UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number 811-22680  

 

Ultimus Managers Trust
(Exact name of registrant as specified in charter)

 

225 Pictoria Drive, Suite 450          Cincinnati, Ohio 45246
(Address of principal executive offices) (Zip code)

 

Karen Jacoppo-Wood

 

Ultimus Fund Solutions, LLC       225 Pictoria Drive, Suite 450       Cincinnati, Ohio 45246_
(Name and address of agent for service)

 

Registrant's telephone number, including area code: (513) 587-3400  

 

Date of fiscal year end: February 28  
     
Date of reporting period: August 31, 2024  

 

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 
 

 

Item 1. Reports to Stockholders.

(a)

 

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Blueprint Adaptive Growth Allocation Fund 

Institutional Class (BLUIX)

Semi-Annual Shareholder Report - August 31, 2024

Image

Fund Overview

This semi-annual shareholder report contains important information about Blueprint Adaptive Growth Allocation Fund (the "Fund") for the period of March 1, 2024 to August 31, 2024. You can find additional information about the Fund at https://funddocs.filepoint.com/blueprint/. You can also request this information by contacting us at (866) 983-4525.

What were the Fund’s costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Institutional Class
$66
1.25%

How did the Fund perform during the reporting period? 

       The Fund continued to benefit from positive trends in global equities in the prior period with growth and technology-oriented stocks being the primary drivers of performance as they have since 2023. After a sharp retracement earlier in the period caused Apple to be one of the Fund’s worst performers, the technology leader rebounded significantly later in the period, becoming a top performer. On the negative side, the steep drop in prices to kick off August triggered one of the Fund’s risk management controls which was ultimately unnecessary. The V-shaped recovery in stocks caused volatility to plummet and as a result the Fund’s hedged positioned generated a small loss.

       September’s rate cut by the Fed cements the switch from hawkish to dovish monetary policy. The combination of this change with continued strong employment and consumer spending points to a “soft landing” in our view and back up the current positive trends for both stocks and bonds. Speaking of the latter, bond prices have established solid trends as well on the upside.

       We believe the upcoming election will likely contribute to periods of higher volatility as markets weigh the odds of victory for each candidate and their competing agendas for the Country and economy. There is not any significant data in our opinion to suggest an election, even a closely contested one, should give investors pause, however. As a trend follower, we will continue to follow the systems that we have relied on for many years now, but also believe there is nothing in the current set of economic data that would cause us to question the embedded, positive trends. Risks are always around the corner but both the trends and data, in our view, point to a favorable environment for stocks, real estate, and bonds.

 

How has the Fund performed since inception? 

Total Return Based on $10,000 Investment

Growth of 10K Chart
Blueprint Adaptive Growth Allocation Fund - Institutional Class
S&P 500® Index
Morningstar Global Allocations Index
Mar-2020
$10,000
$10,000
$10,000
Aug-2020
$11,430
$13,649
$12,152
Aug-2021
$13,374
$17,903
$14,330
Aug-2022
$11,741
$15,893
$11,999
Aug-2023
$12,247
$18,427
$12,996
Aug-2024
$14,827
$23,428
$15,206

Average Annual Total Returns 

1 Year
Since Inception (March 31, 2020)
Blueprint Adaptive Growth Allocation Fund - Institutional Class
21.06%
9.32%
S&P 500® Index
27.14%
21.25%
Morningstar Global Allocations Index
17.00%
9.95%

Past performance does not guarantee future results. Call (866) 983-4525 or visit https://funddocs.filepoint.com/blueprint/ for current month-end performance.

 

Blueprint Adaptive Growth Allocation Fund (the “Fund”) is not sponsored, endorsed, sold or promoted by Morningstar, Inc. or any of its affiliates (all such entities, collectively, “Morningstar Entities”). The Morningstar Entities make no representation or warranty, express or implied, to the owners of the Fund or any member of the public regarding the advisability of investing in equity securities generally or in the Fund in particular or the ability of the Fund to track general equity market performance. THE MORNINGSTAR ENTITIES DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE FUND OR ANY DATA INCLUDED THEREIN AND MORNINGSTAR ENTITIES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.

Fund Statistics 

  • Net Assets$164,453,571
  • Number of Portfolio Holdings214
  • Advisory Fee (net of recoupments)$766,802
  • Portfolio Turnover81%

Asset Weighting (% of total investments)

Group By Asset Type Chart
Value
Value
Common Stocks
88.1%
Exchange-Traded Funds
11.0%
Money Market Funds
0.9%

What did the Fund invest in? 

Sector Weighting (% of net assets)

Group By Sector Chart
Value
Value
Other Assets in Excess of Liabilities
0.1%
Money Market
0.9%
Utilities
1.6%
Materials
1.9%
Energy
2.7%
Consumer Staples
5.9%
Consumer Discretionary
6.4%
Communications
7.1%
Industrials
7.2%
Health Care
9.5%
Real Estate
10.6%
Financials
11.0%
Exchange-Traded Funds
11.0%
Technology
24.1%

Top 10 Holdings (% of net assets)

Holding Name
% of Net Assets
Apple, Inc.
7.4%
NVIDIA Corporation
5.5%
Microsoft Corporation
3.0%
iShares MSCI India ETF
2.3%
Meta Platforms, Inc. - Class A
2.2%
Berkshire Hathaway, Inc. - Class B
2.1%
iShares Gold Trust
2.1%
Alphabet, Inc. - Classes A & C
1.7%
iShares MSCI South Korea ETF
1.6%
Amazon.com, Inc.
1.6%

Material Fund Changes

No material changes occurred during the period ended August 31, 2024

Image

Blueprint Adaptive Growth Allocation Fund - Institutional Class (BLUIX)

Semi-Annual Shareholder Report - August 31, 2024

Where can I find additional information about the Fund? 

Additional information is available on the Fund's website (https://funddocs.filepoint.com/blueprint/), including its:

 

  • Prospectus

  • Financial information

  • Holdings

  • Proxy voting information

TSR-SAR 083124-BLUIX

HVIA Equity Fund 

Institutional Class (HVEIX)

Semi-Annual Shareholder Report - August 31, 2024

Image

Fund Overview

This semi-annual shareholder report contains important information about HVIA Equity Fund (the "Fund") for the period of March 1, 2024 to August 31, 2024. You can find additional information about the Fund at www.hviafunds.com. You can also request this information by contacting us at (888) 209-8710.

What were the Fund’s costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Institutional Class
$51
0.99%

How did the Fund perform during the reporting period? 

The equity markets have been up, which is traditional for a Presidential election year. Earnings have come in ahead of expectations with margins near record levels. The overhang of higher inflation limited stock appreciation to the larger cap technology equities early in the year with a broadening out of the market during the quarter. Overall, the underlying economy is solid, with GDP being in the low single digits. We expected inflation not to be an issue as the year progressed, which occurred. This lower inflationary expectation allowed a shift from the Federal Reserve’s focus on inflation to that of slowing employment. This allowed Fed Chairman Jerome Powell to cut the Fed Funds rate by 50 basis points during the quarter.

 

The HVIA Fund underperformed for the quarter ending August 31, 2024, returning 4.89% compared to the S&P 500 Index which recorded a gain of 7.39%. The underperformance was due to our limited sector exposure to Utilities and Real Estate which were the two top quarterly performers. The lowering of interest rates by the Federal Reserve and the anticipated need for a significant increase in power demand from AI were the main drivers for the sector's outperformance. We continue to hold a large exposure to Technology and Healthcare which were flat to slightly up for the period.

 

In terms of individual holdings, the Fund was hurt by our exposure to Dollar General (DG). The company saw a quarterly drop of 40.28% due to the resetting of earning expectations for the remainder of the year and the resetting of earnings into 2025. We no longer hold the position as we lost confidence in management’s ability to follow through on its business strategy.

As we move into the final quarter of the year we continue to believe that we have an upward bias to markets as productivity gains, record margins and earnings growth coupled with lower rates should allow for further equity appreciation.

 

How has the Fund performed since inception? 

Total Return Based on $25,000 Investment

Growth of 10K Chart
HVIA Equity Fund - Institutional Class
S&P 500® Index
10/03/16
$25,000
$25,000
8/31/17
$30,118
$29,144
8/31/18
$35,300
$34,875
8/31/19
$36,319
$35,894
8/31/20
$47,796
$43,768
8/31/21
$61,673
$57,408
8/31/22
$52,659
$50,962
8/31/23
$62,378
$59,088
8/31/24
$77,272
$75,122

Average Annual Total Returns 

1 Year
5 Years
Since Inception (October 3, 2016)
HVIA Equity Fund - Institutional Class
23.88%
16.30%
15.33%
S&P 500® Index
27.14%
15.92%
14.92%

The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Fund Statistics 

  • Net Assets$62,304,180
  • Number of Portfolio Holdings49
  • Advisory Fee (net of waivers)$154,048
  • Portfolio Turnover7%

Asset Weighting (% of total investments)

Group By Asset Type Chart
Value
Value
Common Stocks
93.9%
Money Market Funds
6.1%

What did the Fund invest in? 

Sector Weighting (% of net assets)

Group By Sector Chart
Value
Value
Other Assets in Excess of Liabilities
0.1%
Utilities
0.3%
Materials
1.9%
Consumer Staples
2.0%
Communications
2.6%
Real Estate
2.9%
Energy
4.3%
Money Market Funds
6.1%
Health Care
11.7%
Industrials
12.2%
Consumer Discretionary
12.6%
Financials
13.9%
Technology
29.4%

Top 10 Holdings (% of net assets)

Holding Name
% of Net Assets
NVIDIA Corporation
6.3%
KLA Corporation
4.9%
Amazon.com, Inc.
3.6%
Eli Lilly & Company
3.4%
Microsoft Corporation
3.4%
American Express Company
3.3%
Advanced Micro Devices, Inc.
3.2%
Marsh & McLennan Companies, Inc.
2.8%
Apple, Inc.
2.7%
Chipotle Mexican Grill, Inc.
2.7%

Material Fund Changes

No material changes occurred during the period ended August 31, 2024

Image

HVIA Equity Fund (HVEIX)

Semi-Annual Shareholder Report - August 31, 2024

Where can I find additional information about the Fund? 

Additional information is available on the Fund's website (www.hviafunds.com), including its:

 

  • Prospectus

  • Financial information

  • Holdings

  • Proxy voting information

TSR-SAR 083124-HVEIX

Nia Impact Solutions Fund 

(NIAGX)

Semi-Annual Shareholder Report - August 31, 2024

Image

Fund Overview

This semi-annual shareholder report contains important information about Nia Impact Solutions Fund (the "Fund") for the period of March 1, 2024 to August 31, 2024. You can find additional information about the Fund at www.niaimpactfunds.com. You can also request this information by contacting us at (833) 571-2833.

What were the Fund’s costs for the last six months?

(based on a hypothetical $10,000 investment)

Fund Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Nia Impact Solutions Fund
$53
0.99%

How did the Fund perform during the reporting period? 

Dear Shareholder,

 

During the period March 1 to August 31, NIAGX returned 12.87%, outperforming the MSCI ACWI IMI by 2.56%. Top-performing sectors for NIAGX were Real Estate, Financials, and Health Care, while the bottom performers were Materials, Industrials, and Consumer Staples.

 

The Fund’s relative performance was driven largely by stock selection. Iron Mountain (IRM), a REIT specializing in storage and information management, was a standout, returning 46.29% and contributing 110 basis points to overall performance. Iron Mountain, aligning with Nia’s "Thriving Communities" theme, supports clients' renewable energy goals through green data centers and sustainable asset lifecycle management. The company's strong growth in data centers, which service AI needs, was a key driver of performance. First Solar (FSLR), a solar panel manufacturer aligned with Nia’s "Sustainable Planet" theme, also contributed positively, returning 47.75% and 109 basis points to performance, driven by rising sales, strong cash flow, and reduced debt.

 

STMicroelectronics (STM) and Advanced Micro Devices (AMD) were the main detractors to performance. STM fell 29.75%, detracting 76 basis points from performance. The company, which meets Nia’s "Thriving Communities" theme, faced revenue and margin pressures, particularly in its automotive and microcontroller segments. AMD fell 22.84%, reducing fund performance by 61 basis points. Although AMD beat earnings expectations, the stock was affected by a broader correction in mega-cap AI companies following a strong two-year run.

 

Overall, the portfolio benefited from the rotation away from mega-cap stocks as investors became wary of rising costs tied to generative AI. An improving interest rate environment boosted small and mid-cap holdings, while strategic investments in infrastructure supported a sustainable transition for generative AI, including companies that work to cool data centers and reduce their carbon footprint.

 

With much care,

The Nia Impact Capital Team

How has the Fund performed since inception? 

Total Return Based on $10,000 Investment

Growth of 10K Chart
Nia Impact Solutions Fund
MSCI ACWI Index
May-2022
$10,000
$9,999
Aug-2022
$10,220
$9,905
Aug-2023
$10,205
$11,225
Aug-2024
$12,637
$13,765

Average Annual Total Returns 

1 Year
Since Inception (May 10, 2022)
Nia Impact Solutions Fund
23.82%
10.66%
MSCI ACWI Index
22.64%
14.84%

The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Fund Statistics 

  • Net Assets$82,850,522
  • Number of Portfolio Holdings51
  • Advisory Fee (net of waivers)$203,962
  • Portfolio Turnover1%

Asset Weighting (% of total investments)

Group By Asset Type Chart
Value
Value
Common Stocks
96.2%
Money Market Funds
3.8%

What did the Fund invest in? 

Sector Weighting (% of net assets)

Group By Sector Chart
Value
Value
Liabilities in Excess of Other Assets
-0.2%
Utilities
0.9%
Communications
3.7%
Money Market Funds
3.8%
Consumer Staples
4.3%
Financials
5.2%
Energy
5.4%
Materials
5.8%
Real Estate
6.0%
Consumer Discretionary
6.3%
Health Care
15.0%
Industrials
16.7%
Technology
27.1%

Top 10 Holdings (% of net assets)

Holding Name
% of Net Assets
International Business Machines Corporation
4.2%
Vertex Pharmaceuticals, Inc.
4.2%
Iron Mountain, Inc.
3.9%
Taiwan Semiconductor Manufacturing Company Ltd. - ADR
3.8%
Stantec, Inc.
3.8%
SAP SE - ADR
3.2%
Amalgamated Financial Corporation
3.2%
Carlisle Companies, Inc.
3.1%
AECOM
3.1%
Palo Alto Networks, Inc.
3.0%

Material Fund Changes

On August 6, 2024, Jethro Townsend, CFA, Partner and Portfolio Manager, became a member of the portfolio management team of the Fund, joining Kristin Hull, PhD, who will continue to serve as a portfolio manager of the Fund. 

Image

Nia Impact Solutions Fund (NIAGX)

Semi-Annual Shareholder Report - August 31, 2024

Where can I find additional information about the Fund? 

Additional information is available on the Fund's website (www.niaimpactfunds.com), including its:

 

  • Prospectus

  • Financial information

  • Holdings

  • Proxy voting information

TSR-SAR 083124-NIAGX

 

 

(b) Not applicable

Item 2. Code of Ethics.

Not required

Item 3. Audit Committee Financial Expert.

Not required

Item 4. Principal Accountant Fees and Services.

Not required

Item 5. Audit Committee of Listed Registrants.

Not applicable

Item 6. Investments.

(a) The Registrant’s schedule of investments is included in the Financial Statements under Item 7 of this form.

(b) Not applicable

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies

(a)

 

 

(LOGO) 

 

 

 

 

 

 

 

 

 

 

 

Blueprint Adaptive

 

Growth Allocation Fund

 

Institutional Class: (BLUIX)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Statements

 

August 31, 2024

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS
August 31, 2024 (Unaudited)
COMMON STOCKS — 88.0%   Shares     Value  
Communications — 7.1%                
Cable & Satellite — 0.2%                
Comcast Corporation - Class A     6,165     $ 243,949  
                 
Internet Media & Services — 5.2%                
Alphabet, Inc.- Class A     9,091       1,485,287  
Alphabet, Inc.- Class C     7,536       1,244,269  
Booking Holdings, Inc.     113       441,743  
Meta Platforms, Inc.- Class A     7,035       3,667,416  
Netflix, Inc.(a)     1,323       927,886  
Shopify, Inc.- Class A (a)     10,613       786,105  
              8,552,706  
Publishing & Broadcasting — 0.1%                
TKO Group Holdings, Inc.     1,287       152,162  
                 
Telecommunications — 1.6%                
AT&T, Inc.     23,013       457,959  
Deutsche Telekom AG - ADR     30,396       864,158  
SoftBank Group Corporation - ADR     13,726       398,603  
T-Mobile US, Inc.     1,719       341,600  
Verizon Communications, Inc.     14,645       611,868  
              2,674,188  
Consumer Discretionary — 6.4%                
Apparel & Textile Products — 0.7%                
Deckers Outdoor Corporation (a)     999       958,331  
Skechers U.S.A., Inc.- Class A (a)     3,816       261,319  
              1,219,650  
Automotive — 1.2%                
General Motors Company     4,143       206,239  
Tesla, Inc.(a)     8,304       1,777,969  
              1,984,208  
E-Commerce Discretionary — 1.6%                
Amazon. com, Inc.(a)     14,378       2,566,473  
                 
Home & Office Products — 0.2%                
Tempur Sealy International, Inc.     6,030       316,153  

1

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 88.0% (Continued)   Shares     Value  
Consumer Discretionary — 6.4% (Continued)                
Home Construction — 0.9%                
KB Home     2,585     $ 216,390  
M/I Homes, Inc.(a)     1,353       215,628  
Meritage Homes Corporation     1,278       253,133  
Taylor Morrison Home Corporation (a)     3,235       217,813  
Toll Brothers, Inc.     3,188       459,295  
Tri Pointe Homes, Inc.(a)     3,590       159,540  
              1,521,799  
Leisure Facilities & Services — 0.4%                
McDonald’s Corporation     1,087       313,774  
Starbucks Corporation     1,716       162,282  
Texas Roadhouse, Inc.     1,204       203,175  
              679,231  
Retail - Discretionary — 1.4%                
Abercrombie & Fitch Company - Class A (a)     1,669       246,294  
Dick’s Sporting Goods, Inc.     1,406       333,166  
Group 1 Automotive, Inc.     391       147,313  
Home Depot, Inc. (The)     3,014       1,110,659  
Lowe’s Companies, Inc.     1,776       441,336  
              2,278,768  
Consumer Staples — 5.9%                
Beverages — 1.5%                
Anheuser-Busch InBev S.A./N.V. - ADR     12,781       785,265  
Coca-Cola Company (The)     12,241       887,105  
PepsiCo, Inc.     4,346       751,337  
              2,423,707  
Food — 0.5%                
BellRing Brands, Inc.(a)     4,120       230,432  
Ingredion, Inc.     1,445       194,078  
Nestlé S.A. - ADR     3,648       390,044  
              814,554  
Household Products — 1.6%                
Colgate-Palmolive Company     2,568       273,492  
Procter & Gamble Company (The)     9,228       1,582,971  
Unilever plc - ADR     13,362       865,724  
              2,722,187  

2

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 88.0% (Continued)   Shares     Value  
Consumer Staples — 5.9% (Continued)                
Retail - Consumer Staples — 1.6%                
Casey’s General Stores, Inc.     732     $ 265,211  
Costco Wholesale Corporation     1,415       1,262,718  
Target Corporation     1,279       196,480  
Walmart, Inc.     11,593       895,327  
              2,619,736  
Tobacco & Cannabis — 0.5%                
Altria Group, Inc.     4,987       268,151  
Philip Morris International, Inc.     4,549       560,846  
              828,997  
Wholesale - Consumer Staples — 0.2%                
US Foods Holding Corporation (a)     4,972       294,392  
                 
Energy — 2.7%                
Oil & Gas Producers — 2.7%                
Enbridge, Inc.     21,799       875,884  
Exxon Mobil Corporation     16,474       1,942,944  
Shell plc - ADR     10,628       761,602  
TotalEnergies SE - ADR     11,308       780,252  
              4,360,682  
Financials — 11.0%                
Asset Management — 0.8%                
BlackRock, Inc.     443       399,502  
Brookfield Corporation     16,875       848,475  
              1,247,977  
Banking — 5.5%                
Bank of America Corporation     19,468       793,321  
Bank of Nova Scotia (The)     15,957       795,935  
BNP Paribas S.A. - ADR     22,665       785,116  
Citigroup, Inc.     5,368       336,251  
Commonwealth Bank of Australia - ADR     9,150       865,590  
HSBC Holdings plc - ADR     16,300       724,698  
JPMorgan Chase & Company     10,469       2,353,431  
Mitsubishi UFJ Financial Group, Inc.- ADR     66,924       704,710  
Royal Bank of Canada     7,119       859,833  
Toronto-Dominion Bank (The)     6,876       412,010  
US Bancorp     3,654       172,578  
Wells Fargo & Company     5,162       301,822  
              9,105,295  

3

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 88.0% (Continued)   Shares     Value  
Financials — 11.0% (Continued)                
Institutional Financial Services — 0.9%                
Bank of New York Mellon Corporation (The)     2,313     $ 157,793  
Evercore, Inc.- Class A     813       199,787  
Goldman Sachs Group, Inc. (The)     860       438,815  
Interactive Brokers Group, Inc.- Class A     2,597       334,727  
Morgan Stanley     3,899       403,975  
              1,535,097  
Insurance — 3.6%                
Allianz SE - ADR     25,364       786,284  
Berkshire Hathaway, Inc.- Class B (a)     7,153       3,404,256  
Kinsale Capital Group, Inc.     542       266,171  
MetLife, Inc.     2,006       155,425  
Old Republic International Corporation     5,728       205,463  
Primerica, Inc.     1,673       440,384  
RenaissanceRe Holdings Ltd.     1,220       310,844  
Unum Group     5,075       281,611  
              5,850,438  
Specialty Finance — 0.2%                
American Express Company     1,469       379,957  
                 
Health Care — 9.5%                
Biotech & Pharma — 6.5%                
AbbVie, Inc.     5,360       1,052,222  
Amgen, Inc.     1,702       568,179  
AstraZeneca plc - ADR     9,292       814,165  
CSL Ltd.- ADR     7,787       812,028  
Eli Lilly & Company     2,498       2,398,130  
Gilead Sciences, Inc.     3,724       294,196  
Johnson & Johnson     7,374       1,223,052  
Novartis AG - ADR     7,068       854,450  
Novo Nordisk A/S - ADR     5,372       747,567  
Pfizer, Inc.     9,134       264,977  
Roche Holding AG - ADR     18,742       793,349  
Sanofi - ADR     15,629       879,288  
              10,701,603  
Health Care Facilities & Services — 1.3%                
Encompass Health Corporation     2,025       188,426  
Ensign Group, Inc. (The)     1,143       173,005  
UnitedHealth Group, Inc.     3,055       1,803,061  
              2,164,492  

4

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 88.0% (Continued)   Shares     Value  
Health Care — 9.5% (Continued)                
Medical Equipment & Devices — 1.7%                
Abbott Laboratories     5,354     $ 606,447  
Danaher Corporation     1,971       530,810  
Glaukos Corporation (a)     1,073       143,664  
Medtronic plc     3,883       343,956  
Merit Medical Systems, Inc.(a)     1,547       149,564  
Penumbra, Inc.(a)     1,365       276,167  
Thermo Fisher Scientific, Inc.     1,174       722,092  
              2,772,700  
Industrials — 7.2%                
Aerospace & Defense — 1.1%                
Airbus SE - ADR     10,064       386,357  
Curtiss-Wright Corporation     957       302,278  
General Dynamics Corporation     691       206,858  
Lockheed Martin Corporation     666       378,354  
RTX Corporation     3,790       467,459  
              1,741,306  
Commercial Support Services — 0.8%                
Clean Harbors, Inc.(a)     1,631       401,063  
Recruit Holdings Company Ltd.- ADR     73,371       912,735  
              1,313,798  
Diversified Industrials — 1.3%                
3M Company     1,599       215,369  
General Electric Company     3,380       590,216  
Honeywell International, Inc.     956       198,762  
ITT, Inc.     2,011       279,972  
Siemens AG - ADR     8,363       787,627  
              2,071,946  
Electrical Equipment — 1.3%                
AAON, Inc.     2,101       200,666  
Badger Meter, Inc.     1,057       218,735  
Lennox International, Inc.     921       543,565  
nVent Electric plc     2,635       179,075  
Schneider Electric SE - ADR     15,735       798,709  
SPX Technologies, Inc.(a)     971       158,409  
              2,099,159  
Engineering & Construction — 0.6%                
AECOM     2,947       295,112  
EMCOR Group, Inc.     1,644       646,191  
              941,303  

5

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 88.0% (Continued)   Shares     Value  
Industrials — 7.2% (Continued)                
Industrial Support Services — 0.3%                
Applied Industrial Technologies, Inc.     1,090     $ 223,581  
Watsco, Inc.     756       359,418  
              582,999  
Machinery — 0.6%                
Caterpillar, Inc.     1,489       530,233  
Crane Company     1,237       195,916  
ESAB Corporation     1,581       165,958  
Federal Signal Corporation     1,811       171,121  
              1,063,228  
Transportation & Logistics — 1.2%                
Canadian Pacific Kansas City Ltd.     4,746       393,633  
Deutsche Post AG - ADR     9,116       395,726  
FedEx Corporation     668       199,578  
Landstar System, Inc.     1,156       211,039  
Union Pacific Corporation     1,808       463,011  
XPO, Inc.(a)     3,334       382,143  
              2,045,130  
Materials — 1.9%                
Chemicals — 1.2%                
BASF SE - ADR     31,062       394,177  
Linde plc     3,295       1,575,834  
              1,970,011  
Construction Materials — 0.5%                
Eagle Materials, Inc.     1,022       263,421  
Owens Corning     1,484       250,395  
Simpson Manufacturing Company, Inc.     1,521       278,434  
              792,250  
Forestry, Paper & Wood Products — 0.1%                
Boise Cascade Company     1,446       196,107  
                 
Steel — 0.1%                
ATI, Inc.(a)     3,829       244,596  

6

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 88.0% (Continued)   Shares     Value  
Real Estate — 10.6%                
REITs — 10.6%                
American Homes 4 Rent - Class A     6,690     $ 266,061  
American Tower Corporation     8,001       1,792,704  
AvalonBay Communities, Inc.     3,044       687,122  
BXP, Inc.     2,860       215,129  
Crown Castle, Inc.     6,728       753,671  
Digital Realty Trust, Inc.     6,231       944,682  
Equinix, Inc.     1,452       1,211,491  
Equity LifeStyle Properties, Inc.     3,887       282,624  
Equity Residential     7,310       547,373  
Essex Property Trust, Inc.     1,400       422,506  
Extra Space Storage, Inc.     3,746       663,042  
Federal Realty Investment Trust     1,710       196,650  
Invitation Homes, Inc.     12,180       448,711  
Iron Mountain, Inc.     5,381       609,452  
Kimco Realty Corporation     12,738       296,286  
Lamar Advertising Company - Class A     1,648       207,285  
Mid-America Apartment Communities, Inc.     2,638       428,332  
Prologis, Inc.     10,760       1,375,343  
Public Storage     2,361       811,523  
Realty Income Corporation     11,717       727,743  
Regency Centers Corporation     3,425       248,963  
Rexford Industrial Realty, Inc.     4,514       229,853  
SBA Communications Corporation     2,116       479,613  
Simon Property Group, Inc.     6,153       1,029,705  
Sun Communities, Inc.     2,466       333,502  
UDR, Inc.     6,687       297,638  
VICI Properties, Inc.     18,330       613,688  
Welltower, Inc.     10,636       1,283,552  
              17,404,244  
Technology — 24.1%                
Semiconductors — 7.6%                
ASML Holding N.V.     457       413,069  
Broadcom, Inc.     13,410       2,183,416  
NVIDIA Corporation     75,967       9,068,181  
QUALCOMM, Inc.     1,677       293,978  
Texas Instruments, Inc.     2,663       570,787  
              12,529,431  

7

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 88.0% (Continued)   Shares     Value  
Technology — 24.1% (Continued)                
Software — 5.4%                
Adobe, Inc.(a)     1,338     $ 768,560  
Dynatrace, Inc.(a)     3,564       180,410  
Intuit, Inc.     779       490,972  
Microsoft Corporation     11,693       4,877,618  
Oracle Corporation     4,876       688,930  
Salesforce, Inc.     3,000       758,700  
SAP SE - ADR     3,632       797,987  
SPS Commerce, Inc.(a)     1,193       238,290  
              8,801,467  
Technology Hardware — 8.6%                
Apple, Inc.     53,204       12,183,716  
Cisco Systems, Inc.     5,857       296,013  
Nintendo Company Ltd.- ADR     54,343       739,065  
Sony Group Corporation - ADR     9,144       892,088  
              14,110,882  
Technology Services — 2.5%                
Accenture plc - Class A     1,121       383,326  
Insight Enterprises, Inc.(a)     1,150       249,631  
International Business Machines Corporation     2,787       563,336  
Mastercard, Inc.- Class A     2,532       1,223,817  
PayPal Holdings, Inc.(a)     2,930       212,220  
Science Applications International Corporation     1,639       214,037  
Visa, Inc.- Class A     4,806       1,328,234  
              4,174,601  
Utilities — 1.6%                
Electric Utilities — 1.6%                
Duke Energy Corporation     2,464       280,773  
Enel S.p.A. - ADR     101,294       764,770  
Iberdrola S.A. - ADR     14,108       802,463  
NextEra Energy, Inc.     6,151       495,217  
Southern Company (The)     3,244       280,281  
              2,623,504  
                 
Total Common Stocks (Cost $116,678,353)           $ 144,717,063  

8

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
EXCHANGE-TRADED FUNDS — 11.0%   Shares     Value  
ClearShares Ultra-Short Maturity ETF     22,500     $ 2,254,838  
Global X MSCI Greece ETF     4,646       194,574  
iShares 20+ Year Treasury Bond ETF     11,000       1,061,390  
iShares China Large-Cap ETF     93,600       2,476,656  
iShares Gold Trust (a)     71,732       3,391,489  
iShares MSCI Brazil ETF     12,568       375,406  
iShares MSCI India ETF (a)     64,693       3,734,080  
iShares MSCI Philippines ETF     6,512       179,471  
iShares MSCI Saudi Arabia ETF     3,856       163,379  
iShares MSCI South Korea ETF     40,404       2,646,462  
iShares MSCI Taiwan ETF     19,095       1,027,311  
iShares MSCI Thailand ETF     6,099       375,393  
iShares MSCI Turkey ETF     4,815       178,444  
Total Exchange-Traded Funds (Cost $15,932,393)           $ 18,058,893  
                 
MONEY MARKET FUNDS — 0.9%   Shares     Value  
Federated Hermes Government Obligations Fund - Institutional Class, 5.16% (b)     146,218     $ 146,218  
First American Government Obligations Fund - Class X, 5.22% (b)     1,334,407       1,334,407  
Total Money Market Funds (Cost $1,480,625)           $ 1,480,625  
                 
Investments at Value — 99.9% (Cost $134,091,371)           $ 164,256,581  
                 
Other Assets in Excess of Liabilities — 0.1%             196,990  
                 
Net Assets — 100.0%           $ 164,453,571  

 

(a) Non-income producing security.

 

(b) The rate shown is the 7-day effective yield as of August 31, 2024.

 

A/S - Aktieselskab
 
ADR - American Depositary Receipt
 
AG - Aktiengesellschaft
 
N.V. - Naamloze Vennootschap
 
plc - Public Limited Company
 
S.A. - Societe Anonyme
 
SE - Societe Europaea
 
S.p.A. - Societa per azioni

 

See accompanying notes to financial statements.

9

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
STATEMENT OF ASSETS AND LIABILITIES
August 31, 2024 (Unaudited)
ASSETS      
Investments:      
At cost   $ 134,091,371  
At value (Note 2)   $ 164,256,581  
Receivable for capital shares sold     481,474  
Dividends receivable     174,662  
Tax reclaims receivable     43,443  
Other assets     34,525  
Total assets     164,990,685  
         
LIABILITIES        
Due to custodian     42  
Payable for capital shares redeemed     371,713  
Payable to the Adviser (Note 4)     134,284  
Payable to administrator (Note 4)     19,785  
Other accrued expenses     11,290  
Total liabilities     537,114  
         
CONTINGENCIES AND COMMITMENTS (Note 7)      
         
NET ASSETS   $ 164,453,571  
         
NET ASSETS CONSIST OF:        
Paid-in capital   $ 136,102,734  
Accumulated earnings     28,350,837  
NET ASSETS   $ 164,453,571  
         
NET ASSET VALUE PER SHARE:        
INSTITUTIONAL CLASS        
Net assets applicable to Institutional Class   $ 164,453,571  
Institutional Class shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)     11,312,574  
Net asset value, offering price and redemption price per share (Note 2)   $ 14.54  

 

See accompanying notes to financial statements.

10

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
STATEMENT OF OPERATIONS
For the Six Months Ended August 31, 2024 (Unaudited)
INVESTMENT INCOME        
Dividend income (net of foreign withholding taxes of $75,995)   $ 1,439,341  
         
EXPENSES        
Management fees (Note 4)     735,727  
Administration fees (Note 4)     72,816  
Fund accounting fees (Note 4)     24,331  
Registration and filing fees     17,993  
Legal fees     13,882  
Trustees’ fees and expenses (Note 4)     10,739  
Transfer agent fees (Note 4)     10,083  
Audit and tax services fees     9,432  
Custodian and bank service fees     8,406  
Compliance service fees (Note 4)     8,391  
Postage and supplies     6,175  
Shareholder report expense     5,530  
Insurance expense     1,748  
Other expenses     11,737  
Total Expenses     936,990  
Management fees recouped (Note 4)     31,075  
Net Expenses     968,065  
         
NET INVESTMENT INCOME     471,276  
         
REALIZED AND UNREALIZED GAINS ON INVESTMENTS AND FOREIGN CURRENCIES        
Net realized gains from:        
Investment transactions     4,422,922  
Foreign currency transactions     69  
Net change in unrealized appreciation (depreciation) on:        
Investments     8,587,888  
Foreign currency translations     206  
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS AND FOREIGN CURRENCIES     13,011,085  
         
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 13,482,361  

 

See accompanying notes to financial statements.

11

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
STATEMENTS OF CHANGES IN NET ASSETS
    Six Months Ended     Year Ended  
    August 31, 2024     February 29,  
    (Unaudited)     2024  
FROM OPERATIONS                
Net investment income   $ 471,276     $ 697,895  
Net realized gains (losses) from:                
Investment transactions     4,422,922       2,671,326  
Foreign currency transactions     69       (51 )
Long-term capital gain distributions from regulated investment companies           45,026  
Net change in unrealized appreciation (depreciation) on:                
Investments     8,587,888       18,971,762  
Foreign currency translations     206       61  
Net increase in net assets resulting from operations     13,482,361       22,386,019  
                 
FROM DISTRIBUTIONS TO SHAREHOLDERS (Note 2)                
Institutional Class           (820,274 )
                 
CAPITAL SHARE TRANSACTIONS                
Investor Class                
Proceeds from shares sold           947,539  
Payments for shares redeemed           (600,561 )
Shares exchanged for Institutional Class (Note 1)           (2,071,807 )
Net decrease in Investor Class net assets from capital share transactions           (1,724,829 )
                 
Institutional Class                
Proceeds from shares sold     36,650,520       52,055,826  
Shares exchanged from Investor Class (Note 1)           2,071,807  
Net asset value of shares issued in reinvestment of distributions to shareholders           819,930  
Payments for shares redeemed     (27,789,338 )     (28,440,584 )
Net increase in Institutional Class net assets from capital share transactions     8,861,182       26,506,979  
                 
TOTAL INCREASE IN NET ASSETS     22,343,543       46,347,895  
                 
NET ASSETS                
Beginning of period     142,110,028       95,762,133  
End of period   $ 164,453,571     $ 142,110,028  

 

See accompanying notes to financial statements.

12

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
STATEMENTS OF CHANGES IN NET ASSETS (Continued)
    Six Months Ended     Year Ended  
    August 31, 2024     February 29,  
    (Unaudited)     2024  
CAPITAL SHARES ACTIVITY                
Investor Class                
Shares sold           81,625  
Shares redeemed           (51,105 )
Shares exchanged for Institutional Class (Note 1)           (171,941 )
Net decrease in shares outstanding           (141,421 )
Shares outstanding at beginning of year           141,421  
Shares outstanding at end of year            
                 
Institutional Class                
Shares sold     2,618,972       4,350,957  
Shares issued in connection with exchange of Investor Class shares (Note 1)           170,803  
Shares issued in reinvestment of distributions to shareholders           65,700  
Shares redeemed     (2,000,118 )     (2,422,336 )
Net increase in shares outstanding     618,854       2,165,124  
Shares outstanding at beginning of period     10,693,720       8,528,596  
Shares outstanding at end of period     11,312,574       10,693,720  

 

See accompanying notes to financial statements.

13

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
INSTITUTIONAL CLASS
FINANCIAL HIGHLIGHTS

 

Per Share Data for a Share Outstanding Throughout Each Period 

 

    Six Months                          
    Ended                          
    August 31,     Year Ended     Year Ended     Year Ended     Period Ended  
    2024     February 29,     February 28,     February 28,     February 28,  
    (Unaudited)     2024     2023     2022     2021(a)  
Net asset value at beginning of period   $ 13.29     $ 11.05     $ 12.74     $ 12.04     $ 10.00  
Income (loss) from investment operations:                                        
Net investment income (b)(c)     0.04       0.08       0.09       0.07       0.02  
Net realized and unrealized gains (losses) on investments and foreign currencies     1.21       2.24       (1.72)       0.69       2.06  
Total from investment operations     1.25       2.32       (1.63)       0.76       2.08  
Less distributions from:                                        
Net investment income           (0.08)       (0.06)       (0.06)       (0.04)  
Net asset value at end of period   $ 14.54     $ 13.29     $ 11.05     $ 12.74     $ 12.04  
Total return (d)     9.41 (e)     21.07     (12.82 %)      6.29     20.80 (e)
Net assets at end of period (000’s)   $ 164,454     $ 142,110     $ 94,207     $ 80,032     $ 53,273  
Ratios/supplementary data:                                        
Ratio of total expenses to average net assets (f)     1.21 %(g)     1.28%       1.33%       1.40%       1.93 %(g)
Ratio of net expenses to average net assets (f)(h)     1.25 %(g)     1.25%       1.25%       1.26 %(i)      1.35 %(g)(i)
Ratio of net investment income to average net assets (c)(f)(h)     0.61 %(g)     0.66%       0.76%       0.54     0.20 %(g)
Portfolio turnover rate     81 (e)     244 %     278 %     130 %     95 (e)

 

(a) Represents the period from the commencement of operations (March 31, 2020) through February 28, 2021.

 

(b) Per share net investment income has been determined on the basis of average number of shares outstanding during the period.

 

(c) Recognition of net investment income by the Fund is affected by the timing of the declaration of the dividends by the underlying investment companies in which the Fund invests.

 

(d) Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would have been lower had the Adviser not reduced management fees and/or reimbursed expenses (Note 4).

 

(e) Not annualized.

 

(f) Ratios of expenses and net investment income to average net assets do not reflect the Fund’s proportionate share of income and expenses of the underlying investment companies in which the Fund invests.

 

(g) Annualized.

 

(h) Ratio was determined after management fees reductions and/or expense reimbursements and recoupments (Note 4).

 

(i) Includes costs to organize the Fund of 0.01% and 0.10% for the year ended February 28, 2022 and period ended February 28, 2021, respectively, which are excluded from the Expense Limitation Agreement (Note 4).

 

See accompanying notes to financial statements.

14

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
NOTES TO FINANCIAL STATEMENTS
August 31, 2024 (Unaudited)

 

1. Organization

 

Blueprint Adaptive Growth Allocation Fund (formerly Blueprint Growth Fund) (the “Fund”) is a diversified series of Ultimus Managers Trust (the “Trust”). The Trust is an open-end management investment company established as an Ohio business trust under a Declaration of Trust dated February 28, 2012. Other series of the Trust are not incorporated in this report. The Fund commenced operations on March 31, 2020.

 

The investment objective of the Fund is to seek capital appreciation while managing risk.

 

The Fund currently offers one class of shares: Institutional Class shares (sold without any sales loads and distribution and/or shareholder servicing fees and requiring a $5,000 initial investment). Prior to December 8, 2023, the Fund offered two classes of shares, Investor Class shares (sold without any sales loads, but subject to a distribution and/or shareholder servicing fee of up to 0.25% of the average daily net assets attributable to Investor Class shares and requiring a $5,000 initial investment) and Institutional Class shares (sold without any sales loads and distribution and/or shareholder servicing fees and requiring a $15,000 initial investment). On December 8, 2023, all existing Investor Class shares were converted into Institutional Class shares at the Institutional Class net asset value per share as of December 8, 2023, which was $12.13. After December 8, 2023, Investor Class shares were no longer offered by the Fund.

 

2. Significant Accounting Policies

 

The following is a summary of the Fund’s significant accounting policies used in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Fund follows accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”

 

Regulatory updateTailored Shareholder Reports for Mutual Funds and Exchange-Traded Funds (“ETFs”) – Effective January 24, 2023, the Securities and Exchange Commission (the “SEC”) adopted rule and form amendments to require mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information. Other information, including financial statements, will no longer appear in a streamlined shareholder report but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. The Fund has implemented the rule and form requirements, as applicable, and is currently adhering to the requirements.

15

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

 

Securities valuation – The Fund values its portfolio securities at fair value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open for business. The Fund values its listed securities, including common stocks and ETFs, on the basis of the security’s last sale price on the security’s primary exchange, if available, otherwise at the exchange’s most recently quoted mean price. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. Option contracts, if any, are valued at the closing price on the exchanges on which they are primarily traded; if no closing price is available at the time of valuation, the option will be valued at the mean of the closing bid and ask prices for that day. When using a quoted price and when the market for the security is considered active, the security will be classified as Level 1 within the fair value hierarchy (see below). In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value as determined by Blueprint Fund Management, LLC (the “Adviser”), as the Fund’s valuation designee, in accordance with procedures adopted by the Board of Trustees (the “Board”) pursuant to Rule 2a-5 under the Investment Company Act of 1940, as amended (the “1940 Act”). Under these procedures, the securities will be classified as Level 2 or 3 within the fair value hierarchy, depending on the inputs used. Unavailable or unreliable market quotes may be due to the following factors: a substantial bid-ask spread; infrequent sales resulting in stale prices; insufficient trading volume; small trade sizes; a temporary lapse in any reliable pricing source; and actions of the securities or futures markets, such as the suspension or limitation of trading. As a result, the prices of securities used to calculate the Fund’s net asset value (“NAV”) may differ from quoted or published prices for the same securities.

 

GAAP establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements.

 

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

 

Level 1 – quoted prices in active markets for identical securities

 

Level 2 – other significant observable inputs

 

Level 3 – significant unobservable inputs

 

The inputs or methods used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.

16

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

 

The following is a summary of the Fund’s investments and the level of inputs used to value the investments as of August 31, 2024: 

 

    Level 1     Level 2     Level 3     Total  
Common Stocks   $ 144,717,063     $     $     $ 144,717,063  
Exchange-Traded Funds     18,058,893                   18,058,893  
Money Market Funds     1,480,625                   1,480,625  
Total   $ 164,256,581     $     $     $ 164,256,581  
                                 

 

Refer to the Fund’s Schedule of Investments for a listing of the common stocks by sector and industry type. The Fund did not hold any derivative instruments or any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the six months ended August 31, 2024.

 

Foreign currency translation – Securities and other assets and liabilities denominated in or expected to settle in foreign currencies, if any, are translated into U.S. dollars based on exchange rates on the following basis:

 

A. The fair values of investment securities and other assets and liabilities are translated as of the close of the NYSE each day.

 

B. Purchases and sales of investment securities and income and expenses are translated at the rate of exchange prevailing as of 4:00 p.m. Eastern Time on the respective date of such transactions.

 

C. The Fund does not isolate that portion of the results of operations caused by changes in foreign exchange rates on investments from those caused by changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses on investments.

 

Reported net realized foreign exchange gains or losses arise from 1) purchases and sales of foreign currencies, 2) currency gains or losses realized between the trade and settlement dates on securities transactions, and 3) the difference between the amounts of dividends and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Reported net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities that result from changes in exchange rates.

 

Cash – The Fund’s cash, if any, is held in a bank account with balances which, at times, may exceed United States federally insured limits set by the Federal Deposit Insurance Corporation. The Fund maintains these balances with a high quality financial institution and may incur charges on cash overdrafts. 

17

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

 

Share valuation – The NAV per share of each class of the Fund is calculated daily by dividing the total value of the assets attributable to that class, less liabilities attributable to that class, by the number of shares outstanding of that class. The offering price and redemption price per share of each class of the Fund is equal to the NAV per share of such class.

 

Investment income – Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the security received. Interest income is accrued as earned. Withholding taxes on foreign dividends, if any, have been recorded in accordance with the Fund’s understanding of the applicable country’s rules and tax rates.

 

Investment transactions – Investment transactions are accounted for on the trade date. Realized gains and losses on investments sold are determined on a specific identification basis.

 

Common expenses – Common expenses of the Trust are allocated among the Fund and the other series of the Trust based on the relative net assets of each series, the number of series in the Trust, or the nature of the services performed and the relative applicability to each series.

 

Allocation between Classes – Investment income earned, realized capital gains and losses, and unrealized appreciation and depreciation are allocated daily to each Class of the Fund based upon its proportionate share of total net assets of the Fund. Class-specific expenses are charged directly to the Class incurring the expense. Common expenses which are not attributable to a specific Class are allocated daily to the Class of shares of the Fund based upon its proportionate share of total net assets of the Fund. Effective December 8, 2023, the allocation between classes no longer applies to the Fund.

 

Distributions to shareholders – The Fund distributes to shareholders any net investment income dividends and net realized capital gains on an annual basis. The amount of such dividends and distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. The tax character of distributions paid to shareholders by the Fund during the year ended February 29, 2024, was ordinary income. No distributions were paid to shareholders during the six months ended August 31, 2024.

 

Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of increase (decrease) in net assets from operations during the reporting period. Actual results could differ from those estimates.

18

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

 

Federal tax – The Fund has qualified and intends to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”). Qualification generally will relieve the Fund of liability for federal income taxes to the extent 100% of its net investment income and net realized capital gains are distributed in accordance with the Code.

 

In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Fund’s intention to declare as dividends in each calendar year equal to at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts from prior years.

 

The following information is computed on a tax basis for each item as of February 29, 2024:

 

Cost of investments   $ 114,997,613  
Gross unrealized appreciation   $ 21,973,312  
Gross unrealized depreciation     (994,965 )
Net unrealized appreciation     20,978,347  
Undistributed ordinary income     206,188  
Accumulated capital and other losses     (6,316,059 )
Distributable earnings   $ 14,868,476  
         

 

As of February 29, 2024, the Fund had short-term capital loss carryforwards of $6,319,059 for federal income tax purposes. These capital loss carryforwards, which do not expire, may be utilized in the current and future years to offset net realized capital gains, if any.

 

The federal tax cost, unrealized appreciation (depreciation) as of August 31, 2024 is as follows:

 

Cost of investments   $ 134,999,602  
Gross unrealized appreciation   $ 29,889,832  
Gross unrealized depreciation     (632,853 )
Net unrealized appreciation   $ 29,256,979  
Net unrealized appreciation on foreign currencies   $ 206  
         

 

The difference between the federal income tax cost of investments and the financial statement cost of investments is due to certain timing differences in the recognition of capital gains or losses under income tax regulations and GAAP. These “book/tax” differences are temporary in nature and are primarily due to the tax deferral of losses on wash sales and adjustments to basis for grantor trusts and passive foreign investment companies.

19

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

 

The Fund recognizes the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” of being sustained assuming examination by tax authorities. Management has reviewed the Fund’s tax positions for the current and all open tax years (generally, three years) and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements. The Fund identifies its major tax jurisdiction as U.S. Federal.

 

The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax on the Statement of Operations. During the six months ended August 31, 2024, the Fund did not incur any interest or penalties.

 

3. Investment Transactions

 

During the six months ended August 31, 2024, the cost of purchases and proceeds from sales of investment securities, other than short-term investments, amounted to $137,883,182 and $121,960,217, respectively.

 

4. Transactions with Related Parties

 

ADVISORY AND SUB-ADVISORY AGREEMENTS

 

Pursuant to the terms of the Advisory Agreement the Adviser serves as the investment adviser to the Fund. The Adviser provides the Fund with the selection of a sub-investment advisor and the compliance and managerial oversight of that sub-adviser and its services to the Fund. The Fund pays the Adviser a management fee, computed and accrued daily and paid monthly, at the annual rate of 0.95% of average daily net assets.

 

Blueprint Investment Partners, LLC (the “Sub-Adviser”) serves as the Funds sub-adviser. Pursuant to the Sub-Advisory Agreement, the Sub-Adviser provides the Fund with a continuous program of investing the Fund’s assets and determining the composition of the Fund’s portfolio. For its services, the Adviser pays the Sub-Adviser an investment sub-advisory fee computed at the annual rate of 0.20% of the Fund’s average daily net assets. The Fund does not directly pay the sub-advisory fee.

 

Pursuant to an Expense Limitation Agreement (“ELA”) between the Fund and the Adviser, the Adviser has agreed contractually, until June 30, 2025, to reduce its management fees and reimburse other expenses to the extent necessary to limit total annual fund operating expenses (excluding brokerage costs, taxes, interest, borrowing costs such as interest and dividend expenses on securities sold short, acquired fund fees and expenses, costs to organize the Fund, extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business) to 1.25% of average daily net assets for Institutional Class shares. Accordingly, during the six months ended August 31, 2024, the Adviser did not reduce its management fees.

20

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

 

Management fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of three years after such fees and expenses were incurred, provided that the repayments do not cause total annual fund operating expenses (exclusive of such reductions and reimbursements) to exceed the lesser of (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. Prior to June 30, 2025, the agreement may not be modified or terminated without the approval of the Board. After June 30, 2025, the ELA may continue from year-to-year provided such continuance is approved by the Board. The ELA may be terminated by the Adviser, or the Board, without approval by the other party, at the end of the then current term upon not less than 90 days’ notice to the other parties as set forth in the ELA. As of August 31, 2024, the Adviser may seek repayment of management fee reductions and expense reimbursements no later than the dates below:

 

February 28, 2025   $ 42,312  
February 28, 2026     68,705  
February 28, 2027     35,519  
Total   $ 146,536  
         

 

During the six months ended August 31, 2024, the Adviser recouped $31,075 of prior management fee reductions and expense reimbursements.

 

OTHER SERVICE PROVIDERS

 

Ultimus Fund Solutions, LLC (“Ultimus”) provides administration, fund accounting, and transfer agency services to the Fund. The Fund pays Ultimus fees in accordance with the agreements for such services. In addition, the Fund pays out-of-pocket expenses including, but not limited to, postage, supplies and certain costs related to the pricing of the Fund’s portfolio securities.

 

Under the terms of a Consulting Agreement with the Trust, Northern Lights Compliance Services, LLC (“NLCS”) provides a Chief Compliance Officer and an Anti-Money Laundering Officer to the Trust, as well as related compliance services. Under the terms of the agreement, NLCS receives fees from the Funds. NLCS is a wholly-owned subsidiary of Ultimus.

 

Under the terms of a Distribution Agreement with the Trust, Ultimus Fund Distributors, LLC (the “Distributor”) serves as principal underwriter to the Fund. The Distributor is a wholly-owned subsidiary of Ultimus. The Distributor is compensated by the Adviser (not the Fund) for acting as principal underwriter.

 

Certain officers of the Trust are also officers of Ultimus and are not paid by the Trust or the Fund for serving in such capacities.

21

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

 

TRUSTEE COMPENSATION

 

Each member of the Board (a “Trustee”) who is not an “interested person” (as defined by the 1940 Act, as amended) of the Trust (“Independent Trustee”) receives an annual retainer and meeting fees, plus reimbursement for travel and other meeting-related expenses.

 

PRINCIPAL HOLDER OF FUND SHARES

 

As of August 31, 2024, the following shareholder owned of record 25% or more of the outstanding shares of the Fund:

 

NAME OF RECORD OWNERS % OWNERSHIP
Institutional Class  
Charles Schwab & Company, Inc. (for the benefit of its customers) 74%

 

A beneficial owner of 25% or more of the Fund’s outstanding shares may be considered a controlling person. That shareholder’s vote could have a more significant effect on matters presented at a shareholders’ meeting.

 

5. Borrowing Costs

 

From time to time, the Fund may have an overdrawn cash balance at the custodian due to redemptions or market movements. When this occurs, the Fund will incur borrowing costs charged by the custodian. During the six months ended August 31, 2024, the Fund did not incur any borrowing costs by the custodian.

 

6. Contingencies and Commitments

 

The Fund indemnifies the Trust’s officers and Trustees for certain liabilities that might arise from their performance of their duties to the Fund. Additionally, in the normal course of business the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

 

7. Investment in Other Investment Companies

 

The Fund may invest a significant portion of its assets in shares of one or more investment companies, including ETFs, open-end mutual funds and money market mutual funds. The Fund will incur additional indirect expenses (acquired fund fees and expenses) to the extent it invests in shares of other investment companies.

22

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

 

8. Subsequent Events

 

The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events.

23

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
OTHER INFORMATION (Unaudited)

 

A description of the policies and procedures that the Fund uses to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-866-983-4525, or on the SEC’s website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge upon request by calling toll-free 1-866-983-4525, or on the SEC’s website at www.sec.gov.

 

The Trust files a complete listing of portfolio holdings for the Fund with the SEC as of the end of the first and third quarters of each fiscal year as an exhibit to Form N-PORT. These filings are available upon request by calling 1-866-983-4525. Furthermore, you may obtain a copy of the filings on the SEC’s website at www.sec.gov and on the Fund’s website www.blueprintmutualfunds.com.

24

 

 

 

 

(LOGO)

 

 

HVIA EQUITY FUND

 

INSTITUTIONAL CLASS (HVEIX)

 

 

 

 

 

 

Managed by 

Hudson Valley Investment Advisors, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCIAL STATEMENTS

August 31, 2024

(Unaudited)

 

 

 

 

 

 

 

 

 

HVIA EQUITY FUND
SCHEDULE OF INVESTMENTS
August 31, 2024 (Unaudited)
COMMON STOCKS — 93.8%   Shares     Value  
Communications — 2.6%                
Internet Media & Services — 2.6%                
Alphabet, Inc. - Class C     9,720     $ 1,604,869  
                 
Consumer Discretionary — 12.6%                
E-Commerce Discretionary — 3.6%                
Amazon.com, Inc. (a)     12,400       2,213,400  
                 
Home Construction — 2.1%                
Lennar Corporation - Class A     7,300       1,329,038  
                 
Leisure Facilities & Services — 5.0%                
Chipotle Mexican Grill, Inc. (a)     29,500       1,654,360  
Starbucks Corporation     15,470       1,462,998  
              3,117,358  
Retail - Discretionary — 1.9%                
AutoZone, Inc. (a)     365       1,161,240  
                 
Consumer Staples — 2.0%                
Beverages — 0.4%                
PepsiCo, Inc.     1,580       273,151  
                 
Food — 0.9%                
Mondelez International, Inc. - Class A     7,810       560,836  
                 
Retail - Consumer Staples — 0.7%                
Dollar General Corporation     5,300       439,741  
                 
Energy — 4.3%                
Oil & Gas Producers — 1.4%                
Exxon Mobil Corporation     7,500       884,550  
                 
Oil & Gas Services & Equipment — 2.9%                
Baker Hughes Company     30,890       1,086,401  
Schlumberger Ltd.     15,800       695,042  
              1,781,443  
Financials — 13.9%                
Asset Management — 2.2%                
Blue Owl Capital, Inc.     49,000       864,360  
Charles Schwab Corporation (The)     7,500       488,250  
              1,352,610  

1

 

HVIA EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 93.8% (Continued)   Shares     Value  
Financials — 13.9% (Continued)                
Banking — 2.2%                
JPMorgan Chase & Company     6,180     $ 1,389,264  
                 
Institutional Financial Services — 3.4%                
Goldman Sachs Group, Inc. (The)     1,900       969,475  
Morgan Stanley     10,980       1,137,638  
              2,107,113  
Insurance — 2.8%                
Marsh & McLennan Companies, Inc.     7,604       1,729,986  
                 
Specialty Finance — 3.3%                
American Express Company     8,010       2,071,786  
                 
Health Care — 11.7%                
Biotech & Pharma — 6.5%                
AbbVie, Inc.     4,550       893,210  
Eli Lilly & Company     2,230       2,140,845  
Pfizer, Inc.     35,000       1,015,350  
              4,049,405  
Health Care Facilities & Services — 1.1%                
UnitedHealth Group, Inc.     1,115       658,073  
                 
Medical Equipment & Devices — 4.1%                
Danaher Corporation     4,980       1,341,164  
Illumina, Inc. (a)     3,505       460,557  
Thermo Fisher Scientific, Inc.     1,250       768,837  
              2,570,558  
Industrials — 12.2%                
Electrical Equipment — 1.0%                
Generac Holdings, Inc. (a)     4,000       626,120  
                 
Engineering & Construction — 2.0%                
Fluor Corporation (a)     24,830       1,243,238  
                 
Industrial Intermediate Products — 1.6%                
Chart Industries, Inc. (a)     8,300       1,015,920  
                 
Industrial Support Services — 4.3%                
Grainger (W.W.), Inc.     1,300       1,280,396  
United Rentals, Inc.     1,870       1,386,156  
              2,666,552  
Machinery — 1.6%                
Lincoln Electric Holdings, Inc.     5,180       1,002,900  

2

 

HVIA EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 93.8% (Continued)   Shares     Value  
Industrials — 12.2% (Continued)                
Transportation & Logistics — 1.7%                
CSX Corporation     30,718     $ 1,052,706  
                 
Materials — 1.9%                
Chemicals — 0.9%                
Sherwin-Williams Company (The)     1,620       598,379  
                 
Steel — 1.0%                
Nucor Corporation     4,070       618,274  
                 
Real Estate — 2.9%                
REITs — 2.9%                
Prologis, Inc.     9,943       1,270,914  
Weyerhaeuser Company     17,958       547,540  
              1,818,454  
Technology — 29.4%                
Semiconductors — 14.4%                
Advanced Micro Devices, Inc. (a)     13,510       2,007,046  
KLA Corporation     3,710       3,040,085  
NVIDIA Corporation     33,078       3,948,521  
              8,995,652  
Software — 8.0%                
Adobe, Inc. (a)     2,725       1,565,267  
Microsoft Corporation     5,100       2,127,414  
Salesforce, Inc.     5,020       1,269,558  
              4,962,239  
Technology Hardware — 4.7%                
Apple, Inc.     7,250       1,660,250  
Ciena Corporation (a)     10,900       628,385  
Cisco Systems, Inc.     12,260       619,621  
              2,908,256  
Technology Services — 2.3%                
Visa, Inc. - Class A     5,330       1,473,052  
                 
Utilities — 0.3%                
Electric Utilities — 0.3%                
AES Corporation (The)     11,390       195,111  
                 
Total Common Stocks (Cost $33,850,589)           $ 58,471,274  

3

 

HVIA EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)
MONEY MARKET FUNDS — 6.1%   Shares     Value  
First American Government Obligations Fund - Class X, 5.22% (b) (Cost $3,793,688)     3,793,688     $ 3,793,688  
                 
Investments at Value — 99.9% (Cost $37,644,277)           $ 62,264,962  
                 
Other Assets in Excess of Liabilities — 0.1%             39,218  
                 
Net Assets — 100.0%           $ 62,304,180  

 

(a) Non-income producing security.

 

(b) The rate shown is the 7-day effective yield as of August 31, 2024.

 

See accompanying notes to financial statements.

4

 

HVIA EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES
August 31, 2023 (Unaudited)
ASSETS        
Investments in securities:        
At cost   $ 37,644,277  
At value (Note 2)   $ 62,264,962  
Dividends receivable     59,784  
Tax reclaims receivable     258  
Other assets     22,414  
TOTAL ASSETS     62,347,418  
         
LIABILITIES        
Payable for capital shares redeemed     2,038  
Payable to Adviser (Note 4)     24,082  
Payable to administrator (Note 4)     11,629  
Other accrued expenses     5,489  
TOTAL LIABILITIES     43,238  
         
CONTINGENCIES AND COMMITMENTS (NOTE 6)      
         
NET ASSETS   $ 62,304,180  
         
NET ASSETS CONSIST OF:        
Paid-in capital   $ 35,936,318  
Accumulated earnings     26,367,862  
NET ASSETS   $ 62,304,180  
         
PRICING OF INSTITUTIONAL SHARES (NOTE 1)        
Net assets applicable to Institutional Shares   $ 62,304,180  
Shares of Institutional Shares outstanding (unlimited number of shares authorized, no par value)     2,418,594  
         
Net asset value, offering price and redemption price per share (Note 2)   $ 25.76  

 

See accompanying notes to financial statements.

5

 

HVIA EQUITY FUND
STATEMENT OF OPERATIONS
For the Six Months Ended August 31, 2024 (Unaudited)
INVESTMENT INCOME        
Dividend income   $ 391,016  
         
EXPENSES        
Management fees (Note 4)     218,014  
Administration fees (Note 4)     31,574  
Fund accounting fees (Note 4)     20,610  
Legal fees     13,882  
Trustees’ fees and expenses (Note 4)     10,739  
Transfer agent fees (Note 4)     10,591  
Registration and filing fees     10,397  
Audit and tax services fees     9,433  
Shareholder reporting expense     6,201  
Compliance fees (Note 4)     6,000  
Custody and bank service fees     5,013  
Postage and supplies     2,098  
Insurance expense     1,515  
Other expenses     9,566  
TOTAL EXPENSES     355,633  
Less fee reductions by the Adviser (Note 4)     (63,966 )
NET EXPENSES     291,667  
         
NET INVESTMENT INCOME     99,349  
         
REALIZED AND UNREALIZED GAINS ON INVESTMENTS        
Net realized gains from investments     1,375,327  
Net change in unrealized appreciation (depreciation) on investments     2,325,386  
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS     3,700,713  
         
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 3,800,062  

 

See accompanying notes to financial statements.

6

 

HVIA EQUITY FUND
STATEMENTS OF CHANGES IN NET ASSETS
    Six Months        
    Ended     Year  
    August 31,     Ended  
    2024     February 29,  
    (Unaudited)     2024  
FROM OPERATIONS                
Net investment income   $ 99,349     $ 163,527  
Net realized gains (losses) from:                
Investments     1,375,327       1,051,463  
Foreign currency transactions           (134 )
Net change in unrealized appreciation (depreciation) on:                
Investments     2,325,386       12,276,786  
Foreign currency translation           131  
Net increase in net assets resulting     3,800,062       13,491,773  
                 
DISTRIBUTIONS TO SHAREHOLDERS (Note 2)                
Institutional Shares           (789,132 )
                 
CAPITAL SHARE TRANSACTIONS                
Institutional Shares                
Proceeds from shares sold     5,756,657       14,924,541  
Net asset value of shares issued in reinvestment of distributions to shareholders           2,132  
Payments for shares redeemed     (2,816,749 )     (7,243,080 )
Net increase in Institutional Shares net assets from capital share transactions     2,939,908       7,683,593  
                 
TOTAL INCREASE IN NET ASSETS     6,739,970       20,386,234  
                 
NET ASSETS                
Beginning of period     55,564,210       35,177,976  
End of period   $ 62,304,180     $ 55,564,210  
                 
CAPITAL SHARE ACTIVITY                
Institutional Shares                
Shares sold     233,295       729,504  
Shares reinvested           97  
Shares redeemed     (112,959 )     (368,616 )
Net increase in shares outstanding     120,336       360,985  
Shares outstanding at beginning of period     2,298,258       1,937,273  
Shares outstanding at end of period     2,418,594       2,298,258  

 

See accompanying notes to financial statements.

7

 

HVIA EQUITY FUND
INSTITUTIONAL SHARES
FINANCIAL HIGHLIGHTS

 

Per Share Data for a Share Outstanding Throughout Each Period
    Six Months                                
    Ended     Year     Year     Year     Year     Year  
    August 31,     Ended     Ended     Ended     Ended     Ended  
    2024     Feb. 29,     Feb. 28,     Feb. 28,     Feb. 28,     Feb. 29,  
    (Unaudited)     2024     2023     2022     2021     2020  
Net asset value at beginning of period   $ 24.18     $ 18.16     $ 21.67     $ 19.38     $ 14.00     $ 13.28  
Income (loss) from investment operations:                                                
Net investment income     0.04       0.07       0.15       0.02       0.02       0.06  
Net realized and unrealized gains (losses) on investments and foreign currencies     1.54       6.32       (2.08 )     2.88       5.45       0.76  
Total from investment operations     1.58       6.39       (1.93 )     2.90       5.47       0.82  
Less distributions from:                                                
Net investment income           (0.09 )     (0.13 )     (0.03 )     (0.00 )(a)     (0.07 )
Net realized gains           (0.28 )     (1.45 )     (0.58 )     (0.09 )     (0.03 )
Total distributions           (0.37 )     (1.58 )     (0.61 )     (0.09 )     (0.10 )
Net asset value at end of period   $ 25.76     $ 24.18     $ 18.16     $ 21.67     $ 19.38     $ 14.00  
Total return (b)     6.53 %(c)     35.36 %     (8.62 %)     14.66 %     39.10 %     6.11 %
Net assets at end of period (000’s)   $ 62,304     $ 55,564     $ 35,178     $ 37,732     $ 30,410     $ 20,229  
Ratios/supplementary data:                                                
Ratio of total expenses to average net assets     1.21 %(d)     1.34 %     1.40 %     1.35 %     1.59 %     1.76 %
Ratio of net expenses to average net assets (e)     0.99 %(d)     0.99 %     0.99 %     0.99 %     0.99 %     0.99 %
Ratio of net investment income to average net assets (e)     0.34 %(d)     0.39 %     0.80 %     0.09 %     0.13 %     0.42 %
Portfolio turnover rate     7 %(c)     23 %     30 %     11 %     11 %     16 %

 

(a) Amount rounds to less than $0.01 per share.

 

(b) Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholders would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Adviser had not reduced management fees and/or reimbursed expenses.

 

(c) Not annualized.

 

(d) Annualized.

 

(e) Ratio was determined after management fee reductions and/or expense reimbursements (Note 4).

 

See accompanying notes to financial statements.

8

 

HVIA EQUITY FUND
NOTES TO FINANCIAL STATEMENTS
August 31, 2024 (Unaudited)

 

1. Organization

 

HVIA Equity Fund (the “Fund”) is a diversified series of Ultimus Managers Trust (the “Trust”), an open-end investment company established as an Ohio business trust under a Declaration of Trust dated February 28, 2012. Other series of the Trust are not incorporated in this report.

 

The investment objective of the Fund is to seek growth at a reasonable price.

 

The Fund currently offers one class of shares: Institutional Class shares (sold without any sales loads or distribution fees and subject to a $25,000 initial investment requirement). As of August 31, 2024, the Investor Class shares (to be sold without any sales load, but subject to a distribution fee of up to 0.25% of the class’s average daily net assets and subject to a $2,500 initial investment requirement) are not currently offered. When both classes are offered, each share class will represent an ownership interest in the same investment portfolio.

 

2. Significant Accounting Policies

 

The following is a summary of the Fund’s significant accounting policies. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Fund follows accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”

 

Regulatory update – Tailored Shareholder Reports for Mutual Funds and Exchange-Traded Funds (“ETFs”) – Effective January 24, 2023, the Securities and Exchange Commission (the “SEC”) adopted rule and form amendments to require mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information. Other information, including financial statements, will no longer appear in a streamlined shareholder report but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. The Fund has implemented the rule and form requirements, as applicable, and is currently adhering to the requirements.

 

Securities valuation – The Fund values its portfolio securities at fair value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open for business. The Fund values its common stocks on the basis of the security’s last sale price on the security’s primary exchange, if available, otherwise at the exchange’s most recently quoted mean price. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. Investments representing shares of other registered open-end investment companies that are not listed on an exchange, including money market funds, are valued at their net asset value (“NAV”) as reported by such companies. The Fund values securities traded in the over-the-counter market at the last sale price, if available, otherwise at the most recently quoted mean price. When using

9

 

HVIA EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

a quoted price and when the market is considered active, the security will be classified as Level 1 within the fair value hierarchy (see below). In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value as determined by Hudson Valley Investment Advisors, Inc. (the “Adviser”), as the Fund’s valuation designee, in accordance with procedures adopted by the Board of Trustees (the “Board”) pursuant to Rule 2a-5 under the Investment Company Act of 1940, as amended (the “1940 Act”). Under these procedures, the securities will be classified as Level 2 or 3 within the fair value hierarchy, depending on the inputs used. Unavailable or unreliable market quotes may be due to the following factors: a substantial bid-ask spread; infrequent sales resulting in stale prices; insufficient trading volume; small trade sizes; a temporary lapse in any reliable pricing source; and actions of the securities or futures markets, such as the suspension or limitation of trading. As a result, the prices of securities used to calculate the Fund’s NAV may differ from quoted or published prices for the same securities.

 

GAAP establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements.

 

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

 

Level 1 – quoted prices in active markets for identical securities

 

Level 2 – other significant observable inputs

 

Level 3 – significant unobservable inputs

 

The inputs or methods used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.

 

The following is a summary of the Fund’s investments and the level of inputs used to value the investments as of August 31, 2024:

 

    Level 1     Level 2     Level 3     Total  
Common Stocks   $ 58,471,274     $     $     $ 58,471,274  
Money Market Funds     3,793,688                   3,793,688  
Total   $ 62,264,962     $     $     $ 62,264,962  
                                 

 

Refer to the Fund’s Schedule of Investments for a listing of the common stocks by sector and industry type. The Fund did not have any derivative instruments or any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the six months ended August 31, 2024.

10

 

HVIA EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

Foreign currency translation – Securities and other assets and liabilities denominated in or expected to settle in foreign currencies, if any, are translated into U.S. dollars based on exchange rates on the following basis:

 

A. The fair values of investment securities and other assets and liabilities are translated as of the close of the NYSE each day.

 

B. Purchases and sales of investment securities and income and expenses are translated at the rate of exchange prevailing as of 4:00 p.m. Eastern Time on the respective date of such transactions.

 

C. The Fund does not isolate that portion of the results of operations caused by changes in foreign exchange rates on investments from those caused by changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses on investments.

 

Reported net realized foreign exchange gains or losses arise from 1) purchases and sales of foreign currencies, 2) currency gains or losses realized between the trade and settlement dates on securities transactions, and 3) the difference between the amounts of dividends and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Reported net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities that result from changes in exchange rates.

 

Cash – The Fund’s cash, if any, is held in a bank account with balances which, at times, may exceed United States federally insured limits set by the Federal Deposit Insurance Corporation. The Fund maintains these balances with a high-quality financial institution and may incur charges on cash overdrafts.

 

Share valuation – The NAV per share of each class of the Fund is calculated daily by dividing the total value of its assets attributable to that class, less liabilities attributable to that class, by the number of shares outstanding of that class. The offering price and redemption price per share of each class of the Fund is equal to the NAV per share of such class.

 

Investment income – Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the security received. Interest income is accrued as earned. Withholding taxes on foreign dividends have been recorded in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

 

Investment transactions – Investment transactions are accounted for on the trade date. Realized gains and losses on investments sold are determined on a specific identification basis.

 

Common expenses – Common expenses of the Trust are allocated among the Fund and the other series of the Trust based on the relative net assets of each series, the number of series in the Trust, or the nature of the services performed and the relative applicability to each series.

11

 

HVIA EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

Distributions to shareholders – The Fund will distribute to shareholders any net investment income dividends and net realized capital gains distributions at least once each year. The amount of such dividends and distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. The tax character of the Fund’s distributions during the periods ended August 31, 2024 and February 29, 2024 was as follows:

 

    Ordinary     Long-Term     Total  
Period Ended   Income     Capital Gains     Distributions*  
August 31, 2024   $     $     $  
February 29, 2024   $ 190,220     $ 598,912     $ 789,132  

 

* Total Distributions may not tie to the amounts listed on the Statements of Changes in Net Assets due to reclassifications of the character of the distributions as a result of permanent differences between financial statements and income tax reporting.

 

Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of increase (decrease) in net assets from operations during the reporting period. Actual results could differ from those estimates.

 

Federal income tax – The Fund has qualified and intends to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”). Qualification generally will relieve the Fund of liability for federal income taxes to the extent 100% of its net investment income and net realized capital gains are distributed in accordance with the Code.

 

In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Fund’s intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the 12 months ended October 31) plus undistributed amounts from prior years.

 

The following information is computed on a tax basis for each item as of February 29, 2024:

 

         
Tax cost of investments   $ 33,251,267  
Gross unrealized appreciation   $ 23,305,703  
Gross unrealized depreciation     (1,010,404 )
Net unrealized appreciation     22,295,299  
Undistributed ordinary income     21,607  
Undistributed long-term capital gains     250,894  
Distributable earnings   $ 22,567,800  
         

12

 

HVIA EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

The federal tax cost, unrealized appreciation (depreciation) as of August 31, 2024 is as follows:

 

         
Tax cost of investments   $ 37,644,277  
Gross unrealized appreciation   $ 25,854,464  
Gross unrealized depreciation     (1,233,779 )
Net unrealized appreciation   $ 24,620,685  
         

 

The Fund recognizes the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” of being sustained assuming examination by tax authorities. Management has reviewed the Fund’s tax positions for the current and all open tax periods (generally, three years) and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements.

 

The Fund identifies its major tax jurisdiction as U.S. Federal. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax on the Statement of Operations. During the six months ended August 31, 2024, the Fund did not incur any interest of penalties.

 

3. Investment Transactions

 

During the six months ended August 31, 2024, cost of purchases and proceeds from sales of investment securities, other than short-term investments, amounted to $5,620,482 and $3,808,094, respectively.

 

4. Transactions with Related Parties

 

INVESTMENT ADVISORY AGREEMENT

 

The Fund’s investments are managed by the Adviser pursuant to the terms of an Investment Advisory Agreement. Under the Investment Advisory Agreement, the Fund pays the Adviser a management fee, computed and accrued daily and paid monthly, at the annual rate of 0.74% of its average daily net assets.

 

Pursuant to an Expense Limitation Agreement (“ELA”), the Adviser has contractually agreed, until July 1, 2025, to reduce management fees and reimburse other expenses to the extent necessary to limit total annual operating expenses (exclusive of brokerage costs, taxes, interest, borrowing costs such as interest and dividend expense on securities sold short, costs to organize the Fund, acquired fund fees and expenses, extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business) to an amount not exceeding 0.99% of average daily net assets of the Institutional Class shares and 1.24% of the average daily net assets of the Investor Class shares. Accordingly, the Adviser reduced its management fees in the amount of $63,966 during the six months ended August 31, 2024.

13

 

HVIA EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

Under the terms of the ELA, management fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of three years after such fees and expenses were incurred, provided the repayments do not cause total annual operating expenses to exceed the lesser of: (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. As of August 31, 2024, the Adviser may seek repayment of management fee reductions and expense reimbursements in the amount of $419,177 no later than the dates listed below:

 

         
February 28, 2025   $ 67,329  
February 28, 2026     143,339  
February 28, 2027     144,543  
August 31, 2027     63,966  
Total   $ 419,177  
         

 

OTHER SERVICE PROVIDERS

 

Ultimus Fund Solutions, LLC (“Ultimus”) provides administration, fund accounting and transfer agency services to the Fund. The Fund pays Ultimus fees in accordance with the agreements for such services. In addition, the Fund pays out-of-pocket expenses including, but not limited to, postage, supplies, and certain costs related to the pricing of the Fund’s portfolio securities.

 

Under the terms of a Consulting Agreement with the Trust, Northern Lights Compliance Services, LLC (“NLCS”) provides a Chief Compliance Officer and an Anti-Money Laundering Officer to the Trust, as well as related compliance services. Under the terms of the agreement, NLCS receives fees from the Fund. NLCS is a wholly-owned subsidiary of Ultimus.

 

Under the terms of a Distribution Agreement with the Trust, Ultimus Fund Distributors, LLC (the “Distributor”) serves as the principal underwriter to the Fund. The Distributor is a wholly-owned subsidiary of Ultimus. The Distributor is currently compensated by the Adviser (not the Fund) for acting as principal underwriter.

 

Certain officers of the Trust are also officers of Ultimus and are not paid by the Trust or the Fund for serving in such capacities.

 

TRUSTEE COMPENSATION

 

Each member of the Board who is not an “interested person” (as defined by the 1940 Act, as amended) of the Trust receives an annual retainer and meeting fees, plus reimbursement for travel and other meeting-related expenses.

14

 

HVIA EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

PRINCIPAL HOLDER OF FUND SHARES

 

As of August 31, 2024, the following shareholder owned of record more than 25% of the outstanding shares of the Fund:

 

NAME OF RECORD OWNER   % Ownership
Pershing, LLC (for the benefit of its customers)   99.8%

 

A beneficial owner of 25% or more of the Fund’s outstanding shares may be considered a controlling person. That shareholder’s vote could have a more significant effect on matters presented at a shareholders’ meeting.

 

5. Sector Risk

 

If the Fund has significant investments in the securities of issuers in industries within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss of an investment in the Fund and increase the volatility of the Fund’s net asset value per share. From time to time, a particular set of circumstances may affect this sector or companies within the sector. For instance, economic or market factors, regulation or deregulation, or other developments may negatively impact all companies in a particular sector and therefore the value of the Fund’s portfolio will be adversely affected. As of August 31, 2024, the Fund had 29.4% of the value of its net assets invested in stocks within the Technology sector.

 

6. Contingencies and Commitments

 

The Fund indemnifies the Trust’s officers and Trustees for certain liabilities that might arise from the performance of their duties to the Fund. Additionally, in the normal course of business the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

 

7. Subsequent Events

 

The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events.

15

 

HVIA EQUITY FUND
OTHER INFORMATION (Unaudited)

 

A description of the policies and procedures that the Fund uses to vote proxies relating to portfolio securities is available without charge upon request by calling toll- free 1-888-209-8710, or on the SEC’s website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge upon request by calling toll-free 1-888-209-8710, or on the SEC’s website at www.sec.gov.

 

The Trust files a complete listing of portfolio holdings for the Fund with the SEC as of the end of the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. These filings are available upon request by calling 1-888-209-8710. Furthermore, you may obtain a copy of the filings on the SEC’s website at www.sec.gov and on the Fund’s website www.hviafunds.com.

16

 

HVIA EQUITY FUND
DISCLOSURE REGARDING APPROVAL OF INVESTMENT
ADVISORY AGREEMENT (Unaudited)

 

The Board of Trustees (the “Board”), including the Independent Trustees voting separately, has reviewed and approved the continuance of the HVIA Equity Fund’s (the “Fund”) Investment Advisory Agreement with Hudson Valley Investment Advisors, Inc. (the “Adviser” or “HVIA”) for an additional one-year term (the “Advisory Agreement”). The Board approved the continuance of the Advisory Agreement at a meeting held on April 15-16, 2024, at which all of the Trustees were present (the “Meeting”).

 

Prior to the Meeting, the Adviser provided a response to a letter sent by the counsel to the Independent Trustees, on their behalf, requesting various information relevant to the Independent Trustees’ consideration of the renewal of the Advisory Agreement with respect to the Fund. In approving the continuance of the Advisory Agreement, the Independent Trustees considered all information they deemed reasonably necessary to evaluate the terms of the Agreement. The principal areas of review by the Independent Trustees were (1) the nature, extent and quality of the services provided by the Adviser, (2) the investment performance of the Fund, (3) the costs of the services provided and profits realized by the Adviser from the Adviser’s relationship with the Fund, (4) the financial condition of the Adviser, (5) the fall out benefits derived by the Adviser and its affiliates from its relationship with the Fund and (6) the extent to which economies of scale would be realized as the Fund grows and whether advisory fee levels reflect those economies of scale for the benefit of the Fund’s shareholders. The Independent Trustees’ evaluation of the quality of the Adviser’s services also took into consideration their knowledge gained through presentations and reports from the Adviser over the course of the preceding year. The Independent Trustees’ analysis of these factors is set forth below.

 

Nature, Extent and Quality of Services

 

The Board evaluated the level and depth of knowledge of HVIA, including the professional experience and qualifications of senior personnel. In evaluating the quality of services provided by HVIA, the Board took into account its familiarity with HVIA’s management through Board meetings, discussions and reports during the preceding year. The Board also took into account HVIA’s compliance policies and procedures based on discussion with HVIA and the Chief Compliance Officer. The quality of administrative and other services, including HVIA’s role in coordinating the activities of the Fund’s other service providers, was also considered. They also considered HVIA’s relationship with its affiliates and the resources available to them, as well as any potential conflicts of interest. The Board discussed the nature and extent of the services provided by HVIA including, without limitation, HVIA’s provision of a continuous investment program for the Fund. The Board considered the qualifications and experience of HVIA’s portfolio managers who were responsible for the day-to-day management of the Fund. The Board also considered HVIA’s succession planning for the portfolio managers of the Fund. The Board concluded that it was satisfied with the nature, extent and quality of services provided to the Fund by HVIA under the Advisory Agreement.

17

 

HVIA EQUITY FUND
DISCLOSURE REGARDING APPROVAL OF INVESTMENT
ADVISORY AGREEMENT (Unaudited) (Continued)

 

Advisory Fees and Expenses and Comparative Accounts

 

The Board compared the advisory fee and total expense ratio for the Fund with various comparative data. In particular, the Board compared the Fund’s advisory fee and overall expense ratio to the median advisory fees and expense ratios for its custom peer group provided by Broadridge. The Board noted HVIA’s assertion that there were no accounts HVIA managed that were comparable to the Fund. In reviewing the comparison in fees and expense ratios between the Fund and comparable funds, the Board also considered the differences in types of funds being compared, the styles of investment management, the size of the Fund relative to the comparable funds, and the nature of the investment strategies. The Board also considered HVIA’s commitment to limit the Fund’s expenses under the HVIA Expense Limitation Agreement until at least July 1, 2025. The Board noted that the 0.74% advisory fee for the Fund was higher than the median and average for the other funds in its Broadridge custom peer group. The Board further noted that the overall net expense ratio for the Fund of 0.99% was higher than the median and average expense ratio for the other funds in the Fund’s custom peer group. The Board took into consideration HVIA’s assertion that the size of the Fund and unique aspects of its investment strategy differentiated the Fund’s fee from those of its peers.

 

Fund Performance

 

The Board also considered, among other data, the Fund’s performance results during certain periods ended January 31, 2024 and noted that the Board reviews on a quarterly basis detailed information about the Fund’s performance results, portfolio composition and investment strategies. The Board noted that the Fund had outperformed the peer group median for the one-, three- and five-year periods, ranking in the first quartile, second quartile and first quartile, respectively. The Board also considered HVIA’s response in the 15(c) request for information and at the Meeting that the Fund should be distinguished from the Broadridge peer group funds because of its investment approach. The Board also took into account the supplemental peer group HVIA provided and their performance as compared to the Fund for the one-, three-, five- and year to date periods.

 

Economies of Scale

 

The Board also considered the effect of the Fund’s growth and size on its performance and expenses. The Board noted that HVIA limited fees and/or reimbursed expenses for the Fund in order to reduce the Fund’s operating expenses to targeted levels. The Board considered the effective advisory fee under the Advisory Agreement as a percentage of assets at different asset levels and possible economies of scale that might be realized if the assets of the Fund increased. The Board noted that the advisory fee schedule for the Fund currently did not have breakpoints, and considered HVIA’s assertion that adding breakpoints was not appropriate at this time. The Board noted that if the Fund’s assets increase over time, the Funds might realize other economies of scale if assets increase proportionally more than certain other expenses.

18

 

HVIA EQUITY FUND
DISCLOSURE REGARDING APPROVAL OF INVESTMENT
ADVISORY AGREEMENT (Unaudited) (Continued)

 

Financial Condition of the Adviser and Adviser Profitability

 

Additionally, the Board took into consideration the financial condition and profitability of HVIA and its affiliates and the direct and indirect benefits derived by HVIA and its affiliates from the Fund. The information considered by the Board included operating profit margin information for the Fund as well as HVIA’s business as a whole. The Board considered HVIA’s commitment to contractually limit the Fund’s net operating expenses. The Board reviewed the profitability of HVIA’s relationship with the Fund both before and after-tax expenses, and considered whether HVIA has the financial wherewithal to continue to provide services to the Fund, noting its ongoing commitment to provide support and resources to the Fund as needed.

 

Fall-Out Benefits

 

The Board also noted that HVIA derives benefits to its reputation and other benefits from its association with the Fund. The Board recognized that HVIA should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial risk that it assumes as investment adviser. Based upon its review, the Board concluded that HVIA’s level of profitability, if any, from its relationship with the Fund was reasonable and not excessive.

 

In considering the renewal of the Advisory Agreement, the Board, including the Independent Trustees, did not identify any single factor as controlling, and each Trustee may have attributed different weights to the various factors. The Trustees evaluated all information available to them. The Board concluded the following: (a) HVIA demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (b) HVIA maintains an appropriate compliance program; (c) the overall performance of the Fund is satisfactory relative to the performance of funds with similar investment objectives and relevant indices; and (d) the Fund’s advisory fees are reasonable in light of the services received by the Fund from HVIA and the other factors considered. Based on their conclusions, the Trustees determined with respect to the Fund that continuation of the Advisory Agreement was in the best interests of the Fund and its shareholders.

19

 

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(LOGO)

 

 

 

 

 

 

 

 

NIA IMPACT SOLUTIONS FUND

 

FINANCIAL STATEMENTS

 

August 31, 2024

(Unaudited)

 

 

 

 

 

 

NIA IMPACT SOLUTIONS FUND
SCHEDULE OF INVESTMENTS
August 31, 2024 (Unaudited)
COMMON STOCKS — 96.4%   Shares     Value  
Communications — 3.7%                
Internet Media & Services — 0.8%                
Zillow Group, Inc. - Class A (a)     12,330     $ 658,792  
                 
Telecommunications — 2.9%                
PLDT, Inc. - ADR     29,216       787,371  
Telefónica S.A. - ADR     353,530       1,597,956  
              2,385,327  
Consumer Discretionary — 6.3%                
Automotive — 1.0%                
BorgWarner, Inc.     23,950       815,977  
                 
Consumer Services — 2.9%                
Stride, Inc. (a)     28,728       2,365,464  
                 
Home & Office Products — 0.9%                
Steelcase, Inc. - Class A     54,632       772,496  
                 
Retail - Discretionary — 1.5%                
Cloudflare, Inc. - Class A (a)     15,308       1,257,399  
                 
Consumer Staples — 4.3%                
Beverages — 0.7%                
Vita Coco Company, Inc. (The) (a)     23,677       618,443  
                 
Food — 2.9%                
Danone S.A. - ADR     159,990       2,219,062  
Hain Celestial Group, Inc. (The) (a)     24,504       196,032  
              2,415,094  
Household Products — 0.7%                
e.l.f. Beauty, Inc. (a)     3,624       542,839  
                 
Energy — 5.4%                
Renewable Energy — 5.4%                
Brookfield Renewable Corporation - Class A     31,868       907,919  
First Solar, Inc. (a)     8,841       2,010,178  
Sunrun, Inc. (a)     30,683       629,615  
Vestas Wind Systems A/S - ADR (a)     124,744       948,055  
              4,495,767  
Financials — 5.2%                
Asset Management — 2.0%                
Sanlam Ltd. - ADR     166,190       1,685,166  

1

 

NIA IMPACT SOLUTIONS FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 96.4% (Continued)   Shares     Value  
Financials — 5.2%(Continued)                
Banking — 3.2%                
Amalgamated Financial Corporation     79,716     $ 2,629,831  
                 
Health Care — 15.0%                
Biotech & Pharma — 10.8%                
Daiichi Sankyo Company Ltd. - ADR     36,209       1,516,071  
Gilead Sciences, Inc.     27,847       2,199,913  
Organon & Company     77,605       1,734,472  
Vertex Pharmaceuticals, Inc. (a)     6,995       3,468,750  
              8,919,206  
Medical Equipment & Devices — 4.2%                
Hologic, Inc. (a)     20,702       1,681,830  
Thermo Fisher Scientific, Inc.     2,922       1,797,235  
              3,479,065  
Industrials — 16.7%                
Commercial Support Services — 1.9%                
AMN Healthcare Services, Inc. (a)     15,460       819,844  
Radius Recycling, Inc.     47,463       718,590  
              1,538,434  
Electrical Equipment — 3.8%                
NEXTracker, Inc. - Class A (a)     18,134       737,510  
Schneider Electric SE - ADR     47,700       2,421,252  
              3,158,762  
Engineering & Construction — 6.9%                
AECOM     25,785       2,582,110  
Stantec, Inc.     37,951       3,111,602  
              5,693,712  
Machinery — 4.1%                
Mueller Water Products, Inc. - Series A     47,213       1,013,663  
Xylem, Inc.     17,546       2,413,101  
              3,426,764  
Materials — 5.8%                
Construction Materials — 3.1%                
Carlisle Companies, Inc.     6,111       2,589,842  
                 
Containers & Packaging — 1.4%                
Brambles Ltd. - ADR     47,962       1,179,865  
                 
Forestry, Paper & Wood Products — 1.3%                
Sylvamo Corporation     13,365       1,057,038  

2

 

NIA IMPACT SOLUTIONS FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 96.4% (Continued)   Shares     Value  
Real Estate — 6.0%                
Real Estate Owners & Developers — 0.5%                
City Developments Ltd. - ADR     102,422     $ 404,567  
                 
REITs — 5.5%                
HA Sustainable Infrastructure Capital, Inc.     41,927       1,357,596  
Iron Mountain, Inc.     28,656       3,245,579  
              4,603,175  
Technology — 27.1%                
Semiconductors — 6.5%                
Advanced Micro Devices, Inc. (a)     8,345       1,239,733  
STMicroelectronics N.V.     30,006       958,692  
Taiwan Semiconductor Manufacturing Company Ltd. - ADR     18,559       3,186,580  
              5,385,005  
Software — 10.8%                
Autodesk, Inc. (a)     2,826       730,238  
Duolingo, Inc. (a)     4,257       904,910  
Fortinet, Inc. (a)     27,084       2,077,614  
Palo Alto Networks, Inc. (a)     6,886       2,497,690  
SAP SE - ADR     12,249       2,691,228  
              8,901,680  
Technology Hardware — 2.2%                
Apple, Inc.     8,044       1,842,076  
                 
Technology Services — 7.6%                
International Business Machines Corporation     17,271       3,490,987  
Toast, Inc. - Class A (a)     32,666       812,077  
Wolters Kluwer N.V. - ADR     11,790       2,000,056  
              6,303,120  
Utilities — 0.9%                
Gas & Water Utilities — 0.9%                
California Water Service Group     13,134       726,704  
                 
Total Common Stocks (Cost $63,691,516)           $ 79,851,610  

3

 

NIA IMPACT SOLUTIONS FUND
SCHEDULE OF INVESTMENTS (Continued)
MONEY MARKET FUNDS — 3.8%   Shares     Value  
First American Government Obligations Fund - Class X, 5.22% (b) (Cost $3,160,164)     3,160,164     $ 3,160,164  
                 
Investments at Value — 100.2% (Cost $66,851,680)           $ 83,011,774  
                 
Liabilities in Excess of Other Assets — (0.2%)             (161,252 )
                 
Net Assets — 100.0%           $ 82,850,522  

 

A/S - Aktieselskab

 

ADR - American Depositary Receipt

 

N.V. - Naamloze Vennootschap

 

S.A. - Societe Anonyme

 

SE - Societe Europaea

 

(a) Non-income producing security.

 

(b) The rate shown is the 7-day effective yield as of August 31, 2024.

 

See accompanying notes to financial statements.

4

 

NIA IMPACT SOLUTIONS FUND
STATEMENT OF ASSETS AND LIABILITIES
August 31, 2024 (Unaudited)
ASSETS        
Investments in securities:        
At cost   $ 66,851,680  
At value (Note 2)   $ 83,011,774  
Receivable for capital shares sold     5,050  
Dividends receivable     113,372  
Tax reclaims receivable     31,301  
Other assets     30,694  
Total assets     83,192,191  
         
LIABILITIES        
Payable for capital shares redeemed     300,000  
Payable to Adviser (Note 4)     22,598  
Payable to administrator (Note 4)     12,803  
Other accrued expenses     6,268  
Total liabilities     341,669  
         
CONTINGENCIES AND COMMITMENTS (Note 7)      
         
NET ASSETS   $ 82,850,522  
         
NET ASSETS CONSIST OF:        
Paid-in capital   $ 69,164,517  
Accumulated earnings     13,686,005  
NET ASSETS   $ 82,850,522  
         
Shares of beneficial interest outstanding
(unlimited number of shares authorized, no par value)
    6,607,931  
         
Net asset value, offering price and redemption price per share (Note 2)   $ 12.54  

 

See accompanying notes to financial statements.

5

 

NIA IMPACT SOLUTIONS FUND
STATEMENT OF OPERATIONS
For the Six Months Ended August 31, 2024 (Unaudited)
INVESTMENT INCOME        
Dividends   $ 819,927  
Foreign witholding taxes on dividends     (74,076 )
Total investment income     745,851  
         
EXPENSES        
Management fees (Note 4)     362,994  
Administration fees (Note 4)     40,363  
Legal fees     23,833  
Fund accounting fees (Note 4)     19,119  
Transfer agent fees (Note 4)     17,791  
Registration and filing fees     17,224  
Trustees’ fees and expenses (Note 4)     10,739  
Audit and tax services fees     9,432  
Shareholder reporting expenses     9,051  
Compliance fees (Note 4)     7,500  
Custodian and bank service fees     4,081  
Postage and supplies     3,342  
Networking fees     3,014  
Insurance expense     1,558  
Other expenses     7,268  
Total expenses     537,309  
Less fee reductions by the Adviser (Note 4)     (159,032 )
Net expenses     378,277  
         
NET INVESTMENT INCOME     367,574  
         
REALIZED AND UNREALIZED GAINS ON INVESTMENTS        
Net realized gains from investments transactions     199,786  
Net change in unrealized appreciation (depreciation) on investments     8,885,720  
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS     9,085,506  
         
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 9,453,080  

 

See accompanying notes to financial statements.

6

 

NIA IMPACT SOLUTIONS FUND
STATEMENT OF CHANGES IN NET ASSETS
    Six Months        
    Ended     Year  
    August 31,     Ended  
    2024     February 29,  
    (Unaudited)     2024  
FROM OPERATIONS                
Net investment income   $ 367,574     $ 387,182  
Net realized gains (losses) from investment transactions     199,786       (2,158,865 )
Net change in unrealized appreciation (depreciation) on investments     8,885,720       7,493,422  
Net increase in net assets resulting from operations     9,453,080       5,721,739  
                 
DISTRIBUTIONS TO SHAREHOLDERS           (372,083 )
                 
FROM CAPITAL SHARE TRANSACTIONS                
Proceeds from shares sold     1,457,584       19,961,959  
Net asset value of shares issued in reinvestment of distributions to shareholders           362,364  
Payments for shares redeemed     (1,488,787 )     (1,691,014 )
Net increase (decrease) in net assets from capital share transactions     (31,203 )     18,633,309  
                 
TOTAL INCREASE IN NET ASSETS     9,421,877       23,982,965  
                 
NET ASSETS                
Beginning of period     73,428,645       49,445,680  
End of period   $ 82,850,522     $ 73,428,645  
                 
CAPITAL SHARES ACTIVITY                
Shares sold     123,569       1,934,576  
Shares reinvested           32,734  
Shares redeemed     (126,422 )     (161,919 )
Net increase (decrease) in shares outstanding     (2,853 )     1,805,391  
Shares outstanding, beginning of period     6,610,784       4,805,393  
Shares outstanding, end of period     6,607,931       6,610,784  

 

See accompanying notes to financial statements.

7

 

NIA IMPACT SOLUTIONS FUND
FINANCIAL HIGHLIGHTS

 

Per Share Data for a Share Outstanding Throughout Each Period
    Six Months              
    Ended              
    August 31,     Year Ended     Period Ended  
    2024     February 29,     February 28,  
    (Unaudited)     2024     2023(a)  
Net asset value at beginning of period   $ 11.11     $ 10.29     $ 10.00  
                         
Income from investment operations:                        
Net investment income     0.06       0.06       0.02  
Net realized and unrealized gains on investments     1.37       0.82       0.29 (b)
Total from investment operations     1.43       0.88       0.31  
                         
Less distributions from net investment income           (0.06 )     (0.02 )
                         
Net asset value at end of period   $ 12.54     $ 11.11     $ 10.29  
                         
Total return (c)     12.87 %(d)     8.53 %     3.16 %(d)
                         
Net assets at end of period (000’s)   $ 82,851     $ 73,429     $ 49,446  
                         
Ratios/supplementary data:                        
Ratio of total expenses to average net assets     1.41 %(e)     1.45 %(f)     1.57 %(e)(f)
Ratio of net expenses to average net assets (g)     0.99 %(e)     0.99 %(f)     0.99 %(e)(f)
Ratio of net investment income to average net assets (g)     0.96 %(e)     0.64 %     0.30 %(e)
Portfolio turnover rate     1 %(d)     18 %     10 %(d)

 

(a) Represents the period from the commencement of operations (May 10, 2022) through February 28, 2023.

 

(b) Represents a balancing figure derived from other amounts in the financial highlights table that captures all other changes affecting net asset value per share. This per share amount does not correlate to the aggregate of the net realized and unrealized losses on the Statement of Operations for the same period.

 

(c) Total return is a measure of the change in value of an investment in the Fund over the period covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total return would be lower if the Adviser had not reduced fees (Note 4).

 

(d) Not annualized.

 

(e) Annualized.

 

(f) Includes costs to organize the Fund of 0.02% and 0.01%(e) for the year ended February 29, 2024 and the period ended February 28, 2023 which are excluded from the Expense Limitation Agreement (Note 4).

 

(g) Ratio was determined after management fee reductions by the Adviser (Note 4).

 

See accompanying notes to financial statements.

8

 


NIA IMPACT SOLUTIONS FUND
NOTES TO FINANCIAL STATEMENTS
August 31, 2024 (Unaudited)

 

1. Organization

 

Nia Impact Solutions Fund (the “Fund”) is a diversified series of Ultimus Managers Trust (the “Trust”). The Trust is an open-end management investment company established as an Ohio business trust under a Declaration of Trust dated February 28, 2012. Other series of the Trust are not incorporated in this report. The Fund commenced operations on May 10, 2022.

 

The investment objective of the Fund is to seek to achieve long-term capital appreciation by investing in companies that contribute towards advancements in the areas of diversity and inclusion, sustainability and/or social justice.

 

2. Significant Accounting Policies

 

The Fund follows accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.” The following is a summary of the Fund’s significant accounting policies used in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

 

Regulatory updateTailored Shareholder Reports for Mutual Funds and Exchange-Traded Funds (“ETFs”) – Effective January 24, 2023, the Securities and Exchange Commission (the “SEC”) adopted rule and form amendments to require mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information. Other information, including financial statements, will no longer appear in a streamlined shareholder report but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. The Fund has implemented the rule and form requirements, as applicable, and is currently adhering to the requirements.

 

Securities valuation – The Fund values its portfolio securities at market value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open for business. The Fund values its listed securities on the basis of the security’s last sale price on the security’s primary exchange, if available, otherwise at the exchange’s most recently quoted mean price. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. Investments representing shares of other registered open-end investment companies that are not listed on an exchange, including money market funds, are valued at their net asset value (“NAV”) as reported by such companies. When using a quoted price and when the market is considered active, the security will be classified as Level 1 within the fair value hierarchy (see below). In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value as determined by Nia Impact Capital (the “Adviser”), as the Fund’s valuation designee, in accordance with procedures adopted by the Board of Trustees (the “Board”) pursuant to Rule 2a-5 under the Investment Company Act of 1940, as amended (the “1940 Act”). Under these procedures, the securities will be classified as Level 2 or 3 within the fair value hierarchy, depending on the inputs

9

 

NIA IMPACT SOLUTIONS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

used. Unavailable or unreliable market quotes may be due to the following factors: a substantial bid-ask spread; infrequent sales resulting in stale prices; insufficient trading volume; small trade sizes; a temporary lapse in any reliable pricing source; and actions of the securities or futures markets, such as the suspension or limitation of trading. As a result, the prices of securities used to calculate the Fund’s NAV may differ from quoted or published prices for the same securities.

 

GAAP establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements.

 

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

 

Level 1 – quoted prices in active markets for identical securities

 

Level 2 – other significant observable inputs

 

Level 3 – significant unobservable inputs

 

The inputs or methods used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.

 

The following is a summary of the Fund’s investments based on the inputs used to value the investments as of August 31, 2024, by security type:

 

    Level 1     Level 2     Level 3     Total  
Common Stocks   $ 79,851,610     $     $     $ 79,851,610  
Money Market Funds     3,160,164                   3,160,164  
Total   $ 83,011,774     $     $     $ 83,011,774  
                                 

 

Refer to the Fund’s Schedule of Investments for a listing of common stocks by sector and industry type. The Fund did not hold any derivative instruments or any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the six months ended August 31, 2024.

 

Cash – The Fund’s cash, if any, is held in a bank account with balances which, at times, may exceed United States federally insured limits set by the Federal Deposit Insurance Corporation. The Fund maintains these balances with a high quality financial institution and may incur charges on cash overdrafts.

 

Share valuation – The NAV per share of the Fund is calculated daily by dividing the total value of the Fund’s assets, less liabilities, by the number of shares outstanding. The offering price and redemption price per share of the Fund is equal to the NAV per share.

10

 

NIA IMPACT SOLUTIONS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

Investment income – Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the security received. Withholding taxes on foreign dividends, if any, have been recorded in accordance with the Fund’s understanding of the applicable country’s tax rules and rates. Interest income, if any, is accrued as earned.

 

Investment transactions – Investment transactions are accounted for on the trade date. Realized gains and losses on investments sold are determined on a specific identification basis.

 

Common expenses – Common expenses of the Trust are allocated among the Fund and the other series of the Trust based on the relative net assets of each series, the number of series in the Trust, or the nature of the services performed and the relative applicability to each series.

 

Distributions to shareholders – The Fund distributes to shareholders any net investment income dividends and net realized capital gains on an annual basis. The amount of such dividends and distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. For the year ended February 29, 2024, the tax character of all distributions paid to shareholders was ordinary income. There were no distributions paid to shareholders during the six months ended August 31, 2024.

 

Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of increase (decrease) in net assets from operations during the reporting period. Actual results could differ from those estimates.

 

Federal income tax – The Fund has qualified and intends to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”). Qualification generally will relieve the Fund of liability for federal income taxes to the extent 100% of its net investment income and net realized capital gains are distributed in accordance with the Code.

 

In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Fund’s intention to declare as dividends in each calendar year equal to at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts from prior years.

 

The following information is computed on a tax basis for each item as of February 29, 2024:

 

         
Tax cost of investments   $ 66,115,231  
Gross unrealized appreciation   $ 11,850,615  
Gross unrealized depreciation     (4,615,402 )
Net unrealized appreciation     7,235,213  
Accumulated capital and other losses     (3,002,288 )
Distributable earnings   $ 4,232,925  
         

11

 

NIA IMPACT SOLUTIONS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

The federal tax cost, unrealized appreciation (depreciation) as of August 31, 2024 is as follows:

 

         
Tax cost of investments   $ 66,890,841  
Gross unrealized appreciation   $ 20,872,249  
Gross unrealized depreciation     (4,751,316 )
Net unrealized appreciation   $ 16,120,933  
         

 

The values of federal income tax cost of investments and the financial statement cost of investments may be temporarily different (“book/tax differences”). These book/tax differences are due to the timing of the recognition of capital gains or losses under income tax regulations and GAAP, primarily due to the tax deferral of losses on wash sales.

 

As of February 29, 2024, the Fund had short-term capital loss carryforwards of $2,478,535 and long-term capital loss carryforwards of $521,131, for federal income tax purposes, which may be carried forward indefinitely. This capital loss carryforward is available to offset net realized gains in the current and future years, thereby reducing future taxable gains.

 

The Fund recognizes the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” of being sustained assuming examination by tax authorities. Management has reviewed the Fund’s tax positions for the current and all open tax periods and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements.

 

The Fund identifies its major tax jurisdiction as U.S. Federal. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax on the Statement of Operations. During the six months ended August 31, 2024, the Fund did not incur any interest penalties.

 

3. Investment Transactions

 

During the six months ended August 31, 2024, the cost of purchases and proceeds from sales of investment securities, other than short-term investments, amounted to $4,594,257 and $803,292, respectively.

 

4. Transactions with Related Parties

 

INVESTMENT ADVISORY AGREEMENT

 

The Fund’s investments are managed by the Adviser pursuant to the terms of an Investment Advisory Agreement. The Fund pays the Adviser a management fee, computed and accrued daily and paid monthly, at the annual rate of 0.95% of average daily net assets.

 

Pursuant to an Expense Limitation Agreement (“ELA”) between the Fund and the Adviser, the Adviser has agreed contractually, until June 30, 2025, to reduce its management fees and reimburse other expenses to the extent necessary to limit total annual fund operating expenses (exclusive of brokerage costs, taxes, interest, borrowing costs such as interest and dividend expenses on securities sold short, costs to organize the Fund, acquired fund fees and expenses, and extraordinary expenses such as litigation and merger or reorganization costs and other expenses

12

 

NIA IMPACT SOLUTIONS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

not incurred in the ordinary course of the Fund’s business) to an amount not exceeding 0.99% of the Fund’s average daily net assets. Accordingly, during the six months ended August 31, 2024, the Adviser reduced its management fees in the amount of $159,032.

 

Under the terms of the ELA, management fee reductions and/or expense reimbursements by the Adviser are subject to repayment by the Fund for a period of three years after such date that fees and expenses were incurred, provided that the repayments do not cause total annual fund operating expenses to exceed the lesser of (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. Prior to June 30, 2025, this agreement may not be modified or terminated without the approval of the Fund’s Board. This agreement will terminate automatically if the Fund’s investment advisory agreement with the Adviser is terminated. As of August 31, 2024, the Adviser may seek repayment of management fee reductions and expense reimbursements in the amount of $614,821 no later than the dates listed below:

 

         
February 28, 2026   $ 177,123  
February 28, 2027     278,666  
August 31, 2027     159,032  
Total   $ 614,821  
         

 

OTHER SERVICE PROVIDERS

 

Ultimus Fund Solutions, LLC (“Ultimus”) provides administration, fund accounting and transfer agency services to the Fund. The Fund pays Ultimus fees in accordance with the agreements for such services. In addition, the Fund pays out-of-pocket expenses including, but not limited to, postage, supplies and certain costs related to the pricing of the Fund’s portfolio securities.

 

Under the terms of the Consulting Agreement with the Trust, Northern Lights Compliance Services, LLC (“NLCS”) provides a Chief Compliance Officer and an Anti-Money Laundering Officer to the Trust, as well as related compliance services. Under the terms of the agreement, NLCS receives fees from the Fund. NLCS is wholly-owned subsidiary of Ultimus.

 

Under the terms of a Distribution Agreement with the Trust, Ultimus Fund Distributors, LLC (the “Distributor”) serves as the principal underwriter to the Fund. The Distributor is a wholly-owned subsidiary of Ultimus. The Distributor is compensated by the Adviser (not the Fund) for acting as principal underwriter.

 

Certain officers of the Trust are also officers of Ultimus and are not paid by the Trust or the Fund for serving in such capacities.

 

TRUSTEE COMPENSATION

 

Each member of the Board (a “Trustee”) who is not an “interested person” (as defined by the 1940 Act, as amended) of the Trust (“Independent Trustee”) receives an annual retainer and meetings fees, plus reimbursement for travel and other meeting-related expenses.

13

 

NIA IMPACT SOLUTIONS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

PRINCIPAL HOLDER OF FUND SHARES

 

As of August 31, 2024, the following shareholder owned of record more than 25% of the outstanding shares of the Fund:

 

Name of Record Owner   % Ownership
Northern Trust (for the benefit of its customers)   55%

 

A beneficial owner of 25% or more of the Fund’s outstanding shares may be considered a controlling person. That shareholder’s vote could have a more significant effect on matters presented at a shareholders’ meeting.

 

5. ESG Investing Risk

 

The Fund’s incorporation of environmental, social and/or governance (“ESG”) considerations in its investment process may cause it to make different investments than funds that have a similar investment universe and/or investment style but that do not incorporate such considerations in their investment strategy processes. In applying ESG criteria to its investment decisions, the Fund may forgo higher yielding investments that it would invest in absent the application of its ESG investing criteria. The Fund’s investment process may affect the Fund’s exposure to certain investments, which may impact the Fund’s relative investment performance depending on whether such investments are in or out of favor with the market. In addition, the Fund investments in certain companies may be susceptible to various factors that may impact their businesses or operations, including costs associated with government budgetary constraints that impact publicly funded projects and clean energy initiatives, the effects of general economic conditions throughout the world, increased competition from other providers of services, unfavorable tax laws or accounting policies and high leverage. The Fund’s Adviser relies on available information to assist in the ESG evaluation process, and the process employed for the Fund may differ from processes employed for other funds. The Fund will seek to identify companies that it believes meet its ESG criteria based on data provided by third parties. The data provided by third parties may be incomplete, inaccurate or unavailable, which could cause the Adviser to incorrectly assess a company’s ESG practices.

 

6. Sector Risk

 

If the Fund has significant investments in the securities of issuers in industries within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss of an investment in the Fund and increase the volatility of the Fund’s net asset value per share. From time to time, a particular set of circumstances may affect this sector or companies within the sector. For instance, economic or market factors, regulation or deregulation, or other developments may negatively impact all companies in a particular sector and therefore the value of the Fund’s portfolio will be adversely affected. As of August 31, 2024, the Fund had 27.1% of the value of its net assets invested in stocks within the Technology sector.

14

 

NIA IMPACT SOLUTIONS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

7. Contingencies and Commitments

 

The Fund indemnifies the Trust’s officers and Trustees for certain liabilities that might arise from their performance of their duties to the Fund. Additionally, in the normal course of business the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

 

8. Subsequent Events

 

The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events.

15

 

OTHER INFORMATION (Unaudited)

 

A description of the policies and procedures that the Fund uses to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-833-571-2833, or on the SEC’s website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent period ended June 30 is available without charge upon request by calling toll-free 1-833-571-2833, or on the SEC’s website at www.sec.gov.

 

The Trust files a complete listing of portfolio holdings for the Fund with the SEC as of the end of the first and third quarters of each fiscal year as an exhibit to Form N-PORT. These filings are available upon request by calling 1-833-571-2833. Furthermore, you may obtain a copy of the filings on the SEC’s website at www.sec.gov and on the Fund’s website www.niaimpactfunds.com.

16

 

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(b) Included in (a)

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

Not applicable

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

Not applicable [filed under item 7]

 

 
 

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

Included under Item 7

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

Not applicable [filed under Item 7 if applicable]

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable

Item 15. Submission of Matters to a Vote of Security Holders.

There has been no material changes to the manner in which shareholders may recommend nominees to the Registrant’s Board of Trustees or the Nominations & Governance Committee (the “Committee”). The Registrant does not have formal procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees. While the Registrant does not have formal procedure, the Committee shall to the extent required under applicable law, when identifying potential candidates for the position of Independent Trustee, consider any such candidate recommended by a shareholder.

Item 16. Controls and Procedures.

(a) Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this report, the registrant’s principal executive officer and principal financial officer have concluded that such disclosure controls and procedures are reasonably designed and are operating effectively to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this report is being prepared, and that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported on a timely basis.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 
 

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable

Item 18. Recovery of Erroneously Awarded Compensation.

(a) Not applicable

(b) Not applicable

Item 19. Exhibits.

File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.

(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not required

(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto

(1) Not applicable

(2) Change in the registrant’s independent public accountant: Not applicable

(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto

Exhibit 99.CERT Certifications required by Rule 30a-2(a) under the Act

Exhibit 99.906CERT Certifications required by Rule 30a-2(b) under the Act

 
 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) Ultimus Managers Trust    
       
By (Signature and Title)* /s/ Todd E. Heim  
    Todd E. Heim, President and Principal Executive Officer  
       
Date November 5, 2024    
       
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
       
By (Signature and Title)* /s/ Todd E. Heim  
    Todd E. Heim, President and Principal Executive Officer  
       
Date November 5, 2024    
       
By (Signature and Title)* /s/ Daniel D. Bauer  
    Daniel D. Bauer, Treasurer and Principal Financial Officer  
       
Date November 5, 2024    

 

* Print the name and title of each signing officer under his or her signature.