N-CSR 1 psgncsr.htm N-CSR 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, OH 43215


Registrant’s Telephone Number, including Area Code:  (301) 543-6000


Date of fiscal year end: March 31


Date of reporting period: March 31, 2018


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-CSR 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



ANNUAL REPORT



March 31, 2018
























PSG TACTICAL GROWTH FUND


MANAGER COMMENTARY

MARCH 31, 2018 (UNAUDITED)



Dear Shareholder:


 Calendar year 2017 was very unusual as volatility in many asset classes all but disappeared.  For example, the largest pullback for prices of US stocks as measured by the S&P 500 index was approximately 3%.  The VIX, a popular measure of US stock market volatility , set record lows during the year.  Fast forward to the 1st quarter of 2018 and asset class volatility returned with a vengeance.  Based on a study by Bespoke Investments, the average US stock in the S&P 500 was down 15% from its 52-week high price as of March 31, 2018.


The volatility negatively impacted the PSG Tactical Growth Fund (the “Fund”) during the 1st quarter of 2018 as the Fund returned (2.52%).  For the 12-month period ended March 31, 2018, the Fund returned 0.53% which was below the HFRX Absolute Return Index’s (the “Index”) return of 3.03%.  The Fund’s underperformance as compared to the Index was due to market conditions from January 2018 through March 2018.  For the Calendar year 2017, the Fund returned 5.97% vs. the Index’s return of 3.39%.


We believe the recent correction in risky asset prices is an overreaction.  We favor a pro-growth stance.  Global economic growth continues.  In December 2017, the International Monetary Fund raised global economic growth estimates for both 2018 and 2019 by 0.2% to 3.9%.  MSCI estimates corporate earnings should grow by 12% in the US and over 20% in emerging markets in 2018.  US corporate tax reform and spending bills should encourage companies to purse shareholder friendly measures including buying back stock, increasing dividend payments and acquiring other companies.  This should help support risky asset prices.  During the 1st quarter of 2018 CY, US stock market correction, we eliminated most of our short US stock-based hedging strategies.  


We continue to believe financial services equities and emerging market equities are attractive based on fundamentals.  Lower corporate tax rates will help the profitability of US financial services companies.  In June, we expect the Federal Reserve to approve another round of increases in bank distributions to shareholders (think higher dividends and more share buybacks) and to relax some rules on balance sheet capacity and capital adequacy.  For emerging markets, prices remain below all-time highs and valuations are cheaper overseas than those in the US stock market.  Energy prices continue to rebound.  Demographics also should favor higher growth for many emerging market countries vs. the world’s developed market economies.


Negatively impacting the Fund during the past 12-months were hedging activities.  The hedges were in place to protect against significant decreases in the prices of US equity markets.  US equities exhibited above average performance during the first 9 months of the fiscal year.  Select individual holdings also declined in value due to company specific events.  These included investments in the commons stocks of Allergan PLC, General Electric Company, Centurylink Inc., and the convertible preferred stock of Teva Pharmaceutical Industries Ltd.  



1


PSG TACTICAL GROWTH FUND


MANAGER COMMENTARY (CONTINUED)

MARCH 31, 2018 (UNAUDITED)



Despite our upbeat optimism, we are keenly aware of potential risks.  Tariffs are not a good idea.  Any significant escalation in the trade skirmish between the US and China could potentially derail the benefits of corporate tax reform.  In addition, Central Banks are slowly taking their foot off the gas pedal and removing liquidity from the markets.  Here in the US, the Federal Reserve is raising interest rates and shrinking its balance sheet.  While we think of this as more of a 2019 or 2020 issue, data that points to the Fed needing to raise rates more quickly would also influence our outlook.


Thank you for your investment in PSG Tactical Growth Fund.



Sincerely,


Jonathan Giordani

Portfolio Manager




2


PSG TACTICAL GROWTH FUND


PERFORMANCE ILLUSTRATION

MARCH 31, 2018 (UNAUDITED)



AVERAGE ANNUALIZED TOTAL RETURNS AS OF 03/31/2018


 

1 Year

5 Year

Since Inception *

Ending Value

PSG Tactical Growth Fund

0.53%

-0.35%

0.07%

 $         10,044

HFRX Absolute Return Index

3.03%

2.09%

1.99%

 $         11,238


[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.  



3


PSG TACTICAL GROWTH FUND


GRAPHICAL ILLUSTRATION

MARCH 31, 2018 (UNAUDITED)



The following chart gives a visual breakdown of the Fund.  The classifications below are represented as a percentage of total investments.


[psgannual005.gif]




Per the fee table in the August 1, 2017 prospectus, the Fund’s total annual operating expense ratio was 2.80%.  Updated information on the Fund’s expense ratio is available in the Financial Highlights.


Categorizations above are made using Morningstar® classifications.


Portfolio composition is subject to change.


Excludes securities sold short and written options.



4


PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS

MARCH 31, 2018






Shares/Principal

Value

 

 

 

 

COMMON STOCKS - 45.20%

 

 

 

 

 

Banks - 0.63%

 

6,518

 

Sberbank Pjsc ADR

$     121,561

 

 

 

 

Cable & Other Pay Television Services - 0.85%

 

4,385

 

SoftBank Corp. ADR

163,977

 

 

 

 

Computer Communications Equipment - 1.72%

 

7,770

 

Cisco Systems, Inc.

333,255

 

 

 

 

Construction, Mining & Materials Handling Machinery & Equipment - 1.02%

 

2,013

 

Dover Corp.

197,717

 

 

 

 

Crude Petroleum & Natural Gas - 0.73%

 

119

 

California Resources Corp. *

2,041

2,413

 

Total SA ADR

139,206

 

 

 

141,247

Dolls & Stuffed Toys - 0.51%

 

7,556

 

Mattel, Inc.

99,361

 

 

 

 

Electric Services - 0.97%

 

9,007

 

Vistra Energy Corp. *

187,616

 

 

 

 

Electronic & Other Electrical Equipment (No Computer Equipment) - 0.70%

 

10,007

 

General Electric Co.

134,894

 

 

 

 

Electronic Computers - 1.70%

 

1,962

 

Apple, Inc. (a) (b)

329,184

 

 

 

 

Fire, Marine & Casualty Insurance - 5.70%

 

529

 

Alleghany Corp.

325,039

6,858

 

American International Group, Inc. (b)

373,212

401

 

Fairfax Financial Holdings Ltd. (Canada)

204,109

4,087

 

Loews Corp.

203,247

 

 

 

1,105,607

Food & Kindred Products - 1.88%

 

8,743

 

Mondelez International, Inc.

364,845


* Represents non-income producing security.

ADR - American Depositary Receipt.

(a) Subject to written option contracts.

(b) All or a portion of this security is held as collateral for securities sold short. Total value of collateral for securities sold short is $702,397.

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



5


PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

MARCH 31, 2018






Shares/Principal

Value

 

 

 

 

Gold & Silver Ores - 1.37%

 

2,209

 

Agnico Eagle Mines Ltd. (Canada)

$       92,933

11,757

 

First Majestic Silver Corp. *

71,835

6,592

 

Kirkland Lake Gold Ltd. (Canada)

101,912

 

 

 

266,680

Insurance Agents, Brokers & Services - 1.76%

 

292

 

Markel Corp. *

341,713

 

 

 

 

Life Insurance - 0.99%

 

3,728

 

Brighthouse Financial, Inc. *

191,619

 

 

 

 

Meat Packing Plants - 1.52%

 

12,951

 

Leucadia National Corp.

294,376

 

 

 

 

Mineral Royalty Traders - 0.89%

 

2,000

 

Royal Gold, Inc.

171,740

 

 

 

 

Motor Vehicles & Passenger Car Bodies - 2.33%

 

12,435

 

General Motor Co.

451,888

 

 

 

 

Motor Vehicle Parts & Accessories - 0.85%

 

1,148

 

Honeywell International, Inc.

165,897

 

 

 

 

National Commercial Banks - 4.91%

 

6,557

 

Bank of America Corp.

196,644

8,470

 

Citigroup, Inc.

571,725

3,523

 

Wells Fargo & Co.

184,640

 

 

 

953,009

Natural Gas Transmission - 0.47%

 

2,089

 

Targa Resources Corp.

91,916

 

 

 

 

Petroleum Refining - 2.92%

 

9,497

 

BP PLC. ADR

385,008

1,892

 

Phillips 66

181,481

 

 

 

566,489

Pharmaceutical Preparations - 3.24%

 

2,537

 

Allergan PLC. (Ireland)

426,952

4,914

 

Mylan N.V. (United Kingdom) *

202,309

 

 

 

629,261



* Represents non-income producing security.

ADR - American Depositary Receipt.

PLC - Public Limited Company.

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



6


PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

MARCH 31, 2018






Shares/Principal

Value

 

 

 

 

Plastic Materials, Synthetic Resins & Nonvulcan Elastomers - 1.12%

 

3,397

 

DowDuPont, Inc.

$     216,423

 

 

Radio & TV Broadcasting & Communications Equipment - 0.85%

 

2,969

 

QUALCOMM, Inc.

     164,512

 

 

 

 

Retail-Auto Dealers & Gasoline Stations - 0.93%

 

2,926

 

CarMax, Inc. *

181,236

 

 

 

 

Security Brokers, Dealers & Flotation Companies - 0.48%

 

369

 

The Goldman Sachs Group, Inc.

92,936

 

 

 

 

Semiconductors & Related Devices - 1.30%

 

4,854

 

Intel Corp.

252,796

 

 

 

 

Services-Business Services, Nec - 1.57%

 

945

 

Alliance Data Systems Corp.

201,153

5,377

 

The Western Union Co.

103,400

 

 

 

304,553

Surgical & Medical Instruments & Apparatus - 1.29%

 

3,856

 

Baxter International, Inc.

250,794

 

 

 

 

TOTAL COMMON STOCKS (Cost $7,630,743) - 45.20%

8,767,102

 

 

 

 

CLOSED-END MUTUAL FUNDS AND BUSINESS DEVELOPMENT COMPANIES - 8.47%

 

8,305

 

AllianceBernstein Global High Income Fund

98,746

14,601

 

BlackRock Investment Quality Municipal Trust, Inc.

200,472

4,864

 

BlackRock Multi-Sector Income

81,667

12,542

 

Eaton Vance Limited Duration Income Fund

163,297

5,650

 

Eaton Vance Municipal Income Trust

66,162

5,400

 

Flaherty & Crumrine Preferred Securities Income Fund, Inc.

102,600

12,800

 

FS Investment Corp.

92,800

4,034

 

John Hancock Preferred Income Fund II

80,882

18,762

 

Nuveen Preferred Income Opportunities Fund

187,808

7,590

 

Nuveen Quality Municipal Income Fund

99,733

8,946

 

PIMCO Dynamic Credit and Mortgage Fund, Inc.

204,684

2,948

 

PIMCO Dynamic Income Fund

90,916

16,690

 

PIMCO Income Strategy Fund II

174,077

TOTAL CLOSED-END MUTUAL FUNDS AND BUSINESS DEVELOPMENT COMPANIES (Cost $1,551,919) - 8.47%

1,643,844


* Represents non-income producing security.

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



7


PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

MARCH 31, 2018






Shares/Principal

Value

 

 

 

 

CORPORATE BONDS - 1.29%

 

 

 

 

 

Bituminous Coal & Lignite Surface Mining - 0.65%

 

     125,000

 

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

$     125,781

 

 

 

 

Crude Petroleum & Natural Gas - 0.23%

 

43,000

 

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

45,526

 

 

 

 

Radio Broadcasting Stations - 0.41%

 

50,000

 

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

39,313

50,000

 

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

39,438

 

 

 

78,751

 

 

 

 

TOTAL CORPORATE BONDS (Cost $278,462) - 1.29%

      250,058

 

 

 

 

GOVERNMENT BOND - 0.88%

 

 

 

 

 

Sovereigns - 0.88%

 

3,100,000(c)

 

Mexico Bonos de Desarrollo del Gobierno Federal Fix Rate 8.50%, 12/13/18

171,270

 

 

 

 

TOTAL GOVERNMENT BONDS (Cost $165,773) - 0.88%

171,270

 

 

 

 

EXCHANGE TRADED FUNDS - 22.35%

 

32,901

 

Alerian MLP ETF

308,282

4,882

 

iShares MSCI Brazil ETF

219,104

14,412

 

iShares MSCI Emerging Markets ETF

695,811

3,417

 

iShares MSCI Emerging Markets Small-Cap ETF

182,297

5,989

 

iShares MSCI Frontier 100 ETF

210,274

7,445

 

iShares MSCI Hong Kong ETF

188,433

6,659

 

iShares MSCI India ETF

227,272

3,203

 

iShares MSCI Japan Index ETF

194,358

2,518

 

iShares MSCI Japan Small-Cap

206,199

3,329

 

iShares MSCI Mexico ETF

171,510

2,513

 

iShares MSCI Philippines ETF

87,804

2,500

 

iShares MSCI Taiwan ETF

95,850

8,362

 

Market Vectors Russia ETF

190,152

6,178

 

SPDR Gold Shares *

777,131

1,623

 

SPDR S&P Regional Banking ETF

98,013

12,070

 

VanEck Vectors Junior Gold Miners ETF

388,051

1,687

 

WisdomTree Japan Hedged Equity Fund

94,489

TOTAL EXCHANGE TRADED FUNDS (Cost $3,921,161) - 22.35%

    4,335,030


* Represents non-income producing security.

(c) Principal is denominated in Mexican Pesos.

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



8


PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

MARCH 31, 2018






Shares/Principal

Value

 

 

 

 

EXCHANGE TRADED NOTES - 1.84%

 

4,100

 

JPMorgan Cushing 30 MLP Index ETN

$       68,326

12,021

 

JPMorgan Alerian MLP ETN

288,504

TOTAL EXCHANGE TRADED NOTES (Cost $471,477) - 1.84%

      356,830

 

 

 

 

LIMITED PARTNERSHIPS - 1.51%

 

 

 

 

 

Natural Gas Transmission - 0.49%

 

3,908

 

Enterprise Products Partners L.P.

95,668

 

 

 

 

Pipe Lines (No Natural Gas) - 1.02%

 

4,563

 

Plains All American Pipeline, L.P.

100,523

4,461

 

Plains GP Holdings, L.P.

97,027

 

 

 

197,550

 

 

 

 

TOTAL LIMITED PARTNERSHIPS (Cost $291,936) - 1.51%

       293,218

 

 

 

 

PREFERRED STOCKS - 9.43%

 

 

 

 

 

Electric Services - 0.26%

 

1,980

 

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

50,074

 

 

 

 

Energy - 0.21%

 

1,780

 

NGL Energy Partners LP Series B 9.00%, Perpetual

41,394

 

 

 

 

Life Insurance - 0.45%

 

3,340

 

Aegon N.V., 6.375%, Perpetual

86,306

 

 

 

 

National Commercial Banks - 3.83%

 

143

 

Bank of America Corp. 7.25%, Perpetual

184,391

1,764

 

BB&T Corp., 5.20%, 6/01/18

44,100

4,338

 

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

108,840

234

 

Wells Fargo & Co. PFD, Series L, 7.50%, Perpetual

301,860

2,943

 

Wells Fargo & Co. PFD, Series J, 8.00%, Perpetual

75,606

1,050

 

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

28,298

 

 

 

743,095

Real Estate Investment Trusts - 4.68%

 

8,322

 

AGNC Investment Corp., 7.75%, 5/8/19

214,042

3,315

 

Colony NorthStar, Inc. Series D, 8.50%, 4/10/18

82,773

1,830

 

National Storage Affiliates Trust, 6.00%, 10/11/22

44,817

22,292

 

Vereit, Inc., Series F, 6.70%, 1/3/19

566,217

 

 

 

907,849

 

 

 

 

TOTAL PREFERRED STOCKS (Cost $1,772,056) - 9.43%

    1,828,718


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




9


PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

MARCH 31, 2018






Shares/Principal

Value

 

 

 

 

REAL ESTATE INVESTMENT TRUSTS - 2.63%

 

1,323

 

American Tower Corp.

$     192,285

4,500

 

Annaly Capital Management, Inc.

46,935

8,620

 

Ashford Hospitality Prime, Inc.

83,786

26,940

 

Vereit, Inc.

187,502

TOTAL REAL ESTATE INVESTMENT TRUSTS (Cost $453,973) - 2.63%

       510,508

 

 

 

 

MONEY MARKET FUND - 6.96%

 

1,349,728

 

Fidelity Institutional Treasury Only Money Market Class I 1.58% (b) **

1,349,728

TOTAL MONEY MARKET FUND (Cost $1,349,728) - 6.96%

    1,349,728

 

 

 

 

INVESTMENTS IN SECURITIES, AT VALUE (Cost $17,887,229) - 100.56%

19,506,306

 

 

 

 

INVESTMENTS IN OPTIONS WRITTEN, AT VALUE (Premiums Received $1,804) - 0.00%

(45)

 

 

 

 

INVESTMENTS IN SECURITIES SOLD SHORT, AT VALUE (Proceeds $315,038) - (2.07)%

(401,070)

 

 

 

 

ASSETS IN EXCESS OF OTHER LIABILITIES  - 1.51%

292,349

 

 

 

 

NET ASSETS - 100.00%

$19,397,540









As of March 31, 2018, the diversification of countries was as follows:

 

 

 

 

 

 

 

Country

Percentage of Net Assets

 

 

 

 

 

 

Canada

2.06%

 

 

Ireland

2.20%

 

 

Mexico

0.88%

 

 

United Kingdom

1.04%

 

 

United States

94.38%

 

 

 

100.56%



** Variable Rate Security, the coupon rate shown represents the annualized yield that was in effect at March 31, 2018.

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

securities sold short is $702,397.

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



10


PSG TACTICAL GROWTH FUND


SCHEDULE OF OPTIONS WRITTEN

MARCH 31, 2018






CALL OPTIONS WRITTEN *

 

 

 

 

 

 

 

 

 

 

 

Contracts

 

Underlying Security

Notional Amount

Exercise Price

Expiration

Value

 

 

 

 

 

 

 

900

 

Apple, Inc.

175,500

195.00

4/20/2018

$         45

 

 

 

 

 

 

 

 

 

Total Call Options Written (Premiums Received $1,804)

 

$         45

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WRITTEN OPTIONS (Premium Received $1,804)

 

 

$         45
















* Represents non-income producing security.

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




11


PSG TACTICAL GROWTH FUND


SCHEDULE OF SECURITIES SOLD SHORT

MARCH 31, 2018






Shares

 

 

Value

 

 

 

 

COMMON STOCKS *

 

 

 

 

 

Motor Vehicles & Passenger Car Bodies

 

285

 

Tesla Motors, Inc.

$       75,847

 

 

 

 

Services-Business Services

 

1,027

 

Athenahealth, Inc.

146,892

887

 

Stamps.com, Inc.

178,331

 

 

 

325,223

 

 

 

 

SECURITIES SOLD SHORT (Proceeds $315,038)

$     401,070

















* Represents non-income producing security.

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




12


PSG TACTICAL GROWTH FUND


STATEMENT OF ASSETS AND LIABILITIES

MARCH 31, 2018






Assets:

 

 

    Investments in Securities, at Value (Cost $17,887,229)

$ 19,506,306

    Cash

 

11,451

    Deposit with Broker for Securities Sold Short and Options Written

510,334

    Receivables:

 

        Dividends and Interest

         47,069

    Prepaid Expenses

           2,753

            Total Assets

   20,077,913

Liabilities:

 

 

    Options Written, at Value (Premiums Received $1,804)

45

    Securities Sold Short, at Value (Proceeds $315,038)

401,070

    Payables:

 

 

        Portfolio Securities Purchased

       236,716

        Dividend and Interest Expense

43

        Advisory Fees (Note 4)

20,652

        Distribution Fees

627

        Trustee Fees

889

        Other Accrued Expenses

         20,331

            Total Liabilities

       680,373

Net Assets

 

$ 19,397,540

 

 

 

Net Assets Consist of:

 

    Paid In Capital

$ 20,506,948

    Undistributed Net Investment Income

         47,175

    Accumulated Net Realized Loss on Investments in Securities, Options

          Written and Securities Sold Short

(2,691,384)

    Net Unrealized Appreciation on Investments in Securities, Options Written

          and Securities Sold Short

     1,534,801

Net Assets

 

$ 19,397,540

 

 

 

Shares Outstanding (Unlimited shares authorized with no par value)

2,004,074

 

 

 

Net Asset Value, Offering and Redemption Price Per Share

$           9.68



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



13


PSG TACTICAL GROWTH FUND


STATEMENT OF OPERATIONS

       FOR THE YEAR ENDED MARCH 31, 2018






Investment Income:

 

 

       Dividends (net of foreign withholding taxes of $724)

$       479,750

       Interest

 

           48,615

            Total Investment Income

         528,365

 

 

 

Expenses:

 

 

       Advisory Fees (Note 4)

         231,499

       Transfer Agent & Accounting Fees

           31,694

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

           13,204

       Registration Fees

            4,367

       Audit Fees

 

           15,708

       Insurance Fees

 

            4,650

       Miscellaneous Fees

            5,194

       Custodial Fees

 

            5,958

       Legal Fees

 

           14,701

       Trustee Fees (Note 4)

            8,000

       Printing and Mailing

            1,989

       Interest Expense

           21,793

       Dividend Expense

           18,494

            Total Expenses

         377,251

 

 

 

Net Investment Income

         151,114

 

 

 

Net Realized Gain/(Loss) on:

 

       Investments in Securities

         137,453

       Capital Gains from Underlying Investment Companies

            3,641

       Options Written

 

           23,452

       Securities Sold Short

      (809,078)

            Net Realized Loss

      (644,532)

 

 

 

Net Change in Unrealized Appreciation on:

 

       Investments in Securities

         183,910

       Options Written

 

            3,728

       Securities Sold Short

         379,852

            Net Change in Unrealized Appreciation

         567,490

 

 

 

Net Realized and Unrealized Loss on Investments

        (77,042)

 

 

 

Net Increase in Net Assets Resulting from Operations

$         74,072



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



14


PSG TACTICAL GROWTH FUND


STATEMENTS OF CHANGES IN NET ASSETS



 

 

Year Ended

Year Ended

 

 

3/31/2018

3/31/2017

Increase/(Decrease) in Net Assets From Operations:

 

 

    Net Investment Income

$       151,114

$      158,732

    Net Realized Gain (Loss)

(644,532)

          86,448

    Net Change in Unrealized Appreciation

         567,490

        875,777

Net Increase in Net Assets Resulting from Operations

           74,072

     1,120,957

 

 

 

 

Distributions to Shareholders From:

 

 

    Net Investment Income

     (161,597)

      (95,381)

    Total Distributions

      (161,597)

       (95,381)

 

 

 

 

Net Increase (Decrease) in Net Assets Resulting from Capital

     Share Transactions (Note 5)

     2,318,931

     (364,384)

 

 

 

 

Total Increase in Net Assets

     2,231,406

        661,192

 

 

 

 

Net Assets:

 

 

 

Beginning of Year

    17,166,134

   16,504,942

 

 

 

 

End of Year (including undistributed net investment income of

$  19,397,540

$ 17,166,134

      $47,175 and $58,499, respectively).




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



15


PSG TACTICAL GROWTH FUND


FINANCIAL HIGHLIGHTS

Selected data for a share outstanding throughout the period.






 

 

Years Ended

 

 

3/31/2018

3/31/2017

3/31/2016

3/31/2015

3/31/2014

 

 

 

 

 

 

 

Net Asset Value, at Beginning of Year

$       9.71

$      9.13

$     10.74

$     11.00

$     10.22

 

 

 

 

 

 

 

Income From Investment Operations:

 

 

 

 

 

  Net Investment Income *

         0.08

        0.09

        0.07

        0.06

        0.12

  Net Realized and Unrealized Gain (Loss)

         on Investments

      (0.03)

        0.55

     (1.60)

      (0.18)

        0.66

     Total from Investment Operations

         0.05

        0.64

      (1.53)

      (0.12)

        0.78

 

 

 

 

 

 

 

Distributions from:

 

 

 

 

 

  Net Investment Income

      (0.08)

      (0.06)

      (0.08)

      (0.14)

            -

  Net Realized Gains

              -

            -

            -

            -

            -

     Total Distributions

      (0.08)

      (0.06)

      (0.08)

      (0.14)

            -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, at End of Year

$       9.68

$      9.71

$      9.13

$     10.74

$     11.00

 

 

 

 

 

 

 

Total Return **

0.53%

6.98%

 (14.24)%

  (1.02)%

7.63%

 

 

 

 

 

 

 

Ratios/Supplemental Data:

 

 

 

 

 

  Net Assets at End of Year (Thousands)

$   19,398

$   17,166

$   16,505

$   24,330

$   21,176

  Before Expense Recoupment

 

 

 

 

 

    Ratio of Expenses to Average Net Assets (a) (c)

2.04%

2.48%

2.31%

2.17%

2.46%

    Ratio of Net Investment Income to

        Average Net Assets (a) (b)

0.82%

0.97%

0.75%

0.57%

1.22%

  After Expense Recoupment

 

 

 

 

 

    Ratio of Expenses to Average Net Assets (a) (c)

2.04%

2.48%

2.31%

2.20%

2.51%

    Ratio of Net Investment Income to

        Average Net Assets (a) (b)

0.82%

0.97%

0.75%

0.54%

1.17%

  Portfolio Turnover

67.33%

120.31%

114.96%

93.36%

52.58%



(a) Does not include expenses of the underlying investment companies in which the Fund invests.

(b) Recognition of net investment income is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests.

(c) The impact of dividend and interest expense on securities sold short for the Fund’s total expenses was 0.22%, 0.58%, 0.31%, 0.33%, and 0.51%, respectively.

* Per share net investment income 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. Had the Advisor not waived its fees and reimbursed expenses, total return would have been lower.

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



16


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2018



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 Fund commenced investment operations on May 1, 2012.  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 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”). The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services – Investment Companies.”


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.



17


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2018



Fixed income securities - The fair value of fixed income securities is estimated using various techniques, which may consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (when observable), bond spreads, fundamental data relating to the issuer, and credit default swap spreads adjusted for any basis difference between cash and derivative instruments. Although most fixed income securities are categorized in level 2 of the fair value hierarchy, in instances when lower relative weight is placed on transaction prices, quotations, or similar observable inputs, they are categorized in level 3.


For options, 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 listed for trading on a securities exchange (whether domestic or foreign and, for 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.



18


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2018



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 or interest 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 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 (2015 - 2017) or expected to be taken in the Fund’s 2018 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.



19


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2018



The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year ended March 31, 2018, 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 the 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.


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 Funds 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.



20


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2018



The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of March 31, 2018:


Investments in Securities

Level 1

Level 2

Level 3

Total

  (Assets)

 

 

 

 

    Common Stocks

$   8,767,102

$              -

 $            -

$   8,767,102

    Closed-End Mutual Funds

1,643,844

-

-

1,643,844

    Corporate Bonds

-

250,058

-

250,058

    Government Bond

-

171,270

-

171,270

    Exchange Traded Funds

4,335,030

-

-

4,335,030

    Exchange Traded Notes

356,830

-

-

356,830

    Limited Partnerships

293,218

-

-

293,218

    Preferred Stocks

1,828,718

-

-

1,828,718

    Real Estate Investment Trusts

510,508

-

-

510,508

    Money Market Fund

1,349,728

-

-

1,349,728

            Total

$ 19,084,978

$ 421,328

 $            -

$ 19,506,306


Investments in Securities Sold Short and Options Written

Level 1

Level 2

Level 3

Total

  (Liabilities)

 

 

 

 

    Common Stocks

$    (401,070)

 $            -

 $           -

$    (401,070)

    Options Written

(45)

-

-

(45)

            Total

$    (401,115)

 $            -

 $           -

$    (401,115)


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 or liabilities during the year ended March 31, 2018. There were no 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



21


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2018



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 year ended March 31, 2018, the Fund incurred advisory fees of $231,499.  As of March 31, 2018, the Fund owed the Advisor $20,652, 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, 2018, 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 acquired fund fees and expenses, 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.  As of March 31, 2018, there were no fee waivers or expense reimbursements that could potentially be recouped in future periods.


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 Mutual Shareholder Services (“MSS”). For the year ended March 31, 2018, the Fund did not pay a fee to the Underwriter 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.


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. The Board has authorized an accrual of 0.15% 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



22


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2018



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 year ended March 31, 2018, the Fund incurred distribution fees of $13,204.  During the year ended March 31, 2018, the Advisor was reimbursed $5,243 pursuant to the Plan for distribution activities.  


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 Year Ended

March 31, 2018

For the Year Ended

March 31, 2017

 

Shares

Capital

Shares

Capital

Shares sold

411,264

$  4,042,436

387,061

$   3,637,946

Shares reinvested

14,392

142,628

8,813

82,489

Shares redeemed

  (190,086)

  (1,866,133)

  (435,833)

  (4,084,819)

Net Increase (Decrease)

     235,570

$  2,318,931

    (39,959)

$   (364,384)


NOTE 6. OPTIONS


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:



23


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2018




Financial Investment Type

Location

Value

 

 

 

Options Written

Options Written, at Value

$ (45)


Realized and unrealized gains and losses on derivatives contracts entered into during the year ended March 31, 2018 by the Fund are recorded in the following location in the Statement of Operations:


Financial Investment Type

Location

Realized Gain

Location

Unrealized Gain

Options Written

Net Realized Gain on Options Written

$ 23,452

Net Change in Unrealized Appreciation on Options Written

$  3,728


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. 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



24


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2018



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 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 March 31, 2018, as disclosed in the Schedule of Investments and Schedule of Options Written, 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 year ended March 31, 2018, purchases and sales of investment securities other than U.S. Government Obligations, short-term investments, options, and securities sold short aggregated $13,795,405 and $10,892,761, 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



25


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2018



At March 31, 2018, the cost of investments for federal income tax purposes was $17,585,982 and the aggregate gross unrealized appreciation and depreciation based on that cost was:


Unrealized appreciation

$  2,404,895

Unrealized depreciation

 (885,686)

Net unrealized appreciation

$  1,519,209


On December 22, 2017, the Fund declared an income distribution of $0.083838 per share.  The distribution was paid on December 22, 2017 to shareholders of record on December 21, 2017.  The tax character of the $161,597 paid was ordinary income.


On December 22, 2016, the Fund declared an income distribution of $0.05564 per share.  The distribution was paid on December 22, 2016 to shareholders of record on December 21, 2016.  The tax character of the $95,381 paid was ordinary income.


As of March 31, 2018 the components of distributable earnings on a tax basis were as follows:


Capital Loss Carryforward

$ (2,235,953)

Net Unrealized Appreciation of Investments

1,519,209

Undistributed Net Investment Income

 45,106

Post-October and Late Year Losses

     (437,770)

          Total

$ (1,109,408)


The difference between book and tax basis unrealized appreciation is attributable primarily due to tax deferral of wash sale losses and income/loss flow through from grantor trusts.  The Fund has a capital loss carryforward of $2,235,953, of which $2,142,328 is short-term in nature and $93,625 is long-term in nature, and has no expiration.


Late year losses incurred after December 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The Fund incurred and elected to defer such late year losses of $4,858.


Capital losses incurred after October 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The Fund incurred and elected to defer such Post-October losses of $432,912.


Permanent book and tax differences, primarily attributable to income/loss flow through from grantor trusts, resulted in an increase to Accumulated Net Realized Loss on Investments and a decrease to Undistributed Net Investment Income of $841.



26


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2018




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 March 31, 2018, Ameritrade, Inc., in omnibus accounts, in aggregate, was the owner of record of approximately 88.96% of the Fund and may be deemed to control the Fund by virtue of its authority over Fund shares.



NOTE 11.  NEW ACCOUNTING PRONOUNCEMENT


In March 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-08, Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in the ASU shorten the amortization period for certain callable debt securities, held at a premium, to be amortized to the earliest call date. The ASU does not require an accounting change for securities held at a discount; which continues to be amortized to maturity. The ASU is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Management is currently evaluating the impact, if any, of applying this provision.


NOTE 12.  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.






27


[psgannual006.jpg]



 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Trustees of PSG Capital Management Trust

and the Shareholders of PSG Tactical Growth Fund

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities of PSG Tactical Growth Fund, a series of shares of beneficial interest in PSG Capital Management Trust (the “Fund”), including the schedule of investments, as of March 31, 2018, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the five-year period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of March 31, 2018, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended and its financial highlights for each of the years in the five-year period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund's management.  Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities law and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.


Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Our procedures included confirmation of securities owned as of March 31, 2018 by correspondence with the custodian and broker. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.  We believe that our audits provide a reasonable basis for our opinion.


[psgannual007.jpg]

BBD, LLP

 

We have served as the auditor of the PSG Capital Management Trust since 2012.

 

Philadelphia, Pennsylvania

May 30, 2018



28


PSG TACTICAL GROWTH FUND


EXPENSE ILLUSTRATION

MARCH 31, 2018 (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, October 1, 2017 through March 31, 2018.


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*

 

October 1, 2017

March 31, 2018

October 1, 2017 to March 31, 2018

 

 

 

 

Actual

$1,000.00

$993.07

$9.09

Hypothetical

 

 

 

 (5% Annual Return before expenses)

$1,000.00

$1,015.81

$9.20

 

 

 

 

 

 

 

 

* Expenses are equal to the Fund's annualized expense ratio of 1.83%, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).



29


PSG TACTICAL GROWTH FUND


TRUSTEES & OFFICERS

MARCH 31, 2018 (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  since December 2011, indefinite term

CCO, PSG, LLC (3/11-present); Chief Compliance Officer, PSG Investment Advisors, LLC (12/11-present); Swayze, LLC (10/17-present)

n/a

n/a

Heather Donhauser

1985

Secretary since November 2017, indefinite term

Sr. Investment Analyst, Planning Solutions Group (06/07-present)

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.


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.


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.


Advisory Agreement Renewal – In connection with a regular meeting of the Board of Trustees (the “Board” or the “Trustees”) of the PSG Capital Management Trust (the “Trust”) held on February 22, 2018, the Trustees considered the renewal of the investment advisory agreement between PSG Investment Advisors, LLC (the “Advisor”) and the Trust (the “Management Agreement”), with respect to the PSG Tactical Growth Fund (the “Fund”).  In connection with their consideration of the renewal of the Management Agreement, the Trustees received materials from the Advisor specifically relating to the Management Agreement.


The Board relied upon the advice of independent legal counsel and their own business judgment in determining the material factors to be considered in evaluating the Management Agreement and the weight to be given to each such factor. The conclusions reached by the Trustees were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor.  Moreover, each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the Management Agreement.  


Nature, Extent, and Quality of Services. The Trustees reviewed the organizational structure of the Advisor and the key personnel responsible for servicing the Fund and noted that the Trust’s CCO left her position with the Advisor and was now employed by a third party compliance consulting firm specializing in securities law and compliance consulting.  They acknowledged the benefit of the continuity in the CCO role and considered the additional resources available from the third party firm with which she was now affiliated.  The Trustees noted the depth of expertise among the Advisor personnel, and agreed that the Advisor is proactive in its management of the Fund, making changes as necessary in response to market conditions.  The Board also recognized that the portfolio manager had shown dedication to the strategy and remained committed to making decisions that were in the best interests of the shareholders.  



30


PSG TACTICAL GROWTH FUND


ADDITIONAL INFORMATION (CONTINUED)

MARCH 31, 2018 (UNAUDITED)



The Board noted that there were no material compliance issues since the last renewal of the Management Agreement.  After further consideration of the services provided by the Advisor, in addition to the Board’s positive experience with the Advisor since the Fund’s inception, the Board concluded that it expected the Advisor to continue to provide quality service to the Fund.


Performance.  The Board noted the Fund returned 5.97% for the one year period, outperforming its peer group and Lipper Absolute Return Mixed Equity Category (“Lipper category”) averages, and in line with HFRX Absolute Return Index (“HFRX”).  It acknowledged that the Fund underperformed both indexes for the 5-year and since inception periods, but was in line with its peer group for both periods.  The Board discussed that the Fund was able to beat the indexes with its allocation to high-yield investments and emerging market stocks. The Trustees considered that a representative of the Advisor had indicated that it was satisfied with the Fund’s returns noting in particular the Fund had achieved strong returns, in part, as a result of its allocation to high income strategies.  The Board concluded that the Fund’s performance was acceptable.


Fees and Expenses.  The Board noted the Advisor charged an annual advisory fee of 1.25%, which was higher than the peer group and Lipper category, but within the range of  both and nowhere near the high of either.  It acknowledged that although the Fund’s net expense ratio was higher than its benchmark averages, it was within the high low range of the Lipper category.  It noted that a representative of the Advisor explained that the higher total expenses is attributable to the unique nature of the Fund’s strategy; particularly in the use of shorts which was not a strategy utilized by many peer funds.  It further discussed that many funds in the Lipper category had large asset bases and benefitted from economies of scale which may result in lower fees.  The Board acknowledged that the Fund’s expense ratio was impacted by the cost of the Fund’s investment in underlying funds. After further discussion, and in consideration of the additional time and resources necessary to execute the Fund’s strategy, the Board concluded that the management fee was not unreasonable.


Profitability. The Board reviewed the profitability analysis provided by the Advisor.  It noted the Advisor realized a profit in connection with its relationship with the Fund during the previous year.  The Board considered that the Advisor continued to waive a portion of its fees.  It considered that the amount of profit in terms of actual dollars was relatively minimal in light of the skill, expertise and time necessary to manage a mutual fund.  After further discussion, the Board concluded the Advisor’s profitability was not excessive.  


Economies of Scale.  The Trustees considered whether economies of scale had been realized with respect to the management of the Fund.  It noted that the Fund had not yet reached scalable asset levels  It further noted the Advisor’s projected asset level for the Fund and the Advisor’s representation that it would consider breakpoints in the future as the Fund’s assets grow.  After discussion, it was the Board’s consensus that, based on the current size of the Fund, breakpoints were not appropriate at this time.  The Board agreed to continue to monitor and revisit the matter as the Fund continues to grow.  


Conclusion.  Having requested and received such information from the Advisor as the Board believed to be reasonably necessary to evaluate the terms of the Management Agreement, and as assisted by the advice of counsel, the Board concluded that the advisory fee structure was reasonable and that renewal of the Management Agreement was in the best interests of the Trust and shareholders of the Fund.

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.


31


PSG TACTICAL GROWTH FUND


PRIVACY NOTICE (CONTINUED)

MARCH 31, 2018 (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.







32




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

8000 Town Centre Drive, Suite 400

Broadview Heights, OH 44147






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.


(a) As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.


(b) For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:


(1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;

(3) Compliance with applicable governmental laws, rules, and regulations;

(4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

(5) Accountability for adherence to the code.


(c) Amendments:  During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.


(d) Waivers:  During the period covered by the report, the registrant has not granted any express or implicit waivers from the provisions of the code of ethics.


(e) The Code of Ethics is not posted on registrant’s website.


(f) A copy of the Code of Ethics is attached as an exhibit.


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.


(a)

Audit Fees


FY 2018

$ 14,000

FY 2017

$ 13,750


(b)

Audit-Related Fees


Registrant


FY 2018

$ 0

FY 2017

$ 0



Nature of the fees:

Not applicable.


(c)

Tax Fees


Registrant


FY 2018

$ 2,000

FY 2017

$ 2,000



Nature of the fees:

Tax preparation and filing.


(d)

All Other Fees


Registrant


FY 2018

$ 0

FY 2017

$ 0


Nature of the fees:

Not applicable.


(e)

(1)

Audit Committee’s Pre-Approval Policies


The audit committee approves all audit and non-audit related services and, therefore, has not adopted pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.


(2)

Percentages of Services Approved by the Audit Committee


None of the services described in paragraph (b) through (d) of this Item were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.    


(f)

During audit of registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.


(g)

The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant:


Registrant


FY 2018

$ 2,000

FY 2017

$ 2,000



(h)

The registrant's audit committee has not considered whether the provision of non-audit services to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant, that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant's independence.



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 trustees.

Item 11.  Controls and Procedures.  


(a)

Disclosure Controls & Procedures.  Principal executive and financial officers have concluded that Registrant’s disclosure controls & procedures are effective based on their evaluation as of a date within 90 days of the filing date of this report.


(b)

Internal Controls.  There were no significant changes in Registrant’s internal controls of in other factors that could significantly effect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


Item 12.  Exhibits.  


(a)(1)

EX-99.CODE ETH.  Filed herewith.


(a)(2)

EX-99.CERT.  Filed herewith.


(a)(3)

Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.  Not applicable.


(b)

EX-99.906CERT.  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: June 6, 2018



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 persons on behalf of the registrant and in the capacities and on the dates indicated.



By:

/s/ Robert H. Carson

Robert H. Carson

Trustee, President and Principal Executive Officer


Date: June 6, 2018



By:

/s/ Jonathan V. Giordani

Jonathan V. Giordani

Trustee, Treasurer and Principal Financial Officer


Date: June 6, 2018