LOWE, BROCKENBROUGH & TATTERSALL, INC.
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Brookfield Building
Investment Counsel 6620 West Broad Street, Suite 300
Richmond, Virginia 23230-1720
(804)288-0404 Fax (804)288-3040
February 5, 1997
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders
of The Jamestown Funds to be held on Friday, February 28, 1997, at 10:00 a.m.,
Eastern time, at the offices of Lowe Brockenbrough & Tattersall, Inc. (the
"Advisor"), 6620 West Broad Street, Suite 300, Richmond, Virginia 23230.
The Special Meeting has been called as we intend to engage in a
corporate reorganization (the "Reorganization") in which the Fixed Income Unit
of the Advisor will be operated as a new organization known as Lowe
Brockenbrough & Tattersall Strategic Advisors, Inc. and the Equity and
Municipal Unit of the Advisor will continue to operate as Lowe Brockenbrough &
Tattersall, Inc. As a result of the Reorganization, Fred Tattersall will
become the sole shareholder of Lowe Brockenbrough & Tattersall Strategic
Advisors, Inc. ("LBTSA") and Austin Brockenbrough will become the sole
shareholder of Lowe Brockenbrough & Tattersall, Inc.
("LB&T").
Under the Investment Company Act of 1940, the Reorganization is
considered an assignment of the investment advisory agreements between the
Advisor and the Trust. The terms of the investment advisory agreements require
that we obtain approval from shareholders of new investment advisory
agreements for the Funds as a result of the Reorganization. Upon completion of
the Reorganization, LB&T will continue to conduct the management of its Equity
and Municipal Unit and LBTSA will continue the management of its Fixed-Income
Unit. Both companies will operate with the same personnel from our existing
corporate offices.
If all matters pertaining to the Reorganization are approved by
shareholders of each Fund, LB&T will serve as investment advisor to the
following Funds:
The Jamestown Equity Fund
The Jamestown Balanced Fund
The Jamestown International Equity Fund
The Jamestown Tax-Exempt Virginia Fund
LBTSA will serve as investment advisor to the following Funds:
The Jamestown Bond Fund
The Jamestown Short Term Bond Fund
In addition, LBTSA will be retained by LB&T pursuant to a
sub-advisory agreement to manage the portion of The Jamestown Balanced Fund's
portfolio invested in fixed-income securities.
The Board of Trustees of the Funds has given full and careful
consideration to each of the matters being presented to shareholders and has
concluded that the proposals are in the best interests of each Fund and its
shareholders. The Board of Trustees therefore recommends that you vote "FOR"
each of the matters discussed herein.
Regardless of the number of shares you own, it is important that they
are represented and voted. If you cannot personally attend the Special
Shareholders' Meeting, we would appreciate your promptly voting, signing and
returning the enclosed proxy in the postage-paid envelope provided.
Very truly yours,
/s/ Austin Brockenbrough /s/ Fred T. Tattersall
Austin Brockenbrough III Fred T. Tattersall
WILLIAMSBURG INVESTMENT TRUST
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 28, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The Jamestown Equity Fund
The undersigned hereby appoints Austin Brockenbrough III and Fred T.
Tattersall, and each of them, as Proxies with power of substitution and hereby
authorizes each of them to represent and to vote as provided on the reverse
side, all shares of beneficial interest of the above Fund which the
undersigned is entitled to vote at the special meeting of shareholders to be
held on February 28, 1997 or at any adjournment thereof.
The undersigned acknowledges receipt of the Notice of Special Meeting and
Proxy Statement dated February 3, 1997.
Date: ________________________
NOTE: Please sign exactly as
your name appears on this
proxy. If signing for an
estate, trust or corporation,
title or capacity should
be stated. If the shares are
held jointly, both signers
should sign, although the
signature of one will bind the
other.
______________________________
______________________________
Signature(s) PLEASE SIGN IN
THE BOX ABOVE
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOX
BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK PENCIL. DO NOT
USE RED INK.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS DESCRIBED
HEREIN.
1. With respect to the approval or disapproval of a new
investment advisory agreement with Lowe Brockenbrough &
Tattersall, Inc. ("LB&T"), to become effective upon the
closing of the proposed reorganization of LB&T.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. With respect to the ratification or rejection of the selection of
Tait, Weller & Baker as the Fund's independent public accountants for
the current fiscal year.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, the Proxies are authorized to vote upon
such other matters as may properly come before the meeting.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE SIDE, AND
RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
WILLIAMSBURG INVESTMENT TRUST
THE JAMESTOWN EQUITY FUND
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 28, 1997
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NOTICE IS HEREBY GIVEN that a special meeting of shareholders of The Jamestown
Equity Fund (the "Fund"), a series of Williamsburg Investment Trust, will be
held at the offices of Lowe Brockenbrough & Tattersall, Inc. at 6620 West
Broad Street, Suite 300, Richmond, Virginia 23230, on Friday, February 28,
1997 at 10:00 a.m., Eastern time, to consider and vote on the following
matters:
1. To approve or disapprove a new investment advisory agreement
with Lowe Brockenbrough & Tattersall, Inc. ("LB&T"), to
become effective upon the closing of the proposed
reorganization of LB&T, whereby LB&T will continue to serve
as investment advisor to the Fund;
2. To ratify or reject the selection of Tait, Weller & Baker as
the Fund's independent public accountants for the current
fiscal year; and
3. To transact any other business, not currently contemplated,
that may properly come before the meeting in the discretion
of the proxies or their substitutes.
Shareholders of record at the close of business on January 3, 1997 are
entitled to notice of and to vote at this meeting or any adjournment thereof.
By the order of the Board of Trustees
John F. Splain
Secretary
February 3, 1997
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Please execute the enclosed proxy and return it promptly in the enclosed
envelope, thus avoiding unnecessary expense and delay. No postage is required
if mailed in the United States. The proxy is revocable and will not affect
your right to vote in person if you attend the meeting.
WILLIAMSBURG INVESTMENT TRUST
SPECIAL MEETING OF THE SHAREHOLDERS OF
THE JAMESTOWN EQUITY FUND
To Be Held on February 28, 1997
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PROXY STATEMENT
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This proxy statement is furnished in connection with the solicitation
by the Board of Trustees of Williamsburg Investment Trust ("the Trust") of
proxies for use at the special meeting of shareholders or at any adjournment
thereof. This Proxy Statement and form of proxy were first mailed to
shareholders on or about February 6, 1997.
The primary purpose of the meeting is to consider a new investment
advisory agreement for the Fund as a result of a proposed reorganization (the
"Reorganization") of the current investment advisor of the Fund, Lowe
Brockenbrough & Tattersall, Inc., by means of a corporate restructuring into
separate legal entities known as Lowe Brockenbrough & Tattersall Strategic
Advisors, Inc. ("LBTSA"), of which Fred T. Tattersall will become the sole
shareholder, and Lowe Brockenbrough & Tattersall, Inc. ("LB&T"), of which
Austin Brockenbrough III will become the sole shareholder. Upon completion of
the Reorganization, LB&T will continue to manage the equity, balanced and
municipal accounts of LB&T, including the Fund, and LBTSA will manage the
fixed-income accounts formerly managed by LB&T.
A proxy, if properly executed, duly returned and not revoked, will be
voted in accordance with the specifications thereon. A proxy which is properly
executed which has no voting instructions as to a proposal will be voted for
that proposal. A shareholder may revoke a proxy at any time prior to use by
filing with the Secretary of the Trust an instrument revoking the proxy, by
submitting a proxy bearing a later date, or by attending and voting at the
meeting.
The Trust has retained Management Information Services Corp. ("MIS")
to solicit proxies for the special meeting. MIS is responsible for printing
proxy cards, mailing proxy material to shareholders, soliciting brokers,
custodians, nominees and fiduciaries, tabulating the returned proxies and
performing other proxy solicitation services. The anticipated cost of such
services is approximately $1,200 and will be paid by LB&T and/or LBTSA. LB&T
and/or LBTSA will also pay the preparation, printing and postage costs of the
solicitation.
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In addition to solicitation through the mails, proxies may be
solicited by officers, employees and agents of the Trust without cost to the
Fund. Such solicitation may be by telephone, facsimile or otherwise. LB&T
and/or LBTSA will reimburse MIS, brokers, custodians, nominees and fiduciaries
for the reasonable expenses incurred by them in connection with forwarding
solicitation material to the beneficial owners of shares held of record by
such persons.
The Fund's Annual Report for the fiscal year ended March 31, 1996 and
the Fund's most recent semiannual report are available at no charge by writing
to the Trust at P.O. Box 5354, Cincinnati, Ohio 45201-5354, or by calling the
Trust nationwide (toll-free) 800-443-4249.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Trustees has fixed the close of business on January 3,
1997 as the record date for the determination of shareholders entitled to
notice of and to vote at the special meeting of shareholders or any
adjournment thereof. As of the record date there were 1,834,078.434 shares of
beneficial interest, no par value, of the Fund outstanding. All full shares of
the Fund are entitled to one vote, with proportionate voting for fractional
shares.
On January 3, 1997 Virginia Management Services Organization, LLC
401(k) Profit Sharing Plan and Trust, 9200 Arboretum Parkway, Suite 130,
Richmond, Virginia 23236, owned of record 7.2% of the Fund's outstanding
shares and Mary L. McConchie, 4831 Kempsville Greens Parkway, Virginia Beach,
Virginia 23462, owned of record 5.1% of the Fund's outstanding shares.
According to information available to the Trust, no other person owned of
record or beneficially 5% or more of the Fund's outstanding shares on the
record date.
If a quorum (more than 50% of the outstanding shares of the Fund) is
represented at the meeting, the vote of a majority of the outstanding shares
of the Fund is required for approval of the new investment advisory agreement
with LB&T (Proposal I). The vote of a majority of the outstanding shares means
the vote of the lesser of (1) 67% or more of the shares present or represented
by proxy at the meeting, if the holders of more than 50% of the outstanding
shares are present or represented by proxy, or (2) more than 50% of the
outstanding shares. If a quorum is present at the meeting but sufficient votes
to approve any matter are not received, the persons named as proxies may
propose one or more adjournments of the meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of a
majority of those shares represented at the meeting in person or by proxy. A
shareholder vote may be taken on one or more of the proposals in this
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proxy statement prior to any such adjournment if sufficient votes have been
received and it is otherwise appropriate. Abstentions and "broker non-votes"
are counted for purposes of determining whether a quorum is present but do not
represent votes cast with respect to a proposal. "Broker non-votes" are shares
held by a broker or nominee for which an executed proxy is received by the
Fund, but are not voted as to one or more proposals because instructions have
not been received from the beneficial owners or persons entitled to vote and
the broker or nominee does not have discretionary voting power.
The Trustees of the Trust intend to vote all their shares in favor of
the proposal described herein. All Trustees and officers as a group owned of
record or beneficially 5.8% of the Fund's outstanding shares on the record
date.
I. APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT ADVISORY
AGREEMENT WITH LOWE BROCKENBROUGH & TATTERSALL, INC.
The Trust presently retains LB&T to manage the Fund's investments
pursuant to an Investment Advisory Agreement between the Trust and LB&T (the
"Present Advisory Agreement"). The Present Advisory Agreement was last
approved by the Board of Trustees, including a majority of the Trustees who
are not interested persons, as defined in the Investment Company Act of 1940
(the "1940 Act"), of LB&T or of the Trust (the "Independent Trustees"), on
January 29, 1996. LB&T approved the Present Advisory Agreement as sole
shareholder of the Fund.
LB&T and the two shareholders of LB&T, Austin Brockenbrough III and
Fred T. Tattersall, have entered into an Agreement and Plan of Reorganization
and Corporate Separation (the "Reorganization Agreement") which provides that
Mr. Brockenbrough and Mr. Tattersall will cause LB&T to be reorganized, and
the Fixed Income Unit of LB&T will be operated as a new Virginia corporation
to be called Lowe Brockenbrough & Tattersall Strategic Advisors, Inc.
("LBTSA"). The Equity and Municipal Unit of LB&T will continue to operate as
Lowe Brockenbrough & Tattersall, Inc. As a result of this transaction, Mr.
Brockenbrough will become the sole shareholder of LB&T and Mr. Tattersall will
become the sole shareholder of LBTSA. The Reorganization could be viewed as
constituting a "change in control" of LB&T for purposes of the 1940 Act, and a
transaction which results in a change of control or management of an
investment advisor may be deemed an "assignment" of its investment advisory
agreement. The 1940 Act further provides that an investment advisory agreement
will automatically terminate in the event of its assignment. Accordingly, the
Board of Trustees proposes that a new investment advisory agreement between
the Trust and LB&T (the "New Advisory Agreement") be approved by shareholders
of the Fund.
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The Reorganization will be consummated on February 28, 1997 or such
later date as may be agreed to by the parties to the Reorganization Agreement.
Consummation of the Reorganization is subject to certain conditions,
including, but not limited to: (i) receipt of an opinion from legal counsel
that the Reorganization will be a nontaxable transaction under the Internal
Revenue Code of 1986; (ii) receipt by both parties to the Reorganization of
such licenses, permits, consents and approvals of third parties as are
necessary for the consummation of the Reorganization; and (iii) the absence of
any injunction, writ or temporary restraining order or any order of any nature
issued by a court or governmental agency of competent jurisdiction directing
that any material transaction provided for in the Reorganization Agreement may
not be consummated. The Reorganization Agreement provides that LB&T, LBTSA and
their principals will be prohibited from engaging in the offering of,
solicitation for and provision of services to competing accounts advised or
managed by LB&T and LBTSA.
Upon completion of the Reorganization, LB&T will retain the services
of all of the current management and investment personnel within its Equity
and Municipal Unit. The employees of LB&T who currently provide portfolio
management services to the Fund are expected to continue to provide such
services and there will be no change in their responsibilities with respect to
the Fund following the Reorganization. Furthermore, no changes in LB&T's
method of operation, or the location where it conducts its business, are
contemplated.
THE NEW ADVISORY AGREEMENT. The terms and conditions of the New
Advisory Agreement are substantially identical to those of the Present
Advisory Agreement with the exception of the effective date and termination
date, and certain other changes described below.
Under the New Advisory Agreement, LB&T will select portfolio
securities for investment by the Fund, purchase and sell securities of the
Fund, and upon making any purchase or sale decision, place orders for the
execution of such portfolio transactions, all in accordance with the 1940 Act
and any rules thereunder, applicable state securities laws, the supervision
and control of the Board of Trustees of the Trust and the investment
objectives, policies and restrictions of the Fund. Pursuant to the New
Advisory Agreement, LB&T will also provide certain executive personnel for the
Trust and any necessary office space, facilities and equipment necessary for
the conduct of its advisory activities on behalf of the Fund. LB&T will
receive a fee from the Fund, computed and accrued daily and paid monthly, at
an annual rate of .65% of the average value of the daily net assets of the
Fund up to $500 million and .55% of such assets in excess of $500 million.
This is the same fee that LB&T currently receives from the Fund under
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the Present Advisory Agreement. During the fiscal year ended March 31, 1996,
the Fund paid advisory fees of $79,891 to LB&T for its services as investment
advisor to the Fund.
The New Advisory Agreement directs LB&T to give primary consideration
to the best net price and the most favorable execution in the selection of
brokers and dealers to execute portfolio transactions for the Fund. Consistent
with this obligation, when LB&T believes two or more brokers are comparable in
price and execution, LB&T 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 persons of the Trust or LB&T.
If the New Advisory Agreement is approved by the Fund's shareholders,
it will become effective upon the consummation of the Reorganization. The New
Advisory Agreement provides that it will remain in force for an initial term
of two years and from year to year thereafter, subject to annual approval by
(a) the Board of Trustees or (b) a vote of a majority (as defined in the 1940
Act) of the outstanding voting securities of the Fund; provided that in either
event continuance is also approved by a majority of the Independent Trustees,
by a vote cast in person at a meeting called for the purpose of voting on such
approval. The New Advisory Agreement may be terminated at any time, on sixty
days' written notice, without the payment of any penalty, by the Board of
Trustees, by a vote of a majority of the outstanding voting securities of the
Fund, or by LB&T. The New Advisory Agreement automatically terminates in the
event of its assignment, as defined by the 1940 Act and the rules thereunder.
The New Advisory Agreement provides that LB&T shall not be liable for
any error of judgment, mistake of law or any loss whatsoever suffered by the
Trust in connection with the performance of the New Advisory 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 LB&T's willful
misfeasance, bad faith or gross negligence or from reckless disregard by LB&T,
or a violation of the standard of care established by its obligations
thereunder.
The New Advisory Agreement differs from the Present Advisory
Agreement in the following respects:
(1) The Present Advisory Agreement provides that the Trust will
register the Fund's shares in certain states which impose
expense limitations on the Fund only with the prior written
consent of LB&T. It further limits Fund expenses to the most
restrictive expense limitation imposed on the Fund by states
in which the Fund is
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qualified to sell shares, or 2% of the Fund's average daily
net assets, if such state limitations are not so
restrictive. Recent federal legislation has limited the
states in the substantive regulation of mutual funds.
Accordingly, states are prohibited from applying any
limitations to the expenses of the Fund. Therefore, the New
Advisory Agreement does not make any reference to expense
limitations which could previously be imposed on the Fund by
states in which the Fund is qualified to sell shares. The
New Advisory Agreement does, however, continue to require
LB&T to reduce its advisory fees to the extent necessary to
limit total expenses of the Fund to 2% per annum of its
average daily net assets. Furthermore, the Present Advisory
Agreement provides for a sharing arrangement between LB&T
and the Fund's previous administrator with respect to those
amounts which must be reimbursed to the Fund in accordance
with this provision. The New Advisory Agreement provides
that LB&T is solely responsible for waiving its fees in
order to comply with the provision limiting the Fund's total
expenses to 2% per annum of its average daily net assets.
(2) The Present Advisory Agreement provides that LB&T will not
serve as investment adviser to any other investment company
having a similar investment objective to that of the Fund
without the written consent of the Trustees. This provision
is not included in the New Advisory Agreement with LB&T
because the Trustees have determined that LB&T should have
the ability to furnish investment advisory services to
others, without Trustee approval, as long as its services
provided to the Fund under the New Advisory Agreement are
not impaired.
(3) The New Advisory Agreement contains a provision, which is
required to be included by the Trust's Agreement and
Declaration of Trust, whereby LB&T agrees that the
obligations assumed by the Fund pursuant to the New Advisory
Agreement shall be limited in all cases to the Fund and its
assets, and that LB&T shall not seek satisfaction of any
such obligations from the shareholders of the Fund nor from
the Trustees.
(4) The Present Advisory Agreement provides that such
Agreement will be construed in accordance with, and
governed by, the laws of the State of North Carolina.
Such decision was made with respect to the Present
Advisory Agreement because the Fund's previous
administrator, at the time the Present Advisory
Agreement was executed, was located in North Carolina.
The Fund's current administrator is not located in
North Carolina, and the New Advisory Agreement provides
that such Agreement will be construed in accordance
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with, and governed by, the laws of the Commonwealth of
Virginia because LB&T's offices are located in Virginia.
The New Advisory Agreement is attached as Exhibit A. The description
set forth in this Proxy Statement of the New Advisory Agreement is qualified
in its entirety by reference to Exhibit A.
In the event that shareholders of the Fund do not approve the New
Advisory Agreement and the Reorganization is consummated, the Board of
Trustees will promptly seek to obtain for the Fund interim advisory services
either from LB&T or from another advisory organization. Thereafter, the Board
of Trustees would either negotiate a new investment advisory agreement with an
advisory organization selected by the Board or make other appropriate
arrangements, in either event subject to approval by the shareholders of the
Fund. In the event the Reorganization is not consummated for any reason, LB&T
will continue to serve as the investment advisor of the Fund pursuant to the
terms of the Present Advisory Agreement.
INFORMATION ON LB&T. LB&T was organized as a Virginia corporation in
1970 and its shares are owned equally by Austin Brockenbrough III and Fred T.
Tattersall. LB&T is registered as an investment advisor with the U.S.
Securities and Exchange Commission. Its address is 6620 West Broad Street,
Suite 300, Richmond, Virginia 23230. The directors and the principal
executive officers of LB&T are Mr. Brockenbrough and Mr. Tattersall, who also
serve as Trustees of the Trust. Following the Reorganization, Mr. Tattersall
will no longer be a shareholder of LB&T or serve as an officer or
director of LB&T.
LB&T serves as the investment advisor to corporations, retirement
trusts, pension and profit sharing plans, other businesses and institutional
accounts and individuals, having aggregate assets under LB&T's management of
approximately $5.5 billion. LB&T also serves as investment advisor to the
following series of the Trust:
Net Assets Rate of Compensation
Name of Fund (Sept 30, 1996) Paid to LB&T
- ------------ --------------- ------------
The Jamestown $63,886,296 .65% of first
Balanced Fund $250 million of
average daily net
assets; .60% of such
assets between $250
million and $500 million;
and .55% of such assets
in excess of $500 million
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The Jamestown $27,137,934 1.00% of average
International Equity daily net assets
Fund
The Jamestown $77,867,730 .375% of average
Bond Fund daily net assets
The Jamestown $ 9,508,901 .375% of average
Short Term Bond Fund(*) daily net assets
The Jamestown $10,503,859 .40% of first $250
Tax Exempt Virginia million of average
Fund(*) daily net assets;
.35% of such assets
between $250 million
and $500 million; and
.30% of such assets
in excess of $500 million
<FN>
(*) During the fiscal year ended March 31, 1996, LB&T waived a portion of
its advisory fee for such series. There is no assurance that any fee
waivers will continue in the future.
</FN>
New advisory agreements for each of the foregoing series have also
been submitted for shareholder approval. If such agreements are approved, and
the Reorganization is consummated, LBTSA will replace LB&T as the investment
advisor to The Jamestown Bond Fund and the Jamestown Short Term Bond Fund.
Henry C. Spalding, Jr. is primarily responsible for managing
the portfolio of the Fund and has acted in this capacity since
the Fund's inception. Mr. Spalding is an officer of the Fund and
has been Executive Vice President of LB&T since 1988.
EVALUATION BY THE BOARD OF TRUSTEES. On February 3, 1997, the Board
of Trustees, including a majority of the Independent Trustees, by vote cast in
person, unanimously approved, subject to the required shareholder approval
described herein, the New Advisory Agreement.
In considering approval of the New Advisory Agreement, the Board of
Trustees carefully evaluated information it deemed necessary to enable it to
determine whether the New Advisory Agreement will be in the best interests of
the Fund and its shareholders. In making the recommendation to approve the New
Advisory Agreement, the Trustees evaluated the experience of LB&T's key
personnel in institutional investing, the quality of services LB&T is expected
to provide the Fund and the compensation proposed to be paid to LB&T. The
Trustees have given careful consideration to all factors deemed to be relevant
to the Fund, including, but not limited to: (1) the fees and expense ratios of
comparable mutual funds; (2) the performance of
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the Fund as compared to similar mutual funds; (3) the nature and the quality
of the services expected to be rendered to the Fund by LB&T; (4) the distinct
investment objective and policies of the Fund; (5) that the compensation
payable to LB&T under the New Advisory Agreement will be at the same rate as
the compensation now payable under the Present Advisory Agreement; (6) that
the terms of the New Advisory Agreement are substantially the same as the
terms of the Present Advisory Agreement except for different effective and
termination dates and certain other changes which the Trustees consider to be
non-material; (7) the history, reputation, qualification and background of
LB&T, as well as the qualifications of the key personnel of LB&T; (8) the
financial condition of LB&T after the Reorganization; and (9) the commitment
of LB&T and/or LBTSA to pay or reimburse the Fund for expenses incurred in
connection with the Reorganization.
OTHER INFORMATION. MGF Service Corp. serves as the Fund's
administrator, transfer and dividend disbursing agent, and
accounting and pricing agent. The address of MGF Service Corp.
is 312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202. MGF
Service Corp is a wholly-owned subsidiary of Leshner Financial,
Inc., of which Robert H. Leshner is the controlling shareholder.
Pursuant to an agreement dated December 10, 1996 between the
shareholders of Leshner Financial, Inc. and Countrywide Credit
Industries, Inc. ("CCI"), CCI has agreed to acquire all of the
outstanding common stock of Leshner Financial, Inc. in exchange
for newly issued common stock of CCI. Following such
acquisition, which is expected to be consummated on or about
February 28, 1997, Leshner Financial, Inc. will be a wholly-owned
subsidiary of CCI. CCI is a New York Stock Exchange listed
company principally engaged in residential mortgage lending.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE
NEW ADVISORY AGREEMENT.
II. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Tait, Weller & Baker has been selected as the Fund's independent
public accountants for the current fiscal year by the Board of Trustees,
including a majority of the Independent Trustees. The employment of Tait,
Weller & Baker is conditional upon the right of the Trust, by a vote of a
majority of its outstanding shares, to terminate the employment without any
penalties.
Tait, Weller & Baker has acted as the Fund's independent public
accountants since the Fund's commencement of operations. If the Fund's
shareholders do not ratify the selection of Tait, Weller & Baker, other
certified public accountants will be considered for selection by the Board of
Trustees.
Representatives of Tait, Weller & Baker are not expected to be
present at the meeting although they will have an opportunity
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to attend and to make a statement, if they desire to do so. If representatives
of Tait, Weller & Baker are present, they will be available to respond to
appropriate questions from shareholders.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS RATIFY THE
SELECTION OF TAIT, WELLER & BAKER AS INDEPENDENT PUBLIC ACCOUNTANTS.
III. OTHER BUSINESS
The proxy holders have no present intention of bringing any matter
before the meeting other than that specifically referred to above or matters
in connection with or for the purpose of effecting the same. Neither the proxy
holders nor the Board of Trustees are aware of any matters which may be
presented by others. If any other business shall properly come before the
meeting, the proxy holders intend to vote thereon in accordance with their
best judgment.
Any shareholder proposal intended to be presented at the next
shareholder meeting must be received by the Trust for inclusion in its Proxy
Statement and form of Proxy relating to such meeting at a reasonable time
before the solicitation of proxies for the meeting is made.
By Order of the Board of Trustees
John F. Splain
Secretary
Date: February 3, 1997
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Please complete, date and sign the enclosed Proxy and return it
promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, entered into as of [ ], 1997, by and between WILLIAMSBURG
INVESTMENT TRUST, a Massachusetts business trust (the "Trust"), on behalf of
THE JAMESTOWN EQUITY FUND, and LOWE BROCKENBROUGH & TATTERSALL, 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 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 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 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;
- 11 -
(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) brokers 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.
- 12 -
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.
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) Costs of Trust meetings;
(i) Federal and State registration or qualification fees
and expenses;
- 13 -
(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 excess expenses incurred over 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 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 0.65%
All over $500 million 0.55%
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
- 14 -
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) 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, (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 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
- 15 -
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 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 for two years. 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
- 16 -
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 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 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
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.
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.
- 17 -
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:______________________ By:__________________________
Title:___________________ Title:_______________________
ATTEST: LOWE BROCKENBROUGH & TATTERSALL, INC.
By:______________________ By:___________________________
Title:___________________ Title:________________________
- 18 -
WILLIAMSBURG INVESTMENT TRUST
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 28, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The Jamestown Balanced Fund
The undersigned hereby appoints Austin Brockenbrough III and Fred T.
Tattersall, and each of them, as Proxies with power of substitution and hereby
authorizes each of them to represent and to vote as provided on the reverse
side, all shares of beneficial interest of the above Fund which the
undersigned is entitled to vote at the special meeting of shareholders to be
held on February 28, 1997 or at any adjournment thereof.
The undersigned acknowledges receipt of the Notice of Special Meeting and
Proxy Statement dated February 3, 1997.
Date: ________________________
NOTE: Please sign exactly as
your name appears on this proxy.
If signing for an estate, trust or
corporation, title or capacity
should be stated. If the shares
are held jointly, both signers
should sign, although the
signature of one will bind the
other.
_______________________________
_______________________________
Signature(s) PLEASE SIGN IN
THE BOX ABOVE
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOX
BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK PENCIL. DO NOT
USE RED INK.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS DESCRIBED
HEREIN.
1. With respect to the approval or disapproval of a new
investment advisory agreement with Lowe Brockenbrough &
Tattersall, Inc. ("LB&T"), to become effective upon the
closing of the proposed reorganization of LB&T.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. With respect to the approval or disapproval of a new sub- advisory
agreement among Williamsburg Investment Trust, LB&T and Lowe
Brockenbrough & Tattersall Strategic Advisors, Inc., to become
effective upon the closing of the proposed reorganization of LB&T.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. With respect to the ratification or rejection of the selection of
Tait, Weller & Baker as the Fund's independent public accountants for
the current fiscal year.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. In their discretion, the Proxies are authorized to vote upon
such other matters as may properly come before the meeting.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE SIDE, AND RETURN IT
PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES .
WILLIAMSBURG INVESTMENT TRUST
THE JAMESTOWN BALANCED FUND
- ----------------------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 28, 1997
- ----------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that a special meeting of shareholders of The Jamestown
Balanced Fund (the "Fund"), a series of Williamsburg Investment Trust, will be
held at the offices of Lowe Brockenbrough & Tattersall, Inc. at 6620 West
Broad Street, Suite 300, Richmond, Virginia 23230, on Friday, February 28,
1997 at 10:00 a.m., Eastern time, to consider and vote on the following
matters:
1. To approve or disapprove a new investment advisory agreement
with Lowe Brockenbrough & Tattersall, Inc. ("LB&T"), to
become effective upon the closing of the proposed
reorganization of LB&T, whereby LB&T will continue to serve
as investment advisor to the Fund;
2. To approve or disapprove a new sub-advisory agreement among
the Trust, LB&T and Lowe, Brockenbrough & Tattersall
Strategic Advisors, Inc. ("LBTSA"), to become effective upon
the closing of the proposed reorganization of LB&T;
3. To ratify or reject the selection of Tait, Weller & Baker as
the Fund's independent public accountants for the current
fiscal year; and
4. To transact any other business, not currently contemplated,
that may properly come before the meeting in the discretion
of the proxies or their substitutes.
Shareholders of record at the close of business on January 3, 1997 are
entitled to notice of and to vote at this meeting or any adjournment thereof.
By the order of the Board of Trustees
John F. Splain
Secretary
February 3, 1997
- ----------------------------------------------------------------------------
Please execute the enclosed proxy and return it promptly in the enclosed
envelope, thus avoiding unnecessary expense and delay. No postage is required
if mailed in the United States. The proxy is revocable and will not affect
your right to vote in person if you attend the meeting.
WILLIAMSBURG INVESTMENT TRUST
SPECIAL MEETING OF THE SHAREHOLDERS OF
THE JAMESTOWN BALANCED FUND
To Be Held on February 28, 1997
- ---------------------------------------------------------------------------
PROXY STATEMENT
- ---------------------------------------------------------------------------
This proxy statement is furnished in connection with the solicitation
by the Board of Trustees of Williamsburg Investment Trust ("the Trust") of
proxies for use at the special meeting of shareholders or at any adjournment
thereof. This Proxy Statement and form of proxy were first mailed to
shareholders on or about February 6, 1997.
The primary purpose of the meeting is to consider a new investment
advisory agreement for the Fund as a result of a proposed reorganization (the
"Reorganization") of the current investment advisor of the Fund, Lowe
Brockenbrough & Tattersall, Inc., by means of a corporate restructuring into
separate legal entities known as Lowe Brockenbrough & Tattersall Strategic
Advisors, Inc. ("LBTSA"), of which Fred T. Tattersall will become the sole
shareholder, and Lowe Brockenbrough & Tattersall, Inc. ("LB&T"), of which
Austin Brockenbrough III will become the sole shareholder. Upon completion of
the Reorganization, LB&T will continue to manage the equity, balanced and
municipal accounts of LB&T, including the Fund, and LBTSA will manage the
fixed-income accounts formerly managed by LB&T. Shareholders are also being
asked to approve a new sub-advisory agreement among the Trust, LB&T and LBTSA,
whereby LBTSA will be retained to manage that portion of the Fund's portfolio
invested in fixed-income securities.
A proxy, if properly executed, duly returned and not revoked, will be
voted in accordance with the specifications thereon. A proxy which is properly
executed which has no voting instructions as to a proposal will be voted for
that proposal. A shareholder may revoke a proxy at any time prior to use by
filing with the Secretary of the Trust an instrument revoking the proxy, by
submitting a proxy bearing a later date, or by attending and voting at the
meeting.
The Trust has retained Management Information Services Corp. ("MIS")
to solicit proxies for the special meeting. MIS is responsible for printing
proxy cards, mailing proxy material to shareholders, soliciting brokers,
custodians, nominees and fiduciaries, tabulating the returned proxies and
performing other proxy solicitation services. The anticipated cost of such
- 1 -
services is approximately $1,300 and will be paid by LB&T and/or LBTSA. LB&T
and/or LBTSA will also pay the preparation, printing and postage costs of the
solicitation.
In addition to solicitation through the mails, proxies may be
solicited by officers, employees and agents of the Trust without cost to the
Fund. Such solicitation may be by telephone, facsimile or otherwise. LB&T
and/or LBTSA will reimburse MIS, brokers, custodians, nominees and fiduciaries
for the reasonable expenses incurred by them in connection with forwarding
solicitation material to the beneficial owners of shares held of record by
such persons.
The Fund's Annual Report for the fiscal year ended March 31, 1996 and
the Fund's most recent semiannual report are available at no charge by writing
to the Trust at P.O. Box 5354, Cincinnati, Ohio 45201-5354, or by calling the
Trust nationwide (toll-free) 800-443-4249.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Trustees has fixed the close of business on January 3,
1997 as the record date for the determination of shareholders entitled to
notice of and to vote at the special meeting of shareholders or any
adjournment thereof. As of the record date, there were 4,680,826.573 shares of
beneficial interest, no par value, of the Fund outstanding. All full shares of
the Fund are entitled to one vote, with proportionate voting for fractional
shares.
On January 3, 1997, Wachovia Bank of North Carolina, N.A., as Trustee
for the Halifax Regional Hospital Pension Plan, P.O. Box 3099, Winston-Salem,
North Carolina 27102, owned of record 6.7% of the Fund's outstanding shares.
According to information available to the Trust, no other person owned of
record or beneficially 5% or more of the Fund's outstanding shares on the
record date.
If a quorum (more than 50% of the outstanding shares of the Fund) is
represented at the meeting, the vote of a majority of the outstanding shares
of the Fund is required for approval of the new investment advisory agreement
with LB&T (Proposal I) and the sub-advisory agreement among the Trust, LB&T
and LBTSA (Proposal II). The vote of a majority of the outstanding shares
means the vote of the lesser of (1) 67% or more of the shares present or
represented by proxy at the meeting, if the holders of more than 50% of the
outstanding shares are present or represented by proxy, or (2) more than 50%
of the outstanding shares. If a quorum is present at the meeting but
sufficient votes to approve any matter are not received, the persons named as
proxies may propose one or more adjournments of the meeting to
- 2 -
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the meeting in
person or by proxy. A shareholder vote may be taken on one or more of the
proposals in this proxy statement prior to any such adjournment if sufficient
votes have been received and it is otherwise appropriate. Abstentions and
"broker non-votes" are counted for purposes of determining whether a quorum is
present but do not represent votes cast with respect to a proposal. "Broker
non-votes" are shares held by a broker or nominee for which an executed proxy
is received by the Fund, but are not voted as to one or more proposals because
instructions have not been received from the beneficial owners or persons
entitled to vote and the broker or nominee does not have discretionary voting
power.
The Trustees of the Trust intend to vote all their shares in favor of
the proposal described herein. All Trustees and officers as a group owned of
record or beneficially 1.6% of the Fund's outstanding shares on the record
date.
I. APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT ADVISORY
AGREEMENT WITH LOWE BROCKENBROUGH & TATTERSALL, INC.
The Trust presently retains LB&T to manage the Fund's investments
pursuant to an Investment Advisory Agreement between the Trust and LB&T (the
"Present Advisory Agreement"). The Present Advisory Agreement is dated as of
November 2, 1988 and was last approved by the Board of Trustees, including a
majority of the Trustees who are not interested persons, as defined in the
Investment Company Act of 1940 (the "1940 Act"), of LB&T or of the Trust (the
"Independent Trustees"), on January 29, 1996. The shareholders of the Fund
approved the Present Advisory Agreement on August 15, 1990.
LB&T and the two shareholders of LB&T, Austin Brockenbrough III and
Fred T. Tattersall, have entered into an Agreement and Plan of Reorganization
and Corporate Separation (the "Reorganization Agreement") which provides that
Mr. Brockenbrough and Mr. Tattersall will cause LB&T to be reorganized, and
the Fixed Income Unit of LB&T will be operated as a new Virginia corporation
to be called Lowe, Brockenbrough & Tattersall Strategic Advisors, Inc.
("LBTSA"). The Equity and Municipal Unit of LB&T will continue to operate as
Lowe Brockenbrough & Tattersall, Inc. As a result of this transaction, Mr.
Brockenbrough will become the sole shareholder of LB&T and Mr. Tattersall will
become the sole shareholder of LBTSA. The Reorganization could be viewed as
constituting a "change in control" of LB&T for purposes of the 1940 Act, and a
transaction which results in a change of control or management of an
investment advisor may be deemed an "assignment" of its investment advisory
agreement. The 1940 Act further provides that an investment advisory agreement
- 3 -
will automatically terminate in the event of its assignment. Accordingly, the
Board of Trustees proposes that a new investment advisory agreement between
the Trust and LB&T (the "New Advisory Agreement") be approved by shareholders
of the Fund.
The Reorganization will be consummated on February 28, 1997 or such
later date as may be agreed to by the parties to the Reorganization Agreement.
Consummation of the Reorganization is subject to certain conditions,
including, but not limited to: (i) receipt of an opinion from legal counsel
that the Reorganization will be a nontaxable transaction under the Internal
Revenue Code of 1986; (ii) receipt by both parties to the Reorganization of
such licenses, permits, consents and approvals of third parties as are
necessary for the consummation of the Reorganization; and (iii) the absence of
any injunction, writ or temporary restraining order or any order of any nature
issued by a court or governmental agency of competent jurisdiction directing
that any material transaction provided for in the Reorganization Agreement may
not be consummated. The Reorganization Agreement provides that LB&T, LBTSA and
their principals will be prohibited from engaging in the offering of,
solicitation for and provision of services to competing accounts advised or
managed by LB&T and LBTSA.
Upon completion of the Reorganization, LB&T will retain the services
of all of the current management and investment personnel within its Equity
and Municipal Unit. The employees of LB&T who currently provide portfolio
management services to the Fund are expected to continue to provide such
services and there will be no change in their responsibilities with respect to
the Fund following the Reorganization, except with respect to the sub-advisory
agreement with LBTSA discussed in Item II below. Furthermore, no changes in
LB&T's method of operation, or the location where it conducts its business,
are contemplated.
THE NEW ADVISORY AGREEMENT. The terms and conditions of the New
Advisory Agreement are substantially identical to those of the Present
Advisory Agreement with the exception of the effective date and termination
date, and certain other changes described below.
Under the New Advisory Agreement, LB&T will select portfolio
securities for investment by the Fund, purchase and sell securities of the
Fund, and upon making any purchase or sale decision, place orders for the
execution of such portfolio transactions, all in accordance with the 1940 Act
and any rules thereunder, applicable state securities laws, the supervision
and control of the Board of Trustees of the Trust and the investment
objectives, policies and restrictions of the Fund. Pursuant to the New
Advisory Agreement, LB&T will also provide certain
- 4 -
executive personnel for the Trust and any necessary office space, facilities
and equipment necessary for the conduct of its advisory activities on behalf
of the Fund. LB&T will receive a fee from the Fund, computed and accrued daily
and paid monthly, at an annual rate of .65% of the average value of the daily
net assets of the Fund up to $250 million; .60% of such assets between $250
million and $500 million; and .55% of such assets in excess of $500 million.
This is the same fee that LB&T currently receives from the Fund under the
Present Advisory Agreement. During the fiscal year ended March 31, 1996, the
Fund paid advisory fees of $373,945 to LB&T for its services as investment
advisor to the Fund.
The New Advisory Agreement directs LB&T to give primary consideration
to the best net price and the most favorable execution in the selection of
brokers and dealers to execute portfolio transactions for the Fund. Consistent
with this obligation, when LB&T believes two or more brokers are comparable in
price and execution, LB&T 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 persons of the Trust or LB&T.
If the New Advisory Agreement is approved by the Fund's shareholders,
it will become effective upon the consummation of the Reorganization. The New
Advisory Agreement provides that it will remain in force for an initial term
of two years and from year to year thereafter, subject to annual approval by
(a) the Board of Trustees or (b) a vote of a majority (as defined in the 1940
Act) of the outstanding voting securities of the Fund; provided that in either
event continuance is also approved by a majority of the Independent Trustees,
by a vote cast in person at a meeting called for the purpose of voting on such
approval. The New Advisory Agreement may be terminated at any time, on sixty
days' written notice, without the payment of any penalty, by the Board of
Trustees, by a vote of a majority of the outstanding voting securities of the
Fund, or by LB&T. The New Advisory Agreement automatically terminates in the
event of its assignment, as defined by the 1940 Act and the rules thereunder.
The New Advisory Agreement provides that LB&T shall not be liable for
any error of judgment, mistake of law or any loss whatsoever suffered by the
Trust in connection with the performance of the New Advisory 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 LB&T's willful
misfeasance, bad faith or gross negligence or from reckless disregard by LB&T,
or a violation of the standard of care established by its obligations
thereunder.
The New Advisory Agreement differs from the Present Advisory
Agreement in the following respects:
- 5 -
(1) The Present Advisory Agreement provides that the Trust will
register the Fund's shares in certain states which impose
expense limitations on the Fund only with the prior written
consent of LB&T. It further limits Fund expenses to the most
restrictive expense limitation imposed on the Fund by states
in which the Fund is qualified to sell shares, or 2% of the
Fund's average daily net assets, if such state limitations
are not so restrictive. Recent federal legislation has
limited the states in the substantive regulation of mutual
funds. Accordingly, states are prohibited from applying any
limitations to the expenses of the Fund. Therefore, the New
Advisory Agreement does not make any reference to expense
limitations which could previously be imposed on the Fund by
states in which the Fund is qualified to sell shares. The
New Advisory Agreement does, however, continue to require
LB&T to reduce its advisory fees to the extent necessary to
limit total expenses of the Fund to 2% per annum of its
average daily net assets. Furthermore, the Present Advisory
Agreement provides for a sharing arrangement between LB&T
and the Fund's previous administrator with respect to those
amounts which must be reimbursed to the Fund in accordance
with this provision. The New Advisory Agreement provides
that LB&T is solely responsible for waiving its fees in
order to comply with the provision limiting the Fund's total
expenses to 2% per annum of its average daily net assets.
(2) The Present Advisory Agreement provides that LB&T will not
serve as investment adviser to any other investment company
having a similar investment objective to that of the Fund
without the written consent of the Trustees. This provision
is not included in the New Advisory Agreement with LB&T
because the Trustees have determined that LB&T should have
the ability to furnish investment advisory services to
others, without Trustee approval, as long as its services
provided to the Fund under the New Advisory Agreement are
not impaired.
(3) The New Advisory Agreement contains a provision, which is
required to be included by the Trust's Agreement and
Declaration of Trust, whereby LB&T agrees that the
obligations assumed by the Fund pursuant to the New Advisory
Agreement shall be limited in all cases to the Fund and its
assets, and that LB&T shall not seek satisfaction of any
such obligations from the shareholders of the Fund nor from
the Trustees.
(4) The Present Advisory Agreement provides that such
Agreement will be construed in accordance with, and
governed by, the laws of the State of North Carolina.
Such decision was made with respect to the Present
- 6 -
Advisory Agreement because the Fund's previous
administrator, at the time the Present Advisory Agreement
was executed, was located in North Carolina. The Fund's
current administrator is not located in North Carolina, and
the New Advisory Agreement provides that such Agreement will
be construed in accordance with, and governed by, the laws
of the Commonwealth of Virginia because LB&T's offices are
located in Virginia.
The New Advisory Agreement is attached as Exhibit A. The description
set forth in this Proxy Statement of the New Advisory Agreement is qualified
in its entirety by reference to Exhibit A.
In the event that shareholders of the Fund do not approve the New
Advisory Agreement and the Reorganization is consummated, the Board of
Trustees will promptly seek to obtain for the Fund interim advisory services
either from LB&T or from another advisory organization. Thereafter, the Board
of Trustees would either negotiate a new investment advisory agreement with an
advisory organization selected by the Board or make other appropriate
arrangements, in either event subject to approval by the shareholders of the
Fund. In the event the Reorganization is not consummated for any reason, LB&T
will continue to serve as the investment advisor of the Fund pursuant to the
terms of the Present Advisory Agreement.
INFORMATION ON LB&T. LB&T was organized as a Virginia corporation in
1970 and its shares are owned equally by Austin Brockenbrough III, and Fred T.
Tattersall. LB&T is registered as an investment advisor with the U.S.
Securities and Exchange Commission. Its address is 6620 West Broad Street,
Suite 300, Richmond, Virginia 23230. The directors and the principal
executive officers of LB&T are Mr. Brockenbrough and Mr. Tattersall, who also
serve as Trustees of the Trust. Following the Reorganization, Mr. Tattersall
will no longer be a shareholder of LB&T or serve as an officer or
director of LB&T.
LB&T serves as the investment advisor to corporations, retirement
trusts, pension and profit sharing plans, other business and institutional
accounts and individuals, having aggregate assets under LB&T's management of
approximately $5.5 billion. LB&T also serves as investment advisor to the
following series of the Trust:
Net Assets Rate of Compensation
Name of Fund (Sept 30, 1996) Paid to LB&T
- ------------ --------------- -------------
The Jamestown $23,345,211 .65% of first
Equity Fund $500 million of
average daily net
assets and .50% of
such assets over
$500 million
- 7 -
The Jamestown $27,137,934 1.00% of average
International Equity daily net assets
Fund
The Jamestown $77,867,730 .375% of average
Bond Fund daily net assets
The Jamestown $ 9,508,901 .375% of average
Short Term Bond Fund(*) daily net assets
The Jamestown $10,503,859 .40% of first $250
Tax Exempt Virginia million of average
Fund(*) daily net assets;
.35% of such assets
between $250 million
and $500 million;
and .30% of such
assets in excess of
$500 million
<FN>
(*) During the fiscal year ended March 31, 1996, LB&T waived a portion of
its advisory fee for such series. There is no assurance that any fee
waivers will continue in the future.
</FN>
New advisory agreements for each of the foregoing series have also
been submitted for shareholder approval. If such agreements are approved, and
the Reorganization is consummated, LBTSA will replace LB&T as the investment
advisor to The Jamestown Bond Fund and The Jamestown Short Term Bond Fund.
Henry C. Spalding, Jr. is primarily responsible for managing
the portfolio of the Fund and has acted in this capacity since
the Fund's inception. Mr. Spalding is an officer of the Fund and
has been Executive Vice President of LB&T since 1988.
EVALUATION BY THE BOARD OF TRUSTEES. On February 3, 1997, the Board
of Trustees, including a majority of the Independent Trustees, by vote cast in
person, unanimously approved, subject to the required shareholder approval
described herein, the New Advisory Agreement.
In considering approval of the New Advisory Agreement, the Board of
Trustees carefully evaluated information it deemed necessary to enable it to
determine whether the New Advisory Agreement will be in the best interests of
the Fund and its shareholders. In making the recommendation to approve the New
Advisory Agreement, the Trustees evaluated the experience of LB&T's key
personnel in institutional investing, the quality of services LB&T is expected
to provide the Fund and the compensation proposed to be paid to LB&T. The
Trustees have given careful consideration to all factors deemed to be relevant
to the Fund, including, but not limited to: (1) the fees and
- 8 -
expense ratios of comparable mutual funds; (2) the performance of the Fund as
compared to similar mutual funds; (3) the nature and the quality of the
services expected to be rendered to the Fund by LB&T; (4) the distinct
investment objective and policies of the Fund; (5) that the compensation
payable to LB&T under the New Advisory Agreement will be at the same rate as
the compensation now payable under the Present Advisory Agreement; (6) that
the terms of the New Advisory Agreement are substantially the same as the
terms of the Present Advisory Agreement except for different effective and
termination dates and certain other changes which the Trustees consider to be
non-material; (7) the history, reputation, qualification and background of
LB&T, as well as the qualifications of the key personnel of LB&T; (8) the
financial condition of LB&T after the Reorganization; and (9) the commitment
of LB&T and/or LBTSA to pay or reimburse the Fund for expenses incurred in
connection with the Reorganization.
OTHER INFORMATION. MGF Service Corp. serves as the Fund's
administrator, transfer and dividend disbursing agent, and accounting and
pricing agent. The address of MGF Service Corp. is 312 Walnut Street,
21st Floor, Cincinnati, Ohio 45202. MGF Service Corp is a wholly-owned
subsidiary of Leshner Financial, Inc., of which Robert H. Leshner is the
controlling shareholder. Pursuant to an agreement dated December 10, 1996
between the shareholders of Leshner Financial, Inc. and Countrywide Credit
Industries, Inc. ("CCI"), CCI has agreed to acquire all of the outstanding
common stock of Leshner Financial, Inc. in exchange for newly issued common
stock of CCI. Following such acquisition, which is expected to be consummated
on or about February 28, 1997, Leshner Financial, Inc. will be a wholly-owned
subsidiary of CCI. CCI is a New York Stock Exchange listed company principally
engaged in residential mortgage lending.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE
NEW ADVISORY AGREEMENT.
II. APPROVAL OR DISAPPROVAL OF A NEW SUB-ADVISORY AGREEMENT
AMONG THE TRUST, LOWE BROCKENBROUGH & TATTERSALL, INC. AND
LOWE BROCKENBROUGH & TATTERSALL STRATEGIC ADVISORS, INC.
Subject to the approval of the Fund's shareholders described herein,
LB&T intends to retain LBTSA to manage that portion of the Fund's portfolio
invested in fixed-income securities pursuant to a Sub-Advisory Agreement among
the Trust, LB&T and LBTSA. Although LB&T has the capability to manage the
Fund's fixed-income portfolio, LB&T believes that for purposes of continuity
it is preferable for LBTSA to do so.
Under the Sub-Advisory Agreement, LBTSA will be employed to select
fixed-income securities for investment by the Fund, and upon making any
purchase or sale decision, place orders for the execution of such portfolio
- 9 -
transactions, all in accordance with the 1940 Act and any rules thereunder,
applicable state securities laws, the supervision and control of the Board of
Trustees of the Trust and the investment objectives, policies and restrictions
of the Fund, and instructions from LB&T.
LBTSA will receive a fee from LB&T (not the Fund), paid at the end of
each fiscal quarter of the Trust, in the amount of $1,250.
The Sub-Advisory Agreement directs LBTSA to give primary
consideration to the best net price and the most favorable execution in the
selection of brokers and dealers to execute fixed-income security portfolio
transactions for the Fund.
If the Sub-Advisory Agreement is approved by the Fund's shareholders,
it will become effective on the date of the Reorganization and will remain in
force for an initial term of two years, subject to annual approval by (a) the
Board of Trustees, or (b) a vote of a majority (as defined in the 1940 Act) of
the outstanding voting securities of the Fund; provided that in either event
continuance is also approved by a majority of the Independent Trustees, by a
vote cast in person at a meeting called for the purpose of approving such
approval. The Sub-Advisory Agreement may be terminated at any time, on sixty
days' written notice, without the payment of any penalty, by the Board of
Trustees, by a vote of a majority of the outstanding voting securities of the
Fund, or by LB&T. The Sub-Advisory Agreement automatically terminates in the
event of its assignment, as defined by the 1940 Act and the rules thereunder.
The Sub-Advisory Agreement provides that LBTSA 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 the Sub-Advisory
Agreement, or in accordance with 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 or breach of its duties or obligations thereunder.
In the event that shareholders of the Fund do not approve the
Sub-Advisory Agreement, LB&T will continue to serve as the sole investment
advisor of the Fund, either under the Present Advisory Agreement or, if
approved by shareholders of the Fund, under the New Advisory Agreement.
- 10 -
INFORMATION ON LBTSA. LBTSA is a newly organized Virginia
corporation, of which Fred T. Tattersall is the sole shareholder. LBTSA's
registration as an investment advisor is pending with the U.S. Securities and
Exchange Commission but will be effective prior to its becoming the Fund's
sub-advisor. Its address is 6620 West Broad Street, Richmond, Virginia 23230.
The sole director and the principal executive officer of LBTSA is Fred T.
Tattersall.
Upon completion of the Reorganization, LBTSA will retain the services
of all management personnel currently employed within the Fixed Income Unit of
LB&T. The employees of LB&T who currently provide fixed-income portfolio
management services to the Fund are expected to continue to provide such
services as employees of LBTSA, and there will be no change in their
responsibilities with respect to the Fund following the Reorganization.
Furthermore, LBTSA will conduct its business at the same location where LB&T
presently conducts its business.
EVALUATION BY THE BOARD OF TRUSTEES. On February 3, 1997, the Board
of Trustees, including a majority of the Independent Trustees, by vote cast in
person, unanimously approved, subject to the required shareholder approval
described herein, the Sub- Advisory Agreement.
In considering approval of the Sub-Advisory Agreement, the Board of
Trustees carefully evaluated information it deemed necessary to enable it to
determine whether the Sub-Advisory Agreement will be in the best interests of
the Fund and its shareholders. In making the recommendation to approve the
Sub- Advisory Agreement, the Trustees evaluated the experience of LBTSA's key
personnel in institutional investing, the quality of services LBTSA is
expected to provide the Fund and the compensation proposed to be paid to LBTSA
by LB&T. The Trustees have given careful consideration to all factors deemed
to be relevant to the Fund, including, but not limited to: (1) the performance
of the Fund as compared to similar mutual funds; (2) the nature and the
quality of the services expected to be rendered to the Fund by LBTSA; (3) the
distinct investment objectives and policies of the Fund; (4) the history,
reputation, qualification and background of the key personnel of LBTSA; (5)
the financial condition of LBTSA; and (6) the benefits expected to be realized
as a result of the Sub-Advisory Agreement.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE
SUB-ADVISORY AGREEMENT.
III. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Tait, Weller & Baker has been selected as the Fund's independent
public accountants for the current fiscal year by the Board of Trustees,
including a majority of the Independent Trustees. The employment of Tait,
Weller & Baker is conditional upon the right of the Trust,
- 11 -
by a vote of a majority of its outstanding shares, to terminate the
employment without any penalties.
Tait, Weller & Baker has acted as the Fund's independent public
accountants since the Fund's commencement of operations. If the Fund's
shareholders do not ratify the selection of Tait, Weller & Baker, other
certified public accountants will be considered for selection by the Board of
Trustees.
Representatives of Tait, Weller & Baker are not expected to be
present at the meeting, although they will have an opportunity to attend and
to make a statement, if they desire to do so. If representatives of Tait,
Weller & Baker are present, they will be available to respond to appropriate
questions from shareholders.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS RATIFY THE
SELECTION OF TAIT, WELLER & BAKER AS INDEPENDENT PUBLIC ACCOUNTANTS.
IV. OTHER BUSINESS
The proxy holders have no present intention of bringing any matter
before the meeting other than that specifically referred to above or matters
in connection with or for the purpose of effecting the same. Neither the proxy
holders nor the Board of Trustees are aware of any matters which may be
presented by others. If any other business shall properly come before the
meeting, the proxy holders intend to vote thereon in accordance with their
best judgment.
Any shareholder proposal intended to be presented at the next
shareholder meeting must be received by the Trust for inclusion in its Proxy
Statement and form of Proxy relating to such meeting at a reasonable time
before the solicitation of proxies for the meeting is made.
By Order of the Board of Trustees
John F. Splain
Secretary
Date: February 3, 1997
- -----------------------------------------------------------------
Please complete, date and sign the enclosed Proxy and return it
promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
- 12 -
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, entered into as of [ ], 1997, by and between WILLIAMSBURG
INVESTMENT TRUST, a Massachusetts business trust (the "Trust"), with respect
to THE JAMESTOWN BALANCED FUND, and LOWE BROCKENBROUGH & TATTERSALL, 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 Balanced 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 Balanced 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 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;
- 13 -
(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) brokers 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.
- 14 -
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.
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) Costs of Trust meetings;
(i) Federal and State registration or qualification fees
and expenses;
- 15 -
(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 excess expenses incurred over 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 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 $250 million 0.65%
Second $250 million 0.60%
All over $500 million 0.55%
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
- 16 -
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) 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, (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 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
- 17 -
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 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 for two years. 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
- 18 -
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 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 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
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.
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.
- 19 -
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:______________________ By:__________________________
Title:___________________ Title:_______________________
ATTEST: LOWE BROCKENBROUGH & TATTERSALL, INC.
By:______________________ By:___________________________
Title:___________________ Title:________________________
- 20 -
EXHIBIT B
SUB-ADVISORY AGREEMENT
Lowe Brockenbrough & Tattersall
Strategic Advisers, Inc.
6620 West Broad Street, Suite 300
Richmond, Virginia 23230-1720
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.
Lowe Brockenbrough & Tattersall, 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
- 21 -
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 Lowe Brockenbrough & Tattersall 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
- 22 -
Sub-Advisor, the investment objectives, policies and restrictions of the Fund
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
- 23 -
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-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.
- 24 -
For each fiscal quarter of the Fund, the Sub-Advisor shall prepare and
render reports to the Advisor 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.
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
- 25 -
solely responsible for the payment of fees to the Sub-Advisor, 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
- 26 -
of its duties or 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. 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.
- 27 -
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.
- 28 -
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.
- 29 -
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.
- 30 -
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.
LOWE BROCKENBROUGH & WILLIAMSBURG INVESTMENT TRUST
TATTERSALL, INC.
By:__________________________ By:__________________________
Title:______________________ Title:________________________
Date: Date:
ACCEPTANCE
The foregoing Agreement is hereby accepted.
LOWE BROCKENBROUGH &
TATTERSALL STRATEGIC
ADVISORS, INC.
By:__________________________
Title:_______________________
Date:
- 31 -
WILLIAMSBURG INVESTMENT TRUST
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 28, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The Jamestown International Equity Fund
The undersigned hereby appoints Austin Brockenbrough III and Fred T.
Tattersall, and each of them, as Proxies with power of substitution and hereby
authorizes each of them to represent and to vote as provided on the reverse
side, all shares of beneficial interest of the above Fund which the
undersigned is entitled to vote at the special meeting of shareholders to be
held on February 28, 1997 or at any adjournment thereof.
The undersigned acknowledges receipt of the Notice of Special Meeting and
Proxy Statement dated February 3, 1997.
Date: ________________________
NOTE: Please sign exactly as
your name appears on this
proxy. If signing for an
estate, trust or corporation,
title or capacity should
be stated. If the shares are
held jointly, both signers
should sign, although the
signature of one will bind the
other.
______________________________
______________________________
Signature(s) PLEASE SIGN IN
THE BOX ABOVE
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOX
BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK PENCIL. DO NOT
USE RED INK.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS DESCRIBED
HEREIN.
1. With respect to the approval of a new investment advisory
agreement with Lowe Brockenbrough & Tattersall, Inc.
("LB&T"), to become effective upon the closing of the
proposed reorganization of LB&T.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. With respect to the approval or disapproval of a new sub- advisory
agreement among Williamsburg Investment Trust, LB&T and Oechsle
International Advisors, L.P., to become effective upon the closing of
the proposed reorganization of LB&T.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. With respect to the ratification or rejection of the selection of
Tait, Weller & Baker as the Fund's independent public accountants for
the current fiscal year.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. In their discretion, the Proxies are authorized to vote upon
such other matters as may properly come before the meeting.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE SIDE, AND
RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
WILLIAMSBURG INVESTMENT TRUST
The Jamestown International Equity Fund
- ---------------------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on February 28, 1997
- ---------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that a special meeting of shareholders of The Jamestown
International Equity Fund (the "Fund"), a series of Williamsburg Investment
Trust, will be held at the offices of Lowe Brockenbrough & Tattersall, Inc. at
6620 West Broad Street, Suite 300, Richmond, Virginia 23230, on Friday,
February 28, 1997 at 10:00 a.m., Eastern time, to consider and vote on the
following matters:
1. To approve or disapprove a new investment advisory agreement
with Lowe Brockenbrough & Tattersall, Inc. ("LB&T"), to
become effective upon the closing of the proposed
reorganization of LB&T, whereby LB&T will continue to serve
as investment advisor to the Fund;
2. To approve or disapprove a new sub-advisory agreement among
the Trust, LB&T and Oechsle International Advisors, L.P., to
become effective upon the closing of the proposed
reorganization of LB&T;
3. To ratify or reject the selection of Tait, Weller & Baker as
the Fund's independent public accountants for the current
fiscal year; and
4. To transact any other business, not currently contemplated,
that may properly come before the meeting in the discretion
of the proxies or their substitutes.
Shareholders of record at the close of business on January 3, 1997 are
entitled to notice of and to vote at this meeting or any adjournment thereof.
By the order of the Board of Trustees
John F. Splain
Secretary
February 3, 1997
- ----------------------------------------------------------------------------
Please execute the enclosed proxy and return it promptly in the enclosed
envelope, thus avoiding unnecessary expense and delay. No postage is required
if mailed in the United States. The proxy is revocable and will not affect
your right to vote in person if you attend the meeting.
WILLIAMSBURG INVESTMENT TRUST
SPECIAL MEETING OF THE SHAREHOLDERS OF
THE JAMESTOWN INTERNATIONAL EQUITY FUND
To Be Held on February 28, 1997
- ----------------------------------------------------------------------------
PROXY STATEMENT
- ----------------------------------------------------------------------------
This proxy statement is furnished in connection with the solicitation
by the Board of Trustees of Williamsburg Investment Trust ("the Trust") of
proxies for use at the special meeting of shareholders or at any adjournment
thereof. This Proxy Statement and form of proxy were first mailed to
shareholders on or about February 6, 1997.
The primary purpose of the meeting is to consider a new investment
advisory agreement and a new sub-advisory agreement for the Fund as a result
of a proposed reorganization (the "Reorganization") of the current investment
manager of the Fund, Lowe Brockenbrough & Tattersall, Inc., by means of a
corporate restructuring into separate legal entities known as Lowe
Brockenbrough & Tattersall Strategic Advisors, Inc. ("LBTSA"), of which Fred
T. Tattersall will become the sole shareholder, and Lowe Brockenbrough &
Tattersall, Inc. ("LB&T"), of which Austin Brockenbrough III will become the
sole shareholder. Upon completion of the Reorganization, LB&T will continue to
manage the equity, balanced and municipal accounts of LB&T, including the
Fund, and LBTSA will manage the fixed-income accounts formerly managed by
LB&T.
A proxy, if properly executed, duly returned and not revoked, will be
voted in accordance with the specifications thereon. A proxy which is properly
executed which has no voting instructions as to a proposal will be voted for
that proposal. A shareholder may revoke a proxy at any time prior to use by
filing with the Secretary of the Trust an instrument revoking the proxy, by
submitting a proxy bearing a later date, or by attending and voting at the
meeting.
The Trust has retained Management Information Services Corp. ("MIS")
to solicit proxies for the special meeting. MIS is responsible for printing
proxy cards, mailing proxy material to shareholders, soliciting brokers,
custodians, nominees and fiduciaries, tabulating the returned proxies and
performing other proxy solicitation services. The anticipated cost of such
services is approximately $1,200 and will be paid by LB&T and/or LBTSA. LB&T
and/or LBTSA will also pay the preparation, printing and postage costs of the
solicitation.
- 1 -
In addition to solicitation through the mails, proxies may be
solicited by officers, employees and agents of the Trust without cost to the
Fund. Such solicitation may be by telephone, facsimile or otherwise. LB&T
and/or LBTSA will reimburse MIS, brokers, custodians, nominees and fiduciaries
for the reasonable expenses incurred by them in connection with forwarding
solicitation material to the beneficial owners of shares held of record by
such persons.
The Fund's most recent semiannual report is available at no charge by
writing to the Trust at P.O. Box 5354, Cincinnati, Ohio 45201-5354, or by
calling the Trust nationwide (toll-free) 800- 443-4249.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Trustees has fixed the close of business on January 3,
1997 as the record date for the determination of shareholders entitled to
notice of and to vote at the special meeting of shareholders or any
adjournment thereof. As of the record date there were 2,920,221.056 shares of
beneficial interest, no par value, of the Fund outstanding. All full shares of
the Fund are entitled to one vote, with proportionate voting for fractional
shares.
On January 3, 1997, Oechsle International Advisors Profit Sharing
Trust, One International Place, Boston, Massachusetts 02110, owned of record
5.7% of the Fund's outstanding shares and Consolidated Shoe Co., Inc., P.O.
Box 10549, Lynchburg, Virginia 24506, together with its Pension Plan and its
Profit Sharing Plan, owned of record 8.1% of the Fund's outstanding shares.
According to information available to the Trust, no other person owned of
record or beneficially 5% or more of the Fund's outstanding shares on the
record date.
If a quorum (more than 50% of the outstanding shares of the Fund) is
represented at the meeting, the vote of a majority of the outstanding shares
of the Fund is required for approval of the new investment advisory agreement
with LB&T (Proposal I) and the new sub-advisory agreement among the Trust,
LB&T and Oechsle International Advisors, L.P. (Proposal II). The vote of a
majority of the outstanding shares means the vote of the lesser of (1) 67% or
more of the shares present or represented by proxy at the meeting, if the
holders of more than 50% of the outstanding shares are present or represented
by proxy, or (2) more than 50% of the outstanding shares. If a quorum is
present at the meeting but sufficient votes to approve any matter are not
received, the persons named as proxies may propose one or more adjournments of
the meeting to permit further solicitation of proxies. Any such adjournment
will require the affirmative vote of a majority of those shares represented at
the meeting in person or by proxy. A shareholder vote may be
- 2 -
taken on one or more of the proposals in this proxy statement prior to any such
adjournment if sufficient votes have been received and it is otherwise
appropriate. Abstentions and "broker non-votes" are counted for purposes of
determining whether a quorum is present but do not represent votes cast with
respect to a proposal. "Broker non-votes" are shares held by a broker or
nominee for which an executed proxy is received by the Fund, but are not voted
as to one or more proposals because instructions have not been received from
the beneficial owners or persons entitled to vote and the broker or nominee
does not have discretionary voting power.
The Trustees of the Trust intend to vote all their shares in favor of
the proposal described herein. All Trustees and officers as a group owned of
record or beneficially 1.7% of the Fund's outstanding shares on the record
date.
I. APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT ADVISORY
AGREEMENT WITH LOWE BROCKENBROUGH & TATTERSALL, INC.
The Trust presently retains LB&T to manage the Fund's investments
pursuant to an Investment Advisory Agreement between the Trust and LB&T (the
"Present Advisory Agreement"). The Present Advisory Agreement is dated April
1, 1996 and was approved by the Board of Trustees, including a majority of the
Trustees who are not interested persons, as defined in the Investment Company
Act of 1940 (the "1940 Act"), of LB&T or of the Trust (the "Independent
Trustees"), on January 29, 1996. LB&T approved the Present Advisory Agreement
as sole shareholder of the Fund.
LB&T and the two shareholders of LB&T, Austin Brockenbrough III and
Fred T. Tattersall, have entered into an Agreement and Plan of Reorganization
and Corporate Separation (the "Reorganization Agreement") which provides that
Mr. Brockenbrough and Mr. Tattersall will cause LB&T to be reorganized, and
the Fixed Income Unit of LB&T will be operated as a new Virginia corporation
to be called Lowe Brockenbrough & Tattersall Strategic Advisors, Inc.
("LBTSA"). The Equity and Municipal Unit of LB&T will continue to operate as
Lowe Brockenbrough & Tattersall, Inc. As a result of this transaction, Mr.
Brockenbrough will become the sole shareholder of LB&T and Mr. Tattersall will
become the sole shareholder of LBTSA. The Reorganization could be viewed as
constituting a "change in control" of LB&T for purposes of the 1940 Act, and a
transaction which results in a change of control or management of an
investment advisor may be deemed an "assignment" of its investment advisory
agreement. The 1940 Act further provides that an investment advisory agreement
will automatically terminate in the event of its assignment. Accordingly, the
- 3 -
Board of Trustees proposes that a new investment advisory agreement between the
Trust and LB&T (the "New Advisory Agreement") be approved by shareholders of
the Fund.
The Reorganization will be consummated on February 28, 1997 or such
later date as may be agreed to by the parties to the Reorganization Agreement.
Consummation of the Reorganization is subject to certain conditions,
including, but not limited to: (i) receipt of an opinion from legal counsel
that the Reorganization will be a nontaxable transaction under the Internal
Revenue Code of 1986; (ii) receipt by both parties to the Reorganization of
such licenses, permits, consents and approvals of third parties as are
necessary for the consummation of the Reorganization; and (iii) the absence of
any injunction, writ or temporary restraining order or any order of any nature
issued by a court or governmental agency of competent jurisdiction directing
that any material transaction provided for in the Reorganization Agreement may
not be consummated. The Reorganization Agreement provides that LB&T, LBTSA and
their principals will be prohibited from engaging in the offering of,
solicitation for and provision of services to competing accounts advised or
managed by LB&T and LBTSA.
Upon completion of the Reorganization, LB&T will retain the services
of all of the current management and investment personnel within its Equity
and Municipal Unit. The employees of LB&T who currently provide portfolio
management services to the Fund are expected to continue to provide such
services and there will be no change in their responsibilities with respect to
the Fund following the Reorganization. Furthermore, no changes in LB&T's
method of operation, or the location where it conducts its business, are
contemplated.
The New Advisory Agreement. The terms and conditions of the New
Advisory Agreement are substantially identical to those of the Present
Advisory Agreement with the exception of the effective date and termination
date, and certain other changes described below.
Under the New Advisory Agreement, LB&T, or a sub-adviser retained by
LB&T, will select portfolio securities for investment by the Fund, purchase
and sell securities of the Fund, and upon making any purchase or sale
decision, place orders for the execution of such portfolio transactions, all
in accordance with the 1940 Act and any rules thereunder, applicable state
securities laws, the supervision and control of the Board of Trustees of the
Trust and the investment objectives, policies and restrictions of the Fund.
Pursuant to the New Advisory Agreement, LB&T will also provide certain
executive personnel for the Trust and any necessary office space, facilities
and equipment necessary for the conduct of its advisory activities on behalf
of the Fund. LB&T will receive a fee from the Fund, computed and
- 4 -
accrued daily and paid monthly, at an annual rate of 1.00% of the average
value of the daily net assets of the Fund. This is the same fee that LB&T
currently receives from the Fund under the Present Advisory Agreement. During
the period ended December 31, 1996, the Fund paid advisory fees of $142,096
(net of voluntary fee waivers) to LB&T for its services as investment advisor
to the Fund.
The New Advisory Agreement directs LB&T, or a sub-adviser retained by
LB&T, to give primary consideration to the best net price and the most
favorable execution in the selection of brokers and dealers to execute
portfolio transactions for the Fund. Consistent with this obligation, when
LB&T believes two or more brokers are comparable in price and execution, LB&T
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 persons of the Trust or LB&T.
If the New Advisory Agreement is approved by the Fund's shareholders,
it will become effective upon the consummation of the Reorganization. The New
Advisory Agreement provides that it will remain in force for an initial term
of two years and from year to year thereafter, subject to annual approval by
(a) the Board of Trustees or (b) a vote of a majority (as defined in the 1940
Act) of the outstanding voting securities of the Fund; provided that in either
event continuance is also approved by a majority of the Independent Trustees,
by a vote cast in person at a meeting called for the purpose of voting on such
approval. The New Advisory Agreement may be terminated at any time, on sixty
days' written notice, without the payment of any penalty, by the Board of
Trustees, by a vote of a majority of the outstanding voting securities of the
Fund, or by LB&T. The New Advisory Agreement automatically terminates in the
event of its assignment, as defined by the 1940 Act and the rules thereunder.
The New Advisory Agreement provides that LB&T shall not be liable for
any error of judgment, mistake of law or any loss whatsoever suffered by the
Trust in connection with the performance of the New Advisory 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 LB&T's willful
misfeasance, bad faith or gross negligence or from reckless disregard by LB&T,
or a violation of the standard of care established by its obligations
thereunder.
The New Advisory Agreement differs from the Present Advisory
Agreement in the following respects:
(1) The Present Advisory Agreement provides that the Trust will
register the Fund's shares in certain states which impose
expense limitations on the Fund only with the prior written
consent of LB&T. It further limits Fund
- 5 -
expenses to the most restrictive expense limitation imposed
on the Fund by states in which the Fund is qualified to sell
shares, or 2% of the Fund's average daily net assets, if
such state limitations are not so restrictive. Recent
federal legislation has limited the states in the
substantive regulation of mutual funds. Accordingly, states
are prohibited from applying any limitations to the expenses
of the Fund. Therefore, the New Advisory Agreement does not
make any reference to expense limitations which could
previously be imposed on the Fund by states in which the
Fund is qualified to sell shares. The New Advisory Agreement
does, however, continue to require LB&T to reduce its
advisory fees to the extent necessary to limit total
expenses of the Fund to 2% per annum of its average daily
net assets.
(2) The Present Advisory Agreement provides that LB&T will not
serve as investment adviser to any other investment company
having a similar investment objective to that of the Fund
without the written consent of the Trustees. This provision
is not included in the New Advisory Agreement with LB&T
because the Trustees have determined that LB&T should have
the ability to furnish investment advisory services to
others, without Trustee approval, as long as its services
provided to the Fund under the New Advisory Agreement are
not impaired.
(3) The New Advisory Agreement contains a provision, which is
required to be included by the Trust's Agreement and
Declaration of Trust, whereby LB&T agrees that the
obligations assumed by the Fund pursuant to the New Advisory
Agreement shall be limited in all cases to the Fund and its
assets, and that LB&T shall not seek satisfaction of any
such obligations from the shareholders of the Fund nor from
the Trustees.
The New Advisory Agreement is attached as Exhibit A. The description
set forth in this Proxy Statement of the New Advisory Agreement is qualified
in its entirety by reference to Exhibit A.
In the event that shareholders of the Fund do not approve the New
Advisory Agreement and the Reorganization is consummated, the Board of
Trustees will promptly seek to obtain for the Fund interim advisory services
either from LB&T or from another advisory organization. Thereafter, the Board
of Trustees would either negotiate a new investment advisory agreement with an
advisory organization selected by the Board or make other appropriate
arrangements, in either event subject to approval by
- 6 -
the shareholders of the Fund. In the event the Reorganization is not
consummated for any reason, LB&T will continue to serve as the investment
advisor of the Fund pursuant to the terms of the Present Advisory Agreement.
Information on LB&T. LB&T was organized as a Virginia corporation in
1970 and its shares are owned equally by Austin Brockenbrough III, and Fred T.
Tattersall. LB&T is registered as an investment advisor with the U.S.
Securities and Exchange Commission. Its address is 6620 West Broad Street,
Suite 300, Richmond, Virginia 23230. The directors and the principal
executive officers of LB&T are Mr. Brockenbrough and Mr. Tattersall, who also
serve as Trustees of the Trust. Following the Reorganization, Mr. Tattersall
will no longer be a shareholder of LB&T or serve as an officer or
director of LB&T.
LB&T serves as the investment advisor to corporations, retirement
trusts, pension and profit sharing plans, other businesses and institutional
accounts and individuals, having aggregate assets under LB&T's management of
approximately $5.5 billion. LB&T also serves as investment advisor to the
following series of the Trust:
Net Assets Rate of Compensation
Name of Fund (Sept 30, 1996) Paid to LB&T
- ------------ --------------- --------------------
The Jamestown $23,345,211 .65% of first
Equity Fund $500 million of
average daily net
assets and .50% of
such assets over
$500 million
The Jamestown $63,886,296 .65 of first $250
Balanced Fund million of average
Fund daily net assets;
.60% of such assets
between $250 million
and $500 million; and
.55% of such assets
in excess of $500
million
The Jamestown $77,867,730 .375% of average
Bond Fund daily net assets
The Jamestown $ 9,508,901 .375% of average
Short Term Bond Fund(*) daily net assets
- 7 -
The Jamestown $10,503,859 .40% of first $250
Tax Exempt Virginia million of average
Fund(*) daily net assets;
.35% of such assets
between $250 million
and $500 million; and
.30% of such assets
in excess of $500
million
<FN>
(*) During the fiscal year ended March 31, 1996, LB&T waived a portion of
its advisory fee for such series. There is no assurance that any fee
waivers will continue in the future.
</FN>
New advisory agreements for each of the foregoing series have also
been submitted for shareholder approval. If such agreements are approved, and
the Reorganization is consummated, LBTSA will replace LB&T as the investment
advisor to The Jamestown Bond Fund and The Jamestown Short Term Bond Fund.
Evaluation by the Board of Trustees. On February 3, 1997, the Board
of Trustees, including a majority of the Independent Trustees, by vote cast in
person, unanimously approved, subject to the required shareholder approval
described herein, the New Advisory Agreement.
In considering approval of the New Advisory Agreement, the Board of
Trustees carefully evaluated information it deemed necessary to enable it to
determine whether the New Advisory Agreement will be in the best interests of
the Fund and its shareholders. In making the recommendation to approve the New
Advisory Agreement, the Trustees evaluated the experience of LB&T's key
personnel in institutional investing, the quality of services LB&T is expected
to provide to the Fund and the compensation proposed to be paid to LB&T. The
Trustees have given careful consideration to all factors deemed to be relevant
to the Fund, including, but not limited to: (1) the fees and expense ratios of
comparable mutual funds; (2) the performance of the Fund as compared to
similar mutual funds; (3) the nature and the quality of the services expected
to be rendered to the Fund by LB&T; (4) the distinct investment objective and
policies of the Fund; (5) that the compensation payable to LB&T under the New
Advisory Agreement will be at the same rate as the compensation now payable
under the Present Advisory Agreement; (6) that the terms of the New Advisory
Agreement are substantially the same as the terms of the Present Advisory
Agreement except for different effective and termination dates and certain
other changes which the Trustees consider to be non-material; (7) the history,
reputation, qualification and background of LB&T, as well as the
qualifications of the key personnel of LB&T; (8) the financial condition of
LB&T after the Reorganization; and (9) the commitment of LB&T and/or LBTSA to
pay or reimburse the Fund for expenses incurred in connection with the
Reorganization.
- 8 -
Other Information. MGF Service Corp. serves as the Fund's
administrator, transfer and dividend disbursing agent, and accounting and
pricing agent. The address of MGF Service Corp. is 312 Walnut Street,
21st Floor, Cincinnati, Ohio 45202. MGF Service Corp is a wholly-owned
subsidiary of Leshner Financial, Inc., of which Robert H. Leshner is the
controlling shareholder. Pursuant to an agreement dated December 10, 1996
between the shareholders of Leshner Financial, Inc. and Countrywide Credit
Industries, Inc. ("CCI"), CCI has agreed to acquire all of the outstanding
common stock of Leshner Financial, Inc. in exchange for newly issued common
stock of CCI. Following such acquisition, which is expected to be consummated
on or about February 28, 1997, Leshner Financial, Inc. will be a wholly-owned
subsidiary of CCI. CCI is a New York Stock Exchange listed company principally
engaged in residential mortgage lending.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE
NEW ADVISORY AGREEMENT.
II. APPROVAL OF DISAPPROVAL OF A NEW SUB-ADVISORY AGREEMENT
AMONG THE TRUST, LOWE BROCKENBROUGH & TATTERSALL, INC. AND
OECHSLE INTERNATIONAL ADVISORS, L.P.
LB&T has retained Oechsle International Advisors, L.P. ("OIA") to
manage the Fund's investments pursuant to a Sub- Advisory Agreement among the
Trust, OIA and LB&T (the "Present Sub-Advisory Agreement"). The Present
Sub-Advisory Agreement is dated April 1, 1996 and was approved by the Board of
Trustees, including a majority of the Independent Trustees, on January 29,
1996. LB&T, as sole shareholder of the Fund, approved the Present Sub-Advisory
Agreement.
The Reorganization could be viewed as constituting a "change in
control" of LB&T, a party to the Present Sub-Advisory Agreement, for purposes
of the 1940 Act and cause the "assignment" and resulting termination of the
Present Sub- Advisory Agreement. Accordingly, the Board of Trustees proposes
that a new subadvisory agreement among the Trust, OIA and LB&T (the "New
Sub-Advisory Agreement") be approved by shareholders of the Fund.
The New Sub-Advisory Agreement. The terms and conditions of the New
Sub-Advisory Agreement are identical in all material respects to those of the
Present Sub-Advisory Agreement with the exception of the effective and
termination dates.
Under the New Sub-Advisory Agreement, OIA will select the portfolio
securities for investment by the Fund, purchase and sell securities for the
Fund, and upon making any purchase or sale decision, place orders for the
execution of such portfolio transactions, subject to the supervision and
control of LB&T and the Board of Trustees, such specific instructions as the
Board of Trustees may adopt and communicate to OIA, the investment objectives,
policies and restrictions of the Fund and
- 9 -
instructions from LB&T. LB&T (not the Fund) will pay OIA a fee for these
services, computed and paid monthly, equal to one-half of the advisory fee
(net of fee waivers whether they be required by law or undertaken voluntarily)
received by LB&T from the Fund. This is the same fee that OIA currently
receives from LB&T under the Present Sub-Advisory Agreement. LB&T is solely
responsible for the payment of fees to OIA and OIA agrees to seek payment of
its fees solely from LB&T. During the period ended December 31, 1996, LB&T
paid subadvisory fees of $71,048 to OIA for its services under the Present
Sub-Advisory Agreement.
If the New Sub-Advisory Agreement is approved by the Fund's
shareholders, it will become effective upon the consummation of the
Reorganization. The New Sub-Advisory Agreement provides that it will remain in
force for an initial term of two years and from year to year thereafter,
subject to annual approval by (a) the Board of Trustees or (b) a vote of a
majority (as defined in the 1940 Act) of the outstanding voting securities of
the Fund; provided that in either event continuance is also approved by a
majority of the Independent Trustees, by a vote cast in person at a meeting
called for the purpose of voting on such approval. The New Sub-Advisory
Agreement may terminated at any time, on sixty days' written notice, without
the payment of any penalty, by the Board of Trustees, by a vote of a majority
of the outstanding voting securities of the Fund, by LB&T or by OIA. The New
Sub- Advisory Agreement automatically terminates in the event of its
assignment, as defined by the 1940 Act and the rules thereunder.
The New Sub-Advisory Agreement provides that OIA shall not be liable
for any action taken or omitted 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 conferred upon it by such Agreement, or in accordance with specific
instructions from the Trust, provided that such acts or omissions shall not
have resulted from OIA's willful misfeasance, bad faith or gross negligence, a
violation of the standard of care established by and applicable to OIA in its
actions under such Agreement, or breach of its obligations thereunder.
The New Sub-Advisory Agreement is attached as Exhibit B. The
description set forth in this Proxy Statement of the New Sub- Advisory
Agreement is qualified in its entirety by reference to Exhibit B.
In the event that shareholders of the Fund do not approve the New
Sub-Advisory Agreement and the Reorganization is consummated, the Board of
Trustees will promptly seek to obtain for the Fund interim subadvisory
services either from OIA or from another advisory organization. Thereafter,
the Board of Trustees would either negotiate a new subadvisory agreement with
an advisory organization selected by the Board or make other appropriate
arrangements, in either event subject to approval by the shareholders of the
Fund. In the event the Reorganization is not consummated for any reason, OIA
will continue to serve as the
- 10 -
sub-adviser of the Fund pursuant to the terms of the Present Sub-
Advisory Agreement.
Information on OIA. OIA is a Limited Partnership of which Oechsle
Group, L.P. is the General Partner. The limited partners are Dresdner Asset
Management (U.S.A.) Corporation (a subsidiary of Dresdner Bank A.G.) and the
OIA Limited Partnership Interest Trust (which is beneficially owned by the
employees of OIA). The Managing Partner of Oechsle Group, L.P. is Walter
Oechsle. The address of OIA and Oechsle Group, L.P. is One International
Place, Boston, Massachusetts 02110.
Evaluation by the Board of Trustees. On February 3, 1997, the Board
of Trustees, including a majority of the Independent Trustees, by vote cast in
person, unanimously approved, subject to the required shareholder approval
described herein, the New Sub-Advisory Agreement.
In considering approval of the New Sub-Advisory Agreement, the Board
of Trustees carefully evaluated information it deemed necessary to enable it
to determine whether the New Sub-Advisory Agreement will be in the best
interests of the Fund and its shareholders. In making the recommendation to
approve the New Sub-Advisory Agreement, the Trustees evaluated the experience
of OIA's key personnel in institutional investing, the quality of services OIA
is expected to provide to the Fund and the compensation proposed to be paid to
OIA by LB&T. The Trustees have given careful consideration to all factors
deemed to be relevant to the Fund, including, but not limited to: (1) the
performance of the Fund as compared to similar mutual funds; (2) the nature
and the quality of the services expected to be rendered to the Fund by OIA;
(3) the distinct investment objective and policies of the Fund; (4) that the
compensation payable to OIA under the New Sub-Advisory Agreement will be at
the same rate as the compensation now payable to OIA under the Present
Sub-Advisory Agreement; (5) that the terms of the New Sub-Advisory Agreement
substantially identical in all material respects as the terms of the Present
Sub-Advisory Agreement except for different effective and termination dates;
(6) the history, reputation, qualification and background of OIA, as well as
the qualifications of the key personnel of OIA; (7) the financial condition of
OIA; and (8) the benefits expected to be realized as a result of the New
Sub-Advisory Agreement.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE
NEW SUB-ADVISORY AGREEMENT.
III. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Tait, Weller & Baker has been selected as the Fund's independent
public accountants for the current fiscal year by the Board of Trustees,
including a majority of the Independent Trustees. The employment of Tait,
Weller & Baker is conditional upon the right of the Trust, by a vote of a
- 11 -
majority of its outstanding shares, to terminate the employment without any
penalties.
Tait, Weller & Baker has acted as the Fund's independent public
accountants since the Fund's commencement of operations. If the Fund's
shareholders do not ratify the selection of Tait, Weller & Baker, other
certified public accountants will be considered for selection by the Board of
Trustees.
Representatives of Tait, Weller & Baker are not expected to be
present at the meeting although they will have an opportunity to attend and to
make a statement, if they desire to do so. If representatives of Tait, Weller
& Baker are present, they will be available to respond to appropriate
questions from shareholders.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS RATIFY THE
SELECTION OF TAIT, WELLER & BAKER AS INDEPENDENT PUBLIC ACCOUNTANTS.
IV. OTHER BUSINESS
The proxy holders have no present intention of bringing any matter
before the meeting other than that specifically referred to above or matters
in connection with or for the purpose of effecting the same. Neither the proxy
holders nor the Board of Trustees are aware of any matters which may be
presented by others. If any other business shall properly come before the
meeting, the proxy holders intend to vote thereon in accordance with their
best judgment.
Any shareholder proposal intended to be presented at the next
shareholder meeting must be received by the Trust for inclusion in its Proxy
Statement and form of Proxy relating to such meeting at a reasonable time
before the solicitation of proxies for the meeting is made.
By Order of the Board of Trustees
John F. Splain
Secretary
Date: February 3, 1997
- -----------------------------------------------------------------
Please complete, date and sign the enclosed Proxy and return it
promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
- 12 -
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, entered into as of [ ], 1997, by and between WILLIAMSBURG
INVESTMENT TRUST, a Massachusetts business trust (the "Trust"), on behalf of
THE JAMESTOWN INTERNATIONAL EQUITY FUND, and LOWE BROCKENBROUGH & TATTERSALL,
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 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 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 By-Laws (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;
- 13 -
(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) brokers 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.
- 14 -
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.
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 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
- 15 -
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 excess expenses incurred over 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 Fund 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 1.00% 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 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) 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
- 16 -
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 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
- 17 -
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 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 for two years. 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
- 18 -
(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 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 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
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.
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.
- 19 -
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: LOWE BROCKENBROUGH & TATTERSALL, INC.
By:______________________ By:___________________________
Title:___________________ Title:________________________
- 20 -
EXHIBIT B
SUB-ADVISORY AGREEMENT
Oechsle International Advisors, L.P.
One International Place
Boston, Massachusetts 02110
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 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.
Lowe, Brockenbrough & Tattersall, 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 may be
made by advisory organizations recommended by the Adviser and approved by the
Board of Trustees of the Trust.
1. APPOINTMENT AS SUB-ADVISER. The Trust being duly
authorized hereby appoints and employs Oechsle International
- 21 -
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,
- 22 -
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 The Northern Trust
Company 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
- 23 -
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
- 24 -
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. Adviser may execute portfolio transactions for the
Fund's account with a broker or dealer which is an "affiliated person"
(as defined in the Act) of the Trust, the Adviser or the Sub-Adviser or any
other investment adviser of the Trust. The Adviser agrees that it will provide
the Sub-Adviser with a list of brokers and dealers which are "affiliated
persons" of the Trust, the Adviser or the Sub-Adviser.
- 25 -
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
- 26 -
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
- 27 -
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 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
- 28 -
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
- 29 -
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.
- 30 -
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, unless sooner
terminated as provided herein, 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
- 31 -
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, 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-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.
- 32 -
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 Commonwealth of Virginia.
LOWE BROCKENBROUGH & WILLIAMSBURG INVESTMENT TRUST
TATTERSALL, INC.
By:______________________ By:__________________________
Title:___________________ Title: ______________________
Date: [ ], 1997 Date: [ ], 1997
ACCEPTANCE
The foregoing Agreement is hereby accepted.
OECHSLE INTERNATIONAL
ADVISORS, L.P.
By:__________________
Title:_______________
Date: [ ], 1997
- 33 -
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.
- 34 -
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 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.
*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.
- 35 -
WILLIAMSBURG INVESTMENT TRUST
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 28, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The Jamestown Bond Fund
The undersigned hereby appoints Austin Brockenbrough III and Fred T.
Tattersall, and each of them, as Proxies with power of substitution and hereby
authorizes each of them to represent and to vote as provided on the reverse
side, all shares of beneficial interest of the above Fund which the
undersigned is entitled to vote at the special meeting of shareholders to be
held on February 28, 1997 or at any adjournment thereof.
The undersigned acknowledges receipt of the Notice of Special Meeting and
Proxy Statement dated February 3, 1997.
Date: ________________________
NOTE: Please sign exactly as
your name appears on this
proxy. If signing for an
estate, trust or corporation,
title or capacity should
be stated. If the shares are
held jointly, both signers
should sign, although the
signature of one will bind the
other.
______________________________
______________________________
Signature(s) PLEASE SIGN IN
THE BOX ABOVE
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOX
BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK PENCIL. DO NOT
USE RED INK.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS DESCRIBED
HEREIN.
1. With respect to the approval or disapproval of a new investment
advisory agreement with Lowe Brockenbrough & Tattersall Strategic
Advisors, Inc., to become effective upon the closing of the proposed
reorganization of the Fund's current investment advisor, Lowe
Brockenbrough & Tattersall, Inc.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. With respect to the ratification or rejection of the selection of
Tait, Weller & Baker as the Fund's independent public accountants for
the current fiscal year.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, the Proxies are authorized to vote upon
such other matters as may properly come before the meeting.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE SIDE, AND
RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
WILLIAMSBURG INVESTMENT TRUST
THE JAMESTOWN BOND FUND
- ---------------------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 28, 1997
- ---------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that a special meeting of shareholders of The Jamestown
Bond Fund (the "Fund"), a series of Williamsburg Investment Trust, will be
held at the offices of Lowe Brockenbrough & Tattersall, Inc. at 6620 West
Broad Street, Suite 300, Richmond, Virginia 23230, on Friday, February 28,
1997 at 10:00 a.m., Eastern time, to consider and vote on the following
matters:
1. To approve or disapprove a new investment advisory agreement
with Lowe Brockenbrough & Tattersall Strategic Advisors,
Inc., to become effective upon the closing of the proposed
reorganization of the Fund's current investment advisor,
Lowe Brockenbrough & Tattersall, Inc.;
2. To ratify or reject the selection of Tait, Weller & Baker as
the Fund's independent public accountants for the current
fiscal year; and
3. To transact any other business, not currently contemplated,
that may properly come before the meeting in the discretion
of the proxies or their substitutes.
Shareholders of record at the close of business on January 3, 1997 are
entitled to notice of and to vote at this meeting or any adjournment thereof.
By the order of the Board of Trustees
John F. Splain
Secretary
February 3, 1997
- ----------------------------------------------------------------------------
Please execute the enclosed proxy and return it promptly in the enclosed
envelope, thus avoiding unnecessary expense and delay. No postage is required
if mailed in the United States. The proxy is revocable and will not affect
your right to vote in person if you attend the meeting.
WILLIAMSBURG INVESTMENT TRUST
SPECIAL MEETING OF THE SHAREHOLDERS OF
THE JAMESTOWN BOND FUND
To Be Held on February 28, 1997
- ---------------------------------------------------------------------------
PROXY STATEMENT
- ---------------------------------------------------------------------------
This proxy statement is furnished in connection with the solicitation
by the Board of Trustees of Williamsburg Investment Trust ("the Trust") of
proxies for use at the special meeting of shareholders or at any adjournment
thereof. This Proxy Statement and form of proxy were first mailed to
shareholders on or about February 6, 1997.
The primary purpose of the meeting is to consider a new investment
advisory agreement for the Fund as a result of a proposed reorganization (the
"Reorganization") of the current investment advisor of the Fund, Lowe
Brockenbrough & Tattersall, Inc., by means of a corporate restructuring into
separate legal entities known as Lowe Brockenbrough & Tattersall Strategic
Advisors, Inc. ("LBTSA"), of which Fred T. Tattersall will become the sole
shareholder, and Lowe Brockenbrough & Tattersall, Inc. ("LB&T"), of which
Austin Brockenbrough III will become the sole shareholder. Upon completion of
the Reorganization, LB&T will continue to manage the equity, balanced and
municipal accounts of LB&T and LBTSA will manage the fixed-income accounts,
including the Fund, which were formerly managed by LB&T.
A proxy, if properly executed, duly returned and not revoked, will be
voted in accordance with the specifications thereon. A proxy which is properly
executed which has no voting instructions as to a proposal will be voted for
that proposal. A shareholder may revoke a proxy at any time prior to use by
filing with the Secretary of the Trust an instrument revoking the proxy, by
submitting a proxy bearing a later date, or by attending and voting at the
meeting.
The Trust has retained Management Information Services Corp. ("MIS")
to solicit proxies for the special meeting. MIS is responsible for printing
proxy cards, mailing proxy material to shareholders, soliciting brokers,
custodians, nominees and fiduciaries, tabulating the returned proxies and
performing other proxy solicitation services. The anticipated cost of such
services is approximately $1,000 and will be paid by LB&T and/or LBTSA. LB&T
and/or LBTSA will also pay the preparation, printing and postage costs of the
solicitation.
- 1 -
In addition to solicitation through the mails, proxies may be
solicited by officers, employees and agents of the Trust without cost to the
Fund. Such solicitation may be by telephone, facsimile or otherwise. LB&T
and/or LBTSA will reimburse MIS, brokers, custodians, nominees and fiduciaries
for the reasonable expenses incurred by them in connection with forwarding
solicitation material to the beneficial owners of shares held of record by
such persons.
The Fund's Annual Report for the fiscal year ended March 31, 1996 and
the Fund's most recent semiannual report are available at no charge by writing
to the Trust at P.O. Box 5354, Cincinnati, Ohio 45201-5354, or by calling the
Trust nationwide (toll-free) 800-443-4249.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Trustees has fixed the close of business on January 3,
1997 as the record date for the determination of shareholders entitled to
notice of and to vote at the special meeting of shareholders or any
adjournment thereof. As of the record date there were 7,367,117.371 shares of
beneficial interest, no par value, of the Fund outstanding. All full shares of
the Fund are entitled to one vote, with proportionate voting for fractional
shares.
On January 3, 1997 the following shareholders owned of record 5% or
more of the Fund's outstanding shares:
PERCENTAGE OWNED
Halifax Regional Hospital 13.0%
2204 Wilborn Avenue
South Boston, Virginia 24592
Crestar Bank as Trustee for
Norfolk Dredging Company
Profit Sharing Plan 5.8%
P.O. Box 26246
Richmond, Virginia 26246
Rockingham Health Care, Inc. 12.8%
235 Cantrell Avenue
Harrisonburg, Virginia 22801
Rockingham Memorial Hospital
Retirement Plan 8.5%
235 Cantrell Avenue
Harrisonburg, Virginia 22801
- 2 -
Calvert Memorial Hospital 10.2%
100 Hospital Road
Prince Frederick, Maryland 20678
Virginia International
Terminals, Inc. Pension Plan 11.7%
P.O. Box 1387
Norfolk, Virginia 23501
The Lincoln Lane Foundation 5.2%
112 Granby Street, Suite 300
Norfolk, Virginia 23510
Light & Co. for Norship Co.
c/o First National Bank of Maryland 6.5%
P.O. Box 1596
Baltimore, Maryland 21203
According to information available to the Trust, no other person owned of
record or beneficially 5% or more of the Fund's outstanding shares on the
record date.
If a quorum (more than 50% of the outstanding shares of the Fund) is
represented at the meeting, the vote of a majority of the outstanding shares
of the Fund is required for approval of the new investment advisory agreement
with LBTSA (Proposal I). The vote of a majority of the outstanding shares
means the vote of the lesser of (1) 67% or more of the shares present or
represented by proxy at the meeting, if the holders of more than 50% of the
outstanding shares are present or represented by proxy, or (2) more than 50%
of the outstanding shares. If a quorum is present at the meeting but
sufficient votes to approve any matter are not received, the persons named as
proxies may propose one or more adjournments of the meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative
vote of a majority of those shares represented at the meeting in person or by
proxy. A shareholder vote may be taken on one or more of the proposals in this
proxy statement prior to any such adjournment if sufficient votes have been
received and it is otherwise appropriate. Abstentions and "broker non-votes"
are counted for purposes of determining whether a quorum is present but do not
represent votes cast with respect to a proposal. "Broker non-votes" are shares
held by a broker or nominee for which an executed proxy is received by the
Fund, but are not voted as to one or more proposals because instructions have
not been received from the beneficial owners or persons entitled to vote and
the broker or nominee does not have discretionary voting power.
The Trustees of the Trust intend to vote all their shares in favor of
the proposal described herein. All Trustees and officers as a group owned of
record or beneficially less than 1% of the Fund's outstanding shares on the
record date.
- 3 -
I. APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT ADVISORY
AGREEMENT WITH LOWE BROCKENBROUGH & TATTERSALL STRATEGIC
ADVISORS, INC.
The Trust presently retains LB&T to manage the Fund's investments
pursuant to an Investment Advisory Agreement between the Trust and LB&T (the
"Present Advisory Agreement"). The Present Advisory Agreement is dated as of
March 21, 1991 and was last approved by the Board of Trustees, including a
majority of the Trustees who are not interested persons, as defined in the
Investment Company Act of 1940 (the"1940 Act"), of LB&T or of the Trust (the
"Independent Trustees"), on January 29, 1996. The shareholders of the Fund
approved the Present Advisory Agreement on October 30, 1991.
LB&T and the two shareholders of LB&T, Austin Brockenbrough III and
Fred T. Tattersall, have entered into an Agreement and Plan of Reorganization
and Corporate Separation (the "Reorganization Agreement") which provides that
Mr. Brockenbrough and Mr. Tattersall will cause LB&T to be reorganized, and
the Fixed Income Unit of LB&T will be operated as a new Virginia corporation
to be called Lowe Brockenbrough & Tattersall Strategic Advisors, Inc.
("LBTSA"). The Equity and Municipal Unit of LB&T will continue to operate as
Lowe Brockenbrough & Tattersall, Inc. As a result of this transaction, Mr.
Brockenbrough will become the sole shareholder of LB&T and Mr. Tattersall will
become the sole shareholder of LBTSA. The Reorganization could be viewed as
constituting a "change in control" of LB&T for purposes of the 1940 Act, and a
transaction which results in a change of control or management of an
investment advisor may be deemed an "assignment" of its investment advisory
agreement. The 1940 Act further provides that an investment advisory agreement
will automatically terminate in the event of its assignment. Accordingly, the
Board of Trustees proposes that a new investment advisory agreement between
the Trust and LBTSA (the "New Advisory Agreement") be approved by shareholders
of the Fund.
The Reorganization will be consummated on February 28, 1997 or such
later date as may be agreed to by the parties to the Reorganization Agreement.
Consummation of the Reorganization is subject to certain conditions,
including, but not limited to: (i) receipt of an opinion from legal counsel
that the Reorganization will be a nontaxable transaction under the Internal
Revenue Code of 1986; (ii) receipt by both parties to the Reorganization of
such licenses, permits, consents and approvals of third parties as are
necessary for the consummation of the Reorganization; and (iii) the absence of
any injunction, writ or temporary restraining order or any order of any nature
issued by a court or governmental agency of competent jurisdiction directing
that any material transaction provided for in the Reorganization Agreement
- 4 -
may not be consummated. The Reorganization Agreement provides that LB&T, LBTSA
and their principals will be prohibited from engaging in the offering of,
solicitation for and provision of services to competing accounts advised or
managed by LB&T and LBTSA.
Upon completion of the Reorganization, LBTSA will retain the services
of all of the management and investment personnel currently employed within
the Fixed Income Unit of LB&T. The employees of LB&T who currently provide
portfolio management services to the Fund are expected to continue to provide
such services as employees of LBTSA, and there will be no change in their
responsibilities with respect to the Fund following the Reorganization.
Furthermore, LBTSA will conduct its business at the same location where LB&T
presently conducts its business.
THE NEW ADVISORY AGREEMENT. The terms and conditions of the New
Advisory Agreement are substantially identical to those of the Present
Advisory Agreement with the exception of the identity of the investment
advisor, the effective date and termination date, and certain other changes
described below.
Under the New Advisory Agreement, LBTSA will select portfolio
securities for investment by the Fund, purchase and sell securities of the
Fund, and upon making any purchase or sale decision, place orders for the
execution of such portfolio transactions, all in accordance with the 1940 Act
and any rules thereunder, applicable state securities laws, the supervision
and control of the Board of Trustees of the Trust and the investment
objectives, policies and restrictions of the Fund. Pursuant to the New
Advisory Agreement, LBTSA will also provide certain executive personnel for
the Trust and any necessary office space, facilities and equipment necessary
for the conduct of its advisory activities on behalf of the Fund. LBTSA will
receive a fee from the Fund, computed and accrued daily and paid monthly, at
an annual rate of .375% of the average value of the daily net assets of the
Fund. This is the same fee that LB&T currently receives from the Fund under
the Present Advisory Agreement. During the fiscal year ended March 31, 1996,
the Fund paid advisory fees of $305,247 to LB&T for its services as investment
advisor to the Fund.
The New Advisory Agreement directs LBTSA to give primary
consideration to the best net price and the most favorable execution in the
selection of brokers and dealers to execute portfolio transactions for the
Fund. Consistent with this obligation, when LBTSA believes two or more brokers
are comparable in price and execution, LBTSA may prefer brokers and dealers
who provide the Fund with research advice and other valuable services.
- 5 -
If the New Advisory Agreement is approved by the Fund's shareholders,
it will become effective upon the consummation of the Reorganization. The New
Advisory Agreement provides that it will remain in force for an initial term
of two years and from year to year thereafter, subject to annual approval by
(a) the Board of Trustees or (b) a vote of a majority (as defined in the 1940
Act) of the outstanding voting securities of the Fund; provided that in either
event continuance is also approved by a majority of the Independent Trustees,
by a vote cast in person at a meeting called for the purpose of voting on such
approval. The New Advisory Agreement may be terminated at any time, on sixty
days' written notice, without the payment of any penalty, by the Board of
Trustees, by a vote of a majority of the outstanding voting securities of the
Fund, or by LBTSA. The New Advisory Agreement automatically terminates in the
event of its assignment, as defined by the 1940 Act and the rules thereunder.
The New Advisory Agreement provides that LBTSA shall not be liable
for any error of judgment, mistake of law or any loss whatsoever suffered by
the Trust in connection with the performance of the New Subadvisory 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 LBTSA's willful
misfeasance, bad faith or gross negligence or from reckless disregard by
LBTSA, or a violation of the standard of care established by its obligations
thereunder.
In addition to the change in the identity of the Fund's investment
advisor from LB&T to LBTSA, the New Advisory Agreement differs from the
Present Advisory Agreement in the following respects:
(1) The Present Advisory Agreement provides that such Agreement
will be construed in accordance with, and governed by, the
laws of the State of North Carolina. Such decision was made
with respect to the Present Advisory Agreement because the
Fund's previous administrator, at the time the Present
Advisory Agreement was executed, was located in North
Carolina. The Fund's current administrator is not located in
North Carolina, and the New Advisory Agreement provides that
such Agreement will be construed in accordance with, and
governed by, the laws of the Commonwealth of Virginia
because LBTSA's offices are located in Virginia.
(2) The Present Advisory Agreement provides that LB&T will not
serve as investment adviser to any other investment company
having a similar investment objective to that of the Fund
without the written consent of the Trustees. This provision
is not included in the New Advisory Agreement with LBTSA
because the Trustees have
- 6 -
determined that LBTSA should have the ability to furnish
investment advisory services to others, without Trustee
approval, as long as its services provided to the Fund under
the New Advisory Agreement are not impaired.
(3) The New Advisory Agreement contains a provision, which is
required to be included by the Trust's Agreement and
Declaration of Trust, whereby LBTSA agrees that the
obligations assumed by the Fund pursuant to the New Advisory
Agreement shall be limited in all cases to the Fund and its
assets, and that LBTSA shall not seek satisfaction of any
such obligations from the shareholders of the Fund nor from
the Trustees.
The New Advisory Agreement is attached as Exhibit A. The description
set forth in this Proxy Statement of the New Advisory Agreement is qualified
in its entirety by reference to Exhibit A.
In the event that shareholders of the Fund do not approve the New
Advisory Agreement and the Reorganization is consummated, the Board of
Trustees will promptly seek to obtain for the Fund interim advisory services
either from LBTSA or from another advisory organization. Thereafter, the Board
of Trustees would either negotiate a new investment advisory agreement with an
advisory organization selected by the Board or make other appropriate
arrangements, in either event subject to approval by the shareholders of the
Fund. In the event the Reorganization is not consummated for any reason, LB&T
will continue to serve as the investment advisor of the Fund pursuant to the
terms of the Present Advisory Agreement.
INFORMATION ON LBTSA. LBTSA is a newly organized Virginia
corporation, of which Fred T. Tattersall is the sole shareholder. LBTSA's
registration as an investment advisor is pending with the U.S. Securities and
Exchange Commission but will be effective prior to its becoming the Fund's
investment advisor. Its address is 6620 West Broad Street, Richmond, Virginia
23230. The sole director and the principal executive officer of LBTSA is Fred
T. Tattersall.
INFORMATION ON LB&T. LB&T was organized as a Virginia corporation in
1970 and its shares are owned equally by Austin Brockenbrough III, and Fred T.
Tattersall. LB&T is registered as an investment advisor with the U.S.
Securities and Exchange Commission. Its address is 6620 West Broad Street,
Suite 300, Richmond, Virginia 23230. The directors and the principal
executive officers of LB&T are Mr. Brockenbrough and Mr. Tattersall, who also
serve as Trustees of the Trust. Following the Reorganization, Mr. Tattersall
will no longer be a shareholder of LB&T or serve as an officer or
director of LB&T.
- 7 -
LB&T serves as the investment advisor to corporations, retirement
trusts, pension and profit sharing plans, other business and institutional
accounts and individuals, having aggregate assets under LB&T's management of
approximately $5.5 billion. LB&T also serves as investment advisor to the
following series of the Trust:
Net Assets Rate of Compensation
Name of Fund (Sept 30, 1996) Paid to LB&T
- ------------ --------------- ------------
The Jamestown $23,345,211 .65% of first
Equity Fund $500 million of
average daily net
assets and .55% of
such assets over
$500 million
The Jamestown $27,137,934 1.00% of average
International Equity daily net assets
Fund
The Jamestown $63,886,296 .65% of first
Balanced Fund $250 million of
average daily net
assets; .60% of
such assets between
$250 million and
$500 million; and
.55% of such assets
in excess of $500
million
The Jamestown $ 9,508,901 .375% of average
Short Term Bond Fund(*) daily net assets
The Jamestown $10,503,859 .40% of first $250
Tax Exempt Virginia million of average
Fund(*) daily net assets;
.35% of such assets
between $250 million
and $500 million;
and .30% of such
assets in excess of
$500 million
<FN>
(*) During the fiscal year ended March 31, 1996, LB&T waived a portion of
its advisory fee for such series. There is no assurance that any fee
waivers will continue in the future.
</FN>
New advisory agreements for each of the foregoing series have also
been submitted for shareholder approval. If such agreements are approved, and
the Reorganization is consummated, LBTSA will replace LB&T as the investment
advisor to The Jamestown Short Term Bond Fund, in addition to the Fund.
- 8 -
EVALUATION BY THE BOARD OF TRUSTEES. On February 3, 1997, the Board
of Trustees, including a majority of the Independent Trustees, by vote cast in
person, unanimously approved, subject to the required shareholder approval
described herein, the New Advisory Agreement.
In considering approval of the New Advisory Agreement, the Board of
Trustees carefully evaluated information it deemed necessary to enable it to
determine whether the New Advisory Agreement will be in the best interests of
the Fund and its shareholders. In making the recommendation to approve the New
Advisory Agreement, the Trustees evaluated the experience of LBTSA's key
personnel in institutional investing, the quality of services LBTSA is
expected to provide the Fund and the compensation proposed to be paid to
LBTSA. The Trustees have given careful consideration to all factors deemed to
be relevant to the Fund, including, but not limited to: (1) the fees and
expense ratios of comparable mutual funds; (2) the performance of the Fund as
compared to similar mutual funds; (3) the nature and the quality of the
services expected to be rendered to the Fund by LBTSA; (4) the distinct
investment objective and policies of the Fund; (5) that the compensation
payable to LBTSA under the New Advisory Agreement will be at the same rate as
the compensation now payable to LB&T under the Present Advisory Agreement; (6)
that the terms of the New Advisory Agreement are substantially the same as the
terms of the Present Advisory Agreement except for the identity of the
investment advisor, different effective and termination dates, and certain
other changes which the Trustees consider to be non-material; (7) the
qualifications of the key personnel of LBTSA; (8) the financial condition of
LBTSA after the Reorganization; and (9) the commitment of LB&T and/or LBTSA to
pay or reimburse the Fund for expenses incurred in connection with the
Reorganization.
OTHER INFORMATION. MGF Service Corp. serves as the Fund's
administrator, transfer and dividend disbursing agent, and accounting and
pricing agent. The address of MGF Service Corp. is 312 Walnut Street,
21st Floor, Cincinnati, Ohio 45202. MGF Service Corp is a wholly-owned
subsidiary of Leshner Financial, Inc., of which Robert H. Leshner is the
controlling shareholder. Pursuant to an agreement dated December 10, 1996
between the shareholders of Leshner Financial, Inc. and Countrywide Credit
Industries, Inc. ("CCI"), CCI has agreed to acquire all of the outstanding
common stock of Leshner Financial, Inc. in exchange for newly issued common
stock of CCI. Following such acquisition, which is expected to be consummated
on or about February 28, 1997, Leshner Financial, Inc. will be a wholly-owned
subsidiary of CCI. CCI is a New York Stock Exchange listed company
principally engaged in residential mortgage lending.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE
NEW ADVISORY AGREEMENT.
- 9 -
II. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Tait, Weller & Baker has been selected as the Fund's independent
public accountants for the current fiscal year by the Board of Trustees,
including a majority of the Independent Trustees. The employment of Tait,
Weller & Baker is conditional upon the right of the Trust, by a vote of a
majority of its outstanding shares, to terminate the employment without any
penalties.
Tait, Weller & Baker has acted as the Fund's independent public
accountants since the Fund's commencement of operations. If the Fund's
shareholders do not ratify the selection of Tait, Weller & Baker, other
certified public accountants will be considered for selection by the Board of
Trustees.
Representatives of Tait, Weller & Baker are not expected to be
present at the meeting, although they will have an opportunity to attend and
to make a statement, if they desire to do so. If representatives of Tait,
Weller & Baker are present, they will be available to respond to appropriate
questions from shareholders.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS RATIFY THE
SELECTION OF TAIT, WELLER & BAKER AS INDEPENDENT PUBLIC ACCOUNTANTS.
III. OTHER BUSINESS
The proxy holders have no present intention of bringing any matter
before the meeting other than that specifically referred to above or matters
in connection with or for the purpose of effecting the same. Neither the proxy
holders nor the Board of Trustees are aware of any matters which may be
presented by others. If any other business shall properly come before the
meeting, the proxy holders intend to vote thereon in accordance with their
best judgment.
Any shareholder proposal intended to be presented at the next
shareholder meeting must be received by the Trust for inclusion in its Proxy
Statement and form of Proxy relating to such meeting at a reasonable time
before the solicitation of proxies for the meeting is made.
By Order of the Board of Trustees
John F. Splain
Secretary
Date: February 3, 1997
- -----------------------------------------------------------------
Please complete, date and sign the enclosed Proxy and return it
promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
- 10 -
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, entered into as of [ ], 1997, by and between WILLIAMSBURG
INVESTMENT TRUST, a Massachusetts business trust (the "Trust"), on behalf of
THE JAMESTOWN BOND FUND, and LOWE BROCKENBROUGH & TATTERSALL STRATEGIC
ADVISORS, 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 Bond 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 Bond 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 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;
- 11 -
(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 brokers and
dealers who provide the Fund with research advice and
other valuable services;
(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.
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
- 12 -
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) 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; and
(k) The investment advisory fee payable to the Adviser, as
provided in paragraph 7 herein.
- 13 -
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, at the annual rate of 0.375%.
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) 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, (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
- 14 -
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.
- 15 -
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 be effective on the
date hereof and, unless sooner terminated as provided herein, shall
continue in effect for two years. 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 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 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).
- 16 -
11. SHAREHOLDER LIABILITY. The 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 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.
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:______________________ By:__________________________
Title:___________________ Title:_______________________
ATTEST: LOWE BROCKENBROUGH & TATTERSALL
STRATEGIC ADVISORS, INC.
By:______________________ By:___________________________
Title:___________________ Title:________________________
- 17 -
WILLIAMSBURG INVESTMENT TRUST
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 28, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The Jamestown Short Term Bond Fund
The undersigned hereby appoints Austin Brockenbrough III and Fred T.
Tattersall, and each of them, as Proxies with power of substitution and hereby
authorizes each of them to represent and to vote as provided on the reverse
side, all shares of beneficial interest of the above Fund which the
undersigned is entitled to vote at the special meeting of shareholders to be
held on February 28, 1997 or at any adjournment thereof.
The undersigned acknowledges receipt of the Notice of Special Meeting and
Proxy Statement dated February 3, 1997.
Date: ________________________
NOTE: Please sign exactly as
your name appears on this
proxy. If signing for an
estate, trust or corporation,
title or capacity should
be stated. If the shares are
held jointly, both signers
should sign, although the
signature of one will bind the
other.
______________________________
______________________________
Signature(s) PLEASE SIGN IN
THE BOX ABOVE
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOX
BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK PENCIL. DO NOT
USE RED INK.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS DESCRIBED
HEREIN.
1. With respect to the approval or disapproval of a new investment
advisory agreement with Lowe Brockenbrough & Tattersall Strategic
Advisors, Inc., to become effective upon the closing of the proposed
reorganization of the Fund's current investment advisor, Lowe
Brockenbrough & Tattersall, Inc.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. With respect to the ratification or rejection of the selection of
Tait, Weller & Baker as the Fund's independent public accountants for
the current fiscal year.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, the Proxies are authorized to vote upon
such other matters as may properly come before the meeting.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE SIDE, AND
RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
WILLIAMSBURG INVESTMENT TRUST
THE JAMESTOWN SHORT TERM BOND FUND
- -----------------------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 28, 1997
- -----------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that a special meeting of shareholders of The Jamestown
Short Term Bond Fund (the "Fund"), a series of Williamsburg Investment Trust,
will be held at the offices of Lowe Brockenbrough & Tattersall, Inc. at 6620
West Broad Street, Suite 300, Richmond, Virginia 23230, on Friday, February
28, 1997 at 10:00 a.m., Eastern time, to consider and vote on the following
matters:
1. To approve or disapprove a new investment advisory agreement
with Lowe Brockenbrough & Tattersall Strategic Advisors,
Inc., to become effective upon the closing of the proposed
reorganization of the Fund's current investment advisor,
Lowe Brockenbrough & Tattersall, Inc.;
2. To ratify or reject the selection of Tait, Weller & Baker as
the Fund's independent public accountants for the current
fiscal year; and
3. To transact any other business, not currently contemplated,
that may properly come before the meeting in the discretion
of the proxies or their substitutes.
Shareholders of record at the close of business on January 3, 1997 are
entitled to notice of and to vote at this meeting or any adjournment thereof.
By the order of the Board of Trustees
John F. Splain
Secretary
February 3, 1997
- ---------------------------------------------------------------------------
Please execute the enclosed proxy and return it promptly in the enclosed
envelope, thus avoiding unnecessary expense and delay. No postage is required
if mailed in the United States. The proxy is revocable and will not affect
your right to vote in person if you attend the meeting.
WILLIAMSBURG INVESTMENT TRUST
SPECIAL MEETING OF THE SHAREHOLDERS OF
THE JAMESTOWN SHORT TERM BOND FUND
To Be Held on February 28, 1997
- ----------------------------------------------------------------------------
PROXY STATEMENT
- ----------------------------------------------------------------------------
This proxy statement is furnished in connection with the solicitation
by the Board of Trustees of Williamsburg Investment Trust ("the Trust") of
proxies for use at the special meeting of shareholders or at any adjournment
thereof. This Proxy Statement and form of proxy were first mailed to
shareholders on or about February 6, 1997.
The primary purpose of the meeting is to consider a new investment
advisory agreement for the Fund as a result of a proposed reorganization (the
"Reorganization") of the current investment advisor of the Fund, Lowe
Brockenbrough & Tattersall, Inc., by means of a corporate restructuring into
separate legal entities known as Lowe Brockenbrough & Tattersall Strategic
Advisors, Inc. ("LBTSA"), of which Fred T. Tattersall will become the sole
shareholder, and Lowe Brockenbrough & Tattersall, Inc. ("LB&T"), of which
Austin Brockenbrough III will become the sole shareholder. Upon completion of
the Reorganization, LB&T will continue to manage the equity, balanced and
municipal accounts of LB&T and LBTSA will manage the fixed-income accounts,
including the Fund, which were formerly managed by LB&T.
A proxy, if properly executed, duly returned and not revoked, will be
voted in accordance with the specifications thereon. A proxy which is properly
executed which has no voting instructions as to a proposal will be voted for
that proposal. A shareholder may revoke a proxy at any time prior to use by
filing with the Secretary of the Trust an instrument revoking the proxy, by
submitting a proxy bearing a later date, or by attending and voting at the
meeting.
The Trust has retained Management Information Services Corp. ("MIS")
to solicit proxies for the special meeting. MIS is responsible for printing
proxy cards, mailing proxy material to shareholders, soliciting brokers,
custodians, nominees and fiduciaries, tabulating the returned proxies and
performing other proxy solicitation services. The anticipated cost of such
services is approximately $1,000 and will be paid by LB&T and/or LBTSA. LB&T
and/or LBTSA will also pay the preparation, printing and postage costs of the
solicitation.
- 1 -
In addition to solicitation through the mails, proxies may be
solicited by officers, employees and agents of the Trust without cost to the
Fund. Such solicitation may be by telephone, facsimile or otherwise. LB&T
and/or LBTSA will reimburse MIS, brokers, custodians, nominees and fiduciaries
for the reasonable expenses incurred by them in connection with forwarding
solicitation material to the beneficial owners of shares held of record by
such persons.
The Fund's Annual Report for the fiscal year ended March 31, 1996 and
the Fund's most recent semiannual report are available at no charge by writing
to the Trust at P.O. Box 5354, Cincinnati, Ohio 45201-5354, or by calling the
Trust nationwide (toll-free) 800-443-4249.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Trustees has fixed the close of business on January 3,
1997 as the record date for the determination of shareholders entitled to
notice of and to vote at the special meeting of shareholders or any
adjournment thereof. As of the record date there were 1,021,588.786 shares of
beneficial interest, no par value, of the Fund outstanding. All full shares of
the Fund are entitled to one vote, with proportionate voting for fractional
shares.
On January 3, 1997 the following shareholders owned of record 5% or
more of the Fund's outstanding shares:
PERCENTAGE OWNED
Rockingham Health Care, Inc. 54.8%
235 Cantrell Avenue
Harrisonburg, Virginia 22801
Lowe, Brockenbrough, Tierney
& Tattersall Money Purchase
Pension Plan 8.9%
6620 W. Broad Street, Suite 330
Richmond, Virginia 23230
Centura Investment Management &
Trust Services 10.1%
P.O. Box 1220
Rocky Mount, North Carolina 27802
McKay-Dee Foundation 7.5%
3939 Harrison Boulevard
Odgen, Utah 84403
- 2 -
According to information available to the Trust, no other person owned of
record or beneficially 5% or more of the Fund's outstanding shares on the
record date. As the controlling shareholder of the Fund, Rockingham Health
Care, Inc. will be able to determine the outcome of the voting on each
Proposal.
If a quorum (more than 50% of the outstanding shares of the Fund) is
represented at the meeting, the vote of a majority of the outstanding shares
of the Fund is required for approval of the new investment advisory agreement
with LBTSA (Proposal I). The vote of a majority of the outstanding shares
means the vote of the lesser of (1) 67% or more of the shares present or
represented by proxy at the meeting, if the holders of more than 50% of the
outstanding shares are present or represented by proxy, or (2) more than 50%
of the outstanding shares. If a quorum is present at the meeting but
sufficient votes to approve any matter are not received, the persons named as
proxies may propose one or more adjournments of the meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative
vote of a majority of those shares represented at the meeting in person or by
proxy. A shareholder vote may be taken on one or more of the proposals in this
proxy statement prior to any such adjournment if sufficient votes have been
received and it is otherwise appropriate. Abstentions and "broker non-votes"
are counted for purposes of determining whether a quorum is present but do not
represent votes cast with respect to a proposal. "Broker non-votes" are shares
held by a broker or nominee for which an executed proxy is received by the
Fund, but are not voted as to one or more proposals because instructions have
not been received from the beneficial owners or persons entitled to vote and
the broker or nominee does not have discretionary voting power.
The Trustees of the Trust intend to vote all their shares in favor of
the proposal described herein. All Trustees and officers as a group owned of
record or beneficially 8.9% of the Fund's outstanding shares on the record
date.
I. APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT ADVISORY
AGREEMENT WITH LOWE BROCKENBROUGH & TATTERSALL STRATEGIC
ADVISORS, INC.
The Trust presently retains LB&T to manage the Fund's investments
pursuant to an Investment Advisory Agreement between the Trust and LB&T (the
"Present Advisory Agreement"). The Present Advisory Agreement was last
approved by the Board of Trustees, including a majority of the Trustees who
are not interested persons, as defined in the Investment Company Act of 1940
(the "1940 Act"), of LB&T or of the Trust (the "Independent Trustees"), on
January 29, 1996. LB&T approved the Present Advisory Agreement as the sole
shareholder of the Fund.
- 3 -
LB&T and the two shareholders of LB&T, Austin Brockenbrough III and
Fred T. Tattersall, have entered into an Agreement and Plan of Reorganization
and Corporate Separation (the "Reorganization Agreement") which provides that
Mr. Brockenbrough and Mr. Tattersall will cause LB&T to be reorganized, and
the Fixed Income Unit of LB&T will be operated as a new Virginia corporation
to be called Lowe Brockenbrough & Tattersall Strategic Advisors, Inc.
("LBTSA"). The Equity and Municipal Unit of LB&T will continue to operate as
Lowe Brockenbrough & Tattersall, Inc. As a result of this transaction, Mr.
Brockenbrough will become the sole shareholder of LB&T and Mr. Tattersall will
become the sole shareholder of LBTSA. The Reorganization could be viewed as
constituting a "change in control" of LB&T for purposes of the 1940 Act, and a
transaction which results in a change of control or management of an
investment advisor may be deemed an "assignment" of its investment advisory
agreement. The 1940 Act further provides that an investment advisory agreement
will automatically terminate in the event of its assignment. Accordingly, the
Board of Trustees proposes that a new investment advisory agreement between
the Trust and LBTSA (the "New Advisory Agreement") be approved by shareholders
of the Fund.
The Reorganization will be consummated on February 28, 1997 or such
later date as may be agreed to by the parties to the Reorganization Agreement.
Consummation of the Reorganization is subject to certain conditions,
including, but not limited to: (i) receipt of an opinion from legal counsel
that the Reorganization will be a nontaxable transaction under the Internal
Revenue Code of 1986; (ii) receipt by both parties to the Reorganization of
such licenses, permits, consents and approvals of third parties as are
necessary for the consummation of the Reorganization; and (iii) the absence of
any injunction, writ or temporary restraining order or any order of any nature
issued by a court or governmental agency of competent jurisdiction directing
that any material transaction provided for in the Reorganization Agreement may
not be consummated. The Reorganization Agreement provides that LB&T, LBTSA and
their principals will be prohibited from engaging in the offering of,
solicitation for and provision of services to competing accounts advised or
managed by LB&T and LBTSA.
Upon completion of the Reorganization, LBTSA will retain the services
of all of the management and investment personnel currently employed within
the Fixed Income Unit of LB&T. The employees of LB&T who currently provide
portfolio management services to the Fund are expected to continue to provide
such services as employees of LBTSA, and there will be no change in their
responsibilities with respect to the Fund following the Reorganization.
Furthermore, LBTSA will conduct its business at the same location where LB&T
presently conducts its business.
- 4 -
THE NEW ADVISORY AGREEMENT. The terms and conditions of the New
Advisory Agreement are substantially identical to those of the Present
Advisory Agreement with the exception of the identity of the investment
advisor, the effective date and termination date, and certain other changes
described below.
Under the New Advisory Agreement, LBTSA will select portfolio
securities for investment by the Fund, purchase and sell securities of the
Fund, and upon making any purchase or sale decision, place orders for the
execution of such portfolio transactions, all in accordance with the 1940 Act
and any rules thereunder, applicable state securities laws, the supervision
and control of the Board of Trustees of the Trust and the investment
objectives, policies and restrictions of the Fund. Pursuant to the New
Advisory Agreement, LBTSA will also provide certain executive personnel for
the Trust and any necessary office space, facilities and equipment necessary
for the conduct of its advisory activities on behalf of the Fund. LBTSA will
receive a fee from the Fund, computed and accrued daily and paid monthly, at
an annual rate of .375% of the average value of the daily net assets of the
Fund. This is the same fee that LB&T currently receives from the Fund under
the Present Advisory Agreement. During the fiscal year ended March 31, 1996,
the Fund paid advisory fees of $3,786 (net of voluntary fee waivers) to LB&T
for its services as investment advisor to the Fund. There is no assurance that
any fee waivers will continue in the future.
The New Advisory Agreement directs LBTSA to give primary
consideration to the best net price and the most favorable execution in the
selection of brokers and dealers to execute portfolio transactions for the
Fund. Consistent with this obligation, when LBTSA believes two or more brokers
are comparable in price and execution, LBTSA may prefer brokers and dealers
who provide the Fund with research advice and other valuable services.
If the New Advisory Agreement is approved by the Fund's shareholders, it
will become effective upon the consummation of the Reorganization. The New
Advisory Agreement provides that it will remain in force for an initial term
of two years and from year to year thereafter, subject to annual approval by
(a) the Board of Trustees or (b) a vote of a majority (as defined in the 1940
Act) of the outstanding voting securities of the Fund; provided that in either
event continuance is also approved by a majority of the Independent Trustees,
by a vote cast in person at a meeting called for the purpose of voting on such
approval. The New Advisory Agreement may be terminated at any time, on sixty
days' written notice, without the payment of any penalty, by the Board of
Trustees, by a vote of a majority of the outstanding voting securities of the
Fund, or by LBTSA. The New Advisory Agreement automatically terminates in the
event of its assignment, as defined by the 1940 Act and the rules thereunder.
- 5 -
The New Advisory Agreement provides that LBTSA shall not be liable
for any error of judgment, mistake of law or any loss whatsoever suffered by
the Trust in connection with the performance of the New Subadvisory 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 LBTSA's willful
misfeasance, bad faith or gross negligence or from reckless disregard by
LBTSA, or a violation of the standard of care established by its obligations
thereunder.
In addition to the change in the identity of the Fund's investment
advisor from LB&T to LBTSA, the New Advisory Agreement differs from the
Present Advisory Agreement in the following respects:
(1) The Present Advisory Agreement provides that such
Agreement will be construed in accordance with, and
governed by, the laws of the State of North Carolina.
Such decision was made with respect to the Present
Advisory Agreement because the Fund's previous
administrator, at the time the Present Advisory
Agreement was executed, was located in North Carolina.
The Fund's current administrator is not located in
North Carolina, and the New Advisory Agreement provides
that such Agreement will be construed in accordance
with, and governed by, the laws of the Commonwealth of
Virginia because LBTSA's offices are located in
Virginia.
(2) The Present Advisory Agreement provides that LB&T will not
serve as investment adviser to any other investment company
having a similar investment objective to that of the Fund
without the written consent of the Trustees. This provision
is not included in the New Advisory Agreement with LBTSA
because the Trustees have determined that LBTSA should have
the ability to furnish investment advisory services to
others, without Trustee approval, as long as its services
provided to the Fund under the New Advisory Agreement are
not impaired.
(3) The New Advisory Agreement contains a provision, which is
required to be included by the Trust's Agreement and
Declaration of Trust, whereby LBTSA agrees that the
obligations assumed by the Fund pursuant to the New Advisory
Agreement shall be limited in all cases to the Fund and its
assets, and that LBTSA shall not seek satisfaction of any
such obligations from the shareholders of the Fund nor from
the Trustees.
The New Advisory Agreement is attached as Exhibit A. The description
set forth in this Proxy Statement of the New Advisory Agreement is qualified
in its entirety by reference to Exhibit A.
- 6 -
In the event that shareholders of the Fund do not approve the New
Advisory Agreement and the Reorganization is consummated, the Board of
Trustees will promptly seek to obtain for the Fund interim advisory services
either from LBTSA or from another advisory organization. Thereafter, the Board
of Trustees would either negotiate a new investment advisory agreement with an
advisory organization selected by the Board or make other appropriate
arrangements, in either event subject to approval by the shareholders of the
Fund. In the event the Reorganization is not consummated for any reason, LB&T
will continue to serve as the investment advisor of the Fund pursuant to the
terms of the Present Advisory Agreement.
INFORMATION ON LBTSA. LBTSA is a newly organized Virginia
corporation, of which Fred T. Tattersall is the sole shareholder. LBTSA's
registration as an investment advisor is pending with the U.S. Securities and
Exchange Commission but will be effective prior to its becoming the Fund's
investment advisor. Its address is 6620 West Broad Street, Richmond, Virginia
23230. The sole director and the principal executive officer of LBTSA is Fred
T. Tattersall.
INFORMATION ON LB&T. LB&T was organized as a Virginia corporation in
1970 and its shares are owned equally by Austin Brockenbrough III, and Fred T.
Tattersall. LB&T is registered as an investment advisor with the U.S.
Securities and Exchange Commission. Its address is 6620 West Broad Street,
Suite 300, Richmond, Virginia 23230. The directors and the principal
executive officers of LB&T are Mr. Brockenbrough and Mr. Tattersall, who also
serve as Trustees of the Trust. Following the Reorganization, Mr. Tattersall
will no longer be a shareholder of LB&T or serve as an officer or
director of LB&T.
LB&T serves as the investment advisor to corporations, retirement
trusts, pension and profit sharing plans, other business and institutional
accounts and individuals, having aggregate assets under LB&T's management of
approximately $5.5 billion. LB&T also serves as investment advisor to the
following series of the Trust:
Net Assets Rate of Compensation
Name of Fund (Sept 30, 1996) Paid to LB&T
- ------------ --------------- ------------
The Jamestown $23,345,211 .65% of first
Equity Fund $500 million of
average daily net
assets and .55% of
such assets over
$500 million
The Jamestown $27,137,934 1.00% of average
International Equity daily net assets
Fund
- 7 -
The Jamestown $63,886,296 .65% of first
Balanced Fund $250 million of
average daily net
assets; .60% of
such assets between
$250 million and
$500 million; and
.55% of such assets
in excess of $500
million
The Jamestown $77,867,730 .375% of average
Bond Fund daily net assets
The Jamestown $10,503,859 .40% of first $250
Tax Exempt Virginia million of average
Fund(*) daily net assets;
.35% of such assets
between $250 million
and $500 million; and
.30% of such assets
in excess of $500
million
<FN>
(*) During the fiscal year ended March 31, 1996, LB&T waived a portion of
its advisory fee for such series. There is no assurance that any fee
waivers will continue in the future.
</FN>
New advisory agreements for each of the foregoing series have also
been submitted for shareholder approval. If such agreements are approved, and
the Reorganization is consummated, LBTSA will replace LB&T as the investment
advisor to The Jamestown Bond Fund, in addition to the Fund.
EVALUATION BY THE BOARD OF TRUSTEES. On February 3, 1997, the Board
of Trustees, including a majority of the Independent Trustees, by vote cast in
person, unanimously approved, subject to the required shareholder approval
described herein, the New Advisory Agreement.
In considering approval of the New Advisory Agreement, the Board of
Trustees carefully evaluated information it deemed necessary to enable it to
determine whether the New Advisory Agreement will be in the best interests of
the Fund and its shareholders. In making the recommendation to approve the New
Advisory Agreement, the Trustees evaluated the experience of LBTSA's key
personnel in institutional investing, the quality of services LBTSA is
expected to provide the Fund and the compensation proposed to be paid to
LBTSA. The Trustees have given careful consideration to all factors deemed to
be relevant to the Fund, including, but not limited to: (1) the fees and
- 8 -
expense ratios of comparable mutual funds; (2) the performance of the Fund as
compared to similar mutual funds; (3) the nature and the quality of the
services expected to be rendered to the Fund by LBTSA; (4) the distinct
investment objective and policies of the Fund; (5) that the compensation
payable to LBTSA under the New Advisory Agreement will be at the same rate as
the compensation now payable to LB&T under the Present Advisory Agreement; (6)
that the terms of the New Advisory Agreement are substantially the same as the
terms of the Present Advisory Agreement except for the identity of the
investment advisor, different effective and termination dates, and certain
other changes which the Trustees consider to be non-material; (7) the
qualifications of the key personnel of LBTSA; (8) the financial condition of
LBTSA after the Reorganization; and (9) the commitment of LB&T and/or LBTSA to
pay or reimburse the Fund for expenses incurred in connection with the
Reorganization.
OTHER INFORMATION. MGF Service Corp. serves as the Fund's
administrator, transfer and dividend disbursing agent, and
accounting and pricing agent. The address of MGF Service Corp.
is 312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202. MGF
Service Corp is a wholly-owned subsidiary of Leshner Financial,
Inc., of which Robert H. Leshner is the controlling shareholder.
Pursuant to an agreement dated December 10, 1996 between the
shareholders of Leshner Financial, Inc. and Countrywide Credit
Industries, Inc. ("CCI"), CCI has agreed to acquire all of the
outstanding common stock of Leshner Financial, Inc. in exchange
for newly issued common stock of CCI. Following such
acquisition, which is expected to be consummated on or about
February 28, 1997, Leshner Financial, Inc. will be a wholly-owned
subsidiary of CCI. CCI is a New York Stock Exchange listed
company principally engaged in residential mortgage lending.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE
NEW ADVISORY AGREEMENT.
II. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Tait, Weller & Baker has been selected as the Fund's independent
public accountants for the current fiscal year by the Board of Trustees,
including a majority of the Independent Trustees. The employment of Tait,
Weller & Baker is conditional upon the right of the Trust, by a vote of a
majority of its outstanding shares, to terminate the employment without any
penalties.
Tait, Weller & Baker has acted as the Fund's independent public
accountants since the Fund's commencement of operations. If the Fund's
shareholders do not ratify the selection of Tait, Weller & Baker, other
certified public accountants will be considered for selection by the Board of
Trustees.
- 9 -
Representatives of Tait, Weller & Baker are not expected to be
present at the meeting, although they will have an opportunity to attend and
to make a statement, if they desire to do so. If representatives of Tait,
Weller & Baker are present, they will be available to respond to appropriate
questions from shareholders.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS RATIFY THE
SELECTION OF TAIT, WELLER & BAKER AS INDEPENDENT PUBLIC ACCOUNTANTS.
III. OTHER BUSINESS
The proxy holders have no present intention of bringing any matter
before the meeting other than that specifically referred to above or matters
in connection with or for the purpose of effecting the same. Neither the proxy
holders nor the Board of Trustees are aware of any matters which may be
presented by others. If any other business shall properly come before the
meeting, the proxy holders intend to vote thereon in accordance with their
best judgment.
Any shareholder proposal intended to be presented at the next
shareholder meeting must be received by the Trust for inclusion in its Proxy
Statement and form of Proxy relating to such meeting at a reasonable time
before the solicitation of proxies for the meeting is made.
By Order of the Board of Trustees
John F. Splain
Secretary
Date: February 3, 1997
- -----------------------------------------------------------------
Please complete, date and sign the enclosed Proxy and return it
promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
- 10 -
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, entered into as of [ ], 1997, by and between WILLIAMSBURG
INVESTMENT TRUST, a Massachusetts business trust (the "Trust"), on behalf of
THE JAMESTOWN SHORT TERM BOND FUND, and LOWE BROCKENBROUGH & TATTERSALL
STRATEGIC ADVISORS, 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 Short Term Bond 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 Short Term Bond
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 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;
- 11 -
(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 brokers and dealers
who provide the Fund with research advice and
other valuable services;
(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.
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
- 12 -
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) 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; and
(k) The investment advisory fee payable to the Adviser, as
provided in paragraph 7 herein.
- 13 -
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, 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, at the annual rate of 0.375%.
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) 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, (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
- 14 -
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 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
- 15 -
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 be effective on the
date hereof and, unless sooner terminated as provided herein, shall
continue in effect for two years. 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 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 this change, waiver, discharge or
- 16 -
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 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
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.
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:______________________ By:__________________________
Title:___________________ Title:_______________________
ATTEST: LOWE BROCKENBROUGH & TATTERSALL
STRATEGIC ADVISORS, INC.
By:______________________ By:___________________________
Title:___________________ Title:________________________
- 17 -
WILLIAMSBURG INVESTMENT TRUST
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 28, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The Jamestown Tax Exempt Virginia Fund
The undersigned hereby appoints Austin Brockenbrough III and Fred T.
Tattersall, and each of them, as Proxies with power of substitution and hereby
authorizes each of them to represent and to vote as provided on the reverse
side, all shares of beneficial interest of the above Fund which the
undersigned is entitled to vote at the special meeting of shareholders to be
held on February 28, 1997 or at any adjournment thereof.
The undersigned acknowledges receipt of the Notice of Special Meeting and
Proxy Statement dated February 3, 1997.
Date: ________________________
NOTE: Please sign exactly as
your name appears on this
proxy. If signing for an
estate, trust or corporation,
title or capacity should
be stated. If the shares are
held jointly, both signers
should sign, although the
signature of one will bind the
other.
______________________________
______________________________
Signature(s) PLEASE SIGN IN
THE BOX ABOVE
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOX
BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK PENCIL. DO NOT
USE RED INK.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS DESCRIBED
HEREIN.
1. With respect to the approval or disapproval of a new
investment advisory agreement with Lowe Brockenbrough &
Tattersall, Inc. ("LB&T"), to become effective upon the
closing of the proposed reorganization of LB&T.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. With respect to the ratification or rejection of the selection of
Tait, Weller & Baker as the Fund's independent public accountants for
the current fiscal year.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, the Proxies are authorized to vote upon
such other matters as may properly come before the meeting.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE SIDE, AND
RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
WILLIAMSBURG INVESTMENT TRUST
THE JAMESTOWN TAX EXEMPT VIRGINIA FUND
- --------------------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 28, 1997
- --------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that a special meeting of shareholders of The Jamestown
Tax Exempt Virginia Fund (the "Fund"), a series of Williamsburg Investment
Trust, will be held at the offices of Lowe Brockenbrough & Tattersall, Inc. at
6620 West Broad Street, Suite 300, Richmond, Virginia 23230, on Friday,
February 28, 1997 at 10:00 a.m., Eastern time, to consider and vote on the
following matters:
1. To approve or disapprove a new investment advisory agreement
with Lowe Brockenbrough & Tattersall, Inc. ("LB&T"), to
become effective upon the closing of the proposed
reorganization of LB&T, whereby LB&T will continue to serve
as investment advisor to the Fund;
2. To ratify or reject the selection of Tait, Weller & Baker as
the Fund's independent public accountants for the current
fiscal year; and
3. To transact any other business, not currently contemplated,
that may properly come before the meeting in the discretion
of the proxies or their substitutes.
Shareholders of record at the close of business on January 3, 1997 are
entitled to notice of and to vote at this meeting or any adjournment thereof.
By the order of the Board of Trustees
John F. Splain
Secretary
February 3, 1997
- --------------------------------------------------------------------------
Please execute the enclosed proxy and return it promptly in the enclosed
envelope, thus avoiding unnecessary expense and delay. No postage is required
if mailed in the United States. The proxy is revocable and will not affect
your right to vote in person if you attend the meeting.
WILLIAMSBURG INVESTMENT TRUST
SPECIAL MEETING OF THE SHAREHOLDERS OF
THE JAMESTOWN TAX EXEMPT VIRGINIA FUND
To Be Held on February 28, 1997
- -----------------------------------------------------------------------------
PROXY STATEMENT
- -----------------------------------------------------------------------------
This proxy statement is furnished in connection with the solicitation
by the Board of Trustees of Williamsburg Investment Trust ("the Trust") of
proxies for use at the special meeting of shareholders or at any adjournment
thereof. This Proxy Statement and form of proxy were first mailed to
shareholders on or about February 6, 1997.
The primary purpose of the meeting is to consider a new investment
advisory agreement for the Fund as a result of a proposed reorganization (the
"Reorganization") of the current investment advisor of the Fund, Lowe
Brockenbrough & Tattersall, Inc., by means of a corporate restructuring into
separate legal entities known as Lowe Brockenbrough & Tattersall Strategic
Advisors, Inc. ("LBTSA"), of which Fred T. Tattersall will become the sole
shareholder, and Lowe Brockenbrough & Tattersall, Inc. ("LB&T"), of which
Austin Brockenbrough III will become the sole shareholder. Upon completion of
the Reorganization, LB&T will continue to manage the equity, balanced and
municipal accounts of LB&T and LBTSA will manage the fixed-income accounts
which were formerly managed by LB&T.
A proxy, if properly executed, duly returned and not revoked, will be
voted in accordance with the specifications thereon. A proxy which is properly
executed which has no voting instructions as to a proposal will be voted for
that proposal. A shareholder may revoke a proxy at any time prior to use by
filing with the Secretary of the Trust an instrument revoking the proxy, by
submitting a proxy bearing a later date, or by attending and voting at the
meeting.
The Trust has retained Management Information Services Corp. ("MIS")
to solicit proxies for the special meeting. MIS is responsible for printing
proxy cards, mailing proxy material to shareholders, soliciting brokers,
custodians, nominees and fiduciaries, tabulating the returned proxies and
performing other proxy solicitation services. The anticipated cost of such
services is approximately $1,000 and will be paid by LB&T and/or LBTSA. LB&T
and/or LBTSA will also pay the preparation, printing and postage costs of the
solicitation.
- 1 -
In addition to solicitation through the mails, proxies may be
solicited by officers, employees and agents of the Trust without cost to the
Fund. Such solicitation may be by telephone, facsimile or otherwise. LB&T
and/or LBTSA will reimburse MIS, brokers, custodians, nominees and fiduciaries
for the reasonable expenses incurred by them in connection with forwarding
solicitation material to the beneficial owners of shares held of record by
such persons.
The Fund's Annual Report for the fiscal year ended March 31, 1996 and
the Fund's most recent semiannual report are available at no charge by writing
to the Trust at P.O. Box 5354, Cincinnati, Ohio 45201-5354, or by calling the
Trust nationwide (toll-free) 800-443-4249.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Trustees has fixed the close of business on January 3,
1997 as the record date for the determination of shareholders entitled to
notice of and to vote at the special meeting of shareholders or any
adjournment thereof. As of the record date there were 1,109,864.180 shares of
beneficial interest, no par value, of the Fund outstanding. All full shares of
the Fund are entitled to one vote, with proportionate voting for fractional
shares.
On January 3, 1997 the following shareholders owned of record 5% or
more of the Fund's outstanding shares:
PERCENTAGE OWNED
Emma Scott Taylor Trust 6.4%
Austin Brockenbrough III and
Robert F. Norfleet, Jr., Trustees
325 Oak Lane
Richmond, Virginia 23226
Mildred Schoeller Trust 6.2%
Frederick Bocock and Dennis
Belcher, Trustees
5516 Falmouth Street, Suite 302
Richmond, Virginia 23230
Katherine P. Perkins Trusts 6.0%
Chiswell D.L. Perkins, Trustee
325 Charmian Road
Richmond, Virginia 23226
Robert B. Siedensticker 10.7%
325 Rolling Lake Court
Manakin, Virginia 23103
- 2 -
John M. and Joanne N. Street 5.4%
315 Cheswick Lane
Richmond, Virginia 23229
Elizabeth B. Towers 7.7%
Rural Hill P.O. Box 677
Goochland, Virginia 23063
Marjorie W. Arenstein 9.3%
4222 Cox Road, Suite 100
Glen Allen, Virginia 23060
According to information available to the Trust, no other person owned of
record or beneficially 5% or more of the Fund's outstanding shares on the
record date.
If a quorum (more than 50% of the outstanding shares of the Fund) is
represented at the meeting, the vote of a majority of the outstanding shares
of the Fund is required for approval of the new investment advisory agreement
with LB&T (Proposal I). The vote of a majority of the outstanding shares means
the vote of the lesser of (1) 67% or more of the shares present or represented
by proxy at the meeting, if the holders of more than 50% of the outstanding
shares are present or represented by proxy, or (2) more than 50% of the
outstanding shares. If a quorum is present at the meeting but sufficient votes
to approve any matter are not received, the persons named as proxies may
propose one or more adjournments of the meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of a
majority of those shares represented at the meeting in person or by proxy. A
shareholder vote may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
and it is otherwise appropriate. Abstentions and "broker non-votes" are
counted for purposes of determining whether a quorum is present but do not
represent votes cast with respect to a proposal. "Broker non-votes" are shares
held by a broker or nominee for which an executed proxy is received by the
Fund, but are not voted as to one or more proposals because instructions have
not been received from the beneficial owners or persons entitled to vote and
the broker or nominee does not have discretionary voting power.
The Trustees of the Trust intend to vote all their shares in favor of
the proposal described herein. All Trustees and officers as a group owned of
record or beneficially 14.5% of the Fund's outstanding shares on the record
date.
- 3 -
I. APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT ADVISORY
AGREEMENT WITH LOWE BROCKENBROUGH & TATTERSALL, INC.
The Trust presently retains LB&T to manage the Fund's investments
pursuant to an Investment Advisory Agreement between the Trust and LB&T (the
"Present Advisory Agreement"). The Present Advisory Agreement is dated July 1,
1993 and was last approved by the Board of Trustees, including a majority of
the Trustees who are not interested persons, as defined in the Investment
Company Act of 1940 (the "1940 Act"), of LB&T or of the Trust (the
"Independent Trustees"), on January 29, 1996. LB&T approved the Present
Advisory Agreement as sole shareholder of the Fund.
LB&T and the two shareholders of LB&T, Austin Brockenbrough III and
Fred T. Tattersall, have entered into an Agreement and Plan of Reorganization
and Corporate Separation (the "Reorganization Agreement") which provides that
Mr. Brockenbrough and Mr. Tattersall will cause LB&T to be reorganized, and
the Fixed Income Unit of LB&T will be operated as a new Virginia corporation
to be called Lowe Brockenbrough & Tattersall Strategic Advisors, Inc.
("LBTSA"). The Equity and Municipal Unit of LB&T will continue to operate as
Lowe Brockenbrough & Tattersall, Inc. As a result of this transaction, Mr.
Brockenbrough will become the sole shareholder of LB&T and Mr. Tattersall will
become the sole shareholder of LBTSA. The Reorganization could be viewed as
constituting a "change in control" of LB&T for purposes of the 1940 Act, and a
transaction which results in a change of control or management of an
investment advisor may be deemed an "assignment" of its investment advisory
agreement. The 1940 Act further provides that an investment advisory agreement
will automatically terminate in the event of its assignment. Accordingly, the
Board of Trustees proposes that a new investment advisory agreement between
the Trust and LB&T (the "New Advisory Agreement") be approved by shareholders
of the Fund.
The Reorganization will be consummated on February 28, 1997 or such
later date as may be agreed to by the parties to the Reorganization Agreement.
Consummation of the Reorganization is subject to certain conditions,
including, but not limited to: (i) receipt of an opinion from legal counsel
that the Reorganization will be a nontaxable transaction under the Internal
Revenue Code of 1986; (ii) receipt by both parties to the Reorganization of
such licenses, permits, consents and approvals of third parties as are
necessary for the consummation of the Reorganization; and (iii) the absence of
any injunction, writ or temporary restraining order or any order of any nature
issued by a court or governmental agency of competent jurisdiction directing
that any material transaction provided for in the Reorganization Agreement may
not be consummated. The Reorganization Agreement provides
- 4 -
that LB&T, LBTSA and their principals will be prohibited from engaging in the
offering of, solicitation for and provision of services to competing accounts
advised or managed by LB&T and LBTSA.
Upon completion of the Reorganization, LB&T will retain the services
of all of the current management and investment personnel within its Equity
and Municipal Unit. The employees of LB&T who currently provide portfolio
management services to the Fund are expected to continue to provide such
services and there will be no change in their responsibilities with respect to
the Fund following the Reorganization. Furthermore, no changes in LB&T's
method of operation, or the location where it conducts its business, are
contemplated.
THE NEW ADVISORY AGREEMENT. The terms and conditions of the New
Advisory Agreement are substantially identical to those of the Present
Advisory Agreement with the exception of the effective date and termination
date, and certain other changes described below.
Under the New Advisory Agreement, LB&T will select portfolio
securities for investment by the Fund, purchase and sell securities of the
Fund, and upon making any purchase or sale decision, place orders for the
execution of such portfolio transactions, all in accordance with the 1940 Act
and any rules thereunder, applicable state securities laws, the supervision
and control of the Board of Trustees of the Trust and the investment
objectives, policies and restrictions of the Fund. Pursuant to the New
Advisory Agreement, LB&T will also provide certain executive personnel for the
Trust and any necessary office space, facilities and equipment necessary for
the conduct of its advisory activities on behalf of the Fund. LB&T will
receive a fee from the Fund, computed and accrued daily and paid monthly, at
an annual rate of .40% of the average value of the daily net assets of the
Fund up to $250 million; .35% of such assets between $250 million and $500
million; and .30% of such assets in excess of $500 million. This is the same
fee that LB&T currently receives from the Fund under the Present Advisory
Agreement. During the fiscal year ended March 31, 1996, the Fund paid advisory
fees of $9,576 (net of voluntary fee waivers) to LB&T for its services as
investment advisor to the Fund.
The New Advisory Agreement directs LB&T to give primary consideration
to the best net price and the most favorable execution in the selection of
brokers and dealers to execute portfolio transactions for the Fund. Consistent
with this obligation, when LB&T believes two or more brokers are comparable in
price and execution, LB&T may prefer brokers and dealers who provide the Fund
with research advice and other valuable services.
- 5 -
If the New Advisory Agreement is approved by the Fund's shareholders, it
will become effective upon the consummation of the Reorganization. The New
Advisory Agreement provides that it will remain in force for an initial term
of two years and from year to year thereafter, subject to annual approval by
(a) the Board of Trustees or (b) a vote of a majority (as defined in the 1940
Act) of the outstanding voting securities of the Fund; provided that in either
event continuance is also approved by a majority of the Independent Trustees,
by a vote cast in person at a meeting called for the purpose of voting on such
approval. The New Advisory Agreement may be terminated at any time, on sixty
days' written notice, without the payment of any penalty, by the Board of
Trustees, by a vote of a majority of the outstanding voting securities of the
Fund, or by LB&T. The New Advisory Agreement automatically terminates in the
event of its assignment, as defined by the 1940 Act and the rules thereunder.
The New Advisory Agreement provides that LB&T shall not be liable for
any error of judgment, mistake of law or any loss whatsoever suffered by the
Trust in connection with the performance of the New Advisory 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 LB&T's willful
misfeasance, bad faith or gross negligence or from reckless disregard by LB&T,
or a violation of the standard of care established by its obligations
thereunder.
The New Advisory Agreement differs from the Present Advisory
Agreement in the following respects:
(1) The Present Advisory Agreement provides that such Agreement
will be construed in accordance with, and governed by, the
laws of the State of North Carolina. Such decision was made
with respect to the Present Advisory Agreement because the
Fund's previous administrator, at the time the Present
Advisory Agreement was executed, was located in North
Carolina. The Fund's current administrator is not located in
North Carolina, and the New Advisory Agreement provides that
such Agreement will be construed in accordance with, and
governed by, the laws of the Commonwealth of Virginia
because LB&T's offices are located in Virginia.
(2) The Present Advisory Agreement provides that LB&T will not
serve as investment adviser to any other investment company
having a similar investment objective to that of the Fund
without the written consent of the Trustees. This provision
is not included in the New Advisory Agreement with LB&T
because the Trustees have determined that LB&T should have
the ability to furnish
- 6 -
investment advisory services to others, without Trustee
approval, as long as its services provided to the Fund under
the New Advisory Agreement are not impaired.
(3) The New Advisory Agreement contains a provision, which is
required to be included by the Trust's Agreement and
Declaration of Trust, whereby LB&T agrees that the
obligations assumed by the Fund pursuant to the New Advisory
Agreement shall be limited in all cases to the Fund and its
assets, and that LB&T shall not seek satisfaction of any
such obligations from the shareholders of the Fund nor from
the Trustees.
The New Advisory Agreement is attached as Exhibit A. The description
set forth in this Proxy Statement of the New Advisory Agreement is qualified
in its entirety by reference to Exhibit A.
In the event that shareholders of the Fund do not approve the New
Advisory Agreement and the Reorganization is consummated, the Board of
Trustees will promptly seek to obtain for the Fund interim advisory services
either from LB&T or from another advisory organization. Thereafter, the Board
of Trustees would either negotiate a new investment advisory agreement with an
advisory organization selected by the Board or make other appropriate
arrangements, in either event subject to approval by the shareholders of the
Fund. In the event the Reorganization is not consummated for any reason, LB&T
will continue to serve as the investment advisor of the Fund pursuant to the
terms of the Present Advisory Agreement.
INFORMATION ON LB&T. LB&T was organized as a Virginia corporation in
1970 and its shares are owned equally by Austin Brockenbrough III, and Fred T.
Tattersall. LB&T is registered as an investment advisor with the U.S.
Securities and Exchange Commission. Its address is 6620 West Broad Street,
Suite 300, Richmond, Virginia 23230. The directors and the principal
executive officers of LB&T are Mr. Brockenbrough and Mr. Tattersall, who also
serve as Trustees of the Trust. Following the Reorganization, Mr. Tattersall
will no longer be a shareholder of LB&T or serve as an officer or
director of LB&T.
LB&T serves as the investment advisor to corporations, retirement
trusts, pension and profit sharing plans, other business and institutional
accounts and individuals, having aggregate assets under LB&T's management of
approximately $5.5 billion. LB&T also serves as investment advisor to the
following series of the Trust:
- 7 -
Net Assets Rate of Compensation
Name of Fund (Sept 30, 1996) Paid to LB&T
- ------------ --------------- ------------
The Jamestown $23,345,211 .65% of first
Equity Fund $500 million of
average daily net
assets and .55% of
such assets over
$500 million
The Jamestown $27,137,934 1.00% of average
International Equity daily net assets
Fund
The Jamestown $63,886,296 .65% of first
Balanced Fund $250 million of
average daily net
assets; .60% of such
assets between $250
million and $500
million; and .55%
of such assets in
excess of $500
million
The Jamestown $77,867,730 .375% of average
Bond Fund daily net assets
The Jamestown $ 9,508,901 .375% of average
Short Term Bond Fund(*) daily net assets
<FN>
(*) During the fiscal year ended March 31, 1996, LB&T waived a portion of
its advisory fee for such series. There is no assurance that any fee
waiver will continue in the future.
</FN>
New advisory agreements for each of the foregoing series have also
been submitted for shareholder approval. If such agreements are approved, and
the Reorganization is consummated, LBTSA will replace LB&T as the investment
advisor to The Jamestown Bond Fund and The Jamestown Short Term Bond Fund.
Beth Ann Walk, CFA is primarily responsible for managing the
portfolio of the Fund and has acted in this capacity since the Fund's
inception. Ms. Walk is an officer of the Fund and has been employed by LB&T
since 1983.
EVALUATION BY THE BOARD OF TRUSTEES. On February 3, 1997, the Board
of Trustees, including a majority of the Independent Trustees, by vote cast in
person, unanimously approved, subject to the required shareholder approval
described herein, the New Advisory Agreement.
- 8 -
In considering approval of the New Advisory Agreement, the Board of
Trustees carefully evaluated information it deemed necessary to enable it to
determine whether the New Advisory Agreement will be in the best interests of
the Fund and its shareholders. In making the recommendation to approve the New
Advisory Agreement, the Trustees evaluated the experience of LB&T's key
personnel in institutional investing, the quality of services LB&T is expected
to provide the Fund and the compensation proposed to be paid to LB&T. The
Trustees have given careful consideration to all factors deemed to be relevant
to the Fund, including, but not limited to: (1) the fees and expense ratios of
comparable mutual funds; (2) the performance of the Fund as compared to
similar mutual funds; (3) the nature and the quality of the services expected
to be rendered to the Fund by LB&T; (4) the distinct investment objective and
policies of the Fund; (5) that the compensation payable to LB&T under the New
Advisory Agreement will be at the same rate as the compensation now payable
under the Present Advisory Agreement; (6) that the terms of the New Advisory
Agreement are substantially the same as the terms of the Present Advisory
Agreement except for different effective and termination dates, and certain
other changes which the Trustees consider to be non-material; (7) the
qualifications of the key personnel of LB&T; (8) the financial condition of
LB&T after the Reorganization; and (9) the commitment of LB&T and/or LBTSA to
pay or reimburse the Fund for expenses incurred in connection with the
Reorganization.
OTHER INFORMATION. MGF Service Corp. serves as the Fund's
administrator, transfer and dividend disbursing agent, and accounting and
pricing agent. The address of MGF Service Corp. is 312 Walnut Street,
21st Floor, Cincinnati, Ohio 45202. MGF Service Corp is a wholly-owned
subsidiary of Leshner Financial, Inc., of which Robert H. Leshner is the
controlling shareholder. Pursuant to an agreement dated December 10, 1996
between the shareholders of Leshner Financial, Inc. and Countrywide Credit
Industries, Inc. ("CCI"), CCI has agreed to acquire all of the outstanding
common stock of Leshner Financial, Inc. in exchange for newly issued common
stock of CCI. Following such acquisition, which is expected to be consummated
on or about February 28, 1997, Leshner Financial, Inc. will be a wholly-owned
subsidiary of CCI. CCI is a New York Stock Exchange listed company principally
engaged in residential mortgage lending.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE
NEW ADVISORY AGREEMENT.
II. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Tait, Weller & Baker has been selected as the Fund's independent
public accountants for the current fiscal year by the Board of Trustees,
including a majority of the Independent Trustees. The employment of Tait,
Weller & Baker is conditional upon the right of the Trust, by a vote of
- 9 -
a majority of its outstanding shares, to terminate the employment
without any penalties.
Tait, Weller & Baker has acted as the Fund's independent public
accountants since the Fund's commencement of operations. If the Fund's
shareholders do not ratify the selection of Tait, Weller & Baker, other
certified public accountants will be considered for selection by the Board of
Trustees.
Representatives of Tait, Weller & Baker are not expected to be
present at the meeting, although they will have an opportunity to attend and
to make a statement, if they desire to do so. If representatives of Tait,
Weller & Baker are present, they will be available to respond to appropriate
questions from shareholders.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS RATIFY THE
SELECTION OF TAIT, WELLER & BAKER AS INDEPENDENT PUBLIC ACCOUNTANTS.
III. OTHER BUSINESS
The proxy holders have no present intention of bringing any matter
before the meeting other than that specifically referred to above or matters
in connection with or for the purpose of effecting the same. Neither the proxy
holders nor the Board of Trustees are aware of any matters which may be
presented by others. If any other business shall properly come before the
meeting, the proxy holders intend to vote thereon in accordance with their
best judgment.
Any shareholder proposal intended to be presented at the next
shareholder meeting must be received by the Trust for inclusion in its Proxy
Statement and form of Proxy relating to such meeting at a reasonable time
before the solicitation of proxies for the meeting is made.
By Order of the Board of Trustees
John F. Splain
Secretary
Date: February 3, 1997
- -----------------------------------------------------------------
Please complete, date and sign the enclosed Proxy and return it
promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
- 10 -
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, entered into as of [ ], 1997, by and between WILLIAMSBURG
INVESTMENT TRUST, a Massachusetts business trust (the "Trust"), on behalf of
THE JAMESTOWN TAX EXEMPT VIRGINIA FUND, and LOWE BROCKENBROUGH & TATTERSALL,
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 Tax Exempt Virginia 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 Tax Exempt Virginia
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 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;
- 11 -
(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 brokers and
dealers who provide the Fund with research advice and
other valuable services;
(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.
- 12 -
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) 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; and
(k) The investment advisory fee payable to the Adviser, as
provided in paragraph 7 herein.
- 13 -
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, 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
On the first $250 million 0.40%
On the next $250 million 0.35%
On all assets over $500 million 0.30%
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) 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
- 14 -
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 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.
- 15 -
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 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 for two years. 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 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).
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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 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
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.
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.
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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: LOWE, BROCKENBROUGH & TATTERSALL, INC.
By:______________________ By:___________________________
Title:___________________ Title:________________________
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