INTERIM INVESTMENT ADVISORY AGREEMENT
THIS INTERIM INVESTMENT ADVISORY AGREEMENT ("Agreement") made as of the 4th
day of April, 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, subject to the requirements of Rule 15a-4 under
the Act; 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 no more than 150 days.
Notwithstanding the foregoing:
(a) the Trust may, at any time and without the payment of any
penalty, terminate this Agreement upon 10 days written notice of
a decision to terminate this Agreement by (i) the Board of
Trustees; or (ii) the vote of a majority of the outstanding
voting securities (as defined in the Act) of the Fund;
(b) the Investment Adviser may, at any time and without the payment
of any penalty, terminate this Agreement upon 60 days written
notice to the Trust;
(c) this Agreement shall terminate immediately upon the effectiveness
of any new investment advisory agreement between the Trust and
the Investment Adviser that has been approved by a majority of
the Fund's outstanding voting securities (as defined in the Act)
at a meeting called for that purpose; and
(d) this Agreement shall automatically terminate 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.
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.
This Agreement may not be assigned by the Investment Adviser.
8. For its services under this Agreement, the Investment Adviser shall be
entitled to 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 to the Investment Adviser as
provided below. 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.
During the term of this Agreement, the investment advisory fee earned
by the Investment Adviser shall be held in an interest-bearing escrow
account with the Fund's custodian, U.S. Bank, N.A. located at 000
Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000, and shall be paid out to the
Investment Adviser as follows:
(a) if a majority of the Fund's outstanding voting securities (as
defined in the Act) approve a new investment advisory agreement
with the Investment Adviser on or before the date that this
Agreement is terminated pursuant to Section 6 above, the amount
in the escrow account (including interest earned) shall be paid
to the Investment Adviser; or
(b) if a majority of the Fund's outstanding voting securities (as
defined in the Act) do not approve a new investment advisory
agreement with the Investment Adviser, the Investment Adviser
shall be paid, out of the escrow account, the lesser of:
1. any costs incurred by Investment Adviser in performing this
Agreement (including any interest earned on that amount
while in escrow); OR
2. the total amount in the escrow account (including interest
earned).
9. 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.
10. 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.
11. 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.
12. 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.
13. 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. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
