INVESTMENT ADVISORY AGREEMENT
THIS INVESTMENT ADVISORY AGREEMENT ("Agreement") made as of the 28th day
of August, 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.
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 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: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Chairman
CHURCH CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxxxx X. Church
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Xxxxxxx X. Church, President
