N-CSR 1 fp0023640_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, 2016
 
 
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.
 

 

 

 

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, 2016

 


LYRICAL FUNDS
LETTER TO SHAREHOLDERS

December 16, 2016

 

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, 2016, the Value Fund – Institutional Class has produced a cumulative total return of +78.72%, compared to the +59.53% cumulative total return for the S&P 500 Index (the “S&P 500”). For the twelve months ended November 30, 2016, the Value Fund – Institutional Class produced a total return of +10.73% compared to the total return for the S&P 500 of +8.06%. The biggest winners for the twelve month period ended November 30, 2016 were LNC (+52%), SYMC (+47%), and NCR (+43%). The biggest losers were HTZ (-55%), QVCA (-22%) and AFSI (-21%). We maintain our positions in each of these largest winners and detractors with the exception of AFSI.

 

In analyzing the Fund 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 84% of the Fund’s investments posted gains, and 63% outperformed the S&P 500. Skew has also been a positive factor, as the Fund’s outperformers have outperformed by 50%, while our underperformers have underperformed by 35% over the life of the Fund. For the twelve month period ended November 30, 2016, 73% of the Fund’s investments posted gains, and 51% outperformed the S&P 500. For the twelve month period skew has been a positive factor as the Fund’s outperformers have outperformed by 16%, while our underperformers have underperformed by 13%.

 

During the life of the Value Fund we have sold sixteen positions, as four companies announced they were being acquired, nine approached our estimates of fair value, for one we lost conviction in our thesis, for one the company announced or completed acquisitions which increased the complexity and decreased analyzability and for one the risk/reward became less compelling than other opportunities. 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, 2016, the valuation of our portfolio is 13.5x next twelve months consensus earnings. The S&P 500 has a valuation of 16.9x on this same basis, a premium of 25% over the Fund.

 

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 (see discussion above). Sector exchange-traded fund (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, 2016, the Hedged Value Fund – Institutional Class has produced a cumulative total return of +0.07%, compared to the +17.02% cumulative total return for the S&P 500. For the twelve months ended November 30, 2016, the Hedged Value Fund – Institutional Class produced a total return of +5.88% compared to the total return for the S&P 500 of +8.06%. In rising equity markets one should expect Hedged Value Fund’s performance to lag that of the S&P 500, 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 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 differentiate 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 trading significantly below intrinsic value. We believe 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 visit the Funds’ website at www.lyricalvaluefunds.com or 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 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. For a complete list of securities held by the Funds as of November 30, 2016, please see the Schedules of Investments and Schedule of Securities Sold Short sections of the Annual Report. The opinions of the Funds’ adviser with respect to those securities may change at any time.

 

Statements in the Letter to Shareholders that reflect projections or expectations for future financial or economic performance of the 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

(for the periods ended November 30, 2016)

 

1 Year

Since
Inception
(c)

Lyrical U.S. Value Equity Fund - Institutional Class(b)

10.73%

16.42%

Lyrical U.S. Value Equity Fund - Investor Class(b)

10.36%

6.70%

S&P 500® Index(d)

8.06%

13.01%(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, 2016.

 

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

(for the periods ended November 30, 2016)

 

1 Year

Since
Inception
(c)

Lyrical U.S. Hedged Value Fund - Institutional Class(b)

5.88%

0.03%

Lyrical U.S. Hedged Value Fund - Investor Class(b)

5.58%

(0.22%)

S&P 500® Index(d)

8.06%

6.83%

 

(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, 2016 (Unaudited)


 

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

 

Top Ten Equity Holdings

Security Description

% of
Net Assets

Broadcom Ltd.

6.1%

Aetna, Inc.

4.9%

Comcast Corporation - Class A

4.4%

Corning, Inc.

4.4%

EOG Resources, Inc.

4.4%

Aflac, Inc.

4.2%

Lincoln National Corporation

4.1%

Symantec Corporation

4.1%

Suncor Energy, Inc.

3.9%

Johnson Controls International plc

3.9%

 

6

 


LYRICAL U.S. HEDGED VALUE FUND
PORTFOLIO INFORMATION
November 30, 2016 (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

Anthem, Inc.

4.8%

Aetna, Inc.

4.8%

Comcast Corporation - Class A

4.8%

Corning, Inc.

4.8%

TE Connectivity Ltd.

4.7%

Aflac, Inc.

4.7%

Lincoln National Corporation

4.7%

Broadcom Ltd.

4.6%

Symantec Corporation

4.6%

Celanese Corporation - Series A

4.4%

 

7

 


LYRICAL U.S. VALUE EQUITY FUND
SCHEDULE OF INVESTMENTS
November 30, 2016

COMMON STOCKS — 99.9%

 

Shares

   

Value

 

Consumer Discretionary — 13.7%

           

Auto Components — 3.4%

           

Goodyear Tire & Rubber Company (The)

   

806,142

   

$

24,740,498

 

Tenneco, Inc. (a)

   

180,828

     

10,659,810

 
             

35,400,308

 

Household Durables — 3.2%

               

Whirlpool Corporation

   

206,532

     

33,549,058

 
                 

Internet & Direct Marketing Retail — 2.7%

               

Liberty Interactive Corporation QVC Group - Series A (a)

   

1,387,442

     

28,733,924

 
                 

Media — 4.4%

               

Comcast Corporation - Class A

   

669,921

     

46,566,209

 
                 

Energy — 11.2%

               

Energy Equipment & Services — 2.9%

               

National Oilwell Varco, Inc.

   

822,966

     

30,746,010

 
                 

Oil, Gas & Consumable Fuels — 8.3%

               

EOG Resources, Inc.

   

446,593

     

45,784,714

 

Suncor Energy, Inc.

   

1,300,599

     

41,437,084

 
             

87,221,798

 

Financials — 16.8%

               

Capital Markets — 3.7%

               

Ameriprise Financial, Inc.

   

343,724

     

39,256,718

 
                 

Insurance — 13.1%

               

Aflac, Inc.

   

619,964

     

44,253,030

 

Assurant, Inc.

   

208,937

     

18,039,621

 

Lincoln National Corporation

   

674,888

     

43,260,321

 

Willis Towers Watson plc

   

254,209

     

31,615,973

 
             

137,168,945

 

Health Care — 8.8%

               

Health Care Providers & Services — 8.8%

               

Aetna, Inc.

   

392,069

     

51,298,308

 

Anthem, Inc.

   

289,283

     

41,231,506

 
             

92,529,814

 

Industrials — 13.7%

               

Commercial Services & Supplies — 3.9%

               

Johnson Controls International plc

   

921,161

     

41,433,822

 

 

8

 


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

COMMON STOCKS — 99.9% (Continued)

 

Shares

   

Value

 

Industrials — 13.7% (Continued)

           

Construction & Engineering — 1.4%

           

AECOM (a)

   

406,654

   

$

14,781,873

 
                 

Electrical Equipment — 3.9%

               

Eaton Corporation plc

   

614,384

     

40,862,680

 
                 

Road & Rail — 1.9%

               

Avis Budget Group, Inc. (a)

   

314,468

     

12,040,980

 

Hertz Global Holdings, Inc. (a)

   

325,383

     

8,193,144

 
             

20,234,124

 

Trading Companies & Distributors — 2.6%

               

AerCap Holdings N.V. (a)

   

628,023

     

26,910,785

 
                 

Information Technology — 31.3%

               

Communications Equipment — 3.1%

               

ARRIS International plc (a)

   

442,158

     

12,685,513

 

CommScope Holding Company, Inc. (a)

   

555,859

     

19,999,807

 
             

32,685,320

 

Electronic Equipment, Instruments & Components — 8.2%

               

Corning, Inc.

   

1,906,302

     

45,808,437

 

TE Connectivity Ltd.

   

604,454

     

40,885,269

 
             

86,693,706

 

IT Services — 3.2%

               

Western Union Company (The)

   

1,589,140

     

33,419,614

 
                 

Semiconductors & Semiconductor Equipment — 7.6%

               

Broadcom Ltd.

   

375,063

     

63,944,491

 

Microsemi Corporation (a)

   

297,918

     

16,311,010

 
             

80,255,501

 

Software — 4.1%

               

Symantec Corporation

   

1,746,338

     

42,593,184

 
                 

Technology Hardware, Storage & Peripherals — 5.1%

               

NCR Corporation (a)

   

507,006

     

19,646,483

 

Western Digital Corporation

   

537,223

     

34,199,616

 
             

53,846,099

 

Materials — 4.4%

               

Chemicals — 3.5%

               

Celanese Corporation - Series A

   

458,735

     

36,386,860

 

 

9

 


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

COMMON STOCKS — 99.9% (Continued)

 

Shares

   

Value

 

Materials — 4.4% (Continued)

           

Containers & Packaging — 0.9%

           

Owens-Illinois, Inc. (a)

   

499,286

   

$

9,171,884

 
                 

Total Common Stocks (Cost $899,849,917)

         

$

1,050,448,236

 

 

MONEY MARKET FUNDS — 1.0%

 

Shares

   

Value

 

Invesco Short-Term Investments Trust - Treasury Portfolio - Institutional Shares, 0.26% (b) (Cost $10,620,620)

   

10,620,620

   

$

10,620,620

 
                 

Total Investments at Value — 100.9% (Cost $910,470,537)

         

$

1,061,068,856

 
                 

Liabilities in Excess of Other Assets (0.9%)

           

(8,952,591

)

                 

Net Assets — 100.0%

         

$

1,052,116,265

 

 

(a)

Non-income producing security.

 

(b)

The rate shown is the 7-day effective yield as of November 30, 2016.

 

N.V. — Naamloze Vennootschap

 

plc — Public Limited Company

 

See accompanying notes to financial statements.

 

10

 


LYRICAL U.S. HEDGED VALUE FUND
SCHEDULE OF INVESTMENTS
November 30, 2016

COMMON STOCKS — 108.7%

 

Shares

   

Value

 

Consumer Discretionary — 15.7%

           

Auto Components — 4.0%

           

Goodyear Tire & Rubber Company (The) (a)

   

1,288

   

$

39,528

 

Tenneco, Inc. (b)

   

283

     

16,683

 
             

56,211

 

Household Durables — 3.7%

               

Whirlpool Corporation (a)

   

315

     

51,168

 
                 

Internet & Direct Marketing Retail — 3.2%

               

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

   

2,156

     

44,651

 
                 

Media — 4.8%

               

Comcast Corporation - Class A (a)

   

964

     

67,008

 
                 

Energy — 10.4%

               

Energy Equipment & Services — 2.3%

               

National Oilwell Varco, Inc. (a)

   

871

     

32,541

 
                 

Oil, Gas & Consumable Fuels — 8.1%

               

EOG Resources, Inc. (a)

   

585

     

59,974

 

Suncor Energy, Inc. (a)

   

1,657

     

52,792

 
             

112,766

 

Financials — 18.8%

               

Capital Markets — 4.2%

               

Ameriprise Financial, Inc. (a)

   

509

     

58,133

 
                 

Insurance — 14.6%

               

Aflac, Inc. (a)

   

921

     

65,741

 

Assurant, Inc. (a)

   

352

     

30,392

 

Lincoln National Corporation

   

1,021

     

65,446

 

Willis Towers Watson plc (a)

   

346

     

43,032

 
             

204,611

 

Health Care — 9.6%

               

Health Care Providers & Services — 9.6%

               

Aetna, Inc. (a)

   

514

     

67,252

 

Anthem, Inc. (a)

   

472

     

67,274

 
             

134,526

 

Industrials — 15.4%

               

Commercial Services & Supplies — 4.3%

               

Johnson Controls International plc (a)

   

1,319

     

59,329

 

 

11

 


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

COMMON STOCKS — 108.7% (Continued)

 

Shares

   

Value

 

Industrials — 15.4% (Continued)

           

Construction & Engineering — 1.5%

           

AECOM (a) (b)

   

577

   

$

20,974

 
                 

Electrical Equipment — 4.0%

               

Eaton Corporation plc (a)

   

842

     

56,001

 
                 

Road & Rail — 2.4%

               

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

   

527

     

20,179

 

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

   

522

     

13,144

 
             

33,323

 

Trading Companies & Distributors — 3.2%

               

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

   

1,052

     

45,078

 
                 

Information Technology — 33.3%

               

Communications Equipment — 3.5%

               

ARRIS International plc (b)

   

703

     

20,169

 

CommScope Holding Company, Inc. (a) (b)

   

800

     

28,784

 
             

48,953

 

Electronic Equipment, Instruments & Components — 9.5%

               

Corning, Inc. (a)

   

2,755

     

66,202

 

TE Connectivity Ltd. (a)

   

975

     

65,949

 
             

132,151

 

IT Services — 4.0%

               

Western Union Company (The) (a)

   

2,662

     

55,982

 
                 

Semiconductors & Semiconductor Equipment — 6.4%

               

Broadcom Ltd. (a)

   

376

     

64,104

 

Microsemi Corporation (b)

   

466

     

25,514

 
             

89,618

 

Software — 4.6%

               

Symantec Corporation (a)

   

2,628

     

64,097

 
                 

Technology Hardware, Storage & Peripherals — 5.3%

               

NCR Corporation (b)

   

836

     

32,395

 

Western Digital Corporation (a)

   

656

     

41,761

 
             

74,156

 

Materials — 5.5%

               

Chemicals — 4.4%

               

Celanese Corporation - Series A (a)

   

774

     

61,393

 

 

12

 


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

COMMON STOCKS — 108.7% (Continued)

 

Shares

   

Value

 

Materials — 5.5% (Continued)

           

Containers & Packaging — 1.1%

           

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

   

824

   

$

15,137

 
                 

Total Common Stocks (Cost $1,482,677)

         

$

1,517,807

 

 

MONEY MARKET FUNDS — 1.2%

 

Shares

   

Value

 

Invesco Short-Term Investments Trust - Treasury Portfolio - Institutional Shares, 0.26% (c) (Cost $16,436)

   

16,436

   

$

16,436

 
                 

Total Investments at Value — 109.9% (Cost $1,499,113)

         

$

1,534,243

 
                 

Liabilities in Excess of Other Assets(d) (9.9%)

           

(137,770

)

                 

Net Assets — 100.0%

         

$

1,396,473

 

 

(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, 2016.

 

(d)

Includes cash held as margin deposits for short positions.

 

N.V. — Naamloze Vennootschap

 

plc — Public Limited Company

 

See accompanying notes to financial statements.

 

13

 


LYRICAL U.S. HEDGED VALUE FUND
SCHEDULE OF SECURITIES SOLD SHORT
November 30, 2016  

EXCHANGE-TRADED FUNDS — 53.6%

 

Shares

   

Value

 

Consumer Discretionary Select Sector SPDR® Fund (The)

   

1,017

   

$

83,242

 

Energy Select Sector SPDR® Fund (The)

   

997

     

74,207

 

Financial Select Sector SPDR® Fund (The)

   

6,720

     

151,267

 

Health Care Select Sector SPDR® Fund (The)

   

1,121

     

77,069

 

Industrial Select Sector SPDR® Fund (The)

   

2,615

     

163,202

 

Materials Select Sector SPDR® Fund (The)

   

561

     

28,016

 

Technology Select Sector SPDR® Fund (The)

   

3,622

     

172,045

 

Total Securities Sold Short 53.6% (Proceeds $679,510)

         

$

749,048

 

 

See accompanying notes to financial statements.

 

14

 


LYRICAL FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
November 30, 2016  

 

 

Lyrical U.S.
Value
Equity Fund

   

Lyrical U.S.
Hedged
Value Fund

 

ASSETS

           

Investments in securities:

           

At acquisition cost

 

$

910,470,537

   

$

1,499,113

 

At value (Note 2)

 

$

1,061,068,856

   

$

1,534,243

 

Deposits with brokers for securities sold short (Note 2)

   

     

608,993

 

Dividends receivable

   

1,558,493

     

2,324

 

Receivable for capital shares sold

   

1,523,601

     

150

 

Receivable from Adviser (Note 4)

   

     

15,067

 

Other assets

   

17,597

     

5,661

 

Total assets

   

1,064,168,547

     

2,166,438

 
                 

LIABILITIES

               

Distributions payable

   

2,627,445

     

595

 

Securities sold short, at value (Note 2) (proceeds $— and $679,510 respectively)

   

     

749,048

 

Payable for capital shares redeemed

   

8,230,645

     

4,777

 

Payable to Adviser (Note 4)

   

1,058,522

     

 

Payable to administrator (Note 4)

   

82,340

     

8,510

 

Accrued brokerage expense on securities sold short (Note 2)

   

     

165

 

Other accrued expenses

   

53,330

     

6,870

 

Total liabilities

   

12,052,282

     

769,965

 
                 

NET ASSETS

 

$

1,052,116,265

   

$

1,396,473

 
                 

NET ASSETS CONSIST OF:

               

Paid-in capital

 

$

900,500,395

   

$

1,430,321

 

Accumulated net investment income (loss)

   

15,200,942

     

(133

)

Accumulated net realized gains (losses) from security transactions

   

(14,183,391

)

   

693

 

Net unrealized appreciation (depreciation) on:

               

Investments

   

150,598,319

     

35,130

 

Securities sold short

   

     

(69,538

)

NET ASSETS

 

$

1,052,116,265

   

$

1,396,473

 
                 

NET ASSET VALUE PER SHARE:

               

INSTITUTIONAL CLASS

               

Net assets applicable to Institutional Class

 

$

993,903,564

   

$

821,429

 

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

   

59,884,896

     

84,959

 

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

 

$

16.60

   

$

9.67

 

INVESTOR CLASS

               

Net assets applicable to Investor Class

 

$

58,212,701

   

$

575,044

 

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

   

3,522,978

     

59,838

 

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

 

$

16.52

   

$

9.61

 

 

See accompanying notes to financial statements.

 

15

 


LYRICAL FUNDS
STATEMENTS OF OPERATIONS
Year Ended November 30, 2016

  

 

Lyrical U.S.
Value
Equity Fund

   

Lyrical U.S.
Hedged
Value Fund

 

INVESTMENT INCOME

           

Dividend income

 

$

29,084,905

   

$

39,068

 

Foreign withholding taxes on dividends

   

(297,672

)

   

(355

)

Total investment income

   

28,787,233

     

38,713

 
                 

EXPENSES

               

Investment advisory fees (Note 4)

   

11,976,891

(a) 

   

20,928

 

Administration fees (Note 4)

   

665,436

     

28,000

 

Distribution fees - Investor Class (Note 4)

   

189,100

     

1,465

 

Fund accounting fees (Note 4)

   

109,053

     

34,385

 

Transfer agent fees (Note 4)

   

87,623

     

24,000

 

Compliance fees (Note 4)

   

97,931

     

12,000

 

Custody and bank service fees

   

92,402

     

6,552

 

Registration and filing fees

   

85,848

     

10,086

 

Professional fees

   

40,146

     

34,968

 

Postage and supplies

   

38,132

     

3,230

 

Networking fees

   

14,605

     

14,605

 

Trustees' fees and expenses (Note 4)

   

10,165

     

10,165

 

Dividend expense on securities sold short (Note 2)

   

     

14,191

 

Printing of shareholder reports

   

10,813

     

3,220

 

Insurance expense

   

2,546

     

2,546

 

Prime brokerage expense on securities sold short (Note 2)

   

     

4,515

 

Other expenses

   

33,582

     

5,611

 

Total expenses

   

13,454,273

     

230,467

 

Fee reductions and expense reimbursements by Adviser (Note 4)

   

     

(186,666

)

Net expenses

   

13,454,273

     

43,801

 
                 

NET INVESTMENT INCOME (LOSS)

   

15,332,960

     

(5,088

)

                 

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

               

Net realized gains (losses) from:

               

Investments

   

4,951,586

     

41,829

 

Securities sold short

   

     

(1,927

)

Net change in unrealized appreciation (depreciation) on:

               

Investments

   

135,673,446

     

95,448

 

Securities sold short

   

     

(54,825

)

NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS AND SECURITIES SOLD SHORT

   

140,625,032

     

80,525

 
                 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

 

$

155,957,992

   

$

75,437

 

 

(a)

Includes $22,152 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,
2016

   

Year
Ended
November 30,
2015

 

FROM OPERATIONS

           

Net investment income

 

$

15,332,960

   

$

1,440,862

 

Net realized gains from security transactions

   

4,951,586

     

12,579,532

 

Net change in unrealized appreciation (depreciation) on investments

   

135,673,446

     

(31,320,202

)

Net increase (decrease) in net assets resulting from operations

   

155,957,992

     

(17,299,808

)

                 

DISTRIBUTIONS TO SHAREHOLDERS (Note 2)

               

From net investment income, Institutional Class

   

(1,403,762

)

   

(168,471

)

From net investment income, Investor Class

   

(6,340

)

   

 

From net realized gains, Institutional Class

   

(29,274,092

)

   

(11,690,275

)

From net realized gains, Investor Class

   

(2,366,361

)

   

(193,318

)

Decrease in net assets from distributions to shareholders

   

(33,050,555

)

   

(12,052,064

)

                 

CAPITAL SHARE TRANSACTIONS

               

Institutional Class

               

Proceeds from shares sold

   

653,121,923

     

339,352,309

 

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

   

24,129,237

     

9,377,973

 

Payments for shares redeemed

   

(395,236,728

)

   

(282,422,299

)

Net increase in Institutional Class net assets from capital share transactions

   

282,014,432

     

66,307,983

 
                 

Investor Class

               

Proceeds from shares sold

   

59,719,286

     

118,329,002

 

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

   

2,323,727

     

181,114

 

Payments for shares redeemed

   

(66,805,457

)

   

(59,563,305

)

Net increase (decrease) in Investor Class net assets from capital share transactions

   

(4,762,444

)

   

58,946,811

 
                 

TOTAL INCREASE IN NET ASSETS

   

400,159,425

     

95,902,922

 
                 

NET ASSETS

               

Beginning of year

   

651,956,840

     

556,053,918

 

End of year

 

$

1,052,116,265

   

$

651,956,840

 
                 

UNDISTRIBUTED NET INVESTMENT INCOME

 

$

15,200,942

   

$

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,
2016

   

Year
Ended
November 30,
2015

 

CAPITAL SHARE ACTIVITY

           

Institutional Class

           

Shares sold

   

47,161,187

     

21,132,995

 

Shares issued in reinvestment of distributions to shareholders

   

1,509,246

     

592,967

 

Shares redeemed

   

(26,574,555

)

   

(17,510,391

)

Net increase in shares outstanding

   

22,095,878

     

4,215,571

 

Shares outstanding at beginning of year

   

37,789,018

     

33,573,447

 

Shares outstanding at end of year

   

59,884,896

     

37,789,018

 
                 

Investor Class

               

Shares sold

   

3,943,726

     

7,202,116

 

Shares issued in reinvestment of distributions to shareholders

   

147,285

     

11,470

 

Shares redeemed

   

(4,510,214

)

   

(3,826,599

)

Net increase (decrease) in shares outstanding

   

(419,203

)

   

3,386,987

 

Shares outstanding at beginning of year

   

3,942,181

     

555,194

 

Shares outstanding at end of year

   

3,522,978

     

3,942,181

 

 

See accompanying notes to financial statements.

 

18

 


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

 

 

Year
Ended
November 30,
2016

   

Year
Ended
November 30,
2015

 

FROM OPERATIONS

           

Net investment loss

 

$

(5,088

)

 

$

(22,709

)

Net realized gains (losses) from:

               

Investments

   

41,829

     

21,575

 

Securities sold short

   

(1,927

)

   

(3,393

)

Net change in unrealized appreciation (depreciation) on:

               

Investments

   

95,448

     

(60,317

)

Securities sold short

   

(54,825

)

   

2,207

 

Net increase (decrease) in net assets resulting from operations

   

75,437

     

(62,637

)

                 

DISTRIBUTIONS TO SHAREHOLDERS (Note 2)

               

From net realized gains, Institutional Class

   

(27,448

)

   

(54

)

From net realized gains, Investor Class

   

(20,037

)

   

(57

)

Decrease in net assets from distributions to shareholders

   

(47,485

)

   

(111

)

                 

CAPITAL SHARE TRANSACTIONS

               

Institutional Class

               

Proceeds from shares sold

   

     

220,000

 

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

   

26,757

     

54

 

Net increase in Institutional Class net assets from capital share transactions

   

26,757

     

220,054

 
                 

Investor Class

               

Proceeds from shares sold

   

13,373

     

126,747

 

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

   

19,764

     

54

 

Payments for shares redeemed

   

(86,803

)

   

(94,359

)

Net increase (decrease) in Investor Class net assets from capital share transactions

   

(53,666

)

   

32,442

 
                 

TOTAL INCREASE IN NET ASSETS

   

1,043

     

189,748

 
                 

NET ASSETS

               

Beginning of year

   

1,395,430

     

1,205,682

 

End of year

 

$

1,396,473

   

$

1,395,430

 
                 

ACCUMULATED NET INVESTMENT LOSS

 

$

(133

)

 

$

 

 

See accompanying notes to financial statements.

 

19

 


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

 

 

Year
Ended
November 30,
2016

   

Year
Ended
November 30,
2015

 

CAPITAL SHARE ACTIVITY

           

Institutional Class

           

Shares sold

   

     

21,883

 

Shares issued in reinvestment of distributions to shareholders

   

2,782

     

6

 

Net increase in shares outstanding

   

2,782

     

21,889

 

Shares outstanding at beginning of year

   

82,177

     

60,288

 

Shares outstanding at end of year

   

84,959

     

82,177

 
                 

Investor Class

               

Shares sold

   

1,471

     

12,770

 

Shares issued in reinvestment of distributions to shareholders

   

2,067

     

6

 

Shares redeemed

   

(9,416

)

   

(9,763

)

Net increase (decrease) in shares outstanding

   

(5,878

)

   

3,013

 

Shares outstanding at beginning of year

   

65,716

     

62,703

 

Shares outstanding at end of year

   

59,838

     

65,716

 

 

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,

2016

   

Year
Ended
November 30,

2015

   

Year
Ended
November 30,

2014

   

Period
Ended
November 30,
2013
(a)

 

Net asset value at beginning of period

 

$

15.63

   

$

16.29

   

$

13.78

   

$

10.00

 
                                 

Income (loss) from investment operations:

                               

Net investment income (loss)

   

0.24

     

0.04

     

(0.00

)(b)

   

0.00

(b) 

Net realized and unrealized gains (losses) on investments

   

1.40

     

(0.35

)

   

2.66

     

3.78

 

Total from investment operations

   

1.64

     

(0.31

)

   

2.66

     

3.78

 
                                 

Less distributions:

                               

Dividends from net investment income

   

(0.04

)

   

(0.00

)(b)

   

(0.00

)(b)

   

 

Distributions from net realized gains

   

(0.63

)

   

(0.35

)

   

(0.15

)

   

 

Total distributions

   

(0.67

)

   

(0.35

)

   

(0.15

)

   

 
                                 

Net asset value at end of period

 

$

16.60

   

$

15.63

   

$

16.29

   

$

13.78

 
                                 

Total return (c)

   

10.73

%

   

(1.91

%)

   

19.41

%

   

37.80

%(d)

                                 

Net assets at end of period (000's)

 

$

993,904

   

$

590,582

   

$

547,021

   

$

97,948

 
                                 

Ratios/supplementary data:

                               

Ratio of total expenses to average net assets

   

1.38

%

   

1.42

%

   

1.45

%

   

1.93

%(e)

                                 

Ratio of net expenses to average net assets

   

1.38

%

   

1.42

%

   

1.44

%(f)

   

1.45

%(e)(f)

                                 

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

   

1.62

%

   

0.24

%

   

(0.00

%)(g)(f)

   

0.01

%(e)(f)

                                 

Portfolio turnover rate

   

36

%

   

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/or reimbursed expenses for the periods ended November 30, 2014 and 2013 (Note 4).

 

(d)

Not annualized.

 

(e)

Annualized.

 

(f)

Ratio was determined after advisory fee reductions and/or 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,

2016

   

Year
Ended
November 30,
2015

   

Period
Ended
November 30,
2014
(a)

 

Net asset value at beginning of period

 

$

15.57

   

$

16.27

   

$

14.68

 
                         

Income (loss) from investment operations:

                       

Net investment income (loss)

   

0.30

     

0.01

     

(0.01

)

Net realized and unrealized gains (losses) on investments

   

1.28

     

(0.36

)

   

1.60

 

Total from investment operations

   

1.58

     

(0.35

)

   

1.59

 
                         

Less distributions:

                       

Distributions from net investment income

   

(0.00

)(b)

   

     

 

Distributions from net realized gains

   

(0.63

)

   

(0.35

)

   

 

Total distributions

   

(0.63

)

   

(0.35

)

   

 
                         

Net asset value at end of period

 

$

16.52

   

$

15.57

   

$

16.27

 
                         

Total return (c)

   

10.36

%

   

(2.19

%)

   

10.83

%(d)

                         

Net assets at end of period (000's)

 

$

58,213

   

$

61,375

   

$

9,033

 
                         

Ratios/supplementary data:

                       

Ratio of total expenses to average net assets

   

1.70

%

   

1.72

%

   

2.39

%(e)

                         

Ratio of net expenses to average net assets

   

1.70

%

   

1.70

%(f)

   

1.70

%(e)(f)

                         

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

   

1.39

%

   

0.03

%(f)

   

(0.18

%)(e)(f)

                         

Portfolio turnover rate

   

36

%

   

21

%

   

20

%(d)(g)

 

(a)

Represents the period from the commencement of operations (February 24, 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/or reimbursed expenses for the periods ended November 30, 2014 and 2013 (Note 4).

 

(d)

Not annualized.

 

(e)

Annualized.

 

(f)

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

 
(g)
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,

2016

   

Year
Ended
November 30,
2015

   

Period
Ended
November 30,
2014
(a)

 

Net asset value at beginning of period

 

$

9.45

   

$

9.81

   

$

10.00

 
                         

Income (loss) from investment operations:

                       

Net investment loss

   

(0.02

)

   

(0.13

)

   

(0.04

)

Net realized and unrealized gains (losses) on investments and securities sold short

   

0.57

     

(0.23

)

   

(0.15

)

Total from investment operations

   

0.55

     

(0.36

)

   

(0.19

)

                         

Less distributions:

                       

Distributions from net realized gains

   

(0.33

)

   

(0.00

)(b)

   

 
                         

Net asset value at end of period

 

$

9.67

   

$

9.45

   

$

9.81

 
                         

Total return (c)

   

5.88

%

   

(3.66

%)

   

(1.90%

)(d)

                         

Net assets at end of period (000's)

 

$

821

   

$

777

   

$

591

 
                         

Ratios/supplementary data:

                       

Ratio of total expenses to average net assets

   

16.71

%

   

14.76

%

   

16.57

%(e)

                         

Ratio of net expenses to average net assets (f)

   

3.14

%

   

3.16

%

   

2.59

%(e)

                         

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

   

2.08

%

   

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

%

   

1.75

%(e)

                         

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

   

(0.26

%)

   

(1.49

%)

   

(1.15

%)(e)

                         

Portfolio turnover rate

   

17

%

   

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,

2016

   

Year
Ended
November 30,
2015

   

Period
Ended
November 30,
2014
(a)

 

Net asset value at beginning of period

 

$

9.42

   

$

9.80

   

$

10.00

 
                         

Income (loss) from investment operations:

                       

Net investment loss

   

(0.06

)

   

(0.18

)

   

(0.05

)

Net realized and unrealized gains (losses) on investments and securities sold short

   

0.58

     

(0.20

)

   

(0.15

)

Total from investment operations

   

0.52

     

(0.38

)

   

(0.20

)

                         

Less distributions:

                       

Distributions from net realized gains

   

(0.33

)

   

(0.00

)(b)

   

 
                         

Net asset value at end of period

 

$

9.61

   

$

9.42

   

$

9.80

 
                         

Total return (c)

   

5.58

%

   

(3.87

%)

   

(2.00%

)(d)

                         

Net assets at end of period (000's)

 

$

575

   

$

619

   

$

614

 
                         

Ratios/supplementary data:

                       

Ratio of total expenses to average net assets

   

17.54

%

   

15.49

%

   

16.95

%(e)

                         

Ratio of net expenses to average net assets (f)

   

3.39

%

   

3.41

%

   

2.84

%(e)

                         

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

   

2.34

%

   

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

%

   

2.00

%(e)

                         

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

   

(0.53

%)

   

(1.78

%)

   

(1.38

%)(e)

                         

Portfolio turnover rate

   

17

%

   

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, 2016


 

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 requiring 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 requiring 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.”

 

In October 2016, the Securities and Exchange Commission (the “SEC”) released its final rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduces two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN, also contains amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments. Although still evaluating the impact of the Rule, management believes that many of the Regulation S-X amendments are consistent with the Funds’ current financial statement presentation and expects that the Funds will be able to comply with the Rule’s Regulation S-X amendments by the August 1, 2017 compliance date.

 

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 mean 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

 

25

 


LYRICAL FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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 (“NAV”) may differ from quoted or published prices for the same securities.

 

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

 

Various inputs are used in determining the value of 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, 2016:

 

Lyrical U.S. Value Equity Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Investments in Securities

                       

Common Stocks

 

$

1,050,448,236

   

$

   

$

   

$

1,050,448,236

 

Money Market Funds

   

10,620,620

     

     

     

10,620,620

 

Total

 

$

1,061,068,856

   

$

   

$

   

$

1,061,068,856

 

 

 

26

 


LYRICAL FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

Lyrical U.S. Hedged Value Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Investments in Securities

                       

Common Stocks

 

$

1,517,807

   

$

   

$

   

$

1,517,807

 

Money Market Funds

   

16,436

     

     

     

16,436

 

Total

 

$

1,534,243

   

$

   

$

   

$

1,534,243

 
                                 

Other Financial Instruments

                         

Exchange-Traded Funds - Sold Short

 

$

(749,048

)

 

$

   

$

   

$

(749,048

)


 

Refer to the Funds’ Schedules of Investments and Schedule of Securities Sold Short, as applicable, for a listing of securities by industry or sector type. As of November 30, 2016, the Funds did not have any transfers between Levels. 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, 2016. It is the Funds’ policy to recognize transfers between Levels at the end of the reporting period.

 

Share valuation – The NAV 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 NAV per share of such class.

 

Investment income – Dividend income is recorded on the ex-dividend date. Interest income is accrued as earned. Withholding taxes on foreign dividends have been recorded in accordance with the Funds’ understanding of the appropriate country’s rules and tax rates.

 

Security transactions – Security transactions are accounted for on the trade date. Realized 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 – Each Fund distributes 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

 

27

 


LYRICAL FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

shareholders are recorded on the ex-dividend date. The tax character of distributions paid to shareholders by the Funds during the years ended November 30, 2016 and 2015 was as follows:

 

Year
Ended

Ordinary
Income

Long-Term

Capital Gains

Total
Distributions

Lyrical U.S. Value Equity Fund -

11/30/2016

$ 3,276,517

$ 27,401,337

$ 30,677,854

Institutional Class

11/30/2015

$ 7,662,064

$ 4,196,682

$ 11,858,746

Lyrical U.S. Value Equity Fund -

11/30/2016

$ 116,943

$ 2,255,758

$ 2,372,701

Investor Class

11/30/2015

$ 123,919

$ 69,399

$ 193,318

Lyrical U.S. Hedged Value Fund -

11/30/2016

$ —

$ 27,448

$ 27,448

Institutional Class

11/30/2015

$ 34

$ 20

$ 54

Lyrical U.S. Hedged Value Fund -

11/30/2016

$ —

$ 20,037

$ 20,037

Investor Class

11/30/2015

$ 36

$ 21

$ 57

 

Lyrical U.S. Value Equity Fund made the following distributions subsequent to November 30, 2016 to shareholders of record on December 29, 2016:

 

     

Per Share

Record
Date

Ex-Date

Ordinary
Income

Lyrical U.S. Value Equity Fund - Institutional Class

12/29/2016

12/30/2016

$ 0.2375

Lyrical U.S. Value Equity Fund - Investor Class

12/29/2016

12/30/2016

0.1719

 

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

 

28

 


LYRICAL FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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 NAV 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.

 

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 NAV) 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.

 

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, 2016:

 

 

 

Lyrical U.S.

Value

Equity Fund

   

Lyrical U.S.

Hedged

Value Fund

 

Tax cost of portfolio investments

 

$

925,242,428

   

$

1,499,113

 

Gross unrealized appreciation

 

$

181,248,360

   

$

188,052

 

Gross unrealized depreciation

   

(45,421,932

)

   

(152,922

)

Net unrealized appreciation

   

135,826,428

     

35,130

 

Net unrealized depreciation on securities sold short

   

     

(72,400

)

Undistributed ordinary income

   

15,416,437

     

 

Undistributed long-term gains

   

373,005

     

3,555

 

Accumulated capital and other losses

   

     

(133

)

Distributable earnings

 

$

151,615,870

   

$

(33,848

)


 

29

 


LYRICAL FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

As of November 30, 2016, the proceeds of securities sold short on a tax basis is $676,648 for Lyrical U.S. Hedged Value Fund.

 

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.

 

Net qualified late year losses represent ordinary losses incurred after December 31, 2015 and specified capital losses incurred after October 31, 2016. These losses are deemed to arise on the first day of the Fund’s next taxable year. For the year ended November 30, 2016, Lyrical U.S. Hedged Value Fund intends to defer $133 of late year ordinary losses to December 1, 2016 for federal income tax purposes.

 

For the year ended November 30, 2016, the following reclassifications were made as a result of permanent differences between financial statement and income tax reporting requirements:

 

 

 

Lyrical U.S.

Value

Equity Fund

   

Lyrical U.S.

Hedged

Value Fund

 

Paid-in capital

 

$

   

$

(4,955

)

Accumulated net investment income (loss)

   

     

4,955

 

Accumulated net realized gains (losses) from security transactions

   

     

 

 

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, 2016 for Lyrical U.S. Value Equity Fund and November 30, 2014 through November 30, 2016 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 identify their major tax jurisdiction as U.S. Federal.

 

3. Investment Transactions

 

During the year ended November 30, 2016, cost of purchases and proceeds from sales of investment securities, other than short-term investments and short positions, amounted to $606,334,158 and $339,641,057, respectively, for Lyrical U.S. Value Equity Fund and $232,460 and $237,112, respectively, for Lyrical U.S. Hedged Value Fund.

 

30

 


LYRICAL FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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.

 

Pursuant to an Expense Limitation Agreement (“ELA”) between each Fund and the Adviser, the Adviser has contractually agreed, until March 31, 2018, to reduce investment advisory fees and reimburse other operating expenses to limit total annual 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, 2016, the Adviser did not collect any of its investment advisory fees from Lyrical U.S. Hedged Value Fund and, in addition, reimbursed other operating expenses of $165,738.

 

Under the terms of the ELA, investment advisory fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of three years after such fees and expenses were incurred, provided that the repayments do not cause total annual fund operating expenses of the Funds to exceed the foregoing expense limitations. During the year ended November 30, 2016, the Adviser recouped from Lyrical U.S. Value Equity Fund $22,152 of prior years’ investment advisory fee reductions and expense reimbursements. As of November 30, 2016, 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

November 30, 2019

Total

Lyrical U.S. Value Equity Fund

$ —

$ 2,918

$ —

$ 2,918

Lyrical U.S. Hedged Value Fund

$ 59,418

$ 164,816

$ 186,666

$ 410,900

 

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 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. The Distributor is compensated by the Adviser (not the Funds).

 

A Trustee and certain officers of the Trust are also officers of Ultimus and/or the Distributor.

 

DISTRIBUTION PLAN

The Funds have adopted a plan 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, 2016, the Investor Class shares of Lyrical U.S. Value Equity Fund and Lyrical U.S. Hedged Value Fund incurred $189,100 and $1,465, respectively, of distribution fees under the Plan.

 

TRUSTEE COMPENSATION

Effective October 1, 2016, each Trustee who is not an “interested person” of the Trust (“Independent Trustee”) receives a $1,000 annual retainer from each Fund, paid quarterly, except for the Board Chair who receives a $1,200 annual retainer from each Fund, paid quarterly. Each Independent Trustee also receives from each Fund a fee of $500 for each Board meeting attended plus reimbursement for travel and other meeting-related expenses. Prior to October 1, 2016, each Fund paid each Independent Trustee a fee of $500 for each Board meeting attended plus a $500 annual retainer.

 

32

 


LYRICAL FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

PRINCIPAL HOLDERS OF FUND SHARES

As of November 30, 2016, 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

 

Morgan Stanley Smith Barney LLC (for the benefit of its customers)

37%

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

17%

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

7%

Lyrical U.S. Value Equity Fund - Investor Class

 

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

86%

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

86%

 

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.

 

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 NAV per share. Occasionally, market conditions, regulatory changes or other developments may negatively impact a particular sector. As of November 30, 2016, Lyrical U.S. Value Equity Fund and Lyrical U.S. Hedged Value Fund had 31.3% and 33.3%, 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 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 statements of assets and liabilities of Lyrical U.S. Value Equity Fund and Lyrical U.S. Hedged Value Fund, each a series of shares of beneficial interest in Ultimus Managers Trust (the “Funds”), including the schedules of investments, as of November 30, 2016, and the related statements 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 or periods presented. 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, 2016 by correspondence with the custodian and brokers. 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, 2016, and the results of their operations for the year then ended, the changes in their net assets for each of the years in the two-year period then ended 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, 2017

 

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, 2016) and held until the end of the period (November 30, 2016).

 

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 the Funds’ prospectus.

 

 

Beginning
Account Value
June 1, 2016

Ending
Account Value
November 30, 2016

Net
Expense

Ratio(a)

Expenses

Paid During

Period(b)

Lyrical U.S. Value Equity Fund

Institutional Class

       

Based on Actual Fund Returns

$ 1,000.00

$ 1,114.00

1.38%

$ 7.29

Based on Hypothetical 5% Return (before expenses)

$ 1,000.00

$ 1,018.10

1.38%

$ 6.96

Investor Class

       

Based on Actual Fund Returns

$ 1,000.00

$ 1,111.70

1.70%

$ 8.97

Based on Hypothetical 5% Return (before expenses)

$ 1,000.00

$ 1,016.50

1.70%

$ 8.57

Lyrical U.S. Hedged Value Fund

Institutional Class

       

Based on Actual Fund Returns

$ 1,000.00

$ 1,066.20

3.00%

$ 15.50

Based on Hypothetical 5% Return (before expenses)

$ 1,000.00

$ 1,010.00

3.00%

$ 15.08

Investor Class

       

Based on Actual Fund Returns

$ 1,000.00

$ 1,065.40

3.25%

$ 16.78

Based on Hypothetical 5% Return (before expenses)

$ 1,000.00

$ 1,008.75

3.25%

$ 16.32

 

(a)

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

 

(b)

Expenses are equal to each Fund’s annualized net expense ratio multiplied by the average account value over the period, multiplied by 183/366 (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, 2016. 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 intends to designate up to a maximum amount of $3,393,460 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 $29,657,095 and $47,485, respectively, as a long-term capital gain distribution. As required by federal regulations, complete information was computed and reported in conjunction with your 2016 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, Cincinnati, Ohio 45246.

 

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)

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

25

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.

25

None

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

25

None

John J. Discepoli
Year of Birth: 1963

Since

June 2012

Chairman
(May 2016 to present)

 

Trustee
(June 2012 to present)

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

25

None

 

*

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

 

 

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

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)

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); President, Unified Series Trust (2016 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)

V.P., Mutual Fund Controller of Ultimus Fund Solutions, LLC (2014 to present); Business Analyst of Ultimus Fund Solutions, LLC (2007 to 2014)

 

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

Bo J. Howell
Year of Birth: 1981

Since

October 2014

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

Secretary, Unified Series Trust (2016 to present); V.P., 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)

Chief Compliance Officer of The Caldwell & Orkin Funds, Inc. (2016 to present); Senior Compliance Officer of Ultimus Fund Solutions, LLC (2015 to present); Senior Compliance Manager at Touchstone Mutual Funds (2013 to 2015); Senior Compliance Manager at Fund Evaluation Group (2011 to 2013)

 

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 1-888-884-8099.

 

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 the Funds’ 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 24-25, 2016, 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. The Board also recalled its review of the materials related to the Funds and the Adviser throughout the preceding 12 months and its numerous discussions with Trust management and the Adviser about the operations and performance of the Funds during that period.

 

In considering whether to approve the continuation of 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 each Fund including, without limitation, its investment advisory services since each Fund’s inception; its compliance procedures and practices; its efforts to promote the Fund and assist in its distribution; and its compliance program. 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 to each Fund were satisfactory and adequate.

 

The investment performance of the Funds. In this regard, the Board compared the performance of each Fund with the performance of its benchmark indexes, 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. The Board noted that the Lyrical Value Fund had overperformed relative to its peer group and Morningstar category for the three-year period and underperformed over the one-year period, each period ending September 30, 2016. Following additional discussion of the investment performance of each Fund; the Adviser’s experience in managing mutual funds, private funds, and separate accounts; the Adviser’s 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 their relationship with the Funds. In this regard, the Board considered the Adviser’s staffing; 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

 

42

 


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


 

considered its discussion with the Adviser regarding its 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, 2018.

 

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 Fund, and the nature of the investment strategies. The Board noted that each Fund’s advisory fee was higher than the average and median 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 ratio for each Fund was higher than the average and median expense ratio for the other funds in each 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 received by the Funds. The Board noted that the fee structures applicable to the Adviser’s other clients were not indicative of any unreasonableness with respect to the advisory fees proposed to be payable to each of the Funds. The Board further considered the investment strategy and style used by the Adviser in managing the portfolio of each Fund. Following these comparisons and considerations and upon further consideration and discussion of the foregoing, the Board concluded that for each Fund, the advisory fees paid to the Adviser by the Fund are fair and reasonable.

 

The extent to which the Funds and their investors would benefit from economies of scale. 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 remained the same as asset levels increased, the shareholders of the Funds have experienced benefits from the ELA and shareholders of the Lyrical Hedged 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 discussion of the asset levels for each Fund, expectations for asset 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

 

43

 


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


 

for each Fund; the process by which the Adviser evaluates best execution; 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 for each Fund that the Adviser’s practices regarding brokerage and portfolio transactions are satisfactory.

 

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 for each Fund 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 Investment Advisory Agreement was in the best interests of each Fund and its shareholders.

 

44

 


 

 

 

This page intentionally left blank.

 

 
 

 

 

 

RYAN LABS CORE BOND FUND

(RLCBX)

 

RYAN LABS LONG CREDIT FUND

(RLLCX)

 

 

 

Annual Report

November 30, 2016

 

 


RYAN LABS FUNDS
LETTER TO SHAREHOLDERS

December 20, 2016

 

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 fiscal year ended November 30, 2016. On behalf of the investment manager, Ryan Labs Asset Management, Inc., we would like to thank you for your continued investment.

 

MARKET RECAP

We believe strength in commodity-related sectors has helped stabilize credit markets after oil prices largely contributed to the first quarter turmoil. Liquidity has improved recently as demand for corporate credit has been strong from both domestic and international buyers. In corporates, third quarter earnings growth has been flat yet has exceeded depressed analyst expectations, while leverage remains higher than a few years ago. Despite this, corporate management has been able to take advantage of the low cost of capital environment to continue to access the debt markets. YTD ending November 30, 2016 the Bloomberg Barclays U.S. Corporate Index has generated excess returns (over duration neutral Treasuries) of 4.07% while the Bloomberg Barclays U.S. Corporate Long Index generated excess returns of 7.57%. The 10 year US treasury yield has increased from 1.58% on August 31, 2016 to 2.38% on November 30, 2016. CMBS spreads have tightened alongside other credit sectors yet pockets of the market remain wide due to commercial real estate (CRE) fundamental concerns. We believe the largest fear has primarily been the outlook for the retail sector, as malls have had mixed performance with the rise of Amazon and other Internet based retailers gaining market share. In ABS, credit has tightened materially over the last several months, as lower macro volatility and higher front-end yields have helped technically, attracting capital to the sector. Fundamentally, the US consumer has continued to perform well, helping ABS subsectors tied to consumer credit such as auto receivables and credit cards. Student loan debt remains the exception, as the future of the space continues to experience policy uncertainty. In the Agency MBS sector, the steepening of the yield curve has led to underperformance of lower coupon conventional mortgage paper as the negative convexity inherent in the space was on full display. The MBS index lengthened into the rates sell-off, exacerbating underperformance versus treasuries.

 

RYAN LABS CORE BOND FUND (RLCBX)

 

INVESTMENT PHILOSOPHY

The overall investment objective of Ryan Labs Core Bond Fund (the “Fund”) is to seek total return, consisting of current income and capital appreciation, versus the Bloomberg Barclays U.S. Aggregate Bond Index (the “Benchmark”). We attempt to accomplish this investment objective by investing at least 80% of Fund assets in US dollar-denominated, investment-grade fixed income securities. There have been no changes to this philosophy.

 

1

 


PERFORMANCE SUMMARY

Quarter-to-date ending November 30, 2016, the Fund returned -3.10% compared to the Benchmark return of –3.17%, outperforming the Benchmark by 7 bps. For the year ending November 30, 2016 the Fund returned 2.69% compared to the Benchmark return of 2.17%, outperforming by 52 bps. We continued to be overweight Financials in Q4 2016 which contributed towards outperformance. Our decision to overweight securitized issuers hurt performance in the fourth quarter. Issuers that contributed to outperformance were the Kingdom of Saudi Arabia, a few CMBS issuers and Voya. The top five underperformers were mainly securitized issuers.

 

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 Bloomberg Barclays U.S. Long Credit Index (the “Long Credit Benchmark”). We attempt to accomplish this investment objective by investing at least 80% of Long Credit Fund assets in U.S. dollar-denominated investment-grade debt securities. There have been no changes to this philosophy. The inception date of the Long Credit Fund is November 13, 2015.

 

PERFORMANCE SUMMARY

Quarter-to-date ending November 30, 2016, the Long Credit Fund’s total return was -8.07% compared to the Long Credit Benchmark return of -7.81%, underperforming the Benchmark by 26 bps. For the year ending November 30, 2016 the Long Credit Fund returned 7.11% compared to the Long Credit Benchmark return of 7.20%, underperforming by 9 bps. The portfolio was underweight Industrials while being overweight the Financial sector. This positioning of the portfolio contributed towards negative excess returns relative to the Long Credit Benchmark. Top performers included Teachers Insurance and Annuity Association of America, Buckeye Partners, French utility EDF, and Energy Transfer Partners. Underperformers included Wells Fargo, JP Morgan, AT&T, Mexico and New York City Water and Sewer bonds.

 

OUTLOOK

The main themes for 2017 are President-elect Trump’s policy changes related to cash repatriation, lowering corporate taxes, increasing infrastructure spending, defense spending and the Federal Open Market Committee's (the "FOMC") unexpected hawkish view looking into 2017. So far this has meant higher bond yields, a stronger U.S. dollar, tighter corporate bond spreads, strong equity performance against political uncertainty in Europe and new questions about international relations with China and Russia. Trump’s proposed reforms in immigration could lead to higher costs from labor and lowering profit margins. We are monitoring the impact of changes in corporate taxation on supply dynamics in corporate credit.

 

After the FOMC’s rate hike on December 15, 2016, and with its more hawkish view for 2017, we could see an accelerated pace of corporate debt issuance early, but if changes to corporate taxes limit or eliminate interest deductibility this could offset those gains,

 

2

 


particularly in the long run. Higher oil prices post OPEC deal could help lower the high debt levels versus cash flow in the energy sector. We continue to be cautious on credit markets as leverage is historically high and spreads adjusted for leverage are at long term tight levels. However, we would look to add to corporate credit names, some of which have deleveraged their balance sheets and provide what we believe to be acceptable risk/reward profiles, and add through new issue concessions.

 

 

Sean McShea
President, Ryan Labs Asset Management

 

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. For a complete list of securities held by the Funds as of November 30, 2016, please see the Schedules of Investments sections 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

 


RYAN LABS CORE BOND FUND
PERFORMANCE INFORMATION
November 30, 2016 (Unaudited)


 

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

 

Average Annual Total Returns
For the Periods Ended November 30, 2016

 

1 Year

Since
Inception
(b)

Ryan Labs Core Bond Fund(a)

2.69%

1.82%

Bloomberg Barclays U.S. Aggregate Bond Index

2.17%

1.67%

 

(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.

 

4

 


RYAN LABS LONG CREDIT FUND
PERFORMANCE INFORMATION
November 30, 2016 (Unaudited)


 

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

 

Average Annual Total Returns
For the Periods Ended November 30, 2016

 

1 Year

Since
Inception
(b)

Ryan Labs Long Credit Fund(a)

7.11%

7.51%

Bloomberg Barclays U.S. Long Credit Index

7.20%

7.97%

 

(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.

 

5

 


RYAN LABS CORE BOND FUND
PORTFOLIO INFORMATION
November 30, 2016 (Unaudited)


 

Asset Allocation (% of Net Assets)

 

 

Top 10 Holdings


Security Description

% of
Net Assets

U.S. Treasury Notes, 1.375%, due 10/31/2020

6.5%

U.S. Treasury Notes, 0.750%, due 10/31/2017

3.6%

U.S. Treasury Notes, 1.375%, due 08/31/2020

3.0%

U.S. Treasury Notes, 2.125%, due 12/31/2021

2.8%

U.S. Treasury Notes, 0.750%, due 09/30/2018

2.5%

Federal Home Loan Mortgage Corporation, Pool #G08707, 4.000%, due 05/01/2046

2.4%

Federal Home Loan Mortgage Corporation, Pool #G08737, 3.000%, due 12/01/2046

1.9%

U.S. Treasury Notes, 2.500%, due 05/15/2024

1.9%

U.S. Treasury Bonds, 2.250%, due 08/15/2046

1.7%

U.S. Treasury Bonds, 5.375%, due 02/15/2031

1.6%

 

6

 


RYAN LABS LONG CREDIT FUND
PORTFOLIO INFORMATION
November 30, 2016 (Unaudited)


 

Asset Allocation (% of Net Assets)

 

Top 10 Holdings


Security Description

% of
Net Assets

U.S. Treasury Bonds, 2.250%, due 08/15/2046

4.9%

U.S. Treasury Notes, 2.000%, due 11/15/2026

2.2%

AT&T, Inc., 4.500%, due 05/15/2035

1.9%

GE Capital International Funding Company, 144A, 4.418%, due 11/15/2035

1.9%

Teachers Insurance & Annuity Association of America, 144A, 4.900%, due 09/15/2044

1.8%

Verizon Communications, Inc., 4.400%, 11/01/2034

1.6%

Comcast Corporation, 4.250%, due 01/15/2033

1.6%

United Mexican States, 4.750%, due 03/08/2044

1.5%

Anheuser-Busch InBev SA/NV, 4.900%, due 02/01/2046

1.5%

JPMorgan Chase & Company, 3.900%, due 07/15/2025

1.5%

 

7

 


RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS
November 30, 2016 

U.S. TREASURY OBLIGATIONS 37.1%

 

Coupon

 

Maturity

 

Par Value

   

Value

 

U.S. Treasury Notes 27.9%

                   

U.S. Treasury Notes

   

0.750

%

10/31/17

 

$

3,600,000

   

$

3,596,767

 

U.S. Treasury Notes

   

0.750

%

09/30/18

   

2,500,000

     

2,483,693

 

U.S. Treasury Notes

   

1.250

%

11/15/18

   

145,000

     

145,363

 

U.S. Treasury Notes

   

1.000

%

11/15/19

   

180,000

     

177,961

 

U.S. Treasury Notes

   

1.375

%

03/31/20

   

335,000

     

333,482

 

U.S. Treasury Notes

   

1.375

%

08/31/20

   

2,995,000

     

2,965,400

 

U.S. Treasury Notes

   

1.375

%

09/30/20

   

500,000

     

494,571

 

U.S. Treasury Notes

   

1.375

%

10/31/20

   

6,580,000

     

6,502,632

 

U.S. Treasury Notes

   

1.125

%

02/28/21

   

285,000

     

277,619

 

U.S. Treasury Notes

   

1.375

%

04/30/21

   

105,000

     

103,138

 

U.S. Treasury Notes

   

2.250

%

04/30/21

   

160,000

     

163,075

 

U.S. Treasury Notes

   

1.125

%

06/30/21

   

250,000

     

242,344

 

U.S. Treasury Notes

   

1.125

%

07/31/21

   

500,000

     

484,121

 

U.S. Treasury Notes

   

1.125

%

08/31/21

   

15,000

     

14,518

 

U.S. Treasury Notes

   

1.125

%

09/30/21

   

530,000

     

512,154

 

U.S. Treasury Notes

   

2.125

%

09/30/21

   

360,000

     

364,064

 

U.S. Treasury Notes

   

1.250

%

10/31/21

   

1,105,000

     

1,073,317

 

U.S. Treasury Notes

   

2.125

%

12/31/21

   

2,760,000

     

2,786,198

 

U.S. Treasury Notes

   

2.000

%

02/15/22

   

40,000

     

40,131

 

U.S. Treasury Notes

   

1.625

%

11/15/22

   

415,000

     

404,625

 

U.S. Treasury Notes

   

1.375

%

09/30/23

   

560,000

     

531,913

 

U.S. Treasury Notes

   

1.625

%

10/31/23

   

1,340,000

     

1,293,309

 

U.S. Treasury Notes

   

2.750

%

02/15/24

   

150,000

     

155,402

 

U.S. Treasury Notes

   

2.500

%

05/15/24

   

1,840,000

     

1,870,187

 

U.S. Treasury Notes

   

1.625

%

05/15/26

   

140,000

     

131,086

 

U.S. Treasury Notes

   

1.500

%

08/15/26

   

590,000

     

544,920

 

U.S. Treasury Notes

   

2.000

%

11/15/26

   

335,000

     

324,126

 
                       

28,016,116

 

U.S. Treasury Bonds 9.2%

                         

U.S. Treasury Bonds

   

5.375

%

02/15/31

   

1,190,000

     

1,594,461

 

U.S. Treasury Bonds

   

4.500

%

02/15/36

   

1,235,000

     

1,572,937

 

U.S. Treasury Bonds

   

5.000

%

05/15/37

   

165,000

     

223,156

 

U.S. Treasury Bonds

   

4.375

%

02/15/38

   

55,000

     

68,877

 

U.S. Treasury Bonds

   

4.500

%

05/15/38

   

415,000

     

528,314

 

U.S. Treasury Bonds

   

4.250

%

05/15/39

   

810,000

     

991,522

 

U.S. Treasury Bonds

   

3.000

%

05/15/42

   

1,240,000

     

1,235,835

 

U.S. Treasury Bonds

   

2.500

%

02/15/46

   

145,000

     

129,792

 

U.S. Treasury Bonds

   

2.500

%

05/15/46

   

1,235,000

     

1,105,229

 

 

8

 


RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued) 

U.S. TREASURY OBLIGATIONS 37.1% (Continued)

 

Coupon

 

Maturity

 

Par Value

   

Value

 

U.S. Treasury Bonds 9.2% (Continued)

                   

U.S. Treasury Bonds

   

2.250

%

08/15/46

 

$

2,070,000

   

$

1,751,737

 
                       

9,201,860

 

Total U.S. Treasury Obligations (Cost $37,585,645)

                   

$

37,217,976

 
  

MORTGAGE-BACKED SECURITIES 23.0%

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Commercial 9.3%

                   

AMSR Mortgage Trust, Series 2016-SFR1, Class D, 144A (a)

   

2.950

%

11/17/33

 

$

1,000,000

   

$

999,998

 

CD Commercial Mortgage Trust, Series 2016-CD2, Class C (b)

   

4.031

%

11/10/49

   

215,000

     

213,251

 

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

   

4.724

%

10/15/45

   

440,000

     

417,359

 

Commercial Mortgage Trust, Series 2013-LC6, Class AM

   

3.282

%

01/10/46

   

49,000

     

49,676

 

Commercial Mortgage Trust, Series 2015-LC21, Class C (a)

   

4.312

%

07/10/48

   

120,000

     

107,534

 

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

   

2.500

%

05/25/43

   

506,127

     

476,155

 

CSAIL Commercial Mortgage Trust, Series 2015-C3, Class D (a)

   

3.505

%

08/15/48

   

808,687

     

590,715

 

CSAIL Commercial Mortgage Trust, Series 2015-C2, Class D (a)

   

4.352

%

06/15/57

   

260,000

     

185,046

 

GS Mortgage Securities Trust, Series 2016-GS3-C, Class C (a)

   

3.999

%

10/10/49

   

230,000

     

219,909

 

JPMBB Commercial Mortgage Securities Trust, Series 2015-C28, Class C (a)

   

4.380

%

10/15/48

   

755,000

     

675,475

 

JPMCC Commercial Mortgage Securities Trust, Series 2016-NINE, Class A, 144A (a)

   

2.949

%

10/06/38

   

70,000

     

68,114

 

JPMCC Commercial Mortgage Securities Trust, Series 2014-FRR1, Class B702, 144A

   

4.234

%

04/27/44

   

630,000

     

615,887

 

JPMCC Commercial Mortgage Securities Trust, Series 2012-LC9, Class E, 144A (a)

   

4.562

%

12/15/47

   

711,000

     

657,786

 

 

9

 


RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued) 

MORTGAGE-BACKED SECURITIES 23.0% (Continued)

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Commercial 9.3% (Continued)

                   

JPMCC Commercial Mortgage Securities Trust, Series 2014-FRR1, Class BK10, 144A (a)

   

2.874

%

11/27/49

 

$

420,000

   

$

386,812

 

JPMDB Commercial Mortgage Securities Trust, Series 2016-C4, Class B (a)

   

3.638

%

12/15/49

   

170,000

     

170,516

 

Starwood Retail Property Trust,
Series 2014-STAR, Class C, 144A (a)

   

3.038

%

11/15/27

   

45,000

     

44,295

 

UBS-Citigroup Commercial Mortgage Trust, Series 2011-C1, Class E,
144A (a)

   

6.063

%

01/10/45

   

1,000,000

     

1,066,114

 

Wachovia Bank Commercial Mortgage Trust, Series 2007-C30, Class AM

   

5.383

%

12/15/43

   

240,000

     

240,510

 

Wells Fargo Commercial Mortgage Trust, Series 2016-BNK1, Class B

   

2.967

%

08/15/49

   

210,000

     

200,798

 

WF-RBS Commercial Mortgage Trust, Series 2012-C10, Class D, 144A (a)

   

4.601

%

12/15/45

   

1,335,000

     

1,201,705

 

WF-RBS Commercial Mortgage Trust, Series 2014-C22, Class D (a)

   

4.056

%

09/15/57

   

1,000,000

     

742,383

 
                       

9,330,038

 

Federal Home Loan Mortgage Corporation 7.2%

                         

Federal Home Loan Mortgage Corporation, Pool #J19087

   

3.000

%

05/01/27

   

360,386

     

370,647

 

Federal Home Loan Mortgage Corporation, Pool #G18481

   

3.000

%

09/01/28

   

256,318

     

263,631

 

Federal Home Loan Mortgage Corporation, Pool #G18622

   

2.500

%

12/01/31

   

400,000

     

401,846

 

Federal Home Loan Mortgage Corporation, Pool #A93093

   

4.500

%

07/01/40

   

113,589

     

123,539

 

Federal Home Loan Mortgage Corporation, Pool #A94472

   

4.000

%

10/01/40

   

189,352

     

200,109

 

Federal Home Loan Mortgage Corporation, Pool #Q19470

   

3.000

%

06/01/43

   

219,066

     

218,753

 

Federal Home Loan Mortgage Corporation, Pool #Q20576

   

3.000

%

08/01/43

   

404,491

     

403,372

 

Federal Home Loan Mortgage Corporation, Pool #G08572

   

3.500

%

02/01/44

   

149,880

     

153,899

 

Federal Home Loan Mortgage Corporation, Pool #G08677

   

4.000

%

11/01/45

   

666,143

     

700,895

 

Federal Home Loan Mortgage Corporation, Pool #G08707

   

4.000

%

05/01/46

   

2,263,851

     

2,382,544

 

 

10

 


RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued) 

MORTGAGE-BACKED SECURITIES 23.0% (Continued)

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Federal Home Loan Mortgage Corporation 7.2% (Continued)

               

Federal Home Loan Mortgage Corporation, Pool #G08737

   

3.000

%

12/01/46

 

$

1,960,000

   

$

1,952,993

 
                       

7,172,228

 

Federal National Mortgage Association 4.9%

                         

Federal National Mortgage Association, Series 2015-M7, Class AB2

   

2.502

%

12/25/24

   

160,000

     

155,426

 

Federal National Mortgage Association, Pool #AJ7494

   

3.000

%

12/01/26

   

253,396

     

261,127

 

Federal National Mortgage Association, Pool #AO7976

   

3.000

%

06/01/27

   

91,994

     

94,747

 

Federal National Mortgage Association, Pool #AB5490

   

3.000

%

07/01/27

   

89,916

     

92,601

 

Federal National Mortgage Association, Pool #AE0443

   

6.500

%

10/01/39

   

26,252

     

29,737

 

Federal National Mortgage Association, Pool #AB5379

   

3.500

%

06/01/42

   

1,428,623

     

1,467,872

 

Federal National Mortgage Association, Pool #AB6670

   

3.000

%

10/01/42

   

199,123

     

199,377

 

Federal National Mortgage Association, Pool #AB9345

   

3.000

%

05/01/43

   

394,591

     

395,092

 

Federal National Mortgage Association, Pool #AB9350

   

3.000

%

05/01/43

   

171,319

     

171,536

 

Federal National Mortgage Association, Pool #AB9558

   

3.000

%

06/01/43

   

409,129

     

409,649

 

Federal National Mortgage Association, Pool #AT5860

   

3.500

%

06/01/43

   

741,478

     

764,693

 

Federal National Mortgage Association, Pool #AL4010

   

3.500

%

07/01/43

   

179,764

     

185,716

 

Federal National Mortgage Association, Pool #AS1338

   

5.000

%

12/01/43

   

234,014

     

256,386

 

Federal National Mortgage Association, Pool #AL5625

   

3.500

%

03/01/44

   

107,844

     

111,376

 

Federal National Mortgage Association, Pool #AL5538

   

4.000

%

07/01/44

   

79,413

     

84,317

 

Federal National Mortgage Association, Pool #AS5165

   

3.000

%

06/01/45

   

213,304

     

213,390

 
                       

4,893,042

 

 

11

 


RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued) 

MORTGAGE-BACKED SECURITIES 23.0% (Continued)

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Government National Mortgage Association 1.6%

                   

Government National Mortgage Association, Pool #5175

   

4.500

%

09/20/41

 

$

106,887

   

$

116,536

 

Government National Mortgage Association, Pool #MA3937

   

3.500

%

09/20/46

   

1,288,295

     

1,342,967

 

Government National Mortgage Association, Series 2014-13, Class VA

   

3.000

%

01/16/54

   

171,313

     

183,233

 
                       

1,642,736

 

Total Mortgage-Backed Securities (Cost $23,436,348)

                   

$

23,038,044

 

 

ASSET-BACKED SECURITIES 11.2%

 

Coupon

 

Maturity

 

Par Value

   

Value

 

American Credit Acceptance Receivables Trust, Series 2016-3, Class B, 144A

   

2.870

%

08/12/22

 

$

455,000

   

$

451,793

 

American Credit Acceptance Receivables Trust, Series 2016-4, Class D, 144A

   

4.110

%

04/12/23

   

500,000

     

494,840

 

AmeriCredit Automobile Receivables Trust, Series 2015-2, Class D

   

3.000

%

06/08/21

   

570,000

     

577,548

 

AmeriCredit Automobile Receivables Trust, Series 2016-1, Class D

   

3.590

%

02/08/22

   

275,000

     

281,163

 

AmeriCredit Automobile Receivables Trust, Series 2016-3, Class D

   

2.710

%

09/08/22

   

400,000

     

395,218

 

Avis Budget Rental Car Funding (AESOP), LLC, Series 2012-3A, Class B, 144A

   

3.040

%

03/20/19

   

90,000

     

90,421

 

Avis Budget Rental Car Funding (AESOP), LLC, Series 2013-1A, Class B, 144A

   

2.620

%

09/20/19

   

70,000

     

69,870

 

CPS Auto Trust, Series 2015-C, Class A, 144A

   

1.770

%

06/17/19

   

90,780

     

90,919

 

Cronos Containers Program Ltd., Series 2013-1A, Class A, 144A

   

3.080

%

04/18/28

   

25,667

     

24,666

 

Drive Auto Receivables Trust, Series 2016-BA, Class C, 144A (a)

   

3.190

%

07/15/22

   

540,000

     

545,084

 

Drive Auto Receivables Trust, Series 2016-BA, Class D, 144A

   

4.530

%

08/15/23

   

980,000

     

988,945

 

 

12

 


RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued) 

ASSET-BACKED SECURITIES 11.2% (Continued)

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Drive Auto Receivables Trust, Series 2016-CA, Class D, 144A (b)

   

4.180

%

03/15/24

 

$

1,100,000

   

$

1,099,784

 

Exeter Automobile Receivables Trust, Series 2016-3A, Class C, 144A

   

4.220

%

06/15/22

   

770,000

     

763,775

 

Morgan Stanley Capital I Trust, Series 2016-UB11, Class D, 144A

   

3.500

%

08/15/49

   

260,000

     

190,793

 

MVW Owner Trust, Series 2013-1A, Class B, 144A

   

2.740

%

04/22/30

   

43,461

     

43,595

 

Santander Drive Auto Receivables Trust, Series 2015-1, Class D

   

3.240

%

04/15/21

   

150,000

     

152,221

 

Santander Drive Auto Receivables Trust, Series 2015-3, Class D

   

3.490

%

05/17/21

   

1,280,000

     

1,303,890

 

Santander Drive Auto Receivables Trust, Series 2016-1, Class D

   

4.020

%

04/15/22

   

600,000

     

621,612

 

Santander Drive Auto Receivables Trust, Series 2016-2, Class D (a)

   

3.390

%

04/15/22

   

790,000

     

799,769

 

Santander Drive Auto Receivables Trust, Series 2016-3, Class D

   

2.800

%

08/15/22

   

660,000

     

651,507

 

Shops at Crystals Trust, Series 2016-CSTL, Class D, 144A

   

3.731

%

07/05/36

   

510,000

     

467,176

 

Sierra Receivables Funding Company, LLC, Series 2014-2A, Class B

   

2.400

%

06/20/31

   

83,107

     

83,142

 

Sierra Receivables Funding Company, LLC, Series 2016-3A, Class B, 144A

   

2.630

%

10/20/33

   

458,626

     

453,051

 

Structured Agency Credit Risk Debt Notes, Series 15-DN1, Class M2 (a)

   

2.984

%

01/25/25

   

401,360

     

403,208

 

Structured Agency Credit Risk Debt Notes, Series 2016-DNA2, Class M2 (a)

   

2.784

%

10/25/28

   

180,000

     

182,044

 

Total Asset-Backed Securities (Cost $11,224,406)

                   

$

11,226,034

 

 

CORPORATE BONDS 26.9%

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Consumer Discretionary 1.6%

                   

21st Century Fox America, 144A

   

4.750

%

11/15/46

 

$

90,000

   

$

91,316

 

Alibaba Group Holding Ltd.

   

2.500

%

11/28/19

   

205,000

     

206,361

 

Comcast Corporation

   

3.600

%

03/01/24

   

510,000

     

527,836

 

Mattel, Inc.

   

2.350

%

08/15/21

   

315,000

     

308,779

 

Priceline Group, Inc. (The)

   

3.600

%

06/01/26

   

290,000

     

286,944

 

Starbucks Corporation

   

2.100

%

02/04/21

   

210,000

     

209,026

 
                       

1,630,262

 

 

13

 


RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued) 

CORPORATE BONDS 26.9% (Continued)

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Consumer Staples 1.2%

                   

Bunge Ltd. Finance Corporation

   

3.250

%

08/15/26

 

$

455,000

   

$

438,099

 

Kraft Heinz Foods Company

   

5.200

%

07/15/45

   

370,000

     

393,464

 

Walgreens Boots Alliance, Inc.

   

3.100

%

06/01/23

   

360,000

     

355,450

 
                       

1,187,013

 

Energy 2.2%

                         

BP Capital Markets plc

   

1.375

%

05/10/18

   

90,000

     

89,683

 

BP Capital Markets plc

   

3.216

%

11/28/23

   

280,000

     

279,827

 

Chevron Corporation

   

1.561

%

05/16/19

   

250,000

     

248,513

 

Chevron Corporation

   

2.419

%

11/17/20

   

165,000

     

166,175

 

Enbridge, Inc.

   

5.500

%

12/01/46

   

275,000

     

282,159

 

Exxon Mobil Corporation

   

2.726

%

03/01/23

   

180,000

     

179,761

 

Phillips 66

   

4.875

%

11/15/44

   

330,000

     

339,722

 

Plains All American Pipeline LP/PAA Finance Corporation

   

4.500

%

12/15/26

   

115,000

     

113,564

 

Shell International Finance B.V.

   

1.875

%

05/10/21

   

185,000

     

180,269

 

Shell International Finance B.V.

   

4.000

%

05/10/46

   

350,000

     

324,859

 

Total Capital Canada Ltd.

   

1.550

%

06/28/17

   

40,000

     

40,049

 
                       

2,244,581

 

Financials 14.0%

                         

Air Lease Corporation

   

2.125

%

01/15/20

   

250,000

     

246,049

 

American International Group, Inc.

   

3.900

%

04/01/26

   

435,000

     

441,499

 

Bank of America Corporation

   

1.650

%

03/26/18

   

905,000

     

905,043

 

Bank of America Corporation

   

7.625

%

06/01/19

   

210,000

     

236,457

 

Bank of America Corporation

   

5.875

%

01/05/21

   

185,000

     

206,802

 

Bank of America Corporation

   

3.500

%

04/19/26

   

340,000

     

335,704

 

Bank of America Corporation

   

3.248

%

10/21/27

   

285,000

     

271,598

 

Bank of Montreal

   

1.500

%

07/18/19

   

200,000

     

197,407

 

Bank of New York Mellon Corporation

   

3.000

%

10/30/28

   

480,000

     

455,840

 

Bear Stearns Companies, LLC

   

7.250

%

02/01/18

   

405,000

     

430,172

 

Berkshire Hathaway, Inc.

   

2.100

%

08/14/19

   

80,000

     

80,708

 

BNP Paribas

   

2.400

%

12/12/18

   

1,390,000

     

1,403,005

 

Citigroup, Inc.

   

2.050

%

12/07/18

   

70,000

     

70,028

 

Citigroup, Inc.

   

3.300

%

04/27/25

   

185,000

     

181,090

 

Citigroup, Inc.

   

4.600

%

03/09/26

   

370,000

     

381,370

 

Citigroup, Inc.

   

4.450

%

09/29/27

   

325,000

     

329,514

 

Fifth Third Bank

   

1.625

%

09/27/19

   

155,000

     

152,876

 

General Electric Capital Corporation

   

5.625

%

05/01/18

   

165,000

     

174,737

 

Goldman Sachs Group, Inc.

   

2.625

%

01/31/19

   

300,000

     

303,173

 

Goldman Sachs Group, Inc.

   

2.750

%

09/15/20

   

190,000

     

190,897

 

Goldman Sachs Group, Inc.

   

3.750

%

02/25/26

   

225,000

     

226,440

 

 

14

 


RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued) 

CORPORATE BONDS 26.9% (Continued)

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Financials 14.0% (Continued)

                   

Huntington Bancshares, Inc.

   

2.600

%

08/02/18

 

$

115,000

   

$

116,109

 

Huntington Bancshares, Inc.

   

2.300

%

01/14/22

   

225,000

     

218,788

 

JPMorgan Chase & Company

   

2.250

%

01/23/20

   

1,245,000

     

1,241,139

 

JPMorgan Chase & Company

   

3.625

%

12/01/27

   

255,000

     

248,325

 

Lazard Group, LLC

   

3.625

%

03/01/27

   

455,000

     

432,786

 

Loews Corporation

   

3.750

%

04/01/26

   

320,000

     

325,033

 

Morgan Stanley

   

5.550

%

04/27/17

   

285,000

     

289,738

 

Morgan Stanley

   

3.125

%

07/27/26

   

185,000

     

177,234

 

Morgan Stanley

   

3.950

%

04/23/27

   

175,000

     

173,248

 

Paccar Financial Corporation

   

1.400

%

11/17/17

   

75,000

     

75,173

 

Royal Bank of Canada

   

1.625

%

04/15/19

   

185,000

     

183,444

 

State Street Corporation

   

1.950

%

05/19/21

   

195,000

     

191,175

 

Sumitomo Mitsui Financial Group, Inc.

   

2.442

%

10/19/21

   

435,000

     

427,922

 

Suntrust Banks, Inc.

   

2.700

%

01/27/22

   

285,000

     

285,079

 

Toyota Motor Credit Corporation

   

1.375

%

01/10/18

   

130,000

     

129,958

 

Toyota Motor Credit Corporation

   

2.100

%

01/17/19

   

145,000

     

145,793

 

Toyota Motor Credit Corporation

   

3.400

%

09/15/21

   

105,000

     

109,610

 

U.S. Bancorp

   

1.950

%

11/15/18

   

125,000

     

125,680

 

Voya Financial, Inc.

   

3.650

%

06/15/26

   

200,000

     

193,144

 

Voya Financial, Inc.

   

4.800

%

06/15/46

   

370,000

     

349,408

 

Wells Fargo & Company

   

3.000

%

10/23/26

   

40,000

     

38,275

 

Wells Fargo & Company

   

4.300

%

07/22/27

   

185,000

     

191,262

 

Westpac Banking Corporation

   

2.100

%

05/13/21

   

190,000

     

186,201

 

Westpac Banking Corporation

   

4.322

%

11/23/31

   

940,000

     

931,921

 
                       

14,006,854

 

Health Care 1.7%

                         

Abbvie, Inc.

   

4.450

%

05/14/46

   

100,000

     

93,801

 

Actavis, Inc.

   

1.875

%

10/01/17

   

695,000

     

696,302

 

Amgen, Inc.

   

4.400

%

05/01/45

   

315,000

     

300,777

 

Biogen, Inc.

   

4.050

%

09/15/25

   

265,000

     

272,793

 

Celgene Corporation

   

3.875

%

08/15/25

   

5,000

     

5,083

 

Celgene Corporation

   

5.000

%

08/15/45

   

185,000

     

191,253

 

Medtronic, Inc.

   

1.375

%

04/01/18

   

80,000

     

79,888

 

Medtronic, Inc.

   

2.500

%

03/15/20

   

30,000

     

30,293

 
                       

1,670,190

 

Industrials 0.4%

                         

CSX Corporation

   

2.600

%

11/01/26

   

220,000

     

206,134

 

CSX Corporation

   

3.800

%

11/01/46

   

125,000

     

113,401

 

FedEx Corporation

   

4.550

%

04/01/46

   

100,000

     

99,678

 

 

15

 


RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued) 

CORPORATE BONDS 26.9% (Continued)

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Industrials 0.4% (Continued)

                   

Glencore Funding, LLC, 144A

   

2.500

%

01/15/19

 

$

9,000

   

$

8,933

 
                       

428,146

 

Information Technology 1.3%

                         

Apple, Inc.

   

1.000

%

05/03/18

   

235,000

     

233,924

 

Cisco Systems, Inc.

   

1.400

%

02/28/18

   

200,000

     

200,099

 

Intel Corporation

   

1.350

%

12/15/17

   

80,000

     

80,160

 

Microsoft Corporation

   

3.700

%

08/08/46

   

360,000

     

335,050

 

Motorola Solutions, Inc.

   

3.750

%

05/15/22

   

400,000

     

400,770

 
                       

1,250,003

 

Materials 0.8%

                         

Ecolab, Inc.

   

1.450

%

12/08/17

   

125,000

     

124,958

 

LyondellBasell Industries N.V.

   

5.000

%

04/15/19

   

65,000

     

68,799

 

Monsanto Company

   

5.500

%

08/15/25

   

315,000

     

351,158

 

Southern Copper Corporation

   

3.875

%

04/23/25

   

290,000

     

282,448

 
                       

827,363

 

Real Estate 0.2%

                         

Hospitality Properties Trust

   

4.500

%

03/15/25

   

215,000

     

208,936

 

Welltower, Inc.

   

2.250

%

03/15/18

   

25,000

     

25,122

 
                       

234,058

 

Telecommunication Services 2.4%

                         

América Móvil S.A.B. de C.V.

   

5.000

%

10/16/19

   

570,000

     

615,333

 

AT&T, Inc.

   

4.600

%

02/15/21

   

315,000

     

333,592

 

Comcast Corporation

   

4.250

%

01/15/33

   

100,000

     

102,967

 

Comision Federal de Electricidad, 144A

   

4.750

%

02/23/27

   

200,000

     

186,000

 

Sprint Spectrum Company LLC, 144A

   

3.360

%

03/20/23

   

980,000

     

982,450

 

Verizon Communications, Inc.

   

4.500

%

09/15/20

   

15,000

     

16,057

 

Verizon Communications, Inc.

   

6.550

%

09/15/43

   

71,000

     

88,495

 

Verizon Communications, Inc.

   

4.125

%

08/15/46

   

50,000

     

44,599

 
                       

2,369,493

 

Utilities 1.1%

                         

Buckeye Partners, L.P.

   

6.050

%

01/15/18

   

305,000

     

318,022

 

Buckeye Partners, L.P.

   

2.650

%

11/15/18

   

125,000

     

125,839

 

Duke Energy Progress, Inc.

   

5.300

%

01/15/19

   

45,000

     

48,297

 

Oglethorpe Power Corporation

   

6.100

%

03/15/19

   

60,000

     

64,970

 

PacifiCorp

   

4.100

%

02/01/42

   

195,000

     

195,090

 

Public Service Electric & Gas Company

   

2.300

%

09/15/18

   

125,000

     

126,536

 

Virginia Electric & Power Company

   

1.200

%

01/15/18

   

190,000

     

189,186

 
                       

1,067,940

 

Total Corporate Bonds (Cost $27,287,290)

                   

$

26,915,903

 

 

16

 


RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued) 

INTERNATIONAL BONDS 0.6%

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Kingdom of Saudi Arabia, 144A

   

4.500

%

10/26/46

 

$

535,000

   

$

515,536

 

United Mexican States

   

4.000

%

10/02/23

   

120,000

     

119,700

 

Total International Bonds (Cost $644,797)

                   

$

635,236

 

 

MONEY MARKET FUNDS 18.5%

 

Shares

   

Value

 

Fidelity Institutional Money Market Government Portfolio - Class I, 0.28% (c)

   

14,195,083

   

$

14,195,083

 

Invesco Short-Term Investments Trust - Treasury Portfolio - Institutional Shares, 0.26% (c)

   

4,370,730

     

4,370,730

 

Total Money Market Funds (Cost $18,565,813)

         

$

18,565,813

 
                 

Total Investments at Value 117.3% (Cost $118,744,299)

         

$

117,599,006

 
                 

Liabilities in Excess of Other Assets (17.3%)

           

(17,362,533

)

                 

Net Assets 100.0%

         

$

100,236,473

 

 

144A -

This is a restricted security that was sold 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 $13,493,172 at November 30, 2016, representing 13.5% of net assets.

 

(a)

Variable rate security. The rate shown is the effective interest rate as of November 30, 2016.

 

(b)

Security values have been determined in good faith pursuant to procedures adopted by the Board of Trustees. The total value of such securities is $1,313,035 at November 30, 2016, representing 1.3% of net assets (Note 2).

 

(c)

The rate shown is the 7-day effective yield as of November 30, 2016.

 

See accompanying notes to financial statements.

 

17

 


RYAN LABS LONG CREDIT FUND
SCHEDULE OF INVESTMENTS
November 30, 2016 

U.S. TREASURY OBLIGATIONS 7.1%

 

Coupon

 

Maturity

 

Par Value

   

Value

 

U.S. Treasury Notes 2.2%

                   

U.S. Treasury Notes

   

2.000

%

11/15/26

 

$

1,205,000

   

$

1,165,885

 
                           

U.S. Treasury Bonds 4.9%

                         

U.S. Treasury Bonds

   

2.250

%

08/15/46

   

3,090,000

     

2,614,912

 
                           

Total U.S. Treasury Obligations(Cost $3,802,944)

                   

$

3,780,797

 

 

MUNICIPAL BONDS 8.0%

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Bay Area, CA, Toll Authority Toll Bridge, Revenue

   

6.263

%

04/01/49

 

$

500,000

   

$

685,450

 

California State, Build America Bonds, General Obligation

   

7.550

%

04/01/39

   

500,000

     

743,020

 

New York City Transitional Finance Authority Build America Bonds, Revenue

   

5.508

%

08/01/37

   

325,000

     

397,257

 

New York City Water & Sewer System, Build America Bonds, Revenue

   

5.750

%

06/15/41

   

565,000

     

721,906

 

Port Authority of New York & New Jersey Bonds, Revenue

   

4.926

%

10/01/51

   

555,000

     

623,742

 

San Diego County, CA, Water Authority Financing Agency, Revenue, Series B,

   

6.138

%

05/01/49

   

445,000

     

582,843

 

University of California, Revenue

   

4.131

%

05/15/45

   

540,000

     

536,123

 

Total Municipal Bonds (Cost $4,417,878)

                   

$

4,290,341

 

 

CORPORATE BONDS 79.9%

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Consumer Discretionary 10.1%

                   

21st Century Fox America, Inc.

   

4.950

%

10/15/45

 

$

720,000

   

$

742,326

 

Comcast Corporation

   

4.250

%

01/15/33

   

850,000

     

875,223

 

Ford Motor Company

   

4.750

%

01/15/43

   

320,000

     

299,281

 

Hasbro, Inc.

   

6.350

%

03/15/40

   

240,000

     

278,418

 

Home Depot, Inc.

   

4.250

%

04/01/46

   

540,000

     

555,852

 

Home Depot, Inc.

   

3.500

%

09/15/56

   

150,000

     

130,886

 

Johnson (S.C.) & Son, Inc., 144A

   

4.350

%

09/30/44

   

540,000

     

537,599

 

 

18

 


RYAN LABS LONG CREDIT FUND
SCHEDULE OF INVESTMENTS (Continued)

CORPORATE BONDS 79.9% (Continued)

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Consumer Discretionary 10.1% (Continued)

                   

Macy's Retail Holdings, Inc.

   

6.650

%

07/15/24

 

$

255,000

   

$

289,277

 

Newell Brands, Inc.

   

5.500

%

04/01/46

   

565,000

     

640,195

 

Nike, Inc.

   

3.375

%

11/01/46

   

450,000

     

403,768

 

PepsiCo, Inc.

   

3.450

%

10/06/46

   

120,000

     

107,060

 

Time Warner, Inc.

   

7.700

%

05/01/32

   

240,000

     

317,059

 

Time Warner, Inc.

   

6.750

%

06/15/39

   

200,000

     

225,959

 
                       

5,402,903

 

Consumer Staples 3.9%

                         

Anheuser-Busch InBev SA/NV

   

4.900

%

02/01/46

   

755,000

     

807,785

 

Bunge Ltd. Finance Corporation

   

3.250

%

08/15/26

   

380,000

     

365,885

 

CVS Health Corporation

   

5.125

%

07/20/45

   

380,000

     

416,894

 

Wal-Mart Stores, Inc.

   

4.300

%

04/22/44

   

455,000

     

477,592

 
                       

2,068,156

 

Energy 7.6%

                         

Boardwalk Pipelines, L.P.

   

5.950

%

06/01/26

   

375,000

     

400,611

 

BP Capital Markets plc

   

3.723

%

11/28/28

   

240,000

     

241,515

 

Energy Transfer Partners, L.P.

   

6.050

%

06/01/41

   

125,000

     

123,570

 

Energy Transfer Partners, L.P.

   

6.500

%

02/01/42

   

600,000

     

623,363

 

Enterprise Products Operating, L.P.

   

5.100

%

02/15/45

   

220,000

     

218,373

 

Exxon Mobil Corporation

   

4.114

%

03/01/46

   

545,000

     

547,135

 

Kinder Morgan Energy Partners, L.P.

   

6.500

%

09/01/39

   

325,000

     

337,201

 

Marathon Petroleum Corporation

   

5.850

%

12/15/45

   

215,000

     

198,342

 

Petroleos Mexicanos

   

5.500

%

06/27/44

   

170,000

     

131,495

 

Shell International Finance B.V.

   

4.375

%

05/11/45

   

710,000

     

700,048

 

Shell International Finance B.V.

   

3.750

%

09/12/46

   

145,000

     

130,105

 

Statoil ASA

   

3.950

%

05/15/43

   

125,000

     

116,578

 

Williams Partners, L.P.

   

4.000

%

09/15/25

   

315,000

     

303,901

 
                       

4,072,237

 

Financials 17.7%

                         

Alleghany Corporation

   

4.900

%

09/15/44

   

600,000

     

563,959

 

Citigroup, Inc.

   

4.450

%

09/29/27

   

515,000

     

522,153

 

FMR, LLC, 144A

   

6.500

%

12/14/40

   

445,000

     

545,644

 

GE Capital International Funding Company, 144A

   

4.418

%

11/15/35

   

985,000

     

1,025,354

 

Goldman Sachs Group, Inc

   

3.500

%

11/16/26

   

235,000

     

230,919

 

Goldman Sachs Group, Inc.

   

4.250

%

10/21/25

   

125,000

     

126,882

 

HSBC Bank USA

   

5.875

%

11/01/34

   

500,000

     

574,531

 

JPMorgan Chase & Company

   

3.900

%

07/15/25

   

775,000

     

799,661

 

Lincoln National Corporation

   

7.000

%

06/15/40

   

480,000

     

591,642

 

 

19

 


RYAN LABS LONG CREDIT FUND
SCHEDULE OF INVESTMENTS (Continued) 

CORPORATE BONDS 79.9% (Continued)

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Financials 17.7% (Continued)

                   

MetLife, Inc.

   

4.875

%

11/13/43

 

$

450,000

   

$

481,237

 

Nationwide Financial Services, Inc., 144A

   

5.300

%

11/18/44

   

480,000

     

491,235

 

Pacific LifeCorp, 144A

   

5.125

%

01/30/43

   

490,000

     

496,020

 

Protective Life Corporation

   

8.450

%

10/15/39

   

325,000

     

428,774

 

Santander Issuances S.A.

   

5.179

%

11/19/25

   

400,000

     

394,673

 

Societe Generale S.A., 144A

   

4.750

%

11/24/25

   

310,000

     

307,365

 

Teachers Insurance & Annuity Association of America, 144A

   

4.900

%

09/15/44

   

915,000

     

976,965

 

Wells Fargo & Company

   

4.300

%

07/22/27

   

750,000

     

775,388

 

Wells Fargo & Company

   

3.900

%

05/01/45

   

105,000

     

98,703

 

Westpac Banking Corporation

   

4.322

%

11/23/31

   

90,000

     

89,226

 
                       

9,520,331

 

Health Care 9.5%

                         

Amgen, Inc.

   

5.150

%

11/15/41

   

275,000

     

290,439

 

Baxalta, Inc.

   

4.000

%

06/23/25

   

610,000

     

615,819

 

Celgene Corporation

   

5.000

%

08/15/45

   

390,000

     

403,182

 

Gilead Sciences, Inc.

   

4.750

%

03/01/46

   

110,000

     

113,040

 

Gilead Sciences, Inc.

   

4.150

%

03/01/47

   

720,000

     

674,314

 

Johns Hopkins Health System Corporation (The)

   

3.837

%

05/15/46

   

595,000

     

567,450

 

Koninklijke Philips N.V.

   

5.000

%

03/15/42

   

525,000

     

538,726

 

Novartis Capital Corporation

   

4.000

%

11/20/45

   

370,000

     

370,818

 

Petroleos Mexicanos

   

6.750

%

09/21/47

   

337,000

     

295,589

 

Pfizer, Inc.

   

4.125

%

12/15/46

   

120,000

     

120,016

 

Stryker Corporation

   

4.625

%

03/15/46

   

440,000

     

438,766

 

UnitedHealth Group, Inc.

   

4.750

%

07/15/45

   

615,000

     

676,082

 
                       

5,104,241

 

Industrials 3.5%

                         

CSX Corporation

   

4.250

%

11/01/66

   

220,000

     

198,303

 

Dow Chemical Company (The)

   

4.625

%

10/01/44

   

190,000

     

187,124

 

General Electric Company

   

4.500

%

03/11/44

   

200,000

     

210,696

 

Grainger (W.W.), Inc.

   

3.750

%

05/15/46

   

250,000

     

232,336

 

International Paper Company

   

4.800

%

06/15/44

   

90,000

     

86,768

 

Mosaic Company

   

5.625

%

11/15/43

   

315,000

     

296,615

 

United Parcel Service, Inc.

   

3.400

%

11/15/46

   

120,000

     

107,968

 

United Technologies Corporation

   

3.750

%

11/01/46

   

485,000

     

455,171

 

Xylem, Inc.

   

3.250

%

11/01/26

   

120,000

     

115,946

 
                       

1,890,927

 

 

20

 


RYAN LABS LONG CREDIT FUND
SCHEDULE OF INVESTMENTS (Continued) 

CORPORATE BONDS 79.9% (Continued)

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Information Technology 3.5%

                   

Apple, Inc.

   

3.450

%

02/09/45

 

$

500,000

   

$

439,440

 

Intel Corporation

   

4.900

%

07/29/45

   

85,000

     

94,658

 

Intel Corporation

   

4.100

%

05/19/46

   

290,000

     

283,231

 

KLA-Tencor Corporation

   

5.650

%

11/01/34

   

400,000

     

413,574

 

LAM Research Corporation

   

3.800

%

03/15/25

   

275,000

     

275,711

 

Microsoft Corporation

   

3.700

%

08/08/46

   

100,000

     

93,070

 

Oracle Corporation

   

6.500

%

04/15/38

   

230,000

     

300,574

 
                       

1,900,258

 

Materials 1.9%

                         

BHP Billiton Finance USA Ltd.

   

5.000

%

09/30/43

   

350,000

     

389,576

 

Burlington Resources Finance Company

   

7.200

%

08/15/31

   

400,000

     

499,480

 

CF Industries, Inc., 144A

   

4.500

%

12/01/26

   

130,000

     

127,637

 
                       

1,016,693

 

Real Estate 3.8%

                         

Hospitality Properties Trust

   

4.650

%

03/15/24

   

630,000

     

625,055

 

Host Hotels & Resorts, L.P.

   

4.000

%

06/15/25

   

500,000

     

492,118

 

Ventas Realty, L.P.

   

3.250

%

10/15/26

   

480,000

     

456,650

 

Welltower, Inc.

   

4.000

%

06/01/25

   

450,000

     

460,126

 
                       

2,033,949

 

Telecommunication Services 4.4%

                         

América Móvil S.A.B. de C.V.

   

4.375

%

07/16/42

   

225,000

     

204,215

 

AT&T, Inc.

   

4.500

%

05/15/35

   

1,100,000

     

1,042,975

 

Motorola Solutions, Inc.

   

5.500

%

09/01/44

   

250,000

     

227,121

 

Verizon Communications, Inc.

   

4.400

%

11/01/34

   

905,000

     

881,479

 
                       

2,355,790

 

Utilities 14.0%

                         

Buckeye Partners, L.P.

   

5.600

%

10/15/44

   

585,000

     

565,788

 

Commonwealth Edison Company

   

3.650

%

06/15/46

   

225,000

     

210,965

 

Consolidated Edison Company

   

4.500

%

12/01/45

   

400,000

     

418,570

 

DTE Electric Company

   

3.700

%

06/01/46

   

390,000

     

374,026

 

DTE Energy Company

   

2.850

%

10/01/26

   

595,000

     

555,368

 

Duke Energy Progress, Inc.

   

4.375

%

03/30/44

   

715,000

     

737,485

 

Électricité de France S.A., 144A

   

4.950

%

10/13/45

   

750,000

     

753,923

 

Exelon Generation Company, LLC

   

5.600

%

06/15/42

   

325,000

     

312,319

 

Florida Power & Light Company

   

5.950

%

10/01/33

   

205,000

     

254,468

 

Kentucky Utilities Company

   

4.375

%

10/01/45

   

195,000

     

203,394

 

PacifiCorp

   

6.250

%

10/15/37

   

325,000

     

421,225

 

Public Service Electric & Gas Company

   

3.950

%

05/01/42

   

445,000

     

446,909

 

Southern California Edison Company

   

4.650

%

10/01/43

   

645,000

     

708,622

 

 

21

 


RYAN LABS LONG CREDIT FUND
SCHEDULE OF INVESTMENTS (Continued) 

CORPORATE BONDS 79.9% (Continued)

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Utilities 14.0% (Continued)

                   

Southern Company Gas Capital Corporation

   

3.950

%

10/01/46

 

$

305,000

   

$

280,089

 

Southwestern Public Service Company

   

4.500

%

08/15/41

   

575,000

     

600,168

 

Virginia Electric & Power Company

   

6.350

%

11/30/37

   

515,000

     

660,023

 
                       

7,503,342

 

Total Corporate Bonds (Cost $43,296,556)

                   

$

42,868,827

 

 

INTERNATIONAL BONDS 3.6%

 

Coupon

 

Maturity

 

Par Value

   

Value

 

Kingdom of Saudi Arabia, 144A

   

4.500

%

10/26/46

 

$

195,000

   

$

187,906

 

Republic of Colombia

   

5.000

%

06/15/45

   

375,000

     

345,937

 

Republic of Philippines

   

3.700

%

03/01/41

   

125,000

     

122,203

 

Republic of Turkey

   

4.250

%

04/14/26

   

500,000

     

446,735

 

United Mexican States

   

4.750

%

03/08/44

   

919,000

     

815,613

 

Total International Bonds (Cost $1,977,280)

                   

$

1,918,394

 

 

MONEY MARKET FUNDS 4.2%

 

Shares

   

Value

 

Invesco Short-Term Investments Trust - Treasury Portfolio - Institutional Shares, 0.26% (a) (Cost $2,279,661)

   

2,279,661

   

$

2,279,661

 
                 

Total Investments at Value 102.8% (Cost $55,774,319)

         

$

55,138,020

 
                 

Liabilities in Excess of Other Assets (2.8%)

           

(1,497,949

)

                 

Net Assets 100.0%

         

$

53,640,071

 

 

144A -

This is a restricted security that was sold 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 $5,449,648 at November 30, 2016, representing 10.2% of net assets.

 

(a)

The rate shown is the 7-day effective yield as of November 30, 2016.

 

See accompanying notes to financial statements.

 

22

 


RYAN LABS FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
November 30, 2016
 

 

 

Ryan Labs

Core Bond

Fund

   

Ryan Labs

Long Credit

Fund

 

ASSETS

           

Investments in securities:

           

At acquisition cost

 

$

118,744,299

   

$

55,774,319

 

At value (Note 2)

 

$

117,599,006

   

$

55,138,020

 

Receivable for securities sold

   

1,559,112

     

 

Dividends and interest receivable

   

357,553

     

507,677

 

Other assets

   

2,865

     

2,978

 

TOTAL ASSETS

   

119,518,536

     

55,648,675

 
                 

LIABILITIES

               

Payable for securities purchased

   

19,173,596

     

1,820,722

 

Distributions payable

   

66,614

     

161,066

 

Payable to Adviser (Note 4)

   

2,793

     

5,946

 

Payable to administrator (Note 4)

   

10,990

     

8,760

 

Other accrued expenses

   

28,070

     

12,110

 

TOTAL LIABILITIES

   

19,282,063

     

2,008,604

 
                 

NET ASSETS

 

$

100,236,473

   

$

53,640,071

 
                 

NET ASSETS CONSIST OF:

               

Paid-in capital

 

$

100,291,498

   

$

52,007,534

 

Accumulated net investment income

   

3,586

     

3,725

 

Accumulated net realized gains from security transactions

   

1,086,682

     

2,265,111

 

Net unrealized depreciation on investments

   

(1,145,293

)

   

(636,299

)

NET ASSETS

 

$

100,236,473

   

$

53,640,071

 
                 

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

   

10,133,585

     

5,193,650

 
                 

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

 

$

9.89

   

$

10.33

 

 

See accompanying notes to financial statements.

 

23

 


RYAN LABS FUNDS
STATEMENTS OF OPERATIONS
For the Year Ended November 30, 2016

 

 

Ryan Labs

Core Bond

Fund

   

Ryan Labs

Long Credit

Fund

 

INVESTMENT INCOME

           

Interest

 

$

1,903,225

   

$

2,326,270

 

Dividend

   

47,469

     

1,025

 

TOTAL INCOME

   

1,950,694

     

2,327,295

 
                 

EXPENSES

               

Investment advisory fees (Note 4)

   

289,536

     

266,039

 

Administration fees (Note 4)

   

72,377

     

52,964

 

Professional fees

   

36,723

     

30,120

 

Fund accounting fees (Note 4)

   

33,665

     

28,307

 

Pricing costs

   

41,783

     

14,506

 

Compliance fees (Note 4)

   

12,141

     

12,141

 

Transfer agent fees (Note 4)

   

12,000

     

12,000

 

Trustees’ fees and expenses (Note 4)

   

10,197

     

9,907

 

Custody and bank service fees

   

10,365

     

7,539

 

Registration and filing fees

   

7,440

     

4,207

 

Printing of shareholder reports

   

3,055

     

2,785

 

Insurance expense

   

3,297

     

1,761

 

Postage and supplies

   

2,111

     

1,658

 

Other expenses

   

5,479

     

3,605

 

TOTAL EXPENSES

   

540,169

     

447,539

 

Less fee reductions by the Adviser (Note 4)

   

(250,634

)

   

(181,499

)

NET EXPENSES

   

289,535

     

266,040

 
                 

NET INVESTMENT INCOME

   

1,661,159

     

2,061,255

 
                 

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS

               

Net realized gains from investment transactions

   

1,181,819

     

2,268,602

 

Net change in unrealized appreciation (depreciation) on investments

   

(1,070,422

)

   

(740,354

)

NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS

   

111,397

     

1,528,248

 
                 

NET INCREASE IN NET ASSETS FROM OPERATIONS

 

$

1,772,556

   

$

3,589,503

 

 

See accompanying notes to financial statements.

 

24

 


RYAN LABS CORE BOND FUND
STATEMENTS OF CHANGES IN NET ASSETS 

 

 

Year Ended
November 30,
2016

   

Period Ended
November 30,
2015
(a)

 

FROM OPERATIONS

           

Net investment income

 

$

1,661,159

   

$

425,356

 

Net realized gains from investment transactions

   

1,181,819

     

40,150

 

Net change in unrealized appreciation (depreciation) on investments

   

(1,070,422

)

   

(74,871

)

Net increase in net assets from operations

   

1,772,556

     

390,635

 
                 

DISTRIBUTIONS TO SHAREHOLDERS (Note 2)

               

From net investment income

   

(1,741,637

)

   

(425,350

)

From net realized gains from security transactions

   

(51,229

)

   

 

Decrease in net assets from distributions to shareholders

   

(1,792,866

)

   

(425,350

)

                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

   

30,172,474

     

72,008,782

 

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

   

577,108

     

283,659

 

Payments for shares redeemed

   

(750,025

)

   

(2,000,500

)

Net increase from capital share transactions

   

29,999,557

     

70,291,941

 
                 

TOTAL INCREASE IN NET ASSETS

   

29,979,247

     

70,257,226

 
                 

NET ASSETS

               

Beginning of period

   

70,257,226

     

 

End of period

 

$

100,236,473

   

$

70,257,226

 
                 

ACCUMULATED NET INVESTMENT INCOME

 

$

3,586

   

$

24,345

 
                 

CAPITAL SHARE ACTIVITY

               

Shares sold

   

3,034,781

     

7,286,856

 

Shares reinvested

   

57,599

     

28,495

 

Shares redeemed

   

(73,895

)

   

(200,251

)

Net increase in shares outstanding

   

3,018,485

     

7,115,100

 

Shares outstanding at beginning of period

   

7,115,100

     

 

Shares outstanding at end of period

   

10,133,585

     

7,115,100

 

 

(a)

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

 

See accompanying notes to financial statements.

 

25

 


RYAN LABS LONG CREDIT FUND
STATEMENTS OF CHANGES IN NET ASSETS 

 

 

Year Ended
November 30,
2016

   

Period Ended
November 30,
2015
(a)

 

FROM OPERATIONS

           

Net investment income

 

$

2,061,255

   

$

55,705

 

Net realized gains from investment transactions

   

2,268,602

     

173,530

 

Net change in unrealized appreciation (depreciation) on investments

   

(740,354

)

   

104,055

 

Net increase in net assets from operations

   

3,589,503

     

333,290

 
                 

DISTRIBUTIONS TO SHAREHOLDERS (Note 2)

               

From net investment income

   

(2,057,734

)

   

(55,501

)

From net realized gains from security transactions

   

(177,021

)

   

 

Decrease in net assets from distributions to shareholders

   

(2,234,755

)

   

(55,501

)

                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

   

1,827,921

     

50,000,500

 

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

   

179,154

     

1

 

Payments for shares redeemed

   

(42

)

   

 

Net increase from capital share transactions

   

2,007,033

     

50,000,501

 
                 

TOTAL INCREASE IN NET ASSETS

   

3,361,781

     

50,278,290

 
                 

NET ASSETS

               

Beginning of period

   

50,278,290

     

 

End of period

 

$

53,640,071

   

$

50,278,290

 
                 

ACCUMULATED NET INVESTMENT INCOME

 

$

3,725

   

$

204

 
                 

CAPITAL SHARE ACTIVITY

               

Shares sold

   

175,424

     

5,000,050

 

Shares reinvested

   

18,180

     

0

(b) 

Shares redeemed

   

(4

)

   

 

Net increase in shares outstanding

   

193,600

     

5,000,050

 

Shares outstanding at beginning of period

   

5,000,050

     

 

Shares outstanding at end of period

   

5,193,650

     

5,000,050

 

 

(a)

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

 

(b)

Rounds to less than 1 share.

 

See accompanying notes to financial statements.

 

26

 


RYAN LABS CORE BOND FUND
FINANCIAL HIGHLIGHTS
 

Per Share Data for a Share Outstanding Throughout Each Period

 

 

Year Ended
November 30,
2016

   

Period Ended
November 30,
2015
(a)

 

Net asset value at beginning of period

 

$

9.87

   

$

10.00

 
                 

Income (loss) from investment operations:

               

Net investment income

   

0.23

     

0.21

 

Net realized and unrealized gains (losses) on investments

   

0.04

     

(0.13

)

Total from investment operations

   

0.27

     

0.08

 
                 

Less distributions from:

               

Net investment income

   

(0.24

)

   

(0.21

)

Net realized gains from security transactions

   

(0.01

)

   

 

Total distributions

   

(0.25

)

   

(0.21

)

                 

Net asset value at end of period

 

$

9.89

   

$

9.87

 
                 

Total return (b)

   

2.69

%

   

0.81

%(c)

                 

Net assets at end of period (000’s)

 

$

100,236

   

$

70,257

 
                 

Ratios/supplementary data:

               
                 

Ratio of total expenses to average net assets

   

0.75

%

   

1.18

%(d)

                 

Ratio of net expenses to average net assets (e)

   

0.40

%

   

0.40

%(d)

                 

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

   

2.29

%

   

2.21

%(d)

                 

Portfolio turnover rate

   

118

%

   

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 periods covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. The total returns would have been lower if the Adviser had not reduced advisory fees and/or reimbursed expenses (Note 4).

 

(c)

Not annualized.

 

(d)

Annualized.

 

(e)

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

 

See accompanying notes to financial statements.

 

27

 


RYAN LABS LONG CREDIT FUND
FINANCIAL HIGHLIGHTS
 

Per Share Data for a Share Outstanding Throughout Each Period 

 

 

Year Ended
November 30,
2016

   

Period Ended
November 30,
2015
(a)

 

Net asset value at beginning of period

 

$

10.06

   

$

10.00

 
                 

Income from investment operations:

               

Net investment income

   

0.41

     

0.01

 

Net realized and unrealized gains on investments

   

0.30

     

0.06

 

Total from investment operations

   

0.71

     

0.07

 
                 

Less distributions from:

               

Net investment income

   

(0.41

)

   

(0.01

)

Net realized gains from security transactions

   

(0.03

)

   

 

Total distributions

   

(0.44

)

   

(0.01

)

                 

Net asset value at end of period

 

$

10.33

   

$

10.06

 
                 

Total return (b)

   

7.11

%

   

0.71

%(c)

                 

Net assets at end of period (000’s)

 

$

53,640

   

$

50,278

 
                 

Ratios/supplementary data:

               
                 

Ratio of total expenses to average net assets

   

0.84

%

   

1.12

%(d)

                 

Ratio of net expenses to average net assets (e)

   

0.50

%

   

0.50

%(d)

                 

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

   

3.87

%

   

2.38

%(d)

                 

Portfolio turnover rate

   

156

%

   

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 periods covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. The total returns would have been lower if the Adviser had not reduced advisory fees and/or reimbursed expenses (Note 4).

 

(c)

Not annualized.

 

(d)

Annualized.

 

(e)

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

 

See accompanying notes to financial statements.

 

28

 


RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS
November 30, 2016


 

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.”

 

In October 2016, the Securities and Exchange Commission (the “SEC”) released its final rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduces two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN, also contains amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments. Although still evaluating the impact of the Rule, management believes that many of the Regulation S-X amendments are consistent with the Funds’ current financial statement presentation and expects that the Funds will be able to comply with the Rule’s Regulation S-X amendments by the August 1, 2017 compliance date.

 

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”), if any, 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

 

29

 


RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

on the primary exchange, if available, otherwise at the exchange’s most recently quoted mean 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

 

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, 2016:

 

Ryan Labs Core Bond Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

U.S. Treasury Obligations

 

$

   

$

37,217,976

   

$

   

$

37,217,976

 

Mortgage-Backed Securities

   

     

23,038,044

     

     

23,038,044

 

Asset-Backed Securities

   

     

11,226,034

     

     

11,226,034

 

Corporate Bonds

   

     

26,915,903

     

     

26,915,903

 

International Bonds

   

     

635,236

     

     

635,236

 

Money Market Funds

   

18,565,813

     

     

     

18,565,813

 

Total

 

$

18,565,813

   

$

99,033,193

   

$

   

$

117,599,006

 

 

30

 


RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

Ryan Labs Long Credit Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

U.S. Treasury Obligations

 

$

   

$

3,780,797

   

$

   

$

3,780,797

 

Municipal Bonds

   

     

4,290,341

     

     

4,290,341

 

Corporate Bonds

   

     

42,868,827

     

     

42,868,827

 

International Bonds

   

     

1,918,394

     

     

1,918,394

 

Money Market Funds

   

2,279,661

     

     

     

2,279,661

 

Total

 

$

2,279,661

   

$

52,858,359

   

$

   

$

55,138,020

 

 

As of November 30, 2016, the Funds did not have any transfers between Levels. 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, 2016. It is the Funds’ policy to recognize transfers between Levels at the end of the reporting period.

 

Share valuation – The net asset value (“NAV”) 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 NAV 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. Realized 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 during the periods ended November 30, 2016 and 2015 was ordinary income. On December 30, 2016, Ryan Labs Core Bond Fund and Ryan Labs Long Credit Bond Fund paid net investment income dividends of $0.0195 and $0.0299 per share, respectively, and short-term capital gains distributions of $0.1331 and $0.3891 per share, respectively, to shareholders of record on December 29, 2016.

 

31

 


RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of 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.

 

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, 2016:

 

 

 

Ryan Labs
Core Bond

Fund

   

Ryan Labs
Long Credit

Fund

 

Tax cost of portfolio investments

 

$

118,841,600

   

$

55,779,904

 

Gross unrealized appreciation

 

$

191,245

   

$

815,361

 

Gross unrealized depreciation

   

(1,433,839

)

   

(1,457,245

)

Net unrealized depreciation on investments

   

(1,242,594

)

   

(641,884

)

Undistributed ordinary income

   

1,285,320

     

2,291,127

 

Accumulated capital and other losses

   

(164,365

)

   

(177,772

)

Distributions payable

   

66,614

     

161,066

 

Total distributable earnings (deficit)

 

$

(55,025

)

 

$

1,632,537

 

 

The difference between the federal income tax cost of portfolio investments and the financial statement cost for each 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.

 

Certain capital losses incurred after October 31, 2016 and within the current taxable year are deemed to arise on the first business day of a Fund’s following taxable year. For the year ended November 30, 2016, Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund deferred until December 1, 2016 post-October capital losses in the amount of $164,365 and $177,772, respectively.

 

32

 


RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

For the year ended November 30, 2016, Ryan Labs Core Bond Fund reclassified $59,719 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 reclassification had no effect on the Fund’s net assets or NAV 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 all open tax periods (periods ended November 30, 2015 and November 30, 2016) 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, 2016, cost of purchases and proceeds from sales and maturities 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

 

$

58,532,630

   

$

47,623,067

 

Proceeds from sales and maturities of investment securities

 

$

40,337,045

   

$

45,661,740

 

 

During the year ended November 30, 2016, cost of purchases and proceeds from sales and maturities of long-term U.S. Government securities were as follows:

 

 

 

Ryan Labs
Core Bond

Fund

   

Ryan Labs
Long Credit

Fund

 

Purchase of U.S. Government securities

 

$

59,061,021

   

$

36,164,533

 

Proceeds from sales and maturities of U.S. Government securities

 

$

45,282,564

   

$

35,932,257

 

 

33

 


RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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 Expense Limitation Agreements (“ELAs”) between each Fund and the Adviser, the Adviser has agreed, until March 31, 2017 for Ryan Labs Core Bond Fund and until March 31, 2018 for Ryan Labs Long Credit Fund, to reduce advisory fees and reimburse other expenses in order to limit total annual operating expenses (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, as amended; 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 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% of the average daily net assets of Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund, respectively. Accordingly, during the year ended November 30, 2016, the Adviser reduced advisory fees in the amounts of $250,634 and $181,499 for Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund, respectively.

 

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 to exceed (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be recouped were incurred. As of November 30, 2016, the Adviser may seek recoupment of investment advisory fee reductions and expense reimbursements no later than the dates as stated below:

 

 

 

November 30, 2018

   

November 30, 2019

   

Total

 

Ryan Labs Core Bond Fund

 

$

151,891

   

$

250,634

   

$

402,525

 

Ryan Labs Long Credit Fund

 

$

14,580

   

$

181,499

   

$

196,079

 

 

34

 


RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

OTHER SERVICE PROVIDERS

Ultimus Fund Solutions, LLC (“Ultimus”) provides 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

Effective October 1, 2016 each Trustee who is not an “interested person” of the Trust (“Independent Trustee”) receives a $1,000 annual retainer from each Fund, paid quarterly, except for the Board Chair who receives a $1,200 annual retainer from each Fund, paid quarterly. Each Independent Trustee also receives from each Fund a fee of $500 for each Board meeting attended plus reimbursement for travel and other meeting-related expenses. Prior to October 1, 2016, each Fund paid each Independent Trustee a fee of $500 for each Board meeting attended, plus a $500 annual retainer.

 

PRINCIPAL HOLDERS OF FUND SHARES

As of November 30, 2016, 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)

50%

SEI Private Trust Company (for the benefit of its customers)

18%

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

17%

National Financial Services, LLC (for the benefit of its customers)

12%

Ryan Labs Long Credit Fund

 

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

97%

 

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.

 

35

 


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 other than the ordinary income dividends and short-term capital gain distributions paid on December 30, 2016, as noted in Note 2.

 

36

 


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, 2016, the related statement of operations for the year then ended, and the statement of changes in net assets and the financial highlights for the year then ended and 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, 2016, the related statement of operations for the year then ended, and the statement of changes in net assets and the financial highlights for the year then ended and 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, 2016 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, 2016, the results of their operations for the year then ended, and the changes in their net assets and their financial highlights for the year and periods presented, in conformity with accounting principles generally accepted in the United States of America.

 

 

BBD, LLP

 

Philadelphia, Pennsylvania
January 26, 2017

 

37

 


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, 2016) and held until the end of the period (November 30, 2016).

 

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 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 U.S. Securities and Exchange Commission (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.

 

38

 


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.

 

 

Beginning

Account Value

June 1, 2016

Ending
Account Value November 30, 2016

Net

Expense

Ratio (a)

Expenses
Paid During
Period
(b)

Ryan Labs Core Bond Fund

       

Based on Actual Fund Return

$1,000.00

$ 996.00

0.40%

$2.00

Based on Hypothetical 5% Return (before expenses)

$1,000.00

$ 1,023.00

0.40%

$2.02

         

Ryan Labs Long Credit Fund

       

Based on Actual Fund Return

$1,000.00

$ 989.50

0.50%

$2.49

Based on Hypothetical 5% Return (before expenses)

$1,000.00

$ 1,022.50

0.50%

$2.53

 

(a)

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

 

(b)

Expenses are equal to each Fund’s annualized net expense ratio multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

 

39

 


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.

 

40

 


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.

 

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)

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

25

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.

25

None

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 The Standard Register Inc. (formerly the Standard Register Company) from 2011 to 2016

25

None

 

*

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.

 

41

 


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):

John J. Discepoli

Year of Birth: 1963

Since
June
2012

Chairman
(May 2016 to present)

 

Trustee
(June 2012 to present)

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

25

None

 

42

 


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); President, Unified Series Trust (2016 to present); Chief Compliance Officer, FSI LBAR Fund (2013 to 2016); 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)

Secretary, Unified Series Trust (2016 to present); 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)

Chief Compliance Officer of The Caldwell & Orkin Funds, Inc. (2016 to present); Senior Compliance Officer of Ultimus Fund Solutions, LLC (2015 to present); Senior Compliance Manager at Touchstone Mutual Funds (2013 to 2015); Senior Compliance Manager at Fund Evaluation Group (2011 to 2013)

 

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.

 

43

 


 

 

 

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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 expert is David M. Deptula. Mr. Deptula is “independent” for purposes of this Item.

Item 4.
Principal Accountant Fees and Services.

(a)
Audit Fees. The aggregate fees billed for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $55,000 and $64,500 with respect to the registrant’s fiscal years ended November 30, 2016 and November 30, 2015, 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 $8,000 and $10,000 with respect to the registrant’s fiscal years ended November 30, 2016 and November 30, 2015, 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, 2016 and 2015, aggregate non-audit fees of $8,000 and $10,000, 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 1, 2017
   

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 1, 2017
   
       
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 1, 2017
   
       
By (Signature and Title)*
/s/ Jennifer L. Leamer
 
   
Jennifer L. Leamer, Treasurer and Principal Financial Officer
 
       
Date
February 1, 2017
   
 
*
Print the name and title of each signing officer under his or her signature.