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:  May 31  
     
Date of reporting period:  May 31, 2025  
     

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

 

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

 

 

Item 1. Reports to Stockholders.

 

(a)  
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Adler Value Fund 

Institutional Class (ADLVX)

Annual Shareholder Report - May 31, 2025

Image

Fund Overview

This annual shareholder report contains important information about Adler Value Fund for the period of June 1, 2024 to May 31, 2025. You can find additional information about the Fund at https://www.adlervaluefund.com/fund-literature. You can also request this information by contacting us at (800) 408-4682.

 

What were the Fund’s annualized costs for the last year?

(based on a hypothetical $10,000 investment)

Fund Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Adler Value Fund - Institutional Class
$130
1.25%

How did the Fund perform during the reporting period? 

As the fiscal year progressed, the market narrative began to shift from inflation, the slowing pace of growth in the U.S. economy, and the likelihood and number of cuts in the federal funds rate to include the impact of trade and tariff policies on the U.S. economy.

 

With continued U.S. job growth, moderate U.S. unemployment, and U.S. inflation above the Federal Reserve’s 2% target, the U.S. capital markets reflected expectations for fewer federal funds rate cuts. This development was balanced against the impact of tariff and trade policies. This competition between the level of interest rates (higher for longer) and the relative strength of the U.S. economy (continued growth vs. possibility of a recession) remained a durable theme in U.S. equity markets.

 

For the fiscal year ended May 31, 2025, the Fund’s performance reflected its differences with the S&P 500® Index. The Fund owns one Megacap company (defined by S&P as the top 50 market capitalization companies in the S&P 500® Index) representing 0.3% of the Fund’s assets. Megacap companies represent in excess of 50% of the S&P 500® Index. Information Technology represents 32% of the S&P 500® Index. Information Technology companies represent 2.5% of the Fund’s assets. The Fund’s holdings in the S&P 500® Index represent 45% of the Fund’s assets. The mean market capitalization of the S&P 500® Index is approximately $104 billion. The Fund’s weighted average mean market capitalization is approximately $48 billion.

 

How has the Fund performed since inception? 

Total Return Based on $10,000 Investment

Chart showing performance over last 10 years or since inception
Adler Value Fund - Institutional Class
S&P 500® Index
S&P 500® Value Index
S&P 1000® Value Index
Aug-2018
$10,000
$10,000
$10,000
$9,997
May-2019
$9,890
$9,844
$9,644
$8,807
May-2020
$10,000
$11,108
$10,051
$7,898
May-2021
$15,578
$15,587
$14,055
$13,658
May-2022
$15,321
$15,540
$14,402
$13,202
May-2023
$13,201
$15,994
$14,837
$12,477
May-2024
$15,787
$20,502
$18,403
$14,905
May-2025
$17,006
$23,275
$19,330
$15,287

Average Annual Total Returns 

1 Year
5 Years
Since Inception (August 16, 2018)
Adler Value Fund - Institutional Class
7.72%
11.20%
8.14%
S&P 500® Index
13.52%
15.94%
13.25%
S&P 500® Value Index
5.04%
13.97%
10.19%
S&P 1000® Value Index
2.48%
14.12%
6.45%

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

Fund Statistics 

  • Net Assets$3,918,923
  • Number of Portfolio Holdings39
  • Advisory Fee (net of waivers)$0
  • Portfolio Turnover22%

Asset Weighting (% of total investments)

Group By Asset Type Chart
Value
Value
Common Stocks
84.4%
Money Market Funds
14.2%
Purchased Options
1.4%

What did the Fund invest in? 

Sector Weighting (% of net assets)

Group By Sector Chart
Value
Value
Other Assets in Excess of Liabilities
0.2%
Communications
1.1%
Purchased Options
1.4%
Energy
2.5%
Technology
2.6%
Consumer Staples
3.7%
Utilities
4.3%
Materials
4.7%
Consumer Discretionary
9.7%
Money Market Funds
14.1%
Health Care
14.9%
Financials
40.8%

Top 10 Holdings (% of net assets)

Holding Name
% of Net Assets
Jackson Financial, Inc. - Class A
11.5%
Aflac, Inc.
6.6%
Equitable Holdings, Inc.
6.5%
Citigroup, Inc.
6.2%
Charles Schwab Corporation (The)
6.1%
Coupang, Inc.
5.4%
Alibaba Group Holding Ltd. - ADR
4.3%
PG&E Corporation
4.3%
Walgreens Boots Alliance, Inc.
3.7%
XP, Inc. - Class A
3.5%

Material Fund Changes

No material changes occurred during the year ended May 31, 2025. 

Image

Adler Value Fund - Institutional Class (ADLVX)

Annual Shareholder Report - May 31, 2025

Where can I find additional information about the Fund? 

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

 

  • Prospectus

  • Financial information

  • Holdings

  • Proxy voting information

TSR-AR 053125-ADLVX

Evolutionary Tree Innovators Fund 

A Class Shares (INVTX)

Annual Shareholder Report - May 31, 2025

Image

Fund Overview

This annual shareholder report contains important information about Evolutionary Tree Innovators Fund (the "Fund") for the period of June 1, 2024 to May 31, 2025. You can find additional information about the Fund at https://mutualfund.evolutionarytree.com/resources-materials. You can also request this information by contacting us at (833) 517-1010.

What were the Fund’s annualized costs for the last year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
A Class Shares
$136
1.22%

How did the Fund perform during the reporting period? 

       The Fund delivered positive investment results for the fiscal year, significantly ahead of the benchmark despite various economic headwinds. Across holdings, business fundamentals continue to be strong (revenue growth of 20-25% growth on average) and the companies in aggregate are expanding margins while reinvesting in their businesses, sustaining healthy earnings growth.

      These are the signals we focus on as long-term investors, and it is gratifying to see business drivers contributing to investment results.

       The strong business results by Fund holdings were sustained despite multiple geopolitical headwinds, including the trade war. We believe many portfolio holdings are well-positioned because of the following characteristics we tend to prioritize, such as:

1.     Secular growth drivers: We believe each company in the portfolio benefits from a combination of multi-year secular trends and important innovations—growth drivers that are less reliant on the general economy—that can sustain growth over coming years.

2.     Mission-critical businesses: We own many companies whose products or services are essential to their customers—often viewed as “must have” solutions versus “nice to have.”

3.     Pricing power: Companies we own in the portfolio often have pricing power—the ability to pass on higher costs (such as tariffs) or adjust their pricing to protect profitability.

4.     Imperative demand drivers: We own a number of companies that are experiencing durable demand because their offerings are “imperative” in the current environment. Clear-cut examples include cybersecurity, AI technology, and public safety technology.

5.     Resilient business models with lower risk of supply chain disruption: While no business is entirely immune to broader economic pressures, the majority of our companies held in the portfolio have durable, recurring-revenue business models that tend to be less sensitive to dips in spending. Our assessment of supply chain risk also reveals a generally lower risk of disruption for our companies.

       We want you to know that we remain at the helm and are navigating various headwinds in a thoughtful and prudent fashion. As you might expect, we recommend staying the course as history has shown that markets eventually recover from various economic and geopolitical events—and that reacting to them out of fear can lead to sub-optimal outcomes.

       Overall, we remain confident in Fund holdings because they are generally supported by long term secular growth drivers, in many cases have mission critical products, often exhibit pricing power, and predominantly offer recurring revenue models with limited supply chain exposure.

How has the Fund performed since inception? 

Total Return Based on $10,000 Investment*

Chart showing performance over last 10 years or since inception
Evolutionary Tree Innovators Fund - A Class Shares
S&P 500® Index
Feb-2022
$9,427
$10,000
May-2022
$6,868
$9,484
May-2023
$7,626
$9,761
May-2024
$9,020
$12,513
May-2025
$11,125
$14,205

Average Annual Total Returns 

1 Year
Since Inception (February 28, 2022)
Evolutionary Tree Innovators Fund - A Class Shares
Without Load
23.34%
5.22%
With Load*
16.23%
3.33%
S&P 500® Index
13.52%
11.40%

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

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

Fund Statistics 

  • Net Assets$24,266,963
  • Number of Portfolio Holdings27
  • Advisory Fee (net of waivers)$7,449
  • Portfolio Turnover38%

Asset Weighting (% of total investments)

Group By Asset Type Chart
Value
Value
Common Stocks
95.2%
Money Market Funds
4.8%

What did the Fund invest in? 

Sector Weighting (% of net assets)

Group By Sector Chart
Value
Value
Financials
4.5%
Money Market Funds
4.8%
Industrials
9.8%
Communications
13.1%
Health Care
13.3%
Consumer Discretionary
17.9%
Technology
36.7%

Top 10 Holdings (% of net assets)

Holding Name
% of Net Assets
Microsoft Corporation
9.2%
Amazon.com, Inc.
8.8%
ServiceNow, Inc.
6.2%
CyberArk Software Ltd.
5.4%
Netflix, Inc.
5.1%
MercadoLibre, Inc.
4.9%
PROCEPT BioRobotics Corporation
4.6%
Meta Platforms, Inc. - Class A
4.3%
Synopsys, Inc.
4.2%
Uber Technologies, Inc.
4.2%

Material Fund Changes

No material changes occurred during the year ended May 31, 2025. 

Image

Evolutionary Tree Innovators Fund - A Class Shares (INVTX)

Annual Shareholder Report - May 31, 2025

Where can I find additional information about the Fund? 

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

 

  • Prospectus

  • Financial information

  • Holdings

  • Proxy voting information

TSR-AR 053125-INVTX

Evolutionary Tree Innovators Fund 

I Class Shares (INVNX)

Annual Shareholder Report - May 31, 2025

Image

Fund Overview

This annual shareholder report contains important information about Evolutionary Tree Innovators Fund (the "Fund") for the period of June 1, 2024 to May 31, 2025. You can find additional information about the Fund at https://mutualfund.evolutionarytree.com/resources-materials. You can also request this information by contacting us at (833) 517-1010.

What were the Fund’s annualized costs for the last year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
I Class Shares
$108
0.97%

How did the Fund perform during the reporting period? 

       The Fund delivered positive investment results for the fiscal year, significantly ahead of the benchmark despite various economic headwinds. Across holdings, business fundamentals continue to be strong (revenue growth of 20-25% growth on average) and the companies in aggregate are expanding margins while reinvesting in their businesses, sustaining healthy earnings growth.

      These are the signals we focus on as long-term investors, and it is gratifying to see business drivers contributing to investment results.

       The strong business results by Fund holdings were sustained despite multiple geopolitical headwinds, including the trade war. We believe many portfolio holdings are well-positioned because of the following characteristics we tend to prioritize, such as:

1.     Secular growth drivers: We believe each company in the portfolio benefits from a combination of multi-year secular trends and important innovations—growth drivers that are less reliant on the general economy—that can sustain growth over coming years.

2.     Mission-critical businesses: We own many companies whose products or services are essential to their customers—often viewed as “must have” solutions versus “nice to have.”

3.     Pricing power: Companies we own in the portfolio often have pricing power—the ability to pass on higher costs (such as tariffs) or adjust their pricing to protect profitability.

4.     Imperative demand drivers: We own a number of companies that are experiencing durable demand because their offerings are “imperative” in the current environment. Clear-cut examples include cybersecurity, AI technology, and public safety technology.

5.     Resilient business models with lower risk of supply chain disruption: While no business is entirely immune to broader economic pressures, the majority of our companies held in the portfolio have durable, recurring-revenue business models that tend to be less sensitive to dips in spending. Our assessment of supply chain risk also reveals a generally lower risk of disruption for our companies.

       We want you to know that we remain at the helm and are navigating various headwinds in a thoughtful and prudent fashion. As you might expect, we recommend staying the course as history has shown that markets eventually recover from various economic and geopolitical events—and that reacting to them out of fear can lead to sub-optimal outcomes.

       Overall, we remain confident in Fund holdings because they are generally supported by long term secular growth drivers, in many cases have mission critical products, often exhibit pricing power, and predominantly offer recurring revenue models with limited supply chain exposure.

How has the Fund performed since inception? 

Total Return Based on $10,000 Investment

Chart showing performance over last 10 years or since inception
Evolutionary Tree Innovators Fund - I Class Shares
S&P 500® Index
Sep-2020
$10,000
$10,000
May-2021
$12,730
$12,508
May-2022
$6,863
$12,470
May-2023
$7,641
$12,835
May-2024
$9,058
$16,452
May-2025
$11,202
$18,677

Average Annual Total Returns 

1 Year
Since Inception (September 9, 2020)
Evolutionary Tree Innovators Fund - I Class Shares
23.66%
2.43%
S&P 500® Index
13.52%
14.14%

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

Fund Statistics 

  • Net Assets$24,266,963
  • Number of Portfolio Holdings27
  • Advisory Fee (net of waivers)$7,449
  • Portfolio Turnover38%

Asset Weighting (% of total investments)

Group By Asset Type Chart
Value
Value
Common Stocks
95.2%
Money Market Funds
4.8%

What did the Fund invest in? 

Sector Weighting (% of net assets)

Group By Sector Chart
Value
Value
Financials
4.5%
Money Market Funds
4.8%
Industrials
9.8%
Communications
13.1%
Health Care
13.3%
Consumer Discretionary
17.9%
Technology
36.7%

Top 10 Holdings (% of net assets)

Holding Name
% of Net Assets
Microsoft Corporation
9.2%
Amazon.com, Inc.
8.8%
ServiceNow, Inc.
6.2%
CyberArk Software Ltd.
5.4%
Netflix, Inc.
5.1%
MercadoLibre, Inc.
4.9%
PROCEPT BioRobotics Corporation
4.6%
Meta Platforms, Inc. - Class A
4.3%
Synopsys, Inc.
4.2%
Uber Technologies, Inc.
4.2%

Material Fund Changes

No material changes occurred during the year ended May 31, 2025. 

Image

Evolutionary Tree Innovators Fund - I Class Shares (INVNX)

Annual Shareholder Report - May 31, 2025

Where can I find additional information about the Fund? 

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

 

  • Prospectus

  • Financial information

  • Holdings

  • Proxy voting information

TSR-AR 053125-INVNX

Kempner Multi-Cap Deep Value Fund 

Institutional Class (FIKDX)

Annual Shareholder Report - May 31, 2025

Fund Overview

This annual shareholder report contains important information about Kempner Multi-Cap Deep Value Fund (the "Fund") for the period of June 1, 2024 to May 31, 2025. You can find additional information about the Fund under Mutual Fund Documents at https://kempnercapital.com/. You can also request this information by contacting us at (800) 665-9778.

What were the Fund’s annualized costs for the last year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Institutional Class
$95
0.94%

How did the Fund perform during the reporting period? 

   Some of what benefited the Fund during the last reporting period reversed and led to underperformance against the applicable benchmarks.

   Interest rates held steady and led to middling returns in the Fund’s bank holdings while insurance positions generally held up and did well. Energy-related stocks performed poorly as the price of oil declined over the reporting period. Positions tied to electric vehicle production, specifically Teradyne, Inc. and Sensata Technologies Holding plc, underperformed as government tax credits were at risk of ending.

   Oddly enough, the Fund’s two largest holdings (Taiwan Semiconductor Manufacturing Company and Micron Technology, Inc.)  largely cancelled each other out as one contributed the most to the Fund's positive attribution while the other contributed the most to the Fund’s negative attribution. Even more rare is that both positions are in the Semiconductor sector.

 

How has the Fund performed over the last ten years? 

Total Return Based on $500,000 Investment

Chart showing performance over last 10 years or since inception
Kempner Multi-Cap Deep Value Fund - Institutional Class
MSCI World Index
S&P 500® Value Index
May-2015
$500,000
$500,000
$500,000
May-2016
$454,595
$480,180
$502,263
May-2017
$523,432
$559,042
$576,144
May-2018
$596,293
$623,711
$627,634
May-2019
$559,968
$621,900
$635,021
May-2020
$529,119
$664,160
$661,785
May-2021
$822,867
$933,982
$925,468
May-2022
$801,392
$889,000
$948,270
May-2023
$721,500
$907,418
$976,925
May-2024
$956,346
$1,133,541
$1,211,722
May-2025
$979,000
$1,289,024
$1,272,784

Average Annual Total Returns 

1 Year
5 Years
10 Years
Kempner Multi-Cap Deep Value Fund - Institutional Class
2.37%
13.10%
6.95%
MSCI World Index
13.72%
14.18%
9.93%
S&P 500® Value Index
5.04%
13.97%
9.79%

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

Fund Statistics 

  • Net Assets$89,966,318
  • Number of Portfolio Holdings38
  • Advisory Fee $550,032
  • Portfolio Turnover44%

Asset Weighting (% of total investments)

Group By Asset Type Chart
Value
Value
Common Stocks
85.1%
Money Market Funds
14.9%

What did the Fund invest in? 

Sector Weighting (% of net assets)

Group By Sector Chart
Value
Value
Other Assets in Excess of Liabilities
0.2%
Utilities
1.0%
Consumer Staples
2.6%
Real Estate
3.8%
Industrials
4.1%
Materials
5.9%
Communications
6.3%
Energy
11.4%
Health Care
12.4%
Money Market Funds
14.9%
Technology
17.9%
Financials
19.5%

Top 10 Holdings (% of net assets)

Holding Name
% of Net Assets
Taiwan Semiconductor Manufacturing Company Ltd. - ADR
6.0%
Micron Technology, Inc.
4.6%
Walt Disney Company (The)
3.6%
Bank of America Corporation
3.4%
Citigroup, Inc.
3.1%
Global Payments, Inc.
3.0%
Shell plc - ADR
2.9%
Sensata Technologies Holding plc
2.8%
Lincoln National Corporation
2.8%
Exxon Mobil Corporation
2.8%

Material Fund Changes

No material changes occurred during the year ended May 31, 2025. 

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

Annual Shareholder Report - May 31, 2025

Where can I find additional information about the Fund? 

Additional information is available under Mutual Fund Documents on the Fund's website (https://kempnercapital.com/), including its:

 

  • Financial information

  • Holdings

  • Proxy voting information

TSR-AR 053125-FIKDX

Kempner Multi-Cap Deep Value Fund 

Investor Class (FAKDX)

Annual Shareholder Report - May 31, 2025

Fund Overview

This annual shareholder report contains important information about Kempner Multi-Cap Deep Value Fund (the "Fund") for the period of June 1, 2024 to May 31, 2025. You can find additional information about the Fund under Mutual Fund Documents at https://kempnercapital.com/. You can also request this information by contacting us at (800) 665-9778.

What were the Fund’s annualized costs for the last year?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Investor Class
$120
1.19%

How did the Fund perform during the reporting period? 

   Some of what benefited the Fund during the last reporting period reversed and led to underperformance against the applicable benchmarks.

   Interest rates held steady and led to middling returns in the Fund’s bank holdings while insurance positions generally held up and did well. Energy-related stocks performed poorly as the price of oil declined over the reporting period. Positions tied to electric vehicle production, specifically Teradyne, Inc. and Sensata Technologies Holding plc, underperformed as government tax credits were at risk of ending.

   Oddly enough, the Fund’s two largest holdings (Taiwan Semiconductor Manufacturing Company and Micron Technology, Inc.)  largely cancelled each other out as one contributed the most to the Fund's positive attribution while the other contributed the most to the Fund’s negative attribution. Even more rare is that both positions are in the Semiconductor sector.

 

How has the Fund performed over the last ten years? 

Total Return Based on $10,000 Investment

Chart showing performance over last 10 years or since inception
Kempner Multi-Cap Deep Value Fund - Investor Class
MSCI World Index
S&P 500® Value Index
May-2015
$10,000
$10,000
$10,000
May-2016
$9,070
$9,604
$10,045
May-2017
$10,422
$11,181
$11,523
May-2018
$11,838
$12,474
$12,553
May-2019
$11,098
$12,438
$12,700
May-2020
$10,459
$13,283
$13,236
May-2021
$16,220
$18,680
$18,509
May-2022
$15,768
$17,780
$18,965
May-2023
$14,157
$18,148
$19,539
May-2024
$18,724
$22,671
$24,234
May-2025
$19,116
$25,780
$25,456

Average Annual Total Returns 

1 Year
5 Years
10 Years
Kempner Multi-Cap Deep Value Fund - Investor Class
2.09%
12.82%
6.69%
MSCI World Index
13.72%
14.18%
9.93%
S&P 500® Value Index
5.04%
13.97%
9.79%

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

Fund Statistics 

  • Net Assets$89,966,318
  • Number of Portfolio Holdings38
  • Advisory Fee $550,032
  • Portfolio Turnover44%

Asset Weighting (% of total investments)

Group By Asset Type Chart
Value
Value
Common Stocks
85.1%
Money Market Funds
14.9%

What did the Fund invest in? 

Sector Weighting (% of net assets)

Group By Sector Chart
Value
Value
Other Assets in Excess of Liabilities
0.2%
Utilities
1.0%
Consumer Staples
2.6%
Real Estate
3.8%
Industrials
4.1%
Materials
5.9%
Communications
6.3%
Energy
11.4%
Health Care
12.4%
Money Market Funds
14.9%
Technology
17.9%
Financials
19.5%

Top 10 Holdings (% of net assets)

Holding Name
% of Net Assets
Taiwan Semiconductor Manufacturing Company Ltd. - ADR
6.0%
Micron Technology, Inc.
4.6%
Walt Disney Company (The)
3.6%
Bank of America Corporation
3.4%
Citigroup, Inc.
3.1%
Global Payments, Inc.
3.0%
Shell plc - ADR
2.9%
Sensata Technologies Holding plc
2.8%
Lincoln National Corporation
2.8%
Exxon Mobil Corporation
2.8%

Material Fund Changes

No material changes occurred during the year ended May 31, 2025. 

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

Annual Shareholder Report - May 31, 2025

Where can I find additional information about the Fund? 

Additional information is available under Mutual Fund Documents on the Fund's website (https://kempnercapital.com/), including its:

 

  • Financial information

  • Holdings

  • Proxy voting information

TSR-AR 053125-FAKDX

Wavelength Fund 

(WAVLX)

Annual Shareholder Report - May 31, 2025

Image

Fund Overview

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

 

This annual shareholder report contains important information about Wavelength Fund (the "Fund") for the period of June 1, 2024 to May 31, 2025. You can find additional information about the Fund at https://www.wavelengthfunds.com/fund-resources. You can also request this information by contacting us at (866) 896-9292. This report describes changes to the Fund that occurred during the reporting period.

What were the Fund’s annualized costs for the last year?

(based on a hypothetical $10,000 investment)

Fund Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Wavelength Fund
$103
0.99%

How did the Fund perform during the reporting period? 

During the fiscal year ended May 31, 2025, the Fund generated strong positive results and outperformed the Bloomberg U.S. Aggregate Bond Index. The Fund effectively managed an uptick in volatility driven by changing policy conditions and geopolitical tensions, producing profits across fixed income markets, including government, inflation-linked, corporate, and emerging market exposures, through a period of instability. The Fund's use of its current investment strategies did not cause performance to materially deviate from the manager's expectations given the uncertainty of the markets and the underlying factors driving them over the period. 

How has the Fund performed over the last ten years? 

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

Total Return Based on $10,000 Investment

Chart showing performance over last 10 years or since inception
Wavelength Fund
Bloomberg U.S. Aggregate Bond Index
S&P/BGCantor 0-3 Month U.S. Treasury Bill Index
May-2015
$10,000
$10,000
$10,000
May-2016
$9,663
$10,299
$10,011
May-2017
$10,323
$10,462
$10,050
May-2018
$10,525
$10,423
$10,172
May-2019
$11,123
$11,090
$10,399
May-2020
$11,781
$12,134
$10,573
May-2021
$12,769
$12,085
$10,583
May-2022
$11,936
$11,091
$10,597
May-2023
$11,683
$10,854
$10,950
May-2024
$12,378
$10,995
$11,556
May-2025
$13,263
$11,596
$12,114

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

Average Annual Total Returns 

1 Year
5 Years
10 Years
Wavelength Fund
7.15%
2.40%
2.86%
Bloomberg U.S. Aggregate Bond Index
5.46%
-0.90%
1.49%
S&P/BGCantor 0-3 Month U.S. Treasury Bill Index
4.83%
2.76%
1.94%

Fund Statistics 

  • Net Assets$70,313,166
  • Number of Portfolio Holdings30
  • Advisory Fee (net of waivers)$439,185
  • Portfolio Turnover72%

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

Asset Weighting (% of total investments exposure)

Asset Group Chart
Value
Value
Collateral for Securities Loaned
16.6%
Commodities Futures
1.4%
Exchange-Traded Funds
50.0%
Index Futures
5.0%
Money Market Funds
4.1%
Treasury Futures
22.9%

What did the Fund invest in? 

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

Top 10 Holdings (% of net assets)

Holding Name
% of Net Assets
Vanguard Mortgage-Backed Securities ETF
12.5%
Invesco Senior Loan ETF
10.8%
SPDR Bloomberg Short Term High Yield Bond ETF
10.1%
Vanguard Short-Term Inflation-Protected Securities ETF
9.4%
iShares Broad USD High Yield Corporate Bond ETF
7.5%
VanEck J.P. Morgan EM Local Currency Bond ETF
6.8%
iShares TIPS Bond ETF
6.3%
VanEck Emerging Markets High Yield Bond ETF
5.4%
iShares National Muni Bond ETF
4.6%
SPDR Bloomberg Convertible Securities ETF
3.9%

Material Fund Changes

Effective July 31, 2025, the Fund changed its distribution frequency from quarterly to monthly and reduced the minimum initial investment from $10,000 for regular accounts to $2,500 for regular accounts. 

Change In Or Disagreement With Accountants

During the year ended May 31, 2025, there were no changes in or disagreements with accountants.

Householding 

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

Where can I find additional information about the Fund? 

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

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

 

  • Prospectus

  • Financial information

  • Holdings

  • Proxy voting information

Available at the following firms:

 

Wavelength Fund (WAVLX)

Annual Shareholder Report - May 31, 2025

TSR-AR 053125-WAVLX

Image

 

(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 $60,750 and $58,000 with respect to the registrant’s fiscal years ended May 31, 2025 and 2024, respectively.

 

(b) Audit-Related Fees. No fees were billed in either of 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 $12,400 and $12,400 with respect to the registrant’s fiscal years ended May 31, 2025 and 2024, 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 either of the last two fiscal years 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 May 31, 2025 and 2024, aggregate non-audit fees of $12,400 and $12,400, respectively, were billed by the registrant’s accountant for services rendered to the registrant. No non-audit fees were billed in either of the last two fiscal years by the registrant’s 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. Investments.

 

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

 

(b) Not applicable

 

 

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

 

(a)  

 

 
 
 
 
 
 
 
 
 
 
(ADLERVALUE FUND LOGO)
 
 
 
Institutional Class (ADLVX)
 
ANNUAL FINANCIAL STATEMENTS
AND ADDITIONAL INFORMATION
May 31, 2025
 
 
 
Managed by
Adler Asset Management, LLC
 
For information or assistance in opening an account,
please call toll-free 1-800-408-4682.

 

 

ADLER VALUE FUND
SCHEDULE OF INVESTMENTS
May 31, 2025
COMMON STOCKS — 84.3%   Shares     Value  
Communications — 1.1%                
Cable & Satellite — 1.1%                
Altice USA, Inc. - Class A (a)     9,000     $ 20,790  
Comcast Corporation - Class A     600       20,742  
              41,532  
Consumer Discretionary — 9.7%                
E-Commerce Discretionary — 9.7%                
Alibaba Group Holding Ltd. - ADR     1,500       170,760  
Coupang, Inc. (a)     7,500       210,375  
              381,135  
Consumer Staples — 3.7%                
Retail - Consumer Staples — 3.7%                
Walgreens Boots Alliance, Inc.     13,000       146,250  
                 
Energy — 2.5%                
Oil & Gas Services & Equipment — 2.5%                
Schlumberger Ltd.     2,900       95,845  
                 
Financials — 40.8%                
Banking — 6.6%                
Citigroup, Inc.     3,200       241,024  
Citizens Financial Group, Inc.     500       20,175  
              261,199  
Broker-Dealers — 9.6%                
Charles Schwab Corporation (The)     2,700       238,518  
XP, Inc. - Class A     7,115       137,746  
              376,264  
Insurance — 24.6%                
Aflac, Inc.     2,500       258,850  
Equitable Holdings, Inc.     4,800       253,776  
Jackson Financial, Inc. - Class A     5,500       450,505  
              963,131  
Health Care — 14.9%                
Biotech & Pharma — 6.5%                
Bayer AG - ADR     5,250       37,117  
Novo Nordisk A/S - ADR     1,500       107,250  
Viatris, Inc.     12,435       109,304  
              253,671  
Health Care Facilities & Services — 3.2%                
Cigna Group (The)     400       126,656  

1

 

ADLER VALUE FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 84.3% (Continued)   Shares     Value  
Health Care — 14.9% (Continued)                
Medical Equipment & Devices — 5.2%                
Becton, Dickinson and Company     600     $ 103,554  
Medtronic plc     1,200       99,576  
              203,130  
Materials — 4.7%                
Containers & Packaging — 4.7%                
Amcor plc     10,550       96,111  
O-I Glass, Inc. (a)     6,700       87,837  
              183,948  
Technology — 2.6%                
Software — 0.3%                
Salesforce, Inc.     40       10,615  
                 
Technology & Electronics — 2.3%                
Corning, Inc.     1,800       89,262  
                 
Utilities — 4.3%                
Electric Utilities — 4.3%                
PG&E Corporation     10,000       168,800  
                 
Total Common Stocks (Cost $2,466,724)           $ 3,301,438  

2

 

ADLER VALUE FUND
SCHEDULE OF INVESTMENTS (Continued)
PURCHASED OPTION               Notional        
CONTRACTS — 1.4%   Strike Price     Contracts*     Value     Value  
Call Option Contracts — 1.4%                                
Amcor plc, 12/19/25   $ 9.00       30     $ 27,330     $ 2,550  
Amcor plc, 12/19/25     10.00       26       23,686       1,170  
Citigroup, Inc., 09/19/25     65.00       15       112,980       18,495  
Comcast Corporation - Class A, 09/19/25     35.00       10       34,570       1,910  
Magnera Corporation, 09/19/25     17.50       5       6,010       250  
Novo Nordisk A/S, 09/19/25     70.00       10       71,500       8,470  
PG&E Corporation, 09/19/25     17.00       10       16,880       1,110  
PG&E Corporation, 09/19/25     20.00       30       50,640       810  
PG&E Corporation, 01/26/26     17.00       25       42,200       4,400  
Schlumberger Ltd., 08/15/25     40.00       15       49,575       450  
Schlumberger Ltd., 09/19/25     40.00       5       16,525       245  
Schlumberger Ltd., 01/16/26     35.00       5       16,525       1,517  
Viatris, Inc., 01/15/27     10.00       3       2,637       396  
XP, Inc. - Class A, 01/16/26     15.00       25       48,400       13,250  
Total Purchased Option Contracts (Cost $49,379)       $ 519,458     $ 55,023  

 

MONEY MARKET FUNDS — 14.1%   Shares     Value  
Federated Hermes Treasury Obligations Fund - Service Shares, 3.96% (b)(c) (Cost $553,929)     553,929     $ 553,929  
                 
Investments at Value — 99.8% (Cost $3,070,032)           $ 3,910,390  
                 
Other Assets in Excess of Liabilities — 0.2%             8,533  
                 
Net Assets — 100.0%           $ 3,918,923  

 

(a) Non-income producing security.

 

(b) The rate shown is the 7-day effective yield as of May 31, 2025.

 

(c) A portion of this security is held as collateral in a segregated account. The total value of the securities held as collateral as of May 31, 2025 was $100,145.

 

* Each option contract has a multiplier of 100 shares.

 

A/S - Aktieselskab

 

ADR - American Depositary Receipt

 

AG - Aktiengesellschaft

 

plc - Public Limited Company

 

See accompanying notes to financial statements.

3

 

ADLER VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES
May 31, 2025
ASSETS        
Investments in securities:        
At cost   $ 3,070,032  
At value (Note 2)   $ 3,910,390  
Receivable from Adviser (Note 4)     14,910  
Dividends receivable     6,622  
Tax reclaims receivable     172  
Other assets     4,233  
Total assets     3,936,327  
         
LIABILITIES        
Payable to administrator (Note 4)     8,122  
Other accrued expenses     9,282  
Total liabilities     17,404  
         
CONTINGENCIES AND COMMITMENTS (Note 7)      
NET ASSETS   $ 3,918,923  
         
NET ASSETS CONSIST OF:        
Paid-in capital   $ 3,123,267  
Distributable earnings     795,656  
NET ASSETS   $ 3,918,923  
         
PRICING OF INSTITUTIONAL SHARES (Note 2)        
Net assets applicable to Institutional Shares   $ 3,918,923  
Shares of Institutional Shares outstanding (no par value, unlimited number of shares authorized)     139,845  
Net asset value, offering and redemption price per share (Note 2)   $ 28.02  

 

See accompanying notes to financial statements.

4

 

ADLER VALUE FUND
STATEMENT OF OPERATIONS
For the Year Ended May 31, 2025
INVESTMENT INCOME        
Dividends   $ 98,561  
Foreign withholding tax on dividends (net reclaims received)     (1,562 )
Total investment income     96,999  
         
EXPENSES        
Administration fees (Note 4)     40,381  
Management fees (Note 4)     38,591  
Fund accounting fees (Note 4)     34,144  
Legal fees     25,763  
Trustees’ fees and expenses (Note 4)     21,352  
Audit and tax services fees     17,633  
Transfer agent fees (Note 4)     13,505  
Compliance fees (Note 4)     12,000  
Registration and filing fees     11,977  
Custodian and bank service fees     9,425  
Shareholder reporting expenses     7,238  
Postage and supplies     3,142  
Insurance expense     2,867  
Other expenses     9,737  
Total expenses     247,755  
Less fee reductions and expense reimbursements by the Adviser (Note 4)     (199,516 )
Net expenses     48,239  
         
NET INVESTMENT INCOME     48,760  
         
REALIZED AND UNREALIZED GAINS ON INVESTMENTS        
Net realized gains on investments transactions     229,049  
Net change in unrealized appreciation (depreciation) on investments     6,951  
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS     236,000  
         
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 284,760  

 

See accompanying notes to financial statements.

5

 

ADLER VALUE FUND
STATEMENTS OF CHANGES IN NET ASSETS
    Year Ended     Year Ended  
    May 31,     May 31,  
    2025     2024  
FROM OPERATIONS                
Net investment income   $ 48,760     $ 64,731  
Net realized gains from investment transactions     229,049       58,610  
Net change in unrealized appreciation (depreciation) on investments     6,951       574,917  
Net increase in net assets resulting from operations     284,760       698,258  
                 
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2)                
Institutional Shares     (54,003 )     (48,830 )
                 
FROM CAPITAL SHARE TRANSACTIONS                
Institutional Shares                
Proceeds from shares sold     32,550       27,850  
Net asset value of shares issued in reinvestment of distributions to shareholders     48,630       44,722  
Payments for shares redeemed     (100,645 )     (665,352 )
Net decrease in Institutional Shares net assets from capital share transactions     (19,465 )     (592,780 )
                 
TOTAL INCREASE IN NET ASSETS     211,292       56,648  
                 
NET ASSETS                
Beginning of year     3,707,631       3,650,983  
End of year   $ 3,918,923     $ 3,707,631  
                 
CAPITAL SHARES ACTIVITY                
Institutional Shares                
Shares sold     1,161       1,159  
Shares reinvested     1,772       1,784  
Shares redeemed     (3,609 )     (26,021 )
Net decrease in shares outstanding     (676 )     (23,078 )
Shares outstanding, beginning of year     140,521       163,599  
Shares outstanding, end of year     139,845       140,521  

 

See accompanying notes to financial statements.

6

 

ADLER VALUE FUND
INSTITUTIONAL SHARES
FINANCIAL HIGHLIGHTS

 

Per Share Data for a Share Outstanding Throughout Each Year

 

    Year Ended     Year Ended     Year Ended     Year Ended     Year Ended  
    May 31,     May 31,     May 31,     May 31,     May 31,  
    2025     2024     2023     2022     2021  
Net asset value at beginning of year   $ 26.38     $ 22.32     $ 27.70     $ 30.50     $ 19.82  
Income (loss) from investment operations:                                        
Net investment income (a)     0.35       0.40       0.31       0.95  (b)     0.07  
Net realized and unrealized gains (losses) on investments     1.68       3.96       (4.03 )     (1.35 )     10.92  
Total from investment operations     2.03       4.36       (3.72 )     (0.40 )     10.99  
Less distributions from:                                        
Net investment income     (0.39 )     (0.30 )           (2.30 )     (0.31 )
Net realized gains                 (1.66 )     (0.10 )      
Total distributions     (0.39 )     (0.30 )     (1.66 )     (2.40 )     (0.31 )
Net asset value at end of year   $ 28.02     $ 26.38     $ 22.32     $ 27.70     $ 30.50  
Total return (c)     7.72 %     19.59 %     (13.84 %)     (1.64 %)     55.78 %
Net assets at end of year (000’s)   $ 3,919     $ 3,708     $ 3,651     $ 4,202     $ 3,795  
Ratios/supplementary data:                                        
Ratio of total expenses to average net assets     6.41 %     6.15 %     5.88 %     5.65 %     8.42 %
Ratio of net expenses to average net assets (d)     1.25 %     1.25 %     1.25 %     1.25 %     1.25 %
Ratio of net investment income to average net assets (d)     1.26 %     1.66 %     1.25 %     3.23 (b)     0.27 %
Portfolio turnover rate     22 %     31 %     23 %     45 %     0 (e)

 

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

 

(b) During the year ended May 31, 2022, the Fund received a large special dividend distribution from Meredith Corporation. Had the Fund not received this special dividend distribution, the net investment income per share and ratio of net investment income to average net assets would have been $0.82 and 2.79% lower, respectively.

 

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

 

(d) Ratio was determined after management fee reductions and expense reimbursements (Note 4).

 

(e) Percentage rounds to less than 1%.

 

See accompanying notes to financial statements.

7

 

ADLER VALUE FUND
NOTES TO FINANCIAL STATEMENTS
May 31, 2025

 

1. Organization

 

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

 

The investment objective of the Fund is to seek to achieve long-term growth of capital.

 

The Fund currently offers one class of shares: Institutional Class shares (sold without any sales loads or distribution fees and subject to a $2,500 initial investment for all accounts, except for an IRA for which the minimum initial investment is $1,000).

 

The Fund has adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”). Adoption of the standard impacted financial statement disclosures only and did not affect the Fund’s financial position or the results of its operations. An operating segment is defined in Topic 280 as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The CODM is Adler Asset Management, LLC (the “Adviser”). The Fund operates as a single operating segment. The Fund’s income, expenses, assets, changes in net assets resulting from operations and performance are regularly monitored and assessed as a whole by the CODM responsible for oversight functions of the Fund, using the information presented in the financial statements and financial highlights.

 

2. Significant Accounting Policies

 

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

 

Securities valuation – The Fund values its portfolio securities at market value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern Time) on each day the NYSE is open for business. The Fund generally values its listed securities on the basis of the security’s last sale price on the security’s primary exchange, if available, otherwise at the exchange’s most recently quoted mean price. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. Option contracts are valued at the closing price on the exchanges on which they are primarily traded; if no closing price is available at the time of valuation, the option will be valued at the mean of the closing bid and ask prices for that day. Investments representing shares of money market funds and other open-end investment companies not traded on an exchange are valued at their net asset value (“NAV”) as reported

8

 

ADLER VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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

 

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

 

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

 

Level 1 – quoted prices in active markets for identical securities

 

Level 2 – other significant observable inputs

 

Level 3 – significant unobservable inputs

 

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

 

The following is a summary of the Fund’s investments based on the inputs used to value the investments as of May 31, 2025:

 

    Level 1     Level 2     Level 3     Total  
Common Stocks   $ 3,301,438     $     $     $ 3,301,438  
Purchased Option Contracts     17,231       37,792             55,023  
Money Market Funds     553,929                   553,929  
Total   $ 3,872,598     $ 37,792     $     $ 3,910,390  
                                 

 

Refer to the Fund’s Schedule of Investments for a listing of the common stocks by sector and industry type. The Fund did not have any 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 May 31, 2025.

9

 

ADLER VALUE 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 value of the security received. Interest income is accrued as earned. Withholding taxes on foreign dividends, if any, have been recorded in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

 

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

 

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

 

Distributions to shareholders – Distributions to shareholders arising from net investment income and realized capital gains, if any, are declared and paid annually to shareholders. The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date.

 

For the years ended May 31, 2025 and 2024, the tax character of distributions paid to shareholders was as follows:

 

Years   Ordinary     Long-Term     Total  
Ended   Income     Capital Gains     Distributions  
5/31/2025   $ 54,003     $     $ 54,003  
5/31/2024   $ 48,830     $     $ 48,830  

 

Purchased option contracts – The Fund may use option contracts in any manner consistent with its investment objectives and as long as its use is consistent with relevant provisions of the Investment Company Act of 1940 (the “1940 Act”), as amended. The Fund may use options for speculative purposes as well as for the purpose of seeking to reduce the overall investment risk that would otherwise be associated with the securities in which the Fund invests. When the Fund purchases a call or put option, an amount equal to the total premium (the premium plus the commission) paid by the Fund is recorded as an asset on the Fund’s Statement of Assets and Liabilities and is subsequently marked-to-market daily. Premiums paid in the purchase of options which expire are treated as realized losses. Premiums paid in the purchase of call options which are exercised increase the cost of the security purchased. Premiums paid in the purchase of put options which are exercised decrease the proceeds used to calculate the realized capital gain or loss on the sale of the security.

10

 

ADLER VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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

 

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

 

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

 

The following information is computed on a tax basis for each item as of May 31, 2025:

 

Tax cost of investments   $ 3,072,921  
Gross unrealized appreciation   $ 1,150,449  
Gross unrealized depreciation     (312,980 )
Net unrealized appreciation     837,469  
Undistributed ordinary income     39,856  
Accumulated capital and other losses     (81,669 )
Distributable earnings   $ 795,656  
         

 

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

 

As of May 31, 2025, the Fund had short-term capital loss carryforwards (“CLCFs”) of $81,669 for federal income tax purposes. These CLCFs, which do not expire, may be utilized in future years to offset net realized capital gains, if any.

 

During the year ended May 31, 2025, the Fund utilized $231,935 of CLCFs.

 

The Fund recognizes the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has reviewed the Fund’s tax positions for 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.

11

 

ADLER VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expenses on the Statement of Operations. During the year ended May 31, 2025, the Fund did not incur any interest or penalties.

 

3. Investment Transactions

 

During the year ended May 31, 2025, cost of purchases and proceeds from sales of investment securities, other than short-term investments, were $751,279 and $1,124,648, respectively.

 

4. Transactions with Related Parties

 

INVESTMENT ADVISORY AGREEMENT

 

The Fund’s investments are managed by the Adviser pursuant to the terms of an Investment Advisory Agreement. Under the Investment Advisory Agreement, the Fund pays the Adviser a management fee, computed and accrued daily and paid monthly, at the annual rate of 1.00% of its average daily net assets.

 

Pursuant to an Expense Limitation Agreement (“ELA”) between the Fund and the Adviser, the Adviser has agreed, until December 1, 2026, to reduce its management fees and reimburse other expenses to limit total annual operating expenses (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividends expenses on securities sold short; costs to organize the Fund; acquired fund fees and expenses; and extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business) to an amount not exceeding 1.25% of the Fund’s average daily net assets of the Institutional Class shares. Accordingly, during the year ended May 31, 2025, the Adviser did not collect any of its management fees in the amount of $38,591 and reimbursed other operating expenses totaling $160,925.

 

Under the terms of the ELA, management fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of 36 months after such fees and expenses were incurred, provided that the repayments do not cause the Fund’s total annual operating expenses to exceed the lesser of: (i) the expense limitation then in effect, if any, and (ii)  the expense limitation in effect at the time the expenses to be repaid were incurred. As of May 31, 2025, the Adviser may seek recoupment of management fee reductions and expense reimbursements no later than the dates as stated below:

 

May 31, 2026   $ 180,714  
May 31, 2027     190,955  
May 31, 2028     199,516  
Total   $ 571,185  
         

12

 

ADLER VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

OTHER SERVICE PROVIDERS

 

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

 

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

 

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

 

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

 

TRUSTEE COMPENSATION

 

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

 

PRINCIPAL HOLDER OF FUND SHARES

 

As of May 31, 2025, the following shareholder owned of record 25% or more of the outstanding shares of the Fund:

 

NAME OF RECORD OWNER % Ownership
David R. Adler 74%

 

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

13

 

ADLER VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

5. Derivative Transactions

 

The location on the Statement of Assets and Liabilities of the derivative positions of the Fund are as follows:

 

                        Average  
            Fair Value     Monthly  
                        Notional Value  
                        During the  
Type of           Asset     Liability     Year Ended  
Derivative   Risk   Location   Derivatives     Derivatives     May 31, 2025*  
Equity call options purchased   Equity   Investments in securities at value   $ 55,023     $     $ 291,899  
                                 
* The average monthly notional value generally represents the Fund’s derivative activity throughout the year.

 

Realized and unrealized gains and losses associated with transactions in derivative instruments for the Fund during the year ended May 31, 2025 are recorded in the following locations on the Statement of Operations:

 

                      Change in  
                      Unrealized  
Type of           Realized         Appreciation  
Derivative   Risk   Location   Losses     Location   (Depreciation)  
Equity call options purchased   Equity   Net realized gains on investment transactions   $ (34,547 )   Net change in unrealized appreciation (depreciation) on investments   $ (25,239 )

 

6. Sector Risk

 

If the Fund has significant investments in the securities of issuers in industries within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss of an investment in the Fund and increase the volatility of the Fund’s net asset value per share. From time to time, a particular set of circumstances may affect this sector or companies within the sector. For instance, economic or market factors, regulation or deregulation, or other developments may negatively impact all companies in a particular sector and therefore the value of the Fund’s portfolio will be adversely affected. As of May 31, 2025, the Fund had 40.8% of the value of its net assets invested in stocks within the Financials sector.

14

 

ADLER VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

7. Contingencies and Commitments

 

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

 

8. Subsequent Events

 

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

15

 

ADLER VALUE FUND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 

To the Shareholders of Adler Value 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 Adler Value Fund (the “Fund”), a series of Ultimus Managers Trust, as of May 31, 2025, 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, and the financial highlights for each of the three 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 May 31, 2025, 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, in conformity with accounting principles generally accepted in the United States of America.

 

The Fund’s financial highlights for the years ended May 31, 2022, and prior, were audited by another auditor whose report dated July 20, 2022, expressed an unqualified opinion on those financial highlights.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. 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 audit 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 May 31, 2025, by correspondence with the custodian and broker. Our

16

 

ADLER VALUE FUND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM (Continued)

 

audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Fund’s auditor since 2023.

 

(SIGNATURE)

 

COHEN & COMPANY, LTD.

Philadelphia, Pennsylvania

July 29, 2025

17

 

ADLER VALUE FUND
ADDITIONAL INFORMATION (Unaudited)

 

Changes in and/or Disagreements with Accountants

 

There were no changes in and/or disagreements with accountants during the period covered by this report.

 

Proxy Disclosures

 

Not applicable.

 

Renumeration Paid to Directors, Officers and Others

 

Refer to the financial statements included herein.

 

Statement Regarding Basis for Approval of Investment Advisory Agreement

 

The Board of Trustees (the “Board”), including the Independent Trustees voting separately, has reviewed and approved the continuance of the Adler Value Fund’s (the “Fund”) Investment Advisory Agreement with Adler Asset Management, LLC (the “Adviser” or “Adler”) for an additional one-year term (the “Advisory Agreement”). The Board approved the continuance of the Advisory Agreement at a meeting held on January 27-28, 2025, at which all of the Trustees were present (the “Meeting”).

 

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

 

Nature, Extent and Quality of Services

 

The Board evaluated the level and depth of knowledge of Adler, including Mr. Adler’s professional experience and qualifications. In evaluating the quality of services provided by Adler, the Board took into account its familiarity with Mr. Adler’s management through Board meetings, discussions and reports during the preceding year. The Board also took into account Adler’s compliance policies and procedures based on discussion with Mr. Adler and the CCO.

18

 

ADLER VALUE FUND
ADDITIONAL INFORMATION (Unaudited) (Continued)

 

The quality of administrative and other services, including Mr. Adler’s role in coordinating the activities of the Fund’s other service providers, was also considered. The Board noted that Adler did not have any affiliated relationships. The Board discussed the nature and extent of the services provided by Adler including, without limitation, Adler’s provision of a continuous investment program for the Fund. The Board considered the qualifications and experience of Mr. Adler, who is responsible for the day-to day management of the Fund’s portfolio. The Board also considered Mr. Adler’s succession planning for the Fund. The Board concluded that it was satisfied with the nature, extent and quality of services provided to the Fund by Adler under the Advisory Agreement.

 

Advisory Fees and Expenses and Comparative Accounts

 

The Board compared the advisory fee and total expense ratio for the Fund with various comparative data. In particular, the Board compared the Fund’s advisory fee and overall expense ratio to the median advisory fees and expense ratios for its custom peer group provided by Broadridge Financial Solutions, Inc. (“Broadridge”). The Board noted that the Fund was Adler’s sole client. 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 Adler’s commitment to limit the Fund’s expenses under the expense limitation agreement until at least December 1, 2026. The Board noted that the 1.00% 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 1.25% was higher than the median and average expense ratio for the other funds in the Fund’s custom peer group. The Board took into consideration Mr. Adler’s statement that the size of the Fund, its no-load sales offering and unique aspects of its investment strategy differentiated the Fund’s fees and expenses from those of its peers.

 

Fund Performance

 

The Board also considered, among other data, the Fund’s performance results during certain periods ended October 31, 2024, and noted that the Board reviews on a quarterly basis detailed information about the Fund’s performance results, portfolio composition and investment strategies. The Board noted that the Fund had underperformed the peer group median for the three- and five-year periods ended October 31, 2024, but had outperformed the peer group median for the one-year period. The Board noted Adler’s response in the 15(c) request for information and at the Meeting that the Fund should be distinguished from the peer group funds because Broadridge characterized the Fund as a mid-cap value fund, with which Adler generally agreed. Adler noted the Broadridge peer group was not comprised of funds with holdings predominantly in mid-cap value stocks. The Board also took into account the impact of current market conditions on Fund performance, noting the underperformance of the overall market for value stocks.

19

 

ADLER VALUE FUND
ADDITIONAL INFORMATION (Unaudited) (Continued)

 

Economies of Scale

 

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

 

Financial Condition of the Adviser and Adviser Profitability

 

Additionally, the Board took into consideration the financial condition and profitability of Adler and the direct and indirect benefits derived by Adler from the Fund. The information considered by the Board included operating profit margin information for Adler’s business as a whole. The Board considered Adler’s commitment to contractually limit the Fund’s net operating expenses. The Board reviewed the profitability of Adler’s relationship with the Fund both before and after-tax expenses, noting that Mr. Adler’s relationship with the Fund was not profitable at this time. The Board considered whether Adler 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 its belief that Adler may derive benefits to its reputation and other benefits from its association with the Fund. The Board recognized that Adler 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 Adler’s level of profitability, if any, from its relationship with the Fund was reasonable and not excessive.

 

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

20

 

ADLER VALUE FUND
FEDERAL TAX INFORMATION (Unaudited)

 

Qualified Dividend Income – The Fund designates 92.96%, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue code, as qualified dividend income eligible for the reduced tax rate.

 

Dividends Received Deduction – Corporate shareholders are generally entitled to take the dividends received deduction on the portion of a Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal period ended May 31, 2025, 94.31% of ordinary income dividends qualifies for the corporate dividends received deduction.

21

 

 

 

 

 

 

 

 

 

 

 

(EVOLUTIONARY TREE LOGO)

 

 

 

 

 

EVOLUTIONARY TREE INNOVATORS FUND
 
I Class Shares (INVNX)
A Class Shares (INVTX)
 
Annual Financial Statements
and Additional Information
May 31, 2025

 

 

EVOLUTIONARY TREE INNOVATORS FUND
SCHEDULE OF INVESTMENTS
May 31, 2025
COMMON STOCKS — 95.3%   Shares     Value  
Communications — 13.1%                
Digital Media — 4.3%                
Meta Platforms, Inc. - Class A     1,620     $ 1,048,934  
                 
Entertainment — 8.8%                
Netflix, Inc. (a)     1,035       1,249,483  
Roblox Corporation - Class A (a)     10,275       893,719  
              2,143,202  
Consumer Discretionary — 17.9%                
E-Commerce — 17.0%                
Amazon.com, Inc. (a)     10,425       2,137,229  
MercadoLibre, Inc. (a)     465       1,191,930  
Shopify, Inc. - Class A (a)     7,395       792,892  
              4,122,051  
Restaurants — 0.9%                
Sweetgreen, Inc. - Class A (a)     17,025       228,476  
                 
Financials — 4.5%                
Financial Services — 4.5%                
Affirm Holdings, Inc. - Class A (a)     10,305       534,830  
Visa, Inc. - Class A     1,518       554,358  
              1,089,188  
Health Care — 13.3%                
Biotechnology — 3.7%                
argenx SE - ADR (a)     891       510,775  
Krystal Biotech, Inc. (a)     3,090       389,216  
              899,991  
Medical Technology — 6.5%                
Intuitive Surgical, Inc. (a)     829       457,890  
PROCEPT BioRobotics Corporation (a)     19,051       1,104,958  
              1,562,848  
Pharmaceuticals — 3.1%                
Ascendis Pharma A/S - ADR (a)     4,653       757,695  

1

 

EVOLUTIONARY TREE INNOVATORS FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.3% (Continued)   Shares     Value  
Industrials — 9.8%                
Defense IT & Services — 5.6%                
Axon Enterprise, Inc. (a)     817     $ 613,044  
CACI International, Inc. - Class A (a)     1,755       751,140  
              1,364,184  
Mobility & Delivery Services — 4.2%                
Uber Technologies, Inc. (a)     12,008       1,010,593  
                 
Technology — 36.7%                
Application Software — 17.4%                
HubSpot, Inc. (a)     641       378,126  
Monday.com Ltd. (a)     2,875       855,284  
ServiceNow, Inc. (a)     1,482       1,498,435  
Synopsys, Inc. (a)     2,215       1,027,716  
Workday, Inc. - Class A (a)     1,895       469,410  
              4,228,971  
Financial Services Technology — 2.6%                
Clearwater Analytics Holdings, Inc. - Class A (a)     27,325       631,208  
                 
Infrastructure Software — 9.2%                
Microsoft Corporation     4,815       2,216,633  
                 
IT Security — 7.5%                
CyberArk Software Ltd. (a)     3,420       1,309,108  
Zscaler, Inc. (a)     1,860       512,802  
              1,821,910  
                 
Total Common Stocks (Cost $14,851,392)           $ 23,125,884  

2

 

EVOLUTIONARY TREE INNOVATORS FUND
SCHEDULE OF INVESTMENTS (Continued)
MONEY MARKET FUNDS — 4.8%   Shares     Value  
First American Treasury Obligations Fund - Class X, 4.23% (b) (Cost $1,157,817)     1,157,817     $ 1,157,817  
                 
Investments at Value — 100.1% (Cost $16,009,209)           $ 24,283,701  
                 
Liabilities in Excess of Other Assets — (0.1%)             (16,738 )
                 
Net Assets — 100.0%           $ 24,266,963  

 

A/S - Aktieselskab

 

ADR - American Depositary Receipt

 

SE - Societe Europaea

 

(a) Non-income producing security.

 

(b) The rate shown is the 7-day effective yield as of May 31, 2025.

 

See accompanying notes to financial statements.

3

 

EVOLUTIONARY TREE INNOVATORS FUND
STATEMENT OF ASSETS AND LIABILITIES
May 31, 2025
ASSETS        
Investments in securities:        
At cost   $ 16,009,209  
At value (Note 2)   $ 24,283,701  
Receivable for capital shares sold     1,562  
Dividends receivable     10,065  
Other assets     21,571  
Total assets     24,316,899  
         
LIABILITIES        
Payable for capital shares redeemed     15,920  
Payable to Adviser (Note 4)     10,753  
Payable to administrator (Note 4)     10,441  
Accrued distribution fees (Note 4)     1,298  
Accrued borrowing costs (Note 5)     1,125  
Other accrued expenses     10,399  
Total liabilities     49,936  
CONTINGENCIES AND COMMITMENTS (NOTE 6)      
NET ASSETS   $ 24,266,963  
         
NET ASSETS CONSIST OF:        
Paid-in capital   $ 25,671,199  
Accumulated deficit     (1,404,236 )
NET ASSETS   $ 24,266,963  
         
NET ASSET VALUE PER SHARE:        
I CLASS SHARES        
Net assets applicable to I Class Shares   $ 21,426,918  
I Class Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)     985,580  
Net asset value, offering price and redemption price per share (Note 2)   $ 21.74  
         
A CLASS SHARES        
Net assets applicable to A Class Shares   $ 2,840,045  
A Class Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)     131,733  
Net asset value and redemption price per share (Note 2)   $ 21.56  
Maximum sales charge     5.75 %
Maximum offering price per share (Note 2)   $ 22.88  

 

See accompanying notes to financial statements.

4

 

EVOLUTIONARY TREE INNOVATORS FUND
STATEMENT OF OPERATIONS
For the Year Ended May 31, 2025
INVESTMENT INCOME        
Dividends   $ 68,389  
Foreign withholding tax on dividends     (168 )
Total investment income     68,221  
         
EXPENSES        
Management fees (Note 4)     244,209  
Registration and filing fees - I Class Shares     27,250  
Registration and filing fees - A Class Shares     19,352  
Fund accounting fees (Note 4)     44,113  
Administration fees (Note 4)     41,751  
Transfer agent fees - I Class Shares (Note 4)     18,248  
Transfer agent fees - A Class Shares (Note 4)     13,685  
Legal fees     25,763  
Trustees’ fees and expenses (Note 4)     21,352  
Audit and tax services fees     17,632  
Compliance fees (Note 4)     12,000  
Shareholder reporting expenses     9,794  
Distribution fees - A Class Shares (Note 4)     7,946  
Custodian and bank service fees     7,349  
Postage and supplies     6,283  
Networking fees     6,040  
Insurance expense     3,032  
Borrowing expense (Note 5)     1,125  
Other expenses     15,011  
Total expenses     541,935  
Less fee reductions by the Adviser (Note 4)     (236,760 )
Net expenses     305,175  
         
NET INVESTMENT LOSS     (236,954 )
         
REALIZED AND UNREALIZED GAINS ON INVESTMENTS        
Net realized gains on investment transactions     4,504,937  
Net change in unrealized appreciation (depreciation) on investments     2,156,692  
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS     6,661,629  
         
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 6,424,675  

 

See accompanying notes to financial statements.

5

 

EVOLUTIONARY TREE INNOVATORS FUND
STATEMENTS OF CHANGES IN NET ASSETS
    Year Ended     Year Ended  
    May 31,     May 31,  
    2025     2024  
FROM OPERATIONS                
Net investment loss   $ (236,954 )   $ (199,045 )
Net realized gains from investment transactions     4,504,937       1,202,460  
Net change in unrealized appreciation (depreciation) on investments     2,156,692       3,253,314  
Net increase in net assets resulting from operations     6,424,675       4,256,729  
                 
CAPITAL SHARE TRANSACTIONS                
I Class Shares                
Proceeds from shares sold     2,294,360       3,943,038  
Payments for shares redeemed     (11,277,957 )     (2,535,088 )
Net increase (decrease) in I Class Shares net assets from capital share transactions     (8,983,597 )     1,407,950  
                 
A Class Shares                
Proceeds from shares sold     923,094       1,989,757  
Payments for shares redeemed     (1,958,013 )     (2,484,178 )
Net decrease in A Class Shares net assets from capital share transactions     (1,034,919 )     (494,421 )
                 
TOTAL INCREASE (DECREASE) IN NET ASSETS     (3,593,841 )     5,170,258  
                 
NET ASSETS                
Beginning of year     27,860,804       22,690,546  
End of year   $ 24,266,963     $ 27,860,804  
                 
CAPITAL SHARES ACTIVITY                
I Class Shares                
Shares sold     111,874       233,005  
Shares redeemed     (533,069 )     (154,972 )
Net increase (decrease) in shares outstanding     (421,195 )     78,033  
Shares outstanding, beginning of year     1,406,775       1,328,742  
Shares outstanding, end of year     985,580       1,406,775  
                 
A Class Shares                
Shares sold     47,086       125,702  
Shares redeemed     (94,193 )     (148,388 )
Net decrease in shares outstanding     (47,107 )     (22,686 )
Shares outstanding, beginning of year     178,840       201,526  
Shares outstanding, end of year     131,733       178,840  

 

See accompanying notes to financial statements.

6

 

EVOLUTIONARY TREE INNOVATORS FUND
I CLASS SHARES
FINANCIAL HIGHLIGHTS

 

Per Share Data for a Share Outstanding Throughout Each Period

 

    Year Ended     Year Ended     Year Ended     Year Ended     Period Ended  
    May 31,     May 31,     May 31,     May 31,     May 31,  
    2025     2024     2023     2022     2021 (a)  
Net asset value at beginning of period   $ 17.58     $ 14.83     $ 13.32     $ 25.46     $ 20.00  
Income (loss) from investment operations:                                        
Net investment loss (b)     (0.15 )     (0.12 )     (0.09 )     (0.24 )     (0.18 )
Net realized and unrealized gains (losses) on investments     4.31       2.87       1.60       (11.18 )     5.64  
Total from investment operations     4.16       2.75       1.51       (11.42 )     5.46  
Less distributions from:                                        
Net realized gains                       (0.72 )      
Net asset value at end of period   $ 21.74     $ 17.58     $ 14.83     $ 13.32     $ 25.46  
Total return (c)     23.66 %     18.54 %     11.34 %     (46.09 %)     27.30 (d)
Net assets at end of period (000’s)   $ 21,427     $ 24,735     $ 19,711     $ 11,472     $ 27,923  
Ratios/supplementary data:                                        
Ratio of total expenses to average net assets     1.66 %     1.77 %     2.08 %     1.59 %     1.65 (e)
Ratio of net expenses to average net assets (f)     0.97 (g)     0.97 %     0.97 %     1.00 (g)     0.97 (e)
Ratio of net investment loss to average net assets (f)     (0.75 %)     (0.73 %)     (0.66 %)     (0.99 %)     (0.97 %) (e)
Portfolio turnover rate     38 %     57 %     84 %     169 %     33 (d)

 

(a) Represents the period from the commencement of operations (September 9, 2020) through May 31, 2021.

 

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

 

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

 

(d) Not annualized.

 

(e) Annualized.

 

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

 

(g) Includes 0.00% (h) and 0.03% of borrowing costs for fiscal years ended May 31, 2025 and May 31, 2022, respectively (Note 5).

 

(h) Rounds to less than 0.01%.

 

See accompanying notes to financial statements.

7

 

EVOLUTIONARY TREE INNOVATORS FUND
A CLASS SHARES
FINANCIAL HIGHLIGHTS

 

Per Share Data for a Share Outstanding Throughout Each Period

 

    Year Ended     Year Ended     Year Ended     Period Ended  
    May 31,     May 31,     May 31,     May 31,  
    2025     2024     2023     2022 (a)  
Net asset value at beginning of period   $ 17.48     $ 14.78     $ 13.31     $ 18.27  
Income (loss) from investment operations:                                
Net investment loss (b)     (0.20 )     (0.16 )     (0.12 )     (0.05 )
Net realized and unrealized gains (losses) on investments     4.28       2.86       1.59       (4.91 )
Total from investment operations     4.08       2.70       1.47       (4.96 )
Net asset value at end of period   $ 21.56     $ 17.48     $ 14.78     $ 13.31  
Total return (c)     23.34 %     18.27 %     11.04 %     (27.15 %) (d)
Net assets at end of period (000’s)   $ 2,840     $ 3,126     $ 2,979     $ 1  
Ratios/supplementary data:                                
Ratio of total expenses to average net assets     2.78 %     2.74 %     4.18 %     3706.34 (e)
Ratio of net expenses to average net assets (f)     1.22 (h)     1.22 %     1.22 %     1.22 (e)
Ratio of net investment loss to average net assets (f)     (1.00 %)     (0.97 %)     (0.87 %)     (1.21 %) (e)
Portfolio turnover rate     38 %     57 %     84 %     169 (g)

 

(a) Represents the period from the commencement of operations (February 28, 2022) through May 31, 2022.

 

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

 

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

 

(d) Not annualized.

 

(e) Annualized.

 

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

 

(g) Portfolio turnover rate for the period ended May 31, 2022 is calculated at the Fund level.

 

(h) Includes 0.00% (i) of borrowing costs (Note 5).

 

(i) Rounds to less than 0.01%.

 

See accompanying notes to financial statements.

8

 

EVOLUTIONARY TREE INNOVATORS FUND
NOTES TO FINANCIAL STATEMENTS
May 31, 2025

 

1. Organization

 

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

 

The investment objective of the Fund is to seek to achieve long-term growth of capital.

 

The Fund currently offers two classes of shares: I Class Shares (sold without any sales loads and distribution and/or service fees and requiring a $50,000 initial investment) and A Class Shares (sold subject to an initial maximum front-end sales load of 5.75% and a distribution (12b-1) fee of up to 0.25% of the average daily net assets attributable to A Class Shares, requiring a $ 1,000 initial investment and for purchases of $1,000,000 or more, a front end sales load is not charged but a 1% contingent deferred sales charge (“CDSC”) may be charged if redeemed during the first 18 months) (each a “Class”). Each share class represents an ownership interest in the same investment portfolio.

 

The Fund has adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”). Adoption of the standard impacted financial statement disclosures only and did not affect the Fund’s financial position or the results of its operations. An operating segment is defined in Topic 280 as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The CODM is Evolutionary Tree Capital Management, LLC (the “Adviser”), the Fund’s investment adviser. The Fund operates as a single operating segment. The Fund’s income, expenses, assets, changes in net assets resulting from operations and performance are regularly monitored and assessed as a whole by the CODM responsible for oversight functions of the Fund, using the information presented in the financial statements and financial highlights.

 

2. Significant Accounting Policies

 

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

 

Securities valuation – The Fund values its portfolio securities at market value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open for business. The Fund values

9

 

EVOLUTIONARY TREE INNOVATORS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

its listed securities on the basis of the security’s last sale price on the security’s primary exchange, if available, otherwise at the exchange’s most recently quoted mean price. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. Investments representing shares of other open-end investment companies, other than exchange-traded funds, if any, but including money market funds, are valued at their net asset value (“NAV”) as reported by such companies. When using a quoted price and when the market for the security is considered active, the security will be classified as Level 1 within the fair value hierarchy (see below). In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value as determined by the Adviser, as the Fund’s valuation designee, in accordance with procedures adopted by the Board of Trustees (the “Board”) pursuant to Rule 2a-5 under the Investment Company Act of 1940, as amended (the “1940 Act”). Under these procedures, the securities will be classified as Level 2 or 3 within the fair value hierarchy, depending on the inputs used. Unavailable or unreliable market quotes may be due to the following factors: a substantial bid-ask spread; infrequent sales resulting in stale prices; insufficient trading volume; small trade sizes; a temporary lapse in any reliable pricing source; and actions of the securities or futures markets, such as the suspension or limitation of trading. As a result, the prices of securities used to calculate the Fund’s NAV may differ from quoted or published prices for the same securities.

 

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

 

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

 

Level 1 – quoted prices in active markets for identical securities

 

Level 2 – other significant observable inputs

 

Level 3 – significant unobservable inputs

 

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

 

The following is a summary of the Fund’s investments based on the inputs used to value the investments as of May 31, 2025, by security type:

 

    Level 1     Level 2     Level 3     Total  
Common Stocks   $ 23,125,884     $     $     $ 23,125,884  
Money Market Funds     1,157,817                   1,157,817  
Total   $ 24,283,701     $     $     $ 24,283,701  
                                 

10

 

EVOLUTIONARY TREE INNOVATORS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

Refer to the Fund’s Schedule of Investments for a listing of the common stocks by sector and industry type. The Fund did not hold any derivative instruments or any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the year ended May 31, 2025.

 

Share valuation – The NAV per share of each class of shares of the Fund is calculated daily by dividing the total value of the assets attributable to that class, less liabilities attributable to that class, by the number of shares outstanding of that class. The offering price and redemption price per share of I Class Shares is equal to the NAV per share. The maximum offering price per share of A Class Shares of the Fund is equal to the NAV per shares plus a sales load equal to 5.75% as a percentage of offering price. A Class Shares purchases of $1,000,000 or more, a front end sales load is not charged, but a CDSC of 1% may be charged if shares are redeemed during the first 18 months of purchase.

 

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

 

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

 

Allocation between classes – Investment income earned, realized capital gains and losses, and unrealized appreciation and depreciation are allocated daily to each class of a Fund based upon its proportionate share of total net assets of that Fund. Class-specific expenses are charged directly to the class incurring the expense. Common expenses which are not attributable to a specific class are allocated daily to each class of shares of a Fund based upon its proportionate share of total net assets of that Fund. Distribution fees, registration and filing fees and transfer agent fees are class specific expenses.

 

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

 

Distributions to shareholders – The Fund distributes to shareholders any net investment income dividends and net realized capital gains on an annual basis. The amount of such dividends and distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. There were no distributions paid to shareholders by the Fund during the years ended May 31, 2025 and 2024.

11

 

EVOLUTIONARY TREE INNOVATORS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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

 

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

 

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

 

The following information is computed on a tax basis for each item as of May 31, 2025:

 

Cost of investments   $ 16,680,510  
Gross unrealized appreciation     8,255,990  
Gross unrealized depreciation     (652,799 )
Net unrealized appreciation     7,603,191  
Accumulated capital and other losses     (9,007,427 )
Accumulated deficit   $ (1,404,236 )
         

 

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.

 

Net qualified late year losses, incurred after December 31, 2024, and within the current taxable year are deemed to arise on the first day of the Fund’s next taxable year. for the year ended May 31, 2025, the Fund deferred $99,356 of qualified late year losses to June 1, 2025.

 

As of May 31, 2025, the Fund had short-term and long-term capital loss carryforwards (“CLCFs”) of $8,113,253 and $794,818, respectively, for federal income tax purposes. These CLCFs, which do not expire, may be utilized in future years to offset net realized capital gains, if any.

12

 

EVOLUTIONARY TREE INNOVATORS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

For the year ended May 31, 2025, the Fund reclassified $230,445 of accumulated deficit against paid-in capital on the Statement of Assets and Liabilities due to net operating loss. Such reclassification, the result of permanent differences between the financial statement and income tax reporting requirements, has no effect on the Fund’s net assets or NAV per share.

 

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

 

The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the Statement of Operations. During the year ended May 31, 2025, the Fund did not incur any interest or penalties.

 

3. Investment Transactions

 

During the year ended May 31, 2025, the cost of purchases and proceeds from sales of investment securities, other than short-term investments, amounted to $11,079,809 and $21,353,860, respectively.

 

4. Transactions with Related Parties

 

INVESTMENT ADVISORY AGREEMENT

 

The Fund’s investments are managed by the Adviser pursuant to the terms of an Investment Advisory Agreement. The Fund pays the Adviser a management fee, computed and accrued daily and paid monthly, at the annual rate of 0.80% of average daily net assets.

 

Pursuant to an Expense Limitation Agreement (“ELA”) between the Fund and the Adviser, the Adviser has agreed contractually, until October 31, 2025, to reduce its management fees and reimburse other expenses to the extent necessary to limit total annual fund operating expenses (exclusive of brokerage costs, taxes, interest, borrowing costs such as interest and dividend expenses on securities sold short, costs to organize the Fund, acquired fund fees and expenses, extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business) to an amount not to exceed 0.97% of average daily net assets attributable to I Class Shares and 1.22% of average daily net assets attributable to A Class Shares. Accordingly, during the year ended May 31, 2025, the Adviser waived management fees in the amount of $236,760.

13

 

EVOLUTIONARY TREE INNOVATORS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

Under the terms of the ELA, management fee reductions and/or expense reimbursements by the Adviser are subject to repayment by the Fund for a period of 36 months after such date that fees and expenses were incurred, provided that the repayments do not cause total annual fund operating expenses to exceed: (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. Prior to October 31, 2025, this agreement may not be modified or terminated without the approval of the Fund’s Board of Trustees. This agreement will terminate automatically if the Fund’s investment advisory agreement with the Adviser is terminated. As of May 31, 2025, the Adviser may seek repayment of management fee reductions no later than the dates as stated below:

 

May 31, 2026   $ 248,883  
May 31, 2027     233,799  
May 31, 2028     236,760  
Total   $ 719,442  
         

 

OTHER SERVICE PROVIDERS

 

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

 

Under the terms of a Distribution Agreement with the Trust, Ultimus Fund Distributors, LLC (the “Distributor”) serves as principal underwriter to the Fund. The Distributor is a wholly-owned subsidiary of Ultimus. The Distributor is compensated by the Adviser (not the Fund) for acting as principal underwriter. As of May 31, 2025, the Distributor did not collect any fees related to CDSC fees on redemptions of A Class Shares.

 

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

 

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

 

DISTRIBUTION PLAN

 

The Fund has adopted a plan of distribution (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act, which permits A Class Shares of the Fund to directly incur or reimburse the Fund’s principal underwriter for certain expenses related to the distribution of its shares. The annual limitation for payment of expenses pursuant to the Plan is 0.25% of the Fund’s

14

 

EVOLUTIONARY TREE INNOVATORS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

average daily net assets allocable to A Class Shares. The Fund has not adopted a plan of distribution with respect to the I Class Shares. During the year ended May 31, 2025, the A Class Shares incurred $7,946 of distribution fees under the Plan.

 

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 May 31, 2025, the following shareholder owned of record more than 25% of the outstanding shares of the Fund:

 

NAME OF RECORD OWNERS % Ownership
Charles Schwab & Company (for the benefit of its customers) 91%

 

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

 

5. Borrowing Costs

 

From time to time, the Fund may have an overdrawn cash balance at the custodian due to redemptions or market movements. When this occurs, the Fund will incur borrowing costs charged by the custodian. During the year ended May 31, 2025, the Fund incurred $1,125 of borrowing costs.

 

6. Contingencies and Commitments

 

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

 

7. Non-Diversification Risk

 

The Fund is a non-diversified fund. As a result, the Fund’s holdings may be more concentrated in a limited number of securities and the value of its shares may be more sensitive than a diversified fund to any single economic, business, political, or regulatory occurrence.

15

 

EVOLUTIONARY TREE INNOVATORS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

8. Sector Risk

 

If a Fund has significant investments in the securities of issuers within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss in the Fund and increase the volatility of the Fund’s NAV per share. Occasionally, market conditions, regulatory changes or other developments may negatively impact a particular sector. As of May 31, 2025, the Fund had 36.7% of the value of its net assets invested in stocks within the Technology sector.

 

9. Subsequent Events

 

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

16

 

EVOLUTIONARY TREE INNOVATORS FUND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 

To the Shareholders of Evolutionary Tree Innovators 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 Evolutionary Tree Innovators Fund (the “Fund”), a series of Ultimus Managers Trust, as of May 31, 2025, 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, and the financial highlights for each of the three 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 May 31, 2025, 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, in conformity with accounting principles generally accepted in the United States of America.

 

The Fund’s financial highlights for the year and period ended May 31, 2022, and prior, were audited by another auditor whose report dated July 20, 2022, expressed an unqualified opinion on those financial highlights.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. 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 audit 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 May 31, 2025, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and

17

 

EVOLUTIONARY TREE INNOVATORS FUND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM (Continued)

 

significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Fund’s auditor since 2023.

 

(SIGNATURE)

 

COHEN & COMPANY, LTD.

Philadelphia, Pennsylvania

July 29, 2025

18

 

EVOLUTIONARY TREE INNOVATORS FUND
ADDITIONAL INFORMATION (Unaudited)

 

Changes in and/or Disagreements with Accountants

 

There were no changes in and/or disagreements with accountants during the period covered by this report.

 

Proxy Disclosures

 

Not applicable.

 

Renumeration Paid to Directors, Officers and Others

 

Refer to the financial statements included herein.

 

Statement Regarding Basis for Approval of Investment Advisory Agreement

 

Not applicable.

19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KEMPNER MULTI-CAP DEEP VALUE FUND

 

Institutional Class (FIKDX)

 

Investor Class (FAKDX)

 

 

 

 

 

 

Annual Financial Statements and Additional Information

May 31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KEMPNER MULTI-CAP DEEP VALUE FUND
SCHEDULE OF INVESTMENTS
May 31, 2025
COMMON STOCKS — 84.9%   Shares     Value  
Communications — 6.3%                
Entertainment Content — 3.6%                
Walt Disney Company (The)     28,700     $ 3,244,248  
                 
Internet Media & Services — 2.7%                
Alphabet, Inc. - Class C     13,800       2,385,330  
                 
Consumer Staples — 2.6%                
Food — 2.6%                
Tyson Foods, Inc. - Class A     41,200       2,313,792  
                 
Energy — 11.4%                
Oil & Gas Producers — 9.5%                
Black Stone Minerals, L.P.     169,300       2,260,155  
BP plc - ADR     22,120       643,692  
Diamondback Energy, Inc.     4,600       618,930  
Exxon Mobil Corporation     24,221       2,477,808  
Shell plc - ADR     39,454       2,612,644  
              8,613,229  
Oil & Gas Services & Equipment — 1.9%                
Schlumberger Ltd.     51,155       1,690,673  
                 
Financials — 19.5%                
Banking — 11.2%                
Bank of America Corporation     69,420       3,063,505  
Citigroup, Inc.     37,260       2,806,423  
Citizens Financial Group, Inc.     54,950       2,217,232  
Truist Financial Corporation     49,400       1,951,300  
              10,038,460  
Insurance — 8.3%                
Chubb Ltd.     5,500       1,634,600  
Equitable Holdings, Inc.     43,850       2,318,350  
Everest Group Ltd.     3,100       1,076,289  
Lincoln National Corporation     74,850       2,480,529  
              7,509,768  
Health Care — 12.4%                
Biotech & Pharma — 2.7%                
Merck & Company, Inc.     31,500       2,420,460  
                 
Health Care Facilities & Services — 2.3%                
UnitedHealth Group, Inc.     6,835       2,063,555  

1

 

KEMPNER MULTI-CAP DEEP VALUE FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 84.9% (Continued)   Shares     Value  
Health Care — 12.4% (Continued)                
Medical Equipment & Devices — 7.4%                
Baxter International, Inc.     56,500     $ 1,723,250  
CONMED Corporation     43,500       2,468,625  
Zimmer Biomet Holdings, Inc.     26,850       2,474,764  
              6,666,639  
Industrials — 4.1%                
Aerospace & Defense — 1.3%                
L3Harris Technologies, Inc.     4,852       1,185,538  
                 
Electrical Equipment — 2.8%                
Sensata Technologies Holding plc     97,120       2,530,947  
                 
Materials — 5.9%                
Chemicals — 4.6%                
FMC Corporation     28,482       1,155,230  
International Flavors & Fragrances, Inc.     22,500       1,722,600  
LyondellBasell Industries N.V. - Class A     22,000       1,242,780  
              4,120,610  
Metals & Mining — 1.3%                
BHP Group Ltd. - ADR     6,900       338,031  
Rio Tinto plc - ADR     15,100       897,393  
              1,235,424  
Real Estate — 3.8%                
REITs — 3.8%                
Easterly Government Properties, Inc. (a)     89,840       1,952,223  
Realty Income Corporation     25,500       1,443,810  
              3,396,033  
Technology — 17.9%                
Semiconductors — 12.4%                
Micron Technology, Inc.     43,800       4,137,348  
Taiwan Semiconductor Manufacturing Company Ltd. - ADR     27,770       5,368,496  
Teradyne, Inc.     21,000       1,650,600  
              11,156,444  
Technology Hardware — 2.5%                
Cisco Systems, Inc.     35,620       2,245,485  
                 
Technology Services — 3.0%                
Global Payments, Inc.     35,750       2,703,058  

2

 

KEMPNER MULTI-CAP DEEP VALUE FUND
SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 84.9% (Continued)   Shares     Value  
Utilities — 1.0%                
Electric Utilities — 1.0%                
Eversource Energy     13,600     $ 881,416  
                 
Total Common Stocks (Cost $71,026,307)           $ 76,401,109  

 

MONEY MARKET FUNDS — 14.9%   Shares     Value  
First American Treasury Obligations Fund - Class X, 4.23% (b) (Cost $13,420,761)     13,420,761     $ 13,420,761  
                 
Investments at Value — 99.8% (Cost $84,447,068)           $ 89,821,870  
                 
Other Assets in Excess of Liabilities — 0.2%             144,448  
                 
Net Assets — 100.0%           $ 89,966,318  

 

ADR - American Depositary Receipt

 

N.V. - Naamloze Vennootschap

 

plc - Public Limited Company

 

(a) Non-income producing security.

 

(b) The rate shown is the 7-day effective yield as of May 31, 2025.

 

See accompanying notes to financial statements.

3

 

KEMPNER MULTI-CAP DEEP VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES
May 31, 2025
ASSETS        
Investments in securities:        
At cost   $ 84,447,068  
At value (Note 2)   $ 89,821,870  
Dividends receivable     191,849  
Tax reclaims receivable     37,792  
Other assets     8,310  
Total assets     90,059,821  
         
LIABILITIES        
Payable to Adviser (Note 4)     44,778  
Payable to administrator (Note 4)     15,650  
Accrued distribution fees (Note 4)     4,111  
Other accrued expenses     28,964  
Total liabilities     93,503  
         
NET ASSETS   $ 89,966,318  
         
NET ASSETS CONSIST OF:        
Paid-in capital   $ 77,946,295  
Distributable earnings     12,020,023  
NET ASSETS   $ 89,966,318  
         
NET ASSET VALUE PER SHARE:        
INSTITUTIONAL CLASS        
Net assets applicable to Institutional Class   $ 77,200,500  
Institutional Class shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)     6,759,260  
Net asset value, offering price and redemption price per share (Note 2)   $ 11.42  
         
INVESTOR CLASS        
Net assets applicable to Investor Class   $ 12,765,818  
Investor Class shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)     1,118,501  
Net asset value, offering price and redemption price per share (Note 2)   $ 11.41  

 

See accompanying notes to financial statements.

4

 

KEMPNER MULTI-CAP DEEP VALUE FUND
STATEMENT OF OPERATIONS
For the Year Ended May 31, 2025
INVESTMENT INCOME        
Dividend income   $ 2,936,435  
Foreign withholding taxes on dividends     (14,837 )
Total investment income     2,921,598  
         
EXPENSES        
Management fees (Note 4)     550,032  
Administration fees (Note 4)     100,800  
Fund accounting fees (Note 4)     53,039  
Distribution fees - Investor Class (Note 4)     40,113  
Transfer agent fees (Note 4)     29,140  
Legal fees     25,763  
Trustees’ fees and expenses (Note 4)     21,352  
Audit and tax services fees     19,332  
Registration and filing fees     14,988  
Custodian and bank service fees     13,199  
Compliance fees (Note 4)     12,000  
Shareholder reporting expenses     7,518  
Insurance expense     3,380  
Postage and supplies     3,144  
Other expenses     26,315  
Total expenses     920,115  
         
NET INVESTMENT INCOME     2,001,483  
         
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS        
Net realized gains from investment transactions     6,289,269  
Net change in unrealized appreciation (depreciation) on investments     (6,122,249 )
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS     167,020  
         
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 2,168,503  

 

See accompanying notes to financial statements.

5

 

KEMPNER MULTI-CAP DEEP VALUE FUND
STATEMENTS OF CHANGES IN NET ASSETS
    Year     Year  
    Ended     Ended  
    May 31,     May 31,  
    2025     2024  
FROM OPERATIONS                
Net investment income   $ 2,001,483     $ 1,975,629  
Net realized gains from investment transactions     6,289,269       5,116,499  
Net change in unrealized appreciation (depreciation) on investments     (6,122,249 )     16,128,109  
Net increase in net assets resulting from operations     2,168,503       23,220,237  
                 
FROM DISTRIBUTIONS TO SHAREHOLDERS (Note 2)                
Institutional Class     (6,191,848 )     (3,392,854 )
Investor Class     (1,036,183 )     (812,320 )
Decrease in net assets from distributions to shareholders     (7,228,031 )     (4,205,174 )
                 
CAPITAL SHARE TRANSACTIONS                
Institutional Class                
Proceeds from shares sold     6,846,204       29,682  
Net asset value of shares issued in reinvestment of distributions to shareholders     4,442,069       2,573,944  
Payments for shares redeemed     (3,811,884 )     (1,152,880 )
Net increase in Institutional Class net assets from capital share transactions     7,476,389       1,450,746  
                 
Investor Class                
Proceeds from shares sold     3,082,409       87,699  
Net asset value of shares issued in reinvestment of distributions to shareholders     812,787       680,680  
Payments for shares redeemed     (9,463,826 )     (1,090,495 )
Net decrease in Investor Class net assets from capital share transactions     (5,568,630 )     (322,116 )
                 
TOTAL INCREASE (DECREASE) IN NET ASSETS     (3,151,769 )     20,143,693  
                 
NET ASSETS                
Beginning of year     93,118,087       72,974,394  
End of year   $ 89,966,318     $ 93,118,087  

 

See accompanying notes to financial statements.

6

 

KEMPNER MULTI-CAP DEEP VALUE FUND
STATEMENTS OF CHANGES IN NET ASSETS (Continued)
    Year     Year  
    Ended     Ended  
    May 31,     May 31,  
    2025     2024  
CAPITAL SHARES ACTIVITY                
Institutional Class                
Shares sold     541,148       2,625  
Shares issued in reinvestment of distributions to shareholders     384,544       241,821  
Shares redeemed     (322,643 )     (106,627 )
Net increase in shares outstanding     603,049       137,819  
Shares outstanding at beginning of year     6,156,211       6,018,392  
Shares outstanding at end of year     6,759,260       6,156,211  
                 
Investor Class                
Shares sold     244,528       8,022  
Shares issued in reinvestment of distributions to shareholders     70,200       64,032  
Shares redeemed     (747,586 )     (105,124 )
Net decrease in shares outstanding     (432,858 )     (33,070 )
Shares outstanding at beginning of year     1,551,359       1,584,429  
Shares outstanding at end of year     1,118,501       1,551,359  

 

See accompanying notes to financial statements.

7

 

KEMPNER MULTI-CAP DEEP VALUE FUND
INSTITUTIONAL CLASS
FINANCIAL HIGHLIGHTS
 

Per Share Data for a Share Outstanding Throughout Each Year

    For the     For the     For the     For the     For the  
    Year     Year     Year     Year     Year  
    Ended     Ended     Ended     Ended     Ended  
    May 31,     May 31,     May 31,     May 31,     May 31,  
    2025     2024     2023     2022     2021  
Net asset value at beginning of year   $ 12.08     $ 9.60     $ 11.48     $ 12.79     $ 8.77  
                                         
Income (loss) from investment operations:                                        
Net investment income (a)     0.26       0.26       0.21       0.17       0.15  
Net realized and unrealized gains (losses) on investments     0.03       2.78       (1.35 )     (0.49 )     4.53  
Total from investment operations     0.29       3.04       (1.14 )     (0.32 )     4.68  
                                         
Less distributions from:                                        
Net investment income     (0.28 )     (0.25 )     (0.21 )     (0.15 )     (0.16 )
Net realized gains     (0.67 )     (0.31 )     (0.53 )     (0.84 )     (0.50 )
Total distributions     (0.95 )     (0.56 )     (0.74 )     (0.99 )     (0.66 )
                                         
Net asset value at end of year   $ 11.42     $ 12.08     $ 9.60     $ 11.48     $ 12.79  
                                         
Total return (b)     2.37 %     32.55 %     (9.97 %)     (2.61 %)     55.52 %
                                         
Net assets at end of year (000’s)   $ 77,201     $ 74,390     $ 57,777     $ 64,995     $ 69,143  
                                         
Ratios/supplementary data:                                        
Ratio of total expenses to average net assets     0.94 %     0.96 %     0.97 %     0.94 %     0.97 %
Ratio of net investment income to average net assets .     2.18 %     2.47 %     2.05 %     1.39 %     1.46 %
Portfolio turnover rate     44 %     37 %     34 %     33 %     21 %

 

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

 

(b) Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares.

 

See accompanying notes to financial statements.

8

 

KEMPNER MULTI-CAP DEEP VALUE FUND
INVESTOR CLASS
FINANCIAL HIGHLIGHTS
 

Per Share Data for a Share Outstanding Throughout Each Year

    For the     For the     For the     For the     For the  
    Year     Year     Year     Year     Year  
    Ended     Ended     Ended     Ended     Ended  
    May 31,     May 31,     May 31,     May 31,     May 31,  
    2025     2024     2023     2022     2021  
Net asset value at beginning of year   $ 12.07     $ 9.59     $ 11.47     $ 12.77     $ 8.76  
                                         
Income (loss) from investment operations:                                        
Net investment income (a)     0.23       0.24       0.19       0.14       0.13  
Net realized and unrealized gains (losses) on investments     0.02       2.77       (1.35 )     (0.48 )     4.51  
Total from investment operations     0.25       3.01       (1.16 )     (0.34 )     4.64  
                                         
Less distributions from:                                        
Net investment income     (0.24 )     (0.22 )     (0.19 )     (0.12 )     (0.13 )
Net realized gains     (0.67 )     (0.31 )     (0.53 )     (0.84 )     (0.50 )
Total distributions     (0.91 )     (0.53 )     (0.72 )     (0.96 )     (0.63 )
                                         
Net asset value at end of year   $ 11.41     $ 12.07     $ 9.59     $ 11.47     $ 12.77  
                                         
Total return (b)     2.09 %     32.27 %     (10.22 %)     (2.79 %)     55.09 %
                                         
Net assets at end of year (000’s)   $ 12,766     $ 18,728     $ 15,198     $ 17,626     $ 19,125  
                                         
Ratios/supplementary data:                                        
Ratio of total expenses to average net assets     1.19 %     1.21 %     1.22 %     1.19 %     1.22 %
Ratio of net investment income to average net assets .     1.95 %     2.22 %     1.79 %     1.14 %     1.21 %
Portfolio turnover rate     44 %     37 %     34 %     33 %     21 %

 

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

 

(b) Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares.

 

See accompanying notes to financial statements.

9

 

KEMPNER MULTI-CAP DEEP VALUE FUND
NOTES TO FINANCIAL STATEMENTS
May 31, 2025
 
1. Organization

 

Kempner Multi-Cap Deep Value Fund (the “Fund”) is a diversified series of Ultimus Managers Trust (the “Trust”). The Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund was reorganized into the Trust on April 28, 2017. Other series of the Trust are not incorporated in this report.

 

The investment objective of the Fund is to seek to generate a total pre-tax return, including capital growth and dividends, that is greater than the rate of inflation over a three-to-five-year period.

 

The Fund currently offers two classes of shares: Institutional Class shares (sold without any sales loads and distribution and/or shareholder servicing fees and requiring a $500,000 initial investment) and Investor Class shares (sold without any sales loads, but subject to a distribution and/or shareholder servicing fee of up to 0.25% of the average daily net assets attributable to Investor Class shares and requiring a $500 initial investment). Each share class represents an ownership interest in the same investment portfolio.

 

The Fund has adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2023-07, Segment Reporting (“Topic 280”) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”). Adoption of ASU 2023-07 impacted financial statement disclosures only and did not affect the Fund’s financial position or the results of its operations. An operating segment is defined in Topic 280 as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The CODM is Kempner Capital Management, Inc. (the “Adviser”). The Fund operates as a single operating segment. The Fund’s income, expenses, assets, changes in net assets resulting from operations and performance are regularly monitored and assessed as a whole by the CODM responsible for oversight functions of the Fund, using the information presented in the financial statements and financial highlights.

 

2. Significant Accounting Policies

 

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

 

Securities valuation – The Fund values its portfolio securities at market value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open for business. The Fund values its listed securities on the basis of the security’s last sale price on the security’s primary exchange,

10

 

KEMPNER MULTI-CAP DEEP VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
 

if available, otherwise at the exchange’s most recently quoted mean price. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. Investments representing shares of money market funds and other open-end investment companies are valued at their net asset value (“NAV”) as reported by such companies. When using a quoted price and when the market for the security is considered active, the security will be classified as Level 1 within the fair value hierarchy (see below). In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value as determined by the Adviser, as the valuation designee, in accordance with procedures adopted by the Board of Trustees (the “Board”) pursuant to Rule 2a-5 under the 1940 Act. Under these procedures, the securities will be classified as Level 2 or 3 within the fair value hierarchy, depending on the inputs used. Unavailable or unreliable market quotes may be due to the following factors: a substantial bid-ask spread; infrequent sales resulting in stale prices; insufficient trading volume; small trade sizes; a temporary lapse in any reliable pricing source; and actions of the securities or futures markets, such as the suspension or limitation of trading. As a result, the prices of securities used to calculate the Fund’s NAV may differ from quoted or published prices for the same securities.

 

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

 

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

 

Level 1 – quoted prices in active markets for identical securities

 

Level 2 – other significant observable inputs

 

Level 3 – significant unobservable inputs

 

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

 

The following is a summary of the Fund’s investments based on the inputs used to value the investments as of May 31, 2025 by security type:

 

    Level 1     Level 2     Level 3     Total  
Common Stocks   $ 76,401,109     $     $     $ 76,401,109  
Money Market Funds     13,420,761                   13,420,761  
Total   $ 89,821,870     $     $     $ 89,821,870  
                                 

 

Refer to the Fund’s Schedule of Investments for a listing of securities by sector and industry type. The Fund did not hold any derivative instruments or any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the year ended May 31, 2025.

11

 

KEMPNER MULTI-CAP DEEP VALUE 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 have been recorded in accordance with the Fund’s understanding of the applicable country’s rules and tax rates.

 

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

 

Allocation between classes – Investment income earned, realized capital gains and losses, and unrealized appreciation and depreciation are allocated daily to each class of the Fund based upon its proportionate share of total net assets of the Fund. Class-specific expenses are charged directly to the class incurring the expense. Common expenses which are not attributable to a specific class are allocated daily to each class of shares of the Fund based upon its proportionate share of total net assets of the Fund. Distribution fees are class specific expenses.

 

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

 

Distributions to shareholders – The Fund intends to declare and distribute net investment income dividends on a quarterly basis. In addition, the Fund will declare and distribute net realized capital gains, if any, on an annual basis. The amount of such dividends and distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. The tax character of distributions paid to shareholders by the Fund during the years ended May 31, 2025 and 2024 were as follows:

 

Year   Ordinary     Long-Term     Total  
Ended   Income     Capital Gains     Distributions  
5/31/2025   $ 3,398,108     $ 3,829,923     $ 7,228,031  
5/31/2024   $ 3,161,973     $ 1,043,201     $ 4,205,174  
                         

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

12

 

KEMPNER MULTI-CAP DEEP VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
 

Federal income tax – The Fund has qualified and intends to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986 (the “Code”). Qualification generally will relieve the Fund of liability for federal income taxes to the extent 100% of its net investment income and net realized capital gains are distributed in accordance with the Code. In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Fund’s intention to declare as dividends in each calendar year amounts equal to at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts from prior years.

 

The following information is computed on a tax basis for each item as of May 31, 2025:

 

Tax cost of investments   $ 84,400,043  
Gross unrealized appreciation   $ 12,798,389  
Gross unrealized depreciation     (7,376,562 )
Net unrealized appreciation     5,421,827  
Undistributed ordinary income     2,936,429  
Undistributed long-term gains     3,661,767  
Distributable earnings   $ 12,020,023  
         
         

The difference between the federal income tax cost of investments and the financial statement cost is due to certain differences in the recognition of capital gains and losses under income tax regulations and GAAP. These “book/tax” differences are temporary in nature and are related to losses deferred due to Master Limited Partnerships.

 

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

 

The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the Statement of Operations. During the year ended May 31, 2025, the Fund did not incur any interest or penalties.

 

3. Investment Transactions

 

During the year ended May 31, 2025, cost of purchases and proceeds from sales of investment securities, other than short-term investments, amounted to $35,178,903 and $42,344,600, respectively.

13

 

KEMPNER MULTI-CAP DEEP VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
 
4. Transactions with Related Parties

 

INVESTMENT ADVISORY AGREEMENT

 

The Fund’s investments are managed by the Adviser pursuant to the terms of an Investment Advisory Agreement. The Fund pays the Adviser a management fee, computed and accrued daily and paid monthly, at the annual rate of 0.59% of average daily net assets.

 

The Adviser has agreed contractually, until at least December 1, 2025, to reduce its management fees and reimburse other expenses to the extent necessary to limit total annual fund operating expenses (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividend expenses on securities sold short; costs to organize the Fund; acquired fund fees and expenses; extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business) to an amount not exceeding 1.05% and 1.30% of average daily net assets for Institutional Class and Investor Class shares, respectively.

 

Management fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of 36 months after such fees and expenses were incurred, provided that the repayments do not cause the Fund’s total annual fund operating expenses to exceed the lesser of: (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. This agreement will terminate automatically if the Investment Advisory Agreement is terminated. During the year ended May 31, 2025, the Adviser did not reduce its management fees or reimburse other expenses of the Fund.

 

OTHER SERVICE PROVIDERS

 

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

 

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

 

Under the terms of a Distribution Agreement with the Trust, Ultimus Fund Distributors, LLC (the “Distributor”) serves as principal underwriter to the Fund. The Distributor is a wholly-owned subsidiary of Ultimus. The Distributor is compensated partially by the Adviser and partially by the Investor Class shares of the Fund for acting as principal underwriter.

 

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

14

 

KEMPNER MULTI-CAP DEEP VALUE 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 directly incur or reimburse the Fund’s principal underwriter for certain expenses related to the distribution of Investor Class shares. The annual limitation for payment of expenses pursuant to the Plan is 0.25% of the Fund’s average daily net assets allocable to Investor Class shares. The Fund has not adopted a plan of distribution with respect to Institutional Class shares. During the year ended May 31, 2025, Investor Class shares of the Fund incurred $40,113 of distribution fees under the Plan.

 

TRUSTEE COMPENSATION

 

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

 

PRINCIPAL HOLDERS OF FUND SHARES

 

As of May 31, 2025, the following shareholders owned of record 25% or more of the outstanding shares of the Fund:

 

NAME OF RECORD OWNERS % Ownership
Muir & Company (for the benefit of its customers) 85%
   

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

 

5. Contingencies and Commitments

 

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

 

6. Subsequent Events

 

The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement

15

 

KEMPNER MULTI-CAP DEEP VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
 

that such an estimate cannot be made. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events except for the following:

 

            Per Share  
    Record       Ordinary  
    Date   Ex-Date   Income  
Institutional Class   06/26/2025   06/27/2025   $ 0.0624  
Investor Class   06/26/2025   06/27/2025   $ 0.0554  
                 

16

 

KEMPNER MULTI-CAP DEEP VALUE FUND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
 

To the Shareholders of Kempner Multi-Cap Deep Value 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 Kempner Multi-Cap Deep Value Fund (the “Fund”), a series of Ultimus Managers Trust, as of May 31, 2025, 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, and the financial highlights for each of the three 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 May 31, 2025, 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, in conformity with accounting principles generally accepted in the United States of America.

 

The Fund’s financial highlights for the years ended May 31, 2022, and prior, were audited by another auditor whose report dated July 20, 2022, expressed an unqualified opinion on those financial highlights.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. 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 audit 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 May 31, 2025, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Fund’s auditor since 2023.

 

(-s- COHEN & COMPANY, LTD.)

COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
July 29, 2025

17

 

KEMPNER MULTI-CAP DEEP VALUE FUND
ADDITIONAL INFORMATION (Unaudited)
 

Changes in and/or Disagreements with Accountants

 

There were no changes in and/or disagreements with accountants during the period covered by this report.

 

Proxy Disclosures

 

Not applicable

 

Renumeration Paid to Directors, Officers and Others Refer to the financial statements included herein.

 

Statement Regarding Basis for Approval of Investment Advisory Agreement Not applicable

18

 

KEMPNER MULTI-CAP DEEP VALUE FUND
FEDERAL TAX INFORMATION (Unaudited)
 

For the year ended May 31, 2025, the Fund designated $3,829,923 as long-term capital gain distribution.

 

Qualified Dividend Income – The Fund designates 52.85% 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 the Fund’s dividend distribution that qualifies under tax law. For the year ended May 31, 2025, 43.58% of ordinary income dividends qualifies for the corporate dividends received deduction.

19

 

(COVER PAGE)

 

 

WAVELENGTH FUND
SCHEDULE OF INVESTMENTS
May 31, 2025
EXCHANGE-TRADED FUNDS — 89.3%   Shares     Value  
Emerging Markets Debt — 17.2%                
iShares J.P. Morgan USD Emerging Markets Bond ETF (a)     18,600     $ 1,685,160  
VanEck Emerging Markets High Yield Bond ETF     194,916       3,816,455  
VanEck J.P. Morgan EM Local Currency Bond ETF     193,041       4,764,252  
Vanguard Emerging Markets Government Bond ETF     28,224       1,808,594  
              12,074,461  
Master Limited Partnerships — 0.6%                
Global X MLP ETF     9,178       450,823  
                 
Real Estate Investment Trusts (REITs) — 1.0%                
Vanguard Real Estate ETF     8,087       722,331  
                 
U.S. Fixed Income — 70.5%                
Invesco Optimum Yield Diversified Commodity Strategy                
No K-1 ETF     91,699       1,149,905  
Invesco Senior Loan ETF (a)     365,701       7,628,523  
iShares Broad USD High Yield Corporate Bond ETF     143,215       5,303,251  
iShares National Muni Bond ETF (a)     31,296       3,250,090  
iShares Preferred & Income Securities ETF (a)     84,468       2,553,468  
iShares TIPS Bond ETF     40,611       4,438,376  
SPDR Bloomberg Convertible Securities ETF (a)     34,552       2,756,213  
SPDR Bloomberg Short Term High Yield Bond ETF (a)     280,963       7,088,697  
Vanguard Mortgage-Backed Securities ETF     192,168       8,789,764  
Vanguard Short-Term Inflation-Protected Securities ETF     131,646       6,584,933  
              49,543,220  
                 
Total Exchange-Traded Funds (Cost $62,574,750)           $ 62,790,835  

1

 

WAVELENGTH FUND
SCHEDULE OF INVESTMENTS (Continued)
MONEY MARKET FUNDS — 7.3%   Shares     Value  
DWS Government Money Market Series - Institutional Class, 4.25% (b)     1,289,951     $ 1,289,951  
Fidelity Institutional Money Market Government Portfolio - Class I, 4.18% (b)     1,289,952       1,289,952  
Goldman Sachs Financial Square Treasury Obligations Fund - Institutional Class, 4.17% (b)     1,289,952       1,289,952  
Invesco Treasury Portfolio - Institutional Class, 4.23% (b)     1,289,952       1,289,952  
Total Money Market Funds (Cost $5,159,807)           $ 5,159,807  
                 
COLLATERAL FOR SECURITIES LOANED — 29.6%                
First American Government Obligations Fund - Class X, 4.23% (Cost $20,817,214) (b)(c)     20,817,214     $ 20,817,214  
                 
Investments at Value — 126.2% (Cost $88,551,771)           $ 88,767,856  
                 
Liabilities in Excess of Other Assets — (26.2%)             (18,454,690 )
                 
Net Assets — 100.0%           $ 70,313,166  

 

(a) All or a portion of the security is on loan. The total value of the securities on loan as of May 31, 2025 was $20,384,674 (Note 6).

 

(b) The rate shown is the 7-day effective yield as of May 31, 2025.

 

(c) This security was purchased with cash collateral held from securities on loan (Note 6).

 

See accompanying notes to financial statements.

2

 

WAVELENGTH FUND
SCHEDULE OF FUTURES CONTRACTS
May 31, 2025
                      Value/Unrealized  
          Expiration     Notional     Appreciation  
FUTURES CONTRACTS   Contracts     Date     Value     (Depreciation)  
Commodities Futures                                
E-Mini Gold Future     11       7/30/2025     $ 1,823,470     $ (41,131 )
                                 
Index Futures                                
E-Mini Dow Jones Industrial Average Future     2       6/23/2025       422,940       14,866  
E-Mini NASDAQ 100 Future     4       6/23/2025       1,710,140       2,011  
E-Mini S&P 500 Future     7       6/21/2025       2,070,600       14,872  
MSCI Emerging Markets Future     36       6/23/2025       2,068,740       128,874  
Total Index Futures                     6,272,420       160,623  
                                 
Treasury Futures                                
10-Year U.S. Treasury Note Future     57       9/20/2025       6,312,750       12,811  
2-Year U.S. Treasury Note Future     50       10/1/2025       10,371,875       8,752  
5-Year U.S. Treasury Note Future     88       10/1/2025       9,520,500       16,421  
U.S. Treasury Long Bond Future     23       9/20/2025       2,593,969       13,054  
Total Treasury Futures                     28,799,094       51,038  
                                 
Total Futures Contracts                   $ 36,894,984     $ 170,530  

 

The average monthly notional value of futures contracts during the year ended May 31, 2025 was $38,258,271.

 

See accompanying notes to financial statements.

3

 

WAVELENGTH FUND
STATEMENT OF ASSETS AND LIABILITIES
May 31, 2025
ASSETS        
Investments in securities:        
At cost   $ 88,551,771  
At value* (Note 2)   $ 88,767,856  
Margin deposits for futures contracts (Note 2)     2,153,583  
Variation margin receivable (Notes 2 and 5)     15,962  
Receivable for capital shares sold     30,880  
Receivable for investment securities sold     328,962  
Dividends and interest receivable     30,465  
Other assets     14,102  
Total assets     91,341,810  
         
LIABILITIES        
Variation margin payable (Notes 2 and 5)     60,276  
Payable for return of collateral received for securities on loan     20,817,214  
Payable for capital shares redeemed     17,620  
Payable for investment securities purchased     76,826  
Payable to Adviser (Note 4)     34,659  
Payable to administrator (Note 4)     8,134  
Other accrued expenses     13,915  
Total liabilities     21,028,644  
         
CONTINGENCIES AND COMMITMENTS (NOTE 8)      
NET ASSETS   $ 70,313,166  
         
NET ASSETS CONSIST OF:        
Paid-in capital   $ 90,762,393  
Accumulated deficit     (20,449,227 )
NET ASSETS   $ 70,313,166  
         
Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)     7,230,550  
         
Net asset value, offering price and redemption price per share (Note 2)   $ 9.72  
         
*   Includes value of securities on loan (Note 6)   $ 20,384,674  

 

See accompanying notes to financial statements.

4

 

WAVELENGTH FUND
STATEMENT OF OPERATIONS
For the Year Ended May 31, 2025
INVESTMENT INCOME        
Dividends   $ 3,637,439  
Securities lending income (Note 6)     98,541  
Interest     30,842  
Total investment income     3,766,822  
         
EXPENSES        
Management fees (Note 4)     681,390  
Administration fees (Note 4)     83,960  
Fund accounting fees (Note 4)     43,590  
Registration and filing fees     30,442  
Legal fees     29,885  
Networking fees     24,379  
Transfer agent fees (Note 4)     21,848  
Trustees’ fees and expenses (Note 4)     21,352  
Audit and tax services fees     18,632  
Custody and bank service fees     15,200  
Compliance fees (Note 4)     11,995  
Shareholder reporting expense     8,373  
Postage and supplies     8,206  
Insurance expense     3,268  
Other expenses     12,028  
Total expenses     1,014,548  
Less fee reductions by the Adviser (Note 4)     (242,205 )
Less fee waivers by the administrator (Note 4)     (62,500 )
Net expenses     709,843  
         
NET INVESTMENT INCOME     3,056,979  
         
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS AND FUTURES CONTRACTS        
Net realized gains from:        
Investments     111,297  
Futures contracts (Note 5)     1,210,410  
Net change in unrealized appreciation (depreciation) on:        
Investments     550,943  
Futures contracts (Note 5)     (50,967 )
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS AND FUTURES CONTRACTS     1,821,683  
         
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 4,878,662  

 

See accompanying notes to financial statements.

5

 

WAVELENGTH FUND
STATEMENTS OF CHANGES IN NET ASSETS
    Year     Year  
    Ended     Ended  
    May 31,     May 31,  
    2025     2024  
FROM OPERATIONS                
Net investment income   $ 3,056,979     $ 4,039,865  
Net realized gains (losses) from:                
Investments     111,297       (6,793,418 )
Futures contracts (Note 5)     1,210,410       (560,286 )
Long-term capital gain distributions from regulated investment companies           1,100  
Net change in unrealized appreciation (depreciation) on:                
Investments     550,943       7,619,356  
Futures contracts (Note 5)     (50,967 )     254,723  
Net increase in net assets resulting from operations     4,878,662       4,561,340  
                 
DISTRIBUTIONS TO SHAREHOLDERS (Note 2)     (3,069,681 )     (4,255,450 )
                 
CAPITAL SHARE TRANSACTIONS                
Proceeds from shares sold     29,718,815       19,129,955  
Net asset value of shares issued in reinvestment of distributions to shareholders     2,254,265       2,738,282  
Payments for shares redeemed     (32,281,645 )     (62,948,733 )
Net decrease in net assets from capital share transactions     (308,565 )     (41,080,496 )
                 
TOTAL INCREASE (DECREASE) IN NET ASSETS     1,500,416       (40,774,606 )
                 
NET ASSETS                
Beginning of year     68,812,750       109,587,356  
End of year   $ 70,313,166     $ 68,812,750  
                 
CAPITAL SHARE ACTIVITY                
Shares sold     3,075,171       2,032,900  
Shares issued in reinvestment of distributions to shareholders     234,000       293,521  
Shares redeemed     (3,342,261 )     (6,761,722 )
Net decrease in shares outstanding     (33,090 )     (4,435,301 )
Shares outstanding at beginning of year     7,263,640       11,698,941  
Shares outstanding at end of year     7,230,550       7,263,640  

 

See accompanying notes to financial statements.

6

 

WAVELENGTH FUND
FINANCIAL HIGHLIGHTS

 

Per Share Data for a Share Outstanding Throughout Each Year

 

    Year     Year     Year     Year     Year  
    Ended     Ended     Ended     Ended     Ended  
    May 31,     May 31,     May 31,     May 31,     May 31,  
    2025     2024     2023     2022     2021  
Net asset value at beginning of year   $ 9.47     $ 9.37     $ 9.98     $ 10.99     $ 10.35  
Income (loss) from investment operations:                                        
Net investment income (a)     0.42       0.45       0.41       0.19       0.11  
Net realized and unrealized gains (losses) on investments and futures contracts     0.25       0.09       (0.63 )     (0.88 )     0.75  
Total from investment operations     0.67       0.54       (0.22 )     (0.69 )     0.86  
Less distributions from:                                        
Net investment income     (0.42 )     (0.44 )     (0.39 )     (0.16 )     (0.10 )
Net realized gains                       (0.16 )     (0.12 )
Total distributions     (0.42 )     (0.44 )     (0.39 )     (0.32 )     (0.22 )
Net asset value at end of year   $ 9.72     $ 9.47     $ 9.37     $ 9.98     $ 10.99  
Total return (b)     7.15 %     5.95 %     (2.12 %) (c)     (6.53 %)     8.39 %
Net assets at end of year (000’s)   $ 70,313     $ 68,813     $ 109,587     $ 159,985     $ 155,862  
Ratios/supplementary data:                                        
Ratio of total expenses to average net assets (d)     1.41 %     1.37 %     1.30 %     1.22 %     1.25 %
Ratio of net expenses to average net assets (d)(e)     0.99 (f)     0.99 (f)     0.99 (g)     0.99 %     0.99 %
Ratio of net investment income to average net assets (a)(d)(e)     4.26 (f)     4.68 (f)     3.88 (g)     1.72 %     1.02 %
Portfolio turnover rate     72 %     49 %     44 %     18 %     12 %

 

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

 

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

 

(c) During the year ended May 31, 2023, the Adviser voluntarily refunded to the Fund all management fees paid in the amount of $289,118 for changes concerning the corporate ownership structure of the Adviser for the period from May 14, 2021 until August 12, 2021, which otherwise would have reduced the total return by 0.21%.

 

(d) The ratios of expenses and net investment income to average net as-sets do not reflect the Fund’s proportionate share of expenses of the underlying investment companies in which the Fund invests.

 

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

 

(f) Ratio excludes the voluntary waiver from Ultimus in the amounts of $62,500 for the year ended May 31, 2025 and $75,000 for the year ended May 31, 2024. The net expenses and net investment income to average net assets would have remained the same without the waiver since the Adviser would have reduced additional management fees.

 

(g) Ratio excludes the voluntary refund from the Adviser in the amount of $289,118, otherwise the net expenses and the net investment income to average net assets would have been 0.76% and 4.11%, respectively.

 

See accompanying notes to financial statements.

7

 

WAVELENGTH FUND
NOTES TO FINANCIAL STATEMENTS
May 31, 2025

 

1. Organization

 

Wavelength Fund (the “Fund”) is a diversified series of Ultimus Managers Trust (the “Trust”), an open-end investment company established as an Ohio business trust under a Declaration of Trust dated February 28, 2012. Other series of the Trust are not incorporated in this report. The Fund’s portfolio may at times consist of primarily other investment companies, making it a “fund of funds”.

 

The investment objective of the Fund is to seek total return.

 

The Fund has adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2023-07, Segment Reporting (“Topic 280”) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”). Adoption of ASU 2023-07 impacted financial statement disclosures only and did not affect the Fund’s financial position or the results of its operations. An operating segment is defined in Topic 280 as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The CODM is Wavelength Capital Management, LLC (the “Adviser”) of the Fund. The Fund operates as a single operating segment. The Fund’s income, expenses, assets, changes in net assets resulting from operations and performance are regularly monitored and assessed as a whole by the CODM responsible for oversight functions of the Fund, using the information presented in the financial statements and financial highlights.

 

2. Significant Accounting Policies

 

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

 

Securities and futures valuation – The Fund values its portfolio securities at market value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open. Exchange-traded funds (“ETFs”) are valued at the security’s last sale price on the security’s primary exchange, if available, otherwise at the exchange’s most recently quoted mean price. Investments representing shares of money market funds and other open-end investment companies, except for ETFs, are valued at their net asset value (“NAV”) as reported by such companies. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. The Fund values its exchange-traded futures contracts at their last sale price as of the close of regular trading on the NYSE. Prices for these futures contracts are monitored daily by the Adviser, as the Fund’s valuation designee, until the close of regular trading to determine if fair valuation is required.

8

 

WAVELENGTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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

 

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

 

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

 

Level 1 – quoted prices in active markets for identical securities

 

Level 2 – other significant observable inputs

 

Level 3 – significant unobservable inputs

 

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

 

The following is a summary of the Fund’s investments and other financial instruments and the inputs used to value the investments and other financial instruments as of May 31, 2025:

 

    Level 1   Level 2   Level 3   Total
Investments in Securities                                
Exchange-Traded Funds   $ 62,790,835     $     $     $ 62,790,835  
Money Market Funds     5,159,807                   5,159,807  
Collateral for Securities Loaned     20,817,214                   20,817,214  
Total   $ 88,767,856     $     $     $ 88,767,856  
Other Financial Instruments                                
Futures Contracts   $ 170,530     $     $     $ 170,530  
Total   $ 170,530     $     $     $ 170,530  
                                 

9

 

WAVELENGTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

The Fund did not have any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the year ended May 31, 2025. Other Financial Instruments are future contracts which are valued at the unrealized appreciation (depreciation) as of May 31, 2025.

 

Cash account – The Fund’s cash is held in a bank account with balances which, at times, may exceed United States federally insured limits by the Federal Deposit Insurance Corporation (“FDIC”). Cash held with a broker, if any, is not FDIC insured. The Fund maintains these balances with a high-quality financial institution and may incur charges on cash overdrafts.

 

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

 

Investment income – Dividend income is recorded on the ex-dividend date. Interest income, if any, is accrued as earned. Non-cash dividends included in dividend income, if any, are recorded at the fair value of the security received.

 

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

 

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

 

Distributions to shareholders – The Fund distributes to shareholders any net investment income on a quarterly basis and any net realized capital gains at least annually. The amount of such dividends and distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. The tax character of distributions paid during the years ended May 31, 2025 and 2024:

 

Years   Ordinary   Tax-Exempt   Long-Term   Total
Ended   Income   Distributions   Capital Gains   Distributions
5/31/2025   $ 2,999,925     $ 69,756     $     $ 3,069,681  
5/31/2024   $ 4,106,382     $ 149,068     $     $ 4,255,450  

 

Futures contracts – The Fund uses futures contracts to gain exposure to or to hedge against changes in the value of equities, real estate, interest rates or commodities. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. When the Fund purchases or sells a futures contract, no price is paid to or received by the Fund. Instead, the Fund is required to deposit in a segregated asset account an amount of cash or qualifying securities currently ranging from 2% to 10% of the contract amount. This is called the “initial margin deposit.” Subsequent payments, known as “variation margin,” are made or received by the Fund each day, depending on the daily

10

 

WAVELENGTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

fluctuations in the fair value of the underlying asset. The Fund recognizes an unrealized gain or loss equal to the daily variation margin. If market conditions move unexpectedly, the Fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. The margin deposits for futures contracts and the variation receivable/payable are reported on the Statement of Assets and Liabilities.

 

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

 

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

 

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

 

The following information is computed on a tax basis for each item as of May 31, 2025:

 

         
Tax cost of investments   $ 92,266,405  
Gross unrealized appreciation   $ 443,037  
Gross unrealized depreciation     (3,941,586 )
Net unrealized depreciation     (3,498,549 )
Undistributed ordinary income     529,538  
Accumulated capital and other losses     (17,480,216 )
Total accumulated deficit   $ (20,449,227 )
         

 

The value of the federal income tax cost of investments may temporarily differ from the financial statement cost. This book/tax difference is due to the recognition of capital gains or losses under income tax regulations and GAAP, primarily the tax deferral of losses on wash sales, the tax treatment of realized and unrealized gains and losses on futures contracts and adjustments to basis on publicly traded partnerships.

 

As of May 31, 2025, the Fund had short-term capital loss carryforwards and long-term capital loss carryforwards (“CLCF”) of $2,628,907 and $14,851,309, respectively, for federal income tax purposes. These CLCFs, which do not expire, may be utilized in future years to offset net realized capital gains, if any.

 

During the year ended May 31, 2025, the Fund utilized $1,020,621 of CLCF against current year gains.

11

 

WAVELENGTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

For the year ended May 31, 2025, the Fund reclassified $2 of accumulated deficit 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 had no effect on the Fund’s net assets or its NAV per share.

 

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

 

The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the Statement of Operations. During the year ended May 31, 2025, the Fund did not incur any interest or penalties.

 

3. Investment Transactions

 

During the year ended May 31, 2025, cost of purchases and proceeds from sales of investment securities, other than short-term investments, were $46,317,168 and $46,114,448, respectively.

 

4. Transactions with Related Parties

 

INVESTMENT ADVISORY AGREEMENT

 

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

 

Pursuant to an Expense Limitation Agreement between the Fund and the Adviser (the “ELA”), the Adviser has agreed, until October 1, 2025, to reduce its management fees and reimburse other expenses to limit total annual operating expenses (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividends expenses on securities sold short; acquired fund fees and expenses; extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business) to an amount not exceeding 0.99% of the Fund’s average daily net assets.

 

Accordingly, under the ELA, the Adviser, reduced its management fees in the amount of $242,205 during the year ended May 31, 2025.

 

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

12

 

WAVELENGTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

were incurred. As of May 31, 2025, the Adviser may seek recoupment of management fee reductions and expense reimbursements in the amount of $871,943 no later than the dates as stated below:

 

May 31, 2026 May 31, 2027 May 31, 2028 Total
$382,131 $247,607 $242,205 $871,943

 

OTHER SERVICE PROVIDERS

 

Ultimus Fund Solutions, LLC (“Ultimus”) provides administration, fund accounting, and transfer agency services to the Fund. The Fund pays Ultimus fees in accordance with the agreements for such services. In addition, the Fund pays out-of-pocket expenses including, but not limited to, postage, supplies and certain costs related to the pricing of the Fund’s portfolio securities. During the year ended May 31, 2025, Ultimus voluntarily waived fees in the amount of $62,500. These voluntary waivers are not subject to recoupment by Ultimus.

 

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

 

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

 

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

 

TRUSTEE COMPENSATION

 

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

 

PRINCIPAL HOLDERS OF FUND SHARES

 

As of May 31, 2025, the following shareholders owned of record 25% or more of the outstanding shares of the Fund:

 

Name of Record Owner   % Ownership
Charles Schwab & Co., Inc. (for the benefit of its customers)   37%
National Financial Services, LLC (for the benefit of its customers)   36%

13

 

WAVELENGTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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

 

5. Derivatives Transactions

 

The Fund’s positions in derivative instruments as of May 31, 2025 are recorded in the following location on the Statement of Assets and Liabilities:

 

Derivative Investment Type Location
Futures contracts Variation margin receivable (payable)

 

The following table sets forth the values of variation margin of the Fund as of May 31, 2025:

 

    Variation Margin    
Type of Derivative and Risk   Receivable   (Payable)   Total
Asset Derivatives                        
Futures contracts                        
Commodity   $     $ (15,675 )   $ (15,675 )
Index     270       (43,761 )     (43,491 )
Treasury     15,692       (840 )     14,852  
Total   $ 15,962     $ (60,276 )   $ (44,314 )
                         

 

The Fund’s transactions in derivative instruments during the year ended May 31, 2025 are recorded in the following locations on the Statement of Operations:

 

Derivative Investment Type Location
Futures contracts Net realized gains from futures contracts
  Net change in unrealized appreciation (depreciation) on futures contracts

 

The following is a summary of the Fund’s net realized gains and net change in unrealized appreciation (depreciation) on derivative instruments recognized on the Statement of Operations during the year ended May 31, 2025:

 

        Net Change
        in Unrealized
    Net   Appreciation
Type of Derivative and Risk   Realized Gains   (Depreciation)
Futures contracts                
Commodity   $ 624,357     $ (23,642 )
Index     321,994       43,546  
Treasury     264,059       (70,871 )
Total   $ 1,210,410     $ (50,967 )
                 

14

 

WAVELENGTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

In the ordinary course of business, the Fund may enter into transactions subject to enforceable netting agreements or other similar arrangements (“netting agreements”). Generally, the right to offset in netting agreements allows the Fund to offset any exposure to a specific counterparty with any collateral received or delivered to that counterparty based on the terms of the agreements. Generally, the Fund manages its cash collateral securities and securities collateral on a counterparty basis.

 

As of May 31, 2025, the offsetting of financial assets and derivative assets is as follows:

 

        Gross                
    Gross   Amounts of                
    Amounts of   Recognized                
    Recognized   Liabilities       Net        
    Assets not   not       Amounts        
    Offset on   Offset on       Presented on        
    Statement of   Statement of   Derivatives   Statement of        
    Assets and   Assets and   Available for   Assets and   Collateral    
Description   Liabilities   Liabilities   Offset   Liabilities   Pledged*   Net Amount
Variation margin receivable -futures contracts   $ 15,962     $     $ (15,962 )   $     $     $  
Variation margin payable -futures contracts           (60,276 )     15,962       (44,314 )     44,314        
Total subject to a master netting or similar arrangement   $ 15,962     $ (60,276 )   $     $ (44,314 )   $ 44,314     $  
                                                 

 

* The amount is limited to the net amounts of financial assets and accordingly does not include excess collateral pledged.

 

6. Securities Lending

 

Under the terms of the Securities Lending Agreement (the “SLA”) with U.S. Bank National Association (“U.S. Bank”), U.S. Bank is authorized to loan securities on behalf of the Fund to approved borrowers. The contractual maturity of securities lending transactions is on an overnight and continuous basis. In exchange, the Fund receives cash collateral in the amount of at least 102% of the value of the securities loaned. Any collateral shortfalls due to changes in security market prices are adjusted the next business day. The cash collateral is invested in a short-term investment instrument as noted on the Fund’s Schedule of Investments. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. The SLA provides that after predetermined rebates to borrowers, the Fund retains a portion of its net securities lending income and pays U.S. Bank the remaining portion. The Fund manages credit exposure arising from these lending transactions by, in appropriate circumstances, entering into an SLA with U.S. Bank that provides the Fund, in the event of default (such as

15

 

WAVELENGTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

bankruptcy or borrower’s failure to pay or perform), the right to net rights and obligations under such agreements and liquidate and set off collateral against the net amount owed to the Fund. The Fund’s collateral was invested in a money market fund. As of May 31, 2025, the Fund had 29.6% of the value of its net assets invested in the money market fund. The annual report, along with the report of the independent public accounting firm is included in the money market fund’s N-CSR available at www.sec.gov. As of May 31, 2025, the fair value of securities on loan and the collateral held were $20,384,674 and $20,817,214, respectively.

 

7. Certain Investments and Risks

 

The securities in which the Fund invests, as well as the risks associated with these securities, are described in the Fund’s prospectus. Among these risks are those associated with investments in shares of ETFs. ETFs issue their shares to authorized participants in return for a specific basket of securities. The authorized participants then sell the ETF’s shares on the secondary market. In other words, ETF shares are traded on a securities exchange based on their market value. Investments in ETFs are subject to the risk that the ETF’s shares may trade at a premium (creating the risk that the Fund pays more than NAV for an ETF when making a purchase) or discount (creating the risk that the Fund receives less than NAV when selling an ETF) to the ETF’s NAV. Investments in ETFs are also subject to index-tracking risk because the total return generated by the securities will be reduced by transaction costs and expenses not incurred by the indices. Certain securities comprising the index tracked by an ETF may, from time to time, temporarily be unavailable, which may further impede the ETF’s ability to track its applicable index or match the index’s performance. To the extent that the Fund invests in an ETF, the Fund incurs additional expenses because the Fund bears its pro-rata portion of such ETF’s advisory fees and operational expenses. Finally, ETF shares are also subject to the risks applicable to the underlying basket of securities. As of May 31, 2025, the Fund had 89.3% of the value of its net assets invested in ETFs.

 

8. Contingencies and Commitments

 

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

 

9. Subsequent Events

 

The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement

16

 

WAVELENGTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

that such an estimate cannot be made. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events except for the following:

 

On June 30, 2025, the Fund paid an ordinary income dividend of $0.0862 per share to the shareholders of record on June 27, 2025.

 

Effective July 31, 2025, the Fund changed its distribution frequency from quarterly to monthly and reduced the minimum initial investment from $10,000 for regular accounts to $2,500 for regular accounts.

17

 

WAVELENGTH FUND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 

To the Shareholders of Wavelength 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 schedules of investments and futures contracts, of Wavelength Fund (the “Fund”), a series of Ultimus Managers Trust, as of May 31, 2025, 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, and the financial highlights for each of the three 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 May 31, 2025, 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, in conformity with accounting principles generally accepted in the United States of America.

 

The Fund’s financial highlights for the years ended May 31, 2022, and prior, were audited by another auditor whose report dated July 20, 2022, expressed an unqualified opinion on those financial highlights.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. 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 audit 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 May 31, 2025, by correspondence with the custodian and brokers. Our

18

 

WAVELENGTH FUND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM (Continued)

 

audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Fund’s auditor since 2023.

 

(SIGNATURE)

 

COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
July 29, 2025

19

 

WAVELENGTH FUND
ADDITIONAL INFORMATION (Unaudited)

 

Changes in and/or Disagreements with Accountants

 

There were no changes in and/or disagreements with accountants during the period covered by this report.

 

Proxy Disclosures

 

Not applicable.

 

Remuneration Paid to Directors, Officers and Others

 

Refer to the financial statements included herein.

 

Statement Regarding Basis for Approval of Investment Advisory Agreement

 

Not applicable.

 

FEDERAL TAX INFORMATION (Unaudited)

 

For the fiscal year ended May 31, 2025, the Fund designated $69,756 as tax-exempt income distributions.

20

 

(b) Included in (a)

 

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

 

Not applicable

 

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

 

Not applicable

 

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

 

Included under Item 7

 

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

 

Included under Item 7 for Adler Value Fund and not applicable for Evolutionary Tree Innovators Fund, Kempner Multi-Cap Deep Value Fund and Wavelength Fund.

 

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

 

Not applicable

 

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

 

Not applicable

 

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

 

Not applicable

 

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

 

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

 

Item 16. Controls and Procedures.

 

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

 

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

 

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

 

Not applicable

 

Item 18. Recovery of Erroneously Awarded Compensation.

 

(a) Not applicable

 

(b) Not applicable

 

 

Item 19. Exhibits.

 

(a)(1) Code of Ethics is filed herewith

 

(a)(2) Not applicable

 

(a)(3) A separate certification for each principle executive officer and principle financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CRF 270.30a-2(a)): Attached hereto

 

(a)(4) Not applicable

 

(a)(5) Not applicable

 

(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 207.30a-2(b)): Attached hereto

 

 

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 August 6, 2025      
         
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
         
By (Signature and Title)*   /s/ Todd E. Heim  
      Todd E. Heim, President and Principal Executive Officer  
         
Date August 6, 2025      
         
By (Signature and Title)*   /s/ Daniel D. Bauer  
      Daniel D. Bauer, Treasurer and Principal Financial Officer  
         
Date August 6, 2025      
         
* Print the name and title of each signing officer under his or her signature.

 


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

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cert-99_906.htm

codeofethics.htm

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