0001104659-12-063822.txt : 20120917 0001104659-12-063822.hdr.sgml : 20120917 20120917172229 ACCESSION NUMBER: 0001104659-12-063822 CONFORMED SUBMISSION TYPE: NT-NCSR/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120630 FILED AS OF DATE: 20120917 DATE AS OF CHANGE: 20120917 EFFECTIVENESS DATE: 20120917 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW COVENANT FUNDS CENTRAL INDEX KEY: 0001070222 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: NT-NCSR/A SEC ACT: 1940 Act SEC FILE NUMBER: 811-09025 FILM NUMBER: 121095669 BUSINESS ADDRESS: STREET 1: 200 EAST 12TH ST CITY: JEFFERSONVILLE STATE: IN ZIP: 47130 BUSINESS PHONE: 5025695984 MAIL ADDRESS: STREET 1: 200 EAST 12TH ST CITY: JEFFERSONVILLE STATE: IN ZIP: 47130 0001070222 S000005023 New Covenant Balanced Growth Fund C000013702 New Covenant Balanced Growth Fund NCBGX 0001070222 S000024940 New Covenant Balanced Income Fund C000074153 New Covenant Balanced Income Fund NCBIX 0001070222 S000024941 New Covenant Growth Fund C000074154 New Covenant Growth Fund NCGFX 0001070222 S000024942 New Covenant Income Fund C000074155 New Covenant Income Fund NCICX NT-NCSR/A 1 a12-21438_1ntncsra.htm NT-NCSR/A

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

 

 

 

SEC FILE NUMBER
811-09025

 

 

 

(Check one):

 

o Form 10-K

o Form 20-F

o Form 11-K

o Form 10-Q

o Form 10-D

 

 

o Form N-SAR

x Form N-CSR

 

 

 

 

 

 

 

 

 

 

 

 

For Period Ended:

06/30/12

 

 

o Transition Report on Form 10-K

 

 

 

 

o Transition Report on Form 20-F

 

 

 

 

o Transition Report on Form 11-K

 

 

 

 

o Transition Report on Form 10-Q

 

 

 

 

o Transition Report on Form N-SAR

 

 

 

 

For the Transition Period Ended:

 

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:


 

This filing amends the registrant's filing on Form NT-NCSR made on September 10, 2012.  The purpose of this amendment is to update the narrative response provided in Part III of the filing.

 

PART I — REGISTRANT INFORMATION

 

New Covenant Funds

Full Name of Registrant

 

N/A

Former Name if Applicable

 

One Freedom Valley Drive

Address of Principal Executive Office (Street and Number)

 

Oaks, PA 19456

City, State and Zip Code

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

 

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

x

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

The registrant is unable to file its Form N-CSR for the year ended June 30, 2012 within the prescribed time period because our auditors, KPMG LLP (KPMG), identified an independence matter regarding KPMG’s independence in connection with its audit of the financial statements of the New Covenant Funds (the Trust) for the year ended June 30, 2012. The independence matter identified by KPMG related to a service prohibited under SEC independence rules that was performed by KPMG Taiwan (a member firm of KPMG International) for the New Covenant Growth Fund (the Fund), one of the Funds comprising the Trust. In August 2010, prior to the current investment advisor of the registrant being named as investment advisor to the Fund in February 2012, and prior to KPMG being appointed as auditors of the Trust, KPMG Taiwan was engaged by the prior fund accounting agent of the Fund to perform tax agent services. The engagement calls for KPMG Taiwan to serve as guarantor for payments of taxes to the Taiwan tax authority in the event the Fund did not remit payment. The Trust has engaged another third party firm to serve as the succeeding tax agent/guarantor of the Fund retroactively to April 1, 2011 and as of September 3, 2012, KPMG Taiwan is no longer the named tax agent/guarantor of the Fund.  KPMG has evaluated whether the circumstances permit it to issue a report on the registrant’s financial statements for the year ended June 30, 2012 and has concluded that the prohibited tax agent/guarantor service provided to the Fund did not impact KPMG’s application of objective and impartial judgment on all matters encompassed within the audit engagement performed by KPMG for the Trust. In addition, KPMG has concluded that a reasonable investor with knowledge of all relevant facts and circumstances would reach the same conclusion. The chairman of the audit committee for the Trust, on behalf of the other members of the audit committee, has considered the information provided by KPMG regarding this matter and concurs with KPMG’s conclusions stated above.  Accordingly, KPMG will be issuing its report as soon as practicable, and the Trust will file its Form N-CSR promptly thereafter.  See exhibit attached hereto.

 

SEC 1344 (04-09)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 



 

PART IV — OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

 

Peter A. Rodriguez

 

610

 

676-3309

 

(Name)

 

(Area Code)

 

(Telephone Number)

 

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

 

 

 

 

 

 

 

o Yes    x No

 

The Registrant’s Form N-SAR for the period ended June 30, 2012 has not yet been filed. On August 30, 2012, the Registrant filed a notification of late filing on Form 12b-25 with respect to its Form N-SAR.

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

 

 

 

 

 

 

o Yes    x No

 

 

 

 

 

 

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

New Covenant Funds


(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date

September 17, 2012

 

By

/s/ Peter A. Rodriguez

 

 

 

 

Peter A. Rodriguez

 

 

 

 

Controller & Chief Financial Officer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 


EX-99.1-KPMG STMT 2 a12-21438_1ex99d1kpmgstmt.htm EX 1-KPMG STATEMENT

Exhibit 1-KPMG Statement

 

September 17, 2012

 

New Covenant Funds

c/o SEI Investments Management Corp.

One Freedom Valley Drive

Oaks, PA 19456

 

Ladies and Gentlemen:

 

Pursuant to Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934, we inform you that we have been furnished a copy of the New Covenant Funds’ (the Funds) NT-N-CSR/A filing on Form 12b-25 to be filed on or about September 17, 2012, which revises the Funds’ previous NT-N-CSR filing notifying the SEC of the Funds’ inability to file its Form N-CSR by September 10, 2012. We have read the Funds’ statements contained in Part III therein and we agree with the stated reason as to why we have been unable to complete our audit and report on the Trust’s financial statements as of and for the year ended June 30, 2012, to be included in its Form N-CSR filing.

 

Very truly yours,

 

/s/ KPMG LLP