SEMI-ANNUAL - Vulcan Value Partners€¦ · Shareholder Letter October 31, 2016 (Unaudited) 2 Qualcomm was the largest contributor over the period, with a return of over 36%. As price

VULCAN VALUE PARTNERS FUND

VULCAN VALUE PARTNERS SMALL CAP FUND

SEMI-ANNUALOctober 31, 2016 (unaudited)

www.vulcanvaluepartners.com

Table of Contents

CONTENTS PAGE

Shareholder Letter 1

Fund Overview

Vulcan Value Partners Fund 5Vulcan Value Partners Small Cap Fund 8

Disclosure of Fund Expenses


Statements of Investments


Statements of Assets and Liabilities 18

Statements of Operations 19

Statements of Changes in Net Assets


Financial Highlights


Notes to Financial Statements 26

Additional Information 34

Shareholder Letter October 31, 2016 (Unaudited)

Semi-Annual Report | October 31, 2016 1

PORTFOLIO REVIEW

General

For the six months ended October 31, 2016, Vulcan Value Partners Fund returned ‐1.34% and the Vulcan Value Partners Small Cap Fund returned 3.38%. Vulcan Value Partners Fund and Vulcan Value Partners Small Cap Fund have produced exceptional long‐term returns. As you know, we place no weight on short‐term results, good or bad, and neither should you. In fact, we have and will continue to willingly make decisions that negatively impact short‐term performance when we think we can lower risk and improve our long‐term returns. We encourage you to place more weight on our longer term historical results and a great deal of weight on our long‐term prospects.

Record low interest rates engineered by the world’s leading central banks have created an almost desperate search for yield. This monetary stimulus has caused supposedly defensive, higher dividend‐yielding stocks to become dangerously overvalued. Until recently, consumer staples companies, utilities, and Real Estate Investment Trusts (REITs) have outperformed the broader market. Valuation and, in the case of utilities, quality concerns, have kept us out of those areas. Recently, many of the companies in these sectors have begun to decline in price, but we believe they remain overvalued.

REITs deserve special mention. They just became a separate sector of the S&P 500. In the 1990’s, REITs were attractively priced. While several REITs are on our MVP list, all of them are overvalued today, in our opinion. As a group, REITs’ dividend yield is 3.2%, and they trade at just under 25 times free cash flow so their free cash flow(1) yield is approximately 4%. They are also highly leveraged. Over time, growth in rental income should approximate inflation, which the U.S. Federal Reserve is targeting at 2%. With financial leverage, REITs should be able to grow their bottom line (Funds from Operations in REIT parlance) and dividends at perhaps 4%. One other data point: Post Properties, an Atlanta based apartment REIT, recently announced that they are being acquired at roughly 26 times free cash flow, or for less than a 4% free cash flow yield. While higher quality retail and office REITs have longer leases ranging from 3 to 10 years, apartment REITs generally turn over roughly half of their units annually. So just to break even, they have to resell half of their product annually before they can grow.

Our results over the past year in particular have been held back because we refuse to buy, in our opinion, overvalued and extremely risky parts of the market. We instead allocate capital to what we believe are extremely high quality companies whose valuations are ludicrously low in comparison. As serious, long‐term investors who are required to invest in equities exclusively through Vulcan Value Partners, we would not invest our money or yours any other way. We look nothing like an index, so it is reasonable to expect us to perform nothing like an index. In the short‐run it can be painful. In the long‐run we believe your patient capital, alongside of ours, will be amply rewarded for following our investment discipline instead of following the crowd.

Vulcan Value Partners Large Cap Fund Review

In the discussion that follows, we highlight a few holdings in the Vulcan Value Partners Fund.


2 www.vulcanvaluepartners.com

Qualcomm was the largest contributor over the period, with a return of over 36%. As price and value converged, we followed our investment discipline and sold Qualcomm to redeploy capital into more discounted companies. As we mentioned earlier, until recently, REITs have outperformed the broader market. So, what if Oracle, our largest position, was a REIT? How might it be valued? Oracle has over 90% customer retention. They have long‐term contracts called licensing agreements that have inflation‐adjusted escalators. So Oracle’s revenue structure looks a lot like higher quality REITs with long‐term leases and much better than apartment REITs like Post Properties. Oracle, however, can add new services such as Cloud computing and acquire more customers without having to build new properties. In real estate terms, Oracle can grow its “occupancy” without physical constraints. We estimate that Oracle can grow its bottom line at a high upper single‐digit rate for many, many years, so let us use 8% as an estimate. Moreover, unlike REITs, which are highly leveraged, Oracle has net cash on its balance sheet. So Oracle’s estimated growth rate is twice as fast as the typical REIT without leverage. Adjusted for cash, Oracle trades at less than 11.5 times free cash flow, so its free cash flow yield is roughly 8.8%. So, Oracle, which can grow at 8%, or twice as fast as the average REIT, sells for less than half the valuation of the average REIT and less than half the valuation paid for Post Properties. Why? Oracle only has a relatively paltry 1.6% dividend yield. REITs use most of their free cash flow to pay a dividend. Oracle uses most of its free cash flow, roughly 80% in fact, to repurchase its discounted stock. This capital allocation decision is highly beneficial to us as long‐term shareholders because a dollar of dividends is only worth a dollar while a dollar of share repurchases is worth more than a dollar because Oracle’s stock is selling for less than its estimated intrinsic worth. If the market valued Oracle’s free cash flow stream, which is higher quality and growing twice as fast as the average REIT, at the same yield as the average REIT, then Oracle’s stock price would be more than twice as high as it is currently. Marriott was a new purchase during the period. Marriott International is buying Starwood Hotels and Resorts, another company we have owned in the past that worked out well for us. Marriott already has a number of global hotel brands but does not have much exposure to the boutique hotel segment that is increasingly popular with travelers. We think the combination with Starwood further enhances Marriott International’s competitive position in the industry. We sold Check Point during the period. It was also a successful investment for us. We held it for nearly four years. Over that time period its value grew nicely, and its price compounded at rates in the mid‐teens. As price and value converged, our margin of safety(2) narrowed, and we sold Check Point to reallocate capital into more discounted names.

Vulcan Value Partners Small Cap Fund Review In the discussion that follows, we highlight a few holdings in the Vulcan Value Partners Small Cap Fund. The largest contributor during the period to the Vulcan Value Partners Small Cap Fund, SAI Global, deserves special mention. SAI Global, an Australian based standards and assurance company, was up over 31% during the period. We are a forced seller as it is being acquired by Baring Private Equity Asia at a price very close to our estimate of fair value.



Fossil was a material detractor during the period. We think we are right about Fossil, but we will be the first to tell you that we are human and make mistakes. Fossil has committed substantial resources to expand into smart watches and wearables. We think they are making good decisions that will benefit long‐term shareholders but these decisions have hurt short‐term results. We should see evidence of their success or lack thereof this Christmas selling season. If Fossil executes well, our investment case is intact. If they do not execute, then we have made a mistake. So, the critical aspect of our analysis is our assessment of the people running the company. Management, led by Kosta Kartsotis, retains our confidence. Kosta has been the long serving CEO, and during his tenure, he has turned Fossil into a leading lifestyle branded watch company. In hindsight, he and Fossil were too cautious and moved too slowly into smart watches. As investments in wearables have weighed on results, Kosta has not taken a salary or bonus for the last three years. He is the largest private owner of Fossil’s stock. Actions speak louder than words, and we are impressed with the leadership Kosta has shown. A new purchase, Sotheby’s, enjoys a global oligopoly with Christie’s and Phillips. The company, founded in 1744, is older than the United States and has strong brand name recognition among art buyers and sellers worldwide. Auction houses are the preferred venue to sell higher value art, so Sotheby’s has maintained market share despite competition from galleries and online auction sites. The company generates strong free cash flow and is using it to repurchase its discounted stock. We sold Curtis‐Wright during the period. It was an excellent investment for us. We held it for almost four years. Over that time the company grew its value at a low double‐digit rate, and the stock price compounded at over 20% per annum as price and value converged. We sold Curtis‐Wright because it rose to our estimate of fair value so that we no longer had a margin of safety.

Closing We appreciate the confidence you have placed in us. Your stable capital, invested alongside our own stable capital provides a foundation that allows us make sound, long‐term investment decisions that help mitigate risk and provide the opportunity to achieve superior long‐term results. These decisions mean that we look nothing like an index, which can be painful for investors with time horizons shorter than yours and ours, which is why so few are able to do it and why so few outperform the market over the long‐term. You, our client‐partners, are one of our most important competitive advantages. C.T. Fitzpatrick Chief Executive Officer Vulcan Value Partners, LLC



Past performance does not guarantee future results. Fund prices fluctuate as the underlying assets have exposure to market fluctuations and other risks, as described in the Fund’s prospectus. Please call 877.421.5078 to obtain current performance information and for the current prospectus and statement of additional information. This material must be preceded or accompanied by a prospectus. Please read the prospectus carefully before investing. The views of the Vulcan Value Partners, LLC and information discussed in this commentary are as of the date of publication, are subject to change, and may not reflect the writer's current views. The views expressed represent an assessment of market conditions at a specific point in time, are opinions only and should not be relied upon as investment advice regarding a particular investment or markets in general. Such information does not constitute a recommendation to buy or sell specific securities or investment vehicles. It should not be assumed that any investment will be profitable or will equal the performance of the Funds or any securities or any sectors mentioned in this letter. The subject matter contained in this letter has been derived from several sources believed to be reliable and accurate at the time of compilation. Neither Vulcan Value Partners, LLC nor the Funds accept any liability for losses either direct or consequential caused by the use of this information. The Funds are distributed by ALPS Distributors, Inc. The Funds are subject to investment risks, including possible loss of the principal amount invested and therefore is not suitable for all investors. The Funds may not achieve their objectives. Diversification does not eliminate the risk of experiencing investment losses. (1) Free Cash Flow is a measure of how much a business generates after accounting for capital

expenditures. It is calculated as operating cash flow less capital expenditures. (2) Margin of Safety is a favorable difference between the price of a company’s shares and the

estimated intrinsic value of those shares.

Fund Overview October 31, 2016 (Unaudited)


VULCAN VALUE PARTNERS FUND

Cumulative Total Returns (as of 10/31/16) Expense Ratios

6 Month 1 Year 3 Year 5 Year Since

Inception* Total Net(1) Vulcan Value Partners Fund ‐1.34% ‐1.79% 4.89% 13.00% 11.33% 1.08% 1.08% S&P 500® Total Return Index(2) 4.06% 4.51% 8.84% 13.57% 12.07% Russell 1000® Value Index(3) 4.36% 6.37% 7.59% 13.31% 11.57% Performance data quoted represents past performance. Past performance does not guarantee future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than the original cost. The Fund imposes a 2.00% redemption fee on shares held for less than 90 days. Current performance data may be higher or lower than actual data quoted. For the most current month-end performance data, please call 1-877-421-5078. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Subject to investment risks, including possible loss of the principal amount invested. Returns for periods greater than 1 year are annualized. * Fund inception date of 12/30/09. (1) Vulcan Value Partners, LLC (“Vulcan” or the “Adviser”) has contractually agreed to limit

the Fund’s total annual fund operating expenses (exclusive of Acquired Fund Fees and Expenses, brokerage expenses, interest expense, taxes and extraordinary expenses) to 1.25% of the Fund’s average daily net assets. This agreement (the “Expense Agreement”) is in effect through August 31, 2017. The Adviser will be permitted to recover, on a class-by-class basis, expenses it has borne through the Expense Agreement to the extent that the Fund’s expenses in later periods fall below the expense cap in effect at the time of waiver or reimbursement. Notwithstanding the foregoing, the Fund will not be obligated to pay any such fees and expenses more than three years after the end of the fiscal year in which the fees or expenses were foregone or reimbursed. The Adviser may not discontinue or modify this waiver prior to August 31, 2017 without the approval by the Fund’s Board of Trustees.

(2) The S&P 500® Total Return Index is an unmanaged index of 500 common stocks chosen for market size, liquidity and industry group representation. It is a market-value weighted index. The Index is not actively managed and does not reflect any deductions for fees, expenses or taxes. An investor may not invest directly in the Index.

(3) The Russell 1000® Value Index measures the performance of the large-cap value segment of the U.S.equity universe. It includes those Russell 1000® companies with lower price-to-book ratios and lower expected growth values. The index is not actively managed and does not reflect any deductions for fees, expense or taxes. An investor may not invest directly in an index.



Performance of $10,000 Initial Investment (for the period ended October 31, 2016)

$21,136$20,823

$21,797

$5,000

$10,000

$15,000

$20,000

$25,000

10/31/169/30/168/31/167/31/166/30/165/31/164/30/163/31/162/29/161/31/1612/31/1511/30/1510/31/159/30/158/31/157/31/156/30/155/31/154/30/153/31/152/28/151/31/1512/31/1411/30/1410/31/149/30/148/31/147/31/146/30/145/31/144/30/143/31/142/28/141/31/1412/31/1311/30/1310/31/139/30/138/31/137/31/136/30/135/31/134/30/133/31/132/28/131/31/1312/31/1211/30/1210/31/129/30/128/31/127/31/126/30/125/31/124/30/123/31/122/29/121/31/1212/31/1111/30/1110/31/119/30/118/31/117/31/116/30/115/31/114/30/113/31/112/28/111/31/1112/31/1011/30/1010/31/109/30/108/31/107/31/106/30/105/31/104/30/103/31/102/28/101/31/1012/31/0912/30/09

S&P 500® Total Return Index Russell 1000® Value IndexVulcan Value Partners Fund

12/30/0

9

4/30/1

0

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1

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The chart above represents historical performance of a hypothetical investment of $10,000 in the Fund since inception. Past performance does not guarantee future results. This chart does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investing in the Fund is subject to investment risks, including possible loss of the principal amount invested. Industry Allocation (as a % of Net Assets)*

Diversified Financial Services - 13.66%

Insurance - 13.09%

Software - 7.90%

Healthcare-Services - 7.25%

Media - 7.06%

Banks - 6.63%

Semiconductors - 6.00%

Pharmaceuticals - 5.84%

Oil & Gas Services - 5.69%

Lodging - 5.62%

Aerospace & Defense - 4.51%

Auto Parts & Equipment - 4.19%

Retail - 3.03%

Distribution/Wholesale - 2.93%

Miscellaneous Manufacturing - 2.30%

Telecommunications - 2.10%

Commercial Services - 2.05%

* Holdings are subject to change, and may not reflect the current or future position of the portfolio.

Disclosure of Fund Expenses October 31, 2016 (Unaudited)


As a shareholder of the Vulcan Value Partners Fund (the “Fund”), you will incur two types of costs: (1) transaction costs, including applicable redemption fees; and (2) ongoing costs, including management fees and other fund operating expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested on May 1, 2016 and held until October 31, 2016.

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

Hypothetical Example for Comparison Purposes. The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds. Please note the expenses shown in the table are meant to highlight ongoing Fund costs only and do not reflect transactional costs, such as redemption fees or exchange fees. Therefore, the second line of the table below is useful in comparing your ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Vulcan Value Partners Fund

Beginning Account Value 5/1/16

Ending Account Value

10/31/16 Expense Ratio(a)

Expenses Paid During period

5/1/16 - 10/31/16(b) Actual $ 1,000.00 $ 986.60 1.07% $ 5.36 Hypothetical (5% return before expenses) $ 1,000.00 $ 1,019.81 1.07% $ 5.45

(a) The Fund's expense ratios have been annualized based on the Fund's most recent fiscal half-

year expenses. (b) Expenses are equal to the Fund's annualized expense ratio multiplied by the average account

value over the period, multiplied by the number of days in the most recent fiscal half-year (184)/365 (to reflect the half-year period).



VULCAN VALUE PARTNERS SMALL CAP FUND

Cumulative Total Returns (as of 10/31/16) Expense Ratios

6 Month 1 Year 3 Year 5 Year Since

Inception* Total Net(1) Vulcan Value Partners Small Cap Fund 3.38% 3.51% 4.24% 13.82% 13.44% 1.26% 1.26% Russell 2000® Value Index(2) 7.54% 8.81% 4.47% 11.63% 10.54% Russell 2000® Index(3) 6.13% 4.11% 4.12% 11.51% 11.18%

Performance data quoted represents past performance. Past performance does not guarantee future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than the original cost. The Fund imposes a 2.00% redemption fee on shares held for less than 90 days. Current performance data may be higher or lower than actual data quoted. For the most current month-end performance data, please call 1-877-421-5078. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Subject to investment risks, including possible loss of the principal amount invested. Returns for periods greater than 1 year are annualized. * Fund inception date of 12/30/09. (1) Vulcan Value Partners, LLC (“Vulcan” or the “Adviser”) has contractually agreed to limit

the Fund’s total annual fund operating expenses (exclusive of Acquired Fund Fees and Expenses, brokerage expenses, interest expense, taxes and extraordinary expenses) to 1.25% of the Fund’s average daily net assets. This agreement (the “Expense Agreement”) is in effect through August 31, 2017. The Adviser will be permitted to recover, on a class-by-class basis, expenses it has borne through the Expense Agreement to the extent that the Fund’s expenses in later periods fall below the expense cap in effect at the time of waiver or reimbursement. Notwithstanding the foregoing, the Fund will not be obligated to pay any such fees and expenses more than three years after the end of the fiscal year in which the fees or expenses were foregone or reimbursed. The Adviser may not discontinue or modify this waiver prior to August 31, 2017 without the approval by the Fund’s Board of Trustees.

(2) The Russell 2000® Value Index measures the performance of small-cap value segment of the U.S.equity universe. It includes those Russell 2000® companies with lower price-to-book ratios and lower forecasted growth values. The index is not actively managed and does not reflect any deductions for fees, expense or taxes. An investor may not invest directly in an index.

(3) The Russell 2000® Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000® Index is a subset of the Russell 3000® Index representing approximately 8% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The index is not actively managed and does not reflect any deductions for fees, expense or taxes. An investor may not invest directly in an index.



Performance of $10,000 Initial Investment (for the period ended October 31, 2016)

$20,635$19,838

$23,673

$5,000

$10,000

$15,000

$20,000

$25,000

10/31/169/30/168/31/167/31/166/30/165/31/164/30/163/31/162/29/161/31/1612/31/1511/30/1510/31/159/30/158/31/157/31/156/30/155/31/154/30/153/31/152/28/151/31/1512/31/1411/30/1410/31/149/30/148/31/147/31/146/30/145/31/144/30/143/31/142/28/141/31/1412/31/1311/30/1310/31/139/30/138/31/137/31/136/30/135/31/134/30/133/31/132/28/131/31/1312/31/1211/30/1210/31/129/30/128/31/127/31/126/30/125/31/124/30/123/31/122/29/121/31/1212/31/1111/30/1110/31/119/30/118/31/117/31/116/30/115/31/114/30/113/31/112/28/111/31/1112/31/1011/30/1010/31/109/30/108/31/107/31/106/30/105/31/104/30/103/31/102/28/101/31/1012/31/0912/30/09

Russell 2000® Index Russell 2000® Value IndexVulcan Value Partners Small Cap Fund

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The chart above represents historical performance of a hypothetical investment of $10,000 in the Fund since inception. Past performance does not guarantee future results. This chart does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investing in the Fund is subject to investment risks, including possible loss of the principal amount invested. Industry Allocation (as a % of Net Assets)*

Insurance - 17.62%

Electronics - 7.82%

Commercial Services - 7.64%

Diversified Financial Services - 7.59%

Miscellaneous Manufacturing - 5.86%

Machinery-Diversified - 5.15%

Software - 5.11%

Distribution/Wholesale - 5.01%

Media - 4.81%

Home Furnishings - 4.46%

Lodging - 4.08%

Retail - 3.76%

Real Estate - 2.72%

Electrical Components & Equipment - 2.61%

Metal Fabricate/Hardware - 2.35%

Transportation - 2.14%

Office Furnishings - 2.11%

Housewares - 1.88%

Oil & Gas Services - 1.75%

Industrial Services - 1.34%

Healthcare-Services - 0.51%

REITS - 0.16%

Cash, Cash Equivalents, & Other Net Assets - 3.52%

* Holdings are subject to change, and may not reflect the current or future position of the portfolio.

Disclosure of Fund Expenses October 31, 2016 (Unaudited)


As a shareholder of the Vulcan Value Partners Small Cap Fund (the “Fund”), you will incur two types of costs: (1) transaction costs, including applicable redemption fees; and (2) ongoing costs, including management fees and other fund operating expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested on May 1, 2016 and held until October 31, 2016.

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

Hypothetical Example for Comparison Purposes. The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds. Please note the expenses shown in the table are meant to highlight ongoing Fund costs only and do not reflect transactional costs, such as redemption fees or exchange fees. Therefore, the second line of the table below is useful in comparing your ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Vulcan Value Partners Small Cap Fund

Beginning Account Value 5/1/16

Ending Account Value

10/31/16 Expense Ratio(a)

Expenses Paid During period

5/1/16 - 10/31/16(b) Actual $ 1,000.00 $ 1,033.80 1.25% $ 6.41 Hypothetical (5% return before expenses) $ 1,000.00 $ 1,018.90 1.25% $ 6.36

(a) The Fund's expense ratios have been annualized based on the Fund's most recent fiscal half-

year expenses. (b) Expenses are equal to the Fund's annualized expense ratio multiplied by the average account

value over the period, multiplied by the number of days in the most recent fiscal half-year (184)/365 (to reflect the half-year period).

Vulcan Value Partners Fund Statement of Investments October 31, 2016 (Unaudited)


Value Shares (Note 2) COMMON STOCKS (99.85%) Communications (9.16%)

Media (7.06%) Discovery Communications, Inc., Class C(a) 1,982,716 $ 49,785,999 Time Warner, Inc. 239,322 21,297,265 Walt Disney Co. 288,610 26,751,261

97,834,525

Telecommunications (2.10%) Cisco Systems, Inc. 951,127 29,180,576

TOTAL COMMUNICATIONS 127,015,101 Consumer, Cyclical (15.77%)

Auto Parts & Equipment (4.19%) GKN PLC 14,862,018 58,066,092

Distribution/Wholesale (2.93%) Fossil Group, Inc.(a) 1,489,979 40,631,727

Lodging (5.62%) Hilton Worldwide Holdings, Inc. 1,809,644 40,897,954 Intercontinental Hotels Group PLC, ADR 648,364 25,577,960 Marriott International, Inc., Class A 167,071 11,477,778

77,953,692

Retail (3.03%) CVS Health Corp. 499,799 42,033,096

TOTAL CONSUMER, CYCLICAL 218,684,607 Consumer, Non‐cyclical (15.14%)

Commercial Services (2.05%) Sabre Corp. 1,098,659 28,378,362

Healthcare‐Services (7.25%) Aetna, Inc. 240,296 25,795,775 Anthem, Inc. 443,959 54,100,844 UnitedHealth Group, Inc. 146,117 20,650,716

100,547,335

Pharmaceuticals (5.84%) AmerisourceBergen Corp. 356,884 25,096,083

Statement of Investments Vulcan Value Partners Fund October 31, 2016 (Unaudited)


Value Shares (Note 2) Consumer, Non‐cyclical (continued)

Pharmaceuticals (continued) McKesson Corp. 439,092 $ 55,839,329

80,935,412

TOTAL CONSUMER, NON‐CYCLICAL 209,861,109 Energy (5.69%)

Oil & Gas Services (5.69%) National Oilwell Varco, Inc. 2,457,779 78,894,706

TOTAL ENERGY 78,894,706 Financial (33.38%)

Banks (6.63%) Bank of New York Mellon Corp. 891,386 38,570,272 State Street Corp. 759,665 53,336,080

91,906,352

Diversified Financial Services (13.66%) Franklin Resources, Inc. 1,968,626 66,263,951 Mastercard, Inc., Class A 516,264 55,250,573 T. Rowe Price Group, Inc. 409,476 26,210,559 Visa, Inc., Class A 505,545 41,712,518

189,437,601

Insurance (13.09%) Axis Capital Holdings, Ltd. 1,007,288 57,385,197 Everest Re Group, Ltd. 267,307 54,402,321 Swiss Re AG 751,191 69,763,481

181,550,999

TOTAL FINANCIAL 462,894,952 Industrial (6.81%)

Aerospace & Defense (4.51%) Boeing Co. 341,510 48,641,269 United Technologies Corp. 136,893 13,990,465

62,631,734

Miscellaneous Manufacturing (2.30%) Parker‐Hannifin Corp. 259,452 31,847,733

TOTAL INDUSTRIAL 94,479,467

Vulcan Value Partners Fund Statement of Investments October 31, 2016 (Unaudited)


Value Shares (Note 2) Technology (13.90%)

Semiconductors (6.00%) Qorvo, Inc.(a) 759,500 $ 42,266,175 Skyworks Solutions, Inc. 532,681 40,984,476

83,250,651

Software (7.90%) Oracle Corp. 2,850,812 109,528,197

TOTAL TECHNOLOGY 192,778,848 TOTAL COMMON STOCKS (Cost $1,339,372,569) 1,384,608,790 TOTAL INVESTMENTS (99.85%) (Cost $1,339,372,569) $ 1,384,608,790 Other Assets In Excess Of Liabilities (0.15%) 2,067,532 NET ASSETS (100.00%) $ 1,386,676,322

(a) Non-Income Producing Security. For Fund compliance purposes, the Fund's industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications for reporting ease. Industries are shown as a percentage of net assets.

See Accompanying Notes to Financial Statements.

Statement of Investments Vulcan Value Partners Small Cap Fund October 31, 2016 (Unaudited)


Value Shares (Note 2) COMMON STOCKS (96.48%) Communications (4.81%)

Media (4.81%) SAI Global, Ltd. 15,447,712 $ 54,995,036

TOTAL COMMUNICATIONS 54,995,036 Consumer, Cyclical (21.30%)

Distribution/Wholesale (5.01%) Fossil Group, Inc.(a) 1,469,127 40,063,093 WESCO International, Inc.(a) 317,163 17,190,235

57,253,328

Home Furnishings (4.46%) Select Comfort Corp.(a) 2,657,673 51,000,745

Housewares (1.88%) Tupperware Brands Corp. 360,526 21,458,507

Lodging (4.08%) Choice Hotels International, Inc. 335,215 16,241,167 La Quinta Holdings, Inc.(a) 3,043,728 30,467,717

46,708,884

Office Furnishings (2.11%) Herman Miller, Inc. 868,511 24,144,606

Retail (3.76%) Halfords Group PLC 1,881,309 7,810,843 Sally Beauty Holdings, Inc.(a) 1,355,447 35,160,295

42,971,138

TOTAL CONSUMER, CYCLICAL 243,537,208 Consumer, Non‐cyclical (8.15%)

Commercial Services (7.64%) CEB, Inc. 172,320 8,383,368 Navigant Consulting, Inc.(a) 988,421 23,129,052 Savills PLC 2,819,197 23,947,866 Sotheby's 890,774 31,960,971

87,421,257

Vulcan Value Partners Small Cap Fund Statement of Investments October 31, 2016 (Unaudited)


Value Shares (Note 2) Consumer, Non‐cyclical (continued)

Healthcare‐Services (0.51%) Chemed Corp 41,332 $ 5,845,171

TOTAL CONSUMER, NON‐CYCLICAL 93,266,428 Energy (1.75%)

Oil & Gas Services (1.75%) Thermon Group Holdings, Inc.(a) 1,093,403 20,042,077

TOTAL ENERGY 20,042,077 Financial (28.09%)

Diversified Financial Services (7.59%) Ashmore Group PLC 5,086,585 21,859,442 Eaton Vance Corp. 643,834 22,572,820 Virtus Investment Partners, Inc. 394,731 42,354,636

86,786,898

Insurance (17.62%) Aspen Insurance Holdings, Ltd. 1,137,307 54,875,063 Axis Capital Holdings, Ltd. 821,083 46,777,098 Everest Re Group, Ltd. 195,386 39,764,959 Navigators Group, Inc. 485,760 45,272,832 Safety Insurance Group, Inc. 219,093 14,832,596

201,522,548

Real Estate (2.72%) Jones Lang LaSalle, Inc. 320,785 31,068,027

REITS (0.16%) Outfront Media, Inc. 83,929 1,805,313

TOTAL FINANCIAL 321,182,786 Industrial (27.27%)

Electrical Components & Equipment (2.61%) EnerSys 458,703 29,875,326

Electronics (7.82%) Ituran Location and Control, Ltd. 1,936,082 51,499,781 Woodward, Inc. 643,416 37,948,676

89,448,457

Statement of Investments Vulcan Value Partners Small Cap Fund October 31, 2016 (Unaudited)


Value Shares (Note 2) Industrial (continued)

Industrial Services (1.34%) MSC Industrial Direct Co., Inc., Class A 209,839 $ 15,276,279

Machinery‐Diversified (5.15%) Concentric AB 2,123,280 25,271,126 Lindsay Corp. 429,673 33,643,396

58,914,522

Metal Fabricate/Hardware (2.35%) Timken Co. 812,050 26,838,253

Miscellaneous Manufacturing (5.86%) Actuant Corp., Class A 1,504,974 33,560,920 Crane Co. 294,748 20,045,811 Donaldson Co., Inc. 367,240 13,411,605

67,018,336

Transportation (2.14%) Forward Air Corp. 591,746 24,450,945

TOTAL INDUSTRIAL 311,822,118 Technology (5.11%)

Software (5.11%) ACI Worldwide, Inc.(a) 3,225,980 58,454,758

TOTAL TECHNOLOGY 58,454,758 TOTAL COMMON STOCKS (Cost $1,066,989,631) 1,103,300,411

Vulcan Value Partners Small Cap Fund Statement of Investments October 31, 2016 (Unaudited)


7-Day Value Yield Shares (Note 2) SHORT TERM INVESTMENTS (4.34%) Money Market Fund (4.34%)

Dreyfus Treasury Prime Cash Management Fund, Institutional Shares 0.210% 49,594,213 $ 49,594,213

TOTAL SHORT TERM INVESTMENTS (Cost $49,594,213) 49,594,213 TOTAL INVESTMENTS (100.82%) (Cost $1,116,583,844) $ 1,152,894,624 Liabilities In Excess Of Other Assets (‐0.82%) (9,333,969) NET ASSETS (100.00%) $ 1,143,560,655

(a) Non-Income Producing Security. For Fund compliance purposes, the Fund's industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications for reporting ease. Industries are shown as a percentage of net assets.


Statements of Assets and Liabilities

October 31, 2016 (Unaudited)



Vulcan Value Partners

Fund Vulcan Value Partners

Small Cap Fund ASSETS:

Investments, at value $ 1,384,608,790 $ 1,152,894,624 Receivable for investments sold 44,774,327 – Receivable for shares sold 73,971 202,182 Dividends receivable 901,722 363,555 Other assets 14,901 19,009 Total assets 1,430,373,711 1,153,479,370

LIABILITIES: Cash due to custodian 275,212 – Payable for investments purchased 41,650,148 7,170,583 Payable for shares redeemed 360,608 1,409,712 Payable to adviser 1,205,974 1,147,086 Payable for administration fees 34,188 28,139 Payable for transfer agency fees 16,818 13,197 Payable for delegated transfer agent

equivalent services fees 30,856 73,648 Payable for professional fees 15,460 13,358 Payable for trustee fees and expenses 5,741 3,439 Payable for principal financial officer fees 544 330 Accrued expenses and other liabilities 101,840 59,223 Total liabilities 43,697,389 9,918,715

NET ASSETS $ 1,386,676,322 $ 1,143,560,655

NET ASSETS CONSIST OF:

Paid‐in capital (Note 5) $ 1,370,727,310 $ 1,114,693,718 Accumulated net investment income 17,628,794 2,532,560 Accumulated net realized loss (46,907,356) (9,975,834) Net unrealized appreciation 45,227,574 36,310,211

NET ASSETS $ 1,386,676,322 $ 1,143,560,655 INVESTMENTS, AT COST $ 1,339,372,569 $ 1,116,583,844

PRICING OF SHARES: Net Asset Value, offering and redemption price

per share $ 16.94 $ 17.14 Shares of beneficial interest outstanding

(unlimited number of shares, no par value common stock authorized) 81,846,538 66,720,511

Statements of Operations For the Six Months Ended October 31, 2016 (Unaudited)





Small Cap Fund INVESTMENT INCOME:

Dividends $ 15,911,366 $ 7,355,921 Foreign taxes withheld – (166,042) Total investment income 15,911,366 7,189,879

EXPENSES: Investment advisory fees (Note 6) 7,201,355 6,729,195 Administrative fees 200,629 163,592 Transfer agency fees 71,894 55,795 Delegated transfer agent equivalent

services fees 66,773 163,025 Professional fees 21,980 19,263 Custodian fees 107,238 73,883 Principal financial officer fees 2,835 2,205 Trustee fees and expenses 15,406 11,955 Recoupment of previously waived fees – 48,100 Other 45,319 46,722 Total net expenses 7,733,429 7,313,735

NET INVESTMENT INCOME/(LOSS) 8,177,937 (123,856) Net realized gain on investments 2,764,432 34,228,406 Net realized gain/(loss) on foreign currency

transactions (253,594) 15,335 Net realized gain 2,510,838 34,243,741 Net change in unrealized

appreciation/(depreciation) of investments (31,978,856) 5,907,151 Net change in unrealized depreciation on

translation of assets and liabilities denominated in foreign currencies (87,374) (11,940)

Net change in unrealized appreciation/(depreciation) (32,066,230) 5,895,211

NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS (29,555,392) 40,138,952

NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ (21,377,455) $ 40,015,096

Statements of Changes in Net Assets Vulcan Value Partners Fund



For the Six Months Ended


For the Year Ended

April 30, 2016 OPERATIONS:

Net investment income $ 8,177,937 $ 18,348,805 Net realized gain 2,510,838 10,248,578 Net change in unrealized depreciation (32,066,230) (154,854,968) Net decrease in net assets resulting from

operations (21,377,455) (126,257,585)

DISTRIBUTIONS TO SHAREHOLDERS (Note 3): From net investment income – (12,104,797) From net realized gains on investments – (119,403,152) Net decrease in net assets from distributions – (131,507,949)

SHARE TRANSACTIONS (Note 5): Proceeds from sales of shares 91,785,010 572,087,701 Issued to shareholders in reinvestment of

distributions – 108,659,155 Cost of shares redeemed, net of redemption fees (211,811,663) (665,005,259)

Net increase/(decrease) from share transactions (120,026,653) 15,741,597

Net decrease in net assets (141,404,108) (242,023,937)

NET ASSETS: Beginning of year 1,528,080,430 1,770,104,367 End of period* $ 1,386,676,322 $ 1,528,080,430 *Includes accumulated net investment income of: $ 17,628,794 $ 9,450,857

Vulcan Value Partners Small Cap Fund Statements of Changes in Net Assets





For the Year Ended

April 30, 2016 OPERATIONS:

Net investment income/(loss) $ (123,856) $ 6,643,642 Net realized gain 34,243,741 2,674,138 Net change in unrealized

appreciation/(depreciation) 5,895,211 (62,869,159) Net increase/(decrease) in net assets resulting from

operations 40,015,096 (53,551,379)

DISTRIBUTIONS TO SHAREHOLDERS (Note 3): From net investment income – (3,951,718) From net realized gains on investments – (63,400,984) Net decrease in net assets from distributions – (67,352,702)

SHARE TRANSACTIONS (Note 5): Proceeds from sales of shares 124,956,414 333,969,377 Issued to shareholders in reinvestment of

distributions – 55,331,982 Cost of shares redeemed, net of redemption fees (168,417,773) (254,512,720)

Net increase/(decrease) from share transactions (43,461,359) 134,788,639

Net increase/(decrease) in net assets (3,446,263) 13,884,558

NET ASSETS: Beginning of year 1,147,006,918 1,133,122,360 End of period* $ 1,143,560,655 $ 1,147,006,918 *Includes accumulated net investment income of: $ 2,532,560 $ 2,656,416

Financial Highlights For a share outstanding throughout the years presented.



NET ASSET VALUE, BEGINNING OF PERIODINCOME/(LOSS) FROM OPERATIONS:

Net investment income(a) Net realized and unrealized gain/(loss) on investmentsTotal from investment operations

LESS DISTRIBUTIONS TO SHAREHOLDERS:From net investment incomeFrom net realized gains on investments Total distributions

Redemption fees added to paid‐in capitalIncrease/(decrease) in net asset value

NET ASSET VALUE, END OF PERIOD

Total return

RATIOS AND SUPPLEMENTAL DATA:Net assets, end of period (000's) Ratio of expenses to average net assets without fee waivers/reimbursementsRatio of expenses to average net assets including fee waivers/reimbursements

Net investment income to average net assets including fee waivers/reimbursements Portfolio turnover rate

(a) Per share numbers have been calculated using the average shares method. (b) Less than $0.005 per share. (c) Not annualized. (d) Annualized.

Vulcan Value Partners Fund




For the Year Ended April 30,

2016


2015


2014


2013


2012 $ 17.17 $ 19.97 $ 18.20 $ 15.28 $ 13.03 $ 11.66

0.10 0.20 0.22 0.14 0.15 0.02 (0.33) (1.51) 2.77 3.33 2.35 1.45 (0.23) (1.31) 2.99 3.47 2.50 1.47

– (0.13) (0.17) (0.11) (0.12) (0.01) – (1.36) (1.05) (0.44) (0.13) (0.09) – (1.49) (1.22) (0.55) (0.25) (0.10)

0.00 (b) 0.00 (b) 0.00 (b) 0.00 (b) 0.00 (b) 0.00 (b) (0.23) (2.80) 1.77 2.92 2.25 1.37

$ 16.94 $ 17.17 $ 19.97 $ 18.20 $ 15.28 $ 13.03

(1.34%) (c) (6.49%) 16.61% 22.84% 19.33% 12.73%

$ 1,386,676 $ 1,528,080 $ 1,770,104 $ 929,829 $ 447,297 $ 125,087

1.07% (d) 1.08% 1.08% 1.09% 1.18% 1.51% 1.07% (d) 1.08% 1.08% 1.09% 1.18% 1.50%

1.14% (d) 1.10% 1.12% 0.80% 1.06% 0.16%

30% (c) 85% 64% 56% 24% 49%

Financial Highlights For a share outstanding throughout the years presented.



NET ASSET VALUE, BEGINNING OF PERIODINCOME/(LOSS) FROM OPERATIONS:

Net investment income/(loss)(a)

Net realized and unrealized gain/(loss) on investmentsTotal from investment operations

LESS DISTRIBUTIONS TO SHAREHOLDERS:From net investment incomeFrom net realized gains on investments Total distributions

Redemption fees added to paid‐in capitalIncrease/(decrease) in net asset value

NET ASSET VALUE, END OF PERIOD

Total return

RATIOS AND SUPPLEMENTAL DATA:Net assets, end of period (000's) Ratio of expenses to average net assets without fee waivers/reimbursementsRatio of expenses to average net assets including fee waivers/reimbursements

Net investment income/(loss) to average net assets including fee waivers/reimbursements Portfolio turnover rate

(a) Per share numbers have been calculated using the average shares method. (b) Less than $(0.005) per share. (c) Less than $0.005 per share. (d) Not annualized. (e) Annualized.

Vulcan Value Partners Small Cap Fund



October 31, 2016

(Unaudited)


2016


2015


2014


2013


2012 $ 16.58 $ 18.61 $ 18.74 $ 16.97 $ 13.18 $ 13.72

(0.00) (b) 0.10 0.10 (0.01) 0.03 0.02 0.56 (1.05) 1.77 2.76 3.91 0.17 0.56 (0.95) 1.87 2.75 3.94 0.19

– (0.06) (0.11) – (0.06) – – (1.02) (1.89) (0.98) (0.09) (0.73) – (1.08) (2.00) (0.98) (0.15) (0.73)

0.00 (c) 0.00 (c) 0.00 (c) 0.00 (c) 0.00 (c) 0.00 (c) 0.56 (2.03) (0.13) 1.77 3.79 (0.54)

$ 17.14 $ 16.58 $ 18.61 $ 18.74 $ 16.97 $ 13.18

3.38% (d) (5.04%) 10.74% 16.11% 30.07% 2.10%

$ 1,143,561 $ 1,147,007 $ 1,133,122 $ 1,066,246 $ 425,152 $ 40,103

1.25% (e) 1.25% 1.26% 1.30% 1.38% 1.86% 1.25% (e) 1.25% 1.25% 1.25% 1.28% 1.50%

(0.02%) (e) 0.61% 0.56% (0.05%) 0.21% 0.15%

20% (d) 80% 73% 70% 57% 57%

Notes to Financial Statements October 31, 2016 (Unaudited)


1. ORGANIZATION

Financial Investors Trust (the “Trust”) is organized as a Delaware statutory trust and is registered as an open‐end management investment company under the Investment Company Act of 1940, as amended (“1940 Act”). The Trust consists of multiple separate portfolios or series. This semi‐annual report describes the Vulcan Value Partners Fund and Vulcan Value Partners Small Cap Fund (each a “Fund” and collectively, the “Funds”). The Funds seek to achieve long‐term capital appreciation. The Funds are classified as a non‐diversified investment company for purpose of the 1940 Act.

2. SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), including policies specific to investment companies. The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. The Funds are considered an investment company for financial reporting purposes under U.S. GAAP. The following is a summary of significant accounting policies consistently followed by the Funds in preparation of their financial statements.

Investment Valuation: The Funds generally value their securities based on market prices determined at the close of regular trading on the New York Stock Exchange (“NYSE”), normally 4:00 p.m. Eastern Time, on each day the NYSE is open for trading. For equity securities and mutual funds that are traded on an exchange, the market price is usually the closing sale or official closing price on that exchange. In the case of equity securities not traded on an exchange, or if such closing prices are not otherwise available, the securities are valued at the mean of the most recent bid and ask prices on such day. Redeemable securities issued by open‐end registered investment companies are valued at the investment company’s applicable net asset value, with the exception of exchange‐traded open‐end investment companies, which are priced as equity securities. The market price for debt obligations is generally the quote supplied by an independent third‐party pricing service approved by the Board of Trustees (the “Board”), which may use a matrix, formula or other objective method that takes into consideration quotations from dealers, market transactions in comparable investments, market indices and yield curves. If vendors are unable to supply a quote, or if the quote supplied is deemed to be unreliable, the market price may be determined using quotations received from one or more broker–dealers that make a market in the security. Equity securities that are primarily traded on foreign securities exchanges are valued at the preceding closing values of such securities on their respective exchanges, except when an occurrence subsequent to the time a value was so established is likely to have changed such value. In such an event, the fair values of those securities are determined in good faith through consideration of other factors in accordance with procedures established by and under the general supervision of the Board.



When such prices or quotations are not available, or when Vulcan Value Partners, LLC (the “Adviser”) believes that they are unreliable, securities may be priced using fair value procedures approved by the Board.

Fair Value Measurements: A three‐tier hierarchy has been established to classify fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available. Various inputs are used in determining the value of each Fund’s investments as of the reporting period end. The designated input levels are not necessarily an indication of the risk or liquidity associated with these investments. These inputs are categorized in the following hierarchy under applicable financial accounting standards: Level 1 – Unadjusted quoted prices in active markets for identical investments, unrestricted assets

or liabilities that the Funds have the ability to access at the measurement date; Level 2 – Quoted prices which are not active, quoted prices for similar assets or liabilities in active

markets or inputs other than quoted prices that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and

Level 3 – Significant unobservable prices or inputs (including the Funds’ own assumptions indetermining the fair value of investments) where there is little or no market activity for the asset or liability at the measurement date.

The following is a summary of each input used to value each Fund’s investments as of October 31, 2016. Vulcan Value Partners Fund:

Investments in Securities at Value

Level 1 - Unadjusted

Quoted Prices

Level 2 - Other Significant Observable

Inputs

Level 3 - Significant

Unobservable Inputs Total

Common Stocks(a) $ 1,384,608,790 $ – $ – $ 1,384,608,790 TOTAL $ 1,384,608,790 $ – $ – $ 1,384,608,790

Vulcan Value Partners Small Cap Fund:

Investments in Securities at Value

Level 1 - Unadjusted

Quoted Prices

Level 2 - Other Significant Observable

Inputs

Level 3 - Significant

Unobservable Inputs Total

Common Stocks(a) $ 1,103,300,411 $ – $ – $ 1,103,300,411 Short Term Investments 49,594,213 – – 49,594,213 TOTAL $ 1,152,894,624 $ – $ – $ 1,152,894,624

(a) For detailed descriptions of the underlying industries, see the accompanying Statements

of Investments.



The Funds recognize transfers between levels as of the end of period. For the six months ended October 31, 2016, the Funds did not have any transfers between Level 1 and Level 2. For the six months ended October 31, 2016, the Funds did not have any securities that used significant unobservable inputs (Level 3) in determining fair value.

Investment Transactions and Investment Income: Investment transactions are accounted for on the date the investments are purchased or sold (trade date). Realized gains and losses from investment transactions are reported on an identified cost basis, which is the same basis the Funds use for federal income tax purposes. Interest income, which includes accretion of discounts and amortization of premiums, is accrued and recorded as earned. Dividend income is recognized on the ex‐dividend date or for certain foreign securities, as soon as information is available to the Funds. All of the realized and unrealized gains and losses and net investment income, are allocated daily to each class in proportion to its average daily net assets.

Real Estate Investment Trusts (“REITs”): The Funds may invest a portion of their assets in REITs and are subject to certain risks associated with direct investment in REITs. REITs may be affected by changes in the value of their underlying properties and by defaults by borrowers or tenants. REITs depend generally on their ability to generate cash flow to make distributions to shareowners, and certain REITs have self‐liquidation provisions by which mortgages held may be paid in full and distributions of capital returns may be made at any time. In addition, the performance of a REIT may be affected by its failure to qualify for tax‐free pass‐through of income under the Internal Revenue Code of 1986, as amended (the “Code”), or its failure to maintain exemption from registration under the 1940 Act. A Fund’s investments in REITs may result in such Fund’s receipt of cash in excess of the REITs’ earnings. If the Fund receives such distributions all or a portion of these distributions will constitute a return of capital to such Fund. Receiving a return of capital distribution from REITs will reduce the amount of income available to be distributed to Fund shareholders. Income from REITs generally will not be eligible for treatment as qualified dividend income. As the final character of the distributions is not known until reported by the REITs on their 1099s, the Funds utilize an average of the prior year’s reallocation information as an estimate for the current year character of distributions.

Foreign Securities: The Funds may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible reevaluation of currencies, the inability to repatriate foreign currency, less complete financial information about companies and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. issuers. Foreign Currency Translation: The books and records of the Fund are maintained in U.S. dollars. Investment valuations and other assets and liabilities initially expressed in foreign currencies are converted each business day into U.S. dollars based upon current exchange rates. Prevailing foreign exchange rates may generally be obtained at the close of the NYSE (normally, 4:00 p.m. Eastern Time). The portion of realized and unrealized gains or losses on investments due to fluctuations in foreign currency exchange rates is not separately disclosed and is included in realized and unrealized gains or losses on investments, when applicable.



Trust Expenses: Some expenses of the Trust can be directly attributed to the Funds. Expenses which cannot be directly attributed are apportioned among all funds in the Trust based on average net assets of each fund.

Fund Expenses: Expenses that are specific to a Fund are charged directly to that Fund.

Federal Income Taxes: Each Fund complies with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and intends to distribute substantially all of its net taxable income and net capital gains, if any, each year so that it will not be subject to excise tax on undistributed income and gains. The Funds are not subject to income taxes to the extent such distributions are made. As of and during the six months ended October 31, 2016, the Funds did not have a liability for any unrecognized tax benefits. The Funds file U.S. federal, state, and local tax returns as required. The Fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return for federal purposes and four years for most state returns. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.

Distributions to Shareholders: Each Fund normally pays dividends and distributes capital gains, if any, on an annual basis. Income dividend distributions are derived from dividends and other income each Fund receives from its investments, including short‐term capital gains. Long term capital gain distributions are derived from gains realized when each Fund sells a security it has owned for more than a year. Each Fund may make additional distributions and dividends at other times if the portfolio manager believes doing so may be necessary for each Fund to avoid or reduce taxes.

3. TAX BASIS INFORMATION

Tax Basis of Investments: As of October 31, 2016, the aggregate cost of investments, gross unrealized appreciation/ (depreciation) and net unrealized appreciation for federal tax purposes was as follows:



Small Cap Fund Gross appreciation

(excess of value over tax cost) $ 178,665,022 $ 140,887,012 Gross depreciation

(excess of tax cost over value) (156,889,577) (106,321,968) Net unrealized appreciation $ 21,775,445 $ 34,565,044

Cost of investments for income tax purposes $ 1,362,833,345 $ 1,118,329,581 Tax Basis of Distributions to Shareholders: The character of distributions made during the year from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or realized gain were recorded by each Fund.



The tax character of distributions paid by the Funds for the fiscal year ended April 30, 2016 were as follows:

Ordinary Income Long-Term Capital

Gain 2016 Vulcan Value Partners Fund $ 48,548,716 $ 82,959,233 Vulcan Value Partners Small Cap Fund 10,661,578 56,691,124 The amounts and characteristics of tax basis distributions and composition of distributable earnings/(accumulated losses) are finalized at fiscal year‐end. Accordingly, tax basis balances have not been determined as of October 31, 2016.

4. SECURITIES TRANSACTIONS The cost of purchases and proceeds from sales of securities (excluding short‐term securities) during the six months ended October 31, 2016 were as follows:

Fund Purchase of Securities Proceeds From

Sales of Securities Vulcan Value Partners Fund $ 419,599,354 $ 474,365,464

Vulcan Value Partners Small Cap Fund 358,233,384 200,415,045

5. CAPITAL SHARE TRANSACTIONS

The capitalization of the Trust consists of an unlimited number of shares of beneficial interest with no par value per share. Holders of the shares of the Funds of the Trust have one vote for each share held and a proportionate fraction of a vote for each fractional share. All shares issued and outstanding are fully paid and are transferable and redeemable at the option of the shareholder. Purchasers of the shares do not have any obligation to make payments to the Trust or its creditors solely by reason of the purchasers’ ownership of the shares. Shares have no pre‐emptive rights. Shares redeemed within 90 days of purchase may incur a 2% short‐term redemption fee deducted from the redemption amount. The Vulcan Value Partners Fund and the Vulcan Value Partners Small Cap Fund retained $26,374 and $19,782, respectively, for the six months ended October 31, 2016, and $100,356 and $10,334, respectively, for the year ended April 30, 2016, which is reflected in the “Cost of shares redeemed, net of redemption fees” in the Statements of Changes in Net Assets.



Transactions in shares of capital stock for the dates listed below were as follows: Vulcan Value Partners Fund



For the Year Ended April 30, 2016

Shares Sold 5,414,027 32,133,506 Shares Issued in Reinvestment of Dividends – 6,372,007 Less Shares Redeemed (12,541,530) (38,169,154) Net Increase/(Decrease) (7,127,503) 336,359 Vulcan Value Partners Small Cap Fund



For the Year Ended April 30, 2016

Shares Sold 7,396,189 20,302,249 Shares Issued in Reinvestment of Dividends – 3,358,435 Less Shares Redeemed (9,865,792) (15,350,234) Net Increase/(Decrease) (2,469,603) 8,310,450

6. MANAGEMENT AND RELATED‐PARTY TRANSACTIONS

The Adviser, subject to the authority of the Board, is responsible for the overall management and administration of the Funds’ business affairs. The Adviser manages the investments of the Funds in accordance with each Fund’s investment objective, policies and limitations and investment guidelines established jointly by the Adviser and the Board. Pursuant to the Investment Advisory Agreement (the “Advisory Agreement”), the Funds pay the Adviser an annual management fee of 1.00% and 1.15% for Vulcan Value Partners Fund and Vulcan Value Partners Small Cap Fund, respectively, based on each Fund’s average daily net assets. The management fee is paid on a monthly basis. The Adviser has contractually agreed to limit the Fund’s total annual fund operating expenses (exclusive of acquired fund fees and expenses, brokerage expenses, interest expense, taxes and extraordinary expenses) to 1.25% of each Fund’s average daily net assets. This agreement (the “Expense Agreement”) is in effect from September 1, 2016 through August 31, 2017. The prior Expense Agreement was in effect from June 10, 2015 through August 31, 2016. The Adviser will be permitted to recover, on a class‐by‐class basis, expenses it has borne through the Expense Agreement to the extent that a Fund’s expenses in later periods fall below the expense cap in effect at the time of waiver or reimbursement. Notwithstanding the foregoing, the Funds will not be obligated to pay any such fees and expenses more than three years after the end of the fiscal year in which the fees or expenses were foregone or reimbursed. The Adviser may not discontinue or modify this waiver prior to August 31, 2017 without the approval by the Funds’ Board.



For the six months ended October 31, 2016, the fee waivers and/or reimbursements were as follows:

Fund

Recoupment of Previously Waived Fees

by Adviser Vulcan Value Partners Fund $ –

Vulcan Value Partners Small Cap Fund 48,100 As of October 31, 2016, the balances of recoupable expenses for each Fund were as follows: Fund Expires 2016 Expires 2017 Expires 2018 Total Vulcan Value Partners Fund $ – $ – $ – $ – Vulcan Value Partners Small Cap Fund 113,058 400,224 79,989 641,371 Fund Administrator Fees and Expenses: ALPS Fund Services, Inc. (“ALPS”) serves as administrator to the Funds and the Funds have agreed to pay expenses incurred in connection with their administrative activities. Pursuant to an Administration Agreement, ALPS provides operational services to the Funds including, but not limited to fund accounting and fund administration and generally assist in each Fund’s operations. Officers of the Trust are employees of ALPS. The Funds’ administration fee is accrued on a daily basis and paid monthly. Administration fees paid by the Funds for the six months ended October 31, 2016 are disclosed in the Statements of Operations. ALPS is reimbursed by the Funds for certain out‐of‐pocket expenses.

Transfer Agent: ALPS serves as transfer, dividend paying and shareholder servicing agent for the Funds. ALPS receives an annual minimum fee, a fee based upon the number of shareholder accounts, and is also reimbursed by the Funds for certain out‐of‐pocket expenses. Transfer agent fees paid by the Funds for the six months ended October 31, 2016 are disclosed in the Statements of Operations.

Compliance Services: ALPS provides services that assist the Trust’s chief compliance officer in monitoring and testing the policies and procedures of the Trust in conjunction with requirements under Rule 38a‐1 under the 1940 Act and receives an annual base fee. ALPS is reimbursed for certain out‐of‐pocket expenses by the Funds. Vulcan pays this fee on behalf of the Funds.

Principal Financial Officer: ALPS Fund Services, Inc. (“ALPS” and the “Administrator”) (an affiliate of ADI) receives an annual fee for providing principal financial officer services to the Funds. Principal financial officer fees paid by the Fund for the six months ended October 31, 2016 are disclosed in the Statements of Operations.

Distributor: ALPS Distributors, Inc. (“ADI” or the “Distributor”) (an affiliate of ALPS Fund Services, Inc.) acts as the distributor of each Fund’s shares pursuant to a Distribution Agreement with the Trust. Shares are sold on a continuous basis by ADI as agent for the Funds, and ADI has agreed to use its best efforts to solicit orders for the sale of each Fund’s shares, although it is not obliged to sell any particular amount of shares. ADI is not entitled to any compensation for its services as Distributor. ADI is registered as a broker‐dealer with the U.S. Securities and Exchange Commission.



Certain intermediaries may charge networking, omnibus account or other administrative fees with respect to transactions in shares of the Funds. Transactions may be processed through the National Securities Clearing Corporation (“NSCC”) or similar systems or processed on a manual basis. These fees are paid by the Funds to the Distributor, which uses such fees to reimburse intermediaries. In the event an intermediary receiving payments from the Distributor on behalf of the Funds converts from a networking structure to an omnibus account structure or otherwise experiences increased costs, fees borne by the Funds may increase. Fees are disclosed on the Statements of Operations as “Delegated transfer agent equivalent services fees”.

7. INDEMNIFICATIONS

Under the Trust’s organizational documents, its Officers and Trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that may contain general indemnification clauses which may permit indemnification to the extent permissible under applicable law. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

Additional Information October 31, 2016 (Unaudited)


1. FUND HOLDINGS The Funds files their complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year on Form N-Q within 60 days after the end of the period. Copies of the Funds’ Form N-Q are available without charge on the SEC website at http://www.sec.gov. You may also review and copy the Form N-Q at the SEC’s Public Reference Room in Washington, DC. For more information about the operation of the Public Reference Room, please call the SEC at 1-800-SEC-0330.

2. FUND PROXY VOTING POLICIES, PROCEDURES AND SUMMARIES The Funds’ policies and procedures used in determining how to vote proxies and information regarding how the Fund voted proxies relating to portfolio securities during the most recent prior 12‐month period ending June 30 are available without charge, (1) upon request, by calling (toll‐free) (866)‐759‐5679 and (2) on the SEC’s website at http://www.sec.gov.

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The Funds are neither insured nor guaranteed by the U.S. Government, the FDIC, the Federal Reserve Board or any other governmental agency or insurer.

This material must be accompanied or preceded by a prospectus.

Managed Accounts are available only for institutional and private clients of Vulcan Value Partners, LLC, a federally registered investment advisor. Vulcan Value Partners Funds are distributed by ALPS Distributors, Inc. Separately Managed Accounts and related investment advisory services are provided by Vulcan Value Partners, LLC, a federally regulated investment advisor. ALPS Distributors, Inc. is not affiliated with Vulcan Value Partners, LLC.

Documents

SEMI-ANNUAL - Vulcan Value Partners€¦ · Shareholder Letter October 31, 2016 (Unaudited) 2 Qualcomm was the largest contributor over the period, with a return of over 36%. As price