-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F4fYQexZuAq9RVH0k9kiVQG98+wQC2kqrWlVOIjGBf/xJeR67qLMmHKE60HcKMo7 n7W0n3FfN2syjxVr39JTFw== 0001111830-09-000122.txt : 20090204 0001111830-09-000122.hdr.sgml : 20090204 20090204130755 ACCESSION NUMBER: 0001111830-09-000122 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20081130 FILED AS OF DATE: 20090204 DATE AS OF CHANGE: 20090204 EFFECTIVENESS DATE: 20090204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Church Capital Investment Trust CENTRAL INDEX KEY: 0001321749 IRS NUMBER: 000000000 STATE OF INCORPORATION: OH FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-21753 FILM NUMBER: 09567612 BUSINESS ADDRESS: STREET 1: C/O ULTIMUS FUND SOLUTIONS, LLC STREET 2: 225 PICTORIA DRIVE, SUITE 450 CITY: CINCINNATI STATE: OH ZIP: 45246 BUSINESS PHONE: 717-735-5939 MAIL ADDRESS: STREET 1: 301 OXFORD VALLEY ROAD STREET 2: SUITE 801B CITY: YARDLEY STATE: PA ZIP: 19067 0001321749 S000001539 Church Capital Value Trust C000004185 Church Capital Value Trust CVLAX N-CSR 1 ncsr-1108.txt CHURCH CAPITAL INVESTMENT TRUST - N-CSR ------------------------- OMB APPROVAL ------------------------- OMB Number: 3235-0570 Expires: August 31, 2011 Estimated average burden hours per response: 18.9 ------------------------- 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, 2008 ------------------------------ Date of reporting period: November 30, 2008 ------------------------------ 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. ss. 3507. ITEM 1. REPORTS TO STOCKHOLDERS. CHURCH CAPITAL INVESTMENT TRUST Church Capital Value Trust ANNUAL REPORT November 30, 2008 INVESTMENT ADVISER Church Capital Management, LLC Yardley, PA [GRAPHIC OMITTED] CHURCH CAPITAL INVESTMENT TRUST Church Capital Investment Trust Letter to Shareholders January 12, 2009 To the Shareholders of the Church Capital Value Trust: We are pleased to include this letter with the third Annual Report of the Church Capital Value Trust (the "Fund"). The fiscal year that ended November 30, 2008 saw tremendous declines in the equity markets. Slowing economic growth, disappointing corporate earnings, subprime mortgage concerns and the resulting collapse of the housing market and the Financials sector all contributed to creating a perfect storm for the almost unprecedented weakness in equities, particularly in the latter parts of the year. Through it all, our third year of operation witnessed the Fund outperforming its primary benchmark, the S&P 500 Index. In last year's letter we talked about our belief that both the domestic and international economies would continue to soften. Obviously those predictions came to fruition. As we move into 2009, we expect continued struggles in the world's economies. However, we are hopeful that the new administration will be able to make some headway in fixing some of the problems that incited the market meltdown of 2008. As always, we will be doing our best to monitor the situation closely and to take full advantage of any and all opportunities as they present themselves. We appreciate your continued support. /s/ Gregory A. Church Gregory A. Church Chief Investment Officer Church Capital Investment Trust 1 Distributed by Bainbridge Securities Inc. o P.O. Box 46707 Cincinnati, Ohio 45246 o 877-742-8061 MANAGEMENT DISCUSSION OF FUND PERFORMANCE CHURCH CAPITAL VALUE TRUST 1) How did the Fund perform during the fiscal year? The Fund had a total return of -36.52% for the year ended November 30, 2008. 2) What were the most significant market factors affecting the Fund's performance during the past year? Market factors included: 1) Subprime credit issues 2) Reduced corporate earnings expectations 3) Slowing economic growth 4) Negative equity markets 3) How did the Fund perform relative to its benchmark, and why did the Fund outperform/underperform the benchmark? The Fund employs a GARP (Growth at a Reasonable Price) strategy, and utilizing this strategy the Fund posted a total return of -36.52% for the fiscal year ended November 30, 2008. The Fund outperformed its primary benchmark, the S&P 500 Index (-38.09%). This outperformance to its primary benchmark was a result of the Fund's investments in the Food & Beverages, Electrical Utilities, Health Care and Pharmaceuticals and Biotechnology sectors. 4) What strategies did you use to manage the Fund? Management utilizes a macro economic perspective to identify sectors or industries that are poised to outperform. In the context of a diversified portfolio of stocks, favored industries receive a greater weighting in the Fund's portfolio to enhance performance. 5) What were the primary strategic factors that guided your management of the Fund? Utilizing a "growth at reasonable price" or GARP methodology, management identifies quality companies that are selling at attractive prices relative to their growth rates. Stocks that possess strong fundamentals and that trade below intrinsic valuation levels or at the low end of peer group valuations are prime investment candidates. THE VIEWS IN THIS REPORT WERE THOSE OF CHURCH CAPITAL MANAGEMENT LLC, AS OF NOVEMBER 30, 2008 AND MAY NOT REFLECT THE FIRM'S VIEWS ON THE DATE THIS REPORT IS FIRST PUBLISHED OR ANYTIME THEREAFTER. THESE VIEWS ARE INTENDED TO ASSIST SHAREHOLDERS IN UNDERSTANDING THEIR INVESTMENT IN THE FUND AND DO NOT CONSTITUTE INVESTMENT ADVICE. 2 CHURCH CAPITAL VALUE TRUST COMPARISON OF THE CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE CHURCH CAPITAL VALUE TRUST VERSUS THE S&P 500 INDEX [LINE GRAPH OMITTED] Church Capital Value Trust S&P 500 Index ---------------------------- -------------------------- 1/19/2006 $ 10,000 1/19/2006 $ 10,000 2/28/2006 10,020 2/28/2006 9,990 5/31/2006 10,030 5/31/2006 9,955 8/31/2006 10,120 8/31/2006 10,269 11/30/2006 10,860 11/30/2006 11,084 2/28/2007 10,910 2/28/2007 11,187 5/31/2007 11,885 5/31/2007 12,225 8/31/2007 11,742 8/31/2007 11,824 11/30/2007 11,661 11/30/2007 11,940 2/29/2008 11,006 2/29/2008 10,784 5/31/2008 11,648 5/31/2008 11,406 8/31/2008 11,126 8/31/2008 10,506 11/30/2008 7,403 11/30/2008 7,392 Past performance is not predictive of future performance. - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS (a) (FOR PERIODS ENDED NOVEMBER 30, 2008) 1 YEAR SINCE INCEPTION(b) -------- ------------------ Church Capital Value Trust* -36.52% -9.97% S&P 500 Index -38.09% -10.02% * The Fund's ratio of total expenses to average net assets as of November 30, 2008 is 1.69%. The Fund's ratio of net expenses (after advisory fee reductions) to average net assets as of November 30, 2008 is 1.25% (Note 4). - -------------------------------------------------------------------------------- (a) The total returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. (b) Commencement of operations was January 19, 2006. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. THE 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. TOTAL RETURN ASSUMES REINVESTMENTS OF DIVIDENDS AND DISTRIBUTIONS. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA QUOTED. TO OBTAIN PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH END, PLEASE CALL 1-877-742-8061. FEE REDUCTIONS HAVE POSITIVELY IMPACTED FUND PERFORMANCE. Indices are unmanaged, do not incur fees, expenses, or taxes and cannot be invested in directly. 3 CHURCH CAPITAL VALUE TRUST SUPPLEMENTARY PORTFOLIO INFORMATION NOVEMBER 30, 2008 (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 9.8% 8.5% Consumer Staples 15.4% 10.5% Energy 15.9% 14.3% Financials 7.8% 15.9% Health Care 11.5% 11.5% Industrials 4.2% 11.8% Information Technology 16.2% 16.6% Materials 10.5% 3.7% Telecommunication Services 0.0% 3.5% Utilities 9.6% 3.7% TOP 10 EQUITY HOLDINGS - -------------------------------------------------------------------------------- SECURITY DESCRIPTION % OF NET ASSETS --------------------------------------------------------------- Procter & Gamble Co. (The) 6.8% Progress Energy, Inc. 6.5% Cisco Systems, Inc. 5.9% Royal Dutch Shell PLC - Class A - ADR 5.4% Archer-Daniels-Midland Co. 5.4% Baxter International, Inc. 5.2% EMC Corp. 5.2% Newmont Mining Corp. 5.0% Bank of America Corp. 4.2% Barrick Gold Corp. 4.2% 4 CHURCH CAPITAL VALUE TRUST SCHEDULE OF INVESTMENTS NOVEMBER 30, 2008 COMMON STOCKS - 100.9% SHARES VALUE - -------------------------------------------------------------------------------- CONSUMER DISCRETIONARY - 9.8% HOTELS, RESTAURANTS & LEISURE - 2.3% CBRL Group, Inc. 15,000 $ 289,950 ----------- MEDIA - 3.7% Time Warner, Inc. 50,000 452,500 ----------- MULTI-LINE RETAIL - 1.3% Macy's, Inc. 21,000 155,820 ----------- SPECIALTY RETAIL - 2.5% Lowe's Cos., Inc. 15,000 309,900 ----------- CONSUMER STAPLES - 15.4% BEVERAGES - 3.2% Diageo PLC - ADR 7,000 394,590 ----------- FOOD PRODUCTS - 5.4% Archer-Daniels-Midland Co. 24,000 657,120 ----------- HOUSEHOLD PRODUCTS - 6.8% Procter & Gamble Co. (The) 13,000 836,550 ----------- ENERGY - 15.9% ENERGY EQUIPMENT & SERVICES - 3.5% Baker Hughes, Inc. 2,000 69,660 Nabors Industries Ltd. (a) 11,000 159,500 Weatherford International Ltd. (a) 15,000 191,550 ----------- 420,710 ----------- OIL, GAS & CONSUMABLE FUELS - 12.4% Cimarex Energy Co. 14,000 397,180 Royal Dutch Shell PLC - Class A - ADR 12,500 668,125 Tesoro Corp. 50,000 459,500 ----------- 1,524,805 ----------- FINANCIALS - 7.8% CAPITAL MARKETS - 3.0% Goldman Sachs Group, Inc. (The) 2,400 189,576 Morgan Stanley 12,000 177,000 ----------- 366,576 ----------- 5 CHURCH CAPITAL VALUE TRUST SCHEDULE OF INVESTMENTS (CONTINUED) COMMON STOCKS - 100.9% (CONTINUED) SHARES VALUE - ------------------------------------------------------------------------------- FINANCIALS - 7.8% (CONTINUED) DIVERSIFIED FINANCIAL SERVICES - 4.2% Bank of America Corp. 32,000 $ 520,000 ----------- INSURANCE - 0.6% Hartford Financial Services Group, Inc. 8,700 73,515 ----------- HEALTH CARE - 11.5% BIOTECHNOLOGY - 3.0% Genzyme Corp. (a) 5,750 368,115 ----------- HEALTH CARE EQUIPMENT & SUPPLIES - 8.5% Baxter International, Inc. 12,000 634,800 Covidien Ltd. 11,000 405,350 ----------- 1,040,150 ----------- INDUSTRIALS - 4.2% INDUSTRIAL CONGLOMERATES - 4.2% General Electric Co. 30,000 515,100 ----------- INFORMATION TECHNOLOGY - 16.2% COMMUNICATIONS EQUIPMENT - 7.0% Cisco Systems, Inc. (a) 44,000 727,760 Corning, Inc. 15,000 135,150 ----------- 862,910 ----------- COMPUTERS & PERIPHERALS - 5.2% EMC Corp. (a) 60,000 634,200 ----------- INTERNET SOFTWARE & SERVICES - 1.8% Google, Inc. - Class A (a) 750 219,720 ----------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 2.2% Texas Instruments, Inc. 17,500 272,475 ----------- MATERIALS - 10.5% METALS & MINING - 10.5% Alcoa, Inc. 14,000 150,640 Barrick Gold Corp. 17,500 515,550 Newmont Mining Corp. 18,400 619,160 ----------- 1,285,350 ----------- 6 CHURCH CAPITAL VALUE TRUST SCHEDULE OF INVESTMENTS (CONTINUED) COMMON STOCKS - 100.9% (CONTINUED) SHARES VALUE - ------------------------------------------------------------------------------- UTILITIES - 9.6% ELECTRIC UTILITIES - 9.6% FPL Group, Inc. 8,000 $ 390,080 Progress Energy, Inc. 20,000 793,800 ----------- 1,183,880 ----------- TOTAL COMMON STOCKS (Cost $19,702,976) $12,383,936 ----------- TOTAL INVESTMENTS AT VALUE - 100.9% (Cost $19,702,976) $12,383,936 LIABILITIES IN EXCESS OF OTHER ASSETS - (0.9%) (104,574) ----------- TOTAL NET ASSETS - 100.0% $12,279,362 =========== - ------------------------------ (a) Non-income producing security. ADR - American Depositary Receipt See accompanying notes to financial statements. 7 CHURCH CAPITAL VALUE TRUST STATEMENT OF ASSETS AND LIABILITIES NOVEMBER 30, 2008 ================================================================================ ASSETS Investments in securities: At cost $ 19,702,976 ============ At value (Note 2) $ 12,383,936 Dividends receivable 30,659 Receivable for investment securities sold 112,385 Receivable for capital shares sold 200 Receivable from Adviser (Note 4) 1,766 Other assets 4,393 ------------ TOTAL ASSETS 12,533,339 ------------ LIABILITIES Bank overdraft 232,826 Payable for capital shares redeemed 9,766 Payable to administrator (Note 4) 6,110 Other accrued expenses 5,275 ------------ TOTAL LIABILITIES 253,977 ------------ NET ASSETS $ 12,279,362 ============ NET ASSETS CONSIST OF: Paid-in capital $ 20,031,307 Undistributed net investment income 171,351 Accumulated net realized losses from security transactions (604,256) Net unrealized depreciation on investments (7,319,040) ------------ NET ASSETS $ 12,279,362 ============ Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value) 1,805,286 ============ Net asset value, redemption price and offering price per share (Note 2) $ 6.80 ============ See accompanying notes to financial statements. 8 CHURCH CAPITAL VALUE TRUST STATEMENT OF OPERATIONS YEAR ENDED NOVEMBER 30, 2008 ================================================================================ INVESTMENT INCOME Dividend income $ 540,865 Foreign withholding taxes on dividends (7,507) ------------ TOTAL INVESTMENT INCOME 533,358 ------------ EXPENSES Investment advisory fees (Note 4) 275,350 Professional fees 35,217 Fund accounting fees (Note 4) 32,759 Administration fees (Note 4) 29,338 Transfer agent fees (Note 4) 18,000 Trustees' fees and expenses (Note 4) 17,025 Custody and bank service fees 16,457 Postage and supplies 9,942 Insurance expense 7,974 Compliance service fees (Note 4) 6,750 Registration fees 4,856 Shareholder report printing fees 2,714 Other expenses 8,337 ------------ TOTAL EXPENSES 464,719 Fees reduced by the Adviser (Note 4) (120,531) ------------ NET EXPENSES 344,188 ------------ NET INVESTMENT INCOME 189,170 ------------ REALIZED AND UNREALIZED LOSSES ON INVESTMENTS Net realized losses from security transactions (563,793) Net change in unrealized appreciation/depreciation on investments (9,021,637) ------------ NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS (9,585,430) ------------ NET DECREASE IN NET ASSETS FROM OPERATIONS $ (9,396,260) ============ See accompanying notes to financial statements. 9
CHURCH CAPITAL VALUE TRUST STATEMENTS OF CHANGES IN NET ASSETS ===================================================================================================== YEAR ENDED YEAR ENDED NOVEMBER 30, NOVEMBER 30, 2008 2007 - ----------------------------------------------------------------------------------------------------- FROM OPERATIONS Net investment income $ 189,170 $ 204,199 Net realized gains (losses) from security transactions (563,793) 2,167,650 Net change in unrealized appreciation/depreciation on investments (9,021,637) (91,263) ------------ ------------ Net increase (decrease) in net assets from operations (9,396,260) 2,280,586 ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS From net investment income (214,080) (222,886) From net realized gains from security transactions (2,202,681) (235,745) ------------ ------------ Decrease in net assets from distributions to shareholders (2,416,761) (458,631) ------------ ------------ FROM CAPITAL SHARE TRANSACTIONS Proceeds from shares sold 2,352,023 10,360,826 Net asset value of shares issued in reinvestment of distributions to shareholders 1,357,767 278,002 Payments for shares redeeemed (15,916,509) (8,141,101) ------------ ------------ Net increase (decrease) in net assets from capital share transactions (12,206,719) 2,497,727 ------------ ------------ TOTAL INCREASE (DECREASE) IN NET ASSETS (24,019,740) 4,319,682 NET ASSETS Beginning of year 36,299,102 31,979,420 ------------ ------------ End of year $ 12,279,362 $ 36,299,102 ============ ============ UNDISTRIBUTED NET INVESTMENT INCOME $ 171,351 $ 196,326 ============ ============ CAPITAL SHARE ACTIVITY Shares sold 232,992 915,678 Shares reinvested 127,610 25,812 Shares redeemed (1,714,820) (727,223) ------------ ------------ Net increase (decrease) in shares outstanding (1,354,218) 214,267 Shares outstanding, beginning of year 3,159,504 2,945,237 ------------ ------------ Shares outstanding, end of year 1,805,286 3,159,504 ============ ============
See accompanying notes to financial statements. 10
CHURCH CAPITAL VALUE TRUST FINANCIAL HIGHLIGHTS ================================================================================================================ YEAR ENDED YEAR ENDED PERIOD ENDED NOVEMBER 30, NOVEMBER 30, NOVEMBER 30, PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD: 2008 2007 2006 (a) - ---------------------------------------------------------------------------------------------------------------- Net asset value at beginning of period $ 11.49 $ 10.86 $ 10.00 ---------- ---------- ---------- Income (loss) from investment operations: Net investment income 0.10 0.07 0.07 Net realized and unrealized gains (losses) on investments (4.02) 0.72 0.79 ---------- ---------- ---------- Total from investment operations (3.92) 0.79 0.86 ---------- ---------- ---------- Less distributions: From net investment income (0.07) (0.08) -- From net realized gains on investments (0.70) (0.08) -- ---------- ---------- ---------- Total distributions (0.77) (0.16) -- ---------- ---------- ---------- Net asset value at end of period $ 6.80 $ 11.49 $ 10.86 ========== ========== ========== Total return (b) -36.52% 7.38% 8.60%(c) ========== ========== ========== RATIOS AND SUPPLEMENTAL DATA: Net assets at end of period (000's) $ 12,279 $ 36,299 $ 31,979 ========== ========== ========== Ratio of total expenses to average net assets 1.69% 1.55% 1.75%(e) Ratio of net expenses to average net assets (d) 1.25% 1.25% 1.25%(e) Ratio of net investment income to average net assets (d) 0.69% 0.59% 1.04%(e) Portfolio turnover rate 59% 90% 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 periods covered, which assumes any dividend or capital gain 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 reductions (Note 4). (e) Annualized. See accompanying notes to financial statements. 11 CHURCH CAPITAL VALUE TRUST NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2008 ================================================================================ 1. ORGANIZATION Church Capital Value Trust (the "Fund") is 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. The Fund commenced operations on January 19, 2006. The investment objective of the Fund is capital appreciation. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of the Fund's significant accounting policies: SECURITIES VALUATION - The Fund 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 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 (those with maturities of 60 days or less) are valued at amortized cost, which the Board of Trustees has determined best represents a fair value. The Financial Accounting Standards Board's ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 157 "Fair Value Measurements" establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. Various inputs are used in determining the value of the Fund's investments. These inputs are summarized in the three broad levels listed below: o Level 1 - quoted prices in active markets for identical securities o Level 2 - other significant observable inputs o Level 3 - significant unobservable inputs The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. As of November 30, 2008, all of the inputs used to value the Fund's investments were Level 1. 12 CHURCH CAPITAL VALUE TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ SHARE VALUATION - The net asset value per share of the Fund is calculated daily by dividing the total value of the Fund's assets, less liabilities, by the number of shares outstanding. The offering price and redemption price per share of the 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. SECURITY TRANSACTIONS - Security transactions are accounted for on the trade date. Gains and losses on securities sold are determined on a specific identification basis. DISTRIBUTIONS TO SHAREHOLDERS - Dividends arising from net investment income are declared and paid at least annually to shareholders of the Fund. Net realized capital gains, if any, are distributed by the Fund at least annually. 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 and are recorded on the ex-dividend date. These "book/tax" differences are either temporary or permanent in nature and are primarily due to differing book/tax treatment of short-term capital gains. The tax character of distributions paid by the Fund during the years ended November 30, 2008 and November 30, 2007 was as follows: - -------------------------------------------------------------------------------- LONG-TERM YEAR ENDED ORDINARY INCOME CAPITAL GAINS TOTAL DISTRIBUTIONS - -------------------------------------------------------------------------------- November 30, 2008 $ 1,651,386 $ 765,375 $ 2,416,761 November 30, 2007 $ 458,631 $ -- $ 458,631 - -------------------------------------------------------------------------------- On December 31, 2008, a distribution of $0.12 per share was declared for the Fund. The dividend was paid on December 31, 2008, to shareholders of record on December 30, 2008. REPURCHASE AGREEMENTS - The Fund 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 Fund. It is the 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. In addition, the Fund actively monitors and seeks additional collateral, as needed. If the seller defaults, and the fair value of the collateral declines, realization of the collateral by the Fund may be delayed or limited. 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 and the disclosure of contingent 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 the 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 the 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 the 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 November 30) plus undistributed amounts from prior years. 13 CHURCH CAPITAL VALUE TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ The following information is computed on a tax basis for each item as of November 30, 2008: -------------------------------------------------------------------- CHURCH CAPITAL VALUE TRUST -------------------------------------------------------------------- Tax cost of portfolio investments $ 20,035,200 ============ Gross unrealized appreciation $ 215,011 Gross unrealized depreciation (7,866,275) ------------ Net unrealized depreciation (7,651,264) Undistributed ordinary income 171,351 Capital loss carryforward (272,032) ------------ Accumulated deficit $ (7,751,945) ============ -------------------------------------------------------------------- The difference between the federal income tax cost of portfolio investments and the financial statement cost for the Fund is due to certain timing differences in the recognition of capital gains or losses under income tax regulations and accounting principles generally accepted in the United States of America. These "book/tax" differences are temporary in nature and are due to the tax deferral of losses on wash sales. As of November 30, 2008, the Fund had $272,032 of capital loss carryforwards for federal income tax purposes, which expire November 30, 2016. These capital loss carryforwards may be utilized in future years to offset net realized capital gains, if any, prior to distribution to shareholders. For the year ended November 30, 2008, the Fund reclassified $65 of distributions in excess of net realized gains against undistributed net investment income on the Statement of Assets and Liabilities. Such reclassification, the result of permanent differences between the financial statement and income tax reporting requirements, has no effect on the Fund's net assets or net asset value per share. FASB's Interpretation No. 48 ("FIN 48") "Accounting for Uncertainty in Income Taxes" 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 positions not deemed to meet the more-likely-than-not threshold would be booked as a tax benefit or expense in the current year. As required by FIN 48, management has analyzed the Fund's tax positions taken on Federal income tax returns for all open tax years (November 30, 2006 through November 30, 2008) and has concluded that no provision for income tax is required in these financial statements. 3. INVESTMENT TRANSACTIONS During the year ended November 30, 2008, cost of purchases and proceeds from sales of investment securities, other than short-term investments and U.S. government securities, amounted to $15,234,803 and $27,224,586, respectively. 14 CHURCH CAPITAL VALUE TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ 4. TRANSACTIONS WITH AFFILIATES INVESTMENT ADVISORY AGREEMENT Church Capital Management LLC (the "Adviser") serves as the investment adviser to the Fund. For these services, the Fund pays the Adviser a monthly fee at the annual rate of 1.00% of its average daily net assets. The Adviser has contractually agreed to reduce its fees and/or to reimburse expenses to the extent necessary to limit the ordinary operating expenses (excluding brokerage costs, taxes, interest and extraordinary expenses) to 1.25% of the Fund's average daily net assets. This contractual limitation is in place through March 31, 2010. The Adviser's agreement to cap the Fund's ordinary operating expenses does not include indirect expenses, such as fees and expenses of underlying investment companies in which the Fund may invest. Any such fee reductions by the Adviser, or payments by the Adviser of expenses which are the Fund's obligation, are subject to repayment by the Fund, provided that the repayments do not cause the 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 year ended November 30, 2008, the Adviser reduced its investment advisory fees by $120,531. Due to a change in control of the Adviser during the year, all fee reductions by the Adviser prior to April 4, 2008 are no longer recoverable by the Adviser. Therefore, as of November 30, 2008, the amount of fee reductions available for reimbursement to the Adviser is $88,103. The Adviser may recapture such fee reductions no later than November 30, 2011. The Chief Compliance Officer (the "CCO") of the Trust is an officer of the Adviser. The Adviser currently receives no compensation from the Fund for providing CCO services to the Trust. Prior to September 1, 2008, the Fund paid the Adviser a monthly fee of $750 for providing CCO services. 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 Fund. Ultimus supervises the preparation of tax returns, reports to shareholders of the Fund, 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, the 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. FUND ACCOUNTING 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 Fund. For these services, the Fund pays to Ultimus a base fee of $2,500 per month, plus an asset-based fee at the annual rate of .01% of the Fund's average daily net assets. In addition, the Fund pays all costs of external pricing services. TRANSFER AGENT AND SHAREHOLDER SERVICES 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 the Fund's shares, acts as dividend and distribution disbursing agent and performs other shareholder service functions. For these services, Ultimus receives from the Fund a fee, payable monthly, at an annual rate of $24 per account, provided, however, that the minimum fee with respect to the Fund is $1,000 per month if the Fund has 25 shareholder accounts or less, $1,250 per month if the Fund has between 26 and 100 shareholder accounts, and $1,500 per month if the Fund has more than 100 shareholder accounts. In addition, the Fund pays out-of-pocket expenses, including but not limited to, postage and supplies. 15 CHURCH CAPITAL VALUE TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) ================================================================================ DISTRIBUTION AGREEMENT Under the terms of a Distribution Agreement, Bainbridge Securities, Inc. (the "Distributor") serves as principal underwriter to the Fund. The Distributor is an affiliate of the Adviser. The Distributor receives no compensation from the Fund for acting as principal underwriter, but the Distributor executes brokerage transactions for the Fund as described under "PORTFOLIO TRANSACTIONS" below. TRUSTEES AND OFFICERS Certain officers of the Trust are directors and officers of the Adviser or the Distributor, or of Ultimus. Each Independent Trustee receives from the Trust an annual retainer of $4,000, payable quarterly, and a fee of $500 for attendance at each meeting of the Board of Trustees, plus reimbursement of travel and other expenses incurred in attending meetings. PORTFOLIO TRANSACTIONS A majority of the Fund's portfolio transactions were executed through the Distributor. During the year ended November 30, 2008, brokerage commissions of $46,970 were paid by the Fund to the Distributor with respect to transactions totaling $39,216,545. 5. CONTINGENCIES AND COMMITMENTS The Fund indemnifies the Trust's officers and Trustees for certain liabilities that might arise from their performance of their duties to the Fund. Additionally, in the normal course of business the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. 6. SUBSEQUENT EVENT At a meeting held on January 26, 2009, the Board of Trustees of the Trust approved the mandatory redemption of all shares of the Fund. It is anticipated that all outstanding shares of the Fund will be redeemed and that the Fund will discontinue operations on or about March 25, 2009. The Adviser will continue to waive fees and reimburse expenses of the Fund, as necessary, in order to maintain fees and expenses at their current level. 16 [LOGO OMITTED] BRIGGS, BUNTING & DOUGHERTY, LLP CERTIFIED PUBLIC ACCOUNTANTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE SHAREHOLDERS AND BOARD OF TRUSTEES OF CHURCH CAPITAL INVESTMENT TRUST We have audited the accompanying statements of assets and liabilities of Church Capital Value Trust, a series of shares of beneficial interest of Church Capital Investment Trust, including the schedule of investments, as of November 30, 2008, and the related statements of operations for the year then ended, and the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the two years in the period then ended and for the period January 19, 2006 (commencement of operations), through November 30, 2006. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2008 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Church Capital Value as of November 30, 2008, the results of its operations for the year then ended, and the changes in its net assets for each of the two years in the period then ended, and their financial highlights for each of the two years then ended and the period January 19, 2006 through November 30, 2006, in conformity with accounting principles generally accepted in the United States of America. /s/ BRIGGS, BUNTING & DOUGHERTY, LLP BRIGGS, BUNTING & DOUGHERTY, LLP PHILADELPHIA, PENNSYLVANIA JANUARY 26, 2009 17 CHURCH CAPITAL VALUE TRUST ABOUT YOUR FUND'S EXPENSES (UNAUDITED) ================================================================================ We believe it is important for you to understand the impact of costs on your investment. As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund operating expenses. These ongoing costs, which are deducted from the Fund's gross income, directly reduce the investment returns of the Fund. A mutual fund's ongoing costs 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 Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The expense examples in the following table are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period (June 1, 2008 through November 30, 2008). The table below illustrates the 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 the Fund's costs with those of other mutual funds, based on the Fund's respective actual expense ratio 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 the 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 the 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 Fund does not charge transaction fees, such as purchase or redemption fees, nor does it 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 Fund's expenses, including annual expense ratios, can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to the Fund's prospectus. 18 CHURCH CAPITAL VALUE TRUST ABOUT YOUR FUND'S EXPENSES (UNAUDITED) (CONTINUED) ================================================================================
- ------------------------------------------------------------------------------------------ Beginning Ending Account Value Account Value Expenses Paid June 1, 2008 November 30, 2008 During Period* - ------------------------------------------------------------------------------------------ Based on Actual Fund Return $1,000.00 $ 635.50 $ 5.12 Based on Hypothetical 5% Return (before expenses) $1,000.00 $1,018.85 $ 6.33 - ------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.25% (after fee reductions) for the period, multiplied by 183/365 (to reflect the one-half year period). OTHER INFORMATION (UNAUDITED) ================================================================================ A description of the policies and procedures that the Fund uses 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 Fund 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 Fund 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. FEDERAL TAX INFORMATION (UNAUDITED) ================================================================================ In accordance with federal tax requirements, the following provides shareholders with information concerning distributions from net realized gains made by the Fund during the year ended November 30, 2008. On December 31, 2007, the Fund declared and paid ordinary income distributions of $1,651,386 and a long-term capital gain distribution of $765,375. As provided by the Jobs and Growth Tax Relief Reconciliation Act of 2003, these distributions may be subject to a maximum tax rate of 15%. Early in 2008, as required by federal regulations, shareholders received notification of their portion of the Fund's taxable capital gain distributions, if any, paid during the 2007 calendar year. 19 CHURCH CAPITAL VALUE TRUST BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (UNAUDITED) ================================================================================ Overall responsibility for management of the Trust rests with the Board of Trustees. The Trustees serve for terms of indefinite duration until death, resignation, retirement or removal from office. The Trustees, in turn, elect the officers of the Trust to actively supervise the Trust's day-to-day operations. The officers are elected annually. The Trust is managed by the Trustees in accordance with the laws of the State of Ohio governing business trusts. There are currently four Trustees, all of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act (the "Independent Trustees"). The Independent Trustees receive compensation for their services as a Trustee and attendance at meetings of the Trustees. Officers of the Trust receive no compensation from the Trust for performing the duties of their offices. The Trustees and executive officers of the Trust, their addresses and their principal occupations during the past five (5) years are as follows: - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN PRINCIPAL OCCUPATION(S) DURING PAST FUND COMPLEX LENGTH OF TIME POSITION(S) 5 YEARS AND DIRECTORSHIPS OF PUBLIC OVERSEEN BY NAME, ADDRESS AND AGE SERVED HELD WITH TRUST COMPANIES TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------------ INDEPENDENT TRUSTEES: Gerald L. Printz Since Chairman & From November 1993 through present, 1 301 Oxford Valley Road, Suite 801B December 2005 Trustee President of Amsador, Ltd. Yardley, Pennsylvania 19067 (information management consulting Year of Birth: 1956 firm). From April 2002 through present, Chief Executive Officer of 20/20 Innovations, LLC (provides crisis management planning and prevention services). From March of 1996 to 2005, Trustee of the Matterhorn Growth Fund (an open end mutual fund). Mark LoManto, CPA Since Trustee Principal and Co-owner of ML Weekes 1 301 Oxford Valley Road, Suite 801B October 2007 & Company, PC (CPA firm). Yardley, Pennsylvania 19067 Year of Birth: 1957 Portia Sue Perrotty Since Trustee From 2006 to present, a Director of 1 301 Oxford Valley Road, Suite 801B December 2005 Knowledge Flow, Inc. (software Yardley, Pennsylvania 19067 company). From January 2003 to Year of Birth: 1953 July 2008, Chief of Staff for the First Lady of Pennsylvania. Brian D. Wassell, CPA Since Trustee Partner of Trout, Ebersole & Groff 1 301 Oxford Valley Road, Suite 801B December 2005 LLP (CPA firm). Yardley, Pennsylvania 19067 Year of Birth: 1969
20 CHURCH CAPITAL VALUE TRUST BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (UNAUDITED) (CONTINUED) ================================================================================
- ------------------------------------------------------------------------------------------------------------------------------------ POSITION(S) PRINCIPAL OCCUPATION(S) DURING PAST LENGTH OF TIME HELD WITH 5 YEARS AND DIRECTORSHIPS OF PUBLIC NAME, ADDRESS AND AGE SERVED TRUST COMPANIES - ------------------------------------------------------------------------------------------------------------------------------------ EXECUTIVE OFFICERS: Gregory A. Church Since President Founder and Chairman of Church 301 Oxford Valley Road, Suite 801B December 2005 Capital Management, LLC. Yardley, Pennsylvania 19067 Year of Birth: 1956 Robert G. Dorsey Since Vice President Managing Director of Ultimus Fund 225 Pictoria Drive, Suite 450 December 2005 Solutions, LLC and Ultimus Fund Cincinnati, Ohio 45246 Distributors, LLC. Year of Birth: 1957 Mark J. Seger Since Treasurer Managing Director of Ultimus Fund 225 Pictoria Drive, Suite 450 December 2005 Solutions, LLC and Ultimus Fund Cincinnati, Ohio 45246 Distributors, LLC. Year of Birth: 1962 John F. Splain Since Secretary Managing Director of Ultimus Fund 225 Pictoria Drive, Suite 450 December 2005 Solutions, LLC and Ultimus Fund Cincinnati, Ohio 45246 Distributors, LLC. Year of Birth: 1956 Jerome H. Walther Since Chief Compliance Executive Vice President and Chief 301 Oxford Valley Road, Suite 801B September 2008 Officer Compliance Officer of Church Yardley, Pennsylvania 19067 Capital Management, LLC Year of Birth: 1963
Additional information about members of the Board of Trustees and executive officers is available in the Fund's Statement of Additional Information ("SAI"). To obtain a free copy of the SAI, please call 1-877-742-8061. 21 CHURCH CAPITAL VALUE TRUST RESULTS OF SPECIAL MEETING OF SHAREHOLDERS AUGUST 28, 2008 (UNAUDITED) ================================================================================ On August 28, 2008, a Special Meeting of Shareholders of the Fund was held to consider the approval of a new Advisory Agreement between the Trust, on behalf of the Fund, and the Adviser. The number of shares of the Fund present and voting at the Special Meeting, either in person or by proxy, represented 71.29% of the total shares entitled to vote at the meeting. The proposal was approved by the shareholders of the Fund. The results of the voting for or against the proposal to approve the new Advisory Agreement were as follows: Number of Shares ----------------------------------------------- For Against Abstain ----------------------------------------------- 1,883,390 2,372 0 ----------------------------------------------- 22 THIS PAGE INTENTIONALLY LEFT BLANK. ITEM 2. CODE OF ETHICS. As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. Pursuant to Item 12(a)(1), a copy of registrant's code of ethics is filed as an exhibit to this Form N-CSR. During the period covered by this report, the code of ethics has not been amended, and the registrant has not granted any waivers, including implicit waivers, from the provisions of the code of ethics. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The registrant's board of trustees has determined that the registrant has at least one audit committee financial expert serving on its audit committee. The name of the audit committee financial expert is Brian D. Wassell. Mr. Wassell is "independent" for purposes of this Item. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) AUDIT FEES. The aggregate fees billed for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $13,000 and $23,000 with respect to the registrant's fiscal years ended November 30, 2008 and 2007, respectively. (b) AUDIT-RELATED FEES. No fees were billed in either of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item. (c) TAX FEES. The aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $3,000 and $3,000 with respect to the registrant's fiscal years ended November 30, 2008 and 2007, respectively. The services comprising these fees are the preparation of the registrant's federal income and excise tax returns. (d) ALL OTHER FEES. No fees were billed in either of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. (e)(1) The audit committee has not adopted pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. (e)(2) None of the services described in paragraph (b) through (d) of this Item were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) Less than 50% of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. (g) With respect to the fiscal years ended November 30, 2008 and 2007, aggregate non-audit fees of $3,000 and $3,000, respectively, were billed by the registrant's accountant for services rendered to the registrant. No non-audit fees were billed during either of the last two fiscal years by the registrant's accountant for services rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant. (h) The principal accountant has not provided any non-audit services to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant. 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: Attached hereto (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.CODE ETH Code of Ethics 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 February 3, 2009 --------------------------- 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 February 3, 2009 --------------------------- By (Signature and Title)* /s/ Mark J. Seger -------------------------------------------------- Mark J. Seger, Treasurer Date February 3, 2009 --------------------------- * Print the name and title of each signing officer under his or her signature. EX-99.CODE ETH 2 ex99codeeth.txt CODE OF ETHICS CHURCH CAPITAL INVESTMENT TRUST CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS I. COVERED OFFICERS/PURPOSE OF THE CODE The code of ethics (this "Code") for Church Capital Investment Trust (the "Company") applies to the Company's Principal Executive Officer(s), Principal Financial Officer(s) and Principal Accounting Officer(s) (the "Covered Officers" each of whom are set forth in Exhibit A) for the purpose of promoting: o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; o full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Company; o compliance with applicable laws and governmental rules and regulations; o the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and o accountability for adherence to the Code. Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF INTEREST OVERVIEW. A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his service to, the Company. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Company. Certain conflicts of interest arise out of the relationships between Covered Officers and the Company and already are subject to conflict of interest provisions in the Investment Company Act of 1940 ("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Company because of their status as "affiliated persons" of the Company. The Company's and the investment adviser's compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code. Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Company and the investment adviser/administrator of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Company or for the adviser/administrator, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser/administrator and the Company. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Company and the adviser/administrator and is consistent with the performance by the Covered Officers of their duties as officers of the Company. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Company's Board of Trustees ("Board") that the Covered Officers may also be officers or employees of one or more investment companies covered by other codes. Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company. Each Covered Officer must: o not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Company whereby the Covered Officer would benefit personally to the detriment of the Company; o not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Company; o not use material non-public knowledge of portfolio transactions made or contemplated for the Company to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; o report at least annually any affiliations or other relationships related to conflicts of interest that the Company's Trustees and Officers Questionnaire covers. There are some conflict of interest situations that should always be discussed with Counsel for the Company if material. Examples of these include: o service as a director on the board of any public company; o the receipt of any non-nominal gifts; -2- o the receipt of any entertainment from any company with which the Company has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any questions of impropriety; o any ownership interest in, or any consulting or employment relationship with, any of the Company's service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof; o a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer's employment, such as compensation or equity ownership. III. DISCLOSURE AND COMPLIANCE o each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Company; o each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company's directors and auditors, and to governmental regulators and self-regulatory organizations; o each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Company and the adviser/administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Company files with, or submits to, the SEC and in other public communications made by the Company; and o it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. IV. REPORTING AND ACCOUNTABILITY Each Covered Officer must: o upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read, and understands the Code; o annually thereafter affirm to the Board that he has complied with the requirements of the Code; o not retaliate against any other Covered Officer or any employee of the Company or their affiliated persons for reports of potential violations that are made in good faith; and -3- o notify Counsel for the Company promptly if he knows of any violation of this Code. Failure to do so is itself a violation of this Code. Counsel for the Company is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. However, any approvals or waivers sought by a Covered Officer will be considered by the Audit Committee (the "Committee"). The Company will follow these procedures in investigating and enforcing this Code: o Counsel for the Company will take all appropriate action to investigate any potential violations reported to him; o if, after such investigation, Counsel believes that no violation has occurred, Counsel is not required to take any further action; o any matter that Counsel believes is a violation will be reported to the Committee; o if the Committee concurs that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser/administrator or its board; or a recommendation to dismiss the Covered Officer; o the Board will be responsible for granting waivers, as appropriate; and o any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules. V. OTHER POLICIES AND PROCEDURES This Code shall be the sole code of ethics adopted by the Company for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Company, the Company's adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Company's and its investment adviser's and principal underwriter's codes of ethics under Rule 17j-1 under the Investment Company Act are separate requirements applying to the Covered Officers and others, and are not part of this Code. -4- VI. AMENDMENTS Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent trustees. VII. CONFIDENTIALITY All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Board and Counsel for the Company. VIII. INTERNAL USE The Code is intended solely for the internal use by the Company and does not constitute an admission, by or on behalf of the Company, as to any fact, circumstance, or legal conclusion. Date: December 8, 2005 -5- EXHIBIT A Persons Covered by this Code of Ethics -------------------------------------- Gregory Church Mark J. Seger EX-99.CERT 3 ex99cert.txt CERTIFICATIONS REQUIRED BY RULE 30A-2(A) EX-99.CERT CERTIFICATIONS -------------- I, Gregory A. Church, certify that: 1. I have reviewed this report on Form N-CSR of Church Capital Investment Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 3, 2009 /s/ Gregory A. Church -------------------------------------------- Gregory A. Church, President CERTIFICATIONS -------------- I, Mark J. Seger, certify that: 1. I have reviewed this report on Form N-CSR of Church Capital Investment Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 3, 2009 /s/ Mark J. Seger -------------------------------------------- Mark J. Seger, Treasurer EX-99.906 CERT 4 ex99906cert.txt CERTIFICATIONS REQUIRED BY RULE 30A-2(B) EX-99.906CERT CERTIFICATIONS Gregory A. Church, Chief Executive Officer, and Mark J. Seger, Chief Financial Officer, of Church Capital Investment Trust (the "Registrant"), each certify to the best of his knowledge that: 1. The Registrant's periodic report on Form N-CSR for the period ended November 30, 2008 (the "Form N-CSR") fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER Church Capital Investment Trust Church Capital Investment Trust /s/ Gregory A. Church /s/ Mark J. Seger - ----------------------------------- ------------------------------------ Gregory A. Church, President Mark J. Seger, Treasurer Date: February 3, 2009 Date: February 3, 2009 A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, OR OTHER DOCUMENT AUTHENTICATING, ACKNOWLEDGING OR OTHERWISE ADOPTING THE SIGNATURE THAT APPEARS IN TYPED FORM WITHIN THE ELECTRONIC VERSION OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, HAS BEEN PROVIDED TO CHURCH CAPITAL INVESTMENT TRUST AND WILL BE RETAINED BY CHURCH CAPITAL INVESTMENT TRUST AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST. This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. -----END PRIVACY-ENHANCED MESSAGE-----