N-CSRS 1 psgncsrs.htm N-CSRS Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number: 811-22657


PSG CAPITAL MANAGEMENT TRUST

(Exact Name of Registrant as Specified in Charter)


8161 Maple Lawn Boulevard

Suite 400

Maple Lawn, MD  20759

(Address of Principal Executive Offices)(Zip Code)


Paracorp Incorporated

2140 S. Dupont Highway

Camden, DE  19934

(Name and Address of Agent for Service)


With copy to:

JoAnn M. Strasser, Thompson Hine LLP

41 S. High Street, Suite 1700

Columbus, Ohio  43215



Registrant's telephone number, including area code: (301) 543-6000


Date of fiscal year end: March 31st


Date of reporting period: September 30, 2016


Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).  The Commission may use the information provided on Form N-CSRS in its regulatory, disclosure review, inspection and policymaking roles.


A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public.  A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number.  Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609.  The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.


Item 1.  Reports to Stockholders.





 








[psgannual001.jpg]




PSG TACTICAL GROWTH FUND



SEMI-ANNUAL REPORT



September 30, 2016


(Unaudited)




















 









PSG TACTICAL GROWTH FUND


PERFORMANCE ILLUSTRATION

SEPTEMBER 30, 2016 (UNAUDITED)



  AVERAGE ANNUALIZED TOTAL RETURNS AS OF 9/30/2016


 

Six Months

1 Year

Since Inception *

Ending Value

PSG Tactical Growth Fund

2.63%

1.43%

-0.96%

 $        9,583

HFRX Absolute Return Index

1.24%

0.88%

1.92%

 $      10,875


[psgannual003.gif]



* Date of commencement of investment operations (May 1, 2012).


This chart assumes an initial investment of $10,000 made on 5/1/2012 (commencement of investment operations).  Total return is based on the net change in NAV and assumes reinvestment of all dividends and other distributions. Performance figures represent past performance which is not predictive of future performance.   Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost.


The HFRX Absolute Return Index is designed to be representative of the overall composition of the hedge fund universe. It is comprised of all eligible hedge fund strategies; including but not limited to convertible arbitrage, distressed securities, equity hedge, equity market neutral, event driven, macro, merger arbitrage, and relative value arbitrage. As a component of the optimization process, the index selects constituents which characteristically exhibit lower volatilities and lower correlations to standard directional benchmarks of equity market and hedge fund industry performance.


The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the redemption of fund shares.


Current performance may be lower or higher than the performance data quoted.  To obtain performance data current to the most recent month end, please call (855)-866-9825.




PSG TACTICAL GROWTH FUND


GRAPHICAL ILLUSTRATION

SEPTEMBER 30, 2016 (UNAUDITED)



The following chart gives a visual breakdown of the Fund.  The underlying securities are represented as a percentage of the portfolio of investments.


[psgannual005.gif]








Per the fee table in the August 1, 2016 prospectus, the Fund’s total annual operating expense ratio was 2.52%.


Sectors are categorized using Morningstar® classifications.


Portfolio composition is subject to change.  


Excludes securities sold short and written options.




PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2016 (UNAUDITED)






 Shares/Principal

Value

 

 

 

 

COMMON STOCKS - 46.90%

 

 

 

 

 

Cable & Other Pay Television Services - 3.08%

 

10,823

 

Twenty-First Century Fox, Inc. Class B

$      267,761

6,767

 

SoftBank Corp. ADR

218,676

 

 

 

486,437

Crude Petroleum & Natural Gas - 0.74%

 

119

 

California Resources Corp. *

1,488

2,413

 

Total SA ADR

115,100

 

 

 

116,588

Electronic & Other Electrical Equipment (No Computer Equipment) - 1.27%

 

6,800

 

General Electric Co. (a)

201,416

 

 

 

 

Electronic Computers - 1.74%

 

2,427

 

Apple, Inc.

274,372

 

 

 

 

Fire, Marine & Casualty Insurance - 6.45%

 

529

 

Alleghany Corp. *

277,736

5,698

 

American International Group, Inc. (a)

338,119

401

 

Fairfax Financial Holdings Ltd. (Canada) (a) *

235,050

4,087

 

Loews Corp.

168,180

 

 

 

1,019,085

Food & Kindred Products - 1.12%

 

4,031

 

Mondelez International, Inc.

176,961

 

 

 

 

Gold & Silver Ores - 0.45%

 

6,868

 

First Majestic Silver Corp. *

70,740

 

 

 

 

Insurance Agents, Brokers & Services - 1.72%

 

292

 

Markel Corp. *

271,201

 

 

 

 

Meat Packing Plants - 2.27%

 

18,890

 

Leucadia National Corp.

359,666

 

 

 

 

Mineral Royalty Traders - 0.49%

 

1,000

 

Royal Gold, Inc.

77,430

 

 

 

 

Motor Vehicles & Passenger Car Bodies - 2.21%

 

11,008

 

General Motor Co. (a)

349,724




* Represents non-income producing security.

(a) All or a portion of this security is held as collateral for securities sold short.

ADR - American Depositary Receipt

The accompanying notes are an integral part of these financial statements.




PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

SEPTEMBER 30, 2016 (UNAUDITED)






 Shares/Principal

Value

 

 

 

 

National Commercial Banks - 4.27%

 

20,306

 

Bank of America Corp. (a)

$      317,789

7,580

 

Citigroup, Inc.

358,003

 

 

 

675,792

Petroleum Refining - 4.26%

 

9,497

 

BP Plc. ADR (a)

333,915

15,006

 

PBF Energy, Inc.

339,736

 

 

 

673,651

Pharmaceutical Preparations - 4.07%

 

1,158

 

Allergan Plc. (Ireland) (a) *

266,699

6,520

 

Depomed, Inc. *

162,804

4,124

 

Zoetis, Inc. (b)

214,489

 

 

 

643,992

Plastic Materials, Synthetic Resins & Nonvulcan Elastomers - 0.93%

 

2,843

 

The Dow Chemical Co. (a)

147,353

 

 

 

 

Retail-Auto Dealers & Gasoline Stations - 1.12%

 

3,319

 

CarMax, Inc. *

177,069

 

 

 

 

Retail-Department Stores - 1.16%

 

4,952

 

Macy's, Inc. (a)

183,472

 

 

 

 

Retail-Eating Places - 1.25%

 

466

 

Chipotle Mexican Grill, Inc. *

197,351

 

 

 

 

Services-Auto Rental & Leasing (No Drivers) - 0.39%

 

1,545

 

Hertz Global Holdings, Inc. *

62,047

 

 

 

 

Services-Business Services, Nec - 2.13%

 

4,458

 

PayPal Holdings, Inc. (a) *

182,644

7,366

 

The Western Union Co. (a)

153,360

 

 

 

336,004

Services-Computer Processing & Data Preparation - 1.70%

 

6,089

 

Sohu.com, Inc. *

269,438

 

 

 

 

Services-Help Supply Services - 0.93%

 

4,509

 

Team Health Holdings, Inc. *

146,813

 

 

 

 

Services-Miscellaneous Equipment Rental & Leasing - 0.28%

 

1,315

 

Herc Holdings, Inc. *

44,315



* Represents non-income producing security.

(a) All or a portion of this security is held as collateral for securities sold short.

ADR - American Depositary Receipt

The accompanying notes are an integral part of these financial statements.




PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

SEPTEMBER 30, 2016 (UNAUDITED)






 Shares/Principal

Value

 

 

 

 

Services-Miscellaneous Health & Allied Services - 1.05%

 

2,502

 

DaVita, Inc. *

$      165,307

 

 

 

 

Surety Insurance - 0.39%

 

4,500

 

Radian Group, Inc.

60,975

 

 

 

 

Surgical & Medical Instruments & Apparatus - 1.43%

 

4,760

 

Baxter International, Inc.

226,576

 

 

 

 

TOTAL COMMON STOCKS (Cost $6,721,490) - 46.90%

7,413,775

 

 

 

 

CLOSED-END MUTUAL FUNDS - 12.58%

 

12,579

 

AllianceBernstein Global High Income Fund

158,621

12,579

 

Avenue Income Credit Strategies (a)

163,150

15,591

 

BlackRock Corporate High Yield Fund, Inc.

168,695

9,222

 

BlackRock Multi-Sector Income

157,420

10,667

 

Blackstone/GSO Strategic Credit Fund

159,152

16,640

 

Eaton Vance Limited Duration Income Fund

228,134

6,885

 

John Hancock Preferred Income Fund II

155,188

15,962

 

Nuveen Preferred Income Opportunities Fund

159,939

11,612

 

PIMCO Dynamic Credit and Mortgage Fund, Inc.

236,769

5,555

 

PIMCO Dynamic Income Fund

158,206

25,560

 

PIMCO Income Strategy Fund II

243,587

TOTAL CLOSED-END MUTUAL FUNDS (Cost $1,869,212) - 12.58%

     1,988,861

 

 

 

 

CORPORATE BONDS - 2.48%

 

 

 

 

 

Bituminous Coal & Lignite Surface Mining - 0.73%

 

125,000

 

Consol Energy, Inc. 5.875%, 04/15/22

115,000

 

 

 

 

Crude Petroleum & Natural Gas - 0.45%

 

70,000

 

Chesapeake Energy Corp. 8.00%, 12/15/22

70,962

 

 

 

 

Radio Broadcasting Stations - 0.49%

 

50,000

 

iHeart Communications, Inc. 9.00%, 03/01/21

37,250

50,000

 

iHeart Communications, Inc. 9.00%, 12/15/19

39,562

 

 

 

76,812

Telephone Communications (No Radio Telephone) - 0.81%

 

137,000

 

Sprint Capital Corp. 6.875%, 11/15/28

128,609

 

 

 

 

TOTAL CORPORATE BONDS (Cost $451,025) - 2.48%

        391,383


* Represents non-income producing security.

(a) All or a portion of this security is held as collateral for securities sold short.

The accompanying notes are an integral part of these financial statements.




PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

SEPTEMBER 30, 2016 (UNAUDITED)






 Shares/Principal

Value

 

 

 

 

EXCHANGE TRADED FUNDS - 23.32%

 

2,000

 

Energy Select Sector SPDR ETF

$      141,220

5,000

 

Direxion Daily Jr Gld Mnrs Bull 3X ETF *

87,150

5,090

 

iShares MSCI Brazil Capped

171,686

16,869

 

iShares MSCI Emerging Markets

631,744

3,617

 

iShares MSCI Emerging Markets Small-Cap

160,414

12,586

 

iShares MSCI Germany

330,634

8,043

 

iShares MSCI Hong Kong

177,026

5,670

 

iShares MSCI India

166,755

6,459

 

iShares MSCI Indonesia

170,776

7,380

 

iShares MSCI Italy Capped

81,328

11,614

 

iShares MSCI Russia Capped

169,100

3,005

 

iShares MSCI South Korea Capped *

174,681

19,647

 

iShares Silver Trust *

357,575

4,419

 

SPDR Gold Shares (a) *

555,203

7,235

 

WisdomTree Japan Hedged Equity ETF

310,454

TOTAL EXCHANGE TRADED FUNDS (Cost $3,577,582) - 23.32%

     3,685,746

 

 

 

 

EXCHANGE TRADED NOTE - 1.91%

 

9,566

 

JPMorgan Alerian MLP ETN

301,329

TOTAL EXCHANGE TRADED NOTE (Cost $331,141) - 1.91%

        301,329

 

 

 

 

PREFERRED STOCKS - 7.73%

 

 

 

 

 

Electric Services - 0.33%

 

1,980

 

PPL Capital Funding, Inc., Series B, 5.90%, 4/30/73

52,153

 

 

 

 

National Commercial Banks - 1.89%

 

1,617

 

Citigroup, Inc. Cap XIII, 7.875%, 10/30/40

42,559

4,338

 

First Horizon National Corp. PFD, Series A, 6.20%, Perpetual 4/10/18

113,569

2,943

 

Wells Fargo & Co. PFD, Series J, 8.00%, 12/31/49

79,490

2,107

 

Zions Bancorp PFD, Series G,  6.30%, Perpetual 3/15/23

63,105

 

 

 

298,723

Radio Telephone Communications - 0.82%

 

4,916

 

United States Cellular Corp. 6.95%, 5/15/60

129,340

 

 

 

 

Real Estate Investment Trusts - 4.69%

 

6,322

 

AGNC Investment Corp., 7.75%, 12/31/49

162,349

1,000

 

NorthStar Realty Finance Corp. Series D, 8.50%

25,740

20,792

 

Vereit, Inc., Series F, 6.70%, 12/31/49

553,899

 

 

 

741,988

 

 

 

 

TOTAL PREFERRED STOCKS (Cost $1,129,465) - 7.73%

     1,222,204


* Represents non-income producing security.

(a) All or a portion of this security is held as collateral for securities sold short.

The accompanying notes are an integral part of these financial statements.




PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

SEPTEMBER 30, 2016 (UNAUDITED)






 Shares/Principal

Value

 

 

 

 

REAL ESTATE INVESTMENT TRUSTS - 2.76%

 

6,530

 

AGNC Investment Corp.

$      127,596

1,424

 

American Tower Corp.

161,382

14,094

 

Annaly Capital Management, Inc.

147,987

TOTAL REAL ESTATE INVESTMENT TRUSTS (Cost $370,860) - 2.76%

        436,965

 

 

 

 

MONEY MARKET FUND - 6.88%

 

1,087,053

 

Fidelity Institutional Treasury Only Money Market Class I 0.30% **

1,087,053

TOTAL MONEY MARKET FUND (Cost $1,087,053) - 6.88%

     1,087,053

 

 

 

 

TOTAL INVESTMENTS IN SECURITIES (Cost $15,537,828) - 104.56%

$ 16,527,316

 

 

 

 

LIABILITIES IN EXCESS OF OTHER ASSETS  - (4.56)%

      (720,475)

 

 

 

 

NET ASSETS - 100.00%

$ 15,806,841





As of September 30, 2016, the diversification of countries was as follows:

 



Country


Percentage of Net Assets

 

 

 

 

 

 

Canada

1.49%

 

 

France

0.73%

 

 

Ireland

1.69%

 

 

Japan

1.38%

 

 

United Kingdom

2.11%

 

 

United States

97.16%

 

 

 

104.56%



** Variable Rate Security, the coupon rate shown represents the annualized yield that was in effect at September 30, 2016.

The accompanying notes are an integral part of these financial statements.




PSG TACTICAL GROWTH FUND


SCHEDULE OF OPTIONS WRITTEN

SEPTEMBER 30, 2016 (UNAUDITED)






 

CALL OPTIONS WRITTEN *

 

 

 

 

Shares Subject

Underlying Security

 

to Call

Expiration Date/Exercise Price

Value

 

 

 

 

Zoetis, Inc.

 

2,000

October 2016 Call @ $52.50

$          1,180

 

 

 

 

Total Call Options (Premiums Received $2,784)

$          1,180

 

 

 

 

PUT OPTIONS WRITTEN *

 

 

 

 

Shares Subject

Underlying Security

 

to Put

Expiration Date/Exercise Price

Value

 

 

 

 

Amgen, Inc.

 

1,000

October 2016 Put @ $125.00

$               30

 

 

 

 

Total Put Options (Premiums Received $7,084)

$               30

 

 

 

       TOTAL WRITTEN OPTIONS (Premium Received $9,868)

$          1,210














* Represents non-income producing security.

The accompanying notes are an integral part of these financial statements.





PSG TACTICAL GROWTH FUND


SCHEDULE OF SECURITIES SOLD SHORT

SEPTEMBER 30, 2016 (UNAUDITED)






Shares

 

 

Value

 

 

 

 

COMMON STOCKS

 

 

 

 

 

Retail-Catalog & Mail-Order Houses

 

1,256

 

Wayfair, Inc. *

$       49,449

 

 

 

 

Services-Business Services

 

1,027

 

Athenahealth, Inc. *

129,525

 

 

 

 

Services-Computer Processing & Data Preparation

 

939

 

Proofpoint, Inc. *

70,284

 

 

 

 

Services-Prepackaged Software

 

10,649

 

Changyou.com Ltd. (China) *

290,185

1,500

 

Mobileye N.V. (Israel) *

63,855

 

 

 

354,040

Telegraph & Other Message Communications

 

1,000

 

j2 Global, Inc.

66,610

 

 

 

 

TOTAL COMMON STOCKS (Proceeds $602,620)

669,908

 

 

 

 

EXCHANGE TRADED FUNDS

 

2,338

 

iShares 20+ Year Treasury Bond

321,498

6,332

 

iShares Russell 2000 Index

786,498

6,277

 

PowerShares QQQ

745,205

4,968

 

SPDR S&P 500

1,074,578

TOTAL EXCHANGE TRADED FUNDS (Proceeds $2,639,043)

2,927,779

 

 

 

 

TOTAL SECURITIES SOLD SHORT (Proceeds $3,241,663)

$   3,597,687










* Represents non-income producing security.

The accompanying notes are an integral part of these financial statements.





PSG TACTICAL GROWTH FUND


STATEMENT OF ASSETS AND LIABILITIES

SEPTEMBER 30, 2016 (UNAUDITED)






Assets:

 

 

    Investments in Securities, at Value (Cost $15,537,828)

$ 16,527,316

    Cash

 

2,697

    Deposit with Broker for Securities Sold Short and Options Written

3,016,722

    Receivables:

 

        Dividends and Interest

         38,542

        Portfolio Securities Sold

       150,273

        Shareholder Purchases

           3,635

    Prepaid Expenses

           9,645

            Total Assets

   19,748,830

Liabilities:

 

 

    Options Written, at Value (Premium Received $9,868)

1,210

    Securities Sold Short, at Value (Proceeds $3,241,663)

3,597,687

    Payables:

 

 

        Advisory Fees

9,940

        Distribution Fees

8,069

        Trustee Fees

685

        Accrued Expenses

         13,352

        Portfolio Securities Purchased

       310,835

        Shareholder Redemptions

             211

            Total Liabilities

     3,941,989

Net Assets

 

$ 15,806,841

 

 

 

Net Assets Consist of:

 

    Paid In Capital

$ 17,412,816

    Distributions in Excess of Net Investment Income

         34,503

    Accumulated Realized Loss on Investments

(2,282,600)

    Unrealized Appreciation in Value of Investments

       642,122

Net Assets

 

$ 15,806,841

 

 

 

Shares Outstanding (Unlimited shares authorized with no par value)

1,686,386

 

 

 

Net Asset Value, Offering and Redemption Price Per Share

$           9.37







The accompanying notes are an integral part of these financial statements.




PSG TACTICAL GROWTH FUND


STATEMENT OF OPERATIONS

       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2016 (UNAUDITED)






Investment Income:

 

 

       Dividends (net of foreign withholding taxes of $606)

$       237,328

       Interest

 

           19,330

            Total Investment Income

         256,658

 

 

 

Expenses:

 

 

       Advisory Fees (Note 4)

         101,886

       Transfer Agent & Accounting Fees

           15,915

       Distribution (12b-1) Fees (Note 4)

           12,226

       Registration Fees

            3,257

       Audit Fees

 

            7,978

       Insurance Fees

 

            4,195

       Miscellaneous Fees

            3,096

       Custodial Fees

 

            3,507

       Legal Fees

 

           12,623

       Trustee Fees (Note 4)

            3,774

       Printing and Mailing

               613

       Interest Expense

           28,536

       Dividend Expense

           25,936

            Total Expenses

 

         223,542

                 Fees Waived by the Advisor (Note 4)

          (6,239)

            Net Expenses

         217,303

 

 

 

Net Investment Income

           39,355

 

 

 

Realized Gain/(Loss) on:

 

       Investments in Securities

           76,496

       Options Purchased

      (183,771)

       Options Written

 

           36,527

       Capital Gains from Underlying Investment Companies

                  -

       Securities Sold Short

        (77,711)

            Net Realized Loss on Investments

      (148,459)

 

 

 

Change in Unrealized Appreciation/(Depreciation) on:

 

       Investments in Securities

         807,599

       Options Written

 

          (7,204)

       Securities Sold Short

      (249,807)

            Net Change in Unrealized Appreciation

         550,588

 

 

 

Net Realized and Unrealized Gain on Investments

         402,129

 

 

 

Net Increase in Net Assets Resulting from Operations

$       441,484





The accompanying notes are an integral part of these financial statements.




PSG TACTICAL GROWTH FUND


STATEMENTS OF CHANGES IN NET ASSETS






 

 

(Unaudited)

 

 

 

Six Months

 

 

 

    Ended

Year Ended

 

 

9/30/2016

3/31/2016

Increase (Decrease) in Net Assets From Operations:

 

 

    Net Investment Income

$       39,355

$     147,189

    Net Realized Loss on Investments

    (148,459)

  (1,981,505)

    Net Change in Unrealized Appreciation (Depreciation) on Investments

       550,588

  (1,257,396)

Net Increase (Decrease) in Net Assets Resulting from Operations

       441,484

  (3,091,712)

 

 

 

 

Distributions to Shareholders From:

 

 

    Net Investment Income

                  -

     (150,272)

    Net Realized Gains

                  -

                   -

    Total Distributions

                  -

     (150,272)

 

 

 

 

Capital Share Transactions (Note 5)

 (1,139,585)

  (4,583,185)

 

 

 

 

Total Decrease in Net Assets

    (698,101)

  (7,825,169)

 

 

 

 

Net Assets:

 

 

 

Beginning of Period

  16,504,942

  24,330,111

 

 

 

 

End of Period (including undistributed/distributions in excess of net investment income (loss) of $34,503 and $(4,852), respectively).

$15,806,841

$16,504,942









The accompanying notes are an integral part of these financial statements.




PSG TACTICAL GROWTH FUND


FINANCIAL HIGHLIGHTS

Selected data for a share outstanding throughout the period.






 

 

(Unaudited)

Six Months

Ended

9/30/2016

 

Years Ended

 

Period Ended (a)

3/31/2013

 

 

 

 

 

 

 

 

 

 

 

3/31/2016

3/31/2015

3/31/2014

 

 

 

 

 

 

 

 

 

 

Net Asset Value, at Beginning of Period

$          9.13

 

$     10.74

$     11.00

$      10.22

 

$      10.00

 

 

 

 

 

 

 

 

 

Income From Investment Operations:

 

 

 

 

 

 

 

  Net Investment Income (Loss) *

            0.02

 

         0.07

         0.06

          0.12

 

       (0.05)

  Net Realized and Unrealized Gain

         (Loss) on Investments

            0.22

 

      (1.60)

      (0.18)

          0.66

 

          0.27

     Total from Investment Operations

            0.24

 

      (1.53)

      (0.12)

          0.78

 

          0.22

 

 

 

 

 

 

 

 

 

Distributions from:

 

 

 

 

 

 

 

  Net Investment Income

                -

 

      (0.08)

      (0.14)

               -

 

               -

  Net Realized Gains

                -

 

              -

           - †

               -

 

               -

     Total Distributions

                -

 

      (0.08)

      (0.14)

               -

 

               -

 

 

 

 

 

 

 

 

 

Redemption Fees

                -

 

              -

              -

               -

 

            - †

 

 

 

 

 

 

 

 

 

Net Asset Value, at End of Period

$          9.37

 

$       9.13

$     10.74

$      11.00

 

$      10.22

 

 

 

 

 

 

 

 

 

Total Return **

2.63% (b)

 

(14.24)%

(1.02)%

7.63%

 

2.20% (b)

 

 

 

 

 

 

 

 

 

Ratios/Supplemental Data:

 

 

 

 

 

 

 

  Net Assets at End of Period (Thousands)

$      15,807

 

$   16,505

$   24,330

$    21,176

 

$    16,900

  Before Waiver/Recoupment

 

 

 

 

 

 

 

    Ratio of Expenses to Average Net Assets

2.74% (c)

 

2.31%

2.17%

2.46%

 

2.28% (c)

    Ratio of Expenses to Average Net

       Assets, Excluding Interest and

          Dividends on Securities Sold Short

2.07% (c)

 

2.00%

1.84%

1.95%

 

2.14% (c)

    Ratio of Dividend Expense and

       Interest Expense on Securities Sold

          Short to Average Net Assets

0.67% (c)

 

0.29%

0.33%

0.51%

 

0.14% (c)

    Ratio of Net Investment Income

       (Loss) to Average Net Assets

0.41% (c)

 

0.75%

0.57%

1.22%

 

(0.74)% (c)

  After Waiver/Recoupment

 

 

 

 

 

 

 

    Ratio of Expenses to Average Net Assets

2.67% (c)

 

2.31%

2.20%

2.51%

 

2.14% (c)

    Ratio of Expenses to Average Net

       Assets, Excluding Interest and

           Dividends on Securities Sold Short

2.00% (c)

 

2.00%

1.87%

2.00%

 

2.00% (c)

    Ratio of Net Investment Income

       (Loss) to Average Net Assets

0.48% (c)

 

0.75%

0.54%

1.17%

 

(0.60)% (c)

  Portfolio Turnover

56.91% (b)

 

114.96%

93.36%

52.58%

 

41.58% (b)


(a) For the period May 1, 2012 (commencement of investment operations) through March 31, 2013.

(b) Not Annualized

(c) Annualized

* Per share net investment income (loss) has been determined on the basis of average shares method.

** Total Return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of all Fund distributions, if any.

† Amount calculated is less than $0.005.

The accompanying notes are an integral part of these financial statements.  




PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2016 (UNAUDITED)



NOTE 1. ORGANIZATION


The PSG Capital Management Trust (the “Trust”) is an open-end management investment company, registered under the Investment Company Act of 1940, as amended, and organized on December 21, 2011, as a Delaware Statutory Trust.  The Trust currently consists of one series of units of beneficial interest (“shares”), the PSG Tactical Growth Fund (the “Fund”).  The Board of Trustees may classify and reclassify the shares of the Fund into one or more classes of shares at a future date. The Fund is a non-diversified fund. The investment advisor to the Fund is PSG Investment Advisors, LLC (the "Advisor").


The Fund seeks total return from income and capital appreciation with an emphasis on absolute return.


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the U.S. (“GAAP”).


CASH: The Fund maintains its cash in an account at its custodian bank which, at times, may exceed federally insured limits. The Fund has not experienced any losses in such account and believes it is not exposed to any significant credit risk on its cash deposits. A portion of cash is segregated as collateral for securities sold short and is included in "Deposit with Broker for Securities Sold Short and Options Written" on the Statement of Assets and Liabilities.


SECURITY VALUATION: The Fund’s securities are valued at current market prices.  Investments in securities traded on a principal exchange (U. S. or foreign) and on the NASDAQ National Market System are generally valued by the pricing service at the last quoted sale price on the exchange on which the securities are traded as of the close of business on the day the securities are being valued. Lacking any sales, investments are generally valued by the pricing service at their last bid price.  Securities for which market values are not readily available, or for which the Advisor believes the market value is unreliable (including, for example, certain foreign securities, thinly-traded securities, or when there is a particular event that may affect the value of a security), such securities are valued as determined in good faith by the Advisor at their fair values pursuant to guidelines established by the Board of Trustees, and under the ultimate oversight of the Board of Trustees.  Short-term fixed income securities with remaining maturities of 60 days or less and of sufficient credit quality, are valued at amortized cost.


For options and futures contracts, under normal circumstances, closing bid and ask option quotations are considered to be reflective of the option contract values as of the close of the regular session of trading on the New York Stock Exchange (the “stock market close”), and will be used to determine fair value of the contracts.  Options and futures contracts listed for trading on a securities exchange (whether domestic or foreign and, for




PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2016 (UNAUDITED)



purposes of these procedures, including the NASDAQ) or board of trade for which market quotations are readily available shall be valued:

(i)

at the last quoted sales price or, in the absence of a sale

(ii)

at the mean of the last bid and asked prices.


In accordance with the Trust’s good faith pricing guidelines, the Advisor is required to consider all appropriate factors relevant to the value of securities for which it has determined other pricing sources are not available or reliable as described above. There is no single standard for determining fair value, since fair value depends upon the circumstances of each individual case.  As a general principle, the current fair value of securities being valued by the Advisor would appear to be the amount which the owner might reasonably expect to receive for them upon their current sale.  Methods which are in accord with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market of a similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods.


SHARE VALUATION:  The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (the “NYSE”) (generally 4:00 p.m. Eastern time) on each day the NYSE is open. The NAV is determined by totaling the value of all portfolio securities, cash and other assets held by the Fund, and subtracting from that total all liabilities, including accrued expenses.  The total NAV is divided by the total number of shares outstanding to determine the NAV of each share.


SECURITY TRANSACTIONS: Investment transactions are accounted for on the trade date. Dividend income and distributions to shareholders are recognized on the ex-dividend date.  Non cash dividend income is recorded at the fair market value of securities received. Interest income is recognized on an accrual basis.  The Fund uses the specific identification method in computing gain or loss on sale of investment securities.  Discounts and premiums on securities purchased are accreted and amortized over the life of the respective securities.


SHORT SALES: The Fund may sell a security it does not own in anticipation of a decline in the fair value of that security. When the Fund sells a security short, it must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale. A gain, limited to the price at which the Fund sold the security short, or a loss, unlimited in size, will be recognized upon the termination of a short sale. The Fund is liable for any dividends or interest payable on securities while those securities are in a short position. Such amounts are recorded on the ex-dividend date as a dividend expense.


OPTION WRITING: When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current fair value of the option written. Premiums received from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains from




PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2016 (UNAUDITED)



investments. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether the Fund has realized a gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund as writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option.


FEDERAL INCOME TAXES: The Fund's policy is to continue to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all of its taxable income to shareholders.  Therefore, no federal income tax provision is required.  It is the Fund’s policy to distribute annually, prior to the end of the calendar year, dividends sufficient to satisfy excise tax requirements of the Internal Revenue Code.  This Internal Revenue Code requirement may cause an excess of distributions over the book year-end accumulated income.  In addition, it is the Fund’s policy to distribute annually, after the end of the fiscal year, any remaining net investment income and net realized capital gains.


The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded, related to uncertain tax positions taken in open tax years (2013 - 2015) or expected to be taken in the Fund’s 2016 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal and certain State tax authorities; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.


The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the six months ended September 30, 2016, the Fund did not incur any interest or penalties.


DISTRIBUTIONS TO SHAREHOLDERS: The Fund intends to distribute to its shareholders substantially all of its net realized capital gains and net investment income, if any, at year-end. Distributions will be recorded on ex-dividend date.  Distributions to shareholders, are determined in accordance with income tax regulations. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their ultimate treatment for federal income taxes purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes.  Any such reclassifications will have no effect on net assets, results of operations or net asset value per share of the Fund.




PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2016 (UNAUDITED)



USE OF ESTIMATES: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.  Actual results could differ from those estimates.


NOTE 3. SECURITY VALUATIONS


In accordance with GAAP, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date.  GAAP also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. The three-tier hierarchy of inputs is summarized below.


 

Level 1 – quoted prices in active markets for identical investments

 

Level 2 – other significant observable inputs, including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.

 

Level 3 – significant unobservable inputs, including the Fund’s own assumptions in determining the fair value of investments


The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.


The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of September 30, 2016:


Investments in Securities

Level 1

Level 2

Level 3

Total

  (Assets)

 

 

 

 

    Common Stocks

$   7,413,775

$              -

 $           -

$   7,413,775

    Closed-End Mutual Funds

1,988,861

-

-

1,988,861

    Corporate Bonds

-

391,383

-

391,383

    Exchange Traded Funds

3,685,746

-

-

3,685,746

    Exchange Traded Note

301,329

-

-

301,329

    Preferred Stocks

1,222,204

-

-

1,222,204

    Real Estate Investment Trusts

436,965

-

-

436,965

    Short-Term Investments

1,087,053

-

-

1,087,053

            Total

$ 16,135,933

$ 391,383

 $           -

$ 16,527,316


Investments in Securities Sold Short

Level 1

Level 2

Level 3

Total

  (Liabilities)

 

 

 

 

    Common Stocks

$   (669,908)

 $            -

 $           -

$  (669,908)

    Exchange Traded Funds

(2,927,779)

-

-

(2,927,779)

    Call Options Written

-

(1,180)

-

(1,180)

    Put Options Written

-

(30)

-

(30)

            Total

$(3,597,687)

 $ (1,210)

 $           -

$(3,598,897)





PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2016 (UNAUDITED)



Refer to the Fund’s Schedule of Investments for a listing of securities by security type and industry.


The Fund did not hold any Level 3 assets during the six months ended September 30, 2016. There were no significant transfers into or out of Level 1 and 2 during the period. It is the Fund’s policy to recognize transfers into and out of Level 1 and Level 2 at the end of the reporting period.


NOTE 4. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES


INVESTMENT ADVISOR: The Advisor serves as investment advisor to the Fund pursuant to a management agreement with the Trust (the “Agreement”).  Subject to the authority of the Board, the Advisor is responsible for management of the Fund's investment portfolio.  The Advisor is responsible for selecting the Fund's investments according to the Fund's investment objective, policies and restrictions and as compensation for its management services, the Fund is obligated to pay the Advisor a fee computed and accrued daily and paid monthly in arrears at an annual rate of 1.25% of the average daily net assets of the Fund during the term of the Agreement. For the six months ended September 30, 2016, the Fund incurred advisory fees of $101,886.  As of September 30, 2016, the Fund owed the Advisor $9,940, an amount which consisted of accrued but unpaid investment advisory fees.


The Advisor has contractually agreed to waive management fees and/or reimburse expenses to limit Fund expenses, until July 31, 2017, so that the total annual operating expenses (exclusive of any taxes, borrowing costs (such as interest and dividend expenses on securities sold short), brokerage fees and commissions, indirect expenses such as expenses of other investment companies in which the Fund may invest, or extraordinary expenses such as litigation or expenses in connection with a merger or reorganization) of the Fund do not exceed 2.00% of average daily net assets.  These fee waivers and expense reimbursements are subject to possible recoupment from the Fund in future years on a rolling three-year basis (within the three years after the fees have been waived or reimbursed) if such recoupment can be achieved within the foregoing expense limit.  This agreement may be terminated only by the Board of Trustees, on 60 days written notice to the Advisor. For the six months ended September 30, 2016, $6,239 of advisory fees was waived pursuant to the agreement.


UNDERWRITER FEES: Arbor Court Capital, LLC (the "Underwriter") acts as the Fund's principal underwriter in a continuous offering of the Fund's shares. The Underwriter is an affiliate of MSS. For the six months ended September 30, 2016, the Fund paid $0 to Arbor Court Capital, LLC for distribution fees pursuant to the Rule 12b-1 Plan described below.


TRUSTEE FEES: The Fund pays a total annual fee of $4,000 to each Trustee who is not affiliated with the Trust or Advisor. Representatives of the Advisor serve as interested trustees and officers of the Trust, and they are not paid by the Trust or the Fund for these efforts.




PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2016 (UNAUDITED)



DISTRIBUTION FEES: The Fund has adopted a Rule 12b-1 plan (the "Plan") which allows it to pay distribution and other fees for the sale and distribution of its shares and for services provided to shareholders.  The maximum level of distribution expenses is 0.25% per year of the Fund’s average daily net assets.


Under the Plan, the Trust may engage in any activities related to the distribution of Fund shares, including without limitation the following: (a) payments, including incentive compensation, to securities dealers or other financial intermediaries, financial institutions, investment advisers and others that are engaged in the sale of shares of the Fund, or that may be advising shareholders of the Trust regarding the purchase, sale or retention of shares of the Fund; (b) expenses of maintaining personnel (including personnel of organizations with which the Trust has entered into agreements related to this Plan) who engage in or support distribution of shares of the Fund; (c) costs of preparing, printing and distributing prospectuses and statements of additional information and reports of the Fund for recipients other than existing shareholders of the Fund; (d) costs of formulating and implementing marketing and promotional activities, including, but not limited to, sales seminars, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (e) costs of preparing, printing and distributing sales literature; (f) costs of obtaining such information, analyses and reports with respect to marketing and promotional activities as the Trust may, from time to time, deem advisable; and (g) costs of implementing and operating this Plan.


The Plan has been approved by the Trust's Board of Trustees, including a majority of the Trustees who are not "interested persons" of the Trust and who have no direct or indirect financial interest in the Plan or any related agreement, by a vote cast in person. Continuation of the Plan and the related agreements must be approved by the Trustees annually, in the same manner, and the Plan or any related agreement may be terminated at any time without penalty by a majority of such independent Trustees or by a majority of the outstanding shares of the Fund.  Any amendment increasing the maximum percentage payable under the Plan or other material change must be approved by a majority of the outstanding shares of the Fund, and all other material amendments to the Plan or any related agreement must be approved by a majority of the Independent Trustees. For the six months ended September 30, 2016, the Fund incurred distribution fees of $12,226.  As of September 30, 2016, there were $8,069 in distribution fees accrued that remain available for payment for authorized activities under the Plan.


NOTE 5. BENEFICIAL INTEREST TRANSACTIONS


The Trust is authorized to issue an unlimited number of shares of beneficial interest.


Transactions in shares of beneficial interest were as follows:


 

For the Six Months Ended

September 30, 2016

For the Year Ended

March 31, 2016

 

Shares

Capital

Shares

Capital

Shares sold

179,241

$  1,668,034

998,111

$  9,334,066

Shares reinvested

-

-

14,410

132,860

Shares redeemed

  (301,318)

  (2,807,619)

(1,468,599)

(14,050,111)

Net Increase (Decrease)

  (122,077)

$(1,139,585)

   (456,078)

$(4,583,185)




PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2016 (UNAUDITED)






NOTE 6. OPTIONS


Transactions in written options during the six months ended September 30, 2016, were as follows:

 

Number of

Contracts

 

Premiums

Received

 

 

Options outstanding at March 31, 2016

191

 

$     31,337

Options written

179

 

29,744

Options exercised

(65)

 

(10,697)

Options expired

(231)

 

(27,024)

Options terminated in closing purchase transaction

        (44)

 

    (13,492)

Options outstanding at September 30, 2016

           30

 

$       9,868


Transactions in purchased options during the six months ended September 30, 2016, were as follows:

 

Number of

 

Premiums

 

Contracts

 

Paid

Options outstanding at March 31, 2016

-

 

$                -

Options purchased

730

 

272,570

Options exercised

-

 

-

Options expired

-

 

-

Options terminated in closing sale transaction

       (730)

 

   (272,570)

Options outstanding at September 30, 2016

               -

 

$                -


All derivatives held during the year contained equity risk exposure. The location on the statement of assets and liabilities of the Fund’s derivative positions, which are not accounted for as hedging instruments under GAAP, is as follows:


Financial Investment Type

Location

Value

 

 

 

Options Written

Options Written, at value

$ 1,210


Realized and unrealized gains and losses on derivatives contracts entered into during the six months ended September 30, 2016, by the Fund are recorded in the following locations in the Statement of Operations:


Financial Investment Type

Location

Realized Gain/(Loss)

Location

Unrealized Gain


Options Purchased

Realized Loss on Investments

$(183,771)

Change in Unrealized Appreciation on Investments

$         -

Options Written

Realized Gain on Options Written

$ 36,527

Change in Unrealized Depreciation on Options Written

$(7,204)




PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2016 (UNAUDITED)






The Fund engages in option transactions involving individual securities and stock indexes. An option involves either: (a) the right or the obligation to buy or sell a specific instrument at a specific price until the expiration date of the option; or (b) the right to receive payments or the obligation to make payments representing the difference between the closing price of a stock index and the exercise price of the option expressed in dollars times a specified multiple until the expiration date of the option. The Fund may purchase and write options. Options are sold (written) on securities and stock indexes. The purchaser of an option on a security pays the seller (the writer) a premium for the right granted but is not obligated to buy or sell the underlying security. The purchaser of an option on a stock index pays the seller a premium for the right granted, and in return the seller of such an option is obligated to make the payment. A writer of an option may terminate the obligation prior to expiration of the option by making an offsetting purchase of an identical option. Options are traded on organized exchanges and in the over-the-counter market. To cover the potential obligations involved in writing options, the Fund will either: (a) own the underlying security, or in the case of an option on a market index, will hold a portfolio of stocks substantially replicating the movement of the index; or (b) the Fund will segregate with the custodian high grade liquid assets sufficient to purchase the underlying security or equal to the market value of the stock index option, marked to market daily.


The purchase of options limits the Fund's potential loss to the amount of the premium paid and can afford the Fund the opportunity to profit from favorable movements in the price of an underlying security to a greater extent than if transactions were effected in the security directly. However, the purchase of an option could result in the Fund losing a greater percentage of its investment than if the transaction were effected directly. When the Fund writes a call option, it will receive a premium, but it will give up the opportunity to profit from a price increase in the underlying security above the exercise price as long as its obligation as a writer continues, and it will retain the risk of loss should the price of the security decline. When the Fund writes a put option, it will assume the risk that the price of the underlying security or instrument will fall below the exercise price, in which case the Fund may be required to purchase the security or instrument at a higher price than the market price of the security or instrument. In addition, there can be no assurance that the Fund can affect a closing transaction on a particular option it has written. Further, the total premium paid for any option may be lost if the Fund does not exercise the option.


The Fund engages in option transactions involving securities and stock indices in order to gain exposure to particular securities or markets, in connection with hedging transactions, or to try to enhance returns. Options require additional skills and techniques beyond normal portfolio management. The Fund's use of options involves risk that such instruments may not work as intended due to unanticipated developments, especially in abnormal market conditions, or if the Advisor makes an error in judgment, or other causes. The use of options may magnify the increase or decrease in the performance of the Fund, and may also subject the Fund to higher price volatility.


The premiums paid for the options represent the cost of the investment and the options are valued daily at their closing price. The Fund recognizes a realized gain or loss when




PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2016 (UNAUDITED)



the option is sold or expired. Option holdings within the Fund, which may include put options and call options, are subject to loss of value with the passage of time, and may experience a total loss of value upon expiration. With options, there is minimal counterparty risk to the Fund since they are exchange traded.


The options outstanding as of September 30, 2016, as disclosed in the Notes to the Financial Statements, and the amounts of realized and changes in unrealized gains and losses on the options during the period, as disclosed in the Statement of Operations, serve as indicators of the volume of option activity.


NOTE 7. INVESTMENT TRANSACTIONS


For the six months ended September 30, 2016, purchases and sales of investment securities other than U.S. Government Obligations, short-term investments, Corporate Bonds, options, and securities sold short aggregated $10,606,196 and $8,171,192, respectively. Purchases and sales of Corporate Bonds aggregated $0 and $99,369, respectively.  Purchases and sales of U.S. Government Obligations aggregated $0 and $3,996,754, respectively. Purchases and sales of securities sold short aggregated $2,385,531 and $2,043,519, respectively.  Purchases and sales of investments in options aggregated $272,570 and $88,798, respectively. Purchases and sales of options written aggregated $14,686 and $29,744, respectively.


NOTE 8. COMMITMENTS AND CONTINGENCIES


The Fund indemnifies the Trust’s officers and trustees for certain liabilities that might arise from the performance of their duties to the Fund.  Additionally, in the normal course of business, the Fund enters into contracts that contain various representations and warranties and provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on future claims against the Fund and is presently unknown.  However, the Fund considers the risk of loss from such potential claims to be remote.


NOTE 9. TAX MATTERS


At September 30, 2016, the cost of investments for federal income tax purposes was $12,286,297 and the aggregate gross unrealized appreciation and depreciation based on that cost was:


Unrealized appreciation

$  1,592,568

Unrealized depreciation

 (950,446)

Net unrealized appreciation

$     642,122


On December 22, 2015, the Fund declared an income distribution of $0.08155 per share.  The distribution was paid on December 22, 2015 to shareholders of record on December 21, 2015.  The tax character of the $150,272 paid was ordinary income.


For the six months ended September 30, 2016, there were no distributions paid.





PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2016 (UNAUDITED)



As of March 31, 2016 the components of distributable earnings on a tax basis were as follows:


Capital Loss Carryforward

$ (1,376,117)

Net Unrealized Appreciation of Investments

94,688

Other Book/Tax Differences

      (766,030)

          Total

$ (2,047,459)


The difference between book and tax basis unrealized appreciation is attributable primarily due to income/loss flow through from grantor trusts.  The Fund elects to defer to its fiscal year ending March 31, 2016, $758,381 of capital losses recognized during the period from November 1, 2015 to March 31, 2016. The current deferred late year ordinary loss was $7,649. These losses will be recognized for tax purposes on the first business day of the Fund’s nest fiscal year, April 1, 2016.


NOTE 10. CONTROL AND OWNERSHIP


The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the Investment Company Act of 1940, as amended. As of September 30, 2016, National Financial Services, LLC, in omnibus accounts, in aggregate, was the owner of record of approximately 99.29% of the Fund and may be deemed to control the Fund by virtue of its authority over Fund shares.


NOTE 11. SUBSEQUENT EVENTS


The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the Statement of Assets and Liabilities. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events.









PSG TACTICAL GROWTH FUND


EXPENSE ILLUSTRATION

SEPTEMBER 30, 2016 (UNAUDITED)



 Expense Example


As a shareholder of the PSG Tactical Growth Fund (the "Fund"), you incur ongoing costs which typically consist of management fees, distribution (12b-1) fees, and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.


The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, April 1, 2016 through September 30, 2016.


Actual Expenses


The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During the Period" to estimate the expenses you paid on your account during this period.


Hypothetical Example for Comparison Purposes


The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in this Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.


 

Beginning

Account Value

Ending

Account Value

Expenses Paid

During the Period*

 

April 1, 2016

September 30, 2016

April 1, 2016 to September 30, 2016

 

 

 

 

Actual

$1,000.00

$1,026.29

$13.56

Hypothetical

 

 

 

 (5% Annual Return

        before expenses)

$1,000.00

$1,011.68

$13.46

 

 

 

 

 

 

 

 

* Expenses are equal to the Fund's annualized expense ratio of 2.67%, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).




PSG TACTICAL GROWTH FUND


TRUSTEES & OFFICERS

SEPTEMBER 30, 2016 (UNAUDITED)



 Interested Trustees and Officers


Name, Address and Year of Birth

Position/Term of Office

Principal Occupation

During the Past 5 Years

Number of Portfolios in Fund Complex*

Overseen by Trustee

Other Directorships held by Trustee During Past 5 Years

Robert H. Carson**

1965

Trustee and President since December 2011, indefinite term

Managing Partner, Planning Solutions Group, LLC (9/01-present); Managing Partner, PSG Companies, LLC (11/10-present); Managing Partner, PSG Family Office, LLC (11/10-present); President and CEO, PSG Investment Advisors, LLC (12/11-present)

1

None

Jonathan V. Giordani**

1974

Trustee and Treasurer since March 2012, indefinite term

Chief Investment Officer, Planning Solutions Group, LLC (12/05-present); Chief Investment Officer, PSG Investment Advisors, LLC (12/11-present)

1

None

Lauren G. Gretchen

1973

Chief Compliance Officer and Secretary since December 2011, indefinite term

CCO, PSG, LLC (3/11-present); Chief Compliance Officer, PSG Investment Advisors, LLC (12/11-present); Licensing, Morningstar (7/10-2/11)

N/A

N/A


Independent Trustees



Name, Address and Year of Birth

Position/Term of Office

Principal Occupation

During the Past Five Years

Number of Portfolios in Fund Complex*

Overseen by Trustee

Other Directorships held by Trustee During Past 5 Years

Meredith M. Haussler

1964

Trustee since March 2012, indefinite term

Accountant, Haussler & Associates, LLC (1/01-present)

1

None

Paul R. Lucas

1969

Trustee Since March 2012, indefinite term

Physician – Vascular Surgeon (7/02-present)

1

None


* The term "Fund Complex" refers to the PSG Capital Management Trust.


** Mr. Carson and Mr. Giordani are each an “interested person” of the Trust as that term is defined under the 1940 Act, because of his affiliation with the Fund's Advisor.


Additional information about the Trustees is available in the Fund’s Statement of Additional Information which is available free of charge by calling the Fund at 1-855-866-9825.




PSG TACTICAL GROWTH FUND


ADDITIONAL INFORMATION

SEPTEMBER 30, 2016 (UNAUDITED)



Portfolio Holdings – The Fund files a complete schedule of investments with the SEC for the first and third quarter of each fiscal year on Form N-Q.  The Fund’s first and third fiscal quarters end on June 30 and December 31. The Form N-Q filing must be made within 60 days of the end of the quarter. The Fund’s Forms N-Q are available on the SEC’s website at http://sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-732-0330 for information on the operation of the Public Reference Room).  You may also obtain copies by calling the Fund at 1-855-866-9825, free of charge.

 

Proxy Voting - A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies during the 12-month period ended June 30, are available without charge upon request by (1) calling the Fund at 1-855-866-9825 and (2) from Fund documents filed with the Securities and Exchange Commission ("SEC") on the SEC's website at www.sec.gov.  A review of how the Fund voted on company proxies can be obtained at our transfer agent’s website, www.mutualss.com.


Statement of Additional Information - The Fund's Statement of Additional Information ("SAI") includes additional information about the trustees and is available, without charge, upon request.  You may call toll-free at 1-855-866-9825 to request a copy of the SAI or to make shareholder inquiries.




























PSG TACTICAL GROWTH FUND


PRIVACY NOTICE

SEPTEMBER 30, 2016 (UNAUDITED)



PSG CAPITAL MANAGEMENT TRUST (THE "TRUST")

Rev. January 2012


FACTS

WHAT DOES THE TRUST DO WITH YOUR PERSONAL INFORMATION?


Why?

Financial companies choose how they share your personal information.  Federal law gives consumers the right to limit some, but not all sharing.  Federal law also requires us to tell you how we collect, share, and protect your personal information.  Please read this notice carefully to understand what we do.


What?

The types of personal information we collect and share depends on the product or service that you have with us. This information can include:

·

Social Security number and wire transfer instructions

·

account transactions and transaction history

·

investment experience and purchase history
When you are no longer our customer, we continue to share your information as described in this notice.


How?

All financial companies need to share customers’ personal information to run their everyday business.  In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Trust chooses to share; and whether you can limit this sharing.


Reasons we can share your personal information:

Does the Trust share information?

Can you limit this sharing?

For our everyday business purposes - such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus.

YES

NO

For our marketing purposes - to offer our products and services to you.

NO

We don’t share

For joint marketing with other financial companies.

NO

We don’t share

For our affiliates’ everyday business purposes - information about your transactions and records.

NO

We don’t share

For our affiliates’ everyday business purposes - information about your credit worthiness.

NO

We don’t share

For our affiliates to market to you

NO

We don’t share

For non-affiliates to market to you

NO

We don’t share

QUESTIONS?  

Call 1-855-866-9825.




PSG TACTICAL GROWTH FUND


PRIVACY NOTICE (CONTINUED)

SEPTEMBER 30, 2016 (UNAUDITED)






Page 2

 


What we do:


How does the Trust protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law.  These measures include computer safeguards and secured files and buildings.


Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.


How does the Trust collect my personal information?

We collect your personal information, for example, when you

·

open an account or deposit money

·

direct us to buy securities or direct us to sell your securities

·

seek advice about your investments

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.


Why cant I limit all sharing?

Federal law gives you the right to limit only:

·

sharing for affiliates everyday business purposes information about your creditworthiness.

·

affiliates from using your information to market to you.

·

sharing for nonaffiliates to market to you.

State laws and individual companies may give you additional rights to limit sharing.


Definitions

Affiliates

Companies related by common ownership or control.  They can be financial and non-financial companies.

·

The Trust does not share with affiliates so they can market to you.

Non-affiliates

Companies not related by common ownership or control.  They can be financial and non-financial companies.

·

The Trust does not share with non-affiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies

that together market financial products or services to you.

·

The Trust does not jointly market.






This Page Was Left Blank Intentionally





















































This Page Was Left Blank Intentionally






















































INVESTMENT ADVISOR

PSG Investment Advisors, LLC

8161 Maple Lawn Blvd., Suite 400

Maple Lawn, MD 20759

 


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BBD, LLP

1835 Market Street, 26th Floor

Philadelphia, PA 19103

 


LEGAL COUNSEL

Thompson Hine LLP

41 South High Street, Suite 1700

Columbus, OH  43215

 


CUSTODIAN

Huntington National Bank

7 Easton Oval

Columbus, OH 43219

 


TRANSFER AGENT AND FUND ACCOUNTANT

Mutual Shareholder Services

8000 Town Centre Drive, Suite 400

Broadview Heights, OH 44147

 


DISTRIBUTOR

Arbor Court Capital, LLC

2000 Auburn Drive, Suite 120

Cleveland, OH 44122






This report is intended only for the information of shareholders or those who have received the Fund’s prospectus which contains information about the Fund’s management fee and expenses. Please read the prospectus carefully before investing.







Item 2. Code of Ethics.  Not applicable.


Item 3. Audit Committee Financial Expert.


(a) The registrant’s Board of Trustees has determined that it does not have an audit committee financial expert serving on its audit committee.  At this time, the registrant believes that the experience provided by each member of the audit committee together offer the registrant adequate oversight for the registrant’s level of financial complexity.

Item 4. Principal Accountant Fees and Services.  Not applicable.


Item 5. Audit Committee of Listed Companies.  Not applicable.


Item 6.  Schedule of Investments.


Not applicable – schedule filed with Item 1.


Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.  Not applicable.


Item 8.  Portfolio Managers of Closed-End Funds.  Not applicable.


Item 9.  Purchases of Equity Securities by Closed-End Funds.  Not applicable.


Item 10.  Submission of Matters to a Vote of Security Holders.  


The registrant has not adopted procedures by which shareholders may recommend nominees to the registrant's board of directors.


Item 11. Controls and Procedures.


(a) The registrant’s president and chief financial officer concluded that the disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) were effective as of a date within 90 days of the filing date of this report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act.


(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) Code of Ethics. Not applicable.

(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

(b) Certification pursuant to Section 906 Certification of the Sarbanes-Oxley Act of 2002. Filed herewith.



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


PSG CAPITAL MANAGEMENT TRUST


By:

/s/ Robert H. Carson

Robert H. Carson

Trustee, President and Principal Executive Officer


Date: November 29, 2016



Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the date indicated.


By:

/s/ Jonathan V. Gordani

Jonathan V. Gordani

Trustee, Treasurer and Principal Financial Officer


Date: November 29, 2016