N-CSR 1 d479939dncsr.htm VALUED ADVISERS TRUST Valued Advisers Trust

 

 

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 811-22208

 

 

Valued Advisers Trust

(Exact name of registrant as specified in charter)

 

 

 

Ultimus Asset Services, LLC 225 Pictoria Drive, Suite 450   Cincinnati, OH 45246
(Address of principal executive offices)   (Zip code)

 

 

Capitol Services, Inc.

615 S. Dupont Hwy.

Dover, DE 19901

(Name and address of agent for service)

 

 

With a copy to:

John H. Lively, Esq.

The Law Offices of John H. Lively & Associates, Inc.

A member firm of The 1940 Act Law GroupTM

11300 Tomahawk Creek Parkway,

Suite 310

Leawood, KS 66221

 

 

Registrant’s telephone number, including area code: 513-587-3400

Date of fiscal year end: 10/31    

Date of reporting period: 10/31/16

 

 

 


Item 1. Reports to Stockholders.


 

LOGO

Annual Report

October 31, 2016

Fund Adviser:

Granite Investment Advisors, Inc.

6 Eagle Square, 3rd Floor

Concord, New Hampshire 03301

Toll Free (888) 442-9893


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE – (Unaudited)

Our fiscal year ended October 31, 2016 has been a satisfactory one in terms of performance. So far it has been a tale of two years. During the last months of 2015, we saw continued weakness, but the fund dramatically improved in 2016. While it is still early in the recovery, it seems that the value investment discipline is making a comeback. Since 2010, value has struggled and trailed its growth counterpart for much of that time period. As of the end of October, the Granite Value Fund was up 1.30% versus the S&P 500, which was up 4.51%.

As we discussed in last year’s letter, much of the market’s positive performance in 2015 could be attributed to only a few stocks, whereas the rest of the market was flat to negative. Beginning in 2016, this began to change. Some of yesterday’s darlings are now lagging, while many of the companies that were left behind have begun a broad based rally. Why? The first reason is valuation. We believe that markets always reflect valuation over the long-term. From time to time, stock valuations may be influenced by popular sentiment, which can lead to distortions. While the market can get caught up in short-term euphoria, in the long-term stocks will almost always represent their intrinsic value. Looking back again at 2015, only 20 stocks in the S&P 500 exhibited gains and became rather expensive, whereas the remaining 480 companies were negative on average. I’m happy to report that so far in 2016, the market has started to focus again on traditional valuation metrics, which has benefited many of the attractively valued companies in the Granite Value Fund.

Below please find part of our quarterly letter that we sent to clients at the end of September. In this letter we discussed equity valuations, ongoing global issues, economic “well-being” indicators, and the potential implications of the presidential election on the stock market. While this was written before the election, much of the information is still pertinent to our views on the markets moving forward.

Climbing the Wall of Worry

There is an old saying in the investment industry that “Markets Climb a Wall of Worry”, meaning in some cases markets continue to rise even though headline news seems to be filled with uncertainty. Most would agree that this has been the case since we emerged from the Financial Crisis. We’ve been having many discussions amongst ourselves and other investors that this seems to be the most “unhappy” bull market that any of us can remember. Instead of focusing upon the positives investors and the media seem to be waiting for the next shoe to drop. Our assessment is more positive than consensus and our belief is much of the pessimism has to do with recency bias given the 2008 Financial Crisis.

To quote the late Sir John Templeton who was credited with bringing global investing to the main stream, “Bull markets are born on pessimism; grow on skepticism, mature on optimism and die of euphoria”. His last point on dying on euphoria rings especially true to us. In the past whether it was 2008 or the end of the Tech Bubble in 1999 usually mass euphoria or people believing its different this time usually precedes any type of severe market reaction. As we have written about in the past prior to the Tech Bubble bursting in 1999, there was wide spread euphoria that traditional businesses such as retailers, manufacturing and even value investing as a discipline were outdated and destined to fail as new technology leaders would displace them. Similarly, just before the Financial Crisis, US residential real estate was considered an infallible asset class. Investors and others were clearly euphoric during both of these periods. With this as a backdrop where are we now?

In our opinion stock markets are still growing on “skepticism”. Why? It’s pretty clear that we are nowhere near a euphoric stage and let alone not even close to optimism. The worries are the usual suspects, Chinese implosion, Europe slipping back into recession, and weakness in the United States economy. Add to this list uncertainty about the US future policies given leadership changes that will occur in 2017, the Zika virus and Brexit.

In looking at valuation of the US equity markets it’s pretty hard to see any euphoria. The overall market as judged by the S&P 500 is roughly in range of historical norms trading as 16.5 times next year’s earnings. While not cheap it’s not expensive either. One can argue that with earnings projected to increase 13% in 2017 this number maybe too optimistic. However, given the Energy sector which is a reasonably large component is emerging from one of its worst cyclical downturns gives us some confidence that 2017’s expected earnings growth is reasonable. Another important driver is something we wrote about last year, namely for the first time

 

1


since the depths of the financial crisis wages for middle and lower income people in the United States is finally growing after years of stagnation. See exhibit 1 below. Historically these two cohorts spend much of what they earn so this should provide a tail wind to US economic growth. With a reasonably valued market along with a tailwind for the US economy we remain constructive on equities.

 

LOGO

Running the risk of touching the political “third rail” we find the current election process one of the strangest in recent memory. As it seems to be affecting investor sentiment we’d like to share our thoughts. The whole thing seems to have decayed from who are the best and brightest to run our great country into my candidate is not as bad as yours, therefore you should vote for them. In the past, voters seemed to have some real excitement and enthusiasm for their candidate of choice, not so it seems in this cycle. Regardless of whether you are a Democrat or Republican, rarely have we heard any side articulating how their candidate is the best possible choice to be the commander and chief of the United States. Instead most of the arguments center around if the opposition gets elected it will be a major negative for our country. It begs the question if our current election process is truly pushing qualified candidates away for whatever reason? Is the current dual party process broken to the point that qualified candidates simply have no interest in participating? What does seem clear to most is that neither party had been able to put forward a candidate that their party can overwhelmingly embrace. Instead of focusing on issues that truly impact our country and economy the process and/or debates seem to focus on political mud-slinging and character assassinations. As a reference point entitlement spending has grown at a roughly nine percent rate per year since the 1960’s.

Our view on the entire process regarding the implications for investors is twofold. Markets over time have been a somewhat efficient mechanism of discounting people’s views and expectations. As such, given current polls seem to be quite close and going back and forth depending upon the day and/or comments made, one should expect the markets are discounting roughly the same odds of either getting elected. Regardless of the outcome while there may be some short term volatility it’s hard to argue that markets would be totally surprised by either outcome. In addition, given the checks and balances in Washington it’s not as if either candidate can have a major effect on the direction of the country in the short term.

 

2


We continue to be constructive on equites going forward as valuations seem reasonable, but not cheap, the global economy seems to be on the upswing and interest rates remain favorable. Additionally, with the risk of touching the proverbial third rail (politics) our belief is so far the market has concluded that the new administration in Washington will be more pro-business than the one its replacing which in turn should increase the overall growth rate of the economy. All of this should be a positive for equites as any pick-up in economic activity should act as a tail wind.

Best Performers

Our best performer in this past fiscal year was Mattel, which was up over 35% (including dividends). Over the years, Mattel and Hasbro have gone back and forth dominating the toy industry. They both have strong brands with widespread appeal. Mattel had recently stumbled with its Barbie franchise and was under pressure. However, management announced plans to restructure the company. Their strategies seemed logical and likely to get the company back on track. Additionally, management pledged to preserve the dividend, which was yielding over 7% at the time. Overall, we liked the company, its business restructuring plans, and the dividend yield. We felt the risk reward tradeoff was quite favorable and chose to invest.

Johnson and Johnson (JNJ) was our second best contributor in this past fiscal year. Similar to Mattel, we view JNJ as a very valuable company with great brands. They have had some issues with their pediatric over-the-counter products, which cast a negative cloud over the company. Additionally, their pharmaceutical division’s growth rate being questioned by analysts on Wall Street. Both of these factors provided an investment opportunity. When we invested in JNJ it had a dividend yield above 3%.

A third great performer in the Granite Value Fund has been Wal-Mart, which underperformed in the previous year. Bearish investors were concerned that the company had lost its way and could not compete with the likes of Amazon. We believe that Walmart has been and continues to be one of the best managed retailers in the world. It is true that ecommerce and Amazon have been a headwind. However, given Wal-Mart’s significant investments in ecommerce and infrastructure, as well as the company’s vast distribution capabilities, we believe that they can compete with Amazon.

Worst Performers

Our worst performing stocks in the past fiscal year were McKesson and Gilead Sciences. Both companies have been short-term victims of the presidential election. Drug price inflation and fears of future price controls by the Clinton administration put heavy pressure on both McKesson and Gilead Sciences. Both parties mentioned the need to do something about drug price inflation that has been occurring. McKesson as the largest drug distributor would clearly be negatively impacted if any type of governmental price controls were instituted. However we believe the possibility of price controls are minimal in the United States. We remain positive on the group due to demographics. It has been shown that there exists a direct correlation between age and drug usage. Given Baby Boomers are just entering retirement age we expect this to be a tailwind for drug consumption. Gilead Sciences was singled out by Hilary Clinton in August for the six-figure pricing of their Hepatitis C drug. While this might seem quite egregious, the campaign did not mention that this is a list price. Very few patients pay this high cost because their insurance carriers are able to negotiate more favorable discounts. Despite high pricing, Gilead Science’s Hepatitis C drug is the only known cure for the disease. While expensive in the short-term, the drug actually saves patients and insurance companies a lot of money in the long-term. Rather than keep patients with Hepatitis C on intermittent doses of interferon – a drug used to combat the disease – patients are now able to be cured completely.

 

3


As always, we thank you for the trust you place in the Granite Value Fund and will do our best to earn it every day. If you have any questions or comments, please do not hesitate to call.

Sincerely,

 

LOGO

Scott B. Schermerhorn

Managing Principal and Chief Investment Officer

 

4


INVESTMENT RESULTS – (Unaudited)

 

Average Annual Total Returns*

(For the periods ended October 31, 2016)

 
       One Year      Since Inception
(December 22, 2011)
 

Granite Value Fund

       1.30      7.39

S&P 500® Index**

       4.51      13.87

Russell 1000® Value Index**

       6.37      13.41

 

Total annual operating expenses, as disclosed in the Fund’s prospectus dated February 29, 2016, were 2.53% of average daily net assets (1.36% after fee waivers/expense reimbursements by Granite Investment Advisors, Inc. (the “Adviser”)). The Adviser has contractually agreed to waive or limit its fees and to assume other expenses of the Fund until February 28, 2017, so that the Total Annual Fund Operating Expenses does not exceed 1.35%. This operating expense limitation does not apply to brokerage fees and commissions, borrowing costs (such as interest and dividend expenses on securities sold short), taxes, 12b-1 fees; extraordinary expenses and indirect expenses (such as “acquired fund fees and expenses”). Additional information pertaining to the Fund’s expense ratios as of October 31, 2016 can be found in the financial highlights.

The performance quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Current performance of the Fund may be lower or higher than the performance quoted. The Fund’s investment objectives, risks, charges and expenses must be considered carefully before investing. Performance data current to the most recent month end may be obtained by calling 1-888-442-9893.

 

  * Return figures reflect any change in price per share and assume the reinvestment of all distributions. The Fund’s returns reflect any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would have been lower.

 

**

The S&P 500® Index and the Russell 1000® Value Index are widely recognized unmanaged indices of equity securities and are representative of a broader domestic equity market and range of securities than is found in the Fund’s portfolio. Individuals cannot invest directly in an Index; however, an individual can invest in exchange traded funds or other investment vehicles that attempt to track the performance of a benchmark index.

The Fund’s investment objective, strategies, risks, charges and expenses must be considered carefully before investing. The prospectus contains this and other important information about the Fund and may be obtained by calling the same number as above. Please read it carefully before investing.

The Fund is distributed by Unified Financial Securities, LLC, member FINRA/SIPC.

 

5


INVESTMENT RESULTS – (Unaudited)

Comparison of the Growth of a $10,000 Investment in the Granite Value Fund, the S&P 500® Index, and the Russell 1000® Value Index (Unaudited)

 

LOGO

The chart above assumes an initial investment of $10,000 made on December 22, 2011 (commencement of Fund operations) and held through October 31, 2016. The S&P 500® Index and Russell 1000® Value Index are widely recognized unmanaged indices of equity securities and are representative of a broader domestic equity market and range of securities than is found in the Fund’s portfolio. Individuals cannot invest directly in an Index; however, an individual can invest in exchange traded funds or other investment vehicles that attempt to track the performance of a benchmark index. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE FUTURE RESULTS. 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 Fund, and to obtain performance data current to the most recent month end or to request a prospectus, please call 1-888-442-9893. 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.

The Fund is distributed by Unified Financial Securities, LLC, member FINRA/SIPC.

 

6


FUND HOLDINGS – (Unaudited)

 

LOGO

 

1 

As a percentage of net assets.

The investment objective of the Granite Value Fund is to seek long-term capital appreciation.

Availability of Portfolio Schedule – (Unaudited)

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available at the SEC’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

7


GRANITE VALUE FUND

SCHEDULE OF INVESTMENTS

October 31, 2016

 

Common Stocks – 98.19%    Shares      Fair Value  

Consumer Discretionary – 14.23%

     

Carnival Corp.

     4,145       $ 203,519   

Comcast Corp., Class A

     3,675         227,188   

General Motors Co.

     11,315         357,554   

Mattel, Inc.

     6,615         208,571   

TJX Cos., Inc./The

     3,260         240,425   

Whirlpool Corp.

     930         139,333   
     

 

 

 
        1,376,590   
     

 

 

 

Consumer Staples – 10.58%

     

Coca-Cola Co./The

     7,000         296,800   

Danone SA ADR

     14,435         200,791   

Unilever PLC ADR

     6,840         285,023   

Wal-Mart Stores, Inc.

     3,440         240,869   
     

 

 

 
        1,023,483   
     

 

 

 

Energy – 12.37%

     

Cimarex Energy Co.

     1,550         200,151   

Royal Dutch Shell PLC ADR

     6,740         352,569   

Schlumberger Ltd.

     2,755         215,524   

Southwestern Energy Co. *

     20,735         215,437   

Tenaris SA ADR

     7,545         212,769   
     

 

 

 
        1,196,450   
     

 

 

 

Financials – 17.36%

     

Alleghany Corp. *

     605         312,307   

American International Group, Inc.

     6,125         377,912   

Berkshire Hathaway, Inc., Class B *

     3,320         479,076   

Citigroup, Inc.

     6,855         336,923   

MetLife, Inc.

     3,680         172,813   
     

 

 

 
        1,679,031   
     

 

 

 

Health Care – 13.15%

     

C.R. Bard, Inc.

     860         186,345   

Gilead Sciences, Inc.

     3,210         236,352   

Johnson & Johnson

     1,580         183,264   

McKesson Corp.

     1,810         230,178   

Merck & Co., Inc.

     3,680         216,090   

UnitedHealth Group, Inc.

     1,555         219,768   
     

 

 

 
        1,271,997   
     

 

 

 

 

See accompanying notes which are an integral part of these financial statements.

 

8


GRANITE VALUE FUND

SCHEDULE OF INVESTMENTS – (continued)

October 31, 2016

 

Common Stocks – 98.19% – continued    Shares      Fair Value  

Industrials – 11.86%

     

Boeing Co./The

     1,485       $ 211,509   

Caterpillar, Inc.

     2,755         229,932   

General Electric Co.

     7,240         210,684   

Honeywell International, Inc.

     2,095         229,780   

United Technologies Corp.

     2,600         265,720   
     

 

 

 
        1,147,625   
     

 

 

 

Information Technology – 12.53%

     

Apple, Inc.

     2,575         292,365   

Corning, Inc.

     9,770         221,877   

Microsoft Corp.

     4,185         250,765   

Oracle Corp.

     6,380         245,120   

Western Union Co./The

     10,040         201,503   
     

 

 

 
        1,211,630   
     

 

 

 

Materials – 1.91%

     

AdvanSix, Inc. *

     83         1,325   

Agrium, Inc.

     2,000         183,640   
     

 

 

 
        184,965   
     

 

 

 

Telecommunication Services – 1.90%

     

AT&T, Inc.

     4,985         183,398   
     

 

 

 

Utilities – 2.30%

     

Calpine Corp. *

     18,675         222,232   
     

 

 

 

Total Common Stocks (Cost $8,644,216)

        9,497,401   
     

 

 

 

Money Market Securities – 2.04%

     

Fidelity Money Market Government Portfolio, Institutional Class, 0.32% (a)

     197,042         197,042   
     

 

 

 

Total Money Market Securities (Cost $197,042)

        197,042   
     

 

 

 

Total Investments – 100.23% (Cost $8,841,258)

        9,694,443   
     

 

 

 

Liabilities in Excess of Other Assets – (0.23)%

        (22,125)   
     

 

 

 

NET ASSETS – 100.00%

      $ 9,672,318   
     

 

 

 

 

  (a) Rate disclosed is the seven day effective yield as of October 31, 2016.

 

  * Non-income producing security.

ADR – American Depositary Receipt

The sectors shown on the schedule of investments are based on Global Industry Classification Standard, or GICS® (“GICS”). The GICS was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS is a service mark of MSCI, Inc. and S&P and has been licensed for use by Ultimus Asset Services, LLC.

 

See accompanying notes which are an integral part of these financial statements.

 

9


GRANITE VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2016

 

Assets

  

Investments in securities at fair value (cost $8,841,258)

   $ 9,694,443   

Receivable for investments sold

     204,672   

Dividends receivable

     7,175   

Receivable from Adviser

     2,738   

Prepaid expenses

     5,577   
  

 

 

 

Total Assets

     9,914,605   
  

 

 

 

Liabilities

  

Payable for investments purchased

     202,304   

Payable to administrator, fund accountant, and transfer agent

     13,759   

Payable to trustees

     31   

Other accrued expenses

     26,193   
  

 

 

 

Total Liabilities

     242,287   
  

 

 

 

Net Assets

   $ 9,672,318   
  

 

 

 

Net Assets consist of:

  

Paid-in capital

   $ 8,491,124   

Accumulated undistributed net investment income

     74,852   

Accumulated undistributed net realized gain from investments

     253,157   

Net unrealized appreciation on investments

     853,185   
  

 

 

 

Net Assets

   $ 9,672,318   
  

 

 

 

Shares outstanding (unlimited number of shares authorized, no par value)

     744,095   
  

 

 

 

Net asset value (“NAV”) and offering price per share

   $ 13.00   
  

 

 

 

Redemption price per share (NAV * 98%) (a)

   $ 12.74   
  

 

 

 

 

(a) The Fund charges a 2.00% redemption fee on shares redeemed in 60 days or less of purchase. Shares are redeemed at the NAV if held longer than 60 calendar days.

 

See accompanying notes which are an integral part of these financial statements.

 

10


GRANITE VALUE FUND

STATEMENT OF OPERATIONS

For the year ended October 31, 2016

 

Investment Income

  

Dividend income (net of foreign taxes withheld of $571)

   $ 234,824   
  

 

 

 

Total investment income

     234,824   
  

 

 

 

Expenses

  

Investment Adviser

     98,873   

Administration

     37,500   

Fund accounting

     25,000   

Transfer agent

     20,056   

Registration

     17,999   

Audit

     16,800   

Legal

     15,176   

Report printing

     10,501   

Trustee

     4,807   

Custodian

     3,894   

Miscellaneous

     33,808   
  

 

 

 

Total expenses

     284,414   
  

 

 

 

Fees waived and expenses reimbursed by Adviser

     (150,666
  

 

 

 

Net operating expenses

     133,748   
  

 

 

 

Net investment income

     101,076   
  

 

 

 

Net Realized and Unrealized Gain (Loss) on Investments

  

Net realized gain on investment securities transactions

     384,642   

Net change in unrealized appreciation/depreciation of investment securities

     (398,113
  

 

 

 

Net realized and unrealized loss on investments

     (13,471
  

 

 

 

Net increase in net assets resulting from operations

   $ 87,605   
  

 

 

 

 

 

See accompanying notes which are an integral part of these financial statements.

 

11


GRANITE VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS

 

     For the
Year  Ended

October 31, 2016
    For the
Year Ended
October 31, 2015
 

Increase (Decrease) in Net Assets due to:

    

Operations

    

Net investment income

   $ 101,076      $ 50,264   

Net realized gain (loss) on investment securities transactions

     384,642        (130,519

Net change in unrealized appreciation/depreciation of investment securities

     (398,113     (573,813
  

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from operations

     87,605        (654,068
  

 

 

   

 

 

 

Distributions

    

From net investment income

     (53,723     (31,319

From net realized gains

            (484,050
  

 

 

   

 

 

 

Total distributions

     (53,723     (515,369
  

 

 

   

 

 

 

Capital Transactions

    

Proceeds from shares sold

     591,824        1,720,031   

Reinvestment of distributions

     44,897        446,979   

Amount paid for shares redeemed

     (1,719,950     (3,488,076
  

 

 

   

 

 

 

Net decrease in net assets resulting from capital transactions

     (1,083,229     (1,321,066
  

 

 

   

 

 

 

Total Decrease in Net Assets

     (1,049,347     (2,490,503
  

 

 

   

 

 

 

Net Assets

    

Beginning of year

     10,721,665        13,212,168   
  

 

 

   

 

 

 

End of year

   $ 9,672,318      $ 10,721,665   
  

 

 

   

 

 

 

Accumulated undistributed net investment income

   $ 74,852      $ 31,636   
  

 

 

   

 

 

 

Share Transactions

    

Shares sold

     45,877        125,135   

Shares issued in reinvestment of distributions

     3,558        33,607   

Shares redeemed

     (136,304     (257,087
  

 

 

   

 

 

 

Net decrease in shares outstanding

     (86,869     (98,345
  

 

 

   

 

 

 

 

See accompanying notes which are an integral part of these financial statements.

 

12


GRANITE VALUE FUND

FINANCIAL HIGHLIGHTS

(For a share outstanding during each period)

 

     For the
Year Ended
October 31,
2016
    For the
Year Ended
October 31,
2015
    For the
Year Ended
October 31,
2014
    For the
Year Ended
October 31,
2013
    For the
Period Ended
October 31,
2012 (a)
 

Selected Per Share Data:

          

Net asset value, beginning of year

   $ 12.90      $ 14.22      $ 13.84      $ 11.24      $ 10.00   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investment operations:

          

Net investment income

     0.14        0.05        0.02        0.02        0.05 (b) 

Net realized and unrealized gain (loss) on investments

     0.03 (c)      (0.80     0.74        2.68        1.19   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     0.17        (0.75     0.76        2.70        1.24   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions to shareholders from:

          

Net investment income

     (0.07     (0.03     (0.02     (0.10       

Net realized gains

            (0.54     (0.36              
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (0.07     (0.57     (0.38     (0.10       
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Paid in capital from redemption fees

                   (d)             (d) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year

   $ 13.00      $ 12.90      $ 14.22      $ 13.84      $ 11.24   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (e)

     1.30     -5.37     5.65     24.21     12.40 %(f) 

Ratios and Supplemental Data:

          

Net assets, end of year (000)

   $ 9,672      $ 10,722      $ 13,212      $ 10,577      $ 4,750   

Ratio of net expenses to average net assets

     1.35     1.36 %(h)      1.35     1.35     1.35 %(g) 

Ratio of expenses to average net assets before waiver and reimbursement

     2.87     2.53     2.39     3.32     8.11 %(g) 

Ratio of net investment income to average net assets

     1.02     0.40     0.17     0.27     0.55 %(g) 

Portfolio turnover rate

     31     32     30     33     20 %(f) 

 

(a) For the period December 22, 2011 (commencement of operations) to October 31, 2012.
(b) Calculated using the average shares method.
(c) The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses in the portfolio of securities during the period because of the timing of sales and purchases of fund shares in relation to fluctuating market values during the period.
(d) Resulted in less than $0.005 per share.
(e) Total return in the above table represents the rate that an investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions.
(f) Not annualized.
(g) Annualized.
(h) Includes 0.01% overdraft fees.

 

See accompanying notes which are an integral part of these financial statements.

 

13


 

GRANITE VALUE FUND

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2016

 

NOTE 1. ORGANIZATION

 

The Granite Value Fund (the “Fund”) is an open-end diversified series of the Valued Advisers Trust (the “Trust”). The Trust is a management investment company established under the laws of Delaware by an Agreement and Declaration of Trust dated June 13, 2008 (the “Trust Agreement”). The Trust Agreement permits the Board of Trustees (the “Board”) to issue an unlimited number of shares of beneficial interest of separate series without par value. The Fund is one of a series of funds authorized by the Board. The Fund commenced operations December 22, 2011. The Fund’s investment adviser is Granite Investment Advisors, Inc. (the “Adviser”). The investment objective of the Fund is to seek long-term capital appreciation.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

The Fund is an investment company and follows accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 946, “Financial Services-Investment Companies”. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles in the United States of America (“GAAP”).

Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

Securities Valuation – All investments in securities are recorded at their estimated fair value as described in Note 3.

Federal Income Taxes – The Fund makes no provision for federal income or excise tax. The Fund has qualified and intends to qualify each year as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended, by complying with the requirements applicable to RICs and by distributing substantially all of its taxable income. The Fund also intends to distribute sufficient net investment income and net capital gains, if any, so that it will not be subject to excise tax on undistributed income and gains. If the required amount of net investment income or gains is not distributed, the Fund could incur a tax expense.

As of and during the year ended October 31, 2016, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statement of operations. The Fund is subject to examination by U.S. federal tax authorities for the last three tax year ends and the interim tax period since then.

Expenses – Expenses incurred by the Trust that do not relate to a specific fund of the Trust are allocated to the individual funds based on each fund’s relative net assets or other appropriate basis (using procedures approved by the Board).

Security Transactions and Related Income – The Fund follows industry practice and records security transactions on the trade date for financial reporting purposes. The specific identification method is used for determining gains or losses for financial statements and income tax purposes. Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. Discounts and premiums on securities purchased are amortized or accreted using the effective interest method. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

 

14


GRANITE VALUE FUND

NOTES TO THE FINANCIAL STATEMENTS – (continued)

October 31, 2016

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES – continued

 

Redemption Fees – The Fund charges a 2.00% redemption fee for shares redeemed within 60 days of purchase. These fees are deducted from the redemption proceeds otherwise payable to the shareholder. The Fund will retain the fee charged as an increase in paid-in capital and such fees become part of the Fund’s daily NAV calculation.

Dividends and Distributions – The Fund intends to distribute substantially all of its net investment income, net realized long-term capital gains and its net realized short-term capital gains, if any, to its shareholders on at least an annual basis. Dividends to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset values per share of the Fund. For fiscal year ended October 31, 2016, the Fund made the following reclassifications to increase (decrease) the components of net assets:

 

Accumulated Undistributed
Net Investment Income (loss)

   Accumulated Net Realized
Gain (Loss) from Investments
 

$(4,137)

   $ 4,137   

NOTE 3. SECURITIES VALUATION AND FAIR VALUE MEASUREMENTS

Fair value is defined as the price that the Fund would receive upon selling an investment in a orderly transaction to an independent buyer in the principal or most advantageous market of the investment. GAAP established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes.

Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk (the risk inherent in a particular valuation technique used to measure fair value including items such as a pricing model and/or the risk inherent in the inputs to the valuation technique). Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.

 

   

Level 1 – unadjusted quoted prices in active markets for identical investments and/or registered investment companies where the value per share is determined and published and is the basis for current transactions for identical assets or liabilities at the valuation date

 

   

Level 2 – other significant observable inputs (including, but not limited to, quoted prices for an identical security in an inactive market, quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

 

   

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining fair value of investments based on the best information available)

 

15


GRANITE VALUE FUND

NOTES TO THE FINANCIAL STATEMENTS – (continued)

October 31, 2016

 

NOTE 3. SECURITIES VALUATION AND FAIR VALUE MEASUREMENTS – continued

 

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.

Equity securities, including common stocks, that are traded on any stock exchange are generally valued at the last quoted sale price on the security’s primary exchange. Lacking a last sale price, an exchange traded security is generally valued at its last bid price. Securities that are traded on any stock exchange are generally valued by the pricing agent at the last quoted sale price. Lacking a last sale price, an exchange traded security is generally valued by the pricing agent at its last bid price. Securities traded in the NASDAQ over-the-counter market are generally valued by the pricing agent at the NASDAQ Official Closing Price.

When using the market quotations or close prices provided by the pricing agent and when the market is considered active, the security will be classified as a Level 1 security. Sometimes, an equity security owned by the Fund will be valued by the pricing agent with factors other than market quotations or when the market is considered inactive. When this happens, the security will be classified as a Level 2 security. When market quotations are not readily available, when the Adviser determines that the market quotation or the price provided by the pricing agent does not accurately reflect the current fair value, or when restricted or illiquid securities are being valued, such securities are valued as determined in good faith by the Adviser, in conformity with policies adopted by and subject to review by the Board. These will generally be categorized as Level 3 securities.

Investments in open-end mutual funds, including money market mutual funds, are generally priced at the ending net asset value (NAV) provided by the service agent of the funds. These securities will be categorized as Level 1 securities.

In accordance with the Trust’s valuation policies, the Adviser is required to consider all appropriate factors relevant to the value of securities for which it has determined other pricing sources are not available or reliable as described above. No single standard exists for determining fair value, because fair value depends upon the circumstances of each individual case. As a general principle, the current fair value of an issue of securities being valued by the Adviser would be the amount which the Fund might reasonably expect to receive for them upon their current sale. Methods which are in accordance with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market of a similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods. Fair value pricing is permitted if, in the Adviser’s opinion, the validity of market quotations appears to be questionable based on factors such as evidence of a thin market in the security based on a small number of quotations, a significant event occurs after the close of a market but before a Fund’s NAV calculation that may affect a security’s value, or the Adviser is aware of any other data that calls into question the reliability of market quotations. The following is a summary of the inputs used to value the Fund’s investments as of October 31, 2016:

 

        Valuation Inputs  
Assets      Level 1        Level 2        Level 3        Total  

Common Stocks*

     $   9,497,401         $   –         $   –         $   9,497,401   

Money Market Securities

       197,042             –             –           197,042   

Total

     $ 9,694,443         $   –         $   –         $ 9,694,443   

 

* Refer to the Schedule of Investments for industry classifications.

 

16


GRANITE VALUE FUND

NOTES TO THE FINANCIAL STATEMENTS – (continued)

October 31, 2016

 

NOTE 3. SECURITIES VALUATION AND FAIR VALUE MEASUREMENTS – continued

 

The Fund did not hold any investments during the reporting period in which significant unobservable inputs were used in determining fair value; therefore, no reconciliation of Level 3 securities is included for this reporting period. The Trust recognizes transfers between fair value hierarchy levels at the reporting period end. There were no transfers between any levels as of October 31, 2016 and the previous reporting period end.

NOTE 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

Under the terms of the management agreement, on behalf of the Fund (the “Agreement”), the Adviser manages the Fund’s investments subject to approval of the Board. As compensation for its management services, the Fund is obligated to pay the Adviser a fee computed and accrued daily and paid monthly at an annual rate of 1.00% of the average daily net assets of the Fund. For the year ended October 31, 2016, the Adviser earned a fee of $98,873 from the Fund before the reimbursement described below.

The Adviser has contractually agreed to waive its management fee and/or reimburse expenses through February 28, 2017, so that total annual fund operating expenses, excluding interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, other extraordinary expenses not incurred in the ordinary course of the Fund’s business, dividend expense on short sales, and expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement, if applicable, incurred by the Fund in any fiscal year, do not exceed 1.35% of the Fund’s average daily net assets. The operating expense limitation also excludes any fees and expenses of acquired funds.

For the year ended October 31, 2016, fees and expenses totaling $150,666 were waived or reimbursed by the Adviser. Each fee waiver or expense reimbursement by the Adviser with respect to the Fund is subject to repayment by the Fund within the three fiscal years following the fiscal year in which that particular fee waiver or expense reimbursement occurred, provided that the Fund is able to make the repayment without exceeding the expense limitation in effect at the time of the fee waiver or expense reimbursement and any expense limitation in place at the time of repayment.

The amounts subject to repayment by the Fund pursuant to the aforementioned conditions are as follows:

 

Amount

  Recoverable through
October  31,
 

$ 129,076

    2017   

   148,128

    2018   

   150,666

    2019   

The Trust retains Ultimus Asset Services, LLC (“Ultimus”), formerly Huntington Asset Services, Inc. (“HASI”) to provide the Fund with administration, fund accounting, transfer agent and compliance services, including all regulatory reporting. For the period ended October 31, 2016, Ultimus earned fees of $37,500, $25,000 and $20,056 for administration, fund accounting and transfer agent services, respectively. At October 31, 2016, the Fund owed Ultimus $13,759 for such services.

The officers and one trustee of the Trust are members of management and/or employees of Ultimus. Unified Financial Securities, LLC (the “Distributor”), acts as the principal distributor of the Fund’s shares. Effective at the close of business on December 31, 2015, Ultimus Fund Solutions, LLC, acquired HASI and the Distributor from Huntington Bancshares, Inc. (“HBI”). Prior to January 1, 2106, HASI and the Distributor were under common control by HBI.

 

17


GRANITE VALUE FUND

NOTES TO THE FINANCIAL STATEMENTS – (continued)

October 31, 2016

 

NOTE 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES – continued

 

There were no payments made by the Fund to the Distributor during the year ended October 31, 2016. A trustee and certain officers of the Trust are officers of the Distributor and each such person may be deemed to be an affiliate of the Distributor.

The Fund has adopted a 12b-1 Plan that permits the Fund to pay 0.25% of its average daily net assets to financial institutions that provide distribution and/or shareholder servicing. The 12b-1 Plan has not been activated as of October 31, 2016.

NOTE 5. PURCHASES AND SALES

For the year ended October 31, 2016, purchases and sales of investment securities, other than short-term investments and short-term U.S. government obligations, were as follows:

 

Purchases

 

U.S. Government Obligations

  $   

Other

    3,090,410   

Sales

 

U.S. Government Obligations

  $   

Other

      4,091,287   

NOTE 6. BENEFICIAL OWNERSHIP

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of a fund, under Section 2(a) (9) of the Investment Company Act of 1940. At October 31, 2016, Charles Schwab & Co., Inc. for the benefit of its customers, owned 50.58%. The Trust does not know whether Charles Schwab & Co., Inc. or any of the underlying beneficial owners controlled more than 25% of the voting securities of the Fund.

NOTE 7. FEDERAL TAX INFORMATION

At October 31, 2016, the net unrealized appreciation (depreciation) of investments for tax purposes was as follows:

 

Gross appreciation

  $   1,236,789   

Gross depreciation

    (371,664
 

 

 

 

Net appreciation on investments

  $ 865,125   
 

 

 

 

At October 31, 2016, the aggregate cost of securities, excluding U.S. government obligations, for federal income tax purposes was $8,829,318 for the Fund.

On December 14, 2016 the Fund paid an income distribution of $0.120847 per share and a long term capital gain of $0.346023 per share to shareholders of record on December 13, 2016.

 

18


GRANITE VALUE FUND

NOTES TO THE FINANCIAL STATEMENTS – (continued)

October 31, 2016

 

NOTE 7. FEDERAL TAX INFORMATION – continued

 

The tax characterization of distributions for the fiscal years ended October 31, 2016 and 2015, was as follows:

 

Distributions paid from:   2016     2015  

Ordinary Income*

  $   53,723      $ 31,319   

Long-Term Capital Gains

  $      $   484,050   
 

 

 

   

 

 

 

Total Distributions

  $ 53,723      $ 515,369   
 

 

 

   

 

 

 

 

* Short term capital gain distributions are treated as ordinary income for tax purposes.

At October 31, 2016, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

 

Undistributed ordinary income

  $ 65,446   

Undistributed long-term capital gain

    253,158   

Accumulated capital and other losses

    (2,535

Net unrealized appreciation (depreciation)

    865,125   
 

 

 

 
  $   1,181,194   
 

 

 

 

NOTE 8. COMMITMENTS AND CONTINGENCIES

The Fund indemnifies its officers and trustees for certain liabilities that may arise from their performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred.

NOTE 9. SUBSEQUENT EVENTS

Management of the Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date these financial statements were issued. There were no items requiring adjustment of the financial statements or additional disclosure.

 

19


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of Granite Value Fund and

Board of Trustees of Valued Advisers Trust

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Granite Value Fund (the “Fund”), a series of Valued Advisers Trust, as of October 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five periods in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2016, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Granite Value Fund as of October 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five periods in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

COHEN & COMPANY, LTD.

Cleveland, Ohio

December 23, 2016

 

20


 

SUMMARY OF FUND EXPENSES (Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, such as short-term redemption fees; and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning and held for the six month period, May 1, 2016 to October 31, 2016.

Actual Expenses

The first line of 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 = $8.60), 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 of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second line of the table below is useful in comparing ongoing costs only and will not help you determine the relative costs of owning different funds.

 

Granite Value Fund   

Beginning
Account Value

May 1, 2016

    

Ending

Account Value

October 31, 2016

    

Expenses Paid
During Period*

May 1, 2016 –

October 31, 2016

 

Actual

   $     1,000.00       $ 994.36       $     6.75   

Hypothetical**

   $ 1,000.00       $     1,018.34       $ 6.86   

 

* Expenses are equal to the Fund’s annualized expense ratio of 1.35%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 

** Assumes a 5% return before expenses.

 

21


 

TRUSTEES AND OFFICERS (Unaudited)

The Board of Trustees supervises the business activities of the Trust. Each Trustee serves as a trustee until termination of the Trust unless the Trustee dies, resigns, retires or is removed.

The following tables provide information regarding the Trustees and Officers.

The following table provides information regarding each of the Independent Trustees.

 

Name, Address*, (Age),
Position with Trust**, Term
of Position with Trust
   Principal Occupation During Past 5 Years    Other  Directorships

Ira Cohen, 57,

Independent Trustee, June 2010 to present.

   Current: Independent financial services consultant since February 2005; Executive Vice President of Asset Management Services, Recognos Financial, since August 2015.    Trustee and Audit Committee Chairman, Griffin Institutional Real Estate Access Fund, since May 2014. Trustee, Angel Oak Funds Trust, since October 2014.

Andrea N. Mullins, 49,

Independent Trustee, December 2013 to present.

   Current: Private investor; Independent Contractor, Seabridge Wealth Management, LLC, since April 2014.   

None.

 

* The address for each trustee and officer is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.

 

** As of the date of this report, the Trust consists of 14 series.

The following table provides information regarding the Trustee who is considered an “interested person” of the Trust, as that term is defined under the 1940 Act. Based on the experience of the Trustee, the Trust concluded that the individual described below is qualified to serve as a Trustee.

 

Name, Address*, (Age),
Position with Trust**, Term
of Position with Trust
   Principal Occupation During Past 5 Years    Other  Directorships

R. Jeffrey Young, 52,

Trustee and Chairman, June 2010 to present.

  

Current: Vice President and Director of Relationship Management, Ultimus Fund Solutions, LLC (since December 2015); President, Unified Financial Securities, LLC (since July 2015).

 

Previous: President, Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (April 2015 to December 2015), Director (May 2014 to December 2015), Senior Vice President (January 2010 to April 2015); Director, Unified Financial Securities, Inc. (n/k/a Unified Financial Securities, LLC) (May 2014 to December 2015); Chief Executive Officer, Huntington Funds (February 2010 to March 2015); Chief Executive Officer, Huntington Strategy Shares (November 2010 to March 2015); President and Chief Executive Officer, Dreman Contrarian Funds (March 2011 to February 2013).

   Trustee and Chairman, Capitol Series Trust, since September 2013.

 

* The address for each trustee and officer is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.

 

** As of the date of this report, the Trust consists of 14 series.

 

22


The following table provides information regarding the Officers of the Trust:

 

Name, Address*, (Age),
Position with Trust,** Term
of Position with Trust
   Principal Occupation During Past 5 Years    Other Directorships

R. Jeffrey Young, 52,

Trustee and Chairman, June 2010 to present; Principal Executive Officer and President, Valued Advisers Trust since February 2010.

  

Current: Vice President and Director of Relationship Management, Ultimus Fund Solutions, LLC (since December 2015); President, Unified Financial Securities, LLC (since July 2015).

 

Previous: President, Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (April 2015 to December 2015), Director (May 2014 to December 2015), Senior Vice President (January 2010 to April 2015); Director, Unified Financial Securities, Inc. (n/k/a Unified Financial Securities, LLC) (May 2014 to December 2015); Chief Executive Officer, Huntington Funds (February 2010 to March 2015); Chief Executive Officer, Huntington Strategy Shares (November 2010 to March 2015); President and Chief Executive Officer, Dreman Contrarian Funds (March 2011 to February 2013).

   Trustee and Chairman, Capitol Series Trust, since September 2013.

John C. Swhear, 55,

Chief Compliance Officer, AML Officer and Vice President, August 2008 to present.

  

Current: Assistant Vice President and Associate Director of Compliance, Ultimus Fund Solutions, LLC (since December 2015); Chief Compliance Officer, Unified Financial Securities, LLC (since May 2007); Chief Compliance Officer and AML Officer, Capitol Series Trust (since September 2013); Vice President Unified Series Trust (since January 2016).

 

Previous: Vice President of Legal Administration and Compliance, Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (April 2007 to December 2015), Director (May 2014 to December 2015); Director, Unified Financial Securities, Inc. (n/k/a Unified Financial Securities, LLC) (May 2014 to December 2015); President , Unified Series Trust (March 2012 to January 2016), Senior Vice President (May 2007 to March 2012); Secretary , Huntington Funds (April 2010 to February 2012).

   None.

Carol J. Highsmith, 52,

Vice President, August 2008 to present; Secretary, March 2014 to present

  

Current: Assistant Vice President, Ultimus Fund Solutions, LLC (since December 2015).

 

Previous: Secretary, Cross Shore Discovery Fund (May 2014 to February 2016); Employed in various positions with Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (November 1994 to December 2015), most recently Vice President of Legal Administration (2005 to December 2015).

  

None.

 

23


Name, Address*, (Age),
Position with Trust,** Term
of Position with Trust
   Principal Occupation During Past 5 Years    Other Directorships

Matthew J. Miller, 40,

Vice President, December 2011 to present.

  

Current: Assistant Vice President, Relationship Management, Ultimus Fund Solutions, LLC (since December 2015); President and Chief Executive Officer, Capitol Series Trust (since September 2013).

 

Previous: Employed in various positions with Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (since July 1998), most recently Vice President of Relationship Management (2005 to December 2015); Vice President, Huntington Funds (February 2010 to April 2015).

   None.

Bryan W. Ashmus, 43,

Principal Financial Officer and Treasurer, December 2013 to present.

  

Current: Vice President and Director of Financial Administration, Ultimus Fund Solutions, LLC (since December 2015); Chief Financial Officer and Treasurer, Cross Shore Discovery Fund (since June 2016).

 

Previous: Vice President and Manager of Financial Administration, Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (September 2013 to December 2015); Chief Financial Officer and Treasurer, Huntington Strategy Shares and Huntington Funds Trust (November 2013 to April 2016); Vice President, Fund Administration, Citi Fund Services Ohio, Inc. (from May 2005 to September 2013).

   None.

 

* The address for each trustee and officer is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.

 

** As of the date of this report, the Trust consists of 14 series.

OTHER INFORMATION (Unaudited)

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the trustees and is available without charge, upon request. You may call toll-free at (888) 442-9893 to request a copy of the SAI or to make shareholder inquiries.

 

24


APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited)

At a meeting held on September 7-8, 2016, the Board of Trustees (the “Board”) considered the renewal of the Investment Advisory Agreement (the “Agreement”) between Valued Advisers Trust (the “Trust”) and Granite Investment Advisors, Inc. (“Granite”) with respect to the Granite Value Fund (the “Fund”). Granite provided written information to the Board to assist the Board in its considerations.

Trust counsel reminded the Trustees of their fiduciary duties and responsibilities as summarized in the memorandum from his firm, including the factors to be considered, and the application of those factors to the Agreement. In assessing the factors, the Board took into consideration information furnished by Granite and Trust management for the Board’s review and consideration throughout the year, as well as information specifically prepared or presented in connection with the annual renewal process, including: (i) reports regarding the services and support provided to the Fund and its shareholders by Granite; (ii) quarterly assessments of the investment performance of the Fund by personnel of Granite; (iii) commentary on the reasons for the Fund’s performance; (iv) presentations by Granite addressing Granite’s investment philosophy, investment strategy, personnel, and operations; (v) compliance and audit reports concerning the Fund and Granite; (vi) disclosure information contained in the registration statement for the Fund and the Form ADV of Granite; and (vii) a memorandum from counsel, that summarized the fiduciary duties and responsibilities of the Board in reviewing and approving the Agreement. The Board also requested and received various informational materials including, without limitation: (i) documents containing information about Granite, including its financial information, a description of personnel and the services it provides to the Fund; information on Granite’s investment advice and performance; summaries of the Fund’s expenses, compliance program, current legal matters, and other general information; (ii) comparative expense and performance information for other mutual funds with strategies similar to the Fund; and (iii) the benefits to be realized by Granite from its relationship with the Fund. The Board did not identify any particular information that was most relevant to its consideration of the Agreement and each Trustee may have afforded different weight to the various factors.

 

1. The nature, extent, and quality of the services to be provided by Granite. In this regard, the Board considered Granite’s responsibilities under the Agreement. The Trustees considered the services being provided by Granite to the Fund including, without limitation: the quality of its investment advisory services (including research and recommendations with respect to portfolio securities), its process for formulating investment recommendations and assuring compliance with the Fund’s investment objectives and limitations, Granite’s coordination of services for the Fund among the fund’s service providers, and Granite’s efforts to promote the Fund and grow its assets. The Trustees considered Granite’s continuity of, and commitment to retain, qualified personnel and Granite’s commitment to maintain its resources and systems and options that allow the Fund to maintain its goals, and Granite’s continued cooperation with the Independent Trustees and counsel for the Fund. The Trustees considered Granite’s methods of operation and its personnel, including their education and experience; and Granite’s compliance program, policies, and procedures. The Trustees considered Granite’s intent to add to its business development resources. After considering the foregoing information and further information in the meeting materials provided by Granite (including Granite’s Form ADV), the Board concluded that, in light of all the facts and circumstances, the nature, extent, and quality of the services provided by Granite to the Fund were satisfactory and adequate.

 

2.

Investment Performance of the Fund and Granite. In considering the investment performance of the Fund and Granite, the Trustees compared the performance, including the year-to-date, 1-year, 3-year and since inception annualized returns of the Fund (for the periods ending June 30, 2016) with the performance of funds in the Morningstar Large Cap Value category. The Trustees also considered the consistency of Granite’s management of the Fund with its investment objective, strategies, and limitations. The Trustees noted that the Fund’s performance for the year-to-date and since inception periods was above the category average, and the performance over the 1-year and 3-year periods was below the average of its Morningstar category. The Trustees also considered the performance of Granite’s separate accounts that were managed in a manner similar to that of the Fund and they noted that the performance was relatively comparable and that

 

25


  Granite’s explanations for the differences in performance were acceptable. After reviewing and discussing the investment performance of the Fund further, Granite’s experience managing the Fund, the Fund’s historical performance, and other relevant factors, the Board concluded, in light of all the facts and circumstances, that the investment performance of the Fund and Granite was satisfactory.

 

3. The costs of the services to be provided and profits to be realized by Granite from the relationship with the Fund. In considering the costs of services to be provided and the profits to be realized by Granite from the relationship with the Fund, the Trustees considered: (1) Granite’s financial condition; (2) the asset levels of the Fund; (3) the overall expenses of the Fund; and (4) the nature and frequency of advisory fee payments. The Trustees reviewed information provided by Granite regarding its profits associated with managing the Fund. The Trustees also considered potential benefits for Granite in managing the Fund. The Trustees then compared the fees and expenses of the Fund (including the management fee) to other comparable mutual funds. The Trustees noted that the Fund’s management fee was higher than its peer average and median, as was the net operating expense ratio, although the Trustees noted that other funds in the peer group had higher management fees and net operating expense ratios. The Trustees discussed the difference between the fees charged to the Fund as compared to the fees charged to Granite’s separately managed accounts with investment strategies and objectives similar to the Fund. They acknowledged the increased resources required to manage the Fund, including increased compliance and administrative costs. Based on the foregoing, the Board concluded that the fees to be paid to Granite by the Fund and the profits to be realized by Granite, in light of all the facts and circumstances, were fair and reasonable in relation to the nature and quality of the services provided by Granite.

 

4. The extent to which economies of scale would be realized as the Fund grows and whether advisory fee levels reflect these economies of scale for the benefit of the Fund’s investors. In this regard, the Board considered the Fund’s fee arrangements with Granite. The Board considered that while the management fee remained the same at all asset levels, the Fund’s shareholders had experienced benefits from the Fund’s expense limitation arrangement. The Trustees noted Granite’s representation of its current intent to keep the expense limitation arrangement in place into the foreseeable future. The Trustees also noted that once the Fund’s expenses fell below the cap set by the arrangement, the Fund’s shareholders would continue to benefit from the economies of scale under the Fund’s agreements with service providers other than Granite. In light of its ongoing consideration of the Fund’s asset levels, expectations for growth in the Fund, and fee levels, the Board determined that the Fund’s fee arrangements, in light of all the facts and circumstances, were fair and reasonable in relation to the nature and quality of the services provided by Granite.

 

5. Possible conflicts of interest and benefits to Granite. In considering Granite’s practices regarding conflicts of interest, the Trustees evaluated the potential for conflicts of interest and considered such matters as the experience and ability of the advisory personnel assigned to the Fund; the basis of decisions to buy or sell securities for the Fund and/or Granite’s other accounts; and the substance and administration of Granite’s Code of Ethics. The Trustees also considered disclosure in the registration statement of the Trust relating to Granite’s potential conflicts of interest. The Trustees considered Granite’s policies with respect to the use of soft dollars. The Trustees noted that Granite benefited from the Fund in that it is able to utilize the Fund as a vehicle into which to direct advisory clients with small account balances. The Trustees did not identify any other potential benefits (other than the management fee) that would be realized by Granite. Based on the foregoing, the Board determined that the standards and practices of Granite relating to the identification and mitigation of potential conflicts of interest and the benefits that it derives from managing the Fund are acceptable.

After additional consideration of the factors delineated in the memorandum provided by counsel and further discussion among the Board members, the Board determined to approve the continuation of the Agreement between the Trust and Granite.

 

26


 

OTHER FEDERAL INCOME TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2017 will show the tax status of all distributions paid to your account in calendar year 2016. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.

Qualified Dividend Income. The Fund designates approximately 100% or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s calendar year 2016 ordinary income dividends, 100% qualifies for the corporate dividends received deduction.

For the year ended October 31, 2016, the Fund did not designate any long-term capital gain distributions.

 

27


VALUED ADVISERS TRUST

PRIVACY POLICY

The following is a description of the policies of the Valued Advisers Trust (the “Trust”) regarding disclosure of nonpublic personal information that shareholders provide to a series of the Trust (each, a “Fund”) or that the Fund collects from other sources. In the event that a shareholder holds shares of a Fund through a broker-dealer or other financial intermediary, the privacy policy of the financial intermediary would govern how shareholder nonpublic personal information would be shared with nonaffiliated third parties.

Categories of Information A Fund May Collect. A Fund may collect the following nonpublic personal information about its shareholders:

 

 

Information the Fund receives from a shareholder on applications or other forms, correspondence, or conversations (such as the shareholder’s name, address, phone number, social security number, and date of birth); and

 

 

Information about the shareholder’s transactions with the Fund, its affiliates, or others (such as the shareholder’s account number and balance, payment history, cost basis information, and other financial information).

Categories of Information A Fund May Disclose. A Fund may not disclose any nonpublic personal information about its current or former shareholders to unaffiliated third parties, except as required or permitted by law. A Fund is permitted by law to disclose all of the information it collects, as described above, to its service providers (such as the Fund’s custodian, administrator, transfer agent, accountant and legal counsel) to process shareholder transactions and otherwise provide services to the shareholder.

Confidentiality and Security. Each Fund shall restrict access to shareholder nonpublic personal information to those persons who require such information to provide products or services to the shareholder. Each Fund shall maintain physical, electronic, and procedural safeguards that comply with federal standards to guard shareholder nonpublic personal information.

Disposal of Information. The Funds, through their transfer agent, have taken steps to reasonably ensure that the privacy of a shareholder’s nonpublic personal information is maintained at all times, including in connection with the disposal of information that is no longer required to be maintained by the Funds. Such steps shall include, whenever possible, shredding paper documents and records prior to disposal, requiring off-site storage vendors to shred documents maintained in such locations prior to disposal, and erasing and/or obliterating any data contained on electronic media in such a manner that the information can no longer be read or reconstructed.

 

28


PROXY VOTING (Unaudited)

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted those proxies is available without charge upon request by (1) calling the Fund at (888) 442-9893 and (2) from Fund documents filed with the Securities and Exchange Commission (“SEC”) on the SEC’s website at www.sec.gov.

 

TRUSTEES

R. Jeffrey Young, Chairman

Ira P. Cohen

Andrea N. Mullins

OFFICERS

R. Jeffrey Young, Principal Executive Officer and President

John C. Swhear, Chief Compliance Officer, AML Officer and Vice President

Carol J. Highsmith, Vice President and Secretary

Matthew J. Miller, Vice President

Bryan W. Ashmus, Principal Financial Officer and Treasurer

INVESTMENT ADVISER

Granite Investment Advisors, Inc.

6 Eagle Square, 3rd Floor

Concord, NH 03301

DISTRIBUTOR

Unified Financial Securities, LLC

9465 Counselors Row, Suite 200

Indianapolis, IN 46240

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen & Company, Ltd.

1350 Euclid Avenue, Suite 800

Cleveland, OH 44115

LEGAL COUNSEL

The Law Offices of John H. Lively & Associates, Inc.

A member firm of The 1940 Act Law GroupTM

11300 Tomahawk Creek Parkway, Ste. 310

Leawood, KS 66211

CUSTODIAN

Huntington National Bank

41 South High Street

Columbus, OH 43215

ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTANT

Ultimus Asset Services, LLC

225 Pictoria Drive, Suite 450

Cincinnati, OH 45246

 

 

This report is intended only for the information of shareholders or those who have received the Fund’s prospectus which contains information about the Fund’s management fee and expenses. Please read the prospectus carefully before investing.

Distributed by Unified Financial Securities, LLC

Member FINRA/SIPC


LOGO

 

 

SOUND MIND INVESTING FUND (SMIFX)

 

 

 

SMI CONSERVATIVE

ALLOCATION FUND (SMILX)

 

 

 

SMI DYNAMIC

ALLOCATION FUND (SMIDX)

 

 

 

SMI BOND FUND (SMIUX)

 

 

 

SMI 50/40/10 FUND (SMIRX)

 

 

 
ANNUAL REPORT
 
OCTOBER 31, 2016

Fund Adviser:

SMI Advisory Services, LLC

P.O. BOX 547

Columbus, IN 47202

Toll Free (877) SMI-FUND

www.smifund.com


LOGO

“We have two kinds of forecasters: Those who don’t know, and those who don’t know they don’t know.”

– John Kenneth Galbraith

Dear Fellow Shareholder,

Donald Trump’s recent victory was historic for many reasons. Hopefully investors will remember it as the day they finally gave up on listening to the “experts.”

After all, the vast majority of election forecasters got this year’s presidential race wrong. After statistician Nate Silver correctly called all 50 states during President Obama’s re-election in 2012, many people came to believe that election outcomes can be accurately predicted. But almost none of the polls or experts called this one correctly.

Nor did they accurately foresee the investment implications of a Trump win. A few weeks before Election Day, Liz Ann Sonders, Chief Investment Strategist for Charles Schwab, pondered how the market might react to the election. Her conclusion: “The most unsettling [result] would likely be a ‘Brexit’-type situation, where polls suggest a clear Clinton win, but we wake up and find Trump has won.”

Of course, that’s exactly what happened. As Trump’s chances of victory shifted throughout the night from unlikely to possible to inevitable, Sonders appeared to be spot on. More than unsettled, Dow futures fell hard, losing nearly 800 points. However, by the time the market opened the next day, stocks had recovered almost that entire decline, and the Dow was up nearly 1.5% by the end of the day.

Investors can learn a valuable lesson from this experience. Once and for all, declare your investment portfolio to be a prediction-free zone.

That’s not to say we should invest blindly with no regard to the conditions around us. There are times to be more conservative or aggressive than others. But first and foremost, we need to recognize our limitations. Time and time again, the prediction model has failed investors. Yet most investors tend to lick their wounds and turn right around looking for a better expert to believe the next time.

At SMI, our approach begins within the context of following God’s protective principles. A strong financial foundation, built by getting debt-free and creating a savings reserve, provides the strength to weather unexpected setbacks. Allocating your stock/bond mix (that is, setting your risk level) in a way that balances your need for growth and your emotional fear of loss is another key step. We build portfolios based on the principle of diversification, both between and within various asset classes, knowing that performance excellence rotates. Finally, we suggest taking no more risk than is absolutely necessary in order to reach your financial goals. After all, investing isn’t about building the biggest pile of money possible, it’s about meeting your specific financial goals.

 

1


Rather than build a portfolio dependent on a particular market prediction coming true, we believe in diversifying your portfolios in an effort to take advantage of market opportunities while also attempting to protect against its risks. A portfolio that doesn’t fly too high when the market is rising – but also doesn’t dive too low when it’s falling – is much easier for investors to stick with emotionally than one with wider swings of performance. Since the primary struggle most investors face is emotional, we believe constructing portfolios that attempt to minimize these emotional swings gives SMI investors the best chance of long-term investing success.

Performance Review

The 12 months ended October 31, 2016 was a difficult period for trend-following strategies. Like all momentum-based strategies, SMI’s investment approaches tend to thrive when current market trends persist. Ideally, these trends persist for extended periods of time, allowing our portfolios to get positioned in whatever type of investment is working and then ride the trend higher. Unfortunately, when the market is rapidly changing direction and pivoting between extreme ups and downs, there are no persisting trends to take advantage of.

The first of the stock market’s pair of 10% corrections ended in September of 2015. Any time the market experiences a significant decline like that, SMI’s portfolios are going to begin to tilt conservatively. This positioning hurt our performance in November and December of 2015, as the market rebounded strongly from the earlier correction. Unfortunately, just as that stronger performance was starting to impact the holdings of SMI’s portfolios, the second market correction hit in January and February. That correction lasted just long enough to whipsaw our portfolios again. The roughly two-month swings from recovery to another correction to another recovery meant our portfolios spent the first half of the reporting period chasing trends that would quickly reverse. Thankfully, this type of market behavior has historically been the exception rather than the rule, or trend-following wouldn’t work as a long-term approach.

The third quarter of 2016 started on the heels of a summer bombshell: The surprising result of the June 23 Brexit vote to leave the EU briefly stunned investors and roiled global markets. But the U.S. stock market quickly shook off any lasting impact and surged to new highs as the third quarter unfolded. It was a surprisingly swift pivot back to greater risk-taking, as foreign and smaller stocks took over the leadership position from their larger-stock counterparts.

Despite all the fear and uncertainty that has surrounded the market over the past year and a half (including a pair of separate 10% market corrections), the most profitable path for SMI investors has been to tune out the noise and stick with their long-term plans.

It’s interesting to note that while Dynamic Asset Allocation and Stock Upgrading moved out of synch with each other through much of 2016 (DAA had a great second quarter and weak third quarter, while Stock Upgrading was the opposite), they both had similar year-to-date returns through the first 10 months of 2016. They are complementary strategies, which is the point of pairing them in portfolios (as we do in the 50-40-10 portfolio) – to diversify your overall portfolio so ideally there’s always something performing well, regardless of what the market is doing.

 

2


SMI Funds

Dynamic Asset Allocation (“DAA”) – Funds utilizing this strategy in at least part of their portfolios: SMIDX, SMILX* & SMIRX:

DAA served us wonderfully as a stock market buffer during the first six weeks of 2016, a period when the Wilshire 5000 Index (“Wilshire 5000”) lost -11.0%. It also performed well in the second quarter of the year, while invested primarily in the traditionally less-aggressive asset classes of gold, bonds, and real estate. However, that conservative posture meant lower returns through the third quarter and October, during which it posted a small loss at a time when the stock market started gaining again. When the market shifts from favoring conservative assets (such as bonds and gold) to more aggressive ones (like stocks), it usually takes DAA some time to respond to those changes.

Stock Upgrading – Funds utilizing this strategy in at least part of their portfolios: SMIFX, SMILX* & SMIRX:

In the third quarter, foreign and smaller stocks reversed the trend of the last several years and began outperforming large company stocks. This is somewhat surprising, given that large stocks usually dominate the latter stages of bull markets. This trend has only accelerated in the week following the election and is definitely something we’ll be watching closely.

Whether the trend of small-company stocks outperforming large-company stocks will last is unknown, but it’s a very helpful development for Upgrading. That’s because SMI always diversifies among stock types, owning significant amounts of smaller-company stocks as well as foreign holdings. This has hurt Upgrading’s performance relative to the broad-market indexes like the S&P 500® Index and Wilshire 5000, which are dominated by the returns of large stocks. But having been involved in Upgrading for decades, we know that performance can swing quickly between these groups. So we maintain our diversification, knowing that eventually what has been out of favor and hurting our relative performance will likely swing back the other way eventually and help us make up that relative performance gap.

It’s also worth noting that SMIFX has posted a healthy 8.76% annualized return over the last five years. Few would have predicted that back in 2011, or even as recently as a year ago when the market was just starting to recover from its first correction in four years – especially if they’d known a second correction was coming just a few months later! It’s a good reminder that the market is full of surprises, but tends to reward those who patiently and consistently endure its short-term gyrations in pursuit of its long-term rewards.

Bond Upgrading – Funds utilizing this strategy in at least part of their portfolios: SMIUX & SMILX*:

After posting strong gains during the first half of 2016, the bond market cooled during the third quarter. The Fed continued its game of “will they or won’t they?” in terms of raising rates, but ultimately held them steady. The 10-year Treasury yield started 2016 at 2.27%, fell all the way to 1.37% by mid-year, then started climbing again. It rose from 1.60% to 1.84% in October alone, and soared another 0.40% in the week following the election.

 

*Indicates this fund does not always contain the strategy being described.

 

3


SMI’s bond returns were hurt a bit in late 2015 by our portfolio’s inclusion of longer-term bonds at a time when interest rates were increasing. For most of 2016, though, our Bond Upgrading process kept us running slightly ahead of a very strong bond market. Through the first nine months of 2016, SMIUX led the Barclay’s Capital U.S. Aggregate Bond Index by a 5.90% to 5.80% margin. Longer-term corporate bonds gave back some of their gains as interest rates rose in October 2016, causing SMIUX’s one-year performance through 10/31/2016 to trail the index (although SMIUX had recaptured the one-year performance edge as of this letter’s writing in mid-November).

Going Direct With the SMI Funds

Slightly over two-thirds of the assets in the SMI Funds are owned through accounts held at other organizations (Fidelity, Schwab, TD Ameritrade, etc.). That’s perfectly fine. However, there are some advantages to having your account directly with the SMI Funds rather than through a third party.

The primary advantage of a direct account is the ability to buy or sell shares of the SMI Funds without paying any transaction fees. Most third-party accounts are charged some sort of transaction fee when the SMI Funds are bought or sold. Those fees can add up – particularly if you are regularly buying or selling shares in any of the SMI Funds. When your account is held directly with the SMI Funds, you never have to pay transaction fees. Additionally, in accounts held directly with the SMI Funds, the typical 2% redemption fee on shares sold within 60 days of purchase is waived if you are transferring money from one SMI Fund to another. To learn more about moving your account directly to the SMI Funds, visit www.smifund.com or call 1-877-SMI-FUND.

We appreciate the confidence you have placed in us to be a faithful steward of your assets, as you strive to be a faithful steward of His assets.

Sincerely,

 

LOGO

Mark Biller

Senior Portfolio Manager

The Sound Mind Investing Funds

The SMI Fund lineup, shown below, now offers investors a way to mix and match professionally managed funds to custom tailor the risk level desired for their portfolio. If you’d like assistance customizing your portfolio in this manner, please call a Stewardship Advisor at (800) 796-4975.

 

LOGO

 

4


 

PERFORMANCE RESULTS – (Unaudited)

 

 

 

Average Annual Total Returns(a)

(For the periods ended October 31, 2016)

 
      Three Months      Six Months      One Year      Five Year      Ten Year  

Sound Mind Investing Fund

     -2.18%         2.69%         0.55%         8.76%         5.22%   

Wilshire 5000® Total Market Index(b)

     -1.68%         4.35%         4.63%         13.36%         6.84%   

S&P 500® Index(b)

     -1.67%         4.06%         4.51%         13.57%         6.70%   

SMI Custom Index(c)

     -1.63%         4.05%         2.78%         11.09%         5.48%   

 

Total annual operating expenses, as disclosed in the Sound Mind Investing Fund’s (“SMI Fund”) prospectus dated February 29, 2016, were 2.03% of average daily net assets, which includes acquired fund fees and expenses. All expenses are reflected in performance results. The SMI Fund’s investment adviser contractually has agreed to waive its fee and reimburse expenses to the extent necessary to maintain Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions, other expenses which are capitalized in accordance with generally accepted accounting principles, extraordinary expenses, dividend expense on short sales, 12b-1 fees, and acquired fund fees and expenses) at 1.50% of the SMI Fund’s average daily net assets through February 28, 2017. This expense cap may not be terminated prior to this date except by the Board of Trustees (the “Board”).

 

Average Annual Total Returns(a)

(For the periods ended October 31, 2016)

 
     Three Months     Six Months     One Year     Five Year     Since Inception
(December 30, 2010)
 

SMI Conservative Allocation Fund

    -4.34%        1.50%        1.30%        5.41%        4.07%   

Wilshire 5000® Total Market Index(b)

    -1.68%        4.35%        4.63%        13.36%        11.40%   

Bloomberg Barclays U.S. Aggregate Bond Index(b)

    -0.94%        1.51%        4.37%        2.90%        3.70%   

Weighted Index(c)

    -1.38%        3.22%        4.66%        9.22%        8.46%   

 

Total annual operating expenses, as disclosed in the SMI Conservative Allocation Fund’s prospectus dated February 29, 2016, were 1.55% of average daily net assets (1.89% before fee waivers/expense reimbursements by the SMI Advisory Services, LLC (the “Adviser”)), which includes acquired fund fees and expenses and reflects the fee waiver/expense reimbursement discussed below. All expenses are reflected in performance results. The SMI Conservative Allocation Fund’s investment adviser contractually has agreed to waive its fee and reimburse expenses to the extent necessary to maintain Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions, other expenses which are capitalized in accordance with generally accepted accounting principles, extraordinary expenses, dividend expense on short sales, 12b-1 fees, and acquired fund fees and expenses) at 1.15% of the SMI Conservative Allocation Fund’s average daily net assets through February 28, 2017. Each fee waiver or expense reimbursement by the SMI Conservative Allocation Fund’s investment advisor is subject to repayment by the SMI Conservative Allocation Fund within the three fiscal years following the fiscal year in which the expense was incurred, provided that the SMI Conservative Allocation Fund’s is able to make the repayment without exceeding the expense limitation in place at the time of the fee waiver or expense reimbursement. The Adviser is also entitled to recoupment related to fees waived and expenses reimbursed with respect to the predecessor fund (Sound Mind Investing Balanced Fund). This expense cap may not be terminated prior to this date except by the Board.

 

5


 

PERFORMANCE RESULTS – (Unaudited), (Continued)

 

 

 

 

Average Annual Total Returns(a)

(For the periods ended October 31, 2016)

 
     Three Months     Six Months     One Year     Since Inception
(February 28, 2013)
 

SMI Dynamic Allocation Fund

    -6.02%        1.20%        0.62%        3.97%   

Wilshire 5000® Total Market Index(b)

    -1.68%        4.35%        4.63%        11.67%   

Bloomberg Barclays U.S. Aggregate Bond Index(b)

    -0.94%        1.51%        4.37%        2.56%   

Weighted Index(c)

    -1.38%        3.22%        4.66%        8.09%   

 

Total annual operating expenses, as disclosed in the SMI Dynamic Allocation Fund’s prospectus dated February 29, 2016, were 1.38% of average daily net assets, which includes acquired fund fees and expenses. All expenses are reflected in performance results. The SMI Dynamic Allocation Fund’s investment adviser contractually has agreed to waive its fee and reimburse expenses to the extent necessary to maintain Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions, other expenses which are capitalized in accordance with generally accepted accounting principles, extraordinary expenses, dividend expense on short sales, 12b-1 fees, and acquired fund fees and expenses) at 1.45% of the SMI Dynamic Allocation Fund’s average daily net assets through February 28, 2017. This expense cap may not be terminated prior to this date except by the Board.

 

Average Annual Total Returns(a)

(For the periods ended October 31, 2016)

 
      Three Months      Six Months      One Year      Since Inception
(April 28, 2015)
 

SMI Bond Fund

     -1.46%         2.02%         2.95%         0.71%   

Bloomberg Barclays U.S. Aggregate Bond Index(b)

     -0.94%         1.51%         4.37%         2.58%   

 

Total annual operating expenses, as disclosed in the SMI Bond Fund’s prospectus dated February 29, 2016, were 1.15% of average daily net assets (4.48% before fee waivers/expense reimbursements by the Adviser). All expenses are reflected in performance results. The SMI Bond Fund’s investment adviser contractually has agreed to waive its fee and/or reimburse expenses to the extent necessary to maintain Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions, other expenses which are capitalized in accordance with generally accepted accounting principles, extraordinary expenses, dividend expense on short sales, 12b-1 fees, and acquired fund fees and expenses) at 0.85% of the SMI Bond Fund’s average daily net assets through February 28, 2017. Each fee waiver or expense reimbursement by the Adviser is subject to repayment by the SMI Bond Fund within the three fiscal years following the fiscal year in which the expense was incurred, provided that the SMI Bond Fund is able to make the repayment without exceeding the expense limitation in place at the time of the fee waiver or expense reimbursement. This expense cap may not be terminated prior to this date except by the Board.

 

6


 

PERFORMANCE RESULTS – (Unaudited), (Continued)

 

 

 

 

Average Annual Total Returns(a)

(For the periods ended October 31, 2016)

 
     Three Months     Six Months     One Year     Since Inception
(April 29, 2015)
 

SMI 50/40/10 Fund

    -4.43%        2.43%        1.44%        -4.48%   

Wilshire 5000® Total Market Index(b)

    -1.68%        4.35%        4.63%        2.34%   

Bloomberg Barclays U.S. Aggregate Bond Index(b)

    -0.94%        1.51%        4.37%        2.77%   

Weighted Index(c)

    -1.38%        3.22%        4.66%        2.69%   

 

Total annual operating expenses, as disclosed in the SMI 50/40/10 Fund’s prospectus dated February 29, 2016, were 2.11% of average daily net assets (3.41% before fee waivers/expense reimbursements by the Adviser). All expenses are reflected in performance results. The SMI 50/40/10 Fund’s investment adviser contractually has agreed to waive its fee and reimburse expenses to the extent necessary to maintain Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions, other expenses which are capitalized in accordance with generally accepted accounting principles, extraordinary expenses, dividend expense on short sales, 12b-1 fees, and acquired fund fees and expenses) at 1.45% of the SMI 50/40/10 Fund’s average daily net assets through February 28, 2017. Each waiver or reimbursement of an expense by the Adviser is subject to repayment by the SMI 50/40/10 Fund within the three fiscal years following the fiscal year in which the expense was incurred, provided that the SMI 50/40/10 Fund is able to make the repayment without exceeding the expense limitation in place at the time of the waiver or reimbursement. This expense cap may not be terminated prior to this date except by the Board.

The performance quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Current performance of the Sound Mind Investing Fund, SMI Conservative Allocation Fund, SMI Dynamic Allocation Fund, SMI Bond Fund and SMI 50/40/10 Fund (each a “Fund” and collectively the “Funds”) may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling (877) 764-3863.

 

 

(a) Average annual total returns reflect any change in price per share and assume the reinvestment of all distributions. The Funds’ returns reflect any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would have been lower. Total returns for periods less than 1 year are not annualized.

 

(b)

The Standard & Poor’s 500® Index (“S&P 500”), Wilshire 5000® Total Market Index (“Wilshire 5000”), Bloomberg Barclays U.S. Aggregate Bond Index, Russell 1000® Value Index, Russell 1000® Growth Index, Russell 2000® Value Index, Russell 2000® Growth Index and MSCI EAFE Index (collectively, the “Indices”) are unmanaged indices that assume reinvestment of all distributions and exclude the effect of taxes and fees. These Indices are widely recognized unmanaged indices and are representative of a broader market and range of securities than is found in each Fund’s portfolio. The returns of the Indices are not reduced by any fees or operating expenses. Individuals cannot invest directly in the Indices; however, an individual can invest in exchange traded funds or other investment vehicles that attempt to track the performance of a benchmark index. As of December 13, 2016, The Wilshire 5000 has replaced the S&P 500 as the Sound Mind Investing Fund’s primary benchmark. Given the allocation of the Sound Mind Investing Fund’s portfolio, the Adviser believes that the Wilshire 5000 provides a more accurate comparison.

 

(c)

The SMI Custom Index for the Sound Mind Investing Fund is comprised of 20% Russell 1000® Value Index, 20% Russell 1000® Growth Index, 20% Russell 2000® Value Index, 20% Russell 2000® Growth Index and 20% MSCI EAFE Index and the Weighted Index for the SMI Conservative Allocation Fund, SMI Dynamic Allocation Fund and SMI 50/40/10 Fund is comprised of 60% Wilshire 5000® Total Market Index and 40% Bloomberg Barclays U.S. Aggregate Bond Index.

The Funds’ investment objectives, risks, charges and expenses must be considered carefully before investing. The prospectus contains this and other important information about the Funds and may be obtained by calling the same number as above. Please read it carefully before investing.

 

7


 

PERFORMANCE RESULTS – (Unaudited), (Continued)

 

 

 

 

LOGO

The chart above assumes an initial investment of $10,000 made on October 31, 2006 and held through October 31, 2016. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE FUTURE RESULTS. 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 of the Fund may be lower or higher than the performance quoted. For more information on the Fund, and to obtain performance data current to the most recent month end or to request a prospectus, please call (877) 764-3863. 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.

The SMI Custom Index is comprised of 20% Russell 1000® Value Index, 20% Russell 1000® Growth Index, 20% Russell 2000® Value Index, 20% Russell 2000® Growth Index and 20% MSCI EAFE Index.

The Fund is distributed by Unified Financial Securities, LLC, member FINRA/SIPC.

 

8


 

PERFORMANCE RESULTS – (Unaudited), (Continued)

 

 

 

 

LOGO

The chart above assumes an initial investment of $10,000 made on December 30, 2010 (commencement of Fund operations) and held through October 31, 2016. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE FUTURE RESULTS. 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 of the Fund may be lower or higher than the performance quoted. For more information on the Fund, and to obtain performance data current to the most recent month end or to request a prospectus, please call (877) 764-3863. 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.

The Weighted Index is comprised of 60% Wilshire 5000® Total Market Index and 40% Bloomberg Barclays U.S. Aggregate Bond Index.

The Fund is distributed by Unified Financial Securities, LLC, member FINRA/SIPC

 

9


 

PERFORMANCE RESULTS – (Unaudited), (Continued)

 

 

 

 

LOGO

The chart above assumes an initial investment of $10,000 made on February 28, 2013 (commencement of Fund operations) and held through October 31, 2016. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE FUTURE RESULTS. 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 of the Fund may be lower or higher than the performance quoted. For more information on the Fund, and to obtain performance data current to the most recent month end or to request a prospectus, please call (877) 764-3863. 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.

The Weighted Index is comprised of 60% Wilshire 5000® Total Market Index and 40% Bloomberg Barclays U.S. Aggregate Bond Index.

The Fund is distributed by Unified Financial Securities, LLC, member FINRA/SIPC.

 

10


 

PERFORMANCE RESULTS – (Unaudited), (Continued)

 

 

 

 

LOGO

The chart above assumes an initial investment of $10,000 made on April 28, 2015 (commencement of Fund operations) and held through October 31, 2016. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE FUTURE RESULTS. 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 of the Fund may be lower or higher than the performance quoted. For more information on the Fund, and to obtain performance data current to the most recent month end or to request a prospectus, please call (877) 764-3863. 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.

The Fund is distributed by Unified Financial Securities, LLC, member FINRA/SIPC.

 

11


 

PERFORMANCE RESULTS – (Unaudited), (Continued)

 

 

 

 

LOGO

The chart above assumes an initial investment of $10,000 made on April 29, 2015 (commencement of Fund operations) and held through October 31, 2016. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE FUTURE RESULTS. 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 of the Fund may be lower or higher than the performance quoted. For more information on the Fund, and to obtain performance data current to the most recent month end or to request a prospectus, please call (877) 764-3863. 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.

The Weighted Index is comprised of 60% Wilshire 5000® Total Market Index and 40% Bloomberg Barclays U.S. Aggregate Bond Index.

The Fund is distributed by Unified Financial Securities, LLC, member FINRA/SIPC.

 

12


 

FUND HOLDINGS – (Unaudited)

 

 

 

LOGO

 

  (a) As a percentage of investments.

Sound Mind Investing Fund seeks long-term capital appreciation. The Fund seeks to achieve its objective by investing in a diversified portfolio of other investment companies using a “fund upgrading” strategy. The fund upgrading investment strategy is a systematic investment approach that is based on the belief of the Adviser that superior returns can be obtained by constantly monitoring the performance of a wide universe of other investment companies, and standing ready to move assets into the funds deemed by the adviser to be most attractive at the time of analysis.

 

13


 

FUND HOLDINGS – (Unaudited), (Continued)

 

 

 

LOGO

  (a) As a percentage of investments.

SMI Conservative Allocation Fund seeks total return. Total return is composed of both income and capital appreciation. The Fund invests in a portfolio of equities and fixed income securities, including securities of other investment companies that focus their investments on equity and fixed income investments. To the extent the Adviser invests the Fund’s assets in equity securities, such investments will consist of investments in other investment companies (i.e., mutual funds), exchange traded funds (“ETFs”) and pooled investment vehicles, and the Adviser will select such portfolio holdings. The fixed income portion (if any) of the Fund will be comprised of fixed income investment companies and ETFs and individual fixed income securities. The Adviser will use its proprietary “Bond Upgrading” strategy to make all portfolio decisions with respect to investments in fixed income investment companies and ETFs. The Adviser’s “Bond Upgrading” strategy involves the use of momentum based performance indicators of the various bond categories to identify which categories may present the best investment opportunities. The Adviser scores the categories and uses the scores to make decisions on investments in the various categories.

 

14


 

FUND HOLDINGS – (Unaudited), (Continued)

 

 

 

LOGO

  (a) As a percentage of investments.

SMI Dynamic Allocation Fund seeks total return. Total return is composed of both income and capital appreciation. The Fund uses a dynamic asset allocation investment strategy to achieve its investment objective. This is done by investing in securities from the following six asset classes – U.S. Equities, International Equities, Fixed Income Securities, Real Estate, Precious Metals, and Cash.

 

15


 

FUND HOLDINGS – (Unaudited), (Continued)

 

 

 

LOGO

  (a) As a percentage of investments.

SMI Bond Fund seeks total return. Total return is composed of both income and capital appreciation. The Fund invests at least 80% of its net assets in a portfolio of fixed income securities, including securities of other investment companies that focus their investments on fixed income investments. The Fund will be comprised of fixed income investment companies and ETFs and individual fixed income securities. The Adviser will use its proprietary “Bond Upgrading” strategy to make all portfolio decisions with respect to investments in fixed income investment companies and ETFs. The Adviser’s “Bond Upgrading” strategy involves the use of momentum based performance indicators of the various bond categories to identify which categories may present the best investment opportunities. The Adviser scores the categories and uses the scores to make decisions on investments in the various categories.

 

16


 

FUND HOLDINGS – (Unaudited), (Continued)

 

 

 

LOGO

  (a) As a percentage of investments.

SMI 50/40/10 Fund seeks total return. Total return is composed of both income and capital appreciation. The Adviser allocates the Fund’s assets on a 50/40/10 basis among various investment strategies as follows:

 

   

50% – Dynamic Asset Allocation Strategy

 

   

40% – Fund Upgrading Strategy

 

   

10% – Sector Rotation Strategy

The Sector Rotation Strategy involves the Adviser selecting from a universe of mutual funds and ETFs it has compiled using proprietary methods. This universe is specifically designed by the Adviser to balance exposure to a wide variety of market sectors and industries. This universe includes both leveraged and non-leveraged funds. The Adviser ranks these funds based on their recent performance across multiple short-term performance periods, then uses an upgrading approach to invest in the top performing market sector or sectors. Once a particular sector or sectors is identified, the Adviser purchases one or more mutual funds or ETFs to gain the desired exposure to that particular sector. This portion of the Fund may be concentrated, meaning that the Fund may be invested in as few as one or two sectors at a time and potentially as few as one underlying mutual fund or ETF.

Availability of Portfolio Schedule – (Unaudited)

Each Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available at the SEC’s website at www.sec.gov. The Funds’ Forms N-Q may be reviewed and copied at the Public Reference Room in Washington DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

17


 

SOUND MIND INVESTING FUND

SCHEDULE OF INVESTMENTS

October 31, 2016

 

 

 

Mutual Funds 77.15%   Shares        Fair Value  

Mutual Funds Greater Than 1% of The Sound
Mind Investing Fund’s Net Assets – 76.50%

      

Aegis Value Fund, Inc. (a)

    274,471         $ 4,117,067   

American Century Equity Income Fund – Investor Class

    745,954           6,616,612   

Artisan Value Fund – Advisor Class (a)

    961,013           12,320,185   

Champlain Mid Cap Fund – Institutional Class (a)

    766,433           11,557,810   

Davis Opportunity Fund – Class Y

    149,323           4,681,270   

Driehaus Micro Cap Growth Fund (a)

    635,332           7,293,611   

Fidelity OTC Portfolio

    80,217           6,747,070   

Hodges Fund – Retail Class (a)

    187,117           7,774,702   

Jensen Quality Growth Fund – Institutional Class

    81,831           3,215,139   

Kinetics Paradigm Fund – Institutional Class

    120,520           4,298,950   

Longleaf Partners Fund

    270,236           6,874,806   

Longleaf Partners International Fund (a)

    930,494           12,840,813   

Longleaf Partners Small-Cap Fund

    164,695           5,075,914   

Loomis Sayles Growth Fund – Class Y

    738,829           9,124,534   

Mairs and Power Small Cap Fund (a)

    189,024           4,118,829   

Manning & Napier International Series Fund – Institutional Class (a)

    638,589           6,519,991   

Oppenheimer International Small-Mid Company Fund – Class Y

    215,197           8,106,488   

PRIMECAP Odyssey Growth Fund

    195,581           5,456,701   

Royce Opportunity Fund – Investor Class

    461,579           5,414,321   

Towle Deep Value Fund (a)

    171,906           2,822,701   

Virtus Small-Cap Sustainable Growth Fund – Institutional Class (a)

    357,325           6,832,049   

Wasatch International Opportunities Fund – Institutional Class (a)

    2,272,904           7,114,188   
      

 

 

 

TOTAL MUTUAL FUNDS GREATER THAN 1% OF THE SOUND
MIND INVESTING FUND’S NET ASSETS (Cost $146,987,803)

   

       148,923,751   
      

 

 

 

Mutual Funds Less Than 1% of The Sound
Mind Investing Fund’s Net Assets – 0.65% (b)

      

Allianz NFJ Dividend Value Fund – Institutional Class

    200           3,198   

Allianz NFJ Small-Cap Value Fund – Institutional Class

    162           3,825   

American Century International Discovery Fund – Institutional Class

    250           3,189   

AMG GW&K U.S. Small Cap Growth Fund – Institutional Class

    100           427   

Artisan International Small Cap Fund – Investor Class

    150           3,277   

Artisan International Value Fund – Investor Class

    150           4,933   

Artisan Mid Cap Value Fund – Investor Class

    279           5,878   

Artisan Small Cap Fund – Investor Class

    250           7,012   

BBH Core Select Fund – Class N

    100           2,115   

Berwyn Fund

    100           2,978   

 

See accompanying notes which are an integral part of these financial statements.

 

18


 

SOUND MIND INVESTING FUND

SCHEDULE OF INVESTMENTS

October 31, 2016 – (Continued)

 

 

 

Mutual Funds 77.15% – continued   Shares        Fair Value  

Mutual Funds Less Than 1% of The Sound
Mind Investing Fund’s Net Assets – 0.65% (b) – continued

      

BlackRock International Opportunities Portfolio – Institutional Class

    100         $ 3,256   

Bridgeway Small-Cap Growth Fund – Class N

    205           4,218   

Bridgeway Small-Cap Value Fund – Class N

    179           3,814   

Buffalo Small Cap Fund, Inc.

    150           2,655   

Champlain Small Company Fund – Institutional Class

    53,677           981,750   

Columbia Acorn International – Class Z

    100           3,954   

Columbia Acorn Select – Class Z

    150           2,205   

Columbia Funds Series Trust I Contrarian Core Fund – Class Z

    91           2,012   

Columbia Small Cap Growth Fund I – Class Z

    100           1,757   

Delaware Select Growth Fund – Institutional Class

    100           4,028   

Delaware Small Cap Value Fund – Institutional Class

    100           5,486   

Delaware Smid Cap Growth Fund – Institutional Class

    100           3,078   

Delaware Value Fund – Institutional Class

    144           2,719   

Deutsche Small Cap Value Fund – Institutional Class

    85           1,923   

DFA International Small Cap Value Portfolio – Investor Class

    100           1,931   

DFA International Small Company Portfolio – Institutional Class

    100           1,778   

DFA U.S. Small Cap Value Portfolio – Institutional Class

    100           3,275   

Dreyfus Opportunistic Small Cap Fund

    100           2,882   

Fairholme Fund

    100           1,879   

Fidelity Mid-Cap Stock Fund

    150           5,067   

Fidelity Small Cap Discovery Fund

    100           2,770   

Fidelity Small Cap Stock Fund

    150           2,597   

Fidelity Small Cap Value Fund

    150           2,535   

Franklin Small Cap Value Fund – Advisor Class

    100           5,379   

Hartford International Opportunities Fund/The – Class Y

    248           3,730   

Heartland Value Fund

    100           3,699   

Hennessy Focus Fund – Investor Class

    100           7,063   

Hotchkis and Wiley Mid-Cap Value Fund – Institutional Class

    100           3,214   

Invesco American Value Fund – Class R5

    100           3,530   

Janus Overseas Fund – Class T

    100           2,641   

Janus Venture Fund – Class T

    100           6,287   

JOHCM International Select Fund – Institutional Class

    100           1,932   

JPMorgan Disciplined Equity Fund – Institutional Class

    100           2,238   

JPMorgan Mid Cap Value Fund – Institutional Class

    100           3,647   

JPMorgan Small Cap Equity Fund – Select Class

    226           10,964   

Legg Mason Opportunity Trust – Institutional Class *

    100           1,887   

 

See accompanying notes which are an integral part of these financial statements.

 

19


 

SOUND MIND INVESTING FUND

SCHEDULE OF INVESTMENTS

October 31, 2016 – (Continued)

 

 

 

Mutual Funds 77.15% – continued   Shares        Fair Value  

Mutual Funds Less Than 1% of The Sound
Mind Investing Fund’s Net Assets – 0.65% (b) – continued

      

Lord Abbett Developing Growth Fund, Inc. – Institutional Class

    100         $ 1,988   

Morgan Stanley Institutional Fund, Inc. –Growth Portfolio – Institutional Class

    100           3,915   

Neuberger Berman Genesis Fund – Institutional Class

    100           5,463   

Nicholas Fund, Inc.

    50           3,031   

Oakmark International Fund – Institutional Class

    150           3,318   

Oakmark International Small Cap Fund – Institutional Class

    150           2,174   

Oakmark Select Fund – Institutional Class

    150           6,142   

Oppenheimer Mid Cap Value Fund – Class Y

    100           5,052   

Perkins Mid Cap Value Fund – Class T

    200           3,386   

PRIMECAP Odyssey Aggressive Growth Fund

    100           3,378   

Principal SmallCap Growth Fund I – Institutional Class

    200           2,226   

Royce Low-Priced Stock Fund – Investment Class

    150           1,196   

Royce Premier Fund – Investment Class

    300           4,731   

Royce Small-Cap Value Fund – Institutional Class

    100           908   

Royce Special Equity Fund – Investment Class

    100           2,030   

Royce Special Equity Fund – Institutional Class

    150           3,024   

T. Rowe Price International Discovery Fund

    150           8,359   

T. Rowe Price Mid-Cap Growth Fund

    100           7,473   

T. Rowe Price New Horizons Fund

    100           4,400   

T. Rowe Price Small-Cap Value Fund

    100           4,059   

Third Avenue Value Fund – Institutional Class

    335           17,171   

Thornburg Value Fund – Institutional Class

    100           5,461   

TIAA-CREF International Equity Fund – Institutional Class

    100           1,059   

Touchstone Sands Capital Select Growth Fund – Class Y

    100           1,614   

Tweedy Browne Global Value Fund

    150           3,777   

Vanguard Strategic Equity Fund – Investor Class

    100           2,943   

Victory RS Small Cap Growth Fund – Class Y

    100           6,245   

Wasatch Emerging Markets Small Cap Fund

    1,000           2,620   

Wasatch International Growth Fund – Investor Class

    150           4,542   
      

 

 

 

TOTAL MUTUAL FUNDS LESS THAN 1% OF THE SOUND
MIND INVESTING FUND’S NET ASSETS (Cost $1,249,853)

   

       1,262,297   
      

 

 

 

TOTAL MUTUAL FUNDS (Cost $148,237,656)

         150,186,048   
      

 

 

 

 

See accompanying notes which are an integral part of these financial statements.

 

20


 

SOUND MIND INVESTING FUND

SCHEDULE OF INVESTMENTS

October 31, 2016 – (Continued)

 

 

 

Exchange-Traded Funds 22.64%   Shares        Fair Value  

PowerShares High Yield Equity Dividend Achievers Portfolio (a)

    1,275,500         $ 19,795,760   

PowerShares S&P 500 High Dividend Low Volatility Portfolio

    383,500           14,461,785   

WisdomTree SmallCap Dividend ETF

    136,000           9,812,400   
      

 

 

 

TOTAL EXCHANGE-TRADED FUNDS (Cost $41,373,406)

         44,069,945   
      

 

 

 

Money Market Securities 0.25%

      

Fidelity Investments Government Money Market Portfolio – Institutional Class, 0.31% (c)

    496,793           496,793   
      

 

 

 

TOTAL MONEY MARKET SECURITIES (Cost $496,793)

         496,793   
      

 

 

 

TOTAL INVESTMENTS – 100.04% (Cost $190,107,855)

       $ 194,752,786   
      

 

 

 

Liabilities in Excess of Other Assets – (0.04)%

         (74,744
      

 

 

 

NET ASSETS – 100.00%

       $ 194,678,042   
      

 

 

 

 

(a) In accordance with the Investment Company Act of 1940, as amended (the “1940 Act”) an issuer of any investment company security purchased or acquired by a registered investment company shall not be obligated to redeem such security in an amount exceeding 1 per centum of such issuer’s total outstanding shares during any period of less than thirty days. As of October 31, 2016, the fair value, based on readily available market values and calculated based on the total assets, of such securities held by the Fund was $36,557,559 or 18.78% of net assets.
(b) Small investments are occasionally retained in mutual funds that are closed to new investment, or in the manager’s opinion are at risk to close, so as to allow the Fund the flexibility to reinvest in these funds in the future.
(c) Rate disclosed is the seven day effective yield as of October 31, 2016.
  * Non-income producing security.
ETF – Exchange-Traded Fund

 

See accompanying notes which are an integral part of these financial statements.

 

21


 

SMI CONSERVATIVE ALLOCATION FUND

SCHEDULE OF INVESTMENTS

October 31, 2016

 

 

 

Exchange-Traded Funds – 59.04%   Shares        Fair Value  

iShares 20+ Year Treasury Bond ETF

    14,250         $ 1,870,313   

iShares iBoxx $ Investment Grade Corporate Bond ETF

    14,300           1,730,014   

PowerShares DB Gold Fund ETF *

    83,400           3,444,420   

SPDR S&P 500 ETF

    17,100           3,634,605   
      

 

 

 

TOTAL EXCHANGE-TRADED FUNDS (Cost $10,643,714)

         10,679,352   
      

 

 

 

Mutual Funds – 40.31%

      

Scout Core Plus Bond Fund – Institutional Class

    56,889           1,867,093   

Scout Unconstrained Bond Fund – Institutional Class

    232,535           2,741,587   

Vanguard High-Yield Corporate Fund – Admiral Class

    145,051           850,000   

Vanguard Intermediate-Term Bond Index Fund – Admiral Class

    78,284           917,493   

Vanguard Short-Term Bond Index Fund – Admiral Class

    86,730           915,000   
      

 

 

 

TOTAL MUTUAL FUNDS (Cost $7,239,827)

         7,291,173   
      

 

 

 

Money Market Securities – 0.09%

      

Fidelity Investment Government Money Market Portfolio – Institutional Class, 0.31% (a)

    16,281           16,281   
      

 

 

 

TOTAL MONEY MARKET SECURITIES (Cost $16,281)

         16,281   
      

 

 

 

TOTAL INVESTMENTS – 99.44% (Cost $17,899,822)

       $ 17,986,806   
      

 

 

 

Other Assets in Excess of Liabilities – 0.56%

         101,918   
      

 

 

 

NET ASSETS – 100.00%

       $ 18,088,724   
      

 

 

 

 

(a) Rate disclosed is the seven day effective yield as of October 31, 2016.
  * Non-income producing security.
ETF – Exchange-Traded Fund
SPDR Standard & Poor’s Depositary Receipts

 

See accompanying notes which are an integral part of these financial statements.

 

22


 

SMI DYNAMIC ALLOCATION FUND

SCHEDULE OF INVESTMENTS

October 31, 2016

 

 

 

Exchange-Traded Funds – 92.13%   Shares        Fair Value  

iShares 20+ Year Treasury Bond ETF

    226,700         $ 29,754,375   

iShares iBoxx $ Investment Grade Corporate Bond ETF

    252,200           30,511,156   

PowerShares DB Gold Fund ETF (a)*

    1,093,000           45,140,900   

SPDR S&P 500 ETF (a)

    285,800           60,746,790   

Vanguard Intermediate-Term Bond ETF

    600           51,990   
      

 

 

 

TOTAL EXCHANGE-TRADED FUNDS (Cost $166,224,719)

         166,205,211   
      

 

 

 

Mutual Funds – 3.11%

      

First Eagle Gold Fund – Institutional Class*

    305,216           5,609,878   
      

 

 

 

TOTAL MUTUAL FUNDS (Cost $5,500,000)

         5,609,878   
      

 

 

 

Money Market Securities – 4.80%

      

Fidelity Investments Government Money Market Portfolio – Institutional Class, 0.31% (b)

    8,666,906           8,666,906   
      

 

 

 

TOTAL MONEY MARKET SECURITIES (Cost $8,666,906)

         8,666,906   
      

 

 

 

TOTAL INVESTMENTS – 100.04% (Cost $180,391,625)

       $ 180,481,995   
      

 

 

 

Liabilities in Excess of Other Assets – (0.04)%

         (78,041
      

 

 

 

NET ASSETS – 100.00%

       $ 180,403,954   
      

 

 

 

 

(a) Represents an investment greater than 25% of the Fund’s net assets. Performance of the Fund may be adversely impacted by concentrated investments in securities. The financial statements and portfolio holdings for these securities can be found at www.sec.gov. As of October 31, 2016, the percentage of net assets invested in PowerShares DB Gold Fund ETF and SPDR S&P 500 ETF were 25% and 34%, respectively, of the Fund.
(b) Rate disclosed is the seven day effective yield as of October 31, 2016.
  * Non-income producing security.
ETF – Exchange-Traded Fund
SPDR – Standard & Poor’s Depositary Receipts

 

See accompanying notes which are an integral part of these financial statements.

 

23


 

SMI BOND FUND

SCHEDULE OF INVESTMENTS

October 31, 2016

 

 

 

Mutual Funds – 100.03%   Shares        Fair Value  

Scout Core Plus Bond Fund – Institutional Class (a)

    60,348         $ 1,980,627   

Scout Unconstrained Bond Fund – Institutional Class (a)

    247,492           2,917,932   

Vanguard High-Yield Corporate Fund – Admiral Class

    138,225           810,000   

Vanguard Intermediate-Term Bond Index Fund – Admiral Class

    76,108           891,983   

Vanguard Short-Term Bond Index Fund – Admiral Class

    91,469           965,000   
      

 

 

 

TOTAL MUTUAL FUNDS (Cost $7,511,894)

         7,565,542   
      

 

 

 

Money Market Securities – 0.81%

      

Fidelity Investments Government Money Market Portfolio – Institutional Class, 0.31% (b)

    61,259           61,259   
      

 

 

 

TOTAL MONEY MARKET SECURITIES (Cost $61,259)

         61,259   
      

 

 

 

TOTAL INVESTMENTS – 100.84% (Cost $7,573,153)

       $ 7,626,801   
      

 

 

 

Liabilities in Excess of Other Assets – (0.84)%

         (63,421
      

 

 

 

NET ASSETS – 100.00%

       $ 7,563,380   
      

 

 

 

 

(a) Represents an investment greater than 25% of the Fund’s net assets. Performance of the Fund may be adversely impacted by concentrated investments in securities. The financial statements and portfolio holdings for these securities can be found at www.sec.gov. As of October 31, 2016, the percentage of net assets invested in Scout Core Plus Bond Fund and Scout Unconstrained Bond Fund were 26% and 39%, respectively, of the Fund.
(b) Rate disclosed is the seven day effective yield as of October 31, 2016.

 

See accompanying notes which are an integral part of these financial statements.

 

24


 

SMI 50/40/10 FUND

SCHEDULE OF INVESTMENTS

October 31, 2016

 

 

 

Exchange-Traded Funds – 57.65%   Shares        Fair Value  

iShares 20+ Year Treasury Bond ETF

    11,725         $ 1,538,906   

iShares iBoxx $ Investment Grade Corporate Bond ETF

    12,560           1,519,509   

PowerShares DB Gold Fund ETF *

    74,130           3,061,569   

PowerShares High Yield Equity Dividend Achievers Portfolio

    49,100           762,032   

PowerShares S&P 500 High Dividend Low Volatility Portfolio

    17,500           659,925   

SPDR S&P 500 ETF

    14,325           3,044,779   
      

 

 

 

TOTAL EXCHANGE-TRADED FUNDS (Cost $10,437,894)

  

       10,586,720   
      

 

 

 

Mutual Funds – 43.27%

      

Aegis Value Fund, Inc.

    61,625           924,382   

American Century Equity Income Fund – Investor Class

    46,934           416,309   

Artisan Value Fund – Advisor Class

    51,298           657,636   

Fidelity OTC Portfolio

    5,556           467,309   

Fidelity Select Semiconductors Portfolio

    15,116           1,363,047   

Hodges Fund – Retail Class

    4,565           189,672   

Longleaf Partners International Fund

    57,118           788,232   

Loomis Sayles Growth Fund – Class Y

    59,918           739,986   

Manning & Napier International Series Fund – Institutional Class

    37,364           381,484   

Oppenheimer International Small-Mid Company Fund – Class Y

    100           3,767   

PRIMECAP Odyssey Aggressive Growth Fund

    16,916           571,412   

ProFunds Semiconductor UltraSector – Investor Class (a)

    16,829           598,429   

Towle Deep Value Fund

    15,074           247,512   

Virtus Small-Cap Sustainable Growth Fund – Institutional Class

    31,042           593,528   

Wasatch International Growth Fund – Investor Class *

    100           3,028   
      

 

 

 

TOTAL MUTUAL FUNDS (Cost $7,842,366)

  

       7,945,733   
      

 

 

 

Money Market Securities – 0.55%

      

Fidelity Investments Government Money Market Portfolio – Institutional Class, 0.31% (b)

    100,076           100,076   
      

 

 

 

TOTAL MONEY MARKET SECURITIES (Cost $100,076)

  

       100,076   
      

 

 

 

TOTAL INVESTMENTS – 101.47% (Cost $18,380,336)

  

     $ 18,632,529   
      

 

 

 

Liabilities in Excess of Other Assets – (1.47)%

  

       (269,979
      

 

 

 

NET ASSETS – 100.00%

  

     $ 18,362,550   
      

 

 

 

 

See accompanying notes which are an integral part of these financial statements.

 

25


 

SMI 50/40/10 FUND

SCHEDULE OF INVESTMENTS

October 31, 2016 – (Continued)

 

 

 

 

 

(a) In accordance with the 1940 Act an issuer of any investment company security purchased or acquired by a registered investment company shall not be obligated to redeem such security in an amount exceeding 1 per centum of such issuer’s total outstanding shares during any period of less than thirty days. As of October 31, 2016, the fair value, based on readily available market values and calculated based on the total assets, of such securities held by the Fund was $257,095 or 1.40% of net assets.
(b) Rate disclosed is the seven day effective yield as of October 31, 2016.
  * Non-income producing security.
ETF – Exchange-Traded Fund
SPDR Standard & Poor’s Depositary Receipts

 

See accompanying notes which are an integral part of these financial statements.

 

26


 

SMI FUNDS

STATEMENTS OF ASSETS AND LIABILITIES

October 31, 2016

 

 

 

     Sound Mind
Investing Fund
    SMI Conservative
Allocation Fund
    SMI Dynamic
Allocation Fund
 

Assets

      

Investment in securities:

      

At cost

   $ 190,107,855      $ 17,899,822      $ 180,391,625   
  

 

 

   

 

 

   

 

 

 

At fair value

   $ 194,752,786      $ 17,986,806      $ 180,481,995   

Cash

            1,354          

Receivable for investments sold

     1,049,944        2,694,409          

Receivable for fund shares sold

     97,357        4,950        98,104   

Dividend receivable

     508        3,781        2,444   

Prepaid expenses

     37,166        6,769        28,077   
  

 

 

   

 

 

   

 

 

 

Total Assets

     195,937,761        20,698,069        180,610,620   
  

 

 

   

 

 

   

 

 

 

Liabilities

      

Payable for investments purchased

     900,000        2,565,000          

Payable for fund shares redeemed

     148,662        12,020        17,500   

Payable to Adviser

     168,311        10,154        154,158   

Payable to administrator, fund accountant, and transfer agent

     9,093        979        6,937   

Payable to trustees

     787        232        720   

Other accrued expenses

     32,866        20,960        27,351   
  

 

 

   

 

 

   

 

 

 

Total Liabilities

     1,259,719        2,609,345        206,666   
  

 

 

   

 

 

   

 

 

 

Net Assets

   $ 194,678,042      $ 18,088,724      $ 180,403,954   
  

 

 

   

 

 

   

 

 

 

Net Assets consist of:

      

Paid-in capital

   $ 193,683,104      $ 18,415,486      $ 185,155,727   

Accumulated undistributed net investment income (loss)

     (288,843     92,021        213,474   

Accumulated undistributed net realized gain (loss) from investment transactions

     (3,361,150     (505,767     (5,055,617

Net unrealized appreciation on investment securities

     4,644,931        86,984        90,370   
  

 

 

   

 

 

   

 

 

 

Net Assets

   $ 194,678,042      $ 18,088,724      $ 180,403,954   
  

 

 

   

 

 

   

 

 

 

Shares outstanding (unlimited number of shares authorized, no par value)

     18,909,521        1,909,207        16,515,768   
  

 

 

   

 

 

   

 

 

 

Net asset value (“NAV”) and offering price per share

   $ 10.30      $ 9.47      $ 10.92   
  

 

 

   

 

 

   

 

 

 

Redemption price per share (NAV * 98%) (a)

   $ 10.09      $ 9.28      $ 10.70   
  

 

 

   

 

 

   

 

 

 

 

(a) The Funds charge a 2% redemption fee on shares redeemed within 60 days of purchase. Shares are redeemed at the NAV if held longer than 60 days.

 

See accompanying notes which are an integral part of these financial statements.

 

27


 

SMI FUNDS

STATEMENTS OF ASSETS AND LIABILITIES

October 31, 2016 – (Continued)

 

 

 

     SMI
Bond Fund
    SMI
50/40/10 Fund
 

Assets

    

Investment in securities:

    

At cost

   $ 7,573,153      $ 18,380,336   
  

 

 

   

 

 

 

At fair value

   $ 7,626,801      $ 18,632,529   

Cash

     1,364          

Receivable for investments sold

     2,689,163          

Receivable for fund shares sold

     712        970   

Dividend receivable

     3,883        81   

Receivable from Adviser

     3,141          

Prepaid expenses

     11,213        12,916   
  

 

 

   

 

 

 

Total Assets

     10,336,277        18,646,496   
  

 

 

   

 

 

 

Liabilities

    

Payable for investments purchased

     2,685,000          

Payable for fund shares redeemed

     66,867        248,837   

Payable for distributions to shareholders

     82          

Payable to Adviser

            12,445   

Payable to administrator, fund accountant, and transfer agent

     370        1,009   

Payable to trustees

     190        229   

Other accrued expenses

     20,388        21,426   
  

 

 

   

 

 

 

Total Liabilities

     2,772,897        283,946   
  

 

 

   

 

 

 

Net Assets

   $ 7,563,380      $ 18,362,550   
  

 

 

   

 

 

 

Net Assets consist of:

    

Paid-in capital

   $ 7,524,859      $ 18,974,044   

Accumulated undistributed net investment income (loss)

            (10,640

Accumulated undistributed net realized gain (loss) from investment transactions

     (15,127     (853,047

Net unrealized appreciation on investment securities

     53,648        252,193   
  

 

 

   

 

 

 

Net Assets

   $ 7,563,380      $ 18,362,550   
  

 

 

   

 

 

 

Shares outstanding (unlimited number of shares authorized, no par value)

     763,744        1,979,590   
  

 

 

   

 

 

 

Net asset value (“NAV”) and offering price per share

   $ 9.90      $ 9.28   
  

 

 

   

 

 

 

Redemption price per share (NAV * 98%) (a)

   $ 9.70      $ 9.09   
  

 

 

   

 

 

 

 

(a) The Funds charge a 2% redemption fee on shares redeemed within 60 days of purchase. Shares are redeemed at the NAV if held longer than 60 days.

 

See accompanying notes which are an integral part of these financial statements.

 

28


 

SMI FUNDS

STATEMENTS OF OPERATIONS

For the Year Ended October 31, 2016

 

 

 

     Sound Mind
Investing Fund
    SMI Conservative
Allocation Fund
    SMI Dynamic
Allocation Fund
 

Investment Income

      

Dividend income

   $ 2,709,254      $ 438,731      $ 3,653,398   
  

 

 

   

 

 

   

 

 

 

Total investment income

     2,709,254        438,731        3,653,398   
  

 

 

   

 

 

   

 

 

 

Expenses

      

Investment Adviser

     2,071,995        177,909        1,875,182   

Administration

     47,344        4,555        43,162   

Fund accounting

     27,048        2,602        24,656   

Transfer agent

     35,512        4,510        15,315   

Custodian

     17,033        4,121        9,972   

Chief Compliance Officer

     10,800        10,800        10,800   

Trustee

     9,328        5,472        8,932   

Legal

     19,209        18,037        19,093   

Audit

     16,800        16,800        16,800   

Printing

     32,795        3,430        27,704   

Registration

     30,941        28,553        42,365   

Miscellaneous

     72,292        19,738        54,918   

Line of credit

     7,259        735        6,776   

Interest expense

     53        649        1,266   
  

 

 

   

 

 

   

 

 

 

Total expenses

     2,398,409        297,911        2,156,941   

Fees waived by Adviser

            (69,388       
  

 

 

   

 

 

   

 

 

 

Net operating expenses

     2,398,409        228,523        2,156,941   
  

 

 

   

 

 

   

 

 

 

Net investment income

     310,845        210,208        1,496,457   
  

 

 

   

 

 

   

 

 

 

Net Realized and Unrealized Gain (Loss) on Investments

      

Long term capital gain dividends from investment companies

     9,201,713        15,711        28,483   

Net realized gain (loss) on investment transactions

     (11,925,406     162,196        3,992,962   

Net change in unrealized appreciation (depreciation) on investments

     2,869,366        (145,072     (4,268,680
  

 

 

   

 

 

   

 

 

 

Net realized and unrealized gain (loss) on investments

     145,673        32,835        (247,235
  

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from operations

   $ 456,518      $ 243,043      $ 1,249,222   
  

 

 

   

 

 

   

 

 

 

 

See accompanying notes which are an integral part of these financial statements.

 

29


 

SMI FUNDS

STATEMENTS OF OPERATIONS

For the Year Ended October 31, 2016 – (Continued)

 

 

 

    SMI
Bond Fund
    SMI
50/40/10 Fund
 

Investment Income

   

Dividend income

  $ 200,085      $ 296,612   
 

 

 

   

 

 

 

Total investment income

    200,085        296,612   
 

 

 

   

 

 

 

Expenses

   

Investment Adviser

    58,715        168,695   

Administration

    1,819        3,857   

Fund accounting

    1,037        2,200   

Transfer agent

    1,205        5,289   

Custodian

    2,795        2,982   

Chief Compliance Officer

    10,800        10,800   

Trustee

    5,258        5,435   

Legal

    17,872        18,416   

Audit

    13,800        13,800   

Printing

    2,535        3,740   

Registration

    21,813        23,326   

Offering

    19,988        20,047   

Miscellaneous

    15,304        18,321   

Line of credit

    248        477   

Interest expense

    205        85   
 

 

 

   

 

 

 

Total expenses

    173,394        297,470   

Fees waived by Adviser

    (104,545     (52,177

Fees waived by the Administrator

    (1,833       
 

 

 

   

 

 

 

Net operating expenses

    67,016        245,293   
 

 

 

   

 

 

 

Net investment income

    133,069        51,319   
 

 

 

   

 

 

 

Net Realized and Unrealized Gain (Loss) on Investments

   

Long term capital gain dividends from investment companies

    11,219        197,740   

Net realized gain (loss) on investment transactions

    19,978        (14,481

Net change in unrealized appreciation (depreciation) on investments

    96,790        47,753   
 

 

 

   

 

 

 

Net realized and unrealized gain (loss) on investments

    127,987        231,012   
 

 

 

   

 

 

 

Net increase in net assets resulting from operations

  $ 261,056      $ 282,331   
 

 

 

   

 

 

 

 

See accompanying notes which are an integral part of these financial statements.

 

30


 

SOUND MIND INVESTING FUND

STATEMENTS OF CHANGES IN NET ASSETS

 

 

 

     Year Ended
October 31, 2016
    Year Ended
October 31, 2015
 

Decrease in Net Assets due to:

    

Operations

    

Net investment income (loss)

   $ 310,845      $ (1,516,121

Long term capital gain dividends from investment companies

     9,201,713        12,375,953   

Net realized gain (loss) on investment transactions

     (11,925,406     18,464,087   

Net change in unrealized appreciation (depreciation) on investments

     2,869,366        (27,522,080
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

     456,518        1,801,839   
  

 

 

   

 

 

 

Distributions From:

    

Net investment income

            (1,347,114

Net realized gains

     (28,684,023     (43,665,598
  

 

 

   

 

 

 

Total distributions

     (28,684,023     (45,012,712
  

 

 

   

 

 

 

Capital Transactions

    

Proceeds from shares sold

     12,910,740        20,805,833   

Proceeds from redemption fees (a)

     6,288        8,051   

Reinvestment of distributions

     27,898,432        44,074,918   

Amount paid for shares redeemed

     (45,249,201     (77,008,628
  

 

 

   

 

 

 

Net decrease in net assets resulting from capital transactions

     (4,433,741     (12,119,826
  

 

 

   

 

 

 

Total Decrease in Net Assets

     (32,661,246     (55,330,699
  

 

 

   

 

 

 

Net Assets

    

Beginning of year

     227,339,288        282,669,987   
  

 

 

   

 

 

 

End of year

   $ 194,678,042      $ 227,339,288   
  

 

 

   

 

 

 

Accumulated net investment loss included in net assets at end of year

   $ (288,843   $ (1,333,296
  

 

 

   

 

 

 

Share Transactions

    

Shares sold

     1,270,281        1,669,832   

Shares issued in reinvestment of distributions

     2,727,119        3,648,586   

Shares redeemed

     (4,414,628     (6,270,705
  

 

 

   

 

 

 

Net decrease in shares outstanding

     (417,228     (952,287
  

 

 

   

 

 

 

 

(a) The Fund charges a 2% redemption fee on shares redeemed within 60 days of purchase. Shares are redeemed at the NAV if held longer than 60 days.

 

See accompanying notes which are an integral part of these financial statements.

 

31


 

SMI CONSERVATIVE ALLOCATION FUND

STATEMENTS OF CHANGES IN NET ASSETS

 

 

 

     Year Ended
October 31, 2016
    Year Ended
October 31, 2015
 

Decrease in Net Assets due to:

    

Operations

    

Net investment income

   $ 210,208      $ 221,588   

Long term capital gain dividends from investment companies

     15,711        711,659   

Net realized gain (loss) on investment transactions and swap contracts

     162,196        (763,305

Net change in unrealized appreciation (depreciation) on investments and swap contracts

     (145,072     (1,236,357
  

 

 

   

 

 

 

Net decrease in net assets resulting from operations

     243,043        (1,066,415
  

 

 

   

 

 

 

Distributions From:

    

Net investment income

     (217,790     (234,212

Net realized gains

     (438,679     (3,459,165
  

 

 

   

 

 

 

Total distributions

     (656,469     (3,693,377
  

 

 

   

 

 

 

Capital Transactions

    

Proceeds from shares sold

     2,198,797        6,964,005   

Proceeds from redemption fees (a)

     1,821        2,295   

Reinvestment of distributions

     644,375        3,636,441   

Amount paid for shares redeemed

     (6,545,564     (14,246,135
  

 

 

   

 

 

 

Net decrease in net assets resulting from capital transactions

     (3,700,571     (3,643,394
  

 

 

   

 

 

 

Total Decrease in Net Assets

     (4,113,997     (8,403,186
  

 

 

   

 

 

 

Net Assets

    

Beginning of year

     22,202,721        30,605,907   
  

 

 

   

 

 

 

End of year

   $ 18,088,724      $ 22,202,721   
  

 

 

   

 

 

 

Accumulated net investment income included in net assets at end of period

   $ 92,021      $ 76,248   
  

 

 

   

 

 

 

Share Transactions

    

Shares sold

     234,592        676,358   

Shares issued in reinvestment of distributions

     69,512        353,052   

Shares redeemed

     (695,959     (1,385,789
  

 

 

   

 

 

 

Net decrease in shares outstanding

     (391,855     (356,379
  

 

 

   

 

 

 

 

(a) The Fund charges a 2% redemption fee on shares redeemed within 60 days of purchase. Shares are redeemed at the NAV if held longer than 60 days.

 

See accompanying notes which are an integral part of these financial statements.

 

32


 

SMI DYNAMIC ALLOCATION FUND

STATEMENTS OF CHANGES IN NET ASSETS

 

 

 

     Year Ended
October 31, 2016
    Year Ended
October 31, 2015
 

Increase (Decrease) in Net Assets due to:

    

Operations

    

Net investment income

   $ 1,496,457      $ 3,105,038   

Long term capital gain dividends from investment companies

     28,483        3,376   

Net realized gain (loss) on investment transactions

     3,992,962        (9,671,547

Net change in unrealized appreciation (depreciation) on investments

     (4,268,680     (5,577,797
  

 

 

   

 

 

 

Net decrease in net assets resulting from operations

     1,249,222        (12,140,930
  

 

 

   

 

 

 

Distributions From:

    

Net investment income

     (2,361,609     (3,044,696

Net realized gains

            (1,173,745
  

 

 

   

 

 

 

Total distributions

     (2,361,609     (4,218,441
  

 

 

   

 

 

 

Capital Transactions

    

Proceeds from shares sold

     20,009,885        97,034,317   

Proceeds from redemption fees (a)

     4,923        8,043   

Reinvestment of distributions

     2,304,657        4,160,062   

Amount paid for shares redeemed

     (38,342,055     (34,306,667
  

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from capital transactions

     (16,022,590     66,895,755   
  

 

 

   

 

 

 

Total Increase (Decrease) in Net Assets

     (17,134,977     50,536,384   
  

 

 

   

 

 

 

Net Assets

    

Beginning of year

     197,538,931        147,002,547   
  

 

 

   

 

 

 

End of year

   $ 180,403,954      $ 197,538,931   
  

 

 

   

 

 

 

Accumulated net investment income included in net assets at end of year

   $ 213,474      $ 1,049,699   
  

 

 

   

 

 

 

Share Transactions

    

Shares sold

     1,838,944        8,126,323   

Shares issued in reinvestment of distributions

     212,607        346,672   

Shares redeemed

     (3,515,353     (2,940,748
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding

     (1,463,802     5,532,247   
  

 

 

   

 

 

 

 

(a) The Fund charges a 2% redemption fee on shares redeemed within 60 days of purchase. Shares are redeemed at the NAV if held longer than 60 days.

 

See accompanying notes which are an integral part of these financial statements.

 

33


 

SMI BOND FUND

STATEMENTS OF CHANGES IN NET ASSETS

 

 

 

     Year Ended
October 31, 2016
    For the Period
Ended
October 31, 2015 (a)
 

Increase (Decrease) in Net Assets due to:

    

Operations

    

Net investment income

   $ 133,069      $ 2,420   

Long term capital gain dividends from investment companies

     11,219          

Net realized gain (loss) on investment transactions

     19,978        (27,336

Net change in unrealized appreciation (depreciation) on investments

     96,790        (43,142
  

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from operations

     261,056        (68,058
  

 

 

   

 

 

 

Distributions From:

    

Net investment income

     (152,352     (2,960
  

 

 

   

 

 

 

Total distributions

     (152,352     (2,960
  

 

 

   

 

 

 

Capital Transactions

    

Proceeds from shares sold

     3,264,713        7,595,456   

Proceeds from redemption fees (b)

     1,930        676   

Reinvestment of distributions

     150,481        2,894   

Amount paid for shares redeemed

     (2,716,700     (773,756
  

 

 

   

 

 

 

Net increase in net assets resulting from capital transactions

     700,424        6,825,270   
  

 

 

   

 

 

 

Total Increase in Net Assets

     809,128        6,754,252   
  

 

 

   

 

 

 

Net Assets

    

Beginning of period

     6,754,252          
  

 

 

   

 

 

 

End of period

   $ 7,563,380      $ 6,754,252   
  

 

 

   

 

 

 

Accumulated net investment income (loss) included in net assets at end of period

   $      $   
  

 

 

   

 

 

 

Share Transactions

    

Shares sold

     334,341        766,917   

Shares issued in reinvestment of distributions

     15,382        293   

Shares redeemed

     (274,716     (78,473
  

 

 

   

 

 

 

Net increase in shares outstanding

     75,007        688,737   
  

 

 

   

 

 

 

 

(a) For the period April 28, 2015 (commencement of operations) through October 31, 2015.
(b) The Fund charges a 2% redemption fee on shares redeemed within 60 days of purchase. Shares are redeemed at the NAV if held longer than 60 days.

 

See accompanying notes which are an integral part of these financial statements.

 

34


 

SMI 50/40/10 FUND

STATEMENTS OF CHANGES IN NET ASSETS

 

 

 

     Year Ended
October 31, 2016
    For the Period
Ended
October 31, 2015 (a)
 

Increase (Decrease) in Net Assets due to:

    

Operations

    

Net investment income (loss)

   $ 51,319      $ (4,088

Long term capital gain dividends from investment companies

     197,740          

Net realized (loss) on investment transactions

     (14,481     (1,024,798

Net change in unrealized appreciation on investments

     47,753        204,440   
  

 

 

   

 

 

 

Net decrease in net assets resulting from operations

     282,331        (824,446
  

 

 

   

 

 

 

Distributions From:

    

Net investment income

     (91,435       
  

 

 

   

 

 

 

Total distributions

     (91,435       
  

 

 

   

 

 

 

Capital Transactions

    

Proceeds from shares sold

     7,981,856        14,865,557   

Proceeds from redemption fees (b)

     310        16   

Reinvestment of distributions

     89,150          

Amount paid for shares redeemed

     (3,046,187     (894,602
  

 

 

   

 

 

 

Net increase in net assets resulting from capital transactions

     5,025,129        13,970,971   
  

 

 

   

 

 

 

Total Increase in Net Assets

     5,216,025        13,146,525   
  

 

 

   

 

 

 

Net Assets

    

Beginning of period

     13,146,525          
  

 

 

   

 

 

 

End of period

   $ 18,362,550      $ 13,146,525   
  

 

 

   

 

 

 

Accumulated net investment loss included in net assets at end of period

   $ (10,640   $ (4,088
  

 

 

   

 

 

 

Share Transactions

    

Shares sold

     876,455        1,522,749   

Shares issued in reinvestment of distributions

     9,764          

Shares redeemed

     (334,897     (94,481
  

 

 

   

 

 

 

Net increase in shares outstanding

     551,322        1,428,268   
  

 

 

   

 

 

 

 

(a) For the period April 29, 2015 (commencement of operations) through October 31, 2015.
(b) The Fund charges a 2% redemption fee on shares redeemed within 60 days of purchase. Shares are redeemed at the NAV if held longer than 60 days.

 

See accompanying notes which are an integral part of these financial statements.

 

35


 

SOUND MIND INVESTING FUND

FINANCIAL HIGHLIGHTS

(For a share outstanding during each year)

 

 

 

     Year Ended
October 31,
2016
 

Selected Per Share Data:

  

Net asset value, beginning of year

   $ 11.76   
  

 

 

 

Income from investment operations:

  

Net investment income (loss)(a)

     0.01   

Net realized and unrealized gain

     0.04 (b) 
  

 

 

 

Total from investment operations

     0.05   
  

 

 

 

Less Distributions to Shareholders:

  

From net investment income

       

From net realized gain

     (1.51
  

 

 

 

Total distributions

     (1.51
  

 

 

 

Paid in capital from redemption fees(d)

       
  

 

 

 

Net asset value, end of year

   $ 10.30   
  

 

 

 

Total Return(e)

     0.55

Ratios and Supplemental Data:

  

Net assets, end of year (000)

   $     194,678   

Ratio of expenses to average net assets(f)(g)

     1.15 % 

Ratio of net investment income (loss) to average net assets(a)(h)

     0.15

Portfolio turnover rate

     131.40

 

(a) 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.
(b) The amount shown for a share outstanding throughout the year does not accord with the change in aggregate gains and losses in the portfolio of securities during the year because of the timing of sales and purchases of fund shares in relation to fluctuating market values during the year.
(c) Resulted in less than $0.005 per share.
(d) Redemption fee resulted in less than $0.005 per share.
(e) Total return in the above table represents the rate that an investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends.
(f) These ratios exclude the impact of expenses of the underlying funds in which the Fund invests as represented in the Schedule of Investments.
(g) These ratios do not include the effects of other expenses refunded by the underlying funds in which the Fund invests or line of credit interest expense and borrowing costs. If these refunds and borrowing costs had been included, the ratio of expenses to average net assets would have been 1.16%, 1.14%, 1.09%, 1.17%, and 1.15% for the years ended October 31, 2016, October 31, 2015, October 31, 2014, October 31, 2013, and October 31, 2012, respectively.
(h) This ratio is presented net of expenses and/or expenses refunded by the underlying funds in which the Fund invests.

 

See accompanying notes which are an integral part of these financial statements.

 

36


 

SOUND MIND INVESTING FUND

FINANCIAL HIGHLIGHTS

(For a share outstanding during each year) – (Continued)

 

 

 

Year Ended
October 31,
2015
    Year Ended
October 31,
2014
    Year Ended
October 31,
2013
    Year Ended
October 31,
2012
 
     
$ 13.94      $ 14.47      $ 11.36      $ 10.74   

 

 

   

 

 

   

 

 

   

 

 

 
     
  (0.08     (0.09     (0.05       
  0.16        1.12        3.66        0.62   

 

 

   

 

 

   

 

 

   

 

 

 
  0.08        1.03        3.61        0.62   

 

 

   

 

 

   

 

 

   

 

 

 
     
  (0.07     (0.05     (c)        
  (2.19     (1.51     (0.50       

 

 

   

 

 

   

 

 

   

 

 

 
  (2.26     (1.56     (0.50       

 

 

   

 

 

   

 

 

   

 

 

 
                         

 

 

   

 

 

   

 

 

   

 

 

 
$ 11.76      $ 13.94      $ 14.47      $ 11.36   

 

 

   

 

 

   

 

 

   

 

 

 
  0.16     7.38     33.01     5.77
     
$     227,339      $     282,670      $     293,035      $     272,092   
  1.13 %      1.11 %      1.17 %      1.15 % 
  (0.59 )%      (0.64 )%      (0.41 )%      0.00
  216.17     135.60     93.59     187.39

 

See accompanying notes which are an integral part of these financial statements.

 

37


 

SMI CONSERVATIVE ALLOCATION FUND

FINANCIAL HIGHLIGHTS

(For a share outstanding during each year)

 

 

 

     Year Ended
October 31,
2016
 

Selected Per Share Data:

  

Net asset value, beginning of year

   $ 9.65   
  

 

 

 

Income from investment operations:

  

Net investment income (loss)(a)

     0.10   

Net realized and unrealized gain (loss)

     0.02 (b) 
  

 

 

 

Total from investment operations

     0.12   
  

 

 

 

Less Distributions to Shareholders:

  

From net investment income

     (0.10

From net realized gain

     (0.20
  

 

 

 

Total distributions

     (0.30
  

 

 

 

Paid in capital from redemption fees(c)

       
  

 

 

 

Net asset value, end of year

   $ 9.47   
  

 

 

 

Total Return(d)

     1.30

Ratios and Supplemental Data:

  

Net assets, end of year (000)

   $ 18,089   

Ratio of expenses to average net assets(e)

     1.15 %(f) 

Ratio of expenses to average net assets before waiver and reimbursement(e)

     1.51

Ratio of net investment income (loss) to average net assets(a)(g)

     1.06

Portfolio turnover rate

     203.11

 

(a) 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.
(b) The amount shown for a share outstanding throughout the year does not accord with the change in aggregate gains and losses in the portfolio of securities during the year because of the timing of sales and purchases of fund shares in relation to fluctuating market values during the year.
(c) Redemption fees resulted in less than $0.005 per share.
(d) Total return in the above table represents the rate that an investor would have earned on an investment in the Fund, assuming reinvestment of dividends.
(e) These ratios exclude the impact of expenses of the underlying funds in which the Fund may invest, as represented in the Schedule of Investments.
(f) These ratios do not include the effects of other expenses refunded by the underlying funds in which the Fund invests or line of credit interest expense and borrowing costs. If these refunds and borrowing costs had been included, the ratio of expenses to average net assets would have been 1.16%, 1.16%, 1.13%, and 1.14% for the years ended October 31, 2016, October 31, 2015, October 31, 2014 and October 31, 2012 , respectively.
(g) This ratio is presented net of expenses and/or expenses refunded by the underlying funds in which the Fund invests.

 

See accompanying notes which are an integral part of these financial statements.

 

38


 

SMI CONSERVATIVE ALLOCATION FUND

FINANCIAL HIGHLIGHTS

(For a share outstanding during each year) – (Continued)

 

 

 

Year Ended
October 31,
2015
    Year Ended
October 31,
2014
    Year Ended
October 31,
2013
    Year Ended
October 31,
2012
 
     
$ 11.52      $ 12.20      $ 10.31      $ 9.70   

 

 

   

 

 

   

 

 

   

 

 

 
     
  0.08        (0.01     (0.02     0.03   
  (0.52     0.54        2.11        0.63   

 

 

   

 

 

   

 

 

   

 

 

 
  (0.44     0.53        2.09        0.66   

 

 

   

 

 

   

 

 

   

 

 

 
     
  (0.09     (0.06     (0.03     (0.05
  (1.34     (1.15     (0.17       

 

 

   

 

 

   

 

 

   

 

 

 
  (1.43     (1.21     (0.20     (0.05

 

 

   

 

 

   

 

 

   

 

 

 
                         

 

 

   

 

 

   

 

 

   

 

 

 
$ 9.65      $ 11.52      $ 12.20      $ 10.31   

 

 

   

 

 

   

 

 

   

 

 

 
  (4.58 )%      4.46     20.56     6.89
     
$ 22,203      $ 30,606      $ 29,826      $ 37,258   
  1.15 %(g)      1.15 %(f)      1.15     1.15 %(f) 
  1.49     1.31     1.52     1.49
  0.82     (0.17 )%      (0.06 )%      0.29
  377.51     255.50     270.30     349.33

 

See accompanying notes which are an integral part of these financial statements.

 

39


 

SMI DYNAMIC ALLOCATION FUND

FINANCIAL HIGHLIGHTS

(For a share outstanding during each period)

 

 

 

     Year Ended
October 31,
2016
 

Selected Per Share Data:

  

Net asset value, beginning of period

   $ 10.99   
  

 

 

 

Income from investment operations:

  

Net investment income(b)

     0.09   

Net realized and unrealized gain (loss)

     (0.02
  

 

 

 

Total from investment operations

     0.07   
  

 

 

 

Less Distributions to Shareholders:

  

From net investment income

     (0.14

From net realized gains

       
  

 

 

 

Total distributions

     (0.14
  

 

 

 

Paid in capital from redemption fees(c)

       
  

 

 

 

Net asset value, end of period

   $ 10.92   
  

 

 

 

Total Return(d)

     0.62

Ratios and Supplemental Data:

  

Net assets, end of period (000)

   $ 180,404   

Ratio of expenses to average net assets(f)

     1.15

Ratio of net investment income to average net assets(b)(h)

     0.80

Portfolio turnover rate

     151.88

 

(a) For the period February 28, 2013 (the date the Fund commenced operations) through October 31, 2013.
(b) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(c) Redemption fees resulted in less than $0.005 per share.
(d) Total return in the above table represents the rate that an investor would have earned on an investment in the Fund, assuming reinvestment of dividends.
(e) Not annualized.
(f) These ratios exclude the impact of expenses of the underlying funds in which the Fund may invest, as represented in the Schedule of Investments.
(g) Annualized.
(h) This ratio is presented net of expenses of the funds in which the Fund invests.

 

See accompanying notes which are an integral part of these financial statements.

 

40


 

SMI DYNAMIC ALLOCATION FUND

FINANCIAL HIGHLIGHTS

(For a share outstanding during each period) – (Continued)

 

 

 

Year Ended
October 31,
2015

   

Year Ended
October 31,
2014

   

Period Ended
October 31,
2013(a)

 
   
$ 11.81      $ 10.95      $ 10.00   

 

 

   

 

 

   

 

 

 
   
  0.19        0.23        0.05   
  (0.69     0.81        0.90   

 

 

   

 

 

   

 

 

 
  (0.50     1.04        0.95   

 

 

   

 

 

   

 

 

 
   
  (0.23     (0.18       
  (0.09              

 

 

   

 

 

   

 

 

 
  (0.32     (0.18       

 

 

   

 

 

   

 

 

 
                  

 

 

   

 

 

   

 

 

 
$ 10.99      $ 11.81      $ 10.95   

 

 

   

 

 

   

 

 

 
  (4.52 )%      9.64     9.50 %(e) 
   
$ 197,539      $ 147,003      $ 68,290   
  1.15     1.20     1.30 %(g) 
  1.62     2.13     0.94 %(g) 
  248.18     134.71     68.64 %(e) 

 

See accompanying notes which are an integral part of these financial statements.

 

41


 

SMI BOND FUND

FINANCIAL HIGHLIGHTS

(For a share outstanding during each period)

 

 

 

     Year Ended
October 31,
2016
    Period Ended
October 31,
2015(a)
 

Selected Per Share Data:

    

Net asset value, beginning of period

   $ 9.81      $ 10.00   
  

 

 

   

 

 

 

Income from investment operations:

    

Net investment income(b)

     0.16        0.01   

Net realized and unrealized gain (loss)

     0.12        (0.19
  

 

 

   

 

 

 

Total from investment operations

     0.28        (0.18
  

 

 

   

 

 

 

Less Distributions to Shareholders:

    

From net investment income

     (0.19     (0.01
  

 

 

   

 

 

 

Total distributions

     (0.19     (0.01
  

 

 

   

 

 

 

Paid in capital from redemption fees(c)

              
  

 

 

   

 

 

 

Net asset value, end of period

   $ 9.90      $ 9.81   
  

 

 

   

 

 

 

Total Return(d)

     2.95     (1.82 )%(e) 

Ratios and Supplemental Data:

    

Net assets, end of period (000)

   $ 7,563      $ 6,754   

Ratio of expenses to average net assets(f)(g)

     0.85     0.85 %(h) 

Ratio of expenses to average net assets before waiver and reimbursement(f)

     2.22     4.18 %(h) 

Ratio of net investment income to average net assets(b)(i)

     1.70     0.11 %(h) 

Portfolio turnover rate

     289.18     399.72 %(e) 

 

(a) For the period April 28, 2015 (the date the Fund commenced operations) through October 31, 2015.
(b) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(c) Redemption fees resulted in less than $0.005 per share.
(d) Total return in the above table represents the rate that an investor would have earned on an investment in the Fund, assuming reinvestment of dividends.
(e) Not annualized.
(f) These ratios exclude the impact of expenses of the underlying funds in which the Fund may invest, as represented in the Schedule of Investments.
(g) These ratios do not include the effects of line of credit interest expense and borrowing costs. If these borrowing costs had been included, the ratio of expenses to average net assets would have been 0.86% and 0.86% for the periods ended October 31, 2016 and October 31, 2015, respectively.
(h) Annualized.
(i) This ratio is presented net of expenses of the funds in which the Fund invests.

 

See accompanying notes which are an integral part of these financial statements.

 

42


 

SMI 50/40/10 FUND

FINANCIAL HIGHLIGHTS

(For a share outstanding during each period)

 

 

 

     Year Ended
October 31,
2016
    Period Ended
October 31,
2015(a)
 

Selected Per Share Data:

    

Net asset value, beginning of period

   $ 9.20      $ 10.00   
  

 

 

   

 

 

 

Income from investment operations:

    

Net investment income (loss)(b)

     0.03        (c) 

Net realized and unrealized gain (loss)

     0.10        (0.80
  

 

 

   

 

 

 

Total from investment operations

     0.13        (0.80
  

 

 

   

 

 

 

Less Distributions to Shareholders:

    

From net investment income

     (0.05       
  

 

 

   

 

 

 

Total distributions

     (0.05       
  

 

 

   

 

 

 

Paid in capital from redemption fees(d)

              
  

 

 

   

 

 

 

Net asset value, end of period

   $ 9.28      $ 9.20   
  

 

 

   

 

 

 

Total Return(e)

     1.44     (8.00 )%(f) 

Ratios and Supplemental Data:

    

Net assets, end of period (000)

   $ 18,363      $ 13,147   

Ratio of expenses to average net assets(g)

     1.45     1.45 %(h) 

Ratio of expenses to average net assets before waiver and reimbursement(g)

     1.76     2.75 %(h) 

Ratio of net investment income (loss) to average net assets(b)(i)

     0.30     (0.09 )%(h) 

Portfolio turnover rate

     146.24     184.30 %(f) 

 

(a) For the period April 29, 2015 (the date the Fund commenced operations) through October 31, 2015.
(b) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(c) Amount is less than $0.005 per share.
(d) Redemption fee resulted in less than $0.005 per share.
(e) Total return in the above table represents the rate that an investor would have earned on an investment in the Fund, assuming reinvestment of dividends.
(f) Not annualized.
(g) These ratios exclude the impact of expenses of the underlying funds in which the Fund may invest, as represented in the Schedule of Investments.
(h) Annualized.
(i) This ratio is presented net of expenses of the funds in which the Fund invests.

 

See accompanying notes which are an integral part of these financial statements.

 

43


 

SMI FUNDS

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2016

 

 

 

NOTE 1. ORGANIZATION

The Sound Mind Investing Fund (“SMI Fund”), SMI Conservative Allocation Fund, SMI Dynamic Allocation Fund, SMI Bond Fund and SMI 50/40/10 Fund (each a “Fund” and collectively, the “Funds”) are each a diversified series of The Valued Advisers Trust (the “Trust”). Pursuant to a reorganization that took place on February 28, 2013, the SMI Fund and SMI Conservative Allocation Fund are the successors to the series of the Unified Series Trust (the “Predecessor Funds”) with the same names. The Predecessor Funds had the same investment objectives and strategies and substantially the same investment policies as the Funds. The SMI Fund was organized on August 29, 2005, and commenced operations on December 2, 2005. The SMI Conservative Allocation Fund was organized on November 13, 2010, and commenced operations on December 30, 2010. The SMI Dynamic Allocation Fund was organized on December 11, 2012, and commenced operations on February 28, 2013. The SMI Bond Fund was organized on March 11, 2015, and commenced operations on April 28, 2015. The SMI 50/40/10 Fund was organized on March 11, 2015, and commenced operations on April 29, 2015. The Trust is a management investment company established under the laws of Delaware by an Agreement and Declaration of Trust dated June 13, 2008 (the “Trust Agreement”). The Trust Agreement permits the Trustees to issue an unlimited number of shares of beneficial interest of separate series without par value. Each Fund is one of a series of funds currently authorized by the Trustees. The investment adviser to the Funds is SMI Advisory Services, LLC (the “Adviser”). The SMI Fund seeks to provide long-term capital appreciation. The SMI Conservative Allocation Fund, SMI Dynamic Allocation Fund, SMI Bond Fund and SMI 50/40/10 Fund seek total return.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

The Funds are investment companies and follow accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 946, “Financial Services-Investment Companies”. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements. These policies are in conformity with the generally accepted accounting principles in the United States of America (“GAAP”).

Securities Valuations – All investments in securities are recorded at their estimated fair value as described in Note 3.

Federal Income Taxes – The Funds make no provision for federal income or excise tax. The Funds have qualified and intend to qualify each year as regulated investment companies (“RICs”) under subchapter M of the Internal Revenue Code of 1986, as amended, by complying with the requirements applicable to RICs and by distributing substantially all of their taxable income. The Funds also intend to distribute sufficient net investment income and net capital gains, if any, so that they will not be subject to excise tax on undistributed income and gains. If the required amount of net investment income or gains is not distributed, the Funds could incur a tax expense.

 

44


 

SMI FUNDS

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2016 – (Continued)

 

 

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES – (Continued)

As of and during the fiscal year ended October 31, 2016, the Funds did not have a liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. During the fiscal year ended October 31, 2016, the Funds did not incur any interest or penalties.

Expenses – Expenses incurred by the Trust, or at the fund complex level, that do not relate to a specific fund are allocated to the individual funds based on each fund’s relative net assets or other appropriate basis.

Security Transactions and Related Income – The Funds follow industry practice and record security transactions on the trade date for financial reporting purposes. For financial statement and income tax purposes, the specific identification method is used for determining gains or losses. Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. Short-term capital gain distributions from underlying funds are classified as dividend income for financial reporting purposes. Long-term capital gain distributions are broken out as such. The ability of issuers of debt securities held by the Funds to meet their obligations may be affected by economic and political developments in a specific country or region.

Dividends and Distributions – The Funds typically distribute substantially all of their net investment income in the form of dividends and taxable capital gains to their shareholders at least annually. These distributions, which are recorded on the ex-dividend date, are automatically reinvested in each Fund unless shareholders request cash distributions on their application or through a written request. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their ultimate treatment for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset values (“NAV”) per share of the Funds.

For the fiscal year ended October 31, 2016, the Funds made the following reclassifications to increase/(decrease) the components of net assets:

 

Fund

 

Paid-in Capital

 

Accumulated
Undistributed
Net Investment
Income (Loss)

 

Accumulated
Net Realized
Gain (Loss)
on Investments

SMI Fund       $(96,398 )       $733,608         $(637,210 )
SMI Conservative Allocation Fund               23,355         (23,355 )
SMI Dynamic Allocation Fund               28,927         (28,927 )
SMI Bond Fund       (295 )       19,283         (18,988 )
SMI 50/40/10 Fund       (22,056 )       33,564         (11,508 )

 

45


 

SMI FUNDS

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2016 – (Continued)

 

 

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES – (Continued)

Swap Contracts – The SMI Conservative Allocation Fund, SMI Dynamic Allocation Fund, SMI Bond Fund and SMI 50/40/10 Fund may invest in open-end mutual funds and ETFs (“Underlying Funds”) that invests in credit default swap contracts. A credit default swap involves a protection buyer and a protection seller. The Underlying Funds may be either a protection buyer or seller. The protection buyer makes periodic premium payments to the protection seller during the swap term in exchange for the protection seller agreeing to make certain defined payments to the protection buyer in the event that certain defined credit events occur with respect to a particular security, issuer, or basket of securities. The “notional amount” of the swap agreement is the agreed upon amount or value of the underlying asset used for calculating the obligations that the parties to a swap agreement have agreed to exchange. An Underlying Fund’s obligation under a swap agreement will be accrued daily (offset against amounts owed to the Underlying Funds) and any accrued but unpaid net amounts owed to a swap counterparty may be collateralized by designating liquid assets on the Underlying Fund’s books and records. The credit default swaps are marked to market daily based upon quotes received from a pricing agent and any change in value is recorded in unrealized appreciation/depreciation. Periodic payments paid or received are recorded in realized gain/loss. Any premium paid or received by the Underlying Funds upon entering into a credit default swap contract is recorded as an asset or liability and amortized daily as a component of realized gain (loss) on the Statements of Operations of the Underlying Fund. Payments made or received as a result of a credit event or termination of the contract are recognized, net of a proportional amount of the upfront payment, as realized gains/losses. In addition to bearing the risk that the credit event will occur as a protection seller, the Underlying Funds could be exposed to market risk due to unfavorable changes in interest rates or in the price of the underlying security or index, the possibility that an Underlying Fund may be unable to close out its position at the same time or at the same price as if it had purchased comparable publicly traded securities, or that the counterparty may default on its obligation to perform. During the year ended October 31, 2016, the Funds did not have any direct investments in credit default swap contracts.

NOTE 3. SECURITIES VALUATION AND FAIR VALUE MEASUREMENTS

Fair value is defined as the price that a Fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market of the investment. GAAP establishes a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes.

Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

 

46


 

SMI FUNDS

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2016 – (Continued)

 

 

 

NOTE 3. SECURITIES VALUATION AND FAIR VALUE MEASUREMENTS – (Continued)

Various inputs are used in determining the value of the Funds’ investments. These inputs are summarized in the three broad levels listed below.

 

   

Level 1 – unadjusted quoted prices in active markets for identical investments and/or registered investment companies where the value per share is determined and published and is the basis for current transactions for identical assets or liabilities at the valuation date.

 

   

Level 2 – other significant observable inputs (including, but not limited to, quoted prices for an identical security in an inactive market, quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

 

   

Level 3 – significant unobservable inputs (including each Fund’s own assumptions in determining fair value of investments based on the best information available)

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 which is reported is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Equity securities that are traded on any stock exchange are generally valued at the last quoted sale price on the security’s primary exchange. Lacking a last sale price, an exchange traded security is generally valued at its last bid price. Securities traded in the NASDAQ over-the-counter market are generally valued at the NASDAQ Official Closing Price. When using the market quotations and when the market is considered active, the security is classified as a Level 1 security. In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value in accordance with policies established by and under the general supervision of the Board of Trustees (the “Board”). Under these policies, the securities will be classified as Level 2 or 3 within the fair value hierarchy, depending on the inputs used.

Investments in mutual funds, including money market mutual funds, are generally priced at the ending NAV provided by the pricing agent of the funds. These securities are categorized as Level 1 securities. In the event that the ending NAV for a mutual fund is unavailable at the end of night pricing time, the Adviser may, in accordance with the Trust’s valuation policies, consider all appropriate factors in determining the fair value of the mutual fund. In such cases the security will generally be categorized as a Level 2 security.

In accordance with the Trust’s valuation policies, the Adviser is required to consider all appropriate factors relevant to the value of securities for which it has determined other pricing sources are not available or

reliable as described above. No single standard exists for determining fair value, because fair value depends upon the circumstances of each individual case. As a general principle, the current fair value of an issue of securities being valued by the Adviser would appear to be the amount that the owner might reasonably expect to receive for them upon their current sale. Methods that are in accordance with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market prices of a

 

47


 

SMI FUNDS

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2016 – (Continued)

 

 

 

NOTE 3. SECURITIES VALUATION AND FAIR VALUE MEASUREMENTS – (Continued)

similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods. Fair-value pricing is permitted if, in the Adviser’s opinion, the validity of market quotations appears to be questionable based on factors such as evidence of a thin market in the security based on a small number of quotations, a significant event occurs after the close of a market but before a Fund’s NAV calculation that may affect a security’s value, or the Adviser is aware of any other data that calls into question the reliability of market quotations. Fair-value pricing may also be used in instances when the bonds the Funds may invest in default or otherwise cease to have market quotations readily available.

The following is a summary of the inputs used to value the Funds’ investments as of October 31, 2016:

 

     Valuation Inputs  
SMI Fund   Level 1     Level 2     Level 3     Total  
Mutual Funds – greater
than 1% of net assets
  $        148,923,751      $                    —      $                    —      $     148,923,751   
Mutual Funds – less
than 1% of net assets
    1,262,297                      1,262,297   
Exchange-Traded Funds     44,069,945                      44,069,945   
Money Market Securities     496,793                      496,793   
Total Investments   $ 194,752,786      $                    —      $                    —      $ 194,752,786   

 

     Valuation Inputs  

SMI Conservative

Allocation Fund

  Level 1     Level 2     Level 3     Total  
Exchange-Traded Funds   $         10,679,352      $                      —      $                     —      $     10,679,352   
Mutual Funds     7,291,173                      7,291,173   
Money Market Securities     16,281                      16,281   
Total Investments   $ 17,986,806      $      $      $ 17,986,806   

 

 

48


 

SMI FUNDS

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2016 – (Continued)

 

 

 

NOTE 3. SECURITIES VALUATION AND FAIR VALUE MEASUREMENTS – (Continued)

 

     Valuation Inputs  

SMI Dynamic

Allocation Fund

  Level 1     Level 2     Level 3     Total  
Exchange-Traded Funds   $        166,205,211      $                      —      $                    —      $     166,205,211   
Mutual Funds     5,609,878                      5,609,878   
Money Market Securities     8,666,906                      8,666,906   
Total Investments   $ 180,481,995      $      $      $ 180,481,995   

 

     Valuation Inputs  
SMI Bond Fund   Level 1     Level 2     Level 3     Total  
Mutual Funds   $             7,565,542      $                      —      $                    —      $       7,565,542   
Money Market Securities     61,259                      61,259   
Total Investments   $ 7,626,801      $      $      $ 7,626,801   

 

     Valuation Inputs  
SMI 50/40/10 Fund   Level 1     Level 2     Level 3     Total  
Exchange-Traded Funds   $          10,586,720      $                      —      $                      —      $       10,586,720   
Mutual Funds     7,945,733                      7,945,733   
Money Market Securities     100,076                      100,076   
Total Investments   $  18,632,529      $      $      $ 18,632,529   

The Funds did not hold any investments during the reporting period for which other significant unobservable inputs (Level 2) were used in determining fair value. The Funds did not hold any investments during the reporting period for which significant unobservable inputs (Level 3) were used in determining fair value; therefore, no reconciliation of Level 3 securities is included for this reporting period.

The Trust recognizes transfers between fair value hierarchy levels at the end of the reporting period. The transfers from Level 1 to Level 2 represent securities which were fair valued at the end of the period that were not at the beginning of the period. Transfers from Level 2 to Level 1 represent securities which were fair valued at the beginning of the period but not at October 31, 2016. There were no transfers between Level 1 and Level 2 of the fair value hierarchy for the fiscal year ended October 31, 2016.

 

49


 

SMI FUNDS

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2016 – (Continued)

 

 

 

NOTE 4. DERIVATIVE TRANSACTIONS

The SMI Conservative Allocation Fund, SMI Dynamic Allocation Fund, SMI Bond Fund and SMI 50/40/10 Fund may obtain exposure to the fixed income market by investing in Underlying Funds which invest in credit default swap (“CDX”) contracts. These Underlying Funds may use CDX contracts as an additional avenue by which to bring value to the Underlying Funds. These Underlying Funds may use CDX contracts as an alternative to buying, selling, or holding certain securities in the fixed income market. The use of CDX contracts may provide a less expensive, more expedient, or more specifically focused way to invest than traditional fixed income securities would. These Underlying Funds may enter into single name CDX agreements to gain exposure to a particular company when it is more economically attractive to do so rather than purchasing traditional bonds. These Underlying Funds may also invest in CDX index products and options thereon that allow these Underlying Funds to gain broad market exposure but with less company-specific risk than single name CDX agreements.

These Underlying Funds enter into CDX contracts to gain exposure or to mitigate specific forms of credit risk. Swaps expose these Underlying Funds to counterparty risk (described below). An Underlying Fund could also suffer losses with respect to a swap agreement if the Underlying Fund is unable to terminate the agreement or reduce its exposure through offsetting transactions.

Many of the markets in which these Underlying Funds participate in credit default transactions are “over the counter” or “interdealer” markets. The participants in these markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange based markets”. When an Underlying Fund invests in CDX contracts, it is assuming a credit risk with regard to parties with whom it trades and also bears the risk of settlement default. These risks may differ materially from those associated with transactions effected on an exchange, which generally are backed by clearing organization guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections. This exposes these Underlying Funds to the risk that the counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing these Underlying Funds to suffer a loss. To mitigate counterparty risk, these Underlying Funds will sometimes require the counterparty to post collateral to the Underlying Funds’ custodian to cover the exposure.

These Underlying Funds may also invest in credit default swap index products and in options on credit default swap index products. These instruments are designed to track segments of the credit default swap market and provide investors with exposure to specific “baskets” of issuers of bonds or loans. In general, the value of the credit default swap market provides investors with exposure to specific “baskets” of issuers of bonds or loans. In general, the value of the credit default swap index product will go up or down in response to changes in the perceived credit risk and default experience of the basket of issuers, instead of the exchange of the stream of payments for the payment of the notional amount (if a credit event occurs) that is the substance of a single name credit default swap. Such investments are subject to liquidity risks as well as counterparty and other risks associated with investments in credit default swaps discussed above.

 

50


 

SMI FUNDS

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2016 – (Continued)

 

 

 

NOTE 5. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Adviser, under the terms of the management agreement with respect to each Fund (each an “Agreement”), manages the Funds’ investments. As compensation for its management services, each Fund is obligated to pay the Adviser a fee based on each Fund’s average daily net assets as follows:

 

Fund Assets

 

SMI Fund
Management Fee

 

SMI Conservative Allocation
Fund Management Fee

 

SMI Dynamic Allocation
Fund Management Fee

$1 – $100 million       1.00%         0.90%         1.00%  
$100,000,001 – $250 million       1.00%         0.80%         1.00%  
$250,000,001 to $500 million       0.90%         0.70%         0.90%  
Over $500 million       0.80%         0.60%         0.80%  
Management fees earned       $    2,071,995         $    177,909         $    1,875,182  

Fees waived by Adviser

              (69,388)          

 

Fund Assets

 

SMI Bond Fund

Management Fee

$1 – $99,999,999   0.75%
$100 million to $250 million   0.70%
Over $250 million   0.65%
Management fees earned   $    58,715     
Fees waived by Adviser   (104,545)

 

Fund Assets

 

SMI 50/40/10 Fund

Management Fee

$1 – $250 million   1.00%
$250,000,001 to $500 million   0.90%
Over $500 million   0.80%
Management fees earned   $    168,695      
Fees waived by Adviser   (52,177)

The Adviser contractually has agreed to waive its management fee and reimburse certain operating expenses, but only to the extent necessary so that each Fund’s total annual operating expenses (excluding interest, taxes, brokerage commissions, other expenses which are capitalized in accordance with GAAP, extraordinary expenses, dividend expense on short sales, 12b-1 fees, and acquired fund fees and expenses) do not exceed 1.50% of the Fund’s average daily net assets with respect to the SMI Fund, 1.15% with respect to the SMI Conservative Allocation Fund, 1.45% with respect to the SMI Dynamic Allocation Fund, 0.85% with respect to the SMI Bond Fund, and 1.45% with respect to the SMI 50/40/10 Fund through February 28, 2017.

 

51


 

SMI FUNDS

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2016 – (Continued)

 

 

 

NOTE 5. FEES AND OTHER TRANSACTIONS WITH AFFILIATES – (Continued)

Each fee waiver or expense reimbursement by the Adviser is subject to repayment by the applicable Fund within the three fiscal years following the fiscal year in which the fee waiver or expense reimbursement occurred, provided that such Fund is able to make the repayment without exceeding the expense limitation that is in effect at the time of the repayment or at the time of the fee waiver or expense reimbursement.

The amount subject to recoupment by the SMI Conservative Allocation Fund, SMI Bond Fund and SMI 50/40/10 Fund, pursuant to the aforementioned conditions, at October 31, 2016 is as follows:

 

Recoverable through
October 31,
 

SMI Conservative
Allocation Fund

   

SMI Bond Fund

   

SMI 50/40/10 Fund

 
2017   $     50,773      $      $   
2018     88,520        70,768        54,878   
2019     69,388            104,545            52,177   

The Trust retains Ultimus Asset Services, LLC (“Ultimus”), formerly Huntington Asset Services, Inc. (“HASI”), to provide the Funds with administrative, accounting, transfer agent and compliance services including all regulatory reporting. Ultimus contractually agreed to waive 100% of its administration, fund accounting and transfer agency fees (excluding out-of-pocket expenses) for the SMI Bond Fund through April 30, 2016. Expenses incurred by the Funds for these services are allocated to the individual Funds based on each Fund’s relative net assets.

The officers and one trustee of the Trust are members of management and employees of Ultimus. Unified Financial Securities, LLC, (the “Distributor”) acts as the principal distributor of the Funds’ Shares. Effective at the close of business on December 31, 2015, Ultimus Fund Solutions, LLC, acquired HASI and the Distributor from Huntington Bancshares, Inc. (“HBI”). Prior to January 1, 2016, HASI and the Distributor were under common control by HBI. For the fiscal year ended October 31, 2016, fees for administrative, transfer agent, and fund accounting services, and reimbursement of out-of-pocket expenses amounts due to Ultimus at October 31, 2016, net of any waivers, were as follows:

 

   

SMI Fund

   

SMI Conservative
Allocation Fund

   

SMI Dynamic
Allocation Fund

   

SMI Bond
Fund

   

SMI 50/40/10
Fund

 

Administration expenses

  $     47,344      $ 4,555      $     43,162      $ 980      $ 3,857   

Transfer agent expenses

    35,512            4,510        15,315            689            5,289   

Fund accounting expenses

    27,048        2,602        24,656        559        2,200   

Payable to Ultimus

    9,093        979        6,937        370        1,009   

There were no payments made to the Distributor by the Funds for the fiscal year ended October 31, 2016. Certain officers of the Trust are officers of the Distributor and each such person may be deemed to be an affiliate of the Distributor.

 

52


 

SMI FUNDS

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2016 – (Continued)

 

 

 

NOTE 6. INVESTMENTS

For the fiscal year ended October 31, 2016, purchases and sales of investment securities, other than short-term investments and short-term U.S. government obligations were as follows:

 

   

SMI Fund

   

SMI Conservative
Allocation Fund

   

SMI Dynamic
Allocation Fund

   

SMI Bond
Fund

   

SMI 50/40/10
Fund

 

Purchases

         

U.S. Government Obligations

  $      $      $      $      $   

Other

        271,934,704            38,389,687            259,511,776            23,059,852            29,039,328   

Sales

         

U.S. Government Obligations

  $      $      $      $      $   

Other

    294,347,991        42,233,792        278,747,754        22,287,429        23,480,728   

NOTE 7. LINE OF CREDIT

During the fiscal year ended October 31, 2016, the Trust, on behalf of the Funds, entered into in a short-term credit agreement (“Line of Credit”) with Huntington National Bank (“Huntington”), expiring on February 5, 2017. Under the terms of the agreement, each of the Funds may borrow up to the lesser of 10% of a Fund’s daily market value or $5 million at an interest rate of LIBOR plus 150 basis points. The purpose of the agreement is to meet temporary or emergency cash needs, including redemption requests that might otherwise require the untimely disposition of securities. Huntington receives an annual facility fee of 0.125% on $5 million as well as an additional annual fee of 0.125% on any unused portion of the credit facility, invoiced quarterly, for providing the Line of Credit. The Funds will not borrow money, except (a) from a bank, provided that immediately after such borrowing there is an asset coverage of 300% for all borrowings of a Fund; or (b) from a bank or other persons for temporary purposes only, provided that such temporary borrowings are in an amount not exceeding 5% of a Fund’s total assets at the time when the borrowing is made. This limitation does not preclude a Fund from entering into reverse repurchase transactions, provided that the Fund has asset coverage of 300% for all borrowings and repurchase commitments of the Fund pursuant to reverse repurchase transactions. To the extent that the line of credit is utilized, it will be collateralized by securities in the Funds’ portfolios.

 

53


 

SMI FUNDS

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2016 – (Continued)

 

 

 

NOTE 7. LINE OF CREDIT – (Continued)

As of October 31, 2016, the Funds had no outstanding borrowings under this Line of Credit.

 

Fund   Average
Daily Loan
Balance(a)
    Weighted
Average
Interest
Rate(a)
    Number of Days
Outstanding(b)
    Interest
Expense
Accrued
    Maximum
Loan
Outstanding
 
Sound Mind Investing Fund   $     829,167        2.00     6      $ 53      $     3,500,000   
SMI Conservative Allocation Fund     154,250        1.87     60        649        750,000   
SMI Dynamic Allocation Fund     632,875        1.80     40            1,266        2,150,000   
SMI Bond Fund     123,400        2.00     25        205        400,000   
SMI 50/40/10 Fund     221,429        1.97     7        85        450,000   

 

(a) Averages based on the number of days outstanding.
(b) Number of Days Outstanding represents the total days during the fiscal year ended October 31, 2016, that a Fund utilized the Line of Credit.

NOTE 8. ESTIMATES

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

NOTE 9. BENEFICIAL OWNERSHIP

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the Investment Company Act of 1940. At October 31, 2016, National Financial Services Corporation (“NFS”) for the benefit of others, held 25%, 29%, 37% and 49% of the SMI Fund, SMI Conservative Allocation Fund, SMI Dynamic Allocation Fund and SMI Bond Fund, respectively. It is not known whether NFS or any of the underlying beneficial owners owned or controlled 25% or more of the voting securities of the Funds.

 

54


 

SMI FUNDS

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2016 – (Continued)

 

 

 

NOTE 10. FEDERAL TAX INFORMATION

At October 31, 2016, the net unrealized appreciation (depreciation) of investments for tax purposes was as follows:

 

    SMI Fund     SMI Conserative
Allocation Fund
    SMI Dynamic
Allocation Fund
    SMI Bond
Fund
    SMI 50/40/10
Fund
 

Gross appreciation

  $ 6,632,175      $ 260,922      $ 2,645,331      $ 51,865      $ 455,382   

Gross (depreciation)

    (1,988,772     (174,518     (2,560,218            (203,189
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net appreciation (depreciation) on investments

  $ 4,643,403      $ 86,404      $ 85,113      $ 51,865      $ 252,193   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Tax cost of investments

  $     190,109,383      $     17,900,402      $     180,396,882      $     7,574,936      $     18,380,336   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The tax characterization of distributions for the fiscal years ended October 31, 2016 and October 31, 2015, were as follows:

 

    SMI Fund     SMI Conservative
Allocation Fund
    SMI Dynamic
Allocation Fund
 
    2016     2015     2016     2015     2016     2015  

Distributions paid from:*

           

Ordinary income

  $      $ 1,347,114      $ 193,531      $ 285,314      $ 2,361,609      $ 3,044,706   

Long-term capital gain

    28,684,023        43,665,598        462,938        3,408,064               1,173,735   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total taxable distributions

  $ 28,684,023      $   45,012,712      $ 656,469      $   3,693,378      $ 2,361,609      $   4,218,441   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     SMI Bond Fund      SMI 50/40/10 Fund  
     2016      2015      2016      2015  

Distributions paid from:*

           

Ordinary income

   $ 152,057       $ 2,420       $ 69,379       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total taxable distributions

   $ 152,057       $ 2,420       $ 69,379       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

Tax return of capital

     295         540         22,056           
  

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions paid

   $ 152,352       $     2,960       $ 91,435       $           —   
  

 

 

    

 

 

    

 

 

    

 

 

 

SMI Bond Fund: On November 30, 2016, the SMI Bond Fund paid an income distribution of $0.003225 per share, to shareholders of record on November 29, 2016.

 

* For federal income tax purposes, distributions of short-term capital gains are treated as ordinary income distributions.

 

55


 

SMI FUNDS

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2016 – (Continued)

 

 

 

NOTE 10. FEDERAL TAX INFORMATION – (Continued)

At October 31, 2016, the Funds’ most recent fiscal year end, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

 

     SMI Fund     SMI Conservative
Allocation Fund
    SMI Dynamic
Allocation Fund
 

Accumulated undistributed ordinary income

   $      $ 92,021      $ 213,474   

Accumulated undistributed long-term capital gains

                     

Accumulated capital and other losses

     (3,648,465     (505,187     (5,050,360

Unrealized appreciation (depreciation)

     4,643,403        86,404        85,113   
  

 

 

   

 

 

   

 

 

 
   $ 994,938      $ (326,762   $ (4,751,773
  

 

 

   

 

 

   

 

 

 

 

     SMI Bond
Fund
     SMI 50/40/10
Fund
 

Accumulated capital and other losses

   $ (13,344    $ (863,687

Unrealized appreciation (depreciation)

     51,865         252,193   
  

 

 

    

 

 

 
   $ 38,521       $ (611,494
  

 

 

    

 

 

 

At October 31, 2016, the difference between book basis and tax basis unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales.

As of October 31, 2016, the following funds had net capital loss carryforwards which are available to offset future net capital gains, if any:

 

     SMI Fund      SMI Conservative
Allocation Fund
     SMI Dynamic
Allocation Fund
 
     Short-Term      Long-Term      Short-Term      Long-Term      Short-Term      Long-Term  

Non-Expiring

   $ 3,359,622       $         —       $ 505,187       $         —       $ 4,626,459       $ 423,901   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 3,359,622       $       $ 505,187       $       $ 4,626,459       $ 423,901   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     SMI Bond Fund      SMI 50/40/10 Fund  
     Short-Term      Long-Term      Short-Term      Long-Term  

Non-Expiring

   $ 13,344       $         —       $ 853,046       $         —   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 13,344       $       $ 853,046       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

For the tax year ended October 31, 2016, the following funds deferred late year ordinary losses of:

 

    Qualified
Late Year Ordinary
Losses
 

SMI Fund

  $ 288,843   

SMI 50/40/10 Fund

    10,640   

 

56


 

SMI FUNDS

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2016 – (Continued)

 

 

 

NOTE 11. COMMITMENTS AND CONTIGENCIES

The Funds indemnify their officers and trustees for certain liabilities that may arise from performance of their duties to the Funds. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties which provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred.

NOTE 12. SUBSEQUENT EVENT

Management of the Funds has evaluated the need for disclosures resulting from subsequent events through the date these financial statements were issued. Based upon this evaluation, management has determined there were no items requiring adjustment of the financial statements or additional disclosure.

 

57


 

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

 

 

To the Shareholders of Sound Mind Investing Fund, SMI Conservative Allocation Fund, SMI Dynamic Allocation Fund, SMI Bond Fund, and SMI 50/40/10 Fund and Board of Trustees of Valued Advisers Trust

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Sound Mind Investing Fund, SMI Conservative Allocation Fund, SMI Dynamic Allocation Fund, SMI Bond Fund, and SMI 50/40/10 Fund (collectively referred to as the “Funds”), each a series of Valued Advisers Trust, as of October 31, 2016, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two periods in the period then ended, and the financial highlights for each of the periods indicated in the period then ended. 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2016 by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial positions of Sound Mind Investing Fund, SMI Conservative Allocation Fund, SMI Dynamic Allocation Fund, SMI Bond Fund, and SMI 50/40/10 Fund as of October 31, 2016, the results of their operations for the year then ended, the changes in their net assets for each of the two periods in the period then ended, and their financial highlights for each of the periods indicated in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

COHEN & COMPANY, LTD.

Cleveland, Ohio

December 23, 2016

 

58


 

SUMMARY OF FUND EXPENSES – (Unaudited)

 

 

 

As a shareholder of one of the Funds, you incur two types of costs: (1) transaction costs (such as short-term redemption fees); and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

Each Fund’s example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from May 1, 2016 through October 31, 2016.

Actual Expenses

The first line of the table 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 = 8.60), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table 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 the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Expenses shown are meant to highlight your ongoing costs only and do not reflect any transactional costs such as the fee imposed on short-term redemptions. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

 

Sound Mind
Investing Fund

  Beginning
Account Value

May 1, 2016
    Ending
Account Value

October 31, 2016
    Expenses Paid
During Period (a)
 

Actual

  $ 1,000.00      $ 1,026.90      $ 5.89   

Hypothetical (b)

  $ 1,000.00      $ 1,019.33      $ 5.86   

 

(a) Expenses are equal to the Fund’s annualized expense ratio of 1.16%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the partial year period).
(b) Assumes a 5% return before expenses.

 

59


 

SUMMARY OF FUND EXPENSES – (Unaudited), (Continued)

 

 

 

 

SMI
Conservative Allocation
Fund

  Beginning
Account Value

May 1, 2016
    Ending
Account Value

October 31, 2016
    Expenses Paid
During Period (a)
 

Actual

  $ 1,000.00      $ 1,015.00      $ 5.85   

Hypothetical (b)

  $ 1,000.00      $ 1,019.33      $ 5.87   

 

(a) Expenses are equal to the Fund’s annualized expense ratio of 1.16%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the partial year period).
(b) Assumes a 5% return before expenses.

 

SMI
Dynamic Allocation
Fund

  Beginning
Account Value

May 1, 2016
    Ending
Account Value

October 31, 2016
    Expenses Paid
During Period (a)
 

Actual

  $ 1,000.00      $ 1,012.00      $ 5.77   

Hypothetical (b)

  $ 1,000.00      $ 1,019.40      $ 5.80   

 

(a) Expenses are equal to the Fund’s annualized expense ratio of 1.14%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the partial year period).
(b) Assumes a 5% return before expenses.

 

SMI Bond
Fund

  Beginning
Account Value

May 1, 2016
    Ending
Account Value

October 31, 2016
    Expenses Paid
During Period (a)
 

Actual

  $ 1,000.00      $ 1,020.20      $ 4.36   

Hypothetical (b)

  $ 1,000.00      $ 1,020.82      $ 4.36   

 

(a) Expenses are equal to the Fund’s annualized expense ratio of 0.86%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the partial year period).
(b) Assumes a 5% return before expenses.

 

SMI
50/40/10
Fund

  Beginning
Account Value

May 1, 2016
    Ending
Account Value

October 31, 2016
    Expenses Paid
During Period (a)
 

Actual

  $ 1,000.00      $ 1,024.30      $ 7.36   

Hypothetical (b)

  $ 1,000.00      $ 1,017.87      $ 7.34   

 

(a) Expenses are equal to the Fund’s annualized expense ratio of 1.45%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the partial year period).
(b) Assumes a 5% return before expenses.

 

60


 

ADDITIONAL FEDERAL INCOME TAX INFORMATION

(Unaudited)

 

 

 

The Form 1099-DIV you receive in January 2017 will show the tax status of all distributions paid to your account in calendar year 2016. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in a Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.

Qualified Dividend Income. The SMI Conservative Allocation Fund, SMI Dynamic Allocation Fund and SMI 50/40/10 Fund designates approximately 27%, 56% and 100%, respectively, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the SMI Conservative Allocation, SMI Dynamic Allocation and SMI 50/40/10 Fund’s calendar year 2016 ordinary income dividends, 40%, 42% and 100%, respectively, qualifies for the corporate dividends received deduction.

For the year ended October 31, 2016, the SMI Fund and SMI Conservative Allocation Fund designated $28,685,304, $462,938, respectively, as 20% long-term capital gain distributions.

 

61


 

TRUSTEES AND OFFICERS (Unaudited)

 

 

 

The Board of Trustees supervises the business activities of the Trust. Each Trustee serves as a trustee until termination of the Trust unless the Trustee dies, resigns, retires or is removed.

The following table provides information regarding each of the Independent Trustees.

 

Name, Address*, (Age),
Position with Trust**,
Term of Position with Trust
  Principal Occupation
During Past 5 Years
  Other Directorships
Ira Cohen, 57,
Independent Trustee,
June 2010 to present.
  Current: Independent financial services consultant since February 2005; Executive Vice President of Asset Management Services, Recognos Financial (since August 2015).   Trustee and Audit Committee Chairman, Griffin Institutional Real Estate Access Fund, since May 2014. Trustee, Angel Oak Funds Trust, since October 2014.
Andrea N. Mullins, 49, Independent Trustee, December 2013 to present.   Current: Private investor; Independent Contractor, Seabridge Wealth Management, LLC (since April 2014).   None.
  * The address for each trustee and officer is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.
** As of the date of this report, the Trust consists of 14 series.

The following table provides information regarding the Trustee who is considered an “interested person” of the Trust, as that term is defined under the 1940 Act. Based on the experience of the Trustee, the Trust concluded that the individual described below is qualified to serve as a Trustee.

 

Name, Address*, (Age),
Position with Trust**,
Term of Position with Trust
  Principal Occupation
During Past 5 Years
  Other
Directorships
R. Jeffrey Young, 52,
Trustee and Chairman,
June 2010 to present.
 

Current: Vice President and Director of Relationship Management, Ultimus Fund Solutions, LLC (since December 2015); President, Unified Financial Securities, LLC (since July 2015).

 

Previous: President, Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (April 2015 to December 2015), Director (May 2014 to December 2015), Senior Vice President (January 2010 to April 2015); Director, Unified Financial Securities, Inc. (n/k/a Unified Financial Securities, LLC) (May 2014 to December 2015); Chief Executive Officer, Huntington Funds (February 2010 to March 2015); Chief Executive Officer, Huntington Strategy Shares (November 2010 to March 2015); President and Chief Executive Officer, Dreman Contrarian Funds (March 2011 to February 2013).

  Trustee and Chairman, Capitol Series Trust, since September 2013.
  * The address for each trustee and officer is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.
** As of the date of this report, the Trust consists of 14 series.

 

62


 

TRUSTEES AND OFFICERS – (Unaudited), (Continued)

 

 

 

The following table provides information regarding the Officers of the Trust:

 

Name, Address*, (Age),
Position with Trust,**
Term of Position with Trust
  Principal Occupation
During Past 5 Years
  Other Directorships
R. Jeffrey Young, 52,
Trustee and Chairman,
June 2010 to present;
Principal Executive Officer and President, Valued Advisers Trust since February 2010.
 

Current: Vice President and Director of Relationship Management, Ultimus Fund Solutions, LLC (since December 2015); President, Unified Financial Securities, LLC (since July 2015).

 

Previous: President, Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (April 2015 to December 2015), Director (May 2014 to December 2015), Senior Vice President (January 2010 to April 2015); Director, Unified Financial Securities, Inc. (n/k/a Unified Financial Securities, LLC) (May 2014 to December 2015); Chief Executive Officer, Huntington Funds (February 2010 to March 2015); Chief Executive Officer, Huntington Strategy Shares (November 2010 to March 2015); President and Chief Executive Officer, Dreman Contrarian Funds (March 2011 to February 2013).

  Trustee and Chairman, Capitol Series Trust, since September 2013.
John C. Swhear, 55,
Chief Compliance Officer,
AML Officer and Vice President, August 2008 to present.
 

Current: Vice President, Unified Series Trust (since January 2016); Assistant Vice President and Associate Director of Compliance, Ultimus Fund Solutions, LLC (since December 2015); Chief Compliance Officer, Unified Financial Securities, LLC (since May 2007); Chief Compliance Officer and AML Officer, Capitol Series Trust (since September 2013).

 

Previous: Vice President of Legal Administration and Compliance, Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (April 2007 to December 2015), Director (May 2014 to December 2015); Director, Unified Financial Securities, Inc. (n/k/a Unified Financial Securities, LLC) (May 2014 to December 2015); President , Unified Series Trust (March 2012 to January 2016), Senior Vice President (May 2007 to March 2012); Secretary , Huntington Funds (April 2010 to February 2012).

  None.

 

63


 

TRUSTEES AND OFFICERS – (Unaudited), (Continued)

 

 

 

 

Name, Address*, (Age),
Position with Trust,**
Term of Position with Trust
  Principal Occupation
During Past 5 Years
  Other Directorships
Carol J. Highsmith, 52,
Vice President, August 2008 to present; Secretary,
March 2014 to present
 

Current: Assistant Vice President, Ultimus Fund Solutions, LLC (since December 2015).

 

Previous: Secretary, Cross Shore Discovery Fund (May 2014 to February 2016); Employed in various positions with Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (November 1994 to December 2015), most recently Vice President of Legal Administration (2005 to December 2015).

  None.
Matthew J. Miller, 40,
Vice President, December 2011 to present.
 

Current: Assistant Vice President, Relationship Management, Ultimus Fund Solutions, LLC (since December 2015); President and Chief Executive Officer, Capitol Series Trust (since September 2013).

 

Previous: Employed in various positions with Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (since July 1998), most recently Vice President of Relationship Management (2005 to December 2015); Vice President, Huntington Funds (February 2010 to April 2015).

  None.
Bryan W. Ashmus, 43,
Principal Financial Officer and Treasurer, December 2013 to present.
 

Current: Vice President and Director of Financial Administration, Ultimus Fund Solutions, LLC (since December 2015); Chief Financial Officer and Treasurer, Cross Shore Discovery Fund (since June 2016).

Previous: Vice President and Manager of Financial Administration, Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (September 2013 to December 2015); Chief Financial Officer and Treasurer, Huntington Strategy Shares and Huntington Funds Trust (November 2013 to April 2016); Vice President, Fund Administration, Citi Fund Services Ohio, Inc. (from May 2005 to September 2013).

  None.
  * The address for each trustee and officer is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.
** As of the date of this report, the Trust consists of 14 series.

 

64


 

OTHER INFORMATION

 

 

 

The Funds’ Statement of Additional Information (“SAI”) includes additional information about the trustees and is available without charge, upon request. You may call toll-free at (877) 764-3863 to request a copy of the SAI or to make shareholder inquiries.

 

65


 

VALUED ADVISERS TRUST

PRIVACY POLICY

 

 

 

The following is a description of the policies of the Valued Advisers Trust (the “Trust”) regarding disclosure of nonpublic personal information that shareholders provide to a series of the Trust (each, a “Fund”) or that each Fund collects from other sources. In the event that a shareholder holds shares of a Fund through a broker-dealer or other financial intermediary, the privacy policy of the financial intermediary would govern how shareholder nonpublic personal information would be shared with nonaffiliated third parties.

Categories of Information a Fund May Collect. A Fund may collect the following nonpublic personal information about its shareholders:

 

   

Information each Fund receives from a shareholder on applications or other forms, correspondence, or conversations (such as the shareholder’s name, address, phone number, social security number, and date of birth); and

 

   

Information about the shareholder’s transactions with each Fund, its affiliates, or others (such as the shareholder’s account number and balance, payment history, cost basis information, and other financial information).

Categories of Information a Fund May Disclose. A Fund may not disclose any nonpublic personal information about its current or former shareholders to unaffiliated third parties, except as required or permitted by law. A Fund is permitted by law to disclose all of the information it collects, as described above, to its service providers (such as the Fund’s custodian, administrator, transfer agent, accountant and legal counsel) to process shareholder transactions and otherwise provide services to the shareholder.

Confidentiality and Security. Each Fund shall restrict access to shareholder nonpublic personal information to those persons who require such information to provide products or services to the shareholder. Each Fund shall maintain physical, electronic, and procedural safeguards that comply with federal standards to guard shareholder nonpublic personal information.

Disposal of Information. The Funds, through their transfer agent, have taken steps to reasonably ensure that the privacy of a shareholder’s nonpublic personal information is maintained at all times, including in connection with the disposal of information that is no longer required to be maintained by the Funds. Such steps shall include, whenever possible, shredding paper documents and records prior to disposal, requiring off-site storage vendors to shred documents maintained in such locations prior to disposal, and erasing and/or obliterating any data contained on electronic media in such a manner that the information can no longer be read or reconstructed.

 

66


 

PROXY VOTING

 

 

 

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities and information regarding how the Funds voted those proxies during the most recent twelve month period ended June 30 is available without charge upon request by (1) calling the Funds at (877) 764-3863 and (2) from Fund documents filed with the Securities and Exchange Commission (“SEC”) on the SEC’s website at www.sec.gov.

 

TRUSTEES

R. Jeffrey Young, Chairman

Ira P. Cohen

Andrea N. Mullins

OFFICERS

R. Jeffrey Young, Principal Executive

    Officer and President

Bryan W. Ashmus, Principal Financial

    Officer and Treasurer

John C. Swhear, Chief Compliance Officer,

    AML Officer and Vice President

Carol J. Highsmith, Vice President and Secretary

Matthew J. Miller, Vice President

INVESTMENT ADVISER

SMI Advisory Services, LLC

P.O. Box 547

Columbus, IN 47202

DISTRIBUTOR

Unified Financial Securities, LLC

9465 Counselors Row, Suite 200

Indianapolis, IN 46240

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen & Company, Ltd.

1350 Euclid Avenue, Suite 800

Cleveland, OH 44115

LEGAL COUNSEL

The Law Offices of John H. Lively &

    Associates, Inc.

A member firm of The 1940 Act Law GroupTM

11300 Tomahawk Creek Pkwy, Suite 310

Leawood, KS 66211

CUSTODIAN

Huntington National Bank

41 South High Street

Columbus, OH 43215

ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTANT

Ultimus Asset Services, LLC

225 Pictoria Drive Suite 450

Cincinnati, OH 45246

 

 

This report is intended only for the information of shareholders or those who have received the Funds’ prospectus which contains information about each Fund’s management fee and expenses. Please read the prospectus carefully before investing.

Distributed by Unified Financial Securities, LLC

Member FINRA/SIPC

 

67


LOGO

 

 

SOUND MIND
INVESTING FUND (SMIFX)

 

 

 

SMI CONSERVATIVE ALLOCATION FUND (SMILX)

 

 

 

SMI DYNAMIC ALLOCATION FUND (SMIDX)

 

 

 

SMI BOND FUND (SMIUX)

 

 

 

SMI 50/40/10 FUND (SMIRX)

 

 

 
ANNUAL REPORT
 
OCTOBER 31, 2016

Fund Adviser:

SMI Advisory Services, LLC

P.O. BOX 547

Columbus, IN 47202

Toll Free (877) SMI-Fund

www.smifund.com

 


 

LOGO

Annual Report

October 31, 2016

Fund Adviser:

Kovitz Investment Group Partners, LLC

115 South LaSalle Street, 27th Floor

Chicago, IL 60603

Toll Free (888) 695-3729


MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE – (Unaudited)

Kovitz Investment Group, LLC launched the Green Owl Intrinsic Value Fund (the “Fund”) with the goal of seeking long-term capital appreciation through high risk-adjusted returns. Relying on a fundamental, research-driven process, the Fund strives to build a diversified portfolio of equity investments through the purchase of competitively advantaged and financially strong companies at prices substantially less than our estimate of their intrinsic values.

As long-term investors, our research process emphasizes the appraisal of factors that we believe matter most to a business’s long-term success. These include the quality of the business, the strength of the balance sheet, the predictability of the cash flows, and the ability of the management team to allocate capital intelligently and judiciously. We believe these attributes are the most reliable predictors of a company’s ability to maximize intrinsic value on a per share basis.

Broadly speaking, our strategy is to own a relatively concentrated portfolio of the very best ideas we can find – essentially, stocks we believe to be undervalued with enduring competitive advantages that can generate sustainable free cash flow and have strong balance sheets. We are agnostic as to the timing, but believe that our disciplined approach to security selection along with the patience to ride out, and take advantage of, market volatility will ultimately lead to more than satisfactory results.

Overall, we remain optimistic about the long-term outlook for the Fund, where the valuation of its holdings, in aggregate, is significantly lower than that of the overall market. The wide valuation disparities that characterize the current market offer significant opportunities for active management. We believe that patience, persistence, and a long-term investment horizon are essential to long-term investment success. We encourage our shareholders to take a similar view.

Market and Performance Summary

For the fiscal year ending October 31, 2016, the Fund returned 3.65%. In comparison, our benchmark, the S&P 500 Index, gained 4.51% during the same period. Since inception on December 28, 2011, the Fund has compounded at a rate of 11.53% annually, versus 14.00% annually for the S&P 500.

While slightly underperforming our benchmark for the year, we began to see a shift in investor sentiment towards the latter half of the fiscal year. Up until this time, the combination of modest U.S. economic growth and low interest rates caused investors to search for yield in the equity markets to the exclusion of almost any other attribute. As a consequence, stocks perceived as defensive (e.g. Consumer Staples/Utilities) with “bond-like” characteristics (i.e. attractive dividend yields) outperformed most any business with even a whiff of cyclicality. As history has shown, whenever investors clamor for certain stocks with certain attractive near-term prospects to the exclusion of price, the euphoria eventually outstrips the reality. Over the summer, we urged caution and suggested that there’s danger in thinking you’re defensively positioned when you overpay. While correctly assessing the range of a company’s future growth prospects is essential for any investor to be successful, we think the price paid for that prospective growth is the more important driver of long-term performance. Said differently, at one price, a potential investment may offer substantial investment merit. At a higher price, the same investment may offer only heartache.

As the year progressed and interest rates started to move higher (unthinkable only a few months before), excitement over supposed safe stocks appeared to wane. What had been the best performing sectors became the weakest while supposedly riskier cyclical sectors became some of the best performing. To us, this turn in performance came down to the fact that valuation – what a business sells for in relation to its intrinsic value – finally was relevant again. In other words, more cheaply valued stocks finally did better than more richly valued ones. At long-last, valuation parameters mattered and acted as a catalyst for price movement just like it has done for most of our investing careers.

 

1


We have long argued that stock price movements over the last few years were not driven by the valuation of the underlying businesses and did not necessarily mirror the fundamentals or economic prospects of the underlying businesses. Price momentum, where expensive stocks continued to get more expensive and cheap stocks seemed to get ever cheaper, played a bigger role in determining stock price movements than valuation. Investors had also appeared to focus way too much on how much the company decided to pay out to shareholders in the form of a dividend. A dividend payment is just a capital allocation decision. We believe the intrinsic value of a company’s stock should be based solely on the amount of cash it generates, not on whether management chooses to allocate a larger or smaller portion of that cash towards a dividend. We have felt that this type of investment landscape was unsustainable and we may now be at an inflection point where math and economics will finally trump momentum and the chase for yield.

In the meantime, our job is to continue to identify companies that are unappreciated by the market and whose shares are undervalued. A contrarian approach – avoiding recently expensive securities and favoring recently cheap securities – may be uncomfortable in the short run, but it can be a sound way to generate outperformance in the long run. Our job is to endure the emotional discomfort of deviating from the crowd, which we believe sets the stage for our style of investing to continue to work over time. The bedrock of our philosophy is that price matters. Our clients would be poorly served if we chose to simply pile into whatever shares had appreciated the most over recent years, ignoring price, valuation, and underlying fundamentals. We believe this is a time when paying calm, careful, and deliberate attention to the changing investment landscape can have a tremendous payoff.

Performance Attribution

Key Contributors to Relative Results

The individual positions that contributed the most to performance during the year were: Quanta Services (PWR), Jacobs Engineering Group (JEC), CBS (CBS), Halliburton (HAL), and AON (AON).

The Fund’s holdings in the Industrial sector (up 21% compared to up 7% for the S&P 500 sector) contributed significantly to results. Quanta (up 43%) and Jacobs Engineering (up 29%) were particularly strong.

The Fund’s average underweight position in the Healthcare sector (1% versus 15%) contributed to results as Healthcare was one of three sectors with negative returns over the fiscal year.

Key Detractors to Relative Results

The individual positions that detracted the most from performance during the year were: Bed Bath & Beyond (BBBY), McKesson (MCK), Noble (NE), CarMax (KMX), and CVS Health (CVS).

The Fund’s average overweight position (19% versus 13% for the S&P 500) and holdings in the Consumer Discretionary sector (down 3% versus down 2%) detracted from results. Bed Bath & Beyond (down 14%) was particularly weak.

The Fund’s average underweight position (10% versus 21% for the S&P 500) and holdings in the Information Technology sector (up 8% versus up 11%) detracted from results.

Portfolio Activity

Portfolio activity during the year included the following:

Initiated positions in the following 4 companies; AMERCO (UHAL), Robert Half International (RHI), McKesson, and CBRE Group (CBG).

 

2


Increased position sizes in the following 8 companies; American Airlines Group (AAL), American Express (AXP), Apple (AAPL), Bank of America (BAC), CBS Corp., CVS Health, Harley-Davidson (HOG), and Leucadia National (LUK).

Exited positions in the following 7 companies; Accenture (ACN), American International Group (AIG), Baker Hughes (BHI), Bed Bath & Beyond, Corning (GLW), Viacom (VIA.B), Wal-Mart Stores (WMT).

Decreased position sizes in the following 2 companies; Bank of New York Mellon (BK), Jacobs Engineering Group.

As of October 31, 2016, our five largest positions were Quanta Services, Berkshire Hathaway (BRKB), Apple, Bank of America, and JPMorgan Chase (JPM).

We remain focused on the careful and patient application of our investment criteria and valuation requirements. We are more concerned with the risk of suffering a permanent loss of capital than about the risk of missing opportunities, especially those that are short-term in nature. Our bottom-up research emphasizes business quality, industry structures, growth opportunities, management skill and corporate culture. It is further augmented by our assessment of the company’s ability to sustain earnings power over the long haul through an understanding of its competitive advantages, business model and management’s proficiency in the allocation of capital. We use absolute, rather than relative, methods to estimate companies’ intrinsic values and we use the movement of market prices around these intrinsic value estimates to construct and manage a portfolio of high-quality businesses that have the potential to create sustained shareholder value over many years.

Thank you for your continued support and trust in our ability to manage your investment in the Fund.

Kovitz Investment Group Partners, LLC

 

3


INVESTMENT RESULTS – (Unaudited)

 

Average Annual Total Returns*

(For the periods ended October 31, 2016)

 

       One Year      Since Inception
(December 22, 2011)  (a)
 

Green Owl Intrinsic Value Fund

       3.65      11.53

S&P 500® Index**

       4.51      13.68

 

Total annual operating expenses, as disclosed in the Fund’s prospectus dated February 29, 2016, were 1.37% of average daily net assets (1.10% after fee waivers/expense reimbursements by Kovitz Investment Group Partners, LLC (the “Adviser”). Effective January 1, 2016, the Adviser contractually agreed to waive or limit its fees and to assume other expenses of the Fund until February 28, 2018, so that the Total Annual Operating Expenses do not exceed 1.10%. This operating expense limitation does not apply to interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, other extraordinary expenses not incurred in the ordinary course of the Fund’s business, dividend expense on short sales, expenses incurred under a Rule 12b-1 plan of distribution, “acquired fund fees and expenses,” and expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Additional information pertaining to the Fund’s expense ratios as of October 31, 2016 can be found in the financial highlights.

The performance quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Current performance of the Fund may be lower or higher than the performance quoted. The Fund’s investment objectives, risks, charges and expenses must be considered carefully before investing. Performance data current to the most recent month end may be obtained by calling 1-888-695-3729.

 

(a) 

The Fund commenced operations on December 22, 2011. However, the Fund did not invest in long-term securities towards the investment objective until December 28, 2011. December 28, 2011 is the performance calculation inception date.

 

  * Return figures reflect any change in price per share and assume the reinvestment of all distributions. The Fund’s returns reflect any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would have been lower.

 

**

The S&P 500® Index is a widely recognized unmanaged index of equity securities and is representative of a broader domestic equity market and range of securities than is found in the Fund’s portfolio. Individuals cannot invest directly in the Index; however, an individual can invest in exchange traded funds or other investment vehicles that attempt to track the performance of a benchmark index.

The Fund’s investment objectives, strategies, risks, charges and expenses must be considered carefully before investing. The prospectus contains this and other important information about the Fund and may be obtained by calling the same number as above. Please read it carefully before investing.

The Fund is distributed by Unified Financial Securities, LLC, member FINRA/SIPC.

 

4


Comparison of the Growth of a $10,000 Investment in the Green Owl Intrinsic Value

Fund and the S&P 500® Index (Unaudited)

 

LOGO

The Fund commenced operations on December 22, 2011. However, the Fund did not invest in long-term securities towards the investment objective until December 28, 2011. December 28, 2011 is the performance calculation inception date. The chart above assumes an initial investment of $10,000 made on December 28, 2011 and held through October 31, 2016. The S&P 500® Index is a widely recognized unmanaged index of equity securities and is representative of a broader domestic equity market and range of securities than is found in the Fund’s portfolio. Individuals cannot invest directly in the Index; however, an individual can invest in exchange traded funds or other investment vehicles that attempt to track the performance of a benchmark index. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE FUTURE RESULTS. 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 Fund, and to obtain performance data current to the most recent month end or to request a prospectus, please call 1-888-695-3729. 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.

The Fund is distributed by Unified Financial Securities, LLC, member FINRA.

 

5


FUND HOLDINGS – (Unaudited)

 

LOGO

 

1As

a percentage of net assets.

The investment objective of the Green Owl Intrinsic Value Fund is long-term capital appreciation.

AVAILABILITY OF PORTFOLIO SCHEDULE – (Unaudited)

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available at the SEC’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

6


GREEN OWL INTRINSIC VALUE FUND

SCHEDULE OF INVESTMENTS

October 31, 2016

 

Common Stocks – 95.82%    Shares      Fair Value  

Consumer Discretionary – 16.60%

     

CarMax, Inc. *

     30,240       $ 1,510,186   

CBS Corp., Class B

     36,230         2,051,343   

General Motors Co.

     70,600         2,230,960   

Harley-Davidson, Inc.

     26,535         1,513,026   

Kohl’s Corp.

     39,900         1,745,625   

Walt Disney Co./The

     12,100         1,121,549   
     

 

 

 
        10,172,689   
     

 

 

 

Consumer Staples – 5.23%

     

Coca-Cola Co./The

     12,470         528,728   

CVS Health Corp.

     20,895         1,757,269   

Walgreens Boots Alliance, Inc.

     11,075         916,235   
     

 

 

 
        3,202,232   
     

 

 

 

Energy – 3.88%

     

Halliburton Co.

     38,200         1,757,200   

Schlumberger Ltd.

     7,895         617,626   
     

 

 

 
        2,374,826   
     

 

 

 

Financials – 30.59%

     

American Express Co.

     30,610         2,033,116   

Aon PLC

     15,900         1,762,197   

Bank of America Corp.

     172,175         2,840,887   

Bank of New York Mellon Corp./The

     26,675         1,154,227   

Berkshire Hathaway, Inc., Class B *

     28,815         4,158,004   

Citigroup, Inc.

     26,400         1,297,560   

JPMorgan Chase & Co.

     36,230         2,509,290   

Leucadia National Corp.

     80,485         1,502,655   

Wells Fargo & Co.

     32,255         1,484,052   
     

 

 

 
        18,741,988   
     

 

 

 

Health Care – 2.66%

     

McKesson Corp.

     12,800         1,627,776   
     

 

 

 

Industrials – 25.38%

     

AMERCO

     2,810         905,916   

American Airlines Group, Inc. (a)

     36,640         1,487,584   

Boeing Co./The

     15,190         2,163,512   

Jacobs Engineering Group, Inc. *

     47,724         2,461,604   

Quanta Services, Inc. *

     153,955         4,426,206   

Robert Half International, Inc.

     32,218         1,205,598   

United Parcel Service, Inc., Class B

     11,520         1,241,395   

Valmont Industries, Inc.

     12,953         1,657,336   
     

 

 

 
        15,549,151   
     

 

 

 

 

See accompanying notes which are an integral part of these financial statements.

 

7


GREEN OWL INTRINSIC VALUE FUND

SCHEDULE OF INVESTMENTS – (continued)

October 31, 2016

 

Common Stocks – 95.82% – continued    Shares      Fair Value  

Information Technology – 9.10%

     

Alphabet, Inc., Class A *

     773       $ 626,053   

Alphabet, Inc., Class C *

     2,053         1,610,661   

Apple, Inc.

     29,430         3,341,482   
     

 

 

 
        5,578,196   
     

 

 

 

Real Estate – 2.38%

     

CBRE Group, Inc., Class A *

     56,750         1,461,880   
     

 

 

 

Total Common Stocks (Cost $47,403,972)

        58,708,738   
     

 

 

 

Exchange-Traded Funds – 1.13%

     

VanEck Vectors Oil Services ETF

     24,635         691,504   
     

 

 

 

Total Exchange-Traded Funds (Cost $734,261)

        691,504   
     

 

 

 

Money Market Securities – 3.41%

     

Federated Treasury Obligations Fund – Service Shares, 0.01% (b)

     2,085,616         2,085,616   
     

 

 

 

Total Money Market Securities (Cost $2,085,616)

        2,085,616   
     

 

 

 

Total Investments – 100.36% (Cost $50,223,849)

        61,485,858   
     

 

 

 

Total Written Call Options (Premiums Received $46,179) – (0.01)%

        (3,000
     

 

 

 

Liabilities in Excess of Other Assets – (0.35)%

        (215,600
     

 

 

 

NET ASSETS – 100.00%

      $ 61,267,258   
     

 

 

 

 

  (a) All or a portion of this security is held as collateral for written call options.
  (b) Rate disclosed is the seven day effective yield as of October 31, 2016.
  * Non-income producing security.

The sectors shown on the schedule of investments are based on Global Industry Classification Standard, or GICS® (“GICS”). The GICS was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS is a service mark of MSCI, Inc. and S&P and has been licensed for use by Ultimus Asset Services, LLC.

 

See accompanying notes which are an integral part of these financial statements.

 

8


GREEN OWL INTRINSIC VALUE FUND

SCHEDULE OF WRITTEN OPTIONS

October 31, 2016

 

Written Call Options – (0.01)%    Outstanding
Contracts
    Fair Value  

American Airlines Group, Inc./ January 2017/ Strike $50.00 (a)

     (150   $ (3,000
    

 

 

 
Total Written Call Options (Premiums Received $46,179) – (0.01)%      $ (3,000
    

 

 

 

 

  (a) The call contract has a multiplier of 100 shares.

 

See accompanying notes which are an integral part of these financial statements.

 

9


GREEN OWL INTRINSIC VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2016

 

Assets

  

Investments in securities at fair value (cost $50,223,849)

   $ 61,485,858   

Receivable for fund shares sold

     20,670   

Receivable for investments sold

     470,243   

Dividends receivable

     30,669   

Prepaid expenses

     20,410   
  

 

 

 

Total Assets

     62,027,850   
  

 

 

 

Liabilities

  

Written options, at fair value (premium received $46,179)

     3,000   

Payable for fund shares redeemed

     10,021   

Payable for investments purchased

     670,499   

Payable to Adviser

     37,433   

Payable to administrator, fund accountant, and transfer agent

     7,787   

Payable to trustees

     34   

Other accrued expenses

     31,818   
  

 

 

 

Total Liabilities

     760,592   
  

 

 

 

Net Assets

   $ 61,267,258   
  

 

 

 

Net Assets consist of:

  

Paid-in capital

   $ 49,975,879   

Accumulated undistributed net investment income

     173,161   

Accumulated undistributed net realized loss from investments

     (186,970

Net unrealized appreciation on:

  

Investment securities

     11,262,009   

Written options

     43,179   
  

 

 

 

Net Assets

   $ 61,267,258   
  

 

 

 

Shares outstanding
(unlimited number of shares authorized, no par value)

     4,063,717   
  

 

 

 

Net asset value, offering and redemption price per share

   $ 15.08   
  

 

 

 

 

See accompanying notes which are an integral part of these financial statements.

 

10


GREEN OWL INTRINSIC VALUE FUND

STATEMENT OF OPERATIONS

For the year ended October 31, 2016

 

Investment Income

  

Dividend income

   $ 875,440   
  

 

 

 

Total investment income

     875,440   
  

 

 

 

Expenses

  

Investment Adviser

     577,767   

Administration

     46,050   

Fund accounting

     25,085   

Transfer agent

     22,572   

Custodian

     10,061   

Trustee

     5,786   

Line of credit

     2,332   

Miscellaneous

     121,688   
  

 

 

 

Total expenses

     811,341   
  

 

 

 

Fees waived by Adviser

     (173,710
  

 

 

 

Net operating expenses

     637,631   
  

 

 

 

Net investment income

     237,809   
  

 

 

 

Net Realized and Unrealized Gain (Loss) on Investments

  

Net realized loss on investment securities transactions

     (168,473

Net change in unrealized appreciation of investment securities

     1,878,875   

Net change in unrealized appreciation/depreciation of written options

     78,000   
  

 

 

 

Net realized and unrealized gain on investments

     1,788,402   
  

 

 

 

Net increase in net assets resulting from operations

   $ 2,026,211   
  

 

 

 

 

See accompanying notes which are an integral part of these financial statements.

 

11


GREEN OWL INTRINSIC VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS

 

     For the
Year Ended
October 31, 2016
    For the
Year Ended
October 31, 2015
 

Increase (Decrease) in Net Assets due to:

    

Operations

    

Net investment income

   $ 237,809      $ 302,919   

Net realized gain (loss) on investment transactions

     (168,473     968,969   

Net change in unrealized appreciation/depreciation of investments and written options

     1,956,875        (1,647,258
  

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from operations

     2,026,211        (375,370
  

 

 

   

 

 

 

Distributions

    

From net investment income

     (241,645     (764,929

From net realized gains

     (934,988     (2,314,248
  

 

 

   

 

 

 

Total distributions

     (1,176,633     (3,079,177
  

 

 

   

 

 

 

Capital Transactions

    

Proceeds from shares sold

     7,328,721        10,031,283   

Reinvestment of distributions

     1,113,919        2,937,926   

Amount paid for shares redeemed

     (7,343,220     (10,777,672
  

 

 

   

 

 

 

Net increase in net assets resulting from capital transactions

     1,099,420        2,191,537   
  

 

 

   

 

 

 

Total Increase (Decrease) in Net Assets

     1,948,998        (1,263,010
  

 

 

   

 

 

 

Net Assets

    

Beginning of year

     59,318,260        60,581,270   
  

 

 

   

 

 

 

End of year

   $ 61,267,258      $ 59,318,260   
  

 

 

   

 

 

 

Accumulated undistributed net investment income included in net assets at end of year

   $ 173,161      $ 176,997   
  

 

 

   

 

 

 

Share Transactions

    

Shares sold

     512,880        654,165   

Shares issued in reinvestment of distributions

     76,663        194,051   

Shares redeemed

     (524,224     (703,988
  

 

 

   

 

 

 

Net increase in shares outstanding

     65,319        144,228   
  

 

 

   

 

 

 

 

See accompanying notes which are an integral part of these financial statements.

 

12


GREEN OWL INTRINSIC VALUE FUND

FINANCIAL HIGHLIGHTS

(For a share outstanding during each period)

 

     For the
Year Ended
October 31,

2016
    For the
Year Ended
October 31,

2015
    For the
Year Ended
October 31,

2014
    For the
Year Ended
October 31,

2013
    For the
Period Ended
October 31,

2012 (a)
 

Selected Per Share Data:

          

Net asset value, beginning of period

   $ 14.84      $ 15.72      $ 14.99      $ 11.67      $ 10.00   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investment operations:

          

Net investment income

     0.06        0.08        0.19        0.02        0.02   

Net realized and unrealized gain (loss) on investments

     0.47        (0.16     1.11        3.41        1.65   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     0.53        (0.08     1.30        3.43        1.67   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions to shareholders from:

          

Net investment income

     (0.06     (0.20     (0.03     (0.05       

Net realized gains

     (0.23     (0.60     (0.54     (0.06       
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (0.29     (0.80     (0.57     (0.11       
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 15.08      $ 14.84      $ 15.72      $ 14.99      $ 11.67   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (b)

     3.65     (0.60 )%      8.86     29.59     16.70 %(c) 

Ratios and Supplemental Data:

          

Net assets, end of period (000)

   $ 61,267      $ 59,318      $ 60,581      $ 47,129      $ 24,756   

Ratio of net expenses to average net assets

     1.10     1.10     1.11 %(e)      1.40     1.41 %(d)(e) 

Ratio of expenses to average net assets before waiver and reimbursement

     1.40     1.37     1.38     1.52     2.11 %(d) 

Ratio of net investment income to average net assets

     0.41     0.49     1.30     0.14     0.26 %(d) 

Portfolio turnover rate

     21     33     35     20     11 %(c) 

 

(a) For the period December 22, 2011 (commencement of operations) to October 31, 2012.
(b) Total return in the above table represents the rate that an investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions.
(c) Not annualized.
(d) Annualized
(e) Includes line of credit interest expense of 0.01%.

 

See accompanying notes which are an integral part of these financial statements.

 

13


GREEN OWL INTRINSIC VALUE FUND

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2016

 

NOTE 1. ORGANIZATION

 

The Green Owl Intrinsic Value Fund (the “Fund”) is an open-end diversified series of Valued Advisers Trust (the “Trust”). The Trust is a management investment company established under the laws of Delaware by an Agreement and Declaration of Trust dated June 13, 2008 (the “Trust Agreement”). The Trust Agreement permits the Board of Trustees (the “Board”) to issue an unlimited number of shares of beneficial interest of separate series without par value. The Fund is one of a series of funds authorized by the Board. The Fund’s investment adviser is Kovitz Investment Group Partners, LLC (the “Adviser”). The investment objective of the Fund is to provide long-term capital appreciation.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

The Fund is an investment company and follows accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 946, “Financial Services-Investment Companies”. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. These polices are in conformity with generally accepted accounting principles in the United States of America (“GAAP”).

Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

Securities Valuation – All investments in securities are recorded at their estimated fair value as described in Note 3.

Federal Income Taxes – The Fund makes no provision for federal income or excise tax. The Fund has qualified and intends to qualify each year as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended, by complying with the requirements applicable to RICs and by distributing substantially all of its taxable income. The Fund also intends to distribute sufficient net investment income and net capital gains, if any, so that it will not be subject to excise tax on undistributed income and gains. If the required amount of net investment income or gains is not distributed, the Fund could incur a tax expense.

As of and during the year ended October 31, 2016, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the statement of operations. The Fund is subject to examination by U.S. federal tax authorities for the last three tax years and the interim tax period since then. During the period, the Fund did not incur any interest or penalties.

Expenses – Expenses incurred by the Trust that do not relate to a specific fund of the Trust are allocated to the individual funds based on each fund’s relative net assets or other appropriate basis (using procedures approved by the Board).

Security Transactions and Related Income – The Fund follows industry practice and records security transactions on the trade date for financial reporting purposes. The specific identification method is used for determining gains or losses for financial statements and income tax purposes. Dividend income is recorded on the ex-dividend

 

14


GREEN OWL INTRINSIC VALUE FUND

NOTES TO THE FINANCIAL STATEMENTS – (continued)

October 31, 2016

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES – continued

 

date and interest income is recorded on an accrual basis. Discounts and premiums on securities purchased are amortized or accreted using the effective interest method.

Dividends and Distributions – The Fund intends to distribute substantially all of its net investment income, net realized long-term capital gains and its net realized short-term capital gains, if any, to its shareholders on at least an annual basis. Dividends to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset values per share of the Fund. There were no such material reclassifications made as of October 31, 2016.

Written Options – The Fund may write covered call options on equity securities or futures contracts that the Fund is eligible to purchase to extend a holding period to obtain long-term capital gain treatment, to earn premium income, to assure a definite price for a security it has considered selling, or to close out options previously purchased. The Fund may write covered call options if, immediately thereafter, not more than 30% of its net assets would be committed to such transactions. A call option gives the holder (buyer) the right to purchase a security or futures contract at a specified price (the exercise price) at any time until a certain date (the expiration date). A call option is “covered” if the Fund owns the underlying security subject to the call option at all times during the option period, or to the extent that some or all of the risk of the option has been offset by another option. When the Fund writes a covered call option, it maintains a segregated position within its account with its Custodian or as otherwise required by the rules of the exchange of the underlying security, cash or liquid portfolio securities in an amount not less than the exercise price at all times while the option is outstanding. See Note 4 for additional disclosures.

The Fund will receive a premium from writing a call option, which increases the Fund’s return in the event the option expires unexercised or is closed out at a profit. The amount of the premium will reflect, among other things, the relationship of the market price of the underlying security to the exercise price of the option and the remaining term of the option. However, there is no assurance that a closing transaction can be effected at a favorable price. During the option period, the covered call writer has, in return for the premium received, given up the opportunity for capital appreciation above the exercise price should the market price of the underlying security increase, but has retained the risk of loss should the price of the underlying security decline.

The Fund may write put options on equity securities and futures contracts that the Fund is eligible to purchase to earn premium income or to assure a definite price for a security if it is considering acquiring the security at a lower price than the current market price or to close out options previously purchased. The Fund may not write a put option if, immediately thereafter, more than 25% of its net assets would be committed to such transactions. A put option gives the holder of the option the right to sell, and the writer has the obligation to buy, the underlying security at the exercise price at any time during the option period. The operation of put options in other respects is substantially identical to that of call options. When the Fund writes a put option, it maintains a segregated position within its account with the Custodian of cash or liquid portfolio securities in an amount not less than the exercise price at all times while the put option is outstanding.

 

15


GREEN OWL INTRINSIC VALUE FUND

NOTES TO THE FINANCIAL STATEMENTS – (continued)

October 31, 2016

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES – continued

 

The Fund will receive a premium from writing a put option, which increases the Fund’s return in the event the option expires unexercised or is closed out at a profit. The amount of the premium will reflect, among other things, the relationship of the market price of the underlying security to the exercise price of the option and the remaining term of the option. The risks involved in writing put options include the risk that a closing transaction cannot be effected at a favorable price and the possibility that the price of the underlying security may fall below the exercise price, in which case the Fund may be required to purchase the underlying security at a higher price than the market price of the security at the time the option is exercised, resulting in a potential capital loss unless the security subsequently appreciates in value. During the year ended October 31, 2016, the Fund utilized covered call options to extend the holding period to obtain long-term capital gain treatment and to take advantage of the option premium to garner a higher exit price than would have been available by immediately selling the stock.

NOTE 3. SECURITIES VALUATION AND FAIR VALUE MEASUREMENTS

Fair value is defined as the price that the Fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market of the investment. GAAP established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes.

Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk (the risk inherent in a particular valuation technique used to measure fair value including items such as a pricing model and/or the risk inherent in the inputs to the valuation technique). Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.

 

   

Level 1 – unadjusted quoted prices in active markets for identical investments and/or registered investment companies where the value per share is determined and published and is the basis for current transactions for identical assets or liabilities at the valuation date

 

   

Level 2 – other significant observable inputs (including, but not limited to, quoted prices for an identical security in an inactive market, quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

 

   

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining fair value of investments based on the best information available)

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.

Equity securities, including common stocks and exchange-traded funds, that are traded on any stock exchange are generally valued at the last quoted sale price on the security’s primary exchange. Lacking a last sale price, an

 

16


GREEN OWL INTRINSIC VALUE FUND

NOTES TO THE FINANCIAL STATEMENTS – (continued)

October 31, 2016

 

NOTE 3. SECURITIES VALUATION AND FAIR VALUE MEASUREMENTS – continued

 

exchange-traded security is generally valued at its last bid price. Securities traded in the NASDAQ over-the-counter market are generally valued at the NASDAQ Official Closing Price. When using the market quotations and when the market is considered active, the security is classified as a Level 1 security. In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value in accordance with policies established by and under the general supervision of the Board. Under these policies, the securities will be classified as Level 2 or 3 within the fair value hierarchy, depending on the inputs used.

Investments in open-end mutual funds, including money market mutual funds, are generally priced at the ending net asset value (“NAV”) provided by the service agent of the funds. These securities are categorized as Level 1 securities.

Written option contracts in which the Fund invests are generally traded on an exchange. The options in which the Fund invests are generally valued at the last trade price as provided by a pricing service. If the last sale price is not available, the options will be valued at the mean of the last bid and ask prices. The options will generally be categorized as Level 1 securities. If the Fund decides that a price provided by the pricing service does not accurately reflect the fair value of the securities, when prices are not readily available from a pricing service, or when restricted or illiquid securities are being valued, securities are valued at fair value as determined by the Adviser, in conformity with policies adopted by and subject to review of the Board. These securities will generally be categorized as Level 3 securities.

In accordance with the Trust’s valuation policies, the Adviser is required to consider all appropriate factors relevant to the value of securities for which it has determined other pricing sources are not available or reliable as described above. No single standard exists for determining fair value, because fair value depends upon the circumstances of each individual case. As a general principle, the current fair value of an issue of securities being valued by the Adviser would be the amount which the Fund might reasonably expect to receive for them upon their current sale. Methods which are in accordance with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market of a similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods. Fair value pricing is permitted if, in the Adviser’s opinion, the validity of market quotations appears to be questionable based on factors such as evidence of a thin market in the security based on a small number of quotations, a significant event occurs after the close of a market but before a Fund’s NAV calculation that may affect a security’s value, or the Adviser is aware of any other data that calls into question the reliability of market quotations.

The following is a summary of the inputs used to value the Fund’s investments as of October 31, 2016:

 

      Valuation Inputs  
Assets    Level 1      Level 2      Level 3      Total  

Common Stocks*

   $ 58,708,738       $   –       $   –       $ 58,708,738   

Exchange-Traded Funds

     691,504                         691,504   

Money Market Securities

     2,085,616                         2,085,616   

Total

   $   61,485,858       $   –       $   –       $   61,485,858   

 

* Refer to the Schedule of Investments for industry classifications.

 

17


GREEN OWL INTRINSIC VALUE FUND

NOTES TO THE FINANCIAL STATEMENTS – (continued)

October 31, 2016

 

NOTE 3. SECURITIES VALUATION AND FAIR VALUE MEASUREMENTS – continued

 

 

      Valuation Inputs  
Liabilities    Level 1      Level 2      Level 3      Total  

Written Options

   $   (3,000    $   –       $   –       $   (3,000

Total

   $ (3,000    $       $       $ (3,000

The Fund did not hold any investments during the reporting period in which significant unobservable inputs were used in determining fair value; therefore, no reconciliation of Level 3 securities is included for this reporting period. The Trust recognizes transfers between fair value hierarchy levels at the reporting period end. There were no transfers between any levels for the year ended October 31, 2016 and the previous reporting period end.

NOTE 4. DERIVATIVE TRANSACTIONS

Call options written are presented separately on the Statement of Assets and Liabilities as a liability at fair value and on the Statement of Operations under net realized loss on written option transactions and change in unrealized depreciation on written option contracts, respectively. The option positions held at year end are representative of the volume for the year.

At October 31, 2016:

 

Derivatives    Location of Derivatives on
Statement of Assets & Liabilities
       

Equity Risk:

         

Written Call Options

   Written options, at fair value    $   (3,000

Equity Risk:

         

Written Call Options

   Net unrealized appreciation/depreciation on written options    $   43,179   

For the year ended October 31, 2016:

 

Derivatives   

Location of Gain (Loss) on

Derivatives on Statement of Operations

     Change in
Unrealized
Appreciation
(Depreciation)
on Derivatives
 

Equity Risk:

         

Written Call Options

    
 
Net change in unrealized appreciation/depreciation on
written options
  
  
   $   78,000   

 

18


GREEN OWL INTRINSIC VALUE FUND

NOTES TO THE FINANCIAL STATEMENTS – (continued)

October 31, 2016

 

NOTE 4. DERIVATIVE TRANSACTIONS – continued

 

Transactions in written options by the Fund during the year ended October 31, 2016, were as follows:

 

     Number of
Contracts
    Premiums
Received
 

Options outstanding at October 31, 2015

    (150   $ 46,179   

Options written

             

Options exercised

             

Options closed

             
 

 

 

   

 

 

 

Options outstanding at October 31, 2016

    (150   $ 46,179   
 

 

 

   

 

 

 

NOTE 5. ADVISER FEES AND OTHER TRANSACTIONS

Under the terms of the management agreement, on behalf of the Fund (the “Agreement”), the Adviser manages the Fund’s investments subject to approval by the Board. As compensation for its management services, the Fund is obligated to pay the Adviser a fee computed and accrued daily and paid monthly at an annual rate of 1.00% of the average daily net assets of the Fund. For the year ended October 31, 2016, the Adviser earned a fee of $577,767 from the Fund before the reimbursement described below. At October 31, 2016, the Fund owed the Adviser $37,433.

Prior to January 1, 2016, the Fund’s investment adviser was Kovitz Investment Group, LLC (“KIG”). On January 1, 2016, Focus Financial Partners, LLC (“Focus”) acquired substantially all of the assets of KIG, which concurrently sold substantially all of its assets to the Adviser, an indirect wholly-owned subsidiary of Focus.

The Adviser has contractually agreed to waive its management fee and/or reimburse expenses so that total fund operating expenses, excluding interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, other extraordinary expenses not incurred in the ordinary course of the Fund’s business, dividend expense on short sales, and expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement, if applicable, incurred by the Fund in any fiscal year, do not exceed 1.10% of the Fund’s average daily net assets through February 28, 2018. The operating expense limitation also excludes any fees and expenses of acquired funds.

For the year ended October 31, 2016, fees totaling $173,710 were waived by the Adviser. Each fee waiver or expense reimbursement by the Adviser with respect to the Fund is subject to repayment by the Fund within the three fiscal years following the fiscal year in which that particular fee waiver or expense reimbursement occurred, provided that the Fund is able to make the repayment without exceeding the expense limitation in effect at the time of the fee waiver or expense reimbursement and any expense limitation in place at the time of repayment.

The amounts subject to repayment by the Fund pursuant to the aforementioned conditions are as follows:

 

Amount

  Recoverable through
October  31,
 

$  150,715

    2017   

    162,284

    2018   

    173,710

    2019   

 

19


GREEN OWL INTRINSIC VALUE FUND

NOTES TO THE FINANCIAL STATEMENTS – (continued)

October 31, 2016

 

NOTE 5. ADVISER FEES AND OTHER TRANSACTIONS – continued

 

The Trust retains Ultimus Asset Services, LLC (“Ultimus”), formerly Huntington Asset Services, Inc. (“HASI”) to provide the Fund with administration, fund accounting, transfer agent and compliance services, including all regulatory reporting. For the year ended October 31, 2016, Ultimus earned fees of $46,050, $25,085 and $22,572 for administration, accounting and transfer agent services, respectively. At October 31, 2016, Ultimus was owed $7,787 from the Fund for these services.

The officers and one trustee of the Trust are members of management and employees of Ultimus. Unified Financial Securities, LLC (the “Distributor”), acts as the principal distributor of the Fund’s shares.

Effective at the close of business on December 31, 2015, Ultimus Fund Solutions, LLC, acquired HASI and the Distributor from Huntington Bancshares, Inc. (“HBI”). Prior to January 1, 2016, HASI and the Distributor were under common control by HBI.

There were no payments made by the Fund to the Distributor during the year ended October 31, 2016. A trustee and certain officers of the Trust are officers of the Distributor and each such person may be deemed to be an affiliate of the Distributor.

During the year ended October 31, 2016, the Fund paid $5,857 to Kovitz Securities, LLC, an affiliate of the Adviser, on the execution of purchases and sales of the Fund’s portfolio investments.

NOTE 6. LINE OF CREDIT

The Fund participates in a short-term credit agreement (“Line of Credit”) with Huntington expiring on September 6, 2017. Under the terms of the agreement, the Fund may borrow the lesser of $1,000,000 or 5% of the Fund’s daily market value at an interest rate of LIBOR plus 150 basis points. The purpose of the agreement is to meet temporary or emergency cash needs, including redemption requests that might otherwise require the untimely disposition of securities. As of October 31, 2016, the Fund had no outstanding borrowings under this Line of Credit.

 

Average
Daily
Loan
Balance
   Weighted
Average
Interest
Rate
     Number of
Days
Outstanding*
     Interest
Expense
Incurred**
 

$  31,287

     1.92      1       $   2   

 

* Number of Days Outstanding represents the total days during the year ended October 31, 2016 that the Fund utilized the Line of Credit.
** Amount shown represents interest incurred on outstanding Line of Credit during the year ended October 31, 2016.

 

20


GREEN OWL INTRINSIC VALUE FUND

NOTES TO THE FINANCIAL STATEMENTS – (continued)

October 31, 2016

 

NOTE 7. PURCHASES AND SALES

 

For the year ended October 31, 2016, purchases and sales of investment securities, other than short-term investments and short-term U.S. government obligations, were as follows:

 

Purchases

 

U.S. Government Obligations

  $   

Other

      11,730,629   

Sales

 

U.S. Government Obligations

  $   

Other

    11,856,039   

NOTE 8. BENEFICIAL OWNERSHIP

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of a fund, under Section 2(a) (9) of the Investment Company Act of 1940. At October 31, 2016, there were no beneficial owners, either directly or indirectly, of more than 25% percent of the Fund.

NOTE 9. FEDERAL TAX INFORMATION

At October 31, 2016, the net unrealized appreciation (depreciation) of investments, including written options, for tax purposes was as follows:

 

Gross Appreciation

  $   12,378,315   

Gross (Depreciation)

    (1,073,127
 

 

 

 

Net Appreciation on Investments

  $ 11,305,188   
 

 

 

 

At October 31, 2016, the aggregate cost of securities for federal income tax purposes was $50,223,849 and premiums received for written options was $46,197 for the Fund.

On December 14, 2016 the Fund paid an income distribution of $0.057884 per share to shareholders of record on December 13, 2016.

The tax characterization of distributions for the fiscal year ended October 31, 2016 and 2015 was as follows:

 

    2016     2015  

Distributions paid from:

   

Ordinary Income*

  $    241,647      $ 764,929   

Long Term Capital Gains

    934,986        2,314,248   
 

 

 

   

 

 

 

Total Distributions

  $   1,176,633      $   3,079,177   
 

 

 

   

 

 

 

 

* Short term capital gain distributions are treated as ordinary income for tax purposes.

 

21


GREEN OWL INTRINSIC VALUE FUND

NOTES TO THE FINANCIAL STATEMENTS – (continued)

October 31, 2016

 

NOTE 9. FEDERAL TAX INFORMATION – continued

 

At October 31, 2016, the components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income

  $   175,676   

Undistributed long term capital gains

      

Net unrealized appreciation (depreciation)

    11,305,188   

Accumulated capital and other losses

    (189,485
 

 

 

 
  $   11,291,376   
 

 

 

 

As of October 31, 2016, the Fund had short-term capital loss carryforwards available to offset future gains and not subject to expiration in the amount of $186,968.

NOTE 10. COMMITMENTS AND CONTINGENCIES

The Fund indemnifies its officers and trustees for certain liabilities that may arise from their performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred.

NOTE 11. SUBSEQUENT EVENTS

Management of the Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date these financial statements were issued. There were no items requiring adjustment of financial statements or additional disclosure.

 

22


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of Green Owl Intrinsic Value Fund and

Board of Trustees of Valued Advisers Trust

We have audited the accompanying statement of assets and liabilities, including the schedule of investments and schedule of written options, of Green Owl Intrinsic Value Fund (the “Fund”), a series of Valued Advisers Trust, as of October 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five periods in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2016, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Green Owl Intrinsic Value Fund as of October 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five periods in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

COHEN & COMPANY, LTD.

Cleveland, Ohio

December 23, 2016

 

23


SUMMARY OF FUND EXPENSES (Unaudited)

As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning and held for the entire period from May 1, 2016 to October 31, 2016.

Actual Expenses

The first line of 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 = $8.60), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second line of the table below is useful in comparing ongoing costs only and will not help you determine the relative costs of owning different funds.

 

Green Owl Intrinsic Value Fund   

Beginning
Account Value

May 1, 2016

    

Ending

Account Value

October 31, 2016

    

Expenses Paid
During Period*

May 1, 2016 –
October 31, 2016

 

Actual

   $ 1,000.00       $ 1,043.60       $ 5.67   

Hypothetical**

   $ 1,000.00       $ 1,019.59       $ 5.60   

 

* Expenses are equal to the Fund’s annualized expense ratio of 1.10%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 

** Assumes a 5% return before expenses.

 

24


TRUSTEES AND OFFICERS (Unaudited)

The Board of Trustees supervises the business activities of the Trust. Each Trustee serves as a trustee until termination of the Trust unless the Trustee dies, resigns, retires or is removed.

The following tables provide information regarding the Trustees and Officers.

The following table provides information regarding each of the Independent Trustees.

 

Name, Address*, (Age),
Position with Trust**, Term

of Position with Trust

   Principal Occupation During Past 5 Years    Other Directorships

Ira Cohen, 57, Independent

Trustee, June 2010 to present.

   Current: Independent financial services consultant since February 2005; Executive Vice President of Asset Management Services, Recognos Financial, since August 2015.    Trustee and Audit Committee Chairman, Griffin Institutional Real Estate Access Fund, since May 2014. Trustee, Angel Oak Funds Trust, since October 2014.

Andrea N. Mullins, 49,

Independent Trustee, December

2013 to present.

   Current: Private investor; Independent Contractor, Seabridge Wealth Management, LLC, since April 2014.    None.

 

* The address for each trustee and officer is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.
** As of the date of this report, the Trust consists of 14 series.

The following table provides information regarding the Trustee who is considered an “interested person” of the Trust, as that term is defined under the 1940 Act. Based on the experience of the Trustee, the Trust concluded that the individual described below is qualified to serve as a Trustee.

 

Name, Address*, (Age),
Position with Trust**, Term

of Position with Trust

   Principal Occupation During Past 5 Years    Other Directorships

R. Jeffrey Young, 52, Trustee

and Chairman, June 2010 to

present.

  

Current: Vice President and Director of Relationship Management, Ultimus Fund Solutions, LLC (since December 2015); President, Unified Financial Securities, LLC (since July 2015).

 

Previous: President, Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (April 2015 to December 2015), Director (May 2014 to December 2015), Senior Vice President (January 2010 to April 2015); Director, Unified Financial Securities, Inc. (n/k/a Unified Financial Securities, LLC) (May 2014 to December 2015); Chief Executive Officer, Huntington Funds (February 2010 to March 2015); Chief Executive Officer, Huntington Strategy Shares (November 2010 to March 2015); President and Chief Executive Officer, Dreman Contrarian Funds (March 2011 to February 2013).

   Trustee and Chairman, Capitol Series Trust, since September 2013.

 

* The address for each trustee and officer is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.
** As of the date of this report, the Trust consists of 14 series.

 

25


The following table provides information regarding the Officers of the Trust:

 

Name, Address*, (Age),
Position with Trust,** Term

of Position with Trust

   Principal Occupation During Past 5 Years    Other Directorships

R. Jeffrey Young, 52, Trustee

and Chairman, June 2010 to

present; Principal Executive

Officer and President, Valued

Advisers Trust since February

2010.

  

Current: Vice President and Director of Relationship Management, Ultimus Fund Solutions, LLC (since December 2015); President, Unified Financial Securities, LLC (since July 2015).

 

Previous: President, Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (April 2015 to December 2015), Director (May 2014 to December 2015), Senior Vice President (January 2010 to April 2015); Director, Unified Financial Securities, Inc. (n/k/a Unified Financial Securities, LLC) (May 2014 to December 2015); Chief Executive Officer, Huntington Funds (February 2010 to March 2015); Chief Executive Officer, Huntington Strategy Shares (November 2010 to March 2015); President and Chief Executive Officer, Dreman Contrarian Funds (March 2011 to February 2013).

   Trustee and Chairman, Capitol Series Trust, since September 2013.

John C. Swhear, 55, Chief

Compliance Officer, AML

Officer and Vice President,

August 2008 to present.

  

Current: Assistant Vice President and Associate Director of Compliance, Ultimus Fund Solutions, LLC (since December 2015); Chief Compliance Officer, Unified Financial Securities, LLC (since May 2007); Chief Compliance Officer and AML Officer, Capitol Series Trust (since September 2013); Vice President, Unified Series Trust (since January 2016).

 

Previous: Vice President of Legal Administration and Compliance, Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (April 2007 to December 2015), Director (May 2014 to December 2015); Director, Unified Financial Securities, Inc. (n/k/a Unified Financial Securities, LLC) (May 2014 to December 2015); President , Unified Series Trust (March 2012 to January 2016), Senior Vice President (May 2007 to March 2012); Secretary , Huntington Funds (April 2010 to February 2012).

   None.

 

26


Name, Address*, (Age),
Position with Trust,** Term

of Position with Trust

   Principal Occupation During Past 5 Years    Other Directorships

Carol J. Highsmith, 52, Vice

President, August 2008 to

present; Secretary, March 2014

to present

  

Current: Assistant Vice President, Ultimus Fund Solutions, LLC (since December 2015).

 

Previous: Secretary, Cross Shore Discovery Fund (May 2014 to February 2016); Employed in various positions with Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (November 1994 to December 2015), most recently Vice President of Legal Administration (2005 to December 2015).

   None.

Matthew J. Miller, 40, Vice

President, December 2011 to

present.

  

Current: Assistant Vice President, Relationship Management, Ultimus Fund Solutions, LLC (since December 2015); President and Chief Executive Officer, Capitol Series Trust (since September 2013).

 

Previous: Employed in various positions with Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (since July 1998), most recently Vice President of Relationship Management (2005 to December 2015); Vice President, Huntington Funds (February 2010 to April 2015).

   None.

Bryan W. Ashmus, 43, Principal

Financial Officer and Treasurer,

December 2013 to present.

  

Current: Vice President and Director of Financial Administration, Ultimus Fund Solutions, LLC (since December 2015); Chief Financial Officer and Treasurer, Cross Shore Discovery Fund (since June 2016).

 

Previous: Vice President and Manager of Financial Administration, Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (September 2013 to December 2015); Chief Financial Officer and Treasurer, Huntington Strategy Shares and Huntington Funds Trust (November 2013 to April 2016); Vice President, Fund Administration, Citi Fund Services Ohio, Inc. (from May 2005 to September 2013).

   None.

 

* The address for each trustee and officer is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.
** As of the date of this report, the Trust consists of 14 series.

OTHER INFORMATION (Unaudited)

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the trustees and is available without charge, upon request. You may call toll-free at (888) 695-3729 to request a copy of the SAI or to make shareholder inquiries.

 

27


OTHER FEDERAL INCOME TAX INFORMATION (Unaudited)

The Form 1099-DIV you receive in January 2017 will show the tax status of all distributions paid to your account in calendar year 2016. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.

Qualified Dividend Income. The Fund designates approximately 100% or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s calendar year 2016 ordinary income dividends, 100% qualifies for the corporate dividends received deduction.

For the year ended October 31, 2016, the Fund designated $934,986 as long-term capital gain distributions.

 

28


VALUED ADVISERS TRUST

PRIVACY POLICY

The following is a description of the policies of the Valued Advisers Trust (the “Trust”) regarding disclosure of nonpublic personal information that shareholders provide to a series of the Trust (each, a “Fund”) or that the Fund collects from other sources. In the event that a shareholder hold shares of a Fund through a broker-dealer or other financial intermediary, the privacy policy of the financial intermediary would govern how shareholder nonpublic personal information would be shared with nonaffiliated third parties.

Categories of Information a Fund May Collect. A Fund may collect the following nonpublic personal information about its shareholders:

 

   

Information the Fund receives from a shareholder on applications or other forms, correspondence, or conversations (such as the shareholder’s name, address, phone number, social security number, and date of birth); and

 

   

Information about the shareholder’s transactions with the Fund, its affiliates, or others (such as the shareholder’s account number and balance, payment history, cost basis information, and other financial information).

Categories of Information a Fund May Disclose. A Fund may not disclose any nonpublic personal information about its current or former shareholders to unaffiliated third parties, except as required or permitted by law. A Fund is permitted by law to disclose all of the information it collects, as described above, to its service providers (such as the Fund’s custodian, administrator, transfer agent, accountant and legal counsel) to process shareholder transactions and otherwise provide services to the shareholder.

Confidentiality and Security. Each Fund shall restrict access to shareholder nonpublic personal information to those persons who require such information to provide products or services to the shareholder. Each Fund shall maintain physical, electronic, and procedural safeguards that comply with federal standards to guard shareholder nonpublic personal information.

Disposal of Information. The Funds, through their transfer agent, have taken steps to reasonably ensure that the privacy of a shareholder’s nonpublic personal information is maintained at all times, including in connection with the disposal of information that is no longer required to be maintained by the Funds. Such steps shall include, whenever possible, shredding paper documents and records prior to disposal, requiring off-site storage vendors to shred documents maintained in such locations prior to disposal, and erasing and/or obliterating any data contained on electronic media in such a manner that the information can no longer be read or reconstructed.

 

29


PROXY VOTING (Unaudited)

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted those proxies is available without charge upon request by (1) calling the Fund at (888) 695-3729 and (2) from Fund documents filed with the Securities and Exchange Commission (“SEC”) on the SEC’s website at www.sec.gov.

 

TRUSTEES

R. Jeffrey Young, Chairman

Ira P. Cohen

Andrea N. Mullins

OFFICERS

R. Jeffrey Young, Principal Executive Officer and President

John C. Swhear, Chief Compliance Officer, AML Officer and Vice President

Carol J. Highsmith, Vice President and Secretary

Matthew J. Miller, Vice President

Bryan W. Ashmus, Principal Financial Officer and Treasurer

INVESTMENT ADVISER

Kovitz Investment Group Partners, LLC

115 South LaSalle Street, 27th Floor

Chicago, IL 60603

DISTRIBUTOR

Unified Financial Securities, LLC

9465 Counselors Row, Suite 200

Indianapolis, IN 46240

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen & Company, Ltd.

1350 Euclid Avenue, Suite 800

Cleveland, OH 44115

LEGAL COUNSEL

The Law Offices of John H. Lively & Associates, Inc.

A member firm of The 1940 Act Law GroupTM

11300 Tomahawk Creek Parkway, Ste. 310

Leawood, KS 66211

CUSTODIAN

Huntington National Bank

41 South High Street

Columbus, OH 43215

ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTANT

Ultimus Asset Services, LLC

225 Pictoria Drive, Suite 450

Cincinnati, OH 45246

 

 

This report is intended only for the information of shareholders or those who have received the Fund’s prospectus which contains information about the Fund’s management fee and expenses. Please read the prospectus carefully before investing.

Distributed by Unified Financial Securities, LLC

Member FINRA/SIPC


 

Annual Report

 

October 31, 2016

 

 

 

Foundry Partners Fundamental Small Cap Value Fund

(Formerly the Dreman Contrarian Small Cap Value Fund)

Fund Adviser:

Foundry Partners, LLC

510 First Avenue North, Suite 409

Minneapolis, MN 55403

 

LOGO


Market Overview and Fund

Performance

 

The Foundry Partners Fundamental Small Cap Value Fund (the “Fund”) returned 8.50% (Institutional Class) during the 12-month period ended October 31, 2016. The Fund’s benchmark, the Russell 2000® Value Index (a) (“Russell 2000”), returned 8.81% for the same period.

Performance Attribution

For the year, the Fund’s performance was highlighted by strong stock selection in the Financials, Materials, Health Care, Consumer Discretionary and Information Technology Sectors. Stock selection in Real Estate Investment Trust (“REIT”), Industrials, and Consumer Staples Sectors combined with our underweight in Utilities weighed upon performance.

The Material Sector was the best performing Sector in the Index and the Portfolio during the year given the strong move in Precious Metals names due to the sustained momentum in gold and silver prices. The stage for a rally in gold and silver prices was set during the first quarter of 2016 as investors grew more concerned over global growth and the implications from unprecedented monetary stimulus; reversing a four year declining trend. Coeur Mining climbed +314% and Pan American Silver rose +114%.

Our underweight in Energy versus the benchmark and hesitancy to add to our energy holdings proved to be beneficial for the Portfolio as Energy was the worst performing Sector in the Index. Oil prices were volatile over the course of the year, falling below $30 a barrel during the first quarter of 2016 only to rebound back to $50 in the second quarter and remain range bound in the mid-$40s throughout the remainder of the year. We are still cautious about the group as a whole despite more compelling valuations and what seems to be a healthy rebound of oil prices. Deteriorating company fundamentals and extended balance sheets, particularly in small cap companies, require oil prices remain at much higher levels in order for several of these smaller cap companies to survive. It traditionally has taken more than two years for an industry to work off the oversupply of product following a prolonged period of excess capacity build and even then the consolidators tend to be the larger, better balance sheet players. We remain underweight in this space.

The dearth of organic growth investment ideas combined with cheap financing due to ultra-low interest rates and healthy balance sheets created a fertile ground for M&A activity over the past year and as a result the Fund had its fair share of takeouts. Two of our banks, FirstMerit (+17.9%) and First Niagara Financial (+1.5%), and one of our reinsurance companies, Endurance Specialty Holdings (+49.1%), were acquired by peers as consolidation within both industries continues to take hold. Several of our technology names were also bid away by strategic acquirers. Chipmos Technologies (+31.2%), Lexmark (+27.4%), QLogic (+25.7%) and Ingram Micro (+25.3%) were all taken out at healthy premiums.

On the negative side, the REITs space proved to be a challenging area for the Fund as several of our names lagged the market due to specific end market issues. GEO Group, a REIT that owns and operates federal and state prisons, fell -16.8% as the Department of Justice’s recommendation to reduce the use of “for profit prisons” by the federal Government weighed on

 

Annual Report

 

1


Market Overview and Fund Performance (Continued)

 

shares. CBL & Associates, a mall REIT, fell -19.3% as concerns linger over the potential for retail store rationalization due to slower shopping trends and the competitive threat from online retailers. This sentiment also capped performance for our other mall owner, Pennsylvania REIT, which declined -9.8% on the year. RAIT Financial, a mortgage REIT that focuses on commercial real estate, fell nearly -28.9% after announcing a dividend cut.

Outlook and Positioning

Our investment outlook for small cap equities remains muted given the recent run in performance following the unexpected conclusion to the 2016 presidential election in the U.S. With the S&P 500® Index (a) trading at approximately 18 times 2016 and the Russell 2000 trading north of 25 times estimates (excluding negative earning companies), the market for new investment opportunities is sparse.

Earnings growth and interest rates remain the key drivers for the market moving forward. While we continue to believe rates will climb higher in the coming quarters, especially short-term rates, we do not see a major spike at the long end of the curve in the near future. The relative strength of the U.S. economy and the turmoil in many parts of the emerging markets leaves the U.S. in a relatively strong position to attract capital and hence keep our rates low; albeit higher than the most recent lows reached in 2016.

As contrarians, we are attracted to stocks in turmoil and in particular during periods of market stress. Our experience has shown that once we are comfortable with the fundamental value of a stock, buying when others are fearful pays off over time. There will always exist opportunities to unearth companies or sectors that have declined in price despite minimal deterioration in the fundamentals. While the recent rally in equities causes us to pause and become more selective on new ideas, we are always on the lookout to take advantage of any pullbacks and market dislocations to reposition the portfolio into newly created value opportunities.

The Fund’s performance quoted is 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 1-800-247-1014. Information provided with respect to the Fund’s Portfolio Holdings, Sector Weightings and Number of Holdings are as of October 31, 2016 and are subject to change at any time.

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 and considered carefully before investing. You may obtain a current copy of the Fund’s prospectus by calling 1-800-247-1014 or by visiting the Fund’s website at www.foundrypartnersllc.com. Past performance 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.

 

Annual Report

 

2


The Fund is distributed by Unified Financial Securities, LLC, member FINRA/SIPC.

Value stocks may remain undervalued for extended periods of time and the market may not recognize the intrinsic value of these securities.

Micro cap and small cap investing involves greater risk not associated with investing in more established companies, such as greater price volatility, business risk, less liquidity and increased competitive threat.

 

(a) 

The Russell 2000® Value Index is a widely recognized unmanaged index of equity prices and is representative of a broader market and range of securities than is found in the Fund’s portfolio. The Russell 2000® Value Index measures the performance of the small-cap value segment of the U.S. equity universe. It includes those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. The S&P 500® Index is widely recognized unmanaged index of equity securities and is representative of a broader domestic equity market and range of securities than is found in the Fund’s portfolio. Individuals cannot invest directly in an index; however, an individual can invest in exchange traded funds or other investment vehicles that attempt to track the performance of a benchmark index.

The opinions expressed are those of the investment management team and are subject to change without notice, as are statements of financial market trends, which are based on current conditions. Under no circumstances does the information contained within represent a recommendation to buy, hold or sell any security and it should not be assumed that the companies discussed were, or will prove to be, profitable. Current and future holdings are subject to risk.

This material has been prepared for investors and investment professionals,

including broker-dealers and investment advisers.

 

Annual Report

 

3


Investment Results – (Unaudited)

 

Average Annual Total Returns(a)
As of October 31, 2016
   
     Investor
Class
  Institutional
Class
  Russell 2000®
Value Index(b)
One Year   8.23%   8.50%   8.81%
Three Year   6.03%   6.28%   4.47%
Five Year   12.15%   12.38%   11.63%
Ten Year   6.97%   N/A   4.91%
Since Inception (8/22/07)   N/A   6.82%   5.17%
Since Inception (12/31/03)   9.95%   N/A   7.26%
   
     Expense Ratios(c)     
   
     Investor
Class
  Institutional
Class
    
     1.45%   1.20%     

The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect deduction of taxes that a shareholder would pay on Foundry Partners Fundamental Small Cap Value Fund (formerly the Dreman Contrarian Small Cap Value Fund) (the “Fund”) distributions or the redemption of Fund shares. THE FUND’S RETURNS REPRESENT PAST PERFORMANCE AND DO NOT PREDICT FUTURE RESULTS. The returns shown are net of all recurring expenses. Current performance of the Fund may be lower or higher than the performance quoted. For more information on the Fund, and to obtain performance data current to the most recent month end, or to request a prospectus, please call 1-800-247-1014.

You should carefully consider the investment objectives, potential risk, 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.

 

(a) 

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Total return figures reflect any change in price per share and assume reinvestment of all distributions. Prior to June 21, 2016, the Fund’s performance was attributable to the previous adviser (Dreman Value Management LLC).

 

(b) 

The Russell 2000® Value Index (“Index”) is an unmanaged benchmark that assumes reinvestment of all distributions and excludes the effect of taxes and fees. The Index is a widely recognized unmanaged index of equity prices and is representative of a broader market and range of securities than are found in the Fund’s portfolio. Individuals cannot invest directly in the Index; however, an individual can invest in ETFs or other investment vehicles that attempt to track the performance of a benchmark index.

 

(c) 

The expense ratios are from the Fund’s prospectus dated August 30, 2016. Foundry Partners, LLC (the “Adviser”) has contractually agreed to waive its management fee and/or reimburse certain operating expenses through February 28, 2018, but only to the extent necessary so that the Fund’s net expenses, excluding brokerage fees and commissions, borrowing costs (such as interest expense and dividend expense on securities sold short), taxes, distribution and service (12b-1) fees, extraordinary expenses and indirect expenses (such as fees and expenses of acquired funds), does not exceed 1.25%. Information pertaining to the Fund’s expense ratios as of October 31, 2016 can be found in the financial highlights.

The Fund is distributed by Unified Financial Securities, LLC, member FINRA/SIPC.

 

Annual Report

 

4


LOGO

The chart above assumes an initial investment of $10,000 made on October 31, 2006 and held through October 31, 2016. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND DOES NOT PREDICT FUTURE RESULTS. Investment returns and principal values will fluctuate so that Fund 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 Foundry Partners Fundamental Small Cap Value Fund Investor Class, and to obtain performance data current to the most recent month end, or to request a prospectus, please call 1-800-247-1014. You should carefully consider the investment objectives, potential risk, management fees, and charges and expenses of the Fund before investing. The Fund’s prospectus contains important information about the Fund’s investment objectives, potential risks, management fees, charges and expenses, and other information and should be read carefully before investing.

The Fund is distributed by Unified Financial Securities, Inc., member FINRA/SIPC.

 

Annual Report

 

5


Fund Holdings – (Unaudited)

  

 

LOGO

 

(a)

As a percent of net assets.

Availability of Portfolio Schedule – (Unaudited)

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q, which is available on the SEC’s web site at www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

Annual Report

 

6


Foundry Partners Fundamental Small Cap Value Fund   October 31, 2016  

Portfolio of Investments

 

Shares          Fair Value         

 

Common Stocks — 95.4%

         

 

Consumer Discretionary — 11.3%

   
  38,624     

Aaron’s, Inc.

  $ 954,399     
  129,825     

American Axle & Manufacturing Holdings, Inc. *

    2,326,464     
  23,009     

Big 5 Sporting Goods Corp.

    356,640     
  19,985     

Big Lots, Inc.

    867,349     
  41,788     

Bloomin’ Brands, Inc.

    722,932     
  27,635     

Brinker International, Inc.

    1,360,747     
  38,226     

Cooper Tire & Rubber Co.

    1,404,806     
  36,732     

DeVry Education Group, Inc.

    833,816     
  24,540     

Finish Line, Inc./The, Class A

    483,193     
  8,083     

Helen of Troy Ltd. *

    658,765     
  16,319     

John Wiley & Sons, Inc., Class A

    842,060     
  87,970     

KB Home

    1,279,084     
  17,345     

Matthews International Corp., Class A

    1,038,966     
  37,011     

Meredith Corp.

    1,678,449     
  18,420     

Movado Group, Inc.

    406,161     
  29,965     

Rent-A-Center, Inc.

    302,347     
        15,516,178     

 

Consumer Staples — 0.5%

   
  23,280     

SpartanNash Co.

    651,840     

 

Energy — 0.9%

   
  28,375     

Aegean Marine Petroleum Network, Inc.

    244,025     
  130,390     

Denbury Resources, Inc. *

    311,632     
  212,450     

Gran Tierra Energy, Inc. *

    618,230     
        1,173,887     

 

Financials — 23.5%

   
  32,948     

Allied World Assurance Co. Holdings AG

    1,416,105     
  36,396     

Aspen Insurance Holdings Ltd.

    1,756,107     
  109,230     

Associated Banc-Corp.

    2,217,369     
  12,378     

Chemical Financial Corp.

    531,635     
  21,102     

Clifton Bancorp, Inc.

    322,650     
  29,020     

Donnelley Financial Solutions, Inc. *

    622,479     
  18,264     

Endurance Specialty Holdings Ltd.

    1,679,375     
  83,264     

F.N.B. Corp.

    1,088,260     
  66,010     

First Midwest Bancorp, Inc.

    1,274,653     
  161,000     

Fulton Financial Corp.

    2,398,900     
  73,235     

Hancock Holding Co.

    2,457,034     
  18,470     

Hanover Insurance Group, Inc.

    1,407,229     
Shares          Fair Value         

 

Common Stocks — (continued)

         

 

Financials — (continued)

   
  47,114     

International Bancshares Corp.

  $ 1,453,467     
  71,749     

Janus Capital Group, Inc.

    919,822     
  16,913     

Nelnet, Inc., Class A

    662,651     
  147,780     

Old National Bancorp

    2,172,366     
  22,958     

Prosperity Bancshares, Inc.

    1,273,480     
  106,667     

TCF Financial Corp.

    1,525,338     
  89,073     

Umpqua Holdings Corp.

    1,361,035     
  25,460     

Waddell & Reed Financial, Inc., Class A

    400,231     
  90,320     

Washington Federal, Inc.

    2,461,220     
  13,460     

WesBanco, Inc.

    442,969     
  42,296     

Wintrust Financial Corp.

    2,281,869     
        32,126,244     

 

Health Care — 4.6%

   
  7,528     

Almost Family, Inc. *

    295,474     
  11,052     

Charles River Laboratories International, Inc. *

    838,626     
  30,399     

Hill-Rom Holdings, Inc.

    1,684,409     
  3,255     

Integra LifeSciences Holdings Corp. *

    258,805     
  38,037     

Owens & Minor, Inc.

    1,234,301     
  115,094     

Select Medical Holdings Corp. *

    1,496,222     
  20,617     

Triple-S Management Corp., Class B *

    426,360     
        6,234,197     

 

Industrials — 17.5%

   
  49,146     

AAR Corp.

    1,581,027     
  42,412     

Aegion Corp. *

    785,046     
  93,484     

Aircastle Ltd.

    1,921,096     
  58,727     

Barnes Group, Inc.

    2,339,684     
  38,415     

Brink’s Co./The

    1,519,313     
  33,242     

Crane Co.

    2,260,788     
  29,120     

EMCOR Group, Inc.

    1,760,595     
  24,215     

EnerSys

    1,577,123     
  38,196     

Global Brass & Copper Holdings, Inc.

    1,096,225     
  33,857     

Hillenbrand, Inc.

    1,027,560     
  14,695     

Hyster-Yale Materials Handling, Inc., Class A

    855,396     
  13,821     

LSC Communications, Inc.

    335,021     
  27,270     

Navigant Consulting, Inc. *

    638,118     
  9,899     

Park-Ohio Holdings, Corp.

    316,273     
  25,880     

Regal-Beloit Corp.

    1,529,508     
  36,858     

RR Donnelley & Sons Co.

    654,229     
  43,347     

Triumph Group, Inc.

    1,027,324     
  87,585     

Tutor Perini Corp. *

    1,668,494     
  12,440     

Universal Forest Products, Inc.

    1,069,716     
        23,962,536     
 

 

See accompanying notes which are an integral part of these financial statements.

Annual Report

 

7


Foundry Partners Fundamental Small Cap Value Fund   October 31, 2016  

 

Portfolio of Investments (Continued)

 

Shares          Fair Value         

 

Common Stocks — (continued)

         

 

Information Technology — 17.4%

   
  38,760     

AVX Corp.

  $ 543,415     
  99,105     

Brocade Communications Systems, Inc.

    1,050,513     
  83,456     

Celestica, Inc. *

    988,954     
  20,150     

ChipMOS Technology, Inc. ADR *

    359,348     
  25,350     

CSG Systems International, Inc.

    964,061     
  28,230     

Diodes, Inc. *

    584,643     
  57,200     

Ingram Micro, Inc., Class A

    2,127,840     
  30,702     

Itron, Inc. *

    1,654,838     
  38,143     

IXYS Corp.

    404,316     
  43,505     

Kulicke & Soffa Industries, Inc. *

    576,006     
  43,880     

Lexmark International, Inc., Class A

    1,741,597     
  47,905     

Mentor Graphics Corp.

    1,384,455     
  45,625     

Microsemi Corp. *

    1,922,181     
  9,314     

NETGEAR, Inc. *

    470,357     
  33,380     

Plantronics, Inc.

    1,726,080     
  66,572     

Sanmina Corp. *

    1,840,716     
  13,495     

ScanSource, Inc. *

    472,325     
  15,287     

Science Applications International Corp.

    1,053,427     
  16,063     

Sykes Enterprises, Inc. *

    429,525     
  18,563     

Tech Data Corp. *

    1,429,722     
  150,505     

Vishay Intertechnology, Inc.

    2,122,120     
        23,846,439     

 

Materials — 5.4%

   
  29,961     

A Schulman, Inc.

    861,379     
  27,944     

Cabot Corp.

    1,457,000     
  83,298     

Coeur Mining, Inc. *

    931,272     
  39,647     

Mercer International, Inc.

    313,211     
  47,715     

Olin Corp.

    1,046,390     
  40,670     

Owens-Illinois, Inc. *

    784,931     
  61,712     

Pan American Silver Corp.

    989,243     
  13,532     

Stepan Co.

    961,178     
        7,344,604     

 

Real Estate Investment Trusts — 10.3%

   
  28,171     

Apollo Commercial Real Estate Finance, Inc.

    476,653     
  43,022     

Ashford Hospitality Prime, Inc.

    557,565     
  135,431     

Ashford Hospitality Trust, Inc.

    786,854     
  130,910     

Brandywine Realty Trust

    2,029,105     
  95,314     

CBL & Associates Properties, Inc.

    1,019,860     
  49,604     

GEO Group, Inc./The

    1,188,512     
Shares          Fair Value         

 

Common Stocks — (continued)

         

 
 

Real Estate Investment Trusts —
(continued)

   
  35,254     

Hospitality Properties Trust

  $ 964,549     
  64,948     

Mack-Cali Realty Corp.

    1,667,865     
  145,678     

Medical Properties Trust, Inc.

    2,030,751     
  78,127     

New Residential Investment Corp.

    1,090,653     
  79,597     

Pennsylvania Real Estate Investment Trust

    1,552,937     
  254,550     

RAIT Financial Trust

    776,378     
        14,141,682     

 

Utilities — 4.0%

   
  33,593     

ALLETE, Inc.

    2,058,915     
  21,691     

IDACORP, Inc.

    1,700,357     
  40,541     

Portland General Electric Co.

    1,769,209     
        5,528,481     

 
 

Total Common Stocks
(Cost $120,650,234)

    130,526,088     

 

Money Market Securities — 4.4%

         
  5,991,732     

Federated Government Obligations Fund, Institutional Class, 0.27% (a)

    5,991,732     

 
 

Total Money Market Securities
(Cost $5,991,732)

    5,991,732     

 
 

Total Investments
(Cost $126,641,966) — 99.8%

    136,517,820     

 
 

Other Assets in Excess of
Liabilities — 0.2%

    332,771     

 

Net Assets — 100.0%

  $ 136,850,591     

 

(a) Rate disclosed is the seven day effective yield as of October 31, 2016.

 

* Non-income producing security.

ADR — American Depositary Receipt

The sectors shown on the portfolio of investments are based on Global Industry Classification Standard, or GICS® (“GICS”). The GICS was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS is a service mark of MSCI, Inc. and S&P and has been licensed for use by Ultimus Asset Services, LLC.

 

 

See accompanying notes which are an integral part of these financial statements.

Annual Report

 

8


Statement of Assets and Liabilities

 

October 31, 2016

Assets:   

Investments in securities, at cost

   $ 126,641,966   
          

Investments in securities, at fair value

     136,517,820   

Cash

     79,910   

Dividends receivable

     73,156   

Receivable for investments sold

     176,546   

Receivable for fund shares sold

     165,377   

Prepaid expenses

     35,813   

Total assets

     137,048,622   
Liabilities:   

Payable for shares redeemed

     38,883   

Payable to Adviser

     98,845   

Payable to administrator

     18,962   

Accrued 12b-1 fees

     8,292   

Payable to trustee

     191   

Other accrued expenses

     32,858   

Total liabilities

     198,031   

Net Assets

   $ 136,850,591   
          
Net Assets consist of:   

Paid in capital

   $ 123,642,456   

Accumulated undistributed net investment income

     612,474   

Accumulated undistributed net realized gain on investments

     2,719,807   

Net unrealized appreciation on investments

     9,875,854   

Net Assets

   $ 136,850,591   
          
Net Assets (unlimited number of shares authorized)   
Investor Class: (a)   

Net Assets

   $ 38,864,020   

Shares outstanding

     1,896,765   

Net asset value, offering and redemption price per share

   $ 20.49   
          
Institutional Class:   

Net Assets

   $ 97,986,571   

Shares outstanding

     4,756,217   

Net asset value, offering and redemption price per share

   $ 20.60   
          
(a) Retail Class was renamed Investor Class on August 29, 2016.

 

See accompanying notes which are an integral part of these financial statements.

Annual Report

 

9


Statement of Operations

 

Year Ended October 31, 2016

 

Investment Income:   

Dividend income

   $ 3,028,001   

Dividend income from affiliated securities

     145   

Foreign dividend taxes withheld

     (797

Total investment income

     3,027,349   
Expenses:   

Investment Adviser

     1,144,200   

Administration

     226,790   

Distribution/12b-1:

  

Class A (a)

     6,139   

Investor Class (b)

     108,499   

Registration

     62,079   

Custodian

     26,950   

Printing

     23,946   

Audit

     17,800   

Legal

     16,894   

Trustee

     7,352   

Miscellaneous

     65,794   

Net operating expenses

     1,706,443   

Net investment income

     1,320,906   
Realized & Change in Unrealized Gain on Investments   

Net realized gain on investment securities

     3,102,550   

Change in unrealized appreciation on investment securities

     5,898,041   

Net realized and change in unrealized gain on investment securities

     9,000,591   

Net increase in net assets resulting from operations

   $ 10,321,497   
          
(a) Effective August 29, 2016, Class A was consolidated to Investor Class.
(b) Retail Class was renamed Investor Class on August 29, 2016.

 

See accompanying notes which are an integral part of these financial statements.

Annual Report

 

10


[THIS PAGE INTENTIONALLY LEFT BLANK]


Statements of Changes in Net Assets

 

      Year Ended
October 31,
2016
     Year Ended
October 31,
2015
 
Increase (Decrease) in Net Assets due to:      
Operations:      

Net investment income

   $ 1,320,906       $ 1,528,058   

Net realized gain on investment securities

     3,102,550         14,531,505   

Change in unrealized appreciation (depreciation) on investment securities

     5,898,041         (15,576,288

Net increase in net assets resulting from operations

     10,321,497         483,275   
Distributions:      

Net investment income:

     

Class A(a)

     (48,014      (24,971

Investor Class(b)

     (718,238      (498,693

Institutional Class

     (1,145,978      (815,183

Realized gains:

     

Class A(a)

     (384,616      (310,960

Investor Class(b)

     (5,875,018      (5,763,778

Institutional Class

     (7,745,108      (7,217,978

Total distributions

     (15,916,972      (14,631,563
Capital Transactions—Class A: (a)      

Proceeds from shares sold

     1,430,843         1,016,533   

Reinvestment of distributions

     423,710         331,469   

Shares redeemed in connection with class consolidation

     (2,502,231      —     

Amount paid for shares redeemed

     (2,603,135      (545,748

Total Class A

     (3,250,813      802,254   
Capital Transactions—Investor Class: (b)      

Proceeds from shares sold

     5,660,241         12,838,383   

Shares issued in connection with class consolidation

     2,502,231         —     

Reinvestment of distributions

     6,521,846         6,187,695   

Amount paid for shares redeemed

     (30,670,094      (16,810,930

Proceeds from redemption fees (c)

     1,838         500   

Total Investor Class

     (15,983,938      2,215,648   
Capital Transactions—Institutional Class:      

Proceeds from shares sold

     28,241,114         17,300,097   

Reinvestment of distributions

     8,579,713         7,245,776   

Amount paid for shares redeemed

     (25,850,060      (11,889,014

Total Institutional Class

     10,970,767         12,656,859   

Net change resulting from capital transactions

     (8,263,984      15,674,761   

Total Increase (Decrease) in Net Assets

     (13,859,459      1,526,473   
Net Assets:      

Beginning of year

     150,710,050         149,183,577   

End of year

   $ 136,850,591       $ 150,710,050   
                   

Accumulated net investment income included in net assets at end of year

   $ 612,474       $ 1,050,701   

 

See accompanying notes which are an integral part of these financial statements.

Annual Report

 

12


      Year Ended
October 31,
2016
     Year Ended
October 31,
2015
 
Share Transactions—Class A: (a)      

Shares sold

     77,514         45,674   

Shares issued in reinvestment of distributions

     23,141         15,275   

Shares redeemed in connection with class consolidation

     (121,309      —     

Shares redeemed

     (145,598      (25,241

Total Class A

     (166,252      35,708   
Share Transactions—Investor Class: (b)      

Shares sold

     298,860         590,308   

Shares issued in connection with class consolidation

     120,985         —     

Shares issued in reinvestment of distributions

     355,220         284,492   

Shares redeemed

     (1,686,897      (775,888

Total Investor Class

     (911,832      98,912   
Share Transactions—Institutional Class:      

Shares sold

     1,537,354         784,994   

Shares issued in reinvestment of distributions

     465,783         332,223   

Shares redeemed

     (1,290,602      (531,356

Total Institutional Class

     712,535         585,861   
(a) Effective August 29, 2016, Class A was consolidated to Investor Class.
(b) Retail Class was renamed Investor Class on August 29, 2016.
(c) Prior to August 30, 2016, a redemption fee of 1.00% was charged on shares held less than 60 days.

 

See accompanying notes which are an integral part of these financial statements.

Annual Report

 

13


 
Financial Highlights

(For a share outstanding throughout each year ended October 31)

 

     Net Asset
Value,
beginning
of year
    Net
investment
income (loss)
    Net realized
and unrealized
gain (loss)  on
investments
    Total from
investment
operations
    Distributions
from net
investment
income
   

Distributions
from net
realized gain
on investment
transactions

    Total
distributions
 
FOUNDRY PARTNERS FUNDAMENTAL SMALL CAP VALUE FUND   
Investor Class (formerly Retail Class)   
2012   $ 18.11        0.11        1.47        1.58        (0.17     (1.66     (1.83
2013   $ 17.86        0.17        6.08        6.25        (0.08     (0.16     (0.24
2014   $ 23.87        0.15        2.13        2.28        (0.16     (2.36     (2.52
2015   $ 23.63        0.19        (0.11     0.08        (0.18     (2.12     (2.30
2016   $ 21.41        0.16        1.32        1.48        (0.26     (2.14     (2.40
Institutional Class   
2012   $ 18.19        0.14        1.48        1.62        (0.23     (1.66     (1.89
2013   $ 17.92        0.20        6.10        6.30        (0.08     (0.16     (0.24
2014   $ 23.98        0.20 (e)      2.14        2.34        (0.22     (2.36     (2.58
2015   $ 23.74        0.26        (0.12     0.14        (0.24     (2.12     (2.36
2016   $ 21.52        0.25        1.29        1.54        (0.32     (2.14     (2.46
(a) Total return represents the rate the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends, and excludes any sales charges and redemption fees.
(b) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.
(c) Amount is less than $0.005.
(d) The expense ratios shown include overdraft fees charged to the Fund. Without these overdraft fees, the expense ratios would be 1.25% for Investor Class and 1.00% for Institutional Class.
(e) Per share amount has been calculated using the average shares method.

 

See accompanying notes which are an integral part of these financial statements.

Annual Report

 

14


 

 

Paid in
capital from
redemption
fees
    Net Asset
Value, end
of year
    Total
return(a)
    Net Assets,
end of
year
(000 omitted)
    Ratio of net
expenses
to average
net assets
    Ratio of expenses
(prior to
reimbursements)
to average
net  assets
    Ratio of net
investment
income
(loss) to
average
net  assets
    Ratio of net
investment
income (loss)
to average  net
assets before
waiver &
reimbursement
by Adviser
    Portfolio
turnover
rate(b)
 
               
               
  (c)    $ 17.86        9.93   $ 69,992        1.25     1.74     0.56     0.06     30.19
  (c)    $ 23.87        35.38   $ 63,976        1.26 %(d)      1.53     0.72     0.45     28.28
  (c)    $ 23.63        9.89   $ 64,020        1.25     1.37     0.63     0.51     36.66
  (c)    $ 21.41        0.21   $ 60,134        1.37     1.41     0.87     0.83     43.59
  (c)    $ 20.49        8.23   $ 38,864        1.43     1.43     0.84     0.84     12.85
               
       $ 17.92        10.14   $ 13,185        1.00     1.49     0.80     0.30     30.19
       $ 23.98        35.55   $ 14,689        1.01 %(d)      1.27     0.95     0.68     28.28
       $ 23.74        10.12   $ 82,086        1.00     1.12     0.85     0.73     36.66
       $ 21.52        0.46   $ 87,023        1.12     1.16     1.12     1.08     43.59
       $ 20.60        8.50   $ 97,987        1.18     1.18     1.05     1.05     12.85

 

See accompanying notes which are an integral part of these financial statements.

Annual Report

 

15


Notes to the Financial Statements

 

October 31, 2016

Note 1. Organization

The Foundry Partners Fundamental Small Cap Value Fund (the “Fund”) (formerly the Dreman Contrarian Small Cap Value Fund) is an open-end diversified series of the Valued Advisers Trust (the “Trust”). The Trust is a management investment company established under the laws of Delaware by an Agreement and Declaration of Trust dated June 13, 2008 (the “Trust Agreement”). The Trust Agreement permits the Board of Trustees (the “Board”) to issue an unlimited number of shares of beneficial interest of separate series without par value. The Fund is one of a series of funds authorized by the Board. The Fund’s investment adviser is Foundry Partners, LLC (the “Adviser”). Prior to June 21, 2016, Dreman Value Management, LLC served as the investment adviser to the Fund. The investment objective of the Fund is long-term capital appreciation.

The Fund currently offers Investor Class shares (Retail Class was renamed Investor Class on August 29, 2016) and Institutional Class shares. Effective on the close of business on August 29, 2016, Class A shares were consolidated into Investor Class shares.

Note 2. Significant Accounting Policies

The Fund is an investment company and follows accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 946, “Financial Services-Investment Companies”. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. These policies are in conformity with the generally accepted accounting principles in the United States of America (“GAAP”).

Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

Securities Valuation—All investments in securities are recorded at their estimated fair value as described in Note 3.

Federal Income Taxes—The Fund makes no provision for federal income or excise tax. The Fund has qualified and intends to qualify each year as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended, by complying with the requirements applicable to RICs and by distributing substantially all of its taxable income. The Fund also intends to distribute sufficient net investment income and net capital gains, if any, so that it will not be subject to excise tax on undistributed income and gains. If the required amount of net investment income or gains is not distributed, the Fund could incur a tax expense.

 

Annual Report

 

16


As of and during the fiscal year ended October 31, 2016, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statement of operations. During the fiscal year ended October 31, 2016 the fund did not incur any interest or penalties.

Expenses—Expenses incurred by the Trust that do not relate to a specific fund of the Trust are allocated to the individual funds based on each fund’s relative net assets or other appropriate basis (as determined by the Board). Expenses attributable to any class are borne by that class. Income, realized gains and losses, unrealized appreciation and depreciation, and expenses are allocated to each class based on the net assets in relation to the relative net assets of the Fund.

Security Transactions and Related Income—The Fund follows industry practice and records security transactions on the trade date for financial reporting purposes. The specific identification method is used for determining gains or losses for financial statement and income tax purposes. Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. Discounts and premiums on securities purchased are accreted or amortized using the effective interest method, if applicable. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

The Fund holds REITs which pay dividends to their shareholders based upon available funds from operations. It is possible for these dividends to exceed the REIT’s underlying taxable earnings and profits resulting in the excess portion of such dividends being designated as a return of capital. Distributions received from REITs that represent a return of capital or capital gains are recorded as a reduction of the cost of the REITs or as a realized gain, respectively.

Dividends and Distributions—Distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. The Fund intends to distribute substantially all of its net investment income on at least an annual basis. The Fund intends to distribute its net realized long-term capital gains and its net realized short-term capital gains, if any, at least once a year. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset values per share of the Fund.

For the fiscal year ended October 31, 2016, the Fund made the following reclassifications to increase/(decrease) the components of net assets:

 

Paid-in
Capital
   Accumulated
Undistributed Net
Investment Income
     Accumulated Net
Realized Gain on
Investments
 

$            —

   $ 153,097       $ (153,097

 

Annual Report

 

17


Notes to the Financial Statements (Continued)

 

Note 3. Securities Valuation And Fair Value Measurements

Fair value is defined as the price that the Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. GAAP establishes a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes.

Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk (the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique). Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.

 

 

Level 1—unadjusted quoted prices in active markets for identical investments and/or registered investment companies where the value per share is determined and published and is the basis for current transactions for identical assets or liabilities at the valuation date.

 

Level 2—other significant observable inputs (including, but not limited to, quoted prices for an identical security in an inactive market, quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

 

Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining fair value of investments based on the best information available).

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 which is reported is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Equity securities that are traded on any stock exchange are generally valued at the last quoted sale price on the security’s primary exchange. Lacking a last sale price, an exchange traded security is generally valued at its last bid price. Securities traded in the NASDAQ over-the-counter market are generally valued at the NASDAQ Official Closing Price. When using the market quotations and when the market is considered active, the security is classified as a Level 1 security. In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value in accordance with policies established by and under the general supervision of the Board. Under these policies, the securities will be classified as Level 2 or 3 within the fair value hierarchy, depending on the inputs used.

 

Annual Report

 

18


Investments in mutual funds, including money market mutual funds, are generally priced at the ending net asset value (“NAV”) provided by the pricing agent of the Fund. These securities are categorized as Level 1 securities.

In accordance with the Trust’s valuation policies, the Adviser is required to consider all appropriate factors relevant to the value of securities for which it has determined other pricing sources are not available or reliable as described above. No single standard exists for determining fair value, because fair value depends upon the circumstances of each individual case. As a general principle, the current fair value of an issue of securities being valued by the Adviser would appear to be the amount that the owner might reasonably expect to receive for them upon their current sale. Methods that are in accordance with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market of a similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods. Fair-value pricing is permitted if, in the Adviser’s opinion, the validity of market quotations appears to be questionable based on factors such as evidence of a thin market in the security based on a small number of quotations, a significant event occurs after the close of a market but before a Fund’s NAV calculation that may affect a security’s value, or the Adviser is aware of any other data that calls into question the reliability of market quotations.

The following is a summary of the inputs used to value the Fund’s investments as of October 31, 2016:

 

                  Valuation Inputs                      
Assets      Level 1        Level 2        Level 3        Total  

Common Stocks*

     $ 130,166,740         $ 359,348         $             —         $ 130,526,088   

Money Market Securities

       5,991,732                               5,991,732   
    

 

 

      

 

 

      

 

 

      

 

 

 

Total

     $ 136,158,472         $ 359,348         $         $ 136,517,820   

 

* Refer to Portfolio of Investments for industry classifications.

The Fund did not hold any investments during the reporting period for which significant unobservable inputs (Level 3) were used in determining fair value; therefore, no reconciliation of Level 3 securities is included for this reporting period. The Fund did not hold any derivative instruments during the reporting period.

The Trust recognizes transfers between fair value hierarchy levels at the end of the reporting period. The transfers from Level 1 to Level 2 represent securities which were fair valued at the end of the period that were not at the beginning of the period. Transfers from Level 2 to Level 1 represent securities which were fair valued at the beginning of the period but not at October 31, 2016. The following is a summary of the transfers between Level 1 and Level 2 of the fair value hierarchy for the fiscal year ended October 31, 2016:

 

      Transfers from
Level 1 to Level 2
     Transfers from
Level 2 to Level 1
 

Common Stocks

   $ 359,348       $             —   

 

Annual Report

 

19


Notes to the Financial Statements (Continued)

 

Note 4. Fees And Other Transactions With Affiliates And Other Service Providers

Under the terms of the management agreement between the Trust and the Adviser (the “Agreement”) for the Fund, the Adviser manages the Fund’s investments subject to oversight of the Board. As compensation for its management services, the Fund is obligated to pay the Adviser a fee computed and accrued daily and paid monthly at an annual rate of 0.85% of the average daily net assets of the Fund. For the fiscal year ended October 31, 2016, the Adviser and Dreman Value Management, LLC earned fees of $1,144,200 from the Fund. At October 31, 2016, the Fund owed $98,845 to the Adviser.

The Adviser has contractually agreed to waive its management fee and/or reimburse certain operating expenses, but only to the extent necessary so that the Fund’s net expenses, excluding brokerage fees and commissions, borrowing costs (such as interest expense and dividends on securities sold short), taxes, distribution and service (12b-1) fees, extraordinary expenses, and any indirect expenses (such as fees and expenses of acquired funds), do not exceed 1.25% of the net assets of the Fund.

Each fee waiver or expense reimbursement by the Adviser is subject to repayment by the Fund within the three fiscal years following the fiscal year in which the fee waiver or expense incurred, provided that the Fund is able to make the recoupment without exceeding the expense limitation that is in effect at the time of the recoupment or at the time of the fee waiver or expense reimbursement. As of October 31, 2016, the Adviser currently has made no previous reimbursements that may be recouped. The contractual agreement is in effect through February 28, 2018. The expense cap may not be terminated prior to this date except by the Board. For the fiscal year ended October 31, 2016, the Adviser did not waive any fees from the Fund.

The Trust retains Ultimus Asset Services, LLC (“Ultimus”), formerly Huntington Asset Services, Inc. (“HASI”), to provide the Fund with administrative, accounting, transfer agent and compliance services, including all regulatory reporting. For the fiscal year ended October 31, 2016, Ultimus earned fees of $226,790 for administrative services. At October 31, 2016, Ultimus was owed $18,962 for administrative services.

The officers and one Trustee of the Trust are members of management and/or employees of Ultimus. Unified Financial Securities, LLC (the “Distributor” or “Unified”) acts as the principal distributor of the Fund’s shares. Effective at the close of business on December 31, 2015, Ultimus Fund Solutions, LLC acquired HASI and the Distributor from Huntington Bancshares, Inc. (“HBI”). Prior to January 1, 2016, HASI and the Distributor were under common control by HBI.

The Fund has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Investment Company Act of 1940 as amended (the “1940 Act”). The Plan provides that the Fund will pay the Distributor or any registered securities dealer, financial institution or any other person (a “Recipient”) a fee aggregating at a rate of: 0.25% of the average daily net assets of the Investor Class shares (and prior to August 29, 2016, the Class A shares) in connection with the promotion and distribution of the Fund’s shares or the provision of personal services to shareholders, including, but not necessarily limited to, advertising, compensation to underwriters, dealers and selling personnel; the printing and mailing of prospectuses to other than current Fund

 

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20


shareholders; the printing and mailing of sales literature; and servicing shareholder accounts. The Fund or the Adviser may pay all or a portion of these fees to any Recipient who renders assistance in distributing or promoting the sale of shares, or who provides certain shareholder services, pursuant to a written agreement. The Plan is a compensation plan, which means that compensation is paid regardless of 12b-1 expenses actually incurred. It is anticipated that the Plan will benefit shareholders because an effective sales program typically is necessary in order for the Fund to reach and maintain a sufficient size to achieve efficiently its investment objectives and to realize economies of scale. For the fiscal year ended October 31, 2016 (through August 29, 2016 for Class A shares), Class A shares 12b-1 expense incurred by the Fund was $6,139 and Investor Class shares 12b-1 expense incurred by the Fund was $108,499. The Fund owed $8,292 for Investor Class shares 12b-1 fees as of October 31, 2016.

Through the period ended August 29, 2016 (conclusion of operations for Class A shares), the Distributor received $2,868 from commissions earned on sales of Class A shares, of which $2,750 was re-allowed to intermediaries of the Fund. Certain officers of the Trust are officers of the Distributor and each such person may be deemed to be an affiliate of the Distributor.

The Fund may invest in certain affiliated money market funds which were managed by a formerly affiliated party of the Distributor. Income distributions earned from investments in this money market fund are recorded as dividend income from affiliates in the accompanying financial statements. A summary of the Fund’s investment in such affiliated money market funds is presented in the table below:

 

Affiliated Fund    10/31/15
Fair Value
     Purchases      Sales     10/31/16
Fair Value
     Income  

Huntington Money Market Fund, Institutional Shares

   $ 9,266,949       $ 365,372       $ (9,632,321   $             —       $ 145   

Note 5. Purchases And Sales Of Securities

For the fiscal year ended October 31, 2016, purchases and sales of investment securities, other than short-term investments and short-term U.S. government obligations were as follows:

 

      Amount  

Purchases

  

U.S. Government Obligations

   $   

Other

     16,816,645   

Sales

  

U.S. Government Obligations

   $   

Other

     36,555,502   

Note 6. Beneficial Ownership

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the 1940 Act. At October 31, 2016, Charles Schwab & Co., Inc. (“Schwab”) owned, as record shareholder, 50% of the outstanding shares of the Fund. It is not known whether Schwab or any of the underlying beneficial owners owned or controlled 25% or more of the voting securities of the Fund.

 

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21


Notes to the Financial Statements (Continued)

 

Note 7. Federal Income Taxes

At October 31, 2016, the net unrealized appreciation (depreciation) of investments for tax purposes was as follows:

 

Gross Unrealized Appreciation

   $ 18,394,016   

Gross Unrealized (Depreciation)

   $ (8,960,007

Net Unrealized Appreciation on Investments

   $ 9,434,009   

At October 31, 2016, the difference between book basis and tax basis unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales and mark-to-market adjustments on passive foreign investment companies.

At October 31, 2016, the aggregate cost of securities for federal income tax purposes was $127,083,811 for the Fund.

At October 31, 2016, the Fund’s most recent fiscal year end, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

 

Fund   Undistributed
Ordinary Income
    Undistributed
Long-Term
Capital Gains
    Unrealized
Appreciation/
(Depreciation)*
    Total
Accumulated
Earnings/
(Defecit)
 

Foundry Partners Fundamental Small Cap Value Fund

  $ 1,109,071      $ 2,665,055      $ 9,434,009      $ 13,208,135   

 

* The difference between book basis and tax basis unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales and mark-to-market adjustments on passive foreign investment companies.

The tax character of distributions paid for the fiscal year ended October 31, 2016 was as follows:

 

    Distributions Paid From*                    
Fund   Ordinary
Income
    Net
Long-Term
Capital Gains
    Total
Taxable
Distributions
    Tax Return
of Capital
    Total
Distributions
Paid
 

Foundry Partners Fundamental Small Cap Value Fund

  $ 1,884,915      $ 14,032,057      $ 15,916,972      $             —      $ 15,916,972   

The tax character of distributions paid for the fiscal year ended October 31, 2015 was as follows:

 

    Distributions Paid From*                    
Fund   Ordinary
Income
    Net
Long-Term
Capital Gains
    Total
Taxable
Distributions
    Tax Return
of Capital
    Total
Distributions
Paid
 

Foundry Partners Fundamental Small Cap Value Fund

  $ 4,167,704      $ 10,463,859      $ 14,631,563      $             —      $ 14,631,563   

 

* The tax character of distributions paid may differ from the character of distributions shown on the statements of changes in net assets due to short-term capital gains being treated as ordinary income for tax purposes.

 

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22


Note 8. Commitments And Contingencies

The Fund indemnifies its officers and trustees for certain liabilities that may arise from performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred.

Note 9. Subsequent Events

Management of the Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date these financial statements were issued. Based upon this evaluation, management has determined there were no items requiring adjustment of the financial statements or additional disclosure.

Note 10. Proxy Voting Results (Unaudited)

On August 15, 2016, a special meeting of the shareholders of the Fund was held at the offices of the Trust for the purpose of approving a new investment advisory agreement between Foundry Partners, LLC and the Trust on behalf of the Fund and to transact such other business as may properly come before the special meeting and any postponement or adjournment thereof.

Below are the voting results for the Fund from the special meeting:

 

      For      Against      Abstain  

To approve a new investment advisory agreement between Foundry Partners, LLC and the Trust on behalf of the Fund

     4,303,694         13,928         25,389   

 

      For      Against      Abstain  

To transact such other business as may properly come before the special meeting and any postponement or adjournment thereof

     3,886,121         435,968         20,922   

 

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23


Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Foundry Partners Fundamental Small Cap Value Fund and

Board of Trustees of Valued Advisers Trust

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Foundry Partners Fundamental Small Cap Value Fund, formerly known as Dreman Contrarian Small Cap Value Fund (the “Fund”), a series of Valued Advisers Trust, as of October 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2016, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Foundry Partners Fundamental Small Cap Value Fund as of October 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

COHEN & COMPANY, LTD.

Cleveland, Ohio

December 23, 2016

 

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24


Summary of Fund Expenses – (Unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs 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 Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from May 1, 2016 through October 31, 2016.

Actual Expenses

The first line of the table for each class provides information about actual account values and actual expenses. You may use the information on these lines, 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 = 8.60), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table for each class provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratios 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 balances or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as the fee imposed on short-term redemptions. Therefore, the second line of the table for each class is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

 

            Beginning
Account
Value,
May 1, 2016
   

Ending
Account

Value,
October 31, 2016

    Expenses
Paid
During
Period (a)
    Annualized
Expense
Ratio
 

Foundry Partners Fundamental Small Cap Value Fund

  

Investor Shares

    Actual      $ 1,000.00      $ 1,068.30      $ 7.28        1.40
      Hypothetical  (b)    $ 1,000.00      $ 1,018.10      $ 7.10        1.40

Institutional Shares

    Actual      $ 1,000.00      $ 1,069.60      $ 5.96        1.15
      Hypothetical (b)      $ 1,000.00      $ 1,019.38      $ 5.81        1.15

 

(a) Expenses are equal to the Fund’s annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). The annualized expense ratios reflect reimbursement of expenses by the Fund’s investment adviser for the period beginning May 1, 2016 through October 31, 2016. The “Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such reimbursements.
(b) Hypothetical assumes 5% annual return before expenses.

 

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25


Additional Federal Income Tax Information (Unaudited)

 

The Form 1099-DIV you receive in January 2017 will show the tax status of all distributions paid to your account in calendar year 2016. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.

Qualified Dividend Income. The Fund designates approximately 100% or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s calendar year 2016 ordinary income dividends, 100% qualifies for the corporate dividends received deduction.

For the year ended October 31, 2016, the Fund designated $14,032,057 as 20% long-term capital gain distributions.

 

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26


Trustees and Officers (Unaudited)

 

The Board of Trustees supervises the business activities of the Trust. Each Trustee serves as a trustee until termination of the Trust unless the Trustee dies, resigns, retires or is removed.

The following table provides information regarding each of the Independent Trustees.

 

Name, Address*, (Age),
Position with Trust**,
Term of Position with Trust
   Principal Occupation During Past 5 Years   Other Directorships
Ira Cohen, 57,
Independent Trustee, June 2010 to present.
   Current: Independent financial services consultant since February 2005; Executive Vice President of Asset Management Services, Recognos Financial (since August 2015).   Trustee and Audit Committee Chairman, Griffin Institutional Real Estate Access Fund, since May 2014. Trustee, Angel Oak Funds Trust, since October 2014.
Andrea N. Mullins, 49, Independent Trustee, December 2013 to present.    Current: Private investor; Independent Contractor, Seabridge Wealth Management, LLC (since April 2014).   None.

 

* The address for each trustee and officer is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.
** As of the date of this report, the Trust consists of 14 series.

The following table provides information regarding the Trustee who is considered an “interested person” of the Trust, as that term is defined under the 1940 Act. Based on the experience of the Trustee, the Trust concluded that the individual described below is qualified to serve as a Trustee.

 

Name, Address*, (Age),
Position with Trust**,
Term of Position with Trust
   Principal Occupation During Past 5 Years   Other Directorships
R. Jeffrey Young, 52,
Trustee and Chairman, June 2010 to present.
  

Current: Vice President and Director of Relationship Management, Ultimus Fund Solutions, LLC (since December 2015); President, Unified Financial Securities, LLC (since July 2015).

 

Previous: President, Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (April 2015 to December 2015), Director (May 2014 to December 2015), Senior Vice President (January 2010 to April 2015); Director, Unified Financial Securities, Inc. (n/k/a Unified Financial Securities, LLC) (May 2014 to December 2015); Chief Executive Officer, Huntington Funds (February 2010 to March 2015); Chief Executive Officer, Huntington Strategy Shares (November 2010 to March 2015); President and Chief Executive Officer, Dreman Contrarian Funds (March 2011 to February 2013).

  Trustee and Chairman, Capitol Series Trust, since September 2013.

 

* The address for each trustee and officer is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.
** As of the date of this report, the Trust consists of 14 series.

 

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27


Trustees and Officers (Unaudited) (Continued)

 

The following table provides information regarding the Officers of the Trust:

 

Name, Address*, (Age),
Position with Trust**,
Term of Position with Trust
   Principal Occupation During Past 5 Years   Other Directorships
R. Jeffrey Young, 52, Trustee and Chairman, June 2010 to present; Principal Executive Officer and President, Valued Advisers Trust since February 2010.   

Current: Vice President and Director of Relationship Management, Ultimus Fund Solutions, LLC (since December 2015); President, Unified Financial Securities, LLC (since July 2015).

 

Previous: President, Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (April 2015 to December 2015), Director (May 2014 to December 2015), Senior Vice President (January 2010 to April 2015); Director, Unified Financial Securities, Inc. (n/k/a Unified Financial Securities, LLC) (May 2014 to December 2015); Chief Executive Officer, Huntington Funds (February 2010 to March 2015); Chief Executive Officer, Huntington Strategy Shares (November 2010 to March 2015); President and Chief Executive Officer, Dreman Contrarian Funds (March 2011 to February 2013).

  Trustee and Chairman, Capitol Series Trust, since September 2013.
John C. Swhear, 55,
Chief Compliance Officer, AML Officer and Vice President, August 2008 to present.
  

Current: Vice President, Unified Series Trust (since January 2016); Assistant Vice President and Associate Director of Compliance, Ultimus Fund Solutions, LLC (since December 2015); Chief Compliance Officer, Unified Financial Securities, LLC (since May 2007); Chief Compliance Officer and AML Officer, Capitol Series Trust (since September 2013).

 

Previous: Vice President of Legal Administration and Compliance, Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (April 2007 to December 2015), Director (May 2014 to December 2015); Director, Unified Financial Securities, Inc. (n/k/a Unified Financial Securities, LLC) (May 2014 to December 2015); President, Unified Series Trust (March 2012 to January 2016), Senior Vice President (May 2007 to March 2012); Secretary, Huntington Funds (April 2010 to February 2012).

  None.
Carol J. Highsmith, 52,
Vice President, August 2008 to present; Secretary, March 2014 to present.
  

Current: Assistant Vice President, Ultimus Fund Solutions, LLC (since December 2015).

 

Previous: Secretary, Cross Shore Discovery Fund (May 2014 to February 2016); Employed in various positions with Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (November 1994 to December 2015), most recently Vice President of Legal Administration (2005 to December 2015).

  None.

 

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28


Name, Address*, (Age),
Position with Trust**,
Term of Position with Trust
   Principal Occupation During Past 5 Years   Other Directorships
Matthew J. Miller, 40,
Vice President, December 2011 to present.
  

Current: Assistant Vice President, Relationship Management, Ultimus Fund Solutions, LLC (since December 2015); President and Chief Executive Officer, Capitol Series Trust (since September 2013).

 

Previous: Employed in various positions with Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (since July 1998), most recently Vice President of Relationship Management (2005 to December 2015); Vice President, Huntington Funds (February 2010 to April 2015).

  None.
Bryan W. Ashmus, 43, Principal Financial Officer and Treasurer, December 2013 to present.   

Current: Vice President and Director of Financial Administration, Ultimus Fund Solutions, LLC (since December 2015); Chief Financial Officer and Treasurer, Cross Shore Discovery Fund (since June 2016).

 

Previous: Vice President and Manager of Financial Administration, Huntington Asset Services, Inc.
(n/k/a Ultimus Asset Services, LLC) (September 2013 to December 2015); Chief Financial Officer and Treasurer, Huntington Strategy Shares and Huntington Funds Trust (November 2013 to April 2016); Vice President, Fund Administration, Citi Fund Services Ohio, Inc. (from May 2005 to September 2013).

  None.
* The address for each trustee and officer is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.
** As of the date of this report, the Trust consists of 14 series.

OTHER INFORMATION

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the trustees and is available without charge, upon request. You may call toll-free at (800) 247-1014 to request a copy of the SAI or to make shareholder inquiries.

 

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Investment Advisory Agreement Approval (Unaudited)

 

At a meeting held on June 7-8, 2016, the Board of Trustees (the “Board”) considered the approval of the Investment Advisory Agreement (the “Agreement”) between Foundry Partners, LLC (“Foundry”) and Valued Advisers Trust (the “Trust”) with respect to the Foundry Partners Fundamental Small Cap Value Fund (the “Fund”). Foundry provided written information to the Board to assist the Board in its considerations.

The Board discussed the existing arrangements between Dreman Value Management, LLC (“Dreman”) (the current adviser to the Fund) and the Trust for the Fund, as well as the anticipated arrangements once Foundry assumes responsibilities as investment adviser. Counsel discussed with the Trustees the types of information and factors that the Board should consider in order to make an informed decision regarding the approval of the Agreement.

The Trustees expressed the view that, although they were considering the Agreement with Foundry, they believed they should take into account their prior experience with the portfolio managers who managed the Fund and would be managing the Fund – that is, they noted that Messrs. Roach and Tufano are joining Foundry as portfolio managers specifically responsible for managing the Fund. The Trustees reflected upon their experience with the portfolio managers, including the information furnished for the Board’s review and consideration at previous Board meetings, as well as information specifically prepared or presented at the June meeting. The Board noted that one of the portfolio managers of the Fund, David Dreman, would not be transitioning to Foundry, and they expressed the view that this should not diminish the level of services provided to the Fund, especially in light of the perceived additional support that would be provided by Foundry and the general view that Messrs. Roach and Tufano had been primarily responsible for the day-to-day management of the Fund recently.

The Board noted that it had recently conducted an annual review and renewal of the investment advisory agreement between the Trust and Dreman with respect to the Fund at its quarterly meeting held on December 8 and 9, 2015. In this regard, counsel noted that the responses to the prior Dreman 15c request were similar in light of the nature of the transaction (i.e., it is a team lift out). In addition to the comparative information provided at this December meeting, the Board requested and received information and reports relevant to the consideration of the approval of the Agreement, including: (i) proposals regarding the services and support that Foundry would provide to the Fund and its shareholders; (ii) presentations by Foundry addressing its investment philosophy, investment strategy, personnel, operations, and compliance program; (vi) disclosure information contained in Foundry’s Form ADV; and (vii) a memorandum from counsel, that summarized the fiduciary duties and responsibilities of the Board in reviewing and approving the Agreement, including the material factors and the types of information included in each factor that should be considered by the Board in order to make an informed decision. The Board also requested and received various informational materials including, without limitation: (i) documents containing information about Foundry, such as its financial condition, personnel and services, investment performance, estimated Fund expenses, compliance program, legal matters, and other general information; (ii) comparative expense and performance information for other mutual funds with strategies similar to the Fund and

 

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30


performance of other accounts to be managed by Foundry similar to the Fund; (iii) the anticipated effect of size on the Fund’s performance and expenses; and (iv) conflicts of interest and benefits to be realized by Foundry from its relationship with the Fund. In considering the foregoing, the Board also considered the ability of Foundry to continue to provide a similar level and quality of services to the Fund as previously provided by Dreman. The Trustees observed that certain portfolio and trading personnel of Dreman, including two of the portfolio managers responsible for managing the Fund, would continue in similar capacities with Foundry. The Trustees further noted that Foundry represented that no significant changes to the Fund’s management or operations were anticipated. Accordingly, the Trustees expressed the view that their previous experiences with Dreman were relevant to their consideration of each of the factors described below. The Board did not identify any particular factor that was most relevant to its consideration to approve the Agreement and each Trustee may have afforded different weight to the various factors.

 

1. The nature, extent, and quality of the services to be provided by Foundry. In this regard, the Board considered responsibilities that Foundry would have under the Agreement. The Trustees considered the services to be provided by Foundry to the Fund and the Trustees’ experience with Dreman in providing similar services, including without limitation: the quality of advisory services (including research and recommendations on portfolio securities), the process for formulating investment recommendations and assuring compliance with the Fund’s investment objectives and limitations, the coordination of services for the Fund among its service providers, and efforts to promote the Fund and grow its assets. The Trustees further considered Dreman’s prior continuity of, and commitment to retain, qualified personnel and the fact that Foundry appeared to have this same level of commitment, Dreman’s past and Foundry’s anticipated commitment to maintain appropriate resources and systems, and Dreman’s past and Foundry’s anticipated cooperation with the Board, Trust management, and counsel. The Trustees considered the education and experience of Foundry personnel and Foundry’s compliance program, as well as the education and experience of the two portfolio managers who would be transitioning from Dreman to Foundry. The Trustees specifically acknowledged the fact that most of the personnel associated with the day-to-day management of the Fund at Dreman would remain intact at Foundry. After considering the foregoing information and further information in the meeting materials provided by Dreman and Foundry, the Board concluded that, in light of all the facts and circumstances, the nature, extent, and quality of the services proposed by Foundry will be satisfactory and adequate for the Fund.

 

2. Investment Performance of the Fund and Foundry. In considering the investment performance of the Fund, the Trustees compared the performance of the Fund to the performance of funds with similar objectives managed by other investment advisers, as well as with aggregated peer group data. The Trustees also considered the consistency of the portfolio managers’ management of the Fund with its investment objective, strategies, and limitations. The Trustees further considered the performance of other clients managed by

 

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31


Investment Advisory Agreement Approval (Unaudited) (Continued)

 

  the portfolio managers that are moving from Dreman to Foundry. After reviewing and discussing the investment performance of the Fund, the experience of the portfolio managers in managing the Fund, the Fund’s and Foundry’s historical performance, and other relevant factors, the Board concluded, in light of all the facts and circumstances, that the investment performance of the Fund and its portfolio managers was and should continue to be satisfactory.

 

3. The costs of the services to be provided and profits to be realized by Foundry from the relationship with the Fund. In considering the costs of services to be provided and the profits to be realized by Foundry from the relationship with the Fund, the Trustees considered: (1) Foundry’s financial condition; (2) the current and projected asset levels of the Fund; (3) the overall expenses of the Fund; and (4) the nature and frequency of advisory fee payments. The Trustees reviewed information provided by Foundry regarding its expected profits associated with managing the Fund. The Trustees also considered potential benefits for Foundry in managing the Fund. The Trustees then compared the fees and expenses of the Fund (including the management fee) to other comparable mutual funds. The Trustees noted that the Fund’s management fee and net expense ratio is below the average and median for funds of similar size and class structure in the Fund’s Morningstar category. The Board also reviewed the Fund’s management fee and net expense ratio relative to certain select peers identified by Foundry as competitive funds, noting that the Fund’s management fee is below the peer group’s average and median, but the Fund’s net expense ratio is slightly above the peer group average and median. The Trustees acknowledged the commitment of Foundry to continue to limit the expenses of the Fund going forward at levels that were currently in place. Based on the foregoing, the Board concluded that the fees to be paid to Foundry by the Fund and the anticipated profits to be realized by Foundry, in light of all the facts and circumstances, are fair and reasonable in relation to the nature and quality of the services to be provided by Foundry.

 

4. The extent to which economies of scale would be realized as the Fund grows and whether advisory fee levels reflect these economies of scale for the benefit of the Fund’s investors. In this regard, the Board considered the Fund’s proposed fee arrangements with Foundry, noting that the proposed management fee is the same as the current fee paid to Dreman. The Board considered that while the management fee remained the same at all asset levels, the Fund’s shareholders could experience benefits from the Fund’s expense limitation arrangement. The Trustees noted that the Fund, at its current asset levels, was operating right at the capping level of the expense limitation arrangement. The Trustees expressed the view that the expense limitation arrangements were more beneficial than breakpoints in an advisory fee structure in that the expense limitation arrangement provided substantially similar benefits as breakpoints without the Fund having to achieve high asset levels and it provided an element of assurance that the overall fees of the Fund would remain no higher than the cap in the event assets of the Fund were to decline. The Trustees noted that once the Fund’s expenses fell below the expense limit, the Fund’s shareholders would continue to

 

Annual Report

 

32


  benefit from the economies of scale under the Fund’s agreements with service providers other than Foundry – the Trustees expressed the view that this weighed favorably on the assessment of economies of scale as Foundry determined to continue to manage the Fund in the Trust as a result of this structure rather than seek to reorganize the Fund to another service provider. In light of its ongoing consideration of the Fund’s current and expected asset levels and fee levels, the Board determined that the Fund’s fee arrangements, in light of all the facts and circumstances, are fair and reasonable, economies of scale are and would continue to be realized in light of all of the arrangements that would be in place with Foundry serving as the investment adviser to the Fund.

 

5. Possible conflicts of interest and benefits to Foundry. In considering Foundry’s mitigation of conflicts of interest, the Trustees evaluated the potential for conflicts of interest and considered such matters as the experience and ability of the advisory personnel to be assigned to the Fund; the basis of decisions to buy or sell securities for the Fund and Foundry’s other accounts (including the use of soft dollars); and the substance and anticipated administration of Foundry’s code of ethics. The Trustees also considered disclosure in the registration statement of the Trust relating to potential conflicts of interest. In addition to the fees associated with managing the Fund and the potential for using soft dollars, the Trustees noted Foundry’s potential benefit of the publicity associated with managing a public mutual fund and promoting the brand of Foundry. Based on the foregoing, the Board determined that the standards and practices of Foundry relating to the identification and mitigation of potential conflicts of interest and the benefits that it derives from managing the Fund are acceptable.

After additional consideration of the factors delineated in the memorandum provided by counsel and further discussion among the Board members, the Board determined to approve the Agreement between the Trust and Foundry.

 

Annual Report

 

33


Valued Advisers Trust

 

PRIVACY POLICY

The following is a description of the policies of the Valued Advisers Trust (the “Trust”) regarding disclosure of nonpublic personal information that shareholders provide to a series of the Trust (each, a “Fund”) or that the Fund collects from other sources. In the event that a shareholder holds shares of a Fund through a broker-dealer or other financial intermediary, the privacy policy of the financial intermediary would govern how shareholder nonpublic personal information would be shared with nonaffiliated third parties.

Categories of Information a Fund May Collect. A Fund may collect the following nonpublic personal information about its shareholders:

 

 

Information the Fund receives from a shareholder on applications or other forms, correspondence, or conversations (such as the shareholder’s name, address, phone number, social security number, and date of birth); and

 

 

Information about the shareholder’s transactions with the Fund, its affiliates, or others (such as the shareholder’s account number and balance, payment history, cost basis information, and other financial information).

Categories of Information a Fund May Disclose. A Fund may not disclose any nonpublic personal information about its current or former shareholders to unaffiliated third parties, except as required or permitted by law. A Fund is permitted by law to disclose all of the information it collects, as described above, to its service providers (such as the Fund’s custodian, administrator, transfer agent, accountant and legal counsel) to process shareholder transactions and otherwise provide services to the shareholder.

Confidentiality and Security. Each Fund shall restrict access to shareholder nonpublic personal information to those persons who require such information to provide products or services to the shareholder. Each Fund shall maintain physical, electronic, and procedural safeguards that comply with federal standards to guard shareholder nonpublic personal information.

Disposal of Information. The Funds, through their transfer agent, have taken steps to reasonably ensure that the privacy of a shareholder’s nonpublic personal information is maintained at all times, including in connection with the disposal of information that is no longer required to be maintained by the Funds. Such steps shall include, whenever possible, shredding paper documents and records prior to disposal, requiring off-site storage vendors to shred documents maintained in such locations prior to disposal, and erasing and/or obliterating any data contained on electronic media in such a manner that the information can no longer be read or reconstructed.

 

Annual Report

 

34


PROXY VOTING

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted those proxies during the most recent twelve month period ended June 30, is available without charge upon request by (1) calling the Fund at (800) 247-1014 and (2) from Fund documents filed with the Securities and Exchange Commission (“SEC”) on the SEC’s website at www.sec.gov.

TRUSTEES

R. Jeffrey Young, Chairman

Ira P. Cohen

Andrea N. Mullins

OFFICERS

R. Jeffrey Young, Principal Executive Officer and President

Bryan W. Ashmus, Principal Financial Officer and Treasurer

John C. Swhear, Chief Compliance Officer, AML Officer and Vice-President

Carol J. Highsmith, Vice President and Secretary

Matthew J. Miller, Vice President

INVESTMENT ADVISER

Foundry Partners, LLC

510 First Avenue North, Suite 409

Minneapolis, MN 55403

DISTRIBUTOR

Unified Financial Securities, LLC

9465 Counselors Row, Suite 200

Indianapolis, IN 46240

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen & Company, Ltd.

1350 Euclid Avenue, Suite 800

Cleveland, OH 44115

LEGAL COUNSEL

The Law Offices of John H. Lively & Associates, Inc.

A member firm of The 1940 Act Law Group TM

11300 Tomahawk Creek Parkway, Suite 310

Leawood, KS 66211

CUSTODIAN

Huntington National Bank

41 South High Street

Columbus, OH 43215

ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTANT

Ultimus Asset Services, LLC

225 Pictoria Drive, Suite 450

Cincinnati, OH 45246

This report is intended only for the information of shareholders or those who have received the Fund’s prospectus which contains information about the Fund’s management fee and expenses. Please read the prospectus carefully before investing.

Distributed by Unified Financial Securities, LLC

Member FINRA/SIPC


 

LOGO

DANA LARGE CAP EQUITY FUND

DANA SMALL CAP EQUITY FUND

Annual Report

October 31, 2016

Dana Investment Advisors, Inc.

20700 Swenson Drive, Suite 400

Waukesha, WI 53186

(855) 280-9648

www.danafunds.com


 

  

 

 

Dear Fellow Shareholders,

We are once again pleased to offer you this annual report for the Dana Funds (Dana Large Cap Equity Fund and Dana Small Cap Equity Fund) for the 12-month period ended October 31, 2016. In the last 12 months, we expanded our offerings with the Dana Small Cap Equity Fund (the “Small Cap Fund”) and hit a new high mark for assets in the Dana Large Cap Equity Fund (the “Large Cap Fund”). This proved to be a challenging year in the markets as the Large Cap Fund (Institutional Class) returned -1.66% for the year ended October 31, 2016 and the Small Cap Fund (Institutional Class) returned -6.87% for the period from November 3, 2015 (inception date) through October 31, 2016. Investors grappled with several macro-oriented factors including interest rate policies domestically and abroad, China’s variable growth prospects, and a particularly contentious U.S. election year. At the beginning of the Funds’ fiscal year, we saw returns accrue to a narrow group of large, high valuation stocks. At Dana Investment Advisors, we are determined not to overpay for growth and the Funds were underweighted with respect to companies trading at higher valuations. More recently, low-quality stocks (i.e. low return on equity and highly leveraged balance sheets) have garnered investor attention. Our investment analysis emphasizes company fundamentals and yielded holdings with good relative earnings and cash flow growth (despite an earnings recession), balance sheet strength, and attractive valuations relative to peers. The Large Cap and Small Cap Funds’ holdings have outperformed their respective benchmarks in terms of actual earnings growth, and we believe both are well positioned to benefit as investor interest and focus returns to improving fundamentals. We know our shareholders have many investment options to choose from, and we wish to thank you for your support.

Economic and Market Recap:

The market gave up some ground in the final two months of 2015, after performing quite strong in October 2015. The first six weeks of 2016 saw even more pronounced declines, with mounting concerns regarding China’s slowing growth, a potential rate hike in the U.S., and the adoption of negative interest rates in Japan. By February 11th, the S&P 500® Index (“S&P 500”) was down -11.4%, and indexes covering mid-cap, small-cap and international stocks were down even more. Fed Chair Janet Yellen’s congressional testimony in February helped to stabilize markets, and Jamie Dimon’s announcement of his purchase of JP Morgan Chase & Co. stock marked the beginning of a rebound in stocks. Bonds rallied as well. Interest rate sensitive stocks performed well, with utilities delivering double-digit returns in the first quarter. However, earnings revisions continued to be negative and market valuations remained high compared to historical valuations.

Markets moved sideways for most of the second quarter of this year. Economic data was positive, but lackluster. Earnings growth continued to be negative year-over-year, although earnings reports began to exceed their much lowered expectations. The quarter ended with a bang, delivered from overseas, when the U.K voted to leave the EU (European Union) in a referendum on June 23rd. This surprising “Brexit” vote caused stocks to slide for two days. A rebound in U.S. stocks on the final three days of the quarter reversed almost all of the decline, and the S&P 500 and the Russell 2000® Indexes and the Large Cap and Small Cap Funds finished in positive territory.

The rebound continued in early summer, and the strength in July outweighed the waning period of August and September, resulting in another positive return for both Funds and their respective benchmarks. Small-cap stocks handily outperformed large-cap stocks and investors gained confidence in the earnings outlook. In fact, third quarter earnings reports might tip into positive territory, ending an approximately 18 month period of an earnings recession. Once again,

 

1


 

  

 

 

expectations for an interest rate hike reappeared. However at this point the Fed remains reluctant to act in the midst of an extremely heated election period. Stocks rallied in the last bit of September only to correct in October, the last month of the Funds’ fiscal year.

Dana Large Cap Equity Fund Performance:

The Large Cap Fund lagged the S&P 500 during the twelve months ended October 31, 2016. The Fund experienced two headwinds during this time period. Initially the Fund lagged as a small number of large, high valuation growth stocks had a pronounced impact on the Index. Our process of focusing on companies with growth at relatively attractive valuations led to an underweight in these stocks. Second, lower quality stocks, many with no earnings and poor balance sheets rallied. While we expect corporate earnings to improve, the degree to which these low-quality names rebounded seems excessive and risky to us.

In terms of sectors, Fund holdings within Energy, Real Estate (a new sector, added in August) and Utilities performed well. Weakest performance was seen in Consumer Staples, Consumer Discretionary and Materials stocks. We saw strong double-digit returns in a number of holdings. Spectra Energy, a pipeline company, recovered with stable to improving oil prices and then received an offer to be bought by Canadian company, Enbridge. The stock moved up significantly on this announcement. Information Technology stocks in general were up strongly and holdings such as Lam Research Corporation, a semiconductor equipment maker, Electronic Arts Inc., and Broadridge Financial Solutions, Inc. were some of the top performing holdings in the Fund. Weakness in Consumer companies detracted from returns for the year. Royal Caribbean Cruises, LLC, a leading performer in our prior fiscal year, disappointed this year as earnings results came in below expectations. Retailers including Macy’s Inc., Dollar General Corporation and Lowe’s failed to meet expectations, too. Campbell Soup Company guided earnings and revenue lower recently as some of their organic offerings met with greater competition.

Fund collective holdings have displayed consistent positive earnings growth despite six quarters of earnings declines for the S&P 500. Overall, the Large Cap Fund holdings have seen positive earnings revisions to expected future income and revenue projections. We believe this positions the Fund well for an environment that becomes more focused on fundamentals.

Dana Small Cap Equity Fund Performance:

The Small Cap Fund lagged its benchmark for the period November 3, 2015 through October 31, 2016. Toward the end of last year and into the early months of 2016, corporate earnings downgrades were significant. While the Fund’s holdings performed better than the Index in terms of earnings beats (earnings matching or beating expectations), those companies that failed to exceed expectations were severely punished in the marketplace. The Fund held several stocks in the Healthcare sector that reacted well to better earnings and upward revisions. Emergent BioSolutions, Inc. and Globus Medical, Inc. were strong in the latter part of 2015 and AMN Healthcare Services, Inc. and VCA, Inc. rose strongly in the first quarter of 2016 after delivering strong earnings and revenue growth. Information Technology holdings lagged in the early months of the fiscal year. Blackhawk Network Holding, Inc. was weak as was Federal Signal Corporation after lowering guidance for the first quarter and year.

During the second and third quarters of 2016, small cap stocks gained momentum, led by a strong recovery in low-quality stocks. The Small Cap Fund delivered positive performance in these quarters,

 

2


 

  

 

 

but did not keep up with the Russell 2000® Index. Indeed by the third quarter, companies with no earnings delivered double-digit returns on average. Likewise, companies within high beta, high price-to-earnings, high debt-to-capital and low ROE (Return on Equity) quintiles outperformed. The Fund holdings did not participate to the same extent in this type of rally as our process is focused on identifying and selecting strong companies with strong fundamentals and balance sheets as well as attractive relative valuations. During this timeframe, Healthcare holdings continued to perform well. Also Industrial holdings such as Dycom Industries benefited from telecom/cable capex growth and Patrick Industries, Inc. experienced solid growth in mobile homes and recreational vehicles in the second quarter. Materials holdings added value in the third quarter. Chemtura jumped nearly 25% when management agreed to a takeover offer by Lanxess and Berry Plastics Group, Inc. delivered a double-digit return after reporting another stronger than expected quarter. Consumer Discretionary stocks, Sonic Corp. and Express, Inc., disappointed investors with poor same-store-sales results in the second quarter and Financial holdings were weak in the third quarter.

Our analysis shows that the Small Cap Fund holdings are trading at attractive relative valuations versus its benchmark and are performing well in terms of actual earnings and cash flow generation. Our focus remains on company fundamentals, and we believe patient investors will be rewarded in time.

Post-Election Note:

At this writing the long-awaited election results are in. President-elect Trump and a Republican Congress will take hold of the reins in the New Year. This has been a contentious time for U.S. citizens, a time that revealed some deep-seated divisions amongst people. Issues of economic disparity, values, race, and gender were on display for the world to see. At this juncture, the stock market seems positively disposed to the potential benefits of tax cuts and fiscal spending on infrastructure, while the yield curve is rising in anticipation of rising inflation and debt. Given the high levels of uncertainty, we remain laser-focused on building the best portfolio for our shareholders, buying stocks with better earnings and cash flow generation versus the market, at more attractive valuations versus peers.

Respectfully submitted,

 

LOGO

Mark R. Mirsberger, CPA

Chief Executive Officer – Dana Investment Advisors, Inc.

 

LOGO

Duane Roberts, CFA

Portfolio Manager and Director of Equities – Dana Investment Advisors, Inc.

 

3


 

  

 

 

Investment Results (Unaudited)

Average Annual Total Returns(a) as of October 31, 2016

   

One

Year

   

Three

Year

   

Five

Year

   

Since

Inception

(3/1/10)

   

Since

Inception

(7/28/10)

   

Since

Inception

(10/29/13)

 

Dana Large Cap Equity Fund

  

       

Class A with Load

    (6.83)%        3.90%        9.86%        N/A        10.23%        N/A   

Class A without Load

    (1.91)%        5.69%        10.99%        N/A        11.14%        N/A   

Class N

    (1.91)%        5.71%        11.11%        12.08%        N/A        N/A   

Institutional Class

    (1.66)%        6.01%        N/A        N/A        N/A        6.10%   

S&P 500® Index(b)

    4.51%        8.84%        13.57%        12.50%        13.39%        8.51%   
      Expense Ratios(c)       
          Class A     Class N    

Institutional

Class

             

Gross

            1.25%        1.25%        1.00%                   

With Applicable Waivers

            0.98%        0.98%        0.73%                   

The performance quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect deduction of taxes that a shareholder would pay on Dana Large Cap Equity Fund (the “Large Cap Fund”) distributions or the redemption of Large Cap Fund shares. Current performance of the Large Cap Fund may be lower or higher than the performance quoted. The Large Cap Fund’s investment objectives, risks, charges and expenses must be considered carefully before investing. Performance data current to the most recent month end may be obtained by calling 1-855-280-9648.

(a) Average annual total returns reflect any change in price per share and assume the reinvestment of all distributions. The Large Cap Fund’s returns reflect any fee reductions during the applicable period. If such reductions had not occurred, the quoted performance would have been lower. Returns figures for Class A with load include the maximum 5.00% sales charge.

(b) The S&P 500® Index (“Index”) is widely recognized unmanaged index of equity securities and is representative of a broader domestic equity market and range of securities than is found in the Large Cap Fund’s portfolio. Individuals cannot invest directly in the Index; however, an individual can invest in exchange traded funds or other investment vehicles that attempt to track the performance of a benchmark index.

(c) The expense ratios are from the Large Cap Fund’s prospectus dated February 29, 2016. The Dana Investment Advisors, Inc. (the “Adviser”) has contractually agreed to reimburse or limit its fees and to assume other expenses of the Large Cap Fund until February 28, 2017, so that total annual fund operating expenses does not exceed 0.73%. This operating expense limitation does not apply to brokerage fees and commissions, borrowing costs (such as interest and dividend expenses on securities sold short), taxes, extraordinary expenses, fees and expenses paid under a distribution plan adopted pursuant to Rule 12b-1, fees and expenses paid under a shareholder services plan, and indirect expenses (such as “Acquired Funds Fees and Expenses”). Each fee waiver or reimbursement of an expense by the Adviser is subject to repayment by the Large Cap Fund within three years following the fiscal year in which the fee waiver or expense reimbursement occurred, provided that the Large Cap Fund is able to make the repayment without exceeding the expense limitation in place at the time of the fee waiver or expense reimbursement. This agreement may only be terminated by mutual consent of the Adviser and the Board of Trustees. Additional information pertaining to the Large Cap Fund’s expense ratios as of October 31, 2016 can be found in the financial highlights.

The Large Cap Fund’s investment objectives, strategies, risks, charges and expenses must be considered carefully before investing. The prospectus contains this and other important information about the Large Cap Fund and may be obtained by calling the same number as above. Please read it carefully before investing.

The Large Cap Fund is distributed by Unified Financial Securities, LLC, member FINRA/SIPC.

 

4


 

  

 

 

Investment Results (Unaudited)

Total Return(a) as of October 31, 2016

    

Since

Inception

(11/3/15)

        

Dana Small Cap Equity Fund

  

  

Institutional Class

     (6.87)%            

Investor Class

     (7.13)%            

Russell 2000® Index(b)

     1.51%            
     Expense Ratios(c)   
    

Institutional

Class

    

Investor

Class

 

Gross

     2.49%         2.74%   

With Applicable Waivers

     0.95%         1.20%   

The performance quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect deduction of taxes that a shareholder would pay on Dana Small Cap Equity Fund (the “Small Cap Fund”) distributions or the redemption of Small Cap Fund shares. Current performance of the Small Cap Fund may be lower or higher than the performance quoted. The Small Cap Fund’s investment objectives, risks, charges and expenses must be considered carefully before investing. Performance data current to the most recent month end may be obtained by calling 1-855-280-9648.

(a) Return figures reflect any change in price per share and assume the reinvestment of all distributions. The Small Cap Fund’s returns reflect any fee reductions during the applicable period. If such reductions had not occurred, the quoted performance would have been lower.

(b) The Russell 2000® Index (“Russell Index”) is a widely recognized unmanaged index of equity securities and is representative of a broader domestic equity market and range of securities than are found in the Small Cap Fund’s portfolio. Individuals can not invest directly in the Russell Index; however, an individual can invest in ETFs or other investment vehicles that attempt to track the performance of a benchmark index.

(c) The expense ratios are from the Small Cap Fund’s prospectus dated February 29, 2016. The Adviser has contractually agreed to waive or limit its fees and to reimburse other expenses of the Small Cap Fund until February 28, 2017, so that total annual fund operating expenses does not exceed 0.95%. This operating expense limitation does not apply to brokerage fees and commissions, borrowing costs (such as interest and dividend expenses on securities sold short), taxes, extraordinary expenses, fees and expenses paid under a distribution plan adopted pursuant to Rule 12b-1, fees and expenses paid under a shareholder services plan, and indirect expenses (such as “Acquired Funds Fees and Expenses”). Each fee waiver or reimbursement of an expense by the Adviser is subject to repayment by the Small Cap Fund within three years following the fiscal year in which the fee waiver or expense reimbursement occurred, provided that the Small Cap Fund is able to make the repayment without exceeding the expense limitation in place at the time of the fee waiver or expense reimbursement. This agreement may only be terminated by mutual consent of the Adviser and the Board of Trustees. Additional information pertaining to the Small Cap Fund’s expense ratios as of October 31, 2016 can be found in the financial highlights.

The Small Cap Fund’s investment objectives, strategies, risks, charges and expenses must be considered carefully before investing. The prospectus contains this and other important information about the Small Cap Fund and may be obtained by calling the same number as above. Please read it carefully before investing.

The Small Cap Fund is distributed by Unified Financial Securities, LLC, member FINRA/SIPC.

 

5


 

  

 

 

Comparison of Growth of $10,000 Investment in the Dana Large Cap Equity Fund, Class N and the S&P 500® Index (Unaudited)

 

LOGO

The chart above assumes an initial investment of $10,000 made on March 1, 2010 (commencement of Class N operations) held through October 31, 2016. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE FUTURE RESULTS. 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 Fund, and to obtain performance data current to the most recent month end or to request a prospectus, please call 1-855-280-9648. 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.

The Fund is distributed by Unified Financial Securities, LLC, member FINRA/SIPC.

 

6


 

  

 

 

Comparison of Growth of $10,000 Investment in the Dana Small Cap Equity Fund, Investor Class and the Russell 2000® Index (Unaudited)

 

LOGO

The chart above assumes an initial investment of $10,000 made on November 3, 2015 (commencement of Investor Class operations) held through October 31, 2016. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE FUTURE RESULTS. 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 Fund, and to obtain performance data current to the most recent month end or to request a prospectus, please call 1-855-280-9648. 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.

The Fund is distributed by Unified Financial Securities, LLC, member FINRA/SIPC.

 

7


Portfolio Illustration (Unaudited)

October 31, 2016

The following chart gives a visual breakdown of the Large Cap Fund by sector weighting as a percentage of the fair value of portfolio investments.

 

 

LOGO

 

8


Portfolio Illustration (Unaudited)

October 31, 2016

The following chart gives a visual breakdown of the Small Cap Fund by sector weighting as a percentage of the fair value of portfolio investments.

 

 

LOGO

Availability of Portfolio Schedule – (Unaudited)

The Large Cap Fund and the Small Cap Fund (each a “Fund” and collectively the “Funds”) file their complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Form N-Q is available at the SEC’s website at www.sec.gov. The Funds’ Form N-Q may be reviewed and copied at the Public Reference Room in Washington DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

9


Dana Large Cap Equity Fund

Schedule of Investments

October 31, 2016

 

Shares            Fair Value  
  Common Stocks – 99.09%   
   Consumer Discretionary – 12.36%   
  54,000      

Comcast Corp., Class A

   $ 3,338,280   
  123,600      

D.R. Horton, Inc.

     3,563,388   
  29,000      

Lear Corp.

     3,560,620   
  51,900      

Lowe’s Companies, Inc.

     3,459,135   
  70,700      

Newell Brands, Inc.

     3,395,014   
  52,000      

Royal Caribbean Cruises Ltd.

     3,997,240   
     

 

 

 
        21,313,677   
     

 

 

 
   Consumer Staples – 9.88%   
  56,000      

Altria Group, Inc.

     3,702,720   
  39,000      

Dr. Pepper Snapple Group, Inc.

     3,423,810   
  25,000      

Ingredion, Inc.

     3,279,250   
  28,000      

Kimberly-Clark Corp.

     3,203,480   
  71,000      

Sysco Corp.

     3,416,520   
     

 

 

 
        17,025,780   
     

 

 

 
   Energy – 7.19%   
  31,000      

Chevron Corp.

     3,247,250   
  37,000      

Exxon Mobil Corp.

     3,082,840   
  38,000      

Schlumberger Ltd.

     2,972,740   
  74,000      

Spectra Energy Corp.

     3,093,940   
     

 

 

 
        12,396,770   
     

 

 

 
   Financials – 13.05%   
  32,000      

Ameriprise Financial, Inc.

     2,828,480   
  160,000      

Bank of America Corp.

     2,640,000   
  28,000      

Chubb Ltd.

     3,556,000   
  60,000      

Discover Financial Services

     3,379,800   
  52,000      

JPMorgan Chase & Co.

     3,601,520   
  45,000      

Nasdaq, Inc.

     2,878,650   
  80,000      

SunTrust Banks, Inc.

     3,618,400   
     

 

 

 
        22,502,850   
     

 

 

 
   Health Care – 13.82%   
  59,000      

AbbVie, Inc.

     3,291,020   
  21,800      

Amgen, Inc.

     3,077,288   
  30,600      

Johnson & Johnson

     3,549,294   
  107,000      

Pfizer, Inc.

     3,392,970   
  51,000      

STERIS PLC

     3,407,820   
  31,000      

Stryker Corp.

     3,575,850   
  25,000      

UnitedHealth Group, Inc.

     3,533,250   
     

 

 

 
        23,827,492   
     

 

 

 

 

See accompanying notes which are an integral part of these financial statements.

 

10


Dana Large Cap Equity Fund

Schedule of Investments (continued)

October 31, 2016

 

Shares            Fair Value  
  Common Stocks – (continued)   
   Industrials – 9.54%   
  45,800      

Alaska Air Group, Inc.

   $ 3,307,676   
  28,000      

Boeing Co./The

     3,988,040   
  30,000      

Honeywell International, Inc.

     3,290,400   
  52,400      

Owens Corning

     2,556,072   
  29,000      

Stanley Black & Decker, Inc.

     3,301,360   
     

 

 

 
        16,443,548   
     

 

 

 
   Information Technology – 21.44%   
  86,000      

Activision Blizzard, Inc.

     3,712,620   
  4,600      

Alphabet, Inc., Class A *

     3,725,540   
  34,000      

Apple, Inc.

     3,860,360   
  22,000      

Broadcom Ltd.

     3,746,160   
  55,000      

Broadridge Financial Solutions, Inc.

     3,556,300   
  80,000      

CDW Corp.

     3,592,800   
  123,000      

Cisco Systems, Inc.

     3,773,640   
  28,000      

Facebook, Inc., Class A *

     3,667,720   
  36,000      

Lam Research Corp.

     3,486,960   
  64,000      

Microsoft Corp.

     3,834,880   
     

 

 

 
        36,956,980   
     

 

 

 
   Materials – 2.95%   
  1,200      

AdvanSix, Inc. *

     19,152   
  30,000      

Albemarle Corp.

     2,506,500   
  31,000      

Packaging Corporation of America

     2,557,500   
     

 

 

 
        5,083,152   
     

 

 

 
   Real Estate Investment Trusts – 2.94%   
  64,000      

Omega Healthcare Investors, Inc.

     2,037,120   
  58,000      

Prologis, Inc.

     3,025,280   
     

 

 

 
        5,062,400   
     

 

 

 
   Telecommunication Services – 2.52%   
  58,000      

AT&T, Inc.

     2,133,820   
  46,000      

Verizon Communications, Inc.

     2,212,600   
     

 

 

 
        4,346,420   
     

 

 

 
   Utilities – 3.40%   
  68,000      

CMS Energy Corp.

     2,866,200   
  88,000      

Exelon Corp.

     2,998,160   
     

 

 

 
        5,864,360   
     

 

 

 
  

Total Common Stocks (Cost $164,300,563)

     170,823,429   
     

 

 

 

 

See accompanying notes which are an integral part of these financial statements.

 

11


Dana Large Cap Equity Fund

Schedule of Investments (continued)

October 31, 2016

 

Shares            Fair Value  
  Short-Term Investments – 0.17%   
  302,763      

Federated Government Obligations Fund, Institutional Class, 0.27% (a)

   $ 302,763   
     

 

 

 
  

Total Short-Term Investments (Cost $302,763)

     302,763   
     

 

 

 
  

Total Investments – 99.26% (Cost $164,603,326)

     171,126,192   
     

 

 

 
  

Other Assets in Excess of Liabilities – 0.74%

     1,268,196   
     

 

 

 
  

NET ASSETS – 100.00%

   $ 172,394,388   
     

 

 

 

 

(a)   

Rate disclosed is the seven day effective yield as of October 31, 2016.

*   Non-income producing security.

The sectors shown on the schedule of investments are based on Global Industry Classification Standard, or GICS® (“GICS”). The GICS was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS is a service mark of MSCI, Inc. and S&P and has been licensed for use by Ultimus Asset Services, LLC.

 

See accompanying notes which are an integral part of these financial statements.

 

12


Dana Small Cap Equity Fund

Schedule of Investments

October 31, 2016

 

Shares            Fair Value  
  Common Stocks – 99.34%   
   Consumer Discretionary – 12.46%   
  9,467      

American Axle & Manufacturing Holdings, Inc. *

   $ 169,649   
  3,050      

Columbia Sportswear Co.

     172,752   
  1,756      

Drew Industries, Inc.

     157,250   
  4,957      

Ethan Allen Interiors, Inc.

     152,180   
  2,269      

Marriott Vacations Worldwide Corp.

     144,263   
  5,898      

Sinclair Broadcast Group, Inc., Class A

     148,040   
  5,320      

Sonic Corp.

     121,881   
  1,266      

Vail Resorts, Inc.

     201,851   
     

 

 

 
        1,267,866   
     

 

 

 
   Consumer Staples – 2.89%   
  10,631      

Amplify Snack Brands, Inc. *

     154,043   
  1,238      

Casey’s General Stores, Inc.

     139,882   
     

 

 

 
        293,925   
     

 

 

 
   Energy – 2.97%   
  4,476      

Carrizo Oil & Gas, Inc. *

     151,423   
  8,507      

Matrix Service Co. *

     150,574   
     

 

 

 
        301,997   
     

 

 

 
   Financials – 16.59%   
  5,095      

Bank of the Ozarks, Inc.

     188,311   
  10,281      

CenterState Banks, Inc.

     192,049   
  6,859      

First Merchants Corp.

     193,081   
  9,183      

Home BancShares, Inc.

     197,526   
  4,866      

James River Group Holdings Ltd.

     183,156   
  3,528      

Pinnacle Financial Partners, Inc.

     182,045   
  3,338      

Primerica, Inc.

     182,589   
  5,525      

Renasant Corp.

     186,414   
  4,921      

Western Alliance Bancorp *

     183,849   
     

 

 

 
        1,689,020   
     

 

 

 
   Health Care – 13.39%   
  4,785      

AMN Healthcare Services, Inc. *

     156,948   
  2,709      

ANI Pharmaceuticals, Inc. *

     161,727   
  2,313      

Aptevo Therapeutics, Inc. *

     5,112   
  7,806      

DepoMed, Inc. *

     174,542   
  1,307      

Ligand Pharmaceuticals, Inc., Class B *

     125,119   
  2,898      

Masimo Corp. *

     159,390   
  3,861      

Natus Medical, Inc. *

     151,930   
  2,460      

NuVasive, Inc. *

     146,936   

 

See accompanying notes which are an integral part of these financial statements.

 

13


Dana Small Cap Equity Fund

Schedule of Investments (continued)

October 31, 2016

 

Shares            Fair Value  
  Common Stocks – (continued)   
   Health Care – 13.39% (continued)   
  6,929      

Supernus Pharmaceuticals, Inc. *

   $ 137,194   
  2,351      

VCA, Inc. *

     144,492   
     

 

 

 
        1,363,390   
     

 

 

 
   Industrials – 13.37%   
  3,125      

Apogee Enterprises, Inc.

     127,344   
  3,319      

Astronics Corp. *

     122,869   
  498      

Astronics Corp., Class B *

     18,420   
  5,718      

Comfort Systems USA, Inc.

     164,964   
  1,699      

Dycom Industries, Inc. *

     130,704   
  5,941      

Echo Global Logistics, Inc. *

     125,949   
  2,884      

Hawaiian Holdings, Inc. *

     129,852   
  2,975      

Lydall, Inc. *

     139,081   
  11,023      

Mueller Water Products, Inc.

     135,803   
  4,113      

On Assignment, Inc. *

     141,528   
  2,166      

Patrick Industries, Inc. *

     124,220   
     

 

 

 
        1,360,734   
     

 

 

 
   Information Technology – 17.92%   
  6,128      

ARRIS International PLC *

     170,236   
  8,425      

Ciena Corp. *

     163,277   
  1,635      

Coherent, Inc. *

     170,236   
  5,884      

Convergys Corp.

     171,813   
  2,135      

Euronet Worldwide, Inc. *

     169,839   
  4,190      

Fabrinet *

     159,052   
  3,121      

Gigamon, Inc. *

     172,591   
  2,871      

Manhattan Associates, Inc. *

     145,387   
  3,502      

MKS Instruments, Inc.

     176,676   
  9,865      

Rudolph Technologies, Inc. *

     178,557   
  3,999      

Synchronoss Technologies, Inc. *

     146,803   
     

 

 

 
        1,824,467   
     

 

 

 
   Materials – 4.85%   
  3,733      

Berry Plastics Group, Inc. *

     163,319   
  5,266      

Chemtura Corp. *

     172,725   
  1,974      

Neenah Paper, Inc.

     157,723   
     

 

 

 
        493,767   
     

 

 

 
   Real Estate Investment Trusts – 10.27%   
  11,920      

Armada Hoffler Properties, Inc.

     160,086   
  10,609      

Colony Capital, Inc., Class A

     201,677   
  2,192      

CoreSite Realty Corp.

     161,638   
  1,738      

Life Storage, Inc.

     140,170   

 

See accompanying notes which are an integral part of these financial statements.

 

14


Dana Small Cap Equity Fund

Schedule of Investments (continued)

October 31, 2016

 

Shares            Fair Value  
  Common Stocks – (continued)   
   Real Estate Investment Trusts – 10.27% (continued)   
  3,713      

LTC Properties, Inc.

   $ 186,058   
  15,034      

Summit Hotel Properties, Inc.

     195,292   
     

 

 

 
        1,044,921   
     

 

 

 
   Telecommunications – 0.93%   
  5,663      

Inteliquent, Inc.

     95,082   
     

 

 

 
   Utilities – 3.70%   
  1,939      

Chesapeake Utilities Corp.

     124,193   
  3,841      

PNM Resources, Inc.

     126,177   
  1,738      

Southwest Gas Corp.

     125,936   
     

 

 

 
        376,306   
     

 

 

 
  

Total Common Stocks (Cost $9,752,092)

     10,111,475   
     

 

 

 
  Short-Term Investments – 0.75%   
  76,302      

Federated Government Obligations Fund, Institutional Class, 0.27% (a)

     76,302   
     

 

 

 
  

Total Short-Term Investments (Cost $76,302)

     76,302   
     

 

 

 
  

Total Investments – 100.09% (Cost $9,828,394)

     10,187,777   
     

 

 

 
  

Liabilities in Excess of Other Assets – (0.09)%

     (8,887
     

 

 

 
  

NET ASSETS – 100.00%

   $ 10,178,890   
     

 

 

 

 

(a)   

Rate disclosed is the seven day effective yield as of October 31, 2016.

*   Non-income producing security.

The sectors shown on the schedule of investments are based on Global Industry Classification Standard, or GICS® (“GICS”). The GICS was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS is a service mark of MSCI, Inc. and S&P and has been licensed for use by Ultimus Asset Services, LLC.

 

See accompanying notes which are an integral part of these financial statements.

 

15


Dana Funds

Statements of Assets and Liabilities

October 31, 2016

 

     Dana Large Cap
Equity Fund
    Dana Small Cap
Equity Fund
 

Assets

    

Investments in securities at fair value (cost $164,603,326 and $9,828,394)

   $ 171,126,192      $ 10,187,777   

Receivable for fund shares sold

     108,531        10,042   

Receivable for investments sold

     1,250,952          

Dividends receivable

     157,510        1,410   

Receivable from Adviser

            9,509   

Prepaid expenses

     43,409        24,472   

Total Assets

     172,686,594        10,233,210   

Liabilities

    

Payable for fund shares redeemed

     155,400        27,711   

Payable to Adviser

     80,456          

Payable for Distribution Fees

     7,282        797   

Payable to administrator, fund accountant, and transfer agent

     15,422        3,923   

Payable to trustees

     2,032        988   

Other accrued expenses

     31,614        20,901   

Total Liabilities

     292,206        54,320   

Net Assets

   $ 172,394,388      $ 10,178,890   

Net Assets consist of:

    

Paid-in capital

   $ 172,379,989      $ 10,097,163   

Accumulated undistributed net investment income

     229,055          

Accumulated undistributed net realized loss from investment transactions

     (6,737,522     (277,656

Net unrealized appreciation on investments

     6,522,866        359,383   

Net Assets

   $ 172,394,388      $ 10,178,890   

 

See accompanying notes which are an integral part of these financial statements.

 

16


Dana Funds

Statements of Assets and Liabilities (continued)

October 31, 2016

 

     Dana Large Cap
Equity Fund
     Dana Small Cap
Equity Fund
 

Class N:

     

Net Assets

   $ 32,514,266            

Shares outstanding (unlimited number of shares authorized, no par value)

     1,839,440            

Net asset value ("NAV") and offering price per share

   $ 17.68            

Redemption price per share (NAV * 98%) (a)

   $ 17.33            

Class A:

     

Net Assets

   $ 1,340,461            

Shares outstanding (unlimited number of shares authorized, no par value)

     75,976            

Net asset value ("NAV") per share

   $ 17.64            

Offering price per share (NAV/0.95) (b)

   $ 18.57            

Redemption price per share (NAV * 98%) (a)

   $ 17.29            

Institutional Class:

     

Net Assets

   $ 138,539,661       $ 6,574,752   

Shares outstanding (unlimited number of shares authorized, no par value)

     7,838,342         706,590   

Net asset value ("NAV") and offering price per share

   $ 17.67       $ 9.30   

Redemption price per share (NAV * 98%) (a)

   $ 17.32       $ 9.11   

Investor Class:

     

Net Assets

            $ 3,604,138   

Shares outstanding (unlimited number of shares authorized, no par value)

              388,395   

Net asset value ("NAV") and offering price per share

            $ 9.28   

Redemption price per share (NAV * 98%) (a)

            $ 9.09   

 

(a)   

The Fund charges a 2.00% redemption fee on shares redeemed within 60 days of purchase.

(b)   

Class A shares impose a maximum 5.00% sales charge on purchases.

 

See accompanying notes which are an integral part of these financial statements.

 

17


Dana Funds

Statements of Operations

For the year ended October 31, 2016

 

     Dana Large Cap
Equity Fund
    Dana Small Cap
Equity Fund(a)
 

Investment Income

    

Dividend income (net of foreign taxes withheld of $1,881 and $—)

   $ 3,842,480      $ 73,529   

Total investment income

     3,842,480        73,529   

Expenses

    

Investment Adviser

     1,230,213        54,449   

Distribution (12b-1):

    

Class N

     86,481          

Class A

     3,379          

Investor Class

            5,711   

Administration

     94,386        37,500   

Fund accounting

     51,913        30,000   

Transfer agent

     29,419        23,093   

Legal

     20,972        16,208   

Registration

     59,570        10,927   

Custodian

     21,639        15,989   

Audit

     17,000        16,500   

Trustee

     7,992        5,170   

Insurance

     17,219        46   

Pricing

     2,330        2,315   

Printing

     14,530        1,140   

Offering

            48,112   

Organizational

            8,750   

Miscellaneous

     28,515        14,587   

Total expenses

     1,685,558        290,497   

Fees contractually waived and reimbursed by Adviser

     (313,281     (153,808

Fees waived voluntarily by Administrator

            (66,061

Net operating expenses

     1,372,277        70,628   

Net investment income

     2,470,203        2,901   

Net Realized and Change in Unrealized Gain (Loss) on Investments

    

Net realized loss on investment securities transactions

     (5,226,176     (277,656

Net change in unrealized appreciation of investment securities

     323,264        359,383   

Net realized and change in unrealized gain (loss) on investments

     (4,902,912     81,727   

Net increase (decrease) in net assets resulting from operations

   $ (2,432,709   $ 84,628   

 

(a)   

For the period November 3, 2015 (commencement of operations) through October 31, 2016.

 

See accompanying notes which are an integral part of these financial statements.

 

18


Dana Funds

Statements of Changes in Net Assets

 

      Dana Large Cap Equity Fund     Dana Small Cap Equity Fund  
     For the Year Ended
October 31, 2016
    For the Year Ended
October 31, 2015
    For the Period Ended
October 31, 2016(a)
 
Increase in Net Assets due to:
Operations
       

Net investment income

   $ 2,470,203      $ 1,145,661      $ 2,901   

Net realized loss on investment transactions

     (5,226,176     (1,513,521     (277,656

Net change in unrealized appreciation of investments

     323,264        918,692        359,383   

Net increase (decrease) in net assets resulting from operations

     (2,432,709     550,832        84,628   

Distributions From:

      

Net investment income:

      

Class N

     (394,154     (310,826  

Class A

     (13,120     (12,606  

Institutional Class

     (1,966,634     (702,819     (4,145

Investor Class

         (587

Realized gains:

      

Class N

            (1,380,628  

Class A

            (47,055  

Institutional Class

            (936,609        

Total distributions

     (2,373,908     (3,390,543     (4,732

Capital Transactions – Class N:

  

   

Proceeds from shares sold

     2,351,765        22,909,588     

Reinvestment of distributions

     386,214        1,276,366     

Amount paid for shares redeemed

     (6,016,995     (15,880,730  

Proceeds from redemption fees (b)

     261        162           

Total Class N

     (3,278,755     8,305,386           

Capital Transactions – Class A:

  

   

Proceeds from shares sold

     414,562        1,685,300     

Reinvestment of distributions

     12,358        58,595     

Amount paid for shares redeemed

     (1,684,118     (152,311  

Proceeds from redemption fees (b)

     42        652           

Total Class A

     (1,257,156     1,592,236           

 

(a)    For the period November 3, 2015 (commencement of operations) through October 31, 2016.

(b)    The Funds charge a 2.00% redemption fee on shares redeemed within 60 days of purchase.

       

       

 

See accompanying notes which are an integral part of these financial statements.

 

19


Dana Funds

Statements of Changes in Net Assets (continued)

 

      Dana Large Cap Equity Fund     Dana Small Cap Equity Fund  
     For the Year Ended
October 31, 2016
    For the Year Ended
October 31, 2015
    For the Period Ended
October 31, 2016(a)
 

Capital Transactions – Institutional Class:

  

   

Proceeds from shares sold

   $ 74,899,806      $ 127,938,610      $ 6,935,349   

Reinvestment of distributions

     170,023        195,472        2,967   

Amount paid for shares redeemed

     (50,570,426     (15,194,601     (427,018

Proceeds from redemption fees (b)

     13,598        63,483        1,840   

Total Institutional Class

     24,513,001        113,002,964        6,513,138   

Capital Transactions – Investor Class:

  

   

Proceeds from shares sold

         4,289,510   

Reinvestment of distributions

         587   

Amount paid for shares redeemed

         (704,373

Proceeds from redemption fees (b)

                     132   

Total Investor Class

  

            3,585,856   

Net increase in net assets resulting from capital transactions

     19,977,090        122,900,586        10,098,994   

Total Increase in Net Assets

     15,170,473        120,060,875        10,178,890   

Net Assets

      

Beginning of period

     157,223,915        37,163,040          

End of period

   $ 172,394,388      $ 157,223,915      $ 10,178,890   

Accumulated net investment income included in net assets at end of period

   $ 229,055      $ 139,697      $   

 

(a)    For the period November 3, 2015 (commencement of operations) through October 31, 2016.

(b)    The Funds charge a 2.00% redemption fee on shares redeemed within 60 days of purchase.

       

       

 

See accompanying notes which are an integral part of these financial statements.

 

20


Dana Funds

Statements of Changes in Net Assets (continued)

 

      Dana Large Cap Equity Fund     Dana Small Cap Equity Fund  
     For the Year Ended
October 31, 2016
    For the Year Ended
October 31, 2015
    For the Period Ended
October 31, 2016(a)
 

Share Transactions – Class N:

  

   

Shares sold

     134,234        1,222,207     

Shares issued in reinvestment of distributions

     21,807        69,257     

Shares redeemed

     (341,774     (840,885        

Total Class N

     (185,733     450,579           

Share Transactions – Class A:

  

   

Shares sold

     22,982        94,497     

Shares issued in reinvestment of distributions

     699        3,192     

Shares redeemed

     (93,562     (8,399        

Total Class A

     (69,881     89,290           

Share Transactions – Institutional Class:

  

   

Shares sold

     4,226,099        6,906,834        754,430   

Shares issued in reinvestment of distributions

     9,607        10,643        313   

Shares redeemed

     (2,854,088     (834,286     (48,153

Total Institutional Class

     1,381,618        6,083,191        706,590   

Share Transactions – Investor Class:

  

   

Shares sold

         465,806   

Shares issued in reinvestment of distributions

         61   

Shares redeemed

                     (77,472

Total Investor Class

  

            388,395   

 

(a)   

For the period November 3, 2015 (commencement of operations) through October 31, 2016.

 

21

See accompanying notes which are an integral part of these financial statements.


 

 

Dana Large Cap Equity Fund – Class N

Financial Highlights

Selected data for a share outstanding throughout each year.

 

 

 

    

 

    Years Ended October 31,  
     2016     2015     2014     2013     2012  

Net asset value, at
beginning of year

    $18.23        $18.54        $17.19        $13.88        $12.50   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from investment operations:

         

Net investment income (loss)

    0.22 (a)      0.18        0.19        0.21 (a)      0.14 (a) 

Net realized and unrealized gain (loss) on investments

    (0.57     0.49 (b)      2.46        3.40        1.51   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

    (0.35     0.67        2.65        3.61        1.65   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from:

         

Net investment income

    (0.20     (0.15     (0.18     (0.22     (0.14

Net realized gain

           (0.83     (1.12     (0.08     (0.13
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from distributions

    (0.20     (0.98     (1.30     (0.30     (0.27
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Redemption fees (c)

                                  

Net asset value, at
end of year

    $17.68        $18.23        $18.54        $17.19        $13.88   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (d)

    (1.91 )%      3.61     16.23     26.35     13.44
         

Ratios/Supplemental Data:

         

Net assets at end of year (thousands)

    $32,514        $36,909        $29,197        $18,306        $12,819   

Before waiver

         

Ratio of expenses to average net assets

    1.16     1.25     1.93     1.99     2.30

After waiver

         

Ratio of expenses to average net assets

    0.98     0.98     0.98     0.98     1.50

Ratio of net investment income (loss) to average net assets

    1.22     1.00     1.09     1.33     1.04

Portfolio turnover (e)

    69     45     57     70     54

 

 

(a)  

Per share net investment income has been determined on the basis of average shares outstanding during the year.

(b)   

The amount shown for a share outstanding throughout the year does not accord with the change in aggregate gains and losses in the portfolio of securities during the year because of the timing of sales and purchases of fund shares in relation to fluctuating market values during the year.

(c)   

The amount is less than $0.005 per share.

(d)   

Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions.

(e)   

Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

 

See accompanying notes which are an integral part of these financial statements.

 

22


 

 

Dana Large Cap Equity Fund – Class A

Financial Highlights

Selected data for a share outstanding throughout each year.

 

 

 

    

 

    Years Ended October 31,  
     2016     2015     2014     2013     2012  

Net asset value, at
beginning of year

    $18.18        $18.51        $17.17        $13.92        $12.52   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from investment operations:

         

Net investment income (loss)

    0.23 (a)      0.16        0.20        0.13 (a)      0.14 (a) 

Net realized and unrealized gain (loss) on investments

    (0.58     0.50 (b)      2.44        3.39        1.52   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

    (0.35     0.66        2.64        3.52        1.66   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from:

         

Net investment income

    (0.19     (0.16     (0.18     (0.19     (0.13

Net realized gain

           (0.83     (1.12     (0.08     (0.13
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from distributions

    (0.19     (0.99     (1.30     (0.27     (0.26
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Redemption fees (c)

                                  

Net asset value, at
end of year

    $17.64        $18.18        $18.51        $17.17        $13.92   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (d)

    (1.91 )%      3.54     16.24     25.67     13.54
         

Ratios/Supplemental Data:

         

Net assets at end of year (thousands)

    $1,340        $2,652        $1,047        $799        $678   

Before waiver:

         

Ratio of expenses to average net assets

    1.16     1.25     1.93     1.98     2.27

After waiver:

         

Ratio of expenses to average net assets

    0.98     0.98     0.98     1.49     1.50

Ratio of net investment income (loss) to
average net assets

    1.29     1.00     1.09     0.84     1.00

Portfolio turnover (e)

    69     45     57     70     54

 

 

(a)   

Per share net investment income has been determined on the basis of average shares outstanding during the year.

(b)   

The amount shown for a share outstanding throughout the year does not accord with the change in aggregate gains and losses in the portfolio of securities during the year because of the timing of sales and purchases of fund shares in relation to fluctuating market values during the year.

(c)  

The amount is less than $0.005 per share.

(d)   

Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions and excludes the maximum sales charge.

(e)   

Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

 

See accompanying notes which are an integral part of these financial statements.

 

23


 

 

Dana Large Cap Equity Fund – Institutional Class

Financial Highlights

Selected data for a share outstanding throughout each period.

 

 

 

     Years Ended October 31,     Period
Ended
October 31,
2013(a)
 
     2016     2015     2014    

Net asset value, at
beginning of period

    $18.22        $18.52        $17.19        $17.14   
 

 

 

   

 

 

   

 

 

   

 

 

 

Income from investment operations:

       

Net investment income (loss)

    0.26 (b)      0.19        0.26        (b)(c) 

Net realized and unrealized gain (loss) on investments

    (0.56     0.52 (d)      2.44        0.05   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

    (0.30     0.71        2.70        0.05   
 

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from:

       

Net investment income

    (0.25     (0.19     (0.25       

Net realized gain

           (0.83     (1.12       
 

 

 

   

 

 

   

 

 

   

 

 

 

Total from distributions

    (0.25     (1.02     (1.37       
 

 

 

   

 

 

   

 

 

   

 

 

 

Redemption fees

    (c)      0.01                 

Net asset value, at
end of period

    $17.67        $18.22        $18.52        $17.19   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (e)

    (1.66 )%      3.89     16.60     0.29 %(f) 
       

Ratios/Supplemental Data:

       

Net assets at end of period (thousands)

    $138,540        $117,663        $6,919        $273   

Before waiver:

       

Ratio of expenses to average net assets

    0.91     1.00     1.68     1.53 %(g) 

After waiver:

       

Ratio of expenses to average net assets

    0.73     0.73     0.73     0.73 %(g) 

Ratio of net investment income (loss) to
average net assets

    1.45     1.25     1.34     0.49 %(g) 

Portfolio turnover (h)

    69     45     57     70 %(f) 

 

 

(a)   

The Dana Large Cap Equity Fund's Institutional Class commenced operations on October 29, 2013.

(b)   

Per share net investment income has been determined on the basis of average shares outstanding during the period.

(c)   

The amount is less than $0.005 per share.

(d)   

The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses in the portfolio of securities during the period because of the timing of sales and purchases of fund shares in relation to fluctuating market values during the period.

(e)   

Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions.

(f)   

Not annualized

(g)   

Annualized

(h)  

Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

 

 

See accompanying notes which are an integral part of these financial statements.

 

24


 

 

Dana Small Cap Equity Fund – Institutional Class

Financial Highlights

Selected data for a share outstanding throughout the period.

 

 

 

     Period
Ended
October  31,
2016(a)
 

Net asset value, at beginning of period

    $10.00   
 

 

 

 

Income from investment operations:

 

Net investment income (loss)

    0.01   

Net realized and unrealized gain (loss) on investments

    (0.70 )(b) 
 

 

 

 

Total from investment operations

    (0.69
 

 

 

 

Distributions from:

 

Net investment income

    (0.01
 

 

 

 

Total from distributions

    (0.01
 

 

 

 

Redemption fees (c)

      

Net asset value, at end of period

    $9.30   
 

 

 

 

Total Return (d)

    (6.87 )%(e) 
 

Ratios/Supplemental Data:

 

Net assets at end of period (thousands)

    $6,575   

Before waiver:

 

Ratio of expenses to average net assets

    4.11 %(f) 

After waiver:

 

Ratio of expenses to average net assets

    0.95 %(f) 

Ratio of net investment income (loss) to average net assets

    0.12 %(f) 

Portfolio turnover (g)

    54 %(e) 

 

 

(a)   

For the period November 3, 2015 (commencement of operations) through October 31, 2016.

(b)   

The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses in the portfolio of securities during the period because of the timing of sales and purchases of fund shares in relation to fluctuating market values during the period.

(c)   

The amount is less than $0.005 per share.

(d)   

Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions.

(e)   

Not annualized

(f)   

Annualized

(g)   

Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

 

See accompanying notes which are an integral part of these financial statements.

 

25


 

 

Dana Small Cap Equity Fund – Investor Class

Financial Highlights

Selected data for a share outstanding throughout the period.

 

 

 

     Period
Ended
October  31,
2016(a)
 

Net asset value, at beginning of period

    $10.00   
 

 

 

 

Income from investment operations:

 

Net investment income (loss)

    (b) 

Net realized and unrealized gain (loss) on investments

    (0.71 )(c) 
 

 

 

 

Total from investment operations

    (0.71
 

 

 

 

Distributions from:

 

Net investment income

    (0.01
 

 

 

 

Total from distributions

    (0.01
 

 

 

 

Redemption fees (b)

      

Net asset value, at end of period

    $9.28   
 

 

 

 

Total Return (d)

    (7.13 )%(e) 
 

Ratios/Supplemental Data:

 

Net assets at end of period (thousands)

    $3,604   

Before waiver:

 

Ratio of expenses to average net assets

    4.53 %(f) 

After waiver:

 

Ratio of expenses to average net assets

    1.20 %(f) 

Ratio of net investment income (loss) to average net assets

    (0.10 )%(f) 

Portfolio turnover (g)

    54 %(e) 

 

 

(a)   

For the period November 3, 2015 (commencement of operations) through October 31,2016.

(b)   

The amount is less than $0.005 per share.

(c)   

The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses in the portfolio of securities during the period because of the timing of sales and purchases of fund shares in relation to fluctuating market values during the period.

(d)   

Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions.

(e)   

Not annualized

(f)   

Annualized

(g)   

Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

 

See accompanying notes which are an integral part of these financial statements.

 

26


Dana Funds

Notes to the Financial Statements

October 31, 2016

 

NOTE 1. ORGANIZATION

The Dana Large Cap Equity Fund (the “Large Cap Fund”) and the Dana Small Cap Equity Fund (the “Small Cap Fund”) (each a “Fund” and collectively, the “Funds”) are each an open-end diversified series of the Valued Advisers Trust (the “Trust”). The Trust is a management investment company established under the laws of Delaware by an Agreement and Declaration of Trust dated June 13, 2008 (the “Trust Agreement”). The Trust Agreement permits the Board of Trustees (“Board”) to issue an unlimited number of shares of beneficial interest of separate series without par value. Each Fund is one of a series of funds currently authorized by the Board. The investment adviser to the Funds is Dana Investment Advisors, Inc. (the “Adviser”). Each Fund seeks long-term growth of capital.

The Large Cap Fund currently offers Class N shares, Class A shares, and Institutional Class shares, and the Small Cap Fund currently offers Investor Class shares and Institutional Class shares. Each share represents an equal proportionate interest in the assets and liabilities belonging to the Fund and is entitled to such dividends and distributions out of income belonging to the Fund as declared by the Board. Class A currently has a maximum sales charge on purchases of 5.00% as a percentage of the original purchase price. All share classes impose a 2.00% redemption fee on shares redeemed within 60 days of purchase.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

The Funds are investment companies and follow accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 946, “Financial Services-Investment Companies”. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements. These policies are in conformity with the generally accepted accounting principles in the United States of America (“GAAP”).

Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

Securities Valuation – All investments in securities are recorded at their estimated fair value as described in Note 3.

Federal Income Taxes – The Funds make no provision for federal income or excise tax. Each Fund has qualified and intend to qualify each year as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended, by complying with the requirements applicable to RICs and by distributing substantially all of its taxable income. Each Fund also intends to distribute sufficient net investment income and net capital gains, if any, so that it will not be subject to excise tax on undistributed income and gains. If the required amount of net investment income or gains is not distributed, a Fund could incur a tax expense.

Organization and Offering costs – The Small Cap Fund incurred offering costs of $48,112, which were capitalized and expensed over 12 months on a straight-line basis. No unamortized costs

 

27


Dana Funds

Notes to the Financial Statements (continued)

October 31, 2016

 

remained as of October 31, 2016. Expenses incurred by the Small Cap Equity in connection with the organization were expensed as incurred. Subsequent to its formation, the Fund incurred organizational costs of $8,750 for the period ended October 31, 2016.

For the period ended October 31, 2016, the Funds did not have a liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the statements of operations. During the period, the Funds did not incur any interest or penalties.

Expenses – Expenses incurred by the Trust that do not relate to a specific fund of the Trust are allocated to the individual funds based on each fund’s relative net assets or other appropriate basis. Expenses attributable to any class are borne by that class. Income, realized gains and losses, unrealized appreciation and depreciation, and expenses are allocated to each class based on the net assets in relation to the relative net assets of the Fund.

Security Transactions and Related Income – The Funds follow industry practice and record security transactions on the trade date for financial reporting purposes. The specific identification method is used for determining gains or losses for financial statement and income tax purposes. Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. Discounts and premiums on securities purchased are accreted or amortized using the effective interest method, if applicable. Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and rates.

Dividends and Distributions – Distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. The Funds intend to distribute substantially all of their net investment income quarterly. The Funds intend to distribute their net realized long-term and short-term capital gains, if any, annually. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or NAV per share of the Funds. For the period ended October 31, 2016, the Funds made the following reclassifications to increase (decrease) the components of net assets:

 

      Paid-in Capital    Accumulated Undistributed
Net Investment Income
    Accumulated Net Realized
Loss from Investments
 

Large Cap Fund

   $        –           $ (6,937   $ 6,937   

Small Cap Fund

   (1,831)            1,831          –   

NOTE 3. SECURITIES VALUATION AND FAIR VALUE MEASUREMENTS

Fair value is defined as the price that a Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the

 

28


Dana Funds

Notes to the Financial Statements (continued)

October 31, 2016

 

investment. GAAP establishes a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes.

Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk (the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique). Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained and available from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

Various inputs are used in determining the value of the Funds’ investments. These inputs are summarized in the three broad levels listed below.

 

   

Level 1 – unadjusted quoted prices in active markets for identical investments and/or registered investment companies where the value per share is determined and published and is the basis for current transactions for identical assets or liabilities at the valuation date

   

Level 2 – other significant observable inputs (including, but not limited to, quoted prices for an identical security in an inactive market, quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3 – significant unobservable inputs (including the Funds’ own assumptions in determining fair value of investments based on the best information available)

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 which is reported, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Equity securities that are traded on any stock exchange are generally valued at the last quoted sale price on the security’s primary exchange. Lacking a last sale price, an exchange traded security is generally valued at its last bid price. Securities traded in the NASDAQ over-the-counter market are generally valued at the NASDAQ Official Closing Price. When using the market quotations and when the market is considered active, the security is classified as a Level 1 security. In the event that market quotations are not readily available or are considered unreliable due to market or other events, a Fund values its securities and other assets at fair value in accordance with policies established by and under the general supervision of the Board of Trustees (the “Board”). Under these policies, the securities will be classified as Level 2 or 3 within the fair value hierarchy, depending on the inputs used.

Investments in mutual funds, including money market mutual funds, are generally priced at the ending Net Asset Value (“NAV”) provided by the pricing agent of the funds. These securities are categorized as Level 1 securities.

 

29


Dana Funds

Notes to the Financial Statements (continued)

October 31, 2016

 

In accordance with the Trust’s valuation policies, the Adviser is required to consider all appropriate factors relevant to the value of securities for which it has determined other pricing sources are not available or reliable as described above. No single standard exists for determining fair value, because fair value depends upon the circumstances of each individual case. As a general principle, the current fair value of an issue of securities being valued by the Adviser would appear to be the amount that the owner might reasonably expect to receive for them upon their current sale. Methods that are in accordance with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market prices of a similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods. Fair-value pricing is permitted if, in the Adviser’s opinion, the validity of market quotations appears to be questionable based on factors such as evidence of a thin market in the security based on a small number of quotations, a significant event occurs after the close of a market but before a Fund’s NAV calculation that may affect a security’s value, or the Adviser is aware of any other data that calls into question the reliability of market quotations.

The following is a summary of the inputs used to value the Funds’ investments as of October 31, 2016:

 

Large Cap Fund    Valuation Inputs         
Assets    Level 1      Level 2      Level 3      Total  

Common Stocks*

   $ 170,823,429       $         –       $         –       $ 170,823,429   

Short-Term Investments

     302,763                         302,763   

Total

   $ 171,126,192       $       $       $ 171,126,192   

 

Small Cap Fund    Valuation Inputs         
Assets    Level 1      Level 2      Level 3      Total  

Common Stocks*

   $ 10,111,475       $         –       $         –       $ 10,111,475   

Short-Term Investments

     76,302                         76,302   

Total

   $ 10,187,777       $       $       $ 10,187,777   

 

*   Refer to Schedule of Investments for industry classifications.

The Funds did not hold any investments during the reporting period for which other significant observable inputs (Level 2) were used in determining fair value. The Funds did not hold any investments during the reporting period for which significant unobservable inputs (Level 3) were used in determining fair value; therefore, no reconciliation of Level 3 securities is included for this reporting period. The Funds did not hold any derivative instruments during the reporting period.

The Trust recognizes transfers between fair value hierarchy levels at the end of the reporting period. There were no transfers between any levels during the period ended October 31, 2016.

NOTE 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Adviser, under the terms of the management agreement for each Fund (each an “Agreement”), manages the Funds’ investments subject to oversight of the Board. As compensation for its

 

30


Dana Funds

Notes to the Financial Statements (continued)

October 31, 2016

 

management services, the Funds are obligated to pay the Adviser a fee computed and accrued daily and paid monthly at an annual rate of 0.70% and 0.80% of the average daily net assets of the Large Cap Fund and the Small Cap Fund, respectively. For the period ended October 31, 2016, the Adviser earned fees of $1,230,213 from the Large Cap Fund and $54,449 from the Small Cap Fund before the waivers described below. At October 31, 2016, the Large Cap Fund owed the Adviser $80,456 and the Adviser owed the Small Cap Fund $9,509.

The Adviser has contractually agreed to waive its management fee and/or reimburse certain operating expenses through February 28, 2017, but only to the extent necessary so that the Funds’ net expenses, excluding brokerage fees and commissions, borrowing costs (such as interest and dividend expenses on securities sold short), taxes, extraordinary expenses, fees and expenses paid under a distribution plan adopted pursuant to Rule 12b-1, fees and expenses paid under a shareholder services plan, and indirect expenses (such as “acquired funds fees and expenses”) do not exceed 0.73% for Class N, Class A and Institutional Class shares for the Large Cap Fund and do not exceed 0.95% for the Investor Class and Institutional Class for the Small Cap Fund.

Each fee waiver or reimbursement of an expense by the Adviser is subject to repayment by the applicable Fund within the three fiscal years following the fiscal year in which the fee waiver or expense reimbursement occurred, provided that the Fund is able to make the repayment without exceeding the expense limitation that is in effect at the time of the recoupment or at the time of the fee waiver or expense reimbursement. The contractual agreement for each Fund is in effect through February 28, 2017. The expense cap for a Fund may not be terminated prior to this date except by the Board. For the period ended October 31, 2016, the Adviser waived fees of $313,281 from the Large Cap Fund and $153,808 from the Small Cap Fund.

The amounts subject to repayment by the Funds, pursuant to the aforementioned conditions are as follows:

 

Large Cap Fund  
Amount   Recoverable through
October 31,
 
$239,324     2017   
$268,172     2018   
$313,281     2019   

 

Small Cap Fund  
Amount   Recoverable through
October 31,
 
$153,808     2019   

 

The Trust retains Ultimus Asset Services, LLC (“Ultimus”), formerly Huntington Asset Services, Inc. (“HASI”), to provide the Funds with administrative, accounting, shareholder and compliance services, including all regulatory reporting. The Trust also retains Ultimus to act as each Fund’s transfer agent and to provide fund accounting services.

Expenses incurred by the Funds for these services are allocated to the individual Funds based on each Fund’s relative net assets. In addition, the Administrator, voluntarily agreed to waive a portion of its fees, or reimburse, $66,061 of administrative, fund accounting and transfer agency expenses of the Small Cap Fund during the period ended October 31, 2016. The officers and one Trustee of the Trust are members of management and/or employees of Ultimus. Unified Financial Securities, LLC (the “Distributor”) acts as the principal distributor of the Funds’ shares. Effective at the close of business on December 31, 2015, Ultimus acquired HASI and the Distributor from Huntington

 

31


Dana Funds

Notes to the Financial Statements (continued)

October 31, 2016

 

Bancshares, Inc. (“HBI”). Prior to January 1, 2016, the Custodian, HASI and the Distributor were under common control by HBI. For the period ended October 31, 2016, fees for administrative and compliance services, transfer agent services, fund accounting services and reimbursement of out-of-pocket expenses, net of any waivers, were as follows:

 

      Large Cap
Fund
     Small Cap
Fund
 

Administration

   $ 94,386       $ 11,250   

Fund accounting

     51,913         7,500   

Transfer agent

     29,419         5,782   

Payable to Ultimus

     15,422         3,923   

Each Fund has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “1940 Act”). The Plan provides that each Fund will pay the Distributor or any registered securities dealer, financial institution or any other person (a “Recipient”) a shareholder servicing fee aggregating at a rate of 0.25% of the average daily net assets for each of the Class N, Class A and Investor Class shares in connection with the promotion and distribution of the Funds’ shares or the provision of personal services to shareholders, including, but not necessarily limited to, advertising, compensation to underwriters, dealers and selling personnel, the printing and mailing of prospectuses to other than current Fund shareholders, the printing and mailing of sales literature and servicing shareholder accounts. The Funds or the Adviser may pay all or a portion of these fees to any Recipient who renders assistance in distributing or promoting the sale of shares, or who provides certain shareholder services, pursuant to a written agreement. The Plan is a compensation plan, which means that compensation is paid regardless of 12b-1 expenses actually incurred. It is anticipated that the Plan will benefit shareholders because an effective sales program typically is necessary in order for a Fund to reach and maintain a sufficient size to achieve efficiently its investment objectives and to realize economies of scale. For the period ended October 31, 2016, Class N shares 12b-1 and Class A shares 12b-1 expense incurred by the Large Cap Fund was $86,481 and $3,379, respectively and Investor Class shares 12b-1 expense incurred by the Small Cap Fund was $5,711. The Large Cap Fund owed $6,997 for Class N shares and $285 for Class A shares 12b-1 fees as of October 31, 2016 and the Small Cap Fund owed $797 for Investor Class shares 12b-1 fees as of October 31, 2016.

During the period ended October 31, 2016, the Distributor received $1,550 from commissions earned on sales of Class A shares of the Large Cap Fund, of which $1,549 was re-allowed to intermediaries. Certain officers of the Trust are officers of the Distributor and each such person may be deemed to be an affiliate of the Distributor.

NOTE 5. PURCHASES AND SALES OF SECURITIES

For the period ended October 31, 2016, purchases and sales of investment securities, other than short-term investments and short-term U.S. government obligations were as follows:

 

      Large Cap
Fund
     Small Cap
Fund
 

Purchases

     

U.S. Government Obligations

   $       $   

Other

     140,098,847         13,885,232   

Sales

     

U.S. Government Obligations

   $       $   

Other

     119,045,768         3,850,279   

 

32


Dana Funds

Notes to the Financial Statements (continued)

October 31, 2016

 

NOTE 6. BENEFICIAL OWNERSHIP

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of a fund, under Section 2(a)(9) of the 1940 Act. At October 31, 2016, there were no beneficial owners, either directly or indirectly, of more than 25% of the Large Cap Fund. At October 31, 2016, Charles Schwab & Co., Inc. (“Schwab”) owned, as record shareholder, 65% of the outstanding shares of the Small Cap Fund. It is not known whether Schwab or any of the underlying beneficial owners owned or controlled 25% or more of the voting securities of the Small Cap Fund.

NOTE 7. FEDERAL TAX INFORMATION

At October 31, 2016, the net unrealized appreciation (depreciation) of investments for tax purposes was as follows:

 

      Large Cap
Fund
    Small Cap
Fund
 

Gross Unrealized Appreciation

   $ 10,951,063      $ 770,875   

Gross Unrealized Depreciation

     (4,436,078     (423,784

Net Unrealized Appreciation

   $ 6,514,985      $ 347,091   

At October 31, 2016, the aggregate cost of securities for federal income tax purposes was $164,611,207 for Large Cap Fund and $9,840,686 for Small Cap Fund.

At October 31, 2016, the difference between book basis and tax basis unrealized appreciation for the Large Cap Fund was attributable primarily to the tax deferral of losses on wash sales and the return of capital adjustments from real estate investment trusts.

At October 31, 2016, the Funds’ most recent fiscal period end, the components of distributable earnings (accumulated losses) on a tax basis was as follows:

 

      Large Cap
Fund
    Small Cap
Fund
 

Undistributed Ordinary Income

   $ 229,055      $   

Accumulated Capital and Other Losses

     (6,729,641     (265,364

Unrealized Appreciation (Depreciation)(a)

     6,514,985        347,091   

Total Accumulated Earnings (Deficit)

   $ 14,399      $ 81,727   

 

(a)   

The difference between book basis and tax basis unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales and income from certain investments.

 

33


Dana Funds

Notes to the Financial Statements (continued)

October 31, 2016

 

The tax character of distributions for the fiscal period ended October 31, 2016 and October 31, 2015 were as follows:

 

     Large Cap
Fund
     Small Cap
Fund
 
      2016      2015      2016  

Distributions paid from:

        

Ordinary Income

   $ 2,373,908       $ 1,351,560       $ 2,906   

Net Long-Term Capital Gains

             2,038,983           

Return of Capital

                     1,826   
     $ 2,373,908       $ 3,390,543       $ 4,732   

As of October 31, 2016, the Large Cap Fund and Small Cap Fund have available for tax purposes unused capital loss carryforwards of $6,729,641 and $265,364, respectively, of short-term capital losses with no expiration, which is available to offset against future taxable net capital gains. To the extent that these carryforwards are used to offset future gains, it is probable that the amount offset will not be distributed to shareholders.

NOTE 8. COMMITMENTS AND CONTINGENCIES

The Funds indemnify their officers and trustees for certain liabilities that may arise from performance of their duties to the Funds. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties which provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred.

NOTE 9. SUBSEQUENT EVENTS

Management of the Funds has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date these financial statements were issued. Management has determined there were no items requiring adjustment of the financial statements or additional disclosure.

 

34


 

  

 

 

Report of Independent Registered Public Accounting Firm

To the Shareholders of Dana Large Cap Equity Fund and Dana Small Cap Equity Fund and Board of Trustees of Valued Advisers Trust

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Dana Large Cap Equity Fund and Dana Small Cap Equity Fund (the “Funds”), each a series of Valued Advisers Trust, as of October 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended for Dana Large Cap Equity Fund, and the statements of operations and changes in net assets and financial highlights for the period November 3, 2015 (commencement of operations) through October 31, 2016 for Dana Small Cap Equity Fund. 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 audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2016, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Dana Large Cap Equity Fund and Dana Small Cap Equity Fund as of October 31, 2016, the results of their operations, the changes in their net assets, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

COHEN & COMPANY, LTD.

Cleveland, Ohio

December 23, 2016

 

35


 

 

 

Summary of Fund Expenses – (Unaudited)

As a shareholder of one of the Funds, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and short-term redemption fees and (2) ongoing costs, including management fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in each Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Each Fund’s example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from May 1, 2016 through October 31, 2016.

Actual Expenses

The first line of the table for each class provides information about actual account values and actual expenses. You may use the information in these lines, 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 = 8.60), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

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

Expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as the fee imposed on sales charges and short-term redemptions. Therefore, the second line of the table for each class is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if transaction costs were included, your costs would have been higher.

 

36


 

  

 

 

Summary of Fund Expenses – (Unaudited) (continued)

 

          Beginning
Account
Value,
May 1, 2016
    Ending Account
Value,
October 31, 2016
    Expenses
Paid
During
Period(a)
    Annualized
Expense
Ratio
 

Dana Large Cap Equity Fund

  

     

Class N

    Actual      $ 1,000.00      $ 1,017.80      $ 4.97        0.98
                                       
    Hypothetical (b)    $ 1,000.00      $ 1,020.21      $ 4.98        0.98
                                       

Class A

    Actual      $ 1,000.00      $ 1,017.30      $ 4.97        0.98
                                       
    Hypothetical (b)    $ 1,000.00      $ 1,020.21      $ 4.97        0.98
                                       

Institutional Class

    Actual      $ 1,000.00      $ 1,018.60      $ 3.70        0.73
                                       
    Hypothetical (b)    $ 1,000.00      $ 1,021.47      $ 3.71        0.73
          Beginning
Account
Value,
May 1, 2016
    Ending Account
Value,
October 31, 2016
    Expenses
Paid
During
Period(a)
    Annualized
Expense
Ratio
 

Dana Small Cap Equity Fund

  

       

Institutional Class

    Actual      $ 1,000.00      $ 1,023.50      $ 4.83        0.95
                                       
    Hypothetical (b)    $ 1,000.00      $ 1,020.36      $ 4.82        0.95
                                       

Investor Class

    Actual      $ 1,000.00      $ 1,023.20      $ 6.10        1.20
                                       
    Hypothetical (b)    $ 1,000.00      $ 1,019.10      $ 6.09        1.20

 

(a)   

Expenses are equal to a Fund’s annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). The annualized expense ratios reflect reimbursement of expenses by the Fund’s investment adviser for the period May 1, 2016 to October 31, 2016. The “Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such reimbursements.

 

(b)   

Hypothetical assumes 5% annual return before expenses.

 

37


Additional Federal Income Tax Information (Unaudited)

The Form 1099-DIV you receive in January 2017 will show the tax status of all distributions paid to your account in calendar year 2016. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in a Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.

Qualified Dividend Income. The Large Cap Fund and Small Cap Fund designate approximately 100% and 100%, respectively, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of a Fund’s dividend distribution that qualifies under tax law. For the Large Cap Fund’s and Small Cap Fund’s calendar year 2016 ordinary income dividends, 100% and 100%, respectively, qualifies for the corporate dividends received deduction.

 

38


Trustees and Officers (Unaudited)

The Board of Trustees supervises the business activities of the Trust. Each Trustee serves as a trustee until termination of the Trust unless the Trustee dies, resigns, retires or is removed.

The following table provides information regarding each of the Independent Trustees.

 

Name, Address*, (Age),
Position with Trust**,
Term of Position with Trust
  Principal Occupation
During Past 5 Years
  Other Directorships
Ira Cohen, 57,
Independent Trustee,
June 2010 to present.
  Current: Independent financial services consultant since February 2005; Executive Vice President of Asset Management Services, Recognos Financial (since August 2015).   Trustee and Audit Committee Chairman, Griffin Institutional Real Estate Access Fund, since May 2014. Trustee, Angel Oak Funds Trust, since October 2014.
Andrea N. Mullins, 49, Independent Trustee,
December 2013 to present.
  Current: Private investor; Independent Contractor, Seabridge Wealth Management, LLC (since April 2014).   None.
*   The address for each trustee and officer is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.
**   As of the date of this report, the Trust consists of 14 series.

The following table provides information regarding the Trustee who is considered an “interested person” of the Trust, as that term is defined under the 1940 Act. Based on the experience of the Trustee, the Trust concluded that the individual described below is qualified to serve as a Trustee.

 

Name, Address*, (Age),
Position with Trust**,
Term of Position with Trust
  Principal Occupation
During Past 5 Years
  Other Directorships
R. Jeffrey Young, 52,
Trustee and Chairman,
June 2010 to present.
 

Current: Vice President and Director of Relationship Management, Ultimus Fund Solutions, LLC (since December 2015); President, Unified Financial Securities, LLC (since July 2015).

 

Previous: President, Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (April 2015 to December 2015), Director (May 2014 to December 2015), Senior Vice President (January 2010 to April 2015); Director, Unified Financial Securities, Inc. (n/k/a Unified Financial Securities, LLC) (May 2014 to December 2015); Chief Executive Officer, Huntington Funds (February 2010 to March 2015); Chief Executive Officer, Huntington Strategy Shares (November 2010 to March 2015); President and Chief Executive Officer, Dreman Contrarian Funds (March 2011 to February 2013).

  Trustee and Chairman, Capitol Series Trust, since September 2013.
*   The address for each trustee and officer is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.
**   As of the date of this report, the Trust consists of 14 series.

 

39


Trustees and Officers (Unaudited) (continued)

 

The following table provides information regarding the Officers of the Trust:

 

Name, Address*, (Age),
Position with Trust,**
Term of Position with Trust
  Principal Occupation
During Past 5 Years
  Other Directorships
R. Jeffrey Young, 52,
Trustee and Chairman,
June 2010 to present; Principal Executive Officer and President, Valued Advisers Trust since February 2010.
 

Current: Vice President and Director of Relationship Management, Ultimus Fund Solutions, LLC (since December 2015); President, Unified Financial Securities, LLC (since July 2015).

 

Previous: President, Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (April 2015 to December 2015), Director (May 2014 to December 2015), Senior Vice President (January 2010 to April 2015); Director, Unified Financial Securities, Inc. (n/k/a Unified Financial Securities, LLC) (May 2014 to December 2015); Chief Executive Officer, Huntington Funds (February 2010 to March 2015); Chief Executive Officer, Huntington Strategy Shares (November 2010 to March 2015); President and Chief Executive Officer, Dreman Contrarian Funds (March 2011 to February 2013).

  Trustee and Chairman, Capitol Series Trust, since September 2013.
John C. Swhear, 55,
Chief Compliance Officer,
AML Officer and Vice President, August 2008 to present.
 

Current: Vice President, Unified Series Trust (since January 2016); Assistant Vice President and Associate Director of Compliance, Ultimus Fund Solutions, LLC (since December 2015); Chief Compliance Officer, Unified Financial Securities, LLC (since May 2007); Chief Compliance Officer and AML Officer, Capitol Series Trust (since September 2013).

 

Previous: Vice President of Legal Administration and Compliance, Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (April 2007 to December 2015), Director (May 2014 to December 2015); Director, Unified Financial Securities, Inc. (n/k/a Unified Financial Securities, LLC) (May 2014 to December 2015); President , Unified Series Trust (March 2012 to January 2016), Senior Vice President (May 2007 to March 2012); Secretary , Huntington Funds (April 2010 to February 2012).

  None.
Carol J. Highsmith, 52,
Vice President, August 2008 to present; Secretary, March 2014 to present
 

Current: Assistant Vice President, Ultimus Fund Solutions, LLC (since December 2015).

 

Previous: Secretary, Cross Shore Discovery Fund (May 2014 to February 2016); Employed in various positions with Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (November 1994 to December 2015), most recently Vice President of Legal Administration (2005 to December 2015).

  None.

 

40


Trustees and Officers (Unaudited) (continued)

 

Name, Address*, (Age),
Position with Trust,**
Term of Position with Trust
  Principal Occupation
During Past 5 Years
  Other Directorships
Matthew J. Miller, 40,
Vice President, December 2011 to present.
 

Current: Assistant Vice President, Relationship Management, Ultimus Fund Solutions, LLC (since December 2015); President and Chief Executive Officer, Capitol Series Trust (since September 2013).

 

Previous: Employed in various positions with Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (since July 1998), most recently Vice President of Relationship Management (2005 to December 2015); Vice President, Huntington Funds (February 2010 to April 2015).

  None.
Bryan W. Ashmus, 43,
Principal Financial Officer and Treasurer, December 2013 to present.
 

Current: Vice President and Director of Financial Administration, Ultimus Fund Solutions, LLC (since December 2015); Chief Financial Officer and Treasurer, Cross Shore Discovery Fund (since June 2016).

 

Previous: Vice President and Manager of Financial Administration, Huntington Asset Services, Inc. (n/k/a Ultimus Asset Services, LLC) (September 2013 to December 2015); Chief Financial Officer and Treasurer, Huntington Strategy Shares and Huntington Funds Trust (November 2013 to April 2016); Vice President, Fund Administration, Citi Fund Services Ohio, Inc. (from May 2005 to September 2013).

  None.
*   The address for each trustee and officer is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.
**   As of the date of this report, the Trust consists of 14 series.

Other Information

The Funds’ Statement of Additional Information (“SAI”) includes additional information about the trustees and is available without charge, upon request. You may call toll-free at (855) 280-9648 to request a copy of the SAI or to make shareholder inquiries.

 

41


Investment Advisory Agreement Approval (Unaudited)

 

At a meeting held on June 7-8, 2016, the Board of Trustees (the “Board”) considered the renewal of the Investment Advisory Agreement (the “Agreement”) between Valued Advisers Trust (the “Trust”) and Dana Investment Advisors, Inc. (“Dana”) with respect to the Dana Large Cap Equity Fund (the “Fund”). Dana provided written information to the Board to assist the Board in its considerations.

The Board discussed the specific contractual arrangements between Dana and the Trust with respect to the Fund. Trust counsel reminded the Trustees of their fiduciary duties and responsibilities as summarized in the memorandum from his firm, including the factors to be considered, and the application of those factors to Dana. In assessing the factors and reaching its decision, the Board took into consideration information furnished by Dana and the Trust’s other service providers for the Board’s review and consideration throughout the year at regular Board meetings, as well as information specifically prepared or presented in connection with the annual renewal process, including information presented at this meeting. The Board requested and was provided with, and reflected on, information and reports relevant to the annual renewal of the Agreement, including: (i) reports regarding the services and support provided to the Fund by Dana; (ii) quarterly assessments of the investment performance of the Fund by personnel of Dana; (iii) commentary on the reasons for the performance; (iv) presentations by Dana addressing its investment philosophy, investment strategy, personnel, and operations; (v) compliance and audit reports concerning the Fund and Dana; (vi) disclosure information contained in the Trust’s registration statement and Dana’s Form ADV; and (vii) a memorandum from counsel, that summarized the fiduciary duties and responsibilities of the Board in reviewing and approving the Agreement, including the material factors to be considered and the types of information with respect to each factor that should be considered by the Board in order to make an informed decision. The Board also requested and received various informational materials including, without limitation: (i) documents containing information about Dana, including its financial information, personnel and services provided to the Fund; information on investment advice, performance, summaries of Fund expenses, compliance program, current legal matters, and other general information; (ii) comparative expense and performance information for other mutual funds with strategies similar to the Fund; and (iii) benefits to be realized by Dana from its relationship with the Fund. The Board did not identify any particular information that was most relevant to its consideration to approve the Agreement and each Trustee may have afforded different weight to the various factors.

 

1.   The nature, extent, and quality of the services to be provided by Dana. In this regard, the Board considered Dana’s responsibilities under the Agreement. The Trustees considered the services being provided by Dana to the Fund including, without limitation: the quality of its investment advisory services (including research and recommendations with respect to portfolio securities), its process for formulating investment recommendations and assuring compliance with the Fund’s investment objectives and limitations, its coordination of services for the Fund among its service providers, and its efforts to promote the Fund and grow its assets. The Trustees considered Dana’s continuity of, and commitment to retain, qualified personnel and Dana’s commitment to maintain and enhance its resources and systems, the commitment of Dana’s personnel to finding alternatives and options that allow the Fund to maintain its goals, and Dana’s continued cooperation with the Independent Trustees and counsel for the Fund. The Trustees considered Dana’s personnel, including their education and experience. After considering the foregoing information and further information in the meeting materials provided by Dana, the Board concluded that, in light of all the facts and circumstances, the nature, extent, and quality of the services provided by Dana were satisfactory and adequate for the Fund.

 

42


Investment Advisory Agreement Approval (Unaudited) (continued)

 

 

2.   Investment Performance of the Fund and Dana. In this regard, the Trustees compared the performance of the Fund with the performance of funds with similar objectives managed by other investment advisers, with aggregated peer group data, as well as with the performance of the Fund’s benchmark. The Trustees also considered the consistency of Dana’s management of the Fund with its investment objectives, strategies, and limitations. The Trustees noted that, as of March 31, 2016, the Fund’s performance was above that of its peer group average for the three-year and five-year periods, but that it was below its peer group average for the one-year and the most recent three month periods. The Trustees noted that the Fund’s performance was relatively comparable to that of its benchmark. The Trustees also considered the performance of Dana’s separate accounts that were managed in a manner similar to that of the Fund and they noted that the performance was relatively comparable. After reviewing and discussing these and other relevant factors, the Board concluded, in light of all the facts and circumstances, that the investment performance of the Fund and Dana was satisfactory.

 

3.   The costs of the services to be provided and profits to be realized by Dana from the relationship with the Fund. In this regard, the Trustees considered: (1) Dana’s financial condition; (2) the asset level of the Fund; (3) the overall expenses of the Fund; and (4) the nature and frequency of management fee payments. The Trustees reviewed information provided by Dana regarding its profits associated with managing the Fund, noting that Dana is currently waiving a portion of its management fee for its services rendered to the Fund. The Trustees also considered potential benefits for Dana in managing the Fund. The Trustees then compared the fees and expenses of the Fund (including the management fee) to other comparable mutual funds. The Trustees noted that the Fund’s management fee was below that of the average and median management fee of the peer category. The Trustees also noted that the Fund’s net expense ratio was lower than that of the peer category average and median, because of Dana’s contractual commitment to limit the expenses of the Fund. The Board noted that the fees that Dana assesses for separate account clients that have strategies similar to that of the Fund could be comparable or lower and they expressed the view that the reasons for such differences were acceptable and reasonable. Based on the foregoing, the Board concluded that the fees to be paid to Dana by the Fund and the profits to be realized by Dana, in light of all the facts and circumstances, were fair and reasonable in relation to the nature and quality of the services provided by Dana.

 

4.   The extent to which economies of scale would be realized as the Fund grows and whether advisory fee levels reflect these economies of scale for the benefit of the Fund’s investors. In this regard, the Board considered the Fund’s fee arrangements with Dana. The Board considered that while the management fee remained the same at all asset levels, the Fund’s shareholders experienced benefits from the Fund’s expense limitation arrangement. The Trustees noted that once the Fund’s expenses fell below the cap set by the arrangement, the shareholders would continue to benefit from economies of scale under the Fund’s arrangements with other service providers to the Fund, and the Trustees attributed this benefit, in part, to the direct and indirect efforts of Dana at the inception of the Fund to ensure that a cost structure was in place that was beneficial for the Fund as it grew. In light of its ongoing consideration of the Fund’s asset levels, expectations for growth in the Fund, and fee levels, the Board determined that the Fund’s fee arrangements, in light of all the facts and circumstances, were fair and reasonable in relation to the nature and quality of the services provided by Dana.

 

43


Investment Advisory Agreement Approval (Unaudited) (continued)

 

 

5.   Possible conflicts of interest and benefits to Dana. In this regard, the Trustees evaluated the potential for conflicts of interest and considered such matters as the experience and ability of the advisory personnel assigned to the Fund; the basis of decisions to buy or sell securities for the Fund and the substance and administration of Dana’s code of ethics. The Trustees also considered disclosure in the registration statement of the Trust relating to Dana’s potential conflicts of interest. The Trustees noted that Dana may utilize soft dollars and the Trustees noted Dana’s policies and processes for managing the conflicts of interest that could arise from soft dollar arrangements. The Trustees noted other potential benefits to Dana, including the fact that the Fund provides an attractive vehicle for smaller accounts, which may increase the total assets under management by Dana and provide marginal cost efficiency. Based on the foregoing, the Board determined that the standards and practices of Dana relating to the identification and mitigation of potential conflicts of interest and the benefits to be realized by Dana in managing the Fund were satisfactory.

After additional consideration of the factors delineated in the memorandum provided by counsel and further discussion among the Board members, the Board determined to approve the continuation of the Agreement between the Trust and Dana.

 

44


VALUED ADVISERS TRUST

PRIVACY POLICY

The following is a description of the policies of the Valued Advisers Trust (the “Trust”) regarding disclosure of nonpublic personal information that shareholders provide to a series of the Trust (each, a “Fund”) or that the Fund collects from other sources. In the event that a shareholder hold shares of a Fund through a broker-dealer or other financial intermediary, the privacy policy of the financial intermediary would govern how shareholder nonpublic personal information would be shared with nonaffiliated third parties.

Categories of Information a Fund May Collect.  A Fund may collect the following nonpublic personal information about its shareholders:

 

   

Information the Fund receives from a shareholder on applications or other forms, correspondence, or conversations (such as the shareholder’s name, address, phone number, social security number, and date of birth); and

 

   

Information about the shareholder’s transactions with the Fund, its affiliates, or others (such as the shareholder’s account number and balance, payment history, cost basis information, and other financial information).

Categories of Information a Fund May Disclose.  A Fund may not disclose any nonpublic personal information about its current or former shareholders to unaffiliated third parties, except as required or permitted by law. A Fund is permitted by law to disclose all of the information it collects, as described above, to its service providers (such as the Fund’s custodian, administrator, transfer agent, accountant and legal counsel) to process shareholder transactions and otherwise provide services to the shareholder.

Confidentiality and Security.  Each Fund shall restrict access to shareholder nonpublic personal information to those persons who require such information to provide products or services to the shareholder. Each Fund shall maintain physical, electronic, and procedural safeguards that comply with federal standards to guard shareholder nonpublic personal information.

Disposal of Information.  The Funds, through their transfer agent, have taken steps to reasonably ensure that the privacy of a shareholder’s nonpublic personal information is maintained at all times, including in connection with the disposal of information that is no longer required to be maintained by the Funds. Such steps shall include, whenever possible, shredding paper documents and records prior to disposal, requiring off-site storage vendors to shred documents maintained in such locations prior to disposal, and erasing and/or obliterating any data contained on electronic media in such a manner that the information can no longer be read or reconstructed.

 

45


PROXY VOTING

A description of the policies and procedures that each Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how each Fund voted those proxies during the most recent twelve month period ended June 30, is available without charge upon request by (1) calling the Funds at (855) 280-9648 and (2) from Fund documents filed with the Securities and Exchange Commission (“SEC”) on the SEC’s website at www.sec.gov.

TRUSTEES

R. Jeffrey Young, Chairman

Ira Cohen

Andrea N. Mullins

OFFICERS

R. Jeffrey Young, Principal Executive Officer and President

Bryan W. Ashmus, Principal Financial Officer and Treasurer

John C. Swhear, Chief Compliance Officer, AML Officer and Vice-President

Carol J. Highsmith, Vice President and Secretary

Matthew J. Miller, Vice President

INVESTMENT ADVISER

Dana Investment Advisors, Inc.

20700 Swenson Drive, suite 400

Waukesha, WI 53186

DISTRIBUTOR

Unified Financial Securities, LLC

2465 Counselors Row, Suite 200

Indianapolis, IN 46240

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen & Company, Ltd.

1350 Euclid Avenue, Suite 800

Cleveland, OH 44115

LEGAL COUNSEL

The Law Offices of John H. Lively & Associates, Inc.,

A member firm of The 1940 Act Law GroupTM

11300 Tomahawk Creek Parkway, Suite 310

Leawood, KS 66211

CUSTODIAN

Huntington National Bank

41 S. High St.

Columbus, OH 43215

ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTANT

Ultimus Asset Services, LLC

225 Pictoria Drive, Suite 450

Cincinnati, OH 45246

This report is intended only for the information of shareholders or those who have received the Funds’ prospectus which contains information about the Funds’ management fee and expenses. Please read the prospectus carefully before investing.

Distributed by Unified Financial Securities, LLC

Member FINRA/SIPC


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 the 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. Pursuant to Item 12(a)(1), a copy of registrant’s code of ethics is filed as an exhibit to this Form N-CSR. During the period covered by this report, the code of ethics has not been amended, and the registrant has not granted any waivers, including implicit waivers, from the provisions of the code of ethics.

Item 3. Audit Committee Financial Expert.

(a)(1) The registrant’s Board of Trustees has determined that the registrant has at least one audit committee financial expert serving on its audit committee.

(a)(2) The audit committee financial expert is Andrea N. Mullins, who is “independent” for purposes of this Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

 

(a) Audit Fees

 

Granite Value Fund:

     FY 2016       $ 13,800   
     FY 2015       $ 13,000   

Sound Mind Investing Funds:

     FY 2016       $ 69,000   
     FY 2015       $ 68,000   

Green Owl Intrinsic Value Fund:

     FY 2016       $ 13,800   
     FY 2015       $ 13,000   

Foundry Partners Fundamental Small Cap Value Fund:

     FY 2016       $ 14,800   
     FY 2015       $ 14,000   

Dana Funds:

     FY 2016       $ 29,100   
     FY 2015       $ 14,000   

 

(b) Audit-Related Fees

 

Granite Value Fund:    FY 2016    $          0   
   FY 2015    $ 0   
Sound Mind Investing Funds:    FY 2016    $ 0   
   FY 2015    $ 0   
Green Owl Intrinsic Value Fund:    FY 2016    $ 0   
   FY 2015    $ 0   
Foundry Partners Fundamental Small Cap Value Fund:    FY 2016    $ 0   
   FY 2015    $ 0   
Dana Funds:    FY 2016    $ 0   
   FY 2015    $ 0   

 

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(c) Tax Fees

 

Granite Value Fund:

     FY 2016       $ 3,000   
     FY 2015       $ 2,500   

Sound Mind Investing Funds:

     FY 2016       $ 15,000   
     FY 2015       $ 13,325   

Green Owl Intrinsic Value Fund:

     FY 2016       $ 3,000   
     FY 2015       $ 2,500   

Foundry Partners Fundamental Small Cap Value Fund:

     FY 2016       $ 3,000   
     FY 2015       $ 2,500   

Dana Funds:

     FY 2016       $ 6,000   
     FY 2015       $ 2,500   

Nature of the fees: Preparation of the 1120 RIC and Excise review

 

(d) All Other Fees

 

Granite Value Fund:

     FY 2016       $          0   
     FY 2015       $ 0   

Sound Mind Investing Funds:

     FY 2016       $ 0   
     FY 2015       $ 0   

Green Owl Intrinsic Value Fund:

     FY 2016       $ 0   
     FY 2015       $ 0   

Foundry Partners Fundamental Small Cap Value Fund:

     FY 2016       $ 0   
     FY 2015       $ 0   

Dana Funds:

     FY 2016       $ 0   
     FY 2015       $ 0   

 

(e)   (1)   Audit Committee’s Pre-Approval Policies
    The Audit Committee Charter requires the Audit Committee to be responsible for the selection, retention or termination of auditors and, in connection therewith, to (i) evaluate the proposed fees and other compensation, if any, to be paid to the auditors, (ii) evaluate the independence of the auditors, (iii) pre-approve all audit services and, when appropriate, any non-audit services provided by the independent auditors to the Trust, (iv) pre-approve, when appropriate, any non-audit services provided by the independent auditors to the Trust’s investment adviser, or any entity controlling, controlled by, or under common control with the investment adviser and that provides ongoing services to the Trust if the engagement relates directly to the operations and financial reporting of the Trust, and (v) receive the auditors’ specific representations as to their independence;

 

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  (2)   Percentages of Services Approved by the Audit Committee

 

     Registrant  

Audit-Related Fees:

     0

Tax Fees:

     0

All Other Fees:

     0

(f) During audit of registrant’s financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant’s engagement were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

(g) The aggregate non-audit fees billed 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:

 

     Registrant      Adviser  

FY 2016

   $ 0       $ 0   

FY 2015

   $ 0       $ 0   

(h) Not applicable. The auditor performed no services for the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant.

Item 5. Audit Committee of Listed Companies. NOT APPLICABLE – applies to listed companies only

Item 6. Schedule of Investments. Schedules filed with Item 1.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. NOT APPLICABLE – applies to closed-end funds only

Item 8. Portfolio Managers of Closed-End Investment Companies. NOT APPLICABLE – applies to closed-end funds only

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. NOT APPLICABLE – applies to closed-end funds only

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

The guidelines applicable to shareholders desiring to submit recommendations for nominees to the Registrant’s board of trustees are contained in the statement of additional information of the Trust with respect to the Fund(s) for which this Form N-CSR is being filed.

Item 11. Controls and Procedures.

(a) Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “Act”)) as of a date within 90 days of the filing date of this report, the registrant’s principal executive officer and principal financial officer

 

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have concluded that such disclosure controls and procedures are reasonably designed and are operating effectively to ensure that material information relating to the registrant is made known to them by others within those entities, particularly during the period in which this report is being prepared, and that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported on a timely basis.

(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 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)  

Code is filed herewith.

  (2)   Certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 and required by Rule 30a-2 under the Investment Company Act of 1940 are filed herewith.
  (3)   Not Applicable
(b)     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed herewith.

 

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

 

(Registrant)   Valued Advisers Trust
By  

/s/ R. Jeffrey Young

  R. Jeffrey Young, President and Principal Executive Officer
Date   12/28/16

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

 

By  

/s/ R. Jeffrey Young

  R. Jeffrey Young, President and Principal Executive Officer
Date   12/28/16
By  

/s/ Bryan W. Ashmus

  Bryan W. Ashmus, Treasurer and Principal Financial Officer
Date   12/28/16

 

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