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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21753
--------------------------------------
Church Capital Investment Trust
-----------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
301 Oxford Valley Road, Suite 801B Yardley, Pennsylvania 19067
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Gregory A. Church
Church Capital Management, LLC
301 Oxford Valley Road Yardley, PA 19067
- --------------------------------------------------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: (215) 321-1900
----------------------
Date of fiscal year end: November 30, 2007
----------------------------
Date of reporting period: May 31, 2007
----------------------------
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. Sections 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
CHURCH CAPITAL INVESTMENT TRUST
Church Capital Value Trust
Church Capital Money Market Fund
SEMI-ANNUAL REPORT
May 31, 2007
(Unaudited)
INVESTMENT ADVISER
Church Capital Management, LLC
Yardley, PA
CHURCH CAPITAL VALUE TRUST
SUPPLEMENTARY PORTFOLIO INFORMATION
MAY 31, 2007 (UNAUDITED)
================================================================================
CHURCH CAPITAL VALUE TRUST VS S&P 500 INDEX
SECTOR DIVERSIFICATION (% OF NET ASSETS)
[BAR CHART OMITTED]
Church Capital S&P 500
Value Trust Index
---------------------------
Consumer Discretionary 9.2% 10.2%
Consumer Staples 4.8% 9.3%
Energy 13.1% 10.4%
Financials 14.8% 21.3%
Health Care 14.3% 11.9%
Industrials 16.1% 11.2%
Information Technology 17.6% 15.2%
Materials 1.9% 3.1%
Telecommunications Services 0.0% 3.8%
Utilities 0.0% 3.6%
Cash 8.2% 0.0%
TOP 10 HOLDINGS
- --------------------------------------------------------------------------------
SECURITY DESCRIPTION % OF NET ASSETS
- --------------------------------- ---------------
General Electric Co. 4.4%
Citigroup, Inc. 4.3%
Bank of America Corp. 3.7%
Time Warner, Inc. 3.6%
American International Group 3.5%
Nabors Industries Ltd. 3.2%
Lowe's Co., Inc. 3.2%
Honeywell International, Inc. 2.9%
Agilent Technologies, Inc. 2.9%
Raytheon Co. 2.8%
1
CHURCH CAPITAL MONEY MARKET FUND
SUPPLEMENTARY PORTFOLIO INFORMATION
MAY 31, 2007 (UNAUDITED)
================================================================================
PORTFOLIO ALLOCATION
% OF NET ASSETS
[PIE CHART OMITTED]
Commercial Paper 93%
Money Market Funds and Other 7%
- --------------------------------------------------------------------------------
MATURITY DISTRIBUTION
% OF NET ASSETS
[PIE CHART OMITTED]
0 - 14 Days 42%
15 - 29 Days 46%
30 + Days 12%
CREDIT ANALYSIS YIELD ANALYSIS
- ------------------------- ------------------------------
A-1 / P-1 95.8% 7-Day Current Yield 4.69%
A-2 / P-2 4.2% 7-Day Effective Yield 4.80%
2
CHURCH CAPITAL INVESTMENT TRUST
STATEMENTS OF ASSETS AND LIABILITIES
MAY 31, 2007 (UNAUDITED)
=====================================================================================================
CHURCH CAPITAL
CHURCH CAPITAL MONEY MARKET
VALUE TRUST FUND
- -----------------------------------------------------------------------------------------------------
ASSETS
Investments in securities:
At amortized cost $31,642,365 $60,177,473
=========== ===========
At value (Note 2) $35,446,898 $60,177,473
Dividends and interest receivable 74,831 22,828
Receivable for investments sold 298,712 --
Receivable for capital shares sold 19,124 --
Other assets 21,843 15,440
----------- -----------
TOTAL ASSETS 35,861,408 60,215,741
----------- -----------
LIABILITIES
Distributions payable -- 225,453
Payable for capital shares redeemed 2,066 --
Payable to Adviser (Note 4) 20,545 14,612
Payable to administrator (Note 4) 7,280 8,890
Other accrued expenses 7,250 5,955
----------- -----------
TOTAL LIABILITIES 37,141 254,910
----------- -----------
NET ASSETS $35,824,267 $59,960,831
=========== ===========
NET ASSETS CONSIST OF:
Paid-in capital $31,015,106 $59,960,831
Accumulated undistributed net investment income 99,047 --
Accumulated net realized gains from security transactions 905,581 --
Net unrealized appreciation on investments 3,804,533 --
----------- -----------
NET ASSETS $35,824,267 $59,960,831
=========== ===========
Shares of beneficial interest outstanding (unlimited
number of shares authorized, no par value) 3,058,067 59,960,831
=========== ===========
Net asset value, redemption price and offering price per share (Note 2) $ 11.71 $ 1.00
=========== ===========
See accompanying notes to financial statements.
3
CHURCH CAPITAL INVESTMENT TRUST
STATEMENTS OF OPERATIONS
SIX MONTHS ENDED MAY 31, 2007 (UNAUDITED)
=====================================================================================================
CHURCH CAPITAL
CHURCH CAPITAL MONEY MARKET
VALUE TRUST FUND
- -----------------------------------------------------------------------------------------------------
INVESTMENT INCOME
Dividend income $ 309,867 $ 118,729
Interest income -- 1,292,916
---------- ----------
TOTAL INVESTMENT INCOME 309,867 1,411,645
---------- ----------
EXPENSES
Investment advisory fees (Note 4) 162,358 132,503
Administration fees (Note 4) 16,242 26,493
Fund accounting fees (Note 4) 16,627 17,649
Professional fees 13,483 13,483
Custody fees 10,034 11,888
Transfer agent fees (Note 4) 9,000 6,000
Trustee fees and expenses 6,691 6,691
Compliance service fees (Note 4) 4,500 4,500
Insurance expense 3,357 4,457
Report printing fees 622 572
Other expenses 10,948 967
---------- ----------
TOTAL EXPENSES 253,862 225,203
Fees waived by the Adviser (Note 4) (50,915) (50,299)
---------- ----------
NET EXPENSES 202,947 174,904
---------- ----------
NET INVESTMENT INCOME 106,920 1,236,741
---------- ----------
REALIZED AND UNREALIZED GAINS
ON INVESTMENTS
Net realized gains from security transactions 911,078 --
Net change in unrealized appreciation/depreciation on investments 2,010,673 --
--------- ---------
NET REALIZED AND UNREALIZED GAINS
ON INVESTMENTS 2,921,751 --
---------- ----------
NET INCREASE IN NET ASSETS FROM OPERATIONS $3,028,671 $1,236,741
========== ==========
See accompanying notes to financial statements.
4
CHURCH CAPITAL VALUE TRUST
STATEMENTS OF CHANGES IN NET ASSETS
====================================================================================================
SIX MONTHS
ENDED PERIOD ENDED
MAY 31, 2007 NOVEMBER 30,
(UNAUDITED) 2006 (a)
- ----------------------------------------------------------------------------------------------------
FROM OPERATIONS
Net investment income $ 106,920 $ 215,013
Net realized gains from security transactions 911,078 230,248
Net change in unrealized appreciation/depreciation on investments 2,010,673 1,793,860
----------- -----------
Net increase in net assets from operations 3,028,671 2,239,121
----------- -----------
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income (222,886) --
From realized gains from sales of investments (235,745) --
----------- -----------
Net decrease in net assets from distributions to shareholders (458,631) --
----------- -----------
FROM CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold 5,667,671 32,468,596
Net asset value of shares issued in reinvestment of
distributions to shareholders 278,002 --
Payments for shares redeeemed (4,670,866) (2,778,297)
----------- -----------
Net increase in net assets from capital share transactions 1,274,807 29,690,299
----------- -----------
TOTAL INCREASE IN NET ASSETS 3,844,847 31,929,420
NET ASSETS
Beginning of period 31,979,420 50,000
----------- -----------
End of period $35,824,267 $31,979,420
=========== ===========
ACCUMULATED UNDISTRIBUTED
NET INVESTMENT INCOME $ 99,047 $ 215,013
=========== ===========
CAPITAL SHARE ACTIVITY
Shares sold 515,231 3,217,032
Shares reinvested 25,812 --
Shares redeemed (428,213) (276,795)
----------- -----------
Net increase in shares outstanding 112,830 2,940,237
Shares outstanding, beginning of period 2,945,237 5,000
----------- -----------
Shares outstanding, end of period 3,058,067 2,945,237
=========== ===========
(a) Represents the period from the commencement of operations (January 19,
2006) through November 30, 2006.
See accompanying notes to financial statements.
5
CHURCH CAPITAL MONEY MARKET FUND
STATEMENTS OF CHANGES IN NET ASSETS
====================================================================================================
SIX MONTHS
ENDED PERIOD ENDED
MAY 31, 2007 NOVEMBER 30,
(UNAUDITED) 2006 (a)
- ----------------------------------------------------------------------------------------------------
FROM OPERATIONS
Net investment income $ 1,236,741 $ 1,738,279
------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income (1,236,741) (1,738,279)
------------ ------------
FROM CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold 43,310,616 109,172,152
Net asset value of shares issued in reinvestment of
distributions to shareholders 16,078 63,711
Payments for shares redeeemed (34,884,090) (57,767,636)
------------ ------------
Net increase in net assets from capital share transactions 8,442,604 51,468,227
------------ ------------
TOTAL INCREASE IN NET ASSETS 8,442,604 51,468,227
NET ASSETS
Beginning of period 51,518,227 50,000
------------ ------------
End of period $ 59,960,831 $ 51,518,227
============ ============
ACCUMULATED UNDISTRIBUTED
NET INVESTMENT INCOME $ -- $ --
============ ============
CAPITAL SHARE ACTIVITY
Shares sold 43,310,616 109,172,152
Shares reinvested 16,078 63,711
Shares redeemed (34,884,090) (57,767,636)
------------ ------------
Net increase in shares outstanding 8,442,604 51,468,227
Shares outstanding, beginning of period 51,518,227 50,000
------------ ------------
Shares outstanding, end of period 59,960,831 51,518,227
============ ============
(a) Represents the period from the commencement of operations (January 20,
2006) through November 30, 2006.
See accompanying notes to financial statements.
6
CHURCH CAPITAL VALUE TRUST
FINANCIAL HIGHLIGHTS
====================================================================================================
SIX MONTHS
ENDED
MAY 31, 2007 PERIOD ENDED
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD: (UNAUDITED) NOVEMBER 30, 2006 (a)
- ----------------------------------------------------------------------------------------------------
Net asset value at beginning of period $ 10.86 $ 10.00
------- -------
Income from investment operations:
Net investment income 0.04 0.07
Net realized and unrealized gains on investments 0.97 0.79
------- -------
Total from investment operations 1.01 0.86
------- -------
Less distributions:
From net investment income (0.08) --
From net realized gains (0.08) --
------- -------
Total distributions (0.16) --
------- -------
Net asset value at end of period $ 11.71 $ 10.86
======= =======
RATIOS AND SUPPLEMENTAL DATA:
Total return (b) 9.43%(c) 8.60%(c)
======= =======
Net assets at end of period (000's) $35,824 $31,979
======= =======
Ratio of gross expenses to average net assets 1.56%(e) 1.75%(e)
Ratio of net expenses to average net assets (d) 1.25%(e) 1.25%(e)
Ratio of net investment income to average net assets (d) 0.66%(e) 1.04%(e)
Portfolio turnover rate 36%(c) 127%(c)
- ----------------------------------------------------------------------------------------------------
(a) Represents the period from the commencement of operations (January 19,
2006) through November 30, 2006.
(b) Total return is a measure of the change in value of an investment in the
Fund over the period covered, which assumes any dividends or capital gains
distributions are reinvested in shares of the Fund. The returns shown do
not reflect the deduction of taxes a shareholder would pay on Fund
distributions or the redemption of Fund shares.
(c) Not annualized.
(d) Ratio was determined after advisory fee waivers.
(e) Annualized.
See accompanying notes to financial statements.
7
CHURCH CAPITAL MONEY MARKET FUND
FINANCIAL HIGHLIGHTS
===================================================================================================
SIX MONTHS
ENDED
MAY 31, 2007 PERIOD ENDED
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD: (UNAUDITED) NOVEMBER 30, 2006 (a)
- ---------------------------------------------------------------------------------------------------
Net asset value at beginning of period $ 1.000 $ 1.000
Net investment income 0.023 0.037
Dividends from net investment income (0.023) (0.037)
------- -------
Net asset value at end of period $ 1.000 $ 1.000
======= =======
RATIOS AND SUPPLEMENTAL DATA:
Total return (b) 2.35%(c) 3.80%(c)
======= =======
Net assets at end of period (000's) $59,961 $51,518
======= =======
Ratio of gross expenses to average net assets 0.85%(e) 0.89%(e)
Ratio of net expenses to average net assets (d) 0.66%(e) 0.66%(e)
Ratio of net investment income to average net assets (d) 4.67%(e) 4.35%(e)
- ---------------------------------------------------------------------------------------------------
(a) Represents the period from the commencement of operations (January 20,
2006) through November 30, 2006.
(b) Total return is a measure of the change in value of an investment in the
Fund over the period covered, which assumes any dividends or capital gains
distributions are reinvested in shares of the Fund. The returns shown do
not reflect the deduction of taxes a shareholder would pay on Fund
distributions or the redemption of Fund shares.
(c) Not annualized.
(d) Ratio was determined after advisory fee waivers.
(e) Annualized.
See accompanying notes to financial statements.
8
CHURCH CAPITAL VALUE TRUST
SCHEDULE OF INVESTMENTS
MAY 31, 2007 (UNAUDITED)
======================================================================================
SHARES COMMON STOCKS -- 91.8% VALUE
- --------------------------------------------------------------------------------------
CONSUMER DISCRETIONARY -- 9.2%
17,500 Boyd Gaming Corp. $ 875,700
35,000 Lowe's Co., Inc. 1,148,700
60,000 Time Warner, Inc. 1,282,200
-----------
3,306,600
-----------
CONSUMER STAPLES -- 4.8%
25,000 Archer-Daniels-Midland Co. 876,000
10,000 Diageo PLC - ADR 853,900
-----------
1,729,900
-----------
ENERGY -- 13.1%
12,000 Baker Hughes, Inc. 989,760
20,000 Cimarex Energy Co. 840,600
33,000 Nabors Industries Ltd. (a) 1,153,020
10,000 Royal Dutch Shell PLC - Class A - ADR 743,000
18,000 Weatherford International Ltd. (a) 978,120
-----------
4,704,500
-----------
FINANCIALS -- 14.8%
17,500 American International Group 1,265,950
26,000 Bank of America Corp. 1,318,460
28,000 Citigroup, Inc. 1,525,720
10,000 Northern Trust Corp. 650,800
10,000 Wachovia Corp. 541,900
-----------
5,302,830
-----------
HEALTH CARE -- 14.3%
12,000 Amgen, Inc. (a) 675,960
14,000 Baxter International, Inc. 795,760
8,000 Beckman Coulter, Inc. 523,200
16,000 Biogen Idec, Inc. (a) 835,520
9,000 DENTSPLY International, Inc. 325,260
14,000 Johnson & Johnson 885,780
17,500 PerkinElmer, Inc. 463,925
22,500 Pfizer, Inc. 618,525
-----------
5,123,930
-----------
INDUSTRIALS -- 16.1%
42,000 General Electric Co. 1,578,360
18,000 Honeywell International, Inc. 1,042,380
10,000 Ingersoll-Rand Co. Ltd. 513,300
9
CHURCH CAPITAL VALUE TRUST
SCHEDULE OF INVESTMENTS (CONTINUED)
======================================================================================
SHARES COMMON STOCKS (CONTINUED) -- 91.8% VALUE
- --------------------------------------------------------------------------------------
INDUSTRIALS -- 16.1% (CONTINUED)
15,000 Pentair, Inc. $ 554,850
18,000 Raytheon Co. 1,000,800
15,000 Tyco International Ltd. 500,400
8,000 United Parcel Service, Inc. 575,760
-----------
5,765,850
-----------
INFORMATION TECHNOLOGY -- 17.6%
14,000 Activision, Inc. (a) 277,060
27,000 Agilent Technologies, Inc. (a) 1,030,590
32,500 Cisco Systems, Inc. (a) 874,900
40,000 Corning, Inc. (a) 1,000,000
8,000 Electronic Arts, Inc. (a) 390,960
30,000 Intel Corp. 665,100
35,000 Marvell Technology Group Ltd. (a) 550,200
28,500 Maxim Integrated Products, Inc. 876,375
17,500 Texas Instruments, Inc. 618,800
-----------
6,283,985
-----------
MATERIALS -- 1.9%
16,500 Alcoa, Inc. 681,120
-----------
TOTAL COMMON STOCKS (Cost $29,094,182) $32,898,715
-----------
======================================================================================
SHARES MONEY MARKET FUNDS -- 7.1% VALUE
- --------------------------------------------------------------------------------------
1,756,000 AIM STIT - Liquid Assets Portfolio (The) $ 1,756,000
792,183 Fidelity Institutional Money Market Portfolio - Select Class 792,183
-----------
TOTAL MONEY MARKET FUNDS (Cost $2,548,183) $ 2,548,183
-----------
TOTAL INVESTMENTS AT VALUE -- 98.9% (Cost $31,642,365) $35,446,898
OTHER ASSETS IN EXCESS OF LIABILITIES -- 1.1% 377,369
-----------
NET ASSETS -- 100.0% $35,824,267
===========
(a) Non-income producing security.
ADR - American Depositary Receipt
See accompanying notes to financial statements.
10
CHURCH CAPITAL MONEY MARKET FUND
SCHEDULE OF INVESTMENTS
MAY 31, 2007 (UNAUDITED)
======================================================================================
PAR VALUE COMMERCIAL PAPER -- 92.7% VALUE
- --------------------------------------------------------------------------------------
$2,200,000 AIG Funding, Inc., 5.23%, due 06/13/07 $ 2,196,165
2,000,000 American Express Credit Co., 5.23%, due 06/22/07 1,993,898
2,400,000 AT&T, Inc., 5.24%, due 06/27/07 2,390,917
2,600,000 Cargill Global Funding PLC, 5.28%, due 07/10/07 2,585,128
2,000,000 DaimlerChrysler AG, 5.27%, due 06/18/07 1,995,023
2,500,000 Dollar Thrifty Funding LLC, 5.28%, due 06/01/07 2,500,000
2,500,000 Heinz (H.J.) Co., 5.32%, due 07/11/07 2,485,222
2,000,000 JP Morgan Chase & Co., 5.24%, due 06/11/07 1,997,089
2,500,000 Lincoln National Corp., 5.26%, due 06/06/07 2,498,174
2,500,000 L'Oreal USA, 5.26%, due 06/15/07 2,494,886
2,000,000 Macquaire Bank Ltd., 5.27%, due 06/19/07 1,994,730
2,100,000 MassMutual Financial Group, 5.24%, due 06/26/07 2,092,358
2,000,000 PepsiAmericas, Inc., 5.26%, due 06/26/07 1,992,695
2,200,000 Procter & Gamble Co. (The), 5.23%, due 06/25/07 2,192,329
2,000,000 Sanofi-Aventis U.S., 5.25%, due 06/18/07 1,995,042
2,500,000 Sharp Electronics Corp., 5.23%, due 06/04/07 2,498,910
1,600,000 Societe Generale North America, 5.25%, due 06/01/07 1,600,000
2,400,000 Southern Co., 5.24%, due 06/04/07 2,398,952
2,600,000 Stanley Works (The), 5.32%, due 06/26/07 2,590,394
1,200,000 Statoil ASA, 5.24%, due 06/18/07 1,197,031
2,400,000 Swiss Re Financial Services, 5.25%, due 06/04/07 2,398,950
2,300,000 Total Capital Corp., 5.21%, due 07/06/07 2,288,350
2,500,000 Toyota Motor Credit Corp., 5.23%, due 06/21/07 2,492,736
2,200,000 UBS Finance Corp., 5.24%, due 06/25/07 2,192,315
2,500,000 YUM! Capital Co., LLC, 5.30%, due 06/07/07 2,497,792
-----------
TOTAL COMMERCIAL PAPER (Amortized Cost $55,559,086) $55,559,086
-----------
======================================================================================
SHARES MONEY MARKET FUNDS -- 7.7% VALUE
- --------------------------------------------------------------------------------------
2,948,000 AIM STIT - Liquid Assets Portfolio (The) $ 2,948,000
1,670,387 Fidelity Institutional Money Market Portfolio - Select Class 1,670,387
-----------
TOTAL MONEY MARKET FUNDS (Cost $4,618,387) $ 4,618,387
-----------
TOTAL INVESTMENTS -- 100.4% (Amortized Cost $60,177,473) $60,177,473
LIABILITIES IN EXCESS OF OTHER ASSETS -- (0.4%) (216,642)
-----------
NET ASSETS -- 100.0% $59,960,831
===========
See accompanying notes to financial statements.
11
CHURCH CAPITAL INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2007 (UNAUDITED)
================================================================================
1. ORGANIZATION
Church Capital Value Trust and Church Capital Money Market Fund (the "Funds")
are each a diversified series of Church Capital Investment Trust (the "Trust"),
an open-end management investment company established as an Ohio business trust
under a Declaration of Trust dated April 6, 2005. Church Capital Value Trust and
Church Capital Money Market Fund commenced operations on January 19, 2006 and
January 20, 2006, respectively.
The investment objective of Church Capital Value Trust is capital appreciation.
The investment objective of Church Capital Money Market Fund is to maximize
current income consistent with the preservation of capital and maintenance of
liquidity by investing in high quality short-term money market instruments.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the Funds' significant accounting policies:
SECURITIES VALUATION - The Church Capital Value Trust values its portfolio
securities as of the end of the regular session of trading on the New York Stock
Exchange (the "Exchange") (normally 4:00 p.m., Eastern time) on each day the
Exchange is open for business. Equity securities are valued at their market
value when reliable market quotations are readily available. Securities that are
traded on any stock exchange are generally valued at the last quoted sale price.
Lacking a last sale price, an exchange traded security is generally valued at
its last bid price. Securities which are quoted by NASDAQ are generally valued
at the NASDAQ Official Closing Price. When reliable market quotations are not
readily available, when the investment adviser determines that a market
quotation does not accurately reflect the current market value or when
restricted securities are being valued, such securities are valued as determined
in good faith by the investment adviser, in conformity with guidelines adopted
by and subject to review by the Board of Trustees of the Trust. Short-term
investments with maturities of less than 60 days of maturity, are valued by
using the amortized cost method of valuation, which the Board of Trustees has
determined will represent fair value.
The Church Capital Money Market Fund values its portfolio instruments at
amortized cost, which means they are valued at their acquisition cost, as
adjusted for amortization of premium or discount, rather than at current market
value.
SHARE VALUATION - The net asset value per share of each Fund is calculated daily
by dividing the total value of each Fund's assets, less liabilities, by the
number of shares outstanding. The offering price and redemption price per share
of each Fund is equal to the net asset value per share.
INVESTMENT INCOME - Dividend income is recorded on the ex-dividend date.
Interest income is accrued as earned and includes, where applicable, the
pro-rata amortization of premium or accretion of discount.
SECURITY TRANSACTIONS - Security transactions are accounted for on the trade
date. Gains and losses on securities sold are determined on a specific
identification basis.
12
CHURCH CAPITAL VALUE TRUST
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 2007 (UNAUDITED)
================================================================================
DISTRIBUTIONS TO SHAREHOLDERS - Dividends arising from net investment income are
declared and paid at least once each year to shareholders of the Church Capital
Value Trust. Dividends arising from net investment income are declared daily and
paid monthly, on the last business day of each month, to shareholders of the
Church Capital Money Market Fund. Net realized capital gains, if any, are
distributed by each Fund at least once each year. The amount of distributions
from net investment income and net realized gains are determined in accordance
with federal income tax regulations, which may differ from accounting principles
generally accepted in the United States of America. The tax character of
distributions paid during the periods ended May 31, 2007 and November 30, 2006
was ordinary income by each Fund.
REPURCHASE AGREEMENTS - The Funds may enter into repurchase agreements
(agreements to purchase securities subject to the seller's agreement to
repurchase them at a specified time and price) with well-established registered
securities dealers or banks. Repurchase agreements may be deemed to be loans by
the Funds. It is each Fund's policy to take possession of U.S. Government
obligations as collateral under a repurchase agreement and, on a daily basis,
mark-to-market such obligations to ensure that their value, including accrued
interest, is at least equal to the amount to be repaid to the Fund under the
repurchase agreement.
ESTIMATES - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of income and expenses during the reporting period. Actual
results could differ from those estimates.
FEDERAL INCOME TAX - It is each Fund's policy to comply with the special
provisions of Subchapter M of the Internal Revenue Code applicable to regulated
investment companies. As provided therein, in any fiscal year in which a Fund so
qualifies and distributes at least 90% of its taxable net income, the Fund (but
not the shareholders) will be relieved of federal income tax on the income
distributed. Accordingly, no provision for income taxes is required.
In order to avoid imposition of the excise tax applicable to regulated
investment companies, it is also each Fund's intention to declare as dividends
in each calendar year at least 98% of its net investment income (earned during
the calendar year) and 98% of its net realized capital gains (earned during the
twelve months ended October 31) plus undistributed amounts from prior years.
The following information is computed on a tax basis for each item as of May 31,
2007:
-------------------------------------------------------------------------
CHURCH CAPITAL CHURCH CAPITAL
VALUE TRUST MONEY MARKET FUND
-------------------------------------------------------------------------
Tax cost of portfolio investments $31,699,914 $60,177,473
=========== ===========
Gross unrealized appreciation $ 4,238,424 $ --
Gross unrealized depreciation (491,440) --
----------- -----------
Net unrealized appreciation $ 3,746,984 $ --
Undistributed ordinary income 732,539 --
Undistributed long-term gains 329,638 --
----------- -----------
Accumulated earnings $ 4,809,161 $ --
=========== ===========
-------------------------------------------------------------------------
13
CHURCH CAPITAL VALUE TRUST
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 2007 (UNAUDITED)
================================================================================
3. INVESTMENT TRANSACTIONS
During the six months ended May 31, 2007, cost of purchases and proceeds from
sales of investment securities, other than short-term investments and U.S.
government securities, were as follows:
---------------------------------------------------------------------------
CHURCH CAPITAL
CHURCH CAPITAL MONEY MARKET
VALUE TRUST FUND
---------------------------------------------------------------------------
Cost of purchases of investment securities $13,112,712 $ --
=========== ===========
Proceeds from sales of investment securities $11,056,799 $ --
=========== ===========
---------------------------------------------------------------------------
4. TRANSACTIONS WITH AFFILIATES
INVESTMENT ADVISORY AGREEMENT
Church Capital Management LLC (the "Adviser") serves as the investment adviser
to the Funds. For these services, Church Capital Value Trust pays the Adviser a
monthly fee at the annual rate of 1.00% of its average daily net assets and
Church Capital Money Market Fund pays the Adviser a monthly fee at the annual
rate of 0.50% of its average daily net assets.
The Adviser has contractually agreed (for a period of three years from each
Fund's commencement of operations) to reduce its fees and/or to absorb expenses
to the extent necessary to limit the ordinary operating expenses (excluding
brokerage costs, taxes, interest and extraordinary expenses) to 1.25% of Church
Capital Value Trust's average daily net assets and to 0.66% of Church Capital
Money Market Fund's average daily net assets. The Adviser's agreement to cap the
Funds' ordinary operating expenses does not include indirect expenses, such as
fees and expenses of underlying investment companies in which the Funds may
invest. Any such fee reductions by the Adviser, or payments by the Adviser of
expenses which are the Funds' obligations, are subject to repayment by the
Funds, provided that the repayments do not cause each Fund's ordinary operating
expenses to exceed the expense limitation noted above, and provided further that
the fees and expenses which are the subject of repayment were incurred within
three years of the repayment. During the six months ended May 31, 2007, the
Adviser reduced its investment advisory fees by $50,915 and $50,299 for Church
Capital Value Trust and Church Capital Money Market Fund, respectively. As of
May 31, 2007, the amounts of fee reductions available for reimbursement to the
Adviser are $155,045 and $142,921 for Church Capital Value Trust and Church
Capital Money Market Fund, respectively. The Adviser may recapture a portion of
such fee reductions no later than the dates as stated below:
--------------------------------------------------------------------
NOVEMBER 30, NOVEMBER 30,
2009 2010
--------------------------------------------------------------------
Church Capital Value Trust $104,130 $50,915
Church Capital Money Market Fund $ 92,622 $50,299
--------------------------------------------------------------------
14
CHURCH CAPITAL VALUE TRUST
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 2007 (UNAUDITED)
================================================================================
ADMINISTRATION AGREEMENT
Under the terms of an Administration Agreement with the Trust, Ultimus Fund
Solutions, LLC ("Ultimus") provides executive and administrative services and
internal regulatory compliance services for the Funds. Ultimus supervises the
preparation of tax returns, reports to shareholders of the Funds, reports to and
filings with the Securities and Exchange Commission and state securities
commissions and materials for meetings of the Board of Trustees. For these
services, each Fund pays to Ultimus a monthly fee equal to 0.10% per annum of
its average daily net assets up to $500 million, 0.075% of such assets from $500
million to $1 billion and 0.05% of such assets in excess of $1 billion,
provided, however, that the minimum fee is $2,000 per month with respect to each
Fund. During the six months ended May 31, 2007, Ultimus was paid administration
fees of $16,242 and $26,493 by Church Capital Value Trust and Church Capital
Money Market Fund, respectively.
ACCOUNTING SERVICES AGREEMENT
Under the terms of a Fund Accounting Agreement, Ultimus calculates the daily net
asset value per share and maintains the financial books and records of the
Funds. For these services, each Fund pays to Ultimus a base fee of $2,500 per
month, plus an asset-based fee at the annual rate of .01% of each Fund's average
daily net assets. During the six months ended May 31, 2007, Ultimus was paid
fund accounting fees of $16,627 and $17,649 by Church Capital Value Trust and
Church Capital Money Market Fund, respectively. In addition, the Funds pay all
costs of external pricing services.
TRANSFER AGENT AGREEMENT
Under the terms of a Transfer Agent and Shareholder Services Agreement, Ultimus
maintains the records of each shareholder's account, answers shareholders'
inquiries concerning their accounts, processes purchase and redemption of each
Fund's shares, acts as dividend and distribution disbursing agent and performs
other shareholder service functions. For these services, Ultimus receives from
each Fund a fee, payable monthly, at an annual rate of $24 per account,
provided, however, that the minimum fee with respect to each Fund is $1,000 per
month if a Fund has 25 shareholder accounts or less, $1,250 per month if a Fund
has between 26 and 100 shareholder accounts, and $1,500 per month if a Fund has
more than 100 shareholder accounts. In addition, the Fund pays out-of-pocket
expenses, including but not limited to, postage and supplies. During the six
months ended May 31, 2007, Ultimus was paid transfer agent and shareholder
services fees of $9,000 and $6,000 by Church Capital Value Trust and Church
Capital Money Market Fund, respectively.
DISTRIBUTION AGREEMENT
Under the terms of a Distribution Agreement, Bainbridge Securities Inc. (the
"Distributor") serves as principal underwriter to the Funds. The Distributor is
an affiliate of the Adviser. The Distributor receives no compensation from the
Funds for acting as principal underwriter.
TRUSTEE AND OFFICERS
As of May 31, 2007, a Trustee and the officers of the Trust were directors and
officers of the Adviser or the Distributor (or their parent company) or of
Ultimus. The affiliated Trustee did not receive any compensation for his
services as trustee. Each Independent Trustee receives from the Trust an annual
retainer of $4,000, payable quarterly, and a fee of $1,000 for attendance at
each meeting of the Board of Trustees, plus reimbursement of travel and other
expenses incurred in attending meetings. During the six months ended May 31,
2007, the Independent Trustees received fees of $12,000 from the Trust. In
addition, the Trust reimbursed the Independent Trustees for out-of-pocket
expenses
PORTFOLIO TRANSACTIONS
A majority of the Church Capital Value Trust's portfolio transactions were
executed through the Distributor. During the six months ended May 31, 2007,
brokerage commissions of $21,522 were paid by Church Capital Value Trust to the
Distributor with respect to transactions totaling $17,772,515.
15
CHURCH CAPITAL VALUE TRUST
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 2007 (UNAUDITED)
================================================================================
5. CONTINGENCIES AND COMMITMENTS
The Funds indemnify the Trust's officers and Trustees for certain liabilities
that might arise from their performance of their duties to the Funds.
Additionally, in the normal course of business the Funds enter into contracts
that contain a variety of representations and warranties and which provide
general indemnifications. Each Fund's maximum exposure under these arrangements
is unknown, as this would involve future claims that may be made against the
Funds that have not yet occurred. However, based on experience, the Funds expect
the risk of loss to be remote.
6. ACCOUNTING PRONOUNCEMENTS
On July 13, 2006, the Financial Accounting Standards Board (FASB) released FASB
Interpretation No. 48 (FIN 48) "Accounting for Uncertainty in Income Taxes". 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 in the course of preparing the fund's tax
returns to determine whether the tax positions are "more-likely-than-not" of
being sustained by the applicable tax authority. Tax benefits of positions not
deemed to meet the more-likely-than-not threshold would be booked as a tax
expense in the current year and recognized as: a liability for unrecognized tax
benefits; a reduction of an income tax refund receivable; a reduction of
deferred tax asset; an increase in deferred tax liability; or a combination
thereof. Adoption of FIN 48 is required for fiscal years beginning after
December 15, 2006 and is to be applied to all open tax years as of the effective
date. Recent SEC guidance allows implementing FIN 48 in fund NAV calculations as
late as the Fund's last such calculation in the first required financial
statement period. As a result, the Funds will incorporate FIN 48 in their
Semi-Annual Report on May 31, 2008. At this time, management is evaluating the
implications of FIN 48, and its impact on the financial statements has not yet
been determined.
In September 2006, FASB issued Statement on Financial Accounting Standards
(SFAS) No. 157, "Fair Value Measurements." This standard establishes a single
authoritative definition of fair value, sets out a framework for measuring fair
value and requires additional disclosures about fair value measurements. SFAS
No. 157 applies to fair value measurements already required or permitted by
existing standards. SFAS No. 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007 and interim periods within
those fiscal years. The changes to current generally accepted accounting
principles from the application of this Statement relate to the definition of
fair value, the methods used to measure fair value, and the expanded disclosures
about fair value measurements. As of May 31, 2007, the Funds do not believe the
adoption of SFAS No. 157 will impact the amounts reported in the financial
statements; however, additional disclosures may be required about the inputs
used to develop the measurements and the effect of certain of the measurements
reported on the statement of changes in net assets for a fiscal period.
16
CHURCH CAPITAL INVESTMENT TRUST
ABOUT YOUR FUNDS' EXPENSES (UNAUDITED)
================================================================================
We believe it is important for you to understand the impact of costs on your
investment. As a shareholder of the Funds, you incur ongoing costs, including
management fees and other Fund operating expenses. These ongoing costs, which
are deducted from each Fund's gross income, directly reduce the investment
returns of the Funds.
A Fund's expenses are expressed as a percentage of its average net assets. This
figure is known as the expense ratio. The following examples are intended to
help you understand your ongoing costs (in dollars) of investing in the Funds
and to compare these costs with the ongoing costs of investing in other mutual
funds. The expense examples in the table are based on an investment of $1,000
made at the beginning of the period shown and held for the entire period.
The table below illustrates each Fund's costs in two ways:
ACTUAL FUND RETURN - This line provides information about actual expenses and
actual account values. The "Ending Account Value" shown on the first line is
derived from the Fund's actual return, and the third column shows the dollar
amount of operating expenses that would have been paid by an investor who
started with $1,000 in the Fund. You may use the information here, together with
the amount you invested, to estimate the expenses that you paid over the period.
To do so, simply divide your account value by $1,000 (for example, an $8,600
account value divided by $1,000 = 8.6), then multiply the result by the number
given for the Fund under the heading "Expenses Paid During Period."
HYPOTHETICAL 5% RETURN - This line is intended to help you compare each Fund's
costs with those of other mutual funds, based on the Fund's respective actual
expense ration and an assumed annual rate of return of 5% before expenses during
the period shown. In this case, because the return used is not the actual return
of either Fund, you should not use the hypothetical account value or expenses to
estimate your actual ending account balance or expenses you paid for the period.
The example is useful in making comparisons among various mutual funds because
the Securities and Exchange Commission requires all mutual funds to calculate
expenses based on a hypothetical 5% return. You can assess each Fund's costs by
comparing this hypothetical example with the hypothetical examples that appear
in shareholder reports of other funds.
Note that expenses shown in the table are meant to highlight and help you
compare ongoing costs only. The Funds do not charge transaction fees, such as
purchase or redemption fees, nor do they carry a "sales load." Therefore, the
information provided for the hypothetical 5% return is useful in comparing
ongoing costs only and will not help you determine the relative total costs of
owning different funds.
The calculations assume no shares were bought or sold during the period. Your
actual costs may have been higher or lower, depending on the amount of your
investment and the timing of any purchases or redemptions.
More information about the Funds' expenses, including annualized expense ratios,
can be found in this report. For additional information on operating expenses
and other shareholder costs, please refer to each Fund's prospectus.
17
CHURCH CAPITAL INVESTMENT TRUST
ABOUT YOUR FUNDS' EXPENSES (UNAUDITED) (CONTINUED)
================================================================================
- ------------------------------------------------------------------------------------
Beginning Ending
Account Value Account Value Expenses Paid
December 1, 2006 May 31, 2007 During Period*
- ------------------------------------------------------------------------------------
CHURCH CAPITAL VALUE TRUST
- ------------------------------------------------------------------------------------
Based on Actual Fund Return $1,000.00 $1,094.30 $6.53
Based on Hypothetical 5% Return
(before expenses) $1,000.00 $1,018.70 $6.29
- ------------------------------------------------------------------------------------
CHURCH CAPITAL MONEY MARKET FUND
- ------------------------------------------------------------------------------------
Based on Actual Fund Return $1,000.00 $1,023.50 $3.33
Based on Hypothetical 5% Return
(before expenses) $1,000.00 $1,021.64 $3.33
- ------------------------------------------------------------------------------------
* Expenses are equal to the Funds' annualized expense ratios (after waivers
and reimbursement) stated below, multiplied by the average account value
over the period, multiplied by 182/365 (to reflect the period covered by
this report).
Church Capital Value Trust 1.25%
Church Capital Money Market Fund 0.66%
OTHER INFORMATION (Unaudited)
================================================================================
A description of the policies and procedures that the Funds use to vote proxies
relating to portfolio securities is available without charge upon request by
calling 1-877-742-8061, or on the Securities and Exchange Commission's ("SEC")
website at http://www.sec.gov. Information regarding how the Funds voted proxies
relating to portfolio securities during the most recent 12-month period ended
June 30 is also available without charge upon request by calling 1-877-742-8061,
or on the SEC's website at http://www.sec.gov.
The Trust files a complete listing of portfolio holdings of the Funds with the
SEC as of the end of the first and third quarters of each fiscal year on Form
N-Q. The filings are available without charge upon request by calling
1-877-742-8061. Furthermore, you may obtain a copy of the filings on the SEC's
website at http://www.sec.gov. The Trust's Forms N-Q may also be reviewed and
copied at the SEC's Public Reference Room in Washington, DC. Information on the
operation of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
18
ITEM 2. CODE OF ETHICS.
Not required
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not required
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not required
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable
ITEM 6. SCHEDULE OF INVESTMENTS.
Not applicable [schedule filed with Item 1]
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The registrant has not adopted procedures by which shareholders may recommend
nominees to the registrant's board of trustees.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Based on their evaluation of the registrant's disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act of
1940) as of a date within 90 days of the filing date of this report, the
registrant's principal executive officer and principal financial officer have
concluded that such disclosure controls and procedures are reasonably designed
and are operating effectively to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to them
by others within those entities, particularly during the period in which this
report is being prepared, and that the information required in filings on Form
N-CSR is recorded, processed, summarized, and reported on a timely basis.
(b) There were no changes in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940)
that occurred during the second fiscal quarter of the period covered by this
report that have materially affected, or are reasonably likely to materially
affect, the registrant's internal control over financial reporting.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a)(1) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit: Not required
(a)(2) A separate certification for each principal executive officer and
principal financial officer of the registrant as required by Rule 30a-2(a) under
the Act (17 CFR 270.30a-2(a)): Attached hereto
(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under
the Act (17 CFR 270.23c-1) sent or given during the period covered by the report
by or on behalf of the registrant to 10 or more persons: Not applicable
(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR
270.30a-2(b)): Attached hereto
Exhibit 99.CERT Certifications required by Rule 30a-2(a) under the Act
Exhibit 99.906CERT Certifications required by Rule 30a-2(b) under the Act
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Church Capital Investment Trust
---------------------------------------------------------
By (Signature and Title)* /s/ Gregory A. Church
-------------------------------------------------
Gregory A. Church, President
Date July 27, 2007
-------------------------------------
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/ Gregory A. Church
-------------------------------------------------
Gregory A. Church, President
Date July 27, 2007
-------------------------------------
By (Signature and Title)* /s/ Mark J. Seger
-------------------------------------------------
Mark J. Seger, Treasurer
Date July 27, 2007
-------------------------------------
* Print the name and title of each signing officer under his or her signature.