SUB-ADVISORY AGREEMENT
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Xxxxxxx International Advisors, L.P.
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Gentlemen:
Williamsburg Investment Trust (the "Trust") is a diversified, open-end
management investment company registered under the Investment Company Act of
1940, as amended (the "Act"), and subject to the rules and regulations
promulgated thereunder. The Trust's shares of beneficial interest are divided
into separate series or funds. Each such share of a fund represents an
undivided interest in the assets, subject to the liabilities, allocated to
that fund. Each fund has separate investment objectives and policies. The
Jamestown International Equity Fund (the "Fund") has been established as a
series of the Trust.
Xxxx, Xxxxxxxxxxxxx & Xxxxxxxxxx, Inc. (the "Adviser") acts as the
investment manager for the Fund pursuant to the terms of an Investment
Advisory Agreement. The Adviser is responsible for the coordination of
investment of the Fund's assets in portfolio securities. However, specific
portfolio purchases and sales for the investment portfolio of the Fund are to
be made by advisory organizations recommended by the Adviser and approved by
the Board of Trustees and shareholders of the Trust.
1. APPOINTMENT AS AN ADVISER. The Trust being duly authorized hereby
appoints and employs Xxxxxxx International Advisors, L.P. (the "Sub-Adviser")
as the discretionary portfolio manager of the Fund, on the terms and
conditions set forth herein.
2. ACCEPTANCE OF APPOINTMENT; STANDARD OF PERFORMANCE. The Sub-Adviser
accepts the appointment as the discretionary portfolio manager and agrees to
use its best professional judgment to make timely investment decisions for the
Fund in accordance with the provisions of this Agreement.
3. PORTFOLIO MANAGEMENT SERVICES OF SUB-ADVISER. The Sub-Adviser is
hereby employed and authorized to select portfolio securities for investment
by the Fund, to purchase and sell securities of the Fund, and upon making any
purchase or sale decision, to place orders for the execution of such portfolio
transactions in accordance with paragraphs 5 and 6 hereof. In providing
portfolio management services to the Fund, the Sub-Adviser shall be subject to
such investment restrictions as are set forth in the Act and the rules
thereunder, the Internal Revenue Code, applicable state securities laws, the
supervision and control of the Board of Trustees of the Trust, such specific
instructions as the Board of Trustees may adopt and communicate to the Sub-
Adviser, the investment objectives, policies and restrictions of the Fund
furnished pursuant to paragraph 4, the provisions of Schedule A hereto and
instructions from the Adviser. The Sub-Adviser is not authorized by the Fund
to take any action, including the purchase or sale of securities for the Fund,
in contravention of any restriction, limitation, objective, policy or
instruction described in the previous sentence. The Sub-Adviser shall
maintain on behalf of the Fund the records listed in Schedule A hereto (as
amended from time to time). At the Trust's reasonable request, the Sub-
Adviser will consult with the Adviser with respect to any decision made by it
with respect to the investments of the Fund.
4. INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS. The Trust will
provide the Sub-Adviser with the statement of investment objectives, policies
and restrictions applicable to the Fund as contained in the Fund's
registration statements under the Act and the Securities Act of 1933, and any
instructions adopted by the Board of Trustees supplemental thereto. The Trust
will provide the Sub-Adviser with such further information concerning the
investment objectives, policies and restrictions applicable thereto as the
Sub-Adviser may from time to time reasonably request. The Trust retains the
right, on written notice to the Sub-Adviser from the Trust or the Adviser, to
modify any such objectives, policies or restrictions in any manner at any
time.
5. TRANSACTION PROCEDURES. All transactions will be consummated by
payment to or delivery by ____________________ or any successor custodian (the
"Custodian"), or such depositories or agents as may be designated by the
Custodian in writing, as custodian for the Fund, of all cash and/or securities
due to or from the Fund, and the Sub-Adviser shall not have possession or
custody thereof. The Sub-Adviser shall advise the Custodian and confirm in
writing to the Trust and to the Adviser all investment orders for the Fund
placed by it with brokers and dealers. The Sub-Adviser shall issue to the
Custodian such instructions as may be appropriate in connection with the
settlement of any transaction initiated by the Sub-Adviser. It shall be the
responsibility of the Sub-Adviser to take appropriate action if the Custodian
fails to confirm in writing proper execution of the instructions.
6. ALLOCATION OF BROKERAGE. The Sub-Adviser shall have the authority
and discretion to select brokers and dealers to execute portfolio transactions
initiated by the Sub-Adviser, and for the selection of the markets on or in
which the transactions will be executed.
A. In doing so, the Sub-Adviser will give primary consideration to
securing the best net price and the most favorable execution, taking into
account such factors as price (including the applicable brokerage commission
or dealer spread), the execution capability, financial responsibility and
responsiveness of the broker or dealer and the brokerage and research services
provided by the broker or dealer. It is understood that neither the Fund, the
Adviser nor the Sub-Adviser have adopted a formula for allocation of the
Fund's investment transaction business. Consistent with the Rules of Fair
Practice of the National Association of Securities Dealers, Inc., and subject
to seeking best qualitative execution, the Sub-Adviser may give consideration
to sales of shares of the Fund as a factor in the selection of brokers and
dealers to execute portfolio transactions of the Fund.
On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Fund as well as other clients, the
Sub-Adviser, to the extent permitted by applicable laws and regulations, may,
but shall be under no obligation to, aggregate the securities to be sold or
purchased in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. In such event, allocation of the
securities so purchased or sold, as well as expenses incurred in the
transaction, will be made by the Sub-Adviser in the manner it considers to be
the most equitable and consistent with its fiduciary obligations to the Fund
with respect to the Fund and to such other clients.
For each fiscal quarter of the Fund, the Sub-Adviser shall prepare and
render reports to the Adviser and the Trust's Board of Trustees of the total
brokerage business placed and the manner in which the allocation has been
accomplished. Such reports shall set forth at a minimum the information
required to be maintained by Rule 31a-1(b)(9) under the Act.
B. (1) Notwithstanding anything to the contrary set forth herein,
the Trust, on behalf of the Fund, and the Adviser authorize the Sub-Adviser to
use one or more affiliates of the Sub-Adviser, or other parties related to the
Sub-Adviser, as brokers for effecting securities transactions on behalf of the
Fund, and to pay reasonable brokerage commissions therefor.
(2) The Sub-Adviser has furnished the Trust and the Adviser
with the reasonably available information that the Sub-Adviser reasonably
believes to be necessary for the Fund to determine whether the authorization
described in subparagraph (B)(1) should be made, including a description of
the Sub-Adviser's brokerage practices and any other reasonably available
information that the Trust and the Adviser have requested.
(3) The Trust and the Adviser further consent to the purchase
or sale by the Sub-Adviser (or the recommendation for the purchase or sale)
for the account of the Fund any security in which Dresdner Bank, Dresdner
Securities (USA), Inc. or any of their related entities makes a market or for
which it is an underwriter; provided, that in each such case (i) the Sub-
Adviser has conducted an independent analysis of the security in the same
manner and to the same extent as if the security were not underwritten or
dealt in by an affiliate, and (ii) such security is purchased from or sold to
a non-affiliated party.
7. PROXIES. The Trust will vote all proxies solicited by or with
respect to the issuers of securities in which assets of the Fund may be
invested from time to time. At the Fund's request, the Sub-Adviser shall
provide the Trust with its recommendations as to the voting of such proxies.
8. REPORTS TO THE SUB-ADVISER. The Trust will provide the Sub-Adviser
with such periodic reports concerning the status of the Fund as the Sub-
Adviser may reasonably request.
9. FEES FOR SERVICES. For the services provided to the Fund, the
Adviser (not the Fund) shall pay the Sub-Adviser a fee equal to one-half of
the advisory fee (net of fee waivers, whether they be required by law or
undertaken voluntarily) received by the Adviser from the Fund.
The Sub-Adviser's fees shall be payable monthly within ten days following
the end of each month. Pursuant to the provisions of the Investment Advisory
Agreement between the Trust and the Adviser, the Adviser is solely responsible
for the payment of fees to the Sub-Adviser, and the Sub-Adviser agrees to seek
payment of the Sub-Adviser's fees solely from the Adviser.
10. OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Trust
acknowledges that the Sub-Adviser or one or more of its affiliates may have
investment responsibilities or render investment advice to or perform other
investment advisory services for other individuals or entities and that the
Sub-Adviser, its affiliates or any of its or their directors, officers, agents
or employees may buy, sell or trade in any securities for its or their
respective accounts ("Affiliated Accounts"). Subject to the provisions of
paragraph 2 hereof, the Trust agrees that the Sub-Adviser or its affiliates
may give advice or exercise investment responsibility and take such other
action with respect to other Affiliated Accounts which may differ from the
advice given or the timing or nature of action taken with respect to the Fund,
provided that the Sub-Adviser acts in good faith, and provided further, that
it is the Sub-Adviser's policy to allocate, within its reasonable discretion,
investment opportunities to the Fund over a period of time on a fair and
equitable basis relative to the Affiliated Accounts, taking into account the
investment objectives and policies of the Fund and any specific investment
restrictions applicable thereto. The Trust acknowledges that one or more of
the Affiliated Accounts may at any time hold, acquire, increase, decrease,
dispose of or otherwise deal with positions in investments in which the Fund
may have an interest from time to time, whether in transactions which involve
the Fund or otherwise. The Sub-Adviser shall have no obligation to acquire
for the Fund a position in any investment which any Affiliated Account may
acquire, and the Trust shall have no first refusal, co-investment or other
rights in respect of any such investment, either for the Fund or otherwise.
11. CERTIFICATE OF AUTHORITY. The Trust, the Adviser and the Sub-
Adviser shall furnish to each other from time to time certified copies of the
resolutions of their Board of Trustees or Board of Directors or executive
committees, as the case may be, evidencing the authority of officers and
employees who are authorized to act on behalf of the Trust, the Fund, the
Adviser and/or the Sub-Adviser.
12. LIMITATION OF LIABILITY. The Sub-Adviser shall not be liable for
any action taken, omitted or suffered to be taken by it in its reasonable
judgment, in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement, or in
accordance with (or in the absence of) specific directions or instructions
from the Trust, provided, however, that such acts or omissions shall not have
resulted from the Sub-Adviser's willful misfeasance, bad faith or gross
negligence, a violation of the standard of care established by and applicable
to the Sub-Adviser in its actions under this Agreement or breach of its duty
or of its obligations hereunder. Nothing in this paragraph 12 shall be
construed in a manner inconsistent with Sections 17(h) and (i) of the Act.
13. CONFIDENTIALITY. Subject to the duty of the Sub-Adviser and the
Trust to comply with applicable law, including any demand of any regulatory or
taxing authority having jurisdiction, the parties hereto shall treat as
confidential all information pertaining to the Fund and the actions of the
Sub-Adviser and the Trust in respect thereof.
14. ASSIGNMENT. No assignment of this Agreement shall be made by the
Sub-Adviser, and this Agreement shall terminate automatically in the event of
such assignment. The Sub-Adviser shall notify the Trust in writing
sufficiently in advance of any proposed change of control, as defined in
Section 2(a)(9) of the Act, as will enable the Trust to consider whether an
assignment will occur, and to take the steps necessary to enter into a new
contract with the Sub-Adviser.
15. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE TRUST. The Trust
represents, warrants and agrees that:
A. The Sub-Adviser has been duly appointed by the Board of
Trustees of the Trust to provide investment services to the Fund as
contemplated hereby.
B. The Trust will deliver to the Sub-Adviser a true and complete
copy of its then current prospectus and statement of additional information as
effective from time to time and such other documents or instruments governing
the investments of the Fund and such other information as is necessary for the
Sub-Adviser to carry out its obligations under this Agreement.
C. The Trust is currently in compliance and shall at all times
comply with the requirements imposed upon the Fund by applicable laws and
regulations.
16. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE SUB-ADVISER. The
Sub-Adviser represents, warrants and agrees that:
A. The Sub-Adviser is registered as an "investment adviser" under
the Investment Advisers Act of 1940.
B. The Sub-Adviser will maintain, keep current and preserve on
behalf of the Fund, in the manner and for the time periods required or
permitted by the Act, the records identified in Schedule A. The Sub-Adviser
agrees that such records (unless otherwise indicated on Schedule A) are the
property of the Trust, and will be surrendered to the Trust promptly upon
request.
C. The Sub-Adviser will complete such reports concerning purchases
or sales of securities on behalf of the Fund as the Adviser or the Trust may
from time to time require to ensure compliance with the Act, the Internal
Revenue Code and applicable state securities laws.
D. The Sub-Adviser will adopt a written code of ethics complying
with the requirements of Rule 17j-1 under the Act and will provide the Trust
with a copy of the code of ethics and evidence of its adoption. Within forty-
five (45) days of the end of the last calendar quarter of each year while this
Agreement is in effect, the president or a vice president of the Sub-Adviser
shall certify to the Trust that the Sub-Adviser has complied with the
requirements of Rule 17j-1 during the previous year and that there has been no
violation of the Sub-Adviser's code of ethics or, if such a violation has
occurred, that appropriate action was taken in response to such violation.
Upon the written request of the Trust, the Sub-Adviser shall submit to the
Trust the reports required to be made to the Sub-Adviser by Rule 17j-1(c)(1).
E. The Sub-Adviser will promptly after filing with the Securities
and Exchange Commission an amendment to its Form ADV furnish a copy of such
amendment to the Trust and to the Adviser.
F. Upon request of the Trust, the Sub-Adviser will provide
assistance to the Custodian in the collection of income due or payable to the
Fund. With respect to income from foreign sources, the Sub-Adviser will
undertake any reasonable procedural steps required to reduce, eliminate or
reclaim non-U.S. withholding taxes under the terms of applicable United States
income tax treaties.
G. The Sub-Adviser will immediately notify the Trust and the
Adviser of the occurrence of any event which would disqualify the Sub-Adviser
from serving as an investment adviser of an investment company pursuant to
Section 9(a) of the Act or otherwise.
17. AMENDMENT. This Agreement may be amended at any time, but only by
written agreement between the Sub-Adviser and the Trust, which amendment,
other than amendments to Schedule A, is subject to the approval of the Board
of Trustees and the shareholders of the Fund in the manner required by the Act
and the rules thereunder, subject to any applicable exemptive order of the
Securities and Exchange Commission modifying the provisions of the Act with
respect to approval of amendments to this Agreement.
18. EFFECTIVE DATE; TERM. This Agreement shall become effective on the
date of its execution and shall remain in force until April 1, 1998, and from
year to year thereafter but only so long as such continuance is specifically
approved at least annually by the vote of a majority of the Trustees who are
not interested persons of the Trust, the Adviser or the Sub-Adviser, cast in
person at a meeting called for the purpose of voting on such approval, and by
a vote of the Board of Trustees or of a majority of the outstanding voting
securities of the Fund. The aforesaid requirement that this Agreement may be
continued "annually" shall be construed in a manner consistent with the Act
and the rules and regulations thereunder.
19. TERMINATION. This Agreement may be terminated by the Trust, by the
Adviser or by the Sub-Adviser, without the payment of any penalty, immediately
upon written notice to the other in the event of a breach of any provision
thereof by the party so notified, or otherwise upon sixty (60) days' written
notice to the other, but any such termination shall not affect the status,
obligations or liabilities of any party hereto to the other.
20. SHAREHOLDER LIABILITY. The Sub-Adviser is hereby expressly put on
notice of the limitation of shareholder liability as set forth in the
Declaration of Trust of the Trust 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 Sub-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.
21. DEFINITIONS. As used in paragraphs 14 and 18 of this Agreement, the
terms "assignment," "interested person" and "vote of a majority of the
outstanding voting securities" shall have the meanings set forth in the Act
and the rules and regulations thereunder.
22. APPLICABLE LAW. To the extent that state law is not preempted by
the provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws of the State of
Virginia.
XXXX, XXXXXXXXXXXXX & WILLIAMSBURG INVESTMENT TRUST
TATTERSALL, INC.
By:___________________________ By:_________________________
Title:________________________ Title:______________________
Date: April 1, 1996 Date: April 1, 1996
ACCEPTANCE
The foregoing Agreement is hereby accepted.
XXXXXXX INTERNATIONAL
ADVISORS, L.P.
By:__________________________
Title:_______________________
Date: April 1, 1996
SCHEDULE A
RECORDS TO BE MAINTAINED BY THE SUB-ADVISER
1. (Rule 31a-1(b)(5) and (6)) A record of each brokerage order, and all
other portfolio purchases or sales, given by the Sub-Adviser on behalf of
the Fund for, or in connection with, the purchase or sale of securities,
whether executed or unexecuted. Such records shall include:
A. The name of the broker;
B. The terms and conditions of the order and of any modification or
cancellation thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on behalf of the Fund.
2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within
ten (10) days after the end of the quarter, showing specifically the
basis or bases upon which the allocation of orders for the purchase and
sale of portfolio securities to named brokers or dealers was effected,
and the division of brokerage commissions or other compensation on such
purchase and sale orders. Such record:
A. Shall include the consideration given to:
(i) The sale of shares of the Fund by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers to:
(a) The Trust;
(b) the Adviser;
(c) the Sub-Adviser;
(d) any other investment adviser of the Trust; and
(e) any person affiliated with the foregoing persons.
(iii) Any other consideration other than the technical
qualifications of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
C. Shall describe in detail the application of any general or specific
formula or other determinant used in arriving at such allocation of
purchase and sale orders and such division of brokerage commissions
or other compensation.
D. The name of the person responsible for making the determination of
such allocation and such division of brokerage commissions or other
compensation.
3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the
purchase or sale of portfolio securities. Where an authorization is made
by a committee or group, a record shall be kept of the names of its
members who participate in the authorization. There shall be retained as
part of this record: any memorandum, recommendation or instruction
supporting or authorizing the purchase or sale of portfolio securities
and such other information as is appropriate to support the
authorization.*
4. (Rule 31a-1(f)) Such accounts, books and other documents as are required
to be maintained by registered investment advisers by rules adopted under
Section 204 of the Investment Sub-Advisers Act of 1940, to the extent
such records are necessary or appropriate to record the Sub-Adviser's
transactions with respect to the Fund.
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*Such information might include: the current Form 10-K, annual and quarterly
reports, press releases, reports by analysts and from brokerage firms
(including their recommendation; i.e., buy, sell, hold) or any internal
reports or portfolio adviser reviews.
