SEC Info - Westchester Capital Funds

As filed with the Securities and Exchange Commission on November 26, 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-22818

Westchester Capital Funds

(Exact name of registrant as specified in charter)

100 Summit Lake Drive

Valhalla, New York 10595

(Address of principal executive offices) (Zip code)

Roy Behren and Michael T. Shannon

Westchester Capital Funds

100 Summit Lake Drive

Valhalla, New York 10595

(Name and address of agent for service)

Registrant's telephone number, including area code: 1-800-343-8959

Date of fiscal year end: December 31, 2014

Date of reporting period: September 30, 2014

Item 1. Schedule of Investments.

WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS
September 30, 2014
(Unaudited)

Shares			Value
COMMON STOCKS - 79.80%
		ALTERNATIVE CARRIERS - 0.33%
	870	tw telecom, Inc. (a)(g)	$	36,201
		APPLICATION SOFTWARE - 3.11%
	2,692	Concur Technologies, Inc. (a)(f)		341,399
		AUTO PARTS & EQUIPMENT - 3.62%
	3,450	TRW Automotive Holdings Corporation (a)(f)		349,312
	500	Visteon Corporation (a)(f)		48,625
				397,937
		BROADCASTING & CABLE TV - 2.18%
	1,690	CBS Corporation Class B (f)		90,415
	6,743	LIN Media LLC Class A (a)(e)		149,695
				240,110
		CABLE & SATELLITE TV - 11.68%
	6,053	DIRECTV (a)(f)		523,705
	3,100	DISH Network Corporation Class A (a)(f)		200,198
	450	Liberty Global plc Series C (a)(b)		18,457
	69,769	Sirius XM Holdings, Inc. (a)(f)		243,494
	2,077	Time Warner Cable, Inc. (f)		298,029
				1,283,883
		CASINOS & GAMING - 0.76%
	4,964	International Game Technology (f)		83,743
		CONSTRUCTION & ENGINEERING - 1.15%
	3,116	Foster Wheeler AG (b)(e)		98,528
	494	URS Corporation (g)		28,459
				126,987
		CONSTRUCTION & FARM MACHINERY & HEAVY TRUCKS - 0.30%
	1,400	The Manitowoc Company, Inc.		32,830
		CONSUMER FINANCE - 0.36%
	1,668	Navient Corporation (e)		29,540
	1,156	SLM Corporation		9,896
				39,436
		DIVERSIFIED BANKS - 0.62%
	1,100	Citigroup, Inc. (e)		57,002
	695	Wing Hang Bank, Ltd. (b)(d)(l)		10,902
				67,904
		DIVERSIFIED CHEMICALS - 2.10%
	2,900	The Dow Chemical Company (f)		152,076
	1,100	E.I. Du Pont de Nemours & Company (e)		78,936
				231,012
		DRUG RETAIL - 0.38%
	700	Walgreen Company (f)		41,489
		FOOD RETAIL - 1.16%
	3,718	Safeway, Inc. (e)		127,527
		GENERAL MERCHANDISE STORES - 1.79%
	2,548	Family Dollar Stores, Inc. (f)		196,807
		GOLD - 0.58%
	2,763	Newmont Mining Corporation (g)		63,687
		INDUSTRIAL MACHINERY - 0.19%
	500	The Timken Company		21,195
		INTEGRATED OIL & GAS - 0.72%
	1,800	BP plc - ADR (f)		79,110
		INTEGRATED TELECOMMUNICATION SERVICES - 0.18%
	400	Verizon Communications, Inc.		19,996
		INTERNET SOFTWARE & SERVICES - 2.12%
	800	eBay, Inc. (a)(f)		45,304
	100	Equinix, Inc. (a)		21,248
	4,100	Yahoo!, Inc. (a)(f)		167,075
				233,627
		LEISURE FACILITIES - 0.23%
	500	LIFE TIME FITNESS, Inc. (a)(f)		25,220
		LIFE & HEALTH INSURANCE - 0.50%
	791	Protective Life Corporation (e)		54,903
		LIFE SCIENCES TOOLS & SERVICES - 0.31%
	600	Agilent Technologies, Inc. (f)		34,188
		MOVIES & ENTERTAINMENT - 0.14%
	200	Time Warner, Inc.		15,042
		MULTI-UTILITIES - 0.36%
	1,600	CenterPoint Energy, Inc. (f)		39,152
		OIL & GAS DRILLING - 0.31%
	500	Ensco plc Class A (b)		20,655
	623	Noble Corporation plc (b)		13,843
				34,498
		OIL & GAS EQUIPMENT & SERVICES - 2.03%
	2,720	Dresser-Rand Group, Inc. (a)(f)		223,747
		OIL & GAS EXPLORATION & PRODUCTION - 1.48%
	165	Kodiak Oil & Gas Corporation (a)(b)		2,239
	5,200	QEP Resources, Inc. (f)		160,056
				162,295
		OIL & GAS STORAGE & TRANSPORTATION - 3.06%
	1,611	Kinder Morgan Energy Partners, L.P. (e)		150,274
	99	Kinder Morgan, Inc.		3,796
	3,300	The Williams Companies, Inc. (f)		182,655
				336,725

		PAPER PACKAGING - 2.64%
	2,400	MeadWestvaco Corporation (f)	98,256
	1,600	Packaging Corporation of America (f)	102,112
	1,900	Rock Tenn Company Class A (f)	90,402
			290,770
		PAPER PRODUCTS - 1.95%
	4,500	International Paper Company (f)	214,830
		PHARMACEUTICALS - 10.71%
	3,043	Allergan, Inc. (f)	542,232
	7,500	Pfizer, Inc. (f)	221,775
	1,597	Shire plc - ADR (f)	413,703
			1,177,710
		REGIONAL BANKS - 0.85%
	9,204	Investors Bancorp, Inc. (e)	93,237
		REITS - 3.65%
	7,800	Equity Commonwealth (f)	200,538
	8,600	Starwood Property Trust, Inc. (e)	188,856
	448	Starwood Waypoint Residential Trust	11,652
			401,046
		RESTAURANTS - 2.10%
	2,931	Tim Hortons, Inc. (b)(f)	230,992
		SEMICONDUCTOR EQUIPMENT - 2.04%
	13,740	Tokyo Electron Ltd. - ADR (f)	223,962
		SEMICONDUCTORS - 2.20%
	3,367	International Rectifier Corporation (a)(e)	132,121
	5,738	TriQuint Semiconductor, Inc. (a)(e)	109,424
			241,545
		SPECIALIZED CONSUMER SERVICES - 1.16%
	4,100	H&R Block, Inc. (e)	127,141
		SPECIALTY CHEMICALS - 1.57%
	1,269	Sigma-Aldrich Corporation (e)	172,597
		THRIFTS & MORTGAGE FINANCE - 4.73%
	8,103	Beneficial Mutual Bancorp, Inc. (a)(e)	103,556
	42,896	Hudson City Bancorp, Inc. (f)	416,949
			520,505
		TOBACCO - 0.44%
	802	Lorillard, Inc. (f)	48,048
		TRADING COMPANIES & DISTRIBUTORS - 0.01%
	27	Veritiv Corporation (a)(h)	1,352
		TRUCKING - 1.11%
	4,806	Hertz Global Holdings, Inc. (a)(f)	122,024
		WIRELESS TELECOMMUNICATION SERVICES - 2.89%
	4,300	Sprint Corporation (a)(f)	27,262
	7,200	T-Mobile U.S., Inc. (a)(f)	207,864
	2,511	Vodafone Group plc - ADR (f)	82,587
			317,713
		TOTAL COMMON STOCKS
		(Cost $8,838,427)	8,774,122

CLOSED-END FUNDS - 1.32%
	5,564	Eaton Vance Floating-Rate Income Trust (e)	81,067
	149	First Trust MLP and Energy Income Fund	3,184
	2,772	First Trust Senior Floating Rate Income Fund II	37,588
	1,050	Nuveen Energy MLP Total Return Fund	23,216
		TOTAL CLOSED-END FUNDS
		(Cost $147,539)	145,055
PREFERRED STOCKS - 3.59%
	681	The Allstate Corporation, 6.625%, Series E	17,434
	2,600	American Homes 4 Rent, 5.000%, Series B	62,036
	4,379	Bank of America Corporation, 6.625%, Series W (e)	109,190
	2,700	Equity Commonwealth , 7.250%, Series E (g)	69,471
	2,655	HSBC Finance Corporation, 6.360%, Series B (g)	66,587
	150	HSBC USA, Inc., 2.858%	7,448
	1,149	Northern Trust Corporation, 5.850%, Series C	28,403
	696	SLM Corporation, 6.970%, Series A	34,299
		TOTAL PREFERRED STOCKS
		(Cost $387,193)	394,868
Principal Amount
BANK LOANS - 0.37%
		Energy Future Intermediate Holding Company LLC
$	40,905	4.250%, 6/30/2019 (k)(m)	40,829
		TOTAL BANK LOANS
		(Cost $41,494)	40,829

CONVERTIBLE BONDS - 0.85%
		Concur Technologies, Inc.
	71,000	0.500%, 6/15/2018 (e)	93,010
		TOTAL CONVERTIBLE BONDS
		(Cost $92,815)	93,010

CORPORATE BONDS - 5.75%
		B/E Aerospace, Inc.
	52,000	5.250%, 4/1/2022 (f)	56,290
		Drill Rigs Holdings, Inc.
	33,000	6.500%, 10/1/2017 (Acquired 5/27/14 through 5/28/14, cost $34,275) (b)(i)	33,000
		Energy Future Intermediate Holdings Company LLC
	117,000	11.750%, 3/1/2022 (Acquired 9/30/14, cost $138,791) (i)(j)	138,206
		QR Energy LP
	192,000	9.250%, 8/1/2020 (e)	218,880
		tw telecom holdings, Inc.
	172,000	5.375%, 10/1/2022 (e)	185,545
		TOTAL CORPORATE BONDS
		(Cost $636,140)	631,921

Contracts (100 shares per contract)

PURCHASED PUT OPTIONS - 1.59%
		Agilent Technologies, Inc.
	6	Expiration: November 2014, Exercise Price: $45.00	66
		Allergan, Inc.
	4	Expiration: October 2014, Exercise Price: $145.00	100
	3	Expiration: November 2014, Exercise Price: $145.00	180
		Alstom SA
	11	Expiration: November 2014, Exercise Price: EUR 24.00 (k)	83
		American International Group, Inc.
	62	Expiration: November 2014, Exercise Price: $45.00	806
		Anadarko Petroleum Corporation
	22	Expiration: November 2014, Exercise Price: $87.50	1,540
		B/E Aerospace, Inc.
	14	Expiration: October 2014, Exercise Price: $70.00	140
	5	Expiration: October 2014, Exercise Price: $75.00	50
	12	Expiration: October 2014, Exercise Price: $80.00	396
		Barrick Gold Corporation
	5	Expiration: October 2014, Exercise Price: $20.00	2,670
		Bayer AG
	5	Expiration: November 2014, Exercise Price: EUR 100.00 (k)	467
		BP plc - ADR
	4	Expiration: October 2014, Exercise Price: $45.00	520
	5	Expiration: October 2014, Exercise Price: $46.00	1,115
		Burger King Worldwide, Inc.
	11	Expiration: January 2015, Exercise Price: $40.00	13,145
		CBS Corporation Class B
	12	Expiration: December 2014, Exercise Price: $52.50	2,760
		CenterPoint Energy, Inc.
	11	Expiration: November 2014, Exercise Price: $21.00	55
		Chemtura Corporation
	6	Expiration: December 2014, Exercise Price: $20.00	105
	7	Expiration: December 2014, Exercise Price: $22.50	525
		DISH Network Corporation Class A
	17	Expiration: January 2015, Exercise Price: $52.50	1,105
	7	Expiration: January 2015, Exercise Price: $55.00	700
		The Dow Chemical Company
	23	Expiration: December 2014, Exercise Price: $49.00	2,185
		E.I. Du Pont de Nemours & Company
	7	Expiration: October 2014, Exercise Price: $55.00	14
	1	Expiration: October 2014, Exercise Price: $57.50	2
		eBay, Inc.
	7	Expiration: December 2014, Exercise Price: $50.00	371
		Ensco plc Class A
	4	Expiration: October 2014, Exercise Price: $42.00	550
		Equinix, Inc.
	3	Expiration: December 2014, Exercise Price: $200.00	1,335
		General Electric Company
	37	Expiration: October 2014, Exercise Price: $22.00	55
		H&R Block, Inc.
	26	Expiration: January 2015, Exercise Price: $28.00	1,690
	6	Expiration: January 2015, Exercise Price: $29.00	570
		Hertz Global Holdings, Inc.
	1	Expiration: October 2014, Exercise Price: $27.00	193
	5	Expiration: December 2014, Exercise Price: $22.00	300
	8	Expiration: December 2014, Exercise Price: $23.00	520
	13	Expiration: December 2014, Exercise Price: $24.00	1,495
	8	Expiration: December 2014, Exercise Price: $27.00	2,120
		Hess Corporation
	18	Expiration: October 2014, Exercise Price: $90.00	918
		Huntsman Corporation
	76	Expiration: November 2014, Exercise Price: $23.00	1,520
	56	Expiration: November 2014, Exercise Price: $24.00	2,240
		International Paper Company
	7	Expiration: October 2014, Exercise Price: $40.00	52
	2	Expiration: October 2014, Exercise Price: $41.00	19
	28	Expiration: January 2015, Exercise Price: $45.00	3,598
		Iron Mountain, Inc.
	7	Expiration: October 2014, Exercise Price: $20.00	88

		Kinder Morgan, Inc.
	10	Expiration: January 2015, Exercise Price: $50.00		12,325
	26	Expiration: January 2015, Exercise Price: $55.00		44,980
		Lamar Advertising Company Class A
	78	Expiration: October 2014, Exercise Price: $45.00		975
		LIFE TIME FITNESS, Inc.
	4	Expiration: October 2014, Exercise Price: $40.00		90
		Lorillard, Inc.
	2	Expiration: December 2014, Exercise Price: $55.00		64
		Mallinckrodt plc
	4	Expiration: October 2014, Exercise Price: $60.00		10
		MeadWestvaco Corporation
	24	Expiration: December 2014, Exercise Price: $37.50		1,200
		Media General, Inc.
	53	Expiration: February 2015, Exercise Price: $20.00		37,895
		Occidental Petroleum Corporation
	18	Expiration: November 2014, Exercise Price: $87.50		1,134
		Packaging Corporation of America
	13	Expiration: January 2015, Exercise Price: $60.00		2,145
		Pfizer, Inc.
	2	Expiration: December 2014, Exercise Price: $26.00		28
		QEP Resources, Inc.
	57	Expiration: December 2014, Exercise Price: $29.00		4,560
		Rock Tenn Company Class A
	5	Expiration: January 2015, Exercise Price: $40.00		213
	12	Expiration: January 2015, Exercise Price: $45.00		1,980
		Shire plc - ADR
	1	Expiration: October 2014, Exercise Price: $210.00		68
		SLM Corporation
	10	Expiration: October 2014, Exercise Price: $21.00		20
		SPDR S&P 500 ETF Trust
	4	Expiration: October 2014, Exercise Price: $196.00		836
	10	Expiration: October 2014, Exercise Price: $197.00		2,440
	6	Expiration: November 2014, Exercise Price: $199.00		3,012
	11	Expiration: December 2014, Exercise Price: $175.00		1,331
	11	Expiration: December 2014, Exercise Price: $195.00		5,412
		Sprint Corporation
	28	Expiration: November 2014, Exercise Price: $3.00		28
		Time Warner Cable, Inc.
	1	Expiration: October 2014, Exercise Price: $70.00		26
		The Timken Company
	5	Expiration: December 2014, Exercise Price: $40.00		600
		T-Mobile U.S., Inc.
	63	Expiration: November 2014, Exercise Price: $26.00		3,276
	4	Expiration: November 2014, Exercise Price: $28.00		452
		Verizon Communications, Inc.
	3	Expiration: October 2014, Exercise Price: $46.00		15
		Visteon Corporation
	5	Expiration: December 2014, Exercise Price: $95.00		2,350
		Vodafone Group plc - ADR
	2	Expiration: October 2014, Exercise Price: $32.00		52
		Walgreen Company
	6	Expiration: November 2014, Exercise Price: $55.00		351
		The Williams Companies, Inc.
	11	Expiration: October 2014, Exercise Price: $50.00		121
	7	Expiration: November 2014, Exercise Price: $50.00		361
	2	Expiration: January 2015, Exercise Price: $46.00		98
	3	Expiration: January 2015, Exercise Price: $50.00		324
		Yahoo!, Inc.
	23	Expiration: October 2014, Exercise Price: $32.00		45
	12	Expiration: October 2014, Exercise Price: $34.00		36
	2	Expiration: November 2014, Exercise Price: $34.00		42
		TOTAL PURCHASED PUT OPTIONS
		(Cost $176,310)		175,258

Shares
SHORT-TERM INVESTMENTS - 3.46%
	380,322	Fidelity Institutional Government Portfolio, Institutional Share Class, 0.01% (c)(f)		380,322
		TOTAL SHORT-TERM INVESTMENTS
		(Cost $380,322)		380,322
		TOTAL INVESTMENTS - 96.73%
		(Cost $10,700,240) (n)	$	10,635,385

ADR -		American Depository Receipt
ETF -		Exchange-Traded Fund
plc -		Public Limited Company
REIT -		Real Estate Investment Trust
(a)		Non-income producing security.
(b)		Foreign security.
(c)		The rate quoted is the annualized seven-day yield as of September 30, 2014.
(d)		Security fair valued by the Adviser in good faith in accordance with the policies adopted by the Board of Trustees.
(e)		All or a portion of the shares have been committed as collateral for open securities sold short.
(f)		All or a portion of the shares have been committed as collateral for written option contracts.
(g)		All or a portion of the shares have been committed as collateral for swap contracts.
(h)		All or a portion of the shares have been committed as collateral for forward currency exchange contracts.
(i)		Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration normally to qualified
		institutional buyers. As of September 30, 2014, these securities represented 1.56% of total net assets.
(j)		Default or other conditions exist and the security is not presently accruing income.
(k)		Level 2 Security. Please see footnote (o) on the schedule of investments for more information.
(l)		Level 3 Security. Please see footnote (o) on the schedule of investments for more information.

(m)		Variable rate.
(n)		The cost basis of investments for federal income tax purposes at September 30, 2014 was as follows:

Cost of investments	$	10,700,240
Gross unrealized appreciation		233,495
Gross unrealized depreciation		(298,350	)
Net unrealized depreciation	$	(64,855	)

(o)

Investment Valuation - The following is a summary of the Fund's pricing procedures. It is intended to be a general discussion and may not necessarily reflect all pricing procedures followed by the Fund.

Securities listed on the NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”). Investments in registered open-end investment companies other than exchange-traded funds are

valued at their reported net asset value (“NAV”). Equity securities that are traded on a national securities exchange are valued at the last sale price at the close of that exchange. The securities valued using quoted

prices in active markets are classified as Level 1 investments. Securities not listed on an exchange, but for which market transaction prices are reported, are valued at the last sale price as of the close of the New York

Stock Exchange. Non-exchange listed securities are valued based on evaluations provided by a third party, when available, or at the mean of the closing bid and asked prices or valued based on the announced price.

These securities are classified as Level 2 investments. In pricing corporate bonds and other debt securities that are not obligations of the U.S. Government or its agencies, the mean of the reported closing bid and

asked prices is used. These securities are classified as Level 2 investments. As a secondary source, an individual broker bid may be used to value debt securities if the Adviser reasonably believes such bid is an

actionable bid in that the broker would be willing to transact at that price. These securities are generally classified as Level 2 or Level 3 investments.

Exchange-traded options are valued at the higher of the intrinsic value of the option (i.e., what the Fund would pay or can receive upon exercising the option) or the last reported composite sale price.

If no sales are reported or if the last sale is outside the bid and asked parameters, the higher of the intrinsic value of the option or the mean between the last reported bid and asked prices is used. Non-exchange-traded

options will be valued at the higher of the intrinsic value of the option or at the price supplied by the counterparty. Options for which there is an active market are classified as Level 1 investments, but options not listed on

an exchange are classified as Level 2 investments. Investments in United States government securities (other than short-term securities) are valued at the mean between the 4:00 PM bid and asked prices supplied by a

third party vendor. Short-term fixed-income securities having a maturity of less than 60 days are valued at amortized cost. Registered open-end investment companies other than exchange-traded funds (i.e., ETFs) are

valued at their reported NAV per share.

Securities for which there are no market quotations readily available or for which such quotations are unreliable are valued at fair value as determined in accordance with procedures adopted by the Board of Trustees and

under the supervision of the Board of Trustees. The factors for fair valuation the Adviser may consider include, among other things: fundamental analytical data; the nature and duration of restrictions on disposition; an

evaluation of forces that influence the market in which the securities are purchased and sold; public trading in similar securities of the issuer or comparable issuers. When fair-value pricing is employed, the prices of

securities used by the Fund to calculate its NAV may differ from quoted or published prices for the same securities. These securities are generally classified as Level 2 or 3 depending on the inputs as described below.

At September 30, 2014, securities fair valued in good faith based on the absolute value of long investments and based on the absolute value of unrealized gains or losses on swap contracts represented 0.15% of net assets.

The Fund has performed an analysis of all existing investments to determine the significance and character of all inputs to their fair value determination. Various inputs are used in determining the value of the Fund’s

investments.

These inputs are summarized in the three broad levels listed below:

Level 1 — Quoted prices in active markets for identical securities.

Level 2 — Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

Level 3 — Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs

are those inputs that reflect the Fund’s own assumptions that market participants would use to price the asset or liability based on the best available information.

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

The following tables provide the fair value measurements of applicable Fund assets and liabilities by level within the fair value hierarchy for the Fund as of September 30, 2014. These assets and liabilities are measured

on a recurring basis.

The following is a summary of the inputs used to value the Fund’s net assets as of September 30, 2014.

Investments at Fair Value	Level 1		Level 2		Level 3		Total
Assets
Common Stocks*	$	8,763,220	$	-	$	10,902	$	8,774,122
Closed-End Funds		145,055		-		-		145,055
Preferred Stocks		394,868		-		-		394,868
Bank Loans		-		40,829		-		40,829
Convertible Bonds		-		93,010		-		93,010
Corporate Bonds		-		631,921		-		631,921
Purchased Put Options		174,708		550		-		175,258
Short-Term Investments		380,322		-		-		380,322
Forward Currency Exchange Contracts**		-		29,041		-		29,041

Liabilities
Common Stocks Sold Short	$	2,354,422	$	-	$	-	$	2,354,422
Written Option Contracts		275,035		12,211		-		287,246
Swap Contracts**		-		182,035		-		182,035
Forward Currency Exchange Contracts**		-		88		-		88

*		Please refer to the Schedule of Investments to view common stocks segregated by industry type.
**		Swap contracts and forward currency exchange contracts are valued at the net unrealized appreciation (depreciation) on the instrument.

		The Level 2 securities are priced using inputs such as current yields, discount rates, credit quality, yields on comparable securities, trading volume, maturity date, market bid and asked prices, prices on comparable securities and other significant inputs. There were no transfers into or out of Level 1 or 2 Securities during the period. Transfers between levels are recognized at the end of the reporting period. Level 3 Reconciliation Disclosure The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.

Description	Investments
Balance as of December 31, 2013	$	-
Change in unrealized depreciation		(159	)
Purchases		11,061
Balance as of September 30, 2014	$	10,902

Significant unobservable valuation inputs developed by the Board of Trustees for material Level 3 investments as of September 30, 2014, are as follows:

Description

Fair Value at

September 30, 2014

Valuation

Technique

Unobservable

Input

Range

Common Stocks

$10,902

Projected Final Distribution

Discount of Projected Distribution

15.69 - 16.10

(p)		Disclosures about Derivative Instruments and Hedging Activities at September 30, 2014.

		The Fund has adopted authoritative standards regarding disclosure about derivatives and hedging activities. Fair values of derivative instruments as of September 30, 2014 are as follows:

Asset Derivatives

Liability Derivatives

Derivatives

Description

Fair Value

Description

Fair Value

Equity Contracts:

Purchased Option Contracts

Schedule of Investments

175,258

N/A

Written Option Contracts

N/A

Schedule of Options Written

287,246

Swap Contracts

Schedule of Swap Contracts

182,035

Foreign Exchange Contracts:

Forward Currency

Exchange Contracts

Schedule of Forward Currency Exchange Contracts

29,041

Schedule of Forward Currency Exchange Contracts

Total

204,299

469,369

The Global Industry Classification Standard (GICS®) was developed by and/or is the 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.

WCM Alternatives: Event-Driven Fund
SCHEDULE OF OPTIONS WRITTEN
September 30, 2014
(Unaudited)

Contracts (100 Shares per contract)

Value

CALL OPTIONS WRITTEN
		AbbVie, Inc.
	5	Expiration: January 2015, Exercise Price: $50.00	$	4,390
		Agilent Technologies, Inc.
	6	Expiration: November 2014, Exercise Price: $55.00		2,025
		Allergan, Inc.
	1	Expiration: October 2014, Exercise Price: $155.00		2,450
	7	Expiration: October 2014, Exercise Price: $160.00		13,272
	6	Expiration: November 2014, Exercise Price: $160.00		12,930
		Alstom SA
	22	Expiration: November 2014, Exercise Price: EUR 28.00 (a)		973
		American International Group, Inc.
	72	Expiration: November 2014, Exercise Price: $52.50		18,576
		Anadarko Petroleum Corporation
	32	Expiration: November 2014, Exercise Price: $100.00		18,720
		AT&T, Inc.
	40	Expiration: January 2015, Exercise Price: $33.00		9,560
		B/E Aerospace, Inc.
	18	Expiration: October 2014, Exercise Price: $80.00		8,280
	7	Expiration: October 2014, Exercise Price: $85.00		770
	18	Expiration: October 2014, Exercise Price: $90.00		450
		Bayer AG
	6	Expiration: November 2014, Exercise Price: EUR 110.00 (a)		3,137
		BP plc - ADR
	3	Expiration: October 2014, Exercise Price: $47.00		15
	3	Expiration: October 2014, Exercise Price: $48.00		9
	7	Expiration: October 2014, Exercise Price: $49.00		14
		Burger King Worldwide, Inc.
	11	Expiration: January 2015, Exercise Price: $40.00		55
		CBS Corporation Class B
	2	Expiration: December 2014, Exercise Price: $57.50		314
	15	Expiration: December 2014, Exercise Price: $60.00		1,350
		CenterPoint Energy, Inc.
	16	Expiration: November 2014, Exercise Price: $24.00		1,600
		Chemtura Corporation
	19	Expiration: December 2014, Exercise Price: $25.00		1,140
		DISH Network Corporation Class A
	31	Expiration: January 2015, Exercise Price: $62.50		16,585
		The Dow Chemical Company
	29	Expiration: December 2014, Exercise Price: $52.50		7,366
		Dresser-Rand Group, Inc.
	8	Expiration: December 2014, Exercise Price: $85.00		120
		E.I. Du Pont de Nemours & Company
	11	Expiration: October 2014, Exercise Price: $65.00		7,507
		eBay, Inc.
	8	Expiration: December 2014, Exercise Price: $55.00		2,984

	Ensco plc Class A
5	Expiration: October 2014, Exercise Price: $45.00	75
	Equinix, Inc.
4	Expiration: December 2014, Exercise Price: $220.00	2,420
	Equity Commonwealth
50	Expiration: October 2014, Exercise Price: $27.50	250
11	Expiration: January 2015, Exercise Price: $27.50	440
	Family Dollar Stores, Inc.
3	Expiration: October 2014, Exercise Price: $80.00	24
	H&R Block, Inc.
41	Expiration: January 2015, Exercise Price: $32.00	4,551
	Hertz Global Holdings, Inc.
1	Expiration: October 2014, Exercise Price: $29.00	10
7	Expiration: December 2014, Exercise Price: $24.00	1,645
18	Expiration: December 2014, Exercise Price: $26.00	2,700
22	Expiration: December 2014, Exercise Price: $29.00	1,320
	Hess Corporation
26	Expiration: October 2014, Exercise Price: $97.50	1,573
	Huntsman Corporation
101	Expiration: November 2014, Exercise Price: $26.00	10,100
62	Expiration: November 2014, Exercise Price: $27.00	3,720
	International Game Technology
28	Expiration: October 2014, Exercise Price: $17.00	350
4	Expiration: January 2015, Exercise Price: $17.00	210
	International Paper Company
3	Expiration: October 2014, Exercise Price: $45.00	1,222
8	Expiration: October 2014, Exercise Price: $46.00	2,508
34	Expiration: January 2015, Exercise Price: $49.00	5,763
	Kinder Morgan, Inc.
5	Expiration: January 2015, Exercise Price: $50.00	35
27	Expiration: January 2015, Exercise Price: $55.00	297
	Lamar Advertising Company Class A
91	Expiration: October 2014, Exercise Price: $52.50	910
	Level 3 Communications, Inc.
6	Expiration: December 2014, Exercise Price: $41.00	3,480
	LIFE TIME FITNESS, Inc.
5	Expiration: October 2014, Exercise Price: $45.00	2,950
	Lorillard, Inc.
5	Expiration: December 2014, Exercise Price: $62.50	175
3	Expiration: December 2014, Exercise Price: $65.00	40
	MeadWestvaco Corporation
24	Expiration: December 2014, Exercise Price: $42.50	2,160
	Occidental Petroleum Corporation
25	Expiration: November 2014, Exercise Price: $97.50	6,025
	Packaging Corporation of America
16	Expiration: January 2015, Exercise Price: $67.50	2,720
	Pfizer, Inc.
70	Expiration: October 2014, Exercise Price: $29.00	5,460
5	Expiration: October 2014, Exercise Price: $30.00	125
3	Expiration: December 2014, Exercise Price: $30.00	195
	QEP Resources, Inc.
75	Expiration: December 2014, Exercise Price: $32.00	7,500

	Rock Tenn Company Class A
6	Expiration: January 2015, Exercise Price: $47.50	1,710
13	Expiration: January 2015, Exercise Price: $50.00	2,340
	Shire plc - ADR
1	Expiration: October 2014, Exercise Price: $235.00	2,650
	Sirius XM Holdings, Inc.
419	Expiration: December 2014, Exercise Price: $3.50	5,447
20	Expiration: January 2015, Exercise Price: $3.50	340
	SLM Corporation
4	Expiration: October 2014, Exercise Price: $25.00	560
7	Expiration: October 2014, Exercise Price: $26.00	476
	Sprint Corporation
43	Expiration: November 2014, Exercise Price: $5.00	6,450
	Time Warner Cable, Inc.
2	Expiration: October 2014, Exercise Price: $140.00	1,100
2	Expiration: October 2014, Exercise Price: $75.00	429
	The Timken Company
5	Expiration: December 2014, Exercise Price: $45.00	488
	T-Mobile U.S., Inc.
72	Expiration: November 2014, Exercise Price: $30.00	8,280
	TRW Automotive Holdings Corporation
7	Expiration: January 2015, Exercise Price: $105.00	53
	Verizon Communications, Inc.
4	Expiration: October 2014, Exercise Price: $49.00	444
	Visteon Corporation
5	Expiration: December 2014, Exercise Price: $105.00	1,450
	Vivendi SA
39	Expiration: October 2014, Exercise Price: EUR 18.50 (a)	3,399
39	Expiration: November 2014, Exercise Price: EUR 19.00 (a)	2,709
26	Expiration: November 2014, Exercise Price: EUR 19.50 (a)	1,084
18	Expiration: November 2014, Exercise Price: EUR 20.00 (a)	409
9	Expiration: December 2014, Exercise Price: EUR 19.50 (a)	500
	Vodafone Group plc - ADR
15	Expiration: October 2014, Exercise Price: $33.00	900
2	Expiration: October 2014, Exercise Price: $35.00	40
	Walgreen Company
7	Expiration: November 2014, Exercise Price: $60.00	1,099
	The Williams Companies, Inc.
8	Expiration: October 2014, Exercise Price: $55.00	1,060
6	Expiration: October 2014, Exercise Price: $57.50	213
11	Expiration: November 2014, Exercise Price: $55.00	2,525
4	Expiration: January 2015, Exercise Price: $52.50	1,740
4	Expiration: January 2015, Exercise Price: $55.00	1,144
	Yahoo!, Inc.
23	Expiration: October 2014, Exercise Price: $34.00	15,640
15	Expiration: October 2014, Exercise Price: $36.00	7,350
3	Expiration: November 2014, Exercise Price: $37.00	1,380
		278,954

PUT OPTIONS WRITTEN
		SPDR S&P 500 ETF Trust
	9	Expiration: October 2014, Exercise Price: $191.00		864
	4	Expiration: October 2014, Exercise Price: $192.00		452
	6	Expiration: November 2014, Exercise Price: $193.00		1,740
	22	Expiration: December 2014, Exercise Price: $185.00		5,236
				8,292
		TOTAL OPTIONS WRITTEN
		(Premiums received $390,784)	$	287,246

ADR -		American Depository Receipt
ETF -		Exchange-Traded Fund
plc -		Public Limited Company
(a)		Level 2 Security. Please see footnote (o) on the schedule of investments for more information.

WCM Alternatives: Event-Driven Fund
SCHEDULE OF SECURITIES SOLD SHORT
September 30, 2014
(Unaudited)

Shares			Value
COMMON STOCKS
	3,548	AbbVie, Inc.	$	204,932
	363	AECOM Technology Corporation		12,251
	11,164	Applied Materials, Inc.		241,254
	4,348	AT&T, Inc.		153,224
	209	Burger King Worldwide, Inc.		6,199
	6,146	Comcast Corporation Class A		330,532
	1,447	Comcast Corporation Special Class A		77,414
	2,900	Iron Mountain, Inc.		94,685
	1,488	Liberty Global plc Class A (a)		63,300
	2,506	Liberty Global plc Series C (a)		102,784
	3,604	M&T Bank Corporation		444,337
	5,382	Medtronic, Inc.		333,415
	9,611	RF Micro Devices, Inc.		110,911
	1,348	Valeant Pharmaceuticals International, Inc. (a)		176,858
	30	Whiting Petroleum Corporation		2,326
		TOTAL SECURITIES SOLD SHORT
		(Proceeds $2,289,350)	$	2,354,422

plc -		Public Limited Company
(a)		Foreign security.

WCM Alternatives: Event-Driven Fund
SCHEDULE OF FORWARD CURRENCY EXCHANGE CONTRACTS*
September 30, 2014
(Unaudited)
				U.S.					U.S.		Unrealized
				$ Value at					$ Value at		Appreciation
Settlement Date	Currency to be Delivered			September 30, 2014		Currency to be Received			September 30, 2014		(Depreciation)**
3/26/2015		64,557	Australian Dollars	$	55,806		59,199	U.S. Dollars	$	59,199	$	3,393
3/26/2015		9,281	U.S. Dollars		9,281		10,760	Australian Dollars		9,301		20
3/19/2015		34,407	British Pounds		55,681		58,178	U.S. Dollars		58,178		2,497
3/19/2015		1,988	U.S. Dollars		1,988		1,174	British Pounds		1,900		(88	)
1/21/2015		189,907	Canadian Dollars		169,105		171,984	U.S. Dollars		171,984		2,879
10/9/2014		81,095	Euros		102,433		109,627	U.S. Dollars		109,627		7,194
10/22/2014		48,180	Euros		60,863		65,170	U.S. Dollars		65,170		4,307
12/3/2014		66,000	Euros		83,399		84,697	U.S. Dollars		84,697		1,298
12/9/2014		66,490	Euros		84,022		85,442	U.S. Dollars		85,442		1,420
12/10/2014		249,018	Euros		314,683		319,838	U.S. Dollars		319,838		5,155
3/17/2015		39,884	Euros		50,441		51,298	U.S. Dollars		51,298		857
10/23/2014		88,001	Hong Kong Dollars		11,332		11,353	U.S. Dollars		11,353		21
				$	999,034				$	1,027,987	$	28,953

* JPMorgan Chase & Co. Inc. is the counterparty for all open forward currency exchange contracts held by the Fund as of September 30, 2014.
** Unrealized appreciation is a receivable and unrealized depreciation is a payable.

WCM Alternatives: Event-Driven Fund
SCHEDULE OF SWAP CONTRACTS
September 30, 2014
(Unaudited)

								Unrealized
Termination Date	Security	Shares			Notional			Appreciation (Depreciation)*			Counterparty
LONG TOTAL RETURN SWAP CONTRACTS
8/19/2015	Alstom SA		2,400		$	82,089		$	(2,954	)	JPMorgan Chase & Co. Inc.
9/17/2015	American International Group, Inc.		7,212			389,592			(13,955	)	JPMorgan Chase & Co. Inc.
8/27/2015	Anadarko Petroleum Corporation		3,200			324,608			(29,990	)	JPMorgan Chase & Co. Inc.
1/10/2015	Apollo Residential Mortgage, Inc.		2,996			46,228			(498	)	JPMorgan Chase & Co. Inc.
9/24/2015	B/E Aerospace, Inc.		4,300			360,942			(7,709	)	JPMorgan Chase & Co. Inc.
8/7/2015	Banco Santander Brasil SA		1,920			12,557			-		Merrill Lynch & Co. Inc.
9/19/2015	Bayer AG		600			83,900			(2,752	)	JPMorgan Chase & Co. Inc.
5/5/2015	CBS Corporation Class B		1,700			90,950			(7,810	)	Merrill Lynch & Co. Inc.
3/17/2015	Chemtura Corporation		1,900			44,327			(5,241	)	Merrill Lynch & Co. Inc.
8/12/2015	Covidian plc		6,004			519,406			8,349		JPMorgan Chase & Co. Inc.
8/28/2015	Covidian plc		127			10,987			(37	)	Merrill Lynch & Co. Inc.
1/15/2015	Equinix, Inc.		300			63,744			9,863		JPMorgan Chase & Co. Inc.
1/13/2015	General Motors Company		11,500			367,310			(30,364	)	Merrill Lynch & Co. Inc.
3/14/2015	Hess Corporation		2,600			245,232			36,289		Merrill Lynch & Co. Inc.
6/11/2015	Huntsman Corporation		7,900			205,321			(20,122	)	Merrill Lynch & Co. Inc.
9/24/2015	Huntsman Corporation		8,400			218,316			(10,122	)	JPMorgan Chase & Co. Inc.
5/30/2015	Iron Mountain, Inc.		2,900			94,685			4,299		Merrill Lynch & Co. Inc.
9/23/2015	Jazztel plc		3,068			49,678			(582	)	JPMorgan Chase & Co. Inc.
3/3/2015	Koninklijke KPN NV		31,038			99,458			(8,014	)	JPMorgan Chase & Co. Inc.
1/15/2015	Lamar Advertising Company Class A		9,700			477,725			(30,364	)	JPMorgan Chase & Co. Inc.
8/4/2015	Noble Corporation plc		2,200			48,884			(21,433	)	Merrill Lynch & Co. Inc.
9/4/2015	Occidental Petroleum Corporation		2,500			240,375			(15,556	)	JPMorgan Chase & Co. Inc.
8/4/2015	Paragon Offshore plc		306			1,882			(2,361	)	Merrill Lynch & Co. Inc.
3/24/2015	Pfizer, Inc.		3,600			106,452			(7,394	)	JPMorgan Chase & Co. Inc.
1/13/2015	QEP Resources, Inc.		2,300			70,794			2,413		Merrill Lynch & Co. Inc.
5/27/2015	SAI Global, Ltd.		11,955			42,392			(12,778	)	JPMorgan Chase & Co. Inc.
1/13/2015	Time Warner Cable, Inc.		1,600			229,584			5,715		Merrill Lynch & Co. Inc.
1/16/2015	Vivendi SA		13,022			314,477			(24,110	)	JPMorgan Chase & Co. Inc.
1/28/2015	Ziggo NV (a)		4,380			203,067			5,849		JPMorgan Chase & Co. Inc.

SHORT TOTAL RETURN SWAP CONTRACTS
3/20/2015	AMEC plc		(2,804	)		(50,184	)		843		JPMorgan Chase & Co. Inc.
8/7/2015	Banco Santander SA - ADR		(1,343	)		(12,758	)		(28	)	Merrill Lynch & Co. Inc.
8/12/2015	Comcast Corporation Class A		(2,588	)		(139,183	)		(550	)	Merrill Lynch & Co. Inc.
7/17/2015	GTECH Holdings Corporation		(157	)		(3,730	)		301		Merrill Lynch & Co. Inc.
8/14/2015	Medtronic, Inc.		(358	)		(22,178	)		607		JPMorgan Chase & Co. Inc.
8/28/2015	Medtronic, Inc.		(121	)		(7,496	)		153		Merrill Lynch & Co. Inc.
7/7/2015	Publicis Groupe		(29	)		(1,991	)		(1,992	)	Merrill Lynch & Co. Inc.
								$	(182,035	)
ADR -	American Depositary Receipt
plc -	Public Limited Company
*	Based on the net value of each counterparty, unrealized appreciation is a receivable and unrealized depreciation is a payable on the Statement of Assets and Liabiliities.
(a)	Security fair valued by the Adviser in good faith in accordance with the policies adopted by the Board of Trustees.

Item 2. Controls and Procedures.

(a)

The Registrant’s Co-Presidents/Principal Executive Officers and Treasurer/Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) (17 CFR 270.30a-3(c)) as of a date within 90 days of the filing date of the report as required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rule 13a-15(b) or Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(d)). Based on their review, such officers have concluded that the disclosure controls and procedures are reasonably designed to ensure 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 1940 Act) (17 CFR 270.30a-3(d)) that occurred during the Registrant's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 3. Exhibits.

Separate certifications for each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)). Filed herewith.

SIGNATURES

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

(Registrant) Westchester Capital Funds

By (Signature and Title) /s/ Michael T. Shannon

Michael T. Shannon, Co-President

Date November 12, 2014

By (Signature and Title) /s/ Roy Behren

Roy Behren, Co-President and Treasurer

Date November 12, 2014

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

By (Signature and Title)* /s/ Michael T. Shannon

Michael T. Shannon, Co-President

Date November 12, 2014

By (Signature and Title)* /s/ Roy Behren

Roy Behren, Co-President and Treasurer

Date November 12, 2014

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

This ‘N-Q’ Filing	Date	Other Filings

	12/31/14	None on these Dates
Filed on / Effective on:	11/26/14
	11/12/14
For Period End:	9/30/14
	12/31/13
		List all Filings

Westchester Capital Funds – ‘N-Q’ for 9/30/14

On: Wednesday, 11/26/14, at 4:11pm ET · Effective: 11/26/14 · For: 9/30/14 · Accession #: 894189-14-5726 · File #: 811-22818

Previous ‘N-Q’: ‘N-Q’ on 5/30/14 for 3/31/14 · Next: ‘N-Q’ on 5/29/15 for 3/31/15 · Latest: ‘N-Q’ on 11/28/18 for 9/30/18

Quarterly Schedule of Portfolio Holdings of a Management Investment Company — Form N-Q
Filing Table of Contents

N-Q — Quarterly Notice of Portfolio Holdings

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein

Westchester Capital Funds – ‘N-Q’ for 9/30/14

On: Wednesday, 11/26/14, at 4:11pm ET · Effective: 11/26/14 · For: 9/30/14 · Accession #: 894189-14-5726 · File #: 811-22818

Previous ‘N-Q’: ‘N-Q’ on 5/30/14 for 3/31/14 · Next: ‘N-Q’ on 5/29/15 for 3/31/15 · Latest: ‘N-Q’ on 11/28/18 for 9/30/18

Quarterly Schedule of Portfolio Holdings of a Management Investment Company — Form N-QFiling Table of Contents

N-Q — Quarterly Notice of Portfolio Holdings

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein

Quarterly Schedule of Portfolio Holdings of a Management Investment Company — Form N-Q
Filing Table of Contents