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: | |
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:
John H. Lively 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: | |
Clifford Capital Partners Fund |
ITEM 1. (a) REPORT TO STOCKHOLDERS.
Clifford Capital Partners Fund Tailored Shareholder Report
Clifford Capital Partners Fund Tailored Shareholder Report
semi-annual Shareholder Report March 31, 2025 |
What were the Fund costs for the period?
(based on a hypothetical $10,000 investment)
Class Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
---|---|---|
Institutional Class | $ |
¹ |
Sector Breakdown
Sector | % |
Communication Services | |
Consumer Discretionary | |
Consumer Staples | |
Energy | |
Financials | |
Health Care | |
Industrials | |
Information Technology | |
Money Market Fund |
Top Ten Holdings | |
---|---|
Kenvue, Inc. | |
Dolby Laboratories, Inc. Class A | |
Johnson & Johnson | |
Solventum Corp | |
3M Co. | |
NCR Atleos Corp. | |
Pfizer, Inc. | |
Cardinal Health, Inc. | |
Fidelity Nat'l Info. Services, Inc. | |
Vodafone Group plc |
For additional information about the Fund; including its prospectus, summary prospectus, financial information, holdings and proxy information, visit cliffordcap.com/partners-fund-institutional/.
Key Fund Statistics
(as of March 31, 2025)
|
|
---|---|
Fund Net Assets | $ |
Number of Holdings | |
Total Advisory Fee Paid | $ |
Portfolio Turnover Rate |
What did the Fund invest in?
(% of Net Assets as of March 31, 2025)
Clifford Capital Partners Fund Tailored Shareholder Report
Clifford Capital Partners Fund Tailored Shareholder Report
Clifford Capital Partners Fund Tailored Shareholder Report
semi-annual Shareholder Report March 31, 2025 |
What were the Fund costs for the period?
(based on a hypothetical $10,000 investment)
Class Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
---|---|---|
Investor Class | $ |
¹ |
Sector Breakdown
Sector | % |
Communication Services | |
Consumer Discretionary | |
Consumer Staples | |
Energy | |
Financials | |
Health Care | |
Industrials | |
Information Technology | |
Money Market Fund |
Top Ten Holdings | |
---|---|
Kenvue, Inc. | |
Dolby Laboratories, Inc. Class A | |
Johnson & Johnson | |
Solventum Corp | |
3M Co. | |
NCR Atleos Corp. | |
Pfizer, Inc. | |
Cardinal Health, Inc. | |
Fidelity Nat'l Info. Services, Inc. | |
Vodafone Group plc |
For additional information about the Fund; including its prospectus, summary prospectus, financial information, holdings and proxy information, visit cliffordcap.com/partners-fund-investor/.
Key Fund Statistics
(as of March 31, 2025)
|
|
---|---|
Fund Net Assets | $ |
Number of Holdings | |
Total Advisory Fee Paid | $ |
Portfolio Turnover Rate |
What did the Fund invest in?
(% of Net Assets as of March 31, 2025)
Clifford Capital Partners Fund Tailored Shareholder Report
Clifford Capital Partners Fund Tailored Shareholder Report
Clifford Capital Partners Fund Tailored Shareholder Report
semi-annual Shareholder Report March 31, 2025 |
What were the Fund costs for the period?
(based on a hypothetical $10,000 investment)
Class Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
---|---|---|
Super Institutional Class | $ |
¹ |
Sector Breakdown
Sector | % |
Communication Services | |
Consumer Discretionary | |
Consumer Staples | |
Energy | |
Financials | |
Health Care | |
Industrials | |
Information Technology | |
Money Market Fund |
Top Ten Holdings | |
---|---|
Kenvue, Inc. | |
Dolby Laboratories, Inc. Class A | |
Johnson & Johnson | |
Solventum Corp | |
3M Co. | |
NCR Atleos Corp. | |
Pfizer, Inc. | |
Cardinal Health, Inc. | |
Fidelity Nat'l Info. Services, Inc. | |
Vodafone Group plc |
For additional information about the Fund; including its prospectus, summary prospectus, financial information, holdings and proxy information, visit cliffordcap.com/partners-fund-super-institutional/.
Key Fund Statistics
(as of March 31, 2025)
|
|
---|---|
Fund Net Assets | $ |
Number of Holdings | |
Total Advisory Fee Paid | $ |
Portfolio Turnover Rate |
What did the Fund invest in?
(% of Net Assets as of March 31, 2025)
Clifford Capital Partners Fund Tailored Shareholder Report
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. | INVESTMENTS. |
(a) | The Registrant’s Schedule of Investments is included as part of the Financial Statements and Financial Highlights filed under Item 7 of this Form. |
(b) | Not applicable. |
ITEM 7. | FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
FINANCIAL STATEMENTS
AND OTHER INFORMATION
For the Six Months Ended March 31, 2025 (unaudited)
Clifford Capital Partners Fund
CLIFFORD CAPITAL PARTNERS FUND
Schedule of InvestmentsMarch 31, 2025 (unaudited)
See Notes to Financial Statements
1
FINANCIAL STATEMENTS | March 31, 2025
|
|
|
Shares |
|
Value |
|
97.83% |
COMMON STOCKS |
|
|
|
|
|
|
|
|
|
|
|
|
12.62% |
COMMUNICATION SERVICES |
|
|
|
|
|
|
Millicom International Cellular S.A. |
|
112,200 |
|
$3,396,294 |
|
|
Vodafone Group plc ADR |
|
452,300 |
|
4,238,051 |
|
|
The Walt Disney Co. |
|
37,700 |
|
3,720,990 |
|
|
Warner Bros. Discovery, Inc.(A) |
|
348,100 |
|
3,735,113 |
|
|
|
|
|
|
15,090,448 |
|
|
|
|
|
|
|
|
11.53% |
CONSUMER DISCRETIONARY |
|
|
|
|
|
|
eBay, Inc. |
|
59,200 |
|
4,009,616 |
|
|
Nike, Inc. |
|
42,600 |
|
2,704,248 |
|
|
OPENLANE, Inc.(A) |
|
164,300 |
|
3,167,704 |
|
|
Perdoceo Education Corp. |
|
155,400 |
|
3,912,972 |
|
|
|
|
|
|
13,794,540 |
|
|
|
|
|
|
|
|
12.67% |
CONSUMER STAPLES |
|
|
|
|
|
|
General Mills, Inc. |
|
49,700 |
|
2,971,563 |
|
|
Kenvue, Inc. |
|
221,900 |
|
5,321,162 |
|
|
Keurig Dr Pepper, Inc. |
|
97,800 |
|
3,346,716 |
|
|
Sysco Corp. |
|
46,700 |
|
3,504,368 |
|
|
|
|
|
|
15,143,809 |
|
|
|
|
|
|
|
|
8.01% |
ENERGY |
|
|
|
|
|
|
Delek US Holdings, Inc. |
|
189,000 |
|
2,848,230 |
|
|
Green Plains, Inc.(A) |
|
111,200 |
|
539,320 |
|
|
Liberty Energy, Inc. |
|
182,700 |
|
2,892,141 |
|
|
Schlumberger Ltd. |
|
78,800 |
|
3,293,840 |
|
|
|
|
|
|
9,573,531 |
|
|
|
|
|
|
|
|
16.65% |
FINANCIALS |
|
|
|
|
|
|
Community Trust Bancorp, Inc. |
|
65,900 |
|
3,318,724 |
|
|
EVERTEC, Inc. |
|
100,600 |
|
3,699,062 |
|
|
Fidelity National Information |
|
57,500 |
|
4,294,100 |
|
|
Glacier Bancorp, Inc. |
|
92,300 |
|
4,081,506 |
|
|
NCR Atleos Corp.(A) |
|
171,000 |
|
4,510,980 |
|
|
|
|
|
|
19,904,372 |
|
CLIFFORD CAPITAL PARTNERS FUND
Schedule of Investments - continuedMarch 31, 2025 (unaudited)
See Notes to Financial Statements
2
FINANCIAL STATEMENTS | March 31, 2025
|
|
|
Shares |
|
Value |
|
18.63% |
HEALTH CARE |
|
|
|
|
|
|
Cardinal Health, Inc. |
|
31,900 |
|
$4,394,863 |
|
|
Henry Schein, Inc.(A) |
|
54,800 |
|
3,753,252 |
|
|
Johnson & Johnson |
|
29,600 |
|
4,908,864 |
|
|
Pfizer, Inc. |
|
175,600 |
|
4,449,704 |
|
|
Solventum Corp(A) |
|
62,800 |
|
4,775,312 |
|
|
|
|
|
|
22,281,995 |
|
|
|
|
|
|
|
|
10.70% |
INDUSTRIALS |
|
|
|
|
|
|
3M Co. |
|
30,900 |
|
4,537,974 |
|
|
HNI Corp. |
|
67,100 |
|
2,975,885 |
|
|
RTX Corp. |
|
27,200 |
|
3,602,912 |
|
|
UPS, Inc. Class B |
|
15,200 |
|
1,671,848 |
|
|
|
|
|
|
12,788,619 |
|
|
|
|
|
|
|
|
7.02% |
INFORMATION TECHNOLOGY |
|
|
|
|
|
|
Cisco Systems, Inc. |
|
56,200 |
|
3,468,102 |
|
|
Dolby Laboratories, Inc. |
|
61,400 |
|
4,931,034 |
|
|
|
|
|
|
8,399,136 |
|
|
|
|
|
|
|
|
97.83% |
TOTAL COMMON STOCKS |
|
|
|
116,976,450 |
|
|
(Cost: $100,083,342) |
|
|
|
|
|
|
|
|
|
|
|
|
1.75% |
MONEY MARKET FUND |
|
|
|
|
|
|
Federated Institutional Prime Obligations Fund - Institutional Class 4.350%(B) |
|
2,089,549 |
|
2,089,549 |
|
|
(Cost: $2,089,549) |
|
|
|
|
|
|
|
|
|
|
|
|
99.58% |
TOTAL INVESTMENTS |
|
|
|
|
|
|
(Cost: $102,172,891) |
|
|
|
119,065,999 |
|
0.42% |
Other assets, net of liabilities |
|
|
|
503,783 |
|
100.00% |
NET ASSETS |
|
|
|
$119,569,782 |
|
(A)Non-income producing.
(B)Effective 7 day yield as of March 31, 2025.
ADR - Security represented is held by the custodian in the form of American Depositary Receipts.
See Notes to Financial Statements
3
FINANCIAL STATEMENTS | March 31, 2025
CLIFFORD CAPITAL PARTNERS FUND
Statement of Assets and LiabilitiesMarch 31, 2025 (unaudited)
ASSETS |
|
|
|
Investments at value(1) |
|
$119,065,999 |
|
Receivable for capital stock sold |
|
456,523 |
|
Dividends and interest receivable |
|
99,688 |
|
Prepaid expenses |
|
38,696 |
|
TOTAL ASSETS |
|
119,660,906 |
|
|
|||
LIABILITIES |
|
|
|
Payable for capital stock redeemed |
|
520 |
|
Accrued investment advisory fees |
|
47,815 |
|
Accrued 12b-1 fees |
|
4,833 |
|
Accrued administration, transfer agent and accounting fees |
|
20,407 |
|
Accrued proxy expense |
|
4,777 |
|
Other accrued expenses |
|
12,772 |
|
TOTAL LIABILITIES |
|
91,124 |
|
NET ASSETS |
|
$119,569,782 |
|
|
|||
NET ASSETS CONSIST OF: |
|
|
|
Paid-in capital applicable to 6,081,775 no par value sharesof beneficial interest outstanding, unlimited shares authorized |
|
106,904,684 |
|
Distributable earnings (accumulated deficits) |
|
12,665,098 |
|
Net Assets |
|
$119,569,782 |
|
|
|||
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE |
|
|
|
NET ASSETS |
|
|
|
Investor Class |
|
$614,121 |
|
Institutional Class |
|
118,940,878 |
|
Super Institutional Class |
|
14,783 |
|
Total |
|
$119,569,782 |
|
SHARES OUTSTANDING |
| ||
Investor Class |
|
31,519 |
|
Institutional Class |
|
6,049,499 |
|
Super Institutional Class |
|
756 |
|
Total |
|
6,081,775 |
|
NET ASSET VALUE PER SHARE |
|
|
|
Investor Class |
|
$19.48 |
|
Institutional Class |
|
$19.66 |
|
Super Institutional Class |
|
$19.55 |
|
Redemption Price Per Share(2) |
|
|
|
Investor Class |
|
$19.09 |
|
|
|||
(1)Identified cost of |
|
$102,172,891 |
|
(2)Includes Redemption Fee of 2% for investments held for less than 60 days.
See Notes to Financial Statements
4
FINANCIAL STATEMENTS | March 31, 2025
CLIFFORD CAPITAL PARTNERS FUND
Statement of OperationsSix Months Ended March 31, 2025 (unaudited)
INVESTMENT INCOME |
|
|
|
Dividends |
|
$1,369,431 |
|
Interest |
|
74,616 |
|
Total investment income |
|
1,444,047 |
|
|
|
|
|
EXPENSES |
|
|
|
Investment net advisory fees (Note 2) |
|
455,680 |
|
12b-1 and servicing fees - Investor Class (Note 2) |
|
774 |
|
Recordkeeping and administrative services (Note 2) |
|
64,365 |
|
Accounting fees (Note 2) |
|
36,622 |
|
Custody fees |
|
8,127 |
|
Transfer agent fees (Note 2) |
|
10,728 |
|
Audit and tax fees |
|
10,115 |
|
Legal fees |
|
9,612 |
|
Filing and registration fees |
|
18,673 |
|
Trustee fees |
|
8,369 |
|
Compliance fees (Note 2) |
|
5,031 |
|
Shareholder reports |
|
15,851 |
|
Shareholder servicing (Note 2) |
|
|
|
Investor Class |
|
85 |
|
Institutional Class |
|
56,661 |
|
Other |
|
12,478 |
|
Total expenses |
|
713,171 |
|
Fee waivers and reimbursed expenses (Note 2) |
|
(165,587 |
) |
Net expenses |
|
547,584 |
|
Net investment income (loss) |
|
896,463 |
|
|
|
|
|
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS |
|
| |
Net realized gain (loss) on investments |
|
4,897,386 |
|
Net change in unrealized appreciation (depreciation) |
|
(4,732,414 |
) |
|
|
|
|
Net realized and unrealized gain (loss) on investments |
|
164,972 |
|
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS |
|
$1,061,435 |
|
See Notes to Financial Statements
5
FINANCIAL STATEMENTS | March 31, 2025
CLIFFORD CAPITAL PARTNERS FUND
Statements of Changes In Net Assets
|
|
Six Months Ended March 31, 2025 (unaudited) |
|
Year Ended September 30, 2024 |
|
| |||||
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS |
|
|
|
|
|
Net investment income (loss) |
|
$896,463 |
|
$2,195,131 |
|
Net realized gain (loss) on investments and foreign currency transactions |
|
4,897,386 |
|
(9,223,854 |
) |
Net change in unrealized appreciation (depreciation) of investments |
|
(4,732,414 |
) |
30,142,630 |
|
Increase (decrease) in net assets from operations |
|
1,061,435 |
|
23,113,907 |
|
|
|
||||
DISTRIBUTIONS TO SHAREHOLDERS |
|
|
|
|
|
Distributions |
|
|
|
|
|
Investor Class |
|
(7,395 |
) |
(26,869 |
) |
Institutional Class |
|
(1,851,263 |
) |
(5,966,384 |
) |
Super Institutional Class |
|
(426 |
) |
(666 |
) |
Decrease in net assets from distributions |
|
(1,859,084 |
) |
(5,993,919 |
) |
|
|
||||
CAPITAL STOCK TRANSACTIONS (NOTE 5) |
|
|
|
|
|
Shares sold |
|
|
|
|
|
Investor Class |
|
18,553 |
|
19,336 |
|
Institutional Class |
|
8,750,518 |
|
19,034,475 |
|
Super Institutional Class |
|
— |
|
21,078 |
|
Distributions reinvested |
|
|
|
|
|
Investor Class |
|
7,394 |
|
26,868 |
|
Institutional Class |
|
1,453,064 |
|
4,914,709 |
|
Super Institutional Class |
|
426 |
|
666 |
|
Shares redeemed |
|
|
|
|
|
Investor Class |
|
(20,203 |
) |
(37,417 |
) |
Institutional Class |
|
(13,804,644 |
) |
(32,051,041 |
) |
Super Institutional Class |
|
— |
|
(21,535 |
) |
|
|
||||
Change in net assets from capital stock transactions |
|
(3,594,892 |
) |
(8,092,861 |
) |
|
|
||||
NET ASSETS |
|
|
|
|
|
Increase (decrease) during period |
|
(4,392,541 |
) |
9,027,127 |
|
Beginning of period |
|
123,962,323 |
|
114,935,196 |
|
End of period |
|
$119,569,782 |
|
$123,962,323 |
|
See Notes to Financial Statements
7
FINANCIAL STATEMENTS | March 31, 2025
See Notes to Financial Statements
6
FINANCIAL STATEMENTS | March 31, 2025
CLIFFORD CAPITAL PARTNERS FUND
Financial Highlights
|
|
Investor Class |
| ||||||||||
|
|
Six Months ended |
|
Years ended September 30, |
| ||||||||
|
|
|
| ||||||||||
|
|
|
2024 |
|
2023 |
|
2022 |
|
2021 |
|
2020(2) |
| |
Net asset value, beginning of period |
|
$19.57 |
|
$16.92 |
|
$16.16 |
|
$19.47 |
|
$13.97 |
|
$14.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)(1) |
|
0.12 |
|
0.29 |
|
0.29 |
|
0.21 |
|
0.25 |
|
0.27 |
|
Net realized and unrealized gain (loss)on investments |
|
0.02 |
|
3.25 |
|
0.83 |
|
(2.70 |
) |
5.60 |
|
(0.67 |
) |
Total from investment activities |
|
0.14 |
|
3.54 |
|
1.12 |
|
(2.49 |
) |
5.85 |
|
(0.40 |
) |
Distributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
(0.23 |
) |
(0.21 |
) |
(0.19 |
) |
(0.28 |
) |
(0.35 |
) |
(0.24 |
) |
Net realized gain |
|
— |
|
(0.68 |
) |
(0.17 |
) |
(0.54 |
) |
— |
|
— |
|
Total distributions |
|
(0.23 |
) |
(0.89 |
) |
(0.36 |
) |
(0.82 |
) |
(0.35 |
) |
(0.24 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid-in capital from redemption fees |
|
— |
|
— |
|
— |
|
— |
(3) |
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period |
|
$19.48 |
|
$19.57 |
|
$16.92 |
|
$16.16 |
|
$19.47 |
|
$13.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return(4) |
|
0.74 |
% |
21.35 |
% |
6.78 |
% |
(13.44 |
%) |
42.29 |
% |
(2.86 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios/Supplemental Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios to average net assets(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses, gross |
|
1.36 |
% |
1.35 |
% |
1.59 |
% |
1.50 |
% |
1.61 |
% |
1.57 |
% |
Expenses, net of fee waivers and reimbursements |
|
1.15 |
% |
1.15 |
% |
1.15 |
% |
1.15 |
% |
1.15 |
% |
1.13 |
% |
Net investment income (loss) |
|
1.22 |
% |
1.59 |
% |
1.61 |
% |
1.12 |
% |
1.32 |
% |
1.93 |
% |
Portfolio turnover rate(4) |
|
28.75 |
% |
47.10 |
% |
27.59 |
% |
10.55 |
% |
26.01 |
% |
59.61 |
% |
Net assets, end of period (000’s) |
|
$614 |
|
$611 |
|
$520 |
|
$1,123 |
|
$549 |
|
$397 |
|
(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.
CLIFFORD CAPITAL PARTNERS FUND
Selected Per Share Data Throughout Each Period
See Notes to Financial Statements
9
FINANCIAL STATEMENTS | March 31, 2025
See Notes to Financial Statements
8
FINANCIAL STATEMENTS | March 31, 2025
CLIFFORD CAPITAL PARTNERS FUND
Financial Highlights
|
|
Institutional Class |
| ||||||||||
|
|
Six Months ended |
|
| |||||||||
|
|
|
2024 |
|
2023 |
|
2022 |
|
2021 |
|
2020(2) |
| |
Net asset value, beginning of period |
|
$19.81 |
|
$17.13 |
|
$16.31 |
|
$19.61 |
|
$14.03 |
|
$14.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)(1) |
|
0.15 |
|
0.34 |
|
0.31 |
|
0.27 |
|
0.29 |
|
0.31 |
|
Net realized and unrealized gain (loss) on investments |
|
0.01 |
|
3.29 |
|
0.88 |
|
(2.74 |
) |
5.63 |
|
(0.68 |
) |
Total from investment activities |
|
0.16 |
|
3.63 |
|
1.19 |
|
(2.47 |
) |
5.92 |
|
(0.37 |
) |
Distributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
(0.31 |
) |
(0.27 |
) |
(0.20 |
) |
(0.29 |
) |
(0.34 |
) |
(0.25 |
) |
Net realized gain |
|
— |
|
(0.68 |
) |
(0.17 |
) |
(0.54 |
) |
— |
|
— |
|
Total distributions |
|
(0.31 |
) |
(0.95 |
) |
(0.37 |
) |
(0.83 |
) |
(0.34 |
) |
(0.25 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period |
|
$19.66 |
|
$19.81 |
|
$17.13 |
|
$16.31 |
|
$19.61 |
|
$14.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return(3) |
|
0.82 |
% |
21.66 |
% |
7.17 |
% |
(13.23 |
%) |
42.63 |
% |
(2.68 |
%) |
Ratios/Supplemental Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios to average net assets(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses, gross |
|
1.17 |
% |
1.17 |
% |
1.18 |
% |
1.29 |
% |
1.42 |
% |
1.45 |
% |
Expenses, net of fee waivers and reimbursements |
|
0.90 |
% |
0.90 |
% |
0.90 |
% |
0.90 |
% |
0.90 |
% |
0.90 |
% |
Net investment income (loss) |
|
1.48 |
% |
1.85 |
% |
1.73 |
% |
1.46 |
% |
1.51 |
% |
2.28 |
% |
Portfolio turnover rate(3) |
|
28.75 |
% |
47.10 |
% |
27.59 |
% |
10.55 |
% |
26.01 |
% |
59.61 |
% |
Net assets, end of period (000’s) |
|
$118,941 |
|
$123,337 |
|
$114,404 |
|
$90,591 |
|
$49,699 |
|
$24,549 |
|
(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.
CLIFFORD CAPITAL PARTNERS FUND
Selected Per Share Data Throughout Each Period
See Notes to Financial Statements
11
FINANCIAL STATEMENTS | March 31, 2025
CLIFFORD CAPITAL PARTNERS FUND
Selected Per Share Data Throughout Each Period
See Notes to Financial Statements
10
FINANCIAL STATEMENTS | March 31, 2025
CLIFFORD CAPITAL PARTNERS FUND
Financial Highlights
|
|
Super Institutional Class |
| ||||||||||
|
|
Six Months ended |
|
|
|
|
|
|
|
|
|
Period October 17, 2019(2) to September 30, 2020(5) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
Years ended September 30, |
|
| ||||||||
|
|
|
2024 |
|
2023 |
|
2022 |
|
2021 |
|
| ||
Net asset value, beginning of period
|
|
$19.95 |
|
$17.24 |
|
$16.47 |
|
$19.84 |
|
$14.21 |
|
$14.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)(1) |
|
0.15 |
|
0.35 |
|
0.33 |
|
0.31 |
|
0.31 |
|
0.30 |
|
Net realized and unrealized gain (loss) on investments |
|
0.03 |
|
3.31 |
|
0.90 |
|
(2.80 |
) |
5.70 |
|
(0.70 |
) |
Total from investment activities |
|
0.18 |
|
3.66 |
|
1.23 |
|
(2.49 |
) |
6.01 |
|
(0.40 |
) |
Distributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
(0.58 |
) |
(0.27 |
) |
(0.29 |
) |
(0.34 |
) |
(0.38 |
) |
(0.06 |
) |
Net realized gain |
|
— |
|
(0.68 |
) |
(0.17 |
) |
(0.54 |
) |
— |
|
— |
|
Total distributions |
|
(0.58 |
) |
(0.95 |
) |
(0.46 |
) |
(0.88 |
) |
(0.38 |
) |
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$19.55 |
|
$19.95 |
|
$17.24 |
|
$16.47 |
|
$19.84 |
|
$14.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return(3) |
|
0.92 |
% |
21.73 |
% |
7.29 |
% |
(13.23 |
%) |
42.74 |
% |
(2.74 |
%) |
Ratios/Supplemental Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios to average net assets(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses, gross |
|
1.07 |
% |
1.08 |
% |
1.08 |
% |
1.21 |
% |
1.35 |
% |
1.43 |
% |
Expenses, net of fee waivers and reimbursements |
|
0.82 |
% |
0.82 |
% |
0.82 |
% |
0.82 |
% |
0.82 |
% |
0.85 |
% |
Net investment income (loss) |
|
1.55 |
% |
1.91 |
% |
1.84 |
% |
1.64 |
% |
1.65 |
% |
2.29 |
% |
Portfolio turnover rate(3) |
|
28.75 |
% |
47.10 |
% |
27.59 |
% |
10.55 |
% |
26.01 |
% |
59.61 |
% |
Net assets, end of period (000’s) |
|
$15 |
|
$15 |
|
$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.
12
FINANCIAL STATEMENTS | March 31, 2025
CLIFFORD CAPITAL PARTNERS FUND
Notes to Financial StatementsMarch 31, 2025 (unaudited)
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The Clifford Capital Partners Fund (the “Fund”) is a 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 Fund was established in January 2014 as a series of another registered investment company (the “predecessor trust”). On February 8, 2016, the 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 Fund be changed to September 30.
The investment objective of the Fund is to provide long-term capital appreciation.
The Fund is deemed to be an individual reporting segment and is not part of a consolidated reporting entity. The objective and strategy of the Fund is used by Clifford Capital Partners, LLC (the “Advisor”) to make investment decisions, and the results of the Fund’s operations, as shown in its Statement of Operations and Financial Highlights, is the information utilized for the day-today management of the Fund. The Fund and the Advisor are parties to expense agreements as disclosed in the Notes to the Financial Statements, and resources are not allocated to the Fund based on performance measurements. Due to the significance of oversight and its role in the Fund’s management, the Advisor’s portfolio manager is deemed to be the Chief Operating Decision Maker.
The following is a summary of significant accounting policies consistently followed by the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards.
Security Valuation
The Fund records investments at fair value. Investments in securities traded on national securities exchanges are valued at the last quoted sale price on the primary exchange or market on which they are traded. Securities that are listed on an exchange and which are not traded on the valuation date are valued at the last quoted trade price. Securities traded over the counter are valued at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. 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
13
FINANCIAL STATEMENTS | March 31, 2025
CLIFFORD CAPITAL PARTNERS FUND
Notes to Financial Statements - continuedMarch 31, 2025 (unaudited)
determined in good faith under procedures set by the Board. Although the Board is ultimately 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 investments to the Advisor as the Valuation Designee pursuant to the Fund’s policies and procedures.
The Trust has a policy that contemplates the use of fair value pricing to determine the net asset value (“NAV”) per share of the Fund 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 Fund’s NAV is calculated, that is likely to have changed the value of the security. Since most of the Fund’s 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 Fund, 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 Fund’s policy is intended to result in a calculation of the Fund’s NAV that fairly reflects security values as of the time of pricing.
Accounting standards establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs used to develop the measurements of fair value, which are summarized in the three broad levels listed below.
Various inputs are used in determining the value of the Fund’s 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 Fund’s 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.
14
FINANCIAL STATEMENTS | March 31, 2025
CLIFFORD CAPITAL PARTNERS FUND
Notes to Financial Statements - continuedMarch 31, 2025 (unaudited)
The following is a summary of the level of inputs used to value the Fund’s investments as of March 31, 2025:
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Common Stocks |
|
$116,976,450 |
|
$— |
|
$— |
|
$116,976,450 |
Money Market Fund |
|
2,089,549 |
|
— |
|
— |
|
2,089,549 |
|
|
$119,065,999 |
|
$— |
|
$— |
|
$119,065,999 |
Refer to the Fund’s 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, 2025.
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 Fund’s understanding of the applicable country’s tax rules and rates.
Cash and Cash Equivalents
Cash and cash equivalents consist of overnight deposits with the custodian bank which earn interest at the current market rate.
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.
15
FINANCIAL STATEMENTS | March 31, 2025
CLIFFORD CAPITAL PARTNERS FUND
Notes to Financial Statements - continuedMarch 31, 2025 (unaudited)
Federal Income Taxes
The Fund has complied and intends 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 Fund also intends 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 Fund identifies it’s 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 Fund’s tax returns. The Fund has 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 Fund is 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, 2025, 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 Fund 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 fund based on each fund’s relative net assets or another appropriate basis as determined by the Board.
16
FINANCIAL STATEMENTS | March 31, 2025
CLIFFORD CAPITAL PARTNERS FUND
Notes to Financial Statements - continuedMarch 31, 2025 (unaudited)
The Fund currently offers three classes of shares: Investor Class, Institutional Class and Super Institutional Class. Each class of shares has equal rights as to assets of the Fund, 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 Agreement, the Advisor provides investment services advisory services to the Fund for an investment management fee equal to 0.75% of the daily net assets of the Fund.
The Advisor earned and waived advisory fees for the six months ended March 31, 2025, as follows:
Fee |
|
Investment Advisory Fee Earned |
|
Investment Advisory Fee Waived |
0.75% |
|
$455,680 |
|
$165,587 |
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 Fund, 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 Fund’s 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 Fund’s Investor and Institutional Classes, and 0.82% for the Fund’s Super Institutional Class. The expense limitation agreement may be terminated prior to January 31, 2026 by the Advisor or the Board only by mutual written consent and at any time after January 31, 2026. Each waiver and/or reimbursement of an expense by
17
FINANCIAL STATEMENTS | March 31, 2025
CLIFFORD CAPITAL PARTNERS FUND
Notes to Financial Statements - continuedMarch 31, 2025 (unaudited)
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 Fund as of March 31, 2025, and expiration dates are as follows:
Recoverable Fee Waivers and Expense | ||||
2025 |
2026 |
2027 |
2028 |
Total |
$274,989 |
$318,855 |
$313,751 |
$165,587 |
$1,073,182 |
The Fund has adopted a Distribution and Shareholder Services Plan Pursuant to Rule 12b-1 (the “Plan”) for the Investor Class shares. Pursuant to the Plan, the Fund may compensate financial intermediaries that provide services for shareholders of the Fund. The Plan provides that the Fund will pay an annual rate of up to 0.25% of the average daily net assets of the Fund’s 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 Fund’s 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 Fund.
The Fund has adopted a shareholder services plan for its Investor Class and Institutional Class shares. Under a shareholder services plan, the Fund may pay an authorized firm up to 0.25% on an annualized basis of average daily net assets 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 Fund 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
18
FINANCIAL STATEMENTS | March 31, 2025
CLIFFORD CAPITAL PARTNERS FUND
Notes to Financial Statements - continuedMarch 31, 2025 (unaudited)
the Fund or its service providers; (vii) providing sub-accounting with respect to Fund shares; and (viii) processing dividend payments from the Fund on behalf of shareholders.
For the six months ended March 31, 2025, the following fees were incurred:
Class |
Type of Expense |
Fees Incurred |
Investor Class |
12b-1 |
$774 |
Investor Class |
Shareholder servicing |
85 |
Institutional Class |
Shareholder servicing |
56,661 |
Commonwealth Fund Services, Inc. (“CFS”) acts as the Fund’s 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, 2025, the following fees were paid by each Fund to CFS:
Administration |
Transfer Agent |
Fund Accounting |
$62,925 |
$10,603 |
$33,901 |
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.
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 Neither the officers and/or directors of CFS, Mr. Lively or Mr. King receive any special compensation from the Trust or the Fund for serving as officers of the Trust.
The Fund’s Chief Compliance Officer is the Managing Member of Watermark Solutions, LLC (“Watermark”), which provides certain compliance services to the Fund. For the six months ended March 31, 2025, Watermark received $5,031 in fees incurred by the Fund.
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, 2025 were as follows:
Purchases |
Sales |
$33,945,827 |
$37,790,617 |
19
FINANCIAL STATEMENTS | March 31, 2025
CLIFFORD CAPITAL PARTNERS FUND
Notes to Financial Statements - continuedMarch 31, 2025 (unaudited)
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, 2025, and the year ended September 30, 2024, respectively, were as follows:
|
Six Months ended |
|
Year ended |
Distributions paid from: |
|
|
|
Ordinary income |
$1,859,084 |
|
$2,541,484 |
Realized gains |
— |
|
3,452,435 |
|
$1,859,084 |
|
$5,993,919 |
As of March 31, 2025, the components of distributable earnings (accumulated deficits) on a tax basis were as follows:
Accumulated net investment income (loss) |
|
$896,540 |
|
Accumulated net realized gain (loss) |
|
(5,124,550 |
) |
Net unrealized appreciation (depreciation) on investments |
|
16,893,108 |
|
|
|
$12,665,098 |
|
As of March 31, 2025, the cost of securities for Federal Income tax purposes and the related tax-based net unrealized appreciation (depreciation) consists of:
Cost |
Gross |
Gross |
Total Unrealized Appreciation (Depreciation) |
$102,172,891 |
$20,709,166 |
$(3,816,058) |
$16,893,108 |
20
FINANCIAL STATEMENTS | March 31, 2025
CLIFFORD CAPITAL PARTNERS FUND
Notes to Financial Statements - continuedMarch 31, 2025 (unaudited)
NOTE 5 –TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
Capital stock transactions were:
|
|
Six Months ended March 31, 2025 |
| ||||
|
|
Investor Class |
|
Institutional Class |
|
Super Institutional Class |
|
Shares sold |
|
938 |
|
439,403 |
|
— |
|
Shares reinvested |
|
381 |
|
74,212 |
|
22 |
|
Shares redeemed |
|
(1,014 |
) |
(690,347 |
) |
— |
|
Net increase (decrease) |
|
305 |
|
(176,732 |
) |
22 |
|
|
| ||||||
|
|
Year ended September 30, 2024 |
| ||||
|
|
Investor Class |
|
Institutional Class |
|
Super Institutional Class |
|
Shares sold |
|
1,094 |
|
1,059,505 |
|
1,148 |
|
Shares reinvested |
|
1,489 |
|
269,447 |
|
36 |
|
Shares redeemed |
|
(2,076 |
) |
(1,780,739 |
) |
(1,148 |
) |
Net increase (decrease) |
|
507 |
|
(451,787 |
) |
36 |
|
NOTE 6 – RISKS OF INVESTING IN THE FUND
It is important that you closely review and understand the risks of investing in the Fund. The Fund’s 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 Fund, and the Fund could underperform other investments. There is no guarantee that the Fund will meet its investment objective. An investment in the Fund 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 Fund’s prospectus under the heading “Principal Risks.”
NOTE 7 – SUBSEQUENT EVENTS
Management has evaluated all transactions and events subsequent to the date of the Statement of Assets and Liabilities through the date on which these financial statements were issued and available, and noted no additional items require disclosure.
21
FINANCIAL STATEMENTS | March 31, 2025
CLIFFORD CAPITAL PARTNERS FUND
Supplemental Information (unaudited)
Changes in and disagreements with accountants for open-end management investment companies.
Not applicable.
Proxy disclosures for open-end management investment companies.
Not applicable.
Remuneration paid to Directors, Officers, and others of open-end management investment companies.
See the Statement of Operations and Note 2 for remuneration paid to Officers. See the Statement of Operations for remuneration paid to Trustees.
Statement Regarding Basis for Approval of Investment Advisory Agreement.
Not applicable.
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. |
Reference Item 7, Note 2 which includes remuneration paid to Officers and the Statements of Operations which include remuneration paid to Trustees.
ITEM 11. | STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT. |
Not applicable.
ITEM 12. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable because it is not a closed-end management investment company.
ITEM 13. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable because it is not a closed-end management investment company.
ITEM 14. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable because it is not a closed-end management investment company.
ITEM 15. | 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 16. | 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 17. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable because it is not a closed-end management investment company.
ITEM 18. | RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. |
Not applicable.
ITEM 19. | EXHIBITS. |
(a)(1) | Code of Ethics in response to Item 2 of this Form N-CSR – Not applicable. |
(a)(2) | Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act of 1934 – Not applicable. |
(a)(3) | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
(a)(3)(1) | Any written solicitation to purchase securities under Rule 23c-1 under the Investment Company Act of 1940 – Not applicable. |
(a)(3)(2) | Change in the 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 6, 2025 |
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 6, 2025 | |
By (Signature and Title)*: | /s/ Ann MacDonald |
Ann MacDonald Principal Financial Officer | |
Date: June 6, 2025 |
* Print the name and title of each signing officer under his or her signature.