Certified Annual Shareholder Report for Management Investment Companies (n-csr)

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: 811-04262

AMERICAN PENSION INVESTORS TRUST

(Exact name of Registrant as Specified in Charter)

2303 Yorktown Avenue, Lynchburg, Virginia 24501

(Address of Principal Executive Office) (Zip Code)

Registrant’s Telephone Number, including Area Code: (434) 846-1361

(Name and Address of Agent for Service)

David D. Basten

President

American Pension Investors Trust

2303 Yorktown Avenue

Lynchburg, Virginia 24501

Copy to:

W. Lee H. Dunham, Esq.

Sullivan & Worcester LLP

One Post Office Square

Boston, MA 02109

Date of fiscal year end: January 31

Date of reporting period: January 31, 2013

Item 1. Reports to Shareholders.

LOGO

API E FFICIENT F RONTIER C APITAL I NCOME F UND

API E FFICIENT F RONTIER G ROWTH F UND

API E FFICIENT F RONTIER I NCOME F UND

API E FFICIENT F RONTIER C ORE I NCOME F UND

API E FFICIENT F RONTIER V ALUE F UND

API M ASTER A LLOCATION F UND

ANNUAL REPORT DATED JANUARY 31, 2013

LOGO

CONTENTS


Letter to Shareholders			1-2

Financial Statements

Schedule of Investments
Capital Income Fund			3-5
Growth Fund			6-9
Income Fund			10-13
Core Income Fund			14-16
Value Fund			17-20
Master Allocation Fund			21-22

Statements of Assets and Liabilities			23

Statements of Operations			24

Statements of Changes in Net Assets			25-26

Financial Highlights
Capital Income Fund			27-29
Growth Fund			30-31
Income Fund			32-34
Core Income Fund			35-36
Value Fund			37-38
Master Allocation Fund			39-40

Notes to Financial Statements			41-51

Report of Independent Registered Public Accounting Firm			52

Expense Examples			61

Other Information			63

Dear Fellow Shareholders,

Welcome to our annual report for the year ended January 31, 2013. In this report, you will find commentary from the investment team, as well as a listing of portfolio holdings, financial statements and highlights, and detailed information about the performance and positioning of the API Funds.

Our strategy for success involves a long term horizon, broad diversification, and a commitment to analyze market risk and reward based on discipline—not emotion.

The following chart lists the performance returns for the six API Funds as of January 31 2013.


FUND NAME	Inception Date	One Year		Three Year		Five Year		Ten Year/ *Since Inception
API Efficient Frontier Capital Income Fund—Class A	4/13/1998		12.09%		11.92%		3.02%		8.97%
API Efficient Frontier Capital Income Fund—Institutional	7/1/2004		12.63%		12.48%		3.50%		*7.08%
API Efficient Frontier Capital Income Fund—Class L	7/1/2004		11.49%		11.36%		2.50%		*6.04%
API Efficient Frontier Core Income Fund—Class A	7/2/1997		7.19%		8.96%		-1.58%		7.81%
API Efficient Frontier Core Income Fund—Class L	7/1/2004		6.10%		7.86%		-2.58%		*3.01%
API Efficient Frontier Growth Fund—Class L	6/14/1985		15.91%		13.91%		1.86%		8.84%
API Efficient Frontier Growth Fund—Class A	7/1/2004		17.11%		15.06%		2.88%		*6.13%
API Efficient Frontier Income Fund—Class A	7/2/1997		17.09%		10.47%		11.32%		6.13%
API Efficient Frontier Income Fund—Institutional	4/1/2010		17.71%		N/A		N/A		*9.60%
API Efficient Frontier Income Fund—Class L	7/1/2004		16.62%		10.16%		10.68%		*6.36%
API Master Allocation Fund—Class A	3/19/2009		11.97%		11.15%		N/A		*19.99%
API Master Allocation Fund—Class L	3/19/2009		11.40%		10.61%		N/A		*19.40%
API Efficient Frontier Value Fund—Class L	11/2/1992		9.84%		9.77%		-1.78%		8.06%
API Efficient Frontier Value Fund—Class A	7/1/2004		10.89%		10.80%		-0.88%		*4.15%

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 1-800-544-6060.

The maximum front end load for all funds as disclosed in the prospectus is 5.75%. The Advisor has contractually agreed to defer the collection of fees and/or reimburse expenses, but only to the extent necessary to limit Gross Annual Fund Operating Expenses (excluding brokerage fees and commissions; borrowing costs, such as (a) interest and (b) dividend on securities sold short; taxes; indirect expenses incurred by the Underlying Fund in which the Fund invests, and extraordinary expenses) for each fund. As of May 30, 2012, the operating expense ratios for the Income Fund were as follows: Income Fund Class A, 1.81%; Income Fund Class L, 2.31%; Income Fund Institutional Class, 1.31%; Growth Fund Class A, 1.62%; Growth Fund Class L, 2.62%; Capital Income Fund Class A, 1.94%; Capital Income Fund Class L, 2.44%; Capital Income Fund Institutional Class, 1.44%; Core Income Fund Class A, 1.86%; Core Income Fund Class L, 2.86%; Master Allocation Fund Class A, 2.77%; Master Allocation Fund Class L, 3.27%; Value Fund Class A, 1.61%; Value Fund Class L, 2.51%.

ECONOMIC OVERVIEW

The global economic recovery is still slowly proceeding and seems more poised to accelerate than rollover. While typical economic recoveries would see GDP growth north of 5%, this expansion’s anemic growth of around 2% has many believing

that this is the best you can expect. We believe that the potential exists for growth to be greater than expected and the stock market to deliver solid returns. There are a number of factors that we think will contribute to a healthier economy and help drive the market higher in 2013.

The Federal Reserve continues to supply monetary stimulus and based on their statements we expect the stimulus to continue. Globally, central banks from the world’s largest economies, including Bank of England, European Central Bank, Bank of China and Bank of Japan, have joined the Federal Reserve in adding around $9 trillion of liquidity into the worldwide marketplace. To put this in perspective, if the central banks were a country unto themselves they would be the world’s second largest economy; second only to the United States at $15 trillion and ahead of China ($7 trillion), Japan ($6 trillion) and Germany ($4 trillion).

The latest Case-Shiller Home Price Index release showed that home prices were up 4.3% year over year on a nationwide measure. Housing starts and sales also show that the general housing market is beginning to experience a recovery. A housing recovery has many positive aspects; from jobs to appliance sales and to domestic manufacturing in a very broad sense.

The advances in energy exploration and production have the potential to provide broad benefits to the U.S. economy and our environment. North America now produces far more natural gas than any other region. Because of this abundant supply of clean burning natural gas, prices here in North America are inexpensive ($3.60 per BTU in the U.S. vs $12 in Europe). Also, gas is not easily transported over oceans resulting in a huge competitive advantage for U.S. factories.

While a case for a positive outlook is compelling, we are well aware that there are many challenges here in the U.S. and around the world. U.S. Debt outstanding at over $16 trillion, budget deficit over $1 trillion, debt ceiling, sequestration spending cuts and an unemployment rate at 7.9% to name a few. While these are no small issues they are in the early innings of being addressed. Some key data shows signs of moving in a positive direction. As the economy continues to gain traction and our strengths become more apparent, these challenges can be more fully addressed. Overall, we think that GDP growth has the ability to break out not only here in the US but globally.

MARKET OVERVIEW

Global economic trends continue to exhibit positive momentum from earlier months and helped sustain investor sentiment in January. The unexpected decline in U.S. economic output for the fourth quarter of last year was mostly due to a sharp fall in government spending and a smaller inventory buildup, while consumer and business spending exceeded forecasts. Also, recent data suggest that U.S. labor market gains during last year were better than earlier estimates. Although looking less likely, if lawmakers succeed in avoiding the automatic spending cuts scheduled for March as well as putting together an agreement to increase the debt ceiling before May, U.S. economic growth could see even better improvement this year. Regardless of Washington politics, the market could continue adding to last year gains and we think there are a number of contributing factors as to why this could occur.

First and foremost is valuation. At a price to earnings multiple of 13.8 the market is trading well below its historical average of 16.2. Eight of the ten sectors are trading at multiples lower than there historical average with the least expensive being the technology sector. The only two sectors trading above their historical average is utilities and telecom. This valuation gap is also a factor that can be seen in stock buybacks, as S&P 500 company share buybacks are up 300% year-over-year and at a 20 month high. Companies are on pace to retire over 4% of the S&P market cap in buybacks alone. Global merger and acquisitions deal volume was up 32% in the 4 ^th quarter of 2012 and is continuing this year. Fueling this growth is the spread between equity cash flow yields and credit yields near 30 year highs.

Bonds produced solid returns as the benchmark 10 year U.S. Treasury yield fell to a record low in July, closing below 1.5%. By the end of the year, yields had climbed but still remain historically low. We believe that investors shouldn’t be surprised if future results are more modest. While we are not expecting a sharp reversal in the bond market, we do think it is prudent to shorten maturities at this juncture. In addition to the unemployment rate at 7.9% and household debt as a percentage of disposable income at 121%, the Federal Reserve announced on September 13 ^th that it would continue to hold short term rates low at least through mid-2015. These factors along with others bode well for rates to increase at a moderate pace as the economy recovers.

GOING FORWARD

We are optimistic that 2013 will be an attractive year for equities. The markets appear to be providing some opportunity to those who can see past the headline doom of what seems daily political posturing. We believe that most investors may be underestimating the growth potential of many companies and countries. Valuation seems attractive especially in light of the historically low interest rates. Companies continue to hold high levels of cash on their balance sheets. These cash levels can be used to pay down debt and strengthening balance sheets, stock buybacks, mergers and acquisitions, or increase dividend rates. Either way, these actions are to the benefit of shareholders.

It is our commitment to you that we will always strive to be diversified and inclusive of the best ideas the worldwide marketplace has to offer. We are principle focused and fact driven with an owner mindset for value. With an open minded and inclusive process that is clear and repeatable, our passion is to identify superior companies with proven, shareholder-oriented management. Our commitment stands today, as it has in the past, to do our best to reduce your risk and improve your performance over the long term. We are committed to providing our clients with world-class investment management and service.

Thank you again for your continued trust and confidence. We look forward to the future with your support.

Sincerely,

LOGO

David D. Basten

President

Chief Investment Officer

Portfolio Manager

You should carefully consider the investment objectives, potential risks, management fees, and charges and expenses of the Fund before investing. The Fund’s prospectus contains this and other information about the Fund, and should be read carefully before investing. You may obtain a current copy of the Fund’s prospectus by calling 1-800-544-6060. The Performance quoted represents past performance and is no guarantee of future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.

Distributed by Unified Financial Securities, Inc., 2960 North Meridian Street, Suite 300, Indianapolis, IN 46208. (Member FINRA)

API CAPITAL INCOME FUND

PORTFOLIO BREAKDOWN

The following chart shows the types of securities in the Fund’s portfolio at January 31, 2013 (as a percentage of total investments).

LOGO

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

API CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS

January 31, 2013


	Principal/ Shares		Value
Europe Large Cap Stocks — 3.5%
ArcelorMittal ADR		10,000	$	171,600
Banco Santander SA		13,000		106,340
Muenchener Rueckversicherungs-Gesellschaft AG		7,500		138,075
Royal Dutch Shell PLC		1,800		126,936
Telefonica S.A.		11,000		157,960
Total SA ADR		4,000		217,160

				918,071

Europe Small Cap Stocks — 0.4%
Navios Maritime Partners LP		7,000		103,740

Global Large Cap Stocks — 4.4%
Cenovus Energy, Inc.		6,800		226,033
LyondellBasell Industries NV		2,000		126,840
Sanofi-Aventis ADR		5,000		243,400
Toronto Dominion Bank		3,500		292,390
TransCanada Corp.		6,000		284,220

				1,172,883

Global Mid Cap Stocks — 0.6%
TransAlta Corp.		10,200		164,016

International Large Cap Stocks — 4.6%
BCE, Inc.		7,000		310,940
Eni S.p.A. ADR		6,500		324,545
Sasol Ltd. ADR		5,000		216,150
SeaDrill Ltd.		9,000		357,120

				1,208,755

International Market Indexes — 2.7%
iShares Dow Jones EPAC Select Dividend Index Fund		7,000		244,580
iShares Emerging Markets Dividend Index Fund		3,000		167,100
iShares MSCI Australia Index Fund		12,000		313,440

				725,120

International Mid Cap Stocks — 1.3%
PartnerRe Ltd.		4,000		350,760

Japan Large Cap Stocks — 1.2%
NTT DOCOMO, Inc. ADR		12,000		182,040
Nippon Telegraph & Telephone Corp. ADR		6,500		136,890

				318,930

Latin America Large Cap Stocks — 1.9%
Ecopetrol SA ADR		4,500		284,850
Empresa Nacional de Electricidad SA ADR		4,300		221,923

				506,773

Pacific/Asia Large Cap Stocks — 2.5%
China Petroleum & Chemical Corporation		2,200		267,190
	Principal/ Shares		Value
Chungwa Telecom Co., Ltd.		4,000	$	127,880
PetroChina Company Limited		800		113,760
Westpac Banking Corporation		1,000		146,840

				655,670

Pacific/Asia Market Indexes — 3.3%
iShares Asia/Pacific Dividend 30 Index Fund		4,300		241,505
iShares MSCI Pacific ex-Japan Index Fund		6,500		317,135
iShares MSCI Singapore Index Fund		23,000		316,710

				875,350

Scandinavia Large Cap Stocks — 0.9%
Statoil ASA ADR		9,000		238,770

Structured Notes — 2.0%
Morgan Stanley Contingent Income Auto-Callable Securities, Variable Rate, due 1/25/2023	$	200,000		204,930
Morgan Stanley Market Linked Auto-Callable Securities, Variable Rate, due 11/30/2032	$	300,000		312,375

				517,305

United Kingdom Large Cap Stocks — 7.3%
Astrazeneca PLC ADR		4,000		192,720
Aviva plc ADR		26,000		304,460
BP plc		7,000		311,640
BT Group plc		4,000		157,840
Diageo Plc ADR		2,400		286,320
Ensco PLC		5,000		317,850
National Grid PLC ADR		2,000		109,840
Tesco plc		7,300		124,173
Vodafone Group PLC		4,600		125,672

				1,930,515

U.S. Large Cap Stocks — 31.3%
Altria Group, Inc.		8,500		286,280
A T & T, Inc.		7,600		264,404
Baxter International, Inc.		4,000		271,360
Blackrock, Inc.		750		177,210
Bristol-Myers Squibb Company		8,500		307,190
CenturyLink, Inc.		4,000		161,800
Chevron Corp.		2,300		264,845
Coca Cola Co.		8,000		297,920
ConAgra Foods, Inc.		9,300		304,017
Dominion Resources, Inc.		2,400		129,864
Dow Chemical Company		9,000		289,800
DTE Energy Co.		2,500		158,275
Duke Energy Corporation		2,100		144,354
Eli Lilly & Co.		6,000		322,140
Enterprise Products Partners L.P.		2,400		136,008
Exelon Corporation		4,100		128,904

API CAPITAL INCOME FUND

SCHEDULE OF INVESTMENTS, Continued

January 31, 2013


	Principal/ Shares			Value
Freeport-McMoRan Copper & Gold, Inc.		5,100		$	179,775
General Dynamics Corporation		2,800			185,640
General Mills, Inc.		8,000			335,520
H.J. Heinz Company		2,200			133,386
JPMorgan Chase & Co.		7,000			329,350
Kellogg Corporation		3,000			175,500
Kimberly-Clark Corporation		3,500			313,285
Lockheed Martin Corporation		3,100			269,297
M & T Bank Corp.		2,500			256,725
McDonald’s Corp.		3,000			285,870
Merck & Co., Inc.		7,000			302,750
Norfolk Southern Corp.		4,000			275,480
Omnicom Group, Inc.		4,500			244,260
Paychex, Inc.		8,000			261,040
Procter & Gamble Co.		3,000			225,480
Reynolds American, Inc.		6,500			285,870
Southern Company		2,700			119,421
Sysco Corporation		9,500			301,815
Verizon Communications, Inc.		2,800			122,108

					8,246,943

U.S. Micro Cap Stocks — 5.2%
Calamos Asset Management, Inc.		12,000			125,040
Flushing Financial Corporation		11,000			174,240
Full Circle Capital Corporation		26,000			200,200
Medallion Financial Corp.		13,000			166,270
OceanFirst Financial Corp.		20,000			283,800
SeaCube Container Leasing Ltd.		10,000			229,700
State Auto Financial Corp.		13,000			197,860

					1,377,110

U.S. Mid Cap Stocks — 10.5%
AGL Resources, Inc.		5,500			229,900
Ares Capital Corp.		17,000			304,470
Broadridge Financial Solutions, Inc.		15,000			353,550
Cleco Corporation		3,500			149,625
Erie Indemnity Co.		3,500			249,690
Maxim Integrated Products, Inc.		7,500			235,875
Omega Healthcare Investors, Inc.		10,000			255,600
Pinnacle West Capital Corp.		2,700			144,126
Rayonier, Inc.		6,000			323,040
SCANA Corp.		3,000			140,430
Sonoco Products Co.		6,600			204,534
Valley National Bancorp.		17,860			174,849

					2,765,689

U.S. REIT’s — 6.2%
Agree Realty Corp.		4,400			124,784
Arbor Realty Trust, Inc.		18,000			128,340
	Principal/ Shares			Value
Ares Commercial Real Estate Corp.		7,500		$	129,750
Capstead Mortgage Corp.		10,300			127,514
Colony Financial, Inc.		9,000			193,680
Government Properties Income Trust		8,400			208,740
Home Properties, Inc.		4,000			245,880
PennyMac Mortgage Investment Trust		4,800			127,680
Spirit Realty Capital, Inc.		17,400			338,604

					1,624,972

U.S. Small Cap Stocks — 8.2%
HNI Corporation		8,000			252,560
Horace Mann Educators Corporation		16,000			347,840
Laclede Group, Inc.		6,500			259,480
National Health Investors, Inc.		5,000			318,250
Northwest Bancshares, Inc.		20,000			244,000
Speedway Motorsports, Inc.		21,000			343,560
Suburban Propane Partners, L.P.		4,700			198,105
Vanguard Natural Resources, LLC		6,700			186,595

					2,150,390

Total Investments — 98.0% (cost $21,598,869)					25,851,762
Other Assets In Excess Of Liabilities — 2.0%					520,212

Net Assets — 100.0%				$	26,371,974

Costfor federal income tax purposes $21,595,859.
Theaggregate gross unrealized appreciation (depreciation)for all securities is as follows:
Excess of value over tax cost	$	4,503,438
Excess of tax cost over value		(247,535	)

Net Appreciation	$	4,255,903

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

API GROWTH FUND

PORTFOLIO BREAKDOWN

The following chart shows the types of securities in the Fund’s portfolio at January 31, 2013 (as a percentage of total investments).

LOGO

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

API GROWTH FUND

SCHEDULE OF INVESTMENTS

January 31, 2013


	Shares		Value
Emerging Markets Growth — 2.2%
iShares MSCI Emerging Markets Growth Index Fund		5,000	$	287,450
iShares MSCI Emerging Markets Index Fund		6,000		265,320
iShares MSCI Turkey Investable Market Index Fund		2,500		169,050
Market Vectors Vietnam ETF		9,800		209,720

				931,540

Emerging Markets Value — 0.4%
Guggenheim BRIC ETF		4,600		167,854

Europe Large Cap Stocks — 4.8%
ASML Holding N.V.		2,464		185,022
BLDRS Europe 100 ADR Index Fund		9,300		204,600
L’Oreal SA		7,000		207,690
LVMH Moet Hennessey Louis Vuitton SA		6,200		232,810
Nestle SA ADR		2,900		203,928
Roche Holding, Ltd. ADR		3,000		166,440
Siemens AG ADR		1,800		197,136
Syngenta AG ADS		3,000		258,270
Tenaris SA ADR		4,000		168,280
Vanguard MSCI European ETF		3,000		152,790

				1,976,966

Europe Mid Cap Stocks — 0.5%
Core Laboratories N.V.		1,500		191,460

Global Large Cap Stocks — 2.9%
Accenture PLC		3,600		258,804
Cenovus Energy, Inc.		5,500		182,820
iShares MSCI Kokusai Index Fund		4,600		206,264
Lululemon Athletica, Inc.*		2,000		138,000
SAP AG ADS		2,000		164,040
Tim Hortons, Inc.		5,000		250,750

				1,200,678

Global Market Indexes — 0.7%
Vanguard Total World Stock Index Fund		5,500		282,700

Global Mid Cap Stocks — 1.0%
Allied World Assurance Comapny Holdings Ltd.		2,000		169,660
Signet Jewelers Ltd.		3,900		244,062

				413,722

Global Small Cap Stocks — 0.5%
Aircastle Ltd.		14,000		193,200

International Large Cap Stocks — 2.3%
Agrium, Inc.		1,500		170,235
Brookfield Asset Management, Inc.		6,000		221,580
Elan Corporation plc ADR*		13,000		136,630
Potash Corporation of Saskatchewan, Inc.		4,500		191,250
Prothena Corporation plc		317	$	1,905
Valeant Pharmaceuticals International, Inc.*		3,600		238,752

				960,352

International Market Indexes — 1.1%
iShares MSCI EAFE Growth Index Fund		2,500		154,925
iShares MSCI EAFE Small Cap Index Fund		7,000		297,080

				452,005

International Mid Cap Stocks — 0.5%
Lazard Ltd.		6,500		225,225

International Small Cap Stocks — 1.3%
Accelrys, Inc.*		21,000		197,820
Mercer International, Inc.*		22,500		178,245
Schweitzer-Mauduit International, Inc.		4,000		162,960

				539,025

Japan Large Cap Stocks — 0.4%
FANUC CORPORATION		6,100		157,819

Japan Small Cap Stocks — 0.5%
iShares Japan Small Cap Index Fund		4,500		204,543

Latin America Large Cap Stocks — 3.8%
BanColombia SA ADR		3,100		215,481
Banco Santander — Chile ADR		6,493		196,089
Brsil Foods SA		11,100		246,420
Enersis SA ADR		12,000		235,800
Fomento Economico Mexicano S.A.B. de C.V. ADR		1,600		172,624
Grupo Televisa SA ADR		9,500		266,095
Sociedad Quimica Minera de Chile ADR		4,000		227,360

				1,559,869

Latin America Market Indexes — 0.6%
iShares S&P Latin American 40 Index Fund		5,500		250,195

Latin America Mid Cap Stocks — 0.8%
Embraer-Empresa Brasileira de Aeronautica SA ADR		9,500		313,215

Pacific/Asia Large Cap Stocks — 2.4%
BHP Billiton Ltd. ADR		2,800		220,416
CNOOC, Ltd. ADR		1,200		246,396
Taiwan Semiconductor Manufacturing Co. Ltd. ADR		14,000		248,360
Vanguard MSCI Pacific ETF		5,000		275,100

				990,272

Pacific/Asia Market Indexes — 1.6%
BLDRS Emerging Markets 50 ADR Index Fund		4,900		199,920
iShares MSCI Indonesia Investable Market Index Fund		5,000		153,900
iShares MSCI Malaysia Index Fund		10,200		147,390

API GROWTH FUND

SCHEDULE OF INVESTMENTS, Continued

January 31, 2013


	Shares		Value
iShares MSCI Thailand Investable Market Index Fund		2,000	$	174,360

				675,570

Pacific/Asia Mid Cap Stocks — 0.4%
New Oriental Education & Technology Group, Inc.		9,000		153,630

Scandinavia Large Cap Stocks — 0.4%
Novo Nordisk A/S ADR		1,000		184,350

Scandinavia Mid Cap Stocks — 0.6%
Autoliv, Inc.		3,500		230,300

United Kingdom Large Cap Stocks — 1.2%
ACE Limited		2,500		213,325
GlaxoSmithKline PLC ADR		6,000		273,660

				486,985

U.S. Large Cap Stocks — 16.9%
Allergan, Inc.		2,000		210,020
Amazon.com, Inc.*		700		185,850
American Tower Corporation		1,700		129,455
AutoZone, Inc.*		350		129,395
Beam, Inc.		3,000		184,020
Broadcom Corp.		5,500		178,475
CarMax, Inc.*		4,400		173,448
CF Industries Holdings, Inc.		1,200		275,004
Coach, Inc.		3,300		168,300
eBay, Inc.*		3,500		195,755
Fluor Corporation		2,900		188,007
FMC Technologies, Inc.*		6,000		284,100
Franklin Resources, Inc.		1,600		219,008
Gilead Sciences, Inc.*		3,600		142,020
Google, Inc.*		250		188,923
Intel Corporation		8,400		176,736
Intuitive Surgical, Inc.*		400		229,752
Laboratory Corporation of America Holdings, Inc.*		2,500		223,750
Liberty Interactive Corporation*		8,000		170,080
Liberty Media Corporation*		1,600		178,416
Liberty Ventures Series A*		4,000		298,520
Lowe’s Companies, Inc.		6,000		229,140
Macy’s, Inc.		4,500		177,795
Monster Beverage Corporation*		3,000		143,700
Moody’s Corp.		2,500		137,050
NetApp, Inc.*		6,000		216,000
Oracle Corp.		7,700		273,427
PPG Industries, Inc.		1,800		248,166
Precision Castparts Corp.		1,500		275,100
Praxair, Inc.		1,300		143,481
QUALCOMM, Inc.		3,500		231,105
Salesforce.com Inc.*		1,500	$	258,195
Starz — Liberty Capital*		1,600		25,504
Ventas, Inc.		3,500		232,015
Verisk Analytics, Inc.*		3,000		165,480
Vertex Pharmaceuticals, Inc.*		2,900		129,862

				7,015,054

U.S. Micro Cap Stocks — 8.4%
City Holding Company		4,500		170,055
EnerNOC, Inc.*		11,500		177,675
Envestnet, Inc.*		19,000		264,290
Multimedia Games Holding Company*		11,000		186,340
Myers Industries, Inc.		10,700		158,146
Newport Corp.*		17,000		245,140
Palomar Medical Technologies, Inc.*		13,000		127,010
Park-Ohio Holdings Corp.*		7,300		176,222
PDF Solutions, Inc.*		16,500		247,830
Rudolph Technologies, Inc.*		22,000		296,780
Syneron Medical, Inc.*		15,000		153,300
Tredegar Corporation		11,000		250,910
TriMas Corporation*		5,700		176,073
UFP Technologies, Inc.*		10,000		189,200
U.S. Ecology, Inc.		6,500		154,440
U.S. Physical Therapy, Inc.		6,000		147,600
Virtus Investment Partners, Inc.*		2,500		372,525

				3,493,536

U.S. Mid Cap Stocks — 22.2%
3D Systems Corp.*		2,200		127,270
Amdocs Ltd.*		7,000		249,830
Ansys, Inc.*		2,200		161,920
BE Aerospace, Inc.*		4,500		231,705
Bio-Rad Laboratories, Inc.*		2,500		284,475
Chicago Bridge & Iron Company N.V.		4,200		213,402
Colfax Corporation*		4,100		182,901
Copart, Inc.*		7,000		251,370
CoStar Group, Inc.*		1,800		168,804
Donaldson Company, Inc.		4,500		169,245
Factset Research Systems, Inc.		2,000		185,040
Flowserve Corp.		1,200		188,124
FMC Corp.		3,000		184,410
Genesee & Wyoming, Inc.*		2,200		186,076
GEO Group, Inc.		4,500		146,790
Harris Corp.		3,600		166,320
Hertz Global Holdings, Inc.*		13,500		246,780
Hexcel Corp.*		8,000		214,320
IDEX Corporation		4,500		224,505
Landstar Systems, Inc.		4,300		245,272
Markel Corp.*		400	$	190,452

API GROWTH FUND

SCHEDULE OF INVESTMENTS, Continued

January 31, 2013


	Shares			Value
Mednax Services, Inc.*		3,000			256,680
Netflix, Inc.*		3,000			495,720
NeuStar, Inc.*		3,900			176,046
NewMarket Corp.		800			204,128
Nu Skin Enterprises, Inc.		4,300			182,148
Oasis Petroleum, Inc.*		4,800			172,224
Panera Bread Co.*		900			143,829
PTC, Inc.*		8,000			185,440
Rackspace Hosting, Inc.*		3,900			293,865
Regal Beloit Corp.		2,200			163,152
ResMed, Inc.		3,100			135,780
Rockwood Holdings, Inc.		5,000			273,650
Steel Dynamics, Inc.		15,000			228,150
Teledyne Technologies, Inc.*		3,000			204,780
Toro Co.		4,500			198,135
Tractor Supply Company		2,000			207,340
Trinble Navigation, Ltd.*		2,200			137,500
Triumph Group, Inc.		3,000			211,110
Towers Watson & Co.		3,700			225,996
Ulta Salon, Cosmetics & Fragrance, Inc.*		2,400			234,768
Wabtec Corp.		2,500			234,050
Waste Connnections, Inc.		6,000			216,120
Western Digital Corporation*		4,500			211,500

					9,211,122

U.S. Small Cap Stocks — 19.6%
Aaron’s, Inc.		8,000			237,200
ADTRAN, Inc.		13,500			272,700
American Vanguard Corp.		4,200			142,380
Biglari Holdings, Inc.*		400			147,552
Centene Corporation*		4,100			176,956
CIRCOR International, Inc.		8,500			352,750
Coinstar, Inc.*		4,000			203,520
Computer Programs & Systems, Inc.		2,900			152,569
CoreLogic, Inc.*		11,000			288,640
Darling International, Inc.*		9,100			153,516
Emulex Corporation*		23,000			175,720
Financial Engines, Inc.*		6,200			206,212
Flowers Foods, Inc.		7,200			193,536
GreatBatch, Inc.*		11,000			291,940
H.B. Fuller Company		5,200			203,216
Iconix Brand Group, Inc.*		8,600			206,830
ICU Medical, Inc.*		4,500			272,025
Inter Parfums, Inc.		8,400			182,364
Interval Leisure Group, Inc.		8,000			158,400
Littlefuse, Inc.		5,000			320,050
Live Nation Entertainment, Inc.*		17,300			177,498
Mentor Graphics Corp.*		10,400		$	178,152
Microsemi Corporation*		6,100			127,612
Middleby Corporation*		1,500			212,040
Mobile Mini, Inc.*		9,800			235,200
Mueller Industries, Inc.		2,600			138,736
NIC, Inc.*		8,100			132,030
Parexel International Corp.*		6,500			220,025
PriceSmart, Inc.		2,500			192,525
Quality Systems, Inc.		11,500			209,760
Regis Corporation		8,500			150,875
Sauer-Danfoss, Inc.		5,000			268,350
Simpson Manufacturing Co., Inc.		7,100			230,182
Team, Inc.*		5,800			254,098
Thor Industries, Inc.		5,000			210,400
TrueBlue, Inc.*		12,000			206,280
VCA Antech, Inc.*		9,000			194,400
Western Refining, Inc.		7,000			235,410
Zebra Technologies Corporation*		5,100			220,728

					8,132,377

Total Investments — 98.0% (cost $29,607,898)					40,593,564
Other Assets In Excess Of Liabilities — 2.0%					850,575

Net Assets — 100.0%				$	41,444,139

Costfor federal income tax purposes $29,607,898.
Theaggregate gross unrealized appreciation (depreciation)for all securities is as follows:
Excess of value over tax cost	$	11,215,995
Excess of tax cost over value		(230,329	)

Net Appreciation	$	10,985,666

Non-income producing security.

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

API INCOME FUND

PORTFOLIO BREAKDOWN

The following chart shows the types of securities in the Fund’s portfolio at January 31, 2013 (as a percentage of total investments).

LOGO

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

API INCOME FUND

SCHEDULE OF INVESTMENTS

January 31, 2013


	Principal/ Shares		Value
Emerging Markets Debt — 4.8%
iShares Emerging Markets High Yield Bond Fund		87,000	$	4,838,070
iShares JPMorgan USD Emerging Markets Bond Fund		37,000		4,413,730
Market Vectors Emerging Markets High Yield Bond Fund		110,000		3,005,200
PowerShares Emerging Markets Sovereign Debt Portfolio		300,000		9,120,000
WisdomTree Emerging Markets Corporate Bond ETF		28,000		2,247,560

				23,624,560

Global Corporate Bonds — 4.2%
Helios Multi-Sector High Income Fund, Inc.		73,300		458,125
iShares Global ex USD High Yield Corporate Bond Fund		66,000		3,694,350
Managed High Yield Plus Fund, Inc.		498,000		1,080,660
SPDR Barclays Capital Intermediate Term Corporate Bond ETF		26,000		898,300
SPDR Barclays Capital Short Term High Yield Bond ETF		398,500		12,257,860
Wells Fargo Advantage Multi-Sector Income Fund		60,000		973,200
Western Asset Managed High Income Fund, Inc.		180,000		1,153,800

				20,516,295

Global Small Cap Stocks — 0.1%
Ship Finance International Ltd.		30,000		505,800

International Debt — 1.5%
Aberdeen Asia-Pacific Income Fund, Inc.		180,000		1,414,800
Market Vectors International High Yield Bond ETF		210,000		5,806,500

				7,221,300

International Government Bonds — 0.7%
Market Vectors Emerging Markets Local Currency Bond ETF		130,000		3,578,900

Structured Notes — 3.2%
Morgan Stanley Contingent Income Auto-Callable Securities, Variable Rate, due 1/25/2023	$	4,000,000		4,098,600
Morgan Stanley Global Medium-Term Notes, Variable Rate, due 10/17/2019	$	1,000,000		1,035,750
Morgan Stanley Global Medium-Term Notes, Variable Rate, due 9/28/2018	$	2,764,000		2,951,261
Morgan Stanley Global Medium-Term Notes, Variable Rate, due 10/16/2020	$	3,500,000		3,602,375
Morgan Stanley Market Linked Auto-Callable Securities, Variable Rate, due 11/30/2032	$	4,000,000		4,165,000

				15,852,986

U.S. Corporate Bonds — 29.4%
Affiliated Managers Group, Inc., 6.375% Preferred		25,000	$	647,500
A G Mortgage Investment Trust, Inc., 8.25% Preferred Series A		40,000		1,020,000
A G Mortgage Investment Trust, Inc., 8% Preferred Series B		30,000		754,500
Alpha Natural Resources, Inc., 9.75%, due 4/15/2018	$	200,000		219,000
American Axle & Manufacturing Holdings, Inc., 6.625%, due 10/15/2022	$	200,000		209,000
American Axle & Manufacturing Holdings, Inc., 7.75%, due 11/15/2019	$	100,000		112,000
American Income Fund, Inc.		130,300		1,137,519
Apollo Investment Corp. 6.625% Preferred		30,000		741,000
Arbor Realty Trust, Inc. 8.25% Preferred Series A		40,000		994,000
Ares Capital Corporation 5.875% Preferred		20,000		498,000
BlackRock Corporate High Yield Fund III, Inc.		108,000		871,560
BlackRock Corporate High Yield Fund VI, Inc.		91,500		1,183,095
BlackRock Credit Allocation Income Trust IV		108,975		1,533,278
Cantor Fitzgerald LP, 7.875%, due 10/19/2019	$	300,000		313,146
Chesapeake Energy Corp., 6.625%, due 8/15/2020	$	200,000		220,500
CONSOL Energy, Inc., 8.25%, due 4/1/2020	$	200,000		217,500
Coresite Realty Corp. 7.25% Preferred Series B		10,000		253,700
Credit Suisse Asset Management Income Fund, Inc.		135,000		552,150
Credit Suisse High Yield Bond Fund, Inc.		279,000		912,330
CYS Investments, Inc. 7.75% Preferred Series A		40,000		1,006,400
DaVita HealthCare Partners, Inc., 6.625%, due 11/1/2020	$	100,000		109,500
Discover Financial Services 6.5% Preferred Series B		30,000		765,000
Dreyfus High Yield Strategies Fund		243,000		1,049,760
EverBank Financial Corp. 6.75% Preferred Series A		20,000		495,800
Fifth Street Finance Corp., 5.875% Senior Notes, due 3/15/2019		21,233		518,085
First Trust Strategic High Income Fund II		90,900		1,567,116
Goldman Sachs Capital II Street Notes, Variable Rate, due 6/1/2043	$	500,000		408,750
Goodyear Tire & Rubber Co., 8.25%, due 8/15/2020	$	200,000		220,500
Guggenhein BulletShares 2014 High Yield Corporate Bond ETF		29,500		785,880

API INCOME FUND

SCHEDULE OF INVESTMENTS, Continued

January 31, 2013


	Principal/ Shares		Value
Guggenhein BulletShares 2015 High Yield Corporate Bond ETF		115,000	$	3,071,650
Guggenhein BulletShares 2016 High Yield Corporate Bond ETF		40,000		1,059,200
Guggenhein BulletShares 2017 High Yield Corporate Bond ETF		22,000		585,200
Guggenhein BulletShares 2018 High Yield Corporate Bond ETF		31,000		818,400
Hercules Technology Growth Capital, Inc. 7% Preferred		6,200		159,960
Hercules Technology Growth Capital, Inc., 7% Senior Notes due 9/30/2019		40,000		1,024,000
Horizon Technology Finance Corp., 7.375% Senior Notes, due 3/15/2019		5,000		128,150
iShares iBoxx $ High Yield Corporate Bond		250,000		23,417,500
iShares iBoxx $ Investment Grade Corporate Bond		8,500		1,015,070
J. C. Penney Company, Inc., 5.75%, due 2/15/2018	$	300,000		268,500
JMP Group, Inc., 8% Senior Notes, due 1/15/2023		19,700		499,395
Jones Group, Inc., 6.875%, due 3/15/2019	$	300,000		314,625
KCAP Financial, Inc., 7.375% Senior Notes, due 9/30/2019		14,500		366,560
Kennedy-Wilson Holdings, Inc. 7.75% Preferred		20,000		501,200
Linn Energy, LLC, 6.25%, due 11/1/2019	$	100,000		100,250
Manitowoc Company, Inc., 8.5%, due 11/1/2020	$	100,000		113,000
Manitowoc Company, Inc., 5.875%, due 10/15/2022	$	300,000		303,750
MGM Resorts International, 7.625%, due 1/15/2017	$	100,000		110,125
MGM Resorts International, 6.625%, due 12/15/2021	$	100,000		103,125
Navios Maritime Holdings, 8.875%, due 11/1/2017	$	100,000		99,250
NorthStar Realty Finance Corp. 8.875% Preferred Series C		30,000		761,700
NRG Energy, Inc., 7.875%, due 5/15/2021	$	100,000		112,500
NuStar Logistics L.P., 7.625% Subordinated Notes, due 1/15/2043		10,000		258,800
Peabody Energy Corp., 6%, due 11/15/2018	$	100,000		105,250
Peabody Energy Corp., 6%, due 11/15/2018	$	200,000		210,000
PennantPark Investment Corp., 6.25% Senior Notes, due 2/1/2025		30,000		751,500
Peritus High Yield ETF		335,000		16,992,339
PIMCO 0-5 Year High Yield Corporate Bond Index ETF		179,500		18,676,975
PIMCO Total Return ETF		16,000		1,744,640
Pittsburgh Glass Works LLC, 8.5%, due 4/15/2016	$	100,000	$	98,000
PowerShares Financial Preferred		100,000		1,842,000
PowerShares High Yield Corporate Bond		620,000		11,928,800
Regency Centers Corp. 6% Preferred Series 7		1,515		38,511
Regions Financial Corp. 6.375% Preferred Series A		30,000		746,400
Resource Capital Corporation 8.25% Preferred Series B		30,000		741,900
R. R. Donnelley & Sons Co., 7.25%, due 5/15/2018	$	200,000		198,000
Seaspan Corporation 7.95% Preferred Series D		20,000		512,000
Smithfield Foods, Inc., 6.625%, due 8/15/2022	$	100,000		109,750
Solar Capital Ltd., 6.75% Senior Notes, due 11/15/2042		35,000		848,400
SPDR Barclays Capital High Yield Bond ETF		748,500		30,553,770
Stifel Financial Corp., 5.375% Senior Notes, due 12/31/2022		11,283		289,635
Summit Hotel Properties, Inc. 7.875% Preferred Series B		10,000		260,000
SunTrust Banks, Inc. 5.875% Preferred Series E		20,000		496,000
Texas Capital Bancshares, Inc., 6.5% Subordinated Notes, due 9/21/2042		40,000		1,002,000
Triangle Capital Corp., 6.375% Senior Notes, due 12/15/2022		30,000		752,400
Urstatd Biddle Properties, Inc. 7.125% Preferred Series F		30,000		795,000
Webster Financial Corp. 6.4% Preferred Series E		20,000		501,400

				144,703,149

U.S. Government Bonds & Notes — 0.7%
America First Tax Exempt Investors, L.P.		500,000		3,550,000

U.S. Large Cap Stocks — 0.1%
BlackRock Enhanced Capital and Income Fund, Inc.		38,000		495,900

U.S. Micro Cap Stocks — 17.2%
Arlington Asset Investment Corp.		340,000		7,945,800
Ellington Financial LLC		370,000		8,843,000
Fidus Investment Corp.		315,000		5,647,950
Full Circle Capital Corp.		202,000		1,555,400
Golub Capital BDC, Inc.		172,000		2,769,200
Home Loan Servicing Solutions, Ltd.		110,000		2,391,400
Horizon Technology Finance Corporation		300,000		4,611,000
Kohlberg Capital Corporation		453,000		4,684,020
MCG Capital Corp		367,000		1,691,870
Medley Capital Corp.		344,500		5,236,400
Monroe Capital Corporation		10,000		151,000
New Mountain Finance Corporation		248,000		3,720,000

API INCOME FUND

SCHEDULE OF INVESTMENTS, Continued

January 31, 2013


	Principal/ Shares			Value
NGP Capital Resources Company		269,600		$	1,962,688
PennantPark Floating Rate Capital Ltd.		114,000			1,515,060
PennantPark Investment Corp.		472,000			5,276,960
Stellus Capital Investment Corp.		20,000			304,800
Student Transportation, Inc.		480,000			3,115,200
TCP Capital Corp.		340,000			5,042,200
THL Credit, Inc.		600,000			8,946,000
TICC Capital Corp.		240,000			2,563,200
WhiteHorse Finance, Inc.		450,000			6,750,000

					84,723,148

U.S. Mid Cap Stocks — 1.5%
Ares Capital Corporation		376,000			6,734,160
Linn Energy, LLC		15,000			583,350

					7,317,510

U.S. Municipal Bonds — 3.6%
Grand Prairie Texas Independent School District, 0.0%, due 8/15/2038	$	1,000,000			207,650
Market Vectors High-Yield Muni ETF		140,000			4,667,600
PowerShares Build America Bond Portfolio		420,000			12,616,800

					17,492,050

U.S. REIT’s — 20.8%
A G Mortgage Investment Trust, Inc.		277,000			7,035,800
American Capital Agency Corp.		132,000			4,175,160
American Capital Mortgage Investment Corporation		54,000			1,408,320
Anworth Mortgage Asset Corp.		800,000			5,008,000
ARMOUR Residential REIT, Inc.		1,471,000			10,561,780
Apollo Commercial Real Estate Finance, Inc.		98,000			1,711,080
Apollo Residential Mortgage, Inc.		100,000			2,264,000
Chimera Investment Corporation		700,000			2,135,000
Dynex Capital, Inc.		272,000			2,749,920
Invesco Mortgage Capital, Inc.		234,000			5,077,800
Javelin Mortgage Investment Corp.		528,000			10,428,000
MFA Financial, Inc.		464,000			4,171,360
Newcastle Investment Corporation		245,000			2,570,050
New York Mortgage Trust, Inc.		720,000			5,040,000
NorthStar Realty Finance Corp.		684,000			5,335,200
One Liberty Properties, Inc.		91,377			2,017,605
RAIT Financial Trust		400,000			2,756,000
Redwood Trust, Inc.		50,000			955,000
Resource Capital Corp.		697,000			4,335,340
Spirit Realty Capital, Inc.		396,000			7,706,160
Starwood Property Trust, Inc.		166,000			4,256,240
Two Harbors Investment Corp.		298,000			3,701,160
Western Asset Mortgage Capital Corp.		325,000			7,036,250

					102,435,225

U.S. Small Cap Stocks — 8.4%
Apollo Investment Corporation		516,800		$	4,651,200
BlackRock Kelso Capital Corporation		210,000			2,240,700
Compass Diversified Holdings		548,000			8,669,360
Fifth Street Finance Corp.		615,000			6,672,750
KKR Financial Holdings LLC		216,000			2,373,840
Solar Capital Ltd.		385,000			9,728,950
Solar Senior Capital Ltd.		102,000			1,901,280
Triangle Capital Corporation		154,000			4,194,960
Vanguard Natural Resources, LLC		25,000			696,250

					41,129,290

Total Investments — 96.2% (cost $442,255,638)					473,146,113
Other Assets in Excess of Liabilities — 3.8%					18,815,474

Net Assets — 100.0%				$	491,961,587

Costfor federal income tax purposes $442,511,977.
Theaggregate gross unrealized appreciation (depreciation)for all securities is as follows:
Excess of value over tax cost	$	33,160,923
Excess of tax cost over value		(2,526,787	)

Net Appreciation	$	30,634,136

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

API CORE INCOME FUND

PORTFOLIO BREAKDOWN

The following chart shows the types of securities in the Fund’s portfolio at January 31, 2013 (as a percentage of total investments).

LOGO

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

API CORE INCOME FUND

SCHEDULE OF INVESTMENTS

January 31, 2013


	Principal/ Shares		Value
Emerging Markets Debt — 30.4%
iShares JP Morgan Emerging Markets Bond Fund		7,500	$	894,675
Market Vectors Emerging Markets Local Currency Bond ETF		55,000		1,514,150
Market Vectors Latin America Aggregate Bond ETF		25,000		653,750
PowerShares Emerging Markets Sovereign Debt Portfolio		86,500		2,629,600
WisdomTree Emerging Markets Corporate Bond ETF		2,700		216,729
WisdomTree Emerging Markets Local Debt ETF		8,000		425,520

				6,334,424

Europe Corporate Bonds — 0.5%
Jefferies Group, Inc., 3.875%, due 11/9/2015	$	100,000		104,388

Global Corporate Bonds — 13.6%
AngloGold Ashanti Holdings PLC, 5.375%, due 4/15/2020	$	100,000		104,918
iShares Barclays Credit Bond Fund		7,500		842,100
Montpelier Re Holdings Ltd., 4.7%, due 10/152022	$	100,000		100,690
Vanguard Intermediate-Term Corporate Bond ETF		20,500		1,780,220

				2,827,928

International Debt — 9.0%
Aberdeen Asia-Pacific Income Fund, Inc.		143,000		1,123,980
Market Vectors International High Yield Bond ETF		27,000		746,550

				1,870,530

Structured Notes — 2.9%
Morgan Stanley Contingent Income Auto-Callable Securities, Variable
Rate, due 1/25/2023	$	200,000		204,930
Morgan Stanley Global Medium-Term Notes, Variable Rate, due 10/17/2019	$	200,000		207,150
Morgan Stanley Global Medium-Term Notes, Variable Rate, due 10/16/2020	$	200,000		205,850

				617,930

U.S. Corporate Bonds — 38.3%
Advance Auto Parts, Inc., 5.75%, due 5/1/2020	$	100,000		109,844
Alcoa, Inc., 6.75%, due 7/15/2018	$	100,000		114,452
Arrow Electronics, Inc., 6%, due 4/1/2020	$	100,000		111,805
Avnet, Inc., 4.875%, due 12/1/2022	$	100,000		101,751
Avon Products, Inc., 5.75%, due 3/1/2018	$	100,000		107,783
Bank of America Corp., 5.42%, due 3/15/2017	$	100,000		109,465
Best Buy Co., Inc., 3.75%, due 3/15/2016	$	100,000	$	98,000
BlackRock Credit Allocation Income Trust IV		69,790		981,945
Block Financial LLC, 5.5%, due 11/1/2022	$	100,000		102,983
Buckeye Partners, L.P., 4.875%, due 2/1/2021	$	100,000		105,513
CenturyLink, Inc., 6.45%, due 6/15/2021	$	100,000		109,373
Computer Sciences Corporation, 6.50%, due 3/15/2018	$	100,000		115,763
Expedia, Inc., 5.95%, due 8/15/2020	$	100,000		110,379
Fifth Street Finance Corp., 5.875% Senior Notes, due 3/15/2019		4,000		97,600
Ford Motor Co., 9.215%, due 9/15/2021	$	100,000		130,500
Goldman Sachs Group, Inc., 5.95%, due 1/18/2018	$	100,000		116,295
Hercules Technology Growth Capital, Inc., 7% Senior Notes due 9/30/2019		8,000		204,800
Huntington Bancshares, Inc., 7%, due 12/15/2020	$	100,000		121,488
Icahn Enterprises, L.P., 8%, due 1/15/2018	$	100,000		107,375
iShares iBoxx $ High Yield Corporate Bond Fund		9,000		843,030
iShares iBoxx $ Investment Grade Corporate Bond Fund		7,000		835,940
KCAP Financial, Inc., 7.375% Senior Notes, due 9/30/2019		5,000		126,400
Limited Brands, Inc., 8.5%, due 6/15/2019	$	100,000		123,500
Masco Corporation, 7.125%, due 3/15/2020	$	100,000		115,988
Nasdaq OMX Group, Inc., 5.55%, due 1/15/2020	$	100,000		109,887
Newfield Exploration Co., 5.75%, due 1/30/2022	$	100,000		110,500
NuStar Logistics L.P., 4.75%, due 2/1/2022	$	100,000		95,487
Owens Corning, 9%, due 6/16/2019	$	100,000		124,475
PennantPark Investment Corp., 6.25% Senior Notes, due 2/1/2025		4,000		100,200
Peritus High Yield ETF		8,500		431,149
PIMCO 0-5 Year High Yield Corporate Bond Index ETF		3,000		312,150
PowerShares Senior Loan Portfolio		17,000		427,380
Prologis, Inc., 6.625%, due 5/15/2018	$	100,000		120,893
SLM Corporation, 7.25%, due 1/25/2022	$	100,000		112,250
Weatherford International Ltd., 5.125%, due 9/15/2020	$	100,000		107,180
Western Asset Global Corporate Defined Opportunity Fund, Inc.		40,000		825,200

				7,978,723

API CORE INCOME FUND

SCHEDULE OF INVESTMENTS, Continued

January 31, 2013


	Principal/ Shares			Value
U.S. Municipal Bonds — 2.2%
SPDR Nuveen Barclays Build America Bond ETF		7,500		$	456,375

Total Investments — 96.9% (cost $19,328,665)					20,190,298
Other Assets in Excess of Liabilities — 3.1%					652,092

Net Assets — 100.0%				$	20,842,390

Costfor federal income tax purposes $19,328,665.
Theaggregate gross unrealized appreciation (depreciation)for all securities is as follows:
Excess of value over tax cost	$	896,243
Excess of tax cost over value		(34,610	)

Net Appreciation	$	861,633

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

API VALUE FUND

PORTFOLIO BREAKDOWN

The following chart shows the types of securities in the Fund’s portfolio at January 31, 2013 (as a percentage of total investments).

LOGO

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

API VALUE FUND

SCHEDULE OF INVESTMENTS

January 31, 2013


	Shares		Value
Emerging Markets Value — 2.1%
iShares MSCI Emerging Markets Value Index Fund		4,500	$	229,500
iShares S&P India Nifty 50 Index Fund		3,200		83,136
Vanguard MSCI Emerging Markets ETF		3,500		155,960

				468,596

Europe Large Cap Stocks — 2.0%
BASF SE		1,600		162,000
Koninklijke Philips Electronics N.V.		5,500		170,995
Novartis AG		1,700		115,294

				448,289

Europe Market Indexes — 0.9%
iShares MSCI France Index		4,100		99,753
iShares MSCI Germany Index		1,900		48,849
iShares MSCI Italy Index		3,500		49,700

				198,302

Europe Mid Cap Stocks — 1.0%
Esprit Holdings Ltd.		35,000		98,700
NXP Semiconductors NV*		3,900		116,961

				215,661

Global Large Cap Stocks — 3.8%
AEGON N.V.		20,000		132,600
Bunge Ltd.		2,300		183,218
Credit Suisse Group AG		6,300		186,102
Invesco Holding Co. Ltd.		4,500		122,625
Schlumberger Ltd.		1,500		117,075
Teva Pharmaceutical Industries Ltd.		3,000		113,970

				855,590

Global Mid Cap Stocks — 2.5%
Energy XXI (Bermuda) Ltd.		3,000		93,960
Everest Re Group Ltd.		1,000		115,810
Jazz Pharmaceuticals Plc*		2,100		118,419
Noble Corporation		3,000		121,500
White Mountains Insurance Group Ltd.		190		104,625

				554,314

Global Small Cap Stocks — 1.2%
Altisource Asset Management Corporation*		90		11,318
Altisource Residential Corporation*		300		5,400
Montpelier Re Holdings Ltd.		4,700		114,586
UTi Worldwide, Inc.		9,500		140,220

				271,524

International Market Indexes — 2.1%
iShares MSCI EAFE Value Index Fund		4,800		244,704
Vanguard FTSE All-World Ex-U.S. Index Fund		5,100		238,986

				483,690

International Mid Cap Stocks — 1.0%
DE Master Blenders 1753 NV		9,200	$	113,068
McDermott International, Inc.*		9,000		109,530

				222,598

International Small Cap Stocks — 0.5%
Ritchie Bros. Auctioneers, Inc.		5,000		109,550

Large Cap Core Funds — 0.7%
Schwab International Equity ETF		5,400		150,228

Latin America Large Cap Stocks — 0.6%
Companhia de Bebidas das Americas		3,100		145,886

Latin America Market Indexes — 0.6%
iShares MSCI Brazil Index Fund		2,500		141,925

Pacific/Asia Large Cap Stocks — 2.9%
Baidu, Inc.*		950		102,885
China Mobile Limited		2,100		114,870
ICICI Bank Limited		2,600		119,080
KB Financial Group, Inc.*		3,000		105,960
Mitsubishi UFJ Financial Group, Inc.		22,000		124,520
POSCO ADR		1,150		93,679

				660,994

Pacific/Asia Market Indexes — 2.8%
iShares MSCI China Index Fund		3,000		148,740
iShares MSCI India Index Fund		3,200		86,688
iShares MSCI Indonesia Investable Market Index Fund		3,500		107,730
iShares MSCI Philippines Investable Market Index Fund		3,500		130,410
iShares MSCI South Korea Index Fund		850		50,635
Market Vectors Indonesia Index ETF		3,800		110,694

				634,897

Pacific/Asia Mid Cap Stocks — 1.1%
NetEase, Inc.		2,200		102,124
Sims Metal Management, Inc.		14,300		138,424

				240,548

United Kingdom Large Cap Stocks — 1.6%
Delphi Automotive PLC*		3,600		139,176
KeyCorp		12,000		112,800
Unilever PLC		2,800		113,932

				365,908

United Kingdom Small Cap Stocks — 0.7%
WNS Holdings Ltd.*		13,000		165,490

U.S. Large Cap Stocks — 28.7%
Abbott Laboratories		1,500		50,820
AbbVie, Inc.		1,500		55,035
Activision Blizzard, Inc.		9,100		103,649

API VALUE FUND

SCHEDULE OF INVESTMENTS, Continued

January 31, 2013


	Shares		Value
Alcoa, Inc.		11,000	$	97,240
Allstate Corporation		2,600		114,140
Ameriprise Financial, Inc.		2,000		132,640
Amgen, Inc.		1,400		119,644
Anadarko Petroleum Corporation		1,550		124,031
Apache Corporation		1,250		104,700
Applied Materials, Inc.		8,800		113,608
Baker Hughes, Inc.		2,100		93,912
Berkshire Hathaway, Inc. Class B*		1,200		116,316
Boeing Company		2,000		147,740
Chubb Corporation		1,400		112,434
Cisco Systems, Inc.		7,500		154,275
ConocoPhillips		2,000		116,000
Corning, Inc.		8,500		102,000
CSX Corporation		4,400		96,932
CVS Caremark Corporation		2,200		112,640
Devon Energy Corporation		1,800		102,942
Dr. Pepper Snapple Group, Inc.		3,300		148,731
Energy Transfer Partners, L.P.		1,036		48,682
FirstEnergy Corp.		2,000		80,980
Franklin Resources, Inc.		800		109,504
Goldman Sachs Group, Inc.		950		140,467
Hershey Company		1,400		111,230
Home Depot, Inc.		1,800		120,456
International Business Machines, Inc.		500		101,535
Intuit, Inc.		1,600		99,808
International Paper Company		3,400		140,828
Johnson & Johnson		1,500		110,880
Las Vegas Sands Corp.		2,600		143,650
Life Technologies Corporation*		2,100		135,849
Lorillard, Inc.		2,400		93,768
Marathon Oil Corporation		3,500		117,635
MasterCard, Inc.		250		129,600
MetLife, Inc.		3,300		123,222
National Oilwell Varco, Inc.		1,500		111,210
Noble Energy, Inc.		1,100		118,569
Nordstrom, Inc.		2,000		110,460
Occedental Petroleum Corporation		1,200		105,924
PepsiCo, Inc.		1,400		101,990
Phillips 66		2,550		154,454
Precision Castparts Corp.		700		128,380
Prudential Financial, Inc.		1,800		104,184
Scripps Networks Interactive, Inc.		1,700		105,009
Sigma-Aldrich Corporation		1,000		77,330
Spectra Energy Corp.		5,900		163,902
State Street Corporation		2,300		127,995
Thermo Fisher Scientific, Inc.		1,900		137,066
Travelers Companies, Inc.		1,600		125,536
United Technologies Corporation		1,200	$	105,084
Visa, Inc.		800		126,328
Wal-Mart Stores, Inc.		1,400		97,930
Walt Disney Company		2,000		107,760
Wells Fargo & Company		3,100		107,973
Wynn Resorts Limited		950		118,959

				6,463,566

U.S. Micro Cap Stocks — 3.2%
8 x 8, Inc.*		20,800		137,696
Graham Corporation		5,000		115,850
KMG Chemicals, Inc.		5,500		107,525
Measurement Specialties, Inc.*		3,500		123,550
Rubicon Technology, Inc.*		20,200		135,744
Teche Holding Company		2,500		97,500

				717,865

U.S. Mid Cap Stocks — 24.5%
Albemarle Corporation		1,800		110,358
American Capital, Ltd.*		11,000		146,960
A. O. Smith Corp.		1,900		131,632
Atwood Oceanics, Inc.*		2,300		121,371
Babcock & Wilcox Company		6,000		159,840
Ball Corp.		3,000		133,560
Brinker International, Inc.		3,000		98,220
Brown & Brown, Inc.		4,000		109,360
Carlyle Group LP		4,200		131,208
Coca-Cola Enterprises, Inc.		3,600		125,532
Crown Holdings, Inc.*		2,900		109,794
D.R. Horton, Inc.		5,600		132,496
Eaton Vance Corp.		3,900		141,180
Energizer Holdings, Inc.		1,350		117,464
Federated Investors, Inc.		4,900		115,934
Fidelity National Financial, Inc.		4,000		100,400
Flowserve Corporation		800		125,416
Graco, Inc.		2,500		143,000
Hartford Financial Services Group, Inc.		5,900		146,320
Hasbro, Inc.		2,800		104,636
Helmerich & Payne, Inc.		2,100		135,114
Ingredion, Inc.		3,300		218,031
Kennametal, Inc.		4,000		164,040
Kirby Corporation*		2,000		141,300
Lam Research Corporation*		5,000		205,700
Legg Mason, Inc.		3,900		107,835
Lincoln National Corporation		4,700		136,206
Ocwen Financial Corporation*		2,700		105,219
Owens Corning, Inc.*		3,400		141,678
Pall Corporation		1,800		122,940
Principal Financial Group, Inc.		4,000		124,040

API VALUE FUND

SCHEDULE OF INVESTMENTS, Continued

January 31, 2013


	Shares			Value
ProAssurance Corp.		1,400		$	63,056
PVH Corp.		1,200			142,644
Reinsurance Group of America, Inc.		2,700			154,953
Silgan Holdings, Inc.		2,500			107,250
Stericycle, Inc.*		1,500			141,525
Total System Services, Inc.		3,500			81,375
TRW Automotive Holdings Corp.*		2,400			138,312
URS Corporation		3,500			145,180
Valmont Industries, Inc.		850			123,862
Vulcan Materials Company		2,800			158,368
WABCO Holdings, Inc.*		2,600			162,916

					5,526,225

U.S. Small Cap Stocks — 13.1%
Alere, Inc.*		5,300			112,678
Astec Industries, Inc.*		3,250			114,790
Blount International, Inc.*		8,000			136,400
Community Bank System, Inc.		3,800			107,920
Electronics for Imaging, Inc.*		6,300			142,506
EMC Corporation*		4,200			103,362
Fair Isacc Corporation		3,000			135,210
G-III Apparel Group Ltd.*		4,100			147,149
Hill-Rom Holdings, Inc.		3,200			106,176
Jos. A. Bank Clothiers, Inc.*		2,500			101,350
Kaman Corporation		3,800			138,092
Kraton Performance Polymers, Inc.*		3,800			99,750
Middleby Corporation*		1,050			148,428
Old Dominion Freight Line, Inc.*		3,200			119,295
PolyOne Corporation		5,500			120,120
Post Holdings, Inc.*		4,500			170,955
Primerica, Inc.		3,900			128,231
Rosetta Resources, Inc.*		3,000			159,060
Spectrum Brands Holdings, Inc.		2,500			126,600
Standex International Corporation		2,400			135,960
ValueClick, Inc.*		8,000			163,760
Wendy’s Company		25,000			128,500
Walter Energy, Inc.		2,800			105,140

					2,951,432

Total Investments — 97.6% (cost $18,063,298)					21,993,078
Other Assets in Excess of Liabilities — 2.4%					548,175

Net Assets — 100.0%				$	22,541,253

Costfor federal income tax purposes $18,063,298.
Theaggregate gross unrealized appreciation (depreciation)for all securities is as follows:
Excess of value over tax cost	$	4,164,229
Excess of tax cost over value		(234,449	)

Net Appreciation	$	3,929,780

Non-income producing security.

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

API MASTER ALLOCATION FUND

PORTFOLIO BREAKDOWN

The following chart shows the types of securities in the Fund’s portfolio at January 31, 2013 (as a percentage of total investments).

LOGO

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

API MASTER ALLOCATION FUND

SCHEDULE OF INVESTMENTS

January 31, 2013


	Shares		Value
Growth Funds — 34.0%
API Efficient Frontier Growth Fund*		976,965	$	11,235,102

Income Funds — 32.5%
API Efficient Frontier Capital Income Fund		261,666		10,767,539

Value Funds — 32.8%
API Efficient Frontier Value Fund*		772,690		10,856,301

Total Investments — 99.3% (cost $21,777,926)				32,858,942
Other Assets in Excess of Liabilities — 0.7%				229,816

Net Assets — 100.0%			$	33,088,758

Costfor federal income tax purposes $22,130,452.
Theaggregate gross unrealized appreciation (depreciation)for all securities is as follows:
Excess of value over tax cost	$	10,728,490
Excess of tax cost over value		—

Net Appreciation	$	10,728,490

Non-income producing security.

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

API TRUST

STATEMENTS OF ASSETS AND LIABILITIES

January 31, 2013


	Capital Income Fund			Growth Fund			Income Fund			Core Income Fund			Value Fund			Master Allocation Fund
Assets
Investments in unaffiliated issuers at value (indentified cost of $21,598,869, $29,607,898, $442,255,638, $19,328,665, and $18,063,298, respectively)	$	25,851,762		$	40,593,564		$	473,146,113		$	20,190,298		$	21,993,078
Investments in affiliated issuers at value (indentified cost of $21,777,926)																$	32,858,942
Cash		514,873			858,496			18,535,272			653,028			595,871			282,395
Dividends and interest receivable		43,749			6,990			336,775			53,045			4,617
Receivable for securities sold								394,973						290,420
Receivable for shareholder purchases		25,133			64,363			2,269,891			90			2,184			41,580
Other assets		2,630			3,434			34,803			1,933			1,999			2,873


Total assets		26,438,147			41,526,847			494,717,827			20,898,394			22,888,169			33,185,790

Liabilities
Payable for shareholder redemptions		22,000			2,716			974,181			8,700			1,800			45,277
Accrued distribution fees		8,606			20,478			276,462			14,249			6,805			23,632
Accrued advisory fees		13,191			33,990			157,633			12,403			16,963			8,257
Accrued accounting service fees		3,737			3,416			7,435			3,253			3,264
Payable for securities purchased								1,214,050						300,738
Other accrued expenses		18,639			22,108			126,479			17,399			17,346			19,866


Total liabilities		66,173			82,708			2,756,240			56,004			346,916			97,032


Net assets	$	26,371,974		$	41,444,139		$	491,961,587		$	20,842,390		$	22,541,253		$	33,088,758


Shares of beneficial interest (unlimited number of no par value shares authorized (Note 6)
Class A: Shares outstanding		90,319			1,449,417			15,509,807			304,998			964,739			312,207

Net asset value per share	$	40.51		$	11.50		$	12.24		$	13.07		$	14.05		$	30.39

Maximum offering price per share	$	42.98		$	12.20		$	12.99		$	13.87		$	14.91		$	32.24

Class L: Shares outstanding		214,503			2,377,136			21,064,263			1,381,761			693,608			791,635

Net asset value per share	$	39.54		$	10.42		$	11.81		$	12.20		$	12.95		$	29.81

Institutional Class: Shares outstanding		345,821						4,237,764

Net asset value per share	$	41.15					$	12.61


Net assets consist of
Paid-in capital	$	22,262,123		$	35,333,190		$	463,152,988		$	22,887,474		$	23,640,199		$	22,494,950
Undistributed net investment income		271,527						709,708			79,260
Accumulated net realized gain (loss) from security transactions		(414,569	)		(4,874,717	)		(2,791,584	)		(2,985,977	)		(5,028,726	)		(487,208	)
Unrealized appreciation on investments		4,252,893			10,985,666			30,890,475			861,633			3,929,780			11,081,016


Net assets applicable to outstanding shares of beneficial interest	$	26,371,974		$	41,444,139		$	491,961,587		$	20,842,390		$	22,541,253		$	33,088,758

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

API TRUST

STATEMENTS OF OPERATIONS

Year Ended January 31, 2013


	Capital Income Fund		Growth Fund			Income Fund			Core Income Fund		Value Fund			Master Allocation Fund
Investment income
Dividends from unaffiliated issuers	$	999,168	$	566,732		$	24,318,819		$	818,994	$	390,736
Dividends from affiliated issuers														$	229,648
Interest		4,038		139			363,530			44,402		78			16

Total income		1,003,206		566,871			24,682,349			863,396		390,814			229,664


Expenses
Investment advisory fees		150,614		375,721			1,168,119			148,188		196,641			94,951
Distribution fees
Class L		78,764		228,602			1,490,842			170,479		78,185			214,730
Class A		17,872					652,925								50,908
Accounting service fees		42,510		38,757			69,203			37,117		37,185
Transfer agent fees		55,241		53,289			372,991			46,276		41,320			49,707
Custodial fees		5,259		6,024			27,184			4,864		6,317			4,498
Professional fees		13,797		16,469			84,225			12,708		13,003			14,597
Registration fees		43,066		31,286			69,148			34,008		32,723			28,447
Trustee fees		4,868		7,425			30,639			4,215		4,514			5,221
Insurance		3,847		6,146			29,589			4,171		4,001			5,331
Shareholder reports		5,736		10,419			77,720			5,742		4,838			10,786
Miscellaneous		19,044		21,005			63,860			12,546		17,173			12,670


Total operating expenses		440,618		795,143			4,136,445			480,314		435,900			491,846

Net investment income (loss)		562,588		(228,272	)		20,545,904			383,082		(45,086	)		(262,182	)


Realized and unrealized gain (loss) on investments
Net realized gain (loss) from security transactions in unaffiliated issuers		1,448,575		5,630,643			(145,294	)		412,733		2,560,768
Net realized gain (loss) from security transactions in affiliated issuers															(153,545	)
Change in unrealized appreciation on investments in unaffiliated issuers		868,524		318,545			28,849,814			505,483		(400,769	)
Change in unrealized appreciation on investments in affiliated issuers															3,805,493


Net realized and unrealized gain (loss) on investments		2,317,099		5,949,188			28,704,520			918,216		2,159,999			3,651,948


Net increase (decrease) in net assets resulting from operations	$	2,879,687	$	5,720,916		$	49,250,424		$	1,301,298	$	2,114,913		$	3,389,766

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

API TRUST

STATEMENTS OF CHANGES IN NET ASSETS

Year Ended January 31, 2013


	Capital Income Fund			Growth Fund			Income Fund			Core Income Fund			Value Fund			Master Allocation Fund
Operations
Net investment income (loss)	$	562,588		$	(228,272	)	$	20,545,904		$	383,082		$	(45,086	)	$	(262,182	)
Net realized gain (loss) from security transactions		1,448,575			5,630,643			(145,294	)		412,733			2,560,768			(153,545	)
Net change in unrealized appreciation on investments		868,524			318,545			28,849,814			505,483			(400,769	)		3,805,493


Increase in net assets resulting from operations		2,879,687			5,720,916			49,250,424			1,301,298			2,114,913			3,389,766

Distributions
From net investment income:
Class A		(62,766	)					(8,036,867	)		(93,021	)
Class L		(108,199	)					(9,921,643	)		(234,979	)
Institutional Class		(303,035	)					(1,879,490	)

		(474,000	)					(19,838,000	)		(328,000	)

Change in net assets from Fund share transactions:
Class A		(463,184	)		(214,841	)		107,948,312			(337,475	)		(1,305,224	)		(2,881,830	)
Class L		(71,990	)		(1,371,936	)		150,736,541			(1,559,563	)		(1,252,823	)		(87,845	)
Institutional Class		(204,959	)					40,851,679


Increase (decrease) in net assets resulting from capital share transactions		(740,133	)		(1,586,777	)		299,536,532			(1,897,038	)		(2,558,047	)		(2,969,675	)


Total increase (decrease) in net assets		1,665,554			4,134,139			328,948,956			(923,740	)		(443,134	)		420,091
Net assets
Beginning of the year		24,706,420			37,310,000			163,012,631			21,766,130			22,984,387			32,668,667


End of year	$	26,371,974		$	41,444,139		$	491,961,587		$	20,842,390		$	22,541,253		$	33,088,758


Undistributed net investment income	$	271,527			—		$	709,708		$	79,260			—			—

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

API TRUST

STATEMENTS OF CHANGES IN NET ASSETS

Year Ended January 31, 2012


	Capital Income Fund			Growth Fund			Income Fund			Multiple Index Fund			Value Fund			Master Allocation Fund
Operations
Net investment income (loss)	$	529,137		$	(393,014	)	$	9,068,119		$	24,178		$	(74,935	)	$	(254,287	)
Net realized gain (loss) from security transactions		128,611			2,509,673			(2,232,737	)		2,344,595			1,942,705			(296,600	)
Net change in unrealized appreciation on investments		(356,531	)		(2,900,677	)		(6,493,897	)		(2,406,522	)		(3,051,718	)		(260,087	)


Increase (decrease) in net assets resulting from operations		301,217			(784,018	)		341,485			(37,749	)		(1,183,948	)		(810,974	)

Distributions
From net investment income:
Class A		(301,711	)					(3,948,301	)
Class C		(112,622	)					(4,699,807	)
Class D		(68,667	)
Institutional Class								(628,892	)

		(483,000	)					(9,277,000	)

Change in net assets from Fund share transactions:
Class A		1,798,938			1,848,514			37,162,340			464,264			2,135,542			2,224,014
Class C		(786,354	)		(5,077,204	)		41,262,310			496,476			(5,075,857	)
Class D		(310,513	)
Institutional Class								4,638,291
Class L																	3,140,858


Increase (decrease) in net assets resulting from capital share transactions		702,071			(3,228,690	)		83,062,941			960,740			(2,940,315	)		5,364,872


Total increase (decrease) in net assets		520,288			(4,012,708	)		74,127,426			922,991			(4,124,263	)		4,553,898
Net assets
Beginning of the year		24,186,132			41,322,708			88,885,205			20,843,139			27,108,650			28,114,769


End of year	$	24,706,420		$	37,310,000		$	163,012,631		$	21,766,130		$	22,984,387		$	32,668,667


Undistributed net investment income	$	182,939			—		$	1,804		$	24,178			—			—

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

API CAPITAL INCOME FUND

FINANCIAL HIGHLIGHTS


	Class A Shares *
	For the Year Ended January 31,									For the Period Ended January 31, 2010 ⁽²⁾			For the Years Ended May 31,
	2013			2012			2011			For the Period Ended January 31, 2010 ⁽²⁾			2009 ⁽³⁾			2008 ⁽³⁾
For a share outstanding throughout each year/period
Net asset value, beginning of year/period	$	36.79		$	36.36		$	30.19		$	25.85		$	42.82		$	47.32

Income from investment operations
Net investment income ⁽¹⁾⁽⁴⁾		0.80			0.71			0.42			0.14			0.52			0.70
Net realized and unrealized gain (loss) on investments		3.59			0.37			6.04			4.33			(15.05	)		(1.34	)


Total income (loss) from investment operations		4.39			1.08			6.46			4.47			(14.53	)		(0.64	)

Distributions
From net investment income		(0.67	)		(0.65	)		(0.29	)		(0.13	)		(0.39	)		(1.08	)
From net realized gain on security transactions														(2.05	)		(2.78	)


Total distributions		(0.67	)		(0.65	)		(0.29	)		(0.13	)		(2.44	)		(3.86	)


Net asset value, end of year/period	$	40.51		$	36.79		$	36.36		$	30.19		$	25.85		$	42.82


Total return ⁽⁵⁾		12.09	%		3.04	%		21.39	%		17.27	%		(33.18	)%		(1.43	)%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	3,659		$	3,779		$	4,040		$	3,795		$	3,551		$	8,015
Ratio of expenses to average net assets ⁽⁶⁾⁽⁷⁾		1.88	%		1.92	%		2.14	%		2.43	%		2.40	%		1.94	%
Ratio of net investment income to average net assets ⁽⁶⁾⁽⁷⁾		2.13	%		1.99	%		1.27	%		0.72	%		1.83	%		1.59	%
Portfolio turnover rate ⁽⁵⁾		37	%		85	%		66	%		27	%		129	%		69	%

Prior to May 30, 2012, Class A shares were referred to as Class D shares.

⁽¹⁾

Per share information has been calculated using the average number of shares outstanding.

⁽²⁾

Effective 2010, the Fund changed its fiscal year end to January 31.

⁽³⁾

Per share information adjusted to reflect 1:2 share adjustment effective February 23, 2009.

⁽⁴⁾

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.

⁽⁵⁾

Not annualized for periods less than one year.

⁽⁶⁾

Annualized for periods less than one year.

⁽⁷⁾

Does not include expenses of the investment companies in which the Fund invests.

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

API CAPITAL INCOME FUND

FINANCIAL HIGHLIGHTS, Continued


	Class L Shares
	For the Year Ended January 31,									For the Period Ended January 31, 2010 ⁽²⁾			For the Year Ended May 31,
	2013			2012			2011			For the Period Ended January 31, 2010 ⁽²⁾			2009 ⁽³⁾			2008 ⁽³⁾
For a share outstanding throughout each year/period
Net asset value, beginning of year/period	$	35.96		$	35.56		$	29.56		$	25.34		$	42.10		$	46.66

Income from investment operations
Net investment income ⁽¹⁾ ⁽⁴⁾		0.60			0.52			0.25			0.04			0.37			0.48
Net realized and unrealized gain (loss) on investments		3.49			0.37			5.89			4.23			(14.77	)		(1.32	)


Total income (loss) from investment operations		4.09			0.89			6.14			4.27			(14.40	)		(0.84	)

Distributions
From net investment income		(0.51	)		(0.49	)		(0.14	)		(0.05	)		(0.31	)		(0.94	)
From net realized gain on security transactions														(2.05	)		(2.78	)


Total distributions		(0.51	)		(0.49	)		(0.14	)		(0.05	)		(2.36	)		(3.72	)


Net asset value, end of year/period	$	39.54		$	35.96		$	35.56		$	29.56		$	25.34		$	42.10


Total return ⁽⁵⁾		11.49	%		2.56	%		20.79	%		16.85	%		(33.47	)%		(1.90	)%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	8,482		$	7,792		$	8,510		$	7,610		$	8,651		$	15,797
Ratio of expenses to average net assets ⁽⁶⁾⁽⁷⁾		2.38	%		2.42	%		2.64	%		2.93	%		2.90	%		2.44	%
Ratio of net investment income to average net assets ⁽⁶⁾⁽⁷⁾		1.63	%		1.49	%		0.77	%		0.22	%		1.33	%		1.09	%
Portfolio turnover rate ⁽⁵⁾		37	%		85	%		66	%		27	%		129	%		69	%

Prior to May 30, 2012, Class L shares were referred to as Class C shares.

⁽¹⁾

Per share information has been calculated using the average number of shares outstanding.

⁽²⁾

Effective 2010, the Fund changed its fiscal year end to January 31.

⁽³⁾

Per share information adjusted to reflect 1:2 share adjustment effective February 23, 2009.

⁽⁴⁾

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.

⁽⁵⁾

Not annualized for periods less than one year.

⁽⁶⁾

Annualized for periods less than one year.

⁽⁷⁾

Does not include expenses of the investment companies in which the Fund invests.

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

API CAPITAL INCOME FUND

FINANCIAL HIGHLIGHTS, Continued


	Institutional Class Shares *
	For the Year Ended January 31,									For the Period Ended January 31, 2010 ⁽²⁾			For the Year Ended May 31,
	2013			2012			2011			For the Period Ended January 31, 2010 ⁽²⁾			2009 ⁽³⁾			2008 ⁽³⁾
For a share outstanding throughout each year/period
Net asset value, beginning of year/period	$	37.35		$	36.89		$	30.60		$	26.19		$	43.34		$	47.76

Income from investment operations
Net investment income ⁽¹⁾⁽⁴⁾		1.01			0.91			0.60			0.24			0.68			0.94
Net realized and unrealized gain (loss) on investments		3.64			0.37			6.14			4.39			(15.29	)		(1.36	)


Total income (loss) from investment operations		4.65			1.28			6.74			4.63			(14.61	)		(0.42	)

Distributions
From net investment income		(0.85	)		(0.82	)		(0.45	)		(0.22	)		(0.49	)		(1.22	)
From net realized gain on security transactions														(2.05	)		(2.78	)


Total distributions		(0.85	)		(0.82	)		(0.45	)		(0.22	)		(2.54	)		(4.00	)


Net asset value, end of year/period	$	41.15		$	37.35		$	36.89		$	30.60		$	26.19		$	43.34


Total return ⁽⁵⁾		12.63	%		3.55	%		22.03	%		17.63	%		(32.93	)%		(0.93	)%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	14,231		$	13,135		$	11,636		$	7,114		$	3,745		$	3,491
Ratio of expenses to average net assets ⁽⁶⁾⁽⁷⁾		1.38	%		1.42	%		1.64	%		1.93	%		1.90	%		1.44	%
Ratio of net investment income to average net assets ⁽⁶⁾⁽⁷⁾		2.63	%		2.49	%		1.77	%		1.22	%		2.33	%		2.09	%
Portfolio turnover rate ⁽⁵⁾		37	%		85	%		66	%		27	%		129	%		69	%

Prior to May 30, 2012, Class A shares were referred to as Class D shares.

⁽¹⁾

Per share information has been calculated using the average number of shares outstanding.

⁽²⁾

Effective 2010, the Fund changed its fiscal year end to January 31.

⁽³⁾

Per share information adjusted to reflect 1:2 share adjustment effective February 23, 2009.

⁽⁴⁾

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.

⁽⁵⁾

Not annualized for periods less than one year.

⁽⁶⁾

Annualized for periods less than one year.

⁽⁷⁾

Does not include expenses of the investment companies in which the Fund invests.

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

API GROWTH FUND

FINANCIAL HIGHLIGHTS


	Class A Shares
	For the Year Ended January 31,									For the Period Ended January 31, 2010 ⁽²⁾			For the Year Ended May 31,
	2013			2012			2011			For the Period Ended January 31, 2010 ⁽²⁾			2009			2008
For a share outstanding throughout each year/period
Net asset value, beginning of year/period	$	9.82		$	9.85		$	7.55		$	6.36		$	13.93		$	14.12

Income from investment operations
Net investment income (loss) ⁽¹⁾⁽³⁾					(0.04	)		(0.04	)		(0.01	)		0.06			0.04
Net realized and unrealized gain (loss) on investments		1.68			0.01			2.34			1.20			(6.06	)		0.20


Total income from investment (loss) operations		1.68			(0.03	)		2.30			1.19			(6.00	)		0.24

Distributions
From net investment income																	(0.13	)
From net realized gain on security transactions														(1.57	)		(0.30	)


Total distributions														(1.57	)		(0.43	)


Net asset value, end of year/period	$	11.50		$	9.82		$	9.85		$	7.55		$	6.36		$	13.93


Total return ⁽⁴⁾		17.11	%		(0.30	)%		30.46	%		18.71	%		(41.06	)%		1.62	%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	16,671		$	14,582		$	12,975		$	9,706		$	4,221		$	5,016
Ratio of expenses to average net assets ⁽⁵⁾⁽⁶⁾		1.51	%		1.58	%		1.68	%		1.88	%		1.94	%		1.56	%
Ratio of net investment income (loss) to average net assets ⁽⁵⁾⁽⁶⁾		0.00	%		(0.37	)%		(0.48	)%		(0.28	)%		0.80	%		0.26	%
Portfolio turnover rate ⁽⁴⁾		56	%		37	%		35	%		25	%		99	%		72	%

⁽¹⁾

Per share information has been calculated using the average number of shares outstanding.

⁽²⁾

Effective 2010, the Fund changed its fiscal year end to January 31.

⁽³⁾

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.

⁽⁴⁾

Not annualized for periods less than one year.

⁽⁵⁾

Annualized for periods less than one year.

⁽⁶⁾

Does not include expenses of the investment companies in which the Fund invests.

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

API GROWTH FUND

FINANCIAL HIGHLIGHTS, Continued


	Class L Shares *
	For the Year Ended January 31,									For the Period Ended January 31, 2010 ⁽²⁾			For the Years Ended May 31,
	2013			2012			2011			For the Period Ended January 31, 2010 ⁽²⁾			2009			2008
For a share outstanding throughout each year/period
Net asset value, beginning of year/period	$	8.99		$	9.11		$	7.05		$	5.98		$	13.40		$	13.65

Income from investment operations
Net investment loss ⁽¹⁾⁽³⁾		(0.09	)		(0.12	)		(0.12	)		(0.06	)		(0.01	)		(0.10	)
Net realized and unrealized gain (loss) on investments		1.52						2.18			1.13			(5.84	)		0.19


Total income (loss) from investment operations		1.43			(0.12	)		2.06			1.07			(5.85	)		0.09

Distributions
From net investment income																	(0.04	)
From net realized gain on security transactions														(1.57	)		(0.30	)


Total distributions														(1.57	)		(0.34	)


Net asset value, end of year/period	$	10.42		$	8.99		$	9.11		$	7.05		$	5.98		$	13.40


Total return ⁽⁴⁾		15.91	%		(1.32	)%		29.22	%		17.89	%		(41.62	)%		0.63	%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	24,773		$	22,728		$	28,348		$	25,269		$	25,772		$	56,436
Ratio of expenses to average net assets ⁽⁵⁾⁽⁶⁾		2.51	%		2.58	%		2.68	%		2.88	%		2.94	%		2.56	%
Ratio of net investment loss to average net assets ⁽⁵⁾⁽⁶⁾		(1.00	)%		(1.37	)%		(1.48	)%		(1.28	)%		(0.20	)%		(0.74	)%
Portfolio turnover rate ⁽⁴⁾		56	%		37	%		35	%		25	%		99	%		72	%

Prior to May 30, 2012, Class L shares were referred to as Class C shares.

⁽¹⁾

Per share information has been calculated using the average number of shares outstanding.

⁽²⁾

Effective 2010, the Fund changed its fiscal year end to January 31.

⁽³⁾

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.

⁽⁴⁾

Not annualized for periods less than one year.

⁽⁵⁾

Annualized for periods less than one year.

⁽⁶⁾

Does not include expenses of the investment companies in which the Fund invests.

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

API INCOME FUND

FINANCIAL HIGHLIGHTS


	Class A Shares
	For the Year Ended January 31,									For the Period Ended January 31, 2010 ⁽²⁾			For the Years Ended May 31,
	2013			2012			2011			For the Period Ended January 31, 2010 ⁽²⁾			2009			2008
For a share outstanding throughout each year/period
Net asset value, beginning of year/period	$	11.18		$	11.90		$	11.24		$	9.20		$	10.27		$	10.31

Income from investment operations
Net investment income ⁽¹⁾ ⁽³⁾		0.84			0.79			0.94			0.69			0.66			0.31
Net realized and unrealized gain (loss) on investments		1.00			(0.72	)		0.62			2.00			(1.11	)		(0.06	)


Total income (loss) from investment operations		1.84			0.07			1.56			2.69			(0.45	)		0.25

Distributions
From net investment income		(0.78	)		(0.79	)		(0.90	)		(0.65	)		(0.62	)		(0.29	)


Total distributions		(0.78	)		(0.79	)		(0.90	)		(0.65	)		(0.62	)		(0.29	)


Net asset value, end of year/period	$	12.24		$	11.18		$	11.90		$	11.24		$	9.20		$	10.27


Total return ⁽⁴⁾		17.09	%		0.69	%		14.35	%		30.00	%		(3.25	)%		2.48	%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	189,833		$	69,653		$	36,202		$	13,255		$	1,276		$	912
Ratio of expenses to average net assets ⁽⁵⁾⁽⁶⁾		1.24	%		1.56	%		1.71	%		1.20	%		1.88	%		1.70	%
Ratio of net investment income to average net assets ⁽⁵⁾⁽⁶⁾		7.20	%		7.02	%		8.00	%		9.47	%		7.76	%		3.04	%
Portfolio turnover rate ⁽⁴⁾		40	%		86	%		42	%		33	%		92	%		98	%

⁽¹⁾

Per share information has been calculated using the average number of shares outstanding.

⁽²⁾

Effective 2010, the Fund changed its fiscal year end to January 31.

⁽³⁾

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.

⁽⁴⁾

Not annualized for periods less than one year.

⁽⁵⁾

Annualized for periods less than one year.

⁽⁶⁾

Does not include expenses of the investment companies in which the Fund invests.

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

API INCOME FUND

FINANCIAL HIGHLIGHTS, Continued


	Class L Shares *
	For the Year Ended January 31,									For the Period Ended January 31, 2010 ⁽²⁾			For the Year Ended May 31,
	2013			2012			2011			For the Period Ended January 31, 2010 ⁽²⁾			2009			2008
For a share outstanding throughout each year/period
Net asset value, beginning of year/period	$	10.82		$	11.54		$	10.92		$	8.96		$	10.02		$	10.10

Income from investment operations
Net investment income ⁽¹⁾⁽³⁾		0.76			0.74			0.88			0.59			0.55			0.20
Net realized and unrealized gain (loss) on investments		0.97			(0.69	)		0.60			1.96			(1.07	)		(0.05	)


Total income (loss) from investment operations		1.73			0.05			1.48			2.55			(0.52	)		0.15

Distributions
From net investment income		(0.74	)		(0.77	)		(0.86	)		(0.59	)		(0.54	)		(0.23	)


Total distributions		(0.74	)		(0.77	)		(0.86	)		(0.59	)		(0.54	)		(0.23	)


Net asset value, end of year/period	$	11.81		$	10.82		$	11.54		$	10.92		$	8.96		$	10.02


Total return ⁽⁴⁾		16.62	%		0.50	%		14.05	%		29.06	%		(4.12	)%		1.52	%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	248,675		$	83,596		$	46,927		$	30,042		$	19,411		$	11,984
Ratio of expenses to average net assets ⁽⁵⁾⁽⁶⁾		1.68	%		1.81	%		1.96	%		2.20	%		2.88	%		2.70	%
Ratio of net investment income to average net assets ⁽⁵⁾⁽⁶⁾		6.76	%		6.77	%		7.80	%		8.47	%		6.76	%		2.04	%
Portfolio turnover rate ⁽⁴⁾		40	%		86	%		42	%		33	%		92	%		98	%

Prior to May 30, 2012, Class L shares were referred to as Class C shares.

⁽¹⁾

Per share information has been calculated using the average number of shares outstanding.

⁽²⁾

Effective 2010, the Fund changed its fiscal year end to January 31.

⁽³⁾

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.

⁽⁴⁾

Not annualized for periods less than one year.

⁽⁵⁾

Annualized for periods less than one year.

⁽⁶⁾

Does not include expenses of the investment companies in which the Fund invests.

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

API INCOME FUND

FINANCIAL HIGHLIGHTS, Continued


	Institutional Class Shares
	For the Year Ended January 31,						For the Period Ended January 31, 2011 ⁽²⁾
	2013			2012			For the Period Ended January 31, 2011 ⁽²⁾
For a share outstanding throughout each year/period
Net asset value, beginning of year/period	$	11.49		$	12.19		$	12.00

Income from investment operations
Net investment income ⁽¹⁾⁽³⁾		0.94			0.90			0.88
Net realized and unrealized gain (loss) on investments		1.02			(0.74	)		0.11


Total income from investment operations		1.96			0.16			0.99

Distributions
From net investment income		(0.84	)		(0.86	)		(0.80	)


Total distributions		(0.84	)		(0.86	)		(0.80	)


Net asset value, end of year/period	$	12.61		$	11.49		$	12.19


Total return ⁽⁴⁾		17.71	%		1.49	%		8.60	%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	53,454		$	9,764		$	5,756
Ratio of expenses to average net assets ⁽⁵⁾⁽⁶⁾		0.68	%		0.81	%		0.96	%
Ratio of net investment income to average net assets ⁽⁵⁾⁽⁶⁾		7.76	%		7.77	%		8.80	%
Portfolio turnover rate ⁽⁴⁾		40	%		86	%		42	%

⁽¹⁾

Per share information has been calculated using the average number of shares outstanding.

⁽²⁾

Commencement of operations was April 1, 2010.

⁽³⁾

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.

⁽⁴⁾

Not annualized for periods less than one year.

⁽⁵⁾

Annualized for periods less than one year.

⁽⁶⁾

Does not include expenses of the investment companies in which the Fund invests.

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

API CORE INCOME FUND

FINANCIAL HIGHLIGHTS


	Class A Shares
	For the Year Ended January 31,									For the Period Ended January 31, 2010 ⁽²⁾			For the Years Ended May 31,
	2013			2012			2011			For the Period Ended January 31, 2010 ⁽²⁾			2009			2008
For a share outstanding throughout each year/period
Net asset value, beginning of year/period	$	12.46		$	12.40		$	10.39		$	8.98		$	16.84		$	18.45

Income from investment operations
Net investment income ⁽¹⁾⁽³⁾		0.34			0.11			0.01			0.07			0.11			0.17
Net realized and unrealized gain (loss) on investments		0.55			(0.05	)		2.08			1.41			(7.46	)		(0.11	)


Total income (loss) from investment operations		0.89			0.06			2.09			1.48			(7.35	)		0.06

Distributions
From net investment income		(0.28	)					(0.08	)		(0.07	)					(0.26	)
From net realized gain on security transactions														(0.51	)		(1.41	)


Total distributions		(0.28	)					(0.08	)		(0.07	)		(0.51	)		(1.67	)


Net asset value, end of year/period	$	13.07		$	12.46		$	12.40		$	10.39		$	8.98		$	16.84


Total return ⁽⁴⁾		7.19	%		0.48	%		20.09	%		16.43	%		(43.21	)%		0.25	%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	3,986		$	4,115		$	3,653		$	3,303		$	2,918		$	6,278
Ratio of expenses to average net assets ⁽⁵⁾⁽⁶⁾		1.47	%		1.53	%		1.69	%		1.82	%		1.77	%		1.33	%
Ratio of net investment income to average net assets ⁽⁵⁾⁽⁶⁾		2.62	%		0.91	%		0.13	%		1.02	%		1.03	%		0.98	%
Portfolio turnover rate ⁽⁴⁾		62	%		244	%		122	%		21	%		75	%		59	%

⁽¹ ⁾

Per share information has been calculated using the average number of shares outstanding.

⁽²⁾

Effective 2010, the Fund changed its fiscal year end to January 31.

⁽³⁾

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.

⁽⁴⁾

Not annualized for periods less than one year.

⁽⁵⁾

Annualized for periods less than one year.

⁽⁶⁾

Does not include expenses of the investment companies in which the Fund invests.

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

API CORE INCOME FUND

FINANCIAL HIGHLIGHTS, Continued


	Class L Shares*
	For the Year Ended January 31									For the Period Ended January 31, 2010 ⁽²⁾			For the Year Ended May 31,
	2013			2012			2011			For the Period Ended January 31, 2010 ⁽²⁾			2009			2008
For a share outstanding throughout each year/period
Net asset value, beginning of year/period	$	11.66		$	11.72		$	9.86		$	8.54		$	16.22		$	17.89

Income from investment operations
Net investment income (loss) ⁽¹⁾⁽³⁾		0.19			(0.01	)		(0.09	)
Net realized and unrealized gain (loss) on investments		0.52			(0.05	)		1.95			1.33			(7.17	)		(0.10	)


Total income from investment operations		0.71			(0.06	)		1.86			1.33			(7.17	)		(0.10	)

Distributions
From net investment income		(0.17	)					(0.00	)*		(0.01	)					(0.16	)
From net realized gain on security transactions														(0.51	)		(1.41	)


Total distributions		(0.17	)					(0.00	)*		(0.01	)		(0.51	)		(1.57	)


Net asset value, end of year/period	$	12.20		$	11.66		$	11.72		$	9.86		$	8.54		$	16.22


Total return ⁽⁴⁾		6.10	%		(0.51	)%		18.88	%		15.58	%		(43.76	)%		(0.72	)%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	16,856		$	17,651		$	17,190		$	17,008		$	16,417		$	33,834
Ratio of expenses to average net assets ⁽⁵⁾⁽⁶⁾		2.47	%		2.53	%		2.69	%		2.82	%		2.77	%		2.33	%
Ratio of net investment income (loss) to average net assets ⁽⁵⁾⁽⁶⁾		1.62	%		(0.09	)%		(0.87	)%		0.02	%		0.03	%		(0.02	)%
Portfolio turnover rate ⁽⁴⁾		62	%		244	%		122	%		21	%		75	%		59	%

Prior to May 30, 2012, Class L shares were referred to as Class C shares.

⁽¹⁾

Per share information has been calculated using the average number of shares outstanding.

⁽²⁾

Effective 2010, the Fund changed its fiscal year end to January 31.

⁽³⁾

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.

⁽⁴⁾

Not annualized for periods less than one year.

⁽⁵⁾

Annualized for periods less than one year.

⁽⁶⁾

Does not include expenses of the investment companies in which the Fund invests.

Amount less than $0.005.

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

API VALUE FUND

FINANCIAL HIGHLIGHTS


	Class A Shares
	For the Year Ended January 31,									For the Period Ended January 31, 2010 ⁽²⁾			For the Year Ended May 31,
	2013			2012			2011			For the Period Ended January 31, 2010 ⁽²⁾			2009			2008
For a share outstanding throughout each year/period
Net asset value, beginning of year/period	$	12.67		$	12.99		$	10.33		$	8.48		$	16.56		$	19.15

Income from investment operations
Net investment income (loss) ⁽¹⁾⁽³⁾		0.02			0.02			0.02						0.11			0.17
Net realized and unrealized gain (loss) on investments		1.36			(0.34	)		2.64			1.92			(7.95	)		(0.36	)


Total income from investment operations		1.38			(0.32	)		2.66			1.92			(7.84	)		(0.19	)

Distributions
From net investment income											(0.07	)					(0.24	)
From net realized gain on security transactions														(0.24	)		(2.16	)


Total distributions											(0.07	)		(0.24	)		(2.40	)


Net asset value, end of year/period	$	14.05		$	12.67		$	12.99		$	10.33		$	8.48		$	16.56


Total return ⁽⁴⁾		10.89	%		(2.46	)%		25.75	%		22.60	%		(47.18	)%		(0.50	)%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	13,556		$	13,579		$	11,962		$	7,838		$	4,832		$	4,060
Ratio of operating expenses to average net assets ⁽⁵⁾⁽⁶⁾		1.64	%		1.59	%		1.72	%		1.93	%		1.93	%		1.53	%
Ratio of net investment income (loss) to average net assets ⁽⁵⁾⁽⁶⁾		0.15	%		0.16	%		0.16	%		0.00	%		1.11	%		1.00	%
Portfolio turnover rate ⁽⁴⁾		95	%		52	%		58	%		32	%		120	%		74	%

⁽¹⁾

Per share information has been calculated using the average number of shares outstanding.

⁽²⁾

Effective 2010, the Fund changed its fiscal year end to January 31.

⁽³⁾

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.

⁽⁴⁾

Not annualized for periods less than one year.

⁽⁵⁾

Annualized for periods less than one year.

⁽⁶⁾

Does not include expenses of the investment companies in which the Fund invests.

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

API VALUE FUND

FINANCIAL HIGHLIGHTS, Continued


	Class L Shares*
	For the Year Ended January 31,									For the Period Ended January 31, 2010 ⁽²⁾			For the Years Ended May 31,
	2013			2012			2011			For the Period Ended January 31, 2010 ⁽²⁾			2009			2008
For a share outstanding throughout each year/period
Net asset value, beginning of year/period	$	11.79		$	12.19		$	9.79		$	8.05		$	15.89		$	18.53

Income from investment operations
Net investment income (loss) ⁽¹⁾⁽³⁾		(0.09	)		(0.09	)		(0.08	)		(0.06	)		0.02			0.02
Net realized and unrealized gain (loss) on investments		1.25			(0.31	)		2.48			1.82			(7.62	)		(0.36	)


Total income (loss) from investment operations		1.16			(0.40	)		2.40			1.76			(7.60	)		(0.34	)

Distributions
From net investment income											(0.02	)					(0.14	)
From net realized gain on security transactions														(0.24	)		(2.16	)


Total distributions											(0.02	)		(0.24	)		(2.30	)


Net asset value, end of year/period	$	12.95		$	11.79		$	12.19		$	9.79		$	8.05		$	15.89


Total return ⁽⁴⁾		9.84	%		(3.28	)%		24.51	%		21.83	%		(47.67	)%		(1.38	)%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	8,986		$	9,405		$	15,147		$	13,969		$	14,763		$	36,190
Ratio of operating expenses to average net assets ⁽⁵⁾⁽⁶⁾		2.54	%		2.49	%		2.62	%		2.83	%		2.83	%		2.43	%
Ratio of net investment income (loss) to average net assets ⁽⁵⁾⁽⁶⁾		(0.75	)%		(0.74	)%		(0.74	)%		(0.90	)%		0.21	%		0.10	%
Portfolio turnover rate ⁽⁴⁾		95	%		52	%		58	%		32	%		120	%		74	%

Prior to May 30, 2012, Class L shares were referred to as Class C shares.

⁽¹⁾

Per share information has been calculated using the average number of shares outstanding.

⁽²⁾

Effective 2010, the Fund changed its fiscal year end to January 31.

⁽³⁾

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.

⁽⁴⁾

Not annualized for periods less than one year.

⁽⁵⁾

Annualized for periods less than one year.

⁽⁶⁾

Does not include expenses of the investment companies in which the Fund invests.

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

API MASTER ALLOCATION FUND

FINANCIAL HIGHLIGHTS


	Class A Shares
	For the Year Ended January 31,									For the Period Ended
	2013			2012			2011			January 31, 2010 ⁽²⁾
For a share outstanding throughout each year/period
Net asset value, beginning of year/period	$	27.14		$	27.41		$	22.13		$	15.00

Income from investment operations
Net investment income (loss) ⁽¹⁾⁽³⁾		(0.14	)		(0.13	)		(0.24	)		(0.32	)
Net realized and unrealized gain (loss) on investments		3.39			(0.14	)		5.52			7.45


Total income (loss) from investment operations		3.25			(0.27	)		5.28			7.13


Net asset value, end of year/period	$	30.39		$	27.14		$	27.41		$	22.13


Total return ⁽⁴⁾		11.97	%		(0.99	)%		23.86	%		47.53	%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	9,488		$	11.389		$	9,407		$	3,035
Ratio of expenses to average net assets ⁽⁵⁾⁽⁶⁾		1.22	%		1.23	%		1.45	%		2.47	%
Ratio of net investment loss to average net assets ⁽⁵⁾⁽⁶⁾		(0.49	)%		(0.49	)%		(0.96	)%		(1.74	)%
Portfolio turnover rate ⁽⁴⁾		7	%		16	%		7	%		2	%

⁽¹⁾

Per share information has been calculated using the average number of shares outstanding.

⁽²⁾

Commencement of operations was March 19, 2009.

⁽³⁾

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.

⁽⁴⁾

Not annualized for periods less than one year.

⁽⁵⁾

Annualized for periods less than one year.

⁽⁶⁾

Does not include expenses of the investment companies in which the Fund invests.

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

API MASTER ALLOCATION FUND

FINANCIAL HIGHLIGHTS, Continued


	Class L Shares
	For the Year Ended January 31,									For the Period Ended
	2013			2012			2011			January 31, 2010 ⁽²⁾
For a share outstanding throughout each year/period
Net asset value, beginning of year/period	$	26.76		$	27.16		$	22.03		$	15.00

Income from investment operations
Net investment income (loss) ⁽¹⁾⁽³⁾		(0.27	)		(0.26	)		(0.36	)		(0.42	)
Net realized and unrealized gain (loss) on investments		3.32			(0.14	)		5.49			7.45


Total income (loss) from investment operations		3.05			(0.40	)		5.13			7.03


Net asset value, end of year/period	$	29.81		$	26.76		$	27.16		$	22.03


Total return ⁽⁴⁾		11.40	%		(1.47	)%		23.29	%		46.87	%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	23,601		$	21,280		$	18,708		$	13,574
Ratio of expenses to average net assets ⁽⁵⁾⁽⁶⁾		1.72	%		1.73	%		1.95	%		2.97	%
Ratio of net investment income to average net assets ⁽⁵⁾⁽⁶⁾		(0.99	)%		(0.99	)%		(1.46	)%		(2.24	)%
Portfolio turnover rate ⁽⁴⁾		7	%		16	%		7	%		2	%

⁽¹⁾

Per share information has been calculated using the average number of shares outstanding.

⁽²⁾

Commencement of operations was March 19, 2009.

⁽³⁾

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.

⁽⁴⁾

Not annualized for periods less than one year.

⁽⁵⁾

Annualized for periods less than one year.

⁽⁶⁾

Does not include expenses of the investment companies in which the Fund invests.

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

API TRUST

NOTES TO FINANCIAL STATEMENTS

January 31, 2013

Organization

American Pension Investors Trust (the “Trust”) is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The accompanying financial statements include the Capital Income Fund, Growth Fund, Income Fund, Core Income Fund, Value Fund, and Master Allocation Fund (collectively the “Funds”). Each Fund offers Class A and Class L shares. In addition, the Capital Income Fund and the Income Fund offer Institutional Class shares.

Prior to May 30, 2012, the Core Income Fund was named the Multiple Index Fund. The Fund’s Board of Trustees approved the name change so that the name would better reflect the investment practices of the Fund. In addition, on that same date, Class C shares in each Fund were converted to Class L shares. As a result, sales of these shares are no longer subject to a one year contingent deferred sales charge (“CDSC”). Class C shares that were purchased prior to May 30, 2012 will retain their CDSC for the full one year period from the date of purchase. Also on May 30, 2012, Class A shares of the Capital Income Fund were converted to Institutional Class shares, and Class D shares of the Capital Income Fund were converted to Class A shares and re-opened for purchase by the general public. As a result, the Institutional Class shares will not be subject to a front-end sales charge, and the new Class A shares will be subject to the same front-end sales charges as all other Class A shares offered by the Funds.

The Capital Income Fund’s investment objective is to seek to achieve high current income, as well as growth of capital and income. The Growth Fund’s investment objective is growth of capital. The Capital Income Fund and Growth Fund invest primarily in the common stock of U.S. and foreign issuers, securities issued by investment companies (“Underlying Funds”), including open-end mutual funds, closed-end funds, unit investment trusts, and foreign investment companies, long-, intermediate- or short-term bonds and other fixed-income securities, and index securities (“Index Securities”), including exchange traded funds and similar securities that represent interests in a portfolio of common stocks or fixed income securities seeking to track the performance of a securities index or similar benchmark.

The Income Fund’s investment objective is current income with limited credit risk. The Income Fund invests primarily in debt securities, including U.S. Government securities and corporate bonds, common stock of U.S. and foreign issuers, securities issued by Underlying Funds, and Index Securities.

The Core Income Fund’s investment objective is maximum total return from capital growth and income. The Multiple Index Fund invests primarily in Index Securities, common stock of U.S. and foreign issuers, and securities issued by Underlying Funds.

The Value Fund’s investment objective is growth of capital, as well as income. The Value Fund invests primarily in the common stock of U.S. and foreign issuers, securities issued by Underlying Funds, and Index Securities.

The Master Allocation Fund’s investment objective is long term capital appreciation and current income. Under normal conditions, Yorktown Management & Research Company, Inc., the Funds’ investment advisor (the “Advisor”), seeks to achieve the Fund’s investment objective by investing in a variety of equity and debt securities. The Advisor currently invests Fund assets in securities issued by other Underlying Funds managed by the Advisor, but reserves the right to invest Fund assets in other equity and debt securities as it deems appropriate in seeking to achieve the Fund’s investment objective.

API TRUST

NOTES TO FINANCIAL STATEMENTS, Continued

Significant Accounting Policies

Portfolio Valuation

The Funds’ investments in Underlying Funds are valued daily at their respective closing net asset values in accordance with the 1940 Act. Securities that are listed on U.S. exchanges (other than exchange traded funds (“ETFs”)) are valued at the last sales price on the day the securities are valued or, lacking any sales on such day, at the previous day’s closing price. ETFs are valued at the last sales price on the ETFs primary exchange on the day the securities are valued or, lacking any sales on such day, either at the value assigned by a nationally recognized third-party pricing service or at the previous day’s closing price. Securities listed on NASDAQ are valued at the NASDAQ Official Closing Price. U.S. Treasury securities and corporate bonds are valued at an evaluated mean of the bid and asked prices. Securities for which market quotations are unavailable or unreliable are valued at fair value as determined in good faith by or under the direction of the Board of Trustees.

The Funds utilize various methods to measure the fair value of most of their investments on a recurring basis. Generally accepted accounting principles establish a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:

•

Level 1—Unadjusted quoted prices in active markets for identical assets 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, 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, to the extent relevant observable inputs are not available, representing a Fund’s own assumptions about the assumptions a market participant would use in valuing the asset, and would be based on the best information available.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used, as of January 31, 2013, in valuing the Funds’ assets carried at fair value.

API TRUST

NOTES TO FINANCIAL STATEMENTS, Continued

Significant Accounting Policies, continued

Capital Income Fund


Investments in Securities	Level 1— Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Total
Closed-end Funds	$	504,670	$	—	$	—	$	504,670
Common Stocks ⁽¹⁾		21,166,492		—		—		21,166,492
Exchange Traded Funds		1,600,470		—		—		1,600,470
Limited Partnerships		437,853		—		—		437,853
Real Estate Investment Trusts		1,624,972		—		—		1,624,972
Structures Notes		—		517,305		—		517,305

Total	$	25,334,457	$	517,305	$	—	$	25,851,762

Growth Fund


Investments in Securities	Level 1— Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Total
Common Stocks ⁽¹⁾	$	37,073,103	$	—	$	—	$	37,073,103
Exchange Traded Funds		3,520,461		—		—		3,520,461

Total	$	40,593,564	$	—	$	—	$	40,593,564

Income Fund


Investments in Securities	Level 1— Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Total
Closed-end Funds	$	68,598,113	$	—	$	—	$	68,598,113
Common Stocks ⁽¹⁾		79,460,928		—		—		47,124,818
Corporate Bonds		—		4,276,021		—		4,276,021
Exchange Traded Funds		179,636,294		—		—		211,972,404
Limited Partnerships		3,550,000		—		—		3,550,000
Municipal Bonds		—		207,650		—		207,650
Preferred Stocks		19,128,896		—		—		19,128,896
Real Estate Investment Trusts		102,435,225		—		—		102,435,225
Structured Notes		—		15,852,986		—		15,852,986

Total	$	452,809,456	$	20,336,657	$	—	$	473,146,113

API TRUST

NOTES TO FINANCIAL STATEMENTS, Continued

Significant Accounting Policies, continued

Core Income Fund


Investments in Securities	Level 1— Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Total
Closed-end Funds	$	1,949,180	$	—	$	—	$	1,949,180
Corporate Bonds		—		3,102,925		—		3,102,925
Exchange Traded Funds		13,009,318		—		—		13,009,318
Preferred Stocks		1,510,945		—		—		1,510,945
Structured Notes		—		617,930		—		617,930

Total	$	16,469,443	$	3,720,855	$	—	$	20,190,298

Value Fund


Investments in Securities	Level 1— Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Total
Common Stocks ⁽¹⁾	$	19,735,550	$	—	$	—	$	19,735,550
Limited Partnerships		179,890		—		—		179,890
Exchange Traded Funds		2,077,638		—		—		2,077,638

Total	$	21,993,078	$	—	$	—	$	21,993,078

Master Allocation Fund


Investments in Securities	Level 1— Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Total
Mutual Funds	$	32,858,942	$	—	$	—	$	32,858,942

⁽¹⁾

See schedule of investments for segregation by the size of the company in which the Fund invests.

There were no transfers into or out of Levels 1 and 2 during the current period presented. Transfers are recognized at the end of the reporting period.

Security Transactions and Investment Income

Security transactions are accounted for on the trade date. Realized gains and losses from security transactions are reported on an identified-cost basis for both financial statement and federal income tax purposes. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Interest income and expenses are recorded on an accrual basis.

API TRUST

NOTES TO FINANCIAL STATEMENTS, Continued

Significant Accounting Policies, continued

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Class Net Asset Values and Expenses

All income, expenses not attributable to a particular class, and realized and unrealized gains are allocated to each class proportionately for purposes of determining the net asset value of each class. Certain shareholder servicing and distribution fees are allocated to the particular class to which they are attributable.

The Funds currently offer Class A shares which include a maximum front-end sales charge (load) of 5.75%. Class A shares may be purchased without a front-end sales charge under certain circumstances. A contingent deferred sales charge (“CDSC”) of 1.00% is generally imposed on redemptions of Class L shares made within one year of the date of purchase if the purchase was made prior to May 30, 2012. Consequently, redemption value may differ from net asset value. Purchases of Class L shares on or after May 30, 2012 are not subject to a CDSC.

Other

In the normal course of business, the Trust enters into contracts that contain a variety of representations which provide general indemnifications. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. However, based on experience, the Trust expects the risk of loss to be remote.

In preparing these financial statements, management has evaluated Fund related events and transactions for potential recognition or disclosure through the date the financial statements were issued. There were no events or transactions that occurred during the period that materially impacted the amounts or disclosures in the Funds’ financial statements.

Investment Advisory and Accounting Services Agreements

The Advisor, whose principal stockholder is also a trustee of the Trust, serves as the Funds’ investment advisor and manager. For its services, the Advisor receives a fee, calculated daily and payable monthly, at an annual rate of .60% of the average daily net assets of the Capital Income Fund; 1.00% of the first $100 million of the average daily net assets of the Growth Fund and .75% of the average daily net assets exceeding $100 million; .40% of the average daily net assets of the Income Fund; .70% of the average daily net assets of the Core Income Fund; .90% of the average daily net assets of the Value Fund; and .30% of the average daily net assets of the Master Allocation Fund.

In addition, the Advisor provides certain accounting and pricing services for the Funds. For the year ended January 31, 2013, the Advisor received $42,510, $38,757, $69,203, $37,117, and $37,185 from the Capital Income Fund, Growth Fund, Income Fund, Core Income Fund, and Value Fund, respectively. The Advisor does not currently charge administrative services and accounting services fees for the Master Allocation Fund.

API TRUST

NOTES TO FINANCIAL STATEMENTS, Continued

Distribution Plan and Fees

The Trust has adopted Rule 12b-1 Plans of Distribution providing for the payment of distribution and service fees to the Funds’ distributor. Class A Shares of the Capital Income Fund pay a fee of 0.50% of the Class A shares’ average daily net assets. Of this amount, 0.25% represents distribution fees and 0.25% represents shareholder servicing fees. Class A Shares of the Income Fund and Master Allocation Fund pay a fee of 0.50% of each Class A shares’ average daily net assets for distribution fees. Class L Shares of the Capital Income Fund, Growth Fund, Income Fund, Core Income Fund and Master Allocation Fund pay a fee of 1.00% of each Class L Shares’ average daily net assets. Of this amount, 0.75% represents distribution fees and 0.25% represents shareholder servicing fees. Class L Shares of the Value Fund pay a fee of 0.90% of the Class L Shares’ average daily net assets. Of this amount, 0.65% represents distribution fees and 0.25% represents shareholder servicing fees.

Investment Activity

For the year ended January 31, 2013, total aggregate purchases and proceeds from sales of investment securities (excluding short-term securities) were as follows:


	Purchases		Sales		U.S. Government Purchases		U.S. Government Sales
Capital Income Fund	$	9,033,764	$	9,571,237	$	—	$	—
Growth Fund		20,379,863		22,424,702		—		—
Income Fund		397,904,597		114,911,535		—		—
Core Income Fund		12,947,326		15,705,286		—		—
Value Fund		20,175,272		22,915,975		—		—
Master Allocation Fund		2,210,000		5,446,191		—		—

API TRUST

NOTES TO FINANCIAL STATEMENTS, Continued

Fund Share Transactions

Share transactions for the period ended January 31, 2013 were as follows:


	Amount										Shares
	Sold		Reinvested From Distributions		Redeemed			Net Change			Sold		Reinvested From Distributions		Redeemed			Net Change
Capital Income Fund:
Class A		308,481		59,390		(831,055	)		(463,184	)		8,001		1,581		(21,975	)		(12,393	)
Class L		1,051,189		100,915		(1,224,094	)		(71,990	)		27,906		2,748		(32,860	)		(2,206	)
Institutional Class		1,987,119		70,979		(2,263,057	)		(204,959	)		51,473		1,860		(59,201	)		(5,868	)

Growth Fund:
Class A		2,832,213		—		(3,047,054	)		(214,841	)		267,986		—		(302,819	)		(34,833	)
Class L		2,196,461		—		(3,568,397	)		(1,371,936	)		229,932		—		(380,752	)		(150,820	)

Income Fund:
Class A		119,589,472		5,213,163		(16,854,323	)		107,948,312			10,272,408		449,119		(1,440,305	)		9,281,222
Class L		162,998,020		7,386,628		(19,648,107	)		150,736,541			14,423,133		658,309		(1,742,936	)		13,338,506
Institutional Class		43,866,949		1,634,792		(4,650,062	)		40,851,679			3,640,228		136,371		(388,314	)		3,388,285

Core Income Fund:
Class A		2,237,901		90,200		(2,665,576	)		(337,475	)		175,524		7,013		(207,916	)		(25,379	)
Class L		3,577,529		228,933		(5,366,025	)		(1,559,563	)		300,036		18,968		(451,420	)		(132,416	)

Value Fund:
Class A		1,417,889		—		(2,723,113	)		(1,305,224	)		107,869		—		(215,036	)		(107,167	)
Class L		1,133,133		—		(2,385,956	)		(1,252,823	)		94,760		—		(199,120	)		(104,360	)

Master Allocation Fund:
Class A		1,749,313		—		(4,631,143	)		(2,881,830	)		61,998		—		(169,414	)		(107,416	)
Class L		5,577,687		—		(5,665,532	)		(87,845	)		202,507		—		(206,168	)		(3,661	)

At January 31, 2013, net assets per class consisted of the following:


	Capital Income Fund		Growth Fund		Income Fund		Core Income Fund		Value Fund		Master Allocation Fund
Class A	$	3,658,625	$	16,670,858	$	189,833,002	$	3,985,931	$	13,555,729	$	9,487,723
Class L		8,482,458		24,773,281		248,674,932		16,856,459		8,985,524		23,601,035
Institutional Class		14,230,891		—		53,453,653		—		—		—

API TRUST

NOTES TO FINANCIAL STATEMENTS, Continued

Fund Share Transactions, continued

Share transactions for the year ended January 31, 2012 were as follows:


	Amount										Shares
	Sold		Reinvested From Distributions		Redeemed			Net Change			Sold		Reinvested From Distributions		Redeemed			Net Change
Capital Income Fund:
Class A		6,609,637		69,238		(4,879,937	)		1,798,938			178,659		1,894		(144,312	)		36,241
Class C		536,667		105,373		(1,428,394	)		(786,354	)		15,131		3,010		(40,731	)		(22,590	)
Class D		8,490		65,276		(384,279	)		(310,513	)		227		1,826		(10,444	)		(8,391	)

Growth Fund:
Class A		5,855,314		—		(4,006,800	)		1,848,514			608,975		—		(441,939	)		167,036
Class C		1,096,856		—		(6,174,060	)		(5,077,204	)		125,404		—		(709,953	)		(584,549	)

Income Fund:
Class A		50,043,877		2,489,053		(15,370,590	)		37,162,340			4,339,008		221,934		(1,375,635	)		3,185,307
Class C		48,917,830		3,520,722		(11,176,242	)		41,262,310			4,368,699		323,506		(1,032,626	)		3,659,579
Institutional Class		6,959,585		568,386		(2,889,680	)		4,638,291			584,428		49,110		(256,164	)		377,374

Multiple Index Fund:
Class A		4,067,379		—		(3,603,115	)		464,264			332,919		—		(297,031	)		35,888
Class C		7,144,198		—		(6,647,722	)		496,476			622,883		—		(575,085	)		47,798

Value Fund:
Class A		5,200,562		—		(3,065,020	)		2,135,542			410,262		—		(259,317	)		150,945
Class C		730,003		—		(5,805,860	)		(5,075,857	)		63,927		—		(508,216	)		(444,289	)

Master Allocation Fund:
Class A		6,217,062		—		(3,993,048	)		2,224,014			232,155		—		(155,741	)		76,414
Class L		8,983,543		—		(5,842,685	)		3,140,858			335,566		—		(229,106	)		106,460

At January 31, 2012, net assets per class consisted of the following:


	Capital Income Fund		Growth Fund		Income Fund		Multiple Index Fund		Value Fund		Master Allocation Fund
Class A	$	13,135,434	$	14,581,565	$	69,652,776	$	4,115,526	$	13,579,431	$	11,388,978
Class C		7,791,910		22,728,435		83,596,141		17,650,604		9,404,956		—
Class D		3,779,076		—		—		—		—		—
Institutional Class		—		—		9,763,714		—		—		—
Class L		—		—		—		—		—		21,279,689

API TRUST

NOTES TO FINANCIAL STATEMENTS, Continued

Capital Loss Carryovers

At January 31, 2013, the following Funds had capital loss carryovers:


	Capital Loss Carryover		Expiration Year		Carryover Character
Capital Income Fund	$	414,333		2018
Growth Fund		4,874,717		2018
Income Fund		184,277		2014
		94,584		2015
		72,379		2017
		62,313		2018
		870,231		N/A	Short-Term
Core Income Fund		2,985,977		2018
Value Fund		5,028,726		2018
Master Allocation Fund		80,135		N/A	Short-Term
		54,547		N/A	Long-Term

The capital loss carryovers are available to offset possible future capital gains, if any, of the respective Fund.

As a result of the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”), losses incurred in the fiscal year ended January 31, 2012 and beyond retain their character, short-term or long-term, have no expiration date, and are utilized prior to capital loss carryforwards accumulated before the enactment of the Modernization Act.

Federal Income Tax Information

Each of the Funds is a separate taxable entity and intends to continue to qualify for the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and, is required to make the requisite distributions to its shareholders which will relieve it from Federal income or excise taxes. Therefore, no provision has been recorded for Federal income or excise taxes. Under current tax law, capital losses realized after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. Required fund distributions are based on income and capital gain amounts determined in accordance with federal income tax regulations, which differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the composition of net assets and distributions for tax purposes differ from amounts reflected in the accompanying financial statements. These differences are primarily due to differing treatment for losses deferred with respect to wash sales, and excise tax regulations. For financial reporting purposes, capital accounts and distributions to shareholders are adjusted to reflect the tax character of permanent book/tax differences.

The Funds recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Funds’ tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years (2010-2012), or expected to be taken in the Funds’ 2013 tax returns. The Funds identify their major tax jurisdictions as U. S. Federal and Virginia State; 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.

API TRUST

NOTES TO FINANCIAL STATEMENTS, Continued

Federal Income Tax Information, continued

The tax character of distributions paid during the years ended January 31, 2013 and 2012 were as follows:


	January 31, 2013
	Ordinary Income		Long Term Capital Gains		Total Distributions
Capital Income Fund	$	474,000	$	—	$	474,000
Growth Fund		—		—		—
Income Fund		19,838,000		—		19,838,000
Core Income Fund		328,000		—		328,000
Value Fund		—		—		—
Master Allocation Fund		—		—		—

	January 31, 2012
	Ordinary Income		Long Term Capital Gains		Total Distributions
Capital Income Fund	$	483,000	$	—	$	483,000
Growth Fund		—		—		—
Income Fund		9,277,000		—		9,277,000
Core Income Fund		—		—		—
Value Fund		—		—		—
Master Allocation Fund		—		—		—

The tax-basis components of distributable earnings at January 31, 2013 were as follows:


	Undistributed Ordinary Income		Undistributed Long-term Capital Gains		Unrealized Appreciation (Depreciation)		Capital Loss Carryforwards			Post-October Loss			Total
Capital Income Fund	$	268,281	$	—	$	4,255,903	$	(414,333	)	$	—		$	4,109,851
Growth Fund		—		—		10,985,666		(4,874,717	)		—			6,110,949
Income Fund		709,708		—		30,634,136		(1,283,784	)		(1,251,461	)		28,808,599
Core Income Fund		79,260		—		861,633		(2,985,977	)		—			(2,045,084	)
Value Fund		—		—		3,929,780		(5,028,726	)		—			(1,098,946	)
Master Allocation Fund		—		—		10,728,490		(134,682	)		—			10,593,808

The difference between the book and tax basis of distributable earnings is primarily due to wash losses.

API TRUST

NOTES TO FINANCIAL STATEMENTS, Continued

Federal Income Tax Information, continued

Temporary differences are not adjusted for financial reporting purposes; however, permanent differences are reclassified in the capital and undistributed accounts. For the year ended January 31, 2013, the Funds recorded the following permanent reclassifications, which relate primarily to the current net operating losses. The results of operations and net assets were not affected by the increases/(decreases) to these accounts.


	Capital Income Fund		Growth Fund			Income Fund		Core Income Fund		Value Fund			Master Allocation Fund
Undistributed net investment income	$	—	$	228,272		$	—	$	—	$	45,086		$	262,182
Accumulated net realized gain		—		—			—		—		—			—
Paid-in-capital		—		(228,272	)		—		—		(45,086	)		(262,182	)

Transactions with Affiliates

The Master Allocation Fund invests in other mutual funds which are managed by the Advisor. Transactions with affiliates during the year ended January 31, 2013 were as follows:


Affiliated Fund Name	Balance of Shares Held 1/31/2012		Purchases/ Additions		Sales/ Reductions			Balance of Shares Held 1/31/2013		Value 1/31/2013		Dividend Income		Realized Gain (Loss) on Security Transactions
API Capital Income Fund		288,394		13,742		(40,470	)		261,666	$	10,767,539	$	229,648	$	4,422
API Growth Fund		1,097,576		70,550		(191,161	)		976,965		11,235,102		—		(33,734	)
API Value Fund		859,786		72,634		(159,730	)		772,690		10,856,301		—		(124,233	)

Total		2,245,756		156,926		(391,361	)		2,011,321	$	32,858,942	$	229,648	$	(153,545	)

10.

Recent Accounting Pronouncements

In December 2011, the FASB issued ASU No. 2011-11 related to disclosures about offsetting assets and liabilities. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. Management is currently evaluating the impact ASU No. 2011-04 will have on the Funds’ financial statement disclosures.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Trustees and Shareholders

American Pension Investors Trust

Lynchburg, Virginia

We have audited the accompanying statements of assets and liabilities, including the schedules of investments of the American Pension Investors Trust, (comprised of the API Efficient Frontier Capital Income Fund, API Efficient Frontier Growth Fund, API Efficient Frontier Income Fund, API Efficient Frontier Core Income Fund (formerly known as API Efficient Frontier Multiple Index Fund), API Efficient Frontier Value Fund, and API Master Allocation Fund, collectively referred to as the “Funds”), as of January 31, 2013, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and for all Funds except API Master Allocation Fund, the financial highlights for each of the three years in the period then ended, the period June 1, 2009 to January 31, 2010 and each of the two years in the period ended May 31, 2009, and with respect to API Master Allocation Fund the financial highlights for each of the three years in the period then ended and the period March 19, 2009 (commencement of operations) to January 31, 2010. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of January 31, 2013, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the American Pension Investors Trust as of January 31, 2013, the results of their operations, the changes in their net assets and the financial highlights for the periods indicated above in conformity with accounting principles generally accepted in the United States of America.

TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania

March 22, 2013

The graphs that follow assume an initial investment of $10,000 made on January 31, 2003 (or, if a shorter period, commencement of a Fund’s operations) and held through January 31, 2013. THE FUNDS’ RETURNS REPRESENT PAST PERFORMANCE AND DO NOT GUARANTEE FUTURE RESULTS. The MSCI World Free GTR Index and the Standard & Poor’s 500 are both a widely recognized unmanaged index of equity prices and each is representative of a broader market and range of securities than is found in the Funds’ portfolios. The Dow Jones Conservative Relative Risk Index is made up of underlying indexes designed to measure portfolios at conservative risk levels. Individuals cannot invest directly in the Indexes; however, an individual can invest in exchange-traded funds or other investment vehicles that attempt to track the performance of a benchmark index. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment returns and principal values will fluctuate so that your shares, when redeemed, may be worth more or less than their original purchase price.

Current performance may be lower or higher than the performance data quoted. For more information on the Funds, and to obtain performance data current to the most recent month end, or to obtain a prospectus, please call 1-800-544-6060. You should carefully consider the investment objectives, potential risks, management fees, and charges and expenses of each Fund before investing. A Fund’s prospectus contains this and other information about the Fund, and should be read carefully before investing.

The Fund s are distributed by Unified Financial Services, Inc., member FINRA.

LOGO

Expense Examples

API Trust Efficient Frontier Funds

As a shareholder in an API Trust Efficient Frontier Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption fees, and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. These examples are 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. Each example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period August 1, 2012 to January 31, 2013.

Actual Expenses

The first line for each class in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each class in the table below provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in a Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.


	Beginning Account Value		Ending Account Value 1/31/2013		Expenses Paid * During the Period		Annualized Expense Ratio
Capital Income Fund
Class A								1.88	%
Actual	$	1,000.00	$	1,095.50	$	9.93
Hypothetical (5% return before expenses)		1,000.00		1,015.73		9.55
Class L								2.38	%
Actual		1,000.00		1,092.70		12.55
Hypothetical (5% return before expenses)		1,000.00		1,013.21		12.08
Institutional Class								1.38	%
Actual		1,000.00		1,098.36		7.30
Hypothetical (5% return before expenses)		1,000.00		1,018.25		7.02

Growth Fund
Class A								1.51	%
Actual		1,000.00		1,175.90		8.28
Hypothetical (5% return before expenses)		1,000.00		1,017.59		7.68
Class L								2.51	%
Actual		1,000.00		1,169.50		13.73
Hypothetical (5% return before expenses)		1,000.00		1,011.19		12.72

Income Fund
Class A								1.24	%
Actual		1,000.00		1,087.80		6.53
Hypothetical (5% return before expenses)		1,000.00		1,018.95		6.31
Class L								1.68	%
Actual		1,000.00		1,086.10		8.83
Hypothetical (5% return before expenses)		1,000.00		1,016.74		8.54
Institutional Class								0.68	%
Actual		1,000.00		1,090.50		3.58
Hypothetical (5% return before expenses)		1,000.00		1,021.78		3.47

Core Income Fund
Class A								1.47	%
Actual		1,000.00		1,025.30		7.50
Hypothetical (5% return before expenses)		1,000.00		1,017.80		7.48
Class L								2.47	%
Actual		1,000.00		1,020.20		12.58
Hypothetical (5% return before expenses)		1,000.00		1,012.75		12.53

Value Fund
Class A								1.64	%
Actual		1,000.00		1,148.80		8.88
Hypothetical (5% return before expenses)		1,000.00		1,016.94		8.34
Class L								2.54	%
Actual		1,000.00		1,143.00		13.72
Hypothetical (5% return before expenses)		1,000.00		1,012.40		12.88

Master Allocation Fund
Class A								1.22	%
Actual		1,000.00		1,133.10		6.56
Hypothetical (5% return before expenses)		1,000.00		1,019.06		6.21
Class L								1.72	%
Actual		1,000.00		1,130.00		9.23
Hypothetical (5% return before expenses)		1,000.00		1,016.53		8.74

These calculations are based on expenses incurred in the most recent fiscal year. The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days of operation during the most recent fiscal half-year (184) and divided by 365.

Other Information

Proxy Voting Policies and Procedures

Both (i) a description of the policies and procedures that the Trust uses to determine how to vote proxies relating to the Funds’ portfolio securities and (ii) information regarding how the Trust voted proxies relating to the Funds’ portfolio securities during the most recent twelve month period ended June 30th are available without charge, upon request, by calling the Trust at (800) 544-6060, or on the Securities and Exchange Commission’s website at http://www.sec.gov.

Quarterly Portfolio Schedules

The Trust files each Fund’s complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Trust’s Forms N-Q are available on the Commission’s website at http://www.sec.gov. The filed forms may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC. Information regarding the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

TRUSTEES AND OFFICERS

The table below provides information about the Trust’s trustees and officers, including biographical information about their business experience. The address of each trustee and officer is 2303 Yorktown Avenue, Lynchburg, Virginia 24501.


Name and Age	Position(s) Held with Trust	Term of Office and Length of Service (*)	Number of API Trust Portfolios Overseen	Principal Occupation(s) During the Past Five Years and Other Directorships Held

David D. Basten Age 62	President and Trustee	Since 1985	All (consisting of six portfolios)	President, Director and Portfolio Manager, Yorktown Management & Research Company, Inc.; Vice President, The Travel Center of Virginia, Inc.; Partner, The Rivermont Company (real estate); Partner, Downtown Enterprises (real estate); Managing Partner, WAIMED Enterprises, LLC (real estate and travel services). He is the father of David M. Basten.

David M. Basten Age 35	Vice-President, Assistant Secretary and Trustee	Since 2008	All (consisting of six portfolios)	Portfolio Manager, Yorktown Management & Research Company, Inc.. He is the son of David D. Basten.

Mark A. Borel Age 60	Trustee	Since 1985	All (consisting of six portfolios)	President, Borel Construction Company, Inc.; President, Borel Properties (real estate); Partner, JBO, LLC (real estate); Partner, Combo, LLC (real estate); Partner, A & K Bo, LLC (real estate); Partner, JAMBO International (commercial real estate); Partner, Jamborita, LLC (commercial real estate); Partner, Jamborita II, LLC (commercial real estate); Partner, Neighbors Place Restaurant; Vice-President, Winnbo Electric (electrical contractor); Partner, Tabo, LLC (real estate); Partner, HAB, LLC (real estate); Partner, PPI, LLC (real estate); Partner, City Place Commercial (commercial real estate); Partner, City Place Apartments (real estate); Partner, KBO,LLC (real estate); Partner, Lake Group, LLC (real estate); Partner, Braxton Park, LLC (real estate); Partner, Bojam LLC (real estate)

Stephen B. Cox Age 64	Trustee	Since 1995	All (consisting of six portfolios)	Retired


Name and Age	Position(s) Held with Trust	Term of Office and Length of Service (*)	Number of API Trust Portfolios Overseen	Principal Occupation(s) During the Past Five Years and Other Directorships Held

G. Edgar Dawson III Age 56	Trustee	Since 1995	All (consisting of six portfolios)	Shareholder, President and Director, Petty, Livingston, Dawson, & Richards, P.C. (law firm); Director, E.C. Glass Foundation (non-profit); Director, Presbyterian Homes and Family Services, Inc. (non-profit).

Wayne C. Johnson Age 60	Trustee	Since 1988	All (consisting of six portfolios)	Vice President of Operations and Human Resources, C.B. Fleet Company, Inc. (pharmaceuticals).

(*)

Trustees of the Trust serve a term of indefinite length until their resignation or removal and stand for re-election by shareholders only as and when required by the 1940 Act. Officers of the Trust serve one-year terms, subject to annual reappointment by the Board of Trustees.

Mr. David D. Basten and Mr. David M. Basten are considered to be “interested persons” (as defined in the 1940 Act) of the Trust by virtue of their positions with the Trust’s investment adviser or its affiliated entities.

ADDITIONAL INFORMATION ABOUT THE TRUST’S TRUSTEES AND OFFICERS

IS CONTAINED IN THE STATEMENT OF ADDITIONAL INFORMATION,

AVAILABLE WITHOUT CHARGE UPON REQUEST

BY CALLING 1-800-544-6060.

SHAREHOLDER SERVICES

API Funds

P.O. Box 6110

Indianapolis, IN 46206-6110

(888) 933-8274

For Overnight Deliveries:

API Funds

2960 N. Meridian Street

Suite 300

Indianapolis, IN 46208

EXECUTIVE OFFICES

American Pension Investors Trust

2303 Yorktown Avenue

Lynchburg, Virginia 24501

(800) 544-6060

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Tait, Weller & Baker LLP

1818 Market Street, Suite 2400

Philadelphia, Pennsylvania 19103

This report is submitted for the general

information of the shareholders of the Trust.

The report is not authorized for distribution to

prospective investors in the Trust unless preceded

or accompanied by an effective Prospectus.

www.apifunds.com

Item 2. Code of Ethics.

As of the end of the period covered by this report, the Registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party. During the period covered by the report, no amendments were made to the provisions of this code of ethics. During the period covered by the report, Registrant did not grant any waivers, including implicit waivers, from a provision of this code of ethics to Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party. The Registrant hereby undertakes to provide to any person without charge, upon request, a copy of such code of ethics. To request a copy of the code of ethics, contact the registrant at 1-800-544-6060.

Item 3. Audit Committee Financial Expert.

The Registrant’s Board of Trustees has determined that the Registrant does not have a member who qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR, serving on its audit committee. However, although the Board has not determined that any of its members is an “audit committee financial expert” as such term is defined in Item 3 of Form N-CSR, the audit committee members collectively have sufficient financial expertise in business and finance, including the evaluation of the Registrant’s financial statements, supervision of the Registrant’s preparation of its financial statements, and oversight of the work of the Registrant’s independent auditors. Each of the members of the Registrant’s audit committee is “independent” under the standards set forth in Item 3 of Form N-CSR. The Board determined that given the collective financial expertise of the audit committee members, it was not necessary to appoint an audit committee financial expert to the audit committee.

Item 4. Principal Accountant Fees and Services.

(a)

Audit Fees : The aggregate fees billed for the fiscal years ended January 31, 2013 and January 31, 2012 for professional services rendered by the principal accountant for the audit of the Registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $96,000 and $93,400, respectively.

(b)

Audit-Related Fees : The aggregate fees billed for the fiscal years ended January 31, 2013 and January 31, 2012 for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported above in Item 4(a) were $0 and $0, respectively.

(c)	Tax Fees : The aggregate fees billed for the fiscal years ended January 31, 2013 and January 31, 2012 for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were $20,500 and $20,000, respectively.

(d)	All Other Fees : The aggregate fees billed for the fiscal years ended January 31, 2013 and January 31, 2012 for products and services provided by the principal accountant, other than the services reported above in Items 4(a) through (c) were $0 and $0, respectively.

(e)(1)

Pre-Approval Policies and Procedures . The Registrant’s Audit Committee Charter provides that the Audit Committee shall determine whether to approve, prior to appointment, the engagement of the auditor to provide other audit services to the Registrant or to provide non-audit services to the Registrant, its investment adviser or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant, if the engagement relates directly to the operations and financial reporting of the Registrant.

(e)(2)

Percentage of Services Approved by Audit Committee : There were no services described in each of paragraphs (b) through (d) of this Item (including services required to be approved by Registrant’s audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X) that were approved by Registrant’s audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f)	Not applicable.

(g)

Aggregate Non-Audit Services: The aggregate non-audit fees billed during the fiscal years ended January 31, 2013 and January 31, 2012 by the Registrant’s accountant for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant were $20,500 and $20,000, respectively.

(h)	Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable to the Registrant.

Item 6. Schedule of Investments.

Not applicable. This schedule is included as part of the Report to Shareholders filed under Item 1 of this Form N-CSR.

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

Not applicable to the Registrant.

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

Not applicable to the Registrant.

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

Not applicable to the Registrant.

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

There were 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)

Based on their evaluation of Registrant’s disclosure controls and procedures, as of a date within 90 days of the filing date, Registrant’s President and Chief Financial Officer have concluded that Registrant’s disclosure controls and procedures are: (i) reasonably designed to ensure that information required to be disclosed in this report is appropriately communicated to Registrant’s officers to allow timely decisions regarding disclosures required in this report; (ii) reasonably designed to ensure that information required to be disclosed in this report is recorded, processed, summarized and reported in a timely manner; and (iii) are effective in achieving the goals described in (i) and (ii) above and have been reasonably designed and are functioning as intended to ensure that all relevant and required information is recorded, processed, summarized and reported in this report on Form N-CSR.

(b)

There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1)

Not applicable to the Registrant.

(a)(2)

The certification required by Rule 30a-2(a) of the Investment Company Act of 1940, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002 is filed and attached hereto as Exhibit 99.CERT.

(a)(3)

Not applicable to the Registrant.

(b)

The certifications required by Rule 30a-2(b) of the Investment Company Act of 1940, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 is filed and attached hereto as Exhibit 99.906CERT. The certifications provided pursuant to Section 906 of the Sarbanes-Oxley Act are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), or otherwise subject to the liability of that section. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.

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.


	AMERICAN PENSION INVESTORS TRUST

Date: April 5, 2013

		/s/ David D. Basten
		David D. Basten
		President

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.



Date: April 5, 2013

						/s/ David D. Basten
						David D. Basten
						President

Date: April 5, 2013

						/s/ Charles D. Foster
						Charles D. Foster Chief Financial Officer

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