united
states
securities and exchange commission
Washington, D.C. 20549
form n-csr
certified
shareholder report of registered
management investment companies
| Investment Company Act file number | 811-22680 |
Ultimus Managers Trust
(Exact name of registrant as specified in charter)
| 225 Pictoria Drive, Suite 450 Cincinnati, Ohio | 45246 | |
| (Address of principal executive offices) | (Zip code) |
Karen Jacoppo-Wood
Ultimus Fund Solutions, LLC 225 Pictoria Drive, Suite 450 Cincinnati, Ohio 45246
(Name and address of agent for service)
| Registrant’s telephone number, including area code: | (513) 587-3400 |
| Date of fiscal year end: | February 28 | |
| Date of reporting period: | February 28, 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) |
| (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 $48,300 and $45,000 with respect to the registrant’s fiscal years ended February 28, 2025 and February 29, 2024, respectively. |
| (b) | Audit-Related Fees. No fees were billed in the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item. |
| (c) | Tax Fees. The aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $9,600 and $9,000 with respect to the registrant’s fiscal years ended February 28, 2025 and February 29, 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 the last fiscal year for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. |
| (e)(1) | The audit committee has not adopted pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. |
| (e)(2) | None of the services described in paragraph (b) through (d) of this Item were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
| (f) | Less than 50% of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees. |
| (g) | During the fiscal years ended February 28, 2025 and February 28, 2024, aggregate non-audit fees of $9,600 and $9,000, respectively, were billed by the registrant’s principal accountant for services rendered to the registrant. No non-audit fees were billed in the last two fiscal years by the registrant’s principal accountant for services rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant. |
| (h) | The principal accountant has not provided any non-audit services to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant. |
| (i) | Not applicable |
| (j) | Not applicable |
| Item 5. | Audit Committee of Listed Registrants. |
Not applicable
| Item 6. | 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) |
Blueprint Adaptive
Growth Allocation Fund
Institutional Class: (BLUIX)
Annual Financial Statements
and Additional Information
February 28, 2025
BLUEPRINT
ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS
February 28, 2025
| COMMON STOCKS — 88.5% | Shares | Value | ||||||
| Communications — 11.0% | ||||||||
| Cable & Satellite — 0.1% | ||||||||
| Charter Communications, Inc. - Class A (a) | 418 | $ | 151,973 | |||||
| Entertainment Content — 0.4% | ||||||||
| Walt Disney Company (The) | 6,254 | 711,705 | ||||||
| Internet Media & Services — 8.5% | ||||||||
| Alphabet, Inc. - Class A | 21,856 | 3,721,640 | ||||||
| Alphabet, Inc. - Class C | 17,769 | 3,060,177 | ||||||
| Booking Holdings, Inc. | 136 | 682,177 | ||||||
| Meta Platforms, Inc. - Class A | 8,291 | 5,540,046 | ||||||
| Netflix, Inc. (a) | 1,544 | 1,513,985 | ||||||
| Shopify, Inc. - Class A (a) | 10,613 | 1,188,656 | ||||||
| 15,706,681 | ||||||||
| Publishing & Broadcasting — 0.1% | ||||||||
| New York Times Company (The) - Class A | 1,926 | 92,621 | ||||||
| TKO Group Holdings, Inc. (a) | 1,287 | 193,874 | ||||||
| 286,495 | ||||||||
| Telecommunications — 1.9% | ||||||||
| AT&T, Inc. | 26,106 | 715,565 | ||||||
| Deutsche Telekom AG - ADR | 30,396 | 1,099,727 | ||||||
| SoftBank Group Corporation - ADR | 28,878 | 799,054 | ||||||
| Telephone and Data Systems, Inc. | 2,075 | 74,908 | ||||||
| T-Mobile US, Inc. | 2,021 | 545,044 | ||||||
| Verizon Communications, Inc. | 6,802 | 293,166 | ||||||
| 3,527,464 | ||||||||
| Consumer Discretionary — 8.8% | ||||||||
| Apparel & Textile Products — 1.0% | ||||||||
| Deckers Outdoor Corporation (a) | 5,994 | 835,324 | ||||||
| Kering S.A. - ADR | 15,617 | 436,807 | ||||||
| LVMH Moet Hennessy Louis Vuitton SE - ADR | 2,985 | 428,885 | ||||||
| NIKE, Inc. - Class B | 1,844 | 146,469 | ||||||
| 1,847,485 | ||||||||
| Automotive — 1.2% | ||||||||
| General Motors Company | 1,907 | 93,691 | ||||||
| Mercedes-Benz Group AG - ADR | 28,265 | 436,412 | ||||||
| Tesla, Inc. (a) | 5,546 | 1,624,867 | ||||||
| 2,154,970 | ||||||||
| Consumer Services — 0.2% | ||||||||
| Adtalem Global Education, Inc. (a) | 887 | 90,749 | ||||||
1
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
| COMMON STOCKS — 88.5% (Continued) | Shares | Value | ||||||
| Consumer Discretionary — 8.8% (Continued) | ||||||||
| Consumer Services — 0.2% (Continued) | ||||||||
| Grand Canyon Education, Inc. (a) | 661 | $ | 118,861 | |||||
| Stride, Inc. (a) | 1,356 | 185,501 | ||||||
| 395,111 | ||||||||
| E-Commerce Discretionary — 4.1% | ||||||||
| Amazon.com, Inc. (a) | 35,102 | 7,451,452 | ||||||
| Home & Office Products — 0.1% | ||||||||
| Somnigroup International, Inc. | 3,501 | 223,644 | ||||||
| Home Construction — 0.2% | ||||||||
| Armstrong World Industries, Inc. | 1,769 | 271,824 | ||||||
| Griffon Corporation | 1,264 | 91,438 | ||||||
| Patrick Industries, Inc. | 806 | 73,024 | ||||||
| 436,286 | ||||||||
| Leisure Facilities & Services — 0.9% | ||||||||
| Brinker International, Inc. (a) | 914 | 150,654 | ||||||
| Light & Wonder, Inc. (a) | 1,002 | 111,703 | ||||||
| McDonald’s Corporation | 2,509 | 773,600 | ||||||
| Starbucks Corporation | 3,886 | 450,038 | ||||||
| Texas Roadhouse, Inc. | 1,208 | 222,381 | ||||||
| 1,708,376 | ||||||||
| Retail - Discretionary — 1.1% | ||||||||
| Dick’s Sporting Goods, Inc. | 771 | 173,552 | ||||||
| Gap, Inc. (The) | 3,155 | 71,335 | ||||||
| Group 1 Automotive, Inc. | 256 | 117,652 | ||||||
| Home Depot, Inc. (The) | 1,777 | 704,758 | ||||||
| Kontoor Brands, Inc. | 1,097 | 71,349 | ||||||
| Lowe’s Companies, Inc. | 964 | 239,689 | ||||||
| Williams-Sonoma, Inc. | 3,661 | 712,357 | ||||||
| 2,090,692 | ||||||||
| Consumer Staples — 5.4% | ||||||||
| Beverages — 0.6% | ||||||||
| Coca-Cola Company (The) | 13,245 | 943,177 | ||||||
| Coca-Cola Consolidated, Inc. | 160 | 226,739 | ||||||
| 1,169,916 | ||||||||
| Food — 0.6% | ||||||||
| BellRing Brands, Inc. (a) | 2,848 | 208,702 | ||||||
| Cal-Maine Foods, Inc. | 624 | 56,403 | ||||||
| Ingredion, Inc. | 1,445 | 188,732 | ||||||
| Nestlé S.A. - ADR | 4,522 | 436,373 | ||||||
| Pilgrim’s Pride Corporation (a) | 1,698 | 92,354 | ||||||
2
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
| COMMON STOCKS — 88.5% (Continued) | Shares | Value | ||||||
| Consumer Staples — 5.4% (Continued) | ||||||||
| Food — 0.6% (Continued) | ||||||||
| Post Holdings, Inc. (a) | 981 | $ | 111,353 | |||||
| 1,093,917 | ||||||||
| Household Products — 0.8% | ||||||||
| Procter & Gamble Company (The) | 8,130 | 1,413,319 | ||||||
| Retail - Consumer Staples — 2.5% | ||||||||
| Casey’s General Stores, Inc. | 942 | 390,186 | ||||||
| Costco Wholesale Corporation | 1,667 | 1,748,033 | ||||||
| Murphy USA, Inc. | 336 | 157,664 | ||||||
| Sprouts Farmers Market, Inc. (a) | 4,815 | 714,546 | ||||||
| Walmart, Inc. | 16,080 | 1,585,649 | ||||||
| 4,596,078 | ||||||||
| Tobacco & Cannabis — 0.7% | ||||||||
| Altria Group, Inc. | 5,675 | 316,949 | ||||||
| Philip Morris International, Inc. | 6,101 | 947,363 | ||||||
| 1,264,312 | ||||||||
| Wholesale - Consumer Staples — 0.2% | ||||||||
| US Foods Holding Corporation (a) | 4,972 | 356,393 | ||||||
| Energy — 2.1% | ||||||||
| Oil & Gas Producers — 2.0% | ||||||||
| Antero Midstream Corporation | 6,789 | 115,074 | ||||||
| BP plc - ADR | 14,123 | 467,754 | ||||||
| Chevron Corporation | 6,378 | 1,011,678 | ||||||
| DT Midstream, Inc. | 3,239 | 311,236 | ||||||
| Enbridge, Inc. | 21,799 | 931,471 | ||||||
| Shell plc - ADR | 6,557 | 442,335 | ||||||
| TotalEnergies SE - ADR | 7,357 | 443,112 | ||||||
| 3,722,660 | ||||||||
| Oil & Gas Services & Equipment — 0.1% | ||||||||
| Archrock, Inc. | 4,925 | 133,566 | ||||||
| Financials — 14.9% | ||||||||
| Asset Management — 1.2% | ||||||||
| Affiliated Managers Group, Inc. | 330 | 56,381 | ||||||
| Brookfield Corporation | 16,875 | 977,738 | ||||||
| Charles Schwab Corporation (The) | 6,283 | 499,687 | ||||||
| Janus Henderson Group plc | 2,624 | 110,733 | ||||||
| Jefferies Financial Group, Inc. | 3,052 | 202,042 | ||||||
| StepStone Group, Inc. - Class A | 2,159 | 129,885 | ||||||
3
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
| COMMON STOCKS — 88.5% (Continued) | Shares | Value | ||||||
| Financials — 14.9% (Continued) | ||||||||
| Asset Management — 1.2% (Continued) | ||||||||
| Stifel Financial Corporation | 2,710 | $ | 287,775 | |||||
| 2,264,241 | ||||||||
| Banking — 6.2% | ||||||||
| Ameris Bancorp | 1,429 | 92,285 | ||||||
| Bank of America Corporation | 26,552 | 1,224,047 | ||||||
| Bank of Nova Scotia (The) | 8,514 | 422,550 | ||||||
| BNP Paribas S.A. - ADR | 23,359 | 878,999 | ||||||
| Citigroup, Inc. | 6,887 | 550,616 | ||||||
| Commonwealth Bank of Australia - ADR | 9,150 | 896,700 | ||||||
| East West Bancorp, Inc. | 1,766 | 166,763 | ||||||
| Fulton Financial Corporation | 3,752 | 74,364 | ||||||
| HSBC Holdings plc - ADR | 17,939 | 1,074,725 | ||||||
| International Bancshares Corporation | 1,119 | 74,973 | ||||||
| JPMorgan Chase & Company | 10,706 | 2,833,343 | ||||||
| Mitsubishi UFJ Financial Group, Inc. - ADR | 78,416 | 998,236 | ||||||
| Royal Bank of Canada | 3,864 | 456,609 | ||||||
| Toronto-Dominion Bank (The) | 7,714 | 462,146 | ||||||
| UMB Financial Corporation | 506 | 55,827 | ||||||
| US Bancorp | 2,778 | 130,288 | ||||||
| Wells Fargo & Company | 13,262 | 1,038,680 | ||||||
| 11,431,151 | ||||||||
| Institutional Financial Services — 2.4% | ||||||||
| Bank of New York Mellon Corporation (The) | 2,801 | 249,149 | ||||||
| BlackRock, Inc. | 247 | 241,512 | ||||||
| Evercore, Inc. - Class A | 904 | 218,587 | ||||||
| Goldman Sachs Group, Inc. (The) | 1,225 | 762,305 | ||||||
| Hong Kong Exchanges and Clearing Ltd. - ADR | 23,496 | 1,060,140 | ||||||
| Houlihan Lokey, Inc. | 1,760 | 305,096 | ||||||
| Interactive Brokers Group, Inc. - Class A | 1,960 | 400,624 | ||||||
| Moelis & Company - Class A | 1,570 | 110,905 | ||||||
| Morgan Stanley | 5,019 | 668,079 | ||||||
| Piper Sandler Companies | 390 | 112,952 | ||||||
| PJT Partners, Inc. - Class A | 755 | 120,241 | ||||||
| Virtu Financial, Inc. - Class A | 2,052 | 75,021 | ||||||
| 4,324,611 | ||||||||
| Insurance — 4.0% | ||||||||
| Allianz SE - ADR | 28,026 | 958,489 | ||||||
| American International Group, Inc. | 2,453 | 203,452 | ||||||
| Assured Guaranty Ltd. | 1,144 | 99,906 | ||||||
| BCG Group, Inc. - Class A | 7,366 | 72,923 | ||||||
| Berkshire Hathaway, Inc. - Class B (a) | 7,153 | 3,675,426 | ||||||
4
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
| COMMON STOCKS — 88.5% (Continued) | Shares | Value | ||||||
| Financials — 14.9% (Continued) | ||||||||
| Insurance — 4.0% (Continued) | ||||||||
| CNO Financial Group, Inc. | 2,428 | $ | 101,223 | |||||
| Equitable Holdings, Inc. | 8,866 | 487,807 | ||||||
| Jackson Financial, Inc. - Class A | 2,077 | 190,315 | ||||||
| MetLife, Inc. | 2,006 | 172,877 | ||||||
| Old Republic International Corporation | 5,379 | 207,145 | ||||||
| Primerica, Inc. | 837 | 242,730 | ||||||
| Radian Group, Inc. | 2,247 | 73,949 | ||||||
| Reinsurance Group of America, Inc. | 1,558 | 315,791 | ||||||
| Ryan Specialty Holdings, Inc. | 2,648 | 185,334 | ||||||
| Unum Group | 5,075 | 417,622 | ||||||
| 7,404,989 | ||||||||
| Specialty Finance — 1.1% | ||||||||
| Ally Financial, Inc. | 5,515 | 204,607 | ||||||
| American Express Company | 2,052 | 617,570 | ||||||
| Capital One Financial Corporation | 1,518 | 304,435 | ||||||
| Fidelity National Financial, Inc. | 7,276 | 469,520 | ||||||
| MGIC Investment Corporation | 4,541 | 111,754 | ||||||
| Mr. Cooper Group, Inc. (a) | 1,812 | 203,614 | ||||||
| SLM Corporation | 3,888 | 117,379 | ||||||
| 2,028,879 | ||||||||
| Health Care — 6.0% | ||||||||
| Biotech & Pharma — 4.6% | ||||||||
| AbbVie, Inc. | 5,838 | 1,220,317 | ||||||
| Amgen, Inc. | 889 | 273,865 | ||||||
| AstraZeneca plc - ADR | 5,839 | 444,990 | ||||||
| Bristol-Myers Squibb Company | 7,860 | 468,613 | ||||||
| Eli Lilly & Company | 2,601 | 2,394,559 | ||||||
| Gilead Sciences, Inc. | 4,846 | 553,946 | ||||||
| Johnson & Johnson | 3,963 | 653,974 | ||||||
| Neurocrine Biosciences, Inc. (a) | 1,255 | 148,994 | ||||||
| Novartis AG - ADR | 4,092 | 446,233 | ||||||
| Roche Holding AG - ADR | 22,540 | 940,820 | ||||||
| Sanofi - ADR | 16,225 | 883,776 | ||||||
| 8,430,087 | ||||||||
| Health Care Facilities & Services — 0.4% | ||||||||
| CVS Health Corporation | 2,299 | 151,090 | ||||||
| Encompass Health Corporation | 3,291 | 329,561 | ||||||
| RadNet, Inc. (a) | 1,221 | 67,729 | ||||||
| Tenet Healthcare Corporation (a) | 2,284 | 289,131 | ||||||
| 837,511 | ||||||||
5
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
| COMMON STOCKS — 88.5% (Continued) | Shares | Value | ||||||
| Health Care — 6.0% (Continued) | ||||||||
| Medical Equipment & Devices — 1.0% | ||||||||
| Abbott Laboratories | 6,630 | $ | 915,006 | |||||
| Glaukos Corporation (a) | 612 | 73,452 | ||||||
| Medtronic plc | 4,632 | 426,237 | ||||||
| Penumbra, Inc. (a) | 1,403 | 400,472 | ||||||
| 1,815,167 | ||||||||
| Industrials — 7.8% | ||||||||
| Aerospace & Defense — 1.3% | ||||||||
| Airbus SE - ADR | 21,410 | 928,552 | ||||||
| Boeing Company (The) (a) | 2,824 | 493,155 | ||||||
| Curtiss-Wright Corporation | 862 | 277,271 | ||||||
| Moog, Inc. - Class A | 755 | 128,720 | ||||||
| RTX Corporation | 4,932 | 655,906 | ||||||
| 2,483,604 | ||||||||
| Commercial Support Services — 0.4% | ||||||||
| Brady Corporation - Class A | 501 | 36,308 | ||||||
| Clean Harbors, Inc. (a) | 628 | 134,109 | ||||||
| CorVel Corporation (a) | 671 | 73,991 | ||||||
| Recruit Holdings Company Ltd. - ADR | 36,012 | 427,823 | ||||||
| 672,231 | ||||||||
| Diversified Industrials — 1.5% | ||||||||
| 3M Company | 2,091 | 324,356 | ||||||
| Emerson Electric Company | 2,170 | 263,894 | ||||||
| General Electric Company | 3,858 | 798,529 | ||||||
| Honeywell International, Inc. | 1,121 | 238,650 | ||||||
| ITT, Inc. | 1,034 | 146,042 | ||||||
| Siemens AG - ADR | 8,797 | 1,001,626 | ||||||
| 2,773,097 | ||||||||
| Electrical Equipment — 1.4% | ||||||||
| AAON, Inc. | 2,101 | 161,357 | ||||||
| Acuity Brands, Inc. | 853 | 253,452 | ||||||
| Badger Meter, Inc. | 1,057 | 222,319 | ||||||
| BWX Technologies, Inc. | 1,220 | 126,843 | ||||||
| Lennox International, Inc. | 921 | 553,567 | ||||||
| nVent Electric plc | 3,167 | 191,097 | ||||||
| Powell Industries, Inc. | 212 | 35,978 | ||||||
| Schneider Electric SE - ADR | 17,803 | 858,995 | ||||||
| SPX Technologies, Inc. (a) | 873 | 127,152 | ||||||
| 2,530,760 | ||||||||
| Engineering & Construction — 0.6% | ||||||||
| AECOM | 2,947 | 294,847 | ||||||
6
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
| COMMON STOCKS — 88.5% (Continued) | Shares | Value | ||||||
| Industrials — 7.8% (Continued) | ||||||||
| Engineering & Construction — 0.6% (Continued) | ||||||||
| Comfort Systems USA, Inc. | 591 | $ | 214,728 | |||||
| Dycom Industries, Inc. (a) | 575 | 94,220 | ||||||
| EMCOR Group, Inc. | 925 | 378,242 | ||||||
| Granite Construction, Inc. | 902 | 74,487 | ||||||
| 1,056,524 | ||||||||
| Industrial Intermediate Products — 0.3% | ||||||||
| AZZ, Inc. | 949 | 91,209 | ||||||
| Mueller Industries, Inc. | 4,835 | 387,670 | ||||||
| 478,879 | ||||||||
| Industrial Support Services — 0.3% | ||||||||
| Applied Industrial Technologies, Inc. | 1,090 | 273,132 | ||||||
| Core & Main, Inc. - Class A (a) | 4,612 | 235,258 | ||||||
| 508,390 | ||||||||
| Machinery — 0.9% | ||||||||
| Caterpillar, Inc. | 858 | 295,109 | ||||||
| Crane Company | 1,584 | 258,176 | ||||||
| Deere & Company | 927 | 445,692 | ||||||
| Enerpac Tool Group Corporation | 1,621 | 75,004 | ||||||
| ESAB Corporation | 1,325 | 166,023 | ||||||
| Federal Signal Corporation | 2,194 | 178,328 | ||||||
| Flowserve Corporation | 2,975 | 163,744 | ||||||
| Gates Industrial Corporation plc (a) | 4,391 | 95,021 | ||||||
| 1,677,097 | ||||||||
| Transportation & Logistics — 1.1% | ||||||||
| Canadian Pacific Kansas City Ltd. | 5,444 | 424,197 | ||||||
| Deutsche Post AG - ADR | 11,056 | 432,068 | ||||||
| Matson, Inc. | 904 | 130,239 | ||||||
| Ryder System, Inc. | 910 | 149,668 | ||||||
| Saia, Inc. (a) | 468 | 191,618 | ||||||
| SkyWest, Inc. (a) | 740 | 73,193 | ||||||
| Union Pacific Corporation | 2,147 | 529,643 | ||||||
| XPO, Inc. (a) | 1,483 | 182,350 | ||||||
| 2,112,976 | ||||||||
| Materials — 1.4% | ||||||||
| Chemicals — 0.7% | ||||||||
| Balchem Corporation | 426 | 74,137 | ||||||
| BASF SE - ADR | 36,069 | 456,633 | ||||||
| Linde plc | 1,655 | 772,968 | ||||||
| 1,303,738 | ||||||||
7
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
| COMMON STOCKS — 88.5% (Continued) | Shares | Value | ||||||
| Materials — 1.4% (Continued) | ||||||||
| Construction Materials — 0.2% | ||||||||
| Knife River Corporation (a) | 1,742 | $ | 166,674 | |||||
| Owens Corning | 1,417 | 218,275 | ||||||
| 384,949 | ||||||||
| Metals & Mining — 0.3% | ||||||||
| Rio Tinto plc - ADR | 7,237 | 438,273 | ||||||
| Steel — 0.2% | ||||||||
| Carpenter Technology Corporation | 1,813 | 375,418 | ||||||
| Real Estate — 7.2% | ||||||||
| Real Estate Services — 0.2% | ||||||||
| Jones Lang LaSalle, Inc. (a) | 1,146 | 311,586 | ||||||
| REITs — 7.0% | ||||||||
| AvalonBay Communities, Inc. | 3,385 | 765,619 | ||||||
| BXP, Inc. | 1,955 | 138,668 | ||||||
| Digital Realty Trust, Inc. | 3,540 | 553,373 | ||||||
| Equinix, Inc. | 2,063 | 1,866,231 | ||||||
| Equity Residential | 8,273 | 613,608 | ||||||
| Essential Properties Realty Trust, Inc. | 3,699 | 121,031 | ||||||
| Essex Property Trust, Inc. | 1,633 | 508,794 | ||||||
| GEO Group, Inc. (The) (a) | 2,924 | 80,001 | ||||||
| Iron Mountain, Inc. | 3,660 | 341,002 | ||||||
| Kimco Realty Corporation | 8,980 | 198,458 | ||||||
| Lamar Advertising Company - Class A | 1,187 | 147,461 | ||||||
| Mid-America Apartment Communities, Inc. | 2,893 | 486,371 | ||||||
| Prologis, Inc. | 7,801 | 966,700 | ||||||
| Realty Income Corporation | 8,162 | 465,479 | ||||||
| Regency Centers Corporation | 4,404 | 337,787 | ||||||
| SBA Communications Corporation | 1,275 | 277,823 | ||||||
| Simon Property Group, Inc. | 7,580 | 1,410,562 | ||||||
| SL Green Realty Corporation | 1,124 | 72,543 | ||||||
| Sun Communities, Inc. | 1,520 | 206,948 | ||||||
| Tanger, Inc. | 2,085 | 73,913 | ||||||
| Texas Pacific Land Corporation | 503 | 718,259 | ||||||
| UDR, Inc. | 7,945 | 358,955 | ||||||
| VICI Properties, Inc. | 12,000 | 389,880 | ||||||
| Welltower, Inc. | 12,097 | 1,857,011 | ||||||
| 12,956,477 | ||||||||
8
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
| COMMON STOCKS — 88.5% (Continued) | Shares | Value | ||||||
| Technology — 23.1% | ||||||||
| Semiconductors — 8.5% | ||||||||
| Broadcom, Inc. | 18,069 | $ | 3,603,501 | |||||
| Cirrus Logic, Inc. (a) | 684 | 71,280 | ||||||
| Intel Corporation | 6,947 | 164,852 | ||||||
| NVIDIA Corporation | 88,045 | 10,998,581 | ||||||
| QUALCOMM, Inc. | 4,104 | 645,026 | ||||||
| Texas Instruments, Inc. | 1,497 | 293,397 | ||||||
| 15,776,637 | ||||||||
| Software — 2.0% | ||||||||
| ACI Worldwide, Inc. (a) | 2,046 | 117,338 | ||||||
| CommVault Systems, Inc. (a) | 1,786 | 304,620 | ||||||
| Dynatrace, Inc. (a) | 7,420 | 424,795 | ||||||
| Oracle Corporation | 6,928 | 1,150,464 | ||||||
| Salesforce, Inc. | 1,872 | 557,575 | ||||||
| SAP SE - ADR | 3,632 | 998,800 | ||||||
| Verra Mobility Corporation (a) | 4,230 | 96,825 | ||||||
| 3,650,417 | ||||||||
| Technology Hardware — 9.2% | ||||||||
| Apple, Inc. | 55,625 | 13,452,350 | ||||||
| Cisco Systems, Inc. | 14,958 | 958,957 | ||||||
| InterDigital, Inc. | 464 | 99,129 | ||||||
| Nintendo Company Ltd. - ADR | 58,823 | 1,092,931 | ||||||
| Pure Storage, Inc. - Class A (a) | 4,903 | 257,261 | ||||||
| Sony Group Corporation - ADR | 44,058 | 1,103,212 | ||||||
| 16,963,840 | ||||||||
| Technology Services — 3.4% | ||||||||
| Accenture plc - Class A | 2,908 | 1,013,438 | ||||||
| International Business Machines Corporation | 3,351 | 845,926 | ||||||
| Kyndryl Holdings, Inc. (a) | 3,826 | 145,694 | ||||||
| Mastercard, Inc. - Class A | 3,137 | 1,807,885 | ||||||
| Morningstar, Inc. | 336 | 105,410 | ||||||
| PayPal Holdings, Inc. (a) | 1,799 | 127,819 | ||||||
| Visa, Inc. - Class A | 6,200 | 2,248,802 | ||||||
| 6,294,974 | ||||||||
| Utilities — 0.8% | ||||||||
| Electric Utilities — 0.8% | ||||||||
| Duke Energy Corporation | 2,678 | 314,638 | ||||||
| Iberdrola S.A. - ADR | 15,385 | 889,717 | ||||||
| Southern Company (The) | 3,724 | 334,378 | ||||||
| 1,538,733 | ||||||||
| Total Common Stocks (Cost $132,300,607) | $ | 163,267,731 | ||||||
9
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
SCHEDULE OF INVESTMENTS (Continued)
| EXCHANGE-TRADED FUNDS — 9.9% | Shares | Value | ||||||
| Cambria Tactical Yield ETF | 19,500 | $ | 496,080 | |||||
| ClearShares Ultra-Short Maturity ETF | 20,000 | 2,001,800 | ||||||
| Global X MSCI Greece ETF | 5,336 | 227,207 | ||||||
| iShares China Large-Cap ETF | 93,600 | 3,297,528 | ||||||
| iShares Gold Trust (a) | 71,732 | 3,864,203 | ||||||
| iShares MSCI Chile ETF | 18,504 | 529,584 | ||||||
| iShares MSCI China ETF | 58,292 | 3,123,285 | ||||||
| iShares MSCI Malaysia ETF | 1,540 | 36,452 | ||||||
| iShares MSCI Mexico ETF | 8,268 | 417,699 | ||||||
| iShares MSCI Qatar ETF | 12,319 | 221,742 | ||||||
| iShares MSCI Saudi Arabia ETF | 8,912 | 366,551 | ||||||
| iShares MSCI South Africa ETF | 2,836 | 125,918 | ||||||
| iShares MSCI Taiwan ETF | 11,033 | 560,587 | ||||||
| iShares MSCI UAE ETF | 13,685 | 238,803 | ||||||
| Xtrackers Harvest CSI 300 China A shares ETF | 102,842 | 2,732,512 | ||||||
| Total Exchange-Traded Funds (Cost $15,675,263) | $ | 18,239,951 | ||||||
| MONEY MARKET FUNDS — 1.4% | Shares | Value | ||||||
| Federated Hermes Government Obligations Fund - Institutional Class, 4.21% (b) | 149,707 | $ | 149,707 | |||||
| First American Government Obligations Fund - Class X, 4.29% (b) | 2,498,602 | 2,498,602 | ||||||
| Total Money Market Funds (Cost $2,648,309) | $ | 2,648,309 | ||||||
| Investments at Value — 99.8% (Cost $150,624,179) | $ | 184,155,991 | ||||||
| Other Assets in Excess of Liabilities — 0.2% | 417,310 | |||||||
| Net Assets — 100.0% | $ | 184,573,301 | ||||||
| (a) | Non-income producing security. |
| (b) | The rate shown is the 7-day effective yield as of February 28, 2025. |
ADR - American Depositary Receipt
AG - Aktiengesellschaft
plc - Public Limited Company
S.A. - Societe Anonyme
SE - Societe Europaea
See accompanying notes to financial statements.
10
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
STATEMENT OF ASSETS AND LIABILITIES
February 28, 2025
See accompanying notes to financial statements.
11
BLUEPRINT
ADAPTIVE GROWTH ALLOCATION FUND
STATEMENT OF OPERATIONS
For the Year Ended February 28, 2025
See accompanying notes to financial statements.
12
BLUEPRINT
ADAPTIVE GROWTH ALLOCATION FUND
STATEMENTS OF CHANGES IN NET ASSETS
| Year Ended | Year Ended | |||||||
| February 28, | February 29, | |||||||
| 2025 | 2024 | |||||||
| FROM OPERATIONS | ||||||||
| Net investment income | $ | 690,023 | $ | 697,895 | ||||
| Net realized gains (losses) from: | ||||||||
| Investment transactions | 5,815,263 | 2,671,326 | ||||||
| Foreign currency transactions | (400 | ) | (51 | ) | ||||
| Long-term capital gain distributions from regulated investment companies | 6,005 | 45,026 | ||||||
| Net change in unrealized appreciation (depreciation) on: | ||||||||
| Investments | 11,954,490 | 18,971,762 | ||||||
| Foreign currency translations | (204 | ) | 61 | |||||
| Net increase in net assets resulting from operations | 18,465,177 | 22,386,019 | ||||||
| FROM DISTRIBUTIONS TO SHAREHOLDERS (Note 2) | ||||||||
| Institutional Class | (847,893 | ) | (820,274 | ) | ||||
| CAPITAL SHARE TRANSACTIONS | ||||||||
| Investor Class | ||||||||
| Proceeds from shares sold | — | 947,539 | ||||||
| Payments for shares redeemed | — | (600,561 | ) | |||||
| Shares exchanged for Institutional Class (Note 1) | — | (2,071,807 | ) | |||||
| Net decrease in Investor Class net assets from capital share transactions | — | (1,724,829 | ) | |||||
| Institutional Class | ||||||||
| Proceeds from shares sold | 66,454,995 | 52,055,826 | ||||||
| Shares exchanged from Investor Class (Note 1) | — | 2,071,807 | ||||||
| Net asset value of shares issued in reinvestment of distributions to shareholders | 847,852 | 819,930 | ||||||
| Payments for shares redeemed | (42,456,858 | ) | (28,440,584 | ) | ||||
| Net increase in Institutional Class net assets from capital share transactions | 24,845,989 | 26,506,979 | ||||||
| TOTAL INCREASE IN NET ASSETS | 42,463,273 | 46,347,895 | ||||||
| NET ASSETS | ||||||||
| Beginning of year | 142,110,028 | 95,762,133 | ||||||
| End of year | $ | 184,573,301 | $ | 142,110,028 | ||||
See accompanying notes to financial statements.
13
BLUEPRINT
ADAPTIVE GROWTH ALLOCATION FUND
STATEMENTS OF CHANGES IN NET ASSETS (Continued)
| Year Ended | Year Ended | |||||||
| February 28, | February 29, | |||||||
| 2025 | 2024 | |||||||
| CAPITAL SHARES ACTIVITY | ||||||||
| Investor Class | ||||||||
| Shares sold | — | 81,625 | ||||||
| Shares redeemed | — | (51,105 | ) | |||||
| Shares exchanged for Institutional Class (Note 1) | — | (171,941 | ) | |||||
| Net decrease in shares outstanding | — | (141,421 | ) | |||||
| Shares outstanding at beginning of year | — | 141,421 | ||||||
| Shares outstanding at end of year | — | — | ||||||
| Institutional Class | ||||||||
| Shares sold | 4,615,660 | 4,350,957 | ||||||
| Shares issued in connection with exchange of Investor Class shares (Note 1) | — | 170,803 | ||||||
| Shares issued in reinvestment of distributions to shareholders | 56,599 | 65,700 | ||||||
| Shares redeemed | (2,979,491 | ) | (2,422,336 | ) | ||||
| Net increase in shares outstanding | 1,692,768 | 2,165,124 | ||||||
| Shares outstanding at beginning of year | 10,693,720 | 8,528,596 | ||||||
| Shares outstanding at end of year | 12,386,488 | 10,693,720 | ||||||
See accompanying notes to financial statements.
14
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
INSTITUTIONAL CLASS
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout Each Period
|
Year Ended February 28, 2025 |
Year Ended February 29, 2024 |
Year Ended February 28, 2023 |
Year Ended February 28, 2022 |
Period Ended February 28, 2021 (a) |
||||||||||||||||
| Net asset value at beginning of period | $ | 13.29 | $ | 11.05 | $ | 12.74 | $ | 12.04 | $ | 10.00 | ||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||
| Net investment income (b)(c) | 0.06 | 0.08 | 0.09 | 0.07 | 0.02 | |||||||||||||||
| Net realized and unrealized gains (losses) on investments and foreign currencies | 1.62 | 2.24 | (1.72 | ) | 0.69 | 2.06 | ||||||||||||||
| Total from investment operations | 1.68 | 2.32 | (1.63 | ) | 0.76 | 2.08 | ||||||||||||||
| Less distributions from: | ||||||||||||||||||||
| Net investment income | (0.07 | ) | (0.08 | ) | (0.06 | ) | (0.06 | ) | (0.04 | ) | ||||||||||
| Net asset value at end of period | $ | 14.90 | $ | 13.29 | $ | 11.05 | $ | 12.74 | $ | 12.04 | ||||||||||
| Total return (d) | 12.64 | % | 21.07 | % | (12.82 | )% | 6.29 | % | 20.80 | %(e) | ||||||||||
| Net assets at end of period (000’s) | $ | 184,573 | $ | 142,110 | $ | 94,207 | $ | 80,032 | $ | 53,273 | ||||||||||
15
BLUEPRINT
ADAPTIVE GROWTH ALLOCATION FUND
INSTITUTIONAL CLASS
FINANCIAL HIGHLIGHTS (Continued)
Per Share Data for a Share Outstanding Throughout Each Period
| Year
Ended February 28, 2025 |
Year
Ended February 29, 2024 |
Year
Ended February 28, 2023 |
Year
Ended February 28, 2022 |
Period
Ended |
||||||||||||||||
| Ratios/supplementary data: | ||||||||||||||||||||
| Ratio of total expenses to average net assets (f) | 1.21 | % | 1.28 | % | 1.33 | % | 1.40 | % | 1.93 | %(g) | ||||||||||
| Ratio of net expenses to average net assets (f)(h) | 1.25 | % | 1.25 | % | 1.25 | % | 1.26 | %(i) | 1.35 | %(g)(i) | ||||||||||
| Ratio of net investment income to average net assets (c)(f)(h) | 0.42 | % | 0.66 | % | 0.76 | % | 0.54 | % | 0.20 | %(g) | ||||||||||
| Portfolio turnover rate | 151 | % | 244 | % | 278 | % | 130 | % | 95 | %(e) | ||||||||||
| (a) | Represents the period from the commencement of operations (March 31, 2020) through February 28, 2021. |
| (b) | Per share net investment income has been determined on the basis of average number of shares outstanding during the period. |
| (c) | Recognition of net investment income by the Fund is affected by the timing of the declaration of the dividends by the underlying investment companies in which the Fund invests. |
| (d) | Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would have been lower had the Adviser not reduced management fees and/or reimbursed expenses (Note 4). |
| (e) | Not annualized. |
| (f) | Ratios of expenses and net investment income to average net assets do not reflect the Fund’s proportionate share of income and expenses of the underlying investment companies in which the Fund invests. |
| (g) | Annualized. |
| (h) | Ratio was determined after management fees reductions, expense reimbursements and/or recoupments (Note 4). |
| (i) | Includes costs to organize the Fund of 0.01% and 0.10%(g) for the year ended February 28, 2022 and period ended February 28, 2021, respectively, which are excluded from the Expense Limitation Agreement (Note 4). |
See accompanying notes to financial statements.
16
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
NOTES TO FINANCIAL STATEMENTS
February 28, 2025
1. Organization
Blueprint Adaptive Growth Allocation Fund (formerly Blueprint Growth Fund) (the “Fund”) is a diversified series of Ultimus Managers Trust (the “Trust”). The Trust is an open-end management investment company established as an Ohio business trust under a Declaration of Trust dated February 28, 2012. Other series of the Trust are not incorporated in this report. The Fund commenced operations on March 31, 2020.
The investment objective of the Fund is to seek capital appreciation while managing risk.
The Fund currently offers one class of shares: Institutional Class shares (sold without any sales loads and distribution and/or shareholder servicing fees and requiring a $5,000 initial investment). Prior to December 8, 2023, the Fund offered two classes of shares, Investor Class shares (sold without any sales loads, but subject to a distribution and/or shareholder servicing fee of up to 0.25% of the average daily net assets attributable to Investor Class shares and requiring a $5,000 initial investment) and Institutional Class shares (sold without any sales loads and distribution and/or shareholder servicing fees and requiring a $15,000 initial investment). On December 8, 2023, all existing Investor Class shares were converted into Institutional Class shares at the Institutional Class net asset value per share as of December 8, 2023, which was $12.13. After December 8, 2023, Investor Class shares were no longer offered by the Fund.
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 Blueprint Fund Mangement, 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 following is a summary of the Fund’s significant accounting policies used in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Fund follows accounting and reporting guidance under FASB Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”
17
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
Regulatory update – Tailored Shareholder Reports for Mutual Funds and Exchange-Traded Funds (“ETFs”) – Effective January 24, 2023, the Securities and Exchange Commission (the “SEC”) adopted rule and form amendments to require mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information. Other information, including financial statements, will no longer appear in a streamlined shareholder report but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. The Fund has adopted the rule and is currently adhering to the requirements.
Securities valuation – The Fund values its portfolio securities at fair value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open for business. The Fund values its listed securities, including common stocks and ETFs, on the basis of the security’s last sale price on the security’s primary exchange, if available, otherwise at the exchange’s most recently quoted mean price. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. Option contracts, if any, are valued at the closing price on the exchanges on which they are primarily traded; if no closing price is available at the time of valuation, the option will be valued at the mean of the closing bid and ask prices for that day. When using a quoted price and when the market for the security is considered active, the security will be classified as Level 1 within the fair value hierarchy (see below). In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value as determined by the Adviser, as the Fund’s valuation designee, in accordance with procedures adopted by the Board of Trustees (the “Board”) pursuant to Rule 2a-5 under the Investment Company Act of 1940, as amended (the “1940 Act”). Under these procedures, the securities will be classified as Level 2 or 3 within the fair value hierarchy, depending on the inputs used. Unavailable or unreliable market quotes may be due to the following factors: a substantial bid-ask spread; infrequent sales resulting in stale prices; insufficient trading volume; small trade sizes; a temporary lapse in any reliable pricing source; and actions of the securities or futures markets, such as the suspension or limitation of trading. As a result, the prices of securities used to calculate the Fund’s net asset value (“NAV”) may differ from quoted or published prices for the same securities.
GAAP establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements.
Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:
| ● | Level 1 – quoted prices in active markets for identical securities |
| ● | Level 2 – other significant observable inputs |
| ● | Level 3 – significant unobservable inputs |
18
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
The inputs or methods used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.
The following is a summary of the Fund’s investments and the level of inputs used to value the investments as of February 28, 2025:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Common Stocks | $ | 163,267,731 | $ | — | $ | — | $ | 163,267,731 | ||||||||
| Exchange-Traded Funds | 18,239,951 | — | — | 18,239,951 | ||||||||||||
| Money Market Funds | 2,648,309 | — | — | 2,648,309 | ||||||||||||
| Total | $ | 184,155,991 | $ | — | $ | — | $ | 184,155,991 | ||||||||
Refer to the Fund’s Schedule of Investments for a listing of the common stocks by sector and industry type. The Fund did not hold any derivative instruments or any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the year ended February 28, 2025.
Foreign currency translation – Securities and other assets and liabilities denominated in or expected to settle in foreign currencies, if any, are translated into U.S. dollars based on exchange rates on the following basis:
| A. | The fair values of investment securities and other assets and liabilities are translated as of the close of the NYSE each day. |
| B. | Purchases and sales of investment securities and income and expenses are translated at the rate of exchange prevailing as of 4:00 p.m. Eastern Time on the respective date of such transactions. |
| C. | The Fund does not isolate that portion of the results of operations caused by changes in foreign exchange rates on investments from those caused by changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses on investments. |
Reported net realized foreign exchange gains or losses arise from 1) purchases and sales of foreign currencies, 2) currency gains or losses realized between the trade and settlement dates on securities transactions, and 3) the difference between the amounts of dividends and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Reported net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities that result from changes in exchange rates.
19
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
Cash – The Fund’s cash, if any, is held in a bank account with balances which, at times, may exceed United States federally insured limits set by the Federal Deposit Insurance Corporation. The Fund maintains these balances with a high quality financial institution and may incur charges on cash overdrafts.
Share valuation – The NAV per share of each class of the Fund is calculated daily by dividing the total value of the assets attributable to that class, less liabilities attributable to that class, by the number of shares outstanding of that class. The offering price and redemption price per share of each class of the Fund is equal to the NAV per share of such class.
Investment income – Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the security received. Interest income is accrued as earned. Withholding taxes on foreign dividends, if any, have been recorded in accordance with the Fund’s understanding of the applicable country’s rules and tax rates.
Investment transactions – Investment transactions are accounted for on the trade date. Realized gains and losses on investments sold are determined on a specific identification basis.
Common expenses – Common expenses of the Trust are allocated among the Fund and the other series of the Trust based on the relative net assets of each series, the number of series in the Trust, or the nature of the services performed and the relative applicability to each series.
Allocation between Classes – Investment income earned, realized capital gains and losses, and unrealized appreciation and depreciation are allocated daily to each Class of the Fund based upon its proportionate share of total net assets of the Fund. Class-specific expenses are charged directly to the Class incurring the expense. Common expenses which are not attributable to a specific Class are allocated daily to the Class of shares of the Fund based upon its proportionate share of total net assets of the Fund. Effective December 8, 2023, the allocation between classes no longer applies to the Fund.
Distributions to shareholders – The Fund distributes to shareholders any net investment income dividends and net realized capital gains on an annual basis. The amount of such dividends and distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. The tax character of distributions paid to shareholders by the Fund during the years ended February 28, 2025 and February 29, 2024, was ordinary income.
20
BLUEPRINT ADAPTIVE GROWTH ALLOCATION 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 tax – The Fund has qualified and intends to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”). Qualification generally will relieve the Fund of liability for federal income taxes to the extent 100% of its net investment income and net realized capital gains are distributed in accordance with the Code.
In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Fund’s intention to declare as dividends in each calendar year equal to at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts from prior years.
The following information is computed on a tax basis for each item as of February 28, 2025:
| Cost of investments | $ | 151,549,316 | ||
| Gross unrealized appreciation | $ | 34,939,592 | ||
| Gross unrealized depreciation | (2,332,917 | ) | ||
| Net unrealized appreciation | 32,606,675 | |||
| Net unrealized depreciation on foreign currency translation | (204 | ) | ||
| Accumulated capital and other losses | (120,711 | ) | ||
| Distributable earnings | $ | 32,485,760 | ||
The difference between the federal income tax cost of investments and the financial statement cost of investments is due to certain timing differences in the recognition of capital gains or losses under income tax regulations and GAAP. These “book/tax” differences are temporary in nature and are primarily due to the tax deferral of losses on wash sales and adjustments to basis for grantor trusts and passive foreign investment companies.
As of February 28, 2025, the Fund had short-term capital loss carryforwards of $69,306 for federal income tax purposes. These capital loss carryforwards, which do not expire, may be utilized in future years to offset net realized capital gains, if any.
During the year ended February 28, 2025, the Fund utilized short-term capital loss carryfowards in the amounts of $5,887,375.
21
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
Qualified late year ordinary losses incurred after December 31, 2024 and within the taxable year are deemed to arise on the first day of the Fund’s next taxable year. For the year ended February 28, 2025 the Fund deferred $51,405 of qualified late year ordinary losses to March 1, 2025 for federal income tax purposes.
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 on the Statement of Operations. During the year ended February 28, 2025, the Fund did not incur any interest or penalties.
3. Investment Transactions
During the year ended February 28, 2025, the cost of purchases and proceeds from sales of investment securities, other than short-term investments, amounted to $274,991,300 and $245,053,607, respectively.
4. Transactions with Related Parties
ADVISORY AND SUB-ADVISORY AGREEMENTS
Pursuant to the terms of the Advisory Agreement the Adviser serves as the investment adviser to the Fund. The Adviser provides the Fund with the selection of a sub-investment advisor and the compliance and managerial oversight of that sub-adviser and its services to the Fund. The Fund pays the Adviser a management fee, computed and accrued daily and paid monthly, at the annual rate of 0.95% of average daily net assets.
Blueprint Investment Partners, LLC (the “Sub-Adviser”) serves as the Funds sub-adviser. Pursuant to the Sub-Advisory Agreement, the Sub-Adviser provides the Fund with a continuous program of investing the Fund’s assets and determining the composition of the Fund’s portfolio. For its services, the Adviser pays the Sub-Adviser an investment sub-advisory fee computed at the annual rate of 0.20% of the Fund’s average daily net assets. The Fund does not directly pay the sub-advisory fee.
Pursuant to an Expense Limitation Agreement (“ELA”) between the Fund and the Adviser, the Adviser has agreed contractually, until June 30, 2026, to reduce its management fees and reimburse other expenses to the extent necessary to limit total annual fund operating expenses (excluding brokerage costs, taxes, interest, borrowing costs such as interest and dividend expenses on securities sold short, acquired fund fees and expenses, costs to organize the Fund, extraordinary expenses such as litigation and merger or reorganization
22
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
costs and other expenses not incurred in the ordinary course of the Fund’s business) to 1.25% of average daily net assets for Institutional Class shares. Accordingly, during the year ended February 28, 2025, the Adviser did not reduce its management fees.
Management fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of three years after such fees and expenses were incurred, provided that the repayments do not cause total annual fund operating expenses (exclusive of such reductions and reimbursements) to exceed the lesser of (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. Prior to June 30, 2026, the agreement may not be modified or terminated without the approval of the Board. After June 30, 2026, the ELA may continue from year-to-year provided such continuance is approved by the Board. The ELA may be terminated by the Adviser, or the Board, without approval by the other party, at the end of the then current term upon not less than 90 days’ notice to the other parties as set forth in the ELA. As of February 28, 2025, the Adviser may seek repayment of management fee reductions and expense reimbursements no later than the dates below:
| February 28, 2026 | $ | 43,633 | ||
| February 28, 2027 | 35,520 | |||
| Total | $ | 79,153 | ||
During the year ended February 28, 2025, the Adviser recouped $67,383 of prior management fee reductions and expense reimbursements.
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 Funds. NLCS is a wholly-owned subsidiary of Ultimus.
Under the terms of a Distribution Agreement with the Trust, Ultimus Fund Distributors, LLC (the “Distributor”) serves as principal underwriter to the Fund. The Distributor is a wholly-owned subsidiary of Ultimus. The Distributor is compensated by the Adviser (not the Fund) for acting as principal underwriter.
Certain officers of the Trust are also officers of Ultimus and are not paid by the Trust or the Fund for serving in such capacities.
23
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
TRUSTEE COMPENSATION
Each member of the Board (a “Trustee”) who is not an “interested person” (as defined by the 1940 Act, as amended) of the Trust (“Independent Trustee”) receives an annual retainer and meeting fees, plus reimbursement for travel and other meeting-related expenses.
AFFILIATED BROKER
During the year ended February 28, 2025, the purchases and sales executed through an affiliated broker, Maplewood Investments, amounted to $12,008,692 and $6,823,922, respectively. Total commissions for these transactions amounted to $425. These transactions complied with Rule 17e-1 under the 1940 Act.
PRINCIPAL HOLDER OF FUND SHARES
As of February 28, 2025, the following shareholder owned of record 25% or more of the outstanding shares of the Fund:
| NAME OF RECORD OWNERS | % OWNERSHIP | |
| Institutional Class | ||
| Charles Schwab & Company, Inc. (for the benefit of its customers) | 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.
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 February 28, 2025, the Fund did not incur any borrowing costs by the custodian.
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.
24
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
7. Investment in Other Investment Companies
The Fund may invest a significant portion of its assets in shares of one or more investment companies, including ETFs, open-end mutual funds and money market mutual funds. The Fund will incur additional indirect expenses (acquired fund fees and expenses) to the extent it invests in shares of other investment companies.
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.
25
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Shareholders of Blueprint Adaptive Growth Allocation Fund and
Board of Trustees of Ultimus Managers Trust
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Blueprint Adaptive Growth Allocation Fund (the “Fund”), a series of Ultimus Managers Trust, as of February 28, 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, the financial highlights for each of the four years in the period then ended and from March 31, 2020 (commencement of operations) through February 28, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of February 28, 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 four years in the period then ended and from March 31, 2020 (commencement of operations) through February 28, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
26
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM (Continued)
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of February 28, 2025, by correspondence with the custodian and broker. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Fund’s auditor since 2020.
COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
April 25, 2025
27
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
OTHER INFORMATION (Unaudited)
Changes in and/or Disagreements with Accountants
There were no changes in 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
The Board of Trustees (the “Board”), including the Independent Trustees voting separately, has reviewed and approved the continuance of the Blueprint Adaptive Growth Allocation Fund’s (the “Fund”) Investment Advisory Agreement with Blueprint Fund Management, LLC (the “Adviser” or “Blueprint Management”) for an additional one-year term (the “Advisory Agreement”) and the Sub-Advisory Agreement between Blueprint Management and Blueprint Investment Partners, LLC (the “Sub-Adviser” or “Blueprint Partners”), on behalf of the Fund, for an additional one-year term (the “Sub-Advisory Agreement”). The Board approved the continuance of the Advisory Agreement and the Sub-Advisory Agreement at a meeting held on January 27-28, 2025, at which all of the Trustees were present (the “Meeting”).
Prior to the Meeting, each of the Adviser and Sub-Adviser provided a response to a letter sent by the counsel to the Independent Trustees, on their behalf, requesting various information relevant to the Independent Trustees’ consideration of the renewal of the Advisory Agreement and Sub-Advisory Agreement with respect to the Fund. In approving the continuance of the Advisory Agreement and the Sub-Advisory Agreement, the Independent Trustees considered all information they deemed reasonably necessary to evaluate the terms of the Agreements. The principal areas of review by the Independent Trustees were (1) the nature, extent and quality of the services provided by the Adviser and Sub-Adviser, (2) the investment performance of the Fund, (3) the costs of the services provided and profits realized by the Adviser and Sub-Adviser from the Adviser’s and Sub-Adviser’s relationship with the Fund, (4) the financial condition of the Adviser and Sub-Adviser, (5) the fall out benefits derived by the Adviser and Sub-Adviser and their affiliates from their relationships with the Fund and (6) the extent to which economies of scale would be realized as the Fund grows and whether advisory fee and sub-advisory fee levels reflect those economies of scale for the benefit of the Fund’s shareholders. The Independent Trustees’ evaluation of the quality of the Adviser’s and Sub-Adviser’s services also took into consideration their knowledge gained through presentations and reports from the Adviser and Sub-Adviser over the course of the preceding year. The Independent Trustees’ analysis of these factors is set forth below.
28
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
OTHER INFORMATION (Unaudited) (Continued)
Nature, Extent and Quality of Services
The Board evaluated the level and depth of knowledge of the Adviser and Sub-Adviser, including the professional experience and qualifications of senior personnel. The Board noted the affiliation of the Adviser and the Sub-Adviser and the fact that they shared many of the same personnel and resources. In evaluating the quality of services provided by the Adviser and the Sub-Adviser, the Board took into account its familiarity with the Adviser and Sub-Adviser’s senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account the Adviser and Sub-Adviser’s compliance policies and procedures based on discussion with the Adviser, the Sub-Adviser and the CCO. The Board also considered the Adviser’s relationship with its affiliates (including the Sub-Adviser) and the resources available to them, as well as any potential conflicts of interest. The Board discussed the nature and extent of the services provided by the Adviser and the Sub-Adviser including, without limitation, the Adviser’s continuous review, supervision and administration of the investment program of the Fund and the Sub-Adviser’s provision of the continuous investment program for the Fund. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, was also considered. The Board also considered the Adviser and the Sub-Adviser’s succession planning for senior personnel. The Board concluded that it was satisfied with the nature, extent and quality of services provided to the Fund by the Adviser under the Advisory Agreement and the Sub-Adviser under the Sub-Advisory Agreement.
Fees and Expenses and Comparative Accounts
The Board compared each of the advisory and sub-advisory fees and the total expense ratio for the Fund with various comparative data. In particular, the Board compared the Fund’s advisory fee and overall expense ratio to the median advisory fees and expense ratios for its custom peer group provided by Broadridge and noted that the Adviser did not manage any other client accounts. In reviewing the comparison in fees and expense ratios between the Fund and comparable funds, the Board also considered the differences in types of funds being compared, the styles of investment management, the size of the Fund relative to the comparable funds, and the nature of the investment strategies. The Board also considered the Adviser’s commitment to limit the Fund’s expenses under the expense limitation agreement until at least June 30, 2026. The Board noted that the 0.95% advisory fee as well as the overall net expense ratio for the Fund was at the peer group median as compared to other funds in its Broadridge custom peer group.
The Board also compared the sub-advisory fee paid to the Sub-Adviser and the fees charged to the Sub-Adviser’s other client accounts. The Board noted that the sub-advisory fee under the Sub-Advisory Agreement was paid by the Adviser out of the advisory fee it receives from the Fund. The Board considered the amount to be retained by the Adviser and the sub-advisory fee to be paid to the Sub-Adviser with respect to various services they each provided to the Fund. The Board discussed the Adviser’s process for monitoring the performance of the Sub-Adviser, which included an examination of both qualitative
29
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
OTHER INFORMATION (Unaudited) (Continued)
and quantitative elements of the Sub-Adviser’s organization, personnel, procedures, investment discipline, infrastructure and performance. The Board considered that the Adviser conducts periodic compliance due diligence of the Sub-Adviser, during which the Adviser examines a wide variety of factors, such as the financial condition of the Sub-Adviser, the quality of the Sub-Adviser’s systems, the effectiveness of the Sub-Adviser’s disaster recovery programs, trade allocation and execution procedures, compliance with the Sub-Adviser’s policies and procedures, results of regulatory examinations and any other factors that might affect the quality of services to be provided by the Sub-Adviser to the Fund. The Board noted that the Advisor’s compliance monitoring processes also would include quarterly reviews of compliance certifications, and that any issues arising from such certifications and the Advisor’s compliance reviews of the Sub-Adviser would be reported to the Board.
Fund Performance
The Board also considered, among other data, the Fund’s performance results during certain periods ended October 31, 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’s performance was in the first quartile for the one-year period and in the second quartile for the three-year period ended October 31, 2024 and above the peer group median compared to the Broadridge custom peer group. The Board took into account current market conditions and their effect on the Fund’s performance as described by Blueprint.
Economies of Scale
The Board also considered the effect of the Fund’s growth and size on its performance and expenses. The Board noted that the Adviser limited fees and/or reimbursed expenses for the Fund in order to reduce the Fund’s operating expenses to targeted levels. The Board considered the effective advisory fee under the Advisory Agreement as a percentage of assets at different asset levels and possible economies of scale that might be realized if the assets of the Fund increased. The Board noted that the sub-advisory fee under the Sub-Advisory Agreement is paid by the Adviser out of the advisory fee that it receives from the Fund. The Board also noted that the advisory fee schedule for the Fund currently did not have breakpoints, and considered Blueprint’s assertion that adding breakpoints was not appropriate at this time. The Board noted that if the Fund’s assets increase over time, the Fund might realize other economies of scale if assets increase proportionally more than certain other expenses. The Board further noted that the advisory fee payable to the Adviser from the Fund was reduced by the sub-advisory fee paid by the Adviser to the Sub-Adviser.
30
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
OTHER INFORMATION (Unaudited) (Continued)
Financial Condition and Profitability
Additionally, the Board took into consideration the financial condition and profitability of the Adviser and its affiliates (including the Sub-Adviser) and the direct and indirect benefits derived by the Adviser and its affiliates from their relationship with the Fund. The information considered by the Board included operating profit margin information for the Fund, the Adviser’s business as a whole, as well as the Sub-Adviser’s business. The Board considered the Adviser’s commitment to contractually limit the Fund’s net operating expenses and its payment of the sub-advisory fee out of the advisory fee it received from the Fund. The Board reviewed the profitability of the Adviser’s relationship with the Fund both before and after tax expenses, and also considered whether the Adviser has the financial wherewithal to continue to provide services to the Fund, noting its ongoing commitment to provide support and resources to the Fund as needed.
Fall-Out Benefits
The Board also noted that the Adviser and the Sub-Adviser derive benefits to their reputations and other benefits from their association with the Fund. The Board recognized that each of the Adviser and the Sub-Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services each provides to the Fund and the entrepreneurial risk that the Adviser assumes as investment adviser. Based upon its review, the Board concluded that the Adviser and Sub-Adviser’s level of profitability, if any, from their relationship with the Fund was reasonable and not excessive.
In considering the renewal of each of the Advisory and Sub-Advisory Agreements, the Board, including the Independent Trustees, did not identify any single factor as controlling, and each Trustee may have attributed different weights to the various factors. The Trustees evaluated all information available to them. The Board concluded the following: (a) each of the Adviser and Sub-Adviser demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory and Sub-Advisory Agreement, respectively; (b) each of the Adviser and Sub-Adviser maintains an appropriate compliance program; (c) the overall performance of the Fund is satisfactory relative to the performance of funds with similar investment objectives and relevant indices; and (d) the Fund’s advisory and sub-advisory fees are reasonable in light of the services received by the Fund from the Adviser and the Sub-Adviser and the other factors considered. Based on their conclusions, the Trustees determined with respect to the Fund that continuation of the Advisory and Sub-Advisory Agreements was in the best interests of the Fund and its shareholders.
31
BLUEPRINT ADAPTIVE GROWTH ALLOCATION FUND
FEDERAL TAX INFORMATION (Unaudited)
Qualified Dividend Income – The Fund designates 100.00% of its ordinary income dividends, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate.
Dividends Received Deduction – Corporate shareholders are generally entitled to take the dividends received deduction on the portion of a Fund’s dividend distribution that qualifies under tax law. For the Fund’s period ended February 28, 2025, 94.33% of ordinary income dividends qualifies for the corporate dividends received deduction.
32
HVIA EQUITY FUND
INSTITUTIONAL CLASS (HVEIX)
Managed by
Hudson Valley Investment Advisors, Inc.
ANNUAL
FINANCIAL STATEMENTS
AND ADDITIONAL INFORMATION
February 28, 2025
HVIA EQUITY FUND
SCHEDULE OF INVESTMENTS
February 28, 2025
| COMMON STOCKS — 97.5% | Shares | Value | ||||||
| Communications — 5.7% | ||||||||
| Internet Media & Services — 5.7% | ||||||||
| Alphabet, Inc. - Class C | 9,720 | $ | 1,673,978 | |||||
| Meta Platforms, Inc. - Class A | 3,100 | 2,071,420 | ||||||
| 3,745,398 | ||||||||
| Consumer Discretionary — 10.8% | ||||||||
| E-Commerce Discretionary — 4.0% | ||||||||
| Amazon.com, Inc.(a) | 12,400 | 2,632,272 | ||||||
| Leisure Facilities & Services — 4.9% | ||||||||
| Chipotle Mexican Grill, Inc.(a) | 26,000 | 1,403,220 | ||||||
| Starbucks Corporation | 15,470 | 1,791,581 | ||||||
| 3,194,801 | ||||||||
| Retail - Discretionary — 1.9% | ||||||||
| AutoZone, Inc.(a) | 365 | 1,274,948 | ||||||
| Consumer Staples — 1.1% | ||||||||
| Beverages — 0.4% | ||||||||
| PepsiCo, Inc. | 1,580 | 242,483 | ||||||
| Food — 0.7% | ||||||||
| Mondelez International, Inc. - Class A | 7,810 | 501,636 | ||||||
| Energy — 3.9% | ||||||||
| Oil & Gas Producers — 1.3% | ||||||||
| Exxon Mobil Corporation | 7,500 | 834,975 | ||||||
| Oil & Gas Services & Equipment — 2.6% | ||||||||
| Baker Hughes Company | 23,390 | 1,042,960 | ||||||
| Schlumberger Ltd. | 15,800 | 658,228 | ||||||
| 1,701,188 | ||||||||
| Financials — 16.5% | ||||||||
| Asset Management — 3.5% | ||||||||
| Blue Owl Capital, Inc. | 49,000 | 1,054,970 | ||||||
| Charles Schwab Corporation (The) | 15,400 | 1,224,762 | ||||||
| 2,279,732 | ||||||||
1
HVIA EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)
| COMMON STOCKS — 97.5% (Continued) | Shares | Value | ||||||
| Financials — 16.5% (Continued) | ||||||||
| Banking — 2.5% | ||||||||
| JPMorgan Chase & Company | 6,180 | $ | 1,635,537 | |||||
| Institutional Financial Services — 4.0% | ||||||||
| Goldman Sachs Group, Inc. (The) | 1,900 | 1,182,351 | ||||||
| Morgan Stanley | 10,980 | 1,461,548 | ||||||
| 2,643,899 | ||||||||
| Insurance — 2.8% | ||||||||
| Marsh & McLennan Companies, Inc. | 7,604 | 1,808,535 | ||||||
| Specialty Finance — 3.7% | ||||||||
| American Express Company | 8,010 | 2,410,690 | ||||||
| Health Care — 9.7% | ||||||||
| Biotech & Pharma — 4.3% | ||||||||
| AbbVie, Inc. | 4,500 | 940,635 | ||||||
| Eli Lilly & Company | 2,030 | 1,868,879 | ||||||
| 2,809,514 | ||||||||
| Health Care Facilities & Services — 1.9% | ||||||||
| UnitedHealth Group, Inc. | 2,615 | 1,242,020 | ||||||
| Medical Equipment & Devices — 3.5% | ||||||||
| Danaher Corporation | 5,180 | 1,076,197 | ||||||
| Illumina, Inc.(a) | 4,505 | 399,774 | ||||||
| Thermo Fisher Scientific, Inc. | 1,550 | 819,888 | ||||||
| 2,295,859 | ||||||||
| Industrials — 14.4% | ||||||||
| Electrical Equipment — 3.3% | ||||||||
| Amphenol Corporation - Class A | 13,700 | 912,420 | ||||||
| Generac Holdings, Inc.(a) | 2,000 | 272,300 | ||||||
| Trimble Inc(a) | 13,300 | 957,334 | ||||||
| 2,142,054 | ||||||||
| Engineering & Construction — 2.3% | ||||||||
| Fluor Corporation(a) | 24,830 | 944,285 | ||||||
| Quanta Services, Inc. | 2,100 | 545,223 | ||||||
| 1,489,508 | ||||||||
2
HVIA EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)
| COMMON STOCKS — 97.5% (Continued) | Shares | Value | ||||||
| Industrials — 14.4% (Continued) | ||||||||
| Industrial Intermediate Products — 2.4% | ||||||||
| Chart Industries, Inc.(a) | 8,300 | $ | 1,581,565 | |||||
| Industrial Support Services — 3.8% | ||||||||
| Grainger (W.W.), Inc. | 1,300 | 1,327,573 | ||||||
| United Rentals, Inc. | 1,870 | 1,201,139 | ||||||
| 2,528,712 | ||||||||
| Machinery — 1.6% | ||||||||
| Lincoln Electric Holdings, Inc. | 5,180 | 1,070,654 | ||||||
| Transportation & Logistics — 1.0% | ||||||||
| CSX Corporation | 20,000 | 640,200 | ||||||
| Materials — 1.8% | ||||||||
| Chemicals — 0.9% | ||||||||
| Sherwin-Williams Company (The) | 1,620 | 586,877 | ||||||
| Steel — 0.9% | ||||||||
| Nucor Corporation | 4,070 | 559,503 | ||||||
| Real Estate — 4.5% | ||||||||
| Real Estate Services — 2.1% | ||||||||
| CBRE Group, Inc. - Class A(a) | 9,600 | 1,362,624 | ||||||
| REITs — 2.4% | ||||||||
| Prologis, Inc. | 8,493 | 1,052,452 | ||||||
| Weyerhaeuser Company | 17,958 | 540,536 | ||||||
| 1,592,988 | ||||||||
| Technology — 27.9% | ||||||||
| Semiconductors — 8.5% | ||||||||
| KLA Corporation | 3,210 | 2,275,376 | ||||||
| NVIDIA Corporation | 26,078 | 3,257,664 | ||||||
| 5,533,040 | ||||||||
| Software — 7.9% | ||||||||
| Adobe, Inc.(a) | 3,225 | 1,414,356 | ||||||
| Microsoft Corporation | 5,100 | 2,024,649 | ||||||
3
HVIA EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)
| COMMON STOCKS — 97.5% (Continued) | Shares | Value | ||||||
| Technology — 27.9% (Continued) | ||||||||
| Software — 7.9% (Continued) | ||||||||
| Salesforce, Inc. | 5,920 | $ | 1,763,272 | |||||
| 5,202,277 | ||||||||
| Technology Hardware — 6.5% | ||||||||
| Apple, Inc. | 8,500 | 2,055,640 | ||||||
| Ciena Corporation(a) | 13,900 | 1,106,023 | ||||||
| Cisco Systems, Inc. | 17,260 | 1,106,539 | ||||||
| 4,268,202 | ||||||||
| Technology Services — 5.0% | ||||||||
| International Business Machines Corporation | 5,250 | 1,325,310 | ||||||
| Visa, Inc. - Class A | 5,330 | 1,933,244 | ||||||
| 3,258,554 | ||||||||
| Utilities — 1.2% | ||||||||
| Electric Utilities — 1.2% | ||||||||
| AES Corporation (The) | 65,020 | 753,582 | ||||||
| Total Common Stocks (Cost $40,510,576) | $ | 63,823,827 | ||||||
| MONEY MARKET FUNDS — 2.2% | Shares | Value | ||||||
| First American Government Obligations Fund - Class X, 4.29%(b) (Cost $1,425,345) | 1,425,345 | $ | 1,425,345 | |||||
| Investments at Value — 99.7% (Cost $41,935,921) | $ | 65,249,172 | ||||||
| Other Assets in Excess of Liabilities — 0.3% | 211,350 | |||||||
| Net Assets — 100.0% | $ | 65,460,522 | ||||||
| (a) | Non-income producing security. |
| (b) | The rate shown is the 7-day effective yield as of February 28, 2025. |
See accompanying notes to financial statements.
4
HVIA EQUITY FUND
STATEMENT
OF ASSETS AND LIABILITIES
February 28, 2025
| ASSETS | ||||
| Investments in securities: | ||||
| At cost | $ | 41,935,921 | ||
| At value (Note 2) | $ | 65,249,172 | ||
| Receivable for capital shares sold | 225,618 | |||
| Dividends receivable | 51,546 | |||
| Tax reclaims receivable | 258 | |||
| Other assets | 9,755 | |||
| TOTAL ASSETS | 65,536,349 | |||
| LIABILITIES | ||||
| Payable for capital shares redeemed | 29,000 | |||
| Payable to Adviser (Note 4) | 24,299 | |||
| Payable to administrator (Note 4) | 11,695 | |||
| Other accrued expenses | 10,833 | |||
| TOTAL LIABILITIES | 75,827 | |||
| CONTINGENCIES AND COMMITMENTS (NOTE 6) | — | |||
| NET ASSETS | $ | 65,460,522 | ||
| NET ASSETS CONSIST OF: | ||||
| Paid-in capital | $ | 40,080,567 | ||
| Distributable earnings | 25,379,955 | |||
| NET ASSETS | $ | 65,460,522 | ||
| PRICING OF INSTITUTIONAL SHARES (NOTE 1) | ||||
| Net assets applicable to Institutional Shares | $ | 65,460,522 | ||
| Shares of Institutional Shares outstanding (unlimited number of shares authorized, no par value) | 2,581,237 | |||
| Net asset value, offering price and redemption price per share (Note 2) | $ | 25.36 | ||
See accompanying notes to financial statements.
5
HVIA EQUITY FUND
STATEMENT OF OPERATIONS
For the Year Ended February 28, 2025
| INVESTMENT INCOME | ||||
| Dividend income | $ | 736,137 | ||
| EXPENSES | ||||
| Management fees (Note 4) | 452,736 | |||
| Administration fees (Note 4) | 66,895 | |||
| Fund accounting fees (Note 4) | 41,926 | |||
| Legal fees | 26,984 | |||
| Registration and filing fees | 22,442 | |||
| Transfer agent fees (Note 4) | 21,470 | |||
| Trustees’ fees and expenses (Note 4) | 21,420 | |||
| Audit and tax services fees | 18,432 | |||
| Compliance fees (Note 4) | 12,000 | |||
| Shareholder reporting expense | 11,126 | |||
| Custody and bank service fees | 10,396 | |||
| Postage and supplies | 5,186 | |||
| Insurance expense | 3,118 | |||
| Other expenses | 17,762 | |||
| TOTAL EXPENSES | 731,893 | |||
| Less fee reductions by the Adviser (Note 4) | (126,207 | ) | ||
| NET EXPENSES | 605,686 | |||
| NET INVESTMENT INCOME | 130,451 | |||
| REALIZED AND UNREALIZED GAINS ON INVESTMENTS | ||||
| Net realized gains from investments | 3,236,600 | |||
| Net change in unrealized appreciation (depreciation) on investments | 1,017,952 | |||
| NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS | 4,254,552 | |||
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 4,385,003 | ||
See accompanying notes to financial statements.
6
HVIA EQUITY FUND
STATEMENTS OF CHANGES IN NET ASSETS
| Year
Ended February 28, 2025 |
Year
Ended February 29, 2024 |
|||||||
| FROM OPERATIONS | ||||||||
| Net investment income | $ | 130,451 | $ | 163,527 | ||||
| Net realized gains (losses) from: | ||||||||
| Investments | 3,236,600 | 1,051,463 | ||||||
| Foreign currency transactions | — | (134 | ) | |||||
| Net change in unrealized appreciation (depreciation) on: | ||||||||
| Investments | 1,017,952 | 12,276,786 | ||||||
| Foreign currency translation | — | 131 | ||||||
| Net increase in net assets resulting from operations | 4,385,003 | 13,491,773 | ||||||
| DISTRIBUTIONS TO SHAREHOLDERS (Note 2) | ||||||||
| Institutional Shares | (1,572,848 | ) | (789,132 | ) | ||||
| CAPITAL SHARE TRANSACTIONS | ||||||||
| Institutional Shares | ||||||||
| Proceeds from shares sold | 14,075,364 | 14,924,541 | ||||||
| Net asset value of shares issued in reinvestment of distributions to shareholders | 3,488 | 2,132 | ||||||
| Payments for shares redeemed | (6,994,695 | ) | (7,243,080 | ) | ||||
| Net increase in Institutional Shares net assets from capital share transactions | 7,084,157 | 7,683,593 | ||||||
| TOTAL INCREASE IN NET ASSETS | 9,896,312 | 20,386,234 | ||||||
| NET ASSETS | ||||||||
| Beginning of year | 55,564,210 | 35,177,976 | ||||||
| End of year | $ | 65,460,522 | $ | 55,564,210 | ||||
| CAPITAL SHARE ACTIVITY | ||||||||
| Institutional Shares | ||||||||
| Shares sold | 555,661 | 729,504 | ||||||
| Shares reinvested | 138 | 97 | ||||||
| Shares redeemed | (272,820 | ) | (368,616 | ) | ||||
| Net increase in shares outstanding | 282,979 | 360,985 | ||||||
| Shares outstanding at beginning of year | 2,298,258 | 1,937,273 | ||||||
| Shares outstanding at end of year | 2,581,237 | 2,298,258 | ||||||
See accompanying notes to financial statements.
7
HVIA EQUITY FUND
INSTITUTIONAL SHARES
FINANCIAL HIGHLIGHTS
|
Per Share Data for a Share Outstanding Throughout Each Year | ||||||||||||||||||||
| Year
Ended Feb. 28, 2025 |
Year
Ended Feb. 29, 2024 |
Year
Ended Feb. 28, 2023 |
Year
Ended Feb. 28, 2022 |
Year
Ended Feb. 28, 2021 |
||||||||||||||||
| Net asset value at beginning of year | $ | 24.18 | $ | 18.16 | $ | 21.67 | $ | 19.38 | $ | 14.00 | ||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||
| Net investment income | 0.05 | 0.07 | 0.15 | 0.02 | 0.02 | |||||||||||||||
| Net realized and unrealized gains (losses) on investments and foreign currencies | 1.77 | 6.32 | (2.08 | ) | 2.88 | 5.45 | ||||||||||||||
| Total from investment operations | 1.82 | 6.39 | (1.93 | ) | 2.90 | 5.47 | ||||||||||||||
| Less distributions from: | ||||||||||||||||||||
| Net investment income | (0.06 | ) | (0.09 | ) | (0.13 | ) | (0.03 | ) | (0.00 | )(a) | ||||||||||
| Net realized gains | (0.58 | ) | (0.28 | ) | (1.45 | ) | (0.58 | ) | (0.09 | ) | ||||||||||
| Total distributions | (0.64 | ) | (0.37 | ) | (1.58 | ) | (0.61 | ) | (0.09 | ) | ||||||||||
| Net asset value at end of year | $ | 25.36 | $ | 24.18 | $ | 18.16 | $ | 21.67 | $ | 19.38 | ||||||||||
| Total return(b) | 7.57 | % | 35.36 | % | (8.62 | )% | 14.66 | % | 39.10 | % | ||||||||||
| Net assets at end of year (000’s) | $ | 65,461 | $ | 55,564 | $ | 35,178 | $ | 37,732 | $ | 30,410 | ||||||||||
| Ratios/supplementary data: | ||||||||||||||||||||
| Ratio of total expenses to average net assets | 1.19 | % | 1.34 | % | 1.40 | % | 1.35 | % | 1.59 | % | ||||||||||
| Ratio of net expenses to average net assets(c) | 0.99 | % | 0.99 | % | 0.99 | % | 0.99 | % | 0.99 | % | ||||||||||
| Ratio of net investment income to average net assets(c) | 0.21 | % | 0.39 | % | 0.80 | % | 0.09 | % | 0.13 | % | ||||||||||
| Portfolio turnover rate | 19 | % | 23 | % | 30 | % | 11 | % | 11 | % | ||||||||||
| (a) | Amount rounds to less than $0.01 per share. |
| (b) | Total return is a measure of the change in value of an investment in the Fund over the years covered. The returns shown do not reflect the deduction of taxes a shareholders would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Adviser had not reduced management fees and/or reimbursed expenses. |
| (c) | Ratio was determined after management fee reductions and/or expense reimbursements (Note 4). |
See accompanying notes to financial statements.
8
HVIA EQUITY FUND
NOTES TO FINANCIAL STATEMENTS
February 28, 2025
1. Organization
HVIA Equity Fund (the “Fund”) is a diversified series of Ultimus Managers Trust (the “Trust”), an open-end investment company established as an Ohio business trust under a Declaration of Trust dated February 28, 2012. Other series of the Trust are not incorporated in this report.
The investment objective of the Fund is to seek growth at a reasonable price.
The Fund currently offers one class of shares: Institutional Class shares (sold without any sales loads or distribution fees and subject to a $25,000 initial investment requirement). As of February 28, 2025, the Investor Class shares (to be sold without any sales load, but subject to a distribution fee of up to 0.25% of the class’s average daily net assets and subject to a $2,500 initial investment requirement) are not currently offered. When both classes are offered, each share class will represent an ownership interest in the same investment portfolio.
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 Hudson Valley Investment Advisors, 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 following is a summary of the Fund’s significant accounting policies. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Fund follows accounting and reporting guidance under FASB Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”
Regulatory update – Tailored Shareholder Reports for Mutual Funds and Exchange-Traded Funds (“ETFs”) – Effective January 24, 2023, the Securities and Exchange Commission (the “SEC”) adopted rule and form amendments to require mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information. Other information, including financial statements, will no longer appear in a streamlined shareholder report but must be available online, delivered free
9
HVIA EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. The Fund has implemented the rule and form requirements, as applicable, and is currently adhering to the requirements.
Securities valuation – The Fund values its portfolio securities at fair value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open for business. The Fund values its common stocks on the basis of the security’s last sale price on the security’s primary exchange, if available, otherwise at the exchange’s most recently quoted mean price. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. Investments representing shares of other registered open-end investment companies that are not listed on an exchange, including money market funds, are valued at their net asset value (“NAV”) as reported by such companies. The Fund values securities traded in the over-the-counter market at the last sale price, if available, otherwise at the most recently quoted mean price. When using a quoted price and when the market is considered active, the security will be classified as Level 1 within the fair value hierarchy (see below). In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value as determined by 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.
10
HVIA EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
The following is a summary of the Fund’s investments and the level of inputs used to value the investments as of February 28, 2025:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Common Stocks | $ | 63,823,827 | $ | — | $ | — | $ | 63,823,827 | ||||||||
| Money Market Funds | 1,425,345 | — | — | 1,425,345 | ||||||||||||
| Total | $ | 65,249,172 | $ | — | $ | — | $ | 65,249,172 | ||||||||
Refer to the Fund’s Schedule of Investments for a listing of the common stocks by sector and industry type. The Fund did not have any derivative instruments or any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the year ended February 28, 2025.
Foreign currency translation – Securities and other assets and liabilities denominated in or expected to settle in foreign currencies, if any, are translated into U.S. dollars based on exchange rates on the following basis:
| A. | The fair values of investment securities and other assets and liabilities are translated as of the close of the NYSE each day. |
| B. | Purchases and sales of investment securities and income and expenses are translated at the rate of exchange prevailing as of 4:00 p.m. Eastern Time on the respective date of such transactions. |
| C. | The Fund does not isolate that portion of the results of operations caused by changes in foreign exchange rates on investments from those caused by changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses on investments. |
Reported net realized foreign exchange gains or losses arise from 1) purchases and sales of foreign currencies, 2) currency gains or losses realized between the trade and settlement dates on securities transactions, and 3) the difference between the amounts of dividends and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Reported net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities that result from changes in exchange rates.
Cash – The Fund’s cash, if any, is held in a bank account with balances which, at times, may exceed United States federally insured limits set by the Federal Deposit Insurance Corporation. The Fund maintains these balances with a high-quality financial institution and may incur charges on cash overdrafts.
11
HVIA EQUITY 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 its assets attributable to that class, less liabilities attributable to that class, by the number of shares outstanding of that class. The offering price and redemption price per share of each class of the Fund is equal to the NAV per share of such class.
Investment income – Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the security received. Interest income is accrued as earned. Withholding taxes on foreign dividends have been recorded in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.
Investment transactions – Investment transactions are accounted for on the trade date. Realized gains and losses on investments sold are determined on a specific identification basis.
Common expenses – Common expenses of the Trust are allocated among the Fund and the other series of the Trust based on the relative net assets of each series, the number of series in the Trust, or the nature of the services performed and the relative applicability to each series.
Distributions to shareholders – The Fund will distribute to shareholders any net investment income dividends and net realized capital gains distributions at least once each year. The amount of such dividends and distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. The tax character of the Fund’s distributions during the years ended February 28, 2025 and February 29, 2024 was as follows:
| Period Ended |
Ordinary Income |
Long-Term Capital Gains |
Total Distributions* |
|||||||||
| February 28, 2025 | $ | 156,140 | $ | 1,416,708 | $ | 1,572,848 | ||||||
| February 29, 2024 | $ | 190,220 | $ | 598,912 | $ | 789,132 | ||||||
| * | Total Distributions may not tie to the amounts listed on the Statements of Changes in Net Assets due to reclassifications of the character of the distributions as a result of permanent differences between financial statements and income tax reporting. |
Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of increase (decrease) in net assets from operations during the reporting period. Actual results could differ from those estimates.
12
HVIA EQUITY 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, as amended (the “Code”). Qualification generally will relieve the Fund of liability for federal income taxes to the extent 100% of its net investment income and net realized capital gains are distributed in accordance with the Code.
In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Fund’s intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the 12 months ended October 31) plus undistributed amounts from prior years.
The following information is computed on a tax basis for each item as of February 28, 2025:
| Tax cost of investments | $ | 41,935,921 | ||
| Gross unrealized appreciation | $ | 25,200,660 | ||
| Gross unrealized depreciation | (1,887,409 | ) | ||
| Net unrealized appreciation | 23,313,251 | |||
| Undistributed long-term capital gains | 2,066,704 | |||
| Distributable earnings | $ | 25,379,955 | ||
The Fund recognizes the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” of being sustained assuming examination by tax authorities. Management has reviewed the Fund’s tax positions for all open tax periods (generally, three years) and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements.
The Fund identifies its major tax jurisdiction as U.S. Federal. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax on the Statement of Operations. During the year ended February 28, 2025, the Fund did not incur any interest of penalties.
3. Investment Transactions
During the year ended February 28, 2025, cost of purchases and proceeds from sales of investment securities, other than short-term investments, amounted to $17,832,399 and $11,175,977, respectively.
13
HVIA EQUITY 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. Under the Investment Advisory Agreement, the Fund pays the Adviser a management fee, computed and accrued daily and paid monthly, at the annual rate of 0.74% of its average daily net assets.
Pursuant to an Expense Limitation Agreement (“ELA”), the Adviser has contractually agreed, until July 1, 2025, to reduce management fees and reimburse other expenses to the extent necessary to limit total annual operating expenses (exclusive of brokerage costs, taxes, interest, borrowing costs such as interest and dividend expense on securities sold short, costs to organize the Fund, acquired fund fees and expenses, extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business) to an amount not exceeding 0.99% of average daily net assets of the Institutional Class shares and 1.24% of the average daily net assets of the Investor Class shares. Accordingly, the Adviser reduced its management fees in the amount of $126,207 during the year ended February 28, 2025.
Under the terms of the ELA, management fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of three years after such fees and expenses were incurred, provided the repayments do not cause total annual operating expenses to exceed the lesser of: (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. As of February 28, 2025, the Adviser may seek repayment of management fee reductions and expense reimbursements in the amount of $414,089 no later than the dates listed below:
| February 28, 2026 | $ | 143,339 | ||
| February 28, 2027 | 144,543 | |||
| February 29, 2028 | 126,207 | |||
| Total | $ | 414,089 | ||
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.
14
HVIA EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
Under the terms of a Consulting Agreement with the Trust, Northern Lights Compliance Services, LLC (“NLCS”) provides a Chief Compliance Officer and an Anti-Money Laundering Officer to the Trust, as well as related compliance services. Under the terms of the agreement, NLCS receives fees from the Fund. NLCS is a wholly-owned subsidiary of Ultimus.
Under the terms of a Distribution Agreement with the Trust, Ultimus Fund Distributors, LLC (the “Distributor”) serves as the principal underwriter to the Fund. The Distributor is a wholly-owned subsidiary of Ultimus. The Distributor is currently compensated by the Adviser (not the Fund) for acting as principal underwriter.
Certain officers of the Trust are also officers of Ultimus and are not paid by the Trust or the Fund for serving in such capacities.
TRUSTEE COMPENSATION
Each member of the Board 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 HOLDER OF FUND SHARES
As of February 28, 2025, the following shareholder owned of record more than 25% of the outstanding shares of the Fund:
| NAME OF RECORD OWNER | % Ownership | |
| Pershing, LLC (for the benefit of its customers) | 99.8% |
A beneficial owner of 25% or more of the Fund’s outstanding shares may be considered a controlling person. That shareholder’s vote could have a more significant effect on matters presented at a shareholders’ meeting.
5. Sector Risk
If the Fund has significant investments in the securities of issuers in industries within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss of an investment in the Fund and increase the volatility of the Fund’s net asset value per share. From time to time, a particular set of circumstances may affect this sector or companies within the sector. For instance, economic or market factors, regulation or deregulation, or other developments may negatively impact all companies in a particular sector and therefore the value of the Fund’s portfolio will be adversely affected. As of February 28, 2025, the Fund had 27.9% of the value of its net assets invested in stocks within the Technology sector.
15
HVIA EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
6. Contingencies and Commitments
The Fund indemnifies the Trust’s officers and Trustees for certain liabilities that might arise from the performance of their duties to the Fund. Additionally, in the normal course of business the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
7. Subsequent Events
The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events.
16
HVIA EQUITY FUND
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders of HVIA Equity Fund and
Board of Trustees of Ultimus Managers Trust
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of HVIA Equity Fund (the “Fund”), a series of Ultimus Managers Trust, as of February 28, 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, the financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of February 28, 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 five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of February 28, 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 2016.
COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
April 25, 2025
17
HVIA EQUITY FUND
ADDITIONAL INFORMATION (Unaudited)
Changes in and/or Disagreements with Accountants
There were no changes in 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.
FEDERAL TAX INFORMATION (Unaudited)
For the fiscal year ended February 28, 2025, the Fund designated $1,416,708 as long-term capital gain distributions.
Qualified Dividend Income – The Fund designates 100.00% of its ordinary income dividends, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate.
Dividends Received Deduction – Corporate shareholders are generally entitled to take the dividends received deduction on the portion of a Fund’s dividend distribution that qualifies under tax law. For the Fund’s year ended February 28, 2025, 100.00% of ordinary income dividends qualifies for the corporate dividends received deduction.
18
Nia Impact Solutions Fund
Annual Financial Statements
and Additional Information
February 28, 2025
NIA IMPACT SOLUTIONS FUND
SCHEDULE OF INVESTMENTS
February 28, 2025
| COMMON STOCKS — 94.2% | Shares | Value | ||||||
| Communications — 5.8% | ||||||||
| Internet Media & Services — 4.0% | ||||||||
| Shopify, Inc. - Class A (a) | 11,214 | $ | 1,255,968 | |||||
| Spotify Technology S.A. (a) | 2,225 | 1,352,822 | ||||||
| Zillow Group, Inc. - Class A (a) | 12,330 | 917,229 | ||||||
| 3,526,019 | ||||||||
| Telecommunications — 1.8% | ||||||||
| Telefónica S.A. - ADR | 353,530 | 1,555,532 | ||||||
| Consumer Discretionary — 6.5% | ||||||||
| Consumer Services — 3.5% | ||||||||
| Stride, Inc. (a) | 22,327 | 3,054,334 | ||||||
| E-Commerce Discretionary — 1.5% | ||||||||
| eBay, Inc. | 20,544 | 1,330,018 | ||||||
| Home & Office Products — 0.7% | ||||||||
| Steelcase, Inc. - Class A | 54,632 | 664,325 | ||||||
| Retail - Discretionary — 0.8% | ||||||||
| Cloudflare, Inc. - Class A (a) | 4,810 | 698,893 | ||||||
| Consumer Staples — 5.2% | ||||||||
| Beverages — 0.9% | ||||||||
| Vita Coco Company, Inc. (The) (a) | 23,677 | 768,082 | ||||||
| Household Products — 1.5% | ||||||||
| e.l.f. Beauty, Inc. (a) | 9,193 | 645,809 | ||||||
| Honest Company, Inc. (The) (a) | 125,758 | 679,093 | ||||||
| 1,324,902 | ||||||||
| Retail - Consumer Staples — 1.5% | ||||||||
| Natural Grocers by Vitamin Cottage, Inc. | 28,941 | 1,286,138 | ||||||
| Wholesale - Consumer Staples — 1.3% | ||||||||
| United Natural Foods, Inc. (a) | 36,308 | 1,154,231 | ||||||
| Energy — 2.0% | ||||||||
| Renewable Energy — 2.0% | ||||||||
| First Solar, Inc. (a) | 8,841 | 1,203,968 | ||||||
| Vestas Wind Systems A/S - ADR (a) | 124,744 | 578,812 | ||||||
| 1,782,780 | ||||||||
1
NIA IMPACT SOLUTIONS FUND
SCHEDULE OF INVESTMENTS
| COMMON STOCKS — 94.2% (Continued) | Shares | Value | ||||||
| Financials — 7.2% | ||||||||
| Asset Management — 3.4% | ||||||||
| Robinhood Markets Inc - Class A (a) | 29,368 | $ | 1,471,337 | |||||
| Sanlam Ltd. - ADR | 166,190 | 1,558,862 | ||||||
| 3,030,199 | ||||||||
| Banking — 2.9% | ||||||||
| Amalgamated Financial Corporation | 79,716 | 2,586,784 | ||||||
| Insurance — 0.9% | ||||||||
| Lemonade, Inc. (a) | 20,418 | 742,194 | ||||||
| Health Care — 12.3% | ||||||||
| Biotech & Pharma — 8.8% | ||||||||
| Daiichi Sankyo Company Ltd. - ADR | 42,679 | 979,483 | ||||||
| GeneDx Holdings Corporation (a) | 7,339 | 754,816 | ||||||
| Gilead Sciences, Inc. | 18,989 | 2,170,633 | ||||||
| Organon & Company | 77,605 | 1,157,090 | ||||||
| Vertex Pharmaceuticals, Inc. (a) | 5,645 | 2,708,415 | ||||||
| 7,770,437 | ||||||||
| Medical Equipment & Devices — 3.5% | ||||||||
| Hologic, Inc. (a) | 20,702 | 1,312,300 | ||||||
| Thermo Fisher Scientific, Inc. | 3,331 | 1,761,965 | ||||||
| 3,074,265 | ||||||||
| Industrials — 14.9% | ||||||||
| Commercial Support Services — 0.7% | ||||||||
| Radius Recycling, Inc. - Class A | 47,463 | 656,413 | ||||||
| Electrical Equipment — 3.5% | ||||||||
| NEXTracker, Inc. - Class A (a) | 18,134 | 798,259 | ||||||
| Schneider Electric SE - ADR | 47,700 | 2,301,525 | ||||||
| 3,099,784 | ||||||||
| Engineering & Construction — 6.6% | ||||||||
| AECOM | 25,785 | 2,579,789 | ||||||
| Stantec, Inc. | 37,951 | 3,236,461 | ||||||
| 5,816,250 | ||||||||
| Machinery — 4.1% | ||||||||
| Mueller Water Products, Inc. - Class A | 47,213 | 1,216,207 | ||||||
| Xylem, Inc. | 17,974 | 2,352,617 | ||||||
| 3,568,824 | ||||||||
| Materials — 5.0% | ||||||||
| Construction Materials — 2.5% | ||||||||
| Carlisle Companies, Inc. | 6,568 | 2,238,112 | ||||||
2
NIA IMPACT SOLUTIONS FUND
SCHEDULE OF INVESTMENTS
| COMMON STOCKS — 94.2% (Continued) | Shares | Value | ||||||
| Materials — 5.0% (Continued) | ||||||||
| Containers & Packaging — 1.4% | ||||||||
| Brambles Ltd. - ADR | 47,962 | $ | 1,253,247 | |||||
| Forestry, Paper & Wood Products — 1.1% | ||||||||
| Sylvamo Corporation | 13,365 | 950,251 | ||||||
| Real Estate — 4.6% | ||||||||
| Real Estate Owners & Developers — 0.4% | ||||||||
| City Developments Ltd. - ADR | 102,422 | 374,865 | ||||||
| REITs — 4.2% | ||||||||
| HA Sustainable Infrastructure Capital, Inc. | 51,411 | 1,477,038 | ||||||
| Iron Mountain, Inc. | 24,026 | 2,238,502 | ||||||
| 3,715,540 | ||||||||
| Technology — 28.6% | ||||||||
| Semiconductors — 4.8% | ||||||||
| Advanced Micro Devices, Inc. (a) | 8,345 | 833,332 | ||||||
| Taiwan Semiconductor Manufacturing Company Ltd. - ADR | 18,559 | 3,350,456 | ||||||
| 4,183,788 | ||||||||
| Software — 14.0% | ||||||||
| Atlassian Corporation - Class A (a) | 6,377 | 1,812,726 | ||||||
| Autodesk, Inc. (a) | 2,826 | 774,917 | ||||||
| Duolingo, Inc. (a) | 4,257 | 1,328,482 | ||||||
| Fortinet, Inc. (a) | 27,084 | 2,925,343 | ||||||
| Palo Alto Networks, Inc. (a) | 13,772 | 2,622,602 | ||||||
| SAP SE - ADR | 10,559 | 2,903,725 | ||||||
| 12,367,795 | ||||||||
| Technology Hardware — 2.2% | ||||||||
| Apple, Inc. | 8,044 | 1,945,361 | ||||||
| Technology Services — 7.6% | ||||||||
| International Business Machines Corporation | 14,443 | 3,645,991 | ||||||
| Toast Inc. - Class A (a) | 32,666 | 1,260,908 | ||||||
| Wolters Kluwer N.V. - ADR | 11,790 | 1,803,870 | ||||||
| 6,710,769 | ||||||||
3
NIA IMPACT SOLUTIONS FUND
SCHEDULE OF INVESTMENTS
| COMMON STOCKS — 94.2% (Continued) | Shares | Value | ||||||
| Utilities — 2.1% | ||||||||
| Electric Utilities — 1.4% | ||||||||
| Brookfield Renewable Corporation | 45,217 | $ | 1,259,294 | |||||
| Gas & Water Utilities — 0.7% | ||||||||
| California Water Service Group | 13,134 | 596,940 | ||||||
| Total Common Stocks (Cost $64,698,360) | $ | 83,086,366 | ||||||
| MONEY MARKET FUNDS — 6.0% | Shares | Value | ||||||
| First American Government Obligations Fund - Class X, 4.29% (b) (Cost $5,257,478) | 5,257,478 | $ | 5,257,478 | |||||
| Investments at Value — 100.2% (Cost $69,955,838) | $ | 88,343,844 | ||||||
| Liabilities in Excess of Other Assets — (0.2%) | (143,798 | ) | ||||||
| Net Assets — 100.0% | $ | 88,200,046 | ||||||
A/S - Aktieselskab
ADR - American Depositary Receipt
N.V. - Naamloze Vennootschap
S.A. - Societe Anonyme
SE - Societe Europaea
| (a) | Non-income producing security. |
| (b) | The rate shown is the 7-day effective yield as of February 28, 2025. |
See accompanying notes to financial statements.
4
NIA IMPACT SOLUTIONS FUND
STATEMENT OF ASSETS AND LIABILITIES
February 28, 2025
| ASSETS | ||||
| Investments in securities: | ||||
| At cost | $ | 69,955,838 | ||
| At value (Note 2) | $ | 88,343,844 | ||
| Receivable for capital shares sold | 41,944 | |||
| Dividends receivable | 87,206 | |||
| Tax reclaims receivable | 30,761 | |||
| Other assets | 10,986 | |||
| Total assets | 88,514,741 | |||
| LIABILITIES | ||||
| Payable for capital shares redeemed | 250,790 | |||
| Payable to Adviser (Note 4) | 39,668 | |||
| Payable to administrator (Note 4) | 13,149 | |||
| Other accrued expenses | 11,088 | |||
| Total liabilities | 314,695 | |||
| CONTINGENCIES AND COMMITMENTS (Note 7) | — | |||
| NET ASSETS | 88,200,046 | |||
| NET ASSETS CONSIST OF: | ||||
| Paid-in capital | $ | 73,357,834 | ||
| Distributable earnings | 14,842,212 | |||
| NET ASSETS | $ | 88,200,046 | ||
| Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value) | 6,942,764 | |||
| Net asset value, offering price and redemption price per share (Note 2) | $ | 12.70 |
See accompanying notes to financial statements.
5
NIA IMPACT SOLUTIONS FUND
STATEMENT OF OPERATIONS
For the Year Ended February 28, 2025
| INVESTMENT INCOME | ||||
| Dividends | $ | 1,324,785 | ||
| Foreign witholding taxes on dividends (net of reclaims received) | (104,483 | ) | ||
| Total investment income | 1,220,302 | |||
| EXPENSES | ||||
| Management fees (Note 4) | 772,264 | |||
| Administration fees (Note 4) | 86,969 | |||
| Legal fees | 41,346 | |||
| Fund accounting fees (Note 4) | 39,271 | |||
| Transfer agent fees (Note 4) | 35,704 | |||
| Registration and filing fees | 33,947 | |||
| Trustees’ fees and expenses (Note 4) | 21,420 | |||
| Audit and tax services fees | 18,432 | |||
| Compliance fees (Note 4) | 15,000 | |||
| Shareholder reporting expenses | 13,226 | |||
| Custodian and bank service fees | 8,019 | |||
| Postage and supplies | 6,664 | |||
| Insurance expense | 3,210 | |||
| Other expenses | 22,173 | |||
| Total expenses | 1,117,645 | |||
| Less fee reductions by the Adviser (Note 4) | (312,119 | ) | ||
| Net expenses | 805,526 | |||
| NET INVESTMENT INCOME | 414,776 | |||
| REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS | ||||
| Net realized losses from investments transactions | (420,878 | ) | ||
| Net change in unrealized appreciation (depreciation) on investments | 11,113,632 | |||
| NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS | 10,692,754 | |||
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 11,107,530 |
See accompanying notes to financial statements.
6
NIA IMPACT SOLUTIONS FUND
STATEMENT OF CHANGES IN NET ASSETS
| Year
Ended February 28, 2025 |
Year
Ended February 29, 2024 |
|||||||
| FROM OPERATIONS | ||||||||
| Net investment income | $ | 414,776 | $ | 387,182 | ||||
| Net realized losses from investment transactions | (420,878 | ) | (2,158,865 | ) | ||||
| Net change in unrealized appreciation (depreciation) on investments | 11,113,632 | 7,493,422 | ||||||
| Net increase in net assets resulting from operations | 11,107,530 | 5,721,739 | ||||||
| DISTRIBUTIONS TO SHAREHOLDERS | (499,753 | ) | (372,083 | ) | ||||
| FROM CAPITAL SHARE TRANSACTIONS | ||||||||
| Proceeds from shares sold | 7,595,995 | 19,961,959 | ||||||
| Net asset value of shares issued in reinvestment of distributions to shareholders | 487,176 | 362,364 | ||||||
| Payments for shares redeemed | (3,919,547 | ) | (1,691,014 | ) | ||||
| Net increase in net assets from capital share transactions | 4,163,624 | 18,633,309 | ||||||
| TOTAL INCREASE IN NET ASSETS | 14,771,401 | 23,982,965 | ||||||
| NET ASSETS | ||||||||
| Beginning of year | 73,428,645 | 49,445,680 | ||||||
| End of year | $ | 88,200,046 | $ | 73,428,645 | ||||
| CAPITAL SHARES ACTIVITY | ||||||||
| Shares sold | 609,212 | 1,934,576 | ||||||
| Shares reinvested | 39,900 | 32,734 | ||||||
| Shares redeemed | (317,132 | ) | (161,919 | ) | ||||
| Net increase in shares outstanding | 331,980 | 1,805,391 | ||||||
| Shares outstanding, beginning of year | 6,610,784 | 4,805,393 | ||||||
| Shares outstanding, end of year | 6,942,764 | 6,610,784 | ||||||
See accompanying notes to financial statements.
7
NIA IMPACT SOLUTIONS FUND
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout each Period
| Year Ended | Year Ended | Period Ended | ||||||||||
| February 28, | February 29, | February 28, | ||||||||||
| 2025 | 2024 | 2023(a) | ||||||||||
| Net asset value at beginning of period | $ | 11.11 | $ | 10.29 | $ | 10.00 | ||||||
| Income from investment operations: | ||||||||||||
| Net investment income | 0.06 | 0.06 | 0.02 | |||||||||
| Net realized and unrealized gains on investments | 1.60 | 0.82 | 0.29 | (b) | ||||||||
| Total from investment operations | 1.66 | 0.88 | 0.31 | |||||||||
| Less distributions from net investment income | (0.07 | ) | (0.06 | ) | (0.02 | ) | ||||||
| Net asset value at end of period | $ | 12.70 | $ | 11.11 | $ | 10.29 | ||||||
| Total return (c) | 14.98 | % | 8.53 | % | 3.16 | %(d) | ||||||
| Net assets at end of period (000’s) | $ | 88,200 | $ | 73,429 | $ | 49,446 | ||||||
| Ratios/supplementary data: | ||||||||||||
| Ratio of total expenses to average net assets | 1.37 | % | 1.45 | %(e) | 1.57 | %(e)(f) | ||||||
| Ratio of net expenses to average net assets (g) | 0.99 | % | 0.99 | %(e) | 0.99 | %(e)(f) | ||||||
| Ratio of net investment income to average net assets (g) | 0.51 | % | 0.64 | % | 0.30 | %(f) | ||||||
| Portfolio turnover rate | 17 | % | 18 | % | 10 | %(d) | ||||||
| (a) | Represents the period from the commencement of operations (May 10, 2022) through February 28, 2023. |
| (b) | Represents a balancing figure derived from other amounts in the financial highlights table that captures all other changes affecting net asset value per share. This per share amount does not correlate to the aggregate of the net realized and unrealized losses on the Statement of Operations for the same period. |
| (c) | Total return is a measure of the change in value of an investment in the Fund over the period covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total return would be lower if the Adviser had not reduced fees (Note 4). |
| (d) | Not annualized. |
| (e) | Includes costs to organize the Fund of 0.02% and 0.01%(f) for the year ended February 29, 2024 and the period ended February 28, 2023 (Note 4). |
| (f) | Annualized. |
| (g) | Ratio was determined after management fee reductions by the Adviser (Note 4). |
See accompanying notes to financial statements.
8
NIA IMPACT SOLUTIONS FUND
NOTES TO FINANCIAL STATEMENTS
February 28, 2025
1. Organization
Nia Impact Solutions Fund (the “Fund”) is a diversified series of Ultimus Managers Trust (the “Trust”). The Trust is an open-end management investment company established as an Ohio business trust under a Declaration of Trust dated February 28, 2012. Other series of the Trust are not incorporated in this report. The Fund commenced operations on May 10, 2022.
The investment objective of the Fund is to seek to achieve long-term capital appreciation by investing in companies that contribute towards advancements in the areas of diversity and inclusion, sustainability and/or social justice.
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 Nia Impact Capital (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”).
Regulatory update – Tailored Shareholder Reports for Mutual Funds and Exchange-Traded Funds (“ETFs”) – Effective January 24, 2023, the Securities and Exchange Commission (the “SEC”) adopted rule and form amendments to require mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information. Other information, including financial statements, will no longer appear in a streamlined shareholder report and instead must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. The Fund has implemented the rule and form requirements, as applicable, and is currently adhering to the requirements.
9
NIA IMPACT SOLUTIONS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
Securities valuation – The Fund values its portfolio securities at market value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open for business. The Fund values its listed securities on the basis of the security’s last sale price on the security’s primary exchange, if available, otherwise at the exchange’s most recently quoted mean price. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. Investments representing shares of other registered open-end investment companies that are not listed on an exchange, including money market funds, are valued at their net asset value (“NAV”) as reported by such companies. When using a quoted price and when the market is considered active, the security will be classified as Level 1 within the fair value hierarchy (see below). In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value as determined by 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 February 28, 2025, by security type:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Common Stocks | $ | 83,086,366 | $ | — | $ | — | $ | 83,086,366 | ||||||||
| Money Market Funds | 5,257,478 | — | — | 5,257,478 | ||||||||||||
| Total | $ | 88,343,844 | $ | — | $ | — | $ | 88,343,844 | ||||||||
10
NIA IMPACT SOLUTIONS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
Refer to the Fund’s Schedule of Investments for a listing of common stocks by sector and industry type. The Fund did not hold any derivative instruments or any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the year ended February 28, 2025.
Cash – The Fund’s cash, if any, is held in a bank account with balances which, at times, may exceed United States federally insured limits set by the Federal Deposit Insurance Corporation. The Fund maintains these balances with a high quality financial institution and may incur charges on cash overdrafts.
Share valuation – The NAV per share of the Fund is calculated daily by dividing the total value of the Fund’s assets, less liabilities, by the number of shares outstanding. The offering price and redemption price per share of the Fund is equal to the NAV per share.
Investment income – Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the security received. Withholding taxes on foreign dividends, if any, have been recorded in accordance with the Fund’s understanding of the applicable country’s tax rules and rates. Interest income, if any, is accrued as earned.
Investment transactions – Investment transactions are accounted for on the trade date. Realized gains and losses on investments sold are determined on a specific identification basis.
Common expenses – Common expenses of the Trust are allocated among the Fund and the other series of the Trust based on the relative net assets of each series, the number of series in the Trust, or the nature of the services performed and the relative applicability to each series.
Distributions to shareholders – The Fund distributes to shareholders any net investment income dividends and net realized capital gains on an annual basis. The amount of such dividends and distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. For the years ended February 28, 2025 and February 29, 2024, the tax character of all distributions paid to shareholders was ordinary income.
Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of increase (decrease) in net assets from operations during the reporting period. Actual results could differ from those estimates.
Federal income tax – The Fund has qualified and intends to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”). Qualification generally will relieve the Fund of liability for federal income taxes to the extent 100% of its net investment income and net realized capital gains are distributed in accordance with the Code.
11
NIA IMPACT SOLUTIONS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Fund’s intention to declare as dividends in each calendar year equal to at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts from prior years.
The following information is computed on a tax basis for each item as of February 28, 2025:
| Tax cost of investments | $ | 69,994,999 | ||
| Gross unrealized appreciation | $ | 23,895,812 | ||
| Gross unrealized depreciation | (5,546,967 | ) | ||
| Net unrealized appreciation | 18,348,845 | |||
| Accumulated capital and other losses | (3,506,633 | ) | ||
| Distributable earnings | $ | 14,842,212 | ||
The values of federal income tax cost of investments and the financial statement cost of investments may be temporarily different (“book/tax differences”). These book/tax differences are due to the timing of the recognition of capital gains or losses under income tax regulations and GAAP, primarily due to the tax deferral of losses on wash sales.
As of February 28, 2025, the Fund had short-term capital loss carryforwards of $1,557,225 and long-term capital loss carryforwards of $1,863,319, for federal income tax purposes, which may be carried forward indefinitely. This capital loss carryforward is available to offset net realized gains in future years, thereby reducing future taxable gains.
Qualified late year ordinary losses incurred after December 31, 2024 and within the taxable year are deemed to arise on the first day of thee Fund’s next taxable year. For the year ended February 28, 2025, the Fund deferred $86,089 of qualified late year ordinary losses to March 1, 2025 for federal income tax purposes.
For the year ended February 28, 2025, the Fund reclassified $1,510 of distributable earnings against paid-in capital on the Statement of Assets and Liabilities. Such reclassifications, the result of permanent differences between the financial statement and income tax reporting requirements, has no effect on the Fund’s net assets or NAV per share.
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 on the Statement of Operations. During the year ended February 28, 2025, the Fund did not incur any interest penalties.
12
NIA IMPACT SOLUTIONS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
3. Investment Transactions
During the year ended February 28, 2025, the cost of purchases and proceeds from sales of investment securities, other than short-term investments, amounted to $18,335,173 and $12,834,642, respectively.
4. Transactions with Related Parties
INVESTMENT ADVISORY AGREEMENT
The Fund’s investments are managed by the Adviser pursuant to the terms of an Investment Advisory Agreement. The Fund pays the Adviser a management fee, computed and accrued daily and paid monthly, at the annual rate of 0.95% of average daily net assets.
Pursuant to an Expense Limitation Agreement (“ELA”) between the Fund and the Adviser, the Adviser has agreed contractually, until June 30, 2026, to reduce its management fees and reimburse other expenses to the extent necessary to limit total annual fund operating expenses (exclusive of brokerage costs, taxes, interest, borrowing costs such as interest and dividend expenses on securities sold short, costs to organize the Fund, acquired fund fees and expenses, and extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business) to an amount not exceeding 0.99% of the Fund’s average daily net assets. Accordingly, during the year ended February 28, 2025, the Adviser reduced its management fees in the amount of $312,119.
Under the terms of the ELA, management fee reductions and/or expense reimbursements by the Adviser are subject to repayment by the Fund for a period of three years after such date that fees and expenses were incurred, provided that the repayments do not cause total annual fund operating expenses to exceed the lesser of (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. Prior to June 30, 2026, this agreement may not be modified or terminated without the approval of the Fund’s Board.
This agreement will terminate automatically if the Fund’s investment advisory agreement with the Adviser is terminated. As of February 28, 2025, the Adviser may seek repayment of management fee reductions and expense reimbursements in the amount of $767,908 no later than the dates listed below:
| February 28, 2026 | $ | 177,123 | ||
| February 28, 2027 | 278,666 | |||
| February 29, 2028 | 312,119 | |||
| Total | $ | 767,908 | ||
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, except not limited to, postage, supplies and certain costs related to the pricing of the Fund’s portfolio securities.
13
NIA IMPACT SOLUTIONS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
Under the terms of the 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 wholly-owned subsidiary of Ultimus.
Under the terms of a Distribution Agreement with the Trust, Ultimus Fund Distributors, LLC (the “Distributor”) serves as the principal underwriter to the Fund. The Distributor is a wholly-owned subsidiary of Ultimus. The Distributor is compensated by the Adviser (not the Fund) for acting as principal underwriter.
Certain officers of the Trust are also officers of Ultimus and are not paid by the Trust or the Fund for serving in such capacities.
TRUSTEE COMPENSATION
Each member of the Board (a “Trustee”) who is not an “interested person” (as defined by the 1940 Act, as amended) of the Trust (“Independent Trustee”) receives an annual retainer and meetings fees, plus reimbursement for travel and other meeting-related expenses.
PRINCIPAL HOLDER OF FUND SHARES
As of February 28, 2025, the following shareholder owned of record more than 25% of the outstanding shares of the Fund:
| Name of Record Owner | % Ownership | |
| Northern Trust (for the benefit of its customers) | 52% |
A beneficial owner of 25% or more of the Fund’s outstanding shares may be considered a controlling person. That shareholder’s vote could have a more significant effect on matters presented at a shareholders’ meeting.
5. ESG Investing Risk
The Fund’s incorporation of environmental, social and/or governance (“ESG”) considerations in its investment process may cause it to make different investments than funds that have a similar investment universe and/or investment style except that do not incorporate such considerations in their investment strategy processes. In applying ESG criteria to its investment decisions, the Fund may forgo higher yielding investments that it would invest in absent the application of its ESG investing criteria. The Fund’s investment process may affect the Fund’s exposure to certain investments, which may impact the Fund’s relative investment performance depending on whether such investments are in or out of favor with the market. In addition, the Fund’s investments in certain companies may be susceptible to various factors that may impact their businesses or operations, including costs associated with government budgetary constraints that impact publicly funded projects and clean energy initiatives, the effects of general economic conditions throughout the world, increased competition from other providers of services, unfavorable tax laws or accounting policies and high leverage. The Fund’s Adviser relies on available information to assist in the ESG evaluation process, and the process employed for the Fund may differ from processes employed
14
NIA IMPACT SOLUTIONS FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
for other funds. The Fund will seek to identify companies that it believes meet its ESG criteria based on data provided by third parties. The data provided by third parties may be incomplete, inaccurate or unavailable, which could cause the Adviser to incorrectly assess a company’s ESG practices.
6. Sector Risk
If the Fund has significant investments in the securities of issuers in industries within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss of an investment in the Fund and increase the volatility of the Fund’s net asset value per share. From time to time, a particular set of circumstances may affect this sector or companies within the sector. For instance, economic or market factors, regulation or deregulation, or other developments may negatively impact all companies in a particular sector and therefore the value of the Fund’s portfolio will be adversely affected. As of February 28, 2025, the Fund had 28.6% of the value of its net assets invested in stocks within the Technology sector.
7. Contingencies and Commitments
The Fund indemnifies the Trust’s officers and Trustees for certain liabilities that might arise from their performance of their duties to the Fund. Additionally, in the normal course of business the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
8. Subsequent Events
The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events.
15
NIA IMPACT SOLUTIONS FUND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To
the Shareholders of Nia Impact Solutions Fund and
Board of Trustees of Ultimus Managers Trust
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Nia Impact Solutions Fund (the “Fund”), a series of Ultimus Managers Trust, as of February 28, 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, the financial highlights for each of the two years in the period then ended and the period from May 10, 2022 (commencement of operations) through February 28, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of February 28, 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 two years in the period then ended and the period from May 10, 2022 (commencement of operations) through February 28, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of February 28, 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 2022.
COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
April 25, 2025
16
ADDITIONAL INFORMATION (Unaudited)
Changes in and/or Disagreements with Accountants
There were no changes in 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 Nia Impact Solution Fund’s (the “Fund”) Investment Advisory Agreement with Nia Impact Capital (the “Adviser” or “Nia”) for an additional one-year term (the “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 Nia, including the professional experience and qualifications of senior personnel. In evaluating the quality of services provided by Nia, the Board took into account its familiarity with Nia’s senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account Nia’s compliance policies and procedures based on discussion with Nia and the CCO. The quality of administrative and other services, including Nia’s role in coordinating the activities of the Fund’s other service providers, was also considered. The Board noted that Nia currently did not have any affiliated entities. The Board discussed the nature and extent of the services provided by Nia including, without limitation, Nia’s provision of a continuous investment program for the Fund. The Board considered the qualifications and experience of Nia’s portfolio managers who are responsible for the day-to day management of
17
ADDITIONAL INFORMATION (Unaudited) (Continued)
the Fund’s portfolio, as well as the qualifications of other individuals at Nia who provide services to the Fund. The Board also considered Nia’s succession planning for the portfolio managers of the Fund. The Board concluded that it was satisfied with the nature, extent and quality of services provided to the Fund by Nia under the 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 and fees charged to Nia’s other client accounts. In reviewing the comparison in fees and expense ratios between the Fund and comparable funds, the Board also considered the differences in types of funds being compared, the styles of investment management, the size of the Fund relative to the comparable funds, and the nature of the investment strategies. The Board also considered Nia’s commitment to limit the Fund’s expenses under the expense limitation agreement until at least June 30, 2025. The Board noted that the 0.95% advisory fee for the Fund was higher than the median and average for the other funds in its Broadridge custom peer group. The Board further noted that the overall net expense ratio for the Fund of 0.99% was higher than the median expense ratio for the other funds in the Fund’s custom peer group. The Board took into account Nia’s response in its materials that the uniqueness of the Fund’s investment thesis and the research process involving company due diligence and corporate engagement impacted the Fund’s fee rate.
The Board also compared the fees paid by the Fund to the fees paid by other clients of Nia and considered the similarities and differences in services received by such other clients as compared to the services received by the Fund. The Board noted that the Fund’s advisory fee rate, after waivers and/or reimbursements, was lower than the comparable account fee at the highest asset level.
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’s performance for the one-year period ended October 31, 2024 was in the second quartile of the Broadridge custom peer group, as compared to the fourth quartile last year. The Board further noted that the Fund’s performance was comparable to other accounts managed by Nia over all periods.
Economies of Scale
The Board also considered the effect of the Fund’s growth and size on its performance and expenses. The Board noted that Nia limited fees and/or reimbursed expenses for the Fund in order to reduce the Fund’s operating expenses to targeted levels. The Board considered the effective advisory fee under the 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
18
ADDITIONAL INFORMATION (Unaudited) (Continued)
Nia’s assertion that adding breakpoints was not appropriate at this time. The Board noted that if the Fund’s assets increase over time, the Fund might realize other economies of scale if assets increase proportionally more than certain other expenses.
Financial Condition of the Adviser and Adviser Profitability
Additionally, the Board took into consideration the financial condition and profitability of Nia and the direct and indirect benefits derived by Nia from its relationship with the Fund. The information considered by the Board included operating profit margin information for Nia’s business as a whole. The Board considered Nia’s commitment to contractually limit the Fund’s net operating expenses. The Board reviewed the profitability of Nia’s relationship with the Fund both before and after tax expenses, noting that the Fund was not profitable at this time. The Board also considered whether Nia has the financial wherewithal to continue to provide services to the Fund, noting its ongoing commitment to provide support and resources to the Fund as needed.
Fall-Out Benefits
The Board also noted that Nia derives benefits to its reputation and other benefits from its association with the Fund. The Board recognized that Nia should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial risk that it assumes as investment adviser. Based upon its review, the Board concluded that Nia’s level of profitability, if any, from its relationship with the Fund, was reasonable and not excessive.
In considering the renewal of the Advisory Agreement, the Board, including the Independent Trustees, did not identify any single factor as controlling, and each Trustee may have attributed different weights to the various factors. The Trustees evaluated all information available to them. The Board concluded the following: (a) Nia demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (b) Nia maintains an appropriate compliance program; (c) the overall performance of the Fund is satisfactory relative to the performance of funds with similar investment objectives and relevant indices; and (d) the Fund’s advisory fees are reasonable in light of the services received by the Fund from Nia and the other factors considered. Based on their conclusions, the Trustees determined with respect to the Fund that continuation of the Advisory Agreement was in the best interests of the Fund and its shareholders.
FEDERAL TAX INFORMATION (Unaudited)
Qualified Dividend Income – The Fund designates 100.00% of its ordinary income dividends, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate.
Dividends Received Deduction – Corporate shareholders are generally entitled to take the dividends received deduction on the portion of a Fund’s dividend distribution that qualifies under tax law. For the Fund’s year ended February 28, 2025, 100.00% of ordinary income dividends qualifies for the corporate dividends received deduction.
19
| (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. |
Not applicable
| Item 12. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable
| Item 13. | Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable
| Item 14. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable
| Item 15. | Submission of Matters to a Vote of Security Holders. |
There has been no material changes to the manner in which shareholders may recommend nominees to the Registrant’s Board of Trustees or the Nominations & Governance Committee (the “Committee”). The Registrant does not have formal procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees. While the Registrant does not have formal procedure, the Committee shall to the extent required under applicable law, when identifying potential candidates for the position of Independent Trustee, consider any such candidate recommended by a shareholder.
| Item 16. | Controls and Procedures. |
| (a) | Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this report, the registrant’s principal executive officer and principal financial officer have concluded that such disclosure controls and procedures are reasonably designed and are operating effectively to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this report is being prepared, and that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported on a timely basis. |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| Item 17. | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. |
Not applicable
| Item 18. | Recovery of Erroneously Awarded Compensation. |
| (a) | Not applicable |
| (b) | Not applicable |
| Item 19. | Exhibits. |
| (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 | May 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 | May 6, 2025 |
| By (Signature and Title)* | /s/ Daniel D. Bauer | |
| Daniel D. Bauer, Treasurer and Principal Financial Officer |
| Date | May 6, 2025 |
| * | Print the name and title of each signing officer under his or her signature. |
