X0405 TA-1/A 0001094887 XXXXXXXX 084-05829 true LIVE SEC ULTIMUS FUND SOLUTIONS LLC /TA 510388 225 Pictoria Drive Suite 450 Cincinnati OH 45246 N 513-587-3400 N N N Y DeAWM Service Company 084-01713 222 South Riverside Plaza Chicago IL 60606 Federated Shareholder Services Company 084-01869 5800 Corporate Drive Pittsburgh PA 15237 Lee Financial Recordkeeping, Inc. 084-05507 3113 Olu Street Honolulu HI 96816 Ultimus Asset Services, LLC 084-00142 9465 Counselors Row Suite 200 Indianapolis IN 46240 Other Ultimus Intermediary, LLC (Intermediary) 06/08/2012 holding company of registrant sole member of registrant Ultimus Holdings, LLC (Holdings) 06/08/2012 indirect owner sole member of Intermediary The Ultimus Group Midco, LLC (Midco) 02/01/2019 indirect owner sole member of Holdings The Ultimus Group Intermediate, LLC (Intermediate) 02/01/2019 indirect owner sole member of Midco The Ultimus Group, LLC (UG) 02/01/2019 indirect owner sole member of Intermediate GTCR Fund XII/B LP (Fund) 02/01/2019 indirect owner majority owner of UG GTCR Partners XII/B LP (Partners) 02/01/2019 indirect owner general partner of Fund GTCR Investment XII LLC 02/01/2019 indirect owner general partner of Partners Gary Tenkman 05/19/2014 CEO and Managing Director directs affairs of registrant William Tomko 04/24/2017 Executive Vice President directs affairs of registrant Kurt Krebs 05/09/2016 Vice President, CFO, and Treasurer financial/management oversight Jeff Moeller 08/18/2008 VP, Director of Transfer Agency Services directs affairs of registrant Limited Liability Company N N N N N N Y Gemini Fund Services, LLC (Gemini) Order Instituting Cease and Desist Proceedings 05/02/2013 United States Securities and Exchange Commission In connection with a notice served on two series trusts serviced by Gemini as fund administrator, the SEC alleged that, during the period January 2009 through December 2010, Gemini caused the trusts to violate certain federal securities laws. The SEC alleged that Gemini, in its capacity as fund administrator to certain series formed under the trusts, failed to ensure that certain shareholder reports contained adequate disclosure of the process by which the trustees evaluated the terms of certain advisory contracts entered into by the trusts and, in doing so, violated Section 30(e) of the Investment Company Act of 1940 and Rule 30(e)(1) promulgated thereunder. The SEC also alleged that Gemini failed to ensure that certain series of the trusts maintained and preserved copies of written materials that the trustees considered in reviewing and approving certain advisory contracts in violation of Section 31(a) of the Investment Company Act of 1940 and Rule 31a-2(a)(6) promulgated thereunder. In settlement, Gemini agreed to cease and desist from committing or causing any future violations, pay a $50,000 fine, and hire an independent consultant to review the compliance program relating to the trusts. Unified Fund Services, Inc. (now know as Ultimus Asset Services, LLC) and Michael E. Durham In the Matter of Unified Fund Services, Inc. and Michael E. Durham 05/05/2006 U.S. Securities and Exchange Commission The Commission found that Unified violated or caused to be violated various federal securities laws related to certain fund administration and accounting activities that occurred from 1999 through 2002. Cease and Desist Order Y Gemini Fund Services, LLC (Gemini) Order Instituting Cease and Desist Proceedings 05/02/2013 United States Securities and Exchange Commission In connection with a notice served on two series trusts serviced by Gemini as fund administrator, the SEC alleged that, during the period January 2009 through December 2010, Gemini caused the trusts to violate certain federal securities laws. The SEC alleged that Gemini, in its capacity as fund administrator to certain series formed under the trusts, failed to ensure that certain shareholder reports contained adequate disclosure of the process by which the trustees evaluated the terms of certain advisory contracts entered into by the trusts and, in doing so, violated Section 30(e) of the Investment Company Act of 1940 and Rule 30(e)(1) promulgated thereunder. The SEC also alleged that Gemini failed to ensure that certain series of the trusts maintained and preserved copies of written materials that the trustees considered in reviewing and approving certain advisory contracts in violation of Section 31(a) of the Investment Company Act of 1940 and Rule 31a-2(a)(6) promulgated thereunder. In settlement, Gemini agreed to cease and desist from committing or causing any future violations, pay a $50,000 fine, and hire an independent consultant to review the compliance program relating to the trusts. Northern Lights Compliance Services, LLC Order Instituting Cease and Desist Proceedings 05/02/2013 United States Securities and Exchange Commission In connection with a notice served on two series trusts serviced by Gemini as fund administrator, the SEC alleged that, during the period January 2009 through December 2010, Northern Lights Compliance Services, LLC (NLCS), an affiliate under common control with Gemini, caused the trusts to violate certain federal securities laws. The SEC alleged that NLCS, in its capacity as chief compliance officer to certain series formed under the trusts, together with the trustees, failed to ensure that certain series of the trusts implemented their policies and procedures concerning the items upon which the trustees could rely when the trustees approved certain investment advisor compliance programs based on NLCS's report that such advisers' compliance manuals were "sufficient" and "in use" and that their code of ethics and proxy voting policies were "compliant." The SEC deemed that such failure constituted a violation of Rule 38a-1(a)(1) promulgated under the Investment Company Act of 1940. In settlement, NLCS agreed to cease and desist from committing or causing any future violations, pay a $50,000 fine, and hire an independent consultant to review the compliance program relating to the trusts. Gemini Fund Services, LLC (Gemini) Order Instituting Cease and Desist Proceedings 01/22/2018 United States Securities and Exchange Commission Gemini served as the administrator for GL Beyond Income Fund, a closed-end interval fund (the "Fund"), during the period from January 2012 until March 2015 and was responsible for calculating and reporting the daily net asset value ("NAV") for the Fund. The SEC alleged that during the period from February 2013 to December 2014, the NAV that Gemini reported was inflated because it included certain fraudulent assets. The SEC acknowledged that Gemini did not know that these assets were fraudulent, but alleged that: (i) Gemini did know that the Fund's custodian bank did not have adequate proof of the existence of many of these fraudulent assets, (ii) there were discrepancies between Gemini's records and those of the custodian bank, and (iii) Gemini failed to notify the investing public or the Fund's board of trustees of such discrepancies. In settlement, Gemini agreed to cease and desist from committing or causing any future violations; pay a civil monetary penalty, disgorge a portion of its revenue, and hire an independent compliance consultant. Unified Fund Services, Inc. (now known as Ultimus Asset Services, LLC) and Michael E. Durham In the Matter of Unified Fund Services, Inc. and Michael E. Durham 05/05/2006 U.S. Securities and Exchange Commission The Commission found that Unified violated or caused to be violated various federal securities laws related to certain fund administration and accounting activities that occurred from 1999 through 2002. Cease and Desist Order N N N Y Unified Financial Securities, LLC C93-03-409 05/05/1989 Iowa Securities Bureau Filed audited financials late. $500 civil penalty. Y Northern Lights Distributors, LLC R-2004-0004 01/27/2004 Commonwealth of Massachusetts-Secretary of the Commonwealth, Securities Division Northern Lights Distributors, LLC (NLD), an affiliate under common control with Gemini, consented to the following with respect to Michael Miola, a control affiliate with respect to Gemini, in connection with a regulatory action taken by the National Association of Securities Dealers, Inc. against Mr. Miola: Mr. Miola's activities with NLD will be limited to a quarterly review of the performance of the firm and its management, he will not serve as a director, officer, principal, supervisor, or manager of NLD, he will have no power to direct the policies, procedures or operations of NLD, he will have no communications with the public on behalf of NLD, he will not be employed as an agent of NLD in Massachusetts, and he will not transact business in Massachusetts as an agent of NLD. Consent Northern Lights Distributors, LLC (f/k/a Aquarius Fund Distributors, LLC) Registration Agreement Restriction Notice 10/27/2003 State of Florida Office of Financial Regulation In connection with an application to the State of Florida Office of Financial Regulation, Northern Lights Distributors, LLC (NLD), an affiliate under common control with Gemini, consented to the following with respect to Michael Miola, a control affiliate with respect to Gemini, in connection with a regulatory action taken by the National Association of Securities Dealers, Inc. (NASD) against Mr. Miola: NLD agreed that Mr. Miola shall have no power to direct the policies, procedures, or operations of NLD, will not be permitted to serve on the Board of NLD or serve as an officer in any capacity and agreed that Mr. Miola will not act in any principal, supervisory, or managerial capacity of NLD, to offer for sale and sell only those securities that are exempt from the provision of Rule 3E-600.012(5), Florida Administrative Code, that its chief compliance officer will be actively involved in the maintenance of the firm's compliance with the rules and regulations of the states in which the firm is registered, the NASD, the SEC, to not engage in any prohibited business practice as that term is defined in Rule 3E-600.013, Florida Administrative Code, to immediately report specified complaints, and to comply with all state and federal securities laws. Consent N Y Northern Lights Distributors, LLC R-2004-0004 01/27/2004 Commonwealth of Massachusetts-Secretary of the Commonwealth, Securities Division Northern Lights Distributors, LLC (NLD), an affiliate under common control with Gemini, consented to the following with respect to Michael Miola, a control affiliate with respect to Gemini, in connection with a regulatory action taken by the National Association of Securities Dealers, Inc. against Mr. Miola: Mr. Miola's activities with NLD will be limited to a quarterly review of the performance of the firm and its management, he will not serve as a director, officer, principal, supervisor, or manager of NLD, he will have no power to direct the policies, procedures or operations of NLD, he will have no communications with the public on behalf of NLD, he will not be employed as an agent of NLD in Massachusetts, and he will not transact business in Massachusetts as an agent of NLD. Consent Northern Lights Distributors, LLC (f/k/a Aquarius Fund Distributors, LLC) Registration Agreement Restriction Notice 10/27/2003 State of Florida Office of Financial Regulations In connection with an application to the State of Florida Office of Financial Regulation, Northern Lights Distributors, LLC (NLD), an affiliate under common control with Gemini, consented to the following with respect to Michael Miola, a control affiliate with respect to Gemini, in connection with a regulatory action taken by the National Association of Securities Dealers, Inc. (NASD) against Mr. Miola: NLD agreed that Mr. Miola shall have no power to direct the policies, procedures, or operations of NLD, will not be permitted to serve on the Board of NLD or serve as an officer in any capacity and agreed that Mr. Miola will not act in any principal, supervisory, or managerial capacity of NLD, to offer for sale and sell only those securities that are exempt from the provision of Rule 3E-600.012(5), Florida Administrative Code, that its chief compliance officer will be actively involved in the maintenance of the firm's compliance with the rules and regulations of the states in which the firm is registered, the NASD, the SEC, to not engage in any prohibited business practice as that term is defined in Rule 3E-600.013, Florida Administrative Code, to immediately report specified complaints, and to comply with all state and federal securities laws. Consent N N Y Unified Underwriters, Inc. (now known as Unified Financial Securities, LLC) N/A 03/16/1971 National Association of Securities Dealers, Inc. Alleged certain violations of the Rules of Fair Practice with respect to the purchase of new issues and free riding. Fine of $12,000. Unified Financial Securities, LLC C8A910016 05/20/1991 National Association of Securities Dealers, Inc. Alleged that Unified violated certain provisions of the Rules of Fair Practice in that it failed to accurately compute its special reserve bank account, failed to reflect on its securities ledger three stock positions, and failed to accurately compute net capital. Censured and fined $5,000. Unified Financial Securities, LLC C8A900012 11/07/1990 National Association of Securities Dealers, Inc. Alleged that Unified, acting through Markell Kaiser, violated certain provisions of the Rules of Fair Practice with respect to the withdrawal of funds from its reserve account without adequate support, a reserve account deficiency, and the filing of an inaccurate Focus Report, Part I. Censured and fined $4,000. N N N N N N Kurt Krebs 513-346-3326 Vice President, CFO, and Treasurer 03/06/2019