N-CSR 1 fp0028796_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:
August 31
 
     
Date of reporting period:
August 31, 2017
 
 
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.

 
 
Alambic Small Cap Value Plus Fund (ALAMX)
 
Alambic Small Cap Growth Plus Fund (ALGSX)
 
Alambic Mid Cap Value Plus Fund (ALMVX)
 
Alambic Mid Cap Growth Plus Fund (ALMGX)
 
Annual Report
August 31, 2017

ALAMBIC FUNDS
LETTER TO SHAREHOLDERS
September 22, 2017
 
Dear Alambic Funds Shareholder
We are pleased to present you with the Alambic Funds Annual Report for the year ended August 31, 2017. We are excited about the opportunities going forward for small and mid-cap investors and we are honored to have your support and trust as we continue to evolve our Funds. While we develop our track record and refine our portfolio strategies, we validate our belief that a long-term view and disciplined systematic approach to fundamental investing will reward patient, value focused investors.
 
We began our year in September 2016 with the uncertain run up to the election, which was followed by the expectation of fiscal stimulus, tax reform and higher growth. Small Caps benefited from this very domestic potential stimulus and the Russell 2000 reached a new high in the beginning of the year. As it became clear that much of the Trump rally was either premature or unfounded, investor interest shifted to larger companies which benefitted from the lower dollar and strengthening offshore economies. Also during this period of bigger outperforming smaller, faster growers outperformed slower growers, and outflows from active to passive managers accelerated. These developments have made for a challenging year in 2017 for value investors, but early signs of a rotation back to value are beginning to appear.
 
Currently, we believe that US Equities remain broadly expensive vs. history, with every size segment trading at double digit premiums to their historical median valuations. However, after outperforming large caps by over ten percent following the US election, small caps have all but given up that outperformance over the subsequent eight months. Consistent with the bigger beats smaller theme, large and mid-caps during the period have consistently outperformed small caps. It is within this backdrop of high valuations, less than stellar fundamentals and an uncertain macro backdrop that we present our annual shareholder report for the Alambic Funds.
 
Performance Review
 
Alambic Small Cap Value Plus Fund (“ALAMX”)
For the 12 months ended August 31, 2017, ALAMX delivered a total return of 8.20% compared to the 13.47% return for its benchmark, the Russell 2000 Value Index. This portfolio is managed with a focus on equities that are attractive from a fundamental value perspective and has a very low allocation to growth or momentum stocks. The portfolio also tends to have a bias towards stocks that are small relative to the range of market caps included in the Russell 2000 Value index. Portfolios are built through a systematic, disciplined risk-controlled process with the goal of delivering excess returns over time.
 
During the early part of the past twelve months, the expectation for several post-election stimulus programs, most notably tax reform for corporations, benefited small cap portfolios. As a result, small cap value portfolios were one of the top performing size buckets going into 2017. As the year evolved and tax reform became less likely, momentum and growth factors dominated and value and quality factors lagged. During this period, larger stocks outperformed smaller stocks, growth significantly outperformed value and a sector overweight in consumer cyclicals added to our underperformance. Ironically, the characteristics of our portfolio that are hurting us now benefited us in 2016. We view this factor interplay as cyclical and are looking forward to a rotation from Growth back into Value.
 
1
 

Alambic Small Cap Growth Plus Fund (“ALGSX”)
For the twelve months ended August 31, 2017, ALGSX delivered a total return of 16.07% compared to the 16.39% return for its benchmark, the Russell 2000 Growth Index. This portfolio is managed with a focus on smaller market cap equities that score well on traditional growth factors, such as sales growth, cash flow growth and book value growth. Given our fundamental value bias, we also include value oriented stocks with certain growth characteristics that represent an opportunity for outperformance relative to our benchmark. Thus, this portfolio is intended to outperform its benchmark during cycles where value outperforms growth. During periods where the value and growth market components are roughly equivalent, we would expect our performance to exceed our benchmark over time but by a smaller amount. Since inception, this portfolio has outperformed its benchmark by 4.68%.
 
At the start of 2017, the general acknowledgement that tax reform, which would mostly benefit Value stocks, was going to be delayed and/or diminished, began to shift interest to growth and momentum stocks. Consistent with ALGSX, because of its value style bias, ALGSX outperformed the benchmark during the latter part of 2016. Since then, as growth has dominated value, this bias has hurt 2017 performance, but we have continued to outperform our index on a longer term basis, and ALGSX remains well within the top quartile of its Morningstar peer group.
 
Alambic Mid Cap Value Plus Fund (“ALMVX”)
Since its inception on December 29, 2016 through August 31, 2017, ALMVX delivered a total return of 5.10% compared to the 4.35% return for its benchmark, the Russell 2000 Mid Cap Value Index. This portfolio is managed without the traditional biases our small cap funds have in terms of value factors and portfolio average market cap. Our focus on fundamental value stock selection, and the fact that we have avoided intentional portfolio biases, has resulted in ALMVX outperforming its benchmark.
 
Since both of ALMVX and ALMGX were launched at the end of 2016, we are still refining portfolio strategies. When we launched ALMVX, we wanted to avoid having some of the same stocks in the mid cap portfolios as were in the small cap portfolios. Thus, stocks at the lower end of the mid cap market cap range are underrepresented in this portfolio. In all size buckets, larger has generally been outperforming smaller, and this portfolio has benefited as a result. Similar to ALAMX, we tend to be consistently underweight financials in this portfolio, particularly REITS. This sector’s recent weakness contributed to our outperformance.
 
Alambic Mid Cap Growth Plus Fund (“ALMGX”)
Since its inception on December 29, 2016 through August 31, 2017, ALMGX delivered a total return of 10.00% compared to the 13.43% return for its benchmark, the Russell 2000 Mid Cap Growth Index. Consistent with ALGSX, this portfolio has a significant position in mid-cap growth stocks, but also includes a significant number of value stocks that have certain growth characteristics. On a style basis, ALMGX is intentionally aligned more towards mid cap core than mid cap growth as a result. We expect this value component to negatively impact the portfolio in strong growth/momentum driven markets and, conversely, it should be beneficial in strong value driven markets. In markets where value stocks and growth stocks are moving roughly in tandem, we expect this fund to be in line with the benchmark and to exceed it over time.
 
During most of 2017, growth stocks have tended to significantly outperform value stocks and, as expected, this portfolio’s relative performance suffered as a result. We do anticipate that a rotation from growth stocks back into value stocks is due, at which point we hope our value bias will become an advantage.
 
2
 

In addition to our value bias in this portfolio, we are more heavily weighted in stocks that are on the smaller end of the mid cap market cap range. As we have seen in our other funds, in each market cap bucket this year, larger companies have generally outperformed smaller companies.
 
At this point in our evolution, we continue to learn and absorb the impacts of cyclicality of the factor biases we have in each portfolio. We have in some cases adjusted our return forecasting model to manage around some of our more chronic sector and factor underweights, but we prefer to rely on our model’s long term predictive characteristics of our systematic approach and will resist reacting to portfolio effects we see in the “rear view mirror.” We will continue to work on building optimal portfolios that will provide attractive returns over time relative to each Fund’s benchmark and its peers.
 
Thank you for your ongoing trust and commitment.
 
Sincerely
 
Albert Richards
Brian Thompson
Rob Slaymaker
CEO
CRO
Partner
 
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 1-888-890-8988.
 
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 https://alambicfunds.com or call 1-888-890-8988 and a copy will be sent to you free of charge. Please read the prospectus carefully before you invest. The Alambic 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 portfolio 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 August 31, 2017, please see the Schedules of Investments sections of the annual report. The opinions of the Adviser with respect to those securities may change at any time.
 
Statements in the Letter to Shareholders that reflect projections or expectations for future financial or economic performance of the 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
 

ALAMBIC SMALL CAP VALUE PLUS FUND
PERFORMANCE INFORMATION
August 31, 2017 (Unaudited)

 
Comparison of the Change in Value of a $50,000 Investment
in Alambic Small Cap Value Plus Fund versus the
Russell 2000
® Value Index.
 
Average Annual Total Returns
(for the periods ended August 31, 2017)
 
 
1 Year
Since
Inception
(a)
 
Alambic Small Cap Value Plus Fund(b)
8.20%
12.19%
 
Russell 2000® Value Index
13.47%
15.26%
 
 
(a)
Commencement of operations for Alambic Small Cap Value Plus Fund was September 1, 2015.
(b)
The total returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares.
 
4
 

ALAMBIC SMALL CAP GROWTH PLUS FUND
PERFORMANCE INFORMATION
August 31, 2017 (Unaudited)

 
Comparison of the Change in Value of a $50,000 Investment
in Alambic Small Cap Growth Plus Fund versus the
Russell 2000
® Growth Index.
 
Average Annual Total Returns
(for the periods ended August 31, 2017)
 
 
1 Year
Since
Inception
(a)
 
Alambic Small Cap Growth Plus Fund(b)
16.07%
16.59%
 
Russell 2000® Growth Index
16.39%
11.91%
 
 
(a)
Commencement of operations for Alambic Small Cap Growth Plus Fund was December 29, 2015.
(b)
The total returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares.
 
5
 

ALAMBIC MID CAP VALUE PLUS FUND
PERFORMANCE INFORMATION
August 31, 2017 (Unaudited)

 
Comparison of the Change in Value of a $50,000 Investment
in Alambic Mid Cap Value Plus Fund versus the
Russell Mid Cap Value Index.
 
Total Returns
(for the period ended August 31, 2017)
 
 
Since
Inception
(a)
 
Alambic Mid Cap Value Plus Fund(b)
5.10%
 
Russell Mid Cap Value Index
4.35%
 
 
(a)
Commencement of operations for Alambic Mid Cap Value Plus Fund was December 29, 2016.
(b)
The total return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares.
 
6
 

ALAMBIC MID CAP GROWTH PLUS FUND
PERFORMANCE INFORMATION
August 31, 2017 (Unaudited)

 
Comparison of the Change in Value of a $50,000 Investment
in Alambic Mid Cap Growth Plus Fund versus the
Russell Mid Cap Growth Index.
 
Total Returns
(for the period ended August 31, 2017)
 
 
Since
Inception
(a)
 
Alambic Mid Cap Growth Plus Fund(b)
10.00%
 
Russell Mid Cap Growth Index
13.43%
 
 
(a)
Commencement of operations for Alambic Mid Cap Growth Plus Fund was December 29, 2016.
(b)
The total return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares.
 
7
 

ALAMBIC SMALL CAP VALUE PLUS FUND
PORTFOLIO INFORMATION
August 31, 2017 (Unaudited)

 
Sector Diversification (% of Net Assets)
 
Top 10 Equity Holdings

 
Security Description
% of Net Assets
Ennis, Inc.
1.7%
National Presto Industries, Inc.
1.6%
AngioDynamics, Inc.
1.4%
Greif, Inc. - Class A
1.3%
Potbelly Corporation
1.3%
YRC Worldwide, Inc.
1.3%
UFP Technologies, Inc.
1.3%
Armstrong Flooring, Inc.
1.2%
Stepan Company
1.2%
United States Lime & Minerals, Inc.
1.2%
 
8
 

ALAMBIC SMALL CAP GROWTH PLUS FUND
PORTFOLIO INFORMATION
August 31, 2017 (Unaudited)

 
Sector Diversification (% of Net Assets)
 
Top 10 Equity Holdings

 
Security Description
% of Net Assets
Scientific Games Corporation - Class A
2.1%
Greif Inc. - Class A
1.6%
Quality Systems, Inc.
1.6%
MSG Networks, Inc. - Class A
1.6%
Nutrisystem, Inc.
1.5%
Magellan Health, Inc.
1.3%
Kimball International, Inc. - Class B
1.3%
Trinseo S.A.
1.3%
MasTec, Inc.
1.2%
Cirrus Logic, Inc.
1.2%
 
9
 

ALAMBIC MID CAP VALUE PLUS FUND
PORTFOLIO INFORMATION
August 31, 2017 (Unaudited)

 
Sector Diversification (% of Net Assets)
 
Top 10 Equity Holdings

 
Security Description
% of Net Assets
News Corporation - Class A
2.6%
Avnet, Inc.
2.1%
Vail Resorts, Inc.
2.1%
Oshkosh Corporation
2.0%
Owens-Illinois, Inc.
2.0%
Allison Transmission Holdings, Inc.
1.9%
H&R Block, Inc.
1.9%
Scotts Miracle-Gro Company (The)
1.8%
Huntsman Corporation
1.7%
Tyson Foods, Inc. - Class A
1.7%
 
10
 

ALAMBIC MID CAP GROWTH PLUS FUND
PORTFOLIO INFORMATION
August 31, 2017 (Unaudited)

 
Sector Diversification (% of Net Assets)
 
Top 10 Equity Holdings

 
Security Description
% of Net Assets
News Corporation - Class A
2.5%
Vail Resorts, Inc.
2.4%
Allison Transmission Holdings, Inc.
2.4%
Hill-Rom Holdings, Inc.
2.1%
Vertex Pharmaceuticals, Inc.
1.9%
Sonoco Products Company
1.9%
H&R Block, Inc.
1.8%
Owens-Illinois, Inc.
1.8%
Scotts Miracle-Gro Company (The)
1.8%
Symantec Corporation
1.7%
 
11
 

ALAMBIC SMALL CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS
August 31, 2017
 
COMMON STOCKS — 94.3%
 
Shares
   
Value
 
Consumer Discretionary — 14.5%
           
Auto Components — 0.9%
           
Shiloh Industries, Inc. (a)
   
300
   
$
2,628
 
Stoneridge, Inc. (a)
   
781
     
12,933
 
Tower International, Inc.
   
400
     
8,980
 
             
24,541
 
Diversified Consumer Services — 1.0%
               
American Public Education, Inc. (a)
   
500
     
9,225
 
Bridgepoint Education, Inc. (a)
   
2,100
     
18,543
 
             
27,768
 
Hotels, Restaurants & Leisure — 5.2%
               
BBX Capital Corporation
   
500
     
3,635
 
Bloomin' Brands, Inc.
   
1,000
     
17,010
 
Bob Evans Farms, Inc.
   
200
     
13,756
 
Century Casinos, Inc. (a)
   
1,000
     
6,850
 
Golden Entertainment, Inc. (a)
   
400
     
9,088
 
Monarch Casino & Resort, Inc. (a)
   
600
     
21,342
 
Potbelly Corporation (a)
   
3,000
     
36,000
 
RCI Hospitality Holdings, Inc.
   
100
     
2,330
 
Scientific Games Corporation - Class A (a)
   
641
     
22,563
 
Speedway Motorsports, Inc.
   
500
     
10,405
 
             
142,979
 
Household Durables — 2.7%
               
Bassett Furniture Industries, Inc.
   
600
     
21,510
 
Flexsteel Industries, Inc.
   
500
     
22,750
 
Green Brick Partners, Inc. (a)
   
700
     
6,615
 
Hooker Furniture Corporation
   
200
     
8,050
 
LGI Homes, Inc. (a)
   
350
     
14,889
 
Libbey, Inc.
   
200
     
1,634
 
             
75,448
 
Leisure Products — 0.1%
               
Johnson Outdoors, Inc. - Class A
   
50
     
3,190
 
                 
Media — 1.3%
               
MSG Networks, Inc. - Class A (a)
   
500
     
10,725
 
New Media Investment Group, Inc.
   
800
     
11,032
 
tronc, Inc. (a)
   
939
     
13,625
 
             
35,382
 
Specialty Retail — 1.4%
               
Aaron's, Inc.
   
700
     
30,989
 
Haverty Furniture Companies, Inc.
   
300
     
7,035
 
             
38,024
 
 
See acommpanying notes to financial statements.
 
12

ALAMBIC SMALL CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 94.3% (Continued)
 
Shares
   
Value
 
Consumer Discretionary — 14.6% (Continued)
           
Textiles, Apparel & Luxury Goods — 1.9%
           
Crocs, Inc. (a)
   
3,100
   
$
27,683
 
Fossil Group, Inc. (a)
   
300
     
2,487
 
Perry Ellis International, Inc. (a)
   
1,000
     
21,830
 
             
52,000
 
Consumer Staples — 4.1%
               
Beverages — 0.2%
               
Boston Beer Company, Inc. (The) - Class A (a)
   
40
     
5,960
 
                 
Food & Staples Retailing — 1.8%
               
SpartanNash Company
   
200
     
4,928
 
Supervalu, Inc. (a)
   
1,170
     
23,398
 
Village Super Market, Inc. - Class A
   
900
     
20,817
 
             
49,143
 
Food Products — 1.3%
               
Darling Ingredients, Inc. (a)
   
300
     
5,220
 
Dean Foods Company
   
800
     
8,800
 
Flowers Foods, Inc.
   
1,000
     
17,370
 
Fresh Del Monte Produce, Inc.
   
100
     
4,699
 
             
36,089
 
Household Products — 0.5%
               
Central Garden & Pet Company - Class A (a)
   
200
     
6,818
 
HRG Group, Inc. (a)
   
400
     
6,316
 
             
13,134
 
Tobacco — 0.3%
               
Universal Corporation
   
148
     
8,466
 
                 
Energy — 3.7%
               
Energy Equipment & Services — 0.5%
               
Exterran Corporation (a)
   
200
     
5,548
 
RPC, Inc.
   
300
     
5,823
 
Superior Energy Services, Inc. (a)
   
400
     
3,296
 
             
14,667
 
Oil, Gas & Consumable Fuels — 3.2%
               
Bonanza Creek Energy, Inc. (a)
   
200
     
5,198
 
Chesapeake Energy Corporation (a)
   
1,834
     
6,676
 
CONSOL Energy, Inc. (a)
   
200
     
2,910
 
Eclipse Resources Corporation (a)
   
2,731
     
6,363
 
Energy XXI Gulf Coast, Inc. (a)
   
700
     
7,315
 
Midstates Petroleum Company, Inc. (a)
   
529
     
7,665
 
Overseas Shipholding Group, Inc. - Class A (a)
   
9,883
     
22,335
 
Peabody Energy Corporation (a)
   
400
     
11,600
 
 
See accompanying notes to financial statements.
 
13

ALAMBIC SMALL CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 94.3% (Continued)
 
Shares
   
Value
 
Energy — 3.7% (Continued)
           
Oil, Gas & Consumable Fuels — 3.2% (Continued)
           
Renewable Energy Group, Inc. (a)
   
146
   
$
1,767
 
Ultra Petroleum Corporation (a)
   
1,300
     
10,127
 
W&T Offshore, Inc. (a)
   
2,804
     
5,356
 
             
87,312
 
Financials — 15.7%
               
Banks — 13.6%
               
Associated Banc-Corp
   
200
     
4,380
 
BancorpSouth, Inc.
   
300
     
8,715
 
BankUnited, Inc.
   
100
     
3,328
 
Banner Corporation
   
50
     
2,756
 
Cadence Bancorporation (a)
   
100
     
2,084
 
Cathay General Bancorp
   
300
     
10,581
 
Chemical Financial Corporation
   
600
     
27,246
 
Columbia Banking System, Inc.
   
300
     
11,151
 
Community Bank System, Inc.
   
50
     
2,573
 
CVB Financial Corporation
   
400
     
8,280
 
First BanCorporation (a)
   
300
     
1,704
 
First Citizens BancShares, Inc. - Class A
   
10
     
3,405
 
First Financial Bancorporation
   
200
     
4,790
 
First Horizon National Corporation
   
600
     
10,326
 
F.N.B. Corporation
   
500
     
6,345
 
Fulton Financial Corporation
   
400
     
6,980
 
Glacier Bancorp, Inc.
   
200
     
6,642
 
Green Bancorp, Inc. (a)
   
500
     
10,025
 
Hancock Holding Company
   
500
     
21,975
 
Hilltop Holdings, Inc.
   
1,000
     
23,670
 
Hope Bancorp, Inc.
   
1,000
     
16,140
 
Huntington Bancshares, Inc.
   
404
     
5,086
 
IBERIABANK Corporation
   
210
     
16,086
 
Independent Bank Group, Inc.
   
100
     
5,565
 
International Bancshares Corporation
   
250
     
8,987
 
Investors Bancorp, Inc.
   
1,100
     
14,399
 
KeyCorp
   
200
     
3,442
 
LegacyTexas Financial Group, Inc.
   
50
     
1,799
 
MB Financial, Inc.
   
400
     
15,908
 
National Commerce Corporation (a)
   
50
     
1,988
 
Old National Bancorp
   
400
     
6,540
 
Pacific Premier Bancorp, Inc. (a)
   
150
     
5,310
 
Popular, Inc.
   
100
     
3,991
 
Renasant Corporation
   
50
     
1,992
 
ServisFirst Bancshares, Inc.
   
100
     
3,411
 
 
See accompanying notes to financial statements.
 
14

ALAMBIC SMALL CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 94.3% (Continued)
 
Shares
   
Value
 
Financials — 15.7% (Continued)
           
Banks — 13.6% (Continued)
           
Sterling Bancorp
   
500
   
$
11,225
 
TCF Financial Corporation
   
200
     
3,106
 
Texas Capital Bancshares, Inc. (a)
   
230
     
17,078
 
Tompkins Financial Corporation
   
20
     
1,518
 
UMB Financial Corporation
   
230
     
15,438
 
Umpqua Holdings Corporation
   
400
     
7,000
 
United Bankshares, Inc.
   
100
     
3,355
 
United Community Banks, Inc.
   
100
     
2,611
 
Valley National Bancorp
   
700
     
7,833
 
Webster Financial Corporation
   
50
     
2,334
 
Wintrust Financial Corporation
   
200
     
14,562
 
             
373,660
 
Capital Markets — 0.5%
               
Interactive Brokers Group, Inc. - Class A
   
100
     
4,193
 
Legg Mason, Inc.
   
100
     
3,819
 
Stifel Financial Corporation
   
100
     
4,775
 
             
12,787
 
Insurance — 1.3%
               
American Equity Investment Life Holding Company
   
400
     
11,104
 
AmTrust Financial Services, Inc.
   
300
     
3,720
 
CNO Financial Group, Inc.
   
700
     
15,645
 
Primerica, Inc.
   
80
     
6,124
 
             
36,593
 
Thrifts & Mortgage Finance — 0.3%
               
Radian Group, Inc.
   
500
     
8,750
 
                 
Health Care — 10.5%
               
Biotechnology — 1.9%
               
Acorda Therapeutics, Inc. (a)
   
1,200
     
24,960
 
AMAG Pharmaceuticals, Inc. (a)
   
400
     
6,680
 
Exelixis, Inc. (a)
   
100
     
2,924
 
Myriad Genetics, Inc. (a)
   
400
     
12,196
 
Versartis, Inc. (a)
   
300
     
5,700
 
             
52,460
 
Health Care Equipment & Supplies — 3.6%
               
Accuray, Inc. (a)
   
3,960
     
16,434
 
AngioDynamics, Inc. (a)
   
2,300
     
39,169
 
CONMED Corporation
   
300
     
14,880
 
Halyard Health, Inc. (a)
   
50
     
2,265
 
Invacare Corporation
   
900
     
12,150
 
Lantheus Holdings, Inc. (a)
   
800
     
14,000
 
 
See accompanying notes to financial statements.
 
15

ALAMBIC SMALL CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 94.3% (Continued)
 
Shares
   
Value
 
Health Care — 10.5% (Continued)
           
Health Care Equipment & Supplies — 3.6% (Continued)
           
Meridian Bioscience, Inc.
   
100
   
$
1,390
 
             
100,288
 
Health Care Providers & Services — 1.7%
               
American Renal Associates Holdings, Inc. (a)
   
1,200
     
17,196
 
Kindred Healthcare, Inc.
   
2,200
     
17,820
 
Magellan Health, Inc. (a)
   
80
     
6,472
 
Tivity Health, Inc. (a)
   
100
     
3,920
 
             
45,408
 
Health Care Technology — 1.2%
               
Allscripts Healthcare Solutions, Inc. (a)
   
1,400
     
18,396
 
HealthStream, Inc. (a)
   
100
     
2,349
 
Quality Systems, Inc. (a)
   
700
     
11,025
 
             
31,770
 
Life Sciences Tools & Services — 2.1%
               
Luminex Corporation
   
1,500
     
28,995
 
Medpace Holdings, Inc. (a)
   
900
     
29,376
 
             
58,371
 
Industrials — 16.6%
               
Aerospace & Defense — 4.6%
               
Astronics Corporation (a)
   
100
     
2,629
 
Moog, Inc. - Class A (a)
   
390
     
29,936
 
National Presto Industries, Inc.
   
440
     
43,824
 
Triumph Group, Inc.
   
700
     
18,410
 
Vectrus, Inc. (a)
   
1,100
     
31,438
 
             
126,237
 
Air Freight & Logistics — 0.1%
               
Park-Ohio Holdings Corporation
   
100
     
3,985
 
                 
Building Products — 1.5%
               
Armstrong Flooring, Inc. (a)
   
2,300
     
34,316
 
Ply Gem Holdings, Inc. (a)
   
356
     
5,536
 
             
39,852
 
Commercial Services & Supplies — 2.4%
               
ARC Document Solutions, Inc. (a)
   
3,380
     
11,932
 
Ennis, Inc.
   
2,400
     
45,840
 
Kimball International, Inc. - Class B
   
200
     
3,392
 
Quad/Graphics, Inc. - Class A
   
300
     
5,718
 
             
66,882
 
Construction & Engineering — 1.3%
               
Aegion Corporation (a)
   
300
     
6,501
 
Goldfield Corporation (The) (a)
   
412
     
1,833
 
 
See accompanying notes to financial statements.
 
16

ALAMBIC SMALL CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 94.3% (Continued)
 
Shares
   
Value
 
Industrials — 16.6% (Continued)
           
Construction & Engineering — 1.3% (Continued)
           
MasTec, Inc. (a)
   
100
   
$
4,080
 
Sterling Construction Company, Inc. (a)
   
1,300
     
15,314
 
Tutor Perini Corporation (a)
   
300
     
7,845
 
             
35,573
 
Electrical Equipment — 0.5%
               
Atkore International Group, Inc. (a)
   
888
     
14,794
 
                 
Industrial Conglomerates — 0.9%
               
Raven Industries, Inc.
   
900
     
25,200
 
                 
Machinery — 3.5%
               
Allison Transmission Holdings, Inc.
   
300
     
10,419
 
Astec Industries, Inc.
   
50
     
2,484
 
Columbus McKinnon Corporation
   
200
     
6,606
 
Commercial Vehicle Group, Inc. (a)
   
4,700
     
27,918
 
Gencor Industries, Inc. (a)
   
450
     
6,930
 
Global Brass and Copper Holdings, Inc.
   
500
     
14,925
 
Harsco Corporation (a)
   
800
     
13,680
 
L.B. Foster Company - Class A
   
100
     
1,910
 
Meritor, Inc. (a)
   
300
     
5,958
 
Wabash National Corporation
   
300
     
6,306
 
             
97,136
 
Professional Services — 0.5%
               
TrueBlue, Inc. (a)
   
600
     
12,270
 
                 
Road & Rail — 1.3%
               
YRC Worldwide, Inc. (a)
   
2,602
     
34,841
 
                 
Information Technology — 15.2%
               
Communications Equipment — 1.6%
               
Bel Fuse, Inc. - Class B
   
1,000
     
25,500
 
Digi International, Inc. (a)
   
2,000
     
18,400
 
             
43,900
 
Electronic Equipment, Instruments & Components — 1.5%
               
Control4 Corporation (a)
   
200
     
4,952
 
Daktronics, Inc.
   
1,782
     
17,161
 
Insight Enterprises, Inc. (a)
   
250
     
10,020
 
OSI Systems, Inc. (a)
   
20
     
1,661
 
Systemax, Inc.
   
300
     
7,332
 
             
41,126
 
 
See accompanying notes to financial statements.
 
17

ALAMBIC SMALL CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 94.3% (Continued)
 
Shares
   
Value
 
Information Technology — 15.2% (Continued)
           
Internet Software & Services — 2.1%
           
Blucora, Inc. (a)
   
700
   
$
15,960
 
Cars.com, Inc. (a)
   
300
     
7,758
 
Endurance International Group Holdings, Inc. (a)
   
200
     
1,540
 
Limelight Networks, Inc. (a)
   
1,893
     
6,796
 
Meet Group, Inc. (The) (a)
   
600
     
2,352
 
XO Group, Inc. (a)
   
1,200
     
22,344
 
             
56,750
 
IT Services — 3.6%
               
Convergys Corporation
   
1,100
     
25,850
 
Everi Holdings, Inc. (a)
   
3,500
     
26,985
 
MAXIMUS, Inc.
   
150
     
9,117
 
Syntel, Inc.
   
1,000
     
18,060
 
Unisys Corporation (a)
   
2,458
     
19,049
 
             
99,061
 
Semiconductors & Semiconductor Equipment — 2.1%
               
Alpha & Omega Semiconductor Ltd. (a)
   
200
     
3,176
 
Amkor Technology, Inc. (a)
   
1,100
     
9,658
 
Cohu, Inc.
   
800
     
15,008
 
IXYS Corporation (a)
   
600
     
13,800
 
Rudolph Technologies, Inc. (a)
   
600
     
13,320
 
SMART Global Holdings, Inc. (a)
   
100
     
1,987
 
             
56,949
 
Software — 4.3%
               
American Software, Inc. - Class A
   
2,490
     
27,415
 
Manhattan Associates, Inc. (a)
   
700
     
29,435
 
Progress Software Corporation
   
800
     
26,864
 
QAD, Inc. - Class A
   
223
     
7,515
 
Silver Spring Networks, Inc. (a)
   
200
     
2,532
 
TiVo Solutions, Inc.
   
1,400
     
25,620
 
             
119,381
 
Technology Hardware, Storage & Peripherals — 0.0% (b)
               
Avid Technology, Inc. (a)
   
100
     
441
 
                 
Materials — 9.6%
               
Chemicals — 4.2%
               
Core Molding Technologies, Inc.
   
192
     
3,949
 
Huntsman Corporation
   
100
     
2,657
 
Koppers Holdings, Inc. (a)
   
100
     
3,920
 
Kronos Worldwide, Inc.
   
300
     
6,279
 
OMNOVA Solutions, Inc. (a)
   
3,284
     
28,571
 
 
See accompanying notes to financial statements.
 
18

ALAMBIC SMALL CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 94.3% (Continued)
 
Shares
   
Value
 
Materials — 9.6% (Continued)
           
Chemicals — 4.2% (Continued)
           
PolyOne Corporation
   
400
   
$
14,456
 
Rayonier Advanced Materials, Inc.
   
237
     
3,252
 
Stepan Company
   
440
     
34,038
 
Tredegar Corporation
   
1,090
     
17,767
 
Valhi, Inc.
   
600
     
1,308
 
             
116,197
 
Construction Materials — 1.2%
               
United States Lime & Minerals, Inc.
   
420
     
33,579
 
                 
Containers & Packaging — 2.9%
               
Greif, Inc. - Class A
   
600
     
36,270
 
Owens-Illinois, Inc. (a)
   
300
     
7,392
 
UFP Technologies, Inc. (a)
   
1,300
     
34,580
 
             
78,242
 
Metals & Mining — 1.3%
               
AK Steel Holding Corporation (a)
   
3,900
     
21,840
 
Olympic Steel, Inc.
   
100
     
1,825
 
TimkenSteel Corporation (a)
   
300
     
4,449
 
Warrior Met Coal, Inc.
   
300
     
8,187
 
             
36,301
 
Real Estate — 2.0%
               
Equity Real Estate Investment Trusts (REITs) 2.0%
               
Corporate Office Properties Trust
   
100
     
3,336
 
Cousins Properties, Inc.
   
1,300
     
12,155
 
FelCor Lodging Trust, Inc.
   
800
     
5,840
 
GEO Group, Inc. (The)
   
300
     
8,292
 
Mack-Cali Realty Corporation
   
100
     
2,289
 
STAG Industrial, Inc.
   
200
     
5,598
 
STORE Capital Corporation
   
100
     
2,538
 
Sunstone Hotel Investors, Inc.
   
400
     
6,320
 
Uniti Group, Inc.
   
200
     
3,852
 
Weingarten Realty Investors
   
100
     
3,204
 
             
53,424
 
Telecommunication Services — 2.4%
               
Diversified Telecommunication Services — 0.8%
               
Windstream Holdings, Inc.
   
10,300
     
21,321
 
                 
Wireless Telecommunication Services — 1.6%
               
Telephone and Data Systems, Inc.
   
900
     
26,379
 
 
See accompanying notes to financial statements.
 
19

ALAMBIC SMALL CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 94.3% (Continued)
 
Shares
   
Value
 
Telecommunication Services — 2.4% (Continued)
           
Wireless Telecommunication Services — 1.6% (Continued)
           
United States Cellular Corporation (a)
   
450
   
$
17,406
 
             
43,785
 
                 
Total Common Stocks (Cost $2,355,240)
         
$
2,591,417
 
 
RIGHTS — 0.0%
 
Shares
   
Value
 
Media General, Inc. - CVR (a)(c) (Cost $0)
   
100
   
$
0
 
                 
Total Investments at Value 94.5% (Cost $2,355,240)
         
$
2,591,417
 
                 
Other Assets in Excess of Liabilities — 5.7%
           
155,286
 
                 
Net Assets — 100.0%
         
$
2,746,703
 
 
CVR - Contingent Value Right.
(a)
Non-income producing security.
(b)
Percentage rounds to less than 0.1%.
(c)
Illiquid security. Security value has been determined in good faith pursuant to procedures adopted by the Board of Trustees. The total value of such securities is $0 at August 31, 2017, representing 0.0% of net assets (Note 2).
 
See accompanying notes to financial statements.
 
20

ALAMBIC SMALL CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS
August 31, 2017
 
COMMON STOCKS — 95.1%
 
Shares
   
Value
 
Consumer Discretionary — 14.4%
           
Auto Components — 1.0%
           
American Axle & Manufacturing Holdings, Inc. (a)
   
1,350
   
$
19,723
 
Stoneridge, Inc. (a)
   
400
     
6,624
 
             
26,347
 
Diversified Consumer Services — 1.0%
               
American Public Education, Inc. (a)
   
500
     
9,225
 
Bridgepoint Education, Inc. (a)
   
600
     
5,298
 
K12, Inc. (a)
   
700
     
12,544
 
             
27,067
 
Hotels, Restaurants & Leisure — 4.6%
               
BBX Capital Corporation
   
500
     
3,635
 
Bloomin' Brands, Inc.
   
900
     
15,309
 
Century Casinos, Inc. (a)
   
600
     
4,110
 
Eldorado Resorts, Inc. (a)
   
757
     
17,411
 
Nathan's Famous, Inc. (a)
   
58
     
3,396
 
Potbelly Corporation (a)
   
1,241
     
14,892
 
RCI Hospitality Holdings, Inc.
   
100
     
2,330
 
Scientific Games Corporation - Class A (a)
   
1,550
     
54,560
 
Vail Resorts, Inc.
   
20
     
4,559
 
             
120,202
 
Household Durables — 1.8%
               
Bassett Furniture Industries, Inc.
   
500
     
17,925
 
Flexsteel Industries, Inc.
   
50
     
2,275
 
Green Brick Partners, Inc. (a)
   
1,104
     
10,433
 
Hooker Furniture Corporation
   
200
     
8,050
 
LGI Homes, Inc. (a)
   
200
     
8,508
 
             
47,191
 
Internet & Direct Marketing Retail — 1.5%
               
Groupon, Inc. (a)
   
600
     
2,664
 
Nutrisystem, Inc.
   
700
     
38,010
 
             
40,674
 
Media — 2.5%
               
MSG Networks, Inc. - Class A (a)
   
1,900
     
40,755
 
New Media Investment Group, Inc.
   
600
     
8,274
 
Sinclair Broadcast Group, Inc. - Class A
   
150
     
4,537
 
TEGNA, Inc.
   
300
     
3,786
 
tronc, Inc. (a)
   
480
     
6,965
 
             
64,317
 
Multi-Line Retail — 0.8%
               
Big Lots, Inc.
   
450
     
21,420
 
 
See accompanying notes to financial statements.
 
21

ALAMBIC SMALL CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 95.1% (Continued)
 
Shares
   
Value
 
Consumer Discretionary — 14.4% (Continued)
           
Specialty Retail — 0.6%
           
Haverty Furniture Companies, Inc.
   
500
   
$
11,725
 
Select Comfort Corporation (a)
   
100
     
2,953
 
             
14,678
 
Textiles, Apparel & Luxury Goods — 0.6%
               
Crocs, Inc. (a)
   
1,700
     
15,181
 
                 
Consumer Staples — 2.3%
               
Beverages — 0.2%
               
Cott Corporation
   
300
     
4,554
 
                 
Food & Staples Retailing — 0.8%
               
SUPERVALU, Inc. (a)
   
1,056
     
21,103
 
                 
Food Products — 1.2%
               
Darling Ingredients, Inc. (a)
   
200
     
3,480
 
Dean Foods Company
   
1,000
     
11,000
 
Flowers Foods, Inc.
   
800
     
13,896
 
Omega Protein Corporation
   
200
     
3,160
 
             
31,536
 
Household Products — 0.1%
               
Energizer Holdings, Inc.
   
50
     
2,207
 
                 
Energy — 0.9%
               
Energy Equipment & Services — 0.1%
               
RigNet, Inc. (a)
   
100
     
1,600
 
                 
Oil, Gas & Consumable Fuels — 0.8%
               
Anadarko Petroleum Corporation
   
50
     
2,047
 
Chesapeake Energy Corporation (a)
   
2,100
     
7,644
 
Eclipse Resources Corporation (a)
   
3,100
     
7,223
 
Energy XXI Gulf Coast Inc (a)
   
100
     
1,045
 
W&T Offshore, Inc. (a)
   
2,100
     
4,011
 
             
21,970
 
Financials — 1.1%
               
Banks — 0.4%
               
Bank of the Ozarks, Inc.
   
250
     
10,740
 
                 
Capital Markets — 0.3%
               
Evercore Partners, Inc. - Class A
   
90
     
6,791
 
                 
Insurance — 0.4%
               
Primerica, Inc.
   
140
     
10,717
 
 
See accompanying notes to financial statements.
 
22

ALAMBIC SMALL CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 95.1% (Continued)
 
Shares
   
Value
 
Health Care — 22.8%
           
Biotechnology — 8.7%
           
AbbVie, Inc.
   
270
   
$
20,331
 
Acorda Therapeutics, Inc. (a)
   
200
     
4,160
 
AMAG Pharmaceuticals, Inc. (a)
   
300
     
5,010
 
Biogen, Inc. (a)
   
20
     
6,331
 
BioSpecifics Technologies Corporation (a)
   
50
     
2,357
 
Celgene Corporation (a)
   
80
     
11,114
 
Clovis Oncology, Inc. (a)
   
40
     
3,043
 
Cytokinetics, Inc. (a)
   
200
     
2,970
 
CytomX Therapeutics, Inc. (a)
   
100
     
1,728
 
Exact Sciences Corporation (a)
   
250
     
10,473
 
Exelixis, Inc. (a)
   
600
     
17,544
 
FibroGen, Inc. (a)
   
200
     
9,640
 
Genomic Health, Inc. (a)
   
400
     
12,680
 
Halozyme Therapeutics, Inc. (a)
   
1,400
     
18,214
 
ImmunoGen, Inc. (a)
   
500
     
4,180
 
Ironwood Pharmaceuticals, Inc. (a)
   
1,800
     
28,710
 
MiMedx Group, Inc. (a)
   
200
     
3,254
 
Myriad Genetics, Inc. (a)
   
900
     
27,441
 
Puma Biotechnology, Inc. (a)
   
20
     
1,850
 
Seattle Genetics, Inc. (a)
   
60
     
3,152
 
Versartis, Inc. (a)
   
300
     
5,700
 
Vertex Pharmaceuticals, Inc. (a)
   
180
     
28,897
 
             
228,779
 
Health Care Equipment & Supplies — 4.2%
               
Accuray, Inc. (a)
   
624
     
2,590
 
AngioDynamics, Inc. (a)
   
800
     
13,624
 
Hill-Rom Holdings, Inc.
   
260
     
20,010
 
Lantheus Holdings, Inc. (a)
   
1,423
     
24,902
 
Meridian Bioscience, Inc.
   
200
     
2,780
 
Natus Medical, Inc. (a)
   
400
     
13,440
 
Quidel Corporation (a)
   
900
     
31,446
 
             
108,792
 
Health Care Providers & Services — 2.2%
               
Aceto Corporation
   
100
     
1,061
 
Amedisys, Inc. (a)
   
250
     
13,060
 
American Renal Associates Holdings, Inc. (a)
   
100
     
1,433
 
Civitas Solutions, Inc. (a)
   
100
     
1,910
 
HMS Holdings Corporation (a)
   
200
     
3,544
 
Magellan Health, Inc. (a)
   
410
     
33,169
 
RadNet, Inc. (a)
   
400
     
4,100
 
             
58,277
 
 
See accompanying notes to financial statements.
 
23

ALAMBIC SMALL CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 95.1% (Continued)
 
Shares
   
Value
 
Health Care — 22.8% (Continued)
           
Health Care Technology — 2.1%
           
HealthStream, Inc. (a)
   
600
   
$
14,094
 
Quality Systems, Inc. (a)
   
2,600
     
40,950
 
             
55,044
 
Life Sciences Tools & Services — 3.4%
               
Bruker Corporation
   
900
     
26,181
 
Charles River Laboratories International, Inc. (a)
   
80
     
8,704
 
Luminex Corporation
   
1,100
     
21,263
 
Medpace Holdings, Inc. (a)
   
582
     
18,996
 
PAREXEL International Corporation (a)
   
150
     
13,184
 
             
88,328
 
Pharmaceuticals — 2.2%
               
Akorn, Inc. (a)
   
300
     
9,870
 
Corcept Therapeutics, Inc. (a)
   
100
     
1,667
 
Depomed, Inc. (a)
   
100
     
608
 
Innoviva, Inc. (a)
   
200
     
2,808
 
MyoKardia, Inc. (a)
   
100
     
4,335
 
Nektar Therapeutics (a)
   
100
     
2,103
 
Phibro Animal Health Corporation - Class A
   
200
     
7,100
 
Prestige Brands Holdings, Inc. (a)
   
600
     
30,426
 
             
58,917
 
Industrials — 18.9%
               
Aerospace & Defense — 2.8%
               
AeroVironment, Inc. (a)
   
300
     
14,706
 
Astronics Corporation (a)
   
200
     
5,258
 
Moog, Inc. - Class A (a)
   
170
     
13,049
 
National Presto Industries, Inc.
   
140
     
13,944
 
Triumph Group, Inc.
   
200
     
5,260
 
Vectrus, Inc. (a)
   
700
     
20,006
 
             
72,223
 
Air Freight & Logistics — 0.2%
               
Park-Ohio Holdings Corporation
   
100
     
3,985
 
                 
Airlines — 0.5%
               
Hawaiian Holdings, Inc. (a)
   
300
     
12,855
 
                 
Building Products — 1.7%
               
Armstrong Flooring, Inc. (a)
   
200
     
2,984
 
Builders FirstSource, Inc. (a)
   
300
     
4,884
 
Continental Building Products, Inc. (a)
   
1,200
     
29,220
 
Universal Forest Products, Inc.
   
100
     
8,721
 
             
45,809
 
 
See accompanying notes to financial statements.
 
24

ALAMBIC SMALL CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 95.1% (Continued)
 
Shares
   
Value
 
Industrials — 18.9% (Continued)
           
Commercial Services & Supplies — 5.0%
           
ARC Document Solutions, Inc. (a)
   
2,000
   
$
7,060
 
Deluxe Corporation
   
340
     
23,579
 
Ennis, Inc.
   
1,000
     
19,100
 
Hudson Technologies, Inc. (a)
   
1,500
     
13,350
 
Kimball International, Inc. - Class B
   
1,951
     
33,089
 
LSC Communications, Inc.
   
400
     
6,444
 
Quad/Graphics, Inc. - Class A
   
300
     
5,718
 
R.R. Donnelley & Sons Company
   
1,100
     
10,153
 
SP Plus Corporation (a)
   
350
     
12,915
 
             
131,408
 
Construction & Engineering — 1.8%
               
Aegion Corporation (a)
   
200
     
4,334
 
Dycom Industries, Inc. (a)
   
100
     
8,068
 
MasTec, Inc. (a)
   
800
     
32,640
 
Sterling Construction Company, Inc. (a)
   
100
     
1,178
 
             
46,220
 
Electrical Equipment — 1.1%
               
Atkore International Group, Inc. (a)
   
600
     
9,996
 
Belden, Inc.
   
40
     
3,083
 
Encore Wire Corporation
   
50
     
2,145
 
General Cable Corporation
   
830
     
14,068
 
             
29,292
 
Industrial Conglomerates — 0.7%
               
Raven Industries, Inc.
   
680
     
19,040
 
                 
Machinery — 3.3%
               
Allison Transmission Holdings, Inc.
   
550
     
19,101
 
Altra Industrial Motion Corporation
   
50
     
2,303
 
Astec Industries, Inc.
   
100
     
4,968
 
Commercial Vehicle Group, Inc. (a)
   
3,352
     
19,911
 
Gencor Industries, Inc. (a)
   
250
     
3,850
 
Global Brass & Copper Holdings, Inc.
   
500
     
14,925
 
Harsco Corporation (a)
   
400
     
6,840
 
Hillenbrand, Inc.
   
200
     
7,150
 
Hurco Companies, Inc.
   
200
     
7,030
 
             
86,078
 
Professional Services — 0.2%
               
On Assignment, Inc. (a)
   
100
     
4,770
 
                 
Road & Rail — 1.2%
               
YRC Worldwide, Inc. (a)
   
2,301
     
30,811
 
 
See accompanying notes to financial statements.
 
25

ALAMBIC SMALL CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 95.1% (Continued)
 
Shares
   
Value
 
Industrials — 18.9% (Continued)
           
Trading Companies & Distributors — 0.4%
           
H&E Equipment Services, Inc.
   
500
   
$
11,770
 
                 
Information Technology — 25.6%
               
Communications Equipment — 0.6%
               
Digi International, Inc. (a)
   
500
     
4,600
 
Extreme Networks, Inc. (a)
   
800
     
9,144
 
InterDigital, Inc.
   
20
     
1,427
 
             
15,171
 
Electronic Equipment, Instruments & Components — 1.8%
               
Daktronics, Inc.
   
500
     
4,815
 
Itron, Inc. (a)
   
250
     
18,150
 
KEMET Corporation (a)
   
300
     
7,173
 
Methode Electronics, Inc.
   
350
     
14,315
 
Systemax, Inc.
   
100
     
2,444
 
             
46,897
 
Internet Software & Services — 5.2%
               
Angie's List, Inc. (a)
   
1,000
     
12,160
 
Blucora, Inc. (a)
   
100
     
2,280
 
Carbonite, Inc. (a)
   
200
     
4,000
 
Care.com, Inc. (a)
   
1,400
     
20,958
 
Cars.com, Inc. (a)
   
200
     
5,172
 
Endurance International Group Holdings, Inc. (a)
   
3,000
     
23,100
 
NIC, Inc.
   
400
     
6,540
 
Quotient Technology, Inc. (a)
   
700
     
10,500
 
Web.com Group, Inc. (a)
   
600
     
15,180
 
XO Group, Inc. (a)
   
1,420
     
26,440
 
Zix Corporation (a)
   
1,800
     
9,558
 
             
135,888
 
IT Services — 5.3%
               
CSG Systems International, Inc.
   
200
     
7,742
 
Everi Holdings, Inc. (a)
   
3,700
     
28,527
 
EVERTEC, Inc.
   
600
     
11,040
 
MAXIMUS, Inc.
   
450
     
27,351
 
Syntel, Inc.
   
1,200
     
21,672
 
TeleTech Holdings, Inc.
   
350
     
13,895
 
Unisys Corporation (a)
   
3,600
     
27,900
 
VeriFone Systems, Inc. (a)
   
100
     
1,977
 
             
140,104
 
Semiconductors & Semiconductor Equipment — 5.5%
               
Alpha & Omega Semiconductor Ltd. (a)
   
283
     
4,494
 
Amkor Technology, Inc. (a)
   
1,100
     
9,658
 
 
See accompanying notes to financial statements.
 
26

ALAMBIC SMALL CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 95.1% (Continued)
 
Shares
   
Value
 
Information Technology — 25.6% (Continued)
           
Semiconductors & Semiconductor Equipment — 5.5% (Continued)
           
AXT, Inc. (a)
   
415
   
$
3,237
 
Cirrus Logic, Inc. (a)
   
550
     
31,889
 
Cohu, Inc.
   
1,000
     
18,760
 
Entegris, Inc. (a)
   
100
     
2,545
 
IXYS Corporation (a)
   
900
     
20,700
 
Microsemi Corporation (a)
   
200
     
10,076
 
Nanometrics, Inc. (a)
   
100
     
2,579
 
Photronics, Inc. (a)
   
2,038
     
16,100
 
SMART Modular Technologies (WWH), Inc. (a)
   
200
     
3,974
 
Synaptics, Inc. (a)
   
500
     
20,785
 
             
144,797
 
Software — 6.6%
               
ACI Worldwide, Inc. (a)
   
1,200
     
27,312
 
American Software, Inc. - Class A
   
1,500
     
16,515
 
Aspen Technology, Inc. (a)
   
500
     
31,625
 
Barracuda Networks, Inc. (a)
   
100
     
2,421
 
Blackbaud, Inc.
   
50
     
4,220
 
Manhattan Associates, Inc. (a)
   
550
     
23,128
 
MicroStrategy, Inc. - Class A (a)
   
120
     
15,480
 
Progress Software Corporation
   
600
     
20,148
 
Silver Spring Networks, Inc. (a)
   
600
     
7,596
 
TiVo Corporation
   
400
     
7,320
 
VASCO Data Security International, Inc. (a)
   
1,300
     
16,315
 
             
172,080
 
Technology Hardware, Storage & Peripherals — 0.6%
               
Avid Technology, Inc. (a)
   
1,600
     
7,056
 
NCR Corporation (a)
   
250
     
9,133
 
             
16,189
 
Materials — 8.7%
               
Chemicals — 5.3%
               
Chemours Company (The)
   
300
     
14,721
 
Core Molding Technologies, Inc.
   
100
     
2,057
 
Ferro Corporation (a)
   
100
     
1,927
 
LSB Industries, Inc. (a)
   
500
     
3,050
 
OMNOVA Solutions, Inc. (a)
   
2,801
     
24,369
 
PolyOne Corporation
   
500
     
18,070
 
Rayonier Advanced Materials, Inc.
   
1,073
     
14,721
 
Stepan Company
   
300
     
23,208
 
Tredegar Corporation
   
300
     
4,890
 
Trinseo S.A.
   
490
     
32,781
 
             
139,794
 
 
See accompanying notes to financial statements.
 
27

ALAMBIC SMALL CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 95.1% (Continued)
 
Shares
   
Value
 
Materials — 8.7% (Continued)
           
Construction Materials — 0.7%
           
U.S. Concrete, Inc. (a)
   
200
   
$
16,010
 
United States Lime & Minerals, Inc.
   
40
     
3,198
 
             
19,208
 
Containers & Packaging — 1.8%
               
Greif, Inc. - Class A
   
700
     
42,315
 
Owens-Illinois, Inc. (a)
   
100
     
2,464
 
UFP Technologies, Inc. (a)
   
100
     
2,660
 
             
47,439
 
Metals & Mining — 0.5%
               
AK Steel Holding Corporation (a)
   
1,200
     
6,720
 
Warrior Met Coal, Inc.
   
200
     
5,458
 
             
12,178
 
Paper & Forest Products — 0.4%
               
Louisiana-Pacific Corporation (a)
   
400
     
10,192
 
                 
Telecommunication Services — 0.4%
               
Diversified Telecommunication Services — 0.4%
               
Windstream Holdings, Inc.
   
4,300
     
8,901
 
                 
Total Investments at Value 95.1% (Cost $2,101,479)
         
$
2,489,531
 
                 
Other Assets in Excess of Liabilities 4.9%
           
129,299
 
                 
Net Assets — 100.0%
         
$
2,618,830
 
 
(a)
Non-income producing security.
 
See accompanying notes to financial statements.
 
28

ALAMBIC MID CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS
August 31, 2017
 
COMMON STOCKS — 94.9%
 
Shares
   
Value
 
Consumer Discretionary — 11.3%
           
Auto Components — 0.4%
           
BorgWarner, Inc.
   
80
   
$
3,713
 
                 
Automobiles — 1.3%
               
Harley-Davidson, Inc.
   
280
     
13,163
 
                 
Diversified Consumer Services — 1.9%
               
H&R Block, Inc.
   
700
     
18,718
 
                 
Hotels, Restaurants & Leisure — 2.2%
               
Aramark
   
40
     
1,628
 
Vail Resorts, Inc.
   
90
     
20,515
 
             
22,143
 
Household Durables — 0.8%
               
CalAtlantic Group, Inc.
   
40
     
1,390
 
NVR, Inc. (a)
   
1
     
2,721
 
PulteGroup, Inc.
   
50
     
1,291
 
Whirlpool Corporation
   
14
     
2,402
 
             
7,804
 
Internet & Direct Marketing Retail — 0.6%
               
Liberty Interactive Corporation QVC Group - Series A (a)
   
280
     
6,194
 
                 
Media — 3.2%
               
AMC Networks, Inc. - Class A (a)
   
40
     
2,431
 
Discovery Communications, Inc. - Series A (a)
   
60
     
1,333
 
News Corporation - Class A
   
1,950
     
26,072
 
Viacom, Inc. - Class B
   
60
     
1,716
 
             
31,552
 
Specialty Retail — 0.9%
               
Staples, Inc.
   
850
     
8,683
 
                 
Consumer Staples — 7.0%
               
Beverages — 1.3%
               
Dr Pepper Snapple Group, Inc.
   
90
     
8,195
 
Molson Coors Brewing Company - Class B
   
50
     
4,488
 
             
12,683
 
Food Products — 5.3%
               
Campbell Soup Company
   
40
     
1,848
 
Flowers Foods, Inc.
   
550
     
9,553
 
Ingredion, Inc.
   
10
     
1,238
 
J.M. Smucker Company (The)
   
80
     
8,381
 
 
See accompanying notes to financial statements.
 
29

ALAMBIC MID CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 94.9% (Continued)
 
Shares
   
Value
 
Consumer Staples — 7.0% (Continued)
           
Food Products — 5.3% (Continued)
           
Kellogg Company
   
100
   
$
6,546
 
Seaboard Corporation
   
2
     
8,591
 
Tyson Foods, Inc. - Class A
   
260
     
16,458
 
             
52,615
 
Household Products — 0.4%
               
HRG Group, Inc. (a)
   
100
     
1,579
 
Spectrum Brands Holdings, Inc.
   
20
     
2,199
 
             
3,778
 
Energy — 7.1%
               
Energy Equipment & Services — 0.7%
               
RPC, Inc.
   
350
     
6,793
 
                 
Oil, Gas & Consumable Fuels — 6.4%
               
Anadarko Petroleum Corporation
   
385
     
15,758
 
Apache Corporation
   
20
     
777
 
ConocoPhillips
   
240
     
10,478
 
CONSOL Energy, Inc. (a)
   
100
     
1,455
 
Devon Energy Corporation
   
100
     
3,140
 
HollyFrontier Corporation
   
300
     
9,393
 
Marathon Petroleum Corporation
   
140
     
7,343
 
Noble Energy, Inc.
   
350
     
8,320
 
Range Resources Corporation
   
50
     
868
 
Valero Energy Corporation
   
80
     
5,448
 
             
62,980
 
Financials — 10.6%
               
Banks — 4.1%
               
Bank of the Ozarks, Inc.
   
60
     
2,577
 
Citizens Financial Group, Inc.
   
120
     
3,975
 
Comerica, Inc.
   
60
     
4,095
 
Cullen/Frost Bankers, Inc.
   
20
     
1,684
 
East West Bancorp, Inc.
   
140
     
7,752
 
Huntington Bancshares, Inc.
   
200
     
2,518
 
KeyCorp
   
300
     
5,163
 
M&T Bank Corporation
   
20
     
2,957
 
SunTrust Banks, Inc.
   
100
     
5,510
 
SVB Financial Group (a)
   
20
     
3,387
 
Western Alliance Bancorp (a)
   
20
     
965
 
             
40,583
 
Capital Markets — 1.5%
               
E*TRADE Financial Corporation (a)
   
20
     
820
 
Eaton Vance Corporation
   
80
     
3,807
 
 
See accompanying notes to financial statements.
 
30

ALAMBIC MID CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 94.9% (Continued)
 
Shares
   
Value
 
Financials 10.6% (Continued)
           
Capital Markets — 1.5% (Continued)
           
Franklin Resources, Inc.
   
20
   
$
865
 
Invesco Ltd.
   
80
     
2,622
 
Northern Trust Corporation
   
60
     
5,310
 
Raymond James Financial, Inc.
   
20
     
1,566
 
             
14,990
 
Consumer Finance — 0.7%
               
Ally Financial, Inc.
   
250
     
5,650
 
Discover Financial Services
   
20
     
1,179
 
             
6,829
 
Diversified Financial Services — 0.5%
               
MarketAxess Holdings, Inc.
   
25
     
4,824
 
                 
Insurance — 3.8%
               
Assurant, Inc.
   
20
     
1,894
 
Berkley (W.R.) Corporation
   
60
     
3,999
 
CNA Financial Corporation
   
140
     
6,868
 
Erie Indemnity Company - Class A
   
40
     
4,832
 
Lincoln National Corporation
   
100
     
6,786
 
Markel Corporation (a)
   
1
     
1,052
 
Old Republic International Corporation
   
100
     
1,909
 
Principal Financial Group, Inc.
   
20
     
1,250
 
Unum Group
   
180
     
8,672
 
             
37,262
 
Health Care — 12.5%
               
Biotechnology — 3.2%
               
AbbVie, Inc.
   
50
     
3,765
 
Bioverativ, Inc. (a)
   
140
     
7,936
 
Exelixis, Inc. (a)
   
150
     
4,386
 
Ionis Pharmaceuticals, Inc. (a)
   
30
     
1,609
 
United Therapeutics Corporation (a)
   
27
     
3,532
 
Vertex Pharmaceuticals, Inc. (a)
   
65
     
10,435
 
             
31,663
 
Health Care Equipment & Supplies — 4.8%
               
Baxter International, Inc.
   
210
     
13,028
 
Hill-Rom Holdings, Inc.
   
180
     
13,853
 
Hologic, Inc. (a)
   
220
     
8,492
 
Varian Medical Systems, Inc. (a)
   
90
     
9,563
 
Zimmer Biomet Holdings, Inc.
   
20
     
2,285
 
             
47,221
 
 
See accompanying notes to financial statements.
 
31

ALAMBIC MID CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 94.9% (Continued)
 
Shares
   
Value
 
Health Care — 12.5%
           
Health Care Providers & Services — 1.5%
           
Express Scripts Holding Company (a)
   
200
   
$
12,564
 
Laboratory Corporation of America Holdings (a)
   
15
     
2,353
 
             
14,917
 
Life Sciences Tools & Services — 2.5%
               
Agilent Technologies, Inc.
   
20
     
1,295
 
Bruker Corporation
   
310
     
9,018
 
Charles River Laboratories International, Inc. (a)
   
80
     
8,704
 
PerkinElmer, Inc.
   
85
     
5,694
 
             
24,711
 
Pharmaceuticals — 0.5%
               
Merck & Company, Inc.
   
20
     
1,277
 
Pfizer, Inc.
   
100
     
3,392
 
             
4,669
 
Industrials — 11.4%
               
Aerospace & Defense — 1.9%
               
L3 Technologies, Inc.
   
40
     
7,259
 
Textron, Inc.
   
230
     
11,291
 
             
18,550
 
Airlines — 0.6%
               
JetBlue Airways Corporation (a)
   
300
     
5,943
 
                 
Building Products — 0.4%
               
Owens Corning
   
50
     
3,706
 
                 
Construction & Engineering — 0.6%
               
MasTec, Inc. (a)
   
40
     
1,632
 
Quanta Services, Inc. (a)
   
120
     
4,312
 
             
5,944
 
Industrial Conglomerates — 0.3%
               
Honeywell International, Inc.
   
20
     
2,765
 
                 
Machinery — 6.4%
               
AGCO Corporation
   
140
     
9,583
 
Allison Transmission Holdings, Inc.
   
540
     
18,754
 
Crane Company
   
100
     
7,423
 
Cummins, Inc.
   
46
     
7,332
 
Oshkosh Corporation
   
270
     
20,142
 
             
63,234
 
Professional Services — 1.2%
               
ManpowerGroup, Inc.
   
100
     
11,151
 
 
See accompanying notes to financial statements.
 
32

ALAMBIC MID CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 94.9% (Continued)
 
Shares
   
Value
 
Industrials — 11.4% (Continued)
           
Professional Services — 1.2% (Continued)
           
Robert Half International, Inc.
   
20
   
$
906
 
             
12,057
 
Information Technology — 12.7%
               
Communications Equipment — 0.5%
               
Harris Corporation
   
40
     
4,916
 
                 
Electronic Equipment, Instruments & Components — 2.5%
               
Avnet, Inc.
   
540
     
20,828
 
SYNNEX Corporation
   
10
     
1,196
 
Zebra Technologies Corporation - Class A (a)
   
30
     
3,092
 
             
25,116
 
IT Services — 3.0%
               
Amdocs Ltd.
   
50
     
3,239
 
Leidos Holdings, Inc.
   
120
     
6,998
 
MAXIMUS, Inc.
   
170
     
10,333
 
Total System Services, Inc.
   
40
     
2,765
 
Western Union Company (The)
   
350
     
6,622
 
             
29,957
 
Semiconductors & Semiconductor Equipment — 1.9%
               
Cypress Semiconductor Corporation
   
700
     
9,583
 
ON Semiconductor Corporation (a)
   
100
     
1,708
 
Teradyne, Inc.
   
210
     
7,478
 
             
18,769
 
Software — 2.9%
               
CA, Inc.
   
220
     
7,300
 
Cadence Design Systems, Inc. (a)
   
60
     
2,358
 
Nuance Communications, Inc. (a)
   
620
     
9,963
 
Synopsys, Inc. (a)
   
110
     
8,846
 
             
28,467
 
Technology Hardware, Storage & Peripherals — 1.9%
               
HP, Inc.
   
330
     
6,296
 
Western Digital Corporation
   
135
     
11,917
 
             
18,213
 
Materials — 9.2%
               
Chemicals — 4.3%
               
Huntsman Corporation
   
640
     
17,005
 
PPG Industries, Inc.
   
70
     
7,302
 
Scotts Miracle-Gro Company (The)
   
190
     
18,162
 
             
42,469
 
 
See accompanying notes to financial statements.
 
33

ALAMBIC MID CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 94.9% (Continued)
 
Shares
   
Value
 
Materials — 9.2% (Continued)
           
Containers & Packaging — 3.8%
           
Owens-Illinois, Inc. (a)
   
800
   
$
19,712
 
Packaging Corporation of America
   
50
     
5,621
 
WestRock Company
   
220
     
12,520
 
             
37,853
 
Metals & Mining — 1.1%
               
Nucor Corporation
   
20
     
1,102
 
Reliance Steel & Aluminum Company
   
40
     
2,897
 
Steel Dynamics, Inc.
   
200
     
6,890
 
             
10,889
 
Real Estate 9.1%
               
Equity Real Estate Investment Trusts (REITs) 9.1%
               
Alexandria Real Estate Equities, Inc.
   
10
     
1,213
 
American Homes 4 Rent - Class A
   
50
     
1,108
 
AvalonBay Communities, Inc.
   
5
     
939
 
Boston Properties, Inc.
   
30
     
3,618
 
Brixmor Property Group, Inc.
   
250
     
4,680
 
Duke Realty Corporation
   
50
     
1,486
 
Essex Property Trust, Inc.
   
5
     
1,330
 
Extra Space Storage, Inc.
   
20
     
1,553
 
Forest City Realty Trust, Inc. - Class A
   
100
     
2,396
 
GGP, Inc.
   
200
     
4,150
 
HCP, Inc.
   
50
     
1,490
 
Hospitality Properties Trust
   
100
     
2,736
 
Host Hotels & Resorts, Inc.
   
250
     
4,530
 
Hudson Pacific Properties, Inc.
   
350
     
11,550
 
Invitation Homes, Inc.
   
200
     
4,628
 
Kilroy Realty Corporation
   
100
     
6,923
 
Macerich Company (The)
   
100
     
5,277
 
Mid-America Apartment Communities, Inc.
   
30
     
3,194
 
Omega Healthcare Investors, Inc.
   
50
     
1,594
 
Prologis, Inc.
   
40
     
2,534
 
Regency Centers Corporation
   
20
     
1,286
 
SL Green Realty Corporation
   
40
     
3,855
 
Vornado Realty Trust
   
120
     
8,939
 
Welltower, Inc.
   
20
     
1,464
 
Weyerhaeuser Company
   
220
     
7,174
 
             
89,647
 
Telecommunication Services — 1.0%
               
Diversified Telecommunication Services — 0.4%
               
CenturyLink, Inc.
   
200
     
3,944
 
 
See accompanying notes to financial statements.
 
34

ALAMBIC MID CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 94.9% (Continued)
 
Shares
   
Value
 
Telecommunication Services — 1.0% (Continued)
           
Wireless Telecommunication Services — 0.6%
           
Telephone and Data Systems, Inc.
   
190
   
$
5,569
 
                 
Utilities — 3.0%
               
Electric Utilities — 1.5%
               
Edison International
   
40
     
3,207
 
Eversource Energy
   
20
     
1,260
 
OGE Energy Corporation
   
140
     
5,001
 
PPL Corporation
   
100
     
3,924
 
Westar Energy, Inc.
   
40
     
2,053
 
             
15,445
 
Multi-Utilities — 1.5%
               
MDU Resources Group, Inc.
   
350
     
9,464
 
NiSource, Inc.
   
100
     
2,687
 
SCANA Corporation
   
40
     
2,415
 
             
14,566
 
                 
Total Common Stocks (Cost $903,577)
         
$
936,507
 
 
RIGHTS — 0.0%
 
Shares
   
Value
 
Media General, Inc. - CVR (a)(b) (Cost $0)
   
120
   
$
0
 
                 
Total Investments at Value 94.9% (Cost $903,577)
         
$
936,507
 
                 
Other Assets in Excess of Liabilities — 5.1%
           
50,380
 
                 
Net Assets — 100.0%
         
$
986,887
 
 
CVR - Contingent Value Right.
(a)
Non-income producing security.
(b)
Illiquid security. Security value has been determined in good faith pursuant to procedures adopted by the Board of Trustees. The total value of such securities is $0 at August 31, 2017, representing 0.0% of net assets (Note 2).
 
See accompanying notes to financial statements.
 
35

ALAMBIC MID CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS
August 31, 2017
 
COMMON STOCKS — 97.7%
 
Shares
   
Value
 
Consumer Discretionary — 13.8%
           
Automobiles — 1.4%
           
Harley-Davidson, Inc.
   
300
   
$
14,103
 
                 
Distributors — 0.5%
               
LKQ Corporation (a)
   
160
     
5,544
 
                 
Diversified Consumer Services — 1.8%
               
H&R Block, Inc.
   
700
     
18,718
 
                 
Hotels, Restaurants & Leisure — 2.9%
               
Darden Restaurants, Inc.
   
20
     
1,642
 
Scientific Games Corporation - Class A (a)
   
100
     
3,520
 
Vail Resorts, Inc.
   
110
     
25,074
 
             
30,236
 
Household Durables — 1.6%
               
NVR, Inc. (a)
   
6
     
16,325
 
                 
Internet & Direct Marketing Retail — 0.3%
               
Liberty Interactive Corporation QVC Group - Series A (a)
   
120
     
2,655
 
                 
Leisure Products — 1.2%
               
Brunswick Corporation
   
140
     
7,347
 
Polaris Industries, Inc.
   
50
     
4,662
 
             
12,009
 
Media — 3.8%
               
AMC Networks, Inc. - Class A (a)
   
100
     
6,078
 
Lions Gate Entertainment Corporation - Class A (a)
   
250
     
7,433
 
News Corporation - Class A
   
1,936
     
25,884
 
             
39,395
 
Specialty Retail — 0.3%
               
Staples, Inc.
   
350
     
3,575
 
                 
Consumer Staples — 5.5%
               
Beverages — 1.1%
               
Dr Pepper Snapple Group, Inc.
   
125
     
11,381
 
                 
Food & Staples Retailing — 0.3%
               
Kroger Company (The)
   
150
     
3,280
 
 
See accompanying notes to financial statements.
 
36

ALAMBIC MID CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 97.7% (Continued)
 
Shares
   
Value
 
Consumer Staples — 5.5% (Continued)
           
Food Products — 4.1%
           
Flowers Foods, Inc.
   
450
   
$
7,816
 
J.M. Smucker Company (The)
   
110
     
11,524
 
Kellogg Company
   
140
     
9,164
 
Seaboard Corporation
   
1
     
4,296
 
Tyson Foods, Inc. - Class A
   
145
     
9,179
 
             
41,979
 
Energy — 3.2%
               
Energy Equipment & Services — 0.7%
               
RPC, Inc.
   
350
     
6,793
 
                 
Oil, Gas & Consumable Fuels — 2.5%
               
Anadarko Petroleum Corporation
   
302
     
12,361
 
Cabot Oil & Gas Corporation
   
100
     
2,555
 
Devon Energy Corporation
   
100
     
3,140
 
HollyFrontier Corporation
   
150
     
4,696
 
Noble Energy, Inc.
   
150
     
3,566
 
             
26,318
 
Financials — 4.4%
               
Banks — 1.2%
               
First Republic Bank
   
55
     
5,338
 
SVB Financial Group (a)
   
41
     
6,943
 
             
12,281
 
Capital Markets — 2.0%
               
Affiliated Managers Group, Inc.
   
26
     
4,594
 
Eaton Vance Corporation
   
90
     
4,282
 
Moody's Corporation
   
25
     
3,351
 
S&P Global, Inc.
   
10
     
1,543
 
SEI Investments Company
   
40
     
2,338
 
T. Rowe Price Group, Inc.
   
30
     
2,531
 
TD Ameritrade Holding Corporation
   
60
     
2,599
 
             
21,238
 
Diversified Financial Services — 0.6%
               
CBOE Holdings, Inc.
   
20
     
2,018
 
MarketAxess Holdings, Inc.
   
20
     
3,859
 
             
5,877
 
Insurance — 0.6%
               
Marsh & McLennan Companies, Inc.
   
30
     
2,343
 
Progressive Corporation (The)
   
80
     
3,718
 
             
6,061
 
 
See accompanying notes to financial statements.
 
37

ALAMBIC MID CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 97.7% (Continued)
 
Shares
   
Value
 
Health Care — 18.2%
           
Biotechnology — 6.9%
           
AbbVie, Inc.
   
75
   
$
5,647
 
Biogen, Inc. (a)
   
18
     
5,698
 
Bioverativ, Inc. (a)
   
260
     
14,739
 
Celgene Corporation (a)
   
18
     
2,501
 
Exelixis, Inc. (a)
   
50
     
1,462
 
Incyte Corporation (a)
   
59
     
8,107
 
Ionis Pharmaceuticals, Inc. (a)
   
120
     
6,434
 
Regeneron Pharmaceuticals, Inc. (a)
   
14
     
6,957
 
Vertex Pharmaceuticals, Inc. (a)
   
125
     
20,068
 
             
71,613
 
Health Care Equipment & Supplies — 5.3%
               
Baxter International, Inc.
   
80
     
4,963
 
Becton, Dickinson and Company
   
8
     
1,596
 
C.R. Bard, Inc.
   
10
     
3,208
 
Hill-Rom Holdings, Inc.
   
280
     
21,549
 
Hologic, Inc. (a)
   
240
     
9,264
 
Varian Medical Systems, Inc. (a)
   
130
     
13,812
 
             
54,392
 
Health Care Providers & Services — 1.9%
               
Express Scripts Holding Company (a)
   
280
     
17,590
 
McKesson Corporation
   
10
     
1,493
 
             
19,083
 
Health Care Technology — 0.1%
               
Cerner Corporation (a)
   
20
     
1,356
 
                 
Life Sciences Tools & Services — 3.4%
               
Bruker Corporation
   
390
     
11,345
 
Charles River Laboratories International, Inc. (a)
   
155
     
16,864
 
PerkinElmer, Inc.
   
100
     
6,699
 
             
34,908
 
Pharmaceuticals — 0.6%
               
Bristol-Myers Squibb Company
   
30
     
1,814
 
Eli Lilly & Company
   
20
     
1,626
 
Zoetis, Inc.
   
40
     
2,508
 
             
5,948
 
Industrials — 14.8%
               
Aerospace & Defense — 1.1%
               
L3 Technologies, Inc.
   
30
     
5,444
 
Textron, Inc.
   
120
     
5,891
 
             
11,335
 
 
See accompanying notes to financial statements.
 
38

ALAMBIC MID CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 97.7% (Continued)
 
Shares
   
Value
 
Industrials — 14.8% (Continued)
           
Air Freight & Logistics — 0.7%
           
FedEx Corporation
   
34
   
$
7,289
 
                 
Airlines — 1.5%
               
Alaska Air Group, Inc.
   
120
     
8,959
 
JetBlue Airways Corporation (a)
   
350
     
6,934
 
             
15,893
 
Commercial Services & Supplies — 0.5%
               
Deluxe Corporation
   
75
     
5,201
 
                 
Construction & Engineering — 2.2%
               
MasTec, Inc. (a)
   
280
     
11,424
 
Quanta Services, Inc. (a)
   
300
     
10,779
 
             
22,203
 
Electrical Equipment — 1.0%
               
Rockwell Automation, Inc.
   
60
     
9,844
 
                 
Machinery — 6.0%
               
AGCO Corporation
   
140
     
9,583
 
Allison Transmission Holdings, Inc.
   
720
     
25,005
 
Crane Company
   
20
     
1,485
 
Cummins, Inc.
   
50
     
7,969
 
Oshkosh Corporation
   
240
     
17,904
 
             
61,946
 
Professional Services — 1.3%
               
ManpowerGroup, Inc.
   
70
     
7,806
 
TransUnion (a)
   
120
     
5,743
 
             
13,549
 
Trading Companies & Distributors — 0.5%
               
Grainger (W.W.), Inc.
   
30
     
4,877
 
                 
Information Technology — 28.1%
               
Communications Equipment — 0.6%
               
Harris Corporation
   
30
     
3,687
 
Juniper Networks, Inc.
   
100
     
2,773
 
             
6,460
 
Electronic Equipment, Instruments & Components — 2.2%
               
Avnet, Inc.
   
280
     
10,800
 
SYNNEX Corporation
   
40
     
4,784
 
Zebra Technologies Corporation - Class A (a)
   
65
     
6,701
 
             
22,285
 
 
See accompanying notes to financial statements.
 
39

ALAMBIC MID CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 97.7% (Continued)
 
Shares
   
Value
 
Information Technology — 28.1% (Continued)
           
Internet Software & Services — 1.1%
           
eBay, Inc. (a)
   
60
   
$
2,168
 
GoDaddy, Inc. - Class A (a)
   
90
     
4,034
 
IAC/InterActiveCorp (a)
   
50
     
5,675
 
             
11,877
 
IT Services — 8.3%
               
Booz Allen Hamilton Holding Corporation
   
300
     
10,233
 
Broadridge Financial Solutions, Inc.
   
20
     
1,563
 
Cognizant Technology Solutions Corporation - Class A
   
120
     
8,492
 
CSRA, Inc.
   
100
     
3,151
 
Jack Henry & Associates, Inc.
   
20
     
2,061
 
Leidos Holdings, Inc.
   
180
     
10,498
 
MAXIMUS, Inc.
   
290
     
17,626
 
Total System Services, Inc.
   
240
     
16,589
 
Western Union Company (The)
   
800
     
15,136
 
             
85,349
 
Semiconductors & Semiconductor Equipment — 6.2%
               
Cypress Semiconductor Corporation
   
400
     
5,476
 
Lam Research Corporation
   
65
     
10,789
 
Maxim Integrated Products, Inc.
   
320
     
14,931
 
ON Semiconductor Corporation (a)
   
700
     
11,956
 
Skyworks Solutions, Inc.
   
55
     
5,795
 
Teradyne, Inc.
   
410
     
14,600
 
             
63,547
 
Software — 7.8%
               
Activision Blizzard, Inc.
   
60
     
3,933
 
Aspen Technology, Inc. (a)
   
150
     
9,487
 
Cadence Design Systems, Inc. (a)
   
340
     
13,359
 
Citrix Systems, Inc. (a)
   
145
     
11,340
 
Electronic Arts, Inc. (a)
   
30
     
3,645
 
Nuance Communications, Inc. (a)
   
710
     
11,410
 
SS&C Technologies Holdings, Inc.
   
80
     
3,097
 
Symantec Corporation
   
600
     
17,988
 
Synopsys, Inc. (a)
   
80
     
6,434
 
             
80,693
 
Technology Hardware, Storage & Peripherals — 1.9%
               
HP, Inc.
   
750
     
14,310
 
Western Digital Corporation
   
60
     
5,296
 
             
19,606
 
 
See accompanying notes to financial statements.
 
40

ALAMBIC MID CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 97.7% (Continued)
 
Shares
   
Value
 
Materials — 9.1%
           
Chemicals — 3.0%
           
Chemours Company (The)
   
80
   
$
3,926
 
Huntsman Corporation
   
140
     
3,720
 
PPG Industries, Inc.
   
50
     
5,216
 
Scotts Miracle-Gro Company (The)
   
192
     
18,353
 
             
31,215
 
Containers & Packaging — 5.3%
               
Berry Global Group, Inc. (a)
   
100
     
5,624
 
Owens-Illinois, Inc. (a)
   
750
     
18,480
 
Packaging Corporation of America
   
100
     
11,241
 
Sonoco Products Company
   
400
     
19,304
 
             
54,649
 
Metals & Mining — 0.8%
               
Nucor Corporation
   
20
     
1,102
 
Steel Dynamics, Inc.
   
209
     
7,200
 
             
8,302
 
Real Estate — 0.6%
               
Equity Real Estate Investment Trusts (REITs) 0.5%
               
Colony NorthStar, Inc. - Class A
   
200
     
2,622
 
Gaming and Leisure Properties, Inc.
   
60
     
2,351
 
             
4,973
 
Real Estate Management & Development — 0.1%
               
CBRE Group, Inc. - Class A (a)
   
20
     
722
 
                 
Total Investments at Value 97.7% (Cost $938,044)
         
$
1,006,883
 
                 
Other Assets in Excess of Liabilities 2.3%
           
23,290
 
                 
Net Assets — 100.0%
         
$
1,030,173
 
 
(a)
Non-income producing security.
 
See accompanying notes to financial statements.
 
41

ALAMBIC FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
August 31, 2017
 
     
 
Alambic Small Cap Value Plus Fund
   
Alambic Small Cap Growth Plus Fund
 
ASSETS
           
Investments in securities:
           
At acquisition cost
 
$
2,355,240
   
$
2,101,479
 
At value (Note 2)
 
$
2,591,417
   
$
2,489,531
 
Cash (Note 2)
   
149,571
     
125,042
 
Dividends receivable
   
1,720
     
1,277
 
Receivable for investment securities sold
   
44,171
     
26,434
 
Receivable from Adviser (Note 4)
   
9,775
     
9,846
 
Other assets
   
2,372
     
2,370
 
Total assets
   
2,799,026
     
2,654,500
 
                 
LIABILITIES
               
Payable for investment securities purchased
   
41,428
     
24,876
 
Payable to administrator (Note 4)
   
6,523
     
6,522
 
Other accrued expenses
   
4,372
     
4,272
 
Total liabilities
   
52,323
     
35,670
 
                 
NET ASSETS
 
$
2,746,703
   
$
2,618,830
 
                 
NET ASSETS CONSIST OF:
               
Paid-in capital
 
$
2,199,754
   
$
1,997,509
 
Accumulated net investment loss
   
(2,876
)
   
(10,299
)
Accumulated net realized gains from investment transactions
   
313,648
     
243,568
 
Net unrealized appreciation on investments
   
236,177
     
388,052
 
NET ASSETS
 
$
2,746,703
   
$
2,618,830
 
                 
Shares of beneficial interest outstanding
(unlimited number of shares authorized, no par value)
   
219,644
     
202,570
 
               
Net asset value, offering price and redemption price (Note 2)
 
$
12.51
   
$
12.93
 
 
See accompanying notes to financial statements.
 
42
 

ALAMBIC FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
August 31, 2017 (Continued)
 
        
 
Alambic Mid
Cap Value Plus Fund
   
Alambic Mid
Cap Growth Plus Fund
 
ASSETS
           
Investments in securities:
           
At acquisition cost
 
$
903,577
   
$
938,044
 
At value (Note 2)
 
$
936,507
   
$
1,006,883
 
Cash (Note 2)
   
53,427
     
23,360
 
Dividends receivable
   
1,348
     
1,153
 
Receivable for investment securities sold
   
11,661
     
8,140
 
Receivable from Adviser (Note 4)
   
9,158
     
9,131
 
Other assets
   
2,239
     
2,238
 
Total assets
   
1,014,340
     
1,050,905
 
                 
LIABILITIES
               
Payable for investment securities purchased
   
17,423
     
10,652
 
Payable to administrator (Note 4)
   
6,008
     
6,009
 
Other accrued expenses
   
4,022
     
4,071
 
Total liabilities
   
27,453
     
20,732
 
                 
NET ASSETS
 
$
986,887
   
$
1,030,173
 
                 
NET ASSETS CONSIST OF:
               
Paid-in capital
 
$
958,596
   
$
959,635
 
Accumulated net investment income
   
6,454
     
1,660
 
Accumulated net realized gains (losses) from investment transactions
   
(11,093
)
   
39
 
Net unrealized appreciation on investments
   
32,930
     
68,839
 
NET ASSETS
 
$
986,887
   
$
1,030,173
 
                 
Shares of beneficial interest outstanding
(unlimited number of shares authorized, no par value)
   
93,932
     
93,646
 
               
Net asset value, offering price and redemption price (Note 2)
 
$
10.51
   
$
11.00
 
 
See accompanying notes to financial statements.
 
43
 

ALAMBIC FUNDS
STATEMENTS OF OPERATIONS
For the Year ended August 31, 2017
 
      
 
Alambic Small Cap Value Plus Fund
   
Alambic Small Cap Growth Plus Fund
 
INVESTMENT INCOME
           
Dividend income
 
$
33,803
   
$
16,898
 
Foreign withholding taxes on dividends
   
(21
)
   
(5
)
Total investment income
   
33,782
     
16,893
 
                 
EXPENSES
               
Professional fees
   
36,311
     
36,311
 
Fund accounting fees (Note 4)
   
27,277
     
26,249
 
Administration fees (Note 4)
   
27,000
     
26,000
 
Investment advisory fees (Note 4)
   
26,255
     
23,666
 
Compliance fees (Note 4)
   
12,000
     
12,000
 
Transfer agent fees (Note 4)
   
12,000
     
12,000
 
Custody and bank service fees
   
11,964
     
11,964
 
Trustees' fees and expenses (Note 4)
   
9,997
     
9,997
 
Pricing costs
   
4,661
     
4,514
 
Insurance expense
   
3,024
     
3,024
 
Printing of shareholder reports
   
2,577
     
2,577
 
Registration and filing fees
   
2,617
     
2,419
 
Postage and supplies
   
2,235
     
1,831
 
Other expenses
   
6,163
     
7,490
 
Total expenses
   
184,081
     
180,042
 
Less fee reductions and expense reimbursements by the Adviser (Note 4)
   
(151,500
)
   
(150,695
)
Net expenses
   
32,581
     
29,347
 
                 
NET INVESTMENT INCOME (LOSS)
   
1,201
     
(12,454
)
                 
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
               
Net realized gains from investment transactions
   
372,341
     
262,862
 
Net change in unrealized appreciation (depreciation) on investments
   
(163,060
)
   
110,903
 
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS
   
209,281
     
373,765
 
                 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
 
$
210,482
   
$
361,311
 
 
See accompanying notes to financial statements.
 
44
 

ALAMBIC FUNDS
STATEMENTS OF OPERATIONS
For the Period ended August 31, 2017
(a) (Continued)
 
       
 
Alambic Mid
Cap Value Plus Fund
   
Alambic Mid
Cap Growth Plus Fund
 
INVESTMENT INCOME
           
Dividend income
 
$
10,946
   
$
6,399
 
                 
EXPENSES
               
Fund accounting fees (Note 4)
   
16,052
     
16,056
 
Administration fees (Note 4)
   
16,000
     
16,000
 
Professional fees
   
13,320
     
13,319
 
Trustees' fees and expenses (Note 4)
   
8,888
     
8,888
 
Compliance fees (Note 4)
   
8,000
     
8,000
 
Transfer agent fees (Note 4)
   
8,000
     
8,000
 
Custody and bank service fees
   
7,561
     
7,561
 
Investment advisory fees (Note 4)
   
3,699
     
3,903
 
Pricing costs
   
1,856
     
2,026
 
Registration and filing fees
   
1,525
     
1,525
 
Postage and supplies
   
1,140
     
1,140
 
Printing of shareholder reports
   
1,120
     
1,150
 
Insurance expense
   
417
     
417
 
Other expenses
   
2,906
     
2,905
 
Total expenses
   
90,484
     
90,890
 
Less fee reductions and expense reimbursements by the Adviser (Note 4)
   
(85,992
)
   
(86,151
)
Net expenses
   
4,492
     
4,739
 
                 
NET INVESTMENT INCOME
   
6,454
     
1,660
 
                 
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
               
Net realized gains (losses) from investment transactions
   
(11,093
)
   
39
 
Net change in unrealized appreciation (depreciation) on investments
   
32,930
     
68,839
 
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS
   
21,837
     
68,878
 
                 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
 
$
28,291
   
$
70,538
 
 
(a)
Represents the period from the commencement of operations (December 29, 2016) through August 31, 2017.
See accompanying notes to financial statements.
 
 
45
 

ALAMBIC SMALL CAP VALUE PLUS FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
       
 
Year
Ended
August 31,
2017
   
Period
Ended
August 31,
2016
(a)
 
FROM OPERATIONS
           
Net investment income
 
$
1,201
   
$
11,157
 
Net realized gains (losses) from investment transactions
   
372,341
     
(58,693
)
Net change in unrealized appreciation (depreciation) on investments
   
(163,060
)
   
399,237
 
Net increase in net assets resulting from operations
   
210,482
     
351,701
 
                 
DISTRIBUTIONS TO SHAREHOLDERS
               
From net investment income
   
(9,727
)
   
(5,507
)
                 
CAPITAL SHARE TRANSACTIONS
               
Proceeds from shares sold
   
1,132,000
     
2,215,345
 
Net asset value of shares issued in reinvestment of distributions to shareholders
   
9,727
     
5,507
 
Payments for shares redeemed
   
(1,162,825
)
   
 
Net increase (decrease) from capital share transactions
   
(21,098
)
   
2,220,852
 
                 
TOTAL INCREASE IN NET ASSETS
   
179,657
     
2,567,046
 
                 
NET ASSETS
               
Beginning of period
   
2,567,046
     
 
End of period
 
$
2,746,703
   
$
2,567,046
 
                 
ACCUMULATED (DISTRIBUTIONS IN EXCESS OF) NET INVESTMENT INCOME
 
$
(2,876
)
 
$
5,650
 
                 
CAPITAL SHARE ACTIVITY
               
Shares sold
   
87,279
     
220,726
 
Shares issued in reinvestment of distributions to shareholders
   
742
     
542
 
Shares redeemed
   
(89,645
)
   
 
Net increase (decrease) in shares outstanding
   
(1,624
)
   
221,268
 
Shares outstanding at beginning of period
   
221,268
     
 
Shares outstanding at end of period
   
219,644
     
221,268
 
 
(a)
Represents the period from the commencement of operations (September 1, 2015) through August 31, 2016.
See accompanying notes to financial statements.
 
46

ALAMBIC SMALL CAP GROWTH PLUS FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
          
 
Year
Ended
August 31,
2017
   
Period
Ended
August 31,
2016
(a)
 
FROM OPERATIONS
           
Net investment loss
 
$
(12,454
)
 
$
(1,761
)
Net realized gains (losses) from investment transactions
   
262,862
     
(19,294
)
Net change in unrealized appreciation (depreciation) on investments
   
110,903
     
277,149
 
Net increase in net assets resulting from operations
   
361,311
     
256,094
 
                 
CAPITAL SHARE TRANSACTIONS
               
Proceeds from shares sold
   
788,000
     
1,989,605
 
Payments for shares redeemed
   
(776,180
)
   
 
Net increase from capital share transactions
   
11,820
     
1,989,605
 
                 
TOTAL INCREASE IN NET ASSETS
   
373,131
     
2,245,699
 
                 
NET ASSETS
               
Beginning of period
   
2,245,699
     
 
End of period
 
$
2,618,830
   
$
2,245,699
 
                 
ACCUMULATED NET INVESTMENT LOSS
 
$
(10,299
)
 
$
(1,697
)
                 
CAPITAL SHARE ACTIVITY
               
Shares sold
   
63,894
     
201,597
 
Shares redeemed
   
(62,921
)
   
 
Net increase in shares outstanding
   
973
     
201,597
 
Shares outstanding at beginning of period
   
201,597
     
 
Shares outstanding at end of period
   
202,570
     
201,597
 
 
(a)
Represents the period from the commencement of operations (December 29, 2015) through August 31, 2016.
See accompanying notes to financial statements.
 
47

ALAMBIC MID CAP VALUE PLUS FUND
STATEMENT OF CHANGES IN NET ASSETS
 
       
 
Period
Ended
August 31,
2017
(a)
 
FROM OPERATIONS
     
Net investment income
 
$
6,454
 
Net realized losses from investment transactions
   
(11,093
)
Net change in unrealized appreciation (depreciation) on investments
   
32,930
 
Net increase in net assets resulting from operations
   
28,291
 
         
CAPITAL SHARE TRANSACTIONS
       
Proceeds from shares sold
   
958,596
 
         
TOTAL INCREASE IN NET ASSETS
   
986,887
 
         
NET ASSETS
       
Beginning of period
   
 
End of period
 
$
986,887
 
         
ACCUMULATED NET INVESTMENT INCOME
 
$
6,454
 
         
CAPITAL SHARE ACTIVITY
       
Shares sold
   
93,932
 
Shares outstanding at beginning of period
   
 
Shares outstanding at end of period
   
93,932
 
 
(a)
Represents the period from the commencement of operations (December 29, 2016) through August 31, 2017.
See accompanying notes to financial statements.
 
48

ALAMBIC MID CAP GROWTH PLUS FUND
STATEMENT OF CHANGES IN NET ASSETS
 
        
 
Period
Ended
August 31,
2017
(a)
 
FROM OPERATIONS
     
Net investment income
 
$
1,660
 
Net realized gains from investment transactions
   
39
 
Net change in unrealized appreciation (depreciation) on investments
   
68,839
 
Net increase in net assets resulting from operations
   
70,538
 
         
CAPITAL SHARE TRANSACTIONS
       
Proceeds from shares sold
   
959,635
 
         
TOTAL INCREASE IN NET ASSETS
   
1,030,173
 
         
NET ASSETS
       
Beginning of period
   
 
End of period
 
$
1,030,173
 
         
ACCUMULATED NET INVESTMENT INCOME
 
$
1,660
 
         
CAPITAL SHARE ACTIVITY
       
Shares sold
   
93,646
 
Shares outstanding at beginning of period
   
 
Shares outstanding at end of period
   
93,646
 
 
(a)
Represents the period from the commencement of operations (December 29, 2016) through August 31, 2017.
See accompanying notes to financial statements.
 
49

 
ALAMBIC SMALL CAP VALUE PLUS FUND
FINANCIAL HIGHLIGHTS
 
Per Share Data for a Share Outstanding Throughout Each Period
 
          
 
Year
Ended
August 31,
2017
   
Period
Ended
August 31, 2016
(a)
 
Net asset value at beginning of period
 
$
11.60
   
$
10.00
 
                 
Income from investment operations:
               
Net investment income
   
0.01
     
0.05
 
Net realized and unrealized gains on investments
   
0.94
     
1.58
 
Total from investment operations
   
0.95
     
1.63
 
                 
Less distributions:
               
Dividends from net investment income
   
(0.04
)
   
(0.03
)
                 
Net asset value at end of period
 
$
12.51
   
$
11.60
 
                 
Total return (b)
   
8.20
%
   
16.31
%(c)
                 
Net assets at end of period (000's)
 
$
2,747
   
$
2,567
 
                 
Ratios/supplementary data:
               
Ratio of total expenses to average net assets
   
6.65
%
   
7.24
%(d)
                 
Ratio of net expenses to average net assets (e)
   
1.18
%
   
1.20
%(d)
                 
Ratio of net investment income to average net assets (e)
   
0.04
%
   
0.53
%(d)
                 
Portfolio turnover rate
   
226
%
   
350
%(c)
 
(a)
Represents the period from the commencement of operations (September 1, 2015) through August 31, 2016.
(b)
Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Adviser had not reduced advisory fees and reimbursed expenses (Note 4).
(c)
Not annualized.
(d)
Annualized.
(e)
Ratio was determined after advisory fee reductions and expense reimbursements (Note 4).
See accompanying notes to financial statements.
 
50

 
ALAMBIC SMALL CAP GROWTH PLUS FUND
FINANCIAL HIGHLIGHTS
 
Per Share Data for a Share Outstanding Throughout Each Period
 
              
 
Year
Ended
August 31,
2017
   
Period
Ended
August 31, 2016
(a)
   
Net asset value at beginning of period
 
$
11.14
   
$
10.00
 
                 
Income (loss) from investment operations:
               
Net investment loss
   
(0.06
)
   
(0.01
)
Net realized and unrealized gains on investments
   
1.85
     
1.15
 
Total from investment operations
   
1.79
     
1.14
 
                 
Net asset value at end of period
 
$
12.93
   
$
11.14
 
                 
Total return (b)
   
16.07
%
   
11.40
%(c)
                 
Net assets at end of period (000's)
 
$
2,619
   
$
2,246
 
                 
Ratios/supplementary data:
               
Ratio of total expenses to average net assets
   
7.22
%
   
8.89
%(d)
                 
Ratio of net expenses to average net assets (e)
   
1.18
%
   
1.20
%(d)
                 
Ratio of net investment loss to average net assets (e)
   
(0.50
%)
   
(0.16
%)(d)
                 
Portfolio turnover rate
   
199
%
   
309
%(c)
 
(a)
Represents the period from the commencement of operations (December 29, 2015) through August 31, 2016.
(b)
Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Adviser had not reduced advisory fees and reimbursed expenses (Note 4).
(c)
Not annualized.
(d)
Annualized.
(e)
Ratio was determined after advisory fee reductions and expense reimbursements (Note 4).
See accompanying notes to financial statements.
 
51
 

 
ALAMBIC MID CAP VALUE PLUS FUND
FINANCIAL HIGHLIGHTS
 
Per Share Data for a Share Outstanding Throughout the Period
 
          
 
Period
Ended
August 31, 2017
(a)
 
Net asset value at beginning of period
 
$
10.00
 
         
Income from investment operations:
       
Net investment income
   
0.07
 
Net realized and unrealized gains on investments
   
0.44
 
Total from investment operations
   
0.51
 
         
Net asset value at end of period
 
$
10.51
 
         
Total return (b)
   
5.10
%(c)
         
Net assets at end of period (000's)
 
$
987
 
         
Ratios/supplementary data:
       
Ratio of total expenses to average net assets
   
17.03
%(d)
         
Ratio of net expenses to average net assets (e)
   
0.85
%(d)
         
Ratio of net investment income to average net assets (e)
   
1.22
%(d)
         
Portfolio turnover rate
   
239
%(c)
 
(a)
Represents the period from the commencement of operations (December 29, 2016) through August 31, 2017.
(b)
Total return is a measure of the change in value of an investment in the Fund over the period covered. The return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total return would be lower if the Adviser had not reduced advisory fees and reimbursed expenses (Note 4).
(c)
Not annualized.
(d)
Annualized.
(e)
Ratio was determined after advisory fee reductions and expense reimbursements (Note 4).
See accompanying notes to financial statements.
 
52

 
ALAMBIC MID CAP GROWTH PLUS FUND
FINANCIAL HIGHLIGHTS
 
Per Share Data for a Share Outstanding Throughout the Period
 
              
 
Period
Ended
August 31, 2017
(a)
 
Net asset value at beginning of period
 
$
10.00
 
         
Income from investment operations:
       
Net investment income
   
0.02
 
Net realized and unrealized gains on investments
   
0.98
 
Total from investment operations
   
1.00
 
         
Net asset value at end of period
 
$
11.00
 
         
Total return (b)
   
10.00
%(c)
         
Net assets at end of period (000's)
 
$
1,030
 
         
Ratios/supplementary data:
       
Ratio of total expenses to average net assets
   
16.22
%(d)
         
Ratio of net expenses to average net assets (e)
   
0.85
%(d)
         
Ratio of net investment income to average net assets (e)
   
0.30
%(d)
         
Portfolio turnover rate
   
217
%(c)
 
(a)
Represents the period from the commencement of operations (December 29, 2016) through August 31, 2017.
(b)
Total return is a measure of the change in value of an investment in the Fund over the period covered. The return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total return would be lower if the Adviser had not reduced advisory fees and reimbursed expenses (Note 4).
(c)
Not annualized.
(d)
Annualized.
(e)
Ratio was determined after advisory fee reductions and expense reimbursements (Note 4).
See accompanying notes to financial statements.
 
53

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS
August 31, 2017

 
1. Organization
 
Alambic Small Cap Value Plus Fund, Alambic Small Cap Growth Plus Fund, Alambic Mid Cap Value Plus Fund and Alambic Mid Cap Growth Plus 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. Alambic Small Cap Value Plus Fund commenced operations on September 1, 2015. Alambic Small Cap Growth Plus Fund commenced operations on December 29, 2015. Alambic Mid Cap Value Plus Fund and Alambic Mid Cap Growth Plus Fund each commenced operations on December 29, 2016.
 
The investment objective of each Fund is to seek long-term capital appreciation.
 
2. Significant Accounting Policies
 
In October 2016, the U.S. Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments. The Funds have adopted these amendments, which were effective August 1, 2017, with these financial statements.
 
The following is a summary of the Funds’ significant accounting policies used in the preparation of their financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Funds follow accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”
 
Securities valuation – Each Fund values its portfolio securities at market value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open for business. The Funds value their listed securities, including common stocks, on the basis of the security’s last sale price on the security’s primary exchange, if available, otherwise at the exchange’s most recently quoted mean price. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. The Funds value securities traded in the over-the-counter market at the last sale price, if available, otherwise at the most recently quoted mean price. When using a quoted price and when the market for the security is considered active, the security will be classified as Level 1 within the fair value hierarchy. In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Funds value their securities and other assets at fair value pursuant to procedures established by and under the direction of the Board of Trustees (the “Board”) of the Trust. 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.
 
54

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
 
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 as of August 31, 2017:
 
Alambic Small Cap Value Plus Fund
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
 
$
2,591,417
   
$
   
$
   
$
2,591,417
 
Rights
   
     
     
0
*
   
0
 
Total
 
$
2,591,417
   
$
   
$
0
*
 
$
2,591,417
 

 
Alambic Small Cap Growth Plus Fund
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
 
$
2,489,531
   
$
   
$
   
$
2,489,531
 

 
Alambic Mid Cap Value Plus Fund
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
 
$
936,507
   
$
   
$
   
$
936,507
 
Rights
   
     
     
0
*
   
0
 
Total
 
$
936,507
   
$
   
$
0
*
 
$
936,507
 

 
Alambic Mid Cap Growth Plus Fund
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
 
$
1,006,883
   
$
   
$
   
$
1,006,883
 

 
*
Alambic Small Cap Value Plus Fund and Alambic Mid Cap Value Plus Fund hold Rights which have been fair valued at $0.
 
Refer to the Funds’ Schedules of Investments for a listing of the common stocks by industry type. As of August 31, 2017, the Funds did not have any transfers between Levels. It is the Funds’ policy to recognize transfers between Levels at the end of the reporting period. There were no Level 3 securities held by Alambic Small Cap Growth Plus Fund and Alambic Mid Cap Growth Plus Fund as of August 31, 2017.
 
55

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
 
The following is a reconciliation of Level 3 securities of Alambic Small Cap Value Plus Fund and Alambic Mid Cap Value Plus Fund for which significant unobservable inputs were used to determine fair value between August 31, 2016 and August 31, 2017.
 
       
 
Alambic Small Cap Value Plus Fund
   
Alambic Mid
Cap Value Plus Fund
(a)
 
Balance as of August 31, 2016
 
$
   
$
 
Receipt of Rights from corporate actions
   
0
*
   
0
*
Balance as of August 31, 2017
 
$
0
*
 
$
0
*

 
(a)
Represents the period from the commencement of operations (December 29, 2016) through August 31, 2017.
*
Alambic Small Cap Value Plus Fund and Alambic Mid Cap Value Plus Fund hold Rights which have been fair valued at $0.
 
The total amount of unrealized appreciation on Level 3 securities was $0 for both Alambic Small Cap Value Plus Fund and Alambic Mid Cap Value Plus Fund as of August 31, 2017.
 
The following table summarizes the valuation techniques used and unobservable inputs developed by the Board to determine the fair value of the Level 3 investments:
 
Alambic Small Cap Value Plus Fund
 
Fair Value at
08/31/2017
Valuation
Technique
Unobservable
Input
Range
Impact to Valuation from an
Increase in Input**
Rights
$ 0*
Deemed Worthless
Discount Percentage
100%
Decrease
 
Alambic Mid Cap Value Plus Fund
 
Fair Value at
08/31/2017
Valuation
Technique
Unobservable
Input
Range
Impact to Valuation from an
Increase in Input**
Rights
$ 0*
Deemed Worthless
Discount Percentage
100%
Decrease
 
*
Alambic Small Cap Value Plus Fund and Alambic Mid Cap Value Plus Fund hold Rights which have been fair valued at $0.
**
This column represents the directional change in fair value of the Level 3 investments that would result in an increase from the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant increases and decreases in these inputs in isolation could result in significantly higher or lower fair value measurements.
 
56

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
 
Cash account – Each Fund’s cash is held in a bank account with balances which may exceed the amount covered by federal deposit insurance. As of August 31, 2017, the cash balances reflected on the Statements of Assets and Liabilities for each Fund represent the amount held in a deposit sweep account.
 
Share valuation – The 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 – Dividend income is recorded on the ex-dividend date. Interest income, if any, is accrued as earned. Withholding taxes on foreign dividends have been recorded for in accordance with the Funds’ understanding of the applicable country’s tax rules and rates.
 
Investment transactions – Investment transactions are accounted for on the trade date. Realized gains and losses on securities sold are determined on a specific identification basis.
 
Common expenses – Common expenses of the Trust are allocated among the Funds and the other series of the Trust based on the relative net assets of each series or the nature of the services performed and the relative applicability to each series.
 
Distributions to shareholders – The Funds distribute to shareholders any net investment income dividends and net realized capital gains distributions at least once each year. The amount of such dividends and distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. The tax character of distributions paid by Alambic Small Cap Value Plus Fund to shareholders during the periods ended August 31, 2017 and 2016 was ordinary income. There were no distributions paid by Alambic Small Cap Growth Plus Fund, Alambic Mid Cap Value Plus Fund or Alambic Mid Cap Growth Plus Fund during the periods ended August 31, 2017 and 2016.
 
Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of 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 12 months ended October 31) plus undistributed amounts from prior years.
 
57

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
 
The following information is computed on a tax basis for each item as of August 31, 2017:
 
           
 
Alambic Small Cap Value Plus Fund
   
Alambic Small Cap Growth Plus Fund
   
Alambic
Mid Cap Value Plus Fund
   
Alambic
Mid Cap Growth Plus Fund
 
Tax cost of portfolio investments
 
$
2,356,587
   
$
2,104,196
   
$
903,701
   
$
938,299
 
Gross unrealized appreciation
 
$
298,999
   
$
442,719
   
$
49,401
   
$
82,017
 
Gross unrealized depreciation
   
(64,169
)
   
(57,384
)
   
(16,595
)
   
(13,433
)
Net unrealized appreciation
   
234,830
     
385,335
     
32,806
     
68,584
 
Undistributed ordinary income
   
     
     
6,454
     
1,954
 
Undistributed long-term capital gains
   
314,995
     
246,285
     
     
 
Accumulated capital and other losses
   
(2,876
)
   
(10,299
)
   
(10,969
)
   
 
Accumulated earnings
 
$
546,949
   
$
621,321
   
$
28,291
   
$
70,538
 

 
The difference between the federal income tax cost of portfolio investments and the financial statement cost of 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 due primarily to the tax deferral of losses on wash sales.
 
During the year ended August 31, 2017, Alambic Small Cap Value Plus Fund utilized short-term capital loss carryforwards in the amount of $6,420 to offset current year net realized capital gains.
 
As of August 31, 2017, Alambic Mid Cap Value Plus Fund has short-term capital loss carryforwards of $10,969. These capital loss carryforwards, which do not expire, may be utilized in future years to offset net realized capital gains, if any, prior to distributing such gains to shareholders.
 
Qualified late year ordinary losses incurred after December 31, 2016 and within the taxable year are deemed to arise on the first day of a Fund’s next taxable year. For the year ended August 31, 2017, Alambic Small Cap Value Plus Fund and Alambic Small Cap Growth Plus Fund deferred until September 1, 2017 late year ordinary losses of $2,876 and $10,299, respectively.
 
For the period ended August 31, 2017, the following reclassification was made on the Statement of Assets and Liabilities for Alambic Small Cap Growth Plus Fund as a result of permanent differences in the recognition of capital gains or losses under income tax regulations and GAAP:
 
Paid-in capital
 
$
(3,852
)
Accumulated net investment income
 
$
3,852
 
 
58

 
ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
 
Such reclassification, the result of permanent differences between financial statement and income tax reporting requirements, had no effect on Alambic Small Cap Growth Plus 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” of being sustained assuming examination by tax authorities. Management has reviewed each Fund’s tax positions for all open tax periods (periods ended August 31, 2017 and August 31, 2016, if applicable) 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 period ended August 31, 2017, cost of purchases and proceeds from sales of investment securities, other than short-term investments were as follows:
 
        
 
Alambic Small Cap Value Plus Fund
   
Alambic Small Cap Growth Plus Fund
   
Alambic
Mid Cap Value Plus Fund
   
Alambic
Mid Cap Growth Plus Fund
 
Purchases of investment securities
 
$
5,938,722
   
$
4,753,179
   
$
2,548,525
   
$
2,501,778
 
Proceeds from sales of investment securities
 
$
6,032,602
   
$
4,811,998
   
$
1,633,855
   
$
1,563,774
 

 
4. Transactions with Related Parties
 
INVESTMENT ADVISORY AGREEMENT
Each Fund’s investments are managed by Alambic Investment Management, L.P. (the “Adviser”) pursuant to the terms of an Investment Advisory Agreement. Under the Investment Advisory Agreement, each Fund pays the Adviser an investment advisory fee, computed and accrued daily and paid monthly, at the annual rate of 0.95% of average daily net assets with respect to Alambic Small Cap Value Plus Fund and Alambic Small Cap Growth Plus Fund and at the annual rate of 0.70% of average daily net assets with respect to Alambic Mid Cap Value Plus Fund and Alambic Mid Cap Growth Plus Fund.
 
Effective August 1, 2017, pursuant to an Expense Limitation Agreement (the “ELA”) between each Fund and the Adviser, the Adviser has contractually agreed, until August 31, 2018, to reduce investment advisory fees and reimburse other expenses to the extent necessary to limit total annual operating expenses (exclusive of brokerage costs; taxes; interest; acquired fund fees and expenses; extraordinary expenses such as litigation and merger or reorganization cost; and other expenses not incurred in the ordinary course of the Fund’s business; and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”)) to 0.95% of average daily net assets with respect to Alambic Small Cap Value Plus Fund and Alambic Small Cap Growth Plus Fund and to 0.85% of average daily net assets with respect to Alambic Mid Cap Value Plus Fund and Alambic Mid Cap Growth
 
59
 

 
ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
 
Plus Fund. Prior to August 1, 2017, the Adviser agreed to reduce investment advisory fees and reimburse other expenses to the extent necessary to limit total annual operating expenses to 1.20% of average daily net assets with respect to Alambic Small Cap Value Plus Fund and Alambic Small Cap Growth Plus Fund. Accordingly, during the period ended August 31, 2017, the Adviser did not collect any of its investment advisory fees and reimbursed other operating expenses totaling $125,245, $127,029, $82,293 and $82,248 with respect to Alambic Small Cap Value Plus Fund, Alambic Small Cap Growth Plus Fund, Alambic Mid Cap Value Plus Fund and Alambic Mid Cap Growth Plus Fund, respectively.
 
Under the terms of the ELA, investment advisory fee reductions and expense reimbursements by the Adviser are subject to repayment by each Fund for a period of three years after such fees and expenses were incurred, provided the repayments do not cause total annual fund operating expenses to exceed the lesser of (i) the expense limitation then in effect, if any, and (ii) the expense limitations in effect at the time the expenses to be repaid were incurred. As of August 31, 2017, the Adviser may seek repayment of investment advisory fee reductions and expense reimbursements totaling $277,906, $233,597, $85,992, and $86,151 with respect to Alambic Small Cap Value Plus Fund, Alambic Small Cap Growth Plus Fund, Alambic Mid Cap Value Plus Fund and Alambic Mid Cap Growth Plus Fund, respectively, no later than the dates as stated below:
 
              
 
Alambic Small Cap Value Plus Fund
   
Alambic Small Cap Growth Plus Fund
   
Alambic
Mid Cap Value Plus Fund
   
Alambic
Mid Cap Growth Plus Fund
 
August 31, 2019
 
$
126,406
   
$
82,902
   
$
   
$
 
August 31, 2020
   
151,500
     
150,695
     
85,992
     
86,151
 
   
$
277,906
   
$
233,597
   
$
85,992
   
$
86,151
 

 
The Adviser has paid all expenses incurred related to the organization, offering and initial registrations of the Funds. Such expenses are not subject to recoupment by the Adviser.
 
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) 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.
 
60

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
 
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 Chairperson 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 August 31, 2017, the following shareholders owned of record 5% or more of the outstanding shares of each Fund:
 
Name of Record Owner
% Ownership
Alambic Small Cap Value Plus Fund
 
Charles Schwab & Co. (for the benefit of its customers)
54%
Kawishiwi Partners Trust
28%
Lauren Richards
6%
William Richards
6%
Jonathan Richards
6%
Alambic Small Cap Growth Plus Fund
 
Charles Schwab & Co. (for the benefit of its customers)
44%
Kawishiwi Partners Trust
32%
Lauren Richards
8%
William Richards
8%
Jonathan Richards
8%
Alambic Mid Cap Value Plus Fund
 
Robert T. Slaymaker
49%
Kawishiwi Partners Trust
31%
Lauren Richards
5%
William Richards
5%
Jonathan Richards
5%
Charles Schwab & Co. (for the benefit of its customers)
5%
Alambic Mid Cap Growth Plus Fund
 
Robert T. Slaymaker
54%
Kawishiwi Partners Trust
31%
Lauren Richards
5%
William Richards
5%
Jonathan Richards
5%
 
61

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
 
A beneficial owner of 25% or more of a Fund’s outstanding shares may be considered a controlling person. That shareholder’s vote could have a more significant effect on matters presented at a shareholder’s meeting.
 
5. Sector Risk
 
If a Fund has significant investments in the securities of issuers within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss in the Fund and increase the volatility of the Fund’s NAV per share. For instance, economic or market factors, regulatory changes or other developments may negatively impact all companies in a particular sector, and therefore the value of the Fund’s portfolio will be adversely affected. As of August 31, 2017, Alambic Small Cap Growth Plus Fund and Alambic Mid Cap Growth Plus Fund had 25.6% and 28.1%, respectively, of the value of their net assets invested in stocks within the Information Technology sector.
 
6. Contingencies and Commitments
 
The Funds indemnify the Trust’s officers and Trustees for certain liabilities that might arise from their performance of their duties to the Funds. Additionally, in the normal course of business the Funds enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.
 
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.
 
62

ALAMBIC FUNDS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Shareholders of Alambic Small Cap Value Plus Fund, Alambic Small Cap Growth Plus Fund, Alambic Mid Cap Value Plus Fund, and Alambic Mid Cap Growth Plus Fund and
Board of Trustees of Ultimus Managers Trust
 
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Alambic Small Cap Value Plus Fund, Alambic Small Cap Growth Plus Fund, Alambic Mid Cap Value Plus Fund, and Alambic Mid Cap Growth Plus Fund (the “Funds”), each a series of Ultimus Managers Trust, as of August 31, 2017, and the related statements of operations for the year then ended, the statements of changes in net assets and financial highlights for each of the two periods in the period than ended for the Alambic Small Cap Value Plus Fund and Alambic Small Cap Growth Plus Fund and the related statements of operations and changes in net assets and financial highlights for the period December 29, 2016 (commencement of operations) through August 31, 2017 for the Alambic Mid Cap Value Plus Fund and Alambic Mid Cap Growth Plus Fund. 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 audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2017, by correspondence with the custodian and broker. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Alambic Small Cap Value Plus Fund, Alambic Small Cap Growth Plus Fund, Alambic Mid Cap Value Plus Fund, and Alambic Mid Cap Growth Plus Fund as of August 31, 2017, the results of their operations, the changes in their net assets, and the financial highlights for the period indicated above, in conformity with accounting principles generally accepted in the United States of America.
 
COHEN & COMPANY, LTD.
Cleveland, Ohio
October 25, 2017
 
63

ALAMBIC 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 (March 1, 2017) and held until the end of the period (August 31, 2017).
 
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 applicable 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 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. The hypothetical returns example does not reflect actual trading in any Fund, but is used for illustrative purposes only.
 
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.
 
More information about the Funds’ expenses can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to each Fund’s prospectus.
 
64

ALAMBIC FUNDS
ABOUT YOUR FUNDS’ EXPENSES (Unaudited) (Continued)
 
Beginning
Account Value
March 1,
2017
Ending
Account Value
August 31,
2017
Net
Expense
Ratio
(a)
Expenses
Paid During
Period
(b)
Alambic Small Cap Value Plus Fund
   
Based on Actual Fund Return
$1,000.00
$ 971.30
1.16%
$5.76
Based on Hypothetical 5% Return (before expenses)
$1,000.00
$ 1,019.36
1.16%
$5.90
         
Alambic Small Cap Growth Plus Fund
   
Based on Actual Fund Return
$1,000.00
$ 1,031.10
1.16%
$5.94
Based on Hypothetical 5% Return (before expenses)
$1,000.00
$ 1,019.36
1.16%
$5.90
         
Alambic Mid Cap Value Plus Fund
   
Based on Actual Fund Return
$1,000.00
$1,006.70
0.85%
$4.30
Based on Hypothetical 5% Return (before expenses)
$1,000.00
$1,020.92
0.85%
$4.33
         
Alambic Mid Cap Growth Plus Fund
   
Based on Actual Fund Return
$1,000.00
$1,042.70
0.85%
$4.38
Based on Hypothetical 5% Return (before expenses)
$1,000.00
$1,020.92
0.85%
$4.33
 
(a)
Annualized, based on the Fund's expenses for the previous six month period.
(b)
Expenses are equal to the Funds' annualized net expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).
 
65

ALAMBIC 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 1-888-890-8988, or on the SEC 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 1-888-890-8988, 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 1-888-890-8988. 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.
 
OTHER FEDERAL TAX INFORMATION (Unaudited)

 
Qualified Dividend Income – Alambic Small Cap Value Plus Fund designates 100%, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue code, as qualified dividend income eligible for the reduced tax rate of 15%.
 
Dividends Received Deduction – Corporate shareholders are generally entitled to take the dividends received deduction on the portion of a Fund’s dividend distribution that qualifies under tax law. For Alambic Small Cap Value Plus Fund’s fiscal year 2017 ordinary income dividends, 100% qualifies for the corporate dividends received deduction.
 
66

ALAMBIC FUNDS
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (Unaudited)
 
The Board of Trustees 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 Funds to actively supervise their day-to-day operations. The officers have been elected for an annual term. Unless otherwise noted, each Trustee’s and officer’s address is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. The following are the Trustees and executive officers of the Funds:
 
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)
Chief Executive Officer and Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC (1999 to present)
27
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.
27
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
27
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
27
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.
 
67

ALAMBIC FUNDS
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (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
Principal Executive Officer
(April 2017 to present)

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, FSI LBAR Fund (2013 to 2016), The Huntington Funds (2005 to 2013), 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-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)
Frank L. Newbauer
Year of Birth: 1954
Since
February
2012
Secretary
(July 2017 to present)

Assistant Secretary
(April 2015 to
July 2017)

Secretary
(February 2012 to April 2015)
Assistant Vice President of Ultimus Fund Solutions, LLC (2010 to present)
Charles C. Black
Year of Birth: 1979
Since
April
2015
Chief Compliance Officer
(January 2016 to present)

Assistant Chief Compliance Officer
(April 2015 to January 2016)
Senior Compliance Officer of Ultimus Fund Solutions, LLC (2015 to present); Chief Compliance Officer of The Caldwell & Orkin Funds, Inc. (2016 to present); Senior Compliance Manager at Touchstone Mutual Funds (2013 to 2015); Senior Compliance Manager at Fund Evaluation Group (2011 to 2013)
 
 
68

ALAMBIC FUNDS
DISCLOSURE REGARDING APPROVAL OF
INVESTMENT ADVISORY AGREEMENTS (Unaudited)
 
The Board of Trustees (the “Board”), including the Independent Trustees voting separately, has reviewed and approved the Funds’ Investment Advisory Agreement with the Alambic Investment Management, L.P. (the “Adviser”) for an additional annual term. Approval took place at an in-person meeting held on July 24-25, 2017, 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 counsel.
 
In considering the Investment Advisory Agreement and reaching their conclusions with respect thereto, the Board reviewed and analyzed various factors that they determined were relevant, including the factors described below.
 
The nature, extent, and quality of the services to be 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 Funds and assist in their distribution; and its compliance program. After reviewing the foregoing information and further information regarding the Adviser’s business, the Board concluded that the quality, extent, and nature of the services provided by the Adviser were satisfactory and adequate for the Funds.
 
The investment performance of the Funds. In this regard, the Board compared the performance of each Fund with the performance of its benchmark 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 Alambic Small Cap Value Fund out-performed its peer group and its Morningstar category (Small Cap Value Category Under $50 Million, True No-Load) for a one-year period, and under-performed its benchmark, the Russell 2000 Value Index, since inception, September 1, 2015;
 
the Alambic Small Cap Growth Fund out-performed its peer group and its Morningstar category (Small Cap Blend Category Under $50 Million, True No-Load) for a one-year period, and out-performed its benchmark, the Russell 2000 Growth Index, since inception, December 29, 2015;
 
the Alambic Mid Cap Value Fund, which commenced operations on December 29, 2016, out-performed its benchmark, the Russell Mid-Cap Growth Index since inception; and
 
the Alambic Mid Cap Growth Fund, which commenced operations on December 29, 2016,under-performed its benchmark, the Russell Mid-Cap Value Index since inception.
 
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.
 
69

ALAMBIC FUNDS
DISCLOSURE REGARDING APPROVAL OF
INVESTMENT ADVISORY AGREEMENTS (Unaudited) (Continued)
 
The costs of the services provided and profits to be realized by the Adviser and its affiliates from the 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 considered the Adviser’s Expense Limitation Agreement (the “ELA”) with the Funds, and considered the Adviser’s current and past fee reductions and expense reimbursements for each Fund. The Board further took into account the Adviser’s willingness to continue the ELA for the Funds until at least August 31, 2018.
 
The Board also considered potential benefits for Alambic in managing the Funds, including promotion of the Adviser’s name. The Board compared each Fund’s advisory fee and overall expense ratio to the average and median advisory fees and expense ratios for its peer group and Morningstar categories and fees charged to the Adviser’s other client accounts. In considering the comparison in fees and expense ratios between the Funds and other comparable funds, the Board looked at the differences in types of funds being compared, the style of investment management, the size of the Funds, and the nature of the investment strategies. The Board noted that:
 
the Alambic Small Cap Value Fund’s advisory fee was lower than the average and median advisory fee for the Fund’s peer group and slightly higher than the average and equal to the median for the Fund’s Morningstar category (Small Cap Value Category Under $50 Million, True No-Load);
 
the Alambic Small Cap Growth Fund’s advisory fee was higher than the average and median advisory fee for the Fund’s peer group and the fund’s Morningstar category (Small Cap Blend Category Under $50 Million, True No-Load), but equal to the fortieth percentile for the Fund’s Morningstar category;
 
the Alambic Mid Cap Value Fund’s advisory fee was higher than the average and median advisory fee for the Fund’s peer group and lower than the average and median advisory fee for the Fund’s Morningstar category (Mid Cap Value Category Under $50 Million, True No-Load); and
 
the Alambic Mid Cap Growth Fund’s advisory fee was slightly higher than the average and lower than the median advisory fee for the Fund’s peer group and lower than the average and median advisory fee for the Fund’s Morningstar category (Mid Cap Growth Category Under $50 Million, True No-Load).
 
70

ALAMBIC FUNDS
DISCLOSURE REGARDING APPROVAL OF
INVESTMENT ADVISORY AGREEMENTS (Unaudited) (Continued)
 
The Board also considered the Adviser’s commitment to limit each Fund’s expenses under the ELA. The Board further noted that for the overall expense ratio:
 
the Alambic Small Cap Value Fund’s overall expense ratio was lower than the average and median expense ratio for the Fund’s peer group and the Fund’s Morningstar category;
 
the Alambic Small Cap Growth Fund’s overall expense ratio was lower than the average and median expense ratio for the Fund’s peer group and the Fund’s Morningstar category;
 
the Alambic Mid Cap Value Fund’s overall expense ratio was higher than the average and median expense ratio for the Fund’s peer group and lower than the average and median expense ratio for the Fund’s Morningstar category; and
 
the Alambic Mid Cap Growth Fund’s was slightly lower than the average and equal to the median expense ratio for the Fund’s peer group and lower than the average and median expense ratio for the Fund’s 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 and the Adviser’s commitment to limit the expenses of each Fund under the ELA. 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 will continue to experience benefits from the ELA until each 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 as it relates to seeking best execution for its clients, including the Funds. The Board also considered the anticipated portfolio turnover rate 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.
 
71

ALAMBIC FUNDS
DISCLOSURE REGARDING APPROVAL OF
INVESTMENT ADVISORY AGREEMENTS (Unaudited) (Continued)
 
Possible conflicts of interest. In evaluating the possibility for conflicts of interest, the Board considered such matters as the Adviser’s process for allocating trades among its different clients, including the Adviser’s private fund and the Funds. The Board also considered the substance and administration of the Adviser’s Code of Ethics. Following further consideration and discussion, the Board determined 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 of the Funds and their respective shareholders.
 
72

 
 
 
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BLUE CURRENT GLOBAL DIVIDEND FUND
 
INSTITUTIONAL CLASS (BCGDX)
 
Annual Report
 
August 31, 2017

BLUE CURRENT GLOBAL DIVIDEND FUND
LETTER TO SHAREHOLDERS
August 31, 2017
 
Dear Shareholders:
 
The Blue Current Global Dividend Fund’s (the “fund”) returned 13.57% over the last twelve months ended August 31, 2017. The fund’s benchmark, the MSCI World High Dividend Yield Index, was up 11.74% over the same period. The MSCI World High Dividend Yield Index most accurately reflects the fund’s investment objective to invest in high-quality, dividend paying stocks globally. Much of the fund’s return has come in 2017 where the fund has returned 12.37% year to date, outperforming its benchmark by 1.07%. Since inception, the fund is up 18.0% and meaningfully outperforming its benchmark by 5.24%. It is important to remind you that we are not managing the fund to track or beat an index. We do not select securities to align with an index’s country or sector holdings. Rather we aim to construct a portfolio of high quality companies with attractive dividends that can grow.
 
 
Total Returns for period ended August 31, 2017
Fund Name
(Institutional Share Class)
QTD (since 5/31/17)
YTD (since 12/31/16)
Trailing 1 Year (since 8/31/16)
Since Inception (9/18/14)
Blue Current Global Dividend
1.24%
12.37%
13.57%
17.95%
BlackRock Global Dividend
0.27%
12.87%
10.47%
18.78%
Janus Henderson Global Dividend Income
2.87%
14.20%
14.44%
14.96%
MainStay Epoch Global Equity Yield
0.83%
10.97%
9.89%
11.73%
Tweedy, Browne Worldwide High Div Yield
1.16%
13.79%
15.51%
5.18%
Columbia Global Dividend Opportunity
0.82%
11.01%
10.95%
4.83%
MSCI World High Div Yield Index
1.62%
11.30%
11.74%
12.71%
Peer Group Average
1.19%
12.57%
12.25%
11.10%
 
Source: Bloomberg
 
Over the last several years we have gradually increased our exposure to non-US dividend payers from 40% to 50% of the portfolio. This allocation shift has benefited the portfolio significantly during 2017 as the dollar has weakened and developed equity markets outside the US are outperforming the US. Within the portfolio, the relative contributors from a sector standpoint over the last twelve months were led by financials, consumer discretionary, and health care. The relative detractors were more of an opportunity cost as cash, which averaged 3.3% over the last year, returned next to nothing and our energy exposure continued to struggle and produced a slightly positive return.
 
The top five contributors over the last twelve months were led by LVMH, Unilever, Allianz, Comcast, and Apple. The top five detractors were Qualcomm, Leggett & Platt, Imperial Brands, Nordstrom, and Dominion Midstream. It is worth noting that the latter three companies are all new positions in 2017 and we have been happy to build our positions in each on weakness.
 
1
 

For the year to date period, our investments in international dividend payers have made the greatest contribution to the portfolio’s return. Strong local performance has been aided by a weakening US dollar. Outside of energy, all of our sectors are performing positively and our greatest contributors are from consumer staples and health care, which also happen to be two of our three largest weightings.
 
Kimco Realty Corp is a new portfolio investment during the last quarter. As we all know, Amazon is disrupting pricing and store traffic across the brick and mortar shopping center industry. Broadly speaking, the retail REITs are down 40% from the recent highs last fall. The decline in price combined with the gradual improvement throughout the summer in the company’s quantitative score caught our attention. This initiated a deep dive into the sector, including numerous calls with management teams and professionals in the retail and real estate industry.
 
We started our analysis highly skeptical and finished highly attracted to the fundamental and valuation upside for Kimco. Since the financial crisis, Kimco has transformed itself into a concentrated portfolio of high quality, supermarket anchored, retail shopping centers located in 80% of the major market cities. Despite the headwinds in the retail industry, Kimco’s occupancy rate is 96% and rent per square foot continues to increase. Their exposure to Sports Authority represented 3% of their annual base rent and they have subsequently re-leased over 50% of this space at rents that are 5% higher. Their top ten largest tenants include arguably internet resistant business like TJX, Home Depot and Whole Foods. Speaking of Whole Foods, Amazon’s acquisition of the company further validated our thesis that suburban and urban retail shopping centers in major markets fulfill a need for the long-term – even the “dark star” disruptor sees the need for brick and mortar retail. In summary, we are pleased to own this REIT with high quality real estate and a sound balance sheet for 12x FFO and a 5.7% dividend yield that we believe will grow in mid-single digits.
 
BLUE CURRENT PHILOSOPHY & OBJECTIVES
 
It is important to remind investors of our philosophy and objectives. In the current environment, investors need to make every penny work for them. With yield in short supply and safe income streams providing little return, high quality companies with growing and sustainable cash flow from across the globe might be less risky than you think – and more fruitful. Over the long run, dividends matter, and dividend growth investors have outperformed.
 
The fund utilizes its investment expertise in growing cash flow through what we believe is a niche universe of high quality, dividend-paying companies with sustainable business models and dividend policies. The primary objectives are to pay a stable and increasing dividend each quarter and deliver attractive long term capital appreciation to investors.
 
The Blue Current investment team concentrates on a select portfolio of 25-50 companies across developed markets that meet our stringent qualities. We focus on companies that we believe have a strong history of rewarding shareholders and have the financial ability to continue to increase the dividend over time. We also focus on the future earnings potential of each company and strive to purchase those businesses when they are trading at a discount to their true value.
 
2

OUTLOOK SUMMARY
 
Global equity markets continue to grind higher despite the chaos in Washington and rising tensions with North Korea. Meanwhile, the equity and bond markets continue to be at odds with each other. The 10-year Treasury yield has collapsed this year to near historic low levels not seen since before the US election. Equity markets are pricing in strong economic and fundamental growth whereas the bond market is pricing in low growth and inflation.
 
In our opinion, equity valuations appear high but we believe the fundamentals support the valuations, particularly for the collective portfolio of our high quality companies. From 2010 to last summer, earnings growth for global equities were entirely driven by the US. Since last summer, the global economy is in sync as Europe, Japan, and the emerging markets are all experiencing growth.
 
We recently attended an investment conference in Paris where we listened to nearly two dozen European CEOs speak to the underlying fundamental strength of their respective businesses. We came away with greater confidence that our portfolio transition to greater international exposure will reward our investors over the next two to three years. We believe the current growth trend is sustainable and should continue until interest rates reach an inflection point that could hamper growth. Given where the bond market is and the slow actions of the central banks, it appears this cycle has more legs to it.
 
Sincerely,
 
Henry “Harry” M. T. Jones
Co-Portfolio Manager
Blue Current Global Dividend Fund
Dennis Sabo, CFA
Co-Portfolio Manager
Blue Current Global Dividend Fund
 
Disclosure and Risk Summary
 
The Letter to Shareholders seeks to describe some of the current opinions and views of the financial markets of Edge Advisors, LLC (the “Adviser”). Although the Adviser believes it has a reasonable basis for any opinions or views expressed, actual results may differ, sometimes significantly so, from those expected or expressed. The securities held by the Fund that are discussed in the Letter to Shareholders were held during the period covered by this Report. They do not comprise the entire investment portfolio of the Fund, may be sold at any time and may no longer be held by the Fund. For a complete list of securities held in the Fund as of August 31, 2017, please see the Schedule of Investments section of the annual report. The opinions of the Adviser with respect to those securities may change at any time.
 
3

The opinions expressed herein are those of the Adviser, and the report is not meant as legal, tax, or financial advice. You should consult your own professional advisors as to the legal, tax, financial, or other matters relevant to the suitability of investing. The external data presented in this report have been obtained from independent sources (as noted) and are believed to be accurate, but no independent verification has been made and accuracy is not guaranteed. The information contained in this report is not intended to address the needs of any particular investor.
 
The information contained in this document does not constitute an offer to sell any securities nor a solicitation to purchase any securities. Index returns reflect the reinvestment of dividends. An investor should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. The Fund’s prospectus contains this and other important information. To obtain a copy of the Fund’s prospectus please visit our website at www.bluecurrentfunds.com or call 1-800-514-3583 and a copy will be sent to you free of charge. Please read the prospectus carefully before you invest. The Blue Current Global Dividend Fund is distributed by Ultimus Fund Distributors, LLC.
 
PAST PERFORMANCE CANNOT BE CONSTRUED AS AN INDICATOR OF FUTURE RESULTS BECAUSE OF, AMONG OTHER THINGS, POSSIBLE DIFFERENCES IN MARKET CONDITIONS, INVESTMENT STRATEGY, AND REGULATORY CLIMATE. THERE IS NO ASSURANCE THAT THE FUND WILL ACHIEVE ITS INVESTMENT OBJECTIVE. 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 IS AVAILABLE BY CALLING 1-800-514-3583. THE FUND INVESTS PRIMARILY IN DIVIDEND PAYING COMPANIES AND IT IS POSSIBLE THESE COMPANIES MAY ELIMINATE OR REDUCE THEIR DIVIDEND PAYMENTS. INDEX INFORMATION (I) IS INCLUDED MERELY TO SHOW THE GENERAL TREND IN THE EQUITY MARKETS FOR THE PERIOD INDICATED AND IS NOT INTENDED TO IMPLY THAT THE FUND’S PORTFOLIO WILL BE SIMILAR TO THE INDICES EITHER IN COMPOSITION OR RISK AND (II) HAS BEEN OBTAINED FROM SOURCES BELIEVED TO BE ACCURATE.
 
Statements in the Letter to Shareholders that reflect projections or expectations for future financial or economic performance of the Fund and the market in general and statements of the Fund’s plans and objectives for future operations are forward-looking statements. No assurance can be given that actual results or events will not differ materially from those projected, estimated, assumed, or anticipated in any such forward-looking statements. Important factors that could result in such differences, in addition to factors noted with such forward-looking statements, include, without limitation, general economic conditions, such as inflation, recession, and interest rates. Past performance is not a guarantee of future results.
 
4

BLUE CURRENT GLOBAL DIVIDEND FUND
PERFORMANCE INFORMATION
August 31, 2017 (Unaudited)

 
Comparison of the Change in Value of a $100,000 Investment in
Blue Current Global Dividend Fund -
Institutional Class vs. the MSCI World Index
and the MSCI World High Dividend Yield Index
 
Average Annual Total Returns
(for the periods ended August 31, 2017)
 
1 year
Since
Inception
(b)
 
Blue Current Global Dividend Fund - Institutional Class(a)
13.57%
5.75%
 
MSCI World Index
16.19%
6.12%
 
MSCI World High Dividend Yield Index
11.74%
4.14%
 
 
(a)
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.
(b)
The Fund commenced operations on September 18, 2014.
 
5

BLUE CURRENT GLOBAL DIVIDEND FUND
PORTFOLIO INFORMATION
August 31, 2017 (Unaudited)

 
Sector Diversification
(% of Net Assets)
Top Ten Equity Holdings
Security Description
 
% of Net Assets
Johnson & Johnson
 
3.5%
Microsoft Corporation
 
3.1%
Unilever plc - ADR
 
2.9%
Diageo plc - ADR
 
2.7%
Eaton Corporation plc
 
2.7%
International Paper Company
 
2.7%
Allianz SE
 
2.6%
BB&T Corporation
 
2.6%
Abbott Laboratories
 
2.5%
InterContinental Hotels Group plc - ADR
 
2.5%
 
6

BLUE CURRENT GLOBAL DIVIDEND FUND
SCHEDULE OF INVESTMENTS
August 31, 2017
 
COMMON STOCKS — 93.0%
 
Shares
   
Value
 
Consumer Discretionary — 11.5%
           
Auto Components — 2.5%
           
GKN plc (a)
   
359,815
   
$
1,482,610
 
                 
Hotels, Restaurants & Leisure — 2.5%
               
InterContinental Hotels Group plc - ADR
   
29,870
     
1,499,474
 
                 
Media — 2.0%
               
Comcast Corporation - Class A
   
29,220
     
1,186,624
 
                 
Multiline Retail — 2.2%
               
Nordstrom, Inc.
   
30,000
     
1,338,600
 
                 
Textiles, Apparel & Luxury Goods — 2.3%
               
LVMH Moet Hennessy Louis Vuitton SE (a)
   
5,270
     
1,384,300
 
                 
Consumer Staples — 13.6%
               
Beverages — 4.1%
               
Anheuser-Busch InBev S.A./N.V. - ADR
   
7,200
     
852,264
 
Diageo plc - ADR
   
12,047
     
1,619,237
 
             
2,471,501
 
Food Products — 7.6%
               
Danone S.A. (a)
   
17,930
     
1,412,645
 
Nestlé S.A. - ADR
   
16,415
     
1,391,335
 
Unilever plc - ADR
   
29,390
     
1,710,792
 
             
4,514,772
 
Tobacco — 1.9%
               
Imperial Brands plc (a)
   
27,850
     
1,152,090
 
                 
Energy — 7.4%
               
Oil, Gas & Consumable Fuels — 7.4%
               
Dominion Midstream Partners, L.P.
   
43,100
     
1,234,815
 
Enterprise Products Partners, L.P.
   
38,670
     
1,008,127
 
ONEOK, Inc.
   
23,500
     
1,272,760
 
Royal Dutch Shell plc - Class B - ADR
   
15,640
     
885,693
 
             
4,401,395
 
 
See accompanying notes to financial statements.
 
7

BLUE CURRENT GLOBAL DIVIDEND FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 93.0% (Continued)
 
Shares
   
Value
 
Financials — 14.9%
           
Banks — 6.4%
           
BB&T Corporation
   
33,630
   
$
1,550,007
 
ING Groep N.V. - ADR
   
63,100
     
1,121,918
 
PNC Financial Services Group, Inc. (The)
   
9,100
     
1,141,231
 
             
3,813,156
 
Insurance — 8.5%
               
Allianz SE (a)
   
7,240
     
1,551,757
 
AXA S.A. (a)
   
39,350
     
1,140,961
 
Chubb Ltd.
   
9,220
     
1,303,892
 
Swiss Re AG (a)
   
12,250
     
1,109,314
 
             
5,105,924
 
Health Care — 14.7%
               
Health Care Equipment & Supplies — 2.5%
               
Abbott Laboratories
   
29,465
     
1,500,947
 
                 
Pharmaceuticals — 12.2%
               
Bayer AG (a)
   
10,965
     
1,405,457
 
Johnson & Johnson
   
15,775
     
2,088,137
 
Novartis AG - ADR
   
17,720
     
1,493,619
 
Roche Holdings AG - ADR
   
37,500
     
1,190,625
 
Sanofi - ADR
   
23,265
     
1,136,263
 
             
7,314,101
 
Industrials — 10.3%
               
Air Freight & Logistics — 4.0%
               
Deutsche Post AG (a)
   
28,700
     
1,191,806
 
United Parcel Service, Inc. - Class B
   
10,700
     
1,223,652
 
             
2,415,458
 
Electrical Equipment — 2.7%
               
Eaton Corporation plc
   
22,539
     
1,617,399
 
                 
Machinery — 2.0%
               
Stanley Black & Decker, Inc.
   
8,415
     
1,211,760
 
                 
Transportation Infrastructure — 1.6%
               
Atlantia SpA (a)
   
29,000
     
933,782
 
                 
Information Technology — 7.3%
               
Communications Equipment — 2.0%
               
Cisco Systems, Inc.
   
37,725
     
1,215,122
 
                 
Semiconductors & Semiconductor Equipment — 2.2%
               
Texas Instruments, Inc.
   
16,005
     
1,325,534
 
 
See accompanying notes to financial statements.
 
8

BLUE CURRENT GLOBAL DIVIDEND FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 93.0% (Continued)
 
Shares
   
Value
 
Information Technology — 7.3% (Continued)
           
Software — 3.1%
           
Microsoft Corporation
   
24,655
   
$
1,843,454
 
                 
Materials — 5.1%
               
Chemicals — 2.4%
               
Dow Chemical Company (The)
   
21,340
     
1,422,311
 
                 
Containers & Packaging — 2.7%
               
International Paper Company
   
29,550
     
1,591,859
 
                 
Real Estate — 5.8%
               
Equity Real Estate Investment Trusts — 5.8%
               
Crown Castle International Corporation
   
11,240
     
1,218,866
 
Hammerson plc (a)
   
138,450
     
1,004,714
 
Kimco Realty Corporation
   
64,900
     
1,273,338
 
             
3,496,918
 
Telecommunication Services — 2.4%
               
Wireless Telecommunication Services — 2.4%
               
Vodafone Group plc - ADR
   
50,090
     
1,454,112
 
                 
Total Common Stocks (Cost $49,413,263)
         
$
55,693,203
 
 
PREFERRED STOCKS — 1.6%
 
Shares
   
Value
 
Financials — 1.6%
           
Banks — 1.6%
           
Wells Fargo & Company, 5.70% (Cost $892,830)
   
36,173
   
$
945,924
 
 
See accompanying notes to financial statements.
 
9
 

BLUE CURRENT GLOBAL DIVIDEND FUND
SCHEDULE OF INVESTMENTS (Continued)
 
MONEY MARKET FUNDS — 5.1%
 
Shares
   
Value
 
First American Government Obligations Fund - Class Z, 0.88% (b) (Cost $3,030,171)
   
3,030,171
   
$
3,030,171
 
                 
Total Investments at Value — 99.7% (Cost $53,336,264)
         
$
59,669,298
 
                 
Other Assets in Excess of Liabilities — 0.3%
           
178,910
 
                 
Net Assets — 100.0%
         
$
59,848,208
 
 
ADR - American Depositary Receipt
(a)
Level 2 security (Note 2).
(b)
The rate shown is the 7-day effective yield as of August 31, 2017.
See accompanying notes to financial statements.
 
10

BLUE CURRENT GLOBAL DIVIDEND FUND
SUMMARY OF STOCKS BY COUNTRY
August 31, 2017
 
Country
 
Value
   
% of Net Assets
 
United States
 
$
25,593,068
     
42.7
%
United Kingdom
   
10,808,722
     
18.1
%
Switzerland
   
6,488,786
     
10.8
%
France
   
5,074,169
     
8.5
%
Germany
   
4,149,020
     
6.9
%
Ireland
   
1,617,398
     
2.7
%
Netherlands
   
1,121,918
     
1.9
%
Italy
   
933,782
     
1.6
%
Belgium
   
852,264
     
1.4
%
   
$
56,639,127
     
94.6
%
 
SCHEDULE OF FORWARD FOREIGN CURRENCY CONTRACTS
August 31, 2017
 
Counterparty
Settlement Date
Currency To Deliver
Currency To Receive
 
Net
Unrealized Depreciation
 
BNY Mellon
9/18/2017
EUR 3,800,000
USD 4,453,220
 
$
(74,249
)
BNY Mellon
9/18/2017
GBP 3,500,000
USD 4,503,800
   
(24,802
)
Total
         
$
(99,051
)
 
EUR - Euro
GBP - British Pound Sterling
USD - U.S. Dollar
 
The average net monthly notional value of forward foreign currency exchange contracts for the year ended August 31, 2017 is $746,418.
 
See accompanying notes to financial statements.
 
11

BLUE CURRENT GLOBAL DIVIDEND FUND
STATEMENT OF ASSETS AND LIABILITIES
August 31, 2017
 
ASSETS
     
Investments in securities:
     
At acquisition cost
 
$
53,336,264
 
At value (Note 2)
 
$
59,669,298
 
Dividends receivable
   
196,381
 
Receivable for capital shares sold
   
125,000
 
Other assets
   
5,241
 
TOTAL ASSETS
   
59,995,920
 
         
LIABILITIES
       
Unrealized depreciation on forward currency exchange contracts (Notes 2 and 5)
   
99,051
 
Payable to Adviser (Note 4)
   
31,071
 
Payable to administrator (Note 4)
   
11,010
 
Other accrued expenses
   
6,580
 
TOTAL LIABILITIES
   
147,712
 
         
NET ASSETS
 
$
59,848,208
 
         
NET ASSETS CONSIST OF:
       
Paid-in capital
 
$
52,967,638
 
Undistributed net investment income
   
423,441
 
Undistributed net realized gains from securities transactions
   
222,951
 
Net unrealized appreciation on investments
   
6,333,034
 
Net unrealized depreciation on forward foreign currency contracts
   
(99,051
)
Net unrealized appreciation on translation of assets in foreign currencies
   
195
 
NET ASSETS
 
$
59,848,208
 
         
PRICING OF INSTITUTIONAL SHARES (Note 1)
       
Net assets applicable to Institutional Shares
 
$
59,848,208
 
Shares of Institutional Shares outstanding (no par value, unlimited number of shares outstanding)
   
5,342,232
 
Net asset value, offering and redemption price per share (a) (Note 2)
 
$
11.20
 
 
(a)
Redemption fee may apply to redemptions of shares held for 7 days or less.
See accompanying notes to financial statements.
 
12

BLUE CURRENT GLOBAL DIVIDEND FUND
STATEMENT OF OPERATIONS
For the Year Ended August 31, 2017
 
INVESTMENT INCOME
     
Dividends
 
$
1,793,088
 
Foreign withholding taxes on dividends
   
(99,552
)
     
1,693,536
 
EXPENSES
       
Investment advisory fees (Note 4)
   
483,986
 
Administration fees (Note 4)
   
48,984
 
Professional fees
   
43,763
 
Fund accounting fees (Note 4)
   
37,684
 
Transfer agent fees (Note 4)
   
17,000
 
Custodian and bank service fees
   
16,065
 
Compliance fees and expenses (Note 4)
   
12,748
 
Registration and filing fees
   
11,838
 
Trustees’ fees and expenses (Note 4)
   
9,957
 
Printing of shareholder reports
   
6,530
 
Postage and supplies
   
5,227
 
Pricing fees
   
3,169
 
Insurance expense
   
2,010
 
Other expenses
   
10,579
 
TOTAL EXPENSES
   
709,540
 
Fee reductions by the Adviser (Note 4)
   
(225,554
)
NET EXPENSES
   
483,986
 
         
NET INVESTMENT INCOME
   
1,209,550
 
 
       
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS, DERIVATIVES AND FOREIGN CURRENCY TRANSLATION
       
Net realized gains (losses) from:
       
Security transactions
   
1,356,530
 
Foreign currency transactions (Note 2)
   
(17,859
)
Net change in unrealized appreciation (depreciation) on:
       
Investments
   
4,061,572
 
Forward foreign currency contracts (Notes 2 and 5)
   
(99,051
)
Foreign currency translation (Note 2)
   
195
 
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS, DERIVATIVES AND FOREIGN CURRENCY TRANSLATION   
   
5,301,387
 
 
       
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
 
$
6,510,937
 
 
See accompanying notes to financial statements.
 
13

BLUE CURRENT GLOBAL DIVIDEND FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
       
 
Year
Ended
August 31,
2017
   
Year
Ended
August 31,
2016
 
FROM OPERATIONS
           
Net investment income
 
$
1,209,550
   
$
794,230
 
Net realized gains (losses) from:
               
Security transactions
   
1,356,530
     
(1,179,634
)
Foreign currency transactions
   
(17,859
)
   
11,371
 
Net change in unrealized appreciation (depreciation) on:
               
Investments
   
4,061,572
     
3,338,461
 
Forward foreign currency contracts
   
(99,051
)
   
 
Foreign currency translation
   
195
     
21,077
 
Net increase in net assets resulting from operations
   
6,510,937
     
2,985,505
 
                 
DISTRIBUTIONS TO SHAREHOLDERS
               
Net investment income, Institutional Shares
   
(981,628
)
   
(686,629
)
                 
FROM CAPITAL SHARE TRANSACTIONS
               
Institutional Shares
               
Proceeds from shares sold
   
16,759,462
     
13,257,398
 
Net asset value of shares issued in reinvestment of distributions
   
747,191
     
453,272
 
Payments for shares redeemed
   
(2,819,565
)
   
(6,475,979
)
Net increase in Institutional Shares net assets from capital share transactions
   
14,687,088
     
7,234,691
 
                 
TOTAL INCREASE IN NET ASSETS
   
20,216,397
     
9,533,567
 
                 
NET ASSETS
               
Beginning of year
   
39,631,811
     
30,098,244
 
End of year
 
$
59,848,208
   
$
39,631,811
 
                 
UNDISTRIBUTED NET INVESTMENT INCOME
 
$
423,441
   
$
213,079
 
                 
CAPITAL SHARE ACTIVITY
               
Institutional Shares
               
Shares sold
   
1,604,703
     
1,384,963
 
Shares reinvested
   
70,912
     
46,833
 
Shares redeemed
   
(274,670
)
   
(684,476
)
Net increase in shares outstanding
   
1,400,945
     
747,320
 
Shares outstanding, beginning of year
   
3,941,287
     
3,193,967
 
Shares outstanding, end of year
   
5,342,232
     
3,941,287
 
 
See accompanying notes to financial statements.
 
14

BLUE CURRENT GLOBAL DIVIDEND FUND
INSTITUTIONAL SHARES
FINANCIAL HIGHLIGHTS
 
Per Share Data for a Share Outstanding Throughout Each Period
 
        
 
Year Ended August 31, 2017
   
Year Ended
August 31,
2016
   
Period Ended
August 31,
2015
(a)
 
Net asset value at beginning of period
 
$
10.06
   
$
9.42
   
$
10.00
 
                         
Income (loss) from investment operations:
                       
Net investment income
   
0.24
     
0.22
     
0.16
 
Net realized and unrealized gains (losses) on investments
   
1.11
     
0.61
     
(0.62
)
Total from investment operations
   
1.35
     
0.83
     
(0.46
)
                         
Less distributions:
                       
From net investment income
   
(0.21
)
   
(0.19
)
   
(0.12
)
                         
Net asset value at end of period
 
$
11.20
   
$
10.06
   
$
9.42
 
                         
Total return (b)
   
13.57
%
   
8.92
%
   
(4.65
%)(c)
                         
Net assets at end of period (000’s)
 
$
59,848
   
$
39,632
   
$
30,098
 
                         
Ratios/supplementary data:
                       
Ratio of total expenses to average net assets
   
1.45
%
   
1.55
%
   
1.68
%(d)
Ratio of net expenses to average net assets (e)
   
0.99
%
   
0.99
%
   
0.99
%(d)
Ratio of net investment income to average net assets (e)
   
2.47
%
   
2.37
%
   
2.04
%(d)
Portfolio turnover rate
   
61
%
   
58
%
   
72
%(c)
 
(a)
Represents the period from the commencement of operations (September 18, 2014) through August 31, 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 and capital gain 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 be lower if the Adviser had not reduced advisory fees (Note 4).
(c)
Not annualized.
(d)
Annualized.
(e)
Ratio was determined after advisory fee reductions by the Adviser (Note 4).
See accompanying notes to financial statements.
 
15

BLUE CURRENT GLOBAL DIVIDEND FUND
NOTES TO FINANCIAL STATEMENTS
August 31, 2017

 
1. Organization
 
Blue Current Global Dividend Fund (the “Fund”) is a diversified series of Ultimus Managers Trust (the “Trust”), an open-end investment company established as an Ohio business trust under a Declaration of Trust dated February 28, 2012. Other series of the Trust are not incorporated in this report.
 
The investment objective of the Fund is to seek current income and capital appreciation.
 
The Fund currently offers one class of shares: Institutional Class shares (sold without any sales loads or distribution fees and subject to a $100,000 initial investment requirement). As of August 31, 2017, the Investor Class shares (to be sold without any sales loads, but subject to a distribution fee of up to 0.25% of the class’ average daily net assets and subject to a $2,500 initial investment requirement) are not currently offered. When both classes are offered, each share class will represent an ownership interest in the same investment portfolio.
 
2. Significant Accounting Policies
 
In October 2016, the U.S. Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments. The Fund has adopted these amendments, which were effective August 1, 2017, with these financial statements.
 
The following is a summary of the Fund’s significant accounting policies. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Fund follows accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”
 
Securities valuation – The Fund values its portfolio securities at market value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern Time) on each day the NYSE is open for business. The Fund values its listed securities on the basis of the security’s last sale price on the security’s primary exchange, if available, otherwise at the exchange’s most recently quoted mean price. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. When using a quoted price and when the market is considered active, the security will be classified as Level 1 within the fair value hierarchy. In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value in accordance with procedures established by and under the general supervision of the Board of Trustees (the “Board”) of the Trust. 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
 
16

BLUE CURRENT GLOBAL DIVIDEND FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 
in stale prices; insufficient trading volume; small trade sizes; a temporary lapse in any reliable pricing source; and actions of the securities or futures markets, such as the suspension or limitation of trading. As a result, the prices of securities used to calculate the Fund’s net asset value (“NAV”) may differ from quoted or published prices for the same securities. Securities traded on foreign exchanges are typically fair valued by an independent pricing service and translated from the local currency into U.S. dollars using currency exchange rates supplied by an independent pricing quotation service.
 
GAAP establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements.
 
Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:
 
Level 1 – quoted prices in active markets for identical securities
 
Level 2 – other significant observable inputs
 
Level 3 – significant unobservable inputs
 
The inputs or methods used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.
 
The Fund’s foreign equity securities actively traded in foreign markets may be classified as Level 2 despite the availability of closing prices because such securities are typically fair valued by an independent pricing service. The Board has authorized the Fund to retain an independent pricing service to determine the fair value of its foreign securities because the value of such securities may be materially affected by events occurring before the Fund’s pricing time but after the close of the primary markets or exchanges on which such foreign securities are traded. These intervening events might be country-specific (e.g., natural disaster, economic or political developments, interest rate change); issuer specific (e.g., earnings report or merger announcement); or U.S. market-specific (such as a significant movement in the U.S. market that is deemed to affect the value of foreign securities). The pricing service uses an automated system that incorporates a model based on multiple parameters, including a security’s local closing price, relevant general and sector indices, currency fluctuations, trading in depositary receipts and futures, if applicable, and/or research valuations by its staff, in determining what it believes is the fair value of the securities.
 
17

BLUE CURRENT GLOBAL DIVIDEND FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 
The following is a summary of the inputs used to value the Fund’s investments as of August 31, 2017:
 
          
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
 
$
41,923,767
   
$
13,769,436
   
$
   
$
55,693,203
 
Preferred Stocks
   
945,924
     
     
     
945,924
 
Money Market Funds
   
3,030,171
     
     
     
3,030,171
 
Total
 
$
45,899,862
   
$
13,769,436
   
$
   
$
59,669,298
 

 
Refer to the Fund’s Schedule of Investments for a listing of the common stocks and preferred stocks by industry type. As of August 31, 2017, the Fund did not have any transfers between Levels. In addition, the Fund did not have any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of August 31, 2017. It is the Fund’s policy to recognize transfers between Levels at the end of the reporting period.
 
Foreign currency translation – Amounts and securities denominated in or expected to settle in foreign currencies are translated into U.S. dollars based on exchange rates on the following basis:
 
 
A.
The fair values of investment securities and other assets and liabilities are translated as of the close of the NYSE each day.
 
 
B.
Purchases and sales of investment securities and income and expenses are translated at the rate of exchange prevailing as of 4:00 p.m. Eastern Time on the respective date of such transactions.
 
 
C.
The Fund does not isolate that portion of the results of operations caused by changes in foreign exchange rates on investments from those caused by changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses on investments.
 
Reported net realized foreign exchange gains or losses arise from 1) purchases and sales of foreign currencies, 2) currency gains or losses realized between the trade and settlement dates on securities transactions and 3) the difference between the amounts of dividends and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Reported net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities that result from changes in exchange rates.
 
Forward foreign currency exchange contracts – The Fund, at times, uses forward foreign currency exchange contracts to hedge exposure to foreign currency. All foreign currency exchange contracts are “marked-to-market” daily at the applicable translation rates, resulting in unrealized gains or losses. Realized and unrealized gains or losses from transactions in foreign currency exchange contracts will be included in the Fund’s
 
18

BLUE CURRENT GLOBAL DIVIDEND FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 
Statement of Assets and Liabilities and Statement of Operations. Risks associated with these contracts include the potential inability of counterparties to meet the terms of their contracts and unanticipated movements in the value of a foreign currency relative to the U.S. dollar.
 
Share valuation – The NAV per share of each class of the Fund is calculated daily by dividing the total value of the assets attributable to that class, less liabilities attributable to that class, by the number of shares outstanding of that class. The offering price and redemption price per share of each class of the Fund is equal to the NAV per share of such class, except that shareholders of the Fund are subject to a redemption fee equal to 2.00% of the NAV of Fund shares redeemed within 7 days of purchase, excluding involuntary redemptions of accounts that fall below the minimum investment amount or the redemption of Fund shares representing reinvested dividends, capital gain distributions, or capital appreciation. During the years ended August 31, 2017 and August 31, 2016, no shareholder transactions were subject to the redemption fee.
 
Investment income – Dividend income is recorded on the ex-dividend date. Interest income is accrued as earned. The Fund may invest in real estate investment trusts (“REITs”) that pay distributions to their shareholders based on available funds from operations. It is common for these distributions to exceed the REIT’s taxable earnings and profits resulting in the excess portion of such distribution to be designated as return of capital. Distributions received from REITs are generally recorded as dividend income and, if necessary, are reclassified annually in accordance with tax information provided by the underlying REITs. The Fund may also invest in master limited partnerships (“MLPs”) whose distributions generally are comprised of ordinary income, capital gains and return of capital from the MLP. For financial statement purposes, the Fund records all income received as ordinary income. This amount may be subsequently revised based on information received from MLPs after their tax reporting periods are concluded, as the actual character of these distributions is not known until after the fiscal year end of the Fund. Withholding taxes on foreign dividends have been recorded for in accordance with the Fund’s understanding of the applicable country’s tax rules and 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 Fund and the other series of the Trust based on the relative net assets of each series or the nature of the services performed and the relative applicability to each series.
 
Distributions to shareholders – Distributions to shareholders arising from net investment income are declared and paid quarterly to shareholders. Net realized capital gains, if any, are distributed at least annually. 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
 
19

BLUE CURRENT GLOBAL DIVIDEND FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 
years ended August 31, 2017 and August 31, 2016 was ordinary income. On September 29, 2017, the Fund paid an ordinary income dividend of $0.04 per share to shareholders of record on September 28, 2017.
 
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, each as of the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
 
Federal income tax – The Fund has qualified and intends to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”). Qualification generally will relieve the Fund of liability for federal income taxes to the extent 100% of its net investment income and net realized capital gains are distributed in accordance with the Code.
 
In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Fund’s intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the 12 months ended October 31) plus undistributed amounts from prior years.
 
The following information is computed on a tax basis for each item as of August 31, 2017:
 
Tax cost of portfolio investments
 
$
53,577,466
 
Gross unrealized appreciation
 
$
6,885,303
 
Gross unrealized depreciation
   
(793,471
)
Net unrealized appreciation on investments
   
6,091,832
 
Net unrealized appreciation of translation of assets in foreign currencies
   
195
 
Undistributed ordinary income
   
124,075
 
Undistributed long-term gains
   
664,468
 
Accumulated earnings
 
$
6,880,570
 

 
The difference between the federal income tax cost of portfolio investments and the financial statement cost 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, the tax treatment of the cost of securities received as in-kind subscriptions at the inception of the Fund, and the tax treatment of income and capital gains on publicly-traded partnerships held by the Fund.
 
During the year ended August 31, 2017, the Fund utilized capital loss carryforwards of $856,966 to offset current year realized gains.
 
20

BLUE CURRENT GLOBAL DIVIDEND FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 
For the year ended August 31, 2017, the following reclassifications were made on the Statement of Assets and Liabilities as a result of permanent differences in the recognition of capital gains or losses under income tax regulations and GAAP:
 
Paid-in capital
 
$
(299
)
Accumulated net investment income
 
$
(17,560
)
Accumulated net realized gains from securities transactions
 
$
17,859
 
 
These differences are primarily due to the tax treatment of net realized losses from foreign currency transactions. Such reclassifications, the result of permanent differences between financial statement and income tax reporting requirements, have no effect on the Fund’s net assets or NAV per share.
 
The Fund recognizes the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has reviewed the Fund’s tax positions for all open tax years (tax years ended August 31, 2015 through August 31, 2017) and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements. The Fund identifies its major tax jurisdiction as U.S. federal.
 
3. Investment Transactions
 
During the year ended August 31, 2017, cost of purchases and proceeds from sales of investment securities, other than short-term investments, were $41,704,251 and $28,682,726, respectively.
 
4. Transactions with Related Parties
 
INVESTMENT ADVISORY AGREEMENT
The Fund’s investments are managed by Edge Advisors, LLC (the “Adviser”) pursuant to the terms of an Investment Advisory Agreement. Under the Investment Advisory Agreement, the Fund pays the Adviser an investment advisory fee, computed and accrued daily and paid monthly, at the annual rate of 0.99% of its average daily net assets.
 
Pursuant to an Expense Limitation Agreement between the Fund and the Adviser (the “ELA”), the Adviser has agreed, until January 1, 2019, to reduce its investment advisory fees and reimburse other expenses to limit Total Annual Fund Operating Expenses (exclusive of brokerage costs; taxes; interest; acquired fund fees and expenses; extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business; and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 of the Investment Company Act of 1940) to an amount not exceeding 0.99% of the Fund’s average daily net assets. Accordingly, the Adviser reduced its investment advisory fees in the amount of $225,554 during the year ended August 31, 2017.
 
21

BLUE CURRENT GLOBAL DIVIDEND FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 
Under the terms of the ELA, investment advisory fee reductions and expense reimbursements by the Adviser are subject to 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 to exceed the lesser of (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. As of August 31, 2017, the Adviser may seek recoupment of investment advisory fee reductions no later than the dates stated below:
 
August 31, 2018
August 31, 2019
August 31, 2020
Total
$159,675
$189,186
$225,554
$574,415
 
OTHER SERVICE PROVIDERS
Ultimus Fund Solutions, LLC (“Ultimus”) provides administration, fund accounting, compliance and transfer agency services to the Fund. The Fund pays Ultimus fees in accordance with the agreements for such services. In addition, the Fund pays out-of-pocket expenses including, but not limited to, postage, supplies, and costs of pricing the Fund’s portfolio securities.
 
DISTRIBUTION AGREEMENT
Under the terms of a Distribution Agreement with the Trust, Ultimus Fund Distributors, LLC (the “Distributor”) serves as principal underwriter to the Fund. The Distributor is a wholly-owned subsidiary of Ultimus. The Distributor is compensated by the Adviser (not the Fund) for acting as principal underwriter.
 
Certain officers and a Trustee of the Trust are also officers of Ultimus and the Distributor and are not paid by the Fund 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 the Fund, paid quarterly, except for the Board Chairperson who receives a $1,200 annual retainer from the Fund, paid quarterly. Each Independent Trustee also receives from the Fund a fee of $500 for each Board meeting attended plus reimbursement for travel and other meeting-related expenses. Prior to October 1, 2016, the Fund paid each Independent Trustee a fee of $500 for each Board meeting attended, plus a $500 annual retainer. Trustees affiliated with the Adviser or Ultimus are not compensated by the Trust for their services.
 
22

BLUE CURRENT GLOBAL DIVIDEND FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 
PRINCIPAL HOLDERS OF FUND SHARES
As of August 31, 2017, the following shareholders owned of record 5% or more of the outstanding shares of the Fund:
 
Name of Record Owner
% Ownership
Pershing, LLC (for the benefit of multiple shareholders)
82%
Charles Schwab & Co., Inc. (for the benefit of multiple shareholders)
9%
National Financial Services, LLC (for the benefit of multiple shareholders)
6%
 
A beneficial owner of 25% or more of a Fund’s outstanding shares may be considered a controlling person. That shareholder’s vote could have a more significant effect on matters presented at a shareholder’s meeting.
 
5. Derivatives Transactions
 
At August 31, 2017, the Fund is invested in derivative contracts which are reflected in the Statement of Assets and Liabilities as follows:
 
    
Derivative Assets
 
Derivative Liabilities
 
Risk
Derivative
Type
Statement of Assets and Liabilities Location
 
Fair Value Amount
 
Statement of Assets and Liabilities Location
 
Fair Value Amount
 
Currency
Forward foreign currency exchange contracts
Unrealized appreciation on forward currency exchange contracts
 
$
 
Unrealized depreciation on forward currency exchange contracts
 
$
(99,051
)
 
For the year ended August 31, 2017, the effect of derivative contracts in the Fund’s Statement of Operations was as follows:
 
      
Statement of Operations
 
Risk
Derivative Type
 
Net Realized Gain (Loss)
   
Net Change
in Unrealized Gain (Loss)
 
Currency
Forward foreign currency exchange contracts
 
$
   
$
(99,051
)
 
In the ordinary course of business, the Fund may enter into transactions subject to enforceable netting agreements or other similar arrangements (“netting agreements”). Generally, the right to offset in netting agreements allows the Fund to offset the exposure
 
23

BLUE CURRENT GLOBAL DIVIDEND FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 
it has on any transactions with a specific counterparty with any collateral it has received or delivered in connection with other transactions with that counterparty. Generally, the Fund manages its cash collateral and securities collateral, if any, on a counterparty basis.
 
The following table presents, by derivative type, the Fund’s financial derivative instruments net of the related collateral (received)/pledged, if any, at August 31, 2017:
 
                     
Gross Amounts Not
Offset in the Statement of Assets & Liabilities
     
Derivative Type
 
Gross Amounts of Recognized Assets (Liabilities)
   
Gross Amounts Offset in the Statement of Assets & Liabilities
   
Net Amounts of Assets Presented in the Statement Of Assets & Liabilities
   
Financial Instruments
   
Collateral Received (Pledged)
   
Net
Amount
 
Forward Foreign Currency Exchange Contracts
 
$
(99,051
)
 
$
   
$
(99,051
)
 
$
   
$
   
$
(99,051
)
Total subject to a master netting or similar arrangement
 
$
(99,051
)
 
$
   
$
(99,051
)
 
$
   
$
   
$
(99,051
)
 
6. Foreign Investment Risk
 
Compared with investing in the U.S., investing in foreign markets involves a greater degree and variety of risk. Investors in foreign markets may face delayed settlements, currency controls, and adverse economic developments as well as higher overall transaction costs. In addition, fluctuations in the U.S. dollar’s value versus other currencies may erode or reverse gains or increase losses from investments denominated in foreign currencies. Foreign governments may expropriate assets, impose capital or currency controls, impose punitive taxes, impose limits on ownership or nationalize a company or industry. Any of these actions could have a severe effect on security prices and impair an investor’s ability to bring its capital or income back to the U.S. The value of foreign securities may be affected by incomplete, less frequent, or inaccurate financial information about their issuers, social upheavals, or political actions ranging from tax code changes to government collapse. Foreign companies may also receive less coverage by market analysts than U.S. companies and may be subject to different reporting standards or regulatory requirements than those applicable to U.S. companies.
 
24

BLUE CURRENT GLOBAL DIVIDEND FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 
7. Contingencies and Commitments
 
The Fund indemnifies the Trust’s officers and Trustees for certain liabilities that might arise from their performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations, warranties, and general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
 
8. Subsequent Events
 
The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events except the subsequent ordinary income dividend disclosed in Note 2.
 
25
 

BLUE CURRENT GLOBAL DIVIDEND FUND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 
To the Shareholders of Blue Current Global Dividend Fund and
Board of Trustees of Ultimus Managers Trust
 
We have audited the accompanying statement of assets and liabilities, including the schedules of investments and forward foreign currency contracts, of Blue Current Global Dividend Fund (the “Fund”), a series of Ultimus Managers Trust, as of August 31, 2017, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three periods in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our 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 audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2017, 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 Blue Current Global Dividend Fund as of August 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three periods in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
 
COHEN & COMPANY, LTD.
Cleveland, Ohio
October 25, 2017
 
26

BLUE CURRENT GLOBAL DIVIDEND FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited)

 
We believe it is important for you to understand the impact of costs on your investment. As a shareholder of the Fund, you incur ongoing costs, including management fees and other operating expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
 
A mutual fund’s ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The expenses in the table below are based on an investment of $1,000 made at the beginning of the most recent period (March 1, 2017) and held until the end of the period (August 31, 2017).
 
The table below illustrates the Fund’s ongoing costs in two ways:
 
Actual fund return – This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from the Fund’s actual return, and the fourth column shows the dollar amount of operating expenses that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.
 
To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for the Fund under the heading “Expenses Paid During Period.”
 
Hypothetical 5% return – This section is intended to help you compare the Fund’s ongoing costs with those of other mutual funds. It assumes that the Fund had an annual return of 5% before expenses during the period shown, but that the expense ratio is unchanged. In this case, because the return used is not the Fund’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the SEC requires all mutual funds to calculate expenses based on a 5% return. You can assess the Fund’s ongoing costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.
 
Note that expenses shown in the table are meant to highlight and help you compare ongoing costs only. The Fund does not charge sales loads. However, a redemption fee of 2% is applied on the sale of shares held for less than 7 days.
 
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.
 
More information about the Fund’s expenses can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to the Fund’s prospectus.
 
27

BLUE CURRENT GLOBAL DIVIDEND FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited) (Continued)

 
Institutional Class
Beginning
Account Value
March 1,
2017
Ending
Account Value
August 31,
2017
Net Expense Ratio
Expenses
Paid During
Period
(a)
Based on Actual Fund Return
$1,000.00
$1,071.70
0.99%
$5.17
Based on Hypothetical 5% Return (before expenses)
$1,000.00
$1,020.21
0.99%
$5.04
 
(a)
Expenses are equal to the Fund’s annualized net expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).
 
28

BLUE CURRENT GLOBAL DIVIDEND FUND
OTHER INFORMATION (Unaudited)

 
A description of the policies and procedures that the Fund uses to vote proxies relating to portfolio securities is available without charge upon request by calling 1-800-514-3583, or on the SEC’s website at http://www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is also available without charge upon request by calling 1-800-514-3583, or on the SEC’s website at http://www.sec.gov.
 
The Trust files a complete listing of portfolio holdings for the Fund with the SEC as of the end of the first and third quarters of each fiscal year on Form N-Q. These filings are available upon request by calling 1-800-514-3583. 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.
 
 
OTHER FEDERAL TAX INFORMATION (Unaudited)

 
Qualified Dividend Income – The Fund designates 100%, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue code, as qualified dividend income eligible for the reduced tax rate of 15%.
 
Dividends Received Deduction – Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal year 2017 ordinary income dividends, 59% qualifies for the corporate dividends received deduction.
 
Foreign Tax Credit Pass Through - The Fund intends to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. The Fund’s foreign source income per share was $0.34 and the foreign tax expense per share was $0.02. Shareholders will receive more detailed information along with their 2017 Form 1099-DIV.
 
29

BLUE CURRENT GLOBAL DIVIDEND FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited)

 
The Board has overall responsibility for management of the Trust’s affairs. The Trustees serve during the lifetime of the Trust and until its termination, or until death, resignation, retirement, or removal. The Trustees, in turn, elect the officers of the Fund to actively supervise its day-to-day operations. The officers have been elected for an annual term. Each Trustee’s and officer’s address is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. The following are the Trustees and executive officers of the Fund:
 
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)
Chief Executive Officer and Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC (1999 to present)
27
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.
27
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 November 2011 to January 2016
27
None
 
30
 

BLUE CURRENT GLOBAL DIVIDEND FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited) (Continued)

 
Name and
Year of Birth
Length of Time Served
Position(s) Held
with Trust
Principal Occupation(s)
During Past 5 Years
Number of Funds in Trust Overseen by Trustee
Directorships of Public Companies Held by Trustee During Past 5 Years
Independent Trustees: (continued)
John J. Discepoli
Year of Birth: 1963
Since
June
2012
Chairman
(May 2016
to present)
 
Trustee
(June 2012 to present)
Owner of Discepoli Financial Planning, LLC (personal financial planning company) since November 2004
27
None
 
*
Mr. Dorsey is considered an “interested person” of the Trust within the meaning of Section 2(a)(19) of the 1940 Act, as amended, because of his relationship with the Trust’s administrator, transfer agent and distributor.
 
Name and
Year of Birth
Length of Time Served
Position(s)
Held with Trust
Principal Occupation(s) During Past 5 Years
Executive Officers:
   
David R. Carson
Year of Birth: 1958
Since
April
2013
Principal Executive Officer (April 2017 to present)
 
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, FSI LBAR Fund (2013 to 2016); Chief Compliance Officer, The Huntington Funds (2005 to 2013), Huntington Strategy Shares (2012 to 2013), and Huntington Asset Advisors (2013); Vice President, Huntington National Bank (2001 to 2013)
 
31

BLUE CURRENT GLOBAL DIVIDEND FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited) (Continued)

 
Name and
Year of Birth
Length of Time Served
Position(s)
Held with Trust
Principal Occupation(s) During Past 5 Years
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)
Frank L. Newbauer
Year of Birth: 1954
Since
February
2012
Secretary
(July 2017 to present)
 
Assistant Secretary (April 2015 to July 2017)
 
Secretary (February 2012 to April 2015)
Assistant Vice President of Ultimus Fund Solutions, LLC (2010 to present)
Charles C. Black
Year of Birth: 1979
Since
April
2015
Chief Compliance Officer
(January 2016 to present)
 
Assistant Chief Compliance Officer (April 2015 to January 2016)
Senior Compliance Officer of Ultimus Fund Solutions, LLC (2015 to present); Senior Compliance Manager for Touchstone Mutual Funds (2013 to 2015); Senior Compliance Manager for Fund Evaluation Group (2011 to 2013)
 
Additional information about members of the Board and executive officers is available in the Fund’s Statement of Additional Information (“SAI”). To obtain a free copy of the SAI, please call 1-800-514-3583.
 
32

BLUE CURRENT GLOBAL DIVIDEND FUND
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 Fund’s Investment Advisory Agreement with Edge Advisors, LLC (the “Adviser”) for an additional term. Approval took place at an in-person meeting held on April 24-25, 2017, 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 counsel.
 
In deciding whether to approve the renewal of the Investment Advisory Agreement, the Board recalled its review of the materials related to the Fund and the Adviser throughout the preceding two years since the initial approval of the Investment Advisory Agreement and its numerous discussions with Trust management and the Adviser about the operations and performance of the Fund during that period. The Board further considered those materials and discussions and other numerous factors, including the factors described below.
 
The nature, extent, and quality of the services provided by the Adviser. In this regard, the Board reviewed the services being provided by the Adviser to the Fund including, without limitation, its investment advisory services since the Fund’s inception, the Adviser’s compliance policies and procedures, its efforts to promote the Fund and assist in its distribution, and its compliance program. After reviewing the foregoing information and further information regarding the Adviser’s business, the Board concluded that the quality, extent, and nature of the services provided by the Adviser were satisfactory and adequate for the Fund.
 
The investment performance of the Fund. In this regard, the Board compared the performance of the Fund with the performance of its benchmark index and related Morningstar category. The Board noted that the Fund had outperformed its benchmark and peer group since the Fund’s inception. The Board also considered the consistency of the Adviser’s management with the Fund’s investment objective and policies. Following discussion of the investment performance of the Fund and its performance relative to its Morningstar category, the Adviser’s experience in managing a mutual fund and separate accounts, its historical investment performance, and other factors, the Board concluded that the investment performance of the Fund has been satisfactory.
 
The costs of the services provided and profits realized by the Adviser and its affiliates from its relationship with the Fund. In this regard, the Board considered the Adviser’s staffing, personnel, and methods of operations; the education and experience of its personnel; compliance program, policies, and procedures; financial condition and the level of commitment to the Fund, and, generally, the Adviser’s advisory business; the asset level of the Fund; and the overall expenses of the Fund, including the advisory fee. The Board considered the Adviser’s Expense Limitation Agreement (the “ELA”) with the Fund, and
 
33
 

BLUE CURRENT GLOBAL DIVIDEND FUND
DISCLOSURE REGARDING APPROVAL OF INVESTMENT
ADVISORY AGREEMENT (Unaudited) (Continued)

 
considered the Adviser’s current and past fee reductions and expense reimbursements for the Fund. The Board further took into account the Adviser’s commitment to continue the ELA until at least January 1, 2019.
 
The Board also considered potential benefits for the Adviser in managing the Fund, including promotion of the Adviser’s name and the potential for it to receive research, statistical, or other services from the Fund’s trades. The Board compared the Fund’s advisory fee and overall expense ratio to the average advisory fees and average expense ratios for its Morningstar category. The Board noted that the 0.99% advisory fee for the Fund was above the average and the median for the Fund’s peer group, and above the average and median of funds of similar size and structure in the fund’s Morningstar category (World Stock Funds under $100 million, True No-Load). The Board further noted that the overall annual expense ratio of 0.99% for the Fund is above the average and median for the fund’s peer group, and below the average and median for its Morningstar category. The Board also considered the fee charged by the Adviser to its other accounts that have a substantially similar strategy as the Fund and considered the similarities and differences of services received by such other accounts as compared to the services received by the Fund. 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 payable to the Fund. Following these comparisons and upon further consideration and discussion of the foregoing, the Board concluded that the advisory fee paid to the Adviser by the Fund is fair and reasonable.
 
The extent to which economies of scale would be realized as the Fund grows and whether advisory fee levels reflect these economies of scale for the benefit of the Fund’s investors. In this regard, the Board considered that the Fund’s 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 Fund have experienced benefits from the ELA. Following further discussion of the Fund’s asset level, expectations for growth, and level of fees, the Board determined that the Fund’s fee arrangements with the Adviser would continue to provide benefits. The Board also determined that the fee arrangements were fair and reasonable in relation to the nature and quality of services being provided by the Adviser, given the Fund’s projected asset levels for the next year.
 
Brokerage and portfolio transactions. In this regard, the Board considered the Adviser’s trading policies, procedures, and performance in seeking best execution for its clients, including the Fund. The Board also considered the historical portfolio turnover rate for the Fund; the process by which evaluations are made of the overall reasonableness of commissions paid; the process by which the Adviser evaluates best execution; the method and basis for selecting and evaluating the broker-dealers used; and any anticipated
 
34

BLUE CURRENT GLOBAL DIVIDEND FUND
DISCLOSURE REGARDING APPROVAL OF INVESTMENT
ADVISORY AGREEMENT (Unaudited) (Continued)

 
allocation of portfolio business to persons affiliated with the Adviser. After further review and discussion, the Board determined that the Adviser’s practices regarding brokerage and portfolio transactions were 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 Fund, the Adviser’s process for allocating trades among its different clients, and the substance and administration of the Adviser’s Code of Ethics. Following further consideration and discussion, the Board found that the Adviser’s standards and practices relating to the identification and mitigation of potential conflicts of interests were satisfactory.
 
Conclusion
After full consideration of the above factors as well as other factors, the Board unanimously concluded that continuance of the Investment Advisory Agreement was in the best interests of each of the Fund and its shareholders. It was noted that in the Trustees’ deliberation regarding the approval of the renewal of the Investment Advisory Agreement, the Trustees did not identify any particular information or factor that was all-important or controlling, and that each individual Trustee may have attributed different weights to the various factors noted above.
 
35

 
 
 
 
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CASTLEMAINE FUNDS
 
Castlemaine Emerging Markets Opportunities Fund (CNEMX)
 
Castlemaine Event Driven Fund (CNEVX)
 
Castlemaine Long/Short Fund (CNLSX)
 
Castlemaine Market Neutral Fund (CNMNX)
 
Castlemaine Multi-Strategy Fund (CNMSX)
 
Annual Report
 
August 31, 2017

CASTLEMAINE FUNDS
LETTER TO SHAREHOLDERS
August 31, 2017
 
Dear Shareholders,
 
This is the Annual Report to Shareholders of Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund, and Castlemaine Multi-Strategy Fund, (collectively, the “Castlemaine Funds”) for the period August 31, 2016 through August 31, 2017. On behalf of the investment manager, Castlemaine LLC (the “Adviser”), we would like to thank you for your continued investment in the funds.
 
Over the past year Castlemaine Market Neutral has outperformed its benchmark and its relevant MorningStar Category average, and since inception Emerging Markets has outperformed both as well.
 
Castlemaine Funds Performance vs. benchmarks since inception (December 29, 2016) - August 31, 2017
Emerging
Markets
Event
Driven
Long
Short
Market
Neutral
Multi
Strategy
 
CNEMX
CNEVX
CNLSX
CNMNX
CNMSX
Performance Since Inception
8.15%
11.52%
-0.70%
12.60%
5.10%
— Relevant HFRX Benchmark
4.39%
17.41%
4.92%
-3.08%
13.58%
Relevant MorningStar Category Group (2)
7.75%
3.01%
7.75%
3.09%
4.12%
 
Emerging
Markets
Event
Driven
Long
Short
Market
Neutral
Multi
Strategy
 
CNEMX
CNEVX
CNLSX
CNMNX
CNMSX
Performance Since Aug. 31, 2016
-0.87%
1.94%
-2.17%
9.96%
0.10%
— Relevant Benchmark (1)
4.85%
9.67%
7.60%
1.24%
8.56%
Relevant MorningStar Category Group (2)
7.60%
3.01%
7.60%
3.09%
3.04%
 
(1)
Benchmarks: HFRX Emerging Markets Composite, HFRX Event Driven Index, HFRX Equity Hedge Index, HFRX EH Market Neutral Index and HFRX EH Multi Strategy Index
(2)
MorningStar Category averages: MultiAlternative, Market Neutral (Includes Event Driven), and Equity Long Short (Includes Emerging Markets)
 
Market & Economic Conditions Summary
The past year has been full of surprises and unexpected outcomes starting with a surprise US presidential election victory by Donald Trump in November of 2016. The S&P500 subsequently rallied strongly over the past year not only making new record highs but also registering the lowest average annual volatility since 1993. The second fiscal quarter was the strongest period of performance for both broad markets and for most of our funds. The S&P500 rallied 7.5% from end-November 2016 through February 28, 2017, while the Castlemaine Long Short Fund registered a gain of 7.6%, for instance. Subsequently, in the 3rd and 4th fiscal quarters of 2017, while the S&P500 continued to grind higher we adopted a more conservative outlook which hindered performance across all of our funds. In March 2017 the US Federal Reserve once again raised interest rates
 
1
 

and our thinking going into the March to August period was that the draining of liquidity by the Federal Reserve would have a moderating effect on global markets. This however did not transpire. In fact since August 2016, the only meaningful S&P500 drawdown of about 2% occurred in October of 2016, during the first quarter when nerves leading up to the election were frayed. Crude oil and gold prices are essentially unchanged over the past year while US benchmark yields are all higher as the Federal Reserve has begun the normalization process. Overall its been an equally surprising year in terms of broad equity market performance.
 
The Castlemaine Funds are managed with a flexible investment approach and utilize alternative market hedging strategies which should result in lower overall risk without sacrificing market returns. Although each Castlemaine Fund is managed in accordance with its investment objectives, we nonetheless strive to provide a commonality of investment philosophy with an overlap of research and an incorporation of prudent risk budgeting.
 
Castlemaine Emerging Markets Opportunities Fund
The Castlemaine Emerging Markets Opportunities Fund seeks to provide high total return by normally investing in securities and other investments that are related to companies or governments economically tied to international emerging markets. The fund invests in long and short positions in securities, including common and preferred stocks, depositary receipts such as American Depositary Receipts (“ADRs”), ETFs, and warrants. The fund may also invest in foreign currency forward contracts (“forwards”) for both hedging and speculative purposes. The Adviser allocates the fund’s assets among different asset classes and markets using a macro-economic risk-allocation approach to portfolio construction. The fund’s asset allocation is derived from the Adviser’s view on global macro- economic factors such as central bank interest rate policies, economic growth, equity market risk factors, and political risks.
 
For the twelve months ended August 31, 2017, the Castlemaine Emerging Markets Opportunities Fund lost 0.87% compared to the HFRX Emerging Markets Index, which gained 4.85%%. Since inception the Castlemaine Emerging Markets Opportunities Fund has gained 8.15% versus the HFRX Emerging Markets Index which gained 4.39%. The top contributor to performance over the period was the fund’s early investment into top global lithium miner, Soquimich from Chile. Meanwhile, the largest loser over the period was the fund’s holding of Teva Pharmaceutical from Israel.
 
Castlemaine Event Driven Fund
The Castlemaine Event Driven Fund seeks capital appreciation through an event-driven strategy that primarily invests in long and short positions in equity securities undergoing event-driven situations, which may include: initial and seasoned equity offerings; extraordinary corporate transactions such as mergers, spin-offs, recapitalizations, tender offers, or other restructurings; upcoming critical dates for launches of new products; regulatory changes; analysts meetings; earnings announcements; covenant issues; bankruptcies; corporate reorganizations; shareholder activism; and significant management and external changes that dramatically change the firm’s profit margins. The fund seeks to invest in transactions with an identifiable event period and calculable
 
2

rates of return based on the Adviser’s appraisal of the “event-dynamics”. The Adviser uses a multi-factor model to create a system by which it assigns high reward/low risk investments.
 
For the twelve months ended August 31, 2017 the Castlemaine Event Driven Fund returned 1.94% compared to the HFRX Event Driven Index which was up 9.67%. Since inception the Castlemaine Event Driven Fund has gained 11.52% versus the HFRX Event Driven Index which gained 17.41%. Top contributors to performance over the period were situations involving takeovers in which the Fund held positions in underlying shares or call options such as Time Warner, Mobileye and Micron, for instance. The largest loser for the fund over the period was the failed activist involvement in Depomed.
 
Castlemaine Long/Short Fund
The Castlemaine Long/Short Fund seeks capital appreciation by primarily investing in long and short positions in equity securities. The fund may also invest in options and futures on securities. The Adviser allocates the fund’s assets among different asset classes and markets using a macro-economic risk-allocation approach to portfolio construction. The Adviser uses these factors to determine overall gross and net exposure to various assets and markets. The investment selection process is not limited to fundamental security considerations, but the Adviser takes long positions in companies and sectors that are increasing cash flow, improving operating margins, or growing top-line revenues, while taking short positions in those companies and sectors exhibiting a negative trend in the aforementioned fundamental factors. Usually, the fund’s portfolio will be net long, but it may at times invest substantially all of its assets in short positions in accordance with the Investment Company Act of 1940. This investment latitude allows the Adviser the flexibility in balancing the risk and return profile of the fund during bull markets (rising asset prices) and bear markets (falling asset prices).
 
For the twelve months ended August 31, 2017 the Castlemaine Long Short Fund lost 2.17% compared to the HFRX Equity Hedge Index, which gained 7.6%. Since inception the Castlemaine Long Short Fund has lost 0.70% versus the HFRX Equity Hedge Index which gained 4.92%. Our biggest gainer over the last year was Apple Computer and our largest loser was SM Energy.
 
Castlemaine Market Neutral Fund
The Castlemaine Market Neutral Fund seeks total return, consisting of income and capital appreciation by employing a market neutral investment strategy, which the fund defines as a strategy that attempts to create a portfolio that has a low correlation to the fluctuation in the general US equity markets. The Adviser seeks to implement this strategy by investing in long and short positions of equity securities and options on securities. The Adviser uses a macro-economic framework to determine gross and net exposure to various assets and markets. The Adviser generally seeks to build a portfolio of offsetting investments where securities are paired with other securities that often exhibit a high negative correlation of price movement. Therefore, as the value of securities markets increase (or decrease), the value of the paired assets will inversely decrease (or increase), which generates a market-neutral return. The fund’s portfolio will alternate between net long and net short exposure depending on market conditions. This investment latitude allows the Adviser to have the flexibility in balancing the risk and return profile of the fund.
 
3

For the twelve months ended August 31, 2017 the Castlemaine Market Neutral Fund returned 9.96% compared to the HFRX Market Neutral Index, which gained 1.24%. Since inception the Castlemaine Market Neutral Fund has gained 12.6% versus the HFRX Market Neutral Index which has lost 3.08%. Outperformance was driven by our exposure to Boeing and Apple Computer while our largest loser over the period was our hedge in volatility ETFs and put options.
 
Castlemaine Multi-Strategy Fund
The Castlemaine Multi-Strategy Fund seeks capital appreciation by using a flexible allocation strategy that includes both direct investments in securities and investments in affiliated and unaffiliated investment companies, including mutual funds, closed-end funds, and exchange-traded funds (“ETFs”), that employ various investment strategies as discussed below. Typically, the fund’s portfolio will consist of about 80% of its net assets invested in affiliated funds (i.e., investment companies advised by the Adviser), including Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund, and other funds that may be managed by the Adviser in the future. The balance of the fund’s portfolio will normally be invested in unaffiliated funds and directly in equity securities that provide exposure to other strategies.
 
For the twelve months ended August 31, 2017 the Castlemaine Multi Strategy Fund returned 0.1% compared to the HFRX Multi Strategy Equity Hedge Index, which gained 8.56%. Since inception the Castlemaine Multi Strategy Fund has gained 5.1% versus the HFRX Multi Strategy Equity Hedge Index which gained 13.58%. Our biggest gainer over the last year was our allocation to the Castlemaine Market Neutral Fund while our largest loser was our allocation to the Castlemaine Long Short Fund.
 
On behalf of the investment manager, Castlemaine LLC, we would like to thank you for your continued investment.
 
Sincerely,
 
Alfredo Viegas
Chief Investment Officer, Castlemaine LLC
 
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 1-888-594-0006.
 
An investor should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. The Fund’s prospectus contains this and other important information. To obtain a copy of the Fund’s prospectus please visit our website at www.apexcmfund.com or call 1-888-594-0006 and a copy will be sent to you free of charge. Please read the prospectus carefully before you invest. The Castlemaine Funds are distributed by Ultimus Fund Distributors, LLC.
 
4

This 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 portfolio 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 August 31, 2017, please see the Schedules of Investments and Schedules of Securities Sold Short sections of the annual report. The opinions of the Adviser with respect to those securities may change at any time.
 
Statements in the Letter to Shareholders that reflect projections or expectations for future financial or economic performance of the 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.
 
 
5

CASTLEMAINE EMERGING MARKETS OPPORTUNITIES FUND
PERFORMANCE INFORMATION
August 31, 2017 (Unaudited)

 
Comparison of the Change in Value of a $1,000,000 Investment in
Castlemaine Emerging Markets Opportunities Fund versus the
HFRX Emerging Markets Composite Index
 
Average Annual Total Returns
For Periods Ended August 31, 2017
 
1 Year
Since
Inception
(b)
 
Castlemaine Emerging Markets Opportunities Fund(a)
(0.87%)
4.79%
 
HFRX Emerging Markets Composite Index
4.85%
2.60%
 
 
(a)
The total returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares.
(b)
The Fund commenced operations on December 29, 2015.
 
6

CASTLEMAINE EVENT DRIVEN FUND
PERFORMANCE INFORMATION
August 31, 2017 (Unaudited)

 
Comparison of the Change in Value of a $1,000,000 Investment in
Castlemaine Event Driven Fund versus
the HFRX Event Driven Index
 
Average Annual Total Returns
For Periods Ended August 31, 2017
 
1 Year
Since
Inception
(b)
 
Castlemaine Event Driven Fund(a)
1.94%
6.73%
 
HFRX Event Driven Index
9.67%
10.06%
 
 
(a)
The total returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares.
(b)
The Fund commenced operations on December 29, 2015.
 
7

CASTLEMAINE LONG/SHORT FUND
PERFORMANCE INFORMATION
August 31, 2017 (Unaudited)

 
Comparison of the Change in Value of a $1,000,000 Investment in
Castlemaine Long/Short Fund versus
the HFRX Equity Hedge Index
 
Average Annual Total Returns
For Periods Ended August 31, 2017
 
1 Year
Since
Inception
(b)
 
Castlemaine Long/Short Fund(a)
(2.17%)
(0.42%)
 
HFRX Equity Hedge Index
7.60%
2.91%
 
 
(a)
The total returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares.
(b)
The Fund commenced operations on December 29, 2015.
   
 
8

CASTLEMAINE MARKET NEUTRAL FUND
PERFORMANCE INFORMATION
August 31, 2017 (Unaudited)

 
Comparison of the Change in Value of a $1,000,000 Investment in
Castlemaine Market Neutral Fund versus the
HFRX EH: Equity Market Neutral Index
 
Average Annual Total Returns
For Periods Ended August 31, 2017
      
1 Year
Since
Inception
(b)
        
Castlemaine Market Neutral Fund(a)
9.96%
7.35%
     
HFRX EH: Equity Market Neutral Index
1.24%
(1.85%)
      
 
(a)
The total returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares.
(b)
The Fund commenced operations on December 29, 2015.
   
 
9

CASTLEMAINE MULTI-STRATEGY FUND
PERFORMANCE INFORMATION
August 31, 2017 (Unaudited)

 
Comparison of the Change in Value of a $10,000 Investment in
Castlemaine Multi-Strategy Fund versus
the HFRX EH: Multi-Strategy Index
 
Average Annual Total Returns
For Periods Ended August 31, 2017
 
1 Year
Since
Inception
(b)
 
Castlemaine Multi-Strategy Fund(a)
0.10%
3.02%
 
HFRX EH: Multi-Strategy Index
8.56%
7.90%
 
 
(a)
The total returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares.
(b)
The Fund commenced operations on December 29, 2015.
   
 
10

CASTLEMAINE EMERGING MARKETS OPPORTUNITIES FUND
PORTFOLIO INFORMATION
August 31, 2017 (Unaudited)

 
Net Sector Exposure*
 
*
The net percentages are computed by taking the net dollar exposure, including short positions, and dividing by the net assets of the Fund. Consequently, the percentages will not total to 100%.
 
Top 10 Long Equity Holdings
Security Description
% of
Net Assets
CEMEX, S.A.B. de C.V. - ADR
5.7%
China Mobile Ltd. - ADR
5.3%
Banco Macro S.A. - ADR
4.0%
Gold Fields Ltd. - ADR
3.8%
YPF S.A. - ADR
3.6%
AngloGold Ashanti Ltd. - ADR
3.5%
Silicon Motion Technology Corporation - ADR
3.5%
iShares MSCI Mexico Capped ETF
3.5%
Cia de Minas Buenaventura S.A.A. - ADR
3.1%
Fomento Economico Mexicano, S.A.B. de C.V. - ADR
3.1%
 
All Short Equity Holdings
Security Description
% of
Net Assets
PT Telekomunikasi Indonesia Tbk - ADR
(2.7%)
América Móvil S.A.B. de C.V. - Series L - ADR
(2.2%)
iShares MSCI Hong Kong ETF
(1.9%)
iShares MSCI Turkey ETF
(1.8%)
POSCO - ADR
(1.8%)
VanEck Vectors Russia ETF
(1.6%)
Grupo Televisa S.A. - ADR
(1.6%)
Fibria Celulose S.A. - ADR
(1.5%)
11

CASTLEMAINE EVENT DRIVEN FUND
PORTFOLIO INFORMATION
August 31, 2017 (Unaudited)

 
Net Sector Exposure*
 
*
The net percentages are computed by taking the net dollar exposure, including short positions, and dividing by the net assets of the Fund. Consequently, the percentages will not total to 100%.
 
Top 10 Long Equity Holdings
Security Description
% of
Net Assets
Gilead Sciences, Inc.
4.4%
NXP Semiconductors N.V.
4.2%
Time Warner, Inc.
3.8%
Scripps Networks Interactive, Inc. - Class A
3.2%
Cypress Semiconductor Corporation
3.1%
Charter Communications, Inc. - Class A
3.0%
Rockwell Collins, Inc.
2.9%
Ply Gem Holdings, Inc.
2.9%
BioMarin Pharmaceutical, Inc.
2.7%
Westar Energy, Inc.
2.7%
 
All Short Equity Holdings
Security Description
% of
Net Assets
SPDR Dow Jones Industrial Average ETF Trust
(6.5%)
Verizon Communications, Inc.
(2.2%)
iShares Russell 2000 ETF
(2.1%)
 
12

CASTLEMAINE LONG/SHORT FUND
PORTFOLIO INFORMATION
August 31, 2017 (Unaudited)

 
Net Sector Exposure*
 
*
The net percentages are computed by taking the net dollar exposure, including short positions, and dividing by the net assets of the Fund. Consequently, the percentages will not total to 100%.
 
Top 10 Long Equity Holdings
Security Description
% of
Net Assets
Amgen, Inc.
6.0%
Apple, Inc.
5.5%
Gilead Sciences, Inc.
4.9%
Rio Tinto plc - ADR
4.1%
BHP Billiton Ltd. - ADR
3.7%
Corning, Inc.
3.6%
JetBlue Airways Corporation
3.3%
Seagate Technology plc
3.2%
DHT Holdings, Inc.
3.1%
Vulcan Materials Company
3.0%
 
Top 10 Short Equity Holdings
Security Description
% of
Net Assets
SPDR Dow Jones Industrial Average ETF Trust
(5.5%)
AvalonBay Communities, Inc.
(4.7%)
CarMax, Inc.
(2.8%)
iShares Russell 2000 ETF
(2.4%)
Allstate Corporation (The)
(2.3%)
Signet Jewelers Ltd.
(2.1%)
Verizon Communications, Inc.
(2.0%)
Caterpillar, Inc.
(2.0%)
Progressive Corporation (The)
(1.5%)
Comcast Corporation - Class A
(1.4%)
13

CASTLEMAINE MARKET NEUTRAL FUND
PORTFOLIO INFORMATION
August 31, 2017 (Unaudited)

 
Net Sector Exposure*
 
*
The net percentages are computed by taking the net dollar exposure, including short positions, and dividing by the net assets of the Fund. Consequently, the percentages will not total to 100%.
 
Top 10 Long Equity Holdings
Security Description
% of
Net Assets
Boeing Company (The)
7.1%
Amgen, Inc.
5.3%
Apple, Inc.
4.9%
Corning, Inc.
4.2%
Raytheon Company
4.0%
iShares iBoxx $ High Yield Corporate Bond ETF
3.9%
Rio Tinto plc - ADR
3.6%
Cisco Systems, Inc.
3.6%
BHP Billiton Ltd. - ADR
3.2%
Gilead Sciences, Inc.
3.1%
 
Top 10 Short Equity Holdings
Security Description
% of
Net Assets
Boeing Company (The)
(7.1%)
iShares Russell 2000 ETF
(5.2%)
SPDR Dow Jones Industrial Average ETF Trust
(3.2%)
AvalonBay Communities, Inc.
(2.8%)
Tesla, Inc.
(2.6%)
CarMax, Inc.
(2.5%)
iShares North American Tech-Software ETF
(2.2%)
Verizon Communications, Inc.
(2.1%)
Allstate Corporation (The)
(2.0%)
Caterpillar, Inc.
(1.8%)
 
14

CASTLEMAINE MULTI-STRATEGY FUND
PORTFOLIO INFORMATION
August 31, 2017 (Unaudited)

 
Investment Strategy Allocation
 
All Long Equity Holdings
Security Description
% of
Net Assets
Castlemaine Market Neutral Fund
21.4%
Castlemaine Event Driven Fund
21.2%
Castlemaine Emerging Markets Opportunities Fund
20.6%
Castlemaine Long/Short Fund
18.9%
iShares iBoxx $ High Yield Corporate Bond ETF
7.6%
iShares TIPS Bond ETF
3.3%
Deutsche Xtrackers MSCI Europe Hedged Equity ETF
1.3%
 
15

CASTLEMAINE EMERGING MARKETS OPPORTUNITIES FUND
SCHEDULE OF INVESTMENTS
August 31, 2017
 
COMMON STOCKS — 88.1%
 
Shares
   
Value
 
Consumer Discretionary — 4.1%
           
Automobiles — 1.6%
           
Tata Motors Ltd. - ADR (a)
   
700
   
$
20,902
 
                 
Internet & Direct Marketing Retail — 2.5%
               
Vipshop Holdings Ltd. - ADR (a)
   
3,500
     
32,585
 
                 
Consumer Staples — 4.1%
               
Beverages — 4.1%
               
Ambev S.A. - ADR
   
2,000
     
12,520
 
Fomento Economico Mexicano, S.A.B. de C.V. - ADR (b)
   
400
     
40,024
 
             
52,544
 
Energy — 9.9%
               
Oil, Gas & Consumable Fuels — 9.9%
               
CNOOC Ltd. - ADR
   
300
     
36,465
 
PetroChina Company Ltd. - ADR
   
300
     
19,296
 
Petroleo Brasileiro S.A. - ADR (a)
   
3,000
     
26,940
 
YPF S.A. - ADR (b)
   
2,300
     
46,138
 
             
128,839
 
Financials — 10.6%
               
Banks — 9.3%
               
Banco Macro S.A. - ADR
   
500
     
51,905
 
Banco Santander Brasil S.A. - ADS
   
2,000
     
17,620
 
Grupo Financiero Santander México, S.A.B. de C.V. - Class B - ADR
   
2,000
     
20,620
 
ICICI Bank Ltd. - ADR
   
3,300
     
30,921
 
             
121,066
 
Insurance — 1.3%
               
China Life Insurance Company Ltd. - ADR
   
1,000
     
16,120
 
                 
Health Care — 3.8%
               
Pharmaceuticals — 3.8%
               
Dr. Reddy's Laboratories Ltd. - ADR (b)
   
800
     
25,752
 
Teva Pharmaceutical Industries Ltd. - ADR (b)
   
1,500
     
23,790
 
             
49,542
 
Industrials — 4.0%
               
Air Freight & Logistics — 2.1%
               
ZTO Express Cayman, Inc. - ADR (a)
   
2,000
     
27,300
 
                 
Airlines — 1.9%
               
Azul S.A. (a)
   
1,000
     
25,010
 
 
See accompanying notes to financial statements.
 
16

CASTLEMAINE EMERGING MARKETS OPPORTUNITIES FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 88.1% (Continued)
 
Shares
   
Value
 
Information Technology — 16.9%
           
Electronic Equipment Instruments & Components — 2.2%
           
LG Display Company Ltd. - ADR
   
2,000
   
$
27,940
 
                 
Internet Software & Services — 5.2%
               
Alibaba Group Holding Ltd. - ADR (a)
   
100
     
17,174
 
Baidu, Inc. - ADR (a)
   
100
     
22,805
 
NetEase, Inc. - ADR
   
100
     
27,584
 
             
67,563
 
IT Services — 1.7%
               
Infosys Ltd. - ADR
   
1,500
     
22,500
 
                 
Semiconductors & Semiconductor Equipment — 7.8%
               
Advanced Semiconductor Engineering, Inc. - ADR
   
3,000
     
18,300
 
Silicon Motion Technology Corporation - ADR
   
1,000
     
45,610
 
Taiwan Semiconductor Manufacturing Company Ltd. - ADR
   
1,000
     
36,970
 
             
100,880
 
Materials — 24.9%
               
Chemicals — 4.5%
               
Albemarle Corporation
   
300
     
34,878
 
Sociedad Quimica y Minera de Chile S.A. - ADR
   
500
     
23,465
 
             
58,343
 
Construction Materials — 5.7%
               
CEMEX, S.A.B. de C.V. - ADR (a)
   
8,000
     
74,480
 
                 
Metals & Mining — 14.7%
               
AngloGold Ashanti Ltd. - ADR
   
4,500
     
45,630
 
Cia de Minas Buenaventura S.A.A. - ADR
   
3,000
     
40,290
 
Gerdau S.A. - ADR
   
8,000
     
29,680
 
Gold Fields Ltd. - ADR
   
11,000
     
49,060
 
Sibanye Gold Ltd. - ADR
   
4,066
     
26,023
 
             
190,683
 
Real Estate — 1.5%
               
Real Estate Management & Development — 1.5%
               
Cresud S.A.C.I.F. y A. - ADR (a)
   
1,000
     
19,300
 
                 
Telecommunication Services — 8.3%
               
Diversified Telecommunication Services — 3.0%
               
Telefonica Brasil S.A. - ADR
   
2,500
     
38,500
 
 
See accompanying notes to financial statements.
 
17

CASTLEMAINE EMERGING MARKETS OPPORTUNITIES FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 88.1% (Continued)
 
Shares
   
Value
 
Telecommunication Services — 8.3% (Continued)
           
Wireless Telecommunication Services — 5.3%
           
China Mobile Ltd. - ADR (b)
   
1,300
   
$
69,004
 
                 
Total Common Stocks (Cost $1,046,417)
         
$
1,143,101
 
   
EXCHANGE-TRADED FUNDS — 7.5%
 
Shares
   
Value
 
Direxion Daily MSCI Brazil Bull 3X Shares (a)
   
500
   
$
20,540
 
iShares MSCI Mexico Capped ETF (b)
   
800
     
45,176
 
iShares MSCI South Africa ETF (b)
   
500
     
31,260
 
Total Exchange-Traded Funds (Cost $77,478)
         
$
96,976
 
 
PURCHASED OPTION CONTRACTS — 1.4%
Expiration Date
 
Strike
Price
   
Contracts
   
Value
 
Call Option Contracts — 1.1%
                   
10-Year U.S. Treasury Note Future
10/27/17
 
$
127.00
     
5
   
$
3,906
 
Alibaba Group Holding Ltd.
09/15/17
   
165.00
     
5
     
3,970
 
Crude Oil Future
10/17/17
   
55.00
     
4
     
840
 
Ctrip.com International Ltd.
09/15/17
   
60.00
     
30
     
75
 
Infosys Ltd.
09/15/17
   
15.00
     
20
     
480
 
iShares MSCI Emerging Markets Index Fund
09/15/17
   
44.00
     
30
     
3,000
 
NetEase, Inc.
09/15/17
   
300.00
     
15
     
675
 
Petroleo Brasileiro S.A.
10/20/17
   
9.00
     
25
     
1,075
 
Teva Pharmaceutical Industries Ltd.
09/15/17
   
32.50
     
20
     
40
 
Teva Pharmaceutical Industries Ltd.
03/16/18
   
30.00
     
50
     
425
 
                       
14,486
 
Put Option Contracts — 0.3%
                         
E-Mini S&P 500 Future
09/15/17
   
2,300.00
     
8
     
320
 
iShares MSCI South Korea Index Fund
09/15/17
   
65.00
     
10
     
240
 
iShares MSCI South Korea Index Fund
10/20/17
   
66.00
     
10
     
1,070
 
SPDR S&P 500 ETF Trust
10/20/17
   
239.00
     
10
     
1,630
 
                       
3,260
 
Total Purchased Option Contracts (Cost $25,549)
                   
$
17,746
 
 
See accompanying notes to financial statements.
 
18

CASTLEMAINE EMERGING MARKETS OPPORTUNITIES FUND
SCHEDULE OF INVESTMENTS (Continued)
 
U.S. TREASURY OBLIGATIONS — 9.6%
Maturity
 
Coupon
   
Par Value
   
Value
 
U.S. Treasury Bills (b)(c) (Cost $124,855)
10/19/17
   
0.453%
 
 
$
125,000
   
$
124,814
 
           
Total Investments at Value — 106.6% (Cost $1,274,299)
   
$
1,382,637
 
           
Liabilities in Excess of Other Assets (d)  (6.6%)
     
(84,982
)
           
Net Assets — 100.0%
   
$
1,297,655
 
 
ADR - American Depositary Receipt.
ADS - American Depositary Shares.
(a)
Non-income producing security.
(b)
All or a portion of the shares have been committed as collateral for open short positions.
(c)
Rate shown is the annualized yield at time of purchase, not a coupon rate.
(d)
Includes cash held as margin deposits for open short positions.
See accompanying notes to financial statements.
 
19

CASTLEMAINE EMERGING MARKETS OPPORTUNITIES FUND
SUMMARY OF COMMON STOCKS & ETFs BY COUNTRY
August 31, 2017
 
Country
 
Value
   
% of
Net Assets
 
Mexico
 
$
180,300
     
13.9
%
Brazil
   
170,810
     
13.2
%
South Africa
   
151,973
     
11.7
%
Argentina
   
117,343
     
9.1
%
Cayman Islands
   
105,495
     
8.1
%
Hong Kong
   
105,469
     
8.1
%
China
   
102,979
     
7.9
%
India
   
100,075
     
7.7
%
Taiwan Province of China
   
55,270
     
4.3
%
Peru
   
40,290
     
3.1
%
United States
   
34,878
     
2.7
%
Korea (Republic of)
   
27,940
     
2.2
%
Israel
   
23,790
     
1.8
%
Chile
   
23,465
     
1.8
%
   
$
1,240,077
     
95.6
%
 
See accompanying notes to financial statements.
 
20

CASTLEMAINE EMERGING MARKETS OPPORTUNITIES FUND
SCHEDULE OF SECURITIES SOLD SHORT
August 31, 2017
 
COMMON STOCKS — 9.8%
 
Shares
   
Value
 
Consumer Discretionary — 1.6%
           
Media — 1.6%
           
Grupo Televisa S.A. - ADR
   
800
   
$
20,664
 
                 
Materials — 3.3%
               
Metals & Mining — 1.8%
               
POSCO - ADR
   
300
     
22,686
 
                 
Paper & Forest Products — 1.5%
               
Fibria Celulose S.A. - ADR
   
1,500
     
19,740
 
                 
Telecommunication Services — 4.9%
               
Diversified Telecommunication Services — 2.7%
               
PT Telekomunikasi Indonesia Tbk - ADR
   
1,000
     
35,320
 
                 
Wireless Telecommunication Services — 2.2%
               
América Móvil S.A.B. de C.V. - Series L - ADR
   
1,500
     
28,020
 
                 
Total Common Stocks (Proceeds $125,385)
         
$
126,430
 
 
EXCHANGE-TRADED FUNDS — 5.3%
 
Shares
     
Value
  
iShares MSCI Hong Kong ETF
   
1,000
   
$
24,690
 
iShares MSCI Turkey ETF
   
500
     
23,120
 
VanEck Vectors Russia ETF
   
1,000
     
21,320
 
Total Exchange-Traded Funds (Proceeds $61,017)
         
$
69,130
 
                 
Total Securities Sold Short — 15.1% (Proceeds $186,402)
         
$
195,560
 
 
ADR - American Depositary Receipt.
See accompanying notes to financial statements.
 
21

CASTLEMAINE EMERGING MARKETS OPPORTUNITIES FUND
SUMMARY OF COMMON STOCKS & ETFs SOLD SHORT BY COUNTRY
August 31, 2017
 
Country
 
Value
   
% of
Net Assets
 
Mexico
 
$
48,684
     
3.8
%
Indonesia
   
35,320
     
2.7
%
Hong Kong
   
24,690
     
1.9
%
Turkey
   
23,120
     
1.8
%
Korea (Republic of)
   
22,686
     
1.8
%
Russia
   
21,320
     
1.6
%
Brazil
   
19,740
     
1.5
%
   
$
195,560
     
15.1
%
 
See accompanying notes to financial statements.
 
22

CASTLEMAINE EVENT DRIVEN FUND
SCHEDULE OF INVESTMENTS
August 31, 2017
 
COMMON STOCKS — 92.8%
 
Shares
   
Value
 
Consumer Discretionary — 26.1%
           
Household Durables — 1.5%
           
Sony Corporation - ADR
   
500
   
$
19,815
 
                 
Media — 20.4%
               
AMC Entertainment Holdings, Inc. - Class A
   
1,500
     
20,100
 
Charter Communications, Inc. - Class A (a)
   
100
     
39,854
 
Discovery Communications, Inc. - Series A (a)
   
1,000
     
22,210
 
Lions Gate Entertainment Corporation - Class A (a)
   
800
     
23,784
 
MSG Networks, Inc. - Class A (a)
   
1,000
     
21,450
 
Nexstar Media Group, Inc. - Class A
   
400
     
24,080
 
Scripps Networks Interactive, Inc. - Class A
   
500
     
42,825
 
Time Warner, Inc.
   
500
     
50,550
 
tronc, Inc. (a)
   
1,900
     
27,569
 
             
272,422
 
Multi-Line Retail — 2.3%
               
Macy's, Inc.
   
1,500
     
31,155
 
                 
Specialty Retail — 1.9%
               
Staples, Inc.
   
2,500
     
25,538
 
                 
Consumer Staples — 3.0%
               
Food & Staples Retailing — 0.9%
               
Sprouts Farmers Market, Inc. (a)
   
600
     
11,964
 
                 
Household Products — 2.1%
               
Colgate-Palmolive Company
   
400
     
28,656
 
                 
Energy — 2.5%
               
Oil, Gas & Consumable Fuels — 2.5%
               
Cenovus Energy, Inc.
   
2,000
     
15,640
 
Occidental Petroleum Corporation
   
300
     
17,910
 
             
33,550
 
Health Care — 21.0%
               
Biotechnology — 18.6%
               
Actelion Ltd. - ADR
   
300
     
20,877
 
Amgen, Inc.
   
200
     
35,554
 
Axovant Sciences Ltd. (a)
   
500
     
10,000
 
BioMarin Pharmaceutical, Inc. (a)
   
400
     
36,076
 
Clovis Oncology, Inc. (a)
   
300
     
22,821
 
Editas Medicine, Inc. (a)
   
500
     
10,555
 
 
See accompanying notes to financial statements.
 
23

CASTLEMAINE EVENT DRIVEN FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 92.8% (Continued)
 
Shares
   
Value
 
Health Care — 21.0% (Continued)
           
Biotechnology — 18.6% (Continued)
           
Gilead Sciences, Inc. (b)(c)
   
700
   
$
58,597
 
Heron Therapeutics, Inc. (a)
   
1,300
     
21,450
 
Incyte Corporation (a)
   
100
     
13,741
 
Sarepta Therapeutics, Inc. (a)
   
500
     
20,145
 
             
249,816
 
Pharmaceuticals — 2.4%
               
Teva Pharmaceutical Industries Ltd. - ADR
   
2,000
     
31,720
 
                 
Industrials — 8.5%
               
Aerospace & Defense — 5.6%
               
Rockwell Collins, Inc. (c)
   
300
     
39,315
 
United Technologies Corporation (b)
   
300
     
35,916
 
             
75,231
 
Building Products — 2.9%
               
Ply Gem Holdings, Inc. (a)
   
2,500
     
38,875
 
                 
Information Technology — 16.7%
               
Communications Equipment — 1.8%
               
Applied Optoelectronics, Inc. (a)
   
400
     
23,648
 
                 
Internet Software & Services — 1.3%
               
Twitter, Inc. (a)
   
1,000
     
16,910
 
                 
Semiconductors & Semiconductor Equipment — 11.9%
               
Advanced Micro Devices, Inc. (a)
   
1,500
     
19,500
 
Cypress Semiconductor Corporation
   
3,000
     
41,070
 
Marvell Technology Group Ltd.
   
1,500
     
26,865
 
Micron Technology, Inc. (a)
   
500
     
15,985
 
NXP Semiconductors N.V. (a)
   
500
     
56,480
 
             
159,900
 
Software — 1.7%
               
Citrix Systems, Inc. (a)
   
300
     
23,463
 
                 
Materials — 4.5%
               
Metals & Mining — 4.5%
               
Pretium Resources, Inc. (a)
   
1,500
     
12,450
 
Sibanye Gold Ltd. - ADR
   
3,066
     
19,622
 
Steel Dynamics, Inc.
   
800
     
27,560
 
             
59,632
 
 
See accompanying notes to financial statements.
 
24

CASTLEMAINE EVENT DRIVEN FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 92.8% (Continued)
 
Shares
   
Value
 
Telecommunication Services — 5.3%
           
Diversified Telecommunication Services — 1.0%
           
Globalstar, Inc. (a)
   
7,000
   
$
13,440
 
                 
Wireless Telecommunication Services — 4.3%
               
Sprint Corporation (a)
   
3,000
     
24,750
 
T-Mobile US, Inc. (a)
   
500
     
32,355
 
             
57,105
 
Utilities — 5.2%
               
Electric Utilities — 2.7%
               
Westar Energy, Inc.
   
700
     
35,917
 
                 
Independent Power and Renewable Electricity Producers — 2.5%
               
Calpine Corporation (a)
   
2,300
     
33,810
 
                 
Total Common Stocks (Cost $1,181,819)
         
$
1,242,567
 
 
RIGHTS — 0.0%
 
Shares
   
Value
 
InterOil Corporation – CRP (a)(d)
   
300
   
$
0
 
Media General, Inc. – CVR (a)(d)
   
4,000
     
0
 
Total Rights (Cost $1,129)
         
$
0
 
 
See accompanying notes to financial statements.
 
25

CASTLEMAINE EVENT DRIVEN FUND
SCHEDULE OF INVESTMENTS (Continued)
 
PURCHASED OPTION CONTRACTS — 2.5%
Expiration Date
 
Strike
Price
   
Contracts
   
Value
 
Call Option Contracts — 2.2%
                   
10-Year U.S. Treasury Note Future
10/27/17
 
$
127.00
     
5
   
$
3,906
 
AMC Entertainment Holdings, Inc.
03/16/18
   
20.00
     
35
     
2,100
 
Apache Corporation
10/20/17
   
45.00
     
10
     
220
 
Bristol-Myers Squibb Company
09/15/17
   
55.00
     
15
     
8,280
 
Citrix Systems, Inc.
09/15/17
   
85.00
     
5
     
38
 
Clovis Oncology, Inc.
09/15/17
   
90.00
     
20
     
1,380
 
Crude Oil Future
10/17/17
   
55.00
     
4
     
840
 
Cypress Semiconductor Corporation
10/20/17
   
13.00
     
20
     
2,250
 
Energous Corporation
11/17/17
   
20.00
     
10
     
300
 
Macy's, Inc.
09/15/17
   
27.00
     
50
     
50
 
Marvell Technology Group Ltd.
09/15/17
   
16.00
     
15
     
2,865
 
Micron Technology, Inc.
09/15/17
   
34.00
     
10
     
250
 
Nexstar Media Group, Inc.
09/15/17
   
65.00
     
10
     
225
 
NXP Semiconductors N.V.
09/15/17
   
115.00
     
45
     
2,350
 
Occidental Petroleum Corporation
09/15/17
   
60.00
     
15
     
750
 
Rockwell Collins, Inc. (c)
09/15/17
   
130.00
     
5
     
1,700
 
Sarepta Therapeutics, Inc.
09/15/17
   
45.00
     
20
     
1,200
 
Southwest Airlines Company
12/15/17
   
60.00
     
15
     
1,050
 
                       
29,754
 
Put Option Contracts — 0.3%
                         
E-Mini S&P 500 Future
09/15/17
   
2,300.00
     
8
     
320
 
iShares Russell 2000 Index Fund
09/15/17
   
135.00
     
15
     
480
 
SPDR S&P 500 ETF Trust
10/20/17
   
239.00
     
20
     
3,260
 
                       
4,060
 
Total Purchased Option Contracts (Cost $37,203)
                   
$
33,814
 
 
See accompanying notes to financial statements.
 
26

CASTLEMAINE EVENT DRIVEN FUND
SCHEDULE OF INVESTMENTS (Continued)
 
U.S. TREASURY OBLIGATIONS — 7.5%
Maturity
 
Coupon
   
Par Value
   
Value
 
U.S. Treasury Bills (b)(e) (Cost $99,884)
10/19/17
   
0.435%
 
 
$
100,000
   
$
99,851
 
           
Total Investments at Value — 102.8% (Cost $1,320,035)
   
$
1,376,232
 
           
Liabilities in Excess of Other Assets (f)  (2.8%)
     
(37,838
)
           
Net Assets — 100.0%
   
$
1,338,394
 
 
ADR - American Depositary Receipt.
CRP - Contingent Resource Payment.
CVR - Contingent Value Right.
(a)
Non-income producing security.
(b)
All or a portion of the shares have been committed as collateral for open short positions.
(c)
All or a portion of the security covers written option contracts.
(d)
Security value has been determined in good faith pursuant to procedures adopted by the Board of Trustees. The total value of such securities is $0 at August 31, 2017, representing 0.0% of net assets (Note 2).
(e)
Rate shown is the annualized yield at time of purchase, not a coupon rate.
(f)
Includes cash held as margin deposits for open short positions.
See accompanying notes to financial statements.
 
 
27
 

CASTLEMAINE EVENT DRIVEN FUND
SCHEDULE OF SECURITIES SOLD SHORT
August 31, 2017
 
COMMON STOCKS — 2.2%
 
Shares
   
Value
 
Telecommunication Services — 2.2%
           
Diversified Telecommunication Services — 2.2%
           
Verizon Communications, Inc. (Proceeds $28,986)
   
600
   
$
28,782
 
 
EXCHANGE-TRADED FUNDS — 8.6%
 
Shares
   
Value
 
iShares Russell 2000 ETF
   
200
   
$
27,946
 
SPDR Dow Jones Industrial Average ETF Trust
   
400
     
87,808
 
Total Exchange-Traded Funds (Proceeds $115,678)
           
115,754
 
                 
Total Securities Sold Short — 10.8% (Proceeds $144,664)
         
$
144,536
 
 
CASTLEMAINE EVENT DRIVEN FUND
SCHEDULE OF OPEN WRITTEN OPTION CONTRACTS
August 31, 2017
 
WRITTEN OPTION CONTRACTS
 
Contracts
   
Notional
Value
   
Strike
Price
 
Expiration
Date
 
Value of Options
 
Call Option Contracts
                         
Gilead Sciences, Inc.
   
5
   
$
41,855
   
$
80.00
 
09/15/17
 
$
2,025
 
Rockwell Collins, Inc.
   
5
     
65,525
     
140.00
 
09/15/17
   
125
 
Total Written Option Contracts (Premiums $683)
     
$
107,380
              
$
2,150
 
 
See accompanying notes to financial statements.
 
28

CASTLEMAINE LONG/SHORT FUND
SCHEDULE OF INVESTMENTS
August 31, 2017
 
COMMON STOCKS — 94.8%
 
Shares
   
Value
 
Consumer Discretionary — 10.9%
           
Household Durables — 8.1%
           
Beazer Homes USA, Inc. (a)(b)
   
2,000
   
$
29,820
 
CalAtlantic Group, Inc.
   
1,000
     
34,750
 
Sony Corporation - ADR
   
800
     
31,704
 
             
96,274
 
Media — 2.8%
               
Lions Gate Entertainment Corporation - Class A (a)
   
800
     
23,784
 
Walt Disney Company (The)
   
100
     
10,120
 
             
33,904
 
Consumer Staples — 2.8%
               
Food Products — 2.8%
               
Archer-Daniels-Midland Company
   
400
     
16,528
 
Conagra Brands, Inc.
   
500
     
16,230
 
             
32,758
 
Energy — 11.5%
               
Energy Equipment & Services — 2.1%
               
Schlumberger Ltd.
   
400
     
25,404
 
                 
Oil, Gas & Consumable Fuels — 9.4%
               
Apache Corporation
   
700
     
27,188
 
DHT Holdings, Inc.
   
10,000
     
37,500
 
Gener8 Maritime, Inc. (a)
   
6,000
     
27,000
 
SM Energy Company
   
1,500
     
20,040
 
             
111,728
 
Financials — 1.2%
               
Banks — 1.2%
               
Webster Financial Corporation
   
300
     
14,004
 
                 
Health Care — 19.4%
               
Biotechnology — 19.4%
               
Amgen, Inc.
   
400
     
71,108
 
Biogen, Inc. (a)
   
100
     
31,656
 
BioMarin Pharmaceutical, Inc. (a)
   
300
     
27,057
 
Clovis Oncology, Inc. (a)
   
200
     
15,214
 
Gilead Sciences, Inc. (b)(c)
   
700
     
58,597
 
Incyte Corporation (a)
   
200
     
27,482
 
             
231,114
 
Industrials — 7.7%
               
Aerospace & Defense — 1.5%
               
Raytheon Company
   
100
     
18,201
 
 
See accompanying notes to financial statements.
 
29

CASTLEMAINE LONG/SHORT FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 94.8% (Continued)
 
Shares
   
Value
 
Industrials — 7.7% (Continued)
           
Airlines — 4.2%
           
JetBlue Airways Corporation (a)
   
2,000
   
$
39,620
 
Southwest Airlines Company
   
200
     
10,428
 
             
50,048
 
Building Products — 2.0%
               
USG Corporation (a)
   
800
     
24,000
 
                 
Information Technology — 21.1%
               
Electronic Equipment, Instruments & Components — 3.6%
               
Corning, Inc.
   
1,500
     
43,140
 
                 
Semiconductors & Semiconductor Equipment — 8.8%
               
Advanced Micro Devices, Inc. (a)
   
1,500
     
19,500
 
Cypress Semiconductor Corporation
   
2,000
     
27,380
 
Marvell Technology Group Ltd.
   
1,500
     
26,865
 
Micron Technology, Inc. (a)
   
500
     
15,985
 
QUALCOMM, Inc.
   
300
     
15,681
 
             
105,411
 
Technology Hardware, Storage & Peripherals — 8.7%
               
Apple, Inc. (c)
   
400
     
65,600
 
Seagate Technology plc
   
1,200
     
37,836
 
             
103,436
 
Materials — 16.8%
               
Chemicals — 2.0%
               
Albemarle Corporation
   
200
     
23,252
 
                 
Construction Materials — 3.0%
               
Vulcan Materials Company
   
300
     
36,378
 
                 
Metals & Mining — 11.8%
               
BHP Billiton Ltd. - ADR (c)
   
1,000
     
43,500
 
Nucor Corporation
   
400
     
22,044
 
Pretium Resources, Inc. (a)
   
1,000
     
8,300
 
Rio Tinto plc - ADR (c)
   
1,000
     
49,080
 
Steel Dynamics, Inc.
   
500
     
17,225
 
             
140,149
 
Telecommunication Services — 3.4%
               
Diversified Telecommunication Services — 2.3%
               
Level 3 Communications, Inc. (a)(c)
   
500
     
27,215
 
 
See accompanying notes to financial statements.
 
30

CASTLEMAINE LONG/SHORT FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 94.8% (Continued)
 
Shares
   
Value
 
Telecommunication Services — 3.4% (Continued)
           
Wireless Telecommunication Services — 1.1%
           
T-Mobile US, Inc. (a)
   
200
   
$
12,942
 
                 
Total Common Stocks (Cost $1,045,652)
         
$
1,129,358
 
 
EXCHANGE-TRADED FUNDS — 2.2%
 
Shares
   
Value
 
SPDR S&P Regional Banking ETF (Cost $26,992)
   
500
   
$
26,010
 
 
PURCHASED OPTION CONTRACTS — 3.2%
Expiration Date
 
Strike
Price
   
Contracts
   
Value
 
Call Option Contracts — 2.8%
                   
10-Year U.S. Treasury Note Future
10/27/17
 
$
127.00
     
5
   
$
3,906
 
Amgen, Inc.
09/15/17
   
180.00
     
5
     
715
 
Apache Corporation
10/20/17
   
45.00
     
20
     
440
 
Apple, Inc.
09/15/17
   
160.00
     
10
     
5,550
 
Apple, Inc.
09/15/17
   
170.00
     
10
     
890
 
Bristol-Myers Squibb Company
09/15/17
   
55.00
     
10
     
5,520
 
CenturyLink, Inc.
09/15/17
   
23.00
     
1
     
4
 
Clovis Oncology, Inc.
09/15/17
   
95.00
     
10
     
240
 
Corning, Inc.
09/15/17
   
30.00
     
10
     
60
 
Costco Wholesale Corporation
09/15/17
   
165.00
     
15
     
195
 
Crude Oil Future
09/15/17
   
60.00
     
20
     
200
 
Crude Oil Future
10/17/17
   
55.00
     
4
     
840
 
General Electric Company
09/15/17
   
26.00
     
25
     
75
 
Lowe's Companies, Inc.
10/20/17
   
80.00
     
25
     
875
 
Marvell Technology Group Ltd.
09/15/17
   
16.00
     
10
     
1,910
 
Micron Technology, Inc.
09/15/17
   
34.00
     
35
     
875
 
Mosaic Company (The)
09/15/17
   
25.00
     
20
     
80
 
Mosaic Company (The)
09/15/17
   
28.00
     
20
     
20
 
NXP Semiconductors N.V.
10/20/17
   
115.00
     
25
     
1,550
 
Occidental Petroleum Corporation
09/15/17
   
60.00
     
10
     
500
 
Seagate Technology plc
09/15/17
   
35.00
     
20
     
80
 
Spirit AeroSystems Holdings, Inc.
09/15/17
   
65.00
     
5
     
4,800
 
Teva Pharmaceutical Industries Ltd.
03/16/18
   
30.00
     
25
     
213
 
USG Corporation
09/15/17
   
29.00
     
25
     
3,750
 
                       
33,288
 
 
See accompanying notes to financial statements.
 
31

CASTLEMAINE LONG/SHORT FUND
SCHEDULE OF INVESTMENTS (Continued)
 
PURCHASED OPTION
CONTRACTS — 3.2% (Continued)
Expiration Date
 
Strike
Price
   
Contracts
   
Value
 
Put Option Contracts — 0.4%
                   
Comcast Corporation
09/15/17
 
$
40.00
     
15
   
$
495
 
E-Mini S&P 500 Future
09/15/17
   
2,300.00
     
8
     
320
 
iShares Russell 2000 Index Fund
09/15/17
   
135.00
     
15
     
480
 
SPDR S&P 500 ETF Trust
10/20/17
   
239.00
     
20
     
3,260
 
                       
4,555
 
Total Purchased Option Contracts (Cost $40,311)
                   
$
37,843
 
 
U.S. TREASURY OBLIGATIONS — 10.4%
Maturity
 
Coupon
   
Par Value
   
Value
 
U.S. Treasury Bills (c)(d) (Cost $124,855)
10/19/17
   
0.435%
 
 
$
125,000
   
$
124,814
 
           
Total Investments at Value — 110.6% (Cost $1,237,810)
   
$
1,318,025
 
           
Liabilities in Excess of Other Assets (e)  (10.6%)
     
(126,536
)
           
Net Assets — 100.0%
   
$
1,191,489
 
 
ADR - American Depositary Receipt.
(a)
Non-income producing security.
(b)
All or a portion of the security covers written option contracts.
(c)
All or a portion of the shares have been committed as collateral for open short positions.
(d)
Rate shown is the annualized yield at time of purchase, not a coupon rate.
(e)
Includes cash held as margin deposits for open short positions.
See accompanying notes to financial statements.
 
32

CASTLEMAINE LONG/SHORT FUND
SCHEDULE OF SECURITIES SOLD SHORT
August 31, 2017
 
COMMON STOCKS — 20.1%
 
Shares
   
Value
 
Consumer Discretionary — 6.3%
           
Media — 1.4%
           
Comcast Corporation - Class A
   
400
   
$
16,244
 
                 
Specialty Retail — 4.9%
               
CarMax, Inc.
   
500
     
33,575
 
Signet Jewelers Ltd.
   
400
     
25,228
 
             
58,803
 
Financials — 3.8%
               
Insurance — 3.8%
               
Allstate Corporation (The)
   
300
     
27,150
 
Progressive Corporation (The)
   
400
     
18,592
 
             
45,742
 
Industrials — 2.0%
               
Machinery — 2.0%
               
Caterpillar, Inc.
   
200
     
23,498
 
                 
Information Technology — 1.3%
               
Software — 1.3%
               
Oracle Corporation
   
300
     
15,099
 
                 
Real Estate — 4.7%
               
Equity Real Estate Investment Trusts (REITs) — 4.7%
               
AvalonBay Communities, Inc.
   
300
     
56,319
 
                 
Telecommunication Services — 2.0%
               
Diversified Telecommunication Services — 2.0%
               
Verizon Communications, Inc.
   
500
     
23,985
 
                 
Total Common Stocks (Proceeds $228,044)
         
$
239,690
 
 
EXCHANGE-TRADED FUNDS — 7.9%
 
Shares
   
Value
 
iShares Russell 2000 ETF
   
200
   
$
27,946
 
SPDR Dow Jones Industrial Average ETF Trust
   
300
     
65,856
 
Total Exchange-Traded Funds (Proceeds $93,960)
         
$
93,802
 
                 
Total Securities Sold Short — 28.0% (Proceeds $322,004)
         
$
333,492
 
 
See accompanying notes to financial statements.
 
33

CASTLEMAINE LONG/SHORT FUND
SCHEDULE OF OPEN WRITTEN OPTION CONTRACTS
August 31, 2017
 
WRITTEN OPTION CONTRACTS
 
Contracts
   
Notional
Value
   
Strike
Price
 
Expiration
Date
 
Value of Options
 
Call Option Contracts
                         
Beazer Homes USA, Inc.
   
20
   
$
29,820
   
$
16.00
 
09/15/17
 
$
200
 
Gilead Sciences, Inc.
   
5
     
41,855
     
80.00
 
09/15/17
   
2,025
 
Total Written Option Contracts (Premiums $797)
         
$
71,675
              
$
2,225
 
 
See accompanying notes to financial statements.
 
34

CASTLEMAINE MARKET NEUTRAL FUND
SCHEDULE OF INVESTMENTS
August 31, 2017
 
COMMON STOCKS — 92.7%
 
Shares
   
Value
 
Consumer Discretionary — 8.6%
           
Household Durables — 7.1%
           
Beazer Homes USA, Inc. (a)(b)
   
2,500
   
$
37,275
 
CalAtlantic Group, Inc.
   
1,000
     
34,750
 
Sony Corporation - ADR
   
600
     
23,778
 
             
95,803
 
Media — 1.5%
               
Walt Disney Company (The)
   
200
     
20,240
 
                 
Consumer Staples — 3.9%
               
Food & Staples Retailing — 1.2%
               
Costco Wholesale Corporation
   
100
     
15,674
 
                 
Food Products — 2.7%
               
Archer-Daniels-Midland Company
   
500
     
20,660
 
Conagra Brands, Inc.
   
500
     
16,230
 
             
36,890
 
Energy — 10.1%
               
Energy Equipment & Services — 0.9%
               
Schlumberger Ltd.
   
200
     
12,702
 
                 
Oil, Gas & Consumable Fuels — 9.2%
               
BP plc - ADR
   
1,000
     
34,730
 
DHT Holdings, Inc.
   
9,000
     
33,750
 
Gener8 Maritime, Inc. (a)
   
4,000
     
18,000
 
Occidental Petroleum Corporation
   
400
     
23,880
 
SM Energy Company
   
1,000
     
13,360
 
             
123,720
 
Health Care — 14.0%
               
Biotechnology — 12.8%
               
Amgen, Inc.
   
400
     
71,108
 
Biogen, Inc. (a)
   
100
     
31,656
 
Celgene Corporation (a)
   
200
     
27,786
 
Gilead Sciences, Inc. (b)(c)
   
500
     
41,855
 
             
172,405
 
Pharmaceuticals — 1.2%
               
Eli Lilly & Company
   
200
     
16,258
 
                 
Industrials — 21.5%
               
Aerospace & Defense — 13.3%
               
Boeing Company (The) (b)
   
400
     
95,864
 
 
See accompanying notes to financial statements.
 
35

CASTLEMAINE MARKET NEUTRAL FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 92.7% (Continued)
 
Shares
   
Value
 
Industrials — 21.5% (Continued)
           
Aerospace & Defense — 13.3% (Continued)
           
Raytheon Company
   
300
   
$
54,603
 
Spirit AeroSystems Holdings, Inc. - Class A
   
400
     
29,800
 
             
180,267
 
Airlines — 2.9%
               
JetBlue Airways Corporation (a)
   
2,000
     
39,620
 
                 
Building Products — 2.6%
               
Ply Gem Holdings, Inc. (a)
   
1,500
     
23,325
 
USG Corporation (a)
   
400
     
12,000
 
             
35,325
 
Electrical Equipment — 0.9%
               
ABB Ltd. - ADR
   
500
     
11,590
 
                 
Industrial Conglomerates — 1.8%
               
General Electric Company
   
1,000
     
24,550
 
                 
Information Technology — 22.0%
               
Communications Equipment — 3.6%
               
Cisco Systems, Inc. (c)
   
1,500
     
48,315
 
                 
Electronic Equipment, Instruments & Components — 4.2%
               
Corning, Inc.
   
2,000
     
57,520
 
                 
Semiconductors & Semiconductor Equipment — 5.2%
               
Cypress Semiconductor Corporation
   
2,000
     
27,380
 
Marvell Technology Group Ltd.
   
1,500
     
26,865
 
Micron Technology, Inc. (a)
   
500
     
15,985
 
             
70,230
 
Software — 2.8%
               
Microsoft Corporation
   
500
     
37,385
 
                 
Technology Hardware, Storage & Peripherals — 6.2%
               
Apple, Inc.
   
400
     
65,600
 
Seagate Technology plc
   
600
     
18,918
 
             
84,518
 
Materials — 10.6%
               
Construction Materials — 0.9%
               
Vulcan Materials Company
   
100
     
12,126
 
 
See accompanying notes to financial statements.
 
36

CASTLEMAINE MARKET NEUTRAL FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 92.7% (Continued)
 
Shares
   
Value
 
Materials — 10.6% (Continued)
           
Metals & Mining — 9.7%
           
BHP Billiton Ltd. - ADR (c)
   
1,000
   
$
43,500
 
Newmont Mining Corporation (c)
   
1,000
     
38,340
 
Rio Tinto plc - ADR (b)(c)
   
1,000
     
49,080
 
             
130,920
 
Telecommunication Services — 2.0%
               
Diversified Telecommunication Services — 2.0%
               
Level 3 Communications, Inc. (a)
   
500
     
27,215
 
                 
Total Common Stocks (Cost $1,028,963)
         
$
1,253,273
 
 
EXCHANGE-TRADED FUNDS — 6.3%
 
Shares
   
Value
 
iShares iBoxx $ High Yield Corporate Bond ETF
   
600
   
$
53,160
 
SPDR S&P Regional Banking ETF
   
600
     
31,212
 
Total Exchange-Traded Funds (Cost $83,866)
         
$
84,372
 
 
PURCHASED OPTION CONTRACTS — 0.8%
Expiration Date
 
Strike
Price
   
Contracts
   
Value
 
Call Option Contracts — 0.4%
                   
10-Year U.S. Treasury Note Future
10/27/17
 
$
127.00
     
5
   
$
3,906
 
Crude Oil Future
09/15/17
   
60.00
     
20
     
200
 
Crude Oil Future
10/17/17
   
55.00
     
4
     
840
 
Lowe's Companies, Inc.
10/20/17
   
80.00
     
15
     
525
 
Micron Technology, Inc.
09/15/17
   
34.00
     
10
     
250
 
Seagate Technology plc
09/15/17
   
35.00
     
15
     
60
 
                       
5,781
 
Put Option Contracts — 0.4%
                         
Comcast Corporation
09/15/17
   
40.00
     
10
     
330
 
E-Mini S&P 500 Future
09/15/17
   
2,300.00
     
8
     
320
 
iShares Russell 2000 Index Fund
09/15/17
   
135.00
     
15
     
480
 
SPDR S&P 500 ETF Trust
10/20/17
   
239.00
     
25
     
4,075
 
                       
5,205
 
Total Purchased Option Contracts (Cost $20,478)
                   
$
10,986
 
 
See accompanying notes to financial statements.
 
37

CASTLEMAINE MARKET NEUTRAL FUND
SCHEDULE OF INVESTMENTS (Continued)
 
U.S. TREASURY OBLIGATIONS — 11.1%
Maturity
 
Coupon
   
Par Value
   
Value
 
U.S. Treasury Bills (c)(d) (Cost $149,826)
10/19/17
   
0.453%
 
$
150,000
   
$
149,777
 
           
Total Investments at Value — 110.9% (Cost $1,283,133)
   
$
1,498,408
 
           
Liabilities in Excess of Other Assets (e)  (10.9%)
     
(146,986
)
           
Net Assets — 100.0%
   
$
1,351,422
 
 
ADR - American Depositary Receipt.
(a)
Non-income producing security.
(b)
All or a portion of the security covers written option contracts.
(c)
All or a portion of the shares have been committed as collateral for open short positions.
(d)
Rate shown is the annualized yield at time of purchase, not a coupon rate.
(e)
Includes cash held as margin deposits for open short positions.
See accompanying notes to financial statements.
 
38

CASTLEMAINE MARKET NEUTRAL FUND
SCHEDULE OF SECURITIES SOLD SHORT
August 31, 2017
 
COMMON STOCKS — 24.0%
 
Shares
   
Value
 
Consumer Discretionary — 6.5%
           
Automobiles — 2.6%
           
Tesla, Inc.
   
100
   
$
35,590
 
                 
Specialty Retail — 3.9%
               
CarMax, Inc.
   
500
     
33,575
 
Signet Jewelers Ltd.
   
300
     
18,921
 
             
52,496
 
Financials — 3.7%
               
Insurance — 3.7%
               
Allstate Corporation (The)
   
300
     
27,150
 
Progressive Corporation (The)
   
500
     
23,240
 
             
50,390
 
Industrials — 8.9%
               
Aerospace & Defense — 7.1%
               
Boeing Company (The)
   
400
     
95,864
 
                 
Machinery — 1.8%
               
Caterpillar, Inc.
   
200
     
23,498
 
                 
Real Estate — 2.8%
               
Equity Real Estate Investment Trusts (REITs) — 2.8%
               
AvalonBay Communities, Inc.
   
200
     
37,546
 
                 
Telecommunication Services — 2.1%
               
Diversified Telecommunication Services — 2.1%
               
Verizon Communications, Inc.
   
600
     
28,782
 
                 
Total Common Stocks (Proceeds $309,394)
         
$
324,166
 
 
EXCHANGE-TRADED FUNDS — 10.6%
 
Shares
   
Value
 
iShares North American Tech-Software ETF
   
200
   
$
29,462
 
iShares Russell 2000 ETF
   
500
     
69,865
 
SPDR Dow Jones Industrial Average ETF Trust
   
200
     
43,904
 
Total Exchange-Traded Funds (Proceeds $140,387)
         
$
143,231
 
                 
Total Securities Sold Short — 34.6% (Proceeds $449,781)
         
$
467,397
 
 
See accompanying notes to financial statements.
 
39

CASTLEMAINE MARKET NEUTRAL FUND
SCHEDULE OF OPEN WRITTEN OPTION CONTRACTS
August 31, 2017
 
WRITTEN OPTION CONTRACTS
 
Contracts
   
Notional Value
   
Strike
Price
 
Expiration
Date
 
Value of Options
 
Call Option Contracts
                         
Beazer Homes USA, Inc.
   
25
   
$
37,275
   
$
15.00
 
09/15/17
 
$
750
 
Gilead Sciences, Inc.
   
5
     
41,855
     
80.00
 
09/15/17
   
2,025
 
Rio Tinto plc
   
10
     
49,080
     
50.00
 
09/15/17
   
550
 
             
128,210
               
3,325
 
Put Option Contracts
                                 
Boeing Company (The)
   
4
     
95,864
     
225.00
 
09/15/17
   
172
 
Boeing Company (The)
   
4
     
95,864
     
230.00
 
09/15/17
   
320
 
             
191,728
               
492
 
Total Written Option Contracts (Premiums $3,116)
         
$
319,938
              
$
3,817
 
 
See accompanying notes to financial statements.
 
40

CASTLEMAINE MULTI-STRATEGY FUND
SCHEDULE OF INVESTMENTS
August 31, 2017
 
OPEN-END FUNDS — 82.1%
 
Shares
   
Value
 
Castlemaine Emerging Markets Opportunities Fund(a)
   
20,121
   
$
216,296
 
Castlemaine Event Driven Fund (a)
   
20,615
     
223,050
 
Castlemaine Long/Short Fund (a)(b)
   
20,000
     
198,600
 
Castlemaine Market Neutral Fund (a)(b)
   
20,000
     
225,200
 
Total Open-End Funds (Cost $807,870)
         
$
863,146
 
 
EXCHANGE-TRADED FUNDS — 12.2%
 
Shares
   
Value
 
Deutsche Xtrackers MSCI Europe Hedged Equity ETF
   
500
   
$
13,770
 
iShares iBoxx $ High Yield Corporate Bond ETF
   
900
     
79,740
 
iShares TIPS Bond ETF
   
300
     
34,386
 
Total Exchange-Traded Funds (Cost $117,240)
         
$
127,896
 
                 
Total Investments at Value — 94.3% (Cost $925,110)
         
$
991,042
 
                 
Other Assets in Excess of Liabilities — 5.7%
           
59,615
 
                 
Net Assets — 100.0%
         
$
1,050,657
 
 
(a)
The security is an investment company advised by the Fund's adviser, thereby making the company an affiliated company as defined under the Investment Company Act of 1940 (Note 4).
(b)
Non-income producing security.
See accompanying notes to financial statements.
 
41

CASTLEMAINE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
August 31, 2017
 
        
 
Castlemaine Emerging Markets Opportunities
Fund
   
Castlemaine
Event Driven
Fund
   
Castlemaine
Long/Short
Fund
 
ASSETS
                 
Investments in securities:
                 
At acquisition cost
 
$
1,274,299
   
$
1,320,035
   
$
1,237,810
 
At value (Note 2)
 
$
1,382,637
   
$
1,376,232
   
$
1,318,025
 
Cash
   
94,055
     
199,649
     
119,821
 
Deposits with brokers for securities sold short and written options (Note 2)
   
     
72,250
     
68,078
 
Dividends receivable
   
6,223
     
922
     
2,511
 
Receivable for investment securities sold
   
91,091
     
62,852
     
95,231
 
Receivable from Adviser (Note 4)
   
9,075
     
8,796
     
8,730
 
Other assets
   
2,234
     
2,234
     
2,236
 
TOTAL ASSETS
   
1,585,315
     
1,722,935
     
1,614,632
 
                         
LIABILITIES
                       
Securities sold short, at value (Note 2) (proceeds $186,402, $144,664 and $322,004, respectively)
   
195,560
     
144,536
     
333,492
 
Written options, at value (Notes 2 and 5) (premiums received $— , $683 and $797, respectively)
   
     
2,150
     
2,225
 
Due to prime broker (Note 2)
   
60,717
     
     
 
Dividends payable on securities sold short (Note 2)
   
     
317
     
264
 
Payable for investment securities purchased
   
21,828
     
228,786
     
77,971
 
Payable to administrator (Note 4)
   
6,014
     
5,514
     
5,513
 
Accrued brokerage expense on securities sold short (Note 2)
   
962
     
383
     
1,016
 
Other accrued expenses
   
2,579
     
2,855
     
2,662
 
TOTAL LIABILITIES
   
287,660
     
384,541
     
423,143
 
 
                       
NET ASSETS
 
$
1,297,655
   
$
1,338,394
   
$
1,191,489
 
 
See accompanying notes to financial statements.
 
42

CASTLEMAINE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
August 31, 2017 (Continued)
 
      
 
Castlemaine Emerging Markets Opportunities
Fund
   
Castlemaine
Event Driven
Fund
   
Castlemaine
Long/Short
Fund
 
Net assets consist of:
                 
Paid-in capital
 
$
1,207,176
   
$
1,240,044
   
$
1,196,809
 
Accumulated net investment loss
   
(3,916
)
   
     
(1,774
)
Accumulated net realized gains (losses) from security transactions
   
(4,785
)
   
43,492
     
(70,845
)
Net unrealized appreciation (depreciation) on:
                       
Investments
   
108,338
     
56,197
     
80,215
 
Short positions
   
(9,158
)
   
128
     
(11,488
)
Written option contracts
   
     
(1,467
)
   
(1,428
)
Net assets
 
$
1,297,655
   
$
1,338,394
   
$
1,191,489
 
                         
Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)
   
120,723
     
123,687
     
120,000
 
                         
Net asset value, offering price and redemption price per share (Note 2)
 
$
10.75
   
$
10.82
   
$
9.93
 
 
See accompanying notes to financial statements.
 
43

CASTLEMAINE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
August 31, 2017 (Continued)
 
     
 
Castlemaine Market Neutral Fund
   
Castlemaine
Multi-Strategy Fund
 
ASSETS
           
Investments in securities at acquisition cost:
           
Unaffiliated investments
 
$
1,283,133
   
$
117,240
 
Affiliated investments
   
     
807,870
 
Total investment in securities at acquisition cost
 
$
1,283,133
   
$
925,110
 
Investments in securities at value:
               
Unaffiliated investments
 
$
1,498,408
   
$
127,896
 
Affiliated investments (Note 4)
   
     
863,146
 
Total investments in securities at value
   
1,498,408
     
991,042
 
Cash
   
70,766
     
56,517
 
Deposits with brokers for securities sold short and written options (Note 2)
   
177,858
     
 
Dividends receivable
   
3,894
     
 
Receivable for investment securities sold
   
119,174
     
 
Receivable from Adviser (Note 4)
   
8,509
     
8,728
 
Other assets
   
2,235
     
2,231
 
TOTAL ASSETS
   
1,880,844
     
1,058,518
 
                 
LIABILITIES
               
Securities sold short, at value (Note 2) (proceeds $449,781 and $—, respectively)
   
467,397
     
 
Written options, at value (Notes 2 and 5) (premiums received $3,116 and $—, respectively)
   
3,817
     
 
Dividends payable on securities sold short (Note 2)
   
780
     
 
Payable for investment securities purchased
   
48,155
     
 
Payable to administrator (Note 4)
   
5,514
     
5,511
 
Accrued brokerage expense on securities sold short (Note 2)
   
1,160
     
 
Other accrued expenses
   
2,599
     
2,350
 
TOTAL LIABILITIES
   
529,422
     
7,861
 
                 
NET ASSETS
 
$
1,351,422
   
$
1,050,657
 
 
See accompanying notes to financial statements.
 
44

CASTLEMAINE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
August 31, 2017 (Continued)
 
     
 
Castlemaine Market Neutral Fund
   
Castlemaine
Multi-Strategy Fund
 
Net assets consist of:
           
Paid-in capital
 
$
1,191,873
   
$
999,858
 
Accumulated net investment loss
   
(1,995
)
   
(2,325
)
Accumulated net realized losses from security transactions
   
(35,414
)
   
(12,808
)
Net unrealized appreciation (depreciation) on:
               
Unaffiliated investments
   
215,275
     
10,656
 
Affiliated investments
   
     
55,276
 
Short positions
   
(17,616
)
   
 
Written option contracts
   
(701
)
   
 
Net assets
 
$
1,351,422
   
$
1,050,657
 
                 
Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)
   
120,000
     
100,000
 
                 
Net asset value, offering price and redemption price per share (Note 2)
 
$
11.26
   
$
10.51
 
 
See accompanying notes to financial statements.
 
45

CASTLEMAINE FUNDS
STATEMENTS OF OPERATIONS
For the Year Ended August 31, 2017
 
     
 
Castlemaine Emerging Markets Opportunities
Fund
   
Castlemaine
Event Driven
Fund
   
Castlemaine
Long/Short
Fund
 
INVESTMENT INCOME
                 
Dividends
 
$
27,462
   
$
18,254
   
$
23,135
 
Foreign tax withholding
   
(2,608
)
   
(193
)
   
(9
)
Interest
   
748
     
614
     
748
 
TOTAL INVESTMENT INCOME
   
25,602
     
18,675
     
23,874
 
                         
EXPENSES
                       
Professional fees
   
40,036
     
40,036
     
40,036
 
Accounting services fees (Note 4)
   
32,128
     
26,135
     
26,122
 
Administration fees (Note 4)
   
26,000
     
26,000
     
26,000
 
Investment advisory fees (Note 4)
   
15,766
     
16,778
     
15,205
 
Compliance service fees (Note 4)
   
12,108
     
12,108
     
12,108
 
Trustees’ fees and expenses (Note 4)
   
10,002
     
10,002
     
10,002
 
Brokerage expense on securities sold short (Note 2)
   
9,664
     
4,330
     
9,322
 
Custodian and bank service fees
   
5,719
     
4,959
     
5,069
 
Dividend expense on securities sold short (Note 2)
   
5,179
     
1,256
     
5,954
 
Insurance expense
   
3,036
     
3,036
     
3,036
 
Shareholder report printing
   
1,877
     
1,817
     
1,877
 
Registration and filing fees
   
1,791
     
1,791
     
1,791
 
Postage and supplies
   
1,699
     
1,577
     
1,492
 
Transfer agent fees (Note 4)
   
40
     
40
     
40
 
Other expenses
   
7,327
     
7,772
     
8,054
 
TOTAL EXPENSES
   
172,372
     
157,637
     
166,108
 
Less fee reductions and expense reimbursements by Adviser (Note 4)
   
(138,584
)
   
(131,891
)
   
(132,561
)
NET EXPENSES
   
33,788
     
25,746
     
33,547
 
                         
NET INVESTMENT LOSS
   
(8,186
)
   
(7,071
)
   
(9,673
)
 
See accompanying notes to financial statements.
 
46

CASTLEMAINE FUNDS
STATEMENTS OF OPERATIONS
For the Year Ended August 31, 2017 (Continued)
 
     
 
Castlemaine Emerging Markets Opportunities
Fund
   
Castlemaine
Event Driven
Fund
   
Castlemaine
Long/Short
Fund
 
REALIZED AND UNREALIZED GAINS (LOSSES)
                 
Net realized gains (losses) from:
                 
Investments
 
$
53,579
   
$
65,977
   
$
(93,954
)
Securities sold short
   
(44,452
)
   
(19,443
)
   
9,462
 
Written option contracts (Note 5)
   
8,440
     
19,986
     
25,475
 
Foreign currency transactions
   
(1,250
)
   
     
 
Net change in unrealized appreciation (depreciation) on:
                       
Investments
   
(22,416
)
   
(30,075
)
   
26,047
 
Securities sold short
   
3,282
     
(437
)
   
20,630
 
Written option contracts (Note 5)
   
(1,322
)
   
(3,935
)
   
(3,911
)
Forward foreign currency exchange contracts (Note 5)
   
1,170
     
     
 
NET REALIZED AND UNREALIZED GAINS (LOSSES)
   
(2,969
)
   
32,073
     
(16,251
)
                         
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
 
$
(11,155
)
 
$
25,002
   
$
(25,924
)
 
See accompanying notes to financial statements.
 
47

CASTLEMAINE FUNDS
STATEMENTS OF OPERATIONS
For the Year Ended August 31, 2017 (Continued)
 
      
 
Castlemaine Market Neutral Fund
   
Castlemaine Multi-Strategy Fund
 
INVESTMENT INCOME
           
Dividends from unaffiliated issuers
 
$
29,690
   
$
4,903
 
Dividends from affiliated issuers (Note 4)
   
     
7,870
 
Foreign tax withholding
   
(76
)
   
 
Interest
   
882
     
 
TOTAL INVESTMENT INCOME
   
30,496
     
12,773
 
                 
EXPENSES
               
Professional fees
   
40,036
     
35,625
 
Accounting services fees (Note 4)
   
26,129
     
26,105
 
Administration fees (Note 4)
   
26,000
     
26,000
 
Compliance service fees (Note 4)
   
12,108
     
12,108
 
Trustees’ fees and expenses (Note 4)
   
10,002
     
10,002
 
Investment advisory fees (Note 4)
   
16,050
     
2,332
 
Brokerage expense on securities sold short (Note 2)
   
11,928
     
364
 
Custodian and bank service fees
   
5,296
     
5,253
 
Dividend expense on securities sold short (Note 2)
   
6,319
     
 
Insurance expense
   
3,036
     
3,036
 
Registration and filing fees
   
1,791
     
1,791
 
Shareholder report printing
   
1,877
     
1,607
 
Postage and supplies
   
1,492
     
1,499
 
Transfer agent fees (Note 4)
   
40
     
20
 
Federal excise tax
   
     
88
 
Other expenses
   
7,618
     
5,781
 
TOTAL EXPENSES
   
169,722
     
131,611
 
Less fee reductions and expense reimbursements by Adviser (Note 4)
   
(132,189
)
   
(120,809
)
NET EXPENSES
   
37,533
     
10,802
 
                 
NET INVESTMENT INCOME (LOSS)
   
(7,037
)
   
1,971
 
 
See accompanying notes to financial statements.
 
48
 

CASTLEMAINE FUNDS
STATEMENTS OF OPERATIONS
For the Year Ended August 31, 2017 (Continued)
 
      
 
Castlemaine Market Neutral Fund
   
Castlemaine Multi-Strategy Fund
 
REALIZED AND UNREALIZED GAINS (LOSSES)
           
Net realized gains (losses) from:
           
Unaffiliated investments
 
$
62,313
   
$
(6,194
)
Securities sold short
   
(110,641
)
   
(959
)
Written option contracts (Note 5)
   
20,160
     
236
 
Net change in unrealized appreciation (depreciation) on:
               
Unaffiliated investments
   
114,142
     
(5,119
)
Affiliated investments (Note 4)
   
     
10,476
 
Securities sold short
   
45,286
     
 
Written option contracts (Note 5)
   
(1,664
)
   
 
NET REALIZED AND UNREALIZED GAINS (LOSSES)
   
129,596
     
(1,560
)
                 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
 
$
122,559
   
$
411
 
 
See accompanying notes to financial statements.
 
49

CASTLEMAINE EMERGING MARKETS OPPORTUNITIES FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
      
 
Year
Ended
August 31,
2017
   
Period
Ended
August 31,
2016
(a)
 
FROM OPERATIONS
           
Net investment loss
 
$
(8,186
)
 
$
(13,823
)
Net realized gains (losses) from:
               
Investments
   
53,579
     
33,290
 
Securities sold short
   
(44,452
)
   
(43,358
)
Written option contracts (Note 5)
   
8,440
     
24,793
 
Futures contracts
   
     
(2,912
)
Foreign currency transactions
   
(1,250
)
   
(7,646
)
Net change in unrealized appreciation (depreciation) on:
               
Investments
   
(22,416
)
   
130,754
 
Securities sold short
   
3,282
     
(12,440
)
Written option contracts (Note 5)
   
(1,322
)
   
1,322
 
Forward foreign currency exchange contracts (Note 5)
   
1,170
     
(1,170
)
Net increase (decrease) in net assets resulting from operations
   
(11,155
)
   
108,810
 
                 
DISTRIBUTIONS TO SHAREHOLDERS (Note 2)
               
From net realized gains
   
(7,176
)
   
 
                 
CAPITAL SHARE TRANSACTIONS
               
Proceeds from shares sold
   
     
1,200,000
 
Net asset value of shares issued in reinvestment of
distributions to shareholders
   
7,176
     
 
Net increase in net assets from capital share transactions
   
7,176
     
1,200,000
 
                 
TOTAL INCREASE (DECREASE) IN NET ASSETS
   
(11,155
)
   
1,308,810
 
                 
NET ASSETS
               
Beginning of period
   
1,308,810
     
 
End of period
 
$
1,297,655
   
$
1,308,810
 
                 
ACCUMULATED NET INVESTMENT LOSS
 
$
(3,916
)
 
$
(4,919
)
                 
CAPITAL SHARE ACTIVITY
               
Shares sold
   
     
120,000
 
Shares reinvested
   
723
     
 
Net increase in shares outstanding
   
723
     
120,000
 
Shares outstanding, beginning of period
   
120,000
     
 
Shares outstanding, end of period
   
120,723
     
120,000
 
 
(a)
Represents the period from the commencement of operations (December 29, 2015) through August 31, 2016.
See accompanying notes to financial statements.
 
50

CASTLEMAINE EVENT DRIVEN FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
       
 
Year
Ended
August 31,
2017
   
Period
Ended
August 31,
2016
(a)
 
FROM OPERATIONS
           
Net investment loss
 
$
(7,071
)
 
$
(4,704
)
Net realized gains (losses) from:
               
Investments
   
65,977
     
(5,983
)
Securities sold short
   
(19,443
)
   
19,052
 
Written option contracts (Note 5)
   
19,986
     
20,788
 
Futures contracts
   
     
(5,066
)
Net change in unrealized appreciation (depreciation) on:
               
Investments
   
(30,075
)
   
86,272
 
Securities sold short
   
(437
)
   
565
 
Written option contracts (Note 5)
   
(3,935
)
   
2,468
 
Net increase in net assets resulting from operations
   
25,002
     
113,392
 
                 
DISTRIBUTIONS TO SHAREHOLDERS (Note 2)
               
From net realized gains
   
(40,044
)
   
 
                 
CAPITAL SHARE TRANSACTIONS
               
Proceeds from shares sold
   
     
1,200,000
 
Net asset value of shares issued in reinvestment of distributions to shareholders
   
40,044
     
 
Net increase in net assets from capital share transactions
   
40,044
     
1,200,000
 
                 
TOTAL INCREASE IN NET ASSETS
   
25,002
     
1,313,392
 
                 
NET ASSETS
               
Beginning of period
   
1,313,392
     
 
End of period
 
$
1,338,394
   
$
1,313,392
 
                 
ACCUMULATED NET INVESTMENT LOSS
 
$
   
$
 
                 
CAPITAL SHARE ACTIVITY
               
Shares sold
   
     
120,000
 
Shares reinvested
   
3,687
     
 
Net increase in shares outstanding
   
3,687
     
120,000
 
Shares outstanding, beginning of period
   
120,000
     
 
Shares outstanding, end of period
   
123,687
     
120,000
 
 
(a)
Represents the period from the commencement of operations (December 29, 2015) through August 31, 2016.
See accompanying notes to financial statements.
 
51

CASTLEMAINE LONG/SHORT FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
      
 
Year
Ended
August 31,
2017
   
Period
Ended
August 31,
2016
(a)
 
FROM OPERATIONS
           
Net investment loss
 
$
(9,673
)
 
$
(3,981
)
Net realized gains (losses) from:
               
Investments
   
(93,954
)
   
(14,736
)
Securities sold short
   
9,462
     
(25,066
)
Written option contracts (Note 5)
   
25,475
     
42,606
 
Futures contracts
   
     
(5,943
)
Net change in unrealized appreciation (depreciation) on:
               
Investments
   
26,047
     
54,168
 
Securities sold short
   
20,630
     
(32,118
)
Written option contracts (Note 5)
   
(3,911
)
   
2,483
 
Net increase (decrease) in net assets resulting from operations
   
(25,924
)
   
17,413
 
                 
CAPITAL SHARE TRANSACTIONS
               
Proceeds from shares sold
   
     
1,200,000
 
                 
TOTAL INCREASE (DECREASE) IN NET ASSETS
   
(25,924
)
   
1,217,413
 
                 
NET ASSETS
               
Beginning of period
   
1,217,413
     
 
End of period
 
$
1,191,489
   
$
1,217,413
 
                 
ACCUMULATED NET INVESTMENT LOSS
 
$
(1,774
)
 
$
 
                 
CAPITAL SHARE ACTIVITY
               
Shares sold
   
     
120,000
 
Shares outstanding, beginning of period
   
120,000
     
 
Shares outstanding, end of period
   
120,000
     
120,000
 
 
(a)
Represents the period from the commencement of operations (December 29, 2015) through August 31, 2016.
See accompanying notes to financial statements.
 
52

CASTLEMAINE MARKET NEUTRAL FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
      
 
Year
Ended
August 31,
2017
   
Period
Ended
August 31,
2016
(a)
 
FROM OPERATIONS
           
Net investment loss
 
$
(7,037
)
 
$
(7,658
)
Net realized gains (losses) from:
               
Investments
   
62,313
     
(16,725
)
Securities sold short
   
(110,641
)
   
(2,590
)
Written option contracts (Note 5)
   
20,160
     
19,554
 
Futures contracts
   
     
(2,912
)
Net change in unrealized appreciation (depreciation) on:
               
Investments
   
114,142
     
101,133
 
Securities sold short
   
45,286
     
(62,902
)
Written option contracts (Note 5)
   
(1,664
)
   
963
 
Net increase in net assets resulting from operations
   
122,559
     
28,863
 
                 
CAPITAL SHARE TRANSACTIONS
               
Proceeds from shares sold
   
     
1,200,000
 
                 
TOTAL INCREASE IN NET ASSETS
   
122,559
     
1,228,863
 
                 
NET ASSETS
               
Beginning of period
   
1,228,863
     
 
End of period
 
$
1,351,422
   
$
1,228,863
 
                 
ACCUMULATED NET INVESTMENT LOSS
 
$
(1,995
)
 
$
(2,567
)
                 
CAPITAL SHARE ACTIVITY
               
Shares sold
   
     
120,000
 
Shares outstanding, beginning of period
   
120,000
     
 
Shares outstanding, end of period
   
120,000
     
120,000
 
 
(a)
Represents the period from the commencement of operations (December 29, 2015) through August 31, 2016.
See accompanying notes to financial statements.
 
53

CASTLEMAINE MULTI-STRATEGY FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
       
 
Year
Ended
August 31,
2017
   
Period
Ended
August 31,
2016
(a)
 
FROM OPERATIONS
           
Net investment income (loss)
 
$
1,971
   
$
(4,438
)
Net realized gains (losses) from:
               
Unaffiliated investments
   
(6,194
)
   
(12,602
)
Securities sold short
   
(959
)
   
2,724
 
Written option contracts (Note 5)
   
236
     
3,987
 
Net change in unrealized appreciation (depreciation) on:
               
Unaffiliated investments
   
(5,119
)
   
15,775
 
Affiliated investments (Note 4)
   
10,476
     
44,800
 
Net increase in net assets resulting from operations
   
411
     
50,246
 
                 
CAPITAL SHARE TRANSACTIONS
               
Proceeds from shares sold
   
     
1,000,000
 
                 
TOTAL INCREASE IN NET ASSETS
   
411
     
1,050,246
 
                 
NET ASSETS
               
Beginning of period
   
1,050,246
     
 
End of period
 
$
1,050,657
   
$
1,050,246
 
                 
ACCUMULATED NET INVESTMENT LOSS
 
$
(2,325
)
 
$
(4,384
)
                 
CAPITAL SHARE ACTIVITY
               
Shares sold
   
     
100,000
 
Shares outstanding, beginning of period
   
100,000
     
 
Shares outstanding, end of period
   
100,000
     
100,000
 
 
(a)
Represents the period from the commencement of operations (December 29, 2015) through August 31, 2016.
See accompanying notes to financial statements.
 
54

CASTLEMAINE FUNDS
STATEMENTS OF CASH FLOWS
For the Year Ended August 31, 2017
 
      
 
Castlemaine
Emerging Markets Opportunities
Fund
   
Castlemaine
Event Driven
Fund
   
Castlemaine
Long/Short
Fund
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net increase (decrease) in net assets resulting from operations
 
$
(11,155
)
 
$
25,002
   
$
(25,924
)
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
                       
Net realized (gains) losses from investments
   
(53,579
)
   
(65,977
)
   
93,954
 
Net realized losses from securities sold short
   
44,452
     
19,443
     
(9,462
)
Net realized gains from written option contracts
   
(8,440
)
   
(19,986
)
   
(25,475
)
Net realized losses from foreign currency transactions
   
1,250
     
     
 
Purchase of investment securities
   
(1,994,087
)
   
(3,759,296
)
   
(2,495,391
)
Purchase of short-term investments, net
   
25,066
     
50,037
     
25,066
 
Proceeds from sales of investment securities
   
1,922,637
     
3,656,253
     
2,317,400
 
Proceeds from securities sold short
   
1,626,019
     
421,260
     
1,381,654
 
Cover of securities sold short
   
(1,728,872
)
   
(302,059
)
   
(1,280,317
)
Purchase of options
   
(214,752
)
   
(278,595
)
   
(334,561
)
Proceeds from sales of options
   
99,677
     
149,738
     
215,193
 
Premiums received from written options
   
20,375
     
25,605
     
58,871
 
Written options cancelled in a closing purchase transaction
   
(7,053
)
   
(7,870
)
   
(28,357
)
Net change in unrealized appreciation/depreciation on investments
   
22,416
     
30,075
     
(26,047
)
Net change in unrealized appreciation/depreciation on securities sold short
   
(3,282
)
   
437
     
(20,630
)
Net change in unrealized appreciation/depreciation on written option contracts
   
1,322
     
3,935
     
3,911
 
Net change in unrealized appreciation/depreciation on forward foreign currency exchange contracts
   
(1,170
)
   
     
 
(Increase) decrease in operating assets:
                       
(Increase) decrease in deposits with brokers for securities sold short, written options and futures contracts
   
202,836
     
(60,097
)
   
131,957
 
(Increase) decrease in dividends receivable
   
(3,125
)
   
401
     
38
 
Increase in receivable for investment securities sold
   
(48,058
)
   
(37,738
)
   
(84,406
)
Increase in receivable from advisor
   
(2,309
)
   
(2,267
)
   
(2,351
)
Decrease in other assets
   
373
     
373
     
371
 
 
55

CASTLEMAINE FUNDS
STATEMENTS OF CASH FLOWS
For the Year Ended August 31, 2017 (Continued)
 
     
 
Castlemaine
Emerging Markets Opportunities
Fund
   
Castlemaine
Event Driven
Fund
   
Castlemaine
Long/Short
Fund
 
Increase (decrease) in operating liabilities:
                 
Increase (decrease) in dividends payable on securities sold short
 
$
(3,532
)
 
$
317
   
$
264
 
Increase (decrease) in payable for investment securities purchased
   
(897
)
   
197,330
     
77,971
 
Increase in payable to administrator
   
500
     
500
     
499
 
Increase in accrued brokerage expense on securities sold short
   
291
     
114
     
232
 
Decrease in other accrued expenses
   
(636
)
   
(463
)
   
(323
)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
   
(113,733
)
   
46,472
     
(25,863
)
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Increase (decrease) in due to prime broker
   
60,717
     
(25,868
)
   
 
                         
NET CHANGE IN CASH
   
(53,016
)
   
20,604
     
(25,863
)
Cash, beginning of year
   
147,071
     
179,045
     
145,684
 
Cash, end of year
 
$
94,055
   
$
199,649
   
$
119,821
 
                         
Non-cash financing activities consisting of reinvestment of distributions
 
$
7,176
   
$
40,044
   
$
 
 
See accompanying notes to financial statements.
 
56

CASTLEMAINE FUNDS
STATEMENTS OF CASH FLOWS
For the Year Ended August 31, 2017 (Continued)
 
      
 
Castlemaine Market Neutral Fund
   
Castlemaine Multi-Strategy Fund
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net increase in net assets resulting from operations
 
$
122,559
   
$
411
 
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
               
Net realized (gains) losses from investments
   
(62,313
)
   
6,194
 
Net realized losses from securities sold short
   
110,641
     
959
 
Net realized gains from written option contracts
   
(20,160
)
   
(236
)
Purchase of investment securities
   
(1,384,271
)
   
(78,105
)
Purchase of short-term investments, net
   
95
     
 
Proceeds from sales of investment securities
   
1,275,279
     
103,411
 
Proceeds from securities sold short
   
1,281,813
     
94,998
 
Cover of securities sold short
   
(1,509,433
)
   
(94,545
)
Purchase of options
   
(123,914
)
   
(1,685
)
Proceeds from sales of options
   
78,430
     
302
 
Premiums received from written options
   
49,146
     
236
 
Written options cancelled in a closing purchase transaction
   
(19,118
)
   
 
Net change in unrealized appreciation/depreciation on investments
   
(114,142
)
   
(5,357
)
Net change in unrealized appreciation/depreciation on securities sold short
   
(45,286
)
   
 
Net change in unrealized appreciation/depreciation on written option contracts
   
1,664
     
 
(Increase) decrease in operating assets:
               
Decrease in deposits with brokers for securities sold short, written options and futures contracts
   
307,055
     
 
Increase in dividends receivable
   
(816
)
   
 
(Increase) decrease in receivable for investment securities sold
   
(108,348
)
   
43,426
 
Increase in receivable from advisor
   
(2,350
)
   
(1,917
)
Decrease in other assets
   
372
     
376
 
 
57

CASTLEMAINE FUNDS
STATEMENTS OF CASH FLOWS
For the Year Ended August 31, 2017 (Continued)
 
      
 
Castlemaine Market Neutral Fund
   
Castlemaine
Multi-Strategy
Fund
 
Increase (decrease) in operating liabilities:
           
Increase in dividends payable on securities sold short
 
$
735
   
$
 
Increase (decrease) in payable for investment securities purchased
   
48,155
     
(42,500
)
Increase in payable to administrator
   
500
     
500
 
Increase (decrease) in accrued brokerage expense on securities sold short
   
126
     
(57
)
Decrease in other accrued expenses
   
(173
)
   
(249
)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
   
(113,754
)
   
26,162
 
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Decrease in due to prime broker
   
     
(18,711
)
                 
NET CHANGE IN CASH
   
(113,754
)
   
7,451
 
Cash, beginning of year
   
184,520
     
49,066
 
Cash, end of year
 
$
70,766
   
$
56,517
 
 
See accompanying notes to financial statements.
 
58

CASTLEMAINE EMERGING MARKETS OPPORTUNITIES FUND
FINANCIAL HIGHLIGHTS
 
Per share data for a share outstanding throughout each period:
 
      
 
Year Ended
August 31
2017
   
Period Ended
August 31,
2016
(a)
 
Net asset value at beginning of period
 
$
10.91
   
$
10.00
 
                 
Income (loss) from investment operations:
               
Net investment loss
   
(0.07
)
   
(0.12
)
Net realized and unrealized gains (losses) on investments
   
(0.03
)
   
1.03
 
Total from investment operations
   
(0.10
)
   
0.91
 
                 
Less distributions:
               
From net realized gains
   
(0.06
)
   
 
                 
Net asset value at end of period
 
$
10.75
   
$
10.91
 
                 
Total return (b)
   
(0.87
%)
   
9.10
%(c)
                 
Ratios and supplemental data:
               
Net assets at end of period (000’s)
 
$
1,298
   
$
1,309
 
                 
Ratio of total expenses to average net assets
   
13.54
%
   
11.55
%(d)
                 
Ratio of net expenses to average net assets (e)
   
2.66
%
   
3.25
%(d)
                 
Ratio of net expenses to average net assets excluding dividend expense, borrowing costs and brokerage expense on securities sold short (e)
   
1.49
%
   
1.49
%(d)
                 
Ratio of net investment loss to average net assets (e)
   
(0.64
%)
   
(1.63
%)(d)
                 
Portfolio turnover rate
   
166
%
   
189
%(c)
 
(a)
Represents the period from the commencement of operations (December 29, 2015) through August 31, 2016.
(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 reimbursed expenses.
(c)
Not annualized.
(d)
Annualized.
(e)
Ratio was determined after fee reductions and expense reimbursements by the Adviser (Note 4).
See accompanying notes to financial statements.
 
59

CASTLEMAINE EVENT DRIVEN FUND
FINANCIAL HIGHLIGHTS
 
Per share data for a share outstanding throughout each period:
 
    
 
Year Ended
August 31
2017
   
Period Ended
August 31,
2016
(a)
 
Net asset value at beginning of period
 
$
10.94
   
$
10.00
 
                 
Income (loss) from investment operations:
               
Net investment loss
   
(0.06
)
   
(0.04
)
Net realized and unrealized gains on investments
   
0.27
     
0.98
 
Total from investment operations
   
0.21
     
0.94
 
                 
Less distributions:
               
From net realized gains
   
(0.33
)
   
 
                 
Net asset value at end of period
 
$
10.82
   
$
10.94
 
                 
Total return (b)
   
1.94
%
   
9.40
%(c)
                 
Ratios and supplemental data:
               
Net assets at end of period (000’s)
 
$
1,338
   
$
1,313
 
                 
Ratio of total expenses to average net assets
   
11.64
%
   
9.90
%(d)
                 
Ratio of net expenses to average net assets (e)
   
1.90
%
   
1.81
%(d)
                 
Ratio of net expenses to average net assets excluding dividend expense, borrowing costs and brokerage expense on securities sold short (e)
   
1.49
%
   
1.49
%(d)
                 
Ratio of net investment loss to average net assets (e)
   
(0.52
%)
   
(0.57
%)(d)
                 
Portfolio turnover rate
   
317
%
   
220
%(c)
 
(a)
Represents the period from the commencement of operations (December 29, 2015) through August 31, 2016.
(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 reimbursed expenses.
(c)
Not annualized.
(d)
Annualized.
(e)
Ratio was determined after fee reductions and expense reimbursements by the Adviser (Note 4).
See accompanying notes to financial statements.
 
60

CASTLEMAINE LONG/SHORT FUND
FINANCIAL HIGHLIGHTS
 
Per share data for a share outstanding throughout each period:
 
     
 
Year Ended
August 31
2017
   
Period Ended
August 31,
2016
(a)
 
Net asset value at beginning of period
 
$
10.15
   
$
10.00
 
                 
Income (loss) from investment operations:
               
Net investment loss
   
(0.08
)
   
(0.03
)
Net realized and unrealized gains (losses) on investments
   
(0.14
)
   
0.18
 
Total from investment operations
   
(0.22
)
   
0.15
 
                 
Net asset value at end of period
 
$
9.93
   
$
10.15
 
                 
Total return (b)
   
(2.17
%)
   
1.50
%(c)
                 
Ratios and supplemental data:
               
Net assets at end of period (000’s)
 
$
1,191
   
$
1,217
 
                 
Ratio of total expenses to average net assets
   
13.54
%
   
10.63
%(d)
                 
Ratio of net expenses to average net assets (e)
   
2.73
%
   
2.50
%(d)
                 
Ratio of net expenses to average net assets excluding dividend expense, borrowing costs and brokerage expense on securities sold short (e)
   
1.49
%
   
1.49
%(d)
                 
Ratio of net investment loss to average net assets (e)
   
(0.79
%)
   
(0.49
%)(d)
                 
Portfolio turnover rate
   
207
%
   
133
%(c)
 
(a)
Represents the period from the commencement of operations (December 29, 2015) through August 31, 2016.
(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 reimbursed expenses.
(c)
Not annualized.
(d)
Annualized.
(e)
Ratio was determined after fee reductions and expense reimbursements by the Adviser (Note 4).
See accompanying notes to financial statements.
 
61

CASTLEMAINE MARKET NEUTRAL FUND
FINANCIAL HIGHLIGHTS
 
Per share data for a share outstanding throughout each period:
 
     
 
Year Ended
August 31
2017
   
Period Ended
August 31,
2016
(a)
 
Net asset value at beginning of period
 
$
10.24
   
$
10.00
 
                 
Income (loss) from investment operations:
               
Net investment loss
   
(0.06
)
   
(0.06
)
Net realized and unrealized gains on investments
   
1.08
     
0.30
 
Total from investment operations
   
1.02
     
0.24
 
                 
Net asset value at end of period
 
$
11.26
   
$
10.24
 
                 
Total return (b)
   
9.96
%
   
2.40
%(c)
                 
Ratios and supplemental data:
               
Net assets at end of period (000’s)
 
$
1,351
   
$
1,229
 
                 
Ratio of total expenses to average net assets
   
13.10
%
   
10.88
%(d)
                 
Ratio of net expenses to average net assets (e)
   
2.90
%
   
2.74
%(d)
                 
Ratio of net expenses to average net assets excluding dividend expense, borrowing costs and brokerage expense on securities sold short (e)
   
1.49
%
   
1.49
%(d)
                 
Ratio of net investment loss to average net assets (e)
   
(0.54
%)
   
(0.95
%)(d)
                 
Portfolio turnover rate
   
110
%
   
150
%(c)
 
(a)
Represents the period from the commencement of operations (December 29, 2015) through August 31, 2016.
(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 reimbursed expenses.
(c)
Not annualized.
(d)
Annualized.
(e)
Ratio was determined after fee reductions and expense reimbursements by the Adviser (Note 4).
See accompanying notes to financial statements.
 
62

CASTLEMAINE MULTI-STRATEGY FUND
FINANCIAL HIGHLIGHTS
 
Per share data for a share outstanding throughout each period:
 
      
 
Year Ended
August 31
2017
   
Period Ended
August 31,
2016
(a)
 
Net asset value at beginning of period
 
$
10.50
   
$
10.00
 
                 
Income (loss) from investment operations:
               
Net investment income (loss) (b)
   
0.02
     
(0.04
)
Net realized and unrealized gains (losses) on investments
   
(0.01
)
   
0.54
 
Total from investment operations
   
0.01
     
0.50
 
                 
Net asset value at end of period
 
$
10.51
   
$
10.50
 
                 
Total return (c)
   
0.10
%
   
5.00
%(d)
                 
Ratios and supplemental data:
               
Net assets at end of period (000’s)
 
$
1,051
   
$
1,050
 
                 
Ratio of total expenses to average net assets
   
12.58
%
   
10.15
%(e)
                 
Ratio of net expenses to average net assets (f)
   
1.03
%
   
1.06
%(e)
                 
Ratio of net expenses to average net assets excluding dividend expense, borrowing costs and brokerage expense on securities sold short (f)
   
1.00
%(g)
   
0.99
%(e)
                 
Ratio of net investment income (loss) to average net assets (f)
   
0.19
%
   
(0.65
%)(e)
                 
Portfolio turnover rate
   
8
%
   
25
%(d)
 
(a)
Represents the period from the commencement of operations (December 29, 2015) through August 31, 2016.
(b)
Recognition of net investment income (loss) by the Fund is affected by the timing of the declaration of the dividends by the underlying investment companies in which the Fund invests.
(c)
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 reimbursed expenses.
(d)
Not annualized.
(e)
Annualized.
(f)
Ratio was determined after fee reductions and expense reimbursements by the Adviser (Note 4).
(g)
Includes federal excise taxes of 0.01% of average net assets with respect to the year ended August 31, 2017.
See accompanying notes to financial statements.
 
63

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS
August 31, 2017

 
1. Organization
 
Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund, and Castlemaine Multi-Strategy 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. The Funds commenced operations on December 29, 2015.
 
The investment objectives of the Funds are as follows:
 
 
Castlemaine Emerging Markets Opportunities Fund seeks to provide high total return, consisting of income and capital appreciation.
 
 
Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, and Castlemaine Multi-Strategy Fund seek capital appreciation.
 
 
Castlemaine Market Neutral Fund seeks total return, consisting of income and capital appreciation.
 
2. Significant Accounting Policies
 
In October 2016, the U.S. Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments. The Funds have adopted these amendments, which were effective August 1, 2017, with these financial statements.
 
The following is a summary of the Funds’ significant accounting policies. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Funds follows accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”
 
Securities valuation – The Funds’ portfolio securities 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 day the NYSE is open for business. Listed securities are valued 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. 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. Option contracts are valued at the closing price on the exchanges on which they are primarily traded; if no closing price is available at the time of valuation, the
 
64

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
option will be valued at the mean of the closing bid and ask prices for that day. Futures contracts are valued at their last sale price as of the close of trading on the NYSE; prices for these contracts are monitored by Castlemaine LLC (the “Adviser”) until the close of regular trading to determine if fair valuation is required. Investments in shares of other open-end investment companies are valued at their net asset value (“NAV”) as reported by such companies.
 
When using a quoted price and when the market for the security is considered active, the security will be classified as Level 1 within the fair value hierarchy. In the event that market quotations are not readily available or are considered unreliable due to market or other events, the securities and other assets are valued at fair value in accordance with procedures established by and under the general supervision of 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 NAV may differ from quoted or published prices for the same securities.
 
GAAP establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements.
 
Various inputs are used in determining the value of the 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
 
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.
 
65

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
The following is a summary of the inputs used to value each Fund’s investments and other financial instruments as of August 31, 2017:
 
Castlemaine Emerging Markets Opportunities Fund
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Investments in Securities
                       
Common Stocks
 
$
1,143,101
   
$
   
$
   
$
1,143,101
 
Exchange-Traded Funds
   
96,976
     
     
     
96,976
 
Purchased Option Contracts
   
17,671
     
75
     
     
17,746
 
U.S. Treasury Obligations
   
     
124,814
     
     
124,814
 
Total
 
$
1,257,748
   
$
124,889
   
$
   
$
1,382,637
 
Other Financial Instruments
                               
Common Stocks – Sold Short
 
$
(126,430
)
 
$
   
$
   
$
(126,430
)
Exchange-Traded Funds – Sold Short
   
(69,130
)
   
     
     
(69,130
)
Total
 
$
(195,560
)
 
$
   
$
   
$
(195,560
)

 
Castlemaine Event Driven Fund
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Investments in Securities
                       
Common Stocks
 
$
1,242,567
   
$
   
$
   
$
1,242,567
 
Rights
   
     
     
0
*
   
0
 
Purchased Option Contracts
   
33,726
     
88
     
     
33,814
 
U.S. Treasury Obligations
   
     
99,851
     
     
99,851
 
Total
 
$
1,276,293
   
$
99,939
   
$
0
   
$
1,376,232
 
Other Financial Instruments
                               
Common Stocks – Sold Short
 
$
(28,782
)
 
$
   
$
   
$
(28,782
)
Exchange-Traded Funds – Sold Short
   
(115,754
)
   
     
     
(115,754
)
Written Option Contracts
   
(2,150
)
   
     
     
(2,150
)
Total
 
$
(146,686
)
 
$
   
$
   
$
(146,686
)

 
*
Castlemaine Event Driven Fund holds Rights which have been fair valued at $0.
 
66

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
Castlemaine Long/Short Fund
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Investments in Securities
                       
Common Stocks
 
$
1,129,358
   
$
   
$
     
1,129,358
 
Exchange-Traded Funds
   
26,010
     
     
     
26,010
 
Purchased Option Contracts
   
37,823
     
20
     
     
37,843
 
U.S. Treasury Obligations
   
     
124,814
     
     
124,814
 
Total
 
$
1,193,191
   
$
124,834
   
$
   
$
1,318,025
 
Other Financial Instruments
                               
Common Stocks – Sold Short
 
$
(239,690
)
 
$
   
$
   
$
(239,690
)
Exchange-Traded Funds – Sold Short
   
(93,802
)
   
     
     
(93,802
)
Written Option Contracts
   
(2,225
)
   
     
     
(2,225
)
Total
 
$
(335,717
)
 
$
   
$
   
$
(335,717
)

 
Castlemaine Market Neutral Fund
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Investments in Securities
                       
Common Stocks
 
$
1,253,273
   
$
   
$
   
$
1,253,273
 
Exchange-Traded Funds
   
84,372
     
     
     
84,372
 
Purchased Option Contracts
   
10,986
     
     
     
10,986
 
U.S. Treasury Obligations
   
     
149,777
     
     
149,777
 
Total
 
$
1,348,631
   
$
149,777
   
$
   
$
1,498,408
 
Other Financial Instruments
                               
Common Stocks – Sold Short
 
$
(324,166
)
 
$
   
$
   
$
(324,166
)
Exchange-Traded Funds – Sold Short
   
(143,231
)
   
     
     
(143,231
)
Written Option Contracts
   
(3,817
)
   
     
     
(3,817
)
Total
 
$
(471,214
)
 
$
   
$
   
$
(471,214
)

 
Castlemaine Multi-Strategy Fund
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Investments in Securities
                       
Open-End Funds
 
$
863,146
   
$
   
$
   
$
863,146
 
Exchange-Traded Funds
   
127,896
     
     
     
127,896
 
Total
 
$
991,042
   
$
   
$
   
$
991,042
 

 
Refer to each Fund’s Schedule of Investments and Schedule of Securities Sold Short, if applicable, for a listing of the common stocks by industry type. As of August 31, 2017, the Funds did not have any transfers between Levels. It is the Funds’ policy to recognize transfers between Levels at the end of the reporting period. There were no Level 3 securities held by Castlemaine Emerging Markets Opportunities Fund, Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund and Castlemaine Multi-Strategy Fund as of August 31, 2017.
 
67

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
The following is a reconciliation of Level 3 securities of Castlemaine Event Driven Fund for which significant unobservable inputs were used to determine fair value between August 31, 2016 and August 31, 2017.
 
            
 
Castlemaine
Event Driven Fund
 
Balance as of August 31, 2016
 
$
 
Receipts of rights from corporate actions
   
0
*
Balance as of August 31, 2017
 
$
0
 

 
*
Castlemaine Event Driven Fund holds Rights which have been fair valued at $0.
 
The total amount of unrealized appreciation on Level 3 securities was $0 for Castlemaine Event Driven Fund as of August 31, 2017.
 
The following table summarizes the valuation techniques used and unobservable inputs developed by the Board to determine the fair value of the Level 3 investments:
 
Castlemaine Event Driven Fund
      
 
Fair Value at 08/31/2017
 
Valuation Technique
Unobservable Input
 
Range
 
Impact to Valuation from
an Increase in Input**
Rights
 
$
0
*
Deemed Worthless
Discount Percentage
   
100
%
Decrease
 
*
Castlemaine Event Driven Fund holds Rights which have been fair valued at $0.
**
This column represents the directional change in fair value of the Level 3 investments that would result in an increase from the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant increases and decreases in these inputs in isolation could result in significantly higher or lower fair value measurements.
 
Share valuation – The 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 – Dividend income is recorded on the ex-dividend date. Interest income is accrued as earned. Discounts and premiums on fixed income securities are amortized using the interest method. Withholding taxes on foreign dividends have been recorded for in accordance with the Funds’ understanding of the applicable country’s tax rules and 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.
 
68

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
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 – Distributions to shareholders arising from net investment income, if any, are declared and paid annually to shareholders. Net realized capital gains, if any, are distributed at least annually. 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 the distributions paid to shareholders of Castlemaine Emerging Markets Opportunities Fund and Castlemaine Event Driven Fund during the year ended August 31, 2017 was ordinary income. There were no distributions paid to shareholders of Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund and Castlemaine Multi-Strategy Fund during the year ended August 31, 2017. None of the Funds paid distributions to shareholders during the period ended August 31, 2016.
 
Short sales – The Funds sell securities short. When a Fund sells a security short, it must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale. A gain, limited to the price at which the Fund sold the security short, or a loss, unlimited in size, will be recognized upon the termination of a short sale. The Funds are also subject to the risk that they may be unable to reacquire a security to terminate a short position except at a price substantially in excess of the last quoted price. The Funds are 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 position. These costs are reported as dividend expense and brokerage expense on securities sold short, respectively, in the Statements of Operations. As collateral for its short positions, the Funds are required under the Investment Company Act of 1940, as amended (the “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 cash deposits with brokers or amounts due to prime broker for securities sold short are reported on the Statements of Assets and Liabilities. These amounts are considered in conjunction with securities held in the Funds’ collateral accounts. The amount of collateral is required to be adjusted daily to reflect changes in the value of the securities sold short. To the extent a Fund invests the proceeds received from selling securities short, it is engaging in a form of leverage. The use of leverage by a 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 the Adviser to accurately anticipate the future value of a security.
 
Option contracts – The Funds use option contracts in any manner consistent with their investment objectives and the 1940 Act. The Funds use options for speculative purposes as well as for the purpose of seeking to reduce the overall investment risk that would otherwise be associated with the securities in which the Funds invest.
 
69

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
Purchased option contracts – When a Fund purchases a call or put option, an amount equal to the total premium (the premium plus the commission) paid by the Fund is recorded as an asset in the Fund’s Statement of Assets and Liabilities and is subsequently marked-to-market daily. Premiums paid in the purchase of options that expire are treated as realized losses. Premiums paid in the purchase of call options that are exercised will increase the cost of the underlying security purchased. Premiums paid in the purchase of put options that are exercised will decrease the proceeds used to calculate the realized capital gain or loss on the sale of the underlying security.
 
Written option contracts – When a Fund writes a call or put option, an amount equal to the net premium (the premium less the commission) received by the Fund is recorded as a liability in the Fund’s Statement of Assets and Liabilities and is subsequently marked-to-market daily. Premiums received from writing call and put options that expire are treated as realized capital gains. Premiums received from writing call options that are exercised will increase the proceeds used to calculate the realized capital gain or loss on the sale of the underlying security. Premiums received from writing put options that are exercised will decrease the basis of the underlying security purchased.
 
If a closing purchase or sale transaction is used to terminate a Fund’s obligation on an option, a capital gain or loss will be realized, depending upon whether the price of the closing transaction is more or less than the premium previously paid on the option purchased or received on the option written.
 
The cash deposits with brokers or amounts due to prime brokers for option contracts are reported on the Statements of Assets and Liabilities.
 
Futures contracts – The Funds use futures contracts to gain exposure to or hedge against changes in the value of equity securities, real estate investments, interest rates, foreign currencies, or commodities. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. When a Fund purchases or sells a futures contract, no price is paid to or received by the Fund. Instead, the Fund is required to deposit in a segregated asset account an amount of cash or qualifying securities to cover part of the futures contract’s value. This is called the “initial margin deposit.” Subsequent payments, known as “variation margin,” are made or received by the Fund each day, depending on the daily fluctuations in the fair value of the underlying asset. The Fund recognizes an unrealized gain or loss equal to the daily variation margin. If market conditions move unexpectedly, the Fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. Any margin deposits for futures contracts are reported on the Statements of Assets and Liabilities.
 
Forward Foreign Currency Exchange Contracts – The Funds enter into contracts for the purchase or sale of a specific currency at a fixed price on a future date as a hedge or cross-hedge against either specific transactions, portfolio positions or exposure to foreign currency. When the Adviser believes that the currency of a particular country may produce positive returns against the currency of another country, each of those Funds purchase
 
70

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
or sell forward foreign currency exchange contracts to gain exposure to the differential in currency returns. All foreign currency exchange contracts are “marked-to-market” daily at the applicable translation rates resulting in unrealized gains or losses. Realized and unrealized gains or losses from transactions in foreign currency exchange contracts are reported on the Statements of Assets and Liabilities and Statements of Operations. Risks associated with these contracts include the potential inability of counterparties to meet the terms of their contracts and unanticipated movements in the value of a foreign currency relative to the U.S. dollar.
 
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 a 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 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 12 months ended October 31) plus undistributed amounts from prior years.
 
The following information is computed on a tax basis for each item as of August 31, 2017:
 
      
 
Castlemaine Emerging Markets Opportunities
Fund
   
Castlemaine
Event Driven
Fund
   
Castlemaine
Long/Short
Fund
 
Tax cost of portfolio investments
 
$
1,120,159
   
$
1,177,380
   
$
919,245
 
Gross unrealized appreciation
 
$
166,484
   
$
105,640
   
$
162,086
 
Gross unrealized depreciation
   
(99,566
)
   
(53,474
)
   
(99,023
)
Net unrealized appreciation
   
66,918
     
52,166
     
63,063
 
Undistributed ordinary income
   
     
40,706
     
 
Undistributed long-term capital gains
   
91,606
     
5,478
     
 
Accumulated capital and other losses
   
(67,937
)
   
     
(64,005
)
Other temporary differences
   
(108
)
   
     
(4,378
)
Accumulated earnings (deficit)
 
$
90,479
   
$
98,350
   
$
(5,320
)

 
71

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
     
 
Castlemaine
Market Neutral
Fund
   
Castlemaine
Multi-Strategy
Fund
 
Tax cost of portfolio investments
 
$
882,051
   
$
925,110
 
Gross unrealized appreciation
 
$
220,331
   
$
67,356
 
Gross unrealized depreciation
   
(75,188
)
   
(1,424
)
Net unrealized appreciation
   
145,143
     
65,932
 
Undistributed long-term capital gains
   
32,176
     
 
Accumulated capital and other losses
   
(1,995
)
   
(15,133
)
Other temporary differences
   
(15,775
)
   
 
Accumulated earnings
 
$
159,549
   
$
50,799
 

 
The difference between the federal income tax cost of portfolio investments and the financial statement cost of portfolio investments for Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund and Castlemaine Market Neutral 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 due primarily to the tax deferral of losses on wash sales, straddles and constructive sales, and adjustments to basis on publicly traded partnerships.
 
As of August 31, 2017, the Funds have the following capital loss carryforwards for federal income tax purposes. These capital loss carryforwards, which do not expire, may be utilized in future years to offset net realized capital gains, if any, prior to distributing such gains to shareholders.
 
     
 
Short-Term
   
Long-Term
 
Castlemaine Emerging Markets Opportunities Fund
 
$
   
$
 
Castlemaine Event Driven Fund
   
     
 
Castlemaine Long/Short Fund
   
62,231
     
 
Castlemaine Market Neutral Fund
   
     
 
Castlemaine Multi-Strategy Fund
   
12,808
     
 
 
72

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
Net qualified late year ordinary losses represent losses incurred after December 31, 2016 and specified losses incurred after October 31, 2016. These losses are deemed to arise on the first day of a Fund’s next taxable year. For the year ended August 31, 2017, the Funds intend to defer the following losses to September 1, 2017 for income tax purposes:
 
        
 
Late-Year
Ordinary Losses
   
Late-Year
Capital Losses
 
Castlemaine Emerging Markets Opportunities Fund
 
$
3,916
   
$
64,021
 
Castlemaine Event Driven Fund
   
     
 
Castlemaine Long/Short Fund
   
1,774
     
 
Castlemaine Market Neutral Fund
   
1,995
     
 
Castlemaine Multi-Strategy Fund
   
2,325
     
 
 
For the year ended August 31, 2017, the following reclassifications were made on the Statement of Assets and Liabilities for the Funds as a result of permanent differences in the recognition of capital gains or losses under income tax regulations and GAAP:
 
          
 
Castlemaine Emerging Markets Opportunities Fund
   
Castlemaine Event Driven Fund
   
Castlemaine Long/Short
Fund
   
Castlemaine Market
Neutral Fund
   
Castlemaine Multi-Strategy Fund
 
Paid-in capital
 
$
   
$
   
$
(3,191
)
 
$
(8,127
)
 
$
(88
)
Accumulated net investment loss
   
9,189
     
7,071
     
7,899
     
7,609
     
88
 
Accumulated net realized gains (losses) from security transactions
   
(9,189
)
   
(7,071
)
   
(4,708
)
   
518
     
 
 
Such reclassifications, the result of permanent differences between financial statement and income tax reporting requirements, have no effect on each Fund’s net assets or NAV per share. These permanent differences are due to adjustments related to publicly traded partnerships and passive foreign investment companies, differing treatments of ordinary losses, foreign currency gains and losses and short dividend and federal excise tax expenses.
 
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 (tax years ended August 31, 2016 and August 31, 2017) and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements. Each Fund is subject to examination by U.S. federal tax authorities for such tax periods.
 
73

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
3. Investment Transactions
 
During the year ended August 31, 2017, cost of purchases and proceeds from sales of investment securities, other than short-term investments, U.S. government securities, and short positions, were as follows:
 
      
 
Cost of
Purchases
   
Proceeds
from Sales
 
Castlemaine Emerging Markets Opportunities Fund
 
$
1,994,087
   
$
1,922,637
 
Castlemaine Event Driven Fund
   
3,759,296
     
3,656,253
 
Castlemaine Long/Short Fund
   
2,495,391
     
2,317,400
 
Castlemaine Market Neutral Fund
   
1,384,271
     
1,275,279
 
Castlemaine Multi-Strategy Fund
   
78,105
     
103,411
 
 
4. Transactions with Related Parties
 
INVESTMENT ADVISORY AGREEMENT
Each Fund’s investments are managed by Castlemaine LLC (the “Adviser”) pursuant to the terms of an Investment Advisory Agreement. Under the Investment Advisory Agreement, each of Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund and Castlemaine Market Neutral Fund pays the Adviser an advisory fee, computed and accrued daily and paid monthly, at the annual rate of 1.24% of its average daily net assets. Castlemaine Multi-Strategy Fund pays the Adviser an advisory fee, computed and accrued daily and paid monthly, at the annual rate of 1.24% of its average daily net assets, excluding that portion of the Fund’s average net assets invested in any affiliated fund managed by the Adviser.
 
Pursuant to an Expense Limitation Agreement (the “ELA”) between each Fund and the Adviser, the Adviser has contractually agreed, until December 31, 2018, to reduce investment advisory fees and reimburse other expenses to the extent necessary to limit total annual operating expenses (excluding brokerage costs; taxes; interest; costs to organize the Fund; acquired fund fees and expenses; extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business; and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act) to 1.49% of the average daily net assets for Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund and Castlemaine Market Neutral Fund, and to
 
74

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
0.99% of the average daily net assets for Castlemaine Multi-Strategy Fund. Accordingly, during the year ended August 31, 2017, the Adviser did not collect any of its investment advisory fees and, in addition, reimbursed other operating expenses as follows:
 
Castlemaine Emerging Markets Opportunities Fund
 
$
122,818
 
Castlemaine Event Driven Fund
   
115,113
 
Castlemaine Long/Short Fund
   
117,356
 
Castlemaine Market Neutral Fund
   
116,139
 
Castlemaine Multi-Strategy Fund
   
118,477
 
 
Under the terms of the ELA, investment advisory fee reductions and expense reimbursements by the Adviser are subject to repayment by each Fund for a period of three years after such fees and expenses were incurred, provided that the repayments do not cause total annual operating expenses to exceed the lesser of (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. As of August 31, 2017, the Adviser may seek repayment of investment advisory fee reductions and expense reimbursements no later than the dates listed below in the following amounts:
 
       
 
August 31,
2019
   
August 31,
2020
   
Total
 
Castlemaine Emerging Markets Opportunities Fund
 
$
70,562
   
$
138,584
   
$
209,146
 
Castlemaine Event Driven Fund
   
66,542
     
131,891
     
198,433
 
Castlemaine Long/Short Fund
   
66,279
     
132,561
     
198,840
 
Castlemaine Market Neutral Fund
   
65,939
     
132,189
     
198,128
 
Castlemaine Multi-Strategy Fund
   
62,419
     
120,809
     
183,228
 
 
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 each Fund’s portfolio securities.
 
Under the terms of a Distribution Agreement with the Trust, Ultimus Fund Distributors, LLC (the “Distributor”) serves as principal underwriter to the 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.
 
75

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
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 Chairperson 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 August 31, 2017, the following shareholders owned of record 5% or more of the outstanding shares of the Funds:
 
 
% Ownership
Name of Record Owner
Castlemaine Emerging Markets Opportunities Fund
Castlemaine Event Driven Fund
Castlemaine Long/Short
Fund
Castlemaine Market
Neutral Fund
Castlemaine Multi-Strategy Fund
The O’Shea Children’s Trust
83%
83%
83%
83%
100%
Castlemaine Multi-Strategy Fund
17%
17%
17%
17%
 
Colm O’Shea is the majority shareholder of the Adviser.
 
A beneficial owner of 25% or more of a Fund’s outstanding shares may be considered a controlling person. That shareholder’s vote could have a more significant effect on matters presented at a shareholder’s meeting.
 
76

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
AFFILIATED INVESTMENTS
As of August 31, 2017, Castlemaine Multi-Strategy Fund owned shares of Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, and Castlemaine Market Neutral Fund (the “Affiliated Investments”). Information regarding Castlemaine Multi-Strategy Fund’s holdings in the Affiliated Investments during the year ended August 31, 2017 is as follows:
 
         
 
August 31,
2016
Value
   
Purchases
   
Change in Unrealized Appreciation (Depreciation)
   
August 31, 2017
Value
   
Income
Distributions
 
Castlemaine Emerging Markets Opportunities Fund
 
$
218,200
   
$
1,196
   
$
(3,100
)
 
$
216,296
   
$
1,196
 
Castlemaine Event Driven Fund
   
218,800
     
6,674
     
(2,424
)
   
223,050
     
6,674
 
Castlemaine Long/Short Fund
   
203,000
     
     
(4,400
)
   
198,600
     
 
Castlemaine Market Neutral Fund
   
204,800
     
     
20,400
     
225,200
     
 
Total
 
$
844,800
   
$
7,870
   
$
10,476
   
$
863,146
   
$
7,870
 

 
During the year ended August 31, 2017, there were no sales nor realized gains or losses of Affiliated Investments for the Funds.
 
5. Derivatives Transactions
 
Transactions in long option contracts by the Funds during the year ended August 31, 2017 were as follows:
 
          
 
Option
Contracts
   
Cost
 
Castlemaine Emerging Markets Opportunities Fund
           
Options outstanding at beginning of year
   
265
   
$
31,249
 
Options purchased
   
2,604
     
214,752
 
Options sold
   
(653
)
   
(69,030
)
Options expired
   
(1,710
)
   
(133,746
)
Options exercised
   
(264
)
   
(17,676
)
Options outstanding at end of year
   
242
   
$
25,549
 
                 
Castlemaine Event Driven Fund
               
Options outstanding at beginning of year
   
227
   
$
28,207
 
Options purchased
   
3,084
     
278,595
 
Options sold
   
(841
)
   
(84,047
)
Options expired
   
(1,810
)
   
(154,534
)
Options exercised
   
(308
)
   
(31,018
)
Options outstanding at end of year
   
352
   
$
37,203
 

 
77

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
      
 
Option
Contracts
   
Cost
 
Castlemaine Long/Short Fund
           
Options outstanding at beginning of year
   
330
   
$
37,196
 
Options purchased
   
3,678
     
334,561
 
Options sold
   
(1,026
)
   
(104,313
)
Options expired
   
(2,316
)
   
(203,481
)
Options exercised
   
(243
)
   
(23,652
)
Options outstanding at end of year
   
423
   
$
40,311
 
Castlemaine Market Neutral Fund
               
Options outstanding at beginning of year
   
125
   
$
18,881
 
Options purchased
   
1,008
     
123,914
 
Options sold
   
(323
)
   
(44,105
)
Options expired
   
(655
)
   
(73,508
)
Options exercised
   
(28
)
   
(4,704
)
Options outstanding at end of year
   
127
   
$
20,478
 
Castlemaine Multi-Strategy Fund
               
Options outstanding at beginning of year
   
145
   
$
7,894
 
Options purchased
   
15
     
1,685
 
Options sold
   
(25
)
   
(517
)
Options expired
   
(125
)
   
(8,356
)
Options exercised
   
(10
)
   
(706
)
Options outstanding at end of year
   
   
$
 

 
Transactions in option contracts written by the Funds during the year ended August 31, 2017 were as follows:
 
      
 
Option
Contracts
   
Option
Premiums
 
Castlemaine Emerging Markets Opportunities Fund
           
Options outstanding at beginning of year
   
40
   
$
2,322
 
Options written
   
375
     
20,375
 
Options cancelled in a closing purchase transaction
   
(61
)
   
(4,698
)
Options expired
   
(170
)
   
(10,795
)
Options exercised
   
(184
)
   
(7,204
)
Options outstanding at end of year
   
   
$
 

 
78

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
        
 
Option
Contracts
   
Option
Premiums
 
Castlemaine Event Driven Fund
           
Options outstanding at beginning of year
   
35
   
$
3,478
 
Options written
   
364
     
25,605
 
Options cancelled in a closing purchase transaction
   
(184
)
   
(15,034
)
Options expired
   
(195
)
   
(12,821
)
Options exercised
   
(10
)
   
(545
)
Options outstanding at end of year
   
10
   
$
683
 
Castlemaine Long/Short Fund
               
Options outstanding at beginning of year
   
35
   
$
3,493
 
Options written
   
771
     
58,871
 
Options cancelled in a closing purchase transaction
   
(315
)
   
(30,746
)
Options expired
   
(376
)
   
(23,643
)
Options exercised
   
(90
)
   
(7,178
)
Options outstanding at end of year
   
25
   
$
797
 
Castlemaine Market Neutral Fund
               
Options outstanding at beginning of year
   
30
   
$
1,953
 
Options written
   
618
     
49,146
 
Options cancelled in a closing purchase transaction
   
(257
)
   
(23,162
)
Options expired
   
(254
)
   
(16,672
)
Options exercised
   
(89
)
   
(8,149
)
Options outstanding at end of year
   
48
   
$
3,116
 
Castlemaine Multi-Strategy Fund
               
Options outstanding at beginning of year
   
   
$
 
Options written
   
5
     
236
 
Options expired
   
(5
)
   
(236
)
Options outstanding at end of year
   
   
$
 

 
The average volume of activity of foreign forward currency exchange contracts for the Funds during the year ended August 31, 2017 is as follows:
 
      
 
Castlemaine Emerging Markets Opportunities Fund
   
Castlemaine Event Driven Fund
   
Castlemaine Long/Short
Fund
   
Castlemaine Market
Neutral Fund
   
Castlemaine Multi-Strategy Fund
 
Average notional value of:
 
Forward foreign currency exchange contracts
 
$
16,334
   
$
   
$
   
$
   
$
 

 
79

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
The Funds held no open forward foreign currency contracts as of August 31, 2017.
 
Derivative positions of the Funds as of August 31, 2017 are recorded in the following locations in the Statements of Assets and Liabilities:
 
         
Fair value
 
Risk
Type of derivative
Location
 
Asset
Derivatives
   
Liability
Derivatives
 
Castlemaine Emerging Markets Opportunities Fund
           
Commodity
Purchased option contracts
Investments in securities, at value
 
$
840
   
$
 
Equity
Purchased option contracts
Investments in securities, at value
   
13,000
         
Interest rate
Purchased option contracts
Investments in securities, at value
   
3,906
     
 
Total
      
$
17,746
   
$
 
Castlemaine Event Driven Fund
               
Commodity
Purchased option contracts
Investments in securities, at value
 
$
840
   
$
 
Equity
Purchased option contracts
Investments in securities, at value
   
29,068
     
 
Equity
Written option contracts
Written options, at value
   
     
(2,150
)
Interest rate
Purchased option contracts
Investments in securities, at value
   
3,906
     
 
Total
      
$
33,814
   
$
(2,150
)
Castlemaine Long/Short Fund
               
Commodity
Purchased option contracts
Investments in securities, at value
 
$
1,040
   
$
 
Equity
Purchased option contracts
Investments in securities, at value
   
32,897
     
 
Equity
Written option contracts
Written options, at value
   
     
(2,225
)
Interest rate
Purchased option contracts
Investments in securities, at value
   
3,906
     
 
Total
      
$
37,843
   
$
(2,225
)
Castlemaine Market Neutral Fund
               
Commodity
Purchased option contracts
Investments in securities, at value
 
$
1,040
   
$
 
Equity
Purchased option contracts
Investments in securities, at value
   
6,040
     
 
Equity
Written option contracts
Written options, at value
   
     
(3,817
)
Interest rate
Purchased option contracts
Investments in securities, at value
   
3,906
     
 
Total
      
$
10,986
   
$
(3,817
)

 
Castlemaine Multi-Strategy Fund held no derivative positions as of August 31, 2017.
 
80

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
Transactions in derivative instruments for the Funds during the year ended August 31, 2017 are recorded in the following locations in the Statements of Operations:
 
Derivative Investment Type
Location
Purchased option contracts
Net realized gains (losses) from investments
 
Net change in unrealized appreciation (depreciation) on investments
Written option contracts
Net realized gains (losses) from written option contracts
 
Net change in unrealized appreciation (depreciation) on written option contracts
Forward foreign currency exchange contracts
Net realized gains (losses) from foreign currency transactions
 
Net change in unrealized appreciation (depreciation) on forward foreign currency exchange contracts
 
The following is a summary of net realized gains (losses) and net change in unrealized appreciation (depreciation) on derivative instruments for the Funds during the year ended August 31, 2017:
 
Risk
Type of Derivative
 
Net
Realized
Gains
(Losses)
   
Net Change in Unrealized Appreciation (Depreciation)
   
Net
Realized
Gains
(Losses)
   
Net Change in Unrealized Appreciation (Depreciation)
 
      
Castlemaine Emerging
Markets Opportunities Fund
   
Castlemaine
Event Driven Fund
 
Commodity
Purchased option contracts
 
$
(3,089
)
 
$
(529
)
 
$
(2,885
)
 
$
(530
)
Equity
Purchased option contracts
   
(103,668
)
   
(588
)
   
(89,617
)
   
204
 
Interest Rate
Purchased option contracts
   
3,659
     
2,023
     
3,659
     
2,023
 
Commodity
Written option contracts
   
     
     
(744
)
   
 
Equity
Written option contracts
   
8,440
     
(1,322
)
   
20,730
     
(3,935
)
 
Total option contracts
   
(94,658
)
   
(416
)
   
(68,857
)
   
(2,238
)
Currency
Forward foreign currency contracts
   
(1,250
)
   
1,170
     
     
 
 
Total  
 
$
(95,908
)
 
$
754
   
$
(68,857
)
 
$
(2,238
)

 
81

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
Risk
Type of Derivative
 
Net
Realized
Gains
(Losses)
   
Net Change in Unrealized Appreciation (Depreciation)
   
Net
Realized
Gains
(Losses)
   
Net Change in Unrealized Appreciation (Depreciation)
 
      
Castlemaine
Long/Short Fund
   
Castlemaine
Market Neutral Fund
 
Commodity
Purchased option contracts
 
$
(8,686
)
 
$
(2,287
)
 
$
(2,269
)
 
$
(2,489
)
Equity
Purchased option contracts
   
(87,574
)
   
5,902
     
(40,572
)
   
(5,106
)
Interest Rate
Purchased option contracts
   
3,659
     
2,023
     
3,659
     
2,023
 
Commodity
Written option contracts
   
764
     
     
     
 
Equity
Written option contracts
   
24,711
     
(3,911
)
   
20,159
     
(1,664
)
 
Total
 
$
(67,126
)
 
$
1,727
   
$
(19,023
)
 
$
(7,236
)

 
Risk
Type of Derivative
 
Net
Realized
Gains
(Losses)
   
Net Change in Unrealized Appreciation (Depreciation)
 
      
Castlemaine
Multi-Strategies Fund
 
Commodity
Purchased option contracts
 
$
(870
)
 
$
640
 
Currency
Purchased option contracts
   
(1,116
)
   
(1,409
)
Equity
Purchased option contracts
   
(6,585
)
   
(2,417
)
Currency
Written option contracts
   
236
     
 
 
Total  
 
$
(8,335
)
 
$
(3,186
)

 
In the ordinary course of business, each Fund may enter into transactions subject to enforceable netting agreements or other similar arrangements (“netting agreements”). Generally, the right to offset in netting agreements allows each Fund to offset any exposure to a specific counterparty with any collateral received or delivered to that counterparty based on the terms of the agreements. Generally, each Fund manages its cash collateral securities and securities collateral on a counterparty basis.
 
82

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
As of August 31, 2017, the offsetting of financial liabilities and derivative liabilities is as follows:
 
Castlemaine Emerging Markets Opportunities Fund
 
Description
 
Gross Amounts of Recognized Assets
   
Gross Amounts Offset in Statements of Assets and Liabilities
   
Net Amounts of Assets Presented in Statements of Assets and Liabilities
   
Gross Amounts Not
Offset in the Statements of
Assets and Liabilities
   
Net Amount
 
 
Cash Collateral
   
Financial Instruments
 
Investments in securities at value
 
$
17,746
   
$
   
$
17,746
   
$
   
$
   
$
17,746
 

 
Castlemaine Event Driven Fund
 
Description
 
Gross Amounts of Recognized Assets
   
Gross Amounts Offset in Statements of Assets and Liabilities
   
Net Amounts of Assets Presented in Statements of Assets and Liabilities
   
Gross Amounts Not
Offset in the Statements of
Assets and Liabilities
   
Net Amount
 
 
Cash Collateral
   
Financial Instruments
 
Investments in securities at value
 
$
33,814
   
$
   
$
33,814
   
$
   
$
(2,150
)
 
$
31,664
 

 
      
Description
          
Gross Amounts of Recognized Liabilities
            
Gross Amounts Offset in Statements of Assets and Liabilities
        Net Amounts of Liabilities Presented in Statements of Assets and Liabilities        
Gross Amounts Not
Offset in the Statements of
Assets and Liabilities
                  
           
Cash Collateral
   
Financial Instruments
   
Net Amount
 
Written options, at value
 
$
(2,150
)
 
$
   
$
(2,150
)
 
$
   
$
(2,150
)
 
$
 

 
83

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
Castlemaine Long/Short Fund
 
Description
 
Gross Amounts of Recognized Assets
   
Gross Amounts Offset in Statements of Assets and Liabilities
   
Net Amounts of Assets Presented in Statements of Assets and Liabilities
   
Gross Amounts Not
Offset in the Statements of
Assets and Liabilities
   
Net Amount
 
 
Cash Collateral
   
Financial Instruments
 
Investments in securities at value
 
$
37,843
   
$
   
$
37,843
   
$
   
$
(2,225
)
 
$
35,618
 

 
                
Gross Amounts of Recognized Liabilities
            
Gross Amounts Offset in Statements of Assets and Liabilities
       Net Amounts of Liabilities Presented in Statements of Assets and Liabilities      
Gross Amounts Not
Offset in the Statements of
Assets and Liabilities
               
Description
             
Cash Collateral
   
Financial Instruments
   
Net Amount
 
Written options, at value
 
$
(2,225
)
 
$
   
$
(2,225
)
 
$
   
$
(2,225
)
 
$
 

 
Castlemaine Market Neutral Fund
 
Description
 
Gross Amounts of Recognized Assets
   
Gross Amounts Offset in Statements of Assets and Liabilities
   
Net Amounts of Assets Presented in Statements of Assets and Liabilities
   
Gross Amounts Not
Offset in the Statements of
Assets and Liabilities
   
Net Amount
 
 
Cash Collateral
   
Financial Instruments
 
Investments in securities at value
 
$
10,986
   
$
   
$
10,986
   
$
   
$
(3,817
)
 
$
7,169
 

 
            
Gross Amounts of Recognized Liabilities
              
Gross Amounts Offset in Statements of Assets and Liabilities
        Net Amounts of Liabilities Presented in Statements of Assets and Liabilities        
Gross Amounts Not
Offset in the Statements of
Assets and Liabilities
                
Description
             
Cash Collateral
   
Financial Instruments
   
Net Amount
 
Written options, at value
 
$
(3,817
)
 
$
   
$
(3,817
)
 
$
   
$
(3,817
)
 
$
 

 
84

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 
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. Each Fund’s 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.
 
7. 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 this sector, and therefore the value of the Fund’s portfolio will be adversely affected. As of August 31, 2017, Castlemaine Event Drive Fund had 26.1% of the value of its net assets invested in securities within the Consumer Discretionary sector.
 
8. 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.
 
85

CASTLEMAINE FUNDS
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 
To the Shareholders of Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund and Castlemaine Multi-Strategy Fund and Board of Trustees of Ultimus Managers Trust
 
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, securities sold short and open written option contracts of Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund and Castlemaine Multi-Strategy Fund (the “Funds”), each a series of Ultimus Managers Trust, as of August 31, 2017, and the related statements of operations and cash flows for the year then ended, and the statements of changes in net assets and the financial highlights for the two periods in the period then ended. 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 audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2017, 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 Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund and Castlemaine Multi-Strategy Fund as of August 31, 2017, the results of their operations and their cash flows for the year then ended, and the changes in their net assets and the financial highlights for each of the two periods in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
 
COHEN & COMPANY, LTD.
Cleveland, Ohio
October 27, 2017
 
86

CASTLEMAINE FUNDS
ABOUT YOUR FUND’S EXPENSES (Unaudited)

 
We believe it is important for you to understand the impact of costs on your investment. As a shareholder of the 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 (March 1, 2017) and held until the end of the period (August 31, 2017).
 
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 each Fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.
 
To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for the Fund under the heading “Expenses Paid During Period.”
 
Hypothetical 5% return – This section is intended to help you compare 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 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.
 
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 the Funds’ prospectus.
 
87

CASTLEMAINE FUNDS
ABOUT YOUR FUND’S EXPENSES (Unaudited) (Continued)

 
Beginning
Account Value
March 1, 2017
Ending
Account Value
August 31, 2017
Net Expense
Ratio
(a)
Expenses Paid
During Period
(b)
Castlemaine Emerging Markets Opportunities Fund
Based on Actual Fund Return
$1,000.00
$ 1,052.90
2.66%
$ 13.76
Based on Hypothetical 5% Return (before expenses)
$1,000.00
$ 1,011.80
2.66%
$ 13.49
Castlemaine Event Driven Fund
Based on Actual Fund Return
$1,000.00
$ 964.30
2.05%
$ 10.15
Based on Hypothetical 5% Return (before expenses)
$1,000.00
$ 1,014.87
2.05%
$ 10.41
Castlemaine Long/Short Fund
Based on Actual Fund Return
$1,000.00
$ 935.90
2.75%
$ 13.42
Based on Hypothetical 5% Return (before expenses)
$1,000.00
$ 1,011.34
2.75%
$ 13.94
Castlemaine Market Neutral Fund
Based on Actual Fund Return
$1,000.00
$ 1,025.50
2.88%
$ 14.70
Based on Hypothetical 5% Return (before expenses)
$1,000.00
$ 1,010.69
2.88%
$ 14.60
Castlemaine Multi-Strategy Fund
Based on Actual Fund Return
$1,000.00
$ 966.20
1.01%
$ 5.08
Based on Hypothetical 5% Return (before expenses)
$1,000.00
$ 1,020.11
1.01%
$ 5.14
 
(a)
Annualized, based on each Fund’s expenses for the 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 184/365 (to reflect the one-half year period).
 
88

CASTLEMAINE 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 1-888-594-0006, 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 1-888-594-0006, 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 1-888-594-0006. 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.
 
OTHER FEDERAL TAX INFORMATION (Unaudited)

 
Qualified Dividend Income – Pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003, and as extended by Tax Relief, Unemployment Insurance Reauthorization and Jobs Creation Act of 2010, the Funds designate the following percentages of their income dividends distributed, if any, in the fiscal year ended August 31, 2017 as qualified dividend income as defined in Section 1(h)(II) of the Internal Revenue Code.
 
Castlemaine Emerging Markets Opportunities Fund
100%
Castlemaine Event Driven Fund
9%
 
Dividends Received Deduction – Corporate shareholders are generally entitled to take the dividends received deduction on the portion of a Fund’s dividend distribution that qualifies under tax law. For the Funds’ fiscal year ended August 31, 2017, the corresponding percentages represent the amount of each distribution, if any, which will qualify for the dividends received deduction available to corporate shareholders.
 
Castlemaine Emerging Markets Opportunities Fund
15%
Castlemaine Event Driven Fund
7%
 
89

CASTLEMAINE FUNDS
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited)

 
The Board of Trustees 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 Funds to actively supervise their day-to-day operations. The officers have been elected for an annual term. Unless otherwise noted, each Trustee’s and officer’s address is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. The following are the Trustees and executive officers of the Funds:
 
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)
Chief Executive Officer and Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC (1999 to present)
27
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.
27
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
27
None
 
90

CASTLEMAINE 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
27
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.
 
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
Principal Executive Officer
(April 2017 to present)
 
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, FSI LBAR Fund (2013 to 2016), The Huntington Funds (2005 to 2013), 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-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)
 
91

CASTLEMAINE 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: (continued)
 
Frank L. Newbauer
Year of Birth: 1954
Since
February
2012
Secretary
(July 2017 to present)
 
Assistant Secretary
(April 2015 to
July 2017)
 
Secretary
(February 2012 to April 2015)
Assistant Vice President of Ultimus Fund Solutions, LLC (2010 to present)
Charles C. Black
Year of Birth: 1979
Since
April
2015
Chief Compliance Officer
(January 2016 to present)
 
Assistant Chief Compliance Officer
(April 2015 to January 2016)
Senior Compliance Officer of Ultimus Fund Solutions, LLC (2015 to present); Chief Compliance Officer of The Caldwell & Orkin Funds, Inc. (2016 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 Fund’s Statement of Additional Information (“SAI”). To obtain a free copy of the SAI, please call 1-800-514-3583.
 
92

 
 
 
This page intentionally left blank.
 
 
 

 
Annual Report
 
August 31, 2017

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
LETTER TO SHAREHOLDERS
September 22, 2017
 
During the year ending August 31st, 2017, the Marshfield Concentrated Opportunity Fund returned 19.3%, compared to the 16.2% return for the S&P 500 Index.
 
Since the Fund’s inception in late 2015, we have used these letters in part to expound on our general approach to macroeconomic and political events. While we refrain from both predicting such events and from investing based on the anticipation of specific scenarios, we do pay close attention to current domestic and global developments. This allows us to understand something about how our companies perform in different environments, both in terms of their operating results and in terms of management’s approach to such things as regulatory upheaval and changes in end market demand. In the absence of good, actionable information about larger trends, we always believe it is in the interest of the Fund and its shareholders that we make our decisions on a bottom-up basis. Irrespective of the external climate, we ask ourselves if a stock is cheap enough to buy, if the stock has a sufficient moat around its business so that it can withstand onslaught by competitors, if the company and its management have enough resiliency to address extant as well as unanticipated challenges, and if the company’s corporate culture is appropriate to its business. As managers, we feel comfortable making a judgment about those aspects of a business, thereby making it more likely our investments can withstand shocks and not only survive, but thrive in any type of external environment.
 
Minutes before the close of the first polls on the East Coast on November 8th, 2016, prognosticators and betting markets gave Donald J. Trump between a 1% and 35% chance to win the presidential election. Both conventional wisdom and financial markets believed (nearly unanimously) that Hillary Clinton would be elected President of the United States, the result of which would be a third consecutive term for a Democrat and a likely continuation of the policies of President Barack Obama. Mr. Trump’s subsequent upset victory led to an overnight market downturn, but nearly instantaneous reversal the next day. The rise in the S&P 500 has continued nearly uninterrupted through August.
 
Prior to the election, consistent with our practice, expectations of the outcome of the election did not figure explicitly in our decision-making. However, as natural contrarians, our portfolio ended up being heavily weighted towards companies and industries that were out of favor during the Obama years but that we believed would be rewarded as the existing economic recovery proceeded apace. These stocks were discounted in a market that believed in a Clinton victory, and thus a continuation of the status quo. As conventional wisdom caught up with the new reality, industries such as financial services, manufacturing, and for-profit education experienced rapid stock-price appreciation in anticipation of a change in policy. Companies in the Fund such as Strayer, Goldman Sachs, and U.S. Bancorp experienced a rapid upward reversion to what we believe to be their intrinsic values. By definition, we purchased these companies believing they would be valued fairly by the market at some point, but did not expect the 2016 election to be the impetus. The Fund’s outperformance from August 2016 to August 2017 was principally (but not entirely) concentrated in this strong first quarter.
 
1

While the rise of stocks like Strayer (up 64% for the year), John Deere (37%), Goldman Sachs (32%), and Cummins (27%) can in some or large part be attributed to changes in the direction of the political winds as well as continued improvement in the economic environment, other strong performers simply executed their businesses exceptionally well. Both MasterCard (up 38%) and Visa (up 28%) continue to be integral and dominant players in the payments space, taking a small piece of each transaction in exchange for maintaining the rails. NVR (up 61%) has excelled in building entry-level homes at reasonable prices within in-demand markets, using their land option strategy to acquire lots only as needed. Finally, while it consistently flies under the radar of most Wall Street analysts, Arch Capital (up 20%) grew book value in its property casualty book of business on both the insurance and reinsurance sides, and acquired the mortgage insurance operations of AIG, diversifying their book of business and giving them another profitable source of return.1
 
Our historical track record is one of limited turnover, and that was true again this year. We made few—but we believe important—sales. First, we sold our Leucadia position due to its inability to generate a sufficient return in the investment banking side of its business. We sold Yum China due to its single-country concentration in a market we don’t understand as well as our home market (though we retain some exposure, albeit significantly more diversified, inside our Yum investment). Allied World made a questionable acquisition and we had concerns about their management team (they may share those concerns internally; after we sold the stock they sold the company to another insurance company) so we sold the position. Wells Fargo’s scandals tested our thesis about a strong corporate culture (while they excelled at protecting themselves against in-coming risks to the company, they paid insufficient attention to outward-bound risks to customers); given the stock’s uptick in price post-election, we felt exiting the investment completely was prudent. Finally, we trimmed two positions: Strayer (due to liquidity concerns after significant appreciation) and Goldman Sachs (in order to limit its position size to less than 5% of the portfolio).
 
Along the way, we acquired two new names for the Fund. We are always on the hunt for stocks that we believe are temporarily out of favor, and this often means looking at industries the market hates. This year, the market, for good reason, has its sights set on retail. Amazon’s primacy and dominance in the e-commerce space, combined with its seeming unending appetite for growth and its utter indifference to profit have led to declining margins in many areas of retail, lower same-store sales, and even bankruptcy for some merchants. Given the environment, investing in the retail space may seem perverse, but there are things that Amazon cannot do (at least not yet). They have trouble selling items where expert advice is integral to the product sale and where (drone rumors notwithstanding) the customer needs the goods right now, no matter what. AutoZone and O’Reilly, both auto parts retailers in the do-it-yourself as well as commercial sectors, experienced declines in their same-store sales during the year that some wish to attribute to Amazon’s presence in the space. We think it more likely that this was the result of the snow falling a bit less and the sun shining a bit more softly (that is to say, the weather has been too good, with fewer auto parts failing and requiring replacement). Both companies have a culture of service that online parts distributors cannot match, and both companies have the distribution capabilities to get
 

1
All price changes are from Bloomberg pricing data, 8/31/16 and 8/31/17.
 
2

customers the part they need that day so they can get back to driving. We believe that these extremely high return on capital businesses continue to have a place in consumers’ minds and pocketbooks even in the age of Amazon.
 
Our approach in any environment is to stick to our discipline. That means: 1) understanding what’s real and what’s fantasy; 2) acting with equanimity to exploit the misjudgments of the crowd; and 3) being patient and not pulling the trigger before our buy or sell price has been reached. These things won’t change. Process and discipline are why we believe investors choose to invest in the Fund, and we take our mandate to preserve capital and generate risk-adjusted returns very seriously.
 
We thank you for the opportunity to invest your money and for your confidence in our process and discipline.
 
Sincerely,
 
Elise J. Hoffmann
Portfolio Manager
Christopher M. Niemczewski
Portfolio Manager
 
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 1-855-691-5288.
 
An investor should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. The Fund’s prospectus contains this and other important information. To obtain a copy of the Fund’s prospectus please visit our website at www.MarshfieldFunds.com or call 1-855-691-5288 and a copy will be sent to you free of charge. Please read the prospectus carefully before you invest. The Fund is distributed by Ultimus Fund Distributors, LLC.
 
The Letter to Shareholders seeks to describe some of the Adviser’s current opinions and views of the financial markets. Although the Adviser believes it has a reasonable basis for any opinions or views expressed, actual results may differ, sometimes significantly so, from those expected or expressed. The securities held by the Fund that are discussed in the Letter to Shareholders were held during the period covered by this Report. They do not comprise the entire investment portfolio of the Fund, may be sold at any time, and may no longer be held by the Fund. For a complete list of securities held by the Fund as of August 31, 2017, please see the Schedule of Investments section of the annual report. The opinions of the Fund’s adviser with respect to those securities may change at any time.
 
Statements in the Letter to Shareholders that reflect projections or expectations for future financial or economic performance of the Fund and the market in general and statements of the Fund’s plans and objectives for future operations are forward-looking statements. No assurance can be given that actual results or events will not differ materially from those projected, estimated, assumed, or anticipated in any such forward-looking statements. Important factors that could result in such differences, in addition to factors noted with such forward-looking statements, include, without limitation, general economic conditions, such as inflation, recession, and interest rates. Past performance is not a guarantee of future results.
 
3

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
PERFORMANCE INFORMATION (Unaudited)

 
Comparison of the Change in Value of a $10,000 Investment in
Marshfield Concentrated Opportunity Fund versus
the S&P 500
® Index
 
 
Average Annual Total Returns
(for the periods ended August 31, 2017)
  1 Year
Since
Inception (b)
Marshfield Concentrated Opportunity Fund(a)
19.27%
15.10%
S&P 500® Index
16.23%
13.30%
 
(a)
The total returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares.
(b)
The Fund commenced operations on December 29, 2015.
 
4

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
PORTFOLIO INFORMATION
August 31, 2017 (Unaudited)

 
Portfolio Allocation (% of Net Assets)
 
Top 10 Holdings

 
Security Description
% of Net Assets
Moody's Corporation
10.1%
Arch Capital Group Ltd.
9.7%
NVR, Inc.
7.7%
Cummins, Inc.
5.7%
Deere & Company
5.4%
Goldman Sachs Group, Inc. (The)
4.9%
AutoZone, Inc.
4.4%
YUM! Brands, Inc.
4.4%
Fastenal Company
4.2%
Expeditors International of Washington, Inc.
4.2%
 
5

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
SCHEDULE OF INVESTMENTS
August 31, 2017
 
COMMON STOCKS — 88.1%
 
Shares
   
Value
 
Consumer Discretionary — 27.3%
           
Diversified Consumer Services — 2.7%
           
Strayer Education, Inc.
   
4,361
   
$
348,924
 
                 
Hotels, Restaurants & Leisure — 6.6%
               
Chipotle Mexican Grill, Inc. (a)
   
884
     
279,972
 
YUM! Brands, Inc.
   
7,303
     
561,016
 
             
840,988
 
Household Durables — 7.7%
               
NVR, Inc. (a)
   
361
     
982,227
 
                 
Specialty Retail — 10.3%
               
AutoZone, Inc. (a)
   
1,076
     
568,601
 
O'Reilly Automotive, Inc. (a)
   
2,026
     
397,359
 
Ross Stores, Inc.
   
6,098
     
356,428
 
             
1,322,388
 
Financials — 28.5%
               
Banks — 3.8%
               
U.S. Bancorp
   
9,434
     
483,492
 
                 
Capital Markets — 15.0%
               
Goldman Sachs Group, Inc. (The)
   
2,820
     
630,947
 
Moody's Corporation
   
9,643
     
1,292,451
 
             
1,923,398
 
Insurance — 9.7%
               
Arch Capital Group Ltd. (a)
   
12,831
     
1,248,970
 
                 
Health Care — 1.1%
               
Life Sciences Tools & Services — 1.1%
               
Waters Corporation (a)
   
795
     
145,867
 
                 
Industrials — 23.1%
               
Air Freight & Logistics — 4.2%
               
Expeditors International of Washington, Inc.
   
9,614
     
539,345
 
                 
Machinery — 11.1%
               
Cummins, Inc.
   
4,609
     
734,582
 
Deere & Company
   
5,935
     
688,045
 
             
1,422,627
 
 
See accompanying notes to financial statements.
 
6

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
SCHEDULE OF INVESTMENTS (Continued)
 
COMMON STOCKS — 88.1% (Continued)
 
Shares
   
Value
 
Industrials — 23.1% (Continued)
           
Road & Rail — 3.6%
           
Union Pacific Corporation
   
4,412
   
$
464,584
 
                 
Trading Companies & Distributors — 4.2%
               
Fastenal Company
   
12,640
     
539,349
 
                 
Information Technology — 8.1%
               
IT Services — 8.1%
               
MasterCard, Inc. - Class A
   
3,792
     
505,474
 
Visa, Inc. - Class A
   
5,162
     
534,370
 
             
1,039,844
 
                 
Total Common Stocks (Cost $9,423,704)
         
$
11,302,003
 
 
 
U.S. Treasury Obligations — 1.9%
 
Par Value
   
Value
 
U.S. Treasury Bills (b) — 1.9%
           
0.916%, due 10/12/17 (Cost $249,740)
 
$
250,000
   
$
249,681
 
 
 
MONEY MARKET FUNDS — 5.3%
 
Shares
   
Value
 
Vanguard Treasury Money Market Fund, 0.93% (c)
           
(Cost $675,138)
   
675,138
   
$
675,138
 
                 
Total Investments at Value — 95.3% (Cost $10,348,582) 
         
$
12,226,822
 
                 
Other Assets in Excess of Liabilities — 4.7%
           
607,034
 
                 
Net Assets — 100.0%
         
$
12,833,856
 
 
(a)
Non-income producing security.
(b)
The rate shown is the annualized yield at time of purchase, not a coupon rate.
(c)
The rate shown is the 7-day effective yield as of August 31, 2017.
See accompanying notes to financial statements.
 
7

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
STATEMENT OF ASSETS AND LIABILITIES
August 31, 2017
 
ASSETS
 
 
Investments in securities:
 
 
At acquisition cost
 
$
10,348,582
 
At value (Note 2)
 
$
12,226,822
 
Cash (Note 2)
   
582,648
 
Dividends receivable
   
14,579
 
Receivable for capital shares sold
   
10,667
 
Receivable from Adviser (Note 4)
   
2,515
 
Other assets
   
7,641
 
Total assets
   
12,844,872
 
         
LIABILITIES
       
Payable to administrator (Note 4)
   
7,100
 
Other accrued expenses
   
3,916
 
Total liabilities
   
11,016
 
         
NET ASSETS
 
$
12,833,856
 
         
NET ASSETS CONSIST OF:
       
Paid-in capital
 
$
10,825,024
 
Undistributed net investment income
   
8,501
 
Undistributed net realized gains from security transactions
   
122,091
 
Net unrealized appreciation on investments
   
1,878,240
 
NET ASSETS
 
$
12,833,856
 
         
Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)
   
1,019,923
 
       
Net asset value, offering price and redemption price per share (Note 2)
 
$
12.58
 
 
See accompanying notes to financial statements.
 
8

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
STATEMENT OF OPERATIONS
For the Year Ended August 31, 2017
 
INVESTMENT INCOME
     
Dividend income
 
$
97,063
 
Interest
   
2,317
 
   
99,380
 
EXPENSES 
       
Investment advisory fees (Note 4)
   
80,023
 
Professional fees
   
39,101
 
Fund accounting fees (Note 4)
   
26,845
 
Administration fees (Note 4)
   
26,000
 
Transfer agent fees (Note 4)
   
15,750
 
Compliance fees (Note 4)
   
12,563
 
Trustees' fees and expenses (Note 4)
   
9,986
 
Registration and filing fees
   
9,361
 
Custody and bank service fees
   
6,924
 
Printing of shareholder reports
   
3,480
 
Insurance expense
   
3,036
 
Postage and supplies
   
2,329
 
Other expenses
   
6,767
 
Total expenses
   
242,165
 
Less fee reductions and expense reimbursements by the Adviser (Note 4)
   
(149,506
)
Net expenses
   
92,659
 
         
NET INVESTMENT INCOME
   
6,721
 
         
REALIZED AND UNREALIZED GAINS ON INVESTMENTS
       
Net realized gains from security transactions
   
133,074
 
Net change in unrealized appreciation (depreciation) on investments
   
1,262,848
 
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS
   
1,395,922
 
         
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
 
$
1,402,643
 
 
See accompanying notes to financial statements.
 
9

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
 
 
Year
Ended
August 31,
2017
   
Period
Ended
August 31,
2016
(a)
 
FROM OPERATIONS
           
Net investment income
 
$
6,721
   
$
13,802
 
Net realized gains from security transactions
   
133,074
     
20,496
 
Net change in unrealized appreciation (depreciation) on investments
   
1,262,848
     
615,392
 
Net increase in net assets resulting from operations
   
1,402,643
     
649,690
 
                 
FROM DISTRIBUTIONS TO SHAREHOLDERS (Note 2)
               
From net investment income
   
(11,998
)
   
 
From net realized gains
   
(31,503
)
   
 
Decrease in net assets from distributions to shareholders
   
(43,501
)
   
 
                 
CAPITAL SHARE TRANSACTIONS
               
Proceeds from shares sold
   
5,829,947
     
5,241,440
 
Net asset value of shares issued in reinvestment of distributions to shareholders
   
43,070
     
 
Payments for shares redeemed
   
(289,433
)
   
 
Net increase in net assets from capital share transactions
   
5,583,584
     
5,241,440
 
                 
TOTAL INCREASE IN NET ASSETS
   
6,942,726
     
5,891,130
 
                 
NET ASSETS
               
Beginning of period
   
5,891,130
     
 
End of period
 
$
12,833,856
   
$
5,891,130
 
                 
UNDISTRIBUTED NET INVESTMENT INCOME
 
$
8,501
   
$
13,802
 
                 
CAPITAL SHARE ACTIVITY
               
Shares sold
   
484,894
     
555,314
 
Shares reinvested
   
3,775
     
 
Shares redeemed
   
(24,060
)
   
 
Net increase in shares outstanding
   
464,609
     
555,314
 
Shares outstanding at beginning of period
   
555,314
     
 
Shares outstanding at end of period
   
1,019,923
     
555,314
 
 
(a)
Represents the period from the commencement of operations (December 29, 2015) through August 31, 2016.
See accompanying notes to financial statements.
 
10

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
FINANCIAL HIGHLIGHTS
 
Per Share Data for a Share Outstanding Throughout Each Period
 
 
 
Year
Ended
August 31,
2017
   
Period
Ended
August 31,
2016
(a)
 
Net asset value at beginning of period
 
$
10.61
   
$
10.00
 
                 
Income from investment operations:
               
Net investment income
   
0.00
(b) 
   
0.02
 
Net realized and unrealized gains on investments
   
2.04
     
0.59
 
Total from investment operations
   
2.04
     
0.61
 
                 
Less distributions:
               
From net investment income
   
(0.02
)
   
 
From net realized gains
   
(0.05
)
   
 
Total distributions
   
(0.07
)
   
 
                 
Net asset value at end of period
 
$
12.58
   
$
10.61
 
                 
Total return (c)
   
19.27
%
   
6.10
%(d)
                 
Net assets at end of period (000's)
 
$
12,834
   
$
5,891
 
                 
Ratios/supplementary data:
               
Ratio of total expenses to average net assets
   
2.87
%
   
3.80
%(e)
                 
Ratio of net expenses to average net assets (f)
   
1.10
%
   
1.22
%(e)
                 
Ratio of net investment income to average net assets (f)
   
0.08
%
   
0.42
%(e)
                 
Portfolio turnover rate
   
11
%
   
18
%(d)
 
(a)
Represents the period from the commencement of operations (December 29, 2015) through August 31, 2016.
(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.
 
11

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
NOTES TO FINANCIAL STATEMENTS
August 31, 2017

 
1. Organization
 
Marshfield Concentrated Opportunity Fund (the “Fund”) is a non-diversified series of Ultimus Managers Trust (the “Trust”), an open-end investment company established as an Ohio business trust under a Declaration of Trust dated February 28, 2012. Other series of the Trust are not incorporated in this report. The Fund commenced operations on December 29, 2015.
 
The investment objective of the Fund is to seek the dual goals of capital preservation and the long-term growth of principal, while targeting a pattern of performance at variance with that of the market.
 
2. Significant Accounting Policies
 
In October 2016, the U.S. Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments. The Fund has adopted these amendments, which were effective August 1, 2017, with these financial statements.
 
The following is a summary of the Fund’s significant accounting policies used in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Fund follows accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”
 
Securities valuation – The Fund values its portfolio securities at market value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open for business. The Fund values its listed securities on the basis of the security’s last sale price on the security’s primary exchange, if available, otherwise at the exchange’s most recently quoted mean price. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. Investments representing shares of other open-end investment companies, including money market funds, are valued at their net asset value as reported by such companies. When using a quoted price and when the market is considered active, the security will be classified as Level 1 within the fair value hierarchy. Fixed income securities are generally valued using prices provided by an independent pricing service approved by the Board of Trustees of the Trust (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. In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value in accordance with procedures established by and under the general supervision of the Board. Under these procedures, the securities will be classified as Level 2 or 3 within the fair value hierarchy (see below),
 
12

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
 
depending on the inputs used. Unavailable or unreliable market quotes may be due to the following factors: a substantial bid-ask spread; infrequent sales resulting in stale prices; insufficient trading volume; small trade sizes; a temporary lapse in any reliable pricing source; and actions of the securities or futures markets, such as the suspension or limitation of trading. As a result, the prices of securities used to calculate the Fund’s net asset value (“NAV”) may differ from quoted or published prices for the same securities.
 
GAAP establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements.
 
Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:
 
 
Level 1 – quoted prices in active markets for identical securities
 
 
Level 2 – other significant observable inputs
 
 
Level 3 – significant unobservable inputs
 
The inputs or methods used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.
 
The following is a summary of the inputs used to value the Fund’s investments as of August 31, 2017:
 
 
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Investments in Securities:
                       
Common Stocks
 
$
11,302,003
   
$
   
$
   
$
11,302,003
 
U.S. Treasury Obligations
   
     
249,681
     
     
249,681
 
Money Market Funds
   
675,138
     
     
     
675,138
 
Total
 
$
11,977,141
   
$
249,681
   
$
   
$
12,226,822
 

 
Refer to the Fund’s Schedule of Investments for a listing of the common stocks by industry type. As of August 31, 2017, the Fund did not have any transfers between Levels. In addition, the Fund 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 August 31, 2017. It is the Fund’s policy to recognize transfers between Levels at the end of the reporting period.
13

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
 
Cash account – The Fund’s cash is held in a bank account with balances which may exceed the amount covered by federal deposit insurance. As of August 31, 2017, the cash balance reflected on the Statement of Assets and Liabilities represents the amount held in a deposit sweep account.
 
Share valuation – The NAV per share of the Fund is calculated daily by dividing the total value of the Fund’s assets, less liabilities, by the number of shares outstanding. The offering price and redemption price per share of the Fund is equal to the NAV, except that shares of the Fund are subject to a redemption fee of 2% if redeemed within 90 days of the date of purchase. During the periods ended August 31, 2017 and 2016, the redemption fee did not apply to any shareholder transactions.
 
Investment income – Dividend income is recorded on the ex-dividend date. Interest income is accrued as earned.
 
Security transactions – Security transactions are accounted for on the trade date. 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 Fund and the other series of the Trust based on the relative net assets of each series or the nature of the services performed and the relative applicability to each series.
 
Distributions to shareholders – The Fund will distribute to shareholders any net investment income 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 are recorded on the ex-dividend date. The tax character of the Fund’s distributions paid to shareholders during the year ended August 31, 2017 was ordinary income. There were no distributions paid to shareholders during the period ended August 31, 2016.
 
Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
 
Federal income tax – The Fund has qualified and intends to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”). Qualification generally will relieve the Fund of liability for federal income taxes to the extent 100% of its net investment income and net realized capital gains are distributed in accordance with the Code.
 
14

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
 
In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Fund’s intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the 12 months ended October 31) plus undistributed amounts from prior years.
 
The Fund has changed its tax year end from September 30 to August 31.
 
The following information is computed on a tax basis for each item as of August 31, 2017:

Tax cost of portfolio investments
 
$
10,351,278
 
Gross unrealized appreciation
 
$
2,052,149
 
Gross unrealized depreciation
   
(176,605
)
Net unrealized appreciation
   
1,875,544
 
Undistributed ordinary income
   
9,660
 
Undistributed long-term capital gains
   
123,628
 
Accumulated earnings
 
$
2,008,832
 

 
The values of the federal income tax cost of portfolio investments and the tax components of accumulated earnings and the financial statement cost of portfolio investments and components of net assets may be temporarily different (“book/tax differences”). These book/tax differences are due to the timing of the recognition of capital gains or losses under income tax regulations and GAAP, primarily due to the tax deferral of losses on wash sales.
 
For the year ended August 31, 2017, the following reclassification was made on the Statement of Assets and Liabilities as a result of permanent differences in the recognition of capital gains or losses under income tax regulations and GAAP:
 
Undistributed net investment income
 
$
(24
)
Undistributed net realized gains from securities transactions
 
$
24
 
 
Such reclassification had no effect on the Fund’s net assets or NAV.
 
The Fund recognizes the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has reviewed the Fund’s tax positions for all open tax periods (periods ended September 30, 2016 and August 31, 2017) and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements. The Fund identifies its major tax jurisdiction as U.S. Federal.
15

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
 
3. Investment Transactions
 
During the year ended August 31, 2017, cost of purchases and proceeds from sales of investment securities, other than short-term investments, were $5,476,995 and $815,058, respectively.
 
4. Transactions with Related Parties
 
INVESTMENT ADVISORY AGREEMENT
The Fund’s investments are managed by Marshfield Associates, Inc. (the “Adviser”) pursuant to the terms of an Investment Advisory Agreement. Under the Investment Advisory Agreement, the Fund pays the Adviser an advisory fee, computed and accrued daily and paid monthly, at the annual rate of 0.95% of its average daily net assets.
 
Pursuant to an Expense Limitation Agreement (“ELA”) between the Fund and the Adviser, the Adviser has contractually agreed, until December 31, 2018, to reduce its investment advisory fees and reimburse other expenses to limit total annual operating expenses (exclusive of brokerage costs; taxes; interest; costs to organize the Fund; acquired fund fees and expenses; extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business; and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”)), to an amount not exceeding 1.10% of the Fund’s average daily net assets. Accordingly, during the year ended August 31, 2017, the Adviser did not collect any of its investment advisory fees and reimbursed other operating expenses totaling $69,483.
 
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 the repayments do not cause total annual operating expenses to exceed the lesser of (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. As of August 31, 2017, the Adviser may seek repayment of investment advisory fee reductions and expense reimbursements in the amount of $234,760 no later than the dates as stated below:
 
August 31, 2019
August 31, 2020
Total
$85,254
$149,506
$234,760
 
16

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
 
OTHER SERVICE PROVIDERS
Ultimus Fund Solutions, LLC (“Ultimus”) provides administration, fund accounting, compliance and transfer agency services to the Fund. The Fund pays Ultimus fees in accordance with the agreements for such services. In addition, the Fund pays out-of-pocket expenses including, but not limited to, postage, supplies, and costs of pricing the Fund’s portfolio securities.
 
Under the terms of a Distribution Agreement with the Trust, Ultimus Fund Distributors, LLC (the “Distributor”) serves as principal underwriter to the Fund. The Distributor is a wholly-owned subsidiary of Ultimus. The Distributor is compensated by the Adviser (not the Fund) for acting as principal underwriter.
 
Certain officers and a Trustee of the Trust are also officers of Ultimus and the Distributor.
 
TRUSTEE COMPENSATION
Effective October 1, 2016 each Trustee who is not an “interested person” of the Trust (“Independent Trustee”) receives a $1,000 annual retainer from the Fund, paid quarterly, except for the Board Chairperson who receives a $1,200 annual retainer from the Fund, paid quarterly. Each Independent Trustee also receives from the Fund a fee of $500 for each Board meeting attended plus reimbursement for travel and other meeting-related expenses. Prior to October 1, 2016, the 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 August 31, 2017, the following shareholders owned of record 5% or more of the outstanding shares of the Fund:
 
Name of Record Owner
% Ownership
William K. Wilburn
12%
Christopher M. Niemczewski
11%
Carolyn Miller
7%
Elise J. Hoffman
7%
Melissa Vinick Gilbert
7%
 
5. Sector Risk
 
If the 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 this sector, and therefore the value of the Fund’s portfolio will be adversely affected.
17

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
 
As of August 31, 2017, the Fund had 27.3% and 28.5% of the value of its net assets invested in securities within the Consumer Discretionary and Financials sectors, respectively.
 
6. Contingencies and Commitments
 
The Fund indemnifies the Trust’s officers and Trustees for certain liabilities that might arise from their performance of their duties to the Fund. Additionally, in the normal course of business the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
 
7. Subsequent Events
 
The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events.
 
18

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
 
To the Shareholders of Marshfield Concentrated Opportunity Fund and
Board of Trustees of Ultimus Managers Trust
 
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Marshfield Concentrated Opportunity Fund (the “Fund”), a series of Ultimus Managers Trust, as of August 31, 2017, the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the two periods in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our 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 audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2017, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 Marshfield Concentrated Opportunity Fund as of August 31, 2017, the results of its operations for the year then ended, and the changes in its net assets and financial highlights for each of the two periods in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
 
COHEN & COMPANY, LTD.
Cleveland, Ohio
October 25, 2017
19

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited)
 
We believe it is important for you to understand the impact of costs on your investment. As a shareholder of the Fund, you incur two types of cost: (1) transaction costs, including redemption fees; and (2) ongoing costs, including management fees and other operating expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
 
A mutual fund’s ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The expenses in the table below are based on an investment of $1,000 made at the beginning of the most recent period (March 1, 2017) and held until the end of the period (August 31, 2017).
 
The table below illustrates the Fund’s ongoing costs in two ways:
 
Actual fund return – This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from the Fund’s actual return, and the fourth column shows the dollar amount of operating expenses that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.
 
To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for the Fund under the heading “Expenses Paid During Period.”
 
Hypothetical 5% returnThis section is intended to help you compare the Fund’s ongoing costs with those of other mutual funds. It assumes that the Fund had an annual return of 5% before expenses during the period shown, but that the expense ratio is unchanged. In this case, because the return used is not the Fund’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the SEC requires all mutual funds to calculate expenses based on a 5% return. You can assess the Fund’s ongoing costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.
 
Note that expenses shown in the table are meant to highlight and help you compare ongoing costs only. The Fund does not charge sales loads. However, a redemption fee of 2% is applied on the sale of shares held for less than 90 days.
 
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.
 
More information about the Fund’s expenses can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to the Fund’s prospectus.
 
20

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited) (Continued)
 
Beginning
Account Value
March 1,
2017
Ending
Account Value
August 31,
2017
Net
Expense
Ratio (a)
Expenses
Paid During
Period (b)
Based on Actual Fund Return
$1,000.00
$1,045.70
1.10%
$5.67
Based on Hypothetical 5% Return (before expenses)
$1,000.00
$1,019.66
1.10%
$5.60
 
(a)
Annualized, based on the Fund’s most recent one-half year expenses.
(b)
Expenses are equal to the Fund’s annualized net expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).
 
OTHER INFORMATION (Unaudited)

 
A description of the policies and procedures that the Fund uses to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-855-691-5288, or on the SEC’s website at http://www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge upon request by calling toll-free 1-855-691-5288, or on the SEC’s website at http://www.sec.gov.
 
The Trust files a complete listing of portfolio holdings for the Fund with the SEC as of the end of the first and third quarters of each fiscal year on Form N-Q. These filings are available upon request by calling 1-855-691-5288. 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.
 
OTHER FEDERAL TAX INFORMATION (Unaudited)

 
Qualified Dividend Income – The Fund designates 100%, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue code, as qualified dividend income eligible for the reduced tax rate of 15%.
 
Dividends Received Deduction – Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal year 2017 ordinary income dividends, 100% qualifies for the corporate dividends received deduction.
 
21

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited)
 
The Board of Trustees 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. Each Trustee’s and officer’s address is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. The following are the Trustees and executive officers of the Fund:
 
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)
Chief Executive Officer and Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC (1999 to present)
27
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.
27
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
27
None
 
22

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited) (Continued)
 
Name and
Year of Birth
Length
of Time
Served
Position(s)
Held with
Trust
Principal Occupation(s)
During Past 5 Years
Number
of Funds
in Trust
Overseen by
Trustee
Directorships
of Public
Companies Held
by Trustee During
 Past 5 Years
Independent Trustees (Continued):
John J. Discepoli
Year of Birth: 1963
Since June 2012
Chairman (May 2016 to present)
 
Trustee
(June 2012 to present)
Owner of Discepoli Financial Planning, LLC (personal financial planning company) since 2004
27
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.
 
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
Principal Executive Officer
(April 2017
to present)
 
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, FSI LBAR Fund (2013 to 2016), The Huntington Funds (2005 to 2013), Huntington Strategy Shares (2012 to 2013), and Huntington Asset Advisors (2013); Vice President, Huntington National Bank (2001 to 2013)
 
23

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited) (Continued)
 
Name and
Year of Birth
Length
of Time
Served
Position(s)
Held with
Trust
Principal Occupation(s) During Past 5 Years
Executive Officers (Continued):
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)
Frank L. Newbauer
Year of Birth: 1954
Since February 2012
Secretary
(July 2017 to present)
 
Assistant Secretary (April 2015 to July 2017)
 
Secretary
(February 2012 to April 2015)
Assistant Vice President of Ultimus Fund Solutions, LLC (2010 to present)
Charles C. Black
Year of Birth: 1979
Since April 2015
Chief Compliance Officer (January 2016 to present)
 
Assistant Chief Compliance Officer (April 2015 to January 2016)
Senior Compliance Officer of Ultimus Fund Solutions, LLC (2015 to present); Chief Compliance Officer of The Caldwell & Orkin Funds, Inc. (2016 to present); Senior Compliance Manager for Touchstone Mutual Funds (2013 to 2015); Senior Compliance Manager for Fund Evaluation Group (2011 to 2013)
 
Additional information about members of the Board and executive officers is available in the Fund’s Statement of Additional Information (“SAI”). To obtain a free copy of the SAI, please call 1-888-575-4800.
 
24

 
 
 
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Topturn OneEighty Fund
 
Annual Report
 
August 31, 2017

Topturn OneEighty Fund
LETTER TO SHAREHOLDERS
September 21, 2017
 
Dear Fellow Shareholders:
 
For the twelve months ended August 31, 2017, Topturn OneEighty Fund (TTFOX) (the “Fund”) has returned +6.9% versus a benchmark return of +3.0% for the Morningstar Diversified Alternatives Total Return Index. From inception on September 1, 2015, the Fund delivered a cumulative return of +15.0%, or 7.3% annualized, versus a benchmark return of +3.7%, or 1.8% annualized, for the Morningstar Diversified Alternatives Total Return Index.
 
The beginning of the period was dominated by concerns of a potential rate hike from the U.S. Federal Reserve and uncertainty surrounding the U.S. Presidential election outcome. Election results initially sent global markets into a tailspin, with Dow futures plunging 800 points, but this initial panic subsided and U.S. equity markets turned higher, setting new records in the process. But not all asset classes fared as well. Expectations for greater deficit spending and higher inflation led to a record monthly decline in the Bond market as yields on the 10-year treasury jumped 0.6%. This helped fuel a surging U.S. dollar, which pressured emerging markets and gold lower.
 
In mid-December the Federal Reserve (FOMC) raised its target for short-term interest rates by 0.25 percentage points signaling confidence in an improving U.S. economy. Asset classes that had been under pressure soon stabilized and began to recover somewhat, while U.S. Equity markets and the U.S. dollar took a breather. The rally in U.S. Equity markets resumed after U.S. Presidential Inauguration day and saw impressive price strength through the end of February.
 
In mid-March, with economic data largely confirming prior forecasts, the FOMC raised its target for short-term interest rates by another 0.25 percentage points, it’s third rate increase this tightening cycle. Post meeting, US equities and the U.S. Dollar came under pressure, while Treasury Bonds, Gold and Emerging Market Equities rebounded.
 
Another event affecting global markets happened in April during the French national elections. As far-right politician Ms. Le Pen gained in the polls, fears that a Le Pen win could lead to France exiting the EU and resulting global ramifications, influenced investor sentiment and their allocations. Safe-haven assets, such as Gold and US Treasuries, received renewed investor demand, while most equity assets suffered. But when Mr. Macron, an EU advocate, won the first round and became the favorite to win the Presidential runoff, equity markets stabilized and pressed to new highs, with bonds, gold, commodities, and the dollar heading lower.
 
As we pushed towards the last few months of the Fund year, investors’ anxiety about the future of President Donald Trump’s legislative agenda increased volatility in financial markets. With events surrounding the firing of FBI Director James Comey, investigations into Russia’s influence during US elections, and the failure of the GOP to pass legislation repealing the affordable care act, global markets were put under pressure due to further doubts about the likelihood of tax reform and deregulation. It didn’t take long however, for markets to shrug off this dysfunction and renew their upward bias. As downside momentum increased in the U.S. dollar index, breaking through key support levels, rallies in Emerging Markets, Metals and U.S. Large-Cap Equities ensued.
 
1
 

Domestic concerns were somewhat brushed aside with geopolitical fears taking center stage as events surrounding North Korea began to unfold. Demand for safe-haven assets increased with rallies in U.S. Treasuries, Gold, and the Japanese Yen showing relative strength, as Global equity markets and the U.S. Dollar came under pressure once again. However, upside surprises in European and Global manufacturing PMIs, reaching their highest level since April 2011, helped mitigate these rising tensions, and put additional pressure on the dollar.
 
The best performing assets during the period ended up being those deemed likely to benefit from an acceleration in economic growth, fueled by hopes that fiscal stimuli in the form of tax cuts, infrastructure spending, and increased defense spending will lead to a significant tailwind in the growth of corporate profits. Safe-haven assets and markets perceived to be hurt by a nationalist agenda and higher interest rates were a drag on performance.
 
Not much has changed in our long-term outlook. We continue to believe that we are in a period where, due to various conditions, buy-and-hold returns from traditional asset classes offer low long-term return potential. One example, in this instance regarding valuation, is that as central banks have pushed fixed income yields to record lows, including negative nominal yields in some circumstances, stocks have been viewed as a relative favorite for investors in search of returns. This has pushed equity participation to levels that have historically corresponded with low subsequent total returns. As of December 31, 2016, the Federal Reserve reported that U.S. Household Stock Allocation as a percentage of total financial assets had reached 53.5%, landing it in the highest quintile of quarterly readings. Since 1951, whenever this reading has reached such a level, the average gain per annum over the ensuing 10 years, has been a relatively anemic 2.5%. This reading is similar to levels found near prior market tops, such as 1968, 1973, and 2007.
 
Compounding the valuation problem is that sentiment remains extremely optimistic about the success that Congress and the White house will have enacting meaningful reform and other economic initiatives, which sets up a negative reaction from markets if these expected stimuli fail to materialize.
 
We believe investors will need to identify strategies that offer sources of return that are not highly correlated to traditional asset classes. The goal of the Topturn OneEighty Fund is to offer this type of return by tactically allocating assets among non-correlating asset classes as trends are identified.
 
Thank you for your continued trust and interest in Topturn OneEighty Fund.
 
Sincerely,
 
Greg Stewart
Chief Investment Officer / 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 1-888-261-2884.
 
An investor should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. The Fund’s prospectus contains this and other important information. To obtain a copy of the Fund’s prospectus please visit our website at www.topturnfunds.com or call 1-888-261-2884 and a copy will be sent to you free of charge. Please read the prospectus carefully before you invest. The Fund is distributed by Ultimus Fund Distributors, LLC.
 
The Letter to Shareholders seeks to describe some of the Adviser’s current opinions and views of the financial markets. Although the Adviser believes it has a reasonable basis for any opinions or views expressed, actual results may differ, sometimes significantly so, from those expected or expressed. The securities held by the Fund that are discussed in the Letter to Shareholders were held during the period covered by this Report. They do not comprise the entire investment portfolio of the Fund, may be sold at any time, and may no longer be held by the Fund. For a complete list of securities held by the Fund as of August 31, 2017, please see the Schedule of Investments section of the annual report. The opinions of the Fund’s adviser with respect to those securities may change at any time.
 
Statements in the Letter to Shareholders that reflect projections or expectations for future financial or economic performance of the Fund and the market in general and statements of the Fund’s plans and objectives for future operations are forward-looking statements. No assurance can be given that actual results or events will not differ materially from those projected, estimated, assumed, or anticipated in any such forward-looking statements. Important factors that could result in such differences, in addition to factors noted with such forward-looking statements, include, without limitation, general economic conditions, such as inflation, recession, and interest rates. Past performance is not a guarantee of future results.
 
3

Topturn OneEighty Fund
PERFORMANCE INFORMATION
August 31, 2017 (Unaudited)

 
Comparison of the Change in Value of a $10,000 Investment
in the Topturn OneEighty Fund versus the Morningstar Diversified Alternative Index* and the S&P 500
® Index.
 
*
The Fund has adopted the Morningstar Diversified Alternative Index as its primary benchmark. This index is a more accurate comparison to the Fund’s investment strategy and portfolio holdings.
 
Average Annual Total Returns
(for periods ended August 31, 2017)
 
 
1 Year
Since
Inception
(b)
 
Topturn OneEighty Fund(a)
6.85%
7.25%
 
Morningstar Diversified Alternative Index
2.96%
1.84%
 
S&P 500® Index
16.23%
16.11%
 
 
(a)
The Fund’s total returns do 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 September 1, 2015.
 
4

Topturn OneEighty Fund
PORTFOLIO INFORMATION
August 31, 2017 (Unaudited)

 
Sector Diversification (% of Net Assets)
 
Top 10 Holdings

 
Security Description
% of Net Assets
SPDR® S&P 500® ETF Trust
9.8%
PowerShares QQQ TrustSM, Series 1
9.2%
iShares® Core S&P 500 ETF
8.9%
iShares® MSCI EAFE ETF
6.8%
Vanguard FTSE Emerging Markets ETF
6.4%
iShares® TIPS Bond ETF
6.3%
iShares® Core MSCI Emerging Markets ETF
5.4%
iShares® 7-10 Year Treasury Bond ETF
5.3%
Schwab Fundamental International Large Company Index ETF
5.1%
iShares® Edge MSCI USA Momentum Factor ETF
4.9%
 
5

Topturn OneEighty Fund
SCHEDULE OF INVESTMENTS
August 31, 2017
 
EXCHANGE-TRADED FUNDS — 97.6%
 
Shares
   
Value
 
Commodities & Currencies — 7.5%
           
CurrencyShares Canadian Dollar Trust (a)
   
7,800
   
$
616,122
 
iShares® Gold Trust (a)
   
48,700
     
619,464
 
PowerShares DB Base Metals Fund (a)
   
33,900
     
625,455
 
             
1,861,041
 
International Equities — 23.7%
               
iShares® MSCI EAFE ETF
   
25,000
     
1,672,500
 
iShares® Core MSCI Emerging Markets ETF
   
24,900
     
1,344,849
 
Schwab Fundamental International Large Company Index ETF
   
43,500
     
1,260,630
 
Vanguard FTSE Emerging Markets ETF
   
35,900
     
1,590,370
 
             
5,868,349
 
International Fixed Income — 2.5%
               
VanEck Vectors J.P. Morgan EM Local Currency Bond ETF
   
12,000
     
232,920
 
Vanguard Total International Bond ETF
   
7,000
     
384,020
 
             
616,940
 
Real Estate Investment Trusts (REITs) — 2.5%
               
Vanguard Global ex-U.S. Real Estate ETF
   
10,400
     
616,616
 
                 
U.S. Fixed Income — 19.7%
               
iShares® 20+ Year Treasury Bond ETF
   
3,600
     
460,764
 
iShares® 7-10 Year Treasury Bond ETF
   
12,200
     
1,320,528
 
iShares® iBoxx $ Investment Grade Corporate Bond ETF
   
2,600
     
316,186
 
iShares® TIPS Bond ETF
   
13,600
     
1,558,832
 
Schwab U.S. TIPS ETF
   
5,400
     
300,996
 
Vanguard Intermediate-Term Government Bond ETF
   
14,000
     
914,480
 
             
4,871,786
 
U.S. Large Cap Equities — 41.7%
               
Guggenheim S&P Equal Weight Financials ETF
   
14,000
     
550,340
 
Guggenheim S&P Equal Weight Healthcare ETF
   
3,200
     
561,472
 
iShares® Core S&P 500 ETF
   
8,800
     
2,192,432
 
iShares® Edge MSCI USA Momentum Factor ETF
   
13,000
     
1,213,290
 
iShares® U.S. Aerospace & Defense ETF
   
3,300
     
564,168
 
PowerShares QQQ TrustSM, Series 1
   
15,500
     
2,266,100
 
PowerShares S&P 500 High Beta Porftolio
   
14,200
     
526,110
 
SPDR® S&P 500® ETF Trust
   
9,800
     
2,425,402
 
             
10,299,314
 
                 
Total Exchange-Traded Funds (Cost $22,765,137)
         
$
24,134,046
 
 
6

Topturn OneEighty Fund
SCHEDULE OF INVESTMENTS (Continued)
 
MONEY MARKET FUNDS — 2.5%
 
Shares
   
Value
 
Fidelity Institutional Money Market Government Portfolio - Class I, 0.89% (b) (Cost $624,604)
   
624,604
   
$
624,604
 
                 
Total Investments at Value — 100.1% (Cost $23,389,741)
         
$
24,758,650
 
                 
Liabilities in Excess of Other Assets — (0.1%)
           
(30,085
)
                 
Net Assets — 100.0%
         
$
24,728,565
 
 
(a)
Non-income producing security.
(b)
The rate shown is the 7-day effective yield as of August 31, 2017.
See accompanying notes to financial statements.
 
7

Topturn OneEighty Fund
STATEMENT OF ASSETS AND LIABILITIES
August 31, 2017
 
ASSETS
 
 
Investments in securities:
 
 
At acquisition cost
 
$
23,389,741
 
At value (Note 2)
 
$
24,758,650
 
Dividends receivable
   
699
 
Other assets
   
3,895
 
Total assets
   
24,763,244
 
         
LIABILITIES
       
Payable to Adviser (Note 4)
   
24,212
 
Payable to administrator (Note 4)
   
6,710
 
Other accrued expenses
   
3,757
 
Total liabilities
   
34,679
 
         
NET ASSETS
 
$
24,728,565
 
         
NET ASSETS CONSIST OF:
       
Paid-in capital
 
$
22,862,824
 
Distributions in excess of net investment income
   
(42,136
)
Accumulated net realized gains from investment transactions
   
538,968
 
Net unrealized appreciation on investments
   
1,368,909
 
NET ASSETS
 
$
24,728,565
 
         
Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)
   
2,175,505
 
         
Net asset value, offering price and redemption price per share (Note 2)
 
$
11.37
 
 
See accompanying notes to financial statements.
 
8

Topturn OneEighty Fund
STATEMENT OF OPERATIONS
For the Year Ended August 31, 2017
 
INVESTMENT INCOME
     
Dividend income
 
$
353,019
 
         
EXPENSES
       
Investment advisory fees (Note 4)
   
237,663
 
Professional fees
   
37,412
 
Fund accounting fees (Note 4)
   
28,963
 
Administration fees (Note 4)
   
27,000
 
Compliance fees (Note 4)
   
12,000
 
Transfer agent fees (Note 4)
   
12,000
 
Trustees’ fees and expenses (Note 4)
   
10,430
 
Custody and bank service fees
   
7,207
 
Registration and filing fees
   
5,687
 
Printing of shareholder reports
   
3,416
 
Insurance expense
   
3,036
 
Postage and supplies
   
1,960
 
Other expenses
   
10,742
 
Total expenses
   
397,516
 
Less fee reductions by the Adviser (Note 4)
   
(54,982
)
Net expenses
   
342,534
 
         
NET INVESTMENT INCOME
   
10,485
 
         
REALIZED AND UNREALIZED GAINS ON INVESTMENTS
       
Net realized gains from investment transactions
   
544,970
 
Capital gain distributions from regulated investment companies
   
5,329
 
Net change in unrealized appreciation (depreciation) on investments
   
820,115
 
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS
   
1,370,414
 
         
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
 
$
1,380,899
 
 
See accompanying notes to financial statements.
 
9

Topturn OneEighty Fund
STATEMENTS OF CHANGES IN NET ASSETS
 
        
 
Year
Ended
August 31,
2017
   
Period
Ended
August 31,
2016
(a)
 
FROM OPERATIONS
           
Net investment income
 
$
10,485
   
$
36,931
 
Net realized gains from investment transactions
   
544,970
     
65,995
 
Capital gain distributions from regulated investment companies
   
5,329
     
17,141
 
Net change in unrealized appreciation (depreciation) on investments
   
820,115
     
548,794
 
Net increase in net assets resulting from operations
   
1,380,899
     
668,861
 
                 
DISTRIBUTIONS TO SHAREHOLDERS (Note 2)
               
From net investment income
   
(47,476
)
   
(41,543
)
From net realized gains on investments
   
(91,639
)
   
(3,361
)
Decrease in net assets from distributions to shareholders
   
(139,115
)
   
(44,904
)
                 
CAPITAL SHARE TRANSACTIONS
               
Proceeds from shares sold
   
9,824,988
     
16,029,813
 
Net asset value of shares issued in reinvestment of distributions to shareholders
   
139,114
     
44,904
 
Payments for shares redeemed
   
(2,851,411
)
   
(324,584
)
Net increase in net assets from capital share transactions
   
7,112,691
     
15,750,133
 
                 
TOTAL INCREASE IN NET ASSETS
   
8,354,475
     
16,374,090
 
                 
NET ASSETS
               
Beginning of period
   
16,374,090
     
 
End of period
 
$
24,728,565
   
$
16,374,090
 
                 
DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME
 
$
(42,136
)
 
$
(4,615
)
                 
CAPITAL SHARE ACTIVITY
               
Shares sold
   
902,357
     
1,553,726
 
Shares reinvested
   
13,161
     
4,420
 
Shares redeemed
   
(266,074
)
   
(32,085
)
Net increase in shares outstanding
   
649,444
     
1,526,061
 
Shares outstanding at beginning of period
   
1,526,061
     
 
Shares outstanding at end of period
   
2,175,505
     
1,526,061
 
 
(a)
Represents the period from the commencement of operations (September 1, 2015) through August 31, 2016.
See accompanying notes to financial statements.
 
10

Topturn OneEighty Fund
FINANCIAL HIGHLIGHTS
 
Per Share Data for a Share Outstanding Throughout Each Period
 
      
 
Year
Ended
August 31,
2017
   
Period
Ended
August 31,
2016
(a)
 
Net asset value at beginning of period
 
$
10.73
   
$
10.00
 
                 
Income from investment operations:
               
Net investment income
   
0.01
     
0.03
 
Net realized and unrealized gains on investments
   
0.72
     
0.73
 
Total from investment operations
   
0.73
     
0.76
 
                 
Less distributions:
               
From net investment income
   
(0.03
)
   
(0.03
)
From net realized gains on investments
   
(0.06
)
   
(0.00
)(b)
Total distributions
   
(0.09
)
   
(0.03
)
                 
Net asset value at end of period
 
$
11.37
   
$
10.73
 
                 
Total return (c)
   
6.85
%
   
7.65
%(d)
                 
Net assets at end of period (000’s)
 
$
24,729
   
$
16,374
 
                 
Ratios/supplementary data:
               
Ratio of total expenses to average net assets (e)
   
2.03
%
   
2.38
%(h)
                 
Ratio of net expenses to average net assets (e) (f)
   
1.75
%
   
1.75
%(h)
                 
Ratio of net investment income to average net assets (f) (g)
   
0.05
%
   
0.32
%(h)
                 
Portfolio turnover rate
   
303
%
   
261
%(d)
 
(a)
Represents the period from the commencement of operations (September 1, 2015) through August 31, 2016.
(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, which assumes dividends or capital gains distributions, if any, are reinvested in shares of the Fund. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would have been lower if the Adviser had not reduced advisory fees.
(d)
Not annualized.
(e)
The ratios of expenses to average net assets do not reflect the Fund’s proportionate share of expenses of the underlying investment companies in which the Fund invests (Note 5).
(f)
Ratio was determined after advisory fee reductions (Note 4).
(g)
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends and distributions by the underlying investment companies in which the Fund invests.
(h)
Annualized.
See accompanying notes to financial statements.
 
11

Topturn OneEighty Fund
NOTES TO FINANCIAL STATEMENTS
August 31, 2017

 
1. Organization
 
Topturn OneEighty Fund (the “Fund”) is a diversified series of Ultimus Managers Trust (the “Trust”), an open-end investment company established as an Ohio business trust under a Declaration of Trust dated February 28, 2012. Other series of the Trust are not incorporated in this report. The Fund commenced operations on September 1, 2015.
 
The investment objective of the Fund is to seek long-term capital appreciation.
 
2. Significant Accounting Policies
 
In October 2016, the U.S. Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments. The Fund has adopted these amendments, which were effective August 1, 2017, with these financial statements.
 
The following is a summary of the Fund’s significant accounting policies used in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Fund follows accounting and reporting guidance under Financial Accounting Standard Board Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”
 
Securities valuation – The Fund values its portfolio securities at market value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open for business. Exchange-traded funds (“ETFs”) are valued at the security’s last sale price on the primary exchange, if available, otherwise at the exchange’s most recently quoted mean price. Investments representing shares of other open-end investment companies, including money market funds, are valued at their net asset value as reported by such companies. When using a quoted price and when the market is considered active, these securities will be classified as Level 1 within the fair value hierarchy. In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value in accordance with procedures established by and under the general supervision of the Board of Trustees (the “Board”) of the Trust. Under these procedures, the securities will be classified as Level 2 or 3 within the fair value hierarchy (see below), depending on the inputs used. Unavailable or unreliable market quotes may be due to the following factors: a substantial bid-ask spread; infrequent sales resulting in stale prices; insufficient trading volume; small trade sizes; a temporary lapse in any reliable pricing source; and actions of the securities or futures markets, such as the suspension or limitation of trading. As a result, the prices of securities used to calculate the Fund’s net asset value (“NAV”) may differ from quoted or published prices for the same securities.
 
Fixed income securities, if any, are generally valued using prices provided by an independent pricing service approved by the Board. The independent pricing service will employ methodologies that they believe are appropriate, including actual market transactions, broker-
 
12
 

Topturn OneEighty Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
 
dealer supplied valuations, matrix pricing, or other electronic data processing techniques. These techniques generally consider such factors as security prices, yields, maturities, call features, ratings, and developments relating to specific securities in arriving at valuations.
 
GAAP establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements.
 
Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:
 
Level 1 – quoted prices in active markets for identical securities
 
Level 2 – other significant observable inputs
 
Level 3 – significant unobservable inputs
 
The inputs or methods used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.
 
The following is a summary of the inputs used to value the Fund’s investments as of August 31, 2017:
 
      
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Exchange-Traded Funds
 
$
24,134,046
   
$
   
$
   
$
24,134,046
 
Money Market Funds
   
624,604
     
     
     
624,604
 
Total
 
$
24,758,650
   
$
   
$
   
$
24,758,650
 

 
As of August 31, 2017, the Fund did not have any transfers between Levels. In addition, the Fund did not have derivative instruments or any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of August 31, 2017. It is the Fund’s policy to recognize transfers between Levels at the end of the reporting period.
 
Share valuation – The NAV per share of the Fund is calculated daily by dividing the total value of the Fund’s assets, less liabilities, by the number of shares outstanding. The offering price and redemption price per share of the Fund is equal to the NAV per share.
 
Investment income – Dividend income and realized capital gain distributions are recorded on the ex-dividend date or as soon as the information is available (if after the ex-dividend date). Interest income is accrued as earned.
 
Investment transactions – Investment 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 Fund and the other series of the Trust based on the relative net assets of each series or the nature of the services performed and the relative applicability to each series.
 
13
 

Topturn OneEighty Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
 
Distributions to shareholders – The Fund will distribute to shareholders any net investment income dividends and net realized capital gains distributions at least once each year. The amount of such dividends and distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. The tax character of distributions paid by the Fund during the periods ended August 31, 2017 and 2016 was as follows:
 
Period Ended
 
Ordinary
Income
   
Long-Term
Capital Gains
   
Total
Distributions
 
8/31/2017
 
$
121,974
   
$
17,141
   
$
139,115
 
8/31/2016
 
$
44,904
   
$
   
$
44,904
 
 
Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
 
Federal income tax – The Fund has qualified and intends to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986 (the “Code”). Qualification generally will relieve the Fund of liability for federal income taxes to the extent 100% of its net investment income and net realized capital gains are distributed in accordance with the Code.
 
In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Fund’s intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the 12 months ended October 31) plus undistributed amounts from prior years.
 
The following information is computed on a tax basis for each item as of August 31, 2017:
 
Tax cost of portfolio investments
 
$
23,435,772
 
Gross unrealized appreciation
 
$
1,351,106
 
Gross unrealized depreciation
   
(28,228
)
Net unrealized appreciation
   
1,322,878
 
Undistributed ordinary income
   
191,834
 
Undistributed long-term capital gains
   
393,165
 
Accumulated capital and other losses
   
(42,136
)
Accumulated earnings
 
$
1,865,741
 

 
14

Topturn OneEighty Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
 
The difference between the federal income tax cost of portfolio investments and the financial statement cost of portfolio investments is due to certain timing differences in the recognition of capital gains or losses under income tax regulations and GAAP. These “book/tax” differences are temporary in nature and are primarily due to the tax deferral of losses on wash sales.
 
Qualified late year ordinary losses incurred after December 31, 2016 and within the taxable year are deemed to arise on the first day of the Fund’s following taxable year. For the year ended August 31, 2017, the Fund deferred $42,136 of late year ordinary losses to September 1, 2017 for federal income tax purposes.
 
During the year ended August 31, 2017, the Fund reclassified $530 of net investment income against accumulated net realized gains from investment transactions on the Statement of Assets and Liabilities. Such reclassification, the result of permanent differences between the financial statement and income tax reporting requirements, had no effect on the Fund’s net assets or NAV per share.
 
The Fund recognizes the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has reviewed the Fund’s tax positions for all open tax periods (periods ended August 31, 2016 and August 31, 2017) and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements. The Fund identifies its major tax jurisdiction as U.S. Federal.
 
3. Investment Transactions
 
During the year ended August 31, 2017, cost of purchases and proceeds from sales of investment securities, other than short-term investments, were $64,393,599 and $56,776,259, respectively.
 
4. Transactions with Related Parties
 
INVESTMENT ADVISORY AGREEMENT
The Fund’s investments are managed by Topturn Fund Advisors, LLC (the “Adviser”) pursuant to the terms of an Investment Advisory Agreement. Effective July 21, 2017, under the Investment Advisory Agreement, the Fund pays the Adviser an investment advisory fee, computed and accrued daily and paid monthly, at the annual rate of 1.00% of its average daily net assets. Prior to July 21, 2017, the Fund paid the Adviser an investment advisory fee at the annual rate of 1.25% of its average daily net assets.
 
Pursuant to an Expense Limitation Agreement (“ELA”), the Adviser has contractually agreed, until August 31, 2018, to reduce investment advisory fees and reimburse other expenses to the extent necessary to limit total annual operating expenses (exclusive of brokerage costs; taxes; interest; acquired fund fees and expenses; costs to organize the Fund; extraordinary expenses such as litigation and merger or reorganization costs; other expenses not incurred in the ordinary course of the Fund’s business; and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940) to an amount not exceeding 1.75% of the Fund’s average daily net assets. Accordingly, during the year ended August 31, 2017, the Adviser reduced its advisory fees in the amount of $54,982.
 
15

Topturn OneEighty Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
 
Under the terms of the ELA, investment advisory fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of three years after such fees and expenses were incurred, provided the repayments do not cause total annual operating expenses to exceed the lesser of (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. As of August 31, 2017, the Adviser may seek recoupment of investment advisory fee reductions totaling $127,495 no later than the dates stated below:
 
August 31, 2019
 
$
72,513
 
August 31, 2020
   
54,982
 
 
OTHER SERVICE PROVIDERS
Ultimus Fund Solutions, LLC (“Ultimus”) provides administration, fund accounting, compliance, and transfer agency services to the Fund. The Fund pays Ultimus fees in accordance with the agreements for such services. In addition, the Fund pays out-of-pocket expenses, including, but not limited to, postage, supplies, and costs of pricing the Fund’s portfolio securities.
 
Under the terms of a Distribution Agreement with the Trust, Ultimus Fund Distributors, LLC (the “Distributor”) serves as principal underwriter to the Fund. The Distributor is a wholly-owned subsidiary of Ultimus. The Distributor is compensated by the Adviser (not the Fund) for acting as principal underwriter.
 
Certain officers and a Trustee of the Trust are also officers of Ultimus and the Distributor and are not paid by the Fund 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 the Fund, paid quarterly, except for the Board Chairperson who receives a $1,200 annual retainer from the Fund, paid quarterly. Each Independent Trustee also receives from the Fund a fee of $500 for each Board meeting attended plus reimbursement for travel and other meeting-related expenses. Prior to October 1, 2016, the Fund paid each Independent Trustee a fee of $500 for each Board meeting attended, plus a $500 annual retainer.
 
PRINCIPAL HOLDER OF FUND SHARES
As of August 31, 2017, the following shareholder owned of record 5% or more of the outstanding shares of the Fund:
 
Name of Record Owner
% Ownership
Charles Schwab & Company, Inc. (for the benefit of its customers)
97.0%
 
16

Topturn OneEighty Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
 
A beneficial owner of 25% or more of the Fund’s outstanding shares may be considered a controlling person. That shareholder’s vote could have a more significant effect on matters presented at a shareholder’s meeting.
 
5. Investments in Other Investment Companies
 
The Fund may invest a significant portion of its assets in shares of one or more investment companies, including ETFs. The Fund will incur additional indirect expenses due to acquired fund fees and expenses to the extent it invests in shares of other investment companies. ETFs issue their shares to authorized participants in return for a specific basket of securities. The authorized participants then sell the ETF’s shares on the secondary market. In other words, ETF shares are traded on a securities exchange based on their market value. There are certain risks associated with investments in ETFs. Investments in ETFs are subject to the risk that the ETF’s shares may trade at a premium (creating the risk that the Fund pays more than NAV for an ETF when making a purchase) or discount (creating the risk that the Fund receives less than NAV when selling an ETF) to the ETF’s NAV. Investments in ETFs are also subject to index-tracking risk because the total return generated by the securities will be reduced by transaction costs and expenses not incurred by the indices. Certain securities comprising the index tracked by an ETF may temporarily be unavailable, which may further impede the ETF’s ability to track their applicable index or match the index’s performance. Finally, ETF shares are also subject to the risks applicable to the underlying basket of securities. As of August 31, 2017, the Fund had 97.6% of the value of its net assets invested in shares of ETFs.
 
6. Contingencies and Commitments
 
The Fund indemnifies the Trust’s officers and Trustees for certain liabilities that might arise from their performance of their duties to the Fund. Additionally, in the normal course of business the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
 
7. Subsequent Events
 
The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events.
 
17

Topturn OneEighty Fund
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
 
To the Shareholders of Topturn OneEighty Fund and
Board of Trustees of Ultimus Managers Trust
 
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Topturn OneEighty Fund (the “Fund”), a series of Ultimus Managers Trust, as of August 31, 2017, and the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the two periods in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our 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 audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2017, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 Topturn OneEighty Fund as of August 31, 2017, the results of its operations for the year then ended, the changes in its net assets and the financial highlights for each of the two periods in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
 
COHEN & COMPANY, LTD.
Cleveland, Ohio
October 25, 2017
 
18

Topturn OneEighty Fund
ABOUT YOUR FUND’S EXPENSES (Unaudited)
 
We believe it is important for you to understand the impact of costs on your investment. As a shareholder of the Fund, you incur ongoing costs, including management fees and other operating expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
 
A mutual fund’s ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The expenses in the table below are based on an investment of $1,000 made at the beginning of the most recent period (March 1, 2017) and held until the end of the period (August 31, 2017).
 
The table below illustrates the Fund’s ongoing costs in two ways:
 
Actual fund return – This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from the Fund’s actual return, and the fourth column shows the dollar amount of operating expenses that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.
 
To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for the Fund under the heading “Expenses Paid During Period.”
 
Hypothetical 5% return – This section is intended to help you compare the Fund’s ongoing costs with those of other mutual funds. It assumes that the Fund had an annual return of 5% before expenses during the period shown, but that the expense ratio is unchanged. In this case, because the return used is not the Fund’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the SEC requires all mutual funds to calculate expenses based on a 5% return. You can assess the Fund’s ongoing costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.
 
Note that expenses shown in the table are meant to highlight and help you compare ongoing costs only. The Fund does not charge transaction fees, such as purchase or redemption fees, nor does it carry a “sales load.”
 
The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.
 
More information about the Fund’s expenses can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to the Fund’s prospectus.
 
19

Topturn OneEighty Fund
ABOUT YOUR FUND’S EXPENSES (Unaudited) (Continued)
 
Beginning
Account Value
March 1,
2017
Ending
Account Value
August 31,
2017
Net
Expense
Ratio
(a)
Expenses
Paid During Period
(b)
Based on Actual Fund Return
$1,000.00
$1,042.20
1.75%
$9.01
Based on Hypothetical 5% Return (before expenses)
$1,000.00
$1,016.38
1.75%
$8.89
 
(a)
Annualized, based on the Fund’s most recent one-half year expenses.
(b)
Expenses are equal to the Fund’s annualized net expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).
 
OTHER INFORMATION (Unaudited)

 
A description of the policies and procedures that the Fund uses to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-888-261-2884, or on the SEC’s website at http://www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge upon request by calling toll-free 1-888-261-2884, or on the SEC’s website at http://www.sec.gov.
 
The Trust files a complete listing of the Fund’s portfolio holdings 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 1-888-261-2884. 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.
 
OTHER FEDERAL TAX INFORMATION (Unaudited)

 
For the fiscal year ended August 31, 2017, the Fund designated $17,141 as 20% long-term capital gain distributions.
 
20

Topturn OneEighty Fund
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited)

 
The Board of Trustees 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. Each Trustee’s and officer’s address is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. The following are the Trustees and executive officers of the Fund:
 
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)
Chief Executive Officer and Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC (1999 to present)
27
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.
27
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
27
None
 
21
 

Topturn OneEighty Fund
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited) (Continued)

 
Name and
Year of Birth
Length of Time Served
Position(s) Held with Trust
Principal Occupation(s)
During Past 5 Years
Number of Funds in Trust Overseen by Trustee
Directorships of Public Companies Held by Trustee During Past 5 Years
Independent Trustees (Continued):
   
John J. Discepoli
Year of Birth: 1963
Since June 2012
Chairman (May 2016 to present)

Trustee
(June 2012 to present)
Owner of Discepoli Financial Planning, LLC (personal financial planning company) since 2004
27
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 because of his relationship with the Trust’s administrator, transfer agent and distributor.
 
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
Principal Executive Officer
(April 2017
to present)

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, FSI LBAR Fund (2013 to 2016), The Huntington Funds (2005 to 2013), Huntington Strategy Shares (2012 to 2013), and Huntington Asset Advisors (2013); Vice President, Huntington National Bank (2001 to 2013)
 
22
 

Topturn OneEighty Fund
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited) (Continued)

 
Name and
Year of Birth
Length of Time Served
Position(s)
Held with
Trust
Principal Occupation(s)
During Past 5 Years
Executive Officers (Continued):
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)
Frank L. Newbauer
Year of Birth: 1954
Since February 2012
Secretary
(July 2017 to present)

Assistant Secretary (April 2015 to July 2017)

Secretary
(February 2012 to April 2015)
Assistant Vice President of Ultimus Fund Solutions, LLC (2010 to present)
Charles C. Black
Year of Birth: 1979
Since April 2015
Chief Compliance Officer (January 2016 to present)

Assistant Chief Compliance Officer (April 2015 to January 2016)
Senior Compliance Officer of Ultimus Fund Solutions, LLC (2015 to present); Chief Compliance Officer of The Caldwell & Orkin Funds, Inc. (2016 to present); Senior Compliance Manager for Touchstone Mutual Funds (2013 to 2015); Senior Compliance Manager for Fund Evaluation Group (2011 to 2013)
 
Additional information about members of the Board and executive officers is available in the Fund’s Statement of Additional Information (“SAI”). To obtain a free copy of the SAI, please call 1-888-261-2884.
 
23

Topturn OneEighty Fund
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 Fund’s Investment Advisory Agreement with Topturn Fund Advisors, LLC (the “Adviser”) for an additional term. Approval took place at an in-person meeting held on April 24-25, 2017, 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 counsel.
 
In deciding whether to approve the renewal of the Investment Advisory Agreement, the Board recalled its review of the materials related to the Fund and the Adviser throughout the preceding two years since the initial approval of the Investment Advisory Agreement and its numerous discussions with Trust management and the Adviser about the operations and performance of the Fund during that period. The Board further considered those materials and discussions and other numerous factors, including the factors described below.
 
The nature, extent, and quality of the services provided by the Adviser. In this regard, the Board reviewed the services being provided by the Adviser to the Fund including, without limitation, its investment advisory services since the Fund’s inception, the Adviser’s compliance procedures and practices, its efforts to promote the Fund and assist in its distribution, and its compliance program. After reviewing the foregoing information and further information regarding the Adviser’s business, the Board concluded that the quality, extent, and nature of the services provided by the Adviser were satisfactory and adequate for the Fund.
 
The investment performance of the Fund. In this regard, the Board compared the performance of the Fund with the performance of its benchmark index, custom peer group and related Morningstar category. The Board also considered the consistency of the Adviser’s management with the Fund’s investment objective and policies. The Board noted that, relative to its peer group and funds of similar size and structure in the Fund’s Morningstar category (Tactical Allocation funds under $25 million, No Load), the Fund had outperformed the peer group’s average and median returns for the one-year period, and had underperformed the comparable funds in the Morningstar category’s average returns for the one-year period and slightly underperformed their median returns for the one-year period. The Board noted that the Adviser had explained the reasons for the Fund’s underperformance as to the comparable funds in the Morningstar category. Following discussion of the investment performance of the Fund, the Adviser’s experience in managing a mutual fund, its historical investment performance, and other factors, the Board concluded that the investment performance of the Fund has been satisfactory.
 
The costs of the services provided and profits realized by the Adviser and its affiliates from its relationship with the Fund. In this regard, the Board considered the Adviser’s staffing, personnel, and methods of operations; the education and experience of its personnel; compliance program, policies, and procedures; financial condition and the level of commitment to the Fund, and, generally, the Adviser’s advisory business; the asset level of the Fund; and the overall expenses of the Fund, including the new advisory fee schedule with a 1% advisory fee. The Board considered the Adviser’s Expense Limitation Agreement
 
24
 

Topturn OneEighty Fund
DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited) (Continued)

 
(the “ELA”) with the Fund, and considered the Adviser’s current and past fee reductions and expense reimbursements for the Fund. The Board further took into account the Adviser’s commitment to continue the ELA for the Fund until at least August 31, 2018.
 
The Board also considered potential benefits for the Adviser in managing the Fund, including promotion of the Adviser’s name and the potential for it to receive research, statistical, or other services from the Fund’s trades. The Board compared the Fund’s advisory fee and overall expense ratio to the average advisory fees and average expense ratios for its peer group and Morningstar category. The Board noted that the 1.00% advisory fee for the Fund was above the average and equal to the median for the Fund’s peer group and was above the average and the median for the comparable funds in the Morningstar category, but was less than the 20% percentile for the comparable funds in the Morningstar category. The Board further noted that the overall annual expense cap of 1.75% for the Fund was higher than the average and median for the Fund’s peer group and the Morningstar category, but was less than the 20% percentile for the comparable funds in the Morningstar category. In considering the comparison in fees and expense ratios between the Fund 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 also compared the fees paid by the Fund to the fees paid by other accounts of the Adviser with similar strategies, and considered the similarities and differences of services received by such other accounts as compared to the service provided to the Fund. 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 payable to the Fund. The Board also considered the Adviser’s commitment to limit the Fund’s expensed under the ELA. Following these comparisons and upon further consideration and discussion of the foregoing, the Board concluded that the advisory fee paid to the Adviser by the Fund is fair and reasonable.
 
The extent to which economies of scale would be realized as the Fund grows and whether advisory fee levels reflect these economies of scale for the benefit of the Fund’s investors. In this regard, the Board considered that the Fund’s 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 Fund have experienced benefits from the ELA and will continue to experience benefits from the ELA until the Fund assets grow to a level where its expenses otherwise fall below the expense limit. Following further discussion of the Fund’s asset level, expectations for growth, and level of fees, the Board determined that the Fund’s fee arrangements with the Adviser would continue to provide benefits. The Board also determined that the fee arrangements were fair and reasonable in relation to the nature and quality of services being provided by the Adviser, and given the Fund’s projected asset levels for the next year.
 
Brokerage and portfolio transactions. In this regard, the Board considered the Adviser’s trading policies, procedures, and performance in seeking best execution for the Fund. The Board also considered the historical portfolio turnover rate for the Fund; the process by which evaluations are made of the overall reasonableness of commissions paid; the method and basis for selecting and evaluating the broker-dealers used; and any anticipated
 
25

Topturn OneEighty Fund
DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited) (Continued)

 
allocation of portfolio business to persons affiliated with the Adviser. After further review and discussion, the Board determined that the Adviser’s practices regarding brokerage and portfolio transactions were 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 Fund, the Adviser’s process for allocating trades among its different clients, and the substance and administration of the Adviser’s Code of Ethics. Following further consideration and discussion, the Board found that the Adviser’s standards and practices relating to the identification and mitigation of potential conflicts of interests were satisfactory.
 
Conclusion
After full consideration of the above factors as well as other factors, the Board unanimously concluded that continuance of the Investment Advisory Agreement was in the best interests of each of the Fund and its shareholders. It was noted that in the Trustees’ deliberation regarding the approval of the renewal of the Investment Advisory Agreement, the Trustees did not identify any particular information or factor that was all-important or controlling, and that each individual Trustee may have attributed different weights to the various factors noted above.
 
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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 name 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 $168,000 and $140,000 with respect to the registrant’s fiscal years ended August 31, 2017 and August 31, 2016, 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 $37,500 and $31,000 with respect to the registrant’s fiscal years ended August 31, 2017 and August 31, 2016, 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)
With respect to the fiscal years ended August 31, 2017 and August 31, 2016, aggregate non-audit fees of $37,500 and $31,00, respectively, were billed by the registrant’s principal accountant for services rendered to the registrant.


(h)
The registrant’s Committee of Independent Trustees of the Board of Trustees determined that the provision of non-audit services that were 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 investment adviser that provides ongoing services to the registrant that were pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

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 to fill vacancies on the registrant’s board of trustees if such recommendations are submitted in writing, addressed to the Committee at the registrant’s offices and meet any minimum qualifications adopted by the Committee. 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.
Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
 
Not applicable
 
Item 13.
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
 
(a)(4) Change in the registrant's independent public accountants:  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, Secretary
 
       
Date
November 9, 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/ David R. Carson
 
   
David R. Carson, Principal Executive Officer of Blue Current Global Dividend Fund, Alambic Mid Cap Growth Plus Fund, Alambic Mid Cap Value Plus Fund, Alambic Small Cap Value Plus Fund, Alambic Small Cap Growth Plus Fund, Topturn OneEighty Fund, Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund, Castlemaine Multi-Strategy Fund, and Marshfield Concentrated Opportunity Fund
 
       
Date
November 9, 2017
   
       
By (Signature and Title)*
/s/ Jennifer L. Leamer
 
   
Jennifer L. Leamer, Treasurer and Principal Accounting Officer
 
       
Date
November 9, 2017
   

*
Print the name and title of each signing officer under his or her signature.