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: | 811-22172 |
| Exact name of registrant as specified in charter: | World Funds Trust |
| Address of principal executive offices: | 8730 Stony Point Parkway, Suite 205 Richmond, VA 23235 |
| Name and address of agent for service | The Corporation Trust Co. Corporation Trust Center 1209 Orange St. Wilmington, DE 19801
With Copy to:
Practus, LLP 11300 Tomahawk Creek Parkway Suite 310 Leawood, KS 66211 |
| Registrant’s telephone number, including area code: | (804) 267-7400 |
| Date of fiscal year end: | September 30 |
| Date of reporting period: | March 31, 2024 |
| Clifford
Capital Partners Fund; Clifford Capital Focused Small Cap Value Fund and Clifford Capital International Value Fund (“Clifford Capital Funds”) |
ITEM 1.(a). Reports to Stockholders.
SEMI-ANNUAL REPORT
For the Six Months Ended March 31, 2024 (unaudited)
Clifford Capital Partners Fund
Clifford Capital Focused Small Cap Value Fund
Clifford Capital International Value Fund
CLIFFORD CAPITAL FUNDS
Important Disclosure Statement
The Clifford Capital Partners Fund, the Clifford Capital Focused Small Cap Value Fund and the Clifford Capital International Value Fund (the “Funds”) prospectus and summary prospectus contain important information about the Funds’ investment objectives, potential risks, management fees, charges and expenses, and other information and should be read and considered carefully before investing. To obtain the Funds’ prospectus or summary prospectus containing this and other important information, please call 800-673-0550 or click here cliffordcap.com/fundreports. Please read the prospectus carefully before you invest. Foreside Fund Services, LLC is the distributor and Clifford Capital Partners, LLC (the “Advisor”) is the investment advisor of the Funds.
The performance data quoted represents past performance and is not a guarantee of future results. Current performance of the Funds’ may be lower or higher than the performance data quoted. Investment returns 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. Information provided with respect to each Fund’s Performance Data, Portfolio Holdings, Sector Weightings, Number of Holdings and Expense Ratios are as of March 31, 2024 and are subject to change at any time. For most recent information, please call 800-673-0550.
The Advisor waived or reimbursed part of each Fund’s total expenses. Had the Advisor not waived or reimbursed expenses of the Funds, the Funds’ performance would have been lower.
1
SEMI-ANNUAL REPORT
Clifford Capital Partners Fund
Portfolio Compositionas of March 31, 2024 (unaudited)
|
Holdings by Sector/Asset Class |
|
Percentage of |
|
Common Stocks: |
|
|
|
Financials |
|
22.80% |
|
Industrials |
|
17.60% |
|
Consumer Staples |
|
12.98% |
|
Health Care |
|
12.24% |
|
Communication Services |
|
9.50% |
|
Energy |
|
7.00% |
|
Consumer Discretionary |
|
6.40% |
|
Information Technology |
|
5.47% |
|
Materials |
|
1.87% |
|
Money Market Fund |
|
4.08% |
|
|
|
99.94% |
Clifford Capital Partners Fund
Schedule of InvestmentsMarch 31, 2024 (unaudited)
See Notes to Financial Statements
2
SEMI-ANNUAL REPORT
|
|
|
|
Shares |
|
Value |
|
|
95.86% |
COMMON STOCKS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.50% |
COMMUNICATION SERVICES |
|
|
|
|
|
|
|
The Liberty SiriusXM Group(A) |
|
78,100 |
|
$2,319,570 |
|
|
|
Vodafone Group plc ADR |
|
474,400 |
|
4,222,160 |
|
|
|
The Walt Disney Co. |
|
42,600 |
|
5,212,536 |
|
|
|
|
|
|
|
11,754,266 |
|
|
|
|
|
|
|
|
|
|
6.40% |
CONSUMER DISCRETIONARY |
|
|
|
|
|
|
|
eBay, Inc. |
|
82,900 |
|
4,375,462 |
|
|
|
Perdoceo Education Corp. |
|
201,800 |
|
3,543,608 |
|
|
|
|
|
|
|
7,919,070 |
|
|
|
|
|
|
|
|
|
|
12.98% |
CONSUMER STAPLES |
|
|
|
|
|
|
|
General Mills, Inc. |
|
56,100 |
|
3,925,317 |
|
|
|
Kenvue, Inc. |
|
203,200 |
|
4,360,672 |
|
|
|
The Kraft Heinz Co. |
|
117,600 |
|
4,339,440 |
|
|
|
Walgreens Boots Alliance, Inc. |
|
158,300 |
|
3,433,527 |
|
|
|
|
|
|
|
16,058,956 |
|
|
|
|
|
|
|
|
|
|
7.00% |
ENERGY |
|
|
|
|
|
|
|
Green Plains, Inc.(A) |
|
98,400 |
|
2,275,008 |
|
|
|
Liberty Energy, Inc. |
|
159,700 |
|
3,308,984 |
|
|
|
Schlumberger Ltd. |
|
56,200 |
|
3,080,322 |
|
|
|
|
|
|
|
8,664,314 |
|
|
|
|
|
|
|
|
|
|
22.80% |
FINANCIALS |
|
|
|
|
|
|
|
American Express Co. |
|
28,000 |
|
6,375,320 |
|
|
|
Community Trust Bancorp, Inc. |
|
89,623 |
|
3,822,421 |
|
|
|
Evertec, Inc. |
|
113,600 |
|
4,532,640 |
|
|
|
Fidelity National Information Services, Inc. |
|
74,100 |
|
5,496,738 |
|
|
|
Glacier Bancorp, Inc. |
|
88,600 |
|
3,568,808 |
|
|
|
NCR Atleos Corp.(A) |
|
223,700 |
|
4,418,075 |
|
|
|
|
|
|
|
28,214,002 |
|
|
|
|
|
|
|
|
|
Clifford Capital Partners Fund
Schedule of Investments - continuedMarch 31, 2024 (unaudited)
See Notes to Financial Statements
3
SEMI-ANNUAL REPORT
|
|
|
|
Shares |
|
Value |
|
|
12.24% |
HEALTH CARE |
|
|
|
|
|
|
|
Cardinal Health, Inc. |
|
36,100 |
|
$4,039,590 |
|
|
|
GSK plc ADR |
|
92,700 |
|
3,974,049 |
|
|
|
Johnson & Johnson |
|
20,800 |
|
3,290,352 |
|
|
|
Pfizer, Inc. |
|
138,500 |
|
3,843,375 |
|
|
|
|
|
|
|
15,147,366 |
|
|
|
|
|
|
|
|
|
|
17.60% |
INDUSTRIALS |
|
|
|
|
|
|
|
3M Co. |
|
44,100 |
|
4,677,687 |
|
|
|
HNI Corp. |
|
75,800 |
|
3,420,854 |
|
|
|
Pitney Bowes, Inc. |
|
1,239,600 |
|
5,367,468 |
|
|
|
RTX Corp. |
|
41,800 |
|
4,076,754 |
|
|
|
Stericycle, Inc.(A) |
|
80,400 |
|
4,241,100 |
|
|
|
|
|
|
|
21,783,863 |
|
|
|
|
|
|
|
|
|
|
5.47% |
INFORMATION TECHNOLOGY |
|
|
|
|
|
|
|
Cisco Systems, Inc. |
|
63,500 |
|
3,169,285 |
|
|
|
DXC Technology Co.(A) |
|
169,900 |
|
3,603,579 |
|
|
|
|
|
|
|
6,772,864 |
|
|
|
|
|
|
|
|
|
|
1.87% |
MATERIALS |
|
|
|
|
|
|
|
Sealed Air Corp. |
|
62,300 |
|
2,317,560 |
|
|
|
|
|
|
|
|
|
|
95.86% |
TOTAL COMMON STOCKS |
|
118,632,261 |
|
||
|
|
(Cost: $102,134,296) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.08% |
MONEY MARKET FUND |
|
|
|
|
|
|
|
Federated Institutional Prime Obligations Fund 5.370%(B) |
|
4,557,325 |
|
5,052,727 |
|
|
|
(Cost: $5,052,727) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.94% |
TOTAL INVESTMENTS |
|
|
|
|
|
|
|
(Cost: $107,187,023) |
|
123,684,988 |
|
||
|
0.06% |
Other assets, net of liabilities |
|
69,076 |
|
||
|
100.00% |
NET ASSETS |
|
$123,754,064 |
|
||
(A)Non-income producing
(B)Effective 7 day yield as of March 31, 2024
ADR - Security represented is held by the custodian bank in the form of American Depositary Receipts.
4
SEMI-ANNUAL REPORT
Clifford Capital Focused Small Cap Value Fund
Portfolio Compositionas of March 31, 2024 (unaudited)
|
Holdings by Sector/Asset Class |
|
Percentage of |
|
Common Stocks: |
|
|
|
Financials |
|
23.09% |
|
Industrials |
|
21.58% |
|
Energy |
|
9.34% |
|
Consumer Discretionary |
|
8.53% |
|
Information Technology |
|
7.73% |
|
Communication Services |
|
7.59% |
|
Consumer Staples |
|
7.56% |
|
Real Estate |
|
4.93% |
|
Materials |
|
3.77% |
|
Preferred Stock |
|
2.10% |
|
Money Market Fund |
|
2.16% |
|
|
|
98.38% |
Clifford Capital Focused Small Cap Value Fund
Schedule of InvestmentsMarch 31, 2024 (unaudited)
See Notes to Financial Statements
5
SEMI-ANNUAL REPORT
|
|
|
|
Shares |
|
Value |
|
|
94.12% |
COMMON STOCKS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.59% |
COMMUNICATION SERVICES |
|
|
|
|
|
|
|
Millicom International Cellular S.A.(A) |
|
18,340 |
|
$371,018 |
|
|
|
Paramount Global Class B |
|
16,160 |
|
190,203 |
|
|
|
|
|
|
|
561,221 |
|
|
|
|
|
|
|
|
|
|
8.53% |
CONSUMER DISCRETIONARY |
|
|
|
|
|
|
|
Perdoceo Education Corp. |
|
12,980 |
|
227,929 |
|
|
|
Urban Outfitters, Inc.(A) |
|
2,330 |
|
101,169 |
|
|
|
Winmark Corp. |
|
620 |
|
224,254 |
|
|
|
WW International, Inc.(A) |
|
42,160 |
|
77,996 |
|
|
|
|
|
|
|
631,348 |
|
|
|
|
|
|
|
|
|
|
7.56% |
CONSUMER STAPLES |
|
|
|
|
|
|
|
Fresh Del Monte Produce, Inc. |
|
10,970 |
|
284,233 |
|
|
|
Reynolds Consumer Products, Inc. |
|
9,640 |
|
275,318 |
|
|
|
|
|
|
|
559,551 |
|
|
|
|
|
|
|
|
|
|
9.34% |
ENERGY |
|
|
|
|
|
|
|
Green Plains, Inc.(A) |
|
7,330 |
|
169,470 |
|
|
|
KLX Energy Services Holdings, Inc.(A) |
|
26,890 |
|
208,129 |
|
|
|
Liberty Energy, Inc. |
|
15,130 |
|
313,494 |
|
|
|
|
|
|
|
691,093 |
|
|
|
|
|
|
|
|
|
|
23.09% |
FINANCIALS |
|
|
|
|
|
|
|
Community Trust Bancorp, Inc. |
|
6,090 |
|
259,738 |
|
|
|
Evertec, Inc. |
|
8,460 |
|
337,554 |
|
|
|
Glacier Bancorp, Inc. |
|
7,050 |
|
283,974 |
|
|
|
Hancock Whitney Corp. |
|
3,290 |
|
151,472 |
|
|
|
NCR Atleos Corp.(A) |
|
17,250 |
|
340,687 |
|
|
|
The Western Union Co. |
|
23,970 |
|
335,101 |
|
|
|
|
|
|
|
1,708,526 |
|
|
|
|
|
|
|
|
|
|
21.58% |
INDUSTRIALS |
|
|
|
|
|
|
|
Commercial Vehicle Group, Inc.(A) |
|
37,280 |
|
239,710 |
|
|
|
HNI Corp. |
|
5,220 |
|
235,579 |
|
|
|
Pitney Bowes, Inc. |
|
62,610 |
|
271,101 |
|
|
|
Steelcase, Inc. |
|
13,790 |
|
180,373 |
|
Clifford Capital Focused Small Cap Value Fund
Schedule of Investments - continuedMarch 31, 2024 (unaudited)
See Notes to Financial Statements
6
SEMI-ANNUAL REPORT
|
|
|
|
Shares |
|
Value |
|
|
|
Stericycle, Inc.(A) |
|
6,590 |
|
$347,622 |
|
|
|
Thermon Group Holdings, Inc.(A) |
|
9,860 |
|
322,619 |
|
|
|
|
|
|
|
1,597,004 |
|
|
|
|
|
|
|
|
|
|
7.73% |
INFORMATION TECHNOLOGY |
|
|
|
|
|
|
|
Dolby Laboratories, Inc. |
|
3,420 |
|
286,493 |
|
|
|
DXC Technology Co.(A) |
|
13,460 |
|
285,487 |
|
|
|
|
|
|
|
571,980 |
|
|
|
|
|
|
|
|
|
|
3.77% |
MATERIALS |
|
|
|
|
|
|
|
Sealed Air Corp. |
|
7,490 |
|
278,628 |
|
|
|
|
|
|
|
|
|
|
4.93% |
REAL ESTATE |
|
|
|
|
|
|
|
Douglas Elliman, Inc.(A) |
|
124,260 |
|
196,331 |
|
|
|
Global Medical REIT, Inc. |
|
19,250 |
|
168,437 |
|
|
|
|
|
|
|
364,768 |
|
|
|
|
|
|
|
|
|
|
94.12% |
TOTAL COMMON STOCKS |
|
6,964,119 |
|
||
|
|
(Cost: $5,761,243) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.10% |
PREFERRED STOCK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.10% |
CONSUMER DISCRETIONARY |
|
|
|
|
|
|
|
Qurate Retail, Inc. 8.000% |
|
3,130 |
|
155,624 |
|
|
|
|
|
|
|
|
|
|
2.10% |
TOTAL PREFERRED STOCK |
|
155,624 |
|
||
|
|
(Cost: $100,793) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.16% |
MONEY MARKET FUND |
|
|
|
|
|
|
|
Federated Institutional Prime Obligations Fund 5.370%(B) |
|
159,239 |
|
159,327 |
|
|
|
(Cost: $159,327) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
98.38% |
TOTAL INVESTMENTS |
|
|
|
|
|
|
|
(Cost: $6,021,363) |
|
7,279,070 |
|
||
|
1.62% |
Other assets, net of liabilities |
|
120,556 |
|
||
|
100.00% |
NET ASSETS |
|
$7,399,626 |
|
||
(A)Non-income producing
(B)Effective 7 day yield as of March 31, 2024
7
SEMI-ANNUAL REPORT
Clifford Capital International Value Fund
Portfolio Compositionas of March 31, 2024 (unaudited)
|
Holdings by Sector/Asset Class |
|
Percentage of |
|
Common Stocks: |
|
|
|
Health Care |
|
20.11% |
|
Financials |
|
17.96% |
|
Communication Services |
|
13.71% |
|
Industrials |
|
10.34% |
|
Consumer Staples |
|
9.88% |
|
Consumer Discretionary |
|
7.27% |
|
Information Technology |
|
7.21% |
|
Energy |
|
6.36% |
|
Utilities |
|
4.70% |
|
Materials |
|
2.80% |
|
|
|
100.34% |
Clifford Capital International Value Fund
Schedule of InvestmentsMarch 31, 2024 (unaudited)
See Notes to Financial Statements
8
SEMI-ANNUAL REPORT
|
|
|
|
Shares |
|
Value |
|
|
100.34% |
COMMON STOCKS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.49% |
CHINA |
|
|
|
|
|
|
|
CITIC Group Corporation Ltd. |
|
116,000 |
|
$111,452 |
|
|
|
Ping An Insurance Group Company of China, Ltd. |
|
24,500 |
|
103,454 |
|
|
|
|
|
|
|
214,906 |
|
|
|
|
|
|
|
|
|
|
2.55% |
FINLAND |
|
|
|
|
|
|
|
Nokia Oyj ADR |
|
34,520 |
|
122,201 |
|
|
|
|
|
|
|
|
|
|
18.26% |
FRANCE |
|
|
|
|
|
|
|
Airbus SE |
|
720 |
|
132,611 |
|
|
|
Capgemini SE |
|
410 |
|
94,349 |
|
|
|
Carrefour SA |
|
7,520 |
|
128,794 |
|
|
|
Engie SA |
|
6,790 |
|
113,617 |
|
|
|
Sanofi SA AFR |
|
3,000 |
|
145,800 |
|
|
|
Société Générale SA |
|
7,330 |
|
196,197 |
|
|
|
Worldline SA(A) |
|
5,200 |
|
64,403 |
|
|
|
|
|
|
|
875,771 |
|
|
|
|
|
|
|
|
|
|
13.48% |
GERMANY |
|
|
|
|
|
|
|
BASF SE |
|
2,350 |
|
134,194 |
|
|
|
Bayer AG |
|
3,720 |
|
114,099 |
|
|
|
Continental AG |
|
2,110 |
|
152,290 |
|
|
|
Fresenius Medical Care AG & Co. KGaA ADR |
|
7,270 |
|
140,166 |
|
|
|
Volkswagen AG Preference Shares |
|
800 |
|
106,021 |
|
|
|
|
|
|
|
646,770 |
|
|
|
|
|
|
|
|
|
|
1.66% |
HONG KONG |
|
|
|
|
|
|
|
CK Hutchison Holdings Ltd. |
|
16,500 |
|
79,687 |
|
|
|
|
|
|
|
|
|
|
2.33% |
ITALY |
|
|
|
|
|
|
|
Enel SpA |
|
16,940 |
|
111,829 |
|
|
|
|
|
|
|
|
|
|
5.39% |
JAPAN |
|
|
|
|
|
|
|
Astellas Pharma, Inc.(A) |
|
10,600 |
|
113,786 |
|
|
|
Takeda Pharmaceutical Co. Ltd. ADR(A) |
|
10,440 |
|
145,012 |
|
|
|
|
|
|
|
258,798 |
|
|
|
|
|
|
|
|
|
Clifford Capital International Value Fund
Schedule of Investments - continuedMarch 31, 2024 (unaudited)
See Notes to Financial Statements
9
SEMI-ANNUAL REPORT
|
|
|
|
Shares |
|
Value |
|
|
5.68% |
NETHERLANDS |
|
|
|
|
|
|
|
Koninklijke Ahold Delhaize NV |
|
3,910 |
|
$116,932 |
|
|
|
Koninklijke Philips NV ADR(A) |
|
7,770 |
|
155,400 |
|
|
|
|
|
|
|
272,332 |
|
|
|
|
|
|
|
|
|
|
8.92% |
SPAIN |
|
|
|
|
|
|
|
Banco Santander SA ADR |
|
53,070 |
|
256,859 |
|
|
|
Telefonica SA ADR |
|
38,770 |
|
170,976 |
|
|
|
|
|
|
|
427,835 |
|
|
|
|
|
|
|
|
|
|
2.70% |
SWEDEN |
|
|
|
|
|
|
|
Telefonaktiebolaget LM Ericsson ADR |
|
23,490 |
|
129,430 |
|
|
|
|
|
|
|
|
|
|
5.02% |
SWITZERLAND |
|
|
|
|
|
|
|
Roche Holding AG |
|
590 |
|
150,272 |
|
|
|
The Swatch Group Ltd. |
|
390 |
|
90,554 |
|
|
|
|
|
|
|
240,826 |
|
|
|
|
|
|
|
|
|
|
27.22% |
UNITED KINGDOM |
|
|
|
|
|
|
|
Aviva plc |
|
18,590 |
|
116,519 |
|
|
|
BAE Systems plc |
|
5,670 |
|
96,575 |
|
|
|
BT Group plc |
|
100,020 |
|
138,422 |
|
|
|
HSBC Holdings plc ADR |
|
3,150 |
|
123,984 |
|
|
|
Liberty Global plc- Class A(A) |
|
9,060 |
|
153,295 |
|
|
|
Reckitt Benckiser Group plc |
|
1,390 |
|
79,158 |
|
|
|
Rolls-Royce Holdings plc(A) |
|
14,160 |
|
75,420 |
|
|
|
Shell plc ADR |
|
2,660 |
|
178,326 |
|
|
|
Unilever plc ADR |
|
2,960 |
|
148,562 |
|
|
|
Vodafone Group plc ADR |
|
21,940 |
|
195,266 |
|
|
|
|
|
|
|
1,305,527 |
|
|
|
|
|
|
|
|
|
|
2.64% |
UNITED STATES |
|
|
|
|
|
|
|
Schlumberger Ltd. |
|
2,310 |
|
126,611 |
|
|
|
|
|
|
|
|
|
|
100.34% |
TOTAL COMMON STOCKS |
|
4,812,523 |
|
||
|
|
(Cost: $4,846,040) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Clifford Capital International Value Fund
Schedule of Investments - continuedMarch 31, 2024 (unaudited)
See Notes to Financial Statements
10
SEMI-ANNUAL REPORT
|
|
|
|
Shares |
|
Value |
|
|
100.34% |
TOTAL INVESTMENTS |
|
|
|
|
|
|
|
(Cost: $4,846,040) |
|
$4,812,523 |
|
||
|
(0.34%) |
Liabilities in excess of other assets |
|
(16,497 |
) |
||
|
100.00% |
NET ASSETS |
|
$4,796,026 |
|
||
(A)Non-income producing
ADR - Security represented is held by the custodian bank in the form of American Depositary Receipts.
[This page intentionally left blank]
See Notes to Financial Statements
13
SEMI-ANNUAL REPORT
See Notes to Financial Statements
12
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FUNDS
Statements of Assets and Liabilities
|
|
|
Clifford Capital |
|
Clifford Capital |
|
Clifford Capital |
|
|
ASSETS |
|
|
|
|
|
|
|
|
Investments at value(1) |
|
$123,684,988 |
|
$7,279,070 |
|
$4,812,523 |
|
|
Cash and cash equivalents |
|
63,935 |
|
80,706 |
|
40,815 |
|
|
Receivable for investments sold |
|
— |
|
— |
|
61,301 |
|
|
Receivable for capital stock sold |
|
11,430 |
|
406 |
|
24 |
|
|
Dividends and interest receivable |
|
131,272 |
|
7,593 |
|
9,003 |
|
|
Due from advisor |
|
— |
|
18,670 |
|
— |
|
|
Prepaid expenses |
|
29,770 |
|
22,750 |
|
14,565 |
|
|
TOTAL ASSETS |
|
123,921,395 |
|
7,409,195 |
|
4,938,231 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
Payable for securities purchased |
|
— |
|
— |
|
58,811 |
|
|
Payable for capital stock redeemed |
|
89,929 |
|
— |
|
— |
|
|
Payable to advisor |
|
47,183 |
|
— |
|
70,255 |
|
|
Accrued 12b-1 fees |
|
3,790 |
|
— |
|
80 |
|
|
Accrued administration, transfer agent and accounting fees |
|
16,785 |
|
6,348 |
|
7,422 |
|
|
Due to custodian |
|
— |
|
— |
|
— |
|
|
Other accrued expenses |
|
9,644 |
|
3,221 |
|
5,637 |
|
|
TOTAL LIABILITIES |
|
167,331 |
|
9,569 |
|
142,205 |
|
|
NET ASSETS |
|
$123,754,064 |
|
$7,399,626 |
|
$4,796,026 |
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS CONSIST OF: |
|
|
|
|
|
|
|
|
Paid-in capital applicable to 6,742,105, 673,622 and 465,197 no par value shares of beneficial interest outstanding, unlimited shares authorized |
|
119,258,303 |
|
7,751,638 |
|
4,726,201 |
|
|
Distributable earnings (accumulated deficits) |
|
4,495,761 |
|
(352,012 |
) |
69,825 |
|
|
Net Assets |
|
$123,754,064 |
|
$7,399,626 |
|
$4,796,026 |
|
|
|
|
|
|
|
|
|
|
|
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE |
|
|
|
|
|
|
|
|
NET ASSETS |
|
|
|
|
|
|
|
|
Investor Class |
|
$577,335 |
|
$22,007 |
|
$17,838 |
|
|
Institutional Class |
|
123,144,975 |
|
7,374,883 |
|
4,407,515 |
|
|
Super Institutional Class |
|
31,754 |
|
2,736 |
|
370,673 |
|
|
Total |
|
$123,754,064 |
|
$7,399,626 |
|
$4,796,026 |
|
CLIFFORD CAPITAL FUNDS
March 31, 2024 (unaudited)
See Notes to Financial Statements
15
SEMI-ANNUAL REPORT
See Notes to Financial Statements
14
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FUNDS
Statements of Assets and Liabilities
|
|
|
Clifford Capital |
|
Clifford Capital |
|
Clifford Capital |
|
|
SHARES OUTSTANDING |
|
|
|
|
|
||
|
Investor Class |
|
31,797 |
|
2,004 |
|
1,754 |
|
|
Institutional Class |
|
6,708,590 |
|
671,368 |
|
427,120 |
|
|
Super Institutional Class |
|
1,718 |
|
250 |
|
36,323 |
|
|
Total |
|
6,742,105 |
|
673,622 |
|
465,197 |
|
|
NET ASSET VALUE PER SHARE |
|
|
|
|
|
|
|
|
Investor Class |
|
$18.16 |
|
$10.98 |
|
$10.17 |
|
|
Institutional Class |
|
$18.36 |
|
$10.98 |
|
$10.32 |
|
|
Super Institutional Class |
|
$18.48 |
|
$10.96 |
(3) |
$10.20 |
|
|
Redemption Price Per Share(2) |
|
|
|
|
|
|
|
|
Investor Class |
|
$17.80 |
|
$10.76 |
|
$9.97 |
|
|
|
|
|
|
|
|
|
|
|
(1) Identified cost of |
|
$107,187,023 |
|
$6,021,363 |
|
$4,846,040 |
|
(2)Includes Redemption Fee of 2% for investments held for less than 60 days.
(3)NAV does not recalculate due to rounding.
CLIFFORD CAPITAL FUNDS
March 31, 2024 (unaudited)
See Notes to Financial Statements
17
SEMI-ANNUAL REPORT
See Notes to Financial Statements
16
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FUNDS
Statements of Operations
|
|
|
Clifford Capital Partners Fund |
|
Clifford Capital Focused Small Cap Value Fund |
|
Clifford Capital International Value Fund |
|
|
INVESTMENT INCOME |
|
|
|
|
|
|
|
|
Dividends(1) |
|
$1,625,483 |
|
$101,062 |
|
$47,539 |
|
|
Interest |
|
73,891 |
|
7,831 |
|
1,950 |
|
|
Total investment income |
|
1,699,374 |
|
108,893 |
|
49,489 |
|
|
|
|
|
|
|
|
|
|
|
EXPENSES |
|
|
|
|
|
|
|
|
Investment advisory fees (Note 2) |
|
442,441 |
|
35,084 |
|
19,619 |
|
|
12b-1 and servicing fees - Investor Class (Note 2) |
|
683 |
|
27 |
|
22 |
|
|
Recordkeeping and administrative services (Note 2) |
|
60,305 |
|
8,573 |
|
6,572 |
|
|
Accounting fees (Note 2) |
|
32,684 |
|
16,965 |
|
24,709 |
|
|
Custody fees |
|
6,628 |
|
2,833 |
|
9,829 |
|
|
Transfer agent fees (Note 2) |
|
13,077 |
|
12,720 |
|
8,721 |
|
|
Audit and tax fees |
|
9,953 |
|
9,848 |
|
9,846 |
|
|
Legal fees |
|
11,711 |
|
11,758 |
|
7,627 |
|
|
Filing and registration fees |
|
25,807 |
|
7,660 |
|
1,068 |
|
|
Trustee fees |
|
6,013 |
|
4,494 |
|
3,716 |
|
|
Compliance fees |
|
4,922 |
|
4,959 |
|
2,500 |
|
|
Shareholder reports |
|
10,740 |
|
9,336 |
|
7,426 |
|
|
Shareholder servicing (Note 2) |
|
|
|
|
|
|
|
|
Investor Class |
|
716 |
|
27 |
|
— |
|
|
Institutional Class |
|
61,173 |
|
9,715 |
|
2,610 |
|
|
Insurance fees |
|
1,582 |
|
1,282 |
|
1,262 |
|
|
Exchange fee |
|
2,550 |
|
2,550 |
|
2,550 |
|
|
Other |
|
9,148 |
|
6,648 |
|
5,320 |
|
|
Total expenses |
|
700,133 |
|
144,479 |
|
113,397 |
|
|
Fee waivers and reimbursed expenses (Note 2) |
|
(168,529 |
) |
(103,522 |
) |
(89,283 |
) |
|
Net expenses |
|
531,604 |
|
40,957 |
|
24,114 |
|
|
Net investment income (loss) |
|
1,167,770 |
|
67,936 |
|
25,375 |
|
|
|
|
|
|
|
|
|
|
|
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS |
|
|
|
|
|
|
|
|
Net realized gain (loss) on investments |
|
(12,035,923 |
) |
(2,528 |
) |
89,334 |
|
|
Net realized gain (loss) on foreign currency transactions |
|
— |
|
— |
|
(6,578 |
) |
|
Total net realized gain (loss) |
|
(12,035,923 |
) |
(2,528 |
) |
82,756 |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in unrealized appreciation (depreciation) of investments |
|
25,015,073 |
|
198,728 |
|
104,479 |
|
|
Net realized and unrealized gain (loss) on investments |
|
12,979,150 |
|
196,200 |
|
187,235 |
|
|
|
|
|
|
|
|
|
|
|
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS |
|
$14,146,920 |
|
$264,136 |
|
$212,610 |
|
|
|
|
|
|
|
|
|
|
|
(1) Net of foreign taxes withheld of |
|
$7,770 |
|
$— |
|
$7,409 |
|
CLIFFORD CAPITAL FUNDS
For the Six Months Ended March 31, 2024 (unaudited)
See Notes to Financial Statements
19
SEMI-ANNUAL REPORT
See Notes to Financial Statements
18
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FUNDS
Statements of Changes in Net Assets
|
|
|
Clifford Capital |
|
Clifford Capital |
|
Clifford Capital |
|
||||||
|
Six months ended |
|
Year Ended |
Six months ended |
|
Year Ended |
Six months ended |
|
Year Ended |
|||||
|
INCREASE (DECREASE) IN NET ASSETS FROM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss) |
|
$1,167,770 |
|
$1,942,759 |
|
$67,936 |
|
$168,288 |
|
$25,375 |
|
$24,969 |
|
|
Net realized gain (loss) on investments and foreign currency transactions |
|
(12,035,923 |
) |
5,665,352 |
|
(2,528 |
) |
(1,115,244 |
) |
82,756 |
|
(16,086 |
) |
|
Net increase (decrease) in unrealized appreciation (depreciation) of investments |
|
25,015,073 |
|
(1,786,068 |
) |
198,728 |
|
3,157,680 |
|
104,479 |
|
(32,344 |
) |
|
Increase (decrease) in net assets from operations |
|
14,146,920 |
|
5,822,043 |
|
264,136 |
|
2,210,724 |
|
212,610 |
|
(23,461 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS TO SHAREHOLDERS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investor Class |
|
(26,868 |
) |
(24,928 |
) |
(429 |
) |
(838 |
) |
(227 |
) |
(283 |
) |
|
Institutional Class |
|
(5,966,384 |
) |
(2,279,933 |
) |
(213,365 |
) |
(597,303 |
) |
(6,481 |
) |
(4,387 |
) |
|
Super Institutional Class |
|
(666 |
) |
(311 |
) |
(69 |
) |
(134 |
) |
(5,027 |
) |
(5,533 |
) |
|
Decrease in net assets from distributions |
|
(5,993,918 |
) |
(2,305,172 |
) |
(213,863 |
) |
(598,275 |
) |
(11,735 |
) |
(10,203 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL STOCK TRANSACTIONS (NOTE 5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investor Class |
|
11,024 |
|
104,275 |
|
1,500 |
|
3,000 |
|
— |
|
— |
|
|
Institutional Class |
|
14,987,619 |
|
40,301,058 |
|
78,913 |
|
1,107,198 |
|
76,255 |
|
4,035,467 |
|
|
Super Institutional Class |
|
21,078 |
|
— |
|
— |
|
— |
|
— |
|
50,000 |
|
|
Distributions reinvested |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investor Class |
|
26,868 |
|
24,928 |
|
429 |
|
838 |
|
227 |
|
283 |
|
|
Institutional Class |
|
4,914,709 |
|
1,879,404 |
|
210,083 |
|
582,018 |
|
6,481 |
|
4,387 |
|
|
Super Institutional Class |
|
666 |
|
311 |
|
69 |
|
134 |
|
5,027 |
|
5,533 |
|
|
Shares redeemed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investor Class |
|
(18,148 |
) |
(853,786 |
) |
— |
|
— |
|
— |
|
— |
|
|
Institutional Class |
|
(19,274,950 |
) |
(21,763,261 |
) |
(772,400 |
) |
(6,966,276 |
) |
(11,904 |
) |
— |
|
|
Super Institutional Class |
|
(3,000 |
) |
— |
|
— |
|
— |
|
— |
|
— |
|
|
Change in net assets from capital stock transactions |
|
665,866 |
|
19,692,929 |
|
(481,406 |
) |
(5,273,088 |
) |
76,086 |
|
4,095,670 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) during period |
|
8,818,868 |
|
23,209,800 |
|
(431,133 |
) |
(3,660,639 |
) |
276,961 |
|
4,062,006 |
|
|
Beginning of period |
|
114,935,196 |
|
91,725,396 |
|
7,830,759 |
|
11,491,398 |
|
4,519,065 |
|
457,059 |
|
|
End of period |
|
$123,754,064 |
|
$114,935,196 |
|
$7,399,626 |
|
$7,830,759 |
|
$4,796,026 |
|
$4,519,065 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLIFFORD CAPITAL FUNDS
See Notes to Financial Statements
21
SEMI-ANNUAL REPORT
See Notes to Financial Statements
20
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL PARTNERS FUND
Financial Highlights
CLIFFORD CAPITAL PARTNERS FUND
Selected Per Share Data Throughout Each Period
|
|
|
Investor Class |
|
||||||||||
|
|
|
Six months |
|
Years ended September 30, |
|
||||||||
|
2023 |
|
2022 |
|
2021 |
|
2020(2) |
|
2019 |
|
||||
|
Net asset value, beginning of period |
|
$16.92 |
|
$16.16 |
|
$19.47 |
|
$13.97 |
|
$14.61 |
|
$15.77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)(1) |
|
0.15 |
|
0.29 |
|
0.21 |
|
0.25 |
|
0.27 |
|
0.20 |
|
|
Net realized and unrealized gain (loss) on investments |
|
1.30 |
|
0.83 |
|
(2.70 |
) |
5.60 |
|
(0.67 |
) |
(0.64 |
) |
|
Total from investment activities |
|
1.45 |
|
1.12 |
|
(2.49 |
) |
5.85 |
|
(0.40 |
) |
(0.44 |
) |
|
Distributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
(0.21 |
) |
(0.19 |
) |
(0.28 |
) |
(0.35 |
) |
(0.24 |
) |
(0.11 |
) |
|
Net realized gain |
|
— |
|
(0.17 |
) |
(0.54 |
) |
— |
|
— |
|
(0.61 |
) |
|
Total distributions |
|
(0.21 |
) |
(0.36 |
) |
(0.82 |
) |
(0.35 |
) |
(0.24 |
) |
(0.72 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid-in capital from redemption fees |
|
— |
|
— |
|
— |
(3) |
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period |
|
$18.16 |
|
$16.92 |
|
$16.16 |
|
$19.47 |
|
$13.97 |
|
$14.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return(4) |
|
12.60 |
% |
6.78 |
% |
(13.44 |
%) |
42.29 |
% |
(2.86 |
%) |
(2.07 |
%) |
|
Ratios/Supplemental Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios to average net assets(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses, gross |
|
1.59 |
% |
1.59 |
% |
1.50 |
% |
1.61 |
% |
1.57 |
% |
1.10 |
% |
|
Expenses, net of fee waivers and reimbursements |
|
1.15 |
% |
1.15 |
% |
1.15 |
% |
1.15 |
% |
1.13 |
% |
1.10 |
% |
|
Net investment income (loss) |
|
1.71 |
% |
1.61 |
% |
1.12 |
% |
1.32 |
% |
1.93 |
% |
1.39 |
% |
|
Portfolio turnover rate(4) |
|
26.14 |
% |
27.59 |
% |
10.55 |
% |
26.01 |
% |
59.61 |
% |
22.99 |
% |
|
Net assets, end of period (000’s) |
|
$577 |
|
$520 |
|
$1,123 |
|
$549 |
|
$397 |
|
$785 |
|
(1)Per share amounts calculated using the average number of shares outstanding throughout the period.
(2)Prior to February 1, 2020 the Advisor paid all operating expenses except for management fees and 12b-1 expenses.
(3)Less than 0.005 per share.
(4)Total return and portfolio turnover rate are for the period indicated and have not been annualized for periods less than one year.
(5)Ratios to average net assets have been annualized for periods less than one year.
See Notes to Financial Statements
23
SEMI-ANNUAL REPORT
See Notes to Financial Statements
22
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL PARTNERS FUND
Financial Highlights
CLIFFORD CAPITAL PARTNERS FUND
Selected Per Share Data Throughout Each Period
|
|
|
Institutional Class |
|
||||||||||
|
Six months |
|
Years ended September 30, |
|
||||||||||
|
2023 |
|
2022 |
|
2021 |
|
2020(2) |
|
2019 |
|
||||
|
Net asset value, beginning of period |
|
$17.13 |
|
$16.31 |
|
$19.61 |
|
$14.03 |
|
$14.65 |
|
$15.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)(1) |
|
0.18 |
|
0.31 |
|
0.27 |
|
0.29 |
|
0.31 |
|
0.23 |
|
|
Net realized and unrealized gain (loss) on investments |
|
1.32 |
|
0.88 |
|
(2.74 |
) |
5.63 |
|
(0.68 |
) |
(0.65 |
) |
|
Total from investment activities |
|
1.50 |
|
1.19 |
|
(2.47 |
) |
5.92 |
|
(0.37 |
) |
(0.42 |
) |
|
Distributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
(0.27 |
) |
(0.20 |
) |
(0.29 |
) |
(0.34 |
) |
(0.25 |
) |
(0.15 |
) |
|
Net realized gain |
|
— |
|
(0.17 |
) |
(0.54 |
) |
— |
|
— |
|
(0.61 |
) |
|
Total distributions |
|
(0.27 |
) |
(0.37 |
) |
(0.83 |
) |
(0.34 |
) |
(0.25 |
) |
(0.76 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period |
|
$18.36 |
|
$17.13 |
|
$16.31 |
|
$19.61 |
|
$14.03 |
|
$14.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return(3) |
|
12.75 |
% |
7.17 |
% |
(13.23 |
%) |
42.63 |
% |
(2.68 |
%) |
(1.87 |
%) |
|
Ratios/Supplemental Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios to average net assets(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses, gross |
|
1.18 |
% |
1.18 |
% |
1.29 |
% |
1.42 |
% |
1.45 |
% |
0.90 |
% |
|
Expenses, net of fee waivers and reimbursements |
|
0.90 |
% |
0.90 |
% |
0.90 |
% |
0.90 |
% |
0.90 |
% |
0.90 |
% |
|
Net investment income (loss) |
|
1.98 |
% |
1.73 |
% |
1.46 |
% |
1.51 |
% |
2.28 |
% |
1.60 |
% |
|
Portfolio turnover rate(3) |
|
26.14 |
% |
27.59 |
% |
10.55 |
% |
26.01 |
% |
59.61 |
% |
22.99 |
% |
|
Net assets, end of period (000’s) |
|
$123,145 |
|
$114,404 |
|
$90,591 |
|
$49,699 |
|
$24,549 |
|
$23,553 |
|
(1)Per share amounts calculated using the average number of shares outstanding throughout the period.
(2)Prior to February 1, 2020 the Advisor paid all operating expenses except for management fees and 12b-1 expenses.
(3)Total return and portfolio turnover rate are for the period indicated and have not been annualized for periods less than one year.
(4)Ratios to average net assets have been annualized for periods less than one year.
See Notes to Financial Statements
25
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL PARTNERS FUND
Selected Per Share Data Throughout Each Period
See Notes to Financial Statements
24
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL PARTNERS FUND
Financial Highlights
|
|
|
Super Institutional Class |
|
||||||||
|
Six months |
|
Years ended September 30, |
|
Period |
|||||||
|
2023 |
|
2022 |
|
2021 |
|||||||
|
Net asset value, beginning of period |
|
$17.24 |
|
$16.47 |
|
$19.84 |
|
$14.21 |
|
$14.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)(1) |
|
0.17 |
|
0.33 |
|
0.31 |
|
0.31 |
|
0.30 |
|
|
Net realized and unrealized gain (loss) on investments |
|
1.34 |
|
0.90 |
|
(2.80 |
) |
5.70 |
|
(0.70 |
) |
|
Total from investment activities |
|
1.51 |
|
1.23 |
|
(2.49 |
) |
6.01 |
|
(0.40 |
) |
|
Distributions |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
(0.27 |
) |
(0.29 |
) |
(0.34 |
) |
(0.38 |
) |
(0.06 |
) |
|
Net realized gain |
|
— |
|
(0.17 |
) |
(0.54 |
) |
— |
|
— |
|
|
Total distributions |
|
(0.27 |
) |
(0.46 |
) |
(0.88 |
) |
(0.38 |
) |
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period |
|
$18.48 |
|
$17.24 |
|
$16.47 |
|
$19.84 |
|
$14.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return(3) |
|
12.83 |
% |
7.29 |
% |
(13.23 |
%) |
42.74 |
% |
(2.74 |
%) |
|
Ratios/Supplemental Data |
|
|
|
|
|
|
|
|
|
|
|
|
Ratios to average net assets(4) |
|
|
|
|
|
|
|
|
|
|
|
|
Expenses, gross |
|
1.09 |
% |
1.08 |
% |
1.21 |
% |
1.35 |
% |
1.43 |
% |
|
Expenses, net of fee waivers and reimbursements |
|
0.82 |
% |
0.82 |
% |
0.82 |
% |
0.82 |
% |
0.85 |
% |
|
Net investment income (loss) |
|
1.92 |
% |
1.84 |
% |
1.64 |
% |
1.65 |
% |
2.29 |
% |
|
Portfolio turnover rate(3) |
|
26.14 |
% |
27.59 |
% |
10.55 |
% |
26.01 |
% |
59.61 |
% |
|
Net assets, end of period (000’s) |
|
$32 |
|
$12 |
|
$11 |
|
$18 |
|
$13 |
|
(1)Per share amounts calculated using the average number of shares outstanding throughout the period.
(2)Commencement of operations.
(3)Total return and portfolio turnover rate are for the period indicated and have not been annualized for periods less than one year.
(4)Ratios to average net assets have been annualized for periods less than one year.
(5)Prior to February 1, 2020 the Advisor paid all operating expenses except for management fees and 12b-1 expenses.
See Notes to Financial Statements
27
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FOCUSED SMALL CAP VALUE FUND
Selected Per Share Data Throughout Each Period
See Notes to Financial Statements
26
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FOCUSED SMALL CAP VALUE FUND
Financial Highlights
|
|
|
Investor Class |
|
||||||||
|
Six months |
|
Years ended September 30, |
|
Period |
|||||||
|
2023 |
|
2022 |
|
2021 |
|||||||
|
Net asset value, beginning of period |
|
$10.84 |
|
$9.56 |
|
$13.64 |
|
$9.02 |
|
$9.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)(1) |
|
0.08 |
|
0.14 |
|
0.08 |
|
0.05 |
|
0.12 |
|
|
Net realized and unrealized gain (loss) on investments |
|
0.29 |
|
1.68 |
|
(2.63 |
) |
4.76 |
|
(1.06 |
) |
|
Total from investment activities |
|
0.37 |
|
1.82 |
|
(2.55 |
) |
4.81 |
|
(0.94 |
) |
|
Distributions |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
(0.23 |
) |
— |
|
(0.09 |
) |
(0.19 |
) |
— |
|
|
Net realized gain |
|
— |
|
(0.54 |
) |
(1.44 |
) |
— |
|
— |
|
|
Total distributions |
|
(0.23 |
) |
(0.54 |
) |
(1.53 |
) |
(0.19 |
) |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period |
|
$10.98 |
|
$10.84 |
|
$9.56 |
|
$13.64 |
|
$9.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return(3) |
|
3.26 |
% |
19.30 |
% |
(21.26 |
%) |
53.71 |
% |
(9.44 |
%) |
|
Ratios/Supplemental Data |
|
|
|
|
|
|
|
|
|
|
|
|
Ratios to average net assets(4) |
|
|
|
|
|
|
|
|
|
|
|
|
Expenses, gross |
|
3.96 |
% |
3.18 |
% |
3.01 |
% |
3.30 |
% |
5.43 |
% |
|
Expenses, net of fee waivers and reimbursements |
|
1.30 |
% |
1.30 |
% |
1.30 |
% |
1.30 |
% |
1.30 |
% |
|
Net investment income (loss) |
|
1.49 |
% |
1.30 |
% |
0.63 |
% |
0.38 |
% |
2.15 |
% |
|
Portfolio turnover rate(3) |
|
36.37 |
% |
34.00 |
% |
43.27 |
% |
40.68 |
% |
102.07 |
% |
|
Net assets, end of period (000’s) |
|
$22 |
|
$20 |
|
$14 |
|
$10 |
|
$2 |
|
(1)Per share amounts calculated using the average number of shares outstanding throughout the period.
(2)Commencement of operations
(3)Total return and portfolio turnover rate are for the period indicated and have not been annualized for periods less than one year.
(4)Ratios to average net assets have been annualized for periods less than one year.
See Notes to Financial Statements
29
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FOCUSED SMALL CAP VALUE FUND
Selected Per Share Data Throughout Each Period
See Notes to Financial Statements
28
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FOCUSED SMALL CAP VALUE FUND
Financial Highlights
|
|
|
Institutional Class |
|
||||||||
|
Six months |
|
Years ended September 30, |
|
Period |
|||||||
|
2023 |
|
2022 |
|
2021 |
|||||||
|
Net asset value, beginning of period |
|
$10.91 |
|
$9.62 |
|
$13.72 |
|
$9.04 |
|
$10.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)(1) |
|
0.10 |
|
0.16 |
|
0.11 |
|
0.11 |
|
0.19 |
|
|
Net realized and unrealized gain (loss) on investments |
|
0.28 |
|
1.71 |
|
(2.65 |
) |
4.74 |
|
(1.14 |
) |
|
Total from investment activities |
|
0.38 |
|
1.87 |
|
(2.54 |
) |
4.85 |
|
(0.95 |
) |
|
Distributions |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
(0.31 |
) |
(0.04 |
) |
(0.12 |
) |
(0.17 |
) |
(0.01 |
) |
|
Net realized gain |
|
— |
|
(0.54 |
) |
(1.44 |
) |
— |
|
— |
(2) |
|
Total distributions |
|
(0.31 |
) |
(0.58 |
) |
(1.56 |
) |
(0.17 |
) |
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period |
|
$10.98 |
|
$10.91 |
|
$9.62 |
|
$13.72 |
|
$9.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return(4) |
|
3.30 |
% |
19.73 |
% |
(21.06 |
%) |
54.02 |
% |
(9.53 |
%) |
|
Ratios/Supplemental Data |
|
|
|
|
|
|
|
|
|
|
|
|
Ratios to average net assets(5) |
|
|
|
|
|
|
|
|
|
|
|
|
Expenses, gross |
|
3.71 |
% |
2.84 |
% |
2.65 |
% |
3.01 |
% |
6.47 |
% |
|
Expenses, net of fee waivers and reimbursements |
|
1.05 |
% |
1.05 |
% |
1.05 |
% |
1.05 |
% |
1.05 |
% |
|
Net investment income (loss) |
|
1.74 |
% |
1.52 |
% |
0.92 |
% |
0.84 |
% |
2.32 |
% |
|
Portfolio turnover rate(4) |
|
36.37 |
% |
34.00 |
% |
43.27 |
% |
40.68 |
% |
102.07 |
% |
|
Net assets, end of period (000’s) |
|
$7,375 |
|
$7,808 |
|
$11,475 |
|
$11,657 |
|
$4,532 |
|
(1)Per share amounts calculated using the average number of shares outstanding throughout the period.
(2)Less than $0.005.
(3)Commencement of operations.
(4)Total return and portfolio turnover rate are for the period indicated and have not been annualized for periods less than one year.
(5)Ratios to average net assets have been annualized for periods less than one year.
See Notes to Financial Statements
31
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FOCUSED SMALL CAP VALUE FUND
Selected Per Share Data Throughout Each Period
See Notes to Financial Statements
30
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FOCUSED SMALL CAP VALUE FUND
Financial Highlights
|
|
|
Super Institutional Class |
|
||||||||
|
Six months |
|
Years ended September 30, |
|
Period |
|||||||
|
2023 |
|
2022 |
|
2021 |
|||||||
|
Net asset value, beginning of period |
|
$10.85 |
|
$9.57 |
|
$13.67 |
|
$9.04 |
|
$9.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)(1) |
|
0.10 |
|
0.17 |
|
0.13 |
|
0.13 |
|
0.14 |
|
|
Net realized and unrealized gain (loss) on investments |
|
0.29 |
|
1.69 |
|
(2.64 |
) |
4.72 |
|
(1.06 |
) |
|
Total from investment activities |
|
0.39 |
|
1.86 |
|
(2.51 |
) |
4.85 |
|
(0.92 |
) |
|
Distributions |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
(0.28 |
) |
(0.04 |
) |
(0.15 |
) |
(0.22 |
) |
— |
|
|
Net realized gain |
|
— |
|
(0.54 |
) |
(1.44 |
) |
— |
|
— |
|
|
Total distributions |
|
(0.28 |
) |
(0.58 |
) |
(1.59 |
) |
(0.22 |
) |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period |
|
$10.96 |
|
$10.85 |
|
$9.57 |
|
$13.67 |
|
$9.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return(3) |
|
3.36 |
% |
19.72 |
% |
(20.98 |
%) |
54.10 |
% |
(9.24 |
%) |
|
Ratios/Supplemental Data |
|
|
|
|
|
|
|
|
|
|
|
|
Ratios to average net assets(4) |
|
|
|
|
|
|
|
|
|
|
|
|
Expenses, gross |
|
3.52 |
% |
2.61 |
% |
2.40 |
% |
2.93 |
% |
5.19 |
% |
|
Expenses, net of fee waivers and reimbursements |
|
0.97 |
% |
0.97 |
% |
0.97 |
% |
0.97 |
% |
0.97 |
% |
|
Net investment income (loss) |
|
1.82 |
% |
1.62 |
% |
1.04 |
% |
0.95 |
% |
2.48 |
% |
|
Portfolio turnover rate(3) |
|
36.37 |
% |
34.00 |
% |
43.27 |
% |
40.68 |
% |
102.07 |
% |
|
Net assets, end of period (000’s) |
|
$3 |
|
$3 |
|
$2 |
|
$3 |
|
$2 |
|
(1)Per share amounts calculated using the average number of shares outstanding throughout the period.
(2)Commencement of operations.
(3)Total return and portfolio turnover rate are for the period indicated and have not been annualized for periods less than one year.
(4)Ratios to average net assets have been annualized for periods less than one year.
See Notes to Financial Statements
32
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL INTERNATIONAL VALUE FUND
Financial HighlightsSelected Per Share Data Throughout Each Period
|
|
|
Investor Class |
|
||||
|
Six months |
|
Year ended September 30, |
|
Period |
|||
|
Net asset value, beginning of period |
|
$9.86 |
|
$8.11 |
|
$10.00 |
|
|
|
|
|
|
|
|
|
|
|
Investment activities |
|
|
|
|
|
|
|
|
Net investment income (loss)(1) |
|
0.04 |
|
0.25 |
|
0.21 |
|
|
Net realized and unrealized gain (loss) on investments |
|
0.41 |
|
1.67 |
|
(2.10 |
) |
|
Total from investment activities |
|
0.45 |
|
1.92 |
|
(1.89 |
) |
|
Distributions |
|
|
|
|
|
|
|
|
Net investment income |
|
(0.12 |
) |
(0.17 |
) |
— |
|
|
Net realized gain |
|
(0.02 |
) |
— |
|
— |
|
|
Total distributions |
|
(0.14 |
) |
(0.17 |
) |
— |
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period |
|
$10.17 |
|
$9.86 |
|
$8.11 |
|
|
|
|
|
|
|
|
|
|
|
Total Return(3) |
|
4.46 |
% |
23.77 |
% |
(18.90 |
%) |
|
Ratios/Supplemental Data |
|
|
|
|
|
|
|
|
Ratios to average net assets(4) |
|
|
|
|
|
|
|
|
Expenses, gross |
|
5.05 |
% |
27.49 |
% |
28.97 |
% |
|
Expenses, net of fee waivers and reimbursements |
|
1.30 |
% |
1.30 |
% |
1.30 |
% |
|
Net investment income (loss) |
|
0.84 |
% |
2.50 |
% |
5.62 |
% |
|
Portfolio turnover rate(3) |
|
12.50 |
% |
10.56 |
% |
11.14 |
% |
|
Net assets, end of period (000’s) |
|
$18 |
|
$17 |
|
$14 |
|
(1)Per share amounts calculated using the average number of shares outstanding throughout the period.
(2)Commencement of operations.
(3)Total return and portfolio turnover rate are for the period indicated and have not been annualized for periods less than one year.
(4)Ratios to average net assets have been annualized.
See Notes to Financial Statements
33
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL INTERNATIONAL VALUE FUND
Financial HighlightsSelected Per Share Data Throughout Each Period
|
|
|
Institutional Class |
|
||||
|
Six months |
|
Year ended September 30, |
|
Period |
|||
|
Net asset value, beginning of period |
|
$9.88 |
|
$8.12 |
|
$10.00 |
|
|
|
|
|
|
|
|
|
|
|
Investment activities |
|
|
|
|
|
|
|
|
Net investment income (loss)(1) |
|
0.05 |
|
0.30 |
|
0.22 |
|
|
Net realized and unrealized gain (loss) on investments |
|
0.41 |
|
1.64 |
|
(2.10 |
) |
|
Total from investment activities |
|
0.46 |
|
1.94 |
|
(1.88 |
) |
|
Distributions |
|
|
|
|
|
|
|
|
Net investment income |
|
— |
|
(0.18 |
) |
— |
|
|
Net realized gain |
|
(0.02 |
) |
— |
|
— |
|
|
Total distributions |
|
(0.02 |
) |
(0.18 |
) |
— |
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period |
|
$10.32 |
|
$9.88 |
|
$8.12 |
|
|
|
|
|
|
|
|
|
|
|
Total Return(3) |
|
4.61 |
% |
24.04 |
% |
(18.80 |
%) |
|
Ratios/Supplemental Data |
|
|
|
|
|
|
|
|
Ratios to average net assets(4) |
|
|
|
|
|
|
|
|
Expenses, gross |
|
4.92 |
% |
13.20 |
% |
28.72 |
% |
|
Expenses, net of fee waivers and reimbursements |
|
1.05 |
% |
1.05 |
% |
1.05 |
% |
|
Net investment income (loss) |
|
1.09 |
% |
3.06 |
% |
5.87 |
% |
|
Portfolio turnover rate(3) |
|
12.50 |
% |
10.56 |
% |
11.14 |
% |
|
Net assets, end of period (000’s) |
|
$4,408 |
|
$4,148 |
|
$197 |
|
(1)Per share amounts calculated using the average number of shares outstanding throughout the period.
(2)Commencement of operations.
(3)Total return and portfolio turnover rate are for the period indicated and have not been annualized for periods less than one year.
(4)Ratios to average net assets have been annualized.
See Notes to Financial Statements
34
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL INTERNATIONAL VALUE FUND
Financial HighlightsSelected Per Share Data Throughout Each Period
|
|
|
Super Institutional Class |
|
||||
|
Six months |
|
Year ended September 30, |
|
Period |
|||
|
Net asset value, beginning of period |
|
$9.89 |
|
$8.12 |
|
$10.00 |
|
|
|
|
|
|
|
|
|
|
|
Investment activities |
|
|
|
|
|
|
|
|
Net investment income (loss)(1) |
|
0.06 |
|
0.28 |
|
0.23 |
|
|
Net realized and unrealized gain (loss) on investments |
|
0.40 |
|
1.67 |
|
(2.11 |
) |
|
Total from investment activities |
|
0.46 |
|
1.95 |
|
(1.88 |
) |
|
Distributions |
|
|
|
|
|
|
|
|
Net investment income |
|
(0.13 |
) |
(0.18 |
) |
— |
|
|
Net realized gain |
|
(0.02 |
) |
— |
|
— |
|
|
Total distributions |
|
(0.15 |
) |
(0.18 |
) |
— |
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period |
|
$10.20 |
|
$9.89 |
|
$8.12 |
|
|
|
|
|
|
|
|
|
|
|
Total Return(3) |
|
4.54 |
% |
24.20 |
% |
(18.80 |
%) |
|
Ratios/Supplemental Data |
|
|
|
|
|
|
|
|
Ratios to average net assets(4) |
|
|
|
|
|
|
|
|
Expenses, gross |
|
4.80 |
% |
26.69 |
% |
28.33 |
% |
|
Expenses, net of fee waivers and reimbursements |
|
0.97 |
% |
0.97 |
% |
0.97 |
% |
|
Net investment income (loss) |
|
1.17 |
% |
2.83 |
% |
5.97 |
% |
|
Portfolio turnover rate(3) |
|
12.50 |
% |
10.56 |
% |
11.14 |
% |
|
Net assets, end of period (000’s) |
|
$371 |
|
$354 |
|
$246 |
|
(1)Per share amounts calculated using the average number of shares outstanding throughout the period.
(2)Commencement of operations.
(3)Total return and portfolio turnover rate are for the period indicated and have not been annualized for periods less than one year.
(4)Ratios to average net assets have been annualized.
35
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FUNDS
Notes to Financial StatementsMarch 31, 2024 (unaudited)
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The Clifford Capital Partners Fund, the Clifford Capital Focused Small Cap Value Fund and the Clifford Capital International Value Fund (each a “Fund” and collectively, the “Funds”) are diversified series of the World Funds Trust (the “Trust”). The Trust was organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management company. The Clifford Capital Partners Fund (the “Partners Fund”) was established in January 2014 as a series of another registered investment company (the “predecessor trust”). On February 8, 2016, the Partners Fund was reorganized from a series of the predecessor trust into the Trust. On February 18, 2016, the Board of Trustees (the “Board”) of the Trust approved that the fiscal year end of the Partners Fund be changed to September 30. The Clifford Capital Focused Small Cap Value Fund (the “Focused SCV Fund”) commenced operations on October 1, 2019. The Clifford Capital International Value Fund (“International Value Fund”) commenced operations on May 6, 2022.
The investment objective of each of the Funds is to provide long-term capital appreciation.
The following is a summary of significant accounting policies consistently followed by the Funds. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Funds follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards.
Security Valuation
The Funds’ record investments at fair value. Investments in securities traded on national securities exchanges are valued at the last reported sale price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. Other securities traded in the over-the-counter market and listed securities for which no sales are reported on a given date are valued at the last reported bid price. Debt securities are valued by appraising them at prices supplied by a pricing agent approved by the Trust, which prices may reflect broker-dealer supplied valuations and electronic data processing techniques. Short-term debt securities (less than 60 days to maturity) are valued at their fair value using amortized cost. Investments in investment companies and money market funds are valued at net asset value per share. Other assets for which market prices are not readily available are valued at their fair value as determined in good faith under procedures set by the Board. Although the Board is ultimately
36
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FUNDS
Notes to Financial Statements - continuedMarch 31, 2024 (unaudited)
responsible for fair value determinations under Rule 2a-5 of the 1940 Act, the Board has delegated day-to-day responsibility for oversight of the valuation of the Fund’s assets to Clifford Capital Partners, LLC (the “Advisor”) as the Valuation Designee pursuant to the Fund’s policies and procedures. Generally, trading in corporate bonds, U.S. government securities and money market instruments is substantially completed each day at various times before the scheduled close of the New York Stock Exchange (“NYSE”). The value of these securities used in computing the net asset value (“NAV”) is determined as of such times.
The Trust has a policy that contemplates the use of fair value pricing to determine the NAV per share of the Funds when market prices are unavailable as well as under special circumstances, such as: (i) if the primary market for a portfolio security suspends or limits trading or price movements of the security; and (ii) when an event occurs after the close of the exchange on which a portfolio security is principally traded, but prior to the time as of which the Funds’ NAVs are calculated, that is likely to have changed the value of the security. Since most of the Funds’ investments are traded on U.S. securities exchanges, it is anticipated that the use of fair value pricing will be limited.
When the Trust uses fair value pricing to determine the NAV per share of the Funds, securities will not be priced on the basis of quotations from the primary market in which they are traded, but rather may be priced by another method that the Valuation Designee believes accurately reflects fair value. Any method used will be approved by the Board and results will be monitored to evaluate accuracy. The Funds’ policy is intended to result in a calculation of the Funds’ NAV that fairly reflects security values as of the time of pricing.
Various inputs are used in determining the value of the Funds’ investments. GAAP established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3 includes significant unobservable inputs (including the Funds’ own assumptions in determining fair value of investments).
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
37
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FUNDS
Notes to Financial Statements - continuedMarch 31, 2024 (unaudited)
The following is a summary of the level of inputs used to value the Funds’ investments as of March 31, 2024:
|
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
|
Partners Fund |
|
|
|
|
|
|
|
|
|
|
Common Stocks |
|
$118,632,261 |
|
$— |
|
$— |
|
$118,632,261 |
|
|
Money Market Fund |
|
5,052,727 |
|
— |
|
— |
|
5,052,727 |
|
|
|
|
$123,684,988 |
|
$— |
|
$— |
|
$123,684,988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Focused SCV Fund |
|
|
|
|
|
|
|
|
|
|
Common Stocks |
|
$6,964,119 |
|
$— |
|
$— |
|
$6,964,119 |
|
|
Preferred Stock |
|
155,624 |
|
— |
|
— |
|
155,624 |
|
|
Money Market Fund |
|
159,327 |
|
— |
|
— |
|
159,327 |
|
|
|
|
$7,279,070 |
|
$— |
|
$— |
|
$7,279,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
International Value Fund |
|
|
|
|
|
|
|
|
|
|
Common Stocks |
|
$4,812,523 |
|
$— |
|
$— |
|
$4,812,523 |
|
|
|
|
$4,812,523 |
|
$— |
|
$— |
|
$4,812,523 |
|
Refer to the Funds’ Schedule of Investments for a listing of the securities by security type and sector.
The Fund held no Level 3 securities at any time during the six months ended March 31, 2024.
Security Transactions and Income
Security transactions are accounted for on the trade date. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. The cost of securities sold is determined generally on a specific identification basis. Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and rates.
38
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FUNDS
Notes to Financial Statements - continuedMarch 31, 2024 (unaudited)
Cash and cash equivalents consist of overnight deposits with the custodian bank which earn interest at the current market rate.
Foreign Currency Translation
The books and records of the Funds are maintained in U.S. dollars. Investment valuations and other assets and liabilities initially expressed in foreign currencies are converted each business day into U.S. dollars based upon current exchange rates. Prevailing foreign exchange rates may generally be obtained at the close of the NYSE (normally, 4:00 p.m. Eastern Time). The portion of realized and unrealized gains or losses on investments due to fluctuations in foreign currency exchange rates is not separately disclosed and is included in realized and unrealized gains or losses on investments, when applicable.
Foreign Securities
The Funds may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the ability to repatriate funds, less complete financial information about companies and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. issuers.
Certain foreign countries impose a capital gains tax which is accrued by the Funds based on the unrealized appreciation, if any, on affected securities. Any accrual would reduce a Fund’s net asset value (“NAV”). The tax is paid when the gain is realized and is included in capital gains tax in the Statements of Operations. During the six months ended March 31, 2024, no foreign capital gains tax was accrued or paid by the Funds.
Accounting Estimates
In preparing financial statements in conformity with GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
39
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FUNDS
Notes to Financial Statements - continuedMarch 31, 2024 (unaudited)
Federal Income Taxes
The Funds have complied and intend to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income to its shareholders. The Funds also intend to distribute sufficient net investment income and net capital gains, if any, so that it will not be subject to excise tax on undistributed income and gains. Therefore, no federal income tax or excise provision is required. The Funds identify their major tax jurisdiction as U. S. Federal.
Management has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken in the Funds’ tax returns. The Funds have no examinations in progress and management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. Interest and penalties, if any, associated with any federal or state income tax obligations are recorded as income tax expense as incurred. The Funds are not subject to examination by U.S. tax authorities for tax years prior to the period ended September 30, 2021.
Reclassification of Capital Accounts
Certain components of net assets are reclassified relating to permanent differences between financial and tax reporting. These reclassifications are caused primarily by differences in the timing of the recognition of certain components of income, expenses or realized capital gains for federal income tax purposes and have no effect on net assets or net asset value per share. For the six months ended March 31, 2024, there were no such reclassifications.
Class Net Asset Values and Expenses
All income, expenses not attributable to a particular class, and realized and unrealized gains, are allocated to each class based on relative net assets on a daily basis for purposes of determining the net asset value of each class. Each class bears different distribution expenses. Ratios are calculated by adjusting the expense and net investment income ratios for the Funds for the entire period for the effect of expenses applicable for each class. 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.
40
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FUNDS
Notes to Financial Statements - continuedMarch 31, 2024 (unaudited)
The Funds currently offer three classes of shares: Investor Class, Institutional Class and Super Institutional Class. Each class of shares has equal rights as to assets of the Funds, and the classes are identical except for differences in their sales charge structures, ongoing distribution and service fees, and shareholder servicing fees. Income, expenses (other than distribution and service fees and shareholder servicing fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based upon its relative net assets. All classes have equal voting privileges, except where otherwise required by law or when the Trustees determine that the matter to be voted on affects only the interests of the shareholders of a particular class. Investor Class shares include a redemption fee of 2% on the proceeds of Investor Class shares redeemed after being held for 60 days or less. Institutional and Super Institutional Class shares are not subject to a redemption fee.
NOTE 2 – INVESTMENT ADVISORY AND DISTRIBUTION AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES
Pursuant to an Investment Advisory Agreements, the Advisor provides investment services advisory services to the Funds for an investment management fee equal to 0.75%, 0.90% and 0.85% of the daily net assets of the Partners Fund, the Focused SCV Fund and the International Value Fund, respectively.
The Advisor earned and waived advisory fees and reimbursed Fund expenses for the six months ended March 31, 2024 as follows:
|
Fund |
Fee |
Investment |
|
Investment |
|
Expenses |
|
|
Partners Fund |
0.75 |
% |
$422,441 |
|
$168,529 |
|
$— |
|
Focused SCV Fund |
0.90 |
% |
35,084 |
|
35,084 |
|
68,438 |
|
International Value Fund |
0.85 |
% |
19,619 |
|
19,619 |
|
69,664 |
The Advisor entered into an Expense Limitation Agreement, whereby the Advisor has contractually agreed to waive or reduce its fees and to assume other expenses of the Funds’, if necessary, in amounts that limit “Total Annual Fund Operating Expenses” (exclusive of interest, taxes, brokerage commissions, acquired fund fees and expenses, other expenditures which are capitalized in accordance with GAAP, other extraordinary expenses not incurred in the ordinary course of the Funds’ business, dividend expense on short sales and expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, each as applicable) to not more than 0.90% for the Partners Fund’s Investor and Institutional Class, 0.82% for the Partners Fund’s Super
41
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FUNDS
Notes to Financial Statements - continuedMarch 31, 2024 (unaudited)
Institutional Class, 1.05% for the Focused SCV Fund’s Investor and Institutional Class and 0.97% for the Focused SCV Fund’s Super Institutional Class, 1.05% for the International Value Fund’s Investor and Institutional Class and 0.97% for the International Value Fund’s Super Institutional Class. The expense limitation agreement may be terminated prior to January 31, 2025 by the Advisor or the Board only by mutual written consent and at any time after January 31, 2025. Each waiver and/or reimbursement of an expense by the Advisor is subject to repayment by the applicable Fund within three years following the date such waiver and/or reimbursement was made, provided that the Fund is able to make the repayment without exceeding the expense limitation in place at the time of the waiver or reimbursement and at the time the waiver or reimbursement is recouped.
The total amount of recoverable fee waivers and expense reimbursements for the Funds as of March 31, 2024, and expiration dates are as follows:
|
|
|
Recoverable Fee Waivers and |
|
|
||||||
|
Fund |
|
2024 |
|
2025 |
|
2026 |
|
2027 |
|
Total |
|
Partners Fund |
|
$207,680 |
|
$274,989 |
|
$318,855 |
|
$168,529 |
|
$970,053 |
|
Focused SCV Fund |
|
187,472 |
|
208,197 |
|
199,043 |
|
103,522 |
|
698,234 |
|
International Value Fund |
|
— |
|
57,224 |
|
148,554 |
|
89,283 |
|
295,061 |
The Funds have adopted a Distribution and Shareholder Services Plan Pursuant to Rule 12b-1 (the “Plan”) for the Investor Class shares. Pursuant to the Plan, the Funds may compensate financial intermediaries that provide services for shareholders of the Funds. The Plan provides that the Funds will pay an annual rate of up to 0.25% of the average daily net assets of the Funds’ Investor Class shares for activities relating to these services. Such activities may include the provision of sub-accounting, recordkeeping and/ or administrative services, responding to customer inquiries, and providing information on customer investments. Because the shareholder services fees are paid out of the Funds’ assets on an on-going basis, these fees, over time, will increase the cost of your investment and may cost you more than paying other types of sales charges. The Plan, while primarily intended to compensate for shareholder services expenses, was adopted pursuant to Rule 12b-1 under the 1940 Act, and it therefore may be used to pay for certain expenditures related to financing distribution related activities of the Funds.
The Funds have adopted a shareholder services plan for its Investor Class and Institutional Class shares. Under a shareholder services plan, the Funds may pay an authorized firm up to 0.25% on an annualized basis of average daily net assets
42
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FUNDS
Notes to Financial Statements - continuedMarch 31, 2024 (unaudited)
attributable to its customers who are shareholders. For this fee, the authorized firms may provide a variety of services, including but not limited to: (i) arranging for bank wires; (ii) responding to inquiries from shareholders concerning their investment in the Fund; (iii) assisting shareholders in changing dividend options, account designations and addresses; (iv) providing information periodically to shareholders showing their position in Fund shares; (v) forwarding shareholder communications from the Funds such as proxies, shareholder reports, annual reports, and dividend distribution and tax notices; (vi) processing purchase, exchange and redemption requests from shareholders and placing orders with the Funds or its service providers; (vii) providing sub-accounting with respect to Fund shares; and (viii) processing dividend payments from the Funds on behalf of shareholders.
For the six months ended March 31, 2024, the following fees were incurred:
|
Fund |
|
Class |
Type of Expense |
Fees Incurred |
|
Partners Fund |
|
Investor Class |
12b-1 |
$683 |
|
Partners Fund |
|
Investor Class |
Shareholder servicing |
716 |
|
Partners Fund |
|
Institutional Class |
Shareholder servicing |
61,173 |
|
Focused SCV Fund |
|
Investor Class |
12b-1 |
27 |
|
Focused SCV Fund |
|
Investor Class |
Shareholder servicing |
27 |
|
Focused SCV Fund |
|
Institutional Class |
Shareholder servicing |
9,715 |
|
International Value Fund |
|
Investor Class |
12b-1 |
22 |
|
International Value Fund |
|
Institutional Class |
Shareholder servicing |
2,610 |
Commonwealth Fund Services, Inc. (“CFS”) acts as the Funds’ administrator, transfer and dividend disbursing agent and pricing agent. As administrator, CFS provides shareholder, recordkeeping, administrative and blue-sky filing services. Fees to CFS are computed daily and paid monthly. For the six months ended March 31, 2024, the following fees were paid by each Fund to CFS:
|
Fund |
|
Administration |
|
Transfer Agent |
|
Fund |
|
Partners Fund |
|
$57,824 |
|
$12,958 |
|
$29,708 |
|
Focused SCV Fund |
|
6,302 |
|
12,600 |
|
13,989 |
|
International Value Fund |
|
4,291 |
|
1,142 |
|
21,733 |
The amounts reflected on the Statements of Operations for Administration, Transfer Agent and Accounting fees include some out of pocket expenses not paid to CFS.
43
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FUNDS
Notes to Financial Statements - continuedMarch 31, 2024 (unaudited)
Certain officers of the Trust are also officers and/or directors of CFS. Additionally, Practus LLP, serves as legal counsel to the Trust. John H. Lively, Secretary of the Trust, is Managing Partner of Practus LLP. J. Stephen King, Jr., Assistant Secretary of the Trust, is a Partner of Practus, LLP. Gino E. Malaspina, Assistant Secretary of the Trust, serves as Counsel of Practus, LLP. Neither the officers and/or directors of CFS, Mr. Lively, Mr. King or Mr. Malaspina receive any special compensation from the Trust or the Funds for serving as officers of the Trust.
NOTE 3 – INVESTMENTS
The costs of purchases and proceeds from the sales of securities other than short-term investments for the six months ended March 31, 2024 were as follows:
|
Fund |
|
Purchases |
|
Sales |
|
Partners Fund |
|
$29,983,330 |
|
$36,773,707 |
|
Focused SCV Fund |
|
2,706,857 |
|
3,343,970 |
|
International Value Fund |
|
727,377 |
|
573,090 |
NOTE 4 – DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL
Distributions from net investment income and realized gains, if any, are recorded on the ex-dividend date. Income distributions and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.
The tax character of distributions paid during the six months ended March 31, 2024 and the year ended September 30, 2023 were as follows:
|
|
|
Partners Fund |
||
|
|
|
Six months |
|
Year ended |
|
Distributions paid from: |
|
|
|
|
|
Ordinary income |
|
$4,312,224 |
|
$1,926,627 |
|
Realized gains |
|
1,681,694 |
|
378,545 |
|
|
|
$5,993,918 |
|
$2,305,172 |
44
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FUNDS
Notes to Financial Statements - continuedMarch 31, 2024 (unaudited)
|
|
|
Focused SCV Fund |
||
|
|
|
Six months |
|
Year ended |
|
Distributions paid from: |
|
|
|
|
|
Ordinary income |
|
$213,863 |
|
$40,616 |
|
Realized gains |
|
— |
|
557,660 |
|
|
|
$213,863 |
|
$598,276 |
|
|
|
|
|
|
|
|
|
International Value Fund |
||
|
|
|
Six months |
|
Year ended |
|
Distributions paid from: |
|
|
|
|
|
Ordinary income |
|
$4,683 |
|
$10,203 |
|
Realized gains |
|
7,052 |
|
— |
|
|
|
$11,735 |
|
$10,203 |
As of March 31, 2024, the components of distributable earnings (accumulated deficits) on a tax basis were as follows:
|
|
|
Partners |
|
Focused |
|
International |
|
|
Accumulated net investment |
|
$831,806 |
|
$22,407 |
|
$13,281 |
|
|
Accumulated net realized |
|
(12,834,010 |
) |
(1,632,126 |
) |
90,061 |
|
|
Net unrealized appreciation (depreciation) on investments |
|
16,497,965 |
|
1,257,707 |
|
(33,517 |
) |
|
|
|
$4,495,761 |
|
$(352,012 |
) |
$69,825 |
|
As of March 31, 2024, the cost of securities for Federal Income tax purposes and the related tax-based net unrealized appreciation (depreciation) consists of:
|
Fund |
|
Cost |
|
Gross |
|
Gross |
|
Total |
|
|
Partners Fund |
|
$107,187,023 |
|
$19,299,809 |
|
$(2,801,844 |
) |
$16,497,965 |
|
|
Focused SCV Fund |
|
6,021,363 |
|
1,501,139 |
|
(243,432 |
) |
1,257,707 |
|
|
International Value Fund |
|
4,846,040 |
|
344,710 |
|
(378,227 |
) |
(33,517 |
) |
45
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FUNDS
Notes to Financial Statements - continuedMarch 31, 2024 (unaudited)
NOTE 5 – TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
Capital stock transactions were:
|
Partners Fund |
|
||||||
|
|
|
Six months ended March 31, 2024 |
|
||||
|
|
|
Investor |
|
Institutional |
|
Super |
|
|
Shares sold |
|
629 |
|
840,507 |
|
1,148 |
|
|
Shares reinvested |
|
1,489 |
|
269,447 |
|
36 |
|
|
Shares redeemed |
|
(1,028 |
) |
(1,079,382 |
) |
(164 |
) |
|
Net increase (decrease) |
|
(1,090 |
) |
30,572 |
|
1,020 |
|
|
Partners Fund |
||||||
|
|
|
Year ended September 30, 2023 |
||||
|
|
|
Investor |
|
Institutional |
|
Super |
|
|
6,102 |
|
2,265,836 |
|
— |
|
|
Shares reinvested |
|
1,383 |
|
103,378 |
|
17 |
|
Shares redeemed |
|
(46,281 |
) |
(1,246,963 |
) |
— |
|
Net increase (decrease) |
|
(38,796 |
) |
1,122,251 |
|
17 |
|
Focused SCV Fund |
||||||
|
|
|
Six months ended March 31, 2024 |
||||
|
|
|
Investor |
|
Institutional |
|
Super |
|
Shares sold |
|
134 |
|
6,734 |
|
— |
|
Shares reinvested |
|
35 |
|
17,192 |
|
6 |
|
Shares redeemed |
|
— |
|
(68,495 |
) |
— |
|
Net increase (decrease) |
|
169 |
|
(44,569 |
) |
6 |
|
Focused SCV Fund |
||||||
|
|
|
Year ended September 30, 2023 |
||||
|
|
|
Investor |
|
Institutional |
|
Super |
|
Shares sold |
|
280 |
|
99,846 |
|
— |
|
Shares reinvested |
|
81 |
|
55,695 |
|
13 |
|
Shares redeemed |
|
— |
|
(632,659 |
) |
— |
|
Net increase (decrease) |
|
361 |
|
(477,118 |
) |
13 |
46
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FUNDS
Notes to Financial Statements - continuedMarch 31, 2024 (unaudited)
|
International Value Fund |
||||||
|
|
|
Six months ended March 31, 2024 |
||||
|
|
|
Investor |
|
Institutional |
|
Super |
|
Shares sold |
|
— |
|
8,036 |
|
— |
|
Shares reinvested |
|
22 |
|
624 |
|
489 |
|
Shares redeemed |
|
— |
|
(1,200 |
) |
— |
|
Net increase (decrease) |
|
22 |
|
7,460 |
|
489 |
|
International Value Fund |
||||||
|
|
|
Year ended September 30, 2023 |
||||
|
|
|
Investor |
|
Institutional |
|
Super |
|
Shares sold |
|
— |
|
394,943 |
|
4,869 |
|
Shares reinvested |
|
31 |
|
474 |
|
598 |
|
Shares redeemed |
|
— |
|
— |
|
— |
|
Net increase (decrease) |
|
31 |
|
395,417 |
|
5,467 |
NOTE 6 – RISKS OF INVESTING IN THE FUND
It is important that you closely review and understand the risks of investing in the Funds. The Funds’ NAV and investment return will fluctuate based upon changes in the value of its portfolio securities. You could lose money on your investment in the Funds, and the Funds could underperform other investments. There is no guarantee that the Funds will meet their investment objective. An investment in the Funds is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. A complete description of the principal risks is included in the Funds’ prospectus under the heading “Principal Risks.”
NOTE 7 – SECTOR RISK
If a Fund has significant investments in the securities of issuers in industries within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of that 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 of an investment in the Fund and increase the volatility of the Fund’s NAV per share. From time to time, circumstances may affect a particular sector and the companies within such sector. For instance,
47
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FUNDS
Notes to Financial Statements - continuedMarch 31, 2024 (unaudited)
economic or market factors, regulation or deregulation, and technological or other developments may negatively impact all companies in a particular sector and therefore the value of a Fund’s portfolio will be adversely affected. As of March 31, 2024, 22.80% and 17.60% of the value of the net assets of the Partners Fund were invested in securities within the Financials and Industrials sectors, respectively; 23.09% and 21.58% of the value of the net assets of the Focused SCV Fund were invested in securities within the Financials and Industrials sectors, respectively; 20.11% and 17.96% of the value of the net assets of the International Value Fund were invested in securities within the Health Care and Financials sectors, respectively.
NOTE 8 – CONCENTRATION RISK
Concentration risk in mutual funds refers to the risk of investing in a mutual fund that has a disproportionately large percentage of its assets invested in a single country or region. This can be a concern for investors who are looking to diversify their portfolio and reduce risk. If the country or region in which the mutual fund is invested experiences an economic downturn, financial crisis, currency devaluation, natural disaster, or geopolitical event, it is likely to negatively affect all of the stocks in the country or region. As of March 31, 2024, 27.22% of the value of the net assets of the International Value Fund were invested in securities within the United Kingdom.
NOTE 9 – SUBSEQUENT EVENTS
Management has evaluated all transactions and events subsequent to the date of the Statements of Assets and Liabilities through the date on which these financial statements were issued and has noted no additional items require disclosure.
48
SEMI-ANNUAL REPORT
World Funds Trust (the “Trust”)
Supplemental Information (unaudited)
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
A description of the policies and procedures that the Funds use to determine how to vote proxies relating to securities held in the Funds’ portfolio is available, without charge and upon request, by calling 800-673-0550 or on the SEC’s website at https://www.sec.gov. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent twelve months ended June 30 is available on or through the SEC’s website at https://www.sec.gov.
QUARTERLY PORTFOLIO HOLDINGS
Each Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-PORT”. These filings are available, without charge and upon request, by calling 800-673-0550 or on the SEC’s website at https://www.sec.gov.
49
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FUNDS
Fund Expenses (unaudited)
Fund Expenses Example
As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including management fees, distributions (12b-1) fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning October 1, 2023, and held for the six months ended March 31, 2024.
Actual Expenses Example
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 entitled “Expenses Paid During the 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 Funds’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
50
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FUNDS
Fund Expenses (unaudited) - continued
|
|
Beginning |
Ending |
Annualized |
Expenses |
|
Partners Fund |
|
|
|
|
|
Investor Class Actual |
$1,000.00 |
$1,063.00 |
1.15% |
$5.93 |
|
Investor Class Hypothetical(2) |
$1,000.00 |
$1,019.25 |
1.15% |
$5.81 |
|
Institutional Class Actual |
$1,000.00 |
$1,063.75 |
0.90% |
$4.64 |
|
Institutional Class Hypothetical(2) |
$1,000.00 |
$1,020.50 |
0.90% |
$4.55 |
|
Super Institutional Class Actual |
$1,000.00 |
$1,064.15 |
0.82% |
$4.23 |
|
Super Institutional Class Hypothetical(2) |
$1,000.00 |
$1,020.90 |
0.82% |
$4.14 |
|
Focused SCV Fund |
|
|
|
|
|
Investor Class Actual |
$1,000.00 |
$1,016.28 |
1.30% |
$6.55 |
|
Investor Class Hypothetical(2) |
$1,000.00 |
$1,018.50 |
1.30% |
$6.56 |
|
Institutional Class Actual |
$1,000.00 |
$1,016.49 |
1.05% |
$5.29 |
|
Institutional Class Hypothetical(2) |
$1,000.00 |
$1,019.75 |
1.05% |
$5.30 |
|
Super Institutional Class Actual |
$1,000.00 |
$1,016.79 |
0.97% |
$4.89 |
|
Super Institutional Class Hypothetical(2) |
$1,000.00 |
$1,020.15 |
0.97% |
$4.90 |
|
International Value Fund |
|
|
|
|
|
Investor Class Actual |
$1,000.00 |
$1,022.31 |
1.30% |
$6.57 |
|
Investor Class Hypothetical(2) |
$1,000.00 |
$1,018.50 |
1.30% |
$6.56 |
|
Institutional Class Actual |
$1,000.00 |
$1,023.03 |
1.05% |
$5.31 |
|
Institutional Class Hypothetical(2) |
$1,000.00 |
$1,019.75 |
1.05% |
$5.30 |
|
Super Institutional Class Actual |
$1,000.00 |
$1,022.72 |
0.97% |
$4.91 |
|
Super Institutional Class Hypothetical(2) |
$1,000.00 |
$1,020.15 |
0.97% |
$4.90 |
(1)Expenses are equal to the Funds annualized expense ratio multiplied by the average account value for the period, multiplied by 183 days in the most recent fiscal period divided by 366 days in the current year.
(2)5% return before expenses.
51
SEMI-ANNUAL REPORT
CLIFFORD CAPITAL FUNDS
Privacy Notice
The following is a description of the Funds’ policies regarding disclosure of nonpublic personal information that you provide to the Funds or that the Funds collect from other sources. In the event that you hold shares of the Funds through a broker-dealer or other financial intermediary, the privacy policy of your financial intermediary would govern how your nonpublic personal information would be shared with unaffiliated third parties.
Categories of Information the Funds Collect. The Funds collect the following nonpublic personal information about you:
•Information the Funds receive from you on or in applications or other forms, correspondence, or conversations (such as your name, address, phone number, social security number, assets, income and date of birth); and
•Information about your transactions with the Funds, its affiliates, or others (such as your account number and balance, payment history, parties to transactions, cost basis information, and other financial information).
Categories of Information the Funds Disclose. The Funds do not disclose any non-public personal information about their current or former shareholders to unaffiliated third parties, except as required or permitted by law. The Funds are permitted by law to disclose all of the information it collects, as described above, to their service providers (such as the Funds’ custodian, administrator and transfer agent) to process your transactions and otherwise provide services to you.
Confidentiality and Security. The Funds restrict access to your nonpublic personal information to those persons who require such information to provide products or services to you. The Funds maintain physical, electronic, and procedural safeguards that comply with federal standards to guard your nonpublic personal information.
The Funds’ Privacy Notice is not part of this Semi-Annual Report.
Investment Adviser:
Clifford Capital Partners, LLC
363 S. Main Street, Suite 101
Alpine, Utah 84004
Distributor:
Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, Maine 04101
Transfer Agent, Fund Accounting and Fund Administration:
Commonwealth Fund Services, Inc.
8730 Stony Point Parkway, Suite 205
Richmond, Virginia 23235
Custodian:
Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Legal Counsel:
Practus LLP
11300 Tomahawk Creek Parkway, Suite 310
Leawood, Kansas 66211
Independent Registered Public Accounting Firm:
Cohen & Company, Ltd.
1350 Euclid Avenue, Suite 800
Cleveland, Ohio 44115
ITEM 1.(b). Not applicable.
| ITEM 2. | CODE OF ETHICS. |
Not applicable when filing a semi-annual report to shareholders.
| ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
Not applicable when filing a semi-annual report to shareholders.
| ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
Not applicable when filing a semi-annual report to shareholders.
| ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable.
| ITEM 6. | SCHEDULE OF INVESTMENTS. |
(a) Schedule filed under Item 1 of the Form.
(b) Not applicable.
| ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable.
| ITEM 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees.
| ITEM 11. | CONTROLS AND PROCEDURES. |
(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d- 15(b)).
(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred 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 12. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 13. | EXHIBITS. |
| (a)(1) | Code of Ethics or any amendment thereto, that is the subject of disclosure required by Item 2 of this Form N-CSR: Not applicable. |
| (a)(2) | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
| (a)(3) | Solicitations to purchase securities under Rule 23c-1 under the Act: Not applicable. |
| (a)(4) | Change in registrant’s independent public accountant: Not applicable. |
| (b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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: World Funds Trust
| By (Signature and Title)*: | /s/ Karen Shupe |
Karen Shupe Principal Executive Officer | |
| Date: June 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 (Signature and Title)*: | /s/ Karen Shupe |
Karen Shupe Principal Executive Officer | |
| Date: June 7, 2024 | |
| By (Signature and Title)*: | /s/ Ann MacDonald |
Ann MacDonald Principal Financial Officer | |
| Date: June 7, 2024 |
* Print the name and title of each signing officer under his or her signature.