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 811-21260 --------- CM Advisers Family of Funds --------------------------- (Exact name of registrant as specified in charter) 805 Las Cimas Parkway, Suite 430, Austin, Texas 78746 ----------------------------------------------------- (Address of principal executive offices) (Zip code) Julian G. Winters 116 S. Franklin Street, P. O. Box 69, Rocky Mount, North Carolina 27802 ------------------------------------------------------------------------ (Name and address of agent for service) Registrant's telephone number, including area code: 512-329-0050 ------------ Date of fiscal year end: Last Day of February -------------------- Date of reporting period: August 31, 2006 --------------- Item 1. REPORTS TO STOCKHOLDERS. Semi-Annual Report 2006 CM Advisers Fund CM Advisers Fixed Income Fund August 31, 2006 (Unaudited) CM Advisers Family of Funds This report and the financial statements contained herein are submitted for the general information of the shareholders of the CM Advisers Family of Funds (the "Funds"). This report is not authorized for distribution to prospective investors in the Funds unless preceded or accompanied by an effective prospectus. Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested. Neither the Funds nor the Funds' distributor is a bank. Distributor: Capital Investment Group, Inc., 116 S. Franklin St., Rocky Mount, NC 27804, Phone 1-800-773-3863. ________________________________________________________________________________ Investment in the Funds is subject to investment risks, including the possible loss of some or all of the principal amount invested. No investment strategy works all the time, and past performance is not necessarily indicative of future performance. Investment in the Funds is also subject to the following risks: market risk, interest rate risk, management style risk, business and sector risk, small company risk, non-diversified fund risk, foreign securities risk, bond interest rate risk, credit risk, corporate debt securities risk, junk bonds or lower-rated securities risk, income risk, maturity risk, concentration risk, foreign bond risk, emerging countries risk and non-diversified fund risk. More information about these risks and other risks can be found in the Funds' prospectus. The performance information quoted in this semi-annual report represents past performance, which is not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. A redemption fee of 1% of the amount redeemed is imposed on redemptions of Fund shares occurring within one year following the issuance of such shares. An investor should consider the investment objectives, risks, and charges and expenses of the Funds carefully before investing. The prospectus contains this and other information about the Funds. A copy of the prospectus is available at www.nottinghamco.com or by calling Shareholder Services at 1-800-773-3863. The prospectus should be read carefully before investing. ________________________________________________________________________________ Stated performance in the Funds was achieved at some or all points during the year by waiving or reimbursing part of the Funds' total expenses to ensure shareholders did not absorb expenses significantly greater than the industry norm. This Semi-Annual Report was first distributed to shareholders on or about October 30, 2006. For More Information on Your CM Advisers Mutual Funds: See Our Web site @ www.centman.com or Call Our Shareholder Services Group Toll-Free at 1-800-773-3863 FUND EXPENSES ________________________________________________________________________________ As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include redemption fees for shares redeemed within one year and (2) ongoing costs, including management fees, distribution (12b-1 fees) and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in each Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below. Actual Expenses - The first line of the table below provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Hypothetical Example for Comparison Purposes - The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees for shares redeemed within one year. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. - -------------------------------------------------------------------------------------------------------- Beginning Ending CM Advisers Fund Account Value Account Value Expenses Paid Expense Example March 1, 2006 August 31, 2006 During Period* - -------------------------------------------------------------------------------------------------------- Actual $1,000.00 $1,014.10 $7.56 - -------------------------------------------------------------------------------------------------------- Hypothetical (5% return before expenses) $1,000.00 $1,017.69 $7.58 - -------------------------------------------------------------------------------------------------------- Beginning Ending CM Advisers Fixed Income Fund Account Value Account Value Expenses Paid Expense Example March 24, 2006 August 31, 2006 During Period** - -------------------------------------------------------------------------------------------------------- Actual $1,000.00 $1,058.00 $6.81 - -------------------------------------------------------------------------------------------------------- Beginning Ending Account Value Account Value Expenses Paid March 24, 2006 August 31, 2006 During Period*** - -------------------------------------------------------------------------------------------------------- Hypothetical (5% return before expenses) $1,000.00 $1,017.64 $7.63 - -------------------------------------------------------------------------------------------------------- *Actual expenses are based on expenses incurred in the most recent six-month period. The CM Advisers Fund's annualized six-month expense ratio is 1.49%. The values under "Expenses Paid During Period" are equal to the annualized ratio multiplied by the average account value over the period, multiplied by 184 and divided by 365 (to reflect the one-half year period.) **Actual expenses are based on expenses incurred during the period from March 24, 2006 to August 31, 2006. The CM Advisers Fixed Income Fund's annualized expense ratio is 1.50%. The values under "Expenses Paid During Period" are equal to the annualized ratio multiplied by the average account over the period, multiplied by 161 and divided by 365 (to reflect the period since the Initial Date of Public Investment.) ***Hypothetical Expenses paid during the period are equal to the Fund's annualized expense ratio of 1.50% multiplied by the average account value over the period, multiplied by 184 days and divided by 365 (to reflect the number of days in the six month period ending August 31, 2006). CM ADVISERS FUND Schedule of Investments (Unaudited) As of August 31, 2006 ____________________________________________________________________________________________________________________________________ Market Value Market Value Shares (Note 1) Shares (Note 1) - ----------------------------------------------------------------- ----------------------------------------------------------------- COMMON STOCKS - 72.42% Food - 1.22% General Mills, Inc. 50,300 $ 2,727,769 ------------- Aerospace/Defense - 0.20% Kaman Corporation 25,340 $ 453,839 Home Furnishings - 0.61% ------------- La-Z-Boy, Inc. 98,100 1,368,495 ------------- Apparel - 0.97% Kellwood Company 79,000 2,165,390 Household Products/Wares - 8.68% ------------- Avery Dennison Corporation 95,275 5,901,333 Beverages - 3.08% * Fossil Inc. 221,789 4,174,069 Anheuser-Busch Kimberly-Clark Corporation 146,850 9,324,975 Companies, Inc. 139,635 6,895,176 ------------- ------------- 19,400,377 ------------- Chemicals - 1.95% Housewares - 2.13% E.I. Du Pont de Nemours Newell Rubbermaid, Inc. 176,675 4,768,458 & Company 109,125 4,361,726 ------------- ------------- Insurance - 3.30% Commercial Services - 1.58% Marsh & McLennan Cos, Inc. 282,362 7,386,590 CDI Corporation 107,790 2,258,201 ------------- Clark, Inc. 84,315 1,088,507 CPI Corporation 4,800 189,264 Machinery - Construction & Mining - 0.28% ------------- * Astec Industries, Inc. 26,500 625,135 3,535,972 ------------- ------------- Computers - 7.45% Machinery - Diversified - 3.57% * Hutchinson Technology, Inc. 286,600 5,915,424 Briggs & Stratton Corp. 170,400 4,796,760 Imation Corp. 66,875 2,650,256 Robbins & Myers, Inc. 110,480 3,181,824 * Maxwell Technologies, Inc. 7,340 144,892 ------------- * Seagate Technology 356,665 7,935,796 7,978,584 ------------- ------------- 16,646,368 Media - 6.64% ------------- Dow Jones & Co Inc. 149,340 5,379,227 Cosmetics/Personal Care - 4.01% Gannett Co., Inc. 161,840 9,200,604 Colgate - Palmolive Company 99,875 5,978,518 Reader's Digest The Estee Lauder Association Inc. 21,475 275,095 Companies, Inc. 81,075 2,988,425 ------------- ------------- 14,854,926 8,966,943 ------------- ------------- Mining - 1.08% Distribution/Wholesale - 2.47% USEC Inc. 237,700 2,403,147 Handleman Company 292,630 2,039,631 ------------- W.W. Grainger, Inc. 52,175 3,485,290 ------------- Miscellaneous Manufacturing - 3.39% 5,524,921 3M Company 79,335 5,688,319 ------------- Eastman Kodak Company 7,930 168,671 Electrical Components & Equipment - 1.11% Leggett & Platt Inc. 168,420 1,577,081 Graham Corporation 63,000 1,171,800 * Peerless Manufacturing Co. 5,900 142,190 * Powell Industries, Inc. 59,060 1,299,911 ------------- ------------- 7,576,261 2,471,711 ------------- ------------- Pharmaceuticals - 5.39% Electronics - 1.05% Pfizer Inc. 436,865 12,039,999 * Paxar Corporation 120,926 2,354,429 ------------- ------------- Retail - 4.34% Wal-Mart Stores, Inc. 217,010 9,704,687 ------------- (Continued) CM ADVISERS FUND Schedule of Investments (Unaudited) As of August 31, 2006 ____________________________________________________________________________________________________________________________________ Shares or Market Value Principal (Note 1) - ---------------------------------------------------------------------- ------------------------------------------------------------ COMMON STOCKS (Continued) Summary of Investments by Industry % of Net Market Software - 7.27% Industry Assets Value Microsoft Corp. 632,240 $ 16,242,246 ------------------------------------------------------------ ---------------- Aerospace/Defense 0.20% $ 453,839 Apparel 0.97% 2,165,390 Textiles - 0.65% Beverages 3.08% 6,895,176 * The Dixie Group, Inc. 103,091 1,458,738 Chemicals 1.95% 4,361,726 ---------------- Commercial Services 1.58% 3,535,972 Computers 7.45% 16,646,368 Total Common Stocks (Cost $154,455,966) 161,911,887 Corporate Bond 0.08% 180,900 ---------------- Cosmetics/Personal Care 4.01% 8,966,943 Distribution/Wholesale 2.47% 5,524,921 U.S. GOVERNMENT OBLIGATION - 15.24% Electrical Components & U.S. Treasury Strip Principal Equipment 1.11% 2,471,711 6.250%, 05/15/2030 Electronics 1.05% 2,354,429 (Cost $34,279,638) $ 108,105,000 34,075,885 Food 1.22% 2,727,769 ---------------- Home Furnishings 0.61% 1,368,495 Household Products/Wares 8.68% 19,400,377 CORPORATE BOND - 0.08% Housewares 2.13% 4,768,458 AAR Corporation Insurance 3.30% 7,386,590 6.875%, 12/15/2007 Machinery - Construction & (Cost $171,246) 180,000 180,900 Mining 0.28% 625,135 ---------------- Machinery - Diversified 3.57% 7,978,584 Media 6.64% 14,854,926 MONEY MARKET FUND - 11.86% Mining 1.08% 2,403,147 Evergreen Institutional Treasury Miscellaneous Manufacturing 3.39% 7,576,261 Money Market Fund Money Market Fund 11.86% 26,510,738 (Cost $26,510,738) 26,510,738 26,510,738 Pharmaceuticals 5.39% 12,039,999 ---------------- Retail 4.34% 9,704,687 Software 7.27% 16,242,246 Total Investments Textiles 0.65% 1,458,738 (Cost $215,417,588) - 99.60% $ 222,679,410 U.S. Government Obligation 15.24% 34,075,885 Other Assets less Liabilities - 0.40% 898,873 ------------------------------------------------------------ ---------------- Total 99.60% $ 222,679,410 Net Assets - 100.00% $ 223,578,283 ================ * Non-income producing investment. See Notes to Financial Statements CM ADVISERS FIXED INCOME FUND Schedule of Investments (Unaudited) As of August 31, 2006 ____________________________________________________________________________________________________________________________________ Shares or Market Value Principal (Note 1) - ------------------------------------------------------------------ ---------------------------------------------------------------- U.S. GOVERNMENT OBLIGATIONS - 91.14% U.S. Treasury Bill 4.610%*, 09/21/2006 $ 290,000 $ 289,198 U.S. Treasury Strip Principal 6.250%, 05/15/2030 6,700,000 2,111,914 ---------------- Total U.S. Government Obligations (Cost $2,319,316) 2,401,112 ---------------- MONEY MARKET FUND - 8.21% Evergreen Institutional Treasury Money Market Fund (Cost $216,312) 216,312 216,312 ---------------- Total Investments (Cost $2,535,628) - 99.35% $ 2,617,424 Other Assets less Liabilities - 0.65% 17,090 ---------------- Net Assets - 100.00% $ 2,634,514 ================ * Effective interest rate. Summary of Investments by Industry % of Net Market Industry Assets Value - ------------------------------------------------------------------ Money Market Fund 8.21% $ 216,312 U.S. Government Obligations 91.14% 2,401,112 - ------------------------------------------------------------------ Total 99.35% $ 2,617,424 See Notes to Financial Statements CM ADVISERS FAMILY OF FUNDS Statements of Assets and Liabilities (Unaudited) CM Advisers CM Advisers As of August 31, 2006 Fund Fixed Income Fund ____________________________________________________________________________________________________________________________________ Assets: Investments, at cost ................................................................ $ 215,417,588 $ 2,535,628 ---------------- ---------------- Investments, at value (note 1) ...................................................... $ 222,679,410 $ 2,617,424 Receivables: Fund shares sold ................................................................ 288,993 -- Dividends and interest .......................................................... 589,107 808 Prepaid expenses .................................................................... 54,211 23,816 Due from affiliates: Adviser (note 2) ................................................................ -- 12,212 ---------------- ---------------- Total Assets ........................................................................ 223,611,721 2,654,260 ---------------- ---------------- Liabilities: Accrued expenses .................................................................... 33,438 19,746 ---------------- ---------------- Total Liabilities ................................................................... 33,438 19,746 ---------------- ---------------- Net Assets ................................................................................ $ 223,578,283 $ 2,634,514 ================ ================ Net Assets Consist of: Capital (par value and paid in surplus) ............................................. 209,922,390 2,491,404 Accumulated net investment income ................................................... 1,747,376 62,089 Accumulated net realized gain (loss) on investments ................................. 4,646,695 (775) Net unrealized appreciation in investments .......................................... 7,261,822 81,796 ---------------- ---------------- Total Net Assets .................................................................... $ 223,578,283 $ 2,634,514 ================ ================ Shares Outstanding, $0.001 par value (unlimited authorized shares) .................. 18,268,763 248,897 Net Asset Value, Maximum Offering Price and Redemption Price Per Share .............. $ 12.24 $ 10.58 See Notes to Financial Statements CM ADVISERS FAMILY OF FUNDS Statements of Operations (Unaudited) CM Advisers CM Advisers Fund (a) Fixed Income Fund (b) ____________________________________________________________________________________________________________________________________ Investment Income: Interest ...................................................................... $ 1,501,098 $ 73,601 Dividends ..................................................................... 2,028,887 2,943 -------------- -------------- Total Income .................................................................. 3,529,985 76,544 -------------- -------------- Expenses: Advisory fees (note 2) ........................................................ 1,307,333 4,818 Administration fees (note 2) .................................................. 116,248 1,445 Transfer agent fees (note 2) .................................................. 16,469 7,500 Registration and filing administration fees (note 2) .......................... 4,146 3,370 Fund accounting fees (note 2) ................................................. 23,959 11,928 Compliance services fees (note 2) ............................................. 3,875 3,354 Custody fees (note 2) ......................................................... 15,966 1,516 Distribution and service fees (note 3) ........................................ 261,467 4,336 Other accounting fees (note 2) ................................................ -- 8,877 Legal fees .................................................................... 10,081 6,617 Audit and tax preparation fees ................................................ 6,807 6,176 Registration and filing expenses .............................................. 23,892 11,066 Shareholder servicing expenses ................................................ 8,067 2,206 Printing expenses ............................................................. 2,118 1,765 Trustees' fees and meeting expenses ........................................... 15,123 6,617 Securities pricing fees ....................................................... 1,879 4,411 Other operating expenses ...................................................... 6,050 5,294 -------------- -------------- Total Expenses ................................................................ 1,823,480 91,296 -------------- -------------- Expenses reimbursed by Adviser (note 2) ....................................... -- (67,687) Advisory fees waived (note 2) ................................................. -- (4,818) Distribution and service fees waived (note 3) ................................. (261,467) (4,336) -------------- -------------- Net Expenses .................................................................. 1,562,013 14,455 -------------- -------------- Net Investment Income .............................................................. 1,967,972 62,089 -------------- -------------- Net Realized and Unrealized Gain from Investments: Net realized gain (loss) from investment transactions ......................... 4,478,898 (775) Change in unrealized appreciation on investments .............................. (3,282,544) 81,796 -------------- -------------- Net Realized and Unrealized Gain on Investments .................................... 1,196,354 81,021 -------------- -------------- Net Increase in Net Assets Resulting from Operations ............................... $ 3,164,326 $ 143,110 ============== ============== (a) For the six month period ended August 31, 2006. (b) For the period from March 24, 2006 (Date of Initial Public Investment) to August 31, 2006. See Notes to Financial Statements CM ADVISERS FAMILY OF FUNDS Statements of Changes in Net Assets CM Advisers Fund August 31, February 28, For the six month period and fiscal year ended, 2006 (a) 2006 ____________________________________________________________________________________________________________________________________ Operations: Net investment income ................................................... $ 1,967,972 $ 2,408,087 Net realized gain from investment transactions .......................... 4,478,898 6,509,461 Change in unrealized appreciation on investments ........................ (3,282,544) 4,978,146 ------------- ------------- Net Increase in Net Assets Resulting from Operations ........................ 3,164,326 13,895,694 ------------- ------------- Distributions to Shareholders: (note 5) Net investment income ................................................... (705,512) (1,982,698) Net realized gain from investment transactions .......................... -- (6,568,722) ------------- ------------- Decrease in Net Assets Resulting from Distributions ......................... (705,512) (8,551,420) ------------- ------------- Capital Share Transactions: (note 6) Shares sold ............................................................. 44,073,488 106,153,180 Redemption fees (note 1) ................................................ 28,986 47,529 Reinvested dividends and distributions .................................. 624,760 7,371,387 Shares repurchased ...................................................... (11,164,882) (11,351,411) ------------- ------------- Increase from Capital Share Transactions .................................... 33,562,352 102,220,685 ------------- ------------- Net Increase in Net Assets .................................................. 36,021,166 107,564,959 Net Assets: Beginning of Period ..................................................... 187,557,117 79,992,158 ------------- ------------- End of Period ........................................................... $ 223,578,283 $ 187,557,117 ============= ============= Accumulated Net Investment Income ............................................ $ 1,747,376 $ 484,916 For the period from March 24, 2006 (Date of Initial Public Investment) CM Advisers to August 31, 2006 (a) Fixed Income Fund ____________________________________________________________________________________________________________________________________ Operations: Net investment income .......................................................................... $ 62,089 Net realized loss from investment transactions ................................................. (775) Change in unrealized appreciation on investments ............................................... 81,796 ------------- Net Increase in Net Assets Resulting from Operations ............................................... 143,110 ------------- Capital Share Transactions: (note 6) Shares sold .................................................................................... 2,491,404 ------------- Increase from Capital Share Transactions ........................................................... 2,491,404 ------------- Net Increase in Net Assets ......................................................................... 2,634,514 Net Assets: Beginning of Period ............................................................................ -- ------------- End of Period .................................................................................. $ 2,634,514 ============= Accumulated Net Investment Income ................................................................... $ 62,089 (a) Unaudited. See Notes to Financial Statements CM ADVISERS FAMILY OF FUNDS Financial Highlights CM Advisers Fund For a share outstanding during the August 31, February 28, February 29, six month period and fiscal years ended 2006 (a) 2006 2005 2004 (b) ____________________________________________________________________________________________________________________________________ Net Asset Value, Beginning of period $ 12.11 $ 11.50 $ 10.74 $ 10.00 --------- --------- -------- ------- Income from Investment Operations: Net investment income (loss) 0.11 0.17 0.01 (0.01) Net realized and unrealized gain on securities 0.06 1.11 0.78 0.75 --------- --------- -------- ------- Total from Investment Operations 0.17 1.28 0.79 0.74 --------- --------- -------- ------- Less Distributions and Other: Dividends (from net investment income) (0.04) (0.15) - - Distributions (from capital gains) - (0.52) (0.03) - Redemption fees (c) 0.00 0.00 0.00 0.00 --------- --------- -------- ------- Total Distributions (0.04) (0.67) (0.03) - --------- --------- -------- ------- Net Asset Value, End of period $ 12.24 $ 12.11 $ 11.50 $ 10.74 ========= ========= ======== ======== Total Return 1.41% 11.31% 7.36% 7.40% Net Assets, End of Period (in thousands) $ 223,578 $ 187,557 $ 79,992 $ 36,589 Average Net Assets for the Period (in thousands) $ 207,468 $ 129,426 $ 58,984 $ 17,513 Ratio of Gross Expenses to Average Net Assets (d) 1.75% (e) 1.83% 2.03% 2.84% (e) Ratio of Net Expenses to Average Net Assets (d) 1.49% (e) 1.50% 1.50% 1.50% (e) Ratio of Net Investment Income (Loss) to Average Net Assets 1.88% (e) 1.86% 0.10% (0.30)%(e) Portfolio Turnover Rate 13.60% 18.85% 18.08% 6.26% For a share outstanding during the CM Advisers period from March 24, 2006 (Date of Initial Public Investment) to August 31, 2006 (a) Fixed Income Fund ____________________________________________________________________________________________________________________________________ Net Asset Value, Beginning of period .................................................................. $ 10.00 --------- Income from Investment Operations: Net investment income ........................................................................... 0.25 Net realized and unrealized gain on securities .................................................. 0.33 --------- Total from Investment Operations ...................................................................... 0.58 --------- Net Asset Value, End of period ........................................................................ $ 10.58 ========= Total Return .......................................................................................... 5.80% Net Assets, End of Period (in thousands) .............................................................. $ 2,635 Average Net Assets for the Period (in thousands) ...................................................... $ 2,226 Ratio of Gross Expenses to Average Net Assets (d) ..................................................... 9.47% (e) Ratio of Net Expenses to Average Net Assets (d) ....................................................... 1.50% (e) Ratio of Net Investment Income to Average Net Assets .................................................................... 6.45% (e) Portfolio Turnover Rate ............................................................................... 0.00% (a) Unaudited. (b) For the period from May 13, 2003 (Date of Initial Public Investment) through February 29, 2004. (c) Redemption fees aggregated less than $0.01 on a per share basis. (d) The expense ratios listed above reflect total expenses prior to any waivers and reimbursements (gross expense ratio) and after waivers and reimbursments (net expense ratio). (e) Annualized. See Notes to Financial Statements CM ADVISERS FAMILY OF FUNDS Notes to Financial Statements (Unaudited) _____________________________________________________________________________________________________________________________ 1. Organization and Significant Accounting Policies Investment Transactions and Investment Income Investment transactions are accounted for as of the date The CM Advisers Fund and the CM Advisers Fixed Income Fund purchased or sold (trade date). Dividend income is recorded (collectively the "Funds" and individually a "Fund") are on the ex-dividend date. Certain dividends from foreign series funds. The Funds are part of the CM Advisers Family securities will be recorded as soon as the Trust is informed of Funds (the "Trust"), which was organized as a Delaware of the dividend if such information is obtained subsequent Statutory Trust and is registered under the Investment to the ex-dividend date. Interest income is recorded on the Company Act of 1940, (the "Act"), as amended, as an accrual basis and includes amortization of discounts and open-ended management investment company. premiums. Gains and losses are determined on the identified cost basis, which is the same basis used for federal income The CM Advisers Fund commenced operations on May 13, 2003. tax purposes. The investment objective of the Fund is to provide long-term growth of capital through investments in equity securities, Expenses consisting primarily of common and preferred stocks and The Funds bear expenses incurred specifically on their securities convertible into common stocks, as well as fixed behalf as well as a portion of general trust expenses, which income securities such as U.S. government obligations and are allocated according to methods approved annually by the corporate bonds. Trustees. The CM Advisers Fixed Income Fund commenced operations on Dividend Distributions March 24, 2006. The investment objective is to seek to The Funds may declare and distribute dividends from net preserve capital and maximize total return using fixed investment income (if any) at the end of each calendar income securities. The Fund will primarily seek to purchase quarter. Distributions from capital gains (if any) are U.S. dollar denominated fixed income securities that the generally declared and distributed annually. Fund's investment adviser, Van Den Berg Management, Inc. d/b/a CM Fund Advisers (the "Adviser"), believes are Estimates undervalued. The preparation of financial statements in conformity with accounting principles generally accepted in the United The following accounting policies have been consistently States of America requires management to make estimates and followed by the Funds and are in conformity with accounting assumptions that affect the amount of assets, liabilities, principles generally accepted in the United States of expenses and revenues reported in the financial statements. America in the investment company industry. Actual results could differ from those estimates. Investment Valuation Fees on Redemptions The Funds' investments in securities are carried at market The Funds charge a redemption fee of 1.00% of the amount value. Securities listed on an exchange or quoted on a redeemed on redemptions of the Funds' shares occurring national market system are valued at the last sales price as within one year following the issuance of such shares. The of 4:00 p.m. Eastern Time. Securities traded in the NASDAQ Redemption Fee is not a fee to finance sales or sales over-the-counter market are generally valued at the NASDAQ promotion expenses, but is paid to the Funds to defray the Official Closing Price. Other securities traded in the costs of liquidating an investor and discouraging short-term over-the-counter market and listed securities for which no trading of Fund shares. No Redemption Fee will be imposed on sale was reported on that date are valued at the most recent the redemption of shares representing dividends or capital bid price. Securities and assets for which representative gain distributions, or on amounts representing capital market quotations are not readily available (e.g., if the appreciation of shares. exchange on which the portfolio security is principally traded closes early or if trading of the particular Federal Income Taxes portfolio security is halted during the day and does not No provision for income taxes is included in the resume prior to the Funds' net asset value calculation) or accompanying financial statements, as the Funds intend to which cannot be accurately valued using the Funds' normal distribute to shareholders all taxable investment income and pricing procedures are valued at fair value as determined in realized gains and otherwise comply with Subchapter M of the good faith under policies approved by the Trustees. A Internal Revenue Code applicable to regulated investment portfolio security's "fair value" price may differ from the companies. price next available for that portfolio security using the Funds' normal pricing procedures. Instruments with maturities of 60 days or less are valued at amortized cost, which approximates market value. (Continued) CM ADVISERS FAMILY OF FUNDS Notes to Financial Statements (Unaudited) _____________________________________________________________________________________________________________________________ Indemnifications daily net assets of the CM Advisers Fund and the CM Advisers Under the Funds' organizational documents, its officers and Fixed Income Fund, respectively, for the period ending Trustees are indemnified against certain liabilities arising August 31, 2006. The Adviser has voluntarily waived out of the performance of their duties to the Funds. In additional fees so that the Expense Ratio is not more than addition, in the normal course of business, the Funds 1.50% of average daily net assets for each fund. There can entered into contracts with their vendors and others that be no assurance that the Expense Limitation Agreement or the provide for general indemnifications. The Funds' maximum voluntary waiver will continue in the future. For the period exposure under these arrangements is unknown, as this would ended August 31, 2006, the advisory fees waived and expenses involve future claims that may be made against the Funds. reimbursed were $4,818 and $67,687, respectively, for the The Funds expect that risk of loss to be remote. Fixed Income Fund. 2. Transactions with Affiliates Administrator Each Fund pays a monthly administration fee to The Adviser Nottingham Company ("the Administrator") based upon the The Funds pay a monthly advisory fee to the Adviser based average daily net assets of the Fund and calculated at the upon the average daily net assets of each Fund and annual rates as shown in the following schedule which is calculated at the annual rate of 1.25% for the CM Advisers subject to a minimum of $2,000 per month per fund. The Fund and 0.50% for the Fixed Income Fund. The Adviser has Administrator also receives a fee to procure and pay the entered into a contractual agreement (the "Expense custodian for the fund, additional compensation for fund Limitation Agreement") with the Funds under which it has accounting and recordkeeping services, and additional agreed to waive or reduce their fees and to assume other compensation for certain costs involved with the daily expenses of the Funds, if necessary, in an amount that valuation of securities and as reimbursement for limits the Funds total operating expenses (exclusive of out-of-pocket expenses. A breakdown of these is provided in interest, taxes, brokerage fees and commissions, the following schedule. extraordinary expenses, and payments, if any, under a Rule 12b-1 Plan) to not more than 2.00% and 1.50% of the average ____________________________________________________________________________________________________________________________________ Administration Fees* Custody Fees* Fund Fund Accounting - ------------------------------------ --------------------------- Accounting Asset Based Blue Sky Average Annual Average Annual Fees Average Net Annual Administration Net Assets Rate Net Assets Rate (monthly) Assets Rate Fees (annual) - ------------------------------------------------------------------------------------------------------------------------------------ First $50 million 0.150% First $100 million 0.020% $2,250 All Assets 0.01% $150 per state Next $50 million 0.125% Over $100 million 0.009% Next $50 million 0.100% Over $150 million 0.075% ____________________________________________________________________________________________________________________________________ *Minimum monthly fees of $2,000 and $400 for Administration and Custody, respectively. Compliance Services its services based upon $15 per shareholder per year, The Nottingham Compliance Services, LLC, a fully owned subject to a minimum fee of $1,500 per month. affiliate of The Nottingham Company, provides services which assists the Trust's Chief Compliance Officer in monitoring Distributor and testing the policies and procedures of the Trust in Capital Investment Group, Inc. (the Distributor) serves as conjunction with requirements under Rule 38a-1 of the the Fund's principal underwriter and distributor. The Securities and Exchange Commission. It receives compensation Distributor receives $5,000 per year per Fund paid in for this service at an annual rate of $7,750 per Fund. monthly installments for services provided and expenses assumed. Transfer Agent Certain Trustees and officers of the Trust are also officers North Carolina Shareholder Services, LLC ("Transfer Agent") of the Adviser or the Administrator. serves as transfer, dividend paying, and shareholder servicing agent for the Funds. It receives compensation for (Continued) CM ADVISERS FAMILY OF FUNDS Notes to Financial Statements (Unaudited) _____________________________________________________________________________________________________________________________ 3. Distribution and Service Fees 5. Federal Income Tax The Trustees, including a majority of the Trustees who are The information shown in Table 1 represents tax components not "interested persons" of the Trust as defined in the Act, of capital for the fiscal year ended February 28, 2006. adopted a distribution plan with respect to all shares pursuant to Rule 12b-1 of the Act (the "Plan"). Rule 12b-1 ------------------------------------------------------------- regulates the manner in which a regulated investment company Table 1 Undistributed may assume costs of distributing and promoting the sales of ------------------ its shares and servicing of its shareholder accounts. The Fund Long-Term Plan provides that the Funds may incur certain costs, which Ordinary Capital Net Tax may not exceed 0.25% for the CM Advisers Fund and 0.45% for Income Gains Appreciation the CM Advisers Fixed Income Fund, for each year elapsed ------------------------------------------------------------- subsequent to adoption of the Plan, for payment to the CM Advisers Fund $524,480 $128,233 $10,544,366 distributor and others for items such as advertising ------------------------------------------------------------- expenses, selling expenses, commissions, travel or other expenses reasonably intended to result in sales of shares of The aggregate cost of investments and the composition of the Funds or support servicing of shareholder accounts. unrealized appreciation and depreciation of investment Distribution and service fees were incurred and waived in securities for federal income tax purposes as of August 31, the amounts of $261,467 and $4,336 for the CM Advisers Fund 2006 are noted in Table 2. The primary difference between and the CM Advisers Fixed Income Fund, respectively, for the book and tax appreciation or depreciation of investments is period ended August 31, 2006. wash sale loss deferrals. 4. Purchases and Sales of Investment Securities ------------------------------------------------------------- Table 2 For the period ended August 31, 2006 the aggregate cost of Aggregate Gross purchases and proceeds from sales of investment securities Unrealized (excluding short-term securities) were as follows: ---------------------------- Federal Tax - ------------------------------------------------------------ Fund Cost Appreciation Depreciation Proceeds from ------------------------------------------------------------- Purchases of Sales of CM Advisers $215,417,588 $13,109,825 ($5,848,003) Fund Securities Securities Fund - ------------------------------------------------------------ ------------------------------------------------------------- CM Advisers Fund $53,892,071 $14,258,495 CM Advisers Fixed $ 2,535,628 $ 94,252 ($12,456) - ------------------------------------------------------------ Income Fund CM Advisers Fixed ------------------------------------------------------------- Income Fund $ - $ - - ------------------------------------------------------------ The amount of dividends and distributions from net - ------------------------------------------------------------ investment income and net realized capital gains are Purchases of determined in accordance with federal income tax regulations U.S. Sales of U.S. which may differ from accounting principles generally Fund Obligations Obligations accepted in the United States of America. These differences - ------------------------------------------------------------ are due to differing treatments for items such as net CM Advisers Fund $18,189,814 $24,645,099 short-term gains, deferral of wash sale losses, net - ------------------------------------------------------------ investment losses and capital loss carry-forwards. Permanent CM Advisers Fixed differences such as tax returns of capital and net Income Fund $ 1,970,237 $ - investment losses, if any, would be reclassified against - ------------------------------------------------------------ capital. The table below lists the distributions for the CM Advisers Fund during the past two fiscal years. ------------------------------------------------------------- Distributions from ------------------ Ordinary Long-Term For the year ended Income Gains ------------------------------------------------------------- February 28, 2006 $3,155,004 $5,396,416 ------------------------------------------------------------- February 28, 2005 $ - $ 186,856 ------------------------------------------------------------- (Continued) CM ADVISERS FAMILY OF FUNDS Notes to Financial Statements (Unaudited) ____________________________________________________________________________________________________________________________________ 6. Capital Share Transactions ____________________________________________________________________________________________________________________________________ CM Advisers Fixed CM Advisers Fund Income Fund ---------------- ----------- August 31, February 28, August 31, For the period or fiscal years ended: 2006 2006 (a) 2006 - ------------------------------------------------------------------ --------------------- ------------------- ----------------------- Transactions in Fund Shares Shares sold 3,658,031 8,867,576 248,897 --------------------- ------------------- ----------------------- Reinvested distributions 51,761 617,512 - --------------------- ------------------- ----------------------- Shares repurchased (933,925) (949,709) - --------------------- ------------------- ----------------------- Net Increase in Capital Shares 2,775,867 8,535,379 248,897 --------------------- ------------------- ----------------------- Shares Outstanding, Beginning of Period 15,492,896 6,957,517 - --------------------- ------------------- ----------------------- Shares Outstanding, End of Period 18,268,763 15,492,896 248,897 ____________________________________________________________________________________________________________________________________ (a) Audited. CM ADVISERS FAMILY OF FUNDS Additional Information (Unaudited) _____________________________________________________________________________________________________________________________ 1. Approval of Investment Advisory Agreement In considering the investment management capabilities and experience of the Adviser, the Board evaluated the The Adviser supervises the Fund's investments pursuant to an investment management experience of the Adviser. In Investment Advisory Agreement. The Board of Trustees of CM particular, the Adviser described to the Board the Adviser's Advisers Family of Funds unanimously approved the Investment experience managing fixed income portfolios, including, Advisory Agreement for an initial two-year period on without limitation, comparisons of historical investment February 17, 2006. In considering whether to approve the performance to relevant benchmark indices where appropriate. Investment Advisory Agreement, the Board reviewed and The Board discussed with the Adviser the investment considered such information as the Board deemed reasonably objective and strategy for the Fund and the Adviser's plans necessary, including the following material factors: (i) the for implementing the investment strategy for the Fund. After nature and scope of the services to be provided by the also considering the Adviser's capabilities and experience Adviser to the Fund; (ii) the investment management managing the current series of the Trust, the Board capabilities and experience of the Adviser, (iii) the costs determined that the Adviser would be an appropriate manager of the services to be provided and profits to be realized by for the Fund. the Adviser and its affiliates from the relationship with the Fund; (iv) the extent to which economics of scale would In considering the costs of the services to be provided and be realized as the Fund grows and whether advisory fee profits to be realized by the Advisor and its affiliates levels reflect these economies of scale for the benefit of from the relationship with the Fund, the Board examined and the Fund's investors; (v) the Adviser's practices regarding evaluated the fee arrangements between the Adviser and the brokerage and portfolio transactions; and (vi) the Adviser's Fund under the proposed Investment Advisory Agreement. The possible conflicts of interest. Board considered the Adviser's staffing, personnel, and methods of operating; the financial condition of the Adviser To aid it in its review, the Board reviewed various and the level of commitment to the Fund and the Adviser by informational materials including, without limitation, the principals of the Adviser; the projected asset levels of copies of the Investment Advisory Agreement and Expense the Fund; the Adviser's payment of startup costs for the Limitation Agreement for the Fund; a memorandum from the Fund; and the overall expenses of the Fund. The Board Adviser to the Board containing information about the reviewed the Fund's proposed Expense Limitation Agreement Adviser, its business, its finances, its personnel, its with the Adviser and noted the benefit that would result to services to the Fund, and comparative expense ratio the Fund from the Adviser's likely waiver of a portion of information for other mutual funds with a strategy similar its management fees for a period of time based on the to the Fund; and a memorandum from Kilpatrick Stockton LLP projected asset levels of the Fund. The Board considered (counsel to the Trust) to the Board regarding considerations that for the past three fiscal years the Adviser had waived relevant to a review of investment advisory contracts by a greater portion of its fees than necessary for the current investment company trustees. series of the Trust and that the Fund was planning to initially not collect the 12b-1 fees under the proposed In considering the nature and scope of the services to be 12b-1 Plan. provided by the Adviser to the Fund, the Board reviewed the responsibilities the Adviser would have under the proposed In addition, the Board considered potential benefits for the Investment Advisory Agreement. The Board also considered the Adviser in managing the Fund, including promotion of the administrative services that the Adviser would provide to Adviser's name, the ability for the Adviser to place small the Fund, its proposed efforts during the Fund's start-up accounts into the Fund, and the potential for the Adviser to phase, its coordination of services for the Fund among the generate soft dollars from Fund trades that may benefit the Fund's service providers, its compliance procedures and Adviser's clients other than the Fund. The Board then practices, and its proposed efforts to promote the Fund and compared the fee arrangements of the Fund (including the assist in its distribution. The Board considered the management fee and expense ratio) to other funds comparable services already provided by the Adviser to the CM Advisers in terms of the type of fund, the style of investment Fund, another series of the Trust, as well as services management, the size of the fund, and the nature of the provided in connection with the organization of the Fund. investment strategy and markets invested in, among other The Board also noted that the Trust's chief compliance factors. The Board determined that, while the Fund's maximum officer, principal executive officer, and principal management fee was higher than most of the comparable funds, financial officer are employees of the Adviser and would the Fund's net expense ratio after contractual and voluntary serve the Trust without additional compensation from the waivers and reimbursements would likely be lower than some Fund. After reviewing the foregoing information and further of the comparable funds and higher than others. Following information in the memorandum from the Adviser (e.g., this comparison and upon further consideration and descriptions of the Adviser's business and the Adviser's discussion of the foregoing, the Board concluded that the Form ADV), the Board concluded that the nature and scope of fees to be paid to the Adviser by the Fund were fair and the services would be satisfactory and adequate for the reasonable. Fund. (Continued) CM ADVISERS FAMILY OF FUNDS Additional Information (Unaudited) _____________________________________________________________________________________________________________________________ In considering the extent to which economies of scale would 2. Proxy Voting Policies and Voting Record be realized as the Fund grows and whether the advisory fee levels reflect these economies of scale for the benefit of A copy of the Trust's Proxy Voting and Disclosure Policy and the Fund's investors, the Board considered that the Fund's the Advisor's Proxy Voting and Disclosure Policy are fee arrangements with the Adviser involve the management fee included as Appendix B to the Funds' Statement of Additional and the proposed Expense Limitation Agreement. The Board Information and is available, without charge, upon request, determined that, while the management fee would remain the by calling 1-800-773-3863. Information regarding how the same at all asset levels, the Fund would experience benefits Funds voted proxies relating to portfolio securities during from its proposed Expense Limitation Agreement, and would the most recent 12-month period ended June 30, 2006 is continue to do so until the Fund's assets grow to a level available (1) without charge, upon request, by calling the where the Adviser begins receiving its full fee. Thereafter, Funds at the number above and (2) on the SEC's website at the Board noted that the Fund would benefit from economies http://www.sec.gov. of scale under its agreements with service providers other than the Adviser. Following further discussion of the Fund's 3. Quarterly Portfolio Holdings projected asset levels, expectations for growth, and levels of fees, the Board determined that the Fund's fee The Funds file their complete schedule of portfolio holdings arrangements with the Adviser would provide benefits through with the SEC for the first and third quarters of each fiscal the proposed Expense Limitation Agreement and that, at the year on From N-Q. The Funds' Form N-Q are available on the Fund's projected asset levels for the next year, the Fund's SEC's website at http://www.sec.gov. You may review and make arrangements with the Adviser were fair and reasonable. copies at the SEC's Public Reference Room in Washington, D.C. You may also obtain copies after paying a duplicating In considering the Adviser's practices regarding brokerage fee by writing the SEC's Public Reference Section, and portfolio transactions, the Board considered the Washington, D.C. 20549-0102 or by electronic request to Adviser's standards, and performance in utilizing those publicinfo@sec.gov, or is available without charge, upon standards, in seeking best execution for Fund portfolio request, by calling the Funds at 1-800-773-3863. Information transactions, including the use of alternative markets. The on the operation of the Public Reference Room may be Board noted that the Fund's fixed income portfolio obtained by calling the SEC at 202-942-8090. transactions would normally be principal transactions executed in over-the-counter markets on a "net" basis. The 4. Change in Independent Registered Public Accounting Firm Board also considered the anticipated portfolio turnover rate for the Fund; the process by which evaluations would be On May 4, 2005, Deloitte & Touche LLP was removed as the made of the overall reasonableness of any commissions paid; independent registered public accounting firm for the Trust. the method and basis for selecting and evaluating the Deloitte & Touche LLP was previously engaged as the broker-dealers used; any anticipated allocation of portfolio independent registered public accounting firm to audit the business to persons affiliated with the Adviser; and the Fund's financial statements. extent to which the Fund would allocate portfolio business to broker-dealers who provide research, statistical, or Deloitte & Touche LLP issued reports on the Fund's financial other services ("soft dollars"). After further review and statements as of February 28, 2005 and February 29, 2004. discussion, the Board determined that the Adviser's Such reports did not contain an adverse opinion or a practices regarding brokerage and portfolio transactions disclaimer of opinion, nor were they qualified or modified were satisfactory. as to uncertainty, audit scope, or accounting principles. In considering the Adviser's possible conflicts of interest, The decision to remove Deloitte & Touche LLP was approved by the Board considered such matters as the experience and the Trust's Audit Committee and ratified by the Board of ability of the advisory personnel that would be assigned to Trustees. At no time preceding the removal of Deloitte & the Fund; the basis of decisions to buy or sell securities Touche LLP were there any disagreements with Deloitte & for the Fund and the Adviser's other accounts; the method Touche LLP on any matter of accounting principles or for bunching of portfolio securities transactions; and the practices, financial statement disclosure, or auditing scope substance and administration of the Adviser's code of or procedure, which disagreements, if not resolved to the ethics. Following further consideration and discussion, the satisfaction of Deloitte & Touche LLP, would have caused it Board found the Adviser's standards and practices relating to make reference to the subject matter of the disagreements to the identification and mitigation of potential conflicts in connection with its report. At no time did any of the of interests to be satisfactory. events enumerated in paragraphs (1)(v)(A) through (D) of Item 304(a) of Regulation S-K occur. Based upon all of the foregoing considerations, the Board of Trustees, including a majority of the independent members of the Board of Trustees, approved the Investment Advisory Agreement. (This page was intentionally left blank) CM Advisers Fund and CM Advisers Fixed Income Fund are series of the CM Advisers Family of Funds For Shareholder Service Inquiries: For Investment Advisor Inquiries: Documented: Documented: NC Shareholder Services Van Den Berg Management, Inc. 116 South Franklin Street (d/b/a CM Fund Advisers) Post Office Drawer 4365 805 Las Cimas Parkway, Suite 430 Rocky Mount, North Carolina 27803 Austin, Texas 78746 Toll-Free Telephone: Toll-Free Telephone: 1-800-773-3863 1-800-773-3863 World Wide Web @: World Wide Web @: nottinghamco.com centman.com Item 2. CODE OF ETHICS. Not applicable. Item 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable. Item 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable. Item 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. Item 6. SCHEDULE OF INVESTMENTS. A copy of the schedule of investments of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this Form. 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 SECURITYHOLDERS. None. Item 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures are effective based on their evaluation of these disclosure controls and procedures as of a date within 90 days of the filing of this report. (b) There were no changes in the registrant's internal control over financial reporting that occurred during the registrant's 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. (a)(1) Not applicable. (a)(2) Certifications required by Item 12.(a)(2) of Form N-CSR are filed herewith as Exhibit 12.(a)(2). (a)(3) Not applicable. (b) Certifications required by Item 12.(b) of Form N-CSR are filed herewith as Exhibit 12.(b). 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. CM Advisers Family of Funds By: (Signature and Title) /s/ Arnold Van Den Berg ________________________________ Arnold Van Den Berg Trustee, Chairman, President and Principal Executive Officer Date: October 26, 2006 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/ Arnold Van Den Berg ________________________________ Arnold Van Den Berg Trustee, Chairman, President and Principal Executive Officer CM Advisers Family of Funds Date: October 26, 2006 By: (Signature and Title) /s/ James D. Brilliant ________________________________ James D. Brilliant Trustee, Treasurer and Principal Financial Officer CM Advisers Family of Funds Date: October 26, 2006