N-CSR 1 fp0017785_ncsr.htm ULTIMUS MANAGERS TRUST - N-CSR
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

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)

Frank L. Newbauer, Esq.

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:
November 30
 
     
Date of reporting period:
November 30, 2015
 
 
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.
 

 

GALAPAGOS PARTNERS
SELECT EQUITY FUND
(GPSIX)

 

 

 

 

Annual Report

November 30, 2015


GALAPAGOS PARTNERS SELECT EQUITY FUND

LETTER TO SHAREHOLDERS

December 4, 2015


 

Dear Fellow Galapagos Partners Select Equity Fund Shareholder:

 

I am pleased to report on our performance and investment outlook for the fiscal period ended November 30, 2015.

 

PERFORMANCE SUMMARY

 

From inception on December 30, 2014 through the fiscal period ended November 30, 2015, the Galapagos Partners Select Equity Fund (the “Fund”) delivered a return of -3.50% versus a benchmark return of 1.59% for the Russell 3000 Index and 1.95% for the S&P 500 Index. The Fund’s performance was generated amongst what has been a challenging year for equity markets, with issues ranging from bear markets in China and commodities to the first equity market correction in four years.

 

GALAPAGOS PARTNERS’ PHILOSOPHY

 

The Fund seeks to outperform its benchmark by targeting investments that include a number of firms whose share prices might be influenced by high insider buying, spun-off divisions, reduced float, and activist shareholders, as well as by focusing on firms with strong valuations or growth potential, such as those companies exhibiting strong free cash flow and/or dividend growth. This is the adviser’s long-term thesis. Additionally, we will rotate into sectors or countries across the globe depending upon the adviser’s perceived opportunities.

 

INVESTMENT ENVIRONMENT

 

The current environment is mixed heading into the end of 2015. While the U.S. equity markets had strong gains following the correction and sit near all-time highs, there are still sectors that are lagging badly. Oil has contributed to the anxiety in the market as prices have continued to decline, and energy stocks have fallen accordingly.

 

The key economic data that led to this likelihood was a strong jobs report for October with 271,000 seasonally adjusted jobs gained versus economist’s expectations of 183,000. With the unemployment rate now at 5.0% and inflation around 1.5 to 1.8%, it is likely the Fed’s targets are largely met.

 

PERFORMANCE DISCUSSION

 

After outperforming its benchmarks through the first half of the year, the Fund’s large energy exposure that it added in the third quarter negatively affected returns with oil prices declining. The Fund positioned itself too early in these companies, and this has led to the underperformance in the latter half of the year. We perceive that the companies we invested in remain undervalued and will outperform in the long run, but we will constantly assess this perception based on the changing market environments. The majority of the Fund’s energy exposure is with pipeline companies who transport oil throughout the United States. These companies are toll takers who generate steady

 

1


income streams but are highly levered. We have averaged down our entry price in pipeline companies who are unlikely to face bankruptcy. These companies should benefit once oil bottoms. For now, the Fund maintains its investments in these companies in order to collect dividend yield while the adviser’s longer-term thesis evolves.

 

On the positive side for the latter portion of the year, the Fund’s investments in the consumer discretionary sector performed well. The adviser believes that Media companies have been assigned unfair valuations due to overstatements in the effects of cord-cutting and lower news subscriptions. The Fund invested in Gray Television and New Media Investment Group, which returned over 30% and 10%, respectively. Besides the two prior investments mentioned, Huntsman, Netease, and Amicus Therapeutics were our biggest winners late in the year.1 While we are not happy with the Fund’s performance as of late, we believe that our long-term thesis will lead to outperformance for the Fund and that Fund performance will return to the outperformance it experienced over the first half of 2015.

 

INVESTMENT OUTLOOK

 

The market is currently near all-time highs and global growth remains slow, but the overall economic picture is positive. The Fed seems to have increasing confidence in the economy for the first time in nearly 7 years. These signs point to a positive 2016, however expectations should be tempered as one of the longest bull markets in history continues.

 

Themes that should continue into 2016 are a rising U.S. dollar, unstable commodity prices, and increased volatility in the market. The U.S. dollar should continue to rise as the Fed tightens its monetary policy, while the European Central Bank and Bank of Japan continue quantitative easing. Oil prices could trade in a wide range given the breadth of speculation on supply versus demand by market participants. We believe increased volatility from recent years should continue and another correction is possible. We will take all of these themes into consideration and adjust the Fund’s portfolio as we deem appropriate.

 

While 2015 has been disappointing for the Fund, we believe in our strategy and expect to outperform the benchmark in the long run.

 

Sincerely,

 

Stephen Lack

 

Managing Partner/Chief Investment Officer
Galapagos Partners L.P.

 

1

Please refer to the Schedule of Investments section of the Annual Report for a complete listing of the Fund’s holdings and the amount each represents of the Portfolio. Holdings are subject to change without notice.

 

2


Past performance is not predictive of future performance. Investment results and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Performance data current to the most recent month end are available by calling 1-800-592-7722.

 

An investor should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. The Fund’s prospectus contains this and other important information. To obtain a copy of the Fund’s prospectus, please call 1-800-592-7722 and a copy will be sent to you free of charge. Please read the prospectus carefully before you invest. The Galapagos Partners Select Equity Fund is distributed by Ultimus Fund Distributors, LLC.

 

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

 

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

 

3


GALAPAGOS PARTNERS SELECT EQUITY FUND
PERFORMANCE INFORMATION
November 30, 2015 (Unaudited)


 
Comparison of the Change in Value of a $10,000 Investment
in Galapagos Partners Select Equity Fund vs. the Russell 3000 Index
and the S&P 500 Index
 

 

Total Returns
(for period ended November 30, 2015) 

 

Since

Inception(b)

   Galapagos Partners Select Equity Fund(a)

(3.50%)

   Russell 3000 Index

1.59%

   S&P 500 Index

1.95%

 

(a)

The Fund’s total return does not reflect the deduction of taxes that a shareholder would pay on Fund distributions, if any, or the redemption of shares.

 

(b)

The Fund commenced operations on December 30, 2014.

 

4


GALAPAGOS PARTNERS SELECT EQUITY FUND
PORTFOLIO INFORMATION
November 30, 2015 (Unaudited)


 

Sector Diversification (% of Net Assets)

 

Top 10 Equity Holdings


 

Security Description

% of
Net Assets

New Media Investment Group, Inc.

7.2%

Alerian MLP ETF

5.8%

Enterprise Products Partners, L.P.

5.0%

Energy Transfer Equity, L.P.

4.7%

Lowe's Companies, Inc.

4.3%

Kinder Morgan, Inc.

4.3%

Cellectis S.A. - ADR

4.1%

PowerShares QQQ TrustSM, Series 1

3.9%

Gray Television, Inc.

3.2%

NetEase, Inc. - ADR

2.8%

 

5


GALAPAGOS PARTNERS SELECT EQUITY FUND
SCHEDULE OF INVESTMENTS
November 30, 2015


COMMON STOCKS — 80.6%

 

Shares

   

Value

 

Consumer Discretionary — 21.3%

       

Automobiles — 2.0%

       

Thor Industries, Inc.

   

1,461

   

$

84,621

 
                 

Household Durables — 2.2%

               

Harman International Industries, Inc.

   

875

     

90,265

 
                 

Media — 12.8%

               

Gray Television, Inc. (a)

   

7,882

     

132,023

 

New Media Investment Group, Inc.

   

16,525

     

300,920

 

Walt Disney Company (The)

   

880

     

99,854

 
             

532,797

 

Specialty Retail — 4.3%

               

Lowe's Companies, Inc.

   

2,312

     

177,099

 
                 

Energy — 17.0%

               

Energy Equipment & Services — 0.2%

               

SAExploration Holdings, Inc. (a)

   

4,006

     

9,534

 
                 

Oil, Gas & Consumable Fuels — 16.8%

               

Energy Transfer Equity, L.P.

   

10,320

     

195,461

 

Enterprise Products Partners, L.P.

   

8,185

     

207,817

 

EOG Resources, Inc.

   

896

     

74,753

 

Kinder Morgan, Inc.

   

7,500

     

176,775

 

Plains GP Holdings, L.P. - Class A

   

3,600

     

44,136

 
             

698,942

 

Financials — 4.3%

               

Banks — 2.0%

               

Bank of the Ozarks, Inc.

   

1,520

     

82,505

 
                 

Insurance — 2.3%

               

MetLife, Inc.

   

1,863

     

95,181

 
                 

Health Care — 11.0%

               

Biotechnology — 6.7%

               

Amicus Therapeutics, Inc. (a)

   

9,911

     

106,345

 

Cellectis S.A. - ADR (a)

   

5,141

     

170,116

 
             

276,461

 

Health Care Providers & Services — 1.9%

               

AMN Healthcare Services, Inc. (a)

   

2,654

     

78,293

 

 

6


GALAPAGOS PARTNERS SELECT EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)


COMMON STOCKS — 80.6% (Continued)

 

Shares

   

Value

 

Health Care — 11.0% (Continued)

       

Pharmaceuticals — 2.4%

       

Jazz Pharmaceuticals plc (a)

   

687

   

$

100,707

 
                 

Industrials — 14.3%

               

Aerospace & Defense — 5.0%

               

Boeing Company (The)

   

717

     

104,288

 

Raytheon Company

   

850

     

105,425

 
             

209,713

 

Air Freight & Logistics — 2.7%

               

Park-Ohio Holdings Corporation

   

2,641

     

110,922

 
                 

Airlines — 1.9%

               

JetBlue Airways Corporation (a)

   

3,213

     

79,490

 
                 

Commercial Services & Supplies — 1.5%

               

West Corporation

   

2,456

     

62,628

 
                 

Construction & Engineering — 2.7%

               

Dycom Industries, Inc. (a)

   

1,300

     

113,594

 
                 

Marine — 0.5%

               

Pangaea Logistics Solutions Ltd. (a)

   

6,700

     

20,100

 
                 

Information Technology — 11.7%

               

Communications Equipment — 2.2%

               

Palo Alto Networks, Inc. (a)

   

490

     

91,797

 
                 

Internet Software & Services — 5.3%

               

Alphabet, Inc. - Class A (a)

   

135

     

102,985

 

NetEase, Inc. - ADR

   

700

     

116,662

 
             

219,647

 

Semiconductor & Semiconductor Equipment — 4.2%

               

Avago Technologies Ltd.

   

725

     

94,576

 

Rudolph Technologies, Inc. (a)

   

5,742

     

81,709

 
             

176,285

 

Materials — 1.0%

               

Metals & Mining — 1.0%

               

Hi-Crush Partners, L.P.

   

5,500

     

42,625

 
                 

Total Common Stocks (Cost $3,221,318)

         

$

3,353,206

 

 

7


GALAPAGOS PARTNERS SELECT EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)


EXCHANGE-TRADED FUNDS — 13.9%

 

Shares

   

Value

 

Energy — 5.8%

       

Alerian MLP ETF

   

19,715

   

$

241,706

 
                 

Financials — 2.0%

               

SPDR® S&P® Regional Banking ETF

   

1,783

     

81,394

 
                 

Index — 3.9%

               

PowerShares QQQ TrustSM, Series 1

   

1,436

     

163,733

 
                 

International — 2.2%

               

ProShares UltraShort MSCI Brazil Capped (a)

   

1,240

     

89,937

 
                 

Total Exchange-Traded Funds (Cost $567,996)

         

$

576,770

 

 


MONEY MARKET FUNDS — 3.7%

 

Shares

   

Value

 

Invesco Short-Term Investments Trust - Treasury Portfolio - Institutional Shares, 0.02% (b) (Cost $153,981)

   

153,981

   

$

153,981

 
                 

Total Investments at Value — 98.2% (Cost $3,943,295)

         

$

4,083,957

 
                 

Other Assets in Excess of Liabilities — 1.8%

           

73,193

 
                 

Net Assets — 100.0%

         

$

4,157,150

 

 

ADR - American Depositary Receipt

 

(a)

Non-income producing security.

 

(b)

The rate shown is the 7-day effective yield as of November 30, 2015.

 

See accompanying notes to financial statements.

 

8


GALAPAGOS PARTNERS SELECT EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES
November 30, 2015


ASSETS

   

Investments in securities:

   

At acquisition cost

 

$

3,943,295

 

At value (Note 2)

 

$

4,083,957

 

Dividends receivable

   

1,744

 

Receivable for investment securities sold

   

71,739

 

Receivable from Adviser (Note 4)

   

4,382

 

Other assets

   

5,348

 

Total assets

   

4,167,170

 
         

LIABILITIES

       

Payable to administrator (Note 4)

   

6,030

 

Other accrued expenses

   

3,990

 

Total liabilities

   

10,020

 
         

NET ASSETS

 

$

4,157,150

 
         

NET ASSETS CONSIST OF:

       

Paid-in capital

 

$

4,486,733

 

Undistributed net investment income

   

12,819

 

Accumulated net realized losses from security transactions

   

(483,064

)

Net unrealized appreciation on investments

   

140,662

 

NET ASSETS

 

$

4,157,150

 
         

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

   

430,650

 
         

Net asset value, offering price and redemption price per share (Note 2)

 

$

9.65

 

 

See accompanying notes to financial statements.

 

9


GALAPAGOS PARTNERS SELECT EQUITY FUND
STATEMENT OF OPERATIONS
For the Period Ended November 30, 2015
(a)


INVESTMENT INCOME

   

Dividend income (Net of foreign tax of $132)

 

$

41,760

 
         

EXPENSES

       

Investment advisory fees (Note 4)

   

27,696

 

Fund accounting fees (Note 4)

   

22,214

 

Administration fees (Note 4)

   

22,000

 

Professional fees

   

16,075

 

Compliance fees and expenses (Note 4)

   

12,176

 

Transfer agent fees (Note 4)

   

11,000

 

Trustees' fees and expenses (Note 4)

   

9,889

 

Custody and bank service fees

   

8,693

 

Registration and filing fees

   

5,933

 

Postage and supplies

   

3,968

 

Printing of shareholder reports

   

3,728

 

Insurance expense

   

2,999

 

Other expenses

   

4,841

 

Total expenses

   

151,212

 

Less fee reductions and expense reimbursements by the Adviser (Note 4)

   

(111,977

)

Less fee waivers by the administrator (Note 4)

   

(6,000

)

Net expenses

   

33,235

 
         

NET INVESTMENT INCOME

   

8,525

 
         

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS

       

Net realized losses from security transactions

   

(484,299

)

Net change in unrealized appreciation/depreciation on investments

   

140,662

 

NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS

   

(343,637

)

         

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS

 

$

(335,112

)

 

(a)

Represents the period from the commencement of operations (December 30, 2014) through Novermber 30, 2015.

 

See accompanying notes to financial statements.

 

10


GALAPAGOS PARTNERS SELECT EQUITY FUND
STATEMENT OF CHANGES IN NET ASSETS


  

 

Period Ended

November 30,

2015 (a)

 

FROM OPERATIONS

   

Net investment income

 

$

8,525

 

Net realized losses from security transactions

   

(484,299

)

Net change in unrealized appreciation/depreciation on investments

   

140,662

 

Net decrease in net assets resulting from operations

   

(335,112

)

         

CAPITAL SHARE TRANSACTIONS

       

Proceeds from shares sold

   

5,036,117

 

Payments for shares redeemed

   

(543,855

)

Net increase in net assets resulting from capital share transactions

   

4,492,262

 
         

TOTAL INCREASE IN NET ASSETS

   

4,157,150

 
         

NET ASSETS

       

Beginning of period

   

 

End of period

 

$

4,157,150

 
         

UNDISTRIBUTED NET INVESTMENT INCOME

 

$

12,819

 
         

CAPITAL SHARE ACTIVITY

       

Shares sold

   

488,198

 

Shares redeemed

   

(57,548

)

Net increase in shares outstanding

   

430,650

 

Shares outstanding at beginning of period

   

 

Shares outstanding at end of period

   

430,650

 

 

(a)

Represents the period from the commencement of operations (December 30, 2014) through November 30, 2015.

 

See accompanying notes to financial statements.

 

11


GALAPAGOS PARTNERS SELECT EQUITY FUND
FINANCIAL HIGHLIGHTS


Per Share Data for a Share Outstanding Throughout the Period

 

     

 

Period Ended
November 30,
2015
(a)

 

Net asset value at beginning of period

 

$

10.00

 
         

Income (loss) from investment operations:

       

Net investment income

   

0.02

 

Net realized and unrealized losses on investments

   

(0.37

)

Total from investment operations

   

(0.35

)

         

Net asset value at end of period

 

$

9.65

 
         

Total return (b)

   

(3.50%

)(c)

         

Net assets at end of period (000's)

 

$

4,157

 
         

Ratios/supplementary data:

       

Ratio of total expenses to average net assets (e)

   

6.82

%(d)

         

Ratio of net expenses to average net assets (e) (f)

   

1.50

%(d)

         

Ratio of net investment income to average net assets (e) (f) (g)

   

0.38

%(d)

         

Portfolio turnover rate

   

1,244

%(c)

 

(a)

Represents the period from the commencement of operations (December 30, 2014) through November 30, 2015.

 

(b)

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. The total return would be lower if the Adviser had not reduced advisory fees and/or reimbursed expenses.

 

(c)

Not annualized.

 

(d)

Annualized.

 

(e)

Ratios do not reflect the Fund’s proportionate share of expenses of the underlying investment companies in which the Fund invests.

 

(f)

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

 

(g)

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

 

See accompanying notes to financial statements.

 

12


GALAPAGOS PARTNERS SELECT EQUITY FUND
NOTES TO FINANCIAL STATEMENTS
November 30, 2015


 

1. Organization

 

Galapagos Partners Select 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 Fund commenced operations on December 30, 2014.

 

The investment objective of the Fund is capital appreciation.

 

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”). As an investment company, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2013-08, the Fund follows accounting and reporting guidance under FASB Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”

 

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 primary exchange, if available, otherwise at the exchange’s most recently quoted bid price. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value in accordance with procedures established by and under the general supervision of the Board of Trustees (the “Board”). Under these procedures, the securities will be classified as Level 2 or 3 within the fair value hierarchy (see below), 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 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

 

13


GALAPAGOS PARTNERS SELECT EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)


 

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 inputs used to value the Fund’s investments as of November 30, 2015:

 


      

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Investments in Securities:

               

Common Stocks

 

$

3,353,206

   

$

   

$

   

$

3,353,206

 

Exchange-Traded Funds

   

576,770

     

     

     

576,770

 

Money Market Funds

   

153,981

     

     

     

153,981

 

Total

 

$

4,083,957

   

$

   

$

   

$

4,083,957

 

 

Refer to the Fund’s Schedule of Investments for a listing of the common stocks by industry type. As of November 30, 2015, the Fund did not have any transfers into and out of any Level. In addition, the Fund did not have 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 November 30, 2015. It is the Fund’s policy to recognize transfers into and out of any Level at the end of the reporting period.

 

Share valuation – The net asset value 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 net asset value per share.

 

Investment income – Dividend income is recorded on the ex-dividend date. Interest income is accrued as earned.

 

Security transactions – Security transactions are accounted for on the trade date. Gains and losses on securities 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 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 and net realized capital gains at least once each year. The amount of such dividends and distributions are determined in accordance with federal income tax

 

14


GALAPAGOS PARTNERS SELECT EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)


 

regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. There were no distributions paid to shareholders during the period ended November 30, 2015.

 

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 income and expenses during the reporting period. Actual results could differ from those estimates.

 

Federal income tax – The Fund intends to qualify as a regulated investment company under the Internal Revenue Code of 1986 (the “Code”). Qualification generally will relieve the Fund of liability for federal income taxes to the extent 100% of its net investment income and net realized capital gains are distributed in accordance with the Code. Accordingly, no provision for income tax has been made.

 

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 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 November 30, 2015:

 


Tax cost of portfolio investments

 

$

3,975,090

 

Gross unrealized appreciation

 

$

255,459

 

Gross unrealized depreciation

   

(146,592

)

Net unrealized appreciation on investments

   

108,867

 

Capital loss carryforward

   

(438,450

)

Accumulated deficit

 

$

(329,583

)


 

The difference between the federal income tax cost of portfolio investments and the financial statement cost of portfolio 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 the tax treatment of income and capital gains on publicly-traded partnerships held by the Fund.

 

As of November 30, 2015, the Fund has a short-term capital loss carryforward of $438,450 for federal income tax purposes. This capital loss carryforward, which does not expire, may be utilized in future years to offset net realized capital gains, if any, prior to distributing such gains to shareholders.

 

15


GALAPAGOS PARTNERS SELECT EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)


 

For the period ended November 30, 2015, the following reclassification was made on the Statement of Assets and Liabilities as a result of permanent differences in the recognition of income under income tax regulations and GAAP:

 


Paid-in capital

 

$

(5,529

)

Undistributed net investment income

 

$

4,294

 

Accumulated net realized losses from security transactions

 

$

1,235

 


 

These differences are primarily due to the tax treatment of income on publicly-traded partnerships held by the Fund. This reclassification, the result of permanent differences between financial statement and income tax reporting requirements, has no effect on the Fund’s net assets or net asset value per share.

 

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

 

3. Investment Transactions

 

During the period ended November 30, 2015, cost of purchases and proceeds from sales of investment securities, other than short-term investments, were $30,450,632 and $26,177,019, respectively.

 

4. Transactions with Related Parties

 

INVESTMENT ADVISORY AGREEMENT

The Fund’s investments are managed by Galapagos Partners, L.P. (the “Adviser”) pursuant to the terms of an Investment Advisory Agreement. Under the Investment Advisory Agreement, the Fund pays the Adviser an advisory fee, computed and accrued daily and paid monthly, at the annual rate of 1.25% of its average daily net assets.

 

Pursuant to an Expense Limitation Agreement (“ELA”) between the Fund and the Adviser, the Adviser has agreed, until March 31, 2017, to reduce investment advisory fees and reimburse other operating expenses to limit total annual operating expenses of the Fund (exclusive of brokerage costs, taxes, interest, acquired fund fees and expenses, extraordinary expenses such as litigation and merger or reorganization costs, and other expenses not incurred in the ordinary course of the Fund’s business) to an amount not exceeding 1.50% of the Fund’s average daily net assets. Accordingly, during the period ended November 30, 2015, the Adviser did not collect any of its advisory fees and, in addition, reimbursed other operating expenses totaling $84,281.

 

16

 


GALAPAGOS PARTNERS SELECT EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)


 

Under the terms of the ELA, investment advisory fee reductions and expense reimbursements by the Adviser are subject to recoupment by the Adviser for a period of three years after such fees and expenses were incurred, provided the recoupments do not cause total annual operating expenses of the Fund to exceed 1.50% of the average daily net assets. As of November 30, 2015, the Adviser may seek recoupment of investment advisory fee reductions and expense reimbursements totaling $111,977 no later than November 30, 2018.

 

The principal executive officer of the Fund is also an officer of the Adviser.

 

OTHER SERVICE PROVIDERS

Ultimus Fund Solutions, LLC (“Ultimus”) provides fund administration, fund accounting, compliance 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 costs of pricing the Fund’s portfolio securities. During the period ended November 30, 2015, Ultimus voluntarily waived fees in the amount of $6,000.

 

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 and a Trustee of the Trust are also officers of Ultimus and the Distributor.

 

TRUSTEE COMPENSATION

Each Trustee who is not an “interested person” of the Trust (“Independent Trustee”) receives from the Fund a fee of $500 for each Board meeting attended plus reimbursement of travel and other meeting-related expenses. Each Independent Trustee also receives a $500 annual retainer from the Fund. Trustees affiliated with the Adviser or Ultimus are not compensated by the Fund for their services.

 

17


GALAPAGOS PARTNERS SELECT EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)


 

PRINCIPAL HOLDERS OF FUND SHARES

As of November 30, 2015, the following shareholders owned of record 5% or more of the outstanding shares of the Fund:

 


Name of Record Owner

% Ownership

Charles Schwab & Co., Inc

70%

Lack Holdings, Inc.

11%

Clifford B. Sondock

5%


 

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 shareholder’s meeting.

 

5. Contingencies and Commitments

 

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

 

6. Subsequent Events

 

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

 

18


GALAPAGOS PARTNERS SELECT EQUITY FUND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


 

To the Board of Trustees of Ultimus Managers Trust
and the Shareholders of Galapagos Partners Select Equity Fund

 

We have audited the accompanying statement of assets and liabilities of Galapagos Partners Select Equity Fund, a series of shares of beneficial interest in Ultimus Managers Trust (the “Fund”), including the schedule of investments, as of November 30, 2015, and the related statements of operations and changes in net assets and the financial highlights for the period December 30, 2014 (commencement of operations) through November 30, 2015. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2015 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Galapagos Partners Select Equity Fund as of November 30, 2015, and the results of its operations, the changes in its net assets, and its financial highlights for the period December 30, 2014 through November 30, 2015, in conformity with accounting principles generally accepted in the United States of America.

 

 
 
BBD,LLP
Philadelphia, Pennsylvania
January 26, 2016
 


 

19


GALAPAGOS PARTNERS SELECT EQUITY FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited)


 

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

 

A mutual fund’s ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The expenses in the table below are based on an investment of $1,000 made at the beginning of the most recent period (June 1, 2015) and held until the end of the period (November 30, 2015).

 

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

 

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

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

 

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

 

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

 

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

 

20


GALAPAGOS PARTNERS SELECT EQUITY FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited) (Continued)


 

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

 

Beginning

Account Value

June 1,
2015

Ending

Account Value

November 30,

2015

Net

Expense

Ratio (a)

Expenses

Paid During

Period (b)

Based on Actual Fund Return

$1,000.00

$911.20

1.50%

$7.19

Based on Hypothetical 5% Return (before expenses)

$1,000.00

$1,017.55

1.50%

$7.59

 

(a)

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

 

(b)

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

 

OTHER INFORMATION (Unaudited)


 

A description of the policies and procedures that the Fund uses to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-800-592-7722, or on the SEC’s website at http://www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge upon request by calling toll-free 1-800-592-7722, or on the SEC’s website at http://www.sec.gov.

 

The Trust files a complete listing of portfolio holdings for the Fund with the SEC as of the end of the first and third quarters of each fiscal year on Form N-Q. These filings are available upon request by calling 1-800-592-7722. Furthermore, you may obtain a copy of the filings on the SEC’s website at http://www.sec.gov. The Trust’s Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

21


GALAPAGOS PARTNERS SELECT EQUITY FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited)


 

The Board has overall responsibility for management of the Trust’s affairs. The Trustees serve during the lifetime of the Trust and until its termination, or until death, resignation, retirement, or removal. The Trustees, in turn, elect the officers of the Fund to actively supervise its day-to-day operations. The officers have been elected for an annual term. Unless otherwise noted, each Trustee’s and officer’s address is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. The following are the Trustees and executive officers of the Fund as of January 26, 2016:

 

Name and
Year of Birth

Length

of Time

Served

Position(s) Held

with Trust

Principal Occupation(s)
During Past 5 Years

Number

of Funds

in Trust

Overseen

by Trustee

Directorships

of Public

Companies

Held by

Trustee During

Past 5 Years

Interested Trustees:

     

Robert G. Dorsey*

Year of Birth: 1957

Since
February
2012

Trustee

(February 2012 to present)

 

President

(June 2012 to October 2013)

Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC (1999 to present)

21

n/a

Independent Trustees:

Janine L. Cohen

Year of Birth: 1952

Since January 2016

Trustee

Retired since 2013;Chief Financial Officer from 2004 to 2013 and Chief Compliance Officer from 2008 to 2013 at AER Advisors, Inc.

21

n/a

John C. Davis

Year of Birth: 1952

Since
June
2012

Chairman

(July 2014
to present)

 

Trustee

(June 2012 to present)

Consultant since May 2011; Retired partner of PricewaterhouseCoopers LLP (1974 to 2010)

21

n/a

David M. Deptula

Year of Birth: 1958

Since
June
2012

Trustee

Vice President of Legal and Special Projects at Dayton Freight Lines, Inc. since 2016; Vice President of Tax Treasury at Standard Register, Inc. (formerly The Standard Register Company) from 2011 to 2016

21

n/a

 

22


GALAPAGOS PARTNERS SELECT EQUITY FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited) (Continued)


 

Name and
Year of Birth

Length

of Time

Served

Position(s) Held

with Trust

Principal Occupation(s)
During Past 5 Years

Number

of Funds

in Trust

Overseen

by Trustee

Directorships

of Public

Companies

Held by

Trustee During

Past 5 Years

Independent Trustees: (Continued)

John J. Discepoli

Year of Birth: 1963

Since
June
2012

Trustee

Owner of Discepoli Financial Planning, LLC (personal financial planning company) since 2004

21

n/a

 

*

Mr. Dorsey is considered an “interested person” of the Trust within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended, because of his relationship with the Trust’s administrator, transfer agent and distributor. Mr. Dorsey was President of the Trust from June 2012 to October 2013.

 

Name and
Year of Birth

Length

of Time

Served

Position(s) Held

with Trust

Principal Occupation(s) During Past 5 Years

Executive Officers:

   

Stephen P. Lack
55 Waugh Drive
Suite 1130
Houston, TX 77077
Year of Birth: 1957

Since October 2014

Principal
Executive Officer of Galapagos Partners Select Equity Fund

Founder, President and Chief Investment Officer of Galapagos Partners, L.P. (2007 to present)

David R. Carson

Year of Birth: 1958

Since
April
2013

President

(October 2013 to present)

 

Vice President (April 2013 to October 2013)

Vice President and Director of Client Strategies of Ultimus Fund Solutions, LLC (2013 to present); Chief Compliance Officer, FSI LBAR Fund (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)

Jennifer L. Leamer

Year of Birth: 1976

Since
April
2014

Treasurer
(October 2014 to present)

 

Assistant Treasurer (April 2014 to October 2014)

Vice President, Mutual Fund Controller of Ultimus Fund Solutions, LLC (2014 to present); Business Analyst of Ultimus Fund Solutions, LLC (2007 to 2014)

 

23


GALAPAGOS PARTNERS SELECT EQUITY FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited) (Continued)


Name and
Year of Birth

Length

of Time

Served

Position(s) Held

with Trust

Principal Occupation(s) During Past 5 Years

Executive Officers: (Continued)

   

Bo J. Howell

Year of Birth: 1981

Since
October
2014

Secretary
(April 2015 to present)

 

Assistant Secretary (October 2014 to April 2015)

Vice President, Director of Fund Administration for Ultimus Fund Solutions, LLC (2014 to present); Counsel – Securities and Mutual Funds for Western & Southern Financial Group (2012 to 2014); U.S. Securities and Exchange Commission, Senior Counsel (2009 to 2012)

Charles C. Black

Year of Birth: 1979

Since
April 2015

Chief Compliance Officer
(January 2016 to present)

 

Assistant Chief
Compliance Officer
(April 2015 to January 2016)

Senior Compliance Officer of Ultimus Fund Solutions, LLC (2015 to present); Senior Compliance Manager for Touchstone Mutual Funds (2013 to 2015); Senior Compliance Manager for Fund Evaluation Group (2011 to 2013); Regulatory Administration Specialist for JPMorgan Chase Bank (2006 to 2011)

 

Additional information about members of the Board and executive officers is available in the Fund’s Statement of Additional Information (“SAI”). To obtain a free copy of the SAI, please call 1-800-592-7722.

 

24


 

 

 

This Page Intentionally Left Blank

 

 

 


 

 

 

LYRICAL U.S. VALUE EQUITY FUND

Institutional Class (LYRIX)

Investor Class (LYRBX)

 

 

LYRICAL U.S. HEDGED VALUE FUND

Institutional Class (LYRHX)

Investor Class (LYRDX)

 

 

Annual Report

November 30, 2015


LYRICAL FUNDS
LETTER TO SHAREHOLDERS

December 9, 2015


 

Dear Fellow Shareholders,

 

Enclosed is the annual report to shareholders of the Lyrical U.S. Value Equity Fund (the “Value Fund”) and Lyrical U.S. Hedged Value Fund (the “Hedged Value Fund”) (collectively, the “Funds”). On behalf of the Funds and their investment adviser, Lyrical Asset Management LP, I would like to thank you for your investment.

 

Lyrical U.S. Value Equity Fund

 

Since its launch on February 4, 2013 through November 30, 2015, the Value Fund – Institutional Class has produced a cumulative total return of +61.40%, compared to the +47.63% cumulative total return for the S&P 500 Index (the “S&P 500”). For the twelve months ended November 30, 2015, the Value Fund – Institutional Class produced a total return of -1.91% compared to the total return for the S&P 500 of 2.75%. The biggest winners for the fiscal year were Avago Technologies Ltd. (+41%), NASDAQ OMX Group, Inc. (+32%), and Assurant, Inc. (+29%). The biggest losers were National Oilwell Varco, Inc. (-42%), Avis Budget Group, Inc. (-38%) and Western Digital Corporation (-38%). While we have sold our NASDAQ OMX Group, Inc. holdings we maintain our positions in these other largest winners and detractors.

 

In analyzing the Fund’s portfolio’s performance attribution, we find it helpful to examine both the investment success rate and any skew in the distribution of returns. Our success rate has been high over the life of the Value Fund, as 80% of the Fund’s investments posted gains, and 64% outperformed the S&P 500. Skew has also been a positive factor, as the Fund’s outperformers have outperformed by 47%, while our underperformers have underperformed by 34%. For the fiscal year ended November 30, 2015, our underperformance is explained by a lower success rate, as only 49% of the Fund’s investments posted gains, and only 46% outperformed the S&P 500. Skew has been a negative factor as the Fund’s outperformers have outperformed by 15%, while our underperformers have underperformed by 19%.

 

During the life of the Value Fund we have sold twelve positions, as three companies announced they were being acquired, eight approached our estimates of fair value, and for one we lost conviction in our thesis. For each sale we added a new position from our pipeline of opportunities. We are still finding attractive stock opportunities to add to the portfolio, even as some of our existing positions begin to approach our estimates of fair value.

 

As of November 30, 2015, the valuation of our portfolio is 13.1x next twelve months consensus earnings. The S&P 500 has a valuation of 16.1x on this same basis, a premium of 22%.

 

1


Lyrical U.S. Hedged Value Fund

 

In July 2014, we launched the Hedged Value Fund as a liquid alternatives product that employs the same long portfolio as the Value Fund. Sector ETF hedges are used on the short side to create a portfolio that aims to maintain net long exposures of 50%. This provides a hedged option for those wishing exposure to the long portfolio but unwilling to accept unhedged equity market exposure.

 

Since its launch on July 14, 2014 through November 30, 2015, the Hedged Value Fund – Institutional Class has produced a cumulative total return of -5.49%, compared to the +8.30% cumulative total return for the S&P 500. For the twelve months ended November 30, 2015, the Hedged Value Fund – Institutional Class produced a total return of -3.66% compared to the total return for the S&P 500 of 2.75%. In rising equity markets one should expect Hedged Value Fund’s performance to lag that of the Value Fund, as it did for both the above periods, as our hedges detract from total return.

 

Lyrical Asset Management’s Investment Philosophy and Portfolio Construction

 

As there have been a significant number of new investors since our previous year-end letter to the Funds’ shareholders, we’d like to briefly outline our investment philosophy and portfolio construction approach.

 

We believe our strategy and approach to investing differentiates us from other investment managers, even those that share a value approach to investing. We are deep value investors and by this we mean that we look to invest in companies that trade significantly below intrinsic value. This separates us from other value managers who focus on relative value or core value approaches and whose portfolio characteristics have higher Price/Earnings, Price/Book and Price/Cash Flow multiples. We assess valuation based on current price relative to long-term normalized earnings, which contrasts us to those that rely on Price/Book or dividend yield. We only invest in what we consider to be quality businesses that we believe should earn good returns on invested capital, and avoid volatile businesses and companies with excessive leverage. Other value investors may consider owning any business regardless of quality if they believe the price is low enough. Lastly, we only invest in businesses we can understand, and avoid those that are excessively complex or require specialized technical knowledge, even though they may appear cheap from a high-level perspective.

 

We construct our portfolio purely bottom up and without regard to what is or is not contained in a benchmark. We are concerned with concentration risk, and have strict limits on how much capital can be invested in any one position or any one industry. Our long portfolio is constructed to be balanced and diversified across approximately 33 positions, giving us exposure to many different types of companies and situations without sacrificing our strict investment standards.

 

Thank you for your continued trust and interest in Lyrical Asset Management.

 

Sincerely,

 

Andrew Wellington
Portfolio Manager

 

2


Past performance is not predictive of future performance. Investment results and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Performance data current to the most recent month end are available by calling 1-888-884-8099.

 

An investor should consider the investment objectives, risks, charges and expenses of the Funds carefully before investing. The Funds’ prospectus contains this and other important information. To obtain a copy of the Funds’ prospectus please call 1-888-884-8099 and a copy will be sent to you free of charge. Please read the prospectus carefully before you invest. The Funds are distributed by Ultimus Fund Distributors, LLC.

 

The Letter to Shareholders seeks to describe some of the Adviser’s current opinions and views of the financial markets. Although the Adviser believes it has a reasonable basis for any opinions or views expressed, actual results may differ, sometimes significantly so, from those expected or expressed.

 

The securities discussed in this letter to shareholders do not comprise the entire investment portfolio of a Fund, may be sold at any time, and may no longer be held by the Fund. For a complete list of securities held by each Fund as of November 30, 2015, please see the Schedule of Investments section of the Annual Report.

 

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

 

3


LYRICAL U.S. VALUE EQUITY FUND
PERFORMANCE INFORMATION (Unaudited)


 

Comparison of the Change in Value of a $100,000 Investment in
Lyrical U.S. Value Equity Fund - Institutional Class
(a) versus
the S&P 500
® Index

 

Average Annual Total Returns(b)

(for the periods ended November 30, 2015)

 

1 Year

Since
Inception
(c)

Lyrical U.S. Value Equity Fund - Institutional Class

(1.91%)

18.51%

Lyrical U.S. Value Equity Fund - Investor Class

(2.19%)

4.68%

S&P 500® Index(d)

2.75%

14.82%(e)

 

(a)

The line graph above represents performance of the Institutional Class only, which will vary from the performance of the Investor Class based on the difference in fees paid by shareholders in the different classes.

 

(b)

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

 

(c)

Commencement of operations for Institutional Class shares was February 4, 2013. Commencement of operations for Investor Class shares was February 24, 2014.

 

(d)

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.

 

(e)

Represents the period from February 4, 2013 (date of commencement of operations of Institutional Class shares) through November 30, 2015.

 

4


LYRICAL U.S. HEDGED VALUE FUND
PERFORMANCE INFORMATION (Unaudited)


 

Comparison of the Change in Value of a $100,000 Investment in
Lyrical U.S. Hedged Value Fund - Institutional Class
(a) versus
the S&P 500
® Index

 

Average Annual Total Returns(b)

(for the periods ended November 30, 2015)

 

1 Year

Since
Inception
(c)

Lyrical U.S. Hedged Value Fund - Institutional Class

(3.66%)

(4.01%)

Lyrical U.S. Hedged Value Fund - Investor Class

(3.87%)

(4.23%)

S&P 500® Index(d)

2.75%

5.94%

 

(a)

The line graph above represents performance of the Institutional Class only, which will vary from the performance of the Investor Class based on the difference in fees paid by shareholders in the different classes.

 

(b)

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

 

(c)

Commencement of operations for Institutional Class and Investor Class shares was July 14, 2014.

 

(d)

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.

 

5


LYRICAL U.S. VALUE EQUITY FUND
PORTFOLIO INFORMATION
November 30, 2015 (Unaudited)


 

Lyrical U.S. Value Equity Fund vs S&P 500® Index
Sector Diversification

 

Top Ten Equity Holdings


 

Security Description

% of
Net Assets

Avago Technologies Ltd.

6.4%

Raytheon Company

5.2%

Aetna, Inc.

4.9%

Comcast Corporation - Class A

4.6%

Anthem, Inc.

4.4%

Aflac, Inc.

4.4%

TE Connectivity Ltd.

4.3%

Liberty Interactive Corporation - Series A

3.9%

Johnson Controls, Inc.

3.8%

Ameriprise Financial, Inc.

3.8%

 

6


LYRICAL U.S. HEDGED VALUE FUND
PORTFOLIO INFORMATION
November 30, 2015 (Unaudited)


 

Lyrical U.S. Hedged Value Fund vs S&P 500® Index
Sector Diversification

*

The percentages above for Lyrical U.S. Hedged Value Fund represent the net percentages for the Fund and are computed by taking the net dollar exposure, including short positions, and dividing by the net assets of the Fund.

 

Top Ten Long Positions

 


Security Description

% of
Net Assets

Avago Technologies Ltd.

6.8%

Raytheon Company

5.3%

Aetna, Inc.

5.0%

Comcast Corporation - Class A

4.6%

Anthem, Inc.

4.5%

TE Connectivity Ltd.

4.4%

Aflac, Inc.

4.4%

Liberty Interactive Corporation - Series A

3.9%

Johnson Controls, Inc.

3.8%

Ameriprise Financial, Inc.

3.8%

 

7


LYRICAL U.S. VALUE EQUITY FUND
SCHEDULE OF INVESTMENTS
November 30, 2015


COMMON STOCKS — 98.2%

 

Shares

   

Value

 

Consumer Discretionary — 16.4%

       

Auto Components — 7.9%

       

Goodyear Tire & Rubber Company (The)

   

562,903

   

$

19,634,057

 

Johnson Controls, Inc.

   

545,158

     

25,077,268

 

Tenneco, Inc. (a)

   

130,195

     

7,014,906

 
             

51,726,231

 

Internet & Catalog Retail — 3.9%

               

Liberty Interactive Corporation - Series A (a)

   

951,477

     

25,195,111

 
                 

Media — 4.6%

               

Comcast Corporation - Class A

   

487,874

     

29,692,012

 
                 

Energy — 8.7%

               

Energy Equipment & Services — 2.2%

               

National Oilwell Varco, Inc.

   

391,373

     

14,613,868

 
                 

Oil, Gas & Consumable Fuels — 6.5%

               

EOG Resources, Inc.

   

261,482

     

21,815,443

 

Suncor Energy, Inc.

   

745,899

     

20,586,812

 
             

42,402,255

 

Financials — 14.5%

               

Capital Markets — 3.8%

               

Ameriprise Financial, Inc.

   

217,927

     

24,614,854

 
                 

Insurance — 10.7%

               

Aflac, Inc.

   

435,819

     

28,432,832

 

AmTrust Financial Services, Inc.

   

166,757

     

10,423,980

 

Assurant, Inc.

   

153,354

     

13,114,834

 

Willis Group Holdings plc

   

386,850

     

17,779,626

 
             

69,751,272

 

Health Care — 9.3%

               

Health Care Providers & Services — 9.3%

               

Aetna, Inc.

   

309,305

     

31,781,089

 

Anthem, Inc.

   

222,089

     

28,955,964

 
             

60,737,053

 

Industrials — 17.1%

               

Aerospace & Defense — 5.2%

               

Raytheon Company

   

275,331

     

34,149,304

 
                 

Construction & Engineering — 1.3%

               

AECOM (a)

   

255,821

     

8,142,783

 

 

8


LYRICAL U.S. VALUE EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)


COMMON STOCKS — 98.2% (Continued)

 

Shares

   

Value

 

Industrials — 17.1% (Continued)

       

Electrical Equipment — 3.3%

       

Eaton Corporation plc

   

370,895

   

$

21,571,253

 
                 

Road & Rail — 3.6%

               

Avis Budget Group, Inc. (a)

   

228,811

     

8,555,244

 

Hertz Global Holdings, Inc. (a)

   

943,098

     

14,957,534

 
             

23,512,778

 

Trading Companies & Distributors — 3.7%

               

AerCap Holdings N.V. (a)

   

457,637

     

20,795,025

 

MRC Global, Inc. (a)

   

221,828

     

3,280,836

 
             

24,075,861

 

Information Technology — 27.5%

               

Communications Equipment — 1.5%

               

ARRIS Group, Inc. (a)

   

311,879

     

9,534,141

 
                 

Electronic Equipment, Instruments & Components — 8.0%

               

Corning, Inc.

   

1,252,054

     

23,450,971

 

TE Connectivity Ltd.

   

422,378

     

28,337,340

 
             

51,788,311

 

IT Services — 3.3%

               

Western Union Company (The)

   

1,155,695

     

21,796,408

 
                 

Semiconductors & Semiconductor Equipment — 6.4%

               

Avago Technologies Ltd.

   

320,984

     

41,872,363

 
                 

Software — 3.5%

               

Symantec Corporation

   

1,156,148

     

22,637,378

 
                 

Technology Hardware, Storage & Peripherals — 4.8%

               

Lexmark International, Inc. - Class A

   

131,259

     

4,507,434

 

NCR Corporation (a)

   

358,202

     

9,710,856

 

Western Digital Corporation

   

277,038

     

17,289,942

 
             

31,508,232

 

Materials — 4.7%

               

Chemicals — 3.6%

               

Celanese Corporation - Series A

   

336,649

     

23,817,917

 
                 

Containers & Packaging — 1.1%

               

Owens-Illinois, Inc. (a)

   

357,242

     

6,891,198

 
                 

Total Common Stocks (Cost $625,105,710)

         

$

640,030,583

 

 

9


LYRICAL U.S. VALUE EQUITY FUND
SCHEDULE OF INVESTMENTS (Continued)


MONEY MARKET FUNDS 1.8%

 

Shares

   

Value

 

Fidelity Institutional Money Market Portfolio - Class I, 0.12% (b) (Cost $11,642,472)

   

11,642,472

   

$

11,642,472

 
                 

Total Investments at Value — 100.0% (Cost $636,748,182)

         

$

651,673,055

 
                 

Other Assets in Excess of Liabilities — 0.0% (c)

           

283,785

 
                 

Net Assets — 100.0%

         

$

651,956,840

 

 

(a)

Non-income producing security.

 

(b)

The rate shown is the 7-day effective yield as of November 30, 2015.

 

(c)

Percentage rounds to less than 0.1%.

 

See accompanying notes to financial statements.

 

10


LYRICAL U.S. HEDGED VALUE FUND
SCHEDULE OF INVESTMENTS
November 30, 2015


COMMON STOCKS — 99.0%

 

Shares

   

Value

 

Consumer Discretionary — 16.4%

       

Auto Components — 7.9%

       

Goodyear Tire & Rubber Company (The) (a)

   

1,219

   

$

42,519

 

Johnson Controls, Inc. (a)

   

1,160

     

53,360

 

Tenneco, Inc. (b)

   

269

     

14,494

 
             

110,373

 

Internet & Catalog Retail — 3.9%

               

Liberty Interactive Corporation - Series A (a) (b)

   

2,027

     

53,675

 
                 

Media — 4.6%

               

Comcast Corporation - Class A (a)

   

1,055

     

64,207

 
                 

Energy — 8.3%

               

Energy Equipment & Services — 2.1%

               

National Oilwell Varco, Inc. (a)

   

779

     

29,088

 
                 

Oil, Gas & Consumable Fuels — 6.2%

               

EOG Resources, Inc. (a)

   

540

     

45,052

 

Suncor Energy, Inc. (a)

   

1,528

     

42,173

 
             

87,225

 

Financials — 14.6%

               

Capital Markets — 3.8%

               

Ameriprise Financial, Inc. (a)

   

472

     

53,312

 
                 

Insurance — 10.8%

               

Aflac, Inc. (a)

   

935

     

61,000

 

AmTrust Financial Services, Inc. (a)

   

363

     

22,691

 

Assurant, Inc. (a)

   

335

     

28,649

 

Willis Group Holdings plc (a)

   

843

     

38,744

 
             

151,084

 

Health Care — 9.5%

               

Health Care Providers & Services — 9.5%

               

Aetna, Inc. (a)

   

671

     

68,945

 

Anthem, Inc. (a)

   

483

     

62,974

 
             

131,919

 

Industrials — 17.3%

               

Aerospace & Defense — 5.3%

               

Raytheon Company (a)

   

599

     

74,294

 
                 

Construction & Engineering — 1.2%

               

AECOM (a) (b)

   

537

     

17,093

 

 

11


LYRICAL U.S. HEDGED VALUE FUND
SCHEDULE OF INVESTMENTS (Continued)


COMMON STOCKS — 99.0% (Continued)

 

Shares

   

Value

 

Industrials — 17.3% (Continued)

       

Electrical Equipment — 3.3%

       

Eaton Corporation plc (a)

   

786

   

$

45,714

 
                 

Road & Rail — 3.7%

               

Avis Budget Group, Inc. (a) (b)

   

503

     

18,807

 

Hertz Global Holdings, Inc. (a) (b)

   

2,050

     

32,513

 
             

51,320

 

Trading Companies & Distributors — 3.8%

               

AerCap Holdings N.V. (a) (b)

   

1,000

     

45,440

 

MRC Global, Inc. (a) (b)

   

483

     

7,143

 
             

52,583

 

Information Technology — 28.1%

               

Communications Equipment — 1.5%

               

ARRIS Group, Inc. (b)

   

665

     

20,329

 
                 

Electronic Equipment, Instruments & Components — 8.0%

               

Corning, Inc. (a)

   

2,710

     

50,758

 

TE Connectivity Ltd. (a)

   

919

     

61,656

 
             

112,414

 

IT Services — 3.4%

               

Western Union Company (The) (a)

   

2,529

     

47,697

 
                 

Semiconductors & Semiconductor Equipment — 6.8%

               

Avago Technologies Ltd. (a)

   

725

     

94,576

 
                 

Software — 3.5%

               

Symantec Corporation (a)

   

2,465

     

48,265

 
                 

Technology Hardware, Storage & Peripherals — 4.9%

               

Lexmark International, Inc. - Class A (a)

   

294

     

10,096

 

NCR Corporation (b)

   

799

     

21,661

 

Western Digital Corporation (a)

   

598

     

37,321

 
             

69,078

 

Materials — 4.8%

               

Chemicals — 3.7%

               

Celanese Corporation - Series A (a)

   

735

     

52,002

 
                 

Containers & Packaging — 1.1%

               

Owens-Illinois, Inc. (a) (b)

   

780

     

15,046

 
                 

Total Common Stocks (Cost $1,441,612)

         

$

1,381,294

 

 

12


LYRICAL U.S. HEDGED VALUE FUND
SCHEDULE OF INVESTMENTS (Continued)


MONEY MARKET FUNDS — 3.6%

 

Shares

   

Value

 

Invesco Liquid Assets Portfolio (The) - Institutional Shares, 0.17%(c) (Cost $50,872)

   

50,872

   

$

50,872

 
                 

Total Investments at Value — 102.6% (Cost $1,492,484)

         

$

1,432,166

 
                 

Liabilities in Excess of Other Assets(d) — (2.6%)

           

(36,736

)

                 

Net Assets — 100.0%

         

$

1,395,430

 

 

(a)

All or a portion of the shares have been committed as collateral for open short positions (Note 2).

 

(b)

Non-income producing security.

 

(c)

The rate shown is the 7-day effective yield as of November 30, 2015.

 

(d)

Includes cash held as margin deposits for open short positions.

 

See accompanying notes to financial statements.

 

13


LYRICAL U.S. HEDGED VALUE FUND
SCHEDULE OF SECURITIES SOLD SHORT
November 30, 2015


EXCHANGE-TRADED FUNDS 51.7%

 

Shares

   

Value

 

Consumer Discretionary Select Sector SPDR® Fund (The)

   

1,145

   

$

92,493

 

Energy Select Sector SPDR® Fund (The)

   

875

     

59,517

 

Financial Select Sector SPDR® Fund (The)

   

6,042

     

148,392

 

Health Care Select Sector SPDR® Fund (The)

   

1,006

     

71,537

 

Industrial Select Sector SPDR® Fund (The)

   

3,212

     

175,825

 

Materials Select Sector SPDR® Fund (The)

   

532

     

24,328

 

Technology Select Sector SPDR® Fund (The)

   

3,406

     

149,728

 

Total Securities Sold Short — 51.7% (Proceeds $707,107)

         

$

721,820

 

 

See accompanying notes to financial statements.

 

14


LYRICAL FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
November 30, 2015


      

 

Lyrical U.S.

Value

Equity Fund

   

Lyrical U.S.

Hedged

Value Fund

 

ASSETS

       

Investments in securities:

       

At acquisition cost

 

$

636,748,182

   

$

1,492,484

 

At value (Note 2)

 

$

651,673,055

   

$

1,432,166

 

Deposits with brokers for securities sold short (Note 2)

   

     

677,618

 

Dividends receivable

   

1,064,305

     

2,290

 

Receivable for capital shares sold

   

186,819

     

150

 

Receivable from Adviser (Note 4)

   

     

12,148

 

Other assets

   

23,774

     

5,693

 

Total assets

   

652,947,953

     

2,130,065

 
                 

LIABILITIES

               

Securities sold short, at value (Note 2) (proceeds $— and $707,107 respectively)

   

     

721,820

 

Payable for capital shares redeemed

   

185,380

     

 

Payable to Adviser (Note 4)

   

677,750

     

 

Payable to administrator (Note 4)

   

62,200

     

8,010

 

Accrued distribution fees (Note 4)

   

26,354

     

 

Accrued brokerage expense on securities sold short (Note 2)

   

     

561

 

Other accrued expenses

   

39,429

     

4,244

 

Total liabilities

   

991,113

     

734,635

 
                 

NET ASSETS

 

$

651,956,840

   

$

1,395,430

 
                 

NET ASSETS CONSIST OF:

               

Paid-in capital

 

$

623,248,407

   

$

1,462,185

 

Undistributed net investment income

   

1,278,084

     

 

Undistributed net realized gains from security transactions

   

12,505,476

     

8,276

 

Net unrealized appreciation (depreciation) on:

               

Investments

   

14,924,873

     

(60,318

)

Securities sold short

   

     

(14,713

)

NET ASSETS

 

$

651,956,840

   

$

1,395,430

 
                 

NET ASSET VALUE PER SHARE:

               

INSTITUTIONAL CLASS

               

Net assets applicable to Institutional Class

 

$

590,581,631

   

$

776,530

 

Institutional Class shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

   

37,789,018

     

82,177

 

Net asset value, offering price and redemption price per share (Note 2)

 

$

15.63

   

$

9.45

 

INVESTOR CLASS

               

Net assets applicable to Investor Class

 

$

61,375,209

   

$

618,900

 

Investor Class shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

   

3,942,181

     

65,716

 

Net asset value, offering price and redemption price per share (Note 2)

 

$

15.57

   

$

9.42

 

 

See accompanying notes to financial statements.

 

15


LYRICAL FUNDS
STATEMENTS OF OPERATIONS
Year Ended November 30, 2015


    

 

Lyrical U.S.
Value
Equity Fund

   

Lyrical U.S.

Hedged

Value Fund

 

INVESTMENT INCOME

       

Dividend income

 

$

11,514,136

   

$

23,289

 

Foreign withholding taxes on dividends

   

(182,107

)

   

(354

)

Total investment income

   

11,332,029

     

22,935

 
                 

EXPENSES

               

Investment advisory fees (Note 4)

   

8,690,662

(a) 

   

21,583

 

Administration fees (Note 4)

   

528,108

     

25,000

 

Distribution fees - Investor Class (Note 4)

   

213,950

     

1,681

 

Fund accounting fees (Note 4)

   

94,551

     

31,137

 

Transfer agent fees (Note 4)

   

74,725

     

24,000

 

Custody and bank service fees

   

90,667

     

7,140

 

Registration and filing fees

   

83,999

     

9,082

 

Compliance fees (Note 4)

   

70,429

     

12,297

 

Professional fees

   

36,074

     

32,524

 

Trustees' fees and expenses (Note 4)

   

8,485

     

8,485

 

Postage and supplies

   

13,147

     

3,109

 

Dividend expense on securities sold short (Note 2)

   

     

12,331

 

Printing of shareholder reports

   

8,345

     

3,150

 

Prime brokerage expense on securities sold short (Note 2)

   

     

7,264

 

Insurance expense

   

3,164

     

3,164

 

Other expenses

   

18,087

     

8,543

 

Total expenses

   

9,934,393

     

210,490

 

Fee reductions and/or expense reimbursements by Adviser (Note 4)

   

(43,226

)

   

(164,846

)

Net expenses

   

9,891,167

     

45,644

 
                 

NET INVESTMENT INCOME (LOSS)

   

1,440,862

     

(22,709

)

                 

REALIZED AND UNREALIZED GAINS (LOSSES) ON
INVESTMENTS AND SECURITIES SOLD SHORT

               

Net realized gains (losses) from:

               

Investments

   

12,579,532

     

21,575

 

Securities sold short

   

     

(3,393

)

Net change in unrealized appreciation/depreciation on:

               

Investments

   

(31,320,202

)

   

(60,317

)

Securities sold short

   

     

2,207

 

NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS AND SECURITIES SOLD SHORT

   

(18,740,670

)

   

(39,928

)

                 

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS

 

$

(17,299,808

)

 

$

(62,637

)

 

(a)

Includes $182,903 of prior years’ investment advisory fee reductions and expense reimbursements recouped by the Adviser (Note 4).

 

See accompanying notes to financial statements.

 

16


LYRICAL U.S. VALUE EQUITY FUND
STATEMENTS OF CHANGES IN NET ASSETS


       

 

Year

Ended
November 30,

2015

   

Year
Ended
November 30,

2014

 

FROM OPERATIONS

       

Net investment income (loss)

 

$

1,440,862

   

$

(15,582

)

Net realized gains from security transactions

   

12,579,532

     

11,870,000

 

Net change in unrealized appreciation/depreciation on investments

   

(31,320,202

)

   

37,708,433

 

Net increase (decrease) in net assets resulting from operations

   

(17,299,808

)

   

49,562,851

 
                 

DISTRIBUTIONS TO SHAREHOLDERS (Note 2)

               

From net investment income, Institutional Class

   

(168,471

)

   

(17,629

)

From net realized gains, Institutional Class

   

(11,690,275

)

   

(1,211,369

)

From net realized gains, Investor Class

   

(193,318

)

   

 

Decrease in net assets from distributions to shareholders

   

(12,052,064

)

   

(1,228,998

)

                 

CAPITAL SHARE TRANSACTIONS

               

Institutional Class

               

Proceeds from shares sold

   

339,352,309

     

460,875,190

 

Net asset value of shares issued in reinvestment of distributions to shareholders

   

9,377,973

     

1,000,129

 

Payments for shares redeemed

   

(282,422,299

)

   

(60,859,243

)

Net increase in Institutional Class net assets from capital share transactions

   

66,307,983

     

401,016,076

 
                 

Investor Class

               

Proceeds from shares sold

   

118,329,002

     

11,209,228

 

Net asset value of shares issued in reinvestment of distributions to shareholders

   

181,114

     

 

Payments for shares redeemed

   

(59,563,305

)

   

(2,453,295

)

Net increase in Investor Class net assets from capital share transactions

   

58,946,811

     

8,755,933

 
                 

TOTAL INCREASE IN NET ASSETS

   

95,902,922

     

458,105,862

 
                 

NET ASSETS

               

Beginning of year

   

556,053,918

     

97,948,056

 

End of year

 

$

651,956,840

   

$

556,053,918

 
                 

UNDISTRIBUTED NET INVESTMENT INCOME

 

$

1,278,084

   

$

 

 

See accompanying notes to financial statements.

 

17


LYRICAL U.S. VALUE EQUITY FUND
STATEMENTS OF CHANGES IN NET ASSETS (Continued)


    

 

Year

Ended

November 30,

2015

   

Year
Ended
November 30,
2014

 

CAPITAL SHARE ACTIVITY

       

Institutional Class

       

Shares sold

   

21,132,995

     

30,358,655

 

Shares issued in reinvestment of distributions to shareholders

   

592,967

     

68,785

 

Shares redeemed

   

(17,510,391

)

   

(3,961,000

)

Net increase in shares outstanding

   

4,215,571

     

26,466,440

 

Shares outstanding at beginning of year

   

33,573,447

     

7,107,007

 

Shares outstanding at end of year

   

37,789,018

     

33,573,447

 
                 

Investor Class

               

Shares sold

   

7,202,116

     

712,342

 

Shares issued in reinvestment of distributions to shareholders

   

11,470

     

 

Shares redeemed

   

(3,826,599

)

   

(157,148

)

Net increase in shares outstanding

   

3,386,987

     

555,194

 

Shares outstanding at beginning of year

   

555,194

     

 

Shares outstanding at end of year

   

3,942,181

     

555,194

 

 

See accompanying notes to financial statements.

 

18


LYRICAL U.S. HEDGED VALUE FUND
STATEMENTS OF CHANGES IN NET ASSETS


   

 

Year
Ended
November 30,

2015

   

Period
Ended
November 30,
2014
(a)

 

FROM OPERATIONS

       

Net investment loss

 

$

(22,709

)

 

$

(5,347

)

Net realized gains (losses) from:

               

Investments

   

21,575

     

5,822

 

Securities sold short

   

(3,393

)

   

(3,499

)

Net change in unrealized appreciation/depreciation on:

               

Investments

   

(60,317

)

   

(1

)

Securities sold short

   

2,207

     

(16,920

)

Net decrease in net assets resulting from operations

   

(62,637

)

   

(19,945

)

                 

DISTRIBUTIONS TO SHAREHOLDERS (Note 2)

               

From net realized gains, Institutional Class

   

(54

)

   

 

From net realized gains, Investor Class

   

(57

)

   

 

Decrease in net assets from distributions to shareholders

   

(111

)

   

 
                 

CAPITAL SHARE TRANSACTIONS

               

Institutional Class

               

Proceeds from shares sold

   

220,000

     

600,000

 

Net asset value of shares issued in reinvestment of distributions to shareholders

   

54

     

 

Net increase in Institutional Class net assets from capital share transactions

   

220,054

     

600,000

 
                 

Investor Class

               

Proceeds from shares sold

   

126,747

     

668,686

 

Net asset value of shares issued in reinvestment of distributions to shareholders

   

54

     

 

Payments for shares redeemed

   

(94,359

)

   

(43,059

)

Net increase in Investor Class net assets from capital share transactions

   

32,442

     

625,627

 
                 

TOTAL INCREASE IN NET ASSETS

   

189,748

     

1,205,682

 
                 

NET ASSETS

               

Beginning of period

   

1,205,682

     

 

End of period

 

$

1,395,430

   

$

1,205,682

 
                 

UNDISTRIBUTED NET INVESTMENT INCOME

 

$

   

$

 

 

(a)

Represents the period from the commencement of operations (July 14, 2014) through November 30, 2014.

 

See accompanying notes to financial statements.

 

19


LYRICAL U.S. HEDGED VALUE FUND
STATEMENTS OF CHANGES IN NET ASSETS (Continued)


      

 

Year
Ended
November 30,

2015

   

Period
Ended
November 30,
2014
(a)

 

CAPITAL SHARE ACTIVITY

       

Institutional Class

       

Shares sold

   

21,883

     

60,288

 

Shares issued in reinvestment of distributions to shareholders

   

6

     

 

Net increase in shares outstanding

   

21,889

     

60,288

 

Shares outstanding at beginning of period

   

60,288

     

 

Shares outstanding at end of period

   

82,177

     

60,288

 
                 

Investor Class

               

Shares sold

   

12,770

     

67,265

 

Shares issued in reinvestment of distributions to shareholders

   

6

     

 

Shares redeemed

   

(9,763

)

   

(4,562

)

Net increase in shares outstanding

   

3,013

     

62,703

 

Shares outstanding at beginning of period

   

62,703

     

 

Shares outstanding at end of period

   

65,716

     

62,703

 

 

(a)

Represents the period from the commencement of operations (July 14, 2014) through November 30, 2014.

 

See accompanying notes to financial statements.

 

20


LYRICAL U.S. VALUE EQUITY FUND
INSTITUTIONAL CLASS
FINANCIAL HIGHLIGHTS


Per Share Data for a Share Outstanding Throughout Each Period:

 

       

 

Year
Ended
November 30, 2015

   

Year
Ended
November 30, 2014

   

Period
Ended
November 30,
2013
(a)

 

Net asset value at beginning of period

 

$

16.29

   

$

13.78

   

$

10.00

 
                         

Income (loss) from investment operations:

                       

Net investment income (loss)

   

0.04

     

(0.00

)(b)

   

0.00

(b) 

Net realized and unrealized gains (losses) on investments

   

(0.35

)

   

2.66

     

3.78

 

Total from investment operations

   

(0.31

)

   

2.66

     

3.78

 
                         

Less distributions:

                       

Dividends from net investment income

   

(0.00

)(b)

   

(0.00

)(b)

   

 

Distributions from net realized gains

   

(0.35

)

   

(0.15

)

   

 

Total distributions

   

(0.35

)

   

(0.15

)

   

 
                         

Net asset value at end of period

 

$

15.63

   

$

16.29

   

$

13.78

 
                         

Total return (c)

   

(1.91

%)

   

19.41

%

   

37.80

%(d)

                         

Net assets at end of period (000's)

 

$

590,582

   

$

547,021

   

$

97,948

 
                         

Ratios/supplementary data:

                       

Ratio of total expenses to average net assets

   

1.42

%

   

1.45

%

   

1.93

%(e)

                         

Ratio of net expenses to average net assets (f)

   

1.42

%

   

1.44

%

   

1.45

%(e)

                         

Ratio of net investment income (loss) to average net assets (f)

   

0.24

%

   

(0.00

%)(g)

   

0.01

%(e)

                         

Portfolio turnover rate

   

21

%

   

20

%

   

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 periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Adviser had not reduced advisory fees and reimbursed expenses (Note 4).

 

(d)

Not annualized.

 

(e)

Annualized.

 

(f)

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

 

(g)

Amount rounds to less than 0.01%.

 

See accompanying notes to financial statements.

 

21


LYRICAL U.S. VALUE EQUITY FUND
INVESTOR CLASS
FINANCIAL HIGHLIGHTS


Per Share Data for a Share Outstanding Throughout Each Period:

 

    

 

Year
Ended
November 30,
2015

   

Period
Ended
November 30,
2014
(a)

 

Net asset value at beginning of period

 

$

16.27

   

$

14.68

 
                 

Income (loss) from investment operations:

               

Net investment income (loss)

   

0.01

     

(0.01

)

Net realized and unrealized gains (losses) on investments

   

(0.36

)

   

1.60

 

Total from investment operations

   

(0.35

)

   

1.59

 
                 

Less distributions:

               

Distributions from net realized gains

   

(0.35

)

   

 
                 

Net asset value at end of period

 

$

15.57

   

$

16.27

 
                 

Total return (b)

   

(2.19

%)

   

10.83

%(c)

                 

Net assets at end of period (000's)

 

$

61,375

   

$

9,033

 
                 

Ratios/supplementary data:

               

Ratio of total expenses to average net assets

   

1.72

%

   

2.39

%(d)

                 

Ratio of net expenses to average net assets (e)

   

1.70

%

   

1.70

%(d)

                 

Ratio of net investment income (loss) to average net assets (e)

   

0.03

%

   

(0.18

%)(d)

                 

Portfolio turnover rate

   

21

%

   

20

%(c)(f)

 

(a)

Represents the period from the commencement of operations (February 24, 2014) through November 30, 2014.

 

(b)

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

 

(c)

Not annualized.

 

(d)

Annualized.

 

(e)

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

 

(f)

Represents the year ended November 30, 2014.

 

See accompanying notes to financial statements.

 

22


LYRICAL U.S. HEDGED VALUE FUND
INSTITUTIONAL CLASS
FINANCIAL HIGHLIGHTS


Per Share Data for a Share Outstanding Throughout Each Period:

 

      

 

Year
Ended
November 30,
2015

   

Period
Ended
November 30,
2014
(a)

 

Net asset value at beginning of period

 

$

9.81

   

$

10.00

 
                 

Loss from investment operations:

               

Net investment loss

   

(0.13

)

   

(0.04

)

Net realized and unrealized losses on investments and securities sold short

   

(0.23

)

   

(0.15

)

Total from investment operations

   

(0.36

)

   

(0.19

)

                 

Less distributions:

               

Distributions from net realized gains

   

(0.00

)(b)

   

 
                 

Net asset value at end of period

 

$

9.45

   

$

9.81

 
                 

Total return (c)

   

(3.66

%)

   

(1.90%

)(d)

                 

Net assets at end of period (000's)

 

$

777

   

$

591

 
                 

Ratios/supplementary data:

               

Ratio of total expenses to average net assets

   

14.76

%

   

16.57

%(e)

                 

Ratio of net expenses to average net assets (f)

   

3.16

%

   

2.59

%(e)

                 

Ratio of net expenses to average net assets excluding dividend expense (f)

   

2.27

%

   

1.99

%(e)

                 

Ratio of net expenses to average net assets excluding dividend expense and prime brokerage expense on securities sold short (f)

   

1.75

%

   

1.75

%(e)

                 

Ratio of net investment loss to average net assets (f)

   

(1.49

%)

   

(1.15

%)(e)

                 

Portfolio turnover rate

   

7

%

   

9

%(d)

 

(a)

Represents the period from the commencement of operations (July 14, 2014) through November 30, 2014.

 

(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 periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Adviser had not reduced advisory fees and reimbursed expenses (Note 4).

 

(d)

Not annualized.

 

(e)

Annualized.

 

(f)

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

 

See accompanying notes to financial statements.

 

23


LYRICAL U.S. HEDGED VALUE FUND
INVESTOR CLASS
FINANCIAL HIGHLIGHTS


Per Share Data for a Share Outstanding Throughout Each Period:

 

        

 

Year
Ended
November 30,
2015

   

Period
Ended
November 30,
2014
(a)

 

Net asset value at beginning of period

 

$

9.80

   

$

10.00

 
                 

Loss from investment operations:

               

Net investment loss

   

(0.18

)

   

(0.05

)

Net realized and unrealized losses on investments and securities sold short

   

(0.20

)

   

(0.15

)

Total from investment operations

   

(0.38

)

   

(0.20

)

                 

Less distributions:

               

Distributions from net realized gains

   

(0.00

)(b)

   

 
                 

Net asset value at end of period

 

$

9.42

   

$

9.80

 
                 

Total return (c)

   

(3.87

%)

   

(2.00%

)(d)

                 

Net assets at end of period (000's)

 

$

619

   

$

614

 
                 

Ratios/supplementary data:

               

Ratio of total expenses to average net assets

   

15.49

%

   

16.95

%(e)

                 

Ratio of net expenses to average net assets (f)

   

3.41

%

   

2.84

%(e)

                 

Ratio of net expenses to average net assets excluding dividend expense (f)

   

2.52

%

   

2.24

%(e)

                 

Ratio of net expenses to average net assets excluding dividend expense and prime brokerage expense on securities sold short (f)

   

2.00

%

   

2.00

%(e)

                 

Ratio of net investment loss to average net assets (f)

   

(1.78

%)

   

(1.38

%)(e)

                 

Portfolio turnover rate

   

7

%

   

9

%(d)

 

(a)

Represents the period from the commencement of operations (July 14, 2014) through November 30, 2014.

 

(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 periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Adviser had not reduced advisory fees and reimbursed expenses (Note 4).

 

(d)

Not annualized.

 

(e)

Annualized.

 

(f)

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

 

See accompanying notes to financial statements.

 

24


LYRICAL FUNDS
NOTES TO FINANCIAL STATEMENTS
November 30, 2015


 

1. Organization

 

Lyrical U.S. Value Equity Fund and Lyrical U.S. Hedged Value Fund (individually, a “Fund” and collectively, the “Funds”) are each 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. Lyrical U.S. Value Equity Fund commenced operations on February 4, 2013. Lyrical U.S. Hedged Value Fund commenced operations on July 14, 2014.

 

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

 

Each Fund offers two classes of shares: Institutional Class shares (sold without any sales loads and distribution and/or shareholder service fees and require a $100,000 initial investment) and Investor Class shares (sold without any sales loads, but subject to a distribution and/or shareholder service fee of up to 0.25% of the average daily net assets attributable to Investor Class shares, and require a $2,500 initial investment). Each share class represents an ownership interest in the same investment portfolio.

 

2. Significant Accounting Policies

 

The following is a summary of the Funds’ significant accounting policies. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). As an investment company, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2013-08, the Funds follow accounting and reporting guidance under FASB Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”

 

Securities valuation – Each 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 Funds value their 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 bid price. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Funds value their securities and other assets at fair value in accordance with procedures established by and under the general supervision of the Board of Trustees (the “Board”). Under these procedures, the securities will be classified as Level 2 or 3 within the fair value hierarchy (see below), 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 each Fund’s net asset value may differ from quoted or published prices for the same securities.

 

25

 


LYRICAL FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)


 

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 each 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 inputs used to value the Funds’ investments and other financial instruments as of November 30, 2015:

 


Lyrical U.S. Value Equity Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Investments in Securities

               

Common Stocks

 

$

640,030,583

   

$

   

$

   

$

640,030,583

 

Money Market Funds

   

11,642,472

     

     

     

11,642,472

 

Total

 

$

651,673,055

   

$

   

$

   

$

651,673,055

 

 


Lyrical U.S. Hedged Value Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Investments in Securities

               

Common Stocks

 

$

1,381,294

   

$

   

$

   

$

1,381,294

 

Money Market Funds

   

50,872

     

     

     

50,872

 

Total

 

$

1,432,166

   

$

   

$

   

$

1,432,166

 
                                 

Other Financial Instruments

                         

Exchange-Traded Funds - Sold Short

 

$

(721,820

)

 

$

   

$

   

$

(721,820

)


 

Refer to the Funds’ Schedules of Investments and Schedule of Securities Sold Short, as applicable, for a listing of securities by industry type. As of November 30, 2015, the Funds did not have any transfers into and out of any Level. In addition, the Funds 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 November 30, 2015. It is the Funds’ policy to recognize transfers into and out of any Level at the end of the reporting period.

 

26


LYRICAL FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)


 

Share valuation – The net asset value per share of each class of each 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 each Fund is equal to the net asset value per share of such class.

 

Investment income – Dividend income is recorded on the ex-dividend date. Interest income is accrued as earned.

 

Security transactions – Security transactions are accounted for on the trade date. Gains and losses on securities sold are determined on a specific identification basis.

 

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

 

Distributions to shareholders – The Funds 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 distributions paid to shareholders by the Funds during the periods ended November 30, 2015 and November 30, 2014 was as follows:

 


Period

Ended

Ordinary

Income

Long-Term

Capital Gains

Total

Distributions

Lyrical U.S. Value Equity Fund -

11/30/2015

$7,662,064

$4,196,682

$11,858,746

Institutional Class

11/30/2014

$1,228,998

$ —

$1,228,998

Lyrical U.S. Value Equity Fund -

11/30/2015

$123,919

$69,399

$193,318

Investor Class

11/30/2014

$ —

$ —

$ —

Lyrical U.S. Hedged Value Fund -

11/30/2015

$34

$20

$54

Institutional Class

11/30/2014

$ —

$ —

$ —

Lyrical U.S. Hedged Value Fund -

11/30/2015

$36

$21

$57

Investor Class

11/30/2014

$ —

$ —

$ —


 

27


LYRICAL FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)


 

The Funds made the following distributions subsequent to November 30, 2015, to shareholders of record on the record dates as listed below:

 


Record

Date

Ex-Date

Per Share

Ordinary

Income

Long-term

Capital Gain

Lyrical U.S. Value Equity Fund - Institutional Class

11/30/2015

12/1/2015

$ —

$ 0.3727

Lyrical U.S. Value Equity Fund - Institutional Class

12/30/2015

12/31/2015

0.0382

Lyrical U.S. Value Equity Fund - Investor Class

11/30/2015

12/1/2015

0.3727

Lyrical U.S. Value Equity Fund - Investor Class

12/30/2015

12/31/2015

0.0009

Lyrical U.S. Hedged Value Fund - Institutional Class

11/30/2015

12/1/2015

0.0760

Lyrical U.S. Hedged Value Fund - Investor Class

11/30/2015

12/1/2015

0.0760


 

Short Positions – Lyrical U.S. Hedged Value Fund may sell securities short. For financial statement purposes, an amount equal to the settlement amount is included in the Statements of Assets and Liabilities as an asset and an equivalent liability is then subsequently marked-to-market daily to reflect the current value of the short position. Subsequent fluctuations in the market prices of securities sold, but not yet purchased, may require purchasing the securities at prices which may differ from the market value reflected on the Statements of Assets and Liabilities. The Fund is liable for any dividends payable on securities while those securities are in a short position and will also bear other costs, such as charges for the prime brokerage accounts, in connection with the short positions. These costs are reported as dividend expense and prime brokerage expense on securities sold short, respectively, in the Statements of Operations. As collateral for its short positions, the Fund is required under the Investment Company Act of 1940 (“1940 Act”) to maintain assets consisting of cash, cash equivalents or other liquid securities equal to the market value of the securities sold short. The deposits with brokers for securities sold short are reported on the Statements of Assets and Liabilities. The amount of collateral is required to be adjusted daily to reflect changes in the value of the securities sold short. To the extent Lyrical U.S. Hedged Value Fund invests the proceeds received from selling securities short, the Fund is engaging in a form of leverage. The use of leverage by the Fund may make any change in the Fund’s net asset value greater than it would be without the use of leverage. Short sales are speculative transactions and involve special risks, including greater reliance on the ability of Lyrical Asset Management LP (the “Adviser”) to accurately anticipate the future value of a security.

 

28


LYRICAL FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)


 

The Fund typically takes short positions in shares of exchange-traded funds (“ETFs”), which are subject to additional risks including premium or discount risk (when the market value of an ETF’s shares trade at a premium or discount to the ETF’s net asset value) and index-tracking risk.

 

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 income and expenses during the reporting period. Actual results could differ from those estimates.

 

Federal income tax – Each Fund has qualified and intends to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986 (the “Code”). Qualification generally will relieve each 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. Accordingly, no provision for income tax has been made.

 

In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also each 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 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 November 30, 2015:

 


      

 

Lyrical U.S.

Value

Equity Fund

   

Lyrical U.S.

Hedged

Value Fund

 

Tax cost of portfolio investments

 

$

640,597,468

   

$

1,492,484

 

Gross unrealized appreciation

 

$

71,722,379

   

$

121,615

 

Gross unrealized depreciation

   

(60,646,792

)

   

(181,933

)

Net unrealized appreciation (depreciation)

   

11,075,587

     

(60,318

)

Net unrealized depreciation on securities sold short

   

     

(17,680

)

Undistributed ordinary income

   

1,278,084

     

 

Undistributed long-term gains

   

16,354,762

     

11,243

 

Accumulated earnings (deficit)

 

$

28,708,433

   

$

(66,755

)


 

As of November 30, 2015, the proceeds of securities sold short on a tax basis is $704,140 for Lyrical U.S. Hedged Value Fund.

 

29


LYRICAL FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)


 

The difference between the federal income tax cost of portfolio investments and securities sold short and the financial statement cost of portfolio investments and securities sold short 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.

 

During the year ended November 30, 2015, Lyrical U.S. Value Equity Fund reclassified $5,693 of accumulated net realized gains against accumulated net investment income and Lyrical U.S. Hedged Value Fund reclassified $15,938 and $6,771 of accumulated net investment loss to paid-in-capital and accumulated net realized gains, respectively, on the Statements of Assets and Liabilities. Such reclassifications, the result of permanent differences between financial statement and income tax reporting requirements, had no effect on each Fund’s net assets or net asset value per share.

 

The Funds recognize the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” of being sustained assuming examination by tax authorities. Management has reviewed the Funds’ tax positions for all open tax periods (periods ended November 30, 2013 through November 30, 2015 for Lyrical U.S. Value Equity Fund and November 30, 2014 and November 30, 2015 for Lyrical U.S. Hedged Value Fund) and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements. The Funds indentify their major tax jurisdiction as U.S. Federal.

 

3. Investment Transactions

 

During the year ended November 30, 2015, cost of purchases and proceeds from sales of investment securities, other than short-term investments and short positions, amounted to $249,203,431 and $137,244,347, respectively, for Lyrical U.S. Value Equity Fund and $298,651 and $91,799, respectively, for Lyrical U.S. Hedged Value Fund.

 

4. Transactions with Related Parties

 

INVESTMENT ADVISORY AGREEMENT

Each Fund’s investments are managed by the Adviser pursuant to the terms of an Investment Advisory Agreement. Lyrical U.S. Value Equity Fund and Lyrical U.S. Hedged Value Fund pay the Adviser an investment advisory fee, computed and accrued daily and paid monthly, at the annual rate of 1.25% and 1.55%, respectively, of average daily net assets.

 

30


LYRICAL FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)


 

Pursuant to an Expense Limitation Agreement (“ELA”) between each Fund and the Adviser, the Adviser has contractually agreed, until March 31, 2017, to reduce investment advisory fees and reimburse other operating expenses to limit total annual fund operating expenses of the Funds (exclusive of brokerage costs, taxes, borrowing costs such as interest and dividend expenses on securities sold short, interest, 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 each Fund’s business) to an amount not exceeding the following percentages of average daily net assets attributable to each respective class:

 


Institutional Class

Investor Class

Lyrical U.S. Value Equity Fund

1.45%

1.70%

Lyrical U.S. Hedged Value Fund

1.75%

2.00%


 
Accordingly, during the year ended November 30, 2015, the Adviser reduced its investment advisory fees and reimbursed expenses as follows:

 


Investment

Advisory Fee

Reductions

Expense

Reimbursements

Total

Lyrical U.S. Value Equity Fund

$ —

$ 43,226

$ 43,226

Lyrical U.S. Hedged Value Fund

$ 21,583

$ 143,263

$ 164,846


 

Under the terms of the ELA, investment advisory fee reductions and expense reimbursements by the Adviser are subject to recoupment by the Adviser for a period of three years after such fees and expenses were incurred, provided the recoupments do not cause total annual fund operating expenses of the Funds to exceed the foregoing expense limitations. During the year ended November 30, 2015, the Adviser recouped $182,903 of prior years’ investment advisory fee reductions and expense reimbursements from Lyrical U.S. Value Equity Fund. As of November 30, 2015, the Adviser may seek recoupment of investment advisory fee reductions and expense reimbursements no later than the dates as stated below:

 


November 30, 2017

November 30, 2018

Total

Lyrical U.S. Value Equity Fund

$ 10,189

$ 14,881

$ 25,070

Lyrical U.S. Hedged Value Fund

$ 59,418

$ 164,846

$ 224,264


 

The Principal Executive Officer of the Funds is also an officer of the Adviser.

 

31


LYRICAL FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)


 

OTHER SERVICE PROVIDERS

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

 

Under the terms of a Distribution Agreement with the Trust, Ultimus Fund Distributors, LLC (the “Distributor”) serves as the principal underwriter to each Fund. The Distributor is a wholly-owned subsidiary of Ultimus.

 

Certain Trustees and officers of the Trust are also officers of Ultimus and/or the Distributor.

 

DISTRIBUTION PLAN

The Funds have adopted plans of distribution (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act, which permits Investor Class shares of each Fund to directly incur or reimburse the Funds’ principal underwriter for certain expenses related to the distribution of its shares. The annual limitation for payment of expenses pursuant to the Plan is 0.25% of each Fund’s average daily net assets allocable to Investor Class shares. The Funds have not adopted a plan of distribution with respect to the Institutional Class shares. During the year ended November 30, 2015, the Investor Class shares of Lyrical U.S. Value Equity Fund and Lyrical U.S. Hedged Value Fund incurred $213,950 and $1,681, respectively, of distribution fees under the Plan.

 

TRUSTEE COMPENSATION

Each Trustee who is not an “interested person” of the Trust (“Independent Trustee”) receives from each Fund a fee of $500 for each Board meeting attended plus reimbursement of travel and other meeting-related expenses. Effective January 1, 2015, each Independent Trustee also receives a $500 annual retainer from each Fund. Trustees affiliated with the Adviser or Ultimus are not compensated by the Trust for their services.

 

32


LYRICAL FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)


 

PRINCIPAL HOLDERS OF FUND SHARES

As of November 30, 2015, the following shareholders owned of record 5% or more of the outstanding shares of each class of each Fund:

 


NAME OF RECORD OWNER

% Ownership

Lyrical U.S. Value Equity Fund - Institutional Class

 

Charles Schwab & Company, Inc. (for the benefit of its customers)

33%

Merrill Lynch, Pierce Fenner & Smith (for the benefit of its customers)

12%

UBS Financial Services, Inc. (for the benefit of its customers)

8%

Lyrical U.S. Hedged Value Fund - Institutional Class

 

Lyrical Asset Management LP

61%

Ann S. Riesenberg

24%

George Wellington

13%

Lyrical U.S. Hedged Value Fund - Investor Class

 

Lyrical Asset Management LP

76%

Oppenheimer & Company, Inc. (for the benefit of its customers)

6%


 

A beneficial owner of 25% or more of either 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 shareholder’s meeting.

 

5. Sector Risk

 

If a Fund has significant investments in the securities of issuers within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss in the Fund and increase the volatility of the Fund’s net asset value per share. Occasionally, market conditions, regulatory changes or other developments may negatively impact a particular sector. As of November 30, 2015, Lyrical U.S. Value Equity Fund and Lyrical U.S. Hedged Value Fund had 27.5% and 28.1%, respectively, of the value of their net assets invested in stocks within the Information Technology sector.

 

6. Contingencies and Commitments

 

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

 

33


LYRICAL FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)


 

7. Subsequent Events

 

The Funds are 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 Statements of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Funds are 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 except for the payment of ordinary income dividends and long-term capital gain distributions subsequent to the end of the reporting period, as disclosed in Note 2.

 

34


LYRICAL FUNDS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


 

To the Board of Trustees of Ultimus Managers Trust and the Shareholders of Lyrical U.S. Value Equity Fund and Lyrical U.S. Hedged Value Fund

 

We have audited the accompanying statement of assets and liabilities of Lyrical U.S. Value Equity Fund, a series of shares of beneficial interest in Ultimus Managers Trust (the “Fund”), including the schedule of investments, as of November 30, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the two-year period then ended and for the period February 4, 2013 (commencement of operations) through November 30, 2013. We have also audited the accompanying statement of assets and liabilities of Lyrical U.S. Hedged Value Fund, a series of shares of beneficial interest in Ultimus Managers Trust (the “Fund”), including the schedule of investments, as of November 30, 2015, and the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for the year then ended and for the period July 14, 2014 (commencement of operations) through November 30, 2014. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2015 by correspondence with the custodian and broker. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Lyrical U.S. Value Equity Fund and Lyrical U.S. Hedged Value Fund as of November 30, 2015, and the results of their operations, the changes in their net assets, and their financial highlights for each of the years or periods presented, in conformity with accounting principles generally accepted in the United States of America.

 

 

 

BBD, LLP

 

Philadelphia, Pennsylvania
January 26, 2016

 

35


LYRICAL FUNDS
ABOUT YOUR FUNDS’ EXPENSES (Unaudited)


 

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

 

A mutual fund’s ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The expenses in the table below are based on an investment of $1,000 made at the beginning of the most recent period (June 1, 2015) and held until the end of the period (November 30, 2015).

 

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

 

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

 

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

 

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

 

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

 

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

 

36


LYRICAL FUNDS
ABOUT YOUR FUNDS’ EXPENSES (Unaudited) (Continued)


 

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

 


Beginning

Account Value

June 1, 2015

Ending
Account Value
November 30, 2015

Net
Expense

Ratio(a)

Expenses

Paid During

Period(b)

Lyrical U.S. Value Equity Fund

Institutional Class

       

Actual

$1,000.00

$923.20

1.39%

$6.70

Hypothetical 5% Return (before expenses)

$1,000.00

$1,018.10

1.39%

$7.03

Investor Class

       

Actual

$1,000.00

$921.30

1.69%

$8.14

Hypothetical 5% Return (before expenses)

$1,000.00

$1,016.60

1.69%

$8.54

Lyrical U.S. Hedged Value Fund

Institutional Class

       

Actual

$1,000.00

$ 922.00

3.30%

$15.90

Hypothetical 5% Return (before expenses)

$1,000.00

$ 1,008.52

3.30%

$16.62

Investor Class

       

Actual

$1,000.00

$920.80

3.55%

$17.09

Hypothetical 5% Return (before expenses)

$1,000.00

$1,007.27

3.55%

$17.86


 

(a)

Annualized, based on the Fund's most recent one-half year expenses.

 

(b)

Expenses are equal to the Funds' annualized expense ratio multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

 

37


LYRICAL FUNDS
OTHER INFORMATION (Unaudited)


 

A description of the policies and procedures that the Funds use to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-888-884-8099, or on the SEC’s website at http://www.sec.gov. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge upon request by calling toll-free 1-888-884-8099, or on the SEC’s website at http://www.sec.gov.

 

The Trust files a complete listing of portfolio holdings for the Funds with the SEC as of the end of the first and third quarters of each fiscal year on Form N-Q. These filings are available upon request by calling 1-888-884-8099. Furthermore, you may obtain a copy of the filings on the SEC’s website at http://www.sec.gov. The Trust’s Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

FEDERAL TAX INFORMATION (Unaudited)


 

In accordance with federal tax requirements, the following provides shareholders with information concerning distributions from ordinary income and net realized gains made by each Fund during the fiscal year ended November 30, 2015. Certain dividends paid by the Funds may be subject to a maximum tax rate of 23.8%, as provided by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Lyrical U.S. Value Equity Fund and Lyrical U.S. Hedged Value Fund intend to designate up to a maximum amount of $7,785,983 and $70, respectively, as taxed at a maximum rate of 23.8%. Additionally, Lyrical U.S. Value Equity Fund and Lyrical U.S. Hedged Value Fund intend to designate up to a maximum amount of $4,266,081 and $41, respectively, as a long-term capital gain distributions. As required by federal regulations, complete information was computed and reported in conjunction with your 2014 Form 1099-DIV.

 

38


LYRICAL FUNDS
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited)


 

Overall responsibility for management of the Funds rests with the Board of Trustees. The Trustees serve during the lifetime of the Trust and until its termination, or until death, resignation, retirement or removal. The Trustees, in turn, elect the officers of the Funds to actively supervise its day-to-day operations. The officers have been elected for an annual term. Unless otherwise noted, each Trustee’s and officer’s address is 225 Pictoria Drive, Suite 450, Cincinatti, Ohio 45246. The following are the Trustees and executive officers of the Funds as of January 26, 2016:

 

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*
Year of Birth: 1957

Since February 2012

Trustee
(February 2012 to present)

 

President
(June 2012 to October 2013)

Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC (1999 to present)

21

None

Independent Trustees:

 

 

 

 

 

Janine L. Cohen
Year of Birth: 1952

Since January 2016

Trustee

Retired since 2013; Chief Financial Officer from 2004 to 2013 and Chief Compliance Officer from 2008 to 2013 at AER Advisors, Inc.

21

None

John C. Davis
Year of Birth: 1952

Since June 2012

Chairman
(July 2014 to present)

 

Trustee
(June 2012 to present)

Consultant since May 2011; Retired Partner of PricewaterhouseCoopers LLP (1974-2010)

21

None

 

39


LYRICAL FUNDS
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited) (Continued)


 

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

David M. Deptula
Year of Birth: 1958

Since June 2012

Trustee

Vice President of Legal and Special Projects at Dayton Freight Lines, Inc. since February 2016; Vice President of Tax at The Standard Register Company from 2011 to 2016; Tax Partner at Deloitte Tax LLP from 1984 to 2011

21

None

John J. Discepoli
Year of Birth: 1963

Since June 2012

Trustee

Owner of Discepoli Financial Planning, LLC (personal financial planning company) since November 2004

21

None

 

*

Mr. Dorsey is considered an “interested person” of the Trust within the meaning of Section 2(a)(19) of the 1940 Act, as amended, 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

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 and Lyrical U.S. Hedged Value Fund

Managing Director of Lyrical Asset Management LP (2008 to present)

 

40


LYRICAL FUNDS
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited) (Continued)


 

Name and
Year of Birth

Length of Time
Served

Position Held
with the Trust

Principal Occupation(s)
During Past 5 Years

David R. Carson
Year of Birth: 1958

Since April 2013

President
(October 2013 to present)

 

Vice President
(April 2013 to October 2013)

Vice President and Director of Client Strategies of Ultimus Fund Solutions, LLC (2013 to present); Chief Compliance Officer, FSI LBAR Fund (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).

Jennifer L. Leamer
Year of Birth: 1976

Since April 2014

Treasurer
(October 2014 to present)

 

Assistant Treasurer
(April 2014 to October 2014)

Vice President, Mutual Fund Controller of Ultimus Fund Solutions, LLC (2014 to present); Business Analyst of Ultimus Fund Solutions, LLC (2007 to 2014)

Bo J. Howell
Year of Birth: 1981

Since October 2014

Secretary (April 2015 to present); Assistant Secretary (October 2014 to April 2015)

Vice President, Director of Fund Administration for Ultimus Fund Solutions, LLC (2014 to present); Counsel – Securities and Mutual Funds for Western & Southern Financial Group (2012 to 2014); U.S. Securities and Exchange Commission, Senior Counsel (2009 to 2012)

Charles C. Black

Year of Birth: 1979

Since April

2015

Chief Compliance Officer (January 2016 to present)

 

Assistant Chief Compliance Officer (April 2015 to January 2016)

Senior Compliance Officer of Ultimus Fund Solutions, LLC (2015 to present); Senior Compliance Manager for Touchstone Mutual Funds (2013 to 2015); Senior Compliance Manager for Fund Evaluation Group (2011 to 2013); Regulatory Administration Specialist for JPMorgan Chase Bank (2006 to 2011)

 

Additional information about members of the Board and executive officers is available in each Fund’s Statement of Additional Information (“SAI”). To obtain a free copy of the SAI, please call 1-888-884-8099.

 

41


LYRICAL FUNDS
DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited)


 

The Board of Trustees (the “Board”), including the Independent Trustees voting separately, has reviewed and approved each Fund’s Investment Advisory Agreement with Lyrical Asset Management LP (the “Adviser”) for an additional annual term. Approval took place at an in-person meeting held on October 20, 2015, at which all of the Trustees were present.

 

In the course of their deliberations, the Board was advised by legal counsel. The Board received and reviewed a substantial amount of information provided by the Adviser in response to requests of the Board and its counsel.

 

In considering the Investment Advisory Agreement and reaching their conclusions with respect thereto, the Board reviewed and analyzed various factors that they determined were relevant, including the factors described below.

 

The nature, extent, and quality of the services provided by the Adviser. In this regard, the Board reviewed the services being provided by the Adviser to the Funds including, without limitation, its investment advisory services since each Fund’s inception, the Adviser’s compliance procedures and practices, and its efforts to promote the Funds, and assist in their distribution. The Board also noted that the Funds’ Principal Executive Officer is an employee of the Adviser and serves the Funds without additional compensation. After reviewing the foregoing information and further information regarding the Adviser’s business, the Board concluded that the quality, extent, and nature of the services provided by the Adviser were satisfactory and adequate for the Funds.

 

The investment performance of the Funds. In this regard, the Board compared the performance of each Fund with the performance of its benchmark index, custom peer group, and Morningstar categories. The Board also considered the consistency of the Adviser’s management with each Fund’s investment objective and policies. Following discussion of the investment performance of each Fund, the Adviser’s experience in managing mutual funds, private funds, and separate accounts, its historical investment performance, and other factors, the Board concluded that the investment performance of each Fund has been satisfactory.

 

The costs of the services provided and profits realized by the Adviser and its affiliates from its relationship with the Funds. In this regard, the Board considered the Adviser’s staffing and methods of operating; the education and experience of its personnel; its compliance program; its financial condition and the level of commitment to the Funds; the asset level of each Fund; the overall expenses of each Fund, including the advisory fee; and the differences in fees and services to the Adviser’s other similar clients. The Board discussed the Adviser’s Expense Limitation Agreement (the “ELA”) with the Funds, and considered the Adviser’s current and past fee reductions and expense reimbursements for the Funds. The Board further took into account the Adviser’s willingness to continue the ELA for the Funds until at least March 31, 2017.

 

42


LYRICAL FUNDS
DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited) (Continued)


 

The Board also considered potential benefits for the Adviser in managing the Funds, including promotion of the Adviser’s name. The Board compared each Fund’s advisory fee and overall expense ratio to the average and median advisory fees and expense ratios for its peer group and Morningstar categories and fees charged to the Adviser’s other client accounts. In considering the comparison in fees and expense ratios between the Funds and other comparable funds, the Board looked at the differences in types of funds being compared, the style of investment management, the size of the Funds, and the nature of the investment strategies. The Board noted that each Fund’s advisory fee was higher than the average advisory fee for the Fund’s peer group and Morningstar category. The Board also considered the Adviser’s commitment to limit each Fund’s expenses under the ELA. The Board further noted that the overall expense ratios for each Fund was higher than the average and median expense ratio for the Fund’s peer group and Morningstar category. The Board also compared the fees paid by each Fund to the fees paid by other clients of the Adviser, and considered the similarities and differences of services received by such other clients as compared to the services provided to the Fund. Following these comparisons and upon further consideration of the foregoing, the Board concluded that for each Fund the advisory fees paid to the Adviser by each Fund were fair and reasonable.

 

The extent to which economies of scale would be realized as the Funds grow and whether advisory fee levels reflect these economies of scale for the benefit of the Funds’ investors. In this regard, the Board considered that for each Fund the fee arrangements with the Adviser involve both the advisory fee and the ELA. The Board determined that while the advisory fee for each Fund remains the same as asset levels increase, the shareholders of the Lyrical U.S. Value Equity Fund have experienced benefits from the ELA and shareholders of the Lyrical U.S. Hedged Value Fund will continue to experience benefits from the ELA until the Fund’s assets grow to a level where its expenses otherwise fall below the expense limit. Following further consideration of the asset levels for each Fund, expectations for growth, and level of fees, the Board determined that the fee arrangements with the Adviser will continue to provide benefits and that each Fund’s arrangements were fair and reasonable in relation to the nature and quality of services being provided by the Adviser.

 

Brokerage and portfolio transactions. In this regard, the Board considered the Adviser’s policies and procedures and performance in seeking best execution for its clients, including the Funds. The Board also considered the historical portfolio turnover rate for each Fund; the process by which evaluations are made of the overall reasonableness of commissions paid; the method and basis for selecting and evaluating broker-dealers; and any anticipated allocation of portfolio business to persons affiliated with the Adviser. After further review and discussion, the Board determined that the Adviser’s practices regarding brokerage and portfolio transactions are satisfactory.

 

43


LYRICAL FUNDS
DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited) (Continued)


 

Possible conflicts of interest. In evaluating the possibility for conflicts of interest, the Board considered such matters as the experience and abilities of the advisory personnel assigned to the Funds; the Adviser’s process for allocating trades among the Funds and its other clients; and the substance and administration of the Adviser’s code of ethics. Following further consideration and discussion, the Board found that the Adviser’s standards and practices relating to the identification and mitigation of potential conflicts of interests were satisfactory.

 

Conclusion

After full consideration of the above factors as well as other factors, the Board unanimously concluded that approval of the continuance of the Investment Advisory Agreement was in the best interests of each Fund and its shareholders.

 

44


 

 

 

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RYAN LABS CORE BOND FUND

(RLCBX)

 

RYAN LABS LONG CREDIT FUND

(RLLCX)

 

 

 

 

Annual Report

November 30, 2015

 


RYAN LABS FUNDS
LETTER TO SHAREHOLDERS

December 14, 2015


 

Dear Shareholders,

 

Following is the Annual Report to shareholders of Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund (collectively, the “Funds”) for the periods ended November 30, 2015. On behalf of the investment manager, Ryan Labs Asset Management, Inc., we would like to thank you for your continued investment.

 

MARKET SUMMARY

Most of the second half of 2015 was extremely volatile in both equity and credit markets. Spreads widened throughout the quarter with names in energy, metals, and mining companies trading at some of their widest spreads over the past 5 years, propelled by volatility in commodity prices. After West Texas Intermediate crude oil recovered to about $60 per barrel in the first half of 2015, the price plunged all the way to $38.24 per barrel in August. Copper, which saw highs of the year in May at $2.95 per pound, was near an annual low by November at $2.04 per pound. Commodities have continued to retest their yearly lows. There has also been pushback by credit investors on corporate fundamentals, particularly in non-financial credit. Leverage, measured a number of different ways such as Debt/EBITDA, is even higher than 2007 levels in non-financial corporates. Low all-in yields at this stage of the credit cycle have continued to attract debt issuance and debt-fueled merger and acquisition activity, while top line growth at many firms has been low. Year to date through November 30, 2015, issuance in the investment-grade corporate debt market was $1.17 trillion, with financials and health care issuers leading the debt market. The mortgage and securitized sectors came under increased pressure along with other risk sectors and actually underperformed corporate bonds with similar ratings.

 

RYAN LABS CORE BOND FUND

INVESTMENT PHILOSOPHY

The investment objective of Ryan Labs Core Bond Fund (the “Core Bond Fund”) is to seek total return (consisting of current income and capital appreciation) versus the Barclays U.S. Aggregate Bond Index (the “Core Bond Benchmark”). The Core Bond Fund seeks this investment objective while providing protection against interest rate risk. We attempt to accomplish this investment objective by investing at least 80% of Core Bond Fund assets in U.S. dollar-denominated, investment-grade debt securities. The portfolio’s sensitivity to interest rate changes is intended to track the market for domestic, investment-grade fixed-income securities. The modified duration of the Core Bond Fund’s investment portfolio at the end of each calendar month will typically be within half a year of the Core Bond Benchmark. The primary strategies utilized for value-add are sector rotation, issue selection, and yield curve positioning.

 

1


PERFORMANCE SUMMARY

From the Core Bond Fund’s inception on December 29, 2014 through November 30, 2015, the Fund returned +0.81% compared to the Core Bond Benchmark return of +1.04%, therefore underperforming the Benchmark by 0.23%. For the fiscal quarter ended November 30, 2015, the portfolio returned +0.38% versus the benchmark return of +0.43%.

 

PERFORMANCE DISCUSSION

The Core Bond Fund’s portfolio was overweight corporate bonds and securitized products relative to the Core Bond Benchmark. The portfolio was underweight U.S. Treasuries and government-related securities. October and November were the strongest months in the Corporate Credit market in the second half of the year, posting positive excess returns relative to duration-neutral Treasuries. The 10-year U.S. Treasury traded at a high of 2.49% in June, fell to 1.97% in October, and finally rebounded to 2.20% at the end of November. The year-to-date excess returns, versus duration-neutral U.S. Treasuries, was -1.09% for the Barclays Credit Index and -3.47% for Barclays Long Credit Index. For a historical context, investment grade, fixed income credit spreads in the Core Bond Benchmark ended 2011 at 217 basis points (“bps”), 2012 at 133bps, tightened to 111bps at the end of 2013, widened to 125 bps at the end of 2014, and were at 140 bps at the end of November 2015. Spreads on Financials sector credits ended November 2015 at 129 bps compared to 119 bps in May 2015 and 117 bps at the end of 2014. Industrials sector credit spreads widened to 170 bps in November 2015 from 141 bps at the end of May 2015. Year to date, agency mortgage-backed securities (“MBS”) underperformed duration-neutral U.S. Treasuries by -15 bps, while commercial MBS outperformed by 42 bps and asset-backed securities (“ABS”) outperformed by 55bps.

 

RYAN LABS LONG CREDIT FUND

INVESTMENT PHILOSOPHY

The investment objective of Ryan Labs Long Credit Fund (the “Long Credit Fund”) is to seek total return (consisting of current income and capital appreciation). The benchmark for this strategy is the Barclays U.S. Long Credit Index (the “Long Credit Benchmark”). We attempt to accomplish this investment objective by investing at least 80% of the Long Credit Fund’s assets in U.S. dollar-denominated investment-grade debt securities. The portfolio’s sensitivity to interest rate changes is intended to track the market for domestic, investment-grade fixed-income securities. The modified duration of the Long Credit Fund’s investment portfolio at the end of each calendar month will typically be within half a year of the Long Credit Benchmark. The primary strategies utilized for value-add are sector rotation, issue selection, and yield curve positioning.

 

PERFORMANCE SUMMARY

The inception date of the Long Credit Fund was November 13, 2015. The Long Credit Fund’s total return from inception through November 30, 2015 was 0.71% compared to the Long Credit Benchmark return of 1.08%, therefore underperforming the benchmark by 0.37%. This underperformance was due to uninvested cash in the Fund during the period from Fund launch to November 30, 2015, as the Fund’s assets were allocated to investments.

 

2


OUTLOOK

For both Funds, in terms of domestic and global economic growth, we could see subdued nominal and real growth worldwide as Asian, emerging, and developed market economies struggle with aging demographics, relative currency valuations, high public and private debt loads, severe declines in commodities, and imbalanced fiscal and economic policies. “Lower-for-longer” and the anticipated increase in the Federal Funds rate should lead to a modest flattening in the yield curve. This projected outcome should be supportive for the U.S. Dollar and to the detriment of those sectors and companies with a larger component of U.S. export operations. Equity valuations appear stretched on traditional fundamental metrics, but will likely remain supported by share buybacks, dividends, and merger and acquisition activity. Spreads have cheapened for the past year and a half with intermittent periods of rallies due to fundamental shifts in the corporate landscape and a solid backdrop technically. Almost $1.17 trillion in investment grade corporate debt supply has been priced in 2015 with similar expectations for next year. Net supply is forecast to be in the mid-$500 billion range, so if demand flows continue into the asset class, gross supply should be absorbed at expected spread levels. Relative value opportunity continues in the financials sector, while challenged sectors such as Basic Materials and Energy will remain an area of concern for investors. Absolute and excess return potential is expected to be lower in this rate environment. As to investment grade corporate bonds, the last twelve months have experienced a secular move wider in spreads versus Treasuries, meaning corporate credit has underperformed U.S. Treasury securities. Although this has been an across-the-board move, certainly energy and basic materials credits have performed the worst in the face of lower commodity prices. There are likely investment opportunities here but it’s futile to attempt to pick a bottom. In addition, the spread between A-rated and BBB-rated corporates are at a seven year wide. The only other times in the last 20 years that this spread was wider was the last two recessions.

 

For the Core Bond Fund, in the government-backed mortgage sectors, the Federal Reserve Board has continued to taper and has stopped reinvesting the cash flow and allowing the portfolio to run off. There is also increased discussion on merging Fannie Mae and Freddie Mac into one entity. We actually prefer the wider levels and higher yields prevailing in the market place today as we believe this will offset rising Treasury rates. For 2016, we could expect higher issuance in ABS and credit risk transfer mortgage debt and lower net supply in commercial MBS as bonds continue to mature. We believe the structured risk sector is poised to outperform corporate credit as we move into 2016 after having lagged in the past quarter.

 

 

Sean McShea

 

President, Ryan Labs Asset Management

 

3


Past performance is not predictive of future performance. Investment results and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Performance data current to the most recent month end are available by calling 1-866-561-3087.

 

An investor should consider the investment objectives, risks, charges and expenses of the Funds carefully before investing. The Funds’ prospectus contains this and other important information. To obtain a copy of the Funds’ prospectus, please visit our website at www.ryanlabsfunds.com or call 1-866-561-3087 and a copy will be sent to you free of charge. Please read the prospectus carefully before you invest. Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund are distributed by Ultimus Fund Distributors, LLC.

 

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

 

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

 

4


RYAN LABS CORE BOND FUND
PERFORMANCE INFORMATION
November 30, 2015 (Unaudited)


 

Comparison of the Change in Value of a $10,000 Investment in
Ryan Labs Core Bond Fund versus the
Barclays U.S. Aggregate Bond Index

 

 

Total Returns
For the Period Ended November 30, 2015

 

Since
Inception
(b)

Ryan Labs Core Bond Fund(a)

0.81%

Barclays U.S. Aggregate Bond Index

1.04%

 

(a)

The Fund’s total return does not reflect the deduction of taxes that a shareholder would pay on Fund distributions, if any, or the redemption of shares.

 

(b)

The Fund commenced operations on December 29, 2014.

 

5


RYAN LABS LONG CREDIT FUND
PERFORMANCE INFORMATION
November 30, 2015 (Unaudited)


 

Comparison of the Change in Value of a $10,000 Investment in
Ryan Labs Long Credit Fund versus the Barclays U.S. Long Credit Index

 

 

Total Returns
For the Period Ended November 30, 2015

 

Since
Inception
(b)

Ryan Labs Long Credit Fund(a)

0.71%

Barclays U.S. Long Credit Index

1.08%

 

(a)

The Fund’s total return does not reflect the deduction of taxes that a shareholder would pay on Fund distributions, if any, or the redemption of shares.

 

(b)

The Fund commenced operations on November 13, 2015.

 

6


RYAN LABS CORE BOND FUND
PORTFOLIO INFORMATION
November 30, 2015 (Unaudited)


 

Asset Allocation (% of Net Assets)

 

 

Top 10 Holdings**


Security Description

% of
Net Assets

U.S. Treasury Notes, 0.750%, due 10/31/17

13.9%

U.S. Treasury Notes, 1.375%, due 10/31/20

11.2%

U.S. Treasury Bonds, 4.500%, due 02/15/36

9.6%

iShares iBoxx $ Investment Grade Corporate Bond ETF

6.2%

Federal National Mortgage Association, Pool #AB5379, 3.500%, due 06/01/42

2.7%

Santander Drive Auto Receivables Trust, Series 2014-4, Class D, 3.100%, due 11/16/20

2.2%

U.S. Treasury Notes, 2.250%, due 11/15/25

1.9%

UBS-Citigroup Commercial Mortgage Trust, Series 2011-C1, Class E, 144A, 6.084%(a), due 01/10/45

1.5%

WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class D, 144A, 5.468%(a), due 02/15/44

1.5%

Commercial Mortgage Trust, Series 2014-KY0, Class E, 144A, 2.547%(a), due 06/11/27

1.5%

 

**

Excludes cash equivalents.

 

(a)

Variable rate security. The rate shown is the effective interest rate as of November 30, 2015.

 

7


RYAN LABS LONG CREDIT FUND
PORTFOLIO INFORMATION
November 30, 2015 (Unaudited)


 

Asset Allocation (% of Net Assets)

 

 

Top 10 Holdings


 

Security Description

% of
Net Assets

U.S. Treasury Notes, 2.250%, due 11/15/25

6.3%

Verizon Communications, Inc., 5.050%, due 03/15/34

4.0%

GE Capital International Funding Company, 144A, 4.418%, due 11/15/35

3.0%

AT&T, Inc., 4.500%, due 05/15/35

2.8%

Wells Fargo & Company, 4.300%, due 07/22/27

2.6%

Microsoft Corporation, 4.200%, due 11/03/35

2.1%

Lockheed Martin Corporation, 4.700%, due 05/15/46

2.0%

Citigroup, Inc., 4.450%, due 09/29/27

2.0%

21st Century Fox America, Inc., 144A, 4.950%, due 10/15/45

2.0%

Novartis Capital Corporation, 4.000%, due 11/20/45

2.0%

 

8


RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS
November 30, 2015


U.S. TREASURY OBLIGATIONS — 40.7%

 

Coupon

 

Maturity

 

Par Value

   

Value

 

U.S. Treasury Notes — 30.6%

             

U.S. Treasury Notes

   

0.750%

 

10/31/17

 

$

9,825,000

   

$

9,790,838

 

U.S. Treasury Notes

   

1.000%

 

11/30/19

   

250,000

     

245,156

 

U.S. Treasury Notes

   

1.375%

 

08/31/20

   

165,000

     

163,008

 

U.S. Treasury Notes

   

1.375%

 

09/30/20

   

170,000

     

167,755

 

U.S. Treasury Notes

   

1.375%

 

10/31/20

   

7,950,000

     

7,841,928

 

U.S. Treasury Notes

   

2.250%

 

04/30/21

   

160,000

     

163,963

 

U.S. Treasury Notes

   

2.000%

 

10/31/21

   

55,000

     

55,415

 

U.S. Treasury Notes

   

1.875%

 

11/30/21

   

25,000

     

24,996

 

U.S. Treasury Notes

   

1.875%

 

10/31/22

   

750,000

     

744,170

 

U.S. Treasury Notes

   

2.000%

 

02/15/23

   

40,000

     

39,986

 

U.S. Treasury Notes

   

1.750%

 

05/15/23

   

170,000

     

166,454

 

U.S. Treasury Notes

   

2.000%

 

02/15/25

   

430,000

     

422,257

 

U.S. Treasury Notes

   

2.125%

 

05/15/25

   

125,000

     

123,936

 

U.S. Treasury Notes

   

2.000%

 

08/15/25

   

225,000

     

220,509

 

U.S. Treasury Notes

   

2.250%

 

11/15/25

   

1,305,000

     

1,308,722

 
                       

21,479,093

 

U.S. Treasury Bonds — 10.1%

                         

U.S. Treasury Bonds

   

4.500%

 

02/15/36

   

5,255,000

     

6,766,837

 

U.S. Treasury Bonds

   

2.500%

 

02/15/45

   

80,000

     

72,000

 

U.S. Treasury Bonds

   

3.000%

 

05/15/45

   

295,000

     

294,723

 
                       

7,133,560

 

Total U.S. Treasury Obligations (Cost $28,526,580)

                   

$

28,612,653

 

 


U.S. GOVERNMENT AGENCY OBLIGATIONS — 0.0% (a)

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Federal National Mortgage Association — 0.0% (a)

             

Federal National Mortgage Association (Cost $30,157)

   

1.125%

 

04/27/17

 

$

30,000

   

$

30,121

 

 

9


RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)


MORTGAGE-BACKED SECURITIES — 23.5%

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Commercial — 11.4%

             

Commercial Mortgage Trust,
Series 2014-KYO, Class D, 144A (b)

   

2.196%

 

06/11/27

 

$

45,000

   

$

44,530

 

Commercial Mortgage Trust,
Series 2014-KYO, Class E, 144A (b)

   

2.547%

 

06/11/27

   

1,045,000

     

1,035,976

 

Commercial Mortgage Trust,
Series 2012-CR4, Class D, 144A (b)

   

4.573%

 

10/15/45

   

20,000

     

18,939

 

Commercial Mortgage Trust,
Series 2013-LC6, Class AM

   

3.282%

 

01/10/46

   

49,000

     

49,475

 

Credit Suisse Mortgage Trust,
Series 2013-IVR3, Class A1, 144A (b)

   

2.500%

 

05/25/43

   

509,855

     

486,613

 

CSAIL Commercial Mortgage Trust,

Series 2015-C3, Class C (b)

   

4.362%

 

08/15/48

   

180,000

     

171,806

 

CSAIL Commercial Mortgage Trust,

Series 2015-C3, Class D (b)

   

3.362%

 

08/15/48

   

160,000

     

121,952

 

CSAIL Commercial Mortgage Trust,

Series 2015-C1, Class C (b)

   

4.301%

 

04/15/50

   

275,000

     

266,834

 

CSAIL Commercial Mortgage Trust,

Series 2015-C2, Class D (b)

   

4.212%

 

06/15/57

   

80,000

     

65,088

 

FREMF Mortgage Trust,

Series 2015-K50, Class B (b) (c)

   

3.778%

 

08/25/25

   

1,000,000

     

867,047

 

J.P. Morgan Chase Commercial

Mortgage Securities Corporation,

Series 2010-C2, Class D, 144A (b)

   

5.542%

 

11/15/43

   

25,000

     

26,149

 

J.P. Morgan Chase Commercial

Mortgage Securities Corporation,

Series 2013-C13, Class C (b)

   

4.055%

 

01/15/46

   

410,000

     

403,418

 

J.P. Morgan Chase Commercial

Mortgage Securities Corporation,

Series 2013-C17, Class C (b)

   

4.887%

 

01/15/47

   

390,000

     

399,490

 

J.P. Morgan Chase Commercial

Mortgage Securities Corporation,

Series 2014-C19, Class C (b)

   

4.676%

 

04/15/47

   

240,000

     

240,946

 

J.P. Morgan Chase Commercial

Mortgage Securities Corporation,

Series 2012-LC9, Class C, 144A (b)

   

4.420%

 

12/15/47

   

20,000

     

20,181

 

J.P. Morgan Chase Commercial

Mortgage Securities Corporation,

Series 2012-LC9, Class E, 144A (b)

   

4.567%

 

12/15/47

   

711,000

     

670,685

 

J.P. Morgan Chase Commercial

Mortgage Securities Corporation,

Series 2015-C28, Class C (b)

   

4.240%

 

10/15/48

   

195,000

     

176,263

 

Starwood Retail Property Trust,

Series 2014-STAR, Class C, 144A (b)

   

2.695%

 

11/15/27

   

45,000

     

44,832

 

 

10


RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)


MORTGAGE-BACKED
SECURITIES — 23.5% (Continued)

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Commercial — 11.4% (Continued)

             

UBS-Citigroup Commercial Mortgage Trust,

Series 2011-C1, Class E, 144A (b)

   

6.084%

 

01/10/45

 

$

1,000,000

   

$

1,088,138

 

Wells Fargo Home Equity Trust,

Series 2005-4, Class M1 (b)

   

0.656%

 

12/25/35

   

730,000

     

696,204

 

WF-RBS Commercial Mortgage Trust,

Series 2011-C2, Class D, 144A (b)

   

5.468%

 

02/15/44

   

1,000,000

     

1,070,271

 

WF-RBS Commercial Mortgage Trust,

Series 2012-C10, Class D, 144A (b)

   

4.456%

 

12/15/45

   

25,000

     

23,744

 
                       

7,988,581

 

Federal Home Loan Mortgage Corporation — 3.8%

                         

Federal Home Loan Mortgage

Corporation, Pool #J19087

   

3.000%

 

05/01/27

   

432,288

     

448,103

 

Federal Home Loan Mortgage

Corporation, Pool #G18481

   

3.000%

 

09/01/28

   

315,993

     

327,552

 

Federal Home Loan Mortgage

Corporation, Pool #A93093

   

4.500%

 

07/01/40

   

147,771

     

161,608

 

Federal Home Loan Mortgage

Corporation, Pool #Q19470

   

3.000%

 

06/01/43

   

251,047

     

252,344

 

Federal Home Loan Mortgage

Corporation, Pool #Q20576

   

3.000%

 

08/01/43

   

444,177

     

446,327

 

Federal Home Loan Mortgage

Corporation, Pool #G08572

   

3.500%

 

02/01/44

   

192,530

     

199,192

 

Federal Home Loan Mortgage

Corporation, Pool #G08677

   

4.000%

 

11/01/45

   

805,115

     

853,427

 
                       

2,688,553

 

Federal National Mortgage Association — 8.0%

                         

Federal National Mortgage Association,

Series 2015-M7, Class AB2

   

2.502%

 

12/25/24

   

80,000

     

78,959

 

Federal National Mortgage Association,

Pool #AJ7494

   

3.000%

 

12/01/26

   

299,933

     

311,613

 

Federal National Mortgage Association,

Pool #AB5490

   

3.000%

 

06/01/27

   

110,240

     

114,530

 

Federal National Mortgage Association,

Pool #AO7976

   

3.000%

 

06/01/27

   

112,114

     

116,495

 

Federal National Mortgage Association,

Pool #AL3773

   

3.000%

 

06/01/28

   

121,317

     

126,063

 

Federal National Mortgage Association,

Pool #AB5379

   

3.500%

 

06/01/42

   

1,833,543

     

1,903,355

 

Federal National Mortgage Association,

Pool #AB6670

   

3.000%

 

10/01/42

   

225,812

     

227,590

 

 

11


RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)


MORTGAGE-BACKED
SECURITIES — 23.5% (Continued)

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Federal National Mortgage Association — 8.0% (Continued)

             

Federal National Mortgage Association,

Pool #AB9350

   

3.000%

 

05/01/43

 

$

200,556

   

$

201,947

 

Federal National Mortgage Association,

Pool #AB9345

   

3.000%

 

05/01/43

   

476,001

     

479,309

 

Federal National Mortgage Association,

Pool #AB9558

   

3.000%

 

06/01/43

   

466,740

     

469,977

 

Federal National Mortgage Association,

Pool #AE0443

   

6.500%

 

06/01/43

   

36,103

     

41,378

 

Federal National Mortgage Association,

Pool #AT5860

   

3.500%

 

06/01/43

   

844,259

     

876,073

 

Federal National Mortgage Association,

Pool #AL4010

   

3.500%

 

07/01/43

   

204,065

     

212,225

 

Federal National Mortgage Association,

Pool #AL5625

   

3.500%

 

03/01/44

   

126,355

     

131,318

 

Federal National Mortgage Association,

Pool #AL5538

   

4.000%

 

07/01/44

   

97,585

     

104,210

 

Federal National Mortgage Association,

Pool #AS5165

   

3.000%

 

06/01/45

   

232,764

     

234,093

 
                       

5,629,135

 

Government National Mortgage Association — 0.3%

                         

Government National Mortgage Association,

Pool #5175

   

4.500%

 

09/20/41

   

139,403

     

151,717

 

Government National Mortgage Association,

Series 2014-14, Class BL

   

2.750%

 

04/16/46

   

36,917

     

37,326

 

Government National Mortgage Association,

Series 2014-75, Class AC

   

2.546%

 

06/16/53

   

33,936

     

34,346

 
                       

223,389

 

Total Mortgage-Backed Securities (Cost $16,602,136)

                   

$

16,529,658

 

 

12


RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)


ASSET-BACKED
SECURITIES — 9.8%

 

Coupon

 

Maturity

 

Par Value

   

Value

 

American Credit Acceptance Receivable Trust,

Series 2014-4, Class C, 144A

   

4.250%

 

10/12/20

 

$

1,000,000

   

$

1,002,229

 

AmeriCredit Automobile Receivables Trust,

Series 2013-5, Class D

   

2.860%

 

12/09/19

   

460,000

     

464,392

 

AmeriCredit Automobile Receivables Trust,

Series 2014-1, Class D

   

2.540%

 

06/08/20

   

75,000

     

75,122

 

AmeriCredit Automobile Receivables Trust,

Series 2014-2, Class D

   

2.570%

 

07/08/20

   

230,000

     

228,408

 

AmeriCredit Automobile Receivables Trust,

Series 2013-4, Class D

   

3.310%

 

10/08/20

   

30,000

     

30,524

 

AmeriCredit Automobile Receivables Trust,

Series 2014-3, Class D

   

3.130%

 

10/08/20

   

250,000

     

251,766

 

AmeriCredit Automobile Receivables Trust,

Series 2014-4, Class D

   

3.070%

 

11/09/20

   

240,000

     

239,227

 

AmeriCredit Automobile Receivables Trust,

Series 2015-2, Class D

   

3.000%

 

06/08/21

   

290,000

     

287,381

 

Avis Budget Rental Car Funding Aesop, LLC,

Series 2012-3A, Class B, 144A

   

3.040%

 

03/20/19

   

50,000

     

49,897

 

Capital Auto Receivables Asset Trust,

Series 2013-4, Class D

   

3.220%

 

05/20/19

   

30,000

     

30,390

 

Capital Auto Receivables Asset Trust,

Series 2014-2, Class C

   

2.410%

 

05/20/19

   

90,000

     

90,611

 

Capital Auto Receivables Asset Trust,

Series 2014-1, Class D

   

3.390%

 

07/22/19

   

330,000

     

335,539

 

Capital Auto Receivables Asset Trust,

Series 2014-2, Class D

   

2.810%

 

08/20/19

   

75,000

     

75,628

 

Capital Auto Receivables Asset Trust,

Series 2014-3, Class D

   

3.140%

 

02/20/20

   

300,000

     

299,801

 

Cronos Containers Program Ltd.,

Series 2013-1A, Class A, 144A

   

3.080%

 

04/18/28

   

29,667

     

29,296

 

Exeter Automobile Receivables Trust,

Series 2014-1A, Class C, 144A

   

3.570%

 

07/15/19

   

60,000

     

60,165

 

Exeter Automobile Receivables Trust,

Series 2014-2A, Class C, 144A

   

3.260%

 

12/16/19

   

40,000

     

39,475

 

MVW Owner Trust,

Series 2013-1A, Class B, 144A

   

2.740%

 

04/22/30

   

18,945

     

18,804

 

Santander Drive Auto Receivables Trust,

Series 2014-2, Class D

   

2.760%

 

02/18/20

   

160,000

     

159,667

 

Santander Drive Auto Receivables Trust,

Series 2014-3, Class D

   

2.650%

 

08/17/20

   

240,000

     

240,039

 

Santander Drive Auto Receivables Trust,

Series 2014-4, Class D

   

3.100%

 

11/16/20

   

1,540,000

     

1,545,834

 

Santander Drive Auto Receivables Trust,

Series 2014-5, Class D

   

3.210%

 

01/15/21

   

40,000

     

40,378

 

 

13


RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)


ASSET-BACKED
SECURITIES — 9.8% (Continued)

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Santander Drive Auto Receivables Trust,

Series 2015-1, Class D

   

3.240%

 

04/15/21

 

$

150,000

   

$

149,781

 

Santander Drive Auto Receivables Trust,

Series 2015-2, Class D

   

3.020%

 

04/15/21

   

135,000

     

132,350

 

Santander Drive Auto Receivables Trust,

Series 2015-3, Class D

   

3.490%

 

05/17/21

   

545,000

     

543,002

 

Santander Drive Auto Receivables Trust,

Series 2015-4, Class D

   

3.530%

 

08/16/21

   

170,000

     

169,649

 

Sierra Receivables Funding Company, LLC,

Series 2013-3A, Class B, 144A

   

2.700%

 

10/20/30

   

10,178

     

10,190

 

Structured Agency Credit Risk Debt Notes,

Series 15-DN1, Class M2 (b)

   

2.596%

 

01/25/25

   

150,000

     

151,974

 

Structured Agency Credit Risk Debt Notes,

Series 15-DNA1, Class M2 (b)

   

2.046%

 

10/25/27

   

115,000

     

113,700

 

Total Asset-Backed Securities (Cost $6,866,524)

                   

$

6,865,219

 

 


CORPORATE BONDS — 14.9%

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Consumer Discretionary — 2.0%

             

AmerisourceBergen Corporation

   

3.400%

 

05/15/24

 

$

35,000

   

$

34,315

 

AmerisourceBergen Corporation

   

4.250%

 

03/01/45

   

205,000

     

187,447

 

Coach, Inc.

   

4.250%

 

04/01/25

   

115,000

     

109,241

 

Comcast Corporation

   

3.600%

 

03/01/24

   

510,000

     

532,311

 

Comcast Corporation

   

4.200%

 

08/15/34

   

100,000

     

99,131

 

DIRECTV Holdings, LLC

   

4.600%

 

02/15/21

   

315,000

     

337,351

 

Dr Pepper Snapple Group, Inc.

   

3.400%

 

11/15/25

   

20,000

     

19,735

 

Newell Rubbermaid, Inc.

   

3.900%

 

11/01/25

   

15,000

     

14,902

 

Penske Truck Leasing Company, L.P., 144A

   

3.300%

 

04/01/21

   

30,000

     

29,869

 
                       

1,364,302

 

Energy — 0.5%

                         

Ensco plc

   

5.200%

 

03/15/25

   

35,000

     

28,837

 

Ensco plc

   

5.750%

 

10/01/44

   

90,000

     

69,647

 

Noble Holding International Ltd.

   

5.950%

 

04/01/25

   

15,000

     

12,021

 

Noble Holding International Ltd.

   

6.950%

 

04/01/45

   

240,000

     

173,393

 

ONEOK Partners, L.P.

   

3.375%

 

10/01/22

   

15,000

     

12,808

 

Rowan Companies, Inc.

   

4.750%

 

01/15/24

   

30,000

     

23,248

 

Total Capital Canada Ltd.

   

1.550%

 

06/28/17

   

40,000

     

40,179

 

Total Capital Canada Ltd.

   

1.450%

 

01/15/18

   

15,000

     

14,982

 
                       

375,115

 

 

14


RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)


CORPORATE BONDS — 14.9%
(Continued)

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Financials — 5.8%

             

American Express Company

   

7.000%

 

03/19/18

 

$

35,000

   

$

39,042

 

Bank of America Corporation

   

1.650%

 

03/26/18

   

245,000

     

244,671

 

Bank of America Corporation

   

7.625%

 

06/01/19

   

175,000

     

205,069

 

Bank of America Corporation

   

5.875%

 

01/05/21

   

135,000

     

153,930

 

BB&T Corporation

   

2.050%

 

06/19/18

   

20,000

     

20,060

 

Bear Stearns Companies, LLC

   

7.250%

 

02/01/18

   

320,000

     

356,445

 

BNP Paribas

   

2.400%

 

12/12/18

   

230,000

     

232,600

 

Citigroup, Inc.

   

3.300%

 

04/27/25

   

185,000

     

182,175

 

Duke Realty, L.P.

   

3.750%

 

12/01/24

   

35,000

     

34,076

 

Ford Motor Credit Company, LLC

   

5.875%

 

08/02/21

   

230,000

     

258,367

 

Goldman Sachs Group, Inc.

   

6.250%

 

09/01/17

   

275,000

     

297,001

 

Goldman Sachs Group, Inc.

   

2.625%

 

01/31/19

   

300,000

     

305,398

 

Goldman Sachs Group, Inc.

   

2.750%

 

09/15/20

   

190,000

     

191,194

 

Hospitality Properties Trust

   

4.500%

 

03/15/25

   

110,000

     

107,568

 

Huntington Bancshares, Inc.

   

2.600%

 

08/02/18

   

115,000

     

115,882

 

JPMorgan Chase & Company

   

2.250%

 

01/23/20

   

345,000

     

343,833

 

JPMorgan Chase & Company

   

4.950%

 

06/01/45

   

230,000

     

232,636

 

Morgan Stanley

   

5.550%

 

04/27/17

   

20,000

     

21,101

 

Stifel Financial Corporation

   

3.500%

 

12/01/20

   

340,000

     

338,648

 

SunTrust Banks, Inc.

   

2.350%

 

11/01/18

   

15,000

     

15,098

 

Ventas Realty, L.P.

   

2.000%

 

02/15/18

   

10,000

     

9,991

 

Wells Fargo & Company

   

4.300%

 

07/22/27

   

370,000

     

380,947

 
                     

4,085,732

 

Health Care — 3.0%

                         

AbbVie, Inc.

   

4.700%

 

05/14/45

   

245,000

     

240,757

 

Actavis Funding SCS

   

3.450%

 

03/15/22

   

25,000

     

25,280

 

Actavis Funding SCS

   

4.750%

 

03/15/45

   

405,000

     

403,775

 

Actavis, Inc.

   

1.875%

 

10/01/17

   

30,000

     

30,046

 

Amgen, Inc.

   

2.200%

 

05/22/19

   

125,000

     

124,918

 

Amgen, Inc.

   

3.125%

 

05/01/25

   

40,000

     

38,154

 

Amgen, Inc.

   

4.400%

 

05/01/45

   

360,000

     

334,732

 

Biogen, Inc.

   

4.050%

 

09/15/25

   

385,000

     

388,100

 

Celgene Corporation

   

3.875%

 

08/15/25

   

10,000

     

9,960

 

Celgene Corporation

   

5.000%

 

08/15/45

   

185,000

     

184,985

 

Gilead Sciences, Inc.

   

3.250%

 

09/01/22

   

15,000

     

15,188

 

Gilead Sciences, Inc.

   

3.650%

 

03/01/26

   

45,000

     

45,423

 

McKesson Corporation

   

2.284%

 

03/15/19

   

15,000

     

15,024

 

Medtronic, Inc.

   

2.500%

 

03/15/20

   

30,000

     

30,382

 

Medtronic, Inc.

   

4.625%

 

03/15/45

   

120,000

     

123,192

 

Mylan, Inc.

   

1.800%

 

06/24/16

   

10,000

     

9,992

 

 

15


RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)


CORPORATE BONDS — 14.9%
(Continued)

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Health Care — 3.0% (Continued)

             

Mylan, Inc.

   

2.550%

 

03/28/19

 

$

70,000

   

$

68,635

 

UnitedHealth Group, Inc.

   

1.400%

 

12/15/17

   

10,000

     

9,993

 

Welltower, Inc.

   

2.250%

 

03/15/18

   

25,000

     

24,987

 
                       

2,123,523

 

Industrials — 0.5%

                         

Glencore Funding, LLC, 144A

   

2.500%

 

01/15/19

   

55,000

     

45,100

 

Lockheed Martin Corporation

   

3.800%

 

03/01/45

   

355,000

     

314,946

 
                       

360,046

 

Information Technology — 0.7%

                         

Broadcom Corporation

   

2.700%

 

11/01/18

   

15,000

     

15,173

 

Microsoft Corporation

   

3.500%

 

02/12/35

   

355,000

     

326,536

 

Motorola Solutions, Inc.

   

3.750%

 

05/15/22

   

120,000

     

111,043

 

QUALCOMM, Inc.

   

3.000%

 

05/20/22

   

10,000

     

9,677

 

QUALCOMM, Inc.

   

4.650%

 

05/20/35

   

20,000

     

17,591

 
                       

480,020

 

Materials — 1.0%

                       

Agrium, Inc.

   

3.375%

 

03/15/25

   

105,000

     

97,164

 

Ecolab, Inc.

   

1.450%

 

12/08/17

   

125,000

     

124,266

 

Freeport-McMoRan, Inc.

   

2.375%

 

03/15/18

   

200,000

     

170,086

 

LyondellBasell Industries N.V.

   

5.000%

 

04/15/19

   

65,000

     

69,831

 

Southern Copper Corporation

   

3.875%

 

04/23/25

   

290,000

     

262,776

 
                       

724,123

 

Telecommunication Services — 0.8%

                       

AT&T, Inc.

   

3.400%

 

05/15/25

   

25,000

     

24,261

 

Verizon Communications, Inc.

   

2.500%

 

09/15/16

   

103,000

     

104,184

 

Verizon Communications, Inc.

   

6.350%

 

04/01/19

   

10,000

     

11,364

 

Verizon Communications, Inc.

   

4.500%

 

09/15/20

   

15,000

     

16,286

 

Verizon Communications, Inc.

   

4.150%

 

03/15/24

   

25,000

     

26,188

 

Verizon Communications, Inc.

   

6.550%

 

09/15/43

   

295,000

     

355,717

 
                       

538,000

 

Utilities — 0.6%

                         

Buckeye Partners, L.P.

   

2.650%

 

11/15/18

   

125,000

     

121,440

 

Duke Energy Carolinas, LLC

   

5.300%

 

02/15/40

   

105,000

     

121,339

 

Electricite de France S.A., 144A

   

3.625%

 

10/13/25

   

20,000

     

19,794

 

Oglethorpe Power Corporation

   

6.100%

 

03/15/19

   

60,000

     

66,457

 

PacifiCorp

   

4.100%

 

02/01/42

   

105,000

     

102,399

 
                       

431,429

 

Total Corporate Bonds (Cost $10,593,804)

                   

$

10,482,290

 

 

16


RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)


INTERNATIONAL BONDS — 0.2%

 

Coupon

 

Maturity

 

Par Value

   

Value

 

United Mexican States (Cost $124,847)

   

4.000%

 

10/02/23

 

$

120,000

   

$

122,400

 

 


EXCHANGE-TRADED FUNDS — 6.2%

 

Shares

   

Value

 

iShares iBoxx $ Investment Grade Corporate Bond ETF (Cost $4,293,477)

   

37,273

   

$

4,320,313

 

 


MONEY MARKET FUNDS — 12.7%

 

Shares

   

Value

 

Fidelity Institutional Money Market Government Portfolio - Class I, 0.01% (d)

   

5,592,210

   

$

5,592,210

 

Invesco Short-Term Investments Trust - Treasury Portfolio - Institutional Shares, 0.02% (d)

   

3,346,384

     

3,346,384

 

Total Money Market Funds (Cost $8,938,594)

         

$

8,938,594

 
                 

Total Investments at Value — 108.0% (Cost $75,976,119)

         

$

75,901,248

 
                 

Liabilities in Excess of Other Assets — (8.0%)

           

(5,644,022

)

                 

Net Assets — 100.0%

         

$

70,257,226

 

 

144A -

This is a restricted security that was acquired in a transaction exempt from Rule 144A of the Securities Act of 1933. This security may be sold in transactions exempt from registration, normally to qualified institutional buyers. The total value of such securities is $5,834,877 at November 30, 2015, representing 8.3% of net assets.

 

(a)

Percentage rounds to less than 0.1%.

 

(b)

Variable rate security. The rate shown is the effective interest rate as of November 30, 2015.

 

(c)

Security value has been determined in good faith by the Board of Trustees. The total value of such securities is $867,047 at November 30, 2015, representing 1.2% of net assets (Note 2).

 

(d)

The rate shown is the 7-day effective yield as of November 30, 2015.

 

See accompanying notes to financial statements.

 

17


RYAN LABS LONG CREDIT FUND
SCHEDULE OF INVESTMENTS
November 30, 2015


U.S. TREASURY OBLIGATIONS — 7.4%

 

Coupon

 

Maturity

 

Par Value

   

Value

 

U.S. Treasury Notes — 6.4%

             

U.S. Treasury Notes

   

2.250%

 

11/15/25

 

$

3,140,000

   

$

3,148,955

 

U.S. Treasury Notes

   

4.750%

 

02/15/37

   

50,000

     

66,576

 
                       

3,215,531

 

U.S. Treasury Bonds — 1.0%

                         

U.S. Treasury Bonds

   

2.875%

 

08/15/45

   

490,000

     

477,999

 

Total U.S. Treasury Obligations (Cost $3,665,680)

                   

$

3,693,530

 

 


MUNICIPAL BONDS — 5.3%

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Bay Area, CA, Toll Authority Toll Bridge, Revenue

   

6.263%

 

04/01/49

 

$

580,000

   

$

774,961

 

California State, Build America Bonds, GO

   

7.550%

 

04/01/39

   

500,000

     

738,460

 

Chicago, IL, Transit Authority Sales & Transfer Tax Receipts,

Pension Funding, Series A, Revenue

   

6.899%

 

12/01/40

   

95,000

     

110,248

 

Chicago, IL, Transit Authority Sales & Transfer Tax Receipts,

Series B, Revenue

   

6.899%

 

12/01/40

   

50,000

     

58,025

 

New York State Dormitory Authority Personal Income Tax Revenue Build America Bonds, Revenue

   

5.389%

 

03/15/40

   

750,000

     

899,625

 

New York, NY, Build America Bonds, GO

   

5.206%

 

10/01/31

   

65,000

     

72,857

 

Total Municipal Bonds (Cost $2,637,138)

                   

$

2,654,176

 

 


CORPORATE BONDS — 80.8%

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Consumer Discretionary — 6.1%

             

21st Century Fox America, Inc., 144A

   

4.950%

 

10/15/45

 

$

980,000

   

$

992,060

 

Dr Pepper Snapple Group, Inc.

   

4.500%

 

11/15/45

   

200,000

     

196,871

 

Hasbro, Inc.

   

6.350%

 

03/15/40

   

300,000

     

332,786

 

Time Warner, Inc.

   

7.700%

 

05/01/32

   

25,000

     

31,856

 

Time Warner, Inc.

   

6.750%

 

06/15/39

   

200,000

     

206,411

 

 

18


RYAN LABS LONG CREDIT FUND
SCHEDULE OF INVESTMENTS (Continued)


CORPORATE BONDS — 80.8%

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Consumer Discretionary — 6.1% (Continued)

             

Time Warner, Inc.

   

4.850%

 

07/15/45

 

$

1,000,000

   

$

973,990

 

Viacom, Inc.

   

5.250%

 

04/01/44

   

400,000

     

341,090

 
                     

3,075,064

 

Energy — 7.1%

                         

Energy Transfer Partners, L.P.

   

6.500%

 

02/01/42

   

600,000

     

534,700

 

EnLink Midstream Partners, L.P.

   

5.050%

 

04/01/45

   

200,000

     

154,716

 

Enterprise Products Operating, L.P.

   

5.100%

 

02/15/45

   

500,000

     

454,287

 

Kinder Morgan Energy Partners, L.P.

   

6.500%

 

09/01/39

   

550,000

     

471,835

 

Noble Holding International Ltd.

   

6.950%

 

04/01/45

   

400,000

     

288,988

 

Petroleos Mexicanos

   

5.500%

 

06/27/44

   

455,000

     

375,375

 

Rio Tinto Finance USA Ltd.

   

3.750%

 

06/15/25

   

490,000

     

468,806

 

Rowan Companies, Inc.

   

5.850%

 

01/15/44

   

490,000

     

342,314

 

Williams Partners, L.P.

   

4.000%

 

09/15/25

   

575,000

     

469,609

 
                       

3,560,630

 

Financials — 21.1%

                         

Alleghany Corporation

   

4.900%

 

09/15/44

   

490,000

     

475,255

 

Citigroup, Inc.

   

4.450%

 

09/29/27

   

1,000,000

     

999,411

 

GE Capital International Funding Company, 144A

   

4.418%

 

11/15/35

   

1,460,000

     

1,497,653

 

Goldman Sachs Group, Inc.

   

4.750%

 

10/21/45

   

780,000

     

779,911

 

Hospitality Properties Trust

   

4.650%

 

03/15/24

   

630,000

     

622,650

 

HSBC Bank USA

   

5.875%

 

11/01/34

   

500,000

     

583,212

 

JPMorgan Chase & Company

   

4.950%

 

06/01/45

   

700,000

     

708,023

 

Lincoln National Corporation

   

7.000%

 

06/15/40

   

400,000

     

503,644

 

MetLife, Inc.

   

4.875%

 

11/13/43

   

500,000

     

525,345

 

Protective Life Corporation

   

8.450%

 

10/15/39

   

400,000

     

529,703

 

Santander Issuances, S.A.

   

5.179%

 

11/19/25

   

400,000

     

401,640

 

Societe Generale, 144A

   

4.750%

 

11/24/25

   

500,000

     

493,516

 

Teachers Insurance & Annuity Association, 144A

   

4.900%

 

09/15/44

   

675,000

     

693,178

 

UBS Group Funding, 144A

   

4.125%

 

09/24/25

   

500,000

     

502,193

 

Wells Fargo & Company

   

4.300%

 

07/22/27

   

1,250,000

     

1,286,984

 
                       

10,602,318

 

Health Care — 10.3%

                         

AbbVie, Inc.

   

4.700%

 

05/14/45

   

540,000

     

530,647

 

Amgen, Inc.

   

4.400%

 

05/01/45

   

250,000

     

232,453

 

Baxalta, Inc., 144A

   

4.000%

 

06/23/25

   

500,000

     

495,469

 

Biogen, Inc.

   

5.200%

 

09/15/45

   

500,000

     

502,024

 

Gilead Sciences, Inc.

   

4.750%

 

03/01/46

   

600,000

     

609,548

 

Koninklijke Philips N.V.

   

5.000%

 

03/15/42

   

300,000

     

292,443

 

 

19


RYAN LABS LONG CREDIT FUND
SCHEDULE OF INVESTMENTS (Continued)


CORPORATE BONDS — 80.8%
(Continued)

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Health Care — 10.3% (Continued)

             

Laboratory Corporation of America Holdings

   

4.700%

 

02/01/45

 

$

540,000

   

$

493,733

 

Medtronic, Inc.

   

4.625%

 

03/15/45

   

500,000

     

513,301

 

Novartis Capital Corporation

   

4.000%

 

11/20/45

   

1,000,000

     

985,364

 

UnitedHealth Group, Inc.

   

4.750%

 

07/15/45

   

490,000

     

515,787

 
                     

5,170,769

 

Industrials — 8.3%

                         

Burlington North Santa Fe Corporation

   

4.700%

 

09/01/45

   

500,000

     

505,906

 

Ford Motor Company

   

4.750%

 

01/15/43

   

300,000

     

287,325

 

Ingersoll-Rand Luxembourg Finance S.A.

   

4.650%

 

11/01/44

   

400,000

     

384,884

 

International Paper Company

   

4.800%

 

06/15/44

   

400,000

     

371,034

 

Lockheed Martin Corporation

   

4.700%

 

05/15/46

   

1,000,000

     

1,023,943

 

Mosaic Company

   

5.625%

 

11/15/43

   

350,000

     

354,955

 

Norfolk Southern Corporation

   

4.650%

 

01/15/46

   

500,000

     

481,914

 

United Technologies Corporation

   

4.500%

 

06/01/42

   

760,000

     

771,281

 
                       

4,181,242

 

Information Technology — 7.6%

                         

Apple, Inc.

   

3.450%

 

02/09/45

   

1,000,000

     

859,015

 

HP Enterprise Company, 144A

   

6.350%

 

10/15/45

   

250,000

     

240,364

 

Intel Corporation

   

4.900%

 

07/29/45

   

170,000

     

179,521

 

KLA-Tencor Corporation

   

5.650%

 

11/01/34

   

400,000

     

397,895

 

Lam Research Corporation

   

3.800%

 

03/15/25

   

350,000

     

332,364

 

Microsoft Corporation

   

4.200%

 

11/03/35

   

1,025,000

     

1,035,582

 

Oracle Corporation

   

6.500%

 

04/15/38

   

600,000

     

758,537

 
                       

3,803,278

 

Materials — 3.1%

                         

BHP Billiton Finance USA Ltd.

   

5.000%

 

09/30/43

   

480,000

     

459,212

 

Burlington Resources Finance Company

   

7.200%

 

08/15/31

   

525,000

     

657,447

 

Freeport-McMoRan, Inc.

   

5.400%

 

11/14/34

   

75,000

     

47,977

 

Southern Copper Corporation

   

5.875%

 

04/23/45

   

500,000

     

397,680

 
                       

1,562,316

 

Telecommunication Services — 8.2%

                         

AT&T, Inc.

   

4.500%

 

05/15/35

   

1,500,000

     

1,407,720

 

Comcast Corporation

   

4.250%

 

01/15/33

   

500,000

     

499,885

 

Motorola Solutions, Inc.

   

5.500%

 

09/01/44

   

250,000

     

195,407

 

Verizon Communications, Inc.

   

5.050%

 

03/15/34

   

1,980,000

     

2,017,917

 
                       

4,120,929

 

 

20


RYAN LABS LONG CREDIT FUND
SCHEDULE OF INVESTMENTS (Continued)


CORPORATE BONDS — 80.8%
(Continued)

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Utilities — 9.0%

             

Alabama Power Company

   

4.150%

 

08/15/44

 

$

500,000

   

$

481,234

 

Buckeye Partners, L.P.

   

5.600%

 

10/15/44

   

350,000

     

284,438

 

Consolidated Edison Company

   

4.500%

 

12/01/45

   

500,000

     

505,888

 

Duke Energy Progress, Inc.

   

4.375%

 

03/30/44

   

700,000

     

715,992

 

Electricite de France S.A., 144A

   

4.950%

 

10/13/45

   

750,000

     

735,837

 

Exelon Generation Company, LLC

   

5.600%

 

06/15/42

   

500,000

     

481,248

 

Pacific Gas & Electric Company

   

6.050%

 

03/01/34

   

500,000

     

599,774

 

PacifiCorp

   

6.250%

 

10/15/37

   

100,000

     

125,443

 

PacifiCorp

   

6.350%

 

07/15/38

   

500,000

     

626,639

 
                       

4,556,493

 

Total Corporate Bonds (Cost $40,562,380)

                   

$

40,633,039

 

 


INTERNATIONAL BONDS — 4.4%

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Federal Republic of Brazil

   

5.625%

 

01/07/41

 

$

400,000

   

$

318,000

 

Republic of Colombia

   

5.000%

 

06/15/45

   

200,000

     

175,000

 

Republic of Peru

   

6.550%

 

03/14/37

   

250,000

     

296,250

 

Republic of Turkey

   

4.250%

 

04/14/26

   

500,000

     

473,750

 

United Mexican States

   

4.750%

 

03/08/44

   

1,000,000

     

940,000

 

Total International Bonds (Cost $2,214,492)

                   

$

2,203,000

 

 


MONEY MARKET FUNDS — 1.1%

 

Shares

   

Value

 

Invesco Short-Term Investments Trust - Treasury Portfolio - Institutional Shares, 0.02% (a) (Cost $577,225)

   

577,225

   

$

577,225

 
                 

Total Investments at Value — 99.0% (Cost $49,656,915)

         

$

49,760,970

 
                 

Other Assets in Excess of Liabilities 1.0%

           

517,320

 
                 

Net Assets — 100.0%

         

$

50,278,290

 

 

144A -

This is a restricted security that was acquired in a transaction exempt from Rule 144A of the Securities Act of 1933. This security may be sold in transactions exempt from registration, normally to qualified institutional buyers. The total value of such securities is $5,650,270 at November 30, 2015, representing 11.2% of net assets.

 

(a)

The rate shown is the 7-day effective yield as of November 30, 2015.

 

See accompanying notes to financial statements.

 

21


RYAN LABS FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
November 30, 2015

 

     

 

Ryan Labs

Core Bond

Fund

   

Ryan Labs

Long Credit

Fund

 

ASSETS

       

Investments in securities:

       

At acquisition cost

 

$

75,976,119

   

$

49,656,915

 

At value (Note 2)

 

$

75,901,248

   

$

49,760,970

 

Dividends and interest receivable

   

244,710

     

506,095

 

Receivable from Adviser (Note 4)

   

7,467

     

2,892

 

Receivable for securities sold

   

457,746

     

1,488,190

 

Other assets

   

4,966

     

1,700

 

TOTAL ASSETS

   

76,616,137

     

51,759,847

 
                 

LIABILITIES

               

Payable for securities purchased

   

6,300,899

     

1,411,478

 

Distributions payable

   

33,537

     

55,500

 

Payable to administrator (Note 4)

   

8,060

     

5,670

 

Other accrued expenses

   

16,415

     

8,909

 

TOTAL LIABILITIES

   

6,358,911

     

1,481,557

 
                 

NET ASSETS

 

$

70,257,226

   

$

50,278,290

 
                 

NET ASSETS CONSIST OF:

               

Paid-in capital

 

$

70,291,941

   

$

50,000,501

 

Undistributed net investment income

   

24,345

     

204

 

Accumulated net realized gains from security transactions

   

15,811

     

173,530

 

Net unrealized appreciation (depreciation) on investments

   

(74,871

)

   

104,055

 

NET ASSETS

 

$

70,257,226

   

$

50,278,290

 
                 

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

   

7,115,100

     

5,000,050

 
                 

Net asset value, offering price and redemption price per share (Note 2)

 

$

9.87

   

$

10.06

 

 

See accompanying notes to financial statements.

 

22


RYAN LABS FUNDS
STATEMENTS OF OPERATIONS

For the Periods Ended November 30, 2015

 

    

 

Ryan Labs

Core Bond

Fund (a)

   

Ryan Labs

Long Credit

Fund (b)

 

INVESTMENT INCOME

       

Dividend income

 

$

201

   

$

35

 

Interest

   

501,491

     

67,358

 

TOTAL INCOME

   

501,692

     

67,393

 
                 

EXPENSES

               

Investment advisory fees (Note 4)

   

76,336

     

11,688

 

Fund accounting fees (Note 4)

   

23,947

     

2,200

 

Administration fees (Note 4)

   

23,660

     

2,470

 

Registration and filing fees

   

16,655

     

5,810

 

Pricing costs

   

19,357

     

500

 

Professional fees

   

16,182

     

1,485

 

Compliance fees (Note 4)

   

11,185

     

500

 

Transfer agent fees (Note 4)

   

11,000

     

500

 

Trustees’ fees and expenses (Note 4)

   

9,784

     

 

Custody and bank service fees

   

7,773

     

1,115

 

Insurance expense

   

2,999

     

 

Postage and supplies

   

2,688

     

 

Printing of shareholder reports

   

2,411

     

 

Other expenses

   

4,250

     

 

TOTAL EXPENSES

   

228,227

     

26,268

 

Less fee reductions and expense reimbursements by the Adviser (Note 4)

   

(151,891

)

   

(14,580

)

NET EXPENSES

   

76,336

     

11,688

 
                 

NET INVESTMENT INCOME

   

425,356

     

55,705

 
                 

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS

               

Net realized gains from investment transactions

   

40,150

     

173,530

 

Net change in unrealized appreciation/depreciation on investments

   

(74,871

)

   

104,055

 

NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS

   

(34,721

)

   

277,585

 
                 

NET INCREASE IN NET ASSETS FROM OPERATIONS

 

$

390,635

   

$

333,290

 

 

(a)

Represents the period from the commencement of operations (December 29, 2014) through November 30, 2015.

 

(b)

Represents the period from the commencement of operations (November 13, 2015) through November 30, 2015.

 

See accompanying notes to financial statements.

 

23


RYAN LABS FUNDS
STATEMENTS OF CHANGES IN NET ASSETS


   

Period Ended

November 30,

2015 (a)

Ryan Labs

Core Bond

Fund

   

Period Ended

November 30,

2015 (b)

Ryan Labs

Long Credit

Fund

 

      

       

FROM OPERATIONS

       

Net investment income

 

$

425,356

   

$

55,705

 

Net realized gains from investment transactions

   

40,150

     

173,530

 

Net change in unrealized appreciation/depreciation on investments

   

(74,871

)

   

104,055

 

Net increase in net assets from operations

   

390,635

     

333,290

 
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

From net investment income

   

(425,350

)

   

(55,501

)

                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

   

72,008,782

     

50,000,500

 

Net asset value of shares issued in reinvestment of distributions to shareholders

   

283,659

     

1

 

Payments for shares redeemed

   

(2,000,500

)

   

 

Net increase from capital share transactions

   

70,291,941

     

50,000,501

 
                 

TOTAL INCREASE IN NET ASSETS

   

70,257,226

     

50,278,290

 
                 

NET ASSETS

               

Beginning of period

   

     

 

End of period

 

$

70,257,226

   

$

50,278,290

 
                 

UNDISTRIBUTED NET INVESTMENT INCOME

 

$

24,345

   

$

204

 
                 

CAPITAL SHARE ACTIVITY

               

Shares sold

   

7,286,856

     

5,000,050

 

Shares reinvested

   

28,495

     

(c) 

Shares redeemed

   

(200,251

)

   

 

Increase in shares outstanding

   

7,115,100

     

5,000,050

 

Shares outstanding at beginning of period

   

     

 

Shares outstanding at end of period

   

7,115,100

     

5,000,050

 

 

(a)

Represents the period from the commencement of operations (December 29, 2014) through November 30, 2015.

 

(b)

Represents the period from the commencement of operations (November 13, 2015) through November 30, 2015.

 

(c)

Rounds to less than 1 share.

 

See accompanying notes to financial statements.

 

24


RYAN LABS CORE BOND FUND
FINANCIAL HIGHLIGHTS


Per Share Data for a Share Outstanding Throughout the Period

 

  

 

Period Ended November 30,
2015
(a)

 

Net asset value at beginning of period

 

$

10.00

 
         

Income (loss) from investment operations:

       

Net investment income

   

0.21

 

Net realized and unrealized losses on investments

   

(0.13

)

Total from investment operations

   

0.08

 
         

Less distributions from:

       

Net investment income

   

(0.21

)

         

Net asset value at end of period

 

$

9.87

 
         

Total return (b)

   

0.81

%(c)

         

Net assets at end of period (000’s)

 

$

70,257

 
         

Ratios/supplementary data:

       
         

Ratio of total expenses to average net assets (f)

   

1.18

%(d)

         

Ratio of net expenses to average net assets (e) (f)

   

0.40

%(d)

         

Ratio of net investment income to average net assets (e) (f) (g)

   

2.21

%(d)

         

Portfolio turnover rate

   

161

%(c)

 

(a)

Represents the period from the commencement of operations (December 29, 2014) through November 30, 2015.

 

(b)

Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. The return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. The total return would be lower if the Adviser had not reduced advisory fees and reimbursed expenses (Note 4).

 

(c)

Not annualized.

 

(d)

Annualized.

 

(e)

Ratio was determined after investment advisory fee reductions and expense reimbursements. (Note 4).

 

(f)

Ratios do not reflect the Fund’s proportionate share of expenses of the underlying investment companies in which the Fund invests.

 

(g)

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

 

See accompanying notes to financial statements.

 

25


RYAN LABS LONG CREDIT FUND
FINANCIAL HIGHLIGHTS


Per Share Data for a Share Outstanding Throughout the Period

 

   

 

Period Ended November 30,
2015
(a)

 

Net asset value at beginning of period

 

$

10.00

 
         

Income from investment operations:

       

Net investment income

   

0.01

 

Net realized and unrealized gains on investments

   

0.06

 

Total from investment operations

   

0.07

 
         

Less distributions from:

       

Net investment income

   

(0.01

)

         

Net asset value at end of period

 

$

10.06

 
         

Total return (b)

   

0.71

%(c)

         

Net assets at end of period (000’s)

 

$

50,278

 
         

Ratios/supplementary data:

       
         

Ratio of total expenses to average net assets

   

1.12

%(d)

         

Ratio of net expenses to average net assets (e)

   

0.50

%(d)

         

Ratio of net investment income to average net assets (e)

   

2.38

%(d)

         

Portfolio turnover rate

   

93

%(c)

 

(a)

Represents the period from the commencement of operations (November 13, 2015) through November 30, 2015.

 

(b)

Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. The return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. The total return would be lower if the Adviser had not reduced advisory fees and reimbursed expenses (Note 4).

 

(c)

Not annualized.

 

(d)

Annualized.

 

(e)

Ratio was determined after investment advisory fee reductions and expense reimbursements. (Note 4).

 

See accompanying notes to financial statements.

 

26


RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS
November 30, 2015


 

1. Organization

 

Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund (individually, a “Fund,” and collectively, the “Funds”) are each 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. Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund commenced operations on December 29, 2014 and November 13, 2015, respectively.

 

Each Fund’s investment objective is total return, consisting of current income and capital appreciation.

 

2. Significant Accounting Policies

 

The following is a summary of the Funds’ significant accounting policies. The policies are in conformity with Generally Accepted Accounting Principals in the United States of America (“GAAP”). As an investment company, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2013-08, the Funds follow accounting and reporting guidance under FASB Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”

 

Securities valuation – The Funds’ fixed income securities are generally valued using prices provided by an independent pricing service approved by the Trust’s Board of Trustees (the “Board”). The independent pricing service uses information with respect to transactions in bonds, quotations from bond dealers, market transactions in comparable securities, and various relationships between securities in determining these prices. The methods used by the independent pricing service and the quality of valuations so established are reviewed by Ryan Labs, Inc. (the “Adviser”), under the general supervision of the Board. Exchange-traded funds (“ETFs”) are valued 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. ETFs are valued at the security’s last sale price on the primary exchange, if available, otherwise at the exchange’s most recently quoted bid price. Securities for which market quotations are not readily available are valued at fair value as determined in good faith under procedures adopted by the Board.

 

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

 

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

 

 

Level 1 – quoted prices in active markets for identical securities

 

 

Level 2 – other significant observable inputs

 

 

Level 3 – significant unobservable inputs

 

27


RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)


 

Fixed income securities held by the Funds are classified as Level 2 since values are based on prices provided by an independent pricing service that utilizes various “other significant observable inputs” including bid and ask quotations, prices of similar securities, and interest rates, among other factors.

 

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 inputs used to value each Fund’s investments as of November 30, 2015:

 


Ryan Labs
Core Bond Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

U.S. Treasury Obligations

 

$

   

$

28,612,653

   

$

   

$

28,612,653

 

U.S. Government Agency Obligations

   

     

30,121

     

     

30,121

 

Mortgage-Backed Securities

   

     

16,529,658

     

     

16,529,658

 

Asset-Backed Securities

   

     

6,865,219

     

     

6,865,219

 

Corporate Bonds

   

     

10,482,290

     

     

10,482,290

 

International Bonds

   

     

122,400

     

     

122,400

 

Exchange-Traded Funds

   

4,320,313

     

     

     

4,320,313

 

Money Market Funds

   

8,938,594

     

     

     

8,938,594

 

Total

 

$

13,258,907

   

$

62,642,341

   

$

   

$

75,901,248

 


Ryan Labs
Long Credit Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

U.S. Treasury Obligations

 

$

   

$

3,693,530

   

$

   

$

3,693,530

 

Municipal Bonds

   

     

2,654,176

     

     

2,654,176

 

Corporate Bonds

   

     

40,633,039

     

     

40,633,039

 

International Bonds

   

     

2,203,000

     

     

2,203,000

 

Money Market Funds

   

577,225

     

     

     

577,225

 

Total

 

$

577,225

   

$

49,183,745

   

$

   

$

49,760,970

 

 

As of November 30, 2015, the Funds did not have any transfers into and out of any Level. In addition, the Funds did not hold 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 November 30, 2015. It is the Funds’ policy to recognize transfers into and out of any Level at the end of the reporting period.

 

28


RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)


 

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

 

Investment income – Interest income is accrued as earned. Discounts and premiums on fixed income securities purchased are accreted or amortized using the effective interest method. Dividend income is recorded on the ex-dividend date.

 

Security transactions – Security transactions are accounted for on the trade date. Gains and losses on securities sold are determined on a specific identification basis.

 

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

 

Distributions to shareholders – Dividends from net investment income are declared and paid monthly to shareholders. Net realized capital gains, if any, are distributed at least once each year. The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. The tax character of distributions paid by the Funds during the periods ended November 30, 2015 was ordinary income. On December 31, 2015, Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund paid net investment income dividends of $0.0200 and $0.0354 per share, respectively, and short-term capital gains distributions of $0.0072 and $0.0347 per share, respectively, to shareholders of record on December 30, 2015.

 

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 income and expenses during the reporting period. Actual results could differ from those estimates.

 

Federal income tax – Each Fund intends to qualify as a regulated investment company under the Internal Revenue Code of 1986 (the “Code”). Qualification generally will relieve the Funds 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. Accordingly, no provision for income tax has been made.

 

In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also each 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 twelve months ended October 31) plus undistributed amounts from prior years.

 

29


RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)


 

The following information is computed on a tax basis for each item as of November 30, 2015:

 


    

 

Ryan Labs

Core Bond

Fund

   

Ryan Labs
Long Credit

Fund

 

Tax cost of portfolio investments

 

$

75,986,840

   

$

49,660,406

 

Gross unrealized appreciation

 

$

215,323

   

$

269,811

 

Gross unrealized depreciation

   

(300,915

)

   

(169,247

)

Net unrealized appreciation (depreciation) on investments

   

(85,592

)

   

100,564

 

Undistributed ordinary income

   

50,877

     

177,225

 

Accumulated earnings (deficit)

 

$

(34,715

)

 

$

277,789

 

 

The difference between the federal income tax cost of portfolio investments and the financial statement cost for Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund 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.

 

For the period ended November 30, 2015, Ryan Labs Core Bond Fund reclassified $24,339 of accumulated net investment income against accumulated net realized gains from security transactions on the Statements of Assets and Liabilities due to permanent differences in the recognition of capital gains or losses under income tax regulations and GAAP. These differences are due to the tax treatment of paydown adjustments. Such reclassifications had no effect on the Fund’s net assets or net asset value per share.

 

The Funds recognize the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has reviewed each Fund’s tax positions for the current period and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements. The Funds indentify their major tax jurisdiction as U.S. Federal.

 

3. Investment Transactions

 

During the periods ended November 30, 2015 cost of purchases and proceeds from sales of investment securities, other than U.S. Government securities and short-term investments were as follows:

 


   

 

Ryan Labs
Core Bond

Fund

   

Ryan Labs

Long Credit

Fund

 

Purchase of investment securities

 

$

41,865,986

   

$

45,414,263

 

Proceeds from sales of investment securities

 

$

14,309,666

   

$

 

 

30


RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)


 

During the periods ended November 30, 2015, cost of purchases and proceeds from sales of U.S. government long-term securities were as follows:

 


   

 

Ryan Labs

Core Bond

Fund

   

Ryan Labs
Long Credit

Fund

 

Purchase of U.S. government securities

 

$

56,776,733

   

$

49,362,965

 

Proceeds from sales of U.S. government securities

 

$

20,567,478

   

$

45,871,154

 

 

4. Transactions with Related Parties

 

INVESTMENT ADVISORY AGREEMENT

The Adviser is a wholly-owned subsidiary of Sun Life Financial, Inc. Each Fund is managed by the Adviser pursuant to the terms of an Investment Advisory Agreement. Under the Investment Advisory Agreements, Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund pay the Adviser an advisory fee, computed and accrued daily and paid monthly, at the annual rate of 0.40% and 0.50%, respectively, of each Fund’s average daily net assets.

 

Pursuant to an Expense Limitation Agreements (“ELAs”) between each Fund and the Adviser, the Adviser has agreed until March 31, 2017 to reduce advisory fees and reimburse other expenses in order to limit total annual operating expenses of the Ryan Labs Core Bond Fund and until March 31, 2018 for the Ryan Labs Long Credit Fund (exclusive of brokerage transaction costs and commissions; taxes; interest; costs related to any securities lending program; transaction charges and interest on borrowed money; acquired fund fees and expenses; distribution and/or shareholder servicing fees, including, without limitation, any amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940; extraordinary expenses such as litigation and merger or reorganization costs; proxy solicitation and liquidation costs; indemnification payments to the Funds’ service providers, including, without limitation, the Adviser; other expenses not incurred in the ordinary course of each Fund’s business; and any other expenses the exclusion of which may from time to time be deemed appropriate as an excludable expense and specifically approved by the Trustees of the Trust) to an amount not exceeding 0.40% and 0.50%, respectively, of each Fund’s average daily net assets. Accordingly, the Adviser did not collect any of its advisory fees and, in addition, reimbursed other operating expenses totaling $75,555 and $2,892 for Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund, respectively, during the periods ended November 30, 2015.

 

Under the terms of the ELAs, investment advisory fee reductions and expense reimbursements by the Adviser are subject to recoupment by the Adviser for a period of three years after such fees and expenses were incurred, provided the recoupments do not cause total annual operating expenses of the Funds to exceed 0.40% and 0.50%, respectively, of each Fund’s average daily net assets. As of November 30, 2015, the Adviser may seek recoupment of

 

31


RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)


 

investment advisory fee reductions and expense reimbursements totaling $151,891 and $14,580 for Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund, respectively, no later than November 30, 2018.

 

OTHER SERVICE PROVIDERS

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

 

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

 

Certain officers and a Trustee of the Trust are also officers of Ultimus and the Distributor and are not paid by the Funds for serving in such capacities.

 

TRUSTEE COMPENSATION

Each Trustee who is not an “interested person” of the Trust (“Independent Trustee”) receives from each Fund a fee of $500 for each Board meeting attended plus reimbursement of travel and other meeting-related expenses. In addition, each Independent Trustee receives from each Fund an annual retainer of $500. Trustees affiliated with the Adviser or Ultimus are not compensated by the Funds for their services.

 

PRINCIPAL HOLDERS OF FUND SHARES

As of November 30, 2015, the following shareholders owned of record 5% or more of the outstanding shares of each Fund:

 

NAME OF RECORD OWNER

% Ownership

Ryan Labs Core Bond Fund

 

Citibank N.A. (for the benefit of its customers)

71%

U.S. Bank (for the benefit of its customers)

24%

Northern Trust (for the benefit of its customers)

5%

Ryan Labs Long Credit Fund

 

Citibank N.A. (for the benefit of its customers)

100%

 

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

 

32


RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)


 

5. Contingencies and Commitments

 

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

 

6. Subsequent Events

 

The Funds are 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 Statements of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Funds are 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.

 

33


RYAN LABS FUNDS
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM


 

To the Board of Trustees of Ultimus Managers Trust
and the Shareholders of Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund

 

We have audited the accompanying statement of assets and liabilities of Ryan Labs Core Bond Fund, a series of shares of beneficial interest in Ultimus Managers Trust (the “Fund”), including the schedule of investments, as of November 30, 2015, and the related statements of operations and changes in net assets and the financial highlights for the period December 29, 2014 (commencement of operations) through November 30, 2015. We have also audited the accompanying statement of assets and liabilities of Ryan Labs Long Credit Fund, a series of shares of beneficial interest in Ultimus Managers Trust (the “Fund”), including the schedule of investments, as of November 30, 2015, and the related statements of operations and changes in net assets and the financial highlights for the period November 13, 2015 (commencement of operations) through November 30, 2015. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2015 by correspondence with the custodian and brokers, or by other appropriate procedures where confirmations were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund as of November 30, 2015, and the results of their operations, the changes in their net assets, and their financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

 

 

BBD, LLP

 

Philadelphia, Pennsylvania
January 27, 2016

 

34


RYAN LABS FUNDS
ABOUT YOUR FUNDS’ EXPENSES (Unaudited)


 

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

 

A mutual fund’s ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The expenses in the table below are based on an investment of $1,000 made at the beginning of the most recent period (June 1, 2015 and November 13, 2015 for Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund, respectively) and held until the end of the period (November 30, 2015).

 

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

 

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

 

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

 

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

 

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

 

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

 

35


RYAN LABS FUNDS
ABOUT YOUR FUNDS’ EXPENSES (Unaudited) (Continued)


 

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

 


Ryan Labs Core Bond Fund

Beginning
Account Value
June 1,
2015

Ending
Account Value
November 30,
2015

Net

Expense

Ratio (a)

Expenses 
Paid During

Period (b)

Based on Actual Fund Return

$1,000.00

$992.80

0.40%

$2.00

Based on Hypothetical 5% Return (before expenses)

$1,000.00

$1,023.06

0.40%

$2.03


 

(a)

Annualized, based on Fund’s most recent one-half year expenses.

 

(b)

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

 


Ryan Labs Long Credit Fund

Beginning
Account Value
June 1,
2015
(a)

Ending
Account Value
November 30,
2015

Net

Expense

Ratio (b)

Expenses 
Paid During

Period
(c)

Based on Actual Fund Return

$1,000.00

$1,007.10

0.50%

$0.23

Based on Hypothetical 5% Return (before expenses)

$1,000.00

$1,022.56

0.50%

$2.54


 

(a)

Beginning Account Value is as of November 13, 2015 (date of commencement of operations) for the Actual Fund Return information.

 

(b)

Annualized, based on the Fund’s expenses for the period since inception.

 

(c)

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 17/365 (to reflect the period since inception) and 183/365 (to reflect the one-half year period), for Actual Fund Return and Hypothetical 5% Return information, respectively.

 

36


RYAN LABS FUNDS
OTHER INFORMATION (Unaudited)


 

A description of the policies and procedures that the Funds use to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-866-561-3087, or on the SEC’s website at http://www.sec.gov. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge upon request on or before August 31, 2016 by calling toll-free 1-866-561-3087, or on the SEC’s website at http://www.sec.gov.

 

The Trust files a complete listing of portfolio holdings for the Funds with the SEC as of the end of the first and third quarters of each fiscal year on Form N-Q. These filings are available upon request by calling 1-866-561-3087. Furthermore, you may obtain a copy of the filings on the SEC’s website at http://www.sec.gov. The Trust’s Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

37


RYAN LABS FUNDS
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS

(Unaudited)


 

The Board has overall responsibility for management of the Trust’s affairs. The Trustees serve during the lifetime of the Trust and until its termination, or until death, resignation, retirement, or removal. The Trustees, in turn, elect the officers of the Fund to actively supervise its day-to-day operations. The officers have been elected for an annual term. Unless otherwise noted, each Trustee’s and officer’s address is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. The following are the Trustees and executive officers of the Funds as of January 26, 2016:

 

Name and
Year of Birth

Length

of Time

Served

Position(s) Held

with Trust

Principal Occupation(s)
During Past 5 Years

Number

of Funds

in Trust

Overseen

by Trustee

Directorships

of Public

Companies

Held by

Trustee During

Past 5 Years

Interested Trustees:

     

Robert G. Dorsey*

Year of Birth: 1957

Since
February
2012

Trustee

(February 2012 to present)

 

President

(June 2012 to October 2013)

Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC (1999 to present)

21

n/a

Independent Trustees:

Janine L. Cohen

Year of Birth: 1952

Since

January
2016

Trustee

Retired since 2013; Chief Financial Officer from 2004 to 2013 and Chief Compliance Officer from 2008 to 2013 at AER Advisors, Inc.

21

n/a

John C. Davis

Year of Birth: 1952

Since
June
2012

Chairman

(July 2014
to present)

 

Trustee

(June 2012 to present)

Consultant since May 2011; Retired Partner of PricewaterhouseCoopers LLP (1974 to 2010)

21

n/a

 

*

Mr. Dorsey is considered an “interested person” of the Trust within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended, because of his relationship with the Trust’s administrator, transfer agent and distributor.

 

38


RYAN LABS FUNDS
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS

(Unaudited) (Continued)


 

Name and
Year of Birth

Length

of Time

Served

Position(s) Held

with Trust

Principal Occupation(s)
During Past 5 Years

Number

of Funds

in Trust

Overseen by Trustee

Directorships

of Public

Companies

Held by

Trustee During

Past 5 Years

Independent Trustees (continued):

David M. Deptula

Year of Birth: 1958

Since
June
2012

Trustee

Vice President of Legal and Special Projects at Dayton Freight Lines, Inc. since February 2016; Vice President of Tax Treasury at The Standard Register Inc. (formerly The Standard Register Company) since November 2011; Tax Partner at Deloitte Tax LLP from 1984 to 2011

21

n/a

John J. Discepoli

Year of Birth: 1963

Since
June
2012

Trustee

Owner of Discepoli Financial Planning, LLC (personal financial planning company) since November 2004

21

n/a

 

39


RYAN LABS FUNDS
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued)


Name and
Year of Birth

Length

of Time

Served

Position(s)

Held with Trust

Principal Occupation(s) During Past 5 Years

Executive Officers:

   

David R. Carson

Year of Birth: 1958

Since
April
2013

President

(October 2013 to present)

 

Principal
Executive Officer of Ryan Labs Funds (October 2014 to present)

 

Vice President (April 2013 to October 2013)

Vice President and Director of Client Strategies of Ultimus Fund Solutions, LLC (2013 to present); Chief Compliance Officer, FSI LBAR Fund (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)

Jennifer L. Leamer

Year of Birth: 1976

Since
April
2014

Treasurer
(October 2014 to present)

 

Assistant Treasurer (April 2014 to October 2014)

Vice President, Mutual Fund Controller of Ultimus Fund Solutions, LLC (2014 to present); Business Analyst of Ultimus Fund Solutions, LLC (2007 to 2014)

Bo J. Howell

Year of Birth: 1981

Since
October
2014

Secretary
(April 2015 to present)

 

Assistant Secretary (October 2014 to April 2015)

Vice President, Director of Fund Administration for Ultimus Fund Solutions, LLC (2014 to present); Counsel – Securities and Mutual Funds for Western & Southern Financial Group (2012 to 2014); U.S. Securities and Exchange Commission, Senior Counsel (2009 to 2012)

Charles C. Black

Year of Birth: 1979

Since
April
2015

Chief Compliance Officer (January 2016 to present)

Assistant Chief Compliance Officer (April 2015 to January 2016)

Senior Compliance Officer of Ultimus Fund Solutions, LLC (2015 to present); Senior Compliance Manager for Touchstone Mutual Funds (2013 to 2015); Senior Compliance Manager for Fund Evaluation Group (2011 to 2013); Regulatory Administration Specialist for JPMorgan Chase Bank (2006 to 2011)

 

Additional information about members of the Board and executive officers is available in the Funds’ Statement of Additional Information (“SAI”). To obtain a free copy of the SAI, please call 1-866-561-3087.

 

40


RYAN LABS FUNDS
DISCLOSURE REGARDING APPROVAL OF INVESTMENT
ADVISORY AGREEMENT (Unaudited)


 

The Board, including the Independent Trustees voting separately, has reviewed and approved the Ryan Labs Long Credit Fund’s (the “Long Credit Fund”) Investment Advisory Agreement with the Adviser for an initial two-year term. Approval of the Investment Advisory Agreement took place at an in-person meeting held on August 19, 2015, at which all of the Trustees were present.

 

In the course of their deliberations, the Board was advised by legal counsel. The Board received and reviewed information provided by the Adviser in response to requests of the Board and counsel.

 

In considering the Investment Advisory Agreement and reaching their conclusions with respect thereto, the Board reviewed and analyzed various factors that they determined were relevant, including the factors described below.

 

The nature, extent, and quality of the services provided by the Adviser. The Board considered the responsibilities the Adviser would have under the Investment Advisory Agreement. The Board noted that the Adviser’s responsibilities for the Long Credit Fund were the same as those under the advisory agreement for the Ryan Labs Core Bond Fund (the “Core Bond Fund”). Accordingly, the Board reviewed both the proposed services for the Long Credit Fund and the services being provided by the Adviser to the Core Bond Fund including, without limitation, the Adviser’s investment advisory services since the Core Bond Fund’s inception, the Adviser’s coordination of services for the Long Credit Fund’s service providers, the Adviser’s compliance procedures and practices, and the Adviser’s plans to promote the Long Credit Fund. After reviewing the foregoing information and the materials the Adviser provided to the Board, the Board concluded that the quality, extent, and nature of the services provided by the Adviser are satisfactory and adequate for the Long Credit Fund.

 

The investment performance of the Long Credit Fund and the Adviser. The Board considered the investment management experience of the Adviser and thoroughly discussed the Long Credit Fund’s investment objective and strategies. The Board also discussed the Adviser’s experience in managing similar types of strategies and its plans for implementing such strategies. The Board also considered the consistency of the Adviser’s management of the Core Bond Fund with its investment objective and policies. After consideration of these factors, as well as other factors, the Board determined that the Adviser has the requisite experience to serve as investment adviser for the Long Credit Fund.

 

The costs of the services to be provided and profits and benefits to be realized by the Adviser from its relationship with the Long Credit Fund. The Board considered the Adviser’s staffing, personnel, and operations; the Adviser’s compliance policies and procedures; the financial condition of the Adviser and its parent company, Sun Life Financial, Inc., and each entity’s level of commitment to the Long Credit Fund and the Adviser’s business; the Adviser’s payment of startup costs for the Long Credit Fund; and the projected overall expenses of the Long Credit Fund, including projected fee reductions and expense reimbursements by the

 

41


RYAN LABS FUNDS
DISCLOSURE REGARDING APPROVAL OF INVESTMENT
ADVISORY AGREEMENT (Unaudited) (Continued)


 

Adviser on behalf of the Long Credit Fund under the ELA with the Adviser. The Board also considered the aggregate fees to be charged to the Long Credit Fund under the Investment Advisory Agreement. The Board considered the Adviser’s potential profitability and benefits from managing the Long Credit Fund, including promotion of the Adviser’s name. Following these comparisons and upon further consideration of the foregoing, the Board concluded that the fees to be paid to the Adviser by the Long Credit Fund under the Investment Advisory Agreement are appropriate and within the range of fees that would have been negotiated at arm’s length.

 

The extent to which economies of scale would be realized as the Long Credit Fund grows and whether advisory fee levels reflect these economies of scale for the benefit of the Long Credit Fund’s investors. The Board considered that the Long Credit Fund’s fee arrangement with the Adviser involves both an advisory fee and an expense limitation agreement. The Board determined that, because the proposed advisory fee is flat and equals the expense cap under the ELA, the shareholders of the Long Credit Fund would benefit from the ELA. The Board noted that the Long Credit Fund has the potential to benefit from economies of scale under its agreements with its other service providers. Following further consideration of the Long Credit Fund’s projected asset levels, expectations for growth, and fee levels, the Board determined that the Long Credit Fund’s fee arrangement with the Adviser would provide benefits through the ELA, and that, at the Long Credit Fund’s current and projected asset levels for the next two years, the Long Credit Fund’s arrangements with the Adviser are fair and reasonable.

 

Brokerage and portfolio transactions. The Board considered the Adviser’s policies and procedures as it relates to seeking best execution for its clients, including the Long Credit Fund. The Board also considered the anticipated portfolio turnover rate for the Long Credit Fund; the method and basis for selecting and evaluating the broker-dealers used to complete the Long Credit Fund’s portfolio transactions; any anticipated allocation of portfolio business to persons affiliated with the Adviser; and the extent to which the Long Credit Fund’s trades may be allocated to soft-dollar arrangements. The Board determined that the Adviser’s practices regarding brokerage and portfolio transactions were satisfactory.

 

Possible conflicts of interest. In evaluating the possibility for conflicts of interest, the Board considered such matters as the Adviser’s process for allocating trades among its different clients, including both the Long Credit Fund and other clients with similar types of investment objectives and strategies as the Long Credit Fund. The Board also considered the substance and administration of the Adviser’s Code of Ethics. Following consideration of the foregoing, the Board determined that the Adviser’s standards and practices relating to the identification and mitigation of potential conflicts of interests were satisfactory.

 

Conclusion

After consideration of the above factors as well as other factors, the Board unanimously concluded that approval of the Investment Advisory Agreement was in the best interests of the Long Credit Fund and its shareholders.

 

42


 

 

 

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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 12(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 names of the audit committee financial experts are John C. Davis and David M. Deptula. Messrs. Davis and Deptula are “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 $64,500 and $13,500 with respect to the registrant’s fiscal years ended November 30, 2015 and November 30, 2014, respectively.
 
(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 $10,000 and $2,000 with respect to the registrant’s fiscal years ended November 30, 2015 and November 30, 2014, 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 November 30, 2015 and 2014, aggregate non-audit fees of $10,000 and $2,000, respectively, were billed by the registrant’s principal accountant for services rendered to the registrant. No non-audit fees were billed in the last 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.
 
Item 5. Audit Committee of Listed Registrants.
 
Not applicable
 
Item 6. Schedule of Investments.
 
(a) Not applicable [schedule filed with Item 1]
 
(b) Not applicable
 
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
 
Not applicable
 
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
 
Not applicable
 
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
 
Not applicable
 
Item 10. Submission of Matters to a Vote of Security Holders.
 
The registrant’s Committee of Independent Trustees shall review shareholder recommendations for nominations to fill vacancies on the registrant’s board of trustees if such recommendations are submitted in writing and addressed to the Committee at the registrant’s offices. The Committee may adopt, by resolution, a policy regarding its procedures for considering candidates for the board of trustees, including any recommended by shareholders.
 
Item 11. Controls and Procedures.
 
(a) Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this report, the registrant’s principal executive officer and principal financial officer have concluded that such disclosure controls and procedures are reasonably designed and are operating effectively to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this report is being prepared, and that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported on a timely basis.
 
(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.
 
File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.
 
(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Attached hereto
 
(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto
 
(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons: Not applicable
 
(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto
 
Exhibit 99.CODE ETH Code of Ethics
 
Exhibit 99.CERT Certifications required by Rule 30a-2(a) under the Act
 
Exhibit 99.906CERT Certifications required by Rule 30a-2(b) under the Act

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)
Ultimus Managers Trust
 
     
By (Signature and Title)*
/s/ Frank L. Newbauer
 
Frank L. Newbauer, Assistant Secretary
     
Date
February 5, 2016
 
     
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/ Andrew B. Wellington
 
   
Andrew B. Wellington, Principal Executive Officer of Lyrical U.S. Value Equity Fund and Lyrical U.S. Hedged Value Fund
     
Date
February 5, 2016
 
     
By (Signature and Title)*
/s/ Stephen P. Lack
 
   
Stephen P. Lack, Principal Executive Officer of Galapagos Partners Select Equity Fund
     
Date
February 5, 2016
 
     
By (Signature and Title)*
/s/ David R. Carson
 
   
David R. Carson, Principal Executive Officer of Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund
     
Date
February 5, 2016
 
     
By (Signature and Title)*
/s/ Jennifer L. Leamer
 
   
Jennifer L. Leamer, Treasurer and Principal Financial Officer
     
Date
February 5, 2016
 
 
* Print the name and title of each signing officer under his or her signature.