COMPLIANCE CONSULTING AGREEMENT
THIS AGREEMENT is made as of this 7th day of August, 2006, by and between
WILLIAMSBURG INVESTMENT TRUST (the "Trust"), a Massachusetts business trust, and
ULTIMUS FUND SOLUTIONS, LLC ("Ultimus"), a limited liability company organized
under the laws of the State of Ohio and having its principal place of business
at 000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxx 00000.
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust desires that Ultimus perform certain services for the
Trust as required by Rule 38a-1 under the 1940 Act ("Rule 38a-1"); and
WHEREAS, Ultimus is willing to perform such services on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. RETENTION OF ULTIMUS.
The Trust hereby retains Ultimus to provide the Trust with the services as
set forth below. Ultimus hereby accepts such retention to perform such duties.
(a) Ultimus will provide an individual with the requisite background and
familiarity with the Federal Securities Laws (as defined in Rule
38a-1) to serve as the Chief Compliance Officer ("CCO") and to
administer the Trust's policies and procedures adopted pursuant to
Rule 38a-1.
(b) Ultimus will assist in the preparation and implementation of written
policies and procedures reasonably designed to prevent violation of
the Federal Securities Laws by the Trust, including policies and
procedures that provide for the oversight of compliance by each
investment adviser, principal underwriter, administrator, and
transfer agent of the Trust.
(c) The CCO shall provide at least annually, or more often as the Board
of Trustees of the Trust reasonably requests, a written report to
the Board that addresses, at a minimum:
1. The operation of the policies and procedures of the Trust and
each investment adviser, principal underwriter, administrator,
and transfer agent of the Trust, and any material changes made
to those policies and procedures since the date of the last
report; and
2. Each Material Compliance Matter (as defined in Rule 38a-1)
that occurred since the date of the last report.
(d) The CCO shall, no less frequently than annually, meet separately
with the Trust's Independent Trustees.
(e) Ultimus shall maintain the following books and records on behalf of
the Trust:
1. A copy of the Trust's Compliance Policies and Procedures
adopted by the Trust pursuant to Rule 38a-1 that are in
effect, or at any time within the past five years were in
effect, in an easily accessible place;
2. Copies of materials provided to the Board of Trustees in
connection with their approval under Rule 38a-1, and written
reports provided to the Board of Trustees pursuant to
paragraph Rule 38a-1 for at least five years after the end of
the fiscal year in which the documents were provided, the
first two years in an easily accessible place; and
3. Any records documenting the Trust's annual review pursuant to
Rule 38a-1 for at least five years after the end of the fiscal
year in which the annual review was conducted, the first two
years in an easily accessible place.
2. COMPENSATION.
Ultimus shall receive compensation for the services to be provided under
this Agreement in accordance with, and in the manner set forth in, Schedule A
attached hereto, as such Schedule may be amended from time to time.
3. REIMBURSEMENT OF EXPENSES.
In addition to the fees described in Schedule A attached hereto, Ultimus
shall be promptly reimbursed for its reasonable out-of-pocket expenses in
providing services hereunder.
4. EFFECTIVE DATE.
This Agreement shall become effective as of the date first written above.
5. TERMINATION OF THIS AGREEMENT.
This Agreement may be terminated, without penalty, (i) by the Trust at any
time upon written notice to Ultimus, or (ii) by Ultimus upon ninety (90) days'
prior written notice to the Trust.
6. STANDARD OF CARE.
The duties of Ultimus shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be asserted against Ultimus
hereunder. Ultimus shall be obligated to exercise care and diligence in the
performance of its duties hereunder and to act in good faith in performing the
services provided for under this Agreement. Ultimus shall be liable for any
damages arising directly or indirectly out of Ultimus' failure to perform its
duties under this Agreement to the extent such damages arise directly or
indirectly out of Ultimus' willful misfeasance, bad faith, negligence in the
performance of its duties, or reckless disregard of its obligations and duties
hereunder.
Without limiting the generality of the foregoing or any other provision of
this Agreement, Ultimus shall not be liable for losses beyond its reasonable
control, provided that Ultimus has acted in accordance with the standard of care
set forth above. Ultimus may consult with counsel for the Trust or its own
counsel and with accountants and other experts with respect to any matter
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arising in connection with Ultimus' duties hereunder, and Ultimus shall not be
liable or accountable for any action taken or omitted by it in good faith in
accordance with such instruction or with the reasonable opinion of such counsel,
accountants or other experts qualified to render such opinion.
7. INDEMNIFICATION.
The Trust agrees to indemnify and hold harmless Ultimus and its officers,
employees and agents, including the CCO (the "Indemnified Parties") from and
against any and all actions, suits, claims, losses, damages, costs, charges,
reasonable counsel fees and disbursements, payments, expenses and liabilities
(including reasonable investigation expenses) (collectively, "Losses") arising
directly or indirectly out of any action or omission to act which an Indemnified
Party takes (i) at any request or on the direction of or in reliance on the
reasonable advice of the Trust, (ii) upon any instruction, notice or other
instrument that the Indemnified Party reasonably believes to be genuine and to
have been signed or presented by a duly authorized representative of the Trust
(other than an employee or other affiliated person of Ultimus who may otherwise
be named as an authorized representative of the Trust for certain purposes) or
(iii) on the Indemnified Party's own initiative, in good faith and in accordance
with the standard of care set forth herein, in connection with the performance
of the Indemnified Party's duties or obligations hereunder; provided, however
that the Trust shall have no obligation to indemnify or reimburse an Indemnified
Party under this Article 7 to the extent that the Indemnified Party is entitled
to reimbursement or indemnification for such Losses under any liability
insurance policy described in this Agreement or otherwise.
Indemnified Parties shall not be indemnified against or held harmless from
any Losses arising directly or indirectly out of their own willful misfeasance,
bad faith, negligence in the performance of their duties, or reckless disregard
of their obligations and duties hereunder.
8. RIGHTS OF OWNERSHIP; RETURN OF RECORDS.
All records and other data except computer programs and procedures
developed to perform services required to be provided by Ultimus are the
exclusive property of the Trust and all such records and data will be furnished
to the Trust in appropriate form as soon as practicable after termination of
this Agreement for any reason. Ultimus may at its option at any time, and shall
promptly upon the Trust's demand, turn over to the Trust and cease to retain
Trust files, records and documents created and maintained by Ultimus pursuant to
this Agreement which are no longer needed by Ultimus in the performance of its
services or for its legal protection. If not so turned over to the Trust, (1)
such documents and records will be copied and complete copies shall be delivered
to the Trust by Ultimus as soon as reasonably practical, and (2) the original
documents and records will be retained by Ultimus for six years from the year of
creation. At the end of such six-year period, such records and documents will be
turned over to the Trust unless the Trust authorizes in writing the destruction
of such records and documents.
9. INSURANCE.
The Trust shall maintain professional liability insurance coverage that
covers the duties and responsibilities of the CCO (who shall be named as an
officer of the Trust) in providing the services under this Agreement. The Trust
shall notify Ultimus should any of its insurance coverage be canceled or
reduced. Such notification shall include the date of change and the reasons
therefor. Ultimus shall notify the Trust of any material claims with respect to
services performed under this Agreement, whether or not they may be covered by
insurance.
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10. AMENDMENTS TO AGREEMENT.
This Agreement, or any term thereof, may be changed or waived only with
the written approval of the Board of Trustees of the Trust.
11. NOTICES.
Any notice provided hereunder shall be sufficiently given when sent by
registered or certified mail to the party required to be served with such
notice, at the following address: if to the Trust, c/o Sullivan & Worcester LLP,
Xxx Xxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attn: X. Xxx X. Xxxxxx,
Esq.; and if to Ultimus, at 000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxx
00000, Attn: Xxxxxx X. Xxxxxx; or at such other address as such party may from
time to time specify in writing to the other party pursuant to this Section.
12. GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the
State of Ohio without giving effect to the provisions thereof relating to
conflicts of law. To the extent that the applicable laws of the State of Ohio,
or any of the provisions herein, conflict with the applicable provisions of the
1940 Act, the latter shall control.
13. LIMITATION OF LIABILITY.
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, 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 Trust, and Ultimus shall look only to
the assets of the Trust for the satisfaction of such obligations.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
WILLIAMSBURG INVESTMENT TRUST
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Title: Chairman
ULTIMUS FUND SOLUTIONS, LLC
By: /s/ Xxxxxx X. Xxxxxx
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Title: President
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SCHEDULE A
TO THE AGREEMENT BETWEEN
WILLIAMSBURG INVESTMENT TRUST
AND
ULTIMUS FUND SOLUTIONS, LLC
FEES AND EXPENSES
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Ultimus shall receive the fees described below. Such fees are computed
separately with respect to each Fund Complex (i.e., The Jamestown Funds, the
Xxxxxxx, Xxxxx & Xxxxxx Funds, The Government Street Funds, and The Xxxxxxxxx
Equity Fund) and are payable monthly.
BASE FEE:
o $1,250 per month for a single series of the Fund Complex
o Each additional series in the Fund Complex increases the base fee by
$150* per month
ASSET-BASED FEE:
o .01% per annum (1 basis point) on average net assets of the Fund
Complex in excess of $100 million
* Except that such fee is $300 per month for The Jamestown
International Equity Fund in recognition of its international
nature and the Fund's sub-advisory relationship
OUT-OF-POCKET EXPENSES:
The fees set forth above shall be in addition to the payment of reasonable
out-of-pocket expenses, as provided for in Section 3 of this Agreement.
