AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
------------------------------------------
THIS AGREEMENT, made as of the 21st day of February, 2000, between
Williamsburg Investment Trust (the "Trust"), a Massachusetts business trust and
Flippin, Bruce & Porter, Inc. (the "Adviser"), a Virginia corporation registered
as an investment adviser under the Investment Advisers Act of 1940, as amended.
WITNESSETH:
-----------
WHEREAS, there is now in effect an Investment Advisory Agreement (the
"Advisory Agreement") between the Trust and the Adviser dated July 17, 1993, and
revised as of January 24, 1994, to be in effect through March 31, 1993 and from
year to year thereafter, providing for investment advisory services to be
furnished by the Adviser to The FBP Contrarian Equity Fund (the "Fund"), a
series of the Trust, on certain terms and conditions and subject to certain
provisions set forth therein; and
WHEREAS, the Trust and the Adviser wish to amend the Advisory Agreement to
reduce the amount of compensation payable by the Fund to the Adviser pursuant to
the Advisory Agreement, and such amendment has been approved by the Board of
Trustees of the Trust, including a majority of the Independent Trustees;
NOW, THEREFORE, the parties agree as follows:
A. The Advisory Agreement is hereby amended to delete paragraph 7 in its
entirety and to replace it with the following provision:
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
----------------- -----------
First $250 Million 0.70%
Next $250 Million 0.65%
All over $500 Million 0.50%
B. In all other respects the Advisory Agreement, as now amended and in
effect, is reaffirmed and shall continue in effect for the period provided by
such Advisory Agreement.
<PAGE>
C. This Agreement may be executed in several counterparts, each of which
shall be an original.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their corporate names by their duly authorized officers as of the
day and year first above written.
WILLIAMSBURG INVESTMENT TRUST
Attest: /s/ Tina D. Hosking By: /s/ John T. Bruce
-------------------------- -----------------------------------
Tina D. Hosking, Secretary John T. Bruce, Chairman
FLIPPIN, BRUCE & PORTER, INC.
Attest: By: /s/ John T. Bruce
------------------------- -----------------------------------
John T. Bruce, Vice President
