SUB-ADVISORY AGREEMENT
Xxxx Xxxxxxxxxxxxx & Xxxxxxxxxx
Strategic Advisers, Inc.
0000 Xxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000-0000
Gentlemen:
Williamsburg Investment Trust (the "Trust") is an 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
assets, subject to the liabilities, allocated to that fund. Each fund has
separate investment objectives and policies. The Jamestown Balanced Fund (the
"Fund") has been established as a series of the Trust.
Xxxx Xxxxxxxxxxxxx & Xxxxxxxxxx, Inc. (the "Advisor") acts as the
investment manager for the Fund pursuant to the terms of an Investment Advisory
Agreement. The Advisor is responsible for the coordination of investment of the
Fund's assets in portfolio securities. The relative allocation of the Fund's
portfolio between equity securities, fixed-income securities and money market
instruments and the specific portfolio purchases and sales for the portion of
the Fund's portfolio invested in equity securities are to be made by the
Advisor. Specific portfolio purchases and sales for the portion of the Fund's
portfolio invested in fixed-income securities may be made by the
advisory organizations recommended by the Advisor and approved by the Board
of Trustees and shareholders of the Trust.
1. APPOINTMENT AS SUB-ADVISOR. The Trust being duly authorized hereby
appoints and employs Xxxx Xxxxxxxxxxxxx & Xxxxxxxxxx Strategic Advisors, Inc.
(the "Sub-Advisor") as the fixed income portfolio manager of the portion of the
Fund's portfolio invested in fixed-income securities, on the terms and
conditions set forth herein.
2. ACCEPTANCE OF APPOINTMENT; STANDARD OF PERFORMANCE. The Sub-Advisor
accepts the appointment as the fixed income 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-ADVISOR. The Sub- Advisor is hereby
employed and authorized to select fixed-income securities for investment by the
Fund, to purchase and sell fixed-income 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-Advisor shall be
subject to such investment restrictions as are set forth in the Act and the
rules thereunder, 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-Advisor, the investment
objectives, policies and restrictions of the Fund
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furnished pursuant to paragraph 4, 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. At the Trust's reasonable request, the Sub-Advisor will
consult with the Advisor 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-Advisor with the statement of the investment objectives, policies and
restrictions applicable to the Fund as contained in the Trust's registration
statement 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-Advisor with such further information concerning the investment
objectives, policies and restrictions applicable thereto as the Sub-Advisor may
from time to time reasonably request. The Trust retains the right, on written
notice to the Sub-Advisor from the Trust or the Advisor, 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 Star Bank, N.A. 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
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from the Fund, and the Sub-Advisor shall not have possession or custody
thereof. The Sub-Advisor shall advise the Custodian and confirm in writing to
the Trust and to the Advisor all investment orders for the Fund placed by it
with brokers and dealers. The Sub-Advisor shall issue to the Custodian such
instructions as may be appropriate in connection with the settlement of any
transaction initiated by the Sub-Advisor. It shall be the responsibility of the
Sub-Advisor to take appropriate action if the Custodian fails to confirm in
writing proper execution of the instructions.
6. ALLOCATION OF BROKERAGE. The Sub-Advisor 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
Sub-Advisor will attempt to obtain the best net price and the most favorable
execution of its orders. Consistent with this obligation, when the Sub-Advisor
believes two or more brokers or dealers are comparable in price and execution,
the Sub-Advisor 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) brokers who are affiliated with the Trust or the Sub- Adviser, PROVIDED,
HOWEVER, that in no instance will portfolio securities be purchased from or sold
to the Sub-Adviser or any affiliated person of the Sub-Adviser in principal
transactions.
For each fiscal quarter of the Fund, the Sub-Advisor shall prepare and
render reports to the Advisor and the Trust's Board
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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.
7. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Advisor 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 Sub-Advisor 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.
8. REPORTS TO THE SUB-ADVISOR. The Trust will provide the Sub-Advisor with
such periodic reports concerning the status of the Fund as the Sub-Advisor may
reasonably request.
9. FEES FOR SERVICES. For the services provided to the Fund, the Advisor
(not the Fund) shall pay the Sub-Advisor a fee equal to $5,000 per year. The
Sub-Advisor's fees shall be payable quarterly within ten days following the end
of each fiscal quarter of the Trust.
Pursuant to the provisions of the Investment Advisory Agreement between the
Trust and the Advisor, the Advisor is solely responsible for the payment of fees
to the Sub-Advisor,
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and the Sub-Advisor agrees to seek payment of the Sub-Advisor's
fees solely from the Advisor.
10. OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISOR. The advisory services
furnished by the Sub-Advisor hereunder are not to be deemed exclusive, and the
Sub-Advisor shall be free to furnish similar services to others so long as its
services under this Agreement are not impaired.
11. CERTIFICATE OF AUTHORITY. The Trust, the Advisor and the Sub-Advisor
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
Advisor and/or the Sub-Advisor.
12. LIMITATION OF LIABILITY. The Sub-Advisor shall not be liable for any
error of judgment, mistake of law or any loss resulting from 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-Advisor's willful
misfeasance, bad faith or gross negligence, a violation of the standard of care
established by and applicable to the Sub-Advisor in its actions under this
Agreement or breach of its duties or its obligations
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hereunder. Nothing in this paragraph 12 shall be construed in a manner
inconsistent with sections 17(h) and (i) of the Act.
13. ASSIGNMENT. No assignment of this Agreement shall be made by the
Sub-Advisor, and this Agreement shall terminate automatically in the event of
such assignment. The Sub-Advisor 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-Advisor.
14. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE TRUST. The Trust
represents, warrants and agrees that:
A. The Sub-Advisor 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-Advisor 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- Advisor 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.
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15. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE SUB- ADVISOR. The
Sub-Advisor represents, warrants and agrees that:
A. The Sub-Advisor is registered as an "investment adviser" under the
Investment Advisers Act of 1940.
B. The Sub-Advisor will complete such reports concerning purchases or
sales of securities on behalf of the Fund as the Advisor or the Trust may from
time to time require to ensure compliance with the Act, the Internal Revenue
Code and applicable state securities laws.
C. The Sub-Advisor 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 each calendar quarter of each year while this
Agreement is in effect, the president or a vice president of the Sub-Advisor
shall certify to the Trust that the Sub-Advisor has complied with the
requirements of Rule 17j-1 during the previous year and that there has been no
violation of the Sub-Advisor'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-Advisor shall submit to the Trust the
reports required to be made to the Sub-Advisor by Rule 17j-1(c)(1).
D. The Sub-Advisor 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 Advisor.
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E. The Sub-Advisor will immediately notify the Trust and the Advisor
of the occurrence of any event which would disqualify the Sub-Advisor from
serving as an investment advisor of an investment company pursuant to
Section 9(a) of the Act or otherwise.
16. AMENDMENT. This Agreement may be amended at any time, but only by
written agreement between the Sub-Advisor 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.
17. EFFECTIVE DATE; TERM. This Agreement shall become effective on the date
of its execution and shall remain in force for a period of two years, 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 Advisor or the Sub- Advisor, 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.
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18. TERMINATION. This Agreement may be terminated by the Trust, by the
Advisor or by the Sub-Advisor, without the payment of any penalty, immediately
upon written notice to the other in the event of any 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.
19. SHAREHOLDER LIABILITY. The Sub-Advisor 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 Sub-Advisor 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.
20. DEFINITIONS. As used in paragraphs 13 and 17 of this Agreement, the
terms "assignment," "interested person" and "vote of a majority of the
outstanding voting majorities" shall have the meanings set forth in the Act and
the rules and regulations thereunder.
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21. 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 Commonwealth of Virginia.
XXXX XXXXXXXXXXXXX & WILLIAMSBURG INVESTMENT TRUST
TATTERSALL, INC.
By:/S/ XXXXXX XXXXXXXXXXXXX, III By:/S/ XXXX X. XXXXX
Title: PRESIDENT Title:CHAIRMAN
Date: February 28, 1997 Date: February 28, 1997
ACCEPTANCE
The foregoing Agreement is hereby accepted.
XXXX XXXXXXXXXXXXX &
TATTERSALL STRATEGIC
ADVISORS, INC.
By:/S/ XXXX X. XXXXXXXXXX
Title:MANAGING DIRECTOR
Date: February 28, 1997
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