In addition, to provide for continuity in the operation of the Fund in the event the Closing Date of the Transaction occurs before the Meeting, the Board of Trustees, including a majority of the Independent Trustees,also unanimously approved at the AprilMay Board Meeting and after careful consideration, approved an interim investment advisory agreement between Fiera Capital (as successor to Apex)the Adviser and the Trust, on behalf of the Fund (the “Interim Advisory Agreement”) that became effective on June 1, 2016,will take effect immediately upon the day ofClosing Date. In reliance upon applicable rules under the closing of the Transaction. Pursuant to1940 Act, including Rule 15a-4 under the Investment Company1940 Act, the Interim Advisory Agreement did not require shareholder approval.

The Transaction will NOT CHANGE the Fund’s name or the number of Fund shares you own.

Information About the Adviser

Edge Capital Group, LLC, with a principal address of 3333 Riverwood Parkway, Suite 350, Atlanta, Georgia 30339, is the Fund’s investment adviser. The Adviser was founded in 2018, as the successor-in-interest to the Fund’s previous investment adviser, Edge Advisors, LLC (the “Previous Adviser”). The Adviser was appointed to serve as the investment adviser to the Fund on August 1, 2018, after the acquisition of the Previous Adviser by the Adviser. The Adviser and Previous Adviser have served as the Fund’s investment adviser since the Fund inception. In addition to serving as the Fund’s investment adviser, the Adviser also provides investment advisory services to high net-worth individuals and institutions, such as corporations, defined benefit plans (both private and governmental), profit sharing plans, endowments and charitable foundations, and other investment pools. As of July 6, 2023, the Adviser had approximately $6 billion in assets under management.

The Adviser is currently wholly owned by Focus Operating, LLC, which in turn is a wholly owned subsidiary of Focus Financial Partners, LLC, 875 Third Avenue, 28^th Floor, New York, NY 10022 (“Focus LLC”). The sole managing member of Focus LLC is Focus, a publicly traded company on the NASDAQ Global Select exchange under the ticker FOCS. Focus LLC, a Delaware limited liability company headquartered in New York City, is a strategic and financial investor in and acquiror of independently-managed wealth and asset management firms in the U.S. and abroad. Focus LLC was formed in Delaware on November 30, 2004 and Focus was incorporated in Delaware on July 29, 2015.

Information regarding the principal executive officer, directors and certain other officers of the Adviser and its affiliates and certain other information is attached in Appendix B to this Proxy Statement.

If the Transaction closes as anticipated, the Adviser will continue to be wholly owned by Focus Operating, LLC, which will ultimately be owned by certain private equity funds and other investment vehicles managed and controlled by CD&R and Stone Point.

Reliance on Section 15(f) of the 1940 Act

As discussed above, under the transaction agreement between Focus and investment vehicles affiliated with CD&R and Stone Point (the “Transaction Agreement”), Focus will be acquired by investment vehicles affiliated with CD&R and Stone Point. As a result, the Board has been advised that, in connection with the Transaction, certain parties to the Transaction Agreement intend to rely on Section 15(f) of the 1940 Act, which requires satisfaction of two conditions. Section 15(f) of the 1940 Act provides a non-exclusive safe harbor for an investment adviser to an investment company, and any of the investment adviser’s affiliated persons (as that term is defined in the 1940 Act), to receive payments or benefits in connection with a change in control of an investment adviser, such as those specified in the Transaction Agreement. Focus has agreed to conduct its business and, to the extent within its reasonable control, cause each of its affiliates to conduct their respective businesses so as to assure compliance with each of the two conditions of Section 15(f), as described below.

First, for a three-year period from the date of the assignment, which is the Closing Date, at least equivalent75% of the Board must be composed of persons who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Adviser or any successor adviser. The Board currently meets this 75% requirement and the Fund and Adviser intend to seek to comply with this 75% requirement with respect to the scopeBoard for the three-year period from the Closing Date.

The second condition of Section 15(f) is that, for a period of two years following the Closing Date, there must not be imposed on the Fund any “unfair burden” as a result of the Transaction or any express or implied terms, conditions, or understandings related to it. An “unfair burden” would include any arrangement whereby an “adviser” (such as the Adviser) or an “interested person” of the adviser, would receive or be entitled to receive any compensation, directly or indirectly, from the Fund or its Shareholders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the Fund (other than bona fide ordinary compensation as principal underwriter for the Fund).

Focus has agreed that it will conduct its business, and qualitywill, to the extent within its reasonable control, cause each of services providedits affiliates to conduct their businesses, in a manner to enable reliance upon the conditions of Section 15(f) of the 1940 Act, including not imposing any “unfair burden” on the Fund for at least two years from the Closing Date. Based on such agreements from the Adviser and Focus, the Board believes the conditions of Section 15(f) will be satisfied since there should be no “unfair burden” imposed as a result of the Transaction because the terms of the New Advisory Agreement and Interim Advisory Agreement are substantially similar to the Existing Advisory Agreement, the investment advisory fee rate payable under the OriginalNew Advisory Agreement and Interim Advisory Agreement is the same as the investment advisory fee rate payable under the Existing Advisory Agreement, the Fund expects to retain the same portfolio managers, and there will be no expected diminution in services that the Adviser will provide the Fund. As noted above, the Board currently meets the 75% board composition requirement.

Post-Transaction Structure and Operations

It is intended that, after the Closing Date, the Adviser will continue to serve as the Fund’s Adviser pursuant to either (i) the New Advisory Agreement if approved by the Shareholders and the Closing Date of the Transaction occurs after the Shareholders approve the New Advisory Agreement; or (ii) initially pursuant to an Interim Advisory Agreement if the Closing Date of the Transaction occurs prior to the Shareholders approving the New Advisory Agreement. The Transaction is not expected to result in any material change in the day-to-day management of the Fund. In addition, the investment advisory personnel who currently manage the Fund are expected to continue to do so after the Closing Date. However, there can be no assurance that any particular employee of the Adviser will choose to remain employed by the Adviser after the Closing Date.

The Transaction is not expected to result in any changes to the organization and structure of the Fund. The Fund and its investment objective and strategies will not change as a result of the completion of the Transaction. The Fund’s name will not change as a result of the Transaction.

PROPOSAL: APPROVAL OF A NEW ADVISORY AGREEMENT (THE “NEW ADVISORY AGREEMENT”) BETWEEN THE TRUST, ON BEHALF OF THE FUND, AND EDGE CAPITAL GROUP, LLC.

Background

Edge Capital Group, LLC (the “Adviser”) currently serves as investment adviser to the Blue Current Global Dividend Fund (the “Fund”) under an investment advisory agreement between Ultimus Managers Trust (the “Trust”), on behalf of the Fund, and the Adviser dated October 29, 2018 (the “Existing Advisory Agreement”). The Existing Advisory Agreement was last approved by the Fund’s shareholders (the “Shareholders”) on August 18, 2018 in connection with the acquisition of the Previous Adviser by the Adviser and was most recently approved for continuance by the Trust’s Board of Trustees (the “Board”) on April 21, 2023.

As required under Rule 15a-4 underby the Investment Company Act of 1940, as amended (the “1940 Act”), the terms and conditionsExisting Advisory Agreement provides for automatic termination in the event of an assignment, which will occur upon the closing date (“Closing Date”) of the InterimTransaction (as defined and described above). In anticipation of the closing of the Transaction and to provide for continuity in the operation of the Fund, at a meeting of the Board held on May 31, 2023 (the “May Board Meeting”), the Board unanimously approved the New Advisory Agreement, aresubject to the same as the terms and conditionsapproval of the OriginalShareholders.

Under the Transaction Agreement, Focus agreed to cause the Adviser to use reasonable best efforts to obtain approval of a new investment advisory agreement for the Fund by the Board and Shareholders. The Closing Date is anticipated to occur in the third quarter of 2023.

The Proposal

Shareholders of the Fund (the “Shareholders”) are being asked to approve the New Advisory Agreement. As described above, approval of the New Advisory Agreement withis sought so that the following exceptions:

Board Approval and Recommendation

At the May Board Meeting, the Board, including the Trustees who are not “interested persons” of Trusteesthe Fund or the Adviser within the meaning of the 1940 Act (the “Independent Trustees”), after careful consideration, determined that approval of the New Advisory Agreement is in the best interest of the Fund and its Shareholders and unanimously approved the New Advisory Agreement for the Fund and unanimously recommend that the Shareholders approve the New Advisory Agreement. A summary of the Board’s considerations is provided below in the section titled “Board Considerations.”

The Existing Advisory Agreement and Existing Expense Limitation Agreement

Under the Existing Advisory Agreement, for its services, the Fund pays the Adviser a monthly investment advisory fee computed at the annual rate of 0.99% of its average daily net assets. Under an interimexisting expense limitation agreement (the “Interim“Existing ELA”) between Fiera Capitalthe Adviser and the Trust, on behalf of the Fund. The Interim ELA became effective atFund, the closing of the Transaction, and its terms are substantially similar to the terms of the Original ELA, except that the Interim ELA will expire at the end of the term of the Interim Advisory Agreement. The Original ELA was set to expire on October 1, 2017; however, by its terms it expired upon the termination of the Original Advisory Agreement.

The New Advisory Agreement and New Expense Limitation Agreement

The terms of the New Advisory Agreement are the same as the Existing Advisory Agreement, except for the effective and termination dates and a few immaterial terms. The form of New Advisory Agreement is set forth in Appendix C to the Proxy Statement. The advisory fee rate under the New Advisory Agreement with respect to the Fund is identical to the advisory fee rate under the Fund’s Existing Advisory Agreement. For a more complete understanding of the New Advisory Agreement, you should read the form of New Advisory Agreement contained in Appendix C. The descriptions of the New Advisory Agreement in this Proxy Statement are qualified in their entirety by reference to Appendix C.

Also at the May Board Meeting, the Board unanimously approved a new expense limitation agreement (the “New ELA”) between the Adviser and the Trust, on behalf of the Fund. The New ELA will become effective upon the effective date of the New Advisory Agreement. The terms of the New ELA are the same as the Existing ELA in all material respects except for the effective date, termination date and clarification that management fee waivers and expense reimbursements incurred under the interim expense limitation agreement (the “Interim ELA”) between the Adviser and the Trust, on behalf of the Fund, if applicable, are also reimbursable to the Adviser under the New ELA. The Existing ELA is set to expire on April 30, 2024, however, by its terms it will expire upon the termination of the Existing Advisory Agreement. Under the New ELA, the Adviser has agreed to reduce the advisory fee and reimburse Fund expenses to the extent necessary to limit total annual fund operating expenses (exclusive of brokerage costs, taxes, interest, borrowing costs such as interest and dividend expenses on securities sold short, costs to organize the Fund, acquired fund fees and expenses, extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business), without regardbusiness, and amounts) to such repayment, are at an annual rate (as a percentageamount not exceeding 0.99% of the average daily net assets of the Fund) equalInstitutional Class shares (the only class of shares currently being offered), until January 1, 2026. Advisory fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund, for a period of three years after the date that such fees and expenses were incurred, provided that the repayments do not cause the Fund’s Total Annual Fund Operating Expenses (exclusive of such reductions and reimbursements) to exceed (i) the expense limitation then in effect, if any, and (ii) the expense limitation then in effect at the time the expenses to be repaid were incurred. The New ELA may be terminated by the Adviser or the Board, without approval by the other party, at the end of the current term upon not less than 1.05%90 days’ notice to the other party. The New ELA will terminate automatically if the New Advisory Agreement is terminated. The form of New ELA is set forth in Appendix D. The descriptions of the New ELA set forth in the Proxy Statement are qualified in their entirety by reference to Appendix D.

Interim Advisory Agreement and Interim Expense Limitation Agreement

As discussed above, in order to provide continuity in the operation the Fund in the event the Closing Date of the Transaction occurs before the Shareholders approve the New Advisory Agreement, the Board, including the Independent Trustees at the May Board Meeting also unanimously approved an interim investment advisory agreement between the Adviser and the Trust, on behalf of the Fund (the “Interim Advisory Agreement”) that will take effect immediately upon the termination of the Existing Advisory Agreement if the Shareholders have not already approved the New Advisory Agreement.

The terms of the Interim Advisory Agreement are identical to those of the Existing Advisory Agreement and the New Advisory Agreement, except to reflect the effective and termination dates, certain escrow provisions described below and a few other immaterial changes. The investment advisory fee rate payable under the Interim Advisory Agreement is the same as the investment advisory fee rate payable under the Existing Advisory Agreement. The Interim Advisory Agreement will continue in effect for a term ending on the earlier of 150 days from the Closing

Date (the “150-day period”) or when the Shareholders approve the New Advisory Agreement. Pursuant to Rule 15a-4 under the 1940 Act, compensation earned by the Adviser under the Interim Advisory Agreement will be held by the Fund’s custodian in an interest-bearing escrow account. If the Shareholders approve the New Advisory Agreement by the end of the 150-day period, the amount held in the escrow account under the Interim Advisory Agreement (including interest earned) will be paid to the Adviser. If the Shareholders do not ultimately approve the New Advisory Agreement by the end of the 150-day period, the Board will take such actions as it deems to be in the best interests of the Fund, and the Adviser will be paid the lesser of its costs incurred in performing its services under the Interim Advisory Agreement (plus interest earned on such amount) or the total amount held in the escrow account with respect to such Fund under the Interim Advisory Agreement, plus interest earned on such amount. The Interim Advisory Agreement may be terminated by the Board or a majority of the Fund’s average daily net assets. Furthermore,outstanding voting securities at any time, without payment of any penalty, on 10 calendar days written notice to the amount of repayment in any month shall be limited so thatAdviser.

In addition to the sum of (a)Interim Advisory Agreement, the amount of such paymentBoard also unanimously approved at the May Board Meeting, an interim expense limitation agreement (the Interim ELA) between the Adviser and (b) the other operating expensesTrust, on behalf of the Fund. The Interim ELA will become effective upon the effective date of the Interim Advisory Agreement and expires at the earlier of the termination of the Interim Advisory Agreement or January 1, 2026. The terms of the Interim ELA are the same as to the terms of the Existing ELA and the New ELA between the Adviser and the Trust, on behalf of the Fund in all material aspects except for the effective date, the termination date and with respect to the New ELA, clarification that management fee waivers and expense reimbursements incurred under the Interim ELA are also reimbursable to the Adviser under the New ELA. Under the Interim ELA, the Adviser has agreed to reduce the advisory fee and reimburse Fund expenses to the extent necessary to limit total annual fund operating expenses (exclusive of brokerage costs, taxes, interest, borrowing costs such as interest and dividend expenses on securities sold short, costs to organize the Fund, acquired fund fees and expenses, extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business) dobusiness, and amounts) to an amount not exceed 1.05% of the Fund’s average daily net assets.. Prior to its termination, the Interim ELA may be modified only with the approval of the Board of Trustees.

Affiliated Service Providers, Affiliated Brokerage and Other Fees

During the Fund’s most recently completed fiscal year, the Fund did not make any material payments to the Adviser or any affiliated person of the Adviser for services other than under the investment advisory agreement.

The Fund (exclusivepaid no brokerage commissions within the last fiscal year to (i) any broker that is an affiliated person of brokerage costs, taxes, interest, acquired fund fees and expenses, extraordinary expenses such as litigation and mergerFund or reorganization costs and other expenses not incurred inan affiliated person of such person, or (ii) any broker an affiliated person of which is an affiliated person of such Fund or the ordinary courseAdviser.

Required Vote

Approval of the Fund’s business), without regard to such repayment, are at an annual rate (as a percentage ofProposal requires the average daily net assets of the Fund) equal to or less than 1.05% of the Fund’s average daily net assets. Furthermore, the amount of repayment in any month shall be limited so that the sum of (a) the amount of such payment and (b) the other operating expenses of the Fund (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) do not exceed 1.05% of the Fund’s average daily net assets. It is expected that the New ELA will continue in effect until October 1, 2017 and from year to year thereafter provided each such continuance is specifically approved by a majority of the Trustees who (i) are not “interested persons” of the Trust or any other party to this Agreement, as defined in the Investment Company Act, and (ii) have no direct or indirect financial interest in the operation of the agreement (the “Non-Interested Trustees”). The Trust or Fiera Capital may terminate the New ELA at the end of the then-current term upon not less than 90 days’ notice to the other party; and provided further that, in the case of termination by the Trust, such action shall be authorized by resolution of a majority of the Non-Interested Trustees or by aaffirmative vote of a majority“majority of the outstanding voting securitiessecurities” of the Fund. The New ELA automatically terminatesFund, which, under the 1940 Act, means an affirmative vote of the lesser of (a) 67% or more of the shares of the Fund present at the Meeting if the Newholders of more than 50% of the outstanding shares are present or represented by proxy, or (b) more than 50% of the outstanding shares. The implementation of the Proposal is contingent upon the

completion of the Transaction. If the Transaction is not completed, then the Existing Advisory Agreement is terminated.

THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSAL.

BOARD CONSIDERATIONS

Summary of the New ELA set forth in this Proxy Statement are qualified in their entirety by reference to Exhibit B.

At the AprilMay Board Meeting, Apex presentedthe Adviser discussed the terms of the Transaction, including a copy of the Purchase Agreement.Transaction. In addition, at the AprilMay Board Meeting, the Board of Trustees requested and received such other information from Apexthe Adviser, including without limitation, information regarding Adviser, the Transaction, and Fiera Capital regarding Apex, Fiera Capital, and Fierathe Fund as the Trustees believed was reasonably necessary to understand the Transaction and the potential effects on the Trust and the Fund from the Transaction. The Board of Trustees discussed these matters with Apex,the Adviser, including, without limitation, the potential benefits from the Transaction for the Fund, such as benefits from Fiera Capital’s resources, relationships, and experience in investment management.increased selling opportunities from the Adviser being a part of a bigger operating umbrella. The Board of Trustees also discussed with both Apex and Fiera Capitalthe Adviser the plans for the operation of the Fund after the Transaction. As part of the discussion, both Apex and Fiera Capitalthe Adviser noted that theyit did not expect any interruptionimpact on the day-to-day operations or management of the Fund’s daily business as a result ofAdviser or the closing ofservices provided by the Transaction and underAdviser to the New Advisory Agreement. Apex and Fiera CapitalFund. The Adviser further noted no changes were anticipated in the portfolio management teammanagers or the investment approach as a result of the Transaction and that they expected the Fund to continue to be managed using the same investment objective and strategies that have beencurrently being employed for years by Apex.

Board Approval of the Investment Advisory Agreement

In determining whether to approve the New Advisory Agreement and the Interim Advisory Agreement, the Board recalled its review of the materials presented at the May Board Meeting and at the April 21, 2023 Board meeting in connection with the renewal of the Existing Advisory Agreement, materials related to the Fund and the Adviser throughout the last several months and its various discussions with management of the Trust and the Adviser about the operations and performance of the Fund during that period. The Board also considered (i) that the Adviser represented that the Transaction should not materially affect the Fund’s operation or the level or quality of advisory services provided to the Fund; (ii) that the Adviser represented that the same portfolio managers who currently provides services to the Fund are anticipated to continue to do so upon the closing of the Transaction; and (iii) Edge’s and Focus’ agreement to pay for the Fund’s costs and expenses incurred in connection with the Transaction, including the costs and expenses of preparing the Proxy Statement. The Trustees further considered numerous factors, including, among other things: (1) the

The nature, extent, and quality of the services to be provided by Fiera Capital; (2)the Adviser. In this regard, the Board reviewed the services being provided by the Adviser to the Fund including, without limitation, providing a continuous investment program for the Fund, adhering to the Fund’s investment restrictions, complying with the Trust’s policies and procedures, and voting proxies on behalf of the Fund. The Board considered that there were no anticipated changes in the portfolio manager for the Fund as a result of the Transaction and there would be no anticipated reduction in services. The Board also considered the Adviser’s financial condition in light of the Transaction and noted that there were no anticipated financial conditions involving the Transaction that would likely impair the Adviser’s ability to fulfill its commitment to the Fund under the New Advisory Agreement and the Interim Advisory Agreement. The Board concluded that the quality, extent, and nature of the services provided by the Adviser to the Fund were satisfactory.

The investment performance of the Fund. In this regard, the Board reviewed the Fund’s past performance, including comparisons to the peer funds and its benchmark, considering that the Fund for the one year period had outperformed relative to its benchmark index but underperformed the median performance of the funds in its Morningstar category (Global Large-Stock Value) and the median of the other funds in its custom peer group; for the three year, five year and since inception time periods the Fund had outperformed the median of the funds in its Morningstar category, but underperformed its benchmark and median performance of the other funds in its custom peer group during such time periods; and the consistency of the Adviser’s management of the Fund’s investment objective and policies. The Board concluded that the investment performance of the Fund has been satisfactory.

The costs of the services provided and Apex; (3)profits realized by the costAdviser and its affiliates from their relationship with the Fund. In this regard, the Board considered the advisory fees proposed to be charged to the Fund, and the Fund’s total expense ratios, as compared to the Fund’s peer group, considering that the proposed advisory fee rate for the Fund was above the average and median for the other funds in its Morningstar category (Global Large-Stock Value) and above the average and median of the other funds in its custom peer group, but less than the highest advisory fee rate referenced for the other funds in its Morningstar category and that the anticipated overall expense ratio of the Fund was higher than the average and median expense ratios for the other funds in its Morningstar category and custom peer group, but was lower than the highest expense ratio referenced for the other funds in its Morningstar category and custom peer group. The Board considered the terms and conditions of each of the New Advisory Agreement and the Interim Advisory Agreement, including the advisory fee rate and the services to be provided by the Adviser thereunder, and profitsconsidered that these were the same as under the Existing Advisory Agreement. The Board considered the current and anticipated profitability of the Fund to the Adviser, if any, and the indirect benefits that the Adviser receives, including promotion of the Adviser’s name. The Board concluded that the advisory fee to be realizedpaid to the Adviser by Fiera Capitalthe Fund is reasonable in light of the nature and its affiliates fromquality of services provided by the relationship with the Fund; (4) theAdviser.

The extent to which economieseconomics of scale would be realized as the Fund grows and whether advisory fee levels reflect these economies of scale for the benefit of the Fund’s investors; (5) brokerage and portfolio transaction policies; and (6) possible conflicts of interest. Throughout this process, the Independent Trustees were advised and supported by independent counsel to the Independent Trustees who is experienced in investment company and securities law matters.

Conclusion

Following its consideration of all of the foregoing and taking into accountin reliance on the totalityinformation provided by the Adviser and management of all factors discussed at the April Board Meeting and previous meetings,Trust, the Board, including a majority of the Independent Trustees voting separately, unanimously approved the New Advisory Agreement and recommended approval of the New Advisory Agreement by shareholders of the Fund.Shareholders. No single factor was considered in isolation or to be determinative to the decision of the Trustees to approve the New Advisory Agreement and recommend approval to the Fund’s shareholders.Shareholders and each Trustee may have attributed different weights to the various factors noted above. Rather, the Trustees concluded, in light of their weighing and balancing of all factors, that approval of the New Advisory Agreement was in the best interests of the Fund and its shareholders.

Principal Underwriter

Ultimus Fund Distributors, LLC (the “Underwriter”) serves as the Fund’s principal underwriter and, as such, is the exclusive agent for distribution of the Fund’s shares. The Underwriter is located at 225 Pictoria Drive, Suite 450, Cincinnati Ohio 45246.

Administrator and Other Services

Ultimus Fund Solutions, LLC (“Ultimus”) provides administrative services, accounting, and transfer agent and shareholder services to the Fund. Ultimus is located at 225 Pictoria Drive, Suite 450, Cincinnati Ohio 45246.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on September 8, 2023

The Proxy Statement is available on the Internet at WWW.OKAPIVOTE.COM/BLUECURRENT.