CHANGE IN SUBADVISER

As required byProposed Sub-Advisory Agreement, the 1940 Act, the Belle Haven Agreement provided that the Adviser or the Board may terminate the Belle Haven Agreement, without penalty, on sixty days’ written noticeSub-Adviser will cease to Belle Haven.  The Adviser was notified by Belle Haven of its intent to terminate the Agreement and after discussions between the Adviser and Belle Haven, they mutually agreed that the Agreement would terminate on January 27, 2009.

From January 27, 2009 through April 6, 2009, the Adviser acted as the sole investment adviserprovide sub-advisory services to the Fund without the assistance of any subadviser, pursuantupon or prior to the termsexpiration of the Advisory Agreement betweenInterim Sub-Advisory Agreement. In that event, the AdviserBoard will consider alternatives for the Fund, including closing and liquidating the Trust dated December 3, 2001.

INTERIM AGREEMENT

Section 15(a) of the 1940 Act provides that it is unlawful for any person or entity to act as an investment adviser to a fund, unless the investment advisory services provided by the adviser are provided pursuant to a written contract that is approved by a vote of a majority of the outstanding voting securities of the fund. However, Rule 15a-1 under the 1940 Act permits a person or an entity to provide investment advisory services to a fund pursuant to a contract that has not been approved by the shareholders of the fund (an “interim contract”) provided that (a) the entity acting pursuant to the interim contract is not an affiliated person of the fund or any principal underwriter of the fund; (b) the compensation received by the entity under the interim contract is no greater than (i) $100 or (ii) $2,500 and not more than 1/40 of 1 percent of the value of the fund’s net assets averaged over the current fiscal year or taken as of a definit e date or dates within the year; and (c) the aggregate compensation of all investment advisers to the investment company (including the fund) operating pursuant to contracts exempt under Rule 15a-1 in any fiscal year is either (x) not more than $200, or (y) not more than 1/20 of 1 percent of the value of the investment company’s net assets (including the fund’s net assets) averaged over the year or taken as of a definite date or dates within the year.

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To ensure the continuity of advisory services provided to the Fund, the Trustees, including a majority of the Independent Trustees voting in person and separately, approved on April 6, 2009 an interim investment subadvisory agreement between the Adviser and Orion (the “Interim Agreement”).  The Interim Agreement contains substantially the same terms and conditions as the Belle Haven Agreement, but provides that no compensation shall be paid to Orion under the Interim Agreement.

The Interim Agreement became effective as of April 7, 2009 (the “Effective Date”), and shall automatically terminate upon the first of the following to occur: (1) approval of a final investment subadvisory agreement by a majority of the outstanding voting securities of the Fund (as sought in this proxy statement); (2) September 5, 2009; (3) in the event of a change in control of Orion and subsequent “assignment” of the Interim Agreement (except as otherwise permitted by the 1940 Act or rules thereunder); (4) by the Trustees or the shareholders, without payment of any penalty at any time, upon ten (10) days’ written notice to Orion; or (5) by the Adviser, without the payment of any penalty, upon sixty (60) days’ written notice to Orion.

NEW ADVISORY AGREEMENT

Because the Adviser cannot expect Orion to serve as subadviser to the Fund indefinitely without receiving a fee from the Adviser, and because the Interim Agreement will terminate automatically no later than 150 days after April 7, 2009, the Board of Trustees of the Trust was asked to consider a new investment subadvisory contract arrangement between the Adviser and Orion. The new Investment Subadvisory Agreement (the “Proposed Agreement”) would begin after its approval by the shareholders of the Fund. Other than the fees to be paid by the Adviser to Varsity for its services to the Subadviser (described below),Fund under the Proposed Agreement contains substantiallySub-Advisory Agreement. The Board considered that the same terms and conditions as the Interim Agreement.

FollowingBoard based its determination on the total mix of information available to it. Based on a discussionconsideration of all the merits Orion as a subadviser andfactors in their totality, the potential costs and benefits to the Fund (see “CHANGE IN SUBADVISER” above, and “MATTERS CONSIDERED BY THE TRUSTEES” below), and to ensure the continuity of investment subadvisory services provided to Fund, the Trustees,Board, including a majority of the Independent Trustees, voting in person and separately, approveddetermined that the Proposed Sub-Advisory Agreement, and recommended that shareholders approveincluding the Proposed Agreement to take effect immediately after the meeting of Shareholders.

INFORMATION CONCERNING ORION CAPITAL MANAGEMENT, INC.

All information in this proxy statement concerning Orion Capital Management, Inc. has been provided by Orion Capital Management, Inc. Orion Capital Management, Inc., with offices at 750 Green Bay Road, Winnetka, IL 60093, is an Illinois corporation and has been registered with the Securities and Exchange Commission as an investment advisercompensation payable under the Investment Advisers Act of 1940 since November 20, 1991. Orion investsagreement, was fair and advises in excess of $90,000,000 in client assets through managed accounts and consulting agreements.  

The officers, directors, and significant shareholders of Orion are listed in Appendix B.

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TERMS OF THE PROPOSED AGREEMENT WITH ORION CAPITAL MANAGEMENT, INC.

Shareholders are being asked to approve the Proposed Agreement between the Adviser and Orion Capital Management, Inc.  The only material difference between the Proposed Agreement and the currently effective Interim Agreement is the compensation to be paid by the Adviser to Orion.  This will not result in any additional fees or expensesreasonable to the Fund, as the compensation is paid by the Adviser out of its own assets.Fund.  The following discussion of the Proposed Agreement is qualified in its entirety by reference to the form of the Proposed Agreement set forth in Appendix C.

As under the Interim Agreement, and like Belle Haven under the Belle Haven Agreement, Orion agrees to act as the investment subadviser for the Fund and manage the investment and reinvestment of the assets of the Fund subject to the supervision of the Board, of Trustees and the Adviser.  Orion will be responsible for complying with the Fund’s stated policies and all applicable laws. As payment for its services, the Adviser will pay Orion an annual fee based upon a percentage of average daily net assets of the Fund:  0.25% of the Fund’s average daily net assets.  This fee is paid entirely by the Adviser out of its own assets.  

In the absence of willful misfeasance, bad faith or gross negligence or reckless disregard of its obligations and duties, Orion will not be subject to liability to the Fund or any shareholder for any act or omission in the course of, or in connection with, rendering services under the Proposed Agreement or for any losses that may be sustained in the purchase, holding or sale of any security.  This is no different than Belle Haven’s liabilities under the Belle Haven Agreement or Orion’s liabilities under the Interim Agreement.

The Proposed Agreement shall become effective upon approval after the Special Meeting of Shareholders in accordance with the 1940 Act. Unless sooner terminated as provided, it shall remain in effect for an initial period of two years. Thereafter, subject to the termination provisions, the Proposed Agreement shall continue in force from year to year, but only as long as such continuance is specifically approved, at least annually, in the manner required by the 1940 Act; provided, however, that if the continuation of the Proposed Agreement is not approved, Orion may continue to serve in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. In addition, the Proposed Agreement shall automatically terminate in the event of an assignment (except as otherwise permitted by the 1940 Act or rules thereunder) and may be terminated by the Adviser or the Trust, without payment of any penalty at a ny time, upon 60 days’ written notice to Orion.

The Board of Trustees has approved a change in the Fund’s name from “Monetta Intermediate Bond Fund” to “Orion/Monetta Intermediate Bond Fund”.  The name change will become effective simultaneously with the approval by the shareholders of the Proposed Agreement.

If the Proposed Agreement is not approved by the Shareholders at the Meeting, the Interim Agreement with Orion will continue in effect for the remainder of its 150-day period (unless terminated sooner). After the expiration of such 150-day period, it is anticipated that the Adviser will act as the sole investment adviser to the Fund while the Trustees consider other courses of action.

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MATTERS CONSIDERED BY THE TRUSTEES

At their special meeting on April 6, 2009, the Trustees, including a majority of the Independent Trustees, meeting in person, discussedtherefore determined that the proposed change in the subadviser to the Fund, the Interim Agreement, and the Proposed Agreement. At that meeting, the Trustees, including all of the Independent Trustees, approved the Proposed Agreement to take effect following approval by shareholders, and also called for a meeting of shareholders to approve the Proposed Agreement.

The Board also reviewed the impact of this change of subadviser on the Fund.  The Board approved the Adviser’s recommendation to approve the Interim Agreement, while at the same time seeking shareholder approval of the Proposed Sub-Advisory Agreement for the Fund.  The Adviser presented the Board with a draft form of the Interim Agreement between the Adviser and Orion, which, with the exception of the subadviser receiving no compensation, did not differ significantly from the Belle Haven Agreement previously approved by the shareholders on March 29, 2007, and renewed by the Board in conformance with the requirements of the 1940 Act.  The Adviser also presented the Board with a draft form of the Proposed Agreement between the Adviser and Orion, which did not differ significantly from the Belle Haven Agreement.  The process of the Board’s earlier renewal of the Belle Haven Agreement is discussed in greater deta il in the Fund’s Annual Report for the period ended December 31, 2008.

With respect to each of the Interim and Proposed Agreements, the Board considered factors such as (i) the nature, extent and quality of services to be provided by Orion under the Interim Agreement and Proposed Agreement; (ii) the performance of the Fund under the Belle Haven Agreement, and the performance of Orion’s private accounts with similar investment strategies to the Fund; (iii) the cost of the services to be provided and profits to be realized by Orion and its affiliates under the Interim Agreement and Proposed Agreement; (iv) the extent to which economies of scale will be realized as the Fund grows; and (v) whether the fee schedules under the Interim Agreement and Proposed Agreement reflect those economies of scale.

The Board examined performance information of the Fund and data comparing the Fund to its benchmark.  The Board also reviewed the fee schedules for the Fund, which did not, and are not expected to, change since the Adviser paid all of Belle Haven’s fees under the Belle Haven Agreement and the Adviser plans to pay Orion’s fees under the Proposed Agreement, and also reviewed the profitability of Orion.   The Board also noted that, despite the change in fees to be paid to the Fund’s subadviser under the Interim Agreement as compared to either the Belle Haven Agreement or the Proposed Agreement, there were no changes in the compensation to be paid to the Adviser or increases in the Fund’s expenses under the Interim Agreement or Proposed Agreement from the Belle Haven Agreement.  The Board also noted that the proposed fee schedule contains no "breakpoints" at higher levels.  W hile this could result in profits to Orion, the Board found that any such profits would not be excessive at the Fund's current or recent asset levels.  If the Fund subsequently grows dramatically in assets and the Board were to determine that Orion's profits under the Proposed Agreement are excessive, the Board would consider modifying the Proposed Agreement to include breakpoints in Orion's fees; however, the Board felt that such breakpoints are unnecessary at the present time given the asset size of the Fund and the fees expected to be earned by Orion.  The Board also noted that there would be no changes in the duties to be performed by Orion under the Interim Agreement or Proposed Agreement from those performed by Belle Haven under the Belle Haven Agreement.   The Board also discussed the possibility of increased marketing and assets under the Fund’s management that could result from Orion’s other relationships and past performance history.

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Shareholders wishing to submitmeetings in the future. Shareholder proposals for inclusion in a proxy statement for a future shareholderany subsequent meeting should send their written submissions to Monetta Trust, 1776-A South Naperville Road, Suite 100, Wheaton, IL 60189.

Proposalsof the Trust’s shareholders must be received by the Trust a reasonable period of time in advance of a proxy solicitationprior to be included.  Submission of a proposal does not guarantee inclusion in a proxy statement because the proposal must comply with certain federal securities regulations

SHAREHOLDER REPORTS

Sub-Adviser agrees to notify Adviser of any change in Sub-Adviser's senior officers, portfolio managers, and directors within a reasonable time after such change.  Sub-Adviser further agrees to provide Adviser with any amendments to Parts I and II of its Form ADV within a reasonable time after such amendments and notify Adviser of any regulatory, civil

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 or criminal proceedings, actions or complaints involving the Sub-Adviser or its affiliates within a reasonable time.

(g)

This Agreement may be amended in accordance with the 1940 Act.