N-CSR 1 fp0036727_ncsr.htm

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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)

 

Matthew J. Beck

 

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, 2018  

 

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, 2018

 

 

ALAMBIC FUNDS
LETTER TO SHAREHOLDERS

October 2018

 

Dear Alambic Funds Shareholder:

We are once again pleased to present you with the Alambic Funds’ Annual Report for our fiscal year ended August 31, 2018. This has been an interesting period in the US equity markets and, while portfolio management has been challenging, opportunities for small and mid-cap investors are plentiful for managers with the right strategy. We are honored to have had your support over the past year while we continued to refine our portfolios and validate our belief that a long-term view and disciplined systematic approach to fundamental investing will reward patient, value-focused investors.

 

The past fiscal year has been dominated first by the expectation, and then reality, of tax cuts, which drove multiples to near historical highs. During this period of “risk on” trading, growth and momentum stocks have consistently outperformed value stocks, and valuation has diminished as a return forecasting factor. Recent concerns over rising inflation, tighter Fed policy, and trade related conflicts have introduced higher volatility. However, volatility has dropped once again as investors appear to ignore the macro challenges for the time being.

 

Currently, US equities remain broadly expensive vs. history, with every size segment trading at double digit premiums to their historical median valuations. Earnings growth in many cases justifies current levels, but with shares being priced for near perfect results, many firms, particularly in the rapid growth sectors, are vulnerable to disappointing news. It appears that this is not a very popular bull market and, while the equity market keeps rising, investors seem to be focused on what will take the market lower instead of higher.

 

Performance Review

 

Alambic Small Cap Value Plus Fund (“ALAMX”)

For the fiscal year ended 8/31/2018, ALAMX delivered a total return of 19.36%, compared to the 20.05% return for its benchmark, the Russel 2000 Value® Index. At the end of the fiscal year, this fund was placed in the 42nd percentile of its small cap value peers according to Morningstar. The Fund’s portfolio is managed with a focus on equities that are attractive from a fundamental value perspective and have a very low allocation to growth or momentum stocks. The Fund’s portfolio also tends to have a bias more towards smaller small cap stocks than most of our peer managers, and we tend to be underweight in the financial sector as well. The Funds’ portfolios continue to be built with a systematic, disciplined risk-controlled process, with the goal of delivering excess returns over time.

 

With the exception of periods where our underweight in financials hurt our performance, we have generally either tracked or beat our benchmark index, the Russell 2000 Value Index. Given that we use almost no growth or momentum factors for this portfolio during the selection process, we are happy with our returns.

 

Alambic Small Cap Growth Plus Fund (“ALGSX”)

For the fiscal year ended 8/31/2018, ALGSX delivered a total return of 21.31%, compared to the 30.72% return for its benchmark, the Russell 2000 Growth® Index. The Fund’s 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

 

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value bias, we also include value-oriented stocks with certain growth characteristics, which results in our characteristic “value tilt.” Thus, we expect the Fund’s portfolio to outperform its benchmark during market cycles where value stocks outperform growth stocks. During periods where the value and growth stocks’ relative performance is roughly equivalent, we would expect our performance to exceed the benchmark over time, but by a lesser amount. Since inception, this fund has delivered an average annual total return of 18.33%.

 

Over the past 12 months, growth stocks have consistently outperformed value stocks. Our value bias in this fund relative to other small cap growth funds is reflected in its underperformance this year relative to its benchmark and its peer group. As growth stocks are now very expensive relative to value and earnings, we are broadening out across both sectors and expect this market trend to begin to reverse.

 

Alambic Mid Cap Value Plus Fund (“ALMVX”)

For the fiscal year ended 8/31/2018, ALMVX delivered a total return of 12.46%, compared to the 12.67% return for its benchmark, the Russell Mid Cap Value® Index. We manage the Fund’s portfolio without the traditional biases of our small cap funds relating to value factors and portfolio average market caps. Our focus on fundamental value stock selection, and the fact that we have avoided intentional portfolio biases, has resulted in returns during the past year that have often exceeded the benchmark.

 

As this fund was launched less than 2 years ago, its net assets are significantly lower than our small cap funds and, as a result, we carry fewer positions. This results in less diversification than the two small cap funds we manage, and sector weights and individual stocks can have a greater proportional impact on ALMVX’s performance than in those other funds. In the past year, occasional disappointing stock picks had a measurable impact on the fund’s performance, which would have been substantially reduced with a larger number of positions. Although we are pleased with the performance of this fund, we expect performance variability relative to its benchmark to decline as net assets increase.

 

Alambic Mid Cap Growth Plus Fund (“ALMGX”)

For the fiscal year ended 8/31/2018, ALMGX delivered a total return of 15.56%, compared to the 25.06% return for its benchmark, the Russell Mid Cap Growth® Index. Consistent with our small cap growth fund, the Fund’s 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, this fund is intentionally aligned more towards mid-cap core than mid cap growth. We expect this value bias to negatively impact the portfolio in strong growth/momentum driven markets, and this is what we experienced during the fiscal year. Conversely, we believe this fund should perform well relative to its benchmark in strong value driven markets.

 

As with the mid cap growth fund, this fund also has relatively low net assets and, thus, a considerably smaller number of positions than the small cap funds we manage. As it is difficult to maintain similar sector and market segment weights in this fund relative to its benchmark because of its small size, sector and segment imbalances are amplified.

 

We now have a three-year track record with the Alambic Small Cap Value Fund. We are developing a deeper understanding of how this fund, along with our more recent funds, performs in different market conditions. In some cases, we have tweaked our model to achieve a lower tracking error to our benchmarks, but in most cases, we will promote each fund with

 

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the knowledge of its individual idiosyncrasies. We prefer to rely on our model’s long-term predictive characteristics and 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 http://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, 2018, please see the Schedule of Investments sections of the Annual Report. The opinions of the Funds’ Adviser with respect to those securities may change at any time.

 

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

 

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ALAMBIC SMALL CAP VALUE PLUS FUND
PERFORMANCE INFORMATION
August 31, 2018 (Unaudited)

 

 

Comparison of the Change in Value of a $10,000 Investment
in Alambic Small Cap Value Plus Fund versus the
Russell 2000
® Value Index.

 

Average Annual Total Returns
(for the periods ended August 31, 2018)

 
 

1 Year

Since
Inception
(b)

 

Alambic Small Cap Value Plus Fund(a)

19.36%

14.53%

 

Russell 2000® Value Index

20.05%

16.84%

 

 

(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)

Commencement of operations for Alambic Small Cap Value Plus Fund was September 1, 2015.

 

4

 

 

 

ALAMBIC SMALL CAP GROWTH PLUS FUND
PERFORMANCE INFORMATION
August 31, 2018 (Unaudited)

 

 

Comparison of the Change in Value of a $10,000 Investment
in Alambic Small Cap Growth Plus Fund versus the
Russell 2000
® Growth Index.

 

Average Annual Total Returns
(for the periods ended August 31, 2018)

 
 

1 Year

Since
Inception
(b)

 

Alambic Small Cap Growth Plus Fund(a)

21.31%

18.33%

 

Russell 2000® Growth Index

30.72%

18.61%

 

 

(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)

Commencement of operations for Alambic Small Cap Growth Plus Fund was December 29, 2015.

 

5

 

 

 

ALAMBIC MID CAP VALUE PLUS FUND
PERFORMANCE INFORMATION
August 31, 2018 (Unaudited)

 

 

Comparison of the Change in Value of a $10,000 Investment
in Alambic Mid Cap Value Plus Fund versus the
Russell Mid Cap Value Index.

 

Average Annual Total Returns
(for the periods ended August 31, 2018)

 
 

1 Year

Since
Inception
(b)

 

Alambic Mid Cap Value Plus Fund(a)

12.46%

10.52%

 

Russell Mid Cap Value Index

12.67%

10.17%

 

 

(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)

Commencement of operations for Alambic Mid Cap Value Plus Fund was December 29, 2016.

 

6

 

 

 

ALAMBIC MID CAP GROWTH PLUS FUND
PERFORMANCE INFORMATION
August 31, 2018 (Unaudited)

 

 

Comparison of the Change in Value of a $10,000 Investment
in Alambic Mid Cap Growth Plus Fund versus the
Russell Mid Cap Growth Index.

 

Average Annual Total Returns
(for the periods ended August 31, 2018)

 
 

1 Year

Since
Inception
(b)

 

Alambic Mid Cap Growth Plus Fund(a)

15.56%

15.44%

 

Russell Mid Cap Growth Index

25.06%

23.27%

 

 

(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)

Commencement of operations for Alambic Mid Cap Growth Plus Fund was December 29, 2016.

 

7

 

 

 

ALAMBIC SMALL CAP VALUE PLUS FUND
PORTFOLIO INFORMATION
August 31, 2018 (Unaudited)

 

 

Sector Diversification (% of Net Assets)

 

Top 10 Equity Holdings

 

 

Security Description

% of Net Assets

ARC Document Solutions, Inc.

2.6%

Tredegar Corporation

2.5%

DSP Group, Inc.

2.3%

Xcerra Corporation

2.2%

Tower International, Inc.

2.0%

Bridgepoint Education, Inc.

1.9%

Speedway Motorsports, Inc.

1.8%

Ooma, Inc.

1.8%

Nautilus, Inc.

1.6%

Acacia Research Corporation

1.6%

 

8

 

 

 

ALAMBIC SMALL CAP GROWTH PLUS FUND
PORTFOLIO INFORMATION
August 31, 2018 (Unaudited)

 

 

Sector Diversification (% of Net Assets)

 

Top 10 Equity Holdings

 

 

Security Description

% of Net Assets

Xcerra Corporation

3.0%

Tredegar Corporation

2.2%

Commercial Vehicle Group, Inc.

2.1%

Tower International, Inc.

1.9%

DSP Group, Inc.

1.9%

Pfenex, Inc.

1.7%

Luminex Corporation

1.7%

EVERTEC, Inc.

1.7%

Natural Grocers by Vitamin Cottage, Inc.

1.7%

XO Group, Inc.

1.6%

 

9

 

 

 

ALAMBIC MID CAP VALUE PLUS FUND
PORTFOLIO INFORMATION
August 31, 2018 (Unaudited)

 

 

Sector Diversification (% of Net Assets)

 

Top 10 Equity Holdings

 

 

Security Description

% of Net Assets

Archer-Daniels-Midland Company

2.7%

AGCO Corporation

2.6%

Bio-Rad Laboratories, Inc. - Class A

2.4%

Xerox Corporation

2.3%

Allison Transmission Holdings, Inc.

2.1%

Hewlett Packard Enterprise Company

2.0%

United States Cellular Corporation

2.0%

Textron, Inc.

1.8%

Hunstman Corporation

1.7%

Viacom, Inc. - Class B

1.6%

 

10

 

 

 

ALAMBIC MID CAP GROWTH PLUS FUND
PORTFOLIO INFORMATION
August 31, 2018 (Unaudited)

 

 

Sector Diversification (% of Net Assets)

 

Top 10 Equity Holdings

 

 

Security Description

% of Net Assets

AGCO Corporation

2.8%

Xerox Corporation

2.2%

Bio-Rad Laboratories, Inc. - Class A

2.2%

Allison Transmission Holdings, Inc.

2.2%

Hewlett Packard Enterprise Company

2.2%

WestRock Company

1.9%

CA, Inc.

1.8%

Archer-Daniels-Midland Company

1.7%

Zebra Technologies Corporation - Class A

1.7%

Laureate Education, Inc. - Class A

1.6%

 

11

 

 

 

ALAMBIC SMALL CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS
August 31, 2018

COMMON STOCKS 95.3%

 

Shares

   

Value

 

Consumer Discretionary — 17.4%

               

Auto Components — 3.1%

               

Stoneridge, Inc. (a)

    781     $ 23,375  

Tenneco, Inc.

    250       10,698  

Tower International, Inc.

    2,000       67,600  
              101,673  

Distributors — 0.2%

               

VOXX International Corporation (a)

    1,459       7,879  
                 

Diversified Consumer Services — 4.3%

               

American Public Education, Inc. (a)

    600       20,850  

Bridgepoint Education, Inc. (a)

    5,455       64,151  

K12, Inc. (a)

    2,450       40,572  

Laureate Education, Inc. - Class A (a)

    1,100       17,567  
              143,140  

Hotels, Restaurants & Leisure — 2.5%

               

Carrols Restaurant Group, Inc. (a)

    200       3,160  

Potbelly Corporation (a)

    1,487       20,149  

Speedway Motorsports, Inc.

    3,400       60,826  
              84,135  

Household Durables — 1.2%

               

Bassett Furniture Industries, Inc.

    380       8,873  

Flexsteel Industries, Inc.

    834       29,757  
              38,630  

Leisure Products — 1.6%

               

Nautilus, Inc. (a)

    3,587       52,550  
                 

Media — 3.5%

               

Gannett Company, Inc.

    1,700       17,476  

Lee Enterprises, Inc. (a)

    17,729       50,528  

MSG Networks, Inc. - Class A (a)

    1,165       28,309  

Townsquare Media, Inc. - Class A (a)

    300       2,679  

tronc, Inc. (a)

    1,012       16,698  
              115,690  

Specialty Retail — 0.5%

               

Ascena Retail Group, Inc. (a)

    2,100       9,618  

Citi Trends, Inc.

    200       6,188  
              15,806  

Textiles, Apparel & Luxury Goods — 0.5%

               

Movado Group, Inc.

    200       8,520  

Vera Bradley, Inc. (a)

    472       6,919  
              15,439  

 

12

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC SMALL CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS 95.3% (Continued)

 

Shares

   

Value

 

Consumer Staples — 6.7%

               

Beverages — 0.5%

               

Boston Beer Company, Inc. (The) - Class A (a)

    20     $ 6,063  

Coca-Cola Bottling Company Consolidated

    40       6,782  

Keurig Dr Pepper, Inc.

    100       2,280  
              15,125  

Food & Staples Retailing — 3.2%

               

Natural Grocers by Vitamin Cottage, Inc. (a)

    2,630       51,048  

SpartanNash Company

    424       9,052  

Village Super Market, Inc. - Class A

    1,609       46,951  
              107,051  

Food Products — 0.5%

               

Dean Foods Company

    2,196       16,734  
                 

Household Products — 2.3%

               

Central Garden & Pet Company - Class A (a)

    800       29,064  

Oil-Dri Corporation of America

    1,150       46,748  
              75,812  

Personal Products — 0.2%

               

LifeVantage Corporation (a)

    500       6,280  
                 

Energy — 7.0%

               

Energy Equipment & Services — 1.5%

               

FTS International, Inc. (a)

    600       6,618  

Helix Energy Solutions Group, Inc. (a)

    300       2,808  

Mammoth Energy Services, Inc.

    800       21,984  

Pioneer Energy Services Corporation (a)

    1,268       4,057  

Superior Energy Services, Inc. (a)

    1,091       9,819  

Unit Corporation (a)

    200       5,258  
              50,544  

Oil, Gas & Consumable Fuels — 5.5%

               

Adams Resources & Energy, Inc.

    1,018       46,727  

Evolution Petroleum Corporation

    1,900       19,095  

Overseas Shipholding Group, Inc. - Class A (a)

    10,712       36,742  

PBF Energy, Inc. - Class A

    50       2,596  

Renewable Energy Group, Inc. (a)

    600       16,170  

VAALCO Energy, Inc. (a)

    14,379       34,797  

W&T Offshore, Inc. (a)

    3,656       24,751  
              180,878  

Financials — 10.0%

               

Banks — 9.9%

               

Associated Banc-Corp

    300       8,175  

Cadence Bancorporation

    600       16,950  

Cathay General Bancorp

    200       8,460  

 

13

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC SMALL CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS 95.3% (Continued)

 

Shares

   

Value

 

Financials — 10.0% (Continued)

               

Banks — 9.9% (Continued)

               

Chemical Financial Corporation

    550     $ 31,416  

Columbia Banking System, Inc.

    350       14,788  

Community Bank System, Inc.

    150       9,920  

Customers Bancorp, Inc. (a)

    100       2,470  

CVB Financial Corporation

    100       2,405  

First Busey Corporation

    100       3,205  

First Citizens BancShares, Inc. - Class A

    10       4,750  

First Financial Bancorp

    300       9,420  

First Financial Bankshares, Inc.

    100       6,040  

First Midwest Bancorp, Inc.

    300       8,154  

Fulton Financial Corporation

    300       5,460  

Glacier Bancorp, Inc.

    100       4,568  

Great Western Bancorp, Inc.

    500       21,770  

Hancock Whitney Corporation

    300       15,465  

Heartland Financial USA, Inc.

    150       9,120  

Home BancShares, Inc.

    200       4,682  

Hope Bancorp, Inc.

    600       10,506  

IBERIABANK Corporation

    90       7,799  

Independent Bank Corporation

    20       1,822  

Independent Bank Group, Inc.

    50       3,463  

International Bancshares Corporation

    50       2,342  

MB Financial, Inc.

    200       9,692  

Preferred Bank

    50       3,060  

Renasant Corporation

    150       7,003  

Republic First Bancorp, Inc. (a)

    500       3,900  

ServisFirst Bancshares, Inc.

    150       6,465  

Simmons First National Corporation - Class A

    200       6,320  

South State Corporation

    260       21,437  

TCF Financial Corporation

    200       5,070  

UMB Financial Corporation

    180       13,543  

United Bankshares, Inc.

    400       15,760  

United Community Banks, Inc.

    600       18,204  

Valley National Bancorp

    400       4,820  
              328,424  

Insurance — 0.1%

               

American Equity Investment Life Holding Company

    100       3,709  
                 

Health Care — 9.0%

               

Biotechnology — 2.5%

               

Acorda Therapeutics, Inc. (a)

    300       8,640  

Calithera Biosciences, Inc. (a)

    1,499       8,170  

 

14

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC SMALL CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS 95.3% (Continued)

 

Shares

   

Value

 

Health Care — 9.0% (Continued)

               

Biotechnology — 2.5% (Continued)

               

Jounce Therapeutics, Inc. (a)

    1,894     $ 14,868  

Pfenex, Inc. (a)

    7,580       40,022  

REGENXBIO, Inc. (a)

    50       3,522  

Vanda Pharmaceuticals, Inc. (a)

    400       7,730  
              82,952  

Health Care Equipment & Supplies — 2.9%

               

Accuray, Inc. (a)

    2,567       10,268  

AngioDynamics, Inc. (a)

    920       20,626  

RTI Surgical, Inc. (a)

    5,465       24,456  

Varex Imaging Corporation (a)

    1,300       40,820  
              96,170  

Health Care Providers & Services — 0.3%

               

American Renal Associates Holdings, Inc. (a)

    386       8,473  
                 

Health Care Technology — 1.9%

               

Allscripts Healthcare Solutions, Inc. (a)

    2,500       36,525  

HealthStream, Inc.

    300       9,519  

Quality Systems, Inc. (a)

    800       18,312  
              64,356  

Life Sciences Tools & Services — 1.0%

               

Luminex Corporation

    1,200       33,852  
                 

Pharmaceuticals — 0.4%

               

Assertio Therapeutics, Inc. (a)

    300       1,914  

Lannett Company, Inc. (a)

    2,200       11,770  
              13,684  

Industrials — 19.9%

               

Aerospace & Defense — 2.0%

               

Engility Holdings, Inc. (a)

    200       6,942  

Esterline Technologies Corporation (a)

    500       42,975  

Moog, Inc. - Class A

    200       15,782  
              65,699  

Building Products — 1.9%

               

Armstrong Flooring, Inc. (a)

    1,964       34,390  

NCI Building Systems, Inc. (a)

    1,800       30,420  
              64,810  

Commercial Services & Supplies — 3.6%

               

ARC Document Solutions, Inc. (a)

    26,200       84,364  

Brady Corporation - Class A

    421       17,029  

Kimball International, Inc. - Class B

    1,000       17,470  
              118,863  

 

15

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC SMALL CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS 95.3% (Continued)

 

Shares

   

Value

 

Industrials — 19.9% (Continued)

               

Construction & Engineering — 1.3%

               

HC2 Holdings, Inc. (a)

    2,400     $ 15,048  

Orion Group Holdings, Inc. (a)

    3,100       26,722  
              41,770  

Electrical Equipment — 2.1%

               

Allied Motion Technologies, Inc.

    200       9,768  

Atkore International Group, Inc. (a)

    600       16,428  

Preformed Line Products Company

    540       44,118  
              70,314  

Machinery — 5.6%

               

AGCO Corporation

    550       32,813  

Commercial Vehicle Group, Inc. (a)

    3,531       34,463  

Global Brass & Copper Holdings, Inc.

    400       15,420  

Hurco Companies, Inc.

    875       37,537  

L.B. Foster Company - Class A (a)

    2,136       48,594  

Meritor, Inc. (a)

    700       15,162  
              183,989  

Professional Services — 2.0%

               

Acacia Research Corporation (a)

    13,318       51,940  

Heidrick & Struggles International, Inc.

    300       13,260  
              65,200  

Road & Rail — 0.7%

               

Covenant Transportation Group, Inc. - Class A (a)

    33       986  

YRC Worldwide, Inc. (a)

    2,477       23,705  
              24,691  

Trading Companies & Distributors — 0.7%

               

BMC Stock Holdings, Inc. (a)

    500       11,250  

Nexeo Solutions, Inc. (a)

    1,127       11,281  
              22,531  

Information Technology — 13.1%

               

Communications Equipment — 0.4%

               

Bel Fuse, Inc. - Class B

    200       5,730  

Calix, Inc. (a)

    900       7,020  
              12,750  

Electronic Equipment, Instruments & Components — 0.4%

               

Insight Enterprises, Inc. (a)

    100       5,514  

Vishay Precision Group, Inc. (a)

    200       8,660  
              14,174  

Internet Software & Services — 2.8%

               

Aerohive Networks, Inc. (a)

    8,300       35,026  

eGain Corporation (a)

    700       10,010  

Endurance International Group Holdings, Inc. (a)

    200       1,930  

 

16

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC SMALL CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS 95.3% (Continued)

 

Shares

   

Value

 

Information Technology — 13.1% (Continued)

               

Internet Software & Services — 2.8% (Continued)

               

QuinStreet, Inc. (a)

    800     $ 12,136  

XO Group, Inc. (a)

    1,140       34,268  
              93,370  

IT Services — 2.5%

               

EVERTEC, Inc.

    1,600       38,480  

Sykes Enterprises, Inc. (a)

    1,469       44,423  
              82,903  

Semiconductors & Semiconductor Equipment — 6.2%

               

Amkor Technology, Inc. (a)

    2,100       18,333  

DSP Group, Inc. (a)

    5,796       74,479  

Nanometrics, Inc. (a)

    150       6,571  

Photronics, Inc. (a)

    2,150       23,005  

Veeco Instruments, Inc. (a)

    800       9,600  

Xcerra Corporation (a)

    5,090       73,703  
              205,691  

Software — 0.3%

               

Agilysys, Inc. (a)

    333       5,351  

American Software, Inc. - Class A

    267       4,801  
              10,152  

Technology Hardware, Storage & Peripherals — 0.5%

               

Avid Technology, Inc. (a)

    2,636       15,605  
                 

Materials — 8.2%

               

Chemicals — 4.0%

               

AdvanSix, Inc. (a)

    700       23,688  

Kronos Worldwide, Inc.

    400       8,052  

OMNOVA Solutions, Inc. (a)

    101       914  

Tredegar Corporation

    3,825       83,959  

Valhi, Inc.

    4,344       14,335  
              130,948  

Construction Materials — 1.5%

               

United States Lime & Minerals, Inc.

    674       51,150  
                 

Containers & Packaging — 1.6%

               

Owens-Illinois, Inc. (a)

    2,900       51,243  
                 

Metals & Mining — 1.1%

               

Cleveland-Cliffs, Inc. (a)

    200       2,010  

Gold Resource Corporation

    4,738       24,448  

Schnitzer Steel Industries, Inc. - Class A

    300       7,905  

SunCoke Energy, Inc. (a)

    200     2,232  
              36,595  

 

17

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC SMALL CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS 95.3% (Continued)

 

Shares

   

Value

 

Telecommunication Services — 4.0%

               

Diversified Telecommunication Services — 1.8%

               

Ooma, Inc. (a)

    3,600     $ 57,600  
                 

Wireless Telecommunication Services — 2.2%

               

Spok Holdings, Inc.

    2,274       34,906  

United States Cellular Corporation (a)

    900       38,484  
              73,390  
                 

Total Common Stocks (Cost $2,753,798)

          $ 3,152,424  

 

RIGHTS 0.0% (b)

 

Shares

   

Value

 

Media General, Inc. - CVR (a)(c) (Cost $0)

    100     $ 5  
                 

Total Investments at Value — 95.3% (Cost $2,753,798)

          $ 3,152,429  
                 

Other Assets in Excess of Liabilities — 4.7%

            154,296  
                 

Net Assets — 100.0%

          $ 3,306,725  

 

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 was $5 as of August 31, 2018, representing 0.0% (b) of net assets (Note 2).

 

18

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC SMALL CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS
August 31, 2018

COMMON STOCKS 96.6%

 

Shares

   

Value

 

Consumer Discretionary — 16.5%

               

Auto Components — 2.7%

               

Tenneco, Inc.

    550     $ 23,534  

Tower International, Inc.

    1,800       60,840  
              84,374  

Distributors — 0.0% (a)

               

VOXX International Corporation (b)

    150       810  
                 

Diversified Consumer Services — 4.6%

               

American Public Education, Inc. (b)

    600       20,850  

Bridgepoint Education, Inc. (b)

    3,620       42,571  

K12, Inc. (b)

    2,775       45,954  

Laureate Education, Inc. - Class A (b)

    1,200       19,164  

Weight Watchers International, Inc. (b)

    200       14,980  
              143,519  

Hotels, Restaurants & Leisure — 3.0%

               

BBX Capital Corporation

    680       5,052  

Bojangles', Inc. (b)

    792       11,563  

International Speedway Corporation - Class A

    300       13,245  

Marcus Corporation (The)

    100       4,060  

Potbelly Corporation (b)

    1,100       14,905  

Speedway Motorsports, Inc.

    2,023       36,192  

Town Sports International Holdings, Inc. (b)

    945       8,647  
              93,664  

Household Durables — 1.4%

               

Flexsteel Industries, Inc.

    1,055       37,643  

LGI Homes, Inc. (b)

    142       8,179  
              45,822  

Leisure Products — 1.1%

               

Johnson Outdoors, Inc. - Class A

    60       6,077  

Nautilus, Inc. (b)

    2,026       29,681  
              35,758  

Media — 2.0%

               

Gannett Company, Inc.

    400       4,112  

Lee Enterprises, Inc. (b)

    8,810       25,108  

MSG Networks, Inc. - Class A (b)

    500       12,150  

Townsquare Media, Inc. - Class A (b)

    600       5,358  

tronc, Inc. (b)

    900       14,850  
              61,578  

Specialty Retail — 0.5%

               

Citi Trends, Inc.

    400       12,376  

Express, Inc. (b)

    300       3,366  
              15,742  

 

19

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC SMALL CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS 96.6% (Continued)

 

Shares

   

Value

 

Consumer Discretionary — 16.5% (Continued)

               

Textiles, Apparel & Luxury Goods — 1.2%

               

Movado Group, Inc.

    300     $ 12,780  

Vera Bradley, Inc. (b)

    1,677       24,585  
              37,365  

Consumer Staples — 4.8%

               

Food & Staples Retailing — 2.4%

               

Natural Grocers by Vitamin Cottage, Inc. (b)

    2,700       52,407  

SpartanNash Company

    3       64  

Village Super Market, Inc. - Class A

    791       23,081  
              75,552  

Household Products — 2.0%

               

Central Garden & Pet Company - Class A (b)

    700       25,431  

Energizer Holdings, Inc.

    250       15,898  

Oil-Dri Corporation of America

    557       22,642  
              63,971  

Personal Products — 0.4%

               

LifeVantage Corporation (b)

    1,000       12,560  
                 

Energy — 3.5%

               

Energy Equipment & Services — 0.6%

               

Mammoth Energy Services, Inc.

    550       15,114  

Superior Energy Services, Inc. (b)

    364       3,276  
              18,390  

Oil, Gas & Consumable Fuels — 2.9%

               

Adams Resources & Energy, Inc.

    511       23,455  

Evolution Petroleum Corporation

    1,700       17,085  

Overseas Shipholding Group, Inc. - Class A (b)

    2,048       7,024  

VAALCO Energy, Inc. (b)

    10,221       24,735  

W&T Offshore, Inc. (b)

    2,958       20,026  
              92,325  

Health Care — 23.0%

               

Biotechnology — 9.5%

               

Acorda Therapeutics, Inc. (b)

    800       23,040  

AMAG Pharmaceuticals, Inc. (b)

    300       7,320  

Amicus Therapeutics, Inc. (b)

    800       10,784  

Calithera Biosciences, Inc. (b)

    1,000       5,450  

ChemoCentryx, Inc. (b)

    200       2,636  

Emergent BioSolutions, Inc. (b)

    250       15,500  

Enanta Pharmaceuticals, Inc. (b)

    260       23,642  

Genomic Health, Inc. (b)

    250       15,292  

Halozyme Therapeutics, Inc. (b)

    1,200       22,092  

Inovio Pharmaceuticals, Inc. (b)

    700       3,682  

Jounce Therapeutics, Inc. (b)

    1,864       14,632  

 

20

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC SMALL CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS 96.6% (Continued)

 

Shares

   

Value

 

Health Care — 23.0% (Continued)

               

Biotechnology — 9.5% (Continued)

               

MacroGenics, Inc. (b)

    900     $ 19,683  

Pfenex, Inc. (b)

    10,359       54,696  

PTC Therapeutics, Inc. (b)

    50       2,087  

REGENXBIO, Inc. (b)

    350       24,657  

Retrophin, Inc. (b)

    600       19,014  

Vanda Pharmaceuticals, Inc. (b)

    1,700       32,853  
              297,060  

Health Care Equipment & Supplies — 5.1%

               

Accuray, Inc. (b)

    4,298       17,192  

AngioDynamics, Inc. (b)

    1,220       27,352  

Cardiovascular Systems, Inc. (b)

    100       3,853  

Cerus Corporation (b)

    1,200       9,336  

FONAR Corporation (b)

    100       2,620  

Integer Holdings Corporation (b)

    250       19,975  

Meridian Bioscience, Inc.

    100       1,570  

Orthofix Medical, Inc. (b)

    350       18,746  

RTI Surgical, Inc. (b)

    5,900       26,403  

STAAR Surgical Company (b)

    700       33,390  
              160,437  

Health Care Providers & Services — 1.3%

               

American Renal Associates Holdings, Inc. (b)

    900       19,755  

Cardinal Health, Inc.

    100       5,219  

Express Scripts Holding Company (b)

    50       4,401  

Select Medical Holdings Corporation (b)

    600       11,880  
              41,255  

Health Care Technology — 2.2%

               

Allscripts Healthcare Solutions, Inc. (b)

    2,300     33,603  

HealthStream, Inc.

    908       28,811  

Quality Systems, Inc. (b)

    300       6,867  
              69,281  

Life Sciences Tools & Services — 2.5%

               

Luminex Corporation

    1,900       53,599  

Medpace Holdings, Inc. (b)

    400       23,916  
              77,515  

Pharmaceuticals — 2.4%

               

Innoviva, Inc. (b)

    1,000       14,520  

Lannett Company, Inc. (b)

    300       1,605  

Mylan N.V. (b)

    600       23,478  

Nektar Therapeutics (b)

    250       16,622  

Supernus Pharmaceuticals, Inc. (b)

    450       19,935  
              76,160  

 

21

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC SMALL CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS 96.6% (Continued)

 

Shares

   

Value

 

Industrials — 22.2%

               

Aerospace & Defense — 2.0%

               

Engility Holdings, Inc. (b)

    800     $ 27,768  

Esterline Technologies Corporation (b)

    190       16,330  

Moog, Inc. - Class A

    250       19,728  
              63,826  

Building Products — 1.5%

               

Armstrong Flooring, Inc. (b)

    938       16,424  

Continental Building Products, Inc. (b)

    300       11,190  

NCI Building Systems, Inc. (b)

    1,139       19,249  
              46,863  

Commercial Services & Supplies — 4.1%

               

ARC Document Solutions, Inc. (b)

    15,800       50,876  

Brady Corporation - Class A

    537       21,722  

Ennis, Inc.

    300       6,540  

Herman Miller, Inc.

    600       22,980  

Kimball International, Inc. - Class B

    1,451       25,349  
              127,467  

Construction & Engineering — 1.3%

               

Ameresco, Inc. - Class A (b)

    121       1,736  

HC2 Holdings, Inc. (b)

    1,350       8,465  

Orion Group Holdings, Inc. (b)

    3,700       31,894  
              42,095  

Electrical Equipment — 3.0%

               

Allied Motion Technologies, Inc.

    550       26,862  

Atkore International Group, Inc. (b)

    1,000       27,380  

Preformed Line Products Company

    325       26,553  

Vicor Corporation (b)

    200       12,490  
              93,285  

Machinery — 6.9%

               

AGCO Corporation

    600       35,796  

Allison Transmission Holdings, Inc.

    300       14,898  

Commercial Vehicle Group, Inc. (b)

    6,707       65,460  

Global Brass & Copper Holdings, Inc.

    800       30,840  

Hurco Companies, Inc.

    734       31,489  

L.B. Foster Company - Class A (b)

    774       17,608  

Meritor, Inc. (b)

    900       19,494  
              215,585  

Professional Services — 2.6%

               

Acacia Research Corporation (b)

    9,475       36,952  

Heidrick & Struggles International, Inc.

    427       18,873  

Korn/Ferry International

    350       23,496  

Resources Connection, Inc.

    200       3,310  
              82,631  

 

22

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC SMALL CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS 96.6% (Continued)

 

Shares

   

Value

 

Industrials — 22.2% (Continued)

               

Road & Rail — 0.5%

               

YRC Worldwide, Inc. (b)

    1,512     $ 14,470  
                 

Trading Companies & Distributors — 0.3%

               

BMC Stock Holdings, Inc. (b)

    400       9,000  
                 

Information Technology — 19.1%

               

Communications Equipment — 0.9%

               

Bel Fuse, Inc. - Class B

    700       20,055  

Calix, Inc. (b)

    600       4,680  

Digi International, Inc. (b)

    276       3,712  
              28,447  

Electronic Equipment, Instruments & Components —1.4%

               

Electro Scientific Industries, Inc. (b)

    300       6,585  

Insight Enterprises, Inc. (b)

    350       19,299  

Vishay Precision Group, Inc. (b)

    400       17,320  
              43,204  

Internet Software & Services — 4.5%

               

Aerohive Networks, Inc. (b)

    6,500       27,430  

eGain Corporation (b)

    2,786       39,840  

Endurance International Group Holdings, Inc. (b)

    600       5,790  

QuinStreet, Inc. (b)

    1,000       15,170  

XO Group, Inc. (b)

    1,720       51,703  
              139,933  

IT Services — 2.9%

               

EVERTEC, Inc.

    2,185       52,549  

Sykes Enterprises, Inc. (b)

    1,300       39,312  
              91,861  

Semiconductors & Semiconductor Equipment — 6.1%

               

DSP Group, Inc. (b)

    4,586       58,930  

Nanometrics, Inc. (b)

    550       24,096  

Photronics, Inc. (b)

    301       3,221  

Rudolph Technologies, Inc. (b)

    400       11,120  

Xcerra Corporation (b)

    6,588       95,394  
              192,761  

Software — 2.7%

               

Agilysys, Inc. (b)

    1,567       25,182  

American Software, Inc. - Class A

    1,226       22,043  

OneSpan, Inc. (b)

    900       16,875  

QAD, Inc. - Class A

    300       18,195  

Rosetta Stone, Inc. (b)

    120       1,896  
              84,191  

 

23

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC SMALL CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS 96.6% (Continued)

 

Shares

   

Value

 

Information Technology — 19.1% (Continued)

               

Technology Hardware, Storage & Peripherals — 0.6%

               

Avid Technology, Inc. (b)

    3,061     $ 18,121  
                 

Materials — 5.5%

               

Chemicals — 3.6%

               

AdvanSix, Inc. (b)

    500       16,920  

FutureFuel Corporation

    278       4,123  

Kronos Worldwide, Inc.

    900       18,117  

OMNOVA Solutions, Inc. (b)

    101       914  

Tredegar Corporation

    3,200       70,240  

Valhi, Inc.

    922       3,043  
              113,357  

Construction Materials — 0.8%

               

United States Lime & Minerals, Inc.

    300       22,767  
                 

Containers & Packaging — 0.2%

               

Owens-Illinois, Inc. (b)

    400       7,068  
                 

Metals & Mining — 0.9%

               

Cleveland-Cliffs, Inc. (b)

    1,100       11,055  

Gold Resource Corporation

    2,389       12,327  

Schnitzer Steel Industries, Inc. - Class A

    200       5,270  
              28,652  

Telecommunication Services — 2.0%

               

Diversified Telecommunication Services — 1.1%

               

Ooma, Inc. (b)

    2,185       34,960  
                 

Wireless Telecommunication Services — 0.9%

               

Spok Holdings, Inc.

    1,202       18,451  

United States Cellular Corporation (b)

    200       8,552  
              27,003  
                 

Total Investments at Value — 96.6% (Cost $2,561,443)

          $ 3,030,685  
                 

Other Assets in Excess of Liabilities — 3.4%

            106,738  
                 

Net Assets — 100.0%

          $ 3,137,423  

 

(a)

Percentage rounds to less than 0.1%.

(b)

Non-income producing security.

 

24

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC MID CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS
August 31, 2018

COMMON STOCKS — 92.6%

 

Shares

   

Value

 

Consumer Discretionary — 13.4%

               

Auto Components — 1.7%

               

BorgWarner, Inc.

    180     $ 7,879  

Goodyear Tire & Rubber Company (The)

    250       5,672  

Lear Corporation

    40       6,488  
              20,039  

Automobiles — 1.1%

               

General Motors Company

    370       13,339  
                 

Diversified Consumer Services — 1.5%

               

Laureate Education, Inc. - Class A (a)

    1,100       17,567  
                 

Hotels, Restaurants & Leisure — 0.9%

               

Wyndham Destinations, Inc.

    240       10,608  
                 

Household Durables — 1.0%

               

PulteGroup, Inc.

    400       11,180  
                 

Internet & Direct Marketing Retail — 0.2%

               

Qurate Retail, Inc. (a)

    100       2,079  
                 

Leisure Products — 0.6%

               

Brunswick Corporation

    100       6,642  
                 

Media — 2.1%

               

News Corporation - Class A

    450       5,881  

Viacom, Inc. - Class B

    650       19,032  
              24,913  

Multi-Line Retail — 2.1%

               

Kohl's Corporation

    200       15,822  

Macy's, Inc.

    150       5,483  

Nordstrom, Inc.

    60       3,771  
              25,076  

Textiles, Apparel & Luxury Goods — 2.2%

               

Columbia Sportswear Company

    20       1,814  

Ralph Lauren Corporation

    100       13,281  

Skechers U.S.A., Inc. - Class A (a)

    350       10,318  
              25,413  

Consumer Staples — 7.6%

               

Beverages — 1.9%

               

Keurig Dr Pepper, Inc.

    400       9,120  

Molson Coors Brewing Company - Class B

    60       4,004  

 

25

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC MID CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS — 92.6% (Continued)

 

Shares

   

Value

 

Consumer Staples — 7.6% (Continued)

               

Beverages — 1.9% (Continued)

               

PepsiCo, Inc.

    80     $ 8,961  
              22,085  

Food & Staples Retailing — 1.5%

               

Kroger Company (The)

    550       17,325  
                 

Food Products — 4.0%

               

Archer-Daniels-Midland Company

    620       31,248  

Conagra Brands, Inc.

    250       9,187  

Seaboard Corporation

    2       7,370  
              47,805  

Personal Products — 0.2%

               

Herbalife Nutrition Ltd. (a)

    40       2,264  
                 

Energy — 7.2%

               

Oil, Gas & Consumable Fuels — 7.2%

               

Apache Corporation

    40       1,753  

Hess Corporation

    41       2,761  

HollyFrontier Corporation

    200       14,904  

Marathon Oil Corporation

    650       13,982  

Marathon Petroleum Corporation

    120       9,875  

Murphy Oil Corporation

    550       16,956  

Newfield Exploration Company (a)

    250       6,820  

Noble Energy, Inc.

    100       2,972  

PBF Energy, Inc. - Class A

    200       10,384  

Valero Energy Corporation

    30       3,536  
              83,943  

Financials — 7.8%

               

Banks — 4.4%

               

Bank OZK

    60       2,428  

Citizens Financial Group, Inc.

    50       2,058  

Comerica, Inc.

    60       5,849  

East West Bancorp, Inc.

    140       8,875  

Fifth Third Bancorp

    50       1,471  

Huntington Bancshares, Inc.

    200       3,242  

KeyCorp

    300       6,321  

M&T Bank Corporation

    10       1,771  

PacWest Bancorp

    40       2,020  

Regions Financial Corporation

    100       1,946  

SunTrust Banks, Inc.

    100       7,356  

SVB Financial Group (a)

    10       3,227  

 

26

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC MID CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS — 92.6% (Continued)

 

Shares

   

Value

 

Financials — 7.8% (Continued)

               

Banks — 4.4% (Continued)

               

Western Alliance Bancorporation (a)

    20     $ 1,153  

Wintrust Financial Corporation

    40       3,542  
              51,259  

Capital Markets — 1.4%

               

Ameriprise Financial, Inc.

    20       2,839  

E*TRADE Financial Corporation (a)

    20       1,177  

Eaton Vance Corporation

    80       4,218  

MSCI, Inc.

    10       1,803  

Northern Trust Corporation

    30       3,224  

Raymond James Financial, Inc.

    20       1,861  

T. Rowe Price Group, Inc.

    10       1,159  
              16,281  

Consumer Finance — 0.6%

               

Ally Financial, Inc.

    50       1,344  

Discover Financial Services

    20       1,562  

Synchrony Financial

    150       4,751  
              7,657  

Insurance — 1.4%

               

Aflac, Inc.

    40       1,850  

Assurant, Inc.

    40       4,113  

Berkley (W.R.) Corporation

    20       1,565  

Lincoln National Corporation

    40       2,623  

Markel Corporation (a)

    1       1,209  

Principal Financial Group, Inc.

    20       1,104  

Progressive Corporation (The)

    40       2,701  

Torchmark Corporation

    20       1,758  
              16,923  

Health Care — 13.1%

               

Biotechnology — 1.0%

               

Regeneron Pharmaceuticals, Inc. (a)

    5       2,034  

United Therapeutics Corporation (a)

    80       9,839  
              11,873  

Health Care Equipment & Supplies — 3.2%

               

DENTSPLY SIRONA, Inc.

    100       3,992  

Hill-Rom Holdings, Inc.

    80       7,782  

Hologic, Inc. (a)

    220       8,747  

Zimmer Biomet Holdings, Inc.

    140       17,308  
              37,829  

Health Care Providers & Services — 2.1%

               

Cardinal Health, Inc.

    160       8,351  

Express Scripts Holding Company (a)

    20       1,760  

 

27

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC MID CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS — 92.6% (Continued)

 

Shares

   

Value

 

Health Care — 13.1% (Continued)

               

Health Care Providers & Services — 2.1% (Continued)

               

Molina Healthcare, Inc. (a)

    100     $ 13,800  
              23,911  

Life Sciences Tools & Services — 4.4%

               

Agilent Technologies, Inc.

    220       14,859  

Bio-Rad Laboratories, Inc. - Class A (a)

    85       27,650  

Bruker Corporation

    260       9,251  
              51,760  

Pharmaceuticals — 2.4%

               

Merck & Company, Inc.

    80       5,487  

Mylan N.V. (a)

    450       17,609  

Nektar Therapeutics (a)

    80       5,319  
              28,415  

Industrials — 16.4%

               

Aerospace & Defense — 3.5%

               

Arconic, Inc.

    700       15,666  

Curtiss-Wright Corporation

    20       2,679  

Spirit AeroSystems Holdings, Inc. - Class A

    20       1,710  

Textron, Inc.

    310       21,399  
              41,454  

Air Freight & Logistics — 0.7%

               

XPO Logistics, Inc. (a)

    80       8,520  
                 

Airlines — 0.9%

               

American Airlines Group, Inc.

    40       1,619  

United Continental Holdings, Inc. (a)

    100       8,742  
              10,361  

Building Products — 1.3%

               

Owens Corning

    280       15,854  
                 

Construction & Engineering — 1.6%

               

EMCOR Group, Inc.

    100       8,010  

Quanta Services, Inc. (a)

    300       10,377  
              18,387  

Industrial Conglomerates — 1.2%

               

Carlisle Companies, Inc.

    110       13,949  
                 

Machinery — 5.9%

               

AGCO Corporation

    520       31,023  

Allison Transmission Holdings, Inc.

    500       24,830  

Cummins, Inc.

    16       2,269  

 

28

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC MID CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS — 92.6% (Continued)

 

Shares

   

Value

 

Industrials — 16.4% (Continued)

               

Machinery — 5.9% (Continued)

               

Oshkosh Corporation

    60     $ 4,216  

PACCAR, Inc.

    100       6,842  
              69,180  

Professional Services — 1.3%

               

ManpowerGroup, Inc.

    80       7,498  

Robert Half International, Inc.

    100       7,818  
              15,316  

Information Technology — 11.7%

               

Communications Equipment — 0.7%

               

ARRIS International plc (a)

    300       7,773  
                 

Electronic Equipment, Instruments & Components — 2.1%

               

Dolby Laboratories, Inc. - Class A

    60       4,211  

Jabil, Inc.

    400       11,824  

Zebra Technologies Corporation - Class A (a)

    50       8,587  
              24,622  

IT Services — 1.7%

               

Alliance Data Systems Corporation

    30       7,157  

International Business Machines Corporation

    10       1,465  

MAXIMUS, Inc.

    120       7,980  

Sabre Corporation

    150       3,917  
              20,519  

Semiconductors & Semiconductor Equipment — 1.0%

               

Mellanox Technologies Ltd. (a)

    140       11,648  
                 

Software — 1.6%

               

CA, Inc.

    230       10,074  

Cadence Design Systems, Inc. (a)

    140       6,586  

Citrix Systems, Inc. (a)

    20       2,280  
              18,940  

Technology Hardware, Storage & Peripherals — 4.6%

               

Hewlett Packard Enterprise Company

    1,400       23,142  

Western Digital Corporation

    75       4,743  

Xerox Corporation

    950       26,467  
              54,352  

Materials — 6.6%

               

Chemicals — 3.7%

               

Cabot Corporation

    100       6,492  

Chemours Company (The)

    80       3,488  

Eastman Chemical Company

    70       6,792  

Huntsman Corporation

    640       19,514  

 

29

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC MID CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS — 92.6% (Continued)

 

Shares

   

Value

 

Materials — 6.6% (Continued)

               

Chemicals — 3.7% (Continued)

               

Mosaic Company (The)

    100     $ 3,127  

Westlake Chemical Corporation

    40       3,783  
              43,196  

Containers & Packaging — 0.5%

               

Bemis Company, Inc.

    60       2,957  

Owens-Illinois, Inc. (a)

    100       1,767  

WestRock Company

    20       1,101  
              5,825  

Metals & Mining — 1.6%

               

Alcoa Corporation (a)

    80       3,574  

Freeport-McMoRan, Inc.

    100       1,405  

Nucor Corporation

    40       2,500  

Reliance Steel & Aluminum Company

    20       1,758  

Steel Dynamics, Inc.

    80       3,658  

United States Steel Corporation

    200       5,936  
              18,831  

Paper & Forest Products — 0.8%

               

Louisiana-Pacific Corporation

    350       10,206  
                 

Real Estate — 6.0%

               

Equity Real Estate Investment Trusts (REITs) — 6.0%

               

Alexandria Real Estate Equities, Inc.

    10       1,284  

Boston Properties, Inc.

    20       2,609  

Brixmor Property Group, Inc.

    100       1,822  

CyrusOne, Inc.

    40       2,678  

Extra Space Storage, Inc.

    20       1,844  

Gaming and Leisure Properties, Inc.

    300       10,737  

Host Hotels & Resorts, Inc.

    150       3,230  

Iron Mountain, Inc.

    50       1,805  

Kimco Realty Corporation

    200       3,422  

Macerich Company (The)

    100       5,874  

Medical Properties Trust, Inc.

    300       4,515  

Omega Healthcare Investors, Inc.

    50       1,653  

Park Hotels & Resorts, Inc.

    150       5,017  

Prologis, Inc.

    142       9,540  

Realty Income Corporation

    60       3,514  

Ventas, Inc.

    20       1,197  

VICI Properties, Inc.

    100       2,091  

Weyerhaeuser Company

    220       7,636  
              70,468  

 

30

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC MID CAP VALUE PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS — 92.6% (Continued)

 

Shares

   

Value

 

Telecommunication Services — 2.0%

               

Wireless Telecommunication Services — 2.0%

               

United States Cellular Corporation (a)

    540     $ 23,090  
                 

Utilities — 0.8%

               

Electric Utilities — 0.4%

               

PG&E Corporation

    100       4,618  
                 

Multi-Utilities — 0.4%

               

CMS Energy Corporation

    60     2,954  

Public Service Enterprise Group, Inc.

    40       2,094  
              5,048  
                 

Total Common Stocks (Cost $963,956)

          $ 1,088,343  

 

RIGHTS — 0.0% (b)

 

Shares

   

Value

 

Media General, Inc. - CVR (a)(c) (Cost $0)

    120     $ 6  
                 

Total Investments at Value — 92.6% (Cost $963,956)

          $ 1,088,349  
                 

Other Assets in Excess of Liabilities — 7.4%

            86,640  
                 

Net Assets — 100.0%

          $ 1,174,989  

 

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 was $6 as of August 31, 2018, representing 0.0% (b) of net assets (Note 2).

 

31

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC MID CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS
August 31, 2018

COMMON STOCKS — 94.3%

 

Shares

   

Value

 

Consumer Discretionary — 15.7%

               

Auto Components — 2.6%

               

BorgWarner, Inc.

    260     $ 11,380  

Gentex Corporation

    350       8,183  

Goodyear Tire & Rubber Company (The)

    350       7,942  

Lear Corporation

    20       3,244  
              30,749  

Diversified Consumer Services — 1.6%

               

Laureate Education, Inc. - Class A (a)

    1,200       19,164  
                 

Hotels, Restaurants & Leisure — 1.2%

               

Darden Restaurants, Inc.

    20       2,321  

Hyatt Hotels Corporation - Class A

    40       3,094  

Texas Roadhouse, Inc.

    80       5,516  

Wyndham Destinations, Inc.

    80       3,536  
              14,467  

Household Durables — 1.1%

               

PulteGroup, Inc.

    450       12,577  
                 

Internet & Direct Marketing Retail — 0.3%

               

Qurate Retail, Inc. (a)

    200       4,158  
                 

Leisure Products — 0.4%

               

Brunswick Corporation

    80       5,314  
                 

Media — 2.1%

               

Discovery, Inc. - Series A (a)

    300       8,349  

News Corporation - Class A

    136       1,777  

Viacom, Inc. - Class B

    500       14,640  
              24,766  

Multi-Line Retail — 2.5%

               

Kohl's Corporation

    180       14,240  

Macy's, Inc.

    100       3,655  

Nordstrom, Inc.

    180       11,313  
              29,208  

Specialty Retail — 1.3%

               

American Eagle Outfitters, Inc.

    250       6,490  

Best Buy Company, Inc.

    40       3,182  

Ross Stores, Inc.

    60       5,747  
              15,419  

 

32

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC MID CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS — 94.3% (Continued)

 

Shares

   

Value

 

Consumer Discretionary — 15.7% (Continued)

               

Textiles, Apparel & Luxury Goods — 2.6%

               

Columbia Sportswear Company

    120     $ 10,884  

Ralph Lauren Corporation

    60       7,969  

Skechers U.S.A., Inc. - Class A (a)

    400       11,792  
              30,645  

Consumer Staples — 3.8%

               

Beverages — 0.8%

               

Keurig Dr Pepper, Inc.

    400       9,120  
                 

Food & Staples Retailing — 1.0%

               

Kroger Company (The)

    400       12,600  
                 

Food Products — 2.0%

               

Archer-Daniels-Midland Company

    400       20,160  

Seaboard Corporation

    1       3,685  
              23,845  

Energy — 3.0%

               

Oil, Gas & Consumable Fuels — 3.0%

               

HollyFrontier Corporation

    130       9,688  

Marathon Oil Corporation

    50       1,075  

Murphy Oil Corporation

    400       12,332  

Newfield Exploration Company (a)

    250       6,820  

PBF Energy, Inc. - Class A

    100       5,192  

Peabody Energy Corporation

    20       826  
              35,933  

Financials — 0.7%

               

Capital Markets — 0.7%

               

Ameriprise Financial, Inc.

    40       5,678  

T. Rowe Price Group, Inc.

    20       2,318  
              7,996  

Health Care — 16.8%

               

Biotechnology — 3.4%

               

Alexion Pharmaceuticals, Inc. (a)

    20       2,445  

BioMarin Pharmaceutical, Inc. (a)

    40     3,999  

Incyte Corporation (a)

    140       10,347  

Ionis Pharmaceuticals, Inc. (a)

    80       3,655  

Neurocrine Biosciences, Inc. (a)

    40       4,918  

United Therapeutics Corporation (a)

    130       15,989  
              41,353  

Health Care Equipment & Supplies — 4.0%

               

ABIOMED, Inc. (a)

    10       4,066  

DexCom, Inc. (a)

    10       1,444  

 

33

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC MID CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS — 94.3% (Continued)

 

Shares

   

Value

 

Health Care — 16.8% (Continued)

               

Health Care Equipment & Supplies — 4.0% (Continued)

               

Globus Medical, Inc. - Class A (a)

    60     $ 3,196  

Hill-Rom Holdings, Inc.

    100       9,727  

Hologic, Inc. (a)

    300       11,928  

Masimo Corporation (a)

    40       4,716  

Zimmer Biomet Holdings, Inc.

    100       12,363  
              47,440  

Health Care Providers & Services — 2.9%

               

AmerisourceBergen Corporation

    100       8,997  

Cardinal Health, Inc.

    140       7,307  

McKesson Corporation

    10       1,287  

Molina Healthcare, Inc. (a)

    100       13,800  

WellCare Health Plans, Inc. (a)

    10       3,026  
              34,417  

Life Sciences Tools & Services — 3.9%

               

Agilent Technologies, Inc.

    100       6,754  

Bio-Rad Laboratories, Inc. - Class A (a)

    80       26,024  

Bruker Corporation

    190       6,760  

Charles River Laboratories International, Inc. (a)

    55       6,793  
              46,331  

Pharmaceuticals — 2.6%

               

Mylan N.V. (a)

    450       17,609  

Nektar Therapeutics (a)

    201       13,364  
              30,973  

Industrials — 18.3%

               

Aerospace & Defense — 3.3%

               

Arconic, Inc.

    600       13,428  

Curtiss-Wright Corporation

    60       8,037  

Textron, Inc.

    260     17,948  
              39,413  

Air Freight & Logistics — 0.4%

               

XPO Logistics, Inc. (a)

    40       4,260  
                 

Building Products — 0.1%

               

Owens Corning

    20       1,132  
                 

Construction & Engineering — 1.7%

               

EMCOR Group, Inc.

    100       8,010  

Quanta Services, Inc. (a)

    350       12,106  
              20,116  

Industrial Conglomerates — 1.1%

               

Carlisle Companies, Inc.

    100       12,681  

 

34

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC MID CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS — 94.3% (Continued)

 

Shares

   

Value

 

Industrials — 18.3% (Continued)

               

Machinery — 7.6%

               

AGCO Corporation

    560     $ 33,410  

Allison Transmission Holdings, Inc.

    520       25,823  

Cummins, Inc.

    90       12,762  

ITT, Inc.

    100       5,911  

Oshkosh Corporation

    40       2,811  

PACCAR, Inc.

    120       8,210  

Parker-Hannifin Corporation

    10       1,756  
              90,683  

Professional Services — 3.1%

               

Korn/Ferry International

    60       4,028  

ManpowerGroup, Inc.

    180       16,871  

Robert Half International, Inc.

    200       15,636  
              36,535  

Road & Rail — 0.2%

               

Schneider National, Inc. - Class B

    100       2,705  
                 

Trading Companies & Distributors — 0.8%

               

United Rentals, Inc. (a)

    20       3,118  

W.W. Grainger, Inc.

    20       7,081  
              10,199  

Information Technology — 29.0%

               

Communications Equipment — 2.1%

               

ARRIS International plc (a)

    350       9,068  

F5 Networks, Inc. (a)

    80       15,130  
              24,198  

Electronic Equipment, Instruments & Components — 4.5%

               

Avnet, Inc.

    40       1,936  

CDW Corporation

    20       1,751  

Dolby Laboratories, Inc. - Class A

    220       15,442  

Jabil, Inc.

    300       8,868  

National Instruments Corporation

    120       5,730  

Zebra Technologies Corporation - Class A (a)

    115       19,750  
              53,477  

IT Services — 5.6%

               

Alliance Data Systems Corporation

    60       14,315  

Booz Allen Hamilton Holding Corporation

    200       10,232  

Fiserv, Inc. (a)

    60       4,804  

MAXIMUS, Inc.

    192       12,768  

Sabre Corporation

    600       15,666  

Teradata Corporation (a)

    220       9,123  
              66,908  

 

35

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC MID CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS — 94.3% (Continued)

 

Shares

   

Value

 

Information Technology — 29.0% (Continued)

               

Semiconductors & Semiconductor Equipment — 5.4%

               

Cypress Semiconductor Corporation

    500     $ 8,605  

KLA-Tencor Corporation

    30       3,486  

Lam Research Corporation

    75       12,982  

Maxim Integrated Products, Inc.

    40       2,419  

Mellanox Technologies Ltd. (a)

    200       16,640  

MKS Instruments, Inc.

    70       6,503  

ON Semiconductor Corporation (a)

    650       13,871  
              64,506  

Software — 6.0%

               

CA, Inc.

    480       21,024  

Cadence Design Systems, Inc. (a)

    220       10,349  

Fair Isaac Corporation (a)

    50       11,549  

Red Hat, Inc. (a)

    10       1,477  

SS&C Technologies Holdings, Inc.

    160       9,495  

Synopsys, Inc. (a)

    130       13,278  

Zynga, Inc. - Class A (a)

    1,100       4,576  
              71,748  

Technology Hardware, Storage & Peripherals — 5.4%

               

Hewlett Packard Enterprise Company

    1,550       25,622  

NetApp, Inc.

    140       12,153  

Xerox Corporation

    950       26,467  
              64,242  

Materials — 5.8%

               

Chemicals — 2.3%

               

Cabot Corporation

    100       6,492  

Chemours Company (The)

    20       872  

Eastman Chemical Company

    30       2,911  

Huntsman Corporation

    540       16,464  
              26,739  

Containers & Packaging — 1.9%

               

WestRock Company

    420       23,134  
                 

Metals & Mining — 1.0%

               

Alcoa Corporation (a)

    80       3,574  

Nucor Corporation

    20       1,250  

United States Steel Corporation

    250       7,420  
              12,244  

Paper & Forest Products — 0.6%

               

Louisiana-Pacific Corporation

    250       7,290  

 

36

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC MID CAP GROWTH PLUS FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS — 94.3% (Continued)

 

Shares

   

Value

 

Telecommunication Services — 1.2%

               

Wireless Telecommunication Services — 1.2%

               

United States Cellular Corporation (a)

    340     $ 14,539  
                 

Total Investments at Value — 94.3% (Cost $983,866)

          $ 1,123,224  
                 

Other Assets in Excess of Liabilities — 5.7%

            67,362  
                 

Net Assets — 100.0%

          $ 1,190,586  

 

(a)

Non-income producing security.

 

37

 

See accompanying notes to financial statements.

 

 

 

ALAMBIC FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
August 31, 2018

 

 

Alambic Small
Cap Value Plus
Fund

   

Alambic Small
Cap Growth Plus
Fund

 

ASSETS

               

Investments in securities:

               

At cost

  $ 2,753,798     $ 2,561,443  

At value (Note 2)

  $ 3,152,429     $ 3,030,685  

Cash (Note 2)

    169,773       111,463  

Dividends receivable

    1,403       1,258  

Receivable for investment securities sold

    88,356       68,664  

Receivable from Adviser (Note 4)

    9,670       9,801  

Other assets

    2,380       2,379  

Total assets

    3,424,011       3,224,250  
                 

LIABILITIES

               

Payable for investment securities purchased

    104,005       73,548  

Payable to administrator (Note 4)

    7,028       7,026  

Other accrued expenses

    6,253       6,253  

Total liabilities

    117,286       86,827  
                 

NET ASSETS

  $ 3,306,725     $ 3,137,423  
                 

NET ASSETS CONSIST OF:

               

Paid-in capital

  $ 2,579,960     $ 2,310,096  

Accumulated net investment loss

    (2,347 )     (6,623 )

Undistributed net realized gains from investment transactions

    330,481       364,708  

Net unrealized appreciation on investments

    398,631       469,242  

NET ASSETS

  $ 3,306,725     $ 3,137,423  
                 

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

    250,845       228,849  
                 

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

  $ 13.18     $ 13.71  

 

See accompanying notes to financial statements.

 

38

 

 

 

ALAMBIC FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
August 31, 2018 (Continued)

 

 

Alambic Mid
Cap Value Plus
Fund

   

Alambic Mid
Cap Growth Plus
Fund

 

ASSETS

               

Investments in securities:

               

At cost

  $ 963,956     $ 983,866  

At value (Note 2)

  $ 1,088,349     $ 1,123,224  

Cash (Note 2)

    81,505       67,229  

Dividends receivable

    1,694       1,370  

Receivable for investment securities sold

    31,325       37,517  

Receivable from Adviser (Note 4)

    10,971       10,777  

Other assets

    2,924       2,375  

Total assets

    1,216,768       1,242,492  
                 

LIABILITIES

               

Payable for investment securities purchased

    29,166       39,293  

Payable to administrator (Note 4)

    6,510       6,510  

Other accrued expenses

    6,103       6,103  

Total liabilities

    41,779       51,906  
                 

NET ASSETS

  $ 1,174,989     $ 1,190,586  
                 

NET ASSETS CONSIST OF:

               

Paid-in capital

  $ 1,032,706     $ 962,454  

Undistributed net investment income

    6,697       3,057  

Undistributed net realized gains from investment transactions

    11,193       85,717  

Net unrealized appreciation on investments

    124,393       139,358  

NET ASSETS

  $ 1,174,989     $ 1,190,586  
                 

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

    100,234       93,880  
                 

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

  $ 11.72     $ 12.68  

 

See accompanying notes to financial statements.

 

39

 

 

 

ALAMBIC FUNDS
STATEMENTS OF OPERATIONS
For the Year Ended August 31, 2018

 

 

Alambic Small
Cap Value Plus
Fund

   

Alambic Small
Cap Growth Plus
Fund

 

INVESTMENT INCOME

               

Dividend income

  $ 35,322     $ 21,011  

Foreign withholding taxes on dividends

    (2 )     (5 )

Total investment income

    35,320       21,006  
                 

EXPENSES

               

Professional fees

    37,152       37,152  

Fund accounting fees (Note 4)

    30,314       29,291  

Administration fees (Note 4)

    30,000       29,000  

Investment advisory fees (Note 4)

    29,813       27,687  

Compliance fees (Note 4)

    12,240       12,240  

Transfer agent fees (Note 4)

    12,000       12,000  

Trustees' fees and expenses (Note 4)

    10,009       10,009  

Pricing costs

    4,496       4,372  

Insurance expense

    2,680       2,680  

Registration and filing fees

    2,108       2,107  

Postage and supplies

    2,246       1,960  

Printing of shareholder reports

    2,058       2,028  

Other expenses

    7,010       7,095  

Total expenses

    182,126       177,621  

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

    (152,313 )     (149,933 )

Net expenses

    29,813       27,688  
                 

NET INVESTMENT INCOME (LOSS)

    5,507       (6,682 )
                 

REALIZED AND UNREALIZED GAINS ON INVESTMENTS

               

Net realized gains from investment transactions

    375,360       479,597  

Net change in unrealized appreciation (depreciation) on investments

    162,454       81,190  

NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS

    537,814       560,787  
                 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

  $ 543,321     $ 554,105  

 

See accompanying notes to financial statements.

 

40

 

 

 

ALAMBIC FUNDS
STATEMENTS OF OPERATIONS
For the Year Ended August 31, 2018 (Continued)

 

 

Alambic Mid
Cap Value Plus
Fund

   

Alambic Mid
Cap Growth Plus
Fund

 

INVESTMENT INCOME

               

Dividend income

  $ 18,886     $ 13,485  

Foreign withholding taxes on dividends

    (10 )     (10 )

Total investment income

    18,876       13,475  
                 

EXPENSES

               

Professional fees

    37,152       37,152  

Fund accounting fees (Note 4)

    26,112       26,112  

Administration fees (Note 4)

    26,000       26,000  

Compliance fees (Note 4)

    12,240       12,240  

Transfer agent fees (Note 4)

    12,000       12,000  

Trustees' fees and expenses (Note 4)

    10,009       10,009  

Investment advisory fees (Note 4)

    7,779       7,867  

Pricing costs

    3,516       2,971  

Custody and bank service fees

    3,166       3,166  

Insurance expense

    2,679       2,679  

Registration and filing fees

    2,919       2,170  

Printing of shareholder reports

    1,968       1,908  

Postage and supplies

    1,838       1,834  

Other expenses

    6,782       6,784  

Total expenses

    154,160       152,892  

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

    (144,714 )     (143,339 )

Net expenses

    9,446       9,553  
                 

NET INVESTMENT INCOME

    9,430       3,922  
                 

REALIZED AND UNREALIZED GAINS ON INVESTMENTS

               

Net realized gains from investment transactions

    22,286       85,972  

Net change in unrealized appreciation (depreciation) on investments

    91,463       70,519  

NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS

    113,749       156,491  
                 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

  $ 123,179     $ 160,413  

 

See accompanying notes to financial statements.

 

41

 

 

 

ALAMBIC SMALL CAP VALUE PLUS FUND
STATEMENTS OF CHANGES IN NET ASSETS

 

 

Year
Ended
August 31,
2018

   

Year
Ended
August 31,
2017

 

FROM OPERATIONS

               

Net investment income

  $ 5,507     $ 1,201  

Net realized gains from investment transactions

    375,360       372,341  

Net change in unrealized appreciation (depreciation) on investments

    162,454       (163,060 )

Net increase in net assets resulting from operations

    543,321       210,482  
                 

DISTRIBUTIONS TO SHAREHOLDERS (Note 2)

               

From net investment income

    (4,978 )     (9,727 )

From net realized gains

    (358,527 )      

Total distributions to shareholders

    (363,505 )     (9,727 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    86,363       1,132,000  

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

    363,505       9,727  

Payments for shares redeemed

    (69,662 )     (1,162,825 )

Net increase (decrease) from capital share transactions

    380,206       (21,098 )
                 

TOTAL INCREASE IN NET ASSETS

    560,022       179,657  
                 

NET ASSETS

               

Beginning of year

    2,746,703       2,567,046  

End of year

  $ 3,306,725     $ 2,746,703  
                 

DISTIBUTIONS IN EXCESS OF NET INVESTMENT INCOME

  $ (2,347 )   $ (2,876 )
                 

CAPITAL SHARE ACTIVITY

               

Shares sold

    6,593       87,279  

Shares issued in reinvestment of distributions to shareholders

    29,943       742  

Shares redeemed

    (5,335 )     (89,645 )

Net increase (decrease) in shares outstanding

    31,201       (1,624 )

Shares outstanding at beginning of year

    219,644       221,268  

Shares outstanding at end of year

    250,845       219,644  

 

See accompanying notes to financial statements.

 

42

 

 

 

ALAMBIC SMALL CAP GROWTH PLUS FUND
STATEMENTS OF CHANGES IN NET ASSETS

 

 

Year
Ended
August 31,
2018

   

Year
Ended
August 31,
2017

 

FROM OPERATIONS

               

Net investment loss

  $ (6,682 )   $ (12,454 )

Net realized gains from investment transactions

    479,597       262,862  

Net change in unrealized appreciation (depreciation) on investments

    81,190       110,903  

Net increase in net assets resulting from operations

    554,105       361,311  
                 

DISTRIBUTIONS TO SHAREHOLDERS (Note 2)

               

From net realized gains

    (358,457 )      
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

          788,000  

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

    358,457        

Payments for shares redeemed

    (35,512 )     (776,180 )

Net increase from capital share transactions

    322,945       11,820  
                 

TOTAL INCREASE IN NET ASSETS

    518,593       373,131  
                 

NET ASSETS

               

Beginning of year

    2,618,830       2,245,699  

End of year

  $ 3,137,423     $ 2,618,830  
                 

ACCUMULATED NET INVESTMENT LOSS

  $ (6,623 )   $ (10,299 )
                 

CAPITAL SHARE ACTIVITY

               

Shares sold

          63,894  

Shares issued in reinvestment of distributions to shareholders

    28,954        

Shares redeemed

    (2,675 )     (62,921 )

Net increase in shares outstanding

    26,279       973  

Shares outstanding at beginning of year

    202,570       201,597  

Shares outstanding at end of year

    228,849       202,570  

 

See accompanying notes to financial statements.

 

43

 

 

 

ALAMBIC MID CAP VALUE PLUS FUND
STATEMENTS OF CHANGES IN NET ASSETS

       

 

 

Year
Ended
August 31,
2018

   

Period
Ended
August 31,
2017
(a)

 

FROM OPERATIONS

               

Net investment income

  $ 9,430     $ 6,454  

Net realized gains (losses) from investment transactions

    22,286       (11,093 )

Net change in unrealized appreciation (depreciation) on investments

    91,463       32,930  

Net increase in net assets resulting from operations

    123,179       28,291  
                 

DISTRIBUTIONS TO SHAREHOLDERS (Note 2)

               

From net investment income

    (9,187 )      
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    64,923       958,596  

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

    9,187        

Net increase from capital share transactions

    74,110       958,596  
                 

TOTAL INCREASE IN NET ASSETS

    188,102       986,887  
                 

NET ASSETS

               

Beginning of period

    986,887        

End of period

  $ 1,174,989     $ 986,887  
                 

ACCUMULATED NET INVESTMENT INCOME

  $ 6,697     $ 6,454  
                 

CAPITAL SHARE ACTIVITY

               

Shares sold

    5,507       93,932  

Shares issued in reinvestment of distributions to shareholders

    795        

Net increase in shares outstanding

    6,302       93,932  

Shares outstanding at beginning of period

    93,932        

Shares outstanding at end of period

    100,234       93,932  

 

(a)Represents the period from the commencement of operations (December 29, 2016) through August 31, 2017.

See accompanying notes to financial statements.

 

44

 

 

 

ALAMBIC MID CAP GROWTH PLUS FUND
STATEMENTS OF CHANGES IN NET ASSETS

       

 

 

Year
Ended
August 31,
2018

   

Period
Ended
August 31,
2017
(a)

 

FROM OPERATIONS

               

Net investment income

  $ 3,922     $ 1,660  

Net realized gains from investment transactions

    85,972       39  

Net change in unrealized appreciation (depreciation) on investments

    70,519       68,839  

Net increase in net assets resulting from operations

    160,413       70,538  
                 

DISTRIBUTIONS TO SHAREHOLDERS (Note 2)

               

From net investment income

    (2,519 )      

From net realized gains

    (300 )      

Total distributions to shareholders

    (2,819 )      
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

          959,635  

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

    2,819        

Net increase from capital share transactions

    2,819       959,635  
                 

TOTAL INCREASE IN NET ASSETS

    160,413       1,030,173  
                 

NET ASSETS

               

Beginning of period

    1,030,173        

End of period

  $ 1,190,586     $ 1,030,173  
                 

ACCUMULATED NET INVESTMENT INCOME

  $ 3,057     $ 1,660  
                 

CAPITAL SHARE ACTIVITY

               

Shares sold

          93,646  

Shares issued in reinvestment of distributions to shareholders

    234        

Net increase in shares outstanding

    234       93,646  

Shares outstanding at beginning of period

    93,646        

Shares outstanding at end of period

    93,880       93,646  

 

(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
FINANCIAL HIGHLIGHTS

       

Per Share Data for a Share Outstanding Throughout Each Period

       

 

 

Year
Ended
August 31,
2018

   

Year
Ended
August 31,
2017

   

Period
Ended
August 31,
2016
(a)

 

Net asset value at beginning of period

  $ 12.51     $ 11.60     $ 10.00  
                         

Income from investment operations:

                       

Net investment income

    0.03       0.01       0.05  

Net realized and unrealized gains on investments

    2.25       0.94       1.58  

Total from investment operations

    2.28       0.95       1.63  
                         

Less distributions:

                       

From net investment income

    (0.02 )     (0.04 )     (0.03 )

From net realized gains

    (1.59 )            

Total distributions

    (1.61 )     (0.04 )     (0.03 )
                         

Net asset value at end of period

  $ 13.18     $ 12.51     $ 11.60  
                         

Total return (b)

    19.36 %     8.20 %     16.31 %(c)
                         

Net assets at end of period (000's)

  $ 3,307     $ 2,747     $ 2,567  
                         

Ratios/supplementary data:

                       

Ratio of total expenses to average net assets

    5.80 %     6.65 %     7.24 %(d)
                         

Ratio of net expenses to average net assets (e)

    0.95 %     1.18 %     1.20 %(d)
                         

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

    0.18 %     0.04 %     0.53 %(d)
                         

Portfolio turnover rate

    225 %     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.

 

46

 

 

 

ALAMBIC SMALL CAP GROWTH PLUS FUND
FINANCIAL HIGHLIGHTS

       

Per Share Data for a Share Outstanding Throughout Each Period

       

 

 

Year
Ended
August 31,
2018

   

Year
Ended
August 31,
2017

   

Period
Ended
August 31,
2016
(a)

 

Net asset value at beginning of period

  $ 12.93     $ 11.14     $ 10.00  
                         

Income (loss) from investment operations:

                       

Net investment loss

    (0.02 )     (0.06 )     (0.01 )

Net realized and unrealized gains on investments

    2.58       1.85       1.15  

Total from investment operations

    2.56       1.79       1.14  
                         

Less distributions:

                       

From net realized gains

    (1.78 )            
                         

Net asset value at end of period

  $ 13.71     $ 12.93     $ 11.14  
                         

Total return (b)

    21.31 %     16.07 %     11.40 %(c)
                         

Net assets at end of period (000's)

  $ 3,137     $ 2,619     $ 2,246  
                         

Ratios/supplementary data:

                       

Ratio of total expenses to average net assets

    6.09 %     7.22 %     8.89 %(d)
                         

Ratio of net expenses to average net assets (e)

    0.95 %     1.18 %     1.20 %(d)
                         

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

    (0.23 %)     (0.50 %)     (0.16 %)(d)
                         

Portfolio turnover rate

    220 %     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.

 

47

 

 

 

ALAMBIC MID CAP VALUE PLUS FUND
FINANCIAL HIGHLIGHTS

       

Per Share Data for a Share Outstanding Throughout Each Period

       

 

 

Year
Ended
August 31,
2018

   

Period
Ended
August 31,
2017
(a)

 

Net asset value at beginning of period

  $ 10.51     $ 10.00  
                 

Income from investment operations:

               

Net investment income

    0.10       0.07  

Net realized and unrealized gains on investments

    1.21       0.44  

Total from investment operations

    1.31       0.51  
                 

Less distributions:

               

From net investment income

    (0.10 )      
                 

Net asset value at end of period

  $ 11.72     $ 10.51  
                 

Total return (b)

    12.46 %     5.10 %(c)
                 

Net assets at end of period (000's)

  $ 1,175     $ 987  
                 

Ratios/supplementary data:

               

Ratio of total expenses to average net assets

    13.87 %     17.03 %(d)
                 

Ratio of net expenses to average net assets (e)

    0.85 %     0.85 %(d)
                 

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

    0.85 %     1.22 %(d)
                 

Portfolio turnover rate

    184 %     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 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.

 

48

 

 

 

ALAMBIC MID CAP GROWTH PLUS FUND
FINANCIAL HIGHLIGHTS
    
Per Share Data for a Share Outstanding Throughout Each Period    
   Year
Ended
August 31,
2018
  

Period
Ended
August 31,
2017
(a)

 
Net asset value at beginning of period  $11.00   $10.00 
           
Income from investment operations:          
Net investment income   0.04    0.02 
Net realized and unrealized gains on investments   1.67    0.98 
Total from investment operations   1.71    1.00 
           
Less distributions:          
From net investment income   (0.03)    
From net realized gains   (0.00)(b)    
Total distributions   (0.03)    
           
Net asset value at end of period  $12.68   $11.00 
           

Total return (c)

   15.56%   10.00%(d)
           
Net assets at end of period (000's)  $1,191   $1,030 
           
Ratios/supplementary data:          
Ratio of total expenses to average net assets   13.60%   16.22%(e)
           

Ratio of net expenses to average net assets (f)

   0.85%   0.85%(e)
           

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

   0.35%   0.30%(e)
           
Portfolio turnover rate   183%   217%(d)

 

(a)

Represents the period from the commencement of operations (December 29, 2016) through August 31, 2017.

(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.

 

49

 

 

 

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS
August 31, 2018

 

 

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.

 

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

 

2. Significant Accounting Policies

 

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 (see below). 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, depending on the inputs used. Unavailable or unreliable market quotes may be due to the following factors: a substantial bid-ask spread; infrequent sales resulting in stale prices; insufficient trading volume; small trade sizes; a temporary lapse in any reliable pricing source; and actions of the securities or futures markets, such as the suspension or limitation of trading. As a result, the prices of securities used to calculate each Fund’s net asset value (“NAV”) may differ from quoted or published prices for the same securities.

 

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

 

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

 

Level 1 – quoted prices in active markets for identical securities

 

Level 2 – other significant observable inputs

 

Level 3 – significant unobservable inputs

 

50

 

 

 

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

The inputs or methods used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.

 

The following is a summary of the inputs used to value the Funds’ investments as of August 31, 2018:

 

Alambic Small Cap Value Plus Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 3,152,424     $     $     $ 3,152,424  

Rights

                5       5  

Total

  $ 3,152,424     $     $ 5     $ 3,152,429  

 

 

Alambic Small Cap Growth Plus Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 3,030,685     $     $     $ 3,030,685  

 

 

Alambic Mid Cap Value Plus Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 1,088,343     $     $     $ 1,088,343  

Rights

                6       6  

Total

  $ 1,088,343     $     $ 6     $ 1,088,349  

 

 

Alambic Mid Cap Growth Plus Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 1,123,224     $     $     $ 1,123,224  

 

 

Refer to the Funds’ Schedules of Investments for a listing of the common stocks by industry type. As of August 31, 2018, 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, 2018.

 

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, 2017 and August 31, 2018.

 

51

 

 

 

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

 

Alambic Small
Cap Value Plus
Fund

   

Alambic Mid
Cap Value Plus
Fund

 

Balance as of August 31, 2017

  $ 0  *   $ 0  *

Unrealized appreciation

    5       6  

Balance as of August 31, 2018

  $ 5     $ 6  

 

 

*

Alambic Small Cap Value Plus Fund and Alambic Mid Cap Value Plus Fund each held Rights which were fair valued at $0 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 08/31/2018

 

Valuation
Technique

Unobservable
Input

 

Range

 

Impact to Valuation from an
Decrease in

Input **

Rights

  $ 5  

Discount on Future Cash Flows

Estimate of Future Cash Flows

    100%

Increase

 

Alambic Mid Cap Value Plus Fund

 

 

 

Fair Value at
08/31/2018

 

Valuation
Technique

Unobservable
Input

 

Range

 

Impact to Valuation from an

Decrease in

Input **

Rights

  $ 6  

Discount on Future Cash Flows

Estimate of Future Cash Flows

    100%  

Increase

 

**

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.

 

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, 2018, 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.

 

52

 

 

 

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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.

 

Investments in REITs – with respect to each Fund, dividend income is recorded based on the income included in distributions received from its REIT investments using published REIT reclassifications. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after its fiscal year end.

 

Investment transactions – Investment transactions are accounted for on the trade date. Realized gains and losses on investments sold are determined on a specific identification basis.

 

Common expenses – Common expenses of the Trust are allocated among the 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 each Fund to shareholders during the periods ended August 31, 2018 and 2017 was as follows:

 

 

Periods
Ended

 

Ordinary
Income

   

Long-Term
Capital Gains

   

Total
Distributions

 

Alambic Small Cap Value Plus Fund

8/31/2018

  $ 4,978     $ 358,527     $ 363,505  
 

8/31/2017

  $ 9,727     $     $ 9,727  

Alambic Small Cap Growth Plus Fund

8/31/2018

  $     $ 358,457     $ 358,457  
 

8/31/2017

  $     $     $  

Alambic Mid Cap Value Plus Fund

8/31/2018

  $ 9,187     $     $ 9,187  
 

8/31/2017

  $     $     $  

Alambic Mid Cap Growth Plus Fund

8/31/2018

  $ 2,819     $     $ 2,819  
 

8/31/2017

  $     $     $  

 

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.

 

53

 

 

 

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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, as amended (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.

 

The following information is computed on a tax basis for each item as of August 31, 2018:

 

 

 

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

  $ 2,755,367     $ 2,561,839     $ 963,956     $ 983,891  

Gross unrealized appreciation

  $ 450,034     $ 501,584     $ 130,298     $ 143,997  

Gross unrealized depreciation

    (52,972 )     (32,738 )     (5,905 )     (4,664 )

Net unrealized appreciation

    397,062       468,846       124,393       139,333  

Undistributed ordinary income

                6,697       3,057  

Undistributed long-term capital gains

    332,050       365,104       11,193       85,742  

Accumulated capital and other losses

    (2,347 )     (6,623 )            

Accumulated earnings

  $ 726,765     $ 827,327     $ 142,283     $ 228,132  

 

 

The difference between the federal income tax cost of portfolio investments and the financial statement cost of portfolio investments for Alambic Small Cap Value Plus Fund, Alambic Small Cap Growth Plus Fund, and Alambic Mid Cap Growth Plus 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, 2018, Alambic Mid Cap Value Plus Fund utilized short-term capital loss carryforwards in the amount of $10,969 to offset current year net realized capital gains.

 

Qualified late year ordinary losses incurred after December 31, 2017 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, 2018, Alambic Small Cap Value Plus Fund and Alambic Small Cap Growth Plus Fund deferred until September 1, 2018 late year ordinary losses of $2,347 and $6,623, respectively.

 

54

 

 

 

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

For the year ended August 31, 2018, the following reclassifications were made on the Statements 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

   

Undistributed net
investment (loss)

   

Undistributed net
realized gains
from investment
transactions

 

Alambic Small Cap Value Plus Fund

  $     $     $  

Alambic Small Cap Growth Plus Fund

  $ (10,358 )   $ 10,358     $  

Alambic Mid Cap Value Plus Fund

  $     $     $  

Alambic Mid Cap Growth Plus Fund

  $     $ (6 )   $ 6  

 

Such reclassifications, the result of permanent differences between financial statement and income tax reporting requirements, had no effect on each of the Fund’s net assets or NAV per share.

 

The Funds recognize the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” 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, 2016 through August 31, 2018, 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 year ended August 31, 2018, costs 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

  $ 6,726,830     $ 6,154,287     $ 1,955,973     $ 1,973,677  

Proceeds from sales of investment securities

  $ 6,699,370     $ 6,171,773     $ 1,917,143     $ 2,013,615  

 

 

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

 

55

 

 

 

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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.

 

Pursuant to an Expense Limitation Agreement (the “ELA”) between each Fund and the Adviser, the Adviser has contractually agreed, until December 31, 2019, 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; borrowing costs such as interest and dividend expense on securities sold short; costs to organize the Fund; acquired fund fees and expenses; extraordinary expenses such as litigation and merger or reorganization costs; and other expenses not incurred in the ordinary course of the Fund’s business) to 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 Plus Fund.

 

Accordingly, during the year ended August 31, 2018, the Adviser did not collect any of its investment advisory fees and reimbursed other operating expenses totaling $122,500, $122,246, $136,935 and $135,472 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 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, 2018, the Adviser may seek repayment of investment advisory fee reductions and expense reimbursements totaling $430,219, $383,530, $230,706 and $229,490 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  

August 31, 2021

    152,313       149,933       144,714       143,339  
    $ 430,219     $ 383,530     $ 230,706     $ 229,490  

 

 

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.

 

56

 

 

 

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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.

 

TRUSTEE COMPENSATION

Effective August 1, 2018, each Trustee who is not an “interested person” of the Trust (“Independent Trustee”) receives a $1,300 annual retainer from each Fund, paid quarterly, except for the Board Chairperson who receives a $1,500 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 August 1, 2018, each Independent Trustee received a $1,000 annual retainer from each Fund, paid quarterly, except for the Board Chairperson who received a $1,200 annual retainer from each Fund, paid quarterly. Each Independent Trustee also received from each Fund a fee of $500 for each Board meeting attended plus reimbursement for travel and other meeting-related expenses.

 

PRINCIPAL HOLDERS OF FUND SHARES

As of August 31, 2018, 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

 

Charles Schwab & Co. (for the benefit of its customers)

56%

Kawishiwi Partners Trust

29%

Lauren Richards

5%

William Richards

5%

Jonathan Richards

5%

 

57

 

 

 

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

Name of Record Owner

% Ownership

Alambic Mid Cap Growth Plus Fund

 

Charles Schwab & Co. (for the benefit of its customers)

54%

Kawishiwi Partners Trust

31%

Lauren Richards

5%

William Richards

5%

Jonathan Richards

5%

 

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 shareholders’ 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, 2018, Alambic Mid Cap Growth Plus Fund had 29.0% of the value of its 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.

 

58

 

 

 

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

 

Opinion on the Financial Statements

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, 2018, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two periods in the period then ended, including the related notes, and the financial highlights for each of the periods indicated in the period then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of August 31, 2018, the results of their operations, the changes in their net assets, and the financial highlights for each of the periods indicated in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

 

Our audits include performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and confirmation of securities owned as of August 31, 2018, by correspondence with the custodian and broker. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the auditor of one or more investment companies within the family of Funds since 2016.

 

COHEN & COMPANY, LTD.
Cleveland, Ohio
October 25, 2018

 

59

 

 

 

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, 2018) and held until the end of the period (August 31, 2018).

 

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 U.S. Securities and Exchange Commission (the “SEC”) requires all mutual funds to calculate expenses based on a 5% return. You can assess each Fund’s ongoing costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds. 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.

 

60

 

 

 

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

 

 

Beginning
Account Value
March 1,
2018

Ending
Account Value
August 31,
2018

Net
Expense
Ratio
(a)

Expenses
Paid During
Period
(b)

Alambic Small Cap Value Plus Fund

   

Based on Actual Fund Return

$1,000.00

$1,119.80

0.95%

$5.08

Based on Hypothetical 5% Return (before expenses)

$1,000.00

$1,020.42

0.95%

$4.84

         

Alambic Small Cap Growth Plus Fund

   

Based on Actual Fund Return

$1,000.00

$1,123.80

0.95%

$5.09

Based on Hypothetical 5% Return (before expenses)

$1,000.00

$1,020.42

0.95%

$4.84

         

Alambic Mid Cap Value Plus Fund

   

Based on Actual Fund Return

$1,000.00

$1,038.10

0.85%

$4.37

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

$1,049.70

0.85%

$4.39

Based on Hypothetical 5% Return (before expenses)

$1,000.00

$1,020.92

0.85%

$4.33

 

(a)

Annualized, based on each Fund’s expenses for the previous six month period.

(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).

 

61

 

 

 

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)

 

 

For the fiscal year ended August 31, 2018, Alambic Small Cap Value Plus Fund and Alambic Small Cap Growth Plus Fund designated $358,527 and $358,457, respectively, as long-term capital gain distributions subject to a maximum tax rate of 20%.

 

Qualified Dividend Income – Alambic Small Cap Value Plus Fund, Alambic Mid Cap Value Plus Fund and Alambic Mid Cap Growth Plus Fund designates 100%, 99.85% and 100%, respectively of their ordinary income dividends, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

 

Dividends Received Deduction – Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distributions that qualifies under tax law. For the fiscal year ended August 31, 2018, 100% of ordinary income dividends paid by Alambic Small Cap Value Plus Fund, Alambic Mid Cap Value Plus Fund and Alambic Mid Cap Growth Plus Fund qualified for the corporate dividends received deduction.

 

62

 

 

 

ALAMBIC FUNDS
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited)

 

 

The Board has overall responsibility for management of the Trust’s affairs. The Trustees serve during the lifetime of the Trust and until its termination, or until death, resignation, retirement, or removal. The Trustees, in turn, elect the officers of the Fund to actively supervise its day-to-day operations. The officers have been elected for an annual term. 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)

Managing Director (1999 to present), Co-CEO (April 2018 to present), and President (1999 to April 2018) of Ultimus Fund Solutions, LLC and its subsidiaries (except as otherwise noted for FINRA-regulated broker dealer entities)

19

Interested Trustee of Capital Series Trust (10 Funds)

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.

19

None

David M. Deptula

Year of Birth: 1958

Since
June
2012

Trustee

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

19

None

John J. Discepoli

Year of Birth: 1963

Since
June
2012

Chairperson

(May 2016
to present)

 

Trustee

(June 2012 to present)

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

19

None

 

*

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

 

63

 

 

 

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

 

 

Name and
Year of Birth

Length
of Time
Served

Position(s)
Held with Trust

Principal Occupation(s) During Past 5 Years

Executive Officers:

   

David R. Carson

Year of Birth: 1958

Since
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 Low Beta Absolute Return 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)

Todd E. Heim

Year of Birth: 1967

Since 2014

Vice President (2014 to present)

Client Implementation Manager of Ultimus Managers Trust (2014 to present); Naval Flight Officer of United States Navy (1989 to present); Business Project Manager of Vantiv, Inc. (2013 to 2014)

Jennifer L. Leamer

Year of Birth: 1976

Since
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)

Matthew J. Beck

Year of Birth: 1988

Since
2018

Secretary
(July 2018 to present)

Senior Attorney of Ultimus Fund Solutions, LLC (2018 to present); General Counsel of The Nottingham Company (2014 to 2018)

Charles C. Black

Year of Birth: 1979

Since
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 Funds’ Statement of Additional Information (“SAI”). To obtain a free copy of the SAI, please call 1-888-890-8988.

 

64

 

 

 

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 Alambic Investment Management, L.P. (the “Adviser”) for an additional one-year term (the “Agreement”). The Board approved the Agreement at an in-person meeting held on July 23-24, 2018, at which all of the Trustees were present.

 

Legal counsel advised the Board during its deliberations. Additionally, 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 whether to approve the Agreement and in reaching its conclusions with respect thereto, the Board reviewed and analyzed various factors that it determined were relevant to the Agreement, including the following factors.

 

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 in the Adviser Memorandum (e.g., description of its business and Form ADV), the Board concluded that the quality, extent, and nature of the services provided by the Adviser to each Fund were satisfactory and adequate.

 

The investment performance of the Funds. In this regard, the Board compared the performance of each Fund with the performance of its benchmark index, custom peer group, and Morningstar categories. The Board also considered the consistency of the Adviser’s management with each Fund’s investment objective and policies. The Board noted that:

 

the Alambic Small Cap Value Plus Fund out-performed the average and median of its custom peer group and out-performed the average and median of its Morningstar category (Small Cap Value Category Under $50 Million, True No-Load), for a one-year period, and out-performed its benchmark, the Russell 2000 Value Index, for a one-year period;

 

the Alambic Small Cap Growth Plus Fund under-performed the average and median of its custom peer group and out-performed the average and median of its Morningstar category (Small Cap Blend Category Under $50 Million, True No-Load) for a one-year period, and under-performed its benchmark, the Russell 2000 Growth Index, for a one-year period;

 

the Alambic Mid Cap Value Plus Fund under-performed the average and median of its custom peer group, and out-performed its Morningstar category’s (Mid Cap Value Category Under $50 Million, True No-Load) average, but under-performed its median, for a one-year period, and out-performed its benchmark, the Russell Mid-Cap Value Index, for a one-year period; and

 

the Alambic Mid Cap Growth Plus Fund under-performed the average and median of its custom peer group, and under-performed the average and median of its Morningstar category (Mid Cap Blend Category Under $50 Million, True No-Load) for a one-year period, and under-performed its benchmark, the Russell Mid-Cap Growth Index, for a one-year period.

 

65

 

 

 

ALAMBIC FUNDS
DISCLOSURE REGARDING APPROVAL OF
INVESTMENT ADVISORY AGREEMENTS (Unaudited) (Continued)

 

The Board indicated that the Adviser had satisfactorily explained its performance results for the Funds. Following additional discussion of the investment performance of each Fund; the Adviser’s experience in managing mutual funds, private funds, and separate accounts; the Adviser’s historical investment performance; and other factors, the Board concluded that the investment performance of each Fund has been satisfactory.

 

The costs of the services provided and profits 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; personnel, methods of operations; the education and experience of its personnel; its compliance program, policies and procedures; the Adviser’s advisory business generally; 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 its discussion with the Adviser regarding the Adviser’s expense limitation agreement, and considered the Adviser’s current and past fee reductions and expense reimbursements for the Funds. The Board further took into account the Adviser’s willingness to continue the Adviser’s expense limitation agreement for the Funds until at least December 31, 2019.

 

The Board also considered potential benefits for the Adviser in managing the Funds, including promotion of the Adviser’s name and the potential for it to receive research, statistical, or other services from the Funds’ trades. The Board compared each Fund’s advisory fee and overall expense ratio to the average and median advisory fees and expense ratios for its custom 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 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 noted that:

 

the Alambic Small Cap Value Plus Fund’s advisory fee was lower than the average and median advisory fee for the Alambic Small Cap Value Plus Fund’s custom peer group and higher than the average and median for the Alambic Small Cap Value Plus Fund’s Morningstar category (Small Cap Value Category Under $50 Million, True No-Load);

 

the Alambic Small Cap Growth Plus Fund’s advisory fee was higher than the average and median advisory fee for the Alambic Small Cap Growth Plus Fund’s custom peer group and the Alambic Small Cap Growth Plus Fund’s Morningstar category (Small Cap Blend Category Under $50 Million, True No-Load), but equal to the fortieth percentile for the Alambic Small Cap Growth Plus Fund’s Morningstar category;

 

the Alambic Mid Cap Value Plus Fund’s advisory fee was higher than the average and median advisory fee for the Alambic Mid Cap Value Plus Fund’s custom peer group and lower than the average and median advisory fee for the Alambic Mid Cap Value Plus Fund’s Morningstar category (Mid Cap Value Category Under $50 Million, True No-Load); and

 

66

 

 

 

ALAMBIC FUNDS
DISCLOSURE REGARDING APPROVAL OF
INVESTMENT ADVISORY AGREEMENTS (Unaudited) (Continued)

 

the Alambic Mid Cap Growth Plus Fund’s advisory fee was higher than the average and lower than the median advisory fee for the Alambic Mid Cap Growth Plus Fund’s custom peer group and lower than the average and median advisory fee for the Alambic Mid Cap Growth Plus Fund’s Morningstar category (Mid Cap Blend Category Under $50 Million, True No-Load).

 

The Board also considered the Adviser’s commitment to limit each Fund’s expenses under the Adviser’s expense limitation agreement. The Board further noted that for the overall expense ratio:

 

the Alambic Small Cap Value Plus Fund’s overall expense ratio was lower than the average and median expense ratio for the Alambic Small Cap Value Plus Fund’s custom peer group and the Alambic Small Cap Value Plus Fund’s Morningstar category;

 

the Alambic Small Cap Growth Plus Fund’s overall expense ratio was higher than the average and median expense ratio for the Alambic Small Cap Growth Plus Fund’s custom peer group, but lower than the average and median expense ratio for the Alambic Small Cap Growth Plus Fund’s Morningstar category;

 

the Alambic Mid Cap Value Plus Fund’s overall expense ratio was higher than the average and median expense ratio for the Alambic Mid Cap Value Plus Fund’s custom peer group and lower than the average and median expense ratio for the Alambic Mid Cap Value Plus Fund’s Morningstar category; and

 

the Alambic Mid Cap Growth Plus Fund’s was lower than the average and the median expense ratio for the Alambic Mid Cap Growth Plus Fund’s custom peer group and lower than the average and median expense ratio for the Alambic Mid Cap Growth Plus 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 Adviser’s expense limitation agreement. 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 economies of scale would be realized as the Funds grow and whether advisory fee levels reflect these economies of scale for the benefit of the Funds’ investors. In this regard, the Board considered that for each Fund, the fee arrangement with the Adviser involves both the advisory fee and the Adviser’s expense limitation agreement. 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 Adviser’s expense limitation agreement until each fund’s assets grow to a level where its expenses otherwise fall below the expense

 

67

 

 

 

ALAMBIC FUNDS
DISCLOSURE REGARDING APPROVAL OF
INVESTMENT ADVISORY AGREEMENTS (Unaudited) (Continued)

 

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, and given each Fund’s projected asset levels for the next year.

 

Brokerage and portfolio transactions. In this regard, the Board considered the Adviser’s policies, procedures and performance in seeking best execution for its clients, including the Funds. The Board also considered the historical portfolio turnover rate for each Fund; the process by which the Adviser evaluates the overall reasonableness of commissions paid; 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 that the Adviser’s practices regarding brokerage and portfolio transactions are satisfactory.

 

Possible conflicts of interest. In evaluating the possibility for conflicts of interest, the Board considered such matters as the experience and abilities of the advisory personnel assigned to the Funds, the Adviser’s process for allocating trades among 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.

 

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

 

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BLUE CURRENT GLOBAL DIVIDEND FUND

INSTITUTIONAL CLASS (BCGDX)

 

Annual Report

 

August 31, 2018

 

 

BLUE CURRENT GLOBAL DIVIDEND FUND
LETTER TO SHAREHOLDERS

August 31, 2018

 

Dear Shareholders.

 

PERFORMANCE SUMMARY

 

The Blue Current Global Dividend Fund (the “Fund”) returned 5.58% over the last twelve months ended August 31, 2018. The Fund’s benchmark, the MSCI World High Dividend Yield Index, returned 6.43% 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. Since inception, the Fund has returned 24.53%, which compares to a 19.96% return for the MSCI World High Dividend Yield Index. It is important to remind our investors that we are not managing the Fund to track or beat an index. We do not select securities to align with an index, or the underlying sector and country holdings, but rather we aim to construct a portfolio of high quality companies that are committed to dividend growth and offer an attractive yield.

 

 

Total Returns for periods ended August 31, 2018

Fund Name (Institutional Share Class)

QTD (since
5/31/18)

YTD (since
12/31/17)

Trailing 1
Year (since
8/31/17)

Since
Inception
(9/18/14)

Blue Current Global Dividend

2.92%

-0.27%

5.58%

24.53%

MSCI World High Div Yield Index

4.05%

0.27%

6.43%

19.96%

 

Source: Bloomberg

 

Past performance is not predictive of future performance. Investment results and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Performance data current to the most recent month end are available by calling 1-800-514-3583.

 

Over the past twelve months there has been a material performance gap between our U.S.-based investments and our securities that are domiciled outside of the U.S.. Much of the dispersion has been created in 2018 due to several factors including a strengthening U.S. economy accelerated by recent fiscal initiatives, and coincidentally, the continuation of a tepid recovery across other developed international markets. Outside of the U.S., political uncertainty due to Brexit in the UK, the inability for Italy to form a government, and the breakdown of trade relations between the U.S. and its counterparts have all created challenges for a portfolio invested in multi-national companies, no matter the balance sheet strength or quality of the company. Given this backdrop, the U.S. Dollar has appreciated materially this year, increasing global currency volatility, and adding another performance challenge for U.S.-based investors. We do not know for how long the economic and earnings discrepancy between the U.S. and the rest of world will persist, however, the portfolio’s underlying companies, domestic and foreign, continue to deliver dividend growth. Absent an appreciation in price by the underlying securities, the portfolio’s yield will continue to rise given the cash flow growth of our companies. We believe the portfolio will finish the calendar year with a double-digit percentage rise in dividends.

 

1

 

 

Within the U.S., our technology sector investments were the best performers over the past 12 months. Historically, technology has not been a significant sector investment in the Fund, largely due to our requirement that new positions have a 2% minimum dividend yield at purchase, a factor that eliminates many of the innovators and highest growers. Generally, semiconductor manufacturers and equipment producers are heavily represented in our select universe. However, the industry is highly volatile, prone to commodity-like pricing, and can often lack end market diversification, adding investment challenges. Within that group we identified Texas Instruments several years ago, a leader in the category due to its leading edge technology, and broad end-market exposure. Along with Texas Instruments, we have found several other great dividend growth companies in the sector (Microsoft and Cisco), but have not been willing to compromise our quality and dividend expectations to size the sector beyond its current 15% weighting in the portfolio.

 

The performance of our international investments has been exceptionally frustrating in 2018. Three positions, Atlantia, Bayer, and ING, have been materially and negatively impacted by idiosyncratic factors (i.e. the horrific Genoa bridge collapse impacting Atlantia), legal risks (i.e. Bayer’s acquisition of Monsanto), and emerging market uncertainty (i.e. ING). All of these risks are inherent in managing an equity portfolio, but the frequency of the events, combined with the underlying stock reaction, have been unprecedented since the launch of the strategy. We have made several adjustments to the international holdings, including the sale of Atlantia, and the rebalancing of Bayer and ING.

 

The top five contributors over the last twelve months were led by Microsoft, Texas Instruments, Cisco, LVMH, and Abbott Labs. The top five detractors were Atlantia, Bayer, ING, Vodafone, and British American Tobacco.

 

Our exposure by geography (excluding cash) is approximately 56% U.S. and 44% Non-U.S.. This is slightly changed since last semi-annual period when the portfolio was approximately 50% allocated to the U.S.. The decline in non-U.S. exposure is due to the sale of Atlantia and relative outperformance by our U.S. names.

 

BLUE CURRENT PHILOSOPHY & OBJECTIVES

 

It is important to remind the Fund’s shareholders 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, 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

 

2

 

 

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.

 

OUTLOOK SUMMARY

 

Despite a frustrating semi-annual period from unforeseen company specific events, we believe we are seeing the most attractive combination of value and fundamentals in our collective portfolio in the Fund’s history. The portfolio is now trading at 14x estimated earnings, yielding 3.4%, and we are anticipating a dividend growth rate that should exceed 10%. Dividend payers are out of favor thus far in 2018 which makes us very excited about the return potential ahead for dividend payers and our portfolio in particular. The key near-term risks remain with tariffs, the midterm election, and the overall currency stability in the emerging markets.

 

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 Capital Group, 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, 2018, 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.

 

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

 

3

 

 

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, 2018 (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, 2018)

 

1 Year

3 Years

Since
Inception
(b)

 

Blue Current Global Dividend Fund - Institutional Class(a)

5.58%

9.31%

5.71%

 

MSCI World Index

13.10%

11.92%

7.84%

 

MSCI World High Dividend Yield Index

6.43%

9.68%

4.72%

 

 

(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, 2018 (Unaudited)

 

 

Sector Diversification
(% of Net Assets)

 

Top Ten Equity Holdings

Security Description

% of Net Assets

Microsoft Corporation

4.6%

Cisco Systems, Inc.

3.8%

United Technologies Corporation

3.0%

Deutsche Post AG

3.0%

Johnson & Johnson

3.0%

Novartis AG - ADR

3.0%

Sanofi - ADR

2.8%

CoreSite Realty Corporation

2.8%

Crown Castle International Corporation

2.7%

International Paper Company

2.7%

 

6

 

 

BLUE CURRENT GLOBAL DIVIDEND FUND
SCHEDULE OF INVESTMENTS
August 31, 2018

COMMON STOCKS — 96.7%

 

Shares

   

Value

 

Consumer Discretionary — 9.4%

               

Household Durables — 2.5%

               

Leggett & Platt, Inc.

    35,600     $ 1,617,664  
                 

Leisure Products — 2.1%

               

Hasbro, Inc.

    13,900       1,380,409  
                 

Media — 2.5%

               

Publicis Groupe S.A. (a)

    25,350       1,621,039  
                 

Textiles, Apparel & Luxury Goods — 2.3%

               

LVMH Moet Hennessy Louis Vuitton SE (a)

    4,380       1,535,437  
                 

Consumer Staples — 14.9%

               

Beverages — 2.0%

               

Diageo plc - ADR

    9,347       1,303,065  
                 

Food Products — 6.7%

               

Danone S.A. (a)

    22,630       1,782,135  

Nestlé S.A. - ADR

    14,815       1,240,756  

Unilever plc - ADR

    24,340       1,384,216  
              4,407,107  

Household Products — 4.0%

               

Clorox Company (The)

    8,200       1,188,836  

Procter & Gamble Company (The)

    16,750       1,389,412  
              2,578,248  

Tobacco — 2.2%

               

British American Tobacco plc (a)

    30,000       1,450,563  
                 

Energy — 9.0%

               

Oil, Gas & Consumable Fuels — 9.0%

               

BP plc - ADR

    36,550       1,567,264  

Enterprise Products Partners, L.P.

    53,650       1,534,390  

ONEOK, Inc.

    19,110       1,259,540  

Royal Dutch Shell plc - Class B - ADR

    23,240       1,565,911  
              5,927,105  

 

See accompanying notes to financial statements.

 

7

 

 

BLUE CURRENT GLOBAL DIVIDEND FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS — 96.7% (Continued)

 

Shares

   

Value

 

Financials — 13.0%

               

Banks — 8.5%

               

BB&T Corporation

    30,350     $ 1,567,881  

ING Groep N.V. - ADR

    48,500       658,630  

PNC Financial Services Group, Inc. (The)

    11,400       1,636,356  

SunTrust Banks, Inc.

    23,100       1,699,236  
              5,562,103  

Insurance — 4.5%

               

Allianz SE (a)

    7,240       1,543,169  

Swiss Re AG (a)

    15,400       1,385,587  
              2,928,756  

Health Care — 13.2%

               

Health Care Equipment & Supplies — 2.0%

               

Abbott Laboratories

    20,000       1,336,800  
                 

Pharmaceuticals — 11.2%

               

Bayer AG (a)

    17,365       1,620,600  

Johnson & Johnson

    14,625       1,969,841  

Novartis AG - ADR

    23,470       1,948,245  

Sanofi - ADR

    42,115       1,804,628  
              7,343,314  

Industrials — 9.6%

               

Aerospace & Defense — 3.0%

               

United Technologies Corporation

    15,150       1,995,255  
                 

Air Freight & Logistics — 3.0%

               

Deutsche Post AG (a)

    54,600       1,985,682  
                 

Electrical Equipment — 1.9%

               

Eaton Corporation plc

    14,739       1,225,400  
                 

Machinery — 1.7%

               

Cummins, Inc.

    7,780       1,103,204  

 

See accompanying notes to financial statements.

 

8

 

 

BLUE CURRENT GLOBAL DIVIDEND FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS — 96.7% (Continued)

 

Shares

   

Value

 

Information Technology — 15.0%

               

Communications Equipment — 3.8%

               

Cisco Systems, Inc.

    52,200     $ 2,493,594  
                 

Electronic Equipment, Instruments & Components — 2.6%

               

Corning, Inc.

    50,900       1,705,659  
                 

Semiconductors & Semiconductor Equipment — 4.0%

               

Taiwan Semiconductor Manufacturing Company Ltd. - ADR

    19,900       867,640  

Texas Instruments, Inc.

    15,355       1,725,902  
              2,593,542  

Software — 4.6%

               

Microsoft Corporation

    26,705       2,999,773  
                 

Materials — 5.2%

               

Chemicals — 2.5%

               

DowDuPont, Inc.

    23,540       1,650,860  
                 

Containers & Packaging — 2.7%

               

International Paper Company

    35,000       1,789,900  
                 

Real Estate — 5.5%

               

Equity Real Estate Investment Trusts (REITs) — 5.5%

               

CoreSite Realty Corporation

    15,450       1,799,462  

Crown Castle International Corporation

    15,740       1,794,832  
              3,594,294  

Telecommunication Services — 1.9%

               

Wireless Telecommunication Services — 1.9%

               

Vodafone Group plc - ADR

    56,320       1,217,075  
                 

Total Common Stocks (Cost $55,011,161)

          $ 63,345,848  

 

See accompanying notes to financial statements.

 

9

 

 

BLUE CURRENT GLOBAL DIVIDEND FUND
SCHEDULE OF INVESTMENTS (Continued)

MONEY MARKET FUNDS — 2.9%

 

Shares

   

Value

 

First American Government Obligations Fund - Class Z, 1.80% (b) (Cost $1,924,550)

    1,924,550     $ 1,924,550  
                 

Total Investments at Value — 99.6% (Cost $56,935,711)

          $ 65,270,398  
                 

Other Assets in Excess of Liabilities — 0.4%

            272,764  
                 

Net Assets — 100.0%

          $ 65,543,162  

 

ADR – American Depositary Receipt.

(a)Level 2 security (Note 2).

(b)The rate shown is the 7-day effective yield as of August 31, 2018.

See accompanying notes to financial statements.

 

10

 

 

BLUE CURRENT GLOBAL DIVIDEND FUND
SUMMARY OF COMMON STOCKS BY COUNTRY
August 31, 2018

Country

 

Value

   

% of Net
Assets

 

United States

  $ 35,638,806       54.4 %

United Kingdom

    8,488,094       12.9 %

France

    6,743,239       10.3 %

Germany

    5,149,451       7.9 %

Switzerland

    4,574,588       7.0 %

Ireland

    1,225,400       1.9 %

Taiwan Province of China

    867,640       1.3 %

Netherlands

    658,630       1.0 %
    $ 63,345,848       96.7 %

 

SCHEDULE OF FORWARD FOREIGN CURRENCY CONTRACTS
August 31, 2018
Counterparty  Settlement
Date
  Currency To
Deliver
  Currency To
Receive
  Net Unrealized
Appreciation
 
BNY Mellon  9/4/2018  EUR   3,200,000   USD   3,753,600   $39,148 

 

EUR - Euro

USD - U.S. Dollar

 

The average net monthly notional value of forward foreign currency contracts for the year ended August 31, 2018 was $7,167,416.

 

See accompanying notes to financial statements.

 

11

 

 

BLUE CURRENT GLOBAL DIVIDEND FUND
STATEMENT OF ASSETS AND LIABILITIES
August 31, 2018

ASSETS

 

Investments in securities:

       

At cost

  $ 56,935,711  

At value (Note 2)

  $ 65,270,398  

Receivable for capital shares sold

    105,055  

Dividends receivable

    177,241  

Unrealized appreciation on forward foreign currency contracts (Notes 2 and 5)

    39,148  

Other assets

    6,479  

Total assets

    65,598,321  
         

LIABILITIES

       

Payable to Adviser (Note 4)

    34,050  

Payable to administrator (Note 4)

    11,620  

Other accrued expenses

    9,489  

Total liabilities

    55,159  
 

 

NET ASSETS

  $ 65,543,162  

 

       

NET ASSETS CONSIST OF:

       

Paid-in capital

  $ 57,304,551  

Undistributed net investment income

    350,742  

Accumulated net realized losses from investment transactions

    (485,966 )

Net unrealized appreciation on investments

    8,334,687  

Net unrealized appreciation on forward foreign currency contracts

    39,148  

NET ASSETS

  $ 65,543,162  
         

PRICING OF INSTITUTIONAL SHARES (Note 1)

       

Net assets applicable to Institutional Shares

  $ 65,543,162  

Shares of Institutional Shares outstanding (no par value, unlimited number of shares outstanding)

    5,716,515  

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

  $ 11.47  

 

(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, 2018

INVESTMENT INCOME

       

Dividends

  $ 2,123,144  

Foreign withholding taxes on dividends

    (174,916 )

Total investment income

    1,948,228  
         

EXPENSES

       

Investment advisory fees (Note 4)

    631,776  

Administration fees (Note 4)

    63,822  

Professional fees

    45,750  

Fund accounting fees (Note 4)

    42,431  

Custodian and bank service fees

    18,003  

Transfer agent fees (Note 4)

    18,000  

Compliance fees and expenses (Note 4)

    12,244  

Registration and filing fees

    12,171  

Trustees’ fees and expenses (Note 4)

    10,009  

Printing of shareholder reports

    7,500  

Pricing fees

    5,593  

Postage and supplies

    5,243  

Insurance expense

    2,717  

Other expenses

    13,521  

Total expenses

    888,780  

Fee reductions by the Adviser (Note 4)

    (257,004 )

Net expenses

    631,776  
         

NET INVESTMENT INCOME

    1,316,452  

 

       

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS, DERIVATIVES AND FOREIGN CURRENCY TRANSLATION

 

Net realized gains (losses) from:

       

Investments

    329,634  

Forward foreign currency contracts (Notes 2 and 5)

    (472,454 )

Foreign currency transactions (Note 2)

    (13,660 )

Net change in unrealized appreciation (depreciation) on:

       

Investments

    2,001,653  

Forward foreign currency contracts (Notes 2 and 5)

    138,199  

Foreign currency translation (Note 2)

    (195 )

NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS, DERIVATIVES AND FOREIGN CURRENCY TRANSLATION

    1,983,177  

       

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

  $ 3,299,629  

 

See accompanying notes to financial statements.

 

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BLUE CURRENT GLOBAL DIVIDEND FUND
STATEMENTS OF CHANGES IN NET ASSETS

 

 

Year
Ended
August 31,
2018

   

Year
Ended
August 31,
2017

 

FROM OPERATIONS

               

Net investment income

  $ 1,316,452     $ 1,209,550  

Net realized gains (losses) from:

               

Investments

    329,634       1,356,530  

Forward foreign currency contracts

    (472,454 )      

Foreign currency transactions

    (13,660 )     (17,859 )

Net change in unrealized appreciation (depreciation) on:

               

Investments

    2,001,653       4,061,572  

Forward foreign currency contracts

    138,199       (99,051 )

Foreign currency translation

    (195 )     195  

Net increase in net assets from operations

    3,299,629       6,510,937  
                 

DISTRIBUTIONS TO SHAREHOLDERS (Note 2)

               

Net investment income, Institutional Shares

    (778,879 )     (981,628 )

Realized capital gains, Institutional Shares

    (1,162,832 )      

Decrease in net assets from distributions to shareholders

    (1,941,711 )     (981,628 )
                 

FROM CAPITAL SHARE TRANSACTIONS

               

Institutional Shares

               

Proceeds from shares sold

    8,580,932       16,759,462  

Net asset value of shares issued in reinvestment of distributions

    1,454,021       747,191  

Proceeds from redemption fees collected (Note 2)

    764        

Payments for shares redeemed

    (5,698,681 )     (2,819,565 )

Net increase in Institutional Shares net assets from capital share transactions

    4,337,036       14,687,088  
                 

TOTAL INCREASE IN NET ASSETS

    5,694,954       20,216,397  
                 

NET ASSETS

               

Beginning of year

    59,848,208       39,631,811  

End of year

  $ 65,543,162     $ 59,848,208  
                 

UNDISTRIBUTED NET INVESTMENT INCOME

  $ 350,742     $ 423,441  
                 

CAPITAL SHARE ACTIVITY

               

Institutional Shares

               

Shares sold

    742,293       1,604,703  

Shares reinvested

    127,013       70,912  

Shares redeemed

    (495,023 )     (274,670 )

Net increase in shares outstanding

    374,283       1,400,945  

Shares outstanding, beginning of year

    5,342,232       3,941,287  

Shares outstanding, end of year

    5,716,515       5,342,232  

 

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,
2018

   

Year Ended
August 31,
2017

   

Year Ended
August 31,
2016

   

Period Ended
August 31,
2015
(a)

 

Net asset value at beginning of period

  $ 11.20     $ 10.06     $ 9.42     $ 10.00  
                                 

Income (loss) from investment operations:

                               

Net investment income

    0.23       0.24       0.22       0.16  

Net realized and unrealized gains (losses) on investments and foreign currencies

    0.39       1.11       0.61       (0.62 )

Total from investment operations

    0.62       1.35       0.83       (0.46 )
                                 

Less distributions:

                               

From net investment income

    (0.14 )     (0.21 )     (0.19 )     (0.12 )

From net realized gains

    (0.21 )                  

Total distributions

    (0.35 )     (0.21 )     (0.19 )     (0.12 )
                                 

Proceeds from redemption fees collected (Note 2)

    0.00  (b)                  
                                 

Net asset value at end of period

  $ 11.47     $ 11.20     $ 10.06     $ 9.42  
                                 

Total return (c)

    5.58 %     13.57 %     8.92 %     (4.65 %)(d)
                                 

Net assets at end of period (000’s)

  $ 65,543     $ 59,848     $ 39,632     $ 30,098  
                                 

Ratios/supplementary data:

                               

Ratio of total expenses to average net assets

    1.39 %     1.45 %     1.55 %     1.68 %(e)

Ratio of net expenses to average net assets (f)

    0.99 %     0.99 %     0.99 %     0.99 %(e)

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

    2.06 %     2.47 %     2.37 %     2.04 %(e)

Portfolio turnover rate

    50 %     61 %     58 %     72 %(d)

 

(a)

Represents the period from the commencement of operations (September 18, 2014) through August 31, 2015.

(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 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).

(d)

Not annualized.

(e)

Annualized.

(f)

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, 2018

 

 

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, 2018, the Investor Class shares (to be sold without any sales loads, but subject to a distribution fee of up to 0.25% of Investor 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

 

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 generally 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 (see below). In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value 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, 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

 

16

 

 

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

 

 

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 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.

 

The following is a summary of the inputs used to value the Fund’s investments as of August 31, 2018:

 

Investments in Securities

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 50,421,636     $ 12,924,212     $     $ 63,345,848  

Money Market Funds

    1,924,550                   1,924,550  

Total

  $ 52,346,186     $ 12,924,212     $     $ 65,270,398  

 

 

17

 

 

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

 

 

Other Financial Instruments:

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Forward Foreign Currency Contracts

  $     $ 39,148     $     $ 39,148  

Total

  $     $ 39,148     $     $ 39,148  

 

 

Refer to the Fund’s Schedule of Investments for a listing of the common stocks by industry type. As of August 31, 2018, 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, 2018. It is the Fund’s policy to recognize transfers between Levels at the end of the reporting period.

 

Foreign currency translation – Securities and other assets and liabilities 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 contracts – The Fund, at times, uses forward foreign currency contracts to offset the exposure to foreign currency. All foreign currency 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 contracts will be included in the Fund’s 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.

 

18

 

 

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

 

 

Share valuation – The NAV per share of each class of the Fund is calculated daily by dividing the total value of 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 value 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, 2018 and 2017, proceeds from redemption fees, recorded in capital, totaled $764 and $0, respectively.

 

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 the 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.

 

Investment transactions – Investment transactions are accounted for on the trade date. Realized gains and losses on investments sold are determined on a specific identification basis.

 

Common expenses – Common expenses of the Trust are allocated among the Fund and the other series of the Trust based on the relative net assets of each series 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 years ended August 31, 2018 and 2017 was as follows:

 

Years Ended

 

Ordinary
Income

   

Long-Term
Capital Gains

   

Total
Distributions

 

08/31/18

  $ 952,107     $ 989,604     $ 1,941,711  

08/31/17

  $ 981,628     $     $ 981,628  

 

19

 

 

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

 

 

On September 28, 2018, the Fund paid an ordinary income dividend of $0.0304 per share to shareholders of record on September 27, 2018.

 

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, 2018:

 

 

Tax cost of portfolio investments

  $ 57,010,658  

Gross unrealized appreciation

  $ 9,617,579  

Gross unrealized depreciation

    (1,357,839 )

Net unrealized appreciation on investments

    8,259,740  

Accumulated capital and other losses

    (21,129 )

Accumulated earnings

  $ 8,238,611  

 

 

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.

 

Specified capital losses incurred after October 31, 2017 and within the taxable year are deemed to arise on the first day of the Fund’s next taxable year. For the year ended August 31, 2018, the Fund deferred until September 1, 2018 short-term post-October capital losses of $21,129.

 

20

 

 

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

 

 

For the year ended August 31, 2018, the following reclassifications were made on the Statement of Assets and Liabilities as a result of permanent difference in the recognition of capital gains or losses under income tax regulations and GAAP:

 

Paid-in capital

  $ (123 )

Undistributed net investment income

  $ (610,272 )

Accumulated net realized losses from investment transactions

  $ 610,395  

 

These differences are primarily due to the tax treatment of net realized losses from forward foreign currency contracts and foreign currency transactions and the reclassification of distributions in excess of net realized capital gains. Such reclassifications, the result of permanent differences between 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 years (tax years ended August 31, 2015 through August 31, 2018) 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, 2018, cost of purchases and proceeds from sales of investment securities, other than short-term investments, were $35,206,803 and $30,774,061, respectively.

 

4. Transactions with Related Parties

 

On August 1, 2018, Edge Advisors, LLC (the “Previous Adviser”), the Fund’s previous investment advisor, closed a transaction (the “Transaction”) under which the Previous Adviser was acquired by Edge Capital Group, LLC (the “New Adviser”), a wholly-owned subsidiary of Focus Operating, LLC, which in turn is wholly-owned by Focus Financial Partners, LLC. Focus Financial Partners, LLC is controlled by its managing member, Focus Financial Partners Inc. (collectively, “Focus”). Focus Financial Partners Inc. is a publicly traded company, the stock of which is traded on NASDAQ Global Select (FOCS).

 

The Transaction was deemed to be a change in control, and therefore an “assignment” under the Investment Company Act of 1940, as amended (the “1940 Act”), of the Fund’s previous investment advisory agreement with the Previous Adviser (the “Previous Investment Advisory Agreement”) and resulted in its automatic termination. An interim investment advisory agreement (the “Interim Investment Advisory Agreement”) and a new investment advisory agreement (the “New Investment Advisory Agreement”), each with the New Adviser and each with substantially the same terms as the previous

 

21

 

 

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

 

 

agreement, except for the start and end date of the agreements and, in the case of the interim investment advisory agreement, various terms related to compliance with Rule 15a-4 of the 1940 Act, were approved by the Trust’s Board of Trustees at a meeting held on July 23-24, 2018, and the New Investment Advisory Agreement was submitted to the Fund’s shareholders for approval on September 11, 2018.

 

PREVIOUS INVESTMENT ADVISORY AGREEMENT

Prior to August 1, 2018, the Fund’s investments were managed by the Previous Adviser pursuant to the terms of the Previous Investment Advisory Agreement. Under the Previous Investment Advisory Agreement, the Fund paid the Previous 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 Previous Adviser (the “Previous ELA”), the Previous Adviser had agreed, until January 1, 2020, to reduce its investment advisory fees and reimburse other expenses to limit total annual operating expenses (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividends expenses on securities sold short; acquired fund fees and expenses; extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business) to an amount not exceeding 0.99% of the Fund’s average daily net assets.

 

INTERIM INVESTMENT ADVISORY AGREEMENT

The Fund’s investments are managed by the New Adviser pursuant to the terms of an Interim Investment Advisory Agreement. Under the Interim 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 Interim Expense Limitation Agreement between the Fund and the New Adviser (the “Interim ELA”), the New Adviser has agreed, until January 1, 2020, to reduce its investment advisory fees and reimburse other expenses to limit total annual operating expenses (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividends expenses on securities sold short; acquired fund fees and expenses; extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business) to an amount not exceeding 0.99% of the Fund’s average daily net assets of the Institutional Class shares.

 

Accordingly, under each of the Previous ELA and the Interim ELA, the Previous Adviser and the New Adviser, respectively, reduced their investment advisory fees in the aggregate amount of $257,004 during the year ended August 31, 2018.

 

Under the terms of the Interim 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 the Fund’s total annual operating expenses to exceed the lesser of (i) the

 

22

 

 

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

 

 

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, 2018, the Adviser may seek recoupment of investment advisory fee reductions in the amount of $671,744 no later than the dates stated below:

 

 

August 31, 2019

  $ 189,186  

August 31, 2020

    225,554  

August 31, 2021

    257,004  

Total

  $ 671,744  

 

 

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 August 1, 2018, each Trustee who is not an “interested person” of the Trust (“Independent Trustee”) receives a $1,300 annual retainer from the Fund, paid quarterly, except for the Board Chairperson who receives a $1,500 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 August 1, 2018, each Independent Trustee received a $1,000 annual retainer from the Fund, paid quarterly, except for the Board Chairperson who received a $1,200 annual retainer from the Fund, paid quarterly. Each Independent Trustee also received from the Fund a fee of $500 for each Board meeting attended plus reimbursement for travel and other meeting-related expenses.

 

23

 

 

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

 

 

PRINCIPAL HOLDERS OF FUND SHARES

As of August 31, 2018, 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)

79%

Charles Schwab & Co., Inc. (for the benefit of multiple shareholders)

11%

National Financial Services, LLC (for the benefit of multiple shareholders)

5%

 

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

 

5. Derivative Transactions

 

At August 31, 2018, the Fund was 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 contracts

Unrealized appreciation on forward foreign currency contracts

  $ 39,148  

Unrealized depreciation on forward foreign currency contracts

  $  

 

For the year ended August 31, 2018, the effect of derivative contracts in the Fund’s Statement of Operations was as follows:

 

Risk

Derivative Type

 

Net Realized
Losses

   

Net Change
in Unrealized
Appreciation
(Depreciation)

 

Currency

Forward foreign currency contracts

  $ (472,454 )   $ 138,199  

 

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

 

24

 

 

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, 2018:

 

   

Gross

   

Gross
Amounts

   

Net Amounts
of Assets
Presented

   

Gross Amounts Not
Offset in the Statement of
Assets & Liabilities

   

Net
Amount

 

Derivative Type

 

Amounts of
Recognized
Assets
(Liabilities)

   

Offset in the
Statement
of Assets &
Liabilities

   

in the
Statement
Of Assets &
Liabilities

   

Financial
Instruments

   

Collateral
Received
(Pledged)

 

Forward Foreign Currency Contracts

  $ 39,148     $     $ 39,148     $     $     $ 39,148  

Total subject to a master netting or similar arrangement

  $ 39,148     $     $ 39,148     $     $     $ 39,148  

 

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.

 

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

 

25

 

 

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

 

 

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 other than the ordinary income dividend paid on September 28, 2018, as discussed in Note 2, and the following:

 

A meeting of the Fund’s shareholders is scheduled for October 29, 2018, at which the shareholders will consider the approval of the New Investment Advisory Agreement with the New Adviser. In the event that the Fund’s shareholders elect not to approve the New Investment Advisory Agreement, the Trust’s Board of Trustees will consider other possible options available to the Fund, including, without limitation, seeking another investment adviser for the Fund or possibly closing the Fund.

 

26

 

 

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

 

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments and schedule of forward foreign currency contracts, of Blue Current Global Dividend Fund (the “Fund”), a series of Ultimus Managers Trust, as of August 31, 2018, 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, including the related notes, and the financial highlights for each of the four periods in the period then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of August 31, 2018, 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 four periods in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

 

Our audits include performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and confirmation of securities owned as of August 31, 2018, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Fund’s auditor since 2014.

 

COHEN & COMPANY, LTD.
Cleveland, Ohio
October 25, 2018

 

27

 

 

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, 2018) and held until the end of the period (August 31, 2018).

 

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

 

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

 

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

 

Hypothetical 5% return – This section is intended to help you compare the Fund’s ongoing costs with those of other mutual funds. It assumes that the Fund had an annual return of 5% before expenses during the period shown, but that the expense ratio is unchanged. In this case, because the return used is not the Fund’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the U.S. Securities and Exchange Commission (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.

 

28

 

 

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

 

 

Institutional Class

Beginning
Account Value
March 1,
2018

Ending
Account Value
August 31,
2018

Net Expense
Ratio
(a)

Expenses
Paid During
Period
(b)

Based on Actual Fund Return

$1,000.00

$1,007.70

0.99%

$5.01

Based on Hypothetical 5% Return (before expenses)

$1,000.00

$1,020.21

0.99%

$5.04

 

(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).

 

29

 

 

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)

 

 

For the fiscal year ended August 31, 2018, the Fund designated $989,604 as long-term capital gain distributions subject to a maximum tax rate of 20%.

 

Qualified Dividend Income – The Fund designates 100% of its ordinary income dividends, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

 

Dividends Received Deduction – Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distributions that qualifies under tax law. For the fiscal year ended August 31, 2018, 83.02% of ordinary income dividends qualified for the corporate dividends received deduction.

 

30

 

 

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)

Managing Director (1999 to present), Co-CEO (April 2018 to present), and President (1999 to April 2018) of Ultimus Fund Solutions, LLC and its subsidiaries (except as otherwise noted for FINRA-regulated broker dealer entities)

19

Interested Trustee of Capital Series Trust (10 Funds)

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.

19

None

David M. Deptula

Year of Birth: 1958

Since
June
2012

Trustee

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

19

None

John J. Discepoli

Year of Birth: 1963

Since
June
2012

Chairperson

(May 2016
to present)

 

Trustee

(June 2012 to present)

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

19

None

 

31

 

 

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

 

 

*

Mr. Dorsey is considered an “interested person” of the Trust within the meaning of Section 2(a)(19) of the Investment Act of 1940, 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
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 Low Beta Absolute Return 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)

Todd E. Heim

Year of Birth: 1967

Since 2014

Vice President (2014 to present)

Client Implementation Manager of Ultimus Managers Trust (2014 to present); Naval Flight Officer of United States Navy (1989 to present); Business Project Manager of Vantiv, Inc. (2013 to 2014)

Jennifer L. Leamer

Year of Birth: 1976

Since
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)

Matthew J. Beck

Year of Birth: 1988

Since
2018

Secretary
(July 2018 to present)

Senior Attorney of Ultimus Fund Solutions, LLC (2018 to present); General Counsel of The Nottingham Company (2014 to 2018)

 

32

 

 

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

Charles C. Black

Year of Birth: 1979

Since
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 1-800-514-3583.

 

33

 

 

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

 

 

The Board of Trustees (the “Board”), including the Independent Trustees voting separately, reviewed and approved the Previous Investment Advisory Agreement. The Board approved the Previous Investment Advisory Agreement at an in-person meeting held on April 22-23, 2018, at which all of the Trustees were present.

 

Legal counsel advised the Board during its deliberations. Additionally, the Board received and reviewed a substantial amount of information provided by the Previous Adviser in response to requests of the Board and counsel. In considering whether to approve the Previous Investment Advisory Agreement and in reaching its conclusions with respect thereto, the Board reviewed and analyzed various factors that it determined were relevant to the Previous Investment Advisory Agreement, including the following factors.

 

The nature, extent, and quality of the services provided by the Previous Adviser. In this regard, the Board reviewed the services being provided by the Previous Adviser to the Fund including, without limitation, its investment advisory services since the Fund’s inception, the Previous 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 in the Previous Adviser Memorandum (e.g., descriptions of its business and Form ADV), the Board concluded that the quality, extent, and nature of the services provided by the Previous 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 noted that the Fund had outperformed its custom peer group’s average performance for the one year period and the median performance since inception and slightly under performed its custom peer group’s average performance since the Fund’s inception; while underperforming its Morningstar category’s (World Large Stock Funds under $100 million, True No-Load) median and average performance for the one year period and since the Fund’s inception. The Board also considered the consistency of the Previous Adviser’s management with the Fund’s investment objective and policies. The Board indicated that the Previous Adviser had satisfactorily explained its performance results for the Fund. Following discussion of the investment performance of the Fund and its performance relative to its Morningstar category, the Previous 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 Previous Adviser and its affiliates from its relationship with the Fund. In this regard, the Board considered the Previous 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 Previous Adviser’s

 

34

 

 

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

 

 

advisory business; the asset level of the Fund; and the overall expenses of the Fund, including the advisory fee. The Board considered the expense limitation agreement with the Previous Adviser, and considered the Previous Adviser’s current and past fee reductions and expense reimbursements for the Fund. The Board further took into account the Previous Adviser’s commitment to continue the expense limitation agreement until at least January 1, 2020.

 

The Board also considered potential benefits for the Previous Adviser in managing the Fund, including promotion of the Previous 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 custom peer group, and above the average and median of funds of similar size and structure in the Fund’s Morningstar category, but less than the highest advisor fee in its Morningstar category. 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 custom peer group, and below the average and median for its Morningstar category. The Board also considered the fee charged by the Previous 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 Previous Adviser’s other clients were not indicative of any unreasonableness with respect to the advisory fees payable to the Fund. The Board further considered the investment strategy and style used by the Previous Adviser in managing the portfolio of the Fund. Following these comparisons and upon further consideration and discussion of the foregoing, the Board concluded that the advisory fee paid to the Previous 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 Previous Adviser involve both the advisory fee and the expense limitation agreement with the Previous Adviser. 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 expense limitation agreement. 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 Previous 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 Previous Adviser, given the Fund’s projected asset levels for the next year.

 

35

 

 

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

 

 

Brokerage and portfolio transactions. In this regard, the Board considered the Previous 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 Previous Adviser evaluates best execution; the method and basis for selecting and evaluating the broker-dealers used; and any anticipated allocation of portfolio business to persons affiliated with the Previous Adviser. After further review and discussion, the Board determined that the Previous 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 Previous Adviser’s process for allocating trades among its different clients, and the substance and administration of the Previous Adviser’s Code of Ethics. Following further consideration and discussion, the Board found that the Previous Adviser’s standards and practices relating to the identification and mitigation of potential conflicts of interests were satisfactory.

 

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

 

36

 

 

BLUE CURRENT GLOBAL DIVIDEND FUND
DISCLOSURE REGARDING APPROVAL OF INTERIM AND NEW INVESTMENT ADVISORY AGREEMENTS (Unaudited)

 

 

The Board of Trustees (the “Board”), including the Independent Trustees voting separately, has reviewed and approved the Fund’s Interim Investment Advisory Agreement and New Investment Advisory Agreement with the New Adviser for a 150-day term and a two-year term, respectively (the “Agreements”), subsequent to the termination of the Previous Investment Advisory Agreements between the Fund the Previous Adviser. The Previous Investment Advisory Agreements terminated upon the acquisition of the Previous Adviser by the New Adviser, which closed on August 1, 2018 (the “Transaction”). The New Adviser is expected to retain the same principals and officers as the Previous Adviser, and the Fund’s portfolio managers are expected to remain the same, but the New Adviser is wholly owned by Focus Financial Partners, LLC, which is in turn controlled by its managing member, Focus Financial Partners, LLC, which is in turn controlled by its managing member, Focus Financial Partners, Inc. a publicly traded company (collectively, “Focus”). The Board approved the Agreements at an in-person meeting held on July 23-24, 2018, at which all of the Trustees were present.

 

Legal counsel advised the Board during its deliberations. Additionally, the Board received and reviewed a substantial amount of information provided by the New Adviser in response to requests of the Board and counsel. In considering whether to approve the Agreements and in reaching its conclusions with respect thereto, the Board reviewed and analyzed various factors that it determined were relevant to the Agreements, including the following factors.

 

The nature, extent, and quality of the services provided by the New Adviser. In this regard, the Board reviewed the services being provided by the current portfolio management team to the Fund including, without limitation, the investment advisory services since the Fund’s inception, and their efforts to promote the Fund and assist in its distribution. The Board also considered the New Adviser’s proposed services to the Fund including, without limitation, the New Adviser’s procedures for formulating investment recommendations and assuring compliance with the Fund’s investment objective and limitations; proposed marketing and distribution efforts; and the New Adviser’s compliance procedures and practices. The Board considered that the New Adviser was only recently organized, but the New Adviser had made representations to the Board that no changes were anticipated in the portfolio management team or investment approach as a result of the Transaction. After reviewing the foregoing information and further information regarding the New Adviser’s business (including information in the Form ADV), the Board concluded that the quality, extent, and nature of the services to be provided by the New Adviser were satisfactory and adequate for the Fund.

 

The investment management capabilities and experience of the New Adviser. In this regard, the Board considered the representations by the New Adviser that the portfolio management team at the Previous Adviser providing investment management services to the Fund had been retained by the New Adviser and that they are expected to continue providing the same investment management services to the Fund after the closing of the

 

37

 

 

BLUE CURRENT GLOBAL DIVIDEND FUND
DISCLOSURE REGARDING APPROVAL OF INTERIM AND NEW INVESTMENT ADVISORY AGREEMENTS (Unaudited) (Continued)

 

 

Transaction. The Board also considered the experience of other personnel at the New Adviser’s parent company and affiliates. After consideration of these and other factors, the Board determined that the New Adviser will have the requisite experience to serve as investment adviser 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 indexes, custom peer group and related Morningstar category. The Board also considered the consistency of the Previous Adviser’s management with the Fund’s investment objective and policies and representations by the New Adviser that no anticipated changes to the Fund’s portfolio management team is expect as a result of the Transaction. The Board noted that while relative to its custom peer group and funds of similar size and structure in the Fund’s Morningstar category (World Large Stock Funds under $100 million, True no-Load), the Fund had underperformed the custom peer groups’ average and median for the one year period, and underperformed the Morningstar category’s average for the one and three year periods, the Fund had outperformed the custom peer group’s average and median for the three year period. The Board also noted that the Fund’s portfolio management team had provided a reasonable explanation for the differences in the performance results. Following discussion of the investment performance of the Fund, the experience of the Fund’s portfolio management team in managing the 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 New Adviser and its affiliates from its relationship with the Fund. In analyzing the cost of services and potential profitability of the New Adviser from its relationship with the Fund, the Board considered that the Transaction would result in no changes to the advisory fee charged to the Fund under the advisory Agreements with the New Adviser and that the Fund would pay the same advisory fee it currently pays under the advisory Agreements with the Previous Adviser. Further, the Board noted that the New Adviser has agreed to a new expense limitation agreement substantially similar to the original expense limitation agreement with the Previous Adviser and the New Adviser’s commitment to continue the expense limitation agreement for the Fund until at least January 1, 2020. The Board also considered the New Adviser’s proposed staffing, personnel, and methods of operations; the education and experience of those personnel; compliance program, policies, and procedures; financial condition and the level of commitment to the Fund, and, generally, the New Adviser’s proposed advisory business; the asset level of the Fund; and the overall expenses of the Fund, including the advisory fee.

 

The Board also considered potential benefits for the New Adviser in managing the Fund, including promotion of the New 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 under the proposed advisory Agreements with the

 

38

 

 

BLUE CURRENT GLOBAL DIVIDEND FUND
DISCLOSURE REGARDING APPROVAL OF INTERIM AND NEW INVESTMENT ADVISORY AGREEMENTS (Unaudited) (Continued)

 

 

New Adviser and new expense limitation agreement with the New Adviser to the average advisory fees and average expense ratios for its custom peer group and Morningstar category. The Board noted that the proposed 0.99% advisory fee under the proposed advisory Agreements with the New Adviser was the same advisory fee rate as charged under the advisory Agreements with the Previous Adviser and was above the average and the median for the Fund’s custom peer group and Morningstar category, but less than the highest advisory fee in the custom peer group and Morningstar category. The Board further noted that the proposed Fund’s overall annual expense ratio of 0.99% and 1.24% for the Institutional Class and Investor Class, respectively, was the same provided under the expense limitation agreement with the Previous Adviser and that the expense ratio of the Institutional Class is lower than the Morningstar category’s average and median expense ratio, and was higher than its peer group’s average and median expense ratio. The Board also considered the proposed fees to be charged by the New Adviser to its other accounts with substantially similar strategies as the Fund and considered the similarities and differences of services to be provided to such other accounts as compared to the services to be provided the Fund. The Board noted that the proposed fee structure applicable to the New Adviser’s other clients were no indicative of any unreasonableness with respect to the advisory fees to be paid by the Fund. The Board further considered the investment strategy and style to be used by the New Adviser in managing the Fund. Following these comparisons and upon further consideration and discussion of the foregoing, the Board concluded that the proposed advisory fee to be paid to the New Adviser and expense cap under the new expense limitation agreement with the New Adviser 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 New Adviser involve both the advisory fee and the new expense limitation agreement. The Board determined that while the advisory fee remained the same as asset levels increased, the shareholders of the Fund will continue to experience benefits under the new expense limitation agreement 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 proposed fee arrangements with the New Adviser would provide benefits for the next two years, and the Board could review the arrangements going forward as necessary. After further discussion, the Board concluded the Fund’s arrangements with the New Adviser were fair and reasonable in relation to the nature and quality of services to be provided by the New Adviser.

 

Brokerage and portfolio transactions. In this regard, the Board considered the New Adviser’s policies and procedures as they relate to seeking best execution for its clients and noted that they were expected to be similar to those of the Previous Adviser. The

 

39

 

 

BLUE CURRENT GLOBAL DIVIDEND FUND
DISCLOSURE REGARDING APPROVAL OF INTERIM AND NEW INVESTMENT ADVISORY AGREEMENTS (Unaudited) (Continued)

 

 

Board also considered the historical portfolio turnover rate for the Fund; the method and basis for selecting and evaluating the broker-dealers used; any anticipated allocation of portfolio business to persons affiliated with the New Adviser; and the extent to which the Fund’s trades may be allocated to soft-dollar arrangements. After further review and discussion, the Board determined that the New 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 to be assigned to the Fund, the New Adviser’s process for allocating trades among its different clients, and the substance and administration of the New Adviser’s Code of Ethics. The Board also considered the New Adviser’s anticipated other clients, including clients that may have similar types of investment objectives and strategies as the Fund. Following further consideration and discussion, the Board determined that the New Adviser’s standards and practices relating to the identification and mitigation of potential conflicts of interests were satisfactory.

 

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

 

40

 

 

 

 

 

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Annual Report

 

August 31, 2018

 

 

 

MARSHFIELD CONCENTRATED OPPORTUNITY FUND

LETTER TO SHAREHOLDERS

September 21, 2018

 

During the fiscal year ended August 31, 2018, the Marshfield Concentrated Opportunity Fund (the “Fund”) returned 24.70%, compared to the 19.66% return for the S&P 500 Index.

 

Since the Fund’s inception in late 2015, we have used these letters to reiterate our agnosticism about the macroeconomic and political environment. We refrain from predicting economic events and trends, but we do pay attention to current domestic and global developments because that 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 changes in such things as end market demand. In the absence of good, actionable information about large trends, we always believe it is in the interest of the fund and its shareholders to 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 which cannot be exploited by competitors, 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, making sure our investments can withstand shocks and not only survive, but thrive in any type of external environment.

 

The U.S. equity market in the year ended August 31, 2018 was characterized by a moderately strengthening macro economy and increasing equity prices. Compared to the previous year, which included the surprise election of U.S. President Donald Trump, this year saw positive macro trends that were reasonably stable and consistent despite the near-constant noise produced by the U.S. political environment, which we do our best to tune out when making decisions about securities. One important political event that did have an impact on security pricing and valuations was the passage of the 2017 Tax Cut and Jobs Act in December 2017, which cut U.S. corporate tax rates from 35% to 21%, boosting the values of the majority of the stocks in our portfolio, given the fund’s strong concentration of U.S.-based earnings.

 

While the portfolio in general benefitted from the improving U.S. economy, many individual names ran their businesses exceptionally well, leading to strong stock market outperformance. Strategic Education (STRA, formerly Strayer Education, up over 73%) continued to attract new students at all degree levels, including more students entering the university via corporate partnerships. Strategic Education completed its merger with Capella Education in August, creating a stronger for-profit education provider with strength in both classroom education and online learning. O’Reilly Autoparts (ORLY, up 71%) and AutoZone (AZO, up 45%) both improved on a cyclically low 2017, taking share from local competitors and growing their sales on the commercial side of the business, selling more parts to independent garages. Mastercard (MA, up 62%) and Visa (V, up 42%) both continued to benefit from the switch from cash to electronic payments, growing significantly faster than the economy in nearly all geographies in which they operate.

 

1

 

 

 

Moody’s (MCO, up 33% for the year) was the single-biggest contributor to the fund’s outperformance in 2018 given its large size within the fund. Our thesis on Moody’s – it is the biggest player in the global credit ratings market, a market integral to the operation of the financial system, combined with a strong subscription business in their Analytics segment – proved prescient in 2018. Chipotle (CMG, up 50%) was the second biggest contributor to our performance. We owned a position in the stock entering the year, and with a weaker-than-expected recovery in late 2017, we took the opportunity to add to the position in the first and second quarters of the year. Subsequent to our purchase, the company named a new CEO, embarked on a simplified but strong recovery plan, and improved same-store sales, bolstering the stock price.

 

Three stocks in the portfolio declined in value during the year. Cummins (CMI, down 11%) saw improving performance in their underlying business, but headwinds from potential tariffs and trade war threats, along with a product recall campaign, hurt margins and ultimately led to a decline in the stock price. Arch Capital (ACGL, down 6%) had superior results in their mortgage insurance business, but pressure in the insurance and reinsurance markets and the absence of anticipated pricing power from the 2017 hurricane season challenged the business. NVR (NVR, down 2%) was a top performing stock a year ago but declined during the year as the strong market continued in residential home construction, albeit at a slower pace.

 

Our historical track record is one of limited turnover, and that was true again this year. We sold one position in its entirety while trimming the size of another position due to significant price appreciation. We sold our position in U.S. Bancorp following the significant run up in commercial bank stocks in the year following the 2016 election. While we believe their business is well run, the commercial banking space is exceptionally competitive and we believe it to be unlikely they will earn outsized returns in the future. Along with a premium price relative to what we believe to be its intrinsic value and a change in leadership at the top which could portend cultural shifts, we felt it best to part with the position in early 2018. NVR climbed over 27% in the first quarter of the fund’s fiscal year, pushing the stock significantly above our intrinsic value estimate and our own internal guideposts, triggering a partial sale of the name. While we have no qualms with the qualitative aspects of this high-return homebuilding business, we felt it prudent to trim the size of our position given the high price.

 

We did not add any new names during the fiscal year but took advantage of reductions in share prices to add to our positions in Arch Capital, Chipotle, AutoZone, and O’Reilly Auto Parts (mentioned above). A slight decline in the price of Goldman Sachs (GS) also allowed us to increase the size of the position in the fund. Each of the additions is intended to be a long-term holding. While the additions (save Goldman Sachs) experienced an increase in their stock prices from the time we purchased them until the end of the year, we buy stocks for their anticipated business and stock performance over the course of at least a business cycle, not just a single fiscal year.

 

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

 

2

 

 

 

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, 2018, 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, 2018)

 

1 Year

Since
Inception
(b)

 

Marshfield Concentrated Opportunity Fund(a)

24.70%

18.60%

 

S&P 500® Index

19.66%

15.64%

 

 

(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, 2018 (Unaudited)

 

 

Portfolio Allocation (% of Net Assets)

 

Top 10 Equity Holdings

 

 

Security Description

% of Net Assets

Moody's Corporation

10.6%

Arch Capital Group Ltd.

7.7%

Chipotle Mexican Grill, Inc.

6.1%

Deere & Company

5.3%

AutoZone, Inc.

5.2%

Mastercard, Inc. - Class A

5.0%

Goldman Sachs Group, Inc. (The)

4.9%

Visa, Inc. - Class A

4.7%

Fastenal Company

4.5%

Expeditors International of Washington, Inc.

4.4%

 

5

 

 

 

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
SCHEDULE OF INVESTMENTS
August 31, 2018

COMMON STOCKS — 85.1%

 

Shares

   

Value

 

Consumer Discretionary — 28.9%

               

Diversified Consumer Services — 3.8%

               

Strategic Education, Inc.

    6,144     $ 852,603  
                 

Hotels, Restaurants & Leisure — 10.0%

               

Chipotle Mexican Grill, Inc. (a)

    2,958       1,405,582  

Yum! Brands, Inc.

    10,186       885,062  
              2,290,644  

Household Durables — 2.0%

               

NVR, Inc. (a)

    172       458,973  
                 

Specialty Retail — 13.1%

               

AutoZone, Inc. (a)

    1,553       1,190,965  

O'Reilly Automotive, Inc. (a)

    2,919       979,091  

Ross Stores, Inc.

    8,713       834,531  
              3,004,587  

Financials — 23.2%

               

Capital Markets — 15.5%

               

Goldman Sachs Group, Inc. (The)

    4,683       1,113,664  

Moody's Corporation

    13,649       2,429,795  
              3,543,459  

Insurance — 7.7%

               

Arch Capital Group Ltd. (a)

    57,978       1,772,388  
                 

Health Care — 0.9%

               

Life Sciences Tools & Services — 0.9%

               

Waters Corporation (a)

    1,124       212,976  
                 

Industrials — 22.4%

               

Air Freight & Logistics — 4.4%

               

Expeditors International of Washington, Inc.

    13,799       1,011,191  
                 

Machinery — 9.3%

               

Cummins, Inc.

    6,468       917,162  

Deere & Company

    8,396       1,207,345  
              2,124,507  

 

See accompanying notes to financial statements.

 

6

 

 

 

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS — 85.1% (Continued)

 

Shares

   

Value

 

Industrials — 22.4% (Continued)

               

Road & Rail — 4.2%

               

Union Pacific Corporation

    6,386     $ 961,859  
                 

Trading Companies & Distributors — 4.5%

               

Fastenal Company

    17,709       1,033,497  
                 

Information Technology — 9.7%

               

IT Services — 9.7%

               

Mastercard, Inc. - Class A

    5,333       1,149,581  

Visa, Inc. - Class A

    7,291       1,070,975  
              2,220,556  
                 

Total Common Stocks (Cost $14,502,877)

          $ 19,487,240  

 

MONEY MARKET FUNDS — 14.3%

 

Shares

   

Value

 

Goldman Sachs Financial Square Funds - Treasury Instruments Fund - Institutional Shares, 1.83% (b)

    1,581,495     $ 1,581,495  

Vanguard Treasury Money Market Fund, 1.95% (b)

    1,693,821       1,693,821  

Total Money Market Funds (Cost $3,275,316)

          $ 3,275,316  
                 

Total Investments at Value — 99.4% (Cost $17,778,193)

          $ 22,762,556  
                 

Other Assets in Excess of Liabilities — 0.6%

            135,685  
                 

Net Assets — 100.0%

          $ 22,898,241  

 

(a)

Non-income producing security.

(b)

The rate shown is the 7-day effective yield as of August 31, 2018.

See accompanying notes to financial statements.

 

7

 

 

 

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
STATEMENT OF ASSETS AND LIABILITIES
August 31, 2018

ASSETS

       

Investments in securities:

       

At cost

  $ 17,778,193  

At value (Note 2)

  $ 22,762,556  

Receivable for capital shares sold

    302,218  

Dividends receivable

    33,910  

Other assets

    9,557  

Total assets

    23,108,241  
         

LIABILITIES

       

Payable for securities purchased

    189,371  

Payable to Adviser (Note 4)

    5,163  

Payable to administrator (Note 4)

    7,680  

Other accrued expenses

    7,786  

Total liabilities

    210,000  
         

NET ASSETS

  $ 22,898,241  
         

NET ASSETS CONSIST OF:

       

Paid-in capital

  $ 17,590,808  

Undistributed net realized gains from investment transactions

    323,070  

Net unrealized appreciation on investments

    4,984,363  

NET ASSETS

  $ 22,898,241  
         

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

    1,489,833  
         

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

  $ 15.37  

 

See accompanying notes to financial statements.

 

8

 

 

 

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
STATEMENT OF OPERATIONS
For the Year Ended August 31, 2018

INVESTMENT INCOME

       

Dividend income

  $ 180,946  

Interest

    260  

Total investment income

    181,206  
         

EXPENSES

       

Investment advisory fees (Note 4)

    157,338  

Professional fees

    39,929  

Fund accounting fees (Note 4)

    30,657  

Administration fees (Note 4)

    29,000  

Transfer agent fees (Note 4)

    18,000  

Custody and bank service fees

    15,357  

Registration and filing fees

    13,771  

Compliance fees (Note 4)

    12,000  

Trustees' fees and expenses (Note 4)

    10,009  

Postage and supplies

    4,913  

Printing of shareholder reports

    4,065  

Insurance expense

    2,625  

Pricing fees

    575  

Other expenses

    7,720  

Total expenses

    345,959  

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

    (163,778 )

Net expenses

    182,181  
         

NET INVESTMENT LOSS

    (975 )
         

REALIZED AND UNREALIZED GAINS ON INVESTMENTS

       

Net realized gains from investment transactions

    505,753  

Net change in unrealized appreciation (depreciation) on investments

    3,106,123  

NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS

    3,611,876  
         

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

  $ 3,610,901  

 

See accompanying notes to financial statements.

 

9

 

 

 

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
STATEMENTS OF CHANGES IN NET ASSETS

 

 

Year
Ended
August 31,
2018

   

Year
Ended
August 31,
2017

 

FROM OPERATIONS

               

Net investment income (loss)

  $ (975 )   $ 6,721  

Net realized gains from investment transactions

    505,753       133,074  

Net change in unrealized appreciation (depreciation) on investments

    3,106,123       1,262,848  

Net increase in net assets resulting from operations

    3,610,901       1,402,643  
                 

FROM DISTRIBUTIONS TO SHAREHOLDERS (Note 2)

               

From net investment income

    (8,517 )     (11,998 )

From net realized gains

    (303,783 )     (31,503 )

Decrease in net assets from distributions to shareholders

    (312,300 )     (43,501 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    7,384,990       5,829,947  

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

    301,657       43,070  

Proceeds from redemption fees collected (Note 2)

    690        

Payments for shares redeemed

    (921,553 )     (289,433 )

Net increase in net assets from capital share transactions

    6,765,784       5,583,584  
                 

TOTAL INCREASE IN NET ASSETS

    10,064,385       6,942,726  
                 

NET ASSETS

               

Beginning of year

    12,833,856       5,891,130  

End of year

  $ 22,898,241     $ 12,833,856  
                 

UNDISTRIBUTED NET INVESTMENT INCOME

  $     $ 8,501  
                 

CAPITAL SHARE ACTIVITY

               

Shares sold

    513,412       484,894  

Shares reinvested

    21,796       3,775  

Shares redeemed

    (65,298 )     (24,060 )

Net increase in shares outstanding

    469,910       464,609  

Shares outstanding at beginning of year

    1,019,923       555,314  

Shares outstanding at end of year

    1,489,833       1,019,923  

 

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,
2018

   

Year
Ended
August 31,
2017

   

Period
Ended
August 31,
2016
(a)

 

Net asset value at beginning of period

  $ 12.58     $ 10.61     $ 10.00  
                         

Income from investment operations:

                       

Net investment income (loss)

    (0.00 )(b)     0.00  (b)     0.02  

Net realized and unrealized gains on investments

    3.08       2.04       0.59  

Total from investment operations

    3.08       2.04       0.61  
                         

Less distributions:

                       

From net investment income

    (0.01 )     (0.02 )      

From net realized gains

    (0.28 )     (0.05 )      

Total distributions

    (0.29 )     (0.07 )      
                         

Proceeds from redemption fees collected (Note 2)

    0.00  (b)            
                         

Net asset value at end of period

  $ 15.37     $ 12.58     $ 10.61  
                         

Total return (c)

    24.70 %     19.27 %     6.10 %(d)
                         

Net assets at end of period (000's)

  $ 22,898     $ 12,834     $ 5,891  
                         

Ratios/supplementary data:

                       

Ratio of total expenses to average net assets

    2.09 %     2.87 %     3.80 %(e)
                         

Ratio of net expenses to average net assets (f)

    1.10 %     1.10 %     1.22 %(e)
                         

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

    (0.01 %)     0.08 %     0.42 %(e)
                         

Portfolio turnover rate

    10 %     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, 2018

 

 

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 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

 

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 (“NAV”) as reported by such companies. When using a quoted price and when the market is considered active, the security will be classified as Level 1 within the fair value hierarchy (see below). Fixed income securities, if any, 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, 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,

 

12

 

 

 

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

such as the suspension or limitation of trading. As a result, the prices of securities used to calculate the Fund’s NAV may differ from quoted or published prices for the same securities.

 

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

 

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

 

 

Level 1 – quoted prices in active markets for identical securities

 

 

Level 2 – other significant observable inputs

 

 

Level 3 – significant unobservable inputs

 

The inputs or methods used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.

 

The following is a summary of the inputs used to value the Fund’s investments as of August 31, 2018:

 

 

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 19,487,240     $     $     $ 19,487,240  

Money Market Funds

    3,275,316                   3,275,316  

Total

  $ 22,762,556     $     $     $ 22,762,556  

 

 

Refer to the Fund’s Schedule of Investments for a listing of the common stocks by industry type. As of August 31, 2018, 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, 2018. 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, 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 years ended August 31, 2018 and 2017, proceeds from the redemption fees, recorded in capital, totaled $690 and $0, respectively.

 

13

 

 

 

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

Investment income – Dividend income is recorded on 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 investments sold are determined on a specific identification basis.

 

Common expenses – Common expenses of the Trust are allocated among the Fund and the other series of the Trust based on the relative net assets of each series 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 years ended August 31, 2018 and 2017 was as follows:

 

Year
Ended
   Ordinary
Income
   Long-Term
Capital
Gains
   Total
Distributions
 

8/31/2018

   $9,718   $302,582   $312,300 

8/31/2017

   $43,501   $   $43,501 

 

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.

 

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.

 

14

 

 

 

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

The following information is computed on a tax basis for each item as of August 31, 2018:

 

 

Tax cost of portfolio investments

  $ 17,780,889  

Gross unrealized appreciation

  $ 5,098,777  

Gross unrealized depreciation

    (117,110 )

Net unrealized appreciation

    4,981,667  

Undistributed ordinary income

    19,188  

Undistributed long-term capital gains

    306,578  

Distributable earnings

  $ 5,307,433  

 

 

The values of the federal income tax cost of portfolio investments and the tax components of distributable 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, 2018, 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

  $ 991  

Undistributed net realized gains from investment transactions

  $ (991 )

 

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, August 31, 2017 and August 31, 2018) 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, 2018, cost of purchases and proceeds from sales of investment securities, other than short-term investments, were $5,965,445 and $1,392,025, respectively.

 

15

 

 

 

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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 January 1, 2019, to reduce its investment advisory fees and reimburse other expenses to limit total annual operating expenses (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividend expenses on securities sold short; costs to organize the Fund; acquired fund fees and expenses; 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, 2018, the Adviser did not collect any of its investment advisory fees and reimbursed other operating expenses totaling $6,440.

 

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, 2018, the Adviser may seek repayment of investment advisory fee reductions and expense reimbursements in the amount of $398,538 no later than the dates as stated below:

 

 

August 31, 2019

  $ 85,254  

August 31, 2020

    149,506  

August 31, 2021

    163,778  

Total

  $ 398,538  

 

 

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.

 

16

 

 

 

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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 August 1, 2018, each Trustee who is not an “interested person” of the Trust (“Independent Trustee”) receives a $1,300 annual retainer from the Fund, paid quarterly, except for the Board Chairperson who receives a $1,500 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 August 1, 2018, each Independent Trustee received a $1,000 annual retainer from the Fund, paid quarterly, except for the Board Chairperson who received a $1,200 annual retainer from the Fund, paid quarterly. Each Independent Trustee also received from the Fund a fee of $500 for each Board meeting attended plus reimbursement for travel and other meeting-related expenses.

 

PRINCIPAL HOLDERS OF FUND SHARES

As of August 31, 2018, the following shareholders owned of record 5% or more of the outstanding shares of the Fund:

 

Name of Record Owner

% Ownership

D.A. Davidson & Co. (for the benefit of its customers)

28%

RBC Capital Markets, LLC (for the benefit of its customers)

13%

Marshfield Associates 401K Plan

11%

Christopher M. Niemczewski

9%

William K. Wilburn

8%

Elise J. Hoffmann

7%

Melissa Vinick Gilbert

6%

Carolyn Miller

6%

 

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

 

17

 

 

 

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

this sector, and therefore the value of the Fund’s portfolio will be adversely affected. As of August 31, 2018, the Fund had 28.9% of the value of its net assets invested in securities within the Consumer Discretionary sector.

 

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

 

Opinion on the Financial Statements

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, 2018, 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, including the related notes, and the financial highlights for each of the three periods in the period then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of August 31, 2018, 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.

 

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

 

Our audits include performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and confirmation of securities owned as of August 31, 2018, by correspondence with the custodian and broker. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Fund’s auditor since 2016.

 

COHEN & COMPANY, LTD.
Cleveland, Ohio
October 25, 2018

 

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, 2018) and held until the end of the period (August 31, 2018).

 

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

 

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

 

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

 

Hypothetical 5% return – This section is intended to help you compare the Fund’s ongoing costs with those of other mutual funds. It assumes that the Fund had an annual return of 5% before expenses during the period shown, but that the expense ratio is unchanged. In this case, because the return used is not the Fund’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the U.S. Securities and Exchange Commission (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,
2018

Ending
Account Value
August 31,
2018

Net
Expense
Ratio
(a)

Expenses
Paid During
Period
(b)

Based on Actual Fund Return

$1,000.00

$1,088.50

1.10%

$5.79

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.

 

21

 

 

 

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
FEDERAL TAX INFORMATION (Unaudited)

 

For the fiscal year ended August 31, 2018, the Fund designated $302,582 as long-term capital gain distributions subject to a maximum tax rate of 20%.

 

Qualified Dividend Income – The Fund designates 100% of its ordinary income dividends, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate 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 the Fund’s fiscal year ended August 31, 2018, 100% of ordinary income dividends qualifies for the corporate dividends received deduction.

 

22

 

 

 

MARSHFIELD CONCENTRATED OPPORTUNITY FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited)

 

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

Managing Director (1999 to present), Co-CEO (April 2018 to present), and President (1999 to April 2018) of Ultimus Fund Solutions, LLC and its subsidiaries (except as otherwise noted for FINRA-regulated broker dealer entities)

19

Interested Trustee of Capital Series Trust (10 Funds)

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.

19

None

David M. Deptula

Year of Birth: 1958

Since June 2012

Trustee

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

19

None

 

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

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

Chairperson (May 2016 to present)

 

Trustee

(June 2012 to present)

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

19

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 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 Low Beta Absolute Return 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)

Todd E. Heim

Year of Birth: 1967

Since 2014

Vice President (2014 to present)

Client Implementation Manager of Ultimus Managers Trust (2014 to present); Naval Flight Officer of United States Navy (1989 to present); Business Project Manager of Vantiv, Inc. (2013 to 2014)

 

24

 

 

 

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 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)

Matthew J. Beck

Year of Birth: 1988

Since 2018

Secretary

(July 2018 to present)

Senior Attorney of Ultimus Fund Solutions (2018 to present); General Counsel of The Nottingham Company (2014 to 2018)

Charles C. Black

Year of Birth: 1979

Since 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 1-855-691-5288.

 

25

 

 

 

 

 

Topturn OneEighty Fund

 

Annual Report

 

August 31, 2018

 

Topturn OneEighty Fund
LETTER TO SHAREHOLDERS

August 31, 2018

 

Dear Fellow Shareholders:

 

For the twelve months ended August 31, 2018, the Topturn OneEighty Fund (TTFOX) (the “Fund”) returned 6.4% versus a benchmark return of 1.4% for the Morningstar Diversified Alternatives Total Return Index. From inception on September 1, 2015, the Fund delivered a cumulative return of +22.4%, or 7.0% annualized, versus a benchmark return of +5.1%, or 1.7% annualized, for the Morningstar Diversified Alternatives Total Return Index.

 

To fully understand and appreciate Fund performance over the past twelve months, a brief overview of market dynamics covering the same time frame is in order. The start of the most recent twelve-month fund period was highlighted by a widely expected announcement by the Federal Reserve during its September 2017 meeting. The announced program of balance sheet normalization, in effect resulting in Quantitative Tightening (QT) on top of continued increases in the discount rate policy, though largely anticipated, put most asset classes under pressure. Eventually, trades that had worked well after the U.S. presidential elections, found renewed strength as U.S. tax reform policy took center stage.

 

Moving into December 2017, three key elements seemed to be driving securities markets. First, Bitcoin was on full display with prices doubling in just a few weeks. There are few available comparisons to similar price movements of an asset class, though the great silver spike, and bubble, of 1980 comes to mind. Risk appetite continued to increase across asset classes until, during the middle of the month, the Fed raised interest rates, and Bitcoin started to crater. Ultimately, the first major tax reform since 1986 was passed, and after some initial weakness across asset classes, a division started to develop. Fixed assets that would be hurt from higher inflation, like U.S. Treasuries and the U.S. Dollar, started to trend downward, while assets that tend to hold up when inflation is rising performed well.

 

As the month of January 2018 progressed, a case of “FOMO” (Fear of missing out) seemed to kick in, with equities, metals, and other commodities rallying significantly. With yields on the 10-year U.S. Treasury approaching 3% in late January, and with equity market sentiment reaching record highs, the markets saw a return of volatility, at levels not experienced for the better part of 2 years. As most asset classes sold off, the downturn was compounded by problems that arose in volatility derivatives which triggered additional downward pressure. By the time the steep decline had abated, all gains from January had been given back…and then some. As markets reached oversold conditions, they finally found some footing and regained a bit of ground into the end of February 2018.

 

As the 3rd quarter began, equity assets continued to rebound from their first correction in about 500 market days. However, with a lack of broad participation (breadth) and the rise of fears about tariffs and privacy issues surrounding Facebook, market selling pressure resumed and the lows seen in February were once again tested. This said, selling pressure was not as extreme as in early February and markets found support as geopolitical concerns started to abate and equity assets and commodities started to rally. That proved to be short lived as concerns over global trade and doubts surrounding the collapse of a planned summit with North Korea put markets under pressure into the close of the quarter.

 

1

 

 

As the 4th quarter began, a relief rally in global equities also proved short lived, and markets began to correct once again as global tariff and trade fears took center stage. Couple that with rising interest rates, and most asset classes trended lower throughout the end of the fund year. One notable exception has been US stock markets, which have continued to benefit from lower corporate tax rates and the repatriation of overseas profits that have increased dividends, buybacks, and capital investment. This has provided tailwinds to the US economy as seen in the recently reported strong GDP numbers, low unemployment rates, and increases in personal income and consumer spending growth.

 

So much for markets, now for a discussion of the Fund. As the Fund’s fiscal year began, defensive positioning in the portfolio and a rotation from growth to cyclical value sectors caused increased portfolio volatility and turnover and resulted in a drag on performance. The portfolio, however, continued to benefit from gradually increasing global exposure and new positioning in the oil sector. After the Fed meeting in late September, the portfolio was increasingly tilted towards cyclical value exposures, allowing the portfolio to participate in rallying global equity markets.

 

As mentioned earlier, volatility increased markedly during the 1st quarter with not only rotations between risk-on and risk-off positions, but also sector rotations within several asset classes (Growth vs Value) taking place. Tactical positioning in response to these rotations caused portfolio turnover to be much higher than previous quarters. These types of rotations are common around significant turning points in markets and should last only until new intermediate-term trends are established, at which point we would expect turnover to recede somewhat.

 

As the 2nd quarter began, the portfolio continued its rotation from growth to cyclical value sectors to take advantage of strongly trending markets, driven by the perceived benefits that those sectors would enjoy as result of tax reform. As the quarter progressed, exposure to fixed income assets was reduced, as bond market losses accelerated.

 

With interest rates and volatility spiking, and most major asset classes turning lower, the portfolio began to tactically rotate defensively, with hedging positions in volatility and cash being the preferred destinations for investment exposure. During periods of short-lived corrections, this defensive positioning can become a drag on performance. That said, the rebound in equity markets, to this point, has lacked some bullish signals in breadth thrust indicators that are typically associated with healthy bull market moves. Time will tell whether these warning signs carry weight.

 

In March the portfolio continued its rotation from safe-haven assets to risk assets to take advantage of rebounding markets, driven by oversold conditions and extreme short-term sentiment. That rally was short lived as risk assets turned lower once again. Exposure was reduced to equities as losses accelerated.

 

With a successful test of the recent lows, major asset classes turned higher, and the portfolio began to tactically rotate towards risk assets again, with hedging positions in volatility, bonds and cash being reduced. Renewed weakness into the end of the quarter generated some bearish signals in several of our intermediate term equity trend indicators.

 

As global equities and fixed income assets trended lower, the portfolio rotated towards US equities and tactical trades in various commodities that benefited from strong inflationary fears.

 

2

 

 

Now, let’s take a look forward by first taking a quick look back. Over the three years ending August 31, the fund returned 7.00% per year, compared to 1.7% for the Morningstar Diversified Alternatives Index. While we are pleased with these results and have continued confidence in our strategy, after a great deal of consideration, we have decided that it is in the best interest of our shareholders to liquidate the fund. We intend to offer a similar strategy directly in client accounts. This process is already underway and we expect to have the fund’s liquidation completed by the end of October, 2018.

 

Your continued trust and interest in Topturn OneEighty Fund over the past three years is noted and greatly appreciated.

 

Warm regards,

 

Greg Stewart
Chief Investment Officer / Portfolio Manager

 

3

 

 

Past performance is not predictive of future performance. Investment results and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Performance data current to the most recent month-end are available by calling 1-888-261-2884.

 

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, 2018, 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.

 

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

 

 

Topturn OneEighty Fund
PERFORMANCE INFORMATION
August 31, 2018 (Unaudited)

 

 

Comparison of the Change in Value of a $10,000 Investment
in the Topturn OneEighty Fund versus the
Morningstar Diversified Alternative Total Return Index

 

Average Annual Total Returns

(for periods ended August 31, 2018)

 
 

1 Year

Since
Inception
(b)

 

Topturn OneEighty Fund(a)

6.38%

6.96%

 

Morningstar Diversified Alternative Total Return Index

1.36%

1.68%

 

 

(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.

 

5

 

 

Topturn OneEighty Fund
PORTFOLIO INFORMATION
August 31, 2018 (Unaudited)

 

 

Sector Diversification (% of Net Assets)

 

Top 10 Equity Holdings

 

 

Security Description

% of Net Assets

iShares Core S&P 500® ETF

16.3%

iShares Core S&P Small-Cap ETF

10.7%

Invesco QQQ Trust Series 1

9.5%

Vanguard Dividend Appreciation ETF

7.6%

iShares TIPS Bond ETF

5.8%

SPDR® Bloomberg Barclays High Yield Bond ETF

4.4%

iShares iBoxx $ Investment Grade Corporate Bond ETF

4.3%

SPDR® S&P 500® ETF Trust

3.5%

iShares 1-3 Year Treasury Bond ETF

3.2%

Invesco DB U.S. Dollar Index Bullish Fund

3.0%

 

6

 

 

Topturn OneEighty Fund
SCHEDULE OF INVESTMENTS
August 31, 2018

EXCHANGE-TRADED FUNDS — 96.4%

 

Shares

   

Value

 

Commodities & Currencies — 11.9%

               

Invesco CurrencyShares Japanese Yen Trust (a)

    10,200     $ 878,118  

Invesco DB Agriculture Fund (a)

    25,300       431,618  

Invesco DB U.S. Dollar Index Bullish Fund (a)

    35,400       891,726  

United States Natural Gas Fund® LP (a)

    36,900       883,755  

United States Oil Fund® LP (a)

    30,900       454,539  
              3,539,756  

Energy Limited Partnerships — 1.4%

               

JPMorgan Alerian MLP Index ETN

    15,100       420,837  
                 

REITS — 1.5%

               

Vanguard Real Estate ETF

    5,400       453,870  
                 

U.S. Fixed Income — 26.5%

               

iShares 1-3 Year Treasury Bond ETF

    11,300       941,742  

iShares 20+ Year Treasury Bond ETF

    4,800       580,776  

iShares 7-10 Year Treasury Bond ETF

    3,400       348,874  

iShares Floating Rate Bond ETF

    15,000       765,900  

iShares iBoxx $ Investment Grade Corporate Bond ETF

    11,200       1,292,928  

iShares TIPS Bond ETF

    15,500       1,737,395  

Schwab U.S. TIPS ETF

    10,000       546,400  

SPDR® Bloomberg Barclays High Yield Bond ETF

    36,400       1,310,400  

Vanguard Intermediate-Term Treasury ETF

    6,200       388,740  
              7,913,155  

U.S. Large Cap Equities — 44.4%

               

Invesco QQQ Trust Series 1

    15,200       2,837,080  

Invesco S&P 500® Equal Weight ETF

    3,400       364,174  

iShares Core S&P 500® ETF

    16,600       4,854,504  

iShares Edge MSCI Minimum Volatility USA ETF

    7,700       435,743  

iShares Edge MSCI USA Momentum Factor ETF

    6,300       744,534  

iShares Edge MSCI USA Quality Factor ETF

    4,900       439,726  

iShares Edge MSCI USA Value Factor ETF

    2,700       238,977  

SPDR® S&P 500® ETF Trust

    3,600       1,045,116  

Vanguard Dividend Appreciation ETF

    20,800       2,274,688  
              13,234,542  

U.S. Small Cap Equities — 10.7%

               

iShares Core S&P Small-Cap ETF

    35,400       3,196,974  
                 

Total Exchange-Traded Funds (Cost $26,616,139)

          $ 28,759,134  

 

 

7

 

 

Topturn OneEighty Fund
SCHEDULE OF INVESTMENTS (Continued)

MONEY MARKET FUNDS — 3.7%

 

Shares

   

Value

 

Fidelity Institutional Money Market Government Portfolio - Class I, 1.823% (b) (Cost $1,115,349)

    1,115,349     $ 1,115,349  
                 

Total Investments at Value — 100.1% (Cost $27,731,488)

          $ 29,874,483  
                 

Liabilities in Excess of Other Assets — (0.1%)

            (31,767 )
                 

Net Assets — 100.0%

          $ 29,842,716  

 

(a)

Non-income producing.

(b)

The rate shown is the 7-day effective yield as of August 31, 2018.

See accompanying notes to financial statements.

 

 

8

 

 

Topturn OneEighty Fund
STATEMENT OF ASSETS AND LIABILITIES
August 31, 2018

ASSETS

       

Investments in securities:

       

At cost

  $ 27,731,488  

At value (Note 2)

  $ 29,874,483  

Dividends receivable

    9,987  

Other assets

    3,748  

Total assets

    29,888,218  
         

LIABILITIES

       

Payable to Adviser (Note 4)

    31,238  

Payable to administrator (Note 4)

    7,270  

Other accrued expenses

    6,994  

Total liabilities

    45,502  
         

NET ASSETS

  $ 29,842,716  
         

NET ASSETS CONSIST OF:

       

Paid-in capital

  $ 27,397,102  

Distributions in excess of net investment income

    (55,607 )

Accumulated net realized gains from investment transactions

    358,226  

Net unrealized appreciation on investments

    2,142,995  

NET ASSETS

  $ 29,842,716  
         

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

    2,569,332  
         

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

  $ 11.61  

 

See accompanying notes to financial statements.

 

9

 

 

Topturn OneEighty Fund
STATEMENT OF OPERATIONS
Year Ended August 31, 2018

INVESTMENT INCOME

       

Dividend income

  $ 514,748  
         

EXPENSES

       

Investment advisory fees (Note 4)

    277,235  

Professional fees

    39,911  

Fund accounting fees (Note 4)

    32,769  

Administration fees (Note 4)

    30,047  

Compliance fees (Note 4)

    12,960  

Transfer agent fees (Note 4)

    12,000  

Trustees’ fees and expenses (Note 4)

    10,023  

Custody and bank service fees

    6,947  

Registration and filing fees

    5,452  

Printing of shareholder reports

    3,761  

Insurance expense

    2,641  

Postage and supplies

    2,490  

Other expenses

    12,422  

Total expenses

    448,658  

Previous investment advisory fee reductions recouped by the Adviser (Note 4)

    36,502  

Net expenses

    485,160  
         

NET INVESTMENT INCOME

    29,588  
         

REALIZED AND UNREALIZED GAINS ON INVESTMENTS

       

Net realized gains from investment transactions

    779,371  

Long-term capital gain distributions from regulated investment companies

    36,818  

Net change in unrealized appreciation (depreciation) on investments

    774,086  

NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS

    1,590,275  
         

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

  $ 1,619,863  

 

See accompanying notes to financial statements.

 

10

 

 

Topturn OneEighty Fund
STATEMENTS OF CHANGES IN NET ASSETS

 

 

Year
Ended
August 31,
2018

   

Year
Ended
August 31,
2017

 

FROM OPERATIONS

               

Net investment income

  $ 29,588     $ 10,485  

Net realized gains from investment transactions

    779,371       544,970  

Long-term capital gain distributions from regulated investment companies

    36,818       5,329  

Net change in unrealized appreciation (depreciation) on investments

    774,086       820,115  

Net increase in net assets resulting from operations

    1,619,863       1,380,899  
                 

DISTRIBUTIONS TO SHAREHOLDERS (Note 2)

               

From net investment income

    (47,112 )     (47,476 )

From net realized gains on investments

    (992,878 )     (91,639 )

Decrease in net assets from distributions to shareholders

    (1,039,990 )     (139,115 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    5,231,915       9,824,988  

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

    1,039,990       139,114  

Payments for shares redeemed

    (1,737,627 )     (2,851,411 )

Net increase in net assets from capital share transactions

    4,534,278       7,112,691  
                 

TOTAL INCREASE IN NET ASSETS

    5,114,151       8,354,475  
                 

NET ASSETS

               

Beginning of year

    24,728,565       16,374,090  

End of year

  $ 29,842,716     $ 24,728,565  
                 

DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME

  $ (55,607 )   $ (42,136 )
                 

CAPITAL SHARE ACTIVITY

               

Shares sold

    453,802       902,357  

Shares reinvested

    91,953       13,161  

Shares redeemed

    (151,928 )     (266,074 )

Net increase in shares outstanding

    393,827       649,444  

Shares outstanding at beginning of year

    2,175,505       1,526,061  

Shares outstanding at end of year

    2,569,332       2,175,505  

 

See accompanying notes to financial statements.

 

11

 

 

Topturn OneEighty Fund
FINANCIAL HIGHLIGHTS

Per Share Data for a Share Outstanding Throughout Each Period

 

 

Year
Ended
August 31,
2018

   

Year
Ended
August 31,
2017

   

Period
Ended
August 31,
2016
(a)

 

Net asset value at beginning of period

  $ 11.37     $ 10.73     $ 10.00  
                         

Income from investment operations:

                       

Net investment income

    0.02       0.01       0.03  

Net realized and unrealized gains on investments

    0.69       0.72       0.73  

Total from investment operations

    0.71       0.73       0.76  
                         

Less distributions:

                       

From net investment income

    (0.02 )     (0.03 )     (0.03 )

From net realized gains on investments

    (0.45 )     (0.06 )     (0.00 )(b)

Total distributions

    (0.47 )     (0.09 )     (0.03 )
                         

Net asset value at end of period

  $ 11.61     $ 11.37     $ 10.73  
                         

Total return (c)

    6.38 %     6.85 %     7.65 %(d)
                         

Net assets at end of period (000’s)

  $ 29,843     $ 24,729     $ 16,374  
                         

Ratios/supplementary data:

                       

Ratio of total expenses to average net assets (e)

    1.75 %(f)     2.03 %     2.38 %(g)
                         

Ratio of net expenses to average net assets (e)

    1.75 %(h)     1.75 %(h)     1.75 %(g)(h)
                         

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

    0.11 %(h)     0.05 %(h)     0.32 %(g)(h)
                         

Portfolio turnover rate

    453 %     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 including prior years’ advisory fee reductions recouped by the Adviser in the amount of 0.13% (Note 4).

(g)

Annualized.

(h)

Ratio was determined after advisory fee reductions or recoupments (Note 4).

(i)

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.

See accompanying notes to financial statements.

 

12

 

 

Topturn OneEighty Fund
NOTES TO FINANCIAL STATEMENTS
August 31, 2018

 

 

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 investment objective of the Fund is to seek long-term capital appreciation.

 

2. Significant Accounting Policies

 

The following is a summary of the Fund’s significant accounting policies used in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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 (“NAV”) 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 (see below). In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value 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, depending on the inputs used. Unavailable or unreliable market quotes may be due to the following factors: a substantial bid-ask spread; infrequent sales resulting in stale prices; insufficient trading volume; small trade sizes; a temporary lapse in any reliable pricing source; and actions of the securities or futures markets, such as the suspension or limitation of trading. As a result, the prices of securities used to calculate the Fund’s NAV may differ from quoted or published prices for the same securities.

 

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-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.

 

13

 

 

Topturn OneEighty Fund
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

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, 2018:

 

 

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Exchange-Traded Funds

  $ 28,759,134     $     $     $ 28,759,134  

Money Market Funds

    1,115,349                   1,115,349  

Total

  $ 29,874,483     $     $     $ 29,874,483  

 

 

As of August 31, 2018, 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, 2018. 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). Long-term capital gain distributions received from underlying funds are reclassed as a reduction of dividend income to realized capital gains. The actual tax character of income, realized capital gains and return of capital distributions from underlying funds may not be known until after the end of the fiscal year, at which time appropriate adjustments are recorded. Interest income is accrued as earned.

 

Investment transactions – Investment transactions are accounted for on the trade date. Realized gains and losses on investments sold are determined on a specific identification basis.

 

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

 

14

 

 

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 years ended August 31, 2018 and 2017 was as follows:

 

Year Ended

 

Ordinary
Income

   

Long-Term
Capital Gains

   

Total
Distributions

 

8/31/2018

  $ 519,775     $ 520,215     $ 1,039,990  

8/31/2017

  $ 121,974     $ 17,141     $ 139,115  

 

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.

 

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, 2018:

 

 

Tax cost of portfolio investments

  $ 27,876,035  

Gross unrealized appreciation

  $ 2,160,772  

Gross unrealized depreciation

    (162,324 )

Net unrealized appreciation

    1,998,448  

Undistributed ordinary income

    229,397  

Undistributed long-term capital gains

    273,376  

Accumulated capital and other losses

    (55,607 )

Accumulated earnings

  $ 2,445,614  

 

 

15

 

 

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, 2017 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, 2018, the Fund deferred $55,607 of late year ordinary losses to September 1, 2018 for federal income tax purposes.

 

For the year ended August 31, 2018, 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:

 

Paid-in Capital

Distributions in excess

of net investment income

Accumulated net realized gains

from investment transactions

$ —

$4,053 $(4,053)

 

Such reclassification, the result of permanent differences between 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 through August 31, 2018) 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, 2018, cost of purchases and proceeds from sales of investment securities, other than short-term investments, were $121,675,811 and $118,601,801, 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. 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.

 

16

 

 

Topturn OneEighty Fund
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

Pursuant to an Expense Limitation Agreement (“ELA”), the Adviser has contractually agreed, until August 31, 2019, 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; costs to organize the Fund; acquired fund fees and expenses; 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, as amended (the “1940 Act”)) to an amount not exceeding 1.75% of the Fund’s average daily net assets. During the year ended August 31, 2018, the Adviser did not reduce its advisory fee.

 

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. During the year ended August 31, 2018, the Adviser recouped past fee reductions in the amount of $36,502. As of August 31, 2018, the Adviser may seek recoupment of investment advisory fee reductions totaling $90,993 no later than the dates stated below:

 

 

August 31, 2019

  $ 36,011  

August 31, 2020

    54,982  

Total

  $ 90,993  

 

 

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 August 1, 2018, each Trustee who is not an “interested person” of the Trust (“Independent Trustee”) receives a $1,300 annual retainer from the Fund, paid quarterly, except for the Board Chairperson who receives a $1,500 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 August 1, 2018, each Independent Trustee received a $1,000 annual retainer from the Fund,

 

17

 

 

Topturn OneEighty Fund
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

paid quarterly, except for the Board Chairperson who received a $1,200 annual retainer from the Fund, paid quarterly. Each Independent Trustee also received from the Fund a fee of $500 for each Board meeting attended plus reimbursement for travel and other meeting-related expenses.

 

PRINCIPAL HOLDER OF FUND SHARES

As of August 31, 2018, 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%

 

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

 

5. 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, 2018, the Fund had 96.4% 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.

 

18

 

 

Topturn OneEighty Fund
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

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 other than the following:

 

Liquidation of the Fund

At a meeting of the Trust’s Board of Trustees (the “Board”) held on September 17, 2018, the Board, in consultation with the Fund’s investment adviser, determined that it was in the best interest of the Fund and its shareholders to discontinue the Fund’s operations and to liquidate and close the Fund.

 

Effective September 21, 2018, the Fund terminated the public offering of its shares, and discontinued operations on October 26, 2018. All outstanding shareholder accounts on October 26, 2018 were closed and the proceeds of each account were sent to each shareholder’s address of record or to such other address as directed by the shareholder.

 

19

 

 

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

 

Opinion on the Financial Statements

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, 2018, 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, including the related notes, and the financial highlights for each of the three periods in the period then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of August 31, 2018, 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.

 

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

 

Our audits include performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and confirmation of securities owned as of August 31, 2018, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Emphasis of Matter

As discussed in Note 7 to the financial statements, the Board of Trustees of Ultimus Managers Trust approved a plan to liquidate the Fund. The liquidation is expected to take place on October 26, 2018. Our opinion is not modified with respect to this matter.

 

We have served as the Fund’s auditor since 2016.

 

COHEN & COMPANY, LTD.
Cleveland, Ohio
October 25, 2018

 

20

 

 

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, 2018) and held until the end of the period (August 31, 2018).

 

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

 

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

 

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

 

Hypothetical 5% return – This section is intended to help you compare the Fund’s ongoing costs with those of other mutual funds. It assumes that the Fund had an annual return of 5% before expenses during the period shown, but that the expense ratio is unchanged. In this case, because the return used is not the Fund’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the U.S. Securities and Exchange Commission (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.

 

21

 

 

Topturn OneEighty Fund
ABOUT YOUR FUND’S EXPENSES (Unaudited) (Continued)

 

 

 

Beginning
Account Value
March 1,
2018

Ending
Account Value
August 31,
2018

Expense
Ratio
(a)

Expenses
Paid During
Period
(b)

Based on Actual Fund Return

$1,000.00

$1,029.30

1.75%

$8.95

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 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, 2018, the Fund designated $520,215 as long-term capital gain distributions subject to a maximum tax rate of 20%.

 

Qualified Dividend Income – The Fund designates 41.72% of its ordinary income dividends, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate 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 the fiscal year ended August 31, 2018, 28.78% of ordinary income dividends qualifies for the corporate dividends received deduction.

 

22

 

 

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

 

 

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

Managing Director (1999 to present), Co-CEO (April 2018 to present), and President (1999 to April 2018) of Ultimus Fund Solutions, LLC and its subsidiaries (except as otherwise noted for FINRA-regulated broker dealer entities)

19

Interested Trustee of Capital Series Trust
(10 Funds)

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.

19

None

David M. Deptula

Year of Birth: 1958

Since June 2012

Trustee

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

19

None

 

23

 

 

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

Chairperson

(May 2016 to present)

 

Trustee

(June 2012 to present)

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

19

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 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 Low Beta Absolute Return 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)

Todd E. Heim

Year of Birth: 1967

Since 2014

Vice President (2014 to present)

Client Implementation Manager of Ultimus Managers Trust (2014 to present); Naval Flight Officer of United States Navy (1989 to present); Business Project Manager of Vantiv, Inc. (2013 to 2014)

 

24

 

 

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 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)

Matthew J. Beck

Year of Birth: 1988

Since

2018

Secretary

(July 2018 to present)

Senior Attorney of Ultimus Fund Solutions, LLC (2018 to present); General Counsel of The Nottingham Company (2014 to 2018)

Charles C. Black

Year of Birth: 1979

Since 2015

Chief Compliance Office

(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 1-800-261-2884.

 

25

 

 

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 the Adviser Fund Advisors, LLC (the “Adviser”) for an additional one-year term (the “Agreement”). The Board approved the Agreement at an in-person meeting held on April 22-23, 2018, at which all of the Trustees were present.

 

Legal counsel advised the Board during its deliberations. Additionally, 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 whether to approve the Agreement and in reaching its conclusions with respect thereto, the Board reviewed and analyzed various factors that it determined were relevant to the Agreement, including the following factors.

 

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 in the Adviser Memorandum (e.g., descriptions of its business and Form ADV), 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 custom peer group and funds of similar size and structure in the Fund’s Morningstar category (Tactical Allocation funds under $50 million, No Load), the Fund had outperformed the custom peer group’s average and median returns for the one-year period and since inception, and had slightly underperformed the funds in its Morningstar category’s average and median returns for the one-year period and outperformed since inception. The Board indicated that the Adviser had satisfactorily explained its performance results for the Fund. 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 advisory fee schedule with a 1% advisory fee. The Board considered the Adviser’s expense limitation agreement with the Fund, and considered the Adviser’s current and past fee reductions and expense

 

26

 

 

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

 

 

reimbursements for the Fund. The Board further took into account the Adviser’s commitment to continue the Adviser’s expense limitation agreement for the Fund until at least August 31, 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 custom peer group and Morningstar category. The Board noted that the 1.00% advisory fee for the Fund was above the average and the median for the Fund’s custom peer group and was above the average and the median for the funds in its Morningstar category, and was equal to the 40th percentile for the funds in its 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 custom peer group and its Morningstar category, but was less than the 20th percentile for funds in its 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 Adviser’s expense limitation agreement. 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 Adviser’s expense limitation agreement and will continue to experience benefits from the Adviser’s expense limitation agreement 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

 

27

 

 

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

 

 

method and basis for selecting and evaluating the broker-dealers used; and any anticipated allocation of portfolio business to persons affiliated with the Adviser. After further review and discussion, the Board determined that the Adviser’s practices regarding brokerage and portfolio transactions 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.

 

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

 

28

 

 

 

 

 

This page intentionally left blank.

 

 

 

 

Item 2.Code of Ethics.

 

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. Pursuant to Item 13(a)(1), a copy of registrant’s code of ethics is filed as an exhibit to this Form N-CSR. During the period covered by this report, the code of ethics has not been amended, and the registrant has not granted any waivers, including implicit waivers, from the provisions of the code of ethics.

 

Item 3.Audit Committee Financial Expert.

 

The registrant’s board of trustees has determined that the registrant has at least one audit committee financial expert serving on its audit committee. The name of the audit committee financial expert is 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 $91,500 and $168,000 with respect to the registrant’s fiscal years ended August 31, 2018 and August 31, 2017, 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 $22,000 and $37,500 with respect to the registrant’s fiscal years ended August 31, 2018 and August 31, 2017, 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, 2018 and August 31, 2017, aggregate non-audit fees of $22,000 and $37,500, 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/ Matthew J. Beck  
    Matthew J. Beck, Secretary  
       
Date November 6, 2018    
       
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, and Marshfield Concentrated Opportunity Fund  
       
Date November 6, 2018    
       
By (Signature and Title)* /s/ Jennifer L. Leamer  
    Jennifer L. Leamer, Treasurer and Principal Financial Officer  
       
Date November 6, 2018    

 

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