OMB APPROVAL
|
OMB Number: 3235-0570
Expires: January 31, 2014
Estimated average burden hours per response: 20.6
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225 Pictoria Drive, Suite 450 |
Cincinnati, Ohio
|
45246
|
(Address of principal executive offices)
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(Zip code)
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LYRICAL U.S. VALUE EQUITY FUND
LETTER TO SHAREHOLDERS
|
December 20, 2013
|
Total Return
(for the period ended November 30, 2013)
|
|
Since
Inception(b)
|
|
Lyrical U.S. Value Equity Fund(a)
|
37.80%
|
S&P 500 Index(c)
|
22.95%
|
(a)
|
The Fund’s total return does not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares.
|
(b)
|
The Fund commenced operations on February 4, 2013.
|
(c)
|
The S&P 500 Index is a market capitalization weighted index of 500 large companies that is widely used as a barometer of U.S. stock market performance. The index is unmanaged and shown for illustration purposes only. An investor cannot invest in an index and its returns are not indicative of the performance of any specific investment.
|
Security Description
|
% of
Net Assets
|
|
Johnson Controls, Inc.
|
3.2%
|
|
Avis Budget Group, Inc.
|
3.2%
|
|
Goodyear Tire & Rubber Company (The)
|
3.2%
|
|
Ameriprise Financial, Inc.
|
3.2%
|
|
Raytheon Company
|
3.1%
|
|
Assurant, Inc.
|
3.1%
|
|
NASDAQ OMX Group, Inc. (The)
|
3.1%
|
|
Jarden Corporation
|
3.0%
|
|
Western Digital Corporation
|
3.0%
|
|
Liberty Interactive Corporation - Series A
|
3.0%
|
LYRICAL U.S. VALUE EQUITY FUND
SCHEDULE OF INVESTMENTS
November 30, 2013
|
Shares
|
Common Stocks — 98.8%
|
Value
|
|||||
Consumer Discretionary — 21.0%
|
|||||||
Auto Components — 9.3%
|
|||||||
139,524 |
Goodyear Tire & Rubber Company (The)
|
$ | 3,105,804 | ||||
62,147 |
Johnson Controls, Inc.
|
3,139,045 | |||||
36,802 |
TRW Automotive Holdings Corporation *
|
2,855,835 | |||||
9,100,684 | |||||||
Household Durables — 3.0%
|
|||||||
52,728 |
Jarden Corporation *
|
2,965,423 | |||||
Internet & Catalog Retail — 3.0%
|
|||||||
103,947 |
Liberty Interactive Corporation - Series A *
|
2,918,832 | |||||
Media — 5.7%
|
|||||||
57,702 |
Comcast Corporation - Class A
|
2,877,599 | |||||
41,378 |
DIRECTV *
|
2,735,500 | |||||
5,613,099 | |||||||
Consumer Staples — 2.9%
|
|||||||
Food & Staples Retailing — 2.9%
|
|||||||
42,574 |
CVS Caremark Corporation
|
2,850,755 | |||||
Energy — 8.3%
|
|||||||
Energy Equipment & Services — 2.8%
|
|||||||
34,008 |
National Oilwell Varco, Inc.
|
2,771,652 | |||||
Oil, Gas & Consumable Fuels — 5.5%
|
|||||||
16,483 |
EOG Resources, Inc.
|
2,719,695 | |||||
76,149 |
Suncor Energy, Inc.
|
2,640,847 | |||||
5,360,542 | |||||||
Financials — 15.0%
|
|||||||
Capital Markets — 3.2%
|
|||||||
28,432 |
Ameriprise Financial, Inc.
|
3,077,764 | |||||
Diversified Financial Services — 3.1%
|
|||||||
77,636 |
NASDAQ OMX Group, Inc. (The)
|
3,050,318 | |||||
Insurance — 8.7%
|
|||||||
42,126 |
Aflac, Inc.
|
2,795,903 | |||||
47,188 |
Assurant, Inc.
|
3,064,389 | |||||
60,167 |
Willis Group Holdings PLC
|
2,694,278 | |||||
8,554,570 |
LYRICAL U.S. VALUE EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)
|
|||||||
Shares
|
Common Stocks — 98.8% (Continued)
|
Value
|
|||||
Health Care — 5.8%
|
|||||||
Health Care Providers & Services — 5.8%
|
|||||||
41,151 |
Aetna, Inc.
|
$ | 2,836,538 | ||||
30,838 |
WellPoint, Inc.
|
2,864,234 | |||||
5,700,772 | |||||||
Industrials — 20.4%
|
|||||||
Aerospace & Defense — 3.1%
|
|||||||
34,641 |
Raytheon Company
|
3,071,964 | |||||
Construction & Engineering — 2.5%
|
|||||||
83,077 |
AECOM Technology Corporation *
|
2,414,218 | |||||
Electrical Equipment — 2.8%
|
|||||||
37,741 |
Eaton Corporation PLC
|
2,742,261 | |||||
Road & Rail — 6.1%
|
|||||||
84,328 |
Avis Budget Group, Inc. *
|
3,108,330 | |||||
116,897 |
Hertz Global Holdings, Inc. *
|
2,835,921 | |||||
5,944,251 | |||||||
Trading Companies & Distributors — 5.9%
|
|||||||
138,581 |
AerCap Holdings N.V. *
|
2,914,358 | |||||
93,707 |
MRC Global, Inc. *
|
2,866,497 | |||||
5,780,855 | |||||||
Information Technology — 19.6%
|
|||||||
Computers & Peripherals — 5.8%
|
|||||||
75,924 |
Lexmark International, Inc. - Class A
|
2,685,432 | |||||
39,143 |
Western Digital Corporation
|
2,937,291 | |||||
5,622,723 | |||||||
Electronic Equipment, Instruments & Components — 5.7%
|
|||||||
166,293 |
Corning, Inc.
|
2,840,284 | |||||
51,705 |
TE Connectivity Ltd.
|
2,725,888 | |||||
5,566,172 | |||||||
IT Services — 2.5%
|
|||||||
149,313 |
Western Union Company (The)
|
2,489,048 | |||||
Semiconductors & Semiconductor Equipment — 2.9%
|
|||||||
63,914 |
Avago Technologies Ltd.
|
2,858,873 | |||||
Software — 2.7%
|
|||||||
119,109 |
Symantec Corporation
|
2,678,761 |
LYRICAL U.S. VALUE EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)
|
|||||||
Shares
|
Common Stocks — 98.8% (Continued)
|
Value
|
|||||
Materials — 5.8%
|
|||||||
Chemicals — 2.9%
|
|||||||
49,797 |
Celanese Corporation - Series A
|
$ | 2,795,106 | ||||
Containers & Packaging — 2.9%
|
|||||||
86,433 |
Owens-Illinois, Inc. *
|
2,852,289 | |||||
Total Investments at Value — 98.8% (Cost $88,244,290)
|
$ | 96,780,932 | |||||
Other Assets in Excess of Liabilities — 1.2%
|
1,167,124 | ||||||
Net Assets — 100.0%
|
$ | 97,948,056 |
*
|
Non-income producing security.
|
See accompanying notes to financial statements.
|
LYRICAL U.S. VALUE EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES
November 30, 2013
|
||||
ASSETS
|
||||
Investments in securities:
|
||||
At acquisition cost
|
$ | 88,244,290 | ||
At value (Note 2)
|
$ | 96,780,932 | ||
Cash
|
3,025,707 | |||
Dividends receivable
|
111,090 | |||
Receivable for capital shares sold
|
165,565 | |||
Other assets
|
12,018 | |||
Total Assets
|
100,095,312 | |||
LIABILITIES
|
||||
Payable for investment securities purchased
|
2,030,301 | |||
Payable for capital shares redeemed
|
167 | |||
Payable to Adviser (Note 4)
|
81,230 | |||
Payable to administrator (Note 4)
|
12,410 | |||
Other accrued expenses
|
23,148 | |||
Total Liabilities
|
2,147,256 | |||
NET ASSETS
|
$ | 97,948,056 | ||
NET ASSETS CONSIST OF:
|
||||
Paid-in capital
|
$ | 88,221,604 | ||
Undistributed net investment income
|
1,559 | |||
Undistributed net realized gains from security transactions
|
1,188,251 | |||
Net unrealized appreciation on investments
|
8,536,642 | |||
NET ASSETS
|
$ | 97,948,056 | ||
Shares of beneficial interest outstanding
(unlimited number of shares authorized, no par value) |
7,107,007 | |||
Net asset value, offering price and redemption price per share (Note 2)
|
$ | 13.78 |
See accompanying notes to financial statements.
|
LYRICAL U.S. VALUE EQUITY FUND
STATEMENT OF OPERATIONS
For the Period Ended November 30, 2013(a)
|
||||
INVESTMENT INCOME
|
||||
Dividend income
|
$ | 380,334 | ||
Foreign withholding taxes on dividends
|
(4,963 | ) | ||
Total Investment Income
|
375,371 | |||
EXPENSES
|
||||
Investment advisory fees (Note 4)
|
322,251 | |||
Custody and bank service fees
|
33,935 | |||
Administration fees (Note 4)
|
32,520 | |||
Registration and filing fees
|
24,667 | |||
Fund accounting fees (Note 4)
|
22,588 | |||
Transfer agent fees (Note 4)
|
14,500 | |||
Professional fees
|
13,186 | |||
Compliance fees (Note 4)
|
10,000 | |||
Trustees' fees and expenses (Note 4)
|
8,909 | |||
Postage and supplies
|
5,326 | |||
Insurance expense
|
3,333 | |||
Other expenses
|
6,234 | |||
Total Expenses
|
497,449 | |||
Less fee reductions and expense reimbursements by the Adviser (Note 4)
|
(123,637 | ) | ||
Net Expenses
|
373,812 | |||
NET INVESTMENT INCOME
|
1,559 | |||
REALIZED AND UNREALIZED GAINS ON INVESTMENTS
|
||||
Net realized gains from security transactions
|
1,188,251 | |||
Net change in unrealized appreciation/depreciation on investments
|
8,536,642 | |||
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS
|
9,724,893 | |||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
$ | 9,726,452 |
(a)
|
Represents the period from the commencement of operations (February 4, 2013) through November 30, 2013.
|
See accompanying notes to financial statements.
|
LYRICAL U.S. VALUE EQUITY FUND
STATEMENT OF CHANGES IN NET ASSETS
|
||||
|
Period
Ended
November 30,
2013(a)
|
|||
FROM OPERATIONS
|
||||
Net investment income
|
$ | 1,559 | ||
Net realized gains from security transactions
|
1,188,251 | |||
Net change in unrealized appreciation/depreciation on investments
|
8,536,642 | |||
Net increase in net assets resulting from operations
|
9,726,452 | |||
CAPITAL SHARE TRANSACTIONS
|
||||
Proceeds from shares sold
|
96,196,301 | |||
Payments for shares redeemed
|
(7,974,697 | ) | ||
Net increase in net assets from capital share transactions
|
88,221,604 | |||
TOTAL INCREASE IN NET ASSETS
|
97,948,056 | |||
NET ASSETS
|
||||
Beginning of period
|
— | |||
End of period
|
$ | 97,948,056 | ||
UNDISTRIBUTED NET INVESTMENT INCOME
|
$ | 1,559 | ||
CAPITAL SHARE ACTIVITY
|
||||
Shares sold
|
7,762,389 | |||
Shares redeemed
|
(655,382 | ) | ||
Net increase in shares outstanding
|
7,107,007 | |||
Shares outstanding at beginning of period
|
— | |||
Shares outstanding at end of period
|
7,107,007 |
(a)
|
Represents the period from the commencement of operations (February 4, 2013) through November 30, 2013.
|
See accompanying notes to financial statements.
|
LYRICAL U.S. VALUE EQUITY FUND
FINANCIAL HIGHLIGHTS
|
||||
Per Share Data for a Share Outstanding Throughout the Period
|
||||
|
Period
Ended
November 30,
2013(a)
|
|||
Net asset value at beginning of period
|
$ | 10.00 | ||
Income from investment operations:
|
||||
Net investment income
|
0.00 | (b) | ||
Net realized and unrealized gains on investments
|
3.78 | |||
Total from investment operations
|
3.78 | |||
Net asset value at end of period
|
$ | 13.78 | ||
Total return (c)
|
37.80% | (d) | ||
Net assets at end of period (000's)
|
$ | 97,948 | ||
Ratios/supplementary data:
|
||||
Ratio of total expenses to average net assets
|
1.93% | (e) | ||
Ratio of net expenses to average net assets (f)
|
1.45% | (e) | ||
Ratio of net investment income to average net assets (f)
|
0.01% | (e) | ||
Portfolio turnover rate
|
26% | (d) |
(a)
|
Represents the period from the commencement of operations (February 4, 2013) through November 30, 2013.
|
(b)
|
Amount rounds to less than $0.01 per share.
|
(c)
|
Total return is a measure of the change in value of an investment in the Fund over the period covered. The return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. Total return would be lower if the Adviser had not reduced advisory fees and reimbursed expenses.
|
(d)
|
Not annualized.
|
(e)
|
Annualized.
|
(f)
|
Ratio was determined after advisory fee reductions and expense reimbursements (Note 4).
|
See accompanying notes to financial statements.
|
LYRICAL U.S. VALUE EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
|
•
|
Level 1 – quoted prices in active markets for identical securities
|
•
|
Level 2 – other significant observable inputs
|
•
|
Level 3 – significant unobservable inputs
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Common Stocks
|
$ | 96,780,932 | $ | — | $ | — | $ | 96,780,932 |
LYRICAL U.S. VALUE EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Tax cost of portfolio investments
|
$ | 88,267,415 | ||
Gross unrealized appreciation
|
$ | 9,168,283 | ||
Gross unrealized depreciation
|
(654,766 | ) | ||
Net unrealized appreciation
|
8,513,517 | |||
Undistributed ordinary income
|
1,212,935 | |||
Total accumulated earnings
|
$ | 9,726,452 |
LYRICAL U.S. VALUE EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
|
LYRICAL U.S. VALUE EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
|
LYRICAL U.S. VALUE EQUITY FUND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
|
BBD, LLP
|
LYRICAL U.S. VALUE EQUITY FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited)
|
LYRICAL U.S. VALUE EQUITY FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited) (Continued)
|
|
Beginning
Account Value
June 1, 2013
|
Ending
Account Value
November 30, 2013
|
Expenses Paid
During Period*
|
Based on Actual Fund Return
|
$1,000.00
|
$1,189.00
|
$7.96
|
Based on Hypothetical 5% Return (before expenses)
|
$1,000.00
|
$1,017.80
|
$7.33
|
*
|
Expenses are equal to the Fund’s annualized expense ratio of 1.45% for the period, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).
|
Name and
Year of Birth
|
Length of Time
Served
|
Position Held
with the Trust
|
Principal
Occupation(s)
During Past
5 Years
|
Number of Funds in Trust Overseen by Trustee
|
Directorships
of Public
Companies
Held by Trustee During Past 5 Years
|
Interested Trustees:
|
|
|
|
|
|
Robert G. Dorsey*
225 Pictoria Drive,
Suite 450
Cincinnati, Ohio 45246
Year of Birth: 1957
|
Since
February
2012
|
Trustee
|
Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC (1999 to present)
|
6
|
None
|
Independent Trustees:
|
|
|
|
|
|
Robert E. Morrison, Jr.
225 Pictoria Drive,
Suite 450
Cincinnati, Ohio 45246
Year of Birth: 1957
|
Since
June
2012
|
Trustee/ Chairman
|
Executive Vice President of Armed Forces Benefit Association (financial services company) from March 2010 to present; Chief Operating Officer of 5 Star Financial (financial services company) from March 2010 to present; President and Chief Executive Officer of AFBA 5 Star Investment Management Company (registered investment adviser) from October 2006 to January 2012
|
6
|
Trustee of AFBA 5 Star Funds from October 2006 to March 2010
|
*
|
Mr. Dorsey is considered an “interested person” of the Trust within the meaning of Section 2(a)(19) of the 1940 Act because of his relationship with the Trust’s administrator, transfer agent and distributor.
|
Name and
Year of Birth
|
Length of Time
Served
|
Position Held
with the Trust
|
Principal
Occupation(s)
During Past
5 Years
|
Number of Funds in Trust Overseen by Trustee
|
Directorships
of Public
Companies
Held by Trustee During Past 5 Years
|
John J. Discepoli
225 Pictoria Drive,
Suite 450
Cincinnati, Ohio 45246
Year of Birth: 1963
|
Since
June
2012
|
Trustee
|
Owner of Discepoli Financial Planning, LLC (personal financial planning company) since November 2004
|
6
|
None
|
John C. Davis
225 Pictoria Drive,
Suite 450
Cincinnati, Ohio 45246
Year of Birth: 1952
|
Since
June
2012
|
Trustee
|
Consultant (government services) since May 2011; Retired Partner of PricewaterhouseCoopers LLP (1974-2010)
|
6
|
None
|
David M. Deptula
225 Pictoria Drive,
Suite 450
Cincinnati, Ohio 45246
Year of Birth: 1958
|
Since
June
2012
|
Trustee
|
Vice President of Tax at The Standard Register Company since November 2011; Tax Partner at Deloitte Tax LLP from 1984 to 2011
|
6
|
None
|
Name and
Year of Birth
|
Length of Time
Served
|
Position Held
with the Trust
|
Principal Occupation(s)
During Past 5 Years
|
Executive Officers:
|
|||
Andrew B. Wellington
405 Park Avenue, 6th Floor,
New York, New York 10022
Year of Birth: 1968
|
Since
January
2013
|
Principal Executive Officer of Lyrical U.S. Value Equity Fund
|
Managing Director of Lyrical Asset Management LP (2008 to present)
|
David R. Carson
225 Pictoria Drive,
Suite 450
Cincinnati, Ohio 45246
Year of Birth: 1958
|
Since
October 2013/
April
2013 – October
2013
|
President/Vice President
|
Vice President and Director of Client Strategies of Ultimus Fund Solutions, LLC (2013 to present); Chief Compliance Officer, The Huntington Funds (2005 to 2013), The Flex-Funds (2006 to 2011), Meeder Financial (2007 to 2011), Huntington Strategy Shares (2012 to 2013), and Huntington Asset Advisors (2013); Vice President, Huntington National Bank (2001 to 2013).
|
Julie M. Schmuelling
225 Pictoria Drive,
Suite 450
Cincinnati, Ohio 45246
Year of Birth: 1975
|
Since
June
2012
|
Treasurer
|
Vice President and Mutual Fund Controller of Ultimus Fund Solutions, LLC and Vice President of Ultimus Fund Distributors, LLC (2002 to present)
|
Frank L. Newbauer
225 Pictoria Drive,
Suite 450
Cincinnati, Ohio 45246
Year of Birth: 1954
|
Since
February
2012
|
Secretary
|
Assistant Vice President of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC (2010 to present); Assistant Vice President of JPMorgan Chase Bank, N.A. (1999 to 2010)
|
Stephen L. Preston
225 Pictoria Drive,
Suite 450
Cincinnati, Ohio 45246
Year of Birth: 1966
|
Since
June
2012
|
Chief Compliance Officer
|
Assistant Vice President and Chief Compliance Officer of Ultimus Fund Distributors, LLC and Assistant Vice President of Ultimus Fund Solutions, LLC since 2011; Senior Consultant at Mainstay Capital Markets Consultants (2010 to 2011); Chief Compliance Officer at INTL Trading, Inc. (2008 to 2010).
|
|
(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 $13,000 with respect to the registrant’s fiscal year ended November 30, 2013.
|
|
(b)
|
Audit-Related Fees. No fees were billed in the last fiscal year 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 $2,000 with respect to the registrant’s fiscal year ended November 30, 2013. 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 year ended November 30, 2013, aggregate non-audit fees of $2,000 were billed by the registrant’s principal accountant for services rendered to the registrant. No non-audit fees were billed in the last fiscal year 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.
|
|
(a)
|
Not applicable [schedule filed with Item 1]
|
|
(b)
|
Not applicable
|
Exhibit 99.CODE ETH
|
Code of Ethics
|
Exhibit 99.CERT
|
Certifications required by Rule 30a-2(a) under the Act
|
Exhibit 99.906CERT
|
Certifications required by Rule 30a-2(b) under the Act
|
By (Signature and Title)*
|
/s/ Frank L. Newbauer
|
||
Frank L. Newbauer, Secretary
|
|||
Date
|
February 3, 2014
|
By (Signature and Title)*
|
/s/ Andrew B. Wellington
|
||
Andrew B. Wellington, Principal Executive Officer
(Lyrical U.S. Value Equity Fund)
|
|||
Date
|
February 3, 2014
|
||
By (Signature and Title)*
|
/s/ Julie M. Schmuelling
|
||
Julie M. Schmuelling, Treasurer
|
|||
Date
|
February 3, 2014
|
I.
|
Covered Officers/Purpose of the Code
|
|
·
|
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
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·
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full, fair, accurate, timely and understandable disclosure in reports and documents that the Trust files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Trust;
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·
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compliance with applicable laws and governmental rules and regulations;
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·
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the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
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·
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accountability for adherence to the Code.
|
II.
|
Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest
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|
·
|
not use personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Trust whereby the Covered Officer would benefit personally to the detriment of the Trust;
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·
|
not cause the Trust to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Trust;
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·
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not use material non-public knowledge of portfolio transactions made or contemplated for the Trust to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; and
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·
|
report at least annually any affiliations or other relationships that could potentially present a conflict of interest with the Trust.
|
|
·
|
service as a director on the board of any public company;
|
|
·
|
the receipt of non-nominal gifts from affiliates of the Fund or the Fund’s service providers;
|
|
·
|
the receipt of entertainment from any company with which the Trust has current or prospective business dealings, including investments in such companies, unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and
|
|
|
not so frequent as to raise any questions of impropriety;
|
|
·
|
any ownership interest in, or any consulting or employment relationship with, any of the Trust’s service providers, other than its investment advisers, principal underwriter, administrator or any affiliated person thereof; and
|
|
·
|
a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Trust for effecting portfolio transactions, including but not limited to certain soft dollar arrangements, or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.
|
III.
|
Disclosure and Compliance
|
|
·
|
each Covered Officer shall become familiar with the disclosure requirements generally applicable to the Trust;
|
|
·
|
each Covered Officer shall not knowingly misrepresent, or cause others to misrepresent, facts about the Trust to others, whether within or outside the Trust, including to the Trust’s management and auditors, and to governmental regulators and self-regulatory organizations;
|
|
·
|
each Covered Officer may, to the extent appropriate within the Covered Officer's area of responsibility and to the extent deemed necessary in the sole discretion of the Covered Officer, consult with other officers and employees of the Trust and the investment advisers and the Trust’s administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Trust files with, or submits to, the SEC and in other public communications made by the Trust; and
|
|
·
|
it is the responsibility of each Covered Officer to promote Trust compliance with the standards and restrictions imposed by applicable laws, rules and regulations.
|
IV.
|
Reporting and Accountability
|
|
·
|
upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that the Covered Officer has received, read and understands this Code;
|
|
·
|
annually thereafter affirm to the Board that the Covered Officer has complied with the requirements of this Code;
|
|
·
|
not retaliate against any other Covered Officer or any employee of the Trust or its affiliated persons for reports of potential violations of this Code that are made in good faith; and
|
|
·
|
notify the CCO promptly if the Covered Officer knows of any violation of this Code. Failure to do so is itself a violation of this Code.
|
|
·
|
the CCO shall (with the assistance of Trust Counsel if requested) take all appropriate action to investigate any reported potential violations;
|
|
·
|
if, after such investigation, the CCO believes that no violation has occurred, then no further action is required;
|
|
·
|
any matter that the CCO believes may be a violation shall be reported to the Trustees of the Trust who are not "interested persons," as defined by Section 2(a)(19) of the Investment Company Act, of the Trust (the "Independent Trustees");
|
|
·
|
if the Independent Trustees concur that a violation may have occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include a review of, and appropriate modifications to, applicable Trust policies and procedures; notification to appropriate personnel or the board of the investment adviser or other relevant service provider; or a recommendation to dismiss the Covered Officer;
|
|
·
|
the Board will be responsible for granting waivers, as appropriate; and
|
|
·
|
any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.
|
V.
|
Other Policies and Procedures
|
VI.
|
Amendments
|
1
|
For this purpose, the term "waiver" includes the approval by the Trust of a material departure from a provision of this Code or the Trust's failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to the Trust's management.
|
VII.
|
Confidentiality
|
VIII.
|
Internal Use
|
Signature
|
|
Name (Please Print)
|
|
Date
|
Date: February 3, 2014
|
/s/ Andrew B. Wellington
|
|
Andrew B. Wellington, Principal Executive Officer of
Lyrical U.S. Value Equity Fund
|
Date: February 3, 2014
|
/s/ Julie M. Schmuelling
|
|
Julie M. Schmuelling, Treasurer
|
|
1.
|
The Registrant’s periodic report on Form N-CSR for the period ended November 30, 2013 (the “Form N-CSR”) fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
2.
|
The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
CHIEF EXECUTIVE OFFICER
|
CHIEF FINANCIAL OFFICER
|
|
Ultimus Managers Trust
|
Ultimus Managers Trust
|
|
/s/ Andrew B. Wellington
|
/s/ Julie M. Schmuelling
|
|
Andrew B. Wellington, Principal
|
Julie M. Schmuelling, Treasurer
|
|
Executive Officer of Lyrical U.S.
|
||
Value Equity Fund
|
||
Date: February 3, 2014
|
Date: February 3, 2014
|
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