fp0011380_ncsrs.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-CSRS

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05617

SCM Trust
(Exact name of registrant as specified in charter)

1050 17th Street, Suite 1710
Denver, CO 80265
 (Address of principal executive offices) (Zip code)

Steve Rogers
1050 17th Street, Suite 1710
Denver, CO 80265
(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 955-9988.

Date of fiscal year end: December 31

Date of reporting period: June 30, 2017

ITEM 1. REPORTS TO STOCKHOLDERS
 
 
 
SEMI-ANNUAL REPORT
 

 
June 30, 2017
 
Shelton Greater China Fund
Shelton BDC Income Fund
Shelton Real Estate Income Fund
 
This report is intended only for the information of shareholders or those who have received the offering prospectus covering shares of beneficial interest of The SCM Trust which contains information about the management fee and other costs. Investments in shares of The SCM Trust are neither insured nor guaranteed by the U.S. Government.
 

Table of Contents
June 30, 2017
 
About Your Fund's Expenses
2
Top Holdings and Sector Breakdown
3
Portfolio of Investments
4
Statements of Assets & Liabilities
7
Statements of Operations
8
Statements of Changes in Net Assets
9
Financial Highlights
13
Notes to Financial Statements
17
Additional Information
23
Board of Trustees and Executive Officers
24
Board Approval of the Advisory Agreement
25
 
1
 

About Your Fund’s Expenses (Unaudited)
June 30, 2017
 
The Funds’ advisor, Shelton Capital Management (“Shelton Capital”), believes 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 Funds, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions, redemption fees, and exchange fees; and (2) ongoing costs, including management fees, distribution fees and other Fund expenses. Operating expenses, which are deducted from the Funds’ gross income, directly reduce the investment return of the Funds. The Funds’ expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. This example is intended to help you understand your ongoing cost (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.
 
The examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2017 to June 30, 2017.
 
Actual Expenses
 
The first line of the tables below provide information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses you have paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical Example for Comparison Purposes
 
The second line of the table provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The Funds do not charge any sales charges. There is a redemption fee of 2% for shares of the Greater China Fund purchased that are held for 90 days or less from the date of purchase.
 
Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transactional cost, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the tables are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. 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 the Funds’ prospectus.
 
 
Beginning
Account Value
January 1, 2017
(in U.S. Dollars)
Ending
Account Value
June 30, 2017
(in U.S. Dollars)
Expenses Paid
During Period*
(in U.S. Dollars)
Net Annual
Expense Ratio
Greater China Fund
       
Direct Shares
       
Based on Actual Fund Return
$ 1,000
$ 1,184
$ 10.72
1.98%
Based on Hypothetical 5% Return before expenses
$ 1,000
$ 1,015
$ 9.89
1.98%
         
BDC Income Fund
       
Institutional Shares
       
Based on Actual Fund Return
$ 1,000
$ 1,056
$ 6.37
1.25%
Based on Hypothetical 5% Return before expenses
$ 1,000
$ 1,019
$ 6.26
1.25%
Investor Shares
       
Based on Actual Fund Return
$ 1,000
$ 1,055
$ 7.64
1.50%
Based on Hypothetical 5% Return before expenses
$ 1,000
$ 1,018
$ 7.51
1.50%
         
Real Estate Income Fund
       
Institutional Shares
       
Based on Actual Fund Return
$ 1,000
$ 1,018
$ 5.75
1.15%
Based on Hypothetical 5% Return before expenses
$ 1,000
$ 1,019
$ 5.76
1.15%
Investor Shares
       
Based on Actual Fund Return
$ 1,000
$ 1,018
$ 7.00
1.40%
Based on Hypothetical 5% Return before expenses
$ 1,000
$ 1,018
$ 7.00
1.40%
 

*
Expenses are equal to the Fund’s expense ratio annualized.
 
2
 

Top Holdings and Sector Breakdowns (Unaudited)
June 30, 2017
 
Shelton Greater China
Security
Market Value
(in U.S. Dollars)
Percentage of
Total Investment
1
Tencent Holdings Ltd
$ 776,107
9.62%
2
Taiwan Semiconductor Manufacturing
351,503
4.36%
3
BOC Hong Kong Holdings Ltd
334,915
4.15%
4
China State Construction International
308,053
3.82%
5
Industrial & Commercial Bank of China
304,462
3.78%
6
Kingboard Chemical Holdings Ltd
294,808
3.66%
7
China Construction Bank Corp
290,625
3.60%
8
AIA Group Ltd
280,629
3.48%
9
China Everbright International
254,778
3.16%
10
Chunghwa Telecom Co Ltd
234,320
2.91%
 
Shelton BDC Income Fund
Security
Market Value
(in U.S. Dollars)
Percentage of
Total Investment
1
Ares Capital Corp
$ 1,525,650
9.72%
2
Golub Capital BDC Inc
1,147,200
7.31%
3
TCP Capital Corp
1,056,250
6.73%
4
NewStar Financial Inc
1,054,305
6.72%
5
HTGC 4.375%
1,025,000
6.53%
6
TPG Specialty Lending Inc
1,022,500
6.51%
7
Solar Capital Ltd
1,009,716
6.43%
8
PennantPark Floating Rate Capital
973,590
6.20%
9
Alcentra Capital Corp
792,107
5.05%
10
Apollo Investment Corp
760,410
4.84%
 
Shelton Real Estate Income Fund
Security
Market Value
(in U.S. Dollars)
Percentage of
Total Investment
1
GGP Inc 6.375%
$ 687,420
6.38%
2
Summit Hotel Properties Inc 7.875%
663,132
6.15%
3
CBL & Associates Properties In 6.625%
652,256
6.05%
4
DDR Corp 6.25%
558,030
5.18%
5
Colony NorthStar Inc 8.875%
517,142
4.80%
6
Brixmor Property Group Inc
443,424
4.12%
7
Cedar Realty Trust Inc 7.25%
438,998
4.07%
8
Blackstone Mortgage Trust Inc
438,102
4.07%
9
Apollo Commercial Real Estate
409,250
3.80%
10
Duke Realty Corp
373,133
3.46%
 
3
 

Shelton Greater China Fund
Portfolio of Investments (Expressed in U.S. Dollars) (Unaudited)
June 30, 2017
 
Security Description
 
Shares
   
Value
 
Common Stock (96.19%)
           
             
Basic Materials (6.82%)
           
Kingboard Chemical Holdings Lt
   
74,000
   
$
294,808
 
Nine Dragons Paper Holdings Lt
   
80,000
     
106,579
 
Sinopec Shanghai Petrochemical
   
186,000
     
99,595
 
Zhaojin Mining Industry Co Ltd
   
40,000
     
32,742
 
Zijin Mining Group Co Ltd
   
116,000
     
38,338
 
                 
Total Basic Materials
           
572,062
 
                 
Communications (15.10%)
               
China Mobile Ltd
   
20,900
     
221,812
 
Chunghwa Telecom Co Ltd
   
66,000
     
234,320
 
PCCW Ltd
   
59,000
     
33,557
 
Tencent Holdings Ltd
   
21,700
     
776,107
 
                 
Total Communications
           
1,265,796
 
                 
Consumer, Cyclical (6.26%)
               
ANTA Sports Products Ltd
   
27,000
     
89,234
 
BAIC Motor Corp Ltd
   
80,000
     
77,577
 
Galaxy Entertainment Group Ltd
   
4,000
     
24,288
 
Great Wall Motor Co Ltd
   
33,000
     
40,751
 
Haier Electronics Group Co Ltd
   
75,000
     
195,031
 
Sands China Ltd
   
9,200
     
42,132
 
Wynn Macau Ltd
   
24,000
     
56,077
 
                 
Total Consumer, Cyclical
           
525,090
 
                 
Consumer, Non-Cyclical (4.82%)
               
China Mengniu Dairy Co Ltd
   
32,000
     
62,717
 
Sihuan Pharmaceutical Holdings
   
284,000
     
118,963
 
Sinopharm Group Co Ltd
   
13,500
     
61,046
 
TTY Biopharm Co Ltd
   
13,943
     
46,293
 
Uni-President Enterprises Corp
   
57,374
     
115,050
 
                 
Total Consumer, Non-Cyclical
           
404,069
 
                 
Diversified (1.95%)
               
CK Hutchison Holdings Ltd
   
13,000
     
163,198
 
                 
Total Diversified
           
163,198
 
                 
Energy (5.46%)
               
China Everbright International
   
204,200
     
254,778
 
China Longyuan Power Group Corp
   
52,000
     
37,835
 
China Petroleum & Chemical Corp
   
78,000
     
60,850
 
CNOOC Ltd
   
56,000
     
61,334
 
PetroChina Co Ltd
   
70,000
     
42,862
 
                 
Total Energy
           
457,659
 
                 
Financial (35.00%)
               
Banks (18.63%)
               
Bank of China Ltd
   
431,000
     
211,457
 
BOC Hong Kong Holdings Ltd
   
70,000
     
334,915
 
China CITIC Bank Corp Ltd
   
135,000
     
82,662
 
China Construction Bank Corp
   
375,000
     
290,625
 
Chongqing Rural Commercial Ban
   
191,000
     
128,941
 
Hang Seng Bank Ltd
   
10,000
     
209,186
 
Industrial & Commercial Bank of China
   
451,000
     
304,462
 
             
1,562,248
 
                 
Diversified Financial Services (3.80%)
               
China Everbright Ltd
   
20,000
     
43,554
 
Fubon Financial Holding Co Ltd
   
89,713
     
142,886
 
Hong Kong Exchanges & Clearing
   
5,100
     
131,837
 
             
318,277
 
                 
Insurance (6.47%)
               
AIA Group Ltd
   
38,400
   
 
280,629
 
China Taiping Insurance Holdings
   
55,764
     
141,295
 
Fosun International Ltd
   
43,368
     
67,776
 
PICC Property & Casualty Co Lt
   
31,457
     
52,546
 
             
542,246
 
                 
Real Estate (6.10%)
               
Cheung Kong Property Holdings
   
13,000
     
101,832
 
Hysan Development Co Ltd
   
31,000
     
147,923
 
New World Development Co Ltd
   
30,666
     
38,929
 
Sun Hung Kai Properties Ltd
   
15,166
     
222,834
 
             
511,518
 
                 
Total Financial
           
2,934,289
 
                 
Industrial (10.24%)
               
China Communications Services
   
106,000
     
61,103
 
China State Construction International
   
180,000
     
308,053
 
CTCI Corp
   
37,000
     
63,005
 
Hon Hai Precision Industry Corp
   
22,250
     
85,577
 
Largan Precision Co Ltd
   
1,000
     
159,435
 
Sunny Optical Technology Group
   
12,000
     
107,603
 
Tianneng Power International Limited
   
90,000
     
73,900
 
                 
Total Industrial
           
858,676
 
                 
Technology (5.93%)
               
Asustek Computer Inc
   
6,000
     
56,706
 
Chipbond Technology Corp
   
58,000
     
89,231
 
Taiwan Semiconductor Manufacturing
   
51,284
     
351,503
 
                 
Total Technology
           
497,440
 
                 
Utilities (4.61%)
               
China Resources Power Holdings
   
72,000
     
141,299
 
Hong Kong & China Gas Co Ltd
   
48,315
     
90,857
 
Power Assets Holdings Ltd
   
17,500
     
154,568
 
                 
Total Utilities
           
386,724
 
                 
Total Common Stock (Cost $5,627,801)
           
8,065,003
 
                 
Total Investments (Cost $5,627,801) (a) (96.19%)
         
$
8,065,003
 
Other Net Assets (3.81%)
           
319,475
 
Net Assets (100.00%)
         
$
8,384,478
 
 
*
Non-income producing security.
 
(a)
Aggregate cost for federal income tax purpose is $5,867,502
 
At June 30, 2017, unrealized appreciation (depreciation) of securities for federal income tax purposes is as follows:
 
Unrealized appreciation
 
$
2,384,858
 
Unrealized depreciation
   
(187,357
)
Net unrealized appreciation
 
$
2,197,501
 
 
Because tax adjustments are calculated annually, the above tax figures reflect the tax adjustments outstanding at the Fund’s previous fiscal year end. For the previous fiscal year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent semi-annual and annual reports.
 
See accompanying notes to financial statements.
 
4
 

Shelton BDC Income Fund
Portfolio of Investments (Expressed in U.S. Dollars) (Unaudited)
June 30, 2017
 
Security Description
 
Shares
   
Value
 
Common Stock (74.36%)
           
             
Financial (74.36%)
           
Diversified Financial Services (6.15%)
           
NewStar Financial Inc
   
100,410
   
$
1,054,305
 
             
1,054,305
 
                 
Investment Company (68.21%)
               
Alcentra Capital Corp
   
58,286
     
792,107
 
Apollo Investment Corp
   
119,000
     
760,410
 
Ares Capital Corp
   
93,141
     
1,525,650
 
BlackRock Capital Investment Corp
   
60,000
     
449,400
 
Fifth Street Finance Corp
   
124,314
     
604,166
 
Fifth Street Senior Floating Rate Corp
   
66,263
     
540,043
 
Golub Capital BDC Inc
   
60,000
     
1,147,200
 
Harvest Capital Credit Corp
   
35,910
     
471,139
 
PennantPark Floating Rate Capital
   
69,000
     
973,590
 
Prospect Capital Corp
   
30,000
     
243,600
 
Solar Capital Ltd
   
46,169
     
1,009,716
 
TCP Capital Corp
   
62,500
     
1,056,250
 
THL Credit Inc
   
45,592
     
453,640
 
TPG Specialty Lending Inc
   
50,000
     
1,022,500
 
TriplePoint Venture Growth BDC
   
47,703
     
634,927
 
             
11,684,338
 
                 
Total Financial
           
12,738,643
 
                 
Total Common Stock (Cost $12,199,232)
           
12,738,643
 
                 
Preferred Stock (3.80%)
               
                 
Financial (3.80%)
               
SARATOGA INVESTMENT CORP*
   
25,000
     
651,000
 
             
651,000
 
                 
Total Preferred Stock (Cost $625,000)
           
651,000
 
 
Security Description
 
Par Value
   
Value
 
Convertible Bonds (13.46%)
           
GSBD 4 1/2 04/01/22
 
$
750,000
   
$
759,375
 
HTGC 4 3/8 02/01/22
   
1,000,000
     
1,025,000
 
TSLX 4 1/2 08/01/22
   
500,000
     
521,250
 
             
2,305,625
 
                 
Total Convertible Bonds (Cost $2,253,750)
           
2,305,625
 
                 
Total Investments (Cost $15,077,982) (a) (91.62%)
         
$
15,695,268
 
Other Net Assets (8.38%)
           
1,435,279
 
Net Assets (100.00%)
         
$
17,130,547
 
 
*
Non-income producing security.
 
(a)
Aggregate cost for federal income tax purpose is $15,513,605
 
At June 30, 2017, unrealized appreciation (depreciation) of securities for federal income tax purposes is as follows:
 
Unrealized appreciation
 
$
314,316
 
Unrealized depreciation
   
(132,653
)
Net unrealized appreciation
 
$
181,663
 
 
Because tax adjustments are calculated annually, the above tax figures reflect the tax adjustments outstanding at the Fund’s previous fiscal year end. For the previous fiscal year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent semi-annual and annual reports.
 
Shelton Real Estate Income Fund
Portfolio of Investments (Expressed in U.S. Dollars) (Unaudited)
June 30, 2017
 
Security Description
 
Shares
   
Value
 
Common Stock (54.50%)
           
             
Consumer, Cyclical (0.19%)
           
Safestore Holdings PLC
   
4,000
   
$
21,895
 
                 
Total Consumer, Cyclical
           
21,895
 
                 
Financial (54.31%)
               
REITS-Diversified (2.57%)
               
Mitsui Fudosan Co Ltd
   
2,000
     
47,713
 
Gecina SA
   
275
     
43,080
 
ICADE
   
325
     
27,245
 
Lexington Realty Trust
   
6,500
     
64,415
 
Liberty Property Trust
   
1,700
     
69,207
 
Merlin Properties Socimi SA
   
3,225
     
40,682
 
             
292,342
 
                 
REITS-Health Care (0.63%)
               
Healthcare Trust of America Inc
   
2,306
     
71,740
 
             
71,740
 
REIT-Industrial (4.37%)
               
Duke Realty Corp
   
13,350
   
 
373,133
 
Nippon Prologis REIT Inc
   
3
     
6,392
 
Rexford Industrial Realty Inc
   
3,070
     
84,241
 
Segro PLC
   
5,200
     
33,043
 
             
496,809
 
                 
REIT-Mortgage (10.27%)
               
Apollo Commercial Real Estate
   
22,062
     
409,250
 
Blackstone Mortgage Trust Inc
   
13,864
     
438,102
 
Starwood Property Trust Inc
   
14,356
     
321,431
 
             
1,168,783
 
                 
REIT-Office (5.25%)
               
alstria office REIT-AG
   
800
     
10,799
 
Boston Properties Inc
   
1,028
     
126,465
 
Kilroy Realty Corp
   
2,770
     
208,166
 
Mack-Cali Realty Corp
   
5,100
     
138,414
 
Nippon Building Fund Inc
   
2
     
10,217
 
 
See accompanying notes to financial statements.
 
5
 

Shelton Real Estate Income Fund
Portfolio of Investments (Expressed in U.S. Dollars) (Unaudited) (Continued)
June 30, 2017 (Continued)
 
Security Description
 
Shares
   
Value
 
Financial (54.31%) (Continued)
           
REIT-Office (5.25%) (Continued)
           
SL Green Realty Corp
   
970
   
$
102,626
 
             
596,687
 
                 
REIT-Operating Companies (2.42%)
               
ADO Properties SA
   
1,250
     
52,800
 
Citycon OYJ
   
7,500
     
19,657
 
Deutsche EuroShop AG
   
275
     
10,824
 
Inmobiliaria Colonial SA
   
3,100
     
26,970
 
LEG Immobilien AG
   
350
     
32,858
 
TLG Immobilien AG
   
1,600
     
32,656
 
Vonovia SE
   
2,500
     
99,128
 
             
274,893
 
                 
REIT-Residential (8.83%)
               
Apartment Investment & Managem
   
4,650
     
199,811
 
AvalonBay Communities Inc
   
1,233
     
236,946
 
Equity Residential
   
5,640
     
371,281
 
Sun Communities Inc
   
1,700
     
149,073
 
UNITE Group PLC/The
   
5,570
     
46,956
 
             
1,004,067
 
                 
REIT-Retail (17.47%)
               
Brixmor Property Group Inc
   
24,800
     
443,424
 
DDR Corp
   
18,108
     
164,240
 
Eurocommercial Properties NV
   
275
     
10,973
 
GGP Inc
   
12,740
     
300,154
 
Kimco Realty Corp
   
15,000
     
275,250
 
Klepierre
   
1,362
     
55,745
 
Mercialys SA
   
439
     
8,577
 
Retail Properties of America I
   
29,000
     
354,090
 
Scentre Group
   
12,250
     
38,055
 
Simon Property Group Inc
   
1,175
     
190,068
 
Unibail-Rodamco SE
   
430
     
108,215
 
Vastned Retail NV
   
167
     
6,982
 
Wereldhave NV
   
150
     
7,345
 
Westfield Corp
   
4,100
     
25,254
 
             
1,988,372
 
                 
REIT-Specialized (2.50%)
               
CubeSmart
   
5,100
     
122,604
 
EPR Properties
   
2,246
     
161,420
 
             
284,024
 
                 
Total Financial
           
6,177,717
 
                 
Total Common Stock (Cost $6,175,813)
           
6,199,612
 
                 
Preferred Stock (37.94%)
               
                 
Financial (37.94%)
               
REITS-Diversified (4.67%)
               
Colony NorthStar Inc 8.875%
   
20,021
     
517,142
 
PS Business Parks Inc 5.75%
   
567
     
14,271
 
             
531,413
 
                 
REITS-Hotel & Resort (7.13%)
               
Chesapeake Lodging Trust 7.75%
   
5,900
     
147,412
 
Summit Hotel Properties Inc 7.875%
   
25,664
     
663,132
 
             
810,544
 
                 
REIT-Industrial (0.96%)
               
STAG Industrial Inc 6.625%
   
4,280
     
109,140
 
             
109,140
 
REIT-Mortgage (1.74%)
               
ARMOUR Residential REIT Inc 7.875%
   
7,900
     
197,500
 
             
197,500
 
                 
REIT-Retail (23.24%)
               
CBL & Associates Properties In 6.625%
   
28,054
   
 
652,256
 
Cedar Realty Trust Inc 7.25%
   
17,297
     
438,998
 
DDR Corp 6.25%
   
22,250
     
558,030
 
GGP Inc 6.375%
   
27,000
     
687,420
 
Kimco Realty Corp 6%
   
12,197
     
307,364
 
             
2,644,068
 
                 
REIT-Specialized (0.20%)
               
Digital Realty Trust Inc 5.875%
   
800
     
20,456
 
EPR Properties 6.625%
   
100
     
2,543
 
             
22,999
 
                 
Total Financial
           
4,315,664
 
                 
Total Preferred Stock (Cost $3,925,696)
           
4,315,664
 
                 
   
Par
Value
         
Bonds & Notes (2.29%)
               
Sabra Health Care REIT Inc
 
$
250,000
     
260,156
 
                 
Total Bonds & Notes (Cost $249,251)
           
260,156
 
                 
Total Investments (Cost $10,350,760) (a) (94.73%)
         
$
10,775,432
 
Other Net Assets (5.27%)
           
599,496
 
Net Assets (100.00%)
         
$
11,374,928
 
 
*
Non-income producing security.
 
(a)
Aggregate cost for federal income tax purpose is $10,380,198
 
At June 30, 2017, unrealized appreciation (depreciation) of securities for federal income tax purposes is as follows:
 
Unrealized appreciation
 
$
958,993
 
Unrealized depreciation
   
(563,759
)
Net unrealized appreciation
 
$
395,234
 
 
Because tax adjustments are calculated annually, the above tax figures reflect the tax adjustments outstanding at the Fund’s previous fiscal year end. For the previous fiscal year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent semi-annual and annual reports.
 
See accompanying notes to financial statements.
 
6
 

Statements of Assets and Liabilities (Unaudited)
June 30, 2017
(Expressed in U.S. Dollars)
 
   
Shelton
Greater China Fund
   
Shelton
BDC Income Fund
   
Shelton
Real Estate
Income Fund
 
Assets
                 
Investments in securities
                 
Cost of investments
 
$
5,627,801
   
$
15,077,982
   
$
10,350,760
 
Market value of investments (Note 1)
   
8,065,003
     
15,695,268
     
10,775,432
 
Cash
   
254,850
     
1,120,669
     
469,273
 
Foreign Cash (Cost $32,071, $0 and $20,355 respectively)
   
32,053
     
     
20,714
 
Dividend and interest receivable
   
56,760
     
132,261
     
81,100
 
Receivable from investment advisor
   
74,038
     
54,970
     
94,726
 
Receivable for securities sold
   
     
290,160
     
 
Receivable for shares purchased
   
11,970
     
111,817
     
106,656
 
Reclaim Receivable
   
     
     
3,060
 
Prepaid expenses
   
10,497
     
82,316
     
93,671
 
Total assets
 
$
8,505,171
   
$
17,487,461
   
$
11,644,632
 
                         
Liabilities
                       
Payable to investment advisor
   
75,522
     
66,223
     
101,178
 
Payable for shares redeemed
   
3,621
     
29,763
     
10,355
 
Distributions payable
   
14,975
     
228,857
     
124,167
 
Accrued custody fees
   
10,051
     
593
     
 
Accrued 12b-1 fees
   
     
2,337
     
1,533
 
Accrued administration fees
   
602
     
1,211
     
855
 
Accrued CCO fees
   
141
     
     
 
Accrued fund accounting fees
   
5,257
     
     
 
Accrued legal fees
   
     
8,406
     
15,558
 
Accrued printing & mailing fees
   
5,254
     
     
 
Accrued state registration fees
   
     
17,638
     
14,062
 
Accrued trustee fees
   
1,861
     
     
 
Accrued expenses
   
3,409
     
1,886
     
1,996
 
Total liabilities
 
$
120,693
   
$
356,914
   
$
269,704
 
                         
Net assets
 
$
8,384,478
   
$
17,130,547
   
$
11,374,928
 
                         
Net assets at June 30, 2017 consist of
                       
Paid-in capital
   
18,463,998
     
19,921,863
     
12,421,443
 
Undistributed net investment income
   
18,618
     
(1,592
)
   
(13,848
)
Accumulated net realized gain (loss)
   
(12,535,483
)
   
(3,407,010
)
   
(1,457,793
)
Unrealized appreciation (depreciation) of investments
   
2,437,345
     
617,286
     
425,126
 
Total net assets
 
$
8,384,478
   
$
17,130,547
   
$
11,374,928
 
                         
Net assets
                       
Direct Shares
   
8,384,478
     
     
 
Institutional Shares
   
     
1,677,980
     
117,529
 
Investor Shares
   
     
15,452,567
     
11,257,399
 
                         
Shares outstanding
                       
Direct Shares (no par value, unlimited shares authorized)
   
1,033,777
     
     
 
Institutional Shares (no par value, unlimited shares authorized)
   
     
179,270
     
13,481
 
Investor Shares (no par value, unlimited shares authorized)
   
     
1,634,510
     
1,276,967
 
                         
Net asset value per share
                       
Direct Shares
 
$
8.11
   
$
   
$
 
Institutional Shares
 
$
   
$
9.36
   
$
8.72
 
Investor Shares
 
$
   
$
9.45
   
$
8.82
 
 
See accompanying notes to financial statements.
 
7
 

Statements of Operations (Unaudited)
For the Six Months Ended June 30, 2017
(Expressed in U.S. Dollars)
 
   
Shelton
Greater China Fund
   
Shelton
BDC Income Fund
   
Shelton
Real Estate
Income Fund
 
Investment income
                 
Interest income
 
$
   
$
48,990
   
$
6,968
 
Dividend income (net of foreign tax withheld: $7,576, $0, and $3,273 respectively)
   
138,340
     
469,508
     
345,012
 
Total
   
138,340
     
518,498
     
351,980
 
                         
Expenses
                       
Management fees (Note 2)
   
49,397
     
65,950
     
53,690
 
Administration fees (Note 2)
   
3,492
     
6,472
     
5,932
 
Legal and audit fees
   
28,974
     
1,706
     
1,412
 
Custodian fees
   
14,783
     
906
     
99
 
Printing
   
6,536
     
497
     
409
 
Accounting services
   
5,852
     
1,913
     
8,095
 
Trustees fees
   
3,628
     
338
     
280
 
Transfer agent fees
   
3,027
     
6,143
     
12,505
 
Registration and dues
   
2,955
     
18,916
     
21,555
 
CCO fees (Note 2)
   
308
     
424
     
539
 
Insurance
   
194
     
392
     
402
 
12b-1 fees Class Investor (Note 2)
   
     
17,216
     
16,013
 
Other expenses
   
398
     
1,221
     
1,994
 
Total expenses
   
119,544
     
122,094
     
122,925
 
Less reimbursement from manager (Note 2)
   
(40,835
)
   
(11,939
)
   
(27,902
)
Net expenses
   
78,709
     
110,155
     
95,023
 
Net investment income
   
59,631
     
408,343
     
256,957
 
                         
Realized and unrealized gain (loss) on investments
                       
Net realized gain (loss) from security transactions
   
37,144
     
793,246
     
109,414
 
Change in unrealized appreciation (depreciation) of investments
   
1,219,154
     
(463,548
)
   
(118,894
)
Net realized and unrealized gain (loss) on investments
   
1,256,298
     
329,698
     
(9,480
)
                         
Net increase (decrease) in net assets resulting from operations
 
$
1,315,929
   
$
738,041
   
$
247,477
 
 
See accompanying notes to financial statements.
 
8
 

Statements of Changes in Net Assets
(Expressed in U.S. Dollars)
 
   
Shelton Greater
China Fund
 
   
Six Months Ended
June 30, 2017
(Unaudited)
   
Year Ended
December 31, 2016
 
Operations
           
Net investment income (loss)
 
$
59,631
   
$
106,370
 
Net realized gain (loss) on investments and foreign currency transactions
   
37,144
     
143,360
 
Change in unrealized appreciation (depreciation) of investments and translation of assets and liabilities in foreign currencies
   
1,219,154
     
(133,934
)
Net increase (decrease) in net assets resulting from operations
   
1,315,929
     
115,796
 
                 
Distributions to shareholders
               
Distributions from net investment income
               
Direct shares
   
(14,975
)
   
(169,576
)
Total Distributions
   
(14,975
)
   
(169,576
)
                 
Capital share transactions
               
Increase (decrease) in net assets resulting from capital share transactions
   
(116,810
)
   
(471,651
)
Total increase (decrease)
   
1,184,144
     
(525,431
)
                 
Net assets
               
Beginning of year
   
7,200,334
     
7,725,765
 
End of year
 
$
8,384,478
   
$
7,200,334
 
Including undistributed net investment income (loss) of:
 
$
18,618
   
$
(26,038
)
 
See accompanying notes to financial statements.
 
9
 

Statements of Changes in Net Assets
(Expressed in U.S. Dollars) (Continued)
 
   
Shelton BDC
Income Fund
   
Shelton Real Estate
Income Fund
 
   
Six Months Ended
June 30, 2017
(Unaudited)
   
For The Period
April 1, 2016 through
December 31, 2016 (a)
   
Six Months Ended
June 30, 2017
(Unaudited)
   
For The Period
April 1, 2016 through
December 31, 2016 (a)
 
Operations
                       
Net investment income (loss)
 
$
408,343
   
$
766,404
   
$
256,957
   
$
347,156
 
Net realized gain (loss) on investments and foreign currency transactions
   
793,246
     
67,313
     
109,414
     
1,309,166
 
Change in unrealized appreciation (depreciation) of investments and translation of assets and liabilities in foreign currencies
   
(463,548
)
   
1,378,067
     
(118,894
)
   
(1,088,363
)
Net increase (decrease) in net assets resulting from operations
   
738,041
     
2,211,784
     
247,477
     
567,959
 
                                 
Distributions to shareholders
                               
Distributions from net investment income
                               
Direct shares
   
     
     
     
 
Institutional shares
   
(28,331
)
   
(20,631
)
   
(8,653
)
   
(26,796
)
Investor shares (Class A)
   
(382,468
)
   
(598,974
)
   
(245,378
)
   
(405,566
)
Class C
   
     
(147,362
)
   
     
(98,703
)
Distributions from return of capital
                               
Institutional shares
   
     
     
     
(13,241
)
Investor shares (Class A)
   
     
     
     
(200,411
)
Class C
   
     
     
     
(48,775
)
Distributions from realized capital gains on investments
                               
Institutional shares
   
     
     
     
(83,007
)
Investor shares (Class A)
   
     
     
     
(1,330,591
)
Class C
   
     
     
     
(729,970
)
Total Distributions
   
(410,799
)
   
(766,967
)
   
(254,031
)
   
(2,937,060
)
                                 
Capital share transactions
                               
Increase (decrease) in net assets resulting from capital share transactions
   
2,769,030
     
(5,611,368
)
   
(4,424,501
)
   
(854,034
)
Total increase (decrease)
   
3,096,272
     
(4,166,551
)
   
(4,431,055
)
   
(3,223,135
)
                                 
Net assets
                               
Beginning of year
   
14,034,275
     
18,200,826
     
15,805,983
     
19,029,118
 
End of year
 
$
17,130,547
   
$
14,034,275
   
$
11,374,928
   
$
15,805,983
 
Including undistributed net investment income (loss) of:
 
$
(1,592
)
 
$
863
   
$
(13,848
)
 
$
(16,772
)
 

(a)
For the nine month period ending December 31, 2016.
 
See accompanying notes to financial statements.
 
10
 

Statements of Changes in Net Assets
(Expressed in U.S. Dollars) (Continued)
 
Shelton Greater China Fund
 
Direct Shares
 
   
Six Months Ended
June 30, 2017
(Unaudited)
   
Year Ended
December 31, 2016
 
   
Shares
   
Value
   
Shares
   
Value
 
Shares sold
   
6,369
   
$
49,209
     
5,052
   
$
32,908
 
Shares issued in reinvestment of distributions
   
1,472
     
11,935
     
20,322
     
135,331
 
Shares repurchased
   
(23,101
)
   
(177,954
)
   
(97,073
)
   
(639,890
)
Net increase (decrease)
   
(15,260
)
 
$
(116,810
)
   
(71,699
)
 
$
(471,651
)
 
Shelton BDC Income Fund
(See Note 5)
 
Institutional Shares (a)
 
   
Six Months Ended
June 30, 2017
(Unaudited)
   
Period of April 1 to
December 31, 2016
 
   
Shares
   
Value
   
Shares
   
Value
 
Shares sold
   
142,904
   
$
1,350,262
     
3,218
   
$
29,097
 
Shares issued in reinvestment of distributions
   
833
     
7,839
     
1,096
     
9,718
 
Shares repurchased (b)
   
(10,627
)
   
(99,616
)
   
(10,948
)
   
(98,802
)
Net increase (decrease)
   
133,110
   
$
1,258,485
     
(6,634
)
 
$
(59,987
)
 
   
Investor Shares (a)
   
Class C (a)
 
   
Six Months Ended
June 30, 2017
(Unaudited)
   
Period of April 1 to
December 31, 2016
   
Period of
April 1, 2016 to
November 4, 2016
 
   
Shares
   
Value
   
Shares
   
Value
   
Shares
   
Value
 
Shares sold
   
453,692
   
$
4,327,437
     
513,711
   
$
4,552,771
     
2,803
   
$
25,000
 
Shares issued in reinvestment of distributions
   
22,296
     
212,339
     
39,996
     
360,369
     
9,328
     
83,227
 
Shares repurchased (b)
   
(319,121
)
   
(3,029,231
)
   
(586,581
)
   
(5,325,885
)
   
(590,344
)
   
(5,246,863
)
Net increase (decrease)
   
156,867
   
$
1,510,545
     
(32,874
)
 
$
(412,745
)
   
(578,213
)
 
$
(5,138,636
)
 
Shelton Real Estate Income Fund
(See Note 5)
 
Institutional Shares (a)
 
   
Six Months Ended
June 30, 2017
(Unaudited)
   
Period of April 1 to
December 31, 2016
 
   
Shares
   
Value
   
Shares
   
Value
 
Shares sold
   
12,770
   
$
112,553
     
576
   
$
5,096
 
Shares issued in reinvestment of distributions
   
983
     
8,653
     
5,749
     
51,043
 
Shares repurchased (c)
   
(103,204
)
   
(925,162
)
   
(22,276
)
   
(227,156
)
Shares Issued in reorganization
   
     
     
52,898
     
467,086
 
Net increase (decrease)
   
(89,451
)
 
$
(803,956
)
   
36,947
   
$
296,069
 
 
See accompanying notes to financial statements.
 
11
 

Statements of Changes in Net Assets
(Expressed in U.S. Dollars) (Continued)
 
   
Investor Shares (a)
   
Class C (a)
 
   
Six Months Ended
June 30, 2017
(Unaudited)
   
Period of April 1 to
December 31, 2016
   
Period of
April 1, 2016 to
November 4, 2016
 
   
Shares
   
Value
   
Shares
   
Value
   
Shares
   
Value
 
Shares sold
   
31,260
   
$
278,309
     
547,694
   
$
4,847,530
     
4,898
   
$
51,781
 
Shares issued in reinvestment of distributions
   
23,655
     
209,230
     
197,317
     
1,774,928
     
82,631
     
739,724
 
Shares repurchased (c)
   
(461,289
)
   
(4,108,084
)
   
(356,265
)
   
(3,643,692
)
   
(740,346
)
   
(6,920,747
)
Shares Issued in reorganization
   
     
     
226,031
     
2,000,375
                 
Net increase (decrease)
   
(406,374
)
 
$
(3,620,545
)
   
614,777
   
$
4,979,141
     
(652,817
)
 
$
(6,129,242
)
 

(a)
Following the acquisition on November 4, 2016, the Advisor Class and the A Class were renamed Institutional Class and Investor Class. The C class merged into the investor class. See note 5.
(b)
As of the close of business on November 4, 2016, Class C shares were converted to Investor Class shares at the following Rates:
 
Shares Issued:
 
Dollars:
 
486,190
 
$
4,307,646
 
 
(c)
As of the close of business on November 4, 2016, Class C shares were converted to Investor Class shares at the following Rates:
 
Shares Issued:
 
Dollars:
 
536,418
 
$
4,747,287
 
 
See accompanying notes to financial statements.
 
12
 

Financial Highlights
For a Share Outstanding Throughout Each Year or Period
(Expressed in U.S. Dollars)
 
Shelton Greater China Fund
Direct Shares
 
Six Months Ended
June 30, 2017
(Unaudited)
   
Year Ended
December 31,
2016
   
Year Ended
December 31,
2015
   
Year Ended
December 31,
2014
   
Year Ended
December 31,
2013
   
Year Ended
December 31,
2012
 
Net asset value, beginning of year
 
$
6.86
   
$
6.89
   
$
7.55
   
$
7.21
   
$
7.12
   
$
6.06
 
INCOME FROM INVESTMENT OPERATIONS
                                               
Net investment income (loss) (a)
   
0.06
     
0.10
     
0.05
     
0.08
     
0.03
     
0.08
 
Net gain (loss) on securities (both realized and unrealized)
   
1.20
     
0.03
     
(0.58
)
   
0.36
     
0.28
     
0.98
 
Total from investment operations
   
1.26
     
0.13
     
(0.53
)
   
0.44
     
0.31
     
1.06
 
LESS DISTRIBUTIONS
                                               
Dividends from net investment income
   
(0.01
)
   
(0.16
)
   
(0.13
)
   
(0.10
)
   
(0.22
)
   
 
Distributions from capital gains
   
     
     
     
     
     
 
Total distributions
   
(0.01
)
   
(0.16
)
   
(0.13
)
   
(0.10
)
   
(0.22
)
   
 
Net asset value, end of year
 
$
8.11
   
$
6.86
   
$
6.89
   
$
7.55
   
$
7.21
   
$
7.12
 
                                                 
Total return
   
18.43
%
   
1.95
%
   
(7.05
)%
   
6.19
%
   
4.34
%
   
17.49
%
                                                 
RATIOS / SUPPLEMENTAL DATA
                                               
Net assets, end of year (000s)
 
$
8,384
   
$
7,200
   
$
7,726
   
$
10,332
   
$
11,415
   
$
17,370
 
Ratio of expenses to average net assets:
                                               
Before expense reimbursements
   
0.99
%
   
3.13
%
   
2.60
%
   
2.69
%
   
3.00
%
   
2.17
%
After expense reimbursements
   
0.99
%
   
1.97
%
   
1.98
%
   
1.98
%
   
2.36
%
   
1.72
%
Ratio of net investment income (loss) to average net assets
                                               
Before expense reimbursements
   
0.75
%
   
0.31
%
   
0.01
%
   
0.33
%
   
(0.22
)%
   
0.71
%
After expense reimbursements
   
0.75
%
   
1.47
%
   
0.63
%
   
1.04
%
   
0.42
%
   
1.16
%
Portfolio turnover
   
0
%
   
11
%
   
0
%
   
5
%
   
10
%
   
81
%
 
Shelton BDC Income Fund (c)
 
Institutional Shares
(See Note 5)
   
Formerly
AR Capital
BDC Income Fund
 
   
Six Months Ended
June 30, 2017
(Unaudited)
   
Year Ended
December 31,
2016
(b)
   
Year Ended
March 31,
2016
(i)
   
Year Ended
March 31,
2015
(d)(i)
 
Net asset value, beginning of year
 
$
9.11
   
$
8.40
   
$
9.65
   
$
10.00
 
INCOME FROM INVESTMENT OPERATIONS
                               
Net investment income (loss) (a)
   
0.29
     
0.44
     
0.80
     
1.55
 
Net gain (loss) on securities (both realized and unrealized)
   
0.22
     
0.72
     
(1.36
)
   
(1.40
)
Total from investment operations
   
0.51
     
1.16
     
(0.56
)
   
0.15
 
LESS DISTRIBUTIONS
                               
Dividends from net investment income
   
(0.26
)
   
(0.45
)
   
(0.69
)
   
(0.50
)
Distributions from capital gains
   
             
     
 
Total distributions
   
(0.26
)
   
(0.45
)
   
(0.69
)
   
(0.50
)
Net asset value, end of year
 
$
9.36
   
$
9.11
   
$
8.40
   
$
9.65
 
                                 
Total return
   
5.61
%
   
14.07
%
   
(5.76
)%(e)
   
1.59
%(e)
                                 
RATIOS / SUPPLEMENTAL DATA
                               
Net assets, end of year (000s)
 
$
1,678
   
$
420
   
$
443
   
$
106
 
Ratio of expenses to average net assets: (j)
                               
Before expense reimbursements
   
0.63
%
   
2.53
%(f)
   
2.47
%
   
10.23
%(f)
After expense reimbursements
   
0.62
%
   
1.24
%(f)
   
1.25
%
   
1.25
%(f)
Ratio of net investment income (loss) to average net assets (h)
                   
9.30
%
   
17.58
%(f)
Before expense reimbursements
   
3.14
%
   
5.26
%(f)
               
After expense reimbursements
   
3.14
%
   
6.55
%(f)
               
Portfolio turnover
   
74
%
   
38
%(g)
   
166
%
   
33
%(g)
 

(a)
Calculated based upon average shares outstanding.
(b)
For the nine months ended December 31, 2016. See Note 5.
(c)
Following the acquisition on November 4, 2016, advisor class and class A were renamed Institutional and Investor Class.
(d)
The inception date of Shelton BDC Income Fund is April 22, 2014; the commencement of operations and start of performance for Institutional Class and Investor Class is May 2, 2014. The inception date of Shelton Real Estate Income Fund is August 7, 2014; the commencement of operations and start of performance is August 11, 2014.
(e)
Total returns shown exclude the effect of applicable sales loads/redemption fees. If the Adviser did not reimburse/waive a portion of the Fund’s expenses, total return would have been lower. Returns are not annualized
(f)
Annualized
(g)
Not annualized
(h)
Recognition of net investment income by the fund is affected by the timing in which the Fund invests. The ratio does not include the net income of the investment companies in which the Fund invests.
(i)
Audited by other independent registered public accounting firm.
(j)
Does not include expenses of the investment companies in which the fund invests.
 
See accompanying notes to financial statements.
 
13
 

Financial Highlights
For a Share Outstanding Throughout Each Year or Period
(Expressed in U.S. Dollars) (Continued)
 
Shelton BDC Income Fund
 
Investor Shares
(see Note 5)
   
Formerly
AR Capital
BDC Income Fund
 
   
Six Months Ended
June 30, 2017
(Unaudited)
   
Year Ended
December 31,
2016
(b)
   
Year Ended
March 31,
2016
(i)
   
Year Ended
March 31,
2015
(d)(i)
 
Net asset value, beginning of year
 
$
9.21
   
$
8.51
   
$
9.66
   
$
10.00
 
INCOME FROM INVESTMENT OPERATIONS
                               
Net investment income (loss) (a)
   
0.26
     
0.44
     
0.70
     
0.77
 
Net gain (loss) on securities (both realized and unrealized)
   
0.24
     
0.71
     
(1.17
)
   
(0.62
)
Total from investment operations
   
0.50
     
1.15
     
(0.47
)
   
0.15
 
LESS DISTRIBUTIONS
                               
Dividends from net investment income
   
(0.26
)
   
(0.45
)
   
(0.68
)
   
(0.49
)
Distributions from capital gains
   
     
     
     
 
Total distributions
   
(0.26
)
   
(0.45
)
   
(0.68
)
   
(0.49
)
Net asset value, end of year
 
$
9.45
   
$
9.21
   
$
8.51
   
$
9.66
 
                                 
Total return
   
5.46
%
   
13.74
%
   
(4.83
)%(e)
   
1.56
%(e)
                                 
RATIOS / SUPPLEMENTAL DATA
                               
Net assets, end of year (000s)
 
$
15,453
   
$
13,614
   
$
12,853
   
$
11,658
 
Ratio of expenses to average net assets: (j)
                               
Before expense reimbursements
   
0.76
%
   
2.82
%(f)
   
2.66
%
   
7.61
%(f)
After expense reimbursements
   
0.75
%
   
1.50
%(f)
   
1.45
%
   
1.50
%(f)
Ratio of net investment income (loss) to average net assets (h)
                   
7.89
%
   
8.94
%(f)
Before expense reimbursements
   
2.73
%
   
5.16
%(f)
               
After expense reimbursements
   
2.74
%
   
6.48
%(f)
               
Portfolio turnover
   
74
%
   
38
%(g)
   
166
%
   
33
%(g)
 

(a)
Calculated based upon average shares outstanding.
(b)
For the nine months ended December 31, 2016. See Note 5.
(c)
Following the acquisition on November 4, 2016, advisor class and class A were renamed Institutional and Investor Class.
(d)
The inception date of Shelton BDC Income Fund is April 22, 2014; the commencement of operations and start of performance for Institutional Class and Investor Class is May 2, 2014. The inception date of Shelton Real Estate Income Fund is August 7, 2014; the commencement of operations and start of performance is August 11, 2014.
(e)
Total returns shown exclude the effect of applicable sales loads/redemption fees. If the Adviser did not reimburse/waive a portion of the Fund’s expenses, total return would have been lower. Returns are not annualized
(f)
Annualized
(g)
Not annualized
(h)
Recognition of net investment income by the fund is affected by the timing in which the Fund invests. The ratio does not include the net income of the investment companies in which the Fund invests.
(i)
Audited by other independent registered public accounting firm.
(j)
Does not include expenses of the investment companies in which the fund invests.
 
See accompanying notes to financial statements.
 
14
 

Financial Highlights
For a Share Outstanding Throughout Each Year or Period
(Expressed in U.S. Dollars) (Continued)
 
Shelton Real Estate Income Fund (c)
 
Institutional Shares
(See Note 5)
   
Formerly
AR Capital Real
Estate Income Fund
 
   
Six Months Ended
June 30, 2017
(Unaudited)
   
Year Ended
December 31,
2016
(b)
   
Year Ended
March 31,
2016
(i)
   
Year Ended
March 31,
2015
(i)
   
Year Ended
March 31,
2014
(d)(i)
 
Net asset value, beginning of year
 
$
8.82
   
$
10.65
   
$
11.40
   
$
10.22
   
$
10.00
 
INCOME FROM INVESTMENT OPERATIONS
                                       
Net investment income (loss) (a)
   
0.07
     
0.23
     
0.26
     
0.27
     
0.25
 
Net gain (loss) on securities (both realized and unrealized)
   
0.09
     
0.07
     
0.02
(h) 
   
1.58
     
0.23
(h) 
Total from investment operations
   
0.16
     
0.30
     
0.28
     
1.85
     
0.48
 
LESS DISTRIBUTIONS
                                       
Dividends from net investment income
   
(0.26
)
   
(0.38
)
   
(0.48
)
   
(0.60
)
   
(0.18
)
Distributions from return of capital
   
     
(0.18
)
   
     
     
 
Distributions from capital gains
   
     
(1.57
)
   
(0.55
)
   
(0.07
)
   
(0.08
)
Total distributions
   
(0.26
)
   
(2.13
)
   
(1.03
)
   
(0.67
)
   
(0.26
)
Net asset value, end of year
 
$
8.72
   
$
8.82
   
$
10.65
   
$
11.40
   
$
10.22
 
                                         
Total return
   
1.80
%
   
3.15
%
   
2.90
%(e)
   
18.71
%(e)
   
5.01
%(e)
                                         
RATIOS / SUPPLEMENTAL DATA
                                       
Net assets, end of year (000s)
 
$
118
   
$
908
   
$
703
   
$
15,295
   
$
17,533
 
Ratio of expenses to average net assets:
                                       
Before expense reimbursements
   
0.61
%
   
2.49
%(f)
   
2.01
%
   
2.21
%
   
3.97
%(f)
After expense reimbursements
   
0.59
%
   
1.14
%(f)
   
1.15
%
   
1.15
%
   
1.15
%(f)
Ratio of net investment income (loss) to average net assets
                   
2.40
%
   
2.54
%
   
3.09
%(f)
Before expense reimbursements
   
1.74
%
   
1.61
%(f)
                       
After expense reimbursements
   
0.80
%
   
2.96
%(f)
                       
Portfolio turnover
   
7
%
   
137
%(g)
   
99
%
   
104
%
   
86
%(g)
 

(a)
Calculated based upon average shares outstanding.
(b)
For the nine months ended December 31, 2016. See Note 5.
(c)
Following the acquisition on November 4, 2016, advisor class and class A were renamed Institutional and Investor Class.
(d)
The inception date of Shelton BDC Income Fund is April 22, 2014; the commencement of operations and start of performance for Institutional Class and Investor Class is May 2, 2014. The inception date of Shelton Real Estate Income Fund is August 7, 2014; the commencement of operations and start of performance is August 11, 2014.
(e)
Total returns shown exclude the effect of applicable sales loads/redemption fees. If the Adviser did not reimburse/waive a portion of the Fund’s expenses, total return would have been lower. Returns are not annualized
(f)
Annualized
(g)
Not annualized
(h)
Recognition of net investment income by the fund is affected by the timing in which the Fund invests. The ratio does not include the net income of the investment companies in which the Fund invests.
(i)
Audited by other independent registered public accounting firm.
(j)
Does not include expenses of the investment companies in which the fund invests.
 
See accompanying notes to financial statements.
 
15
 

Financial Highlights
For a Share Outstanding Throughout Each Year or Period
(Expressed in U.S. Dollars) (Continued)
 
Shelton Real Estate Income Fund (c)
 
Investor Shares
(See Note 5)
   
Formerly
AR Capital Real
Estate Income Fund
 
   
Six Months Ended
June 30, 2017
(Unaudited)
   
Year Ended
December 31, 2016
(b)
   
Year Ended
March 31,
2016
(i)
   
Year Ended
March 31,
2015
(i)
   
Year Ended
March 31,
2014
(d)(i)
 
Net asset value, beginning of year
 
$
8.85
   
$
10.66
   
$
11.40
   
$
10.21
   
$
10.00
 
INCOME FROM INVESTMENT OPERATIONS
                                       
Net investment income (loss) (a)
   
0.08
     
0.21
     
0.30
     
0.26
     
0.28
 
Net gain (loss) on securities (both realized and unrealized)
   
0.07
     
0.07
     
(0.03
)
   
1.57
     
0.18
(h) 
Total from investment operations
   
0.15
     
0.28
     
0.27
     
1.83
     
0.46
 
LESS DISTRIBUTIONS
                                       
Dividends from net investment income
   
(0.18
)
   
(0.35
)
   
(0.46
)
   
(0.57
)
   
(0.17
)
Distributions from return of capital
   
     
(0.17
)
   
     
     
 
Distributions from capital gains
   
     
(1.57
)
   
(0.55
)
   
(0.07
)
   
(0.08
)
Total distributions
   
(0.18
)
   
(2.09
)
   
(1.01
)
   
(0.64
)
   
(0.25
)
Net asset value, end of year
 
$
8.82
   
$
8.85
   
$
10.66
   
$
11.40
   
$
10.21
 
                                         
Total return
   
1.75
%
   
3.02
%
   
2.79
%(e)
   
18.47
%(e)
   
4.83
%(e)
                                         
RATIOS / SUPPLEMENTAL DATA
                                       
Net assets, end of year (000s)
 
$
11,257
   
$
14,898
   
$
11,396
   
$
20,677
   
$
14,362
 
Ratio of expenses to average net assets:
                                       
Before expense reimbursements
   
0.73
%
   
2.72
%(f)
   
2.22
%
   
2.46
%
   
4.22
%(f)
After expense reimbursements
   
0.71
%
   
1.39
%(f)
   
1.36
%
   
1.40
%
   
1.40
%(f)
Ratio of net investment income (loss) to average net assets
                   
2.75
%
   
2.41
%
   
3.47
%(f)
Before expense reimbursements
   
1.90
%
   
1.41
%(f)
                       
After expense reimbursements
   
0.95
%
   
2.74
%(f)
                       
Portfolio turnover
   
7
%
   
137
%(g)
   
99
%
   
104
%
   
86
%(g)
 

(a)
Calculated based upon average shares outstanding.
(b)
For the nine months ended December 31, 2016. See Note 5.
(c)
Following the acquisition on November 4, 2016, advisor class and class A were renamed Institutional and Investor Class.
(d)
The inception date of Shelton BDC Income Fund is April 22, 2014; the commencement of operations and start of performance for Institutional Class and Investor Class is May 2, 2014. The inception date of Shelton Real Estate Income Fund is August 7, 2014; the commencement of operations and start of performance is August 11, 2014.
(e)
Total returns shown exclude the effect of applicable sales loads/redemption fees. If the Adviser did not reimburse/waive a portion of the Fund’s expenses, total return would have been lower. Returns are not annualized
(f)
Annualized
(g)
Not annualized
(h)
Recognition of net investment income by the fund is affected by the timing in which the Fund invests. The ratio does not include the net income of the investment companies in which the Fund invests.
(i)
Audited by other independent registered public accounting firm.
(j)
Does not include expenses of the investment companies in which the fund invests.
 
See accompanying notes to financial statements.
 
16
 

SCM Trust
Notes to Financial Statements (Unaudited)
June 30, 2017
 
NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
The SCM Trust (the “Trust”), is registered under the Investment Company Act of 1940, as amended, as a management investment company. The Trust currently consists of three separate series included in these financial statements. The SCM Trust is a Massachusetts business trust formed in July 1988.
 
The Shelton Greater China Fund (“Greater China Fund”) is an open-end, diversified series of the Trust. The Fund commenced operations in May, 1989 as the R.O.C. Taiwan Fund, a diversified, closed-end investment company. The R.O.C Taiwan Fund changed its name to the Taiwan Greater China Fund on December 29, 2003 and the change became effective on the New York Stock Exchange on January 2, 2004. On October 10, 2011, the Fund registered with the SEC as a diversified, open-end management investment company and began operations as The Shelton Greater China Fund.
 
The Shelton BDC Income Fund (“BDC Income Fund”) is an open-end, non-diversified series of the Trust. The inception date is April 22, 2014, and the commencement date of operations is May 2, 2014.The investment objective is to provide a high level of income with the potential for capital appreciation. Effective July 1, 2016, Shelton became the advisor to the Fund.
 
The Shelton Real Estate Income Fund (“Real Estate Income Fund”) is an open-end, non-diversified series of the Trust. The inception date is June 4, 2013, and the commencement date of operations is June 7, 2013. The investment objective is to provide current income with the potential for capital appreciation. Effective July 1, 2016 Shelton became the advisor to the Fund.
 
The Real Estate Income Fund and the BDC Income Fund (the “Successor Funds”) are each a successor to a series of the Realty Capital Income Funds Trust, a Delaware statutory trust, pursuant to a reorganization that took place after the close of business on November 4, 2016. Prior to November 4, 2016, each Successor Fund had no investment operations. As a result of the reorganization, holders of Class A and Class C shares of the AR Capital BDC Income Fund received Investor shares of the Shelton BDC Income Fund and holders of Advisor Class received Institutional shares of the Shelton BDC Income Fund. As a result of the reorganization, holders of Class A and Class C shares of the AR Capital Real Estate Income Fund and the AR Capital Real Estate Global Income Fund received Investor Shares of the Shelton Real Estate Income Fund and holders of Advisor Class received Institutional Shares of the Shelton Real Estate Income Fund.
 
The Trust follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, “Financial Services – Investment Companies”.
 
(a)    Security Valuation — Equity securities listed on a national or international exchange are valued at the last reported sales price. Futures contracts are valued at the settle price, depending on the exchange the contract trades on, typically as of 4:15 p.m., Eastern Time. Municipal securities are valued by an independent pricing service at a price determined by a matrix pricing method. This technique generally considers such factors as yields or prices of bonds of comparable quality, type of issue, coupon, maturity, ratings and general market conditions. U.S. government securities for which market quotations are readily available are valued at the mean between the closing bid and asked prices provided by an independent pricing service. U.S. agency securities consisting of mortgage pass-through certificates are valued using dealer quotations provided by an independent pricing service. U.S. Treasury Bills are valued at amortized cost which approximates market value. Securities with remaining maturities of 60 days or less are valued on the amortized cost basis as reflecting fair value.
 
Securities for which market quotes are not readily available from the Trust’s third party pricing service are valued at fair value, determined in good faith and in accordance with procedures adopted by the Board of Trustees. The Board has delegated to The Advisor’s Pricing Committee the responsibility for determining the fair value, subject to the Board oversight, review and approval of the pricing decisions at its quarterly meetings.
 
(b)    Federal Income Taxes — No provision is considered necessary for federal income taxes. The Funds intend to qualify for and elect the tax treatment applicable to regulated investment companies under the Internal Revenue Code and to distribute all of their taxable income to shareholders.
 
(c)    Security Transactions, Investment Income and Distributions to Shareholders — Security transactions are recorded on the trade date. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Withholding taxes on foreign dividends have been provided for, in accordance with the Trust’s understanding of the applicable country’s tax rules and rates. Distributions to shareholders are recorded on the ex-dividend Income distributions and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing treatments for PFICs, wash sales, REIT adjustments and post-October capital losses.
 
Distributions received from investments in securities that represent a return of capital or capital gains are recorded as a reduction of cost of investment or as a realized gain, respectively. The calendar year-end amounts of ordinary income, capital gains, and return of capital included in distributions received from a Fund’s investments in real estate investment trusts (“REITs”) are reported to the Fund after the end of the calendar year; accordingly, a Fund estimates these amounts for accounting purposes until the characterization of REIT distributions is reported to the Fund after the end of the calendar year. Estimates are based on the most recent REIT distribution information available.
 
These “Book/tax” differences are considered either temporary (i.e., deferred losses, capital loss carry forwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax basis treatment; temporary differences do not require reclassification.
 
(d)    Foreign Currency Translation — Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Trust does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.
 
Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the company’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
 
17
 

SCM Trust
Notes to Financial Statements (Unaudited) (Continued)
June 30, 2017
 
(e)    Concentration — The Shelton Greater China Fund concentrates its investments in publicly traded equities issued by corporations located in People’s Republic of China, Hong Kong, Taiwan, or Singapore. The portfolio involves considerations not typically associated with investing in U.S. securities. In addition, the Trust is more susceptible to factors adversely affecting the economies of those countries than a fund not concentrated in these issuers to the same extent. Since the Trust’s investment securities are primarily denominated in New Taiwan Dollars (“NT$”) and Hong Kong Dollars (“HKD”), changes in the relationships of the NT$ and the HKD to the USD may also significantly affect the value of the investments and the earnings of the Trust.
 
The Shelton Real Estate Income Fund concentrates its investments in real estate securities (i.e., securities of issuers in the real estate industry), including securities issued by REITs. The Fund invests substantially all (and under normal market conditions, at least 80%) of its net assets (plus any borrowings for investment purposes) in income producing real estate securities. The Advisor evaluates securities based primarily on the relative attractiveness of income and secondarily considers their potential for capital appreciation. The Advisor considers real estate securities to be securities issued by a company that (a) derives at least 50% of its revenues from the ownership, construction, financing, management or sale of commercial, industrial or residential real estate, or (b) has at least 50% of its assets invested in such real estate. The Advisor plans to sell a security if, in the judgment of the portfolio managers, the security’s income potential has been compromised, an issuer’s fundamentals have deteriorated or may deteriorate or a more attractive investment opportunity is identified.
 
The Fund invests in both equity and debt securities, and invests to a substantial degree in securities issued by REITs. REITs are pooled investment vehicles that own interests in real estate, real-estate related loans or similar interests, and their revenue primarily consists of rent derived from owned, income- producing real estate properties and capital gains from the sale of such properties. A majority of the REITs in which the Fund invests are generally considered by the Advisor to be medium- or small-capitalization companies. The Fund will not invest in non-traded REITs that are sponsored, managed or distributed by affiliates of the Advisor.
 
Equity securities in which the Fund may invest include common and preferred stocks, convertible securities, rights and warrants to purchase common stock and depositary receipts. Although the Advisor anticipates that the Fund will invest a substantial portion of its assets in equity securities, the Fund may invest up to 100% of its net assets in debt securities of any maturity, duration or credit rating. Debt securities in which the Fund may invest include corporate debt obligations and CMBS. Debt securities acquired by the Fund may also include high-yield debt securities (commonly referred to as ‘‘junk’’ bonds) issued or guaranteed by real estate companies or other companies. The Fund invests in securities across all market capitalization ranges. The Fund may invest up to 15% of its net assets in illiquid securities.
 
The Shelton BDC Income Fund invests substantially all (and under normal market conditions, at least 80%) of its net assets (plus any borrowings for investment purposes) in common stocks and other equity securities of business development companies (‘‘BDCs’’) that are traded on one or more nationally recognized securities exchanges. The equity securities in which the Fund may invest consist of common stocks, securities convertible into common stocks; and preferred stocks. In addition, although the Fund typically invests in equity securities, the Fund may invest up to 20% of its net assets in debt securities of BDCs and other issuers of any maturity, duration or credit rating.
 
(f)    Use of Estimates in Financial Statements — In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of income and expense during the year. Actual results may differ from these estimates.
 
(g)    Share Valuations — The net asset value (“NAV”) per share of each Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash or other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding of the Fund, rounded to the nearest cent. A Fund’s shares will not be priced on the days on which the NYSE is closed for trading. The offering and redemption price per share of each Fund is equal to a Fund’s NAV per share.
 
(h)    Accounting for Uncertainty in Income Taxes — The Funds recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years (2013-2015), or expected to be taken in the Fund’s 2016 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal, however the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
 
(i)    Fair Value Measurements — The Funds utilize various methods to measure the fair value of most of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
 
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the company has the ability to access.
 
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 would be based on the best information available.
 
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
 
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
 
18
 

SCM Trust
Notes to Financial Statements (Unaudited) (Continued)
June 30, 2017
 
The following table summarizes the valuation of the Trust’s securities at June 30, 2017 using fair value hierarchy:
 
   
Level 1(a)
   
Level 2(a)
   
Level 3(a)
       
Fund
 
Investments
in Securities(b)
   
Investments
in Securities(c)
   
Investments
in Securities
   
Total
Assets
 
Greater China Fund
 
$
8,065,003
         
$
   
$
8,065,003
 
BDC Income Fund
   
15,695,268
           
     
15,695,268
 
Real Estate Income Fund
   
10,515,276
     
260,156
     
     
10,775,432
 
Total investments in securities
 
$
34,275,547
   
$
260,156
   
$
   
$
34,535,703
 
 

(a)
It is the Fund’s policy to recognize transfers between levels on the last day of the fiscal reporting period. Greater China Fund had a transfer out of level three to level one.
(b)
All publicly traded common stocks and preferred stocks held in the Funds are Level 1 securities. For a detailed break-out of equity securities by major industry classification, please refer to the Portfolio of Investments.
(c)
All fixed income securities held in the Funds are Level 2 securities. For a detailed break-out of fixed income securities by type, please refer to the Portfolio of Investments.
 
NOTE 2 – INVESTMENT MANAGEMENT FEE AND OTHER RELATED PARTY TRANSACTIONS
 
Shelton Capital Management (“Shelton Capital” or the “Advisor”), a California limited partnership, provides each Fund with management and administrative services pursuant to investment management and administration servicing agreements.
 
In accordance with the terms of the management agreement, the Advisor receives compensation at the following annual rates:
 
 
Net Assets
Greater China Fund
1.25%
BDC Income Fund
0.90%
Real Estate Income Fund
0.80%
 
Advisory Fees – The Board approved an interim investment advisory agreement (the “Interim Advisory Agreement”) which became effective July 1, 2016 between the Realty Income Trust and Shelton Capital. Under the Interim Advisory Agreement, Shelton Capital provided or arranged to provide the same advisory services to the Real Estate Income Fund and BDC Income Fund on the same terms as those provided under the previous investment advisory agreement (the “Prior Investment Advisory Agreement”) between the Realty Income Trust and National Fund Advisors, LLC (“NFA”). Pursuant to the Prior and Interim Advisory Agreement with the Funds, the investment advisor (either Shelton Capital or NFA, as applicable) directed the daily operations of the Funds and supervised the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by such investment adviser (either Shelton Capital or NFA, as applicable), each Fund paid an investment advisory fee, computed and accrued daily and paid monthly, at an annual rate of 0.90% and 0.80% of the BDC Income Fund’s and the Real Estate Income Fund’s average daily net assets. The Funds’ sub-advisors are paid by the Advisor, not the Funds.
 
For the year ended March 31, 2016 and the period April 1 2016 to June 30, 2016, NFA charged the Real Estate Income Fund and the BDC Income Fund advisory fees at the rates of 0.80% and 0.90% of the funds’ daily net assets, respectively. For the year ended March 31, 2016 and the period April 1, 2016 to June 30, 2016, NFA made expense reimbursement payments in the amounts of $18,990 and $43,930 for the Real Estate Income Fund and $72,304 and $70,006 for the BDC Income Fund respectively. Due to the reimbursements paid, this resulted in net advisory fee of $0 paid to NFA for the year ended March 31, 2016 and the period of April 1 to June 30, 2016.
 
Effective July 1, 2016 for the Shelton BDC Income Fund and the Shelton Real Estate Income Fund, Shelton has contractually agreed to waive a portion or all of its management fees and pay Fund expenses (excluding acquired fund fees and expenses, interest, taxes and extraordinary expenses) in order to limit the “Other Expenses” to 0.35% of average daily net assets of the Fund’s shares (the “Expense Cap”). The Expense Cap will remain in effect indefinitely. Shelton may recoup from the Fund any fees or expenses previously waived or paid by Shelton or NFA pursuant to this agreement for three years from the date they were waived or paid. Shelton’s ability to recoup any previously waived fees and paid expenses is subject to the Expense Cap as in effect at the time such fees were waived or expenses were paid. Prior to July 1, 2016 NFA had contractually agreed to waive a portion or all of its management fees and pay Fund expenses (excluding acquired fund fees and expenses, interest, taxes, distribution fees, and extraordinary expenses) in order to limit the Funds’ Other Expenses to 0.35% of average daily net assets of the Fund’s shares (the “Expense Cap”).
 
The Advisor contractually agreed to reduce total operating expense to certain Funds of the Trust. This additional contractual reimbursement is effective until January 2, 2018, unless renewed and is subject to recoupment within three fiscal years following reimbursement. Recoupment is limited to the extent the reimbursement does not exceed any applicable expense limit and the effect of the reimbursement is measured after all ordinary operating expenses are calculated; any such reimbursement is subject to the Board of Trustees’ review and approval. Reimbursements from the Advisor to affected Funds, and the voluntary expense limits, for the period ended June 30, 2017 are as follows:
 
 
Voluntary Expense Limitation
Fund
Direct
Shares
Institutional
Shares
Investor
Shares
Expiration
Greater China Fund
1.98%
N/A
1/2/18
BDC Income Fund
1.25%
1.50%
1/2/18
Real Estate Income Fund
1.15%
1.40%
1/2/18
 
19
 

SCM Trust
Notes to Financial Statements (Unaudited) (Continued)
June 30, 2017
 
At December 31, 2016, the remaining cumulative unreimbursed amount paid and/or waived by the Advisor on behalf of the Funds that may be reimbursed was $2,406,648. The Advisor may recapture a portion of the above amount no later than the dates as stated below.
 
Fund
 
Expires
12/31/17
   
Expires
3/31/18
   
Expires
12/31/18
   
Expires
3/31/19
   
Expires
12/31/19
   
Expires
3/31/20
   
Total
 
Greater China Fund
 
$
74,912
   
$
   
$
58,370
   
$
   
$
75,439
   
$
   
$
208,721
 
BDC Income Fund
   
     
286,420
     
     
281,806
     
160,178
     
128,502
     
856,906
 
Real Estate Income Fund
   
     
425,681
     
     
305,545
     
154,139
     
98,824
     
984,189
 
Total
 
$
74,912
   
$
712,101
   
$
58,370
   
$
587,351
   
$
389,756
   
$
227,326
   
$
2,049,816
 
 
A Fund must pay its current ordinary operating expenses before the Advisor is entitled to any reimbursement of fees and/or expenses. Any such reimbursement is contingent upon Board of trustee review and approval prior to the time the reimbursement is initiated.
 
As compensation for administrative duties not covered by the management agreement, Shelton Capital receives an administration fee, which was revised on January 1, 2011. The administration fee is based on assets held, in aggregate, by the SCM Trust and other funds within the same “family” of investment companies managed and administered by Shelton Capital. The fee rates are 0.10% on the first $500 million, 0.08% on the next $500 million, and 0.06% on combined assets over $1 billion. Administration fees are disclosed on the Statement of Operations. For the period of April 1, 2016 to November 4, 2016 and the year ended March 31, 2016, Gemini Fund Services was the administrator for the BDC Income Fund and the Real Estate Income Fund. For the period of November 5, 2016 to December 31, 2016, Shelton Capital received $6,403 and $3,434 from the Real Estate and BDC Income Funds, respectively.
 
Certain officers and trustees of the Trust are also partners of Shelton Capital. Gregory T. Pusch has served as the Chief Compliance Officer (“CCO”) of the Trust since March 2017. Mr. Pusch is also employed by Shelton Capital, the Advisor and Administrator to the Trust. The Trust is responsible for the portion of his salary allocated to his duties as the CCO of the Trust during his employment, and Shelton Capital is reimbursed by the Trust for this portion of his salary. The level of reimbursement is reviewed and determined by the Board of Trustees at least annually.
 
The SCM Trust adopted a Distribution Plan (the “Plan”), as amended (date), pursuant to Rule 12b-1 under the Investment Company Act of 1940, whereby the Investor Shares of each Fund of the Trust pays the RFS Partners for expenses that relate to the promotion and distribution of shares. Under the Plan, the Advisor Shares of the Funds will pay RFS Partners a fee at an annual rate of 0.25%, payable monthly, of the daily net assets attributable to such Fund’s Investor Shares.
 
For the six months ended June 30, 2017, the following were paid by the Investor Class shares of each Fund of the Trust:
 
Fund
 
Class Investor
12b-1 Fees
 
BDC Income Fund
 
$
17,216
 
Real Estate Income Fund
   
16,013
 
 
From April 1, 2015 to December 31, 2015, Realty Capital Securities, LLC was the Distributor for the Funds. For this period, the Board adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b1 under the 1940 Act for the BDC Income Fund and Real Estate Income Fund (the “Funds”). The Plan provided that a monthly service and/or distribution fee (the “12b1” Fee) be calculated by the Funds at an annual rate of 0.25% and 1.00% of the average daily NAV of the Class A and Class C shares, respectively, for the Funds. With respect to the Class A shares of the Real Estate Income Fund and the BDC Income Fund, 0.25% is paid for distribution services. This payment is fixed at 0.25% and is not based on expenses incurred by the Distributor. With respect to Class C shares of the Funds, 0.25% was paid for certain ongoing individual shareholder and administrative services and 0.75% was paid for distribution services, including past distribution services incurred. This payment was fixed at 1.00% and was not based on expenses incurred by the Distributor.
 
For the year ended March 31, 2016, the following were paid by each Fund of the Trust:
 
Fund
 
Class C
12b-1 Fees
   
Class A
12b-1 Fees
 
BDC Income Fund
 
$
36,975
   
$
29,942
 
Real Estate Income Fund
   
81,725
     
36,449
 
 
For the period April 1, 2016 to December 31, 2016, the following were paid by each Fund of the Trust:
 
Fund
 
Class C
12b-1 Fees
   
Class Investor
12b-1 Fees
 
BDC Income Fund
 
$
28,692
   
$
23,357
 
Real Estate Income Fund
   
36,768
     
20,649
 
 
From the period April 1, 2015 through December 31, 2015, Realty Capital Securities, LLC received underwriting commissions as shown in the table below for sales of Class A shares and Class C shares respectively, and the amounts retained by the principal underwriter or other affiliated broker dealers from the sales of Class A shares and Class C shares, respectively. The amounts as of March 31, 2016 were as follows:
 
Fund
 
Class A
   
Class A
Retained
   
Class C
   
Class C
Retained
 
BDC Income Fund
 
$
309,976
   
$
32,928
   
$
68,955
   
$
16,829
 
Real Estate Income Fund
   
123,632
     
12,166
     
49,743
     
21,401
 
 
20
 

SCM Trust
Notes to Financial Statements (Unaudited) (Continued)
June 30, 2017
 
For the period January 1, 2016 until March 24, 2016, the Funds did not have a distributor and were not able to offer shares. Effective March 25, 2016, RFS Partners (“RFS”) serves as the principal underwriter for the Funds pursuant to a principal underwriting agreement between the Trust and RFS. For the period discussed above, the Distributor acted as the Funds’ principal underwriter in a continuous public offering of the Funds’ Investor class and Institutional class shares. The Distributor is an affiliate of the Advisor.
 
For the April 1, 2016 to November 4, 2016 period, the Distributor acted as the Funds’ principal underwriter in a continuous public offering of the Funds’ Class A, Class C and Advisor Class shares. The Distributor is an affiliate of Shelton and received underwriting commissions as shown in the table below for sales of Class A shares and Class C shares respectively, and the amounts retained by the principal underwriter or other affiliated broker-dealers from the sales of Class A shares and Class C shares, respectively. Effective November 5, 2016, the Funds were no longer subject to underwriting commissions.
 
Fund
 
Class A
   
Class A
Retained
   
Class C
   
Class C
Retained
 
Real Estate Income
 
$
40
   
$
3
   
$
1,389
   
$
1,389
 
BDC Income
   
7,933
     
888
     
1,320
     
1,320
 
Global Real Estate Income
   
40
     
2
     
332
     
332
 
 
NOTE 3 – PURCHASES AND SALES OF SECURITIES
 
Purchases and sales of securities other than short-term instruments for the period ended June 30, 2017 were as follows:
 
Fund
 
Purchases
   
Sales
 
Greater China Fund
 
$
371
   
$
199,665
 
BDC Income Fund
   
12,275,417
     
10,330,165
 
Real Estate Income Fund
   
868,237
     
5,082,654
 
 
NOTE 4 – TAX CHARACTER
 
Reclassifications: Accounting principles generally accepted in the United States of America require certain components of net assets be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the year ended December 31, 2016, permanent differences resulting from different book and tax accounting for net operating losses, expiration of capital loss carryforwards and treatment of foreign currency gains have been reclassified. The reclassifications were as follows:
 
   
Increase
(Decrease)
Paid-In Capital
   
Increase
(Decrease)
Undistributed
Net Investment
Income (Loss)
   
Increase (Decrease) Accumulated
Gain (Loss)
 
Greater China Fund
 
$
   
$
(12,488
)
 
$
12,488
 
BDC Income Fund
   
(1,426
)
   
1,426
     
 
Real Estate Income Fund
   
1,650,155
     
(65,610
)
   
(1,584,545
)
 
Tax Basis of Distributable Earnings: The tax character of distributable earnings at December 31, 2016 was as follows:
 
   
Undistributed
Ordinary Income
   
Undistributed
Long-Term
Capital Gain
   
Capital
Loss Carry
Forwards
   
Unrealized
Appreciation
(Depreciation)
   
Post October
and Other
Losses
(b)
   
Total
Distributable
Earnings
 
Greater China Fund
 
$
3,991
   
$
   
$
(12,362,955
)
 
$
979,403
   
$
     
(11,379,561
)
BDC Income Fund
   
863
     
     
(3,460,813
)
   
645,211
     
(303,820
)
   
(3,118,559
)
Real Estate Income Fund
   
     
     
(1,548,373
)
   
514,582
     
(6,168
)
   
(1,039,959
)
 
The difference between book basis and tax basis unrealized appreciation/(depreciation) is attributable primarily to wash sales and PFICs.
 
Elective Deferrals: The BDC Fund has elected to defer $303,820 of capital losses recognized during the period November 1, 2016-December 31, 2016.
 
The Real Estate Fund has elected to defer $6,168 of ordinary losses to the period ending December 31, 2017.
 
Capital Losses: Capital loss carry forwards, as of December 31, 2016, available to offset future capital gains, if any, are as follows:
 
Expiring
 
Greater
China Fund
   
BDC
Income Fund
   
Real Estate
Income Fund
 
2017
 
$
10,930,578
   
$
   
$
 
Long Term with No Expiration
   
235,607
     
763,025
     
114,152
*
Short Term with No Expiration
   
1,196,770
     
2,697,788
     
1,434,221
*
Total
 
$
12,362,955
   
$
3,460,813
   
$
1,548,373
 
 
*
Subject to limitations under §382 of the Code
 
Distributions to Shareholders: Income distributions and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities held by each Fund, timing differences and differing characterization of distributions made by each Fund.
 
21
 

SCM Trust
Notes to Financial Statements (Unaudited) (Continued)
June 30, 2017
 
The tax character of distributions paid during are as follows:
 
Fund
Year
   
Return of
Capital
   
Ordinary
Income
   
Long-Term
Capital Gains
(a)
   
Total Distributions
 
Greater China Fund
December 31, 2015
   
$
   
$
152,604
   
$
   
$
152,604
 
December 31, 2016      
     
169,576
     
     
169,576
 
BDC Income Fund
March 31, 2016
     
     
1,895,840
     
     
1,895,840
 
March 31, 2015
     
     
443,308
     
5,045
     
448,353
 
December 31, 2016
(b)    
     
766,967
     
     
766,967
 
Real Estate Income Fund
March 31, 2016
     
     
2,321,774
     
81,751
     
2,403,525
 
March 31, 2015      
     
1,312,311
     
1,310,714
     
2,623,025
 
December 31, 2016 (b)    
262,427
     
1,141,052
     
1,533,581
     
2,937,060
 
 

(a)
The Funds designate Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Internal Revenue Code for the year ended December 31, 2016.
(b)
For the period April 1 to December 31, 2016.
 
NOTE 5 – REORGANIZATIONS
 
On October 21, 2016, the shareholders of the AR Capital BDC Income Fund, the AR Capital Global Real Estate Income Fund and the AR Capital Real Estate Income Fund approved the agreement and plan of reorganization providing for the transfer of assets and assumption of liabilities of such funds by the Shelton BDC Income Fund and the Shelton Real Estate Income Fund, respectively. The reorganization was effective as of the close of business on November 4, 2016. The following tables illustrate the specifics of each Fund’s reorganization:
 
AR Capital BDC
Income Fund
Net Assets
 
Shares issued to
Shareholders of
AR Capital BDC
Income Fund
   
Shelton BDC
Income Fund
Net Assets
   
Combined
Net Assets
 
Tax Status
of Transfer
$ 14,780,538
   
1,668,286
   
$
   
$
14,780,538
 
Non-taxable
 

(1)
Includes accumulated realized gains and unrealized appreciation in the amounts of $332,361 and $223,360 respectively.
 
AR Capital Global
Real Estate
Income Fund
Net Assets
 
Shares issued
to Shareholders
of AR Capital
Global Real Estate
Income Fund
   
Shelton Real Estate
Income Fund
Net Assets
   
Combined
Net Assets
 
Tax Status
of Transfer
$ 2,467,461
   
278,928
   
$
   
$
16,524,350
 
Non-taxable
 

(1)
Includes accumulated realized gain and unrealized depreciation in the amounts of $120,779 and $(177,489) respectively.
 
AR Capital
Real Estate
Income Fund
Net Assets
 
Shares issued to
Shareholders of
AR Capital Real Estate
Income Fund
   
Shelton Real Estate
Income Fund
Net Assets
   
Combined
Net Assets
 
Tax Status
of Transfer
$ 14,056,889
   
1,588,861
   
$
   
$
16,524,350
 
Non-taxable
 

(1)
Includes accumulated realized gains and unrealized appreciation in the amounts of $1,178,287 and $480,458 respectively.
 
22
 

SCM Trust
Notes to Financial Statements (Unaudited) (Continued)
June 30, 2017
 
As of close of business on November 4, 2016, the classes were converted at the following rates:
 
Pre-Merger Class
Pre-Merger NAV
Rate
Shares
 
Dollars
 
Post-Merger NAV
Post Merger Class
ARC Global Real Estate Income Fund Class A
8.37
.9456 to 1
 
159,382
 
$
1,410,528
 
8.85
Shelton Real Estate Income Fund Investor Class
ARC Global Real Estate Income Fund Class C
8.37
.9454 to 1
 
66,649
   
589,847
 
8.85
Shelton Real Estate Income Fund Investor Class
ARC Global Real Estate Income Fund Advisor Class
8.38
.949 to 1
 
52,898
   
467,085
 
8.83
Shelton Real Estate Income Fund Institutional Class
                           
ARC Real Estate Income Fund Class A
8.85
1
 
995,315
   
8,805,282
 
8.85
Shelton Real Estate Income Fund Investor Class
ARC Real Estate Income Fund Class C
8.80
.9944 to 1
 
536,418
   
4,747,297
 
8.85
Shelton Real Estate Income Fund Investor Class
ARC Real Estate Income Fund Advisor Class
8.83
1
 
57,128
   
504,310
 
8.83
Shelton Real Estate Income Fund Institutional Class
                           
ARC BDC Income Fund Class A
8.86
1
 
1,139,403
   
10,099,544
 
8.86
Shelton BDC Income Fund Investor Class
ARC BDC Income Fund Class C
8.84
.99774 to 1
 
486,190
   
4,307,647
 
8.86
Shelton BDC Income Fund Investor Class
ARC BDC Income Fund Advisor Class
8.74
1
 
42,694
   
373,348
 
8.74
Shelton BDC Income Fund Institutional Class
 
Assuming the acquisition had been completed on April 1, 2016, the beginning of the annual reporting period, of the Shelton Real Estate Income Fund’s pro forma results of operations for the period ended December 31, 2016 are as follows:
 
   
Shelton
Real Estate
Income Fund
 
Net Investment Income
 
$
412,918
 
Net gain on Investments
   
164,093
 
Net increase in net assets resulting from operations
   
577,011
 
 
Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of the former AR Capital Global Real Estate Income Fund that have been included in the Shelton Real Estate Income Fund’s statement of operations since November 4, 2016.
 
Note 6 – SUBSEQUENT EVENTS
 
In preparing the financial statements as of June 30, 2017, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements through the date of issuance of the financial statements, and has determined that there were no subsequent events requiring recognition or disclosure.
 
SCM Trust
Additional Information (Unaudited)
June 30, 2017
 
Fund Holdings
 
The Fund holdings shown in this report are as of June 30, 2017. Holdings are subject to change at any time, so holdings shown in the report may not reflect current Fund holdings. The Fund files complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the SEC’s website at www.sec.gov and may be reviewed and copied at the Commission’s Public Reference Room, 100 F. Street N.E., Room 1580, Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. The information filed in the form N-Q also may be obtained by calling (800) 955-9988.
 
Proxy Voting Policy
 
The Fund’s Statement of Additional Information (“SAI”) containing a description of the policies and procedures that the SCM Trust uses to determine how to vote proxies relating to portfolio securities, along with the Fund’s proxy voting record relating to portfolio securities held during the 12-month period ended June 30, 2017, is available upon request, at no charge, at the phone number below, or on the SEC’s website at www.sec.gov.
 
About this Report
 
This report is submitted for the general information of the shareholders of the SCM Trust. It is authorized for distribution only if preceded or accompanied by a current SCM Trust prospectus. Additional copies of the prospectus may be obtained by calling (800) 955-9988 or can be downloaded from the Fund’s website at www.sheltoncap.com. Please read the prospectus carefully before you invest or send money, as it explains the risks, fees and expenses of investing in the Fund.
 
23
 

Board of Trustees and Executive Officers (Unaudited)
 
Overall responsibility for management of the Fund rests with the Board of Trustees. The Trustees serve during the lifetime of the Trust and until its termination, or until death, resignation, retirement or removal. The Trustees, in turn, elect the officers of the Fund to actively supervise its day-to-day operations. The officers have been elected for an annual term. The following are the Trustees and Executive Officers of the Fund:
 
Name
Address
Year of Birth
Position Held
with the Trust
Length of
Time Served
Stephen C. Rogers
1050 17th Street,
Suite 1710
Denver, CO 80265
1966
Chairman and Trustee
Since June, 2011
Kevin T. Kogler
1050 17th Street,
Suite 1710 Denver,
CO 80265
1966
Trustee
Since June, 2011
Marco L. Quazzo
1050 17th Street,
Suite 1710
Denver, CO 80265
1962
Trustee
Since August, 2014
Stephen H. Sutro
1050 17th Street,
Suite 1710
Denver, CO 80265
1969
Trustee
Since June, 2011
William P. Mock
1050 17th Street,
Suite 1710
Denver, CO 80265
1966
Treasurer
Since June, 2011
Gregory T. Pusch
1050 17th Street,
Suite 1710
Denver, CO 80265
1966
Chief Compliance Officer
Since March, 2017
 
The principal occupations of the Trustees and Executive Officers of the Fund during the past five years and public directorships held by the Trustees are set forth below:
 
Stephen C. Rogers*
Chief Executive Officer, Shelton Capital Management, 1999 to present. ETF Spreads, 2007 to present.
Kevin T. Kogler
President & Founder of MicroBiz LLC, 2012 to present; Principal, Robertson Piper Software Group, 2006 to 2012; Senior Vice President, Investment Banking, Friedman, Billings Ramsey, 2005 to 2006. ETF Spreads, 2007 to present.
Marco L. Quazzo
Principal, Bartko Zankel Bunzel & Miller, March, 2015 to present; Partner, Barg Coffin Lewis & Trapp LLP (law firm), 2008 to March 2015.
Stephen H. Sutro
Managing Partner, Duane Morris LLP (law firm), 2014 to present; Partner, Duane Morris LLP (law firm), 2003 to Present. ETF Spreads, 2007 to present.
William P. Mock
Portfolio Manager, Shelton Capital Management, 2010 to present; Portfolio Manager, ETSpreads, 2007 to present.
Gregory T. Pusch
Global Head of Risk & Compliance, Matthews Asia 2015-2016; Head of Legal & Regulatory Compliance/CCO, HarbourVest Partners, 2012-2015.
 
Additional information about the Trustees may be found in the SAI, which is available without charge by calling (800) 955-9988.
 

*
Trustee deemed to be an “interested person” of the Trust, as defined in the Investment Company Act of 1940. Mr. Rogers is an interested person because he is the CEO of Shelton Capital Management, the Trust’s Advisor and Administrator.
 
24
 

Board Approval of the Advisory Agreement (Unaudited)
June 30, 2017
 
SCM TRUST BOARD APPROVAL OF THE MANAGEMENT AGREEMENT – SHELTON GREATER CHINA FUND
 
The 1940 Act requires that the full Board and a majority of the Independent Trustees annually approve the continuation of the Trust’s Management Agreement dated June 12, 2011 between SCM Trust and CCM Partners D/B/A Shelton Capital Management (“SCM”) (the “Management Agreement”), with respect to the Shelton Greater China Fund. At a meeting held in-person on February 9, 2017, the Board, including a majority of the Independent Trustees of the SCM Trust, on behalf of the Shelton Greater China Fund (the “Fund”), considered and approved the continuance of the Management Agreement with respect to the Fund with CCM Partners D/B/A Shelton Capital Management for an additional one-year period ending March 31, 2018.
 
Prior to the meeting, the Independent Trustees requested information from SCM. This information, together with other information provided by SCM, and the information provided to the Independent Trustees throughout the course of the year, formed the primary (but not exclusive) basis for the Board’s determinations as summarized below. In addition to the information identified above, other material factors and conclusions that formed the basis for the Board’s subsequent approval are described below.
 
Information Received
 
Materials Received. During the course of each year, the Independent Trustees receive a wide variety of materials relating to the services provided by SCM, including reports on the Fund’s investment results; portfolio composition; third party fund rankings; investment strategy; portfolio trading practices; shareholder services; and other information relating to the nature, extent and quality of services provided by SCM. In addition, the Board requests and reviews supplementary information that includes materials regarding the Fund’s investment results, advisory fee and expense comparisons, the costs of operating the Fund and financial and profitability information regarding SCM (the principal business activity of which is managing the Fund and other investment companies and separately managed accounts), description of various functions such as compliance monitoring and portfolio trading practices, and information about the personnel providing investment management services to the Fund.
 
Review Process. The Board received assistance and advice regarding legal and industry standards from independent legal counsel to the Independent Trustees. The Board discussed the renewal of the Management Agreement with SCM representatives and in a private session with independent legal counsel at which representatives of SCM were not present. In deciding to approve the renewal of the Management Agreement, the Independent Trustees considered the total mix of information requested by and made available to them and did not identify any single issue or particular information that, in isolation, was the controlling factor. This summary describes the most important, but not all, of the factors considered by the Board.
 
Nature, Extent and Quality of Services
 
The Board considered the depth and quality of SCM’s investment management process; the experience, capability and integrity of its senior management and other personnel; operating performance and the overall financial strength and stability of its organization. The Board also considered that SCM made available to its investment professionals a variety of resources relating to investment management, compliance, trading, performance and portfolio accounting. The Board further considered SCM’s continuing need to attract and retain qualified personnel and, noting SCM’s additions over recent years, determined that SCM was adequately managing matters related to the Fund.
 
The Board considered, in connection with the performance of its investment management services to the Fund, the following: SCM’s policies, procedures and systems to ensure compliance with applicable laws and regulations and its commitment to these programs; its efforts to keep the Trustees informed; and its attention to matters that may involve conflicts of interest with the Fund. As a point of comparison, the Board also considered the nature, extent, quality and cost of certain non-investment related administrative services provided by SCM to the Fund under the Restated Fund Administration Servicing Agreement.
 
The Board concluded that SCM had the quality and depth of personnel and investment methods essential to performing its duties under the Management Agreement, and that the nature, extent and overall quality of such services are satisfactory and reliable.
 
Investment Performance
 
The Board considered the Fund’s investment results in comparison to its stated investment objectives. The Trustees reviewed the short-term and long-term performance of the Fund on both an absolute basis and in comparison to benchmark indices. The Trustees also reviewed Morningstar rankings for the Fund, as applicable. In assessing performance of the Fund, the Trustees took into consideration the fact that Fund performance is expected to mirror the appropriate benchmark as closely as possible given certain practical constraints imposed by the 1940 Act, the Fund’s investment restrictions, the Fund’s size and similar factors. Among the factors considered in this regard was that the Fund’s performance was in the first quartile for the 1-year period, the second quartile for the 3-year period, and in the fourth quartile over the 5-year and 10-year periods.
 
The Board received a satisfactory explanation of the reasons underlying the long-term performance of the Fund. The Board ultimately concluded that SCM’s performance record in managing the Fund was satisfactory, supporting the determination that SCM’s continued management under the Management Agreement would be consistent with the best interests of the Fund and its shareholders.
 
Management Fees and Total Operating Expenses
 
The Board reviewed the management fees and total operating expenses of the Fund and compared such amounts with the management fees and total operating expenses of other funds in the industry that are found within the same style category, or peer group, as defined by Bloomberg. While the Board recognized that comparisons between the Fund and peer group funds may be imprecise, given the different service levels and characteristics of mutual funds and the different business models and cost structures of their investment advisors, the comparative information assisted the Board in evaluating the reasonableness of the Fund’s management fees and total operating expenses. The Board considered the advisory fees and total fees and expenses of the Fund in comparison to the advisory fees and other fees and expenses of other funds in the Fund’s relevant peer group. The Trustees considered both the gross advisory fee rates, as well as the effective advisory rates charged by SCM after taking into consideration the expense limitation arrangements and voluntary fee waivers. The Board noted the voluntary advisory fee limitation that SCM had put into effect with respect to the Fund.
 
25
 

Board Approval of the Advisory Agreement (Unaudited) (Continued)
June 30, 2017
 
Adviser Costs, Level of Profits, Economies of Scale and Ancillary Benefits
 
The Board reviewed information regarding SCM’s costs of providing services to the Fund, as well as the resulting level of profits to SCM. The Independent Trustees received financial and other information from SCM, in addition to a representation from SCM that its profits were not excessive and that SCM’s profitability was low by industry standards. The Board noted its intention to continue to monitor assets under management, and the resulting impact on SCM’s profitability, in order to ensure that SCM has sufficient resources to continue to provide the services that shareholders in the Fund require. The Board considered SCM’s need to invest in technology, data services, infrastructure and staff to provide the expected quality of investment advisory services to the Fund. The Trustees also noted that SCM has contractually agreed to limit its advisory fees on the Fund so that the Fund does not exceed its specified operating expense limitations, and that SCM has imposed a voluntary fee limitation. Such voluntary fee limitation may be decreased or eliminated by SCM upon approval of the Board. The Board also considered that SCM does not receive substantial indirect benefits from managing the Fund (one example of an indirect benefit is research paid for by Fund brokerage commissions – SCM currently does not utilize soft-dollar arrangements or enjoy the benefit of such arrangements). On the basis of the foregoing, together with the other information provided to it at the meeting and throughout the year, the Board concluded that the Fund’s cost structure was reasonable.
 
Conclusions
 
Based on their review, including but not limited to their consideration of each of the factors referred to above, the Board concluded that the Management Agreement, taking into account the separate administration fees, is and would be fair and reasonable to the Fund and its shareholders, that the Fund’s shareholders received or should receive reasonable value in return for the advisory fees and other amounts paid to SCM by the Fund, and that the renewal of the Management Agreement was in the best interests of the Fund and its shareholders.
 
SCM TRUST BOARD APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT – SHELTON BDC INCOME FUND, SHELTON REAL ESTATE INCOME FUND
 
The Board, including a majority of the Independent Trustees, on behalf of each of the Funds, considered and approved the Investment Advisory Agreement with respect to each Fund to become effective upon launch of each Fund. The Board’s decision to approve the Investment Advisory Agreement reflects the exercise of its business judgment on whether to authorize the creation and offering of these new series of the Trust which comprise the Funds, as proposed by, and based on information requested by the Board and provided by, Shelton and based on Shelton’s recommendation to go forward with each of the Funds.
 
Prior to the meeting, the Independent Trustees requested information from Shelton. This information formed the primary (but not exclusive) basis for the Board’s determinations as summarized below. In addition to the information identified above, other material factors and conclusions that formed the basis for the Board’s subsequent approval are described below.
 
Materials Received. During the course of each year, the Independent Trustees receive a wide variety of materials relating to the services provided by Shelton to the other series of the Trust, and to funds advised by Shelton in a related trust for which the Board also serves. That information includes reports on each such fund’s investment results; portfolio composition; third party fund rankings; investment strategy; portfolio trading practices; shareholder services; and other information relating to the nature, extent and quality of services provided by Shelton to those funds. In addition, the Board requests and reviews supplementary information that includes materials regarding each such fund’s investment results, advisory fee and expense comparisons, the costs of operating those funds and financial and profitability information regarding Shelton (the principal business activity of which is managing the funds), description of various functions such as compliance monitoring and portfolio trading practices, and information about the personnel providing investment management services to each fund. As such, the Board, and the Independent Trustees, are acquainted with Shelton and its performance of investment management services for registered investment companies. For the meeting at which the Advisory Agreement was approved, the Independent Trustees requested information regarding Shelton’s financial condition and profitability, services, operations and personnel, and compliance procedures.
 
Review Process. The Board received assistance and advice regarding legal and industry standards from independent legal counsel to the Independent Trustees. The Board discussed the approval of the Investment Advisory Agreement both with Shelton representatives and in a private session with independent legal counsel at which representatives of Shelton were not present. In deciding to approve the Investment Advisory Agreement, the Independent Trustees considered the total mix of information requested by and made available to them and did not identify any single issue or particular information that, in isolation, was the controlling factor. This summary describes the most important, but not all, of the factors considered by the Board.
 
Nature, Extent and Quality of Services
 
Shelton, its Personnel and its Resources. The Board considered the depth and quality of Shelton’s investment management process; the experience, capability and integrity of its senior management and other personnel; operating performance and the overall financial strength and stability of its organization. The Board also considered that Shelton made available to its investment professionals a variety of resources relating to investment management, compliance, trading, performance and portfolio accounting. The Board further considered Shelton’s continuing need to attract and retain qualified personnel and, noting Shelton’s additions over recent years, determined that Shelton was adequately managing matters related to the existing series of the Trust and would be expected to make appropriate investments for the Funds. Because each of the Funds will employ the same investment strategy of the predecessor funds and, except for the Shelton BDC Income Fund, the same key management personnel, the nature and quality of the management of each Fund is expected to reflect that of the predecessor fund. This, in turn, assisted the Board in reaching a conclusion that the nature, extent and quality of Shelton’s services were such as to warrant approval of the Investment Advisory Agreement.
 
Other Services. The Board considered, in connection with the performance of its investment management services to the other series of the Trust, and the services to be provided to the Funds, the following: Shelton’s policies, procedures and systems to ensure compliance with applicable laws and regulations and its commitment to these programs; its efforts to keep the Board informed; and its attention to matters that may involve conflicts of interest with the Funds. As a point of comparison, the Board also considered the nature, extent, quality and cost of certain non-investment related administrative services provided by Shelton to the Funds under the administration servicing agreements.
 
26
 

Board Approval of the Advisory Agreement (Unaudited) (Continued)
June 30, 2017
 
The Board concluded that Shelton had the quality and depth of personnel and investment methods essential to performing its duties under the Investment Advisory Agreement, and that the nature, extent and overall quality of such services are satisfactory and reliable.
 
Investment Performance. The Board considered that there is no performance history at the time of the meeting for the Funds.
 
Management Fees and Total Operating Expenses. The Board reviewed the proposed management fees and proposed total operating expenses of each Fund with Shelton, and compared such amounts with the management fees and total operating expenses of other funds in the industry. The Trustees considered both the gross advisory fee rates, as well as the effective advisory rates proposed to be charged by Shelton after taking into consideration the expense limitation arrangements and voluntary fee waivers. The Board noted that the total net management fees charged to each Fund, after taking into account these expense limitations and voluntary waivers, appeared to be competitive with comparable funds. The Trustees noted the Funds would be paying for certain administrative services provided to the Funds by Shelton under the fund administration servicing agreement that would take effect upon the transition of the Funds to the SCM Trust.
 
Adviser, Costs, Level of Profits, Economies of Scale and Ancillary Benefits. The Board reviewed information regarding Shelton’s anticipated costs of providing services to the Funds, as well as the resulting level of profits to Shelton. The Independent Trustees received financial and other information from Shelton, in addition to a representation from Shelton that its profits were not excessive and that Shelton’s profitability was low by industry standards. The Board noted its intention to monitor assets under management, and the resulting impact on Shelton’s profitability, in order to ensure that Shelton has sufficient resources to provide the services that shareholders in the Funds require. The Board considered Shelton’s need to invest in technology, data services, infrastructure and staff to provide the expected quality of investment advisory services to the Funds. The Board also noted that Shelton has contractually agreed to limit its advisory fees on the Funds so that those Funds do not exceed their respective specified operating expense limitations. Such voluntary fee limitations may be decreased or eliminated at the option of Shelton in the future, a factor that was also considered by the Board. The Board considered possible indirect benefits that may accrue to Shelton as a result of the acquisition, and concluded that it was very difficult to determine whether any such benefits would accrue before the Funds have experienced any meaningful operating history. Nevertheless, in connection with its governance of the other series of the Trust, the Board regularly receives financial information regarding Shelton and the compensation and benefits that Shelton derives from its relationship with that fund, and noted that Shelton does not presently receive substantial indirect benefits from managing the other series of the Trust (one example of an indirect benefit is research paid for by Fund brokerage commissions – Shelton currently does not utilize soft-dollar arrangements or enjoy the benefit of such arrangements). On the basis of the foregoing, together with the other information provided to it at the June 28th, 2016 meeting and throughout the year, the Board concluded that the advisory fee to be charged to each Fund was reasonable in relation to the services to be provided.
 
Conclusions. Based on their review of the totality of the circumstances and relevant factors, the Board’s decision to approve the proposed Investment Advisory Agreement with respect to each of the Funds reflected its determination that, based upon the information requested and supplied, Shelton’s proposal to establish and maintain each Fund, and its past performance and actions in providing services to other mutual funds (which the Board has found to be satisfactory), provide a reasonable basis to support the business judgment to approve the proposed Investment Advisory Agreement and other proposed arrangements.
 
27
 

 
 
 
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ITEM 2. CODE OF ETHICS.
 
Not applicable for semi-annual report.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
 
Not applicable for semi-annual report.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 
Not applicable for semi-annual report.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
 
Not applicable for semi-annual report.

ITEM 6. SCHEDULE OF INVESTMENTS.
 
(a)
Investments in securities of unaffiliated issuers as of the close of the reporting period are included as part of the report to shareholders filed under Item 1 of this Form N-CSR.
(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.
 
There have been no material changes to the procedures by which the shareholders may recommend nominees to the Registrant's board of trustees since the Registrant last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A or this Item.
 
ITEM 11. CONTROLS AND PROCEDURES.
 
(a)  
The Registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c)) are effective as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b)
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act that occurred during the Registrant's last fiscal half-year (the Registrant's second fiscal half- year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting

ITEM 12. EXHIBITS.
 
(a)(1)
Code of Ethics not applicable for semi-annual report.
(a)(2)
Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002, as amended (“SOX”), are filed as Exhibit 12(a)(2) to this Form N-CSR.
(b)
Certifications required by Rule 30a-2(b) under the 1940 Act, Section 906 of SOX, Rule 13a-14(b) under the Exchange Act, and Section 1350 of Chapter 63 of Title 18 of the United States Code are furnished as Exhibit 12(b) to this Form N-CSR.
 

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.

Shelton Greater China Fund

By
/s/ Stephen C. Rogers
 
 
Stephen C. Rogers, Chairman
 
 
Date: September 1, 2017
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By
/s/ Stephen C. Rogers
 
 
Stephen C. Rogers, Chairman
 
 
Date: September 1, 2017
 
     
By
/s/ William P. Mock
 
 
William P. Mock, Treasurer
 
 
Date: September 1, 2017