SecProbe.io

CORRESP
1
filename1.htm

February 23, 2024

VIA EDGAR

EDGAR Operations Branch

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Ultimus Managers Trust

Post-Effective Amendment No. 246

to the Registration Statement on Form N-1A

SEC File Nos. 333-180308, 811-22680

Ladies and Gentlemen:

On behalf of Ultimus
Managers Trust (the “Registrant” or the “Trust”), this letter sets forth responses to oral comments received from
Rebecca Ament Marquigny of the staff of the Securities and Exchange Commission (the “SEC”) on February 13, 2024 with respect
to Post-Effective Amendment No. 246 to the Registrant’s Registration Statement on Form N-1A (the “Registration Statement”)
related to the Westwood Salient Global Real Estate Fund (the “Fund”), a series of the Trust, which was filed pursuant to Rule
485(a) under the Securities Act of 1933 on December 29, 2023. Set forth below is a summary of each comment and the Registrant’s
response thereto. All page references refer to the pages in the Registration Statement. Capitalized terms used in this letter and not
otherwise defined have the same meanings given to them in the Registration Statement. New or revised prospectus disclosure in this letter
is underlined and in bold.

Cover Page Comment

 1. Comment. We note that
the EDGAR does not indicate that “Salient” has been removed from the Fund’s name. Please confirm that the series and
class identifiers will be updated on EDGAR prior to the next 485(b) filing relating to the Fund.

Response.
The Registrant confirms that the series and class identifiers for the Fund will be updated on EDGAR prior to the next 485(b) filing relating
to the Fund.

Prospectus Comments

 2. Comment. Please update
the amounts in the fee table and expense examples on pages 3 and 4 of the prospectus and include the updated pages as an attachment to
Registrant’s response to the SEC’s staff comments.

Response.
The fee table and expense examples have been updated and are included in Attachment A to this response letter.

EDGAR Operations Branch

February 23, 2024

Page 2

 3. Comment. Please explain
why the Total Annual Fund Operating Expenses line item in the Fund’s fee table has not changed (i.e., the management fee
or other expenses have not changed or that the unreimbursed total expenses are going to remain unchanged).

Response.
The fee table in Attachment A reflects amounts incurred during the Fund’s fiscal year ended October 31, 2023. As indicated
in the updated fee table, the Advisor waived and/or reimbursed expenses in order to maintain the expense caps on the Fund’s Institutional
Shares, A Class Shares and C Class Shares.

 4. Comment. Please revise
the first sentence of the footnote to the fee table that appears on page 4 of the prospectus to indicate that the Fund’s management
fee was permanently reduced to 0.70% effective May 1, 2023.

Response.
The first two sentences of the footnote to the fee table have been revised to read as follows: “Effective May 1, 2023, the
Fund’s investment advisor, Westwood Management Corp. (the “Advisor”) lowered the Fund’s management fee from 0.95%
to 0.70%. Prior to May 1, 2023, the Advisor had been waiving its management fee from 0.95% to 0.70%.”

 5. Comment. On page 5
of the prospectus, in paragraph 2 of the Principal Investment Strategies section, the disclosure describing the new non-U.S. investment
criteria makes the impact of the strategy and actual minimum percentage hard to understand. Please rewrite the strategy to indicate the
Advisor’s intent in making the change and the impact of the change on the Fund.

Response.
The Registrant has revised the first two sentences of paragraph 2 of the Principal Investment Strategies section. Paragraph 2 of the Principal
Investment Strategies section the now reads in its entirety as follows: “The Fund will also invest, under normal circumstances,
at least 40% of its net assets in securities of real estate industry companies that are economically tied to countries outside the United
States. However, the Fund’s investments in these securities may be less than 40% of its nest assets, provided the Fund’s investment
in these securities is no less than 5% of the percentage of the FTSE EPRA NAREIT Developed Index represented by real estate industry companies
that are economically tied to countries outside the United States. The Fund considers a company that derives at least 50% of its
revenue from business outside the U.S. or has at least 50% of its assets outside the U.S. as doing a substantial amount of business outside
the U.S. The non-U.S. companies in which the Fund invests may include those domiciled in emerging market countries. Typically, emerging
markets are in countries that are in the process of industrialization, with lower gross national products per capita than more developed
countries. The Fund is not limited in the extent to which it may invest in emerging market companies.”

 6. Comment. In light of
the current real estate market, the changing interest rate environment, and the banking industry’s cautious consideration of real
estate loan collateral, please consider updating the reference to Treasury–Related Risks to Investors (i.e., in addition
to tax risks).

Response.
Real Estate Securities and REITs Risk on pages 5-6 of the prospectus has been revised to read as follows: “Real Estate Securities
and REITs Risk:  Investments in real estate securities may be adversely impacted by the performance of the real
estate market generally or that of a particular sub-sector or geographic region. Real estate values can fluctuate as a result of general
and local economic conditions,

EDGAR Operations Branch

February 23, 2024

Page 3

overbuilding and increased competition,
increases in property taxes and operating expenses, changes in zoning laws, increases in interest rates, and the
availability of financing. The availability of financing
may be adversely impacted by, among other things, banks’ view of the adequacy of real estate collateral and defaults by borrowers
or tenants. The Fund is subject
to risks related to investment in real estate investment trusts or “REITs,” including fluctuations in the value of underlying
properties, defaults by borrowers or tenants, lack of diversification, heavy cash flow dependency, self-liquidation, and potential
failure to qualify for tax-free pass through of income and exemption from registration as an investment company. In addition, the Fund’s
investment in REITs is subject to the risks associated with the direct ownership of real estate, including fluctuations in value due to
general and local economic conditions, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation
losses, regulatory limitations on rents, changes in neighborhood values, changes in the appeal of properties to tenants, increases in
interest rates and defaults by borrowers or tenants. Treasury Regulations make available to Fund shareholders, on a pass-through basis,
the same tax deduction for qualified business income based on dividends received from REITs that is available to individuals who invest
directly in REITs.”

 7. Comment. Please confirm
that Portfolio Turnover Risk, which appears on pages 8 and 29 of the prospectus, is appropriately designated as a principal risk of the
Fund in view of the revised strategy.

Response.
Portfolio Turnover Risk is no longer designated as a principal risk of the Fund.

 8. Comment. On page 9
of the prospectus, in the second paragraph of the Performance Information section, please provide a succinct summary explaining the advisory
relationships and name changes since the date of the Reorganization. The disclosure should make clear that Westwood has managed the Fund
without a sub-adviser since the Reorganization and that removing Salient from the Fund’s name is not signaling a change in the adviser
structure.

Response.
The second paragraph in the Performance Information section has been revised in its entirety to read as follows: “The Advisor
has served as the investment adviser to the Fund since the Reorganization. The Fund’s current name became effective as of February
28, 2024. This name change does not reflect a change in the Advisor’s role in managing the Fund’s portfolio or the advisory
structure.”

 9. Comment. On page 13
of the prospectus, in the Investment Restrictions section, please clarify that the statement about percentage restrictions being measured
at the time of investment do not apply to borrowings by the Fund. Also the reference to “any prospectus related to the Fund”
in the second sentence of the section is confusing in the context of the Fund’s stand-alone prospectus. Either delete the reference
or modify the language.

Response.
The disclosure in the Investment Restrictions section, has been revised to read as follows: “The percentage restrictions referenced
in this prospectus or the associated statement of additional Information (“SAI”) concerning borrowing must be met at all times.
All other percentage restrictions referenced in this prospectus or the associated SAI are measured at the time of investment,
whether or not the particular percentage restriction

EDGAR Operations Branch

February 23, 2024

Page 4

uses such language. With the exception
of the restrictions on borrowing, if a percentage restriction on investment or use of assets discussed in any prospectus related
to the Fund is adhered to at the time a transaction is effected, a later increase or decrease in such percentage resulting from changes
in values of securities or loans or amounts of net assets or security characteristics will not be considered a violation of the restriction,
except that the Fund will take reasonably practicable steps to attempt to continuously monitor and comply with its liquidity standards.
Also, if the Fund receives subscription rights to purchase securities of an issuer whose securities the Fund holds, and if the Fund exercises
such subscription rights at a time when the Fund’s portfolio holdings of securities of that issuer would otherwise exceed a limit,
it will not constitute a violation if, prior to the receipt of the securities from the exercise of such rights, and after announcement
of such rights, the Fund sells at least as many securities of the same class and value as it would receive on exercise of such rights.”

The Registrant anticipates
that the Fund will appear in multiple prospectuses that offer different combinations of the Fund’s share classes. Therefore, the
Registrant respectfully has determined to retain the reference to “any prospectus related to the Fund” in the Investment Restrictions
section.

 10. Comment. Supplementally
explain the business or legal reasons for the decision to drop “Salient” from the Fund name now instead of when Salient’s
role changed with respect to the Fund.

Response:
Following the Reorganization, the Fund retained Salient in its name to convey that the portfolio managers, who were formally employees
of Salient, would not change in connection with the Reorganization. The Advisor believes removing Salient from the Fund’s name effective
as of February 28, 2024 will aid in marketing the Fund as an investment product offered by Westwood.

 11. Comment. The disclosure
throughout the prospectus concerning Other Fees, such as on page 42 of the prospectus in the Purchasing, Selling and Exchanging Shares
section and on page 51 following the Anti-Money Laundering Program section, is inconsistent.

Response.
The discussion of Other Fees in the Purchasing, Selling and Exchanging Shares section concerns fees that shareholders may incur in connection
with the purchase, sale or exchange of shares of the Fund, while the discussion of Other Fees following the Anti-Money Laundering Program
section describes fees that shareholders may incur in connection with the maintenance of their accounts with the Fund’s transfer
agent. Accordingly, no changes have been made to either discussion of Other Fees in the prospectus.

Statement of Additional
Information Comment

 12. Comment: Under the
heading Qualifications of the Trustees in the Statement of Additional Information, update the disclosure concerning Mr. Deptula’s
retirement from the Board.

Response:
References to Mr. Deptula have been removed from the SAI, except where the required information is provided as of a date before the effective
date of Mr. Deptula’s retirement from the Board (i.e., the Trustee ownership table and Trustee compensation table).

*	*	*

EDGAR Operations Branch

February 23, 2024

Page 5

Any questions or comments with respect to
this filing may be directed to the undersigned at 202.775.1213.

Sincerely,

/s/John L. Chilton

John L. Chilton, Esq.

Enclosures

cc:	Mr. Todd Heim

Ms. Shannon Thibeaux-Burgess

Karen Jacoppo-Wood, Esq.

Ms. Natalie Anderson

Nicole M. Crum, Esq.

Attachment A

Fees and Expenses of the Fund

This table describes the fees and expenses you may
pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the tables and Examples below. You may qualify for sales charge discounts on A Class Shares
if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund. More information about these and other
discounts is available from your financial professional and in the “Purchasing, Selling and Exchanging Shares” section starting
on page [79] of the Fund’s prospectus, “Sales Charges” section starting on page [88] of the Fund’s prospectus
and “Additional Services and Programs” section starting on page [102] of the Fund’s statement of additional information
(“SAI”). Shares of the Fund are available in other share classes with different fees and expenses.

Shareholder Fees (fees paid directly from your investment)

    Institutional Shares
    A Class Shares
    C Class Shares

    Maximum Sales Charge (load) on purchases (as a percentage of offering price)

    None
    3.00%
    None

    Maximum Deferred Sales Charge (load) (as a percentage of the lesser of original purchase price or redemption proceeds)

    None
    None(1)
    1.00%(2)

(1) A Class Shares purchases of $250,000
or more may be subject to a 1.00% Contingent Deferred Sales Charge ("CDSC") if redeemed within 18 months of purchase.

(2) C Class Shares may be subject to
a 1.00% CDSC if redeemed within 12 months of purchase.

Annual Fund Operating Expenses (expenses that you pay each year as a
percentage of the value of your investment)

    Institutional Shares
    A Class Shares
    C Class Shares

    Management Fee

    0.70%
    0.70%
    0.70%

    Distribution (12b-1) Fees

    N/A
    0.25%
    0.75%

    Other Expenses

    Administrative Services Plan Fees

    0.12%
    0.03%
    0.25%

    Other Operating Expenses

    0.82%
    0.82%
    0.82%

    Total Annual Fund Operating Expenses

    1.64%
    1.80%
    2.52%

    Fee Waiver and/or Expense Reimbursement(1)

    (0.53%)
    (0.53%)
    (0.53%)

    Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement

    1.11%
    1.27%
    1.99%

    A-1

    (1)
    Effective May 1, 2023, the Fund’s investment advisor, Westwood Management Corp. (the “Advisor”) lowered the Fund’s management from 0.95% to 0.70%. Prior to May 1, 2023, the Advisor had been waiving its management fee from 0.95% to 0.70%.  Additionally, the Advisor has contractually agreed to reduce fees and reimburse expenses in order to keep Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions, borrowing expenses such as dividend and interest expenses on securities sold short, Acquired Fund fees and expenses, costs to organize the Fund, other expenditures which are capitalized in accordance with generally accepted accounting principles, and extraordinary expenses (collective