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, 17th Floor

 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, 2014


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.



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PSG TACTICAL GROWTH FUND



ANNUAL REPORT



March 31, 2014











PSG TACTICAL GROWTH FUND


MANAGER COMMENTARY

MARCH 31, 2014 (UNAUDITED)


PSG Tactical Growth Fund


Manager Commentary

March 31, 2014 (unaudited)


Dear Shareholder:


For the fiscal year ended, March 31, 2014, the PSG Tactical Growth Fund (the “Fund”) had positive returns of 7.63%.  The Fund outperformed its benchmark, the HFRX Absolute Return Index (the “Index”), which had returns of 4.20% during the period.   The Fund’s outperformance is primarily attributable to advisor industry analysis and stock selection.


The Fund maintained an overweight position, relative to the Index, in Health Care related equities (14.14%).  This positively impacted the Fund’s performance.  Several of the Fund’s heath care holdings, as shown below by way of example, experienced catalysts that significantly increased their stock prices.


Forest Laboratories (2.28% of portfolio) newly hired CEO, Brent Saunders, meaningfully increased shareholder value.  On 2/18/14 a deal was announced that Actavis (ACT) would acquire Forest Labs for a combination of cash and equity valued at approximately $25 billion or $89.48 per Forest share (a 25% premium over Forest’s preannouncement closing price.  We began to reduce this position in the Fund as we believe further upside is limited.


Valeant Pharmaceuticals (1.89% of portfolio) continues with its growth by acquisition strategy.  The company impressed investors earlier this year by announcing strong guidance for 2014, including the expectation that earnings and revenues will be 40% higher than 2013.  CEO Michael Pearson also announced his intent to grow the company into one of the top 5 largest drug companies by 2016.  Shares climbed 17% in the three days following these announcements.  The stock was up 96.42% in 2013.


We remained cautious about fixed income for most of 2013, but believe that the downturn in mid-2013 was an overreaction by investors to the risk of increasing interest rates.  We initiated positions in several closed-end municipal bond funds, which were trading at significant discounts to their historical averages and offered above average yields.  Municipal market conditions began to improve in January 2014 and these holdings have since rallied and contributed positively to the Fund’s performance.

 

The past year was one in which diversification negatively impacted performance.  Investors had to pick the right asset class which meant being significantly overweight equities to outperform in 2013.  Many other asset classes that the Fund is invested in including bonds, preferred stocks, and gold and precious metals were detractors from performance.  In addition, our hedging strategies negatively impacted performance.


Going forward, we believe the spread between asset class performance should revert to more historical norms.  In addition, we believe investors should reduce their expectations for returns from the stock market.  We will continue to invest in what we feel are undervalued securities, while maintaining a disciplined approach to selling those that are no longer attractive.  We also will use cash and other hedging strategies as needed in an attempt to protect against losses.  Thank you for your investment in PSG Tactical Growth Fund.


Sincerely,

Jonathan Giordani

Portfolio Manager




PSG TACTICAL GROWTH FUND


PERFORMANCE ILLUSTRATION

MARCH 31, 2014 (UNAUDITED)


AVERAGE ANNUALIZED TOTAL RETURNS AS OF 3/31/2014


 

1 Year

Since Inception *

Ending Value

PSG Tactical Growth Fund

7.63%

5.11%

 $         11,000

HFRX Absolute Return Index

4.20%

2.88%

 $         10,558


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


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


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


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


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




PSG TACTICAL GROWTH FUND


GRAPHICAL ILLUSTRATION

MARCH 31, 2014 (UNAUDITED)




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


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Per the fee table in the July 29, 2013 prospectus, the Fund’s total annual operating expense ratio was 3.06%.


Sectors are categorized using Morningstar® classifications.


Portfolio composition is subject to change.  


Excludes securities sold short and options written.




PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS

MARCH 31, 2014


Shares/Principal

 

 

Value

 

 

 

 

COMMON STOCK - 53.08%

 

 

 

 

 

Agricultural Chemicals - 0.64%

 

3,769

 

Potash Corp. of Saskatchewan, Inc.

$       136,513

 

 

 

 

Application Software - 0.61%

 

3,130

 

Oracle Corp. (a)

128,048

 

 

 

 

Beverages - 0.23%

 

 

647

 

Crimson Wine Group, Ltd. *

5,726

1,869

 

Pernod-Ricard SA ADR

43,548

 

 

 

49,274

Cigarettes - 0.64%

 

 

3,593

 

Altria Group, Inc. (b)

134,486

 

 

 

 

Communication Services - 0.70%

 

1,952

 

DIRECTV  *

149,172

 

 

 

 

Crude Petroleum & Natural Gas - 3.95%

 

3,090

 

Anadarko Petroleum Corp.

261,908

9,450

 

Chesapeake Energy Corp.

242,109

2,481

 

Total SA

162,754

1,770

 

Occidental Petroleum Corp.

168,663

 

 

 

835,434

Drilling Oil & Gas Wells - 0.48%

 

2,447

 

Transocean Ltd.

101,159

 

 

 

 

Electronic Components & Accessories - 0.59%

 

6,000

 

Corning, Inc. (a) (b)

124,920

 

 

 

 

Electronic Computers - 1.02%

 

402

 

Apple, Inc. (b)

215,769

 

 

 

 

Functions Related to Depository Banking - 0.22%

 

4,752

 

Banco Santander, S.A. ADR

45,524

 

 

 

 

Fire, Marine & Casualty Insurance - 5.00%

 

537

 

Alleghany Corp. *

218,763

8,770

 

American International Group, Inc. (b)

438,588

663

 

Fairfax Financial Holdings Ltd. (b)

287,145

2,600

 

Loews Corp. (b)

114,530


* Represents non-income producing security.

ADR - American Depositary Receipt

(a) Subject to call option written.

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

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




PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

MARCH 31, 2014


Shares/Principal

 

 

Value

Gold & Silver Ores - 1.44%

 

1,403

 

Agnico Eagle Mines Ltd.

42,441

2,925

 

AngloGold Ashanti Ltd. ADR (b)

49,959

4,391

 

Barrick Gold Corp.

78,292

675

 

Goldcorp, Inc. (b)

16,524

500

 

Newmont Mining Corp.

11,720

975

 

Sibanye Gold Ltd. ADR

8,122

4,348

 

Silver Wheaton Corp.

98,700

 

 

 

305,758

Hospital & Medical Service Plans - 3.40%

 

3,790

 

Aetna, Inc. (a)

284,136

2,027

 

Cigna Corp.

169,721

2,678

 

WellPoint, Inc.

266,595

 

 

 

720,452

Household Audio & Video Equipment - 0.43%

 

4,800

 

Sony Corp.

91,776

 

 

 

 

Insurance Agents, Brokers & Services - 2.23%

 

1,386

 

Aon Plc Class A

116,812

332

 

Markel Corp. * (b)

197,905

3,580

 

Willis Group Holdings PLC.

157,985

 

 

 

472,702

Life Insurance - 0.48%

 

1,910

 

Metlife, Inc.

100,848

 

 

 

 

Lumber & Wood Products - 1.39%

 

10,491

 

Leucadia National Corp. (b)

293,748

 

 

 

 

Malt Beverages - 0.12%

 

103

 

Boston Beer, Inc. Class A * (b)

25,207

 

 

 

 

Mining & Quarrying of Nonmetallic Minerals - 0.50%

 

4,988

 

Cloud Peak Energy, Inc. (a) (b) *

105,446

 

 

 

 

Motor Vehicles & Passenger Car Bodies - 2.41%

 

14,831

 

General Motor Co. (b)

510,483

 

 

 

 

Oil & Gas Field Services - 0.50%

 

1,810

 

Halliburton Co. (b)

106,591


* Represents non-income producing security.

ADR - American Depositary Receipt

(a) Subject to call option written.

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

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


PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

MARCH 31, 2014


Shares/Principal

 

 

Value

Oil & Gas Machinery & Equipment - 0.49%

 

1,325

 

National Oilwell Varco, Inc.

103,178

 

 

 

 

Packaged Foods - 0.41%

 

1,148

 

Nestle ADR

86,353

 

 

 

 

Paper Mills - 0.51%

 

5,369

 

Resolute Forest Products, Inc. *

107,863

 

 

 

 

Petroleum Refining - 3.58%

 

13,508

 

BP PLC. ADR (b)

649,735

1,548

 

ConocoPhillips (b)

108,902

 

 

 

758,637

Pharmaceutical Preparations - 9.10%

 

3,000

 

AstraZeneca Plc. ADR (b)

194,640

5,164

 

Forest Labs, Inc. * (b)

476,482

1,784

 

Johnson & Johnson (b)

175,242

1,778

 

Novartis AG ADR

151,166

3,040

 

Sanofi

158,931

7,042

 

Teva Pharmaceutical Industries Ltd. ADR

372,099

3,029

 

Valeant Pharmaceuticals International, Inc. *

399,313

 

 

 

1,927,873

Plastic Materials, Synthetic Resins & Nonvulcan Elastomers - 0.90%

 

3,929

 

The Dow Chemical Co.

190,910

 

 

 

 

Primary Smelting & Refining of Nonferrous Metals - 1.13%

 

14,224

 

Horsehead Holding Corp. *

239,248

 

 

 

 

Radio & TV Broadcasting & Communications Equipment - 1.82%

 

5,194

 

Vodafone Group Plc. ADR

191,191

2,452

 

QUALCOMM, Inc.

193,365

 

 

 

384,556

Regional Banks-Europe - 0.18%

 

1,000

 

BNP Paribas SA

38,720

 

 

 

 

Retail-Drug Stores & Proprietary Stores - 0.00%

 

7

 

Walgreen Co.

462

 

 

 

 

Retail-Variety Stores - 0.86%

 

3,480

 

Dollar Tree, Inc. *

181,586


* Represents non-income producing security.

ADR - American Depositary Receipt

(a) Subject to call option written.

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

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


PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

MARCH 31, 2014


Shares/Principal

 

 

Value

Security Brokers, Dealers & Flotation Companies - 0.98%

 

6,427

 

Credit Suisse Group AG ADR

208,106

 

 

 

 

Services-Business Services - 0.92%

 

4,451

 

Sotheby's Class A

193,841

 

 

 

 

Services-Detective, Guard & Armored Car Services - 0.46%

 

1,860

 

Allegion Plc.

97,036

 

 

 

 

Services-Miscellaneous Health & Allied Services - 1.33%

 

4,093

 

DaVita Healthcare Partners, Inc. *

281,803

 

 

 

 

Services-Motion Picture & Video Tape Production - 0.36%

 

2,900

 

DreamWorks Animation, Inc. Class A *

76,995

 

 

 

 

Soap, Detergents, Cleaning Preparations, Perfumes & Cosmetics - 0.49%

 

1,295

 

Procter & Gamble Co.

104,377

 

 

 

 

Surgical & Medical Instruments & Apparatus - 1.03%

 

2,973

 

Covidien Plc.

218,991

 

 

 

 

Telephone Communications - 0.18%

 

2,456

 

Telefonica Sa ADR

38,780

 

 

 

 

Wholesale-Chemicals & Allied Products - 0.50%

 

1,066

 

Ashland, Inc.

106,046

 

 

 

 

Wholesale-Groceries & Related Products - 0.87%

 

5,070

 

Sysco Corp. (b)

183,179

 

 

 

 

TOTAL COMMON STOCK (Cost $8,896,057) - 53.08%

11,240,876

 

 

 

 

CLOSED-END MUTUAL FUNDS - 12.53%

 

6,380

 

BlackRock Credit Allocation Income Trust IV

86,258

16,666

 

BlackRock MuniAssets Fund, Inc.

205,325

6,445

 

BlackRock MuniYield Fund, Inc.

88,619

5,300

 

BlackRock Virginia Municipal Bond Trust

81,461

12,000

 

Calamos Convertible & High Income Fund

161,760

7,500

 

Doubleline Opportunistic Credit Fund

173,625

16,084

 

DSW Municipal Income Trust

210,057


* Represents non-income producing security.

ADR - American Depositary Receipt

(a) Subject to call option written.

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

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


PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

MARCH 31, 2014


Shares/Principal

 

 

Value

CLOSED-END MUTUAL FUNDS – (Continued)

 

13,362

 

John Hancock Preferred Income Fund II

266,706

6,511

 

Nuveen Dividend Advantage Municipal Fund

87,182

14,823

 

Nuveen Dividend Advantage Municipal Income Fund

197,591

15,068

 

Nuveen Quality Income Municipal Fund, Inc.

200,254

15,199

 

Nuveen Municipal Advantage Fund, Inc.

197,283

9,685

 

PIMCO Corporate Opportunity Fund

174,911

6,000

 

PIMCO Dynamic Income Fund

181,920

5,700

 

PIMCO Income Opportunity Fund

160,911

22,350

 

Templeton Global Income Fund, Inc.

179,694

TOTAL CLOSED-END MUTUAL FUNDS (Cost $2,613,454) - 12.53%

      2,653,557

 

 

 

 

Shares/Principal

 

 

Value

 

 

 

 

CORPORATE BONDS - 2.62%

 

100,000

 

Caesar's Entertainment Operating Co., Inc. 12.75%, 04/15/18

50,500

50,000

 

Clear Channel Communications, Inc. 9.00%, 03/01/21

52,187

25,000

 

Clear Channel Communications, Inc. 5.50%, 09/15/14

25,259

70,000

 

First Data Corp. 12.625%, 01/15/21

83,300

77,000

 

Nuveen Investments, Inc. 5.50%, 09/15/15

78,155

274,000

 

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

265,780

TOTAL CORPORATE BONDS (Cost $560,368) - 2.62%

         555,181

 

 

 

 

EXCHANGE TRADED FUNDS - 3.77%

 

13,985

 

iShares MSCI Japan Index

158,450

1,000

 

Market Vectors Gold Miners ETF (b)

23,605

3,730

 

Market Vectors Junior Gold Miners *

135,101

3,220

 

SPDR Gold Shares

398,024

2,000

 

Utilities Select Sector SPDR

82,920

TOTAL EXCHANGE TRADED FUNDS (Cost $885,142) - 3.77%

         798,100

 

 

 

 

PREFERRED STOCK - 6.78%

 

4,535

 

Ally Financial PFD, Series A, 8.50%, Perpetual 5/15/16

124,032

6,913

 

American Realty Capital Properties, Inc., Series F, 6.70%, 12/31/49

157,409

4,710

 

BB&T Corp., Series E, 5.625%, 12/31/49

105,457

2,000

 

Citigroup Cap XIII 7.875%, 10/30/40

55,480

4,338

 

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

102,832

2,172

 

ING Groep NV 7.05%, 12/31/49

56,103

3,167

 

JP Morgan Chase Capital XXIX 6.70%, 04/02/40

81,202

4,507

 

Kimco Realty Corp., Series I, 6.00% 12/31/49

102,309

6,234

 

Metlife, Inc., Series B, 6.50%, Perpetual 6/19/14 (b)

156,785

6,544

 

Public Storage, Series W, 5.20%, Perpetual 1/16/18

137,555


* Represents non-income producing security.

ADR - American Depositary Receipt

(a) Subject to call option written.

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

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




PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

MARCH 31, 2014


Shares/Principal

 

 

Value

PREFERRED STOCK – (Continued)

 

4,136

 

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

104,930

2,900

 

Qwest Corp. NT 7.375%, 6/01/51

75,835

61

 

Wells Fargo & Co. PFD, Series L, 7.50%, Perpetual 12/31/49

71,553

4,219

 

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

105,200

TOTAL PREFERRED STOCK (Cost $1,463,682) - 6.78%

      1,436,682

 

 

 

 

REAL ESTATE INVESTMENT TRUST - 3.43%

 

34,933

 

American Realty Capital Properties, Inc.

489,761

1,284

 

American Tower Corp.

105,121

11,911

 

Annaly Capital Management, Inc. (b)

130,664

TOTAL REAL ESTATE INVESTMENT TRUST (Cost $687,462) - 3.43%

         725,546

 

 

 

 

U.S. GOVERNMENT AGENCIES AND OBLIGATIONS - 0.77%

 

70,000

 

U.S. Treasury Notes, 4.375%, 2/15/38

80,686

70,000

 

U.S. Treasury Notes, 4.50%, 2/15/36

82,162

TOTAL U.S. GOVERNMENT AGENCIES AND OBLIGATIONS (Cost $155,459) - 0.77%

         162,848

 

 

 

 

SHORT-TERM INVESTMENTS - 22.17%

 

4,693,808

 

Fidelity Institutional Treasury Only Money Market Class I 0.01% **

4,693,808

TOTAL SHORT-TERM INVESTMENTS (Cost $4,693,808) - 22.17%

      4,693,808

 

 

 

 

TOTAL INVESTMENTS (Cost $19,955,432) - 105.15%

$  22,266,598

 

 

 

 

LIABILITIES IN EXCESS OF OTHER ASSETS - (5.15)%

(1,090,334)

 

 

 

 

NET ASSETS - 100.00%

$  21,176,264


* Represents non-income producing security.

** Variable Rate Security, the coupon rate shown represents the annualized yield that was in effect at March 31, 2014.

ADR - American Depositary Receipt

(a) Subject to call option written.

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

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




 

 

PSG Tactical Growth Fund

 

 

 

Schedule of Securities Sold Short

 

 

 

March 31, 2014

 

 

 

 

 

Shares

 

 

Value

 

 

 

 

COMMON STOCK

 

 

 

 

 

Retail-Eating & Drinking Places

 

588

 

Starbucks Corp.

$              43,147

 

 

 

 

Retail-Retail Stores

 

625

 

PetSmart, Inc.

43,069

 

 

 

 

TOTAL COMMON STOCK (Proceeds $86,995)

86,216

 

 

 

 

 

 

 

 

EXCHANGE TRADED FUNDS

 

13,755

 

iShares MSCI Emerging Markets Index

564,093

2,760

 

iShares MSCI Mexico Capped

176,502

750

 

iShares Nasdaq Biotechnology

177,300

6,900

 

iShares Russell 2000 Index

802,746

4,433

 

ProShares Ultra QQQ *

440,862

3,435

 

ProShares Ultra S&P 500

361,740

957

 

SPDR S&P 500

178,969

TOTAL EXCHANGE TRADED FUNDS (Proceeds $2,219,423)

2,702,212

 

 

 

 

TOTAL SECURITIES SOLD SHORT (Proceeds $2,306,418)

$         2,788,428

 

 

 

 

 

 

 

 

* Represents non-income producing security.

 

 

 

 

 

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

 





PSG Tactical Growth Fund

Schedule of Options Written

March 31, 2014

 

 

 

 

CALL OPTIONS WRITTEN *

 

 

 

 

Shares Subject

Underlying Security

 

to Call

Expiration Date/Exercise Price

Value

 

 

 

 

Aetna, Inc.

 

1,600

April 2014 Call @ $80.00

$           160

 

 

 

 

Cloud Peak Energy, Inc.

 

2,000

May 2014 Call @ $20.00

2,900

 

 

 

 

Corning, Inc.

 

4,500

April 2014 Call @ $18.00

13,140

 

 

 

 

Oracle Corp.

 

1,500

June 2014 Call @ $40.00

3,225

 

 

 

 

 

 

 

Total Call Options (Premiums Received $5,205)

$      19,425

 

 

 

 

PUT OPTIONS WRITTEN *

 

 

 

 

Shares Subject

Underlying Security

 

to Put

Expiration Date/Exercise Price

Value

 

 

 

 

American Tower Corp.

 

1,200

May 2014 Put @ $77.50

$           900

 

 

 

 

BP Plc. ADR

 

1,000

July 2014 Put @ $45.00

700

 

 

 

 

General Motors Co.

 

1,300

June 2014 Put @ $34.00

2,197

 

 

 

 

National Oilwell Varco, Inc.

 

1,000

April 2014 Put @ $76.00

220

 

 

 

 

Sotheby's Class A

 

1,000

July 2014 Put @ $40.00

1,525

 

 

 

 

Transocean Ltd.

 

2,000

May 2014 Put @ $38.00

880

 

 

 

 

 

 

 

Total Put Options (Premiums Received $9,351)

$        6,422

 

 

 

       TOTAL WRITTEN OPTIONS (Premium Received $14,556)

$      25,847

 

 

 

* Represents non-income producing security.

 

 

 

 

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

 





 

PSG Tactical Growth Fund

 

 

Statement of Assets and Liabilities

 

 

March 31, 2014

 

 

 

 

Assets:

 

 

    Investments in Securities, at Value (Cost $19,955,432)

$        22,266,598

    Cash

 

12,853

    Cash with Broker for Securities Sold Short

1,890,067

    Receivables:

 

        Dividends and Interest

                52,630

        Shareholder Purchases

                43,108

    Prepaid Expenses

                  2,874

            Total Assets

         24,268,130

Liabilities:

 

 

    Options Written, at Value (Premiums Received $14,556)

25,847

    Securities Sold Short, at Value (Proceeds $2,306,418)

2,788,428

    Payables:

 

 

        Advisory Fees

43,176

        Distribution (12b-1) Fees

33

        Portfolio Securities Purchased

210,067

        Dividend and Interest Expense on Short Positions

2,265

        Accrued Expenses

                22,050

            Total Liabilities

           3,091,866

Net Assets

 

$        21,176,264

 

 

 

Net Assets Consist of:

 

    Paid In Capital

$        19,404,785

    Net Investment Income

201,455

    Accumulated Realized Loss on Investments

(247,841)

    Unrealized Appreciation in Value of Investments

           1,817,865

Net Assets

 

$        21,176,264

 

 

 

Shares Outstanding (Unlimited shares authorized with no par value)

1,925,651

 

 

 

Net Asset Value, Offering and Redemption Price Per Share

$                11.00

 

 

 

 

 

 

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

 





PSG Tactical Growth Fund

Statement of Operations

For the Year Ended March 31, 2014

 

 

 

Investment Income:

 

 

       Dividends (net of foreign withholding taxes of $3,959)

$                618,135

       Interest

 

                    52,030

            Total Investment Income

                  670,165

 

 

 

Expenses:

 

 

       Advisory Fees (Note 4)

                  227,242

       Transfer Agent & Accounting Fees

                    31,176

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

                    30,726

       Registration Fees

                      5,552

       Audit Fees

 

                    16,502

       Insurance Fees

 

                      7,253

       Miscellaneous Fees

                      6,463

       Custodial Fees

 

                      8,091

       Legal Fees

 

                    11,896

       Trustee Fees

 

                      8,679

       Printing and Mailing

                      1,183

       Interest Expense

 

                    72,029

       Dividend Expense

                    21,211

            Total Expenses

 

                  448,003

                 Fees Recouped by the Advisor (Note 4)

 

                      8,825

            Net Expenses

                  456,828

 

 

 

Net Investment Income

                  213,337

 

 

 

Realized Gain/(Loss) on:

 

       Investments in Securities

                  368,641

       Capital Gain Distributions from Investment Companies

                    22,334

       Investments in Options

                (162,777)

       Options Written

 

                    15,118

       Securities Sold Short

                (212,384)

            Net Realized Gain on Investments

                    30,932

 

 

 

Change in Unrealized Appreciation/(Depreciation) on:

 

       Investments in Securities

               1,483,876

       Investments in Options

                    14,015

       Options Written

 

                    16,352

       Securities Sold Short

                (383,529)

            Net Change in Unrealized Appreciation

               1,130,714

 

 

 

Net Realized and Unrealized Gain on Investments

               1,161,646

 

 

 

Net Increase in Net Assets Resulting from Operations

$              1,374,983

 

 

 

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

 





PSG Tactical Growth Fund

 

Statements of Changes in Net Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended

 

Period Ended

(a)

 

 

3/31/2014

 

3/31/2013

 

Increase (Decrease) in Net Assets From Operations:

 

 

 

 

    Net Investment Income (Loss)

$       213,337

 

 $      (70,536)

 

    Net Realized Gain (Loss) on Investments

           30,932

 

       (278,889)

 

    Change in Unrealized Appreciation on Investments

      1,130,714

 

          687,151

 

Net Increase in Net Assets Resulting from Operations

      1,374,983

 

          337,726

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Share Transactions (Note 5)

      2,901,531

 

     16,462,024

 

 

 

 

 

 

 

Total Increase in Net Assets

      4,276,514

 

     16,799,750

 

 

 

 

 

 

 

Net Assets:

 

 

 

 

 

Beginning of Period

    16,899,750

 

          100,000

 

 

 

 

 

 

 

End of Period (including accumulated net investment income (loss) of $201,455 and $(11,766), respectively).

$   21,176,264

 

$   16,899,750

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

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

 

 

 





PSG Tactical Growth Fund

Financial Highlights

Selected data for a share outstanding throughout each period presented.

 

 

 

 

 

 

 

Year Ended

Period Ended

(a)

 

 

3/31/2014

3/31/2013

 

 

 

 

 

 

Net Asset Value, at Beginning of Period

$        10.22

$           10.00

 

 

 

 

 

 

Income From Investment Operations:

 

 

 

  Net Investment Income (Loss) *

            0.12

             (0.05)

 

  Net Realized and Unrealized Gain on Investments

            0.66

               0.27

 

     Total from Investment Operations

            0.78

               0.22

 

 

 

 

 

 

Redemption Fees

            0.00

               0.00

 

 

 

 

 

Net Asset Value, at End of Period

$        11.00

$           10.22

 

 

 

 

 

 

Total Return **

7.63%

2.20%

(b)

 

 

 

 

 

Ratios/Supplemental Data:

 

 

 

  Net Assets at End of Period (Thousands)

$      21,176

$          16,900

 

  Before Waiver/Recoupment

 

 

 

    Ratio of Expenses to Average Net Assets

2.46%

2.28%

***

    Ratio of Expenses to Average Net Assets, Excluding Interest and Dividends on Securities Sold Short

1.95%

2.14%

***

    Ratio of Dividend Expense and Interest Expense on Securities Sold Short to Average Net Assets

0.51%

0.14%

***

    Ratio of Net Investment Income (Loss) to Average Net Assets

1.22%

          (0.74)%

***

  After Waiver/Recoupment

 

 

 

    Ratio of Expenses to Average Net Assets

2.51%

2.14%

***

    Ratio of Expenses to Average Net Assets, Excluding Interest and Dividends on Securities Sold Short

2.00%

2.00%

***

    Ratio of Net Investment Income (Loss) to Average Net Assets

1.17%

          (0.60)%

***

  Portfolio Turnover

52.58%

41.58%

(b)

 

 

 

 

 

 

 

 

 

 

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

 

 

 

(b) Not Annualized

 

 

 

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

 

 

 

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

 

 

 

 

 

 

*** Annualized

 

 

 

 

† Amount calculated is less than $0.005.

 

 

 

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

 

 

 





PSG TACTICAL GROWTH FUND

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2014


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, in Delaware as a Delaware Statutory Trust.  The Trust currently consists of one series of units of beneficial interest (“shares”), the PSG Tactical Growth Fund (the “Fund”).  The Board of Trustees may classify and reclassify the shares of the Fund into one or more classes of shares at a future date.  The Fund is a non-diversified fund. The investment advisor to the Fund is PSG Investment Advisors, LLC (the "Advisor").


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


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


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


CASH AND CASH EQUIVALENTS: The Fund maintains its cash in an account at a regional 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.


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


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




PSG TACTICAL GROWTH FUND

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2014


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


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


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




PSG TACTICAL GROWTH FUND

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2014


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 as of or during the year ended March 31, 2014, related to uncertain tax positions expected to be taken in the Fund’s 2013 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal and certain State tax authorities; however the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.


The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year ended March 31, 2014, the Fund did not incur any interest or penalties.


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


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.




PSG TACTICAL GROWTH FUND

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2014


NOTE 3. SECURITY VALUATIONS


The Fund's securities are recorded at their fair value primarily on the basis of market quotations.  Certain short-term securities are valued on the basis of amortized cost.  If market quotations are not readily available for a security or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, then that security may be valued by another method that the Board believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value.


The Fund has a policy that contemplates the use of fair value pricing to determine the NAV per share of the Fund when market prices are unavailable as well as under special circumstances, such as (i) if the primary market for a portfolio security suspends or limits trading or price movements of the security and (ii) when an event occurs after the close of the exchange on which a portfolio security is principally traded that is likely to have changed the value of the security.  Since most of the Fund's investments are in U.S. common stocks traded on U.S. securities exchanges, it is anticipated that the use of fair value pricing will be limited.


When the Fund uses fair value pricing to determine the NAV per share of the Fund, securities will not be priced on the basis of quotations from the primary market in which they are traded, but rather may be priced by another method that the Board believes accurately reflects fair value.  Any method used will be approved by the Board and results will be monitored to evaluate accuracy.  The Fund's policy is intended to result in a calculation of the Fund's NAV that fairly reflects security values as of the time of pricing. However, fair values determined pursuant to the Fund's procedures may not accurately reflect the price that the Fund could obtain for a security if it were to dispose of that security as of the time of pricing.


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.


The following table summarizes the inputs used to value the Fund’s assets measured at fair value as of March 31, 2014:


 

Level 1 – quoted prices in active markets for identical investments

 

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

 

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


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




PSG TACTICAL GROWTH FUND

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2014


The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of March 31, 2014:


Investments in Securities

Level 1

Level 2

Level 3

Total

  (Assets)

 

 

 

 

    Common Stocks

$  11,240,876

$              -

 $             -

$  11,240,876

    Closed-End Mutual Funds

2,653,557

                -

                -

2,653,557

    Corporate Bonds

                -

555,181

                -

555,181

    Exchange Traded Funds

798,100

 -

                -

798,100

    Preferred Stock

1,436,682

                -

                -

1,436,682

    Real Estate Investment Trust

725,546

                -

                -

725,546

    U.S. Government Agencies and Obligations

                -

162,848

                -

162,848

    Short-Term Investments

4,693,808

                -

                -

4,693,808

            Total

$  21,548,569

$  718,029

 $             -

$  22,266,598


Investments in Securities Sold Short

Level 1

Level 2

Level 3

Total

  (Liabilities)

 

 

 

 

    Common Stock

 $      (86,216)

 $             -

 $             -

 $      (86,216)

    Exchange Traded Funds

(2,702,212)

-

-

(2,702,212)

    Call Options Written

-

(19,425)

-

(19,425)

    Put Options Written

                -

(6,422)

                -

(6,422)

            Total

$ (2,788,428)

 $ (25,847)

 $             -

$ (2,814,275)


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


The Fund did not hold any Level 3 assets during the year ended March 31, 2014. There were no significant transfers into or out of Level 1 and 2 during the period. It is the Fund’s policy to recognize transfers into and out of Level 1 and Level 2 at the end of the reporting period.


NOTE 4. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES


INVESTMENT ADVISOR: PSG Investment Advisors, LLC (the “Advisor”) serves as investment advisor to the Fund.  Subject to the authority of the Board, the Advisor is responsible for management of the Fund's investment portfolio.  The Advisor is responsible for selecting the Fund's investments according to the Fund's investment objective, policies and restrictions and as compensation for its management services, the Fund is obligated to pay the Advisor a fee computed and accrued daily and paid monthly in arrears at an annual rate of 1.25% of the average daily net assets of the Fund during the term of the Agreement. For the year ended March 31, 2014, the Advisor earned advisory fees of $227,242.  As of March 31, 2014, the Fund owed the Advisor $43,176, of which $8,825 consisted of expense recaptures as described below and $34,351 consisted of accrued but unpaid investment advisory fees.


The Advisor has contractually agreed to waive management fees and/or to make payments to limit Fund expenses, until July 31, 2015, 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, expenses of other investment companies in which the Fund may invest, or extraordinary expenses such as litigation) 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 Fund's Board of Trustees, on 60 days written notice to the Advisor. As of March 31, 2014, the Advisor has recouped $8,825 in previously waived advisory fees.




PSG TACTICAL GROWTH FUND

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2014


As of March 31, 2014, the following is subject to repayment by the Fund to the Advisor pursuant to the expense limitation agreement:

Fiscal Year Ended

Recoverable Through

Amount

March 31, 2013

March 31, 2016

$8,252


TRUSTEE FEES: The Fund pays a total annual fee of $4,000 to each Trustee who is not affiliated with the Trust or Advisor.


DISTRIBUTION FEES: The Fund has adopted a Rule 12b-1 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 net assets.


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


The Plan has been approved by the Trust's Board of Trustees, including a majority of the Trustees who are not "interested persons" of the Trust and who have no direct or indirect financial interest in the Plan or any related agreement, by a vote cast in person. Continuation of the Plan and the related agreements must be approved by the Trustees annually, in the same manner, and the Plan or any related agreement may be terminated at any time without penalty by a majority of such independent Trustees or by a majority of the outstanding shares of the Fund.  Any amendment increasing the maximum percentage payable under the Plan or other material change must be approved by a majority of the outstanding shares of the Fund, and all other material amendments to the Plan or any related agreement must be approved by a majority of the Independent Trustees. For the year ended March 31, 2014, the Fund incurred distribution fees of $30,726.  As of March 31, 2014, the Fund owed $33 in distribution fees.




PSG TACTICAL GROWTH FUND

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2014


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, 2014

May 1, 2012 (commencement of operations) through March 31, 2013

 

Shares

Capital

Shares

Capital

Shares sold

550,735

$   5,804,609

1,816,542

$   18,195,087

Shares redeemed

  (278,226)

    (2,903,078)

      (173,400)

    (1,733,380)

Redemption Fees

                   -

                    -

                   -

                 317

Net Increase

       272,509

$   2,901,531

    1,643,142     

$   16,462,024


On April 2, 2012, 10,000 shares were issued for cash, at $10.00 per share, to PSG Investment Advisors, LLC.


Prior to August 1, 2013, shareholders were subject to a Redemption Fee on redemptions and exchanges equal to 1.00% of the net asset value of the Fund shares redeemed within 90 days after their purchase.  For the year ended March 31, 2014, no redemption fees were collected by the Fund from shareholder transactions. For the year ended March 31, 2013, $317 redemption fees were collected by the Fund from shareholder transactions and included in paid-in-capital. Proceeds from redemption fees were less that $0.005 per share.  Effective August 1, 2013, the Fund is no longer imposing a Redemption Fee.




PSG TACTICAL GROWTH FUND

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2014


NOTE 6. OPTIONS


Transactions in written options during the year ended March 31, 2014, were as follows:


 

Number of

 

Premiums

Received

 

Contracts

 

Options outstanding at March 31, 2013

151

 

$          9,933

Options written

458

 

37,347

Options exercised

(86)

 

(7,172)

Options expired

(306)

 

(18,289)

Options terminated in closing purchase transaction

             (46)

 

         (7,263)

Options outstanding at March 31, 2014

              171

 

$        14,556


Transactions in purchased options during the year ended March 31, 2014, were as follows:


 

Number of

 

Premiums

Paid

 

Contracts

 

Options outstanding at March 31, 2013

400

 

$       99,215

Options purchased

1,870

 

410,403

Options exercised

-

 

-

Options expired

-

 

-

Options terminated in closing sale transaction

     (2,270)

 

    (509,618)

Options outstanding at March 31, 2014

                -

 

$                 -


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


Financial Investment Type

Location

Value

 

 

 

Options Written

Options Written, at value

($25,847)


Realized and unrealized gains and losses on derivatives contracts entered into during the year ended March 31, 2014, by the Fund are recorded in the following locations in the Statement of Operations:


 

Location

Realized Gain/(Loss)

Location

Unrealized Gain/(Loss)


Investment In Options

Realized Loss on Investments in Options

$(162,777)

Change in Unrealized Appreciation on Investments in Options

$14,015

Options Written

Realized Gain on Options Written

$15,118

Change in Unrealized Appreciation on Options Written

$16,352





PSG TACTICAL GROWTH FUND

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2014


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


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


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




PSG TACTICAL GROWTH FUND

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2014


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, 2014, as disclosed in the Notes to the Financial Statements, and the amounts of realized and changes in unrealized gains and losses on the options during the period, as disclosed in the Statement of Operations, serve as indicators of the volume of option activity.


NOTE 7. INVESTMENT TRANSACTIONS


For the year ended March 31, 2014, purchases and sales of investment securities other than U.S. Government obligations, short-term investments, options, and securities sold short aggregated $10,687,011 and $7,763,743, respectively. Purchases and sales of Corporate Bonds aggregated $272,121 and $0, respectively. Purchases and sales of U.S. Government obligations aggregated $155,835 and $95,660, respectively. Purchases and sales of securities sold short aggregated $2,447,382 and $3,066,446, respectively. Purchases and sales of options aggregated $410,403 and $351,974, respectively.  Purchases and sales of options written aggregated $17,605 and $37,346, 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


The Funds tax basis capital gains and losses are determined only at the end of each fiscal year.


At March 31, 2014, the cost of investments for federal income tax purposes was $17,647,301 and the aggregate gross unrealized appreciation and depreciation based on that cost was:


Unrealized appreciation

$  2,759,850

Unrealized depreciation

   (954,828)

Net unrealized appreciation

$  1,805,022


For the year ended March 31, 2014, there were no distributions paid.


For the period May 1, 2012 (commencement of operations) through March 31, 2013, there were no distributions paid.




PSG TACTICAL GROWTH FUND

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2014


For the year ended March 31, 2014, the Fund recorded the following reclassification to the accounts listed below.  The reclassifications were primarily as a result of the differing book/tax treatment of certain investments and expenses.


Decrease Accumulated Net Investment Income

 

Decrease Accumulated Net Realized Loss

 

 

 

(116)

 

116


As of March 31, 2014 the components of distributable earnings on a tax basis were as follows:


Accumulated Net Investment Income

$    199,809

Accumulated Net Realized Gain

2,008

Net Unrealized Appreciation of Investments

1,805,022

Other Book/Tax Differences

   (235,360)

          Total

$ 1,771,479


The difference between book and tax basis unrealized appreciation is attributable primarily to the tax deferral wash sales and straddle losses.  The Fund elects to defer to its fiscal year ending March 31, 2015, $235,360 of capital losses recognized during the period from November 1, 2013 to March 31, 2014.


Management has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. However, management's conclusion may be subject to review and adjustment at a later date based on factors including, but not limited to, new tax laws, regulations, and administrative interpretations (including relevant court decisions). Generally, the Fund’s federal tax returns for the prior three fiscal years (2012-2013) remain subject to examination by the Internal Revenue Service.


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, 2014, National Financial Services, LLC, in omnibus accounts, in aggregate, owned approximately 99.43% of the Fund and may be deemed to control the Fund by virtue of its authority over Fund shares.


NOTE 11. SUBSEQUENT EVENTS


The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made.  Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events.




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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



We have audited the accompanying statement of assets and liabilities of the PSG Tactical Growth Fund (the “Fund”), a series of shares of beneficial interest in PSG Capital Management Trust, including the schedule of investments, as of March 31, 2014, and the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for the year then ended and for the period May 1, 2012 (commencement of operations) to March 31, 2013.  These financial statements and financial highlights are the responsibility of the Fund's management.  Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  Our procedures included confirmation of securities owned as of March 31, 2014 by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the PSG Tactical Growth Fund as of March 31, 2014, the results of its operations for the year then ended, and the changes in its net assets and its financial highlights for the year then ended and for the period May 1, 2012 to March 31, 2013, in conformity with accounting principles generally accepted in the United States of America.


[psgncsr008.jpg]


BBD, LLP


Philadelphia, Pennsylvania

May 29, 2014




PSG TACTICAL GROWTH FUND

EXPENSE ILLUSTRATION

MARCH 31, 2014 (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, 2013 through March 31, 2014.

 

 

 

 

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 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, 2013

March 31, 2014

October 1, 2013 to March 31, 2014

 

 

 

 

Actual

$1,000.00

$1,064.86

$13.13

Hypothetical

 

 

 

(5% Annual Return before expenses)

$1,000.00

$1,012.22

$12.79

 

 

 

 

* Expenses are equal to the Fund's annualized expense ratio of 2.55%, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

 

 

 

 





PSG TACTICAL GROWTH FUND

TRUSTEES & OFFICERS

MARCH 31, 2014 (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)

1

none

Jonathan V. Giordani

1974

Trustee and Treasurer since March 2012, indefinite term

Director of Investments, Planning Solutions Group, LLC (12/05-present)

1

none

Lauren G. Gretchen

1973

Chief Compliance Officer and Secretary since December 2011, indefinite term

CCO, PSG, LLC (3/11-present); Licensing, Morningstar (7/10-2/11); Financial Advisor, Mass Mutual (12/07-6/10

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 is an “interested person” of the Trust as that term is defined under the 1940 Act, because of his affiliation with the Fund's Advisor.


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





PSG TACTICAL GROWTH FUND

ADDITIONAL INFORMATION

MARCH 31, 2014 (UNAUDITED)


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

 

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


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


Advisory Renewal Agreement - 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 27, 2014, 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.    


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 positively the continuity in the Fund’s team.   The Trustees then reviewed the Advisor’s investment philosophy, portfolio construction process, and assets under management.  The Trustees reviewed the Advisor’s experience and the capabilities of its personnel, as well as the quality of the reports and other materials provided to the Board by the Advisor.  They noted the CCO provides thorough quarterly reports that keep them apprised of the Fund’s compliance operations.  They noted that the Advisor continues to invest in its personnel and infrastructure, and that, for the size of the Advisor, it has very impressive resources.  The Trustees agreed that the Advisor’s efforts have benefited Fund shareholders and noted the Fund’s positive growth since inception.  The Trustees also expressed satisfaction with the Advisor’s marketing of the Fund. Taking into account the personnel involved in servicing the Fund, the materials and services described above, and the Trustees’ positive experience with the Advisor since the inception of the Fund, the Board expressed satisfaction with the quality of the services received from the Advisor.


Performance.  The Trustees noted the Fund returned 7.26% for the one year period and 3.79% for the since inception (May 1, 2012) period, and compared the Fund’s performance to its peer group and Morningstar category averages.  They noted the Fund outperformed the peer group (4.08%) and Morningstar Conservative Allocation category (7.23%) averages for the one year period, but underperformed both benchmarks (3.85% and 6.25%, respectively) for the since inception period.  The Trustees noted that although the Fund underperformed over the longer term, its performance was nonetheless in line with that of its peer group.  They further noted the Advisor represented that the Morningstar category is not a precise benchmark as the category funds do not utilize all of the investment strategies that the Advisor pursues with respect to the Fund.  After further discussion, the Trustees agreed the Fund’s performance is acceptable.  


Fees and Expenses.  The Trustees noted the Advisor charges an annual advisory fee of 1.25% as compared to the peer group average of 0.74% and Morningstar category average of 0.40%.  They noted that although the Fund’s advisory fee is higher than its benchmarks, it is within the range of fees charged by peer group funds ( 0.40% - 1.26%) and Morningstar category funds (0.01% - 1.95%).  They further noted the Advisor has contractually agreed to limit total Fund operating expenses and after waiver the Advisor received 1.11% during the previous year.  The Trustees considered the nature of the Fund’s strategy as a component of assessing the fee, and noted the Fund is actively managed.   After discussion, the Trustees agreed that the advisory fee is reasonable.  


Profitability. The Trustees reviewed the profitability analysis provided by the Advisor.  They noted the Advisor realized a profit in connection with its relationship with the Fund during the last year.  They considered the significant start-up costs incurred by the Advisor in connection with the launch of the Fund and noted the Advisor does not intend to recoup these expenses directly as permitted under the expense limitation agreement.  They further considered the Advisor continues to absorb overhead costs for the Fund and has agreed to continue the Fund’s expense limitation agreement for an additional year.  After further discussion, the Trustees concluded the Advisor’s profitability was not unreasonable.  


Economies of Scale.  The Trustees considered whether economies of scale had been realized with respect to the management of the Fund.  They noted that the Fund’s AUM had increased during the year, but had not yet reached scalable levels.  The Trustees further noted the Advisor’s projected AUM for the Fund, and considered that the Advisor had represented to the Trustees that it would consider breakpoints in the future if the Fund reaches a size that achieves reasonable economies of scale.  After discussion, it was the consensus of the Trustees that based on the current size of the Fund, while economies had not been reached at this time, the matter of economies of scale would be revisited at the next renewal of the Management Agreement and as the Fund’s size materially increases.  


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 is reasonable and that renewal of the Management Agreement is in the best interests of the Trust and shareholders of the Fund.



PRIVACY NOTICE

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.


PRIVACY NOTICE (continued)


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.

  




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

 





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 2014

$ 13,500

FY 2013

$ 13,500


(b)

Audit-Related Fees


Registrant


FY 2014

$ 0

FY 2013

$ 0



Nature of the fees:

Not applicable.


(c)

Tax Fees


Registrant


FY 2014

$ 2,000

FY 2013

$ 2,000



Nature of the fees:

Tax preparation and filing.


(d)

All Other Fees


Registrant


FY 2014

$ 0

FY 2013

$ 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 2014

$ 2,000

FY 2013

$ 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, 2014


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/ Jonathan V. Giordani

Jonathan V. Giordani

Trustee, Treasurer and Principal Financial Officer


Date: June 6, 2014