PROXY STATEMENT

April 15, 2004

General. To the shareholders of the Fort Pitt ^® Capital Total Return Fund (the “Fund”), a series of the Fort Pitt Capital Funds (the “Trust”), an open-end management investment company, for a Special Meeting of shareholders of the Fund (“Meeting”) to be held on May 14, 2004.

This Proxy Statement is furnished by the Trust to the shareholders of the Fund on behalf of the Trust’s Board of Trustees in connection with the Fund’s solicitation of shareholders’ proxies for use at a Meeting to be held May 14, 2004, at 9:00 a.m., Eastern time, at the offices of Fort Pitt Capital Group, Inc. (the “Advisor”), for the purposes set forth below and in the accompanying Notice of Special Meeting. The approximate mailing date of this Proxy Statement to shareholders is April 15, 2004. At the Meeting, the shareholders of the Fund will be asked:

 

 

Record Date/Shareholders Entitled to Vote. The Fund is a separate investment series, or portfolio, of the Trust, a Delaware statutory trust and registered investment company under the 1940 Act. The record holders of outstanding shares of the Fund are entitled to vote one vote per share (and a fractional vote per fractional share) on all matters presented at the Meeting. Shareholders of the Fund at the close of business on March 31, 2004 will be entitled to be present and vote at the Meeting. As of that date, there were 1,567,115 shares of the Fund outstanding and entitled to vote, representing total net assets of approximately $20,973,148.

 

Voting Proxies. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by completing, dating, signing and returning the enclosed proxy card. Properly executed proxies will be voted as you instruct by the persons named in the accompanying proxy statement. In the absence of such direction, however, the persons named in the accompanying proxy statement intend to vote FOR each proposal and may vote in their discretion with respect to other matters not now known to the Board of Trustees that may be presented to the Meeting. Shareholders who execute proxies may revoke them at any time before they are voted, either by writing to the Secretary of the Trust, Douglas W. Kreps, c/o Fort Pitt Capital Group, Inc., 790 Holiday Drive, Foster Plaza Eleven, Pittsburgh, Pennsylvania 15220, or in person at the time of the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting, and any adjournments thereof, as instructed. Attendance by a shareholder at the Meeting does not, in itself, revoke a proxy.

 

Along with the approval of the Board of Trustees of the Trust, including a majority of its trustees who are not considered to be “interested persons” of the Fund as that term is defined in the 1940 Act (“Independent Trustees”), the affirmative vote of the holders of a majority of the outstanding shares of the Fund is required for each of the Advisory Agreement and the Distribution Plan to become effective. “Majority” for this purpose, as permitted under the Investment Company Act, means the lesser of (1) 67% of the voting securities present at the meeting if more than 50% of the outstanding voting securities are present, or (2) shares representing more than 50% of the outstanding shares. All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked thereon. Proxies received prior to the Meeting on which no vote is indicated will be voted “for” each proposal as to which it is entitled to vote.

Quorum Required to Hold Meeting. In order to transact business at the Meeting, a “quorum” must be present. Under the Trust’s By-Laws and Delaware law, a quorum is constituted by the presence in person or by proxy of 40% of the outstanding shares of the Fund entitled to vote at the Meeting.
 

Abstentions and broker non-votes (i.e., proxies from brokers or nominees indicating that they have not received instructions from the beneficial owners on an item for which the brokers or nominees do not have discretionary power to vote) will be treated as present for determining whether a quorum is present with respect to a particular matter. Abstentions and broker non-votes will not, however, be counted as voting on any matter at the Meeting when the voting requirement is based on achieving a percentage of the “voting securities present.” If any proposal requires the affirmative vote of the Fund’s outstanding shares for approval, a broker non-vote or abstention will have the effect of a vote against the proposal.

If a quorum of shareholders of the Fund is not present at the Meeting, or if a quorum is present but sufficient votes to approve a proposal are not received, the persons named as proxies may, but are under no obligation to, propose one or more adjournments of the Meeting for a period or periods not more than sixty (60) days in the aggregate to permit further solicitation of proxies. Any business that might have been transacted at the Meeting may be transacted at any such adjourned session(s) at which a quorum is present. The Meeting may also be adjourned from time to time by a majority of the votes of the Fund properly cast upon the question of adjourning the Meeting to another date and time, whether or not a quorum is present. With respect to each proposal, the persons named as proxies will vote all proxies in favor of adjournment that voted in favor of a particular proposal (including abstentions and broker non-votes), and vote against adjournment all proxies that voted against such proposal. Abstentions and broker non-votes will have the same effect at any adjourned meeting as noted above.

Method and Cost of Proxy Solicitation. Proxies will be solicited by the Trust primarily by mail. Although it is not anticipated, the solicitation may also include telephone, facsimile, electronic or oral communications by certain officers or employees of the Fund, the Advisor, or U.S. Bancorp Fund Services, LLC (“USBFS”), the Fund’s administrator, who will not be paid for these services. USBFS will pay the costs of the Meeting and the expenses incurred in connection with the solicitation of proxies, which will include reasonable fees paid to a proxy solicitation service for its printing and mailing efforts. The Fund anticipates that such fees will amount to approximately $2,500, all of which will be paid by USBFS. The Fund, the Advisor or USBFS may also request broker-dealer firms, custodians, nominees and fiduciaries to forward proxy materials to the beneficial owners of the shares of the Fund held of record by such persons. If requested, USBFS shall reimburse such broker-dealer firms, custodians, nominees and fiduciaries for their reasonable expenses incurred in connection with such proxy solicitation, including reasonable expenses in communicating with persons for whom they hold shares of the Fund.

 

Other Information. As noted above, the Fund’s current investment advisor is Fort Pitt Capital Group, Inc., 790 Holiday Drive, Foster Plaza Eleven, Pittsburgh, Pennsylvania 15220. The Fund’s distributor and principal underwriter is Quasar Distributors, LLC, 615 East Michigan Street, Milwaukee, Wisconsin, 53202. In addition to serving as the Fund’s administrator, USBFS also serves as the Fund’s transfer and dividend disbursing agent. USBFS is located at 615 East Michigan Street, Milwaukee, Wisconsin, 53202.