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U.S. VALUE ETF 

(USVT)

 

 

 

 

 

 

 

Annual Report 

November 30, 2022

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. VALUE ETF November 30, 2022
LETTER TO SHAREHOLDERS (Unaudited)

 

Dear Fellow Shareholders,

 

Enclosed is the Annual Report to shareholders of U.S. Value ETF (“USVT”). We would like to thank you for your investment.

 

U.S Value ETF

 

U.S. Value ETF (the “Fund”) is designed for those seeking value exposure through a passive management process. USVT aims to track the investment results (before fees and expenses) of the Lyrical U.S. Value Index (the “Index”). The Index, developed by Lyrical Asset Management LP, seeks to represent the potential benefits of deep value investing by using proprietary investment screens to identify the cheapest quintile of 200 stocks from a universe of potential investment candidates of the top 1,000 US stocks by market capitalization, based on one year forward median analyst projected price to earnings ratio.

 

In contrast to the most broadly cited “value” indices, we believe the Index (and, thereby, the Fund) benefits from a process that is both straightforward and clearly value focused. Those other indices suffer from several frailties, including a melding of value factors with anti-growth factors (as if value and growth work in opposition) and including most of the securities in their respective universes.

 

Since its launch on September 13, 2021 through November 30, 2022, USVT has produced a cumulative total return of +11.63%, compared to the Index return of +12.45%, and to the +4.42% cumulative total return for S&P 500® Value Index (the “S&P 500 Value”). For the twelve months ended November 30, 2022, USVT has produced a total return of +10.79% compared to the total return for the S&P 500 Value of +5.59%. Over this same period, 55% of USVT’s investments have posted gains and 47% outperformed the S&P 500® Value Index

 

As of November 30, 2022, the valuation of our portfolio is 8.0 times the next twelve months consensus earnings. The S&P 500® Value has a valuation of 15.6 times earnings on this same basis, a premium of 94.33% over the Fund.

 

We consider this an opportune time to invest in USVT. We believe we are less than three years into a value upcycle, and historically those upcycles have lasted six to ten years.

 

Thank you for your continued trust and interest in USVT.

 

Sincerely,

 

Lyrical Asset Management LP

1

 

Past performance is not predictive of future performance. Investment results and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Performance data current to the most recent month end are available by calling 1-888-884-8099.

 

An investor should consider the investment objectives, risks, charges and expenses of the fund carefully before investing. The fund’s prospectus contains this and other important information. To obtain a copy of the fund’s prospectus please visit the fund’s website at www.usvalueetf.com or call 1-888-884-8099 and a copy will be sent to you free of charge. Please read the prospectus carefully before you invest. The fund is distributed by Ultimus Fund Distributors, LLC.

 

The Letter to Shareholders seeks to describe some of the Adviser’s current opinions and views of the financial markets. Although the Adviser believes it has a reasonable basis for any opinions or views expressed, actual results may differ, sometimes significantly so, from those expected or expressed. The securities held by the fund that are discussed in the Letter to Shareholders were held during the period covered by this Report. They do not comprise the entire investment portfolios of the fund, may be sold at any time, and may no longer be held by the Funds. For a complete list of securities held by the fund as of November 30, 2022, please see the Schedule of Investments section of this Report. The opinions of the Fund’s adviser with respect to those securities may change at any time.

 

Statements in the Letter to Shareholders that reflect projections or expectations for future financial or economic performance of the Funds and the market in general and statements of the Funds’ plans and objectives for future operations are forward-looking statements. No assurance can be given that actual results or events will not differ materially from those projected, estimated, assumed, or anticipated in any such forward- looking statements. Important factors that could result in such differences, in addition to factors noted with such forward-looking statements include, without limitation, general economic conditions, such as inflation, recession, and interest rates. Past performance is not a guarantee of future results.

2

 

U.S. VALUE ETF

PERFORMANCE INFORMATION (Unaudited)

 

  

Comparison of the Change in Value of a $10,000 Investment in 

U.S. Value ETF versus the 

S&P 500® Value Index

 

(LINE GRAPH) 

 

Total Returns* 

(for the periods ended November 30, 2022)

 

        Since
    1 Year   Inception (b)
U.S. Value ETF (a)   10.79%   9.49%
U.S. Value ETF - At Market Value (a)   10.58%   9.39%
S&P 500® Value Index (c)   5.59%   3.62%
Lyrical U.S. Value Index (d)   11.57%   10.15%

 

* Annualized

 

(a) The Fund’s total returns do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

(b) Commencement of operations was September 14, 2021.

 

(c) The S&P 500® Value Index measure value stocks using three factors: the ratios of book value, earnings, and sales to price. Constituents are drawn from the S&P 500® Index. The Index is unmanaged and shown for illustration purposes only. An investor cannot invest in an index and its returns are not indicative of the performance of any specific investment.

 

(d) The Lyrical U.S. Value Index creation process begins with the assessment of the top 1,000 U.S. stocks by market capitalization and then uses an investment screen to cull the universe to 200. Generally, the approach emphasizes analyst projections for one-year-forward price-to-earnings ratios. On each quarterly rebalance, each stock in the cheapest quintile is equally weighted in the ETF.

3

 

U.S. VALUE ETF

PORTFOLIO INFORMATION 

November 30, 2022 (Unaudited)

 

 

U.S. Value ETF vs. S&P 500® Index Sector Diversification

 

(BAR CHART) 

 

Top Ten Equity Holdings

 

    % of
Security Description      Net Assets
Amkor Technology, Inc.   0.7%
Apollo Global Management, Inc.   0.6%
Universal Health Services, Inc. - Class B   0.6%
Affiliated Managers Group, Inc.   0.6%
RenaissanceRe Holdings Ltd.   0.6%
Capri Holdings Ltd.   0.6%
Light & Wonder, Inc.   0.6%
United States Steel Corporation   0.6%
Invesco Ltd.   0.6%
CNH Industrial N.V.   0.6%

4

 

U.S. VALUE ETF
SCHEDULE OF INVESTMENTS
November 30, 2022
COMMON STOCKS — 99.3%   Shares     Value  
Communications — 4.3%            
Cable & Satellite — 1.7%                
Charter Communications, Inc. - Class A (a)     218     $ 85,301  
Comcast Corporation - Class A     2,349       86,067  
DISH Network Corporation - Class A (a)     5,284       84,808  
              256,176  
Entertainment Content — 0.3%                
AppLovin Corporation (a)     3,874       55,824  
                 
Publishing & Broadcasting — 0.9%                
Nexstar Media Group, Inc. - Class A     404       76,583  
TEGNA, Inc.     3,429       67,688  
              144,271  
Telecommunications — 1.4%                
AT&T, Inc.     4,695       90,520  
Lumen Technologies, Inc.     10,385       56,806  
Verizon Communications, Inc.     1,951       76,050  
              223,376  
Consumer Discretionary — 14.0%                
Apparel & Textile Products — 1.7%                
Capri Holdings Ltd. (a)     1,693       97,093  
Crocs, Inc. (a)     910       91,910  
Tapestry, Inc.     2,284       86,267  
              275,270  
Automotive — 2.2%                
BorgWarner, Inc.     2,122       90,206  
Ford Motor Company     6,035       83,887  
General Motors Company     2,168       87,934  
Harley-Davidson, Inc.     1,974       93,035  
              355,062  
E-Commerce Discretionary — 0.5%                
eBay, Inc.     1,871       85,018  
                 
Home & Office Products — 1.4%                
Newell Brands, Inc.     4,851       62,917  
Tempur Sealy International, Inc.     2,755       87,527  
Whirlpool Corporation     495       72,532  
              222,976  

5

 

U.S. VALUE ETF
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 99.3% (Continued)   Shares     Value  
Consumer Discretionary — 14.0% (Continued)                
Home Construction — 3.0%                
D.R. Horton, Inc.     1,006     $ 86,516  
Fortune Brands Home & Security, Inc.     1,240       81,022  
Lennar Corporation - Class A     933       81,945  
Mohawk Industries, Inc. (a)     735       74,478  
PulteGroup, Inc.     1,829       81,903  
Toll Brothers, Inc.     1,657       79,387  
              485,251  
Leisure Facilities & Services — 0.6%                
Light & Wonder, Inc. (a)     1,498       97,025  
                 
Leisure Products — 0.5%                
Brunswick Corporation     1,012       75,090  
                 
Retail - Discretionary — 4.1%                
AutoNation, Inc. (a)     678       84,011  
Avis Budget Group, Inc. (a)     391       87,428  
Builders FirstSource, Inc. (a)     1,140       72,880  
Hertz Global Holdings, Inc. (a)     4,212       72,446  
Lithia Motors, Inc.     323       77,297  
Macy’s, Inc.     3,945       92,708  
Penske Automotive Group, Inc.     690       87,251  
Williams-Sonoma, Inc.     581       67,919  
              641,940  
Consumer Staples — 2.3%                
Food — 0.5%                
Tyson Foods, Inc. - Class A     1,085       71,914  
                 
Retail - Consumer Staples — 0.8%                
Albertsons Companies, Inc. - Class A     2,481       51,977  
Walgreens Boots Alliance, Inc.     2,111       87,606  
              139,583  
Tobacco & Cannabis — 0.5%                
Altria Group, Inc.     1,548       72,106  
                 
Wholesale - Consumer Staples — 0.5%                
Bunge Ltd.     786       82,404  
                 
Energy — 15.6%                
Oil & Gas Producers — 15.6%                
Antero Resources Corporation (a)     1,987       72,625  
APA Corporation     1,697       79,504  

6

 

U.S. VALUE ETF
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 99.3% (Continued)   Shares     Value  
Energy — 15.6% (Continued)                
Oil & Gas Producers — 15.6% (Continued)                
Chesapeake Energy Corporation     697     $ 72,140  
Chevron Corporation     430       78,823  
Chord Energy Corporation     474       72,299  
Civitas Resources, Inc.     1,035       69,718  
Comstock Resources, Inc.     3,747       68,757  
ConocoPhillips     579       71,512  
Coterra Energy, Inc.     2,332       65,086  
DCP Midstream, L.P.     1,858       73,094  
Devon Energy Corporation     983       67,355  
Diamondback Energy, Inc.     489       72,382  
Energy Transfer, L.P.     6,065       76,055  
EOG Resources, Inc.     557       79,055  
EQT Corporation     1,602       67,941  
Exxon Mobil Corporation     697       77,604  
HF Sinclair Corporation     1,224       76,304  
Marathon Oil Corporation     2,507       76,789  
Marathon Petroleum Corporation     651       79,298  
Matador Resources Company     1,119       74,257  
MPLX, L.P.     2,242       76,206  
Murphy Oil Corporation     1,588       74,954  
Occidental Petroleum Corporation     1,044       72,548  
Ovintiv, Inc.     1,337       74,551  
PBF Energy, Inc. - Class A     1,671       66,456  
PDC Energy, Inc.     1,007       74,840  
Phillips 66 Partners, L.P.     733       79,487  
Pioneer Natural Resources Company     280       66,077  
Plains All American Pipeline, L.P.     6,273       77,911  
Range Resources Corporation     2,470       71,309  
SM Energy Company     1,576       67,941  
Southwestern Energy Company (a)     10,224       70,750  
Valero Energy Corporation     588       78,569  
Western Midstream Partners, L.P.     2,661       74,455  
              2,496,652  
Financials — 32.6%                
Asset Management — 4.0%                
Affiliated Managers Group, Inc.     609       97,696  
Apollo Global Management, Inc.     1,463       101,518  
Carlyle Group, Inc. (The)     2,669       83,193  
Franklin Resources, Inc.     3,199       85,765  
Invesco Ltd.     4,895       93,543  

7

 

U.S. VALUE ETF
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 99.3% (Continued)   Shares     Value  
Financials — 32.6% (Continued)                
Asset Management — 4.0% (Continued)                
Owl Rock Capital Corporation     6,564     $ 84,741  
Stifel Financial Corporation     1,307       83,975  
              630,431  
Banking — 13.0%                
Bank of America Corporation     2,240       84,783  
Bank OZK     1,664       76,794  
Cadence Bank     2,578       74,350  
Citigroup, Inc.     1,653       80,022  
Citizens Financial Group, Inc.     1,966       83,319  
Comerica, Inc.     981       70,377  
Credicorp Ltd.     544       83,531  
East West Bancorp, Inc.     995       69,859  
Fifth Third Bancorp     2,069       75,229  
FNB Corporation     5,547       78,213  
Hancock Whitney Corporation     1,439       78,915  
Huntington Bancshares, Inc.     5,116       79,196  
JPMorgan Chase & Company     649       89,678  
KeyCorp     4,252       79,980  
New York Community Bancorp, Inc.     8,252       77,156  
Old National Bancorp     3,876       74,070  
Popular, Inc.     974       71,121  
Regions Financial Corporation     3,403       78,984  
Signature Bank     462       64,449  
Synovus Financial Corporation     1,736       73,138  
Truist Financial Corporation     1,612       75,458  
US Bancorp     1,717       77,935  
Valley National Bancorp     6,131       77,618  
Webster Financial Corporation     1,481       80,478  
Wells Fargo & Company     1,675       80,316  
Western Alliance Bancorp     1,090       74,709  
Zions Bancorporation N.A.     1,405       72,807  
              2,082,485  
Institutional Financial Services — 2.2%                
Bank of New York Mellon Corporation (The)     1,812       83,171  
Goldman Sachs Group, Inc. (The)     231       89,201  
Jefferies Financial Group, Inc.     2,252       85,553  
State Street Corporation     1,119       89,151  
              347,076  

8

 

U.S. VALUE ETF
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 99.3% (Continued)   Shares     Value  
Financials — 32.6% (Continued)                
Insurance — 6.9%                
American International Group, Inc.     1,394     $ 87,975  
Axis Capital Holdings Ltd.     1,394       80,239  
Corebridge Financial, Inc.     3,496       77,751  
Equitable Holdings, Inc.     2,523       80,080  
Everest Re Group Ltd.     260       87,864  
Hartford Financial Services Group, Inc. (The)     1,068       81,563  
Lincoln National Corporation     1,473       57,359  
MetLife, Inc.     1,089       83,526  
Old Republic International Corporation     3,080       75,460  
Prudential Financial, Inc.     747       80,698  
Reinsurance Group of America, Inc.     520       75,088  
RenaissanceRe Holdings Ltd.     514       97,101  
Unum Group     1,663       70,145  
Voya Financial, Inc.     1,093       72,116  
              1,106,965  
Specialty Finance — 6.5%                
AerCap Holdings N.V. (a)     1,446       88,783  
AGNC Investment Corporation     8,836       88,271  
Ally Financial, Inc.     2,357       63,663  
Annaly Capital Management, Inc.     4,179       90,559  
Blackstone Mortgage Trust, Inc. - Class A     3,093       78,160  
Capital One Financial Corporation     727       75,055  
Credit Acceptance Corporation (a)     158       74,886  
Discover Financial Services     755       81,812  
Fidelity National Financial, Inc.     1,828       73,778  
First American Financial Corporation     1,512       82,631  
MGIC Investment Corporation     5,572       76,504  
Starwood Property Trust, Inc.     3,682       78,832  
Synchrony Financial     2,194       82,451  
              1,035,385  
Health Care — 3.6%                
Biotech & Pharma — 2.6%                
Jazz Pharmaceuticals plc (a)     527       82,692  
Moderna, Inc. (a)     528       92,880  
Organon & Company     2,956       76,915  
Pfizer, Inc.     1,652       82,815  
Viatris, Inc.     7,361       81,192  
              416,494  

9

 

U.S. VALUE ETF
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 99.3% (Continued)   Shares     Value  
Health Care — 3.6% (Continued)                
Health Care Facilities & Services — 1.0%                
Tenet Healthcare Corporation (a)     1,313     $ 60,634  
Universal Health Services, Inc. - Class B     755       98,792  
              159,426  
Industrials — 5.3%                
Industrial Support Services — 1.6%                
AMERCO     1,438       91,025  
United Rentals, Inc. (a)     251       88,611  
WESCO International, Inc. (a)     567       73,098  
              252,734  
Machinery — 1.1%                
AGCO Corporation     636       84,410  
CNH Industrial N.V.     5,812       93,224  
              177,634  
Transportation & Logistics — 2.6%                
Alaska Air Group, Inc. (a)     1,696       80,458  
Delta Air Lines, Inc. (a)     2,337       82,660  
Ryder System, Inc.     902       84,328  
United Airlines Holdings, Inc. (a)     2,005       88,560  
XPO Logistics, Inc. (a)     2,156       83,265  
              419,271  
Materials — 11.2%                
Chemicals — 4.4%                
Celanese Corporation     762       81,763  
CF Industries Holdings, Inc.     663       71,730  
Dow, Inc.     1,547       78,851  
Eastman Chemical Company     961       83,242  
Huntsman Corporation     2,732       75,895  
LyondellBasell Industries N.V. - Class A     888       75,489  
Mosaic Company (The)     1,366       70,076  
Olin Corporation     1,479       84,272  
Westlake Corporation     785       84,504  
              705,822  
Construction Materials — 0.5%                
Owens Corning     830       73,737  
                 
Containers & Packaging — 2.1%                
Berry Global Group, Inc.     1,506       88,252  
Graphic Packaging Holding Company     3,428       78,775  
International Paper Company     2,167       80,439  
WestRock Company     2,214       83,955  
              331,421  

10

 

U.S. VALUE ETF
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 99.3% (Continued)   Shares     Value  
Materials — 11.2% (Continued)                
Forestry, Paper & Wood Products — 0.5%                
UFP Industries, Inc.     975     $ 79,814  
                 
Metals & Mining — 1.0%                
Alcoa Corporation     1,738       87,126  
Cleveland-Cliffs, Inc. (a)     4,633       71,719  
              158,845  
Steel — 2.7%                
Commercial Metals Company     1,689       83,133  
Nucor Corporation     573       85,921  
Reliance Steel & Aluminum Company     379       80,079  
Steel Dynamics, Inc.     876       91,043  
United States Steel Corporation     3,576       94,013  
              434,189  
Real Estate — 1.0%                
Real Estate Services — 0.5%                
Jones Lang LaSalle, Inc. (a)     441       74,163  
                 
Reit — 0.5%                
Medical Properties Trust, Inc.     6,428       84,335  
                 
Technology — 8.0%                
Semiconductors — 2.8%                
Amkor Technology, Inc.     3,985       111,660  
Qorvo, Inc. (a)     867       86,050  
QUALCOMM, Inc.     629       79,562  
Skyworks Solutions, Inc.     847       80,990  
Synaptics, Inc. (a)     775       82,127  
              440,389  
Software — 0.5%                
Concentrix Corporation     588       71,959  
                 
Technology Hardware — 3.8%                
Arrow Electronics, Inc. (a)     742       80,685  
Dell Technologies, Inc. - Class C     2,030       90,924  
Flex Ltd. (a)     4,125       90,668  
Hewlett Packard Enterprise Company     5,536       92,893  
HP, Inc.     2,730       82,009  
Jabil, Inc.     1,199       86,556  
TD SYNNEX Corporation     833       85,216  
              608,951  

11

 

U.S. VALUE ETF
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 99.3% (Continued)   Shares     Value  
Technology — 8.0% (Continued)                
Technology Services — 0.9%                
DXC Technology Company (a)     2,586     $ 76,726  
Western Union Company (The)     5,060       74,180  
              150,906  
Utilities — 1.4%                
Electric Utilities — 0.9%                
NRG Energy, Inc.     1,725       73,226  
Vistra Corporation     3,277       79,729  
              152,955  
Gas & Water Utilities — 0.5%                
National Fuel Gas Company     1,107       73,317  
                 
Investments at Value — 99.3% (Cost $14,735,318)           $ 15,848,642  
                 
Other Assets in Excess of Liabilities — 0.7%             108,753  
                 
Net Assets — 100.0%           $ 15,957,395  

 

N.V.- Naamloze Vennootschap

 

plc - Public Limited Company

 

(a) Non-income producing security.

 

See accompanying notes to financial statements.

12

 

U.S. VALUE ETF
STATEMENT OF ASSETS AND LIABILITIES
November 30, 2022
ASSETS        
Investments in securities:        
At cost   $ 14,735,318  
At value (Note 2)   $ 15,848,642  
Cash     81,175  
Receivable from Adviser (Note 4)     6,887  
Dividends receivable     35,136  
Other assets     1,855  
Total assets     15,973,695  
         
LIABILITIES        
Payable to administrator (Note 4)     5,167  
Other accrued expenses and liabilities     11,133  
Total liabilities     16,300  
         
NET ASSETS   $ 15,957,395  
         
NET ASSETS CONSIST OF:        
Paid-in capital   $ 14,808,905  
Distributable earnings     1,148,490  
NET ASSETS   $ 15,957,395  
         
Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)     575,000  
         
Net asset value, offering price and redemption price per share (Note 2)   $ 27.75  

 

See accompanying notes to financial statements.

13

 

U.S. VALUE ETF
STATEMENT OF OPERATIONS
Year Ended November 30, 2022
INVESTMENT INCOME        
Dividend income   $ 200,890  
Foreign withholding taxes on dividends     (2,297 )
Total investment income     198,593  
         
EXPENSES        
Administration fees (Note 4)     50,103  
Investment advisory fees (Note 4)     29,506  
Custody fees     27,273  
Legal fees     21,745  
Trustees’ fees and expenses (Note 4)     18,857  
Audit and tax services fees     15,301  
Printing of shareholder reports     13,341  
Compliance fees (Note 4)     12,000  
Transfer agent fees     10,719  
Registration and filing fees     8,375  
Other expenses     22,511  
Total expenses     229,731  
Less fees reduced and expenses reimbursed by Adviser (Note 4)     (197,434 )
Net expenses     32,297  
         
NET INVESTMENT INCOME     166,296  
         
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS AND FOREIGN CURRENCIES        
Net realized gains (losses) from:        
Investments     (127,161 )
Foreign currency transactions     17  
Net change in unrealized appreciation (depreciation) on investments     1,181,070  
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS     1,053,926  
         
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 1,220,222  

 

See accompanying notes to financial statements.

14

 

U.S. VALUE ETF
STATEMENTS OF CHANGES IN NET ASSETS
    Year Ended     Period Ended  
    November 30,     November 30,  
    2022     2021(a)  
FROM OPERATIONS                
Net investment income   $ 166,296     $ 10,592  
Net realized gains (losses) from:                
Investments     (127,161 )     4,107  
Foreign currency transactions     17        
Net change in unrealized appreciation (depreciation) on investments     1,181,070       (67,746 )
Net increase (decrease) in net assets resulting from operations     1,220,222       (53,047 )
                 
FROM DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2)     (18,687 )      
                 
FROM CAPITAL SHARE TRANSACTIONS                
Proceeds from shares issued     11,607,421       3,201,486  
                 
TOTAL INCREASE IN NET ASSETS     12,808,956       3,148,439  
                 
NET ASSETS                
Beginning of period     3,148,439        
End of period   $ 15,957,395     $ 3,148,439  
                 
SHARE TRANSACTIONS                
Shares issued     450,000       125,000  
Net increase in shares outstanding     450,000       125,000  
Shares outstanding at beginning of period     125,000        
Shares outstanding at end of period     575,000       125,000  

 

(a) Represents the period from the commencement of operations (September 14, 2021) through November 30, 2021.

 

See accompanying notes to financial statements.

15

 

U.S. VALUE ETF
FINANCIAL HIGHLIGHTS

 

Per Share Data for a Share Outstanding Throughout each Period:

 

    Year Ended     Period Ended  
    Nov. 30,     Nov. 30,  
    2022     2021 (a)  
Net asset value at beginning of period   $ 25.19     $ 25.00  
Income from investment operations:                
Net investment income (b)     0.65       0.13  
Net realized and unrealized gains on investments     2.06       0.06  (c)
Total from investment operations     2.71       0.19  
Less distributions to shareholders from:                
Net investment income     (0.15 )      
Net asset value at end of period   $ 27.75     $ 25.19  
Market price at end of period   $ 27.73     $ 25.21  
Total return (d)     10.79 %     0.76 (e)
Total return at market (f)     10.58 %     0.84 (e)
Net assets at end of period (000’s)   $ 15,957     $ 3,148  
Ratios/supplementary data:                
Ratio of total expenses to average net assets     3.47 %     10.04 (g)
Ratio of net expenses to average net assets (h)     0.49 %     0.49 (g)
Ratio of net investment income to average net assets (h)     2.51 %     2.31 (g)
Portfolio turnover rate (i)     77 %     23 (e)

 

(a) Represents the period from the commencement of operations (September 14, 2021) through November 30, 2021.

 

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

 

(c) Represents a balancing figure derived from other amounts in the financial highlights table that captures all other changes affecting net asset value per share. This per share amount does not correlate to the aggregate of the net realized and unrealized losses on the Statement of Operations for the same period.

 

(d) Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, if any, and redemption on the last day of the period at net asset value. This percentage is not an indication of the performance of a shareholder’s investment in the Fund based on market value due to differences between the market price of the shares and the net asset value per share of the Fund.

 

(e) Not annualized.

 

(f) Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, if any, and redemption on the last day of the period at market value. Market value is determined by the composite closing price. Composite closing security price is defined as the last reported sale price from any primary listing market (e.g., NYSE Arca) or participating regional exchanges or markets. The composite closing price is the last reported sale price from any of the eligible sources, regardless of volume and not an average price and may have occurred on a date prior to the close of the reporting period. Market value may be greater or less than net asset value, depending on the Fund’s closing price on the listing market.

 

(g) Annualized.

 

(h) Ratio was determined after fee reductions and expense reimbursements (Note 4).

 

(i) Portfolio turnover rate excludes securities received or delivered from in-kind processing of creations or redemptions.

 

See accompanying notes to financial statements.

16

 

U.S. VALUE ETF
NOTES TO FINANCIAL STATEMENTS
November 30, 2022

 

1. Organization

 

U.S. Value ETF (the “Fund”) is a diversified series of Ultimus Managers Trust (the “Trust”), an open-end investment company established as an Ohio business trust under a Declaration of Trust dated February 28, 2012. Other series of the Trust are not incorporated in this report.

 

The Fund is an exchange-traded fund (“ETF”). The investment objective of the Fund is to seek to track the investment results (before fees and expenses) of the Lyrical U.S. Value Index.

 

Shares of the Fund are listed and traded on the NYSE Arca, Inc. Market prices for the Shares may be different from their net asset value (“NAV”.) The Fund issues and redeems Shares on a continuous basis at NAV only in large blocks of Shares, of at least 25,000 Shares, (“Creation Units”). Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, Shares generally trade in the secondary market at market prices that change throughout the day in amounts that differ from a Creation Unit.

 

2. Significant Accounting Policies

 

The following is a summary of the Fund’s significant accounting policies. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Fund follows accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”

 

Securities valuation – The Fund values its portfolio securities at market value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open for business. The Fund values its listed securities on the basis of the security’s last sale price on the security’s primary exchange, if available, otherwise at the exchange’s most recently quoted mean price. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. When using a quoted price and when the market is considered active, the security will be classified as Level 1 within the fair value hierarchy (see below). In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value in accordance with procedures adopted by the Board of Trustees (the “Board”). Under these procedures, the securities will be classified as Level 2 or 3 within the fair value hierarchy, depending on the inputs used. Unavailable or unreliable market quotes may be due to the following factors: a substantial bid-ask spread; infrequent sales resulting in stale prices; insufficient trading volume; small trade sizes; a temporary lapse in any reliable pricing source; and actions

17

 

U.S. VALUE ETF
NOTES TO FINANCIAL STATEMENTS (Continued)

 

of the securities or futures markets, such as the suspension or limitation of trading. As a result, the prices of securities used to calculate the Fund’s NAV may differ from quoted or published prices for the same securities.

 

GAAP establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements.

 

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

 

Level 3 – significant unobservable inputs

 

The inputs or methods used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. 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.

 

The following is a summary of the Fund’s investments by the inputs used to value the investments as of November 30, 2022:

 

    Level 1     Level 2     Level 3     Total  
Common Stocks   $ 15,848,642     $     $     $ 15,848,642  
Total   $ 15,848,642     $     $     $ 15,848,642  
                                 

 

Refer to the Fund’s Schedule of Investments for a listing of securities by sector and industry type. The Fund did not hold any derivative instruments or any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the year ended November 30, 2022.

 

Share valuation – The NAV per share of the Fund is calculated daily by dividing the total value of the assets, less the liabilities, by the number of shares outstanding. The offering price and redemption price per share is equal to the NAV per share.

 

Investment income – Dividend income is recorded on the ex-dividend date. Interest income, if any, is accrued as earned. Non-cash dividends included in dividend income, if any, are recorded at the fair value of the security received. Withholding taxes on foreign dividends, if any, have been recorded in accordance with the Fund’s understanding of the applicable country’s rules and tax rates.

18

 

U.S. VALUE ETF
NOTES TO FINANCIAL STATEMENTS (Continued)

 

Investment transactions – Investment transactions are accounted for on the trade date. Realized gains and losses on investments sold are determined on a specific identification basis.

 

Common expenses – Common expenses of the Trust are allocated among the Fund and the other series of the Trust based on the relative net assets of each series, the number of series in the Trust, or the nature of the services performed and the relative applicability to each series.

 

Distributions to shareholders – The Fund distributes to shareholders any net investment income dividends and net realized capital gains distributions at least once each year. The amount of such dividends and distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. The tax character of distributions paid to shareholders during the year ended November 30, 2022 was ordinary income of $18,659 and net long-term capital gains of $28. There were no distributions paid to shareholders during the period ended November 30, 2021.

 

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 as of the date of the financial statements and the reported amounts of increase (decrease) in net assets from operations during the reporting period. Actual results could differ from those estimates.

 

Federal income tax – The Fund has qualified and intends to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”). Qualification generally will relieve the Fund of liability for federal income taxes to the extent 100% of its net investment income and net realized capital gains are distributed in accordance with the Code.

 

In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Fund’s intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts from prior years.

 

The following information was computed on a tax basis for each item as of November 30, 2022, the Fund’s most recent fiscal year end:

 

         
Tax cost of portfolio investments   $ 14,723,736  
Gross unrealized appreciation   $ 1,605,410  
Gross unrealized depreciation     (480,504 )
Net unrealized appreciation     1,124,906  
Undistributed ordinary income     132,643  
Accumulated capital and other losses     (109,059 )
Distributable earnings   $ 1,148,490  
         

19

 

U.S. VALUE ETF
NOTES TO FINANCIAL STATEMENTS (Continued)

 

The difference between the federal income tax cost of investments and the financial statement cost of investments for the Fund is due to certain timing differences in the recognition of capital gains or losses under income tax regulations and GAAP. These “book/tax” differences are temporary in nature and are primarily due to the tax deferral losses on wash sales, holdings classified as passive foreign investment companies, publicly traded partnerships and real estate investment trusts.

 

For the year ended November 30, 2022, the Fund reclassified $2 of distributable earnings against paid-in capital on the Statement of Assets and Liabilities. Such reclassification, the result of permanent differences between the financial statements and income tax requirements, had no effect on the Fund’s net assets or NAV per share.

 

As of November 30, 2022, the Fund had the following capital loss carryforwards for federal income tax purposes, which may be carried forward indefinitely of $68,385 short-term and $40,674 long-term. These capital loss carryforwards are available to offset net realized capital gains in future years, thereby reducing taxable gain distributions.

 

The Fund recognizes the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” of being sustained assuming examination by tax authorities. Management has reviewed the Fund’s tax positions for all open tax years and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements. The Fund identifies its major tax jurisdiction as U.S. Federal.

 

3. Investment Transactions

 

During the year ended November 30, 2022, cost of purchases and proceeds from sales of investment securities, excluding in-kind transactions and short-term investments, amounted to $6,102,078 and $5,389,650. Purchases and sales of in-kind transactions for the year ended November 30, 2022 amounted to $10,981,172 and $0. There were no realized gains from in-kind transactions during the year ended November 30, 2022.

 

4. Transactions with Related Parties

 

INVESTMENT ADVISORY AGREEMENT

 

The Fund’s investments are managed by Lyrical Asset Management L.P. (the “Adviser”) pursuant to the terms of an Investment Advisory Agreement. The Fund pays the Adviser an investment advisory fee, computed and accrued daily and paid monthly, at the annual rate of 0.45% of average daily net assets. During the year ended November 30, 2022, the Adviser earned $29,506 of fees under the Investment Advisory Agreement.

 

Pursuant to an Expense Limitation Agreement (“ELA”) between the Fund and the Adviser, the Adviser has contractually agreed, until July 30, 2023, to reduce investment advisory fees and reimburse other operating expenses to limit total annual operating expenses of the Fund (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividend expenses on securities sold short; costs to organize the Fund; acquired fund

20

 

U.S. VALUE ETF
NOTES TO FINANCIAL STATEMENTS (Continued)

 

fees and expenses; extraordinary expenses such as litigation and merger or reorganization costs; and other expenses not incurred in the ordinary course of the Fund’s business) to an amount not exceeding 0.49% of the average daily net assets of the Fund’s shares.

 

Accordingly, during the year ended November 30, 2022, the Adviser did not collect any of its investment advisory fees from the Fund and reimbursed other operating expenses of $167,928.

 

Under the terms of the ELA, investment advisory fee reductions and expense reimbursements by the Adviser are subject to repayment by the Funds for a period of three years after such fees and expenses were incurred, provided that the repayments do not cause total annual fund operating expenses to exceed the lesser of (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. As of November 30, 2022, the Adviser may seek repayment of advisory fee reductions and expense reimbursements no later than the dates below:

 

November 30, 2024 November 30, 2025 Total
$43,752 $197,434 $241,186

 

OTHER SERVICE PROVIDERS

 

Ultimus Fund Solutions, LLC (“Ultimus”) provides administration, fund accounting and compliance services to the Fund. The Fund pays Ultimus fees in accordance with the agreements for such services. In addition, the Fund pays out-of-pocket expenses including, but not limited to, postage, supplies, and certain costs related to the pricing of the Fund’s portfolio securities.

 

Under the terms of a Distribution Agreement with the Trust, Northern Lights Distributors, LLC (the “Distributor”) serves as the principal underwriter to the Fund. The Distributor is a wholly-owned subsidiary of Ultimus. The Distributor is compensated by the Adviser for acting as principal underwriter.

 

A Trustee and certain officers of the Trust are also officers of Ultimus.

 

TRUSTEE COMPENSATION

 

Effective October 17, 2022, each member of the Board (a “Trustee”) who is not an “interested person” (as defined by the 1940 Act, as amended) of the Trust (“Independent Trustee”) receives a $1,300 annual retainer from the Fund, paid quarterly, except for the Board Chairperson who receives a $1,700 annual retainer from the Fund, paid quarterly and the Audit Committee Chairperson who receives a $1,500 annual retainer from the Fund, paid quarterly. Each Independent Trustee also receives from the Fund a fee of $550 for each Board meeting attended plus reimbursement for travel and other meeting-related expenses. Prior to October 17, 2022, no annual retainer was designated specifically for the Audit Committee Chairperson.

21

 

U.S. VALUE ETF
NOTES TO FINANCIAL STATEMENTS (Continued)

 

5. Capital Share Transactions

 

Shares are not individually redeemable and may be redeemed by the Fund at NAV only in large blocks known as “Creation Units” of 25,000 shares. Only Authorized Participants (“APs”) or transactions done through an Authorized Participant (“AP”) are permitted to purchase or redeem Creation Units from the Fund. An AP is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor. Such transactions are generally permitted on an in-kind basis, with a balancing cash component to equate the transaction to the NAV per share of the Fund on the transaction date. Cash may be substituted equivalent to the value of certain securities generally when they are not available in sufficient quantity for delivery, not eligible for trading by the AP or as a result of other market circumstances. The Fund charges APs standard creation and redemption transaction fees (“Transaction Fees”) to offset transfer and other transaction costs associated with the issuance and redemption of Creation Units. The standard creation and redemption transaction fees are set forth in the table below. The standard creation transaction fee is charged to the AP on the day such AP creates a Creation Unit, and is the same regardless of the number of Creation Units purchased by the AP on the applicable business day. Similarly, the standard redemption transaction fee is charged to the AP on the day such AP redeems a Creation Unit, and is the same regardless of the number of Creation Units redeemed by the AP on the applicable business day. Creations and redemptions for cash (when cash creations and redemptions (in whole or in part) are available or specified) are also subject to an additional charge (up to the maximum amounts shown in the table below). This charge is intended to compensate for brokerage, tax, foreign exchange, execution, price movement and other costs and expenses related to cash transactions (which may, in certain instances, be based on a good faith estimate of transaction costs). For the year ended November 30, 2022, the Fund received $2,400 in transaction fees.

 

The Transaction Fees for the Fund are listed in the table below:

 

Fee for In-Kind and Cash Purchases Maximum Additional Variable
Change for Cash Purchases*
$800 2.00%*

 

* As a percentage of the amount invested.

 

6. Investment Risks

 

ETF Risk

 

The NAV of the Fund can fluctuate up or down, and a shareholder could lose money investing in the Fund if the prices of the securities owned by the Fund decline. In addition, the Fund may be subject to the following risks: (1) the market price of the Fund’s shares

22

 

U.S. VALUE ETF
NOTES TO FINANCIAL STATEMENTS (Continued)

 

may trade above or below its NAV; (2) an active trading market for the Fund’s shares may not develop or be maintained; or (3) trading of the Fund’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally.

 

Sector Risk

 

If the Fund has significant investments in the securities of issuers within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss in the Fund and increase the volatility of the Fund’s NAV per share. For instance, economic or market factors, regulatory changes or other developments may negatively impact all companies in a particular sector, and therefore the value of the Fund’s portfolio will be adversely affected. As of November 30, 2022, the Fund had 32.6% of the value of its net assets invested in stocks within the Financials sector.

 

7. Contingencies and Commitments

 

The Fund indemnifies the Trust’s officers and Trustees for certain liabilities that might 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 and 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. However, based on experience, the Fund expects the risk of loss to be remote.

 

8. Subsequent Events

 

The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events.

23

 

U.S. VALUE ETF
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of Ultimus Managers Trust
and the Shareholders of U.S. Value ETF

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities of U.S. Value ETF, a series of shares of beneficial interest in Ultimus Managers Trust (the “Fund”), including the schedule of investments, as of November 30, 2022, and the related statement of operations for the year then ended, and the statement of changes in net assets and the financial highlights for the year then ended and for the period from September 14, 2021 (commencement of operations) through November 30, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of November 30, 2022, and the results of its operations for the year then ended, and the changes in its net assets and its financial highlights for the period from September 14, 2021 through November 30, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities law and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

24

 

U.S. VALUE ETF
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM (Continued)

 

Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2022 by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

(BBD LOGO)

 

BBD, LLP

 

We have served as the auditor of one or more of the Funds in the Ultimus Managers Trust since 2013.

 

Philadelphia, Pennsylvania

January 26, 2023

25

 

U.S. VALUE ETF
ABOUT YOUR FUND’S EXPENSES (Unaudited)

 

We believe it is important for you to understand the impact of costs on your investment. As a shareholder of the Fund, you may incur two types of costs: (1) transactions costs, including commissions on trading, as applicable; and (2) ongoing costs, including investment advisory fees and other operating expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

A mutual fund’s ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The expenses in the table below are based on an investment of $1,000 made at the beginning of the most recent period (June 1, 2022) and held until the end of the period (November 30, 2022).

 

The table below illustrates the Fund’s ongoing costs in two ways:

 

Actual fund return – This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from the Fund’s actual return, and the fourth column shows the dollar amount of operating expenses that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.

 

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for the Fund under the heading “Expenses Paid During Period.”

 

Hypothetical 5% return – This section is intended to help you compare the Fund’s ongoing costs with those of other mutual funds. It assumes that the Fund had an annual return of 5% before expenses during the period shown, but that the expense ratio is unchanged. In this case, because the return used is not the Fund’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the U.S. Securities and Exchange Commission (the “SEC”) requires all mutual funds to calculate expenses based on a 5% return. You can assess the Fund’s ongoing costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

 

Note that expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect any transactional costs. Further, the expenses do not include any brokerage commissions on investors’ purchases or redemptions of Fund shares as described in the Fund’s prospectus.

 

The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

26

 

U.S. VALUE ETF
ABOUT YOUR FUND’S EXPENSES (Unaudited) (Continued)

 

More information about the Fund’s expenses can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to the Fund’s prospectus.

 

  Beginning Ending Net Expenses
  Account Value Account Value Expense Paid During
  June 1, 2022 November 30, 2022 Ratio(a) Period(b)
Based on Actual Fund Return. $1,000.00 $1,009.50 0.49% $2.47
Based on Hypothetical 5% Return (before expenses) $1,000.00 $1,022.61 0.49% $2.48

 

(a) Annualized, based on Fund’s most recent one-half year expenses.

 

(b) Expenses are equal to the Fund’s annualized net expense ratio multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

27

 

U.S. VALUE ETF
OTHER INFORMATION (Unaudited)

 

A description of the policies and procedures that the Fund uses to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-833-825-8383, or on the SEC’s website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent period ended June 30 will be available without charge upon request by calling toll-free 1-833-825-8383, or on the SEC’s website at www.sec.gov.

 

The Trust files a complete listing of portfolio holdings for the Fund with the SEC as of the end of the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. These filings are available upon request by calling 1-833-825-8383. Furthermore, you may obtain a copy of the filings on the SEC’s website at www.sec.gov and on the Fund’s website at www.usvalueetf.com.

 

FEDERAL TAX INFORMATION (Unaudited)

 

For the fiscal year ended November 30, 2022, the Fund designated $28 as long-term captial gain distributions.

 

Qualified Dividend Income – The Fund designates 46.33% of their ordinary income dividends, 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 fiscal year ended November 30, 2022, the percentage of ordinary income dividends qualified for the corporate dividends receivable deduction for the Fund was 32.49%.

28

 

U.S. VALUE ETF
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (Unaudited)

 

The Board has overall responsibility for management of the Trust’s affairs. The Trustees serve during the lifetime of the Trust and until its termination, or until death, resignation, retirement, or removal. The Trustees, in turn, elect the officers of the Fund to actively supervise their day-to-day operations. The officers have been elected for an annual term. The following are the Trustees and executive officers of the Fund:

 

Name and
Year of Birth
Length of
Time Served
Position(s) Held
with Trust
Principal
Occupation(s)
During Past 5 Years
Number of
Funds in
the Trust
Overseen by
Trustee
Directorships
of Public
Companies
Held by Trustee
During Past 5
Years
Interested Trustees:
David R. Carson*^
Year of Birth: 1958
2021 to
present

2021 to
present and
April 2013
to October
2013

2013 to
2021
Trustee (2021 to present)

Vice President





President and Principal Executive Officer
Senior Vice President and Director of Client Strategies of Ultimus Fund Solutions, LLC (2013 to present); and President of Unified Series Trust (2017 to 2020) 33 Interested Trustee of 31 series of the Unified Series Trust (a registered management company) (2020 to present)
Independent Trustees:
Janine L. Cohen^
Year of Birth: 1952
Since 2016 Chairperson (2019 to present)

Trustee (2016 to present)
Retired since 2013; previously Chief Financial Officer from 2004 to 2013 and Chief Compliance Officer from 2008 to 2013 at AER Advisors, Inc. 33 n/a

29

 

U.S. VALUE ETF
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued)

 

Name and
Year of Birth
Length of
Time Served
Position(s) Held
with Trust
Principal
Occupation(s)
During Past 5 Years
Number of
Funds in
the Trust
Overseen by
Trustee
Directorships
of Public
Companies
Held by Trustee
During Past 5
Years
Independent Trustees (Continued):
David M. Deptula^
Year of Birth: 1958
Since 2012 Trustee (2012 to present) Vice President of Legal and Special Projects at Dayton Freight Lines, Inc. since 2016 33 n/a
Robert E. Morrison^
Year of Birth: 1957
Since 2019 Trustee (2019 to present; and previously 2012 to 2012) Managing Director at Midwest Trust and FCI Advisors (2022 to present); Senior Vice President and National Practice Lead for Investment, Huntington National Bank/Huntington Private Bank (2014 to 2022); CEO, CIO, President of 5 Star Investment Management Company (2006 to 2014) 33 n/a
Clifford N. Schireson^
Year of Birth: 1953
Since 2019 Trustee (2019 to present) Retired; Founder of Schireson Consulting, LLC (2017 to 2022); Director of Institutional Services for Brandes Investment Partners, LP (2004 to 2017) 33 Trustee of the San Diego City Employees’ Retirement System (2019 to present)
Jacqueline A.
Williams^
Year of Birth: 1954
Since 2019 Trustee (2019 to present) Managing Member of Custom Strategy Consulting, LLC (2017 to present); Managing Director of Global Investment Research (2005 to 2017), Cambridge Associates, LLC 33 n/a

 

* Mr. Carson is considered an “interested person” of the Trust within the meaning of Section (2)(a)(19) of the Investment Company Act of 1940, as amended, because of his relationship with the Trust’s Administrator, Transfer Agent, and Distributor. Mr. Carson was President of the Trust from October 2013 to January 2021 and Vice President of the Trust from April 2013 to October 2013.

30

 

U.S. VALUE ETF
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued)

 

Name and
Year of Birth
Length
of Time
Served
Position(s)
Held with Trust
Principal Occupation(s) During Past 5 Years
Executive Officers:
Todd E. Heim^
Year of Birth: 1967
2021 to
present

2014 to
2021
President


Vice President
Vice President , Relationship Management (2018 to present) and Assistant Vice President, Client Implementation Manager with Ultimus Fund Solutions, LLC (2014 to 2018); Naval Flight Officer in United States Navy (1989 to 2017)
Jennifer L. Leamer^
Year of Birth: 1976
2014 to
present

April
2014 to
October
2014
Treasurer


Assistant Treasurer
Senior Vice President of Fund Accounting (2020 to present) and Mutual Fund Controller of Ultimus Fund Solutions, LLC (2014 to 2020)
Daniel D. Bauer^
Year of Birth: 1977
2016 to
present
Assistant Treasurer Vice President of Fund Accounting (2022 to present), Assistant Vice President of Fund Accounting (2020 to 2022), and Assistant Mutual Fund Controller (2015 to 2020) of Ultimus Fund Solutions, LLC
Angela A. Simmons^
Year of Birth: 1975
January
2022 to
present
Assistant Treasurer Vice President of Financial Administration (2022 to present) and Assistant Vice President, Financial Administration (2015 to 2022) of Ultimus Fund Solutions, LLC
Khimmara Greer^
Year of Birth: 1983
October
2021 to
present
Secretary Vice President and Senior Legal Counsel of Ultimus Fund Solutions, LLC (2021 to present); Vice President, Asset Servicing – Regulatory Administration of The Bank of New York Mellon (2019 to 2021); Vice President and Counsel of State Street Bank and Trust Company (2015 to 2019)
David K. James^
Year of Birth: 1970
October
2021 to
present

July
2021 to
October
2022
Assistant Secretary


Secretary
Executive Vice President and Chief Legal and Risk Officer of Ultimus Fund Solutions, LLC (2018 to present); Managing Director and Managing Counsel of State Street Bank and Trust Company (2009 to 2018)
Natalie S. Anderson^
Year of Birth: 1975
2016 to
present
Assistant Secretary Legal Administration Manager (2016 to present) and Paralegal (2015 to 2016) of Ultimus Fund Solutions, LLC

31

 

U.S. VALUE ETF
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued)

 

Name and
Year of Birth
Length
of Time
Served
Position(s)
Held with Trust
Principal Occupation(s) During Past 5 Years
Executive Officers (Continued):
Gweneth K.
Gosselink^
Year of Birth: 1955
2020 to
present
Chief Compliance
Officer
Assistant Vice President, Compliance Officer at Ultimus Fund Solutions, LLC (2019 to present); CCO Consultant at GKG Consulting, LLC (2019 to 2021); Chief Operating Officer & CCO at Miles Capital, Inc. (2013 to 2019)
Martin Dean^
Year of Birth: 1963
2020 to
present

2019 to
2020

2016 to
2017
Assistant Chief
Compliance Officer

Interim Chief
Compliance Officer

Assistant Chief
Compliance Officer
Senior Vice President, Head of Fund Compliance (2020 to present) and Vice President & Director of Fund Compliance of Ultimus Fund Solutions, LLC (2016 to 2020)

 

^ Address is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246

 

Additional information about members of the Board and executive officers is available in the Funds’ Statement of Additional Information (“SAI”). To obtain a free copy of the SAI, please call toll free 1-833-825-8383.

32

 

U.S. VALUE ETF
LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

 

The Fund has adopted and implemented a written liquidity risk management program (the “Program”) as required by Rule 22e-4 (the “Liquidity Rule”) under the Investment Company Act of 1940, as amended. The Program is reasonably designed to assess and manage the Fund’s liquidity risk, taking into consideration, among other factors, the Fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short- and long-term cash flow projections; and its cash holdings and access to other funding sources. The Fund’s Board of Trustees (the “Board”) approved the appointment of the Liquidity Administrator Committee, comprising of the Fund’s Adviser and certain Trust officers, to be responsible for the Program’s administration and oversight and for reporting to the Board on at least an annual basis regarding the Program’s operation and effectiveness. The annual written report assessing the Program (the “Report”) was presented to the Board at the October 17 – 18, 2022 Board meeting and covered the period from June 1, 2021 to May 31, 2022 (the “Review Period”).

 

During the Review Period, the Fund did not experience unusual stress or disruption to its operations related to purchase and redemption activity. Also, during the Review Period, the Fund held adequate levels of cash and highly liquid investments to meet shareholder redemption activities in accordance with applicable requirements. The Report concluded that the Program is reasonably designed to prevent violation of the Liquidity Rule and the Program has been effectively implemented.

33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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