CHANNING INTRINSIC VALUE SMALL-CAP FUND

 

Institutional Class - OWLLX

 

A Series of the Valued Advisers Trust

 

 

PROSPECTUS

May 31, 2023

 

 

Channing Capital Management, LLC

10 S. LaSalle Street, Suite 2401

Chicago, IL 60603

(312) 223-0211

www.channingcapital.com

 

 

The Securities and Exchange Commission has not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

 

 

 

TABLE OF CONTENTS

 

SUMMARY SECTION – CHANNING INTRINSIC VALUE SMALL-CAP FUND

 

1

Investment Objective

 

1

Fees and Expenses of the Fund

 

1

Principal Investment Strategies

 

2

Principal Risks

 

2

Performance

 

3

Portfolio Management

 

5

ADDITIONAL INFORMATION ABOUT THE FUND’S PRINCIPAL STRATEGIES AND RELATED RISKS

 

6

Portfolio Holdings

 

8

ADDITIONAL INFORMATION ABOUT MANAGEMENT OF THE FUND

 

8

Investment Advisor

 

8

Investment Team

 

9

ADVISOR’S PRIOR PERFORMANCE

 

11

ACCOUNT INFORMATION

 

14

How To Buy Shares

 

14

How To Redeem Shares

 

17

Determination Of Net Asset Value

 

21

Dividends, Distributions And Taxes

 

22

FINANCIAL HIGHLIGHTS

 

24

FOR MORE INFORMATION

 

26

 

i

 

 

SUMMARY SECTION – CHANNING INTRINSIC VALUE SMALL-CAP FUND

 

Investment Objective

 

The investment objective of the Channing Intrinsic Value Small-Cap Fund (the “Fund”) is long-term capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

 

Shareholder Fees (fees paid directly from your investment)      
Fee for Redemptions Paid by Wire   $15  

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

 

    Institutional
Class
 
Management Fees   0.70%  
Distribution (12b-1) Fees   0.00%  
Other Expenses   3.20%  
Total Annual Fund Operating Expenses   3.90%  
Fee Waiver/Expense Reimbursement   (2.95%)  
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement1   0.95%  

 

 
1 Channing Capital Management, LLC (“Channing” or the “Advisor”) has entered into an expense limitation agreement where it has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, fees and expenses attributable to a distribution or service plan adopted by Valued Advisers Trust (the “Trust”), interest, extraordinary items, “Acquired Fund Fees and Expenses” and brokerage commissions) do not exceed 0.95% (on an annual basis) of the daily net assets of the Fund’s Institutional Class shares. The expense limitation agreement will remain in place until May 31, 2024. Each waiver or reimbursement of an expense by the Advisor is subject to repayment by the Fund within three years following the date of such waiver or reimbursement, provided that the Fund is able to make the repayment without exceeding the expense limitation in place at the time of waiver or reimbursement and the expense limitation in place at the time of the repayment. This expense limitation agreement may only be terminated by mutual consent of the Advisor and the Board of Trustees.

 

1

 

 

Expense Example:

 

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

 

The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year, that all dividends and capital gain distributions are reinvested, and that the Fund’s operating expenses (including capped expenses for the period described in the fee table) remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

    1 year   3 years   5 years   10 years
Institutional Class   $97   $917   $1,756   $3,935

 

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the Example, above, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 72% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund seeks long-term capital appreciation. To pursue its goal, the Fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in the stocks of small cap companies. The Fund currently considers small cap companies to be those companies with market capitalizations that fall within the range of companies in the Russell 2000® Value Index, the Fund’s benchmark index. The Fund’s portfolio is selected utilizing the Advisor’s fundamental, bottom-up value investment philosophy that focuses on making concentrated investments in undervalued and neglected small cap companies that are broadly diversified across many market sectors.

 

Principal Risks

 

All investments involve risks, and the Fund cannot guarantee that it will achieve its investment objective. An investment in the Fund is not insured or guaranteed by any government agency. As with any mutual fund investment, the Fund’s returns and share price will fluctuate, and you may lose money by investing in the Fund. Below are some of the specific risks of investing in the Fund. The order of the below risk factors does not indicate the significance of any particular risk factor and the relative significance of each risk below may change over.

 

Stock Market Risk. Overall stock market risks may affect the value of the Fund. Factors such as domestic and foreign economic growth and market conditions, interest rate levels, pandemics, natural disasters, and political events affect the securities markets. Movements in the stock market may affect adversely the specific securities held by the Fund on a daily basis, and, as a result, such movements may negatively affect the Fund’s net asset value per share (“NAV”). When the value of the Fund’s investments goes down, your investment in the Fund decreases in value and you could lose money.

 

2

 

 

Small Cap Risk. Small companies carry additional risks because the operating histories of these companies tend to be more limited, their earnings and revenues less predictable (and some companies may be experiencing significant losses), and their share prices more volatile than those of larger, more established companies. The shares of smaller companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the Fund’s ability to sell these securities.

 

Value Stock Risk. Value stocks involve the risk that they may never reach their expected full market value, either because the market fails to recognize the stock’s intrinsic worth or the expected value was misgauged. They also may decline in price even though in theory they are already undervalued.

 

Focused Investment Risk. A significant portion of the Fund’s holdings may be focused in a relatively small number of securities, which may make the Fund more volatile and subject to greater risk than a more diversified fund.

 

Management Risk. Fund management’s skill in choosing appropriate investments will play a large part in determining whether the Fund is able to achieve its investment objective. To the extent appropriate investments are not chosen, the Fund may decline in value and you could lose money.

 

Limited History of Operations. The Fund is a newly formed mutual fund and has a limited history of operations.

 

Sector Focus Risk. The Advisor may allocate more of the Fund’s investments to particular segments of the market. A particular market sector can be more volatile or underperform relative to the market as a whole. Stocks within the same group of industries will decline in price due to sector-specific, market or economic developments. To the extent that the Fund has over-weighted holdings within a particular sector, the Fund is subject to an increased risk that its investments in that particular sector may decline because of changing expectations for the performance of that sector.

 

Performance

 

The bar chart below shows how the Fund’s investment results have varied from year to year. The table below shows how the Fund’s average annual total returns compare over time to those of a broad-based securities market index. This information provides some indication of the risks of investing in the Fund. Past performance (before and after taxes) of the Fund is no guarantee of how it will perform in the future.

 

3

 

 

Annual Total Return (years ended December 31st)

 

 

Years

During the period shown in the bar chart, the highest return for a quarter was 7.25% during the quarter ended December 31, 2022 and the lowest return for a quarter was (16.30%) during the quarter ended June 30, 2022. The year to date return as of March 31, 2023 was 3.61%

 

Average Annual Total Returns (for the periods ended December 31, 2022)

 

 

One Year

Since Inception

(06/30/2021)

The Fund
Before Taxes (17.53%) (11.10%)
After Taxes on Distributions (17.61%) (11.20%)
After Taxes on Distributions and Sale of Fund Shares (10.32%) (8.39%)
Russell 2000 Value Total Return (reflects no deduction for fees, expenses, or taxes) (14.48%) (9.14%)

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”).

 

Current performance of the Fund may be lower or higher than the performance quoted above. Performance data current to the most recent month end may be obtained from the Fund’s website at www.channingcapital.com/mutual-fund, or by calling (833) 565-1919.

 

4

 

 

Portfolio Management

 

Investment Advisor – Channing Capital Management, LLC

 

Investment Team – The following investment professionals are jointly responsible for managing the day-to-day investment operations of the Fund since its inception in 2021, subject to the ultimate decision-making authority over all portfolio decisions and trading practices by the Lead Portfolio Manager.

 

Wendell E. Mackey, CFA; Lead Portfolio Manager

 

Timothy J. Kroll CFA; Portfolio Manager, Senior Equity Analyst

 

Matthew Betourney, CFA; Portfolio Manager, Senior Equity Analyst

 

Kevin B. Reynolds, CFA; Associate Portfolio Manager, Financial Services

 

Derik D. Coffey, CFA; Client Portfolio Manager

 

Purchase and Sale of Fund Shares

 

Minimum Initial Investment   To Place Buy or Sell Orders
     
$100,000 for Institutional Class Shares   By Mail:  

Channing Intrinsic Value Small- Cap Fund

Ultimus Fund Solutions, LLC

Minimum Additional Purchases: $100
for Institutional Class Shares
      P.O. Box 541150
Omaha, Nebraska 68154
         
    By Phone:   (833) 565-1919

 

You can purchase shares of the Fund through broker-dealers or directly through the Fund’s transfer agent. You may sell (redeem) your shares on any day the New York Stock Exchange is open either directly through the Fund’s transfer agent by calling (833) 565-1919, or through your broker-dealer or financial intermediary. You may also redeem shares by submitting a written request to the address above.

 

Tax Information

 

The Fund’s distributions are taxable and will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-advantaged account, such as a 401(k) plan, individual retirement account (IRA) or 529 college savings plan. Distributions from a tax-advantaged account may be subject to taxation at ordinary income tax rates when withdrawn from such an account.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank or trust company), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create conflicts of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

5

 

 

ADDITIONAL INFORMATION ABOUT THE FUND’S PRINCIPAL STRATEGIES AND RELATED RISKS

 

Principal Investment Strategies of the Fund

 

The Fund seeks long-term capital appreciation. To pursue its goal, the Fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in the stocks of small cap companies. The Fund’s investment objective and policy with respect to the investment of at least 80% of its net assets may be changed by the Fund’s board, upon 60 days’ prior notice to shareholders. The Fund currently considers small cap companies to be those companies with market capitalizations that fall within the range of companies in the Russell 2000® Value Index, the Fund’s benchmark index. The Russell 2000® Value Index is an unmanaged index that measures the performance of those Russell 2000® Index companies (the 2,000 smallest companies in the Russell 3000® Index (the 3,000 largest U.S. companies based on total market capitalization), which represents approximately 10% of the total market capitalization of the Russell 3000® Index) with lower price-to-book ratios and lower forecasted growth values. As of March 31, 2023, the total market capitalization of the largest company in the Russell 2000® Value Index was approximately $7.786 billion, and the weighted average and median market capitalizations of the index were approximately $2.902 billion and $0.967 billion, respectively. These capitalization measures vary with market changes and periodic reconstitutions of the index. The Fund invests principally in common stocks, but its stock investments also may include securities issued by real estate investment trusts (REITs), including stocks purchased in initial public offerings (IPOs) or shortly thereafter. REITs are pooled investment vehicles that invest primarily in income-producing real estate or loans related to real estate. The Fund’s portfolio is constructed so as to have a value tilt. The Fund also may invest in exchange-traded funds (ETFs) in order to provide exposure to certain equity markets.

 

The Fund seeks to achieve its investment strategy through a fundamental, concentrated, bottom-up value investment philosophy that focuses on undervalued and neglected small cap companies. Consistent with its principles of intrinsic value investing, stock selection is the primary driver of Channing’s performance and investment discipline. As part of this approach, Channing looks for companies that are trading at a targeted 30% or greater discount to their “intrinsic value” as perceived by Channing based on its bottom-up analysis of the company’s fundamental business characteristics, including: (1) acquisition multiples of comparable companies, (2) discounted cash flow (DCF) analysis, and (3) sum-of-the-parts analyses. These value metrics provide what Channing and many other value investors often describe as a “margin of safety” that seeks to take advantage of upside potential relative to the company’s intrinsic value. In constructing the Fund’s portfolio, Channing seeks quality companies that meet its “intrinsic value” criteria across many market sectors that have certain business characteristics, such as those companies with leading products or services with high barriers to competitive threats, solid financials, capable management teams, and relatively predictable cash earnings prospects.

 

6

 

 

Principal Risks of Investing in the Fund

 

The principal risks of investing in the Fund are summarized below. There may be circumstances that could prevent the Fund from achieving its investment goal and you may lose money by investing in the Fund. You should carefully consider the Fund’s investment risks before deciding whether to invest in the Fund. The order of the below risk factors does not indicate the significance of any particular risk factor and the relative significance of each risk below may change over time.

 

Stock Market Risk. The Fund invests in common stocks, which subjects the Fund and its shareholders to the risks associated with common stock investing. These risks include the financial risk of selecting individual companies that do not perform as anticipated, the risk that the stock markets in which the Fund invests may experience periods of turbulence and instability, and the general risk that domestic and global economies may go through periods of decline and cyclical change. Many factors affect the performance of each company that the Fund invests in, including the strength of the company’s management or the demand for its products or services. You should be aware that a company’s share price may decline as a result of poor decisions made by management or lower demand for the company’s products or services. In addition, a company’s share price may also decline as a result of national and global events such as recession, war, epidemics or pandemics, terrorism, natural disasters and other events which may have a significant impact on markets generally.

 

Small Cap Risk. Small companies carry additional risks because the operating histories of these companies tend to be more limited, their earnings and revenues less predictable (and some companies may be experiencing significant losses), and their share prices more volatile than those of larger, more established companies. These companies may have limited product lines, markets or financial resources, or may depend on a limited management group. Investments may be made in anticipation of future products, services or events whose delay or cancellation could cause the stock price to drop. The shares of smaller companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the Fund’s ability to sell these securities. Some of the Fund’s investments will rise and fall based on investor perception rather than economic factors.

 

Value Stock Risk. Value stocks involve the risk that they may never reach their expected full market value, either because the market fails to recognize the stock’s intrinsic worth or the expected value was misgauged. They also may decline in price even though in theory they are already undervalued.

 

Focused Investment Risk. Because the Fund may invest a significant portion of its assets in a relatively small number of securities, the Fund’s net asset value may be more volatile and the Fund may involve more risk than a fund that invests in a greater number of securities. Changes in the value of a single security or the impact of a single economic, political or regulatory occurrence may have a great adverse impact on the Fund’s net asset value.

 

7

 

 

Management Risk. The Advisor’s strategy may fail to produce the intended results. The Advisor’s skill in choosing appropriate investments will play a large part in determining whether the Fund is able to achieve its investment objective. If the Advisor’s projections about the prospects for a security are not correct, such errors in judgment by the Advisor may result in significant investment losses.

 

Limited History of Operations. The Fund is a newly formed mutual fund and has a limited history of operations.

 

Sector Focus Risk. The Advisor may allocate more of the Fund’s investments to particular segments of the market, such as healthcare, information technology, or industrials. A particular market sector can be more volatile or underperform relative to the market as a whole. Stocks within the same group of industries will decline in price due to sector-specific, market or economic developments. To the extent that the Fund has over-weighted holdings within a particular sector, the Fund is subject to an increased risk that its investments in that particular sector may decline because of changing expectations for the performance of that sector.

 

Is the Fund right for you?

 

The Fund may be suitable for:

 

Long-term investors seeking a fund with an investment objective of long-term capital appreciation

 

Investors willing to accept price fluctuations in their investment.

 

Portfolio Holdings

 

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s Statement of Additional Information (“SAI”).

 

ADDITIONAL INFORMATION ABOUT MANAGEMENT OF THE FUND

 

Investment Advisor

 

Channing Capital Management, LLC, 10 S. LaSalle Street, Suite 2401, Chicago, IL 60603, serves as the advisor to the Fund. The Advisor has overall supervisory management responsibility for the general management and investment of the Fund’s portfolio. The Advisor sets the Fund’s overall investment strategies, developing, constructing and monitoring the asset allocation, identifies securities for investment, determines when securities should be purchased or sold, selects brokers or dealers to execute transactions for the Fund’s portfolio and votes any proxies solicited by portfolio-held companies.

 

The Advisor is an employee-owned Delaware limited liability company founded in 2003. Rodney B. Herenton and Wendell E. Mackey, CFA are Founding Partners with responsibility for the leadership and management of the firm. Wendell E. Mackey, CFA is the Lead Portfolio Manager and is responsible for the day-to-day management of the Fund’s portfolio. Mr. Mackey joined Channing in 2004, and previously worked for Valenzuela Capital Partners, LLC. As of December 31, 2022, Channing had approximately $3.2 billion in assets under management.

 

8

 

 

For its services as Advisor to the Fund, Channing is entitled to receive an annual investment advisory fee of 0.70% of the average daily net assets of the Fund. The Advisor has entered into an expense limitation agreement where it has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, fees and expenses attributable to a distribution or service plan adopted by the Trust, interest, extraordinary items, “Acquired Fund Fees and Expenses” and brokerage commissions) do not exceed 0.95% (on an annual basis) of the daily net assets of the Fund’s Institutional Class shares. This expense limitation agreement will remain in place until May 31, 2024. Each waiver or reimbursement of an expense by the Advisor is subject to repayment by the Fund within three years following the date of such waiver or reimbursement, provided that the Fund is able to make the repayment without exceeding the expense limitation in place at the time of waiver or reimbursement and the expense limitation in place at the time of the repayment. This expense limitation agreement may only be terminated by mutual consent of the Advisor and the Board of Trustees. For the fiscal year ended January 31, 2023, the Advisor waived its entire investment advisory fee.

 

A discussion of the basis for the Board of Trustees’ approval of the investment management agreement between Channing and the Trust, on behalf of the Fund, is available in the Fund’s semi-annual report to shareholders for the period ended July 31, 2021.

 

Investment Team

 

The following provides information about the portfolio managers who are responsible for the day-to-day management of the Fund.

 

Wendell E. Mackey, CFA, Lead Portfolio Manager – Mr. Mackey, CFA, is a Founder, Co-Chief Executive Officer & Chief Investment Officer for Channing Capital Management, LLC and serves as Lead Portfolio Manager for the Small-Cap Value and SMID Strategies. Mr. Mackey has over 25 years of investment experience. Formerly, he was Senior Managing Director of Valenzuela Capital Partners, LLC, a small and mid-cap equities boutique, where he shared responsibility for managing the firm’s assets, research staff and overall firm. He previously was a portfolio manager with Barnett Capital Advisors, responsible for mid/large cap institutional assets, and he held a senior role at NCM Capital Management Group, where he served as portfolio manager responsible for Calvert Social Investment Managed Growth Fund and Calvert CRI Balanced Fund. He also held analyst positions with PNC Bank in the Corporate Finance, and Investment Management and Research divisions of the Bank. Mr. Mackey received a BBA from Howard University, and a MM from the J.L. Kellogg Graduate School of Management, Northwestern University. Mr. Mackey currently serves on the Board of Visitors for the Howard University School of Business. He previously served as a Board Member and Chair of the Audit Committee of the CFA Society of Chicago. He has earned the Chartered Financial Analyst designation.

 

9

 

 

Timothy J. Kroll, CFA, Portfolio Manager, Senior Equity Analyst – Mr. Kroll is a Portfolio Manager-Senior Equity Analyst of the Small and SMID Value Products at Channing Capital Management, LLC. Mr. Kroll has over 25 years of investment experience. Prior to joining the firm, Mr. Kroll was a Founder and Director of InView Investment Management, LLC. Previously Tim was a Vice President at ABN AMRO Asset Management Holdings Inc. where he researched equities for a 5-Star Morningstar-rated and Money Top 100 mutual fund with over $1 billion in assets at that time. He also held equity research positions at Lincoln Capital Management and at Mesirow Financial as a sell-side small value research analyst. Mr. Kroll received a BS in finance from Southern Illinois University and a MM from the J.L. Kellogg Graduate School of Management, Northwestern University. He has earned the Chartered Financial Analyst designation.

 

Matthew Betourney, CFA, Portfolio Manager, Senior Equity Analyst – Mr. Betourney is a Portfolio Manager, Senior Equity Analyst of the Small and SMID Value Products at Channing, and has over 15 years of investment experience. Prior to joining the firm, Matt was a Senior Research Analyst at Susquehanna Investment Group based in Chicago. He researched event-driven situations focused in the industrial and materials sectors. Previously Matt was a Senior Research Analyst at Wintrust Capital Management where he researched small-cap equities in the industrial, material and consumer sectors. He also held an equity research position at Magnetar Financial LLC. Mr. Betourney received his B.B.A. in Finance with an emphasis in Accounting from the University of Iowa and his M.B.A. at the University Of Chicago Booth School Of Business. He has earned the Chartered Financial Analyst designation.

 

Kevin B. Reynolds, CFA, Portfolio Manager, Financial Services Specialist – Mr. Reynolds is an Associate Portfolio Manager – Financial Services Specialist of the Small and SMID Value Product at Channing Capital Management, LLC. Mr. Reynolds has over 20 years of investment experience. Prior to joining the firm, Mr. Reynolds was a Senior Vice President at Wunderlich Securities, Inc., where he researched small and mid-cap Regional and Community Banks. He also held equity research positions at Morgan Keegan & Co., Janney Montgomery Scott and Stanford Group. Mr. Reynolds received a BBA in finance from Memphis State University (now the University of Memphis) and an MBA from the Fogelman College of Business and Economics, University of Memphis. He has earned the Chartered Financial Analyst designation.

 

Derik D. Coffey, CFA, Client Portfolio Manager – Mr. Coffey is a Client Portfolio Manager at Channing Capital Management. Mr. Coffey has 20 years of investment experience. Prior to joining the firm, he was a Portfolio Specialist at Herndon Capital Management focused on value strategies. Prior to Herndon, Mr. Coffey was an analyst at UBS Financial Services in the Manager Research Group responsible for due diligence on managers primarily in the small and mid-cap space. Before that, he was an Assistant Vice President for M&A at New York Life Insurance, and an analyst in the Global M&A Group at Lehman Brothers. Mr. Coffey earned a B.A. from Tuskegee University, and a Master of Science from Georgetown University. He has also earned the Chartered Financial Analyst designation.

 

The Fund’s SAI provides additional information about the Fund’s portfolio managers, including their compensation structure, other accounts managed, and ownership of shares of the Fund.

 

10

 

 

ADVISOR’S PRIOR PERFORMANCE

 

Shown below is performance information for the Advisor’s Small Cap Value Composite (the “Composite”), a composite of all fully discretionary accounts managed by the Advisor that are managed with the same investment objective as the Fund, and are subject to substantially similar investment policies and techniques as those used by the Fund. The results presented are not intended to predict or suggest the return to be experienced by the Fund or the return that an individual investor might achieve by investing in the Fund.

 

The Composite for which results are reported is both gross of fees and “net” of fees (after deduction of advisory, brokerage and other expenses excluding fees paid separately by the investor such as custody fees). However, the Composite is not subject to the same type of expenses to which the Fund is subject, nor to the diversification requirements, specific tax restrictions and investment limitations imposed on the Fund by the 1940 Act or the Internal Revenue Code of 1986, as amended (the “Code”). Consequently, the performance results for the Composite could have been adversely affected if the separate accounts had been regulated as an investment company. In addition, to the extent that operating expenses incurred by the separate accounts are lower than the expected operating expenses of the Fund, the performance results of the Composite would be greater than what Fund performance would have been.

 

Past performance is not indicative of future results. The actual return and value of an account will fluctuate and at any point in time could be worth more or less than the amount initially invested.

 

Channing Small-Cap Value Composite

June 30, 2006 – June 30, 2022*

 

    Gross of
Fees Total
Return***
  Net of
Fees Total
Return***
  Russell
2000 Value
Index**
  Number of
Portfolios
  Dispersion
(%)**
  Small-Cap
Value 3-Year
Ex-Post Standard
Deviation
(%)**
  Russell
2000 Value
Index 3-Year
Ex-Post Standard
Deviation
(%)**
  Total
Composite
Assets
($ in Millions)
  Total
Firm Assets
($ in Millions)
  Total
Advisory
Only Assets
($ in Millions)
  Total
Firm and
Advisory
Only Assets
($ in Millions)
2006 (6 months)   16.59%   16.59%   11.81%   1   N/A   N/A   N/A   12   593   N/A   593
2007   4.20%   3.59%   -9.78%   1   N/A   N/A   N/A   14   652   N/A   652
2008   -32.74%   -33.08%   -28.92%   5   N/A   N/A   N/A   34   488   N/A   488
2009   23.22%   22.57%   20.58%   12   0.13%   N/A   N/A   149   666   N/A   666
2010   33.02%   32.29%   24.50%   13   0.11%   N/A   N/A   216   832   N/A   832
2011   -5.82%   -6.45%   -5.50%   13   0.13%   24.27%   26.04%   190   858   N/A   858
2012   22.95%   22.17%   18.05%   16   0.09%   21.21%   19.89%   366   973   N/A   973
2013   39.54%   38.77%   34.52%   26   0.02%   17.20%   15.82%   787   1,568   N/A   1,568
2014   5.46%   4.82%   4.22%   25   0.07%   13.16%   12.79%   828   1,982   N/A   1,982
2015   -4.44%   -4.95%   -7.47%   32   0.25%   14.62%   13.46%   1,143   2,294   N/A   2,294
2016   29.48%   28.71%   31.74%   34   0.07%   16.71%   15.50%   1,487   2,856   N/A   2,856
2017   7.61%   6.98%   7.84%   26   0.16%   15.25%   13.97%   1,557   3,047   N/A   3,047
2018   -16.59%   -17.10%   -12.86%   20   0.06%   16.87%   15.76%   1,012   2,038   N/A   2,038
2019   25.88%   25.14%   22.39%   24   0.11%   17.20%   15.68%   1,295   2,215   196****   2,216
2020   17.57%   16.88%   4.63%   16   0.06%   27.32%   26.12%   1,098   2,497   230****   2,498
2021   20.46%   19.82%   28.27%   23   0.13%   26.18%   25.00%   2,084   3,595   3   3,598
12/31/21–6/30/22   -16.59%   -16.83%   -17.31%   28   N/A   N/A   N/A   1,790   3,143   15   3,158
                                             
Since Inception (annualized)   8.65%   8.04%   6.20%   N/A   N/A   N/A   N/A   N/A   N/A   N/A   N/A

 

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Channing Capital Management, LLC (“Channing”) claims compliance with the Global Investment Performance Standards (GIPS®) and has prepared and presented this report in compliance with the GIPS standards. Channing has been independently verified for the periods July 1, 2004 through June 30, 2022. “A firm that claims compliance with the GIPS standards must establish policies and procedures for complying with all the applicable requirements of the GIPS standards. Verification provides assurance on whether the firm’s policies and procedures related to composite and pooled fund maintenance, as well as the calculation, presentation, and distribution of performance, have been designed in compliance with the GIPS standards and have been implemented on a firm-wide basis. The Small-Cap Value Composite has had a performance examination for the periods July 1, 2006 through June 30, 2022. The verification and performance examination reports are available upon request”.

 

Notes: *Composite Performance as of 6/30/22
**Benchmark, Dispersion and Standard Deviation Returns Gross of fees
***Fees are accounted for on a cash basis
****$ in Thousands

 

1. Channing Capital Management, LLC (“CCM”) is an institutional investment manager that invests solely in U.S. equities with a focus on value stocks across small-cap, smid, large-cap and all-cap portfolio strategies. CCM is an independent investment management firm that is not affiliated with any parent organization. “GIPS® is a registered trademark of CFA Institute. CFA Institute does not endorse or promote this organization, nor does it warrant the accuracy or quality of the content contained herein.”

 

2. This composite includes all fully discretionary, non-taxable Small-Cap Value portfolios and generally does not include taxable accounts or portfolios unless such accounts have no investment restrictions and no tax-related limitations or requirements. Accounts included are primarily comprised of all actively managed institutional equity accounts with assets of at least $2 million that are managed to the Russell 2000®Value (RUJ) Index and an investment mandate of Small- Capitalization Value. Client portfolios are included in the composite in their first full quarter under management after being qualified for composite inclusion. The inception date and creation date of the composite is June 30, 2006. A complete list and description of composites and pooled funds are available upon request. Policies for valuing investments, calculating performance, and preparing IPS reports are available upon request. Pursuant to CCM’s discretion under GIPS guidelines, since the creation of this composite through December 31, 2021, accounts that experience cash flows in excess of 10% of the account’s market value are temporarily removed from the composite. Effective January 1, 2022, accounts that experience cash flows in excess of 10% of the account’s market value are temporarily removed from the composite, unless the composite only contains one account. If removed, such accounts are added back to the composite when they are considered fully invested and are also subject to our new account inclusion criteria.

 

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3. Composite results are time-weighted rates of return and are presented gross and net of investment advisory fees. Gross returns for the Small-Cap Value Composite are net of commission fees and transaction costs. Net-of-fees returns, where presented, are calculated net of actual advisory/management fees charged to each client account that is in the composite. Dividends are recorded on an accrual basis. Monthly composite returns are calculated using the aggregated method. Quarterly composite returns are calculated by linking the monthly composite returns geometrically through compounding. Composite dispersion is presented as the asset weighted standard deviation of accounts in the composite for the entire year, and, and dispersion is not presented for periods where there are 5 or fewer accounts in the composite for the entire year. The performance results have been calculated without consideration of the effects of any income taxes thereon. Returns are calculated net of withholding taxes on dividends, interest or capital gains. Composite results reflect the reinvestment of dividends, capital gains, and other earnings when appropriate.

 

4. In one-on-one presentations, CCM may present performance returns gross of fees. Fees will reduce the returns of a client portfolio. Fees for the Small-Cap Value strategy are assigned using a tier system: $0 to $25 million at 100 bps; the next $25 million at 90 bps; over $50 million to $100 million at 85 bps; and above $100 million at 80 bps per annum. The fee schedule contained in CCM’s Form ADV-Part 2 is available upon request. Actual investment advisory fees incurred by clients may vary based on portfolio size, length of mandate, mandate terms including investment guidelines and restrictions, other similar negotiable items, and performance returns.

 

5. Minimum Account Size: The minimum account size for inclusion in the composite is $2,000,000. CCM may, at its discretion, accept accounts below this minimum. It should be noted that some of the Small-Cap Value Composite client accounts are sub-advised relationships on behalf of other institutions. However, CCM does not engage any other firms as its sub-adviser for the management of client portfolios.

 

6. The Russell 2000 Value Index represents the Small-Cap Value segment of the U.S. equity universe as a subset to Russell’s 2000 Value Index. The Russell 2000 Value Index measures the performance of those Russell 2000 Value companies with lower price-to-book ratios and lower forecasted growth values.

 

7. The performance shown in CCM’s Small-Cap Value Composite represents historical performance. Historical performance is not indicative or a guarantee of future results. investing in mid and small-cap stocks is more risky and more volatile than investing in large-cap stocks.

 

8. U.S. dollars are used in the calculation of the presented returns and valuations.

 

9. 3-Year Ex-Post Standard Deviation (Gross) is included starting in 2011 as required. It measures the variability of the Composite and the Benchmark returns over the preceding 36-month (or 3-Year) period and has been annualized.

 

10. Benchmark returns are not covered by the report of independent verifier.

 

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ACCOUNT INFORMATION

 

How To Buy Shares

 

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. This means that when you open an account, we will ask for your name, residential address, date of birth, government identification number and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents, and may take additional steps to verify your identity. If we do not receive these required pieces of information, there may be a delay in processing your investment request, which could subject your investment to market risk. If we are unable to immediately verify your identity, the Fund may restrict further investment until your identity is verified. However, if we are unable to verify your identity, the Fund reserves the right to close your account without notice and return your investment to you at the NAV determined on the day in which your account is closed. If we close your account because we are unable to verify your identity, your investment will be subject to market fluctuation, which could result in a loss of a portion of your principal investment.

 

The minimum initial investment in the Fund is $100,000 for Institutional Class Shares. There is a minimum amount for subsequent investments of $100 for Institutional Class Shares. The Advisor may, in its sole discretion, waive these minimums for accounts participating in an automatic investment program and in certain other circumstances. The Fund may waive or lower investment minimums for investors who invest in the Fund through an asset-based fee program made available through a financial intermediary. If your investment is aggregated into an omnibus account established by an investment adviser, broker or other intermediary, the account minimums apply to the omnibus account, not to your individual investment. The financial intermediary may also impose minimum requirements that are different from those set forth in this Prospectus. If you choose to purchase or redeem shares directly from the Fund, you will not incur charges on purchases and redemptions. However, if you purchase or redeem Shares through a broker-dealer or another intermediary, you may be charged a fee by that intermediary.

 

Initial Purchase

 

By Mail – To be in proper form, your initial purchase request must include:

 

a completed and signed investment application form; and

 

a personal check with name pre-printed (subject to the minimum amount) made payable to the Fund.

 

Mail the application and check to:

 

U.S. Mail:

 

Overnight:

 

 

 

Channing Intrinsic Value Small-Cap Fund

c/o Ultimus Fund Solutions, LLC

P.O. Box 541150

Omaha, Nebraska 68154

 

Channing Intrinsic Value Small-Cap Fund

c/o Ultimus Fund Solutions, LLC

4221 North 203rd Street, Suite 100

Elkhorn, Nebraska 68022-3474

 

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By Wire – You may also purchase shares of the Fund by wiring federal funds from your bank, which may charge you a fee for doing so. To wire money, you must call Shareholder Services at (833) 565-1919 to obtain instructions on how to set up your account and to obtain an account number.

 

You must provide a signed application to Ultimus Fund Solutions, LLC, the Fund’s transfer agent, at the above address in order to complete your initial wire purchase. Wire orders will be accepted only on a day on which the Fund and its custodian and transfer agent are open for business. A wire purchase will not be considered made until the wired money is received and the purchase is accepted by the Fund. The purchase price per share will be the NAV next determined after the wire purchase is accepted by the Fund. Any delays, which may occur in wiring money, including delays that may occur in processing by the banks, are not the responsibility of the Fund or the transfer agent. There is presently no fee for the receipt of wired funds, but the Fund may charge shareholders for this service in the future.

 

By Depositing Securities – Shares of the Fund may be purchased in exchange for an investor’s securities if the securities are acceptable to the Fund and satisfy applicable investment objectives and policies. Investors interested in exchanging securities must contact the Advisor, to acquire instructions regarding submission of a written description of the securities which the investor wishes to exchange. The Advisor requires that investors represent that all securities offered to the Fund are not subject to any sale restrictions. Within five business days after receipt of the written description, the Advisor will advise the investor whether the securities to be exchanged are acceptable. There is no charge for this review by the Advisor. Upon the Advisor’s acceptance of such exchange orders, the investor must deliver the securities in fully negotiable form within five days.

 

Securities accepted by the Fund must have a readily ascertainable value as determined by the Fund’s custodian. Securities are valued in the manner described for valuing Fund assets in the section entitled “Determination of Net Asset Value.” Acceptance of such orders may occur on any day during the five-day period afforded the Advisor to review the acceptability of the securities. The Advisor will provide delivery instructions at the time of acceptance. A gain or loss for federal income tax purposes may be realized by the investor upon the exchange of securities, depending upon the adjusted tax basis and value of the securities tendered. The Fund will accept securities in this manner only for purposes of investment, and not for resale.

 

Additional Investments

 

You may purchase additional shares of the Fund at any time by mail, wire, automated clearing house (“ACH”), or automatic investment. Each additional mail purchase request must contain:

 

1. Your name

 

2. The name on your account(s)

 

3. Your account number(s)

 

4. A check made payable to the Channing Intrinsic Value Small-Cap Fund

 

Checks should be sent to the Fund at the address listed under the heading “Initial Purchase – By Mail” in this Prospectus. To send a bank wire, call Shareholder Services at (833) 565-1919 to obtain instructions.

 

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Automated Clearing House (ACH)

 

Current shareholders may purchase additional shares via ACH. To have this option added to your account, please send a letter to the Fund requesting this option and supply a voided check for the bank account. Only bank accounts held at domestic institutions that are ACH members may be used for these transactions.

 

You may not use ACH transactions for your initial purchase of Fund shares. ACH purchases will be effective at the closing price per share on the business day after the order is placed. The Fund may alter, modify or terminate this purchase option at any time.

 

Automatic Investment Plan

 

You may make regular investments in the Fund with an Automatic Investment Plan by completing the appropriate section of the account application or completing a systematic investment plan form and attaching a voided personal check. Investments may be made monthly to allow dollar-cost averaging by automatically deducting $100 or more from your bank checking account. You may change the amount of your monthly purchase at any time. If an Automatic Investment Plan purchase is rejected by your bank, your shareholder account will be charged a fee to defray bank charges.

 

Tax Sheltered Retirement Plans

 

Shares of the Fund may be an appropriate investment for tax-sheltered retirement plans, including: individual retirement plans (IRAs); simplified employee pension plans (SEPs); 401(k) plans; qualified corporate pension and profit-sharing plans (for employees); tax-advantaged investment plans (for employees of public school systems and certain types of charitable organizations); and other qualified retirement plans. You should contact Shareholder Services at (833) 565-1919 for the procedure to open an IRA or SEP plan, as well as more specific information regarding these retirement plan options. Please consult with an attorney or tax adviser regarding these plans. You must pay custodial fees for your IRA by redemption of sufficient shares of the Fund from the IRA unless you pay the fees directly to the IRA custodian. Call Shareholder Services about the IRA custodial fees at (833) 565-1919.

 

Other Purchase Information

 

The Fund may limit the amount of purchases and refuse to sell shares to any person. If your check or electronic payment does not clear, you will be responsible for any loss incurred by the Fund and charged a $25 fee to defray bank charges. You may be prohibited or restricted from making future purchases in the Fund. Checks should be made payable to the Fund. The Fund and its transfer agent may refuse any purchase order for any reason. Cash, third party checks (except for properly endorsed IRA rollover checks), counter checks, starter checks, traveler’s checks, money orders, credit card checks, and checks drawn on non-U.S. financial institutions will not be accepted.

 

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Cashier’s checks, bank official checks, and bank money orders are reviewed on a case-by-case basis and may be accepted under certain circumstances. In such cases, a fifteen (15) business day hold will be applied to the funds, (which means that you may not redeem your shares until the holding period has expired).

 

The Fund has authorized certain broker-dealers and other financial institutions (including their designated intermediaries) to accept on its behalf purchase and sell orders. The Fund is deemed to have received an order when the authorized person or designee accepts the order, and the order is processed at the NAV next calculated thereafter. It is the responsibility of the broker-dealer or other financial institution to transmit orders promptly to the Fund’s transfer agent.

 

If you invest in the Fund through an investment advisor, bank, broker-dealer, 401(k) plan, trust company or other financial intermediary, the policies and fees for transacting business may be different than those described in this Prospectus. Some financial intermediaries may charge transaction fees and may set different minimum investments or limitations on buying or selling shares. Some financial intermediaries do not charge a direct transaction fee, but instead charge a fee for services such as sub-transfer agency, accounting and/or shareholder services that the financial intermediary provides on the Fund’s behalf. This fee may be based on the number of accounts or may be a percentage of the average value of the Fund’s shareholder accounts for which the financial intermediary provides services. The Fund may pay a portion of this fee, which is intended to compensate the financial intermediary for providing the same services that would otherwise be provided by the Fund’s transfer agent or other service providers if the shares were purchased directly from the Fund. To the extent that these fees are not paid by the Fund, the Advisor may pay a fee to financial intermediaries for such services.

 

To the extent that the Advisor, not the Fund, pays a fee to a financial intermediary for distribution or shareholder servicing, the Advisor may consider a number of factors in determining the amount of payment associated with such services, including the amount of sales, assets invested in the Fund and the nature of the services provided by the financial intermediary. Although neither the Fund nor the Advisor pays for the Fund to be included in a financial intermediary’s “preferred list” or other promotional program, some financial intermediaries that receive compensation as described above may have such programs in which the Fund may be included. Financial intermediaries that receive these types of payments may have a conflict of interest in recommending or selling the Fund’s shares rather than other mutual funds, particularly where such payments exceed those associated with other funds. The Fund may from time to time purchase securities issued by financial intermediaries that provide such services; however, in selecting investments for the Fund, no preference will be shown for such securities.

 

How To Redeem Shares

 

You may receive redemption payments by check, ACH or federal wire transfer. The proceeds may be more or less than the purchase price of your shares, depending on the market value of the Fund’s securities at the time of your redemption. If you redeem your shares through a broker/dealer or other financial institution, you may be charged a fee by that institution. You should consult with your broker-dealer or other financial institution for more information on these fees.

 

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By Mail – You may redeem any part of your account in the Fund at no charge by mail. Your request should be addressed to:

 

U.S. Mail:

 

Overnight:

 

 

 

Channing Intrinsic Value Small-Cap Fund

c/o Ultimus Fund Solutions, LLC

P.O. Box 541150

Omaha, Nebraska 68154

 

Channing Intrinsic Value Small-Cap Fund

c/o Ultimus Fund Solutions, LLC

4221 North 203rd Street, Suite 100

Elkhorn, Nebraska 68022-3474

 

Your request for a redemption must include your letter of instruction, including the Fund name, account number, account names, the address, and the dollar amount or number of shares you wish to redeem. Requests to sell shares that are received in good order are processed at the NAV next calculated after the Fund receives your order in proper form. To be in good order, your request must be signed by all registered share owner(s) in the exact name(s) and any special capacity in which they are registered. The Fund may require that signatures be guaranteed if you request the redemption check be made payable to any person other than the shareholder(s) of record or mailed to an address other than the address of record, if the mailing address has been changed within 15 days of the redemption request, for any redemption transmitted by federal wire transfer to a bank other than the bank of record, or in certain other circumstances, such as to prevent unauthorized account transfers or redemptions. The Fund may also require a signature guarantee for redemptions of $25,000 or more. Signature guarantees are for the protection of shareholders. You can obtain a signature guarantee from most banks and securities dealers, but not from a notary public. All documentation requiring a signature guarantee must utilize a New Technology Medallion Stamp. For joint accounts, both signatures must be guaranteed. Please call Shareholder Services at (833) 565-1919 if you have questions. At the discretion of the Advisor or the transfer agent, the signature guarantee requirements may be modified or waived, and you may be required to furnish additional legal documents to insure proper authorization.

 

By Telephone – You may redeem any part of your account (up to $25,000) in the Fund by calling Shareholder Services at (833) 565-1919. The telephone redemption privilege is automatically available to all new accounts. If you do not want the telephone redemption privilege, you must indicate this in the appropriate area on your account application or you must write to the Fund to request that the privilege be removed from your account. If you own an IRA, you will be asked whether or not the Fund should withhold federal income tax (as discussed below). The Fund, and its transfer agent and custodian are not liable for following redemption or exchange instructions communicated by telephone to the extent that they reasonably believe the telephone instructions to be genuine. However, if they do not employ reasonable procedures to confirm that telephone instructions are genuine, they may be liable for any losses due to unauthorized or fraudulent instructions. Procedures employed may include recording telephone instructions and requiring a form of personal identification from the caller.

 

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The Fund or its transfer agent may terminate the telephone redemption procedures at any time. During periods of extreme market activity, it is possible that shareholders may encounter some difficulty in telephoning the Fund, although neither the Fund nor the transfer agent has ever experienced difficulties in receiving and in a timely fashion responding to telephone requests for redemptions or exchanges. If you are unable to reach the Fund by telephone, you may request a redemption or exchange by mail.

 

By Wire – A wire transfer fee of $15 is charged to defray custodial charges for redemptions paid by wire transfer. This fee is subject to change. Any charges for wire redemptions will be deducted from your Fund account by redemption of shares.

 

Redemptions In-Kind

 

Generally, all redemptions will be paid in cash. The Fund typically expects to satisfy requests by using holdings of cash or cash equivalents or selling portfolio assets. On a less regular basis, and if the Advisor believes it is in the best interest of the Fund and its shareholders not to sell portfolio assets, the Fund may satisfy redemption requests by using short-term borrowings from the Fund’s custodian. These methods normally will be used during both regular and stressed market conditions. In addition to paying redemption proceeds in cash, the Fund reserves the right to make payment for a redemption in securities rather than cash, which is known as a “redemption in kind.” If the amount you are redeeming is over the lesser of $250,000 or 1% of the Fund’s net assets, the Fund has the right to redeem your shares by giving you the amount that exceeds the lesser of $250,000 or 1% of the Fund’s net assets in securities instead of cash. A redemption in kind will consist of securities equal in market value to the Fund shares being redeemed, using the same valuation procedures that the Fund uses to compute its NAV. Redemption in kind transactions will typically be made by delivering readily marketable securities to the redeeming shareholder within 7 days after the Fund’s receipt of the redemption order in proper form. Marketable securities are assets that are regularly traded or where updated price quotations are available. Illiquid investments are investments that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. Certain illiquid investments may be valued using estimated prices from one of the Trust’s approved pricing agents. If the Fund redeems your shares in kind, it will value the securities pursuant to policies and procedures adopted by the Board of Trustees of the Trust (the “Board”). You will bear the market risks associated with maintaining or selling the securities that are transferred as redemption proceeds. In the event that an in-kind distribution is made, a shareholder may incur additional expenses, such as taxes or the payment of brokerage commissions, on the sale or other disposition of the securities received from the Fund.

 

Frequent Purchases and Redemptions – The Fund has been designed as a long-term investment and not as a frequent or short-term trading (“market timing”) option. Market timing can be disruptive to the portfolio management process and may adversely impact the ability to implement investment strategies. In addition to being disruptive, the risks presented by market timing include higher expenses through increased trading and transaction costs; forced and unplanned portfolio turnover; large asset swings that decrease the ability to maximize investment return; and potentially diluting the value of the share price. These risks can have an adverse effect on investment performance.

 

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Although the Fund does not encourage frequent purchases and redemptions, the Board has not adopted policies and procedures to detect and prevent market timing in the Fund because the Board does not believe that market timing is a significant risk to the Fund given the type of securities held in the Fund. Accordingly, the Fund will permit frequent and short-term trading of shares of the Fund. Although the Board does not believe that there is a significant risk associated with market timing for the Fund, the Fund cannot guarantee that such trading will not occur. Notwithstanding, the Fund reserves the right to refuse to allow any purchase by a prospective or current investor.

 

Additional Information – If you are not certain of the requirements for a redemption please call Shareholder Services at (833) 565-1919. Redemptions specifying a certain date or share price cannot be accepted and will be returned. The length of time the Fund typically expects to pay redemption proceeds is similar regardless of whether the payment is made by check, wire, or ACH. The Fund typically expects to pay redemption proceeds for shares redeemed within the following days after receipt by the transfer agent of a redemption request in proper form:

 

For payment by check, the Fund typically expects to mail the check within one to three business days;

 

For payment by wire or ACH, the Fund typically expects to process the payment within one to three business days.

 

Payment of redemption proceeds may take longer than the time the Fund typically expects and may take up to 7 days as permitted under the Investment Company Act of 1940. Under unusual circumstances as permitted by the Securities and Exchange Commission (the “SEC”), the Fund may suspend the right of redemption or delay payment of redemption proceeds for more than 7 days. When shares are purchased by check or through ACH, the proceeds from the redemption of those shares will not be paid until the purchase check or ACH transfer has been converted to federal funds, which could take up to 15 calendar days. You may be assessed a fee if the Fund incurs bank charges because you request that the Fund re-issue a redemption check.

 

For non-retirement accounts, redemption proceeds, including dividends and other distributions, sent via check by the Fund and not cashed within 180 days will be reinvested in the Fund at the current day’s NAV. Redemption proceeds that are reinvested are subject to the risk of loss like any other investment in the Fund.

 

Because the Fund incurs certain fixed costs in maintaining shareholder accounts, the Fund may redeem all of your shares in the Fund on 30 days written notice if the value of your shares in the Fund is less than $500 due to redemption, or such other minimum amount as the Fund may determine from time to time. You may increase the value of your shares in the Fund to the minimum amount within the 30-day period. All shares of the Fund also are subject to involuntary redemption if the Board determines to liquidate the Fund. In such event, the Board may close the Fund with notice to shareholders but without obtaining shareholder approval. An involuntary redemption will create a capital gain or capital loss, which may have tax consequences about which you should consult your tax adviser.

 

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Retirement Plans – If you own an IRA or other retirement plan, you must indicate on your redemption request (or via telephone) whether the Fund should withhold federal income tax. Unless you elect in your redemption request that you do not want to have federal tax withheld, the redemption will be subject to withholding.

 

Determination Of Net Asset Value

 

The price you pay for your shares is based on the Fund’s NAV per share. The Fund’s NAV is calculated at the close of trading (normally 4:00 p.m. Eastern time) on each day the New York Stock Exchange (“NYSE”) is open for business (the NYSE is closed on weekends, most federal holidays and Good Friday). The Fund’s NAV is calculated by dividing the value of the Fund’s total assets (including interest and dividends accrued but not yet received) minus liabilities (including accrued expenses) by the total number of shares outstanding. Requests to purchase and sell shares are processed at the NAV next calculated after the Fund receives your order in proper form. In the event the Fund holds portfolio securities that trade in foreign markets or that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares, the NAV of the Fund’s shares may change on days when shareholders will not be able to purchase or redeem the Fund’s shares.

 

Securities that do not have a readily available current market value are valued in good faith by the Advisor as “valuation designee” under the oversight of the Board. The Advisor has adopted policies and procedures for valuing securities and other assets in circumstances where market quotes are not readily available. In the event that market quotes are not readily available, and the security or asset cannot be valued pursuant to one of the valuation methods, the value of the security or asset will be determined in good faith by the Advisor. On a quarterly basis, the Advisor’s fair valuation determinations will be reviewed by the Board. The Advisor’s policy is intended to result in a calculation of the Fund’s NAV that fairly reflects security values as of the time of pricing. However, fair values determined pursuant to the Advisor’s procedures may not accurately reflect the price that the Fund could obtain for a security if it were to dispose of that security as of the time of pricing.

 

Market quotes are considered not readily available in circumstances where there is an absence of current or reliable market-based data (e.g., trade information, bid/asked information, broker quotes), including where events occur after the close of the relevant market, but prior to the close of the NYSE, that materially affect the values of the Fund’s securities or assets. In addition, market quotes are considered not readily available when, due to extraordinary circumstances, an exchange or market on which a security trades does not open for trading for the entire day and no other market prices are available. The Advisor as valuation designee will monitor for significant events that may materially affect the values of the Fund’s securities or assets and for determining whether the value of the applicable securities or assets should be re-evaluated in light of such significant events.

 

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Dividends, Distributions and Taxes

 

Dividends and Distributions. The Fund typically distributes to its shareholders as dividends all or substantially all of its net investment income and any realized net capital gains. These distributions are automatically reinvested in the Fund unless you request cash distributions on your application or through a written request to the Fund. The Fund expects that its distributions will consist primarily of income and net realized capital gains. The Fund expects to distribute its net investment income annually and makes distributions of its net realized capital gains, if any, at least annually. Net investment income distributed by the Fund generally will consist of interest income, if any, and dividends received on investments, less expenses. The dividends you receive, whether or not reinvested, will be taxed as ordinary income except as described below (including if reinvested in additional shares). Unless you indicate another option on your account application, any dividends and capital gain distributions paid to you by the Fund will automatically be invested in additional shares of the Fund. Alternatively, you may elect to have: (1) dividends paid to you in cash and the amount of any capital gain distributions reinvested; or (2) the full amount of any dividends and capital gain distributions paid to you in cash. The Fund will send dividends and capital gain distributions elected to be received as cash to the address of record or bank of record on the applicable account. Your distribution option will automatically be converted to having all dividends and other distributions reinvested in additional shares if any of the following occur:

 

Postal or other delivery service is unable to deliver checks to the address of record;

 

Your dividend and capital gain distribution checks are not cashed within 180 days; or

 

Your bank account of record is no longer valid.

 

For non-retirement accounts, dividend and capital gain distribution checks issued by the Fund that are not cashed within 180 days will be reinvested in the Fund at the current day’s NAV. When reinvested, those amounts are subject to risk of loss like any other investment in the Fund.

 

Selling shares (including redemptions) and receiving distributions (whether reinvested or taken in cash) usually are taxable events to the Fund’s shareholders, as discussed below.

 

Summary of Certain Federal Income Tax Consequences. The following information is meant as a general summary of the U.S. federal income tax provisions regarding the taxation of the Fund’s shareholders. Additional tax information appears in the SAI. Shareholders should rely on their own tax adviser for advice about the federal, state, local and foreign tax consequences to them of investing in the Fund.

 

The Fund expects to distribute its net investment income annually and makes distributions of its net realized capital gains, if any, at least annually. Shareholders may elect to take dividends from net investment income or capital gain distributions, if any, in cash or reinvest them in additional Fund shares. The Fund intends to qualify annually to be treated as a regulated investment company (a “RIC”) under Subchapter M of the Code. As such the Fund will not be taxed on amounts it distributes, and shareholders will generally be taxed on distributions, regardless of whether distributions are paid by the Fund in cash or are reinvested in additional Fund shares. Distributions to non-corporate investors attributable to ordinary income and short-term capital gains are generally taxed as ordinary income, although certain income dividends may be taxed to non-corporate shareholders as qualified dividend income at long-term capital gains rates provided certain holding period requirements are satisfied. Distributions of long-term capital gain are generally taxed as long-term capital gain, regardless of how long a shareholder has held Fund shares. Distributions may be subject to state and local taxes, as well as federal taxes.

 

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Unless you are investing through a tax-deferred retirement account (such as a 401(k) or an IRA), you should consider avoiding a purchase of Fund shares shortly before the Fund makes a distribution, because making such a purchase can increase your taxes and the cost of the shares. This is known as “buying a dividend.” For example: On December 15, you invest $5,000, buying 250 shares for $20 each. If the Fund pays a distribution of $1 per share on December 16, its share price will drop to $19 (not counting market change). You still have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares x $1 = $250 in distributions), but you owe tax on the $250 distribution you received — even if you reinvest it in more shares and have to pay the tax due on the dividend without receiving any cash to pay the taxes. To avoid “buying a dividend,” check the Fund’s distribution schedule before you invest.

 

The Fund may invest in foreign securities against which foreign tax may be withheld. If more than 50% of the Fund’s assets are invested in foreign ETFs, foreign index mutual funds, or other foreign issues at the end of the year, the Fund’s shareholders might be able to claim a foreign tax credit or take a deduction with respect to foreign taxes withheld.

 

Taxable distributions paid by the Fund to corporate shareholders will be taxed at the corporate income tax rate. Corporate shareholders may be entitled to a dividends-received deduction (“DRD”) for a portion of the dividends paid and designated by the Fund as qualifying for the DRD provided certain holding period requirements are met.

 

In general, a shareholder who sells or redeems Fund shares will realize a capital gain or loss, which will be long-term or short-term depending upon the shareholder’s holding period for the Fund shares, provided that any loss recognized on the sale of Fund shares held for six months or less will be treated as long-term capital loss to the extent of capital gain dividends received with respect to such shares. An exchange of shares may be treated as a sale and any gain may be subject to tax.

 

Ordinary income and capital gains distributions paid by the Fund, as well as gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes.

 

The Fund may be required to withhold U.S federal income tax (presently at the rate of twenty-four percent (24%)) on all taxable distributions payable to shareholders who fail to provide the Fund with their correct taxpayer identification number or to make required certifications, or who have been notified by the Internal Revenue Service (the “IRS”) that they are subject to backup withholding. Backup withholding is not an additional tax; rather, it is a way in which the IRS ensures it will collect taxes otherwise due. Any amounts withheld may be credited against a shareholder’s U.S. federal income tax liability.

 

Shareholders should consult with their own tax adviser to ensure that distributions and sales of Fund shares are treated appropriately on their income tax returns.

 

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Federal law requires that mutual fund companies report their shareholders’ cost basis, gain/loss, and holding period to the IRS on the Fund’s shareholders’ Forms 1099-B when “covered” securities are sold. Covered securities are any regulated investment company and/or dividend reinvestment plan shares acquired on or after January 1, 2012.

 

The Fund has chosen average cost as the standing (default) tax lot identification method for all shareholders. A tax lot identification method is the way the Fund will determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing NAVs, and the entire position is not sold at one time. The Fund’s standing tax lot identification method is the method covered shares will be reported on your Forms 1099-B if you do not select a specific tax lot identification method. You may choose a method different than the Fund’s standing method and will be able to do so at the time of your purchase or upon the sale of covered shares. Please refer to the appropriate IRS regulations or consult your tax adviser with regard to your personal circumstances.

 

For those securities defined as “covered” under current IRS cost basis tax reporting regulations, the Fund is responsible for maintaining accurate cost basis and tax lot information for tax reporting purposes. The Fund is not responsible for the reliability or accuracy of the information for those securities that are not “covered.” The Fund and its service providers do not provide tax advice. You should consult independent sources, which may include a tax professional, with respect to any decisions you may make with respect to choosing a tax lot identification method.

 

This section is only a summary of some of the important U.S. federal income tax considerations of taxable U.S. shareholders that may affect your investment in the Fund. This summary is provided for general information purposes only and should not be considered as tax advice and may not be relied on by a prospective investor. This general summary does not apply to non-U.S. shareholders or tax-exempt shareholders, and does not address state, local or foreign taxes. More information regarding these considerations is included in the Fund’s SAI. All prospective investors and shareholders are urged and advised to consult their own tax adviser regarding the effects of an investment in the Fund on their particular tax situation.

 

FINANCIAL HIGHLIGHTS

 

The following table is intended to help you better understand the financial performance of the Fund since its inception. Certain information reflects financial results for a single Fund share. Total return represents the rate you would have earned (or lost) on an investment in the Fund, assuming reinvestment of all dividends and distributions. The Fund’s financial highlights for the period presented were audited by Cohen & Company, Ltd., the Fund’s Independent Registered Public Accounting Firm, whose report, along with the Fund’s financial statements, is included in the Fund’s annual report to shareholders. The annual report is available from the Fund upon request without charge.

 

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Channing Intrinsic Value Small-Cap Fund

Institutional Class

Financial Highlights

(For a share outstanding during each period)

 

    For the
Year Ended
January 31,
2023
    For the
Period
Ended
January 31,
2022(a) 
 
Selected Per Share Data:                
Net asset value, beginning of period   $ 9.77     $ 10.00  
Investment operations:                
Net investment income     0.03       0.02  
Net realized and unrealized loss on investments     (0.50 )     (0.22 )
Total from investment operations     (0.47 )     (0.20 )
Less distributions to shareholders from:                
Net investment income     (0.03 )     (0.03 )
Total distributions     (0.03 )     (0.03 )
Net asset value, end of period   $ 9.27     $ 9.77  
Total Return(b)      (4.72 )%     (2.03 )%(c) 
Ratios and Supplemental Data:                
Net assets, end of period (000 omitted)   $ 7,324     $ 1,868  
Ratio of net expenses to average net assets     0.95 %     0.95 %(d) 
Ratio of expenses to average net assets before waiver and reimbursement     3.90 %     12.86 %(d) 
Ratio of net investment income to average net assets     0.34 %     0.27 %(d) 
Portfolio turnover rate     72 %     23 %(c) 

 

 
(a) For the period June 30, 2021 (commencement of operations) to January 31, 2022.
(b) Total return represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions.
(c) Not annualized.
(d) Annualized.

 

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FOR MORE INFORMATION

 

You can find additional information about the Fund in the following documents:

 

Annual and Semi-Annual Reports: These reports contain additional information about the Fund’s investments including performance data, information on the Fund’s portfolio holdings and operating results for the most recently completed fiscal year or half-year. The annual report includes a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year. Paper copies of the reports are no longer sent by mail, unless you specifically request paper copies of the shareholder reports from the Fund or from your financial intermediary. You may elect to receive all future reports in paper format, free of charge by contacting your financial intermediary or, if you hold your shares directly, by calling the Fund toll-free at (833) 565-1919 or writing to the Fund at Channing Intrinsic Value Small-Cap Fund, Valued Advisers Trust, c/o Ultimus Fund Solutions, LLC, 4221 North 203rd Street, Suite 100, Elkhorn, Nebraska 68022-3474.

 

Statement of Additional Information (SAI): The SAI supplements the Prospectus and contains detailed information about the Fund and its investment restrictions, risks and policies and operations, including the Fund’s policies and procedures relating to the disclosure of portfolio holdings by the Fund’s affiliates. A current SAI for the Fund is on file with the Securities and Exchange Commission and is incorporated into this prospectus by reference, which means it is considered part of this Prospectus.

 

You can get free copies of the current SAI and the Fund’s Annual and Semi- Annual Reports by contacting Shareholder Services at (833) 565-1919. You may also request other information about the Funds and make shareholder inquiries. Alternatively, the Fund’s SAI and Annual and Semi-Annual Reports to Shareholders are also available, free of charge, at the Fund’s website at www.channingcapital.com/mutual-fund.

 

Investment Company Act #811-22208

 

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