N-CSRS 1 fp0035700_ncsrs.htm fp0035700

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 811-22888

 

Wildermuth Endowment Fund

(Exact name of registrant as specified in charter)

 

11525 Park Woods Circle, Ste. 200

Alpharetta, GA 30005

(Address of principal executive offices) (Zip code)

 

Daniel Wildermuth

Wildermuth Advisory, LLC

11525 Park Woods Circle, Ste. 200

Alpharetta, GA 30005

(Name and address of agent for service)

 

COPIES TO:

 

John H. Grady

DLA Piper (U.S.), LLP

1650 Market Street, Ste. 4900

Philadelphia, Pennsylvania 19103

 

Registrant's telephone number, including area code: (888) 889-8981

 

Date of fiscal year end: December 31

 

Date of reporting period: June 30, 2018

 

 

 

 

 

 

Item 1. Reports to Stockholders.

 

 

SEMI-ANNUAL REPORT

 

June 30, 2018

 

WWW.WILDERMUTHENDOWMENTFUND.COM ● 1-888-889-8981 ●
DISTRIBUTED BY WILDERMUTH SECURITIES, LLC AND
UMB DISTRIBUTION SERVICES, LLC (MEMBERS OF FINRA)

 

 

Wildermuth Endowment Fund

 

 

Table of Contents

 

 

 

Letter to Shareholders

2

Portfolio Review

5

Portfolio Composition

7

Schedule of Investments

8

Statement of Assets and Liabilities

16

Statement of Operations

17

Statements of Changes in Net Assets

18

Statement of Cash Flows

19

Financial Highlights

20

Notes to Financial Statements

23

Additional Information

36

 

 

Wildermuth Endowment Fund

 

Letter to Shareholders
June 30, 2018

 

 

Dear Investor:

 

We are pleased to present this semi-annual report for the Wildermuth Endowment Fund (the “Fund”) covering the 6-month period from January 1, 2018 to June 30, 2018.

 

During this period, the Fund’s Class A shares generated a total return of 1.09% versus 2.65% for the S&P 500® Total Return Index and -1.62% for the Bloomberg Barclays U.S Aggregate Bond Index. We are pleased that we continue to deliver strong performance with overall volatility that consistently remains below that of a 60 percent stock and 40 percent bond portfolio (as represented by a 60 percent S&P 500 and 40 percent Barclays Aggregate Bond portfolio). Notably, the 60% stock and 40% bond portfolio referenced also would have returned 0.94% over the same time period, or 0.15% less.

 

The Fund’s performance resulted from several asset classes within its diversified strategy delivering solid returns in the first half of the year including selective private equity holdings, nearly all real estate positions, U.S. equities, and some hedge fund holdings.

 

Private equity holdings continued to thrive. Ongoing growth and progress by some of the directly held companies resulted in solid increases in value. Holdings in private equity funds also fared well with several increases in value across different funds.

 

Real estate holdings continued to perform well. Value was recognized across the sector in various ways ranging from increases in the value of holdings to interest received to fees for financing activities. Overall, the sector provided solid and consistent returns to the portfolio.

 

Hedge funds provided more mixed results. Most holdings provided acceptable returns while also adding to the portfolio’s diversification. However, two hedge funds performed very poorly during the early February spike in volatility. In particularly, the LJM Fund, LP suffered losses of nearly 90% as their hedging strategy failed during the rapid rise in volatility. Another holding, the Esulep LLC, Permo Fund, also declined well into double digits with the large spike in volatility. Unfortunately, losses in these two positions more than offset all other gains from the hedge fund category and impacted the broader portfolio adversely. Fortunately, our standard risk mitigation practices limited the impact of the losses within these positions to about a 2% total portfolio loss, which was unfortunate, but not catastrophic. Both of these positions were eliminated in February as the companies wound down operations and returned all remaining investor capital.

 

The other investment category consisting of international equities, fixed income and loans also experienced losses on the year to date. International markets have generally struggled on the year, and both emerging and developed market allocations are down on the year. Fixed income holdings were mixed. Our direct loans and private funds positions provided reasonable returns on the year while most investments in broader traded fixed income markets experienced declines. Overall, the category as a whole provided positive yet minimal returns.

 

Looking forward to the second half of 2018, the ongoing strength of the U.S. and global economies provides much cause for optimism, but we expect public market equities to remain somewhat more volatile as concerns grow regarding trade policy, interest rate increases, and economy capacity constraints, particularly growing labor shortages. Valuations also remain somewhat elevated creating a potential headwind for the sector. With interest rates expected to increase from still very low levels, fixed income appears to offer little opportunity leading us to search out more unique opportunities outside of public markets.

 

2

 

 

Wildermuth Endowment Fund

 

Letter to Shareholders - Continued
June 30, 2018

 

 

We also remain very enthusiastic about opportunities within various alternatives sectors such as private equity, real estate and hedge funds. We believe specific investments within these areas provide us the potential to add attractive holdings to the portfolio with much lower correlation to increasingly volatile public markets. As a result, we believe we are well positioned to find and add attractive investments to the portfolio which may likely contribute to portfolio returns while seeking to limit overall portfolio volatility.

 

Thank you for your continued confidence and support.

 

Sincerely,

 

 

Daniel Wildermuth
President and Chief Executive Officer, and
Chairman and Trustee of the Fund

 

Risk Disclosure

 

Past performance is not a guarantee of future results.

 

Investing in the Fund involves risk, including those summarized below. Endowments have a long-term investment time horizon with low liquidity needs that can take advantage of many different asset classes. Investors should consider how closely their investment goals and needs match those of endowments. An investment in the Fund is generally subject to market risk, including the possible loss of the entire principal amount invested. An investment in the Fund represents an indirect investment in the securities owned by the Fund.

 

The shares have no history of public trading, nor is it intended that the shares will be listed on a public exchange at this time.

 

We do not expect a secondary market in the shares to develop. Even if any such market were to develop, closed-end fund shares trade frequently at a discount from net asset value, which creates a risk of loss for investors purchasing shares in the initial public offering.

 

You should consider the shares to be an illiquid investment. Even though the Fund will make periodic repurchase offers to repurchase a portion of the shares to provide some liquidity to shareholders, only a limited number of shares will be eligible for repurchase by us. Once each quarter, the Fund will offer to repurchase at net asset value (NAV) per share no less than 5% of the outstanding shares of the Fund, unless such offer is suspended or postponed in accordance with regulatory requirements. The Fund may increase the size of these offerings up to a maximum of 25% of the Fund’s outstanding shares, in the sole discretion of the Board, but it is not expected that the Board will do so.

 

You should consider that you may not have immediate access to the money you invest for an indefinite period of time. An investment in our shares is not suitable for you if you need immediate access to the money you invest.

 

Endowments have a long-term investment time horizon with low liquidity needs. Investors should consider how closely their investment goals and needs match those of endowments.

 

Like all financial instruments, the value of these securities may move up or down, sometimes rapidly and unpredictably. The value of your investment in the Fund at any point in time may be worth less than the value of your original investment, even after taking into account any reinvestment of dividends and distributions.

 

3

 

 

Wildermuth Endowment Fund

 

Letter to Shareholders - Continued
June 30, 2018

 

 

Certain investments in the Fund are illiquid making it difficult to sell these securities and possibly requiring the Fund to sell at an unfavorable time or price. The value of certain Fund investments, in particular non-traded investment vehicles, will be difficult to determine and the valuations provided will likely vary from the amounts the Fund would receive upon sale or disposition of its investments.

 

When the Fund invests in equity securities, the Fund’s investments in those securities are subject to price fluctuations based on a number of reasons of issuer-specific and broader economic or international considerations. They may also decline due to factors which affect a particular industry or industries. In addition, equity securities prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase.

 

The Fund may invest in publicly-traded and non-traded REITs or privately offered pooled investment vehicles that hold real estate as well as invest in real estate directly through entities owned or controlled directly or indirectly by the Fund. As a result, the Fund’s portfolio may be significantly impacted by the performance of the real estate market and may experience more volatility and be exposed to greater risk than a more diversified portfolio.

 

REIT share prices may decline because of adverse developments affecting the real estate industry and real property values. In general, real estate values can be affected by a variety of factors, including supply and demand for properties, the economic health of the country or of different regions, and the strength of specific industries that rent properties.

 

Exposure to the commodities markets may subject the Fund to greater volatility than investments in more traditional securities. The value of commodity-linked investments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as weather, and international economic, political and regulatory developments.

 

The Fund may invest in medium- and small-capitalization companies, which may be newly formed or have limited product lines, distribution channels and financial or managerial resources. The risks associated with these investments are generally greater than those associated with investments in the securities of larger, more-established companies. This may cause the Fund’s net asset value to be more volatile when compared to investment companies that focus only on large-capitalization companies.

 

The Fund is classified as a non-diversified management investment company under the Investment Company Act of 1940, as amended. This means that the Fund may invest a greater portion of its assets in a limited number of issuers than would be the case if the Fund were classified as a diversified management investment company. Accordingly, the Fund may be more sensitive to any single economic, business, political or regulatory occurrence than the value of shares of a diversified investment company.

 

Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged, broad based index measuring intermediate term bonds. It is not possible to invest directly in an index.

 

Correlation measures the degree to which two securities move in relation to each other.

 

4

 

 

Wildermuth Endowment Fund

 

Portfolio Review
June 30, 2018 (Unaudited)

 

 

The Fund’s performance figures* for the period ended June 30, 2018, compared to its benchmarks:

 

 

Three
Years

Two
Years

One
Year

Annualized
Since Inception1

Class A Shares

7.48%

11.14%

10.77%

10.56%

Class A Shares with Load2

5.29%

7.77%

4.15%

8.62%

S&P 500® Total Return Index**

11.93%

16.12%

14.37%

10.54%

Barclays U.S. Aggregate Bond Index***

1.72%

(0.36)%

(0.40)%

1.44%

 

 

Two
Years

One
Year

Annualized
Since Inception3

Class C Shares

10.31%

9.97%

11.28%

Class C Shares with Sales Charge4

10.31%

8.97%

11.28%

S&P 500® Total Return Index**

16.12%

14.37%

16.14%

Barclays U.S. Aggregate Bond Index***

(0.36)%

(0.40)%

1.17%

 

 

 

One
Year

Annualized
Since Inception5

Class I Shares

11.42%

10.35%

S&P 500® Total Return Index**

14.37%

14.08%

Barclays U.S. Aggregate Bond Index***

(0.40)%

0.23%

 

1

Class A shares inception date is December 31, 2014.

 

2

Calculated using a maximum sales load. The maximum sales load was 6.00% from the Class A shares inception date through October 19, 2017. Effective October 20, 2017 the maximum sales load is 5.75%.

 

3

Class C shares inception date is March 14, 2016.

 

4

Class C shares are subject to a Contingent Deferred Sales Charge of 1.00% on any shares redeemed within 365 days of purchase.

 

5

Class I shares inception date is April 28, 2017.

 

*

The performance data quoted here represents past performance. Current performance may be lower or higher than the performance data quoted above. Investment return and principal value will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemptions of Fund shares. Past performance is no guarantee of future results. Class A shares have a total annual operating expense ratio of 3.99%, Class C shares have a total annual operating expense ratio of 4.74%, and Class I shares have has a total annual operating expense ratio of 3.74%, respectively, per the prospectus dated June 26, 2018.

 

**

The S&P 500® Total Return Index is an unmanaged market capitalization-weighted index of 500 widely held common stocks. Investors cannot invest directly in an index.

 

***

The Barclays U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, MBS (agency fixed-rate and hybrid ARM pass-through securities), ABS, and CMBS. Investors cannot invest directly in an index.

 

5

 

 

Wildermuth Endowment Fund

 

Portfolio Review - Continued
June 30, 2018 (Unaudited)

 

 

Holdings by type of Investment

% of
Net Assets

Common Stocks

15.4%

Exchange Traded Funds

6.2

Commodity & Natural Resource Investments

3.9

Direct Real Estate

3.7

Hedge Funds

5.4

High Yield Loans

3.7

Private Equity

33.2

Private Equity Debt

2.5

Private Real Estate Investments

10.0

Public Real Estate Investments

1.0

Real Estate Loans

5.0

Warrants

0.6

Short-Term Investments, net

9.4

 

100.0%

 

Please refer to the Schedule of Investments in this Semi-Annual Report for detailed analysis of the Fund’s Holdings.

 

6

 

 

Wildermuth Endowment Fund

 

Portfolio Composition
June 30, 2018 (Unaudited)

 

 

Country of Investment

 

Value

   

% of
Net Assets

 

Argentina

  $ 105,225       0.1 %

Australia

    455,673       0.5  

Belgium

    360,557       0.4  

Bermuda

    149,481       0.2  

Canada

    654,784       0.7  

China

    100,470       0.1  

Finland

    302,459       0.3  

France

    1,033,038       1.1  

Germany

    284,504       0.3  

Ireland

    6,785,602       7.3  

Israel

    294,456       0.3  

Japan

    2,257,040       2.4  

South Korea

    240,242       0.3  

Luxembourg

    1,176,625       1.3  

Monaco

    179,550       0.2  

Netherlands

    358,335       0.4  

New Zealand

    367,738       0.4  

Singapore

    321,452       0.3  

Sweden

    116,151       0.1  

Switzerland

    107,947       0.1  

United Kingdom

    455,843       0.5  

United States

    77,319,650       82.7  
    $ 93,426,822       100.0 %

 

7

 

 

Wildermuth Endowment Fund

 

Schedule of Investments
June 30, 2018 (Unaudited)

 

 

 

Shares,
Principal
Amount,
or Units

     

Value

 
       

COMMON STOCKS — 15.4%

       
       

AGRICULTURE — 0.3%

       
    9,800  

Adecoagro SA(a)

  $ 77,910  
    2,367  

Sipef SA

    164,709  
              242,619  
       

AIRLINES — 0.2%

       
    35,701  

Qantas Airways, Ltd.

    162,481  
                 
       

AUTO MANUFACTURERS — 0.4%

       
    18,200  

Nissan Motor Co., Ltd.

    177,128  
    3,300  

Suzuki Motor Corp.

    182,272  
              359,400  
       

BANKS — 1.4%

       
    2,050  

BB&T Corp.

    103,402  
    23,000  

Chiba Bank, Ltd.

    162,587  
    10,600  

Deutsche Bank AG

    114,131  
    1,196  

JPMorgan Chase & Co.

    124,623  
    5,300  

KeyCorp

    103,562  
    18,614  

Mitsubishi UFJ Financial Group, Inc., ADR

    105,169  
    2,850  

Morgan Stanley

    135,090  
    20,800  

Oversea-Chinese Banking Corp., Ltd.

    177,567  
    4,600  

Sumitomo Mitsui Trust Holdings, Inc.

    182,439  
    2,500  

Toronto-Dominion Bank

    144,650  
              1,353,220  
       

BEVERAGES — 0.2%

       
    686  

Constellation Brands, Inc., Class A

    150,145  
                 
       

BUILDING MATERIALS — 0.6%

       
    4,500  

Asahi Glass Co., Ltd.

    175,304  
    4,750  

Continental Building Products, Inc.(a)

    149,862  
    11,800  

Nihon Flush Co., Ltd.

    276,237  
              601,403  
       

CHEMICALS — 0.1%

       
    709  

LyondellBasell Industries NV, Class A

    77,884  
                 
       

COMMERCIAL SERVICES — 0.6%

       
    1,720  

AMN Healthcare Services, Inc.(a)

    100,792  
    1,370  

ASGN, Inc.(a)

    107,120  
    15,046  

McMillan Shakespeare, Ltd.

    177,862  
    769  

S&P Global, Inc.

    156,791  
              542,565  
       

COMPUTERS — 0.1%

       
    3,625  

NCR Corp.(a)

    108,677  

 

See accompanying notes to financial statements.

 

8

 

 

Wildermuth Endowment Fund

 

Schedule of Investments - Continued
June 30, 2018 (Unaudited)

 

 

 

Shares,
Principal
Amount,
or Units

     

Value

 
       

COMMON STOCKS (CONTINUED)

       
       

DISTRIBUTION/WHOLESALE — 0.3%

       
    16,407  

Inchcape PLC

  $ 169,074  
    2,600  

Triton International, Ltd./Bermuda

    79,716  
              248,790  
       

DIVERSIFIED FINANCIAL SERVICES — 0.7%

       
    4,950  

Ally Financial, Inc.

    130,036  
    1,470  

Evercore, Inc., Class A

    155,011  
    4,998  

Intrum Justitia AB

    116,151  
    1,550  

LPL Financial Holdings, Inc.

    101,587  
    32,000  

Mitsubishi UFJ Lease & Finance Co., Ltd.

    196,741  
              699,526  
       

ELECTRONICS — 0.3%

       
    40,700  

Japan Display, Inc.(a)

    52,912  
    3,565  

Orbotech, Ltd.(a)

    220,317  
              273,229  
       

ENERGY-ALTERNATE SOURCES — 0.2%

       
    14,846  

Innergex Renewable Energy, Inc.

    155,852  
                 
       

FOOD — 0.9%

       
    4,335  

Darling Ingredients, Inc.(a)

    86,180  
    35,000  

Huon Aquaculture Group, Ltd.

    115,331  
    23,872  

Synlait Milk, Ltd. - Australia(a)

    185,720  
    23,500  

Synlait Milk, Ltd. - New Zealand(a)

    182,018  
    530  

Tyson Foods, Inc., Class A

    36,490  
    5,409  

United Natural Foods, Inc.(a)

    230,748  
              836,487  
       

HAND/MACHINE TOOLS — 0.2%

       
    1,150  

Snap-on, Inc.

    184,828  
                 
       

HEALTHCARE-PRODUCTS — 0.3%

       
    3,300  

Boston Scientific Corp.(a)

    107,910  
    1,850  

Henry Schein, Inc.(a)

    134,384  
              242,294  
       

HEALTHCARE-SERVICES — 0.6%

       
    4,866  

Encompass Health Corp.

    329,526  
    2,121  

Fresenius SE & Co. KGaA

    170,373  
    2,050  

Medpace Holdings, Inc.(a)

    88,150  
              588,049  
       

HOME BUILDERS — 0.1%

       
    3,475  

MDC Holdings, Inc.

    106,926  
                 
       

HOME FURNISHINGS — 0.2%

       
    12,229  

Panasonic Corp.

    164,890  

 

See accompanying notes to financial statements.

 

9

 

 

Wildermuth Endowment Fund

 

Schedule of Investments - Continued
June 30, 2018 (Unaudited)

 

 

 

Shares,
Principal
Amount,
or Units

     

Value

 
       

COMMON STOCKS (CONTINUED)

       
       

HOUSEHOLD PRODUCTS/WARES — 0.2%

       
    2,750  

Church & Dwight Co., Inc.

  $ 146,190  
                 
       

INTERNET — 0.2%

       
    678  

Iliad SA

    107,142  
    1,000  

YY, Inc., ADR(a)

    100,470  
              207,612  
       

IRON/STEEL — 0.2%

       
    4,950  

Ternium SA, ADR

    172,359  
                 
       

LEISURE TIME — 0.5%

       
    8,000  

Basic-Fit NV(a)(b)

    269,936  
    2,444  

Norwegian Cruise Line Holdings, Ltd.(a)

    115,479  
    940  

Royal Caribbean Cruises, Ltd.

    97,384  
              482,799  
       

LODGING — 0.2%

       
    1,300  

Marriott International, Inc., Class A

    164,580  
                 
       

MACHINERY-DIVERSIFIED — 0.5%

       
    394  

Deere & Co.

    55,081  
    9,300  

Eagle Industry Co., Ltd.

    149,620  
    1,505  

Zebra Technologies Corp., Class A(a)

    215,591  
              420,292  
       

METAL FABRICATE/HARDWARE — 0.2%

       
    8,800  

Atkore International Group, Inc.(a)

    182,776  
                 
       

MINING — 0.4%

       
    7,665  

Coeur Mining, Inc.(a)

    58,254  
    17,872  

Hudbay Minerals, Inc.

    100,083  
    558  

Kaiser Aluminum Corp.

    58,094  
    2,200  

Rio Tinto PLC, ADR

    122,056  
    20,580  

Yamana Gold, Inc.

    59,682  
              398,169  
       

OIL & GAS — 0.8%

       
    4,700  

Antero Midstream Partners LP

    138,744  
    4,375  

EQT GP Holdings LP

    102,856  
    2,663  

Marathon Oil Corp.

    55,550  
    3,855  

Neste Oyj

    302,459  
    950  

PBF Energy, Inc., Class A

    39,833  
    3,200  

SRC Energy, Inc.(a)

    35,264  
    685  

Valero Energy Corp.

    75,919  
    1,700  

WildHorse Resource Development Corp.(a)

    43,112  
              793,737  

 

See accompanying notes to financial statements.

 

10

 

 

Wildermuth Endowment Fund

 

Schedule of Investments - Continued
June 30, 2018 (Unaudited)

 

 

 

Shares,
Principal
Amount,
or Units

     

Value

 
       

COMMON STOCKS (CONTINUED)

       
       

OIL & GAS SERVICES — 0.3%

       
    6,700  

ProPetro Holding Corp.(a)

  $ 105,056  
    10,299  

Subsea 7 SA

    164,713  
              269,769  
       

PHARMACEUTICALS — 1.0%

       
    7,826  

Daiichi Sankyo Co., Ltd.

    299,361  
    1,525  

Eli Lilly & Co.

    130,128  
    909  

Johnson & Johnson

    110,298  
    7,661  

Mitsubishi Tanabe Pharma Corp.

    132,381  
    1,429  

Novartis AG, ADR

    107,947  
    2,491  

UCB SA

    195,848  
              975,963  
       

PIPELINES — 0.6%

       
    814  

Buckeye Partners LP

    28,612  
    2,000  

CNX Midstream Partners LP

    38,780  
    964  

DCP Midstream LP

    38,126  
    2,340  

Energy Transfer Equity LP

    40,365  
    1,725  

EQT Midstream Partners LP

    88,993  
    1,716  

Genesis Energy LP

    37,598  
    725  

Pembina Pipeline Corp.

    25,085  
    713  

Phillips 66 Partners LP

    36,406  
    8,800  

Plains All American Pipeline LP

    208,032  
    984  

Spectra Energy Partners LP

    34,853  
    2,250  

Transportadora de Gas del Sur SA, ADR

    27,315  
              604,165  
       

RETAIL — 0.7%

       
    1,412  

Asbury Automotive Group, Inc.(a)

    96,793  
    2,150  

Caleres, Inc.

    73,938  
    1,720  

CVS Health Corp.

    110,682  
    340  

Domino's Pizza, Inc.

    95,938  
    4,425  

MTY Food Group, Inc.

    169,431  
    470  

O'Reilly Automotive, Inc.(a)

    128,578  
              675,360  
       

SAVINGS & LOANS — 0.1%

       
    3,990  

Sterling Bancorp

    93,765  
                 
       

SEMICONDUCTORS — 1.4%

       
    593  

Broadcom, Ltd.

    143,886  
    3,174  

Intel Corp.

    157,780  
    1,125  

KLA-Tencor Corp.

    115,346  
    1,028  

Lam Research Corp.

    177,690  
    17,000  

NEPES Corp.

    240,242  
    809  

NXP Semiconductors NV(a)

    88,399  
    2,195  

Qorvo, Inc.(a)

    175,973  

 

See accompanying notes to financial statements.

 

11

 

 

Wildermuth Endowment Fund

 

Schedule of Investments - Continued
June 30, 2018 (Unaudited)

 

 

 

Shares,
Principal
Amount,
or Units

     

Value

 
       

COMMON STOCKS (CONTINUED)

       
       

SEMICONDUCTORS (Continued)

       
    3,000  

SMART Global Holdings, Inc.(a)

  $ 95,610  
    1,337  

Texas Instruments, Inc.

    147,404  
              1,342,330  
       

SOFTWARE — 0.1%

       
    759  

Check Point Software Technologies, Ltd.(a)

    74,139  
                 
       

TRANSPORTATION — 0.3%

       
    22,500  

Costamare, Inc.

    179,550  
    26,426  

Teekay Offshore Partners LP

    69,765  
              249,315  
                 
       

TOTAL COMMON STOCKS (Cost $12,746,062)

    14,352,585  
                 
       

EXCHANGE TRADED FUNDS — 6.2%

       
       

DEBT FUNDS — 2.3%

       
    6,865  

iShares Emerging Markets High Yield Bond

    315,721  
    8,680  

iShares Global High Yield Corporate Bond

    425,320  
    1,118  

iShares iBoxx $High Yield Corporate Bond

    95,119  
    2,278  

iShares iBoxx $Investment Grade Corporate Bond

    260,991  
    7,792  

iShares J.P. Morgan Emerging Markets Local Currency Bond(a)

    345,575  
    2,450  

iShares TIPS Bond

    276,532  
    8,400  

PowerShares International Corporate Bond Portfolio

    219,576  
    1,860  

SPDR Bloomberg Barclays International Corporate Bond

    62,905  
    2,156  

SPDR Citi International Government Inflation-Protected Bond

    116,941  
              2,118,680  
       

EQUITY FUNDS — 3.9%

       
    10,304  

iShares MSCI All Peru Capped

    404,432  
    10,247  

iShares MSCI Brazil Capped

    328,416  
    8,168  

iShares MSCI Chile Capped

    376,055  
    11,850  

iShares MSCI Frontier 100

    341,399  
    11,415  

iShares MSCI India

    380,005  
    10,732  

iShares MSCI Philippines

    323,570  
    15,146  

iShares MSCI Poland Capped

    329,880  
    11,056  

iShares MSCI Taiwan

    398,016  
    4,478  

iShares MSCI Thailand Capped

    368,405  
    18,892  

VanEck Vectors Russia

    401,266  
              3,651,444  
                 
       

TOTAL EXCHANGE TRADED FUNDS (Cost $5,761,692)

    5,770,124  
                 
       

COMMODITY & NATURAL RESOURCE INVESTMENTS — 3.9%

       
     

Casillas Petroleum Resource Partners, LLC(b)(c)(d)(e)(f)

    1,540,947  

 

See accompanying notes to financial statements.

 

12

 

 

Wildermuth Endowment Fund

 

Schedule of Investments - Continued
June 30, 2018 (Unaudited)

 

 

 

Shares,
Principal
Amount,
or Units

     

Value

 
       

COMMODITY & NATURAL RESOURCE INVESTMENTS (CONTINUED)

       
     

Kayne Anderson Energy Fund VII LP(b)(c)(g)

  $ 2,111,764  
       

TOTAL COMMODITY & NATURAL RESOURCE INVESTMENTS (Cost $2,420,640)

    3,652,711  
                 
       

DIRECT REAL ESTATE — 3.7%

       
     

Brookwood SFL Investor Co-Investment Vehicle, LLC(b)(c)(h)

    1,405,642  
     

Polara Builder II, LLC(b)(c)(d)(e)(f)(h)

    1,092,631  
     

RS17 Rexburg Preferred LLC(b)(c)(e)(f)(h)

    1,000,000  
       

TOTAL DIRECT REAL ESTATE (Cost $3,212,982)

    3,498,273  
                 
       

HEDGE FUNDS — 5.4%

       
     

Condire Resource Partners LP(b)(c)(g)

    1,869,572  
     

EJF Trust Preferred Fund LP(b)(c)(g)

    1,136,771  
     

Rosebrook Opportunities Fund LP(b)(c)(g)(h)

    2,008,124  
       

TOTAL HEDGE FUNDS (Cost $4,751,486)

    5,014,467  
                 
       

HIGH YIELD LOANS — 3.7%

       
  $ 500,000  

Atlanta Healthcare Property Consultants, LLC, 18.00%, 7/18/2018(b)(c)(e)(f)

    530,000  
     

Direct Lending Income Fund LP(b)(c)(g)

    1,868,651  
    1,000,000  

Doctor's Hospice of Georgia, Inc., 18.00%, 7/18/2018(b)(c)(e)(f)

    1,060,000  
       

TOTAL HIGH YIELD LOANS (Cost $3,143,860)

    3,458,651  
                 
       

PRIVATE EQUITY — 33.2%

       
     

Abbott Secondary Opportunities LP(b)(c)(g)

    458,206  
    144  

Atlas Fintech Holdings Corp.(b)(c)(d)(e)(f)

    1,656,000  
     

Auda Capital SCS SICAV SIF- Auda Asia Secondary Fund(b)(c)(d)

    1,004,266  
    2,500  

Clear Guide Medical, Inc. - Series A Preferred Stock(b)(c)(d)(e)(f)(h)

    3,479,225  
    134,898  

Clear Guide Medical, Inc. - Series A-2 Preferred Stock(b)(c)(d)(e)(f)(h)

    667,745  
     

Committed Advisors Secondary Fund III(b)(c)(g)

    925,896  
    2,033,849  

DSI Digital, LLC - Series A Convertible Preferred Units(b)(c)(d)(e)(f)

    3,000,000  
     

EJF Sidecar Fund, Series LLC - Small Financial Equities Series(b)(c)(g)

    584,245  
    10  

GPB Automotive Portfolio LP(b)(c)(e)(f)(g)

    457,314  
     

Gravity Ranch Fund I LP(b)(c)(e)(f)(g)(h)

    593,504  
     

Greenspring Opportunities V, LP(b)(c)(g)

    89,682  
    3,500,000  

Metro Diner, LLC - Series B Units(b)(c)(d)(e)(f)

    3,500,000  
    1,880,968  

Metro Diner, LLC - Series II Common Units(b)(c)(d)(e)(f)

    2,575,056  
     

PineBridge Secondary Partners IV SLP(b)(c)(g)

    361,399  
     

Star Mountain Diversified Small Business Access Fund II LP(b)(c)(g)

    841,966  
    337,207  

Tout, Inc. - Series C Preferred Stock(b)(c)(d)(e)(f)

    1,842,086  
    674,136  

Tout, Inc. - Series D Preferred Stock(b)(c)(d)(e)(f)

    2,753,310  
    313,520  

Waratek, Ltd. - Series B-1 Shares(b)(c)(d)(e)(f)(h)

    1,830,239  
    756,826  

Waratek, Ltd. - Series B-2 Shares(b)(c)(d)(e)(f)(h)

    4,418,132  
       

TOTAL PRIVATE EQUITY (Cost $24,161,380)

    31,038,271  

 

See accompanying notes to financial statements.

 

13

 

 

Wildermuth Endowment Fund

 

Schedule of Investments - Continued
June 30, 2018 (Unaudited)

 

 

 

Shares,
Principal
Amount,
or Units

     

Value

 
       

PRIVATE EQUITY DEBT — 2.5%

       
  $ 750,000  

Clear Guide Medical, Inc. - Convertible Note, 10.00%, 7/6/2018(b)(c)(e)(f)

  $ 780,000  
    1,600,000  

Schweizer - RSG, LLC - Promissory Note, 12.09%, 1/22/2021(b)(c)(e)(f)(i)

    1,600,000  
       

TOTAL PRIVATE EQUITY DEBT (Cost $2,318,000)

    2,380,000  
                 
       

PRIVATE REAL ESTATE INVESTMENTS — 10.0%

       
    95,075  

ARCTRUST, Inc.(b)(c)(e)(f)

    1,348,168  
    101,470  

Cottonwood Residential, Inc.(b)(c)(e)(f)(g)

    1,939,092  
     

Harbert Seniors Housing Fund I LP(b)(c)(g)

    1,253,554  
     

PCG Select Series I LLC - Series A Preferred Stock(b)(c)(g)

    800,000  
    426  

PRISA III Fund LP(b)(c)(g)

    705,844  
     

RRA Credit Opportunity Fund LP(b)(c)(g)(h)

    1,814,785  
    56  

Shopoff Land Fund III LP(b)(c)(e)(f)(g)

    42,884  
     

Stonehill Strategic Hotel Credit Opportunity Fund II LP(b)(c)(g)

    974,858  
     

Walton Street Real Estate Fund VIII LP(b)(c)(g)

    478,551  
       

TOTAL PRIVATE REAL ESTATE INVESTMENTS (Cost $8,200,109)

    9,357,736  
                 
       

PUBLIC REAL ESTATE INVESTMENTS — 1.0%

       
       

PUBLIC NON-TRADED REAL ESTATE INVESTMENT TRUSTS — 1.0%

       
    111,521  

Behringer Harvard Opportunity(b)(c)(e)(f)

    217,466  
    18,060  

Black Creek Diversified Property Fund, Inc.(b)(c)(e)(f)

    134,731  
    136,771  

Highlands REIT, Inc.(b)(c)

    45,135  
    153,283  

Inventrust Properties Corp.(b)(c)

    481,308  
    3,330  

Phillips Edison Grocery Center(b)(c)(e)(f)

    36,795  
              915,435  
       

PUBLIC NON-TRADED REAL ESTATE LIMITED PARTNERSHIP — 0.0%

       
    1,725  

Uniprop Manufactured Housing Communities Income Fund II(b)(c)(e)(f)(g)

    12,610  
       

TOTAL PUBLIC REAL ESTATE INVESTMENTS (Cost $773,138)

    928,045  
                 
       

REAL ESTATE LOANS — 5.0%

       
  $ 371,213  

Airport Center Development Partners, LLC, 9.50%, 9/17/2018(b)(c)(e)(f)

    371,213  
    400,000  

Dog Wood Park of Northeast Florida, LLC, 9.50%, 7/21/2018(b)(c)(e)(f)

    400,000  
    400,000  

Hauiki Hui, LLC, 9.50%, 8/1/2018(b)(c)(e)(f)

    400,000  
    989,280  

Park City (PCG), 10.5%, 3/12/2019(b)(c)(e)(f)

    989,280  
    500,000  

Saratoga Springs Partners, LLC, 9.50%, 8/1/2018(b)(c)(e)(f)

    500,000  
    2,000,000  

Westgate at Powers, LLC, 10.500%, 6/21/2019(b)(c)(e)(f)

    2,000,000  
       

TOTAL REAL ESTATE LOANS (Cost $4,432,243)

    4,660,493  

 

See accompanying notes to financial statements.

 

14

 

 

Wildermuth Endowment Fund

 

Schedule of Investments - Continued
June 30, 2018 (Unaudited)

 

 

 

Shares,
Principal
Amount,
or Units

     

Value

 
       

WARRANTS — 0.6%

       
    100  

Atlas Fintech Holdings Corp., Exercise Price $13,000, Notional: $1,300,000, 12/20/2021(a)(b)(c)(d)(e)(f)

  $ 0  
    44  

Atlas Fintech Holdings Corp., Exercise Price $14,950, Notional: $657,800, 8/9/2022(a)(b)(c)(d)(e)(f)

    0  
    1,442  

Schweizer RSG, LLC, Exercise Price $112.50, Notional: $162,225, 1/22/2028(a)(b)(c)(e)(f)

    0  
    92,212  

Waratek, Ltd. - Series B-1 Shares, Exercise Price 0.01 Euro, Notional: 922 Euro,
01/22/2028(b)(c)(d)(e)(f)(h)

    537,230  
       

TOTAL WARRANTS (Cost $0)

    537,230  
                 
       

SHORT-TERM INVESTMENTS — 7.9%

       
    7,371,946  

Fidelity Institutional Government Portfolio - Institutional Class, 1.77%(j)

    7,371,946  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $7,371,946)

    7,371,946  
                 
       

TOTAL INVESTMENTS — 98.5% (Cost $79,293,538)

    92,020,532  
       

Other assets less liabilities — 1.5%

    1,406,290  
       

TOTAL NET ASSETS —100.0%

  $ 93,426,822  

 

ADR – American Depositary Receipt

LLC – Limited Liability Company

LP – Limited Partnership

PLC – Public Limited Company

REIT – Real Estate Investment Trust

SLP – Special Limited Partnership

 

(a)

Non-income Producing

 

(b)

Restricted Security. As of June 30, 2018 these securities amounted to $64,795,813 representing 69.35% of total net assets. Please refer to Note 7, Investments in Restricted Securities, in the Notes to the Financial Statements.

 

(c)

Illiquid Security. As of June 30, 2018 these securities amounted to $64,525,877 representing 69.07% of total net assets.

 

(d)

Private Investment Company. As of June 30, 2018 these securities amounted to $29,896,867 representing 32.00% of total net assets.

 

(e)

Level 3 security in accordance with fair value hierarchy.

 

(f)

Security fair valued using methods determined in good faith by the Fair Value Committee designated by the Board of Trustees. As of June 30, 2018 these securities amounted to $43,305,658 representing 46.35% of total net assets.

 

(g)

Private Fund. As of June 30, 2018 these securities amounted to $21,329,272 representing 22.83% of total net assets.

 

(h)

Denotes an investment in an affiliated entity. Please refer to Note 8, Investments in Affiliated Issuers, in the Notes to the Financial Statements.

 

(i)

Variable Rate Security

 

(j)

Represents the current rate as of June 30, 2018.

 

See accompanying notes to financial statements.

 

15

 

 

Wildermuth Endowment Fund

 

Statement of Assets and Liabilities
As of June 30, 2018 (Unaudited)

 

 

Assets:

       

Investments in unaffiliated issuers at value (cost $63,734,785)

  $ 73,173,275  

Investments in affiliated issuers at value (cost $15,558,753)

    18,847,257  

Receivables:

       

Due from Adviser

    135,271  

Dividends and interest

    539,754  

Fund shares sold

    934,587  

Prepaid expenses

    33,760  

Total assets

    93,663,904  
         

Liabilities:

       

Payables:

       

Professional fees

    118,780  

Shareholder servicing fees

    26,125  

Transfer agent fees and expenses

    29,113  

Fund accounting & administration

    14,776  

Custody fees

    6,215  

Distribution fees

    13,832  

Accrued other liabilities

    28,241  

Total liabilities

    237,082  

Net Assets

  $ 93,426,822  
         

Net Assets Consist of:

       

Paid in capital (unlimited shares authorized, 25,000,000 shares registered, no par value)

  $ 81,850,785  

Accumulated net investment loss

    (101,016 )

Accumulated net realized loss on investments

    (1,048,442 )

Net unrealized appreciation (depreciation) on:

       

Investments

    12,726,994  

Foreign currency translations

    (1,499 )

Net Assets

  $ 93,426,822  
         

Net Assets:

       

Class A

  $ 63,765,642  

Class C

    27,368,253  

Class I

    2,292,927  

Net Assets

  $ 93,426,822  
         

Shares of Beneficial Interest Issued and Outstanding:

       

Class A shares

    4,826,420  

Class C shares

    2,109,869  

Class I shares

    172,491  

Total Shares Outstanding

    7,108,780  
         

Net Asset Value, Offering Price and Redemption Proceeds per Share(1)

       

Class A

  $ 13.21  

Class C(2)

  $ 12.97  

Class I

  $ 13.29  

Class A - Maximum offering price per share (Net asset value per share divided by 0.9425)(3)

  $ 14.02  

 

(1)

Redemptions made within 90 days of purchase may be assessed a redemption fee of 2.00%.

 

(2)

Class C Shares of the Fund are subject to a Contingent Deferred Sales Charge (“CDSC”) of 1.00% on any shares sold within 365 days of purchase.

 

(3)

Reflects a maximum sales charge of 5.75%.

 

See accompanying notes to financial statements.

 

16

 

 

Wildermuth Endowment Fund

 

Statement of Operations
For the six months ended June 30, 2018 (Unaudited)

 

 

Investment Income:

       

Dividends from unaffiliated issuers (net of foreign withholding taxes of $10,448)

  $ 508,015  

Dividends from affiliated issuers (net of foreign withholding taxes of $0)

    37,441  

Interest

    535,137  

Total investment income

    1,080,593  
         

Expenses:

       

Advisory fees (see Note 4)

    640,197  

Legal fees

    211,907  

Audit fees

    97,271  

Accounting & administration servicing fees

    83,783  

Shareholder servicing fees - Class A

    79,295  

Distribution fees - Class C

    78,713  

Transfer agent fees

    76,529  

Trustees' fees

    35,800  

Printing and postage expenses

    35,786  

Miscellaneous expenses

    32,400  

Registration fees

    31,204  

Chief compliance officer fees

    27,325  

Shareholder servicing fees - Class C

    26,238  

Chief financial officer fees

    25,541  

Custodian fees

    13,846  

Insurance expense

    9,775  

Total expenses

    1,505,610  

Expenses waived and reimbursed from Adviser (see Note 4)

    (361,070 )

Net expenses

    1,144,540  

Net investment loss

    (63,947 )
         

Realized and Unrealized Gain (Loss) on Investments and foreign currency:

       

Net realized loss on:

       

Investments

    (1,806,394 )

Foreign currency transactions

    (39,702 )

Total net realized loss

    (1,846,096 )

Net change in unrealized appreciation on:

       

Investments in unaffiliated issuers

    1,601,868  

Investments in affiliated issuers

    1,332,081  

Foreign currency translations

    24,518  

Total net change in unrealized appreciation

    2,958,467  

Net realized and unrealized gain on investments and foreign currency

    1,112,371  
         

Net Increase in Net Assets from Operations

  $ 1,048,424  

 

See accompanying notes to financial statements.

 

17

 

 

Wildermuth Endowment Fund

 

Statements of Changes in Net Assets

 

 

   

For the six
months ended
June 30, 2018
(Unaudited)

   

For the
year ended
December 31,
2017

 

Change in Net Assets From:

               

Operations:

               

Net investment loss

  $ (63,947 )   $ (275,618 )

Net realized gain (loss) on investments

    (1,846,096 )     1,650,549  

Distributions of realized gains by underlying investment companies

          1,016  

Net change in unrealized appreciation on investments

    2,958,467       7,127,709  

Net increase in net assets resulting from operations

    1,048,424       8,503,656  
                 

Distributions to Shareholders:

               

From return of capital - Class A

    (691,296 )     (635,374 )

From return of capital - Class C

    (265,401 )     (158,005 )

From return of capital - Class I

    (12,189 )     (181 )(1) 

From net realized gains - Class A

          (841,001 )

From net realized gains - Class C

          (254,006 )

From net realized gains - Class I

          (3,838 )(1) 

Total distributions to shareholders

    (968,886 )     (1,892,405 )
                 

Capital Share Transactions:

               

Net proceeds from Class A shares sold

    6,062,486       27,369,426  

Net proceeds from Class C shares sold

    9,163,447       12,129,974  

Net proceeds from Class I shares sold

    2,103,510       271,389  (1) 

Reinvestment of distributions from Class A shares

    229,835       978,879  

Reinvestment of distributions from Class C shares

    139,046       389,638  

Reinvestment of distributions from Class I shares

    5,492       3,736  (1) 

Cost of Class A shares redeemed

    (4,196,673 )     (3,788,422 )

Cost of Class C shares redeemed

    (332,902 )     (319,132 )

Cost of Class I shares redeemed

    (113,248 )      (1) 

Redemption fees

          2,666  

Net increase from capital share transactions

    13,060,993       37,038,154  
                 

Net change in net assets

    13,140,531       43,649,405  
                 

Net Assets:

               

Beginning of period

    80,286,291       36,636,886  

End of period

  $ 93,426,822     $ 80,286,291  
                 

Accumulated net investment loss

  $ (101,016 )   $ (37,069 )
                 

Transactions in Shares:

               

Issuance of Class A shares

    463,885       2,205,487  

Issuance of Class C shares

    708,878       988,431  

Issuance of Class I Shares

    159,251       21,051  (1)

Class A shares reinvested

    17,531       77,225  

Class C shares reinvested

    10,803       31,088  

Class I shares reinvested

    416       288  (1) 

Class A shares redeemed

    (316,838 )     (303,960 )

Class C shares redeemed

    (25,509 )     (25,841 )

Class I shares redeemed

    (8,515 )      (1) 

Net increase in shares of beneficial interest outstanding

    1,009,902       2,993,769  

 

(1)

Reflects operations for the period from April 28, 2017 (inception date) to December 31, 2017.

 

See accompanying notes to financial statements.

 

18

 

 

Wildermuth Endowment Fund

 

Statement of Cash Flows (Unaudited)

 

 

   

For the six
months ended
June 30, 2018

 

Cash flows from operating activities:

       

Net increase in net assets from operations

  $ 1,048,424  

Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:

       

Purchases of investments

    (24,283,444 )

Purchase of short term investments, net

    (2,693,856 )

Proceeds from sale of investments

    17,786,627  

Net realized loss from investments

    1,806,394  

Net realized paydown gains

    (108,447 )

Net unrealized appreciation on investments

    (2,933,949 )

Return of capital and non-income distributions received

    957,683  
         

Changes in assets and liabilities

       

(Increase)/Decrease in assets:

       

Due from Investment Adviser

    (135,271 )

Dividend and interest receivable

    (317,179 )

Receivable for securities sold

    245,113  

Miscellaneous receivable

    1,609  

Prepaid expenses and other assets

    (9,989 )

Increase/(Decrease) in liabilities:

       

Payable to custodian

    (2,747,180 )

Payable to Investment Adviser

    (10,690 )

Payable for professional fees

    66,510  

Payable for shareholder servicing fees

    1,767  

Payable for fund accounting and administration fees

    377  

Payable for custody fees

    1,048  

Payables for transfer agent fees and expenses

    9,858  

Payable for distribution fees

    2,751  

Accrued expenses and other liabilities

    2,980  

Net cash used in operating activities

    (11,308,864 )
         

Cash flows from financing activities:

       

Proceeds from shares sold

    16,426,200  

Cost of shares redeemed

    (4,642,823 )

Cash distributions paid, net of reinvestment

    (594,513 )

Net cash provided by financing activities

    11,188,864  
         

Net decrease in cash

    (120,000 )

Cash at beginning of year

    120,000  

Cash at end of period

  $  
         

Supplemental disclosure of non-cash activity:

       

Reinvestment of distributions

  $ 374,373  

 

See accompanying notes to financial statements.

 

19

 

 

Wildermuth Endowment Fund

 

Financial Highlights – Class A

 

 

Per share income and capital changes for a share outstanding throughout each period.

 

   

For the six
months ended
June 30, 2018
(Unaudited)

   

For the
year ended
December 31,
2017
(10)

   

For the
year ended
December 31,
2016
(10)

   

For the
period ended
December 31,
2015
(11)

 
                                 

Net asset value, beginning of period

  $ 13.21     $ 11.81     $ 10.79     $ 10.00  
                                 

Income from Investment Operations:

                               

Net investment income (loss)(1)

    0.00  (6)      (0.04 )     0.01       0.05  

Net realized and unrealized gain

    0.14       1.80       1.19       0.93  (12) 

Total from investment operations

    0.14       1.76       1.20       0.98  

Less Distributions:

                               

From net investment income

                      (0.03 )

From return of capital

    (0.14 )(7)     (0.18 )     (0.18 )     (0.16 )

From net realized gains

          (0.18 )            

Total distributions

    (0.14 )     (0.36 )     (0.18 )     (0.19 )
                                 

Net asset value, end of period

  $ 13.21     $ 13.21     $ 11.81     $ 10.79  
                                 

Total return(2)

    1.09 %(8)     15.07 %     11.27 %     9.74 %(8)
                                 

Ratios and Supplemental Data:

                               

Net assets, end of period (in thousands)

  $ 63,766     $ 61,568     $ 31,686     $ 14,467  

Ratio of expenses before waivers to average net assets(3)

    3.34 %(9)     3.32 %     4.73 %     16.65 %(9)

Ratio of net expenses to average net assets(3)(4)

    2.50 %(9)     2.50 %     2.50 %     2.50 %(9)

Ratio of net investment income (loss) to average net assets(3)(5)

    0.02 %(9)     (0.35 )%     0.07 %     0.49 %(9)

Portfolio turnover rate

    21 %(8)     51 %     55 %     107 %(8)

 

(1)

Per share amounts calculated using the average shares method.

 

(2)

Total returns would have been lower had certain expenses not been waived or absorbed by the Adviser. Returns shown do not include payment of a maximum sales load of offering price. If the sales charge was included total returns would be lower. The maximum sales load in 2016 and 2015 was 6.00% of offering price. Effective October 20, 2017 the maximum sales load was changed to 5.75% of offering price.

 

(3)

The ratios of expenses and net investment income to average net assets do not reflect the Fund’s proportionate share of income and expenses of underlying investment companies in which the Fund invests.

 

(4)

Represents the ratio of expenses to average net assets net of fee waivers and/or expense reimbursements by Adviser.

 

(5)

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

 

(6)

This amount represents less than $0.01 per share.

 

(7)

The amounts and sources of distributions reported in this report reflect the estimates in order to comply with SEC regulations and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV in early 2019 for the 2018 calendar year that will tell you how to report these distributions for federal income tax purposes (e.g., ordinary income, long-term capital gain or return of capital).

 

(8)

Not annualized.

 

(9)

Annualized.

 

(10)

Redemption fees consisted of per share amounts of less than $0.01

 

(11)

The Wildermuth Endowment Fund commenced operations on January 2, 2015 (inception date 12/31/2014).

 

(12)

Realized and unrealized gain per share does not correlate to the aggregate of the net realized and unrealized gains on the Statement of Operations for the period ended December 31, 2015, primarily due to the timing of sales and repurchases of the Fund’s shares in relation to fluctuating market values for the Fund’s portfolio.

 

See accompanying notes to financial statements.

 

20

 

 

Wildermuth Endowment Fund

 

Financial Highlights – Class C

 

 

Per share income and capital changes for a share outstanding throughout each period.

 

   

For the six
months ended
June 30, 2018
(Unaudited)

   

For the
year ended
December 31,
2017

   

For the
period ended
December 31,
2016
(9)

 
                         

Net asset value, beginning of period

  $ 13.02     $ 11.73     $ 10.68  
                         

Income from Investment Operations:

                       

Net investment loss(1)

    (0.05 )     (0.13 )     (0.07 )

Net realized and unrealized gain

    0.14       1.78       1.25  

Total from investment operations

    0.09       1.65       1.18  

Less Distributions:

                       

From return of capital

    (0.14 )(6)     (0.18 )     (0.13 )

From net realized gains

          (0.18 )      

Total distributions

    (0.14 )     (0.36 )     (0.13 )
                         

Net asset value, end of period

  $ 12.97     $ 13.02     $ 11.73  
                         

Total return(2)

    0.72 %(7)     14.23 %     11.10 %(7)
                         

Ratios and Supplemental Data:

                       

Net assets, end of period (in thousands)

  $ 27,368     $ 18,435     $ 4,951  

Ratio of expenses before waivers to average net assets(3)

    4.09 %(8)     4.07 %     5.63 %(8)

Ratio of net expenses to average net assets(3)(4)

    3.25 %(8)     3.25 %     3.25 %(8)

Ratio of net investment loss to average net assets(3)(5)

    (0.71 )%(8)     (1.08 )%     (0.77 )%(8)

Portfolio turnover rate

    21 %(7)     51 %     55 %(7)

 

(1)

Per share amounts calculated using the average shares method.

 

(2)

Total returns would have been lower had certain expenses not been waived or absorbed by the Adviser. Returns shown do not include payment of a Contingent Deferred Sales Charge (“CDSC”) of 1.00% on any shares sold within 365 days of purchase. If the sales charge was included total returns would be lower.

 

(3)

The ratios of expenses and net investment income to average net assets do not reflect the Fund’s proportionate share of income and expenses of underlying investment companies in which the Fund invests.

 

(4)

Represents the ratio of expenses to average net assets net of fee waivers and/or expense reimbursements by Adviser.

 

(5)

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

 

(6)

The amounts and sources of distributions reported in this report reflect the estimates in order to comply with SEC regulations and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV in early 2019 for the 2018 calendar year that will tell you how to report these distributions for federal income tax purposes (e.g., ordinary income, long-term capital gain or return of capital).

 

(7)

Not annualized.

 

(8)

Annualized.

 

(9)

Reflects operations for the period from March 14, 2016 (inception date) to December 31, 2016.

 

See accompanying notes to financial statements.

 

21

 

 

Wildermuth Endowment Fund

 

Financial Highlights – Class I

 

 

Per share income and capital changes for a share outstanding throughout each period.

 

   

For the six
months ended
June 30, 2018
(Unaudited)

   

For the
period ended
December 31,
2017
(8)

 
                 

Net asset value, beginning of period

  $ 13.27     $ 12.26  
                 

Income from Investment Operations:

               

Net investment income(1)

    0.02       0.02  

Net realized and unrealized gain

    0.14       1.30  

Total from investment operations

    0.16       1.32  

Less Distributions:

               

From return of capital

    (0.14 )(7)     (0.13 )

From net realized gains

          (0.18 )

Total distributions

    (0.14 )     (0.31 )
                 

Net asset value, end of period

  $ 13.29     $ 13.27  
                 

Total return(2)

    1.24 %     10.87 %
                 

Ratios and Supplemental Data:

               

Net assets, end of period (in thousands)

  $ 2,293     $ 283  

Ratio of expenses before waivers to average net assets(3)(4)

    3.09 %     3.24 %

Ratio of net expenses to average net assets(3)(4)(5)

    2.25 %     2.25 %

Ratio of net investment income to average net assets(3)(4)(6)

    0.43 %     0.26 %

Portfolio turnover rate(2)

    21 %     51 %

 

(1)

Per share amounts calculated using the average shares method.

 

(2)

Not annualized.

 

(3)

Annualized.

 

(4)

The ratios of expenses and net investment income to average net assets do not reflect the Fund’s proportionate share of income and expenses of underlying investment companies in which the Fund invests.

 

(5)

Represents the ratio of expenses to average net assets net of fee waivers and/or expense reimbursements by Adviser.

 

(6)

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

 

(7)

The amounts and sources of distributions reported in this report reflect the estimates in order to comply with SEC regulations and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV in early 2019 for the 2018 calendar year that will tell you how to report these distributions for federal income tax purposes (e.g., ordinary income, long-term capital gain or return of capital).

 

(8)

Reflects operations for the period from April 28, 2017 (inception date) to December 31, 2017.

 

See accompanying notes to financial statements.

 

22

 

 

Wildermuth Endowment Fund

 

Notes to Financial Statements
June 30, 2018 (Unaudited)

 

 

1. ORGANIZATION

 

Wildermuth Endowment Fund (the “Fund”), formerly known as the Wildermuth Endowment Strategy Fund, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company that is operated as an interval fund. The Fund was organized as a Delaware statutory trust on August 28, 2013, and did not have any operations from that date until December 31, 2014, other than those relating to organizational matters and registration of its shares under applicable securities law. The Fund commenced operations on January 2, 2015. The Fund’s investment objective is to seek total return through a combination of long-term capital appreciation and income generation. The Fund will pursue its objective by investing in assets that Wildermuth Advisory, LLC (the “Adviser”) believes provide favorable long-term capital appreciation and risk-adjusted return potential, as well as in income-producing assets that the Adviser believes will provide consistent income generation and liquidity.

 

The Fund is engaged in a continuous offering, up to a maximum of 25 million shares of beneficial interest, and will operate as an interval fund that will offer to make quarterly repurchases of shares at the Fund’s net asset value (“NAV”). The Fund currently offers three different classes of shares: Class A, Class C, and Class I shares.

 

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 United States of America (“GAAP”). The preparation of financial statements 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 and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund is an investment company and follows the accounting and reporting requirements under Financial Accounting Standards Board (“FASB”) Accounting Standards (“ASC”) Topic 946, Financials Services – Investment Companies.

 

Investment Valuation – For purposes of determining the NAV of the Fund, readily marketable portfolio securities listed on the NYSE are valued, except as indicated below, at the last sale price reflected on the consolidated tape at the close of the NYSE on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. If no bid or asked prices are quoted on such day or if market prices may be unreliable because of events occurring after the close of trading, then the security is valued by such method as the Fair Value Committee shall determine in good faith to reflect its fair market value. Readily marketable securities not listed on the NYSE but listed on other domestic or foreign securities exchanges are valued in a like manner. Portfolio securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined as reflected on the consolidated tape at the close of the exchange representing the principal market for such securities. Securities trading on NASDAQ are valued at the closing price, or, in the case of securities not reported by NASDAQ, a comparable source, as the Fair Value Committee deems appropriate to reflect their fair market value. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices for the day, or if no asked price is available, at the bid price. However, certain debt securities may be valued on the basis of prices provided by a pricing service based on broker or dealer supplied valuations or matrix pricing, a method of valuing securities by reference to the value of other securities with similar characteristics, such as rating, interest rate and maturity.

 

The “last reported” trade price or sale price or “closing” bid price of a security on any trading day shall be deemed to be: (a) with respect to securities traded primarily on the NYSE, the American Stock Exchange or NASDAQ, the last reported trade price or sale price, as the case may be, as of 4:00 p.m., Eastern Time, on that day, and (b) for securities listed, traded or quoted on any other exchange, market, system or service, the market price as of the end of the “regular hours” trading period that is generally accepted as such by such exchange, market, system or service. If, in the future, the benchmark times generally accepted in the securities industry for determining the market price of a stock as of a given trading day shall change from those set forth above, the fair market value of a security shall be determined as of such other generally accepted benchmark times.

 

Non U.S. dollar-denominated securities, if any, are valued as of the close of the NYSE at the closing price of such securities in their principal trading market, but may be valued at fair value if subsequent events occurring before the computation of NAV have materially affected the value of the securities. Trading may take place in foreign issues held by the Fund, if any, at times when the Fund is not open for business. As a result, the Fund’s NAV may change at times when it is not possible to purchase or sell shares of the Fund.

 

If market quotations are not readily available, securities are valued at fair values as determined in good faith by the Board of Trustees (the “Board”). The Board has delegated the day-to-day responsibility for determining these fair values in accordance with the policies it has approved to the Fair Value Committee, subject to Valuation Committee and ultimately Board oversight. The Fair Value Committee will provide

 

23

 

 

Wildermuth Endowment Fund

 

Notes to Financial Statements - Continued
June 30, 2018 (Unaudited)

 

 

the Valuation Committee and the Board with periodic reports, no less frequently than quarterly, that discuss the functioning of the valuation process, if applicable to that period, and that identify issues and valuations problems that have arisen, if any. As appropriate, the Valuation Committee and the Board will review any securities valued by the Fair Value Committee in accordance with the Fund’s valuation policies during these periodic reports.

 

Investments in privately placed debt instruments initially will be valued at cost (purchase price plus all related acquisition costs and expenses, such as legal fees and closing costs) and thereafter will be revalued quarterly at fair value.

 

As a general matter, the fair value of the Fund’s interest in Investment Funds that are Hedge Funds, Private Equity Funds, Private Real Estate Funds and Non-Traded REITs (“Non-Traded Funds”), will represent the amount that the Fund could reasonably expect to receive from the Non-Traded Fund if the Fund’s interest was redeemed at the time of valuation, based on information reasonably available at the time the valuation is made and that the Fund believes to be reliable. Investments in Non-Traded Funds are recorded at fair value, using the Non-Traded Fund’s net asset value as a practical expedient. Based on guidance provided by FASB, investments for which fair value is measured using the net asset value practical expedient are not required to be categorized in the fair value hierarchy. In the event a Non-Traded Fund does not report a value to the Fund on a timely basis, the Fair Value Committee, acting under the Valuation Committee and ultimately the Board’s supervision and pursuant to policies implemented by the Board, will determine the fair value of the Fund’s investment based on the most recent value reported by the Non-Traded Fund, as well as any other relevant information available at the time the Fund values its investments. Following procedures adopted by the Board, in the absence of specific transaction activity in a particular investment fund, the Fair Value Committee will consider whether it is appropriate, in light of all relevant circumstances, to value the Fund’s investment at the NAV reported by the Non-Traded Fund at the time of valuation or to adjust the value to reflect a premium or discount.

 

Securities for which market quotations are not readily available (including restricted securities and private placements, if any) are valued at their fair value as determined in good faith under consistently applied procedures approved by the Board. Methodologies and factors used to fair value securities may include, but are not limited to, the analysis of current debt to cash flow, information of any recent sales, the analysis of the company’s financial statements, quotations or evaluated prices from broker-dealers, information obtained from the issuer or analysts and the nature of the existing market for securities with characteristics similar to such obligations. Valuations may be derived following a review of pertinent data (EBITDA, Revenue, etc.) from company financial statements, relevant market valuation multiples for comparable companies in comparable industries, recent transactions, and management assumptions. The Fund may use fair value pricing for foreign securities if a material event occurs that may affect the price of a security after the close of the foreign market or exchange (or on days the foreign market is closed) but before the Fund prices its portfolio, generally at 4:00 p.m. Eastern Time. Fair value pricing may also be used for securities acquired as a result of corporate restructurings or reorganizations, as reliable market quotations for such issues may not be readily available. For securities valued in good faith, the value of an investment used to determine the Fund’s net asset value may differ from published or quoted prices for the same investment. The valuations for these good faith securities are monitored and reviewed in accordance with the methodologies described above by the Fund’s Fair Valuation Committee on an ongoing basis as information becomes available but are evaluated at least quarterly. The good faith security valuations and fair value methodologies are reviewed and approved by the Fund’s Board on a quarterly basis. There can be no assurance that the Fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time which the Fund determines its net asset value per share.

 

GAAP defines fair value, establishes a three-tier framework for measuring fair value based on a hierarchy of inputs, and expands disclosure about fair value measurements. It also provides guidance on determining when there has been a significant decrease in the volume and level of activity for an asset or liability, when a transaction is not orderly and how that information must be incorporated into a fair value measurement. The hierarchy distinguishes between market data obtained from independent sources (observable inputs) and the Fund’s own market assumptions (unobservable inputs). These inputs are used in determining the fair value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

 

 

Level 1 – quoted prices in active markets for identical securities. An active market for the security is a market in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. A quoted price in an active market provides the most reliable evidence of fair value.

 

 

Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc. and quoted prices for identical or similar assets in markets that are not active.) Inputs that are derived principally from or corroborated by observable market data. An adjustment to any observable input that is significant to the fair value may render the measurement a Level 3 measurement.

 

24

 

 

Wildermuth Endowment Fund

 

Notes to Financial Statements - Continued
June 30, 2018 (Unaudited)

 

 

 

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

 

Investments in Non-Traded Funds are recorded at fair value, using the Non-Traded Funds net asset value as a practical expedient. Investments measured using the net asset value practical expedient are not required to be categorized in the fair value hierarchy.

 

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the valuation inputs, representing 100% of the Fund’s investments, used to value the Fund’s assets and liabilities as of June 30, 2018:

 

           

Fair Value Measurements at the
End of the Reporting Period Using

         

Investment in Securities

 

Practical
Expedient**

   

Level 1
Quoted Prices

   

Level 2
Other Significant
Observable Inputs

   

Level 3
Significant
Unobservable
Inputs

   

Total

 

Security Type

                                       

Common Stocks*

  $     $ 14,352,585     $     $     $ 14,352,585  

Exchange Traded Funds*

          5,770,124                   5,770,124  

Commodity & Natural Resource Investments

    2,111,764  (1)(8)(9)                  1,540,947       3,652,711  

Direct Real Estate

    1,405,642  (2)(8)(9)                  2,092,631       3,498,273  

Hedge Funds

    5,014,467  (3)(8)(9)                        5,014,467  

High Yield Loans

    1,868,651  (4)(8)(9)                  1,590,000       3,458,651  

Private Equity

    4,265,660  (5)(8)(10)                  26,772,611       31,038,271  

Private Equity Debt

                      2,380,000       2,380,000  

Private Real Estate Investments

    6,027,592  (6)(8)(9)                  3,330,144       9,357,736  

Public Real Estate Investments*

    526,443  (7)(8)(9)                  401,602       928,045  

Real Estate Loans

                      4,660,493       4,660,493  

Warrants

                      537,230       537,230  

Short-Term Investments

          7,371,946                   7,371,946  

Total

  $ 21,220,219     $ 27,494,655     $     $ 43,305,658     $ 92,020,532  

 

*

All sub-categories within the security type represent their respective evaluation status. For a detailed breakout by industry, please refer to the Schedule of Investments.

 

**

Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the schedule of investments.

 

25

 

 

Wildermuth Endowment Fund

 

Notes to Financial Statements - Continued
June 30, 2018 (Unaudited)

 

 

(1)

Security

Withdrawals Permitted

Redemption Notice Period

Investment Objective

Investment Strategy

Lock Up Period

 

Kayne Anderson Energy Fund VII LP

Not Applicable

Not Applicable

Capital Gains

Purchase oil and gas companies; extraction and production companies.

N/A

             

(2)

Security

Withdrawals Permitted

Redemption Notice Period

Investment Objective

Investment Strategy

Lock Up Period

 

Brookwood SFL Investor Co-Investment Vehicle, LLC

Not Applicable

Not Applicable

Capital Gains and Current Income

Real Estate

N/A

             

(3)

Security

Withdrawals Permitted

Redemption Notice Period

Investment Objective

Investment Strategy

Lock Up Period

 

Condire Resource Partners LP

Quarterly

45 days

Capital Gains

Long/short mining and energy

12 months

 

EJF Trust Preferred Fund LP

Not Applicable

Not Applicable

Capital Gains and Income

Event driven with focus on financials

3 years

 

Rosebrook Opportunities Fund LP

Quarterly

Not Applicable

Capital Appreciation

Buying distressed hedge fund assets

N/A

             

(4)

Security

Withdrawals Permitted

Redemption Notice Period

Investment Objective

Investment Strategy

Lock Up Period

 

Direct Lending Income Fund LP

Quarterly

35 days

Current Income

Buying existing small business loans

N/A

             

(5)

Security

Withdrawals Permitted

Redemption Notice Period

Investment Objective

Investment Strategy

Lock Up Period

 

Abbot Secondary Opportunities LP

Not Applicable

Not Applicable

Capital Gains

Purchase private equity funds on secondary market

N/A

 

Auda Capital SCS SICAV SIF - Auda Asia Secondary Fund

Not Applicable

Not Applicable

Capital Gains and
Dividends

Luxembourg Limited Partnership by interest qualifying as an investment fund with variable capital – specialized investment fund

N/A

 

Committed Advisors Secondary Fund III

Not Applicable

Not Applicable

Capital Gains

Private equity fund with a global focus

N/A

 

EJF Sidecar Fund, Series LLC - Small Financial Equities Series

Not Applicable

Not Applicable

Capital Gains and
Dividends

Invests in equity of small depository institutions, including without limitation financial institutions that are impacted directly or indirectly by: (1) bank and thrift recapitalizations and/or restructurings; (2) merger and acquisition activity; and (3) government financial reform related policies.

N/A

 

Greenspring Opportunities V, LP

Not Applicable

Not Applicable

Capital Gains

Direct investments in growth stage companies

N/A

 

Pinebridge Secondary Partners IV SLP

Not Applicable

Not Applicable

Capital Appreciation

Private equity fund of funds

N/A

 

Star Mountain Diversified Small Business Access Fund II LP

Not Applicable

Not Applicable

Capital Appreciation

Structured Credit

N/A

             

(6)

Security

Withdrawals Permitted

Redemption Notice Period

Investment Objective

Investment Strategy

Lock Up Period

 

Harbert Seniors Housing Fund I LP

Quarterly

Not Applicable

Capital Appreciation and Income

Real estate

N/A

 

PCG Select Series I LLC - Series A Preferred Stock

Not Applicable

Not Applicable

Income

Real estate loans

N/A

 

PRISA III Fund LP

Quarterly

15 days

Capital Appreciation and Income

Diversified value-add real estate portfolio that targets above average real estate returns.

N/A

 

RRA Credit Opportunity Fund LP

Not Applicable

Not Applicable

Current Income

Real estate backed lending

N/A

 

Stonehill Strategic Hotel Credit Opportunity Fund II LP

Not Applicable

Not Applicable

Current Income

Value added lending to hospitality assets

N/A

 

Walton Street Real Estate Fund VIII LP

Not Applicable

Not Applicable

Capital Gains

Value added real estate

N/A

 

26

 

 

Wildermuth Endowment Fund

 

Notes to Financial Statements - Continued
June 30, 2018 (Unaudited)

 

 

(7)

Security

Withdrawals Permitted

Redemption Notice Period

Investment Objective

Investment Strategy

Lock Up Period

 

Highlands REIT, Inc.

Not Applicable

Not Applicable

Capital Gains and Current Income

Real Estate Investment Trust

N/A

 

Inventrust Properties Corp.

Not Applicable

Not Applicable

Capital Gains and Current Income

Real Estate Investment Trust

N/A

 

(8)

Redemption frequency and redemption notice period reflect general redemption terms, and exclude liquidity restrictions. Different tranches may have different liquidity terms and may be subject to investor level gates.

 

(9)

These investments are domiciled in the United States.

 

(10)

These investments are domiciled in the United States with the exception of Auda Capital SCS SICAV SIF - Auda Asia Secondary Fund and Committed Advisors Secondary Fund III.

 

For the period ended June 30, 2018, there were no transfers in and out of Level 1, Level 2, and Level 3. It is the Fund’s policy to recognize transfers into and out of all Levels at the end of the reporting period.

 

The following is a roll forward of the activity in investments in which significant unobservable inputs (Level 3) were used in determining fair value on a recurring basis:

 

   

Beginning
balance
January 1,
2018

   

Transfers
into
Level 3
during the
period

   

Transfers
out of
Level 3
during the
period

   

Purchases or
Conversions

   

Sales or
Conversions

   

Net
realized
gain

   

Return of
Capital

   

Change
in net
unrealized
appreciation
(depreciation)

   

Ending
balance
June 30,
2018

 

Wildermuth Endowment Fund

                                                                       

Commodity & Natural Resource Investments

  $ 1,411,506     $     $     $     $     $     $     $ 129,441     $ 1,540,947  

Direct Real Estate

    1,000,000                   1,067,990                   (33,776 )     58,417       2,092,631  

High Yield Loans

    1,590,000                                                 1,590,000  

Private Equity

    17,801,267                   5,231,783                         3,739,561       26,772,611  

Private Equity Debt

    3,080,544                   2,100,000       (2,700,000 )*           (32,000 )     (68,544 )     2,380,000  

Private Real Estate Investments

    3,336,600                                     (2,231 )     (4,225 )     3,330,144  

Public Real Estate Investments

    410,794                                           (9,192 )     401,602  

Real Estate Loans

    2,188,097                   4,000,000       (1,527,605 )     108,535       (239,439 )     130,905       4,660,493  

Warrants

                                              537,230       537,230  
    $ 30,818,808     $     $     $ 12,399,773     $ (4,227,605 )   $ 108,535     $ (307,446 )   $ 4,513,593     $ 43,305,658  

 

*

Includes $2,700,000 of private equity debt that was converted into private equity shares during the period.

 

The change in net unrealized appreciation (depreciation) included in the Statement of Operations attributable to Level 3 investments that were held as of December 31, 2017 and held throughout the period ended June 30, 2018 is $2,884,008.

 

27

 

 

Wildermuth Endowment Fund

 

Notes to Financial Statements - Continued
June 30, 2018 (Unaudited)

 

 

The following is a summary of quantative information about significant unobservable valuation inputs determined by management for Level 3 Fair Value Measurements for investments held as of June 30, 2018:

 

Type of Level 3 Investment

Fair Value as of
June 30, 2018

Valuation Technique

Unobservable Inputs

Range

Commodity & Natural Resource Investments

$ 1,540,947

Discounted Cash Flow

NYMEX future strip for WTI crude oil

$56.14/bbl - $71.44/bbl

     

NYMEX future strip for Henry Hub gas

$2.64/MMBTU - $2.95/MMBTU

     

Discount Rate

10%

Private Equity

$ 14,817,422

Income Approach

Growth Rate

2% - 243%

Private Equity Debt

$ 2,380,000

 

Discount Rate

14% - 20.20%

   

Guideline transaction comparison

Projected reveune mulitple

1.20x - 5.70x

   

Guideline company comparison

Projected reveune mulitple

.9x - 3.80x

   

Guideline company comparison

Control Premium

30%

   

Option pricing method

Volatility

80.80%

     

Risk Free Rate

1.94%

 

The following is a summary of quantative information about significant unobservable valuation inputs not determined by management for Level 3 Fair Value Measurements for investments held as of June 30, 2018:

 

Type of Level 3 Investment

Fair Value as of
June 30, 2018

Valuation Technique

Direct Real Estate

$ 2,092,631

Recent Transaction Value

High Yield Loans - Short Term

$ 1,590,000

Face Value

Private Real Estate Investments

$ 3,330,144

Recent Transaction Value

Real Estate Loans - Short Term

$ 4,660,493

Face Value

Private Equity

$ 11,955,189

Recent Transaction Value

Public Real Estate Investments

$ 401,602

Share Price

Warrants

$ 537,230

Recent Transaction Value

 

Security Transactions and Related Income – Security transactions are accounted for on trade date basis. Interest income is recognized on an accrual basis. Discounts are accreted and premiums are amortized on securities purchased over the lives of the respective securities. Dividend income is recorded on the ex-dividend date. Realized gains or losses from sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

 

Dividends and Distributions to Shareholders – Dividends from gross investment income are declared and distributed quarterly. Distributable net realized capital gains are declared and distributed annually. Dividends from gross investment income and distributions from net realized gains are recorded on ex- dividend date and determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (i.e., deferred losses, capital loss carry forwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification.

 

Distributions received from investments in securities that represent a return of capital or capital gains are recorded as a reduction of cost of investment or as a realized gain, respectively. The calendar year-end amounts of ordinary income, capital gains, and return of capital included in distributions received from the Fund’s investments in real estate investment trusts (“REITs”) are reported to the Fund

 

28

 

 

Wildermuth Endowment Fund

 

Notes to Financial Statements - Continued
June 30, 2018 (Unaudited)

 

 

after the end of the calendar year; accordingly, the Fund estimates these amounts for accounting purposes until the characterization of REIT distributions is reported to the Fund after the end of the calendar year. Estimates are based on the most recent REIT distribution information available.

 

Investment Companies – The Fund may obtain investment exposure to various asset classes by investing in other investment companies, including registered investment companies, such as ETFs, mutual funds and closed-end funds, as well as hedge funds, private equity funds or other privately offered pooled investment vehicles that are not registered under the 1940 Act (collectively “Investment Funds”). Each Investment Fund is subject to specific risks, depending on the nature of the fund. These risks could include liquidity risk, sector risk, and foreign currency risk, as well as risks associated with fixed income securities and commodities among others. Also, the Fund’s performance depends in part upon the performance of the Investment Fund managers and selected strategies, the adherence by such Investment Fund managers to such selected strategies, the instruments used by such Investment Fund managers and the Adviser’s ability to select Investment Funds and strategies and effectively allocate Fund assets among them. By investing in Investment Funds indirectly through the Fund, the investor bears asset-based fees at the Fund level, in addition to any asset-based fees and/or performance-based fees and allocations at the Investment Fund level. Moreover, an investor in the Fund bears a proportionate share of the fees and expenses of the Fund (including organizational and offering expenses, operating costs, sales charges, brokerage transaction expenses, and administrative fees) and, indirectly, similar expenses of the Investment Funds. Thus, an investor in the Fund may be subject to higher fees and operating expenses than if he or she invested in an Investment Fund directly.

 

Federal Income Taxes – It is the Fund’s policy to qualify as a regulated investment company by complying with the provisions of the Internal Revenue Code that are applicable to regulated investment companies and to distribute substantially all of its taxable income and net realized gains to shareholders. Therefore, no federal income tax provision has been recorded.

 

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken or expected to be taken on returns filed for open tax years 2015, 2016, and 2017. The Fund identifies its major tax jurisdictions as U.S. federal, and foreign jurisdictions where the Fund makes significant investments; 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.

 

Redemption Fee – For shares held for 90 days or less, the Fund will deduct a 2% redemption fee from the redemption amount if the shares are sold pursuant to the Fund’s quarterly repurchase program. Shares held longest will be treated as being repurchased first and shares held shortest as being repurchased last. The redemption fee does not apply to shares that were acquired through reinvestment of distributions. Shares held for more than 90 days are not subject to the 2% fee. Redemption fees are paid to the Fund directly and are designed to offset costs associated with fluctuations in Fund asset levels and cash flow caused by short-term shareholder trading. For the period ended June 30, 2018, the Fund did not have contributions to capital due to redemption fees.

 

Indemnification – The Fund indemnifies its officers and trustees for certain liabilities that may arise from the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on industry experience, the risk of loss due to these warranties and indemnities appears to be remote.

 

Foreign Currency Translations – The accounting records of the Fund are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income, and expenses are translated at the rate of exchange quoted on the respective date that such transactions are recorded. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

 

29

 

 

Wildermuth Endowment Fund

 

Notes to Financial Statements - Continued
June 30, 2018 (Unaudited)

 

 

Reported net realized foreign exchange gains or losses arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at each reporting period, resulting from changes in the exchange rate.

 

3. INVESTMENT TRANSACTIONS

 

The cost of purchases and proceeds from the sale of securities, other than short-term investments, for the period ended June 30, 2018, amounted to $24,283,444 and $17,786,627, respectively.

 

4. ADVISORY FEE AND FUND TRANSACTIONS

 

Advisory Fees – The Adviser is entitled to receive a monthly fee equal to the annual rate of 1.50% of the Fund’s average daily net assets. For the period ended June 30, 2018, the Adviser earned $640,197 in advisory fees.

 

Expense limitation agreement – The Adviser and the Fund have entered into an expense limitation and reimbursement agreement (the “Expense Limitation Agreement”) under which the Adviser has agreed contractually to waive its fees and to pay or absorb the direct, ordinary operating expenses of the Fund (including offering and organizational expenses but excluding front-end or contingent deferred loads, brokerage fees and commissions, acquired fund fees and expenses, borrowing costs (such as interest and dividend expenses on securities sold short), taxes and extraordinary expenses such as litigation), to the extent that they exceed 2.50%, 3.25%, and 2.25% per annum of the Fund’s average daily net assets attributable to Class A, Class C, and Class I shares (the “Expense Limitation”), respectively, through December 31, 2019. For the period ended June 30, 2018, the Adviser waived $361,070 in advisory fees to the Fund in accordance with this agreement. In consideration of the Adviser’s agreement to limit the Fund’s expenses, the Fund has agreed to repay the Adviser in the amount of any fees waived and Fund expenses paid or absorbed. Any waiver or reimbursement of fees by the Adviser is subject to repayment by the Fund within three years following such waiver or reimbursement; provided, however, that (i) the Fund is able to make such repayment without exceeding the expense limitation in place at the time the fees being repaid were waived or the Fund’s current expense limitation, whichever is lower, and (ii) such repayment is approved by the Fund’s Board. The Expense Limitation Agreement will remain in effect for successive twelve-month periods provided that such continuance is specifically approved at least annually by the Board. The Expense Limitation Agreement may be terminated only by the Fund’s Board on 60 days’ written notice to the Adviser. During the period ended June 30, 2018, the Adviser did not recoup any expenses. As of June 30, 2018, $703,853 is subject to recoupment through December 31, 2018, $525,023 through December 31, 2019, $458,874 through December 31, 2020, and $361,070 through December 31, 2021, to the extent the Expense Limitation Agreement is still in effect.

 

Distribution Agreement – The Fund has adopted a Distribution Agreement (the “Agreement”). The Agreement provides that a monthly distribution fee is calculated at an annual rate equal to 0.75% of the Fund’s average daily net assets attributable to Class C. Class A and Class I shares are not currently subject to a distribution fee. For the period ended June 30, 2018, $78,713 had been expensed for Class C distribution fees. Wildermuth Securities, LLC (an affiliate to the Adviser) is a principal co-distributor of the Fund, and is compensated for its services, which is a related party fee.

 

Shareholder Services Plan – The Fund has adopted a Shareholder Services Plan and Agreement (the “Plan). The Plan provides that a monthly service fee is calculated up to an annual rate equal to 0.25% of average daily net assets separately attributable to Class A and Class C shares. Class I shares are not included under the Plan and are not subject to a 0.25% average daily net asset fee. For the period ended June 30, 2018, Class A had expensed $79,295 in shareholder service fees and Class C had expensed $26,238. The Plan is with Wildermuth Advisory, LLC (the Adviser), who is compensated for its services, which is a related party fee.

 

Trustees – Each Independent Trustee receives a retainer of $5,000 per year, plus $2,500 for each board or board committee meeting the trustee attends in person ($3,000 for attendance by the chairperson of the audit committee at each meeting of the audit committee), or $500 for each meeting the trustee attends telephonically. If there is a meeting of the Board and one or more committees in a single day, the fees will be limited to $3,000 per day ($3,500 for the chairperson of the audit committee if there is a meeting of such committee) for an in person meeting and $750 ($1,000 for the chairperson of the audit committee if there is a meeting of such committee) for meetings attended telephonically. No “interested persons” who serve as Trustees of the Fund received any compensation for their services as Trustees. None of the executive officers received compensation from the Fund.

 

30

 

 

Wildermuth Endowment Fund

 

Notes to Financial Statements - Continued
June 30, 2018 (Unaudited)

 

 

5. FEDERAL TAX INFORMATION

 

At December 31, 2017, gross unrealized appreciation and depreciation on investments based on cost for federal income tax purposes were as follows:

 

Cost of investments

  $ 72,056,321  

Gross unrealized appreciation

  $ 11,137,384  

Gross unrealized depreciation

    (642,165 )

Net unrealized appreciation on investments

  $ 10,495,219  

 

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions and investments in partnerships.

 

As of December 31, 2017, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Undistributed ordinary income

  $  

Undistributed long-term gains

    58,411  

Tax accumulated earnings

    58,411  

Accumulated capital and other losses

     

Net unrealized appreciation on investments

    10,495,219  

Net unrealized depreciation on foreign currency translations

    (26,017 )

Total accumulated earnings/(deficit)

  $ 10,527,613  

 

The tax character of distributions paid during the fiscal years ended December 31, 2017 and December 31, 2016 were as follows:

 

   

2017

   

2016

 

Distributions paid from:

               

Ordinary income

  $     $  

Long-term capital gains

    1,098,845        

Return of capital

    793,560       379,066  

Total distributions paid

  $ 1,892,405     $ 379,066  

 

Capital loss carryovers are available to offset future realized capital gains and thereby reduce further taxable gain distributions. During the fiscal year ended December 31, 2017, the Fund utilized $180,941 of short-term non-expiring capital loss carryovers and $20,422 of long-term non-expiring capital loss carryovers.

 

6. REPURCHASE OFFERS

 

Pursuant to Rule 23c-3 under the Investment Company Act of 1940, as amended, the Fund offers shareholders on a quarterly basis the option of redeeming shares, at net asset value, of no less than 5% and no more than 25% of the shares outstanding. There is no guarantee that shareholders will be able to sell all of the shares they desire in a quarterly repurchase offer, although each shareholder will have the right to require the Fund to purchase up to and including 5% of such shareholder’s shares in each quarterly repurchase. Limited liquidity will be provided to shareholders only through the Fund’s quarterly repurchases.

 

31

 

 

Wildermuth Endowment Fund

 

Notes to Financial Statements - Continued
June 30, 2018 (Unaudited)

 

 

During the period ended June 30, 2018, the Fund completed two repurchase offers. In those offers, the Fund offered to repurchase up to 5% of the number of its outstanding shares as of the Repurchase Pricing Dates. The results of those repurchase offers were as follows:

 

Repurchase Pricing Date

 

January 29, 2018

   

June 26, 2018

 

% of Shares Offered - Total Fund

    5.00 %     5.00 %

Number of Shares Offered - Total Fund

    315,577       333,648  

Pricing Date Net Asset Value - Class A

  $ 13.30     $ 13.22  

Pricing Date Net Asset Value - Class C

  $ 13.10     $ 12.98  

Pricing Date Net Asset Value - Class I

  $ 13.37     $ 13.30  

Number of Shares Tendered - Class A

    100,868       215,970  

Number of Shares Tendered - Class C

    14,944       10,565  

Number of Shares Tendered - Class I

          8,515  

% of Shares Tendered - Total Fund

    1.83 %     3.52 %

 

7. INVESTMENTS IN RESTRICTED SECURITIES

 

Restricted securities include securities that have not been registered under the Securities Act of 1933, as amended, and securities that are subject to restrictions on resale. The Fund may invest in restricted securities that are consistent with the Fund’s investment objectives and investment strategies. Investments in restricted securities are valued at fair value as determined in good faith in accordance with procedures adopted by the Board of Trustees. It is possible that the estimated value may differ significantly from the amount that might ultimately be realized in the near term, and the difference could be material.

 

Additional information on each restricted security held by the Fund on June 30, 2018 is as follows:

 

Security  Initial
Acquisition Date
  Shares, Principal Amount or Units   Cost   Value     % of
Net Assets
 
Abbott Secondary Opportunities LP  April 13, 2017      $387,517   $458,206    0.49% 
Airport Center Development Partners, LLC 9.50%, 9/17/2018  March 21, 2017   371,213    350,796    371,213    0.40% 
ARCTRUST, Inc.  June 30, 2016   95,075    1,103,999    1,348,168    1.44% 
Atlanta Healthcare Property Consultants, LLC, 18.00%, 7/18/2018  May 19, 2017   500,000    506,926    530,000    0.57% 
Atlas Fintech Holdings Corp.  December 20, 2016   144    1,506,000    1,656,000    1.77% 
Atlas Fintech Holdings Corp., Exercise Price $13,000, Notional: $1,300,000, 12/20/2021  December 20, 2016   100            0.00% 
Atlas Fintech Holdings Corp., Exercise Price $14,950, Notional: $657,800, 8/9/2022  December 20, 2016   44            0.00% 
Auda Capital SCS SICAV SIF- Auda Asia Secondary Fund  April 2, 2018       918,206    1,004,266    1.07% 
Basic-Fit NV  September 21, 2017   8,000    171,850    269,936    0.28% 
Behringer Harvard Opportunity  February 17, 2015   111,521    237,920    217,466    0.23% 
Black Creek Diversified Property Fund, Inc.  June 2, 2015   18,060    106,315    134,731    0.14% 

 

32

 

 

Wildermuth Endowment Fund

 

Notes to Financial Statements - Continued
June 30, 2018 (Unaudited)

 

 

Security  Initial
Acquisition Date
  Shares, Principal Amount or Units   Cost   Value   % of
Net Assets
 
Brookwood SFL Investor Co-Investment Vehicle, LLC  November 3, 2017      $1,208,768   $1,405,642    1.50%
Casillas Petroleum Resource Partners, LLC  October 11, 2016       856,834    1,540,947    1.65%
Clear Guide Medical, Inc. - Series A Preferred Stock  April 19, 2016   2,500    2,250,000    3,479,225    3.72%
Clear Guide Medical, Inc. - Series A-2 Preferred Stock  March 6, 2018   134,898    500,000    667,745    0.71%
Clear Guide Medical, Inc. - Convertible Note, 10.00%, 7/6/2018  November 21, 2017   250,000    750,000    780,000    0.83%
Committed Advisors Secondary Fund III  March 30, 2017       768,802    925,896    0.99%
Condire Resource Partners LP  May 30, 2017       1,645,000    1,869,572    2.00%
Cottonwood Residential, Inc.  February 17, 2015   101,470    1,383,858    1,939,092    2.08%
Direct Lending Income Fund LP  April 29, 2016       1,625,000    1,868,651    2.00%
Doctor's Hospice of Georgia, Inc., 18.00%, 7/18/2018  June 13, 2017   1,000,000    1,011,934    1,060,000    1.13%
Dog Wood Park of Northeast Florida, LLC, 9.50%, 7/21/2018  March 21, 2017   400,000    382,000    400,000    0.43%
DSI Digital, LLC - Series A Convertible Preferred Units  November 29, 2017   2,033,849    3,000,000    3,000,000    3.21%
EJF Sidecar Fund, Series LLC - Small Financial Equities Series  October 25, 2017       567,240    584,245    0.63%
EJF Trust Preferred Fund LP  August 23, 2017       1,000,000    1,136,771    1.22%
GPB Automotive Portfolio LP  March 13, 2015   10    500,000    457,314    0.49%
Gravity Ranch Fund I LP  June 13, 2017       500,000    593,504    0.64%
Greenspring Opportunities V, LP  January 18, 2018       91,000    89,682    0.10%
Harbert Seniors Housing Fund I LP  February 24, 2017       1,169,660    1,253,554    1.34%
Hauiki Hui, LLC, 9.50%, 8/1/2018  January 4, 2017   400,000    382,000    400,000    0.43%
Highlands REIT, Inc.  April 28, 2016   136,771    34,827    45,135    0.05%
Inventrust Properties Corp.  March 2, 2015   153,283    353,279    481,308    0.52%
Kayne Anderson Energy Fund VII LP  September 12, 2016       1,563,806    2,111,764    2.26%
Metro Diner, LLC - Series B Units  November 16, 2017   3,500,000    3,500,000    3,500,000    3.75%
Metro Diner, LLC - Series II Common Units  November 16, 2017   1,880,968        2,575,056    2.76%
Park City (PCG), 10.5%, 3/12/2019  March 16, 2018   989,280    949,709    989,280    1.06%
PCG Select Series I LLC - Series A Preferred Stock  June 23, 2016       800,000    800,000    0.86%

 

33

 

 

Wildermuth Endowment Fund

 

Notes to Financial Statements - Continued
June 30, 2018 (Unaudited)

 

 

Security  Initial
Acquisition Date
  Shares, Principal Amount or Units   Cost   Value   % of
Net Assets
 
Phillips Edison Grocery Center  February 3, 2016   3,330   $25,995   $36,795    0.03%
PineBridge Secondary Partners IV SLP  September 19, 2017       335,255    361,399    0.39%
Polara Builder II, LLC  June 15, 2018       1,034,214    1,092,631    1.17%
PRISA III Fund LP  September 26, 2017   426    682,262    705,844    0.76%
RS17 Rexburg Preferred LLC  September 21, 2017       970,000    1,000,000    1.07%
Rosebrook Opportunities Fund LP  February 2, 2017       2,106,486    2,008,124    2.15%
RRA Credit Opportunity Fund LP  December 12, 2017       1,801,775    1,814,785    1.94%
Saratoga Springs Partners, LLC, 9.50%, 8/1/2018  May 5, 2017   500,000    477,738    500,000    0.54%
Schweizer - RSG, LLC - Promissory Note, 12.09%, 1/22/2021  February 6, 2018   1,600,000    1,568,000    1,600,000    1.71%
Schweizer RSG, LLC, Exercise Price $112.50, Notional: $162,225, 1/22/2028  February 6, 2018   1,442            0.00%
Shopoff Land Fund III LP  April 28, 2015   56    44,206    42,884    0.05%
Star Mountain Diversified Small Business Access Fund II LP  June 2, 2017       784,536    841,966    0.90%
Stonehill Strategic Hotel Credit Opportunity Fund II LP  July 18, 2016       780,209    974,858    1.04%
Tout, Inc. - Series C Preferred Stock  June 2, 2016   337,207    1,100,000    1,842,086    1.97%
Tout, Inc. - Series D Preferred Stock  January 30, 2018   674,136    2,265,315    2,753,310    2.95%
Uniprop Manufactured Housing Communities Income Fund II  August 31, 2015   1,725    14,801    12,610    0.01%
Walton Real Estate Fund VIII LP  May 24, 2017       434,140    478,551    0.51%
Waratek, Ltd. - Series B-1 Shares  June 5, 2018   313,520    1,490,570    1,830,239    1.96%
Waratek, Ltd. - Series B-2 Shares  December 28, 2017   756,826    3,696,940    4,418,132    4.73%
Waratek, Ltd. - Series B-1 Shares, Exercise Price 0.01 Euro, Notional: 922 Euro, 01/22/2028  June 5, 2018   92,212        537,230    0.58%
Westgate at Powers, LLC, 10.500%, 6/21/2019  January 17, 2018   2,000,000    1,890,000    2,000,000    2.14%
           $53,585,688   $64,795,813    69.35%

 

8. INVESTMENTS IN AFFILIATED ISSUERS

 

An affiliated issuer is an entity in which the Fund has ownership of at least 5% of the voting securities. Issuers that are affiliates of the Fund at period-end are noted in the Fund’s Schedule of Investments. Additional security purchases and the reduction of certain security shares outstanding of existing portfolio holdings that were not considered affiliated in prior years may result in the Fund owning in

 

34

 

 

Wildermuth Endowment Fund

 

Notes to Financial Statements - Continued
June 30, 2018 (Unaudited)

 

 

excess of 5% of the outstanding shares at period-end. The table below reflects transactions during the period with entities that were affiliates as of June 30, 2018 and may include acquisitions of new investments, prior year holdings that became affiliated during the period and prior period affiliated holdings that are no longer affiliated as of period-end.

 

Security Description

 

Value
Beginning
of Period

   

Purchases

   

Sales
Proceeds

   

Change in
Unrealized
Appreciation

   

Net
Realized
Gain (Loss)

   

Tax Basis
or Return
of Capital
Adjustments

   

Value
End of
Period

   

Dividends
Credited
to Income

 

Brookwood SFL Investor Co-Investment Vehicle, LLC

  $ 1,401,882     $     $     $ 44,992     $     $ (41,232 )   $ 1,405,642     $  

Clear Guide Medical, Inc. - Series A Preferred Stock

    3,479,225                                     3,479,225        

Clear Guide Medical, Inc. - Series A-2 Preferred Stock

          500,000             167,745                   667,745        

Gravity Ranch Fund I LP

    500,000                   93,504                   593,504        

Polara Builder II, LLC

          1,067,990             58,417             (33,776 )     1,092,631        

Rosebrook Opportunities Fund LP

    1,067,583       940,541                               2,008,124        

RS17 Rexburg Preferred LLC

    1,000,000                                     1,000,000        

RRA Credit Opportunity Fund LP

    659,333       1,184,384             14,933             (43,865 )     1,814,785        

Waratek, Ltd. - Series B-1 Shares

          1,490,569             339,670                   1,830,239        

Waratek, Ltd. - Series B-2 Shares

    3,366,643       975,899             75,590                   4,418,132       37,441  

Waratek, Ltd. - Series B-1 Shares, Exercise Price 0.01 Euro, Notional: 922 Euro, 01/22/2028

                      537,230                   537,230        
    $ 11,474,666     $ 6,159,383     $     $ 1,332,081     $     $ (118,873 )   $ 18,847,257     $ 37,441  

 

9. OFFERING PRICE PER SHARE

 

Class A shares are offered subject to a maximum sales charge 5.75 % of the offering price, while Class C shares and Class I shares are not subject to a sales charge. Class C shares are subject to a 1% contingent deferred sales charge on shares redeemed during the first 365 days after purchase, while Class A shares and Class I shares are not subject to a contingent deferred sales charge. For the period ended June 30, 2018, the various broker dealers received $214,850 in underwriting commissions for sales of Class A shares, of which $64,428 was retained by the principal underwriter or other affiliated broker-dealers. For the period ended June 30, 2018, contingent deferred sales charges in the amount of $1,098 were applied to Class C shareholders.

 

10. SUBSEQUENT EVENTS

 

Subsequent events after the balance sheet date have been evaluated through the date the financial statements were issued.

 

The Fund completed a quarterly repurchase offer on July 30, 2018. 88,239 shares of Class A, 14,996 shares of Class C, and 411 shares of Class I were tendered. The shares tendered represented 1.37% of the Fund’s outstanding shares on the Repurchase Pricing Date.

 

Management has concluded that there are no outstanding circumstances requiring adjustment or disclosure in the financial statements.

 

35

 

 

Wildermuth Endowment Fund

 

Additional Information
June 30, 2018 (Unaudited)

 

 

Proxy Voting Policy Information regarding how the Fund votes proxies relating to portfolio securities for the most recent period ended June 30, as well as a description of the policies and procedures that the Fund used to determine how to vote proxies is available without charge, upon request, by calling 1-888-889-8981 or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov. A description of the policies and procedures is also included in the Fund’s Statement of Additional Information, which is available on the SEC’s website at http://www.sec.gov.

 

Portfolio Holdings The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Form N-Q is available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (1-800-SEC-0330). The information on Form N-Q is available without charge, upon request, by calling 1-888-889-8981.

 

36

 

 

 

 

 

THIS PAGE INTENTIONALLY LEFT BLANK

 

 

 

 

Investment Adviser

 

Wildermuth Advisory, LLC
11525 Park Woods Circle, Ste. 200
Alpharetta, Georgia 30005

 

Co-Distributors

 

Wildermuth Securities, LLC
11525 Park Woods Circle Ste. 220
Alpharetta, Georgia 30005-2422

 

UMB Distribution Services, LLC
235 West Galena Street
Milwaukee, Wisconsin 53212

 

This material must be preceded or accompanied by a prospectus. Investors should carefully consider the investment objectives, risks, charges and expenses of the Fund. This and other important information is contained within the Fund’s Prospectus, which can be obtained by calling (888) 889-8981, or by visiting our website www.wildermuthendowmentfund.com. The Fund’s Prospectus should be read carefully before investing.

 

 

Item 2. Code of Ethics.

 

Not applicable to semi-annual reports.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable to semi-annual reports.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable to semi-annual reports.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6. Schedule of Investments.

 

Included as part of the report to shareholders filed under Item 1 of this Form N-CSR.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable to semi-annual reports.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable to semi-annual reports.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Class A:   (a) Total Number of Shares (or Units) Purchased   (b) Average Price Paid per Share (of Unit)   (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs   (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs  
Period                            
Jan. 1-31, 2018 (1)     100,868     $ 13.30     0     0  
Feb. 1-28, 2018     0       0     0     0  
Mar. 1-31, 2018     0       0     0     0  
Apr. 1-30, 2018     0       0     0     0  
May. 1-31, 2018     0       0     0     0  
Jun. 1-30, 2018 (2)     215,970     $ 13.22     0     0  
Jul. 1-31, 2018     0       0     0     0  
Aug. 1-31, 2018     0       0     0     0  
Sep. 1-30, 2018     0       0     0     0  
Oct. 1-31, 2018     0       0     0     0  
Nov. 1-30, 2018     0       0     0     0  
Dec. 1-31, 2018     0       0     0     0  
Total     316,838     $ 13.25     0     0  

 

Class C:   (a) Total Number of Shares (or Units) Purchased   (b) Average Price Paid per Share (of Unit)   (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs   (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs  
Period                            
Jan. 1-31, 2018 (1)     14,944     $ 13.10     0     0  
Feb. 1-28, 2018     0       0     0     0  
Mar. 1-31, 2018     0       0     0     0  
Apr. 1-30, 2018     0       0     0     0  
May. 1-31, 2018     0       0     0     0  
Jun. 1-30, 2018 (2)     10,565     $ 12.98     0     0  
Jul. 1-31, 2018     0       0     0     0  
Aug. 1-31, 2018     0       0     0     0  
Sep. 1-30, 2018     0       0     0     0  
Oct. 1-31, 2018     0       0     0     0  
Nov. 1-30, 2018     0       0     0     0  
Dec. 1-31, 2018     0       0     0     0  
Total     25,509     $ 13.05     0     0  

 

Class I:   (a) Total Number of Shares (or Units) Purchased   (b) Average Price Paid per Share (of Unit)   (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs   (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs  
Period                            
Jan. 1-31, 2018 (1)     0       0     0     0  
Feb. 1-28, 2018     0       0     0     0  
Mar. 1-31, 2018     0       0     0     0  
Apr. 1-30, 2018     0       0     0     0  
May. 1-31, 2018     0       0     0     0  
Jun. 1-30, 2018 (2)     8,515     $ 13.30     0     0  
Jul. 1-31, 2018     0       0     0     0  
Aug. 1-31, 2018     0       0     0     0  
Sep. 1-30, 2018     0       0     0     0  
Oct. 1-31, 2018     0       0     0     0  
Nov. 1-30, 2018     0       0     0     0  
Dec. 1-31, 2018     0       0     0     0  
Total     8,515     $ 13.30     0     0  

 

(1)On December 29, 2017 the Registrant offered to repurchase up to 5% of the Registrant’s total outstanding shares as of January 29, 2018 ( the "Repurchase Request Deadline"). On the Repurchase Request Deadline, 315,577 shares represented 5% of the Registrant's total outstanding shares.
(2)On June 4, 2018 the Registrant offered to repurchase up to 5% of the Registrant’s total outstanding shares as of June 26, 2018 ( the "Repurchase Request Deadline"). On the Repurchase Request Deadline, 333,648 shares represented 5% of the Registrant's total outstanding shares.

 

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

 

Not applicable.

 

Item 11. Controls and Procedures.

 

(a) The Registrant’s principal executive officer and principal financial officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended, (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act. Based on their review, such officers have concluded that the disclosure controls and procedures were effective in ensuring that information required to be disclosed in this report was appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service providers.

 

 

 

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that materially affected, or were 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.

 

The Fund has not engaged in Security Lending Activities.

 

Item 13. Exhibits.

 

(a)(1)Not applicable to semi-annual reports.

 

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

 

(a)(3)Not applicable.

 

(a)(4)There was no change in the Registrant’s independent public accountant for the period covered by this report.

 

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

 

 

 

SIGNATURES

 

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

 

Wildermuth Endowment Fund

 

/s/ Daniel Wildermuth  
By: Daniel Wildermuth  
Trustee, Chairman of the Board, President and Chief Executive Officer
September 5, 2018  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

/s/ Daniel Wildermuth  
By: Daniel Wildermuth  
Trustee, Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)  
September 5, 2018  

 

/s/ Gerard Scarpati  
By: Gerard Scarpati  
Treasurer and Chief Financial Officer  
(Principal Financial Officer)  
September 5, 2018