A reduced carbohydrate, milk product includes ultra filtered (UF) raw skim milk, water, a fat source, and a protein source. A process for manufacturing such a milk product includes the steps of providing UF skim milk, adding water and a fat source to the UF skim milk to obtain a first combination of UF skim milk, water and a fat source; and adding a source of protein to the first combination to form a second combination. The first combination may include a desired composition of non-fat milk solids of about 5.65% by weight, total solids in a range of about 8.9% to about 10.5% by weight, and butterfat in an amount less than about 3.3% by weight.