U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
Read instructions at end of Form
before preparing Form. Please
print or type.
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1. Name and address of issuer:
Williamsburg Investment Trust
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202
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2. Name of each series or class of funds for which this notice is
filed:
FBP Contrarian Balanced Fund
FBP Contrarian Equity Fund
The Government Street Equity Fund
The Government Street Bond Fund
The Alabama Tax Free Bond Fund
The Jamestown Balanced Fund
The Jamestown Equity Fund
The Jamestown International Equity Fund
The Jamestown Bond Fund
The Jamestown Short Term Bond Fund
The Jamestown Tax Exempt Virginia Fund
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3. Investment Company Act File Number: 811-5685
Securities Act File Number: 33-25301
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4. Last day of fiscal year for which this notice is filed:
March 31, 1997
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5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
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6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6):
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7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
NONE
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8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
NONE
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9. Number and aggregate sale price of securities sold during the
fiscal year:
NUMBER OF SHARES SALE PRICE
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FBP Contrarian Balanced Fund 346,188 $ 5,369,393
FBP Contrarian Equity Fund 467,711 7,247,789
The Government Street Equity Fund 162,325 5,118,742
The Government Street Bond Fund 170,003 3,531,544
The Alabama Tax Free Bond Fund 202,023 2,068,564
The Jamestown Balanced Fund 631,119 9,763,400
The Jamestown Equity Fund 788,755 11,827,742
The Jamestown International Equity Fund 3,000,775 29,619,931
The Jamestown Bond Fund 892,247 9,262,915
The Jamestown Short Term Bond Fund 226,810 2,203,737
The Jamestown Tax Exempt Virginia Fund 349,394 3,430,016
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ISSUER TOTALS 7,237,350 $89,443,773
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10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
NUMBER OF SHARES SALE PRICE
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FBP Contrarian Balanced Fund 346,188 $ 5,369,393
FBP Contrarian Equity Fund 467,711 7,247,789
The Government Street Equity Fund 162,325 5,118,742
The Government Street Bond Fund 170,003 3,531,544
The Alabama Tax Free Bond Fund 202,023 2,068,564
The Jamestown Balanced Fund 631,119 9,763,400
The Jamestown Equity Fund 788,755 11,827,742
The Jamestown International Equity Fund 3,000,775 29,619,931
The Jamestown Bond Fund 892,247 9,262,915
The Jamestown Short Term Bond Fund 226,810 2,203,737
The Jamestown Tax Exempt Virginia Fund 349,394 3,430,016
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ISSUER TOTALS 7,237,350 $89,443,773
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
NUMBER OF SHARES SALE PRICE
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FBP Contrarian Balanced Fund 140,100 $ 2,148,852
FBP Contrarian Equity Fund 27,437 415,382
The Government Street Equity Fund 76,331 2,347,971
The Government Street Bond Fund 80,355 1,663,544
The Alabama Tax Free Bond Fund 46,910 480,364
The Jamestown Balanced Fund 383,386 5,853,635
The Jamestown Equity Fund 43,245 671,223
The Jamestown International Equity Fund 10,836 105,780
The Jamestown Bond Fund 409,635 4,238,186
The Jamestown Short Term Bond Fund 60,494 582,861
The Jamestown Tax Exempt Virginia Fund 25,420 251,004
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ISSUER TOTALS 1,304,149 $18,758,802
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12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $89,443,773
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 18,758,802
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(iii) Aggregate price of shares redeemed or
purchased during the fiscal year
(if applicable): - 40,172,792
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(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable) +
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(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable): $68,029,783
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(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x .0003030303
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(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ 20,615.09
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Instruction: Issuers should complete line (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures
17CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
May 27, 1997
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ John F. Splain
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John F. Splain, Secretary
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Date May 30, 1997
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*Please print the name and title of the signing officer below the
signature.
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SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
Fax No. 617-338-2880
In Washington, D.C. In New York City
1025 Connecticut Ave., N.W. 767 Third Ave.
Washington, D.C. 20036 New York, New York 10017
(202) 775-8190 (212) 486-8200
Fax No. 202-293-2275 Fax No. 212-758-2151
May 28, 1997
Williamsburg Investment Trust
c/o Countrywide Fund Services, Inc.
312 Walnut Street
Cincinnati, Ohio 45202-3874
Ladies and Gentlemen:
This opinion is being delivered to you in connection with your
Registration Statement on Form N-1A under the Securities Act of 1933, as
amended, under which you have registered an indefinite number of shares of
beneficial interest, $0.01 par value per share, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended. In particular, this opinion relates
to the notice which you are filing under Rule 24f-2 (the "Rule 24f-2 Notice")
which makes definite in number the 8,541,499 shares of beneficial interest,
$0.01 par value per share, which you sold in the year ended March 31, 1997 (the
"Shares"), as indicated in more detail in your Annual Notice of Securities Sold
Pursuant to Rule 24f-2.
We have made such inquiry of your officers and trustees and have
examined such corporate documents, records and certificates and other documents
and such questions of law as we have deemed necessary for the purposes of this
opinion.
In rendering this opinion, we have relied, with your approval, as to
all questions of fact material to this opinion, upon certificates of public
officials and of your officers and have assumed, with your approval, that the
signatures on all documents examined by us are genuine, which facts we have not
independently verified.
Based upon and subject to the foregoing, we are of the opinion that the
Shares were legally and validly issued, fully paid and nonassessable.
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-2-
With respect to the opinion stated above, we wish to point out that the
shareholders of a Massachusetts business trust may, under some circumstances, be
subject to assessment at the instance of creditors to pay the obligations of
such trust in the event that its assets are insufficient for the purpose.
We hereby consent to your attaching this opinion to the Rule 24f-2
Notice and making it a part thereof. In giving such consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Sullivan & Worcester LLP
Sullivan & Worcester LLP
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