $ 829,395  
  46,300  
Western Union Co.
    685,703  
            1,515,098  
     
Foods - 5.55%
       
  9,100  
ConAgra Foods, Inc.
    321,867  
  39,400  
Herbalife Ltd. (a)
    1,564,574  
  16,500  
Tyson Foods, Inc. - Class A
    406,395  
            2,292,836  
     
Homebuilding - 0.88%
       
  11,202  
Lennar Corp. - Class B
    365,297  
     
 
Household Equipment & Products - 2.37%
       
  12,200  
Tupperware Brands Corp.
    979,660  
     
 
Insurance: Life - 6.34%
       
  231,200  
CNO Financial Group, Inc.
    2,617,184  
     
 
Insurance: Multi-Line - 3.14%
       
  31,300  
American International Group, Inc. (b)
    1,296,446  
     
 
Insurance: Property-Casualty - 2.67%
       
  35,400  
XL Group PLC
    1,102,356  
     
 
Oil Well Equipment & Services - 5.38%
       
  38,500  
Ensco PLC - Class A (a)
    2,220,680  
     
 
Oil: Crude Producers - 0.93%
       
  19,600  
Chesapeake Energy Corp.
    382,984  
     
 
Oil: Integrated - 4.56%
       
  6,100  
ConocoPhillips
    368,745  
  9,300  
Exxon Mobil Corp.
    827,607  
  10,100  
Royal Dutch Shell PLC - Class A - ADR
    686,497  
            1,882,849  
     
Pharmaceuticals - 12.52%
       
  4,100  
Actavis, Inc. (b)
    433,493  
  29,100  
Eli Lilly & Co.
    1,611,558  
  29,700  
Merck & Co., Inc.
    1,395,900  
  59,500  
Pfizer, Inc.
    1,729,665  
            5,170,616  
     
Specialty Retail - 0.98%
       
  5,500  
Home Depot, Inc.
    403,425  
 
The accompanying notes are an integral part of these financial statements.

 
14

 

Huber Capital Equity Income Fund
 
SCHEDULE OF INVESTMENTS at April 30, 2013 (Unaudited), Continued

Shares
     
Value
 
   
Steel - 1.55%
     
  14,200  
Carpenter Technology Corp.
  $ 638,432  
     
 
Tobacco - 3.91%
       
  16,900  
Philip Morris International, Inc.
    1,615,471  
     
 
Utilities: Electrical - 7.58%
       
  8,000  
American Electric Power Co., Inc.
    411,440  
  11,100  
Entergy Corp.
    790,653  
  35,500  
Exelon Corp.
    1,331,605  
  7,300  
NextEra Energy, Inc.
    598,819  
            3,132,517  
     
Utilities: Telecommunications - 1.98%
       
  26,800  
Vodafone Group PLC - ADR
    819,812  
     
TOTAL COMMON STOCKS
       
     
  (Cost $32,838,480)
    40,333,502  
               
     
SHORT-TERM INVESTMENTS - 2.32%
       
  478,724  
Fidelity Institutional Tax-Exempt
       
     
  Portfolio - Class I, 0.01% (c)
    478,724  
  478,724  
First American Tax Free Obligations
       
     
  Fund - Class Z, 0.03% (c)
    478,724  
     
TOTAL SHORT-TERM INVESTMENTS
       
     
  (Cost $957,448)
    957,448  
     
TOTAL INVESTMENTS IN SECURITIES
       
     
  (Cost $33,795,928) - 99.97%
    41,290,950  
     
Other Assets in Excess of Liabilities - 0.03%
    12,971  
     
NET ASSETS - 100.00%
  $ 41,303,921  

ADR - American Depository Receipt
(a)
Foreign issued security.
(b)
Non-income producing security.
(c)
Rate shown is the 7-day annualized yield as of April 30, 2013.
 
The accompanying notes are an integral part of these financial statements.

 
15

 

Huber Capital Small Cap Value Fund
 
SCHEDULE OF INVESTMENTS at April 30, 2013 (Unaudited)

Shares
 
COMMON STOCKS - 95.03%
 
Value
 
   
Aluminum - 2.23%
     
  50,469  
Kaiser Aluminum Corp.
  $ 3,179,547  
     
 
Asset Management & Custodian - 6.22%
       
  684,544  
Artio Global Investors, Inc.
    1,875,651  
  36,697  
Virtus Investment Partners, Inc. (a)
    7,009,127  
            8,884,778  
     
Banks: Diversified - 3.91%
       
  14,874  
First Citizens BancShares, Inc. - Class A
    2,772,811  
  489,248  
Park Sterling Corp. (a)(d)
    2,803,391  
            5,576,202  
     
Chemicals: Specialty - 3.46%
       
  112,156  
Innospec, Inc. (a)
    4,935,986  
     
 
Commercial Vehicles & Parts - 0.96%
       
  90,788  
Miller Industries, Inc.
    1,371,807  
     
 
Consumer Lending - 5.32%
       
  31,900  
Cash America International, Inc.
    1,391,797  
  246,620  
EZCORP, Inc. - Class A (a)
    4,167,878  
  59,646  
Nelnet, Inc. - Class A
    2,027,964  
            7,587,639  
     
Containers & Packaging - 0.61%
       
  42,835  
UFP Technologies, Inc. (a)
    869,122  
     
 
Diversified Manufacturing
       
     
  Operations - 4.91%
       
  245,336  
A. M. Castle & Co. (a)
    4,249,219  
  126,400  
Harsco Corp.
    2,759,312  
            7,008,531  
     
Engineering & Contracting Services - 1.15%
       
  92,476  
Argan, Inc.
    1,636,825  
     
 
Financial Data & Systems - 4.46%
       
  893,282  
Global Cash Access Holdings, Inc. (a)
    6,369,101  
     
 
Foods - 0.05%
       
  18,699  
Overhill Farms, Inc. (a)
    74,796  
     
 
Health Care Facilities - 1.59%
       
  49,901  
Tenet Healthcare Corp. (a)
    2,263,509  
     
 
Homebuilding - 1.80%
       
  78,703  
Lennar Corp. - Class B
    2,566,505  
 
The accompanying notes are an integral part of these financial statements.

 
16

 

Huber Capital Small Cap Value Fund
 
SCHEDULE OF INVESTMENTS at April 30, 2013 (Unaudited), Continued

Shares
     
Value
 
   
Household Equipment & Products - 2.41%
     
  42,920  
Tupperware Brands Corp.
  $ 3,446,476  
     
 
Insurance: Life - 6.44%
       
  811,445  
CNO Financial Group, Inc.
    9,185,557  
     
 
Insurance: Property-Casualty - 3.60%
       
  165,110  
XL Group PLC
    5,141,525  
     
 
Leisure Time - 1.50%
       
  210,322  
Callaway Golf Co.
    1,409,157  
  38,602  
Interval Leisure Group, Inc.
    735,754  
            2,144,911  
     
Machinery: Industrial - 1.08%
       
  673,400  
Armtec Infrastructure Trust Unit (a)(b)(d)
    1,537,367  
     
 
Metal Fabricating - 1.98%
       
  476,825  
Mueller Water Products, Inc. - Class A
    2,822,804  
     
 
Metals & Mining: Diversified - 1.99%
       
  1,831,084  
Uranium Energy Corp. (a)
    2,838,180  
     
 
Office Supplies Equipment - 2.22%
       
  104,400  
Lexmark International, Inc. - Class A
    3,164,364  
     
 
Offshore Drilling & Other Services - 1.92%
       
  167,244  
Ocean Rig UDW, Inc. (a)(b)
    2,739,456  
     
 
Oil Well Equipment & Services - 2.77%
       
  1,452,752  
Cal Dive International, Inc. (a)
    2,426,096  
  55,300  
Superior Energy Services, Inc. (a)
    1,525,727  
            3,951,823  
     
Paper - 1.60%
       
  77,300  
Kapstone Paper and Packaging Corp. (a)
    2,286,534  
     
 
Pharmaceuticals - 2.16%
       
  84,200  
Endo Health Solutions, Inc. (a)
    3,085,088  
     
 
Real Estate Investment
       
     
  Trusts (REITs) - 9.60%
       
  819,144  
CapLease, Inc.
    5,750,391  
  79,700  
Government Properties Income Trust
    2,076,185  
  148,398  
Granite Real Estate Investment Trust (b)
    5,869,141  
            13,695,717  
     
Rental & Leasing Services: Consumer - 3.48%
       
  142,016  
Rent-A-Center, Inc.
    4,960,619  
 
The accompanying notes are an integral part of these financial statements.

 
17

 

Huber Capital Small Cap Value Fund
 
SCHEDULE OF INVESTMENTS at April 30, 2013 (Unaudited), Continued

Shares
     
Value
 
   
Restaurants - 2.40%
     
  86,900  
Boston Pizza Royalties Income Fund (b)(d)
  $ 2,031,361  
  118,200  
Pizza Pizza Royalty Corp. (b)(d)
    1,314,050  
  22,300  
Second Cup Royalty Income Fund Unit (b)
    88,541  
            3,433,952  
     
Specialty Retail - 1.16%
       
  508,283  
Wet Seal, Inc. (a)
    1,657,003  
     
Steel - 1.75%
       
  55,791  
Carpenter Technology Corp.
    2,508,364  
     
Telecommunication Equipment - 1.94%
       
  168,306  
Arris Group, Inc. (a)
    2,778,732  
     
Textiles, Apparel & Shoes - 3.72%
       
  185,300  
Iconix Brand Group, Inc. (a)
    5,308,845  
     
Utilities: Electrical - 4.64%
       
  113,126  
Great Plains Energy, Inc.
    2,729,730  
  145,500  
NV Energy, Inc.
    3,147,165  
  23,000  
Portland General Electric Co.
    741,750  
            6,618,645  
     
TOTAL COMMON STOCKS
       
     
  (Cost $117,124,145)
    135,630,310  
               
     
SHORT-TERM INVESTMENTS - 3.53%
       
  2,520,468  
Fidelity Institutional Tax-Exempt
       
     
  Portfolio - Class I, 0.01% (c)
    2,520,468  
  2,520,468  
First American Tax Free Obligations
       
     
  Fund - Class Z, 0.03% (c)
    2,520,468  
     
TOTAL SHORT-TERM INVESTMENTS
       
     
  (Cost $5,040,936)
    5,040,936  
     
TOTAL INVESTMENTS IN SECURITIES
       
     
  (Cost $122,165,081) - 98.56%
    140,671,246  
     
Other Assets in Excess of Liabilities - 1.44%
    2,049,612  
     
NET ASSETS - 100.00%
  $ 142,720,858  
 
ADR - American Depository Receipt
(a)
Non-income producing security.
(b)
Foreign issued security.
(c)
Rate shown is the 7-day annualized yield as of April 30, 2013.
(d)
Security is considered illiquid.  As of April 30, 2013, the value of these investments was $7,686,169 or 5.39% of net assets.
 
The accompanying notes are an integral part of these financial statements.

 
18

 

Huber Capital Diversified Large Cap Value Fund
 
SCHEDULE OF INVESTMENTS at April 30, 2013 (Unaudited)

Shares
 
COMMON STOCKS - 96.16%
 
Value
 
   
Advertising Agencies - 1.39%
     
  1,000  
Aimia, Inc. (a)
  $ 15,820  
     
 
Beverage: Soft Drinks - 1.11%
       
  300  
Coca Cola Co.
    12,699  
     
 
Chemicals: Diversified - 1.64%
       
  200  
BASF SE - ADR
    18,660  
     
 
Computer Services, Software
       
     
  & Systems - 10.20%
       
  2,100  
CA, Inc.
    56,637  
  1,600  
Microsoft Corp.
    52,960  
  200  
Oracle Corp.
    6,556  
            116,153  
     
Computer Technology - 2.71%
       
  1,500  
Hewlett-Packard Co.
    30,900  
     
 
Consumer Lending - 3.06%
       
  800  
Cash America International, Inc.
    34,904  
     
 
Diversified Financial Services - 11.53%
       
  2,500  
Bank of America Corp.
    30,775  
  1,000  
Citigroup Inc.
    46,660  
  1,100  
JPMorgan Chase & Co.
    53,911  
            131,346  
     
Diversified Retail - 2.05%
       
  300  
Wal-Mart Stores, Inc.
    23,316  
     
 
Electronic Components - 1.15%
       
  300  
TE Connectivity Ltd.
    13,065  
     
 
Engineering & Contracting Services - 1.06%
       
  400  
KBR, Inc.
    12,032  
     
 
Financial Data & Systems - 4.61%
       
  95  
Mastercard, Inc. - Class A
    52,528  
     
 
Foods - 2.79%
       
  800  
Herbalife Ltd. (a)
    31,768  
     
 
Homebuilding - 3.15%
       
  1,100  
Lennar Corp. - Class B
    35,871  
     
 
Household Equipment & Products - 4.23%
       
  600  
Tupperware Brands Corp.
    48,180  
 
The accompanying notes are an integral part of these financial statements.

 
19

 

Huber Capital Diversified Large Cap Value Fund
 
SCHEDULE OF INVESTMENTS at April 30, 2013 (Unaudited), Continued

Shares
     
Value
 
   
Insurance: Life - 2.39%
     
  2,400  
CNO Financial Group, Inc.
  $ 27,168  
     
 
Insurance: Multi-Line - 2.91%
       
  800  
American International Group, Inc. (b)
    33,136  
     
 
Insurance: Property-Casualty - 1.64%
       
  600  
XL Group PLC
    18,684  
     
 
Offshore Drilling & Other Services - 4.32%
       
  3,000  
Ocean Rig UDW, Inc. (a)(b)
    49,140  
     
 
Oil Well Equipment & Services - 2.53%
       
  500  
Ensco PLC - Class A (a)
    28,840  
     
 
Oil: Crude Producers - 1.20%
       
  700  
Chesapeake Energy Corp.
    13,678  
     
 
Pharmaceuticals - 8.32%
       
  100  
Actavis, Inc. (b)
    10,573  
  800  
Merck & Co., Inc.
    37,600  
  1,600  
Pfizer, Inc.
    46,512  
            94,685  
     
Scientific Instruments:  Control & Filter - 1.39%
       
  100  
Flowserve Corp.
    15,812  
     
 
Specialty Retail - 1.29%
       
  200  
Home Depot, Inc.
    14,670  
     
 
Steel - 5.13%
       
  1,300  
Carpenter Technology Corp.
    58,448  
     
 
Tobacco - 4.20%
       
  500  
Philip Morris International, Inc.
    47,795  
     
 
Utilities: Electrical - 6.13%
       
  400  
Entergy Corp.
    28,492  
  1,100  
Exelon Corp.
    41,261  
            69,753  
     
Utilities: Telecommunications - 4.03%
       
  1,500  
Vodafone Group PLC - ADR
    45,885  
     
TOTAL COMMON STOCKS
       
     
  (Cost $1,006,735)
    1,094,936  
 
The accompanying notes are an integral part of these financial statements.

 
20

 

Huber Capital Diversified Large Cap Value Fund
 
SCHEDULE OF INVESTMENTS at April 30, 2013 (Unaudited), Continued

Shares
 
SHORT-TERM INVESTMENTS - 2.16%
 
Value
 
  12,305  
Fidelity Institutional Tax-Exempt
     
     
  Portfolio - Class I, 0.01% (c)
  $ 12,305  
  12,306  
First American Tax Free Obligations
       
     
  Fund - Class Z, 0.03% (c)
    12,306  
     
TOTAL SHORT-TERM INVESTMENTS
       
     
  (Cost $24,611)
    24,611  
     
TOTAL INVESTMENTS IN SECURITIES
       
     
  (Cost $1,031,346) - 98.32%
    1,119,547  
     
Assets in Excess of Other Liabilities - 1.68%
    19,112  
     
NET ASSETS - 100.00%
  $ 1,138,659  

ADR - American Depository Receipt
(a)
Foreign issued security.
(b)
Non-income producing security.
(c)
Rate shown is the 7-day annualized yield as of April 30, 2013.
 
The accompanying notes are an integral part of these financial statements.

 
21

 

Huber Funds
 
STATEMENTS OF ASSETS AND LIABILITIES at April 30, 2013 (Unaudited)

               
Huber Capital
 
   
Huber Capital
   
Huber Capital
   
Diversified
 
   
Equity
   
Small Cap
   
Large Cap
 
   
Income Fund
   
Value Fund
   
Value Fund
 
ASSETS
                 
Investments in securities, at value
                 
  (identified cost $33,795,928, $122,165,081
                 
  and $1,031,346, respectively)
  $ 41,290,950     $ 140,671,246     $ 1,119,547  
Receivables
                       
Fund shares sold
    9,011       3,989,029        
Investment securities sold
    77,430             41,994  
Dividends and interest
    13,405       103,441       574  
Dividend tax reclaim
    2,796       3,262       77  
Prepaid expenses
    21,040       54,939       30,545  
Total assets
    41,414,632       144,821,917       1,192,737  
LIABILITIES
                       
Payables
                       
Fund shares purchased
          17,681        
Investment securities purchased
    52,720       1,873,087       21,966  
Advisory fees
    12,025       113,449        
Due to Adviser (Note 4)
                1,283  
12b-1 fees
    10,789       56,107       21  
Administration fees
    8,922       23,297       5,651  
Audit fees
    9,416       9,416       5,832  
Chief Compliance Officer fee
    893       893       1,435  
Custody fees
    738             1,181  
Fund accounting fees
    6,520       5,008       5,169  
Shareholder servicing fees
    261             8  
Transfer agent fees and expenses
    7,705       2,092       6,723  
Accrued expenses
    722       29       4,809  
Total liabilities
    110,711       2,101,059       54,078  
NET ASSETS
  $ 41,303,921     $ 142,720,858     $ 1,138,659  
 
The accompanying notes are an integral part of these financial statements.

 
22

 

Huber Funds
 
STATEMENTS OF ASSETS AND LIABILITIES at April 30, 2013 (Unaudited), Continued

               
Huber Capital
 
   
Huber Capital
   
Huber Capital
   
Diversified
 
   
Equity
   
Small Cap
   
Large Cap
 
   
Income Fund
   
Value Fund
   
Value Fund
 
CALCULATION OF NET ASSET
                 
  VALUE PER SHARE
                 
Investor Class
                 
Net assets applicable to shares outstanding
  $ 8,042,283     $ 93,035,138     $ 42,611  
Shares issued and outstanding
                       
  [unlimited number of shares
                       
  (par value $0.01) authorized]
    691,081       6,177,026       3,894  
Net asset value, offering and
                       
  redemption price per share (Note 1)
  $ 11.64     $ 15.06     $ 10.94  
Institutional Class
                       
Net assets applicable to shares outstanding
  $ 33,261,638     $ 49,685,720     $ 1,096,048  
Shares issued and outstanding
                       
  [unlimited number of shares
                       
  (par value $0.01) authorized]
    2,851,433       3,277,176       100,000  
Net asset value, offering and
                       
  redemption price per share (Note 1)
  $ 11.66     $ 15.16     $ 10.96  
COMPONENTS OF NET ASSETS
                       
Paid-in capital
  $ 34,169,482     $ 124,365,971     $ 1,040,000  
Undistributed net investment income/(loss)
    121,534       (37,619 )     3,254  
Accumulated net realized
                       
  gain/(loss) on investments
    (482,117 )     (114,064 )     7,204  
Net unrealized appreciation on investments
    7,495,022       18,506,570       88,201  
Net assets
  $ 41,303,921     $ 142,720,858     $ 1,138,659  
 
The accompanying notes are an integral part of these financial statements.

 
23

 

Huber Funds
 
STATEMENTS OF OPERATIONS For the Period Ended April 30, 2013 (Unaudited)

               
Huber Capital
 
   
Huber Capital
   
Huber Capital
   
Diversified
 
   
Equity
   
Small Cap
   
Large Cap
 
   
Income Fund
   
Value Fund
   
Value Fund*
 
INVESTMENT INCOME
                 
Dividends (net of foreign taxes and
                 
  issuance fees withheld of $6,257,
                 
  $23,754 and $141, respectively)
  $ 399,644     $ 782,661     $ 5,908  
Interest
    27       183       1  
Total investment income
    399,671       782,844       5,909  
Expenses
                       
Advisory fees (Note 4)
    160,633       543,054       2,613  
Administration fees (Note 4)
    26,670       53,110       13,041  
Transfer agent fees
                       
  and expenses (Note 4)
    25,258       33,102       14,476  
Fund accounting fees (Note 4)
    20,315       20,300       11,819  
Registration fees
    13,718       16,518       11,687  
Distribution fees -
                       
  Investor Class (Note 6)
    10,454       58,008       21  
Audit fees
    9,433       9,433       5,832  
Shareholder servicing fees -
                       
  Investor Class (Note 5)
    7,621       50,680       21  
Legal fees
    4,127       4,239       2,349  
Custody fees (Note 4)
    3,414       6,239       2,661  
Chief Compliance
                       
  Officer fee (Note 4)
    2,976       2,976       2,935  
Trustee fees
    2,658       2,896       1,958  
Miscellaneous expense
    1,593       1,952       549  
Insurance expense
    1,183       1,391        
Reports to shareholders
    694       1,585       2,583  
Total expenses
    290,747       805,483       72,545  
Less: advisory fee waiver and
                       
  expense reimbursement (Note 4)
    (112,039 )     (153,733 )     (69,890 )
Net expenses
    178,708       651,750       2,655  
Net investment income
    220,963       131,094       3,254  
REALIZED AND UNREALIZED
                       
  GAIN ON INVESTMENTS
                       
Net realized gain on investments
    187,608       7,049       7,204  
Net change in unrealized
                       
  appreciation on investments
    4,551,844       12,798,432       88,201  
Net realized and unrealized
                       
  gain on investments
    4,739,452       12,805,481       95,405  
Net Increase in Net Assets
                       
  Resulting from Operations
  $ 4,960,415     $ 12,936,575     $ 98,659  

*  Commenced operations on December 31, 2012.
 
The accompanying notes are an integral part of these financial statements.

 
24

 

(This Page Intentionally Left Blank.)
 

 
25

 

Huber Capital Equity Income Fund
 
STATEMENTS OF CHANGES IN NET ASSETS

   
Six Months Ended
       
   
April 30, 2013
   
Year Ended
 
   
(Unaudited)
   
October 31, 2012
 
INCREASE/(DECREASE) IN NET ASSETS FROM:
           
OPERATIONS
           
Net investment income
  $ 220,963     $ 181,078  
Net realized gain on investments
    187,608       115,369  
Net change in unrealized
               
  appreciation on investments
    4,551,844       1,854,718  
Net increase in net assets
               
  resulting from operations
    4,960,415       2,151,165  
DISTRIBUTIONS TO SHAREHOLDERS
               
From net investment income
               
    Investor Class
    (64,584 )     (20,720 )
    Institutional Class
    (182,880 )     (38,530 )
Total distributions to shareholders
    (247,464 )     (59,250 )
CAPITAL SHARE TRANSACTIONS
               
Net increase in net assets derived from
               
  net change in outstanding shares (a)
    13,400,661       14,135,996  
Total increase in net assets
    18,113,612       16,227,911  
NET ASSETS
               
Beginning of period
    23,190,309       6,962,398  
End of period
  $ 41,303,921     $ 23,190,309  
Undistributed net investment
               
  income at end of period
  $ 121,534     $ 148,035  
 
(a)
A summary of share transactions is as follows:
 
   
Investor Class
 
   
Six Months Ended
   
Year Ended
 
   
April 30, 2013 (Unaudited)
   
October 31, 2012
 
   
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
Shares sold
    58,845     $ 645,453       288,435     $ 2,745,740  
Shares issued on
                               
  reinvestments
                               
  of distributions
    6,308       64,340       2,384       20,720  
Shares redeemed**
    (185,075 )     (2,068,080 )     (99,944 )     (922,190 )
Net increase/(decrease)
    (119,922 )   $ (1,358,287 )     190,875     $ 1,844,270  
** Net of redemption
                               
  fees of
          $ 269             $ 674  
 
The accompanying notes are an integral part of these financial statements.

 
26

 

Huber Capital Equity Income Fund
 
STATEMENTS OF CHANGES IN NET ASSETS, Continued

   
Institutional Class
 
   
Six Months Ended
   
Year Ended
 
   
April 30, 2013 (Unaudited)
   
October 31, 2012
 
   
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
Shares sold
    1,417,378     $ 15,087,404       1,341,038     $ 12,753,266  
Shares issued on
                               
  reinvestments
                               
  of distributions
    14,207       145,056       4,444       38,530  
Shares redeemed**
    (44,748 )     (473,512 )     (50,259 )     (500,070 )
Net increase
    1,386,837     $ 14,758,948       1,295,223     $ 12,291,726  
** Net of redemption
                               
  fees of
          $             $ 1  
 
The accompanying notes are an integral part of these financial statements.

 
27

 

Huber Capital Small Cap Value Fund
 
STATEMENTS OF CHANGES IN NET ASSETS

   
Six Months Ended
       
   
April 30, 2013
   
Year Ended
 
   
(Unaudited)
   
October 31, 2012
 
INCREASE/(DECREASE) IN NET ASSETS FROM:
           
OPERATIONS
           
Net investment income/(loss)
  $ 131,094     $ (55,436 )
Net realized gain on investments
    7,049       5,870  
Net change in unrealized
               
  appreciation on investments
    12,798,432       4,515,672  
Net increase in net assets
               
  resulting from operations
    12,936,575       4,466,106  
DISTRIBUTIONS TO SHAREHOLDERS
               
From net investment income
               
    Investor Class
    (52,673 )      
    Institutional Class
    (60,383 )      
From net realized gain on investments
               
    Investor Class
    (3,475 )      
    Institutional Class
    (3,539 )      
Total distributions to shareholders
    (120,070 )      
CAPITAL SHARE TRANSACTIONS
               
Net increase in net assets derived from
               
  net change in outstanding shares (a)
    89,429,451       24,176,393  
Total increase in net assets
    102,245,956       28,642,499  
NET ASSETS
               
Beginning of period
    40,474,902       11,832,403  
End of period
  $ 142,720,858     $ 40,474,902  
Undistributed net investment
               
  loss at end of period
  $ (37,619 )   $ (55,657 )
 
(a)
A summary of share transactions is as follows:
 
   
Investor Class
 
   
Six Months Ended
   
Year Ended
 
   
April 30, 2013 (Unaudited)
   
October 31, 2012
 
   
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
Shares sold
    4,983,564     $ 72,269,287       1,039,133     $ 12,115,635  
Shares issued on
                               
  reinvestments
                               
  of distributions
    4,148       54,253              
Shares redeemed**
    (480,089 )     (6,921,565 )     (407,196 )     (4,921,314 )
Net increase
    4,507,623     $ 65,401,975       631,937     $ 7,194,321  
** Net of redemption
                               
  fees of
          $ 11,831             $ 3,336  
 
The accompanying notes are an integral part of these financial statements.

 
28

 

Huber Capital Small Cap Value Fund
 
STATEMENTS OF CHANGES IN NET ASSETS, Continued

   
Institutional Class
 
   
Six Months Ended
   
Year Ended
 
   
April 30, 2013 (Unaudited)
   
October 31, 2012
 
   
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
Shares sold
    1,765,390     $ 24,578,484       1,665,352     $ 19,929,312  
Shares issued on
                               
  reinvestments
                               
  of distributions
    3,843       50,535              
Shares redeemed**
    (42,803 )     (601,543 )     (238,501 )     (2,947,240 )
Net increase
    1,726,430     $ 24,027,476       1,426,851     $ 16,982,072  
** Net of redemption
                               
  fees of
          $ 1,273             $ 22  
 
The accompanying notes are an integral part of these financial statements.

 
29

 

Huber Capital Diversified Large Cap Value Fund
 
STATEMENT OF CHANGES IN NET ASSETS

   
December 31, 2012*
 
   
to
 
   
April 30, 2013
 
   
(Unaudited)
 
INCREASE IN NET ASSETS FROM:
     
OPERATIONS
     
Net investment loss
  $ 3,254  
Net realized gain on investments
    7,204  
Net change in unrealized appreciation on investments
    88,201  
Net increase in net assets resulting from operations
    98,659  
CAPITAL SHARE TRANSACTIONS
       
Net increase in net assets derived from
       
  net change in outstanding shares (a)
    1,040,000  
Total increase in net assets
    1,138,659  
NET ASSETS
       
Beginning of period
     
End of period
  $ 1,138,659  
Undistributed net investment loss at end of period
  $ 3,254  
 
(a)
A summary of share transactions is as follows:
 
   
Investor Class
 
   
December 31, 2012*
 
   
to April 30, 2013 (Unaudited)
 
   
Shares
   
Paid-in Capital
 
Shares sold
    3,894     $ 40,000  
Net increase
    3,894     $ 40,000  
                 
   
Institutional Class
 
   
December 31, 2012*
 
   
to April 30, 2013 (Unaudited)
 
   
Shares
   
Paid-in Capital
 
Shares sold
    100,000     $ 1,000,000  
Net increase
    100,000     $ 1,000,000  
 
*  Commencement of operations.
 
The accompanying notes are an integral part of these financial statements.

 
30

 

Huber Capital Equity Income Fund
 
FINANCIAL HIGHLIGHTS – For a share outstanding throughout each period

Investor Class
   
Six Months
                               
   
Ended
                               
   
April 30,
                               
   
2013
   
Year Ended October 31,
 
   
(Unaudited)
   
2012
   
2011
   
2010
   
2009
   
2008
 
Net asset value,
                                   
  beginning of period
  $ 10.18     $ 8.82     $ 8.02     $ 6.84     $ 5.30     $ 11.73  
Income from
                                               
  investment operations:
                                               
Net investment income
    0.06 ^     0.10 ^     0.06 ^     0.04       0.05       0.08  
Net realized and unrealized
                                               
  gain/(loss) on investments
                                               
  and foreign currency
                                               
  related transactions
    1.48       1.30       0.79       1.18       1.57       (6.07 )
Total from investment operations
    1.54       1.40       0.85       1.22       1.62       (5.99 )
                                                 
Less distributions:
                                               
From net investment income
    (0.08 )     (0.04 )     (0.05 )     (0.04 )     (0.08 )     (0.02 )
From net realized gain
                                               
  on investments
                                  (0.42 )
Total distributions
    (0.08 )     (0.04 )     (0.05 )     (0.04 )     (0.08 )     (0.44 )
Redemption fees retained
    0.00 ^+     0.00 ^+                        
                                                 
Net asset value, end of period
  $ 11.64     $ 10.18     $ 8.82     $ 8.02     $ 6.84     $ 5.30  
                                                 
Total return
    15.25 %‡     15.91 %     10.60 %     17.84 %     31.37 %     -52.82 %
                                                 
Ratios/supplemental data:
                                               
Net assets, end of
                                               
  period (thousands)
  $ 8,042     $ 8,255     $ 5,469     $ 4,728     $ 2,200     $ 1,085  
Ratio of expenses to
                                               
  average net assets:
                                               
Before expense reimbursement
    2.12 %†     2.97 %     4.34 %     5.63 %     12.89 %     10.73 %
After expense reimbursement
    1.42 %†     1.49 %     1.49 %     1.49 %     1.49 %     1.49 %
Ratio of net investment income/
                                               
 (loss) to average net assets:
                                               
Before expense reimbursement
    0.50 %†     (0.44 %)     (2.12 %)     (3.54 %)     (10.37 %)     (8.35 %)
After expense reimbursement
    1.20 %†     1.05 %     0.73 %     0.60 %     1.03 %     0.89 %
Portfolio turnover rate
    7.48 %‡     7.88 %     20.39 %     21.76 %     52.99 %     98.32 %

+
Less than $0.005.
^
Based on average shares outstanding.
Annualized.
Not annualized.
 
The accompanying notes are an integral part of these financial statements.

 
31

 

Huber Capital Equity Income Fund
 
FINANCIAL HIGHLIGHTS – For a share outstanding throughout each period

Institutional Class
   
Six Months
         
October 25,
 
   
Ended
   
Year
    2011*  
   
April 30,
   
Ended
   
through
 
   
2013
   
October 31,
   
October 31,
 
   
(Unaudited)
   
2012
      2011  
Net asset value, beginning of period
  $ 10.20     $ 8.82     $ 8.60  
                         
Income from investment operations:
                       
Net investment income
    0.08 ^     0.13 ^     0.00 ^+
Net realized and unrealized gain
                       
  on investments and foreign
                       
  currency related transactions
    1.48       1.31       0.22  
Total from investment operations
    1.56       1.44       0.22  
                         
Less distributions:
                       
From net investment income
    (0.10 )     (0.06 )      
Total distributions
    (0.10 )     (0.06 )      
Redemption fees retained
    0.00 ^+     0.00 ^+      
                         
Net asset value, end of period
  $ 11.66     $ 10.20     $ 8.82  
                         
Total return
    15.39 %‡     16.42 %     2.56 %‡
                         
Ratios/supplemental data:
                       
Net assets, end of period (thousands)
  $ 33,262     $ 14,935     $ 1,493  
Ratio of expenses to average net assets:
                       
Before expense reimbursement
    1.68 %†     2.43 %     2.03 %†
After expense reimbursement
    0.99 %†     0.99 %     0.99 %†
Ratio of net investment income/(loss)
                       
  to average net assets:
                       
Before expense reimbursement
    0.73 %†     (0.09 %)     (1.34 %)†
After expense reimbursement
    1.42 %†     1.35 %     (0.30 %)†
Portfolio turnover rate
    7.48 %‡     7.88 %     20.39 %#

*
Commencement of operations.
+
Less than $0.005.
^
Based on average shares outstanding.
#
Portfolio turnover rate calculated for the period ended October 31, 2011.
Annualized.
Not annualized.
 
The accompanying notes are an integral part of these financial statements.

 
32

 

Huber Capital Small Cap Value Fund
 
FINANCIAL HIGHLIGHTS – For a share outstanding throughout each period

Investor Class
   
Six Months
                               
   
Ended
                               
   
April 30,
                               
   
2013
   
Year Ended October 31,
 
   
(Unaudited)
   
2012
   
2011
   
2010
   
2009
   
2008
 
Net asset value,
                                   
  beginning of period
  $ 12.54     $ 10.19     $ 9.32     $ 7.13     $ 4.96     $ 8.98  
Income from
                                               
  investment operations:
                                               
Net investment income/(loss)
    0.01 ^     (0.05 )^     (0.08 )^     0.01 ^     0.02       (0.01 )
Net realized and unrealized
                                               
  gain/(loss) on investments
                                               
  and foreign currency
                                               
  related transactions
    2.54       2.40       0.97       2.21       2.15       (3.79 )
Total from investment operations
    2.55       2.35       0.89       2.22       2.17       (3.80 )
                                                 
Less distributions:
                                               
From net investment income
    (0.03 )           (0.02 )     (0.03 )     (0.00 )+     (0.01 )
From net realized gain
                                               
  on investments
    (0.00 )+                             (0.21 )
Total distributions
    (0.03 )           (0.02 )     (0.03 )     (0.00 )+     (0.22 )
Redemption fees retained
    0.00 ^+     0.00 ^+     0.00 ^+     0.00 ^+            
                                                 
Net asset value, end of period
  $ 15.06     $ 12.54     $ 10.19     $ 9.32     $ 7.13     $ 4.96  
                                                 
Total return
    20.40 %‡     23.06 %     9.50 %     31.22 %     43.77 %     -43.22 %
                                                 
Ratios/supplemental data:
                                               
Net assets, end
                                               
  of period (thousands)
  $ 93,035     $ 20,935     $ 10,570     $ 5,247     $ 2,566     $ 1,356  
Ratio of expenses to
                                               
  average net assets:
                                               
Before expense reimbursement
    2.19 %†     2.71 %     3.43 %     5.75 %     11.37 %     11.93 %
After expense reimbursement
    1.82 %†     1.85 %     1.99 %#     1.99 %     1.99 %     1.99 %
Ratio of net investment income/
                                               
 (loss) to average net assets:
                                               
Before expense reimbursement
    (0.28 %)†     (1.26 %)     (2.16 %)     (3.59 %)     (8.93 %)     (10.17 %)
After expense reimbursement
    0.09 %†     (0.40 %)     (0.72 %)     0.17 %     0.45 %     (0.23 %)
Portfolio turnover rate
    0.42 %‡     16.29 %     11.83 %     23.70 %     55.86 %     54.32 %

+
Less than $0.005.
^
Based on average shares outstanding.
#
Effective October 25, 2011, the Advisor has reduced the expense cap to 1.85%.
Annualized.
Not annualized.
 
The accompanying notes are an integral part of these financial statements.

 
33

 

Huber Capital Small Cap Value Fund
 
FINANCIAL HIGHLIGHTS – For a share outstanding throughout each period

Institutional Class
   
Six Months
         
October 25,
 
   
Ended
   
Year
    2011*  
   
April 30,
   
Ended
   
through
 
   
2013
   
October 31,
   
October 31,
 
   
(Unaudited)
   
2012
      2011  
Net asset value, beginning of period
  $ 12.60     $ 10.19     $ 9.60  
                         
Income from investment operations:
                       
Net investment income
    0.05 ^     0.01 ^     0.00 ^+
Net realized and unrealized gain
                       
  on investments and foreign
                       
  currency related transactions
    2.54       2.40       0.59  
Total from investment operations
    2.59       2.41       0.59  
                         
Less distributions:
                       
From net investment income
    (0.03 )            
From net realized gain on investments
    (0.00 )+            
Total distributions
    (0.03 )            
Redemption fees retained
    0.00 ^+     0.00 ^+      
                         
Net asset value, end of period
  $ 15.16     $ 12.60     $ 10.19  
                         
Total return
    20.66 %‡     23.65 %     6.15 %‡
                         
Ratios/supplemental data:
                       
Net assets, end of period (thousands)
  $ 49,686     $ 19,540     $ 1,262  
Ratio of expenses to average net assets:
                       
Before expense reimbursement
    1.74 %†     2.27 %     2.74 %†
After expense reimbursement
    1.35 %†     1.35 %     1.35 %†
Ratio of net investment income/(loss)
                       
  to average net assets:
                       
Before expense reimbursement
    0.25 %†     (0.86 %)     1.11 %†
After expense reimbursement
    0.64 %†     0.06 %     2.50 %†
Portfolio turnover rate
    0.42 %‡     16.29 %     11.83 %#

*
Commencement of operations.
+
Less than $0.005.
^
Based on average shares outstanding.
#
Portfolio turnover rate calculated for the period ended October 31, 2011.
Annualized.
Not annualized.
 
The accompanying notes are an integral part of these financial statements.

 
34

 

Huber Capital Diversified Large Cap Value Fund
 
FINANCIAL HIGHLIGHTS – For a share outstanding throughout each period

Investor Class
   
December 31, 2012*
 
   
through
 
   
April 30, 2013
 
   
(Unaudited)
 
Net asset value, beginning of period
  $ 10.00  
         
Income from investment operations:
       
Net investment income
    0.02 ^
Net realized and unrealized gain on investments
    0.92  
Total from investment operations
    0.94  
         
Net asset value, end of period
  $ 10.94  
         
Total return
    9.40 %‡
         
Ratios/supplemental data:
       
Net assets, end of period (thousands)
  $ 43  
Ratio of expenses to average net assets:
       
Before expense reimbursement
    21.48 %†
After expense reimbursement
    1.25 %†
Ratio of net investment income/(loss) to average net assets:
       
Before expense reimbursement
    (19.51 %)†
After expense reimbursement
    0.72 %†
Portfolio turnover rate
    20.33 %‡

*
Commencement of operations.
^
Based on average shares outstanding.
Annualized.
Not annualized.
 
The accompanying notes are an integral part of these financial statements.

 
35

 

Huber Capital Diversified Large Cap Value Fund
 
FINANCIAL HIGHLIGHTS – For a share outstanding throughout each period

Institutional Class
   
December 31, 2012*
 
   
through
 
   
April 30, 2013
 
   
(Unaudited)
 
Net asset value, beginning of period
  $ 10.00  
         
Income from investment operations:
       
Net investment income
    0.03 ^
Net realized and unrealized gain on investments
    0.93  
Total from investment operations
    0.96  
         
Net asset value, end of period
  $ 10.96  
         
Total return
    9.60 %‡
         
Ratios/supplemental data:
       
Net assets, end of period (thousands)
  $ 1,096  
Ratio of expenses to average net assets:
       
Before expense reimbursement
    20.80 %†
After expense reimbursement
    0.75 %†
Ratio of net investment income/(loss) to average net assets:
       
Before expense reimbursement
    (19.11 %)†
After expense reimbursement
    0.94 %†
Portfolio turnover rate
    20.33 %‡

*
Commencement of operations.
^
Based on average shares outstanding.
Annualized.
Not annualized.
 
The accompanying notes are an integral part of these financial statements.

 
36

 

Huber Funds
 
NOTES TO FINANCIAL STATEMENTS at April 30, 2013 (Unaudited)

NOTE 1 – ORGANIZATION
 
The Huber Capital Equity Income Fund, the Huber Capital Small Cap Value Fund and the Huber Capital Diversified Large Cap Value 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, as an open-end management investment company.  Each of the Funds has separate assets and liabilities and differing investment objectives.  The investment objective of the Huber Capital Equity Income Fund (the “Equity Income Fund”) is current income and capital appreciation.  The investment objective of the Huber Capital Small Cap Value Fund (the “Small Cap Value Fund”) and the Huber Capital Diversified Large Cap Value Fund (the “Diversified Large Cap Value Fund”) is capital appreciation.
 
The Investor Class of the Equity Income Fund and the Small Cap Value Fund commenced operations on June 29, 2007.  As of October 25, 2011, the former Institutional shares were re-designated as Investor Class shares.  The Equity Income Fund and the Small Cap Value Funds’ Institutional Classes subsequently commenced operations on October 25, 2011. The Diversified Large Cap Value Fund commenced operation on December 31, 2012.
 
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of their financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America.
 
 
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 the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to shareholders.  Therefore, no provision for Federal income taxes has been recorded.
 
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 Equity Income Fund and Small Cap Value Fund tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years 2010 – 2012, or expected to be taken in the Funds’ 2013 tax returns.  The Funds identify their major tax jurisdictions as U.S. Federal and the state of
 

 
37

 

Huber Funds
 
NOTES TO FINANCIAL STATEMENTS at April 30, 2013 (Unaudited), Continued

Wisconsin; however the Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
 
 
C.
Securities Transactions, Income and Distributions: Security transactions are accounted for on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.  Interest income is recorded on an accrual basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date.  Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and rates.
 
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 the Funds 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 Funds distribute substantially all net investment income, if any, annually and net realized capital gains, if any, annually. The amount and character of income and net realized gains to be distributed are determined in accordance with Federal income tax rules and regulations which may differ from accounting principles generally accepted in the United States of America.  To the extent these book/tax differences are permanent, such amounts are reclassified within 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period.  Actual results could differ from those estimates.
 

 
38

 

Huber Funds
 
NOTES TO FINANCIAL STATEMENTS at April 30, 2013 (Unaudited), Continued

 
F.
Redemption Fees: The Funds charge a 1.00% redemption fee to shareholders who redeem shares held for 60 days or less.  Such fees are retained by the Funds and accounted for as an addition to paid-in capital.
 
 
G.
REITs: The Funds have made certain investments in real estate investment trusts (“REITs”) which pay dividends to their shareholders based upon funds available from operations.  It is quite common for these dividends to exceed the REIT’s taxable earnings and profits resulting in the excess portion of such dividends being designated as a return of capital.  The Funds intend to include the gross dividends from such REITs in their annual distributions to its shareholders and, accordingly, a portion of the Funds’ distributions may also be designated as a return of capital.
 
 
H.
Illiquid Securities:  A security may be considered illiquid if it lacks a readily available market.  Securities are generally considered liquid if they can be sold or disposed of in the ordinary course of business within seven days at approximately the price at which the security is valued by a Fund.  Illiquid securities may be valued under methods approved by the Funds’ Board of Trustees as reflecting fair value.  Each Fund intends to invest no more than 15% of its net assets in illiquid securities.  At April 30, 2013, the Small Cap Value Fund had investments in illiquid securities with a total value of $7,686,169 or 5.39% of net assets.
 
Information concerning these illiquid securities is as follows:
 
Small Cap Value Fund
Shares
Dates Acquired
Cost Basis
Armtec Infrastructure Trust Unit
673,400
10/08
 – 4/13
$2,101,409
Boston Pizza Royalties Income Fund
  86,900
3/08
 – 3/13
  1,302,776
Park Sterling Corp.
489,248
8/10
 – 4/13
  2,642,285
Pizza Pizza Royalty Corp.
118,200
2/11
 – 4/13
  1,223,093
 
 
I.
Events Subsequent to the Fiscal Period End: In preparing the financial statements as of April 30, 2013, management considered the impact of subsequent events for potential recognition or disclosure in the financial statements.
 
NOTE 3 – SECURITIES VALUATION
 
The Funds have adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value.  These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types.  These inputs are summarized in the three broad levels listed below:
 
 
 
39

 

Huber Funds
 
NOTES TO FINANCIAL STATEMENTS at April 30, 2013 (Unaudited), Continued

 
Level 1 –
Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.
 
 
Level 2 –
Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speed, 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 Funds’ major categories of assets and liabilities measured at fair value on a recurring basis.
 
Equity Securities – The Funds’ investments are carried at fair value. Securities 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.  The values for foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates.  Exchange rates are provided daily by a recognized independent pricing agent.  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.
 
Securities for which market quotations are not readily available or if the closing price does not represent fair value, are valued following procedures approved by the Board of Trustees.  These procedures consider many factors, including the type of security, size of holding, trading volume and news events.  Depending on the relative significance of the valuation inputs, these securities may be classified in either level 2 or level 3 of the fair value hierarchy.
 

 
40

 

Huber Funds
 
NOTES TO FINANCIAL STATEMENTS at April 30, 2013 (Unaudited), Continued

Short-Term Securities – Short-term securities having a maturity of 60 days or less are valued at amortized cost, which approximates market value.  To the extent the inputs are observable and timely, these securities would be classified in level 2 of the fair value hierarchy.
 
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.  The following is a summary of the inputs used to value the Funds’ securities as of April 30, 2013:
 
Equity Income Fund
                       
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
                       
  Consumer Discretionary
  $ 2,986,856     $     $     $ 2,986,856  
  Consumer Staples
    3,908,307                   3,908,307  
  Energy
    4,486,513                   4,486,513  
  Financial Services
    11,096,814                   11,096,814  
  Health Care
    5,170,616                   5,170,616  
  Materials & Processing
    1,338,052                   1,338,052  
  Producer Durables
    1,741,130                   1,741,130  
  Technology
    5,652,885                   5,652,885  
  Utilities
    3,952,329                   3,952,329  
Total Common Stocks
    40,333,502                   40,333,502  
Short-Term Investments
    957,448                   957,448  
Total Investments
                               
   in Securities
  $ 41,290,950     $     $     $ 41,290,950  
                                 
Small Cap Value Fund
                               
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
                               
  Consumer Discretionary
  $ 20,172,901     $ 3,345,411     $     $ 23,518,312  
  Consumer Staples
    74,796                   74,796  
  Energy
    6,691,279                   6,691,279  
  Financial Services
    53,637,128       2,803,391             56,440,519  
  Health Care
    5,348,597                   5,348,597  
  Materials & Processing
    19,440,536                   19,440,536  
  Producer Durables
    13,181,527       1,537,367             14,718,894  
  Technology
    2,778,732                   2,778,732  
  Utilities
    6,618,645                   6,618,645  
Total Common Stocks
    127,944,141       7,686,169             135,630,310  
Short-Term Investments
    5,040,936                   5,040,936  
Total Investments
                               
  in Securities
  $ 132,985,077     $ 7,686,169     $     $ 140,671,246  


 
41

 

Huber Funds
 
NOTES TO FINANCIAL STATEMENTS at April 30, 2013 (Unaudited), Continued

Diversified Large Cap Value Fund
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
                       
  Consumer Discretionary
  $ 137,857     $     $     $ 137,857  
  Consumer Staples
    92,262                   92,262  
  Energy
    91,658                   91,658  
  Financial Services
    297,766                   297,766  
  Health Care
    94,985                   94,985  
  Materials & Processing
    77,108                   77,108  
  Producer Durables
    27,844                   27,844  
  Technology
    160,118                   160,118  
  Utilities
    115,638                   115,638  
Total Common Stocks
    1,094,936                   1,094,936  
Short-Term Investments
    24,611                   24,611  
Total Investments
                               
  in Securities
  $ 1,119,547     $     $     $ 1,119,547  
 
Refer to the Funds’ Schedule of Investments for a detailed break-out of common stocks by industry classification.  Transfers between levels are recognized at April 30, 2013, the end of the reporting period. The Equity Income Fund and the Large Cap Value Fund recognized no transfers to/from level 1 or level 2.
 
The Small Cap value Fund had the following transfers during the period ended April 30, 2013.
 
Transfers into Level 2
  $ 4,923,293  
Transfers out of Level 2
     
Net transfers into/or out of Level 2
  $ 4,923,293  
 
Transfers were made from level 1 to level 2 due to the securities being considered illiquid due to limited trading volume.
 
There were no level 3 securities held in the Funds during the period ended April 30, 2013.
 
New Accounting Pronouncement – In January 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-01 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. This update gives additional clarification to the FASB ASU No. 2011-11 Disclosures about Offsetting Assets and Liabilities. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual
 

 
42

 

Huber Funds
 
NOTES TO FINANCIAL STATEMENTS at April 30, 2013 (Unaudited), Continued

reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. The Funds are currently evaluating the impact ASU 2013-01 will have on the financial statement disclosures.
 
NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
 
The Funds have an investment advisory agreement with Huber Capital Management, LLC (the “Adviser”) pursuant to which the Adviser is responsible for providing investment management services to the Funds.  The Adviser furnished all investment advice, office space and facilities, and provides most of the personnel needed by the Funds.  As compensation for its services, the Adviser is entitled to a fee, computed daily and payable monthly.  The Equity Income Fund pays fees calculated at an annual rate of 0.99% based upon the Fund’s average daily net assets.  The Small Cap Value Fund pays fees calculated at an annual rate of 1.35% based upon the Fund’s average daily net assets. The Diversified Large Cap Value Fund pays fees calculated at an annual rate of 0.75% based upon the Fund’s average daily net assets.  For the six months ended April 30, 2013, the Equity Income Fund, the Small Cap Value Fund, and the Diversified Large Cap Value Fund incurred $160,633, $543,054, and $2,613, respectively, in investment advisory fees.
 
The Funds are responsible for their own operating expenses.  The Adviser has agreed to reduce fees payable to it by the Funds and to pay Fund operating expenses to the extent necessary to limit the aggregate annual operating expenses to 1.49% and 0.99% of average daily net assets of the Investor Class and Institutional Class of the Equity Income Fund, respectively, to 1.85% and 1.35% of average daily net assets of the Investor Class and Institutional class of the Small Cap Value Fund, respectively, and to 1.25% and 0.75% of average daily net assets of the Investor Class and Institutional Class of the Diversified Large Cap Value Fund, respectively.  Any such reduction made by the Adviser in its fees or payment of expenses which are the Fund’s obligation are subject to reimbursement by the Fund to the Adviser, if so requested by the Adviser, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses.  The Adviser is permitted to be reimbursed only for fee reductions and expense payments made in the previous three fiscal years.  Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Fund’s payment of current ordinary operating expenses.  The Due to Adviser balance on
 

 
43

 

Huber Funds
 
NOTES TO FINANCIAL STATEMENTS at April 30, 2013 (Unaudited), Continued

the statements of assets and liabilities includes blue sky registration fees paid for by the Adviser prior to the inception of the Diversified Large Cap Value Fund.  For the six months ended April 30, 2013, the Adviser reduced its fees and absorbed Fund expenses in the amount of $112,039 for the Equity Income Fund, $153,733 for the Small Cap Value Fund, and $69,890 for the Diversified Large Cap Value Fund.
 
Cumulative expenses subject to recapture pursuant to the aforementioned conditions and the year of expiration are as follows:
 
   
2013
   
2014
   
2015
   
2016
   
Total
 
Equity Income Fund
  $ 153,456     $ 149,584     $ 217,158     $ 112,039     $ 632,237  
Small Cap Value Fund
    154,848       145,153       208,630       153,733       662,364  
Diversified Large
                                       
  Cap Value Fund
                      69,890       69,890  
 
U.S. Bancorp Fund Services, LLC (the “Administrator” or “USBFS”) acts as the Funds’ Administrator under an Administration Agreement.  The Administrator prepares various federal and state regulatory filings, reports and returns for the Funds; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Funds’ custodian, transfer agent and accountants; coordinates the preparation and payment of the Funds’ expenses and reviews the Funds’ expense accruals.  U.S. Bancorp Fund Services, LLC also serves as the fund accountant and transfer agent to the Funds.  U.S. Bank N.A., an affiliate of U.S. Bancorp Fund Services, serves as the Funds’ custodian.
 
For the six months ended April 30, 2013, the Funds incurred the following expenses for administration, fund accounting, transfer agency, custody, and Chief Compliance Officer fees:
 
   
Equity
   
Small Cap
   
Diversified Large
 
   
Income Fund
   
Value Fund
   
Cap Value Fund
 
Administration
  $ 26,670     $ 53,110     $ 13,041  
Fund Accounting
    20,315       20,300       11,819  
Transfer Agency (excludes
                       
  out-of-pocket expenses)
    21,244       27,806       12,520  
Custody
    3,414       6,239       2,661  
Chief Compliance Officer
    2,976       2,976       2,935  

 
 
44

 

Huber Funds
 
NOTES TO FINANCIAL STATEMENTS at April 30, 2013 (Unaudited), Continued

At April 30, 2013, the Funds had payables due to USBFS for administration, fund accounting, transfer agency and Chief Compliance Officer fees and to U.S. Bank, N.A. for custody fees in the following amounts:
 
   
Equity
   
Small Cap
   
Diversified Large
 
   
Income Fund
   
Value Fund
   
Cap Value Fund
 
Administration
  $ 8,922     $ 23,297     $ 5,651  
Fund Accounting
    6,520       5,008       5,169  
Transfer Agency (excludes
                       
  out-of-pocket)
    6,617       1,470       5,655  
Custody
    738             1,181  
Chief Compliance Officer
    893       893       1,435  
 
Quasar Distributors, LLC (the “Distributor”) acts as the Funds’ principal underwriter in a continuous public offering of the Funds’ shares.  The Distributor is an affiliate of the Administrator.
 
Certain officers of the Funds are employees of the Administrator.
 
NOTE 5 – SHAREHOLDER SERVICING FEE
 
The Funds have entered into a shareholder servicing agreement (the “Agreement”) with the Adviser, under which the Investor Class Shares of the Funds may pay servicing fees at an annual rate of 0.25% of the average daily net assets of each Fund.  Payments to the Adviser under the Agreement may reimburse the Adviser for payments it makes to selected brokers, dealers and administrators which have entered into service agreements with the Adviser for services provided to shareholders of the Funds.  The services provided by such intermediaries are primarily designed to assist shareholders of the Funds and include the furnishing of office space and equipment, telephone facilities, personnel and assistance to the Funds in servicing such shareholders.  Services provided by such intermediaries also include the provision of support services to the Funds and include establishing and maintaining shareholders’ accounts and record processing, purchase and redemption transactions, answering routine client inquiries regarding the Funds, and providing such other personal services to shareholders as the Funds may reasonably request.  For the six months ended April 30, 2013, the Equity Income Fund Investor Class, the Small Cap Value Fund Investor Class, and the Diversified Large Cap Value Fund Investor Class incurred shareholder servicing fees of $7,621, $50,680, and $21 under the Agreement, respectively.
 
NOTE 6 – 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 Quasar Distributors, LLC (the
 

 
45

 

Huber Funds
 
NOTES TO FINANCIAL STATEMENTS at April 30, 2013 (Unaudited), Continued

“Distributor”) for distribution and related expenses at an annual rate of up to 0.25% of each Fund’s Investor Class’ average daily net assets. The expenses covered by the Plan may include the cost of preparing and distributing prospectuses and other sales material, advertising and public relations expenses, payments to financial intermediaries and compensation of personnel involved in selling shares of the Funds. Payments made pursuant to the Plan will represent reimbursement for specific expenses incurred in connection with the promotion and distribution of shares.  For the six months ended April 30, 2013, the Equity Income Fund Investor Class, the Small Cap Value Fund Investor Class, and the Diversified Large Cap Value Fund Investor Class paid the Distributor $10,454, $58,008, and $21, respectively.
 
NOTE 7 – PURCHASES AND SALES OF SECURITIES
 
For the six months ended April 30, 2013, the cost of purchases and the proceeds from sales of securities (excluding short-term securities) were as follows:
 
   
Equity
   
Small Cap
   
Diversified Large
 
   
Income Fund
   
Value Fund
   
Cap Value Fund
 
Purchases
  $ 15,336,260     $ 85,037,566     $ 1,193,355  
Sales
    2,404,476       323,492       193,824  
 
NOTE 8 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
 
Net investment income/(loss) and net realized gains/(losses) differ for financial statement and tax purposes due to differing treatment of wash sale losses deferred.
 
The tax character of distributions paid during the six months ended April 30, 2013 and the year October 31, 2012 was as follows:
 
   
Equity Income Fund
 
   
Year Ended
   
Year Ended
 
   
April 30, 2013
   
October 31, 2012
 
Ordinary income
  $ 247,464     $ 59,250  
               
   
Small Cap Value Fund
 
   
Year Ended
   
Year Ended
 
   
April 30, 2013
   
October 31, 2012
 
Ordinary income
  $ 113,056     $  
Long-term capital gains
    7,014        
 
The Diversified Large Cap Value Fund did not make a distribution during the period ended April 30, 2013.  Ordinary income distributions may include dividends paid from short-term capital gains.
 

 
46

 

Huber Funds
 
NOTES TO FINANCIAL STATEMENTS at April 30, 2013 (Unaudited), Continued

As of October 31, 2012, the most recently completed fiscal year end, the components of accumulated earnings/(losses) on a tax basis were as follows:
 
   
Equity
   
Small Cap
 
   
Income Fund
   
Value Fund
 
Cost of investments for tax purposes (a)
  $ 20,392,415     $ 34,592,311  
Gross tax unrealized appreciation
    3,786,323       7,601,716  
Gross tax unrealized depreciation
    (938,977 )     (2,014,798 )
Net tax unrealized appreciation
    2,847,346       5,586,918  
Net unrealized depreciation foreign currency
          (2 )
Undistributed ordinary income
    148,035        
Undistributed long-term capital gain
          7,123  
Total distributable earnings
    148,035       7,123  
Other accumulated gains/(losses)
    (573,893 )     (55,657 )
Total accumulated earnings
  $ 2,421,488     $ 5,538,382  
 
 
(a)
The difference between book-basis and tax-basis cost is attributable primarily to the tax deferral of losses on wash sales.
 
The cost basis of investments for federal income tax purposes at April 30, 2013 for the Diversified Large Cap Value Fund is as follows (because tax adjustments are calculated annually, these amounts do not reflect tax adjustments since the Fund did not have a full fiscal year):
 
   
Diversified Large
 
   
Cap Value Fund
 
Cost of investments
  $ 1,031,346  
Gross tax unrealized appreciation
    96,272  
Gross tax unrealized depreciation
    (8,071 )
Net tax unrealized appreciation
  $ 88,201  
 
The Equity Income Fund had tax capital losses which may be carried over to offset future gains.  Such losses expire as follows:
 
 
2016
2017
2019
Total
Equity Income Fund
$114,883
$420,487
$38,523
$573,893
 
The Equity Income Fund and the Small Cap Value Fund utilized $121,289 and $81,495 of capital loss carryforwards, respectively, during the year ended October 31, 2012.  The Small Cap Value Fund deferred, on a tax basis, post-October and post-December late year losses of $55,657.
 

 
47

 

Huber Funds
 
NOTICE TO SHAREHOLDERS at April 30, 2013 (Unaudited)

How to Obtain a Copy of the Funds’ Proxy Voting Policies
 
A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available without charge upon request by calling 1-888-482-3726 (888-HUBERCM) 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 Period Ended June 30, 2012
 
Information regarding how the Funds voted proxies relating to portfolio securities during the most recent period ended June 30 is available without charge, upon request, by calling 1-888-482-3726 (888-HUBERCM).  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 by calling 1-888-482-3726 (888-HUBERCM).
 

 
48

 

Huber Funds
 
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited)

Huber Capital Equity Income Fund
Huber Capital Small Cap Value Fund
 
At a meeting held on December 4-6, 2012, the Board, including all the persons who are Independent Trustees as defined under the Investment Company Act of 1940, as amended, considered and approved the continuance of the Advisory Agreement for the Huber Capital Equity Income Fund and Huber Capital Small Cap Value Fund (the “Funds”) with Huber Capital Management, LLC (the “Adviser”) for another annual term.  At this meeting, and at a prior meeting held on October 24-25, 2012, the Board received and reviewed substantial information regarding the Funds, the Adviser and the services provided by the Adviser to the Funds under the Advisory Agreement.  This information, together with the information provided to the Board throughout the course of the year, formed the primary (but not exclusive) basis for the Board’s determinations.  Below is a summary of the factors considered by the Board and the conclusions that formed the basis for the Board’s continuance of the Advisory Agreement:
 
 
1.
THE NATURE, EXTENT AND QUALITY OF THE SERVICES PROVIDED AND TO BE PROVIDED BY THE ADVISER UNDER THE ADVISORY AGREEMENT.  The Board considered the Adviser’s specific responsibilities in all aspects of day-to-day investment management of the Funds. The Board considered the qualifications, experience and responsibilities of the portfolio managers, as well as the responsibilities of other key personnel of the Adviser involved in the day-to-day activities of the Funds. The Board also considered the resources and compliance structure of the Adviser, including information regarding its compliance program, its chief compliance officer and the Adviser’s compliance record, and the Adviser’s business continuity plan. The Board also considered the prior relationship between the Adviser and the Trust, as well as the Board’s knowledge of the Adviser’s operations, and noted that during the course of the prior year they had met with the Adviser in person to discuss various marketing and compliance topics, including the Adviser’s diligence in risk oversight. The Board concluded that the Adviser had the quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Advisory Agreement and that the nature, overall quality, cost and extent of such management services are satisfactory and reliable.
 
 
2.
THE FUNDS’ HISTORICAL PERFORMANCE AND THE OVERALL PERFORMANCE OF THE ADVISER.  In assessing the quality of the portfolio management delivered by the Adviser, the Board reviewed the short-term and long-term performance of the Funds as of August 31, 2012
 

 
49

 

Huber Funds
 
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued

on both an absolute basis, and in comparison to both benchmarks and their peer funds as classified by Lipper and Morningstar.  While the Board considered performance over both short and long term periods, it placed less emphasis on very short term performance and greater emphasis on longer term performance.  When reviewing performance against the comparative peer group universe, the Board took into account that the investment objective and strategies of the Funds, as well as each Fund’s level of risk tolerance, may differ significantly from funds in the peer universe.
 
Huber Capital Equity Income Fund:  The Board noted that the Equity Income Fund’s performance, with regard to its Lipper and Morningstar comparative universes, with the exception of the five-year period, was above its peer group median and Lipper Index (with respect to the Lipper comparative universe) and average (with respect to the Morningstar comparative universe) for all other relevant periods.
 
The Board also considered any differences in performance between similarly managed accounts and reviewed the performance of the Fund against broad-based securities market benchmarks.
 
Huber Capital Small Cap Value Fund:  The Board noted that the Small Cap Value Fund’s performance, with regard to its Lipper and Morningstar comparative universes, was above its peer group median and Lipper Index (with respect to the Lipper comparative universe) and average (with respect to the Morningstar comparative universe) for all relevant periods.
 
The Board also considered any differences in performance between similarly managed accounts and reviewed the performance of the Fund against broad-based securities market benchmarks.
 
 
3.
THE COSTS OF THE SERVICES TO BE PROVIDED BY THE ADVISER AND THE STRUCTURE OF THE ADVISER’S FEE UNDER THE ADVISORY AGREEMENT.  In considering the appropriateness of the advisory fee, the Board considered the level of the fee itself as well as the total fees and expenses of each Fund.  The Board reviewed information as to fees and expenses of advisers and funds within the relevant Lipper peer funds as well as fees charged by the Adviser to other similarly managed accounts.  When reviewing fees charged to other similarly managed accounts, the Board took into account the type of account and the differences in the management of that account that might be germane to the difference, if any, in the fees charged to such accounts.
 
Huber Capital Equity Income Fund:  The Board noted that the Adviser had contractually agreed to maintain an annual expense ratio for the Equity
 

 
50

 

Huber Funds
 
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued

Income Fund of 1.49% for Investor Class shares and 0.99% for Institutional Class shares (the “Expense Caps”).  The Board noted that the Fund’s total expense ratio for Investor Class shares was above the median and average of its peer group and the total expense ratio for Institutional Class shares was below the median and average of its peer group.  The Board also noted that the contractual advisory fee was above the median and average of its peer group, as well as the average of the Fund’s peer group when adjusted to include only funds with similar asset sizes.  The Board also took into consideration the services the Adviser provided to its institutional separate account clients, comparing the fees charged for those management services to the management fees charged to the Fund.  The Board found that the management fees charged to the Fund were above the fees charged to its institutional separate account clients.  However, the Board also considered that after advisory fee waivers and the reimbursement of Fund expenses necessary to maintain the Expense Caps, the Adviser received no advisory fees from the Fund during the most recent fiscal period.  As a result, the Board noted that the Fund’s expenses and contractual advisory fee were generally above the range of its peer group but that its net advisory fee was not outside the range of its peer group.
 
Huber Capital Small Cap Value Fund:  The Board noted that the Adviser had contractually agreed to maintain an Expense Cap for the Small Cap Value Fund of 1.85% for Investor Class shares and 1.35% for Institutional Class shares.  The Board noted that the Fund’s total expense ratio for Investor Class shares was above the median and average of its peer group, as well as the average of the Fund’s peer group when adjusted to include only funds with similar asset sizes, and the total expense ratio for Institutional Class shares was below the median and average of its peer group, as well as the average of the Fund’s peer group when adjusted to include only funds with similar asset sizes.  The Board also noted that the contractual advisory fee was above the median and average of its peer group, as well as the average of the Fund’s peer group when adjusted to include only funds with similar asset sizes.  The Board also took into consideration the services the Adviser provided to its institutional separate account clients, comparing the fees charged for those management services to the management fees charged to the Fund.  The Board found that the management fees charged to the Fund were above the fees charged to its institutional separate account clients.  However, the Board also considered that after advisory fee waivers and the reimbursement of Fund expenses necessary to maintain the Expense Caps, the advisory fees from the Fund during the most recent fiscal period were significantly below the peer
 

 
51

 

Huber Funds
 
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued

group median and average, as well as the average of the Fund’s peer group when adjusted to include only funds with similar asset sizes.  As a result, the Board noted that the Fund’s expenses and contractual advisory fee were generally above the range of its peer group but that its net advisory fee was not outside the range of its peer group.
 
 
4.
ECONOMIES OF SCALE.  The Board also considered that economies of scale would be expected to be realized by the Adviser as the assets of the Funds grow.  In this regard, the Board noted that the Adviser anticipates instituting breakpoints when the Funds’ assets reach significantly higher levels.  The Board noted that the Adviser has contractually agreed to reduce its advisory fees or reimburse Fund expenses so that the Funds do not exceed the Expense Caps.  The Board concluded that there were no effective economies of scale to be shared with the Funds at current asset levels, but considered revisiting this issue in the future as circumstances changed and asset levels increased.
 
 
5.
THE PROFITS TO BE REALIZED BY THE ADVISER AND ITS AFFILIATES FROM THEIR RELATIONSHIP WITH THE FUNDS.  The Board reviewed the Adviser’s financial information and took into account both the direct benefits and the indirect benefits to the Adviser from advising the Funds. The Board considered the profitability to the Adviser from its relationship with the Funds and considered any additional benefits derived by the Adviser from its relationship with the Funds, such as benefits received in exchange for Rule 12b-1 fees and “soft dollars.”  After such review, the Board determined that the profitability to the Adviser with respect to the Advisory Agreement was not excessive, and that the Adviser had sufficient resources and profit levels to support the services it provides to the Funds.
 
No single factor was determinative of the Board’s decision to approve the continuance of the Advisory Agreement for the Huber Capital Equity Income Fund and Huber Capital Small Cap Value Fund, but rather the Board based its determination on the total mix of information available to them.  Based on a consideration of all the factors in their totality, the Board determined that the advisory arrangement with the Adviser, including the advisory fees, were fair and reasonable.  The Board therefore determined that the continuance of the Advisory Agreement for the Huber Capital Equity Income Fund and Huber Capital Small Cap Value Fund would be in the best interest of each Fund and its shareholders.
 

 
52

 

Huber Funds
 
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited)

Huber Capital Diversified Large Cap Value Fund
 
At a meeting held on December 4-6, 2012, 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 (“Advisory Agreement”) between the Trust and Huber Capital Management, LLC for the Huber Capital Diversified Large Cap Value 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 investment management of the Fund.  The Board considered the qualifications, experience and responsibilities of the portfolio manager, 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 two other mutual funds within the Trust.  The Board also considered the resources and compliance structure of the Adviser, including information regarding its compliance program, its chief compliance officer and the Adviser’s compliance record and business continuity plan.  The Board also considered the Adviser’s business plan, noting that the Adviser currently manages another account with substantially similar objectives, policies, strategies and risks as the Fund.  After discussion, the Board concluded that the Adviser has the quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Advisory Agreement and that the nature, overall quality, cost and extent of such management services will be satisfactory.
 
The Trustees then discussed the expected costs of the services to be provided by the Adviser and the structure of the Adviser’s fees under the Advisory Agreement.  In considering the advisory fee and anticipated total fees and expenses of the Fund, the Board reviewed and compared the Fund’s anticipated fees and expenses to those funds in its Lipper peer group, as well as the fees and expenses for similar types of accounts managed by the Adviser.  The Board
 

 
53

 

Huber Funds
 
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued

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 annual expense ratio, excluding acquired fund fees and expenses, of 1.25% for Investor Class shares and 0.75% for Institutional Class shares (the “Expense Caps”).
 
The Board noted that the Fund’s expected total operating expenses for Institutional Class shares were below the peer group median and average and the expected total operating expenses for Investor Class shares were above the peer group median and average, except that when the peer group was adjusted for funds with assets below $100 million, the expected total operating expenses for Investor Class shares were below the peer group average. The Board also noted that the expected contractual advisory fee was above the peer group median and average and the Fund’s expected contractual advisory fee was in line with the fees charged by the Adviser to the other account with substantially similar objectives, policies, strategies and risks as the Fund.
 
The Board concluded that the fees to be paid to the Adviser were fair and reasonable.
 
The Board also considered economies of scale that would be expected to be realized by the Adviser as the assets of the Fund grew.  The Board noted that the Adviser would be contractually agreeing to reduce its advisory fees or reimburse Fund expenses indefinitely, but in no event for less than a one year term, so that the Fund does not exceed the Expense 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.
 

 
54

 

Huber Funds
 
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited), Continued

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.
 

 
55

 

Investment Adviser
Huber Capital Management, LLC
2321 Rosecrans Ave., Suite 3245
El Segundo, California 90245


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 10022-3205


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
1-888-482-3726 (888-HUBERCM)


Distributor
Quasar Distributors, LLC
615 East Michigan Street, 4th Floor
Milwaukee, Wisconsin 53202


This report is intended for shareholders of the Huber Funds and may not be used as sales literature unless preceded or accompanied by a current prospectus.  For a current prospectus, please call 1-888-482-3726 (888-HUBERCM).  Statements and other information herein are dated and are subject to change.
 
 

Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

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

Item 6. Investments.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

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

Item 11. Controls and Procedures.

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

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

Item 12. Exhibits.

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

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

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

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

 
 

 

SIGNATURES

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


(Registrant)    Advisors Series Trust                                                                                                

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

Date    July 2, 2013

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

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

Date    July 2, 2013

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

Date    July 2, 2013

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