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 | 811-22691 |
F/m Funds Trust
(Exact name of registrant as specified in charter)
225 Pictoria Drive, Suite 450 Cincinnati, Ohio | 45246 |
(Address of principal executive offices) | (Zip code) |
Bernard Brick
c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450 Cincinnati, Ohio 45246
Name and address of agent for service)
Registrant's telephone number, including area code: | (513) 587-3400 | |
Date of fiscal year end: | August 31 | |
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Date of reporting period: | February 28, 2023 | |
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
| Item 1. | Reports to Stockholders. |
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| Oakhurst Fixed Income Fund | |
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| Oakhurst Short Duration Bond Fund | |
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| Oakhurst Short Duration | |
| High Yield Credit Fund | |
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| SEMI-ANNUAL REPORT | |
| February 28, 2023 (Unaudited) | |
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OAKHURST FIXED INCOME FUND |
Portfolio Information |
February 28, 2023 (Unaudited) |
Portfolio Allocation (% of Net Assets)
Top 10 Long-Term Holdings |
| | % of |
Security Description | | Net Assets |
U.S. Treasury Bonds, 3.000%, due 05/15/42 | | 4.0% |
U.S. Treasury Notes, 2.750%, due 05/31/29 | | 3.1% |
U.S. Treasury Notes, 2.375%, due 05/15/29 | | 3.0% |
U.S. Treasury Notes, 2.875%, due 05/15/32 | | 2.7% |
U.S. Treasury Bonds, 2.500%, due 02/15/45 | | 2.3% |
U.S. Treasury Notes, 1.875%, due 02/15/32 | | 2.1% |
U.S. Treasury Bonds, 5.250%, due 02/15/29 | | 2.0% |
U.S. Treasury Notes, 2.750%, due 08/15/32 | | 1.8% |
Federal Farm Credit Bank, 1.150%, due 08/12/30 | | 1.3% |
Rocket Mortgage, LLC, 144A, Series 2022-1-A-5, 2.500%, due 01/25/52 | | 1.0% |
OAKHURST SHORT DURATION BOND FUND |
Portfolio Information |
February 28, 2023 (Unaudited) |
Portfolio Allocation (% of Net Assets)
Top 10 Long-Term Holdings |
| | % of |
Security Description | | Net Assets |
U.S. Treasury Notes, 2.500%, due 01/31/25 | | 2.2% |
Sequoia Mortgage Trust, 144A, Series 2009-2-A1, 4.000%, due 06/25/49 | | 1.8% |
Rocket Mortgage, LLC, 144A, Series 2022-1-A-5, 2.500%, due 01/25/52 | | 1.8% |
Air Canada Pass-Through Certificates, 144A, Series 2013-1-A, 4.125%, due 11/15/26 | | 1.6% |
FHLMC, Series 4710-PA, 3.000%, due 04/15/45 | | 1.6% |
Federal Home Loan Banks, 3.000%, due 02/23/24 | | 1.6% |
HOA Funding, LLC, 144A, Series 2021-1-B, 7.432%, due 08/20/51 | | 1.5% |
Wells Fargo Mortgage-Backed Securities, 144A Series 2020-1-A-1, 3.000%(a), due 12/25/49 | | 1.5% |
Drive Auto Receivables Trust, Series 2020-2-D, 3.050%, due 05/15/28 | | 1.5% |
Sequoia Mortgage Trust, 144A, Series 2019-5-A, 3.500%, due 12/25/49 | | 1.5% |
| (a) | Variable rate security. |
OAKHURST SHORT DURATION |
HIGH YIELD CREDIT FUND |
Portfolio Information |
February 28, 2023 (Unaudited) |
Portfolio Allocation (% of Net Assets)
Top 10 Long-Term Holdings |
| | % of |
Security Description | | Net Assets |
Caesars Entertainment, Inc., 144A, 8.125%, due 07/01/27 | | 1.7% |
HOA Funding, LLC, 144A, Series 2021-1-B, 7.432%, due 08/20/51 | | 1.7% |
Coty, Inc., 144A, 6.500%, due 04/15/26 | | 1.7% |
Tilray, Inc., 5.000%, due 10/01/23 | | 1.6% |
Prime Security Services Borrower, LLC, 144A, 5.750%, due 04/15/26 | | 1.6% |
Energizer Holdings, Inc., 144A, 6.500%, due 12/31/27 | | 1.6% |
Hughs Satellite Systems Corporation, 6.625%, due 08/01/26 | | 1.6% |
Howard Midstream Energy Partners, 144A, 6.750%, due 01/15/27 | | 1.6% |
White Cap Parent, LLC, 144A, 8.250%, due 03/15/26 | | 1.6% |
Sunnova Energy Corporation, 144A, 5.875%, due 09/01/26 | | 1.6% |
OAKHURST FIXED INCOME FUND |
Schedule of Investments |
February 28, 2023 (Unaudited) |
U.S. GOVERNMENT & AGENCIES — 26.4% | | Coupon | | Maturity | | Par Value | | | Value | |
Federal Farm Credit Bank — 1.3% | | | | | | | | | | | | |
Federal Farm Credit Bank | | 1.150% | | 08/12/30 | | $ | 2,000,000 | | | $ | 1,552,615 | |
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Federal Home Loan Bank — 1.0% | | | | | | | | | | | | |
Federal Home Loan Bank | | 3.250% | | 05/20/27 | | | 1,250,000 | | | | 1,178,462 | |
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Small Business Administration — 0.0% (a) | | | | | | | | | | | | |
SBA | | 5.720% | | 01/01/29 | | | 25,899 | | | | 25,338 | |
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Tennessee Valley Authority — 0.9% | | | | | | | | | | | | |
Tennessee Valley Authority | | 4.650% | | 06/15/35 | | | 1,100,000 | | | | 1,102,258 | |
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U.S. Treasury Bonds — 8.3% | | | | | | | | | | | | |
U.S. Treasury Bonds | | 5.250% | | 02/15/29 | | | 2,272,000 | | | | 2,399,711 | |
U.S. Treasury Bonds | | 3.000% | | 05/15/42 | | | 5,699,000 | | | | 4,839,252 | |
U.S. Treasury Bonds | | 2.500% | | 02/15/45 | | | 3,608,000 | | | | 2,749,409 | |
| | | | | | | | | | | 9,988,372 | |
U.S. Treasury Notes — 14.9% | | | | | | | | | | | | |
U.S. Treasury Notes | | 3.250% | | 06/30/27 | | | 670,000 | | | | 642,834 | |
U.S. Treasury Notes | | 2.875% | | 05/15/28 | | | 1,250,000 | | | | 1,173,486 | |
U.S. Treasury Notes | | 2.375% | | 05/15/29 | | | 3,987,000 | | | | 3,606,833 | |
U.S. Treasury Notes | | 2.750% | | 05/31/29 | | | 4,000,000 | | | | 3,699,063 | |
U.S. Treasury Notes | | 1.625% | | 05/15/31 | | | 1,340,000 | | | | 1,125,757 | |
U.S. Treasury Notes | | 1.875% | | 02/15/32 | | | 2,960,000 | | | | 2,505,709 | |
U.S. Treasury Notes | | 2.875% | | 05/15/32 | | | 3,500,000 | | | | 3,216,719 | |
U.S. Treasury Notes | | 2.750% | | 08/15/32 | | | 2,335,000 | | | | 2,120,107 | |
| | | | | | | | | | | 18,090,508 | |
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Total U.S. Government & Agencies (Cost $36,019,388) | | | | | | | | | | $ | 31,937,553 | |
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MUNICIPAL BONDS — 0.2% | | Coupon | | Maturity | | Par Value | | | Value | |
California State Health Facilities Financing Authority, Revenue Bond, Series 2019, (Cost $260,000) | | 2.704% | | 06/01/30 | | $ | 260,000 | | | $ | 224,291 | |
OAKHURST FIXED INCOME FUND |
Schedule of Investments (Continued) |
ASSET-BACKED SECURITIES — 8.6% | | Coupon | | Maturity | | Par Value | | | Value | |
Coinstar Funding, LLC, 144A, Series 2017-1-A-2 | | 5.216% | | 04/25/47 | | $ | 1,394,900 | | | $ | 1,035,437 | |
Countrywide Asset-Backed Certificates, Series 2004-6-2-A-3 (1*1MO LIBOR + 120) (b) | | 4.083% | | 11/25/34 | | | 148,892 | | | | 143,903 | |
DB Master Finance, LLC, 144A, Series 2021-1-A-2-II | | 2.493% | | 11/20/51 | | | 1,459,525 | | | | 1,230,406 | |
Domino’s Pizza Master Issuer, LLC, 144A, Series 2015-1-A-2-II | | 4.474% | | 10/25/45 | | | 1,228,125 | | | | 1,181,896 | |
Exeter Automobile Receivables Trust, Series 2021-2A-C | | 0.980% | | 06/15/26 | | | 1,000,000 | | | | 967,886 | |
Fat Brands GFG Royalty, LLC, 144A, Series 2021-1-A-2 | | 6.000% | | 07/25/51 | | | 1,000,000 | | | | 910,004 | |
Flagship Credit Auto Trust, 144A, Series 2020-4-D | | 2.180% | | 02/16/27 | | | 735,000 | | | | 682,664 | |
Focus Brands Funding, LLC, 144A, Series 2018-1-A-2 | | 5.184% | | 10/30/48 | | | 737,275 | | | | 689,629 | |
GLS Auto Receivables Issuer Trust, 144A, Series 2020-1-C | | 2.720% | | 11/17/25 | | | 1,120,846 | | | | 1,108,798 | |
HOA Funding, LLC, 144A, Series 2021-1-B | | 7.432% | | 08/20/51 | | | 700,000 | | | | 550,104 | |
Jack in the Box Funding, LLC, 144A, Series 2022-1-A-2-I | | 3.445% | | 02/26/52 | | | 872,200 | | | | 770,521 | |
Long Beach Mortgage Loan Trust, Series 2004-4-I-A1 (1*1MO LIBOR + 56) (b) | | 5.066% | | 10/25/34 | | | 726,683 | | | | 669,069 | |
Santander Drive Auto Receivables Trust, Series 2021-4-B | | 0.880% | | 06/15/26 | | | 515,000 | | | | 506,346 | |
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Total Asset-Backed Securities (Cost $11,444,985) | | | | | | | | | | $ | 10,446,663 | |
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COLLATERALIZED MORTGAGE OBLIGATIONS — 31.8% | | Coupon | | Maturity | | Par Value | | | Value | |
Federal Home Loan Mortgage Corporation — 6.9% | | | | | | | | | | | | |
FHLMC, Series 3827-HA | | 3.500% | | 11/15/25 | | $ | 66,435 | | | $ | 65,027 | |
FHLMC, Series 4011-ML | | 3.000% | | 03/15/27 | | | 500,000 | | | | 469,379 | |
FHLMC, Series 2569-LD | | 5.500% | | 02/15/33 | | | 32,481 | | | | 32,944 | |
FHLMC, Series 3793-UA | | 4.000% | | 06/15/33 | | | 35,308 | | | | 34,013 | |
OAKHURST FIXED INCOME FUND |
Schedule of Investments (Continued) |
COLLATERALIZED MORTGAGE OBLIGATIONS — 31.8% (Continued) | | Coupon | | Maturity | | Par Value | | | Value | |
Federal Home Loan Mortgage Corporation — 6.9% (Continued) | | | | | | | | | | | | |
FHLMC, Series 5206-DV | | 3.500% | | 06/25/33 | | $ | 1,118,446 | | | $ | 1,050,634 | |
FHLMC, Pool #C9-1859 | | 3.500% | | 12/01/35 | | | 240,479 | | | | 228,332 | |
FHLMC, Series 3622-WA | | 5.500% | | 09/15/39 | | | 167,346 | | | | 168,989 | |
FHLMC, Series 3843-JA | | 4.000% | | 04/15/40 | | | 10,635 | | | | 10,446 | |
FHLMC, Series 3940-PD | | 2.500% | | 02/15/41 | | | 125,512 | | | | 118,554 | |
FHLMC, Series 4226-AN | | 4.000% | | 04/15/41 | | | 20,532 | | | | 20,359 | |
FHLMC, Series 4077-AP | | 4.000% | | 01/15/42 | | | 36,563 | | | | 35,069 | |
FHLMC, Series 4183-PA | | 3.500% | | 01/15/43 | | | 40,044 | | | | 39,003 | |
FHLMC, Series 4566-CA | | 3.000% | | 01/15/43 | | | 111,982 | | | | 109,523 | |
FHLMC, Series 5245-CB | | 4.000% | | 12/25/46 | | | 1,135,245 | | | | 1,094,635 | |
FHLMC, Series 5227-JQ | | 4.000% | | 04/25/47 | | | 1,161,719 | | | | 1,113,078 | |
FHLMC, Series 4753-JA | | 3.000% | | 12/15/47 | | | 105,711 | | | | 95,388 | |
FHLMC, Series 4760-A | | 3.000% | | 02/15/48 | | | 742,073 | | | | 689,564 | |
FHLMC, Series 4960-PD | | 2.000% | | 10/25/49 | | | 801,301 | | | | 672,233 | |
FHLMC, Series 5252-BA | | 4.000% | | 02/25/50 | | | 1,215,598 | | | | 1,170,189 | |
FHLMC, Series 5231-LV | | 4.500% | | 05/25/52 | | | 1,171,324 | | | | 1,134,851 | |
| | | | | | | | | | | 8,352,210 | |
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Federal National Mortgage Association — 4.7% | | | | | | | | | | | | |
FNMA, Series 2005-80-BA | | 5.000% | | 04/25/29 | | | 24,072 | | | | 24,101 | |
FNMA, Series 2009-96-DB | | 4.000% | | 11/25/29 | | | 82,908 | | | | 80,398 | |
FNMA, Pool #FM5329 | | 2.000% | | 01/01/31 | | | 585,231 | | | | 533,872 | |
FNMA, Pool #MA1201 | | 3.500% | | 10/01/32 | | | 100,201 | | | | 95,782 | |
FNMA, Series 2022-22-EV | | 4.000% | | 07/25/33 | | | 800,488 | | | | 771,356 | |
FNMA, Series 2004-W3-A-7 | | 5.500% | | 05/25/34 | | | 521,221 | | | | 520,004 | |
FNMA, Pool #FS0862 | | 2.500% | | 12/01/36 | | | 1,031,626 | | | | 947,042 | |
FNMA, Pool #MA0584 | | 4.500% | | 10/01/40 | | | 9,432 | | | | 8,975 | |
FNMA, Series 2013-13-MA | | 4.000% | | 01/25/43 | | | 246,082 | | | | 237,309 | |
FNMA, Series 2016-49-LA | | 3.500% | | 01/25/43 | | | 152,478 | | | | 147,364 | |
FNMA, Series 2014-80-KA | | 2.000% | | 03/25/44 | | | 284,604 | | | | 218,005 | |
FNMA, Series 2016-24-HA | | 3.000% | | 04/25/44 | | | 68,111 | | | | 65,357 | |
FNMA, Series 2017-22-EC | | 3.000% | | 06/25/44 | | | 158,434 | | | | 152,118 | |
FNMA, Series 2016-89-CG | | 3.000% | | 04/25/46 | | | 131,239 | | | | 120,026 | |
FNMA, Series 2017-105-N | | 3.000% | | 01/25/48 | | | 1,376,944 | | | | 1,240,979 | |
FNMA, Series 2019-33-N | | 3.000% | | 03/25/48 | | | 307,917 | | | | 284,919 | |
FNMA, Series 2018-45-AB | | 3.000% | | 06/25/48 | | | 228,590 | | | | 206,005 | |
| | | | | | | | | | | 5,653,612 | |
OAKHURST FIXED INCOME FUND |
Schedule of Investments (Continued) |
COLLATERALIZED MORTGAGE OBLIGATIONS — 31.8% (Continued) | | Coupon | | Maturity | | Par Value | | | Value | |
Government National Mortgage Association — 8.1% | | | | | | | | | | | | |
GNMA, Series 2020-078-CB | | 5.000% | | 09/20/34 | | $ | 240,196 | | | $ | 237,911 | |
GNMA, Series 2009-104-KA | | 4.500% | | 08/16/39 | | | 16,746 | | | | 16,582 | |
GNMA, Series 2017-084-JD | | 3.000% | | 05/20/47 | | | 39,190 | | | | 35,008 | |
GNMA, Series 2018-006-JA | | 2.750% | | 01/20/48 | | | 224,861 | | | | 205,541 | |
GNMA, Series 2019-061-KU | | 3.500% | | 05/20/49 | | | 893,768 | | | | 823,227 | |
GNMA, Series 2019-099-JC | | 3.000% | | 08/20/49 | | | 76,250 | | | | 69,387 | |
GNMA, Series 2019-152-HA | | 3.500% | | 08/20/49 | | | 169,534 | | | | 161,103 | |
GNMA, Series 2020-05-NA | | 3.500% | | 12/20/49 | | | 243,669 | | | | 225,268 | |
GNMA, Series 2020-133-A (b) | | 5.935% | | 05/01/50 | | | 263,400 | | | | 271,102 | |
GNMA, Series 2020-084-WA | | 3.500% | | 06/20/50 | | | 177,352 | | | | 162,124 | |
GNMA, Series 2020-095-NB | | 4.500% | | 07/20/50 | | | 25,182 | | | | 23,034 | |
GNMA, Series 2020-122-DP | | 2.500% | | 07/20/50 | | | 1,267,301 | | | | 1,097,162 | |
GNMA, Series 2022-078-LA | | 4.500% | | 07/20/50 | | | 1,091,510 | | | | 1,071,553 | |
GNMA, Series 2020-123-PB | | 2.250% | | 08/20/50 | | | 620,833 | | | | 527,470 | |
GNMA, Series 2020-133-HA | | 3.500% | | 09/20/50 | | | 334,418 | | | | 303,815 | |
GNMA, Series 2020-134-NP | | 2.500% | | 09/20/50 | | | 974,072 | | | | 827,549 | |
GNMA, Series 2020-183-AY | | 2.000% | | 11/20/50 | | | 954,649 | | | | 800,969 | |
GNMA, Series 2022-075-PA | | 4.000% | | 04/20/51 | | | 1,198,737 | | | | 1,147,725 | |
GNMA, Series 2022-20-KA | | 2.500% | | 01/20/52 | | | 1,167,923 | | | | 1,040,661 | |
GNMA, Series 2022-024-BC | | 4.000% | | 02/20/52 | | | 785,715 | | | | 748,583 | |
| | | | | | | | | | | 9,795,774 | |
Non-Agency — 12.1% | | | | | | | | | | | | |
ABN AMRO Mortgage Corporation, Series 2003-12-1A | | 5.000% | | 12/25/33 | | | 97,102 | | | | 92,291 | |
Bank of America Funding Corporation, Series 2003-J-2-A-1 (b) | | 3.796% | | 11/25/33 | | | 265,313 | | | | 235,215 | |
Bank of America Funding Corporation, Series 2004-A-3-A-1 (b) | | 4.296% | | 02/25/34 | | | 42,422 | | | | 41,374 | |
Bear Stearns ALT-A Trust, Series 2003-6-II-A-1 (b) | | 4.301% | | 01/25/34 | | | 180,893 | | | | 161,132 | |
Countrywide Home Loans, Inc., Series 2003-49-A-9 (b) | | 3.981% | | 12/19/33 | | | 38,553 | | | | 34,425 | |
Credit Suisse First Boston Mortgage Securities Company, Series 2002-AR31-IV-A-2 (b) | | 4.245% | | 11/25/32 | | | 39,549 | | | | 37,775 | |
Credit Suisse First Boston Mortgage Securities Company, Series 2003-11-I-A-31 | | 5.500% | | 06/25/33 | | | 23,175 | | | | 22,273 | |
CSMC Mortgage Trust, 144A, Series 2013-IVR1-A-2 | | 3.000% | | 03/25/43 | | | 370,500 | | | | 325,162 | |
OAKHURST FIXED INCOME FUND |
Schedule of Investments (Continued) |
COLLATERALIZED MORTGAGE OBLIGATIONS — 31.8% (Continued) | | Coupon | | Maturity | | Par Value | | | Value | |
Non-Agency — 12.1% (Continued) | | | | | | | | | | | | |
GS Mortgage-Backed Securities, 144A, Series 2021-PJ1-A-4 (b) | | 2.500% | | 06/25/51 | | $ | 644,492 | | | $ | 499,259 | |
HarborView Mortgage Loan Trust, Series 2003-1-A (b) | | 3.692% | | 05/19/33 | | | 44,161 | | | | 38,402 | |
HarborView Mortgage Loan Trust, Series 2004-4-2-A (1*1MO LIBOR + 56) (b) | | 5.030% | | 06/19/34 | | | 54,845 | | | | 47,936 | |
Impac CMB Trust, Series 2004-10-4-A-2 (1*1MO LIBOR + 94) (b) | | 5.446% | | 03/25/35 | | | 48,010 | | | | 43,361 | |
Impac CMB Trust, Series 2005-4-2-A-1 (1*1MO LIBOR + 30) (b) | | 5.106% | | 05/25/35 | | | 300,552 | | | | 264,374 | |
Impac CMB Trust, 144A, Series 2007-A-A (1*1MO LIBOR + 50) (b) | | 5.006% | | 05/25/37 | | | 778,775 | | | | 719,029 | |
Impac CMB Trust, 144A, Series 2007-A-M-1 (1*1MO LIBOR + 80) (b) | | 5.306% | | 05/25/37 | | | 283,653 | | | | 262,394 | |
Impac Secured Assets Corporation, Series 2003-3-A-1 (b) | | 5.200% | | 08/25/33 | | | 26,575 | | | | 25,259 | |
Impac Secured Assets Corporation, Series 2006-1-2-A-1 (1*1MO LIBOR + 70) (b) | | 5.206% | | 05/25/36 | | | 93,262 | | | | 78,855 | |
JPMorgan Alternative Loan Trust, Series 2005-A2-1-A-1 (1*1MO LIBOR + 52) (b) | | 5.026% | | 01/25/36 | | | 3,549 | | | | 3,543 | |
JPMorgan Mortgage Trust, Series 2003-A1-1-A-1 (b) | | 2.925% | | 10/25/33 | | | 87,601 | | | | 78,012 | |
JPMorgan Mortgage Trust, Series 2004-A1-4-A-1 (b) | | 3.115% | | 02/25/34 | | | 73,801 | | | | 68,914 | |
JPMorgan Mortgage Trust, Series 2004-A3-S-F-3 (b) | | 3.084% | | 06/25/34 | | | 90,490 | | | | 82,908 | |
JPMorgan Mortgage Trust, Series 2004-A4-2-A-2 (b) | | 4.082% | | 09/25/34 | | | 593,854 | | | | 518,877 | |
JPMorgan Mortgage Trust, Series 2004-A5-2-A-1 (b) | | 3.735% | | 12/25/34 | | | 27,854 | | | | 27,660 | |
JPMorgan Mortgage Trust, 144A, Series 2013-3-A-3 (b) | | 3.353% | | 07/25/43 | | | 56,859 | | | | 51,227 | |
JPMorgan Mortgage Trust, 144A, Series 2017-A-A-3 (b) | | 3.500% | | 05/25/47 | | | 117,239 | | | | 102,107 | |
JPMorgan Mortgage Trust, 144A, Series 2018-1-A-7 (b) | | 3.500% | | 06/25/48 | | | 447,604 | | | | 403,137 | |
OAKHURST FIXED INCOME FUND |
Schedule of Investments (Continued) |
COLLATERALIZED MORTGAGE OBLIGATIONS — 31.8% (Continued) | | Coupon | | Maturity | | Par Value | | | Value | |
Non-Agency — 12.1% (Continued) | | | | | | | | | | | | |
Master Adjustable Rate Mortgage Trust, Series 2003-3-2-A-1 (b) | | 3.823% | | 09/25/33 | | $ | 50,533 | | | $ | 43,934 | |
Master Asset Securitization Trust, Series 2004-1-3-A-7 | | 5.250% | | 01/25/34 | | | 41,191 | | | | 38,791 | |
Merrill Lynch Mortgage Investors Trust, Series 2004-A3-I-A (b) | | 2.855% | | 05/25/34 | | | 117,088 | | | | 103,343 | |
Merrill Lynch Mortgage Investors Trust, Series 2004-1-A-2 (1*1MO LIBOR + 90) (b) | | 5.406% | | 11/25/34 | | | 819,777 | | | | 760,460 | |
Merrill Lynch Mortgage Investors Trust, Series 2005-A1-I-A (b) | | 4.324% | | 12/25/34 | | | 235,764 | | | | 224,254 | |
Nationstar Mortgage Loan Trust, 144A, Series 2013-A-A (b) | | 3.750% | | 12/25/52 | | | 39,617 | | | | 35,881 | |
New Residential Mortgage Loan Trust, 144A, Series 2015-2-A-2 (b) | | 3.750% | | 08/25/55 | | | 202,326 | | | | 184,807 | |
New Residential Mortgage Loan Trust, 144A, Series 2017-3-A-1 (b) | | 4.000% | | 04/25/57 | | | 223,972 | | | | 210,276 | |
Opteum Mortgage Acceptance Corporation, Series 2005-5-IIA1D2 (b) | | 5.850% | | 12/25/35 | | | 22,350 | | | | 22,089 | |
Rocket Mortgage, LLC, 144A, Series 2022-1-A-5 | | 2.500% | | 01/25/52 | | | 1,477,630 | | | | 1,267,297 | |
SBA Tower Trust, 144A, Series 2020-1-2-1C | | 1.884% | | 07/15/50 | | | 1,150,000 | | | | 1,018,004 | |
SBA Tower Trust, 144A, Series 2020-1-2-2C | | 2.328% | | 07/15/52 | | | 10,000 | | | | 8,617 | |
Sequoia Mortgage Trust, Series 2003-8-A-1 (1*1MO LIBOR + 64) (b) | | 5.126% | | 01/20/34 | | | 247,405 | | | | 230,652 | |
Sequoia Mortgage Trust, Series 2004-6-A-2 (1*1MO LIBOR + 56) (b) | | 5.046% | | 07/20/34 | | | 92,939 | | | | 81,498 | |
Sequoia Mortgage Trust, 144A, Series 2013-5-A-1 (b) | | 2.500% | | 05/25/43 | | | 175,431 | | | | 148,302 | |
Sequoia Mortgage Trust, Series 2013-6-A-2 (b) | | 3.000% | | 05/25/43 | | | 215,607 | | | | 187,936 | |
Sequoia Mortgage Trust, 144A, Series 2019-4-A-1 | | 3.500% | | 11/25/49 | | | 588,897 | | | | 519,268 | |
OAKHURST FIXED INCOME FUND |
Schedule of Investments (Continued) |
COLLATERALIZED MORTGAGE OBLIGATIONS — 31.8% (Continued) | | Coupon | | Maturity | | Par Value | | | Value | |
Non-Agency — 12.1% (Continued) | | | | | | | | | | | | |
Sequoia Mortgage Trust, 144A, Series 2019-5-A | | 3.500% | | 12/25/49 | | $ | 282,485 | | | $ | 252,078 | |
Sequoia Mortgage Trust, 144A, Series 2020-4-A-2 | | 2.500% | | 11/25/50 | | | 580,204 | | | | 467,812 | |
Structured Adjustable Rate Mortgage Loan Trust, Series 2004-1-4-A4 (b) | | 4.570% | | 02/25/34 | | | 86,358 | | | | 80,460 | |
Structured Asset Mortgage Investments II Trust, Series 2004-AR6-A-1A (1*1MO LIBOR + 70) (b) | | 5.170% | | 02/19/35 | | | 1,049,315 | | | | 967,146 | |
Structured Asset Mortgage Investments, Inc., Series 2003-AR4-A-1 (1*1MO LIBOR + 70) (b) | | 5.170% | | 01/19/34 | | | 29,078 | | | | 27,233 | |
Structured Asset Mortgage Investments, Inc., Series 2004-AR4-IA1 (1*1MO LIBOR + 70) (b) | | 5.170% | | 12/19/34 | | | 69,056 | | | | 61,315 | |
Structured Asset Securities Corporation, Series 2003-9A-2-A1 (b) | | 3.857% | | 03/25/33 | | | 68,898 | | | | 65,488 | |
Structured Asset Securities Corporation, Series 2003-34A-5-A4 (b) | | 4.215% | | 11/25/33 | | | 129,219 | | | | 117,129 | |
Terwin Mortgage Trust, 144A, Series 2004-1HE-M-1 | | 5.631% | | 02/25/34 | | | 301,936 | | | | 283,380 | |
Wa-Mu Mortgage Pass-Through Certificates, Series 2003-S3-III-A1 | | 5.500% | | 05/25/33 | | | 25,573 | | | | 24,757 | |
Wa-Mu Mortgage Pass-Through Certificates, Series 2003-AR7-A-7 (b) | | 3.819% | | 08/25/33 | | | 476,974 | | | | 433,596 | |
Wa-Mu Mortgage Pass-Through Certificates, Series 2003-AR8-A (b) | | 4.171% | | 08/25/33 | | | 179,406 | | | | 169,420 | |
Wa-Mu Mortgage Pass-Through Certificates, Series 2002-AR2-A (1*COF 11 + 125) (b) | | 3.107% | | 02/27/34 | | | 95,082 | | | | 88,397 | |
Wa-Mu Mortgage Pass-Through Certificates, Series 2005-AR2-1-A-1A (1*1MO LIBOR + 66) (b) | | 5.166% | | 01/25/45 | | | 993,246 | | | | 905,061 | |
OAKHURST FIXED INCOME FUND |
Schedule of Investments (Continued) |
COLLATERALIZED MORTGAGE OBLIGATIONS — 31.8% (Continued) | | Coupon | | Maturity | | Par Value | | | Value | |
Non-Agency — 12.1% (Continued) | | | | | | | | | | | | |
Wa-Mu Mortgage Pass-Through Certificates, Series 2005-AR13-A-1A3 (1*1MO LIBOR + 156) (b) | | 6.066% | | 10/25/45 | | $ | 150,942 | | | $ | 142,660 | |
Wells Fargo Alternative Loan Trust, Series 2002-1-I-A-1 | | 6.250% | | 08/25/32 | | | 232,944 | | | | 222,458 | |
Wells Fargo Mortgage-Backed Securities, 144A, Series 2021-RR1-A-3 | | 2.500% | | 12/25/50 | | | 1,137,897 | | | | 989,161 | |
| | | | | | | | | | | 14,647,861 | |
| | | | | | | | | | | | |
Total Collateralized Mortgage Obligations (Cost $42,078,909) | | | | | | | | | | $ | 38,449,457 | |
| | | | | | | | | | | | |
CORPORATE BONDS — 32.2% | | Coupon | | Maturity | | Par Value | | | Value | |
Communications — 2.2% | | | | | | | | | | | | |
CBS Corporation | | 7.875% | | 07/30/30 | | $ | 765,000 | | | $ | 823,911 | |
Discovery Communications, LLC | | 5.000% | | 09/20/37 | | | 1,125,000 | | | | 954,871 | |
T-Mobile USA, Inc. | | 2.050% | | 02/15/28 | | | 1,073,000 | | | | 920,988 | |
| | | | | | | | | | | 2,699,770 | |
Consumer Discretionary — 0.7% | | | | | | | | | | | | |
Genting NY, LLC, 144A | | 3.300% | | 02/15/26 | | | 1,025,000 | | | | 894,479 | |
| | | | | | | | | | | | |
Consumer Staples — 0.8% | | | | | | | | | | | | |
Flowers Foods, Inc. | | 2.400% | | 03/15/31 | | | 1,128,000 | | | | 905,328 | |
| | | | | | | | | | | | |
Energy — 2.3% | | | | | | | | | | | | |
Enbridge, Inc. | | 3.125% | | 11/15/29 | | | 1,059,000 | | | | 922,955 | |
Grey Oak Pipeline, LLC, 144A | | 3.450% | | 10/15/27 | | | 1,013,000 | | | | 891,876 | |
Phillips 66 Partners, L.P. | | 3.550% | | 10/01/26 | | | 643,000 | | | | 570,005 | |
Phillips 66 Partners, L.P. | | 3.750% | | 03/01/28 | | | 471,000 | | | | 401,334 | |
| | | | | | | | | | | 2,786,170 | |
Financials — 12.7% | | | | | | | | | | | | |
AerCap Ireland Capital Ltd. | | 3.300% | | 01/30/32 | | | 1,075,000 | | | | 859,886 | |
Antares Holdings, L.P. | | 3.950% | | 07/15/26 | | | 1,070,000 | | | | 934,068 | |
Aviation Capital Group, LLC, 144A | | 1.950% | | 01/30/26 | | | 1,102,000 | | | | 972,386 | |
Bank of America Corporation (1*3MO LIBOR + 104) (b) | | 3.419% | | 12/20/28 | | | 984,000 | | | | 895,817 | |
Barings BDC, Inc. | | 3.300% | | 11/23/26 | | | 1,040,000 | | | | 918,732 | |
Blackstone Private Credit Fund | | 3.250% | | 03/15/27 | | | 1,050,000 | | | | 905,035 | |
OAKHURST FIXED INCOME FUND |
Schedule of Investments (Continued) |
CORPORATE BONDS — 32.2% (Continued) | | Coupon | | Maturity | | Par Value | | | Value | |
Financials — 12.7% (Continued) | | | | | | | | | | | | |
Drawbridge Special Opportunities Fund, L.P., 144A | | 3.875% | | 02/15/26 | | $ | 937,000 | | | $ | 853,306 | |
Fairfax Financial Holdings Ltd. | | 4.850% | | 04/17/28 | | | 938,000 | | | | 899,056 | |
Fidelity National Financial, Inc. | | 3.400% | | 06/15/30 | | | 899,000 | | | | 772,844 | |
First American Financial Corporation | | 4.000% | | 05/15/30 | | | 1,017,000 | | | | 903,255 | |
FS KKR Capital Corporation | | 3.400% | | 01/15/26 | | | 983,000 | | | | 886,998 | |
GE Capital Funding, LLC | | 4.400% | | 05/15/30 | | | 580,000 | | | | 531,943 | |
Goldman Sachs Group, Inc. | | 6.125% | | 02/15/33 | | | 870,000 | | | | 916,500 | |
Icahn Enterprises, L.P. | | 4.375% | | 02/01/29 | | | 750,000 | | | | 647,777 | |
Jackson Financial, Inc. | | 3.125% | | 11/23/31 | | | 1,100,000 | | | | 879,598 | |
New York Community Bancorp, Inc. (3MO LIBOR + 278) (b) | | 5.900% | | 11/06/28 | | | 730,000 | | | | 711,579 | |
Owl Rock Capital Corporation | | 2.625% | | 01/15/27 | | | 1,072,000 | | | | 912,137 | |
PennyMac Mortgage Investment Trust | | 5.500% | | 11/01/24 | | | 1,000,000 | | | | 935,000 | |
| | | | | | | | | | | 15,335,917 | |
Health Care — 1.4% | | | | | | | | | | | | |
Bristol-Myers Squibb Company | | 5.875% | | 11/15/36 | | | 485,000 | | | | 508,110 | |
CVS Health Corporation | | 6.943% | | 01/10/30 | | | 340,411 | | | | 349,870 | |
CVS Pass-Through Trust, 144A, Series 2013 | | 4.704% | | 01/10/36 | | | 211,811 | | | | 193,301 | |
CVS Pass-Through Trust, 144A, Series 2014 | | 4.163% | | 08/11/36 | | | 681,484 | | | | 601,477 | |
| | | | | | | | | | | 1,652,758 | |
Industrials — 4.8% | | | | | | | | | | | | |
Air Canada Pass-Through Certificates, 144A, Series 2013-1-A | | 4.125% | | 11/15/26 | | | 468,016 | | | | 443,806 | |
Air Canada Pass-Through Certificates, 144A, Series 2017-1-A | | 3.550% | | 07/15/31 | | | 962,000 | | | | 828,171 | |
American Airlines Group Pass-Through Certificates, Series 2019-1-AA | | 3.150% | | 08/15/33 | | | 1,070,051 | | | | 931,587 | |
Delta Air Lines Pass-Through Trust, Series 2019-1-AA | | 3.204% | | 10/25/25 | | | 435,000 | | | | 426,049 | |
MasTec, Inc., 144A | | 4.500% | | 08/15/28 | | | 975,000 | | | | 885,109 | |
Roper Technologies, Inc. | | 2.950% | | 09/15/29 | | | 1,035,000 | | | | 899,629 | |
U.S. Airways Pass-Through Trust, Series 2011-1-A | | 7.125% | | 04/22/25 | | | 342,717 | | | | 343,099 | |
OAKHURST FIXED INCOME FUND |
Schedule of Investments (Continued) |
CORPORATE BONDS — 32.2% (Continued) | | Coupon | | Maturity | | Par Value | | | Value | |
Industrials — 4.8% (Continued) | | | | | | | | | | | | |
United Airlines Pass-Through Certificates, Series 2020-1-A | | 5.875% | | 04/15/29 | | $ | 984,666 | | | $ | 977,911 | |
| | | | | | | | | | | 5,735,361 | |
Materials — 0.7% | | | | | | | | | | | | |
Georgia-Pacific, LLC | | 7.750% | | 11/15/29 | | | 780,000 | | | | 874,348 | |
| | | | | | | | | | | | |
Real Estate — 1.5% | | | | | | | | | | | | |
American Homes 4 Rent | | 2.375% | | 07/15/31 | | | 1,128,000 | | | | 885,946 | |
Crown Castle International Corporation | | 4.000% | | 03/01/27 | | | 875,000 | | | | 832,767 | |
Public Storage | | 2.250% | | 11/09/31 | | | 130,000 | | | | 104,530 | |
| | | | | | | | | | | 1,823,243 | |
Technology — 3.8% | | | | | | | | | | | | |
Broadcom Corporation | | 4.300% | | 11/15/32 | | | 1,106,000 | | | | 979,948 | |
Hewlett Packard Enterprise Company | | 6.200% | | 10/15/35 | | | 857,000 | | | | 882,351 | |
NXP B.V./NXP Funding, LLC | | 2.500% | | 05/11/31 | | | 1,167,000 | | | | 920,372 | |
Science Applications International Corporation | | 5.500% | | 07/01/33 | | | 1,000,000 | | | | 938,090 | |
TD SYNNEX Corporation | | 2.375% | | 08/09/28 | | | 1,089,000 | | | | 898,200 | |
| | | | | | | | | | | 4,618,961 | |
Utilities — 1.3% | | | | | | | | | | | | |
Elwood Energy, LLC | | 8.159% | | 07/05/26 | | | 331,822 | | | | 295,321 | |
Entergy New Orleans, LLC | | 4.000% | | 06/01/26 | | | 700,000 | | | | 667,143 | |
NSG Holdings, LLC, 144A | | 7.750% | | 12/15/25 | | | 633,297 | | | | 620,631 | |
| | | | | | | | | | | 1,583,095 | |
| | | | | | | | | | | | |
Total Corporate Bonds (Cost $43,477,603) | | | | | | | | | | $ | 38,909,430 | |
OAKHURST FIXED INCOME FUND |
Schedule of Investments (Continued) |
MONEY MARKET FUNDS — 0.4% | | Shares | | | Value | |
Invesco Short-Term Investments Trust - Treasury Portfolio - Institutional Class, 4.51% (c) (Cost $485,118) | | | 485,118 | | | $ | 485,118 | |
| | | | | | | | |
Total Investments at Value — 99.6% (Cost $133,766,003) | | | | | | $ | 120,452,512 | |
| | | | | | | | |
Other Assets in Excess of Liabilities — 0.4% | | | | | | | 497,843 | |
| | | | | | | | |
Net Assets — 100.0% | | | | | | $ | 120,950,355 | |
144A - Security was purchased in a transaction exempt from registration in compliance with Rule 144A of the Securities Act of 1933, as amended. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. These securities have been deemed liquid under procedures approved by the Board of Trustees. The total value of such securities is $23,091,199 as of February 28, 2023, representing 19.1% of net assets.
COF 11 - Cost of funds for the 11th District of San Francisco
LIBOR - London Interbank Offered Rate.
| (a) | Percentage rounds to less than 0.1%. |
| (b) | Variable rate security. Interest rate resets periodically. The rate shown is the effective interest rate as of February 28, 2023. For securities based on a published reference rate and spread, the reference rate and spread (in basis points) are indicated parenthetically. Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities, therefore, do not indicate a reference rate and spread. |
| (c) | The rate shown is the 7-day effective yield as of February 28, 2023. |
See accompanying notes to financial statements.
OAKHURST SHORT DURATION BOND FUND |
Schedule of Investments |
February 28, 2023 (Unaudited) |
U.S. GOVERNMENT & | | | | | | | | | | |
AGENCIES — 3.8% | | Coupon | | Maturity | | Par Value | | | Value | |
Federal Home Loan Bank — 1.6% | | | | | | | | | | | | |
Federal Home Loan Banks | | 3.000% | | 02/23/24 | | $ | 700,000 | | | $ | 684,684 | |
| | | | | | | | | | | | |
Small Business Administration — 0.0% (a) | | | | | | | | | | | | |
SBA | | 5.510% | | 11/01/27 | | | 23,345 | | | | 22,971 | |
| | | | | | | | | | | | |
U.S. Treasury Notes — 2.2% | | | | | | | | | | | | |
U.S. Treasury Notes | | 2.500% | | 01/31/25 | | | 1,000,000 | | | | 957,578 | |
| | | | | | | | | | | | |
Total U.S. Government & Agencies (Cost $1,719,871) | | | | | | | | | | $ | 1,665,233 | |
| | | | | | | | | | | | |
ASSET-BACKED SECURITIES — 13.7% | | Coupon | | Maturity | | Par Value | | | Value | |
Accredited Mortgage Loan Trust, Series 2004-3-2A2 (1*1MO LIBOR + 120) (b) | | 5.706% | | 10/25/34 | | $ | 73,021 | | | $ | 71,341 | |
ACE Securities Corporation, Series 2003-NC1-A-2A (1*1MO LIBOR + 84) (b) | | 5.346% | | 07/25/33 | | | 234,621 | | | | 213,741 | |
Argent Securities, Inc., Series 2004-W10-A-2 (1*1MO LIBOR + 78) (b) | | 5.286% | | 10/25/34 | | | 266,674 | | | | 257,894 | |
Coinstar Funding, LLC, 144A, Series 2017-1-A-2 | | 5.216% | | 04/25/47 | | | 607,913 | | | | 451,254 | |
Countrywide Asset-Backed Certificates, Series 2004-6-2-A-3 (1*1MO LIBOR + 120) (b) | | 4.083% | | 11/25/34 | | | 152,019 | | | | 146,925 | |
Countrywide Home Loans, Inc., Series 2004-6-2-A-5 (1*1MO LIBOR + 78) (b) | | 4.083% | | 11/25/34 | | | 579,813 | | | | 548,071 | |
DB Master Finance, LLC, 144A, Series 2021-1-A-2-I | | 2.045% | | 11/20/51 | | | 676,438 | | | | 583,552 | |
Domino’s Pizza Master Issuer, LLC, 144A, Series 2015-1-A-2-II | | 4.474% | | 10/25/45 | | | 609,375 | | | | 586,437 | |
Drive Auto Receivables Trust, Series 2020-2-D | | 3.050% | | 05/15/28 | | | 670,000 | | | | 654,266 | |
Drive Auto Receivables Trust, Series 2021-1-C | | 1.020% | | 06/15/27 | | | 472,646 | | | | 462,816 | |
OAKHURST SHORT DURATION BOND FUND |
Schedule of Investments (Continued) |
ASSET-BACKED SECURITIES — 13.7% (Continued) | | Coupon | | Maturity | | Par Value | | | Value | |
Fat Brands GFG Royalty, LLC, 144A, Series 2021-1-A-2 | | 6.000% | | 07/25/51 | | $ | 450,000 | | | $ | 409,502 | |
HOA Funding, LLC, 144A, Series 2021-1-B | | 7.432% | | 08/20/51 | | | 865,000 | | | | 679,772 | |
Mortgage IT Trust, Series 2005-5-A-1 (1*1MO LIBOR + 52) (b) | | 5.026% | | 12/25/35 | | | 390,074 | | | | 366,977 | |
Soundview Home Equity Loan Trust, Series 2003-2-A-2 (1*1MO LIBOR + 130) (b) | | 5.806% | | 11/25/33 | | | 221,226 | | | | 217,647 | |
Thornburg Mortgage Trust, Series 2003-4-A-1 (1*1MO LIBOR + 64) | | 5.146% | | 09/25/43 | | | 413,321 | | | | 384,639 | |
| | | | | | | | | | | | |
Total Asset-Backed Securities (Cost $6,698,852) | | | | | | | | | | $ | 6,034,834 | |
| | | | | | | | | | | | |
COLLATERALIZED MORTGAGE OBLIGATIONS — 37.9% | | Coupon | | Maturity | | Par Value | | | Value | |
Federal Home Loan Mortgage Corporation — 7.6% | | | | | | | | | | | | |
FHLMC, Pool #J1-2630 | | 4.000% | | 07/01/25 | | $ | 153,848 | | | $ | 150,278 | |
FHLMC, Series 2580-PY | | 4.000% | | 03/15/33 | | | 10,150 | | | | 9,661 | |
FHLMC, Series 3664-DA | | 4.000% | | 11/15/37 | | | 324,077 | | | | 316,421 | |
FHLMC, Series 3597-LH | | 4.500% | | 07/15/39 | | | 157,332 | | | | 153,473 | |
FHLMC, Series 4444-CH | | 3.000% | | 01/15/41 | | | 59,081 | | | | 58,872 | |
FHLMC, Series 4312-GA | | 2.500% | | 12/15/41 | | | 61,550 | | | | 58,116 | |
FHLMC, Series 4768-E | | 3.500% | | 09/15/42 | | | 360,658 | | | | 352,099 | |
FHLMC, Series 4319-PM | | 3.000% | | 03/15/43 | | | 566,907 | | | | 540,549 | |
FHLMC, Series 4570-PA | | 3.000% | | 03/15/44 | | | 432,253 | | | | 404,075 | |
FHLMC, Series 4710-PA | | 3.000% | | 04/15/45 | | | 728,337 | | | | 685,825 | |
FHLMC, Series 4938-BL | | 2.250% | | 07/25/49 | | | 439,065 | | | | 379,942 | |
FHLMC, Series 4960-PD | | 2.000% | | 10/25/49 | | | 267,100 | | | | 224,078 | |
| | | | | | | | | | | 3,333,389 | |
Federal National Mortgage Association — 5.3% | | | | | | | | | | | | |
FNMA, Series 2003-48-TC | | 5.000% | | 06/25/23 | | | 1,275 | | | | 1,269 | |
FNMA, Series 2010-112-CY | | 4.000% | | 10/25/25 | | | 62,141 | | | | 61,333 | |
FNMA, Pool #AL0300 | | 4.500% | | 06/01/26 | | | 91,792 | | | | 90,940 | |
FNMA, Series 2012-41-BA | | 2.500% | | 04/25/27 | | | 293,227 | | | | 279,735 | |
FNMA, Pool #AL4309 | | 4.000% | | 10/01/28 | | | 172,411 | | | | 168,199 | |
OAKHURST SHORT DURATION BOND FUND |
Schedule of Investments (Continued) |
COLLATERALIZED MORTGAGE OBLIGATIONS — 37.9% (Continued) | | Coupon | | Maturity | | Par Value | | | Value | |
Federal National Mortgage Association — 5.3% (Continued) | | | | | | | | | | | | |
FNMA, Series 2005-80-BA | | 5.000% | | 04/25/29 | | $ | 84,252 | | | $ | 84,353 | |
FNMA, Series 2005-109-PC | | 6.000% | | 12/25/35 | | | 48,313 | | | | 48,630 | |
FNMA, Series 2008-17-PA | | 4.500% | | 10/25/37 | | | 118,995 | | | | 116,678 | |
FNMA, Series 2008-49-PA | | 5.000% | | 04/25/38 | | | 93,177 | | | | 90,757 | |
FNMA, Series 2010-152-DA | | 3.000% | | 05/25/39 | | | 105,133 | | | | 103,141 | |
FNMA, Series 2009-94-DA | | 4.500% | | 10/25/39 | | | 207,675 | | | | 199,377 | |
FNMA, Series 2012-102-PA | | 4.500% | | 03/25/41 | | | 13,139 | | | | 12,923 | |
FNMA, Series 2012-136-PD | | 2.500% | | 11/25/42 | | | 251,868 | | | | 238,461 | |
FNMA, Series 2013-82-BP | | 2.750% | | 12/25/42 | | | 346,500 | | | | 317,996 | |
FNMA, Series 2014-80-KA | | 2.000% | | 03/25/44 | | | 88,249 | | | | 67,598 | |
FNMA, Series 2016-72-AP | | 4.000% | | 07/25/44 | | | 97,762 | | | | 92,666 | |
FNMA, Series 2018-14-PA | | 3.500% | | 04/25/47 | | | 370,117 | | | | 349,516 | |
| | | | | | | | | | | 2,323,572 | |
Government National Mortgage Association — 1.7% | | | | | | | | | | | | |
GNMA, Pool #615735X | | 5.000% | | 07/15/23 | | | 2,358 | | | | 2,357 | |
GNMA, Series 2011-26-PA | | 4.000% | | 07/20/40 | | | 40,703 | | | | 40,343 | |
GNMA, Series 2012-10-LD | | 3.000% | | 07/20/40 | | | 22,453 | | | | 22,357 | |
GNMA, Series 2018-131-PG | | 3.000% | | 09/20/48 | | | 97,638 | | | | 89,520 | |
GNMA, Series 2019-024-PE | | 3.250% | | 02/20/49 | | | 211,752 | | | | 196,985 | |
GNMA, Series 2019-065-EB | | 3.000% | | 05/20/49 | | | 184,192 | | | | 164,563 | |
GNMA, Series 2019-152-HA | | 3.500% | | 08/20/49 | | | 167,626 | | | | 159,290 | |
GNMA, Series 2020-095-NB | | 4.500% | | 07/20/50 | | | 70,604 | | | | 64,581 | |
| | | | | | | | | | | 739,996 | |
Non-Agency — 23.3% | | | | | | | | | | | | |
Adjustable Rate Mortgage Trust, Series 2004-5-4-A-1 (b) | | 3.849% | | 04/25/35 | | | 110,475 | | | | 109,901 | |
American General Mortgage Loan Trust, 144A, Series 2006-1-A-5 (b) | | 5.750% | | 12/25/35 | | | 1,354 | | | | 1,455 | |
American Home Mortgage Investment Trust, Series 2004-3-IV-A (1*6MO LIBOR + 150) (b) | | 3.571% | | 10/25/34 | | | 367,323 | | | | 363,799 | |
American Home Mortgage Investment Trust, Series 2004-3-VI-A1 (c) | | 4.820% | | 10/25/34 | | | 13,518 | | | | 13,143 | |
Citigroup Mortgage Loan Trust, Inc., Series 2005-6-A-1 (1*H15T1Y + 210) (b) | | 6.080% | | 09/25/35 | | | 97,282 | | | | 96,755 | |
OAKHURST SHORT DURATION BOND FUND |
Schedule of Investments (Continued) |
COLLATERALIZED MORTGAGE OBLIGATIONS — 37.9% (Continued) | | Coupon | | Maturity | | Par Value | | | Value | |
Non-Agency — 23.3% (Continued) | | | | | | | | | | | | |
Credit Suisse First Boston Mortgage Securitization, Series 2004-6-II-A-1 (d) | | 0.000% | | 03/25/23 | | $ | 12,056 | | | $ | 2 | |
Credit Suisse First Boston Mortgage Securitization, Series 2004-AR2-II-A-1 (b) | | 3.356% | | 03/25/34 | | | 30,442 | | | | 28,970 | |
Goldman Sachs Mortgage Loan Trust, Series 2003-13-1A1 (b) | | 4.123% | | 10/25/33 | | | 77,155 | | | | 74,935 | |
Goldman Sachs Mortgage Loan Trust, Series 2004-10F-7A-1 | | 5.500% | | 09/25/34 | | | 22,593 | | | | 22,095 | |
Goldman Sachs Mortgage Loan Trust, Series 2005-5F-8A-2 (1*1MO LIBOR + 50) (b) | | 5.006% | | 06/25/35 | | | 46,840 | | | | 42,861 | |
GSR Mortgage Loan Trust, Series 2003-7F-IA-4 | | 5.250% | | 06/25/33 | | | 169,411 | | | | 167,274 | |
GSR Mortgage Loan Trust, Series 2005-AR6-1A-1 (b) | | 4.111% | | 09/25/35 | | | 11,070 | | | | 10,759 | |
HarborView Mortgage Loan Trust, Series 2004-4-2-A (1*1MO LIBOR + 56) (b) | | 5.030% | | 06/19/34 | | | 31,340 | | | | 27,392 | |
Impac CMB Trust, Series 2005-4-2-A-1 (1*1MO LIBOR + 30) (b) | | 5.106% | | 05/25/35 | | | 179,971 | | | | 158,308 | |
Impac CMB Trust, 144A, Series 2007-A-A (1*1MO LIBOR + 50) (b) | | 5.006% | | 05/25/37 | | | 131,625 | | | | 121,527 | |
JPMorgan Alternative Loan Trust, Series 2005-A2-1-A-1 (1*1MO LIBOR + 52) (b) | | 5.026% | | 01/25/36 | | | 12,329 | | | | 12,308 | |
JPMorgan Mortgage Trust, Series 2003-A1-4-A-5 (b) | | 2.976% | | 10/25/33 | | | 47,698 | | | | 44,535 | |
JPMorgan Mortgage Trust, 144A, Series 2018-1-A-7 (b) | | 3.500% | | 06/25/48 | | | 566,965 | | | | 510,641 | |
JPMorgan Mortgage Trust, 144A, Series 2018-8-A-3 (b) | | 4.000% | | 01/25/49 | | | 99,743 | | | | 92,167 | |
Master Adjustable Rate Mortgages Trust, Series 2004-13-2-A-1 (b) | | 4.064% | | 04/21/34 | | | 99,207 | | | | 93,227 | |
Master Adjustable Rate Mortgages Trust, Series 2004-6-4-A-6 (b) | | 3.871% | | 07/25/34 | | | 222,293 | | | | 219,693 | |
OAKHURST SHORT DURATION BOND FUND |
Schedule of Investments (Continued) |
COLLATERALIZED MORTGAGE OBLIGATIONS — 37.9% (Continued) | | Coupon | | Maturity | | Par Value | | | Value | |
Non-Agency — 23.3% (Continued) | | | | | | | | | | | | |
Master Seasoned Securitization Trust, Series 2005-1-1-A-1 (b) | | 5.854% | | 09/25/32 | | $ | 355,770 | | | $ | 349,432 | |
MASTR Asset Alternative Loans Trust, Series 2003-1-2-A-1 | | 6.500% | | 01/25/33 | | | 329,046 | | | | 316,756 | |
MASTR Asset Securitization Trust, Series 2003-12-1-A-1 | | 5.250% | | 12/25/24 | | | 26,706 | | | | 26,310 | |
MASTR Asset Securitization Trust, Series 2003-11-7-A-5 | | 5.250% | | 12/25/33 | | | 194,756 | | | | 187,564 | |
Mellon Residential Funding Corporation, Series 2000-TBC2-A-1 (1*1MO LIBOR + 48) (b) | | 5.068% | | 06/15/30 | | | 605,517 | | | | 583,822 | |
MLCC Mortgage Investors, Inc., Series 2003-B-A-1 (1*1MO LIBOR + 68) (b) | | 5.186% | | 04/25/28 | | | 29,785 | | | | 27,830 | |
MLCC Mortgage Investors, Inc., Series 2003-E-A-2 (1*6MO LIBOR + 66) (b) | | 4.226% | | 10/25/28 | | | 419,252 | | | | 397,938 | |
Mortgage IT Trust, Series 2004-2-M-1 (1*1MO LIBOR + 82.5) (b) | | 5.331% | | 12/25/34 | | | 493,591 | | | | 464,468 | |
Nationstar Mortgage Loan Trust, 144A, Series 2013-A-A (b) | | 3.750% | | 12/25/52 | | | 257,513 | | | | 233,229 | |
Provident Funding Mortgage Trust, 144A, Series 2019-2-A-2 (b) | | 3.000% | | 12/25/49 | | | 651,170 | | | | 553,001 | |
Rocket Mortgage, LLC, 144A, Series 2022-1-A-5 | | 2.500% | | 01/25/52 | | | 923,519 | | | | 792,060 | |
SBA Tower Trust, 144A, Series 2020-1-2-1C | | 1.884% | | 07/15/50 | | | 600,000 | | | | 531,133 | |
Sequoia Mortgage Trust, 144A, Series 2019-2-A1 | | 4.000% | | 06/25/49 | | | 863,952 | | | | 797,851 | |
Sequoia Mortgage Trust, 144A, Series 2019-5-A | | 3.500% | | 12/25/49 | | | 727,939 | | | | 649,583 | |
Structured Adjustable Rate Mortgage Loan Trust, Series 2004-12-3-A3 (b) | | 4.123% | | 09/25/34 | | | 30,708 | | | | 29,308 | |
Structured Asset Mortgage Investments II Trust, Series 2004-AR6-A-1A (1*1MO LIBOR + 70) (b) | | 5.170% | | 02/19/35 | | | 360,969 | | | | 332,702 | |
OAKHURST SHORT DURATION BOND FUND |
Schedule of Investments (Continued) |
COLLATERALIZED MORTGAGE OBLIGATIONS — 37.9% (Continued) | | Coupon | | Maturity | | Par Value | | | Value | |
Non-Agency — 23.3% (Continued) | | | | | | | | | | | | |
Structured Asset Mortgage Investments, Inc., Series 2004-AR3-I-A-1 (1*1MO LIBOR + 60) (b) | | 5.070% | | 07/19/34 | | $ | 695,275 | | | $ | 615,528 | |
Structured Asset Securities Corporation, Series 2003-34A-3-A4 (b) | | 3.986% | | 11/25/33 | | | 51,871 | | | | 50,241 | |
Wa-Mu Mortgage Pass-Through Certificates, Series 2003-AR7-A-7 (b) | | 3.819% | | 08/25/33 | | | 112,488 | | | | 102,258 | |
Wa-Mu Mortgage Pass-Through Certificates, Series 2003-AR8-A (b) | | 4.171% | | 08/25/33 | | | 78,885 | | | | 74,494 | |
Wa-Mu Mortgage Pass-Through Certificates, Series 2002-AR2-A (1*COF 11 + 125) (b) | | 3.107% | | 02/27/34 | | | 17,288 | | | | 16,072 | |
Wells Fargo Mortgage-Backed Securities, Series 2004-K-II-A12 (b) | | 3.671% | | 07/25/34 | | | 10,402 | | | | 10,489 | |
Wells Fargo Mortgage-Backed Securities, Series 2004-K-II-A-6 (b) | | 3.671% | | 07/25/34 | | | 250,668 | | | | 252,759 | |
Wells Fargo Mortgage-Backed Securities, 144A, Series 2020-1-A-1 (b) | | 3.000% | | 12/25/49 | | | 783,140 | | | | 666,052 | |
| | | | | | | | | | | 10,272,627 | |
| | | | | | | | | | | | |
Total Collateralized Mortgage Obligations (Cost $18,002,549) | | | | | | | | | | $ | 16,669,584 | |
OAKHURST SHORT DURATION BOND FUND |
Schedule of Investments (Continued) |
CORPORATE BONDS — 42.9% | | Coupon | | Maturity | | Par Value | | | Value | |
Communications — 3.0% | | | | | | | | | | |
Discovery Communications, LLC | | 3.450% | | 03/15/25 | | $ | 500,000 | | | $ | 475,656 | |
Magallanes, Inc., 144A | | 3.428% | | 03/15/24 | | | 420,000 | | | | 409,929 | |
TFCF America, Inc. | | 3.700% | | 09/15/24 | | | 450,000 | | | | 435,038 | |
| | | | | | | | | | | 1,320,623 | |
Consumer Discretionary — 1.1% | | | | | | | | | | | | |
AutoNation, Inc. | | 4.500% | | 10/01/25 | | | 475,000 | | | | 461,717 | |
| | | | | | | | | | | | |
Energy — 3.3% | | | | | | | | | | | | |
El Paso Natural Gas Company, LLC | | 7.500% | | 11/15/26 | | | 403,000 | | | | 426,980 | |
Grey Oak Pipeline, LLC, 144A | | 2.000% | | 09/15/23 | | | 550,000 | | | | 538,956 | |
Phillips 66 Partners, L.P. | | 3.605% | | 02/15/25 | | | 514,000 | | | | 485,945 | |
| | | | | | | | | | | 1,451,881 | |
Financials — 18.9% | | | | | | | | | | | | |
AerCap Ireland Capital D.A.C. | | 4.500% | | 09/15/23 | | | 400,000 | | | | 397,315 | |
Ally Financial, Inc. | | 5.800% | | 05/01/25 | | | 475,000 | | | | 475,273 | |
Antares Holdings, L.P., 144A | | 8.500% | | 05/18/25 | | | 525,000 | | | | 524,978 | |
Ares Capital Corporation | | 4.250% | | 03/01/25 | | | 475,000 | | | | 455,832 | |
Athene Global Funding, 144A | | 2.750% | | 06/25/24 | | | 550,000 | | | | 523,889 | |
Aviation Capital Group, LLC, 144A | | 4.125% | | 08/01/25 | | | 500,000 | | | | 469,486 | |
Blackstone Private Credit Fund | | 2.350% | | 11/22/24 | | | 475,000 | | | | 442,887 | |
Fairfax Financial Holdings Ltd., 144A | | 4.875% | | 08/13/24 | | | 450,000 | | | | 440,791 | |
Fidelity & Guaranty Life Holdings, Inc., 144A | | 5.500% | | 05/01/25 | | | 475,000 | | | | 471,349 | |
First Horizon National Corporation | | 4.000% | | 05/26/25 | | | 475,000 | | | | 459,635 | |
FS KKR Capital Corporation | | 4.625% | | 07/15/24 | | | 475,000 | | | | 462,406 | |
Goldman Sachs BDC, Inc. | | 3.750% | | 02/10/25 | | | 475,000 | | | | 456,242 | |
Goldman Sachs Group, Inc. | | 3.500% | | 01/23/25 | | | 475,000 | | | | 459,069 | |
Icahn Enterprises, L.P. | | 4.750% | | 09/15/24 | | | 400,000 | | | | 388,696 | |
Morgan Stanley | | 4.000% | | 07/23/25 | | | 475,000 | | | | 463,375 | |
Owl Rock Capital Corporation | | 3.750% | | 07/22/25 | | | 500,000 | | | | 467,520 | |
PennyMac Mortgage Investment Trust | | 5.500% | | 11/01/24 | | | 550,000 | | | | 514,250 | |
Wells Fargo & Company | | 3.908% | | 04/25/26 | | | 475,000 | | | | 458,135 | |
| | | | | | | | | | | 8,331,128 | |
Health Care — 0.8% | | | | | | | | | | | | |
CVS Pass-Through Trust | | 5.880% | | 01/10/28 | | | 34,184 | | | | 33,887 | |
CVS Pass-Through Trust | | 6.036% | | 12/10/28 | | | 338,338 | | | | 334,068 | |
| | | | | | | | | | | 367,955 | |
OAKHURST SHORT DURATION BOND FUND |
Schedule of Investments (Continued) |
CORPORATE BONDS — 42.9% (Continued) | | Coupon | | Maturity | | Par Value | | | Value | |
Industrials — 7.0% | | | | | | | | | | |
Air Canada Pass-Through Certificates, 144A, Series 2013-1-A | | 4.125% | | 11/15/26 | | $ | 729,420 | | | $ | 691,688 | |
American Airlines Group Pass-Through Certificates, Series 2013-1-A | | 4.000% | | 01/15/27 | | | 413,202 | | | | 381,842 | |
Delta Air Lines Pass-Through Certificates, Series 2019-1-A | | 3.404% | | 10/25/25 | | | 146,000 | | | | 140,476 | |
Delta Air Lines Pass-Through Trust, Series 2019-1-AA | | 3.204% | | 10/25/25 | | | 375,000 | | | | 367,283 | |
Ryder System, Inc., Series MTN | | 4.625% | | 06/01/25 | | | 475,000 | | | | 464,115 | |
Southwest Airlines Company | | 5.250% | | 05/04/25 | | | 450,000 | | | | 448,113 | |
United Airlines Pass-Through Trust, Series 2020-1B-B | | 4.875% | | 07/15/27 | | | 607,740 | | | | 589,046 | |
| | | | | | | | | | | 3,082,563 | |
Real Estate — 1.1% | | | | | | | | | | | | |
American Tower Corporation | | 4.000% | | 06/01/25 | | | 475,000 | | | | 459,836 | |
| | | | | | | | | | | | |
Technology — 5.2% | | | | | | | | | | | | |
Dell International, LLC | | 5.850% | | 07/15/25 | | | 451,000 | | | | 453,694 | |
Leidos, Inc. | | 3.625% | | 05/15/25 | | | 460,000 | | | | 442,127 | |
Microchip Technology, Inc. | | 4.250% | | 09/01/25 | | | 488,000 | | | | 472,537 | |
Oracle Corporation | | 2.950% | | 05/15/25 | | | 500,000 | | | | 474,125 | |
TD SYNNEX Corporation | | 1.250% | | 08/09/24 | | | 484,000 | | | | 452,900 | |
| | | | | | | | | | | 2,295,383 | |
Utilities — 2.5% | | | | | | | | | | | | |
Elwood Energy, LLC | | 8.159% | | 07/05/26 | | | 301,428 | | | | 268,271 | |
Entergy New Orleans, LLC | | 4.000% | | 06/01/26 | | | 475,000 | | | | 452,704 | |
NSG Holdings, LLC, 144A | | 7.750% | | 12/15/25 | | | 395,624 | | | | 387,711 | |
| | | | | | | | | | | 1,108,686 | |
| | | | | | | | | | | | |
Total Corporate Bonds (Cost $19,802,202) | | | | | | | | | | $ | 18,879,772 | |
OAKHURST SHORT DURATION BOND FUND |
Schedule of Investments (Continued) |
MONEY MARKET FUNDS — 1.1% | | Shares | | | Value | |
Invesco Short-Term Investments Trust - Treasury Portfolio - Institutional Class, 4.51% (e) (Cost $477,771) | | | 477,771 | | | $ | 477,771 | |
| | | | | | | | |
Total Investments at Value — 99.4% (Cost $46,701,245) | | | | | | $ | 43,727,194 | |
| | | | | | | | |
Other Assets in Excess of Liabilities — 0.6% | | | | | | | 272,984 | |
| | | | | | | | |
Net Assets — 100.0% | | | | | | $ | 44,000,178 | |
144A - Security was purchased in a transaction exempt from registration in compliance with Rule 144A of the Securities Act of 1933, as amended. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. These securities have been deemed liquid under procedures approved by the Board of Trustees. The total value of such securities is $12,117,993 as of February 28, 2023, representing 27.5% of net assets.
COF 11 - Cost of funds for the 11th District of San Francisco.
H15T1Y - U.S. Treasury yield curve rate for U.S. Treasury note with a constant maturity of 1 year.
LIBOR - London Interbank Offered Rate.
| (a) | Percentage rounds to less than 0.1%. |
| (b) | Variable rate security. Interest rate resets periodically. The rate shown is the effective interest rate as of February 28, 2023. For securities based on a published reference rate and spread, the reference rate and spread (in basis points) are indicated parenthetically. Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities, therefore, do not indicate a reference rate and spread. |
| (c) | Step Coupon. Rate shown is the coupon in effect as of February 28, 2023. |
| (d) | Illiquid security. Total value of illiquid securities held as of February 28, 2023 was $2, representing 0.0% (a) of net assets. |
| (e) | The rate shown is the 7-day effective yield as of February 28, 2023. |
See accompanying notes to financial statements.
OAKHURST SHORT DURATION |
HIGH YIELD CREDIT FUND |
Schedule of Investments |
February 28, 2023 (Unaudited) |
ASSET-BACKED SECURITIES — 6.8% | | Coupon | | Maturity | | Par Value | | | Value | |
Coinstar Funding, LLC, 144A, Series 2017-1-A-2 | | 5.216% | | 04/25/47 | | $ | 541,938 | | | $ | 402,281 | |
Fat Brands GFG Royalty, LLC, 144A, Series 2021-1-A-2 | | 6.000% | | 07/25/51 | | | 750,000 | | | | 682,503 | |
Fat Brands Twin Peaks, LLC, 144A, Series 2021-1-B-2 | | 9.000% | | 07/25/51 | | | 1,000,000 | | | | 879,992 | |
Focus Brands Funding, LLC, 144A, Series 2018-1-A-2 | | 5.184% | | 10/30/48 | | | 478,750 | | | | 447,811 | |
HOA Funding, LLC, 144A, Series 2021-1-B | | 7.432% | | 08/20/51 | | | 1,250,000 | | | | 982,329 | |
NPR Finance Ltd., 144A, Series 2019-2-C-1 | | 6.441% | | 11/19/49 | | | 683,036 | | | | 604,894 | |
| | | | | | | | | | | | |
Total Asset-Backed Securities (Cost $4,619,755) | | | | | | | | | | $ | 3,999,810 | |
| | | | | | | | | | |
CORPORATE BONDS — 90.6% | | Coupon | | Maturity | | Par Value | | | Value | |
Communications — 14.1% | | | | | | | | | | |
Centerfield Media Parent, Inc., 144A | | 6.625% | | 08/01/26 | | $ | 750,000 | | | $ | 501,052 | |
Connect Finco SARL/U.S. Finco, LLC, 144A | | 6.750% | | 10/01/26 | | | 1,000,000 | | | | 925,046 | |
DIRECTV Holdings, LLC/DIRECTV Financing Company, Inc. | | 4.450% | | 04/01/24 | | | 335,000 | | | | 301,500 | |
DIRECTV Holdings, LLC/DIRECTV Financing Company, Inc. | | 3.950% | | 01/15/25 | | | 438,000 | | | | 341,800 | |
DISH DBS Corporation | | 5.875% | | 11/15/24 | | | 950,000 | | | | 886,521 | |
GrubHub Holdings, Inc., 144A | | 5.500% | | 07/01/27 | | | 700,000 | | | | 553,000 | |
Hughes Satellite Systems Corporation | | 6.625% | | 08/01/26 | | | 1,015,000 | | | | 955,369 | |
iHeartCommunications, Inc. | | 8.375% | | 05/01/27 | | | 750,000 | | | | 660,000 | |
Lumen Technologies, Inc., 144A | | 4.000% | | 02/15/27 | | | 1,050,000 | | | | 806,295 | |
Scripps Escrow, Inc., 144A | | 5.875% | | 07/15/27 | | | 750,000 | | | | 600,571 | |
Terrier Media Buyer, Inc, 144A | | 8.875% | | 12/15/27 | | | 750,000 | | | | 504,735 | |
Uber Technologies, Inc., 144A | | 6.250% | | 01/15/28 | | | 750,000 | | | | 737,070 | |
Zayo Group Holdings, Inc., 144A | | 4.000% | | 03/01/27 | | | 750,000 | | | | 577,500 | |
| | | | | | | | | | | 8,350,459 | |
Consumer Discretionary — 11.7% | | | | | | | | | | | | |
Caesars Entertainment, Inc., 144A | | 8.125% | | 07/01/27 | | | 1,000,000 | | | | 1,009,388 | |
Carnival Corporation, 144A | | 7.625% | | 03/01/26 | | | 1,000,000 | | | | 900,615 | |
OAKHURST SHORT DURATION |
HIGH YIELD CREDIT FUND |
Schedule of Investments (Continued) |
CORPORATE BONDS — 90.6% (Continued) | | Coupon | | Maturity | | Par Value | | | Value | |
Consumer Discretionary — 11.7% (Continued) | | | | | | | | | | | | |
Ford Motor Credit Company, LLC | | 4.271% | | 01/09/27 | | $ | 1,000,000 | | | $ | 907,469 | |
Genting NY, LLC, 144A | | 3.300% | | 02/15/26 | | | 750,000 | | | | 654,497 | |
Lucid Group, Inc. | | 1.250% | | 12/15/26 | | | 1,430,000 | | | | 858,000 | |
NCL Corporation Ltd., 144A | | 3.625% | | 12/15/24 | | | 950,000 | | | | 892,145 | |
Rakuten Group, Inc., 144A | | 10.250% | | 11/30/24 | | | 750,000 | | | | 750,037 | |
White Cap Parent, LLC, 144A (a) | | 8.250% | | 03/15/26 | | | 1,000,000 | | | | 942,708 | |
| | | | | | | | | | | 6,914,859 | |
Consumer Staples — 4.9% | | | | | | | | | | | | |
Coty, Inc., 144A | | 6.500% | | 04/15/26 | | | 1,000,000 | | | | 979,850 | |
Energizer Holdings, Inc., 144A | | 6.500% | | 12/31/27 | | | 1,000,000 | | | | 962,230 | |
Tilray, Inc. | | 5.000% | | 10/01/23 | | | 1,000,000 | | | | 976,347 | |
| | | | | | | | | | | 2,918,427 | |
Energy — 10.3% | | | | | | | | | | | | |
Antero Midstream Partners, L.P., 144A | | 5.750% | | 03/01/27 | | | 900,000 | | | | 849,609 | |
Ascent Resources Utica Holdings, LLC, 144A | | 7.000% | | 11/01/26 | | | 950,000 | | | | 922,022 | |
Crestwood Midstream Partners, L.P., 144A | | 5.625% | | 05/01/27 | | | 750,000 | | | | 690,254 | |
Howard Midstream Energy Partners, 144A | | 6.750% | | 01/15/27 | | | 1,000,000 | | | | 952,230 | |
New Fortress Energy, Inc., 144A | | 6.500% | | 09/30/26 | | | 950,000 | | | | 869,250 | |
SM energy Company | | 6.625% | | 01/15/27 | | | 930,000 | | | | 881,175 | |
Sunnova Energy Corporation, 144A | | 5.875% | | 09/01/26 | | | 1,080,000 | | | | 941,112 | |
| | | | | | | | | | | 6,105,652 | |
Financials — 19.2% | | | | | | | | | | | | |
Acrisure, LLC/Acrisure Financial, Inc., 144A | | 10.125% | | 08/01/26 | | | 925,000 | | | | 920,955 | |
Antares Holdings, L.P., 144A | | 2.750% | | 01/15/27 | | | 1,100,000 | | | | 909,766 | |
Burford Capital Global, 144A | | 6.250% | | 04/15/28 | | | 750,000 | | | | 656,245 | |
Enova International, Inc., 144A | | 8.500% | | 09/15/25 | | | 900,000 | | | | 863,813 | |
Fly Leasing Ltd., 144A | | 7.000% | | 10/15/24 | | | 750,000 | | | | 653,080 | |
INTL FCStone, Inc., 144A | | 8.625% | | 06/15/25 | | | 750,000 | | | | 761,010 | |
Jefferson Capital Holdings, LLC, 144A | | 6.000% | | 08/15/26 | | | 750,000 | | | | 635,587 | |
MBIA, Inc. | | 7.000% | | 12/15/25 | | | 925,000 | | | | 907,656 | |
Midcap Financial Issuer Trust, 144A | | 6.500% | | 05/01/28 | | | 950,000 | | | | 819,375 | |
OAKHURST SHORT DURATION |
HIGH YIELD CREDIT FUND |
Schedule of Investments (Continued) |
CORPORATE BONDS — 90.6% (Continued) | | Coupon | | Maturity | | Par Value | | | Value | |
Financials — 19.2% (Continued) | | | | | | | | | | | | |
Navient Corporation | | 5.000% | | 03/15/27 | | $ | 1,000,000 | | | $ | 889,000 | |
New York Community Bancorp, Inc. | | 5.900% | | 11/06/28 | | | 758,000 | | | | 738,872 | |
PennyMac Mortgage Investment Trust | | 5.500% | | 11/01/24 | | | 1,000,000 | | | | 935,000 | |
United Shore Financial Services, LLC, 144A | | 5.500% | | 11/15/25 | | | 950,000 | | | | 874,979 | |
XPO Escrow Sub, LLC, 144A | | 7.500% | | 11/15/27 | | | 750,000 | | | | 760,918 | |
| | | | | | | | | | | 11,326,256 | |
Health Care — 5.3% | | | | | | | | | | | | |
Heartland Dental, LLC, 144A | | 8.500% | | 05/01/26 | | | 1,003,000 | | | | 822,460 | |
Prime Healthcare Services, Inc., 144A | | 7.250% | | 11/01/25 | | | 1,000,000 | | | | 888,395 | |
RP Escrow Issuer, LLC, 144A | | 5.250% | | 12/15/25 | | | 750,000 | | | | 586,095 | |
U.S. Acute Care Solutions, LLC, 144A | | 6.375% | | 03/01/26 | | | 960,000 | | | | 851,232 | |
| | | | | | | | | | | 3,148,182 | |
Industrials — 10.6% | | | | | | | | | | | | |
Air Canada Pass-Through Certificates, 144A, Series 2015-1-B | | 3.875% | | 09/15/24 | | | 58,802 | | | | 58,745 | |
Air Canada Pass-Through Certificates, 144A, Series 2017-1-B | | 3.700% | | 01/15/26 | | | 771,583 | | | | 717,661 | |
American Airlines Group Pass-Through Certificates, Series 2017-1B-B | | 4.950% | | 08/15/26 | | | 752,400 | | | | 729,833 | |
American Airlines, Inc., 144A | | 11.750% | | 07/15/25 | | | 750,000 | | | | 821,575 | |
Brundage-Bone Concrete Pumping, 144A | | 6.000% | | 02/01/26 | | | 935,000 | | | | 869,229 | |
GardaWorld Security Corporation, 144A | | 4.625% | | 02/15/27 | | | 750,000 | | | | 667,995 | |
Prime Security Services Borrower, LLC, 144A | | 5.750% | | 04/15/26 | | | 1,000,000 | | | | 966,250 | |
Sotheby’s, 144A | | 4.875% | | 12/15/25 | | | 6,000 | | | | 5,520 | |
United Airlines Pass-Through Trust, Series 2020-1B-B | | 4.875% | | 07/15/27 | | | 759,675 | | | | 736,308 | |
United Airlines, Inc., Series 2016-1B-B | | 3.650% | | 07/07/27 | | | 771,875 | | | | 713,150 | |
| | | | | | | | | | | 6,286,266 | |
OAKHURST SHORT DURATION |
HIGH YIELD CREDIT FUND |
Schedule of Investments (Continued) |
CORPORATE BONDS — 90.6% (Continued) | | Coupon | | Maturity | | Par Value | | | Value | |
Materials — 1.3% | | | | | | | | | | |
Fortress Transportation & Infrastructure Investors, LLC, 144A | | 9.750% | | 08/01/27 | | $ | 750,000 | | | $ | 770,573 | |
| | | | | | | | | | | | |
Real Estate — 6.1% | | | | | | | | | | | | |
Brookfield Property Partners, L.P., 144A | | 5.750% | | 05/15/26 | | | 1,000,000 | | | | 920,505 | |
HAT Holdings LLC, 144A | | 3.375% | | 06/15/26 | | | 1,025,000 | | | | 889,187 | |
New Residential Investment Corporation, 144A | | 6.250% | | 10/15/25 | | | 950,000 | | | | 868,063 | |
SBA Communications Corporation | | 3.875% | | 02/15/27 | | | 1,000,000 | | | | 904,806 | |
| | | | | | | | | | | 3,582,561 | |
Technology — 5.0% | | | | | | | | | | | | |
LogMeIn, Inc., 144A | | 5.500% | | 09/01/27 | | | 750,000 | | | | 359,171 | |
Norton Life Lock, Inc. | | 6.750% | | 09/30/27 | | | 875,000 | | | | 860,079 | |
Picard Midco, Inc., 144A | | 6.500% | | 03/31/29 | | | 1,025,000 | | | | 888,386 | |
Sabre Global, Inc., 144A | | 11.250% | | 12/15/27 | | | 835,000 | | | | 834,474 | |
| | | | | | | | | | | 2,942,110 | |
Utilities — 2.1% | | | | | | | | | | | | |
Elwood Energy, LLC | | 8.159% | | 07/05/26 | | | 525,791 | | | | 467,954 | |
NSG Holdings, LLC, 144A | | 7.750% | | 12/15/25 | | | 789,782 | | | | 773,987 | |
| | | | | | | | | | | 1,241,941 | |
| | | | | | | | | | | | |
Total Corporate Bonds (Cost $58,165,459) | | | | | | | | | | $ | 53,587,286 | |
OAKHURST SHORT DURATION |
HIGH YIELD CREDIT FUND |
Schedule of Investments (Continued) |
MONEY MARKET FUNDS — 1.0% | | Shares | | | Value | |
Invesco Short-Term Investments Trust - Treasury Portfolio - Institutional Class, 4.51% (b) (Cost $576,709) | | | 576,709 | | | $ | 576,709 | |
| | | | | | | | |
Total Investments at Value — 98.4% (Cost $63,361,923) | | | | | | $ | 58,163,805 | |
| | | | | | | | |
Other Assets in Excess of Liabilities — 1.6% | | | | | | | 966,367 | |
| | | | | | | | |
Net Assets — 100.0% | | | | | | $ | 59,130,172 | |
144A - Security was purchased in a transaction exempt from registration in compliance with Rule 144A of the Securities Act of 1933, as amended. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. These securities have been deemed liquid under procedures approved by the Board of Trustees. The total value of such securities is $42,936,257 as of February 28, 2023, representing 72.6% of net assets.
| (a) | Payment-in-kind bond. The rate shown is the coupon rate of 8.25%. The payment-in-kind rate is 0.75%. |
| (b) | The rate shown is the 7-day effective yield as of February 28, 2023. |
See accompanying notes to financial statements.
F/m FUNDS TRUST |
Statements of Assets and Liabilities |
February 28, 2023 (Unaudited) |
| | | | | | | | Oakhurst Short | |
| | | | | Oakhurst Short | | | Duration High | |
| | Oakhurst Fixed | | | Duration Bond | | | Yield Credit | |
| | Income Fund | | | Fund | | | Fund | |
ASSETS | | | | | | | | | | | | |
Investments in securities: | | | | | | | | | | | | |
At cost | | $ | 133,766,003 | | | $ | 46,701,245 | | | $ | 63,361,923 | |
At value (Note 2) | | $ | 120,452,512 | | | $ | 43,727,194 | | | $ | 58,163,805 | |
Receivable for capital shares sold | | | 3,134 | | | | — | | | | — | |
Receivable for investment securities sold | | | 929,173 | | | | — | | | | — | |
Dividends and interest receivable | | | 728,236 | | | | 283,883 | | | | 1,015,467 | |
Other assets | | | 45,165 | | | | 35,123 | | | | 30,127 | |
TOTAL ASSETS | | | 122,158,220 | | | | 44,046,200 | | | | 59,209,399 | |
LIABILITIES | | | | | | | | | | | | |
Dividends payable | | | 109,337 | | | | 1,701 | | | | 5,445 | |
Payable for capital shares redeemed | | | 88,634 | | | | 20,181 | | | | 26,785 | |
Payable for investment securities purchased | | | 949,069 | | | | — | | | | — | |
Payable to Adviser (Note 4) | | | 30,450 | | | | 1,385 | | | | 26,172 | |
Payable to administrator (Note 4) | | | 12,050 | | | | 6,580 | | | | 7,640 | |
Other accrued expenses | | | 18,325 | | | | 16,175 | | | | 13,185 | |
TOTAL LIABILITIES | | | 1,207,865 | | | | 46,022 | | | | 79,227 | |
NET ASSETS | | $ | 120,950,355 | | | $ | 44,000,178 | | | $ | 59,130,172 | |
Net assets consist of: | | | | | | | | | | | | |
Paid-in capital | | $ | 137,741,549 | | | $ | 50,171,791 | | | $ | 72,343,580 | |
Accumulated deficit | | | (16,791,194 | ) | | | (6,171,613 | ) | | | (13,213,408 | ) |
NET ASSETS | | $ | 120,950,355 | | | $ | 44,000,178 | | | $ | 59,130,172 | |
PRICING OF INSTITUTIONAL SHARES (NOTE 1) | | | | | | | | | | | | |
Net assets applicable to Institutional Shares | | $ | 120,950,355 | | | $ | 44,000,178 | | | $ | 59,130,172 | |
Shares of Institutional Shares outstanding (unlimited number of shares authorized,no par value) | | | 14,085,895 | | | | 4,807,727 | | | | 6,898,798 | |
Net asset value, offering and redemption price per share (Note 2) | | $ | 8.59 | | | $ | 9.15 | | | $ | 8.57 | |
See accompanying notes to financial statements.
F/m FUNDS TRUST |
Statements of Operations |
For the Six Months Ended February 28, 2023 (Unaudited) |
| | | | | | | | Oakhurst Short | |
| | | | | Oakhurst Short | | | Duration High | |
| | Oakhurst Fixed | | | Duration Bond | | | Yield Credit | |
| | Income Fund | | | Fund | | | Fund | |
INVESTMENT INCOME | | | | | | | | | | | | |
Interest | | $ | 2,106,872 | | | $ | 835,508 | | | $ | 2,012,153 | |
Dividends | | | 24,078 | | | | 16,390 | | | | 35,967 | |
TOTAL INCOME | | | 2,130,950 | | | | 851,898 | | | | 2,048,120 | |
EXPENSES | | | | | | | | | | | | |
Investment advisory fees (Note 4) | | | 294,097 | | | | 82,429 | | | | 227,294 | |
Administration fees (Note 4) | | | 45,211 | | | | 18,815 | | | | 24,227 | |
Registration and filing fees | | | 20,963 | | | | 23,886 | | | | 14,696 | |
Trustees’ fees and expenses (Note 4) | | | 19,002 | | | | 19,002 | | | | 19,002 | |
Fund accounting fees (Note 4) | | | 20,878 | | | | 17,351 | | | | 18,032 | |
Pricing costs | | | 23,679 | | | | 18,466 | | | | 8,504 | |
Insurance expense | | | 15,008 | | | | 8,647 | | | | 9,082 | |
Audit and tax services fees | | | 9,311 | | | | 9,311 | | | | 9,311 | |
Compliance service fees (Note 4) | | | 7,248 | | | | 7,248 | | | | 7,248 | |
Transfer agent fees (Note 4) | | | 9,000 | | | | 6,000 | | | | 6,000 | |
Legal fees | | | 5,936 | | | | 5,936 | | | | 5,936 | |
Custodian and bank service fees | | | 7,082 | | | | 4,655 | | | | 3,908 | |
Shareholder reporting expenses | | | 3,027 | | | | 3,027 | | | | 3,027 | |
Other expenses | | | 4,548 | | | | 4,039 | | | | 4,604 | |
TOTAL EXPENSES | | | 484,990 | | | | 228,812 | | | | 360,871 | |
Less fee reductions by the Adviser (Note 4) | | | (132,074 | ) | | | (87,504 | ) | | | (72,966 | ) |
NET EXPENSES | | | 352,916 | | | | 141,308 | | | | 287,905 | |
NET INVESTMENT INCOME | | | 1,778,034 | | | | 710,590 | | | | 1,760,215 | |
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS | | | | | | | | | | | | |
Net realized losses from investment transactions | | | (1,662,709 | ) | | | (772,998 | ) | | | (5,074,664 | ) |
Net change in unrealized appreciation (depreciation) on investments | | | (2,511,006 | ) | | | (168,635 | ) | | | 3,529,486 | |
NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS | | | (4,173,715 | ) | | | (941,633 | ) | | | (1,545,178 | ) |
NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS | | $ | (2,395,681 | ) | | $ | (231,043 | ) | | $ | 215,037 | |
See accompanying notes to financial statements.
OAKHURST FIXED INCOME FUND |
Statements of Changes in Net Assets |
| | Six Months | | | | |
| | Ended | | | | |
| | February 28, | | | Year Ended | |
| | 2023 | | | August 31, | |
| | (Unaudited) | | | 2022 | |
FROM OPERATIONS | | | | | | | | |
Net investment income | | $ | 1,778,034 | | | $ | 2,260,531 | |
Net realized losses from investment transactions | | | (1,662,709 | ) | | | (1,225,877 | ) |
Net change in unrealized appreciation (depreciation) on investments | | | (2,511,006 | ) | | | (13,290,452 | ) |
Net decrease in net assets from operations | | | (2,395,681 | ) | | | (12,255,798 | ) |
DISTRIBUTIONS TO SHAREHOLDERS (Note 2) | | | | | | | | |
Institutional Shares | | | (1,865,080 | ) | | | (3,681,583 | ) |
FROM CAPITAL SHARE TRANSACTIONS | | | | | | | | |
Institutional Shares | | | | | | | | |
Proceeds from shares sold | | | 22,252,337 | | | | 64,441,849 | |
Reinvestments of distributions to shareholders | | | 1,195,619 | | | | 738,322 | |
Payments for shares redeemed | | | (17,646,740 | ) | | | (56,042,754 | ) |
Net increase in net assets from capital share transactions | | | 5,801,216 | | | | 9,137,417 | |
TOTAL INCREASE (DECREASE) IN NET ASSETS | | | 1,540,455 | | | | (6,799,964 | ) |
NET ASSETS | | | | | | | | |
Beginning of period | | | 119,409,900 | | | | 126,209,864 | |
End of period | | $ | 120,950,355 | | | $ | 119,409,900 | |
CAPITAL SHARE ACTIVITY | | | | | | | | |
Institutional Shares | | | | | | | | |
Shares sold | | | 2,577,471 | | | | 6,881,074 | |
Shares issued in reinvestment of distributions to shareholders | | | 139,423 | | | | 75,845 | |
Shares redeemed | | | (2,054,460 | ) | | | (5,809,167 | ) |
Net increase in shares outstanding | | | 662,434 | | | | 1,147,752 | |
Shares outstanding, beginning of period | | | 13,423,461 | | | | 12,275,709 | |
Shares outstanding, end of period | | | 14,085,895 | | | | 13,423,461 | |
See accompanying notes to financial statements.
OAKHURST SHORT DURATION BOND FUND |
Statements of Changes in Net Assets |
| | Six Months | | | | |
| | Ended | | | | |
| | February 28, | | | Year Ended | |
| | 2023 | | | August 31, | |
| | (Unaudited) | | | 2022 | |
FROM OPERATIONS | | | | | | | | |
Net investment income | | $ | 710,590 | | | $ | 1,325,945 | |
Net realized losses from investment transactions | | | (772,998 | ) | | | (643,602 | ) |
Net change in unrealized appreciation (depreciation) on investments | | | (168,635 | ) | | | (4,210,869 | ) |
Net decrease in net assets from operations | | | (231,043 | ) | | | (3,528,526 | ) |
DISTRIBUTIONS TO SHAREHOLDERS (Note 2) | | | | | | | | |
Institutional Shares | | | (761,375 | ) | | | (1,804,631 | ) |
FROM CAPITAL SHARE TRANSACTIONS | | | | | | | | |
Institutional Shares | | | | | | | | |
Proceeds from shares sold | | | 5,291,317 | | | | 35,269,520 | |
Reinvestments of distributions to shareholders | | | 753,498 | | | | 768,186 | |
Payments for shares redeemed | | | (18,840,446 | ) | | | (104,061,592 | ) |
Net decrease in net assets from capital share transactions | | | (12,795,631 | ) | | | (68,023,886 | ) |
TOTAL DECREASE IN NET ASSETS | | | (13,788,049 | ) | | | (73,357,043 | ) |
NET ASSETS | | | | | | | | |
Beginning of period | | | 57,788,227 | | | | 131,145,270 | |
End of period | | $ | 44,000,178 | | | $ | 57,788,227 | |
CAPITAL SHARE ACTIVITY | | | | | | | | |
Institutional Shares | | | | | | | | |
Shares sold | | | 579,644 | | | | 3,667,532 | |
Shares issued in reinvestment of distributions to shareholders | | | 82,521 | | | | 78,435 | |
Shares redeemed | | | (2,059,305 | ) | | | (10,663,975 | ) |
Net decrease in shares outstanding | | | (1,397,140 | ) | | | (6,918,008 | ) |
Shares outstanding, beginning of period | | | 6,204,867 | | | | 13,122,875 | |
Shares outstanding, end of period | | | 4,807,727 | | | | 6,204,867 | |
See accompanying notes to financial statements.
OAKHURST SHORT DURATION |
HIGH YIELD CREDIT FUND |
Statements of Changes in Net Assets |
| | Six Months | | | | |
| | Ended | | | | |
| | February 28, | | | Year Ended | |
| | 2023 | | | August 31, | |
| | (Unaudited) | | | 2022 | |
FROM OPERATIONS | | | | | | | | |
Net investment income | | $ | 1,760,215 | | | $ | 4,095,772 | |
Net realized losses from investment transactions | | | (5,074,664 | ) | | | (888,591 | ) |
Net change in unrealized appreciation (depreciation) on investments | | | 3,529,486 | | | | (10,427,059 | ) |
Net increase (decrease) in net assets from operations | | | 215,037 | | | | (7,219,878 | ) |
DISTRIBUTIONS TO SHAREHOLDERS (Note 2) | | | | | | | | |
Institutional Shares | | | (1,783,137 | ) | | | (4,142,799 | ) |
FROM CAPITAL SHARE TRANSACTIONS | | | | | | | | |
Institutional Shares | | | | | | | | |
Proceeds from shares sold | | | 8,446,266 | | | | 29,873,353 | |
Reinvestments of distributions to shareholders | | | 1,749,629 | | | | 779,803 | |
Payments for shares redeemed | | | (16,011,531 | ) | | | (54,209,366 | ) |
Net decrease in net assets from capital share transactions | | | (5,815,636 | ) | | | (23,556,210 | ) |
TOTAL DECREASE IN NET ASSETS | | | (7,383,736 | ) | | | (34,918,887 | ) |
NET ASSETS | | | | | | | | |
Beginning of period | | | 66,513,908 | | | | 101,432,795 | |
End of period | | $ | 59,130,172 | | | $ | 66,513,908 | |
CAPITAL SHARE ACTIVITY | | | | | | | | |
Institutional Shares | | | | | | | | |
Shares sold | | | 978,731 | | | | 3,077,434 | |
Shares issued in reinvestment of distributions to shareholders | | | 203,746 | | | | 83,932 | |
Shares redeemed | | | (1,846,417 | ) | | | (5,680,701 | ) |
Net decrease in shares outstanding | | | (663,940 | ) | | | (2,519,335 | ) |
Shares outstanding, beginning of period | | | 7,562,738 | | | | 10,082,073 | |
Shares outstanding, end of period | | | 6,898,798 | | | | 7,562,738 | |
See accompanying notes to financial statements.
OAKHURST FIXED INCOME FUND |
INSTITUTIONAL SHARES |
Financial Highlights |
Per share data for a share outstanding throughout each period:
| | Six Months | | | | | | | | | | | | | | | | |
| | Ended | | | Year | | | Year | | | Year | | | Year | | | Year | |
| | Feb. 28, | | | Ended | | | Ended | | | Ended | | | Ended | | | Ended | |
| | 2023 | | | Aug. 31, | | | Aug. 31, | | | Aug. 31, | | | Aug. 31, | | | Aug. 31, | |
| | (Unaudited) | | | 2022 | | | 2021 | | | 2020 | | | 2019 | | | 2018 | |
Net asset value at beginning of period | | $ | 8.90 | | | $ | 10.28 | | | $ | 10.40 | | | $ | 10.10 | | | $ | 9.60 | | | $ | 9.91 | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.13 | | | | 0.19 | | | | 0.15 | | | | 0.22 | | | | 0.28 | | | | 0.27 | |
Net realized and unrealized gains (losses) on investments | | | (0.30 | ) | | | (1.26 | ) | | | (0.00 | )(a) | | | 0.32 | | | | 0.51 | | | | (0.27 | ) |
Total from investment operations | | | (0.17 | ) | | | (1.07 | ) | | | 0.15 | | | | 0.54 | | | | 0.79 | | | | (0.00 | )(a) |
Less distributions from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.14 | ) | | | (0.22 | ) | | | (0.21 | ) | | | (0.24 | ) | | | (0.29 | ) | | | (0.29 | ) |
Net realized gains on investments | | | — | | | | (0.09 | ) | | | (0.06 | ) | | | — | | | | — | | | | (0.02 | ) |
Total distributions | | | (0.14 | ) | | | (0.31 | ) | | | (0.27 | ) | | | (0.24 | ) | | | (0.29 | ) | | | (0.31 | ) |
Net asset value at end of period | | $ | 8.59 | | | $ | 8.90 | | | $ | 10.28 | | | $ | 10.40 | | | $ | 10.10 | | | $ | 9.60 | |
Total return (b) | | | (1.95 | %)(c) | | | (10.59 | %) | | | 1.42 | % | | | 5.45 | % | | | 8.42 | % | | | 0.01 | % |
Net assets at end of period (000’s) | | $ | 120,950 | | | $ | 119,410 | | | $ | 126,210 | | | $ | 96,428 | | | $ | 76,637 | | | $ | 60,020 | |
Ratio of total expenses to average net assets | | | 0.82 | %(d) | | | 0.84 | % | | | 0.80 | % | | | 0.87 | % | | | 0.94 | % | | | 0.95 | % |
Ratio of net expenses to average net assets (e) | | | 0.60 | %(d) | | | 0.60 | % | | | 0.60 | % | | | 0.60 | % | | | 0.60 | % | | | 0.60 | % |
Ratio of net investment income to average net assets (e) | | | 3.02 | %(d) | | | 1.97 | % | | | 1.45 | % | | | 2.20 | % | | | 2.92 | % | | | 2.77 | % |
Portfolio turnover rate | | | 13 | %(c) | | | 48 | % | | | 52 | % | | | 43 | % | | | 36 | % | | | 46 | % |
| (a) | Rounds to less than $0.01 per share. |
| (b) | Total return is a measure of the change in value of an investment in the Fund over the periods covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. Had the Adviser not reduced/waived its fees, the total returns would have been lower. |
| (e) | Ratios were determined based on expenses after any fee reductions/waivers by the Adviser (Note 4). |
See accompanying notes to financial statements.
OAKHURST SHORT DURATION BOND FUND |
INSTITUTIONAL SHARES |
Financial Highlights |
Per share data for a share outstanding throughout each period:
| | Six Months | | | | | | | | | | | | | | | | |
| | Ended | | | Year | | | Year | | | Year | | | Year | | | Year | |
| | Feb. 28, | | | Ended | | | Ended | | | Ended | | | Ended | | | Ended | |
| | 2023 | | | Aug. 31, | | | Aug. 31, | | | Aug. 31, | | | Aug. 31, | | | Aug. 31, | |
| | (Unaudited) | | | 2022 | | | 2021 | | | 2020 | | | 2019 | | | 2018 | |
Net asset value at beginning of period | | $ | 9.31 | | | $ | 9.99 | | | $ | 9.98 | | | $ | 9.94 | | | $ | 9.80 | | | $ | 9.97 | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.14 | | | | 0.14 | | | | 0.15 | | | | 0.22 | | | | 0.24 | | | | 0.21 | |
Net realized and unrealized gains (losses) on investments | | | (0.15 | ) | | | (0.60 | ) | | | 0.07 | | | | 0.07 | | | | 0.18 | | | | (0.14 | ) |
Total from investment operations | | | (0.01 | ) | | | (0.46 | ) | | | 0.22 | | | | 0.29 | | | | 0.42 | | | | 0.07 | |
Less distributions from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.15 | ) | | | (0.22 | ) | | | (0.21 | ) | | | (0.25 | ) | | | (0.28 | ) | | | (0.24 | ) |
Net asset value at end of period | | $ | 9.15 | | | $ | 9.31 | | | $ | 9.99 | | | $ | 9.98 | | | $ | 9.94 | | | $ | 9.80 | |
Total return (a) | | | (0.09 | %)(b) | | | (4.65 | %) | | | 2.26 | % | | | 2.95 | % | | | 4.31 | % | | | 0.73 | % |
Net assets at end of period (000’s) | | $ | 44,000 | | | $ | 57,788 | | | $ | 131,145 | | | $ | 125,823 | | | $ | 112,976 | | | $ | 128,254 | |
Ratio of total expenses to average net assets | | | 0.97 | %(c) | | | 0.77 | % | | | 0.65 | % | | | 0.68 | % | | | 0.63 | % | | | 0.65 | % |
Ratio of net expenses to average net assets (d) | | | 0.60 | %(c) | | | 0.60 | % | | | 0.60 | % | | | 0.60 | % | | | 0.60 | % | | | 0.60 | % |
Ratio of net investment income to average net assets (d) | | | 3.02 | %(c) | | | 1.58 | % | | | 1.51 | % | | | 2.13 | % | | | 2.48 | % | | | 2.09 | % |
Portfolio turnover rate | | | 8 | %(b) | | | 70 | % | | | 102 | % | | | 70 | % | | | 47 | % | | | 51 | % |
| (a) | Total return is a measure of the change in value of an investment in the Fund over the periods covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. Had the Adviser not reduced/waived its fees, the total returns would have been lower. |
| (d) | Ratios were determined based on expenses after any fee reductions/waivers by the Adviser (Note 4). |
See accompanying notes to financial statements.
OAKHURST SHORT DURATION |
HIGH YIELD CREDIT FUND |
INSTITUTIONAL SHARES |
Financial Highlights |
Per share data for a share outstanding throughout each period:
| | Six Months | | | | | | | | | | | | | | | | |
| | Ended | | | Year | | | Year | | | Year | | | Year | | | Year | |
| | Feb. 28, | | | Ended | | | Ended | | | Ended | | | Ended | | | Ended | |
| | 2023 | | | Aug. 31, | | | Aug. 31, | | | Aug. 31, | | | Aug. 31, | | | Aug. 31, | |
| | (Unaudited) | | | 2022 | | | 2021 | | | 2020 | | | 2019 | | | 2018 | |
Net asset value at beginning of period | | $ | 8.79 | | | $ | 10.06 | | | $ | 9.64 | | | $ | 9.95 | | | $ | 10.00 | | | $ | 10.28 | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.25 | | | | 0.47 | | | | 0.47 | | | | 0.52 | | | | 0.52 | | | | 0.52 | |
Net realized and unrealized gains (losses) on investments | | | (0.22 | ) | | | (1.26 | ) | | | 0.42 | | | | (0.31 | ) | | | (0.05 | ) | | | (0.21 | ) |
Total from investment operations | | | 0.03 | | | | (0.79 | ) | | | 0.89 | | | | 0.21 | | | | 0.47 | | | | 0.31 | |
Less distributions from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.25 | ) | | | (0.48 | ) | | | (0.47 | ) | | | (0.52 | ) | | | (0.52 | ) | | | (0.52 | ) |
Net realized gains on investments | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.07 | ) |
Total distributions | | | (0.25 | ) | | | (0.48 | ) | | | (0.47 | ) | | | (0.52 | ) | | | (0.52 | ) | | | (0.59 | ) |
Net asset value at end of period | | $ | 8.57 | | | $ | 8.79 | | | $ | 10.06 | | | $ | 9.64 | | | $ | 9.95 | | | $ | 10.00 | |
Total return (a) | | | 0.41 | %(b) | | | (8.11 | %) | | | 9.45 | % | | | 2.27 | % | | | 4.87 | % | | | 3.08 | % |
Net assets at end of period (000’s) | | $ | 59,130 | | | $ | 66,514 | | | $ | 101,433 | | | $ | 41,894 | | | $ | 45,830 | | | $ | 41,730 | |
Ratio of total expenses to average net assets | | | 1.19 | %(c) | | | 1.11 | % | | | 1.18 | % | | | 1.29 | % | | | 1.25 | % | | | 1.25 | % |
Ratio of net expenses to average net assets (d) | | | 0.95 | %(c) | | | 0.95 | % | | | 0.95 | % | | | 0.95 | % | | | 0.95 | % | | | 0.95 | % |
Ratio of net investment income to average net assets (d) | | | 5.81 | %(c) | | | 4.84 | % | | | 4.72 | % | | | 5.38 | % | | | 5.29 | % | | | 5.08 | % |
Portfolio turnover rate | | | 38 | %(b) | | | 53 | % | | | 60 | % | | | 113 | % | | | 86 | % | | | 78 | % |
| (a) | Total return is a measure of the change in value of an investment in the Fund over the periods covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. Had the Adviser not reduced/waived its fees, the total returns would have been lower. |
| (d) | Ratios were determined based on expenses after any fee reductions/waivers by the Adviser (Note 4). |
See accompanying notes to financial statements.
F/m FUNDS TRUST |
Notes to Financial Statements |
February 28, 2023 (Unaudited) |
1. Organization
Oakhurst Fixed Income, Oakhurst Short Duration Bond Fund and Oakhurst Short Duration High Yield Credit Fund (individually, a “Fund,” and collectively, the “Funds”) are each a diversified series of the F/m Funds Trust (formerly First Western Funds Trust) (the “Trust”), an open-end management investment company established as an Ohio business trust under a Declaration of Trust dated April 2, 2012. Other series of the Trust are not incorporated in this report.
The investment objective of Oakhurst Fixed Income Fund is total return.
The investment objective of Oakhurst Short Duration Bond Fund is to seek a high level of income consistent with preservation of capital and liquidity.
The investment objective of Oakhurst Short Duration High Yield Credit Fund is to seek a high level of income and capital appreciation.
Each Fund has registered two classes of shares, Institutional shares and Retail shares. As of the date of this report, Retail shares of each Fund are not currently offered. When both classes of each Fund are offered, each share class will represent an ownership interest in the corresponding Fund’s investment portfolio.
2. Significant Accounting Policies
The following is a summary of the Funds’ significant accounting policies used in the preparation of their financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Funds follow accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”
Regulatory update – In March 2020, FASB issued Accounting Standards Update 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), in January 2021, the FASB issued Accounting Standards Update 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), and in December 2022, the FASB issued Accounting Standards Update ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates as of the end of 2021. The temporary relief provided by ASU 2020-04, ASU 2021-01, and ASU 2022-06 are effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2024. Management
F/m FUNDS TRUST |
Notes to Financial Statements (Continued) |
is evaluating the impact of ASU 2020-04, ASU 2021-01, and ASU 2022-06 on the Funds’ investments, derivatives, debt, and other contracts that will undergo reference rate elated modifications as a result of the reference rate reform. Management is also currently actively working with other financial institutions and counterparties to modify contracts as required by applicable regulation and within the regulatory deadlines.
Securities valuation – Securities are generally valued at fair value using prices provided by an independent pricing service approved by the Trust’s Board of Trustees (the “Board”). The independent pricing service uses information with respect to transactions in bonds, quotations from bond dealers, market transactions in comparable securities and various relationships between securities in determining these prices. The methods used by the independent pricing service and the quality of valuations so established are reviewed by Oakhurst Capital Advisors, LLC (formerly known as Oakhurst Capital Management, LLC) (the “Adviser” and “Valuation Designee”) under the general supervision of the Board.
In the event that market prices are not readily available or are considered unreliable due to market or other events, the Funds value their securities and other assets at fair value using procedures approved by the Valuation Designee and the Board.
Investments in registered investment companies, including money market funds, are reported at their respective net asset values (“NAVs”) as reported by those companies.
GAAP establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements.
Various inputs are used in determining the value of each Fund’s investments. These inputs are summarized in the three broad levels listed below:
| ● | Level 1 – unadjusted quoted prices in active markets for identical securities |
| ● | Level 2 – other significant observable inputs |
| ● | Level 3 – significant unobservable inputs |
Fixed income securities held by the Funds are typically classified as Level 2 since values are typically provided by an independent pricing service that utilizes various “other significant observable inputs,” including benchmark yields, reported trades, broker dealer quotes, issuer spreads, benchmark securities, bids, offers, reference data and industry and market events. The inputs or methodology used are not necessarily an indication of the risks associated with investing in those securities. The inputs used to measure fair value may fall into different levels of the fair value
F/m FUNDS TRUST |
Notes to Financial Statements (Continued) |
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 based on the lowest level input that is significant to the fair value measurement.
The following is a summary of each Fund’s investments based on inputs used to value the investments as of February 28, 2023:
Oakhurst Fixed Income Fund | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
U.S. Government & Agencies | | $ | — | | | $ | 31,937,553 | | | $ | — | | | $ | 31,937,553 | |
Municipal Bonds | | | — | | | | 224,291 | | | | — | | | | 224,291 | |
Asset-Backed Securities | | | — | | | | 10,446,663 | | | | — | | | | 10,446,663 | |
Collateralized Mortgage Obligations | | | — | | | | 38,449,457 | | | | — | | | | 38,449,457 | |
Corporate Bonds | | | — | | | | 38,909,430 | | | | — | | | | 38,909,430 | |
Money Market Funds | | | 485,118 | | | | — | | | | — | | | | 485,118 | |
Total | | $ | 485,118 | | | $ | 119,967,394 | | | $ | — | | | $ | 120,452,512 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Oakhurst Short Duration Bond Fund | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | | | | | | | | | | | |
U.S. Government & Agencies | | $ | — | | | $ | 1,665,233 | | | $ | — | | | $ | 1,665,233 | |
Asset-Backed Securities | | | — | | | | 6,034,834 | | | | — | | | | 6,034,834 | |
Collateralized Mortgage Obligations | | | — | | | | 16,669,584 | | | | — | | | | 16,669,584 | |
Corporate Bonds | | | — | | | | 18,879,772 | | | | — | | | | 18,879,772 | |
Money Market Funds | | | 477,771 | | | | — | | | | — | | | | 477,771 | |
Total | | $ | 477,771 | | | $ | 43,249,423 | | | $ | — | | | $ | 43,727,194 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Oakhurst Short Duration High Yield Credit Fund | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | | | | | | | | | | | |
Asset-Backed Securities | | $ | — | | | $ | 3,999,810 | | | $ | — | | | $ | 3,999,810 | |
Corporate Bonds | | | — | | | | 53,587,286 | | | | — | | | | 53,587,286 | |
Money Market Funds | | | 576,709 | | | | — | | | | — | | | | 576,709 | |
Total | | $ | 576,709 | | | $ | 57,587,096 | | | $ | — | | | $ | 58,163,805 | |
| | | | | | | | | | | | | | | | |
The Funds did not hold any derivative instruments or assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the six months ended February 28, 2023.
F/m FUNDS TRUST |
Notes to Financial Statements (Continued) |
Share valuation – The NAV per share of each class of each Fund is calculated daily by dividing the total value of the assets attributable to that class, less liabilities attributable to that class, by the number of shares outstanding of that class. The offering price and redemption price per share of each class of each Fund is equal to the NAV per share of such class.
Common expenses – Common expenses of the Trust are allocated among the Funds based on relative net assets of each Fund or the nature of the services performed and the relative applicability to each Fund.
Investment income – Interest income is accrued as earned. Discounts and premiums on fixed income securities purchased are accreted or amortized using the effective interest method and recognized within interest income. Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the security received.
Investment transactions – Investment transactions are accounted for on the trade date. Realized gains and losses on investments sold are determined on a specific identification basis.
Distributions to shareholders – Dividends from net investment income are declared and paid monthly to shareholders. Net realized capital gains, if any, are distributed at least once each year. The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date. The tax character of distributions paid to shareholders during the six-month period ended February 28, 2023 and the year ended August 31, 2022 was as follows:
| | Ordinary | | | Long-Term | | | Total | |
Period Ended | | Income | | | Capital Gains | | | Distributions | |
Oakhurst Fixed Income Fund: | | | | | | | | | | | | |
February 28, 2023 | | $ | 1,865,080 | | | $ | — | | | $ | 1,865,080 | |
August 31, 2022 | | $ | 2,572,576 | | | $ | 1,012,132 | | | $ | 3,584,708 | |
| | | | | | | | | | | | |
Oakhurst Short Duration Bond Fund: | | | | | | | | | | | | |
February 28, 2023 | | $ | 761,375 | | | $ | — | | | $ | 761,375 | |
August 31, 2022 | | $ | 1,784,854 | | | $ | — | | | $ | 1,784,854 | |
| | | | | | | | | | | | |
Oakhurst Short Duration High Yield Credit Fund: | | | | | | | | | | | | |
February 28, 2023 | | $ | 1,783,137 | | | $ | — | | | $ | 1,783,137 | |
August 31, 2022 | | $ | 4,244,150 | | | $ | — | | | $ | 4,244,150 | |
| | | | | | | | | | | | |
F/m FUNDS TRUST |
Notes to Financial Statements (Continued) |
Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of increase (decrease) in net assets from operations during the reporting period. Actual results could differ from those estimates.
Federal income tax – Each Fund has qualified and intends to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, the Funds intend to distribute their taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal income tax provision is provided in the Funds’ financial statements.
In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also each Fund’s intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts from prior years.
The following information is computed on a tax basis for each item as of February 28, 2023:
| | | | | Oakhurst Short | | | Oakhurst Short | |
| | Oakhurst Fixed | | | Duration Bond | | | Duration High | |
| | Income Fund | | | Fund | | | Yield Credit Fund | |
Tax cost of investments | | $ | 134,142,859 | | | $ | 46,701,245 | | | $ | 63,361,923 | |
Gross unrealized appreciation | | $ | 205,187 | | | $ | 56,643 | | | $ | 188,239 | |
Gross unrealized depreciation | | | (13,895,534 | ) | | | (3,030,694 | ) | | | (5,386,357 | ) |
Net unrealized depreciation on investments | | | (13,690,347 | ) | | | (2,974,051 | ) | | | (5,198,118 | ) |
Accumulated ordinary income | | | 118,181 | | | | 10,122 | | | | 27,030 | |
Capital losses carryforwards | | | — | | | | (2,382,928 | ) | | | (2,938,674 | ) |
Other losses | | | (3,109,691 | ) | | | (823,055 | ) | | | (5,098,201 | ) |
Distributions payable | | | (109,337 | ) | | | (1,701 | ) | | | (5,445 | ) |
Accumulated deficit | | $ | (16,791,194 | ) | | $ | (6,171,613 | ) | | $ | (13,213,408 | ) |
| | | | | | | | | | | | |
The difference between the federal income tax cost of investments and the financial statement cost of investments for Oakhurst Fixed Income Fund is due to certain timing differences in the recognition of capital gains and losses under income tax regulations and GAAP. These timing differences are temporary in nature and are due to the tax deferral of losses on wash sales.
F/m FUNDS TRUST |
Notes to Financial Statements (Continued) |
As of August 31, 2022, the Funds had the following CLCFs for federal income tax purposes:
| | | | | Oakhurst Short | | | Oakhurst Short | |
| | Oakhurst Fixed | | | Duration Bond | | | Duration High | |
| | Income Fund | | | Fund | | | Yield Credit Fund | |
Short-term loss carryforwards | | $ | — | | | $ | 1,388,941 | | | $ | 2,191,580 | |
Long-term loss carryforwards | | | — | | | | 993,987 | | | | 747,094 | |
Total | | $ | — | | | $ | 2,382,928 | | | $ | 2,938,674 | |
| | | | | | | | | | | | |
These CLCFs may be carried forward indefinitely and are available to offset net realized capital gains in the current and future years, thereby reducing future taxable capital gain distributions.
The Funds recognize the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has reviewed each Fund’s tax positions taken on Federal income tax returns for the current and all open tax years (generally, three years) and has concluded that no provision for unrecognized tax benefits or expenses is required in these financial statements and does not expect this to change over the next year. Each Fund identifies its major tax jurisdiction as U.S. Federal.
3. Investment Transactions
During the six months ended February 28, 2023, cost of purchases and proceeds from sales and maturities of investment securities, other than short-term investments and U.S. government securities, were as follows:
| | | | | Oakhurst Short | | | Oakhurst Short | |
| | Oakhurst Fixed | | | Duration Bond | | | Duration High | |
| | Income Fund | | | Fund | | | Yield Credit Fund | |
Purchases of investment securities | | $ | 12,079,261 | | | $ | 3,499,234 | | | $ | 22,298,448 | |
Proceeds from sales and maturities of investment securities | | $ | 12,984,450 | | | $ | 12,030,195 | | | $ | 26,220,299 | |
| | | | | | | | | | | | |
F/m FUNDS TRUST |
Notes to Financial Statements (Continued) |
During the six months ended February 28, 2023, cost of purchases and proceeds from sales and maturities of U.S. government long-term securities were as follows:
| | | | | Oakhurst Short | | | Oakhurst Short | |
| | Oakhurst Fixed | | | Duration Bond | | | Duration High | |
| | Income Fund | | | Fund | | | Yield Credit Fund | |
Purchases of U.S. government long-term securities | | $ | 8,355,166 | | | $ | 418,671 | | | $ | — | |
Proceeds from sales and maturities of U.S. government securities | | $ | 1,835,400 | | | $ | 4,570,773 | | | $ | — | |
| | | | | | | | | | | | |
4. Transactions with Related Parties
Oakhurst Capital Advisors, LLC (formerly known as Oakhurst Capital Management, LLC) (the “Adviser” or “Oakhurst”) is the investment adviser for the Funds. Prior to January 31, 2023, Oakhurst was jointly owned by Lido Advisors, LLC and F/m Acceleration, LLC.
On January 31, 2023, Diffractive Managers Group (“Diffractive”), a multi-boutique asset management company, acquired the assets of F/m Acceleration, LLC, the parent company of F/m Investments, LLC, d/b/a Oakhurst Capital Advisors (“F/m Investments” or the “Sub-Adviser”), the Funds’ sub-adviser (the “F/m Transaction”). Also on January 31, 2023, Rowhouse Capital Partners, LLC acquired F/m Acceleration, LLC’s ownership interest in Oakhurst (the “Oakhurst Transaction” and with the F/m Transaction, the “Transactions”). In connection with the Transactions, Oakhurst was renamed Oakhurst Capital Advisors, LLC and F/m d/b/a Oakhurst Capital Advisors was renamed F/m d/b/a Oakhurst Capital Management.
In connection with the Transactions, the investment advisory agreements (the “Previous Advisory Agreements”) between Oakhurst and the Trust, on behalf of the Funds, and the sub-advisory agreements (the “Previous Sub-Advisory Agreements”) among Oakhurst, F/m Investments and the Trust, on behalf of the Funds, were terminated, effective January 31, 2023, and the Board approved (i) interim investment advisory agreements (the “Interim Advisory Agreements”) between Oakhurst and the Trust on behalf of the Funds, effective January 31, 2023; (ii) interim sub-advisory agreements (the “Interim Sub-Advisory Agreements”) among Oakhurst, F/m Investments and the Trust, on behalf of the Funds, effective January 31, 2023; (iii) new investment advisory agreements (the “New Advisory Agreements”) between Oakhurst and the Trust on behalf of the Funds; and (iv) new sub-advisory agreements (the “New Sub-Advisory Agreements”) among Oakhurst, F/m Investments and the Trust on behalf of the Funds. The Interim Advisory Agreements and the Interim Sub-Advisory Agreements have the same material terms and fee arrangements as the Previous Advisory Agreements and the
F/m FUNDS TRUST |
Notes to Financial Statements (Continued) |
Previous Sub-Advisory Agreements, respectively. The New Advisory Agreements and the New Sub-Advisory Agreements will be submitted to the shareholders of the Funds for approval at a Special Meeting of Shareholders. The Interim Advisory Agreements and the Interim Sub-Advisory Agreements remain in effect at this time.
PREVIOUS INVESTMENT ADVISORY AGREEMENTS
Prior to January 31, 2023, under the terms of the Previous Investment Advisory Agreements, Oakhurst Fixed Income Fund paid the Adviser a fee, which was computed and accrued daily and paid monthly, at the annual rate of 0.50% of its average daily net assets; Oakhurst Short Duration Bond Fund paid the Adviser a fee, which was computed and accrued daily and paid monthly, at the annual rate of 0.35% of its average daily net assets and Oakhurst Short Duration High Yield Credit Fund paid the Adviser a fee, which was computed and accrued daily and paid monthly, at the annual rate of 0.75% of its average daily net assets.
The Adviser contractually agreed until December 31, 2023 to reduce its investment advisory fees and to pay other operating expenses to the extent necessary to limit annual ordinary operating expenses (excluding brokerage costs, taxes, borrowing costs, interest, acquired fund fees and expenses and extraordinary expenses) to 0.60% of the average daily net assets allocable to Institutional Shares of each of Oakhurst Fixed Income Fund and Oakhurst Short Duration Bond Fund and to 0.95% of the average daily net assets allocable to Institutional Shares of Oakhurst Short Duration High Yield Credit Fund. During the period from September 1, 2022 through January 31, 2023, the Adviser waived advisory fees by $115,983, $76,934, and $64,684 for Oakhurst Fixed Income Fund, Oakhurst Short Duration Bond Fund and Oakhurst Short Duration High Yield Credit Fund, respectively. These amounts are not recoverable by the Adviser.
INTERIM INVESTMENT ADVISORY AGREEMENTS
Effective January 31, 2023, under the terms of the Interim Investment Advisory Agreements, Oakhurst Fixed Income Fund paid the Adviser a fee, which was computed and accrued daily and paid monthly, at the annual rate of 0.50% of its average daily net assets; Oakhurst Short Duration Bond Fund paid the Adviser a fee, which was computed and accrued daily and paid monthly, at the annual rate of 0.35% of its average daily net assets and Oakhurst Short Duration High Yield Credit Fund paid the Adviser a fee, which was computed and accrued daily and paid monthly, at the annual rate of 0.75% of its average daily net assets.
The Adviser has contractually agreed until December 31, 2023 to reduce its investment advisory fees and to pay other operating expenses to the extent necessary to limit annual ordinary operating expenses (excluding brokerage costs, taxes, borrowing costs, interest, acquired fund fees and expenses and extraordinary expenses) to 0.60% of the average daily net assets allocable to Institutional Shares
F/m FUNDS TRUST |
Notes to Financial Statements (Continued) |
of each of Oakhurst Fixed Income Fund and Oakhurst Short Duration Bond Fund and to 0.95% of the average daily net assets allocable to Institutional Shares of Oakhurst Short Duration High Yield Credit Fund. During the period from February 1, 2023 through February 28, 2023, the Adviser reduced advisory fees by $16,091, $10,570, and $8,282 for Oakhurst Fixed Income Fund, Oakhurst Short Duration Bond Fund and Oakhurst Short Duration High Yield Credit Fund, respectively.
Advisory fee reductions and expense reimbursements by the Adviser are subject to repayment by the Funds for a period of three years after such fees and expenses were incurred, provided that the repayments do not cause a Fund’s ordinary operating expenses (excluding brokerage costs, taxes, borrowing costs, interest, acquired fund fees and expenses and extraordinary expenses) to exceed the agreed upon expense limitations. As of February 28, 2023, the Adviser may in the future recover advisory fee reductions and expense reimbursements totaling $16,091, $10,570, and $8,282 for Oakhurst Fixed Income Fund, Oakhurst Short Duration Bond Fund, and Oakhurst Short Duration High Yield Credit Fund, respectively. The Adviser may recover these amounts no later than the date stated below:
| | | | | Oakhurst Short | | | Oakhurst Short | |
| | Oakhurst Fixed | | | Duration Bond | | | Duration High | |
| | Income Fund | | | Fund | | | Yield Credit Fund | |
February 28, 2026 | | $ | 16,091 | | | $ | 10,570 | | | $ | 8,282 | |
Total | | $ | 16,091 | | | $ | 10,570 | | | $ | 8,282 | |
| | | | | | | | | | | | |
F/m Investments is the sub-adviser to the Funds. The Sub-Adviser is paid a fee equal to the annual rate of 0.025% of each Fund’s average daily net assets. Compensation of the Sub-Adviser is paid by the Adviser (not the Funds) at the annual rate of the average value of each Fund’s daily net assets. The Sub-Adviser’s fee is reduced on a pro-rata basis to the extent that the Adviser reduces its advisory fees or reimburses expenses of the Funds.
OTHER SERVICE PROVIDERS
Ultimus Fund Solutions, LLC (“Ultimus”) provides administration, fund accounting, and transfer agency services to the Funds. The Funds pay Ultimus fees in accordance with the agreements for such services. In addition, the Funds pay out-of-pocket expenses including, but not limited to, postage, supplies and certain costs related to the pricing of the Funds’ portfolio securities.
Pursuant to the terms of a Distribution Agreement with the Trust, Ultimus Fund Distributors, LLC (“UFD”) serves as principal underwriter and exclusive agent for the distribution of shares of the Funds. UFD is a wholly-owned subsidiary of Ultimus. UFD is compensated by the Adviser (not the Funds) for its services to the Trust.
F/m FUNDS TRUST |
Notes to Financial Statements (Continued) |
Pursuant to a Compliance Consulting Agreement with Key Bridge Compliance, LLC (“Key Bridge”), Key Bridge provides the Chief Compliance Officer and compliance services to the Trust.
TRUSTEES’ COMPENSATION
Each Trustee who is not an “interested person” of the Trust (“Independent Trustee”) receives from the Trust an annual fee of $46,000, payable quarterly (except that amount is $47,000 for the Chair of the Committee of Independent Trustees) and reimbursement of travel and other expenses incurred in attending meetings. Trustees who are affiliated with the Adviser do not receive compensation from the Trust. Each Fund pays its proportionate share of the Independent Trustees’ fees and expenses.
PRINCIPAL HOLDERS OF FUND SHARES
As of February 28, 2023, the following shareholders owned of record 25% or more of the outstanding shares of each Fund:
NAME OF RECORD OWNERS | | % Ownership |
Oakhurst Fixed Income Fund | | |
Charles Schwab & Company (for the benefit of its customers) | | 61% |
National Financial Services, LLC (for the benefit of its customers) | | 36% |
| | |
Oakhurst Short Duration Bond Fund | | |
Charles Schwab & Company (for the benefit of its customers) | | 96% |
| | |
Oakhurst Short Duration High Yield Credit Fund | | |
Charles Schwab & Company (for the benefit of its customers) | | 87% |
A beneficial owner of 25% or more of a Fund’s outstanding shares may be considered a controlling person. That shareholder’s vote could have a more significant effect on matters presented at a shareholders’ meeting.
5. Contingencies and Commitments
The Funds indemnify the Trust’s officers and Trustees for certain liabilities that might arise from the performance of their duties to the Funds. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.
F/m FUNDS TRUST |
Notes to Financial Statements (Continued) |
6. Bank Line of Credit
Oakhurst Fixed Income Fund has an uncommitted senior secured line of credit up to $6,000,000 with its custodian bank which expires on December 15, 2023. Oakhurst Short Duration Bond Fund has an uncommitted senior secured line of credit up to $3,000,000 with its custodian bank which expires on December 15, 2023. Oakhurst Short Duration High Yield Credit Fund has an uncommitted senior secured line of credit up to $3,500,000 with its custodian bank which expires on December 15, 2023. All portfolio securities held by each Fund are pledged as collateral for its line of credit. Borrowings under the lines of credit bear interest at a rate per annum equal to the bank’s Prime Rate at the time of borrowing. As of February 28, 2023, the Prime Rate was 7.75%. During the six months ended February 28, 2023, none of the Funds borrowed under their respective lines of credit.
7. Risks Associated with Collateralized Mortgage Obligations
Oakhurst Fixed Income Fund and Oakhurst Short Duration Bond Fund have each adopted a fundamental policy to concentrate its investments in collateralized mortgage obligations (“CMOs”). This means each Fund will invest at least 25% of its total assets in agency and non-agency CMOs. The Funds’ investments in CMOs are subject to prepayment risk, especially when interest rates decline. Prepayment risk is the risk that the principal on CMOs, other asset-backed securities or any fixed-income security with an embedded call option may be prepaid at any time, which could reduce yield and market value. This could reduce the effective maturity of a CMO and cause the Funds to reinvest their assets at a lower prevailing interest rate. CMOs are also subject to extension risk, which is the risk that rising interest rates will increase the effective maturity of CMOs due to the deceleration of prepayments. CMOs may also be subject to risks unique to the housing industry, including mortgage lending practices, defaults, foreclosures and changes in real estate values. The Funds’ investments in CMOs are subject to default risk, prepayment and extension risk and market risk when interest rates rise. As a result of each Fund’s policy to concentrate in CMOs, the Funds will be subject to the risks associated with these securities to a greater degree than a fund that does not concentrate in CMOs. As of February 28, 2023, Oakhurst Fixed Income Fund and Oakhurst Short Duration Bond Fund had 31.8% and 37.9%, respectively, of the value of their net assets invested in CMOs.
8. Risks Associated with Lower Rated Debt Securities
Oakhurst Short Duration High Yield Credit Fund invests primarily in lower-rated debt securities (commonly called “junk” bonds). These securities are often considered to be speculative and involve greater risk of default or price changes than higher-rated securities due to changes in the issuer’s creditworthiness. Prices of lower-rated
F/m FUNDS TRUST |
Notes to Financial Statements (Continued) |
securities have been found to be less sensitive to interest rate changes and more sensitive to adverse economic changes and individual corporate developments than more highly rated investments. An economic downturn tends to disrupt the market for lower-rated securities and may adversely affect their values. Such an economic downturn may be expected to result in increased defaults by the issuers of such securities. Securities rated below Baa by Moody’s Investors Service, Inc. or BBB by S&P Global Ratings or Fitch Ratings, Inc. are generally considered to be “junk” bonds.
9. Risks Associated with Rule 144A Securities
Rule 144A securities are securities that are exempt from registration in compliance with the Securities Act of 1933, as amended, and the rules thereunder, and may have legal restrictions on resale. Under Rule 144A, these privately placed securities may be resold to qualified institutional buyers (“QIBs”), subject to certain conditions. An insufficient number of QIBs interested in purchasing Rule 144A securities at a particular time could adversely affect the marketability of the securities and a Fund might be unable to dispose of the securities promptly or at a reasonable price. As of February 28, 2023, Oakhurst Fixed Income Fund, Oakhurst Short Duration Bond Fund and Oakhurst Short Duration High Yield Credit Fund had 19.1%, 27.5% and 72.6%, respectively, of the value of their net assets invested in Rule 144A securities.
10. Subsequent Events
The Funds are required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the date of the Statements of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Funds are required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events other than the following:
On March 31, 2023, Oakhurst Fixed Income Fund, Oakhurst Short Duration Bond Fund and Oakhurst Short Duration High Yield Credit Fund paid net investment income dividends of $0.0218, $0.0262, and $0.0434 per share, respectively, to shareholders of record on March 30, 2023.
On March 29, 2023, the Board approved an Agreement and Plan of Reorganization for the Funds relating to the reorganization of each of the Funds (the “Reorganizations”) into newly created series of The RBB Fund, Inc. The Reorganizations are subject to the completion of certain conditions, including approval by the Funds’ shareholders.
F/m FUNDS TRUST |
About Your Funds’ Expenses (Unaudited) |
We believe it is important for you to understand the impact of costs on your investment. As a shareholder of the Funds, you incur ongoing costs, including management fees and other operating expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.
A mutual fund’s ongoing costs are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The expenses in the table below are based on an investment of $1,000 made at the beginning of the most recent period (September 1, 2022) and held until the end of the period (February 28, 2023).
The table below illustrates each Fund’s ongoing costs in two ways:
Actual fund return – This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from each Fund’s actual return, and the fourth column shows the dollar amount of operating expenses that would have been paid by an investor who started with $1,000 in the Funds. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.
To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for the Funds under the heading “Expenses Paid During Period.”
Hypothetical 5% return – This section is intended to help you compare the Funds’ ongoing costs with those of other mutual funds. It assumes that each Fund had an annual return of 5% before expenses during the period shown, but that the expense ratio is unchanged. In this case, because the return used is not the Funds’ actual return, the results do not apply to your investment. The example is useful in making comparisons because the U.S. Securities and Exchange Commission (the “SEC”) requires all mutual funds to calculate expenses based on a 5% return. You can assess each Fund’s ongoing costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.
Note that expenses shown in the table are meant to highlight and help you compare ongoing costs only. The Funds do not charge transaction fees, such as purchase or redemption fees, nor do they carry a “sales load.” The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.
More information about the Funds’ expenses can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to each Fund’s prospectus.
F/m FUNDS TRUST |
About Your Funds’ Expenses (Unaudited) (Continued) |
| | Beginning | | | Ending | | | | | | |
| | Account | | | Account | | | | | Expenses | |
| | Value | | | Value | | | Net | | Paid | |
| | September 1, | | | February 28, | | | Expense | | During | |
| | 2022 | | | 2023 | | | Ratio(a) | | Period(b) | |
Oakhurst Fixed Income Fund | | | | | | | | | | | | | | |
Based on Actual Fund Return | | $ | 1,000.00 | | | $ | 980.50 | | | 0.60% | | $ | 2.95 | |
Based on Hypothetical 5% Return (before expenses) | | $ | 1,000.00 | | | $ | 1,021.82 | | | 0.60% | | $ | 3.01 | |
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Oakhurst Short Duration Bond Fund | | | | | | | | | | | | | | |
Based on Actual Fund Return | | $ | 1,000.00 | | | $ | 999.10 | | | 0.60% | | $ | 2.97 | |
Based on Hypothetical 5% Return (before expenses) | | $ | 1,000.00 | | | $ | 1,021.82 | | | 0.60% | | $ | 3.01 | |
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Oakhurst Short Duration High Yield Credit Fund | | | | | | | | | | | | | | |
Based on Actual Fund Return | | $ | 1,000.00 | | | $ | 1,004.10 | | | 0.95% | | $ | 4.72 | |
Based on Hypothetical 5% Return (before expenses) | | $ | 1,000.00 | | | $ | 1,020.08 | | | 0.95% | | $ | 4.76 | |
| (a) | Annualized, based on each Fund’s most recent one-half year expenses. |
| (b) | Expenses are equal to each Fund’s annualized net expense ratio multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). |
F/m FUNDS TRUST |
Other Information (Unaudited) |
A description of the policies and procedures that the Funds use to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-800-292-6775, or on the SEC’s website at www.sec.gov. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is also available without charge upon request by calling toll-free 1-800-292-6775, or on the SEC’s website at www.sec.gov.
The Trust files a complete listing of portfolio holdings for the Funds with the SEC as of the end of the first and third quarters of each fiscal year as an exhibit on Form N-PORT. These filings are available upon request by calling 1-800-292-6775. Furthermore, you may obtain a copy of the filings on the SEC’s website at www.sec.gov and the Funds’ website www.fm-funds.com.
F/m FUNDS TRUST |
Approval of Interim and New Investment |
Advisory Agreements and Interim and |
New Sub-Advisory Agreements |
On January 31, 2023, Diffractive Managers Group (“Diffractive”), a multi-boutique asset management company, acquired the assets of F/m Acceleration, LLC (“F/m Acceleration”), the parent company of F/m Investments, LLC, d/b/a Oakhurst Capital Advisors (“F/m” or the “Sub-Adviser”), the Funds’ sub-adviser (the “F/m Transaction”). Also on January 31, 2023, Rowhouse Capital Partners, LLC acquired F/m Acceleration’s interest in Oakhurst Capital Management, LLC (the “Adviser” or “Oakhurst”), the Funds’ investment adviser (the “Oakhurst Transaction” and with the F/m Transaction, the “Transactions”). In conjunction with the Transactions, Oakhurst was renamed Oakhurst Capital Advisors, LLC and F/m d/b/a Oakhurst Capital Advisors was renamed F/m d/b/a Oakhurst Capital Management. The Transactions resulted in changes in “control” of each of Oakhurst and F/m (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), and the automatic termination of (i) the current investment advisory agreements between Oakhurst and F/m Funds Trust (the “Trust”), on behalf of the Funds (the “Current Advisory Agreements”) and (ii) the current sub-advisory agreements among Oakhurst, F/m and the Trust, on behalf of the Funds (the “Current Sub-Advisory Agreements” and, together with the Current Advisory Agreements, the “Current Agreements”). In anticipation of the closing of the Transactions, at a meeting held by video conference on January 23, 2023 (the “Meeting”), the Board of Trustees (the “Board”) of the Trust, including the Trustees who are not “interested persons” of the Trust, as defined by the 1940 Act (the “Independent Trustees”) voting separately, approved interim investment advisory agreements between Oakhurst and the Trust, on behalf of each Fund (the “Interim Advisory Agreements” and, together with the Interim Advisory Agreements, the “Interim Agreements”), and interim sub-advisory agreements among Oakhurst, F/m and the Trust, on behalf of each Fund (the “Interim Sub-Advisory Agreements”). The Interim Advisory Agreements and the Interim Sub-Advisory Agreements, having the same material terms and fee arrangements as the Funds’ Current Advisory Agreements and Current Sub-Advisory Agreements, respectively, became effective upon the closing of the Transactions on January 31, 2023.
Also at the Meeting, the Board, including the Independent Trustees voting separately, approved new investment advisory agreements between Oakhurst and the Trust, on behalf of the Funds (the “New Advisory Agreements”), subject to shareholder approval, and new sub-advisory agreements among Oakhurst, F/m and the Trust, on behalf of each Fund (the “New Sub-Advisory Agreements and, together with the New Advisory Agreements, the “New Agreements”), subject to shareholder approval.
F/m FUNDS TRUST |
Approval of Interim and New Investment |
Advisory Agreements and Interim and |
New Sub-Advisory Agreements (Continued) |
In the course of their consideration of the Interim Advisory Agreements, the Interim Sub-Advisory Agreements, the New Advisory Agreements and the New Sub-Advisory Agreements (collectively, the “Agreements”), the Independent Trustees were advised by independent legal counsel and received materials from such counsel discussing the legal standards for their consideration of the proposed approval of the Agreements on behalf of the Funds. The Independent Trustees received and reviewed a variety of information related to the Funds and the Adviser and Sub-Adviser that had been provided by the Adviser and Sub-Adviser in response to requests of independent legal counsel on behalf of the Independent Trustees.
In considering the Agreements and reaching their conclusions with respect to the approval of the Agreements, the Trustees reviewed and analyzed various factors that they determined were relevant, including the factors described below.
| (i) | The nature, extent, and quality of the services to be provided by F/m and Oakhurst. The Board considered the responsibilities that F/m and Oakhurst would have under the applicable Agreements, and the proposed services that F/m and Oakhurst would provide to the applicable Funds, including, without limitation, its procedures for formulating investment recommendations and assuring compliance with each Fund’s investment objective and limitations, its marketing and distribution efforts, and its adherence to compliance procedures and practices. The Trustees considered the scope and quality of the in-house capabilities of F/m and Oakhurst and other resources that F/m and Oakhurst would continue to dedicate to performing services for the Funds. The quality of administrative and other services, including Oakhurst’s role in coordinating the activities of the Funds’ other service providers, including F/m, was considered in light of each of the Fund’s continued need to adhere to its investment policies as well as applicable laws and regulations and to maintain a robust compliance program. The Trustees also considered the business reputation of F/m and Oakhurst and their affiliates, the qualifications of their key investment and compliance personnel and the financial resources of F/m, Rowhouse Capital Partners, LLC and their affiliates. After reviewing the foregoing and additional information provided in the Meeting Materials, the Board concluded that the nature, extent, and quality of the services to be provided by F/m and Oakhurst to the Funds, whether as interim adviser, new adviser, interim sub-adviser or sub-adviser, as applicable, will be substantially identical to the nature, extent and quality of the services provided under each of the Current Agreements, and were satisfactory and adequate. |
F/m FUNDS TRUST |
Approval of Interim and New Investment |
Advisory Agreements and Interim and |
New Sub-Advisory Agreements (Continued) |
| (ii) | The investment management capabilities and experience of F/m and Oakhurst. The Board considered the investment management experience of F/m and Oakhurst and reviewed its discussions with F/m, Oakhurst and Diffractive executives earlier in the Meeting regarding the investment objective and strategies for each of the Funds as well as each of F/m’s and Oakhurst’s experience and plans for implementing such strategies. In particular, the Trustees noted that the Funds’ current investment management team was expected to continue management of the Funds. The Board also reviewed information from each of F/m and Oakhurst, regarding prior experience in the financial industry as well as business reputation, the qualifications of key investment and compliance personnel, and financial resources. Given that the portfolio management team would remain the same under the Interim Agreements and New Agreements as was currently in place, the Trustees considered both short-term and long-term investment performance of the Funds. Each Fund’s performance was compared to its performance benchmark and to that of its Morningstar category. After consideration of these and other factors, the Board determined that F/m had the requisite knowledge and experience to serve as the Interim Sub-Adviser and New Sub-Adviser for each of the Funds, and that Oakhurst had the requisite knowledge and experience to serve as the Interim Adviser and New Adviser for each of the Funds. |
| (iii) | The costs of the services to be provided and profits to be realized by F/m and Oakhurst and its affiliates from the relationship with the Funds. In reviewing the fees payable under the Interim Advisory Agreements and the New Advisory Agreements, the Trustees noted that such fees would be identical to those payable under the Funds’ Current Advisory Agreements. The Trustees considered certain information comparing the advisory fee and overall expense level of each Fund to those of its Morningstar category. In reviewing the fees under the Interim Sub-Advisory Agreements and New Sub-Advisory Agreements, the Trustees also noted that such fees would continue to be paid out of the advisory fees to be paid by the Funds to Oakhurst. The Board considered each of F/m’s and Oakhurst’s financial condition and its expected level of commitment to the Funds as well as the overall expenses and fees of the Funds, including the advisory fee. The Board noted the Expense Limitation Agreements currently in effect, that Oakhurst was currently waiving a portion of its advisory fees and the Interim Adviser’s and the New Adviser’s intent to enter into expense limitation agreements on the same terms as the current ones. The Trustees also considered information provided to them concerning each of F/m’s and Oakhurst’s estimated profitability with |
F/m FUNDS TRUST |
Approval of Interim and New Investment |
Advisory Agreements and Interim and |
New Sub-Advisory Agreements (Continued) |
respect to each Fund, including the assumptions and methodology used in preparing the profitability information, in light of applicable case law relating to advisory and sub-advisory fees. For these purposes, the Trustees took into account not only the fees to be paid by the Funds, but also so-called “fallout” benefits to Oakhurst as well as F/m and its affiliates. In evaluating the fees, the Trustees took into account the complexity and quality of the investment management of the Funds. The Board concluded that the fees payable under the Agreements were fair and reasonable given the scope and quality of services to be provided by F/m and Oakhurst. The Board also concluded that Oakhurst’s and F/m’s estimated profitability and “fall out” benefits with respect to their management of the Funds were reasonable.
| (iv) | The extent to which the Funds and its investors would benefit from economies of scale. In this regard, the Independent Trustees considered the current size of the Funds and their anticipated growth trajectory, noting that the Funds would need to realize considerable growth in assets before F/m and Oakhurst would start to receive full advisory fees from the Funds. In view of the foregoing, the extent to which economies of scale would be realized as the Funds grow, and whether fee levels reflect these economies of scale were not material factors in the Independent Trustees’ decision to approve the Agreements. |
No single factor was considered in isolation or to be determinative to the decision of the Trustees to approve the Agreements and each Trustee weighed the various factors as he or she deemed appropriate. Rather the Trustees concluded, in view of a weighing and balancing of all factors considered, that approval of the Agreements was in the best interests of each Fund and its shareholders. The Board noted that the scope, quality, and nature of services to be provided by Oakhurst, and the fees to be paid to Oakhurst under each of the Interim Advisory Agreements and New Advisory Agreements would be substantially identical to the scope, quality and nature of services provided, and fees paid, under the Current Advisory Agreements. The Board further noted that the scope, quality, and nature of services to be provided by F/m, and the fees to be paid by Oakhurst to F/m from the advisory fees to be paid by the Funds to Oakhurst under each of the Interim Sub-Advisory Agreements and New Sub-Advisory Agreements would be substantially identical to the scope, quality and nature of services provided, and fees paid, under the Current Sub-Advisory Agreements. After full consideration of the above factors as well as other factors, the Board, with the Independent Trustees voting separately, unanimously concluded that approval of each of the Agreements was in the best interest of each Fund and its shareholders.
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| | | F/m FUNDS TRUST | | | |
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| | | Investment Adviser Oakhurst Capital Advisors, LLC 1875 Century Park E, Suite 950, Los Angeles, CA 90067 Sub-Adviser F/m Investments, LLC d/b/a Oakhurst Capital Management 3050 K Street, NW, Suite 201 Washington, D.C. 20007 Administrator Ultimus Fund Solutions, LLC P.O. Box 46707 Cincinnati, Ohio 45246-0707 1-800-292-6775 Legal Counsel Sullivan & Worcester LLP 1666 K Street, NW Washington, D.C. 20006 | Custodian U.S. Bank, N.A. 425 Walnut Street Cincinnati, OH 45202 Board of Trustees Alexander Morris Debra L. McGinty-Poteet E. Keith Wirtz John R. Hildebrand Executive Officers Matthew Swendiman, President Angela A. Simmons, Treasurer Bernard Brick, Secretary Dennis Mason, Chief Compliance Officer Distributor Ultimus Fund Distributors, LLC 225 Pictoria Drive, Suite 450 Cincinnati, OH 45246 | | | |
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| | | | Oakhurst-SAR-23 | | | |
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Not required
| Item 3. | Audit Committee Financial Expert. |
Not required
| Item 4. | Principal Accountant Fees and Services. |
Not required
| Item 5. | Audit Committee of Listed Registrants. |
Not applicable
| Item 6. | Schedule of Investments. |
| (a) | Not applicable [schedule filed with Item 1] |
| Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable
| Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable
| Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable
| Item 10. | Submission of Matters to a Vote of Security Holders. |
Not applicable
| Item 11. | Controls and Procedures. |
(a) Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this report, the registrant’s principal executive officer and principal financial officer have concluded that such disclosure controls and procedures are reasonably designed and are operating effectively to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this report is being prepared, and that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported on a timely basis.
(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable
File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.
(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not required
(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto
| (2) | Change in the registrant’s independent public accountants: Not applicable |
(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto
Exhibit 99.CERT Certifications required by Rule 30a-2(a) under the Act
Exhibit 99.906CERT Certifications required by Rule 30a-2(b) under the Act
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.
(Registrant) | F/m Funds Trust | | |
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By (Signature and Title)* | /s/ Matthew Swendiman | |
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| | Matthew Swendiman, President and Principal Executive Officer | |
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Date | April 28, 2023 | | |
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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. |
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By (Signature and Title)* | /s/ Matthew Swendiman | |
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| | Matthew Swendiman, President and Principal Executive Officer | |
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Date | April 28, 2023 | | |
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By (Signature and Title)* | | /s/ Angela A. Simmons | |
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| | Angela A. Simmons, Treasurer and Principal Accounting Officer | |
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Date | April 28, 2023 | | |
* Print the name and title of each signing officer under his or her signature.