Registration No. 33-25301
811-5685
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No.
Post-Effective Amendment No. 24
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and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 27
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Williamsburg Investment Trust
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(Exact Name of Registrant as Specified in Charter)
312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202
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(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (513)629-2000
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W. Lee H. Dunham, Esq.
Sullivan & Worcester
One Post Office Square
Boston, MA 02109
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(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
[ ] immediately upon filing pursuant to Rule 485(b)
[ ] on ( ) pursuant to Rule 485(b)
[X] 60 days after filing pursuant to Rule 485(a)
[ ] on ( ) pursuant to Rule 485(a)
The Registrant has registered an indefinite number of shares under the
Securities Act of 1933, as amended, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended. The Rule 24f-2 Notice for the fiscal year
ended March 31, 1995 was filed on May 26, 1995.
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WILLIAMSBURG INVESTMENT TRUST
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Cross-Reference Sheet Pursuant to Rule 495(a)
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Part A Prospectus
Form Item Cross-Reference
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Item 1. Cover Page Cover Page
Item 2. Synopsis Prospectus Summary;
Synopsis of Costs and
Expenses
Item 3. Condensed Financial Not Applicable
Information
Item 4. General Description Investment Objective,
of Registrant Investment Policies and
Risk Considerations;
Management of the Fund
Item 5. Management of the Fund Management of the Fund
Item 5A. Management's Discussion Not Applicable
of Fund Performance
Item 6. Capital Stock and Dividends, Distributions,
Distributions, Taxes and Other
Other Securities Information
Item 7. Purchase of Securities How to Purchase Shares;
Being Offered How Net Asset Value is
Determined; Application
Item 8. Redemption or Repurchase How to Redeem Shares
Item 9. Pending Legal Proceedings Not Applicable
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Statement of
Part B Additional Information
Form Item Cross-Reference
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Item 10. Cover Page Cover Page
Item 11. Table of Contents Cover Page
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Item 12. General Information Capital Shares and Voting
and History
Item 13. Investment Objectives Investment Objective and
and Policies Policies; Description of
Bond Ratings; Investment
Limitations
Item 14. Management of the Fund Trustees and Officers
Item 15. Control Persons and Not Applicable
Principal Holders of
Securities
Item 16. Investment Advisory and Investment Advisor; Sub-
Other Services Advisor; Administrator;
Other Services;
Allocation of Trust
Expenses
Item 17. Brokerage Allocation Brokerage
Item 18. Capital Stock and Capital Shares and Voting
Other Securities
Item 19. Purchase, Redemption and Special Shareholder
Pricing of Securities Services; Purchase of
Being Offered Shares; Redemption of
Shares; Net Asset Value
Determination
Item 20. Tax Status Additional Tax
Information
Item 21. Underwriters Not Applicable
Item 22. Calculation of Calculation of
Performance Data Performance Data
Item 23. Financial Statements Financial Statements and
Reports
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PROSPECTUS
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THE JAMESTOWN INTERNATIONAL EQUITY FUND
A NO-LOAD FUND
The investment objective of THE JAMESTOWN INTERNATIONAL EQUITY FUND is to
achieve superior total returns through investment in equity securities of
issuers located outside the United States.
INVESTMENT ADVISOR
Lowe, Brockenbrough & Tattersall, Inc.
Richmond, Virginia
The Jamestown International Equity Fund (the "Fund") is a NO-LOAD, diversified,
open-end series of the Williamsburg Investment Trust, a registered management
investment company. This Prospectus provides you with the basic information
you should know before investing in the Fund. You should read it and keep it
for future reference. While there is no assurance that the Fund will achieve
its investment objective, it endeavors to do so by following the investment
policies described in this Prospectus.
A Statement of Additional Information, dated ___________________, containing
additional information about the Fund, has been filed with the Securities and
Exchange Commission and is incorporated by reference in this Prospectus in its
entirety. The Fund's address is P.O. Box 5354, Cincinnati, Ohio 45201-5354,
and its telephone number is 1-800-443-4249. A copy of the Statement of
Additional Information may be obtained at no charge by calling or writing the
Fund.
TABLE OF CONTENTS
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PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . .
SYNOPSIS OF COSTS AND EXPENSES . . . . . . . . . . . . . . . . . . . .
INVESTMENT OBJECTIVE, INVESTMENT POLICIES
AND RISK CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . .
HOW TO PURCHASE SHARES . . . . . . . . . . . . . . . . . . . . . . . .
HOW TO REDEEM SHARES . . . . . . . . . . . . . . . . . . . . . . . . .
HOW NET ASSET VALUE IS DETERMINED . . . . . . . . . . . . . . . . . . .
MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . .
DIVIDENDS, DISTRIBUTIONS, TAXES AND OTHER INFORMATION . . . . . . . . .
APPLICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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PROSPECTUS SUMMARY
THE FUND. THE JAMESTOWN INTERNATIONAL EQUITY FUND (the "Fund") is a NO-LOAD,
diversified, open-end series of the Williamsburg Investment Trust, a registered
management investment company commonly known as a "mutual fund." The Fund's
investment objective is to achieve superior total returns through investment in
equity securities of issuers located outside the United States. While there is
no assurance that the Fund will achieve its investment objective, it endeavors
to do so by following the investment policies described in this Prospectus.
INVESTMENT APPROACH. The Fund aims to exploit inefficiencies that exist among
and within securities markets located outside the United States. Concentrated
positions will be established in countries and regions that look most
attractive. In choosing a country or region for the portfolio, the Fund will
look for a positive macroeconomic environment, political stability or favorable
political change. The country or region concentration will be further focused
with high quality, liquid investments in specific companies that display
broadly defined value and accelerating earnings and price momentum. (See
"Investment Objective, Investment Policies and Risk Considerations.")
INVESTMENT ADVISOR AND SUB-ADVISOR.. Lowe, Brockenbrough & Tattersall, Inc.
(the "Advisor") serves as investment manager to the Fund. For its services,
the Advisor receives compensation of 1.00% of the average daily net assets of
the Fund. The Advisor currently intends to waive its advisory fees to the
extent necessary to limit the Fund's total operating expenses to 1.60% per
annum of its average daily net assets.
Johnston Schager Asset Management Corporation (the "Sub-Advisor") has been
retained as sub-advisor to the Fund. The Sub-Advisor receives compensation
from the Advisor (not the Fund) in the amount of one-half of the advisory fee
received by the Advisor (net of any advisory fee waivers). (See "Management of
the Fund.")
PURCHASE OF SHARES. Shares are offered "No-Load," which means they may be
purchased directly from the Fund without the imposition of any sales or 12b-1
charges. The minimum initial purchase for the Fund is $5,000. Subsequent
investments must be $1,000 or more. Shares may be purchased by individuals or
organizations and may be appropriate for use in Tax Sheltered Retirement Plans
and Systematic Withdrawal Plans. (See "How to Purchase Shares.")
REDEMPTION OF SHARES. There is currently no charge for redemptions. Shares
may be redeemed at any time in which the Fund is open for business at the net
asset value next determined after receipt of a redemption request by the Fund.
(See "How to Redeem Shares.")
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DIVIDENDS AND DISTRIBUTIONS. Net investment income of the Fund is distributed
quarterly. Net capital gains, if any, are distributed annually. Shareholders
may elect to receive dividends and distributions in cash or the dividends and
distributions may be reinvested in additional Fund shares. (See "Dividends,
Distributions, Taxes and Other Information.")
MANAGEMENT. The Fund is a series of the Williamsburg Investment Trust (the
"Trust"), the Board of Trustees of which is responsible for overall management
of the Trust and the Fund. The Trust has employed MGF Service Corp. (the
"Administrator") to provide administration, accounting and transfer agent
services. (See "Management of the Fund.")
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SYNOPSIS OF COSTS AND EXPENSES
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SHAREHOLDER TRANSACTION EXPENSES: None
ANNUAL FUND OPERATING EXPENSES:
(As a percentage of average net assets)
Investment Advisory Fees . . . . . . . . . . . . . . . . . 1.00%
Administrator's Fees . . . . . . . . . . . . . . . . . . . 0.25%
Other Expenses . . . . . . . . . . . . . . . . . . . . . . 0.35%
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Total Fund Operating Expense . . . . . . . . . . . . . . . 1.60%
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EXAMPLE: You would pay the following expenses on a $1,000 investment, whether
or not you redeem at the end of the period, assuming 5% annual return:
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1 Year 3 Years
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$16 $50
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The purpose of the foregoing table is to assist investors in the Fund in
understanding the various costs and expenses that they will bear directly or
indirectly. See "Management of the Fund" for more information about the fees
and costs of operating the Fund. The Annual Fund Operating Expenses shown
above are based upon estimated amounts for the current fiscal year. THE
EXAMPLE SHOWN SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES IN THE FUTURE MAY BE GREATER OR LESS THAN THOSE
SHOWN.
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INVESTMENT OBJECTIVE, INVESTMENT POLICIES
AND RISK CONSIDERATIONS
The Fund will seek superior total returns by actively investing substantially
all of its assets in equity securities of issuers located outside the United
States.
The Fund will not invest in physical commodities or speculative currency
positions. Stock and currency options may be used in a limited way.
The Fund aims to exploit inefficiencies that exist among and within securities
markets located outside the United States. Concentrated positions will be
established in countries and regions that look most attractive. In choosing a
country or region for the portfolio, the Fund will look for a positive
macroeconomic environment, political stability or favorable political change.
The country or region concentration will be further focused with high quality,
liquid investments in specific companies that display broadly defined value and
accelerating earnings and price momentum.
Any investment involves risk and there can be no assurance that the Fund will
achieve its investment objective. The investment objective of the Fund may not
be altered without the prior approval of a majority (as defined by the
Investment Company Act of 1940) of the Fund's shares.
OVERVIEW. To achieve superior total returns, the Fund offers its investors a
unique investment service, which may be characterized as INTERNATIONAL, through
its identification of important trends favoring particular international
regions or specific countries; UNCONVENTIONAL, because of its originality and
freedom from constraining country and industry sector allocation rules; and
ECLECTIC, due to its careful selectivity in the choice of companies, without
being forced into narrowly defined investment styles.
INTERNATIONAL INVESTING. The Sub-Advisor believes that investors must scan the
world for investment opportunities. International diversification is important
because (i) non-U.S. stocks now account for sixty percent of the world's stock
market capitalization and (ii) the Sub-Advisor believes that international
investing meaningfully reduces risk while improving returns.
In 1967, the United States represented seventy percent of the world's stock
market capitalization, thus providing U.S. investors with ample choices at
home. However, by 1980 rapid growth in the economies of other countries
reduced the U.S. percentage to approximately fifty percent of a much larger
world
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market. By the end of 1994, the U.S. percentage had declined further to
thirty-three percent. Therefore, non-U.S. stocks, now twice the amount of U.S.
stocks in terms of market capitalization, represent a large, increasingly
significant pool presenting opportunities which investors can no longer ignore.
The Sub-Advisor believes that international diversification significantly
reduces risk and improves returns. Over the last 25 years, non-U.S. stocks
have outperformed U.S. equities by a large margin. For the period from 1969 to
1994, the U.S. equity market had a total return of approximately 1082%, whereas
the Europe, Australia and Far East index compiled by Morgan Stanley Capital
International (the "EAFE Index") had a total return of approximately 2126% for
the same period. This outperformance by the EAFE Index occurred over the most
recent ten-year period as well. Furthermore, the Sub-Advisor believes that the
inclusion of international stocks in a portfolio results in lower risk mainly
due to the fact that global economies and markets are not perfectly
synchronized.
Recognition of the enhanced risk/reward characteristics of international
investing on the part of institutional investors is the reason for their
rapidly increasing exposure to international equity markets. By the end of
1994, U.S. pension funds had invested 8 percent of their equity portfolios in
international equities. This percentage is expected to significantly increase
over the next five years.
PHILOSOPHY. The Sub-Advisor views asset allocation, specifically country or
regional allocation, as critically important in the determination of returns.
Various academic studies have shown that 60 to 70 percent of a portfolio's
returns are determined by the asset allocation mix, while the remainder is the
result of stock selection.
The world's financial markets continually change, and it is the job of the fund
manager to understand and act upon these changing trends. Over the last 25
years:
o major inflation in the United States and Europe during the
1970s decimated the performance of common stocks, resulting in
major gains in "hard assets";
o a disinflationary period in the 1980s provided some of the
best returns of this century for common stocks both in Europe
and the United States;
o the economies and securities markets of Japan and other
Pacific Rim countries performed spectacularly;
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o Latin America reversed decades of economic stagnation in the
mid- to late-1980s as a result of dramatic political and
economic changes; and
o technology transformed political, economic and financial
patterns worldwide.
The Sub-Advisor believes that in order to consistently provide investors with
superior total returns, it is imperative to display maximum flexibility with a
focus that is:
INTERNATIONAL:
The United States securities market was the best performing major
market only once during the last 12 years. However, opportunities
globally abound both in developed and emerging markets.
UNCONVENTIONAL:
Most international managers are judged relative to the EAFE Index for
non-U.S. equities. This approach tends to force a manager to invest
in a broadly representative mix of international stocks because
investing in the companies represented in an index is the least risky,
although not the most profitable, method of investment. Since the
Fund's goal is to provide superior returns, major sectors and
countries which appear unattractive are avoided. Instead,
concentrated investments are made in appealing sectors, regions or
countries.
ECLECTIC:
The U.S. investment community is characterized by a large degree of
specialization, with managers often focused solely on specific
investment niches. Although a number of developed overseas markets
have also evolved various investment styles, international markets
generally have not. Hence, the Sub-Advisor believes that no single
discipline is appropriate for all markets, and that instead maximum
flexibility is called for.
The Fund will not invest more than 30% of its total assets in any one country,
except that the Fund may invest up to 40% of its total assets in Japan. The
Fund may invest up to 30% of its total assets in emerging markets. The Fund
will typically hold 25 to 50 stocks.
The Fund will invest primarily in securities of companies domiciled in one or
more countries other than the United States, including American Depository
Receipts ("ADRs") or other similar securities convertible into securities of
foreign issuers. Investing in these securities involves considerations and
possible risks not typically involved in investing in securities of companies
domiciled and operating in the United
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States, including instability of some governments, the possibility of
expropriation, limitations on the use or removal of funds or other assets,
changes in governmental administration or economic or monetary policy (in the
United States or elsewhere) or changed circumstances in dealings between
nations. The application of non-U.S. tax laws (e.g., the imposition of
withholding taxes on dividend or interest payments) or confiscatory taxation
may also affect investment in such securities. Higher expenses may result from
investment in non-U.S. securities than would from investment in U.S. securities
because of the costs that must be incurred in connection with conversions
between various currencies and brokerage commissions that may be higher than
those in the United States. Securities markets located outside the United
States also may be less liquid, more volatile and less subject to governmental
supervision than those in the United States. Investments in countries other
than the United States could be affected by other factors not present in the
United States, including lack of uniform accounting, auditing and financial
reporting standards and potential difficulties in enforcing contractual
obligations.
While the Fund intends to invest primarily in equity securities, up to 20% of
the Fund's assets may be invested in convertible bonds and other debt
securities. These debt obligations include U.S. and foreign government
securities and corporate debt securities. The Fund will limit its purchases of
debt securities to investment grade obligations. "Investment grade" debt
refers to those securities rated within one of the four highest categories by
Moody's Investors Service, Inc. or Standard & Poor's Ratings Group. While
securities in these categories are generally accepted as being of investment
grade, the fourth highest grade is considered to be a medium grade and has
speculative characteristics even though it is regarded as having adequate
capacity to pay interest and repay principal.
Hedging Techniques
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Unless otherwise indicated, the Sub-Advisor may engage in the following hedging
techniques to seek to hedge all or a portion of the Fund's assets against
market value changes resulting from changes in securities prices and currency
fluctuations. Hedging is a means of offsetting, or neutralizing, the price
movement of an investment by making another investment, the price of which
should tend to move in the opposite direction from the original investment.
The imperfect correlation in price movement between an option and the
underlying financial instrument may limit the effectiveness of the hedging
strategy.
COVERED PUT AND COVERED CALL OPTIONS. The Fund may purchase put and call
options to provide protection against adverse price effects from anticipated
changes in prevailing prices of securities, futures contracts or foreign
currencies. The
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purchase of a put option protects the value of portfolio holdings in a falling
market, while the purchase of a call option protects cash reserves from a
failure to participate in a rising market. In purchasing a call option, the
Fund would be in a position to realize a gain if, during the option period, the
price of the security, futures contract or foreign currency increased by an
amount greater than the premium paid. It would realize a loss if the price of
the security, futures contract or foreign currency decreased or remained the
same or did not increase during the period by more than the amount of the
premium. If a put or call option purchased by the Fund were permitted to
expire without being sold or exercised, its premium would represent a realized
loss to the Fund. When writing put options the Fund will be required to
segregate cash and/or liquid high-grade debt obligations to meet its
obligations. When writing call options the Fund will be required to own the
underlying financial instrument or own financial instruments or indices whose
returns are closely correlated with the returns of the financial instrument or
futures contracts underlying the option or segregate with its Custodian cash
and/or short-term high quality securities to meet its obligations under written
calls. By so doing, the Fund's ability to meet current obligations, to honor
redemptions or to achieve its investment objective may be impaired. The staff
of the Securities and Exchange Commission has taken the position that purchased
OTC options and the assets used as "cover" for written OTC options are illiquid
securities. However, the Fund may treat the securities it uses as cover for
written OTC options as liquid provided it follows a specified procedure. The
Fund may sell OTC options only to qualified dealers who agree that the Fund may
repurchase any OTC options it writes for a maximum price to be calculated by a
predetermined formula. In such cases, the OTC option would be considered
illiquid only to the extent that the maximum repurchase price under the formula
exceeds the amount that the option is "in-the-money" (i.e., current market
value of the underlying security minus the option's strike price).
FUTURES CONTRACTS. The Fund may buy and sell futures contracts as a hedge to
protect the value of the Fund's portfolio against anticipated changes in
securities prices and foreign currencies. There are several risks in using
futures contracts. One risk is that futures prices could correlate imperfectly
with the behavior of cash market prices of the financial instrument being
hedged so that even a correct forecast of general price trends may not result
in a successful transaction. Another risk is that the Sub-Advisor may be
incorrect in its expectation of future prices of the underlying financial
instrument. There is also a risk that a secondary market in the obligations
that the Fund holds may not exist or may not be adequately liquid to permit the
Fund to close out positions when it desires to do so. When buying or selling
futures contracts the Fund will be required to segregate cash and/or liquid
high-grade debt obligations to meet its
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obligations under these types of financial instruments. By so doing, the
Fund's ability to meet current obligations, to honor redemptions or to operate
in a manner consistent with its investment objective may be impaired.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. When the Sub-Advisor believes
that the currency of a particular foreign country may suffer a substantial
decline against the U.S. dollar, it may attempt to hedge this anticipated risk
by entering into a forward contract to sell an amount of foreign currency
approximating the value of some or all of the Fund's portfolio obligations
denominated in such foreign currency. It may also enter into such contracts to
protect against loss between trade and settlement dates resulting from changes
in foreign currency exchange rates. Such contracts will also have the effect
of limiting any gains to the Fund between trade and settlement dates resulting
from changes in such rates.
Certain Risk Considerations
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CURRENCY RISKS. The Fund's investments that are denominated in a currency
other than the U.S. dollar are subject to the risk that the value of a
particular currency will change in relation to one or more other currencies
including the U.S. dollar. Among the factors that may affect currency values
are trade balances, the level of short-term interest rates, differences in
relative values of similar assets in different currencies, long-term
opportunities for investment and capital appreciation and political
developments. The Fund may try to hedge these risks by investing in foreign
currencies, foreign currency futures contracts and options thereon, forward
foreign currency exchange contracts, or any combination thereof, but there can
be no assurance that such strategies will be effective.
MARKET RISKS. While the Fund will not try to anticipate general price
movements of securities and other investments, market movements may
significantly affect the value of the Fund's portfolio. With respect to the
investment strategy utilized by the Fund, there is always some, and
occasionally a significant, degree of market risk.
EMERGING MARKETS. The risks of foreign investing are of greater concern in the
case of investments in emerging markets which may exhibit greater price
volatility and have less liquidity. Furthermore, the economies of emerging
market countries generally are heavily dependent upon international trade and,
accordingly, have been and may continue to be adversely affected by trade
barriers, managed adjustments in relative currency values, and other
protectionist measures imposed or negotiated by the countries with which they
trade. These emerging market economies also have been and may continue to be
adversely affected by economic conditions in the countries with which they
trade.
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HEDGING TECHNIQUES. The Fund's ability to establish and close out positions in
futures contracts and options will be subject to the existence of a liquid
secondary market. Although the Fund generally will purchase or sell only those
futures contracts and options for which there appears to be an active secondary
market, there is no assurance that a liquid secondary market on an exchange
will exist for any particular futures contract or option or at any particular
time.
Transactions in options involve special risks. The Fund may not be able to
enter into a closing transaction to cancel its obligations with respect to the
options it has written or purchased. If an option purchased by the Fund
expires unexercised, the Fund will lose the premium it paid. In addition, the
Fund could suffer a loss if the premium paid by the Fund in a closing
transaction exceeds the premium income it received. When the Fund writes a
call option, its ability to participate in the capital appreciation of the
underlying obligation is limited.
CONFLICTS OF INTEREST. The Sub-Advisor may determine from time to time that
some investment opportunities are appropriate for certain of its clients and
not others, including the Fund, as the Fund has an investment objective that
may vary from that of other clients. For these and other reasons, such as
differing time horizons, liquidity needs, tax consequences and assessments of
general market conditions and of individual securities (including options),
Fund investment transactions may or may not vary from decisions made for others
by the Sub-Advisor. It may also occasionally be necessary to allocate limited
investment opportunities among the Fund and other clients of the Sub-Advisor,
on a basis deemed appropriate by the Sub-Advisor.
FACTORS TO CONSIDER. The Fund is not intended to be a complete investment
program and there can be no assurance that the Fund will achieve its investment
objective. To the extent that the major portion of the Fund's portfolio is
invested in equity securities, it may be expected that the net asset value of
the Fund will be subject to greater fluctuation than a portfolio containing
mostly fixed income securities. The Fund may borrow using its assets as
collateral, but only under certain limited conditions. Borrowing, if done,
would tend to exaggerate the effects of market fluctuations on the Fund's net
asset value until repaid. (See "Borrowing.")
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Other Investment Techniques
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MONEY MARKET INSTRUMENTS. Money market instruments will typically represent a
portion of the Fund's portfolio, as funds awaiting investment, to accumulate
cash for anticipated purchases of portfolio securities and to provide for
shareholder redemptions and operational expenses of the Fund. For temporary
defensive purposes, when the Sub-Advisor determines that market conditions
warrant, the Fund may depart from its normal investment objective and money
market instruments may be emphasized, even to the point that 100% of the Fund's
assets may be so invested. Money market instruments mature in thirteen months
or less from the date of purchase and include U.S. Government Securities and
corporate debt securities (including those subject to repurchase agreements),
bankers' acceptances and certificates of deposit of domestic branches of U.S.
banks, and commercial paper (including variable amount demand master notes).
At the time of purchase, money market instruments will have a short-term rating
in the highest category by Moody's or S&P or, if not rated, issued by a
corporation having an outstanding unsecured debt issue rated A or better by
Moody's or S&P or, if not so rated, of equivalent quality in the Sub-Advisor's
opinion. See the Statement of Additional Information for a further description
of money market investments.
BORROWING. The Fund may borrow, temporarily, up to 5% of its total assets for
extraordinary purposes and may increase this limit to 33.3% of its total assets
to meet redemption requests which might otherwise require untimely disposition
of portfolio holdings. To the extent the Fund borrows for these purposes, the
effects of market price fluctuations on portfolio net asset value will be
exaggerated. If while such borrowing is in effect, the value of the Fund's
assets declines, the Fund would be forced to liquidate portfolio securities
when it is disadvantageous to do so. The Fund would incur interest and other
transaction costs in connection with such borrowing. The Fund will not make
any additional investments while its outstanding borrowings exceed 5% of the
current value of its total assets.
LENDING PORTFOLIO SECURITIES. The Fund may make short-term loans of its
portfolio securities to banks, brokers and dealers. Lending portfolio
securities exposes the Fund to the risk that the borrower may fail to return
the loaned securities or may not be able to provide additional collateral or
that the Fund may experience delays in recovery of the loaned securities or
loss of rights in the collateral if the borrower fails financially. To
minimize these risks, the borrower must agree to maintain collateral marked to
market daily, in the form of cash and/or liquid high-grade debt obligations,
with the Fund's Custodian in an amount at least equal to the market value of
the loaned securities. The Fund will limit the amount of its loans of
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portfolio securities to no more than 25% of its net assets. This lending
policy may not be changed without the affirmative vote of a majority of its
outstanding shares.
PORTFOLIO TURNOVER. By utilizing the approach to investing described herein,
annual portfolio turnover will generally not exceed 100%. Market conditions
may dictate, however, a higher rate of portfolio turnover in a particular year.
The degree of portfolio activity affects the brokerage costs of the Fund and
may have an impact on the amount of taxable distributions to shareholders.
REPURCHASE AGREEMENTS. The Fund may acquire U.S. Government Securities or
other high-grade debt securities subject to repurchase agreements. A
repurchase agreement transaction occurs when the Fund acquires a security and
simultaneously resells it to the vendor (normally a member bank of the Federal
Reserve or a registered Government Securities dealer) for delivery on an agreed
upon future date. The repurchase price exceeds the purchase price by an amount
which reflects an agreed upon interest rate earned by the Fund effective for
the period of time during which the repurchase agreement is in effect.
Delivery pursuant to the resale typically will occur within one to five days of
the purchase. For purposes of the Investment Company Act of 1940 (the "1940
Act"), a repurchase agreement is considered to be a loan collateralized by the
securities subject to the repurchase agreement. The Fund will not enter into a
repurchase agreement which will cause more than 10% of its assets to be
invested in repurchase agreements which extend beyond seven days and other
illiquid securities.
INVESTMENT COMPANIES. The Fund may invest in the securities of open-end and
closed-end investment companies which are generally authorized to invest in
securities eligible for purchase by the Fund. To the extent the Fund does so,
Fund shareholders would indirectly pay a portion of the operating costs of the
underlying investment companies. These costs include management, brokerage,
shareholder servicing and other operational expenses. Indirectly, then,
shareholders may pay higher operational costs than if they owned the underlying
investment companies directly.
In addition, shares of closed-end investment companies frequently trade at a
discount from their net asset values. This characteristic of shares of a
closed-end investment company is a risk separate and distinct from the risk
that its net asset value will decrease.
The Fund does not presently intend to invest more than 10% of its total assets
in securities of other investment companies. In addition, the Fund will not
invest more than 5% of its total assets in securities of any single investment
company, nor will
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it purchase more than 3% of the outstanding voting securities of any investment
company.
HOW TO PURCHASE SHARES
THERE ARE NO SALES COMMISSIONS CHARGED TO INVESTORS. Assistance in opening
accounts may be obtained from the Administrator by calling 1-800-443-4249, or
by writing to the Fund at the address shown below for regular mail orders.
Assistance is also available through any broker-dealer authorized to sell
shares of the Fund. Such broker-dealer may charge you a fee for its services.
Payment for shares purchased may be made through your account at the
broker-dealer processing your application and order to purchase. Your
investment will purchase shares at the Fund's net asset value next determined
after your order is received by the Fund in proper order as indicated herein.
The minimum initial investment in the Fund, unless stated otherwise herein, is
$5,000. The Fund may, in the Advisor's sole discretion, accept certain
accounts with less than the stated minimum initial investment.
Payment must be made by check or money order drawn on a U.S. bank and payable
in U.S. dollars. All orders received by the Administrator, whether by mail,
bank wire or facsimile order from a qualified broker-dealer, prior to 4:00
p.m., Eastern time, will purchase shares at the net asset value next determined
on that business day. If your order is not received by 4:00 p.m., Eastern
time, your order will purchase shares at the net asset value determined on the
next business day. (See "How Net Asset Value is Determined.")
Due to Internal Revenue Service ("IRS") regulations, applications without
social security or tax identification numbers will not be accepted. If,
however, you have already applied for a social security or tax identification
number at the time of completing your account application, the application
should so indicate. The Fund is required to, and will, withhold taxes on all
distributions and redemption proceeds if the number is not delivered to the
Fund within 60 days.
Investors should be aware that the Fund's account application contains
provisions in favor of the Fund, the Administrator and certain of their
affiliates, excluding such entities from certain liabilities (including, among
others, losses resulting from unauthorized shareholder transactions) relating
to the various services made available to investors.
Should an order to purchase shares be cancelled because your check does not
clear, you will be responsible for any resulting losses or fees incurred by the
Fund or the Administrator in the transaction.
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<PAGE>
REGULAR MAIL ORDERS. Please complete and sign the Account Application form
accompanying this Prospectus and send it with your check, made payable to The
Jamestown International Equity Fund, and mail it to:
THE JAMESTOWN INTERNATIONAL EQUITY FUND
C/O SHAREHOLDER SERVICES
P.O. BOX 5354
CINCINNATI, OHIO 45201-5354
BANK WIRE ORDERS. Investments can be made directly by bank wire. To establish
a new account or add to an existing account by wire, please call the Fund, at
1-800-443-4249, before wiring funds, to advise the Fund of the investment, the
dollar amount and the account registration. This will ensure prompt and
accurate handling of your investment. Please have your bank use the following
wiring instructions to purchase by wire:
______________________________
ABA# _____________
For Williamsburg Investment Trust #________
For The Jamestown International Equity Fund
(Shareholder name and account number or
tax identification number)
It is important that the wire contain all the information and that the Fund
receives prior telephone notification to ensure proper credit. Once your wire
is sent you should, as soon as possible thereafter, complete and mail your
Account Application to the Fund as described under "Regular Mail Orders,"
above.
ADDITIONAL INVESTMENTS. You may add to your account by mail or wire (minimum
additional investment of $1,000) at any time by purchasing shares at the then
current net asset value as aforementioned. Before making additional
investments by bank wire, please call the Fund at 1-800-443- 4249 to alert the
Fund that your wire is to be sent. Follow the wire instructions above to send
your wire. When calling for any reason, please have your account number ready,
if known. Mail orders should include, when possible, the "Invest by Mail" stub
which is attached to your Fund confirmation statement. Otherwise, be sure to
identify your account in your letter.
AUTOMATIC INVESTMENT PLAN. The automatic investment plan enables shareholders
to make regular monthly or quarterly investment in shares through automatic
charges to their checking account. With shareholder authorization and bank
approval, the Administrator will automatically charge the checking account for
the amount specified ($100 minimum) which will be automatically invested in
shares at the net asset value on or about the last business day of the month or
quarter. The shareholder may change the amount of the investment or
discontinue the plan at any time by writing to the Administrator.
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<PAGE>
EMPLOYEES AND AFFILIATES OF THE FUND. The minimum purchase requirement is not
applicable to accounts of Trustees, officers or employees of the Fund or
certain parties related thereto. The minimum initial investment for such
accounts is $1,000. See the Statement of Additional Information for further
details.
STOCK CERTIFICATES. Stock certificates will not be issued for your shares.
Evidence of ownership will be given by issuance of periodic account statements
which will show the number of shares owned.
HOW TO REDEEM SHARES
Shares of the Fund may be redeemed on each day that the Fund is open for
business by sending a written request to the Fund. The Fund is open for
business on each day the New York Stock Exchange (the "Exchange") is open for
business. Any redemption may be for more or less than the purchase price of
your shares depending on the market value of the Fund's portfolio securities.
All redemption orders received in proper form, as indicated herein, by the
Administrator prior to 4:00 p.m., Eastern time, will redeem shares at the net
asset value determined as of that business day's close of trading. Otherwise,
your order will redeem shares on the next business day. You may also redeem
your shares through a broker-dealer who may charge you a fee for its services.
The Board of Trustees reserves the right to involuntarily redeem any account
having an account value of less than $5,000 (due to redemptions, exchanges or
transfers, and not due to market action) upon 60 days' written notice. If the
shareholder brings his account value up to $5,000 or more during the notice
period, the account will not be redeemed. Redemptions from retirement plans
may be subject to tax withholding.
If you are uncertain of the requirements for redemption, please contact the
Fund, at 1-800-443-4249, or write to the address shown below.
REGULAR MAIL REDEMPTIONS. Your request should be addressed to The Jamestown
International Equity Fund, P.O. Box 5354, Cincinnati, Ohio 45201- 5354. Your
request for redemption must include:
1) your letter of instruction or a stock assignment specifying the account
number, and the number of shares or dollar amount to be redeemed. This
request must be signed by all registered shareholders in the exact names
in which they are registered;
2) any required signature guarantees (see "Signature Guarantees"); and
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<PAGE>
3) other supporting legal documents, if required in the case of estates,
trusts, guardianships, custodianships, corporations, partnerships,
pension or profit sharing plans, and other organizations.
Your redemption proceeds will be mailed to you within three business days after
receipt of your redemption request. However, the Fund may delay forwarding a
redemption check for recently purchased shares while it determines whether the
purchase payment will be honored. Such delay (which may take up to 15 days)
may be reduced or avoided if the purchase is made by certified check,
government check or wire transfer. In such cases, the net asset value next
determined after receipt of the request for redemption will be used in
processing the redemption and your redemption proceeds will be mailed to you
upon clearance of your check to purchase shares. The Fund may suspend
redemption privileges or postpone the date of payment (i) during any period
that the Exchange is closed, or trading on the Exchange is restricted as
determined by the Securities and Exchange Commission (the "Commission"), (ii)
during any period when an emergency exists as defined by the rules of the
Commission as a result of which it is not reasonably practicable for the Fund
to dispose of securities owned by it, or to fairly determine the value of its
assets, and (iii) for such other periods as the Commission may permit.
You can choose to have redemption proceeds mailed to you at your address of
record, your bank, or to any other authorized person, or you can have the
proceeds sent by bank wire to your bank ($5,000 minimum). Shares of the Fund
may not be redeemed by wire on days in which your bank is not open for
business. Redemption proceeds will only be sent to the bank account or person
named in your Account Application currently on file with the Fund. You can
change your redemption instructions anytime you wish by filing a letter
including your new redemption instructions with the Fund. (See "Signature
Guarantees.")
There is currently no charge by the Administrator for wire redemptions.
However, the Administrator reserves the right, upon thirty days' written
notice, to make reasonable charges for wire redemptions. All charges will be
deducted from your account by redemption of shares in your account. Your bank
or brokerage firm may also impose a charge for processing the wire. In the
event that wire transfer of funds is impossible or impractical, the redemption
proceeds will be sent by mail to the designated account.
SIGNATURE GUARANTEES. To protect your account and the Fund from fraud,
signature guarantees are required to be sure that you are the person who has
authorized a change in registration, or standing instructions, for your
account. Signature guarantees are required for (1) change of registration
requests, and (2)
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<PAGE>
requests to establish or change redemption services other than through your
initial account application. Signature guarantees are acceptable from a member
bank of the Federal Reserve System, a savings and loan institution, credit
union, registered broker-dealer or a member firm of a U.S. Stock Exchange, and
must appear on the written request for redemption, or change of registration.
SYSTEMATIC WITHDRAWAL PLAN. A shareholder who owns shares of the Fund valued
at $25,000 or more at the current offering price may establish a Systematic
Withdrawal Plan to receive a monthly or quarterly check in a stated amount not
less than $100. Each month or quarter as specified, the Fund will
automatically redeem sufficient shares from your account to meet the specified
withdrawal amount. The shareholder may establish this service whether
dividends and distributions are reinvested or paid in cash. Systematic
withdrawals may be deposited directly to the shareholder's bank account by
completing the applicable section on the Account Application form accompanying
this Prospectus, or by calling or writing the Fund. See the Statement of
Additional Information for further details.
HOW NET ASSET VALUE IS DETERMINED
The net asset value of the Fund is determined on each business day that the
Exchange is open for trading, as of the close of the Exchange (currently 4:00
p.m., Eastern time). Securities held by the Fund may be primarily listed on
foreign exchanges or traded in foreign markets which are open on days (such as
Saturdays and U.S. holidays) when the New York Stock Exchange is not open for
business. As a result, the net asset value per share of the Fund may be
significantly affected by trading on days when the Fund is not open for
business. Net asset value per share is determined by dividing the total value
of all Fund securities (valued at market value) and other assets, less
liabilities, by the total number of shares then outstanding. Net asset value
includes interest on fixed income securities, which is accrued daily. See the
Statement of Additional Information for further details.
Securities which are traded over-the-counter are priced at the last sale price,
if available, otherwise, at the last quoted bid price. Securities traded on a
national stock exchange will be valued based upon the closing price on the
valuation date on the principal exchange where the security is traded.
Fixed-income securities will ordinarily be traded in the over-the-counter
market and common stocks will ordinarily be traded on a national securities
exchange, but may also be traded in the over-the-counter market. Foreign
securities are valued on the basis of quotations from the primary market in
which they are traded and are translated from the local currency into U.S.
dollars using currency exchange rates. Securities and other assets for which
no quotations are readily available will be valued in good faith at fair value
using methods determined by the Board of Trustees.
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<PAGE>
MANAGEMENT OF THE FUND
The Fund is a diversified series of the Williamsburg Investment Trust (the
"Trust"), an investment company organized as a Massachusetts business trust in
July 1988, which was formerly known as The Nottingham Investment Trust. The
Board of Trustees has overall responsibility for management of the Fund under
the laws of Massachusetts governing the responsibilities of trustees of
business trusts. The Statement of Additional Information identifies the
Trustees and officers of the Trust and the Fund and provides information about
them.
INVESTMENT ADVISOR. Subject to the authority of the Board of Trustees, Lowe,
Brockenbrough & Tattersall, Inc. (the "Advisor") provides the Fund with general
investment supervisory services pursuant to an Investment Advisory Agreement
with the Trust.
The Advisor, organized as a Virginia corporation in 1970, is controlled by
Austin Brockenbrough III and Fred T. Tattersall. In addition to acting as
Advisor to the Fund, the Advisor also provides investment advice to
corporations, trusts, pension and profit sharing plans, other business and
institutional accounts and individuals. The Advisor also serves as investment
advisor to The Jamestown Balanced Fund, The Jamestown Equity Fund, The
Jamestown Bond Fund, The Jamestown Short Term Bond Fund and The Jamestown Tax
Exempt Virginia Fund (five series of the Trust), the subjects of separate
prospectuses.
Compensation of the Advisor is at the annual rate of 1.00% of the Fund's
average daily net assets. The Advisor currently intends to waive its advisory
fees to the extent necessary to limit the total operating expenses of the Fund
to 1.60% per annum of its average daily net assets. However, there is no
assurance that any voluntary fee waivers will continue in the current or future
fiscal years, and expenses of the Fund may therefore exceed 1.60% of its
average daily net assets.
As of the date of this Prospectus, the Advisor is the sole shareholder of the
Fund.
The Advisor's address is 6620 West Broad Street, Suite 300, Richmond, Virginia
23230.
SUB-ADVISOR. Subject to the authority of the Board of Trustees and the
supervision of the Advisor, Johnston Schager Asset Management Corporation (the
"Sub-Advisor") provides the Fund with a continuous program of supervision of
the Fund's assets, including the composition of its portfolio, and furnishes
advice and recommendations with respect to investments, investment policies and
the purchase and sale of securities, pursuant to a Sub-Advisory Agreement with
the Trust and the Advisor. The Sub-
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<PAGE>
Advisor is also responsible for the selection of broker-dealers through which
the Fund executes portfolio transactions, subject to brokerage policies
established by the Trustees. The Sub-Advisor has not previously given
investment advice to a regulated investment company.
The Sub-Advisor is controlled by Kees Schager and Richard Johnston. Mr.
Schager, who has more than twenty-three years' experience in international
equities, is primarily responsible for managing the portfolio of the Fund.
Before initiating his own global investment management service in 1991, he was
a Senior Vice President and Managing Director of the International Research
Department of Prudential Securities, and a member of the firm's Board of
Directors. From 1983 to 1988, he was Director of International Research at
Merrill Lynch, creating their research operations in Tokyo, London, New York,
Sidney, Hong Kong and Singapore. Prior to that, he spent eleven years with
Arnhold and S. Bleichroeder, Inc., first as an international equity analyst and
then as Director of International Research.
Compensation of the Sub-Advisor is paid by the Advisor (not the Fund) in the
amount of one-half of the advisory fee received by the Advisor (net of any
advisory fee waivers).
The Sub-Advisor's address is 599 West Putnam Avenue, Greenwich, Connecticut
06831.
ADMINISTRATOR. The Fund has retained MGF Service Corp., P.O. Box 5354,
Cincinnati, Ohio 45201, to provide administrative, pricing, accounting,
dividend disbursing, shareholder servicing and transfer agent services. The
Administrator is a subsidiary of Leshner Financial Inc., of which Robert H.
Leshner is the controlling shareholder.
The Administrator supplies executive, administrative and regulatory services,
supervises the preparation of tax returns, and coordinates the preparation of
reports to shareholders and reports to and filings with the Securities and
Exchange Commission and state securities authorities. In addition, the
Administrator calculates daily net asset value per share and maintains such
books and records as are necessary to enable it to perform its duties.
The Fund pays the Administrator a fee for these services at the annual rate of
0.25% of the average value of its daily net assets up to $25 million, 0.225% on
the next $25 million of such assets and 0.20% of such assets in excess of $50
million; provided, however, that the minimum fee is $4,000 per month. The
Administrator also charges the Fund for certain costs involved with the daily
valuation of investment securities and is reimbursed for out-of-pocket
expenses.
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<PAGE>
CUSTODIAN. The Custodian of the Fund's assets is ___________________________
(the "Custodian"). The Custodian's mailing address is _______________________.
The Advisor, Sub-Advisor, Administrator or interested persons thereof may have
banking relationships with the Custodian.
OTHER FUND COSTS. The Fund pays all expenses not assumed by the Advisor,
including its fees. Fund expenses include, among others, the fees and
expenses, if any, of the Trustees and officers who are not "affiliated persons"
of the Advisor or the Sub-Advisor, fees of the Fund's Custodian, interest
expense, taxes, brokerage fees and commissions, fees and expenses of the Fund's
shareholder servicing operations, fees and expenses of qualifying and
registering the Fund's shares under federal and state securities laws, expenses
of preparing, printing and distributing prospectuses and reports to existing
shareholders, auditing and legal expenses, insurance expenses, association
dues, and the expense of shareholders' meetings and proxy solicitations. The
Fund is also liable for any nonrecurring expenses that may arise such as
litigation to which the Fund may be a party. The Fund may be obligated to
indemnify the Trustees and officers with respect to such litigation. All
expenses of the Fund are accrued daily on the books of the Fund at a rate
which, to the best of its belief, is equal to the actual expenses expected to
be incurred by the Fund in accordance with generally accepted accounting
practices.
In order to register its shares for sale in certain states, the Fund may be
required to place limitations on its expenses. The Advisor has agreed with the
Fund that, if expenses exceed the lesser of (i) any such state limitations or
(ii) 2% of the Fund's average daily net assets, the Advisor will either waive
its fees and/or reimburse the Fund to the extent required to conform to such
limitations. Such reimbursements, if required, would be accounted for as a
reduction of expenses. The Advisor would not be required to make
reimbursements in excess of the fees received from the Fund.
BROKERAGE. The Fund has adopted brokerage policies which allow the Sub-Advisor
to prefer brokers which provide research or other valuable services to the
Sub-Advisor and/or the Fund. In all cases, the primary consideration for
selection of broker-dealers through which to execute brokerage transactions
will be to obtain the most favorable price and execution for the Fund.
Research services obtained through the Fund's brokerage transactions may be
used by the Sub-Advisor for its other clients; conversely, the Fund may benefit
from research services obtained through the brokerage transactions of the
Sub-Advisor's other clients. The Statement of Additional Information contains
more information about the management and brokerage practices of the Fund.
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<PAGE>
DIVIDENDS, DISTRIBUTIONS, TAXES AND OTHER INFORMATION
The Statement of Additional Information contains additional information about
the federal income tax implications of an investment in the Fund in general
and, particularly, with respect to dividends and distributions and other
matters. Shareholders should be aware that dividends from the Fund which are
derived in whole or in part from interest on U.S. Government Securities may not
be taxable for state income tax purposes. Other state income tax implications
are not covered, nor is this discussion exhaustive on the subject of federal
income taxation. Consequently, investors should seek qualified tax advice.
The Fund intends to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986 (the "Code") and will
distribute all of its net income and realized capital gains to shareholders.
Shareholders are liable for taxes on distributions of net income and realized
capital gains of the Fund but, of course, shareholders who are not subject to
tax on their income will not be required to pay taxes on amounts distributed to
them. The Fund intends to declare dividends quarterly, payable in March, June,
September and December, on a date selected by the Trustees. In addition,
distributions may be made annually in December out of any net short-term or
long-term capital gains derived from the sale of securities realized through
October 31 of that year. The Fund may make a supplemental distribution of
capital gains at the end of its fiscal year. The nature and amount of all
dividends and distributions will be identified separately when tax information
is distributed by the Fund at the end of each year. The Fund intends to
withhold 30% on taxable dividends and any other payments that are subject to
such withholding and are made to persons who are neither citizens nor residents
of the U.S.
Distributions resulting from the sale of foreign currencies and foreign
obligations, to the extent of foreign exchange gains, are taxed as ordinary
income or loss. If these transactions result in reducing the Fund's net
income, a portion of the income may be classified as a return of capital (which
will lower your tax basis). If the Fund pays nonrefundable taxes to foreign
governments during the year, the taxes will reduce the Fund's net investment
income but still may be included in your taxable income. However, you may be
able to claim an offsetting tax credit or itemized deduction on your return for
your portion of foreign taxes paid by the Fund.
Under applicable tax law, the Fund may be required to limit its gains from
hedging in foreign currency forwards, futures and options. Although it is
anticipated the Fund will comply with such limits, the Fund's extensive use of
these hedging techniques involves greater risk of unfavorable tax consequences
than funds
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<PAGE>
not engaging in such techniques. Hedging may also result in the application of
the mark-to-market and straddle provisions of the Internal Revenue Code. These
provisions could result in an increase (or decrease) in the amount of taxable
dividends paid by the Fund as well as affect whether dividends paid by the Fund
are classified as capital gain or ordinary income.
There is no fixed dividend rate, and there can be no assurance as to the
payment of any dividends or the realization of any gains. Current practice of
the Fund, subject to the discretion of the Board of Trustees, is for
declaration and payment of income dividends during the last week of each
calendar quarter. All dividends and capital gains distributions are reinvested
in additional shares of the Fund unless the shareholder requests in writing to
receive dividends and/or capital gains distributions in cash. That request
must be received by the Fund prior to the record date to be effective as to the
next dividend. Tax consequences to shareholders of dividends and distributions
are the same if received in cash or if received in additional shares of the
Fund.
TAX STATUS OF THE FUND. If the Fund is qualified as a "regulated investment
company" under the Code, it will not be liable for federal income taxes on
amounts paid as dividends and distributions. The Code contains a number of
complex requirements which an investment company must meet in order to qualify.
For a more detailed discussion of the tax status of the Fund, see "Additional
Tax Information" in the Statement of Additional Information.
DESCRIPTION OF FUND SHARES AND OTHER MATTERS. The Declaration of Trust of the
Williamsburg Investment Trust currently provides for the shares of eleven
funds, or series, to be issued. Shares of all eleven series have currently
been issued, in addition to the Fund: shares of the FBP Contrarian Balanced
Fund and the FBP Contrarian Equity Fund, which are managed by Flippin, Bruce &
Porter, Inc. of Lynchburg, Virginia; shares of The Government Street Equity
Fund, The Government Street Bond Fund and The Alabama Tax Free Bond Fund, which
are managed by T. Leavell & Associates, Inc. of Mobile, Alabama; and shares of
The Jamestown Balanced Fund, The Jamestown Equity Fund, The Jamestown Bond
Fund, The Jamestown Short Term Bond Fund and The Jamestown Tax Exempt Virginia
Fund, which are managed by Lowe, Brockenbrough & Tattersall, Inc. The Trustees
are permitted to create additional series, or funds, at any time.
Shares are freely transferable, have no preemptive or conversion rights and,
when issued, are fully paid and non-assessable. Upon liquidation of the Trust
or a particular Fund of the Trust, holders of the outstanding shares of the
Fund being liquidated shall be entitled to receive, in proportion to the number
of shares of the Fund held by them, the excess of that Fund's assets over its
liabilities. Each outstanding share is entitled to one
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<PAGE>
vote for each full share and a fractional vote for each fractional share, on
all matters which concern the Trust as a whole. On any matter submitted to a
vote of shareholders, all shares of the Trust then issued and outstanding and
entitled to vote, irrespective of the Fund, shall be voted in the aggregate and
not by Fund, except (i) when required by the 1940 Act, shares shall be voted by
individual Fund; and (ii) when the matter does not affect any interest of a
particular Fund, then only shareholders of the affected Fund or Fund shall be
entitled to vote thereon. Examples of matters which affect only a particular
Fund could be a proposed change in the fundamental investment objectives or
policies of that Fund or a proposed change in the investment advisory agreement
for a particular Fund. The shares of the Fund have noncumulative voting
rights, which means that the holders of more than 50% of the shares voting for
the election of Trustees can elect all of the Trustees if they so choose.
The Declaration of Trust provides the Trustees may hold office indefinitely,
except that: (1) any Trustee may resign or retire; (2) any Trustee may be
removed with or without cause at any time: (a) by a written instrument, signed
by at least two-thirds of the number of Trustees prior to such removal; (b) by
vote of shareholders holding not less than two-thirds of the outstanding shares
of the Trust, cast in person or by proxy at a meeting called for that purpose;
or (c) by a written declaration signed by shareholders holding not less than
two-thirds of the outstanding shares of the Trust and filed with the Trust's
custodian. In case a vacancy or an anticipated vacancy shall for any reason
exist, the vacancy shall be filled by the affirmative vote of a majority of the
remaining Trustees, subject to the provisions of Section 16(a) of the 1940 Act.
Any group of shareholders representing 10% or more of the shares then
outstanding may call a meeting for the purpose of removing one or more of the
Trustees. If shareholders desire to call a meeting to consider the removal of
one or more Trustees, they will be assisted in communicating with other
shareholders. See the Statement of Additional Information for more
information. Shareholder inquiries may be made in writing, addressed to the
Fund at the address shown on the cover.
Under Massachusetts law, shareholders of a business trust may, under certain
circumstances, be held personally liable as partners for the obligations of the
Trust. The Declaration of Trust, therefore, contains provisions which are
intended to mitigate such liability. See the Statement of Additional
Information for further information about the Trust and its shares.
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<PAGE>
CALCULATION OF PERFORMANCE DATA. From time to time the Fund may advertise its
total return. The Fund may also advertise yield. Both yield and total return
figures are based on historical earnings and are not intended to indicate
future performance.
The "total return" of the Fund refers to the average annual compounded rates of
return over 1, 5 and 10 year periods that would equate an initial amount
invested at the beginning of a stated period to the ending redeemable value of
the investment. The calculation of total return assumes the reinvestment of
all dividends and distributions, includes all recurring fees that are charged
to all shareholder accounts and deducts all nonrecurring charges at the end of
each period. If a Fund has been operating less than 1, 5 or 10 years, the time
period during which the Fund has been operating is substituted.
In addition, the Fund may advertise other total return performance data
("Nonstandardized Return"). Nonstandardized Return shows as a percentage rate
of return encompassing all elements of return (i.e., income and capital
appreciation or depreciation); it assumes reinvestment of all dividends and
capital gain distributions. Nonstandardized Return may be quoted for the same
or different periods as those for which standardized return is quoted.
Nonstandardized Return may consist of a cumulative percentage rate of return,
actual year-by-year rates or any combination thereof.
The "yield" of the Fund is computed by dividing the net investment income per
share earned during a thirty-day (or one month) period stated in the
advertisement by the maximum offering price per share on the last day of the
period (using the average number of shares entitled to receive dividends). The
yield formula assumes that net investment income is earned and reinvested at a
constant rate and annualized at the end of a six-month period. For the purpose
of determining net investment income, the calculation includes among expenses
of the Fund all recurring fees that are charged to all shareholder accounts and
any nonrecurring charges for the period stated.
PRIOR PERFORMANCE OF SUB-ADVISOR. The investment performance illustrated below
of the Sub-Advisor represents the invested international equity portion of two
of its largest private accounts (the "Accounts") from January 1, 1991 to June
30, 1995, which totalled $27 million as of June 30, 1995. These two accounts
represent 85% of the international portion of assets under the Sub-Advisor's
management; the remaining 15% is made up of client accounts of less than one
million dollars and is excluded.
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<PAGE>
For the years 1991 through 1994, the Sub-Advisor's rate of return is calculated
quarterly by dividing the aggregate quarterly gain or loss for the Accounts
during the period by the average capital base. The average capital base
represents the beginning market value for the Accounts plus or minus the time
weighted capital change during the quarter. Time weighted capital change
includes net purchases and sales of investments. For the year 1995, the rate
of return is calculated by dividing the aggregate monthly gain or loss by the
monthly average capital base. Annual rates of return are then calculated by
compounding (linking) the applicable monthly and quarterly rates of return.
Account information used for the calculation of rates of return is derived from
monthly custodian statements. Securities held in each Account are valued based
on closing prices on the last business day of the applicable month. The
Sub-Advisor's gross performance numbers have been reduced by a hypothetical
management fee of 1%, which represents both the fee the Fund will be charged
and the maximum fee the Accounts measured below have been charged. In
addition, the rates of return are shown net of brokerage fees and commissions.
While the Fund will employ investment objectives and strategies that are
substantially similar to those that were employed by the Sub-Advisor in
managing the Accounts, the Fund may be subject to certain restrictions on its
investment activities to which the Sub-Advisor was not previously subject.
Examples include limits on the percentage of assets invested in securities of
issuers in a single industry, and requirements on distributing income to
shareholders. Operating expenses will be incurred by the Fund which are not
incurred by the Sub-Advisor in managing the Accounts. While the Accounts incur
inflows and outflows of cash, there can be no assurance that the continuous
offering of the Fund's shares and the Fund's obligation to redeem its shares
will not impact the Fund's performance. It is not intended that the following
performance data be relied upon by investors as an indication of future
performance of the Fund.
PERIODIC RATES OF RETURN
<TABLE>
<CAPTION>
Europe,
Johnston Australia
Schager Asset and Standard
Management Far East &
Corporation Index Poor's
Period (Net of Fees) ("EAFE Index") 500
- ----------------- ------------- -------------- --------
<S> <C> <C> <C>
1991 55.4% 12.1% 30.4%
1992 18.5% -12.2% 7.6%
1993 52.0% 32.6% 10.1%
1994 -5.9% 7.8% 1.3%
Six Months Ended
June 30, 1995 9.0%* 2.6%* 20.2%*
<FN>
*Not Annualized
</TABLE>
- 30 -
<PAGE>
Annualized Returns
- ------------------
<TABLE>
<S> <C> <C> <C>
Four Years
(1991-1994) 27.4% 8.9% 11.85%
Three Years
(1992-1994) 19.2% 7.9% 6.27%
Two Years
(1993-1994) 19.6% 19.6% 5.61%
</TABLE>
Unlike the returns of the Sub-Advisor and the EAFE Index, the Standard & Poor's
500 measures the return of equity securities traded in United States, not
international, markets. It is included for reference purposes only.
- 31 -
<PAGE>
THE JAMESTOWN INTERNATIONAL EQUITY FUND
INVESTMENT ADVISOR
Lowe, Brockenbrough & Tattersall, Inc.
6620 West Broad Street
Suite 300
Richmond, Virginia 23230
SUB-ADVISOR
Johnston Schager Asset Management Corporation
599 West Putnam Avenue
Greenwich, Connecticut 06831
ADMINISTRATOR
MGF Service Corp.
312 Walnut Street
P.O. Box 5354
Cincinnati, Ohio 45201-5354
1-800-443-4249
CUSTODIAN
INDEPENDENT AUDITORS
Tait, Weller & Baker
Two Penn Center Plaza
Philadelphia, Pennsylvania 19102
COUNSEL
Sullivan & Worcester
One Post Office Square
Boston, Massachusetts 02109
BOARD OF TRUSTEES
Jack E. Brinson
Austin Brockenbrough III
John T. Bruce
Charles M. Caravati, Jr.
J. Finley Lee, Jr.
Richard Mitchell
Richard L. Morrill
Harris V. Morrissette
Fred T. Tattersall
Samuel B. Witt III
OFFICERS
No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering contained in this Prospectus, and if given
- 32 -
<PAGE>
or made, such information or representations must not be relied upon as being
authorized by the Fund. This Prospectus does not constitute an offer by the
Fund to sell shares in any State to any person to whom it is unlawful for the
Fund to make such offer in such State.
- 33 -
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
THE JAMESTOWN
INTERNATIONAL EQUITY FUND
_________________________
A Series of
WILLIAMSBURG INVESTMENT TRUST
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202
Telephone 1-800-443-4249
TABLE OF CONTENTS
-----------------
<TABLE>
<S> <C>
INVESTMENT OBJECTIVE AND POLICIES . . . . . . . . . . . . . . . . . . 2
DESCRIPTION OF BOND RATINGS . . . . . . . . . . . . . . . . . . . . . 9
INVESTMENT LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . 12
TRUSTEES AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . 14
INVESTMENT ADVISOR . . . . . . . . . . . . . . . . . . . . . . . . . 17
SUB-ADVISOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ADMINISTRATOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
OTHER SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
BROKERAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SPECIAL SHAREHOLDER SERVICES . . . . . . . . . . . . . . . . . . . . 20
PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . 22
REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . 23
NET ASSET VALUE DETERMINATION . . . . . . . . . . . . . . . . . . . . 23
ALLOCATION OF TRUST EXPENSES . . . . . . . . . . . . . . . . . . . . 24
ADDITIONAL TAX INFORMATION . . . . . . . . . . . . . . . . . . . . . 25
CAPITAL SHARES AND VOTING . . . . . . . . . . . . . . . . . . . . . . 27
CALCULATION OF PERFORMANCE DATA . . . . . . . . . . . . . . . . . . . 28
FINANCIAL STATEMENTS AND REPORTS . . . . . . . . . . . . . . . . . . 30
</TABLE>
This Statement of Additional Information is not a prospectus and should only be
read in conjunction with the Prospectus of The Jamestown International Equity
Fund (the "Fund") dated ______________. The Prospectus may be obtained from
the Fund, at the address and phone number shown above, at no charge.
- 34 -
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The investment objective and policies of the Fund are described in the
Prospectus. Supplemental information about these policies is set forth below.
Certain capitalized terms used herein are defined in the Prospectus.
FOREIGN SECURITIES. The Fund will invest primarily in foreign securities,
including those traded domestically as American Depository Receipts (ADRs).
Foreign securities investment presents special considerations not typically
associated with investments in domestic securities. Foreign taxes may reduce
income. Currency exchange rates and regulations may cause fluctuation in the
value of foreign securities. Foreign securities are subject to different
regulatory environments than in the United States and, compared to the United
States, there may be a lack of uniform accounting, auditing and financial
reporting standards, less volume and liquidity and more volatility, less public
information, and less regulation of foreign issuers. Countries have been known
to expropriate or nationalize assets, and foreign investments may be subject to
political, financial or social instability or adverse diplomatic developments.
There may be difficulties in obtaining service of process on foreign issuers
and difficulties in enforcing judgments with respect to claims under the U.S.
securities laws against such issuers. Favorable or unfavorable differences
between U.S. and foreign economies could affect foreign securities values. The
U.S. Government has, in the past, discouraged certain foreign investments by
U.S. investors through taxation or other restrictions and it is possible that
such restrictions could be imposed again.
WARRANTS AND RIGHTS. Warrants are essentially options to purchase equity
securities at specific prices and are valid for a specific period of time.
Prices of warrants do not necessarily move in concert with the prices of the
underlying securities. Rights are similar to warrants but generally have a
short duration and are distributed directly by the issuer to its shareholders.
Rights and warrants have no voting rights, receive no dividends and have no
rights with respect to the assets of the issuer.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. The value of the Fund's portfolio
securities which are invested in non-U.S. dollar denominated instruments as
measured in U.S. dollars may be affected favorably or unfavorably by changes in
foreign currency exchange rates and exchange control regulations, and the Fund
may incur costs in connection with conversions between various currencies. The
Fund will conduct its foreign currency exchange transactions either on a spot
(i.e., cash) basis at the spot rate prevailing in the foreign currency exchange
market, or through
- 35 -
<PAGE>
forward contracts to purchase or sell foreign currencies. A forward foreign
currency exchange contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract agreed upon by the parties, at a price set at the time
of the contract. These contracts are traded directly between currency traders
(usually large commercial banks) and their customers. The Fund will not,
however, hold foreign currency except in connection with purchase and sale of
foreign portfolio securities.
The Fund will enter into forward foreign currency exchange contracts as
described hereafter. When the Fund enters into a contract for the purchase or
sale of a security denominated in a foreign currency, it may desire to
establish the cost or proceeds relative to another currency. The forward
contract may be denominated in U.S. dollars or may be a "cross-currency"
contract where the forward contract is denominated in a currency other than
U.S. dollars. However, this tends to limit potential gains which might result
from a positive change in such currency relationships.
The forecasting of a short-term currency market movement is extremely difficult
and the successful execution of a short-term hedging strategy is highly
uncertain. The Fund may enter into such forward contracts if, as a result, not
more than 50% of the value of its total assets would be committed to such
contracts. Under normal circumstances, consideration of the prospect for
currency parities will be incorporated into the longer term investment
decisions made with regard to overall diversification strategies. However, the
Trustees believe that it is important to have the flexibility to enter into
forward contracts when the Sub-Advisor determines it to be in the best
interests of the Fund. The Custodian will segregate cash, U.S. Government
obligations or other liquid high-grade debt obligations in an amount not less
than the value of the Fund's total assets committed to foreign currency
exchange contracts entered into under this type of transaction. If the value
of the segregated securities declines, additional cash or securities will be
added on a daily basis, i.e., "marked to market," so that the segregated amount
will not be less than the amount of the Fund's commitments with respect to such
contracts.
Generally, the Fund will not enter into a forward foreign currency exchange
contract with a term of greater than 90 days. At the maturity of the contract,
the Fund may either sell the portfolio security and make delivery of the
foreign currency, or may retain the security and terminate the obligation to
deliver the foreign currency by purchasing an "offsetting" forward contract
with the same currency trader obligating the Fund to purchase, on the same
maturity date, the same amount of the foreign currency.
- 36 -
<PAGE>
It is impossible to forecast with absolute precision the market value of
portfolio securities at the expiration of the contract. Accordingly, it may be
necessary for the Fund to purchase additional foreign currency on the spot
market (and bear the expense of such purchase) if the market value of the
security is less than the amount of foreign currency the Fund is obligated to
deliver and if a decision is made to sell the security and make delivery of the
foreign currency. Conversely, it may be necessary to sell on the spot market
some of the foreign currency received upon the sale of the portfolio security
if its market value exceeds the amount of foreign currency the Fund is
obligated to deliver.
If the Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or a loss (as described below) to the
extent that there has been movement in forward contract prices. If the Fund
engages in an offsetting transaction, it may subsequently enter into a new
forward contract to sell the foreign currency. Should forward prices decline
during the period between entering into a forward contract for the sale of a
foreign currency and the date the Fund enters into an offsetting contract for
the purchase of the foreign currency, the Fund will realize a gain to the
extent the price of the currency the Fund has agreed to sell exceeds the price
of the currency it has agreed to purchase. Should forward prices increase, the
Fund will suffer a loss to the extent the price of the currency the Fund has
agreed to purchase exceeds the price of the currency the Fund has agreed to
sell.
The Fund's dealings in forward foreign currency exchange contracts will be
limited to the transactions described above. The Fund is not required to enter
into such transactions with regard to its foreign currency-denominated
securities and will not do so unless deemed appropriate by the Sub-Advisor. It
should also be realized that this method of protecting the value of the Fund's
portfolio securities against a decline in the value of a currency does not
eliminate fluctuations in the underlying prices of the securities held by the
Fund. It simply establishes a rate of exchange which one can achieve at some
future point in time. Additionally, although such contracts tend to minimize
the risk of loss due to a decline in the value of the hedged currency, at the
same time, they tend to limit any potential gain which might result should the
value of such currency increase.
WRITING COVERED CALL OPTIONS. The Fund may write covered call options on
equity securities or futures contracts to earn premium income, to assure a
definite price for a security it has considered selling, or to close out
options previously purchased. A call option gives the holder (buyer) the right
to purchase a security or futures contract at a specified price (the exercise
price) at any time until a certain date (the expiration date). A
- 37 -
<PAGE>
call option is "covered" if the Fund owns the underlying security subject to
the call option at all times during the option period. A covered call writer
is required to deposit in escrow the underlying security in accordance with the
rules of the exchanges on which the option is traded and the appropriate
clearing agency.
The writing of covered call options is a conservative investment technique
which the Sub-Advisor believes involves relatively little risk. However, there
is no assurance that a closing transaction can be effected at a favorable
price. During the option period, the covered call writer has, in return for
the premium received, given up the opportunity for capital appreciation above
the exercise price should the market price of the underlying security increase,
but has retained the risk of loss should the price of the underlying security
decline.
The Fund may write covered call options if, immediately thereafter, not more
than 30% of its net assets would be committed to such transactions. As long as
the Securities and Exchange Commission continues to take the position that
unlisted options are illiquid securities, the Fund will not commit more than
15% of its net assets to unlisted covered call transactions and other illiquid
securities. The ability of the Fund to write covered call options may be
limited by state regulations which require the Fund to commit no more than a
specified percentage of its assets to such transactions and the tax requirement
that less than 30% of the Fund's gross income be derived from the sale or other
disposition of securities held for less than 3 months.
WRITING COVERED PUT OPTIONS. The Fund may write covered put options on equity
securities and futures contracts to assure a definite price for a security if
it is considering acquiring the security at a lower price than the current
market price or to close out options previously purchased. A put option gives
the holder of the option the right to sell, and the writer has the obligation
to buy, the underlying security at the exercise price at any time during the
option period. The operation of put options in other respects is substantially
identical to that of call options. When the Fund writes a covered put option,
it maintains in a segregated account with its Custodian cash or obligations in
an amount not less than the exercise price at all times while the put option is
outstanding.
The risks involved in writing put options include the risk that a closing
transaction cannot be effected at a favorable price and the possibility that
the price of the underlying security may fall below the exercise price, in
which case the Fund may be required to purchase the underlying security at a
higher price than the market price of the security at the time the option is
exercised. The Fund may not write a put option if, immediately thereafter,
more than 25% of its net assets would be committed to such transactions.
- 38 -
<PAGE>
OPTIONS TRANSACTIONS GENERALLY. Option transactions in which the Fund may
engage involve the specific risks described above as well as the following
risks: the writer of an option may be assigned an exercise at any time during
the option period; disruptions in the markets for underlying instruments could
result in losses for options investors; imperfect or no correlation between the
option and the securities being hedged; the insolvency of a broker could
present risks for the broker's customers; and market imposed restrictions may
prohibit the exercise of certain options. In addition, the option activities
of the Fund may affect its portfolio turnover rate and the amount of brokerage
commissions paid by the Fund. The success of the Fund in using the option
strategies described above depends, among other things, on the Sub-Advisor's
ability to predict the direction and volatility of price movements in the
options, futures contracts and securities markets and the Sub- Advisor's
ability to select the proper time, type and duration of the options.
LOANS OF PORTFOLIO SECURITIES. The Fund may lend its portfolio securities;
however, the aggregate of portfolio securities loaned will not exceed 25% of
the value of the Fund's net assets, measured at the time any such loan is made.
Under applicable regulatory requirements (which are subject to change), the
loan collateral must, on each business day, at least equal the value of the
loaned securities. To be acceptable as collateral, letters of credit must
obligate a bank to pay amounts demanded by the Fund if the demand meets the
terms of the letter. Such terms and the issuing bank must be satisfactory to
the Fund. The Fund receives amounts equal to the interest on loaned securities
and also receives one or more of (a) negotiated loan fees, (b) interest on
securities used as collateral, or (c) interest on short-term debt securities
purchased with such collateral; either type of interest may be shared with the
borrower. The Fund may also pay fees to placing brokers as well as custodian
and administrative fees in connection with loans. Fees may only be paid to a
placing broker provided that the Trustees determine that the fee paid to the
placing broker is reasonable and based solely upon services rendered, that the
Trustees separately consider the propriety of any fee shared by the placing
broker with the borrower, and that the fees are not used to compensate the
Advisor, the Sub-Advisor or any affiliated person of the Trust or an affiliated
person of the Advisor, the Sub-Advisor or other affiliated person. The terms
of the Fund's loans must meet applicable tests under the Internal Revenue Code
and permit the Fund to reacquire loaned securities on five days' notice or in
time to vote on any important matter.
REPURCHASE AGREEMENTS. The Fund may acquire U.S. Government Securities subject
to repurchase agreements. A repurchase transaction occurs when, at the time
the Fund purchases a
- 39 -
<PAGE>
security (normally a U.S. Treasury obligation), it also resells it to the
vendor (normally a member bank of the Federal Reserve System or a registered
Government Securities dealer) and must deliver the security (and/or securities
substituted for them under the repurchase agreement) to the vendor on an agreed
upon date in the future. Such securities, including any securities so
substituted, are referred to as the "Repurchase Securities." The repurchase
price exceeds the purchase price by an amount which reflects an agreed upon
market interest rate effective for the period of time during which the
repurchase agreement is in effect.
The majority of these transactions run day to day and the delivery pursuant to
the resale typically will occur within one to five days of the purchase. The
Fund's risk is limited to the ability of the vendor to pay the agreed upon sum
upon the delivery date; in the event of bankruptcy or other default by the
vendor, there may be possible delays and expenses in liquidating the instrument
purchased, decline in its value and loss of interest. These risks are
minimized when the Fund holds a perfected security interest in the Repurchase
Securities and can therefore sell the instrument promptly. Under guidelines
issued by the Trustees, the Sub-Advisor will carefully consider the
creditworthiness during the term of the repurchase agreement. Repurchase
agreements are considered as loans collateralized by the Repurchase Securities,
such agreements being defined as "loans" under the Investment Company Act of
1940 (the "1940 Act"). The return on such "collateral" may be more or less
than that from the repurchase agreement. The market value of the resold
securities will be monitored so that the value of the "collateral" is at all
times as least equal to the value of the loan, including the accrued interest
earned thereon. All Repurchase Securities will be held by the Fund's custodian
either directly or through a securities depository.
DESCRIPTION OF MONEY MARKET INSTRUMENTS. Money market instruments may include
U.S. Government Securities or corporate debt obligations (including those
subject to repurchase agreements) as described herein, provided that they
mature in thirteen months or less from the date of acquisition and are
otherwise eligible for purchase by the Fund. Money market instruments also may
include Bankers' Acceptances and Certificates of Deposit of domestic branches
of U.S. banks, Commercial Paper and Variable Amount Demand Master Notes
("Master Notes"). BANKERS' ACCEPTANCES are time drafts drawn on and "accepted"
by a bank, are the customary means of effecting payment for merchandise sold in
import-export transactions and are a source of financing used extensively in
international trade. When a bank "accepts" such a time draft, it assumes
liability for its payment. When the Fund acquires a Bankers' Acceptance, the
bank which "accepted" the time draft is liable
- 40 -
<PAGE>
for payment of interest and principal when due. The Bankers' Acceptance,
therefore, carries the full faith and credit of such bank. A CERTIFICATE OF
DEPOSIT ("CD") is an unsecured interest-bearing debt obligation of a bank.
CDs acquired by the Fund would generally be in amounts of $100,000 or more.
COMMERCIAL PAPER is an unsecured, short term debt obligation of a bank,
corporation or other borrower. Commercial Paper maturity generally ranges from
two to 270 days and is usually sold on a discounted basis rather than as an
interest-bearing instrument. The Fund will invest in Commercial Paper only if
it is rated in the highest rating category by any nationally recognized
statistical rating organization ("NRSRO") or, if not rated, the issuer must
have an outstanding unsecured debt issue rated in the three highest categories
by any NRSRO or, if not so rated, be of equivalent quality in the Sub-Advisor's
assessment. Commercial Paper may include Master Notes of the same quality.
MASTER NOTES are unsecured obligations which are redeemable upon demand of the
holder and which permit the investment of fluctuating amounts at varying rates
of interest. Master Notes are acquired by the Fund only through the Master
Note program of the Fund's custodian, acting as administrator thereof. The
Sub-Advisor will monitor, on a continuous basis, the earnings power, cash flow
and other liquidity ratios of the issuer of a Master Note held by the Fund.
U.S. GOVERNMENT SECURITIES. The Fund may invest in debt obligations which are
issued or guaranteed by the U.S. Government, its agencies and instrumentalities
("U.S. Government Securities") as described herein. U.S. Government Securities
include the following securities: (1) U.S. Treasury obligations of various
interest rates, maturities and issue dates, such as U.S. Treasury bills (mature
in one year or less), U.S. Treasury notes (mature in one to seven years), and
U.S. Treasury bonds (mature in more than seven years), the payments of
principal and interest of which are all backed by the full faith and credit of
the U.S. Government; (2) obligations issued or guaranteed by U.S. Government
agencies or instrumentalities, some of which are backed by the full faith and
credit of the U.S. Government, e.g., obligations of the Government National
Mortgage Association ("GNMA"), the Farmers Home Administration and the Export
Import Bank; some of which do not carry the full faith and credit of the U.S.
Government but which are supported by the right of the issuer to borrow from
the U.S. Government, e.g., obligations of the Tennessee Valley Authority, the
U.S. Postal Service, the Federal National Mortgage Association ("FNMA"), and
the Federal Home Loan Mortgage Corporation ("FHLMC"); and some of which are
backed only by the credit of the issuer itself, e.g., obligations of the
Student Loan Marketing Association, the Federal Home Loan Banks and the Federal
Farm Credit Bank; and (3) any of the foregoing purchased subject to repurchase
agreements as described herein. The Fund does not intend to invest in "zero
coupon" Treasury securities. The guarantee of the U.S. Government does not
extend to the yield or value of the Fund's shares.
- 41 -
<PAGE>
Obligations of GNMA, FNMA and FHLMC may include direct pass-through
"Certificates," representing undivided ownership interests in pools of
mortgages. Such Certificates are guaranteed as to payment of principal and
interest (but not as to price and yield) by the U.S. Government or the issuing
agency. Mortgage Certificates are subject to more rapid prepayment than their
stated maturity date would indicate; their rate of prepayment tends to
accelerate during periods of declining interest rates and, as a result, the
proceeds from such prepayments may be reinvested in instruments which have
lower yields. To the extent such securities were purchased at a premium, such
prepayments could result in capital losses. The U.S. Government does not
guarantee premiums and market value of U.S. Government Securities.
FORWARD COMMITMENT AND WHEN-ISSUED SECURITIES. The Fund may purchase
securities on a when-issued basis or for settlement at a future date if the
Fund holds sufficient assets to meet the purchase price. In such purchase
transactions the Fund will not accrue interest on the purchased security until
the actual settlement. Similarly, if a security is sold for a forward date, the
Fund will accrue the interest until the settlement of the sale. When-issued
security purchases and forward commitments have a higher degree of risk of
price movement before settlement due to the extended time period between the
execution and settlement of the purchase or sale. As a result, the exposure to
the counterparty of the purchase or sale is increased. Although the Fund would
generally purchase securities on a forward commitment or when-issued basis
with the intention of taking delivery, the Fund may sell such a security prior
to the settlement date if the Sub-Advisor felt such action was appropriate. In
such a case, the Fund could incur a short-term gain or loss.
DESCRIPTION OF BOND RATINGS
The various ratings used by the NRSROs are described below. A rating by an
NRSRO represents the organization's opinion as to the credit quality of the
security being traded. However, the ratings are general and are not absolute
standards of quality or guarantees as to the creditworthiness of an issuer.
Consequently, the Sub-Advisor believes that the quality of fixed-income
securities in which the Fund may invest should be continuously reviewed and
that individual analysts give different weightings to the various factors
involved in credit analysis. A rating is not a recommendation to purchase,
sell or hold a security because it does not take into account market value or
suitability for a particular investor. When a security has received a rating
from more than one NRSRO, each rating is evaluated independently. Ratings are
based on current information furnished by the issuer or obtained by the NRSROs
from other sources that they consider reliable. Ratings may be changed,
suspended or withdrawn as a result of changes in or unavailability of such
information, or for other reasons.
- 42 -
<PAGE>
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S BOND RATINGS:
Aaa: Bonds rated Aaa are judged to be of the best quality. These bonds
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
Aa: Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large in Aa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements that make
the long term risks appear somewhat larger than in Aaa securities.
A: Bonds rated A possess many favorable investment attributes and are
to be considered upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present that
suggest a susceptibility to impairment sometime in the future.
Baa: Bonds rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics as
well.
Moody's applies numerical modifiers (1, 2 and 3) with respect to bonds rated Aa,
A and Baa. The modifier 1 indicates that the bond being rated ranks in the
higher end of its generic rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates that the bond ranks in the lower end of
its generic rating category.
DESCRIPTION OF STANDARD & POOR'S RATINGS GROUP'S BOND RATINGS:
AAA: This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.
AA: Bonds rated AA also qualify as high quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority of
instances they differ from AAA issues only in small degree.
- 43 -
<PAGE>
A: Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.
BBB: Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit protection parameters,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity to pay principal and interest for bonds in this category
than for bonds in the A category.
To provide more detailed indications of credit quality, the AA, A and BBB
ratings may be modified by the addition of a plus or minus sign to show
relative standing within these major rating categories.
DESCRIPTION OF FITCH INVESTORS SERVICE INC.'S BOND RATINGS:
AAA: Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest and
repay principal, which is unlikely to be affected by reasonably foreseeable
events.
AA: Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated AAA.
A: Bonds considered to be investment grade and of high credit quality.
The obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions
and circumstances than bonds with higher ratings.
BBB: Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these bonds,
and therefore, impair timely payment.
To provide more detailed indications of credit quality, the AA, A and BBB
ratings may be modified by the addition of a plus or minus sign to show
relative standing within a rating category.
DESCRIPTION OF DUFF & PHELPS CREDIT RATING CO.'S BOND RATINGS:
AAA: This is the highest rating credit quality. The risk factors are
negligible, being only slightly more than for risk-free U.S. Treasury debt.
- 44 -
<PAGE>
AA: Bonds rated AA are considered to be of high credit quality.
Protection factors are strong. Risk is modest but may vary slightly from time
to time because of economic conditions.
A: Bonds rated A have average protection factors. However risk factors
are more variable and greater in periods of economic stress.
BBB: Bonds rated BBB have below average protection factors, but are
considered sufficient for prudent investment. There is considerable
variability in risk during economic cycles.
INVESTMENT LIMITATIONS
The Fund has adopted the following investment limitations which cannot be
changed without approval by holders of a majority of the outstanding voting
shares of the Fund. A "majority" for this purpose, means the lesser of (i) 67%
of the Fund's outstanding shares represented in person or by proxy at a meeting
at which more than 50% of its outstanding shares are represented, or (ii) more
than 50% of its outstanding shares.
Under these limitations, the Fund MAY NOT:
(1) Invest more than 5% of the value of its total assets in the securities of
any one corporate issuer or purchase more than 10% of the outstanding
voting securities or of any class of securities of any one corporate
issuer;
(2) Invest 25% or more of the value of its total assets in any one industry or
group of industries (except that securities of the U.S. Government, its
agencies and instrumentalities are not subject to these limitations);
(3) Invest in the securities of any issuer if any of the officers or trustees
of the Trust or its Advisor or Sub-Advisor who own beneficially more than
1/2 of 1% of the outstanding securities of such issuer together own more
than 5% of the outstanding securities of such issuer;
(4) Invest for the purpose of exercising control or management of another
issuer;
(5) Invest in interests in real estate, real estate mortgage loans, oil, gas
or other mineral exploration or development programs, except that the Fund
may invest in the securities of companies (other than those which are not
readily marketable) which own or deal in such things, and the Fund may
invest in certain mortgage backed securities as described in the
Prospectus under "Investment Objective, Investment Policies and Risk
Considerations";
- 45 -
<PAGE>
(6) Underwrite securities issued by others, except to the extent the Fund may
be deemed to be an underwriter under the federal securities laws in
connection with the disposition of portfolio securities;
(7) Purchase securities on margin (but the Fund may obtain such short-term
credits as may be necessary for the clearance of transactions);
(8) Make short sales of securities or maintain a short position, except short
sales "against the box." (A short sale is made by selling a security the
Fund does not own. A short sale is "against the box" to the extent that
the Fund contemporaneously owns or has the right to obtain at no added
cost securities identical to those sold short.);
(9) Make loans of money or securities, except that the Fund may (a) make loans
of its portfolio securities in amounts not in excess of 25% of its net
assets, and (b) invest in repurchase agreements;
(10) Issue senior securities, borrow money or pledge its assets, except
that it may borrow from banks as a temporary measure (a) for
extraordinary or emergency purposes, in amounts not exceeding 5% of
the Fund's total assets, or (b) in order to meet redemption requests
which might otherwise require untimely disposition of portfolio
securities if, immediately after such borrowing, the value of the
Fund's assets, including all borrowings then outstanding, less its
liabilities (excluding all borrowings), is equal to at least 300% of
the aggregate amount of borrowings then outstanding, and may pledge
its assets to secure all such borrowings;
(11) Invest in securities of issuers which have a record of less than
three years' continuous operation (including predecessors and, in
the case of bonds, guarantors);
(12) Invest more than 15% of its net assets in illiquid securities,
including repurchase agreements maturing in over seven days, and
other securities for which there is no established market or for
which market quotations are not readily available; or
(13) Purchase or sell puts, calls options, futures, straddles,
commodities, commodities contracts or commodities futures contracts,
except as described in the Prospectus and this Statement of
Additional Information.
Percentage restrictions stated as an investment policy or investment
limitation apply at the time of investment; if a later increase or
decrease in percentage beyond the specified limits
- 46 -
<PAGE>
results from a change in securities values or total assets, it will not be
considered a violation. However, in the case of the borrowing limitation
(limitation number 10, above) the Fund will, to the extent necessary, reduce
its existing borrowings to comply with the limitation.
While the Fund has reserved the right to make short sales "against the box"
(limitation number 8, above), the Sub-Advisor has no present intention of
engaging in such transactions at this time or during the coming year.
TRUSTEES AND OFFICERS
Following are the Trustees and executive officers of the Williamsburg
Investment Trust (the "Trust"), their present position with the Trust or Fund,
age, principal occupation during the past 5 years and their aggregate
compensation from the Trust for the fiscal year ended March 31, 1995:
<TABLE>
<CAPTION>
Name, Position, Principal Occupation Compensation
Age and Address During Past 5 Years From the Trust
- ------------------ -------------------- --------------
<S> <C> <C>
Jack E. Brinson (age 63) President, Brinson Investment Co. $11,500
Trustee President, Brinson Chevrolet, Inc.
1105 Panola Street Tarboro, North Carolina
Tarboro, North Carolina 27886
Austin Brockenbrough III (age 58) Managing Director None
Trustee** Lowe, Brockenbrough & Tattersall, Inc.
President Richmond, Virginia
The Jamestown Tax Exempt Virginia Fund
6620 West Broad Street
Suite 300
Richmond, Virginia 23230
John T. Bruce (age 41) Principal None
Trustee and Chairman** Flippin, Bruce & Porter, Inc.
Vice President Lynchburg, Virginia
FBP Contrarian Balanced Fund
FBP Contrarian Equity Fund
800 Main Street
Lynchburg, Virginia 24504
Charles M. Caravati (age 58) Physician $8,500
Trustee** Dermatology Associates of Richmond
5600 Grove Avenue Richmond, Virginia
Richmond, Virginia 23226
</TABLE>
- 47 -
<PAGE>
<TABLE>
<S> <C> <C>
J. Finley Lee, Jr. (age 55) Julian Price Professor of $9,500
Trustee Business Administration
614 Croom Court University of North Carolina
Chapel Hill, North Carolina 27514 Chapel Hill, North Carolina
Richard Mitchell (age 46) Principal None
Trustee** T. Leavell & Associates, Inc.
President Mobile, Alabama
The Government Street Bond Fund
The Government Street Equity Fund
The Alabama Tax Free Bond Fund
150 Government Street
Mobile, Alabama 36602
Richard L. Morrill (age 56) President $11,500
Trustee University of Richmond
7000 River Road Richmond, Virginia
Richmond, Virginia 23229
Harris V. Morrissette (age 35) President $11,500
Trustee Marshall Biscuits
1500 S. Beltline Hwy. Mobile, Alabama
Mobile, Alabama 36693
Fred T. Tattersall (age 46) Managing Director None
Trustee** Lowe, Brockenbrough & Tattersall, Inc.
President Richmond, Virginia
The Jamestown Bond Fund
The Jamestown Short Term Bond Fund
6620 West Broad Street
Suite 300
Richmond, Virginia 23230
Samuel B. Witt III (age 59) Attorney at Law $9,000
Trustee
2300 Clarendon Blvd.
Suite 407
Arlington, Virginia 22201
Karen Emmett Coleman (age 35) Senior Fixed Income Portfolio Manager
Vice President Lowe, Brockenbrough & Tattersall, Inc.
The Jamestown Bond Fund Richmond, Virginia
The Jamestown Short Term Bond Fund
6620 West Broad Street
Suite 300
Richmond, Virginia 23230
</TABLE>
- 48 -
<PAGE>
<TABLE>
<S> <C>
John M. Flippin (age 53) Principal
President Flippin, Bruce & Porter, Inc.
FBP Contrarian Balanced Fund Lynchburg, Virginia
FBP Contrarian Equity Fund
800 Main Street
Lynchburg, Virginia 24504
Timothy S. Healy (age 42) Vice President
Vice President T. Leavell & Associates, Inc.
The Alabama Tax Free Bond Fund Mobile, Alabama
150 Government Street
Mobile, Alabama 36602
R. Gregory Porter, III (age 54) Principal
Vice President Flippin, Bruce & Porter, Inc.
FBP Contrarian Balanced Fund Lynchburg, Virginia
FBP Contrarian Equity Fund
800 Main Street
Lynchburg, Virginia 24504
Mark J. Seger (age 33) Vice President, MGF Service Corp.
Treasurer and Leshner Financial, Inc.; Treasurer,
312 Walnut Street, 21st Floor Midwest Trust, Midwest Group
Cincinnati, Ohio 45202 Tax Free Trust and Midwest Strategic Trust
Henry C. Spalding, Jr. (age 57) Executive Vice President
President Lowe, Brockenbrough & Tattersall, Inc.
The Jamestown Balanced Fund Richmond, Virginia
The Jamestown Equity Fund
6620 West Broad Street
Suite 300
Richmond, Virginia 23230
Ernest H. Stephenson, Jr. (age 50) Vice President
Vice President Lowe, Brockenbrough & Tattersall, Inc.
The Jamestown Balanced Fund Richmond, Virginia
The Jamestown Equity Fund
6620 West Broad Street
Suite 300
Richmond, Virginia 23230
Connie R. Taylor (age 44) Administrator
Vice President Lowe, Brockenbrough & Tattersall, Inc.
The Jamestown Balanced Fund Richmond, Virginia
The Jamestown Equity Fund
6620 West Broad Street
Suite 300
Richmond, Virginia 23230
</TABLE>
- 49 -
<PAGE>
<TABLE>
<S> <C>
Craig D. Truitt (age 36) Manager Client Services
Vice President Lowe, Brockenbrough & Tattersall, Inc.,
The Jamestown Bond Fund since 1992;
The Jamestown Short Term Bond Fund (previously Vice President,
6620 West Broad Street Julius Straus
Suite 300 Richmond, Virginia)
Richmond, Virginia 23230
Beth Ann Walk (age 36) Portfolio Manager
Vice President Lowe, Brockenbrough & Tattersall, Inc.
The Jamestown Tax Exempt Virginia Fund Richmond, Virginia
6620 West Broad Street
Suite 300
Richmond, Virginia 23230
- -------------------------------
<FN>
** Indicates that Trustee is an Interested Person for purposes of the 1940 Act.
</TABLE>
Messrs. Brinson (Chairman), Caravati, Lee, Morrill, Morrissette and Witt
constitute the Trust's Audit Committee. The Audit Committee reviews annually
the nature and cost of the professional services rendered by the Trust's
independent accountants, the results of their year-end audit and their findings
and recommendations as to accounting and financial matters, including the
adequacy of internal controls. On the basis of this review the Audit Committee
makes recommendations to the Trustees as to the appointment of independent
accountants for the following year. The Trustees have not appointed a
compensation committee or a nominating committee.
INVESTMENT ADVISOR
Lowe, Brockenbrough & Tattersall, Inc. (the "Advisor") performs management,
statistical, portfolio advisor selection and general investment supervisory
services for the Fund pursuant to an Investment Advisory Agreement (the
"Advisory Agreement"). The Advisory Agreement is effective until April 1, 1997
and will be renewed thereafter for one year periods only so long as such
renewal and continuance is specifically approved at least annually by the Board
of Trustees or by vote of a majority of the Fund's outstanding voting
securities, provided the continuance is also approved by a majority of the
Trustees who are not "interested persons" of the Trust or the Advisor by vote
cast in person at a meeting called for the purpose of voting on such approval.
The Advisory Agreement is terminable without penalty on sixty days notice by
the Board of Trustees of the Trust or by the Advisor. The Advisory Agreement
provides that it will terminate automatically in the event of its assignment.
- 50 -
<PAGE>
Compensation of the Advisor is at the annual rate of 1.00% of the Fund's
average daily net assets. The Advisor currently intends to waive its advisory
fees to the extent necessary to limit the total operating expenses of the Fund
to 1.60% per annum of its average daily net assets. However, there is no
assurance that any voluntary fee waivers will continue in the current or future
fiscal years, and expenses of the Fund may therefore exceed 1.60% of its
average daily net assets.
The Advisor, organized as a Virginia corporation in 1970, is controlled by its
shareholders, Austin Brockenbrough III and Fred T. Tattersall. In addition to
acting as Advisor to the Fund, the Advisor serves as investment advisor to five
additional investment companies, the subjects of separate prospectuses, and
also provides investment advice to corporations, trusts, pension and profit
sharing plans, other business and institutional accounts and individuals.
The Advisor also provides, at its own expense, certain Executive Officers to
the Trust, and pays the entire cost of distributing Fund shares.
The Advisor may compensate dealers or others based on sales of shares of the
Fund to clients of such dealers or others or based on the average balance of
all accounts in the Fund for which such dealers or others are designated as the
person responsible for the account.
SUB-ADVISOR
Johnston Schager Asset Management Corporation (the "Sub-Advisor") supervises
the Fund's investments pursuant to a Sub-Advisory Agreement (the "Sub-Advisory
Agreement") between the Sub-Advisor, the Advisor and the Trust. The
Sub-Advisory Agreement is effective until April 1, 1997 and will be renewed
thereafter for one year periods only so long as such renewal and continuance is
specifically approved at least annually by the Board of Trustees or by vote of
a majority of the Fund's outstanding voting securities, provided the
continuance is also approved by a majority of the Trustees who are not
"interested persons" of the Trust, the Advisor or the Sub-Advisor by vote cast
in person at a meeting called for the purpose of voting on such approval. The
Sub-Advisory Agreement is terminable without penalty on sixty days notice by
the Board of Trustees of the Trust, by the Advisor or by the Sub-Advisor. The
Sub-Advisory Agreement provides that it will terminate automatically in the
event of its assignment.
Compensation of the Sub-Advisor is paid by the Advisor (not the Fund) in the
amount of one-half of the advisory fee (net of any waivers) received by the
Advisor.
The Sub-Advisor is controlled by its principals, Kees Schager and Richard
Johnston. The Sub-Advisor has never before given investment advice to a
regulated investment company.
- 51 -
<PAGE>
The Sub-Advisor provides 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 Sub-Advisor determines
what securities and other investments will be purchased, retained or sold by
the Fund, and does so in accordance with the investment objective and policies
of the Fund as described herein and in the Prospectus. The Sub-Advisor places
all securities orders for the Fund, determining with which broker, dealer, or
issuer to place the orders.
The Sub-Advisor must adhere to the brokerage policies of the Fund in placing
all orders, the substance of which policies are that the Sub- Advisor must seek
at all times the most favorable price and execution for all securities
brokerage transactions.
ADMINISTRATOR
MGF Service Corp. (the "Administrator") maintains the records of each
shareholder's account, answers shareholders' inquiries concerning their
accounts, processes purchases and redemptions of the Fund's shares, acts as
dividend and distribution disbursing agent and performs other shareholder
service functions. The Administrator also provides accounting and pricing
services to the Fund and supplies non-investment related statistical and
research data, internal regulatory compliance services and executive and
administrative services. The Administrator supervises the preparation of tax
returns, reports to shareholders of the Fund, reports to and filings with the
Securities and Exchange Commission and state securities commissions, and
materials for meetings of the Board of Trustees.
For the performance of these administrative services, the Fund pays the
Administrator a fee at the annual rate of 0.25% of the average value of its
daily net assets up to $25,000,000, 0.225% of such assets from $25,000,000 to
$50,000,000 and 0.20% of such assets in excess of $50,000,000; provided,
however, that the minimum fee is $4,000 per month. In addition, the Fund pays
out-of-pocket expenses, including but not limited to, postage, envelopes,
checks, drafts, forms, reports, record storage and communication lines.
OTHER SERVICES
The firm of Tait, Weller & Baker, Two Penn Center Plaza, Philadelphia,
Pennsylvania 19102, has been retained by the Board of Trustees to perform an
independent audit of the books and records of the Trust, to prepare the Fund's
federal and state tax returns and to consult with the Trust as to matters of
accounting and federal and state income taxation.
The Custodian of the Fund's assets is ______________________________________
____________________________________________________________. The Custodian
holds all cash and securities of the Fund (either in its possession or in its
favor through "book entry systems" authorized by the Trustees in
- 52 -
<PAGE>
accordance with the 1940 Act), collects all income and effects all securities
transactions on behalf of the Fund.
BROKERAGE
It is the Fund's practice to seek the best price and execution for all
portfolio securities transactions. The Sub-Advisor (subject to the general
supervision of the Board of Trustees and the Advisor) directs the execution of
the Fund's portfolio transactions. The Trust has adopted a policy which
prohibits the Sub-Advisor from effecting Fund portfolio transactions with
broker-dealers which may be interested persons of the Fund, the Trust, any
Trustee, officer or director of the Trust or its investment advisors or any
interested person of such persons.
The Fund's common stock portfolio transactions will normally be exchange traded
and will be effected through broker-dealers who will charge brokerage
commissions. With respect to securities traded only in the over-the-counter
market, orders will be executed on a principal basis with primary market makers
in such securities except where better prices or executions may be obtained on
an agency basis or by dealing with other than a primary market maker.
While there is no formula, agreement or undertaking to do so, the Sub-Advisor
may allocate a portion of the Fund's brokerage commissions to persons or firms
providing the Sub-Advisor with research services, which may typically include,
but are not limited to, investment recommendations, financial, economic,
political, fundamental and technical market and interest rate data, and other
statistical or research services. Much of the information so obtained may also
be used by the Sub-Advisor for the benefit of the other clients it may have.
Conversely, the Fund may benefit from such transactions effected for the
benefit of other clients. In all cases, the Sub-Advisor is obligated to effect
transactions for the Fund based upon obtaining the most favorable price and
execution. Factors considered by the Advisor in determining whether the Fund
will receive the most favorable price and execution include, among other
things: the size of the order, the broker's ability to effect and settle the
transaction promptly and efficiently and the Sub-Advisor's perception of the
broker's reliability, integrity and financial condition.
SPECIAL SHAREHOLDER SERVICES
As noted in the Prospectus, the Fund offers the following shareholder services:
REGULAR ACCOUNT. The regular account allows for voluntary investments to be
made at any time. Available to individuals, custodians, corporations, trusts,
estates, corporate retirement
- 53 -
<PAGE>
plans and others, investors are free to make additions and
withdrawals to or from their account as often as they wish. When an investor
makes an initial investment in the Fund, a shareholder account is opened in
accordance with the investor's registration instructions. Each time there is a
transaction in a shareholder account, such as an additional investment or the
reinvestment of a dividend or distribution, the shareholder will receive a
statement showing the current transaction and all prior transactions in the
shareholder account during the calendar year to date.
AUTOMATIC INVESTMENT PLAN. The automatic investment plan enables shareholders
to make regular monthly or quarterly investment in shares through automatic
charges to their checking account. With shareholder authorization and bank
approval, the Administrator will automatically charge the checking account for
the amount specified ($100 minimum) which will be automatically invested in
shares at the public offering price on or about the last business day of the
month or quarter. The shareholder may change the amount of the investment or
discontinue the plan at any time by writing to the Administrator.
SYSTEMATIC WITHDRAWAL PLAN. Shareholders owning shares with a value of $25,000
or more may establish a Systematic Withdrawal Plan. A shareholder may receive
monthly or quarterly payments, in amounts of not less than $100 per payment, by
authorizing the Fund to redeem the necessary number of shares periodically
(each month, or quarterly in the months of March, June, September and
December). Checks will be made payable to the designated recipient and mailed
within 7 days of the valuation date. If the designated recipient is other than
the registered shareholder, the signature of each shareholder must be
guaranteed on the application (see "Signature Guarantees"). A corporation (or
partnership) must also submit a "Corporate Resolution" (or "Certification of
Partnership") indicating the names, titles and required number of signatures
authorized to act on its behalf. The application must be signed by a duly
authorized officer(s) and the corporate seal affixed. No redemption fees are
charged to shareholders under this plan. Costs in conjunction with the
administration of the plan are borne by the Fund. Shareholders should be aware
that such systematic withdrawals may deplete or use up entirely their initial
investment and may result in realized long-term or short-term capital gains or
losses. The Systematic Withdrawal Plan may be terminated at any time by the
Fund upon sixty days' written notice or by a shareholder upon written notice to
the Fund. Applications and further details may be obtained by calling the Fund
at 1-800-443-4249, or by writing to:
The Jamestown International Equity Fund
Shareholder Services
P.O. Box 5354
Cincinnati, Ohio 45201-5354
- 54 -
<PAGE>
PURCHASES IN KIND. The Fund may accept securities in lieu of cash in payment
for the purchase of shares of the Fund. The acceptance of such securities is
at the sole discretion of the Sub-Advisor based upon the suitability of the
securities accepted for inclusion as a long term investment of the Fund, the
marketability of such securities, and other factors which the Sub-Advisor may
deem appropriate. If accepted, the securities will be valued using the same
criteria and methods as described in "How Net Asset Value is Determined" in the
Prospectus.
REDEMPTIONS IN KIND. The Fund does not intend, under normal circumstances, to
redeem its securities by payment in kind. It is possible, however, that
conditions may arise in the future which would, in the opinion of the Trustees,
make it undesirable for the Fund to pay for all redemptions in cash. In such
case, the Board of Trustees may authorize payment to be made in portfolio
securities or other property of the Fund. Securities delivered in payment of
redemptions would be valued at the same value assigned to them in computing the
net asset value per share. Shareholders receiving them would incur brokerage
costs when these securities are sold. An irrevocable election may be filed
under Rule 18f-1 of the 1940 Act, wherein the Fund commits itself to pay
redemptions in cash, rather than in kind, to any shareholder of record of the
Fund who redeems during any ninety day period, the lesser of (a) $250,000 or
(b) one percent (1%) of the Fund's net assets at the beginning of such period.
TRANSFER OF REGISTRATION. To transfer shares to another owner, send a written
request to the Fund at the address shown herein. Your request should include
the following: (1) the existing account registration; (2) signature(s) of the
registered owner(s) exactly as the signature(s) appear(s) on the account
registration; (3) the new account registration, address, social security or
taxpayer identification number and how dividends and capital gains are to be
distributed; (4) signature guarantees (see the Prospectus under the heading
"Signature Guarantees"); and (5) any additional documents which are required
for transfer by corporations, administrators, executors, trustees, guardians,
etc. If you have any questions about transferring shares, call or write the
Fund.
PURCHASE OF SHARES
The purchase price of shares of the Fund is the net asset value next determined
after the order is received. An order received prior to 4:00 p.m., Eastern
time, will be executed at the price computed on the date of receipt; and an
order received after that time will be executed at the price computed on the
next Business Day. An order to purchase shares is not binding on the Fund
until confirmed in writing (or unless other arrangements have been made with
the Fund, for example in the case of orders utilizing wire transfer of funds)
and payment has been received.
- 55 -
<PAGE>
The Fund reserves the right in its sole discretion (i) to suspend the offering
of its shares, (ii) to reject purchase orders when in the judgment of
management such rejection is in the best interest of the Fund and its
shareholders, and (iii) to reduce or waive the minimum for initial and
subsequent investments under circumstances where certain economies can be
achieved in sales of Fund shares.
EMPLOYEES AND AFFILIATES OF THE FUND. The Fund has adopted initial investment
minimums for the purpose of reducing the cost to the Fund (and consequently to
the shareholders) of communicating with and servicing its shareholders.
However, a reduced minimum initial investment requirement of $5,000 applies to
Trustees, officers and employees of the Fund, the Advisor, the Sub-Advisor and
certain parties related thereto, including clients of the Advisor and the
Sub-Advisor or any sponsor, officer, committee member thereof, or the immediate
family of any of them. In addition, accounts having the same mailing address
may be aggregated for purposes of the minimum investment if they consent in
writing to share a single mailing of shareholder reports, proxy statements (but
each such shareholder would receive his/her own proxy) and other Fund
literature.
REDEMPTION OF SHARES
The Fund may suspend redemption privileges or postpone the date of payment (i)
during any period that the New York Stock Exchange (the "Exchange") is closed,
or trading on the Exchange is restricted as determined by the Securities and
Exchange Commission (the "Commission"), (ii) during any period when an
emergency exists as defined by the rules of the Commission as a result of which
it is not reasonably practicable for the Fund to dispose of securities owned by
it, or to fairly determine the value of its assets, and (iii) for such other
periods as the Commission may permit.
No charge is made by the Fund for redemptions, although the Trustees could
impose a redemption charge in the future. Any redemption may be more or less
than the shareholder's cost depending on the market value of the securities
held by the Fund.
NET ASSET VALUE DETERMINATION
Under the 1940 Act, the Trustees are responsible for determining in good faith
the fair value of the securities and other assets of the Fund, and they have
adopted procedures to do so, as follows. The net asset value of the Fund is
determined as of the close of trading of the Exchange (currently 4:00 p.m.,
Eastern time) on each "Business Day." A Business Day means any day, Monday
through Friday, except for the following holidays: New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Fourth of July, Labor Day, Columbus Day,
Veterans Day, Thanksgiving Day and
- 56 -
<PAGE>
Christmas. Net asset value per share is determined by dividing the total value
of all Fund securities and other assets, less liabilities, by the total number
of shares then outstanding. Net asset value includes interest on fixed income
securities, which is accrued daily.
The value of non-dollar denominated portfolio instruments held by the Fund will
be determined by converting all assets and liabilities initially expressed in
foreign currency values into U.S. dollar values at the mean between the bid and
offered quotations of such currencies against U.S. dollars as last quoted by
any recognized dealer. If such quotations are not available, the rate of
exchange will be determined in accordance with policies established in good
faith by the Board of Trustees. Gains or losses between trade and settlement
dates resulting from changes in exchange rates between the U.S. dollar and a
foreign currency are borne by the Fund. To protect against such losses, the
Fund may enter into forward foreign currency exchange contracts, which will
also have the effect of limiting any such gains.
ALLOCATION OF TRUST EXPENSES
Each Fund of the Trust pays all of its own expenses not assumed by the Advisor,
Sub-Advisor or the Administrator, including, but not limited to, the following:
custodian, shareholder servicing, stock transfer and dividend disbursing
expenses; clerical employees and junior level officers of the Trust as and if
approved by the Board of Trustees; taxes; expenses of the issuance and
redemption of shares (including registration and qualification fees and
expenses); costs and expenses of membership and attendance at meetings of
certain associations which may be deemed by the Trustees to be of overall
benefit to the Fund and its shareholders; legal and auditing expenses; and the
cost of stationery and forms prepared exclusively for the Fund. General Trust
expenses are allocated among the series, or funds, on a fair and equitable
basis by the Board of Trustees, which may be based on relative net assets of
each fund (on the date the expense is paid) or the nature of the services
performed and the relative applicability to each fund.
Under the Advisory Agreement, the Advisor may be required to reimburse the Fund
if its annual ordinary operating expenses exceed certain limits. This expense
limitation is calculated and administered separately with respect to each
series of the Trust in accordance with the requirements of state securities
authorities. Expenses which are not subject to this limitation are interest,
taxes and extraordinary expenses. Expenditures, including costs incurred in
connection with the purchase or sale of portfolio securities, which are
capitalized in accordance with generally accepted accounting principles
applicable to investment
- 57 -
<PAGE>
companies, are accounted for as capital items and not as expenses.
Reimbursement, if any, will be on a monthly basis, subject to year end
adjustment. The Advisor in its discretion may, but is not required to,
reimburse the Fund an amount of money in excess of its advisory fee.
ADDITIONAL TAX INFORMATION
TAXATION OF THE FUND. The Fund intends to qualify as a "regulated investment
company" under Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"). Among its requirements to qualify under Subchapter M, the Fund
must distribute annually at least 90% of its net investment income. In
addition to this distribution requirement, the Fund must derive at least 90% of
its gross income each taxable year from dividends, interest, payments with
respect to securities' loans, gains from the disposition of stock or
securities, and certain other income. The Fund will also be required to derive
less than 30% of its gross income from the sale or other disposition of
securities held for less than 90 days.
While the above requirements are aimed at qualification of the Fund as
regulated investment companies under Subchapter M of the Code, the Fund also
intends to comply with certain requirements of the Code to avoid liability for
federal income and excise tax. If the Fund remains qualified under Subchapter
M, it will not be subject to federal income tax to the extent it distributes
its taxable net investment income and net realized capital gains. A
nondeductible 4% federal excise tax will be imposed on the Fund to the extent
it does not distribute at least 98% of its ordinary taxable income for a
calendar year, plus 98% of its capital gain net taxable income for the one year
period ending each October 31, plus certain undistributed amounts from prior
years. While the Fund intends to distribute its taxable income and capital
gains in a manner so as to avoid imposition of the federal excise and income
taxes, there can be no assurance that the Fund indeed will make sufficient
distributions to avoid entirely imposition of federal excise or income taxes.
Should additional series, or funds, be created by the Trustees, each fund would
be treated as a separate tax entity for federal income tax purposes.
TAX STATUS OF THE FUND'S DIVIDENDS AND DISTRIBUTIONS. Dividends paid by the
Fund derived from net investment income or net short-term capital gains are
taxable to shareholders as ordinary income, whether received in cash or
reinvested in additional shares. Distributions, if any, of long-term capital
gains are taxable to shareholders as long-term capital gains, whether received
in cash or reinvested in additional shares, regardless of how long Fund shares
have been held. For information on "backup" withholding, see "How to Purchase
Shares" in the Prospectus.
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<PAGE>
For corporate shareholders, the dividends received deduction, if applicable,
should apply to dividends from the Fund. The Fund will send shareholders
information each year on the tax status of dividends and disbursements. A
dividend or capital gains distribution paid shortly after shares have been
purchased, although in effect a return of investment, is subject to federal
income taxation. Dividends from net investment income, along with capital
gains, will be taxable to shareholders, whether received in cash or shares and
no matter how long you have held Fund shares, even if they reduce the net asset
value of shares below your cost and thus in effect result in a return of a part
of your investment.
Investments by the Fund in certain options, futures contracts and options on
futures contracts are "section 1256 contracts." Any gains or losses on section
1256 contracts are generally considered 60% long-term and 40% short-term
capital gains or losses ("60/40"). Section 1256 contracts held by the Fund at
the end of each taxable year are treated for federal income tax purposes as
being sold on such date for their fair market value. The resultant paper gains
or losses are also treated as 60/40 gains or losses. When the section 1256
contract is subsequently disposed of, the actual gain or loss will be adjusted
by the amount of any preceding year-end gain or loss. The use of section 1256
contracts may force the Fund to distribute to shareholders paper gains that
have not yet been realized in order to avoid federal income tax liability.
Foreign currency gains or losses on non-U.S. dollar denominated bonds and other
similar debt instruments and on any non-U.S. dollar denominated futures
contracts, options and forward contracts that are not section 1256 contracts
generally will be treated as ordinary income or loss.
Certain hedging transactions undertaken by the Fund may result in "straddles"
for federal income tax purposes. The straddle rules may affect the character
of gains (or losses) realized by the Fund. In addition, losses realized by the
Fund on positions that are part of a straddle may be deferred, rather than
being taken into account in calculating taxable income for the taxable year in
which such losses are realized. Because only a few regulations implementing
the straddle rules have been promulgated, the tax consequences of hedging
transactions to the Fund are not entirely clear. The hedging transactions may
increase the amount of short-term capital gain realized by the Fund which is
taxed as ordinary income when distributed to shareholders. The Fund may make
one or more of the elections available under the Internal Revenue Code of 1986,
as amended, which are applicable to straddles. If the Fund makes any of the
elections, the amount, character and timing of the recognition of gains or
losses from the affected straddle positions will be
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<PAGE>
determined under rules that vary according to the elections made. The rules
applicable under certain of the elections operate to accelerate the recognition
of gains or losses from the affected straddle positions. Because application
of the straddle rules may affect the character of gains or losses, defer losses
and/or accelerate the recognition of gains or losses from the affected straddle
positions, the amount which must be distributed to shareholders, and which will
be taxed to shareholders as ordinary income or long-term capital gain in any
year, may be increased or decreased substantially as compared to a fund that
did not engage in such hedging transactions.
The 30% limit on gains from the sale of certain assets held for less than three
months and the diversification requirements applicable to the Fund's assets may
limit the extent to which the Fund will be able to engage in transactions in
options, futures contracts or options on futures contracts.
CAPITAL SHARES AND VOTING
Shares of the Fund, when issued, are fully paid and non-assessable and have no
preemptive or conversion rights. Shareholders are entitled to one vote for
each full share and a fractional vote for each fractional share held. Shares
have noncumulative voting rights, which means that the holders of more than 50%
of the shares voting for the election of Trustees can elect 100% of the
Trustees and, in this event, the holders of the remaining shares voting will
not be able to elect any Trustees. The Trustees will hold office indefinitely,
except that: (1) any Trustee may resign or retire and (2) any Trustee may be
removed with or without cause at any time (a) by a written instrument, signed
by at least two-thirds of the number of Trustees prior to such removal; or (b)
by vote of shareholders holding not less than two-thirds of the outstanding
shares of the Trust, cast in person or by proxy at a meeting called for that
purpose; or (c) by a written declaration signed by shareholders holding not
less than two-thirds of the outstanding shares of the Trust and filed with the
Trust's custodian. Shareholders have certain rights, as set forth in the
Declaration of Trust, including the right to call a meeting of the shareholders
for the purpose of voting on the removal of one or more Trustees. Shareholders
holding not less than ten percent (10%) of the shares then outstanding may
require the Trustees to call such a meeting and the Trustees are obligated to
provide certain assistance to shareholders desiring to communicate with other
shareholders in such regard (e.g., providing access to shareholder lists,
etc.). In case a vacancy or an anticipated vacancy shall for any reason exist,
the vacancy shall be filled by the affirmative vote of a majority of the
remaining Trustees, subject to the provisions of Section 16(a) of the 1940 Act.
The Trust does not expect to have an annual meeting of shareholders.
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<PAGE>
Prior to January 24, 1994 the Trust was called The Nottingham Investment Trust.
CALCULATION OF PERFORMANCE DATA
As indicated in the Prospectus, the Fund may, from time to time, advertise
certain total return and yield information. The average annual total return of
the Fund for a period is computed by subtracting the net asset value per share
at the beginning of the period from the net asset value per share at the end of
the period (after adjusting for the reinvestment of any income dividends and
capital gain distributions), and dividing the result by the net asset value per
share at the beginning of the period. In particular, the average annual total
return of the Fund ("T") is computed by using the redeemable value at the end
of a specified period of time ("ERV") of a hypothetical initial investment of
$1,000 ("P") over a period of time ("n") according to the formula P(l+T)(n)=ERV.
In addition, the Fund may advertise other total return performance data
("Nonstandardized Return"). Nonstandardized Return shows as a percentage rate
of return encompassing all elements of return (i.e., income and capital
appreciation or depreciation); it assumes reinvestment of all dividends and
capital gain distributions. Nonstandardized Return may consist of a cumulative
percentage of return, actual year-by-year rates or any combination thereof.
From time to time, the Fund may advertise its yield. A yield quotation is
based on a 30-day (or one month) period and is computed by dividing the net
investment income per share earned during the period by the maximum offering
price per share on the last day of the period, according to the following
formula:
Yield = 2[(a-b/cd + 1)(6) - 1]
Where:
a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the
period that were entitled to receive dividends
d = the maximum offering price per share on the last day of the
period
Solely for the purpose of computing yield, dividend income is recognized by
accruing 1/360 of the stated dividend rate of the security each day that a Fund
owns the security. Generally, interest earned (for the purpose of "a" above)
on debt obligations is computed by reference to the yield to maturity of each
obligation held based on the market value of the obligation (including actual
accrued interest) at the close of business on the last business day prior to
the start of the 30-day (or one month) period for which yield is being
calculated, or, with respect to obligations purchased during the month, the
purchase price (plus actual accrued interest).
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<PAGE>
The Fund's performance may be compared in advertisements, sales literature and
other communications to the performance of other mutual funds having similar
objectives or to standardized indices or other measures of investment
performance. In particular, the Fund may compare its performance to the
Europe, Australia and Far East Index (the "EAFE Index"), which is generally
considered to be representative of the performance of unmanaged common stocks
that are publicly traded in the securities markets located outside the United
States. Comparative performance may also be expressed by reference to a
ranking prepared by a mutual fund monitoring service, such as Lipper Analytical
Services, Inc. or Morningstar, Inc., or by one or more newspapers, newsletters
or financial periodicals. Performance comparisons may be useful to investors
who wish to compare the Fund's past performance to that of other mutual funds
and investment products. Of course, past performance is not a guarantee of
future results.
o LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund
categories by making comparative calculations using total return.
Total return assumes the reinvestment of all capital gains
distributions and income dividends and takes into account any change
in net asset value over a specific period of time.
o MORNINGSTAR, INC., an independent rating service, is the publisher of
the bi-weekly Mutual Fund Values. Mutual Fund Values rates more than
1,000 NASDAQ-listed mutual funds of all types, according to their
risk-adjusted returns. The maximum rating is five stars, and ratings
are effective for two weeks.
Investors may use such indices in addition to the Fund's Prospectus to obtain a
more complete view of the Fund's performance before investing. Of course, when
comparing the Fund's performance to any index, factors such as composition of
the index and prevailing market conditions should be considered in assessing
the significance of such comparisons. When comparing funds using reporting
services, or total return, investors should take into consideration any
relevant differences in funds such as permitted portfolio compositions and
methods used to value portfolio securities and compute offering price.
Advertisements and other sales literature for the Fund may quote total returns
that are calculated on non-standardized base periods. The total returns
represent the historic change in the value of an investment in the Fund based
on monthly reinvestment of dividends over a specified period of time.
From time to time the Fund may include in advertisements and other
communications information, charts, and illustrations relating to inflation and
the effects of inflation on the dollar, including the purchasing power of the
dollar at various rates of
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<PAGE>
inflation. The Fund may also disclose from time to time information about its
portfolio allocation and holdings at a particular date (including ratings of
securities assigned by independent rating services such as S&P and Moody's).
The Fund may also depict the historical performance of the securities in which
the Fund may invest over periods reflecting a variety of market or economic
conditions either alone or in comparison with alternative investments,
performance indices of those investments, or economic indicators. The Fund may
also include in advertisements and in materials furnished to present and
prospective shareholders statements or illustrations relating to the
appropriateness of types of securities and/or mutual funds that may be employed
to meet specific financial goals, such as saving for retirement, children's
education, or other future needs.
FINANCIAL STATEMENTS AND REPORTS
The books of the Fund will be audited at least once each year by independent
public accountants. Shareholders will receive annual audited and semiannual
(unaudited) reports when published and will receive written confirmation of all
confirmable transactions in their account. A copy of the Annual Report will
accompany the Statement of Additional Information ("SAI") whenever the SAI is
requested by a shareholder or prospective investor.
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<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Not Applicable
(b) Exhibits:
1. Declaration of Trust*
2. Bylaws*
3. Not Applicable
4. See Exhibits 1 and 2
5. (i) Form of Investment Advisory Agreement*
(ii) Form of Sub-Advisory Agreement*
6. Not Applicable
7. Not Applicable
8. Custodian Agreement*
9. Administration, Accounting and Transfer Agency Agreement*
10. Opinion and Consent of Counsel*
11. Not Applicable
12. Not Applicable
13. Not Applicable
14. Not Applicable
15. Not Applicable
16. Not Applicable
________________
* Previously filed as Exhibit to Registration Statement on Form N-1A
- 64 -
<PAGE>
Item 25. Persons Controlled by or under Common Control with Registrant
No person is directly or indirectly controlled by or under
common control with the Registrant.
Item 26. Number of Holders of Securities
Set forth is the number of record holders, as of September 30,
1995, of the shares of the Trust:
<TABLE>
<CAPTION>
Number of Record
Title of Class Holders
-------------- ----------------
<S> <C>
Shares of beneficial interest of
FBP Contrarian Equity Fund 154
Shares of beneficial interest of
FBP Contrarian Balanced Fund 397
Shares of beneficial interest of
The Government Street Equity Fund 334
Shares of beneficial interest of
The Government Street Bond Fund 171
Shares of beneficial interest of
The Alabama Tax Free Bond Fund 133
Shares of beneficial interest of
The Jamestown Balanced Fund 234
Shares of beneficial interest of
The Jamestown Equity Fund 98
Shares of beneficial interest of
The Jamestown Bond Fund 32
Shares of beneficial interest of
The Jamestown Short Term Bond Fund 12
Shares of beneficial interest of
The Jamestown Tax Exempt Virginia Fund 32
Shares of beneficial interest of
The Jamestown International Equity Fund 0
</TABLE>
Item 27. Indemnification. Article VIII of the Registrant's Agreement
and Declaration of Trust provides for indemnification of
officers and trustees as follows:
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<PAGE>
SECTION 8.4 Indemnification of Trustees and Officers.
Subject to the limitations set forth in this Section 8.4,
the Trust shall indemnify (from the assets of the Fund or
Funds to which the conduct in question relates) each of its
Trustees and officers, including persons who serve at the
Trust's request as directors, officers or trustees of
another organization in which the Trust has any interest as
a shareholder, creditor or otherwise (referred to
hereinafter, together with such person's heirs, executors,
administrators or other legal representatives, as a "covered
person") against all liabilities, 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 any
covered person 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, in which such covered person may be or may have been
involved as a party or otherwise or with which such covered
person may be or may have been threatened, while in office
or thereafter, by reason of being or having been such a
Trustee or officer, director or trustee, except with respect
to any matter as to which it has been determined that such
covered person (i) did not act in good faith in the
reasonable belief that his action was in or not opposed to
the best interests of the Trust or (ii) had acted with
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his
office (either and both of the conduct described in clauses
(i) and (ii) above being referred to hereinafter as
"Disabling Conduct"). A determination that the covered
person 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 such covered person was
not liable by reason of Disabling Conduct, (ii) dismissal of
a court action or an administrative action against such
covered person for insufficiency of evidence of Disabling
Conduct, or (iii) a reasonable determination, based upon a
review of the facts, that such covered person 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 Investment Company Act of 1940 nor parties to
the action, suit or other proceeding on the same or similar
grounds is then or has been pending or
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<PAGE>
threatened (such quorum of such Trustees being referred to hereinafter
as the "Disinterested Trustees"), or (b) an independent legal counsel
in a written opinion. Expenses, including accountants' and counsel
fees so incurred by any such covered person (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
covered person Shall have undertaken to repay the amounts so paid if
it is ultimately determined that indemnification of such expenses is
not authorized under this Article VIII and if (i) the covered person
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
inquiry), that there is reason to believe that the covered person
ultimately will be entitled to indemnification hereunder.
SECTION 8.5 Compromise Payment. As to any matter disposed
of by a compromise payment by any covered person referred to
in Section 8.4 hereof, 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
Disinterested Trustees or (ii) by an independent legal
counsel in a written opinion. Approval by the Independent
Trustees pursuant to clause (ii) shall not prevent the
recovery from any covered person of any amount paid to such
covered person in accordance with either of such clauses as
indemnification if such covered person is subsequently
adjudicated by a court of competent jurisdiction not to have
acted in good faith in the reasonable belief that such
covered person'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 the conduct of such covered person's office.
- 4 -
<PAGE>
SECTION 8.6 Indemnification Not Exclusive. The right of
indemnification provided by this Article VIII shall not be
exclusive of or affect any of the rights to which any
covered person may be entitled. Nothing contained in this
Article VIII shall affect any rights to indemnification to
which personnel of the Trust, other than Trustees and
officers, 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 Trust's Advisory Agreements provide for indemnification
of each of the Advisors as follows:
8.(b) Indemnification of Advisor. 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 Advisor 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 Advisor 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) wilful
misfeasance, bad faith or gross negligence on the part of
the Advisor 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 Advisor 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 Advisor was not liable by reason of
Disabling Conduct, (ii) dismissal of a court action or an
administrative proceeding against the Advisor for
insufficiency of evidence of Disabling Conduct, or (iii) a
reasonable determination, based upon a review of the facts,
that the Advisor was not liable by reason of Disabling
Conduct by: (a) vote of a
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<PAGE>
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 Investment Company Act of 1940 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 such 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 Advisor (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
Advisor 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 Advisor 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 Advisor ultimately will be
entitled to indemnification hereunder.
As to any matter disposed of by a compromise payment by the
Advisor 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 Advisor of any amount paid to
the Advisor in accordance with either of such clauses as
indemnification of the Advisor is subsequently adjudicated
by a court of competent jurisdiction not to have acted in
good faith in the reasonable belief that the Advisor'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 wilful misfeasance, bad faith,
gross negligence or reckless disregard of the duties
involved in its conduct under the Agreement.
- 6 -
<PAGE>
The right of indemnification provided by this Subsection
8(b) shall not be exclusive of or affect any of the rights
to which the Advisor 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 Advisor 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 Advisor and its
directors, officers, employees and agents and shall inure to
the benefit of its/their respective successors, assigns and
personal representatives.
Item 28. Business and Other Connections of Investment Advisor
Lowe, Brockenbrough & Tattersall, Inc. ("LB&T") is a registered
investment advisor providing general investment advisory services
to six series of Williamsburg Investment Trust: The Jamestown
Balanced Fund, The Jamestown Bond Fund, The Jamestown Short-Term
Bond Fund, The Jamestown Equity Fund, The Jamestown Tax Exempt
Virginia Fund and The Jamestown International Equity Fund. LB&T
acted as the co-investment advisor with Bridgewater Associates,
Inc. to The Alpha World Fund, another registered investment
company, until July 1995. LB&T also provides investment advisory
services to corporations, trusts, pension and profit sharing
plans, other business and institutional accounts and individuals.
The following list sets forth the business and other connections
of the directors and officers of Lowe, Brockenbrough & Tattersall,
Inc., 6620 West Broad Street, Suite 300, Richmond, Virginia 23230.
- 7 -
<PAGE>
(1) Austin Brockenbrough III - A Managing Director of
LB&T.
(a) A Trustee of Williamsburg Investment Trust, a
registered investment company, and President of The
Jamestown Tax Exempt Virginia Fund.
(2) Fred T. Tattersall - A Managing Director of LB&T.
(a) A Trustee of Williamsburg Investment Trust and
President of The Jamestown Bond Fund and The
Jamestown Short Term Bond Fund.
(3) Karen Emmett Coleman - Senior Fixed Income Portfolio
Manager of LB&T.
(a) Vice President of The Jamestown Bond Fund and The
Jamestown Short Term Bond Fund.
(4) Henry C. Spalding, Jr. - Executive Vice President of
LB&T.
(a) President of The Jamestown Balanced Fund and The
Jamestown Equity Fund.
(5) William F. Shumadine, Jr. - Senior Vice President of
LB&T.
(a) President of Central Fidelity Bank until October,
1993.
(6) Ernest H. Stephensen, Jr. - Vice President of LB&T.
(a) Vice President of The Jamestown Balanced Fund and The
Jamestown Equity Fund.
(7) Craig D. Truitt - Manager Client Services of LB&T.
(a) Vice President of The Jamestown Bond Fund and The
Jamestown Short Term Bond Fund.
(8) Beth Ann Walk - Portfolio Manager of LB&T.
(a) Vice President of The Jamestown Tax Exempt Virginia
Fund.
Johnston Schager Asset Management Corporation ("Johnston Schager")
is a registered investment advisor which provides investment
advisory services and acts as sub-advisor to The Jamestown
International Equity Fund. The following are the directors and
officers of Johnston Schager Asset Management Corporation, 599
West Putnam Avenue, Greenwich, Connecticut 06831.
- 8 -
<PAGE>
(1) Richard Johnston - Chairman of the Board of Johnston
Schager.
(2) Kees Schager - President of Johnston Schager.
Flippin, Bruce & Porter, Inc. ("FBP") is a registered investment
advisor providing investment advisory services to two series of
Williamsburg Investment Trust: The FBP Contrarian Balanced Fund
and the FBP Contrarian Equity Fund. The Advisor also provides
investment advice to corporations, trusts, pension and profit
sharing plans, other business and institutional account and
individuals. The following list sets forth the business and other
connections of the directors and officers of Flippin, Bruce &
Porter, Inc., 800 Main Street, Suite 202, P.O. Box 6138,
Lynchburg, Virginia 24505.
(1) John T. Bruce - A Principal of FBP.
(a) Chairman of the Board of Trustees of
Williamsburg Investment Trust and Vice
President of FBP Contrarian Balanced Fund and
FBP Contrarian Equity Fund.
(2) John M. Flippin - A Principal of FBP
(a) President of FBP Contrarian Balanced Fund
and FBP Contrarian Equity Fund.
(3) Robert Gregory Porter III - A Principal of FBP.
(a) Vice President of FBP Contrarian Balanced
Fund and FBP Contrarian Equity Fund.
(4) Joseph T. Antonelli, Jr. - Portfolio Manager of FBP.
(5) David J. Marshall - Portfolio Manager of FBP.
T. Leavell & Associates, Inc. ("TLA") is a registered investment
advisor providing investment advisory services to three series of
Williamsburg Investment Trust: The Government Street Equity Fund,
The Government Street Bond Fund and The Alabama Tax Free Bond
Fund. TLA also provides investment advice to corporations,
trusts, pension and profit sharing plans, other business and
institutional accounts and individuals. The following list sets
forth the business and other connections of the directors and
officers of T. Leavell & Associates, Inc., 150 Government Street,
P.O. Box 1307, Mobile, Alabama 36633.
- 9 -
<PAGE>
(1) Thomas W. Leavell - President and a Principal of TLA.
(2) Dorothy G. Gambill - Secretary/Treasurer and a
Principal of TLA.
(3) Richard Mitchell - Executive Vice President and a
Principal of TLA.
(a) A Trustee of Williamsburg Investment Trust
and President of The Government Street Bond
Fund, The Government Street Equity Fund and
The Alabama Tax Free Bond Fund.
(4) Kenneth P. Pulliam - Portfolio Manager of TLA.
(5) Timothy S. Healy - Vice President and Portfolio
Manager of TLA.
(a) Vice President of The Alabama Tax Free Bond
Fund.
(6) Ann Damon Haas - Vice President of TLA.
Item 29. Principal Underwriter
Not Applicable
Item 30. Locations of Accounts and Records
The Registrant maintains the records required by Section 31(a) of
the Investment Company Act of 1940 and Rules 31a-1 to 31a-3
inclusive thereunder at its principal executive office. Certain
records, including records relating to the Registrant's
shareholders and the physical possession of its securities, may be
maintained pursuant to Rule 31a-3 at the main offices of the
Registrant's transfer and dividend disbursing agent and custodian.
Item 31. Management Services
See discussion in Part A under "Management of the Fund -
Administrator" and in Part B under "Administrator."
Item 32. Undertakings
(a) Not Applicable
(b) The Registrant undertakes to file a post-effective amendment,
using financial statements which need
- 10 -
<PAGE>
not be certified, within four to six months from the
effective date of the Registrant's 1933 Act registration
statement.
(c) The Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's
latest report to shareholders, upon request and without
charge.
(d) The Registrant hereby undertakes to comply with the
provisions of Section 16(c) of the Investment Company Act of
1940, as amended.
- 11 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cincinnati and the State of Ohio on
the 22nd day of November, 1995.
WILLIAMSBURG INVESTMENT TRUST
By: /s/ John F. Splain
--------------------------------
John F. Splain,
Attorney-in-Fact
The term "Williamsburg Investment Trust" means and refers to the
Trustees from time to time serving under the Agreement and Declaration of Trust
of the Registrant dated July 18, 1988, as amended, a copy of which is on file
with the Secretary of State of The Commonwealth of Massachusetts. The
obligations of the Registrant hereunder are not binding personally upon any of
the Trustees, shareholders, nominees, officers, agents or employees of the
Registrant, but bind only the trust property of the Registrant, as provided in
the Agreement and Declaration of Trust of the Registrant. The execution of
this Registration Statement has been authorized by the Trustees of the
Registrant and this Registration Statement has been signed by an authorized
officer of the Registrant, acting as such, and neither such authorization by
such Trustees nor such execution by such officer shall be deemed to have been
made by any of them, but shall bind only the trust property of the Registrant
as provided in its Declaration of Trust.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ John T. Bruce Trustee and Chairman November 22, 1995
- ---------------------- (principal executive
John T. Bruce officer)
/s/ Mark J. Seger Treasurer November 22, 1995
- ---------------------- (principal financial and
Mark J. Seger accounting officer)
Jack E. Brinson* Trustee
Austin Brockenbrough III* Trustee
Charles M. Caravati* Trustee
J. Finley Lee, Jr.* Trustee
Richard Mitchell* Trustee
Richard L. Morrill* Trustee
Harris V. Morrissette* Trustee
Fred T. Tattersall* Trustee
Samuel B. Witt III* Trustee
</TABLE>
*By: /s/ John F. Splain
----------------------
John F. Splain
Attorney-in-Fact
November 22, 1995
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
- ------- ---------------------- ------------
<S> <C> <C>
1 Declaration of Trust*
2 Bylaws*
3 Not Applicable
4 See Exhibits 1 and 2
5 (i) Form of Investment Advisory Agreement*
(ii) Form of Sub-Advisory Agreement*
6 Not Applicable
7 Not Applicable
8 Custodian Agreement*
9 Administration, Accounting and
Transfer Agency Agreement*
10 Opinion and Consent of Counsel*
11 Not Applicable
12 Not Applicable
13 Not Applicable
14 Not Applicable
15 Not Applicable
16 Not Applicable
<FN>
________________
* Previously filed as Exhibit to Registration
Statement on Form N-1A
</TABLE>
<PAGE>
