-----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, DXYDlL2KaYyOpE96HrEJmcwAsq5JiHOMdpH+1QGBPqhMvRaUJ0oritgb3xysVP88 vYG1h6TAoKwvsBvrtoWPPA== 0001111830-03-000128.txt : 20030529 0001111830-03-000128.hdr.sgml : 20030529 20030529112614 ACCESSION NUMBER: 0001111830-03-000128 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030529 EFFECTIVENESS DATE: 20030529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MALACHI MILLENNIUM INCOME TRUST CENTRAL INDEX KEY: 0000931461 IRS NUMBER: 363982902 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-08816 FILM NUMBER: 03722754 BUSINESS ADDRESS: STREET 1: C/O ULTIMUS FUND SOLUTIONS, LLC STREET 2: 135 MERCHANT STREET, SUITE 230 CITY: CINCINNATI STATE: OH ZIP: 45246 BUSINESS PHONE: 5135873403 MAIL ADDRESS: STREET 1: C/O ULTIMUS FUND SOLUTIONS, LLC STREET 2: 135 MERCHANT STREET, SUITE 230 CITY: CINCINNATI STATE: OH ZIP: 45246 FORMER COMPANY: FORMER CONFORMED NAME: MILLENNIUM INCOME TRUST DATE OF NAME CHANGE: 19941018 N-CSR 1 ncsr-0503.txt MALACHI MILLENNIUM INCOME TRUST - N-CSR-0503 ------------------------- |OMB APPROVAL |OMB Number: 3235-0570 | |Expires: Nov. 30, 2005 | |Estimated average burden |hours per response: 5.0 ------------------------- 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 811-08816 ----------------------------------------- Malachi Millennium Income Trust ----------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 140 S. Dearborn Drive, Suite 1620 Chicago, Illinois 60603 ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) James A. Casselberry, Jr. Trias Capital Management, Inc. 140 S. Dearborn Drive Chicago, Illinois 60603 ----------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (312) 223-9400 ---------------- Date of fiscal year end: September 30, 2003 --------------------------- Date of reporting period: March 31, 2003 --------------------------- 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. ================================================================================ MALACHI MILLENNIUM INCOME TRUST ------------------------------- TREASURERS' GOVERNMENT MONEY MARKET FUND ----------------- SEMI-ANNUAL REPORT MARCH 31, 2003 (UNAUDITED) INVESTMENT ADVISOR ADMINISTRATOR TRIAS CAPITAL MANAGEMENT, INC. ULTIMUS FUND SOLUTIONS, LLC 140 South Dearborn Street P.O. Box 46707 Chicago, IL 60603 Cincinnati, OH 45246-0707 1.888.744.2337 ================================================================================ MALACHI MILLENNIUM INCOME TRUST TREASURERS' GOVERNMENT MONEY MARKET FUND STATEMENT OF ASSETS AND LIABILITIES - MARCH 31, 2003 (UNAUDITED) - -------------------------------------------------------------------------------- ASSETS Investments in securities, at amortized cost (Note 2) $ 1,801,796 Investment in repurchase agreements (Note 2) 985,087 Cash 10,000 Receivable from Investment Manager (Note 3) 33,751 Interest receivable 36,424 Other assets 12,487 ----------- Total Assets 2,879,545 ----------- LIABILITIES Dividends payable 567 Payable to administrator (Note 3) 5,000 Other accrued expenses 6,897 ----------- Total Liabilities 12,464 ----------- NET ASSETS $ 2,867,081 =========== NET ASSETS CONSIST OF: Paid-in capital $ 2,893,848 Accumulated net realized losses from security transactions (26,767) ----------- NET ASSETS $ 2,867,081 =========== SHARES OF BENEFICIAL INTEREST OUTSTANDING (UNLIMITED NUMBER OF SHARES AUTHORIZED, NO PAR VALUE) 2,881,448 =========== NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE (Note 2) $1.00 =========== See accompanying notes to financial statements. MALACHI MILLENNIUM INCOME TRUST TREASURERS' GOVERNMENT MONEY MARKET FUND STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED MARCH 31, 2003 (UNAUDITED) - -------------------------------------------------------------------------------- INVESTMENT INCOME Interest income $123,858 ----------- EXPENSES Administration, fund accounting, shareholder services and transfer agent fees (Note 3) 30,000 Investment management fees (Note 3) 17,530 Professional fees 27,731 S & P rating expense 11,750 Trustees' fees and expenses 5,498 Insurance expense 3,994 Custody fees 3,788 Postage and supplies 1,613 Registration and filing fees 1,579 Other expenses 648 ----------- Total Expenses 104,131 Fees waived and expenses reimbursed by the Investment Manager (Note 3) (77,386) ----------- Net Expenses 26,745 ----------- NET INVESTMENT INCOME 97,113 ----------- NET REALIZED GAINS FROM SECURITY TRANSACTIONS 887 ----------- NET INCREASE FROM PAYMENTS BY INVESTMENT MANAGER (NOTE 3) 12,400 ----------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $110,400 =========== See accompanying notes to financial statements.
MALACHI MILLENNIUM INCOME TRUST TREASURERS' GOVERNMENT MONEY MARKET FUND STATEMENTS OF CHANGES IN NET ASSETS - ------------------------------------------------------------------------------------------------- SIX MONTHS ENDED YEAR ENDED MARCH 31, 2003 SEPTEMBER 30, (UNAUDITED) 2002 ------------ ------------ FROM OPERATIONS Net investment income $ 97,113 $ 461,514 Net realized gains (losses) from security transactions 887 (1,892) Net increase from payments by Investment Manager (Note 3) 12,400 -- ------------ ------------ Net increase in net assets resulting from operations 110,400 459,622 ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS From net investment income (97,113) (461,514) ------------ ------------ FROM CAPITAL SHARE TRANSACTIONS (a) Proceeds from shares sold 8,449,917 27,020,709 Net asset value of shares issued in reinvestment of distributions to shareholders 80,703 432,000 Payments for shares redeemed (24,200,259) (29,360,145) ------------ ------------ Net decrease in net assets from capital share transactions (15,669,639) (1,907,436) ------------ ------------ TOTAL DECREASE IN NET ASSETS (15,656,352) (1,909,328) NET ASSETS Beginning of period 18,523,433 20,432,761 ------------ ------------ End of period $ 2,867,081 $ 18,523,433 ============ ============
(a) Capital share transactions are identical to the dollar values shown. See accompanying notes to financial statements.
MALACHI MILLENNIUM INCOME TRUST TREASURERS' GOVERNMENT MONEY MARKET FUND FINANCIAL HIGHLIGHTS - ----------------------------------------------------------------------------------------------------------------------------------- Selected Per Share Data and Ratios for a Share Outstanding Throughout Each Period SIX MONTHS YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED ENDED MARCH 31, 2003 SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, (UNAUDITED) 2002 2001 2000 1999 1998 ------------- ------------- ------------- ------------- ------------- ---------- PER SHARE DATA - -------------- Net asset value at beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 Payments by Investment Manager (Note 3) 0.00 -- -- -- -- -- Net investment income 0.006 0.019 0.050 0.057 0.049 0.053 Dividends from net investment income (0.006) (0.019) (0.050) (0.057) (0.049) (0.053) --------- ----------- ----------- ----------- ----------- ----------- Net asset value at end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ========= =========== =========== =========== =========== =========== TOTAL RETURN 0.56%(a) 1.92% 5.08% 5.89% 5.03% 5.33% ========= =========== =========== =========== =========== =========== RATIOS/SUPPLEMENTAL DATA - ------------------------ Net assets at end of period (000's) $ 2,867 $ 18,523 $ 20,433 $ 17,252 $ 65,541 $ 33,708 Ratios net of fees waived and expenses reimbursed by Investment Manager (Note 3) Ratio of net expenses to average net assets 0.31%(b) 0.29% 0.29% 0.25% 0.25% 0.22% Ratio of net investment income to average net assets 1.12%(b) 2.00% 4.79% 5.67% 4.92% 5.33% Ratios assuming no fees waived and expenses reimbursed by Investment Manager (Note 3) Ratio of expenses to average net assets 1.20%(b) 0.89% 0.78% 0.77% 0.69% 0.80% Ratio of net investment income to average net assets 0.23%(b) 1.40% 4.30% 5.15% 4.48% 4.74% (a) Not annualized (b) Annualized
See accompanying notes to financial statements. MALACHI MILLENNIUM INCOME TRUST TREASURERS' GOVERNMENT MONEY MARKET FUND SCHEDULE OF PORTFOLIO INVESTMENTS - MARCH 31, 2003 (UNAUDITED) - -------------------------------------------------------------------------------- PAR VALUE VALUE ----------- ---------- U.S. GOVERNMENT AGENCY OBLIGATIONS - 62.8% Federal Home Loan Mortgage Corporation, 4.50%, due 06/15/2003 $795,000 $ 800,314 Federal National Mortgage Association, 5.75%, due 04/15/2003 1,000,000 1,001,482 ---------- TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS $ 1,801,796 ---------- REPURCHASE AGREEMENTS (a) - 34.4% FACE AMOUNT ------------ Lehman Brothers Inc., 1.25%, dated 3/31/2003, due 4/1/2003, repurchase proceeds of $985,121 $ 985,087 $ 985,087 ----------- TOTAL INVESTMENTS AT VALUE (AMORTIZED COST $2,786,883) - 97.2% $ 2,786,883 OTHER ASSETS IN EXCESS OF LIABILITIES - 2.8% 80,198 ----------- NET ASSETS - 100.0% $ 2,867,081 =========== (a) Repurchase agreements are fully collateralized by U.S. Government agency securities. See accompanying notes to financial statements. MALACHI MILLENNIUM INCOME TRUST TREASURERS' GOVERNMENT MONEY MARKET FUND NOTES TO FINANCIAL STATEMENTS - MARCH 31, 2003 (UNAUDITED) - -------------------------------------------------------------------------------- 1. ORGANIZATION The Malachi Millennium Income Trust (the "Trust") is registered under the Investment Company Act of 1940, as amended, as an open-end diversified management investment company. The Trust was established as a Massachusetts business trust under a Declaration of Trust dated August 19, 1994. The Trust consists of one series, the Treasurers' Government Money Market Fund (the "Fund"). The Fund's investment objective is to seek high current income consistent with stability of capital and liquidity by investing in a portfolio of U.S. Government securities. The Fund is expecting to maintain a constant net asset value of $1.00 per share. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of the Fund's significant accounting policies: SECURITY VALUATION - Securities are valued on an amortized cost basis, which approximates market value. This involves initially valuing a security at its original cost and thereafter assuming a constant amortization to maturity of any discount or premium. 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. INVESTMENT INCOME - Interest income is accrued as earned and includes, where applicable, the pro-rata amortization of premium or accretion of discount. DISTRIBUTIONS TO SHAREHOLDERS - Dividends from net investment income are declared daily and paid on the last business day of each month. Net realized short-term capital gains, if any, may be distributed throughout the year and net realized long-term capital gains, if any, are distributed at least once each year. Income distributions and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. For the six months ended March 31, 2003 and for the year ended September 30, 2002, there were no differences between the book basis and tax basis of distributions. SECURITY TRANSACTIONS - Investment transactions are accounted for on the trade date. Securities sold are determined on a specific identification basis. MALACHI MILLENNIUM INCOME TRUST TREASURERS' GOVERNMENT MONEY MARKET FUND NOTES TO FINANCIAL STATEMENTS - MARCH 31, 2003 (UNAUDITED) (Continued) - -------------------------------------------------------------------------------- REPURCHASE AGREEMENTS - Repurchase agreements are collateralized by U.S. Government securities and are valued at cost, which, together with accrued interest, approximates market. Collateral for repurchase agreements is held in safekeeping in the Fund's custodian customer-only account at the Federal Reserve Bank of Cleveland. At the time the Fund enters into a repurchase agreement, the seller agrees that the value of the underlying securities, including accrued interest, will be equal to or exceed the face amount of the repurchase agreement. In the event of a bankruptcy or other default of the seller of a repurchase agreement, the Fund could experience both delays in liquidating the underlying security and losses. These losses would equal the face amount of the repurchase agreement(s) and accrued interest, net of any proceeds received in liquidation of the underlying securities. To minimize the possibility of loss, the Fund enters into repurchase agreements only with institutions deemed to be creditworthy under guidelines established by the Board of Trustees. 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 amount of assets and liabilities at the date of the financial statements and the reported amount of income and expenses during the reporting period. Actual results could differ from these estimates. FEDERAL INCOME TAX - It is the Fund's policy to comply with the special provisions of the Internal Revenue Code applicable to regulated investment companies. As provided therein, in any fiscal year in which a Fund so qualifies and distributes at least 90% of its taxable net income, the Fund (but not the shareholders) will be relieved of federal income tax on the income distributed. Accordingly, no provision for income taxes has been made. In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Fund's intention to declare and pay as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts from prior years. The following information is computed on a tax basis for each item as of March 31, 2003: Cost of portfolio investments $ 2,786,883 ============= Capital loss carryforwards $ (25,841) Post-October losses (1,813) Other gains 887 ------------- Accumulated deficit $ (26,767) ============= MALACHI MILLENNIUM INCOME TRUST TREASURERS' GOVERNMENT MONEY MARKET FUND NOTES TO FINANCIAL STATEMENTS - MARCH 31, 2003 (UNAUDITED) (Continued) - -------------------------------------------------------------------------------- The capital loss carryforwards as of September 30, 2002 in the table above expire as follows: Amount Expires September 30, ------ --------------------- $ 19,379 2008 2,476 2009 3,986 2010 ---------- $ 25,841 ========== In addition, the Fund had net realized capital losses of $1,813 during the period November 1, 2001 through September 30, 2002, which are treated for federal income tax purposes as arising during the Fund's tax year ending September 30, 2003. The capital loss carryforwards and the "post-October" losses may be utilized in the current and future years to offset net realized capital gains, if any, prior to distributing such gains to shareholders. 3. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES The President of the Trust is the chairman and controlling shareholder of Trias Capital Management, Inc. ("Trias"), the Trust's investment manager. Certain other officers of the Trust are officers of Ultimus Fund Solutions, LLC ("Ultimus"), the Trust's administrator. INVESTMENT MANAGEMENT AGREEMENT The Fund's investments are managed by Trias pursuant to the terms of a Management Agreement. Under the terms of the Management Agreement, the Fund pays Trias a fee, which is computed and accrued daily and paid monthly at the annual rate of .20% of its average daily net assets. In order to reduce the Fund's operating expenses during the six months ended March 31, 2003, Trias voluntarily waived all of its management fees and reimbursed the Fund for other operating expenses in order to limit the Fund's total expense ratio to .25% of average daily net assets through December 16, 2002 and .35% of such assets thereafter. During the six months ended March 31, 2003, the total of such fee waivers and expense reimbursements was $77,386. As of March 31, 2003, the Adviser owed the Fund $33,751 for expense reimbursements. Additionally, during the six months ended March 31, 2003, Trias made a $12,400 contribution to the Fund to offset the effect of realized losses incurred by the Fund. The effect of this contribution was to increase the Fund's total return by 0.11% for the six months ended March 31, 2003. MALACHI MILLENNIUM INCOME TRUST TREASURERS' GOVERNMENT MONEY MARKET FUND NOTES TO FINANCIAL STATEMENTS - MARCH 31, 2003 (UNAUDITED) (Continued) - -------------------------------------------------------------------------------- MUTUAL FUND SERVICES AGREEMENT Under the terms of a Mutual Fund Services Agreement, Ultimus provides administrative, fund accounting and pricing, and transfer agent and shareholder services to the Fund. For these services, Ultimus receives a base fee of $5,000 per month, plus an asset-based fee equal to the annual rate of 0.10% of the Fund's average net assets in excess of $50 million but less than $250 million; 0.075% of such assets in excess of $250 million but less than $500 million; and 0.05% of such assets in excess of $500 million. During the six months ended March 31, 2003, Ultimus was paid $30,000 under the Mutual Fund Services Agreement. ITEM 2. CODE OF ETHICS. Not required ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not required ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not required ITEMS 5-6. [RESERVED] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not required ITEM 8. [RESERVED] ITEM 9. CONTROLS AND PROCEDURES. (a) Not required (b) Not required ITEM 10. EXHIBITS. File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated. (a) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not applicable (b) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2): 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) Malachi Millennium Income Trust ------------------------------------------------------------ By (Signature and Title)* /s/ James A. Casselberry, Jr. --------------------------------------- James A. Casselberry, Jr., President Date May 28, 2003 ------------------------ 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/ James A. Casselberry, Jr. --------------------------------------- James A. Casselberry, Jr., President Date May 28, 2003 ------------------------ By (Signature and Title)* /s/ Mark J. Seger --------------------------------------- Mark J. Seger, Treasurer Date May 28, 2003 ------------------------ * Print the name and title of each signing officer under his or her signature. EX-99.CERT 3 ex99cert.txt MALACHI MILLENNIUM INCOME TRUST - CERTIFICATIONS Exhibit (b) CERTIFICATIONS I, James A. Casselberry, Jr., certify that: 1. I have reviewed this report on Form N-CSR of Malachi Millennium Income 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; and 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. Date: May 28, 2003 /s/ James A. Casselberry, Jr. ----------------------------------- James A. Casselberry, Jr., President CERTIFICATIONS I, Mark J. Seger, certify that: 1. I have reviewed this report on Form N-CSR of Malachi Millennium Income 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; and 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. Date: May 26, 2003 /s/ Mark J. Seger ----------------------------------- Mark J. Seger, Treasurer -----END PRIVACY-ENHANCED MESSAGE-----