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) |
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 strategys 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 2023s 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,
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 Funds prospectus contains this and other important information. To obtain a copy of the Funds prospectus please visit the Funds 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 Advisers 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 Funds 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 Funds 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
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 Funds 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)
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 | ||||||
McDonalds 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 | ||||||
Dicks 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 | ||||||
Lowes 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 | ||||||
LOreal 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% | ||||||||
Caseys 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 (000s) | $ | 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 Funds 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 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.
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 securitys last sale price on the securitys primary exchange, if available, otherwise at the exchanges 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds understanding of the applicable countrys 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds assets and determining the composition of the Funds 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 Funds 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 Funds 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 Funds 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 Funds Investor Class shares. The annual limitation for payment of expenses pursuant to the Plan is 0.25% of the Funds 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 Funds outstanding shares may be considered a controlling person. That shareholders 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 Trusts 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 Funds 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 Funds management. Our responsibility is to express an opinion on the Funds 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 Funds auditor since 2020.
COHEN &
COMPANY, LTD.
Philadelphia, Pennsylvania
April 29, 2024
31
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND |
ABOUT YOUR FUNDS 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 funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 FUNDS EXPENSES (Unaudited) (Continued) |
More information about the Funds expenses can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to the Funds 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 SECs 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 SECs 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 SECs website at www.sec.gov and on the Funds 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 Funds dividend distribution that qualifies under tax law. For the Funds 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 Trusts 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 Trustees and officers 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 Funds 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 Funds (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 Advisers and Sub-Advisers 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 Funds shareholders. The Independent Trustees evaluation of the quality of the Advisers and Sub-Advisers 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-Advisers senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account the Adviser and Sub-Advisers compliance policies and procedures based on discussion with the Adviser, the Sub-Adviser and the Trusts Chief Compliance Officer. The Board also considered the Advisers 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 Advisers continuous review, supervision and administration of the investment program of the Fund and the Sub-Advisers provision of the continuous investment program for the Fund. The quality of administrative and other services, including the Advisers role in coordinating the activities of the Funds other service providers, was also considered. The Board also considered the Adviser and the Sub-Advisers 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 Funds 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 Advisers commitment to limit the Funds 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-Advisers 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 Advisers process for monitoring the performance of the Sub-Adviser, which included an examination of both qualitative and quantitative elements of the Sub-Advisers 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-Advisers systems, the effectiveness of the Sub-Advisers disaster recovery programs, trade allocation and execution procedures, compliance with the Sub-Advisers 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 Advisers 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 Advisers compliance reviews of the Sub-Adviser would be reported to the Board.
Fund Performance
The Board also considered, among other data, the Funds performance results during certain periods ended October 31, 2023, and noted that the Board reviews on a quarterly basis detailed information about the Funds performance results, portfolio composition and investment strategies. The Board noted that the Funds 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 Funds performance as described by the Adviser.
Economies of Scale
The Board also considered the effect of the Funds 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 Funds 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 Advisers assertion that adding breakpoints was not appropriate at this time. The Board noted that if the Funds 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 Advisers business as a whole, as well as the Sub-Advisers business. The Board considered the Advisers commitment to contractually limit the Funds 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 Advisers 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-Advisers 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 Funds 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 Funds liquidity risk, taking into consideration, among other factors, the Funds 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 Funds Board of Trustees (the Board) approved the appointment of the Liquidity Administrator Committee, comprising of the Funds Adviser and certain Trust officers, to be responsible for the Programs administration and oversight and for reporting to the Board on at least an annual basis regarding the Programs 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 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 Feds 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 Feds 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. AMDs 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 companys stock from the
2
companys 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,
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 Funds prospectus contains this and other important information. To obtain a copy of the Funds 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 Advisers 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 Funds 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
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 Funds 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)
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 (000s) | $ | 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 classs 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 Funds 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 securitys last sale price on the securitys primary exchange, if available, otherwise at the exchanges 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds understanding of the applicable countrys 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds outstanding shares may be considered a controlling person. That shareholders 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 Funds 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 Funds 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 Trusts 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 Funds 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 Funds management. Our responsibility is to express an opinion on the Funds 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 Funds auditor since 2016.
COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
April 29, 2024
21
HVIA EQUITY FUND |
ABOUT YOUR FUNDS 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 funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 FUNDS EXPENSES (Unaudited) (Continued) |
More information about the Funds expenses can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to the Funds 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 Funds most recent one-half year expenses. |
(b) | Expenses are equal to the Funds 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 SECs 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 SECs 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 SECs website at www.sec.gov and on the Funds 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 Funds dividend distribution that qualifies under tax law. For the Funds 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 Trusts 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 Trustees and officers 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 Funds 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 Funds liquidity risk, taking into consideration, among other factors, the Funds 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 Funds Board of Trustees (the Board) approved the appointment of the Liquidity Administrator Committee, comprising of the Funds Adviser and certain Trust officers, to be responsible for the Programs administration and oversight and for reporting to the Board on at least an annual basis regarding the Programs 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
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 Funds 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 Streets 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
1
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. Nias 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 2000s, 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
2
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 Unions 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
Nias 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 Nias 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 Nias gender criteria. Palo Alto strengthened its profitability metrics through the year including operating margin and free cash flow growth. Palo Alto Networks 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 Nias 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. Stantecs environmental consulting work for clients from multiple sectors including renewable energy, transportation and environmental conservation and preservation fits Nias Sustainable Planet solution theme. Stantecs 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 Nias gender criteria and aligned with Nias 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. SolarEdges 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.
4
AMN Healthcare Services Inc.
AMN (-37.48% return, -1.27% attribution)
AMN Healthcare offers staffing and workforce solutions for healthcare organizations. AMN aligns with Nias Healthcare solution theme. With more than 50% women on the board of directors as well as within the executive leadership team, AMN fulfills Nias 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 Nias Sustainable Planet solution theme. Led by a woman CEO and with more than 50% female board members, Radius fulfills Nias gender criteria. The companys 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 Funds prospectus contains this and other important information. To obtain a copy of the Funds prospectus call 1-833-571-2833 or visit the Funds 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 Advisers 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 Funds 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
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 Funds 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)
% 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% |
8
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.
13
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.
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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 (000s) | $ | 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 Funds 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 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 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 securitys last sale price on the securitys primary exchange, if available, otherwise at the exchanges 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds understanding of the applicable countrys 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds business) to an amount not exceeding 0.99% of the Funds 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 Funds Board. This agreement will terminate automatically if the Funds 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 Funds 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 Funds outstanding shares may be considered a controlling person. That shareholders vote could have a more significant effect on matters presented at a shareholders meeting.
5. ESG Investing Risk
The Funds 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 Funds investment process may affect the Funds exposure to certain investments, which may impact the Funds 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 Funds 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 companys 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 Funds 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 Funds 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 Trusts 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 Funds 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 Funds management. Our responsibility is to express an opinion on the Funds 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 Funds auditor since 2022.
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 Trusts 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 Trustees and officers 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 Funds 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 Funds (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 Nias 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 Funds shareholders. The Independent Trustees evaluation of the quality of Nias 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 Nias senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account Nias compliance policies and procedures based on discussion with Nia and the Trusts Chief Compliance Officer. The quality of administrative and other services, including Nias role in coordinating the activities of the Funds 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, Nias provision of a continuous investment program for the Fund. The Board considered the qualifications and experience of Nias portfolio managers who are responsible for the day-to day management of the Funds portfolio, as well as the qualifications of other individuals at Nia who provide services to the Fund. The Board also considered Nias 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 Funds 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 Nias 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 Nias commitment to limit the Funds 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 Funds custom peer group. The Board took into account Nias response in its materials that the uniqueness of the Funds investment thesis and the research process involving company due diligence and corporate engagement impacted the Funds 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 Funds 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 Funds performance results during certain periods October 31, 2023, and noted that the Board reviews on a quarterly basis detailed information about the Funds performance results, portfolio composition and investment strategies. The Board noted that the Funds 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 Funds performance was comparable to other accounts managed by Nia over all periods. The Board took into account Nias efforts to address the underperformance of the Fund, as detailed in Nias responses in its materials.
Economies of Scale
The Board also considered the effect of the Funds 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 Funds 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 Nias assertion that adding breakpoints was not appropriate at this time. The Board noted that if the Funds 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 Nias business as a whole. The Board considered Nias commitment to contractually limit the Funds net operating expenses. The Board reviewed the profitability of Nias 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 Nias 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 Funds 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 FUNDS 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 funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds expenses can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to the Funds prospectus.
32
NIA IMPACT SOLUTIONS FUND |
ABOUT YOUR FUNDS 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 Funds most recent one-half year expenses. |
(b) | Expenses are equal to the Funds 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 SECs 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 SECs 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 SECs website at www.sec.gov and on the Funds 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 Funds dividend distribution that qualifies under tax law. For the Funds 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 Funds liquidity risk, taking into consideration, among other factors, the Funds 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 Funds Board of Trustees (the Board) approved the appointment of the Liquidity Administrator Committee, comprising of the Funds Adviser and certain Trust officers, to be responsible for the Programs administration and oversight and for reporting to the Board on at least an annual basis regarding the Programs 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.