Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement [ ]Confidential, for use of
the Commission only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
SCHWARTZ INVESTMENT TRUST
-------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of person (s) filing Proxy Statement, if other than the Registrant)
Payment of filing fee (check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filling.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Please fold and detach card at perforation before mailing
SCHWARTZ INVESTMENT TRUST
Schwartz Value Fund
Ave Maria Catholic Values Fund
Ave Maria Growth Fund
Ave Maria Bond Fund
SPECIAL MEETING OF SHAREHOLDERS
January 16, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints George P. Schwartz and John F. Splain, and each
of them, as Proxies with power of substitution and hereby authorizes each of
them to represent and to vote as provided on the reverse side, all shares of
beneficial interest of Schwartz Investment Trust which the undersigned is
entitled to vote at the special meeting of shareholders to be held on January
16, 2004 or at any adjournment thereof.
The undersigned acknowledges receipt of the Notice of Special Meeting and Proxy
Statement dated December ___, 2003.
Date: ___________________, 200_
NOTE: Please sign exactly as your name appears
on this Proxy. If signing for an estate,
trust or corporation, title or capacity
should be stated. If the shares are held
jointly, both signers should sign,
although the signature of one will bind
the other.
__________________________________
__________________________________
Signature(s) PLEASE SIGN IN BOX ABOVE
Please fold and detach card at perforation before mailing
Please fill in box(es) as shown using black or blue ink or a number 2 pencil.[X]
PLEASE DO NOT USE FINE POINT PENS
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" THE PROPOSALS DESCRIBED
HEREIN.
1. With respect to the election of seven Trustees:
01 Donald J. Dawson, Jr. 05 Fred A. Erb
02 Bowie K. Kuhn 06 Peter F. Barry
03 Sidney F. McKenna 07 Gregory J. Schwartz
04 George P. Schwartz
FOR ALL WITHHOLD ALL FOR ALL EXCEPT
[ ] [ ] [ ]
________________________________________________________________________________
To withhold authority to vote for any Nominee(s), mark "FOR ALL EXCEPT" and
write the Nominee number(s) on the line provided.
2. With respect to ratification of the selection of Deloitte & Touche LLP as
the Trust's independent public accountants for the fiscal year ending
December 31, 2003.
FOR ALL WITHHOLD ALL FOR ALL EXCEPT
[ ] [ ] [ ]
3. In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the meeting.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE SIDE, AND RETURN IT
PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.
================================================================================
PROXY
STATEMENT
Schwartz Investment Trust
________, 2003
Important Voting Information Inside!
TABLE OF CONTENTS
- -----------------
Letter from the President..................................................... 1
Notice of Special Meeting of Shareholders..................................... 2
Detailed Discussion of Proxy Issues........................................... 3
Investment Adviser and Other Service Providers................................ 4
Principal Shareholders........................................................
Proposal 1: Election of Trustees..............................................
Proposal 2: Ratification of Independent Public Accountants....................
Other Business................................................................
================================================================================
LETTER FROM THE PRESIDENT
Schwartz Investment Trust
3707 West Maple Road
Bloomfield Hills, Michigan 48301
December ___, 2003
Dear Fellow Shareholder,
I am writing to inform you of an upcoming Special Meeting of Shareholders
of Schwartz Investment Trust (the "Trust"), consisting of the Schwartz Value
Fund, the Ave Maria Catholic Values Fund, the Ave Maria Growth Fund and the Ave
Maria Bond Fund, each a separate series of the Trust, to be held on Friday,
January 16, 2003. At the meeting, you are being asked to vote on two important
proposals affecting the Trust. The Board of Trustees believes that these
proposals are in the Trust's and your best interest.
I'm sure that you, like most people, lead a busy life and are tempted to
put this proxy aside for another day. Please don't. When shareholders do not
return their proxies, additional expenses are incurred to pay for follow-up
mailings and telephone calls. PLEASE TAKE A FEW MINUTES TO REVIEW THIS PROXY
STATEMENT AND VOTE YOUR SHARES TODAY.
The Board of Trustees has unanimously approved these proposals and
recommends a vote "FOR" these proposals. If you have any questions regarding the
issues to be voted on or need assistance in completing your proxy card, please
contact us at 1-888-726-9331.
I appreciate your consideration of these important proposals. Thank you for
investing with Schwartz Investment Trust and for your continued support.
Sincerely,
/s/George P. Schwartz
George P. Schwartz
President
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on January 16, 2004
Schwartz Investment Trust
3707 West Maple Road
Bloomfield Hills, Michigan 48301
1-888-726-9331
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Schwartz
Investment Trust, an Ohio business trust (the "Trust"), will be held at the
offices of Ultimus Fund Solutions, LLC, the Trust's transfer agent, located at
135 Merchant Street, Suite 230, Cincinnati, Ohio 45246, on January 16, 2004, at
10:30 a.m. Eastern time. This meeting is being held so that shareholders can
vote on proposals to:
1. Elect seven Trustees for the Trust;
2. Ratify or reject the selection of Deloitte & Touche LLP as the Trust's
independent public accountants for the fiscal year ending December 31,
2003; and
3. Transact such other business as may properly come before the meeting
or any adjournment thereof.
This is a notice and proxy statement for the Special Shareholders' Meeting.
Shareholders of record as of the close of business on November 24, 2003, are the
only persons entitled to notice of and to vote at the meeting and any
adjournments thereof. Your attention is directed to the attached proxy
statement.
We urge you to complete, sign, date and mail the enclosed proxy card in the
postage-paid envelope provided so you will be represented at the meeting.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU CAST YOUR VOTE "FOR" EACH
OF THE PROPOSALS.
December __, 2003
BY ORDER OF THE BOARD OF TRUSTEES
/s/John F. Splain
John F. Splain
Assistant Secretary
DETAILED DISCUSSION
OF PROXY ISSUES
This proxy statement is being provided to you on behalf of the Board of
Trustees in connection with the Special Meeting of Shareholders to be held on
Friday, January 16, 2004 at 10:30 a.m., Eastern time. The Special Meeting will
be held at the offices of the Trust's transfer agent, Ultimus Fund Solutions,
LLC, 135 Merchant Street, Suite 230, Cincinnati, Ohio 45246. In this proxy
statement, Schwartz Investment Trust will be referred to as the "Trust." The
shares of capital stock of the Trust entitled to vote at the meeting are issued
in series. Currently there are four series issued, the Schwartz Value Fund, the
Ave Maria Catholic Values Fund, the Ave Maria Growth Fund and the Ave Maria Bond
Fund, which each will be referred to individually as a "Fund" and together as
the "Funds."
This notice of meeting and proxy statement are first being mailed to
shareholders on or around December __, 2003. Supplementary solicitations may be
made by mail, telephone, telegraph, facsimile or other electronic means by
representatives of the Trust.
The expenses in connection with preparing this Proxy Statement and its
enclosures and of all solicitations will be shared by each Fund. The expenses
will be allocated based on the number of shareholders in each Fund. The expenses
will include the printing, mailing and tabulation of proxies. By voting
immediately, you can help your Fund avoid the considerable expense of a second
proxy.
VOTING OF PROXIES. If you vote your proxy now, you may revoke it before the
meeting using any of the voting procedures described on your proxy vote card or
by attending the meeting and voting in person. Unless revoked, proxies that have
been returned by shareholders without instructions will be voted in favor of all
proposals. In instances where choices are specified on the proxy, those proxies
will be voted as the shareholder has instructed.
The Board of Trustees has fixed the close of business on November 24, 2003
(the "Record Date") as the record date for the determination of shareholders
entitled to notice of and to vote at the Meeting and any adjournment(s) thereof.
Shareholders of record as of the Record Date will be entitled to one vote for
each share held, with no shares having cumulative voting rights. As of the
Record Date, the total number of issued and outstanding shares of beneficial
interest of the Trust is ______________. Below is a table illustrating each
Fund's outstanding shares as of the record date.
Shares Outstanding
------------------
Schwartz Value Fund
Ave Maria Catholic Values Fund
Ave Maria Growth Fund
Ave Maria Bond Fund
If a proposal being considered at the Special Meeting does not receive
enough "FOR" votes by the date of the meeting to constitute approval of the
proposals being considered at the meeting, the named proxies may propose
adjourning the Special Meeting to allow the gathering of more proxy votes. An
adjournment requires a vote "FOR" by a majority of the votes present at the
meeting (whether in person or by proxy). The named proxies will vote the "FOR"
votes they have received in favor of the adjournment, and any "AGAINST" or
"ABSTAIN" votes will count as votes against adjournment. An abstention on any
proposal will be counted as present for purposes of determining whether a quorum
of shares is present at the meeting with respect to the proposal on which the
abstention is noted, but will be counted as a vote against such proposal.
Abstentions and broker non-votes (i.e., proxies sent in by brokers and
other nominees that cannot vote on a proposal because instructions have not been
received from the beneficial owners) will be counted as "present" for purposes
of determining whether or not a quorum is present for the meeting. Abstentions
and broker non-votes will, however, be considered to be votes "AGAINST" the
proposals.
QUORUM. A quorum is the number of shares legally required to be at a
meeting in order to conduct business. The presence, in person or by proxy, of
more than 50% of the outstanding shares of the Trust is necessary to constitute
a quorum at the meeting. Proxies properly executed and marked with a negative
vote or an abstention will be considered to be present at the meeting for
purposes of determining the existence of a quorum for the transaction of
business. If a quorum is not present at the meeting, or if a quorum is present
at the meeting but sufficient votes are not received to approve the proposals,
the persons named as proxies may propose one or more adjournments of the meeting
to permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares affected by the adjournment that
are represented at the meeting in person or by proxy. If a quorum is not
present, the persons named as proxies will vote those proxies for which they are
required to vote "FOR" the proposals in favor of such adjournments, and will
vote those proxies for which they are required to vote "AGAINST" such proposals
against any such adjournments.
SHAREHOLDER VOTE REQUIRED. The vote of a plurality of the Trust's shares
represented at the meeting is required for the election of Trustees (Proposal 1
below). The vote of a simple majority of the Trust's shares voted is required
for the ratification of the selection of Deloitte & Touche LLP as the Trust's
independent public accountants for the current fiscal year (Proposal 2 below).
COST OF PROXY SOLICITATION. The expenses in connection with preparing this
Proxy Statement and its enclosures and of all solicitations will be shared by
each Fund. The expenses will be allocated based on the number of shareholders in
each Fund. The expenses will include the printing, mailing and tabulation of
proxies. By voting immediately, you can help your Fund avoid the considerable
expense of a second proxy.
INVESTMENT ADVISER AND OTHER SERVICE PROVIDERS
INVESTMENT ADVISER. Schwartz Investment Counsel, Inc. (the "Adviser"), 3707
West Maple Road, Bloomfield Hills, Michigan 48301, is each Fund's investment
adviser. The Adviser manages each Fund's portfolio and oversees the daily
business operations of the Funds.
SUB-ADVISER. JLB & Associates, Inc. is retained by the Adviser to serve as
the discretionary portfolio manager of the Ave Maria Growth Fund. The mailing
address of JLB & Associates, Inc. is 44670 Ann Arbor Road, Plymouth, Michigan
48170.
TRANSFER AGENT. Ultimus Fund Solutions, LLC ("Ultimus") provides the Funds
with administration, fund accounting and transfer agency and shareholder
services. The mailing address of Ultimus is 135 Merchant Street, Suite 230,
Cincinnati, Ohio 45246.
PRINCIPAL UNDERWRITER. Schwartz Fund Distributors, Inc. ("SFDI") is the
Fund's principal underwriter. SFDI is a wholly-owned subsidiary of the Adviser.
SFDI's mailing address is 3707 West Maple Road, Bloomfield Hills, Michigan
48301.
ANNUAL AND SEMIANNUAL REPORTS. The Trust will furnish, without charge, a
copy of each Fund's most recent annual and semiannual reports upon request. To
request these documents, please call us at 1-888-726-9331.
PRINCIPAL SHAREHOLDERS OF THE TRUST
The following table sets forth, as of the Record Date, the share ownership
of those shareholders known by the Trust to own of record or beneficially more
than 5% of its outstanding shares.
Name of Record Owner Shares Owned Percentage Ownership
- -------------------- ------------ --------------------
Dingle & Co. x,xxx,xxx.xx xx.x%
c/o Comerica Bank
Detroit, Michigan 48275
Due to the size of Dingle & Co.'s record ownership of shares of the Trust,
it may be considered to control the Trust and may have the ability to determine
the outcome of each proposal on the ballot.
As of the Record Date, the Trustees and officers of the Trust, as a group,
owned of record or beneficially x.x% of the Trust's outstanding shares. For
information regarding ownership of shares of the Trust by individual Trustees,
see "Trustees' Ownership of Fund Shares" below.
PROPOSAL 1:
ELECTION OF TRUSTEES
- --------------------------------------------------------------------------------
The Board of Trustees of the Trust has nominated seven individuals (the
"Nominees") for election to the Board. At the Special Meeting, the shareholders
of the Trust will be asked to elect the Nominees to serve on the Board of
Trustees of the Trust. It is intended that the enclosed Proxy will be voted FOR
the election of the seven Nominees named below as Trustees, unless such
authority has been withheld in the Proxy. The term of office of each person
elected as Trustee will be until the Trust's termination or until such Trustee
sooner dies, resigns, retires or is removed. Each Nominee has consented to serve
as a Trustee if elected.
Shareholders are being asked to elect the seven Nominees to serve on the
Board of Trustees of the Trust in order to ensure that at least two-thirds of
the members of the Board have been elected by the shareholders of the Trust as
required by the Investment Company Act of 1940, as amended (the "Investment
Company Act"). Currently, the Board consists of seven Trustees, of which five
Trustees have been elected by shareholders and two have not. However, with the
impending retirement of one of the five shareholder-elected Trustees and the
nomination by the Trustees who are not considered to be "interested persons"
under the Investment Company Act of 1940 ("Independent Trustees") of a new
member to the Board of Trustees, the Trust would no longer meet the requirement
that two-thirds of all Trustees must have been elected by shareholders. The
Investment Company Act also provides that vacancies on the Board of Trustees may
not be filled by Trustees unless thereafter at least two-thirds of the Trustees
shall have been elected by shareholders. To ensure continued compliance with the
forgoing requirements of the Investment Company Act, shareholders are being
asked at this Special Meeting to elect the seven Nominees. The Nominees will be
elected for indefinite terms, subject to death, resignation, retirement or
removal. Each Nominee has indicated a willingness to serve as a member of the
Board of Trustees if elected. If any of the Nominees should not be available for
election, the persons named as proxies (or their substitutes) may vote for other
persons in their discretion. However, management has no reason to believe that
any Nominee will be unavailable for election. In evaluating the Nominees, the
Trustees took into account their background and experience, including their
familiarity with the issues relating to the Funds as well as their careers in
business, finance and other areas. The Trustees also considered the prior
experience of certain of the Nominees as Trustees of the Trust.
THE BOARD OF TRUSTEES GENERALLY
The Board of Trustees oversees the management of the Trust and meets at
least quarterly to review reports about the Trust's operations. The Board of
Trustees provides broad supervision over affairs of the Trust. The Board of
Trustees, in turn, elect the officers of the Trust to actively supervise each
Fund's day-to-day operations. Subject to the Investment Company Act and
applicable Ohio law, they may fill vacancies in or
reduce the number of Board members, and may elect and remove such officers and
appoint and terminate such agents as they consider appropriate. They may appoint
from their own number and establish and terminate one or more committees
consisting of two or more Trustees who may exercise the powers and authority of
the Board to the extent that the Trustees determine. They may, in general,
delegate such authority as they consider desirable to any officer of the Trust,
to any Committee of the Board and to any agent or employee of the Trust.
The Trust shall indemnify each of its Trustees against all liabilities,
including but not limited to amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and expenses, including reasonable
accountants' and counsel fees, incurred by any in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
before any court or administrative or legislative body, in which such Trustee
may be or may have been involved as a party or otherwise or with which such
Trustee may be or may have been threatened, while in office or thereafter, by
reason of being or having been such a Trustee, and except that no Trustee shall
be indemnified against any liability to the Trust or its Shareholders to which
such Trustee would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Trustee's office.
INFORMATION REGARDING THE TRUST'S TRUSTEES, NOMINEES AND OFFICER
The following is a list of the Nominees and executive officers of the
Trust. The Trustees serve for an indefinite term, subject to death, resignation,
retirement or removal and the officers are elected annually. Each Nominee who is
an "interested person" of the Trust, as defined by the Investment Company Act,
is indicated by an asterisk. The other Nominees are not considered "interested
persons" of the Trust under the Investment Company Act of 1940; that is, they
are not employees or officers of, and have no financial interest in, the Trust's
affiliates or its service providers. During the past fiscal year, the Board of
Trustees met four times. Each Trustee attended 100% of such Board meetings. Each
of the Trustees attended over 75% of the meetings of the Board of Trustees and,
if he was a member, the Audit Committee.
Number of
Portfolios in
Fund
Principal Occupation(s) Complex
Position(s) Length of During Overseen by
Held Time Past 5 Years and Directorships Trustee/
Name, Address and Age with Trust Served of Public Companies Nominee
- ------------------------------------------------------------------------------------------------------------------------------
Interested Trustees/Nominees:
- ------------------------------------------------------------------------------------------------------------------------------
*Gregory J. Schwartz (age 62) Chairman, Since Chairman of Gregory J. Schwartz & 4
3707 W. Maple Road Trustee and August 1992 Co., Inc. (a registered
Bloomfield Hills, MI 48301 Nominee broker-dealer) and Schwartz
Investment Counsel, Inc.; partner of
G&G Management (a hedge fund manager)
and Schwartz Devine Land Co. (a real
estate holding company)
- ------------------------------------------------------------------------------------------------------------------------------
President, Since
*George P. Schwartz, CFA (age 58) Trustee and August 1992 President of Schwartz Investment 4
3707 W. Maple Road Nominee Counsel, Inc.; partner of G&G
Bloomfield Hills, MI 48301 Management and Schwartz-Devine
Land Co.
Trustee Since
*Bowie K. Kuhn (age 77) and April 2001 President of The Kent Group 4
135 Teal Pointe Lane Nominee (business, sports and financial
Ponte Vedra Beach, FL 32082 consultant); trustee of the National
Baseball Hall of Fame and Museum
Independent Trustees/Nominees:
Donald J. Dawson, Jr (age 56) Trustee and Since Chairman of Payroll 1, Inc. (payroll 4
333 West Seventh Street Nominee January 1993 processing services)
Royal Oaks, MI 48067
Fred A. Erb (age 80) Trustee and Since Chairman and Chief Executive Officer 4
800 Old North Woodward Nominee April 1994 of Edgemere Enterprises, Inc. (a real
Bloomfield Hills, MI 48304 estate company); Chairman of D.I.Y.
Home Warehouse (a retail building
supplies company)
Sidney F. McKenna (age 80) Trustee and Since Retired Senior Vice President of 4
1173 Banbury Circle Nominee January 1993 United Technologies Corporation
Bloomfield Hills, MI 48302 (manufacturer of aircraft engines and
other industrial products)
Peter F. Barry (age 76) Nominee N/A President, Chief Executive Officer N/A
3707 W. Maple Road and Co-Owner of Cadillac Rubber &
Bloomfield Hills, MI 48301 Plastics
Executive Officers:
Richard L. Platte, Jr., CFA (age 52) Vice Since January Executive Vice President,
3707 W. Maple Road President 1993 Secretary and Treasurer of
Bloomfield Hills, MI 48301 and Schwartz Investment Counsel, Inc.
Secretary
**Timothy S. Schwartz (age 32) Treasurer Since Vice President of Schwartz
3707 W. Maple Road April 2000 Investment Counsel, Inc.
Bloomfield Hills, MI 48301
* Gregory J. Schwartz and George P. Schwartz, as affiliated persons of the
Adviser, are "interested persons" of the Trust within the meaning of
Section 2(a)(19) of the Investment company Act. Bowie K. Kuhn is an
"interested person" of the Trust by virtue of his membership on the
Catholic Advisory Board, a committee of individuals whose responsibilities
relate to the Ave Maria Catholic Values Fund, the Ave Maria Growth Fund and
the Ave Maria Bond Fund. Gregory J. Schwartz and George P. Schwartz are
brothers.
** Timothy S. Schwartz is the son of George P. Schwartz.
BOARD COMMITTEES. The Board of Trustees has established the following
standing committees. The members of each Committee currently are, and subject to
their election as Trustee at the Special Meeting, will continue to be, Donald J.
Dawson, Jr., Fred A. Erb and Sidney F. McKenna and, subject to his election as
Trustee at the Special Meeting, Peter F. Barry.
o Audit Committee, which oversees the Trust's accounting and financial
reporting policies and the independent audit of its financial
statements. The Audit Committee has adopted an Audit Committee Charter
which serves as a guideline in carrying out its duties and
responsibilities. The Audit Committee is comprised of the Independent
Trustees. See Exhibit A for a copy the Trust's Audit Committee
Charter. The Audit Committee held two meetings during the fiscal year
ended December 31, 2002.
o Nominating Committee, which is responsible for nominating any future
Independent Trustees of the Trust. The Nominating Committee did not
meet during the fiscal year ended December 31, 2002. The Nominating
Committee does not currently consider for nomination candidates
proposed by shareholders for election as Trustees.
o Qualified Legal Compliance Committee, which is responsible for
interpreting, investigating, resolving and reporting any existing or
potential violations of
law or personal conflicts of interest involving the Trust's principal
executive and accounting officers or persons performing similar
functions, and for receiving and investigating evidence from attorneys
representing the Trust of material violations of securities laws, a
material breach of fiduciary duty or a similar material violation. The
Qualified Legal Compliance Committee was established on July 24, 2003
and accordingly did not meet during the fiscal year ended December 31,
2002.
TRUSTEES' OWNERSHIP OF SHARES. The following table shows each Trustee's and
Nominee's beneficial ownership of shares of the Funds and, on an aggregate
basis, of all registered investment companies within the complex overseen by the
Trustee/Nominee. The Fund's names have been abbreviated in the Table: Schwartz
Value Fund -SVF; Ave Maria Catholic Values Fund - AMCVF; Ave Maria Growth Fund -
AMGF; and Ave Maria Bond Fund Class R - AMBFR and Ave Maria Bond Fund Class I -
AMBFI.
TRUSTEE/NOMINEE OWNERSHIP OF SHARES OF THE TRUST AS OF _____, 2003
=============================================================================================================
(1) (2) (3) (4) (5) (6)
=============================================================================================================
AGGREGATE DOLLAR RANGE
OF IN ALL REGISTERED
NUMBER OF FUND INVESTMENT COMPANIES
SHARES OVERSEEN BY TRUSTEE IN
NAME OF TRUSTEE BENEFICIALLY DOLLAR RANGE OF PERCENT FAMILY OF
OR NOMINEE FUND(CLASS) OWNED* TRUST SHARES OF FUND INVESTMENT COMPANIES
=============================================================================================================
Gregory J. Schwartz SVF * Over $100,000 Over $100,000
AMCVF * Over $100,000
AMGF *
AMBFR *
AMBFI *
=============================================================================================================
George P. Schwartz SVF * Over $100,000 Over $100,000
AMCVF *
AMGF *
AMBFR *
AMBFI *
=============================================================================================================
Bowie K. Kuhn SVF * Over $100,000 Over $100,000
AMCVF *
AMGF *
AMBFR *
AMBFI *
=============================================================================================================
Donald J. Dawson, Jr. SVF * $50,001-100,000 $50,001-$100,000
AMCVF *
AMGF *
AMBFR *
AMBFI *
=============================================================================================================
=============================================================================================================
(1) (2) (3) (4) (5) (6)
=============================================================================================================
AGGREGATE DOLLAR RANGE
OF IN ALL REGISTERED
NUMBER OF FUND INVESTMENT COMPANIES
SHARES OVERSEEN BY TRUSTEE IN
NAME OF TRUSTEE BENEFICIALLY DOLLAR RANGE OF PERCENT FAMILY OF
OR NOMINEE FUND(CLASS) OWNED* TRUST SHARES OF FUND INVESTMENT COMPANIES
=============================================================================================================
Fred A. Erb SVF * Over $100,000 Over $100,000
AMCVF *
AMGF *
AMBFR *
AMBFI *
=============================================================================================================
Sidney F. McKenna SVF * Over $100,000 Over $100,000
AMCVF *
AMGF *
AMBFR *
AMBFI *
=============================================================================================================
Peter Barry SVF * None None
AMCVF *
AMGF *
AMBFR *
AMBFI *
=============================================================================================================
* Each Trustee and/or Nominee owns less than 1% of the Trust's outstanding
shares. All Trustees, Nominees and officers as a group owned of record or
beneficially less than 1% of the Trust's outstanding shares on the Record
Date.
TRUSTEE COMPENSATION. No director, officer or employee of the Adviser or
the Distributor will receive any compensation from the Trust for serving as an
officer or Trustee of the Trust. Each Trustee who is not affiliated with the
Adviser or the Distributor receives from the Trust an annual retainer of $4,000,
payable quarterly, plus fees of $1,000 for attendance at each meeting of the
Board of Trustees and $750 for attendance at each meeting of any committee of
the Board of Trustees, plus reimbursement of travel and other expenses incurred
in attending meetings. The following table provides compensation amounts paid
for the fiscal year ended December 31, 2002 to each of the Trustees:
Total
Aggregate Pension or Estimated Annual Compensation
Compensation Retirement Benefits Upon From Trust and
Trustee From the Trust Benefits Accrued Retirement Fund Complex
- --------------------------------------------------------------------------------------------------
*Gregory J. Schwartz None None None None
*George P. Schwartz None None None None
Donald J. Dawson $7,000 None None $7,000
Fred A. Erb $7,000 None None $7,000
Bowie K. Kuhn $6,500 None None $6,500
Sidney F. McKenna $7,000 None None $7,000
* Gregory J. Schwartz and George P. Schwartz are "interested persons" of the Trust.
OWNERSHIP IN THE TRUST'S INVESTMENT ADVISER1 OR DISTRIBUTOR2 BY TRUSTEES/NOMINEES
WHO ARE NOT INTERESTED PERSONS (AS DEFINED IN THE 1940 ACT)OF THE TRUST AS OF
________, 2003
=============================================================================================================================
(1) (2) (3) (4) (5) (6)
=============================================================================================================================
NAME OF
OWNERS AND
RELATIONSHIPS NAME OF TITLE OF CLASS OF VALUE OF
NAME OF TRUSTEE/NOMINEE TO TRUSTEE COMPANY SECURITY SECURITIES PERCENT OF CLASS
=============================================================================================================================
=============================================================================================================================
Donald J. Dawson, Jr N/A N/A N/A None N/A
=============================================================================================================================
Fred A. Erb N/A N/A N/A None N/A
=============================================================================================================================
Sidney F. McKenna N/A N/A N/A None N/A
=============================================================================================================================
Peter Barry N/A N/A N/A None N/A
=============================================================================================================================
1 Schwartz Investment Counsel, Inc.
2 Schwartz Fund Distributors, Inc.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE NOMINEES.
PROPOSAL 2:
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
On January 31, 2003, the Board of Trustees, including a majority of the
Independent Trustees, selected Deloitte & Touche LLP ("D&T") as the Trust's
independent public accountants for the fiscal year ending December 31, 2003. At
that meeting, D&T confirmed its status as independent accountants with respect
to the Trust within the meaning of the federal securities laws. The employment
of D&T is conditional upon the right of the Trust to terminate the employment
without any penalty. If the Trust's shareholders do not ratify the selection of
D&T, other certified public accountants will be considered for selection by the
Board of Trustees.
Representatives of D&T are not expected to be present at the meeting
although they will have an opportunity to attend and to make a statement, if
they desire to do so. If representatives of D&T are present, they will be
available to respond to appropriate questions from shareholders.
AUDIT FEES
The aggregate fees billed by D&T for the fiscal year ended December 31,
2002 for professional services (which includes federal tax form preparation)
rendered for the audit of the annual financial statements of the Schwartz Value
Fund and the Ave Maria Catholic Values Fund were $16,000 and $19,000,
respectively. The Ave Maria Growth Fund and the Ave Maria Bond Fund started
operations on May 1, 2003 and have not yet undergone an audit as of the date of
this proxy statement.
ALL OTHER FEES
D&T did not provide any other services to the Trust, the Adviser or any
entity controlling, controlled by, or under common control with the Adviser
during the most recent fiscal year.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU RATIFY THE SELECTION OF DELOITTE &
TOUCHE LLP AS THE TRUST'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE CURRENT FISCAL
YEAR.
OTHER BUSINESS
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The proxy holders have no present intention of bringing any other matter
before the meeting other than those specifically referred to above or matters in
connection with or for the purpose of effecting the same. Neither the proxy
holders nor the Board of Trustees are aware of any matters which may be
presented by others. If any other business shall properly come before the
meeting, the proxy holders intend to vote thereon in accordance with their best
judgment.
Any shareholders proposal intended to be presented at the next shareholder
meeting must be received by the Trust for inclusion in its Proxy Statement and
form of Proxy relating to such meeting at a reasonable time before the
solicitation of proxies for the meeting is made. Under current Ohio law and, the
Investment Company Act of 1940, it is not required of the Trust to hold
shareholders' meetings, annual or otherwise.
By Order of the Board of Trustees
/s/John F. Splain
John F. Splain
Assistant Secretary
Date: _________, 2003
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PLEASE EXECUTE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, THUS AVOIDING UNNECESSARY EXPENSE AND DELAY. NO POSTAGE IS NECESSARY
IF MAILED IN THE UNITED STATES. THE PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR
RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.