united
states
securities and exchange commission
washington, d.c. 20549
form n-csr
certified shareholder
report of registered management
investment companies
Investment Company Act file number: 811-21237
Unified Series Trust
(Exact name of registrant as specified in charter)
225 Pictoria Drive, Suite 450
Cincinnati, OH 45246
(Address of principal executive offices)
(Zip code)
Zachary P. Richmond
Ultimus Fund Solutions, LLC
225 Pictoria Drive. Suite 450
Cincinnati, OH 45246
(Name and address of agent for service)
Registrant's telephone number, including area code: 513-587-3400
Date of fiscal year end: November 30
Date of reporting period: May 31,2024
Item 1. Reports to Stockholders.
(a)
Item 2. Code of Ethics.
Not Applicable – disclosed with annual report
Item 3. Audit Committee Financial Expert.
Not Applicable – disclosed with annual report
Item 4. Principal Accountant Fees and Services.
Not Applicable – disclosed with annual report
Item 5. Audit Committee of Listed Registrants.
Not Applicable – disclosed with annual report
Item 6. Investments.
The Registrant’s schedule of investments in unaffiliated issuers is included in the Financial Statements under Item 7 of this form.
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
(a)
Auer Growth Fund
Financial Statements
May 31, 2024
Fund Adviser:
SBAuer Funds, LLC
8801 River Crossing Blvd, Suite 100
Indianapolis, IN 46240
Toll Free (888) 711-AUER (2837)
www.sbauerfunds.com
Auer Growth Fund
Schedule of Investments
May 31, 2024 (Unaudited)
COMMON STOCKS — 83.54% | Shares | Fair Value | ||||||
Communication Services — 1.87% | ||||||||
Gravity Co. Ltd. - ADR(a) | 15,500 | $ | 1,168,700 | |||||
Consumer Discretionary — 8.62% | ||||||||
Century Communities, Inc. | 7,500 | 633,075 | ||||||
Crown Crafts, Inc. ARS | 46,000 | 240,120 | ||||||
Forestar Group, Inc.(a) | 34,000 | 1,156,340 | ||||||
General Motors Co. | 28,000 | 1,259,720 | ||||||
GigaCloud Technology Inc.(a) | 18,000 | 560,520 | ||||||
LGI Homes, Inc.(a) | 9,000 | 864,000 | ||||||
Sadot Group, Inc.(a) | 300,000 | 87,600 | ||||||
TRI Pointe Group, Inc.(a) | 15,500 | 600,315 | ||||||
5,401,690 | ||||||||
Consumer Staples — 0.45% | ||||||||
United-Guardian Inc. | 30,000 | 279,600 | ||||||
Energy — 17.20% | ||||||||
Borr Drilling Ltd.(a) | 75,000 | 516,750 | ||||||
CNX Resources Corp.(a) | 25,000 | 657,500 | ||||||
First Solar, Inc.(a) | 7,500 | 2,038,200 | ||||||
Hallador Energy Co.(a) | 53,000 | 475,410 | ||||||
Obsidian Energy Ltd.(a) | 70,000 | 537,600 | ||||||
Peabody Energy Corp. | 22,000 | 545,160 | ||||||
Precision Drilling Corp.(a) | 17,000 | 1,267,520 | ||||||
PrimeEnergy Resources Corp.(a) | 3,000 | 342,000 | ||||||
Ring Energy, Inc.(a) | 400,000 | 716,000 | ||||||
Seadrill Ltd.(a) | 11,000 | 570,570 | ||||||
Tidewater, Inc.(a) | 16,000 | 1,653,280 | ||||||
VAALCO Energy, Inc. | 120,000 | 765,600 | ||||||
Valaris Ltd.(a) | 9,000 | 696,600 | ||||||
10,782,190 | ||||||||
Financials — 18.53% | ||||||||
AG Mortgage Investment Trust, Inc. | 45,000 | 306,900 | ||||||
Banco Latinoamericano de Comercio Exterior, S.A., Class E | 15,500 | 465,155 | ||||||
CNO Financial Group, Inc. | 11,000 | 315,590 | ||||||
Cohen & Co., Inc. | 35,000 | 356,300 | ||||||
Enstar Group Ltd.(a) | 1,800 | 563,652 | ||||||
Fidelis Insurance Holdings Ltd. | 43,000 | 712,940 | ||||||
First Bank | 24,000 | 292,080 | ||||||
Flushing Financial Corp. | 25,000 | 318,000 | ||||||
Goldman Sachs Group, Inc. (The) | 1,400 | 639,128 | ||||||
Greenlight Capital Re, Ltd., Class A(a) | 46,000 | 611,340 | ||||||
Hamilton Insurance Group Ltd.(a) | 45,000 | 776,250 | ||||||
Hannon Armstrong Sustainable Infrastructure Capital, Inc. | 20,000 | 665,800 | ||||||
HomeTrust Bancshares, Inc. | 10,000 | 276,100 | ||||||
Jefferies Financial Group, Inc. | 13,500 | 628,020 | ||||||
Lument Finance Trust Inc. | 57,000 | 142,500 |
See accompanying notes which are an integral part of these financial statements. | 1 |
Auer Growth Fund
Schedule of Investments (continued)
May 31, 2024 (Unaudited)
COMMON STOCKS — 83.54% - (continued) | Shares | Fair Value | ||||||
Financials — 18.53% - (continued) | ||||||||
Merchants Bancorp | 7,000 | $ | 280,350 | |||||
Metropolitan Bank Holding Corp.(a) | 5,000 | 210,250 | ||||||
Mr. Cooper Group, Inc.(a) | 3,700 | 308,580 | ||||||
MVB Financial Corp. | 12,000 | 224,760 | ||||||
Northeast Community Bancorp, Inc. | 17,000 | 290,020 | ||||||
OptimumBank Holdings, Inc.(a) | 67,000 | 301,500 | ||||||
Primis Financial Corp. | 22,500 | 236,025 | ||||||
RenaissanceRe Holdings Ltd. | 5,200 | 1,184,872 | ||||||
Siebert Financial Corp.(a) | 60,000 | 133,200 | ||||||
Velocity Financial, Inc.(a) | 16,000 | 296,000 | ||||||
VersaBank | 47,000 | 456,370 | ||||||
White Mountains Insurance Group Ltd. | 350 | 632,450 | ||||||
11,624,132 | ||||||||
Health Care — 9.50% | ||||||||
Alkermes PLC(a) | 35,000 | 819,000 | ||||||
ANI Pharmaceuticals, Inc.(a) | 19,000 | 1,233,100 | ||||||
Catalyst Pharmaceuticals, Inc.(a) | 67,000 | 1,083,390 | ||||||
DocGo, Inc.(a) | 100,000 | 293,000 | ||||||
Harmony Biosciences Holdings, Inc.(a) | 33,000 | 970,200 | ||||||
Sensus Healthcare, Inc.(a) | 50,000 | 271,000 | ||||||
SIGA Technologies, Inc. | 80,000 | 598,400 | ||||||
United Therapeutics Corp.(a) | 2,500 | 687,825 | ||||||
5,955,915 | ||||||||
Industrials — 15.10% | ||||||||
Acacia Research Corp.(a) | 55,000 | 306,900 | ||||||
Ameresco, Inc., Class A(a) | 30,000 | 1,095,600 | ||||||
Argan, Inc. | 11,500 | 812,245 | ||||||
Costamare, Inc. | 93,000 | 1,488,930 | ||||||
Euroseas Ltd. | 37,500 | 1,428,000 | ||||||
Genco Shipping & Trading Ltd. | 14,000 | 315,280 | ||||||
Golden Ocean Group Ltd.(a) | 45,000 | 647,550 | ||||||
Great Lakes Dredge & Dock Corp.(a) | 64,000 | 585,600 | ||||||
Miller Industries, Inc. | 12,200 | 741,760 | ||||||
Optex Systems Holdings, Inc.(a) | 50,000 | 393,500 | ||||||
Seanergy Maritime Holdings Corp.(a) | 30,000 | 366,000 | ||||||
TAT Technologies Ltd.(a) | 25,000 | 377,625 | ||||||
Titan Machinery, Inc.(a) | 10,000 | 188,200 | ||||||
Willis Lease Finance Corp. | 11,000 | 716,430 | ||||||
9,463,620 | ||||||||
Materials — 8.15% | ||||||||
B2Gold Corp. | 360,000 | 1,008,000 | ||||||
Centerra Gold, Inc. | 90,000 | 620,100 | ||||||
Eldorado Gold Corp.(a) | 52,000 | 840,840 | ||||||
IAMGOLD Corp.(a) | 140,000 | 553,000 |
2 | See accompanying notes which are an integral part of these financial statements. |
Auer Growth Fund
Schedule of Investments (continued)
May 31, 2024 (Unaudited)
COMMON STOCKS — 83.54% - (continued) | Shares | Fair Value | ||||||
Materials — 8.15% - (continued) | ||||||||
MAG Silver Corp.(a) | 26,000 | $ | 347,880 | |||||
Ramaco Resources, Inc. | 33,000 | 466,950 | ||||||
Taseko Mines Ltd.(a) | 150,000 | 414,000 | ||||||
Ternium SA - ADR | 13,500 | 582,930 | ||||||
TRX Gold Corp.(a) | 570,000 | 274,740 | ||||||
5,108,440 | ||||||||
Real Estate — 0.42% | ||||||||
Five Point Holdings LLC(a) | 80,000 | 260,800 | ||||||
Technology — 2.30% | ||||||||
Canadian Solar, Inc.(a) | 15,000 | 294,600 | ||||||
Frequency Electronics, Inc.(a) | 21,000 | 189,000 | ||||||
Gorilla Technology Group Inc.(a) | 100,000 | 599,000 | ||||||
Immersion Corp. | 36,000 | 359,640 | ||||||
1,442,240 | ||||||||
Utilities — 1.40% | ||||||||
Consolidated Water Co. Ltd. | 11,000 | 298,100 | ||||||
Portland General Electric Co. | 13,000 | 579,280 | ||||||
877,380 | ||||||||
Total Common Stocks (Cost $46,506,027) | 52,364,707 | |||||||
MONEY MARKET FUNDS — 16.19% | ||||||||
Fidelity Investments Money Market Government Portfolio, Class I, 5.20%(b) | 10,149,750 | 10,149,750 | ||||||
Total Money Market Funds (Cost $10,149,750) | 10,149,750 | |||||||
Total Investments — 99.73% | ||||||||
(Cost $56,655,777) | 62,514,457 | |||||||
Other Assets in Excess of Liabilities — 0.27% | 166,189 | |||||||
NET ASSETS — 100.00% | $ | 62,680,646 |
(a) | Non-income producing security. |
(b) | Rate disclosed is the seven day effective yield as of May 31, 2024. |
ADR - American Depositary Receipt
See accompanying notes which are an integral part of these financial statements. | 3 |
Auer Growth Fund
Statement of Assets and Liabilities
May 31, 2024 (Unaudited)
Assets | ||||
Investments in securities at fair value (cost $56,655,777) | $ | 62,514,457 | ||
Receivable for fund shares sold | 180,000 | |||
Dividends receivable | 79,190 | |||
Tax reclaims receivable | 6,572 | |||
Prepaid expenses | 12,561 | |||
Total Assets | 62,792,780 | |||
Liabilities | ||||
Payable for fund shares redeemed | 10,963 | |||
Payable to Adviser | 76,374 | |||
Payable to affiliates | 8,511 | |||
Other accrued expenses | 16,286 | |||
Total Liabilities | 112,134 | |||
Net Assets | $ | 62,680,646 | ||
Net Assets consist of: | ||||
Paid-in capital | $ | 50,417,754 | ||
Accumulated earnings | 12,262,892 | |||
Net Assets | $ | 62,680,646 | ||
Shares outstanding (unlimited number of shares authorized, no par value) | 3,749,665 | |||
Net asset value, offering and redemption price per share(a) | $ | 16.72 |
(a) | The Fund charges a 1.00% redemption fee on shares redeemed within 7 days of purchase. |
4 | See accompanying notes which are an integral part of these financial statements. |
Auer Growth Fund
Statement of Operations
For the Six Months ended May 31, 2024 (Unaudited)
Investment Income | ||||
Dividend income (net of foreign taxes withheld of $581) | $ | 637,592 | ||
Total investment income | 637,592 | |||
Expenses | ||||
Adviser | 404,814 | |||
Administration | 26,458 | |||
Fund accounting | 19,407 | |||
Legal | 11,798 | |||
Audit and tax preparation | 10,069 | |||
Transfer agent | 10,046 | |||
Trustee | 8,762 | |||
Registration | 8,745 | |||
Compliance services | 6,001 | |||
Report printing | 5,336 | |||
Custodian | 3,855 | |||
Insurance | 1,387 | |||
Pricing | 1,177 | |||
Miscellaneous | 14,387 | |||
Total expenses | 532,242 | |||
Net investment income | 105,350 | |||
Net Realized and Change in Unrealized Gain (Loss) on Investments | ||||
Net realized gain on investment securities transactions | 6,966,197 | |||
Net realized loss on foreign currency translations | (41 | ) | ||
Net change in unrealized appreciation of investment securities | 2,565,941 | |||
Net change in unrealized appreciation of foreign currency translations | 25 | |||
Net realized and change in unrealized gain on investments | 9,532,122 | |||
Net increase in net assets resulting from operations | 9,637,472 |
See accompanying notes which are an integral part of these financial statements. | 5 |
Auer Growth Fund
Statements of Changes in Net Assets
For the Six Months Ended May 31, 2024 |
For the Year Ended November 30, 2023 |
|||||||
(Unaudited) | ||||||||
Increase (Decrease) in Net Assets due to: | ||||||||
Operations | ||||||||
Net investment income | $ | 105,350 | $ | 313,347 | ||||
Net realized gain on investment securities transactions and foreign currency translations | 6,966,156 | 1,059,257 | ||||||
Net change in unrealized appreciation of investment securities and foreign currency translations | 2,565,966 | 629,969 | ||||||
Net increase in net assets resulting from operations | 9,637,472 | 2,002,573 | ||||||
Distributions From | ||||||||
Earnings | (2,037,992 | ) | (2,139,895 | ) | ||||
Capital Transactions | ||||||||
Proceeds from shares sold | 12,049,272 | 15,218,656 | ||||||
Proceeds from redemption fees(a) | — | 148 | ||||||
Reinvestment of distributions | 1,992,774 | 1,820,710 | ||||||
Amount paid for shares redeemed | (3,290,922 | ) | (13,551,876 | ) | ||||
Net increase in net assets resulting from capital transactions | 10,751,124 | 3,487,638 | ||||||
Total Increase in Net Assets | 18,350,604 | 3,350,316 | ||||||
Net Assets | ||||||||
Beginning of period | 44,330,042 | 40,979,726 | ||||||
End of period | $ | 62,680,646 | $ | 44,330,042 | ||||
Share Transactions | ||||||||
Shares sold | 803,693 | 1,120,240 | ||||||
Shares issued in reinvestment of distributions | 141,031 | 139,625 | ||||||
Shares redeemed | (219,709 | ) | (1,044,284 | ) | ||||
Net increase in shares outstanding | 725,015 | 215,581 |
(a) | The Fund charges a 1.00% redemption fee on shares redeemed within 7 days of purchase. |
6 | See accompanying notes which are an integral part of these financial statements. |
Auer Growth Fund
Financial Highlights
(For a share outstanding during each period)
For the Six | For the Years Ended November 30, | |||||||||||||||||||||||
Months | ||||||||||||||||||||||||
Ended | ||||||||||||||||||||||||
May 31, 2024 | ||||||||||||||||||||||||
(Unaudited) | 2023 | 2022 | 2021 | 2020 | 2019 | |||||||||||||||||||
Selected Per Share Data: | ||||||||||||||||||||||||
Net asset value, beginning of period | $ | 14.66 | $ | 14.59 | $ | 11.30 | $ | 8.10 | $ | 8.12 | $ | 7.85 | ||||||||||||
Income from investment operations: | ||||||||||||||||||||||||
Net investment income (loss) | 0.03 | 0.10 | (0.01 | )(a) | (0.08 | ) | (0.02 | ) | (0.06 | ) | ||||||||||||||
Net realized and unrealized gain | 2.70 | 0.73 | 3.30 | 3.28 | — | (b)(c) | 0.33 | |||||||||||||||||
Total from investment operations | 2.73 | 0.83 | 3.29 | 3.20 | (0.02 | ) | 0.27 | |||||||||||||||||
Net investment income | (0.11 | ) | — | — | — | — | — | |||||||||||||||||
Net realized gains | (0.56 | ) | (0.76 | ) | — | — | — | — | ||||||||||||||||
Total distributions | (0.67 | ) | (0.76 | ) | — | — | — | — | ||||||||||||||||
Paid in capital from redemption fees | — | — | (b) | — | (b) | — | — | — | ||||||||||||||||
Net asset value, end of period | $ | 16.72 | $ | 14.66 | $ | 14.59 | $ | 11.30 | $ | 8.10 | $ | 8.12 | ||||||||||||
Total Return(d) | 19.48 | %(e) | 6.35 | % | 29.12 | % | 39.51 | % | (0.25 | )% | 3.44 | % | ||||||||||||
Ratios and Supplemental Data: | ||||||||||||||||||||||||
Net assets, end of period (000 omitted) | $ | 62,681 | $ | 44,330 | $ | 40,980 | $ | 23,838 | $ | 18,434 | $ | 23,963 | ||||||||||||
Ratio of expenses to average net assets | 1.97 | %(f) | 2.06 | % | 2.20 | % | 2.37 | % | 2.56 | % | 2.31 | % | ||||||||||||
Ratio of net investment income (loss) to average net assets | 0.39 | %(f) | 0.72 | % | (0.05 | )% | (0.76 | )% | (0.09 | )% | (0.64 | )% | ||||||||||||
Portfolio turnover rate | 80 | %(e) | 134 | % | 149 | % | 150 | % | 169 | % | 210 | % |
(a) | Calculation based on the average number of shares outstanding during the period. |
(b) | Rounds to less than $0.005 per share. |
(c) | Realized and unrealized gains and losses in the caption are balancing amounts necessary to reconcile the change in net in net asset value for the period and may not reconcile with the Statement of Operations due to share transactions for the period. |
(d) | Total return represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions. |
(e) | Not annualized. |
(f) | Annualized. |
See accompanying notes which are an integral part of these financial statements. | 7 |
Auer Growth Fund
Notes to the Financial Statements
May 31, 2024 (Unaudited)
NOTE 1. ORGANIZATION
The Auer Growth Fund (the “Fund”) was registered under the Investment Company Act of 1940, as amended (“1940 Act”), as a diversified series of Unified Series Trust (the “Trust”) on September 10, 2007. 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 investment objective of the Fund is long-term capital appreciation. The Fund is one of a series of funds currently authorized by the Board. The Fund’s investment adviser is SBAuer Funds, LLC (the “Adviser”).
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”, including Accounting Standards Update 2013-08. 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”).
Regulatory Update – Tailored Shareholder Reports for Mutual Funds and Exchange- Traded Funds (“ETFs”) – The Securities and Exchange Commission adopted rule and form amendments that have resulted in changes to the design and delivery of shareholder reports of mutual funds and ETFs, requiring them to transmit concise and visually engaging streamlined annual and semi-annual reports to shareholders that highlight key information by July 24, 2024. Other information, including financial statements, will no longer appear in a streamlined shareholder report but must be available online, delivered free of charge upon request, and filed on a semi-annual basis on Form N-CSR.
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.
8
Auer Growth Fund
Notes to the Financial Statements (continued)
May 31, 2024 (Unaudited)
As of and during the six months ended May 31, 2024, 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 six months ended May 31, 2024, the Fund did not incur any interest or penalties. Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the previous three 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 of the Trust 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. Discounts and premiums on securities purchased are accreted or amortized using the effective interest method.
Foreign Currency Translation – The accounting records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars at the current rate of exchange each business day to determine the value of investments, and other assets and liabilities. Purchases and sales of foreign securities, and income and expenses, are translated at the prevailing rate of exchange on the respective date of these transactions. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. These fluctuations are included with the realized and unrealized gain or loss from investments. Net realized gain (loss) on foreign currency translations on the Statement of Operations represents currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. The change in unrealized currency gains (losses) on foreign currency translations for the period is reflected in the Statement of Operations.
9
Auer Growth Fund
Notes to the Financial Statements (continued)
May 31, 2024 (Unaudited)
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.
Redemption Fees – The Fund charges a 1.00% redemption fee for shares redeemed within 7 days of purchase. These fees are deducted from the redemption proceeds otherwise payable to the shareholder. The Fund will retain the fee charged as an increase in paid-in capital and such fees become part of the Fund’s daily NAV calculation.
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.
10
Auer Growth Fund
Notes to the Financial Statements (continued)
May 31, 2024 (Unaudited)
Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.
● Level 1 – unadjusted quoted prices in active markets for identical investments and/or registered investment companies where the value per share is determined and published and is the basis for current transactions for identical assets or liabilities at the valuation date
● Level 2 – other significant observable inputs (including, but not limited to, quoted prices for an identical security in an inactive market, quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)
● Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining fair value of investments based on the best information available)
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy which is reported is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
Equity securities that are traded on any stock exchange are generally valued at the last quoted sale price on the security’s primary exchange. Lacking a last sale price, an exchange-traded security is generally valued at its last bid price. Securities traded in the Nasdaq over-the-counter market are generally valued at the Nasdaq Official Closing Price. When using 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, securities are valued in good faith by the Adviser, as Valuation Designee, under oversight of the Board’s Pricing & Liquidity Committee. The Valuation Designee has adopted written policies and procedures for valuing securities and other assets in circumstances where market quotes are not readily available in conformity with guidelines adopted by the Board. In the event that market quotes are not readily available, and the security or asset cannot be valued pursuant to one of the valuation methods, the value of the security or asset will be determined in good faith by the Valuation Designee pursuant to its policies and procedures. Any fair value provided by the Valuation Designee is subject to the ultimate review of the pricing methodology by the Pricing & Liquidity Committee of the Board on a quarterly basis. Under these policies, the securities will be classified as Level 2 or 3 within the fair value hierarchy, depending on the inputs used.
11
Auer Growth Fund
Notes to the Financial Statements (continued)
May 31, 2024 (Unaudited)
Investments in mutual funds, including money market mutual funds, are generally priced at the ending NAV provided by the service agent of the mutual funds. These securities are categorized as Level 1 securities.
In accordance with the Trust’s valuation policies and fair value determinations pursuant to Rule 2a-5 under the 1940 Act, 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 Valuation Designee may obtain assistance from others in fulfilling its duties. For example, it may seek assistance from pricing services, fund administrators, sub-advisers, accountants, or counsel; it may also consult the Trust’s Fair Value Committee. The Valuation Designee, however, remains responsible for the final fair value determination any may not designate or assign that responsibility to any third party.
12
Auer Growth Fund
Notes to the Financial Statements (continued)
May 31, 2024 (Unaudited)
The following is a summary of the inputs used to value the Fund’s investments as of May 31, 2024:
Valuation Inputs | ||||||||||||||||
Investments | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks(a) | $ | 52,364,707 | $ | — | $ | — | $ | 52,364,707 | ||||||||
Money Market Funds | 10,149,750 | — | — | 10,149,750 | ||||||||||||
Total | $ | 62,514,457 | $ | — | $ | — | $ | 62,514,457 |
(a) | Refer to Schedule of Investments for sector classifications. |
The Fund did not hold any investments during or 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 (the “Agreement”), manages the Fund’s investments. As compensation for its management services, the Fund is obligated to pay the Adviser a management fee computed and accrued daily and paid monthly at an annual rate of 1.50% of the Fund’s average daily net assets. For the six months ended May 31, 2024, the Adviser earned a management fee of $404,814 from the Fund. At May 31, 2024, the Fund owed the Adviser $76,374 for management services.
Ultimus Fund Solutions, LLC (“Ultimus”) provides administration, fund accounting and transfer agent 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, Ultimus Fund Distributors, LLC (the “Distributor”) serves as principal underwriter to the Fund. The Distributor is a wholly-owned subsidiary of Ultimus. The Distributor is compensated by the Adviser (not the Fund) for acting as principal underwriter.
Certain officers 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 Chair 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 Chair 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 additional fees for attending any special meetings. In addition, the Trust reimburses Independent Trustees for out-of-pocket expenses incurred in conjunction with attendance at meetings. Beginning in May 2024, the interested Trustee began receiving the same compensation as the Independent Trustees.
13
Auer Growth Fund
Notes to the Financial Statements (continued)
May 31, 2024 (Unaudited)
The Trust, with respect to the Fund, has adopted a distribution plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund can pay the Distributor, the Adviser and/or other financial institutions or any other person (the “Recipient”) a fee of 0.25% of the average daily net assets of the Fund in connection with the promotion and distribution of the Fund’s shares or the provision of personal services to shareholders, including, but not necessarily limited to, advertising, compensation to underwriters, dealers and selling personnel, the printing and mailing of prospectuses to other than current Fund shareholders, the printing and mailing of sales literature and servicing shareholder accounts (“12b-1 Expenses”). The Fund or Adviser may pay all or a portion of these fees to any Recipient who renders assistance in distributing or promoting the sale of shares, or who provides certain shareholder services, pursuant to a written agreement. The Plan is a compensation plan, which means that compensation is provided regardless of 12b-1 expenses actually incurred. The Fund has not implemented its 12b-1 Plan, although the Fund may do so at any time upon 60 days’ notice to shareholders.
NOTE 5. PURCHASES AND SALES OF SECURITIES
For the six months ended May 31, 2024, purchases and sales of investment securities, other than short-term investments, were $39,814,948 and $36,823,074, respectively.
There were no purchases or sales of long-term U.S. government obligations during the six months ended May 31, 2024.
NOTE 6. BENEFICIAL OWNERSHIP
As of May 31, 2024, the following entity owned beneficially 25% or greater of the Fund’s outstanding shares. The shares are held under omnibus accounts (whereby the transactions of two or more shareholders are combined and carried in the name of the origination broker rather than designated separately).
14
Auer Growth Fund
Notes to the Financial Statements (continued)
May 31, 2024 (Unaudited)
Percentage | |
Charles Schwab & Co. |
61% |
NOTE 7. FEDERAL TAX INFORMATION
At May 31, 2024, the net unrealized appreciation (depreciation) and tax cost of investments for tax purposes were as follows:
Gross unrealized appreciation | $ | 8,409,717 | ||
Gross unrealized depreciation | (2,597,715 | ) | ||
Net unrealized appreciation/(depreciation) on investments | $ | 5,812,002 | ||
Tax cost of investments | $ | 56,702,455 |
The tax character of distributions paid for the fiscal year ended November 30, 2023, the Fund's most recent fiscal year end, was as follows:
Distributions paid from: | ||||
Ordinary income(a) | $ | 2,139,895 | ||
Total distributions paid | $ | 2,139,895 |
(a) | Short-term capital gain distributions are treated as ordinary income for tax purposes. |
At November 30, 2023, the Fund’s most recent fiscal year end, the components of accumulated earnings (deficit) on a tax basis were as follows:
Undistributed ordinary income | $ | 906,842 | ||
Undistributed long-term capital gains | 510,508 | |||
Unrealized appreciation on investments | 3,246,062 | |||
Total accumulated earnings | $ | 4,663,412 |
As of November 30, 2023, the difference between book basis and tax basis unrealized appreciation (depreciation) is attributable to the passive foreign investment company basis adjustments of underlying securities.
Capital losses and specified gains realized after October 31, and net investment losses realized after December 31 of the Fund’s fiscal year may be deferred and treated as occurring on the first business day of the flowing fiscal year for tax purposes. For the year ended November 30, 2023, the Fund didn’t defer late year ordinary losses.
15
Auer Growth Fund
Notes to the Financial Statements (continued)
May 31, 2024 (Unaudited)
NOTE 8. 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.
NOTE 9. 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.
NOTE 10. 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.
16
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 (888) 711-2837 and (2) in Fund documents filed with the SEC on the SEC’s website at www.sec.gov.
TRUSTEES Daniel J. Condon, Chair David R. Carson Kenneth G.Y. Grant Freddie Jacobs, Jr. Catharine B. McGauley Ronald C. Tritschler |
INDEPENDENT REGISTERED Cohen & Company, Ltd. 151 North Franklin Street, Suite 575 Chicago, IL 60606 |
OFFICERS Martin R. Dean, President Gweneth K. Gosselink, Chief Compliance Officer Zachary P. Richmond, Treasurer and Chief Financial Officer |
LEGAL
COUNSEL
Thompson Hine LLP 312 Walnut Street, 20th Floor Cincinnati, OH 45202 |
INVESTMENT ADVISER SBAuer Funds, LLC 8801 River Crossing Blvd, Suite 100 Indianapolis, IN 46240 |
CUSTODIAN Huntington National Bank 41 South High Street Columbus, OH 43215 |
DISTRIBUTOR Ultimus Fund Distributors, LLC 225 Pictoria Drive, Suite 450 Cincinnati, OH 45246 |
ADMINISTRATOR,
TRANSFER Ultimus Fund Solutions, LLC 225 Pictoria Drive, Suite 450 Cincinnati, OH 45246 |
This report is intended only for the information of shareholders or those who have received the Fund’s prospectus which contains information about the Fund’s management fee and expenses. Please read the prospectus carefully before investing.
Distributed by Ultimus Fund Distributors, LLC
Member FINRA/SIPC
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
Not Applicable
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Not Applicable
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
Included under Item 7
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Included under Item 7
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable
Item 15. Submission of Matters to a Vote of Security Holders.
None
Item 16. Controls and Procedures
(a) The registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) are effective in design and operation and are sufficient to form the basis of the certifications required by Rule 30a-(2) under the Act, based on their evaluation of these disclosure controls and procedures as of a date within 90 days of this report on Form N-CSR.
(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable
Item 18. Recovery of Erroneously Awarded Compensation.
(a) | Not applicable |
(b) | Not applicable |
Item 19. Exhibits.
(a)(1) Not applicable – disclosed with annual report.
(a)(2) Not applicable
(a)(4) Not applicable
(b) Certifications required by Rule 30a-2(b) under the Act are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | Unified Series Trust | |
By | /s/ Martin R. Dean | |
Martin R. Dean, Principal Executive Officer | ||
Date | 8/7/2024 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By | /s/ Martin R. Dean | |
Martin R. Dean, Principal Executive Officer | ||
Date | 8/7/2024 | |
By | /s/ Zachary P. Richmond | |
Zachary P. Richmond, Principal Financial Officer | ||
Date | 8/7/2024 |