N-CSRS 1 fp0034323_ncsrs.htm

united states
securities and exchange commission
washington, d.c. 20549


 

form n-csr

certified shareholder report of registered management
investment companies

 

Investment Company Act file number 811-22208

 

Valued Advisers Trust

 

(Exact name of registrant as specified in charter)

 

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

 

Ultimus Fund Solutions, LLC

Attn: Bryan Ashmus

225 Pictoria Drive, Suite 450

Cincinnati, OH 45246

(Name and address of agent for service)

 

Registrant's telephone number, including area code: 513-587-3400  
     
Date of fiscal year end: 10/31  
     
Date of reporting period: 4/30/18  

 

 

 

Item 1. Reports to Stockholders.

 

 

 

 

DANA LARGE CAP EQUITY FUND
DANA SMALL CAP EQUITY FUND

  

Semi-Annual Report
April 30, 2018

 

Dana Investment Advisors, Inc.
20700 Swenson Drive, Suite 400
Waukesha, WI 53186
(855) 280-9648
www.danafunds.com

 

 

 

 

 

Dear Fellow Shareholders,

 

Enclosed is the Semi-Annual report for the Dana Funds. Following on the heels of a very strong 2017 for the markets, the first fourth months of 2018 were anything but a repeat from what many investors have become accustomed to in the last few years. Volatility, basically non-existent in 2017, made a return in 2018, awakening some investors from their slumber after a prolonged upward trajectory in the stock market. After the dust settled in the first three months of 2018, we saw the first negative quarterly return for the S&P 500® Index (“S&P 500”) in over two years! There were many economic, political and social events for investors to digest in the last six months, some of which were more fluff than others. You can rest assured as you have hired a professional asset manager whose discipline for sticking to a defined investment process and avoiding outside noise has been rewarded over the long term. The fiscal year to date saw good growth as the Dana Funds combined to add approximately $30 million in new assets. We are grateful for all of the support and trust from our fellow shareholders. We welcome your comments and questions, and you may reach us via email at DanaFunds@danainvestments.com.

 

Economic and Market Recap

 

The U.S. equity market continued its upward trajectory in the final months of 2017 and into the New Year. The S&P 500 peaked toward the end of January and since then has predominantly moved sideways, albeit with greater volatility in comparison to 2017. Positive factors for the market include a solid economic backdrop, the passage of new U.S. tax legislation, and strong earnings growth driven by top-line acceleration and corporate tax cuts. The S&P 500 returned +3.82% during the six month period ending April 30, 2018.

 

Investors anticipated the continued upward trajectory in earnings growth and revisions and were willing to pay more for this growth, and Price-to-Earnings multiples expanded. Large cap stocks continued to outperform small cap stocks, as measured by the S&P 500 and the Russell 2000 Indexes, however, the gap was much smaller. This is a significant change from last year when earnings growth and stock performance favored large cap stocks. In terms of investment styles, Growth remained the clear leader versus Value styles. The Russell 1000 Growth Index outperformed the Russell 1000 Value Index by nearly 400 basis points during this six month period. This differential was even more pronounced for small cap stocks. The Russell 2000 Growth Index returned nearly 500 basis points more than the Russell 2000 Value Index.

 

Year-to-date, investors have reacted with greater caution. A key area of focus is the rise of interest rates in the wake of good economic and job growth reports. Greater political tensions are adding to investor concerns. These include an on-again, off-again North Korean Summit and trade tariffs.

 

Large Cap Fund Performance

 

The Dana Large Cap Equity Fund, Institutional Class, returned +3.81%, in line with the +3.82% return for the S&P 500 Index during the six month period ending April 30, 2018. Once again, stock selection was solid over this time period, despite the headwind of Growth strategies outperforming Value strategies. The Dana investment process focuses on companies that exhibit growth at relatively attractive valuations.

 

Holdings that contributed the most to performance ranged across a variety of sectors and industries. The Energy sector was the second strongest performing sector, and Valero Energy Corporation (VLO) was up over 40%. This refiner’s earnings were strong as supply remained short, driving favorable pricing and margin expansion. In the Consumer Staple sector, Dr. Pepper Snapple Group, Inc. (DPS) rallied over +40% in reaction to the proposed merger by Keurig Green Mountain Company, Inc. The Boeing Company (BA), the global leader in aerospace, was up approximately 30% during this period. BA’s backlog remains robust. PVH Corporation (PVH), a Consumer Discretionary company, and Broadridge Financial Solutions, Inc. (BR), an Information Technology company, round out the top five contributors to returns. Despite the strong performance in Boeing Company (BA), Industrial stocks lagged during

 

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this period, driven by poor performance in Owens Corning (OC) and Stanley Black & Decker, Inc. (SWK). These housing-related companies pulled back in the first quarter. Lastly, the Consumer Discretionary was the weakest performing sector. This was almost entirely a result of two companies not owned in the Fund due to their relatively high valuations: Amazon, Inc. (AMZN) and Netflix, Inc. (NFLX).

 

The Dana Large Cap Equity Fund’s collective holdings have displayed consistent positive earnings growth. Overall, the Dana Large Cap Equity Fund holdings have seen positive earnings revisions to expected future income and revenue projections. We believe the Fund is well positioned for this environment. We are particularly optimistic should Value begin to outperform Growth within the equity market.

 

Small Cap Fund Performance

 

The Dana Small Cap Equity Fund, Institutional Class, posted a total return of -1.46%, lagging the +3.27% for the Russell 2000 Index. Quality and Value factors were out of favor this period while Momentum and Growth factors were rewarded. These proved to be headwinds for the Fund. Value simply was not rewarded, and expensive stocks, often those with very high price-to-earnings ratios or stocks with no earnings, outperformed securities with more attractive valuations and better fundamentals.

 

Several Information Technology holdings detracted from performance. Electronic equipment manufacturers Rogers Corporation (ROG) and Coherent, Inc. (COHR), and software company Progress Software Corporation (PRGS) pressured sector returns. Rogers surprised with strong sales growth that exceeded expectations, but earnings missed estimates on reduced gross margins, and the firm guided EPS downward. Coherent also reported strong sales growth that beat estimates, and management reiterated strength in end markets, yet guided gross margins lower. Progress Software reported a strong quarter, but an activist investor sold their 9% stake, pressuring the stock. Consumer Discretionary and Materials sectors also detracted from performance.

 

Conversely, holdings in the Industrials and Financials sectors outperformed. TriNet Group, Inc. (TNET) and Universal Insurance Holdings, Inc. (UVE) led those sectors, respectively. The overall top contributors to performance were within the Health Care sector: Sucampo Pharmaceuticals, Inc. (SCMP) and AMN Healthcare Services, Inc. (AMN). Sucampo was acquired by Mallinckrodt (MNK) at a significant premium, and AMN Healthcare, one of the largest health care staffing companies, continues to benefit from favorable trends.

 

The Dana Small Cap Equity Fund is consistently positioned in stocks with attractive relative valuations and growth prospects that we expect to benefit investors over the long term. As with the Large Cap Fund, we are particularly optimistic should value and quality factors come into focus for investors.

 

Respectfully submitted,

 

 

Mark R. Mirsberger, CPA
Chief Executive Officer – Dana Investment Advisors, Inc.

 

 

Duane Roberts, CFA
Portfolio Manager and Director of Equities – Dana Investment Advisors, Inc.

 

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Investment Results (Unaudited)

 

Average Annual Total Returns(a) as of April 30, 2018

Six
Months

One
Year

Three
Year

Five
Year

Since
Inception
(3/1/10)

Since
Inception
(10/29/13)

Dana Large Cap Equity Fund

           

Institutional Class

3.81%

15.74%

9.39%

N/A

N/A

11.22%

Investor Class

3.67%

15.45%

9.09%

11.99%

13.82%

N/A

S&P 500® Index(b)

3.82%

13.27%

10.57%

12.96%

13.51%

11.63%

 

   

Expense Ratios(c)

 

 

Institutional Class

Investor
Class

 

Gross

 

0.92%

1.17%

 

With Applicable Waivers

 

0.74%

0.99%

 

 

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. 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. Total returns for periods less than 1 year are not annualized.

(b)

The S&P 500® Index (“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 Large Cap Fund’s portfolio. Individuals cannot invest directly in the Index; however, an individual can invest in exchange-traded funds (“ETFs”) 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 28, 2018. 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, 2019, so that total annual fund operating expenses does not exceed 0.73% of the Large Cap Fund’s average daily net assets. 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 expense reimbursement by the Adviser is subject to repayment by the Large Cap Fund within three years following the date in which the expense was incurred, provided that the Large Cap Fund is able to make the repayment without exceeding the expense limitation in place at the time of waiver or 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 April 30, 2018 can be found on 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.

 

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Investment Results (Unaudited)

 

Average Annual Total Returns(a) as of April 30, 2018

Six
Months

One
Year

Since
Inception
(11/3/15)

Dana Small Cap Equity Fund

     

Institutional Class

-1.46%

5.96%

5.01%

Investor Class

-1.58%

5.76%

4.72%

Russell 2000® Index(b)

3.27%

11.54%

12.48%

 

   

Expense Ratios(c)

 

Institutional Class

Investor
Class

Gross

 

2.02%

2.27%

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. Performance data current to the most recent month end may be obtained by calling 1-855-280-9648.

 

(a)

Average annual returns 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. Total returns for periods less than 1 year are not annualized.

(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 28, 2018. The Adviser has contractually agreed to waive or limit its fees and to assume other expenses of the Small Cap Fund until February 28, 2019, so that total annual fund operating expenses does not exceed 0.95% of the Small Cap Fund’s average daily net assets. 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 expense reimbursement by the Adviser is subject to repayment by the Small Cap Fund within three years following the date 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 April 30, 2018 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.

 

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Fund Holdings (Unaudited)

April 30, 2018

 

The following chart gives a visual breakdown of the Large Cap Fund by sector weighting as a percentage of net assets as of April 30, 2018.

 

 

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Fund Holdings (Unaudited)

April 30, 2018

 

The following chart gives a visual breakdown of the Small Cap Fund by sector weighting as a percentage of net assets as of April 30, 2018.

 

 

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 investments 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.

 

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Dana Large Cap Equity Fund
Schedule of Investments

April 30, 2018 (Unaudited)

 

Shares      Fair Value 
COMMON STOCKS — 98.80%    
         
    Consumer Discretionary — 12.77%    
 48,000   Best Buy Company, Inc.  $3,673,440 
 108,000   Comcast Corporation, Class A   3,390,120 
 94,000   D.R. Horton, Inc.   4,149,160 
 22,800   Home Depot, Inc. (The)   4,213,440 
 22,600   Lear Corporation   4,225,522 
 25,600   PVH Corporation   4,087,552 
 32,800   Royal Caribbean Cruises Ltd.   3,548,632 
         27,287,866 
     Consumer Staples — 7.13%     
 29,000   Dr. Pepper Snapple Group, Inc.   3,478,840 
 300   Ingredion, Inc.   36,327 
 27,000   Kimberly-Clark Corporation   2,795,580 
 32,600   Philip Morris International, Inc.   2,673,200 
 55,000   Sysco Corporation   3,439,700 
 40,000   Tyson Foods, Inc., Class A   2,804,000 
         15,227,647 
     Energy — 6.10%     
 35,400   Chevron Corporation   4,428,894 
 52,200   Exxon Mobil Corporation   4,058,550 
 41,100   Valero Energy Corporation   4,559,223 
         13,046,667 
     Financials — 14.99%     
 16,224   American Express Company   1,602,120 
 128,000   Bank of America Corporation   3,829,760 
 22,000   Chubb Ltd.   2,984,740 
 43,000   Citigroup, Inc.   2,935,610 
 92,000   Citizens Financial Group, Inc.   3,817,080 
 23,000   Comerica, Inc.   2,175,340 
 32,000   JPMorgan Chase & Company   3,480,960 
 70,000   Morgan Stanley   3,613,400 
 36,000   Prudential Financial, Inc.   3,827,520 
 180,000   Starwood Property Trust, Inc.   3,772,800 
         32,039,330 
     Health Care — 13.75%     
 44,000   AbbVie, Inc.   4,248,200 
 23,000   Amgen, Inc.   4,013,040 
 61,000   Baxter International, Inc.   4,239,500 
 31,800   Johnson & Johnson   4,022,382 
 116,000   Pfizer, Inc.   4,246,760 

 

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

 

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Dana Large Cap Equity Fund
Schedule of Investments (continued)

April 30, 2018 (Unaudited)

 

Shares      Fair Value 
COMMON STOCKS — 98.80% — (continued)    
         
    Health Care — 13.75% — (continued)    
 25,000   Stryker Corporation  $4,235,500 
 18,500   UnitedHealth Group, Inc.   4,373,400 
         29,378,782 
     Industrials — 9.58%     
 13,000   Boeing Company (The)   4,336,280 
 26,000   Caterpillar, Inc.   3,753,360 
 78,000   Delta Air Lines, Inc.   4,073,160 
 52,000   Owens Corning   3,405,480 
 8,500   Parker-Hannifin Corporation   1,399,270 
 24,800   Stanley Black & Decker, Inc.   3,511,432 
         20,478,982 
     Information Technology — 24.38%     
 4,179   Alphabet, Inc., Class A(a)   4,256,646 
 27,000   Apple, Inc.   4,462,020 
 39,000   Broadridge Financial Solutions, Inc.   4,181,190 
 61,000   CDW Corporation   4,348,690 
 100,000   Cisco Systems, Inc.   4,429,000 
 42,000   DXC Technology Company   4,328,520 
 23,000   Facebook, Inc., Class A(a)   3,956,000 
 92,000   Intel Corporation   4,749,040 
 22,400   Lam Research Corporation   4,145,344 
 23,600   MasterCard, Inc., Class A   4,207,172 
 46,600   Microsoft Corporation   4,358,032 
 10,000   Oracle Corporation   456,700 
 46,000   TE Connectivity Ltd.   4,220,500 
         52,098,854 
     Materials — 2.81%     
 300   Albemarle Corporation   29,088 
 25,700   Packaging Corporation of America   2,973,233 
 67,000   Steel Dynamics, Inc.   3,002,270 
         6,004,591 
     Real Estate — 2.64%     
 20,000   American Tower Corporation, Class A   2,727,200 
 45,000   Prologis, Inc.   2,920,950 
         5,648,150 
     Telecommunication Services — 1.79%     
 58,000   AT&T, Inc.   1,896,600 
 32,000   T-Mobile US, Inc.(a)   1,936,320 
         3,832,920 

 

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

 

 

 

Dana Large Cap Equity Fund
Schedule of Investments (continued)

April 30, 2018 (Unaudited)

 

Shares      Fair Value 
COMMON STOCKS — 98.80% — (continued)    
         
    Utilities — 2.86%    
 122,000   CenterPoint Energy, Inc.  $3,090,260 
 76,000   Exelon Corporation   3,015,680 
         6,105,940 
     Total Common Stocks (Cost $178,182,511)   211,149,729 
           

MONEY MARKET FUNDS — 2.34%

     
           
 5,002,774   Federated Government Obligations Fund - Institutional Class, 1.58%(b)   5,002,774 
     Total Money Market Funds (Cost $5,002,774)   5,002,774 
           
     Total Investments — 101.14% (Cost $183,185,285)   216,152,503 
           
     Liabilities in Excess of Other Assets — (1.14)%   (2,432,479)
           
     NET ASSETS — 100.00%  $213,720,024 

 

(a) 

Non-income producing security.

(b) 

Rate disclosed is the seven day effective yield as of April 30, 2018.

 

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

 

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Dana Small Cap Equity Fund
Schedule of Investments

April 30, 2018 (Unaudited)

 

Shares      Fair Value 
COMMON STOCKS — 99.03%    
         
    Consumer Discretionary — 11.61%    
 6,719   Big Lots, Inc.  $285,222 
 3,939   Columbia Sportswear Company   326,976 
 2,770   LCI Industries   263,981 
 2,770   Lithia Motors, Inc., Class A   265,532 
 9,933   Marcus Corporation (The)   296,003 
 2,106   Marriott Vacations Worldwide Corporation   258,217 
 3,914   TopBuild Corporation(a)   311,946 
 4,706   Weight Watchers International, Inc.(a)   329,655 
         2,337,532 
     Consumer Staples — 2.31%     
 5,963   Central Garden & Pet Company(a)   223,553 
 9,952   Chefs' Warehouse, Inc. (The)(a)   241,336 
         464,889 
     Energy — 3.77%     
 17,535   Callon Petroleum Company(a)   243,912 
 8,762   Matador Resources Company(a)   286,868 
 12,706   RPC, Inc.   228,835 
         759,615 
     Financials — 18.01%     
 9,955   Berkshire Hills Bancorp, Inc.   377,792 
 12,532   CenterState Bank Corporation   363,177 
 10,256   First Bancorp   391,267 
 8,856   First Merchants Corporation   381,516 
 3,664   Primerica, Inc.   354,492 
 15,745   Sterling Bancorp   373,944 
 5,765   Stifel Financial Corporation   335,984 
 10,278   United Community Banks, Inc.   328,177 
 10,701   Universal Insurance Holdings, Inc.   347,247 
 6,337   Western Alliance Bancorp(a)   373,756 
         3,627,352 
     Health Care — 17.30%     
 5,063   AMN Healthcare Services, Inc.(a)   338,462 
 5,499   ANI Pharmaceuticals, Inc.(a)   326,366 
 10,425   BioTelemetry, Inc.(a)   398,235 
 21,150   Corcept Therapeutics, Inc.(a)   352,782 
 6,761   Emergent BioSolutions, Inc.(a)   350,625 
 20,100   HMS Holdings Corporation(a)   362,001 
 2,047   Ligand Pharmaceuticals, Inc., Class B(a)   316,978 
 4,026   Masimo Corporation(a)   361,253 

 

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

 

 

 

Dana Small Cap Equity Fund
Schedule of Investments (continued)

April 30, 2018 (Unaudited)

 

Shares      Fair Value 
COMMON STOCKS — 99.03% — (continued)    
         
    Health Care — 17.30% — (continued)    
 7,104   Merit Medical Systems, Inc.(a)  $344,544 
 7,088   Supernus Pharmaceuticals, Inc.(a)   332,427 
         3,483,673 
     Industrials — 14.90%     
 12,485   Air Transport Services Group, Inc.(a)   252,696 
 4,209   ASGN, Inc.(a)   339,372 
 7,213   Comfort Systems USA, Inc.   304,389 
 15,621   Harsco Corporation(a)   319,449 
 6,359   MasTec, Inc.(a)   279,796 
 5,434   Patrick Industries, Inc.(a)   309,195 
 5,430   SkyWest, Inc.   308,967 
 6,431   Tetra Tech, Inc.   311,260 
 6,226   TriNet Group, Inc.(a)   321,573 
 12,677   Wabash National Corporation   254,301 
         3,000,998 
     Information Technology — 16.50%     
 4,936   Advanced Energy Industries, Inc.(a)   293,939 
 8,820   Alarm.com Holdings, Inc.(a)   356,152 
 8,730   Bottomline Technologies (de), Inc.(a)   345,010 
 1,448   Coherent, Inc.(a)   243,583 
 3,711   Euronet Worldwide, Inc.(a)   289,866 
 14,036   Kulicke & Soffa Industries, Inc.(a)   321,284 
 5,084   Lumentum Holdings, Inc.(a)   256,488 
 2,791   MKS Instruments, Inc.   285,798 
 8,315   Progress Software Corporation   307,073 
 6,697   RealPage, Inc.(a)   358,289 
 2,485   Rogers Corporation(a)   265,149 
         3,322,631 
     Materials — 4.21%     
 8,234   AdvanSix, Inc.(a)   294,942 
 11,018   Ferro Corporation(a)   242,506 
 7,430   PolyOne Corporation   310,946 
         848,394 
     Real Estate — 6.28%     
 2,815   CoreSite Realty Corporation   293,042 
 21,707   Monmouth Real Estate Investment Corporation, Class A   339,280 
 22,006   Preferred Apartment Communities, Inc., Class A   323,709 
 12,548   STAG Industrial, Inc.   308,304 
         1,264,335 

 

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

 

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Dana Small Cap Equity Fund
Schedule of Investments (continued)

April 30, 2018 (Unaudited)

 

Shares      Fair Value 
COMMON STOCKS — 99.03% — (continued)    
         
    Telecommunication Services — 0.72%    
 12,941   Vonage Holdings Corporation(a)  $144,680 
           
     Utilities — 3.42%     
 4,480   Chesapeake Utilities Corporation   340,480 
 4,769   Southwest Gas Holdings, Inc.   348,089 
         688,569 
     Total Common Stocks (Cost $17,592,121)   19,942,668 
           

MONEY MARKET FUNDS — 0.96%

     
           
 194,052   Federated Government Obligations Fund - Institutional Class, 1.58%(b)   194,052 
     Total Money Market Funds (Cost $194,052)   194,052 
           
     Total Investments — 99.99% (Cost $17,786,173)   20,136,720 
           
     Other Assets in Excess of Liabilities — 0.01%   2,502 
           
     NET ASSETS — 100.00%  $20,139,222 

 

(a) 

Non-income producing security.

(b) 

Rate disclosed is the seven day effective yield as of April 30, 2018.

 

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

 

12

 

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

 

 

Dana Funds
Statements of Assets and Liabilities

April 30, 2018 (Unaudited)

 

   Dana Large Cap
Equity Fund
   Dana Small Cap
Equity Fund
 
Assets    
Investments in securities at fair value (cost $183,185,285 and $17,786,173)  $216,152,503   $20,136,720 
Receivable for fund shares sold   450,829     
Dividends receivable   114,567    3,035 
Receivable from Adviser       543 
Prepaid expenses   27,474    21,426 
Total Assets   216,745,373    20,161,724 
Liabilities          
Payable for fund shares redeemed   164,854     
Payable for investments purchased   2,730,227     
Payable to Adviser   95,743     
Payable for Distribution Fees   6,154    816 
Payable to Administrator   17,331    12,457 
Other accrued expenses   11,040    9,229 
Total Liabilities   3,025,349    22,502 
Net Assets  $213,720,024   $20,139,222 
Net Assets consist of:          
Paid-in capital   176,234,513    17,406,660 
Accumulated net investment income (loss)   285,867    (35,999)
Accumulated undistributed net realized gain from investment transactions   4,232,426    418,014 
Net unrealized appreciation on investments   32,967,218    2,350,547 
Net Assets  $213,720,024   $20,139,222 
Institutional Class:          
Net Assets  $183,979,560   $16,259,381 
Shares outstanding (unlimited number of shares authorized, no par value)   8,128,913    1,443,822 
Net asset value, offering and redemption price per share  $22.63   $11.26 
Investor Class:          
Net Assets  $29,740,464   $3,879,841 
Shares outstanding (unlimited number of shares authorized, no par value)   1,314,060    346,435 
Net asset value, offering and redemption price per share  $22.63   $11.20 

 

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

 

13

 

 

 

Dana Funds
Statements of Operations

For the six months ended April 30, 2018 (Unaudited)

 

   Dana Large Cap
Equity Fund
   Dana Small Cap
Equity Fund
 
Investment Income        
Dividend income  $2,084,913   $100,421 
Total investment income   2,084,913    100,421 
Expenses          
Investment Adviser   702,450    83,947 
Administration   51,259    22,044 
Distribution 12b-1, Investor Class   44,505    6,826 
Fund accounting   27,308    17,377 
Registration   23,243    18,233 
Transfer agent   13,562    11,638 
Custodian   13,957    3,248 
Audit and tax preparation   8,707    8,458 
Legal   8,377    8,377 
Insurance   8,987    2,154 
Printing   8,601    1,872 
Trustee   5,048    3,338 
Interest   4,056    652 
Miscellaneous   9,728    8,400 
Total expenses   929,788    196,564 
Fees contractually waived and expenses reimbursed by Adviser   (147,919)   (89,425)
Net operating expenses   781,869    107,139 
Net investment income (loss)   1,303,044    (6,718)
Net Realized and Change in Unrealized Gain (Loss) on Investments          
Net realized gain on investment securities transactions   4,240,317    631,533 
Net change in unrealized appreciation (depreciation) on investment securities   1,094,773    (952,857)
Net realized and change in unrealized gain (loss) on investments   5,335,090    (321,324)
Net increase (decrease) in net assets resulting from operations  $6,638,134   $(328,042)

 

14

 

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

 

 

 

Dana Funds
Statements of Changes in Net Assets

 

   Dana Large Cap Equity Fund   Dana Small Cap Equity Fund 
   For the
Six Months Ended
April 30, 2018
(Unaudited)
   For the Year
Ended
October 31, 2017
   For the
Six Months Ended
April 30, 2018
(Unaudited)
   For the Year
Ended
October 31, 2017
 
Increase (Decrease) in Net Assets due to:            
Operations            
Net investment income (loss)  $1,303,044   $2,094,303   $(6,718)  $(13,430)
Net realized gain on investment securities transactions   4,240,317    13,094,901    631,533    63,928 
Net change in unrealized appreciation (depreciation) of
   investment securities
   1,094,773    25,349,579    (952,857)   2,944,021 
Net increase (decrease) in net assets resulting from operations   6,638,134    40,538,783    (328,042)   2,994,519 
Distributions From                    
Net investment income:                    
Class A(a)       (18,088)          
Institutional Class   (1,019,357)   (1,652,850)   (4,138)   (12,219)
Investor Class(a)   (184,023)   (466,217)       (3,424)
Net realized gains:                    
Institutional Class   (5,035,893)            
Investor Class   (1,329,377)            
Total distributions   (7,568,650)   (2,137,155)   (4,138)   (15,643)
Capital Transactions - Class A(a)                    
Proceeds from shares sold       88,095           
Shares redeemed in connection with class consolidation       (1,435,747)          
Reinvestment of distributions       16,810           
Amount paid for shares redeemed       (331,496)          
Total – Class A       (1,662,338)          

 

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

 

15

 

 

 

Dana Funds
Statements of Changes in Net Assets (continued)

 

   Dana Large Cap Equity Fund   Dana Small Cap Equity Fund 
   For the
Six Months Ended
April 30, 2018
(Unaudited)
   For the Year
Ended
October 31, 2017
   For the
Six Months Ended
April 30, 2018
(Unaudited)
   For the Year
Ended
October 31, 2017
 
Capital Transactions - Institutional Class        
Proceeds from shares sold 

$

77,384,005

   $

43,190,437

  

$

4,024,439

  

$

6,663,858

 
Reinvestment of distributions   4,774,416    163,064    3,493    11,845 
Amount paid for shares redeemed   (30,868,239)   (76,805,815)   (1,490,992)   (1,194,695)
Proceeds from redemption fees(b)       4,007         
Total – Institutional Class   51,290,182    (33,448,307)   2,536,940    5,481,008 
Capital Transactions - Investor Class(a)                    
Proceeds from shares sold   1,560,197    1,374,972    197,445    2,501,527 
Shares issued in connection with class consolidation       1,435,747         
Reinvestment of distributions   1,512,919    459,195        3,424 
Amount paid for shares redeemed   (14,960,895)   (3,707,148)   (3,050,038)   (356,670)
Total – Investor Class   (11,887,779)   (437,234)   (2,852,593)   2,148,281 
Net increase (decrease) in net assets resulting from capital
   transactions
   39,402,403    (35,547,879)   (315,653)   7,629,289 
Total Increase (Decrease) in Net Assets   38,471,887    2,853,749    (647,833)   10,608,165 
Net Assets                    
Beginning of period   175,248,137    172,394,388    20,787,055    10,178,890 
End of period  $213,720,024   $175,248,137   $20,139,222   $20,787,055 
Accumulated net investment income (loss)  $285,867   $186,203   $(35,999)  $(25,143)

 

16

 

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

 

 

 

Dana Funds
Statements of Changes in Net Assets (continued)

 

   Dana Large Cap Equity Fund   Dana Small Cap Equity Fund 
   For the
Six Months Ended
April 30, 2018
(Unaudited)
   For the Year
Ended
October 31, 2017
   For the
Six Months Ended
April 30, 2018
(Unaudited)
   For the Year
Ended
October 31, 2017
 
Share Transactions - Class A(a)            
Shares sold     4,307         
Shares redeemed in connection with class consolidation       (64,455)          
Shares issued in reinvestment of distributions       835           
Shares redeemed       (16,663)          
Total Class A       (75,976)          
Share Transactions - Institutional Class                    
Shares sold   3,323,113    2,049,462    348,630    628,613 
Shares issued in reinvestment of distributions   208,208    8,132    298    1,113 
Shares redeemed   (1,332,766)   (3,965,578)   (130,749)   (110,673)
Total Institutional Class   2,198,555    (1,907,984)   218,179    519,053 
Share Transactions - Investor Class(a)                    
Shares sold   67,446    66,528    17,008    240,680 
Shares issued in connection with class consolidation       64,333         
Shares issued in reinvestment of distributions   66,009    22,704        323 
Shares redeemed   (628,237)   (184,163)   (266,030)   (33,941)
Total Investor Class   (494,782)   (30,598)   (249,022)   207,062 

 

(a) 

Effective October 13, 2017, the outstanding Class A shares of the Dana Large Cap Equity Fund were exchanged for Class N shares of the Dana Large Cap Equity Fund and immediately following the class exchange Class N shares were re-designated as Investor Class shares.

 

(b) 

Prior to February 28, 2017, the Funds charged 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.

 

17

 

 

 

Dana Large Cap Equity Fund – Institutional Class

Financial Highlights

Selected data for a share outstanding throughout each period.

 

   Six Months
Ended
April 30, 2018
   Years Ended October 31,   Period
Ended
October 31,
 
   (Unaudited)   2017   2016   2015   2014  

2013(a)

 
Net asset value, at beginning of period  $22.64   $17.67   $18.22   $18.52   $17.19   $17.14 
                               
Income from investment operations:                              
                               
Net investment income   0.14    0.32    0.26(b)    0.19    0.26    

(b)(c) 
                               
Net realized and unrealized gain (loss)
   on investments
   0.73    4.96    (0.56)   0.52(d)    2.44    0.05 
                               
Total from investment operations   0.87    5.28    (0.30)   0.71    2.70    0.05 
                               
Distributions from:                              
                               
Net investment income   (0.14)   (0.31)   (0.25)   (0.19)   (0.25)    
                               
Net realized gain   (0.74)           (0.83)   (1.12)    
                               
Total from distributions   (0.88)   (0.31)   (0.25)   (1.02)   (1.37)    
                               
Redemption fees       (c)    (c)    0.01         
                               
Net asset value, at end of period  $22.63   $22.64   $17.67   $18.22   $18.52   $17.19 
                               
Total Return (e)   3.81%(f)    30.11%   (1.66)%   3.89%   16.60%   0.29%(f) 
                               
Ratios/Supplemental Data:                              
                               
Net assets at end of period (thousands)  $183,980   $134,291   $138,540   $117,663   $6,919   $273 
                               
Before waiver:                              
                               
Ratio of expenses to average net assets   0.88%(g)    0.92%   0.91%   1.00%   1.68%   1.53%(g) 
                               
After waiver:                              
                               
Ratio of expenses to average net assets   0.73%(g)    0.74%(h)    0.73%   0.73%   0.73%   0.73%(g) 
                               
Ratio of net investment income to
   average net assets
   1.33%(g)    1.48%   1.45%   1.25%   1.34%   0.49%(g) 
                               
Portfolio turnover (i)   23%(f)    50%   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 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) 

This ratio includes the impact of overdraft fees. If this cost had been excluded, the ratio of expenses to average net assets would have been 0.73% for the for the fiscal year ended October 31, 2017.

(i) 

Portfolio turnover is calculated on the basis on the Fund as a whole without distinguishing among the classes of shares.

 

18

 

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

 

 

  

Dana Large Cap Equity Fund – Investor Class

Financial Highlights

Selected data for a share outstanding throughout each period.

 

   Six Months
Ended
April 30, 2018
   Years Ended October 31, 
   (Unaudited)   2017   2016   2015   2014   2013 
Net asset value, at beginning of period  $22.64   $17.68   $18.23   $18.54   $17.19   $13.88 
                               
Income from investment operations:                              
                               
Net investment income   0.13    0.24    0.22(a)    0.18    0.19    0.21(a) 
                               
Net realized and unrealized gain (loss)
   on investments
   0.71    4.98    (0.57)   0.49(b)    2.46    3.40 
                               
Total from investment operations   0.84    5.22    (0.35)   0.67    2.65    3.61 
                               
Distributions from:                              
                               
Net investment income   (0.11)   (0.26)   (0.20)   (0.15)   (0.18)   (0.22)
                               
Net realized gain   (0.74)           (0.83)   (1.12)   (0.08)
                               
Total from distributions   (0.85)   (0.26)   (0.20)   (0.98)   (1.30)   (0.30)
                               
Redemption fees           (c)    (c)    (c)    (c) 
                               
Net asset value, at end of period  $22.63   $22.64   $17.68   $18.23   $18.54   $17.19 
                               
Total Return (d)   3.67%(e)    29.72%   (1.91)%   3.61%   16.23%   26.35%
                               
Ratios/Supplemental Data:                              
                               
Net assets at end of period (thousands)  $29,740   $40,957   $32,514   $36,909   $29,197   $18,306 
                               
Before waiver                              
                               
Ratio of expenses to average net assets   1.13%(f)    1.17%   1.16%   1.25%   1.93%   1.99%
                               
After waiver                              
                               
Ratio of expenses to average net assets   0.98%(f)    0.99%(g)    0.98%   0.98%   0.98%   0.98%
                               
Ratio of net investment income to average
   net assets
   1.12%(f)    1.20%   1.22%   1.00%   1.09%   1.33%
                               
Portfolio turnover (h)   23%(e)    50%   69%   45%   57%   70%
                               

 

(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 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) 

This ratio includes the impact of overdraft fees. If this cost had been excluded, the ratio of expenses to average net assets would have been 0.98% for the fiscal year ended October 31, 2017.

(h) 

Portfolio turnover is calculated on the basis on the Fund as a whole without distinguishing among the classes of shares.

 

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

 

19

 

 

 

Dana Small Cap Equity Fund – Institutional Class

Financial Highlights

Selected data for a share outstanding throughout each period.

 

   Six Months
Ended
April 30, 2018
(Unaudited)
   Year
Ended
October 31,
2017
  

Period
Ended
October 31,
2016
(a)

 
Net asset value, at beginning of period  $11.43   $9.30   $10.00 
                
Income from investment operations:               
                
Net investment income (loss)   (b)        0.01 
                
Net realized and unrealized gain (loss) on investments   (0.17)   2.14(b)    (0.70)(c) 
                
Total from investment operations   (0.17)   2.14    (0.69)
                
Distributions from:               
                
Net investment income   (b)    (0.01)   (0.01)
                
Total from distributions       (0.01)   (0.01)
                
Redemption fees           (b) 
                
Net asset value, at end of period  $11.26   $11.43   $9.30 
                
Total Return (d)   (1.46)%(e)    23.08%   (6.87)%(e) 
                
Ratios/Supplemental Data:               
                
Net assets at end of period (thousands)  $16,259   $14,011   $6,575 
                
Before waiver:               
                
Ratio of expenses to average net assets   1.81%(f)    2.02%   4.11%(f) 
                
After waiver:               
                
Ratio of expenses to average net assets   0.96%(f)(g)    0.95%   0.95%(f) 
                
Ratio of net investment income to average net assets   (0.01)%(f)    

%   0.12%(f) 
                
Portfolio turnover (h)   40%(e)    58%   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 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) 

This ratio includes the impact of overdraft fees. If this cost had been excluded, the ratio of expenses to average net assets would have been 0.95% for the six months ended April 30, 2018.

(h) 

Portfolio turnover is calculated on the basis on the Fund as a whole without distinguishing among the classes of shares.

 

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

 

20

 

 

 

Dana Small Cap Equity Fund – Investor Class

Financial Highlights

Selected data for a share outstanding throughout each period.

 

   Six Months
Ended
April 30, 2018 (Unaudited)
   Year
Ended
October 31,
2017
  

Period
Ended
October 31,
2016
(a)

 
Net asset value, at beginning of period  $11.38   $9.28   $10.00 
                
Income from investment operations:               
                
Net investment income (loss)   (0.03)   (0.01)   (b) 
                
Net realized and unrealized gain (loss) on investments   (0.15)   2.12    (0.71)(c) 
                
Total from investment operations   (0.18)   2.11    (0.71)
                
Distributions from:               
                
Net investment income       (0.01)   (0.01)
                
Total from distributions       (0.01)   (0.01)
                
Redemption fees           (b) 
                
Net asset value, at end of period  $11.20   $11.38   $9.28 
                
Total Return (d)   (1.58)%(e)    22.73%   (7.13)%(e) 
                
Ratios/Supplemental Data:               
                
Net assets at end of period (thousands)  $3,880   $6,776   $3,604 
                
Before waiver:               
                
Ratio of expenses to average net assets   2.06%(f)    2.27%   4.53%(f) 
                
After waiver:               
                
Ratio of expenses to average net assets   1.21%(f)(g)    1.20%   1.20%(f) 
                
Ratio of net investment loss to average net assets   (0.23)%(f)    (0.25)%   (0.10)%(f) 
                
Portfolio turnover (h)   40%(e)    58%   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 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) 

This ratio includes the impact of overdraft fees. If this cost had been excluded, the ratio of expenses to average net assets would have been 1.20% for the six months ended April 30, 2018.

(h) 

Portfolio turnover is calculated on the basis on the Fund as a whole without distinguishing among the classes of shares.

 

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

 

21

 

 

 

Dana Funds
Notes to the Financial Statements

April 30, 2018 (Unaudited)

 

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 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 and Small Cap Fund currently offer Investor Class shares and Institutional Class shares. Effective at the close of business on October 13, 2017, Class A shares were consolidated into Class N shares of the Large Cap Fund which were subsequently re-designated Investor 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. Prior to February 28, 2017, all share classes imposed 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 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. 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, the Fund could incur a tax expense.

 

22

 

 

 

Dana Funds
Notes to the Financial Statements (continued)

April 30, 2018 (Unaudited)

 

For the six months ended April 30, 2018, 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 when incurred. 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 net asset value (“NAV”) per share of the Funds.

 

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 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

 

23

 

 

 

Dana Funds
Notes to the Financial Statements (continued)

April 30, 2018 (Unaudited)

 

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, 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 mutual funds, including money market mutual funds, are generally priced at the ending NAV. 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 method 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 a security being valued by the Adviser would be the amount that the Fund might reasonably expect to receive upon the 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

 

24

 

 

 

Dana Funds
Notes to the Financial Statements (continued)

April 30, 2018 (Unaudited)

 

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 April 30, 2018:

 

Large Cap Fund  Valuation Inputs     
Assets  Level 1   Level 2   Level 3   Total 
Common Stocks*  $211,149,729   $   $   $211,149,729 
Money Market Funds   5,002,774            5,002,774 
Total  $216,152,503   $   $   $216,152,503 

 

Small Cap Fund  Valuation Inputs     
Assets  Level 1   Level 2   Level 3   Total 
Common Stocks*  $19,942,668   $   $   $19,942,668 
Money Market Funds   194,052            194,052 
Total  $20,136,720   $   $   $20,136,720 

 

*

Refer to Schedule of Investments for sector classifications.

 

The Funds did not hold any investments at the end of 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 as of April 30, 2018 based on input levels assigned at October 31, 2017.

 

NOTE 4. TRANSACTIONS WITH AFFILIATES AND OTHER SERVICE PROVIDERS

 

The Adviser, under the terms of the management agreement for each Fund, manages the Funds’ investments subject to oversight of the Board. As compensation for its 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 six months ended April 30, 2018, the Adviser earned fees of $702,450 from the Large Cap Fund and $83,947 from the Small Cap Fund before the waivers described below. At April 30, 2018, the Large Cap Fund owed the Adviser $95,743 and the Adviser owed the Small Cap Fund $543.

 

The Adviser has contractually agreed to waive its management fee and/or reimburse certain operating expenses through February 28, 2019, 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

 

25

 

 

 

Dana Funds
Notes to the Financial Statements (continued)

April 30, 2018 (Unaudited)

 

expenses (such as “acquired funds fees and expenses”) do not exceed 0.73% for Institutional Class and Investor Class for the Large Cap Fund and do not exceed 0.95% for the Institutional Class and Investor Class for the Small Cap Fund.

 

Each fee waiver or expense reimbursement by the Adviser is subject to repayment by the applicable Fund within the three years following the date 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 repayment or at the time of the fee waiver or expense reimbursement, whichever is lower. The contractual agreement is in effect through February 28, 2019. The expense cap may not be terminated prior to this date except by the Board. For the six months ended April 30, 2018, the Adviser waived fees of $147,919 from the Large Cap Fund and $89,425 from the Small Cap Fund. As of April 30, 2018, the Adviser may seek repayment of investment advisory fee waivers and expense reimbursements of $888,480 and $413,349 from the Large Cap Fund and Small Cap Fund, respectively, pursuant to the aforementioned conditions, no later than April 30, 2021.

 

The Trust retains Ultimus Fund Solutions, LLC (“Ultimus” or “Administrator”), to provide the Funds with administration, compliance, fund accounting, and transfer agent services, including all regulatory reporting. Prior to April 12, 2018, Ultimus Asset Services, LLC, an affiliate of the Administrator, provided these services. 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/or employees of the Administrator. Unified Financial Securities, LLC (the “Distributor”) acts as the principal distributor of the Funds’ shares. For the six months ended April 30, 2018, fees for administration and compliance, fund accounting, and transfer agent services, and amounts due to the Administrator at April 30, 2018 were as follows:

 

   Large Cap
Fund
   Small Cap
Fund
 
Administration  $51,259   $22,044 
Fund accounting   27,308    17,377 
Transfer agent   13,562    11,638 
Payable to Ultimus   17,331    12,457 

 

The Trust, with respect to 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 the Funds will pay the Distributor and 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 the 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

 

26

 

 

 

Dana Funds
Notes to the Financial Statements (continued)

April 30, 2018 (Unaudited)

 

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 six months ended April 30, 2018, Investor Class shares 12b-1 expense incurred by the Large Cap Fund was $44,505 and Investor Class shares 12b-1 expense incurred by the Small Cap Fund was $6,826. The Large Cap Fund owed $6,154 for Investor Class 12b-1 fees as of April 30, 2018 and the Small Cap Fund owed $816 for Investor Class shares 12b-1 fees as of April 30, 2018.

 

NOTE 5. PURCHASES AND SALES OF SECURITIES

 

For the six months ended April 30, 2018, purchases and sales of investment securities, other than short-term investments were as follows:

 

    Large Cap
Fund
   Small Cap
Fund
 

Purchases

   $79,488,075   $8,261,246 
             

Sales

   $46,223,505   $8,456,127 

 

There were no purchases or sales of long-term U.S. government obligations during the six months ended April 30, 2018.

 

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 April 30, 2018, Charles Schwab & Co., Inc. (“Schwab”) owned, as record shareholder for the beneficial owners of such shares, 66% and 72% of the outstanding shares of the Large Cap Fund and Small Cap Fund, respectively.

 

NOTE 7. FEDERAL TAX INFORMATION

 

At April 30, 2018, the net unrealized appreciation (depreciation) of investments for tax purposes was as follows:

 

   Large Cap
Fund
   Small Cap
Fund
 
Gross Unrealized Appreciation  $36,354,056   $2,891,667 
Gross Unrealized Depreciation   (3,394,719)   (542,128)
Net Unrealized Appreciation  $32,959,337   $2,349,539 

 

At April 30, 2018, the aggregate cost of securities for federal income tax purposes was $183,193,166 for the Large Cap Fund and $17,787,181 for the Small Cap Fund.

 

At April 30, 2018, the difference between book basis and tax basis unrealized appreciation for the Large Cap Fund and Small 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.

 

27

 

 

 

Dana Funds
Notes to the Financial Statements (continued)

April 30, 2018 (Unaudited)

 

At October 31, 2017, the Funds’ most recent fiscal year end, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

 

   Large Cap
Fund
   Small Cap
Fund
 
Undistributed Ordinary Income  $186,203   $ 
Undistributed Long-Term Capital Gains   6,365,260     
Accumulated Capital and Other Losses       (230,776)
Unrealized Appreciation (Depreciation)   31,864,564    3,295,518 
Total Accumulated Earnings (Deficit)  $38,416,027   $3,064,742 

 

The tax character of distributions for the fiscal year ended October 31, 2017 was as follows:

 

   Large Cap
Fund
   Small Cap
Fund
 
Distributions paid from:          
Ordinary Income  $2,137,155   $11,650 
Return of Capital       3,993 
   $2,137,155   $15,643 

 

As of October 31, 2017, the Small Cap Fund had available for tax purposes unused capital loss carryforwards of $203,266 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.

 

During the fiscal year ended October 31, 2017, the Large Cap Fund and the Small Cap Fund utilized short-term capital loss carryforwards in the amount of $6,777,950 and $62,524, respectively.

 

For the tax year ended October 31, 2017, the Small Cap Fund deferred Qualified Late Year Ordinary losses of $27,510.

 

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.

 

28

 

 

 


Summary of Fund Expenses (Unaudited)

 

As a shareholder of one of the Funds, you incur two types of costs: (1) transaction costs 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 November 1, 2017 through April 30, 2018.

 

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. 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.

 

 

29

 

 

 


Summary of Fund Expenses (Unaudited) (continued)

 

 

Beginning
Account
Value,
November 1, 2017

Ending
Account
Value,
April 30, 2018

Expenses
Paid
During
Period
(a)

Annualized
Expense
Ratio

Large Cap Fund

Institutional Class

Actual

$ 1,000.00

$ 1,038.10

$3.71

0.73%

           
 

Hypothetical (b) 

$ 1,000.00

$ 1,021.15

$3.68

0.73%

           

Investor Class

Actual

$ 1,000.00

$ 1,036.70

$4.97

0.98%

           
 

Hypothetical (b) 

$ 1,000.00

$ 1,019.92

$4.93

0.98%

 

 

Beginning
Account
Value,
November 1, 2017

Ending
Account
Value,
April 30, 2018

Expenses
Paid
During
Period
(a)

Annualized
Expense
Ratio

Small Cap Fund

Institutional Class

Actual

$ 1,000.00

$ 985.40

$4.71

0.96%

           
 

Hypothetical (b) 

$ 1,000.00

$ 1,020.05

$4.79

0.96%

           

Investor Class

Actual

$ 1,000.00

$ 984.20

$5.93

1.21%

           
 

Hypothetical (b) 

$ 1,000.00

$ 1,018.82

$6.03

1.21%

 

(a) 

Expenses are equal to the Fund’s annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (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 November 1, 2017 to April 30, 2018. 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.

 

30

 

 

 

FACTS WHAT DOES VALUED ADVISERS TRUST DO WITH YOUR PERSONAL INFORMATION?

 

Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

▪ Social Security number

▪ account balances and account transactions

▪ account transactions, transaction or loss history and purchase history

▪ checking account information and wire transfer instructions

When you are no longer our customer, we continue to share your information as described in this notice.

 

How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Valued Advisers Trust chooses to share; and whether you can limit this sharing.

 

Reasons we can share your personal information Does Valued Advisers Trust share?
For our everyday business purposes —
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus
Yes
For our marketing purposes —
to offer our products and services to you
Yes
For joint marketing with other financial companies No
For our affiliates’ everyday business purposes –
information about your transactions and experiences
No
For our affiliates’ everyday business purposes –
information about your creditworthiness
No
For nonaffiliates to market to you No

 

Questions? Call 1-855-280-9648

 

31

 

 

 

Who we are
Who is providing this notice? Valued Advisers Trust
What we do
How does Valued Advisers Trust protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How does Valued Advisers Trust collect my personal information?

We collect your personal information, for example, when you

▪ open an account or deposit money

▪ buy securities from us or sell securities to us

▪ make deposits or withdrawals from your account or provide account information

▪give us your account information

▪ make a wire transfer

▪ tell us who receives the money

▪ tell us where to send the money

▪ show your government-issued ID

▪ show your driver’s license

Why can’t I limit all sharing?

Federal law gives you the right to limit only

▪ sharing for affiliates’ everyday business purposes—information about your creditworthiness

▪ affiliates from using your information to market to you

▪ sharing for nonaffiliates to market to you

State laws and individual companies may give you additional rights to limit sharing.

Definitions
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.
Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

Valued Advisers Trust does not share your personal information with nonaffiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

Valued Advisers Trust doesn’t jointly market financial products or services to you.

 

32

 

 

 

 

 

This page is intentionally left blank.

 

 

 

 

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

Andrea N. Mullins, Chairperson

Ira P. Cohen

Mark J. Seger

 

OFFICERS

Adam T. Kornegay, Principal Executive Officer and President

Bryan W. Ashmus, Principal Financial Officer and Treasurer

Brandon R. Kipp, Chief Compliance Officer

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

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

Stradley Ronon Stevens & Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103

 

CUSTODIAN

Huntington National Bank

41 South High Street

Columbus, OH 43215

 

ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTANT

Ultimus Fund Solutions, 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

 

 

 

 

Semi-Annual Report

 

April 30, 2018

 

Foundry Partners Fundamental Small Cap Value Fund

 

Fund Adviser:

Foundry Partners, LLC
323 Washington Avenue North, Suite 360
Minneapolis, MN 55401

 

 

 

 

Market Overview and Fund Performance

 

The Foundry Partners Fundamental Small Cap Value Fund (the “Fund”) returned -2.73% (Institutional Class) during the 6-month period ended April 30, 2018. The Fund’s benchmark, the Russell 2000® Value Index(a) (“Russell 2000”), returned 0.94% for the same period.

 

Market Review

 

The markets ended 2017 on a strong note riding the wave of new tax legislation into 2018. However, after years of low volatility and very few “market corrections” volatility made a surprise comeback to start 2018. In fact, the large volatility spikes wiped out the “short vol” traders over the course of just a few days. Another bubble also experienced increased volatility – Crypto currencies. Crypto currencies have been under pressure and have seen large declines in value over the course of the first quarter of 2018. Bubbles, such as “short vol” and crypto currencies, generally end in violent fashion. This bubble burst did not disappoint as it was swift and, for those unfortunate investors on the wrong side of the trade, painful. Over the past six months growth outpaced value across all size segments while small caps edged out their mid and large cap counterparts.

 

Portfolio Review

 

The Fund underperformed the benchmark over the course of the last six months ending April 30, 2018. The largest detractors to performance were Industrials, Materials, Health Care, Consumer Discretionary and Information Technology. Offsetting a portion of this weakness was Financials, Utilities and Consumer Staples.

 

Industrials was our worst performing sector on a relative basis as our overweight and stock selection detracted from performance. Despite a strong economic backdrop of robust GDP growth and low unemployment, these cyclical stocks experienced weak returns. Within Construction and Engineering, Tutor Perini and KBR were down -22.7% and -20.7%, respectively. Tutor Perini fell after several project delays led to quarterly revenue and earnings misses. KBR has been growing its Government Services business through a series of acquisitions providing a solid and recurring revenue and earnings stream. However, a slightly overleveraged balance sheet and a few project delays led to weaker than expected fourth quarter results. Also weighing on performance was Generac Holdings, a manufacturer of generators for residential and industrial use. Despite posting strong revenue and earnings results, the stock dropped -13.6%. The stock has been a solid performer and remains in the Fund. Korn/Ferry International, an executive search firm, posted a gain of 28.4% as the continued low unemployment environment bolstered demand for its services.

 

Health Care continued to be a challenge area for the Fund. Lack of exposure to Biotechnology cost the Fund 20 bps as no stocks passed our rigorous fundamental research. The vast majority of the companies in this industry have no earnings and are years away from consistently making money. While the outperformance of the Biotechnology and Pharmaceutical industries have pressured our short-term results, we remain confident that buying quality companies with consistent cash flow generation and stable balance sheets will lead to strong longer-term returns.

 

Semi-Annual Report

 

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Market Overview and Fund Performance (Unaudited)

 

Financials was the Fund’s strongest performing sector driven by stock selection. Leading the charge was The Hanover Group which posted a +17.9% return. This Property and Casualty company has been a steady performer for the Fund due to its strong financial stability and a disciplined management team that has adeptly navigated through many cycles. Banks were also a bright spot as rising interest rates and a strong economy provided a backdrop of increasing revenues from Net Interest Margin coupled with lower loan charge offs. Utilities were another source of alpha during the quarter as our underweight and stock selection added to performance. We have been underweight this sector for a while given stretched valuations due to investors’ yearn for yield in the low interest rate environment. As interest rates continue to rise we believe this group could come under pressure.

 

As volatility increases, we believe that stock picking will become an increasingly important factor in outperformance. This bodes well for our contrarian, fundamental value-driven process, as we continue to focus our efforts on building the portfolio one stock at a time. We believe this disciplined, value-based approach - together with our conscious decision to avoid chasing overvalued stocks when they rally - has been the key to our success over the past decade.

 

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 April 30, 2018 and are subject to change at any time.

 

(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. Individuals cannot invest directly in an index; however, an individual can invest in exchange traded funds (“ETFs”) or other investment vehicles that attempt to track the performance of a benchmark index.

 

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.

 

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.

 

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Investment Results (Unaudited)

 

Average Annual Total Returns(a)
As of April 30, 2018

 

Investor
Class

Institutional
Class

Russell 2000® Value Index(b)

Six Months

-2.83%

-2.73%

0.94%

One Year

1.42%

1.67%

6.53%

Three Year

7.14%

7.41%

9.27%

Five Year

10.46%

10.71%

10.36%

Ten Year

8.22%

8.42%

8.46%

 

Expense Ratios(c)

 
 

Investor
Class

Institutional Class

 
 

1.37%

1.12%

 

 

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 (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)

Average annual total returns 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. Total returns for periods less than 1 year are not annualized.

 

(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 February 28, 2018. Foundry Partners, LLC (the “Adviser”) has contractually agreed to waive its management fee and/or reimburse certain operating expenses through February 28, 2019, 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% of the Fund’s average daily net assets. Information pertaining to the Fund’s expense ratio as of April 30, 2018 can be found in the financial highlights.

 

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

 

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Fund Holdings (Unaudited)

 

 

(a)

As a percent of net assets.

 

Availability of Portfolio Schedule (Unaudited)

 

The Fund files its complete schedule of investments 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.

 

Semi-Annual Report

 

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Foundry Partners Fundamental Small Cap Value Fund

 

Schedule of Investments

April 30, 2018 (Unaudited)

 

Shares   Fair Value 
Common Stocks — 93.66%    
Consumer Discretionary — 13.86%    
 34,367   Aaron's, Inc.  $1,435,509 
 58,919  

Adtalem Global Education, Inc.(a)

   2,804,544 
 163,243  

American Axle & Manufacturing Holdings, Inc.(a)

   2,504,147 
 31,127   Big Lots, Inc.   1,321,341 
 102,510   Bloomin' Brands, Inc.   2,425,387 
 61,257   Cooper Tire & Rubber Company   1,497,734 
 6,705   Group 1 Automotive, Inc.   438,172 
 13,265  

Helen of Troy Ltd.(a)

   1,182,575 
 24,374   John Wiley & Sons, Inc., Class A   1,607,465 
 112,821   KB Home   2,995,399 
 43,201  

M/I Homes, Inc.(a)

   1,316,766 
 42,209   Meredith Corporation   2,186,426 
 30,213   Movado Group, Inc.   1,191,903 
 117,756   TEGNA, Inc.   1,244,681 
 17,188   Tupperware Brands Corporation   765,897 
 31,819   Wolverine World Wide, Inc.   953,297 
         25,871,243 

Consumer Staples — 1.13%

     
 36,734   Energizer Holdings, Inc.   2,107,062 

Energy — 3.22%

         
 44,379   Alliance Resource Partners LP   783,289 
 75,192   Cosan Ltd., Class A   757,935 
 248,108  

Denbury Resources, Inc.(a)

   816,275 
 348,982  

Gran Tierra Energy, Inc.(a)

   1,155,131 
 174,677  

Southwestern Energy Company(a)

   716,176 
 160,833  

W&T Offshore, Inc.(a)

   981,082 
 19,755  

Whiting Petroleum Corporation(a)

   806,399 
         6,016,287 

Financials — 24.37%

      
 76,572   AllianceBernstein Holding LP  2,082,758 
 80,739   Apollo Commercial Real Estate Finance, Inc.   1,454,917 
 131,027   Associated Banc-Corporation   3,465,664 
 27,353   Berkshire Hills Bancorp, Inc.   1,038,046 
 16,499   Chemical Financial Corporation   905,630 
 48,211  

Donnelley Financial Solutions, Inc.(a)

   887,082 
 96,295   F.N.B. Corporation   1,251,835 
 105,211   First Midwest Bancorp, Inc.   2,557,679 
 232,337   Fulton Financial Corporation   3,926,495 
 80,515   Hancock Holding Company   3,933,158 
 21,360   Hanover Insurance Group, Inc. (The)   2,453,196 
 60,641   International Bancshares Corporation   2,413,512 
 27,745   Nelnet, Inc., Class A   1,465,213 
 229,864   Old National Bancorp   3,953,661 
 155,496   TCF Financial Corporation   3,860,966 
 63,449   Umpqua Holdings Corporation   1,494,858 
 96,116   Waddell & Reed Financial, Inc., Class A   1,945,388 
 74,530   Washington Federal, Inc.   2,366,328 
 37,417   WesBanco, Inc.   1,638,865 
 26,772   Wintrust Financial Corp.   2,394,755 
         45,490,006 

Health Care — 3.21%

     
 12,724  

Charles River Laboratories International, Inc.(a)

   1,325,714 
 9,690  

Integra LifeSciences Holdings Corporation(a)

   597,195 
 11,413  

LHC Group, Inc.(a)

   849,355 
 58,640  

Quality Systems, Inc.(a)

   787,535 
 134,254  

Select Medical Holdings Corporation(a)

   2,423,285 
         5,983,084 

 

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

 

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Foundry Partners Fundamental Small Cap Value Fund

 

Schedule of Investments (Continued)

April 30, 2018 (Unaudited)

 

Shares   Fair Value 
Common Stocks — (continued)    
Industrials — 18.60%    
 58,267   AAR Corporation  $2,522,961 
 39,324  

Aegion Corporation(a)

   892,262 
 116,930   Aircastle Ltd.   2,291,828 
 34,252   ArcBest Corporation   1,099,489 
 32,983   Barnes Group, Inc.   1,831,546 
 41,589   Briggs & Stratton Corporation   749,850 
 33,678   EMCOR Group, Inc.   2,478,364 
 31,032   EnerSys   2,127,554 
 49,054  

Generac Holdings, Inc.(a)

   2,207,921 
 47,583   Global Brass & Copper Holdings, Inc.   1,427,490 
 55,590   Hillenbrand, Inc.   2,576,597 
 24,112   Hyster-Yale Materials Handling, Inc., Class A   1,716,774 
 92,925   KBR, Inc.   1,550,918 
 54,234   Korn/Ferry International   2,899,349 
 28,547   Matthews International Corporation, Class A   1,403,085 
 44,797  

Navigant Consulting, Inc.(a)

   958,208 
 16,328   Park-Ohio Holdings Corporation   618,831 
 34,392   Regal Beloit Corporation   2,448,710 
 42,097   Triumph Group, Inc.   995,594 
 60,236   Universal Forest Products, Inc.   1,920,324 
         34,717,655 

Information Technology — 13.42%

     
 63,675   AVX Corporation   939,843 
 32,425   Belden, Inc.   1,997,380 
 137,057  

Celestica, Inc.(a)

   1,576,156 
 32,449   ChipMOS Technology, Inc. - ADR   446,823 
 23,959   Cohu, Inc.   512,723 
 50,476   Convergys Corporation   1,179,119 
 42,850   CSG Systems International, Inc.   1,833,552 
 33,590  

Itron, Inc.(a)

   2,196,785 
 71,476  

Kulicke & Soffa Industries, Inc.(a)

   1,636,085 
 15,129  

NETGEAR, Inc.(a)

   836,634 
 30,027   Plantronics, Inc.   1,956,259 
 55,255  

Sanmina Corporation(a)

   1,630,023 
 22,421  

ScanSource, Inc.(a)

  769,040 
 23,617   Science Applications International Corporation   2,026,102 
 26,414  

Sykes Enterprises, Inc.(a)

   759,667 
 23,574  

Tech Data Corporation(a)

   1,797,518 
 167,398   Vishay Intertechnology, Inc.   2,954,574 
         25,048,283 

Materials — 8.20%

      
 37,832   Cabot Corporation   2,113,296 
 148,151  

Coeur Mining, Inc.(a)

   1,121,503 
 56,487   Domtar Corporation   2,479,779 
 95,823   Hudbay Minerals, Inc.   665,970 
 47,736  

Kraton Corporation(a)

   2,180,103 
 65,519   Mercer International, Inc.   877,955 
 131,512  

Owens-Illinois, Inc.(a)

   2,673,639 
 100,118   Pan American Silver Corporation   1,613,902 
 22,367   Stepan Company   1,572,847 
         15,298,994 

Real Estate — 4.58%

      
 215,923   Ashford Hospitality Trust, Inc.   1,485,550 
 119,244   Brandywine Realty Trust   1,921,022 
 26,651   Hospitality Properties Trust   663,077 
 212,083   Lexington Realty Trust   1,705,147 
 136,385   Medical Properties Trust, Inc.   1,743,000 
 54,122   Select Income REIT   1,026,153 
         8,543,949 

Utilities — 3.07%

         
 25,951   ALLETE, Inc.   1,982,916 
 18,921   IDACORP, Inc.   1,759,653 
 46,886   Portland General Electric Company   1,991,717 
         5,734,286 

Total Common Stocks (Cost $152,892,727)

   174,810,849 

 

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

 

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Foundry Partners Fundamental Small Cap Value Fund

 

Schedule of Investments (Continued)

April 30, 2018 (Unaudited)

 

Shares  Fair Value 
Money Market Funds — 6.35%     
11,845,701 

Federated Government Obligations Fund, Institutional Class, 1.58%(b)

  $11,845,701 
Total Money Market Funds (Cost $11,845,701)  11,845,701 
Total Investments — 100.01% (Cost $164,738,428)  186,656,550 
Liabilities in Excess of Other Assets — (0.01)%   (13,600)
NET ASSETS — 100.00%  $186,642,950 

 

(a)

Non-income producing security.

(b)

Rate disclosed is the seven day effective yield as of April 30, 2018.

ADR — American Depositary Receipt.

REIT — Real Estate Investment Trust

 

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

 

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

 

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Foundry Partners Fundamental Small Cap Value Fund

 

Statement of Assets and Liabilities

April 30, 2018 (Unaudited)

 

Assets    
Investments in securities at fair value (cost $164,738,428)  $186,656,550 
Receivable for fund shares sold   83,800 
Dividends receivable   91,629 
Prepaid expenses   36,175 
Total Assets   186,868,154 
Liabilities     
Payable for fund shares redeemed   54,961 
Payable to Adviser   132,328 
Accrued 12b-1 fees   6,370 
Payable to Administrator   18,290 
Other accrued expenses   13,255 
Total Liabilities   225,204 
Net Assets  $186,642,950 
Net Assets consist of:     
Paid-in capital   158,126,594 
Accumulated net investment loss   (46,632)
Accumulated undistributed net realized gain from investments   6,644,866 
Net unrealized appreciation on investments   21,918,122 
Net Assets  $186,642,950 
Investor Class:     
Net Assets  $30,308,088 
Shares outstanding   1,325,950 
Net asset value, offering and redemption price per share  $22.86 
Institutional Class:     
Net Assets  $156,334,862 
Shares outstanding   6,808,732 
Net asset value, offering and redemption price per share  $22.96 

 

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

 

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Foundry Partners Fundamental Small Cap Value Fund

 

Statement of Operations

For the Six Months Ended April 30, 2018 (Unaudited)

 

Investment Income    
Dividend income (net of foreign taxes withheld of $925)  $1,777,787 
Total investment income   1,777,787 
Expenses     
Investment Adviser   815,891 
Administration   71,207 
Distribution (12b-1) Investor Class   45,891 
Fund accounting   26,462 
Registration   22,343 
Custodian   15,297 
Transfer agent   11,011 
Insurance   10,252 
Printing   9,152 
Audit and tax preparation   8,777 
Legal   8,386 
Trustee   5,723 
Miscellaneous   16,410 
Net operating expenses   1,066,802 
Net investment income   710,985 
Net Realized and Change in Unrealized Gain (Loss) on Investments     
Net realized gain on investment securities transactions   6,870,297 
Net change in unrealized appreciation (depreciation) on investments   (12,842,092)
Net realized and change in unrealized loss on investments   (5,971,795)
Net decrease in net assets resulting from operations  $(5,260,810)

 

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

 

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Foundry Partners Fundamental Small Cap Value Fund

 

Statements of Changes in Net Assets

 

   For the
Six Months Ended
April 30, 2018
(Unaudited)
   For the
Year Ended
October 31, 2017
 
Increase (Decrease) in Net Assets due to:          
Operations          
Net investment income  $710,985   $666,267 
Net realized gain on investment securities transactions and foreign currency translations   6,870,297    5,897,086 
Net change in unrealized appreciation (depreciation) of investments   (12,842,092)   24,884,360 
Net increase (decrease) in net assets resulting from operations   (5,260,810)   31,447,713 
Distributions From          
Net investment income:          
Investor Class   (135,584)   (239,835)
Institutional Class   (902,291)   (848,537)
Net realized gains:          
Investor Class   (1,203,551)   (870,786)
Institutional Class   (4,554,455)   (2,123,643)
Total distributions   (6,795,881)   (4,082,801)
Capital Transactions—Investor Class          
Proceeds from shares sold   1,581,379    7,499,554 
Reinvestment of distributions   1,319,586    1,094,341 
Amount paid for shares redeemed   (12,097,657)   (12,676,422)
Total Capital Transactions—Investor Class   (9,196,692)   (4,082,527)
Capital Transactions—Institutional Class          
Proceeds from shares sold   20,566,990    54,010,989 
Reinvestment of distributions   5,229,045    2,800,611 
Amount paid for shares redeemed   (11,442,534)   (23,401,744)
Total Capital Transactions—Institutional Class   14,353,501    33,409,856 
Net increase in net assets resulting from capital transactions   5,156,809    29,327,329 
Net Assets          
Beginning of period   193,542,832    136,850,591 
End of period  $186,642,950   $193,542,832 
Accumulated net investment income (loss)  $(46,632)  $280,258 

 

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

 

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   For the
Six Months Ended
April 30, 2018
(Unaudited)
   For the
Year Ended
October 31, 2017
 
Capital Transactions—Investor Class          
Shares sold   66,261    325,986 
Shares issued in reinvestment of distributions   55,144    47,292 
Shares redeemed   (513,672)   (551,826)
Total Share Transactions—Investor Class   (392,267)   (178,548)
Capital Transactions—Institutional Class          
Shares sold   865,968    2,339,947 
Shares issued in reinvestment of distributions   217,786    120,612 
Shares redeemed   (479,992)   (1,011,806)
Total Share Transactions—Institutional Class   603,762    1,448,753 

 

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

 

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Foundry Partners Fundamental Small Cap Value Fund

 

Financial Highlights

(For a share outstanding throughout each period ended October 31 or April 30 as noted)

 

    Net Asset
Value,
beginning
of period
   Net
investment
income
   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
 
Investor Class                            
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)
2017   $20.49    0.05    4.37    4.42    (0.13)   (0.46)   (0.59)
2018(e)  $24.32    0.06    (0.71)   (0.65)   (0.08)   (0.73)   (0.81)

Institutional Class

                                
2013   $17.92    0.20    6.10    6.30    (0.08)   (0.16)   (0.24)
2014   $23.98    0.20(h)   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)
2017   $20.60    0.11    4.39    4.50    (0.18)   (0.46)   (0.64)
2018(e)  $24.46    0.09    (0.72)   (0.63)   (0.14)   (0.73)   (0.87)

 

(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 charge and redemptions that were charged by the Fund prior to August 30, 2016.

(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)

Six months ended April 30, 2018 (Unaudited)

(f)

Not annualized

(g)

Annualized

(h)

Per share amount has been calculated using the average shares method.

 

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

 

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13

 

 

 

 

 

Paid in
capital from redemption
fees
   Net Asset
Value, end
of period
   Total
return(a)
   Net Assets,
end of period
(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
to average
net assets
   Portfolio
turnover
rate(b)
 
                              
 (c)  $23.87    35.38%  $63,976    1.26%(d)   1.53%   0.72%   28.28%
 (c)  $23.63    9.89%  $64,020    1.25%   1.37%   0.63%   36.66%
 (c)  $21.41    0.21%  $60,134    1.37%   1.41%   0.87%   43.59%
 (c)  $20.49    8.23%  $38,864    1.43%   1.43%   0.84%   12.85%
    $24.32    21.68%  $41,786    1.36%   1.36%   0.22%   28.16%
    $22.86    (2.83)%(f)  $30,308    1.31%(g)   1.31%(g)   0.53%(g)   16.64%(f)
                                      
    $23.98    35.55%  $14,689    1.01%(d)   1.27%   0.95%   28.28%
    $23.74    10.12%  $82,086    1.00%   1.12%   0.85%   36.66%
    $21.52    0.46%  $87,023    1.12%   1.16%   1.12%   43.59%
    $20.60    8.50%  $97,987    1.18%   1.18%   1.05%   12.85%
    $24.46    22.01%  $151,757    1.11%   1.11%   0.45%   28.16%
    $22.96    (2.73)%(f)  $156,335    1.06%(g)   1.06%(g)   0.79%(g)   16.64%(f)

 

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

 

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Foundry Partners Fundamental Small Cap Value Fund

 

Notes to the Financial Statements

April 30, 2018 (Unaudited)

 

NOTE 1. ORGANIZATION

 

The Foundry Partners Fundamental Small Cap 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 Foundry Partners, LLC (the “Adviser”). 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.

 

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 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 six months ended April 30, 2018, 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 as incurred. During the six months ended April 30, 2018 the Fund did not incur any interest or penalties.

 

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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. 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. 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 Real Estate Investment Trusts (“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.

 

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 establish classification of fair value measurements for disclosure purposes.

 

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Foundry Partners Fundamental Small Cap Value Fund

 

Notes to the Financial Statements

April 30, 2018 (Unaudited)

 

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.

 

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

 

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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 method 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 a security being valued by the Adviser would be the amount that the Fund might reasonably expect to receive upon the 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 April 30, 2018:

 

Valuation Inputs
Assets  Level 1   Level 2   Level 3   Total 
Common Stocks*  $174,810,849   $   $   $174,810,849 
Money Market Funds   11,845,701            11,845,701 
Total  $186,656,550   $   $   $186,656,550 

 

*

Refer to Schedule of Investments for sector classifications.

 

The Fund did not hold any investments at the end of the reporting period for which other significant observable inputs (Level 2) were used in determining fair value. 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. There were no transfers between any levels as of April 30, 2018 based on hierarchy levels assigned at October 31, 2017.

 

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Foundry Partners Fundamental Small Cap Value Fund

 

Notes to the Financial Statements

April 30, 2018 (Unaudited)

 

NOTE 4. TRANSACTIONS WITH AFFILIATES AND OTHER SERVICE PROVIDERS

 

Under the terms of the management agreement between the Trust and the Adviser 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 six months ended April 30, 2018, the Adviser earned a fee of $815,891 from the Fund. At April 30, 2018, the Fund owed the Adviser $132,328.

 

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 an annual rate of 1.25% of the average daily net assets of the Fund.

 

Each fee waiver or expense reimbursement by the Adviser is subject to repayment by the Fund within the three years following the date 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 repayment or at the time of the fee waiver or expense reimbursement. As of April 30, 2018, the Adviser has made no previous waivers that may be recouped. The contractual agreement is in effect through February 28, 2019. The expense cap may not be terminated prior to this date except by the Board. For the six months ended April 30, 2018, the Adviser did not waive any fees from the Fund.

 

The Trust retains Ultimus Fund Solutions, LLC (the “Administrator”), to provide the Fund with administration and compliance, fund accounting and transfer agent services, including all regulatory reporting. Prior to April 12, 2018, Ultimus Asset Services, LLC, an affiliate of the Administrator, provided these services. For the six months ended April 30, 2018, the Administrator earned fees of $71,207 for administrative services. $26,462 for fund accounting services, and $11,011 for transfer agent services. At April 30, 2018, the Administrator was owed $18,290 for administrative services.

 

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

 

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 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

 

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19

 

 

 

 

 

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 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 six months ended April 30, 2018, Investor Class shares 12b-1 expense incurred by the Fund was $45,891. The Fund owed $6,370 for Investor Class shares 12b-1 fees as of April 30, 2018.

 

NOTE 5. PURCHASES AND SALES OF SECURITIES

 

For the six months ended April 30, 2018, purchases and sales of investment securities, other than short-term investments were as follows:

 

Purchases

Sales

$ 30,129,859

$ 34,390,360

 

There were no purchases or sales of long-term U.S. government obligations during the six months ended April 30, 2018.

 

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 April 30, 2018, Charles Schwab & Co. (“Schwab”) owned, as record shareholder for the beneficial owners of such shares, 73% of the outstanding shares of the Fund.

 

NOTE 7. FEDERAL INCOME TAXES

 

At April 30, 2018, the net unrealized appreciation (depreciation) of investments for tax purposes was as follows:

 

Gross Unrealized Appreciation  $28,324,780 
Gross Unrealized Depreciation   (6,951,352)
Net Unrealized Appreciation on Investments  $21,373,428 

 

At April 30, 2018, the aggregate cost of securities for federal income tax purposes was $165,283,122.

 

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20

 

 

 

Foundry Partners Fundamental Small Cap Value Fund

 

Notes to the Financial Statements

April 30, 2018 (Unaudited)

 

At April 30, 2018, the difference between book basis and tax basis unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales and partnership basis adjustments.

 

At October 31, 2017, the Fund’s most recent fiscal year end, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

 

Undistributed
Ordinary
Income
   Undistributed
Long-Term
Capital Gains
   Unrealized
Appreciation/
(Depreciation)
   Total
Accumulated
Earnings/
(Deficit)
 
$599,530   $5,757,997   $34,215,520   $40,573,047 

 

The tax character of distributions paid from the Fund for the fiscal year ended October 31, 2017 was as follows:

 

Distributions Paid From*                
Ordinary
Income
   

Net
Long-Term
Capital Gains

    

Total
Taxable
Distributions

    

Tax Return
of Capital

    

Total
Distributions
Paid

 

$ 1,283,296

  $2,799,505   $4,082,801   $   $4,082,801 

 

*

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 and reclassifications of distributions for tax purposes.

 

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.

 

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21

 

 

 

Summary of Fund Expenses (Unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction 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 November 1, 2017 through April 30, 2018.

 

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 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 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. 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,
November 1, 2017

Ending
Account
Value,
April 30, 2018

Expenses
Paid
During the
Period
(a)

Annualized
Expense
Ratio

Foundry Partners Fundamental Small Cap Value Fund

Investor Class

Actual

$ 1,000.00

$ 971.70

$6.40

1.31%

 

Hypothetical (b)

$ 1,000.00

$ 1,018.30

$6.56

1.31%

Institutional Class

Actual

$ 1,000.00

$ 972.70

$5.20

1.06%

 

Hypothetical (b)

$ 1,000.00

$ 1,019.52

$5.33

1.06%

 

(a)

Expenses are equal to the Fund’s annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

(b)

Hypothetical assumes 5% annual return before expenses.

 

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22

 

 

 

Valued Advisers Trust Privacy Policy

 

FACTS WHAT DOES VALUED ADVISERS TRUST DO WITH YOUR PERSONAL INFORMATION?

 

Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

▪ Social Security number

▪ account balances and account transactions

▪ account transactions, transaction or loss history and purchase history

▪ checking account information and wire transfer instructions

When you are no longer our customer, we continue to share your information as described in this notice.

 

How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Valued Advisers Trust chooses to share; and whether you can limit this sharing.

 

Reasons we can share your personal information Does Valued Advisers
Trust share?
For our everyday business purposes—
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus
Yes
For our marketing purposes—
to offer our products and services to you
Yes
For joint marketing with other financial companies No
For our affiliates’ everyday business purposes—
information about your transactions and experiences
No
For our affiliates’ everyday business purposes—
information about your creditworthiness
No
For nonaffiliates to market to you No

 

Questions? Call 1-800-247-1014

 

 

 

Who we are

Who is providing this notice?

Valued Advisers Trust

   

What we do

How does Valued Advisers Trust protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

How does Valued Advisers Trust collect my personal information?

We collect your personal information, for example, when you

 

■ open an account or deposit money

■ buy securities from us or sell securities to us

■ make deposits or withdrawals from your account or provide account information

■ give us your account information

■ make a wire transfer

■ tell us who receives the money

■ tell us where to send the money

■ show your government-issued ID

■ show your driver’s license

Why can’t I limit all sharing?

Federal law gives you the right to limit only

 

■ sharing for affiliates’ everyday business purposes—information about your creditworthiness

■ affiliates from using your information to market to you

■ sharing for nonaffiliates to market to you

State laws and individual companies may give you additional rights to limit sharing.

Definitions

Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies.

Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

Valued Advisers Trust does not share your personal information with nonaffiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

Valued Advisers Trust doesn’t jointly market financial products or services to you.

 

 

 

 

 

 

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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

Andrea N. Mullins, Chairperson

Ira P. Cohen

Mark J. Seger

 

OFFICERS

Adam T. Kornegay, Principal Executive Officer and President

Bryan W. Ashmus, Principal Financial Officer and Treasurer

Brandon R. Kipp, Chief Compliance Officer

Carol J. Highsmith, Vice President and Secretary

Matthew J. Miller, Vice President

 

INVESTMENT ADVISER

Foundry Partners, LLC

323 Washington Avenue North, Suite 360

Minneapolis, MN 55401

 

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

Stradley Ronon Stevens & Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103

 

CUSTODIAN

Huntington National Bank

41 South High Street

Columbus, OH 43215

 

ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTANT

Ultimus Fund Solutions, 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

 

 

  

 

Semi-Annual Report

 

April 30, 2018

 

Fund Adviser:

 

Kovitz Investment Group Partners, LLC
115 South LaSalle Street, 27th Floor
Chicago, IL 60603
Toll Free (888) 695-3729

 

 

MANAGEMENT DISCUSSION & ANALYSIS – (UNAUDITED)

 

Kovitz Investment Group launched the Green Owl Intrinsic Value Fund (the "Fund") with the goal of seeking long-term capital appreciation through high risk-adjusted returns. To accomplish this, Fund management implements a fundamental, research-driven process, in order 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.

 

We remain focused on the careful and patient application of our investment criteria and valuation requirements. 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 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.

 

Market and Performance Summary

 

The Fund decreased in value by -0.05% during the first half of the fiscal year (November 1, 2017 through April 30, 2018), while our primary benchmark, the S&P 500, increased 3.82% over the same period. Since inception on December 27, 2011, the Fund has compounded at an annual rate of 12.86%, versus 14.74% annually for the S&P 500.

 

During the first half of the fiscal year, the Fund underperformed the benchmark in each of the 6 one-month periods. With our historical rate of monthly outperformance at approximately 50%, this is something that should happen only once every 32 years – a true statistical anomaly. Being staunch advocates of “reversion to the mean,” we believe that this bodes well for future relative performance.

 

The equity market, for which calendar year 2017 was the least volatile year since 1965, is no longer serene. The first three months of the period were very strong, fueled primarily by the anticipation and then the passage of corporate tax reform. The second half of the period began with a February sell-off that featured several severe single-day declines and the largest ever one-day increase for the index that tracks volatility. In other words, the market was due for a breather and we got one.

 

The oft-cited reason for the February reversal was the fear of an overheating economy leading to inflationary pressures and the rise in longer-term interest rates that typically accompanies such pressures. Remember, interest rates are one of the primary (if not, the primary) determinant of all asset prices, and higher rates act like gravity pulling prices lower. At these rate levels and even higher, we feel our portfolio is well positioned. While we’ve pared back some of our financial sector exposure on strengthening prices during the quarter, our still healthy weighting should fare well in a rising rate environment as net interest margins, a primary component of earnings, will likely expand. Also, many of our industrial companies could see increasing demand while being able to pass along any increases in input costs. Importantly, many of the high-multiple momentum stocks we don’t own may experience valuation headwinds which would aid relative performance.

 

Regardless of which way the market winds blow next, we will continue to invest on the basis of value and its relationship to price, while we refrain from trying to time the market based on predictions of macroeconomic data or investor psychology. Many people in the news media and asset management industry believe they can assess and predict many things, such as the markets, the economy, politics, and even quarterly earnings. They cannot. Our base assumption is that markets are unpredictable – in good times and bad – and we aim only to navigate and profit from the inevitable upheaval the equity markets so frequently deliver. We are contrarian and confident in our investment processes, which requires us to filter out distractions and opinions of others and focus on the fundamentals and valuation of each individual business rather than the vagaries of the overall market. In other words, we are right at home in this newly volatile environment as we attempt to patiently compound our clients’ capital for the long-term.

 

1

 

 

Performance Attribution

 

The individual positions that contributed the most to performance during the 6-month period were Boeing (BA), CBRE Group (CBRE), JP Morgan (JPM), Bank of America (BAC), and Halliburton (HAL).

 

The individual positions that detracted the most from performance during the period were Quanta (PWR), CBS (CBS), General Motors (GM), CarMax (KMX), and AMERCO (UHAL).

 

On a sector basis, the combination of sector weighting and security selection in the Real Estate sector as well as our lack of exposure to Utilities and underweight position in Consumer Staples benefitted the Fund the most during the period. Security selection in Consumer Discretionary and Industrials were the largest detractor from the Fund’s performance during the period.

 

Portfolio Activity

 

We continue to look for companies that have strong balance sheets, generate significant free cash flow, have management teams that allocate capital to maximize per-share value, and that sell at a discount to our estimate of fair value. Finding candidates that meet the first three criteria has always been somewhat difficult, but it is the fourth criteria – price – that is the largest impediment to finding qualifying opportunities today. While bargain-priced stocks are relatively tough to come by these days, we had a fairly active 6-month period in sourcing new opportunities and increasing existing positions undoubtedly helped by recent volatility.

 

The following portfolio actions were taken during the period

 

Initiated positions in the following 6 companies: Analog Devices (ADI), Expedia (EXPE), Facebook (FB), General Electric (GE), Goldman Sachs (GS) and Naspers (NPSNY).

 

Increased position sizes in the following 5 companies: CarMax, CBS, Henry Schein (HSIC), Jacobs Engineering (JEC) and Walt Disney (DIS).

 

Exited positions in the following 4 companies: Cheesecake Factory (CAKE), Schlumberger (SLB), TechnipFMC (FTI) and Wells Fargo (WFC).

 

Decreased position sizes in the following 12 companies: American Express (AXP), Aon (AON), Apple, Bank of New York (BK), Bank of America, Boeing, CBRE Group, Halliburton (HAL), JP Morgan, Leucadia (LUK), Robert Half (RHI) and Valmont (VMI).

 

As of April 30, 2018, the Fund’s five largest positions were Berkshire Hathaway (BRKB), Apple, Alphabet (GOOG/GOOGL), CBS, and Quanta comprising 26% of the Fund’s assets.

 

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

 

2

 

 

INVESTMENT RESULTS – (Unaudited)

 

 

Average Annual Total Returns*

(For the periods ended April 30, 2018)

 
   

Six Months

One Year

Five Year

Since Inception
(December 22, 2011)
(a)

 
 

Green Owl Intrinsic Value Fund

-0.05%

9.47%

9.44%

12.86%

 
 

S&P 500® Index**

3.82%

13.27%

12.96%

14.74%

 

 

Total annual operating expenses, as disclosed in the Green Owl Intrinsic Value Fund (the "Fund") prospectus dated February 28, 2018, were 1.35% of average daily net assets (1.13% after fee waivers/expense reimbursements by Kovitz Investment Group Partners, LLC (the "Adviser"). The Adviser has agreed to waive its fees and/or reimburse other expenses of the Fund until February 28, 2019, so that Total Annual Fund 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. Each waiver and/or reimbursement of an expense is subject to repayment by the Fund within the three fiscal years following the fiscal year in which the expense was incurred, provided that the Fund is able to make the repayment without exceeding the expense limitation in place at the time of the waiver or reimbursement. This agreement may only be terminated by mutual consent of the Adviser and the Board of Trustees. Additional information pertaining to the Fund's expense ratios as of April 30, 2018 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 1-888-695-3729.

 

(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 27, 2011. December 27, 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. Total returns for periods less than one year are not annualized.

 

**

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.

 

3

 

 

FUND HOLDINGS – (Unaudited)

 

 

1

As 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.

 

4

 

 

GREEN OWL INTRINSIC VALUE FUND
SCHEDULE OF INVESTMENTS

April 30, 2018 (Unaudited)

 

Common Stocks — 99.75%  Shares   Fair Value 
Consumer Discretionary — 18.73%          

CarMax, Inc.(a) 

   48,770   $3,048,125 
CBS Corporation, Class B   72,430    3,563,556 
Expedia Group, Inc.   13,000    1,496,820 
General Motors Company   78,600    2,887,764 
Harley-Davidson, Inc.   31,690    1,303,410 
Naspers Ltd., Class N - ADR   24,025    1,167,615 
Walt Disney Company (The)   15,800    1,585,214 
         15,052,504 
Consumer Staples — 1.37%          
Walgreen Boots Alliance, Inc.   16,575    1,101,409 
           
Energy — 1.56%          
Halliburton Company   23,700    1,255,863 
           
Financials — 27.38%          
American Express Company   15,000    1,481,250 
Aon plc   17,395    2,478,266 
Bank of America Corporation   82,975    2,482,611 
Bank of New York Mellon Corporation (The)   15,675    854,444 

Berkshire Hathaway, Inc., Class B(a) 

   28,815    5,582,329 

Blackstone Group, L.P. (The)(b) 

   49,830    1,542,239 
Citigroup, Inc.   29,000    1,979,830 
Goldman Sachs Group, Inc. (The)   7,800    1,858,974 
JPMorgan Chase & Company   22,575    2,455,709 
Leucadia National Corporation   53,177    1,278,375 
         21,994,027 
Health Care — 7.90%          
Bayer AG   11,000    1,318,778 

Henry Schein, Inc.(a) 

   38,835    2,951,460 
McKesson Corporation   13,300    2,077,593 
         6,347,831 
Industrials — 22.95%          
AMERCO   6,297    2,125,363 
American Airlines Group, Inc.   40,640    1,744,675 
Boeing Company (The)   6,750    2,251,530 
Delta Air Lines, Inc.   27,000    1,409,940 
General Electric Company   67,000    942,690 
Jacobs Engineering Group, Inc.   48,524    2,818,759 

Quanta Services, Inc.(a) 

   104,955    3,411,038 

 

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

 

5

 

 

GREEN OWL INTRINSIC VALUE FUND
SCHEDULE OF INVESTMENTS
– (continued)

April 30, 2018 (Unaudited)

 

Common Stocks — 99.75% – continued  Shares   Fair Value 
Industrials — 22.95% - continued        
Robert Half International, Inc.   27,728   $1,684,476 
United Parcel Service, Inc., Class B   11,520    1,307,520 
Valmont Industries, Inc.   5,253    746,451 
         18,442,442 
Information Technology — 14.29%          

Alphabet, Inc., Class A(a) 

   773    787,362 

Alphabet, Inc., Class C(a) 

   2,753    2,800,709 
Analog Devices, Inc.   19,405    1,695,027 
Apple, Inc.   26,930    4,450,452 

Facebook, Inc., Class A(a) 

   10,200    1,754,400 
         11,487,950 
Materials — 2.00%          
PPG Industries, Inc.   15,195    1,608,847 
           
Real Estate — 3.57%          

CBRE Group, Inc., Class A(a) 

   48,450    2,195,270 

Howard Hughes Corporation (The)(a) 

   5,000    676,500 
         2,871,770 
Total Common Stocks (Cost $59,084,123)        80,162,643 
           
MONEY MARKET FUNDS — 0.29%          

Federated Treasury Obligations Fund - Institutional Class, 1.32%(c) 

   236,635    236,635 
Total Money Market Funds (Cost $236,635)        236,635 
Total Investments — 100.04% (Cost $59,320,758)        80,399,278 
Liabilities in Excess of Other Assets — (0.04)%        (29,492)
NET ASSETS — 100.00%       $80,369,786 

 

(a)

Non-income producing security.

 

(b)

Master Limited Partnership

 

(c)

Rate disclosed is the seven day effective yield as of April 30, 2018.

 

ADR — American Depositary Receipt.

 

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

 

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

 

6

 

 

GREEN OWL INTRINSIC VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES

April 30, 2018 (Unaudited)

 

Assets    
Investments in securities at fair value (cost $59,320,758)  $80,399,278 
Dividends and interest receivable   33,678 
Tax reclaims receivable (cost $3,699)   4,080 
Prepaid expenses   16,354 
Total Assets   80,453,390 
      
Liabilities     
Payable for fund shares redeemed   12,730 
Payable to Adviser   51,883 
Payable to Administrator   7,996 
Payable to trustees   1,235 
Other accrued expenses   9,760 
Total Liabilities   83,604 
Net Assets  $80,369,786 
      
Net Assets consist of:     
Paid-in capital  $54,128,397 
Accumulated undistributed net investment income   45,746 
Accumulated undistributed net realized gain from investments   5,116,742 
Net unrealized appreciation on:     
Investments   21,078,520 
Foreign currency   381 
Net Assets  $80,369,786 
      
Shares outstanding (unlimited number of shares authorized, no par value)   4,298,151 
Net asset value, offering and redemption price per share  $18.70 

 

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

 

7

 

 

GREEN OWL INTRINSIC VALUE FUND
STATEMENT OF OPERATIONS

For the six months ended April 30, 2018 (Unaudited)

 

Investment Income    
Dividend income  $569,302 
Total investment income   569,302 
      
Expenses     
Investment Adviser   416,290 
Administration   32,501 
Fund accounting   16,400 
Registration   11,632 
Transfer agent   11,224 
Legal   9,236 
Printing   8,856 
Audit   8,589 
Custodian   6,578 
Insurance   5,041 
Trustee   3,509 
Line of credit   1,282 
Miscellaneous   11,416 
Total expenses   542,554 
Fees contractually waived by Adviser   (83,376)
Net operating expenses   459,178 
Net investment income   110,124 
      
Net Realized and Change in Unrealized Gain (Loss) on Investments     
Net realized gain on investment securities transactions   5,116,744 
Net change in unrealized appreciation (depreciation) on:     
Investment securities   (5,177,838)
Foreign currency   143 
Net realized and change in unrealized loss on investments   (60,951)
Net increase in net assets resulting from operations  $49,173 

 

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

 

8

 

 

GREEN OWL INTRINSIC VALUE FUND
STATEMENTS OF CHANGES IN NET ASSETS

 

   For the
Six Months Ended
April 30, 2018
(Unaudited)
   For the
Year Ended
October 31, 2017
 
Increase (Decrease) in Net Assets due to:        
Operations        
Net investment income  $110,124   $159,564 
Net realized gain on investment securities transactions   5,116,744    1,714,521 
Net change in unrealized appreciation (depreciation) of investment securities and foreign currency   (5,177,695)   14,951,408 
Net increase in net assets resulting from operations   49,173    16,825,493 
           
Distributions From          
Net investment income   (165,908)   (230,271)
Net realized gains   (1,527,563)    
Total distributions   (1,693,471)   (230,271)
           
Capital Transactions          
Proceeds from shares sold   5,706,332    14,125,089 
Reinvestment of distributions   1,602,547    217,018 
Amount paid for shares redeemed   (7,362,797)   (10,136,585)
Net increase (decrease) in net assets resulting from capital transactions   (53,918)   4,205,522 
Total Increase (Decrease) in Net Assets   (1,698,216)   20,800,744 
           
Net Assets          
Beginning of period   82,068,002    61,267,258 
End of period  $80,369,786   $82,068,002 
Accumulated undistributed net investment income  $45,746   $101,530 
           
Share Transactions          
Shares sold   293,383    807,820 
Shares issued in reinvestment of distributions   83,076    12,699 
Shares redeemed   (377,558)   (584,986)
Net increase (decrease) in shares outstanding   (1,099)   235,533 

 

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

 

9

 

 

GREEN OWL INTRINSIC VALUE FUND
FINANCIAL HIGHLIGHTS

(For a share outstanding during each period)

 

   For the
Six Months Ended
April 30, 2018
(Unaudited)
   For the
Year Ended
October 31, 2017
   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
 
Selected Per Share Data:                        
Net asset value, beginning of period  $19.09   $15.08   $14.84   $15.72   $14.99   $11.67 
Investment operations:                              
Net investment income   0.03    0.04    0.06    0.08    0.19    0.02 
Net realized and unrealized gain (loss)
  on investments
   (0.02)   4.03    0.47    (0.16)   1.11    3.41 
Total from investment operations   0.01    4.07    0.53    (0.08)   1.30    3.43 
                               
Less distributions to shareholders from:                              
Net investment income   (0.04)   (0.06)   (0.06)   (0.20)   (0.03)   (0.05)
Net realized gains   (0.36)       (0.23)   (0.60)   (0.54)   (0.06)
Total distributions   (0.40)   (0.06)   (0.29)   (0.80)   (0.57)   (0.11)
Net asset value, end of period  $18.70   $19.09   $15.08   $14.84   $15.72   $14.99 
                               

Total Return (a)

   (0.05)%(b)   27.02%   3.65%   (0.60)%   8.86%   29.59%
Ratios and Supplemental Data:                              
Net assets, end of period (000)  $80,370   $82,068   $61,267   $59,318   $60,581   $47,129 
Ratio of net expenses to average net assets   1.10%(c)   1.10%   1.10%   1.10%   1.11%(d)   1.40%
Ratio of expenses to average net assets
   before waiver and reimbursement
   1.30%(c)   1.32%   1.40%   1.37%   1.38%   1.52%
Ratio of net investment income to average
   net assets
   0.26%(c)   0.22%   0.41%   0.49%   1.30%   0.14%
Portfolio turnover rate   17%(b)   17%   21%   33%   35%   20%

 

(a)

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.

(b)

Not annualized.

(c)

Annualized

(d)

Includes line of credit interest expense of 0.01%

 

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

 

10

 

 

GREEN OWL INTRINSIC VALUE FUND
NOTES TO THE FINANCIAL STATEMENTS

April 30, 2018 (Unaudited)

 

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 commenced operations on December 22, 2011. 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.

 

Foreign Currency Translation – The accounting records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars at the current rate of exchange each business day to determine the value of investments, and other assets and liabilities. Purchases and sales of foreign securities, and income and expenses, are translated at the prevailing rate of exchange on the respective date of these transactions. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuation arising from changes in market prices of securities held. These fluctuations are included with the unrealized gain or loss from investments. Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at period end, resulting from changes in exchange rates.

 

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 six months ended April 30, 2018, 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 current tax year. During the period, the Fund did not incur any interest or penalties.

 

11

 

 

GREEN OWL INTRINSIC VALUE FUND
NOTES TO THE FINANCIAL STATEMENTS
– (continued)

April 30, 2018 (Unaudited)

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES – continued

 

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.

 

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.

 

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, of 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

 

12

 

 

GREEN OWL INTRINSIC VALUE FUND
NOTES TO THE FINANCIAL STATEMENTS
– (continued)

April 30, 2018 (Unaudited)

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES – continued

 

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.

 

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. The Fund did not hold any options during the six months ended April 30, 2018.

 

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 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 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.

 

13

 

 

GREEN OWL INTRINSIC VALUE FUND
NOTES TO THE FINANCIAL STATEMENTS
– (continued)

April 30, 2018 (Unaudited)

 

NOTE 3. SECURITIES VALUATION AND FAIR VALUE MEASUREMENTS – continued

 

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 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 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 pricing service 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 2 or 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 method 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 a security being valued by the Adviser would be the amount which the Fund might reasonably expect to receive upon the 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 the 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 April 30, 2018:

 

   Valuation Inputs 
Assets  Level 1   Level 2   Level 3   Total 
Common Stocks*  $80,162,643   $   $   $80,162,643 
Money Market Securities   236,635            236,635 
Total  $80,399,278   $   $   $80,399,278 

 

*

Refer to the Schedule of Investments for sector classifications.

 

14

 

 

GREEN OWL INTRINSIC VALUE FUND
NOTES TO THE FINANCIAL STATEMENTS
– (continued)

April 30, 2018 (Unaudited)

 

NOTE 3. SECURITIES VALUATION AND FAIR VALUE MEASUREMENTS – continued

 

The Fund did not hold any investments at the end of 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 end of the reporting period. There were no transfers between any levels as of April 30, 2018 based on input levels assigned at October 31, 2017.

 

NOTE 4. DERIVATIVE TRANSACTIONS

 

Call options written are presented separately on the Statement of Operations under net realized gain on written option transactions and change in unrealized depreciation on written option contracts, respectively. There were no written option contracts open at April 30, 2018.

 

NOTE 5. ADVISER FEES AND OTHER TRANSACTIONS

 

Under the terms of the management agreement, on behalf of the Fund, 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 six months ended April 30, 2018, the Adviser earned a fee of $416,290 from the Fund before the reimbursement described below. At April 30, 2018, the Fund owed the Adviser $51,883.

 

The Adviser has contractually agreed to waive its management fee and/or reimburse expenses 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 1.10% of the Fund’s average daily net assets through February 28, 2019. The operating expense limitation also excludes any fees and expenses of acquired funds.

 

Each fee waiver and expense reimbursement is subject to repayment by the Fund in the three years following the date the particular expense payment occurred, provided such reimbursement can be achieved without exceeding the expense limitation that was in effect at the time of the expense payment or the reimbursement. As of April 30, 2018, the Adviser may seek repayment of investment advisory fees waived and expense reimbursements in the amount of $496,392 from the Fund no later than April 30, 2021.

 

The Trust retains Ultimus Fund Solutions, LLC (“the Administrator”), to provide the Fund with administration, fund accounting and transfer agent services, including all regulatory reporting. Prior to April 12, 2018, Ultimus Asset Services, LLC, an affiliate of the Administrator, provided these services. For the six months ended April 30, 2018, the Administrator earned fees of $32,501, $16,400 and $11,224 for administration, accounting and transfer agent services, respectively. At April 30, 2018, the Administrator was owed $7,996 from the Fund for these services.

 

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

 

There were no payments made by the Fund to the Distributor during the six months ended April 30, 2018.

 

During the six months ended April 30, 2018, the Fund paid $4,524 to Kovitz Securities, LLC, an affiliate of the Adviser, for the execution of purchases and sales of the Fund’s portfolio investments.

 

15

 

 

GREEN OWL INTRINSIC VALUE FUND
NOTES TO THE FINANCIAL STATEMENTS
– (continued)

April 30, 2018 (Unaudited)

 

NOTE 6. LINE OF CREDIT

 

The Fund participates in a short-term credit agreement (“Line of Credit”) with Huntington National Bank (“HNB”) expiring on September 5, 2018. 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. HNB receives an annual facility fee of 0.125% on $1 million, subject to a minimum fee of $1,250, 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. As of and for the six months ended April 30, 2018, the Fund had no outstanding borrowings under this Line of Credit.

 

NOTE 7. PURCHASES AND SALES

 

For the six months ended April 30, 2018, purchases and sales of investment securities, other than short-term investments, were $15,527,590 and $13,977,593, respectively.

 

There were no purchases or sales of long-term U.S. government obligations during the six months ended April 30, 2018.

 

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 April 30, 2018, there were no beneficial owners, either directly or indirectly, of more than 25% percent of the Fund.

 

NOTE 9. FEDERAL TAX INFORMATION

 

At April 30, 2018, the net unrealized appreciation (depreciation) of investments, including written options and change in unrealized appreciation on foreign currency, for tax purposes were as follows:

 

Gross Appreciation  $22,300,766 
Gross (Depreciation)   (1,222,246)
Net Appreciation on Investments  $21,078,520 

 

At April 30, 2018, the aggregate cost of securities for federal income tax purposes was $59,320,758.

 

The tax characterization of distributions for the fiscal year ended October 31, 2017 was as follows:

 

Distributions paid from:    
Ordinary Income*  $230,271 
Long-Term Capital Gains    
Total Distributions  $230,271 

 

*

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

 

16

 

 

GREEN OWL INTRINSIC VALUE FUND
NOTES TO THE FINANCIAL STATEMENTS
– (continued)

April 30, 2018 (Unaudited)

 

NOTE 9. FEDERAL TAX INFORMATION – continued

 

At October 31, 2017, the components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income  $103,799 
Undistributed long term capital gains   1,527,561 
Net unrealized appreciation (depreciation)   26,256,596 
Accumulated capital and other losses   (2,269)
   $27,885,687 

 

During the fiscal year ended October 31, 2017, the Fund utilized short-term capital loss carryforwards 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.

 

17

 

 

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 November 1, 2017 to April 30, 2018.

 

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 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

 

The second line of the 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
November 1, 2017

Ending
Account Value
April 30, 2018

Expenses Paid
During Period*
November 1, 2017 –
April 30, 2018

Actual

$ 1,000.00

$ 999.50

$ 5.47

Hypothetical**

$ 1,000.00

$ 1,019.32

$ 5.52

 

*

Expenses are equal to the Fund’s annualized expense ratio of 1.10%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

**

Assumes a 5% return before expenses.

 

18

 

 

 

FACTS WHAT DOES VALUED ADVISERS TRUST DO WITH YOUR PERSONAL INFORMATION?

 

Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

▪ Social Security number

▪ account balances and account transactions

▪ account transactions, transaction or loss history and purchase history

▪ checking account information and wire transfer instructions

When you are no longer our customer, we continue to share your information as described in this notice.

 

How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Valued Advisers Trust chooses to share; and whether you can limit this sharing.

 

Reasons we can share your personal information Does Valued Advisers
Trust share?
For our everyday business purposes –
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus
Yes
For our marketing purposes –
to offer our products and services to you
Yes
For joint marketing with other financial companies No
For our affiliates’ everyday business purposes –
information about your transactions and experiences
No
For our affiliates’ everyday business purposes –
information about your creditworthiness
No
For nonaffiliates to market to you No

 

Questions? Call 1-888 695-3729.

  

19

 

 

Page 2

 

 

Who we are

Who is providing this notice?

Valued Advisers Trust

What we do

How does Valued Advisers Trust protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

How does Valued Advisers Trust collect my personal information?

We collect your personal information, for example, when you

 

■ open an account or deposit money

■ buy securities from us or sell securities to us

■ make deposits or withdrawals from your account or provide account information

■ give us your account information

■ make a wire transfer

■ tell us who receives the money

■ tell us where to send the money

■ show your government-issued ID

■ show your driver’s license

Why can’t I limit all sharing?

Federal law gives you the right to limit only

 

■ sharing for affiliates’ everyday business purposes – information about your creditworthiness

■ affiliates from using your information to market to you

■ sharing for nonaffiliates to market to you

State laws and individual companies may give you additional rights to limit sharing.

Definitions

Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies.

Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

Valued Advisers Trust does not share your personal information with nonaffiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

Valued Advisers Trust doesn’t jointly market financial products or services to you.

 

20

 

 

 

 

 

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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 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

Andrea N. Mullins, Chairperson

Ira P. Cohen

Mark J. Seger

 

OFFICERS

Adam T. Kornegay, Principal Executive Officer and President

Bryan W. Ashmus, Principal Financial Officer and Treasurer

Brandon R. Kipp, Chief Compliance Officer

Carol J. Highsmith, Vice President and Secretary

Matthew J. Miller, Vice President

 

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

Stradley Ronon Stevens & Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103-7098

 

CUSTODIAN

Huntington National Bank

41 South High Street

Columbus, OH 43215

 

ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTANT

Ultimus Fund Solutions, 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

 

 

 

 

 

 

 

SOUND MIND INVESTING FUND (SMIFX)

 

 

 

SMI DYNAMIC
ALLOCATION FUND (SMIDX)

 

 

 

SMI 50/40/10 FUND (SMILX)

 

 

SEMI-ANNUAL REPORT

APRIL 30, 2018

 

Funds’ Adviser:
SMI Advisory Services, LLC
4400 Ray Boll Blvd.
Columbus, IN 47203

 

(877) 764-3863
(877) SMI-FUND
www.smifund.com

 

 

 

“To everything there is a season, and a time to every purpose under the heaven.”
—Ecclesiastes 3:1

 

Dear Fellow Shareholder,

 

The past six months can be neatly divided into two distinct three-month segments. During the first (November 2017-January 2018), the stock market continued its torrid ascent to new all-time highs. Almost immediately, volatility—which had been notably absent over the prior year—came roaring back. The market quickly dipped into its first correction (decline of 10%+) in two years in February, then spent the rest of the period trying to escape those correction lows.

 

In our last shareholder letter, dated October 31, 2017, I detailed our concerns regarding the Fed’s shift from years of accommodation to its recent tightening stance, particularly given that the stock market’s current valuation seems quite high when compared to historical measures. The point of that discussion was to reinforce the idea that when the markets have been so good for so long, that’s not the time to become more aggressive with your portfolio. Yet that’s exactly what many investors do, as they see the strong recent market gains. The “fear of missing out” can be a powerful driver, and unfortunately has caused many an investor to make foolish decisions late in bull markets when, in hindsight, they probably should have known better.

 

But the flip side of that coin is this: the final stages of bull markets are usually a lot of fun! Recent data from the Wells Fargo Investment Institute showed that large-cap U.S. stocks rise an average of +24.2% in the 12 months before the start of a bear market, while small-company stocks average gains of +36.4%! And SMI’s experience has been that our momentum-driven strategies have been great performers in the last years of recent bull markets (1999 and 2007).

 

At a glance, these messages would seem to be at odds with each other. How can one be cautious about the future on the one hand, while reveling in the fun of a late-stage bull market on the other? The key is having confidence that your plan is structured in such a way that you can weather the early stages of a bear market.

 

As trend-followers, we’re never going to “take the punch bowl away” by allocating more conservatively in advance of the market turning lower. This approach may seem dangerous, but the alternative is trying to predict what the market is going to do next, which we’ve yet to see anyone do consistently. Instead, we stay invested and follow the market’s own price clues via our momentum strategies.

 

This approach is what allows us to harvest late bull market gains, because we stay invested even as we have one eye on the exit door. But at the same time, we have strictly defined mechanical triggers built into our primary strategies (Upgrading and Dynamic Asset Allocation) that will force us out of our riskiest positions as their price action demonstrates that the market trend has changed.

 

1

 

 

Confidence in our strategy models and their defensive protocols allows us to stay engaged with the market right through the end of a bull market run, while still having the expectation that we’ll survive the subsequent bear market without giving back too much of our profit. So to be clear: the cautions in our last letter were intended to encourage each individual investor to stick with the personal allocation called for in their plan, and not adjust to a more aggressive posture as a result of the market’s recent strong performance.

 

Performance Review

 

Market sentiment definitely changed mid-way through the six month period covered in this report. The “one way” ascent the market had enjoyed from November 2016 to January 2018 seemed to come to an end, with investors forced to come to terms with risk and volatility once again.

 

Still, the period was a positive one overall for stocks. The S&P 500 Index gained 3.82% for the six months ended April 30, 2018, while the broader Wilshire 5000 Index was up 3.76%. Those aren’t bad returns for a period that included the first official correction in two years (plus a subsequent retest of those lows).

 

SMI’s Fund Upgrading strategy (used in both SMIFX and SMILX) was a strong performer during the period. SMIFX, which is our pure Stock Upgrading fund, gained 4.83%. While foreign stocks were a little weaker than U.S. stocks during the period, the big story was the relative performance of growth and value stocks. Growth dominated Value in both the large- and small-stock categories. Our slight overweighting of those growth categories contributed to Upgrading’s strong performance, but the strategy’s strong performance was mainly attributable to the natural process of Upgrading guiding us to those funds capitalizing on the market’s current trends. When growth leads as it did, our Upgrading holdings naturally shift in that direction, even within the specific risk categories, simply by virtue of following our momentum-score driven discipline. Also, as we noted in the last letter, the SMI Funds have been Upgrading within a broader universe of funds of late, including some with higher volatility than we’ve included in our fund universe in the past. Our small allocations to some of these higher-volatility funds paid off during the recent period.

 

SMI’s Dynamic Asset Allocation (DAA) strategy (used in both SMIDX and SMILX) didn’t perform as well. SMIDX, which is our pure DAA fund, gained just 0.75% during these six months. The silver lining in DAA’s performance was that it did play its portfolio diversification role well. For example, when the S&P 500 Index lost -2.54% in its March re-test of the February correction low, SMIDX was down less than half that amount at -1.18%.

 

That March performance is noteworthy because it shows how quickly DAA can respond to a market shift to the downside. In February, the first month of the recent correction, DAA’s performance was roughly the same as the broad market. That’s to be expected, as the strategy hadn’t had any time to adjust to the changing trend. But just one month later, in March, DAA was able to significantly reduce losses.

 

SMI’s Sector Rotation (SR) strategy (used in SMILX) broke its long streak of strong positive performance, losing -0.67% during the recent period. That small loss doesn’t really tell the story of the period though, as SR shot up 10.00% between November-January, only to give it all back during the subsequent correction and aftermath. Such is the nature of the SR strategy, which is why it comprises a smaller portion of our combined SMILX (50/40/10) portfolio. Altogether, SMILX gained 2.16% over the six-month period.

 

2

 

 

Big Changes to the SMI Fund Lineup!

 

As you may have noticed in the preceding section, we have fewer funds to discuss than in the past. During the past six months, the SMI Bond Fund was closed and the SMI Conservative Allocation Fund and SMI 50/40/10 Fund were reorganized into a single “new” 50/40/10 Fund (SMILX).

 

While we liked providing additional fund options for SMI investors, the reality is that mutual funds require a certain level of assets to be viable long-term products. The SMI Bond Fund struggled to reach that level and eventually the lack of investor demand led the adviser to close it. A similar dynamic has been in play with the SMI Conservative Allocation Fund ever since the dedicated SMI Dynamic Allocation Fund (SMIDX) launched, so eventually the adviser felt it was best to reorganize it with the SMI 50/40/10 Fund and adopt the SMI 50/40/10 Fund’s investment strategy moving forward.

 

The upside of these moves is the SMI Fund lineup is more streamlined now, with three clearly defined options. For Upgrading, there’s SMIFX. For Dynamic Asset Allocation, there’s SMIDX. And for those looking for exposure to all three of SMI’s most popular strategies in one convenient 50/40/10 package, there’s SMILX.

 

Best of all, SMILX is now available for purchase through all of the major broker platforms, joining SMIFX and SMIDX in becoming much more widely available.

 

We appreciate the opportunity to serve you!

 

Blessings,

 

 

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 Adviser at (800) 796-4975.

 

 

3

 

 


PERFORMANCE RESULTS – (Unaudited)


 

Average Annual Total Returns(a)
(For the periods ended April 30, 2018)

 

Three Months

Six Months

One Year

Five Year

Ten Year

Sound Mind Investing Fund

-3.95%

4.83%

15.02%

9.63%

6.22%

Wilshire 5000® Total Market Index(b) 

-5.34%

3.76%

12.95%

12.83%

9.16%

S&P 500® Index(b) 

-5.77%

3.82%

13.27%

12.96%

9.02%

SMI Custom Index(c) 

-3.75%

3.52%

12.86%

11.13%

8.04%

 

Total annual operating expenses, as disclosed in the Sound Mind Investing Fund’s (“SMI Fund”) prospectus dated April 27, 2018, were 2.09% of average daily net assets, which includes acquired fund fees and expenses. All expenses are reflected in performance results. SMI Advisory Services, LLC (the “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, 2019. 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 April 30, 2018)

 

Three
Months

Six Months

One Year

Five Year

Since Inception
(February 28, 2013)

SMI Dynamic Allocation Fund

-4.48%

0.75%

5.70%

3.01%

4.47%

Wilshire 5000® Total Market Index(b) 

-5.34%

3.76%

12.95%

12.83%

13.56%

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

-1.05%

-1.87%

-0.32%

1.47%

1.62%

Weighted Index (c) 

-3.63%

1.55%

7.55%

8.29%

8.77%

 

Total annual operating expenses, as disclosed in the SMI Dynamic Allocation Fund’s prospectus dated April 27, 2018, were 1.35% of average daily net assets, which includes acquired fund fees and expenses. All expenses are reflected in performance results. The 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, 2019. This expense cap may not be terminated prior to this date except by the Board.

 

4

 

 


PERFORMANCE RESULTS – (Unaudited), (Continued)


 

Average Annual Total Returns(a)
(For the periods ended April 30, 2018)

 

Three Months

Six Months

One Year

Since Inception
(April 29, 2015)

SMI 50/40/10 Fund

-4.43%

2.16%

12.34%

4.00%

Wilshire 5000® Total Market Index(b) 

-5.34%

3.76%

12.95%

10.01%

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

-1.05%

-1.87%

-0.32%

1.05%

Weighted Index (c) 

-3.63%

1.55%

7.55%

6.49%

 

Total annual operating expenses, as disclosed in the SMI 50/40/10 Fund’s prospectus dated April 27, 2018, were 1.82% of average daily net assets (2.19% before fee waivers/expense reimbursements by the Adviser). All expenses are reflected in performance results. The 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 50/40/10 Fund’s average daily net assets through February 29, 2020. Each fee waiver or reimbursement of an expense by the Adviser is subject to repayment by the SMI 50/40/10 Fund within the three years following the date 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 fee 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 Dynamic Allocation 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 one 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 Dynamic Allocation Fund and the SMI 50/40/10 Fund is comprised of 60% Wilshire 5000 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.

 

5

 

 


FUND HOLDINGS – (Unaudited)


 

 

(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.

 

6

 

 


FUND HOLDINGS – (Unaudited), (Continued)


 

 

(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.

 

7

 

 


FUND HOLDINGS – (Unaudited), (Continued)


 

 

(a)

As a percentage of investments.

 

DAA - Dynamic Asset Allocation strategy.

 

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 exchange-traded funds (“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 Schedules – (Unaudited)

 

Each Fund files its complete schedule of investments 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.

 

8

 

 


SOUND MIND INVESTING FUND
SCHEDULE OF INVESTMENTS
April 30, 2018 (Unaudited)


 

MUTUAL FUNDS – 77.70%  Shares   Fair Value 
Aegis Value Fund, Inc.   186,510   $3,754,442 
Allianz NFJ Dividend Value Fund, Institutional Class   200    2,998 
Allianz NFJ Small-Cap Value Fund, Institutional Class   162    3,795 
American Century Equity Income Fund, Investor Class   100    863 
American Century International Discovery Fund, Institutional Class   250    4,376 
AMG GW&K U.S. Small Cap Growth Fund, Institutional Class   100    512 
Artisan International Small Cap Fund, Investor Class   150    3,541 
Artisan International Value Fund, Investor Class   150    5,678 
Artisan Mid Cap Value Fund, Investor Class   279    6,305 
Artisan Small Cap Fund, Investor Class   125    4,223 
BBH Core Select Fund, Class N   100    1,999 
Berkshire Focus Fund   90,898    2,196,103 
BlackRock International Opportunities Portfolio, Institutional Class   100    2,920 
Bridgeway Small-Cap Growth Fund, Class N   205    5,729 
Bridgeway Small-Cap Value Fund, Class N   179    4,792 
Buffalo Small Cap Fund, Inc.   150    2,288 
Calamos International Growth Fund, Institutional Class   102,819    2,229,109 
Champlain Small Company Fund, Institutional Class   100    2,093 
Chartwell Small Cap Value Fund   100    2,344 
Columbia Acorn International Fund, Class Z   100    4,758 
Columbia Acorn Select Fund, Class Z   150    2,472 
Columbia Contrarian Core Fund, Class Z   91    2,297 
Columbia Select Smaller-Cap Value Fund, Class R5   89,390    1,842,333 
Columbia Small Cap Growth Fund I, Class Z   100    1,963 
Davis Opportunity Fund, Class Y   100    3,852 
Delaware Select Growth Fund, Institutional Class   100    4,154 
Delaware Small Cap Value Fund, Institutional Class   100    6,806 
Delaware Smid Cap Growth Fund, Institutional Class   173,495    5,376,614 
Delaware Value Fund, Institutional Class   144    3,138 
Deutsche Small Cap Core Fund, Institutional Class   52    1,620 
DFA International Small Cap Value Portfolio, Institutional Class   100    2,290 
DFA International Small Company Portfolio, Institutional Class   100    2,137 
DFA U.S. Small Cap Value Portfolio, Institutional Class   100    3,752 
Dreyfus Opportunistic Small Cap Fund   100    3,725 
Fairholme Fund   100    1,836 
Fidelity Mid-Cap Stock Fund   150    5,757 
Fidelity OTC Portfolio   69,156    7,893,433 
Fidelity Select Brokerage & Investment Management Portfolio   24,415    1,917,783 
Fidelity Select Defense and Aerospace Portfolio   14,902    2,540,812 

 

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

 

9

 

 


SOUND MIND INVESTING FUND
SCHEDULE OF INVESTMENTS
April 30, 2018 (Unaudited) – (Continued)


 

MUTUAL FUNDS – 77.70% – continued  Shares   Fair Value 
Fidelity Select Technology Portfolio   11,067   $1,879,712 
Fidelity Small Cap Discovery Fund   100    2,961 
Fidelity Small Cap Stock Fund   150    2,934 
Fidelity Small Cap Value Fund   150    3,003 
Franklin Small Cap Value Fund, Advisor Class   100    5,777 
Hartford International Opportunities Fund (The), Class Y   248    4,393 
Heartland Value Fund   100    4,152 
Hennessy Focus Fund, Investor Class   50    4,306 
Hodges Small Cap Fund, Institutional Class   404,122    8,296,621 
Hotchkis and Wiley Mid-Cap Value Fund, Institutional Class   100    3,874 
Invesco American Value Fund, Class R5   70,869    2,749,733 
Janus Henderson Mid Cap Value Fund, Class T   200    3,308 
Janus Henderson Overseas Fund, Class T   100    3,352 
Janus Henderson Venture Fund, Class T   100    7,888 
JOHCM International Select Fund, Institutional Class   100    2,349 
JPMorgan Disciplined Equity Fund, Institutional Class   100    2,780 
JPMorgan Mid Cap Value Fund, Institutional Class   100    3,967 
JPMorgan Small Cap Equity Fund, Select Class   100    5,746 
JPMorgan Small Cap Growth Fund, Class L   732,075    14,092,437 
Kinetics Small Cap Opportunities Fund, Institutional Class (a)   33,351    1,900,000 
Longleaf Partners Fund   150    3,990 
Longleaf Partners International Fund   100    1,713 
Longleaf Partners Small-Cap Fund   100    2,773 
Lord Abbett Developing Growth Fund, Inc., Institutional Class (a)   177,102    5,178,455 
MainStay MacKay U.S. Equity Opportunities Fund, Institutional Class   997,426    9,794,727 
Mairs and Power Small Cap Fund   100    2,470 
Marsico International Opportunities Fund   95,071    1,996,499 
Miller Opportunity Trust, Institutional Class (a)   100    2,556 
Morgan Stanley Growth Portfolio, Institutional Class   100    4,579 
Morgan Stanley International Opportunity Portfolio, Class A   392,636    9,211,239 
Morgan Stanley Multi-Cap Growth Trust, Institutional Class   281,768    10,788,895 
Neuberger Berman Genesis Fund, Institutional Class   100    5,756 
Nicholas Fund, Inc.   50    3,098 
Oakmark International Fund, Investor Class   150    4,262 
Oakmark International Small Cap Fund, Institutional Class   150    2,612 
Oakmark Select Fund, Institutional Class   150    6,770 
Oppenheimer International Small-Mid Company Fund, Class Y   100    5,082 
Oppenheimer Mid Cap Value Fund, Class Y   100    5,744 
PRIMECAP Odyssey Aggressive Growth Fund   100    4,693 

 

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

 

10

 

 


SOUND MIND INVESTING FUND
SCHEDULE OF INVESTMENTS
April 30, 2018 (Unaudited) – (Continued)


 

MUTUAL FUNDS – 77.70% – continued  Shares   Fair Value 
PRIMECAP Odyssey Growth Fund   129,684   $5,044,713 
Principal SmallCap Growth Fund I, Institutional Class   200    2,856 
ProFunds Internet UltraSector ProFund, Investor Class   34,395    2,804,549 
ProFunds Semiconductor UltraSector ProFund, Investor Class   38,019    2,151,519 
ProFunds Technology UltraSector ProFund, Investor Class   21,717    2,455,339 
Prudential Jennison International Opportunities Fund, Class Z   105,844    1,917,899 
Royce Low-Priced Stock Fund, Investment Class   150    1,292 
Royce Opportunity Fund, Investment Class   515,962    6,867,460 
Royce Premier Fund, Investment Class   300    4,956 
Royce Special Equity Fund, Institutional Class   150    2,966 
T. Rowe Price Global Technology Fund   108,626    1,889,001 
T. Rowe Price International Discovery Fund   75    5,463 
T. Rowe Price Mid-Cap Growth Fund   50    4,474 
T. Rowe Price New Horizons Fund   100    5,550 
T. Rowe Price Small-Cap Value Fund   100    4,919 
Thornburg Value Fund, Institutional Class   100    6,917 
TIAA-CREF International Equity Fund, Institutional Class   100    1,332 
Toreador Core Fund, Institutional Class   296,570    5,273,008 
Touchstone Sands Capital Select Growth Fund, Class Y   100    1,628 
Tweedy Browne Global Value Fund   150    4,377 
Vanguard International Growth Fund, Admiral Class   128,902    12,709,746 
Vanguard Strategic Equity Fund, Investor Class   100    3,391 
Victory RS Small Cap Growth Fund, Class Y   100    8,806 
Virtus KAR Small-Cap Growth Fund, Institutional Class   306,628    9,474,811 
Wasatch Emerging Markets Small Cap Fund, Investor Class (a)   1,000    3,150 
Wasatch International Growth Fund, Investor Class   150    5,364 
Wasatch International Opportunities Fund, Institutional Class   1,000    3,520 
Total Mutual Funds (Cost $129,810,220)        144,519,854 

  

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

 

11

 

 


SOUND MIND INVESTING FUND
SCHEDULE OF INVESTMENTS
April 30, 2018 (Unaudited) – (Continued)


 

EXCHANGE-TRADED FUNDS – 21.76%  Shares   Fair Value 
Alpha Architect U.S. Quantitative Value ETF   123,800   $3,683,037 
First Trust Dow Jones Internet Index Fund (a)   13,000    1,609,920 
iShares Edge MSCI USA Momentum Factor ETF   105,150    11,193,218 
iShares Global Timber & Forestry ETF   33,500    2,691,725 
iShares U.S. Broker-Dealers & Securities Exchanges ETF   33,800    2,224,378 
PowerShares S&P 500 Equal Weight Technology ETF   20,615    3,112,453 
PowerShares S&P SmallCap Health Care Portfolio   23,600    2,705,740 
SPDR Dow Jones Industrial Average ETF   54,905    13,261,754 
Total Exchange-Traded Funds (Cost $37,845,006)        40,482,225 
           
MONEY MARKET FUNDS – 0.17%          
Fidelity Investments Money Market Government Portfolio - Institutional Class, 1.62% (b)   314,213    314,213 
Total Money Market Funds (Cost $314,213)        314,213 
Total Investments — 99.63% (Cost $167,969,439)       $185,316,292 
Other Assets in Excess of Liabilities — 0.37%        684,841 
NET ASSETS — 100.00%       $186,001,133 

 

 

(a)

Non-income producing security.

(b)

Rate disclosed is the seven day effective yield as of April 30, 2018.

ETF - Exchange-Traded Fund

SPDR - Standard & Poor’s Depositary Receipt

 

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.

 

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

 

12

 

 


SMI DYNAMIC ALLOCATION FUND
SCHEDULE OF INVESTMENTS
April 30, 2018 (Unaudited)


 

MUTUAL FUNDS – 0.93%  Shares   Fair Value 
Gold Bullion Strategy Fund/The, Investor Class   60,870   $1,370,783 
Total Mutual Funds (Cost $1,400,000)        1,370,783 
           
EXCHANGE-TRADED FUNDS – 99.00%          
iShares MSCI EAFE ETF (a)   770,200    54,483,947 
PowerShares DB Gold Fund (a) (b)   950,500    39,502,780 

SPDR S&P 500® ETF (a)

   197,200    52,161,372 
Total Exchange-Traded Funds (Cost $127,714,144)        146,148,099 
           
MONEY MARKET FUNDS – 0.36%          
Fidelity Investments Money Market Government Portfolio - Institutional Class, 1.62% (c)   534,813    534,813 
Total Money Market Funds (Cost $534,813)        534,813 
Total Investments — 100.29% (Cost $129,648,957)       $148,053,695 
Liabilities in Excess of Other Assets — (0.29)%        (429,871)
NET ASSETS — 100.00%       $147,623,824 

 

 

(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 April 30, 2018, the percentage of net assets invested in iShares MSCI EAFE ETF, PowerShares DB Gold Fund and SPDR S&P 500® ETF were 36.91%, 26.76% and 35.33%, respectively, of the Fund.

(b)

Non-income producing security.

(c)

Rate disclosed is the seven day effective yield as of April 30, 2018.

ETF - Exchange-Traded Fund

SPDR - Standard & Poor’s Depositary Receipt

 

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

 

13

 

 


SMI 50/40/10 FUND
SCHEDULE OF INVESTMENTS
April 30, 2018 (Unaudited)


 

MUTUAL FUNDS – 38.72%  Shares   Fair Value 
Advisory Research International Small Cap Value Fund, Institutional Class   34,771   $500,000 
Aegis Value Fund, Inc.   39,189    788,869 
AllianzGI International Small-Cap Fund, Institutional Class   10,714    495,000 
Berkshire Focus Fund   8,304    200,626 
Delaware Smid Cap Growth Fund, Institutional Class   1,548    47,972 
Fidelity Select Defense and Aerospace Portfolio   727    124,005 
Fidelity Select Energy Portfolio   4,241    200,000 
Fidelity Select Retailing Portfolio   1,390    200,000 
Fidelity Select Software & IT Services Portfolio   691    119,201 
Fidelity Select Technology Portfolio   650    110,423 
Hodges Small Cap Fund, Institutional Class   39,076    802,224 
Hotchkis and Wiley Mid-Cap Value Fund, Institutional Class   20,134    780,000 
Invesco American Value Fund, Class R5   13,402    520,000 
JPMorgan Small Cap Growth Fund, Class L   45,049    867,200 
Kinetics Small Cap Opportunities Fund, Institutional Class (a)   15,798    900,000 
Morgan Stanley International Opportunity Portfolio, Class A   32,600    764,797 
Morgan Stanley Multi-Cap Growth Trust, Institutional Class   28,890    1,106,189 
Oakmark International Fund, Investor Class   50    1,421 
Oppenheimer International Small-Mid Company Fund, Class Y   100    5,082 
PRIMECAP Odyssey Aggressive Growth Fund   3,230    151,593 
ProFunds Internet UltraSector ProFund, Investor Class   2,430    198,129 
ProFunds Semiconductor UltraSector ProFund, Investor Class   37,477    2,120,821 
ProFunds Technology UltraSector ProFund, Investor Class   1,068    120,778 
Royce Opportunity Fund, Investment Class   100    1,331 
T. Rowe Price Global Technology Fund   7,169    124,672 
Toreador Core Fund, Institutional Class   39,995    711,115 
Touchstone Sands Capital Institutional Growth Fund, Institutional Class   32,566    750,000 
Vanguard International Growth Fund, Admiral Class   6,454    636,354 
Virtus KAR Small-Cap Growth Fund, Institutional Class   31,376    969,514 
Wasatch International Growth Fund, Investor Class   100    3,576 
Total Mutual Funds (Cost $13,047,796)        14,320,892 

 

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

 

14

 

 


SMI 50/40/10 FUND
SCHEDULE OF INVESTMENTS
April 30, 2018 (Unaudited) – (Continued)


 

EXCHANGE-TRADED FUNDS – 59.54%  Shares   Fair Value 
Alpha Architect U.S. Quantitative Value ETF   3,000   $89,250 
iShares Edge MSCI USA Momentum Factor ETF   10,150    1,080,468 
iShares Global Timber & Forestry ETF   3,000    241,050 
iShares MSCI EAFE ETF   92,435    6,538,851 
iShares U.S. Broker-Dealers & Securities Exchanges ETF   3,000    197,430 
PowerShares DB Gold Fund (a)   154,580    6,424,344 
PowerShares S&P SmallCap Health Care Portfolio   2,100    240,765 
SPDR Dow Jones Industrial Average ETF   2,890    698,051 

SPDR S&P 500® ETF

   24,625    6,513,559 
Total Exchange-Traded Funds (Cost $19,846,520)        22,023,768 
           
MONEY MARKET FUNDS – 2.42%          
Fidelity Investments Money Market Government Portfolio - Institutional Class, 1.62% (b)   895,594    895,594 
Total Money Market Funds (Cost $895,594)        895,594 
Total Investments — 100.68% (Cost $33,789,910)       $37,240,254 
Liabilities in Excess of Other Assets — (0.68)%        (249,935)
NET ASSETS — 100.00%       $36,990,319 

 

 

(a)

Non-income producing security.

(b)

Rate disclosed is the seven day effective yield as of April 30, 2018.

ETF - Exchange-Traded Fund

SPDR - Standard & Poor’s Depositary Receipt

 

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

 

15

 

 


SMI FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
April 30, 2018 (Unaudited)


 

   Sound Mind
Investing Fund
   SMI Dynamic
Allocation Fund
   SMI
50/40/10 Fund
 
Assets            
Investments in securities at fair value (cost $167,969,439, $129,648,957 and $33,789,910)  $185,316,292   $148,053,695   $37,240,254 
Receivable for fund shares sold   18,344    60,102    114,869 
Receivable for investments sold   3,720,016        5,871,408 
Dividends receivable   8,430    1,191    2,999 
Prepaid expenses   27,129    27,837    26,730 
Total Assets   189,090,211    148,142,825    43,256,260 
                
Liabilities               
Payable for fund shares redeemed   147,398    377,411    1,261 
Payable for investments purchased   2,765,000        6,229,132 
Payable to Adviser   154,678    123,755    16,679 
Payable to Administrator   9,346    6,691    7,467 
Payable to trustees   2,882    2,479    1,410 
Other accrued expenses   9,774    8,665    9,992 
Total Liabilities   3,089,078    519,001    6,265,941 
Net Assets  $186,001,133   $147,623,824   $36,990,319 
                
Net Assets consist of:               
Paid-in capital   155,068,598    141,056,911    33,687,520 
Accumulated net investment loss   (386,522)   (361,086)   (337,607)
Accumulated undistributed net realized gain (loss) from investments   13,972,204    (11,476,739)   190,062 
Net unrealized appreciation on investments   17,346,853    18,404,738    3,450,344 
Net Assets  $186,001,133   $147,623,824   $36,990,319 
Shares outstanding (unlimited number of shares authorized, no par value)   15,592,056    12,584,470    3,841,125 
Net asset value ("NAV"), offering and redemption price per share  $11.93   $11.73   $9.63 

 

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

 

16

 

 


SMI FUNDS
STATEMENTS OF OPERATIONS
For the six months ended April 30, 2018 (Unaudited)


 

   Sound Mind
Investing Fund
   SMI Dynamic
Allocation Fund
   SMI
50/40/10 Fund
 
Investment Income            
Dividend income  $732,512   $1,464,377   $146,242 
Total investment income   732,512    1,464,377    146,242 
                
Expenses               
Investment Adviser   971,268    792,522    119,358 
Administration   23,875    19,679    7,134 
Transfer agent   15,147    6,467    3,528 
Fund accounting   13,233    10,907    1,570 
Registration   13,226    13,412    11,959 
Printing   13,167    10,180    3,066 
Insurance   10,683    8,930    2,230 
Audit and tax preparation   8,529    8,529    8,672 
Legal   8,423    8,443    28,878 
Custodian   7,815    4,212    2,092 
Compliance   4,016    4,016    4,016 
Trustee   4,001    3,878    3,168 
Line of credit   3,207    2,651    373 
Interest expense   1,207    431    236 
Miscellaneous   21,237    17,036    5,838 
Total expenses   1,119,034    911,293    202,118 
Fees contractually waived by Adviser           (28,492)
Net operating expenses   1,119,034    911,293    173,626 
Net investment income (loss)   (386,522)   553,084    (27,384)
                
Net Realized and Change in Unrealized Gain (Loss) on Investments               
Long term capital gain dividends from investment companies   3,109,627        22,049 
Net realized gain on investment securities transactions   11,629,565    593,006    893,071 
Net change in unrealized appreciation (depreciation) on investment securities   (5,163,497)   192,134    364,304 
Net realized and change in unrealized gain on investments   9,575,695    785,140    1,279,424 
Net increase in net assets resulting from operations  $9,189,173   $1,338,224   $1,252,040 

 

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

 

17

 

 


SOUND MIND INVESTING FUND
STATEMENTS OF CHANGES IN NET ASSETS


 

   For the Six
Months Ended
April 30, 2018
(Unaudited)
   For the Year
Ended
October 31, 2017
 
Increase (Decrease) in Net Assets due to:          
Operations          
Net investment income (loss)  $(386,522)  $(811,053)
Long term capital gain dividends from investment companies   3,109,627    3,707,396 
Net realized gain (loss) on investment securities transactions   11,629,565    17,916,976 
Net change in unrealized appreciation (depreciation) of investment securities   (5,163,497)   17,865,419 
Net increase in net assets resulting from operations   9,189,173    38,678,738 
           
Distributions From          
Net realized gains   (17,930,314)    
Total distributions   (17,930,314)    
           
Capital Transactions          
Proceeds from shares sold   7,473,040    11,847,763 
Reinvestment of distributions   17,486,000     
Amount paid for shares redeemed   (26,781,139)   (48,640,819)
Proceeds from redemption fees (a)       649 
Net decrease in net assets resulting from capital transactions   (1,822,099)   (36,792,407)
Total Increase (Decrease) in Net Assets   (10,563,240)   1,886,331 
           
Net Assets          
Beginning of period   196,564,373    194,678,042 
End of period  $186,001,133   $196,564,373 
Accumulated net investment income (loss)  $(386,522)  $ 
           
Share Transactions          
Shares sold   611,058    1,045,399 
Shares issued in reinvestment of distributions   1,493,254     
Shares redeemed   (2,206,380)   (4,260,796)
Net decrease in shares outstanding   (102,068)   (3,215,397)

 

 

(a)

Prior to February 28, 2017 the Fund charged a 2% redemption fee on shares redeemed within 60 days of purchase.

 

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

 

18

 

 


SMI SMI DYNAMIC ALLOCATION FUND
STATEMENTS OF CHANGES IN NET ASSETS


 

   For the Six
Months Ended
April 30, 2018
(Unaudited)
   For the Year
Ended
October 31, 2017
 
Increase (Decrease) in Net Assets due to:        
Operations        
Net investment income (loss)  $553,084   $940,787 
Net realized gain (loss) on investment securities transactions   593,006    (7,171,526)
Net change in unrealized appreciation (depreciation) of investment securities   192,134    18,122,234 
Net increase in net assets resulting from operations   1,338,224    11,891,495 
           
Distributions From          
Net investment income   (1,496,250)   (414,783)
Total distributions   (1,496,250)   (414,783)
           
Capital Transactions          
Proceeds from shares sold   11,099,834    18,896,033 
Reinvestment of distributions   1,459,188    405,068 
Amount paid for shares redeemed   (26,779,098)   (49,181,394)
Proceeds from redemption fees (a)       1,553 
Net decrease in net assets resulting from capital transactions   (14,220,076)   (29,878,740)
Total Increase (Decrease) in Net Assets   (14,378,102)   (18,402,028)
           
Net Assets          
Beginning of period   162,001,926    180,403,954 
End of period  $147,623,824   $162,001,926 
Accumulated net investment income (loss)  $(361,086)  $582,080 
           
Share Transactions          
Shares sold   928,318    1,689,987 
Shares issued in reinvestment of distributions   122,108    38,214 
Shares redeemed   (2,253,646)   (4,456,279)
Net decrease in shares outstanding   (1,203,220)   (2,728,078)

 

 

(a)

Prior to February 28, 2017 the Fund charged a 2% redemption fee on shares redeemed within 60 days of purchase.

 

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

 

19

 

 


SMI 50/40/10 FUND
STATEMENTS OF CHANGES IN NET ASSETS


 

   For the Six
Months Ended
April 30, 2018
(Unaudited)
   For the Year
Ended
October 31, 2017
 
Increase (Decrease) in Net Assets due to:        
Operations        
Net investment income loss  $(27,384)  $(33,430)
Long term capital gain dividends from investment companies   22,049    85,188 
Net realized gain on investment securities transactions   893,071    349,690 
Net change in unrealized appreciation of investment securities   364,304    2,833,847 
Net increase in net assets resulting from operations   1,252,040    3,235,295 
           
Distributions From          
Net investment income   (227,964)   (48,002)
Net realized gains   (310,556)    
Total distributions   (538,520)   (48,002)
           
Capital Transactions          
Proceeds from shares sold   4,773,047    6,814,504 
Reinvestment of distributions   518,422    46,319 
Amount paid for shares redeemed   (4,329,227)   (6,405,146)
Proceeds from redemption fees (a)       1,251 
Issued in connection with Fund merger (b)   13,307,786     
Net increase in net assets resulting from capital transactions   14,270,028    456,928 
Total Increase in Net Assets   14,983,548    3,644,221 
           
Net Assets          
Beginning of period   22,006,771    18,362,550 
End of period  $36,990,319   $22,006,771 
Accumulated net investment loss  $(337,607)  $(82,259)
           
Share Transactions          
Shares sold (c)   565,251    (771,162)
Shares issued in reinvestment of distributions (c)   53,608    5,561 
Shares redeemed (c)   (433,424)   (736,085)
Issued in connection with Fund merger (b)   1,373,960     
Net increase in shares outstanding   1,559,395    40,638 

 

 

(a)

Prior to February 28, 2017 the Fund charged a 2% redemption fee on shares redeemed within 60 days of purchase.

(b)

See Note 1 of the Notes to the Financial Statements.

(c)

As described in Note 1 of the Notes to the Financial Statements, the share amounts have been adjusted for a stock split that occurred on April 27, 2018.

 

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

 

20

 

 


SOUND MIND INVESTING FUND
FINANCIAL HIGHLIGHTS
(For a share outstanding during each period)


 

   For the
Six Months
Ended
April 30,
2018
(Unaudited)
 
Selected Per Share Data:    
Net asset value, beginning of period  $12.52 
      
Income from investment operations:     

Net investment income (loss) (a) 

   (0.02)
Net realized and unrealized gain   0.60 
Total from investment operations   0.58 
      
Less Distributions to Shareholders:     
From net investment income    
From net realized gain   (1.17)
Total distributions   (1.17)
Paid in capital from redemption fees    
Net asset value, end of period  $11.93 
      

Total Return (e)

   4.83%(f) 
      
Ratios and Supplemental Data:     
Net assets, end of period (000)  $186,001 

Ratio of expenses to average net assets (g) 

   1.15%(i) 

Ratio of expenses to average net assets excluding interest expense (g)(h) 

   1.15%(i) 

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

   (0.40)%(i) 
Portfolio turnover rate   65.63%(f) 

 

 

(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 correspond 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)

Not Annualized.

(g)

These ratios exclude the impact of expenses of the underlying funds in which the Fund invests as represented in the Schedule of Investments.

(h)

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.

(i)

Annualized.

(j)

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.

 

21

 

 


SOUND MIND INVESTING FUND
FINANCIAL HIGHLIGHTS
(For a share outstanding during each period) – (Continued)


 

Year Ended
October 31,
2017
   Year Ended
October 31,
2016
   Year Ended
October 31,
2015
   Year Ended
October 31,
2014
   Year Ended
October 31,
2013
 
                  
$10.30   $11.76   $13.94   $14.47   $11.36 
                       
                       
 (0.05)   0.01    (0.08)   (0.09)   (0.05)
 2.27    0.04(b)    0.16    1.12    3.66 
 2.22    0.05    0.08    1.03    3.61 
                       
                       
         (0.07)   (0.05)   (c) 
     (1.51)   (2.19)   (1.51)   (0.50)
     (1.51)   (2.26)   (1.56)   (0.50)
 (d)    (d)    (d)    (d)    (d) 
$12.52   $10.30   $11.76   $13.94   $14.47 
                       
 21.55%   0.55%   0.16%   7.38%   33.01%
                       
                       
$196,564   $194,678   $227,339   $282,670   $293,035 
 1.15%   1.16%   1.14%   1.09%   1.17%
 1.15%   1.15%   1.13%   1.11%   1.17%
 (0.41)%   0.15%   (0.59)%   (0.64)%   (0.41)%
 176.40%   131.40%   216.17%   135.60%   93.59%

 

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

 

22

 

 


SMI DYNAMIC ALLOCATION FUND
FINANCIAL HIGHLIGHTS
(For a share outstanding during each period)


 

   For the
Six Months
Ended
April 30,
2018 (Unaudited)
 
Selected Per Share Data:    
Net asset value, beginning of period  $11.75 
      
Income from investment operations:     

Net investment income (b) 

   0.04 
Net realized and unrealized gain (loss)   0.05 
Total from investment operations   0.09 
      
Less Distributions to Shareholders:     
From net investment income   (0.11)
From net realized gains    
Total distributions   (0.11)
Paid in capital from redemption fees    
Net asset value, end of period  $11.73 
      

Total Return (d)

   0.75%(e) 
      
Ratios and Supplemental Data:     
Net assets, end of period (000)  $147,624 

Ratio of expenses to average net assets (f) 

   1.15%(h) 

Ratio of expenses to average net assets excluding interest expense (f)(g) 

   1.15%(h) 

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

   0.70%(h) 
Portfolio turnover rate   26.92%(e) 

 

 

(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)

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.

(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.

 

23

 

 


SMI DYNAMIC ALLOCATION FUND
FINANCIAL HIGHLIGHTS
(For a share outstanding during each period) – (Continued)


 

Year Ended
October 31,
2017
   Year Ended
October 31,
2016
   Year Ended
October 31,
2015
   Year Ended
October 31,
2014
  

Year Ended
October 31,
2013
(a)

 
                  
$10.92   $10.99   $11.81   $10.95   $10.00 
                       
                       
 0.07    0.09    0.19    0.23    0.05 
 0.79    (0.02)   (0.69)   0.81    0.90 
 0.86    0.07    (0.50)   1.04    0.95 
                       
                       
 (0.03)   (0.14)   (0.23)   (0.18)    
         (0.09)        
 (0.03)   (0.14)   (0.32)   (0.18)    
 (c)    (c)    (c)    (c)    (c) 
$11.75   $10.92   $10.99   $11.81   $10.95 
                       
 7.87%   0.62%   (4.52)%   9.64%   9.50%(e) 
                       
                       
$162,002   $180,404   $197,539   $147,003   $68,290 
 1.16%   1.15%   1.15%   1.20%   1.30%(h) 
 1.15%   1.15%   1.15%   1.20%   1.30%(h) 
 0.57%   0.80%   1.62%   2.13%   0.94%(h) 
 247.10%   151.88%   248.18%   134.71%   68.64%(e) 

 

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

 

24

 

 


SMI 50/40/10 FUND
FINANCIAL HIGHLIGHTS
(For a share outstanding during each period)


 

   For the
Six Months
Ended
April 30,
2018 (Unaudited)
 

Selected Per Share Data: (b)

     
Net asset value, beginning of period  $9.65 
      
Income from investment operations:     

Net investment income (loss) (c) 

   (0.01)(d) 
Net realized and unrealized gain (loss)   0.22 
Total from investment operations   0.21 
      
Less Distributions to Shareholders:     
From net investment income   (0.10)
From return of capital   (0.13)
Total distributions   (0.23)
Paid in capital from redemption fees    
Net asset value, end of period  $9.63 
      

Total Return (f)

   2.16%(g) 
      
Ratios and Supplemental Data:     
Net assets, end of period (000)  $36,990 

Ratio of expenses to average net assets (h) 

   1.45%(j) 

Ratio of expenses to average net assets excluding interest expense (h)(i) 

   1.45%(j) 

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

   1.69%(j) 

Ratio of net investment income (loss) to average net assets (c)(k) 

   (0.23)%(j) 
Portfolio turnover rate   70.99%(g) 

 

 

(a)

For the period April 29, 2015 (the date the Fund commenced operations) through October 31, 2015.

(b)

As described in Note 1 of the Notes to the Financial Statements, the per share amounts have been adjusted for a stock split that occurred on April 27, 2018.

(c)

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.

(d)

Per share net investment income has been determined on the basis of average shares outstanding during the period.

(e)

Amount is less than $0.005 per share.

(f)

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.

(g)

Not annualized.

(h)

These ratios exclude the impact of expenses of the underlying funds in which the Fund may invest, as represented in the Schedule of Investments.

(i)

These ratios do not include the effects of line of credit interest expense and borrowing costs.

(j)

Annualized.

(k)

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.

 

25

 

 


SMI 50/40/10 FUND
FINANCIAL HIGHLIGHTS
(For a share outstanding during each period) – (Continued)


 

Year Ended
October 31,
2017
   Year Ended
October 31,
2016
  

Period Ended
October 31,
2015
(a)

 
          
$8.20   $8.13   $8.83 
             
             
 (0.01)   0.03    (e) 
 1.49    0.08    (0.70)
 1.48    0.11    (0.70)
             
             
 (0.03)   (0.04)    
          
 (0.03)   (0.04)    
 (e)    (e)    (e) 
$9.65   $8.20   $8.13 
             
 17.99%   1.44%   (8.00)%(g) 
             
             
$22,007   $18,363   $13,147 
 1.46%   1.45%   1.45%(j) 
 1.45%   1.45%   1.45%(j) 
 1.56%   1.76%   2.75%(j) 
 (0.17)%   0.30%   (0.09)%(j) 
 212.36%   146.24%   184.30%(g) 

 

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

 

26

 

 


SMI FUNDS
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2018 (Unaudited)


 

NOTE 1. ORGANIZATION

 

The Sound Mind Investing Fund (“SMI Fund”), SMI Dynamic Allocation Fund and SMI 50/40/10 Fund (formerly the SMI Conservative Allocation Fund) (each a “Fund” and collectively, the “Funds”) are each a 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 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 Dynamic Allocation Fund and SMI 50/40/10 Fund seek total return.

 

At the close of business on April 27, 2018, the SMI Conservative Allocation Fund acquired all of the assets and assumed all of the liabilities of the previous SMI 50/40/10 Fund (the “Former 50/40/10 Fund” or “Accounting Survivor”), pursuant to an agreement and plan of reorganization approved by the Board of Trustees on December 12, 2017. The reorganization qualified as a tax-free reorganization for federal income tax purposes with no gain or loss recognized to the funds or their shareholders.

 

The acquisition was accomplished by a tax-free exchange of 2,169,930 shares of the Former 50/40/10 Fund (valued at $23,793,687) for 2,456,576 shares of the SMI Conservative Allocation Fund outstanding on April 27, 2018. Upon completion of this exchange, the SMI Conservative Allocation Fund changed its name to the SMI 50/40/10 Fund and assumed the accounting and performance history of the Former 50/40/10 Fund along with adopting the investment strategies that were employed by the Former 50/40/10 Fund. For financial reporting purposes, assets received and shares issued by the SMI Conservative Allocation Fund were recorded at fair value, however, the identified cost of the investments received from the Former 50/40/10 Fund were carried forward to align ongoing reporting for the Accounting Survivor’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. The aggregate net assets of the SMI Conservative Allocation Fund immediately before the acquisition were $13,307,786. The aggregate net assets of the Former 50/40/10 Fund at April 27, 2018 of $23,793,687 including $2,713,961 of unrealized appreciation, were combined with those of the SMI Conservative Allocation Fund, resulting in combined aggregate net assets of $37,101,473.

 

Assuming the acquisition had been completed on November 1, 2017, the beginning of the semi-annual reporting period of the Accounting Survivor, the pro forma results of operations for the six months ended April 30, 2018, were as follows:

 

Net investment income  $80,146 
Net realized and change in unrealized gain on investments   4,396,672 
Net increase in net assets resulting from operations  $4,476,818 

 

27

 

 


SMI FUNDS
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2018 (Unaudited) – (Continued)


 

NOTE 1. ORGANIZATION – (Continued)

 

Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of the SMI Conservative Fund that have been included in the Accounting Survivor’s statement of operations since April 27, 2018.

 

Effective April 27, 2018, the Former SMI 50/40/10 Fund underwent a 1.132099-for-1 split. The effect of the share split transaction was to multiply the number of outstanding shares of the Former SMI 50/40/10 Fund by the split factor, with a corresponding decrease in the net asset value per share. This transaction did not change the net assets of the Former SMI 50/40/10 Fund or the value of a shareholder’s investment. The historical share transactions presented in the Statements of Changes in Net Assets and per share data presented in the Financial Highlights have been adjusted retroactively to give effect to the share split.

 

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 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 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.

 

As of and during the six months ended April 30, 2018, 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 six months ended April 30, 2018, the Funds did not incur any interest or penalties.

 

28

 

 


SMI FUNDS
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2018 (Unaudited) – (Continued)


 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES – (Continued)

 

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. 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 – Each Fund intends to distribute its net investment income and net realized long-term and short-term capital gains, if any, at least annually. Dividends and distributions 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 period 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 value per share of the Funds.

 

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 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.

 

29

 

 


SMI FUNDS
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2018 (Unaudited) – (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 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 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 net asset value (“NAV”) provided by the pricing service of the funds. 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 Fund 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

 

30

 

 


SMI FUNDS
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2018 (Unaudited) – (Continued)


 

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

 

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 in which the Funds may invest default or otherwise cease to have market quotations readily available.

 

    

Valuation Inputs

 
SMI Fund   

Level 1

    

Level 2

    

Level 3

    

Total

 
Mutual Funds  $144,512,591   $7,263   $   $144,519,854 
Exchange-Traded Funds   40,482,225            40,482,225 
Money Market Funds   314,213            314,213 
Total Investments  $185,309,029   $7,263   $   $185,316,292 

 

    

Valuation Inputs

 
SMI Dynamic Allocation Fund   

Level 1

    

Level 2

    

Level 3

    

Total

 
Mutual Funds  $1,370,783   $   $   $1,370,783 
Exchange-Traded Funds   146,148,099            146,148,099 
Money Market Funds   534,813            534,813 
Total Investments  $148,053,695   $   $   $148,053,695 

 

    

Valuation Inputs

 
SMI 50/40/10 Fund   

Level 1

    

Level 2

    

Level 3

    

Total

 
Mutual Funds  $14,320,892   $   $   $14,320,892 
Exchange-Traded Funds   22,023,768            22,023,768 
Money Market Funds   895,594            895,594 
Total Investments  $37,240,254   $   $   $37,240,254 

 

The Funds did not hold any investments at the end of 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.

 

 

31

 

 


SMI FUNDS
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2018 (Unaudited) – (Continued)


 

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

 

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 valued using observable inputs of a similar asset at the end of the period that were not at the beginning of the period. The transfers from Level 2 to Level 1 represent securities which were valued using unadjusted quoted prices at the end of the period that were not at the beginning of the period. The following is a summary of the transfer between Level 1 and Level 2 of the fair value hierarchy as of April 30, 2018 based on input levels assigned at October 31, 2017:

 

   Transfers
from Level 1
to Level 2
   Transfers
from Level 2
to Level 1
 
SMI Fund        
Mutual Funds  $7,263   $2,752,589 

 

NOTE 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

 

Under the terms of the investment advisory agreement with respect to each Fund (the “Advisory Agreements”), the Adviser is responsible for managing each Fund’s investments. As compensation for its management services, each Fund is obligated to pay the Adviser a fee based on the Fund’s average daily net assets as follows:

 

Fund Assets  SMI Fund
Management Fee
   SMI Dynamic Allocation Fund Management Fee   SMI 50/40/10 Fund Management Fee 
$1 – $100 million   1.00%   1.00%   0.90%
$100,000,001 – $250 million   1.00%   1.00%   0.80%
$250,000,001 to $500 million   0.90%   0.90%   0.70%
Over $500 million   0.80%   0.80%   0.60%
Management fees earned  $971,268   $792,522   $119,358 
Fees waived by Adviser           (28,492)

 

Management fees for the Former 50/40/10 Fund were 1.00% for the first $250 million in average daily net assets, 0.90% for the next $250 million in average daily net assets and 0.80% for average daily net assets over $500 million, prior to April 30, 2018.

 

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

 

32

 

 


SMI FUNDS
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2018 (Unaudited) – (Continued)


 

NOTE 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES – (Continued)

 

1.50% of the Fund’s average daily net assets with respect to the SMI Fund, 1.45% with respect to the SMI Dynamic Allocation Fund, and 1.15% with respect to the SMI 50/40/10 Fund. The contractual arrangement for the SMI Fund and the SMI Dynamic Allocation Fund is in place through February 28, 2019. The contractual arrangement for the SMI 50/40/10 Fund is in place through February 29, 2020. Prior to April 30, 2018, the Former 50/40/10 Fund’s expenses were limited to 1.45% of the Former 50/40/10 Fund’s average daily net assets.

 

Each fee waiver or expense reimbursement by the Adviser is subject to repayment by the applicable Fund within the three years following the date in which that particular 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 repayment or at the time of the waiver or expense reimbursement, whichever is lower.

 

As of April 30, 2018, the Adviser may seek repayment of investment advisory fee waivers and expense reimbursements of $231,644 from SMI 50/40/10 Fund, pursuant to the aforementioned conditions, no later than April 30, 2021.

 

The Trust retains Ultimus Fund Solutions, LLC (the “Administrator”), to provide the Funds with administration, compliance, fund accounting, and transfer agent services, including all regulatory reporting. Prior to April 12, 2018, Ultimus Asset Services, LLC, an affiliate of the Administrator, provided these services. 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/or employees of the Administrator. Unified Financial Securities, LLC (the “Distributor”) acts as the principal distributor of the Funds’ shares. For the six months ended April 30, 2018, fees for administration, compliance, fund accounting, and transfer agent services, and amounts due to the Administrator at April 30, 2018 were as follows:

 

   SMI Fund   SMI Dynamic
Allocation Fund
   SMI
50/40/10 Fund
 
Administration expenses  $23,875   $19,679   $7,134 
Compliance expenses   4,016    4,016    4,016 
Fund accounting expenses   13,233    10,907    1,570 
Transfer agent expenses   15,147    6,467    3,528 
Payable to Administrator   9,346    6,691    7,467 

 

There were no payments made to the Distributor by the Funds for the six months ended April 30, 2018.

 

33

 

 


SMI FUNDS
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2018 (Unaudited) – (Continued)


 

NOTE 5. INVESTMENTS

 

For the six months ended April 30, 2018, purchases and sales of investment securities, other than short- term investments were as follows:

 

    SMI Fund   SMI Dynamic
Allocation Fund
   SMI
50/40/10 Fund
 
Purchases             
 

Other

   $127,677,174   $42,098,484   $19,463,468 

Sales

                
 

Other

   $141,638,845   $54,803,188   $18,113,359 

 

There were no purchases or sales of long-term U.S. government obligations during the six months ended April 30, 2018.

 

NOTE 6. LINE OF CREDIT

 

During the six months ended April 30, 2018, 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 1, 2019. 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, 3.39% as of April 30, 2018. 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. To the extent that the line of credit is utilized, it will be collateralized by securities in the Funds’ portfolios.

 

 

34

 

 


SMI FUNDS
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2018 (Unaudited) – (Continued)


 

NOTE 6. LINE OF CREDIT – (Continued)

 

As of April 30, 2018, 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
 
SMI Fund  $1,253,571    2.98%   14   $1,207   $2,150,000 
SMI Dynamic Allocation Fund   489,063    3.15%   16    431    1,500,000 
SMI 50/40/10 Fund   328,125    3.06%   8    236    1,050,000 

 

(a)

Averages based on the number of days outstanding.

(b)

Number of Days Outstanding represents the total days during the six months ended April 30, 2018, that a Fund utilized the Line of Credit.

 

NOTE 7. 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 April 30, 2018, National Financial Services Corporation (“NFS”) for the benefit of others, held 25% and 35% of the SMI Fund and SMI Dynamic Allocation Fund, respectively. It is not known whether NFS or any of the underlying beneficial owners owned or controlled more than 25% of the voting securities of the Funds.

 

NOTE 8. FEDERAL TAX INFORMATION

 

At April 30, 2018, the net unrealized appreciation (depreciation) of investments for tax purposes was as follows:

 

   SMI Fund   SMI Dynamic
Allocation Fund
   SMI 50/40/10
Fund
 
Gross appreciation  $18,082,245   $19,435,307   $3,639,655 
Gross (depreciation)   (736,920)   (1,030,569)   (191,031)
Net appreciation on investments  $17,345,325   $18,404,738   $3,448,624 
Tax cost of investments  $167,970,967   $129,648,958   $33,791,630 

 

35

 

 


SMI FUNDS
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2018 (Unaudited) – (Continued)


 

NOTE 8. FEDERAL TAX INFORMATION – (Continued)

 

The tax characterization of distributions for the fiscal year ended October 31, 2017, was as follows:

 

   SMI Fund   SMI Dynamic Allocation Fund   SMI
50/40/10 Fund
 
Distributions paid from:*            
Ordinary income  $   $414,783   $34,523 
Total taxable distributions  $   $414,783   $34,523 
Tax return of capital           13,479 
Total distributions paid  $   $414,783   $48,002 

 


*

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

 

At October 31, 2017, the Funds’ most recent fiscal year end, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

 

   SMI Fund   SMI Dynamic Allocation Fund   SMI
50/40/10 Fund
 
Accumulated undistributed ordinary income  $6,624,525   $582,080   $ 
Accumulated undistributed long-term capital gains   10,540,329         
Accumulated capital and other losses       (12,069,745)   (495,041)
Unrealized appreciation (depreciation)   22,508,822    18,212,604    3,084,320 
   $39,673,676   $6,724,939   $2,589,279 

 

At October 31, 2017, the difference between book basis and tax basis unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales.

 

At October 31, 2017, the following Funds had net capital loss carryforwards which are available to offset future net capital gains, if any:

 

    SMI Dynamic
Allocation Fund
   SMI 50/40/10 Fund 
   Short-Term   Long-Term   Short-Term   Long-Term 
Non-Expiring

   $10,605,086   $1,464,659   $412,782   $ 

 

Capital loss carryforwards are available to offset future realized capital gains and thereby reduce further taxable gain distributions. During the fiscal year ended October 31, 2017, the SMI Fund and SMI 50/40/10 Fund utilized $3,359,621 and $447,277, respectively of their capital loss carryforwards.

 

36

 

 


SMI FUNDS
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2018 (Unaudited) – (Continued)


 

NOTE 8. FEDERAL TAX INFORMATION – (Continued)

 

For the tax year ended October 31, 2017, the following Funds deferred late year ordinary losses of:

 

    Qualified Late
Year Ordinary
Losses
 
 

SMI 50/40/10 Fund

   $82,259 

 

NOTE 9. 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 10. 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.

 

NOTE 11. PROXY VOTING RESULTS

 

On April 24, 2018, a special meeting of the shareholders of the Former 50/40/10 Fund was held at the offices of the Trust for the purpose of approving an agreement and plan of reorganization by and between the Former 50/40/10 Fund and the SMI Conservative Allocation 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 Former 50/40/10 Fund from the special meeting:

 

To approve an agreement and plan of reorganization by and between the Former 50/40/10 Fund and the SMI Conservative Allocation Fund, providing for the reorganization of the Former 50/40/10 Fund with and into the SMI Conservative Allocation Fund.

 

For

Against

Abstain

1,335,885

106

 

37

 

 


SUMMARY OF FUND EXPENSES – (Unaudited)


 

As a shareholder of one of the Funds, you incur two types of costs: (1) transaction costs 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 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 November 1, 2017 through April 30, 2018.

 

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 November 1, 2017 through April 30, 2018” 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. 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.

 

SMI Fund

Beginning
Account Value
November 1, 2017

Ending
Account Value
April 30, 2018

Expenses Paid
During Period
November 1, 2017 –
April 30, 2018 (a)

Actual

$1,000.00

$1,048,30

$5.85

Hypothetical (b)

$1,000.00

$1,019.08

$5.77

 

(a)

Expenses are equal to the Fund’s annualized expense ratio of 1.15%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the partial year period).

(b)

Assumes a 5% return before expenses.

 

38

 

 


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


 

SMI
Dynamic Allocation
Fund

Beginning
Account Value
November 1, 2017

Ending
Account Value
April 30, 2018

Expenses Paid
During Period
November 1, 2017 –
April 30, 2018 (a)

Actual

$1,000.00

$1,007.50

$5.73

Hypothetical (b)

$1,000.00

$1,019.09

$5.76

 

(a) Expenses are equal to the Fund’s annualized expense ratio of 1.15%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the partial year period).
(b) Assumes a 5% return before expenses.

 

SMI 50/40/10 Fund

Beginning
Account Value
November 1, 2017

Ending
Account Value
April 30, 2018

Expenses Paid
During Period
November 1, 2017 –
April 30, 2018 (a)

Actual

$1,000.00

$1,021.60

$7.28

Hypothetical (b)

$1,000.00

$1,017.59

$7.27

 

(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 181/365 (to reflect the partial year period).
(b) Assumes a 5% return before expenses.

 

39

 

 


INVESTMENT ADVISORY AGREEMENT APPROVAL
(Unaudited)


 

At a meeting held on December 12, 2017, the Board of Trustees (the “Board”) considered the renewal of the Investment Advisory Agreements (the “SMI Agreements”) between Valued Advisers Trust (the “Trust”) and SMI Advisory Services, LLC (“SMI”) with respect to the Sound Mind Investing Fund, the SMI Dynamic Allocation Fund, the SMI Conservative Allocation Fund, the SMI Bond Fund, and the SMI 50/40/10 Fund (the “SMI Funds”). SMI provided written information to the Board to assist the Board in its considerations.

 

The Board discussed the contractual arrangements between SMI and the Trust with respect to the SMI Funds. They reflected upon the Board’s prior experience with SMI in managing the SMI Funds, as well as their earlier discussion with the representatives of SMI. Counsel directed the Trustees to a memorandum from his firm that summarized, among other things, the fiduciary duties and responsibilities of the Board in reviewing and approving the SMI Agreements. Trust counsel discussed with the Trustees the types of information and factors that they should consider when considering the renewal of the SMI Agreements, including: (i) the nature, extent, and quality of the services to be provided by SMI; (ii) the investment performance of the SMI Funds; (iii) the costs of the services to be provided and anticipated profits to be realized by SMI from its relationship with the SMI Funds; (iv) the extent to which economies of scale would be realized if the SMI Funds grow and whether the advisory fee structure reflects those economies of scale for the benefit of the SMI Funds’ investors; and (v) SMI’s practices regarding possible conflicts of interest and potential benefits derived from its relationship with the SMI Funds.

 

In assessing these factors and reaching its decisions, the Board took into consideration information furnished by SMI 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 SMI Funds and their shareholders by SMI; (ii) quarterly assessments of the investment performance of the SMI Funds by personnel of SMI; (iii) commentary on the reasons for the performance; (iv) presentations by SMI addressing its investment philosophy, investment strategy, personnel, and operations; (v) compliance and audit reports concerning the SMI Funds and SMI; (vi) disclosure information contained in the registration statement of the Trust for the SMI Funds and the Form ADV of SMI; and (vii) a memorandum from counsel, that summarized the fiduciary duties and responsibilities of the Board in reviewing and approving the SMI Agreements. The Board also requested and received various informational materials including, without limitation: (a) documents containing information about SMI, including its financial information; a description of its personnel and the services it provides to the SMI Funds; information on SMI’s investment advice and performance; summaries of the SMI Funds’ expenses, compliance program, current legal matters, and other general information; (b) comparative expense and performance information for other mutual funds with strategies similar to the SMI Funds; and (c) the benefits to be realized by SMI from its relationship with the SMI Funds. The Board did not identify any particular information that was most relevant to its consideration of the SMI Agreements 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 SMI. In this regard, the Board considered SMI’s responsibilities under the SMI Agreements. The Trustees considered the services being provided by SMI to the SMI Funds, 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 investment objectives and limitations,

 

40

 

 


INVESTMENT ADVISORY AGREEMENT APPROVAL
(Unaudited), (Continued)


 

its coordination of services for the SMI Funds among the service providers to the SMI Funds and its efforts to promote the SMI Funds and grow their assets. The Trustees considered SMI’s continuity of, and commitment to retain, qualified personnel and SMI’s commitment to maintain and enhance its resources and systems. The Trustees considered SMI’s personnel, including the education and experience of SMI’s personnel. After considering the foregoing information and further information in the Meeting materials provided by SMI (including SMI’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 SMI were satisfactory and adequate for the SMI Funds.

 

2.

Investment Performance of the SMI Funds and SMI. In considering the investment performance of the SMI Funds and SMI, the Trustees compared the performance of the SMI Funds with the performance of funds in the same Morningstar category, as well as with peer group data. They also compared the performance of the SMI Funds to the performance of composites of separately managed accounts (“SMAs”) utilizing the same strategies utilized by the SMI Funds. The Trustees also considered the consistency of SMI’s management of the SMI Funds with each of the SMI Fund’s investment objective, strategies, and limitations. The Trustees noted that the performance of each of the various SMA strategies was comparable to the performance of the applicable SMI Fund(s) using those strategies. They considered the explanations provided by SMI regarding the reasons for differences in performance, and determined them to be reasonable. The Trustees noted and gave significant consideration to SMI’s view that the “upgrading” strategy utilized by the Sound Mind Investing Fund did not allow it to be appropriately compared to any particular peer category, although data for the Morningstar category was reviewed and considered. The Trustees observed that the Sound Mind Investing Fund underperformed compared to its category for the year-to-date, one year, three year, five year, and ten year periods ended September 30, 2017, but outperformed for the one month and three month periods. They also noted that the Sound Mind Investing Fund performed below its benchmarks for the one year, three year, and five year periods. The Trustees observed that the SMI Conservative Allocation Fund performed below the average and median performance measures for its peer category during the most recent one month, three month, year-to-date, one year, and three year periods ended September 30, 2017. For the five year period, they noted that the SMI Conservative Allocation Fund’s performance was comparable to the category average and median. They also noted that the SMI Conservative Allocation Fund outperformed as compared to its peer group for the three month, year-to-date, and five year periods, while it underperformed for the one month, one year, and three year periods. The Trustees noted that the equity portion of the SMI Conservative Allocation Fund utilized the “upgrading” strategy of the Sound Mind Investing Fund and that, as such, there was likely an impact on the performance of the SMI Conservative Allocation Fund. With respect to the SMI Dynamic Allocation Fund, the Trustees noted that the fund performed below the category average and median for all periods ended September 30, 2017. They also noted that the SMI Dynamic Allocation Fund performed comparably to its peer group for the year-to-date period, but underperformed for all other periods presented. The Trustees observed that the SMI 50/40/10 Fund underperformed as compared to its category average and median for the one year period ended September 30, 2017, but had outperformed the category for the one month, three month, and year-to-date periods. As compared to its peer group, the Trustees noted that the SMI 50/40/10 Fund had outperformed for all periods presented. The Trustees observed that the SMI Bond Fund had performed below its category average and median

 

41

 

 


INVESTMENT ADVISORY AGREEMENT APPROVAL
(Unaudited), (Continued)


 

for the one month, three month, year-to-date, and one year periods ended September 30, 2017. They also observed that the SMI Bond Fund had performed comparably to its peer group average and median for the three month period, had outperformed for the year-to-date period, and underperformed for the one month and one year periods ended September 30, 2017. After reviewing and discussing the investment performance of the SMI Funds further, SMI’s experience managing the SMI Funds, and other relevant factors, the Board concluded, in light of all the facts and circumstances, that the investment performance of the SMI Funds was acceptable.

 

3.

The costs of the services to be provided and profits to be realized by SMI from the relationship with the SMI Funds. In considering the costs of services to be provided and the profits to be realized by SMI from the relationship with the SMI Funds, the Trustees considered: (1) SMI’s financial condition; (2) asset levels of the SMI Funds; (3) the overall expenses of the SMI Funds; and (4) the nature and frequency of advisory fee payments. The Trustees reviewed information provided by SMI regarding its profits associated with managing the SMI Funds. The Trustees also considered potential benefits for SMI in managing the SMI Funds. The Trustees then compared the fees and expenses of the SMI Funds (including the management fee) to other comparable mutual funds, including each of the SMI Fund’s Morningstar category averages, and each of the SMI Fund’s peer group averages. The Trustees noted that the Sound Mind Investing Fund’s management fee and net expense ratio were higher than the Morningstar category average and median, but were very comparable to the ratios of the fund considered by SMI to be the closest competitor. With respect to the SMI Conservative Allocation Fund and the SMI Dynamic Allocation Fund, the Trustees observed that the management fees were higher than the category average and median, while the net expense ratios were slightly higher than the category average and median. They also noted that the SMI Conservative Allocation Fund’s management fee and net expense ratio were lower than those of its peer group, and the SMI Dynamic Allocation Fund’s management fee was very comparable to its peer group, while its net expense ratio was lower than the average of its peer group. With respect to the SMI Bond Fund, the Trustees observed that the management fee was slightly higher than the category average, but the net expense ratio was lower than the category average. They also noted that the management fee was equal to the peer group average, and the net expense ratio was lower than the peer group average. With respect to the SMI 50/40/10 Fund, the Trustees noted that both the management fee and net expense ratio were higher than the category average and median. They noted that the management fee was higher than the peer group average and median, and the net expense ratio was equal to the median but higher than the peer group average. In light of the unique services rendered to the SMI Funds by SMI, the view of SMI that the categorization with respect to the Sound Mind Investing Fund did not provide an appropriate peer group for a comparison, the profits realized by SMI in managing the SMI Funds, and all other facts and circumstances they deemed relevant, the Trustees concluded that the management fees paid by the SMI Funds were fair and reasonable in relation to the nature and quality of the services provided by SMI.

 

4.

The extent to which economies of scale would be realized as the SMI Funds grow and whether advisory fee levels reflect these economies of scale for the benefit of the SMI Funds’ investors. In this regard, the Trustees considered the fee arrangements with SMI for the SMI Funds. The Trustees considered that the management fee for each of the SMI Funds has breakpoints that would allow shareholders to realize economies of scale as assets grow. The Trustees noted that none of the SMI Funds were currently at an

 

42

 

 


INVESTMENT ADVISORY AGREEMENT APPROVAL
(Unaudited), (Continued)


 

asset level to take advantage of the breakpoints; however, the Board also noted the expense limitation arrangements in place with respect to each of the SMI Funds, and that each SMI Fund’s shareholders had experienced benefits from those arrangements. In light of its ongoing consideration of the asset levels of each of the SMI Funds, expectations for growth, and fee levels, the Board determined that the fee arrangements for each of the SMI Funds, in light of all the facts and circumstances, were fair and reasonable in relation to the nature and quality of the services provided by SMI.

 

5.

Possible conflicts of interest and benefits to SMI. In considering SMI’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 SMI Funds; the basis of decisions to buy or sell securities for the SMI Funds; and the substance and administration of SMI’s code of ethics. The Trustees also considered disclosure in the registration statement of the Trust relating to SMI’s potential conflicts of interest. The Board noted that SMI recently launched its separately managed account (“SMA”) product, and that if an SMI Fund is owned within an SMA, the SMA will not charge a management fee for those assets invested in an SMI Fund. The Board also noted that SMI does not engage in soft dollar arrangements and has not identified any indirect benefits from its relationship with the SMI Funds. Based on the foregoing, the Board determined that SMI’s standards and practices relating to the identification and mitigation of potential conflicts of interest 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 SMI Agreements between the Trust and SMI.

 

43

 

 

 

FACTS WHAT DOES VALUED ADVISERS TRUST DO
WITH YOUR PERSONAL INFORMATION?
   
Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
   
What?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

• Social Security number

• account balances and account transactions

• account transactions, transaction or loss history and purchase history

• checking account information and wire transfer instructions

  When you are no longer our customer, we continue to share your information as described in this notice.
   
How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Valued Advisers Trust chooses to share; and whether you can limit this sharing.

 

Reasons we can share your personal information

Does Valued

Advisers Trust
share?

For our everyday business purposes—
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus
Yes
For our marketing purposes—
to offer our products and services to you
Yes
For joint marketing with other financial companies No
For our affiliates’ everyday business purposes—
information about your transactions and experiences
No
For our affiliates’ everyday business purposes—
information about your creditworthiness
No
For nonaffiliates to market to you No

 

Questions? Call 1-877-764-3863

 

44

 

 

Who we are

Who is providing this notice?

Valued Advisers Trust

 

What we do

How does Valued Advisers Trust protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

How does Valued Advisers Trust collect my personal information?

We collect your personal information, for example, when you

 

● open an account or deposit money

● buy securities from us or sell securities to us

● make deposits or withdrawals from your account or provide account information

● give us your account information

● make a wire transfer

● tell us who receives the money

● tell us where to send the money

● show your government-issued ID

● show your driver’s license

Why can’t I limit all sharing?

Federal law gives you the right to limit only

 

● sharing for affiliates’ everyday business purposes—information about your creditworthiness

● affiliates from using your information to market to you

● sharing for nonaffiliates to market to you

State laws and individual companies may give you additional rights to limit sharing.

Definitions

Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies.

Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

Valued Advisers Trust does not share your personal information with nonaffiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

Valued Advisers Trust doesn’t jointly market financial products or services to you.

 

45

 

 


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

Andrea N. Mullins, Chairperson

Ira P. Cohen

Mark J. Seger

 

OFFICERS

Adam T. Kornegay, Principal Executive Officer and President

Bryan W. Ashmus, Principal Financial
Officer and Treasurer

Carol J. Highsmith, Vice President and Secretary

Brandon R. Kipp, Chief Compliance Officer

Matthew J. Miller, Vice President

 

INVESTMENT ADVISER

SMI Advisory Services, LLC

4400 Ray Boll Blvd.

Columbus, IN 47203

 

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

Stradley Ronon Stevens & Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103

 

CUSTODIAN

Huntington National Bank

41 South High Street

Columbus, OH 43215

 

ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTANT

Ultimus Fund Solutions, 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

 

46

 

 

 

   

 

 

 

SOUND MIND
INVESTING FUND
(SMIFX)

 

 

 

SMI DYNAMIC
ALLOCATION FUND
(SMIDX)

 

 

 

SMI 50/40/10 FUND
(SMILX)

 

   
 

SEMI-ANNUAL REPORT

 

APRIL 30, 2018

   
 

Funds’ Adviser:
SMI Advisory Services, LLC
4400 Ray Boll Blvd.
Columbus, IN 47203

 

(877) 764-3863
(877) SMI-FUND
www.smifund.com

  

 

 

Item 2. Code of Ethics. NOT APPLICABLE- disclosed with annual report

 

Item 3. Audit Committee Financial Expert. NOT APPLICABLE- disclosed with annual report

 

Item 4. Principal Accountant Fees and Services. NOT APPLICABLE- disclosed with annual report

 

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 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. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. NOT APPLICABLE – applies to closed-end funds only

 

Item 13. Exhibits.

 

(a) (1) Not Applicable – filed with annual report
     
  (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.

 

 

 

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/ Adam T. Kornegay  
  Adam T. Kornegay, President and Principal Executive Officer
     
Date 6/29/18  

 

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/ Adam T. Kornegay  
  Adam T. Kornegay, President and Principal Executive Officer
     
Date 6/29/18  
     
By /s/ Bryan W. Ashmus  
  Bryan W. Ashmus, Treasurer and Principal Financial Officer
     
Date 6/29/18