Ultimus Managers Trust N-CSRS Certified semi-annual shareholder report (management investment company)

OMB APPROVAL

OMB Number: 3235-0570

Expires: January 31, 2017

Estimated average burden hours per response: 20.6

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-22680

Ultimus Managers Trust

(Exact name of registrant as specified in charter)

225 Pictoria Drive, Suite 450 Cincinnati, Ohio	45246
(Address of principal executive offices)	(Zip code)

Frank L. Newbauer, Esq.

Ultimus Fund Solutions, LLC 225 Pictoria Drive, Suite 450 Cincinnati, Ohio 45246_

(Name and address of agent for service)

Registrant's telephone number, including area code: (513) 587-3400

Date of fiscal year end:	August 31
Date of reporting period:	February 29, 2016

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

ALAMBIC SMALL CAP VALUE PLUS FUND

ALAMBIC SMALL CAP GROWTH PLUS FUND

Semi-Annual Report

February 29, 2016
(Unaudited)

ALAMBIC FUNDS
LETTER TO SHAREHOLDERS March 18, 2016

Dear Fellow Shareholders:

Despite the recent rebound in U.S. equities, small cap stock performance over the past 6 months continues to be hampered by higher volatility, widening credit spreads, and generally weak earnings growth, although recent performance has lifted small caps out of bear market territory relative to their June 2015 highs. Small caps tend to be negatively correlated with credit spreads and volatility and, with high-yield spreads widening and the CBOE Volatility Index above 20, performance continues to suffer. Although the Russell 2000^® Index was flat for the month of February 2015 and is down only 8.97% through February this year, we expect this cycle of low liquidity and tighter credit spreads to persist this year, which will continue to weigh on the performance of small cap stocks.

Within that macro market backdrop, since inception (September 1, 2015) through February 29, 2016, the Alambic Small Cap Value Plus Fund (“ALAMX” or the “Value Fund”) has delivered a total return of -4.84% versus the Value Fund’s benchmark, the Russell 2000 Value Index, at -4.03% for the same period. Year to date, ALAMX is down -6.69% versus the Russell 2000 Value Index at -6.08%. Although month-to-month comparisons vary significantly, our tracking error to our benchmark averaged 4.38% during this same period, which is well within our expectations.

The following chart summarizes ALAMX’s cumulative performance over the past 6 months versus the Morningstar Small Cap Value category, which summarizes the average performance of small cap value managers reported in the Morningstar database.

While our stated objective is to provide returns that exceed the benchmark and the Value Fund’s peer group averages over time, we are pleased with ALAMX’s recent performance relative to its peers and we are now focused on improving performance relative to the Russell 2000 Value Index. To that end, as we look to identify the underlying factors, other than macro market trends, that have impacted the Fund’s first 6 months of performance, we note that ALAMX’s sector weights often (and most often intentionally) vary significantly from those of the benchmark. During the past 6 months, ALAMX tended to be significantly underweight in the interest rate sensitive sectors, particularly financial services and utilities. Since these sectors improved as rates declined going into the first quarter, ALAMX’s performance relative to the benchmark was negatively impacted.

1

Investment style weights can also contribute to performance. Although the largest style component of ALAMX’s portfolio is value, significant parts of the portfolio could be classified as small cap blend or small cap growth and can cause a variance in performance relative to the benchmark. We do not believe investment style weights had a material impact on the Fund’s performance relative to the benchmark in the past 6 months.

On December 29, 2015, we launched our second registered mutual fund, the Alambic Small Cap Growth Plus Fund (“ALGSX” or the “Growth Fund”). As with ALAMX, our stock selection process for the Growth Fund is also based on the systematic application of fundamental equity research principals, but for ALGSX the benchmark is the Russell 2000 Growth Index. Since inception through February 29, 2016, ALGSX has delivered a return of -7.30% versus the benchmark’s return of -13.32%. We attribute ALGSX’s strong relative performance during this period to a combination of stock selection and to an intentional investment style shift during the period that resulted in a higher value-weight than that of the Growth Fund’s benchmark.

Although macro market conditions for small caps have been challenging the past few months, we have used this period to continuously optimize our portfolio management processes. As a result, our two funds have performed well relative to their benchmarks and category peers. This validates our stated objective of consistently outperforming the benchmark indices over time.

Thank you for your ongoing trust and commitment.

Sincerely

Albert Richards	Brian Thompson	Rob Slaymaker
CEO	CRO	Partner

2

Past performance is not predictive of future performance. Investment results and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Performance data current to the most recent month-end are available by calling 1-888-890-8988.

An investor should consider the investment objectives, risks, charges and expenses of the Funds carefully before investing. The Funds’ prospectus contains this and other important information. To obtain a copy of the Funds’ prospectus please visit our website at https://alambicfunds.com or call 1-888-890-8988 and a copy will be sent to you free of charge. Please read the prospectus carefully before you invest. The Alambic Funds are distributed by Ultimus Fund Distributors, LLC.

The Letter to Shareholders seeks to describe some of the Adviser’s current opinions and views of the financial markets. Although the Adviser believes it has a reasonable basis for any opinions or views expressed, actual results may differ, sometimes significantly so, from those expected or expressed. The securities held by the Funds that are discussed in the Letter to Shareholders were held during the period covered by this Report. They do not comprise the entire investment portfolio of the Funds, may be sold at any time and may no longer be held by the Funds. For a complete listing of securities held in the Funds as of February 29, 2016, please see the Schedule of Investments section of the Semi-Annual Report. The opinions of the Adviser with respect to those securities may change at any time.

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

3

ALAMBIC SMALL CAP VALUE PLUS FUND
PORTFOLIO INFORMATION
February 29, 2016 (Unaudited)

Sector Diversification (% of Net Assets)

Top 10 Equity Holdings

Security Description	% of Net Assets
Prestige Brands Holdings, Inc.	1.5%
Haverty Furniture Companies, Inc.	1.4%
FairPoint Communications, Inc.	1.4%
Alpha & Omega Semiconductor Ltd.	1.3%
DHI Group, Inc.	1.3%
Dean Foods Company	1.2%
Chase Corporation	1.2%
Bridgepoint Education, Inc.	1.1%
ManTech International Corporation - Class A	1.1%
Greif, Inc. - Class A	1.0%

4

ALAMBIC SMALL CAP GROWTH PLUS FUND
PORTFOLIO INFORMATION
February 29, 2016 (Unaudited)

Sector Diversification (% of Net Assets)

Top 10 Equity Holdings

Security Description	% of Net Assets
Greif, Inc. - Class A	1.2%
Del Taco Restaurants, Inc.	1.2%
Dean Foods Company	1.1%
EVERTEC, Inc.	1.0%
Vitamin Shoppe, Inc.	0.9%
Prestige Brands Holdings, Inc.	0.9%
Knowles Corporation	0.9%
Syntel, Inc.	0.9%
Axiall Corporation	0.9%
Carlisle Companies, Inc.	0.8%

5

ALAMBIC SMALL CAP VALUE PLUS FUND SCHEDULE OF INVESTMENTS February 29, 2016 (Unaudited)
COMMON STOCKS — 95.0%	Shares		Value
Consumer Discretionary — 14.9%
Distributors — 0.3%
Weyco Group, Inc.		200	$	5,444
Diversified Consumer Services — 1.3%
Bridgepoint Education, Inc. (a)		3,400		21,522
K12, Inc. (a)		300		2,937
				24,459
Hotels, Restaurants & Leisure — 4.4%
Caesars Acquisition Company - Class A (a)		1,500		9,090
Carrols Restaurant Group, Inc. (a)		1,000		13,270
Century Casinos, Inc. (a)		2,600		17,498
Del Taco Restaurants, Inc. (a)		900		9,747
J. Alexander's Holdings, Inc. (a)		300		3,114
Monarch Casino & Resort, Inc. (a)		200		4,024
Potbelly Corporation (a)		1,100		13,805
Ruby Tuesday, Inc. (a)		100		529
Speedway Motorsports, Inc.		700		12,754
				83,831
Household Durables — 1.0%
CSS Industries, Inc.		200		5,414
Ethan Allen Interiors, Inc.		150		4,280
iRobot Corporation (a)		200		6,268
Lifetime Brands, Inc.		300		3,588
Skullcandy, Inc. (a)		100		354
				19,904
Internet & Catalog Retail — 1.0%
1-800-FLOWERS.COM, Inc. - Class A (a)		400		3,124
Gaiam, Inc. - Class A (a)		500		2,835
PetMed Express, Inc.		300		4,950
Shutterfly, Inc. (a)		200		8,888
				19,797
Leisure Products — 0.1%
JAKKS Pacific, Inc. (a)		300		2,172
Media — 1.2%
A.H. Belo Corporation - Class A		535		3,199
Crown Media Holdings, Inc. - Class A (a)		700		3,073
Discovery Communications, Inc. - Series A (a)		100		2,500
Lee Enterprises, Inc. (a)		3,400		4,522
Starz - Series A (a)		200		5,038
Time, Inc.		300		4,230
				22,562

6

ALAMBIC SMALL CAP VALUE PLUS FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.0% (Continued)	Shares		Value
Consumer Discretionary — 14.9% (Continued)
Multiline Retail — 0.9%
Tuesday Morning Corporation (a)		2,400	$	16,152
Specialty Retail — 4.2%
Barnes & Noble Education, Inc. (a)		1,200		12,816
Christopher & Banks Corporation (a)		2,500		3,525
Haverty Furniture Companies, Inc.		1,400		27,216
Office Depot, Inc. (a)		800		4,064
Outerwall, Inc.		150		4,678
Rent-A-Center, Inc.		900		11,493
Tilly's, Inc. - Class A (a)		100		719
West Marine, Inc. (a)		400		3,272
Zumiez, Inc. (a)		600		12,396
				80,179
Textiles, Apparel & Luxury Goods — 0.5%
Movado Group, Inc.		300		8,763
Consumer Staples — 5.4%
Food & Staples Retailing — 1.6%
SUPERVALU, Inc. (a)		3,800		19,418
Village Super Market, Inc. - Class A		400		10,604
				30,022
Food Products — 2.6%
Dean Foods Company		1,200		23,148
Farmer Brothers Company (a)		600		15,816
John B. Sanfilippo & Son, Inc.		20		1,392
Seaboard Corporation (a)		3		8,775
Seneca Foods Corporation - Class A (a)		50		1,663
				50,794
Household Products — 1.2%
Energizer Holdings, Inc.		200		7,788
Oil-Dri Corporation of America		400		14,736
				22,524
Energy — 2.4%
Energy Equipment & Services — 1.2%
Dawson Geophysical Company (a)		800		2,728
Gulf Island Fabrication, Inc.		400		3,564
PHI, Inc. (a)		400		7,296
RigNet, Inc. (a)		400		5,280
Unit Corporation (a)		700		3,752
				22,620

7

ALAMBIC SMALL CAP VALUE PLUS FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.0% (Continued)	Shares		Value
Energy — 2.4% (Continued)
Oil, Gas & Consumable Fuels — 1.2%
Adams Resources & Energy, Inc.		50	$	1,636
Alon USA Energy, Inc.		400		3,944
Cloud Peak Energy, Inc. (a)		1,400		2,380
EP Energy Corporation - Class A (a)		4,300		7,396
Marathon Petroleum Corporation		150		5,138
PBF Energy, Inc. - Class A		50		1,510
Whiting Petroleum Corporation (a)		300		1,203
				23,207
Financials — 25.5%
Banks — 10.9%
BancorpSouth, Inc.		100		1,992
Bank of the Ozarks, Inc.		150		5,676
BankUnited, Inc.		200		6,424
BOK Financial Corporation		100		4,887
Cathay General Bancorp		200		5,338
Citigroup, Inc.		150		5,827
Commerce Bancshares, Inc.		262		11,130
Cullen/Frost Bankers, Inc.		150		7,189
East West Bancorp, Inc.		350		10,489
F.N.B. Corporation		100		1,228
First Citizens BancShares, Inc. - Class A		10		2,341
First Financial Bankshares, Inc.		100		2,641
First Horizon National Corporation		300		3,606
First Niagara Financial Group, Inc.		300		2,772
FirstMerit Corporation		400		7,852
Hancock Holding Company		200		4,614
Hilltop Holdings, Inc. (a)		100		1,668
IBERIABANK Corporation		50		2,384
Investors Bancorp, Inc.		300		3,396
MB Financial, Inc.		300		9,156
PacWest Bancorp		300		9,654
People's United Financial, Inc.		200		2,922
Pinnacle Financial Partners, Inc.		100		4,637
PrivateBancorp, Inc.		50		1,718
Prosperity Bancshares, Inc.		350		14,158
Sterling Bancorp		300		4,323
SVB Financial Group (a)		100		8,885
Synovus Financial Corporation		350		9,307
Texas Capital Bancshares, Inc. (a)		100		3,233
U.S. Bancorp		100		3,852
UMB Financial Corporation		50		2,456

8

ALAMBIC SMALL CAP VALUE PLUS FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.0% (Continued)	Shares		Value
Financials — 25.5% (Continued)
Banks — 10.9% (Continued)
Umpqua Holdings Corporation		1,100	$	16,544
United Bankshares, Inc.		100		3,504
Webster Financial Corporation		200		6,722
Wells Fargo & Company		60		2,815
Western Alliance Bancorp (a)		150		4,458
Zions Bancorporation		400		8,528
				208,326
Capital Markets — 0.4%
American Capital Ltd. (a)		200		2,738
Charles Schwab Corporation (The)		150		3,758
				6,496
Consumer Finance — 0.2%
OneMain Holdings, Inc. (a)		200		4,514
Diversified Financial Services — 0.9%
Intercontinental Exchange, Inc.		30		7,154
Leucadia National Corporation		400		5,780
MarketAxess Holdings, Inc.		40		4,738
				17,672
Insurance — 2.0%
Assurant, Inc.		20		1,422
Brown & Brown, Inc.		300		9,693
CNO Financial Group, Inc.		800		13,944
Marsh & McLennan Companies, Inc.		120		6,846
Primerica, Inc.		50		2,109
RLI Corporation		50		3,139
				37,153
Real Estate Investment Trusts (REITs) — 11.1%
Acadia Realty Trust		500		16,525
Alexander's, Inc.		10		3,848
Altisource Residential Corporation		100		938
American Campus Communities, Inc.		150		6,565
American Tower Corporation		70		6,454
AvalonBay Communities, Inc.		30		5,149
Capstead Mortgage Corporation		600		5,826
Communications Sales & Leasing, Inc.		100		1,885
Crown Castle International Corporation		20		1,730
CubeSmart		400		11,960
CyrusOne, Inc.		100		3,964
DCT Industrial Trust, Inc.		150		5,429
Douglas Emmett, Inc.		100		2,684

9

ALAMBIC SMALL CAP VALUE PLUS FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.0% (Continued)	Shares		Value
Financials — 25.5% (Continued)
Real Estate Investment Trusts (REITs) — 11.1% (Continued)
Education Realty Trust, Inc.		250	$	9,913
Equity One, Inc.		200		5,482
Equity Residential		60		4,469
Extra Space Storage, Inc.		120		9,858
Federal Realty Investment Trust		50		7,403
Forest City Realty Trust, Inc. - Class A (a)		200		3,730
Hannon Armstrong Sustainable Infrastructure Capital, Inc.		650		11,447
Kilroy Realty Corporation		140		7,598
Ladder Capital Corporation		319		3,298
MFA Financial, Inc.		700		4,767
Paramount Group, Inc.		200		3,024
Physicians Realty Trust		200		3,436
Prologis, Inc.		350		13,461
Public Storage		50		12,475
Simon Property Group, Inc.		25		4,743
Sovran Self Storage, Inc.		60		6,386
Starwood Property Trust, Inc.		100		1,754
STORE Capital Corporation		500		12,075
Taubman Centers, Inc.		100		7,082
Two Harbors Investment Corporation		300		2,325
Vornado Realty Trust		20		1,727
Weingarten Realty Investors		50		1,762
				211,172
Health Care — 7.4%
Biotechnology — 1.7%
Acorda Therapeutics, Inc. (a)		100		3,271
Aegerion Pharmaceuticals, Inc. (a)		300		1,692
ArQule, Inc. (a)		400		756
aTyr Pharma, Inc. (a)		300		1,341
Catabasis Pharmaceuticals, Inc. (a)		800		3,360
Emergent BioSolutions, Inc. (a)		100		3,383
Myriad Genetics, Inc. (a)		50		1,750
PDL BioPharma, Inc.		2,100		6,321
Rigel Pharmaceuticals, Inc. (a)		4,600		10,442
				32,316
Health Care Equipment & Supplies — 1.5%
Accuray, Inc. (a)		900		4,545
CryoLife, Inc.		400		4,284
Exactech, Inc. (a)		700		13,055
FONAR Corporation (a)		100		1,644
Halyard Health, Inc. (a)		100		2,552

10

ALAMBIC SMALL CAP VALUE PLUS FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.0% (Continued)	Shares		Value
Health Care — 7.4% (Continued)
Health Care Equipment & Supplies — 1.5% (Continued)
Natus Medical, Inc. (a)		50	$	1,816
				27,896
Health Care Providers & Services — 1.4%
Alliance HealthCare Services, Inc. (a)		500		3,575
Cross Country Healthcare, Inc. (a)		100		1,241
Express Scripts Holding Company (a)		60		4,223
Five Star Quality Care, Inc. (a)		3,900		9,243
Healthways, Inc. (a)		300		3,159
RadNet, Inc. (a)		900		5,130
				26,571
Health Care Technology — 0.9%
Allscripts Healthcare Solutions, Inc. (a)		800		10,016
Quality Systems, Inc.		500		7,775
				17,791
Pharmaceuticals — 1.9%
AcelRx Pharmaceuticals, Inc. (a)		500		1,855
Juniper Pharmaceuticals, Inc. (a)		300		2,247
Phibro Animal Health Corporation - Class A		100		2,766
Prestige Brands Holdings, Inc. (a)		590		28,851
Sagent Pharmaceuticals, Inc. (a)		100		1,418
				37,137
Industrials — 13.9%
Aerospace & Defense — 2.4%
AAR Corporation		800		17,032
Astronics Corporation (a)		250		7,952
Moog, Inc. - Class A (a)		100		4,318
Vectrus, Inc. (a)		900		17,325
				46,627
Building Products — 0.9%
Ply Gem Holdings, Inc. (a)		1,400		14,280
Quanex Building Products Corporation		200		3,444
				17,724
Commercial Services & Supplies — 2.2%
ACCO Brands Corporation (a)		1,900		13,889
ARC Document Solutions, Inc. (a)		2,500		8,750
Brink's Company (The)		100		2,925
Ennis, Inc.		100		1,974
Kimball International, Inc. - Class B		700		7,371
Quad/Graphics, Inc.		500		6,330
				41,239

11

ALAMBIC SMALL CAP VALUE PLUS FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.0% (Continued)	Shares		Value
Industrials — 13.9% (Continued)
Construction & Engineering — 0.4%
Sterling Construction Company, Inc. (a)		1,500	$	8,100
Electrical Equipment — 1.1%
Allied Motion Technologies, Inc.		500		9,230
General Cable Corporation		1,100		9,449
Preformed Line Products Company		50		1,635
				20,314
Machinery — 3.7%
Alamo Group, Inc.		50		2,594
Albany International Corporation - Class A		500		18,310
Commercial Vehicle Group, Inc. (a)		3,800		9,538
Eastern Company (The)		100		1,584
FreightCar America, Inc.		400		5,948
Hurco Companies, Inc.		200		5,190
Kadant, Inc.		300		11,451
L.B. Foster Company - Class A		300		4,122
L.S. Starrett Company (The) - Class A		200		1,886
Lydall, Inc. (a)		100		2,895
Navistar International Corporation (a)		900		7,569
				71,087
Marine — 0.1%
Matson, Inc.		50		2,005
Professional Services — 1.2%
Acacia Research Corporation		1,100		3,476
Kforce, Inc.		600		9,564
Resources Connection, Inc.		700		9,709
				22,749
Road & Rail — 0.8%
ArcBest Corporation		400		7,828
Avis Budget Group, Inc. (a)		100		2,564
Hertz Global Holdings, Inc. (a)		300		2,550
Swift Transportation Company (a)		100		1,704
				14,646
Trading Companies & Distributors — 0.4%
WESCO International, Inc. (a)		150		6,608
Transportation Infrastructure — 0.7%
Wesco Aircraft Holdings, Inc. (a)		1,000		12,790

12

ALAMBIC SMALL CAP VALUE PLUS FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.0% (Continued)	Shares		Value
Information Technology — 15.7%
Communications Equipment — 1.1%
Arris International plc (a)		300	$	7,167
Bel Fuse, Inc. - Class B		100		1,485
Digi International, Inc. (a)		400		3,396
Extreme Networks, Inc. (a)		2,300		6,486
Polycom, Inc. (a)		100		1,041
Sonus Networks, Inc. (a)		300		2,337
				21,912
Electronic Equipment, Instruments & Components — 0.8%
Identiv, Inc. (a)		700		1,533
KEMET Corporation (a)		300		552
Knowles Corporation (a)		500		5,690
QLogic Corporation (a)		300		3,867
Radisys Corporation (a)		1,700		4,386
				16,028
Internet Software & Services — 4.0%
Carbonite, Inc. (a)		100		757
DHI Group, Inc. (a)		3,100		24,118
EarthLink Holdings Corporation		700		3,948
Marchex, Inc. - Class B		3,200		13,728
Marin Software, Inc. (a)		1,500		4,500
Match Group, Inc. (a)		300		3,267
Monster Worldwide, Inc. (a)		2,800		8,344
Travelzoo, Inc. (a)		200		1,570
United Online, Inc. (a)		800		9,848
XO Group, Inc. (a)		400		5,712
				75,792
IT Services — 3.1%
Computer Task Group, Inc.		2,800		13,244
CSG Systems International, Inc.		300		11,388
Datalink Corporation (a)		600		4,296
Everi Holdings, Inc. (a)		1,200		3,528
Higher One Holdings, Inc. (a)		200		860
ManTech International Corporation - Class A		700		20,391
Unisys Corporation (a)		500		5,385
				59,092
Semiconductors & Semiconductor Equipment — 3.3%
Advanced Energy Industries, Inc. (a)		50		1,491
Alpha & Omega Semiconductor Ltd. (a)		2,100		24,843
Axcelis Technologies, Inc. (a)		5,600		14,000
IXYS Corporation		1,000		11,280
Sigma Designs, Inc. (a)		500		3,440

13

ALAMBIC SMALL CAP VALUE PLUS FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.0% (Continued)	Shares		Value
Information Technology — 15.7% (Continued)
Semiconductors & Semiconductor Equipment — 3.3% (Continued)
SunEdison Semiconductor Ltd. (a)		1,200	$	8,196
				63,250
Software — 2.7%
ACI Worldwide, Inc. (a)		300		5,598
American Software, Inc. - Class A		1,900		17,860
BSQUARE Corporation (a)		400		2,280
EnerNOC, Inc. (a)		400		2,456
GlobalSCAPE, Inc.		300		1,131
Glu Mobile, Inc. (a)		2,200		8,162
MicroStrategy, Inc. - Class A (a)		30		4,827
Progress Software Corporation (a)		100		2,522
QAD, Inc. - Class A		200		3,914
Rovi Corporation (a)		100		2,278
				51,028
Technology Hardware, Storage & Peripherals — 0.7%
HP, Inc.		1,200		12,828
Materials — 7.0%
Chemicals — 4.6%
AgroFresh Solutions, Inc. (a)		2,500		12,225
Chase Corporation		490		23,040
Codexis, Inc. (a)		1,100		4,466
Core Molding Technologies, Inc. (a)		100		1,138
KMG Chemicals, Inc.		200		4,290
OMNOVA Solutions, Inc. (a)		2,630		13,781
Trecora Resources (a)		300		2,898
Tredegar Corporation		1,300		17,849
Trinseo S.A. (a)		300		8,943
				88,630
Construction Materials — 0.5%
United States Lime & Minerals, Inc.		170		9,040
Containers & Packaging — 1.2%
AEP Industries, Inc.		20		1,574
Greif, Inc. - Class A		750		19,883
UFP Technologies, Inc. (a)		100		2,237
				23,694
Metals & Mining — 0.7%
Commercial Metals Company		200		2,938
Handy & Harman Ltd. (a)		100		1,995
Materion Corporation		300		7,824
				12,757

14

ALAMBIC SMALL CAP VALUE PLUS FUNDSCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.0% (Continued)	Shares		Value
Telecommunication Services — 2.8%
Diversified Telecommunication Services — 1.9%
CenturyLink, Inc.		100	$	3,059
FairPoint Communications, Inc. (a)		1,800		27,054
Windstream Holdings, Inc.		800		6,016
				36,129
Wireless Telecommunication Services — 0.9%
Spōk Holdings, Inc.		1,000		17,720
Total Common Stocks — 95.0% (Cost $1,763,341)			$	1,811,263
Other Assets in Excess of Liabilities — 5.0%				94,696
Net Assets — 100.0%			$	1,905,959

(a)	Non-income producing security.
See accompanying notes to financial statements.

15

ALAMBIC SMALL CAP GROWTH PLUS FUND SCHEDULE OF INVESTMENTS February 29, 2016 (Unaudited)
COMMON STOCKS — 95.4%	Shares		Value
Consumer Discretionary — 19.5%
Auto Components — 1.3%
Dana Holding Corporation		300	$	3,732
Goodyear Tire & Rubber Company (The)		300		9,036
Tenneco, Inc. (a)		60		2,731
				15,499
Distributors — 0.4%
Weyco Group, Inc.		150		4,083
Diversified Consumer Services — 0.3%
Bridgepoint Education, Inc. (a)		317		2,007
K12, Inc. (a)		200		1,958
				3,965
Hotels, Restaurants & Leisure — 3.8%
Caesars Acquisition Company - Class A (a)		500		3,030
Carrols Restaurant Group, Inc. (a)		300		3,981
Del Taco Restaurants, Inc. (a)		1,300		14,079
Hyatt Hotels Corporation - Class A (a)		120		5,538
Isle of Capri Casinos, Inc. (a)		400		4,540
J. Alexander's Holdings, Inc. (a)		200		2,076
Monarch Casino & Resort, Inc. (a)		50		1,006
Nathan's Famous, Inc.		100		5,051
Potbelly Corporation (a)		200		2,510
Scientific Games Corporation - Class A (a)		300		2,553
				44,364
Household Durables — 2.7%
CSS Industries, Inc.		180		4,873
Ethan Allen Interiors, Inc.		50		1,426
Hovnanian Enterprises, Inc. - Class A (a)		1,500		2,265
iRobot Corporation (a)		150		4,701
La-Z-Boy, Inc.		300		7,305
Lifetime Brands, Inc.		300		3,588
Skullcandy, Inc. (a)		600		2,124
Tempur Sealy International, Inc. (a)		40		2,307
ZAGG, Inc. (a)		300		3,126
				31,715
Internet & Catalog Retail — 1.4%
Gaiam, Inc. - Class A (a)		500		2,835
NutriSystem, Inc.		400		8,140
PetMed Express, Inc.		300		4,950
				15,925

16

ALAMBIC SMALL CAP GROWTH PLUS FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.4% (Continued)	Shares		Value
Consumer Discretionary — 19.5% (Continued)
Leisure Products — 0.5%
JAKKS Pacific, Inc. (a)		400	$	2,896
Johnson Outdoors, Inc. - Class A		150		3,290
				6,186
Media — 3.3%
Crown Media Holdings, Inc. - Class A (a)		1,700		7,463
Discovery Communications, Inc. - Series A (a)		150		3,750
Harte-Hanks, Inc.		2,300		7,107
Lee Enterprises, Inc. (a)		2,400		3,192
MSG Networks, Inc. - Class A (a)		500		8,210
Time, Inc.		600		8,460
				38,182
Multiline Retail — 0.7%
Fred's, Inc. - Class A		300		4,287
Tuesday Morning Corporation (a)		600		4,038
				8,325
Specialty Retail — 4.5%
American Eagle Outfitters, Inc.		200		3,052
Barnes & Noble Education, Inc. (a)		200		2,136
Buckle, Inc. (The)		150		4,770
Christopher & Banks Corporation (a)		3,500		4,935
Haverty Furniture Companies, Inc.		500		9,720
Murphy USA, Inc. (a)		20		1,274
Office Depot, Inc. (a)		800		4,064
Rent-A-Center, Inc.		100		1,277
Shoe Carnival, Inc.		100		2,357
Staples, Inc.		600		5,670
Tilly's, Inc. - Class A (a)		300		2,157
Vitamin Shoppe, Inc. (a)		400		11,036
				52,448
Textiles, Apparel & Luxury Goods — 0.6%
Fossil Group, Inc. (a)		140		6,567
Consumer Staples — 5.1%
Food & Staples Retailing — 0.8%
SpartanNash Company		200		5,490
SUPERVALU, Inc. (a)		300		1,533
Village Super Market, Inc. - Class A		100		2,651
				9,674
Food Products — 2.9%
Bunge Ltd.		140		6,961
Dean Foods Company		650		12,539

17

ALAMBIC SMALL CAP GROWTH PLUS FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.4% (Continued)	Shares		Value
Consumer Staples — 5.1% (Continued)
Food Products — 2.9% (Continued)
Farmer Brothers Company (a)		240	$	6,326
General Mills, Inc.		140		8,239
				34,065
Household Products — 0.6%
Energizer Holdings, Inc.		80		3,115
Oil-Dri Corporation of America		100		3,684
				6,799
Personal Products — 0.8%
Natural Alternatives International, Inc. (a)		700		8,666
Energy — 2.0%
Energy Equipment & Services — 0.5%
Dawson Geophysical Company (a)		400		1,364
Gulf Island Fabrication, Inc.		200		1,782
RigNet, Inc. (a)		200		2,640
				5,786
Oil, Gas & Consumable Fuels — 1.5%
Alon USA Energy, Inc.		350		3,451
EP Energy Corporation - Class A (a)		2,300		3,956
Marathon Oil Corporation		400		3,284
Murphy Oil Corporation		150		2,577
ONEOK, Inc.		150		3,600
				16,868
Financials — 1.2%
Capital Markets — 0.2%
Charles Schwab Corporation (The)		50		1,252
E*TRADE Financial Corporation (a)		50		1,173
				2,425
Consumer Finance — 0.1%
OneMain Holdings, Inc. (a)		50		1,129
Insurance — 0.4%
American Equity Investment Life Holding Company		150		2,040
CNO Financial Group, Inc.		100		1,743
Genworth Financial, Inc. - Class A (a)		500		1,060
				4,843
Real Estate Investment Trusts (REITs) — 0.5%
Ladder Capital Corporation		400		4,136
MFA Financial, Inc.		200		1,362
				5,498

18

ALAMBIC SMALL CAP GROWTH PLUS FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.4% (Continued)	Shares		Value
Health Care — 18.9%
Biotechnology — 7.0%
Acceleron Pharma, Inc. (a)		60	$	1,520
Aegerion Pharmaceuticals, Inc. (a)		800		4,512
Alder Biopharmaceuticals, Inc. (a)		50		949
Alexion Pharmaceuticals, Inc. (a)		10		1,408
Anacor Pharmaceuticals, Inc. (a)		100		6,378
Anavex Life Sciences Corporation (a)		300		1,341
Applied Genetic Technologies Corporation (a)		100		1,327
ARCA biopharma, Inc. (a)		300		1,032
ArQule, Inc. (a)		1,600		3,024
Array BioPharma, Inc. (a)		400		1,004
aTyr Pharma, Inc. (a)		400		1,788
Baxalta, Inc.		40		1,541
Biogen, Inc. (a)		10		2,594
Catabasis Pharmaceuticals, Inc. (a)		300		1,260
Cepheid, Inc. (a)		100		2,968
ContraFect Corporation (a)		200		680
Cytokinetics, Inc. (a)		200		1,260
Emergent BioSolutions, Inc. (a)		100		3,383
Exelixis, Inc. (a)		500		1,820
Geron Corporation (a)		500		1,205
Gilead Sciences, Inc.		20		1,745
Halozyme Therapeutics, Inc. (a)		400		3,252
Incyte Corporation (a)		20		1,470
Inovio Pharmaceuticals, Inc. (a)		200		1,260
Intrexon Corporation (a)		100		3,095
Ionis Pharmaceuticals, Inc. (a)		80		2,765
Ironwood Pharmaceuticals, Inc. (a)		300		2,895
MacroGenics, Inc. (a)		100		1,598
Medivation, Inc. (a)		50		1,788
MiMedx Group, Inc. (a)		300		2,469
Novavax, Inc. (a)		200		872
Osiris Therapeutics, Inc. (a)		100		714
Repligen Corporation (a)		50		1,287
Retrophin, Inc. (a)		150		2,135
Rigel Pharmaceuticals, Inc. (a)		600		1,362
Sage Therapeutics, Inc. (a)		60		1,764
Seattle Genetics, Inc. (a)		160		4,830
Spectrum Pharmaceuticals, Inc. (a)		300		1,356
Vanda Pharmaceuticals, Inc. (a)		300		2,355
Vertex Pharmaceuticals, Inc. (a)		20		1,710
				81,716

19

ALAMBIC SMALL CAP GROWTH PLUS FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.4% (Continued)	Shares		Value
Health Care — 18.9% (Continued)
Health Care Equipment & Supplies — 3.8%
AngioDynamics, Inc. (a)		900	$	9,783
Baxter International, Inc.		40		1,581
DENTSPLY International, Inc.		140		8,534
Exactech, Inc. (a)		250		4,663
HeartWare International, Inc. (a)		50		1,598
Hologic, Inc. (a)		100		3,463
Integra LifeSciences Holdings Corporation (a)		40		2,454
InVivo Therapeutics Holdings Corporation (a)		1,000		4,690
Lantheus Holdings, Inc. (a)		600		1,272
SurModics, Inc. (a)		300		5,598
				43,636
Health Care Providers & Services — 2.7%
Alliance HealthCare Services, Inc. (a)		400		2,860
BioTelemetry, Inc. (a)		400		4,824
Express Scripts Holding Company (a)		60		4,223
Health Net, Inc. (a)		20		1,244
Healthways, Inc. (a)		100		1,053
HMS Holdings Corporation (a)		300		3,951
Landauer, Inc.		50		1,454
National Research Corporation - Class A		285		4,266
Quest Diagnostics, Inc.		80		5,322
RadNet, Inc. (a)		300		1,710
VCA, Inc. (a)		20		1,021
				31,928
Health Care Technology — 1.1%
IMS Health Holdings, Inc. (a)		200		5,156
Omnicell, Inc. (a)		50		1,369
Quality Systems, Inc.		400		6,220
				12,745
Life Sciences Tools & Services — 1.4%
Bruker Corporation (a)		150		3,897
Charles River Laboratories International, Inc. (a)		30		2,203
PAREXEL International Corporation (a)		40		2,347
PerkinElmer, Inc.		160		7,562
				16,009
Pharmaceuticals — 2.9%
AbbVie, Inc.		20		1,092
Bristol-Myers Squibb Company		60		3,716
Cempra, Inc. (a)		150		2,524
Corcept Therapeutics, Inc. (a)		300		1,146
Juniper Pharmaceuticals, Inc. (a)		300		2,247

20

ALAMBIC SMALL CAP GROWTH PLUS FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.4% (Continued)	Shares		Value
Health Care — 18.9% (Continued)
Pharmaceuticals — 2.9% (Continued)
Merck & Company, Inc.		60	$	3,013
Nektar Therapeutics (a)		100		1,117
Phibro Animal Health Corporation - Class A		180		4,979
Prestige Brands Holdings, Inc. (a)		220		10,758
Sagent Pharmaceuticals, Inc. (a)		150		2,127
TherapeuticsMD, Inc. (a)		200		1,222
				33,941
Industrials — 14.8%
Aerospace & Defense — 1.3%
AAR Corporation		50		1,064
Astronics Corporation (a)		150		4,772
Teledyne Technologies, Inc. (a)		90		7,666
Vectrus, Inc. (a)		100		1,925
				15,427
Building Products — 1.0%
Insteel Industries, Inc.		150		3,927
Ply Gem Holdings, Inc. (a)		200		2,040
Quanex Building Products Corporation		100		1,722
Simpson Manufacturing Company, Inc.		100		3,394
				11,083
Commercial Services & Supplies — 1.5%
ARC Document Solutions, Inc. (a)		300		1,050
Brink's Company (The)		180		5,265
Deluxe Corporation		60		3,445
Kimball International, Inc. - Class B		351		3,696
Quad/Graphics, Inc.		300		3,798
				17,254
Construction & Engineering — 1.0%
Aegion Corporation (a)		100		1,811
Granite Construction, Inc.		60		2,487
Jacobs Engineering Group, Inc. (a)		60		2,319
Sterling Construction Company, Inc. (a)		900		4,860
				11,477
Electrical Equipment — 1.1%
Allied Motion Technologies, Inc.		250		4,615
Belden, Inc.		100		5,477
EnerSys		40		2,054
General Cable Corporation		130		1,117
				13,263
Industrial Conglomerates — 0.8%
Carlisle Companies, Inc.		110		9,917

21

ALAMBIC SMALL CAP GROWTH PLUS FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.4% (Continued)	Shares		Value
Industrials — 14.8% (Continued)
Machinery — 3.9%
AGCO Corporation		80	$	3,959
Altra Industrial Motion Corporation		50		1,215
CIRCOR International, Inc.		80		3,207
Commercial Vehicle Group, Inc. (a)		852		2,139
FreightCar America, Inc.		350		5,204
Hurco Companies, Inc.		50		1,297
ITT Corporation		60		2,116
Joy Global, Inc.		100		1,292
Kadant, Inc.		80		3,054
L.B. Foster Company - Class A		100		1,374
L.S. Starrett Company (The) - Class A		400		3,772
Lydall, Inc. (a)		150		4,343
Navistar International Corporation (a)		700		5,887
Terex Corporation		250		5,595
Timken Company (The)		50		1,492
				45,946
Professional Services — 0.8%
CDI Corporation		600		2,928
Mistras Group, Inc. (a)		150		3,219
Resources Connection, Inc.		200		2,774
				8,921
Road & Rail — 1.8%
Avis Budget Group, Inc. (a)		310		7,948
Hertz Global Holdings, Inc. (a)		850		7,225
PAM Transportation Services, Inc. (a)		150		4,286
Swift Transportation Company (a)		100		1,704
				21,163
Trading Companies & Distributors — 0.8%
H&E Equipment Services, Inc.		100		1,317
HD Supply Holdings, Inc. (a)		50		1,390
United Rentals, Inc. (a)		120		6,188
				8,895
Transportation Infrastructure — 0.8%
Wesco Aircraft Holdings, Inc. (a)		700		8,953
Information Technology — 25.0%
Communications Equipment — 2.0%
Arris International plc (a)		250		5,973
Bel Fuse, Inc. - Class B		250		3,712
Extreme Networks, Inc. (a)		1,400		3,948
Ixia (a)		100		1,141

22

ALAMBIC SMALL CAP GROWTH PLUS FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.4% (Continued)	Shares		Value
Information Technology — 25.0% (Continued)
Communications Equipment — 2.0% (Continued)
Polycom, Inc. (a)		200	$	2,082
Sonus Networks, Inc. (a)		600		4,674
TESSCO Technologies, Inc.		100		1,750
				23,280
Electronic Equipment, Instruments & Components — 3.5%
Identiv, Inc. (a)		900		1,971
Itron, Inc. (a)		40		1,594
KEMET Corporation (a)		1,100		2,024
Knowles Corporation (a)		900		10,242
Methode Electronics, Inc.		50		1,428
Multi-Fineline Electronix, Inc. (a)		300		6,771
Newport Corporation (a)		200		4,554
OSI Systems, Inc. (a)		100		6,037
QLogic Corporation (a)		100		1,289
Radisys Corporation (a)		1,700		4,386
				40,296
Internet Software & Services — 2.9%
Bankrate, Inc. (a)		600		4,596
Brightcove, Inc. (a)		400		2,400
comScore, Inc. (a)		40		1,646
DHI Group, Inc. (a)		300		2,334
GrubHub, Inc. (a)		50		1,177
LivePerson, Inc. (a)		400		2,052
Marchex, Inc. - Class B		300		1,287
Marin Software, Inc. (a)		500		1,500
MeetMe, Inc. (a)		500		1,555
Monster Worldwide, Inc. (a)		700		2,086
Perficient, Inc. (a)		150		2,708
Travelzoo, Inc. (a)		200		1,570
United Online, Inc. (a)		600		7,386
Web.com Group, Inc. (a)		100		1,815
				34,112
IT Services — 5.1%
CACI International, Inc. - Class A (a)		50		4,831
Computer Task Group, Inc.		1,100		5,203
CSRA, Inc.		50		1,297
Everi Holdings, Inc. (a)		500		1,470
EVERTEC, Inc.		1,000		11,900
Leidos Holdings, Inc.		100		4,322
NeuStar, Inc. - Class A (a)		250		6,218
Syntel, Inc. (a)		220		10,058

23

ALAMBIC SMALL CAP GROWTH PLUS FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.4% (Continued)	Shares		Value
Information Technology — 25.0% (Continued)
IT Services — 5.1% (Continued)
Teradata Corporation (a)		200	$	4,990
Unisys Corporation (a)		200		2,154
VeriFone Systems, Inc. (a)		300		7,167
				59,610
Semiconductors & Semiconductor Equipment — 3.7%
Advanced Energy Industries, Inc. (a)		50		1,491
Alpha & Omega Semiconductor Ltd. (a)		600		7,098
Ambarella, Inc. (a)		40		1,856
Axcelis Technologies, Inc. (a)		1,400		3,500
CVD Equipment Corporation (a)		100		839
Qorvo, Inc. (a)		60		2,705
Rudolph Technologies, Inc. (a)		500		6,480
Sigma Designs, Inc. (a)		400		2,752
Synaptics, Inc. (a)		60		4,873
Texas Instruments, Inc.		100		5,302
Veeco Instruments, Inc. (a)		300		5,565
				42,461
Software — 6.2%
ACI Worldwide, Inc. (a)		150		2,799
Autodesk, Inc. (a)		20		1,035
BSQUARE Corporation (a)		1,100		6,270
CA, Inc.		50		1,464
Cadence Design Systems, Inc. (a)		50		1,077
CDK Global, Inc.		140		6,285
EnerNOC, Inc. (a)		1,100		6,754
EPIQ Systems, Inc.		350		4,788
Glu Mobile, Inc. (a)		700		2,597
Interactive Intelligence Group, Inc. (a)		150		4,489
MicroStrategy, Inc. - Class A (a)		10		1,609
Pegasystems, Inc.		100		2,435
Progress Software Corporation (a)		100		2,522
PTC, Inc. (a)		160		4,946
Rovi Corporation (a)		400		9,112
Solera Holdings, Inc.		20		1,114
Synchronoss Technologies, Inc. (a)		180		5,042
TiVo, Inc. (a)		500		4,195
Zynga, Inc. - Class A (a)		1,900		4,009
				72,542
Technology Hardware, Storage & Peripherals — 1.6%
Avid Technology, Inc. (a)		700		5,355
CPI Card Group, Inc. (a)		400		3,164

24

ALAMBIC SMALL CAP GROWTH PLUS FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.4% (Continued)	Shares		Value
Information Technology — 25.0% (Continued)
Technology Hardware, Storage & Peripherals — 1.6% (Continued)
Cray, Inc. (a)		50	$	2,121
HP, Inc.		700		7,483
				18,123
Materials — 6.6%
Chemicals — 3.8%
AgroFresh Solutions, Inc. (a)		800		3,912
Axiall Corporation		500		9,950
Chase Corporation		160		7,523
Codexis, Inc. (a)		600		2,436
OMNOVA Solutions, Inc. (a)		411		2,154
PolyOne Corporation		100		2,691
Stepan Company		120		5,961
Trecora Resources (a)		100		966
Tredegar Corporation		400		5,492
Trinseo S.A. (a)		100		2,981
				44,066
Construction Materials — 0.5%
Headwaters, Inc. (a)		300		5,286
Containers & Packaging — 1.2%
Greif, Inc. - Class A		550		14,581
Metals & Mining — 1.1%
Commercial Metals Company		100		1,469
Handy & Harman Ltd. (a)		100		1,995
Materion Corporation		150		3,912
Reliance Steel & Aluminum Company		60		3,653
Schnitzer Steel Industries, Inc. - Class A		100		1,464
				12,493
Telecommunication Services — 2.3%
Diversified Telecommunication Services — 1.5%
CenturyLink, Inc.		150		4,588
FairPoint Communications, Inc. (a)		300		4,509
Verizon Communications, Inc.		160		8,117
				17,214

25

ALAMBIC SMALL CAP GROWTH PLUS FUNDSCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.4% (Continued)	Shares		Value
Telecommunication Services — 2.3% (Continued)
Wireless Telecommunication Services — 0.8%
Spōk Holdings, Inc.		450	$	7,974
United States Cellular Corporation (a)		40		1,656
				9,630
Total Common Stocks — 95.4% (Cost $1,124,578)			$	1,108,980
Other Assets in Excess of Liabilities — 4.6%				54,226
Net Assets — 100.0%			$	1,163,206

(a)	Non-income producing security.
See accompanying notes to financial sttements.

26

ALAMBIC FUNDS STATEMENTS OF ASSETS AND LIABILITIES February 29, 2016 (Unaudited)
	Alambic Small Cap Value Plus Fund			Alambic Small Cap Growth Plus Fund
ASSETS
Investments in securities:
At acquisition cost	$	1,763,341		$	1,124,578
At value (Note 2)	$	1,811,263		$	1,108,980
Cash		88,513			79,527
Dividends receivable		1,182			1,071
Receivable for investment securities sold		122,149			28,971
Receivable from Adviser (Note 4)		18,984			21,334
Other assets		918			—
Total assets		2,043,009			1,239,883
LIABILITIES
Payable for investment securities purchased		127,155			67,625
Payable to administrator (Note 4)		6,003			6,001
Other accrued expenses		3,892			3,051
Total liabilities		137,050			76,677
NET ASSETS	$	1,905,959		$	1,163,206
NET ASSETS CONSIST OF:
Paid-in capital	$	2,010,507		$	1,230,000
Accumulated (distributions in excess of) net investment income		(793	)		49
Accumulated net realized losses from security transactions		(151,677	)		(51,245	)
Net unrealized appreciation (depreciation) on investments		47,922			(15,598	)
NET ASSETS	$	1,905,959		$	1,163,206
Shares of beneficial interest outstanding (unlimied number of shares authorized, no par value)		200,792			125,442
Net asset value, offering price and redemption price per share (Note 2)	$	9.49		$	9.27

See accompanying notes to financial statements.

27

ALAMBIC FUNDS STATEMENTS OF OPERATIONS For the Periods Ended February 29, 2016 (Unaudited)
	Alambic Small Cap Value Plus Fund(a)			Alambic Small Cap Growth Plus Fund(b)
INVESTMENT INCOME
Dividend income	$	15,916		$	1,921
Foreign withholding taxes on dividends		(2	)		(1	)
Total investment income		15,914			1,920
EXPENSES
Fund accounting fees (Note 4)		12,082			4,009
Administration fees (Note 4)		12,000			4,000
Professional fees		9,781			2,716
Investment advisory fees (Note 4)		8,867			1,481
Compliance fees (Note 4)		6,000			2,000
Transfer agent fees (Note 4)		6,000			2,000
Trustees' fees and expenses (Note 4)		5,189			2,637
Custody and bank service fees		4,477			1,475
Registration and filing fees		2,651			1,948
Postage and supplies		3,533			1,023
Printing of shareholder reports		810			840
Other expenses		2,922			558
Total expenses		74,312			24,687
Less fee reductions and expense reimbursements by the Adviser (Note 4)		(63,112	)		(22,816	)
Net expenses		11,200			1,871
NET INVESTMENT INCOME		4,714			49
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Net realized losses from investment transactions		(151,677	)		(51,245	)
Net change in unrealized appreciation (depreciation) on investments		47,922			(15,598	)
NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS		(103,755	)		(66,843	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(99,041	)	$	(66,794	)

(a)	Represents the period from the commencement of operations (September 1, 2015) through February 29, 2016.
(b)	Represents the period from the commencement of operations (December 29, 2015) through February 29, 2016.
See accompanying notes to financial statements.

28

ALAMBIC FUNDS STATEMENTS OF CHANGES IN NET ASSETS For the Periods Ended February 29, 2016 (Unaudited)
	Alambic Small Cap Value Plus Fund(a)			Alambic Small Cap Growth Plus Fund(b)
FROM OPERATIONS
Net investment income	$	4,714		$	49
Net realized losses from security transactions		(151,677	)		(51,245	)
Net change in unrealized appreciation (depreciation) on investments		47,922			(15,598	)
Net decrease in net assets resulting from operations		(99,041	)		(66,794	)
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income		(5,507	)		—
CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold		2,005,000			1,230,000
Net asset value of shares issued in reinvestment of distributions to shareholders		5,507			—
Net increase from capital share transactions		2,010,507			1,230,000
TOTAL INCREASE IN NET ASSETS		1,905,959			1,163,206
NET ASSETS
Beginning of period		—			—
End of period	$	1,905,959		$	1,163,206
ACCUMULATED (DISTRIBUTIONS IN EXCESS OF) NET INVESTMENT INCOME	$	(793	)	$	49
CAPITAL SHARE ACTIVITY
Shares sold		200,250			125,442
Shares issued in reinvestment of distributions to shareholders		542			—
Net increase in shares outstanding		200,792			125,442
Shares outstanding at beginning of period		—			—
Shares outstanding at end of period		200,792			125,442

(a)	Represents the period from the commencement of operations (September 1, 2015) through February 29, 2016.
(b)	Represents the period from the commencement of operations (December 29, 2015) through February 29, 2016.
See accompanying notes to financial statements.

29

ALAMBIC SMALL CAP VALUE PLUS FUND FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout the Period
	Period Ended February 29, 2016(a) (Unaudited)
Net asset value at beginning of period	$	10.00
Income (loss) from investment operations:
Net investment income		0.02
Net realized and unrealized losses on investments		(0.50	)
Total from investment operations		(0.48	)
Less distributions:
Dividends from net investment income		(0.03	)
Net asset value at end of period	$	9.49
Total return (b)		(4.84%	)(c)
Net assets at end of period (000's)	$	1,906
Ratios/supplementary data:
Ratio of total expenses to average net assets		7.93	%(d)
Ratio of net expenses to average net assets (e)		1.20	%(d)
Ratio of net investment income to average net assets (e)		0.50	%(d)
Portfolio turnover rate		176	%(c)

(a)	Represents the period from the commencement of operations (September 1, 2015) through February 29, 2016.
(b)	Total return is a measure of the change in value of an investment in the Fund over the period covered. The return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total return would be lower if the Adviser had not reduced advisory fees and reimbursed expenses (Note 4).
(c)	Not annualized.
(d)	Annualized.
(e)	Ratio was determined after advisory fee reductions and expense reimbursements (Note 4).
See accompanying notes to financial statements.

30

ALAMBIC SMALL CAP GROWTH PLUS FUND FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout the Period
	Period Ended February 29, 2016(a) (Unaudited)
Net asset value at beginning of period	$	10.00
Income (loss) from investment operations:
Net investment income		0.00	(b)
Net realized and unrealized losses on investments		(0.73	)
Total from investment operations		(0.73	)
Net asset value at end of period	$	9.27
Total return (c)		(7.30%	)(d)
Net assets at end of period (000's)	$	1,163
Ratios/supplementary data:
Ratio of total expenses to average net assets		15.83	%(e)
Ratio of net expenses to average net assets (f)		1.20	%(e)
Ratio of net investment income to average net assets (f)		0.03	%(e)
Portfolio turnover rate		124	%(d)

(a)	Represents the period from the commencement of operations (December 29, 2015) through February 29, 2016.
(b)	Amount rounds to less than $0.01 per share.
(c)	Total return is a measure of the change in value of an investment in the Fund over the period covered. The return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total return would be lower if the Adviser had not reduced advisory fees and reimbursed expenses (Note 4).
(d)	Not annualized.
(e)	Annualized.
(f)	Ratio was determined after advisory fee reductions and expense reimbursements (Note 4).
See accompanying notes to financial statements.

31

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS
February 29, 2016 (Unaudited)

1. Organization

Alambic Small Cap Value Plus Fund and Alambic Small Cap Growth Plus Fund (individually, a “Fund” and collectively, the “Funds”) are each a diversified series of Ultimus Managers Trust (the “Trust”), an open-end investment company established as an Ohio business trust under a Declaration of Trust dated February 28, 2012. Other series of the Trust are not incorporated in this report. Alambic Small Cap Value Plus Fund commenced operations on September 1, 2015. Alambic Small Cap Growth Plus Fund commenced operations on December 29, 2015.

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

2. Significant Accounting Policies

The following is a summary of the Funds’ significant accounting policies. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). As an investment company, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2013-08, the Funds follow accounting and reporting guidance under FASB Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”

Securities valuation – Each Fund values its portfolio securities at market value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open for business. The Funds value their listed securities 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 bid price. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. The Funds value securities traded in the over-the-counter market at the last sale price, if available, otherwise at the most recently quoted bid price. In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Funds value their securities and other assets at fair value pursuant to procedures established by and under the direction of the Board of Trustees (the “Board”) of the Trust. Under these procedures, the securities will be classified as Level 2 or 3 within the fair value hierarchy (see below), depending on the inputs used. Unavailable or unreliable market quotes may be due to the following factors: a substantial bid-ask spread; infrequent sales resulting in stale prices; insufficient trading volume; small trade sizes; a temporary lapse in any reliable pricing source; and actions of the securities or futures markets, such as the suspension or limitation of trading. As a result, the prices of securities used to calculate each Fund’s net asset value (“NAV”) may differ from quoted or published prices for the same securities.

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

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

● Level 1 – quoted prices in active markets for identical securities

32

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

● Level 2 – other significant observable inputs

● Level 3 – significant unobservable inputs

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

The following is a summary of the inputs used to value the Funds’ investments as of February 29, 2016:

Alambic Small Cap Value Plus Fund	Level 1		Level 2		Level 3		Total
Common Stocks	$	1,811,263	$	—	$	—	$	1,811,263

Alambic Small Cap Growth Plus Fund	Level 1		Level 2		Level 3		Total
Common Stocks	$	1,108,980	$	—	$	—	$	1,108,980

Refer to the Funds’ Schedules of Investments for a listing of common stock by industry type. As of February 29, 2016, the Funds did not have any transfers between Levels. In addition, the Funds did not have derivative instruments or any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of February 29, 2016. It is the Funds’ policy to recognize transfers between Levels at the end of the reporting period.

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

Investment income – Dividend income is recorded on the ex-dividend date. Interest income is accrued as earned.

Security transactions – Security transactions are accounted for on the trade date. Gains and losses on securities sold are determined on a specific identification basis.

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

Distributions to shareholders – The Funds distribute to shareholders any net investment income dividends and net realized capital gains distributions at least once each year. The amount of such dividends and distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. The tax character of distributions paid by Alambic Small

33

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

Cap Value Plus Fund to shareholders during the period ended February 29, 2016 was ordinary income. There were no distributions paid by Alambic Small Cap Growth Plus Fund during the period ended February 29, 2016.

Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Federal income tax – Each Fund intends to qualify as a regulated investment company under the Internal Revenue Code of 1986 (the “Code”). Qualification generally will relieve each Fund of liability for federal income taxes to the extent 100% of its net investment income and net realized capital gains are distributed in accordance with the Code. Accordingly, no provision for income tax has been made.

In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also each Fund’s intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the 12 months ended October 31) plus undistributed amounts from prior years.

The following information is computed on a tax basis for each item as of February 29, 2016:

	Alambic Small Cap Value Plus Fund			Alambic Small Cap Growth Plus Fund
Tax cost of portfolio investments	$	1,808,955		$	1,126,788
Gross unrealized appreciation	$	95,995		$	58,225
Gross unrealized depreciation		(93,687	)		(76,033	)
Net unrealized appreciation (depreciation)		2,308			(17,808	)
Accumulated ordinary income		—			49
Other losses		(106,856	)		(49,035	)
Accumulated deficit	$	(104,548	)	$	(66,794	)

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

The Funds recognize the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” of being sustained assuming examination by tax authorities. Management has reviewed each Fund’s tax positions for the current period and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements. The Funds indentify their major tax jurisdiction as U.S. Federal.

34

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

3. Investment Transactions

During the periods ended February 29, 2016, cost of purchases and proceeds from sales of investment securities, other than short-term investments were as follows:

	Alambic Small Cap Value Plus Fund		Alambic Small Cap Growth Plus Fund
Purchases of investment securities	$	5,145,047	$	2,357,094
Proceeds from sales of investment securities	$	3,230,029	$	1,181,271

4. Transactions with Related Parties

INVESTMENT ADVISORY AGREEMENT

Each Fund’s investments are managed by Alambic Investment Management, L.P. (the “Adviser”) pursuant to the terms of an Investment Advisory Agreement. Under the Investment Advisory Agreement (the “Alambic Agreement”), each Fund pays the Adviser an investment advisory fee, computed and accrued daily and paid monthly, at the annual rate of 0.95% of its average daily net assets.

Pursuant to an Expense Limitation Agreement (“ELA”), the Adviser has contractually agreed, until August 31, 2018, to reduce investment advisory fees and reimburse other expenses to the extent necessary to limit Total Annual Fund Operating Expenses (exclusive of brokerage costs; taxes; borrowing costs; interest; costs to organize the Fund; acquired fund fees and expenses such as litigation and merger or reorganization costs; extraordinary expenses and other expenses not incurred in the ordinary course of the Funds’ business; and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”)) to an amount not exceeding 1.20% of each Fund’s average daily net assets. Accordingly, during the periods ended February 29, 2016, the Adviser did not collect any of its investment advisory fees and reimbursed other operating expenses totaling $54,245 and $21,335 for Alambic Small Cap Value Plus Fund and Alambic Small Cap Growth Plus Fund, respectively, during the periods ended February 29, 2016.

Under the terms of the ELA, investment advisory fee reductions and expense reimbursements by the Adviser are subject to repayment by each Fund for a period of three years after such fees and expenses were incurred, provided the repayments do not cause Total Annual Fund Operating Expenses to exceed the (i) the expense limitations then in effect, if any, and (ii) the expense limitations in effect at the time the expensesto be repaid were incurred. As of February 29, 2016, the Adviser may seek repayment of investment advisory fee reductions and expense reimbursements totaling $63,112 and $22,816 for Alambic Small Cap Value Plus Fund and Alambic Small Cap Growth Plus Fund, respectively, no later than February 28, 2019.

An officer of the Funds is also an officer of the Adviser.

35

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

OTHER SERVICE PROVIDERS

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

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

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

TRUSTEE COMPENSATION

Each Independent Trustee receives from each Fund of the Trust a fee of $500 for each Board meeting attended plus reimbursement of travel and other meeting-related expenses. Each Independent Trustee also receives a $500 annual retainer from each Fund of the Trust.

PRINCIPAL HOLDERS OF FUND SHARES

As of February 29, 2016, the following shareholders owned of record 5% or more of the outstanding shares of each Fund:

Name of Record Owner	% Ownership
Alambic Small Cap Value Plus Fund
Kawishiwi Partners Trust	50%
Robert T. Slaymaker	25%
Alambic Small Cap Growth Plus Fund
Kawishiwi Partners Trust	80%
Robert T. Slaymaker	20%

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

5. Sector Risk

If a Fund has significant investments in the securities of issuers within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss in the Fund and increase the volatility of the Fund’s NAV per share. Occasionally, market conditions, regulatory changes or other developments may negatively impact this sector, and therefore the value of the Fund’s portfolio will be adversely affected. As of February 29, 2016, Alambic Small Cap Value Plus Fund had

36

ALAMBIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

25.5% of the value of its net assets invested in securities within the Financials sector and Alambic Small Cap Growth Plus Fund had 25.0% of the value of its net assets invested in securities within the Information Technology sector.

6. Contingencies and Commitments

The Funds indemnify the Trust’s officers and Trustees for certain liabilities that might arise from their performance of their duties to the Funds. Additionally, in the normal course of business the Funds enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.

7. Subsequent Events

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

37

ALAMBIC FUNDS
ABOUT YOUR FUNDS’ EXPENSES (Unaudited)

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

A mutual fund’s ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The expenses in the table below are based on an investment of $1,000 made at the beginning of the most recent period (September 1, 2015 and December 29, 2015 for Alambic Small Cap Value Plus Fund and Alambic Small Cap Growth Plus Fund, respectively) and held until the end of the period (February 29, 2016).

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

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

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

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

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

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

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

38

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

	Beginning Account Value September 1, 2015	Ending Account Value February 29, 2016	Net Expense Ratio(a)	Expenses Paid During Period(b)
Alambic Small Cap Value Plus Fund
Actual Fund Return	$1,000.00	$ 951.60	1.20%	$5.82
Hypothetical 5% Return (before expenses)	$1,000.00	$ 1,018.90	1.20%	$6.02

(a)	Annualized, based on the Fund’s most recent one-half year expenses.
(b)	Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

	Beginning Account Value September 1, 2015(a)	Ending Account Value February 29, 2016	Net Expense Ratio(b)	Expenses Paid During Period(c)
Alambic Small Cap Growth Plus Fund
Actual Fund Return	$1,000.00	$ 927.00	1.20%	$1.99
Hypothetical 5% Return (before expenses)	$1,000.00	$ 1,018.90	1.20%	$6.02

(a)	Beginning Account Value is as of December 29, 2015 (date of commencement of operations) for the Actual Fund Return Information.
(b)	Annualized, based on the Fund’s expenses for the period since inception.
(c)	Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 63/366 (to reflect the period since inception) and 182/366 (to reflect the one-half year period), for Actual Fund Return and Hypothetical 5% Return information, respectively.

39

ALAMBIC FUNDS
OTHER INFORMATION (Unaudited)

A description of the policies and procedures that the Funds use to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-888-890-8988, or on the U.S. Securities and Exchange Commission (“SEC”) website at http://www.sec.gov. Information regarding how the Funds voted proxies relating to portfolio securities during the period ended June 30 will be available on or before August 31, 2016 without charge upon request by calling toll-free 1-888-890-8988, or on the SEC’s website at http://www.sec.gov.

The Trust files a complete listing of portfolio holdings for the Funds with the SEC as of the end of the first and third quarters of each fiscal year on Form N-Q. These filings are available upon request by calling 1-888-890-8988. Furthermore, you may obtain a copy of the filings on the SEC’s website at http://www.sec.gov. The Trust’s Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

40

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

The Board, including the Independent Trustees voting separately, reviewed and approved the Alambic Agreement with the Adviser for an initial two-year term for the Alambic Small Cap Value Plus Fund (the “Alambic Value Fund”) and a term of about 20 months for the Alambic Small Cap Growth Plus Fund (the “Alambic Growth Fund”). For the Alambic Value Fund, the Board approved the Alambic Agreement at an in-person meeting held on July 20 and 21, 2015, at which all of the Trustees were present; for the Alambic Growth Fund, the Board approved an amendment to Schedule A to the Alambic Agreement to include the Alambic Growth Fund at a similar meeting held on October 19 and 20, 2015.

In the course of their deliberations, the Board was advised by legal counsel. The Board received and reviewed a substantial amount of information provided by the Adviser in response to requests of the Board and counsel.

In considering the Alambic Agreement and reaching its conclusions with respect thereto, the Board reviewed and analyzed various factors that it determined were relevant, including the factors described below.

The nature, extent, and quality of the Adviser’s services to the Funds. In this regard, the Board considered the Adviser’s responsibilities and services under the Alambic Agreement, including, without limitation, the Adviser’s procedures for formulating investment recommendations and assuring compliance with each Fund’s investment objective and limitations, proposed initial marketing and distribution efforts, and compliance procedures and practices. After reviewing the foregoing and further information regarding the Adviser’s services, the Board concluded that the quality, extent, and nature of the services to be provided by the Adviser are satisfactory and adequate for each Fund.

The Adviser’s investment management capabilities and experience. In this regard, the Board considered the investment management experience of the Adviser, including the Adviser’s experience and plans for implementing each Fund’s investment objective and strategies. The Board also considered the Adviser’s experience in managing similar types of strategies and building quantitative models, and its plans for implementing such strategies and models. In particular, the Board reviewed the Adviser’s prior experience and performance with other accounts that had similar investment objectives and strategies for each Fund. The Board also considered the similarities and differences between Alambic Value Fund and Alambic Growth Fund. After consideration of these factors, as well as other factors, the Board determined that the Adviser has the requisite experience to serve as investment adviser for each Fund.

The costs of the services to be provided and profits to be realized by the Adviser from the relationship with the Funds. In this regard, the Board considered the Adviser’s staffing, personnel, and methods of operation; the education and experience of its key personnel; its compliance program, policies, and procedures; its financial condition; the projected asset levels of each Fund; and the overall expenses of the Funds, including their respective advisory fee. The Board reviewed the ELA, and noted the benefits that would result to each Fund from the Adviser’s commitment to reduce its advisory fee or reimburse other operating expenses until August 31, 2018. The Board considered the Adviser’s financial condition and its ability to

41

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

satisfy its financial commitments to each Fund. The Board also considered potential benefits for the Adviser in managing the Funds, including promotion of the Adviser’s name. The Board compared each Fund’s proposed advisory fee and overall expense ratio to other comparable funds (in terms of the type of fund, the style of investment management, the projected size of the Fund, and the nature of the investment strategy) and the fees charged by the Adviser to its other managed accounts.

For Alambic Value Fund, the Board noted that its advisory fee of 0.95% was equal to the average and slightly above the median for funds in its custom peer group, and the fee was in the third quartile of the larger Morningstar Small Cap Value Category. The Board further noted that the proposed overall annual expense ratio of 1.20% for the Fund is in the top quartile of the Fund’s custom peer group (i.e., at the less expensive end of the range). Additionally, the proposed overall annual expense ratio is also in the top quartile of the Morningstar Small Cap Value Category.

For Alambic Growth Fund, the Board noted that its advisory fee of 0.95% was slightly above the average and slightly below the median for its custom peer group, and the fee was in the third quartile of the Morningstar Small Cap Growth Category. The Board further noted that the proposed total expense ratio of 1.20% is above the average and median for the Fund’s custom peer group, but below the average and median of the Morningstar Small Cap Growth Category.

Upon further consideration of the foregoing, the Board concluded that the proposed advisory fees to be paid to the Adviser by each Fund are fair and reasonable.

The extent to which the Funds and their investors would benefit from economies of scale. In this regard, the Board considered the Alambic Agreement and the ELA. The Board determined that the shareholders of each Fund would benefit from the ELA until each Fund’s assets grew to a level where its expenses are below the expense limit. The Board considered each Fund’s projected asset levels, expectations for growth, and fees, and determined that the Funds’ fee arrangements with the Adviser would provide benefits for the next two years (for the Alambic Value Fund) and 20 months (for the Alambic Growth Fund). The Board concluded the Funds’ arrangements with the Adviser were fair and reasonable in relation to the nature and quality of the Adviser’s services.

Brokerage and portfolio transactions. In this regard, the Board considered the Adviser’s policies and procedures as it relates to seeking best execution for its clients, including the Funds. The Board also considered the anticipated portfolio turnover rate for each Fund; the method and basis for selecting and evaluating the broker-dealers used by the Adviser; any anticipated allocation of portfolio business to persons affiliated with the Adviser; and the extent to which the Funds’ trades may be allocated to soft-dollar arrangements. After further review and discussion, the Board determined that the Adviser’s practices regarding brokerage and portfolio transactions were satisfactory.

42

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

Possible conflicts of interest. In evaluating the possibility for conflicts of interest, the Board considered such matters as the Adviser’s processes and best execution procedures. The Board also considered the substance and administration of the Adviser’s code of ethics. Following further consideration and discussion, the Board determined that the Adviser’s standards and practices relating to the identification and mitigation of potential conflicts of interests were satisfactory.

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

43

This page intentionally left blank.

This page intentionally left blank.

BLUE CURRENT GLOBAL DIVIDEND FUND

INSTITUTIONAL CLASS (BCGDX)

Semi-Annual Report

February 29, 2016

(Unaudited)

BLUE CURRENT GLOBAL DIVIDEND FUND
LETTER TO SHAREHOLDERS March 29, 2016

Dear Shareholders:

The global equity markets continue to be volatile and influenced by global central bank tinkering, a global currency war, and a commodity bear market. All three factors have led to uncertainty over global growth prospects and have resulted in a profits recession. The S&P 500 Index, for example, has experienced three consecutive quarters of declining earnings through year-end 2015, which has not occurred since 2008-2009.

Not surprisingly, global equities were down over 5% over the six month period ending February 29, 2016. The Blue Current Global Dividend Fund (the “Fund”) has navigated through the six months of rough seas relatively well with a -1.5% return. Year-to-date through February 29th, the Fund was down -2.5% while the US and global equity markets were down between -4 to -8% during this period. While we do not manage the Fund to a specific index, the Fund’s benchmark, the MSCI World High Dividend Yield Index, was down -2.8% since the beginning of the year, and down -0.5% during the six months ended February 29, 2016. Since inception, the Fund has proved the benefits of its high quality dividend approach by outperforming the Fund’s benchmark by 3.8%.

The top 5 contributors to the Fund over the last six months were Kimberly Clark, ACE/Chubb, Microsoft, Spectra Energy, and National Health Investors. These 5 winners contributed with a +2.3% return. However, they were equally offset by the top 5 losers in the portfolio which were Novartis, Volkswagen, Abbot Labs, Wells Fargo, and BB&T. Broadly speaking, our stock selection was solid during the six month period as measured by 52% of the Fund’s stocks up, while 48% were down.

The Fund was particularly active during the last quarter to take advantage of the dislocation in the equity markets over fears from China, central bank policy, and declining commodity prices. New positions include Spectra Energy, Home Depot, Exxon Mobil, Walgreens Boots, Brinker International, Bank of NY Mellon, Apple, Intercontinental Hotels, and Schlumberger. We exited BB&T, Kingfisher, Pentair, Ford, Cinemark, and Target. We are excited about upgrading the Fund with these new positions which offer attractive dividend yields, dividend growth, and total return potential. In fact, the Fund has owned several of the new positions before, including Apple, which we last sold 25% higher than our re-entry price, and we are thrilled to see them decline to another attractive entry point for the Fund to own again.

For the first time since the inception of the Fund, the Fund was fully invested, with cash representing 0.3% of the portfolio. The Fund’s geographic exposure is measured under two criteria. From a domicile perspective, 37% of the portfolio is domiciled outside the US. From a sales perspective, 53% of the portfolio consists of companies whose revenues outside the US are greater than 50%.

1

It is important to remind shareholders of our philosophy and objectives. In the current environment, investors need to make every penny work for them. With yield in short supply and safe income streams providing little return, high quality companies with growing and sustainable cash flow from across the globe might be less risky than you think – and more fruitful. Over the long run, we believe dividends matter.

The Fund utilizes its investment expertise in growing cash flow through what we believe is a niche universe of high quality, dividend-paying companies with sustainable business models and dividend policies. The primary objectives are to pay a stable and increasing dividend each quarter and deliver attractive long term capital appreciation to investors.

The Blue Current investment team concentrates on a select portfolio of 25-50 companies across developed markets that meet our stringent quality standards. We focus on companies that we believe have a strong history of rewarding shareholders and have the financial ability to continue to increase the dividend over time. We also focus on the future earnings potential of each company and strive to purchase those businesses when they are trading at a discount to what we believe is their true value.

At the time of this writing, the markets have recovered from their February 11 bottom. The increase in volatility continues to be associated with central bank policies which impact rates, currencies and commodity prices. The near-term high correlation of oil and stock prices is unprecedented. When oil drops, stocks drop and vice versa.

What currently keeps us up at night is a negative feedback loop from the Federal Reserve’s (the “Fed”) policy. For example, an increase in US rates potentially strengthens the dollar, decreases commodity prices, pressures the high yield and equity markets, and ultimately increases savings (wealth effect) which leads to a slowdown in consumer spending and a US recession. Meanwhile, a stronger dollar from Fed tightening potentially leads to another China Yuan devaluation which could lead to further weakness in emerging markets. This all leads to a decline in oil/commodities which feeds back to lower asset prices.

To illustrate the impact of currency and commodities further in the US as an example, the S&P 500 Index is in a profits recession since Q3 2014 due to a 25% appreciation in the dollar and a 60% decline in commodity prices. As discussed earlier, this is the first time since 2008-2009 that the S&P 500 Index’s earnings-per-share has declined for three consecutive quarters, resulting in a 22% decline in quarterly earnings since its Q3 2014 peak (Source: Standard & Poors).

Our outlook is straightforward: the US consumer is critical to the global economy. Right now we believe the US consumer is healthy, and personal consumption, which represents 69% of US GDP, is moderate. Meanwhile, oil declines of this magnitude have never led to a US recession. A global recession has never occurred without a US recession. Our base case is that the market’s earnings contribution from energy cannot get much worse from its current low base (a negative 4.2% earnings contribution over the last year compared to a positive 11.6% one-year earnings contribution from the third quarter of 2014) and that the US energy market only represents 1% of total US employment. The focus is on the consumer and, as mentioned before, Fed policy may ultimately determine the outcome of consumer health and confidence by its actions.

2

In summary, our near-term outlook continues to be for a low return stock market environment which makes us thankful for the strategy we run: dividends will likely make up a greater portion of total equity returns. We remain disciplined with our process to not overpay for the companies we seek: a select portfolio of high quality businesses that offer a high dividend yield (>3%) and a high dividend growth rate (>10%). The portfolio today is yielding 3.3% and we anticipate achieving a 10% growth rate in dividends by the end of the year (the Fund’s 30-day SEC yield as of February 29, 2016 was 1.9%).

Our focus on high quality companies with strong balance sheets and business models that can sustain current and higher dividend payouts should be a relative winner in the environment we anticipate, particularly if value stocks come into fashion again – which appears to be the case thus far in the first two months of 2016.

Sincerely,

Henry “Harry” M. T. Jones Co-Portfolio Manager Blue Current Global Dividend Fund	Dennis Sabo, CFA Co-Portfolio Manager Blue Current Global Dividend Fund

3

Disclosure and Risk Summary

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

An investor should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. The Fund’s prospectus contains this and other important information. To obtain a copy of the Fund’s prospectus please visit our website at www.bluecurrentfunds.com or call 1-800-514-3583 and a copy will be sent to you free of charge. Please read the prospectus carefully before you invest. The Fund is distributed by Ultimus Fund Distributors, LLC.

The Letter to Shareholders seeks to describe some of the Adviser’s current opinions and views of the financial markets. Although the Adviser believes it has a reasonable basis for any opinions or views expressed, actual results may differ, sometimes significantly so, from those expected or expressed. The securities held by the Fund that are discussed in the Letter to Shareholders were held during the period covered by this Report. They do not comprise the entire investment portfolio of the Fund, may be sold at any time, and may no longer be held by the Fund. For a complete list of securities held by the Fund as of February 29, 2016, please see the Schedule of Investments section of the Semi-Annual Report. The opinions of the Fund’s adviser with respect to those securities may change at any time.

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

4

BLUE CURRENT GLOBAL DIVIDEND FUND
PORTFOLIO INFORMATION
February 29, 2016 (Unaudited)

Sector Diversification
(% of Net Assets)

Top Ten Equity Holdings

Security Description	% of Net Assets
Comcast Corporation - Class A	4.0%
Chubb Ltd.	4.0%
Wells Fargo & Company	3.9%
Vodafone Group plc - ADR	3.3%
Unilever plc - ADR	3.0%
C.H. Robinson Worldwide, Inc.	3.0%
Accenture plc - Class A	3.0%
Stanley Black & Decker, Inc.	3.0%
Abbott Laboratories	2.9%
United Parcel Service, Inc. - Class B	2.9%

5

BLUE CURRENT GLOBAL DIVIDEND FUND SCHEDULE OF INVESTMENTS February 29, 2016 (Unaudited)
COMMON STOCKS — 98.7%	Shares		Value
Consumer Discretionary — 21.3%
Hotels, Resturants & Leisure — 3.5%
Brinker International, Inc.		9,450	$	470,610
InterContinental Hotels Group plc - ADR		17,860		674,929
				1,145,539
Household Durables — 1.6%
Leggett & Platt, Inc.		11,240		501,978
Leisure Products — 2.0%
Hasbro, Inc.		8,445		640,722
Media — 10.4%
Cinemark Holdings, Inc.		22,500		744,750
Comcast Corporation - Class A		22,530		1,300,657
Sky plc (a)		48,460		699,938
WPP plc (a)		30,420		640,780
				3,386,125
Specialty Retail — 2.0%
Home Depot, Inc. (The)		5,175		642,321
Textiles, Apparel & Luxury Goods — 1.8%
Christian Dior SE (a)		3,390		596,138
Consumer Staples — 14.9%
Beverages — 2.0%
Diageo plc - ADR		6,307		647,098
Food & Staples Retailing — 3.9%
Walgreens Boots Alliance, Inc.		6,000		473,640
Wal-Mart Stores, Inc.		12,054		799,662
				1,273,302
Food Products — 7.5%
Danone SA (a)		11,700		813,706
Nestlé SA - ADR		9,225		644,459
Unilever plc - ADR		22,735		973,513
				2,431,678
Household Products — 1.5%
Kimberly-Clark Corporation		3,730		486,019

See accompanying notes to financial statements.

6

BLUE CURRENT GLOBAL DIVIDEND FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 98.7% (Continued)	Shares		Value
Energy — 8.6%
Energy Equipment & Services — 1.5%
Schlumberger Ltd.		6,766	$	485,257
Oil, Gas & Consumable Fuels — 7.1%
Enterprise Products Partners, L.P.		28,300		661,371
Exxon Mobil Corporation		3,860		309,379
Magellan Midstream Partners, L.P.		9,860		666,339
Spectra Energy Partners, L.P.		14,300		662,233
				2,299,322
Financials — 14.0%
Banks — 3.9%
Wells Fargo & Company		27,195		1,275,989
Capital Markets — 2.1%
Bank of New York Mellon Corporation (The)		19,300		683,027
Insurance — 6.1%
Allianz SE (a)		4,700		697,133
Chubb Ltd.		11,120		1,284,694
				1,981,827
Real Estate Investment Trusts (REITs) — 1.9%
National Health Investors, Inc.		9,900		622,809
Health Care — 8.8%
Health Care Equipment & Supplies — 2.9%
Abbott Laboratories		24,815		961,333
Pharmaceuticals — 5.9%
Johnson & Johnson		5,900		620,739
Novartis AG - ADR		9,080		645,679
Pfizer, Inc.		21,600		640,872
				1,907,290
Industrials — 11.6%
Air Freight & Logistics — 5.9%
C.H. Robinson Worldwide, Inc.		13,920		972,034
United Parcel Service, Inc. - Class B		9,780		944,259
				1,916,293
Electrical Equipment — 2.7%
Eaton Corporation plc		15,694		890,007
Machinery — 3.0%
Stanley Black & Decker, Inc.		10,255		964,073

See accompanying notes to financial statements.

7

BLUE CURRENT GLOBAL DIVIDEND FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 98.7% (Continued)	Shares		Value
Information Technology — 11.0%
IT Services — 5.5%
Accenture plc - Class A		9,690	$	971,519
Amadeus IT Holding SA - A Shares (a)		20,000		802,807
				1,774,326
Semiconductors & Semiconductor Equipment — 2.0%
Texas Instruments, Inc.		12,255		649,760
Software — 2.5%
Microsoft Corporation		15,920		810,010
Technology Hardware, Storage & Peripherals — 1.0%
Apple, Inc.		3,370		325,845
Materials — 2.5%
Chemicals — 2.5%
Dow Chemical Company (The)		17,000		826,370
Telecommunication Services — 6.0%
Diversified Telecommunication Services — 2.7%
Verizon Communications, Inc.		17,285		876,868
Wireless Telecommunication Services — 3.3%
Vodafone Group plc - ADR		34,910		1,061,264
Total Common Stocks (Cost $32,579,642)			$	32,062,590

MONEY MARKET FUNDS — 0.3%	Shares		Value
First American Government Obligations Fund - Class Z, 0.174% (b) (Cost $101,425)		101,425	$	101,425
Total Investments at Value — 99.0% (Cost $32,681,067)			$	32,164,015
Other Assets in Excess of Liabilities — 1.0%				335,655
Net Assets — 100.0%			$	32,499,670

ADR - American Depositary Receipt
(a)	Fair value priced (Note 1). Fair valued securities totaled $4,250,502 at February 29, 2016, representing 13.1% of net assets.
(b)	The rate shown is the 7-day effective yield as of February 29, 2016.
See accompanying notes to financial statements.

8

BLUE CURRENT GLOBAL DIVIDEND FUND SUMMARY OF COMMON STOCKS BY COUNTRY February 29, 2016 (Unaudited)
Country	Values		% of Net Assets
United States	$	19,533,669		60.1	%
United Kingdom		4,056,742		12.5	%
Switzerland		2,574,832		7.9	%
Ireland		1,861,526		5.7	%
France		1,409,844		4.4	%
Spain		802,807		2.5	%
Germany		697,133		2.1	%
Jersey		640,780		2.0	%
Netherlands		485,257		1.5	%
	$	32,062,590		98.7	%

See accompanying notes to financial statements.

9

BLUE CURRENT GLOBAL DIVIDEND FUND STATEMENT OF ASSETS AND LIABILITIES February 29, 2016 (Unaudited)
ASSETS
Investments in securities:
At acquisition cost	$	32,681,067
At value (Note 2)	$	32,164,015
Dividends receivable		75,340
Receivable for capital shares sold		1,801,063
Other assets		13,169
TOTAL ASSETS		34,053,587
LIABILITIES
Payable for investment securities purchased		1,530,316
Payable for capital shares redeemed		4,063
Payable to Adviser (Note 4)		8,413
Payable to administrator (Note 4)		5,840
Other accrued expenses		5,285
TOTAL LIABILITIES		1,553,917
NET ASSETS	$	32,499,670
NET ASSETS CONSIST OF:
Paid-in capital	$	34,283,477
Accumulated net investment income		136,041
Accumulated net realized losses from securities transactions		(1,402,796	)
Net unrealized depreciation on investments		(517,052	)
NET ASSETS	$	32,499,670
PRICING OF INSTITUTIONAL SHARES (Note 1)
Net assets applicable to Institutional Shares	$	32,499,670
Shares of Institutional Shares outstanding (no par value, unlimited number of shares outstanding)		3,529,472
Net asset value, offering and redemption price per share (Note 2)	$	9.21

See accompanying notes to financial statements.

10

BLUE CURRENT GLOBAL DIVIDEND FUND STATEMENT OF OPERATIONS For the Six Months Ended February 29, 2016 (Unaudited)
INVESTMENT INCOME
Dividends	$	412,707
Foreign withholding taxes on dividends		(8,099	)
		404,608
EXPENSES
Investment advisory fees (Note 4)		151,907
Professional fees		18,650
Administration fees (Note 4)		15,334
Fund accounting fees (Note 4)		14,204
Transfer agent fees (Note 4)		8,500
Registration and filing fees		7,476
Custodian and bank service fees		7,167
Compliance fees and expenses (Note 4)		6,669
Trustees’ fees and expenses (Note 4)		5,154
Printing of shareholder reports		4,440
Postage and supplies		2,806
Insurance expense		2,060
Pricing fees		1,999
Other expenses		4,337
TOTAL EXPENSES		250,703
Fee reductions by the Adviser (Note 4)		(98,796	)
NET EXPENSES		151,907
NET INVESTMENT INCOME		252,701
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS AND FOREIGN CURRENCY TRANSLATION
Net realized gains (losses) from:
Security transactions		(1,374,758	)
Foreign currency transactions (Note 5)		16,088
Net change in unrealized appreciation/depreciation on:
Investments		549,947
Forward foreign currency contracts (Note 5)		21,077
NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS AND FOREIGN CURRENCY TRANSLATION		(787,646	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(534,945	)

See accompanying notes to financial statements.

11

BLUE CURRENT GLOBAL DIVIDEND FUND STATEMENTS OF CHANGES IN NET ASSETS
	Six Months Ended February 29, 2016 (Unaudited)			Period Ended August 31, 2015(a)
FROM OPERATIONS
Net investment income	$	252,701		$	477,077
Net realized gains (losses) from:
Security transactions		(1,374,758	)		(401,152	)
Foreign currency transactions		16,088			1,290
Net change in unrealized appreciation/depreciation on:
Investments		549,947			(1,066,999	)
Forward foreign currency contracts		21,077			(21,077	)
Net decrease in net assets resulting from operations		(534,945	)		(1,010,861	)
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income, Institutional Shares		(226,324	)		(334,811	)
FROM CAPITAL SHARE TRANSACTIONS
Institutional Shares
Proceeds from shares sold and issued from transfer in-kind (Note 1)		7,040,148			32,922,241
Net asset value of shares issued in reinvestment of distributions		113,448			116,698
Payments for shares redeemed		(3,990,901	)		(1,595,023	)
Net increase in Institutional Shares net assets from capital share transactions		3,162,695			31,443,916
TOTAL INCREASE IN NET ASSETS		2,401,426			30,098,244
NET ASSETS
Beginning of period		30,098,244			—
End of period	$	32,499,670		$	30,098,244
ACCUMULATED NET INVESTMENT INCOME	$	136,041		$	93,576
CAPITAL SHARE ACTIVITY
Institutional Shares
Shares sold and issued from transfer in-kind (Note 1)		754,439			3,342,251
Shares reinvested		12,086			11,832
Shares redeemed		(431,020	)		(160,116	)
Net increase in shares outstanding		335,505			3,193,967
Shares outstanding, beginning of period		3,193,967			—
Shares outstanding, end of period		3,529,472			3,193,967

(a)	Represents the period from the commencement of operations (September 18, 2014) through August 31, 2015.
See accompanying notes to financial statements.

12

BLUE CURRENT GLOBAL DIVIDEND FUND INSTITUTIONAL SHARES FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout Each Period
	Six Months Ended February 29, 2016 (Unaudited)			Period Ended August 31, 2015(a)
Net asset value at beginning of period	$	9.42		$	10.00
Income (loss) from investment operations:
Net investment income		0.07			0.16
Net realized and unrealized losses on investments		(0.21	)		(0.62	)
Total from investment operations		(0.14	)		(0.46	)
Less distributions:
From net investment income		(0.07	)		(0.12	)
Net asset value at end of period	$	9.21		$	9.42
Total return (b)		(1.53%	)(c)		(4.65%	)(c)
Net assets at end of period	$	32,499,670		$	30,098,244
Ratios/supplementary data:
Ratio of total expenses to average net assets		1.64	%(d)		1.68	%(d)
Ratio of net expenses to average net assets (e)		0.99	%(d)		0.99	%(d)
Ratio of net investment income to average net assets (e)		1.65	%(d)		2.04	%(d)
Portfolio turnover rate		36	%(c)		72	%(c)

(a)	Represents the period from the commencement of operations (September 18, 2014) through August 31, 2015.
(b)	Total return is a measure of the change in value of an investment in the Fund over the periods covered, which assumes any dividends and capital gain distributions are reinvested in shares of the Fund. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Adviser had not reduced advisory fees and/or reimbursed expenses (Note 4).
(c)	Not annualized.
(d)	Annualized.
(e)	Ratio was determined after advisory fee reductions and/or expense reimbursements (Note 4).
See accompanying notes to financial statements.

13

BLUE CURRENT GLOBAL DIVIDEND FUND
NOTES TO FINANCIAL STATEMENTS
February 29, 2016 (Unaudited)

1. Organization

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

On September 18, 2014, the Fund accepted cash and securities at fair value, pursuant to the Fund’s valuation procedures, from certain clients of Edge Advisors, LLC (the “Adviser”). For book purposes, the cost basis recorded was equal to the securities’ fair value as of the close of the New York Stock Exchange (“NYSE”) on September 18, 2014. The net assets and shares issued resulting from these tax-free transactions were as follows:

Net Assets	Shares Issued
$6,789,313	678,931.3

After the Fund acquired the cash and securities of the Adviser’s clients in exchange for Fund shares, the Fund commenced operations on September 18, 2014.

The investment objective of the Fund is current income and capital appreciation.

The Fund currently offers one class of shares: Institutional Class shares (sold without any sales loads or 12b-1 fees and subject to a $100,000 initial investment requirement). As of February 29, 2016, the Investor Class shares (to be sold without any sales loads, but subject to a 12b-1 fee of up to 0.25% of the class’ average daily net assets and subject to a $2,500 initial investment requirement) are not currently offered. When both classes are offered, each share class will represent an ownership interest in the same investment portfolio.

2. Significant Accounting Policies

The following is a summary of the Fund’s significant accounting policies. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). As an investment company, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2013-08, the Fund follows accounting and reporting guidance under FASB Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”

Securities valuation – The Fund values its portfolio securities at market value as of the close of regular trading on the NYSE (normally 4:00 p.m. Eastern Time) on each day the NYSE is open for business. The Fund values its listed securities on the basis of the security’s last sale price on the security’s primary exchange, if available, otherwise at

14

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

the exchange’s most recently quoted bid price. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value in accordance with procedures established by and under the general supervision of the Board of Trustees (the “Board”) of the Trust. Under these procedures, the securities will be classified as Level 2 or 3 within the fair value hierarchy (see below), depending on the inputs used. Unavailable or unreliable market quotes may be due to the following factors: a substantial bid-ask spread; infrequent sales resulting in stale prices; insufficient trading volume; small trade sizes; a temporary lapse in any reliable pricing source; and actions of the securities or futures markets, such as the suspension or limitation of trading. As a result, the prices of securities used to calculate the Fund’s net asset value (“NAV”) may differ from quoted or published prices for the same securities. All foreign securities are fair valued and translated from the local currency into U.S. dollars using currency exchange rates supplied by an independent pricing quotation service.

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

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

● Level 1 – quoted prices in active markets for identical securities

● Level 2 – other significant observable inputs

● Level 3 – significant unobservable inputs

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

The Fund’s foreign equity securities actively traded in foreign markets may be classified as Level 2 despite the availability of closing prices because such securities are typically valued at their fair value as determined by an independent pricing service. The Board has authorized the Fund to retain an independent pricing service to determine the fair value of its foreign securities because the value of such securities may be materially affected by events occurring before the Fund’s pricing time but after the close of the primary markets or exchanges on which such foreign securities are traded. These intervening events might be country-specific (e.g., natural disaster, economic or political developments, interest rate change); issuer specific (e.g., earnings report, merger announcement); or U.S. markets-specific (such as a significant movement in the U.S. markets that is deemed to affect the value of foreign securities). The pricing service uses an automated system

15

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

incorporating a model based on multiple parameters, including a security’s local closing price, relevant general and sector indices, currency fluctuations, trading in depositary receipts and futures, if applicable, and/or research valuations by its staff, in determining what it believes is the fair value of the securities.

The following is a summary of the inputs used to value the Fund’s investments as of February 29, 2016:

	Level 1		Level 2		Level 3		Total
Common Stocks	$	27,812,088	$	4,250,502	$	—	$	32,062,590
Money Market Funds		101,425		—		—		101,425
Total	$	27,913,513	$	4,250,502	$	—	$	32,164,015

Refer to the Fund’s Schedule of Investments for a listing of the common stocks by industry type. As of February 29, 2016, the Fund did not have any transfers between Levels. In addition, the Fund did not have any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of February 29, 2016. It is the Fund’s policy to recognize transfers between Levels at the end of the reporting period.

Foreign currency translation – Amounts and securities denominated in or expected to settle in foreign currencies are translated into U.S. dollars based on exchange rates on the following basis:

A. The fair values of investment securities and other assets and liabilities are translated as of the close of the NYSE each day.

B. Purchases and sales of investment securities and income and expenses are translated at the rate of exchange prevailing as of 4:00 p.m. EST on the respective date of such transactions.

C. The Fund does not isolate that portion of the results of operations caused by changes in foreign exchange rates on investments from those caused by changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses on investments.

Reported net realized foreign exchange gains or losses arise from 1) purchases and sales of foreign currencies, 2) currency gains or losses realized between the trade and settlement dates on securities transactions and 3) the difference between the amounts of dividends and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Reported net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities that result from changes in exchange rates.

16

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

Forward foreign currency exchange contracts – The Fund may use forward foreign currency exchange contracts to hedge exposure to foreign currency. All foreign currency exchange contracts are “marked-to-market” daily at the applicable translation rates, resulting in unrealized gains or losses. Realized and unrealized gains or losses from transactions in foreign currency exchange contracts will be included in the Fund’s Statement of Assets and Liabilities and Statement of Operations. Risks associated with these contracts include the potential inability of counterparties to meet the terms of their contracts and unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

Share valuation – The NAV per share of each class of the Fund is calculated daily by dividing the total value of the assets attributable to that class, less liabilities attributable to that class, by the number of shares outstanding of that class. The offering price and redemption price per share of each class of the Fund is equal to the NAV per share of such class, except that shareholders of the Fund are subject to a redemption fee equal to 2.00% of the NAV of the Fund shares redeemed within 7 days of purchase, except for involuntary redemptions of accounts that fall below the minimum investment amount or the redemption of Fund shares representing reinvested dividends, capital gain distributions, or capital appreciation (the “Redemption Fee”). During the periods ended February 29, 2016 and August 31, 2015, no shareholder transactions were subject to the Redemption Fee.

Investment income – Dividend income is recorded on the ex-dividend date. Interest income is accrued as earned. The Fund may invest in real estate investment trusts (REITs) that pay distributions to their shareholders based on available funds from operations. It is common for these distributions to exceed the REIT’s taxable earnings and profits resulting in the excess portion of such distribution to be designated as return of capital. Distributions received from REITs are generally recorded as dividend income and, if necessary, are reclassified annually in accordance with tax information provided by the underlying REITs. The Fund may also invest in master limited partnerships (“MLPs”) whose distributions generally are comprised of ordinary income, capital gains and return of capital from the MLP. For financial statement purposes, the Fund records all income received as ordinary income. This amount may be subsequently revised based on information received from MLPs after their tax reporting periods are concluded, as the actual character of these distributions is not known until after the fiscal year end of the Fund. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

Security transactions – Security transactions are accounted for on the trade date. Gains and losses on securities sold are determined on a specific identification basis.

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

17

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

Distributions to shareholders – Distributions to shareholders arising from net investment income are declared and paid quarterly to shareholders. Net realized capital gains, if any, are distributed at least annually. The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. The tax character of distributions paid during the periods ended February 29, 2016 and August 31, 2015 was ordinary income. On March 31, 2016, the Fund paid an ordinary income dividend of $0.0298 per share to shareholders of record on March 30, 2016.

Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, each as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Federal income tax – The Fund has qualified and intends to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”). Qualification generally will relieve the Fund of liability for federal income taxes to the extent 100% of its net investment income and net realized capital gains are distributed in accordance with the Code. Accordingly, no provision for income tax has been made.

In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Fund’s intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the 12 months ended October 31) plus undistributed amounts from prior years.

The following information is computed on a tax basis for each item as of February 29, 2016:

Tax cost of portfolio investments	$	32,563,449
Gross unrealized appreciation	$	1,204,882
Gross unrealized depreciation		(1,604,316	)
Net unrealized depreciation on investments		(399,434	)
Undistributed ordinary income		50,490
Capital loss carryforward		(51,424	)
Other losses		(1,309,346	)
Accumulated deficit	$	(1,709,714	)

The difference between the federal income tax cost of portfolio investments and the financial statement cost is due to certain timing differences in the recognition of capital gains or losses under income tax regulations and GAAP. These “book/tax” differences

18

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

are temporary in nature and are primarily due to the tax deferral of losses on wash sales, the tax treatment of the cost of securities received as in-kind subscriptions at the inception of the Fund, and the tax treatment of income and capital gains on publicly-traded partnerships held by the Fund.

After the Fund acquired the cash and securities of the Adviser’s clients in exchange for Fund shares, the Fund began operations on September 18, 2014. As these transactions were determined to be non-taxable transactions by management, the Fund elected to retain the securities’ original cost basis for tax purposes. The cost of the contributed securities as of September 18, 2014, was $6,216,553, resulting in unrealized appreciation on investments of $400,241 as of that date.

As of August 31, 2015, the Fund had a short-term capital loss carryforward of $51,424 for federal income tax purposes. This capital loss carryforward, which does not expire, may be utilized in the current and future years to offset net realized capital gains, if any, prior to distributing such gains to shareholders.

For the six months ended February 29, 2016, the following reclassifications were made on the Statement of Assets and Liabilities as a result of permanent differences in the recognition of capital gains or losses under income tax regulations and GAAP:

Accumulated net investment income	$	16,088
Accumulated net realized losses from securities transactions	$	33,299
Paid-in capital	$	(49,387	)

These differences are primarily due to the tax treatment of the following: the cost of in-kind subscriptions received from shareholders at the inception of the Fund, income and capital gains on publicly-traded partnerships held by the Fund, and net realized gains from foreign currency transactions. Such reclassifications, the result of permanent differences between financial statement and income tax reporting requirements, have no effect on the Fund’s net assets or NAV per share.

The Fund recognizes the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has reviewed the Fund’s tax positions for the current period and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements.

3. Investment Transactions

During the six months ended February 29, 2016, cost of purchases and proceeds from sales of investment securities, other than short-term investments, were $14,778,145 and $10,893,031, respectively.

19

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

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 an advisory fee, computed and accrued daily and paid monthly, at the annual rate of 0.99% of its average daily net assets.

Pursuant to an Expense Limitation Agreement between the Fund and the Adviser (the “ELA”), the Adviser has agreed, until January 1, 2018, to reduce its investment advisory fees and reimburse other expenses to limit Total Annual Fund Operating Expenses (exclusive of brokerage costs; taxes; interest; Acquired Fund fees and expenses; extraordinary expenses such as litigation and merger or reorganization costs; and other expenses not incurred in the ordinary course of the Fund’s business; and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 of the Investment Company Act of 1940, as amended) to an amount not exceeding 0.99% of the Fund’s average daily net assets. Accordingly, the Adviser reduced its investment advisory fees in the amount of $98,796 during the six months ended February 29, 2016.

Under the terms of the ELA, investment advisory fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of three years after such fees and expense reimbursements were incurred, provided that the repayments do not cause Total Annual Fund Operating Expenses to exceed the foregoing expense limitation. As of February 29, 2016, the Adviser may seek recoupment of investment advisory fee reductions no later than the dates stated below:

August 31, 2018	February 28, 2019	Total
$159,675	$98,796	$258,471

An officer of the Fund is also an officer of the Adviser.

OTHER SERVICE PROVIDERS

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

DISTRIBUTION AGREEMENT

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

20

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

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

TRUSTEE COMPENSATION

Each Independent Trustee receives from the Fund a $500 annual retainer and a fee of $500 for each Board meeting attended plus reimbursement of travel and other meeting-related expenses. Trustees affiliated with the Adviser or Ultimus are not compensated by the Trust for their services.

PRINCIPAL HOLDERS OF FUND SHARES

As of February 29, 2016, the following account holders owned of record 5% or more of the outstanding shares of the Fund:

Name of Record Owner	% Ownership
Pershing, LLC (for the benefit of one shareholder)	10%
Atlantic Capital Bancshares, Inc. (for the benefit of one shareholder)	6%
Charles Schwab & Co., Inc. (for the benefit of multiple shareholders)	6%

5. Derivatives Transactions

There were no outstanding derivative contracts held by the Fund as of February 29, 2016.

The Funds transactions in derivative instruments during the six months ended February 29, 2016 are recorded in the following locations in the Statement of Operations:

Derivative Investment Type	Location
Forward foreign currency exchange contracts	Net realized gains from foreign currency transactions
	Net change in unrealized appreciation/depreciation on forward foreign currency contracts

The following is a summary of net realized gains and net change in unrealized appreciation (depreciation) on derivative instruments recognized in the Statement of Operations during the six months ended February 29, 2016:

	Net realized gains		Net change in Unrealized Appreciation/ Depreciation
Forward foreign currency exchange contracts	$	3,775	$	21,077

21

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

The difference between the net realized gains from forward foreign currency exchange contracts per the table above and the net realized gains from foreign currency transactions per the Statement of Operations is the foreign exchange gains (losses) on income and security transactions and spot foreign currency contracts. The net realized gains reflected in the table is for the forward currency exchange contracts only.

The average net monthly notional value of forward foreign currency exchange contracts for the six months ended February 29, 2016 is $266,410.

In the ordinary course of business, the Fund may enter into transactions subject to enforceable netting agreements or other similar arrangements (“netting agreements”). Generally, the right to offset in netting agreements allows the Fund to offset the exposure it has on any transaction with a specific counterparty with any collateral it has received or delivered in connection with other transactions with that counterparty. Although offsetting the exposures is permitted, it is the Fund’s policy to disclose the arrangements on a gross basis. Generally, the Fund manages its cash and securities collateral on a counterparty basis. There is no offsetting of financial assets and derivatives assets to disclose as of February 29, 2016.

6. Foreign Investment Risk

Compared with investing in the United States, investing in foreign markets involves a greater degree and variety of risk. Investors in foreign markets may face delayed settlements, currency controls and adverse economic developments as well as higher overall transaction costs. In addition, fluctuations in the U.S. dollar’s value versus other currencies may erode or reverse gains from investments denominated in foreign currencies or increase losses. Foreign governments may expropriate assets, impose capital or currency controls, impose punitive taxes, impose limits on ownership or nationalize a company or industry. Any of these actions could have a severe effect on security prices and impair an investor’s ability to bring its capital or income back to the U.S. Finally, the value of foreign securities may be affected by incomplete, less frequent or inaccurate financial information about their issuers, social upheavals or political actions ranging from tax code changes to government collapse. Foreign companies may also receive less coverage than U.S. companies by market analysts and may be subject to different reporting standards or regulatory requirements than those applicable to U.S. companies.

22

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

7. Contingencies and Commitments

The Fund indemnifies the Trust’s officers and Trustees for certain liabilities that might arise from their performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations, warranties, and general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

8. Subsequent Events

The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events except the ordinary income dividend paid subsequent to February 29, 2016, as disclosed in Note 2.

23

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

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

A mutual fund’s ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The expenses in the table below are based on an investment of $1,000 made at the beginning of the most recent period (September 1, 2015) and held until the end of the period (February 29, 2016).

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

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

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

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

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

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

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

24

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

Institutional Class	Beginning Account Value September 1, 2015	Ending Account Value February 29, 2016	Net Expense Ratio	Expenses Paid During Period(a)
Based on Actual Fund Return	$1,000.00	$ 984.70	0.99%	$4.89
Based on Hypothetical 5% Return (before expenses)	$1,000.00	$ 1,019.94	0.99%	$4.97

^(a) Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

25

BLUE CURRENT GLOBAL DIVIDEND FUND
OTHER INFORMATION (Unaudited)

A description of the policies and procedures that the Fund uses to vote proxies relating to portfolio securities is available without charge upon request by calling 1-800-514-3583, or on the SEC’s website at http://www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is also available without charge upon request by calling 1-800-514-3583, or on the SEC’s website at http://www.sec.gov.

The Trust files a complete listing of portfolio holdings for the Fund with the SEC as of the end of the first and third quarters of each fiscal year on Form N-Q. These filings are available upon request by calling 1-800-514-3583. Furthermore, you may obtain a copy of the filings on the SEC’s website at http://www.sec.gov. The Trust’s Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

26

This page intentionally left blank.

This page intentionally left blank.

This page intentionally left blank.

CASTLEMAINE FUNDS

Castlemaine Emerging Markets Opportunities Fund (CNEMX)

Castlemaine Event Driven Fund (CNEVX)

Castlemaine Long/Short Fund (CNLSX)

Castlemaine Market Neutral Fund (CNMNX)

Castlemaine Multi-Strategy Fund (CNMSX)

Semi-Annual Report

February 29, 2016

(Unaudited)

CASTLEMAINE EMERGING MARKETS OPPORTUNITIES FUND
PORTFOLIO INFORMATION
February 29, 2016 (Unaudited)

Net Sector Exposure*

* The net percentages are computed by taking the net dollar exposure, including short positions, and dividing by the net assets of the Fund. Consequently, the percentages will not total to 100%.

Top 10 Long Equity Holdings
Security Description	% of Net Assets
AngloGold Ashanti Ltd. - ADR	3.7%
iShares MSCI Emerging Markets ETF	3.7%
Teva Pharmaceutical Industries Ltd. - ADR	3.6%
YPF S.A. - ADR	3.0%
Dr. Reddy's Laboratories Ltd. - ADR	2.9%
CEMEX, S.A.B. de C.V. - ADR	2.7%
China Mobile Ltd. - ADR	2.6%
CNOOC Ltd. - ADR	2.6%
Trina Solar Ltd. - ADR	2.5%
India Fund, Inc. (The)	2.5%

Top 10 Short Equity Holdings
Security Description	% of Net Assets
Chunghwa Telecom Company Ltd. - ADR	(3.8%)
PT Telekomunikasi Indonesia Tbk - ADR	(2.8%)
iShares MSCI Hong Kong ETF	(2.2%)
Copa Holdings, S.A. - Class A	(2.0%)
Melco Crown Entertainment Ltd. - ADR	(2.0%)
Taiwan Semiconductor Manufacturing Company Ltd. - ADR	(1.9%)
iShares MSCI Singapore ETF	(1.6%)
Grupo Financiero Santander México, S.A.B. de C.V. - ADR - Class B	(1.3%)
Mobile TeleSystems PJSC - ADR	(1.2%)
iShares MSCI Taiwan ETF	(1.0%)

1

CASTLEMAINE EVENT DRIVEN FUND
PORTFOLIO INFORMATION
February 29, 2016 (Unaudited)

Net Sector Exposure*

* The net percentages are computed by taking the net dollar exposure, including short positions, and dividing by the net assets of the Fund. Consequently, the percentages will not total to 100%.

Top 10 Long Equity Holdings
Security Description	% of Net Assets
Media General, Inc.	5.5%
AGL Resources, Inc.	3.7%
Jarden Corporation	3.1%
Keurig Green Mountain, Inc.	3.0%
SanDisk Corporation	3.0%
Western Digital Corporation	2.9%
ADT Corporation (The)	2.7%
Alere, Inc.	2.7%
Yahoo!, Inc.	2.6%
Airgas, Inc.	2.3%

All Short Equity Holdings
Security Description	% of Net Assets
Market Vectors® Semiconductor ETF	(2.5%)
Market Vectors® Retail ETF	(2.4%)
Nexstar Broadcasting Group, Inc. - Class A	(1.8%)
Halliburton Company	(1.6%)
Newell Rubbermaid, Inc.	(1.6%)
Shire plc - ADR	(1.3%)
Energy Select Sector SPDR® Fund	(1.0%)

2

CASTLEMAINE LONG/SHORT FUND
PORTFOLIO INFORMATION
February 29, 2016 (Unaudited)

Net Sector Exposure*

* The net percentages are computed by taking the net dollar exposure, including short positions, and dividing by the net assets of the Fund. Consequently, the percentages will not total to 100%.

Top 10 Long Equity Holdings
Security Description	% of Net Assets
Agnico Eagle Mines Ltd.	4.3%
Newmont Mining Corporation	4.2%
Apple, Inc.	3.9%
Market Vectors® Gold Miners ETF	3.2%
SolarEdge Technologies, Inc.	3.0%
Canadian Solar, Inc.	2.8%
Level 3 Communications, Inc.	2.8%
Micron Technology, Inc.	2.6%
Celgene Corporation	2.5%
DHT Holdings, Inc.	2.4%

Top 10 Short Equity Holdings
Security Description	% of Net Assets
SPDR® Gold Shares	(3.9%)
iShares U.S. Basic Materials ETF	(3.9%)
Market Vectors® Semiconductor ETF	(3.7%)
Royal Bank of Canada	(3.3%)
Monster Beverage Corporation	(3.1%)
Nextera Energy, Inc.	(2.8%)
iShares U.S. Telecommunications ETF	(2.4%)
Western Union Company (The)	(2.2%)
Tyson Foods, Inc. - Class A	(2.1%)
iShares Nasdaq Biotechnology ETF	(2.1%)

3

CASTLEMAINE MARKET NEUTRAL FUND
PORTFOLIO INFORMATION
February 29, 2016 (Unaudited)

Net Sector Exposure*

* The net percentages are computed by taking the net dollar exposure, including short positions, and dividing by the net assets of the Fund. Consequently, the percentages will not total to 100%.

Top 10 Long Equity Holdings
Security Description	% of Net Assets
Agnico Eagle Mines Ltd.	5.8%
Market Vectors® Gold Miners ETF	4.8%
Newmont Mining Corporation	3.2%
Level 3 Communications, Inc.	2.4%
Apple, Inc.	2.4%
Cisco Systems, Inc.	2.2%
Rio Tinto plc - ADR	2.2%
Biogen, Inc.	2.1%
Ford Motor Company	2.1%
SPDR® S&P® Oil & Gas Exploration & Production ETF	2.1%

Top 10 Short Equity Holdings
Security Description	% of Net Assets
iShares U.S. Telecommunications ETF	(4.9%)
iShares U.S. Basic Materials ETF	(4.5%)
SPDR® Gold Shares	(3.9%)
Royal Bank of Canada	(2.9%)
Market Vectors® Semiconductor ETF	(2.9%)
iShares Nasdaq Biotechnology ETF	(2.1%)
Monster Beverage Corporation	(2.1%)
iShares U.S. Home Construction ETF	(2.0%)
Sanofi - ADR	(2.0%)
Health Care Select Sector SPDR® Fund	(1.6%)

4

CASTLEMAINE MULTI-STRATEGY FUND
PORTFOLIO INFORMATION
February 29, 2016 (Unaudited)

Net Sector Exposure*

*	The net percentages are computed by taking the net dollar exposure, including short positions, and dividing by the net assets of the Fund. Consequently, the percentages will not total to 100%.
**	Percentage rounds to 0.0%.

Long Equity Holdings
Security Description	% of Net Assets
Castlemaine Long/Short Fund	20.1%
Castlemaine Emerging Markets Opportunities Fund	20.1%
Castlemaine Market Neutral Fund	19.8%
Castlemaine Event Driven Fund	19.8%
iShares iBoxx $ High Yield Corporate Bond ETF	4.7%
iShares 20+ Year Treasury Bond ETF	2.6%
iShares TIPS Bond ETF	2.2%
Market Vectors® Gold Miners ETF	1.9%
Deutsche X-Trackers MSCI Europe Hedged Equity ETF	1.2%

Short Equity Holdings
Security Description	% of Net Assets
CurrencyShares Swiss Franc Trust	(2.8%)

5

CASTLEMAINE EMERGING MARKETS OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS February 29, 2016 (Unaudited)
COMMON STOCKS — 51.2%	Shares		Value
Consumer Discretionary — 2.9%
Automobiles — 1.8%
Tata Motors Ltd. - ADR (a)		1,000	$	22,230
Multiline Retail — 1.1%
JD.com, Inc. - ADR (a)		500		12,855
Consumer Staples — 1.4%
Beverages — 1.4%
Ambev S.A. - ADR		4,000		17,360
Energy — 10.0%
Oil, Gas & Consumable Fuels — 10.0%
China Petroleum & Chemical Corporation - ADR		500		28,435
CNOOC Ltd. - ADR		300		31,530
Sasol Ltd. - ADR		1,000		27,110
YPF S.A. - ADR		2,000		36,240
				123,315
Financials — 6.4%
Banks — 4.2%
Banco Bardesco S.A. - ADR		5,000		26,500
Itau Unibanco Holding S.A. - ADR		4,000		25,200
				51,700
Insurance — 2.2%
China Life Insurance Company Ltd. - ADR		2,500		27,275
Health Care — 6.5%
Pharmaceuticals — 6.5%
Dr. Reddy's Laboratories Ltd. - ADR		800		35,184
Teva Pharmaceutical Industries Ltd. - ADR		800		44,480
				79,664
Industrials — 2.7%
Building Products — 2.7%
CEMEX, S.A.B. de C.V. - ADR (a)		6,000		33,240
Information Technology — 5.8%
Semiconductors & Semiconductor Equipment — 5.8%
Petrobras Argentina S.A. - ADR		4,000		24,960
Siliconware Precision Industries Company Ltd. - ADR		2,000		15,160
Trina Solar Ltd. - ADR (a)		3,000		31,170
				71,290

6

CASTLEMAINE EMERGING MARKETS OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 51.2% (Continued)	Shares		Value
Materials — 7.5%
Metals & Mining — 5.3%
AngloGold Ashanti Ltd. - ADR (a)		3,500	$	45,570
Compania de Minas Buenaventura S.A. - ADR (a)		2,000		10,440
Gold Fields Ltd. - ADR		2,000		8,540
				64,550
Paper & Forest Products — 2.2%
Fibria Celulouse S.A. - ADR		2,500		27,050
Telecommunication Services — 8.0%
Diversified Telecommunication Services — 3.9%
Telecom Argentina S.A. - ADR		1,000		18,460
Telefonica Brasil S.A. - ADR		3,000		28,740
				47,200
Wireless Telecommunication Services — 4.1%
China Mobile Ltd. - ADR		600		32,094
Turkcell Iletisim Hizmetleri A.S. - ADR		2,000		18,660
				50,754
Total Common Stocks (Cost $594,220)			$	628,483

CLOSED-END FUNDS — 2.5%	Shares		Value
India Fund, Inc. (The) (Cost $31,548)		1,500	$	29,969

EXCHANGE-TRADED FUNDS — 6.6%	Shares		Value
iShares MSCI Brazil Capped ETF		1,000	$	20,490
iShares MSCI Emerging Markets ETF		1,500		45,465
Vanguard FTSE Emerging Markets ETF		500		15,365
Total Exchange-Traded Funds (Cost $79,538)			$	81,320

7

CASTLEMAINE EMERGING MARKETS OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS (Continued)
PURCHASED OPTION CONTRACTS — 0.8%	Expiration Date	Strike Price		Contracts		Value
Call Option Contracts — 0.4%
iShares China Large-Cap ETF	03/18/16	$	32.00		25	$	775
iShares MSCI Brazil Capped ETF	03/18/16		21.00		50		3,100
iShares MSCI Brazil Capped ETF	03/18/16		32.00		100		1,400
							5,275
Put Option Contracts — 0.4%
SPDR® S&P 500® ETF Trust	04/15/16		190.00		10		4,190
Total Purchased Option Contracts (Cost $10,767)						$	9,465

U.S. TREASURY OBLIGATIONS — 10.2%	Maturity	Coupon			Par Value		Value
U.S. Treasury Bills (b) (Cost $124,943)	05/12/16		0.230	%(c)	$	125,000	$	124,928
Total Investments at Value — 71.3% (Cost $841,016)							$	874,165
Other Assets in Excess of Liabilities (d) — 28.7%								352,558
Net Assets — 100.0%							$	1,226,723

ADR - American Depositary Receipt.
(a)	Non-income producing security.
(b)	All or a portion of the shares have been committed as collateral for open short positions.
(c)	Rate shown is the annualized yield at time of purchase, not a coupon rate.
(d)	Includes cash held as margin deposits for open short positions and futures contracts.
See accompanying notes to financial statements.

8

CASTLEMAINE EMERGING MARKETS OPPORTUNITIES FUND SUMMARY OF COMMON STOCKS BY COUNTRY February 29, 2016 (Unaudited)
Country	Value		% of Net Assets
United States	$	216,930		17.7	%
Brazil		97,800		8.0	%
Taiwan Province of China		67,170		5.5	%
India		57,414		4.7	%
Mexico		33,240		2.7	%
Hong Kong		32,094		2.6	%
Cayman Islands		31,170		2.5	%
China		28,435		2.3	%
South Africa		27,110		2.2	%
Turkey		18,660		1.5	%
Argentina		18,460		1.5	%
	$	628,483		51.2	%

See accompanying notes to financial statements.

9

CASTLEMAINE EMERGING MARKETS OPPORTUNITIES FUND SCHEDULE OF SECURITIES SOLD SHORT February 29, 2016 (Unaudited)
COMMON STOCKS — 16.0%	Shares		Value
Consumer Discretionary — 2.0%
Hotels, Restaurants & Leisure — 2.0%
Melco Crown Entertainment Ltd. - ADR		1,500	$	23,685
Financials — 1.3%
Banks — 1.3%
Grupo Financiero Santander México, S.A.B. de C.V. - ADR - Class B		2,000		15,980
Industrials — 2.0%
Airlines — 2.0%
Copa Holdings, S.A. - Class A		400		24,424
Information Technology — 1.9%
Semiconductors & Semiconductor Equipment — 1.9%
Taiwan Semiconductor Manufacturing Company Ltd. - ADR		1,000		23,550
Materials — 1.0%
Chemicals — 1.0%
Brakem S.A. - ADR		1,000		12,630
Telecommunication Services — 7.8%
Diversified Telecommunication Services — 7.8%
Chunghwa Telecom Company Ltd. - ADR		1,500		47,085
Mobile TeleSystems PJSC - ADR		2,000		14,000
PT Telekomunikasi Indonesia Tbk - ADR		700		34,335
				95,420
Total Common Stocks (Proceeds $195,182)			$	195,689

EXCHANGE-TRADED FUNDS — 4.8%	Shares		Value
iShares MSCI Hong Kong ETF		1,500	$	27,135
iShares MSCI Singapore ETF		2,000		19,400
iShares MSCI Taiwan ETF		1,000		12,840
Total Exchange-Traded Funds (Proceeds $58,848)			$	59,375
Total Securities Sold Short — 20.8% (Proceeds $254,030)			$	255,064

ADR - American Depositary Receipt.

See accompanying notes to financial statements.

10

CASTLEMAINE EMERGING MARKETS OPPORTUNITIES FUND SUMMARY OF COMMON STOCKS SOLD SHORT BY COUNTRY February 29, 2016 (Unaudited)
Country	Value		% of Net Assets
Taiwan Province of China	$	70,635		5.8	%
Indonesia		34,335		2.8	%
Panama		24,424		2.0	%
Hong Kong		23,685		2.0	%
Mexico		15,980		1.3	%
Russian Federation		14,000		1.1	%
Brazil		12,630		1.0	%
	$	195,689		16.0	%

CASTLEMAINE EMERGING MARKETS OPPORTUNITIES FUND SCHEDULE OF OPEN WRITTEN OPTION CONTRACTS February 29, 2016 (Unaudited)
WRITTEN OPTION CONTRACTS	Expiration Date	Strike Price		Contracts		Value of Options		Premiums Received
Put Option Contracts
iShares China Large-Cap ETF	03/18/16	$	28.00		25	$	700	$	899
iShares MSCI Emerging Markets ETF	03/18/16		29.00		25		750		880
SPDR® S&P 500® ETF Trust	04/15/16		175.00		10		1,220		1,137
Total Written Option Contracts						$	2,670	$	2,916

See accompanying notes to financial statements.

11

CASTLEMAINE EVENT DRIVEN FUND SCHEDULE OF INVESTMENTS February 29, 2016 (Unaudited)
COMMON STOCKS — 62.6%	Shares		Value
Consumer Discretionary — 17.3%
Diversified Consumer Services — 1.3%
Apollo Education Group, Inc. (a)		2,000	$	16,380
Household Durables — 3.1%
Jarden Corporation (a)		700		37,016
Media — 7.6%
Media General, Inc. (a)		4,000		66,480
Starz - Series A (a)		1,000		25,190
				91,670
Multiline Retail — 3.7%
Kohl's Corporation		600		28,002
Macy's, Inc.		400		17,284
				45,286
Specialty Retail — 1.6%
Barnes & Noble, Inc.		2,000		19,400
Consumer Staples — 6.0%
Food & Staples Retailing — 2.0%
Rite Aid Corporation (a)		3,000		23,850
Food Products — 4.0%
Keurig Green Mountain, Inc.		400		36,776
Mondelēz International, Inc. - Class A		300		12,159
				48,935
Energy — 1.8%
Energy Equipment & Services — 1.8%
Baker Hughes, Inc.		500		21,435
Financials — 2.3%
Insurance — 2.3%
PartnerRe Ltd.		200		28,054
Health Care — 5.7%
Biotechnology — 1.9%
Baxalta, Inc.		600		23,112
Health Care Equipment & Supplies — 2.7%
Alere, Inc. (a)		600		31,980
Pharmaceuticals — 1.1%
Akorn, Inc. (a)		500		13,295

12

CASTLEMAINE EVENT DRIVEN FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 62.6% (Continued)	Shares		Value
Industrials — 5.7%
Aerospace & Defense — 1.6%
United Technologies Corporation		200	$	19,324
Commercial Services & Supplies — 2.7%
ADT Corporation (The)		800		32,296
Professional Services — 1.4%
Hill International, Inc. (a)		5,000		17,500
Information Technology — 12.2%
Electronic Equipment, Instruments & Components — 1.5%
Ingram Micro, Inc. - Class A		500		17,900
Internet Software & Services — 2.6%
Yahoo!, Inc. (a)		1,000		31,790
Semiconductors & Semiconductor Equipment — 2.2%
Micron Technology, Inc. (a)		2,500		26,575
Technology Hardware, Storage & Peripherals — 5.9%
SanDisk Corporation		500		36,130
Western Digital Corporation		800		34,824
				70,954
Materials — 7.1%
Chemicals — 7.1%
Airgas, Inc.		200		28,304
Axiall Corporation		1,000		19,900
Ferro Corporation (a)		2,000		19,860
Monsanto Company		200		17,998
				86,062
Utilities — 4.5%
Electric Utilities — 0.8%
Cleco Corporation		200		9,182
Gas Utilities — 3.7%
AGL Resources, Inc.		700		45,255
Total Common Stocks (Cost $738,257)			$	757,251

13

CASTLEMAINE EVENT DRIVEN FUND SCHEDULE OF INVESTMENTS (Continued)
PURCHASED OPTION CONTRACTS — 0.8%	Expiration Date	Strike Price		Contracts		Value
Call Option Contracts — 0.4%
Micron Technology, Inc.	03/18/16	$	12.00		75	$	1,350
Micron Technology, Inc.	04/15/16		13.00		30		750
United Technologies Corporation	05/20/16		105.00		10		1,200
Yahoo! Inc.	03/18/16		31.00		10		1,720
							5,020
Put Option Contracts — 0.4%
SPDR® S&P 500® ETF Trust	04/15/16		190.00		10		4,190
Total Purchased Option Contracts (Cost $9,689)						$	9,210

U.S. TREASURY OBLIGATIONS — 10.3%	Maturity	Coupon			Par Value		Value
U.S. Treasury Bills (b) (Cost $124,943)	05/12/16		0.230	%(c)	$	125,000	$	124,928
Total Investments at Value — 73.7% (Cost $872,889)							$	891,389
Other Assets in Excess of Liabilities (d) — 26.3%								318,463
Net Assets — 100.0%							$	1,209,852

(a)	Non-income producing security.
(b)	All or a portion of the shares have been committed as collateral for open short positions.
(c)	Rate shown is the annualized yield at time of purchase, not a coupon rate.
(d)	Includes cash held as margin deposits for open short positions and futures contracts.
See accompanying notes to financial statements.

14

CASTLEMAINE EVENT DRIVEN FUND SCHEDULE OF SECURITIES SOLD SHORT February 29, 2016 (Unaudited)
COMMON STOCKS — 6.3%	Shares		Value
Consumer Discretionary — 3.4%
Household Durables — 1.6%
Newell Rubbermaid, Inc.		500	$	19,005
Media — 1.8%
Nexstar Broadcasting Group, Inc. - Class A		500		22,340
Energy — 1.6%
Energy Equipment & Services — 1.6%
Halliburton Company		600		19,368
Health Care — 1.3%
Pharmaceuticals — 1.3%
Shire plc - ADR		100		15,611
Total Common Stocks (Proceeds $75,156)			$	76,324

EXCHANGE-TRADED FUNDS — 5.9%	Shares		Value
Energy Select Sector SPDR® Fund		200	$	11,332
Market Vectors® Semiconductor ETF		600		30,258
Market Vectors® Retail ETF		400		29,324
Total Exchange-Traded Funds (Proceeds $69,901)			$	70,914
Total Securities Sold Short — 12.2% (Proceeds $145,057)			$	147,238

ADR - American Depositary Receipt.

See accompanying notes to financial statements.

15

CASTLEMAINE EVENT DRIVEN FUND SCHEDULE OF OPEN WRITTEN OPTION CONTRACTS February 29, 2016 (Unaudited)
WRITTEN OPTION CONTRACTS	Expiration Date	Strike Price		Contracts		Value of Options		Premiums Received
Put Option Contracts
Micron Technology, Inc.	04/15/16	$	9.00		30	$	1,050	$	1,251
SPDR® S&P 500® ETF Trust	04/15/16		175.00		10		1,220		1,136
Total Written Option Contracts						$	2,270	$	2,387

See accompanying notes to financial statements.

16

CASTLEMAINE LONG/SHORT FUND SCHEDULE OF INVESTMENTS February 29, 2016 (Unaudited)
COMMON STOCKS — 65.3%	Shares		Value
Consumer Discretionary — 4.7%
Automobiles — 2.0%
Ford Motor Company		2,000	$	25,020
Hotels, Restaurants & Leisure — 1.9%
McDonald's Corporation		200		23,438
Specialty Retail — 0.8%
Barnes & Noble, Inc.		1,000		9,700
Energy — 5.1%
Oil, Gas & Consumable Fuels — 5.1%
DHT Holdings, Inc.		5,000		29,150
Gener8 Maritime, Inc. (a)		4,000		24,840
Phillips 66		100		7,939
				61,929
Health Care — 12.4%
Biotechnology — 9.0%
Amgen, Inc.		200		28,456
Biogen, Inc. (a)		100		25,942
Celgene Corporation (a)		300		30,249
Gilead Sciences, Inc.		300		26,175
				110,822
Pharmaceuticals — 3.4%
GlaxoSmithKline plc - ADR		500		19,335
Mylan N.V. (a)		500		22,535
				41,870
Information Technology — 20.0%
Communications Equipment — 2.1%
Cisco Systems, Inc.		1,000		26,180
Electronic Equipment, Instruments & Components — 2.2%
Corning, Inc.		1,500		27,450
Semiconductors & Semiconductor Equipment — 9.7%
Canadian Solar, Inc. (a)		1,500		34,155
Micron Technology, Inc. (a)		3,000		31,890
NVIDIA Corporation		500		15,680
SolarEdge Technologies, Inc. (a)		1,500		36,705
				118,430
Software — 2.1%
Electronic Arts, Inc. (a)		400		25,696

17

CASTLEMAINE LONG/SHORT FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 65.3% (Continued)	Shares		Value
Information Technology — 20.0% (Continued)
Technology Hardware, Storage & Peripherals — 3.9%
Apple, Inc. (b)		500	$	48,345
Materials — 18.0%
Chemicals — 4.4%
Monsanto Company		300		26,997
Mosaic Company (The)		1,000		26,650
				53,647
Metals & Mining — 13.6%
Agnico Eagle Mines Ltd.		1,500		52,800
BHP Billiton Ltd. - ADR (c)		1,000		22,610
Goldcorp, Inc.		1,000		14,320
Newmont Mining Corporation		2,000		51,660
Rio Tinto plc - ADR (c)		1,000		26,100
				167,490
Telecommunication Services — 2.8%
Diversified Telecommunication Services — 2.8%
Level 3 Communications, Inc. (a)		700		33,985
Utilities — 2.3%
Multi-Utilities — 2.3%
Dominion Resources, Inc.		400		27,968
Total Common Stocks (Cost $775,617)			$	801,970

EXCHANGE-TRADED FUNDS — 5.2%	Shares		Value
Market Vectors® Gold Miners ETF		2,000	$	38,760
SPDR® S&P® Oil & Gas Exploration & Production ETF		1,000		24,600
Total Exchange-Traded Funds (Cost $59,105)			$	63,360

18

CASTLEMAINE LONG/SHORT FUND SCHEDULE OF INVESTMENTS (Continued)
PURCHASED OPTION CONTRACTS — 0.6%	Expiration Date	Strike Price		Contracts		Value
Call Option Contracts — 0.2%
SPDR® S&P® Oil & Gas Exploration & Production ETF	06/17/16	$	27.00		20	$	3,040
Put Option Contracts — 0.4%
Netflix, Inc.	03/04/16		85.00		5		100
Netflix, Inc.	03/18/16		85.00		5		645
SPDR® S&P 500® ETF Trust	04/15/16		190.00		10		4,190
							4,935
Total Purchased Option Contracts (Cost $9,652)						$	7,975

U.S. TREASURY OBLIGATIONS — 10.2%	Maturity	Coupon			Par Value		Value
U.S. Treasury Bills (c) (Cost $124,942)	05/12/16		0.230	%(d)	$	125,000	$	124,928
Total Investments at Value — 81.3% (Cost $969,316)							$	998,233
Other Assets in Excess of Liabilities (e) — 18.7%								229,623
Net Assets — 100.0%							$	1,227,856

ADR - American Depositary Receipt.
(a)	Non-income producing security.
(b)	Security covers a written call option.
(c)	All or a portion of the shares have been committed as collateral for open short positions.
(d)	Rate shown is the annualized yield at time of purchase, not a coupon rate.
(e)	Includes cash held as margin deposits for open short positions and futures contacts.
See accompanying notes to financial statements.

19

CASTLEMAINE LONG/SHORT FUND SCHEDULE OF SECURITIES SOLD SHORT February 29, 2016 (Unaudited)
COMMON STOCKS — 15.0%	Shares		Value
Consumer Discretionary — 1.5%
Internet & Catalog Retail — 1.5%
Netflix, Inc.		200	$	18,682
Consumer Staples — 5.2%
Beverages — 3.1%
Monster Beverage Corporation		300		37,650
Food Products — 2.1%
Tyson Foods, Inc. - Class A		400		25,900
Financials — 3.3%
Banks — 3.3%
Royal Bank of Canada		800		40,776
Information Technology — 2.2%
IT Services — 2.2%
Western Union Company (The)		1,500		27,390
Utilities — 2.8%
Electric Utilities — 2.8%
Nextera Energy, Inc.		300		33,846
Total Common Stocks (Proceeds $181,501)			$	184,244

EXCHANGE-TRADED FUNDS — 20.0%	Shares		Value
Energy Select Sector SPDR® Fund		400	$	22,664
Health Care Select Sector SPDR® Fund		200		13,240
iShares Nasdaq Biotechnology ETF		100		25,409
iShares U.S. Basic Materials ETF		700		47,320
iShares U.S. Telecommunications ETF		1,000		29,590
Market Vectors® Semiconductor ETF		900		45,387
SPDR® Gold Shares		400		47,456
Utilities Select Sector SPDR® Fund		300		13,890
Total Exchange-Traded Funds (Proceeds $235,648)			$	244,956
Total Securities Sold Short — 35.0% (Proceeds $417,149)			$	429,200

See accompanying notes to financial statements.

20

CASTLEMAINE LONG/SHORT FUND SCHEDULE OF OPEN WRITTEN OPTION CONTRACTS February 29, 2016 (Unaudited)
WRITTEN OPTION CONTRACTS	Expiration Date	Strike Price		Contracts			Value of Options		Premiums Received
Call Option Contracts						��
Apple, Inc.	03/18/16	$	100.00		5		$	365	$	506
Put Option Contracts
Netflix, Inc.	03/04/16		75.00		5			15		252
Netflix, Inc.	03/18/16		75.00		5			130		852
Royal Bank of Canada	04/15/16		40.00		10			250		600
SPDR® S&P® 500® ETF Trust	04/15/16		175.00		10			1,220		1,137
SPDR® S&P® Oil & Gas Exploration & Production ETF	06/17/16		20.00		20			1,860		2,520
								3,475		5,361
Total Written Option Contracts							$	3,840	$	5,867

See accompanying notes to financial statements.

21

CASTLEMAINE MARKET NEUTRAL FUND SCHEDULE OF INVESTMENTS February 29, 2016 (Unaudited)
COMMON STOCKS — 40.1%	Shares		Value
Consumer Discretionary — 6.0%
Automobiles — 2.1%
Ford Motor Company		2,000	$	25,020
Hotels, Restaurants & Leisure — 1.9%
McDonald's Corporation		200		23,438
Household Durables — 2.0%
D.R. Horton, Inc.		500		13,360
MDC Holdings, Inc.		500		11,055
				24,415
Health Care — 8.1%
Biotechnology — 5.0%
Amgen, Inc.		100		14,228
Biogen, Inc. (a)		100		25,942
Celgene Corporation (a)		200		20,166
				60,336
Pharmaceuticals — 3.1%
GlaxoSmithKline plc - ADR		500		19,335
Mylan N.V. (a)		400		18,028
				37,363
Information Technology — 8.9%
Communications Equipment — 2.2%
Cisco Systems, Inc. (b)		1,000		26,180
Electronic Equipment, Instruments & Components — 1.5%
Corning, Inc.		1,000		18,300
Semiconductors & Semiconductor Equipment — 2.8%
Micron Technology, Inc. (a)		2,000		21,260
NVIDIA Corporation		400		12,544
				33,804
Technology Hardware, Storage & Peripherals — 2.4%
Apple, Inc.		300		29,007
Materials — 13.0%
Metals & Mining — 13.0%
Agnico Eagle Mines Ltd. (b)		2,000		70,400
BHP Billiton Ltd. - ADR (b)		1,000		22,610
Newmont Mining Corporation (b)		1,500		38,745
Rio Tinto plc - ADR (b)		1,000		26,100
				157,855

22

CASTLEMAINE MARKET NEUTRAL FUND SCHEDULE OF INVESTMENTS
COMMON STOCKS — 40.1% (Continued)	Shares		Value
Telecommunication Services — 2.4%
Diversified Telecommunication Services — 2.4%
Level 3 Communications, Inc. (a)		600	$	29,130
Utilities — 1.7%
Multi-Utilities — 1.7%
Dominion Resources, Inc.		300		20,976
Total Common Stocks (Cost $471,735)			$	485,824

EXCHANGE-TRADED FUNDS — 6.9%	Shares		Value
Market Vectors® Gold Miners ETF		3,000	$	58,140
SPDR® S&P® Oil & Gas Exploration & Production ETF		1,000		24,600
Total Exchange-Traded Funds (Cost $74,370)			$	82,740

U.S. TREASURY OBLIGATIONS — 10.3%	Maturity	Coupon			Par Value		Value
U.S. Treasury Bills (b) (Cost $124,943)	05/12/16		0.230	%(c)	$	125,000	$	124,928
Total Investments at Value — 57.3% (Cost $671,048)							$	693,492
Other Assets in Excess of Liabilities (d) — 42.7%								517,149
Net Assets — 100.0%							$	1,210,641

ADR - American Depositary Receipt.
(a)	Non-income producing security.
(b)	All or a portion of the shares have been committed as collateral for open short positions.
(c)	Rate shown is the annualized yield at time of purchase, not a coupon rate.
(d)	Includes cash held as margin deposits for open short positions and futures contracts.
See accompanying notes to financial statements.

23

CASTLEMAINE MARKET NEUTRAL FUND SCHEDULE OF SECURITIES SOLD SHORT February 29, 2016 (Unaudited)
COMMON STOCKS — 11.6%	Shares		Value
Consumer Discretionary — 1.5%
Internet & Catalog Retail — 1.5%
Netflix, Inc.		200	$	18,682
Consumer Staples — 3.7%
Beverages — 2.1%
Monster Beverage Corporation		200		25,100
Food Products — 1.6%
Tyson Foods, Inc. - Class A		300		19,425
Financials — 2.9%
Banks — 2.9%
Royal Bank of Canada		700		35,679
Health Care — 2.0%
Pharmaceuticals — 2.0%
Sanofi - ADR		600		23,730
Information Technology — 1.5%
IT Services — 1.5%
Western Union Company (The)		1,000		18,260
Total Common Stocks (Proceeds $141,431)			$	140,876

EXCHANGE-TRADED FUNDS — 24.9%	Shares		Value
Energy Select Sector SPDR® Fund		300	$	16,998
Health Care Select Sector SPDR® Fund		300		19,860
iShares Nasdaq Biotechnology ETF		100		25,409
iShares U.S. Basic Materials ETF		800		54,080
iShares U.S. Home Construction ETF		1,000		24,480
iShares U.S. Telecommunications ETF		2,000		59,180
Market Vectors® Semiconductor ETF		700		35,301
SPDR® Gold Shares		400		47,456
Utilities Select Sector SPDR Fund		400		18,520
Total Exchange-Traded Funds (Proceeds $289,409)			$	301,284
Total Securities Sold Short — 36.5% (Proceeds $430,840)			$	442,160

ADR - American Depositary Receipt.

See accompanying notes to financial statements.

24

CASTLEMAINE MULTI-STRATEGY FUND SCHEDULE OF INVESTMENTS February 29, 2016 (Unaudited)
EXCHANGE-TRADED FUNDS — 12.6%	Shares		Value
Deutsche X-Trackers MSCI Europe Hedged Equity ETF		500	$	12,025
iShares 20+ Year Treasury Bond ETF (a)		200		26,196
iShares iBoxx $ High Yield Corporate Bond ETF		600		48,048
iShares TIPS Bond ETF		200		22,552
Market Vectors® Gold Miners ETF		1,000		19,380
Total Exchange-Traded Funds (Cost $124,111)			$	128,201

OPEN-END FUNDS — 79.8%	Shares		Value
Castlemaine Emerging Markets Opportunities Fund (b)(c)		20,000	$	204,400
Castlemaine Event Driven Fund (b)(c)		20,000		201,600
Castlemaine Long/Short Fund (b)(c)		20,000		204,600
Castlemaine Market Neutral Fund (b)(c)		20,000		201,800
Total Open-End Funds (Cost $800,000)			$	812,400

PURCHASED OPTION CONTRACTS — 0.2%	Expiration Date	Strike Price		Contracts		Value
Put Option Contracts — 0.2%
CurrencyShares Japanese Yen Trust (Cost $1,960)	03/18/16	$	87.00		10	$	1,880
Total Investments at Value — 92.6% (Cost $926,071)						$	942,481
Other Assets in Excess of Liabilities (d) — 7.4%							74,937
Net Assets — 100.0%						$	1,017,418

(a)	All or a portion of the shares have been committed as collateral for open short positions.
(b)	Non-income producing security.
(c)	The security is an investment company advised by the Fund’s adviser, thereby making the company an affiliated company as defined under the Investment Company Act of 1940, as amended (the “1940 Act”) (Note 4).
(d)	Includes cash held as margin deposits for open short positions.
See accompanying notes to financial statements.

25

CASTLEMAINE MULTI-STRATEGY FUND SCHEDULE OF SECURITIES SOLD SHORT February 29, 2016 (Unaudited)
EXCHANGE-TRADED FUNDS — 2.8%	Shares		Value
CurrencyShares Swiss Franc Trust (Proceeds $28,930)		300	$	28,956

See accompanying notes to financial statements.

26

CASTLEMAINE FUNDS STATEMENTS OF ASSETS AND LIABILITIES February 29, 2016 (Unaudited)
	Castlemaine Emerging Markets Opportunities Fund		Castlemaine Event Driven Fund		Castlemaine Long/Short Fund
ASSETS
Investments in securities:
At acquisition cost	$	841,016	$	872,889	$	969,316
At value (Note 2)	$	874,165	$	891,389	$	998,233
Cash		291,181		207,268		157,418
Deposits with brokers for securities sold short (Note 2)		101,595		139,012		400,752
Margin deposits for futures contracts (Notes 2 and 5)		148,997		122,163		149,290
Dividends receivable		525		962		2,867
Receivable for investment securities sold		164,141		75,269		42,578
Unrealized appreciation on forward foreign currency exchange contracts (Notes 2 and 5)		2,115		—		—
Receivable from Adviser (Note 4)		6,483		5,488		5,475
TOTAL ASSETS		1,589,202		1,441,551		1,756,613
LIABILITIES
Securities sold short, at value (Note 2) (proceeds $254,030, $145,057 and $417,149, respectively)		255,064		147,238		429,200
Written options, at value (Notes 2 and 5) (premiums received $2,916, $2,387 and $5,867, respectively)		2,670		2,270		3,840
Dividends payable on securities sold short (Note 2)		580		203		321
Payable for investment securities purchased		89,415		73,677		87,020
Unrealized depreciation on forward foreign currency exchange contracts (Notes 2 and 5)		5,989		—		—
Payable to administrator (Note 4)		5,513		5,012		5,013
Accrued brokerage expense on securities sold short (Note 2)		26		77		141
Other accrued expenses		3,222		3,222		3,222
TOTAL LIABILITIES		362,479		231,699		528,757
NET ASSETS	$	1,226,723	$	1,209,852	$	1,227,856

See accompanying notes to financial statements.

27

CASTLEMAINE FUNDS STATEMENTS OF ASSETS AND LIABILITIES February 29, 2016 (Unaudited) (Continued)
	Castlemaine Emerging Markets Opportunities Fund			Castlemaine Event Driven Fund			Castlemaine Long/Short Fund
Net assets consist of:
Paid-in capital	$	1,200,000		$	1,200,000		$	1,200,000
Accumulated net investment income (loss)		(2,946	)		(2,044	)		681
Accumulated net realized gain (losses) from security transactions		1,182			(4,540	)		8,282
Net unrealized appreciation (depreciation) on:
Investments		33,149			18,500			28,917
Short positions		(1,034	)		(2,181	)		(12,051	)
Written option contracts		246			117			2,027
Forward foreign currency exchange contracts (Note 5)		(3,874	)		—			—
Net assets	$	1,226,723		$	1,209,852		$	1,227,856
Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)		120,000			120,000			120,000
Net asset value, offering price and redemption price per share (Note 2)	$	10.22		$	10.08		$	10.23

See accompanying notes to financial statements.

28

CASTLEMAINE FUNDS STATEMENTS OF ASSETS AND LIABILITIES February 29, 2016 (Unaudited) (Continued)
	Castlemaine Market Neutral Fund			Castlemaine Multi-Strategy Fund
ASSETS
Investments in securities at acquisition cost:
Unaffiliated investments	$	671,048		$	126,071
Affiliated investments		—			800,000
	$	671,048		$	926,071
Investments in securities at value:
Unaffiliated investments	$	693,492		$	130,081
Affiliated investments		—			812,400
		693,492			942,481
Cash		395,127			77,383
Deposits with brokers for securities sold short (Note 2)		459,557			28,652
Margin deposits for futures contracts (Notes 2 and 5)		124,690			—
Dividends receivable		2,698			—
Receivable for investment securities sold		48,101			—
Receivable from Adviser (Note 4)		5,480			6,060
TOTAL ASSETS		1,729,145			1,054,576
LIABILITIES
Securities sold short, at value (Note 2) (proceeds $430,840 and $28,930, respectively)		442,160			28,956
Dividends payable on securities sold short (Note 2)		45			—
Payable for investment securities purchased		67,873			—
Payable to administrator (Note 4)		5,013			5,010
Accrued brokerage expense on securities sold short (Note 2)		191			43
Other accrued expenses		3,222			3,149
TOTAL LIABILITIES		518,504			37,158
NET ASSETS	$	1,210,641		$	1,017,418
Net assets consist of:
Paid-in capital	$	1,200,000		$	1,000,000
Accumulated net investment loss		(409	)		(1,679	)
Accumulated net realized gains (losses) from security transactions		(74	)		2,713
Net unrealized appreciation (depreciation) on:
Unaffiliated investments		22,444			4,010
Affiliated investments		—			12,400
Short positions		(11,320	)		(26	)
Net assets	$	1,210,641		$	1,017,418
Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)		120,000			100,000
Net asset value, offering price and redemption price per share (Note 2)	$	10.09		$	10.17

See accompanying notes to financial statements.

29

CASTLEMAINE FUNDS STATEMENTS OF OPERATIONS For the Period Ended February 29, 2016(a) (Unaudited)
	Castlemaine Emerging Markets Opportunities Fund			Castlemaine Event Driven Fund			Castlemaine Long/Short Fund
INVESTMENT INCOME
Dividends	$	538		$	1,122		$	4,038
Foreign tax withholding		(10	)		—			(18	)
Interest		92			93			96
TOTAL INVESTMENT INCOME		620			1,215			4,116
EXPENSES
Accounting services fees (Note 4)		5,020			4,019			4,020
Administration fees (Note 4)		4,000			4,000			4,000
Trustees’ fees and expenses (Note 4)		2,637			2,637			2,637
Professional fees		2,566			2,566			2,566
Investment advisory fees (Note 4)		2,464			2,459			2,471
Compliance service fees (Note 4)		2,000			2,000			2,000
Postage and supplies		1,086			1,086			1,086
Custodian and bank service fees		963			963			963
Insurance expense		600			600			600
Dividend expense on securities sold short (Note 2)		580			227			325
Registration and filing fees		139			139			139
Pricing fees		100			100			100
Brokerage expense on securities sold short (Note 2)		26			78			141
Transfer agent fees (Note 4)		6			6			6
Other expenses		400			400			400
TOTAL EXPENSES		22,587			21,280			21,454
Less fee reductions and expense reimbursements by Adviser (Note 4)		(19,021	)		(18,021	)		(18,019	)
NET EXPENSES		3,566			3,259			3,435
NET INVESTMENT INCOME (LOSS)		(2,946	)		(2,044	)		681

(a)	Represents the period from the commencement of operations (December 29, 2015) through February 29, 2016.
See accompanying notes to financial statements.

30

CASTLEMAINE FUNDS STATEMENTS OF OPERATIONS For the Period Ended February 29, 2016(a) (Unaudited) (Continued)
	Castlemaine Emerging Markets Opportunities Fund			Castlemaine Event Driven Fund			Castlemaine Long/Short Fund
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS, SECURITIES SOLD SHORT, FUTURES CONTRACTS, OPTION CONTRACTS, AND FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
Net realized gains (losses) from:
Investments	$	(645	)	$	(1,917	)	$	2,764
Securities sold short		—			(25	)		2,339
Written option contracts (Note 5)		4,739			2,468			9,122
Futures contracts (Note 5)		(2,912	)		(5,066	)		(5,943	)
Net change in unrealized appreciation (depreciation) on:
Investments		33,149			18,500			28,917
Securities sold short		(1,034	)		(2,181	)		(12,051	)
Written option contracts (Note 5)		246			117			2,027
Forward foreign currency exchange contracts (Note 5)		(3,874	)		—			—
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS, SECURITIES SOLD SHORT, FUTURES CONTRACTS, OPTION CONTRACTS, AND FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS		29,669			11,896			27,175
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	26,723		$	9,852		$	27,856

(a)	Represents the period from the commencement of operations (December 29, 2015) through February 29, 2016.
See accompanying notes to financial statements.

31

CASTLEMAINE FUNDS STATEMENTS OF OPERATIONS For the Period Ended February 29, 2016(a) (Unaudited) (Continued)
	Castlemaine Market Neutral Fund			Castlemaine Multi-Strategy Fund
INVESTMENT INCOME
Dividends from unaffiliated issuers	$	2,709		$	24
Foreign tax withholding		(12	)		—
Interest		100			17
TOTAL INVESTMENT INCOME		2,797			41
EXPENSES
Accounting services fees (Note 4)		4,020			4,016
Administration fees (Note 4)		4,000			4,000
Trustees’ fees and expenses (Note 4)		2,636			2,636
Professional fees		2,566			2,566
Compliance service fees (Note 4)		2,000			2,000
Investment advisory fees (Note 4)		2,472			638
Postage and supplies		1,090			1,086
Custodian and bank service fees		963			960
Insurance expense		600			600
Registration and filing fees		139			116
Brokerage expense on securities sold short (Note 2)		192			43
Pricing fees		100			50
Dividend expense on securities sold short (Note 2)		45			—
Transfer agent fees (Note 4)		6			4
Other expenses		400			400
TOTAL EXPENSES		21,229			19,115
Less fee reductions and expense reimbursements by Adviser (Note 4)		(18,023	)		(17,395	)
NET EXPENSES		3,206			1,720
NET INVESTMENT LOSS		(409	)		(1,679	)

(a)	Represents the period from the commencement of operations (December 29, 2015) through February 29, 2016.
See accompanying notes to financial statements.

32

CASTLEMAINE FUNDS STATEMENTS OF OPERATIONS For the Period Ended February 29, 2016(a) (Unaudited) (Continued)
	Castlemaine Market Neutral Fund			Castlemaine Multi-Strategy Fund
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS, SECURITIES SOLD SHORT, FUTURES CONTRACTS, AND OPTION CONTRACTS
Net realized gains (losses) from:
Unaffiliated investments	$	(1,841	)	$	1,031
Securities sold short		427			776
Written option contracts (Note 5)		4,252			906
Futures contracts (Note 5)		(2,912	)		—
Net change in unrealized appreciation (depreciation) on:
Unaffiliated investments		22,444			4,010
Affiliated investments (Note 4)		—			12,400
Securities sold short		(11,320	)		(26	)
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS, SECURITIES SOLD SHORT, FUTURES CONTRACTS, AND OPTION CONTRACTS		11,050			19,097
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	10,641		$	17,418

(a)	Represents the period from the commencement of operations (December 29, 2015) through February 29, 2016.
See accompanying notes to financial statements.

33

CASTLEMAINE FUNDS STATEMENTS OF CHANGES IN NET ASSETS For the Period Ended February 29, 2016(a) (Unaudited)
	Castlemaine Emerging Markets Opportunities Fund			Castlemaine Event Driven Fund			Castlemaine Long/Short Fund
FROM OPERATIONS
Net investment income (loss)	$	(2,946	)	$	(2,044	)	$	681
Net realized gains (losses) from:
Investments		(645	)		(1,917	)		2,764
Securities sold short		—			(25	)		2,339
Written option contracts (Note 5)		4,739			2,468			9,122
Futures contracts (Note 5)		(2,912	)		(5,066	)		(5,943	)
Net change in unrealized appreciation (depreciation) on:
Investments		33,149			18,500			28,917
Securities sold short		(1,034	)		(2,181	)		(12,051	)
Written option contracts (Note 5)		246			117			2,027
Forward foreign currency exchange contracts (Note 5)		(3,874	)		—			—
Net increase in net assets resulting from operations		26,723			9,852			27,856
CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold		1,200,000			1,200,000			1,200,000
TOTAL INCREASE IN NET ASSETS		1,226,723			1,209,852			1,227,856
NET ASSETS
Beginning of period		—			—			—
End of period	$	1,226,723		$	1,209,852		$	1,227,856
ACCUMULATED NET INVESTMENT INCOME (LOSS)	$	(2,946	)	$	(2,044	)	$	681
CAPITAL SHARE ACTIVITY
Shares sold		120,000			120,000			120,000
Shares outstanding, beginning of period		—			—			—
Shares outstanding, end of period		120,000			120,000			120,000

(a)	Represents the period from the commencement of operations (December 29, 2015) through February 29, 2016.
See accompanying notes to financial statements.

34

CASTLEMAINE FUNDS STATEMENTS OF CHANGES IN NET ASSETS For the Period Ended February 29, 2016(a) (Unaudited) (Continued)
	Castlemaine Market Neutral Fund			Castlemaine Multi-Strategy Fund
FROM OPERATIONS
Net investment loss	$	(409	)	$	(1,679	)
Net realized gains (losses) from:
Unaffiliated investments		(1,841	)		1,031
Securities sold short		427			776
Written option contracts (Note 5)		4,252			906
Futures contracts (Note 5)		(2,912	)		—
Net change in unrealized appreciation (depreciation) on:
Unaffiliated investments		22,444			4,010
Affiliated investments (Note 4)		—			12,400
Securities sold short		(11,320	)		(26	)
Net increase in net assets resulting from operations		10,641			17,418
CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold		1,200,000			1,000,000
TOTAL INCREASE IN NET ASSETS		1,210,641			1,017,418
NET ASSETS
Beginning of period		—			—
End of period	$	1,210,641		$	1,017,418
ACCUMULATED NET INVESTMENT LOSS	$	(409	)	$	(1,679	)
CAPITAL SHARE ACTIVITY
Shares sold		120,000			100,000
Shares outstanding, beginning of period		—			—
Shares outstanding, end of period		120,000			100,000

(a)	Represents the period from the commencement of operations (December 29, 2015) through February 29, 2016.
See accompanying notes to financial statements.

35

CASTLEMAINE EMERGING MARKETS OPPORTUNITIES FUND FINANCIAL HIGHLIGHTS
Per share data for a share outstanding throughout the period:
	Period Ended February 29, 2016(a) (Unaudited)
Net asset value at beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss		(0.02	)
Net realized and unrealized gains on investments		0.24
Total from investment operations		0.22
Net asset value at end of period	$	10.22
Total return (b)		2.20	%(c)
Ratios and supplemental data:
Net assets at end of period (000’s)	$	1,227
Ratio of total expenses to average net assets		11.37	%(d)
Ratio of net expenses to average net assets (e)		1.79	%(d)
Ratio of net expenses to average net assets excluding dividend expense (e)		1.50	%(d)
Ratio of net expense to average net assets excluding dividend expense and brokerage expense on securities sold short (e)		1.49	%(d)
Ratio of net investment loss to average net assets (e)		(1.48%	)(d)
Portfolio turnover rate		5	%(c)

(a)	Represents the period from the commencement of operations (December 29, 2015) through February 29, 2016.
(b)	Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. The return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. The total return would have been lower if the Adviser had not reduced advisory fees and reimbursed expenses.
(c)	Not annualized.
(d)	Annualized.
(e)	Ratio was determined after fee reductions and expense reimbursements by the Adviser (Note 4).
See accompanying notes to financial statements.

36

CASTLEMAINE EVENT DRIVEN FUND FINANCIAL HIGHLIGHTS
Per share data for a share outstanding throughout the period:
	Period Ended February 29, 2016(a) (Unaudited)
Net asset value at beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss		(0.02	)
Net realized and unrealized gains on investments		0.10
Total from investment operations		0.08
Net asset value at end of period	$	10.08
Total return (b)		0.80	%(c)
Ratios and supplemental data:
Net assets at end of period (000’s)	$	1,210
Ratio of total expenses to average net assets		10.73	%(d)
Ratio of net expenses to average net assets (e)		1.64	%(d)
Ratio of net expenses to average net assets excluding dividend expense (e)		1.53	%(d)
Ratio of net expenses to average net assets excluding dividend expense and brokerage expense on securities sold short (e)		1.49	%(d)
Ratio of net investment loss to average net assets (e)		(1.03%	)(d)
Portfolio turnover rate		68	%(c)

(a)	Represents the period from the commencement of operations (December 29, 2015) through February 29, 2016.
(b)	Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. The return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. The total return would have been lower if the Adviser had not reduced advisory fees and reimbursed expenses.
(c)	Not annualized.
(d)	Annualized.
(e)	Ratio was determined after fee reductions and expense reimbursements by the Adviser (Note 4).
See accompanying notes to financial statements.

37

CASTLEMAINE LONG/SHORT FUND FINANCIAL HIGHLIGHTS
Per share data for a share outstanding throughout the period:
	Period Ended February 29, 2016(a) (Unaudited)
Net asset value at beginning of period	$	10.00
Income from investment operations:
Net investment income		0.01
Net realized and unrealized gains on investments		0.22
Total from investment operations		0.23
Net asset value at end of period	$	10.23
Total return (b)		2.30	%(c)
Ratios and supplemental data:
Net assets at end of period (000’s)	$	1,228
Ratio of total expenses to average net assets		10.77	%(d)
Ratio of net expenses to average net assets (e)		1.72	%(d)
Ratio of net expenses to average net assets excluding dividend expense (e)		1.56	%(d)
Ratio of net expenses to average net assets excluding dividend expense and brokerage expense on securities sold short (e)		1.49	%(d)
Ratio of net investment income to average net assets (e)		0.34	%(d)
Portfolio turnover rate		57	%(c)

(a)	Represents the period from the commencement of operations (December 29, 2015) through February 29, 2016.
(b)	Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. The return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. The total return would have been lower if the Adviser had not reduced advisory fees and reimbursed expenses.
(c)	Not annualized.
(d)	Annualized.
(e)	Ratio was determined after fee reductions and expense reimbursements by the Adviser (Note 4).
See accompanying notes to financial statements.

38

CASTLEMAINE MARKET NEUTRAL FUND FINANCIAL HIGHLIGHTS
Per share data for a share outstanding throughout the period:
	Period Ended February 29, 2016(a) (Unaudited)
Net asset value at beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss		(0.00	)(b)
Net realized and unrealized gains on investments		0.09
Total from investment operations		0.09
Net asset value at end of period	$	10.09
Total return (c)		0.90	%(d)
Ratios and supplemental data:
Net assets at end of period (000’s)	$	1,211
Ratio of total expenses to average net assets		10.65	%(e)
Ratio of net expenses to average net assets (f)		1.61	%(e)
Ratio of net expenses to average net assets excluding dividend expense (f)		1.59	%(e)
Ratio of net expenses to average net assets excluding dividend expense and brokerage expense on securities sold short (f)		1.49	%(e)
Ratio of net investment loss to average net assets (f)		(0.21%	)(e)
Portfolio turnover rate		102	%(d)

(a)	Represents the period from the commencement of operations (December 29, 2015) through February 29, 2016.
(b)	Amount rounds to less than $0.01 per share.
(c)	Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. The return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. The total return would have been lower if the Adviser had not reduced advisory fees and reimbursed expenses.
(d)	Not annualized.
(e)	Annualized.
(f)	Ratio was determined after fee reductions and expense reimbursements by the Adviser (Note 4).
See accompanying notes to financial statements.

39

CASTLEMAINE MULTI-STRATEGY FUND FINANCIAL HIGHLIGHTS
Per share data for a share outstanding throughout the period:
	Period Ended February 29, 2016(a) (Unaudited)
Net asset value at beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss		(0.01	)
Net realized and unrealized gains on investments		0.18
Total from investment operations		0.17
Net asset value at end of period	$	10.17
Total return (b)		1.70	%(c)
Ratios and supplemental data:
Net assets at end of period (000’s)	$	1,017
Ratio of total expenses to average net assets		11.28	%(d)
Ratio of net expenses to average net assets (e)		1.02	%(d)
Ratio of net expenses to average net assets excluding dividend expense (e)		1.02	%(d)
Ratio of net expenses to average net assets excluding dividend expense and brokerage expense on securities sold short (e)		0.99	%(d)
Ratio of net investment loss to average net assets (e)		(0.99%	)(d)
Portfolio turnover rate		3	%(c)

(a)	Represents the period from the commencement of operations (December 29, 2015) through February 29, 2016.
(b)	Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. The return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. The total return would have been lower if the Adviser had not reduced advisory fees and reimbursed expenses.
(c)	Not annualized.
(d)	Annualized.
(e)	Ratio was determined after fee reductions and expense reimbursements by the Adviser (Note 4).
See accompanying notes to financial statements.

40

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS
February 29, 2016 (Unaudited)

1. Organization

Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund, and Castlemaine Multi-Strategy Fund (individually, a “Fund,” and collectively, the “Funds”) are each a diversified series of Ultimus Managers Trust (the “Trust”), an open-end investment company established as an Ohio business trust under a Declaration of Trust dated February 28, 2012. Other series of the Trust are not incorporated in this report. The Funds commenced operations on December 29, 2015.

The investment objectives of the Funds are as follows:

● Castlemaine Emerging Markets Opportunities Fund seeks to provide high total return, consisting of income and capital appreciation.

● Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, and Castlemaine Multi-Strategy Fund seek capital appreciation.

● Castlemaine Market Neutral Fund seeks total return, consisting of income and capital appreciation.

2. Significant Accounting Policies

The following is a summary of the Funds’ significant accounting policies. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). As an investment company, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2013-08, the Funds follow accounting and reporting guidance under FASB Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”

Securities valuation – The Funds’ portfolio securities are value at market value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each day the NYSE is open for business. Listed securities are valued on the basis of the security’s last sale price on the security’s primary exchange, if available, otherwise at the exchange’s most recently quoted bid 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 of valuation, the option will be valued at the mean of the closing bid and ask prices for that day. Futures contracts are valued at their last sale price as of the close of trading on the NYSE; prices for these contracts are monitored by Castlemaine LLC (the “Adviser”) until the close of regular trading to determine if fair valuation is required. Investments in shares of other open-end investment companies are valued at their net asset value (“NAV”) as reported by such companies.

In the event that market quotations are not readily available or are considered unreliable due to market or other events, the securities and other assets are valued at fair value in accordance with procedures established by and under the general supervision of the Board of Trustees

41

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

(the “Board”) of the Trust. Under these procedures, the securities will be classified as Level 2 or 3 within the fair value hierarchy (see below), depending on the inputs used. Unavailable or unreliable market quotes may be due to the following factors: a substantial bid-ask spread; infrequent sales resulting in stale prices; insufficient trading volume; small trade sizes; a temporary lapse in any reliable pricing source; and actions of the securities or futures markets, such as the suspension or limitation of trading. As a result, the prices of securities used to calculate each Fund’s 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.

The following is a summary of the inputs used to value each Fund’s investments and other financial instruments as of February 29, 2016:

Castlemaine Emerging Markets Opportunities Fund	Level 1			Level 2		Level 3		Total
Investments in Securities
Common Stocks	$	628,483		$	—	$	—	$	628,483
Closed-End Funds		29,969			—		—		29,969
Exchange-Traded Funds		81,320			—		—		81,320
Purchased Option Contracts		9,465			—		—		9,465
U.S. Treasury Obligations		—			124,928		—		124,928
Total	$	749,237		$	124,928	$	—	$	874,165
Other Financial Instruments
Common Stocks – Sold Short	$	(195,689	)	$	—	$	—	$	(195,689	)
Exchange-Traded Funds – Sold Short		(59,375	)		—		—		(59,375	)
Written Option Contracts		(2,670	)		—		—		(2,670	)
Total	$	(257,734	)	$	—	$	—	$	(257,734	)

42

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

Castlemaine Event Driven Fund	Level 1			Level 2		Level 3		Total
Investments in Securities
Common Stocks	$	757,251		$	���	$	—	$	757,251
Purchased Option Contracts		9,210			—		—		9,210
U.S. Treasury Obligations		—			124,928		—		124,928
Total	$	766,461		$	124,928	$	—	$	891,389
Other Financial Instruments
Common Stocks – Sold Short	$	(76,324	)	$	—	$	—	$	(76,324	)
Exchange-Traded Funds – Sold Short		(70,914	)		—		—		(70,914	)
Written Option Contracts		(2,270	)		—		—		(2,270	)
Total	$	(149,508	)	$	—	$	—	$	(149,508	)

Castlemaine Long/Short Fund	Level 1			Level 2		Level 3		Total
Investments in Securities
Common Stocks	$	801,970		$	—	$	—	$	801,970
Exchange-Traded Fund		63,360			—		—		63,360
Purchased Option Contracts		7,975			—		—		7,975
U.S. Treasury Obligations		—			124,928		—		124,928
Total	$	873,305		$	124,928	$	—	$	998,233
Other Financial Instruments
Common Stocks – Sold Short	$	(184,244	)	$	—	$	—	$	(184,244	)
Exchange-Traded Funds – Sold Short		(244,956	)		—		—		(244,956	)
Written Option Contracts		(3,840	)		—		—		(3,840	)
Total	$	(433,040	)	$	—	$	—	$	(433,040	)

Castlemaine Market Neutral Fund	Level 1			Level 2		Level 3		Total
Investments in Securities
Common Stocks	$	485,824		$	—	$	—	$	485,824
Exchange-Traded Funds		82,740			—		—		82,740
U.S. Treasury Obligations		—			124,928		—		124,928
Total	$	568,564		$	124,928	$	—	$	693,492
Other Financial Instruments
Common Stocks – Sold Short	$	(140,876	)	$	—	$	—	$	(140,876	)
Exchange-Traded Funds – Sold Short		(301,284	)		—		—		(301,824	)
Total	$	(442,160	)	$	—	$	—	$	(442,160	)

43

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

Castlemaine Multi-Strategy Fund	Level 1			Level 2		Level 3		Total
Investments in Securities
Exchange-Traded Funds	$	128,201		$	—	$	—	$	128,201
Open-End Funds		812,400			—		—		812,400
Purchased Option Contracts		1,880			—		—		1,880
Total	$	942,481		$	—	$	—	$	942,481
Other Financial Instruments
Common Stocks – Sold Short	$	(28,956	)	$	—	$	—	$	(28,956	)

Refer to each Fund’s Schedule of Investments and Schedule of Securities Sold Short for a listing of the common stocks by industry type. As of February 29, 2016, the Funds did not have any transfers between Levels. In addition, the Funds did not hold derivative instruments or have any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of February 29, 2016. It is the Funds’ policy to recognize transfers between Levels at the end of the reporting period.

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

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

Security transactions – Security transactions are accounted for on the trade date. Gains and losses on securities sold are determined on a specific identification basis.

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

Distributions to shareholders – Distributions to shareholders arising from net investment income, if any, are declared and paid annually to shareholders. Net realized capital gains, if any, are distributed at least annually. The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. There were no distributions paid to shareholders during the period ended February 29, 2016.

Short sales – The Funds may sell securities short. For financial statement purposes, an amount equal to the settlement amount is included in the Statements of Assets and Liabilities as an asset and an equivalent liability is then subsequently marked-to-market daily to reflect the current value of the short position. Subsequent fluctuations in the market prices of securities sold, but not yet purchased, may require purchasing the

44

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

securities at prices that may differ from the market value reflected on the Statements of Assets and Liabilities. The Funds are liable for any dividends payable on securities while those securities are in a short position and will also bear other costs, such as charges for the prime brokerage accounts, in connection with the short position. These costs are reported as dividend expense and brokerage expense on securities sold short, respectively, in the Statements of Operations. As collateral for its short positions, the Funds are required under the Investment Company Act of 1940, as amended (the “1940 Act”), to maintain assets consisting of cash, cash equivalents, or other liquid securities equal to the market value of the securities sold short. The cash deposits with brokers for securities sold short are reported on the Statements of Assets and Liabilities. The amount of collateral is required to be adjusted daily to reflect changes in the value of the securities sold short. To the extent the Funds invest the proceeds received from selling securities short, it is engaging in a form of leverage. The use of leverage by the Funds may make any change in the Fund’s NAV greater than it would be without the use of leverage. Short sales are speculative transactions and involve special risks, including greater reliance on the ability of the Adviser to accurately anticipate the future value of a security.

Option contracts – The Funds may use option contracts in any manner consistent with their investment objectives and as long as their use is consistent with relevant provisions of the 1940 Act. The Funds 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 Funds invest.

Purchased option contracts – When a Fund purchases a call or put option, an amount equal to the total premium (the premium plus the commission) paid by the Fund is recorded as an asset in the Fund’s Statement of Assets and Liabilities and is subsequently marked-to-market daily. Premiums paid in the purchase of options 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 gain or loss on the sale of the security.

Written option contracts – When a Fund writes a call or put option, an amount equal to the net premium (the premium less the commission) received by the Fund is recorded as a liability in the Fund’s Statement of Assets and Liabilities and is subsequently market-to-market daily. Premiums received from writing call and put options which expire are treated as realized gains. Premiums received from writing call options which are exercised increase the proceeds used to calculate the realized gain or loss on the sale of the security. Premiums received from writing put options which are exercised decrease the basis of the security purchased.

If a closing purchase or sale transaction is used to terminate a Fund’s obligation on an option, a gain or loss will be realized, depending upon whether the price of the closing transaction is more or less than the premium previously paid on the option purchased or received on the option written.

45

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

Futures contracts – The Funds may use futures contracts to gain exposure to or hedge against changes in the value of equities, real estate, interest rates, foreign currencies, or commodities. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. When a Fund purchases or sells a futures contract, no price is paid to or received by the Fund. Instead, the Fund is required to deposit in a segregated asset account an amount of cash or qualifying securities. 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 are reported on the Statements 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 income and expenses during the reporting period. Actual results could differ from those estimates.

Federal income tax – Each Fund intends to qualify as a regulated investment company under the Internal Revenue Code of 1986 (the “Code”). Qualification generally will relieve a Fund of liability for federal income taxes to the extent 100% of its net investment income and net realized capital gains are distributed in accordance with the Code. Accordingly, no provision for income tax has been made.

In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also each Fund’s intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the 12 months ended October 31) plus undistributed amounts from prior years.

46

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

The following information is computed on a tax basis for each item as of February 29, 2016:

	Castlemaine Emerging Markets Opportunities Fund			Castlemaine Event Driven Fund			Castlemaine Long/Short Fund
Tax cost of portfolio investments	$	841,402		$	874,064		$	970,252
Gross unrealized appreciation	$	40,940		$	25,401		$	41,952
Gross unrealized depreciation		(8,177	)		(8,076	)		(13,971	)
Net unrealized appreciation		32,763			17,325			27,981
Net unrealized depreciation on securities sold short		(1,034	)		(2,181	)		(12,051	)
Net unrealized appreciation on written option contracts		246			117			2,027
Other gains (losses)		(5,252	)		(5,409	)		9,899
Accumulated earnings	$	26,723		$	9,852		$	27,856

	Castlemaine Market Neutral Fund			Castlemaine Multi-Strategy Fund
Tax cost of portfolio investments	$	675,613		$	926,071
Gross unrealized appreciation	$	25,511		$	16,782
Gross unrealized depreciation		(7,632	)		(372	)
Net unrealized appreciation		17,879			16,410
Net unrealized depreciation on securities sold short		(11,320	)		(26	)
Other gains		4,082			1,034
Accumulated earnings	$	10,641		$	17,418

47

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

As of February 29, 2016, the proceeds of securities sold short and premiums received on written options on a tax basis are as follows:

	Tax Basis of:
	Proceeds of securities sold short		Premiums received on written option contracts
Castlemaine Emerging Markets Opportunities Fund	$	254,030	$	2,916
Castlemaine Event Driven Fund		145,057		2,387
Castlemaine Long/Short Fund		417,149		5,867
Castlemaine Market Neutral Fund		430,840		—
Castlemaine Multi-Strategy Fund		28,930		—

The difference between the federal income tax cost of portfolio investments and the financial statement cost of portfolio investments for Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, and Castlemaine Market Neutral Fund is due to certain timing differences in the recognition of capital gains or losses under income tax regulations and GAAP. These “book/tax” differences are temporary in nature and are due primarily to the tax deferral of losses on wash sales.

The Funds recognize the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has reviewed each Fund’s tax positions for the period ended February 29, 2016 and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements. Each Fund is subject to examination by U.S. federal tax authorities for the current interim tax period.

3. Investment Transactions

During the period ended February 29, 2016, cost of purchases and proceeds from sales of investment securities, other than short-term investments, U.S. government securities, and short positions, were as follows:

	Cost of Purchases		Proceeds from Sales
Castlemaine Emerging Markets Opportunities Fund	$	718,249	$	12,297
Castlemaine Event Driven Fund		933,075		192,900
Castlemaine Long/Short Fund		1,005,879		173,110
Castlemaine Market Neutral Fund		765,724		215,484
Castlemaine Multi-Strategy Fund		941,381		18,302

48

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

4. Transactions with Related Parties

INVESTMENT ADVISORY AGREEMENT

Each Fund’s investments are managed by the Adviser pursuant to the terms of an Investment Advisory Agreement (the “Castlemaine Agreement”). Under the Castlemaine Agreement, the Funds pay the Adviser an advisory fee, computed and accrued daily and paid monthly, at the annual rate of 1.24% of the average daily net assets of each of Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, and Castlemaine Market Neutral Fund; and at the annual rate of 1.24% of the average daily net assets of Castlemaine Multi-Strategy Fund excluding that portion of the Fund’s average net assets invested in any affiliated fund managed by the Adviser.

Pursuant to an Expense Limitation Agreement (the “ELA”) between each Fund and the Adviser, the Adviser has contractually agreed, until December 31, 2018, to reduce investment advisory fees and reimburse other expenses to limit Total Annual Fund Operating Expenses (exclusive of brokerage costs; taxes; interest; acquired fund fees and expenses; costs to organize the fund; extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business; and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act), to an amount not exceeding 1.49% of the average daily net assets of Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, and Castlemaine Market Neutral Fund and to an amount not exceeding 0.99% of the average daily net assets of Castlemaine Multi-Strategy Fund. Accordingly, during the period ended February 29, 2016, the Adviser did not collect any of its advisory fees and, in addition, reimbursed other operating expenses as follows:

Castlemaine Emerging Markets Opportunities Fund	$	16,557
Castlemaine Event Driven Fund		15,562
Castlemaine Long/Short Fund		15,548
Castlemaine Market Neutral Fund		15,551
Castlemaine Multi-Strategy Fund		16,757

Under the terms of the ELA, investment advisory fee reductions and expense reimbursements by the Adviser are subject to repayment by each Fund for a period of three years after such fees and expense reimbursements 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

49

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

the expenses to be repaid were incurred. As of February 29, 2016, the Adviser may seek repayment of investment advisory fee reductions and expense reimbursements no later than February 28, 2019 in the following amounts:

Castlemaine Emerging Markets Opportunities Fund	$	19,021
Castlemaine Event Driven Fund		18,021
Castlemaine Long/Short Fund		18,019
Castlemaine Market Neutral Fund		18,023
Castlemaine Multi-Strategy Fund		17,395

An officer of the Funds is also an officer of the Adviser.

OTHER SERVICE PROVIDERS

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

DISTRIBUTION AGREEMENT

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

Certain officers and a Trustee of the Trust are also officers of Ultimus and the Distributor.

TRUSTEE COMPENSATION

Each Independent Trustee receives from each Fund a $500 annual retainer and a fee of $500 for each Board meeting attended plus reimbursement of travel and other meeting-related expenses. Trustees affiliated with the Adviser or Ultimus are not compensated by the Funds for their services.

50

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

PRINCIPAL HOLDERS OF FUND SHARES

As of February 29, 2016, the following shareholders owned of record 5% or more of the outstanding shares of the Funds:

	% Ownership
Name of Record Owner	Castlemaine Emerging Markets Opportunities Fund	Castlemaine Event Driven Fund	Castlemaine Long/Short Fund	Castlemaine Market Neutral Fund	Castlemaine Multi-Strategy Fund
Colm O’Shea	83%	83%	83%	83%	100%
Castlemaine Multi-Strategy Fund	17%	17%	17%	17%	—

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

AFFILIATED INVESTMENTS

Certain open-end investment companies held by Castlemaine Multi-Strategy Fund are managed by the Adviser, thereby making such funds affiliated companies as defined by the 1940 Act.

As of February 29, 2016, Castlemaine Multi-Strategy Fund owned shares of Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, and Castlemaine Market Neutral Fund (the “Afflilated Investments”). Information regarding Castlemaine Multi-Strategy Fund’s holdings in the Affiliated Investments during the period ended February 29, 2016 is as follows:

	December 29, 2015(a) Value		Purchases		Change in Unrealized Appreciation		February 29, 2016 Value
Castlemaine Emerging Markets Opportunities Fund	$	—	$	200,000	$	4,400	$	204,400
Castlemaine Event Driven Fund		—		200,000		1,600		201,600
Castlemaine Long/Short Fund		—		200,000		4,600		204,600
Castlemaine Market Neutral Fund		—		200,000		1,800		201,800
Total	$	—	$	800,000	$	12,400	$	812,400

^(a) Castlemaine Multi-Strategy Fund commenced operations on December 29, 2015.

51

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

Castlemaine Multi-Strategy Fund did not realize any capital gains or losses or receive any dividend income from the Affiliated Investments during the period ended February 29, 2016.

5. Derivatives Transactions

Transactions in option contracts written by the Funds during the period ended February 29, 2016 were as follows:

	Option Contracts			Option Premiums
Castlemaine Emerging Markets Opportunities Fund
Options outstanding at beginning of period		—		$	—
Options written		147			12,618
Options cancelled in a closing purchase transaction		(86	)		(9,363	)
Options expired		(1	)		(339	)
Options outstanding at end of period		60		$	2,916
Castlemaine Event Driven Fund
Options outstanding at beginning of period		—		$	—
Options written		68			8,696
Options cancelled in a closing purchase transaction		(27	)		(5,970	)
Options expired		(1	)		(339	)
Options outstanding at end of period		40		$	2,387
Castlemaine Long/Short Fund
Options outstanding at beginning of period		—		$	—
Options written		137			21,981
Options cancelled in a closing purchase transaction		(32	)		(10,793	)
Options expired		(39	)		(3,984	)
Options exercised		(11	)		(1,337	)
Options outstanding at end of period		55		$	5,867
Castlemaine Market Neutral Fund
Options outstanding at beginning of period		—		$	—
Options written		69			10,071
Options cancelled in a closing purchase transaction		(7	)		(5,353	)
Options expired		(22	)		(2,424	)
Options exercised		(40	)		(2,294	)
Options outstanding at end of period		—		$	—

52

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

	Option Contracts			Option Premiums
Castlemaine Multi-Strategy Fund
Options outstanding at beginning of period		—		$	—
Options written		10			906
Options expired		(10	)		(906	)
Options outstanding at end of period		—		$	—

Derivative positions of Castlemaine Emerging Markets Opportunities Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, and Castlemaine Multi-Strategy Fund as of February 29, 2016 are recorded in the following locations in the Statements of Assets and Liabilities:

		Fair value
Type of derivative	Location	Asset Derivatives		Liability Derivatives
Castlemaine Emerging Markets Opportunities Fund
Equity options purchased	Investments in securities, at value	$	9,465	$	—
Equity options written	Written options, at value		—		(2,670	)
Total		$	9,465	$	(2,670	)
Castlemaine Event Driven Fund
Equity options purchased	Investments in securities, at value	$	9,210	$	—
Equity options written	Written options, at value		—		(2,270	)
Total		$	9,210	$	(2,270	)
Castlemaine Long/Short Fund
Equity options purchased	Investments in securities, at value	$	7,975	$	—
Equity options written	Written options, at value		—		(3,840	)
Total		$	7,975	$	(3,840	)
Castlemaine Multi-Strategy Fund
Equity options purchased	Investments in securities, at value	$	1,880	$	—
Total		$	1,880	$	—

53

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

Castlemaine Emerging Markets Opportunities Fund Forward Foreign Currency Exchange Contracts
Settlement Date	To Deliver			To Receive			Initial Value			Market Value			Unrealized Appreciation		Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Asset Derivatives
7/29/2016		2,000,000	MXP		106,869	USD		106,869			108,984		$	2,115	$	—		$	2,115
Liability Derivatives
7/12/2016		131,406	USD		500,000	SAR		(131,406	)		(132,935	)		—		(1,529	)		(1,529	)
7/14/2016		135,465	USD		5,000,000	THB		(135,465	)		(139,925	)		—		(4,460	)		(4,460	)
														—		(5,989	)		(5,989	)
Total													$	2,115	$	(5,989	)	$	(3,874	)

MXP - Mexican Peso

SAR - Saudi Arabian Riyal

THB - Thailand Baht

As of February 29, 2016, the Funds did not hold any futures contracts. In addition, Castlemaine Market Neutral Fund did not hold any derivative instruments as of February 29, 2016.

Transactions in derivative instruments for the Funds during the period ended February 29, 2016 are recorded in the following locations in the Statements of Operations:

Derivative Investment Type	Location
Futures contracts	Net realized gains (losses) from futures contracts
Option contracts	Net realized gains (losses) from options
	Net change in unrealized appreciation (depreciation) on option contracts
Forward foreign currency exchange contracts	Net change in unrealized appreciation (depreciation) on foreign currency translation

54

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

The following is a summary of net realized gains (losses) and net change in unrealized appreciation (depreciation) on derivative instruments for the Funds during the period ended February 29, 2016:

Type of Derivative	Net Realized Gains (Losses)			Net Change in Unrealized Appreciation (Depreciation)			Net Realized Gains (Losses)			Net Change in Unrealized Appreciation (Depreciation)
	Castlemaine Emerging Markets Opportunties Fund						Castlemaine Event Driven Fund
Option contracts
Purchased equity options	$	—		$	(1,302	)	$	—		$	(479	)
Written equity options		2,830			246			239			117
Written options on financial futures		1,909			—			2,229			—
Total option contracts		4,739			(1,056	)		2,468			(362	)
Financial futures contracts		(2,912	)		—			(5,066	)		—
Forward foreign currency exchange contracts		—			(3,874	)		—			—
Total	$	1,827		$	(4,930	)	$	(2,598	)	$	(362	)
									��
	Castlemaine Long/Short Fund						Castlemaine Market Neutral Fund
Option contracts
Purchased equity options	$	—		$	(1,677	)	$	—		$	—
Written equity options		3,889			2,027			1,649			—
Written options on financial futures		5,233			—			2,603			—
Total option contracts		9,122			350			4,252			—
Financial futures contracts		(5,943	)		—			(2,912	)		—
Total	$	3,179		$	350		$	1,340		$	—
	Castlemaine Multi-Strategies Fund
Option contracts
Purchased equity options	$	—		$	(80	)
Written equity options		906			—
Total	$	906		$	(80	)

55

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

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

As of February 29, 2016, the offsetting of financial assets and derivatives assets is as follows:

Castlemaine Emerging Markets Opportunities Fund
Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in Statements of Assets and Liabilities		Net Amounts of Assets Presented in Statements of Assets and Liabilities		Collateral Pledged		Net Amount
Unrealized appreciation on forward foreign currency exchange contracts	$	2,115	$	—	$	2,115	$	—	$	2,115
Total subject to a master netting or similar arrangement	$	2,115	$	—	$	2,115	$	—	$	2,115

As of February 29, 2016, the offsetting of financial liabilities and derivative liabilities is as follows:

Castlemaine Emerging Markets Opportunities Fund
Description	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in Statements of Assets and Liabilities		Net Amounts of Liabilities Presented in Statements of Assets and Liabilities		Collateral Pledged		Net Amount
Unrealized depreciation on forward foreign currency exchange contracts	$	5,989	$	—	$	5,989	$	—	$	5,989
Written options at market value		2,670		—		2,670		—		2,670
Total subject to a master netting or similar arrangement	$	8,659	$	—	$	8,659	$	—	$	8,659

56

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

Castlemaine Event Driven Fund
Description	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in Statements of Assets and Liabilities		Net Amounts of Liabilities Presented in Statements of Assets and Liabilities		Collateral Pledged		Net Amount
Written options at market value	$	2,270	$	—	$	2,270	$	—	$	2,270
Total subject to a master netting or similar arrangement	$	2,270	$	—	$	2,270	$	—	$	2,270

Castlemaine Long/Short Fund
Description	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in Statements of Assets and Liabilities		Net Amounts of Liabilities Presented in Statements of Assets and Liabilities		Collateral Pledged		Net Amount
Written options at market value	$	3,840	$	—	$	3,840	$	—	$	3,840
Total subject to a master netting or similar arrangement	$	3,840	$	—	$	3,840	$	—	$	3,840

As of February 29, 2016, Castlemaine Market Neutral Fund and Castlemaine Multi-Strategy Fund were not engaged in any netting arrangements.

6. Contingencies and Commitments

The Funds indemnify the Trust’s officers and Trustees for certain liabilities that might arise from their performance of their duties to the Funds. Additionally, in the normal course of business the Funds enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. Each Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.

57

CASTLEMAINE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

7. Subsequent Events

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

58

CASTLEMAINE FUNDS
ABOUT YOUR FUND’S EXPENSES (Unaudited)

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

A mutual fund’s ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The expenses in the table below are based on an investment of $1,000 made at the beginning of the most recent period (December 29, 2015) and held until the end of the period (February 29, 2016).

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

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

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

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

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

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

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

59

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

	Beginning Account Value September 1, 2015(a)	Ending Account Value February 29, 2016	Net Expense Ratio(b)	Expenses Paid During Period(c)
Castlemaine Emerging Markets Opportunities Fund
Based on Actual Fund Return	$1,000.00	$1,022.00	1.79%	$3.12
Based on Hypothetical 5% Return (before expenses)	$1,000.00	$1,015.96	1.79%	$8.97
Castlemaine Event Driven Fund
Based on Actual Fund Return	$1,000.00	$1,008.00	1.64%	$2.83
Based on Hypothetical 5% Return (before expenses)	$1,000.00	$1,016.71	1.64%	$8.22
Castlemaine Long/Short Fund
Based on Actual Fund Return	$1,000.00	$1,023.00	1.72%	$2.99
Based on Hypothetical 5% Return (before expenses)	$1,000.00	$1,016.31	1.72%	$8.62
Castlemaine Market Neutral Fund
Based on Actual Fund Return	$1,000.00	$1,009.00	1.61%	$2.78
Based on Hypothetical 5% Return (before expenses)	$1,000.00	$1,016.86	1.61%	$8.07
Castlemaine Multi-Strategy Fund
Based on Actual Fund Return	$1,000.00	$1,017.00	1.02%	$1.77
Based on Hypothetical 5% Return (before expenses)	$1,000.00	$1,019.79	1.02%	$5.12

(a)	Beginning Account Value is as of December 29, 2015 (date of commencement of operations for each Fund) for Actual Fund Return information.
(b)	Annualized, based on each Fund’s expenses for the period since inception.
(c)	Expenses are equal to each Fund's annualized expense ratio multiplied by the average account value over the period, multiplied by 63/366 (to reflect the period since inception) and 182/366 (to reflect the one-half year period) for Actual Fund Return and Hypothetical 5% Return information, respectively.

60

CASTLEMAINE FUNDS
OTHER INFORMATION (Unaudited)

A description of the policies and procedures that the Funds use to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-888-594-0006, or on the SEC’s website at http://www.sec.gov. Information regarding how the Funds voted proxies relating to portfolio securities during the period ended June 30, 2016 will be available prior to September 1, 2016 without charge upon request by calling toll-free 1-888-594-0006, or on the SEC’s website at http://www.sec.gov.

The Trust files a complete listing of portfolio holdings for the Funds with the SEC as of the end of the first and third quarters of each fiscal year on Form N-Q. These filings are available upon request by calling 1-888-594-0006. Furthermore, you may obtain a copy of the filings on the SEC’s website at http://www.sec.gov. The Trust’s Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

61

CASTLEMAINE FUNDS
APPROVAL OF INVESTMENT ADVISORY AGREEMENTS
(Unaudited)

The Board of Trustees (the “Board”), including the Independent Trustees voting separately, reviewed and approved the Funds’ Castlemaine Agreement with the Adviser for an initial two-year term. Approval took place at an in-person meeting held on October 19-20, 2015, at which all of the Trustees were present.

In the course of their deliberations, the Board was advised by legal counsel. The Board received and reviewed a substantial amount of information provided by the Adviser in response to requests of the Board and legal counsel.

In considering the Castlemaine Agreement and reaching their conclusions with respect thereto, the Board reviewed and analyzed various factors that they determined were relevant, including the factors described below.

The nature, extent, and quality of the services to be provided by the Adviser. In this regard, the Board considered the responsibilities the Adviser would have under the Castlemaine Agreement for each Fund. The Board also considered the anticipated services that the Adviser would provide to each Fund including, without limitation, the Adviser’s procedures for formulating investment recommendations and assuring compliance with the Fund’s investment objective and limitations, proposed initial marketing and distribution efforts, and compliance procedures and practices. After reviewing the foregoing and further information provided to the Board (e.g., descriptions of the Adviser’s business and Form ADV), the Board concluded that the quality, extent, and nature of the services to be provided by the Adviser to each Fund were satisfactory and adequate.

The investment management capabilities and experience of the Adviser. In this regard, the Board considered the investment management experience of the portfolio manager. The Board considered its discussion with the Adviser’s representatives regarding the investment objective and strategies for each Fund and the Adviser’s experience and plans for implementing such strategies. In particular, the Board received information from the Adviser regarding the experience of the portfolio manager of the Funds in managing in the past substantially similar or like strategies as the Funds. After consideration of these and other factors, the Board determined that the Adviser has the requisite experience to serve as investment adviser for each Fund.

The costs of the services to be provided and profits to be realized by the Adviser and its affiliates from the relationship with the Funds. In this regard, the Board considered the Adviser’s methods of operation; the education and experience of its personnel; its compliance program, policies, and procedures; its financial condition and the level of commitment to the Funds; the projected asset levels of the Funds; and the overall expenses of the Funds, including the advisory fees. The Board reviewed the Expense Limitation Agreement (the “ELA”), and noted the benefit to each Fund from the Adviser’s commitment to reduce its advisory fee or reimburse other operating expenses until December 31, 2018. The Board reviewed the Adviser’s financial condition and its ability to satisfy its financial commitments to the Funds. The Board considered the support

62

CASTLEMAINE FUNDS
APPROVAL OF INVESTMENT ADVISORY AGREEMENTS
(Unaudited) (Continued)

of the principals of the Adviser in assuring that it has adequate capital to meet its obligations. The Board also considered potential benefits for the Adviser in managing the Funds, including promotion of the Adviser’s name. The Board compared each Fund’s proposed advisory fee and overall expense ratio to other comparable funds (in terms of the type of fund, the style of investment management, the projected size of the Funds, and the nature of the investment strategies) and the fees charged by the Adviser to other managed accounts with similar investment strategies. The Board noted that for Castlemaine Emerging Markets Opportunities Fund the Fund’s advisory fee (1.24%) is below the peer group’s average and median, but above the category average and median for the Morningstar Emerging Markets Category. The Board noted that for Castlemaine Event Driven Fund, the Fund’s advisory fee (1.24%) is below the peer group’s average and median, and there is no comparable Morningstar category. The Board noted that for Castlemaine Long/Short Fund, the Fund’s advisory fee (1.24%) is below the peer group’s average and median, but close to the average and median for the Morningstar Long/Short Category. The Board noted that for Castlemaine Market Neutral Fund, the Fund’s advisory fee (1.24%) is below the peer group’s average and median, but above the average and median for the Morningstar Market Neutral Category. The Board noted that for Castlemaine Multi-Strategy Fund (the “Multi-Strategy Fund”), while the Fund’s advisory fee (1.24%) is below the peer group’s average and median, it is above the Morningstar Multi-Alternative Category. The Board further noted that the proposed overall annual expense ratio (1.49%) for each Fund (except the Multi-Strategy Fund) is below the peer group’s and category’s average and median expense ratios—with the exception of the median for the Emerging Markets Category, which is one basis point lower. For the Multi-Strategy Fund, the proposed expense limit of 0.99% is substantially below the Morningstar Multi-Alternative Category average and median, and places that Fund in the category’s top quartile. The Board also considered the investment style and strategy of each Fund versus its peer groups. Upon further consideration and discussion of the foregoing, the Board concluded that the proposed advisory fee and total expense limit for each Fund is fair and reasonable.

The extent to which the Funds and their investors would benefit from economies of scale. In this regard, the Board considered the Castlemaine Agreement and the ELA. The Board determined that although the proposed advisory fee was flat and would stay the same as asset level increased, the shareholders of each Fund would benefit from the ELA until the fund’s assets grew to a level where its expenses otherwise fall below the expense limit. Following further consideration of each Fund’s projected asset levels, expectations for growth, and level of fees, the Board determined that the Funds’ fee arrangements with the Adviser would provide benefits for the next few years, and the Board can review the arrangements going forward as necessary. The Board concluded each Fund’s arrangements with the Adviser were fair and reasonable in relation to the nature and quality of services to be provided by the Adviser and would benefit the Fund and its shareholders.

63

CASTLEMAINE FUNDS
APPROVAL OF INVESTMENT ADVISORY AGREEMENTS
(Unaudited) (Continued)

Brokerage and portfolio transactions. The Board considered the Adviser’s policies and procedures as it relates to seeking best execution for its clients. The Board also considered for each Fund the anticipated portfolio turnover rate for the fund; the method and basis for selecting and evaluating broker-dealers; any anticipated allocation of portfolio business to persons affiliated with the Adviser; and the extent to which the Fund’s trades may be allocated to soft-dollar arrangements. The Board determined for each Fund that the Adviser’s practices regarding brokerage and portfolio transactions were satisfactory.

Possible conflicts of interest. In evaluating the possibility for conflicts of interest, the Board considered such matters as the Adviser’s process for allocating trades among the Funds and potential future clients with similar types of investment objectives and strategies. The Board also considered the substance and administration of the Adviser’s Code of Ethics. Following consideration of these factors, the Board determined for each Fund that the Adviser’s standards and practices relating to the identification and mitigation of potential conflicts of interests were satisfactory.

Conclusion

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

64

This page intentionally left blank.

Semi-Annual Report

February 29, 2016
(Unaudited)

MARSHFIELD CONCENTRATED OPPORTUNITIES FUND
LETTER TO SHAREHOLDERS	March 15, 2016

Since its launch on December 29, 2015 through the period ended February 29, 2016, the Marshfield Concentrated Opportunity Fund produced a cumulative total return of -6.50% compared to -6.65% for the S&P 500 Index over the same period. Marshfield believes that its conservative approach to investing, which encompasses a willingness to hold cash when it does not see sufficient opportunities to invest in high caliber companies at a reasonable price, an emphasis on company quality, and a sell discipline that takes into account (among other things) extreme overvaluation, helps buoy its portfolio performance in down markets. This has been true for its managed portfolios generally over Marshfield’s history and we believe that this is reflected in the Fund results for the first quarter.

The beginning of 2016 could be entitled “Volatility: the Force Awakens”. We believe strongly in market volatility as a source of energy for our investing; without it, we think that building an intelligent and resilient portfolio is nigh on impossible. Exploiting the misjudgments of those who sell based on temporary, unfounded fears is a powerful tool for assembling a low cost team of great companies able to navigate the dark forces of a highly competitive world. For a variety of reasons, however, volatility since the financial crisis has been artificially dampened—not because of deep investor faith in the robustness of the U.S. economic recovery, but, strangely, because of its opposite. The Federal Reserve, wielding the weapon of ultra-low interest rates to combat the combined perils of lethargic consumer spending, high unemployment, and sluggish business investment, has spurred investors to seek reward in asset categories such as stocks that promised greater than the anemic returns available on cash and fixed income. High dividend stocks looked particularly appealing to many investors in this environment, thereby reinforcing the inherent “what have you done for me lately” bias of the market. Now that the Fed is loosening its grip, the latent restlessness of market participants has reemerged, enabling us to dip in and out as buyers on the downside and sellers on the upside, paring back or supplementing existing holdings as circumstances dictated. The market’s caprices have also enabled us to establish newer beachheads in certain stocks that we have been following for some time.

Let’s back up a bit and review some first principles of investing. Ben Graham, who invented our way of investing in the 1930’s, viewed the stock market as a barometer of investor sentiment. As such, it was dangerous to impute too much meaning to its movements. This is particularly true during periods of steep downdraft when emotional investing tends to gather momentum simply from the decline itself. Having said that, clear-eyed analysis of the kernels of truth to which the market might be (overly) responding needs to be examined and viewed in proportion to the actual risks that they pose.

The reasons for sharp moves in the market as a whole can therefore never be evaluated without understanding the prevailing psychology of market participants. It is our view that what we see today is not so much investors responding rationally to the failure of China to sustain its supercharged growth, the strengthening of the U.S. dollar, the decline of oil and gas prices, or even the elevated levels of the stock

1

market itself but rather investors frightened by disruptions to their expectations about each of these. Discontinuities are inherently destabilizing from an emotional perspective, and when they cumulate, the impact is amplified. You have—literally and figuratively—disturbed the equilibrium of market participants and they respond the way they have historically done, by selling indiscriminately.

Ironically, the very rosiness of the economic scenario running up to the current choppiness may have set things up for this moment. What looked like smooth sailing after years of post-recession anticipation (jobs are being created, wages have started to increase, house prices are steadily rising) have turned out to be a fragile set of expectations unable to support the level of endorphins that had been feeding the stock market for years. As often occurs, the world was not as interested in sustaining the fantasy as market participants were. If you bet, as a lot of people have, that the future will be a continuation of the recent past, then discontinuities like we’re seeing today mean that you are suddenly wrong. That’s why people become angry and frightened.

Having said all this, it is important to note that this period has not been without real economic events. The beginning of 2016 witnessed the continued slide of energy and commodity prices. While we have no first order investments in energy companies and have long steered clear of other commodities, several of our holdings are viewed by the market as (and to some extent are) secondary or tertiary plays on oil, gas or coal: e.g., Fastenal, Union Pacific and even Goldman Sachs. In addition, the strong dollar of late affected not just Fastenal but our other manufacturing businesses such as Deere and Cummins as well. We believe that each of these companies continues to have a vigorous underlying business, and to the extent volatility has given us opportunities to buy their shares over the last few months we did so—as did each of these companies itself.

In sum, our approach to a period such as this is to stick to our discipline. What does that entail? Understanding what’s real (e.g., gas prices are down, so certain sectors are affected, probably only temporarily, but others, such as consumers and manufacturers are benefited) and what’s fantasy. Acting with equanimity to exploit the misjudgments of the crowd. Being patient and not pulling the trigger before your buy price, with a fat margin of safety embedded in it, has been reached. And, if the buying opportunities surpass your store of cash, figuring out what you’d like to sell (what might be most overpriced, for example) so that you can stock up on the goodies others have impetuously put on sale. As we see it, only in a galaxy far, far away will energy prices persist at uneconomically low levels indefinitely and U.S. manufacturers prove incapable over time of adapting to the challenges posed by a strong currency. While we wait for the (as we see it) inevitable equilibration, we’re content to hold stock in companies that need no special effects in order to have a shot at earning decent returns.

Sincerely,

Christopher M. Niemczewski
Portfolio Manager Elise J. Hoffmann
Portfolio Manager

2

Past performance is not predictive of future performance. Investment results and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Performance data current to the most recent month-end are available by calling 1-855-691-5288.

An investor should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. The Fund’s prospectus contains this and other important information. To obtain a copy of the Fund’s prospectus please call 1-855-691-5288 and a copy will be sent to you free of charge. Please read the prospectus carefully before you invest. The Fund is distributed by Ultimus Fund Distributors, LLC.

The Letter to Shareholders seeks to describe some of the Adviser’s current opinions and views of the financial markets. Although the Adviser believes it has a reasonable basis for any opinions or views expressed, actual results may differ, sometimes significantly so, from those expected or expressed. The securities held by the Fund that are discussed in the Letter to Shareholders were held during the period covered by this Report. They do not comprise the entire investment portfolio of the Fund, may be sold at any time, and may no longer be held by the Fund. For a complete list of securities held by the Fund as of February 29, 2016, please see the Schedule of Investments section of the Semi-Annual Report. The opinions of the Fund’s adviser with respect to those securities may change at any time.

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

3

MARSHFIELD CONCENTRATED OPPORTUNITIES FUND
PORTFOLIO INFORMATION
February 29, 2016 (Unaudited)

Portfolio Allocation (% of Net Assets)

Top 10 Holdings

Security Description	% of Net Assets
Arch Capital Group Ltd.	9.1%
Moody's Corp.	8.7%
Wells Fargo & Co.	6.7%
Fastenal Co.	6.2%
Goldman Sachs Group, Inc. (The)	6.0%
NVR, Inc.	5.9%
Deere & Co.	5.1%
YUM! Brands, Inc.	5.1%
Cummins, Inc.	4.9%
Expeditors International of Washington, Inc.	4.7%

4

MARSHFIELD CONCENTRATED OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS February 29, 2016 (Unaudited)
COMMON STOCKS — 95.4%	Shares		Value
Consumer Discretionary — 20.4%
Diversified Consumer Services — 1.6%
Strayer Education, Inc. *		1,774	$	80,061
Hotels, Restaurants & Leisure — 5.2%
Chipotle Mexican Grill, Inc. *		10		5,092
YUM! Brands, Inc.		3,443		249,514
				254,606
Household Durables — 10.0%
NVR, Inc. *		177		289,749
Toll Brothers, Inc. *		7,343		201,565
				491,314
Specialty Retail — 3.6%
Ross Stores, Inc.		3,266		179,565
Financials — 40.9%
Banks — 10.6%
U.S. Bancorp		4,969		191,406
Wells Fargo & Co.		7,064		331,443
				522,849
Capital Markets — 6.0%
Goldman Sachs Group, Inc. (The)		1,973		295,023
Diversified Financial Services — 10.7%
Leucadia National Corp.		6,872		99,300
Moody's Corp.		4,850		430,680
				529,980
Insurance — 13.6%
Allied World Assurance Co. Holdings, AG		6,959		225,402
Arch Capital Group Ltd. *		6,588		447,589
				672,991
Health Care — 1.3%
Life Sciences Tools & Services — 1.3%
Waters Corp. *		547		65,809
Industrials — 24.9%
Air Freight & Logistics — 4.7%
Expeditors International of Washington, Inc.		5,116		234,210

5

MARSHFIELD CONCENTRATED OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS (Continued)
COMMON STOCKS — 95.4% (Continued)	Shares		Value
Industrials — 24.9% (Continued)
Machinery — 10.0%
Cummins, Inc.		2,500	$	243,925
Deere & Co.		3,138		251,605
				495,530
Road & Rail — 4.0%
Union Pacific Corp.		2,484		195,888
Trading Companies & Distributors — 6.2%
Fastenal Co.		6,727		304,666
Information Technology — 7.9%
IT Services — 7.9%
MasterCard, Inc. - Class A		2,183		189,746
Visa, Inc. - Class A		2,746		198,783
				388,529
Total Investments at Value — 95.4% (Cost $4,741,287)			$	4,711,021
Other Assets in Excess of Liabilities — 4.6%				226,031
Net Assets — 100.0%			$	4,937,052

*	Non-income producing security.
See accompanying notes to financial statements.

6

MARSHFIELD CONCENTRATED OPPORTUNITIES FUND STATEMENT OF ASSETS AND LIABILITIES February 29, 2016 (Unaudited)
ASSETS
Investments in securities:
At acquisition cost	$	4,741,287
At value (Note 2)	$	4,711,021
Cash		215,144
Dividends receivable		9,130
Receivable for investment securities sold		5,512
Receivable from Adviser (Note 4)		5,384
Other assets		4,242
Total assets		4,950,433
LIABILITIES
Payable to administrator (Note 4)		6,280
Payable for investment securities purchased		4,168
Other accrued expenses		2,933
Total liabilities		13,381
NET ASSETS	$	4,937,052
NET ASSETS CONSIST OF:
Paid-in capital	$	4,964,483
Accumulated net investment income		4,111
Accumulated net realized losses from security transactions		(1,276	)
Net unrealized depreciation on investments		(30,266	)
NET ASSETS	$	4,937,052
Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)		527,890
Net asset value, offering price and redemption price per share (Note 2)	$	9.35

See accompanying notes to financial statements.

7

MARSHFIELD CONCENTRATED OPPORTUNITIES FUND STATEMENT OF OPERATIONS For the Period Ended February 29, 2016 (a) (Unaudited)
INVESTMENT INCOME
Dividend income	$	11,356
EXPENSES
Investment advisory fees (Note 4)		5,796
Fund accounting fees (Note 4)		4,053
Administration fees (Note 4)		4,000
Registration and filing fees		3,117
Professional fees		2,966
Trustees' fees and expenses (Note 4)		2,637
Transfer agent fees (Note 4)		2,500
Compliance fees (Note 4)		2,000
Postage and supplies		1,491
Custody and bank service fees		927
Other expenses		753
Total expenses		30,240
Less fee reductions and expense reimbursements by the Adviser (Note 4)		(22,995	)
Net expenses		7,245
NET INVESTMENT INCOME		4,111
REALIZED AND UNREALIZED LOSSES ON INVESTMENTS
Net realized losses from security transactions		(1,276	)
Net change in unrealized appreciation (depreciation) on investments		(30,266	)
NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS		(31,542	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(27,431	)

(a)	Represents the period from the commencement of operations (December 29, 2015) through February 29, 2016.
See accompanying notes to financial statements.

8

MARSHFIELD CONCENTRATED OPPORTUNITIES FUND STATEMENT OF CHANGES IN NET ASSETS
	Period Ended February 29, 2016 (a) (Unaudited)
FROM OPERATIONS
Net investment income	$	4,111
Net realized losses from security transactions		(1,276	)
Net change in unrealized appreciation (depreciation) on investments		(30,266	)
Net decrease in net assets resulting from operations		(27,431	)
CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold		4,964,483
TOTAL INCREASE IN NET ASSETS		4,937,052
NET ASSETS
Beginning of period		—
End of period	$	4,937,052
ACCUMULATED NET INVESTMENT INCOME	$	4,111
CAPITAL SHARE ACTIVITY
Shares sold		527,890
Shares outstanding at beginning of period		—
Shares outstanding at end of period		527,890

(a)	Represents the period from the commencement of operations (December 29, 2015) through February 29, 2016.
See accompanying notes to financial statements.

9

MARSHFIELD CONCENTRATED OPPORTUNITIES FUND FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout the Period
	Period Ended February 29, 2016 (a) (Unaudited)
Net asset value at beginning of period	$	10.00
Income (loss) from investment operations:
Net investment income		0.01
Net realized and unrealized losses on investments		(0.66	)
Total from investment operations		(0.65	)
Net asset value at end of period	$	9.35
Total return (b)		(6.50%	)(c)
Net assets at end of period (000's)	$	4,937
Ratios/supplementary data:
Ratio of total expenses to average net assets		5.22	%(d)
Ratio of net expenses to average net assets (e)		1.25	%(d)
Ratio of net investment income to average net assets (e)		0.71	%(d)
Portfolio turnover rate		1	%(c)

(a)	Represents the period from the commencement of operations (December 29, 2015) through February 29, 2016.
(b)	Total return is a measure of the change in value of an investment in the Fund over the period covered. The return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total return would be lower if the Adviser had not reduced advisory fees and reimbursed expenses (Note 4).
(c)	Not annualized.
(d)	Annualized.
(e)	Ratio was determined after advisory fee reductions and expense reimbursements (Note 4).
See accompanying notes to financial statements.

10

MARSHFIELD CONCENTRATED OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS
February 29, 2016 (Unaudited)

1. Organization

Marshfield Concentrated Opportunities Fund (the “Fund”) is a non-diversified series of Ultimus Managers Trust (the “Trust”), an open-end investment company established as an Ohio business trust under a Declaration of Trust dated February 28, 2012. Other series of the Trust are not incorporated in this report. The Fund commenced operations on December 29, 2015.

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

2. Significant Accounting Policies

The following is a summary of the Fund’s significant accounting policies. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). As an investment company, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2013-08, the Fund follows accounting and reporting guidance under FASB Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”

Securities valuation – The Fund values its portfolio securities at market value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open for business. The Fund values its listed securities on the basis of the security’s last sale price on the security’s primary exchange, if available, otherwise at the exchange’s most recently quoted bid price. NASDAQ-listed securities are valued at the NASDAQ Official Closing Price. In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value in accordance with procedures established by and under the general supervision of the Board of Trustees (the “Board”) of the Trust. Under these procedures, the securities will be classified as Level 2 or 3 within the fair value hierarchy (see below), depending on the inputs used. Unavailable or unreliable market quotes may be due to the following factors: a substantial bid-ask spread; infrequent sales resulting in stale prices; insufficient trading volume; small trade sizes; a temporary lapse in any reliable pricing source; and actions of the securities or futures markets, such as the suspension or limitation of trading. As a result, the prices of securities used to calculate the Fund’s net asset value (“NAV”) may differ from quoted or published prices for the same securities.

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

11

MARSHFIELD CONCENTRATED OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

● Level 2 – other significant observable inputs

● Level 3 – significant unobservable inputs

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

The following is a summary of the inputs used to value the Fund’s investments as of February 29, 2016:

	Level 1		Level 2		Level 3		Total
Common Stocks	$	4,711,021	$	—	$	—	$	4,711,021

Refer to the Fund’s Schedule of Investments for a listing of the common stocks by industry type. As of February 29, 2016, the Fund did not have any transfers between Levels. In addition, the Fund did not hold derivative instruments or any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of February 29, 2016. It is the Fund’s policy to recognize transfers between Levels at the end of the reporting period.

Share valuation – The NAV per share of the Fund is calculated daily by dividing the total value of the Fund’s assets, less liabilities, by the number of shares outstanding. The offering price and redemption price per share of the Fund is equal to the NAV, except that shares of the Fund are subject to a redemption fee of 2% if redeemed within 90 days of the date of purchase. During the period ended February 29, 2016, no shareholder transactions were subject to the redemption fee.

Investment income – Dividend income is recorded on the ex-dividend date. Interest income is accrued as earned.

Security transactions – Security transactions are accounted for on the trade date. Gains and losses on securities sold are determined on a specific identification basis.

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

Distributions to shareholders – The Fund will distribute to shareholders any net investment income dividends and net realized capital gains distributions at least once each year. The amount of such dividends and distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions are recorded on the ex-dividend date. There were no distributions to shareholders during the period ended February 29, 2016.

12

MARSHFIELD CONCENTRATED OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Federal income tax – The Fund intends to qualify as a regulated investment company under the Internal Revenue Code of 1986 (the “Code”). Qualification generally will relieve the Fund of liability for federal income taxes to the extent 100% of its net investment income and net realized capital gains are distributed in accordance with the Code. Accordingly, no provision for income tax has been made.

In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Fund’s intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the 12 months ended October 31) plus undistributed amounts from prior years.

The following information is computed on a tax basis for each item as of February 29, 2016:

Tax cost of portfolio investments	$	4,741,460
Gross unrealized appreciation	$	141,902
Gross unrealized depreciation		(172,341	)
Net unrealized depreciation		(30,439	)
Accumulated ordinary income		4,111
Other losses		(1,103	)
Accumulated deficit	$	(27,431	)

The value of the federal income tax cost of portfolio investments and the tax components of accumulated deficit and the financial statement cost of portfolio investments and components of net assets may be temporarily different (“book/tax differences”). These book/tax differences are due to the recognition of capital gains or losses under income tax regulations and GAAP, 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” to be sustained assuming examination by tax authorities. Management has reviewed the Fund’s tax positions for the current period 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.

13

MARSHFIELD CONCENTRATED OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

3. Investment Transactions

During the period ended February 29, 2016, cost of purchases and proceeds from sales of investment securities, other than short-term investments, were $4,773,358 and $30,795, respectively.

4. Transactions with Related Parties

INVESTMENT ADVISORY AGREEMENT

The Fund’s investments are managed by Marshfield Associates, Inc. (the “Adviser”) pursuant to the terms of an Investment Advisory Agreement (the “Advisory Agreement”). Under the Advisory Agreement, the Fund pays the Adviser an advisory 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 contractually agreed, until December 31, 2018, to reduce its investment advisory fees and reimburse other expenses to limit Total Annual Operating Expenses (exclusive of brokerage costs; taxes; interest; costs to organize the Fund; acquired fund fees and expenses such as litigation and merger or reorganization costs; extraordinary expenses and other expenses not incurred in the ordinary course of the Fund’s business; and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940) to an amount not exceeding 1.25% of the Fund’s average daily net assets. Accordingly, during the period ended February 29, 2016, the Adviser did not collect any of its advisory fees and reimbursed other operating expenses totaling $17,199.

Under the terms of the ELA, investment advisory fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of three years after such fees and expenses were incurred, provided the repayments do not cause Total Annual Operating Expenses to exceed the (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 February 29, 2016, the Adviser may seek repayment of investment advisory fee reductions and expense reimbursements totaling $22,995 no later than February 28, 2019.

An officer of the Fund is also an officer of the Adviser.

OTHER SERVICE PROVIDERS

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

14

MARSHFIELD CONCENTRATED OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

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

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

TRUSTEE COMPENSATION

Each Independent Trustee receives from the Fund a fee of $500 for each Board meeting attended plus reimbursement of travel and other meeting-related expenses. Each Independent Trustee also receives a $500 annual retainer from the Fund.

PRINICIPAL HOLDERS OF FUND SHARES

As of February 29, 2016, the following shareholders owned of record 5% or more of the outstanding shares of the Fund:

Name of Record Owner	% Ownership
Christopher M. Niemczewski	20%
Elise J. Hoffman	20%
Melissa Vinick Gilbert	13%
Carolyn Miller	12%

5. Sector Risk

If a Fund has significant investments in the securities of issuers within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss in the Fund and increase the volatility of the Fund’s NAV per share. Occasionally, market conditions, regulatory changes or other developments may negatively impact this sector, and therefore the value of the Fund’s portfolio will be adversely affected. As of February 29, 2016, the Fund had 40.9% of the value of its net assets invested in securities within the Financials sector.

6. Contingencies and Commitments

The Fund indemnifies the Trust’s officers and Trustees for certain liabilities that might arise from their performance of their duties to the Fund. Additionally, in the normal course of business the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

15

MARSHFIELD CONCENTRATED OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

7. Subsequent Events

The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events.

16

MARSHFIELD CONCENTRATED OPPORTUNITIES FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited)

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

A mutual fund’s ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The expenses in the table below are based on an investment of $1,000 made at the beginning of the most recent period (December 29, 2015) and held until the end of the period (February 29, 2016).

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

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

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

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

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

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

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

17

MARSHFIELD CONCENTRATED OPPORTUNITIES FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited) (Continued)

	Beginning Account Value September 1, 2015 (a)	Ending Account Value February 29, 2016	Net Expense Ratio (b)	Expenses Paid During Period (c)
Based on Actual Fund Return	$1,000.00	$ 935.00	1.25%	$2.08
Based on Hypothetical 5% Return (before expenses)	$1,000.00	$ 1,018.65	1.25%	$6.27

(a)	Beginning Account Value is as of December 29, 2015 (date of commencement of operations) for Actual Fund Return information.
(b)	Annualized, based on the Fund’s expenses for the period since inception.
(c)	Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 63/366 (to reflect the period since inception) and 182/366 (to reflect the one-half year period), for Actual Fund Return and Hypothetical 5% Return information, respectively.

OTHER INFORMATION (Unaudited)

A description of the policies and procedures that the Fund uses to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-855-691-5288, or on the SEC’s website at http://www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the period ended June 30, 2016 will be available on or before August 31, 2016 without charge upon request by calling toll-free 1-855-691-5288, or on the SEC’s website at http://www.sec.gov.

The Trust files a complete listing of portfolio holdings for the Fund with the SEC as of the end of the first and third quarters of each fiscal year on Form N-Q. These filings are available upon request by calling 1-855-691-5288. Furthermore, you may obtain a copy of the filings on the SEC’s website at http://www.sec.gov. The Trust’s Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

18

MARSHFIELD CONCENTRATED OPPORTUNITIES FUND
DISCLOSURE REGARDING APPROVAL OF
INVESTMENT ADVISORY AGREEMENT (Unaudited)

The Board, including the Independent Trustees voting separately, has reviewed and approved the Fund’s Advisory Agreement with the Adviser for an initial two-year term. Approval of the Advisory Agreement took place at an in-person meeting held on October 19 and 20, 2015, at which all of the Trustees were present.

In the course of their deliberations, the Board was advised by legal counsel. The Board received and reviewed information provided by the Adviser in response to requests of the Board and counsel.

In considering the Advisory Agreement and reaching their conclusions with respect thereto, the Board reviewed and analyzed various factors that they determined were relevant, including the factors described below.

The nature, extent, and quality of the services to be provided by the Adviser. In this regard, the Board considered the responsibilities the Adviser would have under the Advisory Agreement. The Board also considered the anticipated services that the Adviser would provide to the Fund including, without limitation, the Adviser’s procedures for formulating investment recommendations and assuring compliance with the Fund’s investment objective and limitations, proposed initial marketing and distribution efforts, and compliance procedures and practices. After reviewing the foregoing and further information provided by the Adviser to the Board (e.g., descriptions of the Adviser’s business, compliance program, and Form ADV), the Board concluded that the quality, extent, and nature of the services to be provided by the Adviser to the Fund were satisfactory and adequate.

The investment management capabilities and experience of the Adviser. In this regard, the Board considered the investment management experience of the portfolio managers. The Board considered it’s discussion with the Adviser’s representatives the investment objective and strategies for the Fund and the Adviser’s experience and plans for implementing such strategies. In particular, the Board received information from the Adviser regarding the experience of the Fund’s portfolio managers in managing substantially similar strategies. After consideration of these factors, as well as other factors, the Board determined that the Adviser has the requisite capabilities and experience to serve as investment adviser for the Fund.

The costs of the services to be provided and profits to be realized by the Adviser and its affiliates from the relationship with the Fund. In this regard, the Board considered the Adviser’s methods of operation; the education and experience of its personnel; its compliance program, policies, and procedures; its financial condition and the level of commitment to the Fund; the projected asset levels of the Fund; and the overall expenses of the Fund, including the advisory fee. The Board reviewed the ELA, and noted the benefit to the Fund from the Adviser’s commitment to reduce its advisory fee or reimburse other operating expenses until December 31, 2018. The Board considered the Adviser’s financial condition and its ability to satisfy its financial commitments to the Fund. The Board also considered potential benefits

19

MARSHFIELD CONCENTRATED OPPORTUNITIES FUND
DISCLOSURE REGARDING APPROVAL OF
INVESTMENT ADVISORY AGREEMENT (Unaudited) (Continued)

to the Adviser in managing the Fund, including promotion of the Adviser’s name. The Board compared the Fund’s proposed advisory fee and overall expense ratio to other comparable funds (in terms of the type of fund, the style of investment management, the projected size of the Fund, and the nature of the investment strategy) and the fees charged by the Adviser to its other managed accounts. The Board noted that, while the Fund’s advisory fee (1.00%) is above the peer group’s average and average of the larger Morningstar Large Cap Value Category, the fee is equal to the peer group’s median and less than the maximum fee in the Morningstar Large Cap Value Category. The Board further noted that the proposed overall annual net expense ratio (1.25%) is above the average and median expense ratios of the peer group and the Morningstar Large Cap Value Category; the Fund would have the highest expense ratio in the peer group but its expense ratio would be less than the twenty-fifth percentile of the Morningstar Large Cap Value Category. The Board also considered the investment style and strategy of the Fund versus the funds in its peer group. Upon further consideration of the foregoing, the Board concluded that the proposed advisory fee and total expense limit for the Fund are fair and reasonable.

The extent to which the Fund and its investors would benefit from economies of scale. In this regard, the Board considered the Advisory Agreement and the ELA. The Board determined that although the proposed advisory fee did not have breakpoints and would stay the same as the Fund’s asset level increased, the shareholders of the Fund would benefit from the ELA until the Fund’s assets grew to a level where its expenses otherwise fall below the expense limit. Following further consideration of the Fund’s projected asset levels, expectations for growth, and level of fees, the Board determined that the Fund’s fee arrangements with the Adviser would provide benefits in the near term, and the Board can review the arrangements going forward as necessary. The Board concluded the Fund’s arrangements with the Adviser were fair and reasonable in relation to the nature and quality of services to be provided by the Adviser and would benefit the Fund and its shareholders.

Brokerage and portfolio transactions. The Board considered the Adviser’s policies and procedures as it relates to seeking best execution for its clients. The Board also considered the anticipated portfolio turnover rate for the Fund; the method and basis for selecting and evaluating broker-dealers; any anticipated allocation of portfolio business to persons affiliated with the Adviser; and the extent to which the Fund’s trades may be allocated to soft-dollar arrangements. The Board determined that the Adviser’s practices regarding brokerage and portfolio transactions were satisfactory.

Possible conflicts of interest. In evaluating the possibility for conflicts of interest, the Board considered such matters as the Adviser’s process for allocating trades among its different clients, including other clients with similar types of investment objectives and strategies as the Fund. The Board also considered the substance

20

MARSHFIELD CONCENTRATED OPPORTUNITIES FUND
DISCLOSURE REGARDING APPROVAL OF
INVESTMENT ADVISORY AGREEMENT (Unaudited) (Continued)

and administration of the Adviser’s Code of Ethics. Following its consideration of the factors, the Board determined that the Adviser’s standards and practices relating to the identification and mitigation of potential conflicts of interests were satisfactory.

Conclusion

After consideration of the above factors and in reliance on the information provided by the Adviser and Trust Management, the Board unanimously concluded that approval of the Advisory Agreement was in the best interests of the Fund and its shareholders.

21

Topturn OneEighty Fund

Semi-Annual Report

February 29, 2016
(Unaudited)

Topturn OneEighty Fund
LETTER TO SHAREHOLDERS March 21, 2016

Dear Fellow Shareholders:

Since its launch on September 1, 2015 through February 29, 2016 the Topturn OneEighty Fund (TTFOX, the “Fund”) delivered a cumulative return of +1.03% versus cumulative benchmark returns of +2.09% for the S&P 500 Index and -1.8% for the Morningstar Diversified Alternatives Total Return Index. In general, a trend-following strategy, like that employed by the Fund, may be slow to adjust to new patterns during periods of significant volatility. While this factor caused the Fund to trail the S&P 500 during the reporting period, the same set of circumstances benefited the Fund when compared to the range of strategies comprising the Morningstar Diversified Alternatives Total Return Index.

For the six months ended February 29, 2016, increased fears over plummeting oil prices, widening credit spreads, negative interest rates, weakening economic data, and valuation concerns led to a significant increase in volatility accompanied by a pullback in most capital markets as investors sought more “safe haven” type assets.

Although the Fund was impacted due to exposure to risk assets that were positively correlated to equity markets, as the pullback progressed, the Fund’s investment model signaled several exposure changes, with allocation to risk assets being reduced, and exposure to safe-haven assets being increased. These adjustments helped to shield against downside during the six- month reporting period.

What is our outlook? We believe that we are in a period where buy-and-hold returns from traditional asset classes offer unattractive long-term value. The recent volatility in equity & fixed income markets has not alleviated the valuation headwinds that we have alluded to in prior communications.

Compounding the valuation problem is uncertainty over the current macroeconomic environment. While we believe recession risks in the U.S. remain low, recent data has continued to weaken. The fears are not so much that the U.S. economy is currently contracting (outside of the energy sector) but rather that China, commodities and the global financial system could ultimately infect the U.S. Meanwhile, here in the U.S., industrial production is falling, inventory/sales ratios are near 7-year highs, retail sales are declining, leading indicators are falling, and labor demand is weakening. In addition, there is increasing uncertainty surrounding this year’s U.S. presidential election and the corresponding effect this will have on taxes, policy, and the business environment. These issues would appear to have the potential to keep pressure on the markets, with higher than average volatility during the course of 2016.

If our premise is correct, investors will need to identify strategies that offer sources of return that are not highly correlated to traditional asset classes. The goal of the Topturn OneEighty Fund is to offer this type of return by tactically allocating assets among non-correlating asset classes as trends are identified.

Thank you for your continued trust and interest in Topturn OneEighty Fund.

Sincerely,

Greg Stewart
Chief Investment Officer / Portfolio Manager

1

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

An investor should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. The Fund’s prospectus contains this and other important information. To obtain a copy of the Fund’s prospectus please visit our website at www.topturnfunds.com or call 1-888-261-2884 and a copy will be sent to you free of charge. Please read the prospectus carefully before you invest. The Fund is distributed by Ultimus Fund Distributors, LLC.

The Letter to Shareholders seeks to describe some of the Adviser’s current opinions and views of the financial markets. Although the Adviser believes it has a reasonable basis for any opinions or views expressed, actual results may differ, sometimes significantly so, from those expected or expressed. The securities held by the Fund that are discussed in the Letter to Shareholders were held during the period covered by this Report. They do not comprise the entire investment portfolio of the Fund, may be sold at any time, and may no longer be held by the Fund. For a complete listing of the securities held in the Fund as of February 29, 2016, please see the Schedule of Investments section of the annual report. The opinions of the Fund’s adviser with respect to those securities may change at any time.

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

2

Topturn OneEighty Fund
PORTFOLIO INFORMATION
February 29, 2016 (Unaudited)

Sector Diversification (% of Net Assets)

Top 10 Holdings

Security Description	% of Net Assets
SPDR® S&P 500® ETF Trust	26.0%
iShares® 7-10 Year Treasury Bond ETF	22.1%
iShares® 20+ Year Treasury Bond ETF	5.9%
Vanguard Total International Bond ETF	5.7%
SPDR® S&P® Dividend ETF	4.7%
iShares® U.S. Telecommunications ETF	4.0%
Consumer Staples Select Sector SPDR® Fund	3.9%
Utilities Select Sector SPDR® Fund	3.8%
iShares® J.P. Morgan USD Emerging Markets Bond ETF	3.6%
iShares® MSCI USA Minimum Volatility ETF	3.6%

3

Topturn OneEighty Fund SCHEDULE OF INVESTMENTS February 29, 2016 (Unaudited)
U.S.TREASURY OBLIGATIONS — 3.5%	Par Value		Value
U.S. Treasury Bills (a) — 3.5%
0.068%, due 03/31/16	$	250,000	$	249,948
0.333%, due 06/30/16		250,000		249,718
Total U.S. Treasury Obligations (Cost $499,706)			$	499,666

EXCHANGE-TRADED FUNDS — 95.1%	Shares		Value
Commodities & Currencies — 4.5%
CurrencyShares Japanese Yen Trust (b)		2,540	$	218,135
iShares® Gold Trust (b)		36,500		437,635
				655,770
International Equities — 1.8%
iShares® MSCI Emerging Markets ETF		8,400		254,604
International Fixed Income — 9.3%
iShares® J.P. Morgan USD Emerging Markets Bond ETF		4,860		521,867
Vanguard Total International Bond ETF		15,070		816,643
				1,338,510
U.S. Fixed Income — 29.6%
iShares® 7-10 Year Treasury Bond ETF		28,840		3,188,551
iShares® 20+ Year Treasury Bond ETF		6,530		855,299
iShares® iBoxx® $ Investment Grade Corporate Bond ETF		1,960		225,420
				4,269,270
U.S. Large Cap Equities — 48.8%
Consumer Staples Select Sector SPDR® Fund		10,930		556,555
iShares® MSCI USA Minimum Volatility ETF		12,440		518,375
iShares® U.S. Telecommunications ETF		19,730		583,811
PowerShares QQQ TrustSM, Series 1		3,870		396,675
SPDR® S&P 500® ETF Trust		19,400		3,755,064
SPDR® S&P® Dividend ETF		9,190		683,920
Utilities Select Sector SPDR® Fund		11,720		542,636
				7,037,036
U.S. Small Cap Equities — 1.1%
iShares® Core S&P Small-Cap ETF		1,570		164,002
Total Exchange-Traded Funds (Cost $13,748,073)			$	13,719,192

4

Topturn OneEighty Fund SCHEDULE OF INVESTMENTS (Continued)
MONEY MARKET FUNDS — 1.4%	Shares		Value
Fidelity Institutional Money Market Government Portfolio - Class I, 0.21% (c) (Cost $202,173)		202,173	$	202,173
Total Investments at Value — 100.0% (Cost $14,449,952)			$	14,421,031
Other Assets in Excess of Liabilities — 0.0%(d)				4,154
Net Assets — 100.0%			$	14,425,185

(a)	The rate shown is the annualized yield at time of purchase, not a coupon rate.
(b)	Non-income producing security.
(c)	The rate shown is the 7-day effective yield as of February 29, 2016.
(d)	Percentage rounds to less than 0.1%.
See accompanying notes to financial statements.

5

Topturn OneEighty Fund STATEMENT OF ASSETS AND LIABILITIES February 29, 2016 (Unaudited)
ASSETS
Investments in securities:
At acquisition cost	$	14,449,952
At value (Note 2)	$	14,421,031
Dividends receivable		92
Receivable for investment securities sold		1,133,175
Other assets		1,508
Total assets		15,555,806
LIABILITIES
Payable for investment securities purchased		1,110,109
Payable to Adviser (Note 4)		9,933
Payable to administrator (Note 4)		6,110
Other accrued expenses		4,469
Total liabilities		1,130,621
NET ASSETS	$	14,425,185
NET ASSETS CONSIST OF:
Paid-in capital	$	14,753,601
Distributions in excess of net investment income		(29,826	)
Accumulated net realized losses from security transactions		(269,669	)
Net unrealized depreciation on investments		(28,921	)
NET ASSETS	$	14,425,185
Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)		1,432,202
Net asset value, offering price and redemption price per share (Note 2)	$	10.07

See accompanying notes to financial statements.

6

Topturn OneEighty Fund STATEMENT OF OPERATIONS For the Period Ended February 29, 2016 (a) (Unaudited)
INVESTMENT INCOME
Dividend income	$	78,299
Interest		153
Total investment income		78,452
EXPENSES
Investment advisory fees (Note 4)		47,668
Fund accounting fees (Note 4)		12,384
Administration fees (Note 4)		12,000
Professional fees		10,033
Compliance fees (Note 4)		6,000
Transfer agent fees (Note 4)		6,000
Trustees' fees and expenses (Note 4)		5,181
Registration and filing fees		4,774
Custody and bank service fees		3,826
Postage and supplies		2,542
Printing of shareholder reports		1,110
Other expenses		2,805
Total expenses		114,323
Less fee reductions by the Adviser (Note 4)		(47,588	)
Net expenses		66,735
NET INVESTMENT INCOME		11,717
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Net realized losses from security transactions		(283,449	)
Capital gain distributions from regulated investment companies		17,141
Net change in unrealized appreciation (depreciation) on investments		(28,921	)
NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS		(295,229	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(283,512	)

(a)	Represents the period from the commencement of operations (September 1, 2015) through February 29, 2016.
See accompanying notes to financial statements.

7

Topturn OneEighty Fund STATEMENT OF CHANGES IN NET ASSETS
	Period Ended February 29, 2016 (a) (Unaudited)
FROM OPERATIONS
Net investment income	$	11,717
Net realized losses from security transactions		(283,449	)
Capital gain distributions from regulated investment companies		17,141
Net change in unrealized appreciation (depreciation) on investments		(28,921	)
Net decrease in net assets resulting from operations		(283,512	)
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income		(41,543	)
From net realized gains on investments		(3,361	)
Decrease in net assets from distributions to shareholders		(44,904	)
CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold		14,891,797
Net asset value of shares issued in reinvestment of distributions to shareholders		44,904
Payments for shares redeemed		(183,100	)
Net increase in net assets from capital share transactions		14,753,601
TOTAL INCREASE IN NET ASSETS		14,425,185
NET ASSETS
Beginning of period		—
End of period	$	14,425,185
DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME	$	(29,826	)
CAPITAL SHARE ACTIVITY
Shares sold		1,446,444
Shares reinvested		4,419
Shares redeemed		(18,661	)
Net increase in shares outstanding		1,432,202
Shares outstanding at beginning of period		—
Shares outstanding at end of period		1,432,202

(a)	Represents the period from the commencement of operations (September 1, 2015) through February 29, 2016.
See accompanying notes to financial statements.

8

Topturn OneEighty Fund FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout the Period
	Period Ended February 29, 2016 (a) (Unaudited)
Net asset value at beginning of period	$	10.00
Income from investment operations:
Net investment income		0.01
Net realized and unrealized gains on investments		0.09	(b)
Total from investment operations		0.10
Less distributions:
From net investment income		(0.03	)
From net realized gains on investments		(0.00	)(c)
Total distributions		(0.03	)
Net asset value at end of period	$	10.07
Total return (d)		1.03	%(e)
Net assets at end of period (000's)	$	14,425
Ratios/supplementary data:
Ratio of total expenses to average net assets		3.00	%(f)
Ratio of net expenses to average net assets (g)		1.75	%(f)
Ratio of net investment income to average net assets (g)		0.31	%(f)
Portfolio turnover rate		83	%(e)

(a)	Represents the period from the commencement of operations (September 1, 2016) through February 29, 2016.
(b)	Realized and unrealized gains per share are based on average shares outstanding during the period.
(c)	Amount rounds to less than $0.01 per share.
(d)	Total return is a measure of the change in value of an investment in the Fund over the period covered. The return shown does not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total return would be lower if the Adviser had not reduced advisory fees.
(e)	Not annualized.
(f)	Annualized.
(g)	Ratio was determined after advisory fee reductions (Note 4).
See accompanying notes to financial statements.

9

Topturn OneEighty Fund
NOTES TO FINANCIAL STATEMENTS
February 29, 2016 (Unaudited)

1. Organization

Topturn OneEighty Fund (the “Fund”) is a diversified series of Ultimus Managers Trust (the “Trust”), an open-end investment company established as an Ohio business trust under a Declaration of Trust dated February 28, 2012. Other series of the Trust are not incorporated in this report. The Fund commenced operations on September 1, 2015.

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

2. Significant Accounting Policies

The following is a summary of the Fund’s significant accounting policies used in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). As an investment company, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2013-08, the Fund follows accounting and reporting guidance under FASB Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”

Securities valuation – The Fund values its portfolio securities at market value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open for business. Exchange-traded funds (“ETFs”) are valued at the security’s last sale price on the primary exchange, if available, otherwise at the exchange’s most recently quoted bid price. In the event that market quotations are not readily available or are considered unreliable due to market or other events, the Fund values its securities and other assets at fair value in accordance with procedures established by and under the general supervision of the Board of Trustees (the “Board”) of the Trust. Under these procedures, the securities will be classified as Level 2 or 3 within the fair value hierarchy (see below), depending on the inputs used. Unavailable or unreliable market quotes may be due to the following factors: a substantial bid-ask spread; infrequent sales resulting in stale prices; insufficient trading volume; small trade sizes; a temporary lapse in any reliable pricing source; and actions of the securities or futures markets, such as the suspension or limitation of trading. As a result, the prices of securities used to calculate the Fund’s net asset value (“NAV”) may differ from quoted or published prices for the same securities.

Fixed income securities are generally valued using prices provided by an independent pricing service approved by the Board. The independent pricing service will employ methodologies that they believe are appropriate, including actual market transactions, broker-dealer supplied valuations, matrix pricing, or other electronic data processing techniques. These techniques generally consider such factors as security prices, yields, maturities, call features, ratings, and developments relating to specific securities in arriving at valuations.

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

10

Topturn OneEighty Fund
NOTES TO FINANCIAL STATEMENTS (Continued)

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

● Level 1 – quoted prices in active markets for identical securities

● Level 2 – other significant observable inputs

● Level 3 – significant unobservable inputs

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

The following is a summary of the inputs used to value the Fund’s investments as of February 29, 2016:

	Level 1		Level 2		Level 3		Total
U.S. Treasury Obligations	$	—	$	499,666	$	—	$	499,666
Exchange-Traded Funds		13,719,192		—		—		13,719,192
Money Market Funds		202,173		—		—		202,173
Total	$	13,921,365	$	499,666	$	—	$	14,421,031

As of February 29, 2016, the Fund did not have any transfers between Levels. In addition, the Fund did not have derivative instruments or any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of February 29, 2016. It is the Fund’s policy to recognize transfers between Levels at the end of the reporting period.

Share valuation – The NAV per share of the Fund is calculated daily by dividing the total value of the Fund’s assets, less liabilities, by the number of shares outstanding. The offering price and redemption price per share of the Fund is equal to the NAV per share.

Investment income – Dividend income is recorded on the ex-dividend date. Interest income is accrued as earned.

Security transactions – Security transactions are accounted for on the trade date. Gains and losses on securities sold are determined on a specific identification basis.

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

Distributions to shareholders – The Fund will distribute to shareholders any net investment income dividends and net realized capital gains distributions at least once each year. The amount of such dividends and distributions are determined in accordance with federal

11

Topturn OneEighty Fund
NOTES TO FINANCIAL STATEMENTS (Continued)

income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. During the period ended February 29, 2016, the tax character of distributions paid to shareholders was ordinary income.

Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Federal income tax – The Fund intends to qualify as a regulated investment company under the Internal Revenue Code of 1986 (the “Code”). Qualification generally will relieve the Fund of liability for federal income taxes to the extent 100% of its net investment income and net realized capital gains are distributed in accordance with the Code. Accordingly, no provision for income tax has been made.

In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Fund’s intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the 12 months ended October 31) plus undistributed amounts from prior years.

The following information is computed on a tax basis for each item as of February 29, 2016:

Tax cost of portfolio investments	$	14,519,703
Gross unrealized appreciation	$	268,887
Gross unrealized depreciation		(367,559	)
Net unrealized depreciation on investments		(98,672	)
Late-year ordinary loss		(29,826	)
Other losses		(199,918	)
Accumulated deficit	$	(328,416	)

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

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 tax period 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.

12

Topturn OneEighty Fund
NOTES TO FINANCIAL STATEMENTS (Continued)

3. Investment Transactions

During the period ended February 29, 2016, cost of purchases and proceeds from sales of investment securities, other than short-term investments, were $21,568,454 and $7,536,932, respectively.

4. Transactions with Related Parties

INVESTMENT ADVISORY AGREEMENT

The Fund’s investments are managed by Topturn Fund Advisors, LLC (the “Adviser”) pursuant to the terms of an Investment Advisory Agreement. Under the Investment Advisory Agreement, the Fund pays the Adviser an advisory fee, computed and accrued daily and paid monthly, at the annual rate of 1.25% of its average daily net assets.

Pursuant to an Expense Limitation Agreement (“ELA”), the Adviser has contractually agreed, until August 31, 2018, to reduce investment advisory fees and reimburse other expenses to the extent necessary to limit Total Annual Fund Operating Expenses (exclusive of brokerage costs; taxes; interest; acquired fund fees and expenses; costs to organize the Fund; extraordinary expenses such as litigation and merger or reorganization costs; other expenses not incurred in the ordinary course of the Funds’ business; and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”)) to an amount not exceeding 1.75% of the Fund’s average daily net assets. Accordingly, during the period ended February 29, 2016, the Adviser reduced its advisory fees in the amount of $47,588.

Under the terms of the ELA, investment advisory fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of three years after such fees and expenses were incurred, provided the repayments do not cause Total Annual 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. As of February 29, 2016, the Adviser may seek repayment of investment advisory fee reductions totaling $47,588 no later than February 28, 2019.

An officer of the Fund is also an officer of the Adviser.

OTHER SERVICE PROVIDERS

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

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

13

Topturn OneEighty Fund
NOTES TO FINANCIAL STATEMENTS (Continued)

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

TRUSTEE COMPENSATION

Each Independent Trustee receives from the Fund a fee of $500 for each Board meeting attended plus reimbursement of travel and other meeting-related expenses. Each Independent Trustee also receives a $500 annual retainer from the Fund.

PRINCIPAL HOLDER OF FUND SHARES

As of February 29, 2016, the following shareholder owned of record 5% or more of the outstanding shares of the Fund:

Name of Record Owner	% Ownership
Charles Schwab & Company, Inc. (for the benefit of its customers)	100%

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

5. Investment in Other Investment Companies

The Fund may invest a significant portion of its assets in shares of one or more investment companies (i.e., ETFs and money market mutual funds). The Fund will incur additional indirect expenses due to acquired fund fees and expenses and other costs to the extent it invests in shares of other investment companies. From time to time, the Fund may invest greater than 25% of its net assets in one or more investment companies. As of February 29, 2016, the SPDR^® S&P 500^® ETF Trust represented 26.0% of the Fund’s net assets. Additional information for this security, including its financial statements, is available from the Securities and Exchange Commission’s website at www.sec.gov. ETFs issue their shares to authorized participants in return for a specific basket of securities. The authorized participants then sell the ETF’s shares on the secondary market. In other words, ETF shares are traded on a securities exchange based on their market value. There are certain risks associated with investments in ETFs. Investments in ETFs are subject to the risk that the ETF’s shares may trade at a premium (creating the risk that the Fund pays more than NAV for an ETF when making a purchase) or discount (creating the risk that the Fund receives less than NAV when selling an ETF) to the ETF’s NAV. Investments in ETFs are also subject to index-tracking risk because the total return generated by the securities will be reduced by transaction costs and expenses not incurred by the indices. Certain securities comprising the index tracked by an ETF may temporarily be unavailable, which may further impede the ETF’s ability to track their applicable index or match the index’s performance. Finally, ETF shares are also subject to the risks applicable to the underlying basket of securities. As of February 29, 2016, the Fund had 95.1% of the value of its net assets invested in ETFs.

14

Topturn OneEighty Fund
NOTES TO FINANCIAL STATEMENTS (Continued)

6. Contingencies and Commitments

The Fund indemnifies the Trust’s officers and Trustees for certain liabilities that might arise from their performance of their duties to the Fund. Additionally, in the normal course of business the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

7. Subsequent Events

The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the 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.

15

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

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

A mutual fund’s ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The expenses in the table below are based on an investment of $1,000 made at the beginning of the most recent period (September 1, 2015) and held until the end of the period (February 29, 2016).

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

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

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

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

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

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

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

16

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

	Beginning Account Value September 1, 2015	Ending Account Value February 29, 2016	Net Expense Ratio (a)	Expenses Paid During Period (b)
Based on Actual Fund Return	$1,000.00	$1,010.30	1.75%	$8.75
Based on Hypothetical 5% Return (before expenses)	$1,000.00	$1,016.16	1.75%	$8.77

(a)	Annualized, based on the Fund’s net expenses for the period since inception.
(b)	Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

OTHER INFORMATION (Unaudited)

A description of the policies and procedures that the Fund uses to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-888-261-2884, or on the SEC’s website at http://www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the period ending June 30, 2016, will be available without charge upon request on or before August 31, 2016 by calling toll-free 1-888-261-2884, or on the SEC’s website at http://www.sec.gov.

The Trust files a complete listing of portfolio holdings for the Fund with the SEC as of the end of the first and third quarters of each fiscal year on Form N-Q. These filings are available upon request by calling 1-888-261-2884. Furthermore, you may obtain a copy of the filings on the SEC’s website at http://www.sec.gov. The Trust’s Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

17

TopturnFund
DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited)

The Board including the Independent Trustees voting separately, reviewed and approved the Fund’s Investment Advisory Agreement (the “Topturn Agreement”) with the Adviser for an initial two-year term. The Board approved the Topturn Agreement at an in-person meeting held on July 20 and 21, 2015, at which all of the Trustees were present.

In the course of their deliberations, the Board was advised by legal counsel. The Board received and reviewed a substantial amount of information provided by the Adviser in response to requests of the Board and counsel.

In considering the Topturn Agreement and reaching its conclusions with respect thereto, the Board reviewed and analyzed various factors that it determined were relevant, including the factors described below.

The nature, extent, and quality of services to be provided by the Adviser. In this regard, the Board considered the Adviser’s responsibilities and services under the Topturn Agreement, including, without limitation, the Adviser’s procedures for formulating investment recommendations and assuring compliance with the Fund’s investment objective and limitations, proposed initial marketing and distribution efforts, and compliance procedures and practices. After reviewing the foregoing and further information regarding the Adviser’s services, the Board concluded that the quality, extent, and nature of the services to be provided by the Adviser are satisfactory and adequate for the Fund.

The Adviser’s investment management capabilities and experience. In this regard, the Board considered the investment management experience of the Adviser, including the Adviser’s experience and plans for implementing the Fund’s investment objective and strategies. The Board also considered the Adviser’s experience in managing similar types of strategies and its plans for implementing such strategies. In particular, the Board reviewed the Adviser’s prior experience and performance with other accounts that had similar investment objectives and strategies. After consideration of these factors, as well as other factors, the Board determined that the Adviser has the requisite experience to serve as investment adviser for the Fund.

The costs of the services to be provided and profits to be realized by the Adviser and its affiliates from the relationship with the Fund. In this regard, the Board considered the Adviser’s staffing, personnel, and methods of operation; the education and experience of its key personnel; its compliance program, policies, and procedures; its financial condition; the projected asset levels of the Fund; and the overall expenses of the Fund, including its advisory fee. The Board reviewed the ELA, and noted the benefits that would result to the Fund from the Adviser’s commitment to reduce its advisory fee or reimburse other operating expenses until August 31, 2018. The Board discussed the Adviser’s financial condition and its ability to satisfy its financial commitments to the Fund. The Board also considered potential benefits for the Adviser in managing the Fund, including promotion of the Adviser’s name. The Board compared the Fund’s proposed advisory fee and overall expense ratio to other comparable funds (in terms of the type of fund, the style of investment management, the projected size of the Fund, and the nature of the investment strategy) and the fees charged by the Adviser to its other managed accounts. The Board noted that the Fund’s advisory

18

TopturnFund
DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited) (Continued)

fee of 1.25% was above the average and median for the Fund’s custom peer group and the Morningstar Tactical Allocation Category. The Board further noted that the proposed overall annual expense ratio of 1.75% for the Fund is above the average expense ratio (1.42%) and median expense ratio (1.55%) of the Fund’s custom peer group, and the Fund would have the highest expense ratio in the peer group (1.61%). The Board considered that compared to the broader Morningstar Tactical Allocation category, the Fund’s average expense ratio is closer to the category’s average expense ratio (1.70%), which would place the Fund in the second quartile. The Board also considered the investment style and strategy of the Fund versus its peer groups. Upon further consideration of the foregoing, the Board concluded that the proposed advisory fee to be paid to the Adviser by the Fund is fair and reasonable.

The extent to which the Fund and its investors would benefit from economies of scale. In this regard, the Board considered the Topturn Agreement and the ELA. The Board determined that the shareholders of the Fund would benefit from the ELA until the Fund’s assets grew to a level where its expenses are below the expense limit. The Board considered the Fund’s projected asset levels, expectations for growth, and fees, and determined that the Fund’ fee arrangements with the Adviser would provide benefits for the next two years. After further discussion, the Board concluded the Fund’s arrangements with the Adviser were fair and reasonable in relation to the nature and quality of the Adviser’s services.

Brokerage and portfolio transactions. In this regard, the Board considered the Adviser’s policies and procedures as it relates to seeking best execution for its clients, including the Fund. The Board also considered the anticipated portfolio turnover rate for the Fund; the method and basis for selecting and evaluating the broker-dealers used by the Adviser; any anticipated allocation of portfolio business to persons affiliated with the Adviser; and the extent to which the Fund’s trades may be allocated to soft-dollar arrangements. After further review and discussion, the Board determined that the Adviser’s practices regarding brokerage and portfolio transactions were satisfactory.

Possible conflicts of interest. In evaluating the possibility for conflicts of interest, the Board considered such matters as the Adviser’s process for allocating trades among its different clients, including other clients with similar investment objectives and strategies as the Fund. The Board also considered the substance and administration of the Adviser’s code of ethics. Following further consideration and discussion, the Board determined that the Adviser’s standards and practices relating to the identification and mitigation of potential conflicts of interests were satisfactory.

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

19

This page intentionally left blank.

This page intentionally left blank.

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. Schedule of Investments.

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

(b) Not applicable

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

Not applicable

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

Not applicable

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

Not applicable

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

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

Item 11. Controls and Procedures.

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

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

Item 12. Exhibits.

File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.

(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not required

(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto

(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons: Not applicable

(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/ Frank L. Newbauer
		Frank L. Newbauer, Assistant Secretary
Date	May 9, 2016
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/ Henry M. T. Jones
		Henry M. T. Jones, Principal Executive Officer of Blue Current Global Dividend Fund
Date	May 9, 2016
By (Signature and Title)*		/s/ Robert T. Slaymaker
		Robert T. Slaymaker, Principal Executive Officer of Alambic Small Cap Value Plus Fund and Alambic Small Cap Growth Fund
Date	May 9, 2016
By (Signature and Title)*		/s/ Daniel Darchuck
		Daniel Darchuck, Principal Executive Officer of Topturn OneEighty Fund
Date	May 9, 2016
By (Signature and Title)*		/s/ Afredo Viegas
		Alfredo Viegas, Principal Executive Officer of Castlemain Emerging Markets Fund, Castlemaine Event Driven Fund, Castlemaine Long/Short Fund, Castlemaine Market Neutral Fund and Castlemaine Multi-Strategy Fund
Date	May 9, 2016
By (Signature and Title)*		/s/ Christopher M. Niemczewski
		Christopher M. Niemczewski, Principal Executive Officer of Marshfield Concentrated Opportunity Fund
Date	May 9, 2016
By (Signature and Title)*		/s/ Jennifer L. Leamer
		Jennifer L. Leamer, Treasurer and Principal Accounting Officer
Date	May 9, 2016

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