INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
------- ---------------------
1 Declaration of Trust*
2 Bylaws*
3 Not Applicable
4 See Exhibits 1 and 2
5 (i) Form of Investment Advisory Agreement
(ii) Form of Sub-Advisory Agreement
6 Not Applicable
7 Not Applicable
8 Custodian Agreement*
9 Administration, Accounting and
Transfer Agency Agreement*
10 Opinion and Consent of Counsel*
11 Not Applicable
12 Not Applicable
13 Not Applicable
14 Not Applicable
15 Not Applicable
16 Not Applicable
17 Not Applicable
18 Not Applicable
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* Previously filed as Exhibit to Registration
Statement on Form N-1A
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, entered into as of April 1, 1996, by and between THE JAMESTOWN
INTERNATIONAL EQUITY FUND of WILLIAMSBURG INVESTMENT TRUST, a Massachusetts
Business Trust (the "Trust"), and Xxxx, Xxxxxxxxxxxxx & Xxxxxxxxxx, Inc., a
Virginia corporation (the "Adviser"), registered as an investment adviser
under the Investment Advisers Act of 1940, as amended (the "Advisers Act").
WHEREAS, the Trust is registered as a no-load, diversified, open-end
management investment company of the series type under the Investment Company
Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust desires to retain the Adviser to furnish investment
advisory and administrative services to The Jamestown International Equity
Fund series of the Trust, and the Adviser is willing to so furnish such
services;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Trust hereby appoints the Adviser to act as investment
adviser to The Jamestown International Equity Fund series of the Trust
(the "Fund") for the period and on the terms set forth in this Agreement.
The Adviser accepts such appointment and agrees to furnish the services
herein set forth, for the compensation herein provided.
2. DELIVERY OF DOCUMENTS. The Trust has furnished the Investment Adviser
with copies properly certified or authenticated of each of the following:
(a) The Trust's Declaration of Trust, as filed with the State of
Massachusetts (such Declaration, as presently in effect and as it
shall from time to time be amended, is herein called the
"Declaration");
(b) The Trust's Bylaws (such Bylaws, as presently in effect and as they
shall from time to time be amended, are herein called the "Bylaws");
(c) Resolutions of the Trust's Board of Trustees authorizing the
appointment of the Adviser and approving this Agreement;
(d) The Trust's Registration Statement on Form N-1A under the 1940 Act
and under the Securities Act of 1933, as amended (the "1933 Act"),
relating to shares of beneficial interest of the Trust (herein
called the "Shares") as filed with the Securities and Exchange
Commission ("SEC") and all amendments thereto;
(e) The Trust's Prospectus (such Prospectus, as presently in effect and
all amendments and supplements thereto are herein called the
"Prospectus").
The Trust will furnish the Adviser from time to time with copies,
properly certified or authenticated, of all amendments of or supplements
to the foregoing at the same time as such documents are required to be
filed with the SEC.
3. MANAGEMENT. Subject to the supervision of the Trust's Board of Trustees,
the Adviser will provide a continuous investment program for the Fund,
including investment research and management with respect to all
securities, investments, cash and cash equivalents in the Fund. The
Adviser will determine from time to time what securities and other
investments will be purchased, retained or sold by the Fund. The Adviser
will provide the services under this Agreement in accordance with the
Fund's investment objectives, policies and restrictions as stated in its
Prospectus. The Adviser further agrees that it:
(a) Will conform its activities to all applicable Rules and Regulations
of the Securities and Exchange Commission and will, in addition,
conduct its activities under this Agreement in accordance with
regulations of any other Federal and State agencies which may now or
in the future have jurisdiction over its activities under this
Agreement;
(b) Will place orders pursuant to its investment determinations for the
Fund either directly with the issuer or with any broker or dealer.
In placing orders with brokers or dealers, the Adviser will attempt
to obtain the best net price and the most favorable execution of its
orders. Consistent with this obligation, when the Adviser believes
two or more brokers or dealers are comparable in price and
execution, the Adviser may prefer: (i) brokers and dealers who
provide the Fund with research advice or other valuable services, or
who recommend or sell Fund shares, and (ii) brokers who are
affiliated with the Trust or its Adviser(s), PROVIDED, HOWEVER, that
in no instance will portfolio securities be purchased from or sold
to the Adviser or any affiliated person of the Adviser in principal
transactions;
(c) Will provide certain executive personnel for the Trust as may be
mutually agreed upon from time to time with the Board of Trustees,
the salaries and expenses of such personnel to be borne by the
Adviser unless otherwise mutually agreed upon; and
(d) Will provide, at its own cost, all office space, facilities and
equipment necessary for the conduct of its advisory activities on
behalf of the Trust.
Notwithstanding the foregoing, the Adviser may obtain the services of an
investment counselor or sub-adviser of its choice subject to the approval
of the Board of Trustees. The cost of employing such counselor or sub-
adviser will be paid by the Adviser and not by the Trust.
4. SERVICES NOT EXCLUSIVE. The advisory services furnished by the Adviser
hereunder are not to be deemed exclusive, and the Adviser shall be free
to furnish similar services to others so long as its services under this
Agreement are not impaired thereby provided, however, that without the
written consent of the Trustees, the Adviser will not serve as investment
adviser to any other investment company having a similar investment
objective to that of the Fund.
5. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Adviser xxxxxx agrees that all records which it
maintains for the benefit of the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records
upon the Trust's request. The Adviser further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act the records required
to be maintained by it pursuant to Rule 31a-1 under the Act that are not
maintained by others on behalf of the Trust.
6. EXPENSES. During the term of this Agreement, the Adviser will pay all
expenses incurred by it in connection with its investment advisory
services pertaining to the Trust. In the event that there is no
distribution plan under Rule
12b-1 of the 1940 Act in effect for the Fund, the Adviser will pay, out
of the Adviser's resources generated from sources other than fees
received from the Trust, the entire cost of the promotion and sale of
Fund shares.
Notwithstanding the foregoing, the Trust shall pay the expenses and costs
of the following:
(a) Taxes, interest charges and extraordinary expenses;
(b) Brokerage fees and commissions with regard to portfolio transactions
of the Fund;
(c) Fees and expenses of the custodian of the Fund's portfolio
securities;
(d) Fees and expenses of the Fund's administration agent, the Fund's
transfer and shareholder servicing agent and the Fund's accounting
agent or, if the Trust performs any such services without an agent,
the costs of the same;
(e) Auditing and legal expenses;
(f) Cost of maintenance of the Trust's existence as a legal entity;
(g) Compensation of trustees who are not interested persons of the
Adviser as that term is defined by law;
(h) Costs of Trust meetings;
(i) Federal and State registration or qualification fees and expenses;
(j) Costs of setting in type, printing and mailing Prospectuses, reports
and notices to existing shareholders;
(k) The investment advisory fee payable to the Adviser, as provided in
paragraph 7 herein; and
(l) Distribution expenses, but only in accordance with any Distribution
Plan as and if approved by the shareholders of the Fund.
It is understood that the Trust may desire to register the Fund's shares
for sale in certain states which impose expense limitations on mutual
funds. The Trust agrees that it will register the Fund's shares in such
states only with the prior written consent of the Adviser. It is further
understood that the Trustees desire to limit Fund expenses to 2% of
average daily net assets, if such state limitations are not so
restrictive. The Adviser agrees to reimburse the Trust an amount equal
to any excess expenses incurred over the lesser of either (i) the most
stringent of such states' limitations in which the Fund's shares are
registered, or (ii) 2% of average daily net assets. The Adviser shall in
no event be required to reimburse an amount greater than its fees
received from the Trust pursuant to paragraph 7, below.
7. COMPENSATION. For the services provided and the expenses assumed by the
Adviser pursuant to this Agreement, the Trust will pay the Adviser and
the Adviser will accept as full compensation an investment advisory fee,
computed at the end of each month and payable within five (5) business
days thereafter, at the annual rate of 1% of the Fund's average daily net
assets.
8.(a) LIMITATION OF LIABILITY. The Adviser shall not be liable for any error
of judgment, mistake of law or for any other loss whatsoever suffered
by the Trust in connection with the performance of this Agreement,
except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services or a loss resulting from
wilful misfeasance, bad faith or gross negligence on the part of the
Adviser in the performance of its duties or from reckless disregard by
it of its obligations and duties under this Agreement.
8.(b) INDEMNIFICATION OF ADVISER. Subject to the limitations set forth in
this Subsection 8(b), the Trust shall indemnify, defend and hold
harmless (from the assets of the Fund or Funds to which the conduct in
question relates) the Adviser against all loss, damage and liability,
including but not limited to amounts paid in satisfaction of judgments,
in compromise or as fines and penalties, and expenses, including
reasonable accountants' and counsel fees, incurred by the Adviser in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or
administrative or legislative body, related to or resulting from this
Agreement or the performance of services hereunder, except with respect
to any matter as to which it has been determined that the loss, damage
or liability is a direct result of (i) a breach of fiduciary duty with
respect to the receipt of compensation for services; or (ii) wilful
misfeasance, bad faith or gross negligence on the part of the Adviser
in the performance of its duties or from reckless disregard by it of
its duties under this Agreement (either and both of the conduct
described in clauses (i) and (ii) above being referred to hereinafter
as "DISABLING CONDUCT"). A determination that the Adviser is entitled
to indemnification may be made by (i) a final decision on the merits by
a court or other body before whom the proceeding was brought that the
Adviser was not liable by reason of Disabling Conduct, (ii) dismissal
of a court action or an administrative proceeding against the Adviser
for insufficiency of evidence of Disabling Conduct, or (iii) a
reasonable determination, based upon a review of the facts, that the
Adviser was not liable by reason of Disabling Conduct by: (a) vote of a
majority of a quorum of Trustees who are neither "interested persons"
of the Trust as the quoted phrase is defined in Section 2(a)(19) of the
1940 Act nor parties to the action, suit or other proceeding on the
same or similar grounds that is then or has een pending or threatened
(such quorum of such Trustees being referred to hereinafter as the
"INDEPENDENT TRUSTEES"), or (b) an independent legal counsel in a
written opinion. Expenses, including accountants' and counsel fees so
incurred by the Adviser (but excluding amounts paid in satisfaction of
judgments, in compromise or as fines or penalties), may be paid from
time to time by the Fund or Funds to which the conduct in question
related in advance of the final disposition of any such action, suit or
proceeding; PROVIDED, that the Adviser shall have undertaken to repay
the amounts so paid if it is ultimately determined that indemnification
of such expenses is not authorized under this Subsection 8(b) and if
(i) the Adviser shall have provided security for such undertaking, (ii)
the Trust shall be insured against losses arising by reason of any
lawful advances, or (iii) a
majority of the Independent Trustees, or an independent legal counsel in a
written opinion, shall have determined, based on a review of readily available
facts (as opposed to a full trial-type inquiry), that there is reason to
believe that the Adviser ultimately will be entitled to indemnification
hereunder.
As to any matter disposed of by a compromise payment by the Adviser
referred to in this Subsection 8(b), pursuant to a consent decree or
otherwise, no such indemnification either for said payment or for any
other expenses shall be provided unless such indemnification shall be
approved (i) by a majority of the Independent Trustees or (ii) by an
independent legal counsel in a written opinion. Approval by the
Independent Trustees pursuant to clause (i) shall not prevent the
recovery from the Adviser of any amount paid to the Adviser in
accordance with either of such clauses if indemnification of the
Adviser is subsequently adjudicated by a court of competent
jurisdiction not to have acted in good faith in the reasonable belief
that the Adviser's action was in or not opposed to the best interests
of the Trust or to have been liable to the Trust or its Shareholders by
reason of wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in its conduct under the Agreement.
The right of indemnification provided by this Subsection 8(b) shall not
be exclusive of or affect any of the rights to which the Adviser may be
entitled. Nothing contained in this Subsection 8(b) shall affect any
rights to indemnification to which Trustees, officers or other
personnel of the Trust, and other persons may be entitled by contract
or otherwise under law, nor the power of the Trust to purchase and
maintain liability insurance on behalf of any such person.
The Board of Trustees of the Trust shall take all such action as may be
necessary and appropriate to authorize the Trust hereunder to pay the
indemnification required by this Subsection 8(b) including, without
limitation, to the extent needed, to determine whether the Adviser is
entitled to indemnification hereunder and the reasonable amount of any
indemnity due it hereunder, or employ independent legal counsel for
that purpose.
8.(c) The provisions contained in Section 8 shall survive the expiration or
other termination of this Agreement, shall be deemed to include and
protect the Adviser and its directors, officers, employees and agents
and shall inure to the benefit of its/their respective successors,
assigns and personal representatives.
9. DURATION AND TERMINATION. This Agreement shall become effective on the
date hereof and, unless sooner terminated as provided herein, shall
continue in effect until April 1, 1998. Thereafter, this Agreement
shall be renewable for successive periods of one year each, PROVIDED
such continuance is specifically approved annually:
(a) By the vote of a majority of those members of the Board of
Trustees who are not parties to this Agreement or interested
persons of any such party (as that term is defined in the 1940
Act), cast in person at a meeting called for the purpose of voting
on such approval; and
(b) By vote of either the Board or a majority (as that term is defined
in the 1940 Act) of the outstanding voting securities of the Fund.
Notwithstanding the foregoing, this Agreement may be terminated by the
Fund or by the Adviser at any time on sixty (60) days' written notice,
without the payment of any penalty, provided that termination by the
Fund must be authorized either by vote of the Board of Trustees or by
vote of a majority of the outstanding voting securities of the Fund.
This Agreement will automatically terminate in the event of its
assignment (as that term is defined in the 1940 Act).
10. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by a written
instrument signed by the party against which enforcement of the change,
waiver, discharge or termination is sought. No material amendment of
this Agreement shall be effective until approved by vote of the holders
of a majority of the Fund's outstanding voting securities (as defined
in the 1940 Act).
11. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. If
any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the
Agreement shall not be affected thereby. This Agreement shall be
binding and shall inure to the benefit of the parties hereto and their
respective successors.
12. APPLICABLE LAW. This Agreement shall be construed in accordance with,
and governed by, the laws of the State of Virginia.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year
first above written.
ATTEST: WILLIAMSBURG INVESTMENT TRUST
By:____________________ By:_________________________
Title:_________________ Title:______________________
ATTEST: XXXX, XXXXXXXXXXXXX & XXXXXXXXXX, INC.
By:____________________ By:_________________________
Title:_________________ Title:______________________
