Securities Act File No. 333-151672
Investment Company Act File No. 811-22208
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 371 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [X]
Amendment No. 372 [X]
VALUED ADVISERS TRUST
(Exact Name of Registrant as Specified in Charter)
225 Pictoria Dr., Suite 450, Cincinnati, Ohio 45246
(Address of Principal Executive Offices, Zip Code)
Registrant's Telephone Number, including Area Code: (513) 587-3400
Capitol Services, Inc.
108 Lakeland Ave., Dover, Delaware 19901
(Name and Address of Agent for Service)
With Copies to:
John M. Ford
Troutman Pepper Hamilton Sanders LLP
3000 Two Logan Square
Philadelphia, PA 19103
It is proposed that this filing will become effective:
[ ] immediately upon filing pursuant to paragraph
(b);
[X] on October 11, 2022 pursuant to paragraph (b);
[ ] 60 days after filing pursuant to paragraph (a)(1);
[ ] on (date) pursuant to paragraph (a)(1);
[ ] 75 days after filing pursuant to paragraph (a)(2);
or
[ ] on (date) pursuant to paragraph (a)(2) of rule
485.
If appropriate, check the following box:
[X] This post-effective amendment designates a new
effective date for a previously filed post-effective amendment.
EXPLANATORY NOTE
This Post-Effective Amendment No. 371 to the registration statement
on Form N-1A for Valued Advisers Trust (the “Registrant”) is being filed under Rule 485(b) under the Securities Act of
1933, as amended, for the purpose of extending the effective date of Post-Effective Amendment No. 370 from September 27, 2022 to
October 11, 2022 for the Registrant’s series known as Kovitz Core Equity ETF. This amendment incorporates by reference the
Prospectus and Statement of Additional Information contained in Post-Effective Amendment No. 370 that was filed with the Securities
and Exchange Commission on June 24, 2022.
PART C
FORM N-1A
OTHER INFORMATION
(a)(1) |
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Certificate of Trust - Incorporated by reference to Registrant’s Registration Statement on Form N-1A filed June 16, 2008 (File No. 811-22208). |
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(a)(2) |
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Agreement and Declaration of Trust – Incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 filed October 6, 2008 (File No. 811-22208). |
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(a)(3) |
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Amended Schedule A to the Agreement and Declaration of Trust – Incorporated by reference to Registrant’s Post-Effective Amendment No. 370 filed June 24, 2022 (File No. 811-22208 ). |
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(b)(1) |
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Bylaws – Incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 filed October 6, 2008 (File No. 811-22208). |
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(b)(2) |
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Amendment, dated September 22, 2009, to Bylaws – Incorporated by reference to Registrant’s Post-Effective Amendment No. 13 filed March 16, 2010 (File No. 811-22208). |
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(c) |
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Certificates for shares are not issued. Provisions of the Agreement and Declaration of Trust define the rights of holders of shares of the Trust – Incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 filed October 6, 2008 (File No. 811-22208). |
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(d)(1) |
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Investment Advisory Agreement between the Trust and Summitry LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 159 filed May 30, 2014 (File No. 811-22208). |
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(d)(2) |
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Amendment to the Investment Advisory Agreement between the Trust and Summitry LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 328 filed May 29, 2020 (File No. 811-22208). |
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(d)(3) |
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Investment Advisory Agreement between the Trust and Long Short Advisors, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 19 filed June 29, 2010 (File No. 811-22208). |
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(d)(4) |
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Investment Subadvisory Agreement between Long Short Advisors, LLC and Prospector Partners, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 216 filed September 25, 2015 (File No. 811-22208). |
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(d)(5) |
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Investment Advisory Agreement between the Trust and Kovitz Investment Group Partners, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 265 filed September 20, 2017 (File No. 811-22208). |
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(d)(6) |
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Investment Advisory Agreement between the Trust and Foundry Partners, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 242 filed August 30, 2016 (File No. 811-22208). |
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(d)(7) |
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Investment Advisory Agreement between the Trust and SMI Advisory Services, LLC, with respect to the SMI Dynamic Allocation Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 100 filed February 20, 2013 (File No. 811-22208). |
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(d)(8) |
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Investment Advisory Agreement between the Trust and SMI Advisory Services, LLC, with respect to the Sound Mind Investing Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 101 filed February 22, 2013 (File No. 811-22208). |
(d)(9) |
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Investment Advisory Agreement between the Trust and SMI Advisory Services, LLC, with respect to the SMI Multi-Strategy Fund (formerly known as the Sound Mind Investing Balanced Fund, the SMI Conservative Allocation Fund, and the SMI 50/40/10 Fund) – Incorporated by reference to Registrant’s Post-Effective Amendment No. 101 filed February 22, 2013 (File No. 811-22208). |
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(d)(10) |
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Investment Advisory Agreement between the Trust and Bradley, Foster & Sargent, Inc. – Incorporated by reference to Registrant’s Post-Effective Amendment No. 126 filed September 23, 2013 (File No. 811-22208). |
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(d)(11) |
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Investment Advisory Agreement between the Trust and Dana Investment Advisors, Inc. with respect to the Dana Large Cap Equity Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 132 filed October 28, 2013 (File No. 811-22208). |
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(d)(12) |
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Amendment to the Investment Advisory Agreement between the Trust and Dana Investment Advisors, Inc. with respect to the Dana Large Cap Equity Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 296 filed August 31, 2018 (File No. 811-22208). |
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(d)(13) |
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Investment Advisory Agreement between the Trust and Dana Investment Advisors, Inc. with respect to the Dana Epiphany ESG Small Cap Equity Fund (formerly known as the Dana Small Cap Equity Fund) – Incorporated by reference to Registrant’s Post-Effective Amendment No. 222 filed November 2, 2015 (File No. 811-22208). |
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(d)(14) |
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Amendment to the Investment Advisory Agreement between the Trust and Dana Investment Advisors, Inc. with respect to the Dana Epiphany ESG Small Cap Equity Fund (formerly known as the Dana Small Cap Equity Fund) – Incorporated by reference to Registrant’s Post-Effective Amendment No. 296 filed August 31, 2018 (File No. 811-22208). |
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(d)(15) |
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Investment Advisory Agreement between the Trust and Belmont Capital, LLC dba Belmont Capital Group with respect to the Belmont Theta Income Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 288 filed April 16, 2018 (File No. 811-22208). |
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(d)(16) |
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Investment Advisory Agreement between the Trust and Dana Investment Advisors, Inc. with respect to the Dana Epiphany ESG Equity Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 306 filed February 28, 2019 (File No. 811-22208). |
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(d)(17) |
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Investment Advisory Agreement between the Trust and Channing Capital Management, LLC with respect to the Channing Intrinsic Value Small Cap Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 346 filed May 10, 2021 (File No. 811-22208). |
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(d)(18) |
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Investment Advisory Agreement between the Trust and Globescan Capital Inc. dba GCI Investors with respect to the Genuine Investors ETF – Incorporated by reference to Registrant’s Post-Effective Amendment No. 359 filed November 17, 2021 (File No. 811-22208). |
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(d)(19) |
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Investment Advisory Agreement between the Trust and Millbank Dartmoor Portsmouth LLC with respect to the MDP Low Volatility Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 366 filed March 9, 2022 (File No. 811-22208). |
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(d)(20) |
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Investment Advisory Agreement between the Trust and Kovitz Investment Group Partners, LLC with respect to the Kovitz Core Equity ETF – To be filed. |
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(e)(1) |
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Distribution Agreement among the Trust, Ultimus Fund Distributors, LLC, and Kovitz Investment Group Partners, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 319 filed February 28, 2020 (File No. 811-22208). |
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(e)(3) |
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Distribution Agreement among the Trust, Ultimus Fund Distributors, LLC, and Dana Investment Advisors, Inc. – Incorporated by reference to Registrant’s Post-Effective Amendment No. 319 filed February 28, 2020 (File No. 811-22208). |
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(e)(4) |
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Distribution Agreement among the Trust, Ultimus Fund Distributors, LLC and Foundry Partners, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 319 filed February 28, 2020 (File No. 811-22208). |
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(e)(5) |
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Distribution Agreement among the Trust, Ultimus Fund Distributors, LLC and Summitry LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 319 filed February 28, 2020 (File No. 811-22208). |
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(e)(6) |
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Amendment to the Distribution Agreement among the Trust, Ultimus Fund Distributors, LLC and Summitry LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 328 filed May 29, 2020 (File No. 811-22208). |
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(e)(7) |
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Distribution Agreement among the Trust, Ultimus Fund Distributors, LLC and Bradley, Foster & Sargent, Inc. – Incorporated by reference to Registrant’s Post-Effective Amendment No. 319 filed February 28, 2020 (File No. 811-22208). |
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(e)(8) |
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Distribution Agreement between Ultimus Fund Distributors, LLC and Long Short Advisors, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 319 filed February 28, 2020 (File No. 811-22208). |
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(e)(9) |
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Distribution Agreement between the Trust and Ultimus Fund Distributors, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 346 filed May 10, 2021 (File No. 811-22208). |
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(e)(10) |
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Amended Schedule A to the Distribution Agreement between the Trust and Ultimus Fund Distributors, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 366 filed March 9, 2022 (File No. 811-22208). |
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(e)(11) |
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Distribution Agreement between the Trust and Northern Lights Distributors, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 359 filed November 17, 2021 (File No. 811-22208). |
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(e)(12) |
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Amended Schedule A to the Distribution Agreement between the Trust and Northern Lights Distributors, LLC – To be filed. |
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(f) |
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Not applicable. |
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(g)(1) |
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Custody Agreement between the Trust and Huntington National Bank – Incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 filed October 6, 2008 (File No. 811-22208). |
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(g)(2) |
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Amended Appendix B to the Custody Agreement between the Trust and Huntington National Bank – Incorporated by reference to Registrant’s Post-Effective Amendment No. 328 filed May 29, 2020 (File No. 811-22208). |
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(g)(3) |
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Amended Appendix D to the Custody Agreement between the Trust and Huntington National Bank – Incorporated by reference to Registrant’s Post-Effective Amendment No. 19 filed June 29, 2010 (File No. 811-22208). |
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(g)(7) |
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Amendment No. 3 to the Custody Agreement between the Trust and US Bank, N.A. – Incorporated by reference to Registrant’s Post-Effective Amendment No. 366 filed March 9, 2022 (File No. 811-22208). |
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(g)(8) |
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Custodian and Transfer Agent Agreement between the Trust and Brown Brothers Harriman & Co. – Incorporated by reference to Registrant’s Post-Effective Amendment No. 359 filed November 17, 2021 (File No. 811-22208). |
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(h)(1) |
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Master Services Agreement between the Trust and Ultimus Fund Solutions, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 288 filed April 16, 2018 (File No. 811-22208). |
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(h)(2) |
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First Amendment to the Master Services Agreement between the Trust and Ultimus Fund Solutions, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 311 filed May 31, 2019 (File No. 811-22208). |
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(h)(3) |
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Second Amendment to the Master Services Agreement between the Trust and Ultimus Fund Solutions, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 319 filed February 28, 2020 (File No. 811-22208). |
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(h)(4) |
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Amendment to the Fund Administration Addendum to the Master Services Agreement between the Trust and Ultimus Fund Solutions, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 311 filed May 31, 2019 (File No. 811-22208). |
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(h)(5) |
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Amended Schedule A to the Master Services Agreement between the Trust and Ultimus Fund Solutions, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 366 filed March 9, 2022 (File No. 811-22208). |
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(h)(6) |
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ETF Master Services Agreement between the Trust and Ultimus Fund Solutions, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 359 filed November 17, 2021 (File No. 811-22208). |
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(h)(7) |
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Amended Schedule A to the ETF Master Services Agreement between the Trust and Ultimus Fund Solutions, LLC – To be filed. |
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(h)(8) |
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Amended Expense Limitation Agreement between the Trust and Long Short Advisors, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 356 filed September 28, 2021 (File No. 811-22208). |
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(h)(9) |
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Amended Expense Limitation Agreement between the Trust and Kovitz Investment Group Partners, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 363 filed February 28, 2022 (File No. 811-22208). |
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(h)(10) |
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Amended and Restated Expense Limitation Agreement between the Trust and Foundry Partners, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 362 filed February 28, 2022 (File No. 811-22208). |
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(h)(15) |
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Amended Expense Limitation Agreement between the Trust and Summitry LLC with respect to the Summitry Equity Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 369 filed May 31, 2022 (File No. 811-22208 ). |
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(h)(16) |
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Amended Expense Limitation Agreement between the Trust and Belmont Capital, LLC dba Belmont Capital Group with respect to the Belmont Theta Income Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 367 filed May 31, 2022 (File No. 811-22208). |
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(h)(17) |
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Amended and Restated Expense Limitation Agreement between the Trust and Dana Investment Advisors, Inc. with respect to the Dana Epiphany ESG Equity Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 361 filed February 28, 2022 (File No. 811-22208). |
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(h)(18) |
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Expense Limitation Agreement between the Trust and Channing Capital Management, LLC with respect to the Channing Intrinsic Value Small Cap Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 346 filed May 10, 2021 (File No. 811-22208). |
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(h)(19) |
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Expense Limitation Agreement between the Trust and GCI Investors with respect to the Genuine Investors ETF – Incorporated by reference to Registrant’s Post-Effective Amendment No. 359 filed November 17, 2021 (File No. 811-22208). |
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(h)(20) |
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Expense Limitation Agreement between the Trust and Millbank Dartmorr Portsmouth LLC with respect to the MDP Low Volatility Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 366 filed March 9, 2022 (File No. 811-22208). |
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(i)(1) |
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Opinion and Consent of Husch Blackwell Sanders LLP, Legal Counsel, with respect to Golub Group Equity Fund (now known as Summitry Equity Fund) – Incorporated by reference to Registrant’s Post-Effective Amendment No. 5 filed March 10, 2009 (File No. 811-22208). |
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(i)(2) |
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Opinion and Consent of the Law Offices of John H. Lively & Associates, Inc., Legal Counsel, with respect to LS Opportunity Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 19 filed June 29, 2010 (File No. 811-22208). |
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(i)(3) |
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Opinion and Consent of the Law Offices of John H. Lively & Associates, Inc., Legal Counsel, with respect to the Green Owl Intrinsic Value Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 53 filed November 10, 2011 (File No. 811-22208). |
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(i)(4) |
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Opinion and Consent of the Law Offices of John H. Lively & Associates, Inc., Legal Counsel, with respect to the Dreman Contrarian Small Cap Value Fund (now known as the Foundry Partners Fundamental Small Cap Value Fund) – Incorporated by reference to Registrant’s Post-Effective Amendment No. 104 filed February 28, 2013 (File No. 811-22208). |
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(i)(5) |
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Opinion and Consent of the Law Offices of John H. Lively & Associates, Inc., Legal Counsel, with respect to the SMI Dynamic Allocation Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 100 filed February 20, 2013 (File No. 811-22208). |
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(i)(6) |
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Opinion and Consent of the Law Offices of John H. Lively & Associates, Inc., Legal Counsel with respect to the Sound Mind Investing Fund and the Sound Mind Investing Balanced Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 103 filed February 28, 2013 (File No. 811-22208). |
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(i)(7) |
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Opinion and Consent of the Law Offices of John H. Lively & Associates, Inc., Legal Counsel, with respect to the BFS Equity Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 126 filed September 23, 2013 (File No. 811-22208). |
(i)(8) |
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Opinion and Consent of the Law Offices of John H. Lively & Associates, Inc., Legal Counsel, with respect to the Dana Large Cap Equity Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 132 filed October 28, 2013 (File No. 811-22208). |
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(i)(9) |
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Opinion and Consent of the Law Offices of John H. Lively & Associates, Inc., Legal Counsel, with respect to the SMI 50/40/10 Fund (now known as the SMI Multi-Strategy Fund) – Incorporated by reference to Registrant’s Post-Effective Amendment No. 289 filed April 30, 2018 (File No. 811-22208). |
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(i)(10) |
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Opinion and Consent of the Law Offices of John H. Lively & Associates, Inc., Legal Counsel, with respect to the Dana Small Cap Equity Fund (now known as the Dana Epiphany ESG Small Cap Equity Fund) – Incorporated by reference to Registrant’s Post-Effective Amendment No. 222 filed November 2, 2015 (File No. 811-22208). |
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(i)(11) |
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Opinion and Consent of the Law Offices of John H. Lively & Associates, Inc., Legal Counsel, with respect to the Belmont Theta Income Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 288 filed April 16, 2018 (File No. 811-22208). |
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(i)(12) |
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Opinion and Consent of the Law Offices of John H. Lively & Associates, Inc., Legal Counsel, with respect to the merger of the SMI Conservative Allocation Fund and the SMI 50/40/10 Fund (now known as the SMI Multi-Strategy Fund) – Incorporated by reference to Registrant’s Post-Effective Amendment No. 289 filed April 30, 2018 (File No. 811-22208). |
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(i)(13) |
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Tax Opinion and Consent of the Law Offices of John H. Lively & Associates, Inc., Legal Counsel, with respect to the merger of the SMI Conservative Allocation Fund and the SMI 50/40/10 Fund (now known as the SMI Multi-Strategy Fund) – Incorporated by reference to Registrant’s Post-Effective Amendment No. 289 filed April 30, 2018 (File No. 811-22208). |
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(i)(14) |
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Opinion and Consent of Stradley Ronon Stevens & Young, LLP, Legal Counsel, with respect to the Dana Epiphany ESG Equity Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 301 filed November 16, 2018 (File No. 811-22208). |
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(i)(15) |
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Opinion and Consent of Troutman Pepper Hamilton Sanders LLP, Legal Counsel, with respect to the Channing Intrinsic Value Small-Cap Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 338 filed February 24, 2021 (File No. 811-22208). |
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(i)(16) |
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Opinion and Consent of Troutman Pepper Hamilton Sanders LLP, Legal Counsel, with respect to the Genuine Investors ETF – Incorporated by reference to Registrant’s Post-Effective Amendment No. 354 filed August 6, 2021 (File No. 811-22208). |
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(i)(17) |
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Opinion and Consent of Troutman Pepper Hamilton Sanders LLP, Legal Counsel, with respect to the MDP Low Volatility Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 360 filed December 17, 2021 (File No. 811-22208). |
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(i)(18) |
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Opinion and Consent of Troutman Pepper Hamilton Sanders LLP, Legal Counsel, with respect to the Kovitz Core Equity ETF – Incorporated by reference to Registrant’s Post-Effective Amendment No. 370 filed June 24, 2022 (File No. 811-22208 ). |
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(j)(1) |
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Consent of Cohen & Company, Ltd., Independent Public Accountants, with respect to Summitry Equity Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 369 filed May 31, 2022 (File No. 811-22208 ). |
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(j)(2) |
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Consent of Cohen & Company, Ltd., Independent Public Accountants, with respect to LS Opportunity Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 356 filed September 28, 2021 (File No. 811-22208). |
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(j)(3) |
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Consent of Cohen & Company, Ltd., Independent Public Accountants, with respect to the Green Owl Intrinsic Value Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 363 filed February 28, 2022 (File No. 811-22208). |
(j)(4) |
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Consent of Cohen & Company, Ltd., Independent Public Accountants, with respect to the Foundry Partners Fundamental Small Cap Value Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 362 filed February 28, 2022 (File No. 811-22208). |
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(j)(5) |
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Consent of Cohen & Company, Ltd., Independent Public Accountants, with respect to the Sound Mind Funds – Incorporated by reference to Registrant’s Post-Effective Amendment No. 364 filed February 28, 2022 (File No. 811-22208). |
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(j)(6) |
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Consent of Cohen & Company, Ltd., Independent Public Accountants, with respect to the BFS Equity Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 355 filed September 28, 2021 (File No. 811-22208). |
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(j)(7) |
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Consent of Cohen & Company, Ltd., Independent Public Accountants, with respect to the Dana Funds – Incorporated by reference to Registrant’s Post-Effective Amendment No. 360 filed February 28, 2022 (File No. 811-2208). |
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(j)(8) |
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Consent of Cohen & Company, Ltd., Independent Public Accountants, with respect to the Belmont Theta Income Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 367 filed May 31, 2022 (File No. 811-2208). |
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(j)(9) |
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Consent of BBD, LLP, Independent Public Accountants, with respect to the Dana Epiphany ESG Equity Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 303 filed February 28, 2019 (File No. 811-22208). |
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(j)(10) |
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Consent of Cohen & Company, Ltd., Independent Public Accountants, with respect to the Channing Intrinsic Value Small Cap Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 368 filed May 31, 2021 (File No. 811-22208). |
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(j)(11) |
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Consent of Cohen & Company, Ltd., Independent Public Accountants, with respect to the Genuine Investors ETF – Incorporated by reference to Registrant’s Post-Effective Amendment No. 359 filed November 17, 2021 (File No. 811-22208). |
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(j)(12) |
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Consent of Cohen & Company, Ltd., Independent Public Accountants, with respect to the MDP Low Volatility Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 366 filed March 9, 2022 (File No. 811-22208). |
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(k) |
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Not applicable. |
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(n)(2) |
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Rule 18f-3 Plan for Dana Large Cap Equity Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 132 filed October 28, 2013 (File No. 811-22208). |
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(n)(3) |
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Rule 18f-3 Plan for MDP Low Volatility Fund – Incorporated by reference to Registrant’s Post-Effective Amendment No. 366 filed March 9, 2022 (File No. 811-22208). |
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(o) |
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Reserved. |
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(p)(1) |
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Code of Ethics for the Trust – Incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 filed October 6, 2008 (File No. 811-22208). |
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(p)(2) |
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Code of Ethics for Summitry LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 328 filed May 29, 2020 (File No. 811-22208). |
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(p)(3) |
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Code of Ethics for Long Short Advisors, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 356 filed September 28, 2021 (File No. 811-22208). |
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(p)(4) |
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Code of Ethics for Ultimus Fund Distributors, LLC and Northern Lights Distributors, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 346 filed May 10, 2021 (File No. 811-22208). |
|
|
|
(p)(5) |
|
Code of Ethics for Kovitz Investment Group Partners, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 363 filed February 28, 2022 (File No. 811-22208). |
|
|
|
(p)(6) |
|
Code of Ethics for Foundry Partners, LLC - Incorporated by reference to Registrant’s Post-Effective Amendment No. 340 filed February 26, 2021 (File No. 811-22208). |
|
|
|
(p)(7) |
|
Code of Ethics for SMI Advisory Services, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 332 filed September 28, 2020 (File No. 811-22208). |
|
|
|
(p)(8) |
|
Code of Ethics for Bradley, Foster & Sargent, Inc. – Incorporated by reference to Registrant’s Post-Effective Amendment No. 332 filed September 28, 2020 (File No. 811-22208). |
|
|
|
(p)(9) |
|
Code of Ethics for Dana Investment Advisors, Inc. – Incorporated by reference to Registrant’s Post-Effective Amendment No. 332 filed September 28, 2020 (File No. 811-22208). |
|
|
|
(p)(10) |
|
Code of Ethics for Prospector Partners, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 332 filed September 28, 2020 (File No. 811-22208). |
|
|
|
(p)(11) |
|
Code of Ethics for Belmont Capital, LLC dba Belmont Capital Group – Incorporated by reference to Registrant’s Post-Effective Amendment No. 348 filed May 28, 2021 (File No. 811-22208). |
|
|
|
(p)(12) |
|
Code of Ethics for Channing Capital Management, LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 346 filed May 10, 2021 (File No. 811-22208). |
|
|
|
(p)(13) |
|
Code of Ethics for GCI Investors – Incorporated by reference to Registrant’s Post-Effective Amendment No. 359 filed November 17, 2021 (File No. 811-22208). |
|
|
|
(p)(14) |
|
Code of Ethics for Millbank Dartmoor Portsmouth LLC – Incorporated by reference to Registrant’s Post-Effective Amendment No. 366 filed March 9, 2022 (File No. 811-22208). |
|
|
|
(q) |
|
Powers of Attorney – Incorporated by reference to Registrant’s Post-Effective Amendment No. 367 file May 31, 2022 (File No. 811-22208). |
ITEM 29. |
Persons Controlled by or Under Common Control with the Registrant. |
No person is controlled
by or under common control with the Registrant.
ITEM 30. |
Indemnification. |
Reference is made
to the Registrant’s Declaration of Trust, which is filed herewith. The following is a summary of certain indemnification provisions
therein.
A person who is or
was a Trustee, officer, employee or agent of the Registrant, or is or was serving at the request of the Trustees as a director, trustee,
partner, officer, employee or agent of a corporation, trust, partnership, joint venture or other enterprise shall be indemnified by the
Trust to the fullest extent permitted by the Delaware Statutory Trust Act, as such may be amended from time to time, the Registrant’s
Bylaws and other applicable law. In case any shareholder or former shareholder of the Registrant shall be held to be personally liable
solely by reason of his being or having been a shareholder of the Registrant or any series or class of the Registrant and not because
of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators or other
legal representatives, or, in the case of a corporation or other entity, its corporate or general successor) shall be entitled, out of
the assets belonging to the applicable series (or allocable to the applicable class), to be held harmless from and indemnified against
all loss and expense arising from such liability in accordance with the Registrant’s Bylaws and applicable law.
Insofar as indemnification
for liability arising under the Securities Act of 1933 (the “1933 Act”) may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event a claim
for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defenses of any action, suite or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of counsel the matter
has been settled by controlling precedent, submit to court of appropriate jurisdiction the question whether such indemnification by it
is against
public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such issue.
ITEM 31. |
Business and Other Connections of the Investment Adviser. |
See the Trust’s
various prospectuses and the statements of additional information for the activities and affiliations of the officers and directors of
the investment advisers of the Registrant (the “Advisers”). Except as so provided, to the knowledge of Registrant, none of
the directors or executive officers of the Advisers is or has been at any time during the past two fiscal years engaged in any other business,
profession, vocation or employment of a substantial nature. The Advisers currently serve as investment advisers to other institutional
and individual clients.
ITEM 32. |
Principal Underwriters. |
|
1. |
Ultimus Fund Distributors, LLC |
|
(a) |
Ultimus Fund Distributors, LLC also serves as a principal underwriter for the following investment companies: AlphaMark Investment Trust, ALTI Private Equity Access Fund, Bruce Fund, Inc., CM Advisors Family of Funds, Caldwell & Orkin Funds, Inc., Cantor Fitzgerald Sustainable Infrastructure Fund, Cantor Select Portfolios Trust, Capitol Series Trust, Centaur Mutual Funds Trust, Chesapeake Investment Trust, Commonwealth International Series Trust, Conestoga Funds, Connors Funds, Copley Fund Inc., Cross Shore Discovery Fund, Dynamic Alternatives Fund, Eubel Brady & Suttman Mutual Fund Trust, Fairway Private Equity & Venture Capital Opportunities Fund, F/m Funds Trust, HC Capital Trust, Hussman Investment Trust, Index Funds, James Alpha Funds Trust, Lind Capital Partners Municipal Credit Income Fund, MSS Series Trust, Oak Associates Funds, Papp Investment Trust, Peachtree Alternative Strategies Fund, Red Cedar Fund Trust, Schwartz Investment Trust, Segall Bryant & Hamill Trust, The Cutler Trust, The Investment House Funds, Ultimus Managers Trust, Unified Series Trust, VELA Funds, Volumetric Fund, Waycross Independent Trust, Williamsburg Investment Trust, and Yorktown Funds. |
|
(b) |
The officers of Ultimus Fund Distributors, LLC are as follows: |
Name* |
|
Title |
|
Position with Trust |
Kevin M. Guerette* |
|
President |
|
None |
|
|
|
|
|
Stephen L. Preston* |
|
Vice President, Chief Compliance Officer, Financial Operations Principal, and Anti-Money Laundering Compliance Officer |
|
AML Officer |
|
|
|
|
|
Melvin Van Cleave* |
|
Chief Information Security Officer |
|
None |
|
|
|
|
|
Douglas K. Jones* |
|
Vice President |
|
None |
|
* |
The principal business address of these individuals is 225 Pictoria Dr., Suite 450, Cincinnati, OH 45246 |
|
2. |
Northern Lights Distributors, LLC |
|
(a) |
Northern Lights Distributors, LLC also serves as a principal underwriter for the following investment companies: AdvisorOne Funds, Arrow DWA Tactical ETF, Arrow QVM Equity Factor ETF, Arrow Reserve Capital Management ETF, Arrow ETF Trust, Arrow Dogs of the World ETF, Arrow DWA Country Rotation ETF, Boyar Value Fund, Inc., Capitol Series Trust, Copeland Trust, Humankind Benefit Corporation, Miller Investment Trust, Mutual Fund and Variable Insurance Trust, Mutual Fund Series Trust, New Age Alpha Trust, North Country Funds, Northern Lights Fund Trust, Northern Lights Fund Trust II, Northern Lights Fund Trust III, Northern Lights Fund Trust IV, Northern Lights Variable Trust, OCM Mutual Fund, PREDEX, Princeton Private Investment Access Fund, The Saratoga Advantage Trust, Tributary Funds, Inc., Two Roads Shared Trust, Ultimus Managers Trust, Uncommon Investment Funds Trust, and Unified Series Trust. |
|
(b) |
The officers of Northern Lights Distributors, LLC are as follows: |
Name* |
|
Title |
|
Position with Trust |
Kevin M. Guerette* |
|
President |
|
None |
|
|
|
|
|
Bill Strait* |
|
Secretary, General Counsel, and Manager |
|
None |
|
|
|
|
|
Stephen L. Preston* |
|
Treasurer, Chief Compliance Officer, Financial Operations Principal, and Anti-Money Laundering Compliance Officer |
|
AML Officer |
|
|
|
|
|
David James* |
|
Manager |
|
None |
|
|
|
|
|
Melvin Van Cleave* |
|
Chief Information Security Officer |
|
None |
* |
The principal business address of these individuals is 4221 North 203rd Street, Suite 100, Elkhorn, NE 68022-3474. |
ITEM 33. |
Location Of Accounts And Records. |
The accounts, books
or other documents of the Registrant required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and
the rules promulgated thereunder are kept in several locations:
|
(a) |
Huntington National Bank, 41 South High Street, Columbus, Ohio 43215 (records relating to its functions as custodian for Summitry Equity Fund, Green Owl Intrinsic Value Fund, Foundry Partners Fundamental Small Cap Value Fund, BFS Equity Fund, Dana Large Cap Equity Fund, Dana Epiphany ESG Small Cap Equity Fund, Dana Epiphany ESG Equity Fund, Sound Mind Investing Fund, SMI Dynamic Allocation Fund, and SMI Multi-Strategy Fund). |
|
|
|
|
(b) |
US Bank, N.A., 1555 N. Rivercenter Drive, Milwaukee, WI 53212 (records relating to its functions as custodian for LS Opportunity Fund, Channing Intrinsic Value Small-Cap Fund, and MDP Low Volatility Fund). |
|
|
|
|
(c) |
Summitry LLC, 919 Hillsdale Blvd, Suite 150, Foster City, CA 94404 (records relating to its function as the investment adviser to Summitry Equity Fund). |
|
|
|
|
(d) |
Long Short Advisors, LLC, 3330 Fairchild Gardens Avenue, Suite 30428, Palm Beach Gardens, FL 33410 (records relating to its function as the investment adviser to LS Opportunity Fund). |
|
|
|
|
(e) |
Ultimus Fund Solutions, LLC, 225 Pictoria Dr., Suite 450, Cincinnati, Ohio 45246 (records relating to its function as transfer agent, fund accountant, and administrator for the Trust). |
|
|
|
|
(f) |
Kovitz Investment Group Partners, LLC, 71 S. Wacker Dr., Suite 1860, Chicago, IL 60606 (records relating to its function as investment adviser to Green Owl Intrinsic Value Fund and the Kovitz Core Equity ETF). |
|
|
|
|
(g) |
Foundry Partners, LLC, 323 Washington Ave North, Suite 360, Minneapolis, MN 55401 (records relating to its function as investment adviser to Foundry Partners Fundamental Small Cap Value Fund). |
|
|
|
|
(h) |
SMI Advisory Services, LLC, 4400 Ray Boll Blvd. Columbus, IN 47203 (records relating to its function as investment adviser to the Sound Mind Funds). |
|
(i) |
Bradley, Foster & Sargent, Inc., 185 Asylum St., City Place II, Hartford, Connecticut 06103 (records relating to its function as investment adviser to the BFS Equity Fund). |
|
|
|
|
(j) |
Dana Investment Advisors, Inc., 20700 Swenson Drive, Suite 400, Waukesha, Wisconsin 53186 (records relating to its function as investment adviser to the Dana Funds). |
|
|
|
|
(k) |
Prospector Partners, LLC, 370 Church Street, Guilford, Connecticut 06437 (records relating to its function as subadviser to the LS Opportunity Fund). |
|
|
|
|
(l) |
Belmont Capital, LLC d/b/a Belmont Capital Group, 1875 Century Park E., Suite 1780, Los Angeles, California 90067 (records relating to its function as investment adviser to the Belmont Theta Income Fund). |
|
|
|
|
(m) |
Ultimus Fund Distributors, LLC, 225 Pictoria Dr., Suite 450, Cincinnati, Ohio 45246 (records relating to its function as distributor to certain series of the Trust). |
|
(n) |
Channing Capital Management, LLC, 10 S. LaSalle Street, Suite 2401, Chicago, IL 60603 (records relating to its function as investment adviser to the Channing Intrinsic Value Small-Cap Fund). |
|
|
|
|
(o) |
Globescan Capital Inc dba GCI Investors, 7880 San Felipe St., Houston, TX 77063 (records relating to its function as investment adviser to the Genuine Investors ETF). |
|
|
|
|
(p) |
Millbank Dartmoor Portsmouth LLC, 22 Pack Square, Suite 401, Asheville, NC, 28801 (records relating to its function as investment adviser to the MDP Low Volatility Fund). |
|
|
|
|
(q) |
Northern Lights Distributors, LLC, 4221 North 203rd Street, Suite 100, Elkhorn, NE 68022-3474 (records relating to its function as distributor to certain series of the Trust). |
|
|
|
|
(r) |
Brown Brothers Harriman & Co, 50 Post Office Square, Boston, MA 02110 (records relating to its function as custodian for Genuine Investors ETF and Kovitz Core Equity ETF). |
ITEM 34. |
Management Services. |
Not Applicable.
Not Applicable.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933 (“Securities Act”) and the Investment Company Act of 1940, the Registrant certifies that it
meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act and has
duly caused this Post-Effective Amendment No. 371 to the Registrant’s Registration Statement to be signed on its behalf by the undersigned,
duly authorized, in the City of Cincinnati, and State of Ohio on this 26th day of September 2022.
|
VALUED ADVISERS TRUST |
|
|
|
|
|
By: |
* |
|
|
|
Matthew J. Miller, President |
|
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the
date indicated.
* |
|
September 26, 2022 |
Andrea N. Mullins, Trustee |
|
Date |
|
|
|
|
* |
|
September 26, 2022 |
Ira Cohen, Trustee |
|
Date |
|
|
|
* |
|
September 26, 2022 |
Mark J. Seger, Trustee |
|
Date |
|
|
|
|
/s/ Zachary P. Richmond |
|
September 26, 2022 |
Zachary P. Richmond, Treasurer and Principal |
|
Date |
Financial Officer |
|
|
|
|
|
|
* By: |
/s/ Carol J. Highsmith |
|
September 26, 2022 |
|
Carol J. Highsmith, Vice President, Attorney in Fact |
|
Date |