WILLIAMSBURG INVESTMENT TRUST, 485BPOS, 1996-09-30

WILLIAMSBURG INVESTMENT TRUST
485BPOS, 1996-09-30

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Registration No. 33-25301
811-5685

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. 27

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /

Amendment No. 30

Williamsburg Investment Trust
(Exact Name of Registrant as Specified in Charter)

312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (513)629-2000

W. Lee H. Dunham, Esq.
Sullivan & Worcester

One Post Office Square
Boston, MA 02109

(Name and Address of Agent for Service)

It is proposed that this filing will become effective:

/X / immediately upon filing pursuant to Rule 485(b)

/ / on ( ) pursuant to Rule 485(b)

/ / 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, 1996 was filed on May 29, 1996.

<PAGE>

WILLIAMSBURG INVESTMENT TRUST

Cross-Reference Sheet Pursuant to Rule 495(a)

Part A Prospectus
Form Item Cross-Reference

Item 1. Cover Page Cover Page

Item 2. Synopsis Prospectus Summary;
Synopsis of Costs and
Expenses

Item 3. Condensed Financial Financial Highlights;
Information Dividends, Distributions,

Taxes and Other
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 Tax Status; Dividends,
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

Statement of
Part B Additional Information
Form Item Cross-Reference

Item 10. Cover Page Cover Page

Item 11. Table of Contents Cover Page

<PAGE>

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 Trustees and Officers
Principal Holders of
Securities

Item 16. Investment Advisory and Investment Advisor;
Other Services Sub-Advisor;
Administrator; Other
Services

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

PROSPECTUS
September 30, 1996

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 September 30, 1996, 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

============================================================================
Prospectus Summary...................................................... 2
Synopsis of Costs and Expenses.......................................... 3
Financial Highlights.................................................... 4
Investment Objective, Investment Policies and Risk Considerations....... 5
How to Purchase Shares.................................................. 11
How to Redeem Shares.................................................... 12
How Net Asset Value is Determined....................................... 14
Management of the Fund.................................................. 14
Dividends, Distributions, Taxes and Other Information................... 16
Application............................................................. 21

- ----------------------------------------------------------------------------
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.

- ------------------------------------------------------------------------------
<PAGE>
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. 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 favorable mix of positive monetary
outlook, attractive valuation levels, accelerating corporate earnings, and a
good supply and demand relationship for equities. In general, the country or
region concentration will be further focused on liquid investments in specific
companies where broadly defined value and accelerating earnings have been
identified. (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.

Oechsle International Advisors, L.P. (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.")
<PAGE>
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.")
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SYNOPSIS OF COSTS AND EXPENSES
==============================================================================
SHAREHOLDER TRANSACTION EXPENSES: ............................... None

ANNUAL FUND OPERATING EXPENSES:
(As a percentage of average net assets)

Investment Advisory Fees........................................ 1.00%
Administrator's Fees............................................ .25%
Other Expenses.................................................. .35%
--------

Total Fund Operating Expense.................................... 1.60%
========

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:

1 YEAR 3 YEARS
------------------------
$16 $50

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.
</TABLE>
<PAGE>

<TABLE>
FINANCIAL HIGHLIGHTS

=============================================================================
The following unaudited financial information should be read in conjunction
with the Fund's unaudited financial statements and notes thereto, which are
contained in the Statement of Additional Information, a copy of which can
be obtained at no charge by calling the Fund.

Selected per Share Data and Ratios for a Share
Outstanding Throughout the Period From April 16, 1996(a)
Through July 31, 1996 (Unaudited)
<CAPTION>
<S> <C>
Net asset value at beginning of period..................... $ 10.00

Income from investment operations:
Net investment income................................... 0.03
Net realized and unrealized losses
on investments and foreign currency................... (0.65)
---------------

Total from investment operations........................... (0.62)
---------------

Less distributions:
Dividends from net investment income.................... (0.02)
---------------
Total distributions........................................ (0.02)
---------------

Net asset value at end of period........................... $ 9.36
===============

Total return (not annualized).............................. (6.21)%
===============

Net assets at end of period (000's)........................ $ 23,999
===============

Ratio of expenses to average net assets(b) ........... 1.58% (c)
===============

Ratio of net investment income to average net assets....... 1.13%(c)
===============

Portfolio turnover rate (not annualized)................... 4%
===============

Average commission rate per share.......................... $ 0.0267
===============

<FN>
(a) Commencement of operations.

(b) Absent investment advisory fees waived by the Advisor, the ratio of
expenses to average net assets would have been 1.83%(c) for the period
ended July 31, 1996.

</TABLE>
<PAGE>
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. Currency
forward contracts may also be purchased.

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 favorable mix of positive monetary outlook, attractive
valuation levels, accelerating corporate earnings, and a good supply and
demand relationship for equities. In general, the country or region
concentration will be further focused on liquid investments in specific
companies where broadly defined value and accelerating earnings have been
identified.

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.

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 more than sixty percent of the
world's stock market capitalization and (ii) the Sub-Advisor believes that
international investing meaningfully reduces risk while potentially 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 and
the development of their equity markets reduced the U.S. percentage to
approximately fifty percent of a much larger world market. By the end of 1995,
the U.S. percentage had declined further to less than forty percent.
Therefore, non-U.S. stocks, now nearly 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 potentially improves returns. Over the last 25 years,
non-U.S. stocks have outperformed U.S. equities by a large margin. For the
period from 1971 to 1995, the U.S. equity market had a total return of
approximately 1431%, whereas the Europe, Australia and Far East index compiled
by Morgan Stanley Capital International (the "EAFE Index") had a total return,
as measured in U.S. dollars, of approximately 2611% for the same period.
Furthermore, the Sub-Advisor believes that the inclusion of international
stocks to an existing portfolio of U.S. securities results in lower risk
mainly due to the fact that foreign economies and markets are not synchronized
with the U.S. economy or the U.S. equity market.

Recognition of the enhanced risk/reward characteristics of international
investing on the part of institutional investors is demonstrated by their
rapidly increasing exposure to international equity markets. By the end of
1995, 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 combines top-down country selection with bottom-up
stock selection in order to exploit the inefficiencies within and between
international equity markets. 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.
<PAGE>
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;

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 to consistently provide investors with superior
returns, it is imperative to focus on both country selection as well as stock
selection. Four primary factors are reviewed in the country selection process
in order to rank all the countries for potential returns in U.S. dollars. The
Sub-Advisor looks for a positive monetary environment that is likely to
stimulate economic growth. The Sub-Advisor looks for accelerating corporate
earnings in countries selling at reasonable valuation levels given the
expected growth. Finally, the Sub-Advisor looks at the demand and supply
relationship for equities in each country.

The Sub-Advisor seeks to control risk by diversifying across a number of
foreign markets. The Fund will generally have investments in 12 or more
countries, and the Fund will never be completely out of any major market in
the EAFE Index. The Fund will be further diversified by holding, on average,
80 stocks in the portfolio. A quantitative review of the portfolio serves to
identify the risk and return parameters of the investments.

Once the macro-economic framework is developed, the Sub-Advisor seeks to add
value through security selection. The Sub-Advisor focuses on medium and large
capitalization stocks, but the Fund will typically hold 5% to 25% of the
Fund's assets in companies that have a market capitalization of less than $1
billion. The minimum market capitalization for an investment is $50 million.
Turnover in the portfolio will generally average between 25% and 50%.

The stock selection process is earnings driven with a particular focus on cash
earnings. In international markets where the accounting and reporting
standards are not as standardized as in the United States, the Sub-Advisor
believes that cash earnings are the best reflection of the true earnings power
of a corporation. The Sub-Advisor analyzes accounting and legal differences in
order to compare investment among different countries. The core of the equity
research process is driven by fundamental research. The Sub-Advisor's
investment research professionals annually visit more than 600 companies
around the globe that are potential investments. The Sub-Advisor feels that
these company visits are an essential part of understanding the cash
generation capabilities of the companies. The Sub-Advisor is headquartered in
Boston and has offices and investment professionals in Frankfurt, London and
Tokyo.

The Fund will use currency hedges only as a defensive measure. Given its
outlook for the various currencies, the Sub-Advisor first seeks beneficial
currency exposure through country allocation. Secondly, the Sub-Advisor will
concentrate investments in securities that are likely to benefit from the
currency outlook. Finally, as a defensive measure, the Sub-Advisor may hedge
some of the Fund's currency position to protect the portfolio against a rise
in the dollar of the United States. The Fund may hedge up to 50% of its
investments in international markets.

Investing in foreign securities involves considerations and possible risks not
typically involved in investing in securities of companies domiciled and
operating in the United States, including the 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 result
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 consist of 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

Unless otherwise indicated, the Sub-Advisor may invest in the following
derivative securities 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 attempting to offset, or
neutralize, 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 and/or the costs of
implementing such an option may limit the effectiveness of the hedging
strategy.
<PAGE>
PUT AND CALL OPTIONS. The Fund may write (sell) covered put and call options
as a means of enhancing its return and may buy put and call options written by
others covering securities, futures contracts and foreign currencies to
attempt to provide protection against the adverse effects of anticipated
changes in the prices of such instruments. The Fund may write covered call
options as a means of enhancing its return through the receipt of premiums
when the Adviser determines that the underlying securities, futures contracts
or foreign currencies have achieved their potential for appreciation. However,
by writing such options, the Fund forgoes the opportunity to profit from an
increase in the market price of the underlying security, futures contract or
foreign currency above the exercise price except insofar as the premium
represents such a profit. The Fund may also seek to earn additional income
through receipt of premiums by writing covered put options. The risk involved
in writing such options is that there could be a decrease in the market value
of the underlying security, futures contract or foreign currency. If this
occurred, the option could be exercised and the underlying instrument would
then be sold to the Fund at a higher price than its then current market value.
The Fund may purchase put and call options to attempt to provide protection
against adverse price effects from anticipated changes in prevailing prices of
securities, futures contracts or foreign currencies. The 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 securities to meet its obligations. When writing call options
the Fund will be required to own the underlying financial instrument 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 over-the-counter options and the assets used as
"cover" for over-the-counter options are illiquid securities.

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 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 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 some portion or all of 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

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, currency futures contracts and options thereon, forward currency
exchange contracts, or any combination thereof, but there can be no assurance
that such strategies will be effective.

MARKET RISKS. General price movements of securities and other investments 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. Investing in small
companies involves certain special risks. Small companies may have limited
product lines, markets, or financial resources, and their managements may be
dependent on a limited number of key individuals. The securities of small
companies may have limited market liquidity and may be subject to more abrupt
or erratic market movements than securities of larger, more established
companies or the market averages in general.
<PAGE>
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 applied internally or imposed 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.

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 fair and equitable 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.

OTHER INVESTMENT TECHNIQUES

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.
<PAGE>
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
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,
and assuming continuation of existing market dynamics, annual portfolio
turnover is expected to average between 25% and 50%, and 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 15% 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.
<PAGE>
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 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.

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
<PAGE>
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:

Star Bank, N.A.
Cinti/Trust
ABA# 042000013
For Williamsburg Investment Trust #485777056
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.

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.
<PAGE>
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

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) 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.
<PAGE>
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.

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.
<PAGE>
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.

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, Oechsle International Advisors, L.P. (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-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.

Oechsle Group, L.P. is the General Partner of the Sub-Advisor. The limited
partners of the Sub-Advisor are Dresdner Asset Management (U.S.A.) Corporation
(a subsidiary of Dresdner Bank A.G.) and the OIA Limited Partnership Interest
Trust (which is beneficially owned by the employees of the Sub-Advisor). The
Managing Partner of Oechsle Group, L.P. and portfolio manager of the Fund is
Walter Oechsle. Mr. Oechsle, who has 35 years experience in the international
investment arena, began his career at Arnhold and S. Bleichroeder before
moving to Putnam to become the President and Chief Investment Officer of
Putnam International Advisors. In 1986, Mr. Oechsle left with most of the team
from Putnam International Advisors and established Oechsle Group, L.P. The
founding partners of the Oechsle Group, all of whom are still actively
involved, have an average tenure of thirteen years with the current investment
team. The Sub-Advisor has eighteen investment professionals located in offices
in Boston, Frankfurt, London and Tokyo. The Sub-Advisor manages over $7
billion in international assets in separately managed and commingled accounts
for private and institutional investors.

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 One International Place, Boston, Massachusetts
02110.

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.
<PAGE>
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.

CUSTODIAN. The Custodian of the Fund's assets is The Northern Trust Company
(the "Custodian"). The Custodian's mailing address is 50 South LaSalle
Street, Chicago, Illinois 60675. 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. Subject to the requirements of the Investment
Company Act of 1940 and procedures adopted by the Board of Trustees, the Fund
may execute portfolio transactions through any broker or dealer and pay
brokerage commissions to a broker (i) which is an affiliated person of the
Trust, or (ii) which is an affiliated person of such person, or (iii) an
affiliated person of which is an affiliated person of the Trust or the
Advisor. The Statement of Additional Information contains more information
about the management and brokerage practices of the Fund.

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.
<PAGE>
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 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.
<PAGE>
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 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.

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.
<PAGE>
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 of the
Sub-Advisor illustrated below represents, from September 15, 1986 forward, the
performance for all of the Sub-Advisor's private clients' accounts (the
"Accounts") which were managed with investment objectives, policies and
strategies substantially similar to those to be employed by the Sub-Advisor in
managing the Fund. Performance prior to September 15, 1986 represents the
average account performance of Putnam International Advisors for accounts
managed with investment objectives, policies and strategies substantially
similar to those to be employed in managing the Fund. Mr. Oechsle joined
Putnam International Advisors in 1979 as President and Chief Investment
Officer and served as such, along with other partners of the Sub-Advisor,
until August 20, 1986. The investment philosophy and practices employed by
these persons managing international accounts at Putnam were substantially the
same as those employed by the Sub-Advisor.

The Sub-Advisor's gross performance numbers have been reduced by a
hypothetical management fee of 1%, which represents both the management fee
the Fund will be charged and the estimated average 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.
<PAGE>
<TABLE>
<CAPTION>

PERIODIC RATES OF RETURN

Oechsle Europe, Australia
International and
Advisors, L.P.* Far East Index
Year (Net of Fees) ("EAFE Index")
-------- --------------- -----------------
<S> <C> <C>
1979 10.09% 5.40%
1980 24.84% 22.80%
1981 -3.73% -1.70%
1982 7.19% -1.40%
1983 32.97% 23.50%
1984 -2.28% 7.30%
1985 79.88% 55.10%
1986 65.94% 69.71%
1987 19.69% 24.63%
1988 13.76% 28.27%
1989 25.25% 10.53%
1990 -15.82% -23.46%
1991 9.91% 12.12%
1992 -3.42% -12.18%
1993 30.90% 32.56%
1994 9.20% 7.78%
1995 11.85% 11.21%

1979 THROUGH 1995
-----------------
Annualized Return 16.49% 13.99%
Cumulative Return 1,240.22% 825.85%

<FN>
* The above returns include the non-U.S. equity average account performance of
Putnam International Advisors from January 1, 1979 to August 20, 1986. The
partners of the Advisor were employed at Putnam International Advisors until
August 20, 1986. From September 15, 1986 forward, it illustrates the
non-U.S. equity average account performance of the Advisor.
</FN>
</TABLE>
<PAGE>
THE JAMESTOWN INTERNATIONAL EQUITY FUND

Send completed application to:
THE JAMESTOWN INTERNATIONAL EQUITY FUND
Shareholder Services
FUND SHARES APPLICATION P.O. Box 5354
(Please type or print clearly) Cincinnati, OH 45201-5354
==============================================================================
ACCOUNT REGISTRATION

Q INDIVIDUAL ______________________________________________________________
(First Name) (Middle Initial) (Last Name) (Birthdate) (SS#)

Q JOINT ___________________________________________________________________
(First Name) (Middle Initial) (Last Name) (Birthdate) (SS#)

*Joint accounts will be registered joint tenants with the right
of survivorship unless otherwise indicated.

Q UGMA/UTMA _____________________________ under the_______ Uniform
(First Name)(Middle Initial)(Last Name) (State)
Gifts/Transfers to Minors Act

__________________________________________________________as Custodian
(First Name) (Middle Name) (Last Name)

----------------------------------------------------------------------
(Birthdate of Minor) (SS # of Minor)

----------------------------------------------------------------------
Name of Corporation or Partnership. If a Trust, include the
name(s) of Trustees in which account will be registered, and the date
of the Trust instrument.

Q FOR CORPORATIONS,
PARTNERSHIPS, TRUSTS,
RETIREMENT PLANS AND
THIRD PARTY IRAS ____________________________________________________
(Taxpayer Identification Number)

==============================================================================
ADDRESS

Street or P.O. Box____________________________________________________________

City___________________________________State____________Zip___________________

Telephone______________U.S. Citizen___Resident Alien__
Non Resident (Country of Residence)______
==============================================================================
DUPLICATE CONFIRMATION ADDRESS (if desired)

Name__________________________________________________________________________

Street or P.O. Box____________________________________________________________

City___________________________________State____________Zip___________________

==============================================================================
INITIAL INVESTMENT (Minimum initial investment: $5,000)

q Enclosed is a check payable to THE JAMESTOWN INTERNATIONAL
EQUITY FUND for $__________________

q Funds were wired to Star Bank on__________________in the amount of $_______
By Mail:You may purchase shares by mail by completing and signing this
application. Please mail with your check to the address above.

By Wire:You may purchase shares by wire. PRIOR TO SENDING THE WIRE,
PLEASE CONTACT THE FUND AT 1-800-443-4249 SO THAT YOUR WIRE TRANSFER
IS PROPERLY CREDITED TO YOUR ACCOUNT. Please forward your completed
application by mail immediately thereafter to the Fund. The wire
should be routed as follows:

STAR BANK, N.A.
CINTI/TRUST
ABA # 042000013
FOR CREDIT WILLIAMSBURG INVESTMENT TRUST #485777056
FOR THE JAMESTOWN INTERNATIONAL EQUITY FUND
FOR (SHAREHOLDER NAME AND SOCIAL SECURITY OR TAXPAYER ID NUMBER)

==============================================================================
DIVIDEND AND DISTRIBUTION INSTRUCTIONS

Q Reinvest all dividends and capital gains distributions

Q Reinvest all capital gain distributions; dividends to be paid in cash

Q Pay all dividends and capital gain distributions in cash
<PAGE>
SIGNATURE AUTHORIZATION - FOR USE BY CORPORATIONS, TRUSTS, PARTNERSHIPS AND
OTHER INSTITUTIONS Please retain a copy of this document for your files. Any
modification of the information contained in this section will require an
Amendment to this Application Form.

Q New Application Q Amendment to previous Application dated_______
Account No.__________

Name of Registered Owner______________________________________________________

The following named person(s) are currently authorized signatories of the
Registered Owner. Any of them is/are authorized under the applicable governing
document to act with full power to sell, assign or transfer securities of THE
JAMESTOWN INTERNATIONAL EQUITY FUND for the Registered Owner and to execute
and deliver any instrument necessary to effectuate the authority hereby
conferred:

Name Title Signature

- ----------------------- ----------------------- -----------------------

THE JAMESTOWN INTERNATIONAL EQUITY FUND, or any agent of the Fund may, without
inquiry, rely upon the instruction of any person(s) purporting to be an
authorized person named above, or in any Amendment received by the Fund or its
agent. The Fund and its Agent shall not be liable for any claims, expenses or
losses resulting from having acted upon any instruction reasonably believed to
be genuine.

==============================================================================
SPECIAL INSTRUCTIONS

REDEMPTION INSTRUCTIONS

Please honor any redemption instruction received via telegraphic or facsimile
believed to be authentic.

Q Please mail redemption proceeds to the name and address of record

Q Please wire redemptions to the commercial bank account indicated below
(subject to a minimum wire transfer of $5,000)

SYSTEMATIC WITHDRAWAL
Please redeem sufficient shares from this account at the then net asset value,
in accordance with the instructions below: (subject to a minimum $100 per
distribution)

Dollar amount of each withdrawal $___________________ beginning the
last business day of______________________

Withdrawals to be made: Q Monthly Q Quarterly

Q Please DEPOSIT DIRECTLY the proceeds to the bank account below

Q Please mail redemption proceeds to the name and address of record

AUTOMATIC INVESTMENT

Please purchase shares of The Jamestown International Equity Fund by
withdrawing from the commercial bank account below, per the instructions
below:

Amount $___________________(minimum $100) q Monthly q Quarterly

__________________________________is hereby authorized to charge to my
account the bank draft amount here
indicated. I understand the payment of this
draft is subject to all provisions of the
contract as stated on my bank accoun
signature card.

--------------------------------------------------------------------
(Signature as your name appears on the bank account to be drafted)

Name as it appears on the account_____________________________________________

Commercial bank account #_____________________________________________________

ABA Routing #_________________________________________________________________

City, State and Zip in which bank is located__________________________________

For AUTOMATIC INVESTMENT or SYSTEMATIC WITHDRAWAL please attach a voided check
from the above account.

==============================================================================
SIGNATURE AND TIN CERTIFICATION

I/We certify that I have full right and power, and legal capacity to purchase
shares of the Fund and affirm that I have received a current prospectus and
understand the investment objective and policies stated therein. I hereby
ratify any instructions given pursuant to this Application and for myself and
my successors and assigns do hereby release MGF Service Corp., Williamsburg
Investment Trust, Lowe, Brockenbrough & Tattersall, Inc., and their respective
officers, employees, agents and affiliates from any and all liability in the
performance of the acts instructed herein provided that such entities have
exercised due care to determine that the instructions are genuine. I certify
under the penalties of perjury that (1) the Social Security Number or Tax
Identification Number shown is correct and (2) I am not subject to backup
withholding. The certifications in this paragraph are required from all
non-exempt persons to prevent backup withholding of 31% of all taxable
distributions and gross redemption proceeds under the federal income tax law.
The Internal Revenue Service does not require your consent to any provision of
this document other than the certifications required to avoid backup
withholding. (Check here if you are subject to backup withholding) q.

- ------------------------------------- -------------------------------------
APPLICANT DATE JOINT APPLICANT DATE

- ------------------------------------- -------------------------------------
OTHER AUTHORIZED SIGNATORY DATE OTHER AUTHORIZED SIGNATORY DATE
<PAGE>
THE JAMESTOWN INTERNATIONAL EQUITY FUND

INVESTMENT ADVISOR
Lowe, Brockenbrough & Tattersall, Inc.
6620 West Broad Street
Suite 300
Richmond, Virginia 23230

SUB-ADVISOR
Oechsle International Advisors, Inc.
One International Place
Boston, Massachusetts 02110

ADMINISTRATOR
MGF Service Corp.
312 Walnut Street
P.O. Box 5354
Cincinnati, Ohio 45201-5354
1-800-443-4249

CUSTODIAN
The Northern Trust Company
50 South LaSalle Street
Chicago, Illinois 60675

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
Austin Brockenbrough III, President
Charles M. Caravati III, Vice President

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 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.

THE JAMESTOWN
INTERNATIONAL
EQUITY FUND

A No-Load Fund

PROSPECTUS
SEPTEMBER 30, 1996

Investment Advisor
Lowe, Brockenbrough & Tattersall, Inc.
Richmond, Virginia

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

THE JAMESTOWN
INTERNATIONAL EQUITY FUND

September 30, 1996

A Series of

WILLIAMSBURG INVESTMENT TRUST

312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202

Telephone 1-800-443-4249

Table of Contents

INVESTMENT OBJECTIVE AND POLICIES......................................... 2
DESCRIPTION OF BOND RATINGS............................................... 9
INVESTMENT LIMITATIONS.................................................... 12
TRUSTEES AND OFFICERS..................................................... 14
INVESTMENT ADVISOR........................................................ 18
SUB-ADVISOR............................................................... 19
ADMINISTRATOR............................................................. 19
OTHER SERVICES............................................................ 20
BROKERAGE................................................................. 20
SPECIAL SHAREHOLDER SERVICES.............................................. 21
PURCHASE OF SHARES........................................................ 23
REDEMPTION OF SHARES...................................................... 24
NET ASSET VALUE DETERMINATION............................................. 24
ALLOCATION OF TRUST EXPENSES.............................................. 25
ADDITIONAL TAX INFORMATION................................................ 25
CAPITAL SHARES AND VOTING................................................. 28
CALCULATION OF PERFORMANCE DATA........................................... 28
FINANCIAL STATEMENTS AND REPORTS.......................................... 31

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 September 30, 1996. The Prospectus may be
obtained from the Fund, at the address and phone number shown above, at no
charge.

- 4 -

<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

- 2 -

<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.

- 3 -

<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

- 4 -

<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.

- 5 -

<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

- 6 -

<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

- 7 -

<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.

- 8 -

<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.

- 9 -

<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.

- 10 -

<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.

- 11 -

<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";

- 12 -

<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

- 13 -

<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.
<TABLE>
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, 1996:
<CAPTION>
Name, Position, Principal Occupation Compensation
Age and Address During Past 5 Years From the Trust
<S> <C> <C>
Jack E. Brinson (age 64) President, Brinson Investment Co. $8,000
Trustee President, Brinson Chevrolet, Inc.
1105 Panola Street Tarboro, North Carolina
Tarboro, North Carolina 27886

Austin Brockenbrough III (age 59) Managing Director None
Trustee** Lowe, Brockenbrough & Tattersall, Inc.
President Richmond, Virginia
The Jamestown International Equity Fund
The Jamestown Tax Exempt Virginia Fund
6620 West Broad Street
Suite 300
Richmond, Virginia 23230

John T. Bruce (age 42) 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, Jr. (age 59) Physician $8,000
Trustee** Dermatology Associates of Richmond
5600 Grove Avenue Richmond, Virginia
Richmond, Virginia 23226

- 14 -

<PAGE>
<CAPTION>
<S> <C> <C>
J. Finley Lee (age 56) Julian Price Professor Emeritus of $8,000
Trustee Business Administration
614 Croom Court University of North Carolina
Chapel Hill, North Carolina 27514 Chapel Hill, North Carolina

Richard Mitchell (age 47) 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 57) President $8,000
Trustee University of Richmond
7000 River Road Richmond, Virginia
Richmond, Virginia 23229

Harris V. Morrissette (age 36) President $6,500
Trustee Marshall Biscuits
1500 S. Beltline Hwy. Mobile, Alabama
Mobile, Alabama 36693

Fred T. Tattersall (age 47) 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 60) Attorney at Law $8,000
Trustee
2300 Clarendon Blvd.
Suite 407
Arlington, Virginia 22201

Charles M. Caravati III (age 30) Assistant Portfolio Manager
Vice President Lowe, Brockenbrough & Tattersall, Inc.
The Jamestown International Equity Fund Richmond, Virginia
6620 West Broad Street
Suite 300
Richmond, Virginia 23230

- 15 -

<PAGE>
<CAPTION>
<S> <C>
John M. Flippin (age 54) 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 43) 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 55) 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 34) 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 58) 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

John F. Splain (age 40) Secretary and General Counsel,
Secretary MGF Service Corp., Midwest
312 Walnut Street, 21st Floor Group Financial Services, Inc. and
Cincinnati, Ohio 45202 Leshner Financial, Inc.; Secretary,
Midwest Trust, Midwest Group Tax
Free Trust and Midwest Strategic Trust

Ernest H. Stephenson, Jr. (age 51) 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

- 16 -

<PAGE>
<CAPTION>
<S> <C>
Connie R. Taylor (age 45) 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

Craig D. Truitt (age 37) 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 37) 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
</TABLE>

- -------------------------------

** Indicates that Trustee is an Interested Person for purposes of
the 1940 Act. Charles M. Caravati, Jr. is the father of
Charles M. Caravati III.

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.

Principal Holders of Voting Securities. As of September 5, 1996,
the Trustees and Officers of the Trust as a group owned
beneficially (i.e., had voting and/or investment power) 7.0% of
the then outstanding shares of the Fund.

- 17 -

<PAGE>

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, 1998
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.

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.

- 18 -

<PAGE>

SUB-ADVISOR

Oechsle International Advisors, L.P. (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, 1998 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 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.

The Advisor also compensates the Sub-Advisor for providing administration
services to Fund accounts for which the Sub- Advisor is designated as the
responsible party. The Sub-Advisor receives a fee equal to the annual rate of
.25% of the average balance of all such accounts.

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

- 19 -

<PAGE>

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 Northern Trust Company, 50 South
LaSalle Street, Chicago, Illinois 60675. 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 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 Sub-Advisor may effect 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.

- 20 -

<PAGE>

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 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.

- 21 -

<PAGE>

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

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

- 22 -

<PAGE>

when these securities are sold. An irrevocable election has been 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.

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 $1,000 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

- 23 -

<PAGE>

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 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,

- 24 -

<PAGE>

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 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

- 25 -

<PAGE>

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.

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

- 26 -

<PAGE>

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 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.

- 27 -

<PAGE>

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.

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.

- 28 -

<PAGE>

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).

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.

- 29 -

<PAGE>

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 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.

- 30 -

<PAGE>

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.

The unaudited Financial Statements of the Fund as of July 31, 1996 are
included on the following pages.

The Jamestown International Equity Fund
No Load Mutual Fund

Interim Financial Statements
For the Period Ended July 31, 1996
(Unaudited)

Investment Adviser Administrator
Lowe, Brockenbrough & Tattersall, Inc. MGF Service Corp.
6620 West Broad Street 312 Walnut Street
Suite 300 P.O. Box 5354
Richmond, Virginia 23230 Cincinnati, Ohio 45202-5354
1.804.288.0404 1.800.443.4249
<PAGE>
<TABLE>
THE JAMESTOWN INTERNATIONAL EQUITY FUND

STATEMENT OF ASSETS AND LIABILITIES

July 31, 1996 (Unaudited)

<CAPTION>
<S> <C>
ASSETS
Investments in securities:
At acquisition cost $ 23,881,847
==============
At value (Note 1) $ 22,388,105
Cash denominated in foreign currencies (At cost $8,626) 8,626
Cash 1,585,138
Dividends receivable 32,926
Interest receivable 3,071
Other assets 4,297
--------------
TOTAL ASSETS 24,022,163
--------------

LIABILITIES
Accrued advisory fees (Note 3) 5,490
Accrued administration fees (Note 3) 4,900
Other accrued expenses 13,000
--------------
TOTAL LIABILITIES 23,390
--------------

NET ASSETS $ 23,998,773
==============

Net assets consist of:
Capital shares $ 25,464,568
Undistributed net investment income 17,659
Accumulated net realized losses from security transactions (13,688)
Accumulated net realized gains from foreign currency transactions 23,156
Net unrealized depreciation on investments and foreign currencies (1,493,742)
Net unrealized appreciation on translation of assets and liabilities in foreign currencies 820
--------------
Net assets $ 23,998,773
==============

Shares of beneficial interest outstanding (unlimited number of shares
authorized, no par value) 2,564,365
==============

Net asset value, offering price and redemption price per share (Note 1) $ 9.36
==============

See accompanying notes to the financial statements.
</TABLE>
<PAGE>
<TABLE>
THE JAMESTOWN INTERNATIONAL EQUITY FUND

STATEMENT OF OPERATIONS

For the Period Ended July 31, 1996 (a) (Unaudited)

<CAPTION>
<S> <C>
INVESTMENT INCOME
Dividends (net of foreign withholding taxes of $14,718) $ 110,715
Interest 49,218
--------------
TOTAL INVESTMENT INCOME 159,933
--------------

EXPENSES
Investment advisory fees (Note 3) 58,236
Custodian fees 24,860
Administrative fees (Note 3) 13,728
Registration fees 3,301
Pricing costs 3,024
Professional fees 2,580
Trustees' fees and expenses 1,369
Other expenses 674
--------------
TOTAL EXPENSES 107,772
Fees waived by the Adviser (Note 3) (14,595)
--------------
NET EXPENSES 93,177
--------------

NET INVESTMENT INCOME 66,756
--------------

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS (Note 4)
Net realized gains (losses) from:
Security transactions (13,688)
Foreign currency transactions 23,156
Net change in unrealized appreciation/depreciation on:
Investments (1,493,742)
Translation of assets and liabilities in foreign currencies 820
--------------

NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS (1,483,454)
--------------

NET DECREASE IN NET ASSETS FROM OPERATIONS $ (1,416,698)
==============
<FN>
(a)Represents the period from the start of business (April 16, 1996) through July 31, 1996.

See accompanying notes to the financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
THE JAMESTOWN INTERNATIONAL EQUITY FUND

STATEMENT OF CHANGES IN NET ASSETS

For the Period Ended July 31, 1996 (a) (Unaudited)

<CAPTION>
<S> <C>
FROM OPERATIONS:
Net investment income $ 66,756
Net realized losses from security transactions (13,688)
Net realized gains from foreign currency transactions 23,156
Net change in unrealized appreciation/depreciation on investments (1,493,742)
Net change in unrealized appreciation/depreciation on translation
of assets and liabilities in foreign currencies 820
------------------
Net decrease in net assets from operations (1,416,698)
------------------

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income (49,097)
------------------

FROM CAPITAL SHARE TRANSACTIONS (b):
Proceeds from shares sold 25,616,358
Net asset value of shares issued in reinvestment
of distributions to shareholders 48,497
Payments for shares redeemed (200,287)
------------------
Net increase in net assets from capital share transactions 25,464,568
------------------

TOTAL INCREASE IN NET ASSETS 23,998,773

NET ASSETS:
Beginning of period 0
------------------

End of period - (including undistributed net investment
income of $17,659) $ 23,998,773
==================
<FN>
(a)Represents the period from the start of business (April 16, 1996) through July 31, 1996.

(b)Summary of capital share activity follows:

Shares sold 2,579,911
Shares issued in reinvestment of distributions to shareholders 4,949
Shares redeemed (20,495)
---------
Net increase in shares outstanding 2,564,365
Shares outstanding, beginning of period 0
Shares outstanding, end of period ---------
2,564,365
=========

See accompanying notes to the financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>

THE JAMESTOWN INTERNATIONAL EQUITY FUND

FINANCIAL HIGHLIGHTS

Selected Per Share Data and Ratios for a Share Outstanding Throughout the
Period From April 16, 1996 (a) Through July 31, 1996 (Unaudited)

<CAPTION>
<S> <C>
Net asset value at beginning of period $10.00
------
Income from investment operations:
Net investment income 0.03
Net realized and unrealized losses
on investments and foreign currency (0.65)
------
Total from investment operations (0.62)
------

Less distributions:
Dividends from net investment income (0.02)
------
Total distributions (0.02)
------

Net asset value at end of period $9.36
======

Total return (not annualized) (6.21)%
======
Net assets at end of period (000's) $23,999
======

Ratio of expenses to average net assets (b) 1.58%(c)

Ratio of net investment income to average net assets 1.13%(c)

Portfolio turnover rate (not annualized) 4%

Average commission rate per share $0.0267

<FN>
(a)Commencement of operations.

(b)Absent investment advisory fees waived by the Adviser, the ratio of
expenses to net assets would have been 1.83%(c) for the period ended
July 31, 1996.

(c)Annualized.

See accompanying notes to the financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
THE JAMESTOWN INTERNATIONAL EQUITY FUND

PORTFOLIO OF INVESTMENTS

July 31, 1996 (Unaudited)
<CAPTION>
<S> <C>
Shares Value
COMMON STOCKS - 93.3%
Australia - 4.4%
23,034 Australia and New Zealand Banking Group Ltd. $ 113,929
8,287 Broken Hill Proprietary Co. 109,068
64,163 News Corporation Ltd. 322,317
105,733 Sydney Harbour Casino Holdings Ltd. (a) 138,096
56,422 WMC Ltd. 375,000
-------------
1,058,410
-------------

Canada - 1.7%
21,691 Echo Bay Mines Ltd. 222,333
8,308 Placer Dome, Inc. 194,199
-------------
416,532
-------------

Denmark - 1.7%
2,808 Novo-Nordisk A/S - Class B 406,481
-------------

France - 8.1%
5,937 Alcatel Alsthom (Cie Gen El) 485,871
4,446 Cie Financiere de Paribas 267,595
2,269 Compagnie Bancaire SA 246,073
3,994 Compagnie Generale Des Eaux 410,773
4,020 Sidel SA 233,268
5,768 Valeo SA 294,881
-------------
1,938,461
-------------

Germany - 7.1%
13,170 Daimler-Benz AG (a) 699,186
1,619 Mannesmann AG 582,061
1,258 Volkswagen AG 425,796
-------------
1,707,043
-------------

Hong Kong - 4.3%
22,000 Hang Seng Bank 218,340
66,000 Hutchison Whampoa Ltd. 394,292
47,000 New World Development 213,931
21,000 Sun Hung Kai Properties Ltd. 198,232
-------------
1,024,795
-------------
<PAGE>
<CAPTION>
<S> <C>
Shares Value
COMMON STOCKS - Continued
Italy - 5.2%
99,000 Banca Commerciale Italiana $ 187,794
172,500 Fiat SpA 540,446
33,200 Istituto Nazionale delle Assicurazioni 47,588
284,700 Olivetti Group (a) 134,217
130,000 Pirelli SpA 211,126
42,900 Stet Societa Finanziaria Telefonica SpA 130,317
-------------
1,251,488
-------------

Japan - 38.1%
37,000 Daiei, Inc. 426,423
44,000 Daiwa Securites Co. Ltd. 531,834
62 DDI Corporation 501,345
10,000 Eisai Company Ltd. 184,587
6,500 Isetan Company 96,838
4,000 Ito-Yokado Co. Ltd. 231,248
61,000 Kawasaki Heavy Industries 296,069
12,000 Komori Corporation 278,847
2,000 Kyocera Corporation 136,988
8,000 Matsuzakaya Company 91,450
20,000 Mitsubishi Trust & Banking 333,568
2,000 Murata Manufacturing Company Ltd. 71,773
27,000 NEC Corporation 283,345
40,000 Nichido Fire & Marine Insurance 300,586
8,000 Nikon Corporation 91,450
183,000 Nippon Steel Company 608,714
58 Nippon Telegraph and Telephone Corporation 414,111
75,000 Nissan Motor Co. Ltd. 611,384
74,000 NKK Corporation (a) 211,478
8,000 Nomura Securities Company, Ltd. 140,173
14 NTT Data Communications Systems Company 405,341
25,000 Obayashi Corporation 215,507
14,000 Pioneer Electronic Corporation 297,775
58,000 Sharp Corporation 934,739
7,600 Sony Corporation 480,675
21,000 Sumitomo Bank 385,664
58,000 Sumitomo Realty & Development 429,328
23,000 Taisei Corporation 152,794
-------------
9,144,034
-------------
<PAGE>
<CAPTION>
<S> <C>
Shares Value
COMMON STOCKS - Continued
Malaysia - 1.7%
10,000 Genting Berhad $ 68,923
43,000 Resorts World Berhad 205,046
96,000 Renong Berhad 138,487
-------------
412,456
-------------

Netherlands - 1.6%
3,270 Wolters Kluwer N.V. 380,212
-------------

Singapore - 2.0%
8,000 Development Bank of Singapore Ltd. 90,579
11,000 Fraser & Neave Ltd. - ORD 110,534
23,000 Keppel Corporation 174,151
9,000 Overseas-Chinese Banking Corporation, Ltd. 100,627
-------------
475,891
-------------

Spain - 3.2%
4,050 Banco Santander SA 194,936
3,010 Repsol SA 101,056
27,280 Telefonica de Espana 475,303
-------------
771,295
-------------

Sweden - 3.4%
16,876 Astra AB - Class A 708,715
55 Astra AB - Class B 2,268
13,100 Skandinaviska Enskilda Banken - Class A 107,054
-------------
818,037
-------------

Switzerland - 2.0%
144 Ciba-Geigy AG 170,952
15 Roche Holding AG 110,654
169 Sandoz AG 188,630
-------------
470,236
-------------
<PAGE>
<CAPTION>
<S> <C>
Shares Value
COMMON STOCKS - Continued
United Kingdom - 8.8%
236,400 ASDA Group PLC $ 422,393
8,900 Glaxo Wellcome PLC 123,961
15,908 Grand Metropolitan PLC 107,627
83,482 Ladbroke Group PLC 243,731
30,611 Orange PLC (a) 82,936
40,211 Rentokil Group PLC 243,249
57,706 Safeway PLC 294,721
134,316 Vodafone Group PLC 479,984
15,207 W.H. Smith Group PLC 114,132
-------------
2,112,734
-------------
Total Common Stocks (Cost $23,881,847) - 93.3% $ 22,388,105

Other Assets in Excess of Liabilities - 6.7% 1,610,668
-------------
Net Assets - 100.0% $ 23,998,773
=============
<FN>
(a)Non-income producing security.

See accompanying notes to the financial statements.
</FN>
</TABLE>
<PAGE>
THE JAMESTOWN INTERNATIONAL EQUITY FUND

NOTES TO FINANCIAL STATEMENTS

July 31, 1996 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES

The Jamestown International Equity Fund (the Fund) is a series of shares of
the Williamsburg Investment Trust (the Trust). The Trust, registered as an
open-end management investment company under the Investment Company Act of
1940, as amended, was organized as a Massachusetts business trust on July 18,
1988. The Fund began operations on April 16, 1996.

The Fund's investment objective is to achieve superior total returns through
investment in equity securities of issuers located outside the United States.

The following is a summary of the Fund's significant accounting policies:

Securities valuation -- The Fund's portfolio securities are valued as of the
close of business of the regular session of the New York Stock Exchange
(currently 4:00 p.m., Eastern time). Securities which are traded
over-the-counter are valued at the last sales price, if available, otherwise,
at the last quoted bid price. Securities traded on a national or foreign stock
exchange are valued based upon the closing price on the principal exchange
where the security is traded. Foreign securities are translated from the local
currency into U.S. dollars using currency exchange rates supplied by a
quotation service.

Share valuation -- The net asset value per share of the Fund is calculated
daily by dividing the total value of the Fund's assets, less liabilities, by
the number of shares outstanding. The offering price and redemption price per
share of the Fund is equal to the net asset value per share.

Investment income and distributions to shareholders -- Interest income is
accrued as earned. Dividend income is recorded on the ex-dividend date.
Dividends arising from net investment income are declared and paid quarterly
to shareholders of the Fund. Net realized short-term capital gains, if any,
may be distributed throughout the year and net realized long-term capital
gains, if any, are distributed at least once each year. Income distributions
and capital gain distributions are determined in accordance with income tax
regulations, which may differ from generally accepted accounting principles.

Security transactions -- Security transactions are accounted for on trade
date. Securities sold are valued on a specific identification basis.

Estimates -- The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

<PAGE>

THE JAMESTOWN INTERNATIONAL EQUITY FUND

NOTES TO FINANCIAL STATEMENTS

July 31, 1996 (Unaudited)

Federal income tax -- It is the Fund's policy to comply with the special
provisions of the Internal Revenue Code applicable to regulated investment
companies. As provided therein, in any fiscal year in which a Fund so
qualifies and distributes at least 90% of its taxable net income, the Fund
(but not the shareholders) will be relieved of federal income tax on the
income distributed. Accordingly, no provision for income taxes has been made.

In order to avoid imposition of the excise tax applicable to regulated
investment companies, it is also the Fund's intention to declare as dividends
in each calendar year at least 98% of its net investment income (earned during
the calendar year) and 98% of its net realized capital gains (earned during
the twelve months ended October 31) plus undistributed amounts from prior
years.

The following information is based upon the federal income tax cost of
portfolio investments of the Fund as of July 31, 1996:

Gross unrealized appreciation..........................$ 119,883
Gross unrealized depreciation........................... (1,613,625)
------------
Net unrealized depreciation............................$ (1,493,742)
=============

The tax basis of investments for the Fund is equal to the acquisition cost as
shown on the Statement of Assets and Liabilities.

2. INVESTMENT TRANSACTIONS

During the period April 16, 1996 through July 31, 1996, purchases and proceeds
from sales and maturities of investment securities, other than short-term
investments, amounted to $24,696,815 and $801,280, respectively.

3. TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY AND SUBADVISORY AGREEMENTS
Lowe, Brockenbrough & Tattersall, Inc. (the Adviser), under the terms of an
Investment Advisory Agreement, provides general investment supervisory
services to the Fund. Under the Investment Advisory Agreement, the Fund pays
the Adviser a fee, which is computed and accrued daily and paid monthly, at an
annual rate of 1.00% of its average daily net assets.

The Adviser retains Oechsle International Advisors, Inc. (Oechsle) to provide
the Fund with a continuous program of supervision of the Fund's assets,
including the composition of its portfolio, and to furnish advice and
recommendations with respect to investments, investment policies and the
purchase and sale of securities, pursuant to the terms of a Sub-Advisory
Agreement. Under the Sub-Advisory Agreement, the Adviser, not the Fund, pays
Oechsle a fee in the amount of one-half of the monthly advisory fee received
by the Adviser, net of any advisory fee waivers.

<PAGE>

THE JAMESTOWN INTERNATIONAL EQUITY FUND

NOTES TO FINANCIAL STATEMENTS

July 31, 1996 (Unaudited)

The Adviser currently intends to limit the total operating expenses of the
Fund to 1.60% of its average daily net assets. Accordingly, the Adviser waived
$14,595 of its investment advisory fees for the period April 16, 1996 through
July 31, 1996.

Certain trustees and officers of the Trust are also officers of the Adviser.

ADMINISTRATIVE SERVICES AGREEMENT
Under the terms of an Administrative Services Agreement between the Trust and
MGF Service Corp. (MGF), MGF provides administrative, pricing, accounting,
dividend disbursing, shareholder servicing and transfer agent services for the
Fund. For these services, MGF receives a monthly fee from the Fund at an
annual rate of .25% of its average daily net assets up to $25 million; .225%
on the next $25 million of such net assets; and .20% on such net assets in
excess of $50 million, subject to a $4,000 minimum monthly fee. In addition,
the Fund pays out-of-pocket expenses including, but not limited to, pricing
fees and postage and supplies.

Certain officers of the Trust are also officers of MGF.

4. FOREIGN CURRENCY TRANSLATION

Amounts denominated in or expected to settle in foreign currencies are
translated into U.S. dollars based on exchange rates on the following basis:

A. The market values of investment securities and other assets and
liabilities are translated at the closing rate of exchange each day.

B. Purchases and sales of investment securities and income and
expenses are translated at the rate of exchange prevailing on the respective
dates of such transactions.

C. The Fund does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from those
resulting from changes in market prices of securities held. Such fluctuations
are included with the net realized and unrealized gains or losses from
investments.

Reported net realized foreign exchange gains or losses arise
from 1) sales of foreign currencies, 2) currency gains or losses realized
between the trade and settlement dates on securities transactions, and 3) the
difference between the amounts of dividends, interest and foreign withholding
taxes recorded on the Fund's books, and the U.S. dollar equivalent of the
amounts actually received or paid. Reported net unrealized foreign exchange
gains and losses arise from changes in the value of assets and liabilities,
other than investment securities, resulting from changes in exchange rates.

<PAGE>

THE JAMESTOWN INTERNATIONAL EQUITY FUND

NOTES TO FINANCIAL STATEMENTS

July 31, 1996 (Unaudited)

5. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

The Fund enters into foreign currency exchange contracts as a way of managing
foreign exchange risk. The Fund may enter into these contracts for the
purchase or sale of a specific foreign currency at a fixed price on a future
date as a hedge or cross-hedge against either specific transactions or
portfolio positions. The objective of the Fund's foreign currency hedging
transactions is to reduce risk that the U.S. dollar value of the Fund's
securities denominated in foreign currency will decline in value due to
changes in foreign currency exchange rates. All foreign currency exchange
contracts are "marked-to-market" daily at the applicable translation rates
resulting in unrealized gains or losses. Realized and unrealized gains or
losses are included in the Fund's Statement of Assets and Liabilities and
Statement of Operations. Risks may arise upon entering into these contracts
from the potential inability of counterparties to meet the terms of their
contracts and from unanticipated movements in the value of a foreign currency
relative to the U.S. dollar.

At July 31, 1996, the Fund had no forward foreign exchange contracts
outstanding.

<PAGE>

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Not Applicable

Included in Part A: Financial Highlights, July 31, 1996

Included in Part B: Statement of Assets and
Liabilities, Statement of Operations,
Statement of Changes in Net Assets, Financial
Highlights and Portfolios of Investments as of
July 31, 1996.

(b) Exhibits:

1. Declaration of Trust*

2. Bylaws*

3. Not Applicable

4. See Exhibits 1 and 2

5. (i) Investment Advisory Agreement*
(ii) Sub-Advisory Agreement with Respect to

The Jamestown International Equity Fund*

6. Not Applicable

7. Not Applicable

8. (i) Custodian Agreement with The Northern
Trust Company*

(ii) Custodian Agreement with Star Bank, N.A.*

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

<PAGE>

16. Not Applicable

17. Financial Data Schedule**

18. Not Applicable
- ----------

* Previously filed as Exhibit to Registration Statement on
Form N-1A.

** Filed herewith.

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 August 31,
1996, of the shares of the Trust:

Number of Record
Title of Class Holders

Shares of beneficial interest of
FBP Contrarian Equity Fund 229

Shares of beneficial interest of
FBP Contrarian Balanced Fund 430

Shares of beneficial interest of
The Government Street Equity Fund 266

Shares of beneficial interest of
The Government Street Bond Fund 156

Shares of beneficial interest of
The Alabama Tax Free Bond Fund 128

Shares of beneficial interest of
The Jamestown Balanced Fund 244

Shares of beneficial interest of
The Jamestown Equity Fund 162

Shares of beneficial interest of
The Jamestown Bond Fund 34

Shares of beneficial interest of
The Jamestown Short Term Bond Fund 10

- 2 -

<PAGE>

Shares of beneficial interest of
The Jamestown Tax Exempt Virginia Fund 34

Shares of beneficial interest of
The Jamestown International Equity Fund 161

Item 27. Indemnification. Article VIII of the Registrant's
Agreement and Declaration of Trust provides for
indemnification of officers and trustees as follows:

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

- 3 -

<PAGE>

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
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

- 4 -

<PAGE>

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.

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 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

- 5 -

<PAGE>

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 if 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.

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

- 6 -

<PAGE>

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.

The Trust maintains a standard mutual fund and investment
advisory professional and directors and officers liability
policy. Coverage under the policy includes losses by reason of
any act, error, omission, misstatement, misleading statement,
neglect or breach of duty. The Trust may not pay for insurance
which protects its Trustees and officers against liabilities
arising from action involving willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in
the conduct of their offices.

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) Henry C. Spalding, Jr. - Executive Vice President of
LB&T.

(a) President of The Jamestown Balanced Fund and
The Jamestown Equity Fund.

(4) William F. Shumadine, Jr. - Senior Vice President
of LB&T.

(5) Ernest H. Stephensen, Jr. - Vice President of LB&T.

(a) Vice President of The Jamestown Balanced Fund
and The Jamestown Equity Fund.

(6) Craig D. Truitt - Manager Client Services of LB&T.

(a) Vice President of The Jamestown Bond Fund and
The Jamestown Short Term Bond Fund.

(7) Beth Ann Walk - Portfolio Manager of LB&T.

(a) Vice President of The Jamestown Tax Exempt
Virginia Fund.

Oechsle International Advisors, L.P. ("Oechsle
International") 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 partners of Oechsle International, One
International Place, Boston, Massachusetts 02110.

(1) Oechsle Group, L.P. (the Managing General Partner
of which is Walter Oechsle), a general partner of
Oechsle International.

(2) Dresdner Asset Management (U.S.A.) Corporation (a
subsidiary of Dresdner Bank A.G.), a limited
partner of Oechsle International.

- 8 -

<PAGE>

(3) OIA Limited Partnership Interest Trust (the trustee
of which is Oechsle Group, L.P.), a limited partner
of Oechsle International.

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.

(1) Thomas W. Leavell - President and a Principal of TLA.

- 9 -

<PAGE>

(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) Not Applicable

(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.

- 10 -

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and 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 30th day of September, 1996.

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:

Signature Title Date

/s/ John T. Bruce Trustee and Chairman September 30, 1996
John T. Bruce (principal executive
officer)

/s/ Mark J. Seger Treasurer (principal September 30, 1996
Mark J. Seger financial and
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

*By:/s/ John F. Splain
John F. Splain
Attorney-in-Fact
September 30, 1996

<PAGE>

INDEX TO EXHIBITS

Exhibit
Number Description of Exhibit

1 Declaration of Trust*

2 Bylaws*

3 Not Applicable

4 See Exhibits 1 and 2

5 (i) Investment Advisory Agreement

(ii) Sub-Advisory Agreement with Respect to The
Jamestown International Equity Fund*

6 Not Applicable

7 Not Applicable

8 (i) Custodian Agreement with The Northern Trust
Company*
(ii) Custodian Agreement with Star Bank, N.A.*

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

17 Financial Data Schedule**

18 Not Applicable

* Previously filed as Exhibit to Registration
Statement on Form N-1A

** Filed herewith

<ARTICLE> 6
<CIK> 0000842512
<NAME> WILLIAMSBURG INVESTMENT TRUST
<SERIES>
<NUMBER> 11
<NAME> THE JAMESTOWN INTERNATIONAL EQUITY FUND

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 23,881,847
<INVESTMENTS-AT-VALUE> 22,388,105
<RECEIVABLES> 35,997
<ASSETS-OTHER> 4,297
<OTHER-ITEMS-ASSETS> 1,593,764
<TOTAL-ASSETS> 24,022,163
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 23,390
<TOTAL-LIABILITIES> 23,390
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 25,464,568
<SHARES-COMMON-STOCK> 2,564,365
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 17,659
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 9,468
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1,492,922)
<NET-ASSETS> 23,998,773
<DIVIDEND-INCOME> 110,715
<INTEREST-INCOME> 49,218
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<EXPENSES-NET> 93,177
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<REALIZED-GAINS-CURRENT> 9,468
<APPREC-INCREASE-CURRENT> (1,492,922)
<NET-CHANGE-FROM-OPS> (1,416,698)
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<DISTRIBUTIONS-OF-INCOME> 49,097
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<NUMBER-OF-SHARES-SOLD> 2,579,911
<NUMBER-OF-SHARES-REDEEMED> 20,495
<SHARES-REINVESTED> 4,949
<NET-CHANGE-IN-ASSETS> 23,998,773
<ACCUMULATED-NII-PRIOR> 0
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<GROSS-ADVISORY-FEES> 58,236
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 107,772
<AVERAGE-NET-ASSETS> 20,144,129
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.03
<PER-SHARE-GAIN-APPREC> (0.65)
<PER-SHARE-DIVIDEND> 0.02
<PER-SHARE-DISTRIBUTIONS> 0
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<PER-SHARE-NAV-END> 9.36
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<AVG-DEBT-PER-SHARE> 0

</TABLE>