Statements in this Annual Report that reflect projections or expectations of future financial or economic performance of the Roumell Opportunistic
Value Fund (the “Fund”) and of the market in general and statements of the Fund’s plans and objectives for future operations are forward-looking statements. No assurance can be given that actual results or events will not differ
materially from those projected, estimated, assumed or anticipated in any such forward-looking statements. Important factors that could result in such differences, in addition to the other factors noted with such forward-looking
statements, include, without limitation, general economic conditions such as inflation, recession and interest rates. Past performance is not a guarantee of future results.
An investor should consider the investment
objectives, risks, and charges and expenses of the Fund carefully before investing. The prospectus contains this and other information about the Fund. A copy of the prospectus is available at https://docs.nottinghamco.com/Roumell or
by calling Shareholder Services at 800-773-3863. The prospectus should be read carefully before investing.
|
Average Annual Returns (Unaudited)
Period Ended September 30, 2022 |
Past
1 Year
|
Five
Year
|
Ten
Year
|
Gross
Expense
Ratio1
|
Roumell Opportunistic Value Fund
|
-38.90%
|
2.55%
|
3.05%
|
1.26%
|
Russell 2000 Value Index
|
-10.18%
|
6.56%
|
9.49%
|
N/A
|
Bloomberg Capital U.S. Government/Credit Bond
Index
|
-12.28%
|
0.67% |
1.45% |
N/A
|
Benchmark of 60% Russell 2000 Value Index, and
40% Bloomberg Capital U.S. Government/Credit
Bond Index
|
-10.72%
|
4.87% |
6.75% |
N/A
|
S&P 500 Total Return Index
|
-11.23%
|
11.83%
|
13.08%
|
N/A
|
•
|
100% of Dundee Precious Metals Chelopech, which owns and operates a gold, copper, and silver mine located in Bulgaria;
|
•
|
100% of Dundee Precious Metals Krumovgrad (“Ada Tepe”), which owns and operates a gold mine located in Bulgaria;
|
•
|
92% of Dundee Precious Metals Tsumeb Limited, which owns and operates a custom smelter located in Tsumeb, Namibia.
|
•
|
100% of DPM Ecuador S.A., which is focused on the exploration and development of the Loma Larga gold project located in Ecuador;
|
•
|
100% of DPM Avala d.o.o., which is focused on the exploration and development of the Timok gold project in Serbia;
|
•
|
5.8% of Sabina Gold and Silver Corp. (“Sabina”), which is focused on the development of the Back River project in southwestern
Nunavut, Canada.
|
•
|
Based on discussions with management, it is our understanding that its smelter, one of the only smelters in the world able to
process high arsenic concentrate without first being blended, is not a core asset and is available for sale at the right price. The smelter was purchased for $50 million and DPM invested over $300 million to make it a best-in-class
smelter. We value the smelter at one-third of its capital cost.
|
$ millions
|
2021
|
2022
|
2023
|
2024
|
Actual5
|
Guide
|
Outlook
|
Outlook
|
|
Gold contained in concentrate
produced ('000 oz)1,2:
|
||||
Chelopech
|
177
|
169 - 191
|
150 - 170
|
161 - 182
|
Ada Tepe
|
133
|
81 - 89
|
115 - 140
|
69 - 83
|
Total gold
|
310
|
250 - 290
|
265 - 310
|
230 - 265
|
Copper contained in concentrate
produced (million lbs):
|
||||
Chelopech
|
35
|
32 - 37
|
32 - 39
|
30 - 35
|
1.
|
Gold produced includes gold in pyrite concentrate produced of 48,000 to 54,000 ounces for 2022, and 50,000 to
57,000 ounces in each of 2023 and 2024.
|
2.
|
Metals contained in concentrate produced are prior to deductions associated with smelter terms.
|
Sum of the Parts analysis:
|
|
Price
|
$4.54
|
Outstanding Shares
|
191mm
|
Market Cap
|
$867mm
|
Debt
|
$0
|
Cash
|
$423
|
EV
|
$444
|
Free Cash Flow:
|
|
FCF ’20 (actual)
|
$211mm
|
FCF ’21 (actual)
|
$252mm
|
FCF ’22 estimated
|
$180mm
|
FCF ’20 yield on EV
|
48%
|
FCF ’21 yield on EV
|
57%
|
FCF ’22 est. yield on EV
|
41%
|
ROUMELL OPPORTUNISTIC VALUE FUND
|
|||||||||||||||||
Institutional Class Shares
|
|||||||||||||||||
Performance Update (Unaudited)
|
|||||||||||||||||
For the period from August 31, 2012 through August 31, 2022
|
|||||||||||||||||
Comparison of the Change in Value of a $10,000 Investment
|
This graph assumes the minimum initial investment of $10,000 at August 31, 2012. All dividends and distributions are reinvested. This graph depicts
the performance of the Roumell Opportunistic Value Fund (the “Fund”) versus the Russell 2000 Value Index, the Bloomberg Capital U.S. Government Credit Index, a blend of 60% of the Russell 2000 Value Index and 40% of the Bloomberg Capital
U.S. Government Credit Index, and the S&P 500 Total Return Index. It is important to note that the Fund is a professionally managed mutual fund while the indices are not available for investment and are unmanaged. The comparison is
shown for illustrative purposes only.
|
|||||||||||||||||
Average Annual Total Returns
|
|||||||||||||||||
As of
|
One
|
Five
|
Ten
|
||||||||||||||
August 31, 2022
|
Year
|
Year
|
Year
|
||||||||||||||
Roumell Opportunistic Value Fund
|
-39.70%
|
2.27%
|
2.87%
|
||||||||||||||
Russell 2000 Value Index
|
-10.18%
|
6.56%
|
9.49%
|
||||||||||||||
Bloomberg Capital U.S. Government
|
|||||||||||||||||
Credit Index
|
-12.28%
|
0.67%
|
1.45%
|
||||||||||||||
60% Russell 2000 Value Index and 40% Bloomberg
|
|||||||||||||||||
|
Capital U.S. Government Credit Index
|
-10.72%
|
4.87%
|
6.75%
|
|||||||||||||
S&P 500 Total Return Index
|
-11.23%
|
11.82%
|
13.08%
|
||||||||||||||
(Continued)
|
ROUMELL OPPORTUNISTIC VALUE FUND
|
|||||||||||||||||
Institutional Class Shares
|
|||||||||||||||||
Performance Update (Unaudited)
|
|||||||||||||||||
For the period from August 31, 2012 through August 31, 2022
|
|||||||||||||||||
Performance quoted in the previous graph represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate so
that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. The Advisor has entered into an Expense Limitation Agreement with the Fund under
which it has agreed to waive or reduce its fees and to assume other expenses of the Fund, if necessary, in amounts that limit the Fund’s total operating expenses (exclusive of (i) any front-end or contingent deferred sales loads; (ii)
brokerage fees and commissions; (iii) acquired fund fees and expenses; (iv) fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and
expenses); (v) borrowing costs (such as interest and dividend expense on securities sold short); (vi) taxes; and (vii) extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees
and contractual indeminification of Fund service providers (other than the Advisor)) to not more than 1.23% of the average daily net assets of the Fund through January 1, 2023. The Expense Limitation Agreement may be terminated by the
Board of Trustees of the Trust at any time. The Advisor cannot recoup from the Fund any amounts paid by the Advisor under the Expense Limitation Agreement. An investor may obtain performance data, current to the most recent month-end,
by visiting ncfunds.com.
|
|||||||||||||||||
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Average annual total returns are historical in nature and measure net investment income and capital gain or loss from portfolio investments assuming reinvestment of distributions.
|
|||||||||||||||||
ROUMELL OPPORTUNISTIC VALUE FUND
|
||||||||||
Schedule of Investments
|
||||||||||
As of August 31, 2022
|
||||||||||
Shares |
Cost
|
Value
(Note 1)
|
||||||||
COMMON STOCKS - 75.41%
|
||||||||||
Communication Services - 19.19%
|
||||||||||
*
|
Allot Ltd.
|
652,395
|
$ 6,989,991
|
$ 2,961,873
|
||||||
*
|
comScore, Inc.
|
1,839,704
|
5,522,142
|
4,010,555
|
||||||
*
|
Comtech Telecommunications Corp.
|
101,617
|
2,409,692
|
1,147,256
|
||||||
*
|
iMedia Brands, Inc. - Class A
|
467,052
|
930,606
|
469,387
|
||||||
*
|
Magnite, Inc.
|
730,321
|
10,463,589
|
5,499,317
|
||||||
*
|
Spark Networks SE
|
502,789
|
1,546,292
|
1,382,670
|
||||||
15,471,058
|
||||||||||
Consumer Discretionary - 2.77%
|
||||||||||
*
|
Barnes & Noble Education, Inc.
|
872,797
|
2,112,014
|
2,234,360
|
||||||
Energy - 4.88%
|
||||||||||
*
|
Tetra Technologies, Inc.
|
988,420
|
3,424,977
|
3,933,912
|
||||||
Financials - 1.34%
|
||||||||||
*
|
NI Holdings, Inc.
|
82,201
|
1,397,465
|
1,079,299
|
||||||
Health Care - 14.85%
|
||||||||||
*
|
Aridis Pharmaceuticals, Inc.
|
446,588
|
2,132,339
|
652,019
|
||||||
*€
|
Collplant Biotechnologies Ltd.
|
605,437
|
8,157,021
|
4,522,614
|
||||||
*
|
Enzo Biochem, Inc.
|
2,390,211
|
5,707,874
|
5,784,311
|
||||||
*
|
Eton Pharmaceuticals, Inc.
|
449,438
|
2,148,535
|
1,015,730
|
||||||
11,974,674
|
||||||||||
Industrials - 5.57%
|
||||||||||
Algoma Steel Group, Inc.
|
185,000
|
1,744,827
|
1,687,200
|
|||||||
*€µ
|
FLYHT Aerospace Solutions Ltd.
|
2,500,000
|
1,500,000
|
1,598,660
|
||||||
*
|
KVH Industries, Inc.
|
123,122
|
1,162,128
|
1,206,596
|
||||||
4,492,456
|
||||||||||
Information Technology - 18.45%
|
||||||||||
*€
|
GSI Technology, Inc.
|
1,937,404
|
12,216,375
|
6,451,555
|
||||||
*
|
Opera Ltd.
|
895,087
|
8,429,807
|
4,305,369
|
||||||
*
|
Quantum Corp.
|
1,779,469
|
$ 11,333,909
|
2,793,766
|
||||||
*€
|
Qumu Corp.
|
1,111,061
|
2,938,749
|
726,856
|
||||||
*
|
Sonic Foundry, Inc.
|
405,405
|
1,500,000
|
595,945
|
||||||
14,873,491
|
||||||||||
(Continued)
|
ROUMELL OPPORTUNISTIC VALUE FUND
|
||||||||||
Schedule of Investments - Continued
|
||||||||||
As of August 31, 2022
|
||||||||||
Shares
|
Cost
|
Value
(Note 1)
|
||||||||
COMMON STOCKS - Continued
|
||||||||||
Materials - 8.36%
|
||||||||||
Dundee Precious Metals, Inc.
|
1,485,400
|
8,878,298
|
$ 6,740,745
|
|||||||
Total Common Stocks (Cost $102,646,631)
|
60,799,995
|
|||||||||
Private Investments - 8.11%
|
||||||||||
Financials - 3.74%
|
||||||||||
*€
|
EAS Investors I, LP (a)
|
N/A
|
3,508,800
|
3,012,399
|
||||||
Information Technology - 4.37%
|
||||||||||
*€
|
Stream-IT App, Inc. (a)
|
3,652,988
|
4,175,000
|
3,523,173
|
||||||
Total Private Investments (Cost $7,683,800)
|
6,535,572
|
|||||||||
WARRANT - 0.00%
|
Exercise
|
Exercise
|
||||||||
Price
|
Date
|
Shares
|
||||||||
Industrials - 0.00%
|
||||||||||
*α
|
Sonic Foundry, Inc.
|
$ 5.50
|
7/20/2026
|
1
|
-
|
|||||
Total Warrant (Cost $0)
|
-
|
|||||||||
U.S. TREASURY SECURITY - 2.48%
|
Interest
|
|||||||||
Par
|
Rate | Maturity Date | ||||||||
*
|
United States Treasury Bill
|
$ 2,000,000
|
0.000%
|
9/8/2022
|
1,999,546
|
|||||
Total U.S. Treasury Security (Cost $1,999,546)
|
1,999,546
|
|||||||||
CORPORATE BOND - 0.28%
|
Interest
|
|||||||||
Par
|
Rate | Maturity Date | ||||||||
Industrials - 0.28%
|
||||||||||
ErosSTX Global Corp.
|
$ 835,100
|
8.500%
|
4/15/2023
|
228,479
|
||||||
Total Corporate Bond (Cost $1,140,611)
|
228,479
|
|||||||||
(Continued)
|
ROUMELL OPPORTUNISTIC VALUE FUND
|
||||||||||
Schedule of Investments - Continued
|
||||||||||
As of August 31, 2022
|
||||||||||
Value
(Note 1)
|
||||||||||
Investments, at Value (Cost $113,470,588) - 86.28%
|
$ 69,563,592
|
|||||||||
Other Assets Less Liabilities - 13.72%
|
11,057,550
|
|||||||||
Net Assets - 100.00%
|
$ 80,621,142
|
|||||||||
(a) Security is considered illiquid. The security is fair valued under procedures approved by the Fund's Board of Trustees.
|
||||||||||
*
|
Non-income producing investment
|
|||||||||
α
|
Security for which market quotations are not readily available. The value of such security $0, and it has been fair valued under procedures approved by
the Fund's Board of Trustees.
|
|||||||||
μ
|
All or a portion of the security is considered restricted. The total value is $1,598,660, or 1.98% of net assets.
|
|||||||||
€
|
Affiliated investment. As of 8/31/22, the Fund owns more than 5% of the outstanding shares of the company,
making the security an affiliated investment.
|
|||||||||
(Continued)
|
ROUMELL OPPORTUNISTIC VALUE FUND
|
||||||||||
Schedule of Investments - Continued
|
||||||||||
As of August 31, 2022
|
||||||||||
Summary of Investments
|
||||||||||
by Sector
|
% of Net
|
|||||||||
Assets
|
Value
|
|||||||||
Common Stocks:
|
||||||||||
Communication Services
|
19.19%
|
$
|
15,471,058
|
|||||||
Consumer Discretionary
|
2.77%
|
2,234,360
|
||||||||
Energy
|
4.88%
|
3,933,912
|
||||||||
Financials
|
1.34%
|
1,079,299
|
||||||||
Health Care
|
14.85%
|
11,974,674
|
||||||||
Industrials
|
5.57%
|
4,492,456
|
||||||||
Information Technology
|
18.45%
|
14,873,491
|
||||||||
Materials
|
8.36%
|
6,740,745
|
||||||||
Private Investments:
|
||||||||||
Financials
|
3.74%
|
3,012,399
|
||||||||
Information Technology
|
4.37%
|
3,523,173
|
||||||||
Warrant:
|
||||||||||
Industrials
|
0.00%
|
-
|
||||||||
U.S. Treasury Security
|
2.48%
|
1,999,546
|
||||||||
Corporate Bond
|
0.28%
|
228,479
|
||||||||
Other Assets Less Liabilities
|
13.72%
|
11,057,550
|
||||||||
Total Net Assets
|
100.00%
|
$
|
80,621,142
|
|||||||
See Notes to Financial Statements
|
ROUMELL OPPORTUNISTIC VALUE FUND
|
|||||||
Statement of Assets and Liabilities
|
|||||||
As of August 31, 2022
|
|||||||
Assets:
|
|||||||
Investments, at value (Cost $80,974,643)
|
$
|
49,728,335
|
|||||
Investments in affiliates, at value (Cost $32,495,945)
|
19,835,257
|
||||||
Deposits at Broker for Options
|
4,273
|
||||||
Cash
|
10,814,437
|
||||||
Receivables:
|
|||||||
Investments sold
|
214,250
|
||||||
Fund shares sold
|
155,808
|
||||||
Dividends and interest
|
41,023
|
||||||
Prepaid expenses:
|
|||||||
Registration and filing expenses
|
3,771
|
||||||
Insurance fees
|
2,144
|
||||||
Total assets
|
80,799,298
|
||||||
Liabilities:
|
|||||||
Payables:
|
|||||||
Fund shares purchased
|
4,013
|
||||||
Accrued expenses:
|
|||||||
Advisory fees
|
138,241
|
||||||
Professional fees
|
21,173
|
||||||
Custody fees
|
7,427
|
||||||
Shareholder fulfillment fees
|
3,331
|
||||||
Compliance fees
|
1,876
|
||||||
Administration fees
|
808
|
||||||
Trustee fees and meeting expenses
|
500
|
||||||
Miscellaneous expenses
|
351
|
||||||
Transfer agent fees
|
226
|
||||||
Fund accounting fees
|
142
|
||||||
Security pricing fees
|
68
|
||||||
Total liabilities
|
178,156
|
||||||
Net Assets
|
$
|
80,621,142
|
|||||
Net Assets Consist of:
|
|||||||
Paid in Beneficial Interest
|
$
|
131,163,777
|
|||||
Accumulated Deficit
|
(50,542,635)
|
||||||
Total Net Assets
|
$
|
80,621,142
|
|||||
Institutional Class Shares of beneficial interest outstanding, no par value (a)
|
17,958,025
|
||||||
Net Assets
|
$
|
80,621,142
|
|||||
Net Asset Value, Offering Price and Redemption Price Per Share (b)
|
$
|
4.49
|
|||||
(a)
|
Unlimited Authorized Shares
|
||||||
(b)
|
The Fund charges a 1% redemption fee on redemptions made within 60 days of initial purchase.
|
||||||
See Notes to Financial Statements
|
ROUMELL OPPORTUNISTIC VALUE FUND
|
|||||||
Statement of Operations
|
|||||||
For the fiscal year ended August 31, 2022
|
|||||||
Investment Income:
|
|||||||
Dividends (net of withholding tax $24,368)
|
$
|
208,866
|
|||||
Interest
|
94,295
|
||||||
Total Investment Income
|
303,161
|
||||||
Expenses:
|
|||||||
Advisory fees (Note 3)
|
984,315
|
||||||
Administration fees (Note 3)
|
105,392
|
||||||
Professional fees
|
47,341
|
||||||
Custody fees (Note 3)
|
43,094
|
||||||
Fund accounting fees (Note 3)
|
37,657
|
||||||
Registration and filing expenses
|
37,308
|
||||||
Shareholder fulfillment fees
|
23,724
|
||||||
Transfer agent fees (Note 3)
|
21,921
|
||||||
Compliance fees (Note 3)
|
16,373
|
||||||
Trustee fees and meeting expenses (Note 4)
|
8,094
|
||||||
Miscellaneous expenses
|
4,198
|
||||||
Security pricing fees
|
4,070
|
||||||
Insurance fees
|
3,555
|
||||||
Total Expenses
|
1,337,042
|
||||||
Expenses waived by Advisor (Note 3)
|
(21,057)
|
||||||
Net Expenses
|
1,315,985
|
||||||
Net Investment Loss
|
$
|
(1,012,824)
|
|||||
Realized and Unrealized Gain (Loss):
|
|||||||
Net realized loss from investments
|
$
|
(2,058,246)
|
|||||
Net realized loss from affiliated investments
|
(240,600)
|
||||||
Net realized loss on foreign currency
|
(39,586)
|
||||||
Total realized losses
|
(2,338,432)
|
||||||
Net change in unrealized depreciation on investments
|
(33,645,060)
|
||||||
Net change in unrealized depreciation on affiliated investments
|
(16,214,895)
|
||||||
Total net change in unrealized depreciation
|
(49,859,955)
|
||||||
Net Realized and Unrealized Loss
|
(52,198,387)
|
||||||
Net Decrease in Net Assets Resulting from Operations
|
$
|
(53,211,211)
|
|||||
See Notes to Financial Statements
|
ROUMELL OPPORTUNISTIC VALUE FUND
|
|||||||||||
Statements of Changes in Net Assets
|
|||||||||||
For the fiscal years ended August 31,
|
2022
|
2021
|
|||||||||
Operations:
|
|||||||||||
Net investment loss
|
$
|
(1,012,824)
|
$
|
(486,550)
|
|||||||
Net realized gain (loss) from investments
|
(2,058,246)
|
49,367,115
|
|||||||||
Net realized gain (loss) from affiliated investments
|
(240,600)
|
1,525,159
|
|||||||||
Net realized loss on foreign currency
|
(39,586)
|
(377)
|
|||||||||
Net change in unrealized appreciation (depreciation)
|
|||||||||||
on investments
|
(33,645,060)
|
1,273,000
|
|||||||||
Net change in unrealized appreciation (depreciation) on
|
|||||||||||
|
affiliated investments
|
(16,214,895)
|
4,174,911
|
||||||||
Net Increase (Decrease) in Net Assets Resulting from
|
|||||||||||
Operations
|
(53,211,211)
|
55,853,258
|
|||||||||
Distributions to Shareholders:
|
|||||||||||
Institutional Class Shares
|
(47,610,000)
|
(23,660)
|
|||||||||
Decrease in Net Assets Resulting from Distributions
|
(47,610,000)
|
(23,660)
|
|||||||||
Beneficial Interest Transactions:
|
|||||||||||
Shares sold
|
52,823,773
|
18,489,465
|
|||||||||
Redemption fee
|
1,806
|
8,879
|
|||||||||
Reinvested dividends and distributions
|
34,788,291
|
17,784
|
|||||||||
Shares repurchased
|
(48,093,371)
|
(19,226,936)
|
|||||||||
Increase (Decrease) in Net Assets from
|
|||||||||||
Beneficial Interest Transactions
|
39,520,499
|
(710,808)
|
|||||||||
Net Increase (Decrease) in Net Assets
|
(61,300,712)
|
55,118,790
|
|||||||||
Net Assets:
|
|||||||||||
Beginning of Year
|
141,921,854
|
86,803,064
|
|||||||||
End of Year
|
$
|
80,621,142
|
$
|
141,921,854
|
|||||||
August 31,
|
August 31,
|
||||||||||
Share Information:
|
2022
|
2021
|
|||||||||
Institutional Class Shares
|
Shares
|
Amount
|
Shares
|
Amount
|
|||||||
Shares sold
|
8,340,549
|
$
|
52,823,773
|
1,461,859
|
$
|
18,489,465
|
|||||
Redemption fee
|
-
|
1,806
|
-
|
8,879
|
|||||||
Reinvested dividends
|
|||||||||||
and distributions
|
5,566,127
|
34,788,291
|
1,645
|
17,784
|
|||||||
Shares repurchased
|
(5,837,632)
|
(48,093,371)
|
(1,512,637)
|
(19,226,936)
|
|||||||
Net Increase (Decrease) in
|
|||||||||||
Shares of Beneficial Interest
|
8,069,044
|
$
|
39,520,499
|
(49,133)
|
$
|
(710,808)
|
|||||
See Notes to Financial Statements
|
ROUMELL OPPORTUNISTIC VALUE FUND
|
||||||||
Statement of Cash Flows
|
||||||||
For the fiscal year ended August 31, 2022
|
||||||||
Cash flows from operating activities:
|
||||||||
Net decrease in net assets resulting from operations
|
$
|
(53,211,211)
|
||||||
Adjustments to reconcile net decrease in net assets resulting
|
||||||||
from operations to net cash provided by operating activities:
|
||||||||
Purchases of investments
|
(68,670,251)
|
|||||||
Proceeds from sale of investments
|
88,614,396
|
|||||||
Net realized loss from investments
|
2,338,432
|
|||||||
Change in net unrealized depreciation on investments
|
49,859,955
|
|||||||
Amortization of securities
|
1,729
|
|||||||
Changes in Assets:
|
||||||||
Decrease dividend and interest receivable
|
32,307
|
|||||||
Decrease prepaid registration and filing expenses
|
2,713
|
|||||||
Increase prepaid insurance fees
|
(419)
|
|||||||
Changes in Liabilities:
|
||||||||
Increase accrued advisory fees
|
26,659
|
|||||||
Decrease accrued professional fees
|
(1,134)
|
|||||||
Decrease accrued trustee fees and meeting expenses
|
(1,198)
|
|||||||
Decrease accrued administration fees
|
(2,934)
|
|||||||
Decrease accrued fund accounting fees
|
(6)
|
|||||||
Decrease accrued miscellaneous expenses
|
(2)
|
|||||||
Increase accrued custody fees
|
2,587
|
|||||||
Decrease accrued transfer agent fees
|
(16)
|
|||||||
Increase accrued security pricing fees
|
65
|
|||||||
Increase compliance fees
|
1,873
|
|||||||
Increase accrued shareholder fulfillment fees
|
1,482
|
|||||||
Net cash provided by operating activities
|
18,995,027
|
|||||||
Cash flows used in financing activities:
|
||||||||
Fund shares sold
|
52,761,870
|
|||||||
Fund shares redeemed
|
(48,122,557)
|
|||||||
Redemption fee
|
1,806
|
|||||||
Distributions paid
|
(12,821,709)
|
|||||||
Net cash used in financing activities
|
(8,180,590)
|
|||||||
Net increase in cash and cash equivalents
|
10,814,437
|
|||||||
Cash & Cash Equivalents:
|
||||||||
Beginning of year
|
4,273
|
|||||||
End of year
|
$
|
10,818,710
|
||||||
Non-Cash Financing Activities:
|
||||||||
Reinvestment of dividends and distributions
|
$
|
34,788,291
|
||||||
Reconciliation of cash and cash equivalents reported on the Statement of Assets
|
||||||||
and Liabilities:
|
||||||||
Deposits at Broker for Options
|
$
|
4,273
|
||||||
Cash
|
10,814,437
|
|||||||
Total Cash and Cash Equivalents
|
$
|
10,818,710
|
||||||
See Notes to Financial Statements
|
ROUMELL OPPORTUNISTIC VALUE FUND
|
|||||||||||||||
Financial Highlights - Institutional Class Shares
|
|||||||||||||||
For a share outstanding during
|
August 31,
|
||||||||||||||
each of the fiscal years ended
|
2022
|
2021
|
2020
|
2019
|
2018
|
||||||||||
Net Asset Value,
|
|||||||||||||||
Beginning of Year
|
$
|
14.35
|
$
|
8.73
|
$
|
9.15
|
$
|
10.03
|
$
|
9.07
|
|||||
Income (Loss) from Investment
|
|||||||||||||||
Operations:
|
|||||||||||||||
Net investment income (loss) (b)
|
(0.07)
|
(0.05)
|
0.04
|
0.07
|
0.14
|
||||||||||
Net realized and unrealized
|
|||||||||||||||
gain (loss) on investments
|
(4.00)
|
5.67
|
0.48
|
(0.43)
|
0.82
|
||||||||||
Total from Investment Operations
|
(4.07)
|
5.62
|
0.52
|
(0.36)
|
0.96
|
||||||||||
Less Distributions:
|
|||||||||||||||
From net investment income
|
-
|
(0.00)
|
(a)
|
(0.19)
|
(0.17)
|
(0.00)
|
(a)
|
||||||||
From realized gains
|
(5.79)
|
-
|
(0.75)
|
(0.35)
|
-
|
||||||||||
Total Distributions
|
(5.79)
|
(0.00)
|
(0.94)
|
(0.52)
|
(0.00)
|
||||||||||
Redemption Fees
|
0.00
|
(a)
|
0.00
|
(a)
|
-
|
0.00
|
(a)
|
-
|
|||||||
Net Asset Value, End of Year
|
$
|
4.49
|
$
|
14.35
|
$
|
8.73
|
$
|
9.15
|
$
|
10.03
|
|||||
Total Return
|
(39.70)%
|
64.41%
|
5.35%
|
(3.12)%
|
10.63%
|
||||||||||
Net Assets, End of Year
|
|||||||||||||||
(in thousands)
|
$
|
80,621
|
$
|
141,922
|
$
|
86,803
|
$
|
79,353
|
$
|
75,917
|
|||||
Ratios of:
|
|||||||||||||||
Interest Expense to Average Net Assets
|
-
|
-
|
-
|
-
|
0.00%
|
(e)
|
|||||||||
Gross Expenses to Average Net Assets (c)
|
1.25%
|
1.20%
|
1.28%
|
1.30%
|
1.29%
|
||||||||||
Net Expenses to Average Net Assets (c)
|
1.23%
|
1.20%
|
1.23%
|
1.23%
|
1.23%
|
(d)
|
|||||||||
Net Investment Income (Loss) to Average
|
|||||||||||||||
Net Assets
|
(0.95)%
|
(0.40)%
|
0.51%
|
0.67%
|
1.52%
|
||||||||||
Portfolio turnover rate
|
47.07%
|
171.08%
|
162.86%
|
79.74%
|
62.59%
|
||||||||||
(a)
|
Actual amount is less than $0.01 per share.
|
||||||||||||||
(b)
|
Calculated using the average shares method.
|
||||||||||||||
(c)
|
The expense ratios listed reflect total expenses prior to any waivers and reimbursements (gross expense ratio) and after any waivers and reimbursements (net expense
ratio).
|
||||||||||||||
(d)
|
Includes interest expense.
|
||||||||||||||
(e)
|
Less than 0.01% of net assets.
|
||||||||||||||
See Notes to Financial Statements
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Notes to Financial Statements
|
As of August 31, 2022
|
1.
|
Organization and Significant Accounting Policies
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Notes to Financial Statements
|
As of August 31, 2022
|
•
|
Securities that are listed on a securities exchange are valued at the last quoted sales price provided by a third-party pricing service at the
time the valuation is made. Price information on listed securities is taken from the exchange where the security is primarily traded by the Fund.
|
•
|
Securities that are listed on an exchange and which are not traded on the valuation date are valued at the bid price.
|
•
|
Unlisted securities for which market quotations are not readily available are valued at the latest quoted sales price, if available, at the
time of valuation, otherwise, at the latest quoted bid price.
|
•
|
Options are valued at the mean of the last quoted bid and ask prices at the time of valuation.
|
•
|
Foreign securities listed on foreign exchanges are valued with quotations from the primary market in which they are traded and are translated
from the local currency into U.S. dollars using current exchange rates.
|
•
|
Temporary cash investments with maturities of 60 days or less will be valued at amortized cost, which approximates market value.
|
•
|
Securities for which no current quotations are readily available are valued at fair value as determined in good faith using methods approved by the
Trustees. Securities may be valued on the basis of prices provided by a pricing service when such prices are believed to reflect the fair market value of such securities.
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Notes to Financial Statements
|
As of August 31, 2022
|
Investments in
Securities
|
Total
|
Level 1
|
Level 2
|
Level 3 (a)
|
||||
Assets
|
||||||||
Common Stocks*
|
$
|
60,799,995
|
$
|
60,799,995
|
$
|
-
|
$
|
-
|
Private Investments*
|
6,535,572
|
-
|
-
|
6,535,572
|
||||
Warrant*
|
0
|
-
|
0
|
-
|
||||
U.S. Treasury Security
|
1,999,546
|
-
|
1,999,546
|
-
|
||||
Corporate Bond*
|
228,479
|
-
|
228,479
|
-
|
||||
Total Assets
|
$
|
69,563,592
|
$
|
60,799,995
|
$
|
2,228,025
|
$
|
6,535,572
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Notes to Financial Statements
|
As of August 31, 2022
|
Private
Investments
|
Total
Private
Investments
|
||||
Opening Balance
|
$ 3,508,800
|
$ 3,508,800
|
|||
Purchases
|
4,175,000
|
4,175,000
|
|||
Principal payments/sales
|
-
|
-
|
|||
Accrued discounts (premiums)
|
-
|
-
|
|||
Realized Gains
|
-
|
-
|
|||
Unrealized Gains
|
(1,148,228)
|
(1,148,228)
|
|||
Ending Balance
|
$ 6,535,572
|
$ 6,535,572
|
|||
Security
|
Unobservable Input -
Percentile of Guideline
Public Company
Performance
|
Estimated
Fair Value as
of August 31,
2022
|
If Percentile of
Guideline Public
Company
Performance was
|
Hypothetical
Impact on
Valuation
|
EAS Investors I, LP
|
75th Percentile
|
$3,012,399
|
50th Percentile
|
25% decrease in value
|
Stream-IT App, Inc.
|
90th Percentile
|
$3,523,173
|
50th Percentile
|
26% decrease in value
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Notes to Financial Statements
|
As of August 31, 2022
|
Security Name
|
Share
Balance at
Beginning
of year
|
Purchases
(Shares)
|
Sales
(Shares)
|
Share
Balance at
8/31/2022
|
Realized
Gain/Loss
|
Dividend/
Interest
Income
|
Change in
Unrealized
Gain (Loss)
|
Fair Value at
8/31/2022
|
BioCardia, Inc.
|
1,026,794
|
-
|
1,026,794
|
-
|
$(1,694,159)
|
$ -
|
$ 1,093,966
|
$ -
|
Collplant
Biotechnologies
Ltd.
|
563,030
|
131,926
|
89,519
|
605,437
|
$ 744,436
|
$ -
|
$(5,351,683)
|
$4,522,614
|
EAS Investors I,
LP
|
N/A
|
N/A
|
-
|
N/A
|
$ -
|
$ -
|
$(496,401)
|
$3,012,399
|
Enzo Biochem,
Inc.*
|
2,886,771
|
-
|
496,560
|
2,390,211
|
$ 720,905
|
$ -
|
$(3,656,295)
|
$5,784,311
|
FLYHT
Aerospace
Solutions Ltd.
|
2,500,000
|
-
|
-
|
2,500,000
|
$ -
|
$ -
|
$ (145,434)
|
$1,598,660
|
GSI Technology,
Inc.
|
1,956,103
|
-
|
18,699
|
1,937,404
|
$ (11,782)
|
|
$(4,414,737)
|
$6,451,555
|
Qumu Corp.
|
1,098,552
|
12,509
|
-
|
1,111,061
|
$ -
|
$ -
|
$(2,516,046)
|
$726,856
|
Stream-ITApp,
Inc.
|
-
|
3,652,988
|
-
|
3,652,988
|
$ -
|
-
|
$(651,827)
|
$3,523,173
|
TOTAL
|
10,031,250
|
3,797,423
|
1,631,572
|
12,197,101
|
$(240,600)
|
|
$(16,138,457)
|
$25,619,568
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Notes to Financial Statements
|
As of August 31, 2022
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Notes to Financial Statements
|
As of August 31, 2022
|
2.
|
Risk Considerations
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Notes to Financial Statements
|
As of August 31, 2022
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Notes to Financial Statements
|
As of August 31, 2022
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Notes to Financial Statements
|
As of August 31, 2022
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Notes to Financial Statements
|
As of August 31, 2022
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Notes to Financial Statements
|
As of August 31, 2022
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Notes to Financial Statements
|
As of August 31, 2022
|
3.
|
Transactions with Affiliates and Service Providers
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Notes to Financial Statements
|
As of August 31, 2022
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Notes to Financial Statements
|
As of August 31, 2022
|
Purchases of Securities
|
Proceeds from Sales of Securities
|
$51,398,809
|
$39,161,064
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Notes to Financial Statements
|
As of August 31, 2022
|
Description
|
Cost ($)
|
Sales
Proceeds
($)
|
Realized
Gain
(Loss)
(% of Cost)
|
Realized
Gain
(Loss)($)
|
|||
Allot Ltd.
|
$ 391,022
|
$ 420,185
|
7.46%
|
$ 29,163
|
|||
Amyris, Inc.
|
3,360,251
|
1,411,870
|
-57.98%
|
(1,948,381)
|
|||
Barnes & Noble Education, Inc.
|
449,048
|
604,267
|
34.57%
|
155,219
|
|||
Biocardia, Inc.
|
4,123,008
|
2,428,849
|
-41.09%
|
(1,694,159)
|
|||
Collplant Biotechnologies Ltd.
|
1,223,780
|
1,968,216
|
60.83%
|
744,436
|
|||
comScore, Inc.
|
787,675
|
527,848
|
-32.99%
|
(259,827)
|
|||
Dundee Precious Metals, Inc.
|
1,620,135
|
1,934,718
|
19.42%
|
314,583
|
|||
eHealth, Inc.
|
8,026,043
|
6,099,029
|
-24.01%
|
(1,927,014)
|
|||
Enzo Biochem, Inc.
|
1,124,975
|
1,845,881
|
64.08%
|
720,906
|
|||
Eros STX Global Corp.
|
1,816,832
|
1,021,614
|
-43.77%
|
(795,218)
|
|||
Exterran Corp.
|
1,533,333
|
1,959,538
|
27.80%
|
426,205
|
|||
GSI Technology Inc
|
87,885
|
76,103
|
-13.41%
|
(11,782)
|
|||
Korean Investment Holdings Co.
|
2,794,383
|
2,812,079
|
0.63%
|
17,696
|
|||
Laredo Petroleum, Inc.
|
4,332,732
|
5,800,483
|
33.88%
|
1,467,751
|
|||
Ricebran Technologies, Inc.
|
1,440,397
|
708,236
|
-50.83%
|
(732,161)
|
|||
Streamline Health, Inc.
|
3,150,623
|
3,101,978
|
-1.54%
|
(48,645)
|
|||
Tetra Technologies, Ltd.
|
1,326,555
|
2,181,485
|
64.45%
|
854,930
|
|||
U.S. Treasury Note
|
2,499,767
|
2,511,133
|
0.45%
|
11,366
|
|||
Venus Concept, Inc.
|
986,619
|
1,261,105
|
27.82%
|
274,486
|
|||
Wayside Technologies Ltd.
|
384,848
|
486,448
|
26.40%
|
101,600
|
|||
Total Realized Loss (a)
|
(2,298,846)
|
||||||
ROUMELL OPPORTUNISTIC VALUE FUND |
Notes to Financial Statements
|
As of August 31, 2022
|
Fiscal Years Ended
|
Distributions from
Ordinary Income
|
Distributions from Long-
Term Capital Gains
|
August 31, 2022
|
$46,921,755
|
$688,245
|
August 31, 2021
|
$ 23,660
|
$ -
|
Paid in Capital
|
$ (214,354)
|
Accumulated Deficit
|
214,354
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Notes to Financial Statements
|
As of August 31, 2022
|
Cost of Investments
|
$ 113,470,588
|
|
Gross Unrealized Appreciation
|
949,504
|
|
Gross Unrealized Depreciation
|
(44,856,500)
|
|
Net Unrealized Depreciation
|
(43,906,996)
|
|
Late Year Losses
|
(601,157)
|
|
Post-October Losses
|
(6,034,482)
|
|
Accumulated Deficit
|
$ (50,542,635)
|
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Notes to Financial Statements
|
As of August 31, 2022
|
|
|
|
|
BBD, LLP |
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Additional Information
(Unaudited)
|
As of August 31, 2022
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Additional Information
(Unaudited)
|
As of August 31, 2022
|
Institutional Class Shares
|
Beginning
Account Value
March 1, 2022
|
Ending
Account Value
August 31, 2022
|
Expenses Paid
During Period*
|
Actual
Hypothetical (5% annual return before
expenses)
|
$1,000.00
|
$ 802.50
|
$5.59
|
$1,000.00
|
$1,019.00
|
$6.26
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Additional Information
(Unaudited)
|
As of August 31, 2022
|
(i)
|
Nature, Extent, and Quality of Services. The Trustees considered the responsibilities of the Advisor
under the Investment Advisory Agreement. The Trustees reviewed the services being provided by the Advisor to the Fund including, without limitation, the quality of its investment advisory services since the Fund’s inception (including
research and recommendations with respect to portfolio securities); its procedures for formulating investment recommendations and assuring compliance with the Fund’s investment objectives, policies, and limitations; its coordination of
services for the Fund among the Fund’s service providers; and its efforts to promote the Fund, grow the Fund’s assets, and assist in the distribution of Fund shares. The Trustees evaluated: the Advisor’s staffing, personnel, and methods
of operating; the education and experience of the Advisor’s personnel; the Advisor’s compliance program; and the financial condition of the Advisor.
After reviewing the foregoing information and further information in the memorandum from the Advisor (e.g.,
descriptions of the Advisor’s business, compliance program, and Form ADV), the Board concluded that the nature, extent, and quality of the services provided by the Advisor were satisfactory and adequate for the Fund.
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Additional Information
(Unaudited)
|
As of August 31, 2022
|
(ii)
|
Performance. The Trustees compared the performance of the Fund with the performance of its applicable peer group data
(e.g., Morningstar/Lipper peer group average) and the Fund’s benchmark indices. The Trustees noted that the Fund outperformed the peer group and category for all periods shown but underperformed the indices for the 10-year and since
inception periods. After reviewing the investment performance of the Fund, the Advisor’s experience managing the Fund, the Advisor’s historical investment performance, and other factors, the Board concluded that the investment
performance of the Fund and the Advisor was satisfactory.
|
(iii)
|
Fees and Expenses. The Trustees first noted the management fee for the Fund under the Investment
Advisory Agreement. The Trustees then compared the advisory fee and expense ratio of the Fund to other comparable funds. The Trustees noted that the management fee and expense ratio were higher than the peer group and category averages.
The Trustees considered the Advisor’s unique research and investment process in evaluating the fairness and reasonableness of its management fee, and the Trustees noted that the Advisor had explained that the Fund’s net expense ratio
was higher than the peer group and category averages due to the small size of the Fund compared to its peers. The Advisor noted that as the Fund’s assets under management grow, the net expense ratio may decline.
Following this comparison, and upon further consideration and discussion of the foregoing, the Board concluded that the fees to
be paid to the Advisor by the Fund were not unreasonable in relation to the nature and quality of the services provided by the Advisor and that they reflected charges that were within a range of what could have been negotiated at arm’s
length.
|
(iv)
|
Profitability. The Board reviewed the Advisor’s profitability analysis in connection with its management of the Fund over the past twelve months. The Board noted that the Advisor
realized a profit for the prior twelve months of operations. The Board considered the quality of the Advisor’s service to the Fund, and after further
discussion, concluded that the Advisor’s level of profitability was not excessive.
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Additional Information
(Unaudited)
|
As of August 31, 2022
|
(v)
|
Economies of Scale. In this regard, the Trustees reviewed the Fund’s operational history and noted that the size of the
Fund had not provided an opportunity to realize economies of scale. The Trustees then reviewed the Fund’s fee arrangements for breakpoints or other provisions that would allow the Fund’s shareholders to benefit from economies of scale
in the future as the Fund grows. The Trustees determined that the maximum management fee would stay the same regardless of the Fund’s asset levels. The Trustees noted that the Fund was a relatively small size and economies of scale
were unlikely to be achievable in the near future. It was pointed out that breakpoints in the advisory fee could be reconsidered in the future as the Fund grows.
Conclusion. Having reviewed and discussed in depth such information from the Advisor as the Trustees believed to be reasonably
necessary to evaluate the terms of the Investment Advisory Agreement and as assisted by the advice of legal counsel, the Trustees concluded that renewal of the Investment Advisory Agreement was in the best interest of the
shareholders of the Fund.
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Additional Information
(Unaudited)
|
As of August 31, 2022
|
Name and
Date of Birth |
Position
held with Funds or Trust |
Length
of Time
Served
|
Principal Occupation
During Past 5 Years |
Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
|
Other Directorships
Held by Trustee During Past 5 Years |
Independent Trustees
|
|||||
James H. Speed, Jr.
(06/1953) |
Chairman and Independent Trustee
|
Trustee since 7/09, Chair since 5/12
|
Retired Executive/Private Investor
|
14
|
Independent Trustee of the Brown Capital Management Mutual Funds for all its series from 2011 to present, Centaur Mutual Funds Trust for
all its series from 2013 to present, WST Investment Trust for all its series from 2013 to present, and Chesapeake Investment Trust for all its series from 2016 to present (all registered investment companies). Member of Board of Directors
of Communities in Schools of N.C. from 2001 to present. Member of Board of Directors of Investors Title Company from 2010 to present. Member of Board of Directors of AAA Carolinas from 2011 to present. Previously, Independent Trustee of
the Hillman Capital Management Trust from 2009 to 2021. Previously, Independent Trustee of the Leeward Investment Trust from 2018 to 2020. Previously, member of Board of Directors of M&F Bancorp Mechanics & Farmers Bank from 2009
to 2019. Previously, member of Board of Visitors of North Carolina Central University School of Business from 1990 to 2016. Previously, Board of Directors of NC Mutual Life Insurance Company from 2004 to 2016.
|
Theo H. Pitt, Jr.
(04/1936) |
Independent Trustee
|
Since 9/10
|
Senior Partner, Community Financial Institutions Consulting (financial consulting) since 1999.
|
14
|
Independent Trustee of ETF Opportunities Trust for all its series from 2019 to present, World Funds Trust for all its series from 2013 to
present, Chesapeake Investment Trust for all its series from 2002 to present, and Hillman Capital Management Investment Trust for all its series from 2000 to present (all registered investment companies). Senior Partner of Community
Financial Institutions Consulting from 1997 to present. Previously, Independent Trustee of the Leeward Investment Trust from 2011 to 2021. Previously, Partner at Pikar Properties from 2001 to 2017.
|
Michael G. Mosley
(01/1953) |
Independent Trustee
|
Since 7/10
|
Owner of Commercial Realty Services (real estate) since 2004.
|
14
|
None.
|
J. Buckley Strandberg
(03/1960) |
Independent Trustee
|
Since 7/09
|
President of Standard Insurance and Realty since 1982.
|
14
|
None.
|
ROUMELL OPPORTUNISTIC VALUE FUND |
Additional Information
(Unaudited)
|
As of August 31, 2022
|
Name and
Date of Birth |
Position held with
Funds or Trust |
Length
of Time Served |
Principal Occupation
During Past 5 Years |
Officers
|
|||
Katherine M. Honey
(09/1973) |
President and Principal Executive Officer
|
Since 05/15
|
President of The Nottingham Company since 2018. EVP of The Nottingham Company from 2008 to 2018.
|
Ashley H. Lanham
(03/1984)
|
Treasurer, Assistant Secretary, Principal Accounting Officer and Principal Financial Officer
|
Since 05/15
|
Managing Director of Fund Administration, The Nottingham Company since 2008.
|
Tracie A. Coop
(12/1976) |
Secretary
|
Since 12/19
|
General Counsel, The Nottingham Company since 2019. Formerly, Vice President and Managing Counsel, State Street Bank and Trust Company
from 2015 to 2019. Formerly, General Counsel for Santander Asset Management USA, LLC from 2013 to 2015.
|
Andrea M. Knoth
(09/1983) |
Chief Compliance Officer
|
Since 06/22
|
Director of Compliance, The Nottingham Company since 2022. Formerly, Senior Fund Compliance Administrator, Ultimus Fund Solutions from
2019 to 2022. Formerly, Associate Director of Operational Compliance, Barings from 2018 to 2019. Formerly, Senior Fund Compliance Administrator, Gemini Fund Services from 2012 to 2018.
|
|
(Continued) |
ROUMELL OPPORTUNISTIC VALUE FUND |
Additional Information
(Unaudited)
|
As of August 31, 2022
|
ITEM 2. |
CODE OF ETHICS. |
(a) |
The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial
officer, and principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party (the “Code of Ethics”).
|
(c) |
During the period covered by this report, there have been no substantive amendments to the provisions of the Code of Ethics.
|
(d) |
During the period covered by this report, the registrant did not grant any waivers to the provisions of the Code of Ethics.
|
(f)(1) |
A copy of the Code of Ethics is filed with this Form N-CSR as Exhibit 13(a)(1).
|
ITEM 3. |
AUDIT COMMITTEE FINANCIAL EXPERT. |
ITEM 4. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
(a)
|
Audit Fees – Audit fees billed for the Roumell Opportunistic Value Fund (the “Fund”), a series of the Trust, for the last two
fiscal years are reflected in the table below. These amounts represent aggregate fees billed for each of the last two fiscal years for professional services rendered by the registrant’s independent accountant, BBD, LLP (“Accountant”), in
connection with the annual audit of the registrant’s financial statements and for services that are normally provided by the Accountant in connection with the registrant’s statutory and regulatory filings or engagements for those fiscal
years.
|
Fund
|
August 31, 2022
|
August 31. 2021
|
Roumell Opportunistic Value Fund
|
$11,250
|
$11,250
|
(b)
|
Audit-Related Fees – There were no additional fees billed in the fiscal years ended August 31, 2021, and August 31, 2022, for
assurance and related services by the Accountant that were reasonably related to the performance of the audit of the Fund’s financial statements and that were not reported under paragraph (a) of this Item.
|
(c)
|
Tax Fees – The tax fees billed in each of the last two fiscal years ended for professional services rendered by the Accountant for
tax compliance, tax advice, and tax planning are reflected in the table below. These services were for the completion of the Fund’s federal and state income tax returns, excise tax returns, and assistance with distribution calculations.
|
Fund
|
August 31,
2022 |
August 31,
2021 |
Roumell Opportunistic Value Fund
|
$3,000
|
$3,000
|
(d)
|
All Other Fees – There were no other fees billed in each of the fiscal years ended August 31, 2021 and August 31, 2022 for
products and services provided by the Accountant, other than the services reported in paragraphs (a) through (c) of this item.
|
(e)(1) |
The registrant’s Board of Trustees pre-approved the engagement of the Accountant for the last two fiscal years at an audit committee meeting of the Board of Trustees called for
such purpose; and will pre-approve the Accountant for each fiscal year thereafter at an audit committee meeting called for such purpose. The charter of the audit committee states that the audit committee should pre-approve any audit
services and, when appropriate, evaluate and pre-approve any non-audit services provided by the Accountant to the registrant and to pre-approve, when appropriate, any non-audit services provided by the Accountant to the registrant’s
investment adviser, or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant if the engagement relates directly to the operations and financial reporting
of the registrant.
|
(2) |
There were no services as described in each of paragraph (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
Regulation S-X.
|
(f) |
Not applicable.
|
(g) |
Aggregate non-audit fees billed by the Accountant to the Fund for services rendered for the fiscal years ended August 31, 2021, and August 31, 2022, were $3,000 and $3,000,
respectively. There were no fees billed by the Accountant for non-audit services rendered to the Fund’s investment adviser, or any other entity controlling, controlled by, or under common control with the Fund’s investment adviser.
|
(h) |
Not applicable.
|
ITEM 5. |
AUDIT COMMITTEE OF LISTED REGISTRANTS. |
ITEM 6. |
SCHEDULE OF INVESTMENTS. |
ITEM 7.
|
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
ITEM 8. |
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
ITEM 9.
|
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
ITEM 10. |
SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS. |
Item 11. |
CONTROLS AND PROCEDURES. |
(a) |
The Registrant maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the
Registrant’s filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Investment Company Act of 1940, as amended, is recorded, processed, summarized and reported within the periods specified in the rules and
forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to the Registrant’s management, including its principal executive officer and principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure. The Registrant’s management, including the principal executive officer and principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control objectives.
|
(b) |
There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during 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. |
DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
ITEM 13. |
EXHIBITS. |
(a)(1) |
Code of Ethics required by Item 2 of Form N-CSR is filed herewith.
|
(a)(2) |
Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 are
filed herewith.
|
(b) |
Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 and
Section 906 of the Sarbanes-Oxley Act of 2002 are filed herewith.
|
Starboard Investment Trust
|
||
/s/ Katherine M. Honey
|
||
Date: June 1, 2023
|
Katherine M. Honey
President and Principal Executive Officer
|
|
|
||
/s/ Katherine M. Honey
|
|
Date: June 1, 2023
|
Katherine M. Honey
President and Principal Executive Officer
|
/s/ Peter McCabe
|
|
Date: June 1, 2023
|
Peter McCabe
Treasurer, Principal Accounting Officer, and Principal Financial Officer
|
1.
|
Covered Officers/Purpose of the Supplemental Code
|
a.
|
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
b.
|
Full, fair, accurate, timely and understandable disclosure in reports and documents that registrant files with, or submits to, the SEC and in other public
communications made by the Trust;
|
c.
|
Compliance with applicable laws and governmental rules and regulations;
|
d.
|
The prompt internal reporting of violations of this Code of Ethics to an appropriate person or persons identified in the Code of Ethics; and
|
e.
|
Accountability for adherence to this Code of Ethics.
|
2.
|
Ethical Handling of Conflicts of Interest
|
a.
|
Not use his personal influence or personal relationships improperly to influence Investment decisions or financial reporting by the Trust whereby the Covered Officer
would benefit personally to the detriment of the Trust;
|
b.
|
Not cause the Trust to take action, or fail to take action, for the individual personal benefit of the Covered Officer to the detriment of the Trust;
|
c.
|
Not use material non-public knowledge of portfolio transactions made or contemplated for the Trust to trade personally or cause others to trade personally in
contemplation of the market effect of such transactions;
|
d.
|
Report at least annually any affiliations or other relationships related to conflicts of interest that the Trustees and Officers Questionnaire covers.
|
a.
|
Service as a trustee on the board of any public company; The receipt of non-nominal gifts (currently gifts in excess of $200);
|
b.
|
The receipt of entertainment from any company with which the Trust has current or prospective business dealings, including investments in such companies, unless such
entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any questions of impropriety;
|
c.
|
Any ownership interest in, or any consulting or employment relationship with, any of the Service Providers, other than its Advisor, principal underwriter,
Administrator or any affiliated person thereof;
|
d.
|
A direct or indirect financial interest in commissions, transaction charges or spreads paid by the Trust for effecting portfolio transactions or for selling or
redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.
|
3.
|
Disclosure and Compliance
|
a.
|
Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Trust;
|
b.
|
Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Trust to others, whether within or outside the Trust,
including to the Trustees and auditors, and to governmental regulators and self-regulatory organizations;
|
c.
|
Each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Trust and the advisor or
administrator, as appropriate, with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Trust files with, or submits to, the SEC and in other public communications made by the
Trust; and
|
d.
|
It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.
|
4.
|
Reporting and Accountability
|
a.
|
Upon adoption of this Code of Ethics (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read, and
understands the Code of Ethics;
|
b.
|
Annually thereafter affirm to the Board that he has complied with the requirements of this Code of Ethics;
|
c.
|
Not retaliate against any other Covered Officer or any employee of the Trust or their affiliated persons for reports of potential violations that are made in good
faith; and
|
d.
|
Promptly notify the Audit Committee if he knows of any material violation of this Code of Ethics.
|
e.
|
The compliance officer of the Advisor (or such other Trust officer or other investigator as the Audit Committee may from time to time designate) (referred in this Code
of Ethics as the “Investigator”) shall take appropriate action to investigate any potential violations that are reported:
|
a.
|
The compliance officer of the Advisor (or such other Trust officer or other investigator as the Audit Committee may from time to time designate (referred to in this
Code of Ethics as the “Investigator”) shall take appropriate action to investigate any potential violations that are reported:
|
b.
|
If, after such investigation, the Investigator believes that no violation has occurred, the Investigator is not required to take any further action;
|
c.
|
Any matter that the Investigator believes is a violation will be reported to the Audit Committee;
|
d.
|
If the Audit Committee concurs that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may
include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment advisor, administrator, or their boards; or a recommendation to dismiss the Covered Officer;
|
e.
|
The Board will be responsible for granting waivers, as appropriate; and
|
5.
|
Other Policies and Procedures
|
6.
|
Amendments
|
7.
|
Confidentiality
|
8.
|
Internal Use
|
1. |
I have reviewed this report on Form N-CSR of the Roumell Opportunistic Value Fund, a series of the Starboard Investment Trust;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations,
changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company
Act of 1940) and internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this
report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
|
By:
|
/s/ Katherine M. Honey
|
|
Katherine M. Honey
President and Principal Executive Officer
|
||
Date:
|
June 1, 2023
|
1. |
I have reviewed this report on Form N-CSR of the Roumell Opportunistic Value Fund, a series of the Starboard Investment Trust;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations,
changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company
Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this
report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
|
By:
|
/s/ Peter McCabe
|
|
Peter McCabe
Treasurer, Principal Accounting Officer, and Principal Financial Officer
|
||
Date:
|
June 1, 2023
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.
|
By:
|
/s/ Katherine M. Honey
|
|
Katherine M. Honey
President and Principal Executive Officer
|
||
Date:
|
June 1, 2023
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.
|
By:
|
/s/ Peter McCabe
|
|
Peter McCabe
Treasurer, Principal Accounting Officer, and Principal Financial Officer
|
||
Date:
|
June 1, 2023
|
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