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: | May 31 | |
Date of reporting period: | November 30, 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) |
(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)
Institutional Class (ADLVX)
FINANCIAL STATEMENTS
November 30, 2024
(Unaudited)
Managed by
Adler Asset Management, LLC
For information or assistance in opening an account,
please call toll-free 1-800-408-4682.
ADLER
VALUE FUND SCHEDULE OF INVESTMENTS November 30, 2024 (Unaudited) |
COMMON STOCKS — 76.5% | Shares | Value | ||||||
Communications — 1.1% | ||||||||
Cable & Satellite — 1.1% | ||||||||
Altice USA, Inc. - Class A (a) | 9,000 | $ | 21,690 | |||||
Comcast Corporation - Class A | 600 | 25,914 | ||||||
47,604 | ||||||||
Consumer Discretionary — 6.6% | ||||||||
E-Commerce Discretionary — 6.6% | ||||||||
Alibaba Group Holding Ltd. - ADR | 1,500 | 131,055 | ||||||
Coupang, Inc. (a) | 5,500 | 139,480 | ||||||
270,535 | ||||||||
Consumer Staples — 3.3% | ||||||||
Retail - Consumer Staples — 0.8% | ||||||||
Walgreens Boots Alliance, Inc. | 3,800 | 34,276 | ||||||
Wholesale - Consumer Staples — 2.5% | ||||||||
Sysco Corporation | 1,300 | 100,243 | ||||||
Financials — 38.3% | ||||||||
Banking — 4.6% | ||||||||
Citigroup, Inc. | 2,200 | 155,914 | ||||||
Citizens Financial Group, Inc. | 700 | 33,698 | ||||||
189,612 | ||||||||
Broker-Dealers — 7.8% | ||||||||
Charles Schwab Corporation (The) | 2,700 | 223,452 | ||||||
XP, Inc. - Class A | 7,115 | 96,337 | ||||||
319,789 | ||||||||
Insurance — 25.9% | ||||||||
Aflac, Inc. | 2,500 | 285,000 | ||||||
Equitable Holdings, Inc. | 4,800 | 231,504 | ||||||
Jackson Financial, Inc. - Class A | 5,500 | 551,045 | ||||||
1,067,549 | ||||||||
Health Care — 12.1% | ||||||||
Biotech & Pharma — 4.6% | ||||||||
Bayer AG - ADR | 5,250 | 26,933 | ||||||
Viatris, Inc. | 12,435 | 162,774 | ||||||
189,707 | ||||||||
Health Care Facilities & Services — 5.0% | ||||||||
Cigna Group (The) | 600 | 202,680 | ||||||
Medical Equipment & Devices — 2.5% | ||||||||
Medtronic plc | 1,200 | 103,848 |
1
ADLER
VALUE FUND SCHEDULE OF INVESTMENTS (Continued) |
COMMON STOCKS — 76.5% (Continued) | Shares | Value | ||||||
Materials — 7.7% | ||||||||
Containers & Packaging — 5.9% | ||||||||
Berry Global Group, Inc. | 2,200 | $ | 159,082 | |||||
O-I Glass, Inc. (a) | 6,700 | 84,420 | ||||||
243,502 | ||||||||
Forestry, Paper & Wood Products — 0.3% | ||||||||
Magnera Corporation (a) | 580 | 11,878 | ||||||
Metals & Mining — 1.5% | ||||||||
Barrick Gold Corporation | 3,500 | 61,215 | ||||||
Technology — 2.1% | ||||||||
Technology & Electronics — 2.1% | ||||||||
Corning, Inc. | 1,800 | 87,606 | ||||||
Utilities — 5.3% | ||||||||
Electric Utilities — 5.3% | ||||||||
PG&E Corporation | 10,000 | 216,300 | ||||||
Total Common Stocks (Cost $2,151,037) | $ | 3,146,344 |
PREFERRED STOCKS — 2.4% | ||||||||
Financials — 2.4% | ||||||||
Banking — 2.4% | ||||||||
Itau Unibanco Holding S.A. - ADR (Cost $88,920) | 18,500 | $ | 99,160 |
2
ADLER
VALUE FUND SCHEDULE OF INVESTMENTS (Continued) |
PURCHASED OPTION | Notional | |||||||||||||||
CONTRACTS — 1.3% | Strike Price | Contracts* | Value | Value | ||||||||||||
Call Option Contracts — 1.3% | ||||||||||||||||
Citigroup, Inc., 01/17/25 | $ | 57.50 | 10 | $ | 70,870 | $ | 14,000 | |||||||||
Coupang, Inc., 01/17/25 | 15.00 | 20 | 50,720 | 22,500 | ||||||||||||
Itau Unibanco Holding S.A., 03/21/25 | 6.00 | 10 | 5,360 | 200 | ||||||||||||
Viatris, Inc., 01/17/25 | 12.00 | 100 | 130,900 | 14,000 | ||||||||||||
Walgreens Boots Alliance, Inc., 01/17/25 | 22.50 | 30 | 27,060 | 30 | ||||||||||||
Walgreens Boots Alliance, Inc., 01/17/25 | 25.00 | 10 | 9,020 | 15 | ||||||||||||
XP, Inc., 01/17/25 | 20.00 | 10 | 13,540 | 30 | ||||||||||||
XP, Inc., 02/21/25 | 17.00 | 5 | 6,770 | 100 | ||||||||||||
Total Purchased Option Contracts (Cost $37,693) | $ | 314,240 | $ | 50,875 |
MONEY MARKET FUNDS — 19.4% | Shares | Value | ||||||
Federated Hermes Treasury Obligations Fund - Service Shares, 4.28% (b)(c) (Cost $796,763) | 796,763 | $ | 796,763 | |||||
Investments at Value — 99.6% (Cost $3,074,413) | $ | 4,093,142 | ||||||
Other Assets in Excess of Liabilities — 0.4% | 18,281 | |||||||
Net Assets — 100.0% | $ | 4,111,423 |
(a) | Non-income producing security. | |
(b) | The rate shown is the 7-day effective yield as of November 30, 2024. | |
(c) | A portion of this security is held as collateral in a segregated account. |
* | Each option contract has a multiplier of 100 shares. |
ADR - American Depositary Receipt
AG - Aktiengesellschaft
plc - Public Limited Company
S.A. - Société anonyme
See accompanying notes to financial statements.
3
ADLER
VALUE FUND STATEMENT OF ASSETS AND LIABILITIES November 30, 2024 (Unaudited) |
ASSETS | ||||
Investments in securities: | ||||
At cost | $ | 3,074,413 | ||
At value (Note 2) | $ | 4,093,142 | ||
Receivable from Adviser (Note 4) | 14,806 | |||
Dividends receivable | 8,199 | |||
Other assets | 12,480 | |||
Total assets | 4,128,627 | |||
LIABILITIES | ||||
Payable for investment securities purchased | 2,428 | |||
Payable to administrator (Note 4) | 8,122 | |||
Other accrued expenses | 6,654 | |||
Total liabilities | 17,204 | |||
CONTINGENCIES AND COMMITMENTS (Note 7) | — | |||
NET ASSETS | $ | 4,111,423 | ||
NET ASSETS CONSIST OF: | ||||
Paid-in capital | $ | 3,097,863 | ||
Accumulated earnings | 1,013,560 | |||
NET ASSETS | $ | 4,111,423 | ||
PRICING OF INSTITUTIONAL SHARES (Note 2) | ||||
Net assets applicable to Institutional Shares | $ | 4,111,423 | ||
Shares
of Institutional Shares outstanding (no par value, unlimited number of shares authorized) |
138,975 | |||
Net asset value, offering and redemption price per share (Note 2) | $ | 29.58 |
See accompanying notes to financial statements.
4
ADLER
VALUE FUND STATEMENT OF OPERATIONS For the Six Months Ended November 30, 2024 (Unaudited) |
INVESTMENT INCOME | ||||
Dividends | $ | 47,087 | ||
Foreign withholding tax on dividends | (1,241 | ) | ||
Total investment income | 45,846 | |||
EXPENSES | ||||
Administration fees (Note 4) | 19,799 | |||
Management fees (Note 4) | 19,296 | |||
Fund accounting fees (Note 4) | 16,844 | |||
Legal fees | 13,194 | |||
Trustees’ fees and expenses (Note 4) | 10,981 | |||
Audit and tax services fees | 9,033 | |||
Transfer agent fees (Note 4) | 6,662 | |||
Registration and filing fees | 6,028 | |||
Compliance fees (Note 4) | 6,000 | |||
Shareholder reporting expenses | 5,205 | |||
Custodian and bank service fees | 4,718 | |||
Insurance expense | 1,426 | |||
Postage and supplies | 928 | |||
Other expenses | 4,282 | |||
Total expenses | 124,396 | |||
Less fee reductions and expense reimbursements by the Adviser (Note 4) | (100,276 | ) | ||
Net expenses | 24,120 | |||
NET INVESTMENT INCOME | 21,726 | |||
REALIZED AND UNREALIZED GAINS ON INVESTMENTS | ||||
Net realized gains on investments transactions | 241,613 | |||
Net change in unrealized appreciation (depreciation) on investments | 185,322 | |||
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS | 426,935 | |||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 448,661 |
See accompanying notes to financial statements.
5
ADLER
VALUE FUND STATEMENTS OF CHANGES IN NET ASSETS |
Six
Months Ended November 30, 2024 (Unaudited) |
Year
Ended May 31, 2024 |
|||||||
FROM OPERATIONS | ||||||||
Net investment income | $ | 21,726 | $ | 64,731 | ||||
Net realized gains from investment transactions | 241,613 | 58,610 | ||||||
Net change in unrealized appreciation (depreciation) on investments | 185,322 | 574,917 | ||||||
Net increase in net assets resulting from operations | 448,661 | 698,258 | ||||||
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2) | ||||||||
Institutional Shares | — | (48,830 | ) | |||||
FROM CAPITAL SHARE TRANSACTIONS | ||||||||
Institutional Shares | ||||||||
Proceeds from shares sold | 5,600 | 27,850 | ||||||
Net asset value of shares issued in reinvestment of distributions to shareholders | — | 44,722 | ||||||
Payments for shares redeemed | (50,469 | ) | (665,352 | ) | ||||
Net decrease in Institutional Shares net assets from capital share transactions | (44,869 | ) | (592,780 | ) | ||||
TOTAL INCREASE IN NET ASSETS | 403,792 | 56,648 | ||||||
NET ASSETS | ||||||||
Beginning of period | 3,707,631 | 3,650,983 | ||||||
End of period | $ | 4,111,423 | $ | 3,707,631 | ||||
CAPITAL SHARES ACTIVITY | ||||||||
Institutional Shares | ||||||||
Shares sold | 208 | 1,159 | ||||||
Shares reinvested | — | 1,784 | ||||||
Shares redeemed | (1,754 | ) | (26,021 | ) | ||||
Net decrease in shares outstanding | (1,546 | ) | (23,078 | ) | ||||
Shares outstanding, beginning of period | 140,521 | 163,599 | ||||||
Shares outstanding, end of period | 138,975 | 140,521 |
See accompanying notes to financial statements.
6
ADLER
VALUE FUND INSTITUTIONAL SHARES FINANCIAL HIGHLIGHTS |
Per Share Data for a Share Outstanding Throughout Each Period
Six
Months Ended Nov. 30, 2024 (Unaudited) |
Year
Ended May 31, 2024 |
Year
Ended May 31, 2023 |
Year
Ended May 31, 2022 |
Year Ended May 31, 2021 |
Period Ended May 31, 2020(a) |
Period Ended July 31, 2019(b) |
||||||||||||||||||||||
Net asset value at beginning of period | $ | 26.38 | $ | 22.32 | $ | 27.70 | $ | 30.50 | $ | 19.82 | $ | 20.41 | $ | 20.00 | ||||||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||||||||||
Net investment income | 0.15 | (c) | 0.40 | (c) | 0.31 | (c) | 0.95 | (c)(d) | 0.07 | (c) | 0.49 | (e) | 0.15 | |||||||||||||||
Net realized and unrealized gains (losses) on investments | 3.05 | 3.96 | (4.03 | ) | (1.35 | ) | 10.92 | (0.88 | ) | 0.26 | ||||||||||||||||||
Total from investment operations | 3.20 | 4.36 | (3.72 | ) | (0.40 | ) | 10.99 | (0.39 | ) | 0.41 | ||||||||||||||||||
Less distributions from: | ||||||||||||||||||||||||||||
Net investment income | — | (0.30 | ) | — | (2.30 | ) | (0.31 | ) | (0.20 | ) | — | |||||||||||||||||
Net realized gains | — | — | (1.66 | ) | (0.10 | ) | — | — | — | |||||||||||||||||||
Total distributions | — | (0.30 | ) | (1.66 | ) | (2.40 | ) | (0.31 | ) | (0.20 | ) | — | ||||||||||||||||
Net asset value at end of period | $ | 29.58 | $ | 26.38 | $ | 22.32 | $ | 27.70 | $ | 30.50 | $ | 19.82 | $ | 20.41 | ||||||||||||||
Total return (f) | 12.13 | %(g) | 19.59 | % | (13.84 | %) | (1.64 | %) | 55.78 | % | (2.01 | %)(g) | 2.05 | %(g) | ||||||||||||||
Net assets at end of period (000’s) | $ | 4,111 | $ | 3,708 | $ | 3,651 | $ | 4,202 | $ | 3,795 | $ | 1,458 | $ | 1,447 |
7
ADLER
VALUE FUND INSTITUTIONAL SHARES FINANCIAL HIGHLIGHTS (Continued) |
Per Share Data for a Share Outstanding Throughout Each Period
Six
Months Ended Nov. 30, 2024 (Unaudited) |
Year
Ended May 31, 2024 |
Year
Ended May 31, 2023 |
Year
Ended May 31, 2022 |
Year
Ended May 31, 2021 |
Period
Ended May 31, 2020(a) |
Period
Ended July 31, 2019(b) |
||||||||||||||||||||||
Ratios/supplementary data: | ||||||||||||||||||||||||||||
Ratio of total expenses to average net assets | 6.44 | %(h) | 6.15 | % | 5.88 | % | 5.65 | % | 8.42 | % | 13.01 | %(h) | 11.82 | %(h) | ||||||||||||||
Ratio of net expenses to average net assets (i) | 1.25 | %(h) | 1.25 | % | 1.25 | % | 1.25 | % | 1.25 | % | 1.25 | %(h) | 1.26 | %(h)(j) | ||||||||||||||
Ratio of net investment income to average net assets (i) | 1.13 | %(h) | 1.66 | % | 1.25 | % | 3.23 | %(d) | 0.27 | % | 2.93 | %(e)(h) | 0.81 | %(h) | ||||||||||||||
Portfolio turnover rate | 2 | %(g) | 31 | % | 23 | % | 45 | % | 0 | %(k) | 4 | %(g) | 0 | % |
(a) | Fund changed fiscal year to May 31. |
(b) | Represents the period from the commencement of operations (August 16, 2018) through July 31, 2019. |
(c) | Per share net investment income has been determined on the basis of average number of shares outstanding during the period. |
(d) | During the year ended May 31, 2022, the Fund received a large special dividend distribution from Meredith Corporation. Had the Fund not received this special dividend distribution, the net investment income per share and ratio of net investment income to average net assets would have been $0.82 and 2.79% lower, respectively. |
(e) | During the period ended May 31, 2020, the Fund received a large special dividend distribution from NortonLifeLock, Inc. Had the Fund not received this special dividend distribution, the net investment income per share and ratio of net investment income to average net assets would have been $0.33 and 1.97%(h) lower, respectively. |
(f) | 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 be lower if the Adviser had not reduced fees and reimbursed expenses (Note 4). |
(g) | Not annualized. |
(h) | Annualized. |
(i) | Ratio was determined after management fee reductions and expense reimbursements (Note 4). |
(j) | Includes federal excise taxes of 0.01% of average net assets with respect to the period ended July 31, 2019. |
(k) | Percentage rounds to less than 1%. |
See accompanying notes to financial statements.
8
ADLER VALUE FUND
NOTES TO FINANCIAL STATEMENTS
November 30, 2024 (Unaudited)
1. Organization
Adler Value Fund (the “Fund”) is a non-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 to achieve long-term growth of capital.
The Fund currently offers one class of shares: Institutional Class shares (sold without any sales loads or distribution fees and subject to a $2,500 initial investment for all accounts, except for an IRA for which the minimum initial investment is $1,000).
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 preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
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 day the NYSE is open for business. The Fund generally 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. Option contracts 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. Investments representing shares of money market funds and other open-end investment companies not traded on an exchange 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 next page). 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 in accordance with procedures established by and under the general supervision of the Board of Trustees of the Trust (the “Board”). 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.
9
ADLER VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
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 November 30, 2024:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Common Stocks | $ | 3,146,344 | $ | — | $ | — | $ | 3,146,344 | ||||||||
Preferred Stocks | 99,160 | — | — | 99,160 | ||||||||||||
Purchased Option Contracts | 28,360 | 22,515 | — | 50,875 | ||||||||||||
Money Market Funds | 796,763 | — | — | 796,763 | ||||||||||||
Total | $ | 4,070,627 | $ | 22,515 | $ | — | $ | 4,093,142 | ||||||||
Refer to the Fund’s Schedule of Investments for a listing of the common and preferred stocks by sector and industry type. The Fund did not have 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 November 30, 2024.
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 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 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.
10
ADLER VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
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 – Distributions to shareholders arising from net investment income and realized capital gains, if any, are declared and paid annually to shareholders. The amount of distributions from net investment income and net realized capital gains 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 periods ended November 30, 2024 and May 31, 2024, the tax character of distributions paid to shareholders was as follows:
Periods Ended |
Ordinary Income |
Long-Term Capital Gains |
Total Distributions |
|||||||||
11/30/2024 | $ | — | $ | — | $ | — | ||||||
5/31/2023 | $ | 48,830 | $ | — | $ | 48,830 |
Purchased option contracts – The Fund may use option contracts in any manner consistent with its investment objectives and as long as its use is consistent with relevant provisions of the Investment Company Act of 1940 (the “1940 Act”), as amended. The Fund may use options for speculative purposes as well as for the purpose of seeking to reduce the overall investment risk that would otherwise be associated with the securities in which the Fund invests. When the Fund purchases a call or put option, an amount equal to the total premium (the premium plus the commission) paid by the Fund is recorded as an asset on the Fund’s Statement of Assets and Liabilities and is subsequently marked-to-market daily. Premiums paid in the purchase of options which expire are treated as realized losses. Premiums paid in the purchase of call options which are exercised increase the cost of the security purchased. Premiums paid in the purchase of put options which are exercised decrease the proceeds used to calculate the realized capital gain or loss on the sale of the security.
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.
11
ADLER VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
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 amounts 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 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 May 31, 2024:
Tax cost of investments | $ | 2,862,924 | ||
Gross unrealized appreciation | $ | 1,084,102 | ||
Gross unrealized depreciation | (250,698 | ) | ||
Net unrealized appreciation | 833,404 | |||
Undistributed ordinary income | 45,099 | |||
Accumulated capital and other losses | (313,604 | ) | ||
Distributable earnings | $ | 564,899 | ||
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 due to the tax deferral of losses on wash sales.
As of May 31, 2024, the Fund had short-term capital loss carryforwards (“CLCFs”) of $222,205 and $91,399, respectively, for federal income tax purposes. These CLCFs, 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 November 30, 2024 is as follows:
Tax cost of investments | $ | 3,077,302 | ||
Gross unrealized appreciation | 1,275,948 | |||
Gross unrealized depreciation | (260,108 | ) | ||
Net unrealized appreciation | 1,015,840 | |||
The Fund recognizes the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” to be 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 expenses on the Statement of Operations. During the six months ended November 30, 2024, the Fund did not incur any interest or penalties.
12
ADLER VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
3. Investment Transactions
During the six months ended November 30, 2024, cost of purchases and proceeds from sales of investment securities, other than short-term investments, were $53,322 and $628,627, respectively.
4. Transactions with Related Parties
INVESTMENT ADVISORY AGREEMENT
The Fund’s investments are managed by Adler Asset Management, LLC (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 1.00% of its average daily net assets.
Pursuant to an Expense Limitation Agreement (“ELA”) between the Fund and the Adviser, the Adviser has agreed, until December 1, 2025, to reduce its management fees and reimburse other expenses to limit total annual operating expenses (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividends 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 not incurred in the ordinary course of the Fund’s business) to an amount not exceeding 1.25% of the Fund’s average daily net assets of the Institutional Class shares. Accordingly, during the six months ended November 30, 2024, the Adviser did not collect any of its management fees in the amount of $19,296 and reimbursed other operating expenses totaling $80,980.
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 36 months after such fees and expenses were incurred, provided that the repayments do not cause the Fund’s 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 November 30, 2024, the Adviser may seek recoupment of management fee reductions and expense reimbursements no later than the dates as stated below:
May 31, 2025 | $ | 90,300 | ||
May 31, 2026 | 180,714 | |||
May 31, 2027 | 190,955 | |||
November 30, 2027 | 100,276 | |||
Total | $ | 562,245 | ||
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.
13
ADLER VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
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 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 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 meeting fees, plus reimbursement for travel and other meeting-related expenses.
PRINCIPAL HOLDER OF FUND SHARES
As of November 30, 2024, the following shareholder owned of record 25% or more of the outstanding shares of the Fund:
NAME OF RECORD OWNER | % Ownership |
David R. Adler | 73% |
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. Derivative Transactions
The location on the Statement of Assets and Liabilities of the derivative positions of the Fund are as follows:
Fair Value | Average Monthly Notional Value During the Six Months Ended |
||||||||||||||||
Asset | Liability | November 30, | |||||||||||||||
Type of Derivative | Risk | Location | Derivatives | Derivatives | 2024* | ||||||||||||
Equity call options purchased | Equity | Investments in securities at value | $ | 50,875 | $ | — | $ | 267,820 | |||||||||
14
ADLER VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
* | The average monthly notional value generally represents the Fund’s derivative activity throughout the year. |
Realized and unrealized gains and losses associated with transactions in derivative instruments for the Fund during the six months ended November 30, 2024 are recorded in the following locations on the Statement of Operations:
Type of Derivative | Risk | Location | Realized Losses |
Location | Change
in Unrealized Appreciation (Depreciation) |
||||||||||||
Equity call options purchased | Equity | Net realized gains on investment transactions | $ | (7,305 | ) | Net change in unrealized appreciation (depreciation) on investments | $ | (17,701 | ) | ||||||||
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 November 30, 2024, the Fund had 40.7% of the value of its net assets invested in stocks within the Financials sector, with 25.9% of the value of its net assets invested in stocks within the Insurance industry.
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, warranties, and 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
15
ADLER VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
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.
16
ADLER VALUE 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 1-800-408-4682, 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 also available without charge upon request by calling 1-800-408-4682, 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 1-800-408-4682. Furthermore, you may obtain a copy of the filings on the SEC’s website at www.sec.gov and the Fund’s website at www.adlervaluefund.com.
17
EVOLUTIONARY TREE INNOVATORS FUND
I Class Shares (INVNX)
A Class Shares (INVTX)
Financial Statements
November 30, 2024
(Unaudited)
EVOLUTIONARY
TREE INNOVATORS FUND SCHEDULE OF INVESTMENTS November 30, 2024 (Unaudited) |
COMMON STOCKS — 98.2% | Shares | Value | ||||||
Communications — 9.4% | ||||||||
Digital Media — 5.6% | ||||||||
Meta Platforms, Inc. - Class A | 2,390 | $ | 1,372,625 | |||||
Trade Desk, Inc. (The) - Class A (a) | 3,983 | 512,014 | ||||||
1,884,639 | ||||||||
Streaming Video — 3.8% | ||||||||
Netflix, Inc. (a) | 1,460 | 1,294,743 | ||||||
Consumer Discretionary — 25.3% | ||||||||
Consumer Leisure — 5.4% | ||||||||
DraftKings, Inc. - Class A (a) | 19,950 | 870,817 | ||||||
Roblox Coporation - Class A (a) | 19,050 | 954,976 | ||||||
1,825,793 | ||||||||
E-Commerce — 16.8% | ||||||||
Amazon.com, Inc. (a) | 14,200 | 2,952,038 | ||||||
MercadoLibre, Inc. (a) | 645 | 1,280,435 | ||||||
Shopify, Inc. - Class A (a) | 12,900 | 1,491,240 | ||||||
5,723,713 | ||||||||
Restaurants — 3.1% | ||||||||
Sweetgreen, Inc. - Class A (a) | 26,000 | 1,065,480 | ||||||
Financials — 4.2% | ||||||||
Financial Services — 4.2% | ||||||||
Affirm Holdings, Inc. - Class A (a) | 9,700 | 679,097 | ||||||
Visa, Inc. - Class A | 2,383 | 750,836 | ||||||
1,429,933 | ||||||||
Health Care — 20.4% | ||||||||
Biotechnology — 7.4% | ||||||||
argenx SE - ADR (a) | 1,246 | 768,221 | ||||||
Intellia Therapeutics, Inc. (a) | 15,065 | 235,315 | ||||||
Krystal Biotech, Inc. (a) | 3,390 | 669,254 | ||||||
Sarepta Therapeutics, Inc. (a) | 6,399 | 853,243 | ||||||
2,526,033 | ||||||||
Medical Technology — 9.2% | ||||||||
Inspire Medical Systems, Inc. (a) | 2,806 | 540,884 | ||||||
Intuitive Surgical, Inc. (a) | 1,389 | 752,838 | ||||||
PROCEPT BioRobotics Corporation (a) | 19,201 | 1,835,424 | ||||||
3,129,146 |
1
EVOLUTIONARY
TREE INNOVATORS FUND SCHEDULE OF INVESTMENTS (Continued) |
COMMON STOCKS — 98.2% (Continued) | Shares | Value | ||||||
Health Care — 20.4% (Continued) | ||||||||
Pharmaceuticals — 3.8% | ||||||||
Ascendis Pharma A/S - ADR (a) | 9,493 | $ | 1,291,808 | |||||
Industrials — 9.7% | ||||||||
Defense IT & Services — 6.2% | ||||||||
Axon Enterprise, Inc. (a) | 3,247 | 2,100,679 | ||||||
Mobility & Delivery Services — 3.5% | ||||||||
Uber Technologies, Inc. (a) | 16,758 | 1,205,906 | ||||||
Technology — 29.2% | ||||||||
Application Software — 15.3% | ||||||||
HubSpot, Inc. (a) | 1,681 | 1,212,085 | ||||||
Monday.com Ltd. (a) | 3,180 | 907,445 | ||||||
ServiceNow, Inc. (a) | 2,057 | 2,158,698 | ||||||
Workday, Inc. - Class A (a) | 3,630 | 907,464 | ||||||
5,185,692 | ||||||||
Infrastructure Software — 7.1% | ||||||||
Microsoft Corporation | 5,680 | 2,405,253 | ||||||
IT Security — 6.8% | ||||||||
CyberArk Software Ltd. (a) | 3,715 | 1,201,840 | ||||||
Palo Alto Networks, Inc. (a) | 1,541 | 597,630 | ||||||
Zscaler, Inc. (a) | 2,565 | 529,903 | ||||||
2,329,373 | ||||||||
Total Common Stocks (Cost $20,584,496) | $ | 33,398,191 |
2
EVOLUTIONARY
TREE INNOVATORS FUND SCHEDULE OF INVESTMENTS (Continued) |
MONEY MARKET FUNDS — 1.7% | Shares | Value | ||||||
First American Treasury Obligations Fund - Class X, 4.55% (b) (Cost $580,744) | 580,744 | $ | 580,744 | |||||
Investments at Value — 99.9% (Cost $21,165,240) | $ | 33,978,935 | ||||||
Other Assets in Excess of Liabilities — 0.1% | 23,333 | |||||||
Net Assets — 100.0% | $ | 34,002,268 |
A/S - Aktieselskab
ADR - American Depositary Receipt
SE - Societe Europaea
(a) | Non-income producing security. | |
(b) | The rate shown is the 7-day effective yield as of November 30, 2024. |
See accompanying notes to financial statements.
3
EVOLUTIONARY
TREE INNOVATORS FUND STATEMENT OF ASSETS AND LIABILITIES November 30, 2024 (Unaudited) |
ASSETS | ||||
Investments in securities: | ||||
At cost | $ | 21,165,240 | ||
At value (Note 2) | $ | 33,978,935 | ||
Receivable for capital shares sold | 7,251 | |||
Dividends receivable | 10,011 | |||
Other assets | 31,057 | |||
Total assets | 34,027,254 | |||
LIABILITIES | ||||
Payable for capital shares redeemed | 3,925 | |||
Payable to Adviser (Note 4) | 1,730 | |||
Payable to administrator (Note 4) | 10,431 | |||
Accrued distribution fees (Note 4) | 1,384 | |||
Other accrued expenses | 7,516 | |||
Total liabilities | 24,986 | |||
CONTINGENCIES AND COMMITMENTS (NOTE 6) | — | |||
NET ASSETS | $ | 34,002,268 | ||
NET ASSETS CONSIST OF: | ||||
Paid-in capital | $ | 34,836,358 | ||
Accumulated deficit | (834,090 | ) | ||
NET ASSETS | $ | 34,002,268 | ||
NET ASSET VALUE PER SHARE: | ||||
I CLASS SHARES | ||||
Net assets applicable to I Class Shares | $ | 30,479,732 | ||
I Class Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value) | 1,369,248 | |||
Net asset value, offering price and redemption price per share (Note 2) | $ | 22.26 | ||
A CLASS SHARES | ||||
Net assets applicable to A Class Shares | $ | 3,522,536 | ||
A Class Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value) | 159,378 | |||
Net asset value and redemption price per share (Note 2) | $ | 22.10 | ||
Maximum sales charge | 5.75 | % | ||
Maximum offering price per share (Note 2) | $ | 23.45 |
See accompanying notes to financial statements.
4
EVOLUTIONARY
TREE INNOVATORS FUND STATEMENT OF OPERATIONS For the Six Months Ended November 30, 2024 (Unaudited) |
INVESTMENT INCOME | ||||
Dividends | $ | 37,457 | ||
EXPENSES | ||||
Management fees (Note 4) | 119,865 | |||
Registration and filing fees - I Class Shares | 13,565 | |||
Registration and filing fees - A Class Shares | 9,921 | |||
Fund accounting fees (Note 4) | 22,004 | |||
Administration fees (Note 4) | 20,669 | |||
Transfer agent fees - I Class Shares (Note 4) | 9,124 | |||
Transfer agent fees - A Class Shares (Note 4) | 6,842 | |||
Legal fees | 13,194 | |||
Trustees’ fees and expenses (Note 4) | 10,981 | |||
Audit and tax services fees | 9,032 | |||
Shareholder reporting expenses | 6,201 | |||
Compliance fees (Note 4) | 6,000 | |||
Postage and supplies | 4,416 | |||
Distribution fees - A Class Shares (Note 4) | 4,224 | |||
Custodian and bank service fees | 3,685 | |||
Insurance expense | 1,516 | |||
Other expenses | 9,761 | |||
Total expenses | 271,000 | |||
Less fee reductions and expense reimbursements by the Adviser (Note 4) | (121,439 | ) | ||
Net expenses | 149,561 | |||
NET INVESTMENT LOSS | (112,104 | ) | ||
REALIZED AND UNREALIZED GAINS ON INVESTMENTS | ||||
Net realized gains on investment transactions | 641,475 | |||
Net change in unrealized appreciation (depreciation) on investments | 6,695,895 | |||
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS | 7,337,370 | |||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 7,225,266 |
See accompanying notes to financial statements.
5
EVOLUTIONARY
TREE INNOVATORS FUND STATEMENTS OF CHANGES IN NET ASSETS |
Six Months Ended November 30, 2024 (Unaudited) |
Year Ended May 31, 2024 |
|||||||
FROM OPERATIONS | ||||||||
Net investment loss | $ | (112,104 | ) | $ | (199,045 | ) | ||
Net realized gains from investment transactions | 641,475 | 1,202,460 | ||||||
Net change in unrealized appreciation (depreciation) on investments | 6,695,895 | 3,253,314 | ||||||
Net increase in net assets resulting from operations | 7,225,266 | 4,256,729 | ||||||
CAPITAL SHARE TRANSACTIONS | ||||||||
I Class Shares | ||||||||
Proceeds from shares sold | 1,074,133 | 3,943,038 | ||||||
Payments for shares redeemed | (1,751,149 | ) | (2,535,088 | ) | ||||
Net increase (decrease) in I Class Shares net assets from capital share transactions | (677,016 | ) | 1,407,950 | |||||
A Class Shares | ||||||||
Proceeds from shares sold | 555,550 | 1,989,757 | ||||||
Payments for shares redeemed | (962,336 | ) | (2,484,178 | ) | ||||
Net decrease in A Class Shares net assets from capital share transactions | (406,786 | ) | (494,421 | ) | ||||
TOTAL INCREASE IN NET ASSETS | 6,141,464 | 5,170,258 | ||||||
NET ASSETS | ||||||||
Beginning of period | 27,860,804 | 22,690,546 | ||||||
End of period | $ | 34,002,268 | $ | 27,860,804 | ||||
CAPITAL SHARES ACTIVITY | ||||||||
I Class Shares | ||||||||
Shares sold | 55,153 | 233,005 | ||||||
Shares redeemed | (92,680 | ) | (154,972 | ) | ||||
Net increase (decrease) in shares outstanding | (37,527 | ) | 78,033 | |||||
Shares outstanding, beginning of period | 1,406,775 | 1,328,742 | ||||||
Shares outstanding, end of period | 1,369,248 | 1,406,775 | ||||||
A Class Shares | ||||||||
Shares sold | 29,113 | 125,702 | ||||||
Shares redeemed | (48,575 | ) | (148,388 | ) | ||||
Net decrease in shares outstanding | (19,462 | ) | (22,686 | ) | ||||
Shares outstanding, beginning of period | 178,840 | 201,526 | ||||||
Shares outstanding, end of period | 159,378 | 178,840 |
See accompanying notes to financial statements.
6
EVOLUTIONARY
TREE INNOVATORS FUND I CLASS SHARES FINANCIAL HIGHLIGHTS |
Per Share Data for a Share Outstanding Throughout Each Period
Six
Months Ended November 30, 2024 (Unaudited) |
Year Ended May 31, 2024 |
Year Ended May 31, 2023 |
Year Ended May 31, 2022 |
Period Ended May 31, 2021 (a) |
||||||||||||||||
Net asset value at beginning of period | $ | 17.58 | $ | 14.83 | $ | 13.32 | $ | 25.46 | $ | 20.00 | ||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||
Net investment loss (b) | (0.07 | ) | (0.12 | ) | (0.09 | ) | (0.24 | ) | (0.18 | ) | ||||||||||
Net realized and unrealized gains (losses) on investments | 4.75 | 2.87 | 1.60 | (11.18 | ) | 5.64 | ||||||||||||||
Total from investment operations | 4.68 | 2.75 | 1.51 | (11.42 | ) | 5.46 | ||||||||||||||
Less distributions from: | ||||||||||||||||||||
Net realized gains | — | — | — | (0.72 | ) | — | ||||||||||||||
Net asset value at end of period | $ | 22.26 | $ | 17.58 | $ | 14.83 | $ | 13.32 | $ | 25.46 | ||||||||||
Total return (c) | 26.62 | %(d) | 18.54 | % | 11.34 | % | (46.09 | %) | 27.30 | %(d) | ||||||||||
Net assets at end of period (000’s) | $ | 30,480 | $ | 24,735 | $ | 19,711 | $ | 11,472 | $ | 27,923 | ||||||||||
Ratios/supplementary data: | ||||||||||||||||||||
Ratio of total expenses to average net assets | 1.68 | %(e) | 1.77 | % | 2.08 | % | 1.59 | % | 1.65 | %(e) | ||||||||||
Ratio of net expenses to average net assets (f) | 0.97 | %(e) | 0.97 | % | 0.97 | % | 1.00 | %(g) | 0.97 | %(e) | ||||||||||
Ratio of net investment loss to average net assets (f) | (0.72 | %)(e) | (0.73 | %) | (0.66 | %) | (0.99 | %) | (0.97 | %)(e) | ||||||||||
Portfolio turnover rate | 16 | %(d) | 57 | % | 84 | % | 169 | % | 33 | %(d) |
(a) | Represents the period from the commencement of operations (September 9, 2020) through May 31, 2021. | |
(b) | Per share net investment loss has been determined on the basis of average number of shares outstanding during the 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 and reimbursed expenses (Note 4). | |
(d) | Not annualized. | |
(e) | Annualized. | |
(f) | Ratio was determined after management fee reductions and expense reimbursements (Note 4). | |
(g) | Includes 0.03% of borrowing costs (Note 5). |
See accompanying notes to financial statements.
7
EVOLUTIONARY
TREE INNOVATORS FUND A CLASS SHARES FINANCIAL HIGHLIGHTS |
Per Share Data for a Share Outstanding Throughout Each Period
Six
Months Ended November 30, 2024 (Unaudited) |
Year Ended May 31, 2024 |
Year Ended May 31, 2023 |
Period Ended May 31, 2022 (a) |
|||||||||||||
Net asset value at beginning of period | $ | 17.48 | $ | 14.78 | $ | 13.31 | $ | 18.27 | ||||||||
Income (loss) from investment operations: | ||||||||||||||||
Net investment loss (b) | (0.09 | ) | (0.16 | ) | (0.12 | ) | (0.05 | ) | ||||||||
Net realized and unrealized gains (losses) on investments | 4.71 | 2.86 | 1.59 | (4.91 | ) | |||||||||||
Total from investment operations | 4.62 | 2.70 | 1.47 | (4.96 | ) | |||||||||||
Net asset value at end of period | $ | 22.10 | $ | 17.48 | $ | 14.78 | $ | 13.31 | ||||||||
Total return (c) | 26.43 | %(d) | 18.27 | % | 11.04 | % | (27.15 | %)(d) | ||||||||
Net assets at end of period (000’s) | $ | 3,523 | $ | 3,126 | $ | 2,979 | $ | 1 | ||||||||
Ratios/supplementary data: | ||||||||||||||||
Ratio of total expenses to average net assets | 2.75 | %(e) | 2.74 | % | 4.18 | % | 3706.34 | %(e) | ||||||||
Ratio of net expenses to average net assets (f) | 1.22 | %(e) | 1.22 | % | 1.22 | % | 1.22 | %(e) | ||||||||
Ratio of net investment loss to average net assets (f) | (0.97 | %)(e) | (0.97 | %) | (0.87 | %) | (1.21 | %)(e) | ||||||||
Portfolio turnover rate | 16 | %(d) | 57 | % | 84 | % | 169 | %(g) |
(a) | Represents the period from the commencement of operations (February 28, 2022) through May 31, 2022. | |
(b) | Per share net investment loss has been determined on the basis of average number of shares outstanding during the 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 and reimbursed expenses (Note 4) | |
(d) | Not annualized. | |
(e) | Annualized. | |
(f) | Ratio was determined after management fee reductions and expense reimbursements (Note 4). | |
(g) | Portfolio turnover rate for the period ended May 31, 2022 is calculated at the Fund level. |
See accompanying notes to financial statements.
8
EVOLUTIONARY TREE INNOVATORS FUND
NOTES TO FINANCIAL STATEMENTS
November 30, 2024 (Unaudited)
1. Organization
Evolutionary Tree Innovators Fund (the “Fund”) is a non-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 investment objective of the Fund is to seek to achieve long-term growth of capital.
The Fund currently offers two classes of shares: I Class Shares (sold without any sales loads and distribution and/or service fees and requiring a $50,000 initial investment) and A Class Shares (sold subject to an initial maximum front-end sales load of 5.75% and a distribution (12b-1) fee of up to 0.25% of the average daily net assets attributable to A Class Shares, requiring a $1,000 initial investment and for purchases of $1,000,000 or more, a front end sales load is not charged but a 1% contingent deferred sales charge (“CDSC”) may be charged if redeemed during the first 18 months) (each a “Class”). Each share class represents an ownership interest in the same investment portfolio.
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”).
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 open-end investment companies, other than exchange-traded funds, if any, but 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 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 Evolutionary Capital 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
9
EVOLUTIONARY TREE INNOVATORS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
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 November 30, 2024, by security type:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Common Stocks | $ | 33,398,191 | $ | — | $ | — | $ | 33,398,191 | ||||||||
Money Market Funds | 580,744 | — | — | 580,744 | ||||||||||||
Total | $ | 33,978,935 | $ | — | $ | — | $ | 33,978,935 | ||||||||
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 November 30, 2024.
Share valuation – The NAV per share of each class of shares 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 I Class Shares is equal to the NAV per share. The maximum offering price per share of A Class Shares of the Fund is equal to the NAV per shares plus a sales load equal to 5.75% as a percentage of offering price. A Class Shares purchases of $1,000,000 or more, a front end sales load is not charged, but a CDSC of 1% may be charged if redeemed during the first 18 months of purchase.
10
EVOLUTIONARY TREE INNOVATORS 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. 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.
Allocation between classes – Investment income earned, realized capital gains and losses, and unrealized appreciation and depreciation are allocated daily to each class of a Fund based upon its proportionate share of total net assets of that 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 each class of shares of a Fund based upon its proportionate share of total net assets of that Fund. Distribution fees, registration and filing fees and transfer agent fees are class specific expenses.
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. There were no distributions paid to shareholders by the Fund during the periods ended November 30, 2024 and May 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.
11
EVOLUTIONARY TREE INNOVATORS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
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 amounts 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, if any.
The following information is computed on a tax basis for each item as of May 31, 2024:
Cost of investments | $ | 22,065,303 | ||
Gross unrealized appreciation | 6,358,277 | |||
Gross unrealized depreciation | (992,312 | ) | ||
Net unrealized appreciation | 5,365,965 | |||
Accumulated capital and other losses | (13,425,321 | ) | ||
Accumulated deficit | $ | (8,059,356 | ) | |
As of May 31, 2024, the Fund had short-term and long-term capital loss carryforwards (“CLCF”) of $8,150,135 and $5,182,339, respectively, for federal income tax purposes. These CLCFs, 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 and unrealized appreciation (depreciation) as of November 30, 2024 is as follows:
Tax cost of investments | $ | 21,886,745 | ||
Gross unrealized appreciation | 12,380,942 | |||
Gross unrealized depreciation | (288,752 | ) | ||
Net unrealized appreciation | 12,092,190 | |||
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.
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
12
EVOLUTIONARY TREE INNOVATORS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
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 expense on the Statement of Operations. During the six months ended November 30, 2024, the Fund did not incur any interest or penalties.
3. Investment Transactions
During the six months ended November 30, 2024, the cost of purchases and proceeds from sales of investment securities, other than short-term investments, amounted to $4,731,824 and $5,409,309, 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 0.80% of average daily net assets.
Pursuant to an Expense Limitation Agreement (“ELA”) between the Fund and the Adviser, the Adviser has agreed contractually, until October 31, 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, 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 to exceed 0.97% of average daily net assets attributable to I Class Shares and 1.22% of average daily net assets attributable to A Class Shares. Accordingly, during the six months ended November 30, 2024, the Adviser did not collect any of its management fees in the amount of $119,865 and reimbursed other expenses in the amount of $1,574.
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 36 months after such date that fees and expenses were incurred, provided that the repayments do not cause total annual fund operating expenses to exceed: (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 October 31, 2025, this agreement may not be modified or terminated without the approval of the Fund’s Board of Trustees. This agreement will terminate
13
EVOLUTIONARY TREE INNOVATORS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
automatically if the Fund’s investment advisory agreement with the Adviser is terminated. As of November 30, 2024, the Adviser may seek repayment of management fee reductions no later than the dates as stated below:
May 31, 2025 | $ | 117,547 | ||
May 31, 2026 | 248,883 | |||
May 31, 2027 | 233,799 | |||
November 30, 2027 | 121,439 | |||
Total | $ | 721,668 | ||
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 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. As of November 30, 2024, the Distributor did not collect any fees related to CDSC fees on redemptions of A Class Shares.
Under the terms of a Consulting Agreement with the Trust, Northern Lights Compliance Services, LLC (“NLCS”) provides an Anti-Money Laundering Officer and Chief Compliance 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.
Certain officers of the Trust are also officers of Ultimus and are not paid by the Fund for serving in such capacities.
DISTRIBUTION PLAN
The Fund has adopted a plan of distribution (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act, which permits A Class Shares of the Fund to directly incur or reimburse the Fund’s principal underwriter for certain expenses related to the distribution of its shares. The annual limitation for payment of expenses pursuant to the Plan is 0.25% of the Fund’s average daily net assets allocable to A Class Shares. The Fund has not adopted a plan of distribution with respect to the I Class Shares. During the six months ended November 30, 2024, the A Class Shares incurred $4,224 of distribution fees under the Plan.
14
EVOLUTIONARY TREE INNOVATORS FUND
NOTES TO FINANCIAL STATEMENTS (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 meetings fees, plus reimbursement for travel and other meeting-related expenses.
PRINCIPAL HOLDER OF FUND SHARES
As of November 30, 2024, the following shareholder owned of record more than 25% of the outstanding shares of the Fund:
NAME OF RECORD OWNERS | % Ownership |
Charles Schwab & Company (for the benefit of its customers) | 93% |
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 November 30, 2024, the Fund did not incur any borrowing costs.
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. Non-Diversification Risk
The Fund is a non-diversified fund. As a result, the Fund’s holdings may be more concentrated in a limited number of securities and the value of its shares may be more sensitive than a diversified fund to any single economic, business, political, or regulatory occurrence.
15
EVOLUTIONARY TREE INNOVATORS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
8. Sector Risk
If a Fund has significant investments in the securities of issuers 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 in the Fund and increase the volatility of the Fund’s NAV per share. Occasionally, market conditions, regulatory changes or other developments may negatively impact a particular sector. As of November 30, 2024, the Fund had 29.2% and 25.3% of the value of its net assets invested in stocks within the Technology and Consumer Discretionary sectors, respectively.
9. 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.
16
EVOLUTIONARY
TREE INNOVATORS 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 Evolutionary Tree Innovators Fund’s (the “Fund”) Investment Advisory Agreement with Evolutionary Tree Capital Management, LLC (the “Adviser” or “Evolutionary Tree”) for an additional one-year term (the “Advisory Agreement”). The Board approved the continuance of the Advisory Agreement at a meeting held on July 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 (if any) 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 Evolutionary Tree, including the professional experience and qualifications of senior personnel. In evaluating the quality of services provided by Evolutionary Tree, the Board took into account its familiarity with Evolutionary Tree’s management through Board meetings, discussions and reports during the preceding year. The Board also took into account Evolutionary Tree’s compliance policies and procedures based on discussion with Evolutionary Tree and the Chief Compliance Officer. The quality of administrative and other services, including Evolutionary Tree’s role in coordinating the activities of the Fund’s other service providers, was also considered. They also noted that Evolutionary Tree had no affiliated entities. The Board discussed the nature and extent of the services provided by Evolutionary Tree including, without limitation, Evolutionary Tree’s provision of a continuous investment program for the Fund. The Board considered the qualifications and experience of Evolutionary Tree’s portfolio management which were responsible for the day-to-day management of the Fund. The Board also considered Evolutionary Tree’s succession planning for the portfolio management of the Fund. The Board concluded that it was satisfied with the nature, extent and quality of services provided to the Fund by Evolutionary Tree under the Advisory Agreement.
17
EVOLUTIONARY
TREE INNOVATORS 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 and fees charged to Evolutionary Tree’s other client accounts. 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 Evolutionary Tree’s commitment to limit the Fund’s expenses under the Expense Limitation Agreement until at least October 31, 2025. The Board noted that the 0.80% advisory fee for the Fund was higher than the median for the other funds in its Broadridge custom peer group. The Board further noted that the overall net expense ratio for the Fund was higher than the median expense ratio for the other funds in the Fund’s custom peer group. The Board took into consideration Evolutionary Tree’s assertion that the Fund was smaller than the other funds in the peer group in terms of assets under management, which impacted the Fund’s fee relative to those of its peers.
Fund Performance
The Board also considered, among other data, the Fund’s performance results during certain periods ended April 30, 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 underperformed the peer group median for the one-year, three-year and since inception periods, ranking in the third quartile, fourth quartile and fourth quartile, respectively. The Board also considered Evolutionary Tree’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.
Economies of Scale
The Board also considered the effect of the Evolutionary Tree Fund’s growth and size on its performance and expenses. The Board noted that Evolutionary Tree 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 Evolutionary Tree’s assertion that adding breakpoints was not necessary at this time. The Board noted that if the Fund’s assets increase over time, the Fund might realize other economies of scale if assets increase proportionally more than certain other expenses.
18
EVOLUTIONARY
TREE INNOVATORS 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 Evolutionary Tree and the direct and indirect benefits derived by Evolutionary Tree from the Fund. The information considered by the Board included operating profit margin information for the Fund as well as Evolutionary Tree’s business as a whole. The Board considered Evolutionary Tree’s commitment to contractually limit the Fund’s net operating expenses. The Board reviewed the profitability of Evolutionary Tree’s relationship with the Fund both before and after-tax expenses. They noted that the Fund was not profitable to Evolutionary Tree. The Board also considered whether Evolutionary Tree 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 discussed the direct and indirect benefits derived by Evolutionary Tree from its relationship with the Fund. The Board also noted that Evolutionary Tree derives benefits to its reputation and other benefits from its relationship with the Fund.
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) Evolutionary Tree demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (b) Evolutionary Tree 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 Evolutionary Tree 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
EVOLUTIONARY TREE INNOVATORS 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 1-833-517-1010, or on the Securities and Exchange Commission (the “SEC”) 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 1-833-517-1010, 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 1-833-517-1010. Furthermore, you may obtain a copy of the filings on the SEC’s website at www.sec.gov and the Fund’s website at www.mutualfund.evolutionarytree.com.
20
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KEMPNER MULTI-CAP DEEP VALUE FUND
Institutional Class (FIKDX)
Investor Class (FAKDX)
Financial Statements
November 30, 2024
(Unaudited)
KEMPNER
MULTI-CAP DEEP VALUE FUND SCHEDULE OF INVESTMENTS November 30, 2024 (Unaudited) |
COMMON STOCKS — 82.5% | Shares | Value | ||||||
Communications — 5.1% | ||||||||
Entertainment Content — 3.4% | ||||||||
Walt Disney Company (The) | 28,700 | $ | 3,371,389 | |||||
Telecommunications — 1.7% | ||||||||
AT&T, Inc. | 36,700 | 849,972 | ||||||
Deutsche Telekom AG - ADR | 25,600 | 820,736 | ||||||
1,670,708 | ||||||||
Consumer Discretionary — 2.7% | ||||||||
E-Commerce Discretionary — 2.7% | ||||||||
eBay, Inc. | 42,100 | 2,664,509 | ||||||
Consumer Staples — 2.7% | ||||||||
Food — 2.7% | ||||||||
Tyson Foods, Inc. - Class A | 41,200 | 2,657,400 | ||||||
Energy — 10.0% | ||||||||
Oil & Gas Producers — 7.7% | ||||||||
BP plc - ADR | 44,120 | 1,293,157 | ||||||
Diamondback Energy, Inc. | 4,600 | 816,914 | ||||||
Exxon Mobil Corporation | 24,221 | 2,857,109 | ||||||
Shell plc - ADR | 39,454 | 2,554,252 | ||||||
7,521,432 | ||||||||
Oil & Gas Services & Equipment — 2.3% | ||||||||
Schlumberger Ltd. | 51,155 | 2,247,751 | ||||||
Financials — 18.5% | ||||||||
Banking — 11.5% | ||||||||
Bank of America Corporation | 69,420 | 3,298,144 | ||||||
Citigroup, Inc. | 41,400 | 2,934,018 | ||||||
Citizens Financial Group, Inc. | 54,950 | 2,645,293 | ||||||
Truist Financial Corporation | 49,400 | 2,355,392 | ||||||
11,232,847 | ||||||||
Insurance — 7.0% | ||||||||
Equitable Holdings, Inc. | 62,650 | 3,021,610 | ||||||
Everest Group Ltd. | 3,100 | 1,201,436 | ||||||
Lincoln National Corporation | 74,850 | 2,660,169 | ||||||
6,883,215 |
1
KEMPNER
MULTI-CAP DEEP VALUE FUND SCHEDULE OF INVESTMENTS (Continued) |
COMMON STOCKS — 82.5% (Continued) | Shares | Value | ||||||
Health Care — 16.1% | ||||||||
Biotech & Pharma — 6.4% | ||||||||
Bristol-Myers Squibb Company | 50,300 | $ | 2,978,766 | |||||
GSK plc - ADR | 54,530 | 1,861,109 | ||||||
Merck & Company, Inc. | 13,900 | 1,412,796 | ||||||
6,252,671 | ||||||||
Health Care Facilities & Services — 2.4% | ||||||||
Patterson Companies, Inc. | 107,500 | 2,310,175 | ||||||
Medical Equipment & Devices — 7.3% | ||||||||
Baxter International, Inc. | 56,500 | 1,904,615 | ||||||
CONMED Corporation | 43,500 | 3,220,740 | ||||||
Zimmer Biomet Holdings, Inc. | 18,500 | 2,073,850 | ||||||
7,199,205 | ||||||||
Industrials — 3.5% | ||||||||
Aerospace & Defense — 2.4% | ||||||||
L3Harris Technologies, Inc. | 9,652 | 2,376,805 | ||||||
Electrical Equipment — 1.1% | ||||||||
Sensata Technologies Holding plc | 33,220 | 1,067,691 | ||||||
Materials — 7.0% | ||||||||
Chemicals — 5.7% | ||||||||
FMC Corporation | 28,482 | 1,683,001 | ||||||
International Flavors & Fragrances, Inc. | 22,500 | 2,055,600 | ||||||
LyondellBasell Industries N.V. - Class A | 22,000 | 1,833,480 | ||||||
5,572,081 | ||||||||
Metals & Mining — 1.3% | ||||||||
BHP Group Ltd. - ADR | 6,900 | 363,285 | ||||||
Rio Tinto plc - ADR | 15,100 | 948,884 | ||||||
1,312,169 | ||||||||
Real Estate — 3.0% | ||||||||
REITs — 3.0% | ||||||||
Easterly Government Properties, Inc. | 119,700 | 1,474,704 | ||||||
Realty Income Corporation | 25,500 | 1,476,195 | ||||||
2,950,899 |
2
KEMPNER MULTI-CAP DEEP
VALUE FUND SCHEDULE OF INVESTMENTS (Continued) |
COMMON STOCKS — 82.5% (Continued) | Shares | Value | ||||||
Technology — 12.1% | ||||||||
Semiconductors — 10.0% | ||||||||
Micron Technology, Inc. | 43,800 | $ | 4,290,210 | |||||
Taiwan Semiconductor Manufacturing Company Ltd. - ADR | 21,100 | 3,896,326 | ||||||
Teradyne, Inc. | 14,400 | 1,584,000 | ||||||
9,770,536 | ||||||||
Technology Hardware — 2.1% | ||||||||
Cisco Systems, Inc. | 35,620 | 2,109,060 | ||||||
Utilities — 1.8% | ||||||||
Electric Utilities — 1.8% | ||||||||
Eversource Energy | 27,300 | 1,760,577 | ||||||
Total Common Stocks (Cost $65,878,162) | $ | 80,931,120 |
MONEY MARKET FUNDS — 17.3% | Shares | Value | ||||||
First American Treasury Obligations Fund - Class X, 4.55% (a) (Cost $16,946,533) | 16,946,533 | $ | 16,946,533 | |||||
Investments at Value — 99.8% (Cost $82,824,695) | $ | 97,877,653 | ||||||
Other Assets in Excess of Liabilities — 0.2% | 226,738 | |||||||
Net Assets — 100.0% | $ | 98,104,391 |
ADR - American Depositary Receipt
AG - Aktiengesellschaft
N.V. - Naamloze Vennootschap
plc - Public Limited Company
(a) | The rate shown is the 7-day effective yield as of November 30, 2024. |
See accompanying notes to financial statements.
3
KEMPNER
MULTI-CAP DEEP VALUE FUND STATEMENT OF ASSETS AND LIABILITIES November 30. 2024 (Unaudited) |
ASSETS | ||||
Investments in securities: | ||||
At cost | $ | 82,824,695 | ||
At value (Note 2) | $ | 97,877,653 | ||
Dividends receivable | 259,253 | |||
Tax reclaims receivable | 48,784 | |||
Other assets | 5,799 | |||
Total assets | 98,191,489 | |||
LIABILITIES | ||||
Payable to Adviser (Note 4) | 46,816 | |||
Payable to administrator (Note 4) | 16,010 | |||
Accrued distribution fees (Note 4) | 7,061 | |||
Other accrued expenses | 17,211 | |||
Total liabilities | 87,098 | |||
NET ASSETS | $ | 98,104,391 | ||
NET ASSETS CONSIST OF: | ||||
Paid-in capital | $ | 76,007,794 | ||
Accumulated earnings | 22,096,597 | |||
NET ASSETS | $ | 98,104,391 | ||
NET ASSET VALUE PER SHARE: | ||||
INSTITUTIONAL CLASS | ||||
Net assets applicable to Institutional Class | $ | 78,119,717 | ||
Institutional
Class shares of beneficial interest outstanding (unlimited number of shares authorized, no par value) |
6,134,903 | |||
Net asset value, offering price and redemption price per share (Note 2) | $ | 12.73 | ||
INVESTOR CLASS | ||||
Net assets applicable to Investor Class | $ | 19,984,674 | ||
Investor Class
shares of beneficial interest outstanding (unlimited number of shares authorized, no par value) |
1,571,012 | |||
Net asset value, offering price and redemption price per share (Note 2) | $ | 12.72 |
See accompanying notes to financial statements.
4
KEMPNER
MULTI-CAP DEEP VALUE FUND STATEMENT OF OPERATIONS For the Six Months Ended November 30, 2024 (Unaudited) |
INVESTMENT INCOME | ||||
Dividend income | $ | 1,504,932 | ||
Foreign withholding taxes on dividends | (6,678 | ) | ||
Total investment income | 1,498,254 | |||
EXPENSES | ||||
Management fees (Note 4) | 278,629 | |||
Administration fees (Note 4) | 50,831 | |||
Fund accounting fees (Note 4) | 26,679 | |||
Distribution fees - Investor Class (Note 4) | 23,852 | |||
Transfer agent fees (Note 4) | 14,635 | |||
Legal fees | 13,194 | |||
Trustees’ fees and expenses (Note 4) | 10,981 | |||
Audit and tax services fees | 10,432 | |||
Registration and filing fees | 7,032 | |||
Custodian and bank service fees | 6,792 | |||
Compliance fees (Note 4) | 6,000 | |||
Shareholder reporting expenses | 4,980 | |||
Postage and supplies | 2,394 | |||
Insurance expense | 1,681 | |||
Other expenses | 14,366 | |||
Total expenses | 472,478 | |||
NET INVESTMENT INCOME | 1,025,776 | |||
REALIZED AND UNREALIZED GAINS ON INVESTMENTS | ||||
Net realized gains from investment transactions | 1,540,397 | |||
Net change in unrealized appreciation (depreciation) on investments | 3,555,907 | |||
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS | 5,096,304 | |||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 6,122,080 |
See accompanying notes to financial statements.
5
KEMPNER
MULTI-CAP DEEP VALUE FUND STATEMENTS OF CHANGES IN NET ASSETS |
Six
Months Ended November 30, 2024 |
Year
Ended May 31, 2024 |
|||||||
FROM OPERATIONS | ||||||||
Net investment income | $ | 1,025,776 | $ | 1,975,629 | ||||
Net realized gains from investment transactions | 1,540,397 | 5,116,499 | ||||||
Net change in unrealized appreciation (depreciation) on investments | 3,555,907 | 16,128,109 | ||||||
Net increase in net assets resulting from operations | 6,122,080 | 23,220,237 | ||||||
FROM DISTRIBUTIONS TO SHAREHOLDERS (Note 2) | ||||||||
Institutional Class | (900,633 | ) | (3,392,854 | ) | ||||
Investor Class | (204,401 | ) | (812,320 | ) | ||||
Decrease in net assets from distributions to shareholders | (1,105,034 | ) | (4,205,174 | ) | ||||
CAPITAL SHARE TRANSACTIONS | ||||||||
Institutional Class | ||||||||
Proceeds from shares sold | 320,352 | 29,682 | ||||||
Net asset value of shares issued in reinvestment of distributions to shareholders | 688,416 | 2,573,944 | ||||||
Payments for shares redeemed | (1,277,679 | ) | (1,152,880 | ) | ||||
Net increase (decrease) in Institutional Class net assets from capital share transactions | (268,911 | ) | 1,450,746 | |||||
Investor Class | ||||||||
Proceeds from shares sold | 121,381 | 87,699 | ||||||
Net asset value of shares issued in reinvestment of distributions to shareholders | 172,168 | 680,680 | ||||||
Payments for shares redeemed | (55,380 | ) | (1,090,495 | ) | ||||
Net increase (decrease) in Investor Class net assets from capital share transactions | 238,169 | (322,116 | ) | |||||
TOTAL INCREASE IN NET ASSETS | 4,986,304 | 20,143,693 | ||||||
NET ASSETS | ||||||||
Beginning of period | 93,118,087 | 72,974,394 | ||||||
End of period | $ | 98,104,391 | $ | 93,118,087 |
See accompanying notes to financial statements.
6
KEMPNER MULTI-CAP DEEP VALUE
FUND STATEMENTS OF CHANGES IN NET ASSETS (Continued) |
Six
Months Ended November 30, 2024 |
Year
Ended May 31, 2024 |
|||||||
CAPITAL SHARES ACTIVITY | ||||||||
Institutional Class | ||||||||
Shares sold | 26,161 | 2,625 | ||||||
Shares issued in reinvestment of distributions to shareholders | 56,777 | 241,821 | ||||||
Shares redeemed | (104,246 | ) | (106,627 | ) | ||||
Net increase (decrease) in shares outstanding | (21,308 | ) | 137,819 | |||||
Shares outstanding at beginning of period | 6,156,211 | 6,018,392 | ||||||
Shares outstanding at end of period | 6,134,903 | 6,156,211 | ||||||
Investor Class | ||||||||
Shares sold | 9,896 | 8,022 | ||||||
Shares issued in reinvestment of distributions to shareholders | 14,212 | 64,032 | ||||||
Shares redeemed | (4,455 | ) | (105,124 | ) | ||||
Net increase (decrease) in shares outstanding | 19,653 | (33,070 | ) | |||||
Shares outstanding at beginning of period | 1,551,359 | 1,584,429 | ||||||
Shares outstanding at end of period | 1,571,012 | 1,551,359 |
See accompanying notes to financial statements.
7
KEMPNER
MULTI-CAP DEEP VALUE FUND INSTITUTIONAL CLASS FINANCIAL HIGHLIGHTS |
Per Share Data for a Share Outstanding Throughout Each Period
For
the Six Months Ended Nov. 30, 2024 (Unaudited) |
For
the Year Ended May 31, 2024 |
For
the Year Ended May 31, 2023 |
For
the Year Ended May 31, 2022 |
For
the Year Ended May 31, 2021 |
Ten Months Ended May 31, 2020 (a) |
For
the Year Ended July 31, 2019 |
||||||||||||||||||||||
Net asset value at beginning of period | $ | 12.08 | $ | 9.60 | $ | 11.48 | $ | 12.79 | $ | 8.77 | $ | 10.70 | $ | 11.01 | ||||||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||||||||||
Net investment income | 0.14 | (b) | 0.26 | (b) | 0.21 | (b) | 0.17 | (b) | 0.15 | (b) | 0.20 | 0.21 | ||||||||||||||||
Net realized and unrealized gains (losses) on investments | 0.66 | 2.78 | (1.35 | ) | (0.49 | ) | 4.53 | (1.62 | ) | (0.19 | ) | |||||||||||||||||
Total from investment operations | 0.80 | 3.04 | (1.14 | ) | (0.32 | ) | 4.68 | (1.42 | ) | 0.02 | ||||||||||||||||||
Less distributions from: | ||||||||||||||||||||||||||||
Net investment income | (0.15 | ) | (0.25 | ) | (0.21 | ) | (0.15 | ) | (0.16 | ) | (0.17 | ) | (0.23 | ) | ||||||||||||||
Net realized gains | — | (0.31 | ) | (0.53 | ) | (0.84 | ) | (0.50 | ) | (0.34 | ) | (0.10 | ) | |||||||||||||||
Total distributions | (0.15 | ) | (0.56 | ) | (0.74 | ) | (0.99 | ) | (0.66 | ) | (0.51 | ) | (0.33 | ) | ||||||||||||||
Net asset value at end of period | $ | 12.73 | $ | 12.08 | $ | 9.60 | $ | 11.48 | $ | 12.79 | $ | 8.77 | $ | 10.70 | ||||||||||||||
Total return (c) | 6.66 | %(d) | 32.55 | % | (9.97 | %) | (2.61 | %) | 55.52 | % | (13.99 | %)(d) | 0.43 | % | ||||||||||||||
Net assets at end of period (000’s) | $ | 78,120 | $ | 74,390 | $ | 57,777 | $ | 64,995 | $ | 69,143 | $ | 48,552 | $ | 60,228 | ||||||||||||||
Ratios/supplementary data: | ||||||||||||||||||||||||||||
Ratio of total expenses to average net assets | 0.95 | %(e) | 0.96 | % | 0.97 | % | 0.94 | % | 0.97 | % | 0.99 | %(e) | 0.95 | % | ||||||||||||||
Ratio of net investment income to average net assets | 2.22 | %(e) | 2.47 | % | 2.05 | % | 1.39 | % | 1.46 | % | 2.37 | %(e) | 2.13 | % | ||||||||||||||
Portfolio turnover rate | 16 | %(d) | 37 | % | 34 | % | 33 | % | 21 | % | 27 | %(d) | 17 | % |
(a) | Fund changed fiscal year to May 31. |
(b) | Per share net income has been determined on the basis of average number of shares outstanding during the period. |
(c) | 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. |
(d) | Not annualized. |
(e) | Annualized. |
See accompanying notes to financial statements.
8
KEMPNER
MULTI-CAP DEEP VALUE FUND INVESTOR CLASS FINANCIAL HIGHLIGHTS |
Per Share Data for a Share Outstanding Throughout Each Period
For
the Six Months Ended Nov. 30, 2024 (Unaudited) |
For
the Year Ended May 31, 2024 |
For
the Year Ended May 31, 2023 |
For
the Year Ended May 31, 2022 |
For
the Year Ended May 31, 2021 |
Ten Months Ended May 31, 2020 (a) |
For
the Year Ended July 31, 2019 |
||||||||||||||||||||||
Net asset value at beginning of period | $ | 12.07 | $ | 9.59 | $ | 11.47 | $ | 12.77 | $ | 8.76 | $ | 10.69 | $ | 11.00 | ||||||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||||||||||
Net investment income | 0.12 | (b) | 0.24 | (b) | 0.19 | (b) | 0.14 | (b) | 0.13 | (b) | 0.18 | 0.18 | ||||||||||||||||
Net realized and unrealized gains (losses) on investments | 0.66 | 2.77 | (1.35 | ) | (0.48 | ) | 4.51 | (1.62 | ) | (0.19 | ) | |||||||||||||||||
Total from investment operations | 0.78 | 3.01 | (1.16 | ) | (0.34 | ) | 4.64 | (1.44 | ) | (0.01 | ) | |||||||||||||||||
Less distributions from: | ||||||||||||||||||||||||||||
Net investment income | (0.13 | ) | (0.22 | ) | (0.19 | ) | (0.12 | ) | (0.13 | ) | (0.15 | ) | (0.20 | ) | ||||||||||||||
Net realized gains | — | (0.31 | ) | (0.53 | ) | (0.84 | ) | (0.50 | ) | (0.34 | ) | (0.10 | ) | |||||||||||||||
Total distributions | (0.13 | ) | (0.53 | ) | (0.72 | ) | (0.96 | ) | (0.63 | ) | (0.49 | ) | (0.30 | ) | ||||||||||||||
Net asset value at end of period | $ | 12.72 | $ | 12.07 | $ | 9.59 | $ | 11.47 | $ | 12.77 | $ | 8.76 | $ | 10.69 | ||||||||||||||
Total return (c) | 6.53 | %(d) | 0.32 | % | (0.10 | %) | (0.03 | %) | 0.55 | % | (14.18 | %)(d) | 0.00 | % | ||||||||||||||
Net assets at end of period (000’s) | $ | 19,985 | $ | 18,728 | $ | 15,198 | $ | 17,626 | $ | 19,125 | $ | 12,206 | $ | 14,495 | ||||||||||||||
Ratios/supplementary data: | ||||||||||||||||||||||||||||
Ratio of total expenses to average net assets | 1.20 | %(e) | 1.21 | % | 1.22 | % | 1.19 | % | 1.22 | % | 1.24 | %(e) | 1.20 | % | ||||||||||||||
Ratio of net investment income to average net assets | 1.97 | %(e) | 2.22 | % | 1.79 | % | 1.14 | % | 1.21 | % | 2.12 | %(e) | 1.88 | % | ||||||||||||||
Portfolio turnover rate | 16 | %(d) | 37 | % | 34 | % | 33 | % | 21 | % | 27 | %(d) | 17 | % |
(a) | Fund changed fiscal year to May 31. |
(b) | Per share net income has been determined on the basis of average number of shares outstanding during the period. |
(c) | 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. |
(d) | Not annualized. |
(e) | Annualized. |
See accompanying notes to financial statements.
9
KEMPNER MULTI-CAP DEEP VALUE FUND
NOTES TO FINANCIAL STATEMENTS
November 30, 2024 (Unaudited)
1. Organization
Kempner Multi-Cap Deep Value Fund (the “Fund”) is a diversified series of Ultimus Managers Trust (the “Trust”). The Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund was reorganized into the Trust on April 28, 2017. Other series of the Trust are not incorporated in this report.
The investment objective of the Fund is to seek to generate a total pre-tax return, including capital growth and dividends, that is greater than the rate of inflation over a three-to-five-year period.
The Fund currently offers two classes of shares: Institutional Class shares (sold without any sales loads and distribution and/or shareholder servicing fees and requiring a $500,000 initial investment) and 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 $500 initial investment). Each share class represents an ownership interest in the same investment portfolio.
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”).
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 money market funds and other open-end investment companies are valued at their net asset value (“NAV”) as reported by such companies. 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 Kempner Capital Management, Inc. (the “Adviser”), as the valuation designee, in accordance with procedures adopted by the Board of Trustees (the “Board”) pursuant to Rule 2a-5 under 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
10
KEMPNER MULTI-CAP DEEP VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
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 November 30, 2024 by security type:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Common Stocks | $ | 80,931,120 | $ | — | $ | — | $ | 80,931,120 | ||||||||
Money Market Funds | 16,946,533 | — | — | 16,946,533 | ||||||||||||
Total | $ | 97,877,653 | $ | — | $ | — | $ | 97,877,653 | ||||||||
Refer to the Fund’s Schedule of Investments for a listing of securities 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 November 30, 2024.
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 have been recorded in accordance with the Fund’s understanding of the applicable country’s rules and tax rates.
11
KEMPNER MULTI-CAP DEEP VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
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.
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 each class of shares of the Fund based upon its proportionate share of total net assets of the Fund. Distribution fees are class specific expenses.
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 intends to declare and distribute net investment income dividends on a quarterly basis. In addition, the Fund will declare and distribute net realized capital gains, if any, 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 periods ended November 30, 2024 and May 31, 2024 were as follows:
Period Ended |
Ordinary Income |
Long-Term Capital Gains |
Total Distributions |
|||||||||
11/30/2024 | $ | 1,105,034 | $ | — | $ | 1,105,034 | ||||||
5/31/2024 | $ | 3,161,973 | $ | 1,043,201 | $ | 4,205,174 | ||||||
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 (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 amounts 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.
12
KEMPNER MULTI-CAP DEEP VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
The following information is computed on a tax basis for each item as of November 30, 2024:
Tax cost of investments | $ | 82,824,695 | ||
Gross unrealized appreciation | $ | 17,155,187 | ||
Gross unrealized depreciation | (2,102,229 | ) | ||
Net unrealized appreciation | 15,052,958 | |||
Accumulated ordinary income | 387,549 | |||
Undistributed long-term gains | 3,829,624 | |||
Other gains | 2,826,466 | |||
Accumulated earnings | $ | 22,096,597 | ||
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 expense on the Statement of Operations. During the six months ended November 30, 2024, the Fund did not incur any interest or penalties.
3. Investment Transactions
During the six months ended November 30, 2024, cost of purchases and proceeds from sales of investment securities, other than short-term investments, amounted to $13,271,796 and $20,901,362, 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 0.59% of average daily net assets.
The Adviser has agreed contractually, until at least December 1, 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; 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 1.05% and 1.30% of average daily net assets for Institutional Class and Investor Class shares, respectively.
13
KEMPNER MULTI-CAP DEEP VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
Management fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of 36 months after such fees and expenses were incurred, provided that the repayments do not cause the Fund’s 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. This agreement will terminate automatically if the Investment Advisory Agreement is terminated. During the six months ended November 30, 2024, the Adviser did not reduce its management fees or reimburse other expenses of the Fund.
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 an Anti-Money Laundering Officer and Chief Compliance 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 principal underwriter to the Fund. The Distributor is a wholly-owned subsidiary of Ultimus. The Distributor is compensated partially by the Adviser and partially by the Investor Class shares of the Fund for acting as principal underwriter.
Certain officers of the Trust are also officers of Ultimus and are not paid by the Fund for serving in such capacities.
DISTRIBUTION PLAN
The Fund has adopted a plan of distribution (the “Plan”), pursuant to Rule 12b-1 under the 1940 Act, which permits Investor Class shares of the Fund to directly incur or reimburse the Fund’s principal underwriter for certain expenses related to the distribution of Investor Class shares. The annual limitation for payment of expenses pursuant to the Plan is 0.25% of the Fund’s average daily net assets allocable to Investor Class shares. The Fund has not adopted a plan of distribution with respect to Institutional Class shares. During the six months ended November 30, 2024, Investor Class shares of the Fund incurred $23,852 of distribution fees under the Plan.
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
KEMPNER MULTI-CAP DEEP VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
PRINCIPAL HOLDERS OF FUND SHARES
As of November 30, 2024, the following shareholders owned of record 25% or more of the outstanding shares of the Fund:
NAME OF RECORD OWNERS | % Ownership |
Muir & Company (for the benefit of its customers) | 86% |
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. 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.
6. 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 except for the following:
The Fund paid the following distributions to shareholders subsequent to November 30, 2024:
Per Share | |||||||||||||||||
Record Date |
Ex-Date |
Ordinary Income |
Short-Term Capital Gain |
Long-Term Capital Gain |
|||||||||||||
Institutional Class | 12/27/2024 | 12/30/2024 | $ | 0.0720 | $ | 0.1672 | $ | 0.4979 | |||||||||
Investor Class | 12/27/2024 | 12/30/2024 | $ | 0.0613 | $ | 0.1672 | $ | 0.4979 | |||||||||
15
KEMPNER MULTI-CAP DEEP VALUE 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 1-800-665-9778, or on the Securities and Exchange Commission (the “SEC”) 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 1-800-665-9778, 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 1-800-665-9778. Furthermore, you may obtain a copy of the filings on the SEC’s website at www.sec.gov.
16
KEMPNER MULTI-CAP DEEP VALUE 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 Kempner Multi-Cap Deep Value Fund’s (the “Fund”) Investment Advisory Agreement with Kempner Capital Management, Inc. (the “Adviser” or “Kempner”) for an additional one-year term (the “Advisory Agreement”). The Board approved the continuance of the Advisory Agreement at a meeting held on July 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 Kempner, including the professional experience and qualifications of senior personnel. In evaluating the quality of services provided by Kempner, the Board took into account its familiarity with Kempner’s management through Board meetings, discussions and reports during the preceding year. The Board also took into account Kempner’s compliance policies and procedures based on discussion with Kempner and the Chief Compliance Officer. The quality of administrative and other services, including Kempner’s role in coordinating the activities of the Fund’s other service providers, was also considered. They also considered Kempner’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 Kempner including, without limitation, Kempner’s provision of a continuous investment program for the Fund. The Board considered the qualifications and experience of Kempner’s portfolio management which were responsible for the day-to-day management of the Fund. The Board also considered Kempner’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 Kempner under the Advisory Agreement.
17
KEMPNER MULTI-CAP DEEP VALUE 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 and fees charged to Kempner’s other client accounts. 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 Kempner’s commitment to limit the Fund’s expenses under the Expense Limitation Agreement until at least December 1, 2025. The Board noted that the 0.59% advisory fee for the Fund was higher than the median for the other funds in its Broadridge custom peer group. The Board further noted that the overall net expense ratio for the Fund was higher than the median expense ratio for the other funds in the Fund’s custom peer group. The Board took into consideration Kempner’s assertion that the Fund’s investment strategy, which generally selected only dividend-paying stocks, as well as took a multi-cap investment approach, differentiated the Fund from its peers.
Fund Performance
The Board also considered, among other data, the Fund’s performance results during certain periods ended April 30, 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 underperformed the peer group median for the three- and five-year periods, ranking in the fourth quartile for each period, but that the Fund’s one-year performance was above the peer group median in the second quartile. The Board also considered Kempner’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.
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 in the past Kempner 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 Kempner’s assertion that adding breakpoints was not necessary at this time. The Board noted that if the Fund’s assets increase over time, the Fund might realize other economies of scale if assets increase proportionally more than certain other expenses.
Financial Condition of the Adviser and Adviser Profitability
Additionally, the Board took into consideration the financial condition and profitability of Kempner and its affiliates and the direct and indirect benefits derived by Kempner and its affiliates from the Fund. The information considered by the Board included operating
18
KEMPNER MULTI-CAP DEEP VALUE FUND
DISCLOSURE REGARDING APPROVAL OF INVESTMENT
ADVISORY AGREEMENT (Unaudited) (Continued)
profit margin information for the Fund as well as Kempner’s business as a whole. The Board considered Kempner’s commitment to contractually limit the Fund’s net operating expenses. The Board reviewed the profitability of Kempner’s relationship with the Fund both before and after-tax expenses. The Board recognized that Kempner 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 it assumes as investment adviser. Based upon its review, the Board concluded that Kempner’s level of profitability, if any, from its relationship with the Fund was reasonable and not excessive. The Board also considered whether Kempner 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 discussed the direct and indirect benefits derived by Kempner and its affiliates from its relationship with the Fund. The Board also noted that Kempner derives benefits to its reputation and other benefits from its relationship with the Fund.
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) Kempner demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (b) Kempner 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 Kempner 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
WAVELENGTH FUND
SCHEDULE OF INVESTMENTS
November 30, 2024 (Unaudited)
EXCHANGE-TRADED FUNDS — 88.7% | Shares | Value | ||||||
Emerging Markets Debt — 17.7% | ||||||||
iShares J.P. Morgan USD Emerging Markets Bond ETF (a) | 25,600 | $ | 2,359,040 | |||||
VanEck Emerging Markets High Yield Bond ETF | 268,156 | 5,290,718 | ||||||
VanEck J.P. Morgan EM Local Currency Bond ETF (a) | 103,441 | 2,472,240 | ||||||
Vanguard Emerging Markets Government Bond ETF | 39,224 | 2,559,366 | ||||||
12,681,364 | ||||||||
Master Limited Partnerships — 2.3% | ||||||||
Global X MLP ETF | 31,402 | 1,652,059 | ||||||
Real Estate Investment Trusts (REITs) — 0.8% | ||||||||
Vanguard Real Estate ETF | 5,887 | 577,868 | ||||||
U.S. Fixed Income — 67.9% | ||||||||
Invesco Optimum Yield Diversified Commodity Strategy No K-1 ETF | 100,199 | 1,342,667 | ||||||
Invesco Senior Loan ETF | 444,701 | 9,387,638 | ||||||
iShares Broad USD High Yield Corporate Bond ETF | 170,215 | 6,388,169 | ||||||
iShares National Muni Bond ETF (a) | 29,382 | 3,189,122 | ||||||
iShares Preferred & Income Securities ETF (a) | 77,068 | 2,539,391 | ||||||
iShares TIPS Bond ETF | 39,111 | 4,253,712 | ||||||
SPDR Bloomberg Convertible Securities ETF | 27,474 | 2,249,022 | ||||||
SPDR Bloomberg Short Term High Yield Bond ETF | 258,947 | 6,652,348 | ||||||
Vanguard Mortgage-Backed Securities ETF (a) | 161,955 | 7,508,234 | ||||||
Vanguard Short-Term Inflation-Protected Securities ETF | 102,646 | 5,029,654 | ||||||
48,539,957 | ||||||||
Total Exchange-Traded Funds (Cost $62,251,914) | $ | 63,451,248 |
1
WAVELENGTH FUND
SCHEDULE OF INVESTMENTS (Continued)
MONEY MARKET FUNDS — 7.0% | Shares | Value | ||||||
DWS Government Money Market Series - Institutional Class, 4.59% (b) | 1,066,970 | $ | 1,066,970 | |||||
Fidelity Institutional Money Market Government Portfolio - Class I, 4.51% (b) | 1,428,590 | 1,428,590 | ||||||
Goldman Sachs Financial Square Treasury Obligations Fund - Institutional Class, 4.51% (b) | 1,424,429 | 1,424,429 | ||||||
Invesco Treasury Portfolio - Institutional Class, 4.53% (b) | 1,071,132 | 1,071,132 | ||||||
Total Money Market Funds (Cost $4,991,121) | $ | 4,991,121 |
COLLATERAL FOR SECURITIES LOANED — 21.4% | ||||||||
First American Government Obligations Fund - Class X, 4.56% (Cost $15,282,832) (b)(c) | 15,282,832 | $ | 15,282,832 | |||||
Investments at Value — 117.1% (Cost $82,525,867) | $ | 83,725,201 | ||||||
Liabilities in Excess of Other Assets — (17.1%) | (12,190,120 | ) | ||||||
Net Assets — 100.0% | $ | 71,535,081 |
(a) | All or a portion of the security is on loan. The total value of the securities on loan as of November 30, 2024 was $15,008,266. | |
(b) | The rate shown is the 7-day effective yield as of November 30, 2024. | |
(c) | This security was purchased with cash collateral held from securities on loan (Note 6). |
See accompanying notes to financial statements.
2
WAVELENGTH FUND
SCHEDULE OF FUTURES CONTRACTS
November 30, 2024 (Unaudited)
FUTURES CONTRACTS | Contracts | Expiration Date |
Notional Value |
Value/Unrealized Appreciation (Depreciation) |
|||||||||||
Commodities Futures | |||||||||||||||
E-mini Gold Future | 20 | 1/30/2025 | $ | 2,681,000 | $ | 15,438 | |||||||||
Index Futures | |||||||||||||||
E-Mini Dow CBOT DJIA Future | 5 | 12/23/2024 | 1,126,375 | 58,044 | |||||||||||
E-Mini NASDAQ 100 Future | 6 | 12/23/2024 | 2,519,220 | 30,476 | |||||||||||
E-Mini S&P 500 Future | 10 | 12/23/2024 | 3,025,750 | 97,490 | |||||||||||
MSCI Emerging Markets Future | 37 | 12/23/2024 | 2,017,610 | (101,827 | ) | ||||||||||
Total Index Futures | 8,688,955 | 84,183 | |||||||||||||
Treasury Futures | |||||||||||||||
10-Year U.S. Treasury Note Future | 48 | 3/21/2025 | 5,337,000 | 36,107 | |||||||||||
2-Year U.S. Treasury Note Future | 47 | 4/1/2025 | 9,687,141 | 13,452 | |||||||||||
5-Year U.S. Treasury Note Future | 75 | 4/1/2025 | 8,070,117 | 26,370 | |||||||||||
U.S. Treasury Long Bond Future | 27 | 3/21/2025 | 3,226,500 | 28,641 | |||||||||||
Total Treasury Futures | 26,320,758 | 104,570 | |||||||||||||
Total Futures Contracts | $ | 37,690,713 | $ | 204,191 |
The average monthly notional value of futures contracts during the six months ended November 30, 2024 was $38,115,450.
See accompanying notes to financial statements.
3
WAVELENGTH FUND
STATEMENT OF ASSETS AND LIABILITIES
November 30, 2024 (Unaudited)
ASSETS | ||||
Investments in securities: | ||||
At cost | $ | 82,525,867 | ||
At value* (Note 2) | $ | 83,725,201 | ||
Margin deposits for futures contracts (Note 2) | 2,720,475 | |||
Variation margin receivable (Notes 2 and 5) | 122,873 | |||
Receivable for capital shares sold | 2,981 | |||
Receivable for investment securities sold | 470,712 | |||
Dividends and interest receivable | 22,183 | |||
Other assets | 24,512 | |||
Total assets | 87,088,937 | |||
LIABILITIES | ||||
Variation margin payable (Notes 2 and 5) | 777 | |||
Payable for return of collateral received for securities on loan | 15,282,832 | |||
Payable for capital shares redeemed | 14,727 | |||
Payable for investment securities purchased | 200,017 | |||
Payable to Adviser (Note 4) | 38,178 | |||
Payable to administrator (Note 4) | 7,674 | |||
Other accrued expenses | 9,651 | |||
Total liabilities | 15,553,856 | |||
CONTINGENCIES AND COMMITMENTS (NOTE 8) | — | |||
NET ASSETS | $ | 71,535,081 | ||
NET ASSETS CONSIST OF: | ||||
Paid-in capital | $ | 90,831,187 | ||
Accumulated deficit | (19,296,106 | ) | ||
NET ASSETS | $ | 71,535,081 | ||
Shares of beneficial interest outstanding | ||||
(unlimited number of shares authorized, no par value) | 7,235,756 | |||
Net asset value, offering price and redemption price per share (Note 2) | $ | 9.89 | ||
* Includes value of securities on loan (Note 6) | $ | 15,008,266 |
See accompanying notes to financial statements.
4
WAVELENGTH FUND
STATEMENT OF OPERATIONS
For the Six Months Ended November 30, 2024 (Unaudited)
INVESTMENT INCOME | ||||
Dividends | $ | 1,859,528 | ||
Securities lending income (Note 6) | 25,944 | |||
Interest | 12,428 | |||
Total investment income | 1,897,900 | |||
EXPENSES | ||||
Management fees (Note 4) | 330,892 | |||
Administration fees (Note 4) | 40,365 | |||
Fund accounting fees (Note 4) | 21,897 | |||
Registration and filing fees | 15,027 | |||
Legal fees | 13,194 | |||
Networking fees | 12,134 | |||
Trustees’ fees and expenses (Note 4) | 10,981 | |||
Transfer agent fees (Note 4) | 10,969 | |||
Audit and tax services fees | 9,534 | |||
Custody and bank service fees | 7,272 | |||
Compliance fees (Note 4) | 6,000 | |||
Postage and supplies | 5,723 | |||
Shareholder reporting expense | 5,455 | |||
Insurance expense | 1,639 | |||
Other expenses | 5,548 | |||
Total expenses | 496,630 | |||
Less fee reductions by the Adviser (Note 4) | (114,290 | ) | ||
Less fee waivers by the administrator (Note 4) | (37,500 | ) | ||
Net expenses | 344,840 | |||
NET INVESTMENT INCOME | 1,553,060 | |||
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS AND FUTURES CONTRACTS | ||||
Net realized gains from: | ||||
Investments | 50,080 | |||
Futures contracts (Note 5) | 1,432,844 | |||
Net change in unrealized appreciation (depreciation) on: | ||||
Investments | 1,534,192 | |||
Futures contracts (Note 5) | (17,306 | ) | ||
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS AND FUTURES CONTRACTS | 2,999,810 | |||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 4,552,870 |
See accompanying notes to financial statements.
5
WAVELENGTH FUND
STATEMENTS OF CHANGES IN NET ASSETS
Six
Months Ended November 30, 2024 (Unaudited) |
|
|
Year
Ended May 31, 2024 |
|||||
FROM OPERATIONS | ||||||||
Net investment income | $ | 1,553,060 | $ | 4,039,865 | ||||
Net realized gains (losses) from: | ||||||||
Investments | 50,080 | (6,793,418 | ) | |||||
Futures contracts (Note 5) | 1,432,844 | (560,286 | ) | |||||
Long-term capital gain distributions from regulated investment companies | — | 1,100 | ||||||
Net change in unrealized appreciation (depreciation) on: | ||||||||
Investments | 1,534,192 | 7,619,356 | ||||||
Futures contracts (Note 5) | (17,306 | ) | 254,723 | |||||
Net increase in net assets resulting from operations | 4,552,870 | 4,561,340 | ||||||
DISTRIBUTIONS TO SHAREHOLDERS (Note 2) | (1,590,770 | ) | (4,255,450 | ) | ||||
CAPITAL SHARE TRANSACTIONS | ||||||||
Proceeds from shares sold | 9,323,395 | 19,129,955 | ||||||
Net asset value of shares issued in reinvestment of distributions to shareholders | 1,154,075 | 2,738,282 | ||||||
Payments for shares redeemed | (10,717,239 | ) | (62,948,733 | ) | ||||
Net decrease in net assets from capital share transactions | (239,769 | ) | (41,080,496 | ) | ||||
TOTAL INCREASE (DECREASE) IN NET ASSETS | 2,722,331 | (40,774,606 | ) | |||||
NET ASSETS | ||||||||
Beginning of period | 68,812,750 | 109,587,356 | ||||||
End of period | $ | 71,535,081 | $ | 68,812,750 | ||||
CAPITAL SHARE ACTIVITY | ||||||||
Shares sold | 955,152 | 2,032,900 | ||||||
Shares issued in reinvestment of distributions to shareholders | 119,099 | 293,521 | ||||||
Shares redeemed | (1,102,135 | ) | (6,761,722 | ) | ||||
Net decrease in shares outstanding | (27,884 | ) | (4,435,301 | ) | ||||
Shares outstanding at beginning of period | 7,263,640 | 11,698,941 | ||||||
Shares outstanding at end of period | 7,235,756 | 7,263,640 |
See accompanying notes to financial statements.
6
WAVELENGTH FUND
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout Each Period
| ||||||||||||||||||||||||
Six
Months Ended November 30, 2024 (Unaudited) |
Year Ended May 31, 2024 |
Year Ended May 31, 2023 |
Year Ended May 31, 2022 |
Year Ended May 31, 2021 |
Year Ended May 31, 2020 |
|||||||||||||||||||
Net asset value at beginning of period | $ | 9.47 | $ | 9.37 | $ | 9.98 | $ | 10.99 | $ | 10.35 | $ | 10.26 | ||||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||||||
Net investment income (a) | 0.22 | 0.45 | 0.41 | 0.19 | 0.11 | 0.22 | ||||||||||||||||||
Net realized and unrealized gains (losses) on investments and futures contracts | 0.42 | 0.09 | (0.63 | ) | (0.88 | ) | 0.75 | 0.38 | ||||||||||||||||
Total from investment operations | 0.64 | 0.54 | (0.22 | ) | (0.69 | ) | 0.86 | 0.60 | ||||||||||||||||
Less distributions from: | ||||||||||||||||||||||||
Net investment income | (0.22 | ) | (0.44 | ) | (0.39 | ) | (0.16 | ) | (0.10 | ) | (0.23 | ) | ||||||||||||
Net realized gains | — | — | — | (0.16 | ) | (0.12 | ) | (0.28 | ) | |||||||||||||||
Total distributions | (0.22 | ) | (0.44 | ) | (0.39 | ) | (0.32 | ) | (0.22 | ) | (0.51 | ) | ||||||||||||
Net asset value at end of period | $ | 9.89 | $ | 9.47 | $ | 9.37 | $ | 9.98 | $ | 10.99 | $ | 10.35 | ||||||||||||
Total return (b) | 6.86 | %(c) | 5.95 | % | (2.12 | %)(d) | (6.53 | %) | 8.39 | % | 5.92 | % | ||||||||||||
Net assets at end of period (000’s) | $ | 71,535 | $ | 68,813 | $ | 109,587 | $ | 159,985 | $ | 155,862 | $ | 81,773 | ||||||||||||
Ratios/supplementary data: | ||||||||||||||||||||||||
Ratio of total expenses to average net assets (e) | 1.43 | %(f) | 1.37 | % | 1.30 | % | 1.22 | % | 1.25 | % | 1.34 | % | ||||||||||||
Ratio of net expenses to average net assets (e)(g) | 0.99 | %(f)(h) | 0.99 | %(h) | 0.99 | %(i) | 0.99 | % | 0.99 | % | 0.99 | % | ||||||||||||
Ratio of net investment income to average net assets (a)(e)(g) | 4.46 | %(f)(h) | 4.68 | %(h) | 3.88 | %(i) | 1.72 | % | 1.02 | % | 2.07 | % | ||||||||||||
Portfolio turnover rate | 29 | %(c) | 49 | % | 44 | % | 18 | % | 12 | % | 52 | % |
(a) | Recognition of net investment income by the Fund is affected by the timing of the declarations of dividends by the underlying investment companies in which the Fund invests. | |
(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 shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Adviser and/or administrator had not reduced fees and/or reimbursed expenses (Note 4). | |
(c) | Not annualized. | |
(d) | During the year ended May 31, 2023, the Adviser voluntarily refunded to the Fund all management fees paid in the amount of $289,118 for changes concerning the corporate ownership structure of the Adviser for the period from May 14, 2021 until August 12, 2021, which otherwise would have reduced the total return by 0.21%. | |
(e) | The ratios of expenses and net investment income to average net as-sets do not reflect the Fund’s proportionate share of expenses of the underlying investment companies in which the Fund invests. | |
(f) | Annualized. | |
(g) | Ratio was determined after management fee reductions and/or expense reimbursements and/or administrator waivers. | |
(h) | Ratio excludes the voluntary waiver from Ultimus in the amounts of $37,500 for the period ended November 30, 2024 and $75,000 for the year ended May 31, 2024. The net expenses and net investment income to average new assets would have remained the same without the waiver since the Adviser would have reduced additional management fees. | |
(i) | Ratio excludes the voluntary refund from the Adviser in the amount of $289,118, otherwise the net expenses and the net investment income to average net assets would have been 0.76% and 4.11%, respectively. |
See accompanying notes to financial statements.
7
WAVELENGTH FUND
NOTES TO FINANCIAL STATEMENTS
November 30, 2024 (Unaudited)
1. Organization
Wavelength 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 Fund is a “fund of funds”, in that the Fund will generally invest in other investment companies.
The investment objective of the Fund is to seek total return.
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”).
Securities and futures 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. Exchange-traded funds (“ETFs”) are valued at the security’s last sale price on the security’s primary exchange, if available, otherwise at the exchange’s most recently quoted mean price. Investments representing shares of money market funds and other open-end investment companies, except for ETFs, are valued at their net asset value (“NAV”) as reported by such companies. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. The Fund values its exchange-traded futures contracts at their last sale price as of the close of regular trading on the NYSE. Prices for these futures contracts are monitored daily by Wavelength Capital Management, LLC (the “Adviser”), as the Fund’s valuation designee, until the close of regular trading to determine if fair valuation is required.
When using a quoted price and when the market for the security is considered active, a 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 determined by the Adviser, in accordance with procedures adopted by the Trust’s Board of Trustees (the “Board”) pursuant to the 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.
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.
8
WAVELENGTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
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 other financial instruments and the inputs used to value the investments and other financial instruments as of November 30, 2024:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Investments in Securities | ||||||||||||||||
Exchange-Traded Funds | $ | 63,451,248 | $ | — | $ | — | $ | 63,451,248 | ||||||||
Money Market Funds | 4,991,121 | — | — | 4,991,121 | ||||||||||||
Collateral for Securities Loaned | 15,282,832 | — | — | 15,282,832 | ||||||||||||
Total | $ | 83,725,201 | $ | — | $ | — | $ | 83,725,201 | ||||||||
Other Financial Instruments | ||||||||||||||||
Futures Contracts | $ | 204,191 | $ | — | $ | — | $ | 204,191 | ||||||||
Total | $ | 204,191 | $ | — | $ | — | $ | 204,191 | ||||||||
The Fund did not have 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 November 30, 2024. Other Financial Instruments are future contracts which are valued at the unrealized appreciation (depreciation) as of November 30, 2024.
Cash account – The Fund’s cash is held in a bank account with balances which, at times, may exceed United States federally insured limits by the Federal Deposit Insurance Corporation (“FDIC”). Cash held with a broker, if any, is not FDIC insured. 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.
Investment income – Dividend income is recorded on the ex-dividend date. Interest income, if any, is accrued as earned. Non-cash dividends included in dividend income, if any, are recorded at the fair value of the security received.
9
WAVELENGTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
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 on a quarterly basis and any net realized capital gains at least annually. 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 during the periods ended November 30, 2024 and May 31, 2024 was as follows:
Period Ended |
|
Ordinary Income |
|
|
Tax-Exempt Distributions |
|
|
Long-Term Capital Gains |
|
|
Total Distributions |
| ||||
11/30/2024 | $ | 1,590,770 | $ | — | $ | — | $ | 1,590,770 | ||||||||
5/31/2024 | $ | 4,106,382 | $ | 149,068 | $ | — | $ | 4,255,450 |
Futures contracts – The Fund uses futures contracts to gain exposure to or to hedge against changes in the value of equities, real estate, interest rates or commodities. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. When the Fund purchases or sells a futures contract, no price is paid to or received by the Fund. Instead, the Fund is required to deposit in a segregated asset account an amount of cash or qualifying securities currently ranging from 2% to 10% of the contract amount. This is called the “initial margin deposit.” Subsequent payments, known as “variation margin,” are made or received by the Fund each day, depending on the daily fluctuations in the fair value of the underlying asset. The Fund recognizes an unrealized gain or loss equal to the daily variation margin. If market conditions move unexpectedly, the Fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. The margin deposits for futures contracts and the variation receivable/payable are reported on the Statement of Assets and Liabilities.
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.
10
WAVELENGTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
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 amounts 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 May 31, 2024:
Tax cost of investments | $ | 84,680,602 | ||
Gross unrealized appreciation | $ | 462,607 | ||
Gross unrealized depreciation | (4,762,216 | ) | ||
Net unrealized depreciation | (4,299,609 | ) | ||
Undistributed ordinary income | 542,240 | |||
Accumulated capital and other losses | (18,500,837 | ) | ||
Total accumulated deficit | $ | (22,258,206 | ) | |
As of May 31, 2024, the Fund had short-term capital loss carryforwards and long-term capital loss carryforwards (“CLCF”) of $3,321,378 and $15,179,459, respectively, for federal income tax purposes. These CLCFs, 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 November 30, 2024 is as follows:
Tax cost of investments | $ | 86,364,502 | ||
Gross unrealized appreciation | $ | 1,046,377 | ||
Gross unrealized depreciation | (3,685,678 | ) | ||
Net unrealized depreciation | (2,639,301 | ) | ||
The value of the federal income tax cost of investments may temporarily differ from the financial statement cost. This book/tax difference is due to the recognition of capital gains or losses under income tax regulations and GAAP, primarily the tax deferral of losses on wash sales, the tax treatment of realized and unrealized gains and losses on futures contracts and adjustments to basis on publicly traded partnerships.
The Fund recognizes the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” to be 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 expense on the Statement of Operations. During the six months ended November 30, 2024, the Fund did not incur any interest or penalties.
11
WAVELENGTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
3. Investment Transactions
During the six months ended November 30, 2024, cost of purchases and proceeds from sales of investment securities, other than short-term investments, were $18,101,317 and $18,297,284, respectively.
4. Transactions with Related Parties
INVESTMENT ADVISORY AGREEMENT
The Fund’s investments are managed by the Adviser pursuant to the terms of an Advisory Agreement. Under the 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 its average daily net assets.
Pursuant to a new Expense Limitation Agreement between the Fund and the Adviser (the “ELA”), the Adviser has agreed, until October 1, 2025, to reduce its management fees and reimburse other expenses to limit total annual operating expenses (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividends expenses on securities sold short; 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 the Fund’s average daily net assets.
Accordingly, under the ELA, the Adviser, reduced its management fees in the amount of $114,290 during the six months ended November 30, 2024.
Under the terms of the ELA, management fee reductions and expense reimbursements by the Adviser are subject to recoupment by the Adviser for a period of three years after such fees and expenses were incurred, provided that the recoupments do not cause total annual operating expenses of the Fund 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 November 30, 2024, the Adviser may seek recoupment of management fee reductions and expense reimbursements in the amount of $952,623 no later than the dates as stated below:
May 31, 2025 | May 31, 2026 | May 31, 2027 | November 30, 2027 | Total | ||||
$208,595 | $382,131 | $247,607 | $114,290 | $952,623 |
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. During the six months ended November 30, 2024, Ultimus voluntarily waived fees in the amount of $37,500. These voluntary waivers are not subject to recoupment by Ultimus.
12
WAVELENGTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
Under the terms of a Consulting Agreement with the Trust, Northern Lights Compliance Services, LLC (“NLCS”) provides an Anti-Money Laundering Officer and Chief Compliance 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 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 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 meeting fees, plus reimbursement for travel and other meeting-related expenses.
PRINCIPAL HOLDERS OF FUND SHARES
As of November 30, 2024, the following shareholders owned of record 25% or more of the outstanding shares of the Fund:
Name of Record Owners | % Ownership |
National Financial Services, LLC (for the benefit of its customers) | 40% |
Charles Schwab & Co., Inc. (for the benefit of its customers) | 31% |
A shareholder owning of record or beneficially 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. Derivatives Transactions
The Fund’s positions in derivative instruments as of November 30, 2024 are recorded in the following location on the Statement of Assets and Liabilities:
Derivative Investment Type | Location | |
Futures contracts | Variation margin receivable (payable) |
13
WAVELENGTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
The following table sets forth the values of variation margin of the Fund as of November 30, 2024:
Variation Margin | ||||||||||||
Type of Derivative and Risk | Receivable | (Payable) | Total | |||||||||
Asset Derivatives | ||||||||||||
Futures contracts | ||||||||||||
Commodity | $ | 16,200 | $ | — | $ | 16,200 | ||||||
Index | 55,988 | (777 | ) | 55,211 | ||||||||
Treasury | 50,685 | — | 50,685 | |||||||||
Total | $ | 122,873 | $ | (777 | ) | $ | 122,096 | |||||
The Fund’s transactions in derivative instruments during the six months ended November 30, 2024 are recorded in the following locations on the Statement of Operations:
Derivative Investment Type | Location | |
Futures contracts | Net realized gains (losses) from futures contracts | |
Net change in unrealized appreciation (depreciation) on futures contracts |
The following is a summary of the Fund’s net realized losses and net change in unrealized appreciation (depreciation) on derivative instruments recognized on the Statement of Operations during the six months ended November 30, 2024:
Type of Derivative and Risk | Net Realized Gains (Losses) |
Net
Change in Unrealized Appreciation (Depreciation) |
||||||
Futures contracts | ||||||||
Commodity | $ | 325,258 | $ | 32,926 | ||||
Index | 734,292 | (41,645 | ) | |||||
Treasury | 373,294 | (8,587 | ) | |||||
Total | $ | 1,432,844 | $ | (17,306 | ) | |||
In the ordinary course of business, the Fund may enter into transactions subject to enforceable netting agreements or other similar arrangements (“netting agreements”). Generally, the right to offset in netting agreements allows the Fund to offset any exposure to a specific counterparty with any collateral received or delivered to that counterparty based on the terms of the agreements. Generally, the Fund manages its cash collateral securities and securities collateral on a counterparty basis.
14
WAVELENGTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
As of November 30, 2024, the offsetting of financial assets and derivative assets is as follows:
Description | Gross Amounts Offset on |
Gross
Amounts of Recognized Liabilities not Offset on Statement of Assets and Liabilities |
Derivatives Available for Offset |
Net
Amounts Presented on Statement of Assets and Liabilities |
Collateral Pledged |
Net Amount | ||||||||||||||||||
Variation margin receivable - futures contracts | $ | 122,873 | $ | — | $ | (777 | ) | $ | 122,096 | $ | — | $ | 122,096 | |||||||||||
Variation margin payable - futures contracts | — | (777 | ) | 777 | — | — | — | |||||||||||||||||
Total subject to a master netting or similar arrangement | $ | 122,873 | $ | (777 | ) | $ | — | $ | 122,096 | $ | — | $ | 122,096 | |||||||||||
6. Securities Lending
Under the terms of the Securities Lending Agreement (the “SLA”) with U.S. Bank National Association (“U.S. Bank”), U.S. Bank is authorized to loan securities on behalf of the Fund to approved borrowers. The contractual maturity of securities lending transactions is on an overnight and continuous basis. In exchange, the Fund receives cash collateral in the amount of at least 102% of the value of the securities loaned. Any collateral shortfalls due to changes in security market prices are adjusted the next business day. The cash collateral is invested in a short-term investment instrument as noted on the Fund’s Schedule of Investments. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. The SLA provides that after predetermined rebates to borrowers, the Fund retains a portion of its net securities lending income and pays U.S. Bank the remaining portion. The Fund manages credit exposure arising from these lending transactions by, in appropriate circumstances, entering into an SLA with U.S. Bank that provides the Fund, in the event of default (such as bankruptcy or borrower’s failure to pay or perform), the right to net rights and obligations under such agreements and liquidate and set off collateral against the net amount owed to the Fund. The Fund’s collateral was invested in a money market fund. As of November 30, 2024, the fair value of securities on loan and the collateral held were $15,008,266 and $15,282,832, respectively.
15
WAVELENGTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
7. Certain Investments and Risks
The securities in which the Fund invests, as well as the risks associated with these securities, are described in the Fund’s prospectus. Among these risks are those associated with investments in shares of ETFs. ETFs issue their shares to authorized participants in return for a specific basket of securities. The authorized participants then sell the ETF’s shares on the secondary market. In other words, ETF shares are traded on a securities exchange based on their market value. Investments in ETFs are subject to the risk that the ETF’s shares may trade at a premium (creating the risk that the Fund pays more than NAV for an ETF when making a purchase) or discount (creating the risk that the Fund receives less than NAV when selling an ETF) to the ETF’s NAV. Investments in ETFs are also subject to index-tracking risk because the total return generated by the securities will be reduced by transaction costs and expenses not incurred by the indices. Certain securities comprising the index tracked by an ETF may, from time to time, temporarily be unavailable, which may further impede the ETF’s ability to track its applicable index or match the index’s performance. To the extent that the Fund invests in an ETF, the Fund incurs additional expenses because the Fund bears its pro-rata portion of such ETF’s advisory fees and operational expenses. Finally, ETF shares are also subject to the risks applicable to the underlying basket of securities. As of November 30, 2024, the Fund had 88.7% of the value of its net assets invested in ETFs.
8. 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.
9. 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 except for the following:
On December 30, 2024, the Fund paid an ordinary income dividend of $x.xxxx per share to the shareholders of record on December 29, 2024.
16
WAVELENGTH 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 1-866-896-9292, or on the Security and Exchange Commission (the “SEC”) 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 1-866-896-9292, 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 1-866-896-9292. Furthermore, you may obtain a copy of the filings on the SEC’s website at www.sec.gov and the Fund’s website at www.wavelengthfunds.com/fund-resources.
17
WAVELENGTH 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 Wavelength Fund’s (the “Fund”) Investment Advisory Agreement with Wavelength Capital Management, LLC (the “Adviser” or “Wavelength”) for an additional one-year term (the “Advisory Agreement”). The Board approved the continuance of the Advisory Agreement at a meeting held on October 21, 23 and 24-25, 2024, at which all of the Trustees were present (the “Meeting”).
Prior to the Meeting, Wavelength 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 Wavelength, (2) the investment performance of the Fund, (3) the costs of the services provided and profits realized by Wavelength from Wavelength’s relationship with the Fund, (4) the financial condition of Wavelength, (5) the fall out benefits derived by Wavelength and its affiliates from their relationships 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 Wavelength’s services also took into consideration their knowledge gained through presentations and reports from Wavelength 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 Wavelength, including the professional experience and qualifications of senior personnel. In evaluating the quality of services provided by Wavelength, the Board took into account its familiarity with Wavelength’s management through Board meetings, discussions and reports during the preceding year. The Board also took into account Wavelength’s compliance policies and procedures based on discussion with Wavelength and the Trust’s Chief Compliance Officer. The quality of administrative and other services, including Wavelength’s role in coordinating the activities of the Funds’ other service providers, was also considered. They also considered Wavelength’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 Wavelength including, without limitation, Wavelength’s provision of a continuous investment program for the Fund. The Board considered the qualifications and experience of Wavelength’s portfolio management which were responsible for the day-to-day management of the Fund. The Board also considered Wavelength’s succession planning for the portfolio managers of the Fund.
The Board discussed the information presented by Wavelength regarding an ownership change at Wavelength in connection with the departure of F/M Managers Group (formerly Diffractive Managers Group) (“F/M”) and return of F/M’s interests to the firm. Wavelength
18
WAVELENGTH FUND
DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Continued)
indicated that it had retained counsel and determined that the ownership change was not a change of control or an assignment. Wavelength agreed to provide additional information about the change and written advice received from counsel supporting this conclusion to the Trustees by December 8, 2024. The Board further discussed Wavelength’s marketing efforts and goals.
The Board concluded that it was satisfied with the nature, extent and quality of services provided to the Fund by Wavelength under the Advisory Agreement.
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 Wavelength’s assertion that there were no accounts Wavelength 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 Wavelength’s commitment to limit the Fund’s expenses under the Wavelength expense limitation agreement (“ELA”) until at least October 1, 2025. The Board noted that the 0.95% advisory fee for the Fund was higher than the median 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 at the median for the other funds in the Fund’s custom peer group. The Board took into consideration Wavelength’s assertion that its systematic investment approach and process 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 July 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- and five-year periods and was comparable to the peer group median for the three-year period, ranking in the second quartile for all 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 Wavelength 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 Wavelength’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.
19
WAVELENGTH FUND
DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Continued)
Financial Condition of the Adviser and Adviser Profitability
Additionally, the Board took into consideration the financial condition and profitability of Wavelength and its affiliates and the direct and indirect benefits derived by Wavelength and its affiliates from the Fund. The information considered by the Board included operating profit margin information for the Fund as well as Wavelength’s business as a whole. The Board considered Wavelength’s commitment to contractually limit the Fund’s net operating expenses. The Board reviewed the profitability of Wavelength’s relationship with the Fund both before and after-tax expenses. With respect to the Fund, the Board recognized that Wavelength 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 it assumes as investment adviser. Based upon its review, the Board concluded that Wavelength’s level of profitability, if any, from its relationship with the Fund was reasonable and not excessive. The Board also considered whether Wavelength 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 discussed the direct and indirect benefits derived by Wavelength from its relationship with the Fund. The Board also noted that Wavelength derives benefits to its reputation and other benefits from its relationship with the Fund.
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) Wavelength demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (b) Wavelength 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 Wavelength 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.
20
(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. |
filed under Item 7 as 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 | February 6, 2025 | |||
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | ||||
By (Signature and Title)* | /s/ Todd E. Heim | |||
Todd E. Heim, President and Principal Executive Officer | ||||
Date | February 6, 2025 | |||
By (Signature and Title)* | /s/ Daniel D. Bauer | |||
Daniel D. Bauer, Treasurer and Principal Financial Officer | ||||
Date | February 6, 2025 |
* | Print the name and title of each signing officer under his or her signature. |