N-CSR 1 fp0038778_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: November 30  
     
Date of reporting period: November 30, 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.

 

 

 

LYRICAL U.S. VALUE EQUITY FUND

Institutional Class (LYRIX)

Investor Class (LYRBX)

 

Annual Report

 

November 30, 2018

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting the Fund at 1-888-884-8099 or, if you own these shares through a financial intermediary, by contacting your financial intermediary.

 

You may elect to receive all future reports in paper free of charge. You can inform the Fund that you wish to continue receiving paper copies of your shareholder reports by contacting the Fund at 1-888-884-8099. If you own shares through a financial intermediary, you may contact your financial intermediary or follow instructions included with this document to elect to continue to receive paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held with the fund complex or at your financial intermediary.

 

 

LYRICAL U.S. VALUE EQUITY FUND
LETTER TO SHAREHOLDERS

November 30, 2018
(Unaudited)

 

Dear Fellow Shareholders,

 

Enclosed is the Annual Report to shareholders of the Lyrical U.S. Value Equity Fund (the “Fund”). On behalf of the Fund and its investment adviser, Lyrical Asset Management LP, I would like to thank you for your investment.

 

The Fund’s differentiated value investing approach ran into some stiff cross-currents this past fiscal year. Intermittent market environments in which value investing falls out of favor are not unusual even as this period marked the first significant such stretch since we launched the Fund. We are excited for the prospects of the Fund going forward.

 

Since its launch on February 4, 2013 through November 30, 2018, the Fund’s Institutional Class has produced a cumulative total return of +97.87%, compared to the +108.32% cumulative total return for the S&P 500® Index (the “S&P 500”). For the twelve months ended November 30, 2018, the Fund’s Institutional Class produced a total return of -9.02% compared to the total return for the S&P 500 of +6.27%. For the twelve months ended November 30, 2018, the three positions that most positively impacted performance were HCA Healthcare, Inc. (HCA), Anthem, Inc. (ANTM), and Microsemi Corporation (MSCC) with contributions of 288 basis points (“bps”) (up 71%), 123 bps (up 25%) and 27 bps (up 27%), respectively; conversely, the three positions that most negatively impacted performance were Western Digital Corporation (WDC), Flex Ltd. (FLEX), and Affiliated Managers Group, Inc. (AMG) which detracted 178 bps (down 40%), 146 bps (down 52%) and 131 bps (down 43%), respectively.

 

In analyzing the Fund portfolio’s performance attribution, we find it helpful to examine both the investment success rate and any skew in the distribution of returns. Over the life of the Fund, 77% of the Fund’s investments posted gains, and 50% outperformed the S&P 500. Skew has been a positive factor, as the Fund’s outperformers have outperformed by 71%, while our underperformers have underperformed by 64% over the life of the Fund. For the twelve month period ended November 30, 2018, 32% of the Fund’s investments posted gains, and 16% outperformed the S&P 500. For the twelve month period, skew has been a negative factor as the Fund’s outperformers have outperformed by 19%, while our underperformers have underperformed by 23%.

 

During the life of the Fund we have sold twenty-four positions, as seven companies announced they were being acquired, fourteen approached our estimates of fair value, for one we lost conviction in our thesis, for one the company announced or completed acquisitions which increased the complexity and decreased analyzability and for one the risk/reward became less compelling than other opportunities. For each sale we added a new position from our pipeline of opportunities.

 

As of November 30, 2018, the valuation of our portfolio is 10.1 times the next twelve months consensus earnings. The S&P 500 has a valuation of 16.5 times earnings on this same basis, a premium of 63% over the Fund.

 

1

 

 

 

Lyrical Asset Management’s Investment Philosophy and Portfolio Construction

 

For the new investors since our previous letter to the Fund’s shareholders, we’d like to briefly outline our investment philosophy and portfolio construction approach.

 

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

 

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

 

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

 

Sincerely,

 

Andrew Wellington
Portfolio Manager

 

 

2

 

 

 

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

 

An investor should consider the investment objectives, risks, charges and expenses of the 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 the Fund’s website at www.lyricalvaluefunds.com or call 1-888-884-8099 and a copy will be sent to you free of charge. Please read the prospectus carefully before you invest. The 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 portfolios 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 Funds as of November 30, 2018, please see the Schedules of Investments section of this 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

 

 

 

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

 

 

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

 

Average Annual Total Returns

(for the periods ended November 30, 2018)

 

1 Year

5 Years

Since
Inception
(c)

 

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

(9.02%)

7.50%

12.44%

 

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

(9.30%)

N/A

5.94%

 

S&P 500® Index(d)

6.27%

11.12%

13.44%(e)

 

 

(a)

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

(b)

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

(c)

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

(d)

The S&P 500® Index is a market capitalization weighted index of 500 large companies that is widely used as a barometer of U.S. stock market performance. The index is unmanaged and shown for illustration purposes only. An investor cannot invest in an index and its returns are not indicative of the performance of any specific investment.

(e)

Represents the period from February 4, 2013 (date of commencement of operations of Institutional Class shares) through November 30, 2018.

 

4

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
PORTFOLIO INFORMATION
November 30, 2018 (Unaudited)

 

 

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

 

Top Ten Equity Holdings

Security Description

% of
Net Assets

HCA Healthcare, Inc.

5.5%

Aflac, Inc.

5.3%

Anthem, Inc.

5.3%

Broadcom, Inc.

5.2%

Microchip Technology, Inc.

5.2%

Celanese Corporation - Series A

5.0%

Willis Towers Watson plc

5.0%

Ameriprise Financial, Inc.

5.0%

EOG Resources, Inc.

4.9%

Lincoln National Corporation

4.7%

 

 

5

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
SCHEDULE OF INVESTMENTS
November 30, 2018

COMMON STOCKS — 101.0%

 

Shares

   

Value

 

Consumer Discretionary — 9.8%

               

Auto Components — 3.3%

               

Adient plc

    243,158     $ 5,757,981  

Goodyear Tire & Rubber Company (The)

    813,762       18,846,728  

Tenneco, Inc. - Class A

    181,153       6,113,914  
              30,718,623  

Household Durables — 2.9%

               

Whirlpool Corporation

    216,277       27,279,018  
                 

Internet & Direct Marketing Retail — 3.6%

               

Qurate Retail, Inc. (a)

    1,481,885       32,927,485  
                 

Energy — 12.8%

               

Energy Equipment & Services — 3.3%

               

National Oilwell Varco, Inc.

    962,796       30,915,380  
                 

Oil, Gas & Consumable Fuels — 9.5%

               

EOG Resources, Inc.

    443,099       45,776,557  

Suncor Energy, Inc.

    1,311,713       42,355,213  
              88,131,770  

Financials — 24.3%

               

Capital Markets — 7.1%

               

Affiliated Managers Group, Inc.

    176,413       19,603,013  

Ameriprise Financial, Inc.

    355,619       46,141,565  
              65,744,578  

Insurance — 17.2%

               

Aflac, Inc.

    1,079,893       49,394,306  

Assurant, Inc.

    204,663       19,901,430  

Lincoln National Corporation

    697,307       43,909,422  

Willis Towers Watson plc

    290,146       46,263,779  
              159,468,937  

Health Care — 10.8%

               

Health Care Providers & Services — 10.8%

               

Anthem, Inc.

    169,265       49,098,699  

HCA Healthcare, Inc.

    354,159       50,995,354  
              100,094,053  

Industrials — 10.7%

               

Building Products — 4.1%

               

Johnson Controls International plc

    1,089,715       37,900,288  

 

 

6

 

 

 

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

COMMON STOCKS — 101.0% (Continued)

 

Shares

   

Value

 

Industrials — 10.7% (Continued)

               

Construction & Engineering — 1.6%

               

AECOM (a)

    446,514     $ 14,359,890  
                 

Road & Rail — 1.6%

               

Avis Budget Group, Inc. (a)

    304,358       8,914,646  

Hertz Global Holdings, Inc. (a)

    315,446       5,901,994  
              14,816,640  

Trading Companies & Distributors — 3.4%

               

AerCap Holdings N.V. (a)

    602,888       31,874,689  
                 

Information Technology — 24.2%

               

Communications Equipment — 1.1%

               

CommScope Holding Company, Inc. (a)

    589,692       10,673,425  
                 

Electronic Equipment, Instruments & Components — 5.1%

               

Arrow Electronics, Inc. (a)

    277,396       21,351,170  

Flex Ltd. (a)

    1,728,101       15,120,884  

Tech Data Corporation (a)

    121,811       10,956,899  
              47,428,953  

IT Services — 3.2%

               

Western Union Company (The)

    1,574,642       29,493,045  
                 

Semiconductors & Semiconductor Equipment — 10.4%

               

Broadcom, Inc.

    204,218       48,483,396  

Microchip Technology, Inc.

    635,432       47,657,400  
              96,140,796  

Technology Hardware, Storage & Peripherals — 4.4%

               

NCR Corporation (a)

    478,512       13,259,567  

Western Digital Corporation

    598,353       27,159,243  
              40,418,810  

Materials — 8.4%

               

Chemicals — 5.0%

               

Celanese Corporation - Series A

    462,160       46,645,809  
                 

Containers & Packaging — 3.4%

               

Crown Holdings, Inc. (a)

    427,047       21,898,970  

Owens-Illinois, Inc. (a)

    518,759       9,539,978  
              31,438,948  
                 

Total Common Stocks (Cost $803,651,505)

          $ 936,471,137  

 

 

7

 

 

 

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

MONEY MARKET FUNDS — 0.4%

 

Shares

   

Value

 

Invesco Short-Term Investments Trust - Treasury Portfolio - Institutional Shares, 2.13% (b) (Cost $4,055,774)

    4,055,774     $ 4,055,774  
                 

Investments at Value — 101.4% (Cost $807,707,279)

          $ 940,526,911  
                 

Liabilities in Excess of Other Assets — (1.4%)

            (13,349,851 )
                 

Net Assets — 100.0%

          $ 927,177,060  

 

(a)

Non-income producing security.

(b)

The rate shown is the 7-day effective yield as of November 30, 2018.

See accompanying notes to financial statements.

 

 

8

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES
November 30, 2018

ASSETS

       

Investments in securities:

       

At cost

  $ 807,707,279  

At value (Note 2)

  $ 940,526,911  

Receivable for capital shares sold

    8,864,184  

Receivable for investment securities sold

    14,890,650  

Dividends receivable

    1,715,895  

Other assets

    31,834  

Total assets

    966,029,474  
         

LIABILITIES

       

Distributions payable

    15,590,959  

Payable for capital shares redeemed

    21,960,306  

Payable to Adviser (Note 4)

    1,177,005  

Payable to administrator (Note 4)

    90,045  

Accrued distribution fees (Note 4)

    419  

Other accrued expenses

    33,680  

Total liabilities

    38,852,414  
         

NET ASSETS

  $ 927,177,060  
         

NET ASSETS CONSIST OF:

       

Paid-in capital

  $ 843,271,568  

Accumulated earnings

    83,905,492  

NET ASSETS

  $ 927,177,060  
         

NET ASSET VALUE PER SHARE:

       

INSTITUTIONAL CLASS

       

Net assets applicable to Institutional Class

  $ 907,365,757  

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

    58,340,526  

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

  $ 15.55  

INVESTOR CLASS

       

Net assets applicable to Investor Class

  $ 19,811,303  

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

    1,284,312  

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

  $ 15.43  

 

See accompanying notes to financial statements.

 

 

9

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
STATEMENT OF OPERATIONS
Year Ended November 30, 2018

INVESTMENT INCOME

       

Dividend income

  $ 18,604,116  

Foreign withholding taxes on dividends

    (232,829 )

Total investment income

    18,371,287  
         

EXPENSES

       

Investment advisory fees (Note 4)

    14,926,281  

Administration fees (Note 4)

    755,782  

Compliance fees (Note 4)

    121,511  

Fund accounting fees (Note 4)

    120,755  

Transfer agent fees (Note 4)

    118,401  

Custody and bank service fees

    91,372  

Distribution fees - Investor Class (Note 4)

    84,486  

Registration and filing fees

    66,498  

Postage and supplies

    49,344  

Professional fees

    44,383  

Networking fees

    39,784  

Borrowing costs (Note 5)

    12,625  

Printing of shareholder reports

    10,595  

Trustees' fees and expenses (Note 4)

    10,151  

Insurance expense

    6,552  

Other expenses

    36,099  

Total expenses

    16,494,619  

Expense reimbursements by Adviser (Note 4)

    (6,222 )

Net expenses

    16,488,397  
         

NET INVESTMENT INCOME

    1,882,890  
         

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS AND FOREIGN CURRENCIES

       

Net realized gains from investments

    50,802,676  

Net realized losses from foreign currency transactions (Note 2)

    (4,989 )

Net change in unrealized appreciation (depreciation) on investments

    (163,561,509 )

NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS AND FOREIGN CURRENCIES

    (112,763,822 )
         

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS

  $ (110,880,932 )

 

See accompanying notes to financial statements.

 

 

10

 

 

 

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

 

 

Year
Ended
November 30,
2018

   

Year
Ended
November 30,
2017
(a)

 

FROM OPERATIONS

               

Net investment income

  $ 1,882,890     $ 245,607  

Net realized gains from investment transactions

    50,802,676       75,451,576  

Net realized losses from foreign currency transactions

    (4,989 )      

Net change in unrealized appreciation (depreciation) on investments

    (163,561,509 )     145,782,822  

Net increase (decrease) in net assets resulting from operations

    (110,880,932 )     221,480,005  
                 

DISTRIBUTIONS TO SHAREHOLDERS (Note 2)

               

Institutional Class

    (77,051,597 )     (88,896,292 )

Investors Class

    (1,717,444 )     (3,128,810 )

Decrease in net assets from distributions to shareholders

    (78,769,041 )     (92,025,102 )
                 

CAPITAL SHARE TRANSACTIONS

               

Institutional Class

               

Proceeds from shares sold

    456,135,603       340,448,217  

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

    61,458,585       67,241,541  

Payments for shares redeemed

    (542,065,326 )     (408,713,799 )

Net decrease in Institutional Class net assets from capital share transactions

    (24,471,138 )     (1,024,041 )
                 

Investor Class

               

Proceeds from shares sold

    4,889,814       7,832,427  

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

    1,617,814       2,940,288  

Payments for shares redeemed

    (18,570,922 )     (37,958,377 )

Net decrease in Investor Class net assets from capital share transactions

    (12,063,294 )     (27,185,662 )
                 

TOTAL INCREASE (DECREASE) IN NET ASSETS

    (226,184,405 )     101,245,200  
                 

NET ASSETS

               

Beginning of year

    1,153,361,465       1,052,116,265  

End of year

  $ 927,177,060     $ 1,153,361,465  

 

(a)

The presentation of Distributions to Shareholders has been updated to reflect the changes prescribed in amendments to Regulations S-X, effective November 5, 2018 (Note 2). For the year ended November 30, 2017, distributions to shareholders for the Institutional Class consisted of $14,603,810 and $74,292,482 from net investment income and net realized gains, respectively, and for the Investor Class consisted of $605,949 and $2,522,861 from net investment income and net realized gains, respectively. As of November 30, 2017, undistributed net investment income was $236,790.

See accompanying notes to financial statements.

 

 

11

 

 

 

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

 

 

Year
Ended
November 30,
2018

   

Year
Ended
November 30,
2017

 

CAPITAL SHARE ACTIVITY

               

Institutional Class

               

Shares sold

    25,680,359       19,205,975  

Shares issued in reinvestment of distributions to shareholders

    3,949,556       3,695,697  

Shares redeemed

    (31,270,758 )     (22,805,199 )

Net increase (decrease) in shares outstanding

    (1,640,843 )     96,473  

Shares outstanding at beginning of year

    59,981,369       59,884,896  

Shares outstanding at end of year

    58,340,526       59,981,369  
                 

Investor Class

               

Shares sold

    268,775       441,214  

Shares issued in reinvestment of distributions to shareholders

    104,804       162,690  

Shares redeemed

    (1,073,442 )     (2,142,707 )

Net decrease in shares outstanding

    (699,863 )     (1,538,803 )

Shares outstanding at beginning of year

    1,984,175       3,522,978  

Shares outstanding at end of year

    1,284,312       1,984,175  

 

See accompanying notes to financial statements.

 

 

12

 

 

 

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

Per Share Data for a Share Outstanding Throughout Each Year:

 

 

Year
Ended
Nov. 30,
2018

   

Year
Ended
Nov. 30,
2017

   

Year
Ended
Nov. 30,
2016

   

Year
Ended
Nov. 30,
2015

   

Year
Ended
Nov. 30,
2014

 

Net asset value at beginning of year

  $ 18.62     $ 16.60     $ 15.63     $ 16.29     $ 13.78  
                                         

Income (loss) from investment operations:

                                       

Net investment income (loss)

    0.03  (a)     0.01  (a)     0.24       0.04       (0.00 )(b)

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

    (1.70 )     3.54       1.40       (0.35 )     2.66  

Total from investment operations

    (1.67 )     3.55       1.64       (0.31 )     2.66  
                                         

Less distributions:

                                       

Dividends from net investment income

    (0.01 )     (0.24 )     (0.04 )     (0.00 )(b)     (0.00 )(b)

Distributions from net realized gains

    (1.39 )     (1.29 )     (0.63 )     (0.35 )     (0.15 )

Total distributions

    (1.40 )     (1.53 )     (0.67 )     (0.35 )     (0.15 )
                                         

Net asset value at end of year

  $ 15.55     $ 18.62     $ 16.60     $ 15.63     $ 16.29  
                                         

Total return (c)

    (9.02 %)     21.70 %     10.73 %     (1.91 %)     19.41 %
                                         

Net assets at end of year (000's)

  $ 907,366     $ 1,116,584     $ 993,904     $ 590,582     $ 547,021  
                                         

Ratios/supplementary data:

                                       

Ratio of total expenses to average net assets

    1.37 %     1.37 %     1.38 %     1.42 %     1.45 %
                                         

Ratio of net expenses to average net assets

    1.37 %     1.37 %     1.38 %     1.42 %     1.44 %(d)
                                         

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

    0.17 %     0.03 %     1.62 %     0.24 %     (0.00 %)(d)(e)
                                         

Portfolio turnover rate

    39 %     22 %     36 %     21 %     20 %

 

(a)

Per share net investment income has been determined on the basis of average number of shares outstanding during the period.

(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 years covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Adviser had not reduced advisory fees and/or reimbursed expenses for the year ended November 30, 2014 (Note 4).

(d)

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

(e)

Amount rounds to less than 0.01%.

See accompanying notes to financial statements.

 

 

13

 

 

 

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

Per Share Data for a Share Outstanding Throughout Each Period:

 

 

Year
Ended
Nov. 30,
2018

   

Year
Ended
Nov. 30,
2017

   

Year
Ended
Nov. 30,
2016

   

Year
Ended
Nov. 30,
2015

   

Period
Ended
Nov. 30,
2014
(a)

 

Net asset value at beginning of period

  $ 18.54     $ 16.52     $ 15.57     $ 16.27     $ 14.68  
                                         

Income (loss) from investment operations:

                                       

Net investment income (loss)

    (0.03 )(b)     (0.05 )(b)     0.30       0.01       (0.01 )

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

    (1.69 )     3.53       1.28       (0.36 )     1.60  

Total from investment operations

    (1.72 )     3.48       1.58       (0.35 )     1.59  
                                         

Less distributions:

                                       

Distributions from net investment income

          (0.17 )     (0.00 )(c)            

Distributions from net realized gains

    (1.39 )     (1.29 )     (0.63 )     (0.35 )      

Total distributions

    (1.39 )     (1.46 )     (0.63 )     (0.35 )      
                                         

Net asset value at end of period

  $ 15.43     $ 18.54     $ 16.52     $ 15.57     $ 16.27  
                                         

Total return (d)

    (9.30 %)     21.32 %     10.36 %     (2.19 %)     10.83 %(e)
                                         

Net assets at end of period (000's)

  $ 19,811     $ 36,777     $ 58,213     $ 61,375     $ 9,033  
                                         

Ratios/supplementary data:

                                       

Ratio of total expenses to average net assets

    1.72 %     1.70 %     1.70 %     1.72 %     2.39 %(f)
                                         

Ratio of net expenses to average net assets

    1.70 %(g)     1.70 %     1.70 %     1.70 %(g)     1.70 %(f)(g)
                                         

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

    (0.18 %)(g)     (0.32 %)     1.39 %     0.03 %(g)     (0.18 %)(f)(g)
                                         

Portfolio turnover rate

    39 %     22 %     36 %     21 %     20 %(e)(h)

 

(a)

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

(b)

Per share net investment loss has been determined on the basis of average number of shares outstanding during the period.

(c)

Amount rounds to less than $0.01 per share.

(d)

Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Adviser had not reduced advisory fees and/or reimbursed expenses for the periods ended November 30, 2018, 2015 and 2014 (Note 4).

(e)

Not annualized.

(f)

Annualized.

(g)

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

(h)

Represents the year ended November 30, 2014

See accompanying notes to financial statements.

 

 

14

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
NOTES TO FINANCIAL STATEMENTS
November 30, 2018

 

 

1. Organization

 

Lyrical U.S. Value Equity Fund (the “Fund”) is a diversified series of Ultimus Managers Trust (the “Trust”), an open-end investment company established as an Ohio business trust under a Declaration of Trust dated February 28, 2012. Other series of the Trust are not incorporated in this report.

 

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

 

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

 

2. Significant Accounting Policies

 

In August 2018, the U.S. Securities and Exchange Commission (the “SEC”) adopted regulations that eliminated or amended disclosure requirements that were redundant or outdated in light of changes in SEC requirements, accounting principles generally accepted in the United States of America (“GAAP”), International Financial Reporting Standards or changes in technology or the business environment. These regulations were effective November 5, 2018, and the Fund is complying with them effective with these financial statements.

 

The following is a summary of the Fund’s significant accounting policies. The policies are in conformity with GAAP. The Fund follows accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “Financial Services – Investment Companies.”

 

New accounting pronouncement – In August 2018, FASB issued Accounting Standards Update No. 2018-13 (“ASU 2018-13”), “Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which amends the fair value measurement disclosure requirements of ASC Topic 820 (“ASC 820”), “Fair Value Measurement.” ASU 2018-13 includes new, eliminated, and modified disclosure requirements for ASC 820. In addition, ASU 2018-13 clarifies that materiality is an appropriate consideration of entities when evaluating disclosure requirements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted and the Fund has adopted ASU 2018-13 with these financial statements.

 

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

 

15

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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”). 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 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 November 30, 2018:

 

 

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 936,471,137     $     $     $ 936,471,137  

Money Market Funds

    4,055,774                   4,055,774  

Total

  $ 940,526,911     $     $     $ 940,526,911  

 

 

16

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

Refer to the Fund’s Schedule of Investments for a listing of securities by industry type. As of November 30, 2018, the Fund did not hold any derivative instruments or any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3).

 

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.

 

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

 

Foreign currency translation – Investment securities and other assets and liabilities denominated in or expected to settle in foreign currencies, if any, 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 and 2) 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, if any, arise from changes in the value of assets and liabilities that result from changes in exchange rates.

 

Allocation between Classes – Investment income earned, realized capital gains and losses, and unrealized appreciation and depreciation are allocated daily to each Class of the Fund based upon its proportionate share of total net assets of the Fund. Class-specific

 

17

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

expenses are charged directly to the Class incurring the expense. Common expenses which are not attributable to a specific Class are allocated daily to each Class of shares of the Fund based upon its proportionate share of total net assets of the Fund

 

Distributions to shareholders – The Fund distributes to shareholders any net investment income dividends and net realized capital gains distributions at least once each year. The amount of such dividends and distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. The tax character of distributions paid to shareholders by the Fund during the years ended November 30, 2018 and 2017 was as follows:

 

Year Ended

 

Ordinary
Income

   

Long-Term
Capi
tal Gains

   

Total
Distributions

 

11/30/2018

  $ 377,148     $ 78,391,893     $ 78,769,041  

11/30/2017

  $ 21,153,113     $ 70,871,989     $ 92,025,102  

 

The Fund made the following ordinary income distribution to the Institutional Class of shares subsequent to November 30, 2018 to shareholders of record on December 27, 2018:

 

 

 

Record Date

   

Ex-Date

   

Per Share

 

Institutional Class

    12/27/2018       12/28/2018     $ 0.0507  

 

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 twelve months ended October 31) plus undistributed amounts from prior years.

 

18

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

The following information is computed on a tax basis for each item as of November 30, 2018:

 

Tax cost of portfolio investments

  $ 865,329,247  

Gross unrealized appreciation

  $ 181,108,617  

Gross unrealized depreciation

    (105,910,953 )

Net unrealized appreciation

    75,197,664  

Undistributed ordinary income

    1,871,300  

Undistributed long-term capital gains

    6,836,528  

Distributable earnings

  $ 83,905,492  

 

 

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.

 

For the year ended November 30, 2018, the following reclassification was made as a result of permanent differences between the financial statement and income tax reporting requirements:

 

Paid-in capital

  $ 7,515,308  

Distributable earnings

  $ (7,515,308 )

 

This reclassification has no effect on the Fund’s total net asset or its net asset value per share and is due to the utilization of earnings and profits on shareholder redemptions.

 

The Fund recognizes the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” of being sustained assuming examination by tax authorities. Management has reviewed the Fund’s tax positions for all open tax years (generally three years) 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 November 30, 2018, cost of purchases and proceeds from sales of investment securities, other than short-term investments, amounted to $448,085,553 and $560,230,265, respectively.

 

19

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

4. Transactions with Related Parties

 

INVESTMENT ADVISORY AGREEMENT

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

 

Pursuant to an Expense Limitation Agreement (“ELA”) between the Fund and the Adviser, the Adviser has contractually agreed, until March 31, 2020, to reduce investment advisory fees and reimburse other operating expenses to limit total annual operating expenses of the Fund (exclusive of brokerage costs; taxes; interest; 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) to an amount not exceeding the following percentages of average daily net assets attributable to each respective class:

 

Institutional Class

Investor Class

1.45%

1.70%

 

Accordingly, during the year ended November 30, 2018, the Adviser reimbursed other operating expenses of $6,222 for Investor Class shares.

 

Under the terms of the ELA, investment advisory fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of three years after such fees and expenses were incurred, provided that the repayments do not cause total annual fund operating expenses to exceed the lesser of (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. As of November 30, 2018, the Adviser may seek repayment of expense reimbursements of $6,222 no later than November 30, 2021.

 

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 its portfolio securities.

 

Under the terms of a Distribution Agreement with the Trust, Ultimus Fund Distributors, LLC (the “Distributor”) serves as the principal underwriter to the Fund. The Distributor is a wholly-owned subsidiary of Ultimus. The Distributor is compensated partially by the Adviser and partially by the Investor Class shares of the Fund for acting as principal underwriter.

 

20

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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

 

DISTRIBUTION PLAN

The Fund has adopted a plan of distribution (the “Plan”), pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), which permits Investor Class shares of the Fund to directly incur or reimburse the Fund’s principal underwriter for certain expenses related to the distribution of its shares. The annual limitation for payment of expenses pursuant to the Plan is 0.25% of the Fund’s average daily net assets allocable to Investor Class shares. The Fund has not adopted a plan of distribution with respect to the Institutional Class shares. During the year ended November 30, 2018, the Investor Class shares incurred $84,486 of distribution fees under the Plan.

 

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 in quarterly installments. 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 HOLDER OF FUND SHARES

As of November 30, 2018, the following shareholder owned of record 25% or more of the outstanding shares of the Investor Class of the Fund:

 

NAME OF RECORD OWNER

% Ownership

Lyrical U.S. Value Equity Fund - Investor Class

 

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

64%

 

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

 

5. Borrowing Costs

 

From time to time, the Fund may have an overdrawn cash balance at the custodian due to redemptions or market movements. When this occurs, the Fund will incur borrowing costs charged by the custodian. Accordingly, during the year ended November 30, 2018, the Fund incurred $12,625 of borrowing costs charged by the custodian.

 

21

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

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 Statements 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 payment of net investment income dividends on December 28, 2018, as discussed in Note 2.

 

22

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

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

 

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Lyrical U.S. Value Equity Fund, a series of shares of beneficial interest in Ultimus Managers Trust (the “Fund”), including the schedule of investments, as of November 30, 2018, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the five-year period then ended for Institutional Class Shares and each of the years in the four-year period then ended and the period from February 24, 2014 (commencement of operations) to November 30, 2014 for Investor Class Shares, and the related notes (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 November 30, 2018, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended and its financial highlights for each of the years or periods in the five-year period then ended as described in the previous sentence, 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 law 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

 

23

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Continued)

 

Our audits included performing procedures to assess the risk 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. Our procedures included confirmation of securities owned as of November 30, 2018 by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. 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.

 

 

 

BBD, LLP

 

We have served as the auditor of one or more of the Funds in the Ultimus Managers Trust since 2013.

 

Philadelphia, Pennsylvania
January 24, 2019

 

24

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited)

 

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

 

A mutual fund’s ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The expenses in the table below are based on an investment of $1,000 made at the beginning of the most recent period (June 1, 2018) and held until the end of the period (November 30, 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 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.

 

25

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited) (Continued)

 

 

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

 

 

Beginning
Account Value
June 1, 2018

Ending
Account Value
November 30, 2018

Net
Expense
Ratio
(a)

Expenses
Paid During
Period
(b)

Lyrical U.S. Value Equity Fund

Institutional Class

       

Actual

$ 1,000.00

$ 957.30

1.37%

$ 6.72

Hypothetical 5% Return (before expenses)

$ 1,000.00

$ 1,018.20

1.37%

$ 6.93

Investor Class

       

Actual

$ 1,000.00

$ 955.90

1.70%

$ 8.34

Hypothetical 5% Return (before expenses)

$ 1,000.00

$ 1,016.55

1.70%

$ 8.59

 

(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 183/365 (to reflect the one-half year period).

 

26

 

 

 

LYRICAL U.S. VALUE EQUITY 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 toll-free 1-888-884-8099, 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 1-888-884-8099, 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 1-888-884-8099. Furthermore, you may obtain a copy of the filings on the SEC’s website at http://www.sec.gov.

 

FEDERAL TAX INFORMATION (Unaudited)

 

 

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 distribution that qualifies under tax law. For the fiscal year ended November 30, 2018, 100% of ordinary income dividends qualifies for the corporate dividends received deduction.

 

Long-Term Capital Gains – For the year ended November 30, 2018, the Fund designates $85,907,200 as long-term capital gains distributions.

 

27

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited)

 

 

The Board of Trustees has overall responsibility for management of the Trust’s affairs. The Trustees serve during the lifetime of the Trust and until its termination, or until death, resignation, retirement, or removal. The Trustees, in turn, elect the officers of the Trust 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 Trust:

 

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

19

None

 

28

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited) (Continued)

 

 

Name and
Year of Birth

Length of
Time
Served

Position(s)
Held with
Trust

Principal
Occupation(s)
During Past
5 Years

Number
of Funds
in Trust
Overseen
by Trustee

Directorships
of Public
Companies
Held by
Trustee During
Past 5 Years

Independent Trustees: (continued)

 

 

 

 

John J. Discepoli
Year of Birth: 1963

Since June 2012

Chairman (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 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)

Todd E. Heim
Year of Birth: 1967

Since 2014

Vice
President
(2014 to present)

Vice President, Relationship Management Director of Ultimus Fund Solutions, LLC (2018 to present); Client Implementation Manager of Ultimus Fund Solutions, LLC (2014 to 2018); Naval Flight Officer of United States Navy (1989 to 2017); 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)

 

29

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS
(Unaudited) (Continued)

 

 

Name and
Year of Birth

Length of
Time
Served

Position(s)
Held with
Trust

Principal Occupation(s)
During Past 5 Years

Executive Officers: (continued)

   

Daniel D. Bauer

Year of Birth: 1977

Since 2016

Assistant Treasurer
(April 2016 to present)

Assistant Mutual Fund Controller (2015 to present) and Fund Accounting Manager (2012 to 2015) of Ultimus Fund Solutions, LLC

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)

Natalie S. Anderson

Year of Birth: 1975

Since 2016

Assistant Secretary
(April 2016 to present)

Legal Administration Manager (2016 to present) and Paralegal (2015 to 2016) of Ultimus Fund Solutions, LLC; Senior Paralegal of Unirush, LLC (2011 to 2015)

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)

 

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 1-866-884-8099.

 

30

 

 

 

LYRICAL U.S. VALUE EQUITY 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 Lyrical Asset Management LP (the “Adviser”) for an additional one-year term (the “Agreement”). The Board approved the Agreement at an in-person meeting held on October 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 deciding whether to approve the renewal of the Investment Advisory Agreement, the Board recalled its review of the materials related to the Fund and the Adviser throughout the preceding 12 months and its numerous discussions with Trust management and the Adviser about the operations and performance of the Fund during that period. The Board further considered those materials and discussions and other numerous factors, including.

 

The 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; its 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’s memorandum to the Board (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 the Fund were satisfactory and adequate.

 

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 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 the Fund had underperformed relative to the average and median of its custom peer group for the one-year period, outperformed the average and underperformed the median for the three-year period, and outperformed the average and median for the five-year and since inception periods. The Board also noted that the Fund had underperformed relative to the average and median of its Morningstar category (Large Cap Value Funds $1 Billion - $5 Billion, True No-Loan) for the one- and three-year periods, but outperformed for the five-year and since inception periods. The Board indicated that the Adviser had satisfactorily explained its performance results for the Fund. Following additional discussion of the investment performance of the 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 the Fund has been satisfactory.

 

31

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited) (Continued)

 

 

The costs of the services provided and profits realized by the Adviser and its affiliates from their relationship with the Fund. In this regard, the Board considered the Adviser’s staffing; methods of operating; the education and experience of its personnel; its compliance program, policies and procedures; its financial condition and the level of commitment to the Fund and, generally, the Adviser’s advisory business; the asset level of the Fund; the overall expenses of the 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 with the Fund (the “ELA”), and considered the Adviser’s past fee reductions and expense reimbursements for the Fund. The Board further took into account the Adviser’s willingness to continue the ELA for the Fund until at least April 1, 2020.

 

The Board also considered potential benefits for the Adviser in managing the Fund, including promotion of the Adviser’s name. The Board compared the 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 also considered the Adviser’s commitment to limit the Fund’s expenses under the ELA. The Board noted that the 1.25% advisory fee for the Fund was above the average and median for the Fund’s custom peer group, and above the average and median for the other funds in the Fund’s Morningstar category (Large Cap Value Funds $1 Billion - $5 Billion, True No-Loan). The Board further noted that the overall expense ratio for the Fund of 1.37% was higher than the average and median expense ratio for the other funds in each the Fund’s custom peer group and Morningstar category (Large Cap Value Funds $1 Billion - $5 Billion, True No-Loan). The Board also compared the fees paid by the 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 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 by the Fund. The Board further considered the investment strategy and style used by the Adviser in managing the portfolio of the Fund. Following these comparisons and considerations and upon further consideration and discussion of the foregoing, the Board concluded that the advisory fee to be paid to the Adviser by the Fund is fair and reasonable.

 

The extent to which economics of scale would be realized as the Fund grows and whether advisory fee levels reflect these economies of scale for the benefit of the Fund’s investors. In this regard, the Board considered that the Fund’s fee arrangements with the Adviser involve both the advisory fee and the ELA. The Board determined that while the advisory fee remained the same as asset levels increased, the shareholders of the Fund have experienced in the past, and may again experience in the future, benefits from the ELA.

 

32

 

 

 

LYRICAL U.S. VALUE EQUITY FUND
DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited) (Continued)

 

 

Following further discussion of the Fund’s asset level, expectations for asset growth, and level of fees, the Board determined that the fee arrangements with the Adviser were fair and reasonable in relation to the nature and quality of services being provided by the Adviser.

 

Brokerage and portfolio transactions. In this regard, the Board considered the Adviser’s policies and procedures and performance in seeking best execution for its clients, including the Fund. The Board also considered the historical portfolio turnover rate for the Fund; the process by which evaluations are made of the overall reasonableness of commissions paid; the process by which the Adviser evaluates best execution; the method and basis for selecting and evaluating the broker-dealers used; and any anticipated 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 Fund; the Adviser’s process for allocating trades among the Fund and its other clients; and the substance and administration of the Adviser’s Code of Ethics. Following further consideration and discussion, the Board found for the 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. It was noted that in the Trustees’ deliberations regarding the approval of the continuance of the Agreement, the Trustees did not identify any particular information or factor that was all-important or controlling, and that each individual Trustee may have attributed different weights to various factors listed above.

 

33

 

 

 

 

 

RYAN LABS CORE BOND FUND

(RLCBX)

 

RYAN LABS LONG CREDIT FUND

(RLLCX)

 

Annual Report

 

November 30, 2018

 

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Funds’ shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports from the Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically by contacting the Funds at 1-866-561-3087 or, if you own these shares through a financial intermediary, by contacting your financial intermediary.

 

You may elect to receive all future reports in paper free of charge. You can inform the Funds that you wish to continue receiving paper copies of your shareholder reports by contacting the Funds at 1-866-561-3087. If you own shares through a financial intermediary, you may contact your financial intermediary or follow instructions included with this document to elect to continue to receive paper copies of your shareholder reports. Your election to receive reports in paper will apply to all Funds held with the Fund complex or at your financial intermediary.

 

 

RYAN LABS FUNDS
LETTER TO SHAREHOLDERS
(Unaudited)

November 30, 2018

 

Dear Shareholders,

 

Following is the Annual Report to shareholders of Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund (collectively, the “Funds”) for the H2 2018. On behalf of the investment manager, Ryan Labs Asset Management, Inc., we would like to thank you for your continued investment.

 

MARKET RECAP

Continuing uncertainty on the effects of a trade war with China weighed heavily on markets, as well as liquidity being pulled back by multiple central banks - from the US Fed’s balance sheet reduction or “quantitative tightening” to the end of QE by the ECB. Investment grade spreads widened in August, giving back nearly half of the July tightening, on concerns of heavy issuance in September. Though September saw the much-anticipated supply, issuance was well received. Spreads widened in October and November on the backdrop of Brexit related uncertainty, the anticipated Dec Fed rate hike and Fed’s 2019 policy, plunge in oil prices, and volatility returning to the equity market. Year to date through November, investment grade corporate supply was down 12%. Tax reform and resulting repatriation of offshore cash was the primary driver for the decline in IG corporate supply. WTI Crude traded as high as $76.41 per barrel during the quarter, its highest level since November 2014 and traded as low as $50.93 towards the end of November 2018 on international trade concerns and supply glut. During the quarter, the Federal Reserve raised the federal funds rate by 25 basis points for the third time this year, to a range of 2.0% to 2.25%. As we write this commentary, the Fed raised rates for the fourth time in December. The U.S. 2s/10s yield curve spread has been flattening at a rapid pace. It has narrowed from its 2018 high at 78 bps to 20 bps at the end of November. The yield on 30-year Treasury was 3.29% as of November 30, 2018. In the investment grade structured markets, Agency MBS continued to underperform as the 10-year treasury had remained elevated above 3%. The 30-year fixed rate mortgage rate has touched 5%, causing prepayments speeds to come in at some their slowest levels since the financial crisis. ABS and CMBS mezzanine credit weakened in concert with macro volatility but held in well compared with higher beta corporate credit. The securitized sector overall has been the beneficiary of perceived insulation from global macro concerns such as a trade war with China.

 

RYAN LABS CORE BOND FUND (RLCBX)

INVESTMENT PHILOSOPHY

The investment objective of Ryan Labs Core Bond Fund (the “Core Bond Fund”) is to seek total return (consisting of current income and capital appreciation) versus the Bloomberg Barclays U.S. Aggregate Bond Index (the “Core Bond Benchmark”). The Core Bond Fund seeks this investment objective while providing protection against interest rate risk. We attempt to accomplish this investment objective by investing at least 80% of Core Bond Fund assets in U.S. dollar-denominated, investment-grade debt securities. The portfolio’s sensitivity to interest rate changes is intended to track the market for domestic, investment-grade fixed-income securities.

 

1

 

 

 

The modified duration of the Core Bond Fund’s investment portfolio at the end of each calendar month will typically be within half a year of the Core Bond Benchmark. The primary strategies utilized for value-add are sector rotation, issue selection, and yield curve positioning.

 

PERFORMANCE SUMMARY

Six months ending November 30, 2018, the Fund returned -0.49% compared to the benchmark return of -0.30%, underperforming by 19 bps. One year ending November 30, 2018, the Fund returned -1.21% compared to the benchmark return of -1.34%, outperforming the benchmark by 13 bps. The Fund portfolio was underweight Treasuries and MBS while being overweight ABS and CMBS, which primarily contributed to outperformance. The top outperformers included United Health, Verizon, and several seasoned CMBS subordinate credit positions. ABS bonds, particularly shorter subprime auto bonds, continued to outperform corporate credit. Earlier vintage subordinate Agency CMBS bonds from Freddie Mac’s K-series also performed well. Names that contributed to underperformance were Dell, ONEOK Inc, Enel SpA, Cenovus Energy, and an ABS issuer.

 

RYAN LABS LONG CREDIT FUND

INVESTMENT PHILOSOPHY

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

 

PERFORMANCE SUMMARY

For the six months ending November 2018, the Fund returned -4.18% compared to the benchmark return of -3.94%, underperforming by 24 bps. The portfolio was underweight industrials and government related sectors while being overweight financials and utilities. The overweight to the utility sector and allocation to the Government related sector were contributors to underperformance. Top performers included Verizon, 21st Century Fox America, Goldman Sachs, Comcast and Manulife Financial. Underperformers were General Electric, General Motors, Electricite de France (EDF) and Baker Hughes. One year ending November 30, 2018, the Fund returned -7.38% compared to the benchmark return of -7.15%, underperforming the benchmark by 22 bps.

 

OUTLOOK

Over the last several years investment grade, non-financial, corporate borrowers have increased leverage for merger related reasons or capital structure changes. As a result, leverage is somewhat high historically for the investment grade universe. Because this is concentrated in non-cyclical sectors there is a lower risk of various companies falling below investment grade in the next economic downturn. Banks, insurance companies and

 

2

 

 

 

finance companies have much less risky balance sheets than the last downturn in part due to the regulatory environment. At this writing credit markets have come under pressure with the credit index moving from 100 bps over US Treasuries to 150 bps at year end 2018. In the past, a full cycle widening in credit spreads implies the potential for another 50 bps of widening (to 200 bps). Half of the traditional move wider in spreads has occurred without the expectation of imminent recession and with a healthier banking sector. This implies that there is a chance the move wider may not be as severe as the past since companies appear to have time to get ahead of the cycle by reducing credit leverage while banks are much less risky. The biggest risk to this view would be another benchmark issuer experiencing unexpected poor fundamental performance resulting in swift credit downgrades and the associated market technical risks. This was the catalyst for the initial move wider in spreads as General Electric came under credit pressure in 2018

 

Richard Familetti
President, Ryan Labs Asset Management

 

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

 

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

 

The Letter to Shareholders seeks to describe some of the Adviser’s current opinions and views of the financial markets. Although the Adviser believes it has a reasonable basis for any opinions or views expressed, actual results may differ, sometimes significantly so, from those expected or expressed. The securities held by the Funds that are discussed in the Letter to Shareholders were held during the period covered by this Report. They do not comprise the entire investment portfolios of the Funds, may be sold at any time and may no longer be held by the Funds. The opinions of the Funds’ Adviser with respect to those securities may change at any time. For a complete list of securities held by the Funds as of November 30, 2018, please see the Schedules of Investments sections of the Annual Report.

 

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

 

3

 

 

 

RYAN LABS CORE BOND FUND
PERFORMANCE INFORMATION
November 30, 2018 (Unaudited)

 

 

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

Average Annual Total Returns
For the Periods Ended November 30, 2018

 
 

1 Year

3 Years

Since
Inception
(b)

 

Ryan Labs Core Bond Fund(a)

(1.21%)

1.75%

1.55%

 

Bloomberg Barclays U.S. Aggregate Bond Index

(1.34%)

1.33%

1.28%

 

 

(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 December 29, 2014.

 

4

 

 

 

RYAN LABS LONG CREDIT FUND
PERFORMANCE INFORMATION
November 30, 2018 (Unaudited)

 

 

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

Average Annual Total Returns
For the Periods Ended November 30, 2018

 
 

1 Year

3 Years

Since
Inception
(b)

 

Ryan Labs Long Credit Fund(a)

(7.38%)

3.04%

3.23%

 

Bloomberg Barclays U.S. Long Credit Index

(7.15%)

3.59%

3.90%

 

 

(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 November 13, 2015.

 

5

 

 

 

RYAN LABS CORE BOND FUND
PORTFOLIO INFORMATION
November 30, 2018 (Unaudited)

 

 

Asset Allocation (% of Net Assets)

Top 10 Bond Holdings

 

 

Security Description

% of
Net Assets

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

3.9%

Federal National Mortgage Association, Pool #MA3305, 3.500%, due 03/01/2048

2.0%

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

1.7%

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

1.7%

U.S. Treasury Notes, 2.875%, due 08/15/2028

1.7%

U.S. Treasury Bonds, 4.500%, due 02/15/2036

1.6%

U.S. Treasury Bonds, 3.125%, due 05/15/2048

1.3%

U.S. Treasury Notes, 2.250%, due 11/15/2027

1.2%

Government National Mortgage Association, Pool #MA3937, 3.500%, due 09/20/2046

1.2%

Federal National Mortgage Association, Pool #MA3240, 4.500%, due 01/01/2048

1.2%

 

6

 

 

 

RYAN LABS LONG CREDIT FUND
PORTFOLIO INFORMATION
November 30, 2018 (Unaudited)

 

 

Asset Allocation (% of Net Assets)

Top 10 Bond Holdings

 

 

Security Description

% of
Net Assets

U.S. Treasury Bonds, 3.000%, due 08/15/2048

5.7%

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

2.2%

AT&T, Inc., 4.350%, due 06/15/2045

2.0%

Microsoft Corporation, 4.100%, due 02/06/2037

1.9%

Walmart, Inc., 3.950%, due 06/28/2038

1.9%

Wells Fargo & Company, 5.375%, due 02/07/2035

1.6%

HSBC Bank USA, 5.875%, due 11/01/2034

1.6%

CVS Health Corporation, 5.050%, due 03/25/2048

1.6%

Medtronic, Inc., 4.375%, due 03/15/2035

1.5%

BHP Billiton Finance (USA) Ltd., 5.000%, due 09/30/2043

1.4%

 

7

 

 

 

RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS
November 30, 2018

U.S. TREASURY
OBLIGATIONS — 15.7%

Coupon

Maturity

 

Par Value

   

Value

 

U.S. Treasury Notes — 7.1%

                   

U.S. Treasury Notes

1.375%

08/31/20

  $ 185,000     $ 180,455  

U.S. Treasury Notes

1.375%

10/31/20

    3,785,000       3,682,982  

U.S. Treasury Notes

2.250%

11/15/27

    1,235,000       1,162,299  

U.S. Treasury Notes

2.875%

08/15/28

    1,610,000       1,590,756  
                  6,616,492  

U.S. Treasury Bonds — 8.6%

                   

U.S. Treasury Bonds

5.375%

02/15/31

    485,000       598,748  

U.S. Treasury Bonds

4.500%

02/15/36

    1,235,000       1,461,690  

U.S. Treasury Bonds

5.000%

05/15/37

    165,000       207,823  

U.S. Treasury Bonds

4.375%

02/15/38

    55,000       64,541  

U.S. Treasury Bonds

4.500%

05/15/38

    415,000       494,774  

U.S. Treasury Bonds

4.250%

05/15/39

    810,000       935,930  

U.S. Treasury Bonds

3.000%

05/15/42

    1,085,000       1,032,699  

U.S. Treasury Bonds

2.875%

11/15/46

    80,000       73,591  

U.S. Treasury Bonds

3.000%

02/15/47

    60,000       56,564  

U.S. Treasury Bonds

2.750%

08/15/47

    265,000       237,206  

U.S. Treasury Bonds

2.750%

11/15/47

    1,150,000       1,028,576  

U.S. Treasury Bonds

3.000%

02/15/48

    245,000       230,443  

U.S. Treasury Bonds

3.125%

05/15/48

    1,280,000       1,233,850  

U.S. Treasury Bonds

3.000%

08/15/48

    355,000       333,908  
                  7,990,343  

Total U.S. Treasury Obligations
(Cost $15,136,979)

              $ 14,606,835  

 

 

MORTGAGE-BACKED
SECURITIES — 39.1%

Coupon

Maturity

 

Par Value

   

Value

 

Commercial — 18.6%

                   

AMSR Mortgage Trust,
Series 2016-SFR1, Class D, 144A
(1MO LIBOR + 240) (a)

4.707%

11/17/33

  $ 1,000,000     $ 1,001,807  

Banc of America Merrill Lynch Mortgage Trust,
Series 2014-FRR5, Class A-K37, 144A (a)

2.631%

01/27/47

    400,000       351,810  

Barclays Commercial Mortgage Securities Trust,
Series 2018-TALL, Class C, 144A
(1MO LIBOR + 112) (a)

3.427%

03/15/37

    650,000       648,165  

 

8

 

 

 

RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)

MORTGAGE-BACKED
SECURITIES — 39.1% (Continued)

Coupon

Maturity

 

Par Value

   

Value

 

Commercial — 18.6% (Continued)

                   

Citigroup Comercial Mortgage Trust, Series 2014-GC21, Class D, 144A (a)

4.926%

05/10/47

  $ 720,000     $ 655,756  

Commercial Mortgage Trust,
Series 2012-CR5, Class E, 144A (a)

4.320%

12/10/45

    410,000       385,253  

Commercial Mortgage Trust,
Series 2013-CR7, Class D, 144A (a)

4.389%

03/10/46

    410,000       301,078  

Commercial Mortgage Trust,
Series 2014-CR19, Class D, 144A (a)

4.714%

08/10/47

    265,000       237,363  

Commercial Mortgage Trust,
Series 2016-CR28, Class D (a)

3.897%

02/10/49

    310,000       279,985  

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

2.500%

05/25/43

    407,162       376,955  

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

3.356%

08/15/48

    233,687       187,176  

FREMF Mortgage Trust,
Series 2013-K35, Class C, 144A (a)

3.940%

08/25/23

    389,000       386,443  

FREMF Mortgage Trust,
Series 2018-K733, Class B, 144A (a)

4.079%

09/25/25

    244,000       238,236  

FREMF Mortgage Trust,
Series 2015-K44, Class C, 144A (a)

3.683%

01/25/48

    620,000       586,022  

FREMF Mortgage Trust,
Series 2015-K45, Class C, 144A (a)

3.591%

04/25/48

    315,000       297,123  

FREMF Mortgage Trust,
Series 2015-K46, Class B, 144A (a)

3.695%

04/25/48

    390,000       379,134  

FREMF Mortgage Trust,
Series 2015-K46, Class C, 144A (a)

3.695%

04/25/48

    250,000       238,869  

FREMF Mortgage Trust,
Series 2015-K48, Class C, 144A (a)

3.637%

08/25/48

    260,000       242,529  

FREMF Mortgage Trust,
Series 2015-K51, Class B, 144A (a)

3.953%

10/25/48

    300,000       295,701  

FREMF Mortgage Trust,
Series 2016-K52, Class C, 144A (a)

3.923%

01/25/49

    425,000       404,560  

FREMF Mortgage Trust,
Series 2016-K55, Class C, 144A (a)

4.161%

04/25/49

    330,000       312,945  

FREMF Mortgage Trust,
Series 2016-K56, Class C, 144A (a)

3.938%

06/25/49

    830,000       782,500  

FREMF Mortgage Trust,
Series 2016-K57, Class C, 144A (a)

3.919%

08/25/49

    350,000       332,460  

FREMF Mortgage Trust,
Series 2017-K729, Class B, 144A (a)

3.675%

11/25/49

    610,000       588,546  

Goldman Sachs Mortgage
Securities Trust,
Series 2011-GC3, Class E, 144A

5.000%

03/10/44

    595,000       571,139  

Hudson’s Bay Simon JV Trust,
Series 2015-HB10, Class A10, 144A

4.154%

08/05/34

    370,000       360,331  

 

9

 

 

 

RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)

MORTGAGE-BACKED
SECURITIES — 39.1% (Continued)

Coupon

Maturity

 

Par Value

   

Value

 

Commercial — 18.6% (Continued)

                   

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

2.854%

10/06/38

  $ 70,000     $ 65,269  

JPMorgan Mortgage Trust,
Series 2017-3, Class 1A3, 144A

3.500%

08/25/47

    496,412       478,540  

JPMorgan Mortgage Trust,
Series 2018-3, Class A5, 144A

3.500%

04/25/48

    186,671       182,631  

JPMorgan Mortgage Trust,
Series 2018-1, Class A3, 144A

3.500%

06/25/48

    188,452       181,555  

JPMorgan Mortgage Trust,
Series 2018-1, Class A5, 144A

3.500%

06/25/48

    211,288       206,716  

JPMorgan Mortgage Trust,
Series 2018-4, Class A15, 144A

3.500%

10/25/48

    367,244       362,351  

SFAVE Commercial Mortgage
Securities Trust,
Series 2015-5AVE, Class A1, 144A

3.872%

01/05/43

    624,000       556,375  

Sutherland Commercial Mortgage Trust, Series 2018-SBC7, Class A, 144A

4.720%

05/25/39

    496,786       496,781  

Towd Point Mortgage Trust,
Series 2015-1, Class A5, 144A (a)

3.735%

10/25/53

    835,000       838,213  

Towd Point Mortgage Trust,
Series 2017-1, Class M2, 144A

3.750%

10/25/56

    740,000       706,645  

Towd Point Mortgage Trust,
Series 2016-5, Class M2, 144A

3.375%

10/25/56

    620,000       581,902  

Towd Point Mortgage Trust,
Series 2015-2, Class 1M2, 144A (a)

3.685%

11/25/60

    445,000       444,633  

Tralee CDO Ltd.,
Series 2013-1A, Class AR, 144A
(3MO LIBOR + 132) (a)

3.668%

07/20/29

    640,000       640,425  

UBS Commercial Mortgage Trust,
Series 2018-NYCHC, Class D, 144A (1MO LIBOR + 210) (a)

4.407%

02/15/32

    450,000       447,929  

UBS Commercial Mortgage Trust,
Series 2018-C14, Class D, 144A (a) (b)

3.000%

12/15/51

    415,000       301,620  

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

6.051%

01/10/45

    480,000       460,100  
                  17,393,571  

Federal Home Loan Mortgage Corporation — 8.4%

                   

Federal Home Loan Mortgage Corporation, Pool #J19087

3.000%

05/01/27

    233,346       231,503  

Federal Home Loan Mortgage Corporation, Pool #G18481

3.000%

09/01/28

    169,037       167,389  

Federal Home Loan Mortgage Corporation, Pool #G18622

2.500%

12/01/31

    315,703       304,283  

 

10

 

 

 

RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)

MORTGAGE-BACKED
SECURITIES — 39.1% (Continued)

Coupon

Maturity

 

Par Value

   

Value

 

Federal Home Loan Mortgage Corporation — 8.4% (Continued)

                   

Federal Home Loan Mortgage Corporation, Pool #A93093

4.500%

07/01/40

  $ 77,650     $ 80,769  

Federal Home Loan Mortgage Corporation, Pool #A94472

4.000%

10/01/40

    133,915       135,974  

Federal Home Loan Mortgage Corporation, Series 4667, Class LA

3.500%

01/15/43

    840,045       842,169  

Federal Home Loan Mortgage Corporation, Series 2018-HRP1, Class M-2, 144A (a)

3.931%

04/25/43

    201,500       202,103  

Federal Home Loan Mortgage Corporation, Pool #Q19470

3.000%

06/01/43

    170,730       164,056  

Federal Home Loan Mortgage Corporation, Pool #Q20576

3.000%

08/01/43

    315,642       303,356  

Federal Home Loan Mortgage Corporation, Pool #G08572

3.500%

02/01/44

    110,171       108,900  

Federal Home Loan Mortgage Corporation, Series 4791, Class L

4.000%

05/15/44

    240,861       245,691  

Federal Home Loan Mortgage Corporation, Pool #G08659

3.500%

08/01/45

    857,556       844,465  

Federal Home Loan Mortgage Corporation, Pool #G08677

4.000%

11/01/45

    445,234       448,554  

Federal Home Loan Mortgage Corporation, Pool #G08707

4.000%

05/01/46

    1,585,834       1,597,490  

Federal Home Loan Mortgage Corporation, Pool #G08737

3.000%

12/01/46

    1,683,357       1,606,573  

Federal Home Loan Mortgage Corporation, Pool #G08772

4.500%

06/01/47

    548,192       564,120  
                  7,847,395  

Federal National Mortgage Association — 8.6%

                   

Federal National Mortgage Association, Pool #AJ7494

3.000%

12/01/26

    161,096       159,358  

Federal National Mortgage Association, Pool #AB5490

3.000%

07/01/27

    55,325       55,019  

Federal National Mortgage Association, Pool #AE0443

6.500%

10/01/39

    15,211       16,898  

Federal National Mortgage Association, Pool #AB5379

3.500%

06/01/42

    1,070,414       1,059,052  

Federal National Mortgage Association, Pool #AB6670

3.000%

10/01/42

    150,105       144,491  

Federal National Mortgage Association, Pool #AB9345

3.000%

05/01/43

    295,708       284,265  

Federal National Mortgage Association, Pool #AB9350

3.000%

05/01/43

    124,797       120,018  

 

11

 

 

 

RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)

MORTGAGE-BACKED
SECURITIES — 39.1% (Continued)

Coupon

Maturity

 

Par Value

   

Value

 

Federal National Mortgage Association — 8.6% (Continued)

                   

Federal National Mortgage Association, Pool #AB9558

3.000%

06/01/43

  $ 307,292     $ 295,422  

Federal National Mortgage Association, Pool #AT5860

3.500%

06/01/43

    564,452       558,224  

Federal National Mortgage Association, Pool #AL4010

3.500%

07/01/43

    132,225       130,817  

Federal National Mortgage Association, Pool #AL5625

3.500%

03/01/44

    82,899       82,018  

Federal National Mortgage Association, Pool #AL5538

4.000%

07/01/44

    54,157       54,875  

Federal National Mortgage Association, Pool #AS5165

3.000%

06/01/45

    172,900       165,869  

Federal National Mortgage Association, Pool #AS7838

3.000%

08/01/46

    432,718       413,023  

Federal National Mortgage Association, Pool #MA3088

4.000%

08/01/47

    448,194       450,930  

Federal National Mortgage Association, Pool #MA3143

3.000%

09/01/47

    70,619       67,376  

Federal National Mortgage Association, Pool #890813

3.500%

12/01/47

    475,720       467,628  

Federal National Mortgage Association, Pool #MA3238

3.500%

01/01/48

    527,311       517,284  

Federal National Mortgage Association, Pool #MA3240

4.500%

01/01/48

    1,078,766       1,110,455  

Federal National Mortgage Association, Pool #MA3305

3.500%

03/01/48

    1,869,337       1,833,770  
                  7,986,792  

Government National Mortgage Association — 3.5%

                   

Government National Mortgage Association, Pool #5175

4.500%

09/20/41

    68,714       71,873  

Government National Mortgage Association, Pool #MA3521

3.500%

03/20/46

    541,358       536,331  

Government National Mortgage Association, Pool #MA3937

3.500%

09/20/46

    1,168,671       1,156,557  

Government National Mortgage Association, Pool #MA5076

3.000%

03/20/48

    478,566       460,955  

Government National Mortgage Association, Series 2018-45, Class B

2.600%

09/16/52

    680,000       595,996  

Government National Mortgage Association, Series 2015-41, Class C (a)

3.150%

01/16/57

    490,000       444,998  
                  3,266,710  

Total Mortgage-Backed Securities (Cost $37,435,151)

              $ 36,494,468  

 

12

 

 

 

RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)

ASSET-BACKED
SECURITIES — 16.1%

Coupon

Maturity

 

Par Value

   

Value

 

American Credit Acceptance Receivables Trust, Series 2017-3, Class D, 144A

3.430%

10/10/23

  $ 330,000     $ 328,208  

AmeriCredit Automobile Receivables Trust, Series 2017-3, Class D

3.180%

07/18/23

    410,000       402,896  

AmeriCredit Automobile Receivables Trust, Series 2018-1, Class D

3.820%

03/18/24

    240,000       238,647  

AmeriCredit Automobile Receivables Trust, Series 2018-3, Class D

4.040%

11/18/24

    470,000       470,208  

CIM Trust, Series 2018-R3, Class A2, 144A (b)

4.000%

09/25/57

    480,000       473,097  

CommonBond Student Loan Trust, Series 2018-AGS, Class B, 144A

3.580%

02/25/44

    225,000       221,579  

CommonBond Student Loan Trust, Series 2018-BGS, Class B, 144A

3.990%

09/25/45

    570,000       573,190  

Credit Acceptance Auto Loan Trust, Series 2018-3A, Class C, 144A

4.040%

12/15/27

    320,000       319,370  

Drive Auto Receivables Trust, Series 2017-BA, Class D, 144A

3.720%

10/17/22

    440,000       441,003  

Drive Auto Receivables Trust, Series 2017-3, Class D, 144A

3.530%

12/15/23

    1,000,000       995,626  

Drive Auto Receivables Trust, Series 17-AA, Class D, 144A

4.160%

05/15/24

    400,000       403,394  

Drive Auto Receivables Trust, Series 2018-1, Class D

3.810%

05/15/24

    620,000       617,846  

Drive Auto Receivables Trust, Series 2018-2, Class D

4.140%

08/15/24

    290,000       288,659  

Drive Auto Receivables Trust, Series 2018-4, Class D

4.090%

01/15/26

    700,000       697,522  

Drive Auto Receivables Trust, Series 2018-5, Class D

4.530%

04/15/26

    290,000       291,032  

Exeter Automobile Receivables Trust, Series 2018-2A, Class D, 144A

4.040%

03/15/24

    425,000       423,669  

Harley Marine Financing, LLC, Series 2018-1A, Class A2, 144A (a)

5.682%

05/15/43

    650,100       604,398  

Hertz Vehicle Financing, LLC, Series 2018-1A, Class B, 144A

3.600%

02/25/24

    260,000       251,768  

Hertz Vehicle Financing, LLC, Series 2018-1A, Class C, 144A

4.390%

02/25/24

    240,000       239,623  

OneMain Direct Auto Receivables Trust, Series 2018-1A, Class D, 144A

4.400%

01/14/28

    360,000       363,016  

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

2.800%

08/15/22

    660,000       653,207  

Santander Drive Auto Receivables Trust, Series 2016-2, Class E

4.380%

09/15/23

    620,000       626,025  

 

13

 

 

 

RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)

ASSET-BACKED
SECURITIES — 16.1% (Continued)

Coupon

Maturity

 

Par Value

   

Value

 

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

4.290%

02/15/24

  $ 635,000     $ 639,662  

Santander Drive Auto Receivables Trust, Series 2018-1, Class D

3.320%

03/15/24

    280,000       275,409  

Santander Drive Auto Receivables Trust, Series 2018-4, Class D

3.980%

12/15/25

    360,000       359,630  

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

3.731%

07/05/36

    510,000       453,081  

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

2.630%

10/20/33

    147,579       143,190  

SoFi Consumer Loan Program Trust, Series 2017-3, Class B, 144A (a)

3.850%

05/25/26

    200,000       197,930  

SoFi Consumer Loan Program Trust, Series 2017-5, Class B, 144A

3.690%

09/25/26

    534,000       526,337  

SoFi Consumer Loan Program Trust, Series 2018-1, Class B, 144A

3.650%

02/25/27

    410,000       403,813  

SoFi Consumer Loan Program Trust, Series 2018-2, Class C, 144A

4.250%

04/26/27

    760,000       753,542  

SoFi Consumer Loan Program Trust, Series 2018-3, Class C, 144A

4.670%

08/25/27

    460,000       462,493  

SoFi Consumer Loan Program Trust, Series 2018-4, Class D, 144A

4.760%

11/26/27

    510,000       513,747  

Westlake Automobile Receivables Trust, Series 2018-1A, Class D, 144A

3.410%

05/15/23

    325,000       320,581  

Total Asset-Backed Securities
(Cost $15,103,167)

              $ 14,973,398  

 

CORPORATE BONDS — 26.4%

Coupon

Maturity

 

Par Value

   

Value

 

Communication Services — 2.3%

                   

Américan Móvil S.A.B. de C.V.

5.000%

10/16/19

  $ 380,000     $ 385,264  

AT&T, Inc.

4.250%

03/01/27

    250,000       240,977  

AT&T, Inc.

5.250%

03/01/37

    263,000       249,217  

Comcast Corporation

3.950%

10/15/25

    100,000       99,607  

Sprint Spectrum Company, L.P., 144A

3.360%

03/20/23

    735,000       726,731  

Verizon Communications, Inc.

4.272%

01/15/36

    520,000       478,292  
                  2,180,088  

Consumer Discretionary — 0.6%

                   

Alibaba Group Holding Ltd.

2.500%

11/28/19

    205,000       203,306  

Alibaba Group Holding Ltd.

3.600%

11/28/24

    345,000       333,820  
                  537,126  

Consumer Staples — 0.5%

                   

Kroger Company (The)

4.450%

02/01/47

    515,000       447,640  

 

14

 

 

 

RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)

CORPORATE BONDS — 26.4%
(Continued)

Coupon

Maturity

 

Par Value

   

Value

 

Energy — 3.8%

                   

Boardwalk Pipelines, L.P.

4.450%

07/15/27

  $ 500,000     $ 467,225  

Cenovus Energy, Inc.

6.750%

11/15/39

    450,000       435,050  

Enable Midstream Partners, L.P.

4.400%

03/15/27

    505,000       461,688  

Kinder Morgan, Inc.

3.150%

01/15/23

    438,000       419,151  

Marathon Petroleum Corporation, 144A

4.750%

12/15/23

    520,000       531,381  

Motiva Enterprises, LLC, 144A

6.850%

01/15/40

    320,000       327,669  

ONEOK, Inc.

4.950%

07/13/47

    505,000       451,453  

Shell International Finance B.V.

1.875%

05/10/21

    185,000       178,546  

TC Pipelines, L.P.

4.375%

03/13/25

    290,000       285,479  
                  3,557,642  

Financials — 10.4%

                   

Air Lease Corporation

2.125%

01/15/20

    250,000       245,937  

American Financial Group, Inc.

4.500%

06/15/47

    440,000       386,995  

Associated Bank, N.A.

3.500%

08/13/21

    365,000       361,993  

Aviation Capital Group, LLC, 144A

4.125%

08/01/25

    470,000       448,970  

Bank of America Corporation

3.004%

12/20/23

    430,000       412,621  

Bank of America Corporation

3.705%

04/24/28

    340,000       320,866  

Bank of Montreal

1.500%

07/18/19

    200,000       198,129  

Berkshire Hathaway, Inc.

2.100%

08/14/19

    80,000       79,576  

BGC Partners, Inc.

5.375%

12/09/19

    195,000       199,076  

BGC Partners, Inc.

5.375%

07/24/23

    650,000       650,012  

Boral Finance Properties Ltd., 144A

3.000%

11/01/22

    380,000       365,491  

Brighthouse Financial, Inc.

4.700%

06/22/47

    515,000       385,399  

Capital One Bank

3.375%

02/15/23

    220,000       211,053  

Citigroup, Inc.

4.450%

09/29/27

    265,000       255,821  

Credit Suisse AG of New York

3.625%

09/09/24

    586,000       569,968  

GE Capital International Funding Company

2.342%

11/15/20

    215,000       204,466  

General Motors Financial Company, Inc.

3.250%

01/05/23

    140,000       131,687  

General Motors Financial Company, Inc.

4.350%

01/17/27

    405,000       373,848  

Goldman Sachs Group, Inc. (The)

3.850%

01/26/27

    314,000       295,946  

Goldman Sachs Group, Inc. (The)

4.017%

10/31/38

    415,000       362,400  

Hyundai Capital America, 144A

2.600%

03/19/20

    235,000       231,444  

JPMorgan Chase & Company

3.797%

07/23/24

    450,000       445,162  

JPMorgan Chase & Company

3.625%

12/01/27

    490,000       452,308  

Mitsubishi UFJ Financial Group, Inc.

3.535%

07/26/21

    470,000       469,696  

Morgan Stanley

3.950%

04/23/27

    280,000       262,709  

SMBC Aviation Capital Finance Designated Activity, 144A

2.650%

07/15/21

    325,000       313,827  

 

15

 

 

 

RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)

CORPORATE BONDS — 26.4%
(Continued)

Coupon

Maturity

 

Par Value

   

Value

 

Financials — 10.4% (Continued)

                   

Sumitomo Mitsui Financial Group, Inc.

2.442%

10/19/21

  $ 435,000     $ 421,885  

Sumitomo Mitsui Financial Group, Inc.

2.784%

07/12/22

    290,000       280,756  

Voya Financial, Inc.

4.800%

06/15/46

    415,000       388,222  
                  9,726,263  

Health Care — 1.3%

                   

Bayer U.S. Finance II, LLC

5.500%

08/15/25

    315,000       327,804  

Celgene Corporation

4.350%

11/15/47

    445,000       371,786  

CVS Health Corporation

5.050%

03/25/48

    510,000       495,037  
                  1,194,627  

Information Technology — 3.3%

                   

Arrow Electronics, Inc.

3.250%

09/08/24

    310,000       287,220  

Arrow Electronics, Inc.

3.875%

01/12/28

    505,000       460,934  

Broadcom Corporation/Broadcom Cayman Finance Ltd.

3.875%

01/15/27

    540,000       485,895  

Dell, Inc., 144A

8.350%

07/15/46

    370,000       407,847  

Motorola Solutions, Inc.

3.750%

05/15/22

    590,000       582,397  

Seagate HDD Cayman

4.875%

03/01/24

    270,000       253,453  

Seagate HDD Cayman

4.875%

06/01/27

    180,000       160,358  

Tech Data Corporation

4.950%

02/15/27

    480,000       451,250  
                  3,089,354  

Materials — 1.1%

                   

Domtar Corporation

6.750%

02/15/44

    320,000       318,581  

DowDuPont, Inc.

4.493%

11/15/25

    265,000       267,683  

Glencore Funding, LLC, 144A

4.000%

03/27/27

    460,000       419,549  

LyondellBasell Industries N.V.

5.000%

04/15/19

    33,000       33,056  
                  1,038,869  

Real Estate — 1.9%

                   

Alexandria Real Estate Equities, Inc.

3.450%

04/30/25

    450,000       429,626  

Crown Castle International Corporation

3.200%

09/01/24

    550,000       518,477  

Crown Castle International Corporation

4.750%

05/15/47

    175,000       162,014  

EPR Properties

5.750%

08/15/22

    385,000       401,404  

Hudson Pacific Properties, L.P.

3.950%

11/01/27

    265,000       245,405  
                  1,756,926  

Utilities — 1.2%

                   

Électricité de France S.A., 144A

5.000%

09/21/48

    250,000       222,506  

ENEL Finance International N.V., 144A

4.750%

05/25/47

    515,000       418,952  

Oglethorpe Power Corporation

6.100%

03/15/19

    60,000       60,467  

Southern California Edison Company

4.000%

04/01/47

    430,000       376,043  
                  1,077,968  

Total Corporate Bonds
(Cost $26,295,369)

              $ 24,606,503  

 

16

 

 

 

RYAN LABS CORE BOND FUND
SCHEDULE OF INVESTMENTS (Continued)

INTERNATIONAL BONDS — 0.1%

Coupon

Maturity

 

Par Value

   

Value

 

United Mexican States (Cost $102,567)

4.000%

10/02/23

  $ 100,000     $ 98,551  

 

 

MONEY MARKET FUNDS — 2.6%

 

Shares

   

Value

 

Invesco Short-Term Investments Trust - Treasury Portfolio - Institutional Shares, 2.13% (c) (Cost $2,435,031)

    2,435,031     $ 2,435,031  
                 

Investments at Value — 100.0%
(Cost $96,508,264)

          $ 93,214,786  
                 

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

            34,585  
                 

Net Assets — 100.0%

          $ 93,249,371  

 

144A -

This security was purchased in a transaction exempt from registration in compliance with Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. The total value of such securities is $30,955,535 as of November 30, 2018, representing 33.2% of net assets (Note 6).

LIBOR -

London interbank offered rate.

 

(a)

Variable rate security. Interest rate resets periodically. The rate shown is the effective interest rate as of November 30, 2018. For securities based on a published reference rate and spread, the reference rate and spread (in basis points) are indicated parenthetically. Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities, therefore, do not indicate a reference rate and spread.

(b)

Security value has been determined in good faith pursuant to procedures adopted by the Board of Trustees. The total value of such securities is $774,717 as of November 30, 2018, representing 0.8% of net assets (Note 2).

(c)

The rate shown is the 7-day effective yield as of November 30, 2018.

(d)

Percentage rounds to less than 0.1%.

See accompanying notes to financial statements.

 

17

 

 

 

RYAN LABS LONG CREDIT FUND
SCHEDULE OF INVESTMENTS
November 30, 2018

U.S. TREASURY
OBLIGATIONS — 7.2%

Coupon

Maturity

 

Par Value

   

Value

 

U.S. Treasury Notes — 1.2%

                   

U.S. Treasury Notes

3.125%

11/15/28

  $ 1,100,000     $ 1,110,484  
                     

U.S. Treasury Bonds — 6.0%

                   

U.S. Treasury Bonds

3.125%

05/15/48

    375,000       361,479  

U.S. Treasury Bonds

3.000%

08/15/48

    5,510,000       5,182,629  
                  5,544,108  

Total U.S. Treasury Obligations
(Cost $6,622,159)

              $ 6,654,592  

 

 

MORTGAGE-BACKED
SECURITIES — 0.1%

Coupon

Maturity

 

Par Value

   

Value

 

Commercial — 0.1%

                   

Commercial Mortgage Trust, Series 2013-CR7, Class D, 144A (a) (Cost $72,068)

4.389%

03/10/46

  $ 82,500     $ 60,583  

 

 

MUNICIPAL BONDS — 1.0%

Coupon

Maturity

 

Par Value

   

Value

 

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

5.750%

06/15/41

  $ 765,000     $ 923,508  

New York State Dormitory Authority, Build America Bonds, Revenue

5.600%

03/15/40

    10,000       11,731  

Total Municipal Bonds
(Cost $966,496)

              $ 935,239  

 

 

CORPORATE BONDS — 88.3%

Coupon

Maturity

 

Par Value

   

Value

 

Communication Services — 6.9%

                   

América Móvil S.A.B. de C.V.

4.375%

07/16/42

  $ 390,000     $ 356,585  

AT&T, Inc.

4.500%

05/15/35

    515,000       455,967  

AT&T, Inc.

4.350%

06/15/45

    2,250,000       1,832,748  

Comcast Corporation

4.250%

01/15/33

    2,040,000       1,978,169  

Comcast Corporation

4.600%

10/15/38

    265,000       259,278  

Interpublic Group of Companies, Inc. (The)

5.400%

10/01/48

    970,000       913,080  

Time Warner, Inc.

6.550%

05/01/37

    100,000       101,445  

Time Warner, Inc.

6.750%

06/15/39

    450,000       464,271  
                  6,361,543  

 

18

 

 

 

RYAN LABS LONG CREDIT FUND
SCHEDULE OF INVESTMENTS (Continued)

CORPORATE BONDS — 88.3%
(Continued)

Coupon

Maturity

 

Par Value

   

Value

 

Consumer Discretionary — 7.3%

                   

21st Century Fox America, Inc.

6.200%

12/15/34

  $ 740,000     $ 881,075  

CBS Corporation

4.850%

07/01/42

    525,000       487,538  

Ford Motor Company

4.750%

01/15/43

    505,000       380,138  

General Motors Company, Inc.

6.750%

04/01/46

    1,130,000       1,098,402  

Hasbro, Inc.

6.350%

03/15/40

    657,000       693,799  

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

4.350%

09/30/44

    690,000       672,355  

Lowe's Companies, Inc.

4.050%

05/03/47

    1,070,000       962,772  

Newell Brands, Inc.

5.500%

04/01/46

    695,000       627,507  

Warner Media, LLC

4.650%

06/01/44

    1,015,000       872,343  
                  6,675,929  

Consumer Staples — 6.5%

                   

Anheuser-Busch Companies, LLC/Anheuser-Busch InBev Worldwide, Inc., 144A

4.700%

02/01/36

    1,335,000       1,253,134  

Conagra Brands, Inc.

5.400%

11/01/48

    505,000       479,379  

Constellation Brands, Inc.

5.250%

11/15/48

    985,000       978,346  

General Mills, Inc.

4.550%

04/17/38

    545,000       496,117  

Kroger Company (The)

4.450%

02/01/47

    1,135,000       986,548  

Walmart, Inc.

3.950%

06/28/38

    1,820,000       1,758,521  
                  5,952,045  

Energy — 11.1%

                   

Baker Hughes, a GE Company, LLC

4.080%

12/15/47

    1,300,000       1,053,322  

Boardwalk Pipelines, L.P.

5.950%

06/01/26

    706,000       718,918  

Boardwalk Pipelines, L.P.

4.450%

07/15/27

    340,000       317,713  

Energy Transfer Partners, L.P.

7.500%

07/01/38

    165,000       180,073  

Energy Transfer Partners, L.P.

6.500%

02/01/42

    965,000       971,032  

Energy Transfer Partners, L.P.

5.950%

10/01/43

    160,000       148,896  

Enterprise Products Operating, LLC

5.375%

02/15/78

    1,480,000       1,270,435  

EQT Corporation

3.900%

10/01/27

    1,000,000       876,546  

Kinder Morgan Energy Partners, L.P.

6.500%

09/01/39

    1,063,000       1,116,892  

Marathon Petroleum Corporation

5.850%

12/15/45

    615,000       605,636  

MPLX, L.P.

5.500%

02/15/49

    515,000       491,037  

Petroleos Mexicanos

6.750%

09/21/47

    812,000       671,930  

Shell International Finance B.V.

3.750%

09/12/46

    495,000       441,722  

TransCanada Pipelines Ltd.

4.875%

05/15/48

    1,220,000       1,161,414  

Williams Companies, Inc. (The)

4.850%

03/01/48

    165,000       145,241  
                  10,170,807  

Financials — 14.4%

                   

American International Group, Inc.

4.500%

07/16/44

    370,000       320,508  

AXA Equitable Holdings, Inc., 144A

5.000%

04/20/48

    900,000       792,945  

Banco Santander S.A.

5.179%

11/19/25

    1,040,000       1,023,664  

Bank of America Corporation

4.244%

04/24/38

    975,000       906,376  

Brighthouse Financial, Inc.

4.700%

06/22/47

    1,200,000       898,018  

 

19

 

 

 

RYAN LABS LONG CREDIT FUND
SCHEDULE OF INVESTMENTS (Continued)

CORPORATE BONDS — 88.3%
(Continued)

Coupon

Maturity

 

Par Value

   

Value

 

Financials — 14.4% (Continued)

                   

Capital One Financial Corporation

3.750%

03/09/27

  $ 965,000     $ 890,932  

Capital One Financial Corporation

3.800%

01/31/28

    665,000       610,974  

GE Capital International Funding Company

4.418%

11/15/35

    1,005,000       811,820  

Goldman Sachs Group, Inc.

4.411%

04/23/39

    755,000       692,739  

HSBC Bank USA

5.875%

11/01/34

    1,315,000       1,446,886  

JPMorgan Chase & Company

3.882%

07/24/38

    640,000       570,072  

Manulife Financial Corporation

4.061%

02/24/32

    1,195,000       1,119,009  

National Rural Utilities Cooperative Corporation

4.400%

11/01/48

    725,000       713,168  

Royal Bank of Scotland Group plc (The)

4.892%

05/18/29

    945,000       895,779  

Wells Fargo & Company

5.375%

02/07/35

    1,405,000       1,503,939  
                  13,196,829  

Health Care — 8.8%

                   

AbbVie, Inc.

4.300%

05/14/36

    1,235,000       1,102,813  

Bayer U.S. Finance II LLC, 144A

4.875%

06/25/48

    485,000       441,546  

Celgene Corporation

4.350%

11/15/47

    1,315,000       1,098,650  

Celgene Corporation

4.550%

02/20/48

    240,000       207,828  

CVS Health Corporation

5.050%

03/25/48

    1,490,000       1,446,283  

Duke University Health System, Inc.

3.920%

06/01/47

    1,140,000       1,074,643  

Lincoln National Corporation

4.350%

03/01/48

    165,000       147,363  

McKesson Corporation

4.750%

05/30/29

    690,000       687,068  

Medtronic, Inc.

4.375%

03/15/35

    1,360,000       1,364,517  

Stanford Health Care

3.795%

11/15/48

    505,000       465,729  
                  8,036,440  

Industrials — 4.7%

                   

Burlington Northern Santa Fe, LLC

5.150%

09/01/43

    675,000       723,118  

FedEx Corporation

4.950%

10/17/48

    765,000       741,193  

General Electric Company

4.500%

03/11/44

    935,000       751,970  

Norfolk Southern Corporation

4.450%

06/15/45

    1,175,000       1,122,856  

United Parcel Service, Inc.

3.750%

11/15/47

    1,100,000       969,876  
                  4,309,013  

Information Technology — 4.3%

                   

Arrow Electronics, Inc.

3.875%

01/12/28

    505,000       460,934  

Intel Corporation

3.734%

12/08/47

    220,000       195,115  

Microsoft Corporation

4.100%

02/06/37

    1,784,000       1,780,031  

Oracle Corporation

3.800%

11/15/37

    1,378,000       1,261,301  

Tech Data Corporation

4.950%

02/15/27

    250,000       235,026  
                  3,932,407  

Materials — 5.0%

                   

BHP Billiton Finance (USA) Ltd.

5.000%

09/30/43

    1,235,000       1,303,643  

DowDuPont, Inc.

5.319%

11/15/38

    500,000       510,089  

 

20

 

 

 

RYAN LABS LONG CREDIT FUND
SCHEDULE OF INVESTMENTS (Continued)

CORPORATE BONDS — 88.3%
(Continued)

Coupon

Maturity

 

Par Value

   

Value

 

Materials — 5.0% (Continued)

                   

DowDuPont, Inc.

5.419%

11/15/48

  $ 500,000     $ 509,300  

Glencore Funding, LLC, 144A

4.000%

03/27/27

    950,000       866,459  

International Paper Company

4.350%

08/15/48

    580,000       484,117  

Nucor Corporation

4.400%

05/01/48

    1,040,000       964,663  
                  4,638,271  

Real Estate — 0.9%

                   

ERP Operating L.P.

4.150%

12/01/28

    130,000       129,897  

Kimco Realty Corporation

4.450%

09/01/47

    790,000       695,257  
                  825,154  

Utilities — 18.4%

                   

Alabama Power Company

4.300%

01/02/46

    935,000       909,321  

American Water Capital Corporation

4.200%

09/01/48

    940,000       879,834  

Atmos Energy Corporation

4.300%

10/01/48

    950,000       916,409  

Commonwealth Edison Company

4.000%

03/01/48

    820,000       758,437  

Consolidated Edison Company

4.500%

12/01/45

    1,075,000       1,047,209  

Consumers Energy Company

4.350%

04/15/49

    905,000       894,846  

Duke Energy Progress, LLC

4.375%

03/30/44

    865,000       847,995  

Duke Energy Progress, LLC

3.600%

09/15/47

    240,000       204,778  

Électricité de France S.A., 144A

4.875%

09/21/38

    300,000       271,373  

Électricité de France S.A., 144A

4.950%

10/13/45

    990,000       900,631  

ENEL Finance International N.V., 144A

4.750%

05/25/47

    665,000       540,977  

Exelon Generation Company, LLC

5.600%

06/15/42

    570,000       546,501  

MidAmerican Energy Company

4.800%

09/15/43

    953,000       1,007,009  

Pacific Gas & Electric Company

6.050%

03/01/34

    225,000       215,525  

Pacific Gas & Electric Company

4.300%

03/15/45

    460,000       359,849  

PacifiCorp

6.250%

10/15/37

    210,000       256,722  

PacifiCorp

4.125%

01/15/49

    780,000       738,655  

Potomac Electric Power

4.150%

03/15/43

    735,000       697,768  

PPL Electric Utilities Corporation

4.750%

07/15/43

    1,070,000       1,114,567  

Sempra Energy

3.800%

02/01/38

    970,000       818,090  

Southern California Edison Company

4.650%

10/01/43

    774,000       748,002  

Southwestern Public Service Company

4.500%

08/15/41

    430,000       427,621  

Southwestern Public Service Company

4.400%

11/15/48

    840,000       810,794  

Wisconsin Electric Power Company

4.300%

10/15/48

    960,000       937,455  
                  16,850,368  

Total Corporate Bonds
(Cost $86,975,558)

              $ 80,948,806  

 

21

 

 

 

RYAN LABS LONG CREDIT FUND
SCHEDULE OF INVESTMENTS (Continued)

INTERNATIONAL BONDS — 1.7%

Coupon

Maturity

 

Par Value

   

Value

 

Republic of Colombia

4.500%

03/15/29

  $ 250,000     $ 244,503  

United Mexican States

4.750%

03/08/44

    1,459,000       1,283,920  

Total International Bonds
(Cost $1,622,846)

              $ 1,528,423  

 

 

MONEY MARKET FUNDS — 0.6%

 

Shares

   

Value

 

Invesco Short-Term Investments Trust - Treasury Portfolio - Institutional Shares, 2.13% (b) (Cost $576,868)

    576,868     $ 576,868  
                 

Investments at Value — 98.9%
(Cost $96,835,995)

          $ 90,704,511  
                 

Other Assets in Excess of Liabilities — 1.1%

            967,638  
                 

Net Assets — 100.0%

          $ 91,672,149  

 

144A -

This security was purchased in a transaction exempt from registration in compliance with Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. The total value of such securities is $5,800,003 as of November 30, 2018, representing 6.3% of net assets (Note 6).

 

(a)

Variable rate security. Interest rate resets periodically. The rate shown is the effective interest rate as of November 30, 2018. These variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities, therefore, do not indicate a reference rate and spread.

(b)

The rate shown is the 7-day effective yield as of November 30, 2018.

See accompanying notes to financial statements.

 

22

 

 

 

RYAN LABS FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
November 30, 2018

 

 

Ryan Labs Core
Bond Fund

   

Ryan Labs Long
Credit Fund

 

ASSETS

               

Investments in securities:

               

At cost

  $ 96,508,264     $ 96,835,995  

At value (Note 2)

  $ 93,214,786     $ 90,704,511  

Receivable for securities sold

          2,028,670  

Dividends and interest receivable

    489,665       1,056,257  

Other assets

    4,553       3,219  

TOTAL ASSETS

    93,709,004       93,792,657  
                 

LIABILITIES

               

Distributions payable

    120,911       151,812  

Payable for securities purchased

    302,001       1,928,896  

Payable to Adviser (Note 4)

    8,631       16,970  

Payable to administrator (Note 4)

    12,950       12,530  

Other accrued expenses

    15,140       10,300  

TOTAL LIABILITIES

    459,633       2,120,508  
                 

NET ASSETS

  $ 93,249,371     $ 91,672,149  
                 

NET ASSETS CONSIST OF:

               

Paid-in capital

  $ 97,565,793     $ 99,737,459  

Accumulated deficit

    (4,316,422 )     (8,065,310 )

NET ASSETS

  $ 93,249,371     $ 91,672,149  
                 

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

    9,859,219       9,871,807  
                 

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

  $ 9.46     $ 9.29  

 

See accompanying notes to financial statements.

 

23

 

 

 

RYAN LABS FUNDS
STATEMENTS OF OPERATIONS
For the Year Ended November 30, 2018

 

 

Ryan Labs Core
Bond Fund

   

Ryan Labs Long
Credit Fund

 

INVESTMENT INCOME

               

Interest

  $ 3,149,296     $ 3,896,940  

Dividend

    22,968       10,825  

TOTAL INVESTMENT INCOME

    3,172,264       3,907,765  
                 

EXPENSES

               

Investment advisory fees (Note 4)

    382,322       449,011  

Administration fees (Note 4)

    95,505       89,794  

Professional fees

    39,357       39,357  

Fund accounting fees (Note 4)

    39,630       38,947  

Pricing costs

    54,624       20,296  

Custody and bank service fees

    11,988       13,294  

Compliance fees (Note 4)

    12,186       12,193  

Transfer agent fees (Note 4)

    12,000       12,000  

Trustees’ fees and expenses (Note 4)

    10,260       10,260  

Registration and filing fees

    6,594       7,279  

Printing of shareholder reports

    3,338       3,098  

Insurance expense

    2,986       2,967  

Postage and supplies

    2,096       1,966  

Other expenses

    9,082       8,991  

TOTAL EXPENSES

    681,968       709,453  

Less fee reductions by the Adviser (Note 4)

    (299,646 )     (260,442 )

NET EXPENSES

    382,322       449,011  
                 

NET INVESTMENT INCOME

    2,789,942       3,458,754  

 

               

REALIZED AND UNREALIZED LOSSES ON INVESTMENTS

               

Net realized losses from investment transactions

    (700,280 )     (1,938,185 )

Net change in unrealized appreciation (depreciation) on investments

    (3,264,995 )     (8,307,941 )

NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS

    (3,965,275 )     (10,246,126 )
                 

NET DECREASE IN NET ASSETS FROM OPERATIONS

  $ (1,175,333 )   $ (6,787,372 )

 

See accompanying notes to financial statements.

 

24

 

 

 

RYAN LABS CORE BOND FUND
STATEMENTS OF CHANGES IN NET ASSETS

 

 

Year Ended
November 30,
2018

   

Year Ended
November 30,
2017
(a)

 

FROM OPERATIONS

               

Net investment income

  $ 2,789,942     $ 2,561,725  

Net realized gains (losses) from investment transactions

    (700,280 )     112,983  

Net change in unrealized appreciation (depreciation) on investments

    (3,264,995 )     1,116,810  

Net increase (decrease) in net assets from operations

    (1,175,333 )     3,791,518  
                 

DISTRIBUTIONS TO SHAREHOLDERS (Note 2)

    (2,886,572 )     (3,991,010 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    2,235,000       1,560,000  

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

    1,527,719       2,658,906  

Payments for shares redeemed

    (8,362,805 )     (2,344,525 )

Net increase (decrease) from capital share transactions

    (4,600,086 )     1,874,381  
                 

TOTAL INCREASE (DECREASE) IN NET ASSETS

    (8,661,991 )     1,674,889  
                 

NET ASSETS

               

Beginning of year

    101,911,362       100,236,473  

End of year

  $ 93,249,371     $ 101,911,362  
                 

CAPITAL SHARE ACTIVITY

               

Shares sold

    228,627       156,937  

Shares reinvested

    158,551       271,242  

Shares redeemed

    (852,192 )     (237,531 )

Net increase (decrease) in shares outstanding

    (465,014 )     190,648  

Shares outstanding at beginning of year

    10,324,233       10,133,585  

Shares outstanding at end of year

    9,859,219       10,324,233  

 

(a)

The presentation of Distributions to Shareholders has been updated to reflect the changes prescribed in amendments to Regulation S-X, effective November 5, 2018 (Note 2). For the year ended November 30, 2017, distributions to shareholders consisted of $2,642,230 from net investment income and $1,348,780 from net realized gains from investment transactions. As of November 30, 2017, undistributed net investment income was $6,983.

See accompanying notes to financial statements.

 

25

 

 

 

RYAN LABS LONG CREDIT FUND
STATEMENTS OF CHANGES IN NET ASSETS

 

 

Year Ended
November 30,
2018

   

Year Ended
November 30,
2017
(a)

 

FROM OPERATIONS

               

Net investment income

  $ 3,458,754     $ 2,631,004  

Net realized gains (losses) from investment transactions

    (1,938,185 )     1,525,529  

Net change in unrealized appreciation (depreciation) on investments

    (8,307,941 )     2,812,756  

Net increase (decrease) in net assets from operations

    (6,787,372 )     6,969,289  
                 

DISTRIBUTIONS TO SHAREHOLDERS (Note 2)

    (4,806,244 )     (5,073,520 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    11,972,010       35,580,366  

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

    2,972,735       3,139,783  

Payments for shares redeemed

    (5,564,469 )     (370,500 )

Net increase from capital share transactions

    9,380,276       38,349,649  
                 

TOTAL INCREASE (DECREASE) IN NET ASSETS

    (2,213,340 )     40,245,418  
                 

NET ASSETS

               

Beginning of year

    93,885,489       53,640,071  

End of year

  $ 91,672,149     $ 93,885,489  
                 

CAPITAL SHARE ACTIVITY

               

Shares sold

    1,231,858       3,401,270  

Shares reinvested

    291,619       310,760  

Shares redeemed

    (521,581 )     (35,769 )

Net increase in shares outstanding

    1,001,896       3,676,261  

Shares outstanding at beginning of year

    8,869,911       5,193,650  

Shares outstanding at end of year

    9,871,807       8,869,911  

 

(a)

The presentation of Distributions to Shareholders has been updated to reflect the changes prescribed in amendments to Regulation S-X, effective November 5, 2018 (Note 2). For the year ended November 30, 2017, distributions to shareholders consisted of $2,625,023 from net investment income and $2,448,497 from net realized gains from investment transactions. As of November 30, 2017, undistributed net investment income was $9,746.

See accompanying notes to financial statements.

 

26

 

 

 

RYAN LABS CORE BOND FUND
FINANCIAL HIGHLIGHTS

Per Share Data for a Share Outstanding Throughout Each Period

 

 

Year Ended
November 30,
2018

   

Year Ended
November 30,
2017

   

Year Ended
November 30,
2016

   

Period Ended
November 30,
2015
(a)

 

Net asset value at beginning of period

  $ 9.87     $ 9.89     $ 9.87     $ 10.00  
                                 

Income (loss) from investment operations:

                               

Net investment income

    0.28       0.25       0.23       0.21  

Net realized and unrealized gains (losses) on investments

    (0.40 )     0.12       0.04       (0.13 )

Total from investment operations

    (0.12 )     0.37       0.27       0.08  
                                 

Less distributions from:

                               

Net investment income

    (0.29 )     (0.26 )     (0.24 )     (0.21 )

Net realized gains from investment transactions

          (0.13 )     (0.01 )      

Total distributions

    (0.29 )     (0.39 )     (0.25 )     (0.21 )
                                 

Net asset value at end of period

  $ 9.46     $ 9.87     $ 9.89     $ 9.87  
                                 

Total return (b)

    (1.21 %)     3.84 %     2.69 %     0.81 %(c)
                                 

Net assets at end of period (000’s)

  $ 93,249     $ 101,911     $ 100,236     $ 70,257  
                                 

Ratios/supplementary data:

                               
                                 

Ratio of total expenses to average net assets

    0.71 %     0.70 %     0.75 %     1.18 %(d)
                                 

Ratio of net expenses to average net assets (e)

    0.40 %     0.40 %     0.40 %     0.40 %(d)
                                 

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

    2.92 %     2.54 %     2.29 %     2.21 %(d)
                                 

Portfolio turnover rate

    58 %     103 %     118 %     161 %(c)

 

(a)

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

(b)

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

(c)

Not annualized.

(d)

Annualized.

(e)

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

See accompanying notes to financial statements.

 

27

 

 

 

RYAN LABS LONG CREDIT FUND
FINANCIAL HIGHLIGHTS

Per Share Data for a Share Outstanding Throughout Each Period

 

 

Year Ended
November 30,
2018

   

Year Ended
November 30,
2017

   

Year Ended
November 30,
2016

   

Period Ended
November 30,
2015
(a)

 

Net asset value at beginning of period

  $ 10.58     $ 10.33     $ 10.06     $ 10.00  
                                 

Income (loss) from investment operations:

                               

Net investment income

    0.38       0.37       0.41       0.01  

Net realized and unrealized gains (losses) on investments

    (1.13 )     0.64       0.30       0.06  

Total from investment operations

    (0.75 )     1.01       0.71       0.07  
                                 

Less distributions from:

                               

Net investment income

    (0.38 )     (0.37 )     (0.41 )     (0.01 )

Net realized gains from investment transactions

    (0.16 )     (0.39 )     (0.03 )      

Total distributions

    (0.54 )     (0.76 )     (0.44 )     (0.01 )
                                 

Net asset value at end of period

  $ 9.29     $ 10.58     $ 10.33     $ 10.06  
                                 

Total return (b)

    (7.38 %)     10.27 %     7.11 %     0.71 %(c)
                                 

Net assets at end of period (000’s)

  $ 91,672     $ 93,885     $ 53,640     $ 50,278  
                                 

Ratios/supplementary data:

                               
                                 

Ratio of total expenses to average net assets

    0.79 %     0.84 %     0.84 %     1.12 %(d)
                                 

Ratio of net expenses to average net assets (e)

    0.50 %     0.50 %     0.50 %     0.50 %(d)
                                 

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

    3.85 %     3.66 %     3.87 %     2.38 %(d)
                                 

Portfolio turnover rate

    195 %     191 %     156 %     93 %(c)

 

(a)

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

(b)

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

(c)

Not annualized.

(d)

Annualized.

(e)

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

See accompanying notes to financial statements.

 

28

 

 

 

RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS
November 30, 2018

 

 

1. Organization

 

Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund (individually, a “Fund,” and collectively, the “Funds”) are each a diversified series of Ultimus Managers Trust (the “Trust”), an open-end investment company established as an Ohio business trust under a Declaration of Trust dated February 28, 2012. Other series of the Trust are not incorporated in this report.

 

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

 

2. Significant Accounting Policies

 

In August 2018, the U.S. Securities and Exchange Commission (the “SEC”) adopted regulations that eliminated or amended disclosure requirements that were redundant or outdated in light of changes in SEC requirements, accounting principles generally accepted in the United States of America (“GAAP”), International Financial Reporting Standards or changes in technology or the business environment. These regulations were effective November 5, 2018, and the Funds are complying with them effective with these financial statements.

 

The Funds follow accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “Financial Services – Investment Companies.” These policies are in conformity with GAAP.

 

New Accounting Pronouncements – In March 2017, FASB issued Accounting Standards Update No. 2017-08 (“ASU 2017-08”), “Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.” ASU 2017-08 shortens the amortization period for certain callable debt securities, held at a premium, to be amortized to the earliest call date. ASU 2017-08 does not require an accounting change for securities held at a discount, which continue to accrete to maturity. ASU 2017-08 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Management is currently evaluating the impact, if any, of applying ASU 2017-08.

 

In August 2018, FASB issued Accounting Standards Update 2018-13 (“ASU 2018-13”), “Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which amends the fair value measurement disclosure requirements of ASC Topic 820 (“ASU 820”), “Fair Value Measurement.” ASU 2018-13 includes new, eliminated and modified disclosure requirements for ASC 820. In addition, ASU 2018-13 clarifies that materiality is an appropriate consideration when evaluating disclosure requirements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted and the Funds have adopted ASU 2018-13 with these financial statements.

 

29

 

 

 

RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

Securities valuation – The Funds’ fixed income securities are generally valued using prices provided by an independent pricing service approved by the Trust’s Board of Trustees (the “Board”). The independent pricing service uses information with respect to transactions in bonds, quotations from bond dealers, market transactions in comparable securities, and various relationships between securities in determining these prices. The methods used by the independent pricing service and the quality of valuations so established are reviewed by Ryan Labs, Inc. (the “Adviser”), under the general supervision of the Board. Exchange-traded funds (“ETFs”), if any, are valued at market value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open for business. ETFs are valued at the security’s last sale price on the primary exchange, if available, otherwise at the exchange’s most recently quoted mean price. Securities for which market quotations are not readily available are valued at fair value as determined in good faith under procedures adopted by the Board.

 

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

 

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

 

 

Level 1 – quoted prices in active markets for identical securities

 

 

Level 2 – other significant observable inputs

 

 

Level 3 – significant unobservable inputs

 

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

 

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

 

30

 

 

 

RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

The following is a summary of the inputs used to value each Fund’s investments as of November 30, 2018:

 

Ryan Labs
Core Bond Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

U.S. Treasury Obligations

  $     $ 14,606,835     $     $ 14,606,835  

Mortgage-Backed Securities

          36,494,468             36,494,468  

Asset-Backed Securities

          14,973,398             14,973,398  

Corporate Bonds

          24,606,503             24,606,503  

International Bonds

          98,551             98,551  

Money Market Funds

    2,435,031                   2,435,031  

Total

  $ 2,435,031     $ 90,779,755     $     $ 93,214,786  

 

 

Ryan Labs
Long Credit Fund

 

Level 1

   

Level 2

   

Level 3

   

Total

 

U.S. Treasury Obligations

  $     $ 6,654,592     $     $ 6,654,592  

Mortgage-Backed Securities

          60,583             60,583  

Municipal Bonds

          935,239             935,239  

Corporate Bonds

          80,948,806             80,948,806  

International Bonds

          1,528,423             1,528,423  

Money Market Funds

    576,868                   576,868  

Total

  $ 576,868     $ 90,127,643     $     $ 90,704,511  

 

 

As of November 30, 2018, the Funds did not hold derivative instruments or any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3).

 

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

 

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

 

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 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.

 

31

 

 

 

RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

Distributions to shareholders – Dividends from net investment income are declared and paid monthly to shareholders. Net realized capital gains, if any, are distributed at least once each year. The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date.

 

The tax character of distributions paid by each Fund during the years ended November 30, 2018 and 2017 was as follows:

 

Ryan Labs Core Bond Fund

Year Ended

 

Ordinary Income

   

Long-Term
Capital Gains

   

Total Distributions

 

November 30, 2018

  $ 2,886,572     $     $ 2,886,572  

November 30, 2017

  $ 3,991,010     $     $ 3,991,010  

 

Ryan Labs Long Credit Fund

Year Ended

 

Ordinary Income

   

Long-Term
Capital Gains

   

Total Distributions

 

November 30, 2018

  $ 3,982,634     $ 823,610     $ 4,806,244  

November 30, 2017

  $ 5,073,520     $     $ 5,073,520  

 

On December 31, 2018, Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund paid net investment income dividends of $0.0273 and $0.0337 per share, respectively, to shareholders of record on December 28, 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 as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

 

Federal income tax – Each Fund has qualified and intends to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986, 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.

 

32

 

 

 

RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

In order to avoid imposition of the excise tax applicable to regulated investment companies, it is each Fund’s intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts from prior years.

 

The following information is computed on a tax basis for each item as of November 30, 2018:

 

 

 

Ryan Labs
Core Bond Fund

   

Ryan Labs
Long Credit Fund

 

Tax cost of portfolio investments

  $ 96,524,797     $ 97,056,543  

Gross unrealized appreciation

  $ 249,850     $ 194,056  

Gross unrealized depreciation

    (3,559,861 )     (6,546,088 )

Net unrealized depreciation on investments

    (3,310,011 )     (6,352,032 )

Undistributed ordinary income

    117,836       162,101  

Accumulated capital and other losses

    (1,003,336 )     (1,723,567 )

Distributions payable

    (120,911 )     (151,812 )

Accumulated deficit

  $ (4,316,422 )   $ (8,065,310 )

 

 

The difference between the federal income tax cost of portfolio investments and the financial statement cost for each Fund is due to certain timing differences in the recognition of capital gains or losses under income tax regulations and GAAP. These “book/tax” differences are temporary in nature and are primarily due to the tax deferral of losses on wash sales.

 

As of November 30, 2018, Ryan Labs Core Bond Fund had short-term capital loss carry- forwards of $622,535 and long-term capital loss carryforwards of $380,801; and Ryan Labs Long Credit Fund had short-term capital loss carryforwards of $1,723,567. These capital loss carryforwards, which do not expire, may be utilized in future years to offset net realized capital gains, if any, prior to distributing such gains to sharholders.

 

The Funds recognize the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has reviewed each Fund’s tax positions for all open tax years (generally three years) 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.

 

33

 

 

 

RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

3. Investment Transactions

 

During the year ended November 30, 2018, cost of purchases and proceeds from sales and maturities of investment securities, other than U.S. Government securities and short-term investments, were as follows:

 

 

 

Ryan Labs
Core Bond Fund

   

Ryan Labs
Long Credit Fund

 

Purchase of investment securities

  $ 40,329,544     $ 103,351,963  

Proceeds from sales and maturities of investment securities

  $ 25,713,144     $ 97,919,886  

 

 

During the year ended November 30, 2018, cost of purchases and proceeds from sales and maturities of long-term U.S. Government securities were as follows:

 

 

 

Ryan Labs
Core Bond Fund

   

Ryan Labs
Long Credit Fund

 

Purchase of U.S. Government securities

  $ 19,508,334     $ 78,986,203  

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

  $ 28,965,478     $ 76,185,069  

 

 

4. Transactions with Related Parties

 

INVESTMENT ADVISORY AGREEMENT

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

 

Pursuant to Expense Limitation Agreements (“ELAs”) between each Fund and the Adviser, the Adviser has agreed, until March 31, 2020, to reduce advisory fees and reimburse other expenses in order to limit total annual operating expenses (exclusive of brokerage transaction costs and commissions; taxes; interest; costs related to any securities lending program; transaction charges and interest on borrowed money; acquired fund fees and expenses; extraordinary expenses such as litigation and merger or reorganization costs, proxy solicitation and liquidation costs; indemnification payments to the Funds’ service providers, including, without limitation, the Adviser; other expenses not incurred in the ordinary course of business; and any other expenses the exclusion of which may from time to time be deemed appropriate as an excludable expense and specifically approved by the Board) to an amount not exceeding 0.40% and 0.50% of the average daily net assets of Ryan Labs Core Bond

 

34

 

 

 

RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

Fund and Ryan Labs Long Credit Fund, respectively. Accordingly, during the year ended November 30, 2018, the Adviser reduced its advisory fees in the amounts of $299,646 and $260,442 for Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund, respectively.

 

Under the terms of the ELAs, investment advisory fee reductions and expense reimbursements by the Adviser are subject to recoupment by the Adviser for a period of three years after such fees and expenses were incurred, provided the recoupments do not cause total annual operating expenses to exceed the lesser of (i) the expense limitation then in effect, if any, or (ii) the expense limitation in effect at the time the expenses to be recouped were incurred. As of November 30, 2018, the Adviser may seek recoupment of investment advisory fee reductions and expense reimbursements no later than the dates as stated below:

 

 

 

Ryan Labs
Core Bond Fund

   

Ryan Labs
Long Credit Fund

 

November 30, 2019

  $ 250,634     $ 181,499  

November 30, 2020

    298,798       242,282  

November 30, 2021

    299,646       260,442  

Total

  $ 849,078     $ 684,223  

 

 

OTHER SERVICE PROVIDERS

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

 

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

 

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

 

TRUSTEE COMPENSATION

Effective 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

 

35

 

 

 

RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

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 November 30, 2018, the following shareholders owned of record 25% or more of the outstanding shares of each Fund:

 

NAME OF RECORD OWNER

% Ownership

 

Ryan Labs Core Bond Fund

       

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

    47%  

Ryan Labs Long Credit Fund

       

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

    49%  

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

    26%  

 

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

 

5. Risks Associated with Mortgage-Backed Securities

 

The Funds’ investments in mortgage-backed securities are subject to prepayment risk, especially when interest rates decline. Prepayment risk is the risk that the principal on mortgage-backed securities, other asset-backed securities or any fixed-income security with an embedded call option may be prepaid at any time, which could reduce yield and market value. This could reduce the effective maturity of a mortgage-backed security and cause the Funds to reinvest their assets at a lower prevailing interest rate. Mortgage-backed securities are also subject to extension risk, which is the risk that rising interest rates will increase the effective maturity of mortgage-backed securities due to the deceleration of prepayments. Mortgage-backed securities may also be subject to risks unique to the housing industry, including mortgage lending practices, defaults, foreclosures and changes in real estate values. The Funds’ investments in collateralized mortgage obligations are subject to default risk, prepayment and extension risk and market risk when interest rates rise. As of November 30, 2018, Ryan Labs Core Bond Fund had 39.1% of the value of its net assets invested in mortgage-backed securities.

 

6. Risks Associated with Rule 144A Securities

 

Rule 144A securities are securities that are exempt from registration under the Securities Act of 1933, as amended, and may have legal restriction on resale. Under Rule 144A, these privately placed securities may be resold to qualified institutional buyers (“QIBs”), subject to certain conditions. An insufficient number of QIBs interested in purchasing Rule 144A securities at a particular time could adversely affect the marketability of the securities and

 

36

 

 

 

RYAN LABS FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

the Funds might be unable to dispose of the securities promptly or at a reasonable price. As of November 30, 2018, Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund had 33.2% and 6.3%, respectively, of the value of their net assets invested in Rule 144A securities.

 

7. 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.

 

8. Subsequent Events

 

The Funds are required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the Statements of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Funds are required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events other than the payment of net investment income dividends on December 31, 2018, as discussed in Note 2.

 

37

 

 

 

RYAN LABS FUNDS
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 

 

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

 

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund, each a series of shares of beneficial interest in Ultimus Managers Trust (the “Funds”), including the schedules of investments, as of November 30, 2018, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the three-year period then ended and for the period from December 29, 2014 (commencement of operations) through November 30, 2015 for the Ryan Labs Core Bond Fund and for the period from November 13, 2015 (commencement of operations) through November 30, 2015 for the Ryan Labs Long Credit Fund, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds as of November 30, 2018, and the results of their operations for the year then ended, the changes in their net assets for each of the years in the two-year period then ended and their financial highlights for each of the periods detailed above, 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 law 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risk of material misstatement of those financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2018 by correspondence with the

 

38

 

 

 

RYAN LABS FUNDS
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM (Continued)

 

 

custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. 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.

 

 

BBD, LLP

 

We have served as the auditor of one or more of the Funds in the Ultimus Managers Trust since 2013.

 

Philadelphia, Pennsylvania
January 24, 2019

 

39

 

 

 

RYAN LABS FUNDS
ABOUT YOUR FUNDS’ EXPENSES (Unaudited)

 

 

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

 

A mutual fund’s ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The expenses in the table below are based on an investment of $1,000 made at the beginning of the most recent period (June 1, 2018) and held until the end of the period (November 30, 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 each Fund under the heading “Expenses Paid During Period.”

 

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

 

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

 

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

 

40

 

 

 

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

 

 

 

Beginning
Account Value
June 1,
2018

Ending
Account Value
November 30,
2018

Net Expense
Ratio
(a)

Expenses
Paid During
Period
(b)

Ryan Labs Core Bond Fund

       

Based on Actual Fund Return

$1,000.00

$ 995.10

0.40%

$2.00

Based on Hypothetical 5% Return (before expenses)

$1,000.00

$ 1,023.06

0.40%

$2.03

         

Ryan Labs Long Credit Fund

       

Based on Actual Fund Return

$1,000.00

$ 958.20

0.50%

$2.45

Based on Hypothetical 5% Return (before expenses)

$1,000.00

$ 1,022.56

0.50%

$2.54

 

(a)

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

(b)

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

 

41

 

 

 

RYAN LABS FUNDS
OTHER INFORMATION (Unaudited)

 

 

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

 

The Trust files a complete listing of portfolio holdings for the Funds with the SEC as of the end of the first and third quarters of each fiscal year on Form N-Q. These filings are available upon request by calling 1-866-561-3087. Furthermore, you may obtain a copy of the filings on the SEC’s website at http://www.sec.gov.

 

FEDERAL TAX INFOMRATION (Unaudited)

 

 

For the fiscal year ended November 30, 2018, Ryan Labs Long Credit Fund designated $823,610 as long-term capital gain distributions subject to a maximum tax rate of 20%.

 

42

 

 

 

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

 

 

The Board has overall responsibility for management of the Trust’s affairs. The Trustees serve during the lifetime of the Trust and until its termination, or until death, resignation, retirement, or removal. The Trustees, in turn, elect the officers of the Funds 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 Funds:

 

Name and
Year of Birth

Length
of Time
Served

Position(s)
Held with Trust

Principal
Occupation(s)
During Past 5 Years

Number
of Funds
in Trust
Overseen by
Trustee

Directorships
of Public
Companies
Held by Trustee
During Past
5 Years

Interested Trustees:

     

Robert G. Dorsey*

Year of Birth: 1957

Since

February
2012

Trustee

(February 2012 to present)

 

President

(June 2012 to October 2013)

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 Capitol 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

 

43

 

 

 

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

 

 

Name and
Year of Birth

Length of Time Served

Position(s)
Held with Trust

Principal
Occupation(s)
During Past 5 Years

Number of Funds in Trust Overseen by
Trustee

Directorships of Public Companies Held by Trustee During Past 5 Years

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 Company 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)

Vice President, Relationship Management Director of Ultimus Fund Solutions, LLC (2018 to present); Client Implementation Manager of Ultimus Fund Solutions, LLC (2014 to 2018); Naval Flight Officer of United States Navy (1989 to 2017); 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)

 

44

 

 

 

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

 

 

Name and
Year of Birth

Length of Time Served

Position(s)
Held with Trust

Principal Occupation(s) During Past 5 Years

Daniel D. Bauer

Year of Birth: 1977

Since
2016

Assistant Treasurer
(April 2016 to
present)

Assistant Mutual Fund Controller (September 2015 to present) and Fund Accounting Manager (March 2012 to August 2015) of Ultimus Fund Solutions, LLC

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)

Natalie S. Anderson

Year of Birth: 1975

Since

2016

Assistant Secretary
(April 2016 to
present)

Legal Administration Manager (July 2016 to present) and Paralegal (January 2015 to June 2016) of Ultimus Fund Solutions, LLC; Senior Paralegal of Unirush, LLC (October 2011 to January 2015)

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 1-866-561-3087.

 

45

 

 

 

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 names of the audit committee financial expert is David M. Deptula. Mr. Deptula is “independent” for purposes of this Item.

 

Item 4.Principal Accountant Fees and Services.

 

(a)Audit Fees. The aggregate fees billed for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $42,800 and $56,400 with respect to the registrant’s fiscal years ended November 30, 2018 and November 30, 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 $6,900 and $8,000 with respect to the registrant’s fiscal years ended November 30, 2018 and November 30, 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)During the fiscal years ended November 30, 2018 and 2017, aggregate non-audit fees of $6,900 and $8,000, respectively, were billed by the registrant’s principal accountant for services rendered to the registrant. No non-audit fees were billed in the last fiscal year by the registrant’s principal accountant for services rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

 

(h)The principal accountant has not provided any non-audit services to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant.

 

 

 

Item 5.Audit Committee of Listed Registrants.

 

Not applicable

 

Item 6.Schedule of Investments.

 

(a)Not applicable [schedule filed with Item 1]

 

(b)Not applicable

 

Item 7.Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable

 

Item 8.Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

The registrant’s Committee of Independent Trustees shall review shareholder recommendations for nominations to fill vacancies on the registrant’s board of trustees if such recommendations are submitted in writing and addressed to the Committee at the registrant’s offices. The Committee may adopt, by resolution, a policy regarding its procedures for considering candidates for the board of trustees, including any recommended by shareholders.

 

Item 11.Controls and Procedures.

 

(a) Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this report, the registrant’s principal executive officer and principal financial officer have concluded that such disclosure controls and procedures are reasonably designed and are operating effectively to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this report is being prepared, and that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported on a timely basis.

 

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12.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 February 7, 2019  

 

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 Lyrical U.S. Value Equity Fund, Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund
       
Date February 7, 2019    
       
By (Signature and Title)* /s/ Jennifer L. Leamer  
    Jennifer L. Leamer, Treasurer and Principal Financial Officer
       
Date February 7, 2019    

 

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