N-CSRS 1 wbif-ncsrs.htm WBI FUNDS SEMIANNUAL REPORT 5-31-13 wbif-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 Street
Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)


Douglas G. Hess, President
Advisors Series Trust
c/o U.S. Bancorp Fund Services, LLC
777 East Wisconsin Avenue, 5th Floor
Milwaukee, WI 53202
(Name and address of agent for service)



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



Date of fiscal year end: November 30, 2013



Date of reporting period: May 31, 2013

 
 

 

Item 1. Reports to Stockholders.
 

 
 
WBI Absolute Return Balanced Fund
 
WBI Absolute Return Dividend Growth Fund
 










Semi-Annual Report
May 31, 2013

 
 

 

WBI Funds
 
EXPENSE EXAMPLE – at May 31, 2013 (Unaudited)

Generally, shareholders of mutual funds incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, redemption fees, and exchange fees, and (2) ongoing costs, including management fees, distribution and/or service fees, and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested in the No Load Shares and the Institutional Shares of each Fund at the beginning of the period and held for the entire period (12/1/12– 5/31/13).
 
Actual Expenses
 
The first line of the tables below provides information about actual account values and actual expenses, with actual net expenses being limited to 2.00% and 1.75% per the operating expenses limitation agreement for the No Load Shares and the Institutional Shares, respectively, of each Fund. Although the Funds charge no sales load or transaction fees, you will be assessed fees for outgoing wire transfers, returned checks, and stop payment orders at prevailing rates charged by U.S. Bancorp Fund Services, LLC, the Funds’ transfer agent. To the extent the Funds invest in shares of other investment companies as part of its investment strategy, you will indirectly bear your proportionate share of any fees and expenses charged by the underlying funds in which the Funds invest in addition to the expenses of the Funds.  Actual expenses of the underlying funds are expected to vary among the various underlying funds.  The Example below includes, but is not limited to, management fees, 12b-1 fees, fund accounting, custody and transfer agent fees. You may use the information in the first line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical Example for Comparison Purposes
 
The second line of the tables below provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Funds’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the 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 tables are
 

 
3

 

WBI Funds
 
EXPENSE EXAMPLE – at May 31, 2013 (Unaudited), Continued

meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the tables is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these costs were included, your transaction costs would have been higher.
 
WBI Absolute Return Balanced Fund – No Load Shares
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
12/1/12
5/31/13
12/1/12 – 5/31/13*
Actual
$1,000.00
$1,013.70
$10.04
Hypothetical
     
  (5% return before expenses)
$1,000.00
$1,014.96
$10.05
 
*
Expenses are equal to the Fund’s annualized expense ratio of 2.00%, multiplied by the average account value over the period, multiplied by 182 (days in most recent fiscal half-year) divided by 365 days to reflect the one-half year expense.
 
WBI Absolute Return Balanced Fund – Institutional Shares
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
12/1/12
5/31/13
12/1/12 – 5/31/13*
Actual
$1,000.00
$1,014.20
$8.79
Hypothetical
     
  (5% return before expenses)
$1,000.00
$1,016.21
$8.80
 
*
Expenses are equal to the Fund’s annualized expense ratio of 1.75%, multiplied by the average account value over the period, multiplied by 182 (days in most recent fiscal half-year) divided by 365 days to reflect the one-half year expense.
 
WBI Absolute Return Dividend Growth Fund – No Load Shares
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
12/1/12
5/31/13
12/1/12 – 5/31/13*
Actual
$1,000.00
$1,101.10
$10.48
Hypothetical
     
  (5% return before expenses)
$1,000.00
$1,014.96
$10.05
 
*
Expenses are equal to the Fund’s annualized expense ratio of 2.00%, multiplied by the average account value over the period, multiplied by 182 (days in most recent fiscal half-year) divided by 365 days to reflect the one-half year expense.
 
 
 
4

 

WBI Funds
 
EXPENSE EXAMPLE – at May 31, 2013 (Unaudited), Continued

WBI Absolute Return Dividend Growth Fund – Institutional Shares
 
 
Beginning
Ending
Expenses Paid
 
Account Value
Account Value
During Period
 
12/1/12
5/31/13
12/1/12 – 5/31/13*
Actual
$1,000.00
$1,101.30
$9.17
Hypothetical
     
  (5% return before expenses)
$1,000.00
$1,016.21
$8.80
 
*
Expenses are equal to the Fund’s annualized expense ratio of 1.75%, multiplied by the average account value over the period, multiplied by 182 (days in most recent fiscal half-year) divided by 365 days to reflect the one-half year expense.
 

 
5

 

WBI Funds
 
SECTOR ALLOCATION OF PORTFOLIO ASSETS – at May 31, 2013 (Unaudited)

WBI Absolute Return Balanced Fund
 




SECTOR ALLOCATION OF PORTFOLIO ASSETS –  at May 31, 2013 (Unaudited)

WBI Absolute Return Dividend Growth Fund
 


 
Percentages represent market value as a percentage of total investments.
 

 
6

 

WBI Absolute Return Balanced Fund
 
SCHEDULE OF INVESTMENTS at May 31, 2013 (Unaudited)

Shares
 
COMMON STOCKS - 39.26%
 
Value
 
   
Amusement, Gambling, and
     
   
  Recreation Industries - 0.96%
     
  11,325  
Six Flags Entertainment Corp.
  $ 844,505  
     
 
Chemical Manufacturing - 2.49%
       
  32,765  
LyondellBasell Industries NV - Class A (a)
    2,183,787  
     
 
Clothing and Clothing
       
     
  Accessories Stores - 2.70%
       
  45,465  
American Eagle Outfitters, Inc.
    899,752  
  42,675  
Foot Locker, Inc.
    1,464,606  
            2,364,358  
     
Computer and Electronic
       
     
  Product Manufacturing - 0.97%
       
  72,809  
Ericsson - ADR
    849,681  
     
 
Credit Intermediation and
       
     
  Related Activities - 4.45%
       
  19,742  
Ameriprise Financial, Inc.
    1,609,368  
  14,604  
Royal Bank of Canada (a)
    867,624  
  17,577  
Toronto-Dominion Bank (a)
    1,421,100  
            3,898,092  
     
Electrical Equipment, Appliance, and
       
     
  Component Manufacturing - 2.40%
       
  36,613  
Emerson Electric Co.
    2,103,783  
     
 
Food Manufacturing - 1.57%
       
  40,768  
ConAgra Foods, Inc.
    1,373,474  
     
 
Forestry and Logging - 2.22%
       
  65,091  
Weyerhaeuser Co.
    1,941,014  
     
 
Insurance Carriers and
       
     
  Related Activities - 0.99%
       
  33,079  
Fidelity National Financial, Inc.
    870,308  
     
 
Machinery Manufacturing - 1.73%
       
  26,988  
KLA-Tencor Corp.
    1,519,155  
     
 
Miscellaneous Manufacturing - 3.55%
       
  53,415  
Coach, Inc.
    3,111,958  
     
 
Primary Metal Manufacturing - 1.03%
       
  58,889  
Steel Dynamics, Inc.
    903,357  
     
 
Printing and Related Support Activities - 1.02%
       
  20,498  
Avery Dennison Corp.
    891,663  
 
The accompanying notes are an integral part of these financial statements.

 
7

 

WBI Absolute Return Balanced Fund
 
SCHEDULE OF INVESTMENTS at May 31, 2013 (Unaudited), Continued

Shares
     
Value
 
   
Professional, Scientific &
     
   
  Technical Services - 2.24%
     
  46,982  
Infosys Limited - ADR
  $ 1,961,499  
     
 
Publishing Industries (except Internet) - 1.02%
       
  41,586  
Gannett Co., Inc.
    894,099  
     
 
Securities, Commodity Contracts, and
       
     
  Other Financial Investments and
       
     
  Related Activities - 2.08%
       
  3,292  
BlackRock, Inc.
    919,126  
  22,490  
NYSE Euronext
    904,773  
            1,823,899  
     
Telecommunications - 3.28%
       
  30,114  
Time Warner Cable, Inc.
    2,876,188  
     
 
Transportation Equipment
       
     
  Manufacturing - 3.46%
       
  193,065  
Ford Motor Co.
    3,027,259  
     
 
Wholesale Electronic Markets and
       
     
  Agents and Brokers - 1.10%
       
  41,050  
KAR Auction Services, Inc.
    962,623  
     
 
TOTAL COMMON STOCKS
       
     
  (Cost $33,160,758)
    34,400,702  
               
     
EXCHANGE-TRADED FUNDS - 35.58%
       
  45,161  
iShares Barclays 7-10 Year
       
     
  Treasury Bond Fund
    4,756,357  
  87,604  
iShares Floating Rate Note ETF
    4,439,771  
  99,485  
iShares iBoxx $ Investment Grade
       
     
  Corporate Bond Fund
    11,724,307  
  37,449  
iShares JP Morgan USD Emerging
       
     
  Markets Bond Fund
    4,308,507  
  124,421  
iShares S&P U.S. Preferred Stock
       
     
  Index Fund
    5,015,410  
  13,719  
SPDR S&P Dividend ETF
    925,347  
     
 
TOTAL EXCHANGE-TRADED FUNDS
       
     
  (Cost $31,446,970)
    31,169,699  
 
The accompanying notes are an integral part of these financial statements.

 
8

 

WBI Absolute Return Balanced Fund
 
SCHEDULE OF INVESTMENTS at May 31, 2013 (Unaudited), Continued

Principal
         
Amount
 
CORPORATE BONDS - 19.20%
 
Value
 
   
Aerospace Product and
     
   
  Parts Manufacturing - 0.45%
     
   
Lockheed Martin Corp.
     
$ 356,000  
  4.25%, 11/15/2019
  $ 398,238  
     
 
Agencies, Brokerages, and Other
       
     
  Insurance Related Activities - 0.17%
       
     
Aon PLC
       
  142,000  
  3.50%, 9/30/2015
    149,866  
     
 
Beverage Manufacturing - 0.17%
       
     
Anheuser-Busch Cos., LLC
       
  135,000  
  4.50%, 4/1/2018
    150,234  
     
 
Building Equipment Contractors - 0.61%
       
     
Omnicom Group, Inc.
       
  500,000  
  4.45%, 8/15/2020
    537,697  
     
 
Business Support Services - 0.83%
       
     
Western Union Co.
       
  650,000  
  5.93%, 10/1/2016
    726,532  
     
 
Computer and Peripheral
       
     
  Equipment Manufacturing - 0.99%
       
     
Hewlett-Packard Co.
       
  857,000  
  4.30%, 6/1/2021
    863,630  
     
 
Depository Credit Intermediation - 1.50%
       
     
Bank of America Corp.
       
  440,000  
  5.00%, 5/13/2021
    488,128  
     
Citigroup, Inc.
       
  3,000  
  5.125%, 5/5/2014
    3,119  
  580,000  
  6.125%, 11/21/2017
    679,157  
     
Wells Fargo & Co.
       
  136,000  
  5.00%, 11/15/2014
    144,156  
            1,314,560  
     
Electric Power Generation, Transmission
       
     
  and Distribution - 0.99%
       
     
Exelon Generation Co., LLC
       
  135,000  
  5.20%, 10/1/2019
    151,891  
     
PSEG Power LLC
       
  675,000  
  4.15%, 9/15/2021
    714,480  
            866,371  
 
The accompanying notes are an integral part of these financial statements.

 
9

 

WBI Absolute Return Balanced Fund
 
SCHEDULE OF INVESTMENTS at May 31, 2013 (Unaudited), Continued

Principal
         
Amount
     
Value
 
   
Health and Personal Care Stores - 0.18%
     
   
Express Scripts, Inc.
     
$ 148,000  
  3.125%, 5/15/2016
  $ 156,297  
     
 
Household Appliance Manufacturing - 0.29%
       
     
Whirlpool Corp.
       
  220,000  
  6.50%, 6/15/2016
    250,461  
     
 
Insurance Carriers - 1.75%
       
     
American International Group, Inc.
       
  800,000  
  5.85%, 1/16/2018
    923,018  
     
Cigna Corp.
       
  140,000  
  8.30%, 1/15/2033
    178,964  
     
Wellpoint, Inc.
       
  440,000  
  3.125%, 5/15/2022
    434,913  
            1,536,895  
     
Investigation and Security Services - 0.13%
       
     
Tyco International Finance
       
  105,000  
  3.375%, 10/15/2015
    110,438  
     
 
Machinery Manufacturing - 0.56%
       
     
Kennametal, Inc.
       
  490,000  
  2.65%, 11/1/2019
    486,820  
     
 
Management of Companies
       
     
  and Enterprises - 0.81%
       
     
JPMorgan Chase & Co.
       
  688,000  
  2.60%, 1/15/2016
    712,107  
     
 
Medical and Diagnostic Laboratories - 0.19%
       
     
Laboratory Corporation of America Holdings
       
  170,000  
  3.75%, 8/23/2022
    170,058  
     
 
Medical Equipment and
       
     
  Supplies Manufacturing - 0.12%
       
     
Zimmer Holdings, Inc.
       
  90,000  
  4.625%, 11/30/2019
    101,036  
     
 
Miscellaneous Manufacturing - 0.98%
       
     
Mattel, Inc.
       
  865,000  
  1.70%, 3/15/2018
    861,401  
 
The accompanying notes are an integral part of these financial statements.

 
10

 

WBI Absolute Return Balanced Fund
 
SCHEDULE OF INVESTMENTS at May 31, 2013 (Unaudited), Continued

Principal
         
Amount
     
Value
 
   
Motion Picture and Video Industries - 0.96%
     
   
Time Warner, Inc.
     
$ 273,000  
  4.00%, 1/15/2022
  $ 289,212  
     
Viacom, Inc.
       
  522,000  
  3.50%, 4/1/2017
    555,403  
            844,615  
     
Newspaper, Periodical, Book, and
       
     
  Directory Publishers - 0.23%
       
     
Thomson Reuters Corp.
       
  193,000  
  3.95%, 9/30/2021
    205,745  
     
 
Non-Depository Credit Intermediation - 1.09%
       
     
American Express Credit
       
  650,000  
  2.80%, 9/19/2016
    684,468  
     
General Electric Capital Corp.
       
  15,000  
  5.55%, 10/15/2020
    17,079  
  230,000  
  5.15%, 6/15/2023
    256,602  
            958,149  
     
Nonmetallic Mineral Mining
       
     
  and Quarrying - 0.66%
       
     
Potash Corporation of Saskatchewan, Inc.
       
  543,000  
  3.25%, 12/1/2017
    579,688  
     
 
Office Supplies, Stationery,
       
     
  and Gift Stores - 0.79%
       
     
Staples, Inc.
       
  680,000  
  2.75%, 1/12/2018
    692,746  
     
 
Pharmaceutical and Medicine
       
     
  Manufacturing - 1.22%
       
     
Amgen, Inc.
       
  656,000  
  2.125%, 5/15/2017
    670,097  
     
Celgene Corp.
       
  400,000  
  3.25%, 8/15/2022
    399,830  
            1,069,927  
     
Pipeline Transportation of Natural Gas - 0.20%
       
     
Kinder Morgan Energy Partners
       
  165,000  
  4.15%, 3/1/2022
    172,944  
 
The accompanying notes are an integral part of these financial statements.

 
11

 

WBI Absolute Return Balanced Fund
 
SCHEDULE OF INVESTMENTS at May 31, 2013 (Unaudited), Continued

Principal
         
Amount
     
Value
 
   
Securities and Commodity Contracts
     
   
  Intermediation and Brokerage - 1.26%
     
   
Goldman Sachs Group, Inc.
     
$ 660,000  
  3.625%, 2/7/2016
  $ 698,518  
     
Prudential Financial, Inc.
       
  384,000  
  3.00%, 5/12/2016
    404,884  
            1,103,402  
     
Software Publishers - 1.14%
       
     
BMC Software, Inc.
       
  315,000  
  4.25%, 2/15/2022
    319,281  
     
Symantec Corp.
       
  660,000  
  2.75%, 6/15/2017
    677,146  
            996,427  
     
Traveler Accommodation - 0.36%
       
     
Marriott International, Inc.
       
  320,000  
  3.25%, 9/15/2022
    312,828  
     
 
Wireless Telecommunications Carriers - 0.57%
       
     
AT&T, Inc.
       
  336,000  
  4.45%, 5/15/2021
    375,620  
     
BellSouth Telecommunications, Inc.
       
  100,000  
  6.375%, 6/1/2028
    120,709  
            496,329  
     
TOTAL CORPORATE BONDS
       
     
  (Cost $16,802,593)
    16,825,441  
               
Shares
 
SHORT-TERM INVESTMENTS - 5.68%
       
  4,973,823  
Invesco STIT-Treasury Portfolio -
       
     
  Institutional Class, 0.02% (b)
    4,973,823  
     
TOTAL SHORT-TERM INVESTMENTS
       
     
  (Cost $4,973,823)
    4,973,823  
     
TOTAL INVESTMENTS IN SECURITIES
       
     
  (Cost $86,384,144) - 99.72%
    87,369,665  
     
Other Assets in Excess of Liabilities - 0.28%
    242,670  
     
NET ASSETS - 100.00%
  $ 87,612,335  
 
ADR - American Depositary Receipt
ETF - Exchange-Traded Fund
(a)
U.S. traded security of a foreign issuer.
(b)
Rate shown is the 7-day annualized yield as of May 31, 2013.
 
The accompanying notes are an integral part of these financial statements.

 
12

 

WBI Absolute Return Dividend Growth Fund
 
SCHEDULE OF INVESTMENTS at May 31, 2013 (Unaudited)

Shares
 
COMMON STOCKS - 87.24%
 
Value
 
   
Administrative and Support Services - 2.95%
     
  40,825  
Robert Half International, Inc.
  $ 1,419,077  
     
 
Air Transportation - 1.03%
       
  10,167  
Ryanair Holdings PLC - ADR
    496,556  
     
 
Chemical Manufacturing - 8.23%
       
  19,322  
Agrium, Inc. (a)
    1,784,966  
  18,826  
Eastman Chemical Co.
    1,350,201  
  5,119  
Novo Nordisk A/S - ADR
    824,671  
            3,959,838  
     
Clothing and Clothing
       
     
  Accessories Stores - 6.79%
       
  35,385  
Foot Locker, Inc.
    1,214,413  
  50,597  
Gap, Inc.
    2,051,709  
            3,266,122  
     
Computer and Electronic
       
     
  Product Manufacturing - 4.93%
       
  4,241  
Apple, Inc.
    1,907,093  
  16,576  
MKS Instruments, Inc.
    466,614  
            2,373,707  
     
Electrical Equipment, Appliance, and
       
     
  Component Manufacturing - 4.05%
       
  33,922  
Emerson Electric Co.
    1,949,158  
     
 
Fabricated Metal
       
     
  Product Manufacturing - 4.17%
       
  15,157  
Parker Hannifin Corp.
    1,512,063  
  5,447  
Snap-on, Inc.
    496,167  
            2,008,230  
     
Insurance Carriers and
       
     
  Related Activities - 3.82%
       
  28,800  
Manulife Financial Corp. (a)
    455,040  
  48,594  
Unum Group
    1,383,957  
            1,838,997  
     
Machinery Manufacturing - 3.81%
       
  24,649  
KLA-Tencor Corp.
    1,387,492  
  59,314  
Nam Tai Electronics, Inc. (a)
    444,855  
            1,832,347  
 
The accompanying notes are an integral part of these financial statements.

 
13

 

WBI Absolute Return Dividend Growth Fund
 
SCHEDULE OF INVESTMENTS at May 31, 2013 (Unaudited), Continued

Shares
     
Value
 
   
Merchant Wholesalers, Durable Goods - 1.98%
     
  10,320  
Applied Industrial Technologies, Inc.
  $ 496,082  
  18,391  
Schnitzer Steel Industries, Inc. - Class A
    454,258  
            950,340  
     
Miscellaneous Manufacturing - 6.84%
       
  15,491  
Baxter International, Inc.
    1,089,482  
  37,815  
Coach, Inc.
    2,203,102  
            3,292,584  
     
Oil and Gas Extraction - 3.88%
       
  61,664  
Suncor Energy, Inc. (a)
    1,869,036  
     
 
Paper Manufacturing - 3.84%
       
  12,567  
Domtar Corp.
    910,730  
  19,141  
Packaging Corp of America
    937,909  
            1,848,639  
     
Personal and Laundry Services - 0.97%
       
  10,215  
Weight Watchers International, Inc.
    468,358  
     
 
Petroleum and Coal
       
     
  Products Manufacturing - 3.60%
       
  34,946  
HollyFrontier Corp.
    1,729,827  
     
 
Professional, Scientific, and
       
     
  Technical Services - 3.08%
       
  28,779  
Ebix, Inc.
    570,975  
  18,836  
URS Corp.
    912,416  
            1,483,391  
     
Rail Transportation - 1.87%
       
  5,805  
Union Pacific Corp.
    897,569  
     
 
Securities, Commodity Contracts, and
       
     
  Other Financial Investments and
       
     
  Related Activities - 6.16%
       
  4,488  
BlackRock, Inc.
    1,253,050  
  73,009  
TD Ameritrade Holding Corp.
    1,711,331  
            2,964,381  
     
Support Activities for Mining - 2.93%
       
  23,416  
Ensco PLC - Class A (a)
    1,408,941  
 
The accompanying notes are an integral part of these financial statements.

 
14

 

WBI Absolute Return Dividend Growth Fund
 
SCHEDULE OF INVESTMENTS at May 31, 2013 (Unaudited), Continued

Shares
     
Value
 
   
Telecommunications - 6.01%
     
  43,824  
Mobile TeleSystems - ADR
  $ 844,489  
  21,410  
Time Warner Cable, Inc.
    2,044,869  
            2,889,358  
     
Transportation Equipment
       
     
  Manufacturing - 3.61%
       
  78,767  
Ford Motor Co.
    1,235,066  
  11,690  
Thor Industries, Inc.
    499,280  
            1,734,346  
     
Utilities - 2.69%
       
  8,442  
Siemens AG - ADR
    887,254  
  16,169  
Ultrapar Participacoes S.A. - ADR
    407,944  
            1,295,198  
     
TOTAL COMMON STOCKS
       
     
  (Cost $40,434,945)
    41,976,000  
               
     
EXCHANGE-TRADED FUNDS - 5.17%
       
  15,251  
SPDR S&P 500 ETF Trust
    2,489,574  
     
 
TOTAL EXCHANGE-TRADED FUNDS
       
     
  (Cost $2,244,295)
    2,489,574  
               
     
PREFERRED STOCKS - 2.71%
       
     
Beverage and Tobacco
       
     
  Product Manufacturing - 2.71%
       
  34,200  
Companhia de Bebidas
       
     
  das Americas - ADR
    1,301,994  
     
 
TOTAL PREFERRED STOCKS
       
     
  (Cost $1,396,102)
    1,301,994  
 
The accompanying notes are an integral part of these financial statements.

 
15

 

WBI Absolute Return Dividend Growth Fund
 
SCHEDULE OF INVESTMENTS at May 31, 2013 (Unaudited), Continued

Shares
 
SHORT-TERM INVESTMENTS - 9.26%
 
Value
 
  4,454,356  
Invesco STIT-Treasury Portfolio -
     
     
  Institutional Class, 0.02% (b)
  $ 4,454,356  
     
TOTAL SHORT-TERM INVESTMENTS
       
     
  (Cost $4,454,356)
    4,454,356  
     
TOTAL INVESTMENTS IN SECURITIES
       
     
  (Cost $48,529,698) - 104.38%
    50,221,924  
     
Liabilities in Excess
       
     
  of Other Assets - (4.38)%
    (2,106,884 )
     
NET ASSETS - 100.00%
  $ 48,115,040  
 
ADR - American Depositary Receipt
ETF - Exchange-Traded Fund
(a)
U.S. traded security of a foreign issuer.
(b)
Rate shown is the 7-day annualized yield as of May 31, 2013.
 
The accompanying notes are an integral part of these financial statements.

 
16

 

(This Page Intentionally Left Blank.)
 

 
17

 

WBI Funds
 
STATEMENTS OF ASSETS AND LIABILITIES at May 31, 2013 (Unaudited)

   
WBI Absolute
   
WBI Absolute
 
   
Return
   
Return
 
   
Balanced
   
Dividend
 
   
Fund
   
Growth Fund
 
ASSETS
           
Investments in securities, at value
           
  (identified cost $86,384,144
           
  and $48,529,698, respectively)
  $ 87,369,665     $ 50,221,924  
Receivables
               
Investment securities sold
    763,693        
Dividends and interest
    266,781       120,257  
Fund shares sold
    261,071       204,058  
Dividend tax reclaim
          1,556  
Prepaid expenses
    88,240       48,800  
Total assets
    88,749,450       50,596,595  
LIABILITIES
               
Payables
               
Investment securities purchased
    875,737       2,376,685  
Fund shares redeemed
    117,304       13,000  
Advisory fees
    77,767       32,778  
Administration and fund accounting fees
    25,754       24,367  
12b-1 fees
    13,237       5,580  
Transfer agent fees and expenses
    12,675       13,915  
Audit fees
    9,493       9,493  
Shareholder reporting
    2,420       2,741  
Chief Compliance Officer fee
    2,230       2,231  
Custody fees
    257       103  
Legal fees
    241       662  
Total liabilities
    1,137,115       2,481,555  
NET ASSETS
  $ 87,612,335     $ 48,115,040  
 
The accompanying notes are an integral part of these financial statements.

 
18

 

WBI Funds
 
STATEMENTS OF ASSETS AND LIABILITIES at May 31, 2013 (Unaudited), Continued

   
WBI Absolute
   
WBI Absolute
 
   
Return
   
Return
 
   
Balanced
   
Dividend
 
   
Fund
   
Growth Fund
 
CALCULATION OF NET ASSET
           
  VALUE PER SHARE
           
No Load Shares
           
Net assets applicable to shares outstanding
  $ 32,619,404     $ 20,206,636  
Shares issued and outstanding [unlimited number
               
  of shares (par value $0.01) authorized]
    3,051,334       1,701,407  
Net asset value, offering and
               
  redemption price per share
  $ 10.69     $ 11.88  
Institutional Shares
               
Net assets applicable to shares outstanding
  $ 54,992,931     $ 27,908,404  
Shares issued and outstanding [unlimited number
               
  of shares (par value $0.01) authorized]
    5,129,718       2,342,368  
Net asset value, offering and
               
  redemption price per share
  $ 10.72     $ 11.91  
COMPONENTS OF NET ASSETS
               
Paid-in capital
  $ 85,898,141     $ 44,323,041  
Undistributed net investment income/(loss)
    107,713       (1,335 )
Accumulated net realized gain on
               
  investments and options
    620,960       2,101,260  
Net unrealized appreciation on investments
    985,521       1,692,074  
Net assets
  $ 87,612,335     $ 48,115,040  
 
The accompanying notes are an integral part of these financial statements.

 
19

 

(This Page Intentionally Left Blank.)
 

 
20

 

WBI Funds
 
STATEMENTS OF OPERATIONS For the six months ended May 31, 2013 (Unaudited)

   
WBI Absolute
   
WBI Absolute
 
   
Return
   
Return
 
   
Balanced
   
Dividend
 
   
Fund
   
Growth Fund
 
INVESTMENT INCOME
           
Income
           
Dividends (Net of foreign taxes withheld
           
  of $6,736 and $11,237, respectively)
  $ 705,275     $ 451,626  
Interest
    178,745       1,053  
Total investment income
    884,020       452,679  
Expenses
               
Advisory fees (Note 4)
    372,184       176,711  
Administration and fund accounting fees (Note 4)
    51,509       47,900  
Shareholder servicing fees -
               
  Institutional Shares (Note 6)
    27,738       11,078  
Shareholder servicing fees -
               
  No Load Shares (Note 6)
    14,126       9,679  
Distribution fees - No Load Shares (Note 5)
    34,658       20,384  
Transfer agent fees and expenses (Note 4)
    32,747       26,287  
Registration fees
    18,663       14,901  
Audit fees
    9,493       9,493  
Legal fees
    5,441       5,007  
Chief Compliance Officer fee (Note 4)
    4,481       4,481  
Custody fees (Note 4)
    4,384       2,719  
Reports to shareholders
    4,047       1,840  
Trustee fees
    2,531       2,287  
Other expenses
    1,339       1,617  
Insurance expense
    1,216       1,308  
Total expenses
    584,557       335,692  
Add: advisory fee recoupment (Note 4)
    101,423        
Less: advisory fee waiver (Note 4)
          (6,064 )
Net expenses
    685,980       329,628  
Net investment income
    198,040       123,051  
REALIZED AND UNREALIZED GAIN/(LOSS)
               
  ON INVESTMENTS AND OPTIONS
               
Net realized gain/(loss) on:
               
Investments
    627,958       3,124,667  
Purchased options
    (7,200 )     (11,145 )
Written options
          528  
Capital gain distributions from
               
  regulated investment companies
    200        
Net change in unrealized
               
  appreciation/(depreciation) on investments
    61,966       (55,578 )
Net realized and unrealized gain on investments
    682,924       3,058,472  
Net Increase in Net Assets
               
  Resulting from Operations
  $ 880,964     $ 3,181,523  
 
The accompanying notes are an integral part of these financial statements.

 
21

 

WBI Absolute Return Balanced Fund
 
STATEMENTS OF CHANGES IN NET ASSETS

   
Six Months Ended
       
   
May 31, 2013
   
Year Ended
 
   
(Unaudited)
   
November 30, 2012
 
INCREASE/(DECREASE) IN NET
           
  ASSETS FROM:
           
OPERATIONS
           
Net investment income
  $ 198,040     $ 243,640  
Net realized gain/(loss) on:
               
Investments
    627,958       1,038,037  
Purchased options
    (7,200 )      
Capital gain distributions from
               
  regulated investment companies
    200        
Net change in unrealized
               
  appreciation on investments
    61,966       655,784  
Net increase in net assets
               
  resulting from operations
    880,964       1,937,461  
DISTRIBUTIONS TO SHAREHOLDERS
               
From net investment income
               
No Load Shares
    (49,648 )     (76,572 )
Institutional Shares
    (99,487 )     (151,082 )
From net realized gain on investments
               
No Load Shares
    (278,662 )      
Institutional Shares
    (172,158 )      
Total distributions to shareholders
    (599,955 )     (227,654 )
CAPITAL SHARE TRANSACTIONS
               
Net increase in net assets derived from
               
  net change in outstanding shares (a)
    32,904,052       41,532,898  
Total increase in net assets
    33,185,061       43,242,705  
NET ASSETS
               
Beginning of period
    54,427,274       11,184,569  
End of period
  $ 87,612,335     $ 54,427,274  
Undistributed net investment
               
  income at end of period
  $ 107,713     $ 59,191  
 
The accompanying notes are an integral part of these financial statements.

 
22

 

WBI Absolute Return Balanced Fund
 
STATEMENTS OF CHANGES IN NET ASSETS, Continued

(a) A summary of share transactions is as follows:
 
   
No Load Shares
   
No Load Shares
 
   
Six Months Ended
             
   
May 31, 2013
   
Year Ended
 
   
(Unaudited)
   
November 30, 2012
 
   
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
Shares sold
    1,353,773     $ 14,464,340       1,737,707     $ 18,214,570  
Shares issued on
                               
  reinvestments of
                               
  distributions
    19,594       206,972       6,675       68,750  
Shares redeemed**
    (277,041 )     (2,966,546 )     (298,824 )     (3,125,867 )
Net increase
    1,096,326     $ 11,704,766       1,445,558     $ 15,157,453  
** Net of redemption fees of
          $ 627             $ 1,255  
                                 
   
Institutional Shares
   
Institutional Shares
 
   
Six Months Ended
                 
   
May 31, 2013
    Year Ended  
   
(Unaudited)
    November 30, 2012  
   
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
Shares sold
    2,807,667     $ 30,066,249       2,862,198     $ 29,943,312  
Shares issued on
                               
  reinvestments of
                               
  distributions
    23,437       248,038       8,263       85,773  
Shares redeemed**
    (848,963 )     (9,115,001 )     (349,670 )     (3,653,640 )
Net increase
    1,982,141     $ 21,199,286       2,520,791     $ 26,375,445  
** Net of redemption fees of
          $ 3,076             $ 2,332  

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

 
23

 

WBI Absolute Return Dividend Growth Fund
 
STATEMENTS OF CHANGES IN NET ASSETS

   
Six Months Ended
       
   
May 31, 2013
   
Year Ended
 
   
(Unaudited)
   
November 30, 2012
 
INCREASE/(DECREASE) IN NET
           
  ASSETS FROM:
           
OPERATIONS
           
Net investment income
  $ 123,051     $ 216,332  
Net realized gain/(loss) on:
               
Investments
    3,124,667       2,724,400  
Purchased options
    (11,145 )      
Written options
    528        
Net change in unrealized
               
  appreciation/(depreciation) on investments
    (55,578 )     454,030  
Net increase in net assets
               
  resulting from operations
    3,181,523       3,394,762  
DISTRIBUTIONS TO SHAREHOLDERS
               
From net investment income
               
No Load Shares
    (87,471 )     (62,674 )
Institutional Shares
    (96,787 )     (153,402 )
Total distributions to shareholders
    (184,258 )     (216,076 )
CAPITAL SHARE TRANSACTIONS
               
Net increase in net assets derived from
               
  net change in outstanding shares (a)
    18,901,132       2,997,086  
Total increase in net assets
    21,898,397       6,175,772  
NET ASSETS
               
Beginning of period
    26,216,643       20,040,871  
End of period
  $ 48,115,040     $ 26,216,643  
Undistributed net investment
               
  income/(loss) at end of period
  $ (1,335 )   $ 60,018  
 
The accompanying notes are an integral part of these financial statements.

 
24

 

WBI Absolute Return Dividend Growth Fund
 
STATEMENTS OF CHANGES IN NET ASSETS, Continued

(a) A summary of share transactions is as follows:
 
   
No Load Shares
   
No Load Shares
 
   
Six Months Ended
             
   
May 31, 2013
   
Year Ended
 
   
(Unaudited)
   
November 30, 2012
 
   
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
Shares sold
    610,666     $ 7,025,636       925,830     $ 9,548,415  
Shares issued on
                               
  reinvestments of
                               
  distributions
    7,128       78,266       5,215       53,827  
Shares redeemed**
    (101,145 )     (1,164,749 )     (253,178 )     (2,596,668 )
Net increase
    516,649     $ 5,939,153       677,867     $ 7,005,574  
** Net of redemption fees of
          $ 793             $ 2,108  
                                 
   
Institutional Shares
   
Institutional Shares
 
   
Six Months Ended
                 
   
May 31, 2013
   
Year Ended
 
   
(Unaudited)
   
November 30, 2012
 
   
Shares
   
Paid-in Capital
   
Shares
   
Paid-in Capital
 
Shares sold
    1,293,497     $ 14,985,058       730,501     $ 7,446,093  
Shares issued on
                               
  reinvestments of
                               
  distributions
    7,957       87,524       13,940       139,700  
Shares redeemed**
    (185,500 )     (2,110,603 )     (1,120,634 )     (11,594,281 )
Net increase/(decrease)
    1,115,954     $ 12,961,979       (376,193 )   $ (4,008,488 )
** Net of redemption fees of
          $ 554             $ 1,304  

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

 
25

 

WBI Absolute Return Balanced Fund
 
FINANCIAL HIGHLIGHTS – For a share outstanding throughout each period

      No Load Shares  
   
Six Months
         
December 29,
 
   
Ended
   
Year
    2010*  
   
May 31,
   
Ended
   
to
 
   
2013
   
November 30,
   
November 30,
 
   
(Unaudited)
   
2012
      2011  
Net asset value, beginning of period
  $ 10.65     $ 9.83     $ 10.00  
Income from investment operations:
                       
Net investment income
    0.02 ^     0.08 ^     0.08 ^
Net realized and unrealized gain/(loss)
                       
  on investments and options
    0.12       0.83       (0.25 )
Total from investment operations
    0.14       0.91       (0.17 )
Less distributions:
                       
From net investment income
    (0.02 )     (0.09 )      
From net realized
                       
  gain on investments
    (0.08 )            
Total distributions
    (0.10 )     (0.09 )      
Redemption fees retained
    0.00 ^#     0.00 ^#     0.00 ^#
Net asset value, end of period
  $ 10.69     $ 10.65     $ 9.83  
                         
Total return
    1.37 %‡     9.34 %     -1.70 %‡
                         
Ratios/supplemental data:
                       
Net assets, end of period (thousands)
  $ 32,619     $ 20,826     $ $5,010  
Ratio of expenses to average net assets (a):
                       
Before expense
                       
  reimbursement/recoupment
    1.73 %†     2.21 %     6.66 %†
After expense
                       
  reimbursement/recoupment
    2.00 %†     2.00 %     2.00 %†
Ratio of net investment income/(loss)
                       
  to average net assets (b):
                       
Before expense
                       
  reimbursement/recoupment
    0.66 %†     0.51 %     (3.77 )%†
After expense
                       
  reimbursement/recoupment
    0.39 %†     0.72 %     0.89 %†
Portfolio turnover rate
    65.16 %‡     202.76 %     225.23 %‡

*
Commencement of operations.
^
Per share numbers have been calculated using the average shares method.
#
Amount is less than $0.01.
Not annualized.
Annualized.
(a)
Does not include expenses of the investment companies in which the Fund invests.
(b)
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
 
The accompanying notes are an integral part of these financial statements.

 
26

 

WBI Absolute Return Balanced Fund
 
FINANCIAL HIGHLIGHTS – For a share outstanding throughout each period

    Institutional Shares  
   
Six Months
         
December 29,
 
   
Ended
   
Year
    2010*  
   
May 31,
   
Ended
   
to
 
   
2013
   
November 30,
   
November 30,
 
   
(Unaudited)
   
2012
      2011  
Net asset value, beginning of period
  $ 10.68     $ 9.85     $ 10.00  
Income from investment operations:
                       
Net investment income
    0.03 ^     0.10 ^     0.10 ^
Net realized and unrealized gain/(loss)
                       
  on investments and options
    0.12       0.84       (0.25 )
Total from investment operations
    0.15       0.94       (0.15 )
Less distributions:
                       
From net investment income
    (0.03 )     (0.11 )      
From net realized gain on investments
    (0.08 )            
Total distributions
    (0.11 )     (0.11 )      
Redemption fees retained
    0.00 ^#     0.00 ^#     0.00 ^#
Net asset value, end of period
  $ 10.72     $ 10.68     $ 9.85  
                         
Total return
    1.42 %‡     9.65 %     -1.50 %‡
                         
Ratios/supplemental data:
                       
Net assets, end of period (thousands)
  $ 54,993     $ 33,602     $ 6,174  
Ratio of expenses to average net assets (a):
                       
Before expense
                       
  reimbursement/recoupment
    1.47 %†     1.94 %     5.80 %†
After expense
                       
  reimbursement/recoupment
    1.75 %†     1.75 %     1.75 %†
Ratio of net investment income/(loss)
                       
  to average net assets (b):
                       
Before expense
                       
  reimbursement/recoupment
    0.89 %†     0.76 %     (2.97 )%†
After expense
                       
  reimbursement/recoupment
    0.61 %†     0.95 %     1.08 %†
Portfolio turnover rate
    65.16 %‡     202.76 %     225.23 %‡

*
Commencement of operations.
^
Per share numbers have been calculated using the average shares method.
#
Amount is less than $0.01.
Not annualized.
Annualized.
(a)
Does not include expenses of the investment companies in which the Fund invests.
(b)
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
 
The accompanying notes are an integral part of these financial statements.

 
27

 

WBI Absolute Return Dividend Growth Fund
 
FINANCIAL HIGHLIGHTS – For a share outstanding throughout each period

    No Load Shares  
   
Six Months
         
December 29,
 
   
Ended
   
Year
    2010*  
   
May 31,
   
Ended
   
to
 
   
2013
   
November 30,
   
November 30,
 
   
(Unaudited)
   
2012
      2011  
Net asset value, beginning of period
  $ 10.86     $ 9.50     $ 10.00  
Income from investment operations:
                       
Net investment income
    0.03 ^     0.06 ^     0.03 ^
Net realized and unrealized gain/(loss)
                       
  on investments and options
    1.06       1.37       (0.55 )
Total from investment operations
    1.09       1.43       (0.52 )
Less distributions:
                       
From net investment income
    (0.07 )     (0.07 )      
Total distributions
    (0.07 )     (0.07 )      
Redemption fees retained
    0.00 ^#     0.00 ^#     0.02 ^
Net asset value, end of period
  $ 11.88     $ 10.86     $ 9.50  
                         
Total return
    10.11 %‡     15.16 %     -5.00 %‡
                         
Ratios/supplemental data:
                       
Net assets, end of period (thousands)
  $ 20,207     $ 12,866     $ 4,815  
Ratio of expenses to average net assets (a):
                       
Before expense reimbursement
    2.04 %†     2.31 %     4.56 %†
After expense reimbursement
    2.00 %†     2.00 %     2.00 %†
Ratio of net investment income/(loss)
                       
  to average net assets (b):
                       
Before expense reimbursement
    0.56 %†     0.23 %     (2.20 )%†
After expense reimbursement
    0.60 %†     0.54 %     0.36 %†
Portfolio turnover rate
    116.24 %‡     261.95 %     301.31 %‡

*
Commencement of operations.
^
Per share numbers have been calculated using the average shares method.
#
Amount is less than $0.01.
Not annualized.
Annualized.
(a)
Does not include expenses of the investment companies in which the Fund invests.
(b)
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
 
The accompanying notes are an integral part of these financial statements.

 
28

 

WBI Absolute Return Dividend Growth Fund
 
FINANCIAL HIGHLIGHTS – For a share outstanding throughout each period

    Institutional Shares  
   
Six Months
         
December 29,
 
   
Ended
   
Year
    2010*  
   
May 31,
   
Ended
   
to
 
   
2013
   
November 30,
   
November 30,
 
   
(Unaudited)
   
2012
      2011  
Net asset value, beginning of period
  $ 10.89     $ 9.50     $ 10.00  
Income from investment operations:
                       
Net investment income
    0.04 ^     0.10 ^     0.05 ^
Net realized and unrealized gain/(loss)
                       
  on investments and options
    1.06       1.39       (0.55 )
Total from investment operations
    1.10       1.49       (0.50 )
Less distributions:
                       
From net investment income
    (0.08 )     (0.10 )      
Total distributions
    (0.08 )     (0.10 )      
Redemption fees retained
    0.00 ^#     0.00 ^#     0.00 ^#
Net asset value, end of period
  $ 11.91     $ 10.89     $ 9.50  
                         
Total return
    10.13 %‡     15.75 %     -5.00 %‡
                         
Ratios/supplemental data:
                       
Net assets, end of period (thousands)
  $ 27,908     $ 13,351     $ 15,226  
Ratio of expenses to average net assets (a):
                       
Before expense reimbursement
    1.78 %†     1.95 %     2.92 %†
After expense reimbursement
    1.75 %†     1.57 %     1.75 %†
Ratio of net investment income/(loss)
                       
  to average net assets (b):
                       
Before expense reimbursement
    0.75 %†     0.61 %     (0.59 )%†
After expense reimbursement
    0.78 %†     0.99 %     0.58 %†
Portfolio turnover rate
    116.24 %‡     261.95 %     301.31 %‡

*
Commencement of operations.
^
Per share numbers have been calculated using the average shares method.
#
Amount is less than $0.01.
Not annualized.
Annualized.
(a)
Does not include expenses of the investment companies in which the Fund invests.
(b)
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
 
The accompanying notes are an integral part of these financial statements.

 
29

 

WBI Funds
 
NOTES TO FINANCIAL STATEMENTS at May 31, 2013 (Unaudited)

NOTE 1 – ORGANIZATION
 
The WBI Absolute Return Balanced Fund and the WBI Absolute Return Dividend Growth Fund (the “Funds”) are each diversified series of Advisors Series Trust (the “Trust”), which is registered under the Investment Company Act of 1940 (the “1940 Act”) as an open-end management investment company.  Each Fund offers No Load Shares and Institutional Shares. The investment objective of the WBI Absolute Return Balanced Fund is to seek current income and long-term appreciation, while also seeking to protect principal during unfavorable market conditions. The investment objective of the WBI Absolute Return Dividend Growth Fund is to seek long-term capital appreciation and current income. The Funds commenced operations on December 29, 2010.
 
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of significant accounting policies consistently followed by the Funds. These policies are in conformity with accounting principles generally accepted in the United States of America.
 
 
A.
Security Valuation:  All investments in securities are recorded at their estimated fair value, as described in note 3.
 
 
B.
Federal Income Taxes:  It is the Funds’ policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to shareholders. Therefore, no Federal income or excise tax provision is required.
 
The Funds recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities.  Management has analyzed the Funds’ tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for the open tax years 2011-2012, or expected to be taken in the Funds’ 2013 tax returns.  The Funds identify their major tax jurisdictions as U.S. Federal and the state of Wisconsin; however the Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
 
 
C.
Security 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. Discounts and premiums on securities purchased are amortized over the life of the respective security. Dividend income, income and capital gain distributions from underlying funds, and distributions to shareholders are recorded on the ex-dividend date. Withholding taxes on foreign dividends have been provided for in
 

 
30

 

WBI Funds
 
NOTES TO FINANCIAL STATEMENTS at May 31, 2013 (Unaudited), Continued

accordance with the Funds’ understanding of the applicable country’s tax rules and rates.
 
The Funds distribute substantially all net investment income, if any, quarterly and net realized capital gains, if any, annually.  The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations, which differs 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.
 
Investment income, expenses (other than those specific to the class of shares), and realized and unrealized gains and losses on investments are allocated to the separate classes of each Fund based upon their relative net assets on the date income is earned or expensed and realized and unrealized gains and losses are incurred.
 
Each Fund is charged for those expenses that are directly attributable to the Fund, such as investment advisory, custody and transfer agent fees.  Expenses that are not attributable to a Fund are typically allocated among the Funds in proportion to their respective net assets.
 
 
D.
Reclassification of Capital Accounts:  Accounting principles generally accepted in the United States of America require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting.  These reclassifications have no effect on net assets or net asset value per share.
 
 
E.
Use of Estimates:  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.
 
 
F.
Redemption Fees:  The Funds charge a 2.00% redemption fee to shareholders who redeem shares held for 60 days or less.  Such fees are retained by the Fund and accounted for as an addition to paid-in capital.  During the six months ended May 31, 2013, the WBI Absolute Return Balanced Fund – No Load Shares, and Institutional Shares retained $627 and $3,076, respectively, in redemption fees. During the six months ended May 31, 2013, the WBI Absolute Return Dividend Growth Fund – No Load Shares and Institutional Shares retained $793 and $554, respectively, in redemption fees.
 

 
31

 

WBI Funds
 
NOTES TO FINANCIAL STATEMENTS at May 31, 2013 (Unaudited), Continued

 
G.
Derivative Transactions:  The Funds have adopted the financial accounting reporting rules as required by the Derivatives and Hedging Topic of the FASB Accounting Standards Codification. The Funds are required to include enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position.
 
The Funds are subject to equity price risk in the normal course of pursuing their investment objectives. The Funds enter into written call options to hedge against changes in the value of equities. The writing of call options is intended to reduce the volatility of the portfolio and to earn premium income. Written call options expose the Funds to minimal counterparty credit risk since they are exchange traded and the exchange’s clearing house guarantees the options against default. The Funds may also purchase put options to provide protection against adverse price effects from changes in prices of securities.  In addition, the Funds enter into written put options to hedge against changes in the value of purchased put options.
 
The Funds may purchase and write call and put options on securities and indices and enter into related closing transactions.  As a holder of a call option, the Funds have the right, but not the obligation, to purchase a security at the exercise price during the exercise period.  As the writer of a call option, the Funds have the obligation to sell the security at the exercise price during the exercise period in the event the option is exercised.  As a holder of a put option, the Funds have the right, but not the obligation, to sell a security at the exercise price during the exercise period.  As the writer of a put option, the Funds have the obligation to buy the underlying security at the exercise price during the exercise period.
 
When the Funds write an option, an amount equal to the premium received by the Funds is recorded as a liability and is subsequently adjusted to the current fair value of the option written.  Premiums received from writing options that expire unexercised are treated by the Funds on the expiration date as realized gains from options written.  The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss.  If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether the Funds have realized a gain or a loss.  If a put option is exercised, the premium is deducted from the cost basis of the security purchased.  The Funds, as writers of an option, bear the market risk of an unfavorable change in the price of the security underlying the written option.
 

 
32

 

WBI Funds
 
NOTES TO FINANCIAL STATEMENTS at May 31, 2013 (Unaudited), Continued

When purchasing options, the Funds will recognize a realized loss equal to the premium paid to purchase the option, if the option expires unexercised.  The difference between the proceeds received on effecting a closing sale transaction and the premium paid will be recognized as a realized gain or loss.  If a put option is exercised, the premium paid is deducted from the proceeds on the sale of the underlying security in determining whether the Funds have a realized gain or loss.
 
Average Balance Information
 
The average monthly market values of purchased and written options during the period ended May 31, 2013 for the WBI Absolute Return Balanced Fund was $1,167 and $8,000, respectively.
 
Transactions in written options contracts for the period ended May 31, 2013, are as follows:
 
WBI Absolute Return Balanced Fund
           
   
Contracts
   
Premiums Received
 
Beginning Balance
        $  
Options Written
    200       9,800  
Options Closed
    (200 )     (9,800 )
Outstanding at May 31, 2013
        $  
 
The average monthly market values of purchased and written options during the period ended May 31, 2013 for the WBI Absolute Return Dividend Growth Fund was $1,325 and $8,638, respectively.
 
Transactions in written options contracts for the period ended May 31, 2013, are as follows:
 
WBI Absolute Return Dividend Growth Fund
           
   
Contracts
   
Premiums Received
 
Beginning Balance
        $  
Options Written
    195       10,905  
Options Expired
    (24 )     (528 )
Options Closed
    (171 )     (10,377 )
Outstanding at May 31, 2013
        $  
 
The effect of derivative instruments on the statement of operations for the period ended May 31, 2013 is as follows:
 
WBI Absolute Return Balanced Fund
       
 
Location of  Gain/(Loss) on
     
Derivative Type
Derivatives Recognized in Income
 
Value
 
Equity Contract
Change in realized loss on
  $ (7,200 )
 
purchased options
       


 
33

 

WBI Funds
 
NOTES TO FINANCIAL STATEMENTS at May 31, 2013 (Unaudited), Continued

WBI Absolute Return Dividend Growth Fund
       
 
Location of  Gain/(Loss) on
     
Derivative Type
Derivatives Recognized in Income
 
Value
 
Equity Contract
Change in realized loss on
  $ (11,145 )
 
purchased options
       
Equity Contract
Change in realized gain on
    528  
 
written options
       
 
 
H.
Events Subsequent to the Fiscal Period End:  In preparing the financial statements as of May 31, 2013, management considered the impact of subsequent events for 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:
 
 
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 the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
 
 
Level 3 –
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
 
Following is a description of the valuation techniques applied to the 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. Equity securities, including common stocks and exchange-traded funds, that are primarily traded on a national securities exchange shall be valued at the last sale price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale on such day, at the mean between the bid and asked
 

 
34

 

WBI Funds
 
NOTES TO FINANCIAL STATEMENTS at May 31, 2013 (Unaudited), Continued

prices.  Securities primarily traded in the NASDAQ Global Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price (“NOCP”).  If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and asked prices.  Over-the-counter securities which are not traded in the NASDAQ Global Market System shall be valued at the most recent sales price.  Investments in open-end mutual funds are valued at their net asset value per share.  To the extent, these securities are actively traded and valuation adjustments are not applied, they are categorized in level 1 of the fair value hierarchy.
 
Corporate Bonds – Corporate bonds, including listed issues, are valued at market on the basis of valuations furnished by an independent pricing service which utilizes both dealer-supplied valuations and formula-based techniques.  The pricing service may consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads, and fundamental data relating to the issuer.  Most corporate bonds are categorized in level 2 of the fair value hierarchy.
 
Options – Options are valued using the composite pricing via the National Best Bid and Offer quotes. Composite pricing looks at the last trade on the exchange where the option is traded. If there are no trades for an option on a given business day, as of closing, the Funds will value the option at the mean of the highest bid price and lowest ask price across the exchanges where the option is traded. Options that are valued based on quoted prices from the exchange are categorized in level 1 of the fair value hierarchy. Options that are valued at the mean of the highest bid price and lowest asked price are categorized in level 2.
 
Short-Term Securities – Short-term securities having a maturity of 60 days or less are valued at amortized cost, which approximates market value.  To the extent the inputs are observable and timely, these securities would be classified in level 2 of the fair value hierarchy.
 
Securities for which market quotations are not readily available or if the closing price does not represent fair value, are valued following procedures approved by the Board of Trustees (“Board”).  These procedures consider many factors, including the type of security, size of holding, trading volume and news events.  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.
 
The Board has delegated day-to-day valuation issues to a Valuation Committee which is comprised of one or more trustees and representatives from U.S. Bancorp Fund Services, LLC, the Funds’ administrator. The function of the Valuation Committee is to value securities where current and reliable market quotations are not readily available. All actions taken by the Valuation Committee are reviewed and ratified by the Board.
 

 
35

 

WBI Funds
 
NOTES TO FINANCIAL STATEMENTS at May 31, 2013 (Unaudited), Continued

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.  The following is a summary of the inputs used to value the Funds’ securities as of May 31, 2013:
 
WBI Absolute Return Balanced Fund
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
                       
  Agriculture, Forestry,
                       
    Fishing, and Hunting
  $ 1,941,014     $     $     $ 1,941,014  
  Arts, Entertainment and
                               
    Recreation
    844,505                   844,505  
  Finance and Insurance
    6,592,300                   6,592,300  
  Information
    3,770,287                   3,770,287  
  Manufacturing
    15,964,117                   15,964,117  
  Professional, Scientific
                               
    and Technical Services
    1,961,498                   1,961,498  
  Retail Trade
    2,364,358                   2,364,358  
  Wholesale Trade
    962,623                   962,623  
Total Common Stocks
    34,400,702                   34,400,702  
Exchange-Traded Funds
    31,169,699                   31,169,699  
Corporate Bonds
                               
  Accommodation and
                               
    Food Services
          312,828             312,828  
  Administrative Support
                               
    and Waste Management
          726,532             726,532  
  Finance and Insurance
          5,774,979             5,774,979  
  Health Care and Social
                               
    Assistance
          170,058             170,058  
  Information
          2,653,554             2,653,554  
  Manufacturing
          4,181,747             4,181,747  
  Mining, Quarrying, and
                               
    Oil and Gas Extraction
          579,688             579,688  
  Professional, Scientific,
                               
    and Technical Services
          537,697             537,697  
  Retail Trade
          849,043             849,043  
  Transportation and
                               
    Warehousing
          172,944             172,944  
  Utilities
          866,371             866,371  
Total Corporate Bonds
          16,825,441             16,825,441  
Short-Term Investments
    4,973,823                   4,973,823  
Total Investments
                               
  in Securities
  $ 70,544,224     $ 16,825,441     $     $ 87,369,665  


 
36

 

WBI Funds
 
NOTES TO FINANCIAL STATEMENTS at May 31, 2013 (Unaudited), Continued

WBI Absolute Return Dividend Growth Fund
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
                       
  Administrative Support
                       
    and Waste Management
  $ 1,419,077     $     $     $ 1,419,077  
  Finance and Insurance
    4,803,378                   4,803,378  
  Information
    2,889,358                   2,889,358  
  Manufacturing
    20,728,676                   20,728,676  
  Mining, Quarrying, and
                               
    Oil and Gas Extraction
    3,277,977                   3,277,977  
  Other Services (Except
                               
    Public Administration)
    468,358                   468,358  
  Professional, Scientific
                               
    and Technical Services
    1,483,391                   1,483,391  
  Retail Trade
    3,266,122                   3,266,122  
  Transportation and
                               
    Warehousing
    1,394,125                   1,394,125  
  Utilities
    1,295,198                   1,295,198  
  Wholesale Trade
    950,340                   950,340  
Total Common Stocks
    41,976,000                   41,976,000  
Exchange-Traded Funds
    2,489,574                   2,489,574  
Preferred Stock
                               
  Manufacturing
    1,301,994                   1,301,994  
Total Preferred Stock
    1,301,994                   1,301,994  
Short-Term Investments
    4,454,356                   4,454,356  
Total Investments
                               
  in Securities
  $ 50,221,924     $     $     $ 50,221,924  
 
Refer to the Funds’ Schedule of Investments for a detailed break-out of securities by industry classification. Transfers between levels are recognized at May 31, 2013, the end of the reporting period. The Funds recognized no transfers to/from Level 1 or Level 2. There were no Level 3 securities held in the Funds during the period ended May 31, 2013.
 
New Accounting Pronouncement – In January 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-01 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The
 

 
37

 

WBI Funds
 
NOTES TO FINANCIAL STATEMENTS at May 31, 2013 (Unaudited), Continued

guidance requires retrospective application for all comparative periods presented. The Funds are currently evaluating the impact ASU 2013-01 will have on the financial statements disclosures.
 
NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER AGREEMENTS
 
For the six months ended May 31, 2013, WBI Investments, Inc. (the “Advisor”) provided the Funds with investment management services under an Investment Advisory Agreement. The Advisor furnished all investment advice, office space, facilities, and provides most of the personnel needed by the Funds.  As compensation for its services, the Advisor is entitled to a monthly fee at the annual rate of 1.00% based upon the average daily net assets of each Fund. For the six months ended May 31, 2013, the WBI Absolute Return Balanced Fund and the WBI Absolute Return Dividend Growth Fund incurred $372,184 and $176,711, respectively, in advisory fees.
 
The Funds are responsible for their own operating expenses.  For the six months ended May 31, 2013, the Advisor agreed to reduce fees payable to it by the Funds and to pay the Funds’ operating expenses to the extent necessary to limit each Fund’s No Load Shares aggregate annual operating expenses to 2.00% of average daily net assets and each Fund’s Institutional Shares aggregate annual operating expenses to 1.75% of average daily net assets.  The Advisor is permitted to be reimbursed only for fee reductions and expense payments made in the previous three fiscal years.  Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to the Funds’ payment of current ordinary operating expenses.  For the six months ended May 31, 2013, the Advisor recouped expenses of $101,423 for the WBI Absolute Return Balanced Fund.  For the six months ended May 31, 2013, the Advisor reduced its fees and absorbed Fund expenses in the amount of $6,064 for the WBI Absolute Return Dividend Growth Fund. Cumulative expenses subject to recapture pursuant to the aforementioned conditions expire as follows:
 
WBI Absolute
   
WBI Absolute
 
Return Balanced
   
Return Dividend
 
Fund
   
Growth Fund
 
Year
 
Amount
   
Year
   
Amount
 
2014
  $ 80,684     2014     $ 166,283  
2015
    55,787     2015       92,504  
    $ 136,471     2016       6,064  
                  $ 264,851  
 

 
38

 

WBI Funds
 
NOTES TO FINANCIAL STATEMENTS at May 31, 2013 (Unaudited), Continued

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 May 31, 2013, the WBI Absolute Return Balanced Fund and the WBI Absolute Return Dividend Growth Fund incurred the following expenses for administration and fund accounting, transfer agency, chief compliance officer fees, and custody:
 
   
WBI Absolute
   
WBI Absolute
 
   
Return Balanced
   
Return Dividend
 
   
Fund
   
Growth Fund
 
Administration and Fund Accounting
  $ 51,509     $ 47,900  
Transfer Agency (a)
    26,105       22,053  
Chief Compliance Officer
    4,481       4,481  
Custody
    4,384       2,719  
 
(a) Does not include out-of-pocket expenses.
 
At May 31, 2013, the Funds had payables due to USBFS for administration and fund accounting, transfer agency, chief compliance officer fees and to U.S. Bank, N.A. for custody fees in the following amounts:
 
   
WBI Absolute
   
WBI Absolute
 
   
Return Balanced
   
Return Dividend
 
   
Fund
   
Growth Fund
 
Administration and Fund Accounting
  $ 25,754     $ 24,367  
Transfer Agency (a)
    10,981       11,257  
Chief Compliance Officer
    2,230       2,231  
Custody
    257       103  
 
(a) Does not include out-of-pocket expenses.
 
Quasar Distributors, LLC (the “Distributor”) acts as the Funds’ principal underwriter in a continuous public offering of the Funds’ shares.  The Distributor is an affiliate of the Administrator.
 
Certain officers of the Funds are also employees of the Administrator.
 
NOTE 5 – DISTRIBUTION (12B-1) FEE
 
The Funds have adopted a Distribution Plan pursuant to Rule 12b-1 (the “Plan”) for the No Load Shares only. The Plan permits the Funds to pay for
 

 
39

 

WBI Funds
 
NOTES TO FINANCIAL STATEMENTS at May 31, 2013 (Unaudited), Continued

distribution and related expenses at an annual rate of up to 0.25% of the average daily net assets of each Fund’s No Load Shares.  The expenses covered by the Plan may include the cost in connection with the promotion and distribution of shares and the provision of personal services to shareholders, including, but not necessarily limited to, advertising, compensation to underwriters, dealers and selling personnel, the printing and mailing of prospectuses to other than current Fund shareholders, and the printing and mailing of sales literature.  Payments made pursuant to the Plan will represent compensation for distribution and service activities, not reimbursements for specific expenses incurred.  For the six months ended May 31, 2013, the WBI Absolute Return Balanced Fund No Load Shares and the WBI Absolute Return Dividend Growth Fund No Load Shares paid the Distributor $34,658 and $20,384, respectively.
 
NOTE 6 – SHAREHOLDER SERVICING FEE
 
The Funds have entered into a Shareholder Servicing Agreement (the “Agreement”) with the Advisor, under which the No Load Shares and Institutional Shares may pay servicing fees at an annual rate of 0.40% of the average daily net assets of each class. For the period December 1, 2012 through April 15, 2013 the Advisor voluntarily reduced each Fund’s shareholder servicing plan fee from 0.40% of each Fund’s average daily net assets to 0.00% of each Fund’s average daily net assets. Effective April 16, 2013, the Advisor has determined to reinstate the shareholder servicing plan fee accrual of average daily net assets at 0.35%, for the WBI Absolute Return Balanced Fund – No Load Shares and the WBI Absolute Return Dividend Growth Fund – Institutional Shares. Effective April 16, 2013, the Advisor has determined to reinstate the shareholder servicing plan fee accrual of average daily net assets at 0.40% for the WBI Absolute Return Balanced Fund – Institutional Shares and the WBI Absolute Return Dividend Growth Fund – No Load Shares. Payments to the Advisor under the Agreement may reimburse the Advisor for payments it makes to selected brokers, dealers and administrators which have entered into Service Agreements with the Advisor 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 May 31, 2013, the WBI Absolute Return Balanced Fund No Load Shares and Institutional Shares incurred shareholder servicing fees of $14,126 and $27,738, respectively, under the
 

 
40

 

WBI Funds
 
NOTES TO FINANCIAL STATEMENTS at May 31, 2013 (Unaudited), Continued

Agreement. For the six months ended May 31, 2013, the WBI Absolute Return Dividend Growth Fund No Load Shares and Institutional Shares incurred shareholder servicing fees of $9,679 and $11,078, respectively, under the Agreement.
 
NOTE 7 – PURCHASES AND SALES OF SECURITIES
 
For the six months ended May 31, 2013, the cost of purchases and the proceeds from sales of securities, excluding short-term securities for the WBI Absolute Return Balanced Fund, were $77,109,718 and $26,737,478, respectively.
 
For the six months ended May 31, 2013, the cost of purchases and the proceeds from sales of securities, excluding short-term securities for the WBI Absolute Return Dividend Growth Fund, were $51,319,775 and $30,333,973, respectively.
 
The Funds made no purchases or sales of U.S. government securities.
 
NOTE 8 – LINES OF CREDIT
 
The WBI Absolute Return Balanced Fund and the WBI Absolute Return Dividend Growth Fund had lines of credit in the amount of $1,600,000 and $2,800,000, respectively. These lines of credit are intended to provide short-term financing, if necessary, subject to certain restrictions, in connection with shareholder redemptions. The credit facility is with the Funds’ custodian, U.S. Bank N.A. During the six months ended May 31, 2013, the WBI Absolute Return Balanced Fund and the WBI Absolute Return Dividend Growth Fund did not draw upon their lines of credit. At May 31, 2013, the Funds had no outstanding loan amounts.
 
NOTE 9 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
 
The distributions paid by the Fund during the six months ended May 31, 2013 and the year ended November 30, 2012, were characterized as follows:
 
   
WBI Absolute
   
WBI Absolute
 
   
Return Balanced
   
Return Dividend
 
   
Fund
   
Growth Fund
 
   
May 31,
   
Nov. 30,
   
May 31,
   
Nov. 30,
 
   
2013
   
2012
   
2013
   
2012
 
Ordinary Income
  $ 545,426     $ 227,654     $ 184,258     $ 216,076  
Long-Term Capital Gains
    54,529                    
 
Ordinary income distributions may include dividends paid from short-term capital gains.
 

 
41

 

WBI Funds
 
NOTES TO FINANCIAL STATEMENTS at May 31, 2013 (Unaudited), Continued

As of November 30, 2012, the Funds’ most recently completed fiscal year end, the components of accumulated earnings/(losses) were as follows:
 
   
WBI Absolute
   
WBI Absolute
 
   
Return Balanced
   
Return Dividend
 
   
Fund
   
Growth Fund
 
Cost of investments (a)
  $ 54,965,757     $ 26,504,915  
Gross tax unrealized appreciation
  $ 1,030,067     $ 1,812,293  
Gross tax unrealized depreciation
    (106,512 )     (64,641 )
Net tax unrealized appreciation
    923,555       1,747,652  
Undistributed ordinary income
    455,452       60,018  
Undistributed long-term capital gain
    54,500        
Total distributable earnings
    509,952       60,018  
Other accumulated gains/(losses)
          (1,012,936 )
Total accumulated earnings/(losses)
  $ (1,433,507 )   $ 794,734  
 
 
(a)
The difference between book-basis and tax basis net unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales.
 
At November 30, 2012, the Funds had capital loss carryforwards as follows:
 
   
Short-Term
 
   
Capital Loss Carryover
 
WBI Absolute Return Balanced Fund
  $  
WBI Absolute Return Dividend Growth Fund
    1,012,936  
 
Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 31, 2010, may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses. Under the law in effect prior to the Act, preenactment net capital losses were carried forward for eight years and treated as short-term losses. As a transition rule, the Act requires that postenactment net capital losses be used before pre-enactment net capital losses.
 
WBI Absolute Return Balanced Fund utilized $587,119 of short-term capital loss carryforward and WBI Absolute Dividend Growth Fund utilized $2,694,108 of short-term capital loss carryforward.
 

 
42

 

WBI Funds
 
NOTICE TO SHAREHOLDERS at May 31, 2013 (Unaudited)

How to Obtain a Copy of the Funds’ Proxy Voting Policies
 
A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-855-WBI-FUND (1-855-924-3863) or on the U.S. Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
 
How to Obtain a Copy of the Funds’ Proxy Voting Records for the 12-Month Period ended June 30
 
Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1-855-WBI-FUND (1-855-924-3863). Furthermore, you can obtain the Funds’ proxy voting records on the SEC’s website at http://www.sec.gov.
 
Quarterly Filings on Form N-Q
 
The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q.  The Funds’ Form N-Q is available on the SEC’s website at http://www.sec.gov.  The Funds’ Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-202-551-8090.  Information included in the Funds’ Form N-Q is also available, upon request, by calling 1-855-WBI-FUND (1-855-924-3863).
 

 
43

 

WBI Funds
 
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited)

WBI Absolute Return Balanced Fund
WBI Absolute Return Dividend Growth 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 WBI Absolute Return Balanced Fund and WBI Absolute Return Dividend Growth Fund (the “Funds”) with WBI Investments, Inc. (the “Advisor”) for an 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 Advisor and the services provided by the Advisor 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 ADVISOR UNDER THE ADVISORY AGREEMENT.  The Board considered the Advisor’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 Advisor involved in the day-to-day activities of the Funds.  The Board also considered the resources and compliance structure of the Advisor, including information regarding its compliance program, its chief compliance officer and the Advisor’s compliance record, and the Advisor’s business continuity plan.  The Board also considered its knowledge of the Advisor’s operations, and noted that during the course of the prior year they had met with the Advisor in person to discuss various marketing and compliance topics, including the Advisor’s diligence in risk oversight.  The Board concluded that the Advisor 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 ADVISOR.  In assessing the quality of the portfolio management delivered by the Advisor, the Board reviewed the short-term and long-term performance of the Funds as of August 31, 2012 on both an absolute basis, and in comparison to both benchmarks and its
 

 
44

 

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

peer funds as classified by Lipper and Morningstar.  The Board considered that each Fund was relatively new, with less than two years of performance information.  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.
 
WBI Absolute Return Balanced Fund.  The Board noted that the WBI Absolute Return Balanced Fund’s performance, with regard to its Lipper comparative universe, was above its peer group median and Lipper Index for all relevant periods.  The Board noted that the Fund’s performance, with regard to its Morningstar comparative universe, was below its peer group median and average for all relevant periods.
 
The Board also considered any differences in performance between similarly managed accounts and the performance of the Fund and reviewed the performance of the Fund against broad-based securities market benchmarks.
 
WBI Absolute Return Dividend Growth Fund.  The Board noted that the WBI Absolute Return Dividend Growth Fund’s performance, with regard to its Lipper comparative universe, was above its peer group median and Lipper Index for all relevant periods.  The Board noted that the Fund’s performance, with regard to its Morningstar comparative universe, was above its peer group median and average for the three-month and one-year periods, and below its peer group median and average for the year-to-date and since-inception periods.
 
The Board also considered any differences in performance between similarly managed accounts and the performance of the Fund and reviewed the performance of the Fund against a broad-based securities market benchmark.
 
 
3.
THE COSTS OF THE SERVICES TO BE PROVIDED BY THE ADVISOR AND THE STRUCTURE OF THE ADVISOR’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 Advisor 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.
 

 
45

 

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

WBI Absolute Return Balanced Fund.  The Board noted that the Advisor had contractually agreed to maintain an annual expense ratio for the WBI Absolute Return Balanced Fund of 1.75% for Institutional shares and 2.00% for No Load shares (the “Expense Caps”).  The Board noted that the Fund’s total expense ratio for both Institutional shares and No Load shares was above the median and average of its peer group.  Additionally, the Board noted that when the Fund’s peer group was adjusted to include only funds with similar asset sizes, the total expense ratio for Institutional shares was below the average of this segment of its peer group, and the total expense ratio for No Load shares was above the average of this segment of its peer group.  The Board also noted that the contractual advisory fee was just below its peer group average, as well as the average of the Fund’s peer group when adjusted to include only funds with similar asset sizes, but above the median of its peer group.  The Board also considered that after advisory fee waivers and the payment of Fund expenses necessary to maintain the Expense Caps, the net advisory fees received by the Advisor from the Fund during the most recent fiscal period were below the peer group median and average.  The Board also took into consideration the services the Advisor provided to its similarly managed account clients, comparing the fees charged for those management services to the management fees charged to the Fund.  The Board found that the management fees charged to the Fund were in-line with the fees charged to the Advisor’s similarly managed account clients.  As a result, the Trustees noted that the Fund’s expenses and advisory fee were not outside the range of its peer group.
 
WBI Absolute Return Dividend Growth Fund.  The Board noted that the Advisor had contractually agreed to maintain an annual expense ratio for the WBI Absolute Return Dividend Growth Fund of 1.75% for Institutional shares and 2.00% for No Load shares (the “Expense Caps”).  The Board noted that the Fund’s total expense ratio for both Institutional shares and No Load shares was above the median and average of its peer group.  Additionally, the Board noted that when the Fund’s peer group was adjusted to include only funds with similar asset sizes, the total expense ratio for Institutional shares was below the average of this segment of its peer group, and the total expense ratio for No Load shares was above the average of this segment of its peer group.  The Board also noted that the contractual advisory fee was just below its peer group average, as well as the average of the Fund’s peer group when adjusted to include only funds with similar asset sizes, but above the median of its peer group.  The Board also considered that after advisory fee waivers and the payment of Fund expenses necessary to maintain the Expense Caps, the net advisory fees received by the Advisor
 

 
46

 

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

from the Fund during the most recent fiscal period were below the peer group median and average.  The Board also took into consideration the services the Advisor provided to its similarly managed account clients, comparing the fees charged for those management services to the management fees charged to the Fund.  The Board found that the management fees charged to the Fund were in-line with the fees charged to the Advisor’s similarly managed account clients.  As a result, the Trustees noted that the Fund’s expenses and advisory fee were not outside the range of its peer group.
 
 
4.
ECONOMIES OF SCALE.  The Board also considered that economies of scale would be expected to be realized by the Advisor as the assets of the Funds grow.  The Board noted that the Advisor has contractually agreed to reduce its advisory fees or reimburse Fund expenses so that each Fund does not exceed its specified Expense Caps.  The Board concluded that there were no effective economies of scale to be shared with the Funds at current asset levels, but indicated they would revisit this issue in the future as circumstances changed and asset levels increased.
 
 
5.
THE PROFITS TO BE REALIZED BY THE ADVISOR AND ITS AFFILIATES FROM THEIR RELATIONSHIP WITH THE FUNDS.  The Board reviewed the Advisor’s financial information and took into account both the direct benefits and the indirect benefits to the Advisor from advising the Funds.  The Board considered the profitability to the Advisor from its relationship with the Funds and considered any additional benefits derived by the Advisor from its relationship with the Funds, including benefits received in the form of Rule 12b-1 fees. The Board also considered that the Funds do not currently utilize “soft dollars,” but may do so in the future.  After such review, the Board determined that the profitability to the Advisor with respect to the Advisory Agreement was not excessive, and that the Advisor had maintained adequate resources and profit levels to support the services it provides to the Funds.
 
No single factor was determinative of the Board’s decision to approve the continuance of the Advisory Agreement for the WBI Absolute Return Balanced Fund and WBI Absolute Return Dividend Growth 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 arrangements with the Advisor, including the advisory fees, were fair and reasonable.  The Board therefore determined that the continuance of the Advisory Agreement for the WBI Absolute Return Balanced Fund and WBI Absolute Return Dividend Growth Fund would be in the best interest of each Fund and its shareholders.
 

 
47

 

WBI Funds
 
PRIVACY NOTICE

The Funds collect non-public information about you from the following sources:
 
  Information we receive about you on applications or other forms;
 
  Information you give us orally; and/or
 
  Information about your transactions with us or others.
 
We do not disclose any non-public personal information about our customers or former customers without the customer’s authorization, except as permitted by law or in response to inquiries from governmental authorities. We may share information with affiliated and unaffiliated third parties with whom we have contracts for servicing the Fund.  We will provide unaffiliated third parties with only the information necessary to carry out their assigned responsibilities.  We maintain physical, electronic and procedural safeguards to guard your non-public personal information and require third parties to treat your personal information with the same high degree of confidentiality.
 
In the event that you hold shares of the Funds through a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared with those entities with unaffiliated third parties.
 

 
48

 

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Investment Advisor
WBI Investments, Inc.
34 Sycamore Avenue, Suite 1-E
Little Silver, NJ  07739


Independent Registered Public Accounting Firm
Tait, Weller & Baker, LLP
1818 Market Street, Suite 2400
Philadelphia, PA  19103


Legal Counsel
Paul Hastings LLP
75 East 55th Street
New York, NY  10022-3205


Custodian
U.S. Bank National Association
Custody Operations
1555 N. River Center Drive, Suite 302
Milwaukee, WI  53212


Transfer Agent, Fund Accountant and Fund Administrator
U.S. Bancorp Fund Services, LLC
615 East Michigan Street, 2nd Floor
Milwaukee, WI  53202
1-855-WBI-FUND (1-855-924-3863)


Distributor
Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, WI  53202






This report is intended for the shareholders of the Funds and may not be used as sales literature unless preceded or accompanied by a current prospectus.  To obtain a free prospectus, please call 1-855-924-3863
 

 
 

 

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    August 8, 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    August 8, 2013

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

Date    August 8, 2013

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