Correspondence 0001580642-24-003320 from Ultimus Managers Trust (CIK 0001545440)
Ultimus Managers Trust (CIK 0001545440)
Date: June 27, 2024 · CIK: 0001545440 · Accession: 0001580642-24-003320
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File numbers found in text: 333-180308, 811-22680
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CORRESP
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Ultimus Managers Trust
225 Pictoria Drive, Suite 450
Cincinnati, OH 45246
June 27, 2024
VIA EDGAR CORRESPONDENCE
Mr. Jeff Long
U.S. Securities and Exchange Commission
Division of Investment Management, Disclosure Review
and Accounting Office
100 F Street, N.E.
Washington, D.C. 20549
Re: Ultimus Managers Trust (the “Registrant”)
File Nos. 333-180308; 811-22680
Dear Mr. Long:
In a telephone conversation with me on June 10, 2024,
you communicated the U.S. Securities and Exchange Commission staff’s (the “Staff”) comments on the Registrant’s
Form N-CSR filed via EDGAR on March 6, 2024 on behalf of its series, the Westwood Salient MLP & Energy Infrastructure Fund (the “Fund”),
for the Fund’s fiscal year ended December 31, 2023. A summary of the Staff’s comments, along with the Registrant’s responses,
is set forth below.
Comment 1. Footnote (d) to the Financial
Highlights tables notes that the Fund’s net expense ratio exceeded the expense limitation during the year ended December 31, 2022
due to reorganization expenses. Please explain the basis for excluding these expenses from the expense cap.
Response. As described in Note 8 (Reorganization
Event) of the Notes to Financial Statements, on September 14, 2022, the Salient Midstream & MLP Fund, closed-end fund (“Acquired
Fund”), was reorganized into the Salient MLP Energy & Infrastructure Fund, a series of Salient MF Trust (the “Acquiring
Fund”) (the “Reorganization”). In accordance with the terms of the Agreement and Plan of Reorganization, the Acquired
Fund paid 70% of the costs associated with the Reorganization and the Acquiring Fund paid 30% of the costs associated with the Reorganization.
Under the Acquiring Fund’s Expense Limitation Agreement, the Fund’s investment adviser contractually agreed to waive all or
a portion of its management fee and reimburse or pay operating expenses of the Acquiring Fund to the extent necessary to maintain the
Acquiring Fund’s total operating expenses at 1.55% for Class A shares through April 30, 2023, excluding certain expenses, such as
taxes, brokerage commissions, interest, short dividend expense, any acquired fund fees and expenses, litigation and extraordinary expenses.
In accordance with generally accepted accounting principles, the expenses related to the Reorganization
were deemed extraordinary expenses, and were therefore excluded from the cap. The Acquiring Fund in the Reorganization subsequently was
reorganized into the Fund on November 18, 2022.
Comment 2. It appears that the Fund
was invested greater than 25% in master limited partnerships (“MLPs”) at December 31, 2023. Please confirm that the Fund qualified
as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”),
as of December 31, 2023.
Response. The Fund may directly invest
up to but not more than 25% (or such higher amount as permitted by any applicable tax diversification rules) of total assets, at the time
of investment, in equity or debt securities of master limited partnerships (“MLPs”). This limit does not apply to securities
issued by MLP affiliates, which are not treated as publicly traded partnerships for U.S. federal income tax purposes. As of December 31,
2023, the Fund invested 23.06% of its assets in MLPs as defined in the prospectus and qualified as a RIC under the Code. The category
“Master Limited Partnerships” contained in the Schedule of Investments in the Fund’s Annual Report dated December 31,
2023 includes the following holdings which are not treated as publicly traded partnerships for U.S. federal income tax purposes and, as
a result, such holdings fell outside of the 25% limitation on MLPs:
Security
Tax Treatment
Hess Midstream L.P. – Class A
C Corporation
Kimball Royalty Partners LP
C Corporation
Nextera Energy Partners, L.P.
C Corporation
Plains GP Holdings, L.P. – Class A
C Corporation
EMG Utica I Offshore Co-Investment LP
Private Investment; held through C Corporation Blocker
The Fund will add disclosure to the Schedule of Investments
in subsequent shareholder reports to identify those securities held by the Fund that are not treated as publicly traded partnerships for
U.S. federal income tax purposes.
* * *
We believe that the foregoing has been responsive
to the Staff’s comments. Please call the undersigned at 513-577-1693 if you wish to discuss this correspondence further.
Sincerely,
/s/ Karen Jacoppo-Wood
Karen Jacoppo-Wood
Secretary
cc: T. Heim, President of the Trust
D. Bauer, Treasurer of the Trust
G. Gosselink, Northern Lights
Compliance Services, LLC
N. Crum, Esq., Sullivan &
Worcester LLP