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Form N-CSRS Pinnacle Capital Managem For: Apr 30

June 29, 2022 12:10 PM EDT
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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 811-22445  

 

Pinnacle Capital Management Funds Trust
(Exact name of registrant as specified in charter)

 

507 Plum Street, Suite 120, Syracuse, NY 13204
(Address of principal executive offices) (Zip code)

 

Capital Services, Inc. 615 S. Dupont Hwy. Dover, DE 19901
(Name and address of agent for service)

 

With a copy to:

 

Jesse D. Hallee, Esq.

Ultimus Fund Solutions, LLC

225 Pictoria Drive, Suite 450

Cincinnati, Ohio 45246

 

Registrant's telephone number, including area code: (315) 234-9716  

 

Date of fiscal year end: October 31  
     
Date of reporting period: April 30, 2022  

 

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 

 

 

Item 1.Reports to Stockholders.

 

(a)

 

 

 

1789 Growth and Income Fund

 

Class P Shares

 

(PSEPX)

Class C Shares

 

(PSECX)

 

 

 

SEMI-ANNUAL REPORT

 

April 30, 2022
(Unaudited)

 

 

1789 GROWTH AND INCOME FUND
PORTFOLIO INFORMATION
April 30, 2022 (Unaudited)

 

 

Sector Diversification vs. S&P 500 Index (% of Common Stocks)

 

 

Top 10 Equity Holdings

 

 

Security Description

% of Net Assets

Kroger Company (The)

6.6%

Republic Services, Inc.

6.0%

CME Group, Inc.

5.8%

Celanese Corporation

5.2%

Lockheed Martin Corporation

5.0%

Packaging Corporation of America

5.0%

Crown Castle International Corporation

5.0%

UnitedHealth Group, Inc.

5.0%

Fidelity National Financial, Inc.

5.0%

Interpublic Group of Companies, Inc. (The)

4.9%

 

1

 

 

1789 GROWTH AND INCOME FUND
SCHEDULE OF INVESTMENTS
April 30, 2022 (Unaudited)

COMMON STOCKS — 76.9%

 

Shares

   

Value

 

Communications — 4.9%

               

Advertising & Marketing — 4.9%

               

Interpublic Group of Companies, Inc. (The)

    50,700     $ 1,653,834  
                 

Consumer Discretionary — 4.8%

               

Retail - Discretionary — 4.8%

               

Home Depot, Inc. (The)

    5,400       1,622,160  
                 

Consumer Staples — 6.6%

               

Retail - Consumer Staples — 6.6%

               

Kroger Company (The)

    41,250       2,225,850  
                 

Financials — 19.8%

               

Banking — 4.3%

               

JPMorgan Chase & Company

    12,000       1,432,320  
                 

Institutional Financial Services — 5.8%

               

CME Group, Inc.

    8,850       1,941,159  
                 

Specialty Finance — 9.7%

               

Fidelity National Financial, Inc.

    41,700       1,660,494  

First American Financial Corporation

    27,200       1,586,032  
              3,246,526  

Health Care — 5.0%

               

Health Care Facilities & Services — 5.0%

               

UnitedHealth Group, Inc.

    3,275       1,665,501  
                 

Industrials — 11.0%

               

Aerospace & Defense — 5.0%

               

Lockheed Martin Corporation

    3,875       1,674,465  
                 

Commercial Support Services — 6.0%

               

Republic Services, Inc.

    14,850       1,993,910  

 

See accompanying notes to financial statements.

 

2

 

 

1789 GROWTH AND INCOME FUND
SCHEDULE OF INVESTMENTS

COMMON STOCKS — 76.9% (Continued)

 

Shares

   

Value

 

Materials — 10.2%

               

Chemicals — 5.2%

               

Celanese Corporation

    11,950     $ 1,755,933  
                 

Containers & Packaging — 5.0%

               

Packaging Corporation of America

    10,350       1,668,109  
                 

Real Estate — 5.0%

               

REITs — 5.0%

               

Crown Castle International Corporation

    9,000       1,666,890  
                 

Technology — 4.8%

               

Technology Services — 4.8%

               

Mastercard, Inc. - Class A

    4,390       1,595,238  
                 

Utilities — 4.8%

               

Electric Utilities — 4.8%

               

NextEra Energy, Inc.

    22,800       1,619,256  
                 

Total Common Stocks (Cost $18,060,100)

          $ 25,761,151  

 

 

MONEY MARKET FUNDS — 27.6%

 

Shares

   

Value

 

Fidelity Institutional Money Market Government Portfolio - Class I, 0.15% (a) (Cost $9,247,523)

    9,247,523     $ 9,247,523  
                 

Total Investments at Value — 104.5% (Cost $27,307,623)

          $ 35,008,674  
                 

Liabilities in Excess of Other Assets — (4.5%)

            (1,516,814 )
                 

Net Assets — 100.0%

          $ 33,491,860  

 

(a)

The rate shown is the 7-day effective yield as of April 30, 2022.

See accompanying notes to financial statements.

 

3

 

 

1789 GROWTH AND INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES
April 30, 2022 (Unaudited)

ASSETS

       

Investments in securities:

       

At cost

  $ 27,307,623  

At value (Note 2)

  $ 35,008,674  

Receivable for capital shares sold

    82,763  

Receivable for investment securities sold

    495,425  

Dividends receivable

    19,220  

Other assets

    1,525  

TOTAL ASSETS

    35,607,607  
         

LIABILITIES

       

Payable for investment securities purchased

    1,959,493  

Accrued investment advisory fees (Note 4)

    32,841  

Accrued service fees (Note 4)

    6,345  

Accrued distribution plan fees (Note 4)

    117,068  

TOTAL LIABILITIES

    2,115,747  
         

NET ASSETS

  $ 33,491,860  
         

Net assets consist of:

       

Paid-in capital

  $ 25,035,275  

Accumulated earnings

    8,456,585  

NET ASSETS

  $ 33,491,860  
         

PRICING OF CLASS P SHARES

       

Net assets applicable to Class P Shares

  $ 13,691,641  

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

    829,308  

Net asset value, offering price and redemption price per share (Note 2)

  $ 16.51  

Short-term redemption price per share (Note 2) (a)

  $ 16.34  
         

PRICING OF CLASS C SHARES

       

Net assets applicable to Class C Shares

  $ 19,800,219  

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

    1,223,371  

Net asset value, offering price and redemption price per share (Note 2)

  $ 16.18  

Redemption price per share with CDSC fee (Note 2) (b)

  $ 16.02  

 

(a)

Class P shares of the Fund impose a 1.00% redemption fee on shares redeemed within 60 days of purchase.

(b)

A contingent deferred sales charge (“CDSC”) of 1.00% is charged on Class C shares redeemed within one year of purchase. Redemption price per share is equal to net asset value less any redemption fee or CDSC.

See accompanying notes to financial statements.

 

4

 

 

1789 GROWTH AND INCOME FUND
STATEMENT OF OPERATIONS
For the Six Months Ended April 30, 2022 (Unaudited)

INVESTMENT INCOME

       

Dividends

  $ 221,001  
         

EXPENSES

       

Investment advisory fees (Note 4)

    126,961  

Distribution fees, Class C (Note 4)

    98,759  

Service fees (Note 4)

    40,995  

Trustees’ fees (Note 4)

    2,975  

TOTAL EXPENSES

    269,690  
         

NET INVESTMENT LOSS

    (48,689 )
         

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS

       

Net realized gains from investment transactions

    895,964  

Net change in unrealized appreciation (depreciation) on investments

    (976,667 )

NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS

    (80,703 )
         

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS

  $ (129,392 )

 

See accompanying notes to financial statements.

 

5

 

 

1789 GROWTH AND INCOME FUND
STATEMENTS OF CHANGES IN NET ASSETS

 

 

Six Months
Ended
April 30,
2022
(Unaudited)

   

Year
Ended
October 31,
2021

 

FROM OPERATIONS

               

Net investment income (loss)

  $ (48,689 )   $ 105,805  

Net realized gains from investment transactions

    895,964       2,049,359  

Net change in unrealized appreciation (depreciation) on investments

    (976,667 )     5,910,163  

Net increase (decrease) in net assets resulting from operations

    (129,392 )     8,065,327  
                 

FROM DISTRIBUTIONS TO SHAREHOLDERS (Note 2)

               

From distributable earnings

               

Class P

    (238,541 )     (85,307 )

Class C

    (314,791 )     (37,202 )

Decrease in net assets from distributions to shareholders

    (553,332 )     (122,509 )
                 

FROM CAPITAL SHARE TRANSACTIONS (Notes 1 and 5)

               

Class P

               

Proceeds from shares sold

    1,363,813       1,482,952  

Net asset value of shares issued in reinvestment of distributions

    200,484       75,001  

Proceeds from redemption fees collected (Note 2)

    3,883        

Payments for shares redeemed

    (1,418,572 )     (4,280,494 )

Net increase (decrease) in Class P shares capital share transactions

    149,608       (2,722,541 )
                 

Class C

               

Proceeds from shares sold

    2,158,459       1,052,919  

Net asset value of shares issued in reinvestment of distributions

    298,123       34,373  

Payments for shares redeemed

    (1,412,403 )     (2,306,310 )

Net increase (decrease) in Class C shares capital share transactions

    1,044,179       (1,219,018 )
                 

TOTAL INCREASE IN NET ASSETS

    511,063       4,001,259  
                 

NET ASSETS

               

Beginning of period

    32,980,797       28,979,538  

End of period

  $ 33,491,860     $ 32,980,797  

 

See accompanying notes to financial statements.

 

6

 

 

1789 GROWTH AND INCOME FUND - CLASS P
FINANCIAL HIGHLIGHTS

Per share data for a share outstanding throughout each period:

 

 

Six Months
Ended
April 30,
2022
(Unaudited)

   

Year
Ended
October 31,
2021

   

Year
Ended
October 31,
2020

   

Year
Ended
October 31,
2019

   

Year
Ended
October 31,
2018

   

Year
Ended
October 31,
2017

 

Net asset value at beginning of period

  $ 16.79     $ 12.97     $ 13.95     $ 12.81     $ 12.60     $ 11.99  
                                                 

Income (loss) from investment operations:

                                               

Net investment income (a)

    0.02       0.14       0.15       0.24       0.17       0.20  

Net realized and unrealized gains (losses) on investments

    (0.01 )     3.77       (0.96 )     1.87       0.20       0.60  

Total from investment operations

    0.01       3.91       (0.81 )     2.11       0.37       0.80  
                                                 

Less distributions from:

                                               

Net investment income

    (0.05 )     (0.09 )     (0.13 )     (0.25 )     (0.16 )     (0.19 )

Net realized gains on investments

    (0.24 )           (0.03 )     (0.72 )            

Return of capital

                (0.01 )                  

Total distributions

    (0.29 )     (0.09 )     (0.17 )     (0.97 )     (0.16 )     (0.19 )
                                                 

Proceeds from redemption fees collected (Note 2)

    0.00 (b)            0.00 (b)      0.00 (b)      0.00 (b)       
                                                 

Net asset value at end of period

  $ 16.51     $ 16.79     $ 12.97     $ 13.95     $ 12.81     $ 12.60  
                                                 

Total return (c)

    (0.01 %)(d)     30.26 %     (5.84 %)     17.98 %     2.88 %     6.73 %
                                                 

Net assets at end of period (000’s)

  $ 13,692     $ 13,779     $ 13,047     $ 14,030     $ 17,886     $ 3,753  
                                                 

Ratio of total expenses to average net assets

    1.01 %(e)     1.00 %     1.00 %     1.01 %     1.00 %     1.01 %
                                                 

Ratio of net investment income to average net assets

    0.29 %(e)     0.91 %     1.13 %     1.84 %     1.29 %     1.58 %
                                                 

Portfolio turnover rate

    8 %(d)     10 %     5 %     18 %     120 %     7 %

 

(a)

Net investment income per share is based on average shares outstanding during the period.

(b)

Amount rounds to less than $0.01 per share.

(c)

Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares.

(d)

Not annualized.

(e)

Annualized.

See accompanying notes to financial statements.

 

7

 

 

1789 GROWTH AND INCOME FUND - CLASS C
FINANCIAL HIGHLIGHTS

Per share data for a share outstanding throughout each period:

 

 

Six Months
Ended
April 30,
2022
(Unaudited)

   

Year
Ended
October 31,
2021

   

Year
Ended
October 31,
2020

   

Year
Ended
October 31,
2019

   

Year
Ended
October 31,
2018

   

Year
Ended
October 31,
2017

 

Net asset value at beginning of period

  $ 16.53     $ 12.84     $ 13.85     $ 12.73     $ 12.54     $ 11.94  
                                                 

Income (loss) from investment operations:

                                               

Net investment income (loss) (a)

    (0.06 )     (0.02 )     0.02       0.10       0.04       0.07  

Net realized and unrealized gains (losses) on investments

    (0.02 )     3.74       (0.96 )     1.87       0.19       0.60  

Total from investment operations

    (0.08 )     3.72       (0.94 )     1.97       0.23       0.67  
                                                 

Less distributions from:

                                               

Net investment income

    (0.03 )     (0.03 )     (0.04 )     (0.13 )     (0.04 )     (0.07 )

Net realized gains on investments

    (0.24 )           (0.03 )     (0.72 )            

Return of capital

                (0.00 )(b)                  

Total distributions

    (0.27 )     (0.03 )     (0.07 )     (0.85 )     (0.04 )     (0.07 )
                                                 

Proceeds from redemption fees collected (Note 2)

                                   
                                                 

Net asset value at end of period

  $ 16.18     $ 16.53     $ 12.84     $ 13.85     $ 12.73     $ 12.54  
                                                 

Total return (c)

    (0.60 %)(d)     29.02 %     (6.79 %)     16.80 %     1.84 %     5.62 %
                                                 

Net assets at end of period (000’s)

  $ 19,800     $ 19,202     $ 15,932     $ 15,679     $ 9,981     $ 8,323  
                                                 

Ratio of total expenses to average net assets

    2.01 %(e)     2.00 %     2.00 %     2.01 %     2.00 %     2.01 %
                                                 

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

    (0.70 %)(e)     (0.10 %)     0.15 %     0.77 %     0.32 %     0.58 %
                                                 

Portfolio turnover rate

    8 %(d)     10 %     5 %     18 %     120 %     7 %

 

(a)

Net investment income (loss) per share is based on average shares outstanding during the period.

(b)

Amount rounds to less than $0.01 per share.

(c)

Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares.

(d)

Not annualized.

(e)

Annualized.

See accompanying notes to financial statements.

 

8

 

 

1789 GROWTH AND INCOME FUND
NOTES TO FINANCIAL STATEMENTS
April 30, 2022 (Unaudited)

 

 

1. ORGANIZATION

 

1789 Growth and Income Fund (the “Fund”) is a diversified series of Pinnacle Capital Management Funds Trust (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and organized as a statutory trust under the laws of Delaware by the filing of a Certificate of Trust on July 6, 2010.

 

The Fund seeks total return comprised of current income, growth of income, and capital appreciation.

 

The Fund currently offers two classes of shares: Class P shares (sold without any sales loads or distribution fees); and Class C shares (sold subject to a contingent deferred sales charge (“CDSC”) of 1.00% if the shares are redeemed within one year after the original purchase of the shares and a distribution fee of up to 1.00% per annum of the Fund’s average daily net assets attributable to Class C shares).

 

Each class of shares represents an interest in the same assets of the Fund, has the same rights and is identical in all material respects except that (1) the classes bear differing levels of sales loads and distribution fees and (2) each class has exclusive voting rights with respect to matters relating to its own distribution arrangements.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of the Fund’s significant accounting policies used in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Fund follows accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”

 

SECURITIES VALUATION: The Fund’s portfolio securities are valued as of the close of business of the regular session of the New York Stock Exchange (normally 4:00 p.m., Eastern time). Common stocks generally are valued using market quotations but may be valued on the basis of prices furnished by a pricing service when Pinnacle Capital Management, LLC (the “Adviser”), the investment adviser to the Fund, believes such prices more accurately reflect the fair value of such securities. Securities that are traded on any stock exchange or on the NASDAQ over-the-counter market are generally valued at the last quoted sale price. Lacking a last sale price, an equity security is generally valued at its last bid price. Investments representing shares of other open-end investment companies, including money market funds, are valued at their net asset value (“NAV”) as reported by such companies. When using a quoted price and when the market for the security is considered active, the security will be classified as Level 1 within the fair value hierarchy (see below). When quotations are not readily available, when the Adviser determines that the market quotation

 

9

 

 

1789 GROWTH AND INCOME FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

or the price provided by the pricing service does not accurately reflect the current market value, or when restricted or illiquid securities are being valued, such securities are valued at fair value as determined in good faith by the Adviser, in conformity with guidelines adopted by and subject to review of the Board of Trustees of the Trust.

 

Fixed income securities, if any, typically are valued on the basis of prices furnished by a pricing service when the Adviser believes such prices accurately reflect the market value of such securities. A pricing service utilizes electronic data processing techniques based on yield spreads relating to securities with similar characteristics to determine prices for normal institutional-size trading units of debt securities without regard to sale or bid prices. When the Adviser decides that a price provided by the pricing service does not accurately reflect the market value of the securities, when prices are not readily available from the pricing service, or when restricted or illiquid securities are being valued, securities are valued at fair value as determined in good faith by the Adviser, in conformity with guidelines adopted by and subject to review of the Board of Trustees.

 

The Fund utilizes various methods to measure the fair value of its investments on a recurring basis. 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 the Fund’s investments. These inputs are summarized in the three broad levels listed below:

 

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities

 

 

Level 2 - Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; these inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data

 

 

Level 3 - Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and based on the best information available

 

The inputs or methodology used for valuing securities 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 hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.

 

10

 

 

1789 GROWTH AND INCOME FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

The following is a summary of the Fund’s investments based on the inputs used to value the investments as of April 30, 2022 by security type:

 

 

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 25,761,151     $     $     $ 25,761,151  

Money Market Funds

    9,247,523                   9,247,523  

Total

  $ 35,008,674     $     $     $ 35,008,674  
 

 

Refer to the Fund’s Schedule of Investments for a listing of the common stocks by sector and industry type. The Fund did not hold derivative instruments or any 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 April 30, 2022.

 

SHARE VALUATION: The NAV per share of each class of shares of the 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 of that class outstanding, rounded to the nearest cent. The offering price of Class C shares and Class P shares is equal to the NAV per share. The redemption price per share of each class of shares of the Fund is equal to the NAV per share, except that (i) Class C shares are subject to a CDSC of 1.00% on shares redeemed within one year of purchase and (ii) Class P shares are generally subject to a redemption fee of 1.00%, payable to the class, if redeemed within 60 days or less from the date of purchase. During the periods ended April 30, 2022 and October 31, 2021, proceeds from redemption fees, recorded in capital, totaled $3,883 and $0, respectively, for Class P Shares.

 

INVESTMENT INCOME: Interest income is accrued as earned. 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. The Fund may invest in real estate investment trusts (“REITs”) that pay distributions to their shareholders based on available funds from operations. It is common for these distributions to exceed the REIT’s taxable earnings and profits resulting in the excess portion of such distribution to be designated as return of capital. Distributions received from REITs are generally recorded as dividend income and, if necessary, are reclassified annually in accordance with tax information provided by the underlying REITs. Discounts and premiums on fixed income securities, if any, are amortized using the interest method. Withholding taxes on foreign dividends, if any, have been recorded in accordance with the Fund’s understanding of the applicable country’s rules and tax rates.

 

INVESTMENT TRANSACTIONS: Investment transactions are accounted for on trade date for financial reporting purposes. Realized gains and losses on investments sold are determined on a specific identification basis.

 

11

 

 

1789 GROWTH AND INCOME FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

ALLOCATIONS BETWEEN CLASSES: Investment income earned, realized capital gains and losses, and unrealized appreciation and depreciation are allocated daily to each class of shares based upon its proportionate share of total net assets of the Fund. Class specific expenses are charged directly to the class incurring the expense. Common expenses which are not attributable to a specific class are allocated daily to each class of shares based upon its proportionate share of total net assets of the Fund.

 

DISTRIBUTIONS TO SHAREHOLDERS: Dividends arising from net investment income, if any, are declared and paid quarterly to shareholders. Net realized short-term capital gains, if any, may be distributed throughout the year and net realized long-term 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 are recorded on the ex-dividend date. The tax character of distributions paid during the periods ended April 30, 2022 and October 31, 2021 was as follows:

 

Period Ended

 

Ordinary
Income

   

Long-Term
Capital Gains

   

Total
Distributions

 

April 30, 2022

  $ 101,096     $ 452,236     $ 553,332  

October 31, 2021

  $ 122,509     $     $ 122,509  

 

USE OF ESTIMATES: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities 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: The 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”). Qualification generally will relieve the Fund of liability for federal income taxes to the extent 100% of its net investment income and net realized capital gains are distributed in accordance with the Code.

 

In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the 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 the prior year.

 

12

 

 

1789 GROWTH AND INCOME FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

The following information is computed on a tax basis for each item as of October 31, 2021:

 

Cost of portfolio investments

  $ 24,213,487  

Gross unrealized appreciation

  $ 8,719,427  

Gross unrealized depreciation

    (60,127 )

Net unrealized appreciation

    8,659,300  

Undistributed ordinary income

    27,790  

Undistributed long-term capital gains

    452,219  

Distributable earnings

  $ 9,139,309  
 

 

The federal tax cost, unrealized appreciation (depreciation) as of April 30, 2022 is as follows:

 

Cost of portfolio investments

  $ 27,326,041  

Gross unrealized appreciation

  $ 8,062,356  

Gross unrealized depreciation

    (379,723 )

Net unrealized appreciation

  $ 7,682,633  
 

 

The difference between the federal income tax cost and the financial statement cost of the Fund’s portfolio investments 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.

 

The Fund recognizes the tax benefits or expenses of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has reviewed the 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. The Fund identifies its major tax jurisdictions as U.S. Federal and certain State tax authorities. The Fund is not aware of any tax positions for which it is reasonably likely that the total amounts of unrecognized tax benefits or expenses will change materially in the next twelve months.

 

The Fund recognizes interest and penalties, if any, related to unrecognized tax expenses as income tax expense on the Statement of Operations. During the six months ended April 30, 2022, the Fund did not incur any interest or penalties.

 

3. INVESTMENT TRANSACTIONS

 

During the six months ended April 30, 2022, the cost of purchases and the proceeds from sales and maturities of investment securities, other than U.S. Government securities and short-term securities, totaled $1,959,493 and $2,433,425, respectively.

 

13

 

 

1789 GROWTH AND INCOME FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

4. TRANSACTIONS WITH RELATED PARTIES

 

A Trustee and certain officers of the Trust are affiliated with the Adviser, Ultimus Fund Solutions, LLC (“Ultimus”), the Fund’s administrator, transfer agent and fund accounting agent, or Pinnacle Investments, LLC (the “Distributor”), the principal underwriter of the Fund’s shares.

 

INVESTMENT MANAGER: Under the terms of an Investment Management Agreement, the Adviser manages the investment portfolio of the Fund, subject to policies adopted by the Board of Trustees. Under the Investment Management Agreement, the Adviser furnishes office space and all necessary office facilities, equipment and executive personnel necessary for managing the assets of the Fund. For its services, the Adviser receives an investment advisory fee at the rate of 0.75% per annum, accrued daily and paid monthly, of the Fund’s average daily net assets. For the six months ended April 30, 2022, the Adviser earned $126,961 in investment advisory fees.

 

Under a Services Agreement, the Adviser is obligated to pay all of the operating expenses of the Fund, excluding advisory fees, brokerage fees and commissions, distribution fees, taxes, borrowing costs, fees and expenses of non-interested Trustees of the Trust, dividend expense on securities sold short, the fees and expenses of acquired funds and extraordinary expenses. Under the Services Agreement, the Adviser receives a service fee at the rate of 0.24% per annum of the Fund’s average daily net assets.

 

DISTRIBUTOR: The Distributor is an affiliate of the Adviser and serves as the principal underwriter of the Fund’s shares pursuant to an agreement with the Trust. The Distributor promotes and sells shares of the Fund on a continuous basis. During the six months ended April 30, 2022, the Distributor collected $67 in CDSCs on redemptions of Class C shares of the Fund.

 

DISTRIBUTION PLAN: The Fund has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act (the “Plan”). Pursuant to the Plan, Class C shares may pay brokers for activities primarily intended to result in the sale of shares. The annual limitation for payment of expenses pursuant to the Plan is 1.00% of average daily net assets attributable to Class C shares. During the six months ended April 30, 2022, Class C shares incurred distribution fees of $98,759.

 

TRUSTEE COMPENSATION: Each Trustee who is not an interested person of the Trust (“Independent Trustee”) receives from the Fund a fee of $500 for each Board meeting attended, either in person or by telephone.

 

OTHER SERVICE PROVIDER: The Trust has entered into mutual fund services agreements with Ultimus, pursuant to which Ultimus provides day-to-day operational services to the Fund including, but not limited to, accounting, administrative, transfer agent, dividend disbursing, and recordkeeping services. The fees payable to Ultimus are paid by the Adviser (not the Fund).

 

14

 

 

1789 GROWTH AND INCOME FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

PRINCIPAL HOLDER OF FUND SHARES: As of April 30, 2022, the following shareholder owned of record 25% or more of the outstanding shares of each class of the Fund:

 

NAME OF RECORD OWNER

% Ownership

Class P Shares

 

Wells Fargo Clearing Services (for the benefit of its customers)

76%

Class C Shares

 

Wells Fargo Clearing Services (for the benefit of its customers)

72%

 

A beneficial owner of 25% or more of the 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. CAPITAL SHARE TRANSACTIONS

 

Transactions in capital shares were as follows:

 

   

Six Months Ended
April 30, 2022

   

Year Ended
October 31, 2021

 

CLASS P SHARES

 

Shares

   

Shares

 

Shares sold

    80,454       95,310  

Shares issued in reinvestment of dividends

    11,482       5,213  

Shares redeemed

    (83,127 )     (286,114 )

Net increase (decrease) in shares outstanding

    8,809       (185,591 )

Shares outstanding, beginning of period

    820,499       1,006,090  

Shares outstanding, end of period

    829,308       820,499  
 

 

   

Six Months Ended
April 30, 2022

   

Year Ended
October 31, 2021

 

CLASS C SHARES

 

Shares

   

Shares

 

Shares sold

    128,385       69,043  

Shares issued in reinvestment of dividends

    17,353       2,453  

Shares redeemed

    (83,924 )     (150,533 )

Net increase (decrease) in shares outstanding

    61,814       (79,037 )

Shares outstanding, beginning of period

    1,161,557       1,240,594  

Shares outstanding, end of period

    1,223,371       1,161,557  
 

 

15

 

 

1789 GROWTH AND INCOME FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

6. INVESTMENTS IN MONEY MARKET FUNDS

 

In order to maintain sufficient liquidity to implement investment strategies, or for temporary defensive purposes, the Fund may at times invest a significant portion of its assets in shares of a money market fund. As of April 30, 2022, the Fund had 27.6% of the value of its net assets invested in shares of a money market fund registered under the 1940 Act. An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person. While investor losses in money market funds have been rare, they are possible. The Fund incurs additional indirect expenses due to acquired fund fees and expenses to the extent it invests in shares of money market funds. The financial statements for the money market fund held can be found at www.sec.gov.

 

7. CONTINGENCIES AND COMMITMENTS

 

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

 

8. SUBSEQUENT EVENTS

 

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

 

16

 

 

1789 GROWTH AND INCOME FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited)

 

 

We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, possibly including contingent deferred sales loads and redemption fees, and (2) ongoing costs, including management fees, Rule 12b-1 distribution fees (if applicable to your class) and other Fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

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 that follows are based on an investment of $1,000 made at the beginning of the most recent semi-annual period (November 1, 2021) and held until the end of the period (April 30, 2022).

 

The table that follows illustrates the 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 the 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 Fund. 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 Fund under the heading “Expenses Paid During Period.”

 

Hypothetical 5% return – This section is intended to help you compare the Fund’s ongoing costs with those of other mutual funds. It assumes that the 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 Fund’s 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 the 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 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.

 

17

 

 

1789 GROWTH AND INCOME FUND
ABOUT YOUR FUND’S EXPENSES (Unaudited) (Continued)

 

 

More information about the Fund’s expenses, including historical expense ratios, can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to the Fund’s prospectus.

 

 

Beginning
Account Value
November 1,
2021

Ending
Account Value
April 30,
2022

Expense
Ratio (a)

Expenses
Paid During
Period (b)

Class P Shares

       

Based on Actual Fund Return

$ 1,000.00

$ 999.90

1.01%

$ 5.01

Based on Hypothetical 5% Return (before expenses)

$ 1,000.00

$ 1,019.79

1.01%

$ 5.06

Class C Shares

       

Based on Actual Fund Return

$ 1,000.00

$ 994.00

2.01%

$ 9.94

Based on Hypothetical 5% Return (before expenses)

$ 1,000.00

$ 1,014.83

2.01%

$ 10.04

 

(a)

Annualized, based on the most recent one-half year expenses.

(b)

Expenses are equal to the annualized expense ratio of each Class, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

 

18

 

 

1789 GROWTH AND INCOME FUND
OTHER INFORMATION (Unaudited)

 

 

A description of the policies and procedures that the Fund uses to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-888-229-9448, or on the SEC’s website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge upon request by calling toll-free 1-888-229-9448, or on the SEC’s website at www.sec.gov.

 

The Trust files a complete listing of portfolio holdings for the Fund with the SEC as of the end of the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The filings are available upon request by calling 1-888-229-9448. Furthermore, you may obtain a copy of the filings on the SEC’s website at www.sec.gov and on the Fund’s website at www.pcm-advisors.com.

 

19

 

 

Privacy Notice

 

 

FACTS

WHAT DOES THE PINNACLE CAPITAL MANAGEMENT FUNDS TRUST DO WITH YOUR PERSONAL INFORMATION?

       

Why?

Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

       

What?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

● Social Security Number

● Assets

● Retirement Assets

● Transaction History

● Checking Account Information

● Purchase History

● Account Balances

● Account Transactions

● Wire Transfer Instructions

When you are no longer our customer, we continue to share your information as described in this notice.

       

How?

All financial companies need to share your personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Pinnacle Capital Management Funds Trust chooses to share; and whether you can limit this sharing.

       

Reasons we can share your personal information

Does the Pinnacle Capital Management Funds Trust share?

Can you limit this sharing?

For our everyday business purposes –
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

Yes

No

For our marketing purposes –
to offer our products and services to you

No

We don’t share

For joint marketing with other financial companies

No

We don’t share

For our affiliates’ everyday business purposes –
information about your transactions and experiences

No

We don’t share

For our affiliates’ everyday business purposes –
information about your creditworthiness

No

We don’t share

For nonaffiliates to market to you

No

We don’t share

 

Questions?

Call 1-888-229-9448

 

20

 

 

Who we are

Who is providing this notice?

Pinnacle Capital Management Funds Trust

Pinnacle Investments, LLC (Distributor)

Ultimus Fund Solutions, LLC (Administrator)

What we do

How does the Pinnacle Capital Management Funds Trust protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.

How does the Pinnacle Capital Management Funds Trust collect my personal information?

We collect your personal information, for example, when you

● Open an account

● Provide account information

● Give us your contact information

● Make deposits or withdrawals from your account

● Make a wire transfer

● Tell us where to send the money

● Tell us who receives the money

● Show your government-issued ID

● Show your driver’s license

We also collect your personal information from other companies.

Why can’t I limit all sharing?

Federal law gives you the right to limit only

● Sharing for affiliates’ everyday business purposes – information about your creditworthiness

● Affiliates from using your information to market to you

● Sharing for nonaffiliates to market to you

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions

Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies.

● Pinnacle Capital Management, LLC, the investment adviser to the Pinnacle Capital Management Funds Trust, could be deemed to be an affiliate.

Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies

● Pinnacle Capital Management Funds Trust does not share with nonaffiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

● Pinnacle Capital Management Funds Trust does not jointly market.

 

21

 

 

INVESTMENT ADVISER

Pinnacle Capital Management, LLC

507 Plum Street, Suite 120

Syracuse, NY 13204

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen & Company, Ltd.

151 North Franklin Street, Suite 575

Chicago, IL 60606

 

LEGAL COUNSEL

Bond Schoeneck & King PLLC

One Lincoln Center

110 West Fayette Street

Syracuse, NY 13202

 

CUSTODIAN

U.S. Bank, N.A.

425 Walnut Street

Cincinnati, OH 45202

 

TRANSFER AGENT

Ultimus Fund Solutions, LLC

225 Pictoria Drive, Suite 450

Cincinnati, OH 45246

 

DISTRIBUTOR

Pinnacle Investments, LLC

507 Plum Street, Suite 120

Syracuse, NY 13204

 

 

 

This report is intended only for the information of shareholders or those who have received the Fund’s prospectus which contains information about the Fund’s management fee and expenses. Please read the prospectus carefully before investing.

 

PCM-SAR-22

 

 

 

(b)Not applicable.

 

Item 2.Code of Ethics.

 

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)See Schedule I (Investments in securities of unaffiliated issuers)

 

(b)Not applicable

 

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.

 

The registrant has not adopted procedures by which shareholders may recommend nominees to the registrant's board of trustees.

 

Item 11.Controls and Procedures.

 

(a) 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

 

Item 13.Exhibits.

 

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

 

(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons: Not applicable

 

(a)(4) 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.CERTCertifications required by Rule 30a-2(a) under the Act

 

Exhibit 99.906CERTCertifications 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) Pinnacle Capital Management Funds Trust  
       
By (Signature and Title)* /s/ Stephen Fauer  
    Stephen Fauer, President  
       
Date June 28, 2022    
       
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
       
By (Signature and Title)* /s/ Stephen Fauer  
    Stephen Fauer, President  
       
Date June 28, 2022    
       
By (Signature and Title)* /s/ Paul A. Tryon  
    Paul A. Tryon, Treasurer and Principal Financial Officer  
       
Date June 28, 2022    

 

*Print the name and title of each signing officer under his or her signature.

 

 

EX-99.CERT

 

CERTIFICATIONS

 

I, Stephen Fauer, certify that:

 

1. I have reviewed this report on Form N-CSR of Pinnacle Capital Management Funds Trust;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: June 28, 2022 /s/ Stephen Fauer  
  Stephen Fauer, President  

 

 

 

CERTIFICATIONS

 

I, Paul A. Tryon, certify that:

 

1. I have reviewed this report on Form N-CSR of Pinnacle Capital Management Funds Trust;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: June 28, 2022 /s/ Paul A. Tryon  
  Paul A. Tryon, Treasurer and Principal Financial Officer  

 

EX-99.906CERT

 

CERTIFICATIONS

 

Stephen Fauer, Chief Executive Officer, and Paul A. Tryon, Chief Financial Officer, of Pinnacle Capital Management Funds Trust (the "Registrant"), each certify to the best of his knowledge that:

 

1.The Registrant's periodic report on Form N-CSR for the period ended April 30, 2022 (the "Form N-CSR") fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2.The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

CHIEF EXECUTIVE OFFICER   CHIEF FINANCIAL OFFICER  
       
Pinnacle Capital Management Funds Trust   Pinnacle Capital Management Funds Trust  
       
/s/ Stephen Fauer   /s/ Paul A. Tryon  
Stephen Fauer, President   Paul A. Tryon, Treasurer and Principal Financial Officer  
       
Date: June 28, 2022   Date: June 28, 2022  

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Pinnacle Capital Management Funds Trust and will be retained by Pinnacle Capital Management Funds Trust and furnished to the Securities and Exchange Commission or its staff upon request.

 

This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. 1350 and is not being filed as part of the Form N-CSR filed with the Commission.

 



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