Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Williamsburg Investment Trust
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(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2) or Item
22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
----------------------------------------------------------------------
<PAGE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing party:
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4) Date filed:
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<PAGE>
THE JAMESTOWN FUNDS
Investment Advisor Shareholder Services
Lowe, Brockenbrough & Tattersall, Inc. c/o Countrywide Fund
6620 W. Broad Street, Suite 300 Services, Inc.
Richmond, Virginia 23230-1720 P.O. Box 5354
1-804-288-0404 Cincinnati, Ohio 45201-5354
1-800-443-4249
August 4, 1998
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
The Jamestown International Equity Fund to be held on Wednesday, September 30,
1998, 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 because the Fund's sub-advisor, Oechsle
International Advisors, L.P. ("Oechsle LP"), and its sole general partner,
Oechsle Group L.P., intend to engage in a corporate reorganization and
recapitalization (the "Reorganization") as a result of which Oechsle LP will be
reorganized into Oechsle International Advisors, LLC ("Oechsle LLC"), a Delaware
limited liability company. As a result of the Reorganization, (1) the seven
general partners of Oechsle Group, L.P. will approximately double their current
collective ownership interest in the Fund's sub-advisor, and (2) Dresdner Bank
AG will sell its entire interest in Oechsle LP to Fleet Financial Group, Inc.,
which will thereafter hold approximately a 35% (on a fully diluted basis)
non-voting interest in Oechsle LLC.
Under the Investment Company Act of 1940, the Reorganization will be
considered an assignment of the Fund's Sub-Advisory Agreement with Oechsle LP,
thereby terminating the Agreement. We are therefore requesting approval from
shareholders of a new sub-advisory agreement for the Fund as a result of the
Reorganization. Upon completion of the Reorganization, Oechsle LLC will continue
to carry on the business of Oechsle LP. Oechsle LLC will be operated from the
same place of business with the same personnel currently employed by Oechsle LP,
under the new corporate identity of Oechsle LLC.
The new sub-advisory agreement and the Reorganization will not result in
any changes in the scope of services received by the Fund, the portfolio
management staff at Oechsle that is involved in managing the Fund's portfolio,
the Fund's advisory or sub-advisory fee rates or any other expenses paid by the
Fund.
<PAGE>
The Board of Trustees of the Fund 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 the 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 III
Austin Brockenbrough III
President
<PAGE>
WILLIAMSBURG INVESTMENT TRUST
SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 30, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The Jamestown International Equity Fund
The undersigned hereby appoints Austin Brockenbrough III and Charles M. Caravati
III, 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
September 30, 1998 or at any adjournment thereof.
The undersigned acknowledges receipt of the Notice of Special Meeting and Proxy
Statement dated August 4, 1998.
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
<PAGE>
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 Sub-Advisory Agreement
among Williamsburg Investment Trust, Lowe, Brockenbrough & Tattersall, Inc.
and Oechsle International Advisors, LLC, to become effective upon the
closing of the proposed reorganization and recapitalization of Oechsle
International Advisors, L.P.
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.
<PAGE>
WILLIAMSBURG INVESTMENT TRUST
THE JAMESTOWN INTERNATIONAL EQUITY FUND
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 30, 1998
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NOTICE IS HEREBY GIVEN that a special meeting of shareholders of The Jamestown
International Equity Fund (the "Fund"), a series of Williamsburg Investment
Trust (the "Trust"), will be held at the offices of Lowe, Brockenbrough &
Tattersall, Inc. at 6620 West Broad Street, Suite 300, Richmond, Virginia 23230,
on Wednesday, September 30, 1998 at 10:00 a.m., Eastern time, to consider and
vote on the following matters:
1. To approve or disapprove a new Sub-Advisory Agreement among the Trust,
Lowe, Brockenbrough & Tattersall, Inc. and Oechsle International Advisors,
LLC, to become effective upon the closing of the proposed reorganization
and recapitalization of Oechsle International Advisors, L.P.;
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 August 3, 1998 are
entitled to notice of and to vote at this meeting or any adjournment thereof.
By the order of the Board of Trustees
/s/ John F. Splain
John F. Splain
Secretary
August 4, 1998
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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.
<PAGE>
WILLIAMSBURG INVESTMENT TRUST
SPECIAL MEETING OF THE SHAREHOLDERS OF
THE JAMESTOWN INTERNATIONAL EQUITY FUND
To Be Held on September 30, 1998
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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 August 4, 1998.
The primary purpose of the meeting is to consider a new sub-advisory
agreement for the Fund as a result of a proposed reorganization and
recapitalization of the current sub-advisor of the Fund, Oechsle International
Advisors, L.P., into a new legal entity known as Oechsle International Advisors,
LLC ("Oechsle LLC"). If shareholders of the Fund approve the new sub-advisory
agreement, Oechsle LLC will manage the portfolio of the Fund following the
reorganization and recapitalization.
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 $_____ and will be paid by Oechsle LLC or an affiliate. Oechsle
LLC or an affiliate will also pay the preparation, printing and postage costs of
the solicitation and all other costs associated with the special meeting of
shareholders.
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. Oechsle LLC or an
affiliate 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.
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<PAGE>
The Fund's most recent annual 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 August 3, 1998 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 _________.___ 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 August 3, 1998, Oechsle International Advisors Profit Sharing Trust, One
International Place, Boston, Massachusetts 02110, owned of record ___% of the
Fund's outstanding shares and Consolidated Shoe Co., Inc., P.O. Box 10549,
Lynchburg, Virginia 24506, together with its Profit Sharing Plan, owned of
record ___% 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 sub-advisory agreement among the
Trust, Lowe, Brockenbrough & Tattersall, Inc. and Oechsle LLC (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.
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<PAGE>
The Trustees of the Trust intend to vote all their shares in favor of the
proposals described herein. All Trustees and officers as a group owned of record
or beneficially ___% of the Fund's outstanding shares on the record date.
I. APPROVAL OR DISAPPROVAL OF A NEW SUB-ADVISORY AGREEMENT WITH OECHSLE
INTERNATIONAL ADVISORS, LLC
Lowe, Brockenbrough and Tattersall, Inc. ("LB&T") has retained Oechsle
International Advisors, L.P. ("Oechsle LP") to manage the Fund's investments
pursuant to a Sub-Advisory Agreement among the Trust, LB&T and Oechsle LP (the
"Current Agreement"). The Current Agreement is dated February 28, 1997 and was
approved by shareholders of the Fund on that date. The Current Agreement 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, Oechsle LP or the Trust (the "Independent Trustees"), on
February 3, 1997.
It is proposed that a new sub-advisory agreement (the "New Agreement") be
entered into effective at the time of the reorganization and recapitalization of
Oechsle LP that is described below (the "Reorganization"). The New Agreement
will be identical to the Current Agreement, except that (1) the New Agreement
will be dated as of the date of the Reorganization and (2) Oechsle International
Advisors, LLC ("Oechsle LLC"), rather than Oechsle LP, will be a party to the
New Agreement. Effective at the time of the Reorganization, Oechsle LP is being
reorganized into Oechsle LLC, and thereafter Oechsle LLC will conduct the
business that Oechsle LP conducted prior to that time. (Oechsle LP and Oechsle
LLC are sometimes referred to herein as "Oechsle").
Consummation of the Reorganization is subject to the satisfaction of a
number of conditions. It is currently expected that the Reorganization will be
effected on or about October 1, 1998.
The New Agreement is being proposed because, under the 1940 Act, the
Reorganization could be regarded as involving an "assignment" of the Current
Agreement. The 1940 Act generally provides that an investment advisory or
sub-advisory agreement relating to a mutual fund automatically terminates upon
its "assignment." The New Agreement is being proposed in order to ensure that
Oechsle LLC can act as the Fund's sub-advisor beginning at the time of the
Reorganization.
The New Agreement and the Reorganization will not result in any changes in
the scope of the services received by the Fund, the portfolio management staff
at Oechsle LP that is involved in
- 3 -
<PAGE>
managing the Fund's portfolio, the Fund's advisory or sub-advisory fee rates or
any other expenses paid by the Fund. All costs associated with this Proxy
Statement and the solicitation of shareholder votes are being paid by Oechsle
LLC or an affiliate.
CURRENT STRUCTURE OF OECHSLE LP. Oechsle LP is a Delaware limited
partnership. Its sole general partner is Oechsle Group, L.P. ("Group LP"), a
Delaware limited partnership. Walter Oechsle, as Managing General Partner of
Group LP, is the chief executive officer of Oechsle LP and Group LP. In addition
to Mr. Oechsle, the following persons are general partners of Group LP: S. Dewey
Keesler, Jr., L. Sean Roche, Stephen P. Langer, Steven H. Schaefer, Warren
Walker and Andrew S. Parlin. The principal occupation of all of the general
partners of Group LP is as a partner of Group LP and officer of Oechsle LP. The
address of Oechsle LP, Group LP and each general partner of Group LP is One
International Place, Boston, Massachusetts 02110.
Dresdner Asset Management (U.S.A.) Corporation ("DAMCO") currently owns a
majority limited partnership interest in Oechsle LP. DAMCO is a wholly-owned
subsidiary of Dresdner Bank AG. DAMCO's address is 75 Wall Street, New York, New
York 10005. The address of Dresdner Bank AG is Jurgen-Ponto-Platz 1 60301,
Frankfurt am Main, Germany.
Oechsle LP acts as sub-adviser to several other mutual funds that have
investment objectives similar to the Fund's. Exhibit A attached hereto sets
forth the name and asset size of these other mutual funds and the rate of
Oechsle's compensation as sub-adviser to each of them.
CERTAIN OWNERSHIP CHANGES EFFECTED BY THE REORGANIZATION. As part of the
Reorganization, Oechsle LP will be reorganized into Oechsle LLC, which will
thereafter conduct the business that Oechsle LP conducted prior to that time.
Also as part of the Reorganization, (1) the seven general partners of Group LP
will approximately double their current collective ownership interest in
Oechsle, (2) Dresdner Bank AG will sell the stock of DAMCO to Fleet Financial
Group, Inc. ("Fleet"), which will thereafter hold approximately a 35% (on a
fully diluted basis) interest in Oechsle, which will not constitute voting
securities, and Dresdner Bank AG will no longer hold any interest in Oechsle.
STRUCTURE FOLLOWING THE REORGANIZATION. Oechsle LLC is a Delaware limited
liability company. Its Member Manager will be Oechsle Group, LLC, a Delaware
limited liability company ("Group LLC") which will own approximately a 44% (on a
fully diluted basis) interest in Oechsle LLC. The seven current general partners
of Group LP will collectively own approximately an 89% interest in Group LLC.
The management, policies and control of
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<PAGE>
Oechsle LLC will, subject to certain limitations, be vested exclusively in Group
LLC. Day-to-day management of Oechsle LLC will be exercised by the Management
Committee of Group LLC, which will consist of Messrs. Keesler, Roche, Langer,
Walker and Parlin.
The address of Oechsle LLC and Group LLC is One International Place,
Boston, Massachusetts 02110. The address of Fleet is One Federal Street, Boston,
Massachusetts 02110.
THE NEW SUB-ADVISORY AGREEMENT. The terms and conditions of the New
Agreement are identical to those of the Current Agreement with the exception of
the effective date and the change in the identity of the contracting party from
Oechsle LP to Oechsle LLC.
Under the New Agreement, Oechsle LLC 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. Oechsle LLC will receive a fee from LB&T, computed and
accrued daily and paid monthly, at an annual rate of 0.50% of the average value
of the daily net assets of the Fund. This is the same fee that Oechsle LP
currently receives from LB&T under the Current Agreement. For the fiscal year
ended March 31, 1998, Oechsle LP received fees of $177,730 from LB&T.
The New Agreement directs Oechsle LLC 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 Oechsle LLC believes two or more brokers are comparable in
price and execution, Oechsle LLC 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, Oechsle LLC or
LB&T.
If the New Agreement is approved by the Fund's shareholders, it will become
effective upon the consummation of the Reorganization. The New 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 Agreement
may be terminated at any time, on sixty days' written notice, without the
payment of any penalty, by the Board of
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<PAGE>
Trustees, by a vote of a majority of the outstanding voting securities of the
Fund, by LB&T, or by Oechsle LLC. The New Agreement automatically terminates in
the event of its assignment, as defined by the 1940 Act and the rules
thereunder.
The New Agreement provides that Oechsle LLC shall not be liable for any act
or omission unless such act or omission shall have resulted from Oechsle LLC's
willful misfeasance, bad faith or negligence or from a violation of the standard
of care established by the Agreement.
The New Agreement is attached as Exhibit B. The description set forth in
this Proxy Statement of the New Agreement is qualified in its entirety by
reference to Exhibit B.
In the event that shareholders of the Fund do not approve the New Agreement
and the Reorganization is consummated, the Board of Trustees will promptly seek
to obtain for the Fund interim sub-advisory services either from LB&T or from
another advisory organization. Thereafter, the Board of Trustees would either
negotiate a new sub-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, Oechsle LP will continue to serve as the sub-advisor
of the Fund pursuant to the terms of the Current Agreement.
EVALUATION BY THE BOARD OF TRUSTEES. On June 1, 1998, 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 Agreement.
In considering approval of the New Agreement, the Board of Trustees
carefully evaluated information it deemed necessary to enable it to determine
whether the New Agreement will be in the best interests of the Fund and its
shareholders. In making the recommendation to approve the New Agreement, the
Trustees evaluated the experience of Oechsle LLC's key personnel in
institutional investing, the quality of services Oechsle LLC is expected to
provide to the Fund and the compensation proposed to be paid to Oechsle LLC. 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 Oechsle LLC; (3) the distinct investment
objective and policies of the Fund; (4) the level of fees paid to Oechsle by
comparable mutual funds; (5) that the compensation payable to Oechsle LLC under
the New Agreement will be at the same rate as the compensation now
- 6 -
<PAGE>
payable under the Current Agreement; (6) that the terms of the New Agreement are
substantially identical to the terms of the Current Agreement; (7) the history,
reputation, qualification and background of Oechsle, as well as the
qualifications of the key personnel of Oechsle; (8) the financial condition of
Oechsle; and (9) the commitment of Oechsle LLC or an affiliate to pay for all
expenses incurred in connection with the Reorganization and the solicitation of
shareholder votes.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE NEW SUB-ADVISORY
AGREEMENT.
INFORMATION ON LB&T. LB&T was organized as a Virginia corporation in 1970
and its controlling shareholder is Austin Brockenbrough III. 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
principal executive officer of LB&T is Mr. Brockenbrough, who also serves as
President of the Fund and a Trustee of the Trust.
Pursuant to an Advisory Agreement with the Trust, LB&T or a sub-adviser
retained by LB&T selects portfolio securities for investment by the Fund,
purchases and sells securities of the Fund, and upon making any purchase or sale
decision, places 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. LB&T
also provides 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 receives a fee from the Fund, computed
and accrued daily and paid monthly, at an annual rate of 1.00% of the average
value of the daily net assets of the Fund.
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 $1.7 billion. LB&T also serves as investment advisor to The
Jamestown Equity Fund, The Jamestown Balanced Fund and The Jamestown Tax Exempt
Virginia Fund, three other series of the Trust.
OTHER INFORMATION. Countrywide Fund Services, Inc. serves as the Fund's
administrator, transfer and dividend disbursing agent, and accounting and
pricing agent. The address of Countrywide Fund Services, Inc. is 312 Walnut
Street, 21st Floor, Cincinnati, Ohio 45202. Countrywide Fund Services, Inc. is a
wholly-owned indirect subsidiary of Countrywide Credit
- 7 -
<PAGE>
Industries, Inc., a New York Stock Exchange listed company principally engaged
in the business of residential mortgage lending.
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 THE FUND'S 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.
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<PAGE>
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
/s/ John F. Splain
John F. Splain
Secretary
Date: August 4, 1998
- --------------------------------------------------------------------------------
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.
- 9 -
<PAGE>
EXHIBIT A
---------
Oechsle International Advisors, L.P.
Management Fee Schedules for Subadvisory Relationships
THE AAL VARIABLE PRODUCT INTERNATIONAL STOCK PORTFOLIO, A PORTFOLIO FUND OF THE
AAL VARIABLE PRODUCT SERIES
Approximate Assets Under
Management as of 3/31/98
Fee Schedule (millions)
1st $20 million .54% $11
Next $30 million .45%
Over $50 million .36%
THE INTERNATIONAL EQUITY FUND, A PORTFOLIO OF THE GALAXY FUND (FLEET BANK)
Approximate Assets Under
Management as of 3/31/98
Fee Schedule (millions)
1st $50 million .40% $384
Over $50 million .35%
THE MMA PRAXIS INTERNATIONAL FUND, A SERIES PORTFOLIO OF THE MMA
PRAXIS MUTUAL FUND
Approximate Assets Under
Management as of 3/31/98
Fee Schedule (millions)
All Assets .50% $22
INTERNATIONAL FUND, A PORTFOLIO OF FRANK RUSSELL INVESTMENT
COMPANY
Approximate Assets Under
Management as of 3/31/98
Fee Schedule (millions)
1st $50 million .40% $209
Next $600 million .35%
Over $650 million .30%
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<PAGE>
INTERNATIONAL SECURITIES FUND, A PORTFOLIO OF FRANK RUSSELL INVESTMENT COMPANY
Approximate Assets Under
Management as of 3/31/98
Fee Schedule (millions)
1st $50 million .40% $178
Next $600 million .35%
Over $650 million .30%
INTERNATIONAL EQUITY INVESTMENTS, A PORTFOLIO OF CONSULTING GROUP CAPITAL
MARKETS FUNDS, LTD. (A SMITH BARNEY MANAGED FUND)
Approximate Assets Under
Management as of 3/31/98
Fee Schedule (millions)
All Assets .40% $626
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<PAGE>
EXHIBIT B
---------
SUB-ADVISORY AGREEMENT
Oechsle International Advisors, LLC
One International Place
Boston, Massachusetts 02110
Ladies and 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 Advisors, LLC (the "Sub-Adviser") as
the discretionary portfolio manager of the Fund, on the terms and conditions set
forth
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<PAGE>
herein.
2. ACCEPTANCE OF APPOINTMENT; STANDARD OF PERFORMANCE. The Sub-Adviser
accepts the appointment as the discretionary portfolio manager and agrees to use
its best professional judgment to make timely investment decisions for the Fund
in accordance with the provisions of this Agreement.
3. PORTFOLIO MANAGEMENT SERVICES OF SUB-ADVISER. The Sub-Adviser is
hereby employed and authorized to select portfolio securities for investment by
the Fund, to purchase and sell securities of the Fund, and upon making any
purchase or sale decision, to place orders for the execution of such portfolio
transactions in accordance with paragraphs 5 and 6 hereof. In providing
portfolio management services to the Fund, the Sub-Adviser shall be subject to
such investment restrictions as are set forth in the Act and the rules
thereunder, the Internal Revenue Code, applicable state securities laws, the
supervision and control of the Board of Trustees of the Trust, such specific
instructions as the Board of Trustees may adopt and communicate to the
Sub-Adviser, the investment objectives, policies and restrictions of the Fund
furnished pursuant to paragraph 4, the provisions of Schedule A hereto and
instructions from the Adviser. The Sub-Adviser is not authorized by the Fund to
take any action, including the purchase or sale of securities for the Fund, in
contravention of any restriction, limitation, objective, policy or instruction
described in the previous sentence. The Sub-Adviser shall maintain on behalf of
the Fund the records listed in Schedule A hereto (as amended from time to time).
At
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<PAGE>
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 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
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<PAGE>
settlement of any transaction initiated by the Sub-Adviser. It shall be the
responsibility of the Sub-Adviser to take appropriate action if the Custodian
fails to confirm in writing proper execution of the instructions.
6. ALLOCATION OF BROKERAGE. The Sub-Adviser shall have the authority and
discretion to select brokers and dealers to execute portfolio transactions
initiated by the Sub-Adviser, and for the selection of the markets on or in
which the transactions will be executed.
A. In doing so, the Sub-Adviser will give primary consideration to
securing the best net price and the most favorable execution, taking into
account such factors as price (including the applicable brokerage commission or
dealer spread), the execution capability, financial responsibility and
responsiveness of the broker or dealer and the brokerage and research services
provided by the broker or dealer. It is understood that neither the Fund, the
Adviser nor the Sub-Adviser have adopted a formula for allocation of the Fund's
investment transaction business. Consistent with the Rules of Fair Practice of
the National Association of Securities Dealers, Inc., and subject to seeking
best qualitative execution, the Sub-Adviser may give consideration to sales of
shares of the Fund as a factor in the selection of brokers and dealers to
execute portfolio transactions of the Fund.
On occasions when the Sub-Adviser deems the purchase or sale
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<PAGE>
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.
7. PROXIES. The Trust will vote all proxies solicited by
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<PAGE>
or with respect to the issuers of securities in which assets of the Fund may be
invested from time to time. At the Fund's request, the Sub-Adviser shall provide
the Trust with its recommendations as to the voting of such proxies.
8. REPORTS TO THE SUB-ADVISER. The Trust will provide the Sub-Adviser
with such periodic reports concerning the status of the Fund as the Sub-Adviser
may reasonably request.
9. FEES FOR SERVICES. For the services provided to the Fund, the Adviser
(not the Fund) shall pay the Sub-Adviser a fee equal to one-half of the advisory
fee (net of fee waivers, whether they be required by law or undertaken
voluntarily) received by the Adviser from the Fund.
The Sub-Adviser's fees shall be payable monthly within ten days following
the end of each month. Pursuant to the provisions of the Investment Advisory
Agreement between the Trust and the Adviser, the Adviser is solely responsible
for the payment of fees to the Sub-Adviser, and the Sub-Adviser agrees to seek
payment of the Sub-Adviser's fees solely from the Adviser.
10. OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Trust acknowledges
that the Sub-Adviser or one or more of its affiliates may have investment
responsibilities or render investment advice to or perform other investment
advisory services for other individuals or entities and that the Sub- Adviser,
its affiliates or any of its or their directors, officers, agents or employees
may buy, sell or trade in any securities for its or their respective accounts
("Affiliated
- 17 -
<PAGE>
Accounts"). Subject to the provisions of paragraph 2 hereof, the Trust agrees
that the Sub-Adviser or its affiliates may give advice or exercise investment
responsibility and take such other action with respect to other Affiliated
Accounts which may differ from the advice given or the timing or nature of
action taken with respect to the Fund, provided that the Sub-Adviser acts in
good faith, and provided further, that it is the Sub-Adviser's policy to
allocate, within its reasonable discretion, investment opportunities to the Fund
over a period of time on a fair and equitable basis relative to the Affiliated
Accounts, taking into account the investment objectives and policies of the Fund
and any specific investment restrictions applicable thereto. The Trust
acknowledges that one or more of the Affiliated Accounts may at any time hold,
acquire, increase, decrease, dispose of or otherwise deal with positions in
investments in which the Fund may have an interest from time to time, whether in
transactions which involve the Fund or otherwise. The Sub-Adviser shall have no
obligation to acquire for the Fund a position in any investment which any
Affiliated Account may acquire, and the Trust shall have no first refusal,
co-investment or other rights in respect of any such investment, either for the
Fund or otherwise.
11. CERTIFICATE OF AUTHORITY. The Trust, the Adviser and the Sub-Adviser
shall furnish to each other from time to time certified copies of the
resolutions of their Board of Trustees or Board of Directors or executive
committees, as the case may be,
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<PAGE>
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 shall notify the Trust in writing sufficiently
in advance of any
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<PAGE>
proposed change of control, as defined in Section 2(a)(9) of the Act, as will
enable the Trust to consider whether an assignment will occur, and to take the
steps necessary to enter into a new contract with the Sub-Adviser.
15. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE TRUST. The Trust
represents, warrants and agrees that:
A. The Sub-Adviser has been duly appointed by the Board of Trustees of
the Trust to provide investment services to the Fund as contemplated hereby.
B. The Trust will deliver to the Sub-Adviser a true and complete copy of
its then current prospectus and statement of additional information as effective
from time to time and such other documents or instruments governing the
investments of the Fund and such other information as is necessary for the
Sub-Adviser to carry out its obligations under this Agreement.
C. The Trust is currently in compliance and shall at all times comply
with the requirements imposed upon the Fund by applicable laws and regulations.
16. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE SUB-ADVISER. The
Sub-Adviser represents, warrants and agrees that:
A. The Sub-Adviser is registered as an "investment adviser" under the
Investment Advisers Act of 1940.
B. The Sub-Adviser will maintain, keep current and preserve on behalf of
the Fund, in the manner and for the time periods required or permitted by the
Act, the records identified in Schedule A. The Sub-Adviser agrees that such
records (unless
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<PAGE>
otherwise indicated on Schedule A) are the property of the Trust, and will be
surrendered to the Trust promptly upon request.
C. The Sub-Adviser will complete such reports concerning purchases or
sales of securities on behalf of the Fund as the Adviser or the Trust may from
time to time require to ensure compliance with the Act, the Internal Revenue
Code and applicable state securities laws.
D. The Sub-Adviser will adopt a written code of ethics complying with the
requirements of Rule 17j-1 under the Act and will provide the Trust with a copy
of the code of ethics and evidence of its adoption. Within forty-five (45) days
of the end of the last calendar quarter of each year while this Agreement is in
effect, the president or a vice president of the Sub-Adviser shall certify to
the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1
during the previous year and that there has been no violation of the
Sub-Adviser's code of ethics or, if such a violation has occurred, that
appropriate action was taken in response to such violation. Upon the written
request of the Trust, the Sub-Adviser shall submit to the Trust the reports
required to be made to the Sub-Adviser by Rule 17j-1(c)(1).
E. The Sub-Adviser will promptly after filing with the Securities and
Exchange Commission an amendment to its Form ADV furnish a copy of such
amendment to the Trust and to the Adviser.
F. Upon request of the Trust, the Sub-Adviser will provide assistance to
the Custodian in the collection of income due or payable to the Fund. With
respect to income from foreign sources, the Sub-Adviser will undertake any
reasonable procedural
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<PAGE>
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
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
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<PAGE>
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.
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
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<PAGE>
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: President Title: Chairman
Date: October 1, 1998 Date: October 1, 1998
ACCEPTANCE
----------
The foregoing Agreement is hereby accepted.
OECHSLE INTERNATIONAL ADVISORS, LLC
By:____________________________
Title:_________________________
Date: October 1, 1998
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<PAGE>
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.
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<PAGE>
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.
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