N-CSR 1 d944669dncsr.htm VALUED ADVISERS TRUST Valued Advisers Trust

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-22208

 

 

Valued Advisers Trust

(Exact name of registrant as specified in charter)

 

 

Huntington Asset Services, Inc. 2960 N. Meridian Street, Suite 300 Indianapolis, IN 46208

(Address of principal executive offices) (Zip code)

 

 

Capitol Services, Inc.

615 S. Dupont Hwy.

Dover, DE 19901

(Name and address of agent for service)

With a copy to:

John H. Lively, Esq.

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

A member firm of The 1940 Act Law GroupTM

11300 Tomahawk Creek Parkway,

Suite 310

Leawood, KS 66221

 

 

Registrant’s telephone number, including area code: 317-917-7000

Date of fiscal year end: 5/31

Date of reporting period: 5/31/15

 

 

 


Item 1. Reports to Stockholders.


ANNUAL REPORT

May 31, 2015

BFS Equity Fund

 

LOGO

 

185 Asylum Street    City Place II    Hartford, CT 06103    (855) 575-2430


 

  

 

 

Letter to Shareholders

Dear Fellow Shareholders,

This annual report covers the period June 1, 2014 through May 31, 2015 – the BFS Equity Fund’s (the “Fund”) first full fiscal year.

The Fund was launched on November 8, 2013, with initial funds from investors of $1.1 million. On June 1, 2014, the Fund had net assets of $12.7 million. During the course of the last fiscal year, the net assets increased 59% to $20.2 million as of May 31, 2015. This growth was driven by both robust inflows from investors into the Fund, as well as by the positive investment returns achieved over the past fiscal year.

Despite a plethora of global economic and geo-political challenges, the U.S. stock market climbed the proverbial “wall of worry,” as it churned ahead during the period under review. The Fund achieved a total return of 9.3% for the year ending May 31, 2015. This was less than the 11.8% total return of the S&P 500® Index (“S&P 500) and the 10.3% total return of the Dow Jones Industrial Average (“Dow Jones”). However, during the second half of our fiscal year  –  the six-month period from December 1, 2014 through May 31, 2015, the Fund outperformed the S&P 500 by 1.2% and the Dow Jones by 1.9%.

This report includes a commentary from the Lead Portfolio Manager, Tim Foster, and Co-Portfolio Managers, Tom Sargent and Keith LaRose. You will also find a listing of the portfolio holdings as of May 31, 2015, as well as financial statements and detailed information about the performance and positioning of the Fund.

With energy and commodity prices gyrating and interest rates poised to increase later this year, which will probably bring to an end the 30-year bull market in bonds, we view the stock market over the next year with somewhat more caution than a year ago. The bull market in the U.S. stock market, which commenced in March, 2009, has entered its seventh year, and equity valuations, while not unreasonable, are not undervalued as they were several years ago. Other potential headwinds involve geo-political tensions in many parts of the globe. Russia’s annexation of Crimea, aggression in Ukraine, and the recent sale of sophisticated SAM missiles to Iran are examples of a belligerent foreign policy. Another cause for investor anxiety is the raging cauldron in the Middle East  –  nuclear weapons within Iran’s reach, the gains of ISIS, and the re-emergence of Al-Qaeda. Finally, the strong U.S. dollar and lower profits from the energy sector are holding back earnings growth for many U.S. companies, and stock market gains over the longer term are based on higher earnings.

 

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On the other hand, the U.S. economy continues its moderate growth. Real GDP in the U.S. grew at an annualized 2.7% for the four quarters ending in March 2015. For the twelve months ending May 31, 2015, the U.S. economy created an average of 250,000 new jobs each month. Inflation continues to register at below 2%. Finally, the economies in Europe and Japan are showing signs of renewed growth. Taking all these factors into account, we remain cautiously optimistic that the U.S. stock market may continue to track modestly higher for the remainder of 2015.

In closing, it is important to reiterate our belief that our investment strategy of investing in quality growth stocks purchased with a risk-mitigating approach and positioned to provide a margin of safety in the case of economic or market weakness is effective over the longer term. Thirty-six of the forty-three companies that the Fund owned as of May 31, 2015 pay dividends, and a considerable number are so-called “dividend aristocrats” – companies which have increased their dividend payouts annually for the past 25 years. We believe the Fund’s ownership of shares in quality companies with strong brands, good balance sheets, professional management, and robust cash flow should be able to withstand market corrections, even bear markets, and perform well over the longer term.

The Portfolio Managers of the Fund and I are shareholders together with you. We thank you for the trust that you have placed in us to manage your assets.

Sincerely,

Robert H. Bradley

President and CEO

Bradley, Foster & Sargent, Inc.

 

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Portfolio Managers’ Letter

TO OUR SHAREHOLDERS

May  31st, 2015 marked the end of the first full fiscal year for the BFS Equity Fund (the “Fund”). On an absolute basis, the Fund returned 9.3% for the twelve month period ending May 31, 2015. We view this as a reasonable return on shareholders’ investment (both yours and ours) as it approximates the 10% average annual return for the equity markets over the past several decades. The S&P 500® Index (“S&P 500”) over the same twelve month period returned 11.8% and The Dow Jones Industrial Average (“Dow Jones”) returned 10.3%. Relative to the two benchmarks, the Fund trailed the S&P 500 by 2.5 percentage points and the Dow Jones Industrial Average by 1.0 percentage point.

MARKET COMMENTARY

This past March, the U.S. equity markets rolled into the seventh year of recovery since the market bottom in March of 2009. As recovery cycles go, this places the current recovery just a little longer in duration than the mean of the past several business cycles. With market gains of just over 300% from the bottom, the magnitude of the recovery now exceeds the average as well. Does this imply the end of the recovery may be imminent? Not at all! Recoveries do not end by duration and magnitude alone. The fundamental underpinnings of the equity market remain positive, including positive real GDP growth, an accommodative Federal Reserve, low inflation and low interest rates. However, in the course of tripling over the past six years, stock valuations are now somewhat above average, corporate profit margins are now at record levels and most global economies are being fueled by unprecedented central bank quantitative easing programs. The final chapter of how quantitative easing eventually unwinds and the resulting impact on global economies and equity markets has yet to be written.

From an investment perspective, it would be fair to conclude that this economic and market cycle is well underway and perhaps entering a transitional crossroads as the Federal Reserve now contemplates its first interest rate hike in many years. The central bank driven liquidity that benefitted all equities over the past six years may have hit the high water mark. Healthy equity returns going forward may prove more challenging. Quarter over quarter, real GDP growth ranged from a robust 5.0% in the third quarter of 2014 to a contraction of 0.7% in the first quarter of 2015. Who would have thought a year ago that oil prices

 

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would plummet from over $100 per barrel to less than $50; that due to record harvests, corn and soybean prices would tumble by a third; but that gold prices would remain relatively stable near $1,200 per ounce? Also, the U.S. dollar became the lowest risk option amidst global uncertainty and appreciated strongly versus almost every other global currency. A rising U.S. dollar and tumbling commodity prices forced a major recalculation of U.S. corporate earnings potential and shook the market with a very brief 9.9% correction last October. For the most part, however, the market just ground its way higher with generally low volatility.

INVESTMENT STRATEGY

In structuring the composition of the Fund, we strive to be proactive, building our exposure to those sectors and companies we view as potential beneficiaries of change; whether it is the growing tailwinds of improving pricing power or the diminishing headwinds of de-regulation or deflation. These investment themes often take time to play out; thus, when evaluating the attractiveness of a particular holding, we often have a three to five-year time horizon. Our stock selection process is to choose among the many high-quality businesses we have identified through our bottom-up research process and to use a longer investment time horizon as a competitive advantage in our favor. Two strategies emerge from the time-is-in-our-favor camp. One is seeking to identify changes the market has not yet priced in, and two is to take advantage of sell-offs the market may provide when both institutional and individual investors may overreact to a short term negative event. Top down macro-economic views do play a role with respect to both our sector and security selection, but our purchase and sale decisions are driven to a greater extent by our analysis of the absolute and relative attractiveness of each company. For instance, best-of-breed or industry leaders are highly sought after candidates for inclusion in the Fund, ideally if valuations provide a margin for error in terms of a discount to intrinsic value or, at a minimum, a discount relative to comparable companies. Investment risks and opportunities are analyzed company-by-company and, for each holding, we seek to judge whether all the key factors are incorporated into the company’s stock price. As such, we endeavor to deliver attractive risk-adjusted results over a full market cycle by utilizing a disciplined approach targeting results which should compare favorably to benchmarks, as well as peer managers, but avoids reaching for that elusive top decile performance that can invite bottom decile rankings as well.

 

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INVESTMENT COMMENTARY

For the year ended May 31, 2015, the S&P 500 remained in a fairly narrow rising trend channel capping the 12 months with a gain of 11.8%. For the same period, the Fund had a total return of 9.3%. For the S&P 500, there was a very brief pullback of 9.9% beginning mid-September through mid-October that occurred so quickly few investors had time to react. Rapid swings in currency, commodities and interest rates were each contributing catalysts to the correction, but the volatility of each has since abated in 2015. As the economic, monetary and valuation underpinnings of the market remained solid over the period, our outlook and fully invested portfolio positioning remained consistent as well. At the end of our first full fiscal year, the Fund had positions in 43 companies and was well diversified with sector exposures reasonably close to those of the S&P 500.

Having launched the Fund in November 2013, already five years into the recovery cycle, our generally positive view was tempered with some caution. You only get to launch a fund once and our mid-recovery cycle starting point, we believed, better supported a more cautious approach than buying the high fliers and hoping they continued to soar. Looking forward to the upcoming year, we maintain our caution given the higher market valuations. Our economic outlook remains skewed toward improving real GDP growth and, eventually, higher interest rates.

Technology

The Technology sector was our heaviest weighted sector at 20.0%, as well as the heaviest weighted sector of the S&P 500, also at 20.0%. Our top performing stocks were Apple (+46.6%) and Cognizant (+45.1%), followed by Adobe (+22.5%). We continue to like the prospects for Google, but for the period, Google was our worst Tech performer with a decline of 4.6%. Our Tech selections performed 3.5 percentage points better than the S&P 500.

Healthcare

At a 15.4% weighting, Healthcare was our second largest sector exposure. Our Healthcare selections, although contributing to our returns, fell shy of the S&P 500 Healthcare sector returns by 8.5%. Our holdings include a conservative range of large global pharmaceutical companies, scientific instrument companies, animal health businesses, and bio-technology businesses. Biotechnology names became stock market darlings. Zoetis was our best

 

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contributor (+63.4%), followed by Celgene (+49.6%), and Gilead Sciences (+38.3%). Every holding in the sector contributed positively to performance.

Industrials

Compared to the S&P 500 Industrial sector weighting of 10.2%, Industrials were our largest relative sector bet at 13.6%. Unfortunately, both commodity price swings, as well as a much stronger dollar conspired such that the Fund’s Industrial sector’s contribution to total return was 3.8%, a little shy of the 5.3% return for the S&P 500 Industrial sector. Railroads, which had been outstanding performers last year, gave up some gains and Union Pacific, Kansas City Southern and Genesee & Wyoming all declined. After many years of trailing the market, the ongoing transformation of GE from a financial titan to an energy and infrastructure powerhouse led to a gain of 11.9%.

Financials

The S&P 500 Financial sector had a total return of 12.3%. The Fund’s Financial sector return was 5.0%. Our holdings were purposefully weighted toward larger financial institutions that we view as inexpensive, resilient and beneficiaries of both higher interest rates and improved economic growth. In our opinion, these large financial institutions are healthy and well-capitalized. We believe that they are poised to deliver attractive total returns over a longer-term time horizon through earnings growth distributed to shareholders by means of share buybacks and increased dividends. Continued progress on reduced regulatory pressure as well as loan growth will be necessary to unleash this potential. Our positions in HSBC Holdings Plc and Bank of America both detracted from our performance in the sector and the stocks were sold. J.P. Morgan Chase, Wells Fargo and State Street were healthy contributors. American Express stumbled earlier this year with the announcement of the loss of the co-branded Costco partnership. We continue to hold the stock, now selling at its lowest relative P/E multiple in many years. Although our Financial sector positions underperformed the S&P 500 Financial sector benchmark, we believe that with stronger U.S. economic growth, higher interest rates, and tapering regulatory pressure, our portfolio choices will produce solid long-term results going forward.

Consumer Staples and Discretionary

The Consumer Discretionary sector provided the Fund’s best relative performance of 30.9% versus 18.0% for the S&P 500 Consumer Discretionary sector. The Fund’s Consumer Staples holdings also outperformed the S&P 500

 

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Consumer Staples sector. Well known consumer franchises like Starbucks, Home Depot, Nike and Walt Disney each provided handsome double digit returns. Lesser known by its corporate moniker, Jarden, but well recognized by its many leading consumer brands in sporting goods, camping gear and kitchen appliances, Jarden contributed a healthy 15.5%, as well. The more defensive Consumer Staples sector offered somewhat modest single digit returns, but consolidation in the beverage industry resulted in Constellation Brands being the top performing Consumer Staples position (+40.5%).

Energy

During a period in which oil prices collapsed by more than 50%, it is little wonder that the Energy sector was the worst performing sector for the Fund (-16.7%), as well as for the S&P 500 (-15.4%). There was only a single positive energy stock contributor to the Energy sector returns during the review period. Initiating a positon after a sharp correction, our purchase of Core Labs returned 8.7% for the holding period. The stocks of the companies most negatively impacted by the collapse in oil prices were the shale-centric and fast growing exploration and production companies: Continental Resources (-42.7%) and EOG Resources (-15.6%). We narrowed our exposures at the end of the period under review, bringing our energy weighting at the end of the period to 7.4% of Fund assets – below the S&P 500 benchmark of 8.0%. The Fund is currently narrowly focused on three energy names: EOG, Core Labs and Schlumberger.

 

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CLOSING COMMENTS

This bull market has been underway for more than 6 years and we believe it is likely we are now in the later innings of this recovery cycle. There are two critical elements that will continue to drive our investment strategies going forward: the quality of the companies we seek to include in the Fund, as well as valuation. Staying disciplined about not paying too much for even a great company often limits our exposure to those new technologies that gain headlines and lots of investor attention. It also limits our potential for capital loss when the cycle shifts to a correction phase. We currently see few imbalances that would lead us to believe near term economic growth is threatened or that the Federal Reserve is likely to significantly raise interest rates any time soon. We do, however, continue to shape our portfolio to preserve capital in times of economic adversity and create wealth in more buoyant times.

We, at Bradley, Foster & Sargent, Inc., look forward to serving you through our management of the Fund. Thank you for placing your capital under our care.

 

Timothy Foster    Keith LaRose    Thomas Sargent
Lead Portfolio Manager    Co-Portfolio Manager    Co-Portfolio Manager

 

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ANNUAL PERFORMANCE REVIEW

(UNAUDITED)

The Fund underperformed the S&P 500 Index and the Dow Jones Industrial Average for the year ended May 31, 2015, returning 9.3% versus 11.8% for the S&P 500 and 10.3% for the Dow Jones Industrial Average.

Key Detractors from Relative Results

 

   

Healthcare, one of the larger sectors in the S&P 500, as well as for the Fund at 15.4%, generated very attractive returns of 18.8% for the Fund, but below the S&P 500 Healthcare sector return of 27.3%. Three stalwarts of the pharmaceutical industry trailed the S&P 500 substantially with only modest contributions from Johnson & Johnson (+1.5%), Pfizer (+4.5%) and Merck (+8.5%).

   

Financials proved vexing for our stock selections. While we were underweighted the S&P 500 Financial sector at 13.3% versus 16.2%, our returns trailed at 5.0% versus 12.3% for the S&P 500. Our three primary detractors were: American Express (-11.8%), HSBC Holdings (-7.0%) and US Bancorp (-2.1%).

Key Contributors to Relative Results

 

   

On the positive side, the Fund was overweighted in the Consumer Discretionary sector at 12.9% versus 12.5% for the S&P 500 Consumer Discretionary sector. This helped power relative returns of 30.9% versus 18.0% for the S&P 500. Four stocks each returned better than 30%: Starbucks (+43.9%), Home Depot (+41.8%), Nike (+33.7%) and Walt Disney (+33.0%).

   

Technology, the largest Fund and S&P 500 sector at 20.0%, also contributed solid returns. Apple (+46.6%) and Cognizant (+45.1%) were the standout performers, with 20+% returns also coming from Adobe, MasterCard and Amphenol.

FUND INFORMATION

ASSET ALLOCATION

(as a percentage of total investments)

 

LOGO

 

TEN LARGEST HOLDINGS (%)

   FUND  

Walt Disney

     3.8   

Apple

     3.8   

Google – Class A

     3.2   

Danaher

     3.0   

Microsoft

     2.8   

Schlumberger

     2.7   

Thermo Fisher Scientific

     2.6   

Wells Fargo

     2.5   

Zoetis

     2.5   

JP Morgan Chase

     2.5   

 

SECTOR DIVERSIFICATION (%)

  FUND     S&P 500  

Technology

    20.0        20.0   

Healthcare

    15.4        15.1   

Industrial

    13.6        10.2   

Financials

    13.3        16.2   

Consumer Discretionary

    12.9        12.5   

Consumer Staples

    10.8        9.5   

Energy

    7.4        8.0   

Materials

    3.9        3.2   

Telecommunication Services

    0.0        2.3   

Utilities

    0.0        3.0   

 

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Investment Results (Unaudited)

Total Returns* (For the periods ended May 31, 2015)

         

Annualized

 
    One Year     Since Inception
(November 8, 2013)
 

BFS Equity Fund

    9.27%        10.77%   

S&P 500® Index**

    11.81%        15.10%   

Dow Jones Industrial Average®***

    10.27%        12.34%   

 

Total annual operating expenses, as disclosed in the Fund’s prospectus dated September 30, 2014, were 3.94% of average daily net assets (1.26% after fee waivers/expense reimbursements by the Adviser). The Adviser has contractually agreed to waive or limit its fees and assume other expenses of the Fund until September 30, 2015, so that total annual fund operating expenses do not exceed 1.00%. This contractual arrangement may only be terminated by mutual consent of the Adviser and the Board of Trustees of the Trust, and it will automatically terminate upon the termination of the investment advisory agreement between the Fund and the Adviser. This operating expense limitation does not apply to: (i) interest, (ii) taxes, (iii) brokerage commissions, (iv) other expenditures which are capitalized in accordance with generally accepted accounting principles, (v) other extraordinary expenses not incurred in the ordinary course of the Fund’s business, (vi) dividend expense on short sales, (vii) expenses incurred under a plan of distribution under Rule 12b-1, and (viii) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement, if applicable, in any fiscal year. The operating expense limitation also excludes any “Fees and Expenses of Acquired Funds,” which are the expenses indirectly incurred by the Fund as a result of investing in money market funds or other investment companies, including ETFs, that have their own expenses. The Adviser may be entitled to the reimbursement of any fees waived or expenses reimbursed pursuant to the agreement provided overall expenses fall below the limitations set forth above. The Adviser may recoup the sum of all fees previously waived or expenses reimbursed during any of the previous three years, less any reimbursement previously paid, provided total expenses do not exceed the limitation in place at the time of such waived fees or reimbursed expenses.

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. The Fund’s investment objectives, risks, charges and expenses must be considered carefully before investing. Current performance of a Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling (855) 575-2430.

 

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

** The S&P 500® Index is a widely recognized unmanaged index of equity prices and is representative of a broader market and range of securities than is found in the Fund’s portfolio. The Index is an unmanaged benchmark that assumes reinvestment of all distributions and excludes the effect of taxes and fees. Individuals cannot invest directly in this 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 Dow Jones Industrial Average® is a widely recognized unmanaged index of equity prices and is representative of a narrower market and range of securities than is found in the Fund’s portfolio. The Index is an unmanaged benchmark that assumes reinvestment of all distributions and excludes the effect of taxes and fees. Individuals cannot invest directly in this 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, Inc., member FINRA.

 

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LOGO

The chart above assumes an initial investment of $10,000 made on November 8, 2013 (commencement of operations) held through May 31, 2015. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE FUTURE RESULTS. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment returns and principal values will fluctuate so that your shares, when redeemed, may be worth more or less than their original purchase price.

Current performance may be lower or higher than the performance data quoted. For more information on the Fund, and to obtain performance data current to the most recent month end or to request a prospectus, please call (855) 575-2430. You should carefully consider the investment objectives, potential risks, management fees, and charges and expenses of the Fund before investing. The Fund’s prospectus contains this and other information about the Fund, and should be read carefully before investing.

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

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 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 (800) SEC-0330.

 

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SUMMARY OF FUND’S EXPENSES (Unaudited)

As a shareholder of the Fund, 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 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 six month period, December 1, 2014 to May 31, 2015.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.60), then multiply the result by the number in the first line under the heading “Expenses Paid During the Period Ended May 31, 2015” 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 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 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 other funds.

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

 

       Beginning
Account
Value
    Ending
Account
Value
   

Expenses
Paid During

the Period Ended

 
BFS Equity Fund      December 1, 2014     May 31, 2015     May 31, 2015*  

Actual

     $ 1,000.00      $ 1,042.20      $ 6.36   

Hypothetical **

(5% return before expenses)

     $ 1,000.00      $ 1,018.70      $ 6.29   

 

*   Expenses are equal to the Fund’s annualized expense ratio of 1.25%, multiplied by the average account value over the period, multiplied by 182/365.
**   Assumes a 5% return before expenses.

 

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Schedule of Investments

May 31, 2015

 

Shares            Fair Value  
  COMMON STOCKS – 97.34%   
   Aerospace & Defense 2.03%   
  3,500      

United Technologies Corp.

   $ 410,095   
     

 

 

 
   Beverages 3.48%   
  3,500      

Constellation Brands, Inc. – Class A

     412,615   
  3,000      

PepsiCo, Inc.

     289,290   
     

 

 

 
        701,905   
     

 

 

 
   Biotechnology 3.65%   
  3,000      

Celgene Corp.*

     343,320   
  3,500      

Gilead Sciences, Inc.*

     392,945   
     

 

 

 
        736,265   
     

 

 

 
   Chemicals 1.98%   
  7,000      

FMC Corp.

     400,190   
     

 

 

 
   Commercial Banks 8.86%   
  11,000      

East West Bancorp, Inc.

     471,900   
  3,500      

M&T Bank Corp.

     423,080   
  9,000      

U.S. Bancorp

     387,990   
  9,000      

Wells Fargo & Co.

     503,640   
     

 

 

 
        1,786,610   
     

 

 

 
   Computers & Peripherals 3.75%   
  5,800      

Apple, Inc.

     755,624   
     

 

 

 
   Consumer Finance 1.98%   
  5,000      

American Express Co.

     398,600   
     

 

 

 
   Diversified Financial Services 2.45%   
  7,500      

JPMorgan Chase & Co.

     493,350   
     

 

 

 
   Electronic Equipment, Instruments & Components 2.12%   
  7,500      

Amphenol Corp. – Class A

     427,875   
     

 

 

 
   Energy Equipment & Services 5.03%   
  4,000      

Core Laboratories N.V.

     469,920   
  6,000      

Schlumberger Ltd.

     544,620   
     

 

 

 
        1,014,540   
     

 

 

 
   Food & Staples Retailing 3.30%   
  1,800      

Costco Wholesale Corp.

     256,662   
  4,000      

CVS Health Corp.

     409,520   
     

 

 

 
        666,182   
     

 

 

 
   Food Products 1.92%   
  5,000      

Nestle SA ADR

     387,200   
     

 

 

 
   Hotels, Restaurants & Leisure 2.27%   
  8,800      

Starbucks Corp.

     457,248   
     

 

 

 

 

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


Schedule of Investments (continued)

May 31, 2015

 

Shares            Fair Value  
  COMMON STOCKS – (continued)   
   Household Durables 2.37%   
  9,000      

Jarden Corp.*

   $ 477,540   
     

 

 

 
   Household Products 2.08%   
  5,000      

Church & Dwight Co., Inc.

     419,850   
     

 

 

 
   Industrial Conglomerates 5.30%   
  7,000      

Danaher Corp.

     604,240   
  17,000      

General Electric Co.

     463,590   
     

 

 

 
        1,067,830   
     

 

 

 
   Internet Software & Services 3.24%   
  1,200      

Google, Inc. – Class A*

     654,384   
     

 

 

 
   IT Services 4.31%   
  7,000      

Cognizant Technology Solutions Corp. – Class A*

     453,040   
  4,500      

MasterCard, Inc. – Class A

     415,170   
     

 

 

 
        868,210   
     

 

 

 
   Life Sciences Tools & Services 2.57%   
  4,000      

Thermo Fisher Scientific, Inc.

     518,520   
     

 

 

 
   Media 3.83%   
  7,000      

Walt Disney Co./The

     772,590   
     

 

 

 
   Metals & Mining 1.91%   
  12,000      

Agnico-Eagle Mines Ltd.

     386,040   
     

 

 

 
   Oil, Gas & Consumable Fuels 2.42%   
  5,500      

EOG Resources, Inc.

     487,795   
     

 

 

 
   Pharmaceuticals 9.16%   
  4,500      

Johnson & Johnson

     450,630   
  8,000      

Merck & Co., Inc.

     487,120   
  4,000      

Novartis AG ADR

     410,920   
  10,000      

Zoetis, Inc.

     497,700   
     

 

 

 
        1,846,370   
     

 

 

 
   Professional Services 2.23%   
  10,000      

Nielsen NV

     449,900   
     

 

 

 
   Road & Rail 2.00%   
  4,000      

Union Pacific Corp.

     403,640   
     

 

 

 
   Software 6.56%   
  4,000      

Adobe Systems, Inc.*

     316,360   
  5,000      

ANSYS, Inc.*

     445,000   
  12,000      

Microsoft Corp.

     562,320   
     

 

 

 
        1,323,680   
     

 

 

 

 

15

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


Schedule of Investments (continued)

May 31, 2015

 

Shares            Fair Value  
  COMMON STOCKS – (continued)   
   Specialty Retail 2.21%   
  4,000      

Home Depot, Inc./The

   $ 445,680   
     

 

 

 
   Textiles, Apparel & Luxury Goods 2.27%   
  4,500      

NIKE, Inc.

     457,515   
     

 

 

 
   Trading Companies & Distributors 2.06%   
  10,000      

Fastenal Co.

     415,100   
     

 

 

 
  

Total Common Stocks (Cost $17,176,135)

     19,630,328   
     

 

 

 
   Money Market Securities 2.67%   
  539,546      

Fidelity Institutional Money Market Funds – Prime Money Market Portfolio, 0.10%(a)

     539,546   
     

 

 

 
  

Total Money Market Securities (Cost $539,546)

     539,546   
     

 

 

 
     
  

Total Investments 100.01% (Cost $17,715,681)

     20,169,874   
     

 

 

 
  

Liabilities in Excess of Other Assets (0.01)%

     (2,383
     

 

 

 
  

NET ASSETS 100.00%

   $ 20,167,491   
     

 

 

 

 

(a)   Rate disclosed is the seven day yield as of May 31, 2015.
*   Non-income producing security.
ADR   – American Depositary Receipt

 

16

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


Statement of Assets and Liabilities

May 31, 2015

 

Assets

  

Investments in securities at fair value (cost $17,715,681)

   $ 20,169,874   

Dividends receivable

     21,994   

Tax reclaims receivable

     2,127   

Receivable from Adviser

     57   

Prepaid expenses

     7,269   

Total Assets

     20,201,321   

Liabilities

  

Payable to administrator, fund accountant, and transfer agent

     8,612   

Payable to custodian

     700   

Payable to trustees

     223   

Distribution fees accrued

     4,264   

Other accrued expenses

     20,031   

Total Liabilities

     33,830   

Net Assets

   $ 20,167,491   

Net Assets consist of:

  

Paid-in capital

   $ 18,039,765   

Accumulated undistributed net investment income

     29,496   

Accumulated net realized loss from investment transactions

     (355,963

Net unrealized appreciation on investments

     2,454,193   

Net Assets

   $ 20,167,491   

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

     1,725,097   

Net asset value, offering and redemption price per share

   $ 11.69   

 

17

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


Statement of Operations

For the year ended May 31, 2015

 

Investment Income

  

Dividend income (net of foreign taxes withheld of $7,697)

   $ 252,445   

Total investment income

     252,445   

Expenses

  

Investment Adviser

     121,718   

Distribution (12b-1)

     40,573   

Administration

     38,000   

Fund accounting

     25,000   

Transfer agent

     36,752   

Legal

     16,486   

Registration

     18,886   

Custodian

     3,792   

Audit

     14,525   

Trustee

     5,378   

Report printing

     17,975   

Offering costs

     19,185   

Miscellaneous

     8,369   

Total expenses

     366,639   

Fees waived and reimbursed by Adviser

     (163,520

Net operating expenses

     203,119   

Net investment income

     49,326   

Net Realized and Unrealized Gain/(Loss) on Investments

  

Net realized loss on investment securities transactions and foreign currency translations

     (179,137

Net change in unrealized appreciation of investment securities

     1,676,273   

Net realized and unrealized gain on investments

     1,497,136   

Net increase in net assets resulting from operations

   $ 1,546,462   

 

18

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


Statements of Changes in Net Assets

 

Increase in Net Assets due to:    For the Year Ended
May 31, 2015
    For the Period Ended
May 31, 2014(a)
 

Operations

    

Net investment income

   $ 49,326      $ 37,215   

Net realized loss on investment transactions and foreign currency translations

     (179,137     (178,580

Net change in unrealized appreciation of investments

     1,676,273        777,920   

Net increase in net assets resulting from operations

     1,546,462        636,555   

Distributions

    

From net investment income

     (50,367     (4,924

Total distributions

     (50,367     (4,924

Capital Transactions

    

Proceeds from shares sold

     6,774,960        12,239,160   

Reinvestment of distributions

     31,188        2,913   

Amount paid for shares redeemed

     (879,815     (128,641

Net increase in net assets resulting from capital transactions

     5,926,333        12,113,432   

Total Increase in Net Assets

     7,422,428        12,745,063   

Net Assets

    

Beginning of period

     12,745,063          

End of period

   $ 20,167,491      $ 12,745,063   

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

   $ 29,496      $ 32,183   

Share Transactions

    

Shares sold

     613,346        1,200,263   

Issued in reinvestment of distributions

     2,772        280   

Redeemed

     (79,058     (12,506

Net increase in share transactions

     537,060        1,188,037   

 

(a)   For the period November 8, 2013 (commencement of operations) to May 31, 2014.

 

19

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


Financial Highlights

(For a share outstanding during each period)

 

     For the Year Ended
May 31, 2015
    For the Period Ended
May 31, 2014(a)
 

Selected Per Share Data:

   

Net asset value, beginning of period

    $10.73        $10.00   
 

 

 

   

 

 

 

Income from investment operations:

   

Net investment income

    0.02        0.04   

Net realized and unrealized gain on investments

    0.97        0.70   
 

 

 

   

 

 

 

Total from investment operations

    0.99        0.74   
 

 

 

   

 

 

 

Less distributions to shareholders from:

   

Net investment income

    (0.03     (0.01
 

 

 

   

 

 

 

Total distributions

    (0.03     (0.01
 

 

 

   

 

 

 

Net asset value, end of period

    $11.69        $10.73   
 

 

 

   

 

 

 

Total Return(b)

    9.27     7.36 %(c) 
   

Ratios and Supplemental Data:

   

Net assets, end of period (000)

    $20,167        $12,745   

Ratio of expenses to average net assets

    1.25     1.25 %(d) 

Ratio of expenses to average net assets before waiver and reimbursement

    2.26     3.93 %(d) 

Ratio of net investment income to average net assets

    0.30     0.68 %(d) 

Ratio of net investment loss to average net assets before waiver and reimbursement

    (0.71 )%      (2.00 )%(d) 

Portfolio turnover rate

    51.17     46.50 %(c) 

 

 

(a)   

For the period November 8, 2013 (commencement of operations) to May 31, 2014.

(b)   

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 dividends, if any.

(c)   

Not annualized

(d)   

Annualized

 

20

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


Notes to the Financial Statements

May 31, 2015

 

NOTE 1 – ORGANIZATION

The BFS Equity Fund (the “Fund”) was organized as an open-end diversified series of the Valued Advisers Trust (the “Trust”) on July 23, 2013 and commenced operations on November 8, 2013. 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. The Fund is one of a series of funds authorized by the Board of Trustees (the “Board”). The Fund’s investment adviser is Bradley, Foster & Sargent, Inc. (the “Adviser”). The investment objective of the Fund is long-term appreciation through growth of principal and income.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

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

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 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.

For the fiscal year ended May 31, 2015, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statement of operations. During the year, the Fund did not incur any interest or penalties. The Fund is subject to examination by U.S. federal tax authorities for all tax years since inception.

ExpensesExpenses 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 another appropriate basis.

Security Transactions and Related Income The Fund follows industry practice and records security transactions on the trade date for financial reporting purposes. The Fund has chosen specific identification as its tax lot identification method for all securities transactions. Interest income is recorded on an accrual basis and dividend income is recorded on the ex-dividend date except in the case of foreign securities, in which case dividends are generally recorded as soon as such information becomes available. Discounts and premiums on securities purchased are accreted

 

21


Notes to the Financial Statements (continued)

May 31, 2015

 

or amortized using the effective interest method. The ability of issuers of debt securities held by the Fund to meet their obligations may be affected by economic and political developments in a specific country or region. 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 its net realized long term and short term capital gains, if any, at least annually. 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 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 values per share of the Fund. For the fiscal year ended May 31, 2015, the Fund made the following reclassifications of net assets:

 

Paid-in Capital    Accumulated
Undistributed Net
Investment Income
   Accumulated Net
Realized Gain/(Loss)
on Investments

$–

   $(1,646)    $1,646

NOTE 3. Securities Valuation and Fair Value Measurements

Fair value is defined as the price that a Fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market of the investment. GAAP establishes a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and 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 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 – quoted prices in active markets for identical securities

 

   

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.)

 

22


Notes to the Financial Statements (continued)

May 31, 2015

 

 

   

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

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

Equity securities, including common stocks, are generally valued by using market quotations, but may be valued on the basis of prices furnished by a pricing service when the Adviser believes such prices more accurately reflect the fair value of such securities. Securities that are traded on any stock exchange are generally valued by the pricing service at the last quoted sale price. Lacking a last sale price, an exchange traded security is generally valued by the pricing service at its last bid price. Securities traded in the NASDAQ over-the-counter market are generally valued by the pricing service at the NASDAQ Official Closing Price.

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

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

In accordance with the Trust’s good faith pricing guidelines, the Fund, with support from 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 would appear to be the amount which the owner might reasonably expect to receive for them upon their current sale. Methods which are in accordance with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market of a similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods. Good faith pricing is permitted if, in the management’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 Fund is aware of any other data that calls into question the reliability of market quotations.

 

23


Notes to the Financial Statements (continued)

May 31, 2015

 

The following is a summary of the inputs used to value the Fund’s investments as of May 31, 2015:

 

    Valuation Inputs        
Assets   Level 1
Quoted Prices in
Active Markets
    Level 2
Other Significant
Observable Inputs
    Level 3
Significant
Unobservable Inputs
    Total  

Common Stocks*

  $ 19,630,328      $      $      $ 19,630,328   

Money Market Securities

    539,546                      539,546   

Total

  $ 20,169,874      $      $      $ 20,169,874  

 

*   Refer to Schedule of Investments for industry classifications.

The Fund did not hold any investments at any time during the reporting period in which other significant observable inputs (Level 2) were used in determining fair value. The Fund did not hold any assets at any time during the reporting period in which significant unobservable inputs were used in determining fair value; therefore, no reconciliation of Level 3 securities is included for this reporting period. The 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 during the year ended May 31, 2015 and the previous reporting period end.

NOTE 4 – FEES AND OTHER TRANSACTIONS WITH AFFILIATES AND OTHER SERVICE PROVIDERS

Under the terms of the investment advisory agreement, on behalf of the Fund (the “Agreement”), the Adviser manages the Fund’s investments subject to oversight of the Board. As compensation for its services, the Fund is obligated to pay the Adviser a fee computed and accrued daily and paid monthly at an annual rate of 0.75% of the average daily net assets of the Fund. For the fiscal year ended May 31, 2015, the Adviser earned a fee of $121,718 from the Fund before the waivers described below. At May 31, 2015, the Adviser owed $57 to the Fund, including fee waivers and expense reimbursements.

The Adviser has contractually agreed to waive or limit its fee and reimburse certain Fund operating expenses, until September 30, 2015, so that the ratio of total annual operating expenses does not exceed 1.00%. This operating expense limitation does not apply to 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, expenses incurred under a plan of distribution under Rule 12b-1, 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. The operating expense limitation also excludes any “Fees and Expenses of Acquired Funds” which are the expenses indirectly incurred by the Fund as a result of investing in money market funds or other investment companies, including ETFs, that have their own expenses. The Adviser may be entitled to recoup the sum of all fees previously waived or expenses reimbursed during any of the previous three years, less any reimbursement previously paid, provided total expenses do not exceed the limitation set forth above. For the fiscal

 

24


Notes to the Financial Statements (continued)

May 31, 2015

 

year ended May 31, 2015, expenses totaling $163,520 were waived or reimbursed by the Adviser. The amounts subject to repayment by the Fund, pursuant to the aforementioned conditions are as follows:

 

Amount   Recoverable through
May 31,
 
$146,030     2017   
$163,520     2018  

The Trust retains Huntington Asset Services, Inc. (“HASI”) to manage the Fund’s business affairs and provide the Fund with administrative services, including all regulatory reporting and necessary office equipment and personnel. For the fiscal year ended May 31, 2015, HASI earned fees of $38,000 for administrative and compliance services provided to the Fund. At May 31, 2015, HASI was owed $3,167 from the Fund for administrative and compliance services. Certain officers of the Trust are members of management and/or employees of HASI. HASI is a wholly-owned subsidiary of Huntington Bancshares, Inc., the parent company of Unified Financial Securities, Inc. (the “Distributor”) and Huntington National Bank, the custodian of the Fund’s investments (the “Custodian”). For the fiscal year ended May 31, 2015, the Custodian earned fees of $3,792 for custody services provided to the Fund. At May 31, 2015, the Custodian was owed $700 from the Fund for custody services.

The Trust also retains HASI to act as the Fund’s transfer agent and to provide fund accounting services. For the fiscal year ended May 31, 2015, HASI earned fees of $36,752 for transfer agent services and reimbursement for out-of-pocket expenses incurred in providing transfer agent services to the Fund. At May 31, 2015, the Fund owed HASI $3,362 for transfer agent services and out-of-pocket expenses. For the fiscal year ended May 31, 2015, HASI earned fees of $25,000 from the Fund for fund accounting services. At May 31, 2015, HASI was owed $2,083 from the Fund for fund accounting services.

The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act (the “Plan”). The Plan provides that the Fund will pay the Distributor and/or any registered securities dealer, financial institution or any other person (the “Recipient”) a shareholder servicing fee of 0.25% of the average daily net assets of the Fund in connection with the promotion and distribution of the Fund’s shares or the provision of personal services to shareholders, including, but not necessarily limited to, advertising, compensation to underwriters, dealers and selling personnel, the printing and mailing of prospectuses to other than current Fund shareholders, the printing and mailing of sales literature and servicing shareholder accounts (“12b-1 Expenses”). The Fund or Distributor 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. For the fiscal year ended May 31, 2015, 12b-1 expense incurred by the Fund was $40,573. The Fund owed $4,264 for 12b-1 fees as of May 31, 2015.

Unified Financial Securities, Inc. acts as the principal distributor of the Fund’s shares. A trustee and an officer of the Trust is an officer of the Distributor and such person may be deemed to be an affiliate of the Distributor.

 

25


Notes to the Financial Statements (continued)

May 31, 2015

 

NOTE 5 – PURCHASES AND SALES OF SECURITIES

For the fiscal year ended May 31, 2015, purchases and sales of investment securities, other than short-term investments and short-term U.S. government obligations, were as follows:

 

Purchases

   

Sales

 
$ 13,962,204      $ 8,109,327  

There were no purchases or sales of long-term U.S. government obligations during the fiscal year ended May 31, 2015.

NOTE 6 – ESTIMATES

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

NOTE 7 – BENEFICIAL OWNERSHIP

The beneficial ownership, either directly or indirectly, of 25% or more 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 May 31, 2015, Charles Schwab & Co. (“Schwab”) owned, as record shareholder, 57% of the outstanding shares of the Fund. It is not known whether Schwab or any of the underlying beneficial owners owned or controlled 25% or more of the voting securities of the Fund.

NOTE 8 – FEDERAL TAX INFORMATION

At May 31, 2015, the net unrealized appreciation (depreciation) of investments for tax purposes was as follows:

 

Gross Unrealized Appreciation

   $ 2,493,559   

Gross Unrealized (Depreciation)

     (84,123

Net Unrealized Appreciation on Investments

   $ 2,409,436  

At May 31, 2015, the aggregate cost of securities for tax purposes was $17,760,438 for the Fund.

At May 31, 2015, 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

   $ 29,496   

Undistributed long-term capital gains

       

Accumulated capital and other losses

     (311,206

Unrealized appreciation on investments

     2,409,436   

Total

   $ 2,127,726  

The difference between book and tax basis appreciation was attributable primarily to the tax deferral of losses on wash sales in the amount of $44,757.

 

26


Notes to the Financial Statements (continued)

May 31, 2015

 

The tax character of distributions paid for the fiscal periods ended May 31, 2015 and May 31, 2014 were as follows:

 

      2015      2014  

Distributions paid from:

     

Ordinary Income

   $ 50,367       $ 4,924  

As of May 31, 2015, the Fund has available for tax purposes an unused capital loss carryforward of $177,167 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.

Certain capital losses incurred after October 31, and within the current taxable year, are deemed to arise on the first business day of the Fund’s following taxable year. For the tax year ended May 31, 2015, the Fund deferred post October capital losses in the amount of $134,039.

NOTE 9 – 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 10 – SUBSEQUENT EVENTS

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

 

27


Report of Independent Registered Public Accounting Firm

To the Shareholders of BFS Equity Fund and

Board of Trustees of Valued Advisers Trust

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of BFS Equity Fund (the “Fund”), a series of Valued Advisers Trust, as of May 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets and financial highlights for each of the two periods in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2015, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BFS Equity Fund as of May 31, 2015, the results of its operations for the year then ended, the statements of changes in net assets and financial highlights for each of the two periods in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

LOGO

COHEN FUND AUDIT SERVICES, LTD.

Cleveland, Ohio

July 27, 2015

 

28


Additional Federal Income Tax Information (Unaudited):

The Form 1099-DIV you receive in January 2016 will show the tax status of all distributions paid to your account in calendar year 2015. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.

Qualified Dividend Income: For the fiscal year ended May 31, 2015, the Fund designates 100%, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction: Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal year 2015 ordinary income dividends, 100% qualifies for the corporate dividends received deduction.

For the fiscal year ended March 31, 2015, the Fund designated $0 as long-term capital gain distributions.

 

29


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

 

Name, Address*, (Age),
Position with Trust**, Term
of Position with Trust
  Principal Occupation During Past 5 Years   Other Directorships
Ira Cohen, 56, Independent Trustee, June 2010 to present.   Independent financial services consultant (Feb. 2005 – present).   Trustee and Audit Committee Chairman, Griffin Institutional Access Real Estate Fund since May 2014. Trustee for the Angel Oak Funds Trust since October 2014.
Andrea N. Mullins, 48, Independent Trustee, December 2013 to present.   Private investor; Independent Contractor, Seabridge Wealth Management, LLC, since April 2014; Principal Financial Officer and Treasurer, Eagle Family of Funds (mutual fund family) and Vice President, Eagle Asset Management, Inc. (investment adviser) each from 2004 to 2010.   None.

 

*   The address for each trustee and officer is 2960 N. Meridian St., Suite 300, Indianapolis, IN 46208.
**   As of the date of this report, the Trust consists of 14 series.

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

 

Name, Address*, (Age),
Position with Trust**, Term
of Position with Trust
  Principal Occupation During Past 5 Years   Other Directorships
R. Jeffrey Young, 50, Trustee and Chairman, June 2010 to present; Principal Executive Officer and President, Valued Advisers Trust since February 2010.   President of Huntington Asset Services since April 2015, Senior Vice President, since January 2010 and Director since May 2014; Director, Unified Financial Securities since May 2014; Chief Executive Officer, Huntington Funds from February 2010 to March 2015; Chief Executive Officer, The Huntington Strategy Shares from November 2010 to March 2015; President and Chief Executive Officer, Dreman Contrarian Funds March 2011 to February 2013; Trustee, Valued Advisers Trust, August 2008 to January 2010; and Managing Director and Chief Operating Officer of Professional Planning Consultants 2007 to 2010.   Trustee and Chairman, Capitol Series Trust, since September 2013.

 

*   The address for each trustee and officer is 2960 N. Meridian St., Suite 300, Indianapolis, IN 46208.
**   As of the date of this report, the Trust consists of 14 series.

 

30


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

 

Name, Address*, (Age),
Position with Trust,** Term
of Position with Trust
  Principal Occupation During Past 5 Years   Other Directorships
R. Jeffrey Young, 50, Trustee and Chairman, June 2010 to present; Principal Executive Officer and President, Valued Advisers Trust since February 2010.   President of Huntington Asset Services since April 2015, Senior Vice President, since January 2010 and Director since May 2014; Director, Unified Financial Securities, since May 2014; Chief Executive Officer, Huntington Funds from February 2010 to March 2015; Chief Executive Officer, The Huntington Strategy Shares from November 2010 to March 2015; President and Chief Executive Officer, Dreman Contrarian Funds March 2011 to February 2013; Trustee, Valued Advisers Trust, August 2008 to January 2010; and Managing Director and Chief Operating Officer of Professional Planning Consultants 2007 to 2010.   Trustee and Chairman, Capitol Series Trust, since September 2013.
John C. Swhear, 54, Chief Compliance Officer, AML Officer and Vice President, August 2008 to present.   Vice President of Legal Administration and Compliance, Huntington Asset Services, Inc., the Trust’s administrator, since April 2007 and Director since May 2014; Chief Compliance Officer, Unified Financial Securities, Inc., the Trust’s distributor, since May 2007 and Director since May 2014; President, Unified Series Trust, since March 2012, and Senior Vice President from May 2007 to March 2012; Chief Compliance Officer and AML Officer, Capitol Series Trust, since September 2013; Secretary, Huntington Funds, from April 2010 to February 2012; and President and Chief Executive Officer, Dreman Contrarian Funds, from March 2010 to March 2011.   None.
Carol J. Highsmith, 50, Vice President, August 2008 to present; Secretary, March 2014 to present   Employed in various positions with Huntington Asset Services, Inc., the Trust’s administrator, since November of 1994; currently Vice President of Legal Administration; Secretary, Cross Shore Discovery Fund since May 2014.   None.
Matthew J. Miller, 39, Vice President, December 2011 to present.   Employed in various positions with Huntington Asset Services, Inc., the Trust’s administrator, since July of 1998; currently Vice President of Relationship Management; Vice President, Huntington Funds, since February 2010; President and Chief Executive Officer, Capitol Series Trust, since September 2013.   None.
Bryan W. Ashmus, 42, Principal Financial Officer and Treasurer, December 2013 to present.   Vice President, Fund Administration, Huntington Asset Services, Inc., the Trust’s administrator, since September 2013; Chief Financial Officer and Treasurer, The Huntington Strategy Shares and The Huntington Funds, since November 2013; Vice President, Fund Administration, Citi Fund Services Ohio, Inc., from 2005 to 2013.   None.

 

*   The address for each trustee and officer is 2960 N. Meridian St., Suite 300, Indianapolis, IN 46208.
**   As of the date of this report, the Trust consists of 14 series.

 

31


OTHER INFORMATION

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the trustees and is available without charge, upon request. You may call toll-free at (855) 575-2430 to request a copy of the SAI or to make shareholder inquiries.

 

32


VALUED ADVISERS TRUST

PRIVACY POLICY

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

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

 

   

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

 

   

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

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

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

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

 

33


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, will be available without charge upon request by (1) calling the Fund at (855) 575-2430 and (2) from Fund documents filed with the Securities and Exchange Commission (“SEC”) on the SEC’s website at www.sec.gov.

TRUSTEES

R. Jeffrey Young, Chairman

Ira Cohen

Andrea N. Mullins

OFFICERS

R. Jeffrey Young, Principal Executive Officer and President

Bryan W. Ashmus, Principal Financial Officer and Treasurer

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

Carol J. Highsmith, Vice President and Secretary

Matthew J. Miller, Vice President

INVESTMENT ADVISER

Bradley, Foster & Sargent

185 Asylum Street, City Place II

Hartford, Connecticut 06103

DISTRIBUTOR

Unified Financial Securities, Inc.

2960 North Meridian Street, Suite 300

Indianapolis, IN 46208

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen Fund Audit Services, Ltd.

1350 Euclid Avenue, Suite 800

Cleveland, OH 44115

LEGAL COUNSEL

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

A member firm of The 1940 Act Law Group TM

11300 Tomahawk Creek Parkway, Suite 310

Leawood, KS 66211

CUSTODIAN

Huntington National Bank

41 South High Street

Columbus, OH 43215

ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTANT

Huntington Asset Services, Inc.

2960 North Meridian Street, Suite 300

Indianapolis, IN 46208

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, Inc.

Member FINRA/SIPC


ANNUAL REPORT 

May 31, 2015 

 

LOGO

CLOUD CAPITAL FUNDS

Cloud Capital Strategic All Cap Fund

Fund Adviser:

Cloud Capital LLC

P.O. Box 451179

Grove, OK 74345

Toll Free (877) 670-2227

 

 


Management’s Discussion of Fund Performance

 

We welcome and thank all new and existing shareholders of the Cloud Capital Strategic All Cap Fund.

In the fiscal year ended on May 31, 2015, the Cloud Capital Strategic Large Cap Fund (the “Large Cap Fund”) absorbed the Cloud Capital Strategic Mid Cap Fund (the “Mid Cap Fund”) and was rebranded and restructured as the Cloud Capital Strategic All Cap Fund (the “All Cap Fund”). The All Cap Fund gained 7.99% during the trailing twelve months, trailing the Russell 3000 Index by 3.87%. The Energy sector’s negative performance due to the drop in oil prices was responsible for much of the lag against the benchmark’s performance.

The U.S. market has extended its bull run for over seven years now, setting new historical highs regularly over the past year, despite slow growth in the overall economy. While portfolios grow, we at Cloud Capital LLC (“Cloud Capital”) can’t help but remember the beginning of 2007, when disparities between the stock market and the economy were growing and were largely ignored. While we want to continue to enjoy the fruits of the market rally as long as possible, it is also important to us to have our shareholders’ assets in a position of safety when the rally concludes.

In the All Cap Fund, the sector selections within the portfolio were within 30 bps above or below the benchmark in seven of ten GICS Sectors. Of the remaining three, the All Cap Fund outperformed in Industrials, while falling short in Technology and the aforementioned Energy.

Although the market appears to be resuming historical cyclical growth, the truth is the aftereffects of continued stimulus that has flowed into the market over the past several years are still unclear. The core strategy of the All Cap Fund, which has historically outperformed the benchmark 70% of the time over rolling one-year periods, would benefit greatly from a return to the good old days. However, we are vigilant for unforeseen consequences of artificially driving the markets through stimulus, and especially the effects of withdrawing that support, as will have to eventually happen.

Again, we thank our shareholders for their continued confidence in Cloud Capital, and with another fiscal year behind us, we look forward to many more years of serving them.

Sincerely,

Randy Cloud

Cloud Capital LLC, President

 

Annual Report

 

1


Investment Results – (Unaudited)

  

 

Total Returns (a)
(For the periods ended May 31, 2015)
 
     
            Average Annual Returns  
   
      One Year     Three Year     Since Inception
(June 29, 2011)
 

Cloud Capital Strategic All Cap Fund - Institutional Class

     7.99     18.18     12.70

S&P 500® Index (b)

     11.81     19.67     15.62

Russell 3000 Index (b) (c)

     11.86     19.92     15.39

 

Total annual operating expenses, as disclosed in the Fund’s prospectus dated January 20, 2015, were 1.51% of average daily net assets. (1.01% after fee waivers/expense reimbursements by Cloud Capital LLC (the “Adviser”)). Beginning February 1, 2014, The Adviser has contractually agreed to waive its management fee in its entirety. This waiver is not subject to recoupment and will continue through September 30, 2016. Additionally, the Adviser has contractually agreed to waive or limit its fees and to assume other expenses of the Fund through September 30, 2016, so that Total Annual Fund Operating Exepnses do not exceed 1.40%. 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, and indirect expenses (such as “Acquired Fund Fees and Expenses”). The Adviser may be entitled to reimbursement of any fees waived or expenses reimbursed prior to February 1, 2014, pursuant to the agreement provided overall expenses fall below the limitations set forth above. The Adviser may recoup the sum of all fees previously waived or expenses reimbursed during any of the previous three years, less any reimbursement previously paid, provided total expenses do not exceed the limitation set forth above. This agreement may only be terminated by mutual consent of the Adviser and the Board of Trustees.

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. The Fund’s investment objectives, risks, charges and expenses must be considered carefully before investing. Current performance may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling (877) 670-2227.

 

(a) Return figures reflect any change in price per share and assume the reinvestment of all distributions.

 

(b)

The S&P 500® Index and the Russell 3000® Index are unmanaged indices that assume reinvestment of all distributions and exclude the effect of taxes and fees. These indices are widely recognized unmanaged indices of equity prices. Individuals cannot invest directly in these indices; however, an individual can invest in exchange-traded funds or other investment vehicles that attempt to track the performance of a benchmark index.

 

(c) Effective January 19, 2015, the Fund (formerly known as the Cloud Capital Strategic Large Cap Fund) adopted a new investment objective and strategy. The Trust has designated the Russell 3000 Index as the Fund’s primary benchmark index as it is more representative of the Fund’s investment objective and strategy.

The Fund’s investment objectives, risks, charges and expenses must be considered carefully before investing. The prospectus contains this and other important information about the investment company and may be obtained by calling (877) 670-2227. Please read it carefully before investing.

The Fund is distributed by Unified Financial Securities, Inc., Member FINRA.

 

Annual Report

 

2


  

 

LOGO

The chart above assumes an initial investment of $1,000,000 made on June 29, 2011 (commencement of Fund operations) and held through May 31, 2015. THE FUND’S RETURNS REPRESENT PAST PERFORMANCE AND DO NOT GUARANTEE FUTURE RESULTS. The returns shown do not reflect deduction of taxes that a shareholder would pay on the Fund’s distributions or the redemption of the Fund’s shares. Investment returns and principal values will fluctuate so that your shares, when redeemed, may be worth more or less than their original purchase price.

Current performance may be lower or higher than the performance data quoted. For more information on the Fund, and to obtain performance data current to the most recent month-end, or to request a prospectus, please call (877) 670-2227. You should carefully consider the investment objectives, potential risks, management fees, and charges and expenses of the Fund before investing. The Fund’s prospectus contains this and other information about the Fund, and should be read carefully before investing.

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

 

Annual Report

 

3


Fund Holdings – (Unaudited)

  

 

LOGO

 

(a) As a percent of net assets.

The investment objective of the Cloud Capital Strategic All Cap 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, which is available on the SEC’s web site at www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

Annual Report

 

4


About the Fund’s Expenses – (Unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs (such as short-term redemption fees); and (2) ongoing costs, including management fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period, and held for the entire period from December 1, 2014 to May 31, 2015.

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 the Period Ended May 31, 2015” 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 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 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 and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

     

Beginning
Account
Value

December 1, 2014

  

Ending

Account Value

May 31, 2015

    

Expenses
Paid
During

the Period
Ended

May 31, 2015(a)

 

Cloud Capital Strategic All Cap Fund – Institutional Class

                 

Actual

   $1,000.00    $ 1,025.70       $ 7.42   

Hypothetical (b)

   $1,000.00    $ 1,017.60       $ 7.39   

 

(a) Expenses are equal to the Fund’s annualized expense ratio of 1.47%, multiplied by the average account value over the period, multiplied by 182/365.
(b) Assumes a 5% return before expenses.

 

Annual Report

 

5


 
Cloud Capital Strategic All Cap Fund   May 31, 2015

 

Schedule of Investments

 

Shares          Fair Value       

 

Common Stocks — 93.13%

         

 

Consumer Discretionary — 9.90%

   
  506     

Aaron’s, Inc.

  $ 17,739     
  137     

Advance Auto Parts, Inc.

    20,936     
  4,911     

Aeropostale, Inc. *

    9,283     
  42     

Amazon.com, Inc. *

    17,817     
  287     

AMC Networks, Inc. - Class A *

    22,523     
  1,550     

American Eagle Outfitters, Inc.

    25,373     
  424     

ANN, Inc. *

    19,816     
  584     

Apollo Group, Inc. - Class A *

    9,677     
  1,009     

Ascena Retail Group, Inc. *

    14,911     
  247     

AutoNation, Inc. *

    15,435     
  27     

AutoZone, Inc. *

    17,931     
  817     

Barnes & Noble, Inc. *

    19,209     
  229     

Bed Bath & Beyond, Inc. *

    16,297     
  500     

Best Buy Co., Inc.

    17,342     
  393     

Big Lots, Inc.

    17,234     
  358     

Bob Evans Farms, Inc.

    16,434     
  214     

BorgWarner, Inc.

    12,875     
  351     

Brinker International, Inc.

    19,345     
  284     

Cabela’s, Inc. - Class A *

    14,498     
  840     

Cablevision Systems Corp.

    20,580     
  317     

CarMax, Inc. *

    22,515     
  369     

Carnival Corp.

    17,077     
  250     

Carter’s, Inc.

    25,854     
  236     

CBS Corp. - Class B

    14,564     
  86     

CDK Global, Inc.

    4,600     
  276     

CEB, Inc.

    23,338     
  385     

Cheesecake Factory, Inc./The

    19,843     
  1,056     

Chico’s FAS, Inc.

    17,545     
  24     

Chipotle Mexican Grill, Inc. *

    14,878     
  536     

Cinemark Holdings, Inc.

    21,715     
  362     

Coach, Inc.

    12,806     
  273     

Comcast Corp. - Class A

    15,950     
  518     

CST Brands, Inc.

    20,602     
  606     

D.R. Horton, Inc.

    15,832     
  296     

Darden Restaurants, Inc.

    19,390     
  214     

Deckers Outdoor Corp. *

    14,600     
  210     

Delphi Automotive PLC

    18,302     
  397     

DeVry Education Group, Inc.

    12,637     
  397     

Dick’s Sporting Goods, Inc.

    21,338     
  3     

Dillard’s, Inc. - Class A

    348     
  167     

DIRECTV - Class A *

    15,192     
  181     

Discovery Communications, Inc. - Class A *

    6,159     
  181     

Discovery Communications, Inc. - Class C *

    5,684     
  229     

Dollar General Corp.

    16,594     
Shares          Fair Value       

 

Common Stocks — (Continued)

         

 

Consumer Discretionary — (Continued)

   
  258     

Dollar Tree, Inc. *

  $ 19,348     
  252     

Domino’s Pizza, Inc.

    27,427     
  696     

DreamWorks Animation SKG, Inc. - Class A *

    18,748     
  181     

Expedia, Inc.

    19,380     
  207     

Family Dollar Stores, Inc.

    16,028     
  354     

Foot Locker, Inc.

    22,393     
  855     

Ford Motor Co.

    12,971     
  132     

Fossil Group, Inc. *

    9,354     
  362     

GameStop Corp. - Class A

    15,715     
  496     

Gannett Co., Inc.

    17,766     
  341     

Gap, Inc./The

    13,056     
  241     

Garmin Ltd.

    10,972     
  402     

General Motors Co.

    14,452     
  1,227     

Gentex Corp.

    21,073     
  168     

Genuine Parts Co.

    15,228     
  524     

Goodyear Tire & Rubber Co./The

    16,680     
  21     

Graham Holdings Co.

    22,657     
  676     

Guess?, Inc.

    11,854     
  433     

H & R Block, Inc.

    13,724     
  807     

Hanesbrands, Inc.

    25,710     
  207     

Harley-Davidson, Inc.

    11,070     
  137     

Harman International Industries, Inc.

    16,560     
  277     

Hasbro, Inc.

    19,984     
  178     

Home Depot, Inc./The

    19,867     
  360     

HSN, Inc.

    24,167     
  166     

International Game Technology PLC *

    2,997     
  543     

International Speedway Corp. - Class A

    20,234     
  728     

Interpublic Group of Cos., Inc./The

    14,864     
  446     

Jarden Corp. *

    23,658     
  259     

John Wiley & Sons, Inc. - Class A

    15,007     
  288     

Johnson Controls, Inc.

    15,000     
  1,025     

KB Home

    15,145     
  272     

Kohl’s Corp.

    17,815     
  254     

L Brands, Inc.

    22,005     
  432     

Leggett & Platt, Inc.

    20,443     
  343     

Lennar Corp. - Class A

    15,971     
  367     

Life Time Fitness, Inc. *

    26,399     
  662     

LKQ Corp. *

    18,922     
  311     

Lowe’s Companies, Inc.

    21,771     
  250     

Macy’s, Inc.

    16,730     
  228     

Marriott International, Inc. - Class A

    17,775     
  375     

Mattel, Inc.

    9,683     
  439     

Matthews International Corp. - Class A

    21,778     
  142     

McDonalds Corp.

    13,657     
  622     

MDC Holdings, Inc.

    17,397     
 

 

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

Annual Report

 

6


 
Cloud Capital Strategic All Cap Fund   May 31, 2015

 

Schedule of Investments (Continued)

 

Shares          Fair Value       

 

Common Stocks — (Continued)

         

 

Consumer Discretionary — (Continued)

   
  403     

Meredith Corp.

  $ 21,276     
  155     

Michael Kors Holdings Ltd. *

    7,195     
  228     

Mohawk Industries, Inc. *

    42,496     
  32     

Netflix, Inc. *

    20,161     
  1,150     

New York Times Co./The - Class A

    15,986     
  463     

Newell Rubbermaid, Inc.

    18,294     
  811     

News Corp. - Class A *

    12,282     
  189     

NIKE, Inc. - Class B

    19,190     
  211     

Nordstrom, Inc.

    15,334     
  15     

NVR, Inc. *

    20,946     
  3,062     

Office Depot, Inc. *

    28,384     
  206     

Omnicom Group, Inc.

    15,336     
  92     

O’Reilly Automotive, Inc. *

    20,258     
  117     

Panera Bread Co. - Class A *

    21,352     
  135     

Polaris Industries, Inc.

    19,367     
  12     

Priceline Group, Inc. *

    14,634     
  727     

Pulte Group, Inc.

    13,952     
  121     

PVH Corp.

    12,704     
  92     

Ralph Lauren Corp.

    12,046     
  1,252     

Regis Corp. *

    20,238     
  60     

Remy International, Inc.

    1,325     
  618     

Rent-A-Center, Inc.

    18,690     
  210     

Ross Stores, Inc.

    20,312     
  532     

Scholastic Corp.

    23,659     
  1,558     

Scientific Games Corp. - Class A *

    23,718     
  178     

Scripps Networks Interactive, Inc. - Class A

    11,911     
  877     

Service Corporation International

    25,482     
  160     

Signet Jewelers Ltd.

    20,665     
  431     

Sotheby’s

    19,341     
  1,299     

Staples, Inc.

    21,392     
  379     

Starbucks Corp.

    19,691     
  183     

Starwood Hotels & Resorts Worldwide, Inc.

    15,108     
  315     

Strayer Education, Inc. *

    14,446     
  247     

Target Corp.

    19,562     
  302     

Tempur Sealy International, Inc. *

    17,998     
  306     

Thor Industries, Inc.

    18,681     
  145     

Tiffany & Co.

    13,559     
  102     

Time Warner Cable, Inc. - Class A

    18,378     
  206     

Time Warner, Inc.

    17,390     
  259     

TJX Cos., Inc./The

    16,693     
  484     

Toll Brothers, Inc. *

    17,511     
  272     

Tractor Supply Co.

    23,728     
  136     

TripAdvisor, Inc. *

    10,376     
  219     

Tupperware Brands Corp.

    14,424     
  403     

Twenty-First Century Fox, Inc.

    13,547     
Shares          Fair Value       

 

Common Stocks — (Continued)

         

 

Consumer Discretionary — (Continued)

   
  297     

Under Armour, Inc. - Class A *

  $ 23,314     
  412     

Urban Outfitters, Inc. *

    14,153     
  62     

Vectrus, Inc. *

    1,561     
  231     

VF Corp.

    16,278     
  165     

Viacom, Inc. - Class B

    11,035     
  277     

Vista Outdoor, Inc. *

    12,767     
  171     

Walt Disney Co./The

    18,899     
  2,079     

Wendy’s Co./The

    23,367     
  104     

Whirlpool Corp.

    19,203     
  230     

Williams-Sonoma, Inc.

    18,088     
  197     

Wyndham Worldwide Corp.

    16,753     
  75     

Wynn Resorts Ltd.

    7,557     
  182     

Yum! Brands, Inc.

    16,365     
        2,514,411     

 

Consumer Staples — 10.74%

   
  913     

Altria Group, Inc.

    46,735     
  842     

Archer-Daniels-Midland Co.

    44,481     
  2,548     

Avon Products, Inc.

    17,125     
  391     

Brown-Forman Corp. - Class B

    36,902     
  830     

Campbell Soup Co.

    40,101     
  1,180     

Church & Dwight Co., Inc.

    99,080     
  419     

Clorox Co./The

    45,100     
  924     

Coca-Cola Co./The

    37,845     
  823     

Coca-Cola Enterprises, Inc.

    36,404     
  548     

Colgate-Palmolive Co.

    36,622     
  1,220     

ConAgra Foods, Inc.

    47,109     
  434     

Constellation Brands, Inc. - Class A

    51,183     
  333     

Costco Wholesale Corp.

    47,516     
  488     

CVS Health Corp.

    49,922     
  4,617     

Dean Foods Co.

    85,054     
  639     

Dr. Pepper Snapple Group, Inc.

    48,951     
  682     

Energizer Holdings, Inc.

    96,642     
  491     

Estee Lauder Cos., Inc./The - Class A

    42,900     
  4,016     

Flowers Foods, Inc.

    90,205     
  698     

General Mills, Inc.

    39,215     
  378     

Hershey Co./The

    35,144     
  769     

Hormel Foods Corp.

    43,987     
  1,074     

Ingredion, Inc.

    88,052     
  354     

JM Smucker Co./The

    41,928     
  569     

Kellogg Co.

    35,744     
  658     

Keurig Green Mountain, Inc.

    56,714     
  340     

Kimberly-Clark Corp.

    36,965     
  681     

Kraft Foods Group, Inc.

    57,540     
  787     

Kroger Co./The

    57,294     
  881     

Lancaster Colony Corp.

    78,649     
  599     

Lorillard, Inc.

    43,425     
  523     

McCormick & Co., Inc.

    41,070     
 

 

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

Annual Report

 

7


 
Cloud Capital Strategic All Cap Fund   May 31, 2015

 

Schedule of Investments (Continued)

 

Shares          Fair Value       

 

Common Stocks — (Continued)

         

 

Consumer Staples — (Continued)

   
  418     

Mead Johnson Nutrition Co.

  $ 40,628     
  518     

Molson Coors Brewing Co. - Class B

    38,039     
  1,001     

Mondelez International, Inc. - Class A

    41,614     
  520     

Monster Beverage Corp. *

    66,166     
  430     

PepsiCo, Inc.

    41,510     
  432     

Philip Morris International, Inc.

    35,849     
  1,582     

Post Holdings, Inc. *

    68,433     
  477     

Procter & Gamble Co.

    37,377     
  631     

Reynolds American, Inc.

    48,397     
  10,242     

SUPERVALU, Inc. *

    90,440     
  1,029     

Sysco Corp.

    38,224     
  2,938     

Tootsie Roll Industries, Inc.

    90,316     
  1,028     

Tyson Foods, Inc. - Class A

    43,619     
  1,249     

United Natural Foods, Inc. *

    83,750     
  1,476     

Universal Corp.

    76,010     
  499     

Walgreens Boots Alliance, Inc.

    42,813     
  495     

Wal-Mart Stores, Inc.

    36,784     
  2,427     

WhiteWave Food Co. *

    116,553     
  888     

Whole Foods Market, Inc.

    36,623     
        2,728,749     

 

Energy — 9.43%

   
  23,517     

Alpha Natural Resources, Inc. *

    11,690     
  380     

Anadarko Petroleum Corp.

    31,739     
  420     

Apache Corp.

    25,114     
  23,525     

Arch Coal, Inc. *

    11,527     
  1,660     

Atwood Oceanics, Inc.

    51,067     
  575     

Baker Hughes, Inc.

    37,076     
  3,056     

Bill Barrett Corp. *

    26,983     
  1,183     

Cabot Oil & Gas Corp.

    40,170     
  161     

California Resources Corp.

    1,261     
  630     

Cameron International Corp. *

    32,327     
  637     

CARBO Ceramics, Inc.

    27,164     
  1,362     

Chesapeake Energy Corp.

    19,219     
  326     

Chevron Corp.

    33,606     
  621     

Cimarex Energy Co.

    71,744     
  504     

ConocoPhillips

    32,063     
  899     

Consol Energy, Inc.

    25,025     
  2,324     

Denbury Resources, Inc.

    17,130     
  528     

Devon Energy Corp.

    34,420     
  873     

Diamond Offshore Drilling, Inc.

    26,496     
  1,374     

Dresser-Rand Group, Inc. *

    116,203     
  813     

Dril-Quip, Inc. *

    61,438     
  956     

Energen Corp.

    66,157     
  795     

Ensco PLC - Class A

    18,685     
Shares          Fair Value       

 

Common Stocks — (Continued)

         

 

Energy — (Continued)

   
  362     

EOG Resources, Inc.

  $ 32,091     
  377     

EQT Corp.

    32,103     
  406     

Exxon Mobil Corp.

    34,575     
  690     

FMC Technologies, Inc. *

    28,838     
  607     

Halliburton Co.

    27,572     
  3,383     

Helix Energy Solutions Group, Inc. *

    53,008     
  366     

Helmerich & Payne, Inc.

    26,711     
  429     

Hess Corp.

    28,989     
  1,874     

HollyFrontier Corp.

    78,067     
  1,216     

Kinder Morgan, Inc.

    50,448     
  1,065     

Marathon Oil Corp.

    28,963     
  477     

Marathon Petroleum Corp.

    49,315     
  640     

Murphy Oil Corp.

    27,821     
  1,515     

Nabors Industries Ltd.

    22,351     
  540     

National Oilwell Varco, Inc.

    26,556     
  970     

Newfield Exploration Co. *

    36,685     
  1,299     

Noble Corp. PLC

    21,757     
  539     

Noble Energy, Inc.

    23,590     
  409     

Occidental Petroleum Corp.

    31,945     
  1,141     

Oceaneering International, Inc.

    57,949     
  1,345     

Oil States International, Inc. *

    54,976     
  394     

Paragon Offshore PLC

    654     
  2,543     

Patterson-UTI Energy, Inc.

    51,365     
  2,524     

Peabody Energy Corp.

    8,531     
  493     

Phillips 66

    38,980     
  180     

Pioneer Natural Resources Co.

    26,596     
  1,241     

QEP Resources, Inc.

    23,361     
  465     

Range Resources Corp.

    25,758     
  1,612     

Rosetta Resources, Inc. *

    37,660     
  1,273     

Rowan Cos. PLC

    27,336     
  390     

Schlumberger Ltd.

    35,392     
  93     

Seventy Seven Energy, Inc. *

    549     
  1,055     

SM Energy Co.

    55,176     
  871     

Southwestern Energy Co. *

    22,434     
  1,019     

Spectra Energy Corp.

    35,848     
  2,432     

Superior Energy Services, Inc.

    56,159     
  707     

Tesoro Corp.

    62,600     
  1,614     

Tidewater, Inc.

    39,617     
  1,019     

Transocean Ltd.

    19,215     
  1,279     

Unit Corp. *

    40,317     
  766     

Valero Energy Corp.

    45,394     
  735     

Williams Cos., Inc./The

    37,549     
  1,803     

World Fuel Services Corp.

    90,204     
  1,785     

WPX Energy, Inc. *

    23,008     
        2,396,317     

 

Financials — 7.87%

   
  140     

ACE Ltd.

    14,862     
  78     

Affiliated Managers Group, Inc. *

    17,409     
 

 

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

Annual Report

 

8


 
Cloud Capital Strategic All Cap Fund   May 31, 2015

 

Schedule of Investments (Continued)

 

Shares          Fair Value       

 

Common Stocks — (Continued)

         

 

Financials — (Continued)

   
  231     

Aflac, Inc.

  $ 14,386     
  193     

Alexander & Baldwin, Inc.

    7,934     
  36     

Alleghany Corp. *

    17,165     
  245     

Allstate Corp./The

    16,491     
  155     

American Express Co.

    12,319     
  271     

American Financial Group, Inc.

    17,211     
  265     

American International Group, Inc.

    15,559     
  125     

Ameriprise Financial, Inc.

    15,562     
  162     

Aon PLC

    16,369     
  2,061     

Apollo Investment Corp.

    16,178     
  350     

Arthur J Gallagher & Co.

    16,949     
  345     

Aspen Insurance Holdings Ltd.

    15,991     
  883     

Associated Banc-Corp.

    16,753     
  217     

Assurant, Inc.

    14,305     
  1,169     

Astoria Financial Corp.

    15,321     
  647     

BancorpSouth, Inc.

    15,642     
  930     

Bank of America Corp.

    15,340     
  275     

Bank of Hawaii Corp.

    17,258     
  408     

Bank of New York Mellon Corp./The

    17,692     
  381     

BB&T Corp.

    15,053     
  114     

Berkshire Hathaway, Inc. - Class B *

    16,287     
  47     

BlackRock, Inc.

    17,316     
  515     

Brown & Brown, Inc.

    16,669     
  180     

Capital One Financial Corp.

    15,077     
  609     

Cathay General Bancorp

    18,399     
  310     

CBOE Holdings, Inc.

    18,141     
  474     

CBRE Group, Inc. *

    18,121     
  532     

Charles Schwab Corp./The

    16,825     
  157     

Chubb Corp./The

    15,329     
  307     

Cincinnati Financial Corp.

    15,515     
  299     

Citigroup, Inc.

    16,183     
  210     

City National Corp.

    19,337     
  208     

CME Group, Inc.

    19,570     
  289     

Comerica, Inc.

    14,156     
  361     

Commerce Bancshares, Inc.

    16,107     
  281     

Crown Castle International Corp.

    22,890     
  203     

Cullen/Frost Bankers, Inc.

    14,896     
  237     

Discover Financial Services

    13,814     
  660     

E*Trade Financial Corp. *

    19,456     
  453     

East West Bancorp, Inc.

    19,424     
  433     

Eaton Vance Corp.

    17,577     
  50     

Everest Re Group Ltd.

    9,047     
  540     

Federated Investors, Inc. - Class B

    18,790     
  974     

Fidelity National Financial, Inc. - Class A

    36,971     
  334     

Fidelity National Financial, Inc. *

    5,129     
Shares          Fair Value       

 

Common Stocks — (Continued)

         

 

Financials — (Continued)

   
  686     

Fifth Third Bancorp.

  $ 13,895     
  561     

First American Financial Corp.

    20,050     
  1,322     

First Horizon National Corp.

    19,511     
  1,842     

First Niagara Financial Group, Inc.

    16,410     
  816     

FirstMerit Corp.

    16,019     
  257     

Franklin Resources, Inc.

    13,073     
  1,292     

Fulton Financial Corp.

    16,362     
  822     

Genworth Financial, Inc. - Class A *

    6,528     
  87     

Goldman Sachs Group, Inc./The

    17,936     
  341     

Greenhill & Co., Inc.

    13,262     
  458     

Hancock Holding Co.

    13,330     
  253     

Hanover Insurance Group, Inc.

    18,017     
  409     

Hartford Financial Services Group, Inc.

    16,815     
  335     

HCC Insurance Holdings, Inc.

    19,131     
  1,462     

Hudson City Bancorp, Inc.

    13,913     
  73     

Intercontinental Exchange Group, Inc.

    17,332     
  611     

International Bancshares Corp.

    15,943     
  390     

Invesco Ltd.

    15,530     
  911     

Iron Mountain, Inc.

    33,235     
  1,311     

Janus Capital Group, Inc.

    23,787     
  126     

Jones Lang LaSalle, Inc.

    21,878     
  257     

JPMorgan Chase & Co.

    16,926     
  438     

Kemper Corp.

    15,688     
  1,020     

KeyCorp

    14,869     
  288     

Legg Mason, Inc.

    15,375     
  553     

Leucadia National Corp.

    13,620     
  282     

Lincoln National Corp.

    16,049     
  333     

Loews Corp.

    13,352     
  119     

M&T Bank Corp.

    14,354     
  283     

Marsh & McLennan Cos., Inc.

    16,508     
  175     

McGraw Hill Financial, Inc.

    18,146     
  350     

Mercury General Corp.

    19,462     
  263     

MetLife, Inc.

    13,726     
  168     

Moody’s Corp.

    18,169     
  449     

Morgan Stanley

    17,142     
  349     

MSCI, Inc. - Class A

    21,640     
  385     

NASDAQ OMX Group, Inc./The

    19,915     
  1,043     

New York Community Bancorp, Inc.

    18,497     
  228     

Northern Trust Corp.

    17,019     
  956     

Old Republic International Corp.

    14,772     
  1,009     

People’s United Financial, Inc.

    15,700     
 

 

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

Annual Report

 

9


 
Cloud Capital Strategic All Cap Fund   May 31, 2015

 

Schedule of Investments (Continued)

 

Shares          Fair Value       

 

Common Stocks — (Continued)

         

 

Financials — (Continued)

   
  167     

PNC Financial Services Group, Inc.

  $ 15,946     
  332     

Primerica, Inc.

    14,703     
  299     

Principal Financial Group, Inc.

    15,455     
  578     

Progressive Corp./The

    15,802     
  259     

Prosperity Bancshares, Inc.

    13,863     
  166     

Prudential Financial, Inc.

    14,007     
  315     

Raymond James Financial, Inc.

    18,332     
  1,366     

Regions Financial Corp.

    13,785     
  201     

Reinsurance Group of America, Inc.

    18,781     
  485     

SEI Investments Co.

    23,207     
  127     

Signature Bank *

    17,773     
  1,660     

SLM Corp. *

    17,036     
  252     

StanCorp Financial Group, Inc.

    18,675     
  214     

State Street Corp.

    16,687     
  364     

SunTrust Banks, Inc.

    15,518     
  133     

SVB Financial Group *

    17,960     
  642     

Synovus Financial Corp.

    18,645     
  183     

T. Rowe Price Group, Inc.

    14,766     
  968     

TCF Financial Corp.

    15,230     
  267     

Torchmark Corp.

    15,239     
  153     

Travelers Cos., Inc./The

    15,467     
  657     

Trustmark Corp.

    15,662     
  344     

U.S. Bancorp

    14,831     
  416     

Unum Group

    14,532     
  70     

Urban Edge Properties

    1,504     
  1,620     

Valley National Bancorp

    15,846     
  351     

W.R. Berkley Corp.

    17,219     
  262     

Waddell & Reed Financial, Inc. - Class A

    12,527     
  705     

Washington Federal, Inc.

    15,574     
  513     

Webster Financial Corp.

    19,438     
  280     

Wells Fargo & Co.

    15,677     
  288     

Westamerica Bancorp

    13,169     
  448     

XL Group PLC

    16,893     
  487     

Zions Bancorp.

    14,071     
        1,999,481     

 

Health Care — 10.34%

   
  497     

Abbott Laboratories

    24,136     
  370     

AbbVie, Inc.

    24,634     
  200     

Actavis PLC *

    61,275     
  247     

Aetna, Inc.

    29,129     
  335     

Agilent Technologies, Inc.

    13,819     
  122     

Alexion Pharmaceuticals, Inc. *

    20,007     
  2,202     

Allscripts Healthcare Solutions, Inc. *

    30,982     
  274     

AmerisourceBergen Corp.

    30,817     
  170     

Amgen, Inc.

    26,534     
Shares          Fair Value       

 

Common Stocks — (Continued)

         

 

Health Care — (Continued)

   
  190     

Anthem, Inc.

  $ 31,810     
  275     

Baxter International, Inc.

    18,321     
  206     

Becton, Dickinson and Co.

    28,909     
  64     

Biogen Idec, Inc. *

    25,492     
  273     

Bio-Rad Laboratories, Inc. - Class A *

    39,407     
  369     

Bio-Techne Corp.

    37,373     
  1,559     

Boston Scientific Corp. *

    28,476     
  425     

Bristol-Myers Squibb Co.

    27,482     
  144     

C.R. Bard, Inc.

    24,568     
  292     

Cardinal Health, Inc.

    25,729     
  246     

Celgene Corp. *

    28,126     
  371     

Cerner Corp. *

    24,941     
  613     

Charles River Laboratories International, Inc. *

    44,379     
  219     

CIGNA Corp.

    30,813     
  757     

Community Health Systems, Inc. *

    41,865     
  247     

Cooper Cos., Inc./The

    44,808     
  280     

DaVita, Inc. *

    23,494     
  414     

DENTSPLY International, Inc.

    21,525     
  239     

Edwards LifeSciences Corp. *

    31,274     
  337     

Eli Lilly & Co.

    26,625     
  479     

Endo International PLC *

    40,106     
  285     

Express Scripts Holding Co. *

    24,871     
  246     

Gilead Sciences, Inc. *

    27,655     
  42     

Halyard Health, Inc. *

    1,731     
  823     

Health Net, Inc. *

    51,218     
  279     

Henry Schein, Inc. *

    39,560     
  834     

Hill-Rom Holdings, Inc.

    43,006     
  1,721     

HMS Holdings Corp. *

    29,329     
  1,306     

Hologic, Inc. *

    46,712     
  384     

Hospira, Inc. *

    33,973     
  161     

Humana, Inc.

    34,643     
  250     

IDEXX Laboratories, Inc. *

    33,881     
  49     

Intuitive Surgical, Inc. *

    24,129     
  196     

Johnson & Johnson

    19,666     
  297     

Laboratory Corp. of America Holdings *

    35,075     
  513     

LifePoint Hospitals, Inc. *

    38,592     
  429     

Mallinckrodt PLC *

    55,547     
  1,410     

Masimo Corp. *

    49,494     
  108     

McKesson Corp.

    25,594     
  560     

Mednax, Inc. *

    39,837     
  533     

Medtronic PLC

    40,704     
  348     

Merck & Co., Inc.

    21,197     
  134     

Mettler-Toledo International, Inc. *

    43,356     
  387     

Mylan NV *

    28,074     
  511     

Omnicare, Inc.

    48,706     
  975     

Owens & Minor, Inc.

    32,475     
  512     

Patterson Cos., Inc.

    24,491     
 

 

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

Annual Report

 

10


 
Cloud Capital Strategic All Cap Fund   May 31, 2015

 

Schedule of Investments (Continued)

 

Shares          Fair Value       

 

Common Stocks — (Continued)

         

 

Health Care — (Continued)

   
  423     

PerkinElmer, Inc.

  $ 22,314     
  138     

Perrigo Co. PLC

    26,265     
  679     

Pfizer, Inc.

    23,596     
  342     

Quest Diagnostics, Inc.

    25,747     
  65     

Regeneron Pharmaceuticals, Inc. *

    33,371     
  636     

ResMed, Inc.

    37,405     
  300     

St. Jude Medical, Inc.

    22,160     
  645     

STERIS Corp.

    43,074     
  237     

Stryker Corp.

    22,809     
  318     

Teleflex, Inc.

    40,997     
  417     

Tenet Healthcare Corp. *

    22,159     
  165     

Thermo Fisher Scientific, Inc.

    21,453     
  980     

Thoratec Corp. *

    44,487     
  380     

United Therapeutics Corp. *

    69,876     
  256     

UnitedHealth Group, Inc.

    30,774     
  364     

Universal Health Services, Inc. - Class B

    47,147     
  238     

Varian Medical Systems, Inc. *

    20,606     
  930     

VCA, Inc. *

    48,783     
  818     

Vertex Pharmaceuticals, Inc. *

    104,980     
  186     

Waters Corp. *

    24,791     
  433     

WellCare Health Plans, Inc. *

    37,068     
  188     

Zimmer Holdings, Inc.

    21,482     
  668     

Zoetis, Inc.

    33,269     
        2,624,985     

 

Industrials — 10.63%

   
  161     

3M Co.

    25,537     
  142     

Acuity Brands, Inc.

    25,039     
  673     

ADT Corp./The

    24,536     
  739     

AECOM Technology Corp. *

    24,423     
  342     

AGCO Corp.

    17,354     
  395     

Alaska Air Group, Inc.

    25,524     
  396     

Allegion PLC

    24,723     
  778     

AMETEK, Inc.

    41,851     
  987     

Avery Dennison Corp.

    61,077     
  197     

B/E Aerospace, Inc.

    11,303     
  173     

Boeing Co./The

    24,265     
  683     

Brink’s Co./The

    21,813     
  215     

Carlisle Cos., Inc.

    21,313     
  218     

Caterpillar, Inc.

    18,636     
  366     

CH Robinson Worldwide, Inc.

    22,619     
  366     

Cintas Corp.

    31,519     
  321     

CLARCOR, Inc.

    19,770     
  298     

Clean Harbors, Inc. *

    16,766     
  386     

Con-way, Inc.

    15,610     
Shares          Fair Value       

 

Common Stocks — (Continued)

         

 

Industrials — (Continued)

   
  514     

Copart, Inc. *

  $ 17,778     
  256     

Crane Co.

    15,510     
  753     

CSX Corp.

    25,679     
  147     

Cummins, Inc.

    19,959     
  284     

Danaher Corp.

    24,541     
  260     

Deere & Co.

    24,379     
  680     

Delta Air Lines, Inc.

    29,166     
  330     

Deluxe Corp.

    21,084     
  451     

Donaldson Co., Inc.

    16,096     
  259     

Dover Corp.

    19,513     
  219     

Dun & Bradstreet Corp.

    28,060     
  310     

Eaton Corp. PLC

    22,160     
  345     

Emerson Electric Co.

    20,789     
  324     

Equifax, Inc.

    32,496     
  157     

Esterline Technologies Corp. *

    17,010     
  515     

Expeditors International of Washington, Inc.

    23,609     
  474     

Fastenal Co.

    19,657     
  157     

FedEx Corp.

    27,113     
  300     

Flowserve Corp.

    16,480     
  299     

Fluor Corp.

    16,837     
  482     

Fortune Brands Home & Security, Inc.

    22,121     
  506     

FTI Consulting, Inc. *

    19,904     
  292     

GATX Corp.

    16,260     
  765     

General Cable Corp.

    14,447     
  195     

General Dynamics Corp.

    27,338     
  884     

General Electric Co.

    24,104     
  179     

Genesee & Wyoming, Inc. - Class A *

    14,772     
  247     

Graco, Inc.

    17,934     
  535     

Granite Construction, Inc.

    19,166     
  710     

Harsco Corp.

    11,438     
  603     

Herman Miller, Inc.

    16,692     
  492     

HNI Corp.

    23,868     
  247     

Honeywell International, Inc.

    25,704     
  153     

Hubbell, Inc. - Class B

    16,541     
  190     

Huntington Ingalls Industries, Inc.

    23,587     
  237     

IDEX Corp.

    18,283     
  264     

Illinois Tool Works, Inc.

    24,747     
  370     

Ingersoll-Rand PLC

    25,470     
  405     

ITT Corp.

    17,298     
  419     

Jacobs Engineering Group, Inc. *

    18,108     
  246     

JB Hunt Transport Services, Inc.

    20,634     
  380     

Joy Global, Inc.

    14,809     
  218     

Kansas City Southern

    19,741     
  719     

KBR, Inc.

    13,771     
  403     

Kennametal, Inc.

    14,516     
  167     

Keysight Technologies, Inc. *

    5,485     
 

 

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

Annual Report

 

11


 
Cloud Capital Strategic All Cap Fund   May 31, 2015

 

Schedule of Investments (Continued)

 

Shares          Fair Value       

 

Common Stocks — (Continued)

         

 

Industrials — (Continued)

   
  159     

Kirby Corp. *

  $ 12,226     
  98     

KLX, Inc. *

    4,308     
  187     

L-3 Communications Holdings, Inc.

    22,032     
  289     

Landstar System, Inc.

    18,879     
  211     

Lennox International, Inc.

    23,755     
  266     

Lincoln Electric Holdings, Inc.

    17,886     
  144     

Lockheed Martin Corp.

    27,096     
  222     

ManpowerGroup

    18,769     
  1,072     

Masco Corp.

    29,022     
  764     

Matson, Inc.

    30,775     
  333     

MSA Safety, Inc.

    14,869     
  207     

MSC Industrial Direct Co., Inc. -
Class A

    14,358     
  495     

Nielsen NV

    22,257     
  226     

Nordson Corp.

    18,284     
  227     

Norfolk Southern Corp.

    20,912     
  192     

Northrop Grumman Corp.

    30,565     
  138     

Orbital ATK, Inc.

    10,595     
  346     

Oshkosh Corp.

    17,377     
  369     

PACCAR, Inc.

    23,472     
  275     

Pall Corp.

    34,191     
  182     

Parker Hannifin Corp.

    21,939     
  310     

Pentair PLC

    19,828     
  840     

Pitney Bowes, Inc.

    18,345     
  86     

Precision Castparts Corp.

    18,304     
  671     

Quanta Services, Inc. *

    19,687     
  1,196     

R.R. Donnelley & Sons Co.

    22,935     
  244     

Raytheon Co.

    25,160     
  237     

Regal-Beloit Corp.

    18,547     
  628     

Republic Services, Inc.

    25,310     
  486     

Robert Half International, Inc.

    27,391     
  183     

Rockwell Automation, Inc.

    22,463     
  290     

Rockwell Collins, Inc.

    27,616     
  917     

Rollins, Inc.

    22,753     
  157     

Roper Industries, Inc.

    27,465     
  264     

Ryder System, Inc.

    24,228     
  196     

Snap-on, Inc.

    30,533     
  869     

Southwest Airlines Co.

    32,211     
  174     

SPX Corp.

    12,939     
  265     

Stanley Black & Decker, Inc.

    27,113     
  194     

Stericycle, Inc. *

    26,606     
  484     

Terex Corp.

    11,973     
  576     

Textron, Inc.

    26,032     
  283     

Timken Co.

    11,053     
  172     

Towers Watson & Co. - Class A

    23,784     
  444     

Trinity Industries, Inc.

    13,319     
  262     

Triumph Group, Inc.

    17,462     
  505     

Tyco International PLC

    20,395     
  233     

Union Pacific Corp.

    23,471     
Shares          Fair Value       

 

Common Stocks — (Continued)

         

 

Industrials — (Continued)

   
  228     

United Parcel Service, Inc. - Class B

  $ 22,612     
  178     

United Rentals, Inc. *

    15,831     
  199     

United Technologies Corp.

    23,270     
  1,932     

UTi Worldwide, Inc. *

    18,590     
  117     

Valmont Industries, Inc.

    14,604     
  90     

W.W. Grainger, Inc.

    21,600     
  226     

Wabtec Corp.

    22,712     
  438     

Waste Connections, Inc.

    21,257     
  531     

Waste Management, Inc.

    26,363     
  186     

Watsco, Inc.

    23,370     
  701     

Werner Enterprises, Inc.

    19,300     
  384     

Woodward, Inc.

    19,583     
  597     

Xylem, Inc.

    21,816     
        2,699,730     

 

Information Technology — 10.28%

   
  305     

3D Systems Corp. *

    6,673     
  248     

Accenture PLC - Class A

    23,815     
  867     

ACI Worldwide, Inc. *

    20,649     
  749     

Acxiom Corp. *

    12,404     
  271     

Adobe Systems, Inc. *

    21,461     
  740     

ADTRAN, Inc.

    12,738     
  508     

Advent Software, Inc.

    22,219     
  331     

Akamai Technologies, Inc. *

    25,281     
  179     

Alliance Data Systems Corp. *

    53,493     
  586     

Altera Corp.

    28,622     
  421     

Amphenol Corp. - Class A

    23,999     
  373     

Analog Devices, Inc.

    25,377     
  212     

ANSYS, Inc. *

    18,891     
  441     

AOL, Inc. *

    22,040     
  222     

Apple, Inc.

    28,935     
  906     

Applied Materials, Inc.

    18,238     
  266     

Arrow Electronics, Inc. *

    16,177     
  1,704     

Atmel Corp.

    15,112     
  357     

Autodesk, Inc. *

    19,325     
  261     

Automatic Data Processing, Inc.

    22,328     
  372     

Avnet, Inc.

    16,390     
  526     

Broadcom Corp. - Class A

    29,913     
  404     

Broadridge Financial Solutions, Inc.

    21,907     
  703     

CA, Inc.

    21,417     
  957     

Cadence Design Systems, Inc. *

    18,941     
  720     

Ciena Corp. *

    17,361     
  838     

Cisco Systems, Inc.

    24,551     
  306     

Citrix Systems, Inc. *

    19,903     
  413     

Cognizant Technology Solutions
Corp. - Class A *

    26,701     
  328     

CommVault Systems, Inc. *

    14,559     
 

 

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

Annual Report

 

12


 
Cloud Capital Strategic All Cap Fund   May 31, 2015

 

Schedule of Investments (Continued)

 

Shares          Fair Value       

 

Common Stocks — (Continued)

         

 

Information Technology — (Continued)

   
  319     

Computer Sciences Corp.

  $ 21,916     
  771     

Convergys Corp.

    19,135     
  538     

CoreLogic, Inc. *

    20,955     
  958     

Corning, Inc.

    20,038     
  250     

Covisint Corp. *

    672     
  321     

Cree, Inc. *

    9,714     
  1,525     

Cypress Semiconductor Corp.

    20,935     
  429     

Diebold, Inc.

    14,659     
  178     

DST Systems, Inc.

    21,119     
  404     

eBay, Inc. *

    24,813     
  547     

Electronic Arts, Inc. *

    34,322     
  765     

EMC Corp.

    20,157     
  79     

Equinix, Inc.

    21,146     
  178     

F5 Networks, Inc. *

    22,400     
  275     

Facebook, Inc. - Class A *

    21,804     
  141     

Factset Research Systems, Inc.

    23,248     
  268     

Fair Isaac Corp.

    23,551     
  1,009     

Fairchild Semiconductor International, Inc. *

    20,106     
  376     

Fidelity National Information Services, Inc.

    23,566     
  291     

First Solar, Inc. *

    14,487     
  334     

Fiserv, Inc. *

    26,736     
  558     

FLIR Systems, Inc.

    17,055     
  232     

Gartner, Inc. *

    20,267     
  230     

Global Payments, Inc.

    24,030     
  36     

Google, Inc. - Class A *

    19,475     
  382     

Harris Corp.

    30,288     
  582     

Hewlett-Packard Co.

    19,429     
  440     

Informatica Corp. *

    21,298     
  575     

Ingram Micro, Inc. - Class A *

    15,408     
  1,115     

Integrated Device Technology, Inc. *

    26,369     
  678     

Intel Corp.

    23,370     
  349     

InterDigital, Inc.

    20,472     
  112     

International Business Machines Corp.

    19,049     
  1,110     

Intersil Corp. - Class A

    14,988     
  254     

Intuit, Inc.

    26,462     
  397     

Itron, Inc. *

    14,264     
  1,020     

Jabil Circuit, Inc.

    25,054     
  276     

Jack Henry & Associates, Inc.

    17,962     
  809     

Juniper Networks, Inc.

    22,495     
  366     

KLA-Tencor Corp.

    21,812     
  304     

Lam Research Corp.

    25,000     
  362     

Lexmark International, Inc. - Class A

    16,660     
  436     

Linear Technology Corp.

    20,863     
  571     

ManTech International Corp. - Class A

    16,260     
Shares          Fair Value       

 

Common Stocks — (Continued)

         

 

Information Technology — (Continued)

   
  268     

MasterCard, Inc. - Class A

  $ 24,718     
  766     

Mentor Graphics Corp.

    19,991     
  414     

Microchip Technology, Inc.

    20,331     
  626     

Micron Technology, Inc. *

    17,476     
  490     

Microsoft Corp.

    22,944     
  2,596     

Monster Worldwide, Inc. *

    15,758     
  304     

Motorola Solutions, Inc.

    17,952     
  525     

National Instruments Corp.

    15,713     
  484     

NCR Corp. *

    14,541     
  555     

NetApp, Inc.

    18,551     
  666     

NeuStar, Inc. - Class A *

    18,203     
  1,042     

NVIDIA Corp.

    23,057     
  475     

Oracle Corp.

    20,655     
  499     

Paychex, Inc.

    24,680     
  350     

Plantronics, Inc.

    19,329     
  1,289     

Polycom, Inc. *

    17,361     
  432     

PTC, Inc. *

    17,830     
  407     

Qorvo, Inc. *

    33,439     
  258     

QUALCOMM, Inc.

    17,993     
  436     

Rackspace Hosting, Inc. *

    17,467     
  380     

Red Hat, Inc. *

    29,327     
  667     

Rovi Corp. *

    11,178     
  346     

Salesforce.com, Inc. *

    25,186     
  198     

SanDisk Corp.

    13,521     
  366     

Seagate Technology PLC

    20,375     
  594     

Semtech Corp. *

    12,694     
  334     

Silicon Laboratories, Inc. *

    18,526     
  340     

Skyworks Solutions, Inc.

    37,209     
  399     

SolarWinds, Inc. *

    18,946     
  249     

Solera Holdings, Inc.

    12,270     
  738     

SunEdison, Inc. *

    22,111     
  941     

Symantec Corp.

    23,179     
  414     

Synopsys, Inc. *

    20,640     
  327     

TE Connectivity Ltd.

    22,568     
  263     

Tech Data Corp. *

    16,596     
  452     

Teradata Corp. *

    17,615     
  426     

Texas Instruments, Inc.

    23,811     
  664     

Total System Services, Inc.

    27,355     
  422     

Trimble Navigation Ltd. *

    9,891     
  442     

VeriFone Systems, Inc. *

    16,869     
  388     

VeriSign, Inc. *

    24,510     
  381     

Visa, Inc. - Class A

    26,135     
  1,074     

Vishay Intertechnology, Inc.

    13,988     
  220     

Western Digital Corp.

    21,456     
  1,263     

Western Union Co./The

    27,725     
  156     

WEX, Inc. *

    17,699     
  1,600     

Xerox Corp.

    18,267     
  431     

Xilinx, Inc.

    20,444     
  1,577     

Yahoo!, Inc. *

    67,729     
  206     

Zebra Technologies Corp. - Class A *

    22,608     
        2,611,646     
 

 

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

Annual Report

 

13


 
Cloud Capital Strategic All Cap Fund   May 31, 2015

 

Schedule of Investments (Continued)

 

Shares          Fair Value       

 

Common Stocks — (Continued)

         

 

Materials — 10.75%

   
  381     

Air Products & Chemicals, Inc.

  $ 55,947     
  459     

Airgas, Inc.

    46,823     
  588     

Albemarle Corp.

    35,369     
  3,405     

Alcoa, Inc.

    42,563     
  1,178     

Allegheny Technologies, Inc.

    38,276     
  629     

AptarGroup, Inc.

    40,136     
  388     

Ashland, Inc.

    49,391     
  805     

Ball Corp.

    57,177     
  1,207     

Bemis Co., Inc.

    55,453     
  687     

Cabot Corp.

    28,503     
  658     

Carpenter Technology Corp.

    26,879     
  203     

CF Industries Holdings, Inc.

    63,980     
  3,492     

Cliffs Natural Resources, Inc.

    18,541     
  2,299     

Commercial Metals Co.

    36,944     
  448     

Compass Minerals International, Inc.

    38,621     
  820     

Cytec Industries, Inc.

    49,610     
  978     

Domtar Corp.

    42,248     
  958     

Dow Chemical Co./The

    49,906     
  437     

Eagle Materials, Inc.

    36,462     
  563     

Eastman Chemical Co.

    43,246     
  455     

Ecolab, Inc.

    52,202     
  726     

EI du Pont de Nemours & Co.

    51,581     
  649     

FMC Corp.

    37,086     
  1,489     

Freeport-McMoRan Copper & Gold, Inc. - Class B

    29,268     
  787     

Greif, Inc. - Class A

    30,049     
  486     

International Flavors & Fragrances, Inc.

    57,822     
  1,021     

International Paper Co.

    52,904     
  2,325     

Intrepid Potash, Inc. *

    27,022     
  2,783     

Louisiana-Pacific Corp. *

    50,345     
  506     

Lyondellbasell Industries NV - Class A

    51,109     
  316     

Martin Marietta Materials, Inc.

    47,043     
  1,139     

MeadWestvaco Corp.

    57,542     
  658     

Minerals Technologies, Inc.

    44,267     
  410     

Monsanto Co.

    48,006     
  992     

Mosaic Co./The

    45,495     
  109     

NewMarket Corp.

    50,069     
  2,090     

Newmont Mining Corp.

    56,932     
  970     

Nucor Corp.

    45,872     
  1,519     

Olin Corp.

    44,412     
  1,444     

Owens-Illinois, Inc. *

    34,511     
  601     

Packaging Corp. of America

    41,557     
  242     

PPG Industries, Inc.

    55,361     
  372     

Praxair, Inc.

    45,724     
Shares          Fair Value       

 

Common Stocks — (Continued)

         

 

Materials — (Continued)

   
  58     

Rayonier Advanced Materials, Inc.

  $ 951     
  575     

Reliance Steel & Aluminum Co.

    36,685     
  808     

Rock-Tenn Co. - Class A

    52,625     
  603     

Royal Gold, Inc.

    39,085     
  925     

RPM International, Inc.

    46,272     
  759     

Scotts Miracle-Gro Co./The - Class A

    46,491     
  1,448     

Sealed Air Corp.

    70,518     
  776     

Sensient Technologies Corp.

    52,503     
  241     

Sherwin-Williams Co./The

    69,525     
  489     

Sigma-Aldrich Corp.

    68,101     
  843     

Silgan Holdings, Inc.

    45,821     
  972     

Sonoco Products Co.

    43,780     
  2,327     

Steel Dynamics, Inc.

    50,762     
  141     

TimkenSteel Corp.

    4,204     
  1,983     

United States Steel Corp.

    48,381     
  544     

Valspar Corp.

    45,442     
  20     

Veritiv Corp. *

    829     
  763     

Vulcan Materials Co.

    68,659     
  990     

Worthington Industries, Inc.

    26,948     
        2,729,836     

 

Real Estate Investment Trusts — 2.31%

   
  104     

Alexandria Real Estate Equities, Inc.

    9,688     
  211     

American Campus Communities, Inc.

    8,235     
  165     

American Tower Corp. - Class A

    15,334     
  465     

Apartment Investment & Management Co. - Class A

    17,646     
  106     

AvalonBay Communities, Inc.

    17,730     
  376     

BioMed Realty Trust, Inc.

    7,674     
  130     

Boston Properties, Inc.

    16,942     
  116     

Camden Property Trust

    8,670     
  446     

Communications Sales & Leasing, Inc.

    11,621     
  288     

Corporate Office Properties Trust

    7,382     
  503     

Corrections Corp. of America

    17,695     
  457     

Duke Realty Corp.

    8,948     
  347     

Equity One, Inc.

    8,594     
  241     

Equity Residential

    17,918     
  90     

Essex Property Trust, Inc.

    19,987     
  153     

Extra Space Storage, Inc.

    10,687     
  67     

Federal Realty Investment Trust

    9,021     
 

 

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

Annual Report

 

14


 
Cloud Capital Strategic All Cap Fund   May 31, 2015

 

Schedule of Investments (Continued)

 

Shares          Fair Value       

 

Common Stocks — (Continued)

         

 
 

Real Estate Investment Trusts —
(Continued)

   
  641     

General Growth Properties, Inc.

  $ 18,159     
  372     

HCP, Inc.

    14,405     
  243     

Health Care REIT, Inc.

    17,053     
  196     

Highwoods Properties, Inc.

    8,204     
  133     

Home Properties, Inc.

    9,887     
  284     

Hospitality Properties Trust

    8,575     
  671     

Host Hotels & Resorts, Inc.

    13,361     
  131     

Kilroy Realty Corp.

    9,014     
  652     

Kimco Realty Corp.

    15,622     
  367     

Lamar Advertising Co. - Class A

    22,257     
  218     

Liberty Property Trust

    7,633     
  223     

Macerich Co./The

    18,280     
  367     

Mack-Cali Realty Corp.

    6,196     
  223     

National Retail Properties, Inc.

    8,369     
  233     

Omega Healthcare Investors, Inc.

    8,400     
  338     

Plum Creek Timber Co., Inc.

    13,958     
  201     

Potlatch Corp.

    7,308     
  362     

ProLogis, Inc.

    14,346     
  87     

Public Storage, Inc.

    16,849     
  174     

Rayonier, Inc.

    4,495     
  186     

Realty Income Corp.

    8,489     
  148     

Regency Centers Corp.

    9,323     
  356     

Senior Housing Properties Trust

    7,116     
  90     

Simon Property Group, Inc.

    16,322     
  72     

SL Green Realty Corp.

    8,517     
  228     

Taubman Centers, Inc.

    16,905     
  293     

UDR, Inc.

    9,528     
  239     

Ventas, Inc.

    15,905     
  140     

Vornado Realty Trust

    13,954     
  253     

Weingarten Realty Investors

    8,535     
  478     

Weyerhaeuser Co.

    15,561     
        586,298     

 

Telecommunication Services — 0.53%

   
  604     

AT&T, Inc.

    20,867     
  575     

CenturyLink, Inc.

    19,105     
  3,708     

Frontier Communications Corp.

    19,098     
  136     

Level 3 Communications, Inc. *

    7,534     
  2,214     

Sprint Corp. *

    10,296     
  308     

Telephone & Data Systems, Inc.

    9,133     
  605     

T-Mobile US, Inc. *

    23,509     
  425     

Verizon Communications, Inc.

    21,009     
Shares          Fair Value       

 

Common Stocks — (Continued)

         

 
 

Telecommunication Services —
(Continued)

   
  411     

Windstream Holdings, Inc.

  $ 3,344     
        133,895     

 

Utilities — 10.35%

   
  3,145     

AES Corp./The

    42,772     
  854     

AGL Resources, Inc.

    43,022     
  1,162     

Alliant Energy Corp.

    71,250     
  1,196     

Ameren Corp.

    48,132     
  870     

American Electric Power Co., Inc.

    48,972     
  2,629     

Aqua America, Inc.

    69,207     
  1,305     

Atmos Energy Corp.

    70,470     
  1,128     

Black Hills Corp.

    53,894     
  1,893     

CenterPoint Energy, Inc.

    38,566     
  1,299     

Cleco Corp.

    70,476     
  1,540     

CMS Energy Corp.

    52,566     
  833     

Consolidated Edison, Inc.

    51,495     
  667     

Dominion Resources, Inc. - Class A

    47,068     
  616     

DTE Energy Co.

    48,792     
  651     

Duke Energy Corp.

    49,326     
  826     

Edison International

    50,237     
  589     

Entergy Corp.

    45,071     
  1,011     

Eversource Energy

    49,804     
  1,270     

Exelon Corp.

    42,948     
  1,326     

FirstEnergy Corp.

    47,298     
  2,664     

Great Plains Energy, Inc.

    69,459     
  2,793     

Hawaiian Electric Industries, Inc.

    85,284     
  1,212     

IDACORP, Inc.

    72,079     
  787     

Integrys Energy Group, Inc.

    56,614     
  2,003     

MDU Resources Group, Inc.

    41,949     
  878     

National Fuel Gas Co.

    56,419     
  471     

NextEra Energy, Inc.

    48,157     
  1,224     

NiSource, Inc.

    57,728     
  1,250     

NRG Energy, Inc.

    31,494     
  1,825     

OGE Energy Corp.

    57,480     
  3     

ONE Gas, Inc.

    111     
  746     

Oneok, Inc.

    31,262     
  1,718     

Pepco Holdings, Inc.

    46,804     
  993     

PG&E Corp.

    53,090     
  848     

Pinnacle West Capital Corp.

    51,643     
  2,360     

PNM Resources, Inc.

    62,762     
  1,376     

PPL Corp.

    47,759     
  1,214     

Public Service Enterprise Group, Inc.

    51,770     
  2,849     

Questar Corp.

    64,681     
  912     

SCANA Corp.

    48,504     
  451     

Sempra Energy

    48,432     
  1,053     

Southern Co.

    46,013     
  2,642     

TECO Energy, Inc.

    49,801     
  2,072     

UGI Corp.

    77,481     
 

 

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

Annual Report

 

15


 
Cloud Capital Strategic All Cap Fund   May 31, 2015

 

Schedule of Investments (Continued)

 

Shares/
Principal
Amount
         Fair Value       

 

Common Stocks — (Continued)

         

 

Utilities — (Continued)

   
  1,669     

Vectren Corp.

  $ 71,061     
  1,865     

Westar Energy, Inc.

    68,379     
  1,599     

WGL Holdings, Inc.

    92,010     
  1,004     

Wisconsin Energy Corp.

    48,471     
  1,502     

Xcel Energy, Inc.

    51,133     
        2,629,196     

 
 

Total Common Stocks
(Cost $20,877,262)

    23,654,544     

 

Exchange-Traded Funds — 1.64%

         
  1,600     

ProShares UltraPro MidCap400 Fund

    105,232     
  4,400     

ProShares UltraPro S&P 500 Fund

    311,564     

 
 

Total Exchange-Traded Funds
(Cost $362,370)

    416,796     

 

Rights — 0.00%

         

 

Consumer Staples — 0.00%

   
  1,104     

Safeway, Inc. (Property Development Centers)* (a)

        
  1,104     

Safeway, Inc. (Casa Ley)* (a)

        

 

Total Rights (Cost $—)

        

 

Cash Equivalents — 5.10%

         
  141,883     

FOLIOfn Investment Cash Account, 0.01% (b)

    141,883     
  1,152,658     

FOLIOfn Investment Sweep Account, 0.01% (b)

    1,152,658     

 
 

Total Cash Equivalents
(Cost $1,294,541)

    1,294,541     

 
 

Total Investments — 99.87%
(Cost $22,534,173)

    25,365,881     

 
 

Other Assets in Excess of
Liabilities — 0.13%

    32,467     

 

Net Assets — 100.00%

  $ 25,398,348     

 

(a) Securities have been deemed illiquid and represent 0.00% of the Fund’s net assets.

 

(b) Rate disclosed is the seven day yield as of May 31, 2015.

 

* Non-income producing security.

 

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

Annual Report

 

16


Statement of Assets and Liabilities

 

May 31, 2015

 

Assets:   

Investments in securities

  

At cost

   $ 22,534,173   
          

At fair value

   $ 25,365,881   

Cash

     2,969   

Receivable for fund shares sold

     2,234   

Interest and dividends receivable

     39,479   

Tax reclaims receivable

     31   

Prepaid expenses

     22,337   

Total assets

     25,432,931   
Liabilities:   

Payable to Adviser

     955   

Payable for investments purchased

     1,965   

Payable for fund shares redeemed

     1,814   

Payable to administrator, fund accountant and transfer agent

     7,631   

Payable for administrative servicing fees - Institutional Class

     1,985   

Other accrued expenses

     20,233   

Total Liabilities

     34,583   

Net Assets

   $ 25,398,348   
          
Net Assets consist of:   

Paid in capital

   $ 22,745,799   

Accumulated net investment income

     7,235   

Accumulated net realized loss from investment transactions

     (186,394

Net unrealized appreciation on investments

     2,831,708   

Net Assets

   $ 25,398,348   
          
Institutional Class:   

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

     2,922,448   

Net Asset Value, Offering and Redemption Price Per Share:

   $ 8.69   
          

 

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

Annual Report

 

17


Statement of Operations

 

For the Year Ended May 31, 2015

 

Investment Income   

Dividend income (net of foreign taxes withheld of $131)

   $ 396,135   

Interest income

     156   

Total investment income

     396,291   
Expenses   

Investment Adviser

     111,881   

Administrative servicing - Institutional Class

     25,880   

Administration

     39,304   

Fund accounting

     24,837   

Transfer agent

     34,874   

Custodian

     8,418   

Legal

     51,863   

Registration

     19,356   

Audit

     9,497   

Pricing

     16,646   

Trustee

     6,709   

Report printing

     27,043   

Miscellaneous

     8,004   

Line of credit

     5,286   

Total expenses

     389,598   

Recoupment of prior expenses waived/reimbursed by Adviser

     7,955   

Fees contractually waived by Adviser

     (111,881

Fees voluntarily waived by the Administrator

     (2,783

Net operating expenses

     282,889   

Net investment income

     113,402   
Net Realized and Unrealized Gain/(Loss) on Investments   

Net realized gain on investment transactions

     2,550,662   

Net change in unrealized appreciation of investments

     (953,519

Net realized and unrealized gain on investments

     1,597,143   

Net increase in net assets resulting from operations

   $ 1,710,545   
          

 

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

Annual Report

 

18


Statements of Changes in Net Assets

 

     

For the

Year Ended
May 31,
2015

    

For the

Year Ended
May 31,
2014

 
Increase (Decrease) in Net Assets due to:      
Operations:      

Net investment income

   $ 113,402       $ 224,083   

Net realized gain on investment transactions

     2,550,662         10,781,671   

Net change in unrealized appreciation of investments

     (953,519      (3,658,396 )

Net increase in net assets resulting from operations

     1,710,545        7,347,358  
Distributions:      

From net investment income:

     

Institutional Class

     (193,052      (196,571

From net realized gain:

     

Institutional Class

     (9,091,051      (4,113,598

Total distributions

     (9,284,103 )      (4,310,169 )
Capital Transactions—Institutional Class:      

Proceeds from shares sold

     11,015,838         4,351,185   

Shares issued in connection with merger (a)

     10,333,009           

Reinvestment of distributions

     6,464,866         2,286,184   

Amount paid for shares redeemed

     (19,229,951      (32,032,685

Net change resulting from capital transactions

     8,583,762        (25,395,316 )

Total Increase (Decrease) in Net Assets

     1,010,204        (22,358,127 )

Net Assets:

     

Beginning of year

     24,388,144         46,746,271   

End of year

   $ 25,398,348      $ 24,388,144  
                   

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

   $ 7,235      $ 96,333  
Share Transactions—Institutional Class:      

Shares sold

     935,892         248,756   

Shares issued in connection with merger (a)

     1,239,011           

Shares issued in reinvestment of distributions

     789,361         135,598   

Shares redeemed

     (1,356,593      (1,819,777

Total Institutional Class

     1,607,671        (1,435,423 )
(a) See Note 1 to the Notes to Financial Statements.

 

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

Annual Report

 

19


Financial Highlights

(For a share outstanding during each period)

 

     For the
Year Ended
May 31,
2015
    For the
Year Ended
May 31,
2014
    For the
Year Ended
May 31,
2013
    For the
Period Ended
May 31,
2012(a)
 
Institutional Class:        
Selected Per Share Data:        

Net asset value, beginning of period

  $ 18.55      $ 17.00      $ 14.46      $ 15.00   

Income from investment operations:

       

Net investment income

    0.06 (b)      0.13        0.13        0.07   

Net realized and unrealized gain (loss) on investments

    0.77        3.22        3.54        (0.54

Total from investment operations

    0.83        3.35        3.67        (0.47

Less distributions to shareholders:

       

From net investment income

    (0.22     (0.08     (0.14     (0.04

From net realized gains

    (10.47     (1.72     (0.99     (0.03

Total distributions

    (10.69     (1.80     (1.13     (0.07

Net asset value, end of period

  $ 8.69      $ 18.55      $ 17.00      $ 14.46   
                                 
Total Return(c)     7.99     20.81     26.51     (3.12 )%(d) 
Ratios and Supplemental Data:        

Net assets, end of period (000)

  $ 25,398      $ 24,388      $ 46,746      $ 38,550   

Ratio of expenses to average net assets

    1.26 %(e)      1.23     1.40     1.40 %(f) 

Ratio of expenses to average net assets before waiver and recoupment

    1.74     1.15     1.27     1.90 %(f) 

Ratio of net investment income to average net assets

    0.51     0.57     0.78     0.53 %(f) 

Ratio of net investment income to average net assets before waiver and recoupment

    0.03     0.65     0.91     0.03 %(f) 

Portfolio turnover rate

    61.71     90.14     72.66     163.38 %(d) 

 

(a) For the period June 29, 2011 (commencement of operations) to May 31, 2012.
(b) Net investment income per share is based on average shares outstanding during the year.
(c) 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 dividends.
(d) Not annualized
(e) Includes recoupment of previously waived fees of 0.04%.
(f) Annualized

 

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

Annual Report

 

20


Notes to the Financial Statements

 

May 31, 2015

Note 1. Organization

The Cloud Capital Strategic All Cap Fund (the “Fund”) (formerly the Cloud Capital Strategic Large Cap Fund) was organized as open-end diversified series of the Valued Advisers Trust (the “Trust”). The Trust is a management investment company established under the laws of Delaware by an Agreement and Declaration of Trust dated June 13, 2008 (the “Trust Agreement”). The Trust Agreement permits the Trustees 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 of Trustees (the “Board”). The Fund offers two share classes, Class A Shares and Institutional Class Shares. The Fund’s Class A Shares have not yet commenced operations. The Fund’s Institutional Class Shares commenced operations on June 29, 2011. The Fund’s investment adviser is Cloud Capital LLC (the “Adviser”). The investment objective of the Fund is long-term capital appreciation.

As of the close of business on January 16, 2015, the Fund acquired all the assets and assumed all of the liabilities of the Cloud Capital Strategic Mid Cap Fund (the “Mid Cap Fund”) pursuant to an agreement and plan of reorganization approved by the Board on November 19, 2014. 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 899,233 Institutional Class shares of the Mid Cap Fund (valued at $10,333,009) for 1,239,011 Institutional Class Shares of the Fund outstanding on January 16, 2015. For financial reporting purposes, assets received and shares issued by the Fund were recorded at fair value; however, the identified cost of the investments received from the Mid Cap Fund was carried forward to align ongoing reporting of the Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. The aggregate net assets of the Fund immediately before the acquisition were $13,682,729. The aggregate net assets of the Mid Cap Fund at January 16, 2015 of $10,333,009, including $555,302 of unrealized appreciation, were combined with those of the Fund, resulting in combined aggregate net assets of $24,015,738.

Assuming the acquisition had been completed on June 1, 2014, the beginning of the annual reporting period of the Fund, the Fund’s pro forma results of operation for the year ended May 31, 2015, are as follows:

 

Net investment income

   $ 85,147   

Net realized and unrealized gains on investments

     2,558,259   

Net increase in net assets resulting from operations

   $ 2,643,406   

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 Mid Cap Fund that have been included in the Fund’s statement of operations since January 16, 2015.

 

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21


Notes to the Financial Statements (Continued)

 

The Fund’s prospectus provides a description of the investment objective, policies and strategies, along with information on the classes of shares currently being offered.

Note 2. Significant Accounting Policies

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

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 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.

For the fiscal year ended May 31, 2015, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statement of operations. During the year, the Fund did not incur any interest or penalties. The Fund is subject to examination by U.S. federal tax authorities for the last three year ends, including the most recent fiscal year end which has yet to be filed.

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 another appropriate basis.

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 accreted or amortized 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. The ability of issuers of debt securities held by the Fund to meet their obligations may be affected by economic and political developments in a specific country or region.

Dividends and Distributions—The Fund intends to distribute substantially all of its net investment income, if any, as dividends to its shareholders 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. Dividends to shareholders, which are determined in

 

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22


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 gains for federal income tax purposes. Where such differences are permanent in nature, they are reclassified among the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effects on net assets, results of operations or net asset values per share of the Fund.

For the year ended May 31, 2015, the Fund made the following reclassifications to increase (decrease) the components of net assets:

 

Paid in Capital    Accumulated Net
Investment Income
(Loss)
  Accumulated Net
Realized Gain
(Loss)

$460,273

   $(9,448)   $(450,825)

Note 3. Securities Valuation and Fair Value Measurements

Fair value is defined as the price that a Fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market of the investment. GAAP establish 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 such as 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—quoted prices in active markets for identical securities

 

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)

 

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23


Notes to the Financial Statements (Continued)

 

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

Equity securities, including common stock, exchange traded funds and real estate investment trusts, are generally valued by using market quotations, but may be valued on the basis of prices furnished by a pricing service when the Fund believes such prices more accurately reflect the fair value of such securities. Securities that are traded on any stock exchange are generally valued by the pricing service at the last quoted sale price. Lacking a last sale price, an exchange traded security is generally valued by the pricing service at its last bid price. Securities traded in the NASDAQ over-the-counter market are generally valued by the pricing service at the NASDAQ Official Closing Price. When using the market quotations or close prices provided by the pricing service and when the market is considered active, the security will be classified as a Level 1 security. Sometimes, an equity security owned by the Fund will be valued by the pricing service with factors other than market quotations or when the market is considered inactive. When this happens, the security will be classified as a Level 2 security. When market quotations are not readily available, when the Fund determines that the market quotation or the price provided by the pricing service does not accurately reflect the current fair value, or when certain restricted or illiquid securities are being valued, such securities are valued as determined in good faith, in conformity with guidelines adopted by and subject to review by the Board. These securities will generally be categorized as Level 3 securities.

In accordance with the Trust’s good faith pricing guidelines, the Fund, with support from 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 would appear to be the amount which the owner might reasonably expect to receive for them upon their current sale. Methods which are in accordance with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market of a similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods. Good faith pricing is permitted if, in management’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 Fund is aware of any other data that calls into question the reliability of market quotations. Good faith pricing may also be used in instances when the bonds the Fund invests in may default or otherwise cease to have market quotations readily available.

 

Annual Report

 

24


The following is a summary of the inputs used to value the Fund’s investments as of May 31, 2015:

 

      Valuation Inputs          
      Level 1
Quoted Prices
in Active
Markets
     Level 2
Other Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
     Total  

Common Stocks*

   $ 23,654,544       $             —       $             —       $ 23,654,544   

Exchange-Traded Funds

     416,796                         416,796   

Cash Equivalents

     1,294,541                         1,294,541   

Rights

                               
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 25,365,881       $       $       $ 25,365,881   

 

* Please refer to Schedule of Investments for industry classifications.

The Fund did not hold any investments at any time during the reporting period in which significant unobservable inputs were used in determining fair value; therefore, no reconciliation of Level 3 securities is included for this reporting period. The 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 May 31, 2015 and the previous reporting period end.

Note 4. Fees and Other Transactions with Affiliates and Other Service Providers

Under the terms of the investment advisory agreement, on behalf of the Fund (the “Agreement”), 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 0.50% of the average daily net assets of the Fund. For the year ended May 31, 2015, the Adviser earned fees of $111,881 from the Fund before the waivers and recoupment described below. At May 31, 2015, the Fund owed the Adviser $955.

The Adviser has contractually agreed to waive its advisory fee and/or reimburse certain Fund 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 and dividend expenses 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 1.40% of the net assets of the Fund. On February 1, 2014, the agreement was amended and the Adviser contractually agreed to waive, in their entirety, its advisory fees effective February 1, 2014, through September 30, 2016. This contractual arrangement may only be terminated by mutual consent of the Adviser and the Board, and it will automatically terminate upon the termination of the investment advisory agreement between the Fund and the Adviser. The Adviser shall not be entitled to reimbursement for any advisory fees waived for the Fund for the period February 1, 2014, through September 30, 2016. Other than advisory fees waived from February 1, 2014, through September 30, 2016, each waiver or reimbursement of an expense by the Adviser is subject to repayment by the Fund within the three fiscal years following the fiscal

 

Annual Report

 

25


Notes to the Financial Statements (Continued)

 

year in which the particular expense was incurred, provided that the Fund is able to make the repayment without exceeding the applicable expense limitation. For the year ended May 31, 2015, expenses totaling $111,881 were waived or reimbursed by the Adviser. This amount is not subject to potential recoupment by the Adviser. At a special meeting of the shareholders held on January 19, shareholders of the Fund approved a proposal to allow the Advisor to recoup reimbursements provided to the Mid Cap Fund prior to the merger. the Adviser recouped $7,955 during the period January 17, 2015, through May 31, 2015, which had previously been waived in the Mid Cap Fund.

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

 

Amount    Recoverable
through
May 31,
 

$46,393

     2016   

The Trust retains Huntington Asset Services, Inc. (“HASI”) to manage the Fund’s business affairs and provide the Fund with administrative and Chief Compliance Officer services, including all regulatory reporting and necessary office equipment and personnel. For the year ended May 31, 2015, HASI earned fees of $39,304 for administrative and compliance services provided to the Fund. For the year ended May 31, 2015, administrative expenses totaling $2,783 were voluntarily waived by HASI. At May 31, 2015, HASI was owed $2,442 from the Fund for administrative and compliance services.

The Trust also retains HASI to act as the Fund’s transfer agent and to provide fund accounting services. For the year ended May 31, 2015, HASI earned fees of $34,874 for transfer agent services and reimbursement for out-of-pocket expenses incurred in providing transfer agent services. At May 31, 2015, HASI was owed $3,106 from the Fund for transfer agent services and out-of-pocket expenses. For the year ended May 31, 2015, HASI earned fees of $24,837 from the Fund for fund accounting services. At May 31, 2015, HASI was owed $2,083 from the Fund for fund accounting services.

Certain officers and a trustee of the Trust are members of management and/or employees of HASI. HASI is a wholly-owned subsidiary of Huntington Bancshares, Inc., the parent company of Unified Financial Securities, Inc. (the “Distributor”).

The Fund has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. The Plan provides that the Fund will pay the Distributor and/or any registered securities dealer, financial institution or any other person (the “Recipient”) a fee of 0.40% of the average daily net assets of the Class A Shares of the Fund in connection with the promotion and distribution of the Fund’s shares or the provision of personal services to shareholders, including, but not necessarily limited to, advertising, compensation to underwriters, dealers and selling personnel, the printing and mailing of prospectuses to other than current Fund shareholders, the printing and mailing of sales literature and servicing shareholder accounts.

 

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26


The Fund or Distributor 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 provided 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. There were no 12b-1 fees for the year ended May 31, 2015, as the Class A Shares of the Fund have yet to commence operations.

The Fund may pay certain financial intermediaries that provide certain administrative services to shareholders who invest in the Institutional Class shares of the Fund, including record keeping and sub-accounting shareholder accounts. The Fund is authorized to pay up to 0.25% of the average daily net assets of the Fund’s Institutional Class shares. The payments may also be made to certain financial intermediaries in connection with client account maintenance support, statement preparation and transaction processing. The types of payments under this category include, among others, payment of ticket charges per purchase or exchange order placed by a financial intermediary, payment of networking or other recordkeeping fees, or one-time payments for ancillary services such as setting up the Fund on a financial intermediary’s trading systems. For the year ended May 31, 2015, the Fund incurred administrative servicing fees of $25,880. At May 31, 2015, the Fund owed $1,985 in administrative servicing fees.

The Distributor acts as the principal distributor of the Fund’s shares. A trustee and an officer of the Trust is an officer of the Distributor and such person may be deemed to be an affiliate of the Distributor. For the year ended May 31, 2015, there were no sales charges or CDSC fees deducted from the proceeds of sales, and redemption of capital shares, as the Fund’s Class A shares have not yet commenced.

Note 5. Purchases and Sales of Securities

For the year ended May 31, 2015, purchases and sales of investment securities, other than short-term investments and short-term U.S. government obligations, were as follows:

 

Purchases    Sales  

$13,129,014

   $ 24,563,733   

There were no purchases or sales of long-term U.S. Government obligations during the year ended May 31, 2015.

Note 6. Line of Credit

On December 2, 2014, the Trust, on behalf of the Fund, entered into in a short-term credit agreement (“Line of Credit”) with Huntington National Bank (“Huntington”), an affiliate of HASI, expiring on December 5, 2015. Under the terms of the agreement, the Funds may borrow up to $3 million at an interest rate of LIBOR plus 150 basis points. Any borrowings under the Line of Credit are collateralized by securities in the Fund’s portfolio. The purpose of the agreement is to meet temporary or emergency cash needs, including redemption requests that might otherwise

 

Annual Report

 

27


Notes to the Financial Statements (Continued)

 

require the untimely disposition of securities. Huntington receives an annual facility fee of 0.125% on $3 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 10% of a Fund’s total assets at the time when the borrowing is made. This limitation does not preclude a Fund from entering into reverse repurchase transactions, provided that the Fund has asset coverage of 300% for all borrowings and repurchase commitments of the Fund pursuant to reverse repurchase transactions. For the year ended May 31, 2015, the Fund had no borrowings under this Line of Credit.

Note 7. Estimates

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

Note 8. Beneficial Ownership

The beneficial ownership, either directly or indirectly, of 25% or more 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 May 31, 2015, TD Ameritrade Trust Company (“TD Ameritrade”) owned, as record shareholder 72% of the outstanding shares of the Fund. It is not known whether TD Ameritrade or any of the underlying beneficial owners owned or controlled 25% or more of the voting securities of the Fund.

Note 9. Federal Tax Information

At May 31, 2015, the net unrealized appreciation (depreciation) of investments for tax purposes was as follows:

 

Tax Cost of
Securities
   Unrealized
Appreciation
   Unrealized
Depreciation
  Net Unrealized
Appreciation
(Depreciation)

$23,133,046

   $3,504,211    ($1,271,376)   $2,232,835

The difference between book basis and tax basis unrealized appreciation was attributable primarily to the tax deferral of losses on wash sales.

The tax characterization of distributions paid for the year ended May 31, 2015 was as follows:

 

Ordinary Income*    Long-Term
Capital Gain
   Total Distributions

$1,065,158

   $8,218,945    $9,284,103

 

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28


The tax characterization of distributions paid for the fiscal period ended May 31, 2014 was as follows:

 

Ordinary Income*    Long-Term
Capital Gain
   Total Distributions

$370,177

   $3,939,992    $4,310,169

 

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

At May 31, 2015, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

 

Undistributed
Ordinary
Income
   Undistributed
Long-Term
Capital Gains
   Accumulated
Capital and
Other Losses
  Unrealized
Appreciation
(Depreciation)
   Total
Accumulated
Earnings (Loss)

$189,617

   $241,831    $(11,734)   $2,232,835    $2,652,549

Note 10. 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 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 the financial statements or additional disclosures.

Note 12. Proxy Voting Results (Unaudited)

On January 14, 2015, a special meeting of the shareholders of the Fund was held at the offices of the Trust to approve the ability of the Adviser to seek reimbursement of fees waived for, and/or expenses reimbursed to the Cloud Capital Strategic Mid Cap Fund from the Fund following the reorganization of the Cloud Capital Strategic Mid Cap Fund into the Fund.

Below are the voting results from this special meeting of the Fund:

 

For   

Against

   Abstain

900,726

     

 

Annual Report

 

29


Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Cloud Capital Strategic All Cap Fund and

Board of Trustees of Valued Advisers Trust

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Cloud Capital Strategic All Cap Fund (the “Fund,” formerly known as Cloud Capital Strategic Large Cap Fund), a series of Valued Advisers Trust, as of May 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four periods in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2015, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Cloud Capital Strategic All Cap Fund as of May 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four periods in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

LOGO

COHEN FUND AUDIT SERVICES, LTD.

Cleveland, Ohio

July 27, 2015

 

Annual Report

 

30


Additional Federal Income Tax Information (Unaudited)

  

 

The Form 1099-DIV you receive in January 2016 will show the tax status of all distributions paid to your account in calendar year 2015. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.

Qualified Dividend Income: For the fiscal year ended May 31, 2015, the Fund designates 66.37%, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction: Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal year 2015 ordinary income dividends, 69.46% for the corporate dividends received deduction.

For the fiscal year ended May 31, 2015, the Fund designated $8,218,945 as long-term capital gain distributions.

 

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31


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

 

Name, Address*, (Age),
Position with Trust**,
Term of Position with Trust
   Principal Occupation During Past 5 Years    Other Directorships
Ira Cohen, 56,
Independent Trustee, June 2010 to present.
   Independent financial services consultant (Feb. 2005–present).    Trustee and Audit Committee Chairman, Griffin Institutional Access Real Estate Fund since May 2014. Trustee for the Angel Oak Funds Trust since October 2014.
Andrea N. Mullins, 48, Independent Trustee, December 2013 to present.    Private investor; Independent Contractor, Seabridge Wealth Management, LLC, since April 2014; Principal Financial Officer and Treasurer, Eagle Family of Funds (mutual fund family) and Vice President, Eagle Asset Management, Inc. (investment adviser) each from 2004 to 2010.    None.

 

* The address for each trustee and officer is 2960 N. Meridian St., Suite 300, Indianapolis, IN 46208.
** As of the date of this report, the Trust consists of 14 series.

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

 

Name, Address*, (Age),
Position with Trust**,
Term of Position with Trust
   Principal Occupation During Past 5 Years    Other Directorships
R. Jeffrey Young, 50,
Trustee and Chairman, June 2010 to present; Principal Executive Officer and President, Valued Advisers Trust since February 2010.
   President of Huntington Asset Services since April 2015, Senior Vice President, since January 2010 and Director since May 2014; Director, Unified Financial Securities since May 2014; Chief Executive Officer, Huntington Funds from February 2010 to March 2015; Chief Executive Officer, The Huntington Strategy Shares from November 2010 to March 2015; President and Chief Executive Officer, Dreman Contrarian Funds March 2011 to February 2013; Trustee, Valued Advisers Trust, August 2008 to January 2010; and Managing Director and Chief Operating Officer of Professional Planning Consultants 2007 to 2010.    Trustee and Chairman, Capitol Series Trust, since September 2013.

 

* The address for each trustee and officer is 2960 N. Meridian St., Suite 300, Indianapolis, IN 46208.
** As of the date of this report, the Trust consists of 14 series.

 

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32


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

 

Name, Address*, (Age),
Position with Trust,**
Term of Position with Trust
   Principal Occupation During Past 5 Years    Other Directorships
R. Jeffrey Young, 50,
Trustee and Chairman, June 2010 to present; Principal Executive Officer and President, Valued Advisers Trust since February 2010.
   President of Huntington Asset Services since April 2015, Senior Vice President, since January 2010 and Director since May 2014; Director, Unified Financial Securities, since May 2014; Chief Executive Officer, Huntington Funds from February 2010 to March 2015; Chief Executive Officer, The Huntington Strategy Shares from November 2010 to March 2015; President and Chief Executive Officer, Dreman Contrarian Funds March 2011 to February 2013; Trustee, Valued Advisers Trust, August 2008 to January 2010; and Managing Director and Chief Operating Officer of Professional Planning Consultants 2007 to 2010.    Trustee and Chairman, Capitol Series Trust, since September 2013.
John C. Swhear, 54,
Chief Compliance Officer, AML Officer and Vice President, August 2008 to present.
   Vice President of Legal Administration and Compliance, Huntington Asset Services, Inc., the Trust’s administrator, since April 2007 and Director since May 2014; Chief Compliance Officer, Unified Financial Securities, Inc., the Trust’s distributor, since May 2007 and Director since May 2014; President, Unified Series Trust, since March 2012, and Senior Vice President from May 2007 to March 2012; Chief Compliance Officer and AML Officer, Capitol Series Trust, since September 2013; Secretary, Huntington Funds, from April 2010 to February 2012; and President and Chief Executive Officer, Dreman Contrarian Funds, from March 2010 to March 2011.    None.
Carol J. Highsmith, 50,
Vice President, August 2008 to present; Secretary, March 2014 to present
   Employed in various positions with Huntington Asset Services, Inc., the Trust’s administrator, since November of 1994; currently Vice President of Legal Administration; Secretary, Cross Shore Discovery Fund since May 2014.    None.
Matthew J. Miller, 39,
Vice President, December 2011 to present.
   Employed in various positions with Huntington Asset Services, Inc., the Trust’s administrator, since July of 1998; currently Vice President of Relationship Management; Vice President, Huntington Funds, since February 2010; President and Chief Executive Officer, Capitol Series Trust, since September 2013.    None.

 

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33


Name, Address*, (Age),
Position with Trust,**
Term of Position with Trust
   Principal Occupation During Past 5 Years    Other Directorships
Bryan W. Ashmus, 42, Principal Financial Officer and Treasurer, December 2013 to present.    Vice President, Fund Administration, Huntington Asset Services, Inc., the Trust’s administrator, since September 2013; Chief Financial Officer and Treasurer, The Huntington Strategy Shares and The Huntington Funds, since November 2013; Vice President, Fund Administration, Citi Fund Services Ohio, Inc., from 2005 to 2013.    None.

 

* The address for each trustee and officer is 2960 N. Meridian St., Suite 300, Indianapolis, IN 46208.
** As of the date of this report, the Trust consists of 14 series.

OTHER INFORMATION

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the trustees and is available without charge, upon request. You may call toll-free at (877) 670-2227 to request a copy of the SAI or to make shareholder inquiries.

 

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34


Management Renewal Agreement (Unaudited)

 

At a meeting held on March 10-11, 2015, the Board of Trustees (the “Board”) considered the renewal of the Investment Advisory Agreement (the “Investment Advisory Agreement”) between the Trust and Cloud Capital LLC (the “Cloud” or “Adviser”) with respect to the Cloud Capital Strategic All Cap Fund (the “Fund”).

The Trustees then considered the proposed renewal of the Investment Advisory Agreement between the Trust and Cloud with respect to the Fund. Counsel directed the Trustees to a memorandum that summarized, among other things, the fiduciary duties and responsibilities of the Board in reviewing and approving the Investment Advisory Agreement. The Board then discussed the contractual arrangements between the Trust and Cloud with respect to the Fund. They reflected upon the Board’s prior experience with Cloud in managing the Fund, as well as their earlier discussion with Mr. Cloud.

Counsel discussed with the Trustees the types of information and factors that should be considered by the Board in order to make an informed decision regarding the approval of the renewal of the Investment Advisory Agreement, including the following material factors: (i) the nature, extent, and quality of the services to be provided by Cloud; (ii) the investment performance of the Fund; (iii) the costs of the services to be provided and anticipated profits to be realized by Cloud from the relationship with the Fund; (iv) the extent to which economies of scale would be realized if the Fund grows and whether advisory fee levels reflect those economies of scale for the benefit of the Fund’s investors; and (v) Cloud’s practices regarding possible conflicts of interest and potential benefits derived from its relationship with the Fund.

In assessing the factors and reaching its decision, the Board took into consideration information furnished for the Board’s review and consideration throughout the year at regular Board meetings, as well as information specifically requested and prepared and/or presented in connection with the annual renewal process, including information presented at the Meeting. The Board requested, was provided with, and reflected on, information and reports relevant to the annual renewal of the Investment Advisory Agreement, including (i) reports regarding the services and support provided to the Fund and its shareholders by Cloud; (ii) quarterly assessments of the investment performance of the Fund by personnel of Cloud; (iii) commentary on the reasons for the performance; (iv) presentations by Cloud addressing investment philosophy, investment strategy, personnel and operations of Cloud; (v) compliance and audit reports concerning the Fund and Cloud; (vi) disclosure information contained in the registration statement of the Trust with respect to the Fund and the Form ADV of Cloud; and (vii) a memorandum from Counsel, that summarized the fiduciary duties and responsibilities of the Board in reviewing and approving the Investment Advisory Agreement, including the material Factors set forth above and the types of information included in each factor that should be considered by the Board in order to make an informed decision. The Board also requested and received various informational materials including, without limitation: (i) documents containing information about Cloud, including financial information, a description of personnel and the managerial services provided to the Fund, information on investment advice, performance, summaries of Fund expenses, compliance program, current legal matters, and

 

Annual Report

 

35


Management Renewal Agreement

(Unaudited) (Continued)

 

other general information; (ii) comparative expense and performance information for other mutual funds with strategies similar to the Fund historically utilized by the Fund, as well as for separate accounts managed by Cloud; and (iii) benefits to be realized by Cloud from its relationship with the Fund. The Board did not identify any particular information that was most relevant to its consideration to approve the Agreement and each Trustee may have afforded different weight to the various factors.

 

1. The nature, extent, and quality of the services to be provided by the Adviser. In this regard, the Board considered Cloud’s responsibilities under the Advisory Agreement. The Trustees considered the services being provided by Cloud to the Fund including, without limitation: the quality of its investment advisory services (including research and recommendations with respect to portfolio securities), its process for formulating investment recommendations and assuring compliance with the Fund’s investment objectives and limitations, its coordination of services for the Fund among the Fund’s service providers, and its efforts to promote the Fund and grow its assets. The Trustees considered Cloud’s continuity of, and commitment to retain, qualified personnel and Cloud’s commitment to maintain and enhance its resources and systems, the commitment of Cloud’s personnel to finding alternatives and options that allow the Fund to maintain its goals, and Cloud’s continued cooperation with the Independent Trustees and Counsel for the Fund. The Trustees considered Cloud’s personnel, including the education and experience of Cloud’s personnel. After considering the foregoing information and further information in the Meeting materials provided by Cloud (including Cloud’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 Cloud were satisfactory and adequate for the Fund.

 

2. Investment Performance of the Fund and the Adviser. In considering the investment performance of the Fund and Cloud, the Trustees compared the performance of the Fund with the performance of funds with similar objectives managed by other investment advisers, with aggregated peer group data, as well as with the performance of the Fund’s benchmark. The Trustees also considered the consistency of Cloud’s management of the Fund with its investment objectives, strategies, and limitations. The Trustees noted that the Fund’s performance was comparable to that of the peer group average for all periods. They also noted that the Fund’s performance generally trailed the benchmark for all periods except the short-term (less than one year). After reviewing and discussing the investment performance of the Fund further, Cloud’s experience managing the Fund, the Fund’s historical performance, and other relevant factors, the Board concluded, in light of all the facts and circumstances, that the investment performance of the Fund and Cloud was satisfactory.

 

3. The costs of the services to be provided and profits to be realized by the Adviser from the relationship with the Fund. In considering the costs of services to be provided and the profits to be realized by Cloud from the relationship with the Fund, the Trustees considered: (1) Cloud’s financial condition; (2) the asset level of the Fund; (3) the overall expenses of the Fund; and (4) the nature and frequency of advisory fee payments. The Trustees reviewed information provided by Cloud regarding its profits associated with managing the

 

Annual Report

 

36


  Fund. The Trustees also considered potential benefits for Cloud in managing the Fund. The Trustees then compared the fees and expenses of the Fund (including the management fee) to other comparable mutual funds. The Trustees recalled that, due to a management fee reduction and revisions to the expense limitation arrangements for the Fund, Cloud receives no management fee from the Fund. The Trustees noted that the Fund’s management fee was well below the average and median fees of peers in its category and one of the lowest in its category. The Trustees also noted that Fund’s net expense ratio was slightly higher than that of the peer average, but slightly lower than the median expense ratio, as a result of Cloud’s contractual commitment to limit the expenses of the Fund. Based on the foregoing, the Board concluded that the fees to be paid to Cloud by the Fund and the profits to be realized by Cloud, in light of all the facts and circumstances, were fair and reasonable in relation to the nature and quality of the services provided by Cloud.

 

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

 

5. Possible conflicts of interest and benefits to the Adviser. In considering Cloud’s practices regarding conflicts of interest, the Trustees evaluated the potential for conflicts of interest and considered such matters as the experience and ability of the advisory personnel assigned to the Fund; the basis of decisions to buy or sell securities for the Fund and/or Cloud’s other accounts; and the substance and administration of Cloud’s code of ethics. The Trustees also considered disclosure in the registration statement of the Trust relating to Cloud’s potential conflicts of interest. The Trustees noted that Cloud does not utilize soft dollars. The Trustees noted other potential benefits to Cloud, such as the ability to market their services in new channels (other than direct separate accounts) and some benefit from press exposure. Based on the foregoing, the Board determined that the standards and practices of Cloud relating to the identification and mitigation of potential conflicts of interest and the benefits to be realized by Cloud in managing the Fund were satisfactory.

After additional consideration of the factors delineated in the memorandum provided by Counsel and further discussion among the Board, the Board determined to approve the continuation of the Investment Advisory Agreement between the Trust and the Adviser.

 

Annual Report

 

37


Valued Advisers Trust

  

 

PRIVACY POLICY

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

Categories of Information a Fund May Collect.

A Fund may collect the following nonpublic personal information about its shareholders:

 

 

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

 

 

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

Categories of Information a Fund May Disclose.

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

Confidentiality and Security.

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

Disposal of Information.

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

 

Annual Report

 

38


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 (877) 670-2227 and (2) from Fund documents filed with the Securities and Exchange Commission (“SEC”) on the SEC’s website at www.sec.gov.

TRUSTEES

R. Jeffrey Young, Chairman

Ira Cohen

Andrea N. Mullins

OFFICERS

R. Jeffrey Young, Principal Executive Officer and President

Bryan W. Ashmus, Principal Financial Officer and Treasurer

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

Carol J. Highsmith, Vice President and Secretary

Matthew J. Miller, Vice President

INVESTMENT ADVISER

Cloud Capital LLC

5314 South Yale, Suite 606

Tulsa, OK 74135

DISTRIBUTOR

Unified Financial Securities, Inc.

2960 North Meridian Street, Suite 300

Indianapolis, IN 46208

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen Fund Audit Services, Ltd.

1350 Euclid Avenue, Suite 800

Cleveland, OH 44115

LEGAL COUNSEL

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

A member firm of The 1940 Act Law Group TM

11300 Tomahawk Creek Parkway, Suite 310

Leawood, KS 66211

CUSTODIAN

FOLIOfn Investments, Inc.

8180 Greensboro Drive

8th Floor

McLean, VA 22102

ADMINISTRATOR, TRANSFER AGENT

AND FUND ACCOUNTANT

Huntington Asset Services, Inc.

2960 North Meridian Street, Suite 300

Indianapolis, IN 46208

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, Inc.

Member FINRA/SIPC


LOGO


To Shareholders of the LS Opportunity Fund,

Long Short Advisors, LLC (LSA, the “Advisor”) launched the LS Opportunity Fund (LSOFX, the “Fund”) on September 30, 2010 to offer access to a long/short equity strategy in a 1940 Act mutual fund structure. Prospector Partners, LLC, the Fund’s “Sub-Advisor”, has been operating a traditional long/short equity hedge fund with a similar investment objective since 1997 and assumed investment responsibilities for the Fund at the end of May 2015. John Gillespie, Kevin O’Brien, and Jason Kish are the Fund’s co-Portfolio Managers. The Fund aims to identify compelling long/short investment opportunities through a bottom-up stock selection process based upon in-depth analysis of business and financial fundamentals. Through extensive research, implementation of risk management, diversification, and no use of leverage on the long side, the Fund strives to do what a successful investment manager should do – preserve capital while delivering long-term capital appreciation and managing volatility. For additional information, please visit our website at www.longshortadvisors.com.

Market Review

Our fiscal year ending May 31, 2015 (the “Period”) straddles the end of 2014 and beginning of 2015. The twelve month period was characterized by lower gasoline prices, lower interest rates, rising wages, and a labor market back over its pre-recession levels create a powerful backdrop for the US consumer. Consumer free cash flow is reaching the highest level in nearly 20 years. A stronger U.S. consumer translates into a bullish outlook for the consumer discretionary sector. However, the widely feared equity market correction and rising interest rates have not yet materialized, leaving the S&P 500® Index (“S&P 500”) near all-time highs at the end of the Period. Overall, the S&P 500 finished the Period with a cumulative total return of 11.8%, while the HFRI Equity Hedge Index (HFRI) returned 5.2%.

Management Discussion of Fund Performance

Overall, the Fund gained 0.50% during the Period. The contributors and detractors highlighted below were the main factors in the Fund’s performance.

Contributors

Three stocks from the long portfolio each earned more than 100 basis points of return during the Period. These positions InterMune (ITMN), Celgene (CELG), and HCA Holdings (HCA) are also all within the healthcare sector. Two securities in the short book also provided outsized contribution to performance, Carbo Ceramics (CRR) and Green Mountain Coffee (GMCR).

 

1


Detractors

Over the entire twelve month Period, the Fund did not lose more than 61 basis points on any individual long position. A few of the underperformers included US Silica (USI), BioDelivery Sciences (BDSI), Golar LNG (GLNG), and Acceleron Pharma (XLRN). In the short book, Kraft Foods (KRFT/KHC), Post Holdings (POST), and Panera Bread (PNRA) were the biggest detractors during the Period.

About Prospector Partners LLC (Management Changes)

Prospector Partners LLC has been selected by Long Short Advisors to become the new sub-advisor of the Fund. Prospector was approved as the interim Sub-Advisor at a special meeting of the Board of Trustees in April 2015 and has been managing the assets of the Fund since May 28, 2015. Prospector will continue as the interim Sub-Advisor until shareholders vote in September 2015 to approve them on a permanent basis.

Prospector Partners has an 18-year long/short equity hedge fund track record and will manage the Fund with substantially similar longs and shorts as the hedge fund and with substantially similar net exposure. Prospector Partners’ strategy brings a wealth of experience with a goal of downside protection and a consistency of returns.

At Period’s end, the Fund’s top 10 long positions represented approximately 25.6% of the long book and included Aflac (AFL), Arch Capital (ACGL), Automatic Data (ADP), Berkshire Hathaway (BRK.B), Chubb (CHB), Endurance (ENH), Hess (HES), Leucadia (LUK), McDonalds (MCD), and Patterson (PDCO).

Also at Period’s end, the Fund’s short book is populated by shares of twenty individual companies that have business model challenges, excessive valuations, and/or aggressive accounting practices.

Thank you for your continued support and we look forward to reporting to you again following our semi-annual date of November 30, 2015.

Sincerely,

Long Short Advisors, LLC

 

2


Why might investors need a long short equity mutual fund allocation?

 

   

Strategy of Downside Protection: In an effort to provide downside protection in an increasingly volatile world where equity markets are near all-time highs and bond yields are near all-time lows

 

   

Enhancing Risk/Return: An allocation to long/short equity can allow for continued upside market capture while seeking to dampen inevitable downside equity volatility, and without the interest rate risk associated with bonds

 

   

Liquid Alternative Advantages: Alternative mutual funds offer daily liquidity, full quarterly portfolio transparency, no performance fees, limited leverage and lower minimum investments

Investors may be overlooking the benefits of adding long/short equity to a portfolio, with some giving up on the allocation altogether. It’s hard to blame them, as the S&P 500 has returned almost 21% annualized since the recession low point on March 9, 2009. Our belief is that these types of returns are almost certainly unsustainable, and that long/short equity strategies will again showcase their ability to generate equity-like returns while protecting capital during down markets. Graph 1 below compares the rolling twelve month return of the HFRI Equity Hedge (Total) Index relative to the S&P 500, pictorially showing the rotating nature of investing:

 

LOGO

Source: Long Short Advisors, Hedge Fund Research

Represents comparative performance of the HFRI Equity Hedge Index versus the S&P 500. Investors cannot invest directly in an index; however, an individual can invest in exchange traded funds or other investment vehicles that attempt to track the performance of a benchmark index. Past performance does not guarantee future results.

 

3


   

Winning by Not Losing

 

  ¡    

Long/short equity hedge funds have outperformed the S&P 500 on a rolling twelve month basis almost 51% of the time, but one can readily see in the previous chart that the most significant periods of underperformance have been amidst ‘bubble’ markets.

 

  ¡    

Using strategies to protect capital during bear markets, long/short equity funds strive to compound returns from a higher base during bull markets, thus creating the opportunity to outperform over a complete market cycle.

 

“The Secret of Wealth Creation is to Avoid Large Losses”

-John Gillespie, portfolio manager

Long/short equity mutual funds as an alternative to hedge funds

At this point in the evolution of the liquid alternative space, investors are starting to compare 3+ year performance numbers of alternative mutual funds to those of traditional hedge funds, and most are discovering that daily liquidity does not have to come at the expense of performance.

 

   

The data could not be more supportive for these investors, as the Fund has outperformed the HFRI Equity Hedge (Total) Index since the inception of the Fund on September 30, 2010. In addition, the Morningstar Long/Short Equity Category also has a lower annual return than the Fund since inception.

 

     October 2010 - May 2015  
     Annual
Return
    Standard
Deviation
    Beta vs.
S&P 500
    Correlation
vs. S&P 500
 

HFRI Equity Hedge (Total) Index

    5.17     7.0     0.57        0.90   

Morningstar Long/Short Equity Category

    4.64     5.8     0.50        0.98   

LS Opportunity Fund (LSOFX)

    5.94 %      8.6 %      0.57        0.74   

Source: Long Short Advisors, Hedge Fund Research, Morningstar

 

   

Thus, the Fund can serve as a daily liquid replacement or complement to a private long/short equity hedge fund with the additional benefits of a low $5,000 minimum investment, quarterly holdings transparency, no incentive fees, and minimal leverage.

Thank you for choosing the LS Opportunity Fund as a place to invest your assets alongside ours. We appreciate your trust in us to help manage and grow your capital.

 

4


Please refer to the Fund’s prospectus for a full description of the investment strategy and for more information about the Fund. You may obtain a current copy of the Fund’s prospectus by calling (877) 336-6763, or visiting our website at www.longshortadvisors.com and clicking on the ‘Fund Information’ tab.

For additional questions or to discuss this report in more detail, please contact us at (215) 399-9409, or via email at info@longshortadvisors.com

“Don’t time the market, invest in it”

The views and opinions expressed in management’s discussion of Fund performance are those of the advisor and sub-advisor as of the end of the period. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but neither the advisor nor the sub-advisor makes any representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

The S&P 500 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 Index is an unmanaged benchmark that assumes reinvestment of all distributions and excludes the effect of taxes and fees. Individuals cannot invest directly in this Index; however, an individual can invest in exchange traded funds or other investment vehicles that attempt to track the performance of a benchmark index. HFRI Equity Hedge Index is compiled by Hedge Fund Research, Inc. It is comprised solely of hedge funds, and is designed to be representative of the overall composition of the hedge fund universe implementing a long/short equity strategy. The Funds’ performance is not intended to reflect the performance of the Index, which is provided for comparison purposes only. The Index is not available for direct investment. HFRX Equity Hedge Index is compiled by Hedge Fund Research, Inc. It is comprised solely of hedge funds, and is designed to be representative of the overall composition of the hedge fund universe implementing a long/short equity strategy. For inclusion in the HFRX indices a hedge fund must meet the HFRI criteria, but also be open to new transparent investment, have at least $50 million assets under management and have at least a 24 month track record. The Funds’ performance is not intended to reflect the performance of the Index, which is provided for comparison purposes only. The Index is not available for direct investment. Standard Deviation is a measure of the dispersion of a set of data from its mean. Alpha is a measure of performance on a risk adjusted basis. Beta is a measure of the volatility of a portfolio relative to the overall market. Correlation is a statistical measure of how two securities move in relation to each other. Sharpe Ratio uses standard deviation and excess return to determine reward per unit of risk.

 

5


Investment Results – (Unaudited)

 

Total Returns*

  

(For the periods ended May 31, 2015)

  

   
            Average Annual Returns  
      One Year     Three Year     Since Inception
(September 30, 2010)
 

LS Opportunity Fund

     0.50     8.86     6.31 %

S&P 500® Index**

     11.81     19.67     16.40 %

 

Total annual operating expenses, as disclosed in the Fund’s prospectus dated September 30, 2014, were 2.71% of average daily net assets (2.49% after fee waivers and expense reimbursements by the Adviser.) Long Short Advisors, LLC (the “Adviser”) contractually has agreed to waive or limit its fees and to assume other expenses of the Fund until September 30, 2015, so that the ratio of total annual operating expenses does not exceed 1.95%. 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. The Adviser may be entitled to the reimbursement of any fees waived or expenses reimbursed pursuant to the agreement provided overall expenses fall below the limitations set forth above. The Adviser may recoup the sum of all fees previously waived or expenses reimbursed during any of the previous three years, less any reimbursement previously paid, provided total expenses do not exceed the limitation set forth above. This agreement may only be terminated by mutual consent of the Adviser and the Board of Trustees.

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. The Fund’s investment objectives, risks, charges and expenses must be considered carefully before investing. 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 (877) 336-6763.

* Return figures reflect any change in price per share and assume the reinvestment of all distributions, if any.

** The S&P 500® 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 Index is an unmanaged benchmark that assumes reinvestment of all distributions and excludes the effect of taxes and fees. Individuals cannot invest directly in this Index; however, an individual can invest in exchange traded funds or other investment vehicles that attempt to track the performance of a benchmark index.

 

6


The Fund’s investment objectives, risks, charges and expenses must be considered carefully before investing. The prospectus contains this and other important information about the investment company and may be obtained by calling (877) 336-6763. Please read it carefully before investing.

The Fund is distributed by Unified Financial Securities, Inc., Member FINRA.

LOGO

The chart above assumes an initial investment of $10,000 made on September 30, 2010 (commencement of Fund operations) and held through May 31, 2015. THE FUND’S RETURNS REPRESENT PAST PERFORMANCE AND DO NOT GUARANTEE FUTURE RESULTS. The returns shown do not reflect deduction of taxes that a shareholder would pay on the Fund’s distributions or the redemption of the Fund’s shares. Investment returns and principal values will fluctuate so that your shares, when redeemed, may be worth more or less than their original purchase price.

Current performance may be lower or higher than the performance data quoted. For more information on the Fund, and to obtain performance data current to the most recent month-end, or to request a prospectus, please call (877) 336-6763. You should carefully consider the investment objectives, potential risks, management fees, and charges and expenses of the Fund before investing. The Fund’s prospectus contains this and other information about the Fund, and should be read carefully before investing.

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

 

7


Fund Holdings – (Unaudited)

Sector Exposure (5/31/2015)

(Based on Net Assets)

 

     Long     Short     Gross     Net  

Consumer Discretionary

     7.77     -1.46     9.23     6.31

Consumer Staples

     9.34     -1.96     11.30     7.38

Energy

     2.97     -0.98     3.95     1.99

Financials

     37.26     -18.59     55.85     18.67

Health Care

     6.96     0.00     6.96     6.96

Industrials

     2.45     0.00     2.45     2.45

Information Technology

     11.28     0.00     11.28     11.28

Materials

     0.99     0.00     0.99     0.99

Real Estate Investment Trusts

     0.96     0.00     0.96     0.96

Unclassified

     0.99     0.00     0.99     0.99
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     80.97     -22.99     103.96     57.98
  

 

 

   

 

 

   

 

 

   

 

 

 

The LS Opportunity Fund (“Fund”) seeks to generate long term capital appreciation by investing in both long and short positions within a portfolio consisting of primarily publicly-traded common stock, with less risk than that of the stock market in general.

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 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.

About The Fund’s Expenses – (Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs (such as short-term redemption fees); and (2) ongoing costs, including management fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period, and held for the entire period from December 1, 2014 to May 31, 2015.

 

8


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 the Period Ended May 31, 2015” 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 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 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 and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

LS Opportunity
Fund
 

Beginning
Account Value

December 1, 2014

   

Ending

Account Value

May 31, 2015

   

Expenses Paid During

the Period Ended

May 31, 2015*

 

Actual

  $ 1,000.00      $ 971.40      $ 12.93   

Hypothetical **

  $ 1,000.00      $ 1,011.82      $ 13.19   

 

*

Expenses are equal to the Fund’s annualized expense ratio of 2.63%, multiplied by the average account value over the period, multiplied by 182/365.

**

Assumes a 5% return before expenses.

 

9


LS Opportunity Fund

Schedule of Investments

May 31, 2015

 

Common Stocks – Long – Domestic – 72.61%    Shares      Fair Value  

Consumer Discretionary – 7.77%

     

Darden Restaurants, Inc.

     14,600       $ 956,884   

Home Depot, Inc./The

     16,900            1,882,998   

McDonald’s Corp.

     28,900         2,772,377   

Yum! Brands, Inc.

     20,700         1,865,277   
     

 

 

 
        7,477,536   
     

 

 

 

Consumer Staples – 7.88%

     

Church & Dwight Co., Inc.

     16,900         1,419,093   

Coca-Cola Co./The

     23,100         946,176   

Colgate-Palmolive Co.

     21,100         1,409,269   

Mondelez International, Inc. – Class A

     23,700         985,683   

PepsiCo, Inc.

     14,800         1,427,164   

Procter & Gamble Co./The

     17,900         1,403,181   
     

 

 

 
        7,590,566   
     

 

 

 

Energy – 2.97%

     

Hess Corp.

     28,300         1,910,816   

Murphy Oil Corp.

     21,900         951,774   
     

 

 

 
        2,862,590   
     

 

 

 

Financials – 31.35%

     

Aflac, Inc.

     30,400         1,891,488   

Berkshire Hathaway, Inc. – Class B*

     32,800         4,690,400   

Central Pacific Financial Corp.

     40,300         943,826   

Chubb Corp./The

     38,700         3,773,250   

Citigroup, Inc.

     17,300         935,584   

Franklin Resources, Inc.

     36,900         1,878,579   

Invesco Ltd.

     23,500         936,005   

JPMorgan Chase & Co.

     7,100         467,038   

Legg Mason, Inc.

     35,200         1,878,272   

Leucadia National Corp.

     77,000         1,896,510   

Marsh & McLennan Cos., Inc.

     16,100         937,503   

Oritani Financial Corp.

     64,300         946,496   

PNC Financial Services Group, Inc./The

     14,900         1,425,781   

ProAssurance Corp.

     32,000         1,445,760   

Progressive Corp./The

     52,300         1,429,882   

Safety Insurance Group, Inc.

     16,800         937,440   

StanCorp Financial Group, Inc.

     12,700         942,594   

State Street Corp.

     12,100         942,953   

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

 

10


LS Opportunity Fund

Schedule of Investments – continued

May 31, 2015

 

Common Stocks – Long – Domestic – 72.61% – continued    Shares      Fair Value  

Financials – 31.35% – continued

     

T. Rowe Price Group, Inc.

     11,700       $ 944,073   

U.S. Bancorp

     21,700         935,487   
     

 

 

 
        30,178,921   
     

 

 

 

Health Care – 6.96%

     

Abbott Laboratories

     19,400         942,840   

Invacare Corp.

     22,400         486,752   

Johnson & Johnson

     18,800         1,882,632   

Merck & Co., Inc.

     24,000         1,461,360   

Patterson Cos., Inc.

     40,200         1,923,168   
     

 

 

 
        6,696,752   
     

 

 

 

Industrials – 2.45%

     

Lockheed Martin Corp.

     5,000         941,000   

Northrop Grumman Corp.

     8,900         1,416,702   
     

 

 

 
        2,357,702   
     

 

 

 

Information Technology – 11.28%

     

Automatic Data Processing, Inc.

     22,100         1,889,771   

eBay, Inc.*

     16,000         981,760   

EMC Corp.

     35,600         937,704   

FLIR Systems, Inc.

     30,600         934,830   

Microsoft Corp.

     39,900         1,869,714   

Paychex, Inc.

     19,100         943,731   

Science Applications International Corp.

     26,900         1,425,700   

VeriSign, Inc.*

     14,700         928,893   

Xilinx, Inc.

     19,900         943,658   
     

 

 

 
         10,855,761   
     

 

 

 

Materials – 0.99%

     

Newmont Mining Corp.

     35,100         956,124   
     

 

 

 

Real Estate Investment Trusts – 0.96%

     

Parkway Properties, Inc.

     54,000         928,260   
     

 

 

 

TOTAL COMMON STOCKS – LONG – DOMESTIC
(Cost $70,264,422)

        69,904,212   
     

 

 

 

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

 

11


LS Opportunity Fund

Schedule of Investments – continued

May 31, 2015

 

Common Stocks – Long – International – 7.37%    Shares      Fair Value  

Consumer Staples – 1.46%

     

Diageo PLC ADR

     12,700       $ 1,409,192   
     

 

 

 

Financials – 5.91%

     

Arch Capital Group Ltd.*

     37,100         2,370,319   

Endurance Specialty Holdings Ltd.

     31,200         1,896,336   

XL Group PLC

     37,700         1,420,536   
     

 

 

 
        5,687,191   
     

 

 

 

TOTAL COMMON STOCKS – LONG – INTERNATIONAL (Cost $7,138,660)

        7,096,383   
     

 

 

 

Exchange-Traded Funds – Long – 0.99%

     

SPDR Gold Shares*

     8,300         947,030   
     

 

 

 

TOTAL EXCHANGE-TRADED FUNDS – LONG
(Cost $946,691)

        947,030   
     

 

 

 

TOTAL INVESTMENTS – LONG – 80.97%
(Cost $78,349,773)

        77,947,625   
     

 

 

 

TOTAL SECURITIES SOLD SHORT – (22.99)%
(Cost $22,187,688)

        (22,133,006
     

 

 

 

Other Assets in Excess of Liabilities – 42.02%

        40,454,099   
     

 

 

 

TOTAL NET ASSETS – 100.00%

      $ 96,268,718   
     

 

 

 

 

*

Non-income producing security.

ADR

American Depositary Receipt

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

 

12


LS Opportunity Fund

Schedule of Securities Sold Short

May 31, 2015

 

Common Stocks – Short – Domestic – (21.03)%    Shares     Fair Value  

Consumer Discretionary – (1.46)%

    

Brinker International, Inc.

     (25,400   $ (1,401,572
    

 

 

 

Consumer Staples – (1.96)%

    

Kellogg Co.

     (30,000     (1,883,100
    

 

 

 

Energy – (0.98)%

    

Chevron Corp.

     (9,200     (947,600
    

 

 

 

Financials – (16.63)%

    

Alleghany Corp.*

     (2,900     (1,378,515

Ameriprise Financial, Inc.

     (7,500     (934,425

Amtrust Financial Services, Inc.

     (15,600     (938,808

Arthur J Gallagher & Co.

     (19,400     (939,930

Bank of New York Mellon Corp./The

     (21,600     (936,576

Cincinnati Financial Corp.

     (18,600     (940,788

Eaton Vance Corp.

     (23,300     (945,980

Hartford Financial Services Group, Inc.

     (22,900     (941,419

Horace Mann Educators Corp.

     (27,200     (936,224

Markel Corp.*

     (1,900     (1,468,244

Prosperity Bancshares, Inc.

     (17,700     (948,189

Prudential Financial, Inc.

     (11,200     (947,632

Travelers Cos., Inc./The

     (18,600     (1,880,832

Trustmark Corp.

     (39,000     (930,150

Unum Group

     (27,000     (943,920
    

 

 

 
       (16,011,632
    

 

 

 

TOTAL COMMON STOCKS – SHORT – DOMESTIC
(Proceeds Received $20,288,090)

       (20,243,904
    

 

 

 

Common Stocks – Short – International – (1.96)%

    

Financials – (1.96)%

    

Everest Re Group Ltd.

     (5,200     (943,852

HSBC Holdings PLC ADR

     (19,900     (945,250
    

 

 

 

TOTAL COMMON STOCKS – SHORT – INTERNATIONAL (Proceeds Received $1,899,598)

       (1,889,102
    

 

 

 

TOTAL SECURITIES SOLD SHORT – (22.99)%
(Proceeds Received $22,187,688)

     $ (22,133,006
    

 

 

 

 

*

Non-dividend expense producing security.

ADR

American Depositary Receipt

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

 

13


LS Opportunity Fund

Statement of Assets and Liabilities

May 31, 2015

 

Assets

  

Investments in securities at fair value (cost $78,349,773)

   $ 77,947,625   

Cash(a)

     52,807,912   

Foreign currencies, at fair value (Cost $5,401)

     4,721   

Receivable for fund shares sold

     1,734   

Receivable for investments sold

     97,338,450   

Dividends receivable

     53,695   

Prepaid expenses

     17,427   
  

 

 

 

Total Assets

     228,171,564   
  

 

 

 

Liabilities

  

Investment securities sold short at fair value (proceeds $22,187,688)

     22,133,006   

Payable for fund shares redeemed

     1,265,627   

Payable for investments purchased

     108,274,249   

Dividend expense payable on short postions

     3,551   

Payable to Adviser

     165,954   

Payable to administrator, fund accountant, and transfer agent

     19,863   

Other accrued expenses

     40,596   
  

 

 

 

Total Liabilities

     131,902,846   
  

 

 

 

Net Assets

   $ 96,268,718   
  

 

 

 

Net Assets consist of:

  

Paid-in capital

   $ 92,651,488   

Accumulated undistributed net investment loss

     (9,702

Accumulated undistributed net realized gain

     3,975,078   

Net unrealized depreciation on:

  

Investment securities and securities sold short

     (347,466

Foreign currency

     (680
  

 

 

 

Net Assets

   $ 96,268,718   
  

 

 

 

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

     7,670,036   
  

 

 

 

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

   $ 12.55   
  

 

 

 

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

   $ 12.30   
  

 

 

 

 

(a)

See Note 2 in the Notes to Financial Statements regarding restricted cash.

(b)

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

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

 

14


LS Opportunity Fund

Statement of Operations

For the year ended May 31, 2015

 

Investment Income

  

Dividend income (net of foreign taxes withheld of $6,823)

   $ 1,370,770   
  

 

 

 

Total investment income

     1,370,770   
  

 

 

 

Expenses

  

Investment Adviser

     3,023,471   

Administration

     133,320   

Fund accounting

     80,091   

Transfer agent

     65,107   

Legal

     18,075   

Audit

     17,500   

Trustee

     5,557   

Compliance services

     3,000   

Miscellaneous

     168,448   

Other – short sale & interest expense

     361,089   

Dividend expense on securities sold short

     606,856   
  

 

 

 

Total expenses

     4,482,514   
  

 

 

 

Fees waived by Adviser

     (148,331
  

 

 

 

Net expenses

     4,334,183   
  

 

 

 

Net investment loss

     (2,963,413
  

 

 

 

Net Realized and Unrealized Gain

  

Net realized gain (loss) on:

  

Investment securities

     26,171,462   

Securities sold short

     (12,219,792

Written options

     45,027   

Foreign currency

     862   

Change in unrealized appreciation (depreciation) on:

  

Investment securities

     (10,220,553

Securities sold short

     732,779   

Foreign currency

     (880
  

 

 

 

Net realized and unrealized gain on investments, short securities, options, foreign currency and foreign currency contracts

     4,508,905   
  

 

 

 

Net increase in net assets resulting from operations

   $ 1,545,492   
  

 

 

 

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

 

15


LS Opportunity Fund

Statements of Changes in Net Assets

 

     For the Year
Ended
May 31, 2015
    For the Year
Ended
May 31, 2014
 

Increase (Decrease) in Net Assets due to:

    

Operations

    

Net investment loss

   $ (2,963,413   $ (1,516,827

Net realized gain on investment securities, short securities, written options, and foreign currency

     13,997,559        3,707,847   

Net change in unrealized appreciation (depreciation) of investment securities, short securities, and foreign currency

     (9,488,654     3,635,817   
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

     1,545,492        5,826,837   
  

 

 

   

 

 

 

Distributions From:

    

From net realized gains

     (3,344,132     (2,801,219
  

 

 

   

 

 

 

Total distributions

     (3,344,132     (2,801,219
  

 

 

   

 

 

 

Capital Transactions

    

Proceeds from shares sold

     100,954,218        131,422,391   

Reinvestment of distributions

     3,259,260        2,649,446   

Amount paid for shares redeemed

     (156,003,469     (25,002,470

Proceeds from redemption fees(a)

            12,468   
  

 

 

   

 

 

 

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

     (51,789,991     109,081,835   
  

 

 

   

 

 

 

Total Increase (Decrease) in Net Assets

     (53,588,631     112,107,453   
  

 

 

   

 

 

 

Net Assets

    

Beginning of period

     149,857,349        37,749,896   
  

 

 

   

 

 

 

End of period

   $ 96,268,718      $ 149,857,349   
  

 

 

   

 

 

 

Accumulated undistributed net investment loss

   $ (9,702   $ (795,391
  

 

 

   

 

 

 

Share Transactions

    

Shares sold

     7,821,644        10,409,801   

Shares issued in reinvestment of distributions

     253,639        205,383   

Shares redeemed

     (12,187,993     (1,967,082
  

 

 

   

 

 

 

Net increase (decrease) in share transactions

     (4,112,710     8,648,102   
  

 

 

   

 

 

 

 

(a)

The Fund charges a 2% redemption fee on shares redeemed in 60 days or less of purchase. Shares are redeemed at the NAV if held longer than 60 calendar days.

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

 

16


LS Opportunity Fund

Financial Highlights

(For a share outstanding during each period)

 

    For the Fiscal
Year Ended
May 31, 2015
    For the Fiscal
Year Ended
May 31, 2014
    For the Fiscal
Year Ended
May 31, 2013
    For the Fiscal
Year Ended
May 31, 2012
    For the
Period Ended
May 31, 2011(a)
 

Selected Per Share Data:

         

Net asset value, beginning of period

  $ 12.72      $ 12.04      $ 10.29      $ 11.45      $ 10.00   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from investment operations:

         

Net investment income (loss)

    (0.42     (0.26 )(b)      (0.24 )(b)      (0.23 )(b)      (0.17 )(b) 

Net realized and unrealized gain (loss) on investments

    0.49        1.44        1.99        (0.91     1.62   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

    0.07        1.18        1.75        (1.14     1.45   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions to Shareholders:

         

From net realized gains

    (0.24     (0.50            (0.02       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Redemption fees

           (c)      (c)      (c)      (c) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

  $ 12.55      $ 12.72      $ 12.04      $ 10.29      $ 11.45   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return(d)(e)

    0.50     9.72     17.01     (9.92 )%      14.50 %(f) 

Ratios and Supplemental Data:

         

Net assets, end of period (000)

  $ 96,269      $ 149,857      $ 37,750      $ 48,864      $ 20,375   

Ratio of expenses to average net assets(g)

    2.51     2.49     3.12 %(h)      3.16     2.99 %(i) 

Ratio of expenses to average net assets before waiver and reimbursement/recoupment by Adviser(g)

    2.60     2.71     3.12     3.06     4.25 %(i) 

Ratio of net investment loss to average net assets

    (1.72 )%      (2.04 )%      (2.22 )%      (2.19 )%      (2.25 )%(i) 

Portfolio turnover rate

    551.53     312.34     310.57     444.62     199.48 %(f) 

 

(a)

For the period September 30, 2010 (Commencement of Operations) through May 31, 2011.

(b)

Per share net investment loss has been calculated using the average shares method.

(c)

Amount represents less than $0.005 per share.

(d)

Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends.

(e)

Excludes redemption fee.

(f)

Not Annualized

(g)

Includes dividend and interest expense of 0.56%, 0.54%, 0.77%, 0.66% and 0.49% for periods ended May 31, 2015, 2014, 2013, 2012 and 2011, respectively.

(h)

Effective February 4, 2013, the Adviser agreed to waive fees to maintain Fund expenses at 1.95%. Prior to that date, the expense cap was 2.50%. (See Note 4. Fees and Other Transactions with Affiliates and Other Service Providers)

(i)

Annualized

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

 

17


LS Opportunity Fund

Notes to the Financial Statements

May 31, 2015

NOTE 1. ORGANIZATION

The LS Opportunity Fund (the “Fund”) is an open-end, diversified series of the Valued Advisers Trust (the “Trust”). The Trust is a management investment company established under the laws of Delaware by an Agreement and Declaration of Trust dated June 13, 2008 (the “Trust Agreement”). The Trust Agreement permits the Trustees 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 of Trustees (the “Board”). The Fund’s investment adviser is Long Short Advisors, LLC (the “Adviser”). Effective April 28, 2015, the Board appointed Prospector Partners, LLC (the “Sub-Adviser”) to serve as the interim sub-adviser to provide portfolio management and related services to the Fund. Prior to April 28, 2015, Independence Capital Asset Partners, LLC (the “Previous Sub-Adviser”) served as sub-adviser to the Fund. The Sub-Adviser receives a fee from the Adviser (not the Fund) for these services. The investment objective of the Fund is to generate long term capital appreciation by investing in both long and short positions within a portfolio consisting of primarily publicly-traded common stock, with less risk than that of the stock market in general.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

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

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 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 fiscal year ended May 31, 2015, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if

 

18


LS Opportunity Fund

Notes to the Financial Statements – continued

May 31, 2015

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES – continued

 

any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year, the Fund did not incur any interest or penalties. The Fund is subject to examination by U.S. federal tax authorities for the last four year ends, including the most recent fiscal year end which has yet to be filed.

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.

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 and dividend expense are recorded on the ex-dividend date and interest income is recorded on an accrual basis. Dividend income from Real Estate Investment Trusts (REITS) and distributions from Limited Partnerships are recognized on the ex-date. The calendar year end classification of distributions received from REITS during the fiscal year are reported subsequent to year end; accordingly, the Fund estimates the character of REIT distributions based on the most recent information available. Income or loss from Limited Partnerships is reclassified among the components of net assets upon receipt of Schedules K-1(Form 1065). 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.

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

Foreign Currency Translations – Foreign currency amounts are translated into U.S. dollars as follows: (i) assets and liabilities at the rate of exchange at the end of the respective period; and (ii) purchases and sales of securities and income and expenses at the rate of exchange prevailing on the dates of such transactions. The portion of the results of operations arising from changes in the exchange rates and the portion due to fluctuations arising from changes in the market prices of securities are not isolated. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

The Fund may enter into transactions to purchase or sell foreign currencies to protect the U.S. dollar value of its underlying portfolio securities against the effect of

 

19


LS Opportunity Fund

Notes to the Financial Statements – continued

May 31, 2015

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES – continued

 

possible adverse movements in foreign exchange rates. Principal risks associated with such transactions include the movement in value of the foreign currency relative to the U.S. dollar and the ability of the counterparty to perform. Fluctuations in the value of such forward currency transactions are recorded daily as unrealized gain or loss; realized gain or loss includes net gain or loss on transactions that have terminated by settlement or by a fund entering into offsetting commitments. 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 company’s books and the U.S. dollar equivalent of the amounts actually received or paid. These instruments involve market risk, credit risk, or both kinds of risks, in excess of the amount that would be recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest 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 among 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 value per share of the Fund. For the fiscal year ended May 31, 2015, the Fund made the following reclassifications to increase (decrease) the components of net assets:

 

Paid-in Capital

   Accumulated
Undistributed Net
Investment Loss
     Accumulated
Undistributed
Net Realized
Gain
 

$3,801,374

   $ 3,749,102       $ (7,550,476

Short Sales – The Fund may make short sales as part of its overall portfolio management strategies or to offset a potential decline in value of a security. The

 

20


LS Opportunity Fund

Notes to the Financial Statements – continued

May 31, 2015

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES – continued

 

Fund may engage in short sales with respect to various types of securities, including Exchange-Traded Funds (ETFs). A short sale involves the sale of a security that is borrowed from a broker or other institution to complete the sale. The Fund may engage in short sales with respect to securities it owns, as well as securities that it does not own. Short sales expose the Fund to the risk that it will be required to acquire, convert or exchange securities to replace the borrowed securities (also known as “covering” the short position) at a time when the securities sold short have appreciated in value, thus resulting in a loss to the Fund. The amount of loss may exceed the proceeds received in a short sale. The Fund’s investment performance may also suffer if the Fund is required to close out a short position earlier than it had intended. The Fund must segregate assets determined to be liquid in accordance with procedures established by the Board, or otherwise cover its position in a permissible manner. The Fund will be required to pledge its liquid assets to the broker in order to secure its performance on short sales. As a result, the assets pledged may not be available to meet the Fund’s needs for immediate cash or other liquidity. In addition, the Fund may be subject to expenses related to short sales that are not typically associated with investing in securities directly, such as costs of borrowing and margin account maintenance costs associated with the Fund’s open short positions. These types of short sales expenses are sometimes referred to as the “negative cost of carry,” and will tend to cause the Fund to lose money on a short sale even in instances where the price of the underlying security sold short does not change over the duration of the short sale.

Dividend expenses on securities sold short and borrowing costs are not covered under the Adviser’s expense limitation agreement with the Fund and, therefore, these expenses will be borne by the shareholders of the Fund. The amount of restricted cash held as collateral for securities sold short was $30,000,000 as of May 31, 2015.

Purchasing Call Options – The Fund may purchase call options. As the holder of a call option, the Fund has the right to purchase the underlying security at the exercise price at any time during the option period. The Fund may enter into closing sale transactions with respect to such options, exercise them or permit them to expire. The Fund may also purchase call options on relevant stock indexes. Call options may also be purchased by the Fund for the purpose of acquiring the underlying securities for its portfolio. Utilized in this fashion, the purchase of call options enables the Fund to acquire the securities at the exercise price of the call option plus the premium paid. At times the net cost of acquiring securities in this manner may be less than the cost of acquiring the securities directly. This technique may also be useful to the Fund in purchasing a large block of securities that would be

 

21


LS Opportunity Fund

Notes to the Financial Statements – continued

May 31, 2015

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES – continued

 

more difficult to acquire by direct market purchases. So long as it holds such a call option rather than the underlying security itself, the Fund is partially protected from any unexpected decline in the market price of the underlying security and in such event could allow the call option to expire, incurring a loss only to the extent of the premium paid for the option.

Purchasing Put Options – The Fund may purchase put options. As the holder of a put option, the Fund has the right to sell the underlying security at the exercise price at any time during the option period. The Fund may enter into closing sale transactions with respect to such options, exercise them or permit them to expire. The Fund may purchase a put option on an owned underlying security (a “protective put”) as a defensive technique to protect against an anticipated decline in the value of the security. Such hedge protection is provided only during the life of the put option when the Fund, as the holder of the put option, is able to sell the underlying security at the put exercise price regardless of any decline in the underlying security’s market price. The Fund may also purchase put options at a time when it does not own the underlying security. By purchasing put options on a security it does not own, the Fund seeks to benefit from a decline in the market price of the underlying security. If the put option is not sold when it has remaining value, and if the market price of the underlying security remains equal to or greater than the exercise price during the life of the put option, the Fund will lose its entire investment in the put option. In order for the purchase of a put option to be profitable, the market price of the underlying security must decline sufficiently below the exercise price to cover the premium and transaction costs, unless the put option is sold in a closing sale transaction.

Writing 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. When the Fund writes a covered call option, it maintains a segregated account with its Custodian, cash or liquid portfolio securities in an amount not less than the exercise price at all times while the option is outstanding.

 

22


LS Opportunity Fund

Notes to the Financial Statements – continued

May 31, 2015

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES – continued

 

Forward Currency Exchange Contracts – The Fund may engage in foreign currency exchange transactions. The value of the Fund’s portfolio securities that are invested in non-U.S. dollar denominated instruments as measured in U.S. dollars may be affected favorably or unfavorably by changes in foreign currency exchange rates, and the Fund may incur costs in connection with conversions between various currencies. The Fund will conduct its foreign currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market, or through forward contracts to purchase or sell foreign currencies. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded directly between currency traders (usually large commercial banks) and their customers. The Fund will not, however, hold foreign currency except in connection with the purchase and sale of foreign portfolio securities.

Derivative Transactions – The following table identifies the effect of derivative instruments on the Statement of Operations for the fiscal year ended May 31, 2015. As of May 31, 2015, there were no open derivative positions.

 

Derivatives   Location of Gain (Loss)  on
Derivatives on Statements
of Operations
  Contracts
Opened
    Contracts
Closed
    Realized
Gain
(Loss) on
Derivatives
    Change in
Unrealized
Appreciation
(Depreciation)  on
Derivatives
 

Equity Risk:

               

Call Options Purchased

  Net realized and unrealized gain (loss) on investment securities     64        64      $ (14,756   $   

Equity Risk:

               

Call Options Written

  Net realized and unrealized gain (loss) on written options     206        206        26,370          

Equity Risk:

               

Put Options Purchased

  Net realized and unrealized gain (loss) on investment securities     206        206        (98,943       

Equity Risk:

               

Put Options Written

  Net realized and unrealized gain (loss) on written options     206        206        18,657          

 

23


LS Opportunity Fund

Notes to the Financial Statements – continued

May 31, 2015

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES – continued

 

Transactions in options written during the fiscal year ended May 31, 2015 were as follows:

 

    Number of
Contracts
    Premiums
Received
 

Written options outstanding at May 31, 2014

         $   

Options written

    412        45,027   

Options expired

    (412     (45,027
 

 

 

   

 

 

 

Written options outstanding at May 31, 2015

         $   
 

 

 

   

 

 

 

The Fund is not subject to a master netting arrangement and its policy is to not offset assets and liabilities related to its investment in derivatives.

NOTE 3. SECURITIES VALUATION AND FAIR VALUE MEASUREMENTS

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

Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk (the risk inherent in a particular valuation technique used to measure fair value such as 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 – quoted prices in active markets for identical securities

 

   

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.)

 

24


LS Opportunity Fund

Notes to the Financial Statements – continued

May 31, 2015

 

NOTE 3. SECURITIES VALUATION AND FAIR VALUE MEASUREMENTS – continued

 

   

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

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

Equity securities, including common stock, exchange traded funds, real estate investment trusts, and american depositary receipts are generally valued by using market quotations, furnished by a pricing service. Securities that are traded on any stock exchange are generally valued at the last quoted sale price. 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 or close prices provided by the pricing service and when the market is considered active, the security is classified as a Level 1 security. Sometimes, an equity security owned by the Fund will be valued by the pricing service with factors other than market quotations or when the market is considered inactive. When this happens, the security is classified as a Level 2 security. When market quotations are not readily available, when the Adviser determines that the market quotation or the price provided by the pricing service does not accurately reflect the current fair value, or when restricted or illiquid securities are being valued, such securities are valued as determined in good faith, in conformity with guidelines adopted by and subject to review by the Board. These securities will generally be categorized as Level 3 securities.

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

Call and put options that the Fund invests in are generally traded on an exchange and 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 using the last bid price. The options will generally be categorized as Level 1 securities.

 

25


LS Opportunity Fund

Notes to the Financial Statements – continued

May 31, 2015

 

NOTE 3. SECURITIES VALUATION AND FAIR VALUE MEASUREMENTS – continued

 

Derivative instruments the Fund invests in, such as forward currency exchange contracts, are valued by a pricing service at the interpolated rates based on the prevailing banking rates and are generally categorized as Level 2 securities.

In accordance with the Trust’s good faith pricing guidelines, the Fund, with support from 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 would appear to be the amount which the owner might reasonably expect to receive for them upon their current sale. Methods which are in accordance with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market of a similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods. Good faith pricing is permitted if, in the management’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 Fund is aware of any other data that calls into question the reliability of market quotations. Good faith pricing may also be used in instances when the bonds the Fund invests in may default or otherwise cease to have market quotations readily available.

The following is a summary of the inputs used to value the Fund’s investments as of May 31, 2015:

 

     Valuation Inputs  
Assets   Level 1 — Quoted
Prices in Active
Markets
    Level 2 — Other
Significant
Observable
Inputs
    Level 3 —
Significant
Unobservable
Inputs
    Total  

Common Stocks*

  $ 77,000,595      $      $      $ 77,000,595   

Exchange-Traded Funds

    947,030                      947,030   

Total

  $ 77,947,625      $      $      $ 77,947,625   

 

*

Please refer to Schedule of Investments for industry classifications.

 

26


LS Opportunity Fund

Notes to the Financial Statements – continued

May 31, 2015

 

NOTE 3. SECURITIES VALUATION AND FAIR VALUE MEASUREMENTS – continued

 

     Valuation Inputs  
Liabilities   Level 1 — Quoted
Prices in Active
Markets
    Level 2 — Other
Significant
Observable
Inputs
    Level 3 —
Significant
Unobservable
Inputs
    Total  

Common Stocks*

  $ (22,133,006   $      $      $ (22,133,006

Total

  $ (22,133,006   $      $      $ (22,133,006

 

*

Please refer to Schedule of Securities Sold Short for industry classifications.

The Fund did not hold any investments at any time during the reporting period in which significant unobservable inputs were used in determining fair value; therefore, no reconciliation of Level 3 securities is included for this reporting period. The Trust recognizes transfers between fair value hierarchy levels at the reporting period end. There were no transfers between any Levels for the fiscal year ended May 31, 2015.

NOTE 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES AND OTHER SERVICE PROVIDERS

The Adviser, under the terms of the management agreement (the “Agreement”), manages the Fund’s investments. 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 1.75% of the Fund’s average net assets. For the fiscal year ended May 31, 2015, the Adviser earned a fee of $3,023,471 from the Fund before the waivers described below.

The Adviser has contractually agreed to waive its management fee and/or reimburse certain Fund operating expenses, but only to the extent necessary so that the Fund’s net expenses (excluding 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” (i.e., investment companies in which the Fund may invest), and expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement) do not exceed 1.95% of net assets. This expense limitation arrangement also does not include the expense of other investment companies in which the Fund may invest. The contractual agreement is effective through September 30, 2015. For the fiscal year ended May 31, 2015, the Adviser waived fees of $148,331. At May 31, 2015, the Adviser was owed $165,954 from the Fund for advisory services. The waiver and/or reimbursement by

 

27


LS Opportunity Fund

Notes to the Financial Statements – continued

May 31, 2015

 

NOTE 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES AND OTHER SERVICE PROVIDERS – continued

 

the Adviser with respect to the Fund is subject to repayment by the Fund within the three fiscal years following the fiscal year in which that particular waiver and/or reimbursement occurred, provided that the Fund is able to make the repayment without exceeding the expense limitations described above.

The amount subject to repayment by the Fund pursuant to the aforementioned conditions at May 31, 2015 was:

 

Amount

   Recoverable through
May 31,

$159,710

   2017

148,331

   2018

The Adviser has retained the Sub-Adviser to provide portfolio management and related services to the Fund. The Sub-Adviser receives a fee from the Adviser (not the Fund) for these services. The Trust retains Huntington Asset Services, Inc. (“HASI”), to manage the Fund’s business affairs and to provide the Fund with administrative services, including all regulatory reporting and necessary office equipment and personnel. For the fiscal year ended May 31, 2015, HASI earned fees of $133,320 for administrative services provided to the Fund. At May 31, 2015, the Fund owed HASI $8,951 for administrative services. Certain officers of the Trust are members of management and/or employees of HASI. A trustee of the Trust is a member of management of HASI. HASI operates as a wholly-owned subsidiary of Huntington Bancshares, Inc., the parent company of Unified Financial Securities, Inc. (the “Distributor”).

The Trust retains HASI to act as the Fund’s transfer agent and to provide fund accounting services. For the fiscal year ended May 31, 2015, HASI earned fees of $65,107 from the Fund for transfer agent services. For the fiscal year ended May 31, 2015, HASI earned fees of $80,091 from the Fund for fund accounting services. At May 31, 2015, the Fund owed HASI $5,397 for transfer agent services and $5,515 for fund accounting services.

The Distributor acts as the principal distributor of the Fund’s shares. There were no payments made to the Distributor by the Fund for the fiscal year ended May 31, 2015. A trustee and an officer of the Trust is an officer of the Distributor and such person may be deemed to be an affiliate of the Distributor.

 

28


LS Opportunity Fund

Notes to the Financial Statements – continued

May 31, 2015

 

NOTE 5. INVESTMENT TRANSACTIONS

For the fiscal year ended May 31, 2015, purchases and sales of investment securities, other than short-term investments, were as follows:

 

Purchases

  

U.S. Government Obligations

   $   

Other

     807,626,383   

Sales

  

U.S. Government Obligations

   $   

Other

     887,836,222   

NOTE 6. ESTIMATES

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

NOTE 7. BENEFICIAL OWNERSHIP

The beneficial ownership, either directly or indirectly, of 25% or more 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 May 31, 2015, National Financial Services, Inc. (“NFS”) owned, as record shareholder, 79% of the outstanding shares of the Fund. It is not known whether NFS or any of the underlying beneficial owners owned or controlled 25% or more of the voting securities of the Fund.

NOTE 8. FEDERAL TAX INFORMATION

At May 31, 2015, the appreciation (depreciation) of investments, net of proceeds for investment securities sold short, for tax purposes was as follows:

 

     Amount  

Gross Unrealized Appreciation

   $ 195,314   

Gross Unrealized Depreciation

     (566,512
  

 

 

 

Net Unrealized Depreciation

   $ (371,198
  

 

 

 

 

29


LS Opportunity Fund

Notes to the Financial Statements – continued

May 31, 2015

 

NOTE 8. FEDERAL TAX INFORMATION – continued

 

At May 31, 2015, the aggregate cost of securities, net of proceeds for investment securities sold short, for federal income tax purposes, was $56,185,817.

The tax characterization of distributions for the fiscal years ended May 31, 2015 and May 31, 2014, were as follows:

 

     2015      2014  

Distributions paid from:

     

Long-term Capital Gain

   $ 3,344,132       $ 2,801,219   
  

 

 

    

 

 

 
   $ 3,344,132       $ 2,801,219   
  

 

 

    

 

 

 

At May 31, 2015, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

 

Undistributed Ordinary Income

   $ 2,549,871   

Undistributed long-term capital gains

     1,448,940   

Accumulated capital and other losses

     (9,702

Unrealized appreciation/(depreciation)

     (371,879
  

 

 

 
   $ 3,617,230   
  

 

 

 

The difference between book basis and tax basis unrealized appreciation is primarily attributable to the tax deferral of wash losses.

NOTE 9. DISTRIBUTIONS TO SHAREHOLDERS

On July 10, 2015, the Fund paid the following distributions to shareholders of record on July 9, 2015.

 

Distribution Type

   Per Share  

Short-Term Capital Gain

   $ 0.477221   

Long-Term Capital Gain

   $ 0.271177   

 

30


LS Opportunity Fund

Notes to the Financial Statements – continued

May 31, 2015

 

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 EVENT

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. The Adviser and the Board were informed of certain portfolio management changes expected to occur within the Previous Sub-Adviser to the Fund that would impact the ongoing management of the Fund. As such, the Board terminated the previous sub-advisory agreement on April 23, 2015 and that termination became effective on May 28, 2015. At a special meeting held on April 28, 2015, the Board met to approve an interim sub-advisory agreement with Prospector Partners so that it may provide sub-advisory services to the Fund. The Sub-Advisor commenced providing services to the Fund on an interim basis on May 28, 2015. At its June 30, 2015 meeting, the Board, including by separate vote of a majority of the Independent Trustees, reviewed and approved the new sub-advisory agreement between the Sub-Adviser and the Adviser, subject to shareholder approval. Shareholders are expected to vote on this proposal at a special meeting to occur on, or about, September 17, 2015. Shareholders will also be asked to vote on a proposal to implement a multi-manager arrangement whereby the Adviser, under certain circumstances, would be able to hire and replace sub-advisers for the Fund without obtaining shareholder approval.

 

31


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of LS Opportunity Fund and

Board of Trustees of Valued Advisers Trust

We have audited the accompanying statement of assets and liabilities, including the schedules of investments and securities sold short, of LS Opportunity Fund (the “Fund”), a series of Valued Advisers Trust, as of May 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the period ended May 31, 2011, were audited by other auditors whose report dated July 22, 2011, expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2015, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of LS Opportunity Fund as of May 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

LOGO

COHEN FUND AUDIT SERVICES, LTD.

Cleveland, Ohio

July 28, 2015

 

32


Additional Federal Income Tax Information (Unaudited):

The Form 1099-DIV you receive in January 2016 will show the tax status of all distributions paid to your account in calendar year 2015. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.

Qualified Dividend Income: For the fiscal year ended May 31, 2015, the Fund designates 0%, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction: Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal year 2015 ordinary income dividends, 0% for the corporate dividends received deduction.

For the fiscal year ended May 31, 2015, the Fund designated $5,159,265 as long-term capital gain distributions.

 

33


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

 

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

Ira Cohen, 56,

Independent Trustee,

June 2010 to present.

  Independent financial services consultant (Feb. 2005 – present).   Trustee and Audit Committee Chairman, Griffin Institutional Access Real Estate Fund since May 2014. Trustee for the Angel Oak Funds Trust since October 2014.
Andrea N. Mullins, 48, Independent Trustee, December 2013 to present.   Private investor; Independent Contractor, Seabridge Wealth Management, LLC, since April 2014; Principal Financial Officer and Treasurer, Eagle Family of Funds (mutual fund family) and Vice President, Eagle Asset Management, Inc. (investment adviser) each from 2004 to 2010.   None.

 

  *

The address for each trustee and officer is 2960 N. Meridian St., Suite 300, Indianapolis, IN 46208.

**

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

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

 

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

R. Jeffrey Young, 50,

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

  President of Huntington Asset Services since April 2015, Senior Vice President, since January 2010 and Director since May 2014; Director, Unified Financial Securities since May 2014; Chief Executive Officer, Huntington Funds from February 2010 to March 2015; Chief Executive Officer, The Huntington Strategy Shares from November 2010 to March 2015; President and Chief Executive Officer, Dreman Contrarian Funds March 2011 to February 2013; Trustee, Valued Advisers Trust, August 2008 to January 2010; and Managing Director and Chief Operating Officer of Professional Planning Consultants 2007 to 2010.   Trustee and Chairman, Capitol Series Trust, since September 2013.

 

  *

The address for each trustee and officer is 2960 N. Meridian St., Suite 300, Indianapolis, IN 46208.

**

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

 

34


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

 

Name, Address*, (Age),
Position with Trust,** Term
of Position with Trust
   Principal Occupation During Past 5 Years    Other Directorships
R. Jeffrey Young, 50, Trustee and Chairman, June 2010 to present; Principal Executive Officer and President, Valued Advisers Trust since February 2010.    President of Huntington Asset Services since April 2015, Senior Vice President, since January 2010 and Director since May 2014; Director, Unified Financial Securities, since May 2014; Chief Executive Officer, Huntington Funds from February 2010 to March 2015; Chief Executive Officer, The Huntington Strategy Shares from November 2010 to March 2015; President and Chief Executive Officer, Dreman Contrarian Funds March 2011 to February 2013; Trustee, Valued Advisers Trust, August 2008 to January 2010; and Managing Director and Chief Operating Officer of Professional Planning Consultants 2007 to 2010.    Trustee and Chairman, Capitol Series Trust, since September 2013.
John C. Swhear, 54,
Chief Compliance Officer, AML Officer and Vice President, August 2008 to present.
   Vice President of Legal Administration and Compliance, Huntington Asset Services, Inc., the Trust’s administrator, since April 2007 and Director since May 2014; Chief Compliance Officer, Unified Financial Securities, Inc., the Trust’s distributor, since May 2007 and Director since May 2014; President, Unified Series Trust, since March 2012, and Senior Vice President from May 2007 to March 2012; Chief Compliance Officer and AML Officer, Capitol Series Trust, since September 2013; Secretary, Huntington Funds, from April 2010 to February 2012; and President and Chief Executive Officer, Dreman Contrarian Funds, from March 2010 to March 2011.    None.
Carol J. Highsmith, 50,
Vice President, August 2008 to present; Secretary, March 2014 to present
   Employed in various positions with Huntington Asset Services, Inc., the Trust’s administrator, since November of 1994; currently Vice President of Legal Administration; Secretary, Cross Shore Discovery Fund since May 2014.    None.
Matthew J. Miller, 39,
Vice President, December 2011 to present.
   Employed in various positions with Huntington Asset Services, Inc., the Trust’s administrator, since July of 1998; currently Vice President of Relationship Management; Vice President, Huntington Funds, since February 2010; President and Chief Executive Officer, Capitol Series Trust, since September 2013.    None.
Bryan W. Ashmus, 42, Principal Financial Officer and Treasurer, December 2013 to present.    Vice President, Fund Administration, Huntington Asset Services, Inc., the Trust’s administrator, since September 2013; Chief Financial Officer and Treasurer, The Huntington Strategy Shares and The Huntington Funds, since November 2013; Vice President, Fund Administration, Citi Fund Services Ohio, Inc., from 2005 to 2013.    None.

 

  *

The address for each trustee and officer is 2960 N. Meridian St., Suite 300, Indianapolis, IN 46208.

**

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

 

35


OTHER INFORMATION

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the trustees and is available without charge, upon request. You may call toll-free at (877) 336-6763 to request a copy of the SAI or to make shareholder inquiries.

 

36


Continuation of Investment Advisory Agreement and Sub-Advisory Agreement Relating to the LS Opportunity Fund (Unaudited)

At a meeting held on March 10-11, 2015, the Board of Trustees (the “Board”) considered the renewal of the Investment Advisory Agreement (the “Advisory Agreement”) between the Trust and Long Short Advisors, LLC (“LSA” or “Adviser”) on behalf of the LS Opportunity Fund (the “Fund” or “LS Fund”) and the renewal of the Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement”) between the Adviser and Independence Capital Asset Partners, LLC (“ICAP” or “Sub-Adviser”) on behalf of the Fund. Counsel noted that the 1940 Act requires the approval of the investment advisory agreement between the Trust and its investment adviser by the Board, including a majority of the Independent Trustees. The Board then specifically discussed the arrangements between the Adviser and the Trust with respect to the Fund.

Counsel directed the Trustees to a memorandum that summarized, among other things, the fiduciary duties and responsibilities of the Board in reviewing and approving the agreements. A copy of this memorandum was circulated to the Trustees in advance of the meeting. Counsel discussed with the Trustees the types of information and factors that should be considered by the Board in order to make an informed decision regarding the approval of the renewal of the Advisory Agreement and Sub-Advisory Agreement, including the following material factors: (i) the nature, extent, and quality of the services provided by the Adviser, including its oversight of ICAP; (ii) the investment performance of the Fund; (iii) the costs of the services to be provided and anticipated profits to be realized by the Adviser from the relationship with the Fund; (iv) the extent to which economies of scale would be realized if the Fund grows and whether advisory fee levels reflect those economies of scale for the benefit of the Fund’s investors; and (v) the Adviser’s practices regarding possible conflicts of interest and potential benefits derived from its relationship with the Fund. He pointed out that the Board’s duties with respect to the Sub-Advisory Agreement are the same as those with respect to the Advisory Agreement. The Board discussed the contractual arrangements between the Trust and LSA, and between LSA and ICAP with respect to the Fund.

Advisory Agreement

With respect to the proposed renewal of the Advisory Agreement, Counsel discussed with the Trustees the factors that should be considered by the Board in order to make an informed decision regarding the renewal of the Advisory Agreement, including a review of the factors as applicable to LSA. In assessing these factors and reaching its decisions, the Board took into consideration information furnished for the Board’s review and consideration throughout the year at regular Board meetings, as well as information specifically requested and prepared and/or presented in connection with the annual renewal process, including information presented at the Meeting. The Board was provided with information and reports

 

37


relevant to the annual renewal of the Advisory Agreement, including: (i) reports regarding the services and support provided to the LS Fund and its shareholders by LSA; (ii) quarterly assessments of the investment performance of the LS Fund by personnel of LSA; (iii) commentary on the reasons for the performance; (iv) presentations by LSA addressing investment philosophy, investment strategy, personnel and operations of ICAP; (v) compliance and audit reports concerning the LS Fund and LSA and the oversight by LSA of similar reports concerning ICAP; (vi) disclosure information contained in the registration statement of the Trust with respect to the LS Fund and the Form ADV of LSA; (vii) information relating to the manner in which LSA oversees ICAP; and (viii) a memorandum from Counsel, that summarized the fiduciary duties and responsibilities of the Board in reviewing and approving the Advisory Agreement, including the material factors set forth above and the types of information included in each factor that should be considered by the Board in order to make an informed decision. The Board also requested and received various informational materials including, without limitation: (i) documents containing information about LSA, including financial information, a description of personnel and the managerial services provided to the LS Fund, information on investment advice, performance, summaries of LS Fund expenses, compliance program, current legal matters, and other general information; (ii) comparative expense and performance information for other mutual funds with strategies similar to the LS Fund; and (iii) benefits to be realized by LSA from its relationship with the LS Fund. The Board did not identify any particular information that was most relevant to its consideration to approve the Advisory Agreement and each Trustee may have afforded different weight to the various factors. In deciding whether to approve the Agreement, the Trustees considered:

 

1.

The nature, extent, and quality of the services to be provided by the Adviser. In this regard, the Board considered LSA’s responsibilities under the Advisory Agreement. The Trustees considered the services being provided by LSA to the Fund including its process for overseeing the sub-adviser’s portfolio management of the Fund, assuring compliance with the Fund’s investment objectives and limitations, its coordination of services for the Fund among the Fund’s service providers, and its efforts to promote the Fund and grow its assets. The Trustees reviewed the steps LSA takes to oversee and supervise the sub-adviser, as described in the materials provided by LSA. The Trustees noted that LSA had recently added a chief operating officer who has been beneficial to the operations of LSA and of the Fund. The Trustees also considered the relationship of LSA’s affiliate and its utilization of the infrastructure and other resources of its affiliate. The Trustees considered LSA’s continuity of, and commitment to retain, qualified personnel and LSA’s commitment to maintain and enhance its resources and systems, the commitment of LSA’s personnel to finding alternatives and options that allow the Fund to maintain its goals, and LSA’s continued cooperation with the Board and Counsel for the Fund. The Trustees considered LSA’s personnel, including the education and experience of LSA’s personnel. After considering the foregoing information and further information

 

38


 

in the Meeting materials provided by LSA (including LSA’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 LSA were satisfactory and adequate for the Fund.

 

2.

Investment Performance of the Fund and the Adviser. In considering the investment performance of the Fund, the Trustees noted that LSA did not manage any accounts directly and that it had delegated the portfolio management responsibilities of the Fund to a sub-adviser. Accordingly, the Trustees concluded that their consideration of this factor for LSA was less relevant in their determination of LSA’s performance of its duties than other factors. The Trustees considered the consistency of LSA’s management oversight of the Fund’s sub-adviser with the Fund’s investment objective, strategies, and limitations. The Trustees also compared the short-term performance of the Fund with the performance of its benchmark index, a style specific index and comparable funds with similar objectives managed by other investment advisers. The Trustees noted that the Fund’s performance, in the period since the Fund’s inception, was better than that of its style-specific benchmark, but that the Fund had underperformed as compared to its broad-based market index. The Trustees also observed that the Fund had outperformed the average and median of peers in the Fund’s category for the period since inception, although the Fund’s performance was lower than the average and median for periods of one year and less. After reviewing and discussing the investment performance of the Fund further, LSA’s experience in overseeing the sub-adviser to the Fund, the Fund’s historical performance, and other relevant factors, the Board concluded, in light of all the facts and circumstances, that the investment performance of the Fund was satisfactory.

 

3.

The costs of the services to be provided and profits to be realized by the Adviser from the relationship with the Fund. In considering the costs of services to be provided and the profits to be realized by LSA from the relationship with the Fund, the Trustees considered: (1) LSA’s financial condition; (2) asset levels of the Fund; (3) the overall expenses of the Fund; and (4) the nature and frequency of advisory fee payments. The Trustees reviewed information provided by LSA regarding its profits associated with managing the Fund. The Trustees also considered the relationship of LSA’s affiliate and its utilization of the infrastructure and other resources of its affiliate. The Trustees also considered potential benefits for LSA in managing the Fund. The Trustees then compared the fees and expenses of the Fund (including the management fee) to other comparable mutual funds. The Trustees noted that the Fund’s management fee was the highest in its peer group and the net expense ratio was also among the highest in its peer group. In this regard, the Trustees reflected upon their discussion with representatives of LSA earlier in the Meeting, and commented on LSA’s assertion that the firm provided a premium product in comparison to other products in the marketplace. The Board concluded that

 

39


 

the fees to be paid to LSA by the Fund and the profits to be realized by the Fund, in light of all the facts and circumstances, were fair and reasonable in relation to the nature and quality of the services provided by LSA.

 

4.

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

 

5.

Possible conflicts of interest and benefits to the Adviser. In considering LSA’s practices regarding conflicts of interest, the Trustees evaluated the potential for conflicts of interest and considered such matters as the experience and ability of the advisory personnel assigned to the Fund; the operations of LSA’s investment advisory affiliate; and the substance and administration of LSA’s code of ethics. The Trustees also considered disclosure in the registration statement of the Trust relating to LSA’s potential conflicts of interest. The Trustees noted other potential benefits (in addition to the management fee) to LSA, such as the ability to offer the Fund as an investment option for the smaller clients of LSA’s affiliate. Based on the foregoing, the Board determined that LSA’s standards and practices relating to the identification and mitigation of potential conflicts of interest and the benefits to be realized by LSA in managing the Fund were satisfactory.

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

Sub-Advisory Agreement

The Board then specifically discussed the proposed renewal of the Sub-Advisory Agreement between LSA and ICAP with respect to the LS Fund. Counsel again referenced the memorandum from Counsel that summarized, among other things, the fiduciary duties and responsibilities of the Board in reviewing and approving the renewal of the Sub-Advisory Agreement. Counsel reminded the Trustees of the types of information and factors that should be considered by the Board in order to make

 

40


an informed decision regarding the approval of the renewal of the Sub-Advisory Agreement, including a review of the Factors as applicable to ICAP.

In assessing these factors and reaching its decisions, the Board took into consideration information furnished for the Board’s review and consideration throughout the year at regular Board meetings, as well as information specifically requested and prepared and/or presented in connection with the annual renewal process, including information presented at the Meeting. The Board was provided with information and reports relevant to the annual renewal of the Sub-Advisory Agreement, including: (i) reports regarding the services provided to the LS Fund and its shareholders by ICAP; (ii) compliance and audit reports concerning the LS Fund and ICAP; (iii) disclosure information contained in the registration statement of the Trust with respect to the LS Fund and the Form ADV of ICAP; and (iv) a memorandum from Counsel, that summarized the fiduciary duties and responsibilities of the Board in reviewing and approving the Sub-Advisory Agreement, including the material factors set forth above and the types of information included in each factor that should be considered by the Board in order to make an informed decision. The Board also requested and received various informational materials including, without limitation: (i) documents containing information about ICAP, including financial information, a description of personnel and the services provided to the LS Fund, information on investment advice, performance, summaries of LS Fund expenses, compliance program, current legal matters, and other general information; (ii) comparative expense and performance information for other mutual funds with strategies similar to the LS Fund; (iii) the anticipated effect of size on the LS Fund’s performance and expenses; and (iv) benefits to be realized by ICAP from its relationship with the LS Fund. The Board did not identify any particular information that was most relevant to its consideration to approve the Sub-Advisory Agreement and each Trustee may have afforded different weight to the various factors. In deciding whether to approve the Agreement, the Trustees considered:

 

1.

The nature, extent, and quality of the services to be provided by the Sub-Adviser. In this regard, the Board considered ICAP’s responsibilities under the Sub-Advisory Agreement. The Trustees considered the services being provided by ICAP to the LS Fund, including, without limitation: the quality of its investment sub-advisory services (including research and recommendations with respect to portfolio securities), its process for formulating investment recommendations and assuring compliance with the Fund’s investment objectives and limitations. The Trustees considered ICAP’s continuity of, and commitment to retain, qualified personnel and ICAP’s commitment to maintain and enhance its resources and systems, the commitment of ICAP’s personnel. The Trustees considered ICAP’s personnel, including the education and experience of ICAP’s personnel. After considering the foregoing information and further information in the Meeting materials provided by ICAP (including ICAP’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 ICAP were satisfactory and adequate for the Fund.

 

41


2.

Investment Performance of the Fund and the Sub-Adviser. In considering the investment performance of the Fund and ICAP, the Trustees compared the short-term performance of the Fund with the performance of funds with similar objectives managed by other investment advisers, as well as with aggregated peer group data and with its benchmarks. The Trustees also considered the consistency of ICAP’s management of the Fund with its investment objective, strategies, and limitations. The Trustees considered the performance of other accounts managed by ICAP. The Trustees noted that the Fund Fund’s performance, in the period since the Fund’s inception, was better than that of its style-specific benchmark, but that the Fund had underperformed as compared to its broad-based market index. The Trustees also observed that the Fund had outperformed the average and median of peers in the Fund’s category for the period since inception, although the Fund’s performance was lower than the average and median for periods of one year and less. The Trustees considered that the performance of the Fund was less than that of ICAP’s composite of other accounts that were managed in a manner similar to the Fund. After reviewing and discussing the investment performance of the Fund further, ICAP’s experience sub-advising the Fund, the Fund’s historical performance, and other relevant factors, the Board concluded, in light of all the facts and circumstances, that the investment performance of the Fund and ICAP was satisfactory.

 

3.

The costs of the services to be provided and profits to be realized by the Sub-Adviser from the relationship with the Fund. In considering the costs of services to be provided and the profits to be realized by ICAP from the relationship with the Fund, the Trustees considered: (1) ICAP’s financial condition; (2) the asset levels of the Fund; (3) the overall expenses of the Fund; and (4) the nature and frequency of sub-advisory fee payments. The Trustees reviewed information provided by ICAP regarding its profits associated with managing the Fund. The Trustees also considered potential benefits for ICAP in managing the Fund. The Trustees then compared the fees and expenses of the Fund (including the sub-advisory fee) to other accounts managed by ICAP. The Trustees noted that the sub-advisory fee was lower than any other accounts with similar objectives and strategies managed by ICAP. Based on the foregoing, the Board concluded that the fees to be paid to ICAP by the Fund’s adviser and the profits to be realized by ICAP, in light of all the facts and circumstances, were fair and reasonable in relation to the nature and quality of the services provided by ICAP.

 

4.

The extent to which economies of scale would be realized as the Fund grows and whether sub-advisory fee levels reflect these economies of scale for the benefit of the Fund’s investors. In this regard, the Board considered the Fund’s fee arrangements with ICAP. The Board considered that while the sub-advisory fee changed with changes in the Fund’s assets, the Fund’s shareholders did not realize any changes in their overall expenses as ICAP’s fee was paid entirely

 

42


 

from the advisory fee paid to the investment adviser, which was fixed. The Board considered the sub-advisory fees in light of the overall arrangement with the Fund’s investment adviser. In light of the foregoing, the Board determined that the Fund’s fee arrangements for ICAP, in light of all the facts and circumstances, were fair and reasonable in relation to the nature and quality of the services provided by ICAP.

 

5.

Possible conflicts of interest and benefits to the Sub-Adviser. In considering ICAP’s practices regarding conflicts of interest, the Trustees evaluated the potential for conflicts of interest and considered such matters as the experience and ability of the advisory personnel assigned to the Fund; the basis of decisions to buy or sell securities for the Fund and/or ICAP’s other accounts; and the substance and administration of ICAP’s code of ethics. The Trustees also considered disclosure in the registration statement of the Trust relating to ICAP’s potential conflicts of interest. The Trustees noted that ICAP may utilize soft dollars and the Trustees noted ICAP’s policies and processes for managing the conflicts of interest that could arise from soft dollar arrangements. The Trustees noted another potential benefit (in addition to the sub-advisory fee) to ICAP, which is the ability to generate a public performance record for potential clients that utilize hedge funds as well as mutual funds. Based on the foregoing, the Board determined that the standards and practices of ICAP relating to the identification and mitigation of potential conflicts of interest and the benefits to be realized by ICAP in managing the Fund were satisfactory.

After additional consideration of the factors delineated in the memorandum provided by Counsel and further discussion among the Board, the Board determined to approve the continuation of the Sub-Advisory Agreement between the Adviser and the Sub-Adviser.

 

43


VALUED ADVISERS TRUST

PRIVACY POLICY

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

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

 

   

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

 

   

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

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

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

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

 

44


PROXY VOTING

A copy of the policies and procedures of the Fund uses to determine how to vote proxies relating to securities held in the Fund’s portfolio, as well as a record of how the Fund voted any such proxies during the most recent 12-month period ended June 30, is available without charge and upon request by calling the Fund at (877) 336-6763. This information is also available from the EDGAR database on the SEC’s website at www.sec.gov.

TRUSTEES

R. Jeffrey Young, Chairman

Ira Cohen

Andrea Mullins

OFFICERS

R. Jeffrey Young, Principal Executive Officer and President

Bryan W. Ashmus, Principal Financial Officer and Treasurer

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

Carol J. Highsmith, Vice President and Secretary

Matthew J. Miller, Vice President

INVESTMENT ADVISOR

Long Short Advisors, LLC

1818 Market Street, 33rd Floor, Suite 3323

Philadelphia, PA 19103

DISTRIBUTOR

Unified Financial Securities, Inc.

2960 North Meridian Street, Suite 300

Indianapolis, IN 46208

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen Fund Audit Services, Ltd.

1350 Euclid Avenue, Suite 800

Cleveland, OH 44115

LEGAL COUNSEL

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

A member firm of The 1940 Act Law GroupTM

11300 Tomahawk Creek Parkway, Suite 310

Leawood, KS 66211

CUSTODIAN

Citibank, N.A.

388 Greenwich Street

New York, NY 10013

ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTANT

Huntington Asset Services, Inc.

2960 North Meridian Street, Suite 300

Indianapolis, IN 46208

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, Inc.

Member FINRA/SIPC


Item 2. Code of Ethics.

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. Pursuant to Item 12(a)(1), a copy of registrant’s code of ethics is filed as an exhibit to this Form N-CSR. During the period covered by this report, the code of ethics has not been amended, and the registrant has not granted any waivers, including implicit waivers, from the provisions of the code of ethics.

Item 3. Audit Committee Financial Expert.

(a)(1) The registrant’s Board of Trustees has determined that the registrant has at least one audit committee financial expert serving on its audit committee.


(a)(2) The audit committee financial expert is Andrea N. Mullins, who is “independent” for purposes of this Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

 

(a) Audit Fees

 

LS Opportunity Fund:

     FY 2015       $ 14,000   
     FY 2014       $ 13,500   

BFS Equity Fund:

     FY 2015       $ 13,000   
     FY 2014       $ 12,500   

Cloud Capital Funds:

     FY 2015       $ 13,500   
     FY 2014       $ 25,000   

 

(b) Audit-Related Fees

Registrant

 

LS Opportunity Fund:

     FY 2015       $ 0   
     FY 2014       $ 0   

BFS Equity Fund:

     FY 2015       $ 0   
     FY 2014       $ 0   

Cloud Capital Funds:

     FY 2015       $ 0   
     FY 2014       $ 0   

 

(c) Tax Fees

Registrant

 

LS Opportunity Fund:

     FY 2015       $ 5,000   
     FY 2014       $ 2,500   

BFS Equity Fund:

     FY 2015       $ 2,500   
     FY 2014       $ 2,500   

Cloud Capital Funds:

     FY 2015       $ 2,500   
     FY 2014       $ 5,000   


Nature of the fees: Preparation of the 1120 RIC and Excise review

 

(d) All Other Fees

Registrant

 

LS Opportunity Fund:

     FY 2015       $ 0   
     FY 2014       $ 0   

BFS Equity Fund:

     FY 2015       $ 0   
     FY 2014       $ 0   

Cloud Capital Funds:

     FY 2015       $ 19,400   
     FY 2014       $ 20,000   

Nature of the fees: Rule 17f-1 Examination

 

(e)

     (1)      Audit Committee’s Pre-Approval Policies
          The Audit Committee Charter requires the Audit Committee to be responsible for the selection, retention or termination of auditors and, in connection therewith, to (i) evaluate the proposed fees and other compensation, if any, to be paid to the auditors, (ii) evaluate the independence of the auditors, (iii) pre-approve all audit services and, when appropriate, any non-audit services provided by the independent auditors to the Trust, (iv) pre-approve, when appropriate, any non-audit services provided by the independent auditors to the Trust’s investment adviser, or any entity controlling, controlled by, or under common control with the investment adviser and that provides ongoing services to the Trust if the engagement relates directly to the operations and financial reporting of the Trust, and (v) receive the auditors’ specific representations as to their independence;
     (2)      Percentages of Services Approved by the Audit Committee

Registrant

 

Audit-Related Fees:

     0

Tax Fees:

     0

All Other Fees:

     0

(f) During audit of registrant’s financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant’s engagement were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

(g) The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant:

 

     Registrant      Adviser  

FY 2015

   $ 0       $ 0   

FY 2014

   $ 0       $ 0   

(h) Not applicable. The auditor performed no services for the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant.


Item 5. Audit Committee of Listed Companies. NOT APPLICABLE – applies to listed companies only

Item 6. Schedule of Investments. Schedules filed with Item 1.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
NOT APPLICABLE – applies to closed-end funds only

Item 8. Portfolio Managers of Closed-End Investment Companies. NOT APPLICABLE – applies to closed-end funds only

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
NOT APPLICABLE – applies to closed-end funds only

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

The guidelines applicable to shareholders desiring to submit recommendations for nominees to the Registrant’s board of trustees are contained in the statement of additional information of the Trust with respect to the Fund(s) for which this Form N-CSR is being filed.

Item 11. Controls and Procedures.

(a) Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “Act”)) as of a date within 90 days of the filing date of this report, the registrant’s principal executive officer and principal financial officer have concluded that such disclosure controls and procedures are reasonably designed and are operating effectively to ensure that material information relating to the registrant is made known to them by others within those entities, particularly during the period in which this report is being prepared, and that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported on a timely basis.

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

Item 12. Exhibits.

 

(a) (1) Code is filed herewith.

 

      (2) Certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 and required by Rule 30a-2 under the Investment Company Act of 1940 are filed herewith.

 

      (3) Not Applicable

 

(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed herewith.


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

 

(Registrant)           Valued Advisers Trust    
By  

/s/ R. Jeffrey Young

  R. Jeffrey Young, President and Principal Executive Officer
Date   8/05/2015

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

 

By  

/s/ R. Jeffrey Young

 

R. Jeffrey Young, President and

Principal Executive Officer

Date   8/05/2015
By  

/s/ Bryan W. Ashmus

 

Bryan W. Ashmus, Treasurer and

Principal Financial Officer

Date   8/05/2015