Filed with the Securities and Exchange Commission
on September 16, 2022
Securities Act of 1933 File No. 333-180308
Investment Company Act of 1940 File No. 811-22680
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM N-1A
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
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| Pre-Effective Amendment No. |
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| Post-Effective Amendment No. 226 |
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| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
[X] |
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| Amendment No. 229 |
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(Check appropriate box or boxes)
ULTIMUS MANAGERS TRUST
(Exact Name of Registrant as Specified in Charter)
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
(Address of Principal Executive Offices)
Registrant’s Telephone Number, including Area
Code: (513) 587-3400
Khimmara Greer
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
(Name and Address of Agent for Service)
With copy to:
Thomas W. Steed III, Esq.
Kilpatrick Townsend & Stockton LLP
4208 Six Forks Road, Suite 1300
Raleigh, NC 27609
It is proposed that this filing will become effective (check appropriate
box):
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immediately upon filing pursuant to paragraph (b) |
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on pursuant to paragraph (b) |
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60 days after filing pursuant to paragraph (a) (1) |
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on September 16, 2022 pursuant to paragraph (a) (1) |
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75 days after filing pursuant to paragraph (a) (2) |
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on (date) pursuant to paragraph (a) (2) of Rule 485(b) |
If appropriate, check the following box:
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This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Explanatory Note
This Post-Effective Amendment No. 226 to the
Registration Statement on Form N-1A of the Registrant is being filed solely to make the undertaking in Item 30 of Part C of the Registration
Statement. Parts A and B are incorporated herein by reference to Post-Effective Amendment No. 225 to the Registration Statement as filed
with the Securities and Exchange Commission on September 14, 2022.
| PART C. |
OTHER INFORMATION |
| (a) |
Amended and Restated Agreement and Declaration of Trust, dated July 12, 2021, is incorporated by reference to Exhibit (1) of Registrant’s initial Registration Statement on Form N-14, filed on August 10, 2021. |
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| (b) |
Bylaws, dated February 28, 2012, is incorporated by reference to Exhibit (b) of Registrant’s initial Registration Statement on Form N-1A, filed on March 23, 2012. |
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| (c) |
Instruments Defining Rights of Security Holders are incorporated by reference to Exhibit (a) of Registrant’s initial Registration Statement on Form N-1A, filed on March 23, 2012. |
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| (d)(1)(i) |
Investment Advisory Agreement with Lyrical Asset Management LP, dated January 22, 2013, for Lyrical U.S. Value Equity Fund is incorporated by reference to Exhibit (d)(iv) of Post-Effective Amendment No. 5 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 1, 2013. |
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| (d)(1)(ii) |
Amended Schedule A, to the Investment Advisory Agreement with Lyrical Asset Management, LP, for the Lyrical U.S. Value Fund, the Lyrical International Value Equity Fund, and the US Value ETF (the “Lyrical Funds”) is incorporated by reference to Exhibit (d)(1)(ii) of Post-Effective Amendment No. 195 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 2, 2021. |
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| (d)(2) |
Investment Advisory Agreement with Wavelength Capital Management, LLC for the Wavelength Interest Rate Neutral Fund is incorporated by reference to Exhibit (d)(2) of Post-Effective Amendment No. 212 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on March 30, 2022. |
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| (d)(3) |
Investment Advisory Agreement with Edge Capital Group, LLC, dated October 29, 2018, for Blue Current Global Dividend Fund is incorporated by reference to Exhibit (d)(5)(ii) of Post-Effective Amendment No. 128 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 28, 2018. |
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| (d)(4)(A) |
Investment Advisory Agreement with Marshfield Associates, Inc., dated December 27, 2015, for Marshfield Concentrated Opportunity Fund, is incorporated by reference to Exhibit (d)(15) of Post-Effective Amendment No. 61 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015. |
| (d)(6) |
Investment Advisory Agreement with Edgemoor Investment Advisors, Inc., dated January 27, 2017, for the Meehan Focus Fund, is incorporated by reference to Exhibit (d)(18) of Post-Effective Amendment No. 106 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on May 22, 2017. |
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| (d)(7) |
Investment Advisory Agreement with Kempner Capital Management, Inc., dated April 14, 2017, for the Kempner Multi-Cap Deep Value Fund is incorporated by reference to Exhibit (d)(19) of Post-Effective Amendment No. 99 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 6, 2017. |
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| (d)(8) |
Investment Advisory Agreement with Adler Asset Management, LLC is incorporated by reference to Exhibit (d)(17) of Post-Effective Amendment No. 125 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on July 31, 2018. |
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| (d)(9) |
Investment Advisory Agreement with Karner Blue Capital, LLC, for the Karner Blue Biodiversity Impact Fund, is incorporated by reference to Exhibit (d)(15) of Post-Effective Amendment No. 143 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 27, 2019. |
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| (d)(10) |
Investment Advisory Agreement with Q3 Asset Management Corporation, dated December 1, 2019, for the Q3 All-Weather Sector Rotation Fund and Q3 All-Weather Tactical Fund (the “Q3 Funds”), is incorporated by reference to Exhibit (d)(15) of Post-Effective Amendment No. 153 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 28, 2020. |
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| (d)(11)(i) |
Investment Advisory Agreement with Blueprint Fund Management LLC, for the Blueprint Adaptive Growth Allocation Fund (formerly the “Blueprint Growth Fund”)(the “Blueprint Fund”), is incorporated by reference to Exhibit (d)(15)(i) of Post-Effective Amendment No. 165 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 8, 2020. |
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| (d)(11)(ii) |
Investment Sub-Advisory Agreement with Blueprint Investment Partners LLC, for the Blueprint Fund, is incorporated by reference to Exhibit (d)(15)(ii) of Post-Effective Amendment No. 165 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 8, 2020. |
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| (d)(12) |
Investment Advisory Agreement with Evolutionary Tree Capital Management LLC is incorporated by reference to Exhibit (d)(16) of Post-Effective Amendment No. 166 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 10, 2020. |
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| (d)(13) |
Investment
Advisory Agreement for the Westwood Alternative Income Fund, Westwood High Income Fund, Westwood Income Opportunity Fund, Westwood Quality
AllCap Fund, Westwood Quality SMidCap Fund, Westwood Quality SmallCap Fund, Westwood Quality Value Fund and Westwood SmallCap Growth Fund,
Westwood Total Return Fund and Westwood Quality MidCap Fund (collectively, the “Westwood Funds”) with Westwood Management
Corporation is incorporated by reference to Exhibit (6) of Registrant’s Registration Statement on Form N-14, filed on August 10,
2021.
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| (e)(1)(A)(ii) |
Amended Schedule A to the Distribution Agreement, for the Nia Impact Solutions Fund, is incorporated by reference to Exhibit (e)(1)(A)(ii) of Post-Effective Amendment No. 216 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on May 10, 2022. |
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| (f) |
None |
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| (g)(1)(A) |
Custody Agreement with U.S. Bank, dated June 5, 2012, is incorporated by reference to Exhibit (g) of Post-Effective Amendment No. 2 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 11, 2012. |
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| (g)(1)(B) |
Third Amendment, dated December 31, 2012, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for Lyrical U.S. Value Equity Fund is incorporated by reference to Exhibit (g)(iii) of Post-Effective Amendment No. 5 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 1, 2013. |
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| (g)(1)(C) |
Fifth Amendment, dated September 11, 2013, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for Wavelength Interest Rate Neutral Fund, is incorporated by reference to Exhibit (g)(v) of Post-Effective Amendment No. 13 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 27, 2013. |
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| (g)(1)(D) |
Seventh Amendment, dated August 26, 2014, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for Blue Current Global Dividend Fund, is incorporated by reference to Exhibit (g)(vii) of Post-Effective Amendment No. 25 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 15, 2014. |
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| (g)(1)(E) |
Tenth Amendment, dated April 6, 2015, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for the Wavelength Interest Rate Fund, is incorporated by reference to Exhibit (g)(1)(J) of Post-Effective Amendment No. 57 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 12, 2015. |
| (g)(1)(F) |
Sixteenth Amendment to the Custody Agreement with U.S. Bank, dated May 24, 2017, for Meehan Focus Fund, is incorporated by reference to Exhibit (g)(1)(N) of Post-Effective Amendment No. 108 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 28, 2017. |
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| (g)(1)(G) |
Seventeenth Amendment to the Custody Agreement with U.S. Bank, dated December 3, 2019 for the Q3 Funds, is incorporated by reference to Exhibit (g)(1)(I) of Post-Effective Amendment No. 166 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 10, 2020. |
| (g)(1)(H) |
Eighteenth Amendment to the Custody Agreement with U.S. Bank, dated August 20, 2020 for the Lyrical International Value Equity Fund, is incorporated by reference to Exhibit (g)(1)(J) of Post-Effective Amendment No. 166 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 10, 2020. |
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| (g)(1)(I) |
Nineteenth Amendment to the Custody Agreement with U.S. Bank, dated August 20, 2020 for the Evolutionary Tree Innovators Fund, is incorporated by reference to Exhibit (g)(1)(I) of Post-Effective Amendment No. 165 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 8, 2020. |
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| (g)(1)(J) |
Twentieth
Amendment to the Custody Agreement with U.S. Bank, dated July 27, 2021 for the Westwood Funds is incorporated by reference to Exhibit
(9) to the Registrant’s Registration Statement on Form N-14 (File No. 333-180308), filed on August 10, 2021.
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| (g)(1)(K) |
Twenty
First Amendment to the Custody Agreement with U.S. Bank, dated October 19, 2021 for the Westwood Funds, is incorporated by reference to
Exhibit (g)(1)(K) of Post-Effective Amendment No. 208 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308),
filed on January 28, 2022.
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| (g)(1)(L) |
Twenty
Second Amendment to the Custody Agreement with U.S. Bank, dated November 17, 2021 for the Westwood MidCap Fund, is incorporated by reference
to Exhibit (g)(1)(L) of Post-Effective Amendment No. 208 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308),
filed on January 28, 2022.
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| (g)(1)(M) |
Twenty Third Amendment to the Custody Agreement with U.S. Bank, for the Nia Impact Solutions Fund, is incorporated by reference to Exhibit (g)(1)(M) of Post-Effective Amendment No. 216 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on May 10, 2022. |
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| (g)(2)(A) |
Amended Appendix D to the Global Custody Agreement with MUFG Union Bank, N.A., for the Karner Blue Biodiversity Impact Fund, is incorporated by reference to Exhibit (g)(2)(B) of Post-Effective Amendment No. 143 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 27, 2019. |
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| (g)(2)(B) |
Custody
Agreement with Fifth Third Bank, National Association, dated March 23, 2021, is incorporated by reference to Exhibit (g)(2)(C) of Post-Effect
Amendment No. 179 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on April 27, 2021.
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| (g)(2)(C) |
Custody
Agreement with Brown Brothers Harriman & Co. is incorporated by reference to Exhibit (g)(2)(D) of Post-Effective Amendment No. 195
of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 2, 2021.
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| (h)(1)(A)(i) |
Master Services Agreement with Ultimus Fund Solutions, LLC dated July 24, 2018, is incorporated by reference to Exhibit (h)(1) of Post-Effective Amendment No. 125 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on July 31, 2018. |
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| (h)(1)(A)(ii) |
Amended Schedule A to the Master Services Agreement is incorporated by reference to Exhibit (h)(1)(A)(ii) of Post-Effective Amendment No. 216 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on May 10, 2022. |
| (h)(1)(B) |
Fund Accounting Addendum, dated July 24, 2018 to the Master Services Agreement with Ultimus Fund Solutions, LLC is incorporated by reference to Exhibit (h)(1)(A) of Post-Effective Amendment No. 125 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on July 31, 2018.v |
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| (h)(1)(C) |
Amendment, dated January 23, 2019, to the Fund Administration Addendum, dated July 24, 2018 to the Master Services Agreement with Ultimus Fund Solutions, LLC is incorporated by reference to Exhibit (h)(1)(B) of Post-Effective Amendment No. 132 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 28, 2019. |
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| (h)(1)(D) |
Transfer Agent and Shareholder Services Addendum, dated July 24, 2018 to the Master Services Agreement with Ultimus Fund Solutions, LLC is incorporated by reference to Exhibit (h)(1)(C) of Post-Effective Amendment No. 125 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on July 31, 2018. |
| (h)(3)(A) |
Expense Limitation Agreement with Wavelength Capital Management, LLC for Wavelength Interest Rate Neutral Fund is incorporated by reference to Exhibit (h)(3)(A) of Post-Effective Amendment No. 212 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on March 30, 2022. |
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| (h)(3)(B)(i) |
Third Amended and Restated Expense Limitation Agreement with Lyrical Asset Management LP, dated January 22, 2020, for the Lyrical Funds, is incorporated by reference to Exhibit (h)(6)(B) of Post-Effective Amendment No. 153 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 28, 2020. |
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| (h)(3)(B)(ii) |
Amended Schedule A to the Third Amended and Restated Expense Limitation Agreement with Lyrical Asset Management LP, for the Lyrical Funds, is incorporated by reference to Exhibit (h)(3)(B)(ii) of Post-Effective Amendment No. 195 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 2, 2021. |
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| (h)(3)(C) |
Amended and Restated Expense Limitation Agreement with Edge Capital Group, LLC, dated December 17, 2019, for Blue Current Global Dividend Fund is incorporated by reference to Exhibit (h)(6)(C) of Post-Effective Amendment No. 151 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on January 16, 2020. |
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| (h)(3)(D) |
Second Amended and Restated Expense Limitation Agreement with Marshfield Associates, Inc., dated November 1, 2018, for Marshfield Concentrated Opportunity Fund, is incorporated by reference to Exhibit (h)(6)(I) of Post-Effective Amendment No. 128 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 28, 2018. |
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| (h)(3)(E) |
Amended and Restated Expense Limitation Agreement with Hudson Valley Investment Advisors, Inc., dated August 1, 2018, for HVIA Equity Fund, is incorporated by reference to Exhibit (h)(6)(L) of Post-Effective Amendment No. 126 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 28, 2018. |
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| (h)(3)(F) |
Second Amended and Restated Expense Limitation Agreement with Edgemoor Investment Advisors, Inc., dated November 01, 2018, for Meehan Fund, is incorporated by reference to Exhibit (h)(6)(M) of Post-Effective Amendment No. 132 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 28, 2019. |
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| (h)(3)(G) |
Amended and Restated Expense Limitation Agreement with Kempner Capital Management, Inc., dated November 1, 2018, for Kempner Multi-Cap Deep Value Fund is incorporated by reference to Exhibit (h)(6)(N) of Post-Effective Amendment No. 128 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 28, 2018. |
| (h)(3)(H) |
Expense Limitation Agreement with Adler Asset Management, LLC is incorporated by reference to Exhibit (h)(6)(P) of Post-Effective Amendment No. 125 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on July 31, 2018. |
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| (h)(3)(I) |
Expense Limitation Agreement with Karner Blue Capital, LLC, for the Karner Blue Biodiversity Impact Fund, is incorporated by reference to Exhibit (h)(6)(O) of Post-Effective Amendment No. 143 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 27, 2019. |
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| (h)(3)(J)(i) |
Expense Limitation Agreement with Q3 Asset Management Corporation, dated December 1, 2019, for the Q3 Funds is incorporated by reference to Exhibit (h)(6)(N) of Post-Effective Amendment No. 153 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 28, 2020. |
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| (h)(3)(J)(ii) |
Amended
Schedule A to the Expense Limitation Agreement with Q3 Asset Management Corporation, dated January 22, 2021, for the Q3 Funds, is incorporated
by reference to Exhibit (h)(3)(K)(ii) of Post-Effective Amendment No. 173 of Registrant’s Registration Statement on Form N-1A (File
No. 333-180308), filed on February 26, 2021.
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| (h)(3)(K) |
Expense Limitation Agreement with Blueprint Fund Management LLC, for the Blueprint Fund is incorporated by reference to Exhibit (h)(6)(O) of Post-Effective Amendment No. 157 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on March 31, 2020. |
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| (h)(3)(L) |
Expense Limitation Agreement with Evolutionary Tree Capital Management LLC is incorporated by reference to Exhibit (h)(7) of Post-Effective Amendment No. 166 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 10, 2020. |
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| (h)(3)(M) |
Expense
Limitation Agreement with Westwood Management Corporation is incorporated by reference to Exhibit (h)(3)(N) of Post-Effect Amendment No.
192 ad 193 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on August 23 and 24, 2021.
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| (h)(3)(N) |
Expense
Limitation Agreement with Nia Impact Capital is incorporated by reference to Exhibit (h)(3)(O) of Post-Effective Amendment No. 216 of
Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on May 10, 2022.
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| (h)(4)(A) |
Administrative Services Plan for the Karner Blue Biodiversity Impact Fund is incorporated by reference to Exhibit (h)(7) of Post-Effective Amendment No. 143 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 27, 2019. |
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| (h)(4)(B)(i) |
Amended and Restated Administrative Services Plan is incorporated by reference to Exhibit (h)(7)(B) of Post-Effective Amendment No. 153 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 28, 2020. |
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| (h)(4)(B)(ii) |
Amended Schedule A to the Amended and Restated Administrative Services Plan is incorporated by reference to Exhibit (h)(4)(B)(ii) of Post-Effective Amendment No. 208 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on January 28, 2022. |
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| (i) |
Not applicable. |
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| (j) |
Not applicable. |
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| (k) |
Not applicable. |
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| (l) |
Initial Capital Agreement is incorporated by reference to Exhibit (l) of Post-Effective Amendment No. 2 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 11, 2012. |
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| (m)(1)(A)(i) |
Distribution (Rule 12b-1) Plan, dated June 5, 2012, is incorporated by reference to Exhibit (m) of Post-Effective Amendment No. 25 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 15, 2014. |
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| (m)(1)(A)(ii) |
Amended Appendix A to the Distribution (12b-1) Plan is incorporated by reference to Exhibit (m)(1)(A)(ii) of Post-Effective Amendment No. 208 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on January 28, 2022. |
| (p)(1) |
Code of Ethics of the Registrant, dated June 5, 2012, amended April 23, 2018, is incorporated by reference to Exhibit (p)(1) of Post-Effective Amendment No. 128 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 28, 2018. |
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| (p)(2) |
Code of Ethics of Ultimus Fund Distributors, LLC and Northern Lights Distributors, LLC is incorporated by reference to Exhibit (p)(2) of Post-Effective Amendment No. 195 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 2, 2021. |
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| (p)(3) |
Amended Code of Ethics of Lyrical Asset Management LP, dated October 2015, is incorporated by reference to Exhibit (p)(5) of Post-Effective Amendment No. 108 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 28, 2017. |
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| (p)(4) |
Amended Code of Ethics of Wavelength Capital Management, LLC, dated September 1, 2016, is incorporated by reference to Exhibit (p)(7) of Post-Effective Amendment No. 99 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 6, 2017. |
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| (p)(5) |
Amended Code of Ethics of Edge Capital Group, LLC (formerly Edge Capital Partners, LLC), dated January 1, 2018, is incorporated by reference to Exhibit (p)(7) of Post-Effective Amendment No. 124 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 28, 2018. |
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| (p)(6) |
Amended Code of Ethics of Marshfield Associates, Inc. is incorporated by reference to Exhibit (p)(12) of Post-Effective Amendment No. 119 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 28, 2018. |
| (p)(9) |
Code of Ethics of Kempner Capital Management, Inc., dated September 2017, is incorporated by reference to Exhibit (p)(17) of Post-Effective Amendment No. 119 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 28, 2018. |
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| (p)(10) |
Code of Ethics of Adler Asset Management, LLC is incorporated by reference to Exhibit (p)(15) of Post-Effective Amendment No. 137 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 28, 2019. |
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| (p)(11) |
Code of Ethics of Karner Blue Capital, LLC is incorporated by reference to Exhibit (p)(16) of Post-Effective Amendment No. 143 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 27, 2019. |
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| (p)(12) |
Code of Ethics of Q3 Asset Management Corporation is incorporated by reference to Exhibit (p)(16) of Post-Effective Amendment No. 153 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on February 28, 2020. |
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| (p)(13) |
Code of Ethics of Blueprint Fund Management LLC is incorporated by reference to Exhibit (p)(17) of Post-Effective Amendment No. 157 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on March 31, 2020. |
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| (p)(14) |
Code of Ethics of Blueprint Investment Partners LLC is incorporated by reference to Exhibit (p)(18) of Post-Effective Amendment No. 157 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on March 31, 2020. |
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| (p)(15) |
Code of Ethics of Evolutionary Tree Capital Management LLC is incorporated by reference to Exhibit (p)(18) of Post-Effective Amendment No. 165 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 8, 2020. |
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| (p)(16) |
Code
of Ethics of Westwood Management Corporation are incorporated by reference to Exhibit (p)(18) of Post-Effective Amendment No. 197 to Registrant’s
Registration Statement on Form N-1A (File No. 333-180308), filed August 23, 2021.
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| (p)(17) |
Code
of Ethics of Nia Impact Capital is incorporated by reference to Exhibit (p)(19) of Post-Effective Amendment No. 216 of Registrant’s
Registration Statement on Form N-1A (File No. 333-180308), filed on May 10, 2022.
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| (q)(1)(A)(ii) |
Powers of Attorney for David M. Deptula, Janine L. Cohen, David R. Carson, Jacqueline A. Williams, Clifford Schireson, and Robert E. Morrison are incorporated by reference to Exhibit (q)(1)(A)(ii) of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 29, 2021. |
| Item 29. |
Persons Controlled by or Under Common Control with Registrant |
No person is directly or indirectly controlled by
or under common control with the Registrant.
Article VI of the Registrant’s Agreement and
Declaration of Trust provides for indemnification of officers and Trustees as follows:
“Section 6.4 Indemnification of
Trustees, Officers, etc.
Subject to and except as otherwise provided
in the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act, the Trust shall indemnify each of its Trustees
and officers, including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which
the Trust has any interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”)
against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties,
and expenses, including reasonable accountants’ and counsel fees, incurred by any Covered Person in connection with the defense
or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body,
in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been
threatened,
while in office or thereafter, by reason
of being or having been such a Trustee or officer, director or trustee, and except that no Covered Person shall be indemnified against
any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office.
Section 6.5 Advances of Expenses.
The Trust shall advance attorneys’ fees or other expenses incurred by a Covered Person in defending a proceeding to the full extent
permitted by the Securities Act of 1933, as amended, the 1940 Act, as amended, and Ohio Revised Code Chapter 1707, as amended. In the
event any of these Federal laws conflict with Ohio Revised Code Section 1701.13I, as amended, these Federal laws, and not Ohio Revised
Code Section 1701.13I, shall govern.
Section 6.6 Indemnification Not Exclusive,
etc. The right of indemnification provided by this Article VI shall not be exclusive of or affect any other rights to which any such
Covered Person may be entitled. As used in this Article VI, “Covered Person” shall include such person’s heirs, executors
and administrators. Nothing contained in this article shall affect any rights to indemnification to which personnel of the Trust, other
than Trustees and officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase
and maintain liability insurance on behalf of any such person.”
Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
The Investment Advisory Agreements with Lyrical Asset
Management LP, Wavelength Capital Management, LLC, Edge Capital Group, LLC, Marshfield Associates, Inc., Hudson Valley Investment Advisors,
Inc., Kempner Capital Management, Inc., Edgemoor Investment Advisors, Inc., Adler Asset Management, LLC, Karner Blue Capital, LLC, Q3
Asset Management Corporation, Blueprint Fund Management LLC, Evolutionary Tree Capital Management LLC, Nia Impact Capital, and Westwood
Corporation Corp. (the “Advisers”) and the Investment Sub-Advisory Agreement with Blueprint Investment Partners LLC
(the “Sub-Adviser”) provide that the Advisers and Sub-Adviser shall not be liable for any error of judgment or for
any loss suffered by the Trust or the Funds in connection with the performance of their duties, except a loss resulting from a breach
of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period
and the amount set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance, bad faith or gross negligence
on the part of the Advisers in the performance of their duties, or from reckless disregard of its duties and obligations thereunder.
The Distribution Agreements with Ultimus Fund Distributors,
LLC (the “UFD”) and the Distribution Agreement with Northern Lights Distributors, LLC (“NLD” and,
collectively with UFD, the “Distributors”) provide that the Distributors, their directors, officers, employees, shareholders
and control persons shall not be liable for any loss, damage or expense (including the reasonable costs of investigation
and reasonable attorneys’ fees) reasonably
incurred by any of them in connection with the matters to which the Agreements relate, except a loss resulting from the failure of either
Distributors or any such other person to comply with applicable law or the terms of the Agreements, or from willful misfeasance, bad faith
or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of Distributor’s
duties or from the reckless disregard by any of such persons of Distributors’ obligations and duties under the Distribution Agreements.
The Distribution Agreements with the Distributors
further also provides that the Distributors agree to indemnify and hold harmless the Trust and each person who has been, is, or may hereafter
be a Trustee, officer, employee, shareholder or control person of the Trust against any loss, damage or expense (including the reasonable
costs of investigation and reasonable attorneys’ fees) reasonably incurred by any of them in connection with any claim or in connection
with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based
upon (i) any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material
fact necessary to make the statements not misleading, on the part of the Distributors or any agent or employee of the Distributors or
any other person for whose acts as Distributor is responsible, unless such statement or omission was made in reliance upon written information
furnished by the Trust; (ii) Distributor’s failure to exercise reasonable care and diligence with respect to its services, if any,
rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares; and (iii) Distributors’ failure
to comply with applicable laws and the Rules of FINRA.
The Registrant intends to maintain a standard mutual
fund and investment advisory professional and directors and officers liability policy. The policy shall provide coverage to the Registrant,
its Trustees and officers and the Adviser. Coverage under the policy will include losses by reason of any act, error, omission, misstatement,
misleading statement, neglect or breach of duty.
| Item 31. |
Business and Other Connections of the Investment Advisers |
With respect to information as to the business, profession,
vocation or employment of a substantial nature of each of the officers and directors of each adviser and sub-adviser, reference is hereby
made to the current Form ADVs of each adviser and sub-adviser filed under the Investment Advisers Act of 1940, incorporated herein by
reference and the CRD and file numbers of which are as follows:
|
Adler Asset Management, LLC
CRD No. 293512
SEC File No. 801-113287 |
Kempner Capital Management, Inc.
CRD No. 104784
SEC File No. 801-17585 |
| |
|
|
Blueprint Fund Management LLC
CRD No. 306419
SEC File No. 801-117790 |
Westwood Management Corp
CRD No. 110269
SEC File No. 801-18727 |
| |
|
|
Blueprint Investment Partners LLC
CRD No. 170196
SEC File No. 801-108069 |
Lyrical Asset Management LP
CRD No. 148267
SEC File No. 801-71099 |
| |
|
|
Edge Capital Group, LLC
CRD No. 297596
SEC File No. 801-113638 |
Marshfield Associates, Inc.
CRD No. 150614
SEC File No. 801-70275 |
|
Edgemoor Investment Advisors, Inc.
CRD No. 109104
SEC File No. 801-56945 |
Nia Impact Capital
CRD No. 286587
SEC File No. 801-117120 |
| |
|
|
Evolutionary Tree Capital Management LLC
CRD No. 291127
SEC File No. 801-119228 |
Q3 Asset Management Corporation
CRD No. 1378398
SEC File No. 801-77461 |
| |
|
|
Hudson Valley Investment Advisors, Inc.
CRD No. 107387
SEC File No. 801-48913 |
Wavelength Capital Management, LLC
CRD No. 167725
SEC File No. 801-78192 |
| |
|
|
Karner Blue Capital, LLC
CRD No. 290714
SEC File No. 801-117224 |
|
| Item 32. |
Principal Underwriters |
| (a)(i) |
UFD acts as the principal underwriter for the following other open-end investment companies: |
| AlphaMark Investment Trust |
James Alpha Funds Trust |
| Bruce Fund, Inc. |
The Investment House Funds |
| Caldwell & Orkin Funds Inc. |
MSS Series Trust |
| Capitol Series Trust |
Papp Investment Trust |
| Cantor Select Portfolios Trust |
Piedmont Investment Trust |
| Centaur Mutual Funds Trust |
Red Cedar Fund Trust |
| Conestoga Funds |
Segall Bryant & Hamill Trust |
| CM Advisors Family of Funds |
Oak Associates Funds |
| Chesapeake Investment Trust |
Schwartz Investment Trust |
| Commonwealth International Series Trust |
TFS Capital Investment Trust |
| Connors Fund |
Unified Series Trust |
| Copley Fund Inc. |
Valued Advisers Trust |
| The Cutler Trust |
Waycross Independent Trust |
| Eubel Brady & Suttman Mutual Fund Trust |
Wilshire Mutual Funds, Inc. |
| F/m Funds Trust |
Wilshire Variable Insurance Trust |
| The First Western Funds Trust |
Williamsburg Investment Trust |
| FSI Funds |
Valued Advisers Trust |
| HC Capital Trust |
VELA Funds |
| Hussman Investment Trust |
Volumetric Fund |
| Index Funds |
Yorktown Funds |
| (a)(ii) |
NLD acts as the principal underwriter for the following other open-end investment companies:
|
|
| AdvisorOne Funds |
Miller Investment Trust |
| Advisors Preferred Trust |
Destra Multi-Alternative Fund |
| Altegris KKR Commitments Master Fund |
Nile Capital Investment Trust |
| Alternative Strategies Fund |
NLFT / VT |
| Arrow Investments Trust (and Arrow ETF Trust) |
NLFT II |
| Boyar Value Trust |
NFLT III |
| Centerstone Investors Trust |
NFVT 4 |
| Copeland Trust |
North Country Funds |
| Dunham Funds |
Predex |
| Equinox Funds Trust |
Princeton Private Investments Access Fund |
| ETF Managers Trust |
Saratoga Advantage Trust |
| Forethought Variable Insurance Trust |
Timothy Plan |
| Leader Trust |
Two Roads Shares Trust |
| Mutual Fund Series Trust |
Vertical Capital Income Fund |
| Mutual Fund Variable Insurance Trust |
|
(b)(i) Directors, officers, or partners of UFD:
| Name |
Position with Distributor |
Position with Registrant |
| Kevin M. Guerette |
President |
None |
| Stephen L. Preston |
Chief Compliance Officer |
None |
| Douglas K. Jones |
Vice President |
None |
| Melvin Van Cleave |
Chief Information Securities Officer |
None |
The address of UFD and each of the above-named persons is 225
Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.
(b)(ii) Directors, officers, or partners of NLD:
| Name |
Position with Distributor |
Position with Registrant |
| Kevin M. Guerette |
President |
None |
| Stephen L. Preston |
Chief Compliance Officer |
None |
| Bill Strait |
Secretary/General Counsel |
None |
| Melvin Van Cleave |
Chief Information Securities Officer |
None |
The address of NLD and each of the above-named persons is 225
Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.
| Item 33. |
Location of Accounts and Records |
Accounts, books, and other documents required to be
maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder will be maintained by the Registrant
at the principal executive offices of its administrator or investment advisers:
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
Adler Asset Management, LLC
600 Third Avenue, Suite 226
New York, New York 10016
Blueprint Fund Management LLC
1250 Revolution Mill Drive, Suite 150
Greensboro, NC 27405Edge
Blueprint Investment Partners
1250 Revolution Mill Dr., Suite 150
Greensboro, NC 27405
Edge Capital Group, LLC
3333 Riverwood Parkway, Suite 350
Atlanta, Georgia 30339
Edgemoor Investment Advisors, Inc.
7250 Woodmont Avenue, Suite 315
Bethesda, Maryland 20814
Evolutionary Tree Capital Management LLC
1199 N. Fairfax Street, Suite 801
Alexandria, VA 22314
Hudson Valley Investment Advisors, Inc.
117 Grand Street, Suite 201
Goshen, New York 10924
|
Karner Blue Capital, LLC
7315 Wisconsin Avenue, #400
Bethesda, Maryland 20814
Kempner Capital Management, Inc.
2201 Market Street
Galveston, Texas 77550
Lyrical Asset Management LP
250 West 55th Street, 37th Floor
New York, New York 10022
Marshfield Associates, Inc.
21 Dupont Circle NW, Suite 500
Washington, District of Columbia 20036
Nia Impact Capital
4900 Shattuck Avenue, #3648
Oakland, CA 94609
Q3 Asset Management Corporation
2175 Cole Street
Birmingham, MI 48009
Wavelength Capital Management, LLC
545 Madison Avenue, 16th Floor
New York, New York 10022
Westwood Management Corp
200 Crescent Court, Suite 1200
Dallas, Texas 75201
|
Certain records, including records relating to the possession of Registrant’s
securities, may be maintained at the offices of Registrant’s custodians:
Brown Brothers Harriman & Co.
50 Post Office Square
Boston, MA 02110
Fifth Third Bank, National Association
Fountain Square Plaza
Cincinnati, Ohio 45263
MUFG Union Bank, N.A.
350 California Street, Suite 2018
San Francisco, California 94104
|
Pershing, LLC
One Pershing Plaza
Jersey City, New Jersey 07399
U.S. Bank, N.A.
425 Walnut Street
Cincinnati, Ohio 45202
|
| Item 34. |
Management Services Not Discussed in Parts A or B |
Not applicable
SIGNATURES
Pursuant to the requirements of
the Securities Act of 1933 (the “1933 Act”) and the Investment Company Act of 1940, each as amended, the Registrant
certifies that the Funds have caused this Post-Effective Amendment to the Registrant’s Registration Statement on Form N-1A, under
Rule 485(a) under the Securities Act, to be signed below on its behalf by the undersigned, thereto duly authorized, in Cincinnati, Ohio
on September 16, 2022.
| |
ULTIMUS MANAGERS TRUST |
| |
|
|
|
|
| |
By: |
/s/ Todd E. Heim |
|
|
| |
|
Todd E. Heim |
|
|
| |
|
President |
|
|
Pursuant to the requirements of
the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
|
Date |
|
|
|
| |
|
|
|
|
|
| /s/ David R. Carson |
|
September 16, 2022 |
|
|
|
| David R. Carson, Trustee |
|
|
|
|
|
| |
|
|
|
|
|
| * |
|
September 16, 2022 |
|
|
|
| David M. Deptula, Trustee |
|
|
|
|
|
| |
|
|
|
|
|
| * |
|
September 16, 2022 |
|
|
|
| Janine L. Cohen, Trustee |
|
|
|
By: |
/s/ Khimmara Greer |
| |
|
|
|
|
Khimmara Greer |
| * |
|
September 16, 2022 |
|
|
Attorney-in-fact* |
| Jacqueline A. Williams, Trustee |
|
|
|
|
September 16, 2022 |
| |
|
|
|
|
|
| * |
|
September 16, 2022 |
|
|
|
| Clifford N. Schireson, Trustee |
|
|
|
|
|
| |
|
|
|
|
|
| * |
|
September 16, 2022 |
|
|
|
| Robert E. Morrison, Trustee |
|
|
|
|
|
| |
|
|
|
|
|
| /s/ Todd E. Heim |
|
September 16, 2022 |
|
|
|
| Todd E. Heim, President |
|
|
|
|
|
| |
|
|
|
|
|
| /s/ David R. Carson |
|
September 16, 2022 |
|
|
|
| David R. Carson, Vice President |
|
|
|
|
|
| |
|
|
|
|
|
| /s/ Jennifer L. Leamer |
|
September 16, 2022 |
|
|
|
| Jennifer L. Leamer, Treasurer/Controller/Principal Financial Officer |
|
|
|
|
|