UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number 811-22680  

 

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

 

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

 

Karen Jacoppo-Wood

 

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

 

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

 

Date of fiscal year end: February 29  
     
Date of reporting period: February 29, 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)

 

 

 

 

 

(LOGO) 

 

 

 

 

 

 

Blueprint Adaptive

Growth Allocation Fund

Institutional Class: (BLUIX)

 

 

 

 

 

 

Annual Report

 

February 29, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
LETTER TO SHAREHOLDERS March 24, 2024

 

Dear Shareholders,

 

The Blueprint Adaptive Growth Allocation Fund (the “Fund”) closed its fiscal year as of February 29, 2024, producing a return for the previous twelve months of 21.07% versus the prospectus benchmark Morningstar Global Allocation Index return of 14.75% (the “Index”). The recent outperformance was driven primarily by overweight positions in growth and technology equities, particularly those benefiting from the Artificial Intelligence (AI) boom. The Fund strategy’s trend techniques also allowed it to minimize exposure to weaker segments such as emerging markets. For the trailing three years, the Fund has outperformed the Index by 1.81%.

 

The new fiscal year has begun with U.S. equities again leading. New all-time highs have been reached in the S&P 500 Index and levels continue to hold above 5,000. Volatility remains low and economic reports continue to back up the soft landing scenario with respect to the pace of economic growth that was desired for so long during the 2022 bear market. Global equity markets are also positive but continue to lag domestic indexes.

 

Fixed income is currently trading sideways (not trending one way or another) after retracing a bit of 2023’s end of year rally. Recent comments from the Federal Reserve indicate no change in the plan to begin rate cuts in 2024. Bond prices, however, appear to be less convinced. Either way, our goal for the Fund is that its trend investment strategy will adapt appropriately.

 

Market conditions appear receptive to a continued rally in stocks, for now. The Fund remains overweight U.S. equities and technology stocks specifically in the hopes that it will continue to benefit from market trends for as long as they persist.

 

Thank you for your continued confidence and support of the Blueprint Adaptive Growth Allocation Fund.

 

Best, 

 

(SIGNATURE)   (SIGNATURE)
   
Jon Robinson Brandon Langley

 

Blueprint Fund Management, LLC

www.blueprintmutualfunds.com

1

 

Past performance is not predictive of future performance. Investment results and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Performance data current to the most recent month-end are available by calling 1-866-983-4525.

 

An investor should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. The Fund’s prospectus contains this and other important information. To obtain a copy of the Fund’s prospectus please visit the Fund’s website at www.blueprintmutualfunds.com or call 1-866-983-4525 and a copy will be sent to you free of charge. Please read the prospectus carefully before you invest. The Fund is distributed by Ultimus Fund Distributors, LLC.

 

The Letter to Shareholders seeks to describe some of the Adviser’s current opinions and views of the financial markets. Although the Adviser believes it has a reasonable basis for any opinions or views expressed, actual results may differ, sometimes significantly so, from those expected or expressed. The securities held by the Fund that are discussed in the Letter to Shareholders were held during the period covered by this Report. They do not comprise the entire investment portfolio of the Fund, may be sold at any time, and may no longer be held by the Fund. For a complete list of securities held by the Fund as of February 29, 2024, please see the Schedule of Investments section of the semi-annual report. The opinions of the Fund’s adviser with respect to those securities may change at any time.

 

Statements in the Letter to Shareholders that reflect projections or expectations for future financial or economic performance of the Fund and the market in general and statements of the Fund’s plans and objectives for future operations are forward-looking statements. No assurance can be given that actual results or events will not differ materially from those projected, estimated, assumed, or anticipated in any such forward- looking statements. Important factors that could result in such differences, in addition to factors noted with such forward-looking statements include, without limitation, general economic conditions, such as inflation, recession, and interest rates. 

2

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
PORTFOLIO INFORMATION
February 29, 2024 (Unaudited)

 

Comparison of the Change in Value of a $10,000 Investment in
Blueprint Adaptive Growth Allocation Fund - Institutional Class (since inception on
3/31/2020) versus the Morningstar Global Allocation Index

 

(LINE GRAPH) 

 

 

   
  Average Annual Total Returns (a)
  (for the periods ended February 29, 2024)
               
            Since  
            Inception  
    1 Year   3 Year   (3/31/2020)  
  Blueprint Adaptive Growth Allocation Fund - Institutional Class 21.07%   3.91%   8.07%  
  Morningstar Global Allocation Index (b) 14.75%   2.10%   9.02%  
               

 

(a)The Fund’s total returns do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

(b)The Morningstar Global Allocation Index measures the performance of a multi-asset class portfolio of global equities, global bonds and cash. This portfolio is held in a static allocation that is appropriate for investors who seek average exposure to global equity market risk and returns.

3

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
PORTFOLIO INFORMATION
February 29, 2024 (Unaudited)

 

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

4

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
PORTFOLIO INFORMATION
February 29, 2024 (Unaudited)

 

Sector Diversification (% of Net Assets)

 

(BAR CHART) 

 

Top 10 Equity Holdings
  % of
  Net Assets
Microsoft Corporation 6.7%
Alphabet, Inc. - Class A & C 3.6%
Amazon.com, Inc. 3.3%
Apple, Inc. 3.2%
NVIDIA Corporation 2.8%
iShares MSCI India ETF 2.1%
iShares Gold Trust 2.0%
Meta Platforms, Inc. - Class A 1.8%
iShares MSCI South Korea ETF 1.6%
Berkshire Hathaway, Inc. - Class B 1.6%

5

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS
February 29, 2024
COMMON STOCKS — 86.6%  Shares   Value 
Communications — 9.3%          
Cable & Satellite — 0.2%          
Comcast Corporation - Class A   6,898   $295,579 
           
Entertainment Content — 0.4%          
Walt Disney Company (The)   5,312    592,713 
           
Internet Media & Services — 6.7%          
Alphabet, Inc. - Class A (a)   20,080    2,780,277 
Alphabet, Inc. - Class C (a)   16,934    2,367,035 
Booking Holdings, Inc. (a)   101    350,352 
Meta Platforms, Inc. - Class A   5,327    2,610,922 
Netflix, Inc. (a)   1,341    808,516 
Shopify, Inc. - Class A (a)   8,828    674,194 
         9,591,296 
Publishing & Broadcasting — 0.1%          
TKO Group Holdings, Inc.   1,287    107,760 
           
Telecommunications — 1.9%          
AT&T, Inc.   24,730    418,679 
Deutsche Telekom AG - ADR   27,781    659,521 
SoftBank Group Corporation - ADR   28,582    846,599 
T-Mobile US, Inc.   1,444    235,805 
Verizon Communications, Inc.   13,034    521,621 
         2,682,225 
Consumer Discretionary — 9.2%          
Apparel & Textile Products — 1.2%          
Deckers Outdoor Corporation (a)   874    782,746 
Kering S.A. - ADR   7,090    326,423 
LVMH Moet Hennessy Louis Vuitton SE - ADR   3,614    661,290 
         1,770,459 
Automotive — 1.1%          
General Motors Company   4,143    169,780 
Mercedes-Benz Group AG - ADR   34,080    678,192 
Toyota Motor Corporation - ADR   3,132    753,403 
         1,601,375 
E-Commerce Discretionary — 3.3%          
Amazon.com, Inc. (a)   26,462    4,677,423 
           
Home & Office Products — 0.2%          
Tempur Sealy International, Inc.   4,635    252,468 

6

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 86.6% (Continued)  Shares   Value 
Consumer Discretionary — 9.2% (Continued)          
Home Construction — 1.0%          
Century Communities, Inc.   820   $70,758 
Griffon Corporation   998    71,257 
KB Home   2,177    144,618 
M/I Homes, Inc. (a)   1,366    173,468 
MDC Holdings, Inc.   1,771    111,042 
Meritage Homes Corporation   1,309    206,377 
Taylor Morrison Home Corporation (a)   3,235    183,133 
Toll Brothers, Inc.   3,115    357,104 
Tri Pointe Homes, Inc. (a)   3,590    127,014 
         1,444,771 
Leisure Facilities & Services — 0.8%          
Madison Square Garden Sports Corporation (a)   515    96,918 
McDonald’s Corporation   2,455    717,547 
Shake Shack, Inc. - Class A (a)   679    72,191 
Texas Roadhouse, Inc.   1,204    179,842 
         1,066,498 
Retail - Discretionary — 1.6%          
Abercrombie & Fitch Company - Class A (a)   1,767    225,752 
Academy Sports & Outdoors, Inc.   1,517    113,350 
Dick’s Sporting Goods, Inc.   1,406    250,113 
GMS, Inc. (a)   908    81,094 
Group 1 Automotive, Inc.   208    56,295 
Home Depot, Inc. (The)   2,900    1,103,769 
Lowe’s Companies, Inc.   1,749    420,932 
Urban Outfitters, Inc. (a)   1,470    61,079 
         2,312,384 
Consumer Staples — 6.1%          
Beverages — 1.4%          
Anheuser-Busch InBev S.A./N.V. - ADR   10,560    637,507 
Celsius Holdings, Inc. (a)   2,260    184,461 
Coca-Cola Company (The)   13,105    786,562 
Diageo plc - ADR   2,152    324,522 
         1,933,052 
Food — 0.5%          
BellRing Brands, Inc. (a)   3,213    182,981 
Ingredion, Inc.   1,445    169,975 
Lancaster Colony Corporation   551    114,013 
Mondelez International, Inc. - Class A   4,100    299,587 
         766,556 

7

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 86.6% (Continued)  Shares   Value 
Consumer Staples — 6.1% (Continued)          
Household Products — 1.8%          
Colgate-Palmolive Company   2,568   $222,183 
Coty, Inc. - Class A (a)   9,416    118,265 
Inter Parfums, Inc.   647    94,928 
L’Oreal S.A. - ADR   6,789    649,843 
Procter & Gamble Company (The)   7,402    1,176,474 
Unilever plc - ADR   6,793    332,653 
         2,594,346 
Retail - Consumer Staples — 2.2%          
Casey’s General Stores, Inc.   732    222,887 
Costco Wholesale Corporation   1,305    970,776 
Five Below, Inc. (a)   1,493    299,615 
Sprouts Farmers Market, Inc. (a)   1,821    113,703 
Target Corporation   1,402    214,394 
Walmart, Inc.   21,387    1,253,492 
         3,074,867 
Wholesale - Consumer Staples — 0.2%          
US Foods Holding Corporation (a)   4,567    231,958 
           
Energy — 1.6%          
Oil & Gas Producers — 1.3%          
Chevron Corporation   3,008    457,246 
Exxon Mobil Corporation   6,801    710,840 
Par Pacific Holdings, Inc. (a)   1,846    66,678 
Shell plc - ADR   5,022    315,532 
TotalEnergies SE - ADR   4,851    310,804 
         1,861,100 
Oil & Gas Services & Equipment — 0.2%          
Archrock, Inc.   3,888    71,034 
ChampionX Corporation   2,648    82,247 
Helix Energy Solutions Group, Inc. (a)   7,681    69,129 
Oceaneering International, Inc. (a)   3,893    76,925 
         299,335 
Renewable Energy — 0.1%          
EnerSys   613    56,323 

8

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 86.6% (Continued)  Shares   Value 
Financials — 10.3%          
Asset Management — 1.0%          
BlackRock, Inc.   467   $378,896 
Brookfield Corporation   15,412    636,053 
Charles Schwab Corporation (The)   5,095    340,244 
         1,355,193 
Banking — 4.4%          
Bank of America Corporation   22,703    783,708 
Bank of Nova Scotia (The)   6,821    330,614 
Citigroup, Inc.   6,225    345,425 
Commonwealth Bank of Australia - ADR   8,104    614,283 
HSBC Holdings plc - ADR   8,582    336,243 
JPMorgan Chase & Company   9,153    1,703,007 
Mitsubishi UFJ Financial Group, Inc. - ADR   66,924    687,309 
Royal Bank of Canada   6,436    624,807 
US Bancorp   5,365    225,115 
Wells Fargo & Company   10,413    578,859 
         6,229,370 
Institutional Financial Services — 0.9%          
Bank of New York Mellon Corporation (The)   2,769    155,313 
Evercore, Inc. - Class A   681    127,402 
Goldman Sachs Group, Inc. (The)   1,008    392,162 
Interactive Brokers Group, Inc. - Class A   2,597    282,346 
Morgan Stanley   4,095    352,334 
         1,309,557 
Insurance — 3.6%          
Allianz SE - ADR   24,737    676,804 
American International Group, Inc.   2,085    151,976 
Berkshire Hathaway, Inc. - Class B (a)   5,531    2,264,391 
CNO Financial Group, Inc.   2,597    69,314 
Genworth Financial, Inc. - Class A (a)   12,987    79,870 
Kinsale Capital Group, Inc.   476    245,702 
MetLife, Inc.   2,006    139,899 
NMI Holdings, Inc. - Class A (a)   2,342    70,447 
Old Republic International Corporation   5,728    165,883 
Primerica, Inc.   1,285    315,159 
Radian Group, Inc.   3,472    101,174 
RenaissanceRe Holdings Ltd.   1,081    243,030 
RLI Corporation   749    109,691 
Selective Insurance Group, Inc.   1,606    167,795 
Unum Group   5,075    250,959 
         5,052,094 

9

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 86.6% (Continued)  Shares   Value 
Financials — 10.3% (Continued)          
Specialty Finance — 0.4%          
American Express Company   1,644   $360,726 
Capital One Financial Corporation   1,318    181,370 
FirstCash Holdings, Inc.   835    95,608 
         637,704 
Health Care — 7.5%          
Biotech & Pharma — 4.7%          
AbbVie, Inc.   5,151    906,833 
Amgen, Inc.   1,942    531,778 
CSL Ltd. - ADR   7,114    660,535 
Eli Lilly & Company   2,206    1,662,618 
Johnson & Johnson   4,136    667,468 
Merck & Company, Inc.   7,741    984,268 
Novartis AG - ADR   5,986    604,406 
Novo Nordisk A/S - ADR   5,700    682,689 
         6,700,595 
Health Care Facilities & Services — 1.1%          
CVS Health Corporation   4,729    351,696 
Encompass Health Corporation   2,025    150,660 
Ensign Group, Inc. (The)   1,119    139,785 
RadNet, Inc. (a)   1,809    68,489 
UnitedHealth Group, Inc.   1,648    813,453 
         1,524,083 
Medical Equipment & Devices — 1.7%          
Abbott Laboratories   5,131    608,742 
Danaher Corporation   1,924    487,041 
Glaukos Corporation (a)   1,073    95,057 
Medtronic plc   4,467    372,369 
Merit Medical Systems, Inc. (a)   1,379    105,080 
Thermo Fisher Scientific, Inc.   1,225    698,471 
         2,366,760 
Industrials — 9.7%          
Aerospace & Defense — 1.1%          
Airbus SE - ADR   15,473    639,499 
Curtiss-Wright Corporation   957    226,110 
General Dynamics Corporation   915    250,024 
Moog, Inc. - Class A   558    83,672 
RTX Corporation   4,603    412,751 
         1,612,056 

10

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 86.6% (Continued)  Shares   Value 
Industrials — 9.7% (Continued)          
Commercial Support Services — 0.7%          
Clean Harbors, Inc. (a)   1,631   $297,005 
Recruit Holdings Company Ltd. - ADR   83,870    675,154 
         972,159 
Diversified Industrials — 1.4%          
Emerson Electric Company   1,585    169,357 
General Electric Company   3,108    487,614 
Honeywell International, Inc.   2,310    459,067 
ITT, Inc.   1,664    209,897 
Siemens AG - ADR   6,572    649,708 
         1,975,643 
Electrical Equipment — 1.4%          
AAON, Inc.   2,101    176,442 
Advanced Energy Industries, Inc.   561    56,773 
Badger Meter, Inc.   1,057    167,735 
Lennox International, Inc.   855    402,885 
nVent Electric plc   4,188    281,936 
Schneider Electric SE - ADR   15,735    715,313 
SPX Technologies, Inc. (a)   971    113,791 
Watts Water Technologies, Inc. - Class A   626    127,673 
         2,042,548 
Engineering & Construction — 0.8%          
AECOM   3,418    303,621 
Arcosa, Inc.   1,352    112,216 
EMCOR Group, Inc.   1,903    596,629 
Installed Building Products, Inc.   466    111,341 
MYR Group, Inc. (a)   414    67,258 
         1,191,065 
Industrial Intermediate Products — 0.2%          
EnPro, Inc.   621    96,764 
Standex International Corporation   331    57,263 
Timken Company (The)   1,494    125,481 
         279,508 
Industrial Support Services — 0.3%          
Applied Industrial Technologies, Inc.   784    148,874 
MSC Industrial Direct Company, Inc. - Class A   1,108    111,841 
Watsco, Inc.   393    154,889 
         415,604 

11

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 86.6% (Continued)  Shares   Value 
Industrials — 9.7% (Continued)          
Machinery — 1.2%          
Alamo Group, Inc.   343   $69,385 
Caterpillar, Inc.   1,524    508,955 
Crane Company   1,237    150,370 
Crane NXT Company   1,890    110,414 
ESAB Corporation   1,581    156,709 
Federal Signal Corporation   1,811    148,339 
Lincoln Electric Holdings, Inc.   1,591    408,251 
Terex Corporation   1,247    71,515 
         1,623,938 
Transportation & Logistics — 2.6%          
Canadian National Railway Company   4,928    639,112 
Canadian Pacific Kansas City Ltd.   8,061    685,266 
Deutsche Post AG - ADR   14,290    663,770 
FedEx Corporation   490    121,995 
Landstar System, Inc.   854    162,431 
Ryder System, Inc.   868    99,039 
Saia, Inc. (a)   659    379,189 
SkyWest, Inc. (a)   1,126    72,312 
Union Pacific Corporation   1,985    503,575 
XPO, Inc. (a)   2,573    309,583 
         3,636,272 
Materials — 3.5%          
Chemicals — 1.7%          
BASF SE - ADR   51,662    660,240 
Dow, Inc.   2,218    123,942 
Linde plc   3,070    1,377,878 
NewMarket Corporation   218    139,884 
Westlake Corporation   709    98,345 
         2,400,289 
Construction Materials — 0.6%          
Eagle Materials, Inc.   828    209,939 
Owens Corning   2,263    338,952 
Simpson Manufacturing Company, Inc.   1,082    225,792 
         774,683 
Forestry, Paper & Wood Products — 0.1%          
Boise Cascade Company   1,251    170,024 

12

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 86.6% (Continued)  Shares   Value 
Materials — 3.5% (Continued)          
Metals & Mining — 0.5%          
BHP Group Ltd. - ADR   5,767   $330,680 
Rio Tinto plc - ADR   5,125    330,716 
Warrior Met Coal, Inc.   1,853    105,566 
         766,962 
Steel — 0.6%          
ATI, Inc. (a)   4,296    211,277 
Carpenter Technology Corporation   853    55,146 
Commercial Metals Company   2,542    137,268 
Reliance, Inc.   1,553    498,855 
         902,546 
Real Estate — 6.1%          
Real Estate Owners & Developers — 0.0% (b)          
St. Joe Company (The)   1,028    55,378 
           
REITs — 6.1%          
Alexandria Real Estate Equities, Inc.   1,596    199,069 
American Homes 4 Rent - Class A   6,520    241,305 
Boston Properties, Inc.   2,782    180,051 
Digital Realty Trust, Inc.   5,372    788,663 
Equinix, Inc.   1,452    1,290,567 
Essex Property Trust, Inc.   671    155,270 
Extra Space Storage, Inc.   2,474    348,760 
Host Hotels & Resorts, Inc.   12,466    258,545 
Invitation Homes, Inc.   5,797    197,504 
Kimco Realty Corporation   7,141    141,106 
Lamar Advertising Company - Class A   1,648    182,186 
Prologis, Inc.   10,890    1,451,310 
Public Storage   3,229    916,616 
Simon Property Group, Inc.   7,228    1,070,756 
Sun Communities, Inc.   1,408    188,334 
Tanger, Inc.   3,360    96,802 
Welltower, Inc.   10,110    931,738 
         8,638,582 
Technology — 23.1%          
Semiconductors — 6.5%          
Advanced Micro Devices, Inc. (a)   4,273    822,681 
ASML Holding N.V.   839    798,460 
Broadcom, Inc.   1,702    2,213,434 
Intel Corporation   16,155    695,473 

13

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 86.6% (Continued)  Shares   Value 
Technology — 23.1% (Continued)          
Semiconductors — 6.5% (Continued)          
NVIDIA Corporation   5,077   $4,016,516 
QUALCOMM, Inc.   3,284    518,182 
Texas Instruments, Inc.   1,352    226,230 
         9,290,976 
Software — 8.9%          
Adobe, Inc. (a)   804    450,465 
CommVault Systems, Inc. (a)   878    84,033 
DoubleVerify Holdings, Inc. (a)   4,340    134,063 
Dynatrace, Inc. (a)   2,833    140,375 
Microsoft Corporation   22,982    9,506,275 
Oracle Corporation   4,982    556,390 
Progress Software Corporation   1,305    69,635 
Salesforce, Inc. (a)   2,670    824,549 
SAP SE - ADR   3,632    682,344 
SPS Commerce, Inc. (a)   1,115    206,453 
         12,654,582 
Technology Hardware — 4.7%          
Apple, Inc.   25,069    4,531,222 
InterDigital, Inc.   776    83,047 
Nintendo Company Ltd. - ADR   49,875    693,761 
Sanmina Corporation (a)   1,118    70,658 
Sony Group Corporation - ADR   3,882    333,114 
Super Micro Computer, Inc. (a)   1,158    1,002,967 
         6,714,769 
Technology Services — 3.0%          
Accenture plc - Class A   1,900    712,082 
Insight Enterprises, Inc. (a)   1,150    216,200 
International Business Machines Corporation   2,749    508,648 
Mastercard, Inc. - Class A   2,554    1,212,537 
Science Applications International Corporation   1,241    173,690 
Visa, Inc. - Class A   5,038    1,423,940 
         4,247,097 
Utilities — 0.2%          
Electric Utilities — 0.2%          
Enel S.p.A. - ADR   51,864    327,262 
Total Common Stocks (Cost $102,414,375)       $123,079,787 

14

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
EXCHANGE-TRADED FUNDS — 7.6%  Shares   Value 
Global X MSCI Greece ETF   3,850   $154,462 
iShares Gold Trust (a)   71,732    2,772,442 
iShares MSCI Brazil ETF   19,133    631,580 
iShares MSCI India ETF   58,310    2,983,140 
iShares MSCI Mexico ETF   9,442    615,996 
iShares MSCI Philippines ETF   5,590    153,501 
iShares MSCI Qatar ETF   4,604    83,701 
iShares MSCI Saudi Arabia ETF   6,067    269,860 
iShares MSCI South Korea ETF   36,417    2,334,694 
iShares MSCI Taiwan ETF   9,621    445,741 
iShares MSCI Turkey ETF   8,463    317,278 
Total Exchange-Traded Funds (Cost $9,850,485)       $10,762,395 
           
MONEY MARKET FUNDS — 1.5%  Shares   Value 
Federated Government Obligations Fund - Institutional Class, 5.18% (c)(d)   538,561   $538,561 
First American Government Obligations Fund - Class X, 5.23% (c)    1,595,217    1,595,217 
Total Money Market Funds (Cost $2,133,778)       $2,133,778 
           
Investments at Value — 95.7% (Cost $114,398,638)       $135,975,960 
           
Other Assets in Excess of Liabilities — 4.3%        6,134,068 
           
Net Assets — 100.0%       $142,110,028 

 

(a)Non-income producing security.

 

(b)Percentage rounds to less than 0.1%.

 

(c)The rate shown is the 7-day effective yield as of February 29, 2024.

 

(d)Security is held as collateral for options.

 

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

 

See accompanying notes to financial statements.

15

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
STATEMENT OF ASSETS AND LIABILITIES
February 29, 2024
ASSETS     
Investments:     
At cost  $114,398,638 
At value (Note 2)  $135,975,960 
Receivable for capital shares sold   3,011,470 
Receivable for investment securities sold   25,955,710 
Dividends receivable   130,109 
Tax reclaims receivable   20,163 
Other assets   11,250 
Total assets   165,104,662 
      
LIABILITIES     
Due to custodian   38 
Payable for capital shares redeemed   595,197 
Payable for investment securities purchased   22,271,302 
Payable to the Adviser (Note 4)   92,858 
Payable to administrator (Note 4)   17,319 
Other accrued expenses   17,920 
Total liabilities   22,994,634 
      
CONTINGENCIES AND COMMITMENTS (Note 7)    
      
NET ASSETS  $142,110,028 
      
NET ASSETS CONSIST OF:     
Paid-in capital  $127,241,552 
Distributable earnings   14,868,476 
NET ASSETS  $142,110,028 
      
NET ASSET VALUE PER SHARE:     
INSTITUTIONAL CLASS     
Net assets applicable to Institutional Class  $142,110,028 
Institutional Class shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)   10,693,720 
Net asset value, offering price and redemption price per share (Note 2)  $13.29 

 

See accompanying notes to financial statements.

16

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
STATEMENT OF OPERATIONS
For the Year Ended February 29, 2024
INVESTMENT INCOME     
Dividend income (net of foreign withholding taxes of $83,391)  $2,063,961 
      
EXPENSES     
Management fees (Note 4)   1,035,083 
Administration fees (Note 4)   108,039 
Fund accounting fees (Note 4)   50,118 
Registration and filing fees   38,896 
Legal fees   32,613 
Transfer agent fees - Institutional Class (Note 4)   19,479 
Transfer agent fees - Investor Class (Note 4)   9,560 
Trustees’ fees and expenses (Note 4)   19,505 
Custodian and bank service fees   18,719 
Audit and tax services fees   16,915 
Shareholder report expense   14,201 
Compliance service fees (Note 4)   13,132 
Postage and supplies   9,889 
Networking fees   7,267 
Performance fees   5,392 
Distribution fees - Investor Class (Note 4)   3,598 
Insurance expense   3,497 
Federal excise tax   600 
Other expenses   14,283 
Total Expenses   1,420,786 
Fee reductions by the Adviser (Note 4)   (54,720)
Net Expenses   1,366,066 
      
NET INVESTMENT INCOME   697,895 
      
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS AND FOREIGN CURRENCIES     
Net realized gains (losses) from:     
Investment transactions   2,671,326 
Foreign currency transactions   (51)
Long-term capital gain distributions from regulated investment companies   45,026 
Net change in unrealized appreciation (depreciation) on:     
Investments   18,971,762 
Foreign currency translations   61 
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS AND FOREIGN CURRENCIES   21,688,124 
      
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $22,386,019 

 

See accompanying notes to financial statements.

17

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
STATEMENTS OF CHANGES IN NET ASSETS
   Year Ended   Year Ended 
   February 29,   February 28, 
   2024      2023 
FROM OPERATIONS          
Net investment income  $697,895   $676,510 
Net realized gains (losses) from:          
Investment transactions   2,671,326    (7,143,695)
Foreign currency transactions   (51)   (152)
Long-term capital gain distributions from regulated investment companies   45,026     
Net change in unrealized appreciation (depreciation) on:          
Investments   18,971,762    (5,590,208)
Foreign currency translations   61    (61)
Net increase (decrease) in net assets resulting from operations   22,386,019    (12,057,606)
           
FROM DISTRIBUTIONS TO SHAREHOLDERS (Note 2)          
Investor Class       (4,381)
Institutional Class   (820,274)   (506,299)
Decrease in net assets from distributions to shareholders   (820,274)   (510,680)
           
CAPITAL SHARE TRANSACTIONS          
Investor Class          
Proceeds from shares sold   947,539    1,101,743 
Net asset value of shares issued in reinvestment of distributions to shareholders       4,381 
Payments for shares redeemed   (600,561)   (251,761)
Shares exchanged for Institutional Class (Note 1)   (2,071,807)    
Net increase (decrease) in Investor Class net assets from capital share transactions   (1,724,829)   854,363 
           
Institutional Class          
Proceeds from shares sold   52,055,826    58,518,038 
Shares exchanged from Investor Class (Note 1)   2,071,807     
Net asset value of shares issued in reinvestment of distributions to shareholders   819,930    505,883 
Payments for shares redeemed   (28,440,584)   (32,438,634)
Net increase in Institutional Class net assets from capital share transactions   26,506,979    26,585,287 
           
TOTAL INCREASE IN NET ASSETS   46,347,895    14,871,364 
           
NET ASSETS          
Beginning of year   95,762,133    80,890,769 
End of year  $142,110,028   $95,762,133 

 

See accompanying notes to financial statements.

18

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
STATEMENTS OF CHANGES IN NET ASSETS (Continued)
   Year Ended   Year Ended 
   February 29,   February 28, 
   2024      2023 
CAPITAL SHARES ACTIVITY          
Investor Class          
Shares sold   81,625    94,984 
Shares issued in reinvestment of distributions to shareholders       396 
Shares redeemed   51,105    (21,599)
Shares exchanged for Institutional Class (Note 1)   (171,941)    
Net increase (decrease) in shares outstanding   (141,421)   73,781 
Shares outstanding at beginning of year   141,421    67,640 
Shares outstanding at end of year       141,421 
           
Institutional Class          
Shares sold   4,350,957    4,969,005 
Shares issued in connection with exchange of Investor Class shares (Note 1)   170,803     
Shares issued in reinvestment of distributions to shareholders   65,700    45,575 
Shares redeemed   (2,422,336)   (2,769,081)
Net increase in shares outstanding   2,165,124    2,245,499 
Shares outstanding at beginning of year   8,528,596    6,283,097 
Shares outstanding at end of year   10,693,720    8,528,596 

 

See accompanying notes to financial statements.

19

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
INSTITUTIONAL CLASS
FINANCIAL HIGHLIGHTS

 

Per Share Data for a Share Outstanding Throughout Each Period

 

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

 

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

 

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

 

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

 

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

 

(e)Not annualized.

 

(f)Ratio does not include expenses of the investment companies in which the Fund invests.

 

(g)Annualized.

 

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

 

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

 

See accompanying notes to financial statements.

20

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
NOTES TO FINANCIAL STATEMENTS
February 29, 2024

 

1. Organization

 

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

 

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

 

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

 

2. Significant Accounting Policies

 

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

 

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

21

 

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

 

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

 

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

 

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

 

Level 1 – quoted prices in active markets for identical securities

 

Level 2 – other significant observable inputs

 

Level 3 – significant unobservable inputs

 

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

22

 

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

 

The following is a summary of the Fund’s investments and the level of inputs used to value the investments as of February 29, 2024:

 

   Level 1   Level 2   Level 3   Total 
Common Stocks  $123,079,787   $   $   $123,079,787 
Exchange-Traded Funds   10,762,395            10,762,395 
Money Market Funds   2,133,778            2,133,778 
Total  $135,975,960   $   $   $135,975,960 
                     

 

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 year ended February 29, 2024.

 

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

 

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

 

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

 

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

 

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

 

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

23

 

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

 

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

 

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

 

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

 

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

 

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

 

Distributions to shareholders – The Fund distributes to shareholders any net investment income dividends and net realized capital gains on an annual basis. The amount of such dividends and distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. The tax character of distributions paid to shareholders by the Fund during the years ended February 29, 2024 and February 28, 2023, was ordinary income.

 

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 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

24

 

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

 

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

 

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

 

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

 

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

 

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

 

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

25

 

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

 

For the year ended February 29, 2024, the Fund reclassified $600 of distributable earnings against paid-in capital on the Statement of Assets and Liabilities. Such reclassification, the result of permanent differences between the financial statement and income tax reporting requirements, had no effect on the Fund’s net assets or NAV per share.

 

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 all open tax years (generally, three years) and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements. The Fund identifies its major tax jurisdiction as U.S. Federal. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax on the Statement of Operations.

 

3. Investment Transactions

 

During the year ended February 29, 2024, the cost of purchases and proceeds from sales of investment securities, other than short-term investments, amounted to $276,278,863 and $256,317,204, respectively.

 

4. Transactions with Related Parties

 

ADVISORY AND SUB-ADVISORY AGREEMENTS

 

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

 

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

 

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

26

 

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

 

year ended February 29, 2024, the Adviser reduced its management fees in the amount of $54,720 of which $19,200 is related to the Investor Class and is therefore no longer recoverable.

 

Management reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of three years after such fees and expenses were incurred, provided that the repayments do not cause total annual fund operating expenses (exclusive of such reductions and reimbursements) to exceed the lesser of (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. Prior to June 30, 2025, the agreement may not be modified or terminated without the approval of the Board. After June 30, 2025, the ELA may continue from year-to-year provided such continuance is approved by the Board. The ELA may be terminated by the Adviser, or the Board, without approval by the other party, at the end of the then current term upon not less than 90 days’ notice to the other parties as set forth in the ELA. As of February 29, 2024, the Adviser may seek repayment of expense reimbursements no later than the dates below:

 

February 28, 2025  $113,574 
February 28, 2026   88,786 
February 28, 2027   35,520 
Total  $237,880 
      

 

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 to the Trust, as well as related compliance services. Under the terms of the agreement, NLCS receives fees from the Funds. NLCS is a wholly-owned subsidiary of Ultimus.

 

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

 

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

27

 

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

 

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 make payments to securities dealers and other financial organizations (including payments directly to the Adviser and the Distributor) for expenses related to the distribution and servicing of the Fund’s 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 year ended February 29, 2024, Investor Class shares of the Fund incurred $3,598 of distribution fees under the Plan. The Plan was terminated on December 8, 2023.

 

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 February 29, 2024, the following shareholder owned of record 25% or more of the outstanding shares of the Fund:

 

NAME OF RECORD OWNERS  % OWNERSHIP
Charles Schwab & Company, Inc. (for the benefit of its customers)  75%

 

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

 

Realized and unrealized gains and losses associated with transactions in derivative instruments for the Fund during the year ended February 29, 2024 are recorded in the following locations on the Statement of Operations:

 

                Change in 
                Unrealized 
                Appreciation 
Type of Derivative  Risk  Location  Realized Losses   Location  (Depreciation) 
Equity call options purchased  Equity  Net realized gains (losses) on investment transactions  $(609,858)  Net change in unrealized appreciation (depreciation) on investments  $396,511 

28

 

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

 

As of February 29, 2024, the Fund did not hold any derivative securities.

 

6. 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 year ended February 29, 2024, the Fund did not incur any borrowing costs by the custodian.

 

7. Contingencies and Commitments

 

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

 

8. Investment in Other Investment Companies

 

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

 

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.

29

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 

To the Shareholders of Blueprint Adaptive Growth Allocation Fund and Board of Trustees of Ultimus Managers Trust

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Blueprint Adaptive Growth Allocation Fund (the “Fund”), a series of Ultimus Managers Trust, as of February 29, 2024, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the three years in the period then ended and from March 31, 2020 (commencement of operations) through February 28, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of February 29, 2024, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and from March 31, 2020 (commencement of operations) through February 28, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

30

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM (Continued)

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of February 29, 2024, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Fund’s auditor since 2020.

 

(SIGNATURE)

 

COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
April 29, 2024

31

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited)

 

We believe it is important for you to understand the impact of costs on your investment. As a shareholder of the Fund, you incur ongoing costs, including management fees, class-specific expenses (such as distribution fees) and other operating expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

A mutual fund’s ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The expenses in the table below are based on an investment of $1,000 made at the beginning of the most recent period (September 1, 2023) and held until the end of the period (February 29, 2024).

 

The table below illustrates the Fund’s ongoing costs in two ways:

 

Actual fund return – This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from the Fund’s actual return, and the fourth column shows the dollar amount of operating expenses that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.

 

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for the Fund under the heading “Expenses Paid During Period.”

 

Hypothetical 5% return – This section is intended to help you compare the Fund’s ongoing costs with those of other mutual funds. It assumes that the Fund had an annual return of 5% before expenses during the period shown, but that the expense ratio is unchanged. In this case, because the return used is not the Fund’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the U.S. Securities and Exchange Commission (the “SEC”) requires all mutual funds to calculate expenses based on a 5% return. You can assess the Fund’s ongoing costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

 

Note that expenses shown in the table are meant to highlight and help you compare ongoing costs only. The Fund does not charge transaction fees, such as purchase or redemption fees, nor does it carry a “sales load.”

 

The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

32

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited) (Continued)

 

More information about the Fund’s expenses can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to the Fund’s prospectus.

 

   Beginning  Ending      
   Account Value  Account Value     Expenses
   September 1,  February 29,  Net Expense  Paid During
   2023  2024  Ratio(a)  Period(b)
Institutional Class            
Based on Actual Fund Return  $1,000.00  $1,106.50  1.25%  $6.55
Based on Hypothetical 5% Return (before expenses)  $1,000.00  $1,018.64  1.25%  $6.28

 

(a)Annualized, based on the most recent one-half year expenses.

 

(b)Expenses are equal to the annualized net expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

33

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
OTHER INFORMATION (Unaudited)

 

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

 

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

 

FEDERAL TAX INFORMATION (Unaudited)

 

Qualified Dividend Income – The Fund designates 100.00% of its ordinary income dividends, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate.

 

Dividends Received Deduction – Corporate shareholders are generally entitled to take the dividends received deduction on the portion of a Fund’s dividend distribution that qualifies under tax law. For the Fund’s period ended February 29, 2024, 79.44% of ordinary income dividends qualifies for the corporate dividends received deduction.

34

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (Unaudited)

 

The Board has overall responsibility for management of the Trust’s affairs. The Trustees serve during the lifetime of the Trust and until its termination, or until death, resignation, retirement, or removal. The Trustees, in turn, elect the officers of the Fund to actively supervise their day-to-day operations. The officers have been elected for an annual term. Each Trustee’s and officer’s address is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. The following are the Trustees and executive officers of the Fund:

  

Name and
Year of Birth
Length
of Time
Served
Position(s)
held with Trust
Principal
Occupation(s)
During Past 5 Years
Number of
Funds in
the Trust
Overseen By
Trustee
Directorship(s)
of Public
Companies
Held By
Trustee During
Past 5 Years
Independent Trustees:
Janine L. Cohen
Year of Birth: 1952
Since 2016

Chairperson (2019 to present)

 

Trustee (2016 to present)

Retired; previously Chief Financial Officer from 2004 to 2013 and Chief Compliance Officer from 2008 to 2013 at AER Advisors, Inc. 32 n/a
Robert E. Morrison
Year of Birth: 1957
Since 2019 Trustee (2019 to present; and previously 2012 to 2014) Managing Director at Midwest Trust and FCI Advisors (2022 to present); Senior Vice President and National Practice Lead for Investment, Huntington National Bank/Huntington Private Bank (2014 to 2022); CEO, CIO, President of 5 Star Investment Management Company (2006 to 2014) 32 n/a
Clifford N. Schireson
Year of Birth: 1953
Since 2019 Trustee Retired; Founder of Schireson Consulting, LLC (2017 to 2022); Director of Institutional Services for Brandes Investment Partners, LP (2004 to 2017) 32 Trustee of the San Diego City Employees’ Retirement System (2019 to present)

35

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued)

 

Name and
Year of Birth
Length
of Time
Served
Position(s)
held with Trust
Principal
Occupation(s)
During Past 5 Years
Number of
Funds in
the Trust
Overseen By
Trustee
Directorship(s)
of Public
Companies
Held By
Trustee During
Past 5 Years
Independent Trustees (Continued):
Keith T. Shintani
Year of Birth: 1963
Since 2024 Trustee Retired; Senior Vice President of Relationship Management at U.S. Bank Global Fund Services (1998 to 2022) 32 Trustee of the Matrix Advisors Funds Trust (2023 to present)
Jacqueline A.
Williams
Year of Birth: 1954
Since 2019 Trustee Managing Member of Custom Strategy Consulting, LLC (2017 to present); Managing Director of Global Investment Research (2005 to 2017), Cambridge Associates, LLC 32 n/a

36

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued)

 

Name and
Year of Birth
Length
of Time
Served
Position(s)
held with Trust
Principal Occupation(s) During Past 5 Years
Executive Officers:
Todd E. Heim
Year of Birth: 1967

2021 to present

 

2014 to 2021

President

 

Vice President

Senior Vice President, Relationship Management (2023 to present), Vice President, Relationship Management (2018 to 2023), and Assistant Vice President, Client Implementation Manager with Ultimus Fund Solutions, LLC (2014 to 2018)
Shannon Thibeaux-
Burgess
Year of Birth: 1970
2023 to present Vice President Senior Vice President, Relationship Management with Ultimus Fund Solutions, LLC (2022 to present); Head of Regulatory Service with J.P. Morgan Chase & Co. (2020 to 2022); Chief Administrative Officer of State Street Bank (2013 to 2020)
Daniel D. Bauer
Year of Birth: 1977

2024 to present

 

2016 to 2024

Treasurer

 

Assistant Treasurer

Vice President of Fund Accounting (2022 to present), Assistant Vice President of Fund Accounting (2020 to 2022), and AVP, Assistant Mutual Fund Controller (2015 to 2020) of Ultimus Fund Solutions, LLC
Angela A. Simmons
Year of Birth: 1975
2022 to present Assistant Treasurer Vice President of Financial Administration (2022 to present) and Assistant Vice President, Financial Administration (2015 to 2022) of Ultimus Fund Solutions, LLC
Susan J. Bateman
Year of Birth: 1966
2024 to present Assistant Treasurer Assistant Vice President of Financial Administration of Ultimus Fund Solutions, LLC (2023 to present) and Assistant Vice President, Financial Administration of Citi Fund Services, Inc. (2018 to 2023)
Karen Jacoppo-Wood
Year of Birth: 1966
2023 to present Secretary Senior Vice President and Associate General Counsel of Ultimus Fund Solutions, LLC (2022 to present); Managing Director and Managing Counsel (2019 to 2022) and Vice President and Counsel (2014 to 2019) of State Street Bank and Trust Company
Natalie S. Anderson
Year of Birth: 1975
2016 to present Assistant Secretary Legal Administration Manager (2016 to present) and Paralegal (2015 to 2016) of Ultimus Fund Solutions, LLC
Jesse Hallee
Year of Birth: 1976
2023 to present Assistant Secretary Senior Vice President and Associate General Counsel of Ultimus Fund Solutions, LLC (June 2019 to present); Vice President and Managing Counsel, State Street Bank and Trust Company (2013 to 2019)

37

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued)

 

Name and
Year of Birth
Length
of Time
Served
Position(s)
held with Trust
Principal Occupation(s) During Past 5 Years
Executive Officers (Continued):
Gweneth K. Gosselink
Year of Birth: 1955
2020 to present Chief Compliance Officer Assistant Vice President, Compliance Officer at Ultimus Fund Solutions, LLC (2019 to present); CCO Consultant at GKG Consulting, LLC (2019 to 2021); Chief Operating Officer & CCO at Miles Capital, Inc. (2013 to 2019)
Martin Dean
Year of Birth: 1963

2020 to present

 

2019 to 2020

 

2016 to 2017

Assistant Chief Compliance Officer

 

Interim Chief Compliance Officer

 

Assistant Chief Compliance Officer

President of Northern Lights Compliance Services, LLC (February 2023 to present); Senior Vice President, Head of Fund Compliance (2020 to January 2023) and Vice President & Director of Fund Compliance of Ultimus Fund Solutions, LLC (2016 to 2020)

 

Additional information about member of the Board and executive officers is available in the Fund’s Statement of Additional Information (“SAI”). To obtain a free copy of the SAI, please call toll free 1-866-983-4525.

38

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY
AGREEMENT AND SUB-ADVISORY AGREEMENT (Unaudited)

 

The Board of Trustees (the “Board”), including the Independent Trustees voting separately, has reviewed and approved the continuance of the Blueprint Adaptive Growth Allocation Fund’s (the “Fund”) Investment Advisory Agreement with Blueprint Fund Management, LLC (the “Adviser” or “Blueprint Management”) for an additional one-year term (the “Advisory Agreement”) and the Sub-Advisory Agreement between Blueprint Management and Blueprint Investment Partners, LLC (the “Sub-Adviser” or “Blueprint Partners”), on behalf of the Fund, for an additional one-year term (the “Sub-Advisory Agreement”). The Board approved the continuance of the Advisory Agreement and the Sub-Advisory Agreement at a meeting held on January 16-17, 2024, at which all of the Trustees were present (the “Meeting”).

 

Prior to the Meeting, each of the Adviser and Sub-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 and Sub-Advisory Agreement with respect to the Fund. In approving the continuance of the Advisory Agreement and the Sub-Advisory Agreement, the Independent Trustees considered all information they deemed reasonably necessary to evaluate the terms of the Agreements. The principal areas of review by the Independent Trustees were (1) the nature, extent and quality of the services provided by the Adviser and Sub-Adviser, (2) the investment performance of the Fund, (3) the costs of the services provided and profits realized by the Adviser and Sub-Adviser from the Adviser’s and Sub-Adviser’s relationship with the Fund, (4) the financial condition of the Adviser and Sub-Adviser, (5) the fall out benefits derived by the Adviser and Sub-Adviser and their 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 and sub-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 and Sub-Adviser’s services also took into consideration their knowledge gained through presentations and reports from the Adviser and Sub-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 the Adviser and Sub-Adviser, including the professional experience and qualifications of senior personnel. The Board noted the affiliation of the Adviser and the Sub-Adviser and the fact that they shared many of the same personnel and resources. In evaluating the quality of services provided by the Adviser and the Sub-Adviser, the Board took into account its familiarity with the Adviser and Sub-Adviser’s senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account the Adviser and Sub-Adviser’s compliance policies and procedures based on discussion with the Adviser, the Sub-Adviser and the Trust’s Chief Compliance Officer. The Board also considered the Adviser’s relationship with its affiliates (including the Sub-Adviser) and the resources

39

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND DISCLOSURE
REGARDING APPROVAL OF INVESTMENT ADVISORY
AGREEMENT AND SUB-ADVISORY AGREEMENT (Unaudited) (Continued)

 

available to them, as well as any potential conflicts of interest. The Board discussed the nature and extent of the services provided by the Adviser and the Sub-Adviser including, without limitation, the Adviser’s continuous review, supervision and administration of the investment program of the Fund and the Sub-Adviser’s provision of the continuous investment program for the Fund. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, was also considered. The Board also considered the Adviser and the Sub-Adviser’s succession planning for senior personnel. The Board concluded that it was satisfied with the nature, extent and quality of services provided to the Fund by the Adviser under the Advisory Agreement and the Sub-Adviser under the Sub-Advisory Agreement.

 

Fees and Expenses and Comparative Accounts

 

The Board compared each of the advisory and sub-advisory fees and the 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 noted that the Adviser did not manage any 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 the Adviser’s commitment to limit the Fund’s expenses under the Expense Limitation Agreement until at least June 30, 2025. The Board noted that the 0.95% advisory fee as well as the overall net expense ratio for the Fund was at the peer group median as compared to other funds in its Broadridge custom peer group.

 

The Board also compared the sub-advisory fee paid to the Sub-Adviser and the fees charged to the Sub-Adviser’s other client accounts. The Board noted that the sub-advisory fee under the Sub-Advisory Agreement was paid by the Adviser out of the advisory fee it receives from the Fund. The Board considered the amount to be retained by the Adviser and the sub-advisory fee to be paid to the Sub-Adviser with respect to various services they each provided to the Fund. The Board discussed the Adviser’s process for monitoring the performance of the Sub-Adviser, which included an examination of both qualitative and quantitative elements of the Sub-Adviser’s organization, personnel, procedures, investment discipline, infrastructure and performance. The Board considered that the Adviser conducts periodic compliance due diligence of the Sub-Adviser, during which the Adviser examines a wide variety of factors, such as the financial condition of the Sub-Adviser, the quality of the Sub-Adviser’s systems, the effectiveness of the Sub-Adviser’s disaster recovery programs, trade allocation and execution procedures, compliance with the Sub-Adviser’s policies and procedures, results of regulatory examinations and any other factors that might affect the quality of services to be provided by the Sub-Adviser to the Fund. The Board noted that the Adviser’s compliance monitoring processes also

40

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND DISCLOSURE
REGARDING APPROVAL OF INVESTMENT ADVISORY
AGREEMENT AND SUB-ADVISORY AGREEMENT (Unaudited) (Continued)

 

would include quarterly reviews of compliance certifications, and that any issues arising from such certifications and the Adviser’s compliance reviews of the Sub-Adviser would be reported to the Board.

 

Fund Performance

 

The Board also considered, among other data, the Fund’s performance results during certain periods ended October 31, 2023, 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’s performance was in the third quartile for the one- and three-year periods ended October 31, 2023 and below the peer group median compared to the Broadridge custom peer group. The Board took into account current market conditions and their effect on the Fund’s performance as described by the Adviser.

 

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 the Adviser 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 sub-advisory fee under the Sub-Advisory Agreement is paid by the Adviser out of the advisory fee that it receives from the Fund. The Board also noted that the advisory fee schedule for the Fund currently did not have breakpoints, and considered the Adviser’s assertion that adding breakpoints was not appropriate 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. The further noted that the advisory fee payable to the Adviser from the Fund was reduced by the sub-advisory fee paid by the Adviser to the Sub-Adviser.

 

Financial Condition and Profitability

 

Additionally, the Board took into consideration the financial condition and profitability of the Adviser and its affiliates (including the Sub-Adviser) and the direct and indirect benefits derived by the Adviser and its affiliates from their relationship with the Fund. The information considered by the Board included operating profit margin information for the Fund, the Adviser’s business as a whole, as well as the Sub-Adviser’s business. The Board considered the Adviser’s commitment to contractually limit the Fund’s net operating expenses and its payment of the sub-advisory fee out of the advisory fee it received from the Fund. The Board reviewed the profitability of the Adviser’s relationship with the

41

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND DISCLOSURE
REGARDING APPROVAL OF INVESTMENT ADVISORY
AGREEMENT AND SUB-ADVISORY AGREEMENT (Unaudited) (Continued)

 

Fund both before and after tax expenses, and also considered whether the Adviser has the financial wherewithal to continue to provide services to the Fund, noting its ongoing commitment to provide support and resources to the Fund as needed.

 

Fall-Out Benefits

 

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

 

In considering the renewal of each of the Advisory and Sub-Advisory Agreements, 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) each of the Adviser and Sub-Adviser demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory and Sub-Advisory Agreement, respectively; (b) each of the Adviser and Sub-Adviser 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 and sub-advisory fees are reasonable in light of the services received by the Fund from the Adviser and the Sub-Adviser and the other factors considered. Based on their conclusions, the Trustees determined with respect to the Fund that continuation of the Advisory and Sub-Advisory Agreements was in the best interests of the Fund and its shareholders.

42

 

BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

 

The Fund has adopted and implemented a written liquidity risk management program (the “Program”) as required by Rule 22e-4 (the “Liquidity Rule”) under the Investment Company Act of 1940, as amended. The Program is reasonably designed to assess and manage the Fund’s liquidity risk, taking into consideration, among other factors, the Fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short- and long-term cash flow projections; and its cash holdings and access to other funding sources. The Fund’s Board of Trustees (the “Board”) approved the appointment of the Liquidity Administrator Committee, comprising of the Fund’s Adviser and certain Trust officers, to be responsible for the Program’s administration and oversight and for reporting to the Board on at least an annual basis regarding the Program’s operation and effectiveness. The annual written report assessing the Program (the “Report”) was presented to the Board at the October 16-17, 2023 Board meeting and covered the period from June 1, 2022 to May 31, 2023 (the “Review Period”).

 

During the Review Period, the Fund did not experience unusual stress or disruption to its operations related to purchase and redemption activity. Also, during the Review Period, the Fund held adequate levels of cash and highly liquid investments to meet shareholder redemption activities in accordance with applicable requirements. The Report concluded that the Program is reasonably designed to prevent violation of the Liquidity Rule and the Program has been effectively implemented.

43

 

 

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Blueprint-AR-24

 

 

 
 
 
 
 
 
 
 
(HVIA FUNDS LOGO)
 
 
HVIA EQUITY FUND
 
INSTITUTIONAL CLASS (HVEIX)
 
 
 
 
Managed by
Hudson Valley Investment Advisors, Inc.
 
 
 
 
 
 
 
 
 
ANNUAL REPORT
February 29, 2024
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

HVIA EQUITY FUND
LETTER TO SHAREHOLDERS
February 29, 2024
   

HVIA Fund Year End Review for the Period Ended February 29. 2024

 

The HVIA Equity Fund (“HVEIX” or the “Fund”) launched on October 31, 2016. The Fund employs a Growth at a Reasonable Price (G.A.R.P.) investment framework, an investment philosophy which focuses on investing in equities that are trading at a discount to their expected growth rate, to determine suitable investments. The G.A.R.P. approach is expected to outperform the broader equity market over the longer term.

 

Investment Environment

 

HVEIX recorded a yearly gain of +35.36% compared to +30.45% for the S&P 500 Index. Equity markets increased sharply in 2023 after a dismal performance in 2022. The positive returns were driven, in part, by the sanguine outlook from market participants that moderating inflation in the United States eventually would lead the Federal Reserve (the “Fed”) to lower short-term interest rates.

 

Indeed, at the start of 2023, investors faced many uncertainties: Will the Fed be able to tame inflation? Will the rate hikes cause a recession? Will the economy experience a hard or soft landing? What will the effects of a continued conflict in Ukraine have globally?

 

Although many of these questions still remain unanswered today and likely will be an overhang for the market in 2024, it is clear that inflation has decreased significantly from a peak of ~9% in 2022 to ~3% at the end of 2023, as measured by the Bureau of Labor Statistics. Persistent, higher than normal inflation can erode investors’ spending power over time. Hence, the slowdown in inflation is positive for the economy and stocks but we must remember that the Fed’s dual mandate is to promote maximum employment and keep prices stable (which has been interpreted as keeping inflation no higher than 2%). So, while the path from ~9% inflation to ~3% inflation has been fairly straightforward, we expect the remaining journey from ~3% to a 2% inflation rate to be tougher. The last interest rate hike by the Fed was in July of 2023 and since then, the Fed has kept interest rates unchanged at each subsequent policy meeting in 2023.

 

The impact of higher interest rates on the economy typically takes effect with a lag. In other words, the full impact of the Fed’s interest rate hikes may not yet be fully reflected in the current economic readings which is why the Fed seems to be taking a cautious and patient approach.

 

Investment Outlook

 

Overall, we remain constructive on the economy and the markets. Corporate earnings and margins continue to hold up and the anticipated interest rate cuts on the horizon could bolster these trends. Although there has been an increase in auto loan and credit card delinquencies, they have not yet risen to a cautionary level. We will continue to monitor these trends.

 

We do think the market returns will broaden which is why we employ a diversified stock portfolio. Over the last several months, market returns have begun to widen from just the “Magnificent Seven” stocks. The Magnificent Seven stocks mainly are in the information

1

 

technology and communications services sectors and the strong stock performance from these companies is predominantly due to the exuberance related to Artificial Intelligence (“AI”). Although we continue to maintain our positions in many of these mega cap stocks, we do think other segments of the market are ripe for growth.

 

Investment Performance

 

We invest with an eye for the longer term which typically means a time horizon of over 18 months. We focus on companies that are showing improving asset utilization, margin expansion, and efficient capital allocation. The net effect is a portfolio of companies that trend toward an improving Return on Equity, which is a measure of how well a company uses investments to generate earnings, but trade at a discount to their expected growth rate or that of their industry peers.

 

For the full year ended February 29, 2024, HVEIX was up +35.36 compared to the +30.45% for the S&P 500 Index over the same period. Performance was positive as the majority of industry sectors, with the exception of Utilities and Consumer Staples, had positive performance. Over the 12-month period, our top-performing names included NVIDIA (NVDA), Advanced Micro Devices (AMD) and Eli Lily (LLY). NVDA has benefitted from an increased earnings outlook as demand for its graphic processing chips has outpaced supply. Our second-best performer for the year was AMD, another semiconductor company, which also is benefitting from the AI tailwind. AMD’s graphic processing chips are seeing record volumes and the outlook for demand continues to exceed expectations. Lastly, LLY was the third best performing stock in our portfolio for 2023. LLY has a number of medications in its portfolio but its most popular is Mounjaro, a GLP-1 drug used to treat diabetes and competes with Ozempic, the popular weight loss drug. The two drugs have a total addressable market that exceed $100 billion dollars. The total return for the past 12 months for each of these stocks has been:

 

NVDA +240.92%
AMD +145.01%
LLY +144.18%
   

The biggest detractors to performance over the last 12 months included Pfizer, Inc. (PFE), Dollar General (DG) and AES Corporation (AES). The total return of each of these stocks over the last 12 months was:

 

PFE -31.11%
DG -31.72%
AES -36.15%
   

AES was our worst performing stock in 2023. AES is a global energy company which creates greener, smarter and innovative energy solutions. AES owns and operates power plants which generate, transmit and distribute electricity. Clean energy stocks have underperformed the overall market recently, driven, in part, by rising rates. Nevertheless, we continue to like the risk/reward for AES given its solid growth prospects and recent financial guidance from management that was better than expected. DG was the second worst performer in 2023 but we do continue to own it, as we hope to see improvement in the company’s stock from the

2

 

company’s lower shrink (loss of inventory) and its reinvestment in labor. PFE was the third worst performer in the quarter as it had pulled a drug for obesity from FDA approval, but we remain very positive in the position for the long term given its drug pipeline, which includes weight loss drugs.

 

Fund Operations

 

Over the past 12 months ended February 29, 2024, the Fund had net assets of $55.6mm and saw an increase in net assets of $20.4mm, which we view as a solid level of growth for the HVIA Fund.

 

We do not employ any soft dollar arrangement and our turnover was 22.8% over the period.

 

Sincerely,

 

(-s-Gustave J. Scacco) (-s-Ronald P. Mayfield)
Gus Scacco Ron Mayfield
Portfolio Manager Co-Portfolio Manager
   

Past performance is not predictive of future performance. Investment results and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Performance data current to the most recent month-end is available by calling 7-888-209-8710.

 

An investor should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. The Fund’s prospectus contains this and other important information. To obtain a copy of the Fund’s prospectus please call 1-888-209-8710 and a copy will be sent to you free of charge. Please read the prospectus carefully before you invest. The Fund is distributed by Ultimus Fund Distributors, LLC.

 

The Letter to Shareholders seeks to describe some of the Adviser’s current opinions and views of the financial markets. Although the Adviser believes it has a reasonable basis for any opinions or views expressed, actual results may differ, sometimes significantly so, from those expected or expressed. The securities held by the Fund that are discussed in the Letter to Shareholders were held during the period covered by this Report. They do not comprise the entire investment portfolio of the Fund, may be sold at any time, and may no longer be held by the Fund. For a complete list of securities held by the Fund as of February 29, 2024, please see the Schedule of Investments section of the annual report. The opinions of the Fund’s adviser with respect to those securities may change at any time.

3

 

HVIA EQUITY FUND
PERFORMANCE INFORMATION
February 29, 2024 (Unaudited)
 

Comparison of the Change in Value of a $25,000 Investment in
HVIA Equity Fund - Institutional Class versus the S&P 500
® Index

 

(BAR CHAT)

 

Average Annual Total Returns
(for the periods ended February 29, 2024)

 

         Since
   1 Year  5 Years  Inception(b)
HVIA Equity Fund - Institutional Class(a)  35.36%  15.92%  15.47%
S&P 500® Index(c)  30.45%  14.76%  14.31%

 

(a)The Fund’s total returns do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

(b)The Fund commenced operations on October 3, 2016.

 

(c)The S&P 500® Index is a market capitalization weighted index of 500 large companies that is widely used as a barometer of U.S. stock market performance. The index is unmanaged and shown for illustration purposes only. An investor cannot invest in an index and its returns are not indicative of the performance of any specific investment.

4

 

HVIA EQUITY FUND
PORTFOLIO INFORMATION
February 29, 2024 (Unaudited)
 

Sector Diversification (% of Net Assets)

 

(BAR CHAT)

 

Top 10 Equity Holdings
   
  % of
Security Description Net Assets
NVIDIA Corporation 6.7%
Advanced Micro Devices, Inc. 4.7%
KLA Corporation 4.5%
Microsoft Corporation 4.2%
American Express Company 3.1%
Eli Lilly & Company 3.0%
Amazon.com, Inc. 3.0%
Chipotle Mexican Grill, Inc. 2.9%
Marsh & McLennan Companies, Inc. 2.8%
Visa, Inc. - Class A 2.7%

5

 

HVIA EQUITY FUND
SCHEDULE OF INVESTMENTS
February 29, 2024
COMMON STOCKS — 95.3%  Shares   Value 
Communications — 2.4%          
Internet Media & Services — 2.4%          
Alphabet, Inc. - Class C (a)   9,720   $1,358,662 
           
Consumer Discretionary — 12.0%          
E-Commerce Discretionary — 3.0%          
Amazon.com, Inc. (a)   9,330    1,649,171 
           
Home Construction — 2.1%          
Lennar Corporation - Class A   7,300    1,157,123 
           
Leisure Facilities & Services — 4.9%          
Chipotle Mexican Grill, Inc. (a)   590    1,586,374 
Starbucks Corporation   12,170    1,154,933 
         2,741,307 
Retail - Discretionary — 2.0%          
AutoZone, Inc. (a)   365    1,097,197 
           
Consumer Staples — 2.9%          
Beverages — 0.5%          
PepsiCo, Inc.   1,580    261,237 
           
Food — 1.0%          
Mondelez International, Inc. - Class A   7,810    570,677 
           
Retail - Consumer Staples — 1.4%          
Dollar General Corporation   5,300    770,143 
           
Energy — 6.3%          
Oil & Gas Producers — 1.8%          
Exxon Mobil Corporation   9,520    995,030 
           
Oil & Gas Services & Equipment — 4.5%          
Baker Hughes Company   43,390    1,283,910 
Schlumberger Ltd.   25,110    1,213,567 
         2,497,477 

6

 

HVIA EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.3% (Continued)  Shares   Value 
Financials — 9.7%          
Banking — 2.1%          
JPMorgan Chase & Company   6,180   $1,149,851 
           
Institutional Financial Services — 1.7%          
Morgan Stanley   10,980    944,719 
           
Insurance — 2.8%          
Marsh & McLennan Companies, Inc.   7,604    1,538,061 
           
Specialty Finance — 3.1%          
American Express Company   8,010    1,757,554 
           
Health Care — 10.3%          
Biotech & Pharma — 4.9%          
AbbVie, Inc.   4,550    801,028 
Eli Lilly & Company   2,230    1,680,706 
Pfizer, Inc.   8,750    232,400 
         2,714,134 
Health Care Facilities & Services — 1.0%          
UnitedHealth Group, Inc.   1,115    550,364 
           
Medical Equipment & Devices — 4.4%          
Danaher Corporation   4,980    1,260,637 
Illumina, Inc. (a)   3,505    490,104 
Thermo Fisher Scientific, Inc.   1,250    712,725 
         2,463,466 
Industrials — 12.9%          
Engineering & Construction — 1.7%          
Fluor Corporation (a)   24,830    913,744 
           
Industrial Intermediate Products — 2.1%          
Chart Industries, Inc. (a)   8,300    1,185,738 
           
Industrial Support Services — 4.6%          
Grainger (W.W.), Inc.   1,300    1,265,498 
United Rentals, Inc.   1,870    1,296,415 
         2,561,913 
Machinery — 2.4%          
Lincoln Electric Holdings, Inc.   5,180    1,329,188 

7

 

HVIA EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.3% (Continued)  Shares   Value 
Industrials — 12.9% (Continued)          
Transportation & Logistics — 2.1%          
CSX Corporation   30,718   $1,165,441 
           
Materials — 3.1%          
Chemicals — 1.0%          
Sherwin-Williams Company (The)   1,620    537,889 
           
Steel — 2.1%          
Nucor Corporation   6,170    1,186,491 
           
Real Estate — 3.0%          
REITs — 3.0%          
Prologis, Inc.   6,943    925,294 
Weyerhaeuser Company   22,320    767,361 
         1,692,655 
Technology — 32.4%          
Semiconductors — 15.9%          
Advanced Micro Devices, Inc. (a)   13,510    2,601,080 
KLA Corporation   3,710    2,531,333 
NVIDIA Corporation   4,690    3,710,353 
         8,842,766 
Software — 8.7%          
Adobe, Inc. (a)   2,200    1,232,616 
Microsoft Corporation   5,700    2,357,748 
Salesforce, Inc. (a)   4,020    1,241,457 
         4,831,821 
Technology Hardware — 5.1%          
Apple, Inc.   7,250    1,310,438 
Ciena Corporation (a)   10,900    621,082 
Cisco Systems, Inc.   18,260    883,236 
         2,814,756 
Technology Services — 2.7%          
Visa, Inc. - Class A   5,330    1,506,471 
           
Utilities — 0.3%          
Electric Utilities — 0.3%          
AES Corporation (The)   11,390    173,128 
           
Total Common Stocks (Cost $30,662,875)       $52,958,174 

8

 

HVIA EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)
MONEY MARKET FUNDS — 4.7%  Shares   Value 
First American Government Obligations Fund - Class X, 5.23% (b) (Cost $2,588,392)   2,588,392   $2,588,392 
           
Investments at Value — 100.0% (Cost $33,251,267)       $55,546,566 
           
Other Assets in Excess of Liabilities — 0.0% (c)        17,644 
           
Net Assets — 100.0%       $55,564,210 
           
(a)Non-income producing security.

 

(b)The rate shown is the 7-day effective yield as of February 29, 2024.

 

(c)Percentage rounds to less than 0.1%.

 

See accompanying notes to financial statements.

9

 

HVIA EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES
February 29, 2024
ASSETS     
Investments in securities:     
At cost  $33,251,267 
At value (Note 2)  $55,546,566 
Receivable for capital shares sold   2,000 
Dividends receivable   54,546 
Other assets   8,126 
TOTAL ASSETS   55,611,238 
      
LIABILITIES     
Payable for capital shares redeemed   8,300 
Payable to Adviser (Note 4)   19,167 
Payable to administrator (Note 4)   10,496 
Other accrued expenses   9,065 
TOTAL LIABILITIES   47,028 
      
CONTINGENCIES AND COMMITMENTS (NOTE 6)    
      
NET ASSETS  $55,564,210 
      
NET ASSETS CONSIST OF:     
Paid-in capital  $32,996,410 
Distributable earnings   22,567,800 
NET ASSETS  $55,564,210 
      
PRICING OF INSTITUTIONAL SHARES (NOTE 1)     
Net assets applicable to Institutional Shares  $55,564,210 
Shares of Institutional Shares outstanding (unlimited number of shares authorized, no par value)   2,298,258 
      
Net asset value, offering price and redemption price per share (Note 2)  $24.18 
      

See accompanying notes to financial statements.

10

 

HVIA EQUITY FUND
STATEMENT OF OPERATIONS
For the Year Ended February 29, 2024
INVESTMENT INCOME     
Dividend income  $579,256 
      
EXPENSES     
Management fees (Note 4)   310,746 
Administration fees (Note 4)   43,525 
Fund accounting fees (Note 4)   37,892 
Legal fees   32,573 
Registration and filing fees   21,732 
Transfer agent fees (Note 4)   20,222 
Trustees’ fees and expenses (Note 4)   19,505 
Audit and tax services fees   16,915 
Shareholder reporting expense   13,778 
Compliance fees and expenses (Note 4)   12,159 
Custody and bank service fees   8,563 
Networking fees   6,451 
Postage and supplies   3,566 
Insurance expense   3,104 
Other expenses   9,541 
TOTAL EXPENSES   560,272 
Less fee reductions by the Adviser (Note 4)   (144,543)
NET EXPENSES   415,729 
      
NET INVESTMENT INCOME   163,527 
      
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS AND FOREIGN CURRENCIES     
Net realized gains (losses) from:     
Investments   1,051,463 
Foreign currency transactions   (134)
Net change in unrealized appreciation (depreciation) on:     
Investments   12,276,786 
Foreign currency translations   131 
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS AND FOREIGN CURRENCIES   13,328,246 
      
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $13,491,773 
      

See accompanying notes to financial statements.

11

 

HVIA EQUITY FUND
STATEMENTS OF CHANGES IN NET ASSETS
   Year   Year 
   Ended   Ended 
   February 29,   February 28, 
   2024   2023 
FROM OPERATIONS          
Net investment income  $163,527   $281,559 
Net realized gains (losses) from:          
Investments   1,051,463    1,562,908 
Foreign currency transactions   (134)   (80)
Net change in unrealized appreciation (depreciation) on:          
Investments   12,276,786    (5,241,648)
Foreign currency translation   131    (160)
Net increase (decrease) in net assets resulting   13,491,773    (3,397,421)
           
DISTRIBUTIONS TO SHAREHOLDERS (Note 2)          
Institutional Shares   (789,132)   (2,911,317)
           
CAPITAL SHARE TRANSACTIONS          
Institutional Shares          
Proceeds from shares sold   14,924,541    6,716,847 
Net asset value of shares issued in reinvestment of distributions to shareholders   2,132    173,744 
Payments for shares redeemed   (7,243,080)   (3,135,479)
Net increase in Institutional Shares net assets from capital share transactions   7,683,593    3,755,112 
           
TOTAL INCREASE (DECREASE) IN NET ASSETS   20,386,234    (2,553,626)
           
NET ASSETS          
Beginning of year   35,177,976    37,731,602 
End of year  $55,564,210   $35,177,976 
           
CAPITAL SHARE ACTIVITY          
Institutional Shares          
Shares sold   729,504    345,964 
Shares reinvested   97    9,900 
Shares redeemed   (368,616)   (159,642)
Net increase in shares outstanding   360,985    196,222 
Shares outstanding at beginning of year   1,937,273    1,741,051 
Shares outstanding at end of year   2,298,258    1,937,273 
           

See accompanying notes to financial statements.

12

 

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

 

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

 

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

 

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

 

See accompanying notes to financial statements.

13

 

HVIA EQUITY FUND
NOTES TO FINANCIAL STATEMENTS
February 29, 2024

 

1. Organization

 

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

 

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

 

The Fund currently offers one class of shares: Institutional Class shares (sold without any sales loads or distribution fees and subject to a $25,000 initial investment requirement). As of February 29, 2024, the Investor Class shares (to be sold without any sales load, but subject to a distribution fee of up to 0.25% of the class’s average daily net assets and subject to a $2,500 initial investment requirement) are not currently offered. When both classes are offered, each share class will represent an ownership interest in the same investment portfolio.

 

2. Significant Accounting Policies

 

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

 

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

 

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

14

 

HVIA EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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

 

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

 

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

 

Level 1 – quoted prices in active markets for identical securities

 

Level 2 – other significant observable inputs

 

Level 3 – significant unobservable inputs

 

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

 

The following is a summary of the Fund’s investments and the level of inputs used to value the investments as of February 29, 2024:

 

   Level 1   Level 2   Level 3   Total 
Common Stocks  $52,958,174   $   $   $52,958,174 
Money Market Funds   2,588,392            2,588,392 
Total  $55,546,566   $   $   $55,546,566 
                     

 

Refer to the Fund’s Schedule of Investments for a listing of the common stocks by sector and industry type. The Fund did not have any derivative instruments or any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the year ended February 29, 2024.

15

 

HVIA EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

16

 

HVIA EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

Distributions to shareholders – The Fund will distribute to shareholders any net investment income dividends and net realized capital gains distributions at least once each year. The amount of such dividends and distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. The tax character of the Fund’s distributions during the years ended February 29, 2024 and February 28, 2023 was as follows:

 

   Ordinary   Long-Term   Total 
Years Ended  Income   Capital Gains   Distributions* 
February 29, 2024  $190,220   $598,912   $789,132 
February 28, 2023  $244,467   $2,666,850   $2,911,317 
                

 

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

 

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

 

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

 

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

 

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

 

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

17

 

HVIA EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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

 

The Fund identifies its major tax jurisdiction as U.S. Federal. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax on the Statement of Operations. During the year ended February 29, 2024, the Fund did not incur any interest of penalties.

 

3. Investment Transactions

 

During the year ended February 29, 2024, cost of purchases and proceeds from sales of investment securities, other than short-term investments, amounted to $15,478,108 and $9,212,365, respectively.

 

4. Transactions with Related Parties

 

INVESTMENT ADVISORY AGREEMENT

 

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

 

Pursuant to an Expense Limitation Agreement (“ELA”), the Adviser has contractually agreed, until July 1, 2024, to reduce management fees and reimburse other expenses to the extent necessary to limit total annual operating expenses (exclusive of brokerage costs, taxes, interest, borrowing costs such as interest and dividend expense on securities sold short, costs to organize the Fund, acquired fund fees and expenses, extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business) to an amount not exceeding 0.99% of average daily net assets of the Institutional Class shares and 1.24% of the average daily net assets of the Investor class shares. Accordingly, the Adviser reduced its management fees in the amount of $144,543 during the year ended February 29, 2024.

 

Under the terms of the ELA, management fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of three years after such fees and expenses were incurred, provided the repayments do not cause total annual operating expenses to exceed the lesser of: (i) the expense limitation then in effect, if any, and (ii)

18

 

HVIA EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

the expense limitation in effect at the time the expenses to be repaid were incurred. As of February 29, 2024, the Adviser may seek repayment of management fee reductions and expense reimbursements in the amount of $422,386 no later than the dates listed below:

 

      
February 28, 2025  $134,504 
February 28, 2026   143,339 
February 28, 2027   144,543 
Total  $422,386 
      

 

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 to the Trust, as well as related compliance services. Under the terms of the agreement, NLCS receives fees from the Fund. NLCS is a wholly-owned subsidiary of Ultimus.

 

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

 

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

 

TRUSTEE COMPENSATION

 

Each member of the Board (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 February 29, 2024, the following shareholder owned of record more than 25% of the outstanding shares of the Fund:

 

NAME OF RECORD OWNER % Ownership
Pershing, LLC (for the benefit of its customers) 99.7%

19

 

HVIA EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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

 

5. Sector Risk

 

If the Fund has significant investments in the securities of issuers in industries within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss of an investment in the Fund and increase the volatility of the Fund’s net asset value per share. From time to time, a particular set of circumstances may affect this sector or companies within the sector. For instance, economic or market factors, regulation or deregulation, or other developments may negatively impact all companies in a particular sector and therefore the value of the Fund’s portfolio will be adversely affected. As of February 29, 2024, the Fund had 32.4% of the value of its net assets invested in stocks within the Technology sector.

 

6. Contingencies and Commitments

 

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

 

7. Subsequent Events

 

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

20

 

HVIA EQUITY FUND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 

To the Shareholders of HVIA Equity Fund and
Board of Trustees of Ultimus Managers Trust

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of HVIA Equity Fund (the “Fund”), a series of Ultimus Managers Trust, as of February 29, 2024, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of February 29, 2024, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of February 29, 2024, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Fund’s auditor since 2016.

 

(SIGNATURE)

 

COHEN & COMPANY, LTD. 

Philadelphia, Pennsylvania 

April 29, 2024

21

 

HVIA EQUITY FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited)

 

We believe it is important for you to understand the impact of costs on your investment. As a shareholder of the Fund, you incur ongoing costs, including management fees and other operating expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

A mutual fund’s ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The expenses in the table below are based on an investment of $1,000 made at the beginning of the most recent period (September 1, 2023) and held until the end of the period (February 29, 2024).

 

The table below illustrates the Fund’s ongoing costs in two ways:

 

Actual fund return – This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from the Fund’s actual return, and the fourth column shows the dollar amount of operating expenses that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.

 

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for the Fund under the heading “Expenses Paid During Period.”

 

Hypothetical 5% return – This section is intended to help you compare the Fund’s ongoing costs with those of other mutual funds. It assumes that the Fund had an annual return of 5% before expenses during the period shown, but that the expense ratio is unchanged. In this case, because the return used is not the Fund’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the U.S. Securities and Exchange Commission (the “SEC”) requires all mutual funds to calculate expenses based on a 5% return. You can assess the Fund’s ongoing costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

 

Note that expenses shown in the table are meant to highlight and help you compare ongoing costs only. The Fund does not charge transaction fees, such as purchase or redemption fees, nor does it carry a “sales load.” The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

22

 

HVIA EQUITY FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited) (Continued)

 

More information about the Fund’s expenses can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to the Fund’s prospectus.

 

  Beginning Ending    
  Account Value Account Value   Expenses
  September 1, February 29, Net Expense Paid During
Institutional Class 2023 2024 Ratio (a) Period (b)
Based on Actual Fund Return $     1,000.00 $     1,162.80 0.99% $      5.32
Based on Hypothetical 5% Return (before expenses) $     1,000.00 $     1,019.94 0.99% $      4.97

 

(a)Annualized, based on the Fund’s most recent one-half year expenses.

 

(b)Expenses are equal to the Fund’s annualized net expense ratio multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

23

 

HVIA EQUITY FUND
OTHER INFORMATION (Unaudited)

 

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

 

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

 

FEDERAL TAX INFORMATION (Unaudited)

 

For the fiscal year ended February 29, 2024, the Fund designated $598,912 as long-term capital gain distributions.

 

Qualified Dividend Income – The Fund designates 100%, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue code, as qualified dividend income eligible for the reduced tax rate.

 

Dividends Received Deduction – Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal year 2024 ordinary income dividends, 100% qualifies for the corporate dividends received deduction.

24

 

HVIA EQUITY FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (Unaudited)

 

The Board has overall responsibility for management of the Trust’s affairs. The Trustees serve during the lifetime of the Trust and until its termination, or until death, resignation, retirement, or removal. The Trustees, in turn, elect the officers of the Fund to actively supervise their day-to-day operations. The officers have been elected for an annual term. Each Trustee’s and officer’s address is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. The following are the Trustees and executive officers of the Fund:

 

Name and
Year of Birth
Length
of Time
Served
Position(s) held
with Trust
Principal
Occupation(s)
During Past 5 Years
Number of
Funds in
the Trust
Overseen By
Trustee
Directorship(s)
of Public
Companies
Held By Trustee
During Past
5 Years
Independent Trustees:
Janine L. Cohen
Year of Birth: 1952 
Since 2016 Chairperson (2019 to present)

Trustee (2016 to present)
Retired; previously Chief Financial Officer from 2004 to 2013 and Chief Compliance Officer from 2008 to 2013 at AER Advisors, Inc. 32 n/a
Robert E. Morrison
Year of Birth: 1957
Since 2019 Trustee (2019 to present; and previously 2012 to 2014) Managing Director at Midwest Trust and FCI Advisors (2022 to present); Senior Vice President and National Practice Lead for Investment, Huntington National Bank/ Huntington Private Bank (2014 to 2022); CEO, CIO, President of 5 Star Investment Management Company (2006 to 2014) 32 n/a
Clifford N. Schireson
Year of Birth: 1953
Since 2019 Trustee Retired; Founder of Schireson Consulting, LLC (2017 to 2022); Director of Institutional Services for Brandes Investment Partners, LP (2004 to 2017) 32 Trustee of the San Diego City Employees’ Retirement System (2019 to present)
Keith Shintani
Year of Birth: 1963
Since 2024 Trustee Retired; Senior Vice President of Relationship Management at U.S. Bank Global Fund Services (1998 to 2022) 32 Trustee of the Matrix Advisors Funds Trust (2023 to present)

25

 

HVIA EQUITY FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited) (Continued)
Name and
Year of Birth
Length
of Time
Served
Position(s) held
with Trust
Principal
Occupation(s)
During Past 5 Years
Number of
Funds in
the Trust
Overseen By
Trustee
Directorship(s)
of Public
Companies
Held By Trustee
During Past
5 Years
Independent Trustees (Continued):
Jacqueline A. Williams
Year of Birth: 1954
Since 2019 Trustee Managing Member of Custom Strategy Consulting, LLC (2017 to present); Managing Director of Global Investment Research (2005 to 2017), Cambridge Associates, LLC 32 n/a

 

Name and
Year of Birth
Length
of Time
Served
Position(s)
held with Trust
Principal Occupation(s) During Past 5 Years
Executive Officers:
Todd E. Heim
Year of Birth: 1967
2021 to present  

2014 to 2021
President


Vice President
Senior Vice President, Relationship Management (2023 to present); Vice President, Relationship Management (2018 to 2023) and Assistant Vice President, Client Implementation Manager with Ultimus Fund Solutions, LLC (2014 to 2018)
Shannon Thibeaux-
Burgess
Year of Birth: 1970
2023 to present Vice President Senior Vice President, Relationship Management with Ultimus Fund Solutions, LLC (2022 to present); Head of Regulatory Service with J.P. Morgan Chase & Co. (2020 to 2022); Chief Administrative Officer of State Street Bank (2013 to 2020)
Daniel D. Bauer
Year of Birth: 1977
2024 to present  

2016 to 2024
Treasurer  


Assistant Treasurer
Vice President of Fund Accounting (2022 to present), Assistant Vice President of Fund Accounting (2020 to 2022), and AVP, Assistant Mutual Fund Controller (2015 to 2020) of Ultimus Fund Solutions, LLC
Angela A. Simmons
Year of Birth: 1975
2022 to present Assistant Treasurer Vice President of Financial Administration (2022 to present) and Assistant Vice President, Financial Administration (2015 to 2022) of Ultimus Fund Solutions, LLC

26

 

HVIA EQUITY FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited) (Continued)

 

Name and
Year of Birth
Length
of Time
Served
Position(s)
held with Trust
Principal Occupation(s) During Past 5 Years
Executive Officers (Continued):
Susan J. Bateman
Year of Birth: 1966
2024 to present Assistant Treasurer Assistant Vice President of Financial Administration of Ultimus Fund Solutions, LLC (2023 to present) and Assistant Vice President, Financial Administration of Citi Fund Services, Inc. (2018 to 2023)
Karen Jacoppo-Wood
Year of Birth: 1966
2023 to present Secretary Senior Vice President and Associate General Counsel of Ultimus Fund Solutions, LLC (2022 to present); Managing Director and Managing Counsel (2019 to 2022) and Vice President and Counsel (2014 to 2019) of State Street Bank and Trust Company
Natalie S. Anderson
Year of Birth: 1975
2016 to present Assistant Secretary Legal Administration Manager (2016 to present) and Paralegal (2015 to 2016) of Ultimus Fund Solutions, LLC
Jesse Hallee
Year of Birth: 1976
2023 to present Assistant Secretary Senior Vice President and Associate General Counsel of Ultimus Fund Solutions, LLC (June 2019 to present); Vice President and Managing Counsel, State Street Bank and Trust Company (2013 to 2019)
Gweneth K. Gosselink
Year of Birth: 1955
2020 to present Chief Compliance Officer Assistant Vice President, Compliance Officer at Ultimus Fund Solutions, LLC (2019 to present); CCO Consultant at GKG Consulting, LLC (2019 to 2021); Chief Operating Officer & CCO at Miles Capital, Inc. (2013 to 2019)
Martin Dean
Year of Birth: 1963
2020 to present

    2019 to 2020

  2016 to 2017
Assistant Chief Compliance Officer  

Interim Chief Compliance Officer

Assistant Chief Compliance Officer
President of Northern Lights Compliance Services, LLC (February 2023 to present); Senior Vice President, Head of Fund Compliance (2020 to January 2023) and Vice President & Director of Fund Compliance of Ultimus Fund Solutions, LLC (2016 to 2020)

 

Additional information about members of the Board and executive officers is available in the Fund’s Statement of Additional Information (“SAI”). To obtain a free copy of the SAI, please call toll free 1-888-209-8710. 

27

 

HVIA EQUITY FUND
LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

 

The Fund has adopted and implemented a written liquidity risk management program (the “Program”) as required by Rule 22e-4 (the “Liquidity Rule”) under the Investment Company Act of 1940, as amended. The Program is reasonably designed to assess and manage the Fund’s liquidity risk, taking into consideration, among other factors, the Fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short- and long-term cash flow projections; and its cash holdings and access to other funding sources. The Fund’s Board of Trustees (the “Board”) approved the appointment of the Liquidity Administrator Committee, comprising of the Fund’s Adviser and certain Trust officers, to be responsible for the Program’s administration and oversight and for reporting to the Board on at least an annual basis regarding the Program’s operation and effectiveness. The annual written report assessing the Program (the “Report”) was presented to the Board at the October 16-17, 2023 Board meeting and covered the period from June 1, 2022 to May 31, 2023 (the “Review Period”).

 

During the Review Period, the Fund did not experience unusual stress or disruption to its operations related to purchase and redemption activity. Also, during the Review Period, the Fund held adequate levels of cash and highly liquid investments to meet shareholder redemption activities in accordance with applicable requirements. The Report concluded that the Program is reasonably designed to prevent violation of the Liquidity Rule and the Program has been effectively implemented. 

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HVIA-AR-24

 

 

 

 

 

 

 

(LOGO)

 

 

 

 

 

 

 

 

NIA IMPACT SOLUTIONS FUND

 

ANNUAL REPORT

 

February 29, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NIA IMPACT SOLUTIONS FUND  
LETTER TO SHAREHOLDERS (Unaudited) March 27, 2024

 

Dear Shareholder,

 

We hope this letter finds you well amidst all that is going on in our world. We are proud to have launched the Nia Impact Solutions Fund (NIAGX) (the “Fund”) on May 10, 2022. Since inception, the Fund had a cumulative return of 11.96% through February 29, 2024 while the MSCI ACWI IMI Index had a cumulative return of 24.79%. For the period March 1, 2023 - February 29, 2024, the Fund’s top performing sectors were Energy, Finance and Consumer Services. Sectors that most detracted from relative performance were Technology, Industrials and Health Care.

 

Our Investment Approach

 

Nia invests at the intersection of environmental sustainability and social justice. We seek to invest in those companies that we believe are working toward and benefiting from the transition to the next just and sustainable economy. To that end, our investment approach begins by focusing on the technologies, products and services needed for people and the planet to thrive. In this process we define the primary threats to people and our planet, our society, resources, and way of life. We examine the issues that could disrupt both human economies and their underlying ecosystems. We focus on the solutions to these risks which include global warming, extreme weather, resource scarcity, increasing population, infectious diseases, growing inequalities, access to financial capital, and access to healthy food and water. In seeking portfolio companies, we identify the technologies, approaches, and innovative businesses that we believe have the highest potential for addressing and mitigating these risks, and in doing so, providing an economic return for our investors.

 

Companies that meet our top-down criteria for solutions themes, gender equality and sustainability are evaluated using traditional bottom up investment analysis. We consider companies’ financial strength by reviewing leverage, cash flows, and sensitivity to interest rates and debt coverage. While the most important financial characteristics can vary across sectors and within industries, we review key income statement items, such as revenues, margin contribution, and cash flow. And where our ratio analysis screens for underappreciated strengths and weaknesses, we use valuation analysis to assess and select those companies that may be underappreciated by the market.

 

Investment Environment

 

The period of February 2023 - February 2024 witnessed several events affecting both the global economy and our Nia portfolio companies. Inflation levels and consequent Federal Reserve interest rate hikes, the reopening of the Chinese economy post a stringent COVID lockdown, and one of the warmest January months on record were all causes of uncertainty. These significant geo-political and macroeconomic developments both impacted the Nia portfolio and the global financial markets at large. Events such as the growing calls for a transition from a reliance on fossil fuels toward more renewable energy sources, the novel wave of generative Artificial Intelligence (AI) and the ethical implications involved in widespread adoption of AI across industries, and questions of employee welfare arising from multiple workers’ strikes all dominated media headlines and brought both opportunities as well as areas of concern for investors.

 

Against the backdrop of extended market losses in 2022, many of the Street’s analysts and investors anticipated a recession and further economic downturn in 2023. While these predictions did not fully come to fruition, markets remained volatile through varying catalysts such as the surging 

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interest in AI technology and its potential to introduce disruptions within companies and across economic sectors, the impact of higher interest rates on several areas including the housing market, the renewable energy sector, finance and consumer spending, and lingering disruptions in the supply chain post COVID. One such event was the banking crisis that was narrowly averted in March 2023 wherein three banks “failed” in quick succession. Another impact of rising interest rates occurred in the housing market where sharply rising mortgage rates as well as higher home prices (as a result of fewer homes on the market) pushed many prospective buyers out of the market. This kind of volatility in the housing market disproportionately affected low-income households, many of whom belong to communities of color. Platforms like Zillow, a Nia portfolio company, assist such consumers with access to information including property data, financing assistance, and rental searches. In our view, housing data and transparency in rental markets will become even more important in the near future as extreme climate events such as fires and floods continue to impact housing and immigration patterns and influence property evaluations.

 

2023 shone a spotlight on issues of labor and corporate human capital management. Through December 20, 2023, there were approximately 405 strikes in the US across professions including health workers, teachers, actors and writers as well as automobile workers. The demands for each of these strikes echoed common themes such as wage improvements and the impact of AI automation on the employee base. This latter concern was reaffirmed at the beginning of 2024 with several large companies initiating layoffs and some companies choosing to focus their R&D investments on generative AI technologies. This wave of generative AI development and deployment across the economy has had other unintended and perhaps unforeseen consequences, with both pros and cons for investors. AI computing infrastructure requires exponentially more power than traditional data centers, making it a power-intensive technology. AI development has led to a surge in demand and consumption of electricity at U.S. data centers. The AI driven electricity consumption is set to triple by the end of the decade, compared to a 2022 baseline. Conscious investors are watching this environmental cost. Another question that the wide advent of AI poses is that of diversity. AI algorithms designed by humans require diverse teams to correctly identify and mitigate inherent biases. While there is some debate on the exact number, a Forbes article states that only 12% of AI researchers globally are women. A lack of representation of gender and people of color behind the scene of what is arguably one of the most important technological advances in a decade, is concerning as it can contribute to inherent flaws in the technology itself. Nia’s commitment to racial justice and gender equality present concerns when approaching potential AI companies for the portfolio. In general, this period has seen some controversy in the discourse on DEI. In addition to the Supreme Court actions, and several states including Florida, Utah and Texas passing laws against diversity equity and inclusion efforts (DEI), companies across the tech sector have also faced backlash with several tech companies cutting DEI programs and resource groups in 2023.

 

On the topic of AI, throughout 2023, both consumers and investors rode a surging wave of popularity for advances in the technology, specifically large language learning models such as Chat GPT. Companies rushed in to meet the burgeoning curiosity of investors with the term “AI” being mentioned 177 times in the Q2 2023 earning calls of all S&P 500 companies. In what has been compared to the dot com bubble of the early 2000’s, seven specific companies known as the Magnificent 7 (Apple, Alphabet, Microsoft, Tesla, Nvidia, Meta and Amazon) sharply increased in stock price and valuation through the year, largely based on the promise of generative AI development and sales. The market narrowed to almost historic levels with the equal weighted S&P 500 Index underperforming the S&P 500 itself by 12% in 2023. According to Bloomberg, as

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of December, the top 10 companies in the S&P 500 were worth as much as the bottom 415. As investors increasingly relied on this small concentration of companies for financial returns, a bet against positions in these companies essentially became a bet against the market.

 

Finally, a discussion of markets in 2023 would be incomplete without touching on the consistently rising temperatures and changing weather patterns across the world. The European Union’s Copernicus Climate Change service confirmed that 2023 was the hottest year on record for Earth, and every month since June 2023 has been the hottest month on record. While the extreme gravity of these statistics does not seem to have sunk in just yet (with major climate conferences like the COP28 dithering on commitments to divesting from fossil fuels) the changing weather patterns will most certainly affect markets and geopolitical situations moving forward. With farmers globally unable to grow and harvest adequately, famine and immigration are spiking, contributing to international conflict and debates about border control. The unfortunate circumstances leading to conflict and war between Israel-Hamas as well as Russia-Ukraine have led to spikes in oil prices, arising out of uncertainty regarding oil supply routes. Exacerbating the issues at hand, the recent increases in interest rates negatively impacted clean energy stocks which play a crucial role in the transition to a sustainable economy. The cost of capital and financing has risen both for the companies themselves as well as for residential consumers of solar technology who largely rely on loans to set up solar installations at home. These increasing costs translated into reduced margins and elevated inventory for the clean energy industry as well as reduced residential demand, all resulting in a sell-off and outflows of funds from these renewable stocks.

 

Despite falling prices for the solar sector, the importance of adopting renewable energy technologies and divesting from fossil fuels continues with the state of California paving the way. California legislators passed a bill mandating businesses with annual revenue over 1 Billion dollars to start disclosing their greenhouse gas emissions by 2026. The SEC recently finalized its rulemaking on emissions disclosure requirements including new rules on climate disclosures for public companies which includes disclosures on Scope 1+2 greenhouse gas emissions for companies above a certain size threshold. Nia continues its practice of encouraging all portfolio companies to disclose their carbon emissions as well as set emissions reduction targets and strategies to reach net neutral carbon levels. As such, Nia portfolio companies are well positioned for compliance and perhaps even ahead of the curve, for European mandates and future climate related disasters.

 

Portfolio Performance

 

Nia’s top performing sectors were Energy, Finance and Consumer Services. The portfolio benefited from the absence of any oil and gas names in the energy space as this sector underperformed the market during the reporting time period. NIAGX is also underweight in Finance and Consumer Services. Our finance and banking holdings benefitted from the pause in interest rate hikes in the second half of 2023 which directly impacted interest rate spreads. Our only banking name in the portfolio reported growth in deposits while other portfolio names within the sector reported improved yields. Sectors that detracted the most from relative performance were Technology, Industrials and Health Care. The Health Care segment generally lagged the market through the year with two NIAGX holdings experiencing loss of exclusivity for several drugs, on top of some pricing challenges. Within Industrials, clean energy names experienced significant volatility due to increased interest rates which raised the cost of financing. 

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Top Performers - Nia Roses

Palo Alto Networks, Inc.

PANW (64.86% return, 0.99% attribution)

 

Palo Alto Networks is a California based provider of network security solutions which fits into Nia’s ‘Education, Communication and Financial Services’ solution theme. Palo Alto Networks specializes in cybersecurity consolidation which means the integration of different security tools into one cohesive platform, to maximize efficiency and intelligence sharing. With 40% women on the board of directors and 25% women within the executive team, the company meets Nia’s gender criteria. Palo Alto strengthened its profitability metrics through the year including operating margin and free cash flow growth. Palo Alto Network’s moat in cybersecurity consolidation as well as the continued need for its solutions indicate long term resilience of the stock.

 

International Business Machines Co 

IBM (49.75% return, 0.85% attribution)

 

IBM is an information technology company that provides integrated solutions across software, consulting, infrastructure and other segments. IBM aligns with Nia’s “Education, Communication and Financial Services” solution theme. IBM has about 17% women in the executive leadership team and more than 25% women on the board of directors. IBM has benefited from the broader enthusiasm for technology stocks stemming from the rapid evolution of generative artificial intelligence. IBM has a rich history in AI development with its product, Watson and reported a significant increase in bookings for its AI products in the second half of 2023.

 

Stantec, Inc. 

STN (44.93% return, 0.77% attribution)

 

Stantec provides knowledge based solutions through professional consulting services across engineering, architecture, infrastructure and environment sciences. Stantec’s environmental consulting work for clients from multiple sectors including renewable energy, transportation and environmental conservation and preservation fits Nia’s “Sustainable Planet” solution theme. Stantec’s board of directors is 50% women while the executive team consists of more than 40% women. Stantec achieved record organic net revenue growth in 2023 with double digit growth in their Water and Environmental services segment. They were able to maintain fiscal discipline and transfer this growth to the bottom line with a record high adjusted EBITDA for the year.

 

Top Detractors – Nia Thorns

SolarEdge Technologies Inc.

SEDG (-49.15% return, -1.36% attribution)

 

SolarEdge operates in the space of energy technology, specifically focusing on design, development and manufacturing of inverter solutions. With more than 30% women on the board and 30% women within the executive team, SolarEdge fulfilled Nia’s gender criteria and aligned with Nia’s “Sustainable Planet” solution theme. In addition to the general slowdown in the solar industry due to the tightened interest rate cycle, SolarEdge experienced a slowdown in demand in Europe which had seen a period of growth in 2022. Multiple order cancellations affected the top line and put pressure on margins. The cancellations also increased inventory levels, particularly for solar modules. Reduced demand led to the discontinuation of product manufacturing in Mexico and reduced capacity in China. SolarEdge’s free cash flow levels worsened through the year which makes it harder to tide through the macro cycle. On this note, Nia decided to exit the position in 2023.

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AMN Healthcare Services Inc. 

AMN (-37.48% return, -1.27% attribution)

 

AMN Healthcare offers staffing and workforce solutions for healthcare organizations. AMN aligns with Nia’s “Healthcare” solution theme. With more than 50% women on the board of directors as well as within the executive leadership team, AMN fulfills Nia’s gender criteria. AMN is experiencing a significant industry cyclical reset coming off unprecedented demand for healthcare workers, specifically traveling nurses, during the Covid-19 pandemic. In the past year, there has been reduced demand in the staffing market with a shift in customer preferences where AMN customers are seeking more permanent staff as opposed to temporary staff. This decrease in demand has been deeper and more sustained than originally thought. Sales growth, margins, and earnings have been decelerating. However, 2024 has seen demand begin to improve in the staffing market and AMN is also working on technological innovations in order to optimize their talent solutions.

 

Radius Recycling, Inc. 

RDUS (-37.86% return, -1.04% attribution)

 

Radius Recycling recycles ferrous and non-ferrous scrap metal, manufactures and exports finished recycled steel products. Radius aligns with Nia’s “Sustainable Planet” solution theme. Led by a woman CEO and with more than 50% female board members, Radius fulfills Nia’s gender criteria. The company’s primary challenges in the past year have been tightened scrap supply volumes and lower average selling prices for their finished products which have impacted their margins. Demand for recycled steel products was also lower, which negatively impacted the top line. The company has focused on productivity initiatives through the year to protect the bottom line and cash flow and has guided improvements in the demand cycle.

 

With continued gratitude for your interest in aligning investments with an economy that works for all of us, and with much care,

 

The Nia Team

 

Past performance is not predictive of future performance. Investment results and principal value will fluctuate such that shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Performance data current to the most recent month end are available by calling 1-833-571-2833.

 

Investors are strongly advised to consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. The Fund’s prospectus contains this and other important information. To obtain a copy of the Fund’s prospectus call 1-833-571-2833 or visit the Fund’s website at www.niaimpactfunds.com and a copy will be sent to you free of charge. Please read the prospectus carefully before you invest. The Fund is distributed by Ultimus Fund Distributors, LLC.

 

This Letter to Shareholders seeks to describe some of the Adviser’s current opinions and views of the financial markets. Although the Adviser believes it has a reasonable basis for any opinions or views expressed, actual results may differ, sometimes significantly so, from those expected or expressed. The securities held by the Fund that are discussed in the Letter to Shareholders were held during the period covered by this Report. They do not comprise the entire investment portfolio of the Fund, may be sold at any time and may no longer be held by the Fund. For a complete list of 

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securities held by the Fund as of February 29, 2024, please see the Schedule of Investments section of the annual report. The opinions of the Adviser with respect to those securities may change at any time.

 

Statements in the Letter to Shareholders that reflect projections or expectations for future financial or economic performance of the Fund and the market in general and statements of the Fund’s plans and objectives for future operations are forward-looking statements. No assurance can be given that actual results or events will not differ materially from those projected, estimated, assumed, or anticipated in any such forward-looking statements. Important factors that could result in such differences, in addition to factors noted with such forward-looking statements include, without limitation, general economic conditions, such as inflation, recession, and interest rates.

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NIA IMPACT SOLUTIONS FUND
PERFORMANCE INFORMATION
February 29, 2024 (Unaudited)

 

Comparison of the Change in Value of a $10,000 Investment in Nia Impact Solutions Fund (since
inception 5/10/2022) versus the MSCI ACWI IMI

 

(LINE GRAPH)

 

     
  Average Annual Total Returns (a)  
  (for the periods ended February 29, 2024)  
           
        Since  
        Inception  
    1 Year   (5/10/2022)  
  Nia Impact Solutions Fund 8.53%   6.45%  
  MSCI ACWI IMI (b) 21.62%   13.05%  
           

 

(a)The Fund’s total returns do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

(b)The Morgan Stanley Capital International (“MSCI”) ACWI Investable Market Index (IMI) is an unmanaged index. The MSCI ACWI IMI is based on the MSCI Global Investable Market Indexes (GIMI) Methodology —a comprehensive and consistent approach to index construction that allows for meaningful global views and cross regional comparisons across all market capitalization size, sector and style segments and combinations. This methodology aims to provide exhaustive coverage of the relevant investment opportunity set with a strong emphasis on index liquidity, investability and replicability. The performance of an index assumes no transaction costs, taxes, management fees or other expenses. A direct investment in an index is not possible.

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NIA IMPACT SOLUTIONS FUND
PORTFOLIO INFORMATION
February 29, 2024 (Unaudited)

 

Sector Diversification (% of Net Assets)

 

(BAR CHART) 

 

  % of
Top 10 Equity Holdings Net Assets
International Business Machines Corporation 4.4%
Stantec, Inc. 4.3%
Vertex Pharmaceuticals, Inc. 4.0%
Taiwan Semiconductor Manufacturing Company Ltd. - ADR 3.3%
SAP SE - ADR 3.1%
AECOM 3.1%
Iron Mountain, Inc. 3.1%
Xylem, Inc. 3.0%
Schneider Electric SE - ADR 3.0%
Carlisle Companies, Inc. 2.9%

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NIA IMPACT SOLUTIONS FUND
SCHEDULE OF INVESTMENTS
February 29, 2024
COMMON STOCKS — 91.2%  Shares   Value 
Communications — 1.8%          
Internet Media & Services — 0.9%          
Zillow Group, Inc. - Class A (a)   12,330   $666,560 
           
Telecommunications — 0.9%          
PLDT, Inc. - ADR   29,216    673,137 
           
Consumer Discretionary — 4.4%          
Automotive — 1.0%          
BorgWarner, Inc.   23,950    745,563 
           
Consumer Services — 2.4%          
Stride, Inc. (a)   28,728    1,716,498 
           
Home & Office Products — 1.0%          
Steelcase, Inc. - Class A   54,632    750,644 
           
Consumer Staples — 4.0%          
Beverages — 0.9%          
Vita Coco Company, Inc. (The) (a)   23,677    617,970 
           
Food — 3.1%          
Danone S.A. - ADR   159,990    2,041,472 
Hain Celestial Group, Inc. (The) (a)   24,504    245,040 
         2,286,512 
Energy — 5.6%          
Renewable Energy — 5.6%          
Brookfield Renewable Corporation - Class A   31,868    755,909 
First Solar, Inc. (a)   12,122    1,865,455 
Sunrun, Inc. (a)   30,683    369,423 
Vestas Wind Systems A/S - ADR (a)   124,744    1,152,635 
         4,143,422 
Financials — 4.2%          
Asset Management — 1.7%          
Sanlam Ltd. - ADR   166,190    1,278,001 
           
Banking — 2.5%          
Amalgamated Financial Corporation   79,716    1,839,846 

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NIA IMPACT SOLUTIONS FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 91.2% (Continued)  Shares   Value 
Health Care — 14.6%          
Biotech & Pharma — 10.2%          
Daiichi Sankyo Company Ltd. - ADR   36,209   $1,189,828 
Gilead Sciences, Inc.   27,847    2,007,769 
Organon & Company   77,605    1,351,103 
Vertex Pharmaceuticals, Inc. (a)   6,995    2,943,076 
         7,491,776 
Medical Equipment & Devices — 4.4%          
Hologic, Inc. (a)   20,702    1,527,807 
Thermo Fisher Scientific, Inc.   2,922    1,666,066 
         3,193,873 
Industrials — 18.3%          
Commercial Support Services — 2.5%          
AMN Healthcare Services, Inc. (a)   15,460    869,934 
Radius Recycling, Inc.   47,463    937,869 
         1,807,803 
Electrical Equipment — 4.4%          
NEXTracker, Inc. - Class A (a)   18,134    1,019,856 
Schneider Electric SE - ADR   47,700    2,168,442 
         3,188,298 
Engineering & Construction — 7.4%          
AECOM   25,785    2,290,481 
Stantec, Inc.   37,951    3,163,216 
         5,453,697 
Machinery — 4.0%          
Mueller Water Products, Inc. - Series A   47,213    734,162 
Xylem, Inc.   17,546    2,229,220 
         2,963,382 
Materials — 5.3%          
Construction Materials — 2.9%          
Carlisle Companies, Inc.   6,111    2,138,850 
           
Containers & Packaging — 1.3%          
Brambles Ltd. - ADR   47,962    938,616 
           
Forestry, Paper & Wood Products — 1.1%          
Sylvamo Corporation   13,365    807,380 

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NIA IMPACT SOLUTIONS FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 91.2% (Continued)  Shares   Value 
Real Estate — 5.1%          
Real Estate Owners & Developers — 0.6%          
City Developments Ltd. - ADR   102,422   $429,148 
           
REITs — 4.5%          
Hannon Armstrong Sustainable Infrastructure Capital, Inc.   41,927    1,055,303 
Iron Mountain, Inc.   28,656    2,253,508 
         3,308,811 
Technology — 27.1%          
Semiconductors — 7.3%          
Advanced Micro Devices, Inc. (a)   8,345    1,606,663 
STMicroelectronics N.V.   30,006    1,368,874 
Taiwan Semiconductor Manufacturing Company Ltd. - ADR   18,559    2,387,986 
         5,363,523 
Software — 10.9%          
Autodesk, Inc. (a)   2,826    729,588 
Duolingo, Inc. (a)   4,257    1,017,423 
Fortinet, Inc. (a)   27,084    1,871,775 
Palo Alto Networks, Inc. (a)   6,886    2,138,447 
SAP SE - ADR   12,249    2,301,220 
         8,058,453 
Technology Hardware — 2.0%          
Apple, Inc.   8,044    1,453,953 
           
Technology Services — 6.9%          
International Business Machines Corporation   17,271    3,195,653 
Wolters Kluwer N.V. - ADR   11,790    1,861,052 
         5,056,705 
Utilities — 0.8%          
Gas & Water Utilities — 0.8%          
California Water Service Group   13,134    602,719 
           
Total Common Stocks (Cost $59,700,765)       $66,975,140 

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NIA IMPACT SOLUTIONS FUND
SCHEDULE OF INVESTMENTS (Continued)
MONEY MARKET FUNDS — 8.7%  Shares   Value 
First American Government Obligations Fund - Class X, 5.23% (b)   3,557,770   $3,557,770 
First American Treasury Obligations Fund - Class X, 5.23% (b)   2,817,534    2,817,534 
Total Money Market Funds (Cost $6,375,304)       $6,375,304 
           
Investments at Value — 99.9% (Cost $66,076,070)       $73,350,444 
           
Other Assets in Excess of Liabilities — 0.1%        78,201 
           
Net Assets — 100.0%       $73,428,645 

 

A/S - Aktieselskab
 
ADR - American Depositary Receipt
 
N.V. - Naamloze Vennootschap
 
S.A. - Societe Anonyme
 
SE - Societe Europaea

 

(a)Non-income producing security.

 

(b)The rate shown is the 7-day effective yield as of February 29, 2024.

 

See accompanying notes to financial statements.

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NIA IMPACT SOLUTIONS FUND
STATEMENT OF ASSETS AND LIABILITIES
February 29, 2024
ASSETS    
Investments in securities:     
At cost  $66,076,070 
At value (Note 2)  $73,350,444 
Receivable for capital shares sold   2,340 
Dividends receivable   97,266 
Tax reclaims receivable   22,092 
Other assets   13,574 
Total assets   73,485,716 
      
LIABILITIES     
Payable to Adviser (Note 4)   34,758 
Payable to administrator (Note 4)   11,242 
Other accrued expenses   11,071 
Total liabilities   57,071 
      
CONTINGENCIES AND COMMITMENTS (Note 7)    
      
NET ASSETS  $73,428,645 
      
NET ASSETS CONSIST OF:     
Paid-in capital  $69,195,720 
Distributable earnings   4,232,925 
NET ASSETS  $73,428,645 
      
Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)   6,610,784 
      
Net asset value, offering price and redemption price per share (Note 2)  $11.11 

 

See accompanying notes to financial statements.

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NIA IMPACT SOLUTIONS FUND
STATEMENT OF OPERATIONS
For the Year Ended February 29, 2024
INVESTMENT INCOME     
Dividends  $1,034,256 
Foreign witholding taxes on dividends   (51,505)
Total investment income   982,751 
      
EXPENSES     
Management fees (Note 4)   571,506 
Administration fees (Note 4)   64,057 
Registration and filing fees   41,576 
Transfer agent fees (Note 4)   34,524 
Fund accounting fees (Note 4)   32,220 
Legal fees   26,279 
Trustees’ fees and expenses (Note 4)   19,664 
Audit and tax services fees   18,415 
Compliance fees (Note 4)   15,000 
Offering costs (Note 2)   11,513 
Custodian and bank service fees   9,125 
Shareholder reporting expenses   7,957 
Networking fees   6,024 
Postage and supplies   5,410 
Insurance expense   3,166 
Other expenses   7,799 
Total expenses   874,235 
Less fee reductions by the Adviser (Note 4)   (278,666)
Net expenses   595,569 
      
NET INVESTMENT INCOME   387,182 
      
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS     
Net realized losses from investments transactions   (2,158,865)
Net change in unrealized appreciation (depreciation) on investments   7,493,422 
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS   5,334,557 
      
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $5,721,739 

 

See accompanying notes to financial statements.

14

 

NIA IMPACT SOLUTIONS FUND
STATEMENTS OF CHANGES IN NET ASSETS
   Year   Period 
   Ended   Ended 
   February 29,   February 28, 
   2024   2023(a) 
FROM OPERATIONS          
Net investment income  $387,182   $90,249 
Net realized losses from investment transactions   (2,158,865)   (879,962)
Net change in unrealized appreciation (depreciation) on investments   7,493,422    (219,048)
Net increase (decrease) in net assets resulting from operations   5,721,739    (1,008,761)
           
DISTRIBUTIONS TO SHAREHOLDERS   (372,083)   (109,730)
           
FROM CAPITAL SHARE TRANSACTIONS          
Proceeds from shares sold   19,961,959    50,545,648 
Net asset value of shares issued in reinvestment of distributions to shareholders   362,364    106,407 
Payments for shares redeemed   (1,691,014)   (87,884)
Net increase in net assets from capital share transactions   18,633,309    50,564,171 
           
TOTAL INCREASE IN NET ASSETS   23,982,965    49,445,680 
           
NET ASSETS          
Beginning of period   49,445,680     
End of period  $73,428,645   $49,445,680 
           
CAPITAL SHARES ACTIVITY          
Shares sold   1,934,576    4,802,990 
Shares reinvested   32,734    10,803 
Shares redeemed   (161,919)   (8,400)
Net increase in shares outstanding   1,805,391    4,805,393 
Shares outstanding, beginning of period   4,805,393     
Shares outstanding, end of period   6,610,784    4,805,393 

 

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

 

See accompanying notes to financial statements.

15

 

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

 

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

 

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

 

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

 

(d)Not annualized.

 

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

 

(f)Annualized.

 

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

 

See accompanying notes to financial statements.

16

 

NIA IMPACT SOLUTIONS FUND
NOTES TO FINANCIAL STATEMENTS
February 29, 2024

 

1. Organization

 

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

 

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

 

2. Significant Accounting Policies

 

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

 

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

 

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

17

 

NIA IMPACT SOLUTIONS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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

 

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

 

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

 

Level 1 – quoted prices in active markets for identical securities

 

Level 2 – other significant observable inputs

 

Level 3 – significant unobservable inputs

 

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

 

The following is a summary of the Fund’s investments based on the inputs used to value the investments as of February 29, 2024, by security type:

 

   Level 1   Level 2   Level 3   Total 
Common Stocks  $66,975,140   $   $   $66,975,140 
Money Market Funds   6,375,304            6,375,304 
Total  $73,350,444   $   $   $73,350,444 
                     

 

Refer to the Fund’s Schedule of Investments for a listing of common stocks by sector and industry type. The Fund did not hold any derivative instruments or any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the year ended February 29, 2024.

 

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

 

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

18

 

NIA IMPACT SOLUTIONS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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

 

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

 

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

 

Offering costs – The Adviser advanced some of the Fund’s initial offering costs and was subsequently reimbursed by the Fund. Costs of $15,350 incurred in connection with the offering and initial registration had been deferred and are being subsequently amortized on a straight-line basis over the first twelve months after commencement of operations. As of February 29, 2024, there were no unamortized offering costs remaining in the Fund.

 

Distributions to shareholders – The Fund distributes to shareholders any net investment income dividends and net realized capital gains on an annual basis. The amount of such dividends and distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. For the year ended February 29, 2024 and period ended February 28, 2023, the tax character of all distributions paid to shareholders was ordinary income.

 

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

 

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

 

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

19

 

NIA IMPACT SOLUTIONS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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

 

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

 

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

 

For the year ended February 29, 2024, the Fund reclassified $1,371 of accumulated deficit against paid-in capital on the Statement of Assets and Liabilities. Such reclassifications, the result of permanent differences between the financial statement and income tax reporting requirements, has no effect on the Fund’s net assets or NAV per share.

 

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

 

The Fund recognizes the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” of being sustained assuming examination by tax authorities. Management has reviewed the Fund’s tax positions for all open tax periods (February 29, 2024 and February 28, 2023) and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements.

 

The Fund identifies its major tax jurisdiction as U.S. Federal. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax on the Statement of Operations. During the year ended February 29, 2024, the Fund did not incur any interest penalties.

 

3. Investment Transactions

 

During the year month ended February 29, 2024, the cost of purchases and proceeds from sales of investment securities, other than short-term investments, amounted to $24,701,027 and $10,420,013, respectively.

 

4. Transactions with Related Parties

 

INVESTMENT ADVISORY AGREEMENT

 

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

20

 

NIA IMPACT SOLUTIONS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

Pursuant to an Expense Limitation Agreement (“ELA”) between the Fund and the Adviser, the Adviser has agreed contractually, until June 30, 2025, to reduce its management fees and reimburse other expenses to the extent necessary to limit total annual fund operating expenses (exclusive of brokerage costs, taxes, interest, borrowing costs such as interest and dividend expenses on securities sold short, costs to organize the Fund, acquired fund fees and expenses, and extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business) to an amount not exceeding 0.99% of the Fund’s average daily net assets. Accordingly, during the year ended February 29, 2024, the Adviser reduced its management fees in the amount of $278,666.

 

Under the terms of the ELA, management fee reductions and/or expense reimbursements by the Adviser are subject to repayment by the Fund for a period of three years after such date that fees and expenses were incurred, provided that the repayments do not cause total annual fund operating expenses to exceed the lesser of (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. Prior to June 30, 2025, this agreement may not be modified or terminated without the approval of the Fund’s Board. This agreement will terminate automatically if the Fund’s investment advisory agreement with the Adviser is terminated. As of February 29, 2024, the Adviser may seek repayment of management fee reductions and expense reimbursements in the amount of $455,789 no later than the dates listed below:

 

      
February 28, 2026  $177,123 
February 28, 2027   278,666 
Total  $455,789 
      

 

OTHER SERVICE PROVIDERS

 

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

 

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

 

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

 

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

21

 

NIA IMPACT SOLUTIONS 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 February 29, 2024, the following shareholder owned of record more than 25% of the outstanding shares of the Fund:

 

Name of Record Owner % Ownership
Northern Trust (for the benefit of Libra Foundation) 54%

 

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

 

5. ESG Investing Risk

 

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

 

6. Sector Risk

 

If the Fund has significant investments in the securities of issuers in industries within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss of an investment in the Fund and increase the volatility of the Fund’s net asset value per share. From time to time, a particular set of circumstances may affect this sector or companies within the sector. For instance, economic or market factors, regulation

22

 

NIA IMPACT SOLUTIONS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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 February 29, 2024, the Fund had 27.1% of the value of its net assets invested in stocks within the Technology sector.

 

7. Contingencies and Commitments

 

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

 

8. Subsequent Events

 

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

23

 

NIA IMPACT SOLUTIONS FUND

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

To the Shareholders of Nia Impact Solutions Fund and

Board of Trustees of Ultimus Managers Trust

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Nia Impact Solutions Fund (the “Fund”), a series of Ultimus Managers Trust, as of February 29, 2024, the related statement of operations for the year then ended, the statements of changes in net assets and financial highlights for the year then ended and the period from May 10, 2022 (commencement of operations) through February 28, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of February 29, 2024, the results of its operations for the year then ended, and the changes in net assets and financial highlights for the year then ended and the period from May 10, 2022 (commencement of operations) through February 28, 2023, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of February 29, 2024, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Fund’s auditor since 2022.

 

(SIGNATURE)

 

COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
April 29, 2024

24

 

NIA IMPACT SOLUTIONS FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (Unaudited)

 

The Board has overall responsibility for management of the Trust’s affairs. The Trustees serve during the lifetime of the Trust and until its termination, or until death, resignation, retirement, or removal. The Trustees, in turn, elect the officers of the Fund to actively supervise their day-to-day operations. The officers have been elected for an annual term. Each Trustee’s and officer’s address is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. The following are the Trustees and executive officers of the Fund:

 

Name and
Year of Birth
Length of
Time Served
Position(s) held
with Trust
Principal
Occupation(s)
During Past 5 Years
Number of
Funds in
the Trust
Overseen by
Trustee
Directorship(s)
of Public
Companies Held
by Trustee During
Past 5 Years
Independent Trustees:
Janine L. Cohen
Year of Birth: 1952
Since 2016 Chairperson (2019 to present) Trustee (2016 to present) Retired; previously Chief Financial Officer from 2004 to 2013 and Chief Compliance Officer from 2008 to 2013 at AER Advisors, Inc. 32 n/a
Robert E. Morrison
Year of Birth: 1957
Since 2019 Trustee (2019 to present; and previously 2012 to 2014) Managing Director at Midwest Trust and FCI Advisors (2022 to present); Senior Vice President and National Practice Lead for Investment, Huntington National Bank/Huntington Private Bank (2014 to 2022); CEO, CIO, President of 5 Star Investment Management Company (2006 to 2014) 32 n/a
Clifford N. Schireson
Year of Birth: 1953
Since 2019 Trustee Retired; Founder of Schireson Consulting, LLC (2017 to 2022); Director of Institutional Services for Brandes Investment Partners, LP (2004 to 2017) 32 Trustee of the San Diego City Employees’ Retirement System (2019 to present)
Keith Shintani
Year of Birth: 1963
Since 2024 Trustee Retired; Senior Vice President of Relationship Management at U.S. Bank Global Fund Services (1998 to 2022) 32 Trustee of the Matrix Advisors Funds Trust (2023 to present)

25

 

NIA IMPACT SOLUTIONS FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued)

 

Name and
Year of Birth
Length of
Time Served
Position(s) held
with Trust
Principal
Occupation(s)
During Past 5 Years
Number of
Funds in
the Trust
Overseen by
Trustee
Directorship(s)
of Public
Companies Held
by Trustee During
Past 5 Years
Independent Trustees (Continued):

Jacqueline A. Williams

Year of Birth: 1954

Since 2019 Trustee Managing Member of Custom Strategy Consulting, LLC (2017 to present); Managing Director of Global Investment Research (2005 to 2017), Cambridge Associates, LLC 32 n/a

26

 

NIA IMPACT SOLUTIONS FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued)

 

Name and
Year of Birth
Length of
Time Served
Position(s) held
with Trust
Principal Occupation(s) During Past 5 Years
Executive Officers:
Todd E. Heim
Year of Birth: 1967

2021 to present 2014 to 2021

President

 

Vice President

Senior Vice President, Relationship Management (2023 to present), Vice President, Relationship Management (2018 to 2023), and Assistant Vice President, Client Implementation Manager with Ultimus Fund Solutions, LLC (2014 to 2018)
Shannon Thibeaux-
Burgess
Year of Birth: 1970
2023 to present Vice President Senior Vice President, Relationship Management with Ultimus Fund Solutions, LLC (2022 to present); Head of Regulatory Service with J.P. Morgan Chase & Co. (2020 to 2022); Chief Administrative Officer of State Street Bank (2013 to 2020)
Daniel D. Bauer
Year of Birth: 1977

2024 to present 2016 to 2024

Treasurer

 

Assistant Treasurer

Vice President of Fund Accounting (2022 to present), Assistant Vice President of Fund Accounting (2020 to 2022), and AVP, Assistant Mutual Fund Controller (2015 to 2020) of Ultimus Fund Solutions, LLC
Angela A. Simmons
Year of Birth: 1975
2022 to present Assistant Treasurer Vice President of Financial Administration (2022 to present) and Assistant Vice President, Financial Administration (2015 to 2022) of Ultimus Fund Solutions, LLC
Susan J. Bateman
Year of Birth: 1966
2024 to present Assistant Treasurer Assistant Vice President of Financial Administration (2023 to present) and Assistant Vice President, Financial Administration of Citi Fund Services, Inc. (2018 to 2023)
Karen Jacoppo-Wood
Year of Birth: 1966
2023 to present Secretary Senior Vice President and Associate General Counsel of Ultimus Fund Solutions, LLC (2022 to present); Managing Director and Managing Counsel (2019 to 2022) and Vice President and Counsel (2014 to 2019) of State Street Bank and Trust Company
Natalie S. Anderson
Year of Birth:1975
2016 to present Assistant Secretary Legal Administration Manager (2016 to present) and Paralegal (2015 to 2016) of Ultimus Fund Solutions, LLC
Jesse Hallee
Year of Birth: 1976
2023 to present Assistant Secretary Senior Vice President and Associate General Counsel of Ultimus Fund Solutions, LLC (June 2019 to present); Vice President and Managing Counsel, State Street Bank and Trust Company (2013 to 2019)
Gweneth K. Gosselink
Year of Birth: 1955
2020 to present Chief Compliance Officer Assistant Vice President, Compliance Officer at Ultimus Fund Solutions, LLC (2019 to present); CCO Consultant at GKG Consulting, LLC (2019 to 2021); Chief Operating Officer & CCO at Miles Capital, Inc. (2013 to 2019)

27

 

NIA IMPACT SOLUTIONS FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued)

 

Name and
Year of Birth
Length of
Time Served
Position(s) held
with Trust
Principal Occupation(s) During Past 5 Years
Executive Officers (Continued):
Martin Dean
Year of Birth: 1963

2020 to present

 

 

2019 to 2020

 

 

 

2016 to 2017

Assistant Chief Compliance Officer

 

Interim Chief Compliance Officer

 

Assistant Chief Compliance Officer

President of Northern Lights Compliance Services, LLC (February 2023 to present); Senior Vice President, Head of Fund Compliance (2020 to January 2023) and Vice President & Director of Fund Compliance of Ultimus Fund Solutions, LLC (2016 to 2020)

 

Additional information about members of the Board and executive officers is available in the Fund’s Statement of Additional Information (“SAI”). To obtain a free copy of the SAI, please call toll free 1-833-571-2833.

28

 

NIA IMPACT SOLUTIONS FUND
DISCLOSURE REGARDING APPROVAL OF THE INVESTMENT
ADVISORY AGREEMENT (Unaudited)

 

The Board of Trustees (the “Board”), including the Independent Trustees voting separately, has reviewed and approved the continuance of the Nia Impact Solution Fund’s (the “Fund”) Investment Advisory Agreement with Nia Impact Capital (the “Adviser” or “Nia”) for an additional one-year term. The Board approved the continuance of the Investment Advisory Agreement at a meeting held on January 16-17, 2024, at which all of the Trustees were present (the “Meeting”).

 

Prior to the Meeting, Nia 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 Investment Advisory Agreement with respect to the Fund. In approving the continuance of the Investment 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 Nia, (2) the investment performance of the Fund, (3) the costs of the services provided and profits realized by Nia from Nia’s relationship with the Fund, (4) the financial condition of Nia, (5) the fall out benefits derived by Nia 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 Nia’s services also took into consideration their knowledge gained through presentations and reports from Nia 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 Nia, including the professional experience and qualifications of senior personnel. In evaluating the quality of services provided by Nia, the Board took into account its familiarity with Nia’s senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account Nia’s compliance policies and procedures based on discussion with Nia and the Trust’s Chief Compliance Officer. The quality of administrative and other services, including Nia’s role in coordinating the activities of the Fund’s other service providers, was also considered. The Board noted that Nia currently did not have any affiliated entities. The Board discussed the nature and extent of the services provided by Nia including, without limitation, Nia’s provision of a continuous investment program for the Fund. The Board considered the qualifications and experience of Nia’s portfolio managers who are responsible for the day-to day management of the Fund’s portfolio, as well as the qualifications of other individuals at Nia who provide services to the Fund. The Board also considered Nia’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 Nia under the Investment Advisory Agreement.

29

 

NIA IMPACT SOLUTIONS FUND
DISCLOSURE REGARDING APPROVAL OF THE 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 Nia’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 Nia’s commitment to limit the Fund’s expenses under the Expense Limitation Agreement until at least June 30, 2025. The Board noted that the 0.95% advisory fee for the Fund was higher than the median and average for the other funds in its Broadridge custom peer group. The Board further noted that the overall net expense ratio for the Fund of 0.99% was higher than the median and average expense ratio for the other funds in the Fund’s custom peer group. The Board took into account Nia’s response in its materials that the uniqueness of the Fund’s investment thesis and the research process involving company due diligence and corporate engagement impacted the Fund’s fee rate.

 

The Board also compared the fees paid by the Fund to the fees paid by other clients of Nia and considered the similarities and differences in services received by such other clients as compared to the services received by the Fund. The Board noted that the Fund’s advisory fee rate was equal to the largest breakpoint in the fee charged to SMA accounts after limit and waiver of expenses.

 

Fund Performance

 

The Board also considered, among other data, the Fund’s performance results during certain periods October 31, 2023, 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’s performance for the one-year period ended October 31, 2023 was in the fourth quartile of the Broadridge custom peer group. The Board further noted that the Fund’s performance was comparable to other accounts managed by Nia over all periods. The Board took into account Nia’s efforts to address the underperformance of the Fund, as detailed in Nia’s responses in its materials.

 

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 Nia 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 Investment 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,

30

 

NIA IMPACT SOLUTIONS FUND
DISCLOSURE REGARDING APPROVAL OF THE INVESTMENT
ADVISORY AGREEMENT (Unaudited) (Continued)

 

and considered Nia’s assertion that adding breakpoints was not appropriate 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 Nia and the direct and indirect benefits derived by Nia from its relationship with the Fund. The information considered by the Board included operating profit margin information for Nia’s business as a whole. The Board considered Nia’s commitment to contractually limit the Fund’s net operating expenses. The Board reviewed the profitability of Nia’s relationship with the Fund both before and after tax expenses, noting that the Fund was not profitable at this time. The Board also considered whether Nia has the financial wherewithal to continue to provide services to the Fund, noting its ongoing commitment to provide support and resources to the Fund as needed.

 

Fall-Out Benefits

 

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

 

In considering the renewal of the Investment 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) Nia demonstrated that it possesses the capability and resources to perform the duties required of it under the Investment Advisory Agreement; (b) Nia 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 Nia and the other factors considered. Based on their conclusions, the Trustees determined with respect to the Fund that continuation of the Investment Advisory Agreement was in the best interests of the Fund and its shareholders.

31

 

NIA IMPACT SOLUTIONS FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited)

 

We believe it is important for you to understand the impact of costs on your investment. As a shareholder of the Fund, you incur ongoing costs, including management fees, and other operating expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

A mutual fund’s ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The expenses in the table below are based on an investment of $1,000 made at the beginning of the most recent period (September 1, 2023) and held until the end of the period (February 29, 2024).

 

The table below illustrates the Fund’s ongoing costs in two ways:

 

Actual fund return – This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from the Fund’s actual return, and the fourth column shows the dollar amount of operating expenses that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.

 

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for the Fund under the heading “Expenses Paid During Period.”

 

Hypothetical 5% return – This section is intended to help you compare the Fund’s ongoing costs with those of other mutual funds. It assumes that the Fund had an annual return of 5% before expenses during the period shown, but that the expense ratio is unchanged. In this case, because the return used is not the Fund’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the U.S. Securities and Exchange Commission (the “SEC”) requires all mutual funds to calculate expenses based on a 5% return. You can assess the Fund’s ongoing costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

 

Note that expenses shown in the table are meant to highlight and help you compare ongoing costs only. The Fund does not charge transaction fees, such as purchase or redemption fees, nor does it carry a “sales load.”

 

The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

 

More information about the Fund’s expenses can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to the Fund’s prospectus.

32

 

NIA IMPACT SOLUTIONS FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited) (Continued)

 

  Beginning Ending    
  Account Value Account Value Net Expenses Paid
  September 1, February 29, Expense During
  2023 2024 Ratio (a) Period (b)
Based on Actual Fund Return $1,000.00 $1,097.00 0.99% $5.16
Based on Hypothetical 5% Return (before expenses) $1,000.00 $1,020.00 0.99% $4.99

 

(a)Annualized, based on the Fund’s most recent one-half year expenses.

 

(b)Expenses are equal to the Fund’s annualized net expense ratio multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

 

OTHER INFORMATION (Unaudited)

 

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

 

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

 

FEDERAL TAX INFORMATION (Unaudited)

 

Qualified Dividend Income – The Fund designates 100.00% of its ordinary income dividends, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate.

 

Dividends Received Deduction – Corporate shareholders are generally entitled to take the dividends received deduction on the portion of a Fund’s dividend distribution that qualifies under tax law. For the Fund’s year ended February 29, 2024, 100.00% of ordinary income dividends qualifies for the corporate dividends received deduction.

33

 

NIA IMPACT SOLUTIONS FUND
LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

 

The Fund has adopted and implemented a written liquidity risk management program (the “Program”) as required by Rule 22e-4 (the “Liquidity Rule”) under the Investment Company Act of 1940, as amended. The Program is reasonably designed to assess and manage the Fund’s liquidity risk, taking into consideration, among other factors, the Fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short-and long-term cash flow projections; and its cash holdings and access to other funding sources. The Fund’s Board of Trustees (the “Board”) approved the appointment of the Liquidity Administrator Committee, comprising of the Fund’s Adviser and certain Trust officers, to be responsible for the Program’s administration and oversight and for reporting to the Board on at least an annual basis regarding the Program’s operation and effectiveness. The annual written report assessing the Program (the “Report”) was presented to the Board at the October 16-17, 2023 Board meeting and covered the period from June 1, 2022 to May 31, 2023 (the “Review Period”).

 

During the Review Period, the Fund did not experience unusual stress or disruption to its operations related to purchase and redemption activity. Also, during the Review Period, the Fund held adequate levels of cash and highly liquid investments to meet shareholder redemption activities in accordance with applicable requirements. The Report concluded that the Program is reasonably designed to prevent violation of the Liquidity Rule and the Program has been effectively implemented.

34

 

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Nia Impact-AR-24

 

 

 

(b)Not applicable.

 

Item 2. Code of Ethics.

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. Pursuant to Item 13(a)(1), a copy of registrant’s code of ethics is filed as an exhibit to this Form N-CSR. During the period covered by this report, the code of ethics has not been amended, and the registrant has not granted any waivers, including implicit waivers, from the provisions of the code of ethics.

Item 3. Audit Committee Financial Expert.

The registrant’s board of trustees has determined that the registrant has at least one audit committee financial expert serving on its audit committee. The name of the audit committee financial expert is Janine L. Cohen. Ms. Cohen is “independent” for purposes of this Item.

Item 4. Principal Accountant Fees and Services.

(a)Audit Fees. The aggregate fees billed for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $45,000 and $42,000 with respect to the registrant’s fiscal years ended February 29, 2024 and February 28, 2023, respectively.
(b)Audit-Related Fees. No fees were billed in the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item.
(c)Tax Fees. The aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $9,000 and $9,000 with respect to the registrant’s fiscal years ended February 29, 2024 and February 28, 2023, respectively. The services comprising these fees are the preparation of the registrant’s federal income and excise tax returns.
(d)All Other Fees. No fees were billed in the last fiscal year for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item.
(e)(1)The audit committee has not adopted pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
(e)(2)None of the services described in paragraph (b) through (d) of this Item were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f)Less than 50% of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
(g)During the fiscal years ended February 29, 2024 and February 28, 2023, aggregate non-audit fees of $9,000 and $9,000, respectively, were billed by the registrant’s principal accountant for services rendered to the registrant. No non-audit fees were billed in the last two fiscal years by the registrant’s principal accountant for services rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.
(h)The principal accountant has not provided any non-audit services to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling,
 
 

controlled by, or under common control with the investment adviser that provides ongoing services to the registrant.

(i)Not applicable
(j)Not applicable

Item 5. Audit Committee of Listed Registrants.

Not applicable

Item 6. Schedule of Investments.

(a)Not applicable [schedule filed with Item 1]
(b)Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable

Item 8.Portfolio Managers of Closed-End Management Investment Companies.

Not applicable

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable

Item 10. 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 11. 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 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

Not applicable

 

Item 13.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: Attached hereto

(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 accountants: Not applicable

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

Exhibit 99.CODE ETH Code of Ethics

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 May 3, 2024    
       
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
       
By (Signature and Title)* /s/ Todd E. Heim  
    Todd E. Heim, President and Principal Executive Officer  
       
Date May 3, 2024    
       
By (Signature and Title)* /s/ Daniel D. Bauer  
    Daniel D. Bauer, Treasurer and Principal Financial Officer  
       
Date May 3, 2024    

 

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


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

cert1.htm

cert2.htm

coe.htm