Ballast Small/Mid Cap ETF (MGMT)

NYSE Arca, Inc.

 

 

 

 

 

 

 

 

 

 

Annual Report

September 30, 2022

 

 

 

 

 

 

 

 

 

 

Fund Adviser:

 

Ballast Asset Management, LP

2911 Turtle Creek Blvd, Suite 840

Dallas, TX 75219

 

1 -866-383-6468

 

 

 

 

Ballast Small/Mid Cap ETF

Management Discussion of Fund Performance – (Unaudited)

 

The Ballast Small/Mid-Cap ETF (MGMT or the “Fund”), a value-focused actively managed equity ETF, returned (18.60%) versus the Russell 2500 Value Index’s (15.35%) return for the year ended September 30, 2022.

 

UFP Technologies, Texas Pacific Land Corporation, ON Semiconductor, IRadimed and Eagle Bulk Shipping were the largest contributors to performance during the period. Teradata, Polished.com, America’s Car-Mart, American Eagle Outfitters and Foot Locker were the biggest detractors from performance.

 

MGMT is an actively managed exchange traded fund that invests primarily in a broad universe of equity securities of domestic companies with small to medium market capitalizations and utilizes fundamental, bottom-up analysis in the stock selection process. Over the last year, the Fund was hurt by Russia’s invasion of Ukraine and the positive impact that had on levered commodity plays. In addition, inflation and the Fed’s action to combat inflation caused significant pressure on some of our consumer facing holdings.

 

While MGMT maintained significant exposure to Energy stocks, most of that weighting was to companies with dramatically less operational and financial leverage than those companies included in the benchmark. While we believe our Energy investments in royalty businesses, along with Exploration & Production and Oil Services companies with pristine balance sheets may lead to higher risk-adjusted returns over time because they are less financially levered, those stocks tend to underperform the higher beta Energy stocks when commodity prices spike the way we witnessed in the first part of this year. We continue to be constructive on the overall Energy complex given the long-term ramifications of Europe’s prior dependence on Russian oil and gas, in addition to the inherent inflationary impact brought about during the transition from fossil fuel-based energy to renewal energy. However, we prefer to invest in businesses with less capital intensity and we are selecting investments such that the Fund feels less impact from the volatility of commodity prices that we believe is sure to come.

 

The Fund weighting and stock selection within the Consumer Discretionary sector negatively impacted performance during the year. Although we expected an eventual slowdown in consumer spending following the run-off from COVID-19 related stimulus, we did not anticipate the level of inventory build some of our consumer-oriented holdings would experience. In the case of Hanesbrands, the lack of willingness or ability to reduce inventory led us to sell the stock. Conversely, American Eagle Outfitters appears to have taken the problem head-on, and we hope the inventory situation there may get sorted out in the near term. Finally, Nike’s decision to dial back on its multi-decade relationship with Foot Locker invalidated our investment thesis, so we sold that position at a loss.

 

From a macroeconomic perspective, we believe core inflation has likely peaked, but that higher energy costs and shifting global supply chains could cause the rate of inflation to remain stubbornly above the Fed’s 2% target for the foreseeable future. As a result, we

 

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Ballast Small/Mid Cap ETF

Management Discussion of Fund Performance – (Unaudited) (continued)

 

do not expect the Fed to materially cut rates in the near-term, and thus doubt we return to the valuation multiples witnessed on equities over the last several years. That said, the overall market sell-off created opportunities to invest in a number of businesses that we are extraordinarily excited about. We believe these new investments, along with the balance high quality and attractively priced securities in the Fund may positively impact performance over the next 3-5 years.

 

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Investment Results (Unaudited)

 

Average Annual Total Returns*
as of September 30, 2022

 

        Since
        Inception
        December 2,
    One Year   2020
Ballast Small/Mid Cap ETF - NAV   (18.60)%   8.61%
Ballast Small/Mid Cap ETF - Market Price   (18.65)%   8.72%
Russell 2500 Value Index(a)   (15.35)%   3.75%

 

Total annual operating expenses, as disclosed in the Ballast Small/Mid Cap ETF’s (the “Fund”) prospectus dated January 28, 2022, were 1.10% of average daily net assets (2.08% before fee waivers/expense reimbursements by Ballast Asset Management, LP (the “Adviser”)). The Adviser has contractually agreed to waive its management fee and/or reimburse expenses through January 31, 2024 so that total annual Fund operating expenses, excluding portfolio transaction and other investment-related costs (including brokerage fees and commissions); taxes; borrowing costs (such as interest and dividend expenses on securities sold short); acquired fund fees and expenses; fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); any administrative and/or shareholder servicing fees payable pursuant to a plan adopted by the Board of Trustees; expenses incurred in connection with any merger or reorganization; extraordinary expenses (such as litigation expenses, indemnification of Trust officers and Trustees and contractual indemnification of Fund service providers); and other expenses that the Trustees agree have not been incurred in the ordinary course of the Fund’s business, do not exceed 1.10%. This expense cap may not be terminated prior to this date except by the Board of Trustees. Each waiver/expense payment by the Adviser is subject to recoupment by the Adviser from the Fund in the three years following the date the particular waiver/expense payment occurred, but only if such recoupment can be achieved without exceeding the annual expense limitation in effect at the time of the waiver/expense payment and any expense limitation in effect at the time of the recoupment. Additional information pertaining to the Fund’s expense ratios as of September 30, 2022 can be found in the financial highlights.

 

The performance quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Current performance of the Fund may be lower or higher than the performance quoted. The Fund’s investment objective, risks, charges and expenses must be considered carefully before investing. Performance data current to the most recent month end may be obtained by calling (866) 383-6468. The Fund’s per share net asset value (“NAV”) is the value of one share of the Fund as calculated in accordance with the standard formula for valuing shares. The NAV return is based on the NAV of the Fund and the market return is based on the market price per share of the Fund. The price used to calculate market return (“Market Price”) is determined by using the midpoint between the highest bid and the lowest offer on the primary stock exchange on which the shares of the Fund are listed for trading, as of the time that the Fund’s NAV is calculated. Market Price and NAV returns assume that dividends and capital gain distributions have been reinvested in the Fund at Market Price and NAV, respectively. Since exchange-traded funds are bought and sold at prices set by the market, which can result in a premium or discount to NAV, the returns calculated using Market Price can differ from those calculated using NAV. For more information about current performance, holdings or historical premiums/discounts, please visit the Fund’s website at http://etf.mgmtetf.com/.

 

* Return figures reflect any change in price per share and assume the reinvestment of all distributions. The Fund’s returns reflect any fee reductions during the applicable periods. If such fee reductions

 

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Investment Results (Unaudited) (continued)

 

  had not occurred, the quoted performance would have been lower. Total returns for less than one year are not annualized.

 

(a) The Russell 2500 Value Index (“Index”) is a widely recognized unmanaged market-cap-weighted index that includes the smallest 2,500 companies covered in the broad-based Russell 3000 sphere of U.S. based listed equities and range of securities than is found in the Fund’s portfolio. Individuals cannot invest directly in the Index; however, an individual can invest in exchange-traded funds or other investment vehicles that attempt to track the performance of a benchmark index.

 

The Fund’s investment objective, strategies, risks, charges and expenses must be considered carefully before investing. The prospectus contains this and other important information about the Fund and may be obtained by calling (866) 383-6468. Please read it carefully before investing.

 

The Fund is distributed by Northern Lights Distributors, LLC, Member FINRA/SIPC.

 

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Investment Results (Unaudited) (continued)

 

Comparison of the Growth of a $10,000 Investment in the Ballast Small/Mid Cap ETF — NAV,
Ballast Small/Mid Cap ETF — Market and the Russell 2500 Value Index (Unaudited)

 

 

This graph shows the value of a hypothetical initial investment of $10,000 made on December 2, 2020 (commencement of operations) for the Fund and held through September 30, 2022. The Russell 2500 Value is a widely recognized unmanaged market-cap-weighted index that includes the smallest 2,500 companies covered in the broad-based Russell 3000 sphere of U.S. based listed equities and range of securities than is found in the Fund’s portfolio. Individuals cannot invest directly in an index; however, an individual may invest in exchange traded funds or other investment vehicles that attempt to track the performance of a benchmark index. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE OR PREDICT FUTURE RESULTS. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment returns and principal values will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.

 

Current performance may be lower or higher than the performance data quoted. For more information on the Fund, and to obtain performance data current to the most recent month-end, or to request a prospectus, please call (866) 383-6468. You should carefully consider the investment objectives, risks, charges and expenses of the Fund before investing. The Fund’s prospectus contains this and other information about the Fund and should be read carefully before investing.

 

The Fund is distributed by Northern Lights Distributors, LLC, Member FINRA/SIPC.

 

5

 

 

Fund Holdings (Unaudited)

September 30, 2022

 

Ballast Small/Mid Cap ETF
Holdings as of September 30, 2022.*

 

 

 

* As a percentage of net assets.

 

The Fund seeks to generate positive risk adjusted returns as its investment objective.

 

Portfolio holdings are subject to change.

 

Availability of Portfolio Schedule (Unaudited)

 

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the SEC’s website at http:// www.sec.gov or on the Fund’s website at https://etf.mgmtetf.com/.

 

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Ballast Small/Mid Cap ETF

Schedule of Investments

September 30, 2022

 

    Shares     Fair Value  
COMMON STOCKS — 99.58%                
                 
Communications — 4.51%                
Criteo S.A. - ADR(a)     58,236     $ 1,574,120  
IAC/InterActiveCorp.(a)     5,309       294,012  
TripAdvisor, Inc.(a)     36,675       809,784  
            2,677,916  
Consumer Discretionary — 13.40%                
American Eagle Outfitters, Inc.     70,087       681,947  
America’s Car-Mart, Inc.(a)     19,328       1,179,395  
BorgWarner, Inc.     36,900       1,158,660  
Cavco Industries, Inc.(a)     4,248       874,068  
Global Business Travel Group Inc.(a)     118,908       673,019  
Polished.com, Inc.(a)     1,054,943       548,781  
PulteGroup, Inc.     34,871       1,307,663  
Wayside Technology Group, Inc.     57,401       1,542,939  
            7,966,472  
Energy — 11.36%                
CNX Resources Corp.(a)     59,731       927,622  
Evolution Petroleum Corp.     114,625       797,790  
Green Plains, Inc.(a)     72,079       2,095,337  
Solaris Oilfield Infrastructure, Inc., Class A     193,522       1,811,366  
Texas Pacific Land Corp.     631       1,121,432  
            6,753,547  
Financials — 17.50%                
Capital Bancorp, Inc.     80,170       1,851,926  
Everest Re Group Ltd.     4,114       1,079,678  
Federal Agricultural Mortgage Corp., Class C     14,831       1,470,345  
First Citizens BancShares, Inc., Class A     1,938       1,545,419  
First Financial Bancorp     58,798       1,239,462  
International General Insurance Holdings Ltd.     167,015       1,235,911  
International Money Express, Inc.(a)     27,900       635,841  
MGIC Investment Corp.     105,169       1,348,267  
            10,406,849  
Health Care — 2.93%                
Bausch + Lomb Corp.(a)     82,000       1,257,880  
iRadimed Corp.     16,057       482,673  
            1,740,553  
Industrials — 11.30%                
AZZ, Inc.     35,971       1,313,301  
Eagle Bulk Shipping, Inc.     27,181       1,173,676  
Eastern Co. (The)     58,843       1,020,926  
Landstar System, Inc.     9,682       1,397,790  
Lennox International, Inc.     4,342       966,833  
XPO Logistics, Inc.(a)     18,959       844,055  
            6,716,581  
Materials — 17.37%                
Bioceres Crop Solutions Corp.(a)     50,408       656,312  
CONSOL Energy, Inc.     9,960       640,627  
Eagle Materials, Inc.     12,200       1,307,596  

 

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

 

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Ballast Small/Mid Cap ETF

Schedule of Investments (continued)

September 30, 2022

 

    Shares     Fair Value  
COMMON STOCKS — 99.58% (continued)                
                 
Materials — 17.37% (continued)                
Huntsman Corp.     53,587   $ 1,315,025  
Natural Resource Partners, L.P.     33,897       1,499,942  
Northern Technologies International Corp.     139,423       1,855,720  
Perimeter Solutions S.A.(a)     75,000       600,750  
UFP Technologies, Inc.(a)     28,518       2,447,985  
            10,323,957  
Real Estate — 3.85%                
EPR Properties     28,694       1,028,967  
Lamar Advertising Co., Class A     15,234       1,256,653  
            2,285,620  
Technology — 15.01%                
Amdocs Ltd.     19,367       1,538,709  
Avid Technology, Inc.(a)     19,792       460,362  
Cass Information Systems, Inc.     44,254       1,535,171  
Extreme Networks, Inc.(a)     48,607       635,293  
F5, Inc.(a)     7,294       1,055,661  
Lumentum Holdings, Inc.(a)     8,502       582,982  
Rimini Street, Inc.(a)     291,699       1,359,317  
Teradata Corp.(a)     56,561       1,756,785  
            8,924,280  
Utilities — 2.35%                
NRG Energy, Inc.     36,465       1,395,516  
                 
Total Investments — 99.58% (Cost $70,085,150)             59,191,291  
Other Assets in Excess of Liabilities — 0.42%             249,920  
NET ASSETS — 100.00%           $ 59,441,211  

 

(a) Non-income producing security.

 

ADR American Depositary Receipt.

 

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

 

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Ballast Small/Mid Cap ETF

Statement of Assets and Liabilities

September 30, 2022

 

Assets      
Investments in securities, at fair value (cost $70,085,150)   $ 59,191,291  
Cash     267,175  
Dividends receivable     23,894  
Receivable from broker     37,766  
Prepaid expenses     2,321  
Total Assets     59,522,447  
Liabilities        
Payable to Adviser, net of waiver     38,198  
Payable to affiliates     8,733  
Payable to audit and tax     19,950  
Other accrued expenses     14,355  
Total Liabilities     81,236  
Net Assets   $ 59,441,211  
Net Assets consist of:        
Paid-in capital   $ 74,396,052  
Accumulated deficit     (14,954,841 )
Net Assets   $ 59,441,211  
Shares outstanding (unlimited number of shares authorized, no par value)     2,050,000  
Net asset value per share   $ 29.00  

 

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

 

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Ballast Small/Mid Cap ETF

Statement of Operations

For the year ended September 30, 2022

 

Investment Income      
Dividend income   $ 1,146,394  
Total investment income     1,146,394  
Expenses        
Adviser     518,275  
Administration     63,750  
Custodian     31,734  
Legal     22,052  
Compliance services     20,001  
Audit and tax     19,950  
Trustee     15,461  
Transfer agent     10,541  
Report printing     8,006  
Insurance     3,453  
Pricing     1,111  
Miscellaneous     33,444  
Total expenses     747,778  
Fees waived by Adviser     (147,001 )
Net operating expenses     600,777  
Net investment income     545,617  
Net Realized and Change in Unrealized Gain (Loss) on Investments        
Net realized gain (loss) on:        
Investment securities     (1,565,196 )
Change in unrealized depreciation on:        
Investment securities     (12,145,398 )
Net realized and unrealized gain (loss) on investment securities     (13,710,594 )
Net decrease in net assets resulting from operations   $ (13,164,977 )

 

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

 

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Ballast Small/Mid Cap ETF

Statements of Changes in Net Assets

 

    For the     For the  
    Year Ended     Period Ended  
    September 30,     September 30,  
    2022     2021(a)  
Increase (Decrease) in Net Assets due to:                
Operations                
Net investment income   $ 545,617     $ 16,064  
Net realized gain (loss) on investment securities     (1,565,196 )     1,510,463  
Change in unrealized appreciation (depreciation) on investment securities     (12,145,398 )     1,251,539  
Net increase (decrease) in net assets resulting from operations     (13,164,977 )     2,778,066  
Distributions to Shareholders from:                
Earnings     (120,500 )     -  
Total distributions     (120,500 )     -  
Capital Transactions                
Proceeds from shares sold     48,030,316       40,101,662  
Amount paid for shares redeemed     (12,811,113 )     (5,372,243 )
Net increase in net assets resulting from capital transactions     35,219,203       34,729,419  
Total Increase in Net Assets     21,933,726       37,507,485  
Net Assets                
Beginning of year   $ 37,507,485     $ -  
End of year   $ 59,441,211     $ 37,507,485  
Share Transactions                
Shares sold     1,375,000       1,200,000  
Shares redeemed     (375,000 )     (150,000 )
Net increase in shares outstanding     1,000,000       1,050,000  

 

(a) For the period December 2, 2020 (commencement of operations) to September 30, 2021.

 

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

 

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Ballast Small/Mid Cap ETF

Financial Highlights

(For a share outstanding during each period)

 

    For the     For the  
    Year Ended     Period Ended  
    September 30,     September 30,  
    2022     2021(a)  
Selected Per Share Data:            
Net asset value, beginning of period   $ 35.72     $ 25.00  
Investment operations:                
Net investment income     0.30       0.02  
Net realized and unrealized gain (loss) on investments     (6.92 )     10.70  
Total from investment operations     (6.62 )     10.72  
                 
Less distributions to shareholders from:                
Net investment income     (0.10 )     -  
Total distributions     (0.10 )     -  
                 
Net asset value, end of period   $ 29.00     $ 35.72  
Market price, end of period   $ 29.05     $ 35.80  
Total Return(b)     (18.60 )%     42.88 (c) 
Ratios and Supplemental Data:                
Net assets, end of period (000 omitted)   $ 59,441     $ 37,507  
Ratio of net expenses to average net assets     1.10 %     1.10 (d) 
Ratio of expenses to average net assets before waiver and reimbursement     1.37 %     2.08 (d) 
Ratio of net investment income to average net assets     1.00 %     0.10 (d) 
Portfolio turnover rate(e)     29 %     8 (c) 
                 

 

(a) For the period December 2, 2020 (commencement of operations) to September 30, 2021.

 

(b) Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of the period. Distributions are assumed, for the purpose of this calculation, to be reinvested at the ex-dividend date net asset value per share on their respective payment dates.

 

(c) Not annualized.

 

(d) Annualized.

 

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

 

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

 

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Ballast Small/Mid Cap ETF

Notes to the Financial Statements

September 30, 2022

 

NOTE 1. ORGANIZATION

 

Ballast Small/Mid Cap ETF (the “Fund”) was organized as a diversified series of Unified Series Trust (the “Trust”) on November 18, 2020, and is registered under the Investment Company Act of 1940, as amended (“1940 Act”). The Trust is an open-end investment company established under the laws of Ohio by an Agreement and Declaration of Trust dated October 14, 2002, as amended (the “Trust Agreement”). The Trust Agreement permits the Board of Trustees of the Trust (the “Board”) to issue an unlimited number of shares of beneficial interest of separate series. The Fund is one of a series of funds currently authorized by the Board. The Fund’s investment adviser is Ballast Asset Management, LP (the “Adviser”). The Fund seeks to generate positive risk adjusted returns as its investment objective.

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

 

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

 

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

 

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

 

As of and during the fiscal year ended September 30, 2022, the Fund did not have any liabilities for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations when incurred. During the year, the Fund did not incur any interest or penalties. Management of the Fund has reviewed tax positions taken in tax years that remain subject

 

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Ballast Small/Mid Cap ETF

Notes to the Financial Statements (continued)

September 30, 2022

 

to examination by all major tax jurisdictions, including federal (i.e., the previous three years tax year ends and the interim tax period since then, as applicable) and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements and does not expect this to change over the next twelve months.

 

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

 

Security Transactions and Related Income – The Fund follows industry practice and records security transactions on the trade date for financial reporting purposes. The specific identification method is used for determining gains or losses for financial statements and income tax purposes. Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. Distributions received from investments in real estate investment trusts (“REITs”) that represent a return of capital or capital gain are recorded as a reduction of the cost of investment or as a realized gain, respectively. The calendar year-end amounts of ordinary income, capital gains, and return of capital included in distributions received from the Fund’s investments in REITs are reported to the Fund after the end of the calendar year; accordingly, the Fund estimates these amounts for accounting purposes until the characterization of REIT distributions is reported. Estimates are based on the most recent REIT distributions information available. Withholding taxes on foreign dividends and related reclaims have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

 

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

 

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Ballast Small/Mid Cap ETF

Notes to the Financial Statements (continued)

September 30, 2022

 

For the fiscal year ended September 30, 2022, the Fund made the following reclassifications to increase (decrease) the components of net assets:

 

      Accumulated  
  Paid-In Capital   Earnings (Deficit)  
  $2,816,158   $(2,816,158)  

 

NOTE 3. SECURITIES VALUATION AND FAIR VALUE MEASUREMENTS

 

The Fund values its portfolio securities at fair value as of the close of regular trading on the New York Stock Exchange (“NYSE”) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open for business. Fair value is defined as the price that the Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. GAAP establishes a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes.

 

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

 

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

 

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

 

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

 

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

 

15

 

 

Ballast Small/Mid Cap ETF

Notes to the Financial Statements (continued)

September 30, 2022

 

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

 

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

 

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

 

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

 

    Valuation Inputs        
Assets   Level 1     Level 2     Level 3     Total  
Common Stocks(a)   $ 59,191,291     $ -     $ -     $ 59,191,291  
Total   $ 59,191,291     $ -     $ -     $ 59,191,291  

 

(a) Refer to Schedule of Investments for sector classifications.

 

16

 

 

Ballast Small/Mid Cap ETF

Notes to the Financial Statements (continued)

September 30, 2022

 

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

 

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

 

The Adviser, under the terms of the management agreement with the Trust with respect to the Fund (the “Agreement”), manages the Fund’s investments. As compensation for its management services, the Fund is obligated to pay the Adviser a fee computed and accrued daily and paid monthly at an annual rate of 0.95% of the Fund’s average daily net assets. For the fiscal year ended September 30, 2022, before the waiver described below, the Adviser earned a management fee of $518,275 from the Fund.

 

The Adviser has contractually agreed to waive its management fee and/or reimburse expenses through January 31, 2024 so that total annual operating expenses (excluding portfolio transaction and other investment-related costs (including brokerage fees and commissions); taxes; borrowing costs (such as interest and dividend expenses on securities sold short); acquired fund fees and expenses; fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); any administrative and/or shareholder servicing fees payable pursuant to a plan adopted by the Board of Trustees; expenses incurred in connection with any merger or reorganization; extraordinary expenses (such as litigation expenses, indemnification of Trust officers and Trustees and contractual indemnification of Fund service providers); and other expenses that the Trustees agree have not been incurred in the ordinary course of the Fund’s business) do not exceed 1.10% of the Fund’s average daily net assets. For the fiscal year ended September 30, 2022, the Adviser waived fees and reimbursed Fund expenses of $147,001. At September 30, 2022, the Fund owed the Adviser $38,198.

 

Each fee waiver/expense payment by the Adviser is subject to recoupment by the Adviser from the Fund in the three years following the date in which that particular waiver/expense payment occurred, but only if such recoupment can be achieved without exceeding the annual expense limitation in effect at the time of the waiver/expense payment and any expense limitation in effect at the time of the recoupment. As of September 30, 2022 the Adviser may seek repayment of management fees waived and expense reimbursements pursuant to the aforementioned conditions, from the Fund no later than the dates stated below:

 

Recoverable Through        
September 30, 2024   $ 165,632  

 

17

 

 

Ballast Small/Mid Cap ETF

Notes to the Financial Statements (continued)

September 30, 2022

 

Recoverable Through        
September 30, 2025     147,001  

 

Ultimus Fund Solutions, LLC (“Ultimus”) provides administration and fund accounting services to the Fund. The Fund pays Ultimus fees in accordance with the agreements for such services.

 

Northern Lights Compliance Services, LLC (“NLCS”), an affiliate of Ultimus, provides a Chief Compliance Officer to the Trust, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Trust. Under the terms of such agreement, NLCS receives fees from the Fund, which are approved annually by the Board.

 

Under the terms of a Distribution Agreement with the Trust, Northern Lights Distributors, LLC (the “Distributor”) serves as principal underwriter to the Fund. The Distributor is an affiliate of Ultimus. The Distributor is compensated by the Adviser (not the Fund) for acting as principal underwriter.

 

Certain officers and a Trustee of the Trust are also employees of Ultimus and such persons are not paid by the Fund for serving in such capacities.

 

The Board supervises the business activities of the Trust. Each Trustee serves as a trustee until termination of the Trust unless the Trustee dies, resigns, retires, or is removed. The Chairman of the Board and more than 75% of the Trustees are “Independent Trustees,” which means that they are not “interested persons” as defined in the 1940 Act. The Independent Trustees review and establish compensation at least annually. Each Independent Trustee of the Trust receives annual compensation, which is an established amount paid quarterly per fund in the Trust at the time of the regular quarterly Board meetings. The Chairman of the Board receives the highest compensation, commensurate with his additional duties and each Chair of a committee receives additional compensation as well. Independent Trustees also receive $1,000 for attending any special meeting that requires an in-person approval of a contract and $250 for the first hour and $200 for each additional hour for attending other special meetings. In addition, the Trust reimburses Independent Trustees for out-of-pocket expenses incurred in conjunction with attendance at meetings.

 

NOTE 5. INVESTMENT TRANSACTIONS

 

For the fiscal year ended September 30, 2022, purchases and sales of investment securities, other than short-term investments, were $18,821,103 and $15,120,862, respectively.

 

For the fiscal year ended September 30, 2022, purchases and sales for in-kind transactions were $46,416,872 and $13,320,969, respectively.

 

18

 

 

Ballast Small/Mid Cap ETF

Notes to the Financial Statements (continued)

September 30, 2022

 

For the fiscal year ended September 30, 2022, the Fund had in-kind net realized gains of $2,813,861.

 

There were no purchases or sales of long-term U.S. government obligations during the fiscal year ended September 30, 2022.

 

NOTE 6. 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 or transactions done through an Authorized Participant are permitted to purchase or redeem Creation Units from the Fund. An Authorized Participant 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 Authorized Participant, or as a result of other market circumstances. In addition, the Fund may impose transaction fees on purchases and redemptions of Fund shares to cover the custodial and other costs incurred by the Fund in effecting trades. A fixed fee payable to the Custodian may be imposed on each creation and redemption transaction regardless of the number of Creation Units involved in the transaction (“Fixed Fee”). Purchases and redemptions of Creation Units for cash or involving cash-in-lieu are required to pay an additional variable charge to compensate the Fund and its ongoing shareholders for brokerage and market impact expenses relating to Creation Unit transactions (“Variable Charge,” and together with the Fixed Fee, the “Transaction Fees”). Transactions in capital shares for the Fund are disclosed in the Statement of Changes in Net Assets. For the fiscal year ended September 30, 2022, the Fund received $12,600 and $0 in fixed fees and variable fees, respectively. The Transaction Fees for the Fund are listed in the table below:

 

  Fixed Fee   Variable Charge  
  $350   2.00%*  

 

* The maximum Transaction Fee may be up to 2.00% of the amount invested.

 

19

 

 

Ballast Small/Mid Cap ETF

Notes to the Financial Statements (continued)

September 30, 2022

 

NOTE 7. FEDERAL TAX INFORMATION

 

At September 30, 2022, the net unrealized appreciation (depreciation) and tax cost of investments for tax purposes was as follows:

 

Gross unrealized appreciation   $ 1,557,178  
Gross unrealized depreciation     (12,430,303 )
Net unrealized depreciation on investments   $ (10,873,125 )
Tax cost of investments   $ 70,064,416  

 

The tax character of distributions paid for the fiscal years ended September 30, 2022 and September 30, 2021 were as follows:

 

  2022     2021  
Distributions paid from:            
Ordinary income(a)   $ 120,500     $ -  
Total distributions paid   $ 120,500     $ -  

 

(a) Short-term capital gain distributions are treated as ordinary income for tax purposes.

 

At September 30, 2022, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Undistributed ordinary income   $ 395,832  
Accumulated capital and other losses     (4,477,548 )
Unrealized depreciation on investments     (10,873,125 )
Total accumulated deficits   $ (14,954,841 )

 

At September 30, 2022, the difference between book basis and tax basis unrealized appreciation (depreciation) is primarily attributable to the tax deferral of losses on wash sales and partnership basis adjustments.

 

As of September 30, 2022, the Fund had short-term and long-term capital loss carryforwards available to offset future gains and not subject to expiration in the amount of $3,674,008 and $803,539, respectively.

 

NOTE 8. COMMITMENTS AND CONTINGENCIES

 

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

 

20

 

 

Ballast Small/Mid Cap ETF

Notes to the Financial Statements (continued)

September 30, 2022

 

NOTE 9. SUBSEQUENT EVENTS

 

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

 

21

 

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Ballast Small/Mid Cap ETF and

Board of Trustees of Unified Series Trust

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Ballast Small/Mid Cap ETF (the “Fund”), a series of Unified Series Trust, as of September 30, 2022, the related statements of operations for the year then ended, the statements of changes in net assets, the related notes, and the financial highlights for each of the two periods in the period then ended (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 September 30, 2022, the results of its operations for the year then ended, and the changes in net assets and the financial highlights for each of the periods in the period then ended, 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 laws 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

 

Our audits included performing procedures to assess the risks 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 September 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.

 

We have served as the Fund’s auditor since 2021.

 

COHEN & COMPANY, LTD.

Chicago, Illinois

November 23, 2022

 

22

 

 

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 1940 Act. 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 Board approved the appointment of the Liquidity Administrator Committee, comprising certain Trust officers and employees of the Adviser. The Liquidity Administrator Committee maintains Program oversight and reports to the Board on at least an annual basis regarding the Program’s operational effectiveness through a written report (the “Report”). The most recent Report, which was presented to the Board for consideration at its meeting held on August 16, 2022, outlined the operation of the Program and the adequacy and effectiveness of the Program’s implementation. During the review period, the Fund did not experience unusual stress or disruption to their 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 has been effectively implemented.

 

23

 

 

Summary of Fund Expenses (Unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. You may pay brokerage commissions on purchases and sales of exchange-traded fund shares, which are not reflected in the example. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from April 1, 2022 through September 30, 2022.

 

Actual Expenses

 

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

 

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

 

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

 

    Beginning
Account Value
  Ending
Account Value
  Expenses
Paid
  Annualized  
    April 1,   September 30,   During   Expense  
    2022   2022   Period(a)   Ratio  
Actual   $1,000.00   $826.90   $5.04   1.10%  
Hypothetical(b)   $1,000.00   $1,019.55   $5.57   1.10%  

 

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

 

(b) Hypothetical assumes 5% annual return before expenses.

 

24

 

 

Shareholder Voting Results (Unaudited)

 

At a Special Shareholder Meeting at which a quorum was present, held on September 6, 2022, Fund shareholders of record as of the close of business on July 5, 2022 voted to approve the following proposal:

 

Proposal 1: To elect the following individuals to serve on the Board of Trustees of the Trust:

 

Freddie Jacobs Jr.

Catharine Barrow McGauley

Kenneth G.Y. Grant

Daniel J. Condon

Gary A. Hippenstiel

Stephen A. Little

Ronald C. Tritschler

David R. Carson

 

Fund   Shares Voted
in Favor*
  Shares Voted
Against or Abstain*
  Shares Needed
to Approve*
 
Ballast Small/Mid Cap ETF   1,241,018   5,714   Plurality  
    (99.54%)   (0.46%)   (greater than 50%)  

 

* as a percentage of the total voting securities of the Fund voted at the meeting at which a quorum was present.

 

25

 

 

Additional Federal Income Tax Information (Unaudited)

 

The Form 1099-DIV you receive in January 2023 will show the tax status of all distributions paid to your account in calendar year 2022. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.

 

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

 

Qualified Business Income. The Fund designates approximately 0% of its ordinary income dividends, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified business income.

 

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s calendar year 2022 ordinary income dividends, 100% qualifies for the corporate dividends received deduction.

 

26

 

 

Trustees and Officers (Unaudited)

 

GENERAL QUALIFICATIONS. The Board supervises the business activities of the Trust. Each Trustee serves as a trustee until termination of the Trust unless the Trustee dies, resigns, retires, or is removed. The Chairman of the Board and more than 75% of the Trustees are “Independent Trustees,” which means that they are not “interested persons” (as defined in the 1940 Act) of the Trust or any adviser, sub-adviser or distributor of the Trust.

 

The following table provides information regarding the Independent Trustees.

 

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

Daniel J. Condon (1950)
Chairman, May 2022 to present; Chairman of the Audit Committee;
Chairman of the Governance & Nominating Committee, May 2020 to May 2022; Independent Trustee, December 2002 to present

  Current: Retired (2017 – present); Trustee, Peak Income Plus Fund (2022 – present).

Kenneth G.Y. Grant (1949)

Chairman of the Governance & Nominating Committee, May 2022 to present; Chairman, January 2017 to May 2022; Independent Trustee, May 2008 to present

 

Current: Director, Standpoint Multi-Asset (Cayman) Fund, Ltd. (2019 – present); Director, Advisors Charitable Gift Fund (2020 – present), a Donor Advised Fund; Trustee, Peak Income Plus Fund (2022 – present).

 

Previous: EVP, Benefit Plans Administrative Services, Inc., provider of retirement benefit plans administration (2019 – 2020); Director, Northeast Retirement Services (NRS) LLC, a transfer agent and fund administrator; and Director, Global Trust Company (GTC), a non-depository trust company sponsoring private investment product (2003 – 2019); EVP, NRS (2003 – 2019); GTC, EVP (2008 – 2019); EVP, Savings Banks Retirement Association (2003 – 2019), provider of qualified retirement benefit plans.

Gary E. Hippenstiel (1947)
Chairman of the Pricing & Liquidity Committee; Independent Trustee, December 2002 to November 15, 2022

  Current: President and founder of Hippenstiel Investment Counsel LLC (“Hippenstiel”) since 2008. Hippenstiel was registered as an investment adviser from 2008 to December 31, 2019.

Stephen A. Little (1946)
Independent Trustee, December 2002 to November 15, 2022; Chairman, December 2004 to December 2016

 

Current: President and founder of The Rose, Inc., a registered investment adviser, since 1993.

 

27

 

 

Trustees and Officers (Unaudited) (continued)

 

Ronald C. Tritschler (1952)

Chairman of the Audit Comittee, May 2022 to present;
Independent Trustee, January 2007 to present;
Interested Trustee, December 2002 to December 2006

 

Current: Chief Executive Officer, Director and Legal Counsel of The Webb Companies, a national real estate company, since 2001; Director, Standpoint Multi-Asset (Cayman) Fund, Ltd. (2020 – present); Director of First State Bank of the Southeast (2000 – present);Trustee, Peak Income Plus Fund (2022 – present).

Catharine B. McGauley (1977)

Independent Trustee, September 2022 to present

 

Current: Lead Portfolio Manager of Atlantic Charter Insurance, a workers’ compensation insurer, (2010 – present); Investment Advisor for a Family Office (2015 – present); Senior Analyst/Advisor for a Boston real estate company and related family (2010 – present); Trustee, Peak Income Plus Fund (2022 – present).

Freddie Jacobs, Jr. (1970)

Independent Trustee, September 2022 to present

 

Current: Chief Operating Officer and Chief Risk Officer Northeast Retirement Services (NRS) LLC, and its subsidiary Director, Global Trust Company (GTC), NRS is a transfer agent and fund administrator, GTC is a non-depository trust company sponsoring private investment product (2021 – present); Trustee of Buckingham Browne & Nichols (BBN) (2018 – present); Member of the Finance Committee, BBN (2020 – present); Chairman Board of Directors of Crispus Attucks Fund (2020 – present); Board Member and Treasurer of New England Tennis Association (2017 – present); Board Member of Camp Harbor View (2020 – present); Trustee, Peak Income Plus Fund (2022 – present).

 

Previous: SVP, Senior Risk Officer NRS (2013 – 2021).

 

* The address for each Trustee is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

 

** As of the date of this report, the Trust consists of 31 series.

 

The following table provides information regarding the Interested Trustees and Officers of the Trust.

 

Name, Address*, (Year of Birth),
Position with Trust,
Term of Position with Trust

 

Principal Occupation During
Past 5 Years and Other Directorships

David R. Carson (1958)

President, January 2016 to August 2021; Interested Trustee, August 2020 to present

 

Current: Senior Vice President Client Strategies of Ultimus Fund Solutions, LLC, since 2013; Interested Trustee of Ultimus Managers Trust, since 2020; Trustee, Peak Income Plus Fund (2022 – present).

 

28

 

 

Trustees and Officers (Unaudited) (continued)

 

Martin R. Dean (1963)

President, August 2021 to present; Vice President, November 2020 to August 2021; Chief Compliance Officer, April 2021 to August 2021; Assistant Chief Compliance Officer, January 2016 to April 2021

 

Current: Senior Vice President, Head of Fund Compliance of Ultimus Fund Solutions, LLC, since 2016.

Zachary P. Richmond (1980)

Treasurer and Chief Financial Officer, November 2014 to present

 

Current: Vice President, Director of Financial Administration for Ultimus Fund Solutions, LLC, since 2015.

Gweneth K. Gosselink (1955)

Chief Compliance Officer, August 2021 to present

 

Current: Assistant Vice President, Senior Compliance Officer of Ultimus Fund Solutions, LLC, since 2019.

 

Previous: Chief Operating Officer & CCO at Miles Capital, Inc. (2013 – 2019).

Elisabeth Dahl (1962)

Secretary, May 2017 to present;
Assistant Secretary, March 2016 to May 2017

 

Current: Attorney, Ultimus Fund Solutions, LLC since March 2016.

Stephen Preston (1966)

AML Compliance Officer, May 2017 to present

 

Current: Vice President and Chief Compliance Officer, Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC, since 2011.

Lynn E. Wood (1946)

Assistant Chief Compliance Officer, April 2021 to present; Chief Compliance Officer, October 2004 to April 2021

 

Current: Managing Member, Buttonwood Compliance Partners, LLC, since 2013.

 

* The address for each Officer is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

 

Other Information (Unaudited)

 

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the trustees and is available without charge, upon request. You may call toll-free at (866) 383-6468 to request a copy of the SAI or to make shareholder inquiries.

 

29

 

 

Proxy Voting

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted those proxies during the most recent twelve month period ended June 30, are available (1) without charge upon request by calling the Fund at (866) 383-6468 and (2) in Fund documents filed with the SEC on the SEC’s website at www.sec.gov.

 

TRUSTEES INDEPENDENT REGISTERED
Daniel J. Condon, Chairman PUBLIC ACCOUNTING FIRM
David R. Carson Cohen & Company, Ltd.
Kenneth G.Y. Grant 151 North Franklin Street, Suite 575
Freddie Jacobs, Jr. Chicago, IL 60606
Catharine B. McGauley  
Ronald C. Tritschler  
   
OFFICERS LEGAL COUNSEL
Martin R. Dean, President Thompson Hine LLP
Gweneth K. Gosselink, 312 Walnut Street, 20th Floor
Chief Compliance Officer Cincinnati, OH 45202
Zachary P. Richmond,  
Treasurer and Chief Financial Officer  
Lynn E. Wood, Assistant Chief  
Compliance Officer  
   
INVESTMENT ADVISER CUSTODIAN
Ballast Asset Management, LP Brown Brothers Harriman & Co.
2301 Cedar Springs Road, Suite 450 50 Post Office Square
Dallas, TX 75201 Boston, MA 02110
   
DISTRIBUTOR ADMINISTRATOR
Northern Lights Distributors, LLC Ultimus Fund Solutions, LLC
4221 North 203rd Street, Suite 100 225 Pictoria Drive, Suite 450
Elkhorn, NE 68022 Cincinnati, OH 45246

 

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

 

Distributed by Northern Lights Distributors, LLC
Member FINRA/SIPC

 

Ballast Small-AR-22

 

30