-----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, IziXT6619x1Yb7+FUtMflFIl5gRPcfmkg9YG93oWvuE0x4UfXw9y1oh6PuCeFVgk aiMSCuws2tejctQPDB09mA== 0000950123-09-054770.txt : 20091029 0000950123-09-054770.hdr.sgml : 20091029 20091029142825 ACCESSION NUMBER: 0000950123-09-054770 CONFORMED SUBMISSION TYPE: N-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090831 FILED AS OF DATE: 20091029 DATE AS OF CHANGE: 20091029 EFFECTIVENESS DATE: 20091029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC WHITEHALL FUNDS TRUST CENTRAL INDEX KEY: 0000929189 IRS NUMBER: 133788123 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: N-Q SEC ACT: 1940 Act SEC FILE NUMBER: 811-08738 FILM NUMBER: 091144170 BUSINESS ADDRESS: STREET 1: 50 ROCKEFELLER PLAZA STREET 2: 50 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2128083942 MAIL ADDRESS: STREET 1: 50 ROCKEFELLER PLAZA STREET 2: 50 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: WHITEHALL FUNDS TRUST DATE OF NAME CHANGE: 20000907 FORMER COMPANY: FORMER CONFORMED NAME: IBJ FUNDS TRUST DATE OF NAME CHANGE: 19940830 0000929189 S000001139 ATLANTIC WHITEHALL GROWTH FUND C000003054 INSTITUTIONAL CLASS AWGFX C000003055 DISTRIBUTOR CLASS WHGFX 0000929189 S000001140 ATLANTIC WHITEHALL MID-CAP GROWTH FUND C000003056 INSTITUTIONAL CLASS AWMCX 0000929189 S000001143 ATLANTIC WHITEHALL EQUITY INCOME FUND C000003059 INSTITUTIONAL CLASS N-Q 1 nq.txt WHITEHALL NQ 0809 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-08738 ATLANTIC WHITEHALL FUNDS TRUST (Exact name of registrant as specified in charter) 50 Rockefeller Plaza, 15th Floor NEW YORK, NY 10020 (Address of principal executive offices) (Zip code) Gabrielle Bailey Atlantic Trust Private Wealth Management 50 Rockefeller Plaza, 15th Floor NEW YORK, NY 10020 (Name and address of agent for service) Registrant's telephone number, including area code: (212) 655-7022 Date of fiscal year end: NOVEMBER 30 Date of reporting period: AUGUST 31, 2009 Form N-Q is to be used by management investment companies, other than small business investment companies registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q 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 the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1. SCHEDULE OF INVESTMENTS. The Schedule(s) of Investments is attached herewith. ATLANTIC WHITEHALL FUNDS TRUST GROWTH FUND PORTFOLIO OF INVESTMENTS -- AUGUST 31, 2009 (UNAUDITED)
SHARES VALUE - --------- ------------ COMMON STOCKS - 99.60% CAPITAL GOODS - 12.46% 14,145 Emerson Electric Co. $ 521,526 21,451 Lockheed Martin Corp. 1,608,396 15,541 Rockwell Collins, Inc. 715,508 20,071 United Technologies Corp. 1,191,415 ------------ 4,036,845 ------------ CONSUMER SERVICES - 3.36% 5,192 Apollo Group, Inc., Class A * 336,545 13,349 McDonald's Corp. 750,748 ------------ 1,087,293 ------------ DIVERSIFIED FINANCIALS - 6.38% 28,438 Charles Schwab Corp. (The) 513,590 4,644 Goldman Sachs Group, Inc. (The) 768,396 18,019 JPMorgan Chase & Co. 783,106 ------------ 2,065,092 ------------ ENERGY - 5.68% 14,825 Occidental Petroleum Corp. 1,083,708 13,434 Schlumberger, Ltd. 754,991 ------------ 1,838,699 ------------ FOOD & STAPLES RETAILING - 3.80% 24,228 Wal-Mart Stores, Inc. 1,232,478 ------------ HEALTH CARE EQUIPMENT & SERVICES - 4.61% 15,696 Stryker Corp. 650,756 13,484 UnitedHealth Group, Inc. 377,552 8,824 WellPoint, Inc. * 466,348 ------------ 1,494,656 ------------ MATERIALS - 1.62% 8,429 BHP Billiton, Ltd., SP ADR 525,127 ------------ PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCE - 9.85% 23,733 Abbott Laboratories 1,073,443 6,941 Johnson & Johnson 419,514 12,945 Novartis AG, ADR 601,554 38,896 Schering-Plough Corp. 1,096,089 ------------ 3,190,600 ------------ RETAILING - 10.77% 4,508 AutoZone, Inc. * 663,803 14,927 Best Buy Co., Inc. 541,551 25,809 Home Depot, Inc. (The) 704,328 11,925 J. C. Penney Co., Inc. 358,227 7,379 Kohl's Corp. * 380,683 28,838 Limited Brands, Inc. 430,263 8,810 Ross Stores, Inc. 410,898 ------------ 3,489,753 ------------ SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 2.58% 29,412 Marvell Technology Group, Ltd. * 448,533 36,287 Taiwan Semiconductor Manufacturing Co., Ltd., SP ADR 388,271 ------------ 836,804 ------------ SOFTWARE & SERVICES - 17.29% 7,242 BMC Software, Inc. * 258,177 15,797 Cognizant Technology Solutions Corp., Class A * 550,999 2,266 Google, Inc., Class A * 1,046,144
SHARES VALUE - --------- ------------ SOFTWARE & SERVICES - (CONTINUED) 65,064 Microsoft Corp. $ 1,603,828 9,732 NetEase.com, Inc., ADR * 408,647 79,252 Oracle Corp. 1,733,241 ------------ 5,601,036 ------------ TECHNOLOGY HARDWARE & EQUIPMENT - 21.20% 13,949 Apple, Inc. * 2,346,361 76,148 Cisco Systems, Inc. * 1,644,797 34,283 Hewlett-Packard Co. 1,538,964 6,890 International Business Machines Corp. 813,365 15,264 Western Digital Corp. * 523,250 ------------ 6,866,737 ------------ TOTAL COMMON STOCKS (Cost $31,404,433) 32,265,120 ------------ INVESTMENT COMPANY - 0.70% 226,963 SSgA Prime Money Market Fund 226,963 ------------ TOTAL INVESTMENT COMPANY (Cost $226,963) 226,963 ------------ TOTAL INVESTMENTS - 100.30% (Cost $31,631,396) ** 32,492,083 ------------ LIABILITIES IN EXCESS OF OTHER ASSETS - (0.30)% (98,537) ------------ NET ASSETS - 100.00% $ 32,393,546 ============
- ---------- * Non-income producing security ** Aggregate cost for Federal income tax purposes is $31,631,396. Gross unrealized appreciation $ 3,351,883 Gross unrealized depreciation (2,491,196) ----------- Net unrealized appreciation $ 860,687 ===========
ADR American Depositary Receipt SP ADR Sponsored American Depositary Receipt Summary of inputs used to value the Fund's net assets as of August 31, 2009 is as follows (See Note 1):
INVESTMENTS IN VALUATION INPUTS SECURITIES * - ---------------- -------------- Level 1 - Quoted Prices $32,492,083 Level 2 - Other Significant Observable Inputs -- Level 3 - Significant Unobservable Inputs -- ----------- TOTAL $32,492,083 ===========
* See Portfolio of Investments detail for industry and security type breakout. SEE ACCOMPANYING NOTES TO PORTFOLIO OF INVESTMENTS. 1 ATLANTIC WHITEHALL FUNDS TRUST MID-CAP GROWTH FUND PORTFOLIO OF INVESTMENTS -- AUGUST 31, 2009 (UNAUDITED)
SHARES VALUE - --------- ------------ COMMON STOCKS - 101.23% CAPITAL GOODS - 8.16% 14,373 AMETEK, Inc. $ 452,462 12,128 Fluor Corp. 641,571 15,650 General Cable Corp. * 552,132 9,463 Grainger (W.W.), Inc. 827,729 10,280 Joy Global, Inc. 399,378 7,182 Precision Castparts Corp. 655,573 12,400 Roper Industries, Inc. 587,512 5,166 URS Corp. * 223,326 ------------ 4,339,683 ------------ COMMERCIAL SERVICES & SUPPLIES - 1.68% 18,009 Stericycle, Inc. * 891,806 ------------ CONSUMER DURABLES & APPAREL - 0.86% 9,147 Mohawk Industries, Inc. * 458,448 ------------ CONSUMER SERVICES - 3.57% 5,328 Apollo Group, Inc., Class A * 345,361 14,984 Darden Restaurants, Inc. 493,423 25,472 Marriott International, Inc., Class A 608,774 16,383 Weight Watchers International, Inc. 449,386 ------------ 1,896,944 ------------ DIVERSIFIED FINANCIALS - 6.18% 6,064 IntercontinentalExchange, Inc. * 568,803 18,302 Lazard Ltd., Class A 711,399 10,289 MSCI, Inc., Class A * 302,702 23,867 NASDAQ OMX Group, Inc. (The) * 523,881 14,565 Northern Trust Corp. 851,470 7,238 T. Rowe Price Group, Inc. 328,026 ------------ 3,286,281 ------------ ENERGY - 5.65% 16,015 Peabody Energy Corp. 523,370 25,135 Range Resources Corp. 1,215,780 16,852 Southwestern Energy Co. * 621,165 32,297 Weatherford International, Ltd. * 644,325 ------------ 3,004,640 ------------ FOOD, BEVERAGE & TOBACCO - 2.93% 5,685 Brown-Forman Corp., Class B 254,233 12,535 H.J. Heinz Co. 482,598 25,129 Hansen Natural Corp. * 820,713 ------------ 1,557,544 ------------ HEALTH CARE EQUIPMENT & SERVICES - 15.80% 14,553 Aetna, Inc. 414,760 6,319 DaVita, Inc. * 326,755 21,914 Express Scripts, Inc. * 1,582,629 11,772 Humana, Inc. * 420,260 4,401 Intuitive Surgical, Inc. * 980,147 15,341 Laboratory Corp. of America Holdings * 1,070,648 18,462 Lincare Holdings, Inc. * 487,212 12,220 McKesson Corp. 694,829 28,164 Psychiatric Solutions, Inc. * 754,514 10,511 Quest Diagnostic, Inc. 567,174 28,614 St. Jude Medical, Inc. * 1,102,784 ------------ 8,401,712 ------------ HOUSEHOLD & PERSONAL PRODUCTS - 1.71% 9,506 Chattem, Inc. * 582,147
SHARES VALUE - --------- ------------ HOUSEHOLD & PERSONAL PRODUCTS - (CONTINUED) 5,739 Church & Dwight Co., Inc. $ 327,869 ------------ 910,016 ------------ INSURANCE - 1.73% 15,687 Aflac, Inc. 637,206 11,126 W. R. Berkley Corp. 284,269 ------------ 921,475 ------------ MATERIALS - 2.59% 8,295 Airgas, Inc. 385,718 37,626 Nalco Holding Co. 673,505 15,597 Rockwood Holdings, Inc. * 317,711 ------------ 1,376,934 ------------ MEDIA - 2.75% 22,046 Liberty Global, Inc., Class A * 482,587 35,198 Liberty Media Corp. - Entertainment, Series A * 981,672 ------------ 1,464,259 ------------ PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCE - 3.13% 13,030 Cephalon, Inc. * 741,798 18,559 Shire PLC, ADR 919,784 ------------ 1,661,582 ------------ REAL ESTATE - 0.70% 7,916 Jones Lang LaSalle, Inc. 371,102 ------------ RETAILING - 12.77% 13,684 Advance Auto Parts, Inc. 578,833 6,824 AutoZone, Inc. * 1,004,834 18,430 Bed Bath & Beyond, Inc. * 672,326 29,978 Dick's Sporting Goods, Inc. * 671,807 12,612 Dollar Tree, Inc. * 629,843 16,138 GameStop Corp., Class A * 384,084 24,728 PetSmart, Inc. 517,062 5,346 Priceline.com, Inc. * 823,177 41,883 TJX Cos., Inc. (The) 1,505,694 ------------ 6,787,660 ------------ SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 5.63% 37,981 Altera Corp. 729,615 16,685 Linear Technology Corp. 443,320 36,004 MEMC Electronic Materials, Inc. * 574,264 47,023 Microchip Technology, Inc. 1,248,461 ------------ 2,995,660 ------------ SOFTWARE & SERVICES - 16.76% 19,643 Alliance Data Systems Corp. * 1,091,365 21,950 ANSYS, Inc. * 771,323 15,007 Check Point Software Technologies, Ltd. * 418,245 35,950 Cognizant Technology Solutions Corp., Class A * 1,253,936 6,537 Equinix, Inc. * 550,808 35,451 Fidelity National Information Services, Inc. 870,677 28,647 Fiserv, Inc. * 1,382,218 15,042 Global Payments, Inc. 638,382 9,763 Lender Processing Services, Inc. 334,676 17,133 McAfee, Inc. * 681,551 9,081 Sybase, Inc. * 316,473 33,445 Western Union Co. 603,348 ------------ 8,913,002 ------------
SEE ACCOMPANYING NOTES TO PORTFOLIO OF INVESTMENTS. 2 ATLANTIC WHITEHALL FUNDS TRUST MID-CAP GROWTH FUND PORTFOLIO OF INVESTMENTS (CONTINUED) -- AUGUST 31, 2009 (UNAUDITED)
SHARES VALUE - --------- ------------ TECHNOLOGY HARDWARE & EQUIPMENT - 2.35% 32,670 Juniper Networks, Inc. * $ 753,697 12,240 STEC, Inc. * 496,087 ------------ 1,249,784 ------------ TELECOMMUNICATION SERVICES - 1.22% 13,930 American Tower Corp., Class A * 440,885 25,902 MetroPCS Communications, Inc. * 206,180 ------------ 647,065 ------------ TRANSPORTATION - 3.96% 18,108 C. H. Robinson Worldwide, Inc. 1,018,756 13,120 CSX Corp. 557,600 15,097 Landstar System, Inc. 526,432 ------------ 2,102,788 ------------ UTILITIES - 1.10% 17,277 Questar Corp. 583,272 ------------ TOTAL COMMON STOCKS (Cost $45,400,895) 53,821,657 ------------ TOTAL INVESTMENTS - 101.23% (Cost $45,400,895) ** 53,821,657 ------------ LIABILITIES IN EXCESS OF OTHER ASSETS - (1.23)% (651,687) ------------ NET ASSETS - 100.00% $ 53,169,970 ============
- ---------- * Non-income producing security. ** Aggregate cost for Federal income tax purposes is $45,400,895. Gross unrealized appreciation $ 9,953,870 Gross unrealized depreciation (1,533,108) ----------- Net unrealized appreciation $ 8,420,762 ===========
ADR American Depositary Receipt PLC Public Limited Company Summary of inputs used to value the Fund's net assets as of August 31, 2009 is as follows (See Note 1):
INVESTMENTS IN VALUATION INPUTS SECURITIES * - ---------------- -------------- Level 1 - Quoted Prices $53,821,657 Level 2 - Other Significant Observable Inputs -- Level 3 - Significant Unobservable Inputs -- ----------- TOTAL $53,821,657 ===========
* See Portfolio of Investments detail for industry breakout. SEE ACCOMPANYING NOTES TO PORTFOLIO OF INVESTMENTS. 3 ATLANTIC WHITEHALL FUNDS TRUST EQUITY INCOME FUND PORTFOLIO OF INVESTMENTS -- AUGUST 31, 2009 (UNAUDITED)
SHARES VALUE - --------- ------------ COMMON STOCKS - 96.14% BANKS - 1.39% 83,840 Wells Fargo & Co. $ 2,307,277 ------------ CAPITAL GOODS - 6.95% 23,895 Danaher Corp. 1,450,665 37,781 General Dynamics Corp. 2,236,257 328,541 General Electric Co. 4,566,720 55,731 United Technologies Corp. 3,308,192 ------------ 11,561,834 ------------ CONSUMER DURABLES & APPAREL - 3.08% 34,803 Nike, Inc., Class B 1,927,738 45,831 VF Corp. 3,188,004 ------------ 5,115,742 ------------ CONSUMER SERVICES - 1.00% 50,690 Darden Restaurants, Inc. 1,669,222 ------------ DIVERSIFIED FINANCIALS - 8.90% 184,912 Bank of America Corp. 3,252,602 124,009 Bank of New York Mellon Corp. 3,671,907 6,551 CME Group, Inc. 1,906,603 84,514 JPMorgan Chase & Co. 3,672,978 77,600 MSCI, Inc., Class A * 2,282,992 ------------ 14,787,082 ------------ ENERGY - 4.85% 39,573 Devon Energy Corp. 2,428,991 42,470 Peabody Energy Corp. 1,387,920 117,089 Williams Cos., Inc. (The) 1,924,943 59,993 XTO Energy, Inc. 2,315,730 ------------ 8,057,584 ------------ FOOD & STAPLES RETAILING - 6.03% 169,325 CVS Caremark Corp. 6,353,074 108,490 Walgreen Co. 3,675,641 ------------ 10,028,715 ------------ FOOD, BEVERAGE & TOBACCO - 5.34% 106,335 H.J. Heinz Co. 4,093,898 84,340 PepsiCo, Inc. 4,779,548 ------------ 8,873,446 ------------ HEALTH CARE EQUIPMENT & SERVICES - 7.27% 106,405 Aetna, Inc. 3,032,542 49,447 Express Scripts, Inc. * 3,571,062 27,467 Laboratory Corp. of America Holdings * 1,916,922 52,270 Stryker Corp. 2,167,114 49,660 UnitedHealth Group, Inc. 1,390,480 ------------ 12,078,120 ------------ HOUSEHOLD & PERSONAL PRODUCTS - 2.38% 73,185 Procter & Gamble Co. (The) 3,960,040 ------------ MATERIALS - 4.09% 168,601 Nalco Holding Co. 3,017,958 49,300 Praxair, Inc. 3,777,366 ------------ 6,795,324 ------------
SHARES VALUE - --------- ------------ MEDIA - 4.04% 91,711 Comcast Corp., Class A $ 1,405,013 52,989 Liberty Global, Inc., Class A * 1,159,929 123,355 McGraw-Hill Cos., Inc. (The) 4,145,962 ------------ 6,710,904 ------------ PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCE - 6.69% 42,711 Abbott Laboratories 1,931,818 243,540 Pfizer, Inc. 4,067,118 102,330 Schering-Plough Corp. 2,883,659 46,775 Wyeth 2,238,184 ------------ 11,120,779 ------------ REAL ESTATE - 1.03% 43,538 Ventas, Inc., REIT 1,707,125 ------------ RETAILING - 3.87% 38,252 Advance Auto Parts, Inc. 1,618,060 75,472 Lowe's Cos., Inc. 1,622,648 67,865 Target Corp. 3,189,655 ------------ 6,430,363 ------------ SOFTWARE & SERVICES - 12.15% 58,562 Accenture, PLC, Class A 1,932,546 107,875 Automatic Data Processing, Inc. 4,137,006 59,382 Fiserv, Inc. * 2,865,182 59,195 Metavante Technologies, Inc. * 1,865,234 64,420 Microsoft Corp. 1,587,953 185,104 Oracle Corp. 4,048,224 208,635 Western Union Co. 3,763,775 ------------ 20,199,920 ------------ TECHNOLOGY HARDWARE & EQUIPMENT - 5.45% 165,045 Cisco Systems, Inc. * 3,564,972 81,376 Hewlett-Packard Co. 3,652,969 15,623 International Business Machines Corp. 1,844,295 ------------ 9,062,236 ------------ TELECOMMUNICATION SERVICES - 2.92% 103,974 AT&T Inc. 2,708,523 69,167 Verizon Communications, Inc. 2,146,944 ------------ 4,855,467 ------------ TRANSPORTATION - 1.02% 37,096 Norfolk Southern Corp. 1,701,594 ------------ UTILITIES - 7.69% 69,333 Equitable Resources, Inc. 2,750,440 67,653 Exelon Corp. 3,384,003 52,120 FPL Group, Inc. 2,928,102 46,545 ONEOK, Inc. 1,576,945 63,695 Questar Corp. 2,150,343 ------------ 12,789,833 ------------ TOTAL COMMON STOCKS (Cost $151,523,229) 159,812,607 ------------
SEE ACCOMPANYING NOTES TO PORTFOLIO OF INVESTMENTS. 4 ATLANTIC WHITEHALL FUNDS TRUST EQUITY INCOME FUND PORTFOLIO OF INVESTMENTS (CONTINUED) -- AUGUST 31, 2009 (UNAUDITED)
SHARES VALUE - --------- ------------ INVESTMENT COMPANY - 3.23% 5,372,578 SSgA Prime Money Market Fund $ 5,372,578 ------------ TOTAL INVESTMENT COMPANY (Cost $5,372,578) 5,372,578 ------------ TOTAL INVESTMENTS - 99.37% (Cost $156,895,807) ** 165,185,185 ------------ OTHER ASSETS NET OF LIABILITIES - 0.63% 1,050,824 ------------ NET ASSETS - 100.00% $166,236,009 ============
- ---------- * Non-income producing security. ** Aggregate cost for Federal income tax purposes is $156,895,807. Gross unrealized appreciation $ 18,946,625 Gross unrealized depreciation (10,657,247) ------------ Net unrealized appreciation $ 8,289,378 ============
PLC Public Limited Company REIT Real Estate Investment Trust Summary of inputs used to value the Fund's net assets as of August 31, 2009 is as follows (See Note 1):
INVESTMENTS IN VALUATION INPUTS SECURITIES * - ---------------- -------------- Level 1 - Quoted Prices $165,185,185 Level 2 - Other Significant Observable Inputs -- Level 3 - Significant Unobservable Inputs -- ------------ TOTAL $165,185,185 ============
* See Portfolio of Investments Details for industry and security type breakout. SEE ACCOMPANYING NOTES TO PORTFOLIO OF INVESTMENTS. 5 ATLANTIC WHITEHALL FUNDS TRUST NOTES TO PORTFOLIO OF INVESTMENTS (UNAUDITED) AUGUST 31, 2009 NOTE (1) PORTFOLIO VALUATIONS: Securities are valued using market quotations. Securities listed on an exchange are valued on the basis of the last sale price or NASDAQ official closing price ("NOCP"), when appropriate. If the last sale price or NOCP is not reported, the current bid price is used. Securities for which market quotations are not readily available are valued at fair value as determined in good faith under procedures established by or under the general supervision of the Board of Trustees. A Fund will use fair value pricing methods to determine the value of certain investments if it is determined that the closing price or the latest quoted bid price of a security, including securities that trade primarily on a foreign exchange, does not accurately reflect its current value such that a market quotation is not "readily available." The closing price or the latest quoted bid price of a security may not reflect its current value if, among other things, a significant event that materially affects the value of the security occurs after the closing price or the latest bid price is obtained from an exchange that closes before a Fund calculates its net asset value. The Funds use various criteria, including a systematic evaluation of U.S. market moves after the close of foreign markets, in deciding whether a market quotation is readily available and, if not, what fair value to assign to the security. To determine the appropriate valuation method, the following factors that may be considered include the following: (a) the fundamental analytical data relating to the investment; (b) the nature and duration of restrictions on disposition of the securities; (c) the evaluation of the forces which influence the market in which the securities are purchased; and (d) any other relevant factors. With respect to fair value of securities traded on foreign markets, the following factors may also be relevant: (a) value of foreign securities traded on foreign markets; (b) American Depository Receipts ("ADR") trading; (c) closed-end fund trading; (d) foreign currency exchange activity; and (e) trading of financial products that are tied to baskets of foreign securities. In light of the judgment involved in fair valuation decisions, there can be no assurance that a fair value assigned to a particular security is what ultimately might be realized in a disposition of the security. Investments in money market funds are valued at their net asset value as reported by the underlying fund. Bonds and other fixed income securities may be valued on the basis of prices provided by a pricing service approved by the Board of Trustees. All assets and liabilities initially expressed in foreign currencies will be converted into U.S. dollars. To the extent a Fund has portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares, the net asset value of the Fund's shares may change on days when shareholders will not be able to purchase or redeem the Fund's shares. Portfolio securities which are primarily traded on foreign exchanges may be valued with the assistance of a pricing service and are generally valued at the preceding closing values of such securities on their respective exchanges. However, when an event occurs after a foreign security is valued that is likely to change that security's value, the fair value of that security will be determined by consideration of other factors by or under the direction of the Board of Trustees. Over-the-counter securities are valued on the basis of the bid price at the close of business on each business day. In September 2006, the Statement of Financial Accounting Standards Board No. 157, Fair Value Measurements ("FAS 157"), which is effective for financial statements issued for fiscal years beginning after November 15, 2007. This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. FAS 157 requires companies to provide expanded information about the assets and liabilities measured at fair value and the potential effect of these fair valuations on an entity's financial performance. The Funds have adopted FAS 157 as of December 1, 2007. This standard prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three level hierarchy based on the transparency of inputs. The three levels of the fair value hierarchy under FAS 157 are described below: - - Level 1 - quoted prices in active markets for identical securities - - Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) - - Level 3 - significant unobservable inputs (including a Fund's own assumptions in determining the fair value of investments) In April 2009, FASB issued FASB Staff Position No. 157-4, Determining Fair Value when the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, ("FSP 157-4"). FSP 157-4 is effective for fiscal years and interim periods ending after June 15, 2009. FSP 157-4 provides additional guidance for estimating fair value in accordance with FAS 157, when the volume and level of activity for the asset or liability have significantly decreased. FSP 157-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP 157-4 requires 6 ATLANTIC WHITEHALL FUNDS TRUST NOTES TO PORTFOLIO OF INVESTMENTS (UNAUDITED) (CONTINUED) AUGUST 31, 2009 entities to describe the inputs and valuation techniques used to measure fair value and changes in those techniques and related inputs during the period. FSP 157-4 expands the three-level hierarchy disclosure and the level three-roll forward disclosure for each major security type as described in paragraph 19 of FAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. A summary of the inputs used to value the Funds' net assets as of August 31, 2009 is included with each Fund's Portfolio of Investments. The categorization is based on the lowest level input that is significant to the fair value measurements of the investments. NOTE (2) For more information with regards to significant accounting policies, see the most recent annual report filed with the Securities and Exchange Commission. 7 ITEM 2. CONTROLS AND PROCEDURES. (a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 3. EXHIBITS. Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. 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) ATLANTIC WHITEHALL FUNDS TRUST By (Signature and Title)* /S/ JEFFREY S. THOMAS ------------------------------------------------------- Jeffrey S. Thomas, Chief Executive Officer (principal executive officer) Date OCTOBER 28, 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/ JEFFREY S. THOMAS ------------------------------------------------------- Jeffrey S. Thomas, Chief Executive Officer (principal executive officer) Date OCTOBER 28, 2009 ---------------------------------------------------------------------------- By (Signature and Title)* /S/ KENNETH KOZANDA ------------------------------------------------------- Kenneth Kozanda, Chief Financial Officer (principal financial officer) Date OCTOBER 28, 2009 ---------------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature. EX-99.CERT 2 n302.txt 32 CERT CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT I, Jeffrey S. Thomas, certify that: 1. I have reviewed this report on Form N-Q of Atlantic Whitehall Funds 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 schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed; 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 registrant's most recent fiscal quarter 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: OCTOBER 28, 2009 /S/ JEFFREY S. THOMAS ---------------------- ------------------------------------------ Jeffrey S. Thomas, Chief Executive Officer (principal executive officer) CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT I, Kenneth Kozanda, certify that: 1. I have reviewed this report on Form N-Q of Atlantic Whitehall Funds 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 schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed; 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 registrant's most recent fiscal quarter 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: OCTOBER 28, 2009 /S/ KENNETH KOZANDA ---------------------- ---------------------------------------- Kenneth Kozanda, Chief Financial Officer (principal financial officer) -----END PRIVACY-ENHANCED MESSAGE-----