N-CSRS 1 avf-ncsrs.htm AEGIS VALUE FUND SEMIANNUAL REPORT 6-30-18
As filed with the U.S. Securities and Exchange Commission on September 10, 2018
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES




Investment Company Act file number 811-21399



The Aegis Funds
(Exact name of registrant as specified in charter)



6862 Elm Street, Suite 830, McLean, VA 22101
(Address of principal executive offices) (Zip code)



Scott L. Barbee
6862 Elm Street, Suite 830, McLean, VA 22101
(Name and address of agent for service)



(703) 528-7788
Registrant's telephone number, including area code



Date of fiscal year end: December 31, 2018



Date of reporting period: June 30, 2018



Item 1. Reports to Stockholders.
 
 
 







 
AEGIS Value Fund
 
Class A (AVFAX)
 
Class I (AVALX)
   
   
 
SEMI-ANNUAL REPORT
 
June 30, 2018
   
   
   
   
   
   
   
 

 

Shareholders’ Letter
(Unaudited)
August 3, 2018
 
To the Shareholders of the Aegis Funds:
 
We are pleased to present the Aegis Value Fund’s Semi-Annual Report for the six months ended June 30, 2018.
 
If at any time you would like further information about the Fund, please go to our website at www.aegisfunds.com for a more detailed look at our market commentary and the Fund’s performance record.  We will briefly review the objective and strategy of the Fund.
 
The Aegis Value Fund seeks to achieve long-term, capital appreciation. Our strategy is to invest in a well- researched portfolio of small-cap equities trading at a fraction of their intrinsic worth. We believe the equity markets are often inefficient, and we employ a contrarian, company-focused approach, selecting each stock individually on its own merit. We purchase shares in companies when we judge share prices to be significantly undervalued relative to our assessment of fundamental value, focusing on stocks trading at low price-to-book or price-to- future cash flow ratios, segments of the market where academic research shows historical returns have significantly outpaced the overall market. We often invest in companies when they are misunderstood, out of favor, or neglected, and generally hold these companies until share prices reach our estimate of intrinsic value.
 
Performance
 
   
Annualized
           
Since
Since
 
Six
One
Three
Five
Ten
I Share
A Share
 
Months
Year
Year
Year
Year
Inception*
Inception*
Aegis Value Fund Cl. I
4.83%
27.30%
15.79%
  5.71%
  8.61%
10.32%
N/A
Aegis Value Fund
             
  Cl. A at NAV
4.66%
26.96%
15.54%
N/A
N/A
N/A
  3.72%
Aegis Value Fund
             
  Cl. A W/Load
0.74%
22.18%
14.08%
N/A
N/A
N/A
  2.81%
Russell 2000 Value Index
5.44%
13.10%
11.22%
11.18%
  9.88%
  8.46%
  8.89%
S&P 500 Index
2.65%
14.37%
11.93%
13.42%
10.17%
  6.55%
11.62%
__________
 
*
The inception date for AVALX (Class I) is 05/15/1998. The inception date for AVFAX (Class A) is 02/26/2014.
 
Performance data quoted represents past performance. Past performance does not guarantee future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please call 800-528-3780 to obtain performance data current to the most recent month-end. The Aegis Value Fund Class I and Class A have an annualized gross expense ratio of 1.53% and 1.70%, respectively per the Fund’s most recent Prospectus. The Aegis Value Fund Class I and Class A’s net annualized expense ratio, after fee waivers, is 1.50%, and 1.75%, respectively. Please refer to the Fund’s most recent financial highlights table in this Annual Report, which contains a more recent net expense ratio. Under the waiver, the Advisor has contractually agreed to limit certain fees and/or reimburse certain of the Fund’s expenses through April 30, 2019. Performance data for the AVFAX shares reflect the Class A maximum sales charge of 3.75%. Performance data shown for the Class A-at NAV does not reflect the maximum sales charge.  If reflected, total return would be reduced.
 
 
2


 
Aegis Value Fund
 
Class I
 
Class A
Net Assets
 
$152.6 Million
   
$0.8 Million
 
NAV / Share
 
 
$20.61
   
 
$20.44
 
Net Expense Ratio*
   
1.50
%
   
1.75
%
Management Fee
   
1.20
%
   
1.20
%
Distribution Fee (12b-1)
 
None
     
0.25
%
Redemption Fee
 
None
   
None
 
Income & capital gain distributions per share
 
None
   
None
 
__________
 
*
As reported in the Fund’s Prospectus dated April 30, 2018.
 
From inception of the Aegis Value Fund’s Class I shares on May 15, 1998 through June 30, 2018, the Fund Class I shares have posted a cumulative gain of 622.14%, compared to a cumulative gain of 413.05% in our primary small-cap benchmark, the Russell 2000 Value Index. During the same period, the Russell 2000 Index of small-cap stocks posted a cumulative gain of 354.26%, and the S&P 500 Index of large cap stocks posted a cumulative gain of 258.52%.
 
From inception of the Aegis Value Fund’s Class A shares on February 26, 2014 through June 30, 2018, the Fund Class A shares have posted a cumulative gain of 17.16% at net asset value, compared to a cumulative gain of 44.74% in our primary small-cap benchmark, the Russell 2000 Value Index. During the same period, the Russell 2000 Index of small-cap stocks posted a cumulative gain of 47.64%, and the S&P 500 Index of large cap stocks posted a cumulative gain of 61.11%.
 
For the six-month period ended June 30, 2018, the Fund Class I shares gained 4.83%, underperforming the Russell 2000 Value Index, which increased 5.44%. The Russell 2000 Index gained 7.66% while the S&P 500 Index gained 2.65% over the same period. Fund  performance was most positively impacted by its largest holding, Alliance One International.  Shares of the tobacco leaf processor soared in February and March after releasing fourth quarter results that included a disclosure that the company was entering the Canadian cannabis market.  The Fund used the price appreciation as an opportunity to realize gains by selling a significant portion of its Alliance One position.  In total, Alliance One contributed an estimated 5.7% to Fund returns in the first half of 2018.  WPX Energy and gold miner Brio Gold each also contributed over one percent to Fund returns during the period.  After a strong 2017, Alaska Communications gave back some of its gains, reducing Fund returns by almost two percent in the first half of 2018.  Precious metals miner Alio Gold also meaningfully negatively impacted Fund returns by approximately 1.6% during the period.
 
A more in-depth review of the Fund’s performance, outlook and general market commentary can be found in the first half 2018 Manager’s Letter. For those of you who do not automatically receive our manager’s letters in the mail from your broker, they are available on our website at www.aegisfunds.com or by calling us at 800-528-3780. However, please be aware that these manager’s letters are not a part of the SEC-mandated Semi-Annual Report contained in this booklet. We thank you for your continued interest.
 
Aegis Financial Corporation
 
Scott L. Barbee, CFA
Portfolio Manager
 

 
3

Must be preceded or accompanied by Prospectus.
 
Opinions expressed are subject to change at any time, are not guaranteed and should not be considered investment advice.
 
Any recommendation made in this report may not be suitable for all investors. This presentation does not constitute a solicitation or offer to purchase or sell any securities.
 
Mutual fund investing involves risk. Principal loss is possible. Investments in foreign securities involve greater volatility and political, economic and currency risks and differences in accounting methods. Investments in small and mid-cap companies involve additional risks such as limited liquidity and greater volatility. Investment concentration in a particular sector involves risk of greater volatility and principal loss. Value stocks may fall out of favor with investors and underperform growth stocks during given periods.
 
Russell 2000 Value Index: A market-capitalization weighted equity index maintained by the Russell Investment Group and based on the Russell 2000 Index, which measures how U.S. stocks in the equity value segment perform.
 
Russell 2000 Index: An index of approximately 2000 of the smallest securities based on a combination of their market cap and current index membership, which measures the performance of the small-cap segment of the U.S. equity universe.
 
S&P 500 Index: An index of 500 stocks chosen for market size, liquidity and industry grouping, among other factors. The S&P 500 is designed to be a leading indicator of U.S. equities and is meant to reflect the risk/return characteristics of the large cap universe. One cannot invest directly in an index.
 
Price-to-Book: A ratio used to compare a stock’s market value to its book value. It is calculated by dividing the current closing price of the stock by the latest quarter’s book value per share.
 
Price-to-Future Cash Flow: A measure of the market’s expectations of a firm’s future financial health. Because this measure deals with cash flow, the effects of depreciation and other non-cash factors are removed.
 
An investment cannot be made directly in an index.
 
Fund holdings, sector allocations, and geographic allocations are subject to change and are not a recommendation to buy or sell any security. Please see the schedule of portfolio investments provided in this report for the complete listing of Fund holdings.
 
Fund Distributor: Quasar Distributors, LLC. Quasar Distributors, LLC is affiliated with U.S. Bancorp Fund Services, LLC.
 
 

4

About Your Fund’s Expenses
June 30, 2018
(Unaudited)
 

 
Important Note
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and CDSC redemption fees, and (2) ongoing costs, including advisory fees, distribution (12b-1) fees (Class A only) and other Fund expenses. If you purchase Class A shares of the Fund you will pay an initial sales charge of 3.75% when you invest. Class I shares of the Fund charge no sales load.
 
This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, January 1, 2018 – June 30, 2018, for the Aegis Value Fund Class I and Class A.
 
Actual expenses
The table below provides information about actual account values and actual expenses.
 
Hypothetical example for comparison purposes
The below table also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
 
Please note that the expenses shown in the table are meant to highlight your ongoing costs only, and do not reflect any transactional cost, such as sales charges (loads), or redemption fees (if applicable). Therefore, the hypothetical section of the tables is useful in comparing ongoing cost only, and will not help you determine the relative total cost of owning different funds. In addition, if these transactional costs were included, your cost would have been higher.
 
       
Hypothetical
       
(5% annual return
   
Actual
before expenses)
 
Beginning
Ending
 
Ending
 
 
Account
Account
Expenses
Account
Expenses
 
Value
Value(1)
Paid During
Value
Paid During
 
1/1/18
6/30/18
Period
6/30/18
Period
Aegis Value Fund – Class A
$1,000.00
$1,046.60
$8.88(2)
$1,016.12
$8.75(2)
Aegis Value Fund – Class I
$1,000.00
$1,048.30
$7.62(3)
$1,017.36
$7.50(3)
__________
 
(1)
The actual ending account value is based on the actual total return of the Fund for the period January 1, 2018 to June 30, 2018 after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s actual expense ratio and a hypothetical annual return of 5% before expenses.
(2)
Expenses are equal to the Fund’s annualized expense ratio (1.75%) multiplied by the average account value over the period, multiplied by 181/365 (to reflect the period between 1/1/2018 – 6/30/2018).
(3)
Expenses are equal to the Fund’s annualized expense ratio (1.50%) multiplied by the average account value over the period, multiplied by 181/365 (to reflect the period between 1/1/2018 – 6/30/2018).
 
Please see performance data disclosure on page 2.
 

5

Key Statistics (Unaudited)
 
Result of a $10,000 Investment in Aegis Value Fund – Class A
(assumes investment made on February 26, 2014)




 
Result of a $1,000,000 Investment in Aegis Value Fund – Class I
(assumes investment made on June 30, 2008)



 

6

Aegis Value Fund
Portfolio Characteristics
June 30, 2018
(Unaudited)

Industry Breakdown
   
% of the Fund’s Net Assets
 
Common Stocks
               
75.2
%
Consumer Discretionary
         
4.7
%
       
Auto Components
   
0.2
%
               
Hotels, Restaurants & Leisure
   
0.2
%
               
Household Durables
   
1.3
%
               
Textiles, Apparel & Luxury Goods
   
3.0
%
               
Consumer Staples
           
3.6
%
       
Tobacco
   
3.6
%
               
Energy
           
11.0
%
       
Energy Equipment & Services
   
5.6
%
               
Oil, Gas & Consumable Fuels
   
5.4
%
               
Financials
           
4.9
%
       
Banks
   
2.0
%
               
Insurance
   
2.9
%
               
Industrials
           
7.2
%
       
Trading Companies & Distributors
   
7.2
%
               
Materials
           
40.8
%
       
Construction Materials
   
0.7
%
               
Metals & Mining
                       
   Copper
   
2.3
%
               
   Diversified Metals & Mining
   
4.9
%
               
   Gold, Silver & Precious Metals & Minerals
   
17.5
%
               
   Mining Services
   
4.1
%
               
Paper & Forest Products
   
11.3
%
               
Real Estate
           
0.0
%
       
Real Estate Management & Development
   
0.0
%
               
Telecommunication Services
           
3.0
%
       
Diversified Telecommunication Services
   
3.0
%
               
Warrants
                   
0.4
%
Materials
           
0.4
%
       
Metals & Mining
                       
  Gold, Silver & Precious Metals & Minerals
   
0.4
%
               
Short-Term Investments
                   
24.2
%
United States Treasury Bills
           
24.2
%
       
Other Assets in Excess of Liabilities
                   
    0.2
%
Total Net Assets
                   
100.0
%

7

Aegis Value Fund
Schedule of Portfolio Investments
June 30, 2018
(Unaudited)

      
Shares
   
Value
 
Common Stocks – 75.2%
             
               
Consumer Discretionary – 4.7%
             
               
Auto Components – 0.2%
             
Sypris Solutions, Inc.(1)
     
208,482
   
$
341,911
 
                   
Hotels, Restaurants & Leisure – 0.2%
                 
Luby’s, Inc.(1)
     
116,431
     
301,556
 
                   
Household Durables – 1.3%
                 
Natuzzi S.p.A. – SP ADR(1)(2)(5)
     
54,922
     
89,523
 
Taylor Morrison
                 
  Home Corp. – Class A(1)
     
90,914
     
1,889,193
 
               
1,978,716
 
Textiles, Apparel & Luxury Goods – 3.0%
                 
Delta Apparel, Inc.(1)
     
241,186
     
4,666,949
 
Total Consumer Discretionary
             
7,289,132
 
                   
Consumer Staples – 3.6%
                 
 
                 
Tobacco – 3.6%
                 
Alliance One International, Inc.(1)
     
347,929
     
5,514,675
 
                   
Energy – 11.0%
                 
                   
Energy Equipment & Services – 5.6%
                 
Aveda Transportation &
                 
  Energy Services Inc.(1)(4)(6)
CAD
   
1,798,280
     
191,503
 
Deep Down, Inc.(1)(3)
     
762,832
     
625,446
 
Mitcham Industries, Inc.(1)(3)
     
639,809
     
2,572,032
 
Parker Drilling Co.(1)
     
1,099,113
     
417,663
 
Strad Energy Services Ltd.(1)(3)
CAD
   
3,480,689
     
4,103,806
 
Xtreme Drilling Corp.(1)
CAD
   
402,993
     
652,930
 
               
8,563,380
 
Oil, Gas & Consumable Fuels – 5.4%
                 
Ardmore Shipping Corp(1)(2)
     
149,640
     
1,227,048
 
WPX Energy, Inc.(1)
     
391,613
     
7,060,782
 
               
8,287,830
 
Total Energy
             
16,851,210
 

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

8

Aegis Value Fund
Schedule of Portfolio Investments
June 30, 2018
(Unaudited)

      
Shares
   
Value
 
Financials – 4.9%
             
               
Banks – 2.0%
             
Bank of Cyprus Holdings PLC(1)(5)
EUR
   
1,079,579
   
$
3,021,398
 
                   
Insurance – 2.9%
                 
Conifer Holdings, Inc.(1)(3)
     
704,694
     
4,439,572
 
Total Financials
             
7,460,970
 
                   
Industrials – 7.2%
                 
                   
Trading Companies & Distributors – 7.2%
                 
AerCap Holdings NV(1)(2)
     
67,719
     
3,666,984
 
Fly Leasing Ltd. – ADR(1)(2)
     
518,271
     
7,302,438
 
Total Industrials
             
10,969,422
 
                   
Materials – 40.8%
                 
                   
Construction Materials – 0.7%
                 
Select Sands Corp(1)
CAD
   
3,400,000
     
1,125,014
 
                   
Metals & Mining – 28.8%
                 
                   
  Copper – 2.3%
                 
  Nevsun Resources Ltd.(2)
     
1,003,864
     
3,483,408
 
                   
  Diversified Metals & Mining – 4.9%
                 
  Amerigo Resources Ltd.(1)(3)
CAD
   
9,907,901
     
7,461,166
 
  Solitario Zinc Corp.(1)
     
218,826
     
94,204
 
 
             
7,555,370
 
  Gold, Silver & Precious
                 
    Metals & Minerals – 17.5%
                 
  Alacer Gold Corp.(1)
CAD
   
488,679
     
903,275
 
  Alio Gold Inc.(1)
CAD
   
2,488,507
     
3,615,448
 
  Continental Gold, Inc.(1)
CAD
   
945,014
     
2,724,378
 
  Dundee Precious Metals Inc.(1)
CAD
   
2,062,765
     
4,926,849
 
  Endeavour Mining Corp.(1)
CAD
   
112,332
     
2,015,679
 
  GoldQuest Mining Corp.(1)
CAD
   
2,849,300
     
411,795
 
  Leagold Mining Corp.(1)
CAD
   
2,620,436
     
5,162,536
 
  Lion One Metals Ltd.(1)
CAD
   
2,946,322
     
1,299,864
 
  Lydian International, Ltd.(1)
CAD
   
8,545,498
     
2,275,073
 
  Minera Alamos Inc.(1)
CAD
   
5,857,889
     
556,982
 

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

9

Aegis Value Fund
Schedule of Portfolio Investments
June 30, 2018
(Unaudited)

      
Shares
   
Value
 
  Gold, Silver & Precious
             
    Metals & Minerals – 17.5% (Continued)
             
  Orezone Gold Corp.(1)
CAD
   
1,422,426
   
$
876,404
 
  SilverCrest Metals, Inc.(1)
CAD
   
350,000
     
729,472
 
  Superior Gold, Inc.(1)
CAD
   
813,862
     
755,267
  
  Wesdome Gold Mines Ltd.(1)
CAD
   
272,602
     
636,586
 
               
26,889,608
 
  Mining Services – 4.1%
                 
  Geodrill Ltd.(1)(3)
CAD
   
3,841,782
     
6,282,913
 
  Total Metals & Mining
             
44,211,299
 
                   
Paper & Forest Products – 11.3%
                 
Conifex Timber, Inc.(1)
CAD
   
1,000,000
     
4,472,673
 
Interfor Corp.(1)
CAD
   
43,682
     
838,984
 
Mercer International, Inc.
     
190,858
     
3,340,015
 
Resolute Forest Products, Inc.(1)
     
676,577
     
7,002,572
 
Verso Corp. – Class A(1)
     
74,272
     
1,616,159
 
Total Paper & Forest Products
             
17,270,403
 
Total Materials
             
62,606,716
 
                   
Real Estate – 0.0%
                 
                   
Real Estate Management & Development – 0.0%
                 
Public Service Properties
                 
  Investments Ltd.(1)(4)(6)
GBP
   
5,582
     
24,679
 
                   
Telecommunication Services – 3.0%
                 
                   
Diversified Telecommunication Services – 3.0%
                 
Alaska Communications
                 
  Systems Group, Inc.(1)
     
2,632,961
     
4,660,341
 
Total Common Stocks (Cost $99,918,110)
             
115,377,145
 

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

10

Aegis Value Fund
Schedule of Portfolio Investments
June 30, 2018
(Unaudited)

      
Shares
   
Value
 
Warrants – 0.4%
             
               
Materials – 0.4%
             
               
Metals & Mining – 0.4%
             
               
Gold, Silver & Precious Metals &
             
  Minerals – 0.4%
             
Alio Gold / Rye Patch Gold Corp.,
             
  Exercise Price: $3.44, 01/31/2020(4)(6)
CAD
   
240,000
   
$
40,163
 
Leagold Mining Corp.,
                 
  Exercise Price:
                 
  C$3.70, 05/29/2020(4)(6)
CAD
   
896,725
     
341,051
 
SilverCrest Metals, Inc.,
                 
  Exercise Price:
                 
  C$3.00, 12/19/2019(4)(6)
CAD
   
175,000
     
197,010
 
Total Warrants (Cost $0)
             
578,224
 
      
Principal
         
      
Amount
         
Short-Term Investments – 24.2%
                 
                   
U.S. Treasury Bills – 24.2%
                 
United States Treasury Bill,
                 
  1.688%, 07/05/2018(5)
   
$
500,000
     
499,907
 
United States Treasury Bill,
                 
  1.741%, 07/26/2018(5)
     
4,000,000
     
3,995,209
 
United States Treasury Bill,
                 
  1.801%, 08/02/2018(5)
     
4,750,000
     
4,742,469
 
United States Treasury Bill,
                 
  1.766%, 08/23/2018(5)
     
5,000,000
     
4,987,131
 
United States Treasury Bill,
                 
  1.865%, 09/06/2018(5)
     
3,000,000
     
2,989,701
 
United States Treasury Bill,
                 
  1.880%, 09/27/2018(5)
     
4,750,000
     
4,728,419
 
United States Treasury Bill,
                 
  1.912%, 10/04/2018(5)
     
3,000,000
     
2,985,042
 
United States Treasury Bill,
                 
  1.943%, 10/25/2018(5)
     
4,500,000
     
4,472,184
 
United States Treasury Bill,
                 
  1.994%, 11/08/2018(5)
     
4,500,000
     
4,468,032
 

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

11

Aegis Value Fund
Schedule of Portfolio Investments
June 30, 2018
(Unaudited)

   
Principal
       
   
Amount
   
Value
 
U.S. Treasury Bills – 24.2% (Continued)
           
United States Treasury Bill,
           
  2.042%, 12/06/2018(5)
 
$
3,250,000
   
$
3,221,299
 
Total U.S. Treasury Bills
           
37,089,393
 
Total Short-Term Investments
               
  (Cost $37,093,342)
           
37,089,393
 
Total Investments – 99.8%
               
  (Cost $137,011,452)
           
153,044,762
 
Other Assets in Excess of  Liabilities – 0.2%
           
290,198
 
Net Assets – 100.0%
         
$
153,334,960
 
__________
Percentages are stated as a percent of net assets.
 
(1)
Non-income producing securities.
(2)
Foreign security denominated in U.S. Dollars.
(3)
Affiliated Company – The fund is owner of more than 5% of the outstanding voting securities. See Notes to the Financial Statements for additional information on Investments in Affiliated Companies.
(4)
Security was fair valued in accordance with the policies and procedures approved by the Board of Trustees.
(5)
Level 2 securities.
(6)
Level 3 securities. Value determined using significant unobservable inputs.
ADR — American Depositary Receipt
S.p.A — Limited share company
CAD — Canadian Dollar
EUR — Euro
GBP — British Pound
 
For purposes of this report, the securities in the portfolio have been organized by their respective GICS code.  The Fund does not rely exclusively on GICS Industry classifications for purposes of its industry concentration policy. For example, within the Metals & Mining sector, the Fund utilizes the GICS Sub-Industry classifications, or aggregates thereof as shown above, for purposes of determining compliance with its industry concentration policy. In addition, in cases where a holding has been judged to be misclassified by GICS, or has not been classified by GICS, the Fund uses a Fund-determined GICS framework classification.
 
The Global Industry Classification Standard (GICS®) was developed by and/or is exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

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

12

Aegis Value Fund
Statement of Assets and Liabilities
June 30, 2018
(Unaudited)

Assets
     
Investments in unaffiliated securities, at value (cost $114,824,935)
 
$
127,559,827
 
Investments in affiliated securities*, at value (cost $22,186,517)
   
25,484,935
 
Total investments in securities, at value (cost $137,011,452)
 
$
153,044,762
 
Cash
   
706,548
 
Receivable for investment securities sold
   
498,737
 
Receivable for fund shares sold
   
85,628
 
Prepaid assets
   
53,114
 
Dividends receivable
   
23,857
 
Total Assets
   
154,412,646
 
Liabilities
       
Payable for investment securities purchased
   
635,082
 
Payable for distribution fees
   
6,628
 
Payable for fund shares redeemed
   
251,160
 
Payable to investment adviser
   
166,034
 
Accrued trustee and chief compliance officer fees
   
17,194
 
Other payables
   
1,588
 
Total Liabilities
   
1,077,686
 
Net Assets
 
$
153,334,960
 
Net assets consist of:
       
Paid-in capital
 
$
147,640,427
 
Undistributed net investment loss
   
(2,829,540
)
Accumulated net realized loss on investments
   
(7,509,237
)
Net unrealized appreciation on investments
       
  and foreign currency transactions
   
16,033,310
 
Net Assets 
 
$
153,334,960
 

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

13

Aegis Value Fund
Statement of Assets and Liabilities
June 30, 2018
(Unaudited)

Class A Shares
     
Net Assets
 
$
772,733
 
Authorized (Par value $0.001 per share)
   
100,000,000
 
Outstanding Shares
   
37,806
 
Net asset value, redemption price per share
 
$
20.44
 
Maximum offering price per share, after sales load (96.25/100)
 
$
21.24
**
         
Class I Shares
       
Net Assets
 
$
152,562,227
 
Authorized (Par value $0.001 per share)
   
100,000,000
 
Outstanding Shares
   
7,403,698
 
Net asset value, redemption price and offering price per share
 
$
20.61
 
_______________
*
Please refer to Note 7 for additional details.
**
Reflects a maximum sales charge of 3.75%. A contingent deferred sales charge (CDSC) of 1.00% may be charged on shares redeemed within two years of purchase.
 
 

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

14

Aegis Value Fund
Statement of Operations
For The Six Months Ended June 30, 2018
(Unaudited)

Investment Income
     
Dividends from unaffiliated companies
 
$
75,783
 
Interest income
   
223,824
 
Total investment income
   
299,607
 
Expenses
       
Investment advisory fees (Note 3)
   
823,518
 
Fund servicing fees
   
50,151
 
Transfer agent & custody fees
   
48,926
 
Registration fees
   
24,525
 
Director & chief compliance officer fees
   
21,269
 
Legal fees
   
18,564
 
Insurance fees
   
12,496
 
Audit fees
   
11,670
 
Printing and postage fees
   
8,589
 
Gross Expenses
   
1,019,708
 
Fees recouped (Note 3)
   
10,526
 
Net Expenses
   
1,030,234
 
Net Investment Loss
   
(730,627
)
Realized and unrealized gain on investments
       
  and foreign currency transactions:
       
Net realized gain (loss) from:
       
Investments in unaffiliated companies
   
6,039,513
 
Investments in affiliated companies (Note 7)
   
(4,120,966
)
Net realized gain on investments and foreign currency transactions
   
1,918,547
 
Change in unrealized appreciation/depreciation on:
       
Investments in unaffiliated companies
   
(3,179,287
)
Investments in affiliated companies (Note 7)
   
8,313,865
 
Net change in unrealized appreciation/depreciation
       
  on investments and foreign currency transactions
   
5,134,578
 
Net realized and unrealized gain on investments
       
  and foreign currency transactions
   
7,053,125
 
Net increase in net assets resulting from operations
 
$
6,322,498
 

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

15

Aegis Value Fund
Statements of Changes in Net Assets
 

   
Six Months Ended
   
Year Ended
 
   
June 30, 2018
   
December 31,
 
   
(Unaudited)
   
2017
 
Operations:
           
Net investment loss
 
$
(730,627
)
 
$
(1,608,317
)
Net realized gain on investments
               
  and foreign currency transactions
   
1,918,547
     
5,014,071
 
Net change in unrealized appreciation/
               
  depreciation on investments and
               
  foreign currency transactions
   
5,134,578
     
14,602,858
 
Net increase in net assets
               
  resulting from operations
   
6,322,498
     
18,008,612
 
Capital share transactions
               
Subscriptions – Class A
   
229,173
     
358,306
 
Subscriptions – Class I
   
23,200,656
     
11,186,988
 
Redemptions – Class A
   
(58,501
)
   
(4,440,601
)
Redemptions – Class I
   
(7,019,065
)
   
(37,883,264
)
Net increase (decrease) in net assets resulting
               
  from capital share transactions
   
16,352,263
     
(30,778,571
)
Total Increase (Decrease) in Net Assets
   
22,674,761
     
(12,769,959
)
Net Assets
               
Beginning of period
   
130,660,199
     
143,430,158
 
End of period
 
$
153,334,960
   
$
130,660,199
 
Accumulated net investment
               
  loss at end of period
 
$
(2,829,540
)
 
$
(2,098,913
)
Share information – Class A
               
Subscriptions
   
11,272
     
21,080
 
Redemptions
   
(2,880
)
   
(266,957
)
Net increase (decrease) in shares
   
8,392
     
(245,877
)
Beginning shares
   
29,414
     
275,291
 
Ending shares
   
37,806
     
29,414
 
Share information – Class I
               
Subscriptions
   
1,138,215
     
627,767
 
Redemptions
   
(348,225
)
   
(2,299,587
)(1)
Net increase (decrease) in shares
   
789,990
     
(1,671,820
)
Beginning shares
   
6,613,708
     
8,285,528
 
Ending shares
   
7,403,698
     
6,613,708
 
__________
 
(1)
In the second quarter of 2017, the Aegis Value Fund satisfied redemption requests made by Class I shareholders in the amount of $2,135,465 by distributing the Fund’s portfolio securities in kind to the redeeming shareholders.  The realized gain associated with this transaction was $680,843.

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

16

Aegis Value Fund – Class A
Financial Highlights
 
 
The table below sets forth financial data for a share outstanding in Class A throughout each period:

                           
For the
 
                           
Period from
 
   
For the
                     
February 26, 2014
 
   
Six Months
                     
(Commencement of
 
   
Ended
   
Years Ended
   
Operations) to
 
   
June 30,
   
December 31,
   
December 31,
 
   
2018
   
2017
   
2016
   
2015
   
2014
 
   
(Unaudited)
                         
Per Share Data
                             
Net asset value,
                             
  beginning of period
 
$
19.53
   
$
16.67
   
$
9.92
   
$
13.09
   
$
21.29
 
Income from
                                       
  investment operations:
                                       
Net investment loss(1)
   
(0.13
)
   
(0.27
)
   
(0.20
)
   
(0.10
)
   
(0.16
)
Net realized and unrealized
                                       
  gain (loss) on investments
   
1.04
     
3.13
     
7.18
     
(3.07
)
   
(5.26
)
Total from
                                       
  investment operations
   
0.91
     
2.86
     
6.98
     
(3.17
)
   
(5.42
)
Less distributions to
                                       
  shareholders from:
                                       
Net investment income
   
     
     
(0.23
)
   
     
 
Net realized capital gains
   
     
     
     
     
(2.78
)
Total distributions
   
     
     
(0.23
)
   
     
(2.78
)
Net asset value,
                                       
  end of period
 
$
20.44
   
$
19.53
   
$
16.67
   
$
9.92
   
$
13.09
 
Total investment return(2)
   
4.66
%(3)
   
17.16
%
   
70.41
%
   
-24.22
%
   
-26.01
%(3)
Ratios (to average net
                                       
  assets)/Supplemental data:
                                       
Expenses after reimbursement/
                                       
  recapture and fees paid
   
1.75
%(4)
   
1.75
%
   
1.75
%
   
1.75
%
   
1.75
%(4)
Expenses before reimbursement/
                                       
  recapture and fees paid
   
1.49
%(4)
   
1.70
%
   
1.76
%
   
1.78
%
   
1.79
%(4)
Net investment loss
   
(1.31
)%(4)
   
(1.62
)%
   
(1.35
)%
   
(0.67
)%
   
(1.04
)%(4)
Portfolio turnover(5)
   
25
%(3)
   
15
%
   
37
%
   
30
%
   
32
%(3)
Net assets at
                                       
  end of period (000’s)
 
$
773
   
$
575
   
$
4,590
   
$
140
   
$
258
 
__________
 
(1)
Per share net investment loss was calculated prior to tax adjustment, using average shares method.
(2)
Based on net asset value, which does not reflect the sales charge. With sales charge included, the return is 0.74%, 12.76%, 63.97%, -27.06% and -28.79%, respectively.
(3)
Not Annualized
(4)
Annualized
(5)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

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

17

Aegis Value Fund – Class I
Financial Highlights
 
 
The table below sets forth financial data for a share outstanding in Class I throughout each period:

   
For the
                         
   
Six Months
                         
   
Ended
                         
   
June 30,
   
Years Ended December 31,
 
   
2018
   
2017
   
2016
   
2015
   
2014
 
   
(Unaudited)
                         
Per Share Data
                             
Net asset value,
                             
  beginning of period
 
$
19.67
   
$
16.76
   
$
9.96
   
$
13.12
   
$
21.28
 
Income from
                                       
  investment operations:
                                       
Net investment loss(1)
   
(0.11
)
   
(0.22
)
   
(0.15
)
   
(0.05
)
   
(0.15
)
Net realized and unrealized
                                       
  gain (loss) on investments
   
1.05
     
3.13
     
7.19
     
(3.11
)
   
(5.23
)
Total from
                                       
  investment operations
   
0.94
     
2.91
     
7.04
     
(3.16
)
   
(5.38
)
Less distributions to
                                       
  shareholders from:
                                       
Net investment income
   
     
     
(0.24
)
   
(2) 
   
 
Net realized capital gains
   
     
     
     
     
(2.78
)
Total distributions
   
     
     
(0.24
)
   
     
(2.78
)
Net asset value, end of period
 
$
20.61
   
$
19.67
   
$
16.76
   
$
9.96
   
$
13.12
 
Total investment return
   
4.83
%(4)
   
17.36
%(3)
   
70.81
%(3)
   
-24.00
%
   
-25.82
%(3)
Ratios (to average net assets)/
                                       
  Supplemental data:
                                       
Expenses after reimbursement/
                                       
  recapture and fees paid
   
1.50
%(5)
   
1.50
%
   
1.50
%
   
1.50
%
   
1.46
%
Expenses before reimbursement/
                                       
  recapture and fees paid
   
1.49
%(5)
   
1.53
%
   
1.50
%
   
1.53
%
   
1.47
%
Net investment loss
   
(1.06
)%(5)
   
(1.31
)%
   
(1.10
)%
   
(0.42
)%
   
(0.76
)%
Portfolio turnover(6)
   
25
%(4)
   
15
%
   
37
%
   
30
%
   
32
%
Net assets at
                                       
  end of period (000’s)
 
$
152,562
   
$
130,086
   
$
138,840
   
$
103,529
   
$
160,507
 
__________
(1)
Per share net investment loss was calculated prior to tax adjustments, using average shares method.
(2)
Less than 0.01 per share
(3)
Includes adjustments made to the NAV in accordance with accounting principles generally accepted in the United States and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.
(4)
Not Annualized
(5)
Annualized
(6)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

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

18

Aegis Value Fund – Class I
Financial Highlights – (continued)




   
For the Four
       
   
Months Ended
   
Year Ended
 
   
December 31,
   
August 31,
 
   
2013(1)
   
2013
 
Per Share Data
           
Net asset value, beginning of period
 
$
20.55
   
$
14.56
 
Income from investment operations:
               
Net investment loss(2)
   
(0.06
)
   
(0.02
)
Net realized and unrealized gain on investments
   
1.50
     
6.02
 
Total from investment operations
   
1.44
     
6.00
 
Less distributions to shareholders from:
               
Net investment income
   
(0.03
)
   
(0.01
)
Net realized capital gains
   
(0.68
)
   
 
Total distributions
   
(0.71
)
   
(0.01
)
Net asset value, end of period
 
$
21.28
   
$
20.55
 
Total investment return
   
7.07
%(3)
   
41.23
%
Ratios (to average net assets)/Supplemental data:
               
Expenses after reimbursement
   
1.38
%(4)
   
1.43
%
Expenses before reimbursement
   
1.38
%(4)
   
1.43
%
Net investment loss
   
(0.79
)%(4)
   
(0.09
)%
Portfolio turnover
   
13
%(3)(5)
   
35
%
Net assets at end of period (000’s)
 
$
295,513
   
$
295,513
 
__________
(1)
On October 21, 2013, the Board of Directors approved the change in the fiscal year end to December 31st.
(2)
Per share net investment loss was calculated prior to tax adjustments, using average shares method.
(3)
Not Annualized
(4)
Annualized
(5)
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

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

19

Notes to Financial Statements
June 30, 2018
(Unaudited)

 
1. The Organization
 
The Aegis Funds (comprised of the Aegis Value Fund) (the “Fund”) is registered under the Investment Company Act of 1940 (the “1940 Act”) as a diversified open- end management investment company. The shares of the Aegis Funds are issued in multiple series, with each series, in effect, representing a separate fund.
 
The Aegis Value Fund’s principal investment goal is to seek long-term capital appreciation by investing primarily in common stocks that are believed to be significantly undervalued relative to the market based on a company’s book value, revenues, or cash flow.
 
The Fund currently offers Class A and Class I shares. The Fund’s Class A shares commenced operations February 26, 2014. The Fund’s Class I commenced operations May 15, 1998. Each share class represents an equal pro rata interest in the Fund and provides the shareholder equal voting rights regarding any matters relating solely to that particular class. The Fund’s Class A shares are subject to a 3.75% front end sales load and 1.00% contingent deferred sales charge for redemptions made within 2 years of purchase date.
 
2. Summary of Significant Accounting Policies
 
As an investment company, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2013-08, the Fund follows accounting and reporting guidance under FASB Accounting Standards Codification Topic 946, “Financial Services – Investment Companies”.
 
Security valuation. Investments in securities are valued based on market quotations or on data furnished by an independent pricing service. Investments in securities traded on a national securities exchange (or reported on the NASDAQ National Market) are stated at the last reported sales price or a market’s official close price on the day of valuation; other securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are stated at the last close price, or the average of bid and ask price for NASDAQ National Market securities. Short- term (less than 60 days maturity) notes are stated at amortized cost, which is equivalent to value. Restricted securities, securities for which market quotations are not readily available, and securities with market quotations that Aegis Financial Corporation (the “Advisor”) does not believe are reflective of market value are valued at fair value as determined by the Advisor under the supervision of the Board of Trustees (the “Board”). In determining fair value, the Board procedures consider all relevant qualitative and quantitative factors available. These factors are subject to change over time and are reviewed periodically. The values assigned to fair value investments are based on available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Further, because of the inherent
 
20

Notes to Financial Statements
June 30, 2018
(Unaudited)

 
2. Summary of Significant Accounting Policies – (continued)
 
uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. Where a security is traded in more than one market, which may include foreign markets, the securities are generally valued on the market considered by the Advisor to be the primary market. The Fund will value its foreign securities in U.S. dollars on the basis of the then-prevailing currency exchange rates.
 
In accordance with accounting principles generally accepted in the United States of America (“GAAP”), fair value is defined as the price that the Fund would receive to sell an investment or pay to transfer a liability in an orderly transaction with an independent buyer in the principal market, or in the absence of a principal market,  the most advantageous market for the investment or liability. GAAP establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund’s investments. The inputs are summarized in the three broad levels listed below:
 
 
Level 1 – quoted prices in active markets for identical securities. An active market for the security is a market in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. A quoted price in an active market provides the most reliable evidence of fair value.
     
 
Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.), quoted prices for identical or similar assets in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. An adjustment to any observable input that is significant to the fair value may render the measurement a Level 3 measurement.
     
 
Level 3 – significant unobservable inputs, including the Fund’s own assumptions in determining the fair value of investments.
 
Common stocks, preferred stocks and warrants. Securities traded or dealt in one or more domestic securities exchanges, excluding the National Association of Securities Dealers’ Automated Quotation System (“NASDAQ”), and not subject to restrictions against resale shall be valued on the business day as of which such value is being determined at the close of the exchange representing the principal market for such
 
21

Notes to Financial Statements
June 30, 2018
(Unaudited)

 
2. Summary of Significant Accounting Policies – (continued)
 
securities at the last quoted sales price or in the absence of a sale, at the mean of the last bid and asked prices. Securities traded or dealt in the NASDAQ and not subject  to restrictions against resale shall be valued in accordance with the NASDAQ Official Closing Price. Securities traded on the NASDAQ Stock Market for which there were no transactions on a particular day are valued at the mean of the last bid and asked prices. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. Stocks traded on inactive markets or valued by reference to similar instruments are categorized in Level 2.
 
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Fund’s investments as of June 30, 2018:
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
                       
Consumer Discretionary
 
$
7,199,609
   
$
89,523
   
$
   
$
7,289,132
 
Consumer Staples
   
5,514,675
     
     
     
5,514,675
 
Energy
   
16,659,707
     
     
191,503
     
16,851,210
 
Financials
   
4,439,572
     
3,021,398
     
     
7,460,970
 
Industrials
   
10,969,422
     
     
     
10,969,422
 
Materials
   
62,606,716
     
     
     
62,606,716
 
Real Estate
   
     
     
24,679
     
24,679
 
Telecommunication Services
   
4,660,341
     
     
     
4,660,341
 
Warrants
                               
Materials
   
     
     
578,224
     
578,224
 
Short-Term Investments
   
     
37,089,393
     
     
37,089,393
 
Total
 
$
112,050,042
   
$
40,200,314
   
$
794,406
   
$
153,044,762
 
 
When market quotations are not readily available, any security or other asset is valued at its fair value as determined in good faith under procedures approved by the Board. If events occur that will affect the value of the Fund’s portfolio securities before the net asset value (“NAV”) has been calculated (a “significant event”), the security will generally be priced using a fair value procedure. The Board has adopted specific procedures for valuing portfolio securities and delegated the responsibility of fair value determinations to the Valuation Committee. Some of the factors that may be considered by the Valuation Committee in determining fair value are fundamental analytical data relating to the investment; the nature and duration of any restriction  on disposition; trading in similar securities of the same issuer or comparable companies; information from broker-dealers; and an evaluation of the forces that influence the market in which the securities are purchased or sold.
 

 
22

Notes to Financial Statements
June 30, 2018
(Unaudited)

 
2. Summary of Significant Accounting Policies – (continued)
 
The following is a summary of quantitative information about significant unobservable valuation inputs for the Aegis Value Fund approved by the Board for Level 3 Fair Value Measurements for investments held as of June 30, 2018:
 
     
Fair Value
             
       
as of
 
Valuation
 
Unobservable
     
 
Investments 
   
6/30/2018
 
Technique
 
Inputs
 
Range
 
                   
Alio Gold/Rye Patch Gold Corp.,
                   
Exercise Price:
       
Fair Valuation
         
$3.44, 01/31/2020
   
$
40,163
 
by Advisor
 
Pricing Model
 
$
0.1673
 
                         
Aveda Transportation
         
Fair Valuation
 
Merger
       
  & Energy Services Inc.
   
$
191,503
 
by Advisor
 
Agreement and
       
                   
Stale Last
       
                   
Trade Price
 
$
0.1065
 
Leagold Mining Corp.,
                       
Exercise Price:
         
Fair Valuation
           
C$3.70, 05/29/2020
   
$
341,051
 
by Advisor
 
Pricing Model
 
$
0.3803
 
                         
Public Service Properties
   
$
24,679
 
Fair Valuation
 
Issuer Press
       
Investments Ltd.
         
by Advisor
 
Release and
       
                   
Stale Last
       
                   
Trade Price
 
$
4.4212
 
SilverCrest Metals, Inc.,
                       
Exercise Price:
         
Fair Valuation
           
C$3.00, 12/19/2019
   
$
197,010
 
by Advisor
 
Pricing Model
 
$
1.1258
 
 
The following is a reconciliation of the Fund Level 3 assets for which significant unobservable inputs were used to determine fair value for the period ended June 30, 2018:
 
   
Investments in
 
   
Securities
 
Fair Value Measurement Using Significant
 
Period Ended
 
Unobservable Inputs (Level 3)
 
6/30/2018
 
Beginning Balance as of 12/31/17
 
$
167,252
 
Unrealized gain included in earnings
   
55,005
 
Unrealized loss included in earnings
   
(568
)
Purchases
   
572,717
 
Ending Balance as of 6/30/2018
 
$
794,406
 
The amount of total gains or losses for the period included in net increase (decrease)
       
in net assets applicable to outstanding shares attributed to the change in unrealized
       
gains or losses relating to assets still held at the reporting date
 
$
54,437
 

During the period ended June 30, 2018, there were the following transfers between Level 1, Level 2 and Level 3 for the Aegis Value Fund.
 
Transfers
Market Value
Level 1 into Level 2
$89,523

 
23

Notes to Financial Statements
June 30, 2018
(Unaudited)

 
2. Summary of Significant Accounting Policies – (continued)
 
The transfers from Level 1 to Level 2 were due to certain securities switching from a direct quote in an active market to an evaluated price obtained from the pricing vendor.
 
The Fund recognizes transfers between levels of the hierarchy as of the end of the period in which the transfers occur.
 
Foreign risk and currency translation. The Fund may invest directly in foreign securities. Financial market fluctuations in any country where the Fund has investments will likely affect the value of the securities that the Fund owns in that country. These movements will affect the Fund’s share price and investment performance. The political, economic, and social structures of some countries may be less stable and more volatile than those in the United States. The risks of foreign markets include currency fluctuations, possible nationalization or expropriation of assets, extraordinary taxation or exchange controls, political or social instability, unfavorable diplomatic developments, and certain custody and settlement risks. In addition to these risks, many foreign markets have less trading volume and less liquidity than the U.S. markets, and therefore prices in foreign markets can be highly volatile.
 
Foreign markets may also have less protection for investors than the U.S. markets. Foreign issuers may be subject to less government supervision. It may also be difficult to enforce legal and shareholder/bondholder rights in foreign countries. There is no assurance that the Fund will be able to anticipate these risks or counter their effects.
 
The accounting records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars at the current rate of exchange to determine the value of investments, assets and liabilities. Purchases and sales of securities, and income and expenses are translated at the prevailing rate of exchange on the respective date of these transactions. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. These fluctuations are included with the net realized and unrealized gains or losses from investments.
 
Reported net realized foreign exchange gains or losses arise from sales and maturities of short-term securities, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at each reporting period, resulting from changes in the exchange rate. These fluctuations are included with the net realized and unrealized gains or losses from investments.
 

 
24

Notes to Financial Statements
June 30, 2018
(Unaudited)

 
2. Summary of Significant Accounting Policies – (continued)
 
Federal income and excise taxes. The Fund’s policy is to comply with the requirements of Subchapter M of the Internal Revenue Code that are applicable to regulated investment companies and to distribute substantially all investment company taxable income and net capital gain to shareholders in a manner that results in no tax cost to the Fund. Therefore, no federal income tax provision is required.
 
Distributions to shareholders. Distributions to the Fund’s shareholders, which are determined in accordance with income tax regulations, are recorded on the ex- dividend date. Distributions of net investment income, if any, are made at least annually for the Fund. Net realized gains from investment transactions, if any, will be distributed to shareholders annually.
 
The character of distributions made during the year from net investment income or net realized gain may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense and gain/(loss) items for financial statement and tax purposes. Where appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature.
 
Use of estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Security Transactions, Income and Expenses. The Fund records security transactions based on the trade date. Interest income is recognized on the accrual basis and includes accretion of discounts and amortization of premiums. The specific identification method is used to determine book and tax cost basis when calculating realized gains and losses. Dividend income is recognized on the ex-dividend date, and interest income is recognized on the accrual basis and includes accretion of discounts and amortization of premiums. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.
 
The Fund’s class-specific expense is charged to the operations of that class of shares. Income and expenses (other than expenses attributable to a specific class) and realized and unrealized gains and losses on investments are allocated to each class of shares based on the class respective net assets to the total net assets of the Fund.
 
Indemnifications. In the normal course of business, the Fund enters into contracts that contain a variety of representations, which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
 

 
25

Notes to Financial Statements
June 30, 2018
(Unaudited)
 
 
2. Summary of Significant Accounting Policies – (continued)
 
Significant Concentrations. The Fund maintains a demand deposit in excess of Federal Deposit Insurance Company (“FDIC”) Insurance limits. As a result, the Fund is exposed to credit risk in the event of insolvency or other failure of the institution to meet its obligations. The Fund manages this risk by dealing with a major financial institution and monitoring its credit worthiness.
 
3. Advisory Fees and Other Transactions with Affiliates
 
The Fund entered into an investment management and advisory services agreement (the “Agreement”) with the Advisor that provides for fees to be computed at an annual rate of 1.20% of the Fund’s average daily net assets. The Agreement shall remain in force through December 31, 2018 and may be renewed for additional one-year periods thereafter if approved annually by a majority of the independent members of the Board. The Agreement may be terminated at any time, without penalty, by the Fund on sixty (60) days’ written notice or by the Advisor on ninety (90) days’ written notice. During the six months ended June 30, 2018, the Fund incurred $823,518 in investment advisory fees. The Fund and the Advisor have also entered into an expense limitation agreement which shall remain in force through April 30, 2019, that provides for an advisory fee waiver and expense reimbursement from the Advisor if the Fund’s expenses, exclusive of taxes, interest, fees incurred in acquiring or disposing of portfolio securities, and extraordinary expenses, exceed 1.75% for Class A and 1.50% for Class I, of the Fund’s average daily net assets. During the six months ended June 30, 2018, the Advisor recouped fees in the amount of $10,526 for the Fund.
 
The Fund has agreed to repay the Advisor for amounts waived or reimbursed by the Advisor pursuant to the expense limitation agreement provided that such repayment does not cause the Fund’s expenses, exclusive of taxes, interest, fees incurred in acquiring or disposing of portfolio securities and extraordinary expenses, to exceed 1.75% for Class A and 1.50% for Class I and the repayment is made within three years from the month in which the Advisor incurred the expense. As of June 30, 2018, there was $110,841 of fees available to be recovered no later than June 30, 2021, of which, $45,756, $24,395 and $40,690 are recoverable no later than June 30, 2019, 2020 and 2021, respectively for the Fund.
 
Certain officers and Trustees of the Fund are also officers of the Advisor. Each Trustee not an employee of the Advisor is entitled to receive fees in cash or Fund shares of $1,000 for each attended board meeting for the Fund, $500 for each attended audit committee meeting and $250 for each attended Nominating Committee meeting for the Fund. In addition, the Fund reimburses the Advisor for chief compliance officer services, a yearly amount of $20,000 paid on a quarterly basis.
 

 
26

Notes to Financial Statements
June 30, 2018
(Unaudited)
 
 
4. Distribution and Service Plan
 
The Fund has adopted a distribution and service plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act for its Class A Shares. Rule 12b-1 provides that an  investment company that bears any direct or indirect expense of distributing its shares must do so only in accordance with the Plan permitted by Rule 12b-1. Pursuant to the Plan, the Fund makes payments to Quasar Distributors, LLC, the Fund’s distributor (the “Distributor”), the Advisor, financial intermediaries or others to reimburse such parties for distribution and/or shareholder servicing activity in an amount not to exceed 0.25% of its Class A shares average daily net assets on an annual basis. The distribution fees are “asset based” sales charges and, therefore, long-term shareholders may pay more in total sales charges than the economic equivalent of the maximum front-end sales charge permitted by the Financial Industry Regulatory Authority (FINRA). The Class A shares incurred $0 in expenses pursuant to the 12b-1 Plan for the six months ended June 30, 2018.
 
5. Investment Transactions
 
Purchases and sales of long-term investment securities (excluding short-term investments) for the Fund are presented below for the six months ended June 30, 2018.
 
 
Purchases
Sales
U.S. Government
$88,694,054
$66,809,032
Other
$29,841,727
$26,798,919
 
6. Distributions to Shareholders and Tax Components of Net Assets
 
As of December 31, 2017, the components of accumulated earnings (losses) for income tax purposes were as follows:
 
   
Aegis
 
   
Value Fund
 
Tax cost of Investments
 
$
113,515,875
 
Unrealized appreciation
   
32,197,653
 
Unrealized depreciation
   
(24,878,434
)
Net unrealized appreciation
   
7,319,219
 
Undistributed ordinary income
   
 
Undistributed long term gain
   
 
Distributable earnings
   
 
Other accumulated loss
   
(7,947,184
)
Total accumulated loss
 
$
(627,965
)
 
The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.
 

 
27

Notes to Financial Statements
June 30, 2018
(Unaudited)
 
 
6. Distributions to Shareholders and Tax Components of Net Assets – (continued)
 
The differences between book-basis and tax-basis unrealized appreciations are attributable primarily to the tax deferral of losses on wash sales and PFIC mark to market adjustments.
 
Other accumulated gain/(loss) is generally comprised of capital loss carryforwards, qualified late-year loss deferrals and/or unrealized gain/(loss) on derivative positions.
 
As of December 31, 2017, the Aegis Value Fund had the following capital loss carryover and expirations. To the extent that the Fund realizes future net capital gains, those gains will be offset by any unused capital loss carryforwards in the character noted below.
 
 
Long Term Amount
Short Term Amount
Expiration
Aegis Value Fund
$2,151,396
$5,795,788
Indefinite
 
At December 31, 2017, the Aegis Value Fund did not defer, on a tax basis, any qualified late year losses.
 
The tax components of dividends paid during the year ended December 31, 2017 and the year ended December 31, 2016 were as follows:
 
   
Year Ended
   
Year Ended
 
   
December 31, 2017
   
December 31, 2016
 
   
Ordinary
   
Capital
   
Ordinary
   
Capital
 
   
Income
   
Gains
   
Income
   
Gains
 
Aegis Value Fund
 
$
   
$
   
$
2,044,864
   
$
 
 
The Fund did not make any distributions for the six months ended June 30, 2018.
 
GAAP requires an evaluation of tax positions taken (or expected to be taken) in the course of preparing the Fund’s tax returns to determine whether these positions meet a “more-likely-than-not” standard that, based on technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as an interest expense in the Statement of Operations.
 
GAAP requires management of the Fund to analyze all open tax years, as defined by IRS statute of limitations for all major jurisdictions, including federal tax authorities and certain state tax authorities. Open tax years include the tax years ended December 31, 2014 through December 31, 2017. As of and during the year ended December 31, 2017, the Fund did not have a liability for any unrecognized tax benefits. The Fund files U.S. Federal income and excise tax returns, as required. The Fund’s Federal income tax returns are subject to examination by the IRS for a period of three fiscal years after they are filed. The Fund has no examination in progress and are not
 
28

Notes to Financial Statements
June 30, 2018
(Unaudited)
 
 
6. Distributions to Shareholders and Tax Components of Net Assets – (continued)
 
aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
 
7. Investments in Affiliated Companies*
 
Investments representing 5% or more of the outstanding voting securities of a portfolio company result in that company being considered an affiliated company, as defined in the 1940 Act. The aggregate value of all securities of affiliated companies held in the Aegis Value Fund as of June 30, 2018 amounted to $25,484,935, representing 16.62% of net assets. A summary of affiliated transactions for the period ended June 30, 2018 is as follows:
 
Aegis Value Fund
   
Share
   
Value
             
   
Balance
   
December 31,
             
   
June 30, 2018
   
2017
   
Acquisitions
   
Dispositions
 
Amerigo Resources Ltd.
   
9,907,901
   
$
8,201,098
   
$
382,936
   
$
 
Conifer Holdings, Inc.
   
704,694
     
3,907,060
     
173,564
     
 
Deep Down, Inc.**
   
762,832
     
546,630
     
150,104
     
 
Geodrill Ltd.
   
3,841,782
     
5,591,891
     
694,433
     
 
Mitcham Industries, Inc.
   
639,809
     
2,464,466
     
     
554,649
 
Strad Energy Services Ltd.**
   
3,480,689
     
288,786
     
3,899,945
     
 
Alaska Communication
                               
  Systems Group, Inc.***
   
2,632,961
     
7,418,572
     
     
336,426
 
Alliance One International, Inc.***
   
347,929
     
10,277,336
     
862,225
     
12,500,919
 
                                 
           
Change in
                 
           
Unrealized
                 
   
Realized
   
Appreciation/
   
Value
   
Dividend
 
   
Gain (Loss)
   
Depreciation
   
June 30, 2018
   
Income
 
Amerigo Resources Ltd.
 
$
   
$
(1,122,868
)
 
$
7,461,166
   
$
 
Conifer Holdings, Inc.
   
     
358,948
     
4,439,572
     
 
Deep Down, Inc.**
   
     
(71,288
)
   
625,446
     
 
Geodrill Ltd.
   
     
(3,411
)
   
6,282,913
     
 
Mitcham Industries, Inc.
   
(1,314,051
)
   
1,976,266
     
2,572,032
     
 
Strad Energy Services Ltd.**
   
     
(84,925
)
   
4,103,806
     
 
Total
                 
$
25,484,935
         
Alaska Communication
                               
  Systems Group, Inc.***
   
49,660
     
(2,471,465
)
   
4,660,341
     
 
Alliance One International, Inc.***
   
(2,856,575
)
   
9,732,608
     
5,514,675
     
 
Total
 
$
(4,120,966
)
 
$
8,313,865
           
$
 
__________
*
As a result of the Aegis Value Fund’s beneficial ownership of common stock of these companies, regulators require that the Fund state that it may be deemed an affiliate of the respective issuer. The Fund disclaims that the “affiliated persons” are affiliates of the Distributors, Advisor, Funds or any other client of the Advisor.
**
These securities were not affiliated as of 12/31/2017.
***
These securities were no longer affiliated as of 6/30/2018.

 
29

Notes to Financial Statements
June 30, 2018
(Unaudited)
 
 
8. Subsequent Events
 
In connection with the preparation of the financial statements of the Fund as of and for the six months ended June 30, 2018, events and transactions subsequent to June 30, 2018 have been evaluated by management for possible adjustment and/or disclosure. Management has determined that there were no material events that would require disclosure in the Fund’s financial statements.
 
 
 
 

 
 
30

Other Information
(Unaudited)

 
Proxy Voting
 
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available by request, without charge, by calling the Fund’s toll-free telephone number, 800-528-3780. Information regarding how the Fund voted proxies, if any, relating to portfolio securities during the most recent 12-month period ended June 30 is available upon request, without charge, by calling 800-528-3780. The Fund’s proxy voting policies and procedures and voting record are also available on the U.S. Securities and Exchange Commission (“SEC”) website at http://www.sec.gov.
 
 
Code of Ethics
 
The Fund has adopted a code of ethics applicable to its principal executive officer and principal financial officer. A copy of this code is available, without charge, by calling the Fund’s toll-free phone number, 800-528-3780.
 
 
Fund Holdings
 
The complete schedules of the Fund’s holdings for the second and fourth quarters of each fiscal year are contained in the Fund’s semi-annual and annual shareholder reports, respectively. The Fund files complete schedules of the Fund’s holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q within 60 days after the end of the period. Copies of the Fund’s Form N-Q are available without charge, upon request, by contacting the Fund at 800-528-3780 and on the SEC’s website at http://www.sec.gov. You may also review and copy Form N-Q at the SEC’s Public Reference Room in Washington, DC. For more information about the operation of the Public Reference Room, please call the SEC at 1-800-SEC-0330.
 
 
Basis for the Board’s Approval of Advisory Agreement
 
At a meeting held on February 16, 2018, the Board considered and approved the advisory agreement (the “Agreement”) between the Aegis Value Fund (“Fund”) and Aegis Financial Corporation (“AFC”). The Board based its approval of the Agreement on its review of information provided by AFC. Such information included information provided by AFC in response to a request for information made pursuant to Section 15(c) of the 1940 Act (the “Section 15(c) Information”). In its deliberations on the Agreement, the Board considered the Section 15(c) Information provided to it by AFC and contained in the Board materials. The Board did not identify any particular aspect of the Section 15(c) information that was all important or controlling, and evaluated all information available to it. The Board concluded that the terms of the Agreement are appropriate, that the fees to be paid by the Fund are reasonable in light of the services to be provided to the Fund and that the Agreement
 

 
31

Other Information
(Unaudited)

 
should be renewed. In approving the renewal of the Agreement, the Board, including the Independent Trustees, considered and reached the following conclusions with respect to the following factors.
 
A.  Nature, Extent and Quality of Services Provided by AFC
 
The Trustees reviewed and considered the scope of services provided by AFC to the Fund as well as the nature and quality of these services. The Trustees evaluated information concerning AFC’s discretionary investment advisory services and AFC’s compliance policies and procedures, including its trade allocation and brokerage allocation procedures. They considered information regarding AFC’s resources and compensation arrangements, including its in-house research and portfolio management support capabilities and recent changes to personnel. On the basis of these and other factors, the Trustees determined that the scope, nature and quality of the services provided by AFC to the Fund are consistent with its duties under the Agreement and appropriate and consistent with the investment program of the Fund, and concluded that the nature and quality of services provided by AFC to the Fund are appropriate.
 
B.  The Investment Performance of the Fund
 
In connection with its review, the Trustees reviewed information prepared by AFC and USBFS comparing the Fund’s performance with the performance of its benchmark and the performance of comparable funds. The Trustees considered that some of the information provided to them was derived from information made available by Morningstar (an independent research service) and some of the information was derived from information provided by the Fund’s administrator (i.e., information regarding the performance of the Fund for the 1-year, 3-year, 5-year, 10-year and since inception periods ended December 31, 2017). The Trustees also considered the Fund’s active share analysis prepared by AFC and active share percentage comparison with comparable funds, as well as portfolio manager tenure and manager ownership level comparisons of the Fund and funds in the small cap value universe.
 
The Trustees noted that during the one year period ending December 31, 2017, the Fund’s Class I shares returned 17.37%, and the Class A Share returned 17.16% without load, 12.76% with load. Its index benchmark, the Russell 2000 Value Index, returned 7.84% during the same period. For the three-year period ending December 31, 2017, the Class I Share had an average annual total return of 15.05%, and the Class A Share returned 14.80% without load, 13.35% with load. The average three-year annual total return for the Russell 2000 Value Index was 9.55%. For the five-year period, the Class I Share had an average annual total return of 8.83%, versus the average annual total return for the index of 13.01%. For the ten-year period, the Class I Share had an average annual total return of 8.26%, versus the average annual total return for the index of 8.17%. From inception on May 15, 1998
 

 
32

Other Information
(Unaudited)

 
through December 31, 2017, the Class I Share has returned an average annual total return of 10.33% versus 8.39% for the index. From inception on February 26, 2014 through December 31, 2017, the Class A share (without load) returned 2.98%, and the Class A shares (with load) returned 1.96%, compared to the Russell 2000 Value Index, which returned 8.59% for the same period.
 
Based on the Fund’s comparative performance information presented at the meeting, the Board concluded that the Fund’s performance was satisfactory.
 
C.  AFC Profitability and Other Benefits
 
The Trustees reviewed AFC’s draft fiscal year 2017 income statement and balance sheet.  They considered information provided by AFC with respect to (i) the profitability of managing the Fund to the Adviser, (ii) to the extent applicable, the level of the Fund’s net assets and expenses reimbursed by the Adviser under the Fund’s Expense Limitation Agreement, and (iii) other benefits accruing to AFC as a result of its relationship with the Fund, including the fact that the Fund’s public performance record may at times attract inquiries regarding AFC’s advisory services and may result in the acquisition of new advisory clients for AFC.
 
The Trustees determined that the Adviser’s profitability and other benefits to the Adviser from providing advisory services to the Fund are reasonable and would not preclude them from approving the renewal of the Agreement.
 
D.  Economies of Scale
 
The Trustees reviewed information regarding economies of scale and other efficiencies resulting from increases, if any, in the Fund’s asset levels and whether the existing advisory fee arrangement might require adjustment or breakpoints.  The Trustees noted that, from January 2017 to December 2017, the assets of the Fund decreased from $143 million to $131 million and that the Adviser continues to reimburse expenses to the Fund under the Expense Limitation Agreement.
 
The Trustees determined that the Fund would have to show substantial growth in assets before any material economies of scale would be achieved and that under the current circumstances changes to the advisory fee arrangement were not warranted at this time.
 
E.  Comparisons of the Services to be Rendered and Fee Amounts
 
The Trustees reviewed the advisory fee paid to AFC and the Fund’s overall gross expense ratio and net expense ratio, and considered whether the fee was reasonable in light of the services provided and the fees charged by other advisers to peer group funds.  In evaluating the Fund’s advisory fee, the Trustees took into account the demands, complexity and quality of the investment management of the Fund.  They noted that it is not anticipated that the research process, portfolio composition methodology or general investment strategy will materially change.
 


33

Other Information
(Unaudited)

 
The Trustees considered that the Fund paid AFC an advisory fee of 1.20% of average daily net assets for the year ended December 31, 2017 and that other expenses for Class I shares were capped at 0.30%, for a total net expense ratio of 1.50% for Class I shares.  They considered information reflecting that the Class I shares’ actual gross expenses for the year ended December 31, 2017 were approximately 1.53%, and for the year ended December 31, 2016 were 1.50% of average daily net assets.  They considered information reflecting that other expenses for Class A shares were capped at 0.55%, for a total net expense ratio of 1.75% for Class A shares.  They considered information showing that the Class A shares’ actual gross expenses for the year ended December 31, 2017 were approximately 1.70% and for the year ended December 31, 2016 were 1.76%.  During 2017, AFC was able to recoup some of the expenses waived from the Fund Class A shares as its gross expense ratio 1.70% was lower than the 1.75% expense limit. They noted that the expenses of the Class I and Class A shares above the respective caps are paid by AFC under the Expense Limitation Agreement between the Fund and AFC.  AFC reimbursed the Fund $39,941, $6,001, and $47,999 in 2017, 2016, and 2015 respectively.
 
The Trustees considered information showing that the median gross expense ratio of the 384 small cap value funds currently tracked by Morningstar (“Peer Group Funds”) is 1.38%, and that the median net expense ratio of the Peer Group Funds is 1.23%.  They reviewed information showing that the median management fee percentage of the Peer Group Funds is 0.82%, with an average size of the funds being $265.6 million.  They also considered information showing that the range of net expense ratios (less 12b-1) for the Peer Group Funds was between 0.06% and 1.96%, and that the range of advisory fees for the Peer Group Funds was between 0.50% and 1.35%.  They also considered information concerning the fees charged by the Adviser to its managed accounts and the strategies employed for those accounts.  They also considered the differences between the services provided by the Adviser to those accounts and to the Fund.
 
The Trustees concluded that the Fund’s advisory fee was reasonable in light of the services provided by AFC, and concluded that the Fund’s overall expense ratio was reasonable.
 

34

The Aegis Funds Privacy Notice
(This information is not part of the Report)



 
FACTS
 
WHAT DOES AEGIS FUNDS DO WITH YOUR PERSONAL INFORMATION?
 
         
 
WHY?
 
Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
 
         
 
WHAT?
 
The types of personal information we collect and share depend on the product or service you have with us. This information can include:
 
     
• Social Security number and other information including address and date of birth
 
     
• Asset and income
 
     
• Account balances and account transactions
 
     
When you are no longer our customer, we continue to share your information as described in this notice.
 
         
 
HOW?
 
All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons The Aegis Funds chooses to share; and whether you can limit this sharing.
 
         
 
Reasons we can share your personal information.
Does The Aegis
Can you limit
 
Funds share?
this sharing?
 
For our everyday business purposes—
   
 
such as to process your transactions, maintain
   
 
your account(s), respond to court orders and
Yes
No
 
legal investigations, or report to credit bureaus
   
 
For our marketing purposes—
   
 
to offer our products and services to you
Yes
No
 
For joint marketing with other financial
   
 
companies
No
We don’t share
 
For our affiliates’ everyday business purposes—
   
 
information about your transactions and experiences
Yes
No
 
For our affiliates’ everyday business purposes—
   
 
information about your creditworthiness
No
We don’t share
 
For nonaffiliates to market to you
No
We don’t share
       
 
Questions?
 
Call 800-528-3780 or go to www.aegisfunds.com


35

The Aegis Funds Privacy Notice
(This information is not part of the Report)


 
Who we are
 
 
Who is providing
 
The Aegis Funds
 
 
this Notice?
     
 
What we do
 
 
How does
 
To protect your personal information from unauthorized access and
 
 
The Aegis
 
use, we use security measures that comply with federal law. These
 
 
Funds protect
 
measures include computer safeguards and secured files and buildings.
 
 
my personal
     
 
information?
     
 
How does The
 
We collect your personal information, for example, when you
 
 
Aegis Funds
 
• open an account or perform transactions
 
 
collect your
 
• make a transfer or tell us where to send money
 
 
personal
 
• tell us about your personal financial information
 
 
information?
     
 
Why can’t I
 
Federal law gives you the right to limit only
 
 
limit all sharing?
 
• sharing for affiliates’ everyday business purposes—information about your creditworthiness
 
     
• affiliates from using your information to market to you
 
     
• sharing for nonaffiliates to market to you
 
     
State laws and individual companies may give you additional rights to limit sharing.
 
 
Definitions
 
 
Affiliates
 
Companies related by common ownership or control. They can be financial and nonfinancial companies.
 
     
Our affiliates include Aegis Financial Corporation.
 
 
Nonaffiliates
 
Companies not related by common ownership or control. They can be financial and nonfinancial companies.
 
     
The Aegis Funds does not share with nonaffiliates so they can market to you.
 
 
Joint marketing
 
A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
 
     
• See Other important information.
 
 
Other important information
 
 
Non-affiliates with whom we may share information (except to permit them to market to you) can include financial companies, such as custodians, transfer agents, registered representatives and financial advisors, and nonfinancial companies, such as fulfillment, proxy voting and class action service providers.
 

 
36


 
 
 
 
 
 
(This Page Intentionally Left Blank.)
 
 
 
 

 
 


 


 
 
The Aegis Funds
Custodian
c/o U.S. Bancorp Fund Services, LLC
U.S. Bank, N.A.
615 East Michigan Street
Custody Operations
Milwaukee, Wisconsin 53202
1555 North RiverCenter Drive, Suite 302
Phone: (800) 528-3780
Milwaukee, Wisconsin 53212
www.aegisfunds.com
 
 
Administrator, Transfer Agent and
Board of Trustees
Fund Accountant
Scott L. Barbee
U.S. Bancorp Fund Services, LLC
David A. Giannini
615 East Michigan Street
Eskander Matta
Milwaukee, Wisconsin 53202
Jordan F. Nasir
 
Andrew Bacas
Independent Registered Public
 
Accounting Firm
Officers
BBD, LLP
Scott L. Barbee, President
1835 Market Street, 3rd Floor
Sarah Q. Zhang, Treasurer/Secretary/
Philadelphia, Pennsylvania 19103
Chief Compliance Officer
 
 
Counsel
Investment Advisor
Seward & Kissel, LLP
Aegis Financial Corporation
901 K Street N.W.
6862 Elm Street, Suite 830,
Washington, DC 20001
McLean, Virgina 22101
 

 

Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

Item 6. Investments.

(a)
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
(b)
Not Applicable.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

Not Applicable.

Item 11. Controls and Procedures.

(a)
The Registrant’s President/Chief Executive Officer and Treasurer/Chief Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934.  Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

Not applicable to open-end investment companies.

Item 13. Exhibits.

(a)
(1) Code of Ethics or amendment thereto, Incorporated by reference to the Registrant’s Form N-CSR filed March 4, 2016.

(2) Certification the President/Chief Executive Officer and Treasurer/Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c‑1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.

Not applicable to open-end investment companies.

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

(b)
Certifications pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.  Furnished herewith.

SIGNATURES

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


By       /s/Scott L. Barbee
Scott L. Barbee, President


Date    9/10/18

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/Scott L. Barbee
Scott L. Barbee, President


Date    9/10/18



By       /s/Sarah Q. Zhang
Sarah Q. Zhang, Treasurer


Date    9/10/18