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)  
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Adler Value Fund 

Institutional Class (ADLVX)

Semi-Annual Shareholder Report - November 30, 2024

Image

Fund Overview

This semi-annual shareholder report contains important information about Adler Value Fund for the period of June 1, 2024 to November 30, 2024. You can find additional information about the Fund at www.adlervaluefund.com/fund-literature. You can also request this information by contacting us at (800) 408-4682.

 

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

(based on a hypothetical $10,000 investment)

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

How did the Fund perform during the reporting period? 

For the six months ended 11/30/2024 (the “Period"), the Adler Value Fund (the “Fund”) had a total return of 12.13%. The S&P 500 Index had a total return of 15.07%, the S&P 500 Value Index had a total return of 13.14% and the S&P 1000 Value Index had a total return of 17.20%.

 

The Fund’s holdings in the Life Insurance sector (Aflac, Inc.(AFL), Equitable Holdings, Inc.(EQH) and Jackson Financial, Inc. - Class A (JXN)), as a group, were solid performers in the Period but gave up some of their gains, as a group, late in the Period. This development contributed to the Fund’s underperformance relative to its benchmarks.

 

As a Fund holding begins to realize its catalysts and the price rises, a stock may exhibit more trading volatility. JXN is the largest Fund holding and is a case in point. JXN had a total return of 52.33% from the beginning of the Period to 11/6/24, it had a total return of -11.56% from 11/11/2024 to the end of the Period, and it had a total return of 34.18% for the Period. Overall, a number of Fund holdings are in various stages of realizing the catalysts identified by the Adviser.

 

Current U.S. macroeconomic trends involving inflation, unemployment, GDP growth, and interest rates have an influence on the Fund. Some Fund holdings operate in economically sensitive sectors and/or are financially oriented companies affected by changes in the expected and actual level of interest rates. The market can and does rotate between a focus on a company’s specific characteristics and the impact of potential and actual changes in these macroeconomic factors and did so during the Period.

How has the Fund performed since inception? 

Total Return Based on $10,000 Investment

Chart showing performance over last 10 years or since inception
Adler Value Fund - Institutional Class
S&P 500® Index
S&P 500® Value Index
S&P 1000® Value Index
Aug-2018
$10,000
$10,000
$10,000
$9,997
Nov-2018
$10,080
$9,772
$9,867
$9,302
Nov-2019
$10,975
$11,347
$11,427
$10,010
Nov-2020
$12,401
$13,327
$11,540
$9,976
Nov-2021
$15,113
$17,048
$13,936
$13,234
Nov-2022
$14,835
$15,478
$14,715
$13,548
Nov-2023
$13,822
$17,620
$16,376
$13,270
Nov-2024
$17,702
$23,592
$20,821
$17,468

Average Annual Total Returns 

1 Year
5 Years
Since Inception (August 16, 2018)
Adler Value Fund - Institutional Class
28.07%
10.03%
9.50%
S&P 500® Index
33.89%
15.77%
14.62%
S&P 500® Value Index
27.14%
12.75%
12.37%
S&P 1000® Value Index
31.55%
11.78%
9.27%

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

Fund Statistics 

  • Net Assets$4,111,423
  • Number of Portfolio Holdings33
  • Advisory Fee (net of waivers)$0
  • Portfolio Turnover2%

Asset Weighting (% of total investments)

Group By Asset Type Chart
Value
Value
Common Stocks
76.9%
Money Market Funds
19.5%
Preferred Stocks
2.4%
Purchased Options
1.2%

What did the Fund invest in? 

Sector Weighting (% of net assets)

Group By Sector Chart
Value
Value
Other Assets in Excess of Liabilities
0.4%
Communications
1.1%
Purchased Options
1.3%
Technology
2.1%
Consumer Staples
3.3%
Utilities
5.3%
Consumer Discretionary
6.6%
Materials
7.7%
Health Care
12.1%
Money Market Funds
19.4%
Financials
40.7%

Top 10 Holdings (% of net assets)

Holding Name
% of Net Assets
Jackson Financial, Inc. - Class A
13.4%
Aflac, Inc.
6.9%
Equitable Holdings, Inc.
5.6%
Charles Schwab Corporation (The)
5.4%
PG&E Corporation
5.3%
Cigna Group (The)
5.0%
Viatris, Inc.
4.0%
Berry Global Group, Inc.
3.9%
Citigroup, Inc.
3.8%
Coupang, Inc.
3.4%

Material Fund Changes

No material changes occurred during the period ended November 30, 2024

Image

Adler Value Fund - Institutional Class (ADLVX)

Semi-Annual Shareholder Report - November 30, 2024

Where can I find additional information about the Fund? 

Additional information is available on the Fund's website (www.adlervaluefund.com/fund-literature), including its:

 

  • Prospectus

  • Financial information

  • Holdings

  • Proxy voting information

TSR-SAR 113024-ADLVX

Evolutionary Tree Innovators Fund 

I Class Shares (INVNX)

Semi-Annual Shareholder Report - November 30, 2024

Image

Fund Overview

This semi-annual shareholder report contains important information about Evolutionary Tree Innovators Fund (the "Fund") for the period of June 1, 2024 to November 30, 2024. You can find additional information about the Fund at www.mutualfund.evolutionarytree.com/resources-materials. You can also request this information by contacting us at (833) 517-1010.

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

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
I Class Shares
$55
0.97%

How did the Fund perform during the reporting period? 

  The Innovators Fund delivered positive investment results for the first half of the fiscal year, and significantly ahead of the benchmark. The positive performance was driven partly by a gradual broadening-out of the equity markets. Recall that earlier in the year the markets were narrow, with the “Magnificent 7” primarily generating returns. The big change is that the Mag7 are taking a pause, and investors are rotating funds down the market cap spectrum to non-Mag7 large-caps, mid-caps, and small-caps. Given the Fund owns companies across the market-cap spectrum, the Fund is now benefiting from this broadening dynamic in the equity markets.

 

  Markets have also re-connected with fundamentals, which are healthy in the portfolio. While “macro” (e.g. inflation, rates, geopolitics) was largely in control of markets over the past few years, we are witnessing a shift where fundamentals are increasingly driving returns. We see this show up when strong business fundamentals at the company level—revenue and earnings growth—drive returns at the individual stock level. We see this happening, despite the day-to-day volatility driven by macro.

 

  Additionally, broad-based innovations, especially AI and its partner cloud computing, are real and shifting to the next phases of opportunity, from AI hardware toward software & services. While we missed NVIDIA Corporation, we stuck with the technology platforms that met our criteria, including a number of software and cloud computing platforms. Investors are now questioning the sustainability of the AI hardware capex trade, and rotating funds to the next phases of AI opportunity. We believe this includes the infrastructure services companies and a number of software/cloud platforms, which we own in the Fund. This rotation has benefited the Fund’s performance.

 

 

How has the Fund performed since inception? 

Total Return Based on $10,000 Investment

Chart showing performance over last 10 years or since inception
Evolutionary Tree Innovators Fund - I Class Shares
S&P 500® Index
Sep-2020
$10,000
$10,000
Nov-2020
$12,440
$10,695
Nov-2021
$13,235
$13,681
Nov-2022
$6,657
$12,421
Nov-2023
$8,363
$14,140
Nov-2024
$11,470
$18,932

Average Annual Total Returns 

1 Year
Since Inception (September 9, 2020)
Evolutionary Tree Innovators Fund - I Class Shares
37.15%
3.30%
S&P 500® Index
33.89%
16.31%

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

Fund Statistics 

  • Net Assets$34,002,268
  • Number of Portfolio Holdings30
  • Advisory Fee (net of waivers)$0
  • Portfolio Turnover16%

Asset Weighting (% of total investments)

Group By Asset Type Chart
Value
Value
Common Stocks
98.3%
Money Market Funds
1.7%

What did the Fund invest in? 

Sector Weighting (% of net assets)

Group By Sector Chart
Value
Value
Other Assets in Excess of Liabilities
0.1%
Money Market Funds
1.7%
Financials
4.2%
Communications
9.4%
Industrials
9.7%
Health Care
20.4%
Consumer Discretionary
25.3%
Technology
29.2%

Top 10 Holdings (% of net assets)

Holding Name
% of Net Assets
Amazon.com, Inc.
8.7%
Microsoft Corporation
7.1%
ServiceNow, Inc.
6.3%
Axon Enterprise, Inc.
6.2%
PROCEPT BioRobotics Corporation
5.4%
Shopify, Inc. - Class A
4.4%
Meta Platforms, Inc. - Class A
4.0%
Netflix, Inc.
3.8%
Ascendis Pharma A/S - ADR
3.8%
MercadoLibre, Inc.
3.7%

Material Fund Changes

No material changes occurred during the period ended November 30, 2024

Image

Evolutionary Tree Innovators Fund - I Class Shares (INVNX)

Semi-Annual Shareholder Report - November 30, 2024

Where can I find additional information about the Fund? 

Additional information is available on the Fund's website (www.mutualfund.evolutionarytree.com/resources-materials), including its:

 

  • Prospectus

  • Financial information

  • Holdings

  • Proxy voting information

TSR-SAR 113024-INVNX

Evolutionary Tree Innovators Fund 

A Class Shares (INVTX)

Semi-Annual Shareholder Report - November 30, 2024

Image

Fund Overview

This semi-annual shareholder report contains important information about Evolutionary Tree Innovators Fund (the "Fund") for the period of June 1, 2024 to November 30, 2024. You can find additional information about the Fund at www.mutualfund.evolutionarytree.com/resources-materials. You can also request this information by contacting us at (833) 517-1010.

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

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
A Class Shares
$69
1.22%

How did the Fund perform during the reporting period? 

  The Innovators Fund delivered positive investment results for the first half of the fiscal year, and significantly ahead of the benchmark. The positive performance was driven partly by a gradual broadening-out of the equity markets. Recall that earlier in the year the markets were narrow, with the “Magnificent 7” primarily generating returns. The big change is that the Mag7 are taking a pause, and investors are rotating funds down the market cap spectrum to non-Mag7 large-caps, mid-caps, and small-caps. Given the Fund owns companies across the market-cap spectrum, the Fund is now benefiting from this broadening dynamic in the equity markets.

 

  Markets have also re-connected with fundamentals, which are healthy in the portfolio. While “macro” (e.g. inflation, rates, geopolitics) was largely in control of markets over the past few years, we are witnessing a shift where fundamentals are increasingly driving returns. We see this show up when strong business fundamentals at the company level—revenue and earnings growth—drive returns at the individual stock level. We see this happening, despite the day-to-day volatility driven by macro.

 

  Additionally, broad-based innovations, especially AI and its partner cloud computing, are real and shifting to the next phases of opportunity, from AI hardware toward software & services. While we missed NVIDIA Corporation, we stuck with the technology platforms that met our criteria, including a number of software and cloud computing platforms. Investors are now questioning the sustainability of the AI hardware capex trade, and rotating funds to the next phases of AI opportunity. We believe this includes the infrastructure services companies and a number of software/cloud platforms, which we own in the Fund. This rotation has benefited the Fund’s performance.

 

 

How has the Fund performed since inception? 

Total Return Based on $10,000 Investment*

Chart showing performance over last 10 years or since inception
Evolutionary Tree Innovators Fund - A Class Shares
S&P 500® Index
Feb-2022
$9,427
$10,000
Nov-2022
$6,651
$9,447
Nov-2023
$8,333
$10,754
Nov-2024
$11,404
$14,399

Average Annual Total Returns 

1 Year
Since Inception (February 28, 2022)
Evolutionary Tree Innovators Fund - A Class Shares
Without Load
36.84%
7.16%
With Load*
28.94%
4.89%
S&P 500® Index
33.89%
14.16%

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

* Reflects the maximum sales charge applicable to A Class Shares. 

Fund Statistics 

  • Net Assets$34,002,268
  • Number of Portfolio Holdings30
  • Advisory Fee (net of waivers)$0
  • Portfolio Turnover16%

Asset Weighting (% of total investments)

Group By Asset Type Chart
Value
Value
Common Stocks
98.3%
Money Market Funds
1.7%

What did the Fund invest in? 

Sector Weighting (% of net assets)

Group By Sector Chart
Value
Value
Other Assets in Excess of Liabilities
0.1%
Money Market Funds
1.7%
Financials
4.2%
Communications
9.4%
Industrials
9.7%
Health Care
20.4%
Consumer Discretionary
25.3%
Technology
29.2%

Top 10 Holdings (% of net assets)

Holding Name
% of Net Assets
Amazon.com, Inc.
8.7%
Microsoft Corporation
7.1%
ServiceNow, Inc.
6.3%
Axon Enterprise, Inc.
6.2%
PROCEPT BioRobotics Corporation
5.4%
Shopify, Inc. - Class A
4.4%
Meta Platforms, Inc. - Class A
4.0%
Netflix, Inc.
3.8%
Ascendis Pharma A/S - ADR
3.8%
MercadoLibre, Inc.
3.7%

Material Fund Changes

No material changes occurred during the period ended November 30, 2024

Image

Evolutionary Tree Innovators Fund - A Class Shares (INVTX)

Semi-Annual Shareholder Report - November 30, 2024

Where can I find additional information about the Fund? 

Additional information is available on the Fund's website (www.mutualfund.evolutionarytree.com/resources-materials), including its:

 

  • Prospectus

  • Financial information

  • Holdings

  • Proxy voting information

TSR-SAR 113024-INVTX

Kempner Multi-Cap Deep Value Fund 

Institutional Class (FIKDX)

Semi-Annual Shareholder Report - November 30, 2024

Fund Overview

This semi-annual shareholder report contains important information about Kempner Multi-Cap Deep Value Fund (the "Fund") for the period of June 1, 2024 to November 30, 2024. You can find additional information about the Fund at www.kempnercapital.com. You can also request this information by contacting us at (800) 665-9778.

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

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Institutional Class
$49
0.95%

How did the Fund perform during the reporting period? 

Fund performance was held back by several semiconductor holdings that have been leading performance year-to-date but performed relatively poorly this period. Nevertheless, the banks and other interest rate sensitive stocks with large dividends such as telecom stocks AT&T, Inc. and Deutsche Telekom AG ADR kept the quarter respectable against the benchmarks during the quarter. 

How has the Fund performed over the last ten years? 

Total Return Based on $500,000 Investment

Chart showing performance over last 10 years or since inception
Kempner Multi-Cap Deep Value Fund - Institutional Class
MSCI World Index
S&P 500® Value Index
Nov-2014
$500,000
$500,000
$500,000
Nov-2015
$461,699
$496,377
$495,281
Nov-2016
$503,193
$512,026
$557,510
Nov-2017
$570,876
$633,155
$648,645
Nov-2018
$591,897
$634,024
$663,313
Nov-2019
$637,495
$726,154
$768,215
Nov-2020
$630,692
$831,589
$775,783
Nov-2021
$780,211
$1,012,685
$936,862
Nov-2022
$773,215
$902,735
$989,188
Nov-2023
$785,361
$1,019,940
$1,100,896
Nov-2024
$1,021,579
$1,303,771
$1,399,669

Average Annual Total Returns 

1 Year
5 Years
10 Years
Kempner Multi-Cap Deep Value Fund - Institutional Class
30.08%
9.89%
7.41%
MSCI World Index
27.83%
12.42%
10.06%
S&P 500® Value Index
27.14%
12.75%
10.84%

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

Fund Statistics 

  • Net Assets$98,104,391
  • Number of Portfolio Holdings39
  • Advisory Fee $278,629
  • Portfolio Turnover16%

Asset Weighting (% of total investments)

Group By Asset Type Chart
Value
Value
Common Stocks
82.7%
Money Market Funds
17.3%

What did the Fund invest in? 

Sector Weighting (% of net assets)

Group By Sector Chart
Value
Value
Other Assets in Excess of Liabilities
0.2%
Utilities
1.8%
Consumer Staples
2.7%
Consumer Discretionary
2.7%
Real Estate
3.0%
Industrials
3.5%
Communications
5.1%
Materials
7.0%
Energy
10.0%
Technology
12.1%
Health Care
16.1%
Money Market Funds
17.3%
Financials
18.5%

Top 10 Holdings (% of net assets)

Holding Name
% of Net Assets
Micron Technology, Inc.
4.4%
Taiwan Semiconductor Manufacturing Company Ltd. - ADR
4.0%
Walt Disney Company (The)
3.4%
Bank of America Corporation
3.4%
CONMED Corporation
3.3%
Equitable Holdings, Inc.
3.1%
Bristol-Myers Squibb Company
3.0%
Citigroup, Inc.
3.0%
Exxon Mobil Corporation
2.9%
eBay, Inc.
2.7%

Material Fund Changes

No material changes occurred during the period ended November 30, 2024

Kempner Multi-Cap Deep Value Fund - Institutional Class (FIKDX)

Semi-Annual Shareholder Report - November 30, 2024

Where can I find additional information about the Fund? 

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

 

  • Financial information

  • Holdings

  • Proxy voting information

TSR-SAR 113024-FIKDX

Kempner Multi-Cap Deep Value Fund 

Investor Class (FAKDX)

Semi-Annual Shareholder Report - November 30, 2024

Fund Overview

This semi-annual shareholder report contains important information about Kempner Multi-Cap Deep Value Fund (the "Fund") for the period of June 1, 2024 to November 30, 2024. You can find additional information about the Fund at www.kempnercapital.com. You can also request this information by contacting us at (800) 665-9778.

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

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Investor Class
$62
1.20%

How did the Fund perform during the reporting period? 

Fund performance was held back by several semiconductor holdings that have been leading performance year-to-date but performed relatively poorly this period. Nevertheless, the banks and other interest rate sensitive stocks with large dividends such as telecom stocks AT&T, Inc. and Deutsche Telekom AG ADR kept the quarter respectable against the benchmarks during the quarter. 

How has the Fund performed over the last ten years? 

Total Return Based on $10,000 Investment

Chart showing performance over last 10 years or since inception
Kempner Multi-Cap Deep Value Fund - Investor Class
MSCI World Index
S&P 500® Value Index
Nov-2014
$10,000
$10,000
$10,000
Nov-2015
$9,205
$9,928
$9,906
Nov-2016
$10,020
$10,241
$11,150
Nov-2017
$11,326
$12,663
$12,973
Nov-2018
$11,713
$12,680
$13,266
Nov-2019
$12,597
$14,523
$15,364
Nov-2020
$12,429
$16,632
$15,516
Nov-2021
$15,328
$20,254
$18,737
Nov-2022
$15,176
$18,055
$19,784
Nov-2023
$15,362
$20,399
$22,018
Nov-2024
$19,940
$26,075
$27,993

Average Annual Total Returns 

1 Year
5 Years
10 Years
Kempner Multi-Cap Deep Value Fund - Investor Class
29.80%
9.62%
7.14%
MSCI World Index
27.83%
12.42%
10.06%
S&P 500® Value Index
27.14%
12.75%
10.84%

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

Fund Statistics 

  • Net Assets$98,104,391
  • Number of Portfolio Holdings39
  • Advisory Fee $278,629
  • Portfolio Turnover16%

Asset Weighting (% of total investments)

Group By Asset Type Chart
Value
Value
Common Stocks
82.7%
Money Market Funds
17.3%

What did the Fund invest in? 

Sector Weighting (% of net assets)

Group By Sector Chart
Value
Value
Other Assets in Excess of Liabilities
0.2%
Utilities
1.8%
Consumer Staples
2.7%
Consumer Discretionary
2.7%
Real Estate
3.0%
Industrials
3.5%
Communications
5.1%
Materials
7.0%
Energy
10.0%
Technology
12.1%
Health Care
16.1%
Money Market Funds
17.3%
Financials
18.5%

Top 10 Holdings (% of net assets)

Holding Name
% of Net Assets
Micron Technology, Inc.
4.4%
Taiwan Semiconductor Manufacturing Company Ltd. - ADR
4.0%
Walt Disney Company (The)
3.4%
Bank of America Corporation
3.4%
CONMED Corporation
3.3%
Equitable Holdings, Inc.
3.1%
Bristol-Myers Squibb Company
3.0%
Citigroup, Inc.
3.0%
Exxon Mobil Corporation
2.9%
eBay, Inc.
2.7%

Material Fund Changes

No material changes occurred during the period ended November 30, 2024

Kempner Multi-Cap Deep Value Fund - Investor Class (FAKDX)

Semi-Annual Shareholder Report - November 30, 2024

Where can I find additional information about the Fund? 

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

 

  • Financial information

  • Holdings

  • Proxy voting information

TSR-SAR 113024-FAKDX

Wavelength Fund 

(WAVLX)

Semi-Annual Shareholder Report - November 30, 2024

Image

Fund Overview

The Wavelength Fund seeks to generate attractive total returns in fixed income markets using a systematic, factor-based approach that applies to quantitative tools to process fundamental market and economic information.

 

This semi-annual shareholder report contains important information about Wavelength Fund (the "Fund") for the period of June 1, 2024 to November 30, 2024. You can find additional information about the Fund at www.wavelengthfunds.com/fund-resources. You can also request this information by contacting us at (866) 896-9292.

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

(based on a hypothetical $10,000 investment)

Fund Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Wavelength Fund
$51
0.99%

How did the Fund perform during the reporting period? 

During the six months ended November 30, 2024, the Fund generated positive results and outperformed the Bloomberg U.S. Aggregate Bond Index. With the Federal Reserve's policy reversal and a range of geopolitical shifts underway, the Fund managed rising risks effectively through its balance to economic outcomes and profited from opportunities across the U.S. yield curve, inflation linked bonds, and agency mortgages, as well as corporate credit and emerging market debt. The Fund's use of its current investment strategies did not cause performance to materially deviate from expectations given market uncertainty and the factors driving performance.

How has the Fund performed over the last ten years? 

Over the last ten years, the Fund has generated positive results and outperformed the Bloomberg US Aggregate Bond Index. While volatility has increased in markets over the period, the Fund has targeted a similar level of volatility as the Bloomberg US Aggregate Bond Index and generated a differentiated return for investors over the economic cycle.

Total Return Based on $10,000 Investment

Chart showing performance over last 10 years or since inception
Wavelength Fund
Bloomberg U.S. Aggregate Bond Index
S&P/BGCantor 0-3 Month U.S. Treasury Bill Index
Nov-2014
$10,000
$10,000
$10,000
Nov-2015
$9,519
$10,097
$10,001
Nov-2016
$9,980
$10,316
$10,025
Nov-2017
$10,598
$10,648
$10,101
Nov-2018
$10,578
$10,505
$10,277
Nov-2019
$11,737
$11,639
$10,509
Nov-2020
$12,646
$12,486
$10,581
Nov-2021
$12,952
$12,342
$10,586
Nov-2022
$11,680
$10,758
$10,710
Nov-2023
$12,005
$10,884
$11,248
Nov-2024
$13,334
$11,633
$11,856

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

Average Annual Total Returns 

1 Year
5 Years
10 Years
Wavelength Fund
11.06%
2.58%
2.92%
Bloomberg U.S. Aggregate Bond Index
6.88%
-0.01%
1.52%
S&P/BGCantor 0-3 Month U.S. Treasury Bill Index
5.40%
2.44%
1.72%

Fund Statistics 

  • Net Assets$71,535,081
  • Number of Portfolio Holdings30
  • Advisory Fee (net of waivers)$216,602
  • Portfolio Turnover29%

Past performance does not guarantee future results. Call (866) 896-9292 or visit www.wavelengthfunds.com/fund-resources for current month-end performance.

Asset Weighting (% of total investments)

Asset Group Chart
Value
Value
Collateral for Securities Loaned
12.6%
Commodities Futures
2.2%
Exchange-Traded Funds
52.3%
Index Futures
7.1%
Money Market Funds
4.1%
Treasury Futures
21.7%

What did the Fund invest in? 

The Fund invested in a wide range of markets using predominantly exchange-traded funds and futures instruments.

Top 10 Holdings (% of net assets)

Holding Name
% of Net Assets
Invesco Senior Loan ETF
13.1%
Vanguard Mortgage-Backed Securities ETF
10.5%
SPDR Bloomberg Short Term High Yield Bond ETF
9.3%
iShares Broad USD High Yield Corporate Bond ETF
8.9%
VanEck Emerging Markets High Yield Bond ETF
7.4%
Vanguard Short-Term Inflation-Protected Securities ETF
7.0%
iShares TIPS Bond ETF
5.9%
iShares National Muni Bond ETF
4.5%
Vanguard Emerging Markets Government Bond ETF
3.6%
iShares Preferred & Income Securities ETF
3.5%

Material Fund Changes

No material changes occurred during the period ended November 30, 2024

Change In Or Disagreement With Accountants

During the period ended November 30, 2024, there were no changes in or disagreements with accountants.

Householding 

If you wish to receive a copy of this document at a new address, contact (866) 896-9292.

Where can I find additional information about the Fund? 

An image of a QR code that, when scanned, navigates the user to the following URL: http://www.wavelengthfunds.com/

Additional information is available on the Fund's website (www.wavelengthfunds.com/fund-resources), including its:

 

  • Prospectus

  • Financial information

  • Holdings

  • Proxy voting information

Available at the following firms:

 

Wavelength Fund (WAVLX)

Semi-Annual Shareholder Report - November 30, 2024

TSR-SAR 113024-WAVLX

Image

 

 

 

(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
of Recognized
Assets not

Offset on
Statement of
Assets and
Liabilities

    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.