02/05/2026 | Press release | Distributed by Public on 02/05/2026 08:53
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) |
| Karen Jacoppo-Wood |
| Ultimus Fund Solutions, LLC 225 Pictoria Drive, Suite 450 Cincinnati, Ohio 45246 |
| (Name and address of agent for service) |
| Registrants telephone number, including area code: | (513) 587-3400 |
| Date of fiscal year end: | May 31 | |
| Date of reporting period: | November 30, 2025 |
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. |
| (a) |
Semi-Annual Shareholder Report - November 30, 2025
This semi-annual shareholder report contains important information about Adler Value Fund (the "Fund") for the period of June 1, 2025 to November 30, 2025. You can find additional information about the Fund at https://www.adlervaluefund.com/fund-literature. You can also request this information by contacting us at (800) 408-4682.
(based on a hypothetical $10,000 investment)
|
Fund Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
|
Adler Value Fund - Institutional Class
|
$66
|
1.25%
|
With U.S. job growth slowing, moderately rising U.S. unemployment, and U.S. inflation above the Federal Reserve's 2% target, the U.S. capital markets reflected expectations for fewer federal funds rate cuts in 2026. These developments were balanced against the impact of tariff and trade policies. This competition between the level of interest rates (moderately higher for longer) and the relative strength of the U.S. economy (continued growth vs. possibility of a recession) remained a durable theme in U.S. equity markets.
For the six months ending November 30, 2025, the Fund's performance reflected its differences with the S&P 500® Index (the "S&P 500®"). For example, the Fund owns two Megacap companies (defined by S&P as the top 50 market capitalization companies in the S&P 500®) representing 10% of the Fund's assets. Megacap companies represent approximately 60% of the S&P 500®.
In Spring 2025, the benchmark indices declined more than the Fund. When the market rebounded, the indices rebounded from lower levels than the Fund resulting in higher percentage increases than the Fund during the six months ending November 30, 2025.
|
Adler Value Fund - Institutional Class
|
S&P 500® Index
|
S&P 500® Value Index
|
S&P 1000® Value Index
|
|
|
Aug-2018
|
$10,000
|
$10,000
|
$10,000
|
$9,997
|
|
Nov-2018
|
$10,080
|
$9,772
|
$9,867
|
$9,302
|
|
Nov-2019
|
$10,975
|
$11,347
|
$11,427
|
$10,010
|
|
Nov-2020
|
$12,401
|
$13,327
|
$11,540
|
$9,976
|
|
Nov-2021
|
$15,113
|
$17,048
|
$13,936
|
$13,234
|
|
Nov-2022
|
$14,835
|
$15,478
|
$14,715
|
$13,548
|
|
Nov-2023
|
$13,822
|
$17,620
|
$16,376
|
$13,270
|
|
Nov-2024
|
$17,702
|
$23,592
|
$20,821
|
$17,468
|
|
Nov-2025
|
$18,566
|
$27,131
|
$21,888
|
$17,410
|
|
1 Year
|
5 Years
|
Since Inception (August 16, 2018)
|
|
|
Adler Value Fund - Institutional Class
|
4.88%
|
8.40%
|
8.86%
|
|
S&P 500®Index
|
15.00%
|
15.28%
|
14.67%
|
|
S&P 500®Value Index
|
5.13%
|
13.66%
|
11.34%
|
|
S&P 1000®Value Index
|
-0.40%
|
11.78%
|
7.90%
|
The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
|
Value
|
Value
|
|
Common Stocks
|
87.1%
|
|
Money Market Funds
|
12.0%
|
|
Purchased Options
|
0.7%
|
|
Right
|
0.2%
|
|
Value
|
Value
|
|
Other Assets in Excess of Liabilities
|
0.4%
|
|
Purchased Options
|
0.7%
|
|
Materials
|
2.2%
|
|
Energy
|
2.4%
|
|
Communications
|
3.3%
|
|
Utilities
|
3.8%
|
|
Technology
|
6.2%
|
|
Consumer Discretionary
|
10.4%
|
|
Money Market Funds
|
12.0%
|
|
Health Care
|
15.3%
|
|
Financials
|
43.3%
|
|
Holding Name
|
% of Net Assets
|
|
Jackson Financial, Inc.
|
12.6%
|
|
Citigroup, Inc.
|
8.9%
|
|
Aflac, Inc.
|
6.4%
|
|
Charles Schwab Corporation (The)
|
5.9%
|
|
Alibaba Group Holding Ltd. - ADR
|
5.5%
|
|
Equitable Holdings, Inc.
|
5.2%
|
|
Coupang, Inc.
|
4.9%
|
|
PG&E Corporation
|
3.8%
|
|
Corning, Inc.
|
3.5%
|
|
XP, Inc. - Class A
|
3.4%
|
No material changes occurred during the period ended November 30, 2025.
Semi-Annual Shareholder Report - November 30, 2025
Additional information is available on the Fund's website (https://www.adlervaluefund.com/fund-literature), including its:
Prospectus
Financial information
Holdings
Proxy voting information
TSR-SAR 113025-ADLVX
Semi-Annual Shareholder Report - November 30, 2025
This semi-annual shareholder report contains important information about Evolutionary Tree Innovators Fund (the "Fund") for the period of June 1, 2025 to November 30, 2025. You can find additional information about the Fund at https://mutualfund.evolutionarytree.com/resources-materials. You can also request this information by contacting us at (833) 517-1010.
(based on a hypothetical $10,000 investment)
|
Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
|
I Class Shares
|
$49
|
0.97%
|
After ending last fiscal year with strong results, during the six months ending November 30, 2025, the Fund largely treaded water while the broader indexes had stronger results. The benchmark's return was driven by a narrow group of companies, those perceived as "pure play" beneficiaries of the AI hardware buildout, particularly semiconductor and data center-related companies. While we have exposure to AI beneficiaries, such as the hyperscalers (Microsoft Corporation, Amazon.com, Inc., and Alphabet, Inc. - Class A), the primary driver of the relative performance was our non-participation in the more speculative parts of the AI trade, especially AI hardware. Key indexes also benefited from stock outperformance for low-quality unprofitable companies and momentum stocks, factors we avoid.
While we do not believe the entire AI landscape is in a bubble-we are believers in the power of AI and use it internally-we do see pockets of hype and a growing risk of overinvestment in parts of the ecosystem. We are intentionally navigating away from these areas of higher risk, while staying invested in those companies we view as having sustainable growth profiles built on rational expectations. By contrast, in recent quarters, a few high-profile AI leaders (OpenAI) have committed to capex spending on AI that implies well over $1 trillion in future spending (despite comparably modest revenues). Those figures helped to push expectations of aggressive revenue growth for certain AI hardware suppliers. Recently, investors are starting to shift from embracing AI hype to focusing more on return on investment (ROI), embracing greater discipline in growth and valuation assessments. We view this as a healthy shift.
We see a few emerging shifts that may benefit holdings over time:
1. From Single Dominant AI Model/Ecosystem to Multiple AI Ecosystems: After the ChatGPT launch, it was assumed that the combo of OpenAI and NVIDIA would dominate. However, in recent months we are seeing the rise of alternative AI ecosystems such as Alphabet's Gemini and Anthropic's Claude LLMs, as well as the rise of custom AI chips.
2. From Relying on High Performance GPU Chips to Focusing on Cost Efficiency: Early AI models were built on NVIDIA GPUs with a sole focus on performance. Today, model builders are shifting to focusing on cost efficiency-per-performance. Two standouts offer alternatives, with Alphabet's TPU AI chips offering 30-40% cost reductions and Amazon's Trainium and Inferentia chips offering similar cost reductions.
3. From Investors Rewarding "AI Deals" to Investors Rewarding AI Discipline: In the early days of the AI buildout, multi-billion-dollar deals were rewarded by investors. With a growing focus on unit economics and ROI, investors are scrutinizing these deals.
We estimate >50% of holdings are potential beneficiaries of AI, including AI tech enablers and platforms that integrate AI features. In sum, we remain grounded in owning quality, innovative businesses that are delivering strong growth in revenues and earnings.
|
Evolutionary Tree Innovators Fund - I Class Shares
|
S&P 500® Index
|
|
|
Sep-2020
|
$10,000
|
$10,000
|
|
Nov-2020
|
$12,440
|
$10,695
|
|
Nov-2021
|
$13,235
|
$13,681
|
|
Nov-2022
|
$6,657
|
$12,421
|
|
Nov-2023
|
$8,363
|
$14,140
|
|
Nov-2024
|
$11,470
|
$18,932
|
|
Nov-2025
|
$11,274
|
$21,771
|
|
1 Year
|
5 Years
|
Since Inception (September 9, 2020)
|
|
|
Evolutionary Tree Innovators Fund - I Class Shares
|
-1.71%
|
-1.95%
|
2.32%
|
|
S&P 500®Index
|
15.00%
|
15.28%
|
16.06%
|
The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
|
Value
|
Value
|
|
Common Stocks
|
98.4%
|
|
Money Market Funds
|
1.6%
|
|
Value
|
Value
|
|
Other Assets in Excess of Liabilities
|
0.1%
|
|
Money Market Funds
|
1.6%
|
|
Financials
|
7.0%
|
|
Industrials
|
8.0%
|
|
Health Care
|
11.4%
|
|
Communications
|
20.1%
|
|
Consumer Discretionary
|
22.6%
|
|
Technology
|
29.2%
|
|
Holding Name
|
% of Net Assets
|
|
Microsoft Corporation
|
9.7%
|
|
Amazon.com, Inc.
|
8.6%
|
|
Alphabet, Inc. - Class A
|
7.7%
|
|
ServiceNow, Inc.
|
4.9%
|
|
Shopify, Inc. - Class A
|
4.7%
|
|
Netflix, Inc.
|
4.6%
|
|
Meta Platforms, Inc. - Class A
|
4.3%
|
|
CACI International, Inc. - Class A
|
4.1%
|
|
Axon Enterprise, Inc.
|
3.9%
|
|
Sea Ltd. - ADR
|
3.8%
|
No material changes occurred during the period ended November 30, 2025.
Semi-Annual Shareholder Report - November 30, 2025
Additional information is available on the Fund's website (https://mutualfund.evolutionarytree.com/resources-materials), including its:
Prospectus
Financial information
Holdings
Proxy voting information
TSR-SAR 113025-INVNX
Semi-Annual Shareholder Report - November 30, 2025
This semi-annual shareholder report contains important information about Evolutionary Tree Innovators Fund (the "Fund") for the period of June 1, 2025 to November 30, 2025. You can find additional information about the Fund at https://mutualfund.evolutionarytree.com/resources-materials. You can also request this information by contacting us at (833) 517-1010.
(based on a hypothetical $10,000 investment)
|
Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
|
A Class Shares
|
$61
|
1.22%
|
After ending last fiscal year with strong results, during the six months ending November 30, 2025, the Fund largely treaded water while the broader indexes had stronger results. The benchmark's return was driven by a narrow group of companies, those perceived as "pure play" beneficiaries of the AI hardware buildout, particularly semiconductor and data center-related companies. While we have exposure to AI beneficiaries, such as the hyperscalers (Microsoft Corporation, Amazon.com, Inc., and Alphabet, Inc. - Class A), the primary driver of the relative performance was our non-participation in the more speculative parts of the AI trade, especially AI hardware. Key indexes also benefited from stock outperformance for low-quality unprofitable companies and momentum stocks, factors we avoid.
While we do not believe the entire AI landscape is in a bubble-we are believers in the power of AI and use it internally-we do see pockets of hype and a growing risk of overinvestment in parts of the ecosystem. We are intentionally navigating away from these areas of higher risk, while staying invested in those companies we view as having sustainable growth profiles built on rational expectations. By contrast, in recent quarters, a few high-profile AI leaders (OpenAI) have committed to capex spending on AI that implies well over $1 trillion in future spending (despite comparably modest revenues). Those figures helped to push expectations of aggressive revenue growth for certain AI hardware suppliers. Recently, investors are starting to shift from embracing AI hype to focusing more on return on investment (ROI), embracing greater discipline in growth and valuation assessments. We view this as a healthy shift.
We see a few emerging shifts that may benefit holdings over time:
1. From Single Dominant AI Model/Ecosystem to Multiple AI Ecosystems: After the ChatGPT launch, it was assumed that the combo of OpenAI and NVIDIA would dominate. However, in recent months we are seeing the rise of alternative AI ecosystems such as Alphabet's Gemini and Anthropic's Claude LLMs, as well as the rise of custom AI chips.
2. From Relying on High Performance GPU Chips to Focusing on Cost Efficiency: Early AI models were built on NVIDIA GPUs with a sole focus on performance. Today, model builders are shifting to focusing on cost efficiency-per-performance. Two standouts offer alternatives, with Alphabet's TPU AI chips offering 30-40% cost reductions and Amazon's Trainium and Inferentia chips offering similar cost reductions.
3. From Investors Rewarding "AI Deals" to Investors Rewarding AI Discipline: In the early days of the AI buildout, multi-billion-dollar deals were rewarded by investors. With a growing focus on unit economics and ROI, investors are scrutinizing these deals.
We estimate >50% of holdings are potential beneficiaries of AI, including AI tech enablers and platforms that integrate AI features. In sum, we remain grounded in owning quality, innovative businesses that are delivering strong growth in revenues and earnings.
|
Evolutionary Tree Innovators Fund - A Class Shares
|
S&P 500® Index
|
|
|
Feb-2022
|
$9,427
|
$10,000
|
|
Nov-2022
|
$6,651
|
$9,447
|
|
Nov-2023
|
$8,333
|
$10,754
|
|
Nov-2024
|
$11,404
|
$14,399
|
|
Nov-2025
|
$11,182
|
$16,558
|
|
1 Year
|
Since Inception (February 28, 2022)
|
|
|
Evolutionary Tree Innovators Fund - A Class Shares
|
||
|
Without Load
|
-1.95%
|
4.65%
|
|
With Load*
|
-7.59%
|
3.02%
|
|
S&P 500®Index
|
15.00%
|
14.38%
|
The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
* Reflects the maximum sales charge applicable to A Class Shares.
|
Value
|
Value
|
|
Common Stocks
|
98.4%
|
|
Money Market Funds
|
1.6%
|
|
Value
|
Value
|
|
Other Assets in Excess of Liabilities
|
0.1%
|
|
Money Market Funds
|
1.6%
|
|
Financials
|
7.0%
|
|
Industrials
|
8.0%
|
|
Health Care
|
11.4%
|
|
Communications
|
20.1%
|
|
Consumer Discretionary
|
22.6%
|
|
Technology
|
29.2%
|
|
Holding Name
|
% of Net Assets
|
|
Microsoft Corporation
|
9.7%
|
|
Amazon.com, Inc.
|
8.6%
|
|
Alphabet, Inc. - Class A
|
7.7%
|
|
ServiceNow, Inc.
|
4.9%
|
|
Shopify, Inc. - Class A
|
4.7%
|
|
Netflix, Inc.
|
4.6%
|
|
Meta Platforms, Inc. - Class A
|
4.3%
|
|
CACI International, Inc. - Class A
|
4.1%
|
|
Axon Enterprise, Inc.
|
3.9%
|
|
Sea Ltd. - ADR
|
3.8%
|
No material changes occurred during the period ended November 30, 2025.
Semi-Annual Shareholder Report - November 30, 2025
Additional information is available on the Fund's website (https://mutualfund.evolutionarytree.com/resources-materials), including its:
Prospectus
Financial information
Holdings
Proxy voting information
TSR-SAR 113025-INVTX
Semi-Annual Shareholder Report - November 30, 2025
The Wavelength Fund seeks to generate attractive total returns in fixed income markets using a systematic, factor-based approach that applies to quantitative tools to process fundamental market and economic information.
This semi-annual shareholder report contains important information about Wavelength Fund (the "Fund") for the period of June 1, 2025 to November 30, 2025. You can find additional information about the Fund at https://www.wavelengthfunds.com/fund-resources. You can also request this information by contacting us at (866) 896-9292.This report describes changes to the Fund that occurred during the reporting period.
(based on a hypothetical $10,000 investment)
|
Fund Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
|
Wavelength Fund
|
$51
|
0.99%
|
During the six months ended November 30, 2025, the Fund generated strong positive results and outperformed the Bloomberg U.S. Aggregate Bond Index. The Fund effectively navigated changes to the economic and policy environment, producing profits across fixed income markets, including U.S. Treasuries, inflation-linked bonds, emerging market debt, convertible bonds, and corporate credit. The Fund's use of its current investment strategies did not cause performance to materially deviate from the manager's expectations, given the uncertainty of the markets and the underlying factors driving them over the period.
Over the last ten years, the Fund has generated positive results and outperformed the Bloomberg U.S. Aggregate Bond Index. While volatility has increased in markets over the period, the Fund has targeted a similar level of volatility as the Bloomberg U.S. Aggregate Bond Index and generated a differentiated return for investors over the economic cycle.
|
Wavelength Fund
|
Bloomberg U.S. Aggregate Bond Index
|
S&P/BGCantor 0-3 Month U.S. Treasury Bill Index
|
|
|
Nov-2015
|
$10,000
|
$10,000
|
$10,000
|
|
Nov-2016
|
$10,483
|
$10,217
|
$10,024
|
|
Nov-2017
|
$11,133
|
$10,546
|
$10,100
|
|
Nov-2018
|
$11,112
|
$10,404
|
$10,275
|
|
Nov-2019
|
$12,329
|
$11,527
|
$10,508
|
|
Nov-2020
|
$13,285
|
$12,366
|
$10,579
|
|
Nov-2021
|
$13,606
|
$12,224
|
$10,584
|
|
Nov-2022
|
$12,270
|
$10,654
|
$10,709
|
|
Nov-2023
|
$12,611
|
$10,780
|
$11,247
|
|
Nov-2024
|
$14,007
|
$11,521
|
$11,854
|
|
Nov-2025
|
$15,062
|
$12,178
|
$12,369
|
The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
|
1 Year
|
5 Years
|
10 Years
|
|
|
Wavelength Fund
|
7.53%
|
2.54%
|
4.18%
|
|
Bloomberg U.S. Aggregate Bond Index
|
5.70%
|
-0.31%
|
1.99%
|
|
S&P/BGCantor 0-3 Month U.S. Treasury Bill Index
|
4.35%
|
3.18%
|
2.15%
|
Past performance does not guarantee future results. Call (866) 896-9292 or visit https://www.wavelengthfunds.com/fund-resourcesfor current month-end performance.
|
Value
|
Value
|
|
Collateral for Securities Loaned
|
17.9%
|
|
Commodities Futures
|
1.2%
|
|
Exchange-Traded Funds
|
48.4%
|
|
Index Futures
|
3.8%
|
|
Money Market Funds
|
6.4%
|
|
Treasury Futures
|
22.3%
|
The Fund invested in a wide range of markets using predominantly exchange-traded funds and futures instruments.
|
Holding Name
|
% of Net Assets
|
|
Vanguard Mortgage-Backed Securities ETF
|
11.4%
|
|
Invesco Senior Loan ETF
|
10.4%
|
|
State Street SPDR Bloomberg Short-Term High Yield Bond ETF
|
10.2%
|
|
Vanguard Short-Term Inflation-Protected Securities ETF
|
9.9%
|
|
iShares Broad USD High Yield Corporate Bond ETF
|
7.4%
|
|
iShares TIPS Bond ETF
|
6.3%
|
|
VanEck J.P. Morgan EM Local Currency Bond ETF
|
6.3%
|
|
State Street SPDR Bloomberg Convertible Securities ETF
|
5.1%
|
|
VanEck Emerging Markets High Yield Bond ETF
|
4.7%
|
|
iShares National Muni Bond ETF
|
3.7%
|
Effective July 31, 2025, the Fund changed its distribution frequency from quarterly to monthly and reduced the minimum initial investment from $10,000 for regular accounts to $2,500 for regular accounts.
During the period ended November 30, 2025, there were no changes in or disagreements with accountants.
If you wish to receive a copy of this document at a new address, contact (866) 896-9292.
Additional information is available on the Fund's website (https://www.wavelengthfunds.com/fund-resources), including its:
Prospectus
Financial information
Holdings
Proxy voting information
Semi-Annual Shareholder Report - November 30, 2025
TSR-SAR 113025-WAVLX
| (b) | Not applicable |
| Item 2. | Code of Ethics. |
Not required
| Item 3. | Audit Committee Financial Expert. |
Not required
| Item 4. | Principal Accountant Fees and Services. |
Not required
| Item 5. | Audit Committee of Listed Registrants. |
Not applicable
| Item 6. | Investments. |
| (a) | The Registrants schedule of investments is included in the Financial Statements under Item 7 of this form. |
| (b) | Not applicable |
| Item 7. | Financial Statements and Financial Highlights for Open-End Management Investment Companies |
| (a) |
| Institutional Class (ADLVX) |
| SEMI-ANNUAL FINANCIAL STATEMENTS |
| AND ADDITIONAL INFORMATION |
| November 30, 2025 |
| (Unaudited) |
| Managed by |
| Adler Asset Management, LLC |
| For information or assistance in opening an account, |
| please call toll-free 1-800-408-4682. |
| ADLER VALUE FUND |
| SCHEDULE OF INVESTMENTS |
| November 30, 2025 (Unaudited) |
| COMMON STOCKS - 86.7% | Shares | Value | ||||||
| Communications - 3.3% | ||||||||
| Cable & Satellite - 0.8% | ||||||||
| Comcast Corporation - Class A | 600 | $ | 16,014 | |||||
| Optimum Communications, Inc. - Class A (a) | 9,000 | 17,100 | ||||||
| 33,114 | ||||||||
| Interactive Media & Services - 2.5% | ||||||||
| Netflix, Inc. (a) | 1,000 | 107,580 | ||||||
| Consumer Discretionary - 10.4% | ||||||||
| E-Commerce Discretionary - 10.4% | ||||||||
| Alibaba Group Holding Ltd. - ADR | 1,500 | 235,950 | ||||||
| Coupang, Inc. (a) | 7,500 | 211,200 | ||||||
| 447,150 | ||||||||
| Energy - 2.4% | ||||||||
| Oil & Gas Services & Equipment - 2.4% | ||||||||
| SLB Ltd. | 2,900 | 105,096 | ||||||
| Financials - 43.1% | ||||||||
| Banking - 9.6% | ||||||||
| Citigroup, Inc. | 3,700 | 383,320 | ||||||
| Citizens Financial Group, Inc. | 500 | 27,050 | ||||||
| 410,370 | ||||||||
| Broker-Dealers - 9.3% | ||||||||
| Charles Schwab Corporation (The) | 2,700 | 250,371 | ||||||
| XP, Inc. - Class A | 7,415 | 146,150 | ||||||
| 396,521 | ||||||||
| Insurance - 24.2% | ||||||||
| Aflac, Inc. | 2,500 | 275,775 | ||||||
| Equitable Holdings, Inc. | 4,800 | 224,112 | ||||||
| Jackson Financial, Inc. - Class A | 5,500 | 539,055 | ||||||
| 1,038,942 | ||||||||
| Health Care - 15.3% | ||||||||
| Biotech & Pharma - 6.8% | ||||||||
| Bayer AG - ADR | 5,250 | 46,226 | ||||||
| Novo Nordisk A/S - ADR | 2,300 | 113,505 | ||||||
| Viatris, Inc. | 12,435 | 132,930 | ||||||
| 292,661 | ||||||||
| Health Care Facilities & Services - 2.6% | ||||||||
| Cigna Group (The) | 400 | 110,912 | ||||||
1
| ADLER VALUE FUND |
| SCHEDULE OF INVESTMENTS (Continued) |
| COMMON STOCKS - 86.7% (Continued) | Shares | Value | ||||||
| Health Care - 15.3% (Continued) | ||||||||
| Medical Equipment & Devices - 5.9% | ||||||||
| Becton, Dickinson and Company | 600 | $ | 116,412 | |||||
| Medtronic plc | 1,300 | 136,929 | ||||||
| 253,341 | ||||||||
| Materials - 2.2% | ||||||||
| Containers & Packaging - 2.2% | ||||||||
| O-I Glass, Inc. (a) | 6,900 | 93,012 | ||||||
| Technology - 6.2% | ||||||||
| Software - 2.7% | ||||||||
| Salesforce, Inc. | 500 | 115,270 | ||||||
| Technology & Electronics - 3.5% | ||||||||
| Corning, Inc. | 1,800 | 151,560 | ||||||
| Utilities - 3.8% | ||||||||
| Electric Utilities - 3.8% | ||||||||
| PG&E Corporation | 10,000 | 161,200 | ||||||
| Total Common Stocks (Cost $2,524,678) | $ | 3,716,729 | ||||||
| RIGHT - 0.2% | Shares | Value | ||||||
| Financials - 0.2% | ||||||||
| Asset Management - 0.2% | ||||||||
| Sycamore Partners, LLC (Cost $0) | 13,000 | $ | 6,890 | |||||
2
| ADLER VALUE FUND |
| SCHEDULE OF INVESTMENTS (Continued) |
| PURCHASED OPTION | Notional | |||||||||||||||
| CONTRACTS - 0.7% | Strike Price | Contracts* | Value | Value | ||||||||||||
| Call Option Contracts - 0.7% | ||||||||||||||||
| Amcor plc, 12/19/25 | $ | 9.00 | 30 | $ | 25,560 | $ | 210 | |||||||||
| Amcor plc, 12/19/25 | 10.00 | 26 | 22,152 | 78 | ||||||||||||
| Coupang, Inc., 06/18/26 | 30.00 | 10 | 28,160 | 2,500 | ||||||||||||
| PG&E Corporation, 01/16/26 | 17.00 | 25 | 40,300 | 875 | ||||||||||||
| PG&E Corporation, 03/20/26 | 15.00 | 10 | 16,120 | 1,820 | ||||||||||||
| PG&E Corporation, 06/18/26 . | 15.00 | 30 | 48,360 | 6,915 | ||||||||||||
| SLB Ltd., 01/16/26 | 35.00 | 5 | 18,120 | 1,190 | ||||||||||||
| SLB Ltd., 03/20/26 | 32.50 | 5 | 18,120 | 2,465 | ||||||||||||
| Viatris, Inc., 01/15/27 | 10.00 | 13 | 13,897 | 2,632 | ||||||||||||
| XP, Inc. - Class A, 01/16/26 | 15.00 | 25 | 49,275 | 12,625 | ||||||||||||
| Total Purchased Option Contracts (Cost $28,828) | $ | 280,064 | $ | 31,310 | ||||||||||||
| MONEY MARKET FUNDS - 12.0% | Shares | Value | ||||||
| Federated Hermes Treasury Obligations Fund - Service Shares, 3.63% (b)(c) (Cost $513,556) | 513,556 | $ | 513,556 | |||||
| Investments at Value - 99.6% (Cost $3,067,062) | $ | 4,268,485 | ||||||
| Other Assets in Excess of Liabilities - 0.4% | 18,657 | |||||||
| Net Assets - 100.0% | $ | 4,287,142 | ||||||
| (a) | Non-income producing security. |
| (b) | The rate shown is the 7-day effective yield as of November 30, 2025. |
| (c) | A portion of this security is held as collateral in a segregated account. The total value of the securities held as collateral as of November 30, 2025 was $100,145. |
| * | Each option contract has a multiplier of 100 shares. |
| A/S - Aktieselskab |
| ADR - American Depositary Receipt |
| AG - Aktiengesellschaft |
| plc - Public Limited Company |
See accompanying notes to financial statements.
3
| ADLER VALUE FUND |
| STATEMENT OF ASSETS AND LIABILITIES |
| November 30, 2025 (Unaudited) |
| ASSETS | ||||
| Investments in securities: | ||||
| At cost | $ | 3,067,062 | ||
| At value (Note 2) | $ | 4,268,485 | ||
| Receivable from Adviser (Note 4) | 12,223 | |||
| Dividends receivable | 6,301 | |||
| Tax reclaims receivable | 172 | |||
| Other assets | 13,336 | |||
| Total assets | 4,300,517 | |||
| LIABILITIES | ||||
| Payable to administrator (Note 4) | 8,427 | |||
| Other accrued expenses | 4,948 | |||
| Total liabilities | 13,375 | |||
| CONTINGENCIES AND COMMITMENTS (Note 7) | - | |||
| NET ASSETS | $ | 4,287,142 | ||
| NET ASSETS CONSIST OF: | ||||
| Paid-in capital | $ | 3,133,216 | ||
| Accumulated earnings | 1,153,926 | |||
| NET ASSETS | $ | 4,287,142 | ||
| PRICING OF INSTITUTIONAL SHARES (Note 2) | ||||
| Net assets applicable to Institutional Shares | $ | 4,287,142 | ||
| Shares of Institutional Shares outstanding (no par value, unlimited number of shares authorized) | 140,155 | |||
| Net asset value, offering and redemption price per share (Note 2) | $ | 30.59 | ||
See accompanying notes to financial statements.
4
| ADLER VALUE FUND |
| STATEMENT OF OPERATIONS |
| For the Six Months Ended November 30, 2025 (Unaudited) |
| INVESTMENT INCOME | ||||
| Dividends | $ | 46,854 | ||
| Foreign withholding tax on dividends | (429 | ) | ||
| Total investment income | 46,425 | |||
| EXPENSES | ||||
| Administration fees (Note 4) | 20,958 | |||
| Management fees (Note 4) | 20,826 | |||
| Fund accounting fees (Note 4) | 17,695 | |||
| Legal fees | 12,827 | |||
| Trustees fees and expenses (Note 4) | 11,060 | |||
| Audit and tax services fees | 9,320 | |||
| Transfer agent fees (Note 4) | 6,993 | |||
| Registration and filing fees | 6,205 | |||
| Compliance fees (Note 4) | 6,000 | |||
| Shareholder reporting expenses | 5,225 | |||
| Custodian and bank service fees | 4,738 | |||
| Insurance expense | 1,366 | |||
| Postage and supplies | 848 | |||
| Other expenses | 4,541 | |||
| Total expenses | 128,602 | |||
| Less fee reductions and expense reimbursements by the Adviser (Note 4) ... | (102,569 | ) | ||
| Net expenses | 26,033 | |||
| NET INVESTMENT INCOME | 20,392 | |||
| REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS | ||||
| Net realized losses on investments transactions | (23,187 | ) | ||
| Net change in unrealized appreciation (depreciation) on investments | 361,065 | |||
| NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS | 337,878 | |||
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 358,270 | ||
See accompanying notes to financial statements.
5
| ADLER VALUE FUND |
| STATEMENTS OF CHANGES IN NET ASSETS |
| Six Months | ||||||||
| Ended | ||||||||
| November 30, | Year Ended | |||||||
| 2025 | May 31, | |||||||
| (Unaudited) | 2025 | |||||||
| FROM OPERATIONS | ||||||||
| Net investment income | $ | 20,392 | $ | 48,760 | ||||
| Net realized gains (losses) from investment transactions | (23,187 | ) | 229,049 | |||||
| Net change in unrealized appreciation (depreciation) on investments | 361,065 | 6,951 | ||||||
| Net increase in net assets resulting from operations | 358,270 | 284,760 | ||||||
| DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2) | ||||||||
| Institutional Shares | - | (54,003 | ) | |||||
| FROM CAPITAL SHARE TRANSACTIONS | ||||||||
| Institutional Shares | ||||||||
| Proceeds from shares sold | 24,200 | 32,550 | ||||||
| Net asset value of shares issued in reinvestment of distributions to shareholders | - | 48,630 | ||||||
| Payments for shares redeemed | (14,251 | ) | (100,645 | ) | ||||
| Net increase (decrease) in Institutional Shares net assets from capital share transactions | 9,949 | (19,465 | ) | |||||
| TOTAL INCREASE IN NET ASSETS | 368,219 | 211,292 | ||||||
| NET ASSETS | ||||||||
| Beginning of period | 3,918,923 | 3,707,631 | ||||||
| End of period | $ | 4,287,142 | $ | 3,918,923 | ||||
| CAPITAL SHARES ACTIVITY | ||||||||
| Institutional Shares | ||||||||
| Shares sold | 811 | 1,161 | ||||||
| Shares reinvested | - | 1,772 | ||||||
| Shares redeemed | (501 | ) | (3,609 | ) | ||||
| Net increase (decrease) in shares outstanding | 310 | (676 | ) | |||||
| Shares outstanding, beginning of period | 139,845 | 140,521 | ||||||
| Shares outstanding, end of period | 140,155 | 139,845 | ||||||
See accompanying notes to financial statements.
6
| ADLER VALUE FUND |
| INSTITUTIONAL SHARES |
| FINANCIAL HIGHLIGHTS |
| Per Share Data for a Share Outstanding Throughout Each Period |
| Six Months | ||||||||||||||||||||||||
| Ended | ||||||||||||||||||||||||
| Nov. 30, | Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | |||||||||||||||||||
| 2025 | May 31, | May 31, | May 31, | May 31, | May 31, | |||||||||||||||||||
| (Unaudited) | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||
| Net asset value at beginning of period | $ | 28.02 | $ | 26.38 | $ | 22.32 | $ | 27.70 | $ | 30.50 | $ | 19.82 | ||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||||||
| Net investment income (a) | 0.15 | 0.35 | 0.40 | 0.31 | 0.95 | (b) | 0.07 | |||||||||||||||||
| Net realized and unrealised gains (losses) on investments | 2.42 | 1.68 | 3.96 | (4.03 | ) | (0.40 | ) | 10.92 | ||||||||||||||||
| Total from investment operations | 2.57 | 2.03 | 4.36 | (3.72 | ) | (1.35 | ) | 10.99 | ||||||||||||||||
| Less distributions from: | ||||||||||||||||||||||||
| Net investment income | - | (0.39 | ) | (0.30 | ) | - | (2.30 | ) | (0.31 | ) | ||||||||||||||
| Net realized gains | - | - | - | (1.66 | ) | (0.10 | ) | - | ||||||||||||||||
| Total distributions | - | (0.39 | ) | (0.30 | ) | (1.66 | ) | (2.40 | ) | (0.31 | ) | |||||||||||||
| Net asset value at end of period | $ | 30.59 | $ | 28.02 | $ | 26.38 | $ | 22.32 | $ | 26.75 | $ | 30.50 | ||||||||||||
| Total return (c) | 9.17 | % (d) | 7.72 | % | 19.59 | % | (13.84 | %) | (1.64 | %) | 55.78 | % | ||||||||||||
| Net assets at end of period (000s) | $ | 4,287 | $ | 3,919 | $ | 3,708 | $ | 3,651 | $ | 4,202 | $ | 3,795 | ||||||||||||
| Ratios/supplementary data: | ||||||||||||||||||||||||
| Ratio of total expenses to average net assets | 6.17 | % (e) | 6.41 | % | 6.15 | % | 5.88 | % | 5.65 | % | 8.42 | % | ||||||||||||
| Ratio of net expenses to average net assets (f) | 1.25 | % (e) | 1.25 | % | 1.25 | % | 1.25 | % | 1.25 | % | 1.25 | % | ||||||||||||
| Ratio of net investment income to average net assets (f) | 0.98 | % (e) | 1.26 | % | 1.66 | % | 1.25 | % | 3.23 | % (b) | 0.27 | % | ||||||||||||
| Portfolio turnover rate | 7 | % (d) | 22 | % | 31 | % | 23 | % | 45 | % | 0 | % (g) | ||||||||||||
| (a) | Per share net investment income has been determined on the basis of average number of shares outstanding during the period. |
| (b) | During the year ended May 31, 2022, the Fund received a large special dividend distribution from Meredith Corporation. Had the Fund not received this special dividend distribution, the net investment income per share and ratio of net investment income to average net assets would have been $0.82 and 2.79% lower, respectively. |
| (c) | Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Adviser had not reduced fees and reimbursed expenses (Note 4). |
| (d) | Not annualized. |
| (e) | Annualized. |
| (f) | Ratio was determined after management fee reductions and expense reimbursements (Note 4). |
| (g) | Percentage rounds to less than 1%. |
See accompanying notes to financial statements.
7
| ADLER VALUE FUND |
| NOTES TO FINANCIAL STATEMENTS |
| November 30, 2025 (Unaudited) |
| 1. | Organization |
Adler Value Fund (the "Fund") is a non-diversified series of Ultimus Managers Trust (the "Trust"), an open-end investment company established as an Ohio business trust under a Declaration of Trust dated February 28, 2012. Other series of the Trust are not incorporated in this report.
The investment objective of the Fund is to seek to achieve long-term growth of capital.
The Fund currently offers one class of shares: Institutional Class shares (sold without any sales loads or distribution fees and subject to a $2,500 initial investment for all accounts, except for an IRA for which the minimum initial investment is $1,000).
| 2. | Significant Accounting Policies |
The Fund follows accounting and reporting guidance under Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946, "Financial Services - Investment Companies." The following is a summary of the Fund's significant accounting policies used in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP").
Segment reporting - Adler Asset Management, LLC, the Fund's investment adviser, (the "Adviser") acts as the Fund's chief operating decision maker ("CODM"). The CODM has determined that the Fund has a single operating segment as the CODM monitors the operating results of the Fund as a whole and the Fund's long-term strategic asset allocation is pre-determined in accordance with the terms of its prospectus, based on a defined investment strategy which is executed by the Adviser. The CODM allocates resources and assesses performance based on the operating results of the Fund, which is consistent with the results presented in the Fund's Schedule of Investments, Statements of Changes in Net Assets and Financial Highlights.
New accounting pronouncement - In December 2023, the FASB issued Accounting Standards Update 2023-09 ("ASU 2023-09"), Income Taxes ("Topic 740") Improvements to Income Tax Disclosures, which amends quantitative and qualitative income tax disclosure requirements in order to increase disclosure consistency, bifurcate income tax information by jurisdiction and remove information that is no longer beneficial. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and early adoption is permitted. Fund Management does not believe there will be any impact on the Fund's 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 day the NYSE is open for business. The Fund generally values its listed securities on the basis of the security's last sale price on the security's primary exchange, if available, otherwise at the exchange's most recently quoted mean price. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. Option contracts are valued at the closing price on the exchanges on which they are primarily traded; if no closing price is available at the time
9
| ADLER VALUE FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
of valuation, the option will be valued at the mean of the closing bid and ask prices for that day. Investments representing shares of money market funds and other open-end investment companies not traded on an exchange are valued at their net asset value ("NAV") as reported by such companies. When using a quoted price and when the market is considered active, the security will be classified as Level 1 within the fair value hierarchy (see next page). 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 of the Trust (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 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 Fund's investments based on the inputs used to value the investments as of November 30, 2025:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Common Stocks | $ | 3,716,729 | $ | - | $ | - | $ | 3,716,729 | ||||||||
| Right | - | - | 6,890 | 6,890 | ||||||||||||
| Purchased Option Contracts | 9,138 | 22,172 | - | 31,310 | ||||||||||||
| Money Market Funds | 513,556 | - | - | 513,556 | ||||||||||||
| Total | $ | 4,239,423 | $ | 22,172 | $ | 6,890 | $ | 4,268,485 | ||||||||
10
| ADLER VALUE FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
Refer to the Fund's Schedule of Investments for a listing of the common stocks by sector and industry type.
The following is a reconciliation of Level 3 instruments held in the Fund for which significant unobservable inputs were used to determine fair value for the six months ended November 30, 2025:
| Net changes | ||||||||||||||||||||
| in unrealized | Value as of | |||||||||||||||||||
| Investments in | Value as of | appreciation | November 30, | |||||||||||||||||
| Securities | May, 31, 2025 | Purchases | Sales | (depreciation) | 2025 | |||||||||||||||
| Right | $ | - | $ | - | $ | - | $ | 6,890 | $ | 6,890 | ||||||||||
| Total | $ | - | $ | - | $ | - | $ | 6,890 | $ | 6,890 | ||||||||||
The total change in unrealized appreciation (depreciation) included in the Fund attributable to Level 3 investments still held as of November 30, 2025, was $6,890.
The following table summarizes the valuation techniques used and unobservable inputs developed by the Valuation Designee in conformity with guidelines adopted by and subject to review by the Board to determine the fair value of the Level 3 instruments:
| Impact to | ||||||||||||
| Fair Value as of | Valuation from | |||||||||||
| Investments in | November 30, | Valuation | Unobservable | an Increase in | ||||||||
| Securities | 2025 | Technique | Input | Value/Range | Input* | |||||||
| Right | $ | 6,890 | Adjusted trade price | Discount Factor | 100% | N/A | ||||||
| * | This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. |
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. Non-cash dividends included in dividend income, if any, are recorded at the fair value of the security received. Interest income is accrued as earned. Withholding taxes on foreign dividends, if any, have been recorded in accordance with the Fund's understanding of the applicable country's tax rules and rates.
Investment transactions - Investment transactions are accounted for on the trade date. Realized gains and losses on investments sold are determined on a specific identification basis.
11
| ADLER VALUE FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
Common expenses - Common expenses of the Trust are allocated among the Fund and the other series of the Trust based on the relative net assets of each series, the number of series in the Trust, or the nature of the services performed and the relative applicability to each series.
Distributions to shareholders - Distributions to shareholders arising from net investment income and realized capital gains, if any, are declared and paid annually to shareholders. 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.
For the periods ended November 30, 2025 and May 31, 2025, the tax character of distributions paid to shareholders was as follows:
| Periods | Ordinary | Long-Term | Total | |||||||||
| Ended | Income | Capital Gains | Distributions | |||||||||
| 11/30/2025 | $ | - | $ | - | $ | - | ||||||
| 5/31/2025 | $ | 54,003 | $ | - | $ | 54,003 | ||||||
Purchased option contracts - The Fund may use option contracts in any manner consistent with its investment objectives and as long as its use is consistent with relevant provisions of the Investment Company Act of 1940 (the "1940 Act"), as amended. The Fund may use options for speculative purposes as well as for the purpose of seeking to reduce the overall investment risk that would otherwise be associated with the securities in which the Fund invests. When the Fund purchases a call or put option, an amount equal to the total premium (the premium plus the commission) paid by the Fund is recorded as an asset on the Fund's Statement of Assets and Liabilities and is subsequently marked-to-market daily. Premiums paid in the purchase of options which expire are treated as realized losses. Premiums paid in the purchase of call options which are exercised increase the cost of the security purchased. Premiums paid in the purchase of put options which are exercised decrease the proceeds used to calculate the realized capital gain or loss on the sale of the security.
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 increase (decrease) in net assets from operations 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.
12
| ADLER VALUE FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Fund's intention to declare as dividends in each calendar year amounts equal to at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the 12 months ended October 31) plus undistributed amounts from prior years.
The following information is computed on a tax basis for each item as of May 31, 2025:
| Tax cost of investments | $ | 3,072,921 | ||
| Gross unrealized appreciation | $ | 1,150,449 | ||
| Gross unrealized depreciation | (312,980 | ) | ||
| Net unrealized appreciation | 837,469 | |||
| Undistributed ordinary income | 39,856 | |||
| Accumulated capital and other losses | (81,669 | ) | ||
| Distributable earnings | $ | 795,656 | ||
As of May 31, 2025, the Fund had short-term capital loss carryforwards ("CLCFs") of $81,669 for federal income tax purposes. These CLCFs, which do not expire, may be utilized in the current and future years to offset net realized capital gains, if any.
The federal tax cost, unrealized appreciation (depreciation) as of November 30, 2025 is as follows:
| Tax cost of investments | $ | 3,067,065 | ||
| Gross unrealized appreciation | 1,468,183 | |||
| Gross unrealized depreciation | (266,763 | ) | ||
| Net unrealized appreciation | $ | 1,201,420 | ||
The difference between the federal income tax cost of investments and the financial statement cost of 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 due to the tax deferral of losses on wash sales.
The Fund recognizes the tax benefits or expenses of uncertain tax positions only when the position is "more likely than not" to be sustained assuming examination by tax authorities. Management has reviewed the Fund's tax positions for the current and all open tax periods (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.
The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expenses on the Statement of Operations. During the six months ended November 30, 2025, the Fund did not incur any interest or penalties.
13
| ADLER VALUE FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| 3. | Investment Transactions |
During the six months ended November 30, 2025, cost of purchases and proceeds from sales of investment securities, other than short-term investments, were $324,166 and $238,185, respectively.
| 4. | Transactions with Related Parties |
INVESTMENT ADVISORY AGREEMENT
The Fund's investments are managed by the Adviser pursuant to the terms of an Investment Advisory Agreement. Under the Investment Advisory Agreement, the Fund pays the Adviser a management fee, computed and accrued daily and paid monthly, at the annual rate of 1.00% of its average daily net assets.
Pursuant to an Expense Limitation Agreement ("ELA") between the Fund and the Adviser, the Adviser has agreed, until December 1, 2026, to reduce its management fees and reimburse other expenses to limit total annual operating expenses (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividends expenses on securities sold short; costs to organize the Fund; acquired fund fees and expenses; and 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 1.25% of the Fund's average daily net assets of the Institutional Class shares. Accordingly, during the six months ended November 30, 2025, the Adviser did not collect any of its management fees in the amount of $20,826 and reimbursed other operating expenses totaling $81,743.
Under the terms of the ELA, management fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of 36 months after such fees and expenses were incurred, provided that the repayments do not cause the Fund's total annual operating expenses to exceed the lesser of: (i) the 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, 2025, the Adviser may seek recoupment of management fee reductions and expense reimbursements no later than the dates as stated below:
| May 31, 2026 | $ | 91,541 | ||
| May 31, 2027 | 190,955 | |||
| May 31, 2028 | 199,516 | |||
| November 30, 2028 | 102,569 | |||
| Total | $ | 584,581 | ||
OTHER SERVICE PROVIDERS
Ultimus Fund Solutions, LLC ("Ultimus") provides administration, fund accounting, 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 certain costs related to the pricing of the Fund's portfolio securities.
14
| ADLER VALUE FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
Under the terms of a Consulting Agreement with the Trust, Northern Lights Compliance Services, LLC ("NLCS") provides a Chief Compliance Officer and an Anti-Money Laundering Officer to the Trust, as well as related compliance services. Under the terms of the agreement, NLCS receives fees from the Fund. NLCS is a wholly-owned subsidiary of Ultimus.
Under the terms of a Distribution Agreement with the Trust, Ultimus Fund Distributors, LLC (the "Distributor") serves as principal underwriter to the Fund. The Distributor is a wholly-owned subsidiary of Ultimus. The Distributor is compensated by the Adviser (not the Fund) for acting as principal underwriter.
Certain officers of the Trust are also officers of Ultimus and are not paid by the Fund for serving in such capacities.
TRUSTEE COMPENSATION
Each member of the Board (a "Trustee") who is not an "interested person" (as defined by the 1940 Act, as amended) of the Trust ("Independent Trustee") receives an annual retainer and meeting fees, plus reimbursement for travel and other meeting-related expenses.
PRINCIPAL HOLDER OF FUND SHARES
As of November 30, 2025, the following shareholder owned of record 25% or more of the outstanding shares of the Fund:
| NAME OF RECORD OWNER | % Ownership |
| David R. Adler | 74% |
A beneficial owner of 25% or more of the Fund's outstanding shares may be considered a controlling person. That shareholder's vote could have a more significant effect on matters presented at a shareholders' meeting.
15
| ADLER VALUE FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| 5. | Derivative Transactions |
The location on the Statement of Assets and Liabilities of the derivative positions of the Fund are as follows:
| Average | ||||||||||||||||
| Monthly | ||||||||||||||||
| Notional Value | ||||||||||||||||
| During the Six | ||||||||||||||||
| Fair Value | Months Ended | |||||||||||||||
| Type of | Asset | Liability | November 30, | |||||||||||||
| Derivative | Risk | Location | Derivatives | Derivatives | 2025* | |||||||||||
| Equity call options purchased | Equity | Investments in securities at value | $ | 31,310 | $ | - | $ | 402,285 | ||||||||
| * | The average monthly notional value generally represents the Fund's derivative activity throughout the period. |
Realized and unrealized gains and losses associated with transactions in derivative instruments for the Fund during the six months ended November 30, 2025 are recorded in the following locations on the Statement of Operations:
| Change in | ||||||||||||||
| Unrealized | ||||||||||||||
| Type of | Realized | Appreciation | ||||||||||||
| Derivative | Risk | Location | Gains | Location | (Depreciation) | |||||||||
| Equity call options purchased | Equity | Net realized losses on investment transactions | $ | 7,191 | Net change in unrealized appreciation (depreciation) on investments | $ | (3,162 | ) | ||||||
| 6. | Sector Risk |
If the Fund has significant investments in the securities of issuers in industries within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss of an investment in the Fund and increase the volatility of the Fund's net asset value per share. From time to time, a particular set of circumstances may affect this sector or companies within the sector. For instance, economic or market factors, regulation or deregulation, or other developments may negatively impact all companies in a particular sector and therefore the value of the Fund's portfolio will be adversely affected. As of November 30, 2025, the Fund had 43.3% of the value of its net assets invested in securities within the Financials sector.
16
| ADLER VALUE FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| 7. | Contingencies and Commitments |
The Fund indemnifies the Trust's officers and Trustees for certain liabilities that might arise from their performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations, warranties, and general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
| 8. | Subsequent Events |
The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events.
17
| ADLER VALUE FUND |
| ADDITIONAL INFORMATION (Unaudited) |
Changes in and/or Disagreements with Accountants
There were no changes in and/or disagreements with accountants during the period covered by this report.
Proxy Disclosures
Not applicable.
Remuneration Paid to Directors, Officers and Others
Refer to the financial statements included herein.
Statement Regarding Basis for Approval of Investment Advisory Agreement
Not applicable.
18
| EVOLUTIONARY TREE INNOVATORS FUND |
| I Class Shares (INVNX) |
| A Class Shares (INVTX) |
| Semi-Annual Financial Statements |
| and Additional Information |
| November 30, 2025 |
| (Unaudited) |
| EVOLUTIONARY TREE INNOVATORS FUND |
| SCHEDULE OF INVESTMENTS |
| November 30, 2025 (Unaudited) |
| COMMON STOCKS - 98.3% | Shares | Value | ||||||
| Communications - 20.1% | ||||||||
| Digital Media - 12.0% | ||||||||
| Alphabet, Inc. - Class A | 5,825 | $ | 1,865,048 | |||||
| Meta Platforms, Inc. - Class A | 1,610 | 1,043,200 | ||||||
| 2,908,248 | ||||||||
| Entertainment - 8.1% | ||||||||
| Netflix, Inc. (a) | 10,450 | 1,124,211 | ||||||
| Roblox Corporation - Class A (a) | 8,965 | 851,944 | ||||||
| 1,976,155 | ||||||||
| Consumer Discretionary - 22.6% | ||||||||
| E-Commerce - 20.1% | ||||||||
| Amazon.com, Inc. (a) | 8,975 | 2,093,149 | ||||||
| MercadoLibre, Inc. (a) | 350 | 725,123 | ||||||
| Sea Ltd. - ADR (a) | 6,665 | 926,502 | ||||||
| Shopify, Inc. - Class A (a) | 7,245 | 1,149,347 | ||||||
| 4,894,121 | ||||||||
| Leisure & Travel Services - 2.5% | ||||||||
| Viking Holdings Ltd. (a) | 9,300 | 621,054 | ||||||
| Financials - 7.0% | ||||||||
| Financial Services - 7.0% | ||||||||
| Affirm Holdings, Inc. - Class A (a) | 8,475 | 601,301 | ||||||
| Tradeweb Markets, Inc. - Class A | 5,542 | 603,302 | ||||||
| Visa, Inc. - Class A | 1,498 | 500,991 | ||||||
| 1,705,594 | ||||||||
| Health Care - 11.4% | ||||||||
| Biotechnology - 3.8% | ||||||||
| Krystal Biotech, Inc. (a) | 4,240 | 924,320 | ||||||
| Medical Technology - 4.9% | ||||||||
| Intuitive Surgical, Inc. (a) | 829 | 475,415 | ||||||
| PROCEPT BioRobotics Corporation (a) | 22,651 | 717,584 | ||||||
| 1,192,999 | ||||||||
| Pharmaceuticals - 2.7% | ||||||||
| Ascendis Pharma A/S - ADR (a) | 3,128 | 664,168 | ||||||
1
| EVOLUTIONARY TREE INNOVATORS FUND |
| SCHEDULE OF INVESTMENTS (Continued) |
| COMMON STOCKS - 98.3% (Continued) | Shares | Value | ||||||
| Industrials - 8.0% | ||||||||
| Defense IT & Services - 8.0% | ||||||||
| Axon Enterprise, Inc. (a) | 1,762 | $ | 951,727 | |||||
| CACI International, Inc. - Class A (a) | 1,605 | 990,445 | ||||||
| 1,942,172 | ||||||||
| Technology - 29.2% | ||||||||
| Application Software - 12.5% | ||||||||
| Atlassian Corporation - Class A (a) | 4,775 | 713,958 | ||||||
| Cellebrite DI Ltd. (a) | 26,600 | 448,476 | ||||||
| ServiceNow, Inc. (a) | 1,477 | 1,199,930 | ||||||
| Synopsys, Inc. (a) | 1,630 | 681,356 | ||||||
| 3,043,720 | ||||||||
| Infrastructure Software - 9.7% | ||||||||
| Microsoft Corporation | 4,790 | 2,356,728 | ||||||
| IT Security - 7.0% | ||||||||
| CyberArk Software Ltd. (a) | 1,480 | 678,713 | ||||||
| Rubrik, Inc. - Class A (a) | 8,635 | 598,578 | ||||||
| Zscaler, Inc. (a) | 1,695 | 426,293 | ||||||
| 1,703,584 | ||||||||
| Total Common Stocks (Cost $17,050,993) | $ | 23,932,863 | ||||||
2
| EVOLUTIONARY TREE INNOVATORS FUND |
| SCHEDULE OF INVESTMENTS (Continued) |
| MONEY MARKET FUNDS - 1.6% | Shares | Value | ||||||
| First American Treasury Obligations Fund - Class X, 3.91% (b) (Cost $390,756) | 390,756 | $ | 390,756 | |||||
| Investments at Value - 99.9% (Cost $17,441,749) | $ | 24,323,619 | ||||||
| Other Assets in Excess of Liabilities - 0.1% | 35,181 | |||||||
| Net Assets - 100.0% | $ | 24,358,800 | ||||||
| A/S - Aktieselskab | ||
| ADR - American Depositary Receipt |
(a) Non-income producing security.
(b) The rate shown is the 7-day effective yield as of November 30, 2025.
See accompanying notes to financial statements.
3
| EVOLUTIONARY TREE INNOVATORS FUND |
| STATEMENT OF ASSETS AND LIABILITIES |
| November 30, 2025 (Unaudited) |
| ASSETS | ||||
| Investments in securities: | ||||
| At cost | $ | 17,441,749 | ||
| At value (Note 2) | $ | 24,323,619 | ||
| Receivable for capital shares sold | 6,475 | |||
| Receivable from Adviser (Note 4) | 6,477 | |||
| Dividends receivable | 6,988 | |||
| Other assets | 33,353 | |||
| Total assets | 24,376,912 | |||
| LIABILITIES | ||||
| Payable to administrator (Note 4) | 10,773 | |||
| Accrued distribution fees (Note 4) | 1,316 | |||
| Other accrued expenses | 6,023 | |||
| Total liabilities | 18,112 | |||
| CONTINGENCIES AND COMMITMENTS (NOTE 6) | - | |||
| NET ASSETS | $ | 24,358,800 | ||
| NET ASSETS CONSIST OF: | ||||
| Paid-in capital | $ | 25,600,998 | ||
| Accumulated deficit | (1,242,198 | ) | ||
| NET ASSETS | $ | 24,358,800 | ||
| NET ASSET VALUE PER SHARE: | ||||
| I CLASS SHARES | ||||
| Net assets applicable to I Class Shares | $ | 21,229,888 | ||
| I Class Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value) | 970,073 | |||
| Net asset value, offering price and redemption price per share (Note 2) | $ | 21.88 | ||
| A CLASS SHARES | ||||
| Net assets applicable to A Class Shares | $ | 3,128,912 | ||
| A Class Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value) | 144,357 | |||
| Net asset value and redemption price per share (Note 2) | $ | 21.67 | ||
| Maximum sales charge | ||||
| Maximum offering price per share (Note 2) | $ | 22.99 |
See accompanying notes to financial statements.
4
| EVOLUTIONARY TREE INNOVATORS FUND |
| STATEMENT OF OPERATIONS |
| For the Six Months Ended November 30, 2025 (Unaudited) |
| INVESTMENT INCOME | ||||
| Dividends | $ | 27,493 | ||
| Foreign withholding tax on dividends | (112 | ) | ||
| Total investment income | $ | 27,381 | ||
| EXPENSES | ||||
| Management fees (Note 4) | 100,599 | |||
| Registration and filing fees - I Class Shares | 13,819 | |||
| Registration and filing fees - A Class Shares | 10,791 | |||
| Fund accounting fees (Note 4) | 22,679 | |||
| Administration fees (Note 4) | 21,834 | |||
| Transfer agent fees - I Class Shares (Note 4) | 9,525 | |||
| Transfer agent fees - A Class Shares (Note 4) | 7,144 | |||
| Legal fees | 12,827 | |||
| Trustees fees and expenses (Note 4) | 11,058 | |||
| Audit and tax services fees | 9,470 | |||
| Compliance fees (Note 4) | 6,000 | |||
| Shareholder reporting expenses | 5,101 | |||
| Postage and supplies | 3,915 | |||
| Distribution fees - A Class Shares (Note 4) | 3,769 | |||
| Custodian and bank service fees | 3,672 | |||
| Insurance expense | 1,406 | |||
| Other expenses | 9,569 | |||
| Total expenses | 253,178 | |||
| Less fee reductions by the Adviser (Note 4) | (127,432 | ) | ||
| Net expenses | 125,746 | |||
| NET INVESTMENT LOSS | (98,365 | ) | ||
| REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS | ||||
| Net realized gains on investment transactions | 1,653,025 | |||
| Net change in unrealized appreciation (depreciation) on investments | (1,392,622 | ) | ||
| NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS | 260,403 | |||
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 162,038 |
See accompanying notes to financial statements.
5
| EVOLUTIONARY TREE INNOVATORS FUND |
| STATEMENTS OF CHANGES IN NET ASSETS |
| Six Months Ended | ||||||||
| November 30, | Year Ended | |||||||
| 2025 | May 31, | |||||||
| (Unaudited) | 2025 | |||||||
| FROM OPERATIONS | ||||||||
| Net investment loss | $ | (98,365 | ) | $ | (236,954 | ) | ||
| Net realized gains from investment transactions | 1,653,025 | 4,504,937 | ||||||
| Net change in unrealized appreciation (depreciation) on investments | (1,392,622 | ) | 2,156,692 | |||||
| Net increase in net assets resulting from operations | 162,038 | 6,424,675 | ||||||
| CAPITAL SHARE TRANSACTIONS | ||||||||
| I Class Shares | ||||||||
| Proceeds from shares sold | 616,869 | 2,294,360 | ||||||
| Payments for shares redeemed | (967,434 | ) | (11,277,957 | ) | ||||
| Net decrease in I Class Shares net assets from capital share transactions | (350,565 | ) | (8,983,597 | ) | ||||
| A Class Shares | ||||||||
| Proceeds from shares sold | 743,810 | 923,094 | ||||||
| Payments for shares redeemed | (463,446 | ) | (1,958,013 | ) | ||||
| Net increase (decrease) in A Class Shares net assets from capital share transactions | 280,364 | (1,034,919 | ) | |||||
| TOTAL INCREASE (DECREASE) IN NET ASSETS | 91,837 | (3,593,841 | ) | |||||
| NET ASSETS | ||||||||
| Beginning of period | 24,266,963 | 27,860,804 | ||||||
| End of period | $ | 24,358,800 | $ | 24,266,963 | ||||
| CAPITAL SHARES ACTIVITY | ||||||||
| I Class Shares | ||||||||
| Shares sold | 27,386 | 111,874 | ||||||
| Shares redeemed | (42,893 | ) | (533,069 | ) | ||||
| Net decrease in shares outstanding | (15,507 | ) | (421,195 | ) | ||||
| Shares outstanding, beginning of period | 985,580 | 1,406,775 | ||||||
| Shares outstanding, end of period | 970,073 | 985,580 | ||||||
| A Class Shares | ||||||||
| Shares sold | 33,440 | 47,086 | ||||||
| Shares redeemed | (20,816 | ) | (94,193 | ) | ||||
| Net increase (decrease) in shares outstanding | 12,624 | (47,107 | ) | |||||
| Shares outstanding, beginning of period | 131,733 | 178,840 | ||||||
| Shares outstanding, end of period | 144,357 | 131,733 | ||||||
See accompanying notes to financial statements.
6
| EVOLUTIONARY TREE INNOVATORS FUND |
| I CLASS SHARES |
| FINANCIAL HIGHLIGHTS |
| Per Share Data for a Share Outstanding Throughout Each Period |
| Six Months | ||||||||||||||||||||||||
| Ended | ||||||||||||||||||||||||
| November 30, | Year Ended | Year Ended | Year Ended | Year Ended | Period Ended | |||||||||||||||||||
| 2025 | May 31, | May 31, | May 31, | May 31, | May 31, | |||||||||||||||||||
| (Unaudited) | 2025 | 2024 | 2023 | 2022 | 2021 (a) | |||||||||||||||||||
| Net asset value at beginning of period | $ | 21.74 | $ | 17.58 | $ | 14.83 | $ | 13.32 | $ | 25.46 | $ | 20.00 | ||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||||||
| Net investment loss (b) | (0.09 | ) | (0.15 | ) | (0.12 | ) | (0.09 | ) | (0.24 | ) | (0.18 | ) | ||||||||||||
| Net realized and unrealized gains (losses) on investments | 0.23 | 4.31 | 2.87 | 1.60 | (11.18 | ) | 5.64 | |||||||||||||||||
| Total from investment operations | 0.14 | 4.16 | 2.75 | 1.51 | (11.42 | ) | 5.46 | |||||||||||||||||
| Less distributions from: | ||||||||||||||||||||||||
| Net realized gains | - | - | - | - | (0.72 | ) | - | |||||||||||||||||
| Net asset value at end of period | $ | 21.88 | $ | 21.74 | $ | 17.58 | $ | 14.83 | $ | 13.32 | $ | 25.46 | ||||||||||||
| Total return (c) | 0.64 | % (d) | 23.66 | % | 18.54 | % | 11.34 | % | (46.09 | %) | 27.30 | % (d) | ||||||||||||
| Net assets at end of period (000s) | $ | 21,230 | $ | 21,427 | $ | 24,735 | $ | 19,711 | $ | 11,472 | $ | 27,923 | ||||||||||||
| Ratios/supplementary data: | ||||||||||||||||||||||||
| Ratio of total expenses to average net assets | 1.87 | % (e) | 1.66 | % | 1.77 | % | 2.08 | % | 1.59 | % | 1.65 | % (e) | ||||||||||||
| Ratio of net expenses to average net assets (f) | 0.97 | % (e) | 0.97 | % (g) | 0.97 | % | 0.97 | % | 1.00 | %(g) | 0.97 | % (e) | ||||||||||||
| Ratio of net investment loss to average net assets (f) | (0.75 | %) (e) | (0.75 | %) | (0.73 | %) | (0.66 | %) | (0.99 | %) | (0.97 | %) (e) | ||||||||||||
| Portfolio turnover rate | 29 | % (d) | 38 | % | 57 | % | 84 | % | 169 | % | 33 | % (d) | ||||||||||||
| (a) | Represents the period from the commencement of operations (September 9, 2020) through May 31, 2021. |
| (b) | Per share net investment loss has been determined on the basis of average number of shares outstanding during the period. |
| (c) | Total return is a measure of the change in value of an investment in the Fund over the period 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 return would be lower if the Adviser had not reduced fees and/ or reimbursed expenses (Note 4). |
| (d) | Not annualized. |
| (e) | Annualized. |
| (f) | Ratio was determined after management fee reductions and/or expense reimbursements (Note 4). |
| (g) | Includes 0.00%(h) and 0.03% of borrowing costs for fiscal years ended May 31, 2025 and May 31, 2022, respectively (Note 5). |
| (h) | Rounds to less than 0.01%. |
See accompanying notes to financial statements.
7
| EVOLUTIONARY TREE INNOVATORS FUND |
| A CLASS SHARES |
| FINANCIAL HIGHLIGHTS |
| Per Share Data for a Share Outstanding Throughout Each Period |
| Six Months | ||||||||||||||||||||
| Ended | ||||||||||||||||||||
| November 30, | Year Ended | Year Ended | Year Ended | Period Ended | ||||||||||||||||
| 2025 | May 31, | May 31, | May 31, | May 31, | ||||||||||||||||
| (Unaudited) | 2025 | 2024 | 2023 | 2022 (a) | ||||||||||||||||
| Net asset value at beginning of period | $ | 21.56 | $ | 17.48 | $ | 14.78 | $ | 13.31 | $ | 18.27 | ||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||
| Net investment loss (b) | (0.11 | ) | (0.20 | ) | (0.16 | ) | (0.12 | ) | (0.05 | ) | ||||||||||
| Net realized and unrealized gains (losses) on investments | 0.22 | 4.28 | 2.86 | 1.59 | (4.91 | ) | ||||||||||||||
| Total from investment operations | 0.11 | 4.08 | 2.70 | 1.47 | (4.96 | ) | ||||||||||||||
| Net asset value at end of period | $ | 21.67 | $ | 21.56 | $ | 17.48 | $ | 14.78 | $ | 13.31 | ||||||||||
| Total return (c) | 0.51 | % (d) | 23.34 | % | 18.27 | % | 11.04 | % | (27.15 | %) (d) | ||||||||||
| Net assets at end of period (000s) | $ | 3,129 | $ | 2,840 | $ | 3,126 | $ | 2,979 | $ | 1 | ||||||||||
| Ratios/supplementary data: | ||||||||||||||||||||
| Ratio of total expenses to average net assets | 3.09 | % (e) | 2.78 | % | 2.74 | % | 4.18 | % | 3706.34 | % (e) | ||||||||||
| Ratio of net expenses to average net assets (f) | 1.22 | % (e) | 1.22 | % (g) | 1.22 | % | 1.22 | % | 1.22 | % (e) | ||||||||||
| Ratio of net investment loss to average net assets (f) | (1.00 | %) (e) | (1.00 | %) | (0.97 | %) | (0.87 | %) | (1.21 | %) (e) | ||||||||||
| Portfolio turnover rate | 29 | % (d) | 38 | % | 57 | % | 84 | % | 169 | % (h) | ||||||||||
| (a) | Represents the period from the commencement of operations (February 28, 2022) through May 31, 2022. |
| (b) | Per share net investment loss has been determined on the basis of average number of shares outstanding during the period. |
| (c) | Total return is a measure of the change in value of an investment in the Fund over the period 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 return would be lower if the Adviser had not reduced fees and/ or reimbursed expenses (Note 4) |
| (d) | Not annualized. |
| (e) | Annualized. |
| (f) | Ratio was determined after management fee reductions and/or expense reimbursements (Note 4). |
| (g) | Includes 0.00%(i) of borrowing costs (Note 5). |
| (h) | Portfolio turnover rate for the period ended May 31, 2022 is calculated at the Fund level. |
| (i) | Rounds to less than 0.01%. |
See accompanying notes to financial statements.
8
| EVOLUTIONARY TREE INNOVATORS FUND |
| NOTES TO FINANCIAL STATEMENTS |
| November 30, 2025 (Unaudited) |
| 1. | Organization |
Evolutionary Tree Innovators Fund (the Fund) is a non-diversified series of Ultimus Managers Trust (the Trust). The Trust is an open-end management 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 growth of capital.
The Fund currently offers two classes of shares: I Class Shares (sold without any sales loads and distribution and/or service fees and requiring a $50,000 initial investment) and A Class Shares (sold subject to an initial maximum front-end sales load of 5.75% and a distribution (12b-1) fee of up to 0.25% of the average daily net assets attributable to A Class Shares, requiring a $ 1,000 initial investment and for purchases of $1,000,000 or more, a front end sales load is not charged but a 1% contingent deferred sales charge (CDSC) may be charged if redeemed during the first 18 months) (each a Class). Each share class represents an ownership interest in the same investment portfolio.
| 2. | Significant Accounting Policies |
The Fund follows accounting and reporting guidance under Fund Accounting Standards Board (FASB) Codification Topic 946, Financial Services - Investment Companies. The following is a summary of the Funds significant accounting policies used in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (GAAP).
Segment reporting - Evolutionary Tree Capital Management, LLC, the Funds investment adviser, (the Adviser) acts as the Funds chief operating decision maker (CODM). The CODM has determined that the Fund has a single operating segment as the CODM monitors the operating results of the Fund as a whole and the Funds long-term strategic asset allocation is pre-determined in accordance with the terms of its prospectus, based on a defined investment strategy which is executed by the Adviser. The CODM allocates resources and assesses performance based on the operating results of the Fund, which is consistent with the results presented in the Funds Schedule of Investments, Statements of Changes in Net Assets and Financial Highlights.
New Accounting Pronouncement - In December 2023, the FASB issued Accounting Standards Update 2023-09 (ASU 2023-09), Income Taxes (Topic 740) Improvements to Income Tax Disclosures, which amends quantitative and qualitative income tax disclosure requirements in order to increase disclosure consistency, bifurcate income tax information by jurisdiction and remove information that is no longer beneficial. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and early adoption is permitted. Fund Management is evaluating the impacts of these changes on the Funds financial statements.
9
| EVOLUTIONARY TREE INNOVATORS FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
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 securitys last sale price on the securitys primary exchange, if available, otherwise at the exchanges most recently quoted mean price. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. Investments representing shares of other open-end investment companies, other than exchange-traded funds, if any, but including money market funds, are valued at their net asset value (NAV) as reported by such companies. When using a quoted price and when the market for the security is considered active, the security will be classified as Level 1 within the fair value hierarchy (see below). In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value as determined by the Adviser, as the Funds valuation designee, in accordance with procedures adopted by the Board of Trustees (the Board) pursuant to Rule 2a-5 under the Investment Company Act of 1940, as amended (the 1940 Act). 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 Funds NAV may differ from quoted or published prices for the same securities.
GAAP establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements.
Various inputs are used in determining the value of the Funds investments. These inputs are summarized in the three broad levels listed below:
| ● | Level 1 - quoted prices in active markets for identical securities |
| ● | Level 2 - other significant observable inputs |
| ● | Level 3 - significant unobservable inputs |
The inputs or methods used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.
10
| EVOLUTIONARY TREE INNOVATORS FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
The following is a summary of the Funds investments based on the inputs used to value the investments as of November 30, 2025, by security type:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Common Stocks | $ | 23,932,863 | $ | - | $ | - | $ | 23,932,863 | ||||||||
| Money Market Funds | 390,756 | - | - | 390,756 | ||||||||||||
| Total | $ | 24,323,619 | $ | - | $ | - | $ | 24,323,619 | ||||||||
Refer to the Funds Schedule of Investments for a listing of the common stocks by sector and industry type. 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) as of or during the six months ended November 30, 2025.
Share valuation - The NAV per share of each class of shares 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 I Class Shares is equal to the NAV per share. The maximum offering price per share of A Class Shares of the Fund is equal to the NAV per shares plus a sales load equal to 5.75% as a percentage of offering price. A Class Shares purchases of $1,000,000 or more, a front end sales load is not charged, but a CDSC of 1% may be charged if shares are redeemed during the first 18 months of purchase.
Investment income - Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the security received. Interest income is accrued as earned. Withholding taxes on foreign dividends have been recorded in accordance with the Funds understanding of the applicable countrys tax rules and rates.
Investment transactions - Investment transactions are accounted for on the trade date. Realized gains and losses on investments sold are determined on a specific identification basis.
Allocation between classes - Investment income earned, realized capital gains and losses, and unrealized appreciation and depreciation are allocated daily to each class of a Fund based upon its proportionate share of total net assets of that Fund. Class-specific 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 a Fund based upon its proportionate share of total net assets of that Fund. Distribution fees, registration and filing fees and transfer agent fees are class specific expenses.
Common expenses - Common expenses of the Trust are allocated among the Fund and the other series of the Trust based on the relative net assets of each series, the number of series in the Trust, or the nature of the services performed and the relative applicability to each series.
11
| EVOLUTIONARY TREE INNOVATORS FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
Distributions to shareholders - The Fund distributes to shareholders any net investment income dividends and net realized capital gains on an annual basis. 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. There were no distributions paid to shareholders by the Fund during the periods ended November 30, 2025 and May 31, 2025.
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 increase (decrease) in net assets from operations 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 Funds intention to declare as dividends in each calendar year amounts equal to 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, if any.
The following information is computed on a tax basis for each item as of May 31, 2025:
| Cost of investments | $ | 16,680,510 | ||
| Gross unrealized appreciation | 8,255,990 | |||
| Gross unrealized depreciation | (652,799 | ) | ||
| Net unrealized appreciation | 7,603,191 | |||
| Accumulated capital and other losses | (9,007,427 | ) | ||
| Accumulated deficit | $ | (1,404,236 | ) | |
Net qualified late year losses, incurred after December 31, 2024, and within the current taxable year are deemed to arise on the first day of the Funds next taxable year. For the year ended May 31, 2025, the Fund deferred $99,356 of qualified late year losses to June 1, 2025.
As of May 31, 2025, the Fund had short-term and long-term capital loss carryforwards (CLCFs) of $8,113,253 and $794,818, respectively, for federal income tax purposes. These CLCFs, which do not expire, may be utilized in the current and future years to offset net realized capital gains, if any.
12
| EVOLUTIONARY TREE INNOVATORS FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
The federal tax cost and unrealized appreciation (depreciation) as of November 30, 2025 is as follows:
| Tax cost of investments | $ | 17,984,625 | ||
| Gross unrealized appreciation | 7,386,321 | |||
| Gross unrealized depreciation | (1,047,327 | ) | ||
| Net unrealized appreciation | $ | 6,338,994 | ||
The difference between the federal income tax cost of investments and the financial statement cost of 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.
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 Funds tax positions for the current and 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.
The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the Statement of Operations. During the six months ended November 30, 2025, the Fund did not incur any interest or penalties.
| 3. | Investment Transactions |
During the six months ended November 30, 2025, the cost of purchases and proceeds from sales of investment securities, other than short-term investments, amounted to $7,576,449 and $7,028,745, respectively.
| 4. | Transactions with Related Parties |
INVESTMENT ADVISORY AGREEMENT
The Funds investments are managed by the Adviser pursuant to the terms of an Investment Advisory Agreement. The Fund pays the Adviser a management fee, computed and accrued daily and paid monthly, at the annual rate of 0.80% of average daily net assets.
Pursuant to an Expense Limitation Agreement (ELA) between the Fund and the Adviser, the Adviser has agreed contractually, until October 31, 2026, to reduce its management fees and reimburse other expenses to the extent necessary to limit total annual fund operating expenses (exclusive of brokerage costs, taxes, interest, borrowing costs such as interest and dividend expenses on securities sold short, costs to organize the Fund, acquired fund fees and expenses, extraordinary expenses such as litigation and merger or
13
| EVOLUTIONARY TREE INNOVATORS FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
reorganization costs and other expenses not incurred in the ordinary course of the Funds business) to an amount not to exceed 0.97% of average daily net assets attributable to I Class Shares and 1.22% of average daily net assets attributable to A Class Shares. Accordingly, during the six months ended November 30, 2025, the Adviser did not collect any of its management fees in the amount of $100,599 and reimbursed other expenses in the amount of $26,833.
Under the terms of the ELA, management fee reductions and/or expense reimbursements by the Adviser are subject to repayment by the Fund for a period of 36 months after such date that fees and expenses were incurred, provided that the repayments do not cause total annual fund operating expenses to exceed: (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. Prior to October 31, 2026, this agreement may not be modified or terminated without the approval of the Funds Board of Trustees. This agreement will terminate automatically if the Funds investment advisory agreement with the Adviser is terminated. As of November 30, 2025, the Adviser may seek repayment of management fee reductions no later than the dates as stated below:
| May 31, 2026 | $ | 122,011 | ||
| May 31, 2027 | 233,799 | |||
| May 31, 2028 | 236,760 | |||
| November 30, 2028 | 127,432 | |||
| Total | $ | 720,002 | ||
OTHER SERVICE PROVIDERS
Ultimus Fund Solutions, LLC (Ultimus) provides administration, fund accounting 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 certain costs related to the pricing of 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 Fund. The Distributor is a wholly-owned subsidiary of Ultimus. The Distributor is compensated by the Adviser (not the Fund) for acting as principal underwriter. As of November 30, 2025, the Distributor did not collect any fees related to CDSC fees on redemptions of A Class Shares.
Under the terms of a Consulting Agreement with the Trust, Northern Lights Compliance Services, LLC (NLCS) provides an Anti-Money Laundering Officer and Chief Compliance Officer to the Trust, as well as related compliance services. Under the terms of the agreement, NLCS receives fees from the Funds. NLCS is a wholly-owned subsidiary of Ultimus.
14
| EVOLUTIONARY TREE INNOVATORS FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
Certain officers of the Trust are also officers of Ultimus and are not paid by the Fund for serving in such capacities.
DISTRIBUTION PLAN
The Fund has adopted a plan of distribution (the Plan) pursuant to Rule 12b-1 under the 1940 Act, which permits A Class Shares of the Fund to directly incur or reimburse the Funds principal underwriter for certain expenses related to the distribution of its shares. The annual limitation for payment of expenses pursuant to the Plan is 0.25% of the Funds average daily net assets allocable to A Class Shares. The Fund has not adopted a plan of distribution with respect to the I Class Shares. During the six months ended November 30, 2025, the A Class Shares incurred $3,769 of distribution fees under the Plan.
TRUSTEE COMPENSATION
Each member of the Board (a Trustee) who is not an interested person (as defined by the 1940 Act, as amended) of the Trust (Independent Trustee) receives an annual retainer and meetings fees, plus reimbursement for travel and other meeting-related expenses.
PRINCIPAL HOLDER OF FUND SHARES
As of November 30, 2025, the following shareholder owned of record more than 25% of the outstanding shares of the Fund:
| NAME OF RECORD OWNERS | % Ownership |
| Chartles Schwab & Company (for the benefit of its customers) | 92% |
A beneficial owner of 25% or more of the Funds outstanding shares may be considered a controlling person. That shareholders 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. During the six months ended November 30, 2025, the Fund did not incur any borrowing costs.
| 6. | Contingencies and Commitments |
The Fund indemnifies the Trusts 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 Funds maximum exposure
15
| EVOLUTIONARY TREE INNOVATORS FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
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. | Non-Diversification Risk |
The Fund is a non-diversified fund. As a result, the Funds holdings may be more concentrated in a limited number of securities and the value of its shares may be more sensitive than a diversified fund to any single economic, business, political, or regulatory occurrence.
| 8. | Sector Risk |
If a Fund has significant investments in the securities of issuers within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss in the Fund and increase the volatility of the Funds NAV per share. Occasionally, market conditions, regulatory changes or other developments may negatively impact a particular sector. As of November 30, 2025, the Fund had 29.2% of the value of its net assets invested in stocks within the Technology sector.
| 9. | Subsequent Events |
The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events.
16
| EVOLUTIONARY TREE INNOVATORS FUND |
| ADDITIONAL INFORMATION (Unaudited) |
Changes in and/or Disagreements with Accountants
There were no changes in and/or disagreements with accountants during the period covered by this report.
Proxy Disclosures
Not applicable.
Remuneration Paid to Directors, Officers and Others
Refer to the financial statements included herein.
Statement Regarding Basis for Approval of Investment Advisory Agreement
The Board of Trustees (the Board), including the Independent Trustees voting separately, has reviewed and approved the continuance of the Evolutionary Tree Innovators Funds (the Fund) Investment Advisory Agreement with Evolutionary Tree Capital Management, LLC (the Adviser or Evolutionary Tree) for an additional one-year term (the Advisory Agreement). The Board approved the continuance of the Advisory Agreement at a meeting held on July 21-22, 2025, at which all of the Trustees were present (the Meeting).
Prior to the Meeting, the Adviser provided a response to a letter sent by the counsel to the Independent Trustees, on their behalf, requesting various information relevant to the Independent Trustees consideration of the renewal of the Advisory Agreement with respect to the Fund. In approving the continuance of the Advisory Agreement, the Independent Trustees considered all information they deemed reasonably necessary to evaluate the terms of the Agreement. The principal areas of review by the Independent Trustees were (1) the nature, extent and quality of the services provided by the Adviser, (2) the investment performance of the Fund, (3) the costs of the services provided and profits realized by the Adviser from the Advisers relationship with the Fund, (4) the financial condition of the Adviser, (5) the fall out benefits derived by the Adviser and its affiliates from its relationship with the Fund and (6) the extent to which economies of scale would be realized as the Fund grows and whether advisory fee levels reflect those economies of scale for the benefit of the Funds shareholders. The Independent Trustees evaluation of the quality of the Advisers services also took into consideration their knowledge gained through presentations and reports from the Adviser over the course of the preceding year. The Independent Trustees analysis of these factors is set forth below.
Nature, Extent and Quality of Services
The Board evaluated the level and depth of knowledge of Evolutionary Tree, including the professional experience and qualifications of senior personnel. In evaluating the quality of services provided by Evolutionary Tree, the Board took into account its familiarity with Evolutionary Trees management through Board meetings, discussions and reports during the preceding year. The Board also took into account Evolutionary Trees compliance policies and procedures based on discussion with Evolutionary Tree and the CCO. The quality of administrative and other services, including Evolutionary Trees role in coordinating the activities of the Funds other service providers, was also
17
| EVOLUTIONARY TREE INNOVATORS FUND |
| ADDITIONAL INFORMATION (Unaudited) (Continued) |
considered. They also noted that Evolutionary Tree had no affiliated entities. The Board discussed the nature and extent of the services provided by Evolutionary Tree including, without limitation, Evolutionary Trees provision of a continuous investment program for the Fund. The Board considered the qualifications and experience of Evolutionary Trees portfolio management which were responsible for the day-to-day management of the Fund. The Board also considered Evolutionary Trees succession planning for the portfolio management of the Fund. The Board concluded that it was satisfied with the nature, extent and quality of services provided to the Fund by Evolutionary Tree under the Advisory Agreement.
Advisory Fees and Expenses and Comparative Accounts
The Board compared the advisory fee and total expense ratio for the Fund with various comparative data. In particular, the Board compared the Funds advisory fee and overall expense ratio to the median advisory fees and expense ratios for its custom peer group provided by Broadridge Financial Solutions, Inc. (Broadridge). In particular, the Board compared the Funds advisory fee and overall expense ratio to the median advisory fees and expense ratios for its custom peer group provided by Broadridge and fees charged to Evolutionary Trees other client accounts. In reviewing the comparison in fees and expense ratios between the Fund and comparable funds, the Board also considered the differences in types of funds being compared, the styles of investment management, the size of the Fund relative to the comparable funds, and the nature of the investment strategies. The Board also considered Evolutionary Trees commitment to limit the Funds expenses under the expense limitation agreement until at least October 31, 2026. The Board noted that the 0.80% advisory fee for the Fund was higher than the median for the other funds in its Broadridge custom peer group. The Board further noted that the overall net expense ratio for the Fund was higher than the median expense ratio for the other funds in the Funds custom peer group. The Board took into consideration Evolutionary Trees assertion that the Fund was smaller than the other funds in the peer group in terms of assets under management, which impacted the Funds advisory fee and overall net expense ratio relative to those of its peers.
Fund Performance
The Board also considered, among other data, the Funds performance results during certain periods ended April 30, 2025 and noted that the Board reviews on a quarterly basis detailed information about the Funds performance results, portfolio composition and investment strategies. The Board noted that the Fund had outperformed the peer group median for the one-year period, ranking in the second quartile, but underperformed the peer group median for the 3-year and since inception periods, ranking in the third quartile and fourth quartile, respectively. The Board also considered Evolutionary Trees response in the 15(c) request for information and at the Meeting that the Fund should be distinguished from the Broadridge peer group funds because of its investment approach.
18
| EVOLUTIONARY TREE INNOVATORS FUND |
| ADDITIONAL INFORMATION (Unaudited) (Continued) |
Economies of Scale
The Board also considered the effect of the Funds growth and size on its performance and expenses. The Board noted that Evolutionary Tree limited fees and/or reimbursed expenses for the Fund in order to reduce the Funds operating expenses to targeted levels. The Board considered the effective advisory fee under the Advisory Agreement as a percentage of assets at different asset levels and possible economies of scale that might be realized if the assets of the Fund increased. The Board noted that the advisory fee schedule for the Fund currently did not have breakpoints, and considered Evolutionary Trees assertion that adding breakpoints was not necessary at this time. The Board noted that if the Funds assets increase over time, the Fund might realize other economies of scale if assets increase proportionally more than certain other expenses.
Financial Condition of the Adviser and Adviser Profitability
Additionally, the Board took into consideration the financial condition and profitability of Evolutionary Tree and the direct and indirect benefits derived by Evolutionary Tree from the Fund. The information considered by the Board included operating profit margin information for the Fund as well as Evolutionary Trees business as a whole. The Board considered Evolutionary Trees commitment to contractually limit the Funds net operating expenses. The Board reviewed the profitability of Evolutionary Trees relationship with the Fund both before and after-tax expenses. They noted that the Fund was not profitable to Evolutionary Tree. The Board also considered whether Evolutionary Tree has the financial wherewithal to continue to provide services to the Fund, noting its ongoing commitment to provide support and resources to the Fund as needed.
Fall-Out Benefits
The Board discussed the direct and indirect benefits derived by Evolutionary Tree from its relationship with the Fund. The Board also noted that Evolutionary Tree derives benefits to its reputation and other benefits from its relationship with the Fund.
In considering the renewal of the Advisory Agreement, the Board, including the Independent Trustees, did not identify any single factor as controlling, and each Trustee may have attributed different weights to the various factors. The Trustees evaluated all information available to them. The Board concluded the following: (a) Evolutionary Tree demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (b) Evolutionary Tree maintains an appropriate compliance program; (c) the overall performance of the Fund is satisfactory relative to the performance of funds with similar investment objectives and relevant indices; and (d) the Funds advisory fees are reasonable in light of the services received by the Fund from Evolutionary Tree and the other factors considered. Based on their conclusions, the Trustees determined with respect to the Fund that continuation of the Advisory Agreement was in the best interests of the Fund and its shareholders.
19
| WAVELENGTH FUND |
| SCHEDULE OF INVESTMENTS |
| November 30, 2025 (Unaudited) |
| EXCHANGE-TRADED FUNDS - 86.6% | Shares | Value | ||||||
| Emerging Markets Debt - 17.5% | ||||||||
| iShares J.P. Morgan USD Emerging Markets Bond ETF (a) | 34,400 | $ | 3,327,512 | |||||
| VanEck Emerging Markets High Yield Bond ETF (a) | 242,418 | 4,802,300 | ||||||
| VanEck J.P. Morgan EM Local Currency Bond ETF | 250,241 | 6,406,170 | ||||||
| Vanguard Emerging Markets Government Bond ETF | 49,224 | 3,343,786 | ||||||
| 17,879,768 | ||||||||
| Master Limited Partnerships - 0.3% | ||||||||
| Global X MLP ETF (a) | 6,678 | 327,823 | ||||||
| Real Estate Investment Trusts (REITs) - 0.5% | ||||||||
| Vanguard Real Estate ETF | 5,687 | 519,451 | ||||||
| U.S. Fixed Income - 68.3% | ||||||||
| Invesco Optimum Yield Diversified Commodity Strategy No K-1 ETF (a) | 94,199 | 1,295,236 | ||||||
| Invesco Senior Loan ETF (a) | 510,701 | 10,683,865 | ||||||
| iShares Broad USD High Yield Corporate Bond ETF | 200,215 | 7,536,093 | ||||||
| iShares National Muni Bond ETF (a) | 35,096 | 3,770,363 | ||||||
| iShares Preferred & Income Securities ETF (a) | 87,968 | 2,722,610 | ||||||
| iShares TIPS Bond ETF | 57,611 | 6,409,800 | ||||||
| State Street SPDR Bloomberg Convertible Securities ETF (a) | 57,652 | 5,221,542 | ||||||
| State Street SPDR Bloomberg Short-Term High Yield Bond ETF | 411,963 | 10,488,578 | ||||||
| Vanguard Mortgage-Backed Securities ETF (a) | 245,768 | 11,627,284 | ||||||
| Vanguard Short-Term Inflation-Protected Securities ETF | 202,646 | 10,162,697 | ||||||
| 69,918,068 | ||||||||
| Total Exchange-Traded Funds (Cost $86,281,510) | $ | 88,645,110 | ||||||
1
| WAVELENGTH FUND |
| SCHEDULE OF INVESTMENTS (Continued) |
| MONEY MARKET FUNDS - 11.4% | Shares | Value | ||||||
| DWS Government Money Market Series - Institutional Class, 3.94% (b) | 2,797,389 | $ | 2,797,389 | |||||
| Fidelity Institutional Money Market Government Portfolio - Class I, 3.84% (b) | 3,338,105 | 3,338,105 | ||||||
| Goldman Sachs Financial Square Treasury Obligations Fund - Institutional Class, 3.85% (b) | 2,876,881 | 2,876,881 | ||||||
| Invesco Treasury Portfolio - Institutional Class, 3.85% (b) | 2,717,899 | 2,717,899 | ||||||
| Total Money Market Funds (Cost $11,730,274) | $ | 11,730,274 | ||||||
| COLLATERAL FOR SECURITIES LOANED - 32.1% | ||||||||
| First American Government Obligations Fund - Class X, 3.92% (Cost $32,823,844) (b)(c) | 32,823,844 | $ | 32,823,844 | |||||
| Investments at Value - 130.1% (Cost $130,835,628) | $ | 133,199,228 | ||||||
| Liabilities in Excess of Other Assets - (30.1%) | (30,821,807 | ) | ||||||
| Net Assets - 100.0% | $ | 102,377,421 | ||||||
| (a) | All or a portion of the security is on loan. The total value of the securities on loan as of November 30, 2025 was $32,040,833 (Note 6). |
| (b) | The rate shown is the 7-day effective yield as of November 30, 2025. |
| (c) | This security was purchased with cash collateral held from securities on loan (Note 6). |
See accompanying notes to financial statements.
2
| WAVELENGTH FUND |
| SCHEDULE OF FUTURES CONTRACTS |
| November 30, 2025 (Unaudited) |
| Value/Unrealized | ||||||||||||||||
| Expiration | Notional | Appreciation | ||||||||||||||
| FUTURES CONTRACTS | Contracts | Date | Value | (Depreciation) | ||||||||||||
| Commodities Futures | ||||||||||||||||
| E-Mini Gold Future | 10 | 1/28/2026 | $ | 2,127,450 | $ | 58,844 | ||||||||||
| Index Futures | ||||||||||||||||
| E-Mini Dow Jones Industrial Average Future | 2 | 12/19/2025 | 477,430 | 13,770 | ||||||||||||
| E-Mini NASDAQ 100 Future | 4 | 12/19/2025 | 2,038,560 | 37,651 | ||||||||||||
| E-Mini S&P 500 Future | 7 | 12/19/2025 | 2,400,825 | 65,122 | ||||||||||||
| MSCI Emerging Markets Future | 30 | 12/19/2025 | 2,066,400 | 1,773 | ||||||||||||
| Total Index Futures | 6,983,215 | 118,316 | ||||||||||||||
| Treasury Futures | ||||||||||||||||
| 10-Year U.S. Treasury Note Future | 81 | 3/20/2026 | 9,180,844 | (16,901 | ) | |||||||||||
| 2-Year U.S. Treasury Note Future | 66 | 3/31/2026 | 13,784,719 | (6,936 | ) | |||||||||||
| 5-Year U.S. Treasury Note Future | 121 | 3/31/2026 | 13,281,641 | (19,723 | ) | |||||||||||
| U.S. Treasury Bond Future | 39 | 3/20/2026 | 4,580,062 | (15,037 | ) | |||||||||||
| Total Treasury Futures | 40,827,266 | (58,597 | ) | |||||||||||||
| Total Futures Contracts | $ | 49,937,931 | $ | 118,563 | ||||||||||||
The average monthly notional value of futures contracts during the six months ended November 30, 2025 was $48,631,914.
See accompanying notes to financial statements.
3
| WAVELENGTH FUND |
| STATEMENT OF ASSETS AND LIABILITIES |
| November 30, 2025 (Unaudited) |
| ASSETS | ||||
| Investments in securities: | ||||
| At cost | $ | 130,835,628 | ||
| At value* (Note 2) | $ | 133,199,228 | ||
| Margin deposits for futures contracts (Note 2) | 2,283,152 | |||
| Variation margin receivable (Notes 2 and 5) | 60,569 | |||
| Receivable for capital shares sold | 687 | |||
| Dividends and interest receivable | 113,039 | |||
| Other assets | 29,170 | |||
| Total assets | 135,685,845 | |||
| LIABILITIES | ||||
| Distributions payable | 86,235 | |||
| Variation margin payable (Notes 2 and 5) | 53,995 | |||
| Payable for return of collateral received for securities on loan | 32,823,844 | |||
| Payable for capital shares redeemed | 133,749 | |||
| Payable for investment securities purchased | 125,839 | |||
| Payable to Adviser (Note 4) | 58,411 | |||
| Payable to administrator (Note 4) | 13,097 | |||
| Other accrued expenses | 13,254 | |||
| Total liabilities | 33,308,424 | |||
| CONTINGENCIES AND COMMITMENTS (NOTE 8) | - | |||
| NET ASSETS | $ | 102,377,421 | ||
| NET ASSETS CONSIST OF: | ||||
| Paid-in capital | $ | 118,666,043 | ||
| Accumulated deficit | (16,288,622 | ) | ||
| NET ASSETS | $ | 102,377,421 | ||
| Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value) | 10,072,159 | |||
| Net asset value, offering price and redemption price per share (Note 2) | $ | 10.16 | ||
| * Includes value of securities on loan (Note 6) | $ | 32,040,833 |
See accompanying notes to financial statements.
4
| WAVELENGTH FUND |
| STATEMENT OF OPERATIONS |
| For the Six Months Ended November 30, 2025 (Unaudited) |
| INVESTMENT INCOME | ||||
| Dividends | $ | 2,402,160 | ||
| Securities lending income (Note 6) | 53,310 | |||
| Interest | 3,505 | |||
| Total investment income | 2,458,975 | |||
| EXPENSES | ||||
| Management fees (Note 4) | 454,136 | |||
| Administration fees (Note 4) | 54,347 | |||
| Fund accounting fees (Note 4) | 23,844 | |||
| Registration and filing fees | 21,258 | |||
| Legal fees | 12,827 | |||
| Transfer agent fees (Note 4) | 12,310 | |||
| Networking fees | 12,275 | |||
| Trustees fees and expenses (Note 4) | 11,058 | |||
| Audit and tax services fees | 9,845 | |||
| Custody and bank service fees | 7,753 | |||
| Compliance fees (Note 4) | 6,011 | |||
| Shareholder reporting expense | 5,199 | |||
| Postage and supplies | 2,819 | |||
| Insurance expense | 1,575 | |||
| Other expenses | 5,176 | |||
| Total expenses | 640,433 | |||
| Less fee reductions by the Adviser (Note 4) | (148,424 | ) | ||
| Less fee waivers by the administrator (Note 4) | (18,750 | ) | ||
| Net expenses | 473,259 | |||
| NET INVESTMENT INCOME | 1,985,716 | |||
| REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS AND FUTURES CONTRACTS | ||||
| Net realized gains from: | ||||
| Investments | 69,905 | |||
| Futures contracts (Note 5) | 2,472,244 | |||
| Net change in unrealized appreciation (depreciation) on: | ||||
| Investments | 2,147,515 | |||
| Futures contracts (Note 5) | (51,967 | ) | ||
| NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS AND FUTURES CONTRACTS | 4,637,697 | |||
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 6,623,413 |
See accompanying notes to financial statements.
5
| WAVELENGTH FUND |
| STATEMENTS OF CHANGES IN NET ASSETS |
| Six Months | ||||||||
| Ended | Year | |||||||
| November 30, | Ended | |||||||
| 2025 | May 31, | |||||||
| (Unaudited) | 2025 | |||||||
| FROM OPERATIONS | ||||||||
| Net investment income | $ | 1,985,716 | $ | 3,056,979 | ||||
| Net realized gains from: | ||||||||
| Investments | 69,905 | 111,297 | ||||||
| Futures contracts (Note 5) | 2,472,244 | 1,210,410 | ||||||
| Net change in unrealized appreciation (depreciation) on: | ||||||||
| Investments | 2,147,515 | 550,943 | ||||||
| Futures contracts (Note 5) | (51,967 | ) | (50,967 | ) | ||||
| Net increase in net assets resulting from operations | 6,623,413 | 4,878,662 | ||||||
| DISTRIBUTIONS TO SHAREHOLDERS (Note 2) | (2,462,808 | ) | (3,069,681 | ) | ||||
| CAPITAL SHARE TRANSACTIONS | ||||||||
| Proceeds from shares sold | 41,157,628 | 29,718,815 | ||||||
| Net asset value of shares issued in reinvestment of distributions to shareholders | 1,858,174 | 2,254,265 | ||||||
| Payments for shares redeemed | (15,112,152 | ) | (32,281,645 | ) | ||||
| Net increase (decrease) in net assets from capital share transactions | 27,903,650 | (308,565 | ) | |||||
| TOTAL INCREASE IN NET ASSETS | 32,064,255 | 1,500,416 | ||||||
| NET ASSETS | ||||||||
| Beginning of period | 70,313,166 | 68,812,750 | ||||||
| End of period | $ | 102,377,421 | $ | 70,313,166 | ||||
| CAPITAL SHARE ACTIVITY | ||||||||
| Shares sold | 4,161,636 | 3,075,171 | ||||||
| Shares issued in reinvestment of distributions to shareholders | 185,869 | 234,000 | ||||||
| Shares redeemed | (1,505,896 | ) | (3,342,261 | ) | ||||
| Net increase (decrease) in shares outstanding | 2,841,609 | (33,090 | ) | |||||
| Shares outstanding at beginning of period | 7,230,550 | 7,263,640 | ||||||
| Shares outstanding at end of period | 10,072,159 | 7,230,550 | ||||||
See accompanying notes to financial statements.
6
| WAVELENGTH FUND |
| FINANCIAL HIGHLIGHTS |
| Per Share Data for a Share Outstanding Throughout Each Period |
| Six Months | ||||||||||||||||||||||||
| Ended | ||||||||||||||||||||||||
| November | Year | Year | Year | Year | Year | |||||||||||||||||||
| 30, | Ended | Ended | Ended | Ended | Ended | |||||||||||||||||||
| 2025 | May 31, | May 31, | May 31, | May 31, | May 31, | |||||||||||||||||||
| (Unaudited) | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||
| Net asset value at beginning of period | $ | 9.72 | $ | 9.47 | $ | 9.37 | $ | 9.98 | $ | 10.99 | $ | 10.35 | ||||||||||||
| Income (loss) from investment operations: | ||||||||||||||||||||||||
| Net investment income (a) | 0.19 | 0.42 | 0.45 | 0.41 | 0.19 | 0.11 | ||||||||||||||||||
| Net realized and unrealized gains (losses) on investments and futures contracts | 0.51 | 0.25 | 0.09 | (0.63 | ) | (0.88 | ) | 0.75 | ||||||||||||||||
| Total from investment operations | 0.70 | 0.67 | 0.54 | (0.22 | ) | (0.69 | ) | 0.86 | ||||||||||||||||
| Less distributions from: | ||||||||||||||||||||||||
| Net investment income | (0.26 | ) | (0.42 | ) | (0.44 | ) | (0.39 | ) | (0.16 | ) | (0.10 | ) | ||||||||||||
| Net realized gains | - | - | - | - | (0.16 | ) | (0.12 | ) | ||||||||||||||||
| Total distributions | (0.26 | ) | (0.42 | ) | (0.44 | ) | (0.39 | ) | (0.32 | ) | (0.22 | ) | ||||||||||||
| Net asset value at end of period | $ | 10.16 | $ | 9.72 | $ | 9.47 | $ | 9.37 | $ | 9.98 | $ | 10.99 | ||||||||||||
| Total return (b) | 7.24 | % (c) | 7.15 | % | 5.95 | % | (2.12 | %) (d) | (6.53 | %) | 8.39 | % | ||||||||||||
| Net assets at end of period (000s) | $ | 102,377 | $ | 70,313 | $ | 68,813 | $ | 109,587 | $ | 159,985 | $ | 155,862 | ||||||||||||
| Ratios/supplementary data: | ||||||||||||||||||||||||
| Ratio of total expenses to average net assets (e) | 1.34 | % (f) | 1.41 | % | 1.37 | % | 1.30 | % | 1.22 | % | 1.25 | % | ||||||||||||
| Ratio of net expenses to average net assets (e)(g) | 0.99 | % (f)(h) | 0.99 | % (h) | 0.99 | %(h) | 0.99 | %(i) | 0.99 | % | 0.99 | % | ||||||||||||
| Ratio of net investment income to average net assets (a)(e)(g) | 4.15 | % (f)(h) | 4.26 | % (h) | 4.68 | %(h) | 3.88 | %(i) | 1.72 | % | 1.02 | % | ||||||||||||
| Portfolio turnover rate | 14 | % (c) | 72 | % | 49 | % | 44 | % | 18 | % | 12 | % | ||||||||||||
| (a) | Recognition of net investment income by the Fund is affected by the timing of the declarations of dividends by the underlying investment companies in which the Fund invests. |
| (b) | Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Adviser and/or administrator had not reduced fees and/or reimbursed expenses (Note 4). |
| (c) | Not annualized |
| (d) | During the year ended May 31, 2023, the Adviser voluntarily refunded to the Fund all management fees paid in the amount of $289,118 for changes concerning the corporate ownership structure of the Adviser for the period from May 14, 2021 until August 12, 2021, which otherwise would have reduced the total return by 0.21%. |
| (e) | The ratios of expenses and net investment income to average net as-sets do not reflect the Funds proportionate share of expenses of the underlying investment companies in which the Fund invests. |
| (f) | Annualized |
| (g) | Ratio was determined after management fee reductions and/or expense reimbursements and/or administrator waivers. |
| (h) | Ratio excludes the voluntary waiver from Ultimus in the amounts of $18,750 for the period ended November 30, 2025, $62,500 for the year ended May 31, 2025 and $75,000 for the year ended May 31, 2024. The net expenses and net investment income to average new assets would have remained the same without the waiver since the Adviser would have reduced additional management fees. |
| (i) | Ratio excludes the voluntary refund from the Adviser in the amount of $289,118, otherwise the net expenses and the net investment income to average net assets would have been 0.76% and 4.11%, respectively. |
See accompanying notes to financial statements.
7
| WAVELENGTH FUND |
| NOTES TO FINANCIAL STATEMENTS |
| November 30, 2025 (Unaudited) |
| 1. | Organization |
Wavelength 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 Funds portfolio may at times consist of primarily other investment companies, making it a fund of funds.
The investment objective of the Fund is to seek total return.
| 2. | Significant Accounting Policies |
The Fund follows accounting and reporting guidance under Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946, Financial Services - Investment Companies. The following is a summary of the Funds significant accounting policies used in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (GAAP).
Segment reporting - Wavelength Capital Management, LLC, the Funds investment adviser, (the Adviser) acts as the Funds chief operating decision maker (CODM). The CODM has determined that the Fund has a single operating segment as the CODM monitors the operating results of the Fund as a whole and the Funds long-term strategic asset allocation is pre-determined in accordance with the terms of its prospectus, based on a defined investment strategy which is executed by the Adviser. The CODM allocates resources and assesses performance based on the operating results of the Fund, which is consistent with the results presented in the Funds Schedule of Investments, Statement of Changes in Net Assets and Financial Highlights.
New Accounting Pronouncement - In December 2023, the FASB issued Accounting Standards Update 2023-09 (ASU 2023-09), Income Taxes (Topic 740) Improvements to Income Tax Disclosures, which amends quantitative and qualitative income tax disclosure requirements in order to increase disclosure consistency, bifurcate income tax information by jurisdiction and remove information that is no longer beneficial. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and early adoption is permitted. Fund Management does not believe there will be any impact on the Funds financial statements.
Securities and futures 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. Exchange-traded funds (ETFs) are valued at the securitys last sale price on the securitys primary exchange, if available, otherwise at the exchanges most recently quoted mean price. Investments representing shares of money market funds and other open-end investment companies, except for ETFs, are valued at their net asset value (NAV) as reported by such companies. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. The Fund values its exchange-traded futures contracts at their last sale price as of the close of regular trading on the NYSE. Prices for these futures contracts are monitored daily by the Adviser, as the Funds valuation designee, until the close of regular trading to determine if fair valuation is required.
8
| WAVELENGTH FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
When using a quoted price and when the market for the security is considered active, a 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 determined by the Adviser, in accordance with procedures adopted by the Trusts Board of Trustees (the Board) pursuant to the Rule 2a-5 under the Investment Company Act of 1940, as amended, (the 1940 Act). 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.
GAAP establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements.
Various inputs are used in determining the value of the Funds investments. These inputs are summarized in the three broad levels listed below:
| ● | Level 1 - quoted prices in active markets for identical securities |
| ● | Level 2 - other significant observable inputs |
| ● | Level 3 - significant unobservable inputs |
The inputs or methods used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.
The following is a summary of the Funds investments and other financial instruments and the inputs used to value the investments and other financial instruments as of November 30, 2025:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Investments in Securities | ||||||||||||||||
| Exchange-Traded Funds | $ | 88,645,110 | $ | - | $ | - | $ | 88,645,110 | ||||||||
| Money Market Funds | 11,730,274 | - | - | 11,730,274 | ||||||||||||
| Collateral for Securities Loaned | 32,823,844 | - | - | 32,823,844 | ||||||||||||
| Total | $ | 133,199,228 | $ | - | $ | - | $ | 133,199,228 | ||||||||
| Other Financial Instruments | ||||||||||||||||
| Futures Contracts | $ | 118,563 | $ | - | $ | - | $ | 118,563 | ||||||||
| Total | $ | 118,563 | $ | - | $ | - | $ | 118,563 | ||||||||
9
| WAVELENGTH FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
The Fund did not have any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the six months ended November 30, 2025. Other Financial Instruments are future contracts which are valued at the unrealized appreciation (depreciation) as of November 30, 2025.
Cash account - The Funds cash is held in a bank account with balances which, at times, may exceed United States federally insured limits by the Federal Deposit Insurance Corporation (FDIC). Cash held with a broker, if any, is not FDIC insured. The Fund maintains these balances with a high-quality financial institution and may incur charges on cash overdrafts.
Share valuation - The NAV per share of the Fund is calculated daily by dividing the total value of the Funds assets, less liabilities, by the number of shares outstanding. The offering price and redemption price per share of the Fund is equal to the NAV per share.
Investment income - Dividend income is recorded on the ex-dividend date. Interest income, if any, is accrued as earned. Non-cash dividends included in dividend income, if any, are recorded at the fair value of the security received.
Investment transactions - Investment transactions are accounted for on the trade date. Realized gains and losses on investments sold are determined on a specific identification basis.
Common expenses - Common expenses of the Trust are allocated among the Fund and the other series of the Trust based on the relative net assets of each series, the number of series in the Trust, or the nature of the services performed and the relative applicability to each series.
Distributions to shareholders - Effective July 31, 2025, the Fund distributes to shareholders any net investment income on a monthly basis and any net realized capital gains at least annually. Prior to July 31, 2025, the Fund distributed to shareholders any net investment income on a quarterly basis and any net realized capital gains at least annually. 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 during the periods ended November 30, 2025 and May 31, 2025:
| Periods | Ordinary | Tax-Exempt | Long-Term | Total | ||||||||||||
| Ended | Income | Distributions | Capital Gains | Distributions | ||||||||||||
| 11/30/2025 | $ | 2,462,808 | $ | - | $ | - | $ | 2,462,808 | ||||||||
| 5/31/2025 | $ | 2,999,925 | $ | 69,756 | $ | - | $ | 3,069,681 | ||||||||
Futures contracts - The Fund uses futures contracts to gain exposure to or to hedge against changes in the value of equities, real estate, interest rates or commodities. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. When the Fund purchases or sells a futures contract, no price is paid to or received by the Fund. Instead, the Fund is required to deposit in a segregated asset account an amount of cash or qualifying securities currently ranging from 2% to 10% of the
10
| WAVELENGTH FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
contract amount. This is called the initial margin deposit. Subsequent payments, known as variation margin, are made or received by the Fund each day, depending on the daily fluctuations in the fair value of the underlying asset. The Fund recognizes an unrealized gain or loss equal to the daily variation margin. If market conditions move unexpectedly, the Fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. The margin deposits for futures contracts and the variation receivable/payable are reported on the Statement of Assets and Liabilities.
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 increase (decrease) in net assets from operations 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 Funds intention to declare as dividends in each calendar year amounts equal to 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 May 31, 2025:
| Tax cost of investments | $ | 92,266,405 | ||
| Gross unrealized appreciation | $ | 443,037 | ||
| Gross unrealized depreciation | (3,941,586 | ) | ||
| Net unrealized depreciation | (3,498,549 | ) | ||
| Undistributed ordinary income | 529,538 | |||
| Accumulated capital and other losses | (17,480,216 | ) | ||
| Total accumulated deficit | $ | (20,449,227 | ) | |
As of May 31, 2025, the Fund had short-term capital loss carryforwards and long-term capital loss carryforwards (CLCF) of $2,628,907 and $14,851,309, respectively, for federal income tax purposes. These CLCFs, which do not expire, may be utilized in the current and future years to offset net realized capital gains, if any.
11
| WAVELENGTH FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
The federal tax cost, unrealized appreciation (depreciation) as of November 30, 2025 is as follows:
| Tax cost of investments | $ | 134,457,446 | ||
| Gross unrealized appreciation | $ | 1,642,710 | ||
| Gross unrealized depreciation | (2,900,928 | ) | ||
| Net unrealized depreciation | $ | (1,258,218 | ) | |
The value of the federal income tax cost of investments may temporarily differ from the financial statement cost. This book/tax difference is due to the recognition of capital gains or losses under income tax regulations and GAAP, primarily the tax deferral of losses on wash sales, the tax treatment of realized and unrealized gains and losses on futures contracts and adjustments to basis on publicly traded partnerships.
The Fund recognizes the tax benefits or expenses of uncertain tax positions only when the position is more likely than not to be sustained assuming examination by tax authorities. Management has reviewed the Funds tax positions for the current and 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.
The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the Statement of Operations. During the six months ended November 30, 2025, the Fund did not incur any interest or penalties.
| 3. | Investment Transactions |
During the six months ended November 30, 2025, cost of purchases and proceeds from sales of investment securities, other than short-term investments, were $34,858,974 and $11,222,137, respectively.
| 4. | Transactions with Related Parties |
INVESTMENT ADVISORY AGREEMENT
The Funds investments are managed by the Adviser pursuant to the terms of an Advisory Agreement. Under the Advisory Agreement, the Fund pays the Adviser a management fee, computed and accrued daily and paid monthly, at the annual rate of 0.95% of its average daily net assets.
Pursuant to an Expense Limitation Agreement between the Fund and the Adviser (the ELA), the Adviser has agreed, until October 1, 2026, to reduce its management fees and reimburse other expenses to limit total annual operating expenses (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividends expenses on securities sold short; acquired fund fees and expenses; extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Funds business) to an amount not exceeding 0.99% of the Funds average daily net assets.
12
| WAVELENGTH FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
Accordingly, under the ELA, the Adviser, reduced its management fees in the amount of $148,424 during the six months ended November 30, 2025.
Under the terms of the ELA, management 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 that the recoupments do not cause total annual operating expenses of the Fund 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, 2025, the Adviser may seek recoupment of management fee reductions and expense reimbursements in the amount of $813,982 no later than the dates as stated below:
| May 31, 2026 | May 31, 2027 | May 31, 2028 | November 30, 2028 | Total |
| $175,746 | $247,607 | $242,205 | $148,424 | $813,982 |
OTHER SERVICE PROVIDERS
Ultimus Fund Solutions, LLC (Ultimus) provides administration, fund accounting, 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 certain costs related to the pricing of the Funds portfolio securities. During the six months ended November 30, 2025, Ultimus voluntarily waived fees in the amount of $18,750. These voluntary waivers are not subject to recoupment by Ultimus.
Under the terms of a Consulting Agreement with the Trust, Northern Lights Compliance Services, LLC (NLCS) provides an Anti-Money Laundering Officer and Chief Compliance Officer to the Trust, as well as related compliance services. Under the terms of the agreement, NLCS receives fees from the Fund. NLCS is a wholly-owned subsidiary of Ultimus.
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 by the Adviser (not the Fund) for acting as principal underwriter.
Certain officers of the Trust are also officers of Ultimus and are not paid by the Fund for serving in such capacities.
TRUSTEE COMPENSATION
Each member of the Board (a Trustee) who is not an interested person (as defined by the 1940 Act, as amended) of the Trust (Independent Trustee) receives an annual retainer and meeting fees, plus reimbursement for travel and other meeting-related expenses.
13
| WAVELENGTH FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
PRINCIPAL HOLDERS OF FUND SHARES
As of November 30, 2025, the following shareholders owned of record 25% or more of the outstanding shares of the Fund:
| Name of Record Owner | % Ownership |
| Charles Schwab & Co., Inc. (for the benefit of its customers) | 38% |
| National Financial Services, LLC (for the benefit of its customers) | 35% |
A shareholder owning of record or beneficially 25% or more of the Funds outstanding shares may be considered a controlling person. That shareholders vote could have a more significant effect on matters presented at a shareholders meeting.
| 5. | Derivatives Transactions |
The Funds positions in derivative instruments as of November 30, 2025 are recorded in the following location on the Statement of Assets and Liabilities:
| Derivative Investment Type | Location |
| Futures contracts | Variation margin receivable (payable) |
The following table sets forth the values of variation margin of the Fund as of November 30, 2025:
| Variation Margin | ||||||||||||
| Type of Derivative and Risk | Receivable | (Payable) | Total | |||||||||
| Asset Derivatives | ||||||||||||
| Futures contracts | ||||||||||||
| Commodity | $ | 27,508 | $ | - | $ | 27,508 | ||||||
| Index | 33,061 | - | 33,061 | |||||||||
| Treasury | - | (53,995 | ) | (53,995 | ) | |||||||
| Total | $ | 60,569 | $ | (53,995 | ) | $ | 6,574 | |||||
The Funds transactions in derivative instruments during the six months ended November 30, 2025 are recorded in the following locations on the Statement of Operations:
| Derivative Investment Type | Location |
| Futures contracts | Net realized gains from futures contracts |
| Net change in unrealized appreciation (depreciation) on futures contracts |
14
| WAVELENGTH FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
The following is a summary of the Funds net realized gains and net change in unrealized appreciation (depreciation) on derivative instruments recognized on the Statement of Operations during the six months ended November 30, 2025:
| Net Change | ||||||||
| in Unrealized | ||||||||
| Net | Appreciation | |||||||
| Type of Derivative and Risk | Realized Gains | (Depreciation) | ||||||
| Futures contracts | ||||||||
| Commodity | $ | 476,554 | $ | 99,975 | ||||
| Index. | 1,369,370 | (42,307 | ) | |||||
| Treasury | 626,320 | (109,635 | ) | |||||
| Total | $ | 2,472,244 | $ | (51,967 | ) | |||
In the ordinary course of business, the Fund may enter into transactions subject to enforceable netting agreements or other similar arrangements (netting agreements). Generally, the right to offset in netting agreements allows the Fund to offset any exposure to a specific counterparty with any collateral received or delivered to that counterparty based on the terms of the agreements. Generally, the Fund manages its cash collateral securities and securities collateral on a counterparty basis.
As of November 30, 2025, the offsetting of financial assets and derivative assets is as follows:
| Gross | ||||||||||||||||||||||||
| Gross | Amounts of | |||||||||||||||||||||||
| Amounts of | Recognized | |||||||||||||||||||||||
| Recognized | Liabilities | Net | ||||||||||||||||||||||
| Assets not | not | Amounts | ||||||||||||||||||||||
| Offset on | Offset on | Presented on | ||||||||||||||||||||||
| Statement of | Statement of | Derivatives | Statement of | |||||||||||||||||||||
| Assets and | Assets and | Available for | Assets and | Collateral | ||||||||||||||||||||
| Description | Liabilities | Liabilities | Offset | Liabilities | Pledged* | Net Amount | ||||||||||||||||||
| Variation margin receivable - futures contracts | $ | 60,569 | $ | - | $ | (53,995 | ) | $ | 6,574 | $ | (6,574 | ) | $ | - | ||||||||||
| Variation margin payable - futures contracts | - | (53,995 | ) | 53,995 | - | - | - | |||||||||||||||||
| Total subject to a master netting or similar arrangement | $ | 60,569 | $ | (53,995 | ) | $ | - | $ | 6,574 | $ | (6,574 | ) | $ | - | ||||||||||
| * | The amount is limited to the net amounts of financial assets and accordingly does not include excess collateral pledged. |
15
| WAVELENGTH FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| 6. | Securities Lending |
Under the terms of the Securities Lending Agreement (the SLA) with U.S. Bank National Association (U.S. Bank), U.S. Bank is authorized to loan securities on behalf of the Fund to approved borrowers. The contractual maturity of securities lending transactions is on an overnight and continuous basis. In exchange, the Fund receives cash collateral in the amount of at least 102% of the value of the securities loaned. Any collateral shortfalls due to changes in security market prices are adjusted the next business day. The cash collateral is invested in a short-term investment instrument as noted on the Funds Schedule of Investments. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. The SLA provides that after predetermined rebates to borrowers, the Fund retains a portion of its net securities lending income and pays U.S. Bank the remaining portion. The Fund manages credit exposure arising from these lending transactions by, in appropriate circumstances, entering into an SLA with U.S. Bank that provides the Fund, in the event of default (such as bankruptcy or borrowers failure to pay or perform), the right to net rights and obligations under such agreements and liquidate and set off collateral against the net amount owed to the Fund. The Funds collateral was invested in a money market fund. As of November 30, 2025, the Fund had 32.1% of the value of its net assets invested in the money market fund. The annual report, along with the report of the independent public accounting firm is included in the money market funds N-CSR available at www.sec.gov. As of November 30, 2025, the fair value of securities on loan and the collateral held were $32,040,833 and $32,823,844, respectively.
| 7. | Certain Investments and Risks |
The securities in which the Fund invests, as well as the risks associated with these securities, are described in the Funds prospectus. Among these risks are those associated with investments in shares of ETFs. ETFs issue their shares to authorized participants in return for a specific basket of securities. The authorized participants then sell the ETFs shares on the secondary market. In other words, ETF shares are traded on a securities exchange based on their market value. Investments in ETFs are subject to the risk that the ETFs shares may trade at a premium (creating the risk that the Fund pays more than NAV for an ETF when making a purchase) or discount (creating the risk that the Fund receives less than NAV when selling an ETF) to the ETFs NAV. Investments in ETFs are also subject to index-tracking risk because the total return generated by the securities will be reduced by transaction costs and expenses not incurred by the indices. Certain securities comprising the index tracked by an ETF may, from time to time, temporarily be unavailable, which may further impede the ETFs ability to track its applicable index or match the indexs performance. To the extent that the Fund invests in an ETF, the Fund incurs additional expenses because the Fund bears
16
| WAVELENGTH FUND |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
its pro-rata portion of such ETFs advisory fees and operational expenses. Finally, ETF shares are also subject to the risks applicable to the underlying basket of securities. As of November 30, 2025, the Fund had 86.6% of the value of its net assets invested in ETFs.
| 8. | Contingencies and Commitments |
The Fund indemnifies the Trusts 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 Funds 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.
| 9. | Subsequent Events |
The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events except for the following:
On December 30, 2025, the Fund declared an ordinary income dividend of $0.0744 per share to the shareholders of record on December 29, 2025.
17
| WAVELENGTH FUND |
| ADDITIONAL INFORMATION (Unaudited) |
Changes in and/or Disagreements with Accountants
There were no changes in and/or disagreements with accountants during the period covered by this report.
Proxy Disclosures
Not applicable.
Remuneration Paid to Directors, Officers and Others
Refer to the financial statements included herein.
Statement Regarding Basis for Approval of Investment Advisory Agreement
The Board of Trustees (the Board), including the Independent Trustees voting separately, has reviewed and approved the continuance of the Wavelength Funds (the Fund) Investment Advisory Agreement with Wavelength Capital Management, LLC (the Adviser or Wavelength) for an additional one-year term (the Advisory Agreement). The Board approved the continuance of the Advisory Agreement at a meeting held on October 20-21, 2025, at which all of the Trustees were present (the Meeting).
Prior to the Meeting, Wavelength provided a response to a letter sent by the counsel to the Independent Trustees, on their behalf, requesting various information relevant to the Independent Trustees consideration of the renewal of the Advisory Agreement with respect to the Fund. In approving the continuance of the Advisory Agreement, the Independent Trustees considered all information they deemed reasonably necessary to evaluate the terms of the Agreement. The principal areas of review by the Independent Trustees were (1) the nature, extent and quality of the services provided by Wavelength, (2) the investment performance of the Fund, (3) the costs of the services provided and profits realized by Wavelength from Wavelengths relationship with the Fund, (4) the financial condition of Wavelength, (5) the fall out benefits derived by Wavelength from its relationships with the Fund and (6) the extent to which economies of scale would be realized as the Fund grows and whether advisory fee levels reflect those economies of scale for the benefit of the Funds shareholders. The Independent Trustees evaluation of the quality of Wavelengths services also took into consideration their knowledge gained through presentations and reports from Wavelength over the course of the preceding year. The Independent Trustees analysis of these factors is set forth below.
Nature, Extent and Quality of Services
The Board evaluated the level and depth of knowledge of Wavelength, including the professional experience and qualifications of senior personnel. In evaluating the quality of services provided by Wavelength, the Board took into account its familiarity with Wavelengths management through Board meetings, discussions and reports during the preceding year. The Board also took into account Wavelengths compliance policies and procedures based on discussion with Wavelength and the Trusts Chief Compliance Officer. The quality of administrative and other services, including Wavelengths role in coordinating the activities of the Funds other service providers, was also considered. They also noted that Wavelength had no affiliated entities. The Board discussed the nature and extent of the
18
| WAVELENGTH FUND |
| ADDITIONAL INFORMATION (Continued) |
services provided by Wavelength including, without limitation, Wavelengths provision of a continuous investment program for the Fund. The Board considered the qualifications and experience of Wavelengths portfolio management which were responsible for the day-to-day management of the Fund. The Board also considered Wavelengths succession planning for the portfolio management of the Fund. The Board concluded that it was satisfied with the nature, extent and quality of services provided to the Fund by Wavelength under the Advisory Agreement.
Advisory Fees and Expenses and Comparative Accounts
The Board compared the advisory fee and total expense ratio for the Fund with various comparative data. In particular, the Board compared the Funds advisory fee and overall expense ratio to the median advisory fees and expense ratios for its custom peer group provided by Broadridge Financial Solutions, Inc. (Broadridge). The Board noted Wavelengths assertion that there were no accounts Wavelength managed that were comparable to the Fund. In reviewing the comparison in fees and expense ratios between the Fund and comparable funds, the Board also considered the differences in types of funds being compared, the styles of investment management, the size of the Fund relative to the comparable funds, and the nature of the investment strategies. The Board also considered Wavelengths commitment to limit the Funds expenses under the Wavelength expense limitation agreement until at least October 1, 2026. The Board noted that the 0.95% advisory fee for the Fund was higher than the median for the other funds in its Broadridge custom peer group. The Board further noted that the overall net expense ratio for the Fund of 0.99% was at the median for the other funds in the Funds custom peer group. The Board took into consideration Wavelengths assertion that its systematic investment approach and process differentiated the Funds fee from those of its peers.
Fund Performance
The Board also considered, among other data, the Funds performance results during certain periods ended July 31, 2025 and noted that the Board reviews on a quarterly basis detailed information about the Funds performance results, portfolio composition and investment strategies. The Board noted that the Fund had outperformed the peer group median for the one- year period and was comparable to the peer group median for the three-year and five-year periods, ranking in the second quartile for all periods.
Economies of Scale
The Board also considered the effect of the Funds growth and size on its performance and expenses. The Board noted that Wavelength limited fees and/or reimbursed expenses for the Fund in order to reduce the Funds operating expenses to targeted levels. The Board considered the effective advisory fee under the Advisory Agreement as a percentage of assets at different asset levels and possible economies of scale that might be realized if the assets of the Fund increased. The Board noted that the advisory fee schedule for the Fund currently did not have breakpoints, and considered Wavelengths assertion that adding breakpoints was not appropriate at this time. The Board noted that if the Funds assets increase over time, the Fund might realize other economies of scale if assets increase proportionally more than certain other expenses.
19
| WAVELENGTH FUND |
| ADDITIONAL INFORMATION (Continued) |
Financial Condition of the Adviser and Adviser Profitability
Additionally, the Board took into consideration the financial condition and profitability of Wavelength and the direct and indirect benefits derived by Wavelength from the Fund. The information considered by the Board included operating profit margin information for the Fund as well as Wavelengths business as a whole. The Board considered Wavelengths commitment to contractually limit the Funds net operating expenses. The Board reviewed the profitability of Wavelengths relationship with the Fund both before and after-tax expenses. With respect to the Fund, the Board recognized that Wavelength should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial risk it assumes as investment adviser. Based upon its review, the Board concluded that Wavelengths level of profitability, if any, from its relationship with the Fund was reasonable and not excessive. The Board also considered whether Wavelength has the financial wherewithal to continue to provide services to the Fund, noting its ongoing commitment to provide support and resources to the Fund as needed.
Fall-Out Benefits
The Board discussed the direct and indirect benefits derived by Wavelength from its relationship with the Fund. The Board also noted that Wavelength derives benefits to its reputation and other benefits from its relationship with the Fund.
In considering the renewal of the Advisory Agreement, the Board, including the Independent Trustees, did not identify any single factor as controlling, and each Trustee may have attributed different weights to the various factors. The Trustees evaluated all information available to them. The Board concluded the following: (a) Wavelength demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (b) Wavelength maintains an appropriate compliance program; (c) the overall performance of the Fund is satisfactory relative to the performance of funds with similar investment objectives and relevant indices; and (d) the Funds advisory fees are reasonable in light of the services received by the Fund from Wavelength and the other factors considered. Based on their conclusions, the Trustees determined with respect to the Fund that continuation of the Advisory Agreement was in the best interests of the Fund and its shareholders.
20
| (b) | Included in (a) |
| Item 8. | Changes in and Disagreements with Accountants for Open-End Management Investment Companies. |
Not applicable
| Item 9. | Proxy Disclosures for Open-End Management Investment Companies. |
Not applicable
| Item 10. | Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies. |
Included under Item 7
| Item 11. | Statement Regarding Basis for Approval of Investment Advisory Contract. |
Filed under Item 7 for Evolutionary Tree Innovators Fund and Wavelength Fund; not applicable for Adler Value Fund
| Item 12. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable
| Item 13. | Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable
| Item 14. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable
| Item 15. | Submission of Matters to a Vote of Security Holders. |
There has been no material changes to the manner in which shareholders may recommend nominees to the Registrants Board of Trustees or the Nominations & Governance Committee (the Committee). The Registrant does not have formal procedures by which shareholders may recommend nominees to the Registrants Board of Trustees. While the Registrant does not have formal procedure, the Committee shall to the extent required under applicable law, when identifying potential candidates for the position of Independent Trustee, consider any such candidate recommended by a shareholder.
| Item 16. | Controls and Procedures. |
(a) Based on their evaluation of the registrants 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 registrants 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 registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrants internal control over financial reporting.
| Item 17. | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. |
Not applicable
| Item 18. | Recovery of Erroneously Awarded Compensation. |
(a) Not applicable
(b) Not applicable
| Item 19. | Exhibits. |
File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.
(a)(1) Not required
(a)(2) Not applicable
(a)(3) 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)(4) Not applicable
(a)(5) Not applicable
(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto
| 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/ Todd E. Heim | ||
| Todd E. Heim, President and Principal Executive Officer | |||
| Date | February 5, 2026 | ||
| 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/ Todd E. Heim | ||
| Todd E. Heim, President and Principal Executive Officer | |||
| Date | February 5, 2026 | ||
| By (Signature and Title)* | /s/ Daniel D. Bauer | ||
| Daniel D. Bauer, Treasurer and Principal Financial Officer | |||
| Date | February 5, 2026 | ||
| * | Print the name and title of each signing officer under his or her signature. |