Filed with the Securities and Exchange Commission on November 8, 2023
Securities Act of 1933 File No. 333-180308
Investment Company Act of 1940 File No. 811-22680
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | [X] |
Pre-Effective Amendment No. | |
Post-Effective Amendment No. 244 | |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | [X] |
Amendment No. 247 |
(Check appropriate box or boxes)
ULTIMUS MANAGERS TRUST
(Exact Name of Registrant as Specified in Charter)
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
(Address of Principal Executive Offices)
Registrant’s Telephone Number, including Area Code: (513) 587-3400
Karen Jacoppo-Wood
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
(Name and Address of Agent for Service)
It is proposed that this filing will become effective immediately pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 244 to the Registration Statement on Form N-1A (File Nos. 333-180308 and 811-22680) consists of the following:
Facing Sheet of Registration Statement
Contents of Registration Statement:
1. | Part C – Other Information. |
Signature Page
Exhibits – The filing is being made solely for the purpose of adding Exhibit (d)(3), Exhibit (h)(3)(c), Exhibit J, and Exhibit (q)(1)(A)(ii) to the Registration Statement on Form N-1A for Ultimus Managers Trust (the “Registrant”).
This Post-Effective Amendment No. 244 does not change the form of any prospectus or statement of additional information included in the post-effective amendment previously filed by the Registrant with the SEC.
PART C. | OTHER INFORMATION |
Item 28. | Exhibits |
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Item 29. | Persons Controlled by or Under Common Control with Registrant |
No person is directly or indirectly controlled by or under common control with the Registrant.
Item 30. | Indemnification |
Article VI of the Registrant’s Agreement and Declaration of Trust provides for indemnification of officers and Trustees as follows:
“Section 6.4 Indemnification of Trustees, Officers, etc.
Subject to and except as otherwise provided in the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act, the Trust shall indemnify each of its Trustees and officers, including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”) against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants’ and counsel fees, incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, director or trustee, and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office.
Section 6.5 Advances of Expenses. The Trust shall advance attorneys’ fees or other expenses incurred by a Covered Person in defending a proceeding to the full extent permitted by the Securities Act of 1933, as amended, the 1940 Act, as amended, and Ohio Revised Code Chapter 1707, as amended. In the event any of these Federal laws conflict with Ohio Revised Code Section 1701.13I, as amended, these Federal laws, and not Ohio Revised Code Section 1701.13I, shall govern.
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Section 6.6 Indemnification Not Exclusive, etc. The right of indemnification provided by this Article VI shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled. As used in this Article VI, “Covered Person” shall include such person’s heirs, executors and administrators. Nothing contained in this article shall affect any rights to indemnification to which personnel of the Trust, other than Trustees and officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such person.”
Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
The Investment Advisory Agreements with Lyrical Asset Management LP, Wavelength Capital Management, LLC, Edge Capital Group, LLC, Marshfield Associates, Inc., Hudson Valley Investment Advisors, Inc., Kempner Capital Management, Inc., Edgemoor Investment Advisors, Inc., Adler Asset Management, LLC, Karner Blue Capital, LLC, Q3 Asset Management Corporation, Blueprint Fund Management LLC, Evolutionary Tree Capital Management LLC, Nia Impact Capital, Salient Advisors, L.P., and Westwood Corporation Corp. (the “Advisers”) and the Investment Sub-Advisory Agreement with Blueprint Investment Partners LLC and Broadmark Asset Management LLC (the “Sub-Advisers”) provide that the Advisers and Sub-Advisers shall not be liable for any error of judgment or for any loss suffered by the Trust or the Funds in connection with the performance of their duties, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Advisers in the performance of their duties, or from reckless disregard of its duties and obligations thereunder.
The Distribution Agreements with Ultimus Fund Distributors, LLC (the “UFD”) and the Distribution Agreement with Northern Lights Distributors, LLC (“NLD” and, collectively with UFD, the “Distributors”) provide that the Distributors, their directors, officers, employees, shareholders and control persons shall not be liable for any loss, damage or expense (including the reasonable costs of investigation and reasonable attorneys’ fees) reasonably incurred by any of them in connection with the matters to which the Agreements relate, except a loss resulting from the failure of either Distributors or any such other person to comply with applicable law or the terms of the Agreements, or from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of Distributor’s duties or from the reckless disregard by any of such persons of Distributors’ obligations and duties under the Distribution Agreements.
The Distribution Agreements with the Distributors further also provides that the Distributors agree to indemnify and hold harmless the Trust and each person who has been, is, or may hereafter be a Trustee, officer, employee, shareholder or control person of the Trust against any loss, damage or expense (including the reasonable costs of investigation and reasonable attorneys’ fees) reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon (i) any untrue statement or
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alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, on the part of the Distributors or any agent or employee of the Distributors or any other person for whose acts as Distributor is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust; (ii) Distributor’s failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares; and (iii) Distributors’ failure to comply with applicable laws and the Rules of FINRA.
The Registrant intends to maintain a standard mutual fund and investment advisory professional and directors and officers liability policy. The policy shall provide coverage to the Registrant, its Trustees and officers and the Adviser. Coverage under the policy will include losses by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.
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Item 31. | Business and Other Connections of the Investment Advisers |
With respect to information as to the business, profession, vocation or employment of a substantial nature of each of the officers and directors of each adviser and sub-adviser, reference is hereby made to the current Form ADVs of each adviser and sub-adviser filed under the Investment Advisers Act of 1940, incorporated herein by reference and the CRD and file numbers of which are as follows:
Adler Asset Management, LLC CRD No. 293512 SEC File No. 801-113287 |
Kempner Capital Management, Inc. CRD No. 104784 SEC File No. 801-17585 |
Blueprint Fund Management LLC CRD No. 306419 SEC File No. 801-117790 | Karner Blue Capital, LLC CRD No. 290714 SEC File No. 801-117224 |
Blueprint Investment Partners LLC CRD No. 170196 SEC File No. 801-108069 | Westwood Management Corp CRD No. 110269 SEC File No. 801-18727 |
Lyrical Asset Management LP CRD No. 148267 SEC File No. 801-71099 | |
Edge Capital Group, LLC CRD No. 297596 SEC File No. 801-113638 | Marshfield Associates, Inc. CRD No. 150614 SEC File No. 801-70275 |
Edgemoor Investment Advisors, Inc. CRD No. 109104 SEC File No. 801-56945 |
Nia Impact Capital CRD No. 286587 SEC File No. 801-117120 |
Evolutionary Tree Capital Management LLC CRD No. 291127 SEC File No. 801-119228 | Q3 Asset Management Corporation CRD No. 1378398 SEC File No. 801-77461 |
Hudson Valley Investment Advisors, Inc. CRD No. 107387 SEC File No. 801-48913 | Wavelength Capital Management, LLC CRD No. 167725 SEC File No. 801-78192 |
Broadmark Asset Management CRD No. 109422 SEC File No. 801-94129 | Salient Advisors, L.P. CRD No. 122833 SEC File No. 801-61449
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Item 32. | Principal Underwriters |
(a)(i) | UFD acts as the principal underwriter for the following other open-end investment companies: |
AlphaMark Investment Trust | Index Funds |
Bruce Fund, Inc. | James Alpha Funds Trust |
Caldwell & Orkin Funds Inc. | James Advantage Funds |
Capitol Series Trust | The Investment House Funds |
Cantor Select Portfolios Trust | MSS Series Trust |
Centaur Mutual Funds Trust | Papp Investment Trust |
Conestoga Funds | Piedmont Investment Trust |
CM Advisors Family of Funds | Segall Bryant & Hamill Trust |
Chesapeake Investment Trust | Oak Associates Funds |
Commonwealth International Series Trust | Schwartz Investment Trust |
Connors Fund | TFS Capital Investment Trust |
Copley Fund Inc. | Unified Series Trust |
Cross Shore Funds | Unified Trust Company |
Dynamic Alternatives Fund | Valued Advisers Trust |
The Cutler Trust | Waycross Independent Trust |
Eubel Brady & Suttman Mutual Fund Trust | Wilshire Mutual Funds, Inc. |
Easterly Funds Trust | Wilshire Variable Insurance Trust |
F/m Funds Trust | Williamsburg Investment Trust |
The First Western Funds Trust | Valued Advisers Trust |
FSI Funds | VELA Funds |
HC Capital Trust | Volumetric Fund |
Hussman Investment Trust | Yorktown Funds |
(a)(ii) | NLD acts as the principal underwriter for the following other open-end investment companies: |
AdvisorOne Funds | Miller Investment Trust |
Advisors Preferred Trust | Destra Multi-Alternative Fund |
Altegris KKR Commitments Master Fund | Nile Capital Investment Trust |
Alternative Strategies Fund | NLFT / VT |
Arrow Investments Trust (and Arrow ETF Trust) | NLFT II |
Boyar Value Trust | NFLT III |
Centerstone Investors Trust | NFVT 4 |
Copeland Trust | North Country Funds |
Dunham Funds | Predex |
Equinox Funds Trust | Princeton Private Investments Access Fund |
ETF Managers Trust | Saratoga Advantage Trust |
Forethought Variable Insurance Trust | Timothy Plan |
Leader Trust | Two Roads Shares Trust |
Mutual Fund Series Trust | Vertical Capital Income Fund |
Mutual Fund Variable Insurance Trust | Atlas US Tactical Income Fund, Inc. |
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(b)(i) Directors, officers, or partners of UFD:
Name | Position with Distributor | Position with Registrant |
Kevin M. Guerette | President | None |
Stephen L. Preston | Chief Compliance Officer | None |
Douglas K. Jones | Vice President | None |
Melvin Van Cleave | Chief Information Securities Officer | None |
The address of UFD and each of the above-named persons is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.
(b)(ii) Directors, officers, or partners of NLD:
Name | Position with Distributor | Position with Registrant |
Kevin M. Guerette | President | None |
Stephen L. Preston | Chief Compliance Officer | None |
Bill Strait | Secretary/General Counsel | None |
Melvin Van Cleave | Chief Information Securities Officer | None |
The address of NLD and each of the above-named persons is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.
(c) | Not applicable. |
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Item 33. | Location of Accounts and Records |
Accounts, books, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder will be maintained by the Registrant at the principal executive offices of its administrator or investment advisers:
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
Adler Asset Management, LLC
600 Third Avenue, Suite 226
New York, New York 10016
Blueprint Fund Management LLC
1250 Revolution Mill Drive, Suite 150
Greensboro, NC 27405Edge
Blueprint Investment Partners
1250 Revolution Mill Dr., Suite 150
Greensboro, NC 27405
Edge Capital Group, LLC
3333 Riverwood Parkway, Suite 350
Atlanta, Georgia 30339
Edgemoor Investment Advisors, Inc.
7250 Woodmont Avenue, Suite 315
Bethesda, Maryland 20814
Evolutionary Tree Capital Management LLC
1199 N. Fairfax Street, Suite 801
Alexandria, VA 22314
Broadmark Asset Management
1808 Wedemeyer Street, Suite 210
San Francisco, California 94129
Hudson Valley Investment Advisors, Inc.
117 Grand Street, Suite 201
Goshen, New York 10924
Karner Blue Capital, LLC
7315 Wisconsin Avenue, #400
Bethesda, Maryland 20814
Kempner Capital Management, Inc.
2201 Market Street
Galveston, Texas 77550
Lyrical Asset Management LP
250 West 55th Street, 37th Floor
New York, New York 10022
Marshfield Associates, Inc.
21 Dupont Circle NW, Suite 500
Washington, District of Columbia 20036
Nia Impact Capital
4900 Shattuck Avenue, #3648
Oakland, CA 94609
Q3 Asset Management Corporation
2175 Cole Street
Birmingham, MI 48009
Salient Advisors, L.P.
4265 San Felipe, 8th Floor
Houston, Texas 77027
Wavelength Capital Management, LLC
545 Madison Avenue, 16th Floor
New York, New York 10022
Westwood Management Corp
200 Crescent Court, Suite 1200
Dallas, Texas 75201
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Certain records, including records relating to the possession of Registrant’s securities, may be maintained at the offices of Registrant’s custodians:
Brown Brothers Harriman & Co.
50 Post Office Square
Boston, MA 02110
Fifth Third Bank, National Association
Fountain Square Plaza
Cincinnati, Ohio 45263
U.S. Bank, N.A.
425 Walnut Street
Cincinnati, Ohio 45202
Item 34. | Management Services Not Discussed in Parts A or B |
Not applicable
Item 35. | Undertakings |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 (the “1933 Act”) and the Investment Company Act of 1940, each as amended, the Registrant certifies that the Funds have caused this Post-Effective Amendment to the Registrant’s Registration Statement on Form N-1A, under Rule 485(b) under the Securities Act, to be signed below on its behalf by the undersigned, thereto duly authorized, in Cincinnati, Ohio on November 8, 2023.
ULTIMUS MANAGERS TRUST | |||
By: | /s/ Todd E. Heim | ||
Todd E. Heim | |||
President |
Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Date | ||||
/s/ David James | November 8, 2023 | ||||
David James, Trustee | |||||
* | November 8, 2023 | ||||
David M. Deptula, Trustee | |||||
* | November 8, 2023 | ||||
Janine L. Cohen, Trustee | By: | /s/ Karen Jacoppo-Wood | |||
Karen Jacoppo-Wood | |||||
* | November 8, 2023 | Attorney-in-fact* | |||
Jacqueline A. Williams, Trustee | September 28, 2023 | ||||
* | November 8, 2023 | ||||
Clifford N. Schireson, Trustee | |||||
* | November 8, 2023 | ||||
Robert E. Morrison, Trustee | |||||
/s/ Todd E. Heim | November 8, 2023 | ||||
Todd E. Heim, President | |||||
/s/ Shannon Thibeaux-Burgess | November 8, 2023 | ||||
Shannon Thibeaux-Burgess, Vice President | |||||
/s/ Jennifer L. Leamer | November 8, 2023 | ||||
Jennifer L. Leamer, Treasurer/Controller/Principal Financial Officer |
EXHIBIT LIST