SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to ss.240.14a-12
CHURCH CAPITAL 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)(1) 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 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(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 filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
1
CHURCH CAPITAL VALUE TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on August 28, 2008
TO THE SHAREHOLDERS:
I am writing to inform you of the upcoming special meeting (the "Meeting")
of the shareholders of the Church Capital Value Trust (the "Fund"), a series of
Church Capital Investment Trust (the "Trust").
The Meeting is scheduled to be held at 10:00 a.m. Eastern Time on August
28, 2008, at the offices of Ultimus Fund Solutions, LLC, 225 Pictoria Drive,
Suite 450, Cincinnati OH 45246. Please take the time to carefully read the Proxy
Statement and cast your vote.
The purpose of the meeting is as follows:
(1) To approve a new Advisory Agreement between the Trust, on behalf of
the Fund, and Church Capital Management, LLC.
(2) To transact such other business as may properly come before the
Meeting or any adjournments thereof.
You may vote at the Meeting if you are the record owner of shares of the
Fund as of the close of business on July 16, 2008. You are invited to attend the
Meeting in person. If you plan to attend the Meeting, please indicate your
intention on the enclosed proxy card and return it promptly in the envelope
provided. Whether you will be able to attend or not, PLEASE VOTE so that a
quorum will be present at the Meeting.
You may cast your vote by completing, signing, and returning the enclosed
proxy card by mail in the envelope provided. If you have any questions before
you vote, please contact the Fund by calling 877-742-8061.
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. TO AVOID THE
COST OF FOLLOW-UP SOLICITATION AND A POSSIBLE ADJOURNMENT OF THE MEETING, PLEASE
READ THE ENCLOSED PROXY STATEMENT, AND COMPLETE, SIGN AND RETURN THE ENCLOSED
PROXY CARD AS PROMPTLY AS POSSIBLE. IT IS IMPORTANT THAT YOUR VOTE BE RECEIVED
BY NO LATER THAN 5:00 P.M. (EASTERN TIME) ON AUGUST 28, 2008.
Thank you for your cooperation and continued investment in the Fund.
By order of the Board of Trustees,
Gregory A. Church
President
July 31, 2008
2
CHURCH CAPITAL VALUE TRUST
301 Oxford Valley Road, Suite 801B
Yardley, Pennsylvania 19067
877-742-8061
PROXY STATEMENT
Dated July 31, 2008
SPECIAL MEETING OF SHAREHOLDERS
To be held on August 28, 2008
Church Capital Value Trust (the "Fund"), a series of Church Capital Investment
Trust, an Ohio business trust (the "Trust"), is holding a special meeting of
shareholders on August 28, 2008 at 10:00 a.m. Eastern time (the "Meeting"). The
place of the Meeting is the offices of Ultimus Fund Solutions, LLC, 225 Pictoria
Drive, Suite 450, Cincinnati OH 45246.
The Board of Trustees of the Trust (the "Board") is sending you this Proxy
Statement and the enclosed proxy card on behalf of the Fund. The Board is
soliciting your proxy to vote at the Meeting.
PROPOSALS
The following Proposals will be presented at the Meeting:
(1) To approve a new Advisory Agreement between the Trust, on behalf of
the Fund, and Church Capital Management, LLC.
(2) To transact such other business as may properly come before the
Meeting or any adjournments thereof.
WHO IS ELIGIBLE TO VOTE?
The Board is sending this proxy statement on or about August 5, 2008 to all
shareholders entitled to vote. Shareholders who owned shares of the Fund at the
close of business on July 16, 2008 ("Record Date") are entitled to vote at the
Meeting. On the Record Date, the Fund had 2,645,326.685 shares outstanding.
HOW TO VOTE
VOTING BY PROXY. You can vote by completing and signing the enclosed proxy card,
and mailing it in the enclosed postage paid envelope. If you need assistance, or
have questions regarding the proxy or how to vote your shares, please call the
Fund at 1-877-742-8061. Whether you plan to attend the Meeting or not, the
Board urges you to complete, sign and date the enclosed proxy card and to return
it promptly. Returning the proxy card will not affect your right to attend the
Meeting and vote.
The Board has named John F. Splain and Wade R. Bridge to act as proxies at the
Meeting. If you properly complete your proxy card and send it to the Fund, your
proxy will vote your shares as you have directed. If you sign the proxy card but
do not make specific choices, your proxy will be deemed a vote "FOR" the
Proposal in accordance with the Board's recommendations.
3
If any other matter is presented, your proxy will vote in accordance with the
proxy's best judgment. At the time this Proxy Statement was printed, the Board
knows of no matter that needs to be acted on at the Meeting other than those
discussed in this proxy statement. If you appoint a proxy, you may revoke it any
time before it is exercised. You can do this by sending in another proxy with a
later date, or by notifying the Fund in writing before the Meeting.
VOTING IN PERSON. If you do attend the Meeting and wish to vote in person, you
will be given a ballot when you arrive. If shares are held in the name of a
pension plan, you must bring a letter from the plan authorizing you to vote the
shares on the plan's behalf.
QUORUM AND REQUIRED VOTE
You are entitled to one vote for each share that you held, and a proportionate
vote for each fractional share held, as of the Record Date. The presence at the
Meeting of holders of a majority of the outstanding shares of the Fund entitled
to vote, in person or by proxy, shall constitute a quorum for the Meeting. A
quorum being present, the Fund will adopt each Proposal if a majority of the
shares of the Fund vote to approve each such Proposal. For these purposes,
majority means the lesser of: (a) 67% or more of the voting securities of the
Fund present at the Meeting, if 50% or more of the outstanding voting securities
of the Fund are represented in person or by proxy; or (b) 50% or more of the
outstanding voting securities of the Fund.
For purposes of determining (i) the presence of a quorum, and (ii) whether
sufficient votes have been received for approval of a particular Proposal,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present at the Meeting. For this reason,
abstentions and broker non-votes will assist the Fund in obtaining a quorum, but
will effectively be votes "AGAINST" adjournment and/or a Proposal, because the
required vote is a percentage of the shares present or outstanding.
If, with respect to the Fund, either (a) a quorum is not present at the Meeting,
or (b) a quorum is present but sufficient votes in favor of a Proposal have not
been obtained, then the persons named as proxies may propose one or more
adjournments of the Meeting, without further notice to the shareholders of the
Fund, to permit further solicitation of proxies, provided such persons
determine, after consideration of all relevant factors, including the nature of
the Proposal, the percentage of votes then cast, the percentage of negative
votes then cast, the nature of the proposed solicitation activities and the
nature of the reasons for such further solicitation, that an adjournment and
additional solicitation is reasonable and in the interests of shareholders. The
persons named as proxies will vote those proxies that such persons are required
to vote FOR such Proposal, as well as proxies for which no vote has been
directed, in favor of such an adjournment and will vote those proxies required
to be voted AGAINST the Proposal against such adjournment.
BOARD RECOMMENDATION ON PROPOSALS
The Board recommends that shareholders vote FOR the Proposals.
AVAILABILITY OF ADDITIONAL INFORMATION ABOUT THE FUND
The Fund will furnish shareholders with free copies of its Prospectus, Statement
of Additional Information, as well as the most recent annual and semi-annual
reports, upon request. To obtain these free reports, please call the Fund's
transfer agent at 1-877-742-8061 or direct your written request to the Fund at
c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati OH
45246.
4
PROPOSAL 1: APPROVAL OF ADVISORY AGREEMENT
-------------------------------------------
GENERAL OVERVIEW
Church Capital Management, LLC ("CCM") has served as the investment adviser to
the Fund since its inception. On April 4, 2008, Sterling Financial Corporation,
then parent company of CCM, merged with and into The PNC Financial Services
Group, Inc. (the "Merger"). As a result of this Merger, CCM became a
wholly-owned subsidiary of The PNC Financial Services Group, Inc ("PNC").
Pursuant to the Investment Company Act of 1940, as amended (the "1940 Act"), a
change of control, such as resulting from the Merger, is considered to be a
prohibited assignment and, as a result, the Fund's then-existing advisory
agreement immediately terminated when the Merger became effective. However, in
anticipation of the Merger and to ensure continued services to the Fund, at an
in person meeting, the Board, including the Trustees who are not "interested
persons" of the Fund as that term is defined in the 1940 Act (the "Independent
Trustees"), approved an Interim Investment Advisory Agreement for the Fund with
CCM on April 4, 2008 ("Interim Agreement"). The Interim Agreement allows CCM to
continue to serve as investment adviser to the Fund for a period of 150 days
(i.e., through September 1, 2008), unless it is terminated sooner. The Interim
Agreement also provides that all advisory fees earned by CCM during its term
must be held in an interest-bearing escrow account, to be paid to CCM when the
Fund's shareholders approve a new advisory agreement between the Trust and CCM.
If the Fund's shareholders do not approve a new agreement, CCM will be paid the
LESSER of (a) costs incurred in performing its duties under the Interim
Agreement (plus interest earned on that amount while in escrow), or (b) the
total amount in the escrow account (plus interest earned).
At a meeting held on April 4, 2008, the Board, including a majority of the
Independent Trustees, approved a new investment advisory agreement for the Fund
("New Agreement"), in the form attached to this Proxy Statement as EXHIBIT A. If
approved by shareholders, the New Agreement will replace the Interim Agreement
and will take effect immediately upon shareholder approval.
Further, with respect to the New Agreement the Fund will comply with the terms
of Section 15(f) of the 1940 Act. Section 15(f) provides a non-exclusive safe
harbor for an investment adviser to an investment company, or any of its
affiliated persons, to receive any amount or benefit in connection with an
assignment of the investment advisory contract between the adviser and the
investment company, provided that two conditions are met. First, for a period of
three years after the assignment of the Former Agreement, at least 75% of the
board members of the Fund cannot be "INTERESTED PERSONS" (as defined in the 1940
Act) of CCM. The Board of Trustees of the Fund is currently in compliance with
this provision of Section 15(f) and intends to continue to comply with such
provision for the requisite period. Second, an "UNFAIR BURDEN" must not be
imposed upon the Fund as a result of this assignment or any express or implied
terms, conditions, or understandings applicable thereto. The term "UNFAIR
BURDEN" is defined in Section 15(f) to include any arrangement during the
two-year period after the effective time of the assignment whereby CCM, or any
interested person of CCM receives or is entitled to receive any compensation,
directly or indirectly, from the Fund or its shareholders (other than fees for
bona fide investment advisory or other services) or from any person in
connection with the purchase or sale of securities or other property to, from,
or on behalf of the Fund (other than bona fide ordinary compensation as
principal underwriter for the Fund). CCM shall only receive bona fide investment
advisory fees. In addition, the Fund may continue to execute portfolio
transactions for the Fund through an affiliated broker as long as such
transactions are in compliance with the Fund's Rule 17e-1 procedures. The Board
of Trustees has determined that the Fund shall be in compliance with this
provision of Section 15(f).
THE TERMS OF THE NEW AGREEMENT
The summary of the terms of the New Agreement set forth below is qualified in
its entirety by reference to the New Agreement itself, which is set forth as
EXHIBIT A to this Proxy Statement. The Board encourages you to read the New
Agreement in its entirety.
Except for the new effective date and non-material updating changes, the terms
of the New Agreement, including fees payable to CCM, are identical in all
material respects to the former agreement in effect prior to the Merger. For
example, the New Agreement provides that CCM will provide a continuous
investment program for the Fund, including investment research and management
with respect to all securities, investments, cash and cash equivalents of the
Fund. CCM will determine the securities and other investments to be purchased,
retained or sold by the Fund, in accordance with the Fund's investment objective
and policies as described herein and in its Prospectus. CCM will also place all
securities orders for the Fund, and determine the particular broker, dealer, or
issuer to place the related order. The New Agreement also requires CCM to adhere
to the Fund's brokerage policies in placing all orders, the substance of which
policies are that CCM must seek at all times the most favorable price and
execution for all securities brokerage transactions.
CCM will bear the cost of rendering the advisory services that it performs under
the New Agreement, and will, at its own expense, pay the compensation of any
Trustees, officers and employees of the Trust, if any, who are affiliated
persons of CCM. The Fund will bear all other operating costs and expenses from
its assets. As compensation for its advisory services, the Fund will pay CCM a
fee computed daily and paid monthly at an annual rate of 1.00% of its average
daily net assets.
5
In addition, CCM has agreed to retain the arrangement in place prior to the
Merger pursuant to which CCM agreed to reduce its advisory fees and/or reimburse
certain ordinary operating expenses to the extent necessary so that the Fund's
ordinary operating expenses do not exceed 1.25% of the Fund's average daily net
assets ("Expense Limitation Agreement"). The Fund's Expense Limitation Agreement
will remain in effect until the earlier to occur of (i) the Fund's closing, or
(ii) January 19, 2009. Any fee reductions or expense reimbursements by CCM under
the Expense Limitation Agreement are subject to repayment by the Fund within
three years from the fiscal year in which the expense was incurred, if the Fund
is able to make the repayment without exceeding its expense limitation in effect
at the time of the waiver or reimbursement. CCM's ability to seek reimbursement
from the Fund will terminate in the event the Fund's New Agreement is
terminated. In addition, the Board of Trustees has reserved the right to
terminate the Fund's Expense Limitation Agreement at any time, upon 60 days
advance written notice. If the Board of Trustees terminates the Expense
Limitation Agreement, CCM has no right or claim to recover any fee reductions
and expense reimbursements that have not been previously reimbursed.
The New Agreement provides for an initial two-year term and then will continue
in effect thereafter only if its continuance is approved at least annually by
the vote of a majority of the Board, including a majority of the Independent
Trustees. The New Agreement also provides that (a) the Fund may, at any time and
without the payment of any penalty, terminate the New Agreement upon sixty (60)
days' written notice to CCM, either by majority vote of the Trustees of the
Trust or by the vote of a majority of the outstanding voting securities of the
Fund; (b) the Agreement will immediately terminate in the event of its
assignment (to the extent required by the 1940 Act and the rules there under)
unless such automatic termination is prevented by an exemptive order of the
Securities and Exchange Commission; and (c) CCM may terminate the Agreement
without payment of penalty on sixty (60) days written notice to the Trust.
ADDITIONAL INFORMATION ABOUT THE FORMER AGREEMENT
The Trust's former advisory agreement with CCM for the Fund (the "Former
Agreement") was dated December 8, 2005, and was most recently approved by the
Board at a meeting held on October 22, 2007. The Former Agreement was approved
by the Fund's initial shareholder on December 9, 2005. As previously noted, the
Former Agreement terminated upon consummation of the Merger, and CCM has
continued to manage the Fund pursuant to an Interim Agreement dated as of April
4, 2008. The Interim Agreement was approved by the Board on April 4, 2008 and
was not submitted to shareholders for approval.
The following table provides information about the advisory fees that the Fund
has accrued since its inception, including the amount of advisory fees waived
and the expenses reimbursed by CCM pursuant to the Expense Limitation Agreement.
Advisory Fees Advisory Fee
Fiscal Year Ended Accrued Reductions Net Advisory Fees Paid
- -----------------------------------------------------------------------------------------
November 30, 2007 $348,141 $ 104,704 $243,437
- -----------------------------------------------------------------------------------------
November 30, 2006* $206,753 $ 104,130 $102,623
- -----------------------------------------------------------------------------------------
* For the period January 19, 2006 (commencement of investment operations)
through November 30, 2006.
Upon the termination of the Former Agreement, the original Expense Limitation
Agreement terminated as well. As a result of this termination, CCM is not
permitted to recover these previously reduced advisory fees.
FACTORS THE BOARD CONSIDERED IN APPROVING THE NEW AGREEMENT
The Board considered the approval of the proposed New Agreement at an in-person
meeting held on April 4, 2008. In evaluating the proposed New Agreement, the
Board reviewed, in advance of the meeting, materials and representations
furnished by CCM and PNC relevant to the Board's decision, including a summary
of the Merger and a discussion of PNC's future plans for both CCM and the Fund,
as well as proposed changes to the Fund's management team; CCM's Form ADV Part I
and II (which included a description of CCM's investment philosophy and
investment strategies); recent financial statements for both CCM and PNC; and
6
analyses of the comparative performance and expenses for the Fund and its peer
group (and/or benchmark). The Board also reviewed the proposed form of the
Fund's New Agreement and Expense Limitation Agreement, and held discussions with
representatives of both CCM and PNC. At the meeting, the Board further reviewed
PNC's plans with respect to the Fund with representatives from PNC. Throughout
this process the Board was advised by experienced legal counsel. After having
reviewed and evaluated the information above, and requested such additional
information as the Trustees deemed necessary to evaluate the terms of the Fund's
New Agreement, the Board determined to approve the proposed New Agreement based
on a number of factors, including the following:
(i) THE NATURE, EXTENT, AND QUALITY OF THE SERVICES PROVIDED BY CCM - After
reviewing CCM's proposed responsibilities and compensation under the proposed
New Agreement versus the Former Agreement, the Trustees noted that the terms of
the New Agreement are identical to those of the Former Agreement, except with
respect to the effective date and certain other non-material items discussed at
the meeting. The Trustees noted PNC's commitment to maintain a qualified
professional investment staff to manage the Fund, and further noted PNC's
representation that it did not intend to make any immediate changes to the
current investment staff of CCM. The Trustees concluded that the quality, extent
and nature of the services to be provided by CCM under the New Agreement were
satisfactory for the Fund.
(ii) THE INVESTMENT PERFORMANCE OF THE FUND AND CCM - The Trustees
reviewed the Fund's performance, and noted that the Fund performed in line with
its peer group of large blend funds for the 2007 calendar year, and
significantly outperformed the S&P 500 Index's return for the one-year period
ended February 29, 2008. The Trustees concluded that, based on the Fund's
performance record and the services provided by CCM, CCM has provided high
quality advisory services to the Fund. They also noted that the Fund's portfolio
managers are expected to continue to manage the Fund.
(iii) THE COSTS OF THE SERVICES TO BE PROVIDED AND PROFITS TO BE REALIZED
BY THE ADVISER AND ITS AFFILIATES FROM THE RELATIONSHIP WITH THE FUND - After
reviewing information relating to CCM's staffing, personnel and methods of
operating; the financial condition of PNC; the asset levels of the Fund; and the
overall expenses of the Fund, the Trustees noted that the advisory fees to be
paid under the New Agreement are the same as were paid under the Former
Agreement. The Trustees noted that the Fund's advisory fee is generally higher
than the average of its peer group, but that its overall expense ratio, after
fee reductions, was lower than the average for large blend funds with $50
million or less. The Trustees also noted that CCM has agreed to maintain the
existing expense limitation agreement for the Fund, and that PNC, based on its
most recent financial statements, appeared to have the necessary financial
resources to support CCM with respect to its financial obligations to the Fund.
The Trustees also considered the "fallout benefits" to CCM for managing the Fund
and the brokerage commissions received by Bainbridge Securities Inc., its
affiliated broker-dealer, for executing portfolio trades of the Fund. The
Trustees concluded that, although the advisory fees of the Fund are in the
higher range of fees for other comparably managed funds, the aggregate fees paid
to CCM and its affiliates appear to be reasonable given the Fund's performance
record, the quality of services provided and the relatively small size of the
Fund.
(iv) The extent to which economies of scale would be realized as the Fund
grows and whether advisory fee levels reflect these economies of scale for the
benefit of the Fund's investors - The Trustees noted that CCM is not currently
collecting its full advisory fees from the Fund due to its commitment to cap the
Fund's overall expenses. The Trustees concluded that, at current asset levels,
it would not be relevant to consider the extent to which economies of scale are
being realized, but that such a discussion may be more appropriate in the future
as the Fund's assets continue to grow.
Based on the foregoing, the Board of Trustees determined that the proposed New
Agreement is fair and in the best interests of the Fund and its shareholders.
The Trustees of the Trust (consisting entirely of Independent Trustees)
unanimously approved the New Agreement, and appointed CCM to serve as the
investment adviser to the Fund under the terms and conditions set forth in the
Fund's New Agreement, in each case subject to approval by shareholders.
7
ADDITIONAL INFORMATION ABOUT CCM
Located at 301 Oxford Valley Road, Suite 801B, Yardley, Pennsylvania 19067,
Church Capital Management, LLC has served as investment adviser to the Fund
since the Fund's inception in 2006, including, currently, pursuant to the
Interim Agreement. CCM has been managing money for individuals, banking and
thrift institutions, corporations, pension funds and profit sharing plans,
charitable organizations and other institutional investors since its founding in
1987. However, CCM does not manage any other mutual funds with similar or
related investment objectives. As of June 30, 2008, CCM managed assets of
approximately $2 billion.
CCM does not anticipate that the New Agreement will result in a reduction in the
nature, extent or quality of services provided to the Fund prior to the Merger,
or to have any adverse effect on CCM's ability to fulfill its obligations to the
Fund.
EXECUTIVE OFFICERS OF CCM. The following table sets forth information relating
to the executive officers and directors of CCM, including, where applicable, the
position that each holds with the Trust:
NAME AND ADDRESS TITLE AT CCM POSITION HELD WITH
TRUST
- ------------------------------------------------------------------------------------------------------------
Gregory A. Church* President, Director and Managing Member President
- ------------------------------------------------------------------------------------------------------------
Jerome H. Walther* Executive VP and Chief Compliance Officer N/A
- ------------------------------------------------------------------------------------------------------------
Malinda Powers Berardino* Executive VP, Chief Operating Officer, Director and N/A
Managing Member
- ------------------------------------------------------------------------------------------------------------
Bryan K. Garlock Vice President, Director and Managing Member N/A
Two PNC Plaza
620 Liberty Avenue
Pittsburgh, PA 15222
- ------------------------------------------------------------------------------------------------------------
Kevin A. McCreadie Vice President, Director and Managing Member N/A
Two Hopkins Plaza
Baltimore, MD 21201
- ------------------------------------------------------------------------------------------------------------
Willian H. Cevallos Vice President, Director and Managing Member N/A
1600 Market Street
Philadelphia, PA 19103
- ------------------------------------------------------------------------------------------------------------
George P. Long Assistant Secretary N/A
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222
- ------------------------------------------------------------------------------------------------------------
* The address for each of these individuals is 301 Oxford Valley Road,
Suite 801B, Yardley, Pennsylvania 19067.
ADDITIONAL INFORMATION ABOUT CCM'S PARENT COMPANY. Effective as of April 4,
2008, CCM became a wholly-owned subsidiary of The PNC Financial Service Group,
Inc. Located at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222, PNC is a
diversified financial services company that is listed on the New York Stock
Exchange. PNC is the parent company of both CCM and the Fund's principal
underwriter, Bainbridge Securities Inc.
RELATIONSHIP WITH TRUST. Mr. Gregory Church is an officer of the Trust and CCM.
No officer or other affiliated person of CCM serves as a Trustee of the Trust.
Furthermore, no Trustee of the Trust had any material transaction with CCM or
any of its affiliates (including PNC) during the fiscal year ended November 30,
2007, and has no material proposed transactions or arrangements as of the date
of this Proxy Statement.
PAYMENTS TO AFFILIATED PERSONS. Bainbridge Securities Inc., the Fund's principal
underwriter (the "Distributor"), also is a wholly-owned subsidiary of PNC and,
as such, is an affiliate of CCM. The Distributor does not receive any
compensation from the Fund for serving as Distributor. However, the
8
Distributor has served as an executing broker with respect to the Fund's
portfolio transactions and, in such position, receives brokerage commissions
from the Fund. During the fiscal year ended November 30, 2007, the Fund paid
brokerage commissions of $54,747 to the Distributor. The commissions paid to the
Distributor represented approximately 80.2% of the Fund's total commissions for
the 2007 fiscal year.
The Distributor will continue to serve as principal underwriter and may continue
to execute portfolio transactions on behalf of the Fund after the New Agreement
is approved by the Fund's shareholders.
EFFECTIVE DATE OF PROPOSED NEW AGREEMENT
If approved, the New Agreement will become effective immediately after the
Meeting.
BOARD RECOMMENDATION
The persons selected by the Board to act as proxies will vote on your behalf for
the proposed New Agreement, unless you withhold authority to vote for the New
Agreement in the proxy card. The Board is encouraging all shareholders to
participate in the governance of the Fund.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 1.
9
ADDITIONAL INFORMATION
----------------------
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
The table below sets forth information about the persons that held beneficially
5% or more of the outstanding shares of the Fund as of the Record Date. Any
shareholder who beneficially holds, directly or indirectly, more than 25% of the
Fund's voting securities may be deemed a "control person" (as defined in the
1940 Act) of the Fund. As a control person the shareholder's vote may have a
significant impact on the outcome of any Proposal submitted to the shareholders
for approval, including the Proposals set forth in this Proxy Statement. As of
the Record Date, the Trustees and Officers of the Trust owned less than 1% of
the outstanding shares of the Fund.
---------------------------------------------------------------------
NAME AND ADDRESS Percentage of Shares Owned
---------------------------------------------------------------------
*STRACO 35.35%
1097 Commercial Avenue
East Petersburg, PA 17520
-----------------------------------------------------------------
*STRAVEST 11.57%
P.O. Box 38
East Petersburg, PA 17520
-----------------------------------------------------------------
National Financial Services LLC 11.07%
200 Liberty Street
1 World Financial Center, 5th Floor
New York, New York 10281
-----------------------------------------------------------------
*An affiliated company of PNC Bank
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON. Each of CCM and PNC
has an interest in shareholders of the Fund approving the New Agreement in order
for CCM to receive the advisory fees earned and accrued since the effective date
of the Merger. Affiliates of CCM, PNC Bank, National Association, and PNC Bank,
Delaware (together, "PNC Bank"), may be deemed to be the beneficial owners of a
majority of the Fund's shares, for purposes of the federal securities laws,
because PNC Bank possesses sole or shared voting power for such shares. PNC Bank
does not, however, have any economic interest in such shares, which are held
solely for the benefit of their respective customers. As of the record date PNC
Bank owned 50.49% of the Fund's outstanding shares. PNC Bank has advised the
Fund that it intends to vote the shares in the Fund over which it has retained
voting power in a manner that is consistent with its fiduciary responsibilities.
NAMES AND ADDRESSES OF THE FUND'S OTHER SERVICE PROVIDERS
DISTRIBUTOR. Bainbridge Securities Inc., 301 Oxford Valley Road, Suite 801B,
Yardley, Pennsylvania 19067, serves as principal underwriter for the Fund
pursuant to a Distribution Agreement approved by the Board on April 4, 2008. The
Distributor is an affiliate of CCM and certain officers of the Trust may also be
officers of the Distributor. The Distributor sells shares of the Fund on a
continuous basis, and has agreed to use its best efforts to solicit orders for
the sale of Fund shares, but it is not obliged to sell any particular amount of
shares. The Distribution Agreement will automatically terminate in the event of
its assignment. The Distributor does not receive any compensation from the Fund
under the Distribution Agreement.
ADMINISTRATOR, FUND ACCOUNTING AND TRANSFER AGENCY SERVICES. Ultimus Fund
Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246, serves as
the Fund's administrator, fund accountant, transfer agent and dividend
disbursing agent ("Ultimus").
10
Ultimus maintains the records of each shareholder's account, answers
shareholders' inquiries concerning their accounts, processes purchases and
redemptions of the Fund's shares, acts as dividend and distribution disbursing
agent and performs other transfer agent and shareholder service functions. In
addition, Ultimus provides the Fund with fund accounting services, which
includes certain monthly reports, record keeping and other management-related
services.
CUSTODIAN. U.S. Bank, N.A., 425 Walnut Street, Cincinnati, Ohio, serves as
custodian for the investments of the Fund. As custodian, U.S. Bank, N.A. acts as
the Fund's depository, safekeeps its portfolio securities, collects all income
and other payments with respect thereto, disburses funds as instructed and
maintains records in connection with its duties.
SHAREHOLDER PROPOSALS
The Fund is not required to hold annual meetings of shareholders. Normally, the
Fund will not hold shareholder meetings for the purpose of electing Trustees of
the Trust unless and until such time as less than a majority of the Trustees
holding office have been elected by the shareholders, at which time the Trustees
then in office will call a shareholders' meeting for the election of Trustees.
A special meeting of shareholders may be called at any time by a majority of the
Trustees of the Trust. In addition, shareholders holding at least 25% of the
outstanding shares of the Fund may call a meeting in the event that the Trustees
fail to call a meeting within 30 days after request for the same from such
shareholders. Rule 14a-8 under the Securities Exchange Act of 1934, as amended,
requires that, to be considered for presentation at a shareholders' meeting, a
shareholder's proposal must, among other things, be received by the Fund a
reasonable time before a solicitation is made. Any shareholder of the Fund who
wishes to submit a proposal that satisfies the eligibility requirements of Rule
14a-8 for consideration at a special meeting of the Fund's shareholders should
send such proposal to the Church Capital Investment Trust c/o Church Capital
Management, LLC, 301 Oxford Valley Road, Yardley, PA 19067, Attn: Chief
Compliance Officer. The Chief Compliance Officer will present the proposal
received to the Board at its next regularly-scheduled meeting. Timely submission
of a proposal does not necessarily mean that such proposal will be included in a
proxy statement furnished by the Board. To the extent a shareholder proposal is
included in a proxy statement furnished by the Board or in its own separate
proxy statement, the shareholder making such proposal will be required to bear
the costs associated with including such proposal in the proxy statement, as
well as the costs of holding the special meeting of shareholders.
SOLICITATION OF PROXIES
Solicitation will be primarily by mail, but officers and employees of CCM or
Ultimus without compensation, may solicit shareholders by telephone or personal
contact. CCM and/or PNC will bear the routine costs and expenses in connection
with the shareholder meeting which includes any mailing, printing and tabulation
costs.
OTHER BUSINESS
The Board knows of no business to be brought before the Meeting other than the
matters set forth in this Proxy Statement. Should any other matter requiring a
vote of the shareholders of the Fund arise, however, the persons designated as
proxies will vote thereon according to their best judgment in the interests of
the Fund and its shareholders.
11
[LOGO] CHURCH CAPITAL CHURCH CAPITAL VALUE TRUST
INVESTMENT TRUST PROXY FOR SPECIAL MEETING OF SHAREHOLDERS - AUGUST 28, 2008
KNOW ALL PERSONS BY THESE PRESENTS THE UNDERSIGNED HEREBY APPOINTS JOHN F. SPLAIN AND WADE R. BRIDGE,
AND EITHER ONE OF THEM, ATTORNEY AND PROXY WITH FULL POWER OF SUBSTITUTION TO VOTE AND ACT FOR THE
UNDERSIGNED WITH RESPECT TO ALL SHARES OF CHURCH CAPITAL VALUE TRUST ("FUND"), A SERIES OF CHURCH
CAPITAL INVESTMENT TRUST (THE "TRUST") HELD BY THE UNDERSIGNED AT THE SPECIAL MEETING OF SHAREHOLDERS OF THE
FUND TO BE HELD AT 10:00 A.M., EASTERN TIME, ON AUGUST 28, 2008, AT THE OFFICES OF ULTIMUS FUND SOLUTIONS,
LLC, 225 PICTORIA DRIVE, SUITE 450, CINCINNATI OH 45246, AND AT ANY ADJOURNMENTS THEREOF ("MEETING"),
AND INSTRUCTS EACH OF THEM TO VOTE AS INDICATED ON THE MATTERS REFERRED TO IN THE PROXY STATEMENT FOR THE
MEETING, WITH DISCRETIONARY POWER TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
The attorneys named will vote the shares represented by this proxy in accordance with the choices made on
this ballot. If no choice is indicated as to the item, this proxy will be voted affirmatively on the matter.
Discretionary authority is hereby conferred as to all other matters as may properly come before the Meeting
or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
Registration here TRUSTEES OF THE TRUST. THIS PROXY, WHEN PROPERLY
EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" THE PROPOSAL.
- ----------------------------------------------------------------------------------------------------------------
PLEASE FOLD HERE AND RETURN ENTIRE BALLOT - DO NOT DETACH
CHURCH CAPITAL VALUE TRUST Proxy for
Special Meeting of Shareholders -- August 28, 2008
VOTE BY PHONE, BY MAIL OR VIA THE INTERNET! Please sign this proxy exactly as your name appears on
- ------------------------------------------- the books of the Fund. Joint owners should each sign
personally. Directors and other fiduciaries should
CALL: TO VOTE YOUR PROXY BY PHONE, CALL indicate the capacity in which they sign, and where more
1-866-437-4683 AND PROVIDE THE than one name appears, a majority must sign. If a
12-DIGIT CONTROL NUMBER FOUND ON THE corporation, this signature should be that of an
REVERSE SIDE OF THIS PROXY CARD. authorized officer who should state his or her title.
LOG-ON: TO VOTE ON THE INTERNET GO TO
WWW.PROXYONLINE.COM AND ENTER THE ------------------------------------------------
12-DIGIT CONTROL NUMBER FOUND ON THE SHAREHOLDER SIGN HERE
MAIL: TO VOTE YOUR PROXY BY MAIL CHECK THE
APPROPRIATE VOTING BOX ON THE ------------------------------------------------
REVERSE SIDE OF THIS PROXY CARD, JOINT OWNER SIGN HERE
SIGN AND DATE THE CARD AND RETURN IT
IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. ------------------------------------------------
DATE:
IT IS IMPORTANT THAT PROXIES BE VOTED PROMPTLY. EVERY SHAREHOLDER'S VOTE IS IMPORTANT.
CHURCH CAPITAL VALUE TRUST CONTROL NUMBER
------------------
xxxxxxxxxxxx
------------------
WE NEED YOUR PROXY VOTE AS SOON AS POSSIBLE.
YOUR PROMPT ATTENTION WILL HELP TO AVOID
THE EXPENSE OF FURTHER SOLICITATION.
Please remember to SIGN AND DATE THE REVERSE SIDE before mailing in your vote.
------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST. THIS PROXY, WHEN PROPERLY
EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL.
- ----------------------------------------------------------------------------------------------------------------
FOLD HERE
TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: | |
- ----------------------------------------------------------------------------------------------------------------
TO APPROVE THE PROPOSED ADVISORY AGREEMENT BETWEEN THE TRUST, ON BEHALF OF THE FUND, AND
CHURCH CAPITAL MANAGEMENT, LLC:
FOR AGAINST ABSTAIN
| | | | | |
- ----------------------------------------------------------------------------------------------------------------
12
EXHIBIT A
Advisory Agreement
-------------------
INVESTMENT ADVISORY AGREEMENT
THIS INVESTMENT ADVISORY AGREEMENT ("Agreement") made as of the _____ day
of _______, 2008 by and between Church Capital Management, LLC (the "Investment
Adviser"), a Pennsylvania limited liability company, and Church Capital
Investment Trust (the "Trust"), an Ohio business trust.
WHEREAS, the Trust is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "Act"), and
is currently authorized to issue separate series of shares, each having its own
investment objective, policies and restrictions, all as more fully described in
the prospectus and the statement of additional information constituting parts of
the Trust's Registration Statement on Form N-lA filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, and the Act (the "Registration Statement"); and
WHEREAS, the Trust is engaged in the business of investing and reinvesting the
assets of each of its series in securities ("the portfolio assets") of the type
and in accordance with the limitations specified in the Trust's Agreement and
Declaration of Trust (the "Declaration") and Registration Statement, and any
representations made in its prospectus and statement of additional information,
all in such manner and to such extent as may from time to time be authorized by
the Trustees; and
WHEREAS, the Trust has established Church Capital Value Trust (the "Fund") as a
series of the Trust, and wishes to employ the Investment Adviser to manage the
investment and reinvestment of the Fund's portfolio assets as above specified
and, without limiting the generality of the foregoing, to provide management and
other services specified below; and
WHEREAS, the Trust acknowledges that it has received prior to entering into this
Agreement a copy of Form ADV Part II as filed by the Investment Adviser with the
Commission.
NOW, THEREFORE, the parties agree as follows:
1. The Trust hereby appoints the Investment Adviser to supervise and
direct the investments of and for the Fund and as the Fund's agent and
attorney-in-fact with full discretionary and exclusive power and
authority to establish, maintain and trade in brokerage accounts for
and in the name of the Fund and to buy, sell and trade in all stocks,
bonds and other assets of the Fund. The Investment Adviser hereby
accepts such appointment and agrees to manage the portfolio assets in
a manner consistent with the investment objective, policies and
restrictions of the Fund and with applicable law.
2. Unless advised by the Trustees of the Trust of an objection, the
Investment Adviser may, to the extent permitted by applicable laws and
regulations, direct that a portion of the brokerage commissions that
may be generated by the Fund be applied to payment for brokerage and
research services. Brokerage and research services furnished by
brokers may include, but are not limited to, written information and
analyses concerning specific securities, companies or sectors; market,
financial and economic studies and forecasts as well as discussions
with research personnel; financial publications; and statistic and
pricing services utilized in the investment management process.
Brokerage and research services obtained by the use of commissions
arising from the Fund's portfolio transactions may be used by the
Investment Adviser in its other investment activities. In selecting
brokers and negotiating commission rates, the Investment Adviser will
take into account the financial stability and reputation of brokerage
firms and the brokerage, execution and research services provided by
such brokers. The benefits which the Fund may receive from such
services may not be in direct proportion to the commissions generated
by the Fund. The Trust acknowledges that since commission rates are
generally negotiable, selecting brokers on the basis of considerations
which are not limited to applicable commission rates may result in
higher transaction costs that would otherwise by obtainable.
3. The Investment Adviser may bunch orders for the Fund with orders for
the same security for other accounts managed by the Investment Adviser
or its affiliates. In such instances, the Fund will be charged the
average price per unit for the security in such transactions. Complete
records of such transactions will be maintained by the Investment
Adviser and will be made available to the Trust upon request.
13
4. The Investment Adviser shall report to the Board of Trustees at each
meeting thereof important developments affecting the portfolio assets
and on the Investment Adviser's own initiative will furnish the
Trustees from time to time with such information as the Investment
Adviser may believe appropriate for this purpose, whether concerning
the individual issuers whose securities are included in the portfolio
assets, the industries in which they engage, or the conditions
prevailing in the economy generally. The Investment Adviser will also
furnish the Trustees with such statistical and analytical information
with respect to the portfolio assets as the Investment Adviser may
believe appropriate or as the Trustees reasonably may request. In
making purchases and sales of the portfolio assets, the Investment
Adviser will bear in mind the policies set from time to time by the
Board of Trustees as well as the limitations imposed by the Trust's
Agreement and Declaration of Trust, and in the Trust's Registration
Statement, in each case as amended from time to time, the limitations
in the Act and of the Internal Revenue Code of 1986, as amended, in
respect of regulated investment companies and the investment
objective, policies and practices, including restrictions applicable
to the Fund's portfolio.
5. The Investment Adviser shall not be liable for any mistake of judgment
or in any event whatsoever, except for lack of good faith, provided
that nothing herein shall be deemed to protect, or purport to protect,
the Investment Adviser against any liability to the Fund or to its
security holders to which the Investment Adviser would otherwise be
subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or by reason of
the Investment Adviser's reckless disregard of its obligations and
duties hereunder. It is understood that the Investment Adviser may
perform various investment advisory and managerial services for
others, and the Trust agrees that the Investment Adviser may give
advice and take action in the performance of its duties with respect
to others which may differ from advice given or action taken with
respect to the Fund. Nothing contained herein shall in any way
constitute a waiver or limitation of any rights which the Fund or its
shareholders may have under common law, or any federal or state
securities laws.
6. This Agreement shall become effective on the date hereof and shall
remain in effect for a period of two years from such date, and shall
continue in effect from year to year thereafter so long as its
continuance is specifically approved at least annually by the Board of
Trustees or by a vote of a majority of the outstanding voting
securities (as defined in the Act) of the Fund, and, in either case,
by a vote, cast in person at a meeting called for the purpose of
voting on such approval, of a majority of the Trust's Trustees who are
not parties to this Agreement or interested persons, as defined in the
Act, of any party to this Agreement, and provided further, however,
that if the continuation of this Agreement is not approved, the
Investment Adviser may continue to render to the Fund the services
described herein in the manner and to the extent permitted by the Act
and the rules and regulations thereunder. Upon the effectiveness of
this Agreement, it shall supersede all previous agreements between the
parties covering the subject matter hereof. This Agreement may be
terminated at any time, without the payment of any penalty, by vote of
a majority of the outstanding voting securities (as defined in the
Act) of the Fund, or by a vote of the Board of Trustees on 60 days'
written notice to the Investment Adviser, or by the Investment Adviser
on 60 days' written notice to the Trust.
7. This Agreement shall not be amended unless such amendment is approved
by vote, cast in person at a meeting called for the purpose of voting
on such approval, of a majority of the Trust's Trustees who are not
parties to this Agreement or interested persons, as defined in the
Act, of any party to this Agreement (other than as Trustees of the
Trust), and, if required by law, by vote of a majority of the
outstanding voting securities (as defined in the Act) of the Fund.
8. This Agreement may not be assigned by the Investment Adviser and shall
terminate automatically in the event of any assignment by the
Investment Adviser. The term "assignment" as used in this paragraph
shall have the meaning ascribed thereto by the Act and any regulations
or interpretations of the Commission thereunder.
9. The Fund shall pay the Investment Adviser an investment advisory fee
equal to 1.00% per annum of the average daily net assets of the Fund.
The investment advisory fee will be computed and accrued daily and
paid monthly. The Investment Adviser's compensation for the period
from the date hereof through the last day of the month of the
effective date hereof will be prorated based on the proportion that
such period bears to the full month. In the event of any termination
of this Agreement, the Investment Adviser's compensation will be
calculated on the basis of a period ending on the last day on which
this Agreement is in effect, subject to proration based on the number
of days elapsed in the current period as a percentage of the total
number of days in such period
10. Unless otherwise agreed to in writing by the parties, the Fund shall
be responsible and hereby assumes the obligation for payment of all of
its expenses, including, but not limited to: (a) payment to the
Investment Adviser of the fee provided for in the foregoing paragraph;
(b) custody, administration and
14
transfer and dividend disbursing expenses; (c) fees of trustees who
are not affiliated persons of the Investment Adviser or any
administrator of the Trust; (d) legal and auditing expenses; (e)
clerical, accounting and other office costs; (f) the cost of personnel
providing services to the Fund, including Chief Compliance Officer
services; (g) costs of printing the Fund's prospectuses and
shareholder reports for existing shareholders; (h) cost of maintenance
of the Fund's corporate existence; (i) interest charges, taxes,
brokerage fees and commissions; (j) costs of stationery and supplies;
(k) expenses and fees related to registration and filing with the
Commission and with state regulatory authorities; (1) expenses related
to the filing of the Fund's proxy voting record; and (m) such
promotional, shareholder servicing and other expenses as may be
contemplated by one or more effective plans pursuant to Rule 12b-1
under the Act or one or more effective non-Rule 12b-1 shareholder
servicing plans, in each case provided, however, that the Fund's
payment of such promotional, shareholder servicing and other expenses
shall be in the amounts, and in accordance with the procedures, set
forth in such plan or plans.
11. Except to the extent necessary to perform the Investment Adviser's
obligations hereunder, nothing herein shall be deemed to limit or
restrict the right of the Investment Adviser or its members, officers
or employees to engage in any other business or to devote time and
attention to the management of other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of
any kind to any other individual or entity.
12. The validity of the Agreement and the rights and liabilities of the
parties hereunder shall be determined in accordance with the laws of
the Commonwealth of Pennsylvania without regard to its conflict of
laws provisions, provided, however, that nothing herein shall be
construed as being inconsistent with the Act.
13. A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of the State of Ohio, and notice is hereby
given that this instrument is executed on behalf of the Board of
Trustees of the Trust and not individually and that the obligations of
this instrument are not binding upon any of the Trustees, officers or
shareholders individually but are binding only upon the assets and
property of the Fund, and the Investment Adviser shall look only to
the assets of the Fund for the satisfaction of such obligations.
14. The Investment Adviser shall promptly notify the Trust of any change
in the ownership or control of the Investment Adviser.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
CHURCH CAPITAL INVESTMENT TRUST
By:
---------------------------------
Gerald L. Printz, Chairman
CHURCH CAPITAL MANAGEMENT, LLC
By:
---------------------------------
15