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 811-4229
Churchill Cash Reserves Trust
(Exact name of Registrant as specified in charter)
380 Madison Avenue
New York, New York 10017
(Address of principal executive offices) (Zip code)
Joseph P. DiMaggio
380 Madison Avenue
New York, New York 10017
(Name and address of agent for service)
Registrant's telephone number, including area code: (212) 697-6666
Date of fiscal year end: 9/30
Date of reporting period: 9/30/08
FORM N-CSR
ITEM 1. REPORTS TO STOCKHOLDERS.
CHURCHILL CASH RESERVES TRUST
ANNUAL
REPORT
September 30, 2008
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and
Board of Trustees of
Churchill Cash Reserves Trust
We have audited the accompanying statement of net assets, of Churchill Cash
Reserves Trust ("the Trust") as of September 30, 2008 and the related statements
of changes in net assets for each of the two years in the period then ended and
financial highlights for each of the four years in the period then ended. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits. The financial
highlights for the period ended September 30, 2004 has been audited by other
auditors, whose report dated November 17, 2004 expressed an unqualified opinion
on such financial statements and financial highlights.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. The Trust
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Trust's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Churchill Cash Reserves Trust as of September 30, 2008, and the changes in its
net assets for each of the two years in the period then ended, and the financial
highlights for each of the four years in the period then ended, in conformity
with accounting principles generally accepted in the United States of America.
TAIT, WELLER & BAKER LLP
Philadelphia, Pennsylvania
November 25, 2008
CHURCHILL CASH RESERVES TRUST
STATEMENT OF NET ASSETS
September 30, 2008
Cash and Net Assets - 100.0% $1,002
======
Applicable to 1,002 shares outstanding (unlimited
number of $0.01 par value shares authorized)
Net Asset Value Per Share $1.00
=====
See accompanying notes to financial statements.
CHURCHILL CASH RESERVES TRUST
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2008
The Trust had no operations during
the period.
See accompanying notes to financial
statements.
CHURCHILL CASH RESERVES TRUST
STATEMENTS OF CHANGES IN NET ASSETS
Year Ended Year Ended
September September 30, 2007
30, 2008
-------------------------- -----------------------
-------------------------- -----------------------
The Trust had no operations during the periods shown.
NET ASSETS:
Beginning of period $ 1,002 $ 1,002
------- -------
End of period $ 1,002 $ 1,002
======= =======
See accompanying notes to financial
statements.
CHURCHILL CASH RESERVES TRUST
NOTES TO FINANCIAL STATEMENTS
Note A - Churchill Cash Reserves Trust (the "Trust"), a diversified, open-end
investment company, was organized on January 4, 1985, as a Massachusetts
business trust and is authorized to issue an unlimited number of shares. The
Trust commenced operations on July 9, 1985. The Trust ceased operations on
January 25, 2001 inasmuch as all shares outstanding, except for 1,002 shares
owned by Aquila Management Corporation (which have been subsequently transferred
to its wholly-owned subsidiary, Aquila Investment Management LLC) had been
redeemed by shareholders. Although the Trust is not conducting a public offering
of its shares, it will continue to exist as a Massachusetts business trust and
maintain its registration as an investment company. Administrative expenses
incurred in connection herewith, have been assumed by Aquila Investment
Management LLC.
Note B - Since inception, the Trust has qualified as a regulated investment
company by complying with the provisions of the Internal Revenue Code applicable
to certain investment companies. The Trust made distributions of income and
security profits sufficient to relieve it from all, or substantially all,
Federal income and excise taxes.
Note C- Aquila Investment Management LLC has agreed to pay all operating
expenses of the Trust.
Note D - Accounting pronouncements: In July 2006, the Financial Accounting
Standards Board ("FASB") released FASB Interpretation No. 48 "Accounting for
Uncertainty in Income Taxes" ("FIN 48"). FIN 48 provides guidance for how
uncertain tax positions should be recognized, measured, presented and disclosed
in the financial statements. FIN 48 requires the evaluation of tax positions
taken or expected to be taken in the course of preparing the Trust's tax returns
to determine whether the tax positions are "more-likely-than-not" of being
sustained by the applicable tax authority. Tax positions not deemed to meet the
more likely than not threshold would be recorded as a tax benefit or expense in
the current year. FIN 48 was effective for the Trust on March 31, 2008 there
were no uncertain tax positions to be reflected in the Trust's financial
statements at September 30, 2008.
Proxy Voting Record. The Fund does not invest in equity securities. Accordingly,
there were no matters relating to a portfolio security considered at any
shareholder meeting held during the 12 months ended June 30, 2008 with respect
to which the Fund was entitled to vote. Applicable regulations require us to
inform you that the foregoing proxy voting information is available on the SEC
website at http://www.sec.gov
CHURCHILL CASH RESERVES TRUST
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Year Ended September 30,
------------------------
2008* 2007* 2006* 2005* 2004*
----- ----- ----- ----- -----
Net Asset Value,
Beginning of Period $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
Income from Investment
Operations:
Net investment income - - - - -
-------- -------- -------- ------- -------
Less Distributions:
Dividends from net - - - - -
- - - - -
Investment income
Net Asset Value,
End of Period $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
======= ======= ======= ======= =======
Total Return - - - - -
Ratios/Supplemental Data
Net Assets, End of Period
($ thousands) $1 $1 $1 $1 $1
Ratio of Expenses to Average Net
Assets - - - - -
Ratio of Net Investment
Income to Average Net Assets - - - - -
The expense and net investment income ratios without the effect of the former Manager's voluntary
waiver of a portion of fees were:
Ratio of Expenses to Average Net
Assets - - - - -
Ratio of Net Investment Income to
Average Net Assets - - - - -
* The Trust had no operations.
See accompanying notes to financial statements.
Analysis of Expenses (unaudited)
As a shareholder of the Trust, you may incur ongoing costs, including management
fees; and other Trust expenses. The tables below are intended to help you
understand your ongoing costs (in dollars) of investing in the Trust and to
compare these costs with the ongoing costs of investing in other mutual funds.
The tables below are based on an investment of $1,000 invested on April 1, 2008
and held for the six months ended September 30, 2008.
Actual Expenses
This table provides information about actual account values and actual expenses.
You may use the information provided in this table, together with the amount you
invested, to estimate the expenses that you paid over the period. To estimate
the expenses you paid on your account, divide your ending account value by
$1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6),
then multiply the result by the number under the heading entitled "Expenses Paid
During the Period".
For The Six Months Ended September 30, 2008
Actual Beginning Ending Expenses
Total Return(1) Account Account Paid During
Value Value the Period(2)
CHURCHILL CASH RESERVES TRUST - $1,000.00 $1,000.00 -
(1) The Trust did not have any operations during the period.
(2) The Trust did not incur any expenses during the period(note C).
Analysis of Expenses (unaudited) (continued)
Hypothetical Example for Comparison Purposes
The table below provides information about hypothetical account values and
hypothetical expenses based on the actual expense ratio and an assumed rate of
return of 5.00% per year before expenses, which is not the Trust'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 the information provided in this table to compare the ongoing costs of
investing in the Trust and other mutual funds. To do so, compare this 5.00%
hypothetical example relating to the Trust with the 5.00% hypothetical examples
that appear in the shareholder reports of other mutual funds.
For The Six Months Ended September 30, 2008
Hypothetical Beginning Ending Expenses
Annualized Account Account Paid During
Total Value Value the Period(1)
Return
CHURCHILL CASH RESERVES TRUST 5.00% $1,000.00 $1,025.00 -
(1) The Trust did not incur any expenses during the period (note C).
Additional Information (unaudited)
Trustees(1)
and Officers
Number of
Positions Held Portfolios Other Directorships
with in Fund Held by Trustee
Trust and Complex (The position held is
Name, Address(2) Length of Principal Occupation(s) Overseen a directorship unless
and Date of Birth Service(3) During Past 5 Years by Trustee(4) indicated otherwise.)
- ------------------ ---------- ------------------- ------------- ---------------------
Interested
Trustee(5)
Lacy B. Herrmann Founder and Founder and Chairman of the 2 Director or trustee, Premier
New York, NY Chairman of Board, Aquila Management VIT, Oppenheimer Quest Value
(05/12/29) the Board of Corporation, the sponsoring Funds Group, Oppenheimer Small
Trustees since organization and parent of the Cap Value Fund, Oppenheimer
1985 Manager or Administrator and/or Midcap Fund, and Oppenheimer
Adviser or Sub-Adviser to each Rochester Group of Funds.
fund of the Aquila Group of
Funds(6); Chairman of the
Manager or Administrator and/or
Adviser or Sub-Adviser to each
since 2004; Founder and Chairman
Emeritus of each fund in the
Aquila Group of Funds;
previously Chairman and a
Trustee of each fund in the
Aquila Group of Funds since its
establishment until 2004 or
2005; Director of the
Distributor since 1981 and
formerly Vice President or
Secretary, 1981-1998; Trustee
Emeritus, Brown University and
the Hopkins School; active in
university, school and
charitable organizations.
Non-interested
Trustees
Theodore T. Mason Trustee since Executive Director, East Wind 8 Trustee, Premier VIT.
New York, NY 1985 Power Partners LTD since 1994
(11/24/35) and Louisiana Power Partners,
1999-2003; Treasurer, Fort
Schuyler Maritime Alumni
Association, Inc., successor to
Alumni Association of SUNY
Maritime College, since 2004
(President, 2002-2003, First
Vice President, 2000-2001,
Second Vice President,
1998-2000) and director of the
same organization since 1997;
Director, STCM Management
Company, Inc., 1973-2004; twice
national officer of Naval
Reserve Association, Commanding
Officer of four naval reserve
units and Captain, USNR (Ret);
director, The Navy League of the
United States New York Council
since 2002; trustee, The
Maritime Industry Museum at Fort
Schuyler, 2000-2004; and Fort
Schuyler Maritime Foundation,
Inc., successor to the Maritime
College at Fort Schuyler
Foundation, Inc., since 2000.
John J. Partridge Trustee since Founding Partner, Partridge Snow 4 None
Providence, RI 2004 & Hahn LLP, a law firm,
(05/05/40) Providence, Rhode Island, since
1988, Senior Counsel, since January 1,
2007; Assistant Secretary - Advisor to
the Board, Narragansett Insured
Tax-Free Income Fund, 2005-2008,
Trustee 2002-2005; director or trustee
of various educational, civic and
charitable organizations, including
Ocean State Charities Trust, Memorial
Hospital of Rhode Island, and The
Pawtucket Foundation.
Officers
Diana P. Herrmann President Vice Chair and Chief Executive N/A N/A
New York, NY since 2004, Officer of Aquila Management
(02/25/58) Senior Vice Corporation, Founder of the
President Aquila Group of Funds and parent
since 1999 and of Aquila Investment Management
Vice President LLC, Manager since 2004,
1988-1999 President since 1997, Chief
Operating Officer, 1997-2008, a
Director since 1984, Secretary since
1986 and previously its Executive Vice
President, Senior Vice President or
Vice President, 1986-1997; Chief
Executive Officer and Vice Chair since
2004, President and Manager of the
Manager since 2003, and Chief
Operating Officer of the Manager,
2003-2008; Chair, Vice Chair,
President, Executive Vice President or
Senior Vice President of funds in the
Aquila Group of Funds since 1986;
Director of the Distributor since
1997; trustee, Reserve Money-Market
Funds, 1999-2000 and Reserve Private
Equity Series, 1998-2000; Governor,
Investment Company Institute (a trade
organization for the U.S. mutual fund
industry dedicated to protecting
shareholder interests and educating
the public about investing) and head
of its Small Funds Committee since
2004; active in charitable and
volunteer organizations.
Robert W. Chief Chief Compliance Officer of the N/A N/A
Anderson Compliance Trust and each of the other
New York, NY (08/23/40) Officer since funds in the Aquila Group of
2004 and Funds, the Manager and the
Assistant Distributor since 2004,
Secretary Compliance Officer of the
since 2000 Manager or its predecessor and
current parent 1998-2004;
Assistant Secretary of the
Aquila Group of Funds since 2000.
Joseph P. DiMaggio Chief Chief Financial Officer of the N/A N/A
New York, NY Financial Aquila Group of Funds since 2003
(11/06/56) Officer since and Treasurer since 2000.
2003 and
Treasurer
since 2000
Edward M. W. Hines Secretary Shareholder of Butzel Long, a N/A N/A
New York, NY since 1985 professional corporation,
(12/16/39) counsel to the Trust, since
2007; Partner of Hollyer Brady
Barrett & Hines LLP, its
predecessor as counsel,
1989-2007; Secretary of the
Aquila Group of Funds.
John M. Herndon Assistant Assistant Secretary of the N/A N/A
New York, NY (12/17/39) Secretary Aquila Group of Funds since 1995
since 1995 and Vice President of the three
Aquila Money-Market Funds since
1990; Vice President of the
Manager or its predecessor and
current parent since 1990.
(1) The Trust's Statement of Additional Information includes additional
information about the Trustees and is available, without charge, upon request by
calling 800-437-1020 (toll-free) or by visiting the EDGAR Database at the SEC's
internet site at www.sec.gov.
(2) The mailing address of each Trustee and officer is c/o Churchill Cash
Reserves Trust, 380 Madison Avenue, New York, NY 10017.
(3) Because the Trust does not hold annual meetings, each Trustee holds office
for an indeterminate term. The term of office of each officer is one year.
(4) Includes certain Aquila-sponsored funds that are dormant (including this
fund) and have no public shareholders.
(5) Mr. Herrmann is an interested person of the Trust as that term is defined in
the 1940 Act as an officer of the Trust and a director, officer and shareholder
of the Manager's corporate parent.
(6) In this material Pacific Capital Cash Assets Trust, Pacific Capital U.S.
Government Securities Cash Assets Trust and Pacific Capital Tax-Free Cash Assets
Trust, each of which is a money-market fund, are called the "Aquila Money-Market
Funds"; Hawaiian Tax-Free Trust, Tax-Free Trust of Arizona, Tax-Free Trust of
Oregon, Tax-Free Fund of Colorado, Churchill Tax-Free Fund of Kentucky,
Narragansett Insured Tax-Free Income Fund and Tax-Free Fund For Utah, each of
which is a tax-free municipal bond fund, are called the "Aquila Municipal Bond
Funds"; Aquila Rocky Mountain Equity Fund is an equity fund; Aquila Three Peaks
High Income Fund is a high income corporate bond fund; considered together,
these 12 funds which do not include the dormant funds (which includes this fund)
described in footnote 4, are called the "Aquila Group of Funds."
ITEM 2. CODE OF ETHICS.
(a) As of September 30, 2008 (the end of the reporting period) the
Trust has adopted a code of ethics that applies to the Fund's
principal executive officer(s)and principal financial officer(s)
and persons performing similar functions ("Covered Officers") as
defined in the Aquila Group of Funds Code of Ethics for Principal
Executive and Senior Financial Officers under Section 406 of the
Sarbanes-Oxley Act of 2002;
(f)(1) Pursuant to Item 10(a)(1), a copy of the Fund's Code of
Ethics that applies to the Trust's principal executive officer(s)
and principal financial officer(s) and persons performing similar
functions is included as an exhibit to its annual report on this
Form N-CSR;
(f)(2) The text of the Fund's Code of Ethics that applies to the
Fund's principal executive officer(s) and principal financial
officer(s) and persons performing similar functions has been
posted on its Internet website which can be found at the Fund's
Internet address at aquilafunds.com.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a)(1)(ii) The Board of Trustees of the Fund has determined that
it does not have at least one audit committee financial expert
serving on its audit committee. The Fund does not have such a
person serving on the audit committee because none of the persons
currently serving as Trustees happens to have the technical
accounting and auditing expertise included in the definition of
"audit committee financial expert" recently adopted by the Securities
and Exchange Commission in connection with this Form N-CSR, and the
Board has not heretofore deemed it necessary to seek such a person
for election to the Board.
The primary mission of the Board, which is that of oversight over
the operations and affairs of the Fund, confronts the Trustees with
a wide and expanding range of issues and responsibilities. The
Trustees believe that, accordingly, it is essential that the Board's
membership consist of persons with as extensive experience as possible
in fulfilling the duties and responsibilities of mutual fund directors
and audit committee members and, ideally, with extensive experience
and background relating to the economic and financial sectors and
securities in which the Fund invests, including exposure to the
financial and accounting matters commonly encountered with respect
to those sectors and securities. The Board believes that its current
membership satisfies those criteria. It recognizes that it would
also be helpful to have a member with the relatively focused accounting
and auditing expertise reflected in the applicable definition of
"audit committee financial expert," just as additional members with
similarly focused technical expertise in other areas relevant to
the Fund's operations and affairs would also contribute added value.
However, the Board believes that the Fund is better served, and its
assets better employed, by a policy of hiring experts in various
the specialized area of technical accounting and
auditing matters, if and as the Board identifies the need, rather
than by seeking to expand its numbers by adding technical experts
in the areas constituting its domain of responsibility. The Fund's
Audit Committee Charter explicitly authorizes the Committee to
retain such experts as it deems necessary in fulfilling its duties
under the Charter.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
a) Audit Fees - The aggregate fees billed for each of the last two
fiscal years for professional services rendered by the principal
accountant for the audit of the Registrant's annual financial statements
or services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements were $1,000 in 2007
and $1,000 in 2008.
b) Audit Related Fees - There were no amounts billed for audit-related
fees over the past two years other than stated above.
c) Tax Fees - The Registrant was billed by the principal accountant
$300 and $300 in 2007 and 2008, respectively, for tax return
preparation, tax compliance and tax planning.
d) All Other Fees - There were no additional fees paid for audit and non-
audit services other than those disclosed in a) thorough c) above.
e)(1) Currently, the audit committee of the Registrant pre-approves audit
services and fees on an engagement-by-engagement basis.
e)(2) None of the services described in b) through d) above were approved
by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
Regulation S-X, all were pre-approved on an engagement-by-engagement basis.
f) No applicable.
g) There were no non-audit services fees billed by the Registrant's accountant
to the Registrant's investment adviser or distributor over the past two years.
h) Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
Included in Item 1 above
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Board of Directors of the Registrant has adopted a Nominating
Committee Charter which provides that the Nominating Committee (the 'Committee')
may consider and evaluate nominee candidates properly submitted by shareholders
if a vacancy among the Independent Trustees of the Registrant occurs and if,
based on the Board's then current size, composition and structure, the Committee
determines that the vacancy should be filled. The Committee will consider
candidates submitted by shareholders on the same basis as it considers and
evaluates candidates recommended by other sources. A copy of the qualifications
and procedures that must be met or followed by shareholders to properly submit
a nominee candidate to the Committee may be obtained by submitting a request
in writing to the Secretary of the Registrant.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Based on their evaluation of the registrant's disclosure controls and
procedures (as defined in Rule 30a-2(c) under the Investment Company Act of
1940) as of a date within 90 days of the fling of this report, the registrant's
chief financial and executive officers have concluded that the disclosure
controls and procedures of the registrant are appropriately designed to ensure
that information required to be disclosed in the registrant's reports that are
filed under the Securities Exchange Act of 1934 are accumulated and communicated
to registrant's management, including its principal executive officer(s) and
principal financial officer(s), to allow timely decisions regarding required
disclosure and is recorded, processed, summarized and reported, within the time
periods specified in the rules and forms adopted by the Securities and Exchange
Commission.
(b) There have been no significant changes in registrant's internal controls or
in other factors that could significantly affect registrant's internal controls
subsequent to the date of the most recent evaluation, including no significant
deficiencies or material weaknesses that required corrective action.
ITEM 12. EXHIBITS.
(a)(1) Aquila Group of Funds Code of Ethics for Principal Executive and
Senior Financial Officers under Section 406 of the Sarbanes-Oxley Act
of 2002.
(a)(2) Certifications of principal executive officer and principal financial
officer as required by Rule 30a-2(a) under the Investment Company Act of
1940.
(b) Certifications of principal executive officer and principal financial
officer as required by Rule 30a-2(b) under the Investment Company Act of 1940.
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.
CHURCHILL CASH RESERVES TRUST
By: /s/ Lacy B. Herrmann
- ----------------------------------
Chairman of the Board
December 8, 2008
By: /s/ Diana P. Herrmann
- ----------------------------------
President
December 8, 2008
By: /s/ Joseph P. DiMaggio
- ------------------------------------
Chief Financial Officer and Treasurer
December 8, 2008
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/ Lacy B. Herrmann
- ----------------------------------
Lacy B. Herrmann
Chairman of the Board
December 8, 2008
By: /s/ Diana P. Herrmann
- ----------------------------------
Diana P. Herrmann
President
December 8, 2008
By: /s/ Joseph P. DiMaggio
- ------------------------------------
Joseph P. DiMaggio
Chief Financial Officer and Treasurer
December 8, 2008
CHURCHILL CASH RESERVES TRUST
EXHIBIT INDEX
(a)(1) Aquila Group of Funds Code of Ethics for Principal Executive and
Senior Financial Officers under Section 406 of the Sarbanes-Oxley Act
of 2002.
(a) (2) Certifications of principal executive officer
and principal financial officer as required by Rule 30a-2(a)
under the Investment Company Act of 1940.
(b) Certification of chief executive officer and chief financial
officer as required by Rule 30a-2(b) of the Investment Company Act
of 1940.