INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, entered into as of August 1, 2001, by and between
WILLIAMSBURG INVESTMENT TRUST, a Massachusetts business trust (the "Trust"), on
behalf of THE JAMESTOWN FIXED INCOME FUND, and XXXX, XXXXXXXXXXXXX & COMPANY,
INC., a Virginia corporation (the "Adviser"), registered as an investment
adviser under the Investment Advisers Act of 1940, as amended.
WHEREAS, the Trust is registered as a no-load, 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 Fixed Income Fund series
of the Trust, and the Adviser is willing to do 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 Fixed Income Fund series of the Trust (the
"Fund") for the period and on 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 Adviser with copies
properly certified or authenticated of each of the following:
(a) The Trust's Declaration of Trust, as filed with the Commonwealth
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, 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;
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(e) The Fund'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 of 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 SEC 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
and other services, or who recommend or sell Fund shares, and
(ii) broker who are affiliated with the Trust or the
Adviser, 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 Fund.
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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.
5. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Adviser hereby 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 1940 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 Fund. 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 the entire cost of the promotion and sale of
Fund shares.
Notwithstanding the foregoing, the Fund 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) Cost 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 Trustees desire to limit Fund expenses to 2%
of average daily net assets. The Adviser agrees to reimburse the Fund
for any expenses incurred over 2% of average daily net assets. The
Adviser shall in no event be
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required to reimburse an amount greater than its fees received from the
Fund pursuant to paragraph 7, below.
7. COMPENSATION. For the services provided and the expenses assumed by the
Adviser pursuant to this Agreement, the Fund will pay the Adviser and
the Adviser will accept as full compensation an investment advisory
fee, based upon the daily average net assets of the Fund, computed at
the end of each month and payable within five (5) business days
thereafter, according to the following schedule:
Net Assets Annual Rate
---------- -----------
First $500 million 0.375%
All over $500 million 0.300%
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 willful 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 direct result of (i) a breach of fiduciary duty with respect
to the receipt of compensation for services; or (ii) willful
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, (iii) dismissal of 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
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"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
been pending or threatened (such quorum of 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 as 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 willful 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 indemnification 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
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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 be effective on the
date hereof and, unless sooner terminated as provided herein, shall
continue in effect until March 31, 2003. Thereafter, this Agreement
shall be renewable for successive periods of one year each, provided
such continuance is specifically approved annually:
(a)By a vote of the 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 0000 Xxx) 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.
The 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 this
change, waiver, discharge or termination is sought. No material
amendment of this Agreement shall be effective until approved by a vote
of the holders of a majority of the Fund's outstanding voting
securities (as defined in the 1940 Act).
11. SHAREHOLDER LIABILITY. The Adviser is hereby expressly put on
notice of the limitation of shareholder liability as set forth in the
Agreement and Declaration of Trust of the Trust, which is on file with
the Secretary of the Commonwealth of Massachusetts, and agrees that
obligations assumed by the Trust pursuant to this Agreement shall be
limited in all cases to the Fund and its assets. The Adviser agrees
that it shall not seek satisfaction of any such obligations from the
shareholders or any individual shareholder of the Fund, nor from the
Trustees or any individual Trustee of the Trust.
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12. 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.
13. APPLICABLE LAW. This Agreement shall be construed in accordance
with, and governed by, the laws of the Commonwealth 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: /s/ Xxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxx
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Title: Secretary Title: Chairman
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ATTEST: XXXX, XXXXXXXXXXXXX & COMPANY, INC.
By: /s/ By: /s/ Xxxxxx Xxxxxxxxxxxxx III
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Title: Secretary Title: President
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