WILLIAMSBURG INVESTMENT TRUST
497, 1997-03-03
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                                                 March 3, 1997

WILLIAMSBURG INVESTMENT TRUST
The Jamestown Balanced Fund/The Jamestown Equity Fund
Supplement to Prospectus Dated August 1, 1996


         On February 28, 1997, as a consequence of the reorganization 
of the Fund's investment advisor, shareholders of each Fund voted to
approve new Investment Advisory Agreements between the Trust, on
behalf of the Funds, and Lowe, Brockenbrough & Tattersall, Inc.
Shareholders of The Jamestown Balanced Fund also voted to approve a
new Sub-Advisory Agreement among the Trust, Lowe, Brockenbrough &
Tattersall, Inc. and Lowe, Brockenbrough & Tattersall Strategic
Advisors, Inc.

The section "Prospectus Summary--Investment Advisor" on page 2 of the
Prospectus is revised as follows:

         Lowe, Brockenbrough & Tattersall, Inc. (the "Advisor") serves as
         investment advisor to each of the Funds.  For its services, the
         Advisor receives compensation of 0.65% of the average daily net
         assets of each Fund.  The fees are reduced for either Fund when
         the assets of the particular Fund exceed $250 million. (See
         "Management of the Funds.")

         Pursuant to a Sub-Advisory Agreement, the Advisor has retained
         Lowe, Brockenbrough & Tattersall Strategic Advisors, Inc. (the
         "Sub-Advisor") to serve as investment advisor to that portion of
         The Jamestown Balanced Fund's portfolio invested in fixed income
         securities.

The section "Prospectus Summary--Management" on page 2 of the
Prospectus is revised as follows:

         The Funds are series of the Williamsburg Investment Trust (the
         "Trust"), the Board of Trustees of which is responsible for
         overall management of the Trust and Funds.  The Trust has
         employed Countrywide Fund Services, Inc. (the "Administrator") to
         provide administration, accounting and transfer agent services.
         (See "Management of the Funds.")

The section "Management of the Funds--Investment Advisor" on page 13
of the Prospectus is revised as follows:

         Subject to the authority of the Board of Trustees, Lowe,
         Brockenbrough & Tattersall, Inc. (the "Advisor") provides the
         Funds with a continuous program of supervision of each 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 Investment Advisory Agreements with the Trust.  The
         Advisor is also responsible for the selection of broker-dealers
         through which the Funds execute portfolio transactions, subject
         to brokerage policies established by the Trustees, and provides
         certain executive personnel to the Funds.



<PAGE>

         The Advisor was organized as a Virginia corporation in 1970
         and is controlled by Austin Brockenbrough, III.  In addition to
         acting as Advisor to the Funds, 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 International Equity Fund and The Jamestown Tax
         Exempt Virginia Fund (two series of the Trust), the subjects of
         separate prospectuses.

         Henry C. Spalding, Jr. is primarily responsible for managing the
         portfolio of each Fund and has acted in this capacity since the
         Funds' inception.  Mr. Spalding has been Executive Vice President
         of the Advisor since 1988.  The fixed income portion of the
         Balanced Fund is managed on a day to day basis by a committee
         comprised of its sub-advisors fixed income portfolio management
         professionals, each portfolio professional responsible for
         designated specific sectors of the fixed income market.

         Compensation of the Advisor with respect to the Balanced Fund,
         based upon the Fund's average daily net assets, is at the
         following annual rates:  On the first $250 million, 0.65%; on the
         next $250 million, 0.60%; on assets over $500 million, 0.55%.
         For the fiscal year ended March 31, 1996, the Advisor received
         $373,945 in investment advisory fees from the Balanced Fund,
         which represented 0.65% of the Fund's average daily net assets.

         Compensation of the Advisor with respect to the Equity Fund,
         based upon the Fund's average daily net assets, is at the
         following annual rates: on the first $500 million, 0.65%; on
         assets over $500 million, 0.55%.  For the fiscal year ended March
         31, 1996, the Advisor received $79,891 in investment advisory
         fees from the Equity Fund, which represented 0.65% of the Fund's
         average daily net assets.  The Advisor has retained Lowe,
         Brockenbrough & Tattersall Strategic Advisors, Inc. (the "Sub-
         Advisor") to manage that portion of the Balanced Fund invested in
         fixed income securities, pursuant to a Sub-Advisory Agreement
         among the Trust, the Advisor and the Sub-Advisor.  The Sub-
         Advisor will select fixed income securities for investment by the
         Balanced Fund, and, upon making any purchase or sale decision,
         place orders for the execution of such portfolio transaction.

         Compensation of the Sub-Advisor, with respect to the Balanced
         Fund, is paid by the Advisor (not the Fund) at the rate of $1,250
         for each fiscal quarter of the Trust.  The Sub-Advisor is a
         Virginia corporation controlled by Fred T. Tattersall.

         The address of both the Advisor and the Sub-Advisor is 6620 West
         Broad Street, Suite 300, Richmond, Virginia 23230.









                                                        -2-
<PAGE>

The section "Management of the Funds--Administrator" on page 13 of the
Prospectus is revised as follows:

The Funds have retained Countrywide Fund Services, Inc., P.O. Box
5354, Cincinnati, Ohio 45201, to provide administrative, pricing,
accounting, dividend disbursing, shareholder servicing and transfer
agent services.  On February 28, 1997, MGF Service Corp. (the
"Administrator") changed its name to Countrywide Fund Services, Inc.
to reflect its acquisition, as a wholly-owned indirect subsidiary, by
Countrywide Credit Industries, Inc.  Countrywide Credit Industries,
Inc. is a New York Stock Exchange listed company principally engaged
in residential mortgage lending.














































                                                        -3-
<PAGE>
                                              March 3, 1997

WILLIAMSBURG INVESTMENT TRUST
The Jamestown Bond Funds
Supplement to Prospectus Dated August 1, 1996


         On February 28, 1997, as a  consequence  of the  reorganization  of the
Fund's  investment  advisor,  shareholders  of each Fund  voted to  approve  new
Investment  Advisory  Agreements  between the Trust, on behalf of the Funds, and
Lowe, Brockenbrough & Tattersall Strategic Advisors, Inc.

The section "Prospectus Summary--Investment Advisor" on page 2 of the Prospectus
is revised as follows:

         Lowe, Brockenbrough & Tattersall Strategic Advisors, Inc. (the
         "Advisor") serves as investment advisor to each of the Funds.
         For its services, the Advisor receives compensation of 0.375% of
         the average daily net assets of each Fund.  (See "Management of
         the Funds.")

The section  "Prospectus  Summary--Management"  on page 2 of the  Prospectus  is
revised as follows:

         The  Funds  are  series  of  the  Williamsburg  Investment  Trust  (the
         "Trust"),  the Board of  Trustees of which is  responsible  for overall
         management  of  the  Trust  and  the  Funds.  The  Trust  has  employed
         Countrywide  Fund  Services,  Inc.  (the  "Administrator")  to  provide
         administration, accounting and transfer agent services.
         (See "Management of the Funds.")

The  section  "Management  of the  Funds--Investment  Advisor" on page 14 of the
Prospectus is revised as follows:

         Subject to the authority of the Board of Trustees,  Lowe, Brockenbrough
         & Tattersall  Strategic  Advisors,  Inc. (the  "Advisor")  provides the
         Funds with a continuous  program of  supervision of each 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 Investment  Advisory
         Agreements  with the Trust.  The  Advisor is also  responsible  for the
         selection of  broker-dealers  through which the Funds execute portfolio
         transactions,   subject  to  brokerage  policies   established  by  the
         Trustees, and provides certain executive personnel to the Funds.

         The Advisor is a Virginia corporation controlled by Fred T. Tattersall.
         In  addition  to acting as  Advisor  to the  Funds,  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  sub-advisor  to The Jamestown
         Balanced Fund (another series of the Trust),  the subject of a separate
         prospectus.






<PAGE>



         Since each Fund's inception, both the Bond Fund and the Short Term Bond
         Fund have been  managed on a day to day basis by a committee  comprised
         of its Advisor's fixed income portfolio management professionals,  each
         portfolio  professional  responsible for designated specific sectors of
         the fixed income market.

         Compensation of the previous advisor, Lowe, Brockenbrough & Tattersall,
         Inc., is at the annual rate of 0.375% of each Fund's  average daily net
         assets.  For the fiscal year ended March 31, 1996, the previous advisor
         received $305,247 in investment advisory fees from the Bond Fund, which
         represented 0.375% of the Bond Fund's average daily net assets. For the
         fiscal year ended March 31, 1996, the previous  advisor received $3,786
         in  investment  advisory fees from the Short Term Bond Fund (net of fee
         waivers), which represented 0.03% of the Short Term Bond Fund's average
         daily net assets.

         The Advisor currently intends to waive its investment  advisory fees to
         the extent necessary to limit the total operating expenses of the Short
         Term Fund to 0.50% 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 Short Term Fund
         may therefore exceed 0.50% of its average daily net assets.

         The Advisor's address is 6620 West Broad Street,  Suite 300,  Richmond,
         Virginia 23230.

The first paragraph of the section "Management of the Funds--  Administrator" on
page 15 of the Prospectus is revised as follows:

         The Funds have retained Countrywide Fund Services, Inc., P.O. Box
         5354, Cincinnati, Ohio 45201, to provide administrative, pricing,
         accounting, dividend disbursing, shareholder servicing and
         transfer agent services.  On February 28, 1997, MGF Service
         Corp. (the "Administrator") changed its name to Countrywide Fund
         Services, Inc. to reflect its acquisition, as a wholly-owned
         indirect subsidiary, by Countrywide Credit Industries, Inc.
         Countrywide Credit Industries, Inc. is a New York Stock Exchange
         listed company principally engaged in the business of residential
         mortgage lending.

















                                                                             -2-


<PAGE>


                                                     March 3, 1997

WILLIAMSBURG INVESTMENT TRUST
The Jamestown International Equity Fund
Supplement to Prospectus Dated September 30, 1996


         On February 28, 1997, as a  consequence  of the  reorganization  of the
Fund's  investment  advisor,  shareholders of the Fund voted to  approve  a new
Investment Advisory  Agreement  between  the  Trust,  on  behalf  of the  Fund,
and  Lowe, Brockenbrough & Tattersall, Inc.

The section  "Prospectus  Summary--Management"  on page 2 of the  Prospectus  is
revised as follows:

         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
         Countrywide  Fund  Services,  Inc.  (the  "Administrator")  to  provide
         administration, accounting and transfer agent services.
         (See "Management of the Fund.")

The  section  "Management  of the  Fund--Investment  Advisor"  on page 14 of the
Prospectus is revised as follows:

         Subject to the authority of the Board of Trustees,  Lowe, Brockenbrough
         &  Tattersall,  Inc.  (the  "Advisor")  provides  the Fund with general
         investment  supervisory  services  pursuant to an  Investment  Advisory
         Agreement with the Trust.

         The  Advisor was  organized  as a Virginia  corporation  in 1970 and is
         controlled  by Austin  Brockenbrough,  III.  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 and The  Jamestown  Tax Exempt  Virginia Fund (three 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 the 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.










<PAGE>



The following should be read in conjunction with the section  "Management of the
Fund -- Sub-Advisor" on page 15 of the Prospectus:

         Since January 1997, Kathleen Harris has primary  responsibility for the
         day-to-day  management  of the Fund's  portfolio.  Ms.  Harris has been
         employed  by  the  Sub-Advisor  since  January,   1995.  Prior  to  her
         employment  with  the  Sub-Advisor,   she  was  Portfolio  Manager  and
         Investment Director for the State of Wisconsin  Investment Board, where
         she managed international equity assets. Walter Oechsle participates in
         the management of the Fund  particularly  with respect to country asset
         allocation  decisions,  which  are  made by both  Mr.  Oechsle  and Ms.
         Harris.

The first two sentences of the section "Management of the Fund--  Administrator"
on page 15 of the Prospectus is revised as follows:

         The Fund has retained  Countrywide Fund Services,  Inc., P.O. Box 5354,
         Cincinnati, Ohio 45201, to provide administrative, pricing, accounting,
         dividend disbursing, shareholder servicing and transfer agent services.
         On February 28, 1997, MGF Service Corp. (the "Administrator") changed
         its name to Countrywide Fund Services, Inc. to reflect its acquisition,
         as a wholly-owned indirect subsidiary, by Countrywide Credit 
         Industries, Inc.  Countrywide Credit Industries, Inc. is a New York 
         Stock Exchange listed company principally engaged in the business of
         residential mortgage lending.
































                                                        -2-


<PAGE>


                                                      March 3, 1997

WILLIAMSBURG INVESTMENT TRUST
The Jamestown Tax Exempt Virginia Fund
Supplement to Prospectus Dated August 1, 1996


         On February 28, 1997, as a  consequence  of the  reorganization  of the
Fund's  investment  advisor,  shareholders  of the Fund  voted to  approve a new
Investment  Advisory  Agreement  between the Trust,  on behalf of the Fund,  and
Lowe, Brockenbrough & Tattersall, Inc.

The section  "Prospectus  Summary--Management"  on page 3 of the  Prospectus  is
revised as follows:

         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
         Countrywide  Fund  Services,  Inc.  (the  "Administrator")  to  provide
         administration, accounting and transfer agent services.
         (See "Management of the Fund.")

The  section  "Management  of the  Fund--Investment  Advisor"  on page 13 of the
Prospectus is revised as follows:

         Subject to the authority of the Board of Trustees,  Lowe, Brockenbrough
         & Tattersall,  Inc. (the "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 an  Investment  Advisory  Agreement  with the
         Trust.   The  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, and provides
         certain executive personnel to the Fund.

         The  Advisor was  organized  as a Virginia  corporation  in 1970 and is
         controlled  by Austin  Brockenbrough,  III.  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 and The Jamestown  International  Equity Fund (three series of the
         Trust), the subjects of separate prospectuses.

         Beth Ann Walk, CFA is primarily  responsible for managing the portfolio
         of the Fund and has acted in this capacity since the Fund's  inception.
         Ms.  Walk is a  Portfolio  Manager of the Advisor and has been with the
         firm since 1983.

         Compensation  of the Advisor with  respect to the Fund,  based upon the
         Fund's  average  daily net assets,  is at the following  rates:  On the
         first $250 million,  0.40%; on the next $250 million,  0.35%; on assets
         over $500 million, 0.30%. For the fiscal year ended March 31, 1996, the
         Advisor received $9,576 in investment  advisory fees from the Fund (net
         of fee waivers),  which  represented  0.11% of the Fund's average daily
         net assets.


<PAGE>



         The Advisor currently intends to waive its investment  advisory fees to
         the extent necessary to limit the total operating  expenses of the Fund
         to 0.75% 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 Fund may  therefore
         exceed 0.75% of its average daily net assets.

         The Advisor's address is 6620 West Broad Street,  Suite 300,  Richmond,
         Virginia 23230.

The first paragraph of the section  "Management of the Fund--  Administrator" on
page 14 of the Prospectus is revised as follows:

         The Fund has retained Countrywide Fund Services, Inc., P.O. Box
         5354, Cincinnati, Ohio 45201, to provide administrative, pricing,
         accounting, dividend disbursing, shareholder servicing and
         transfer agent services.  On February 28, 1997, MGF Service
         Corp. (the "Administrator") changed its name to Countrywide Fund
         Services, Inc. to reflect its  acquisition, as a wholly-owned
         indirect subsidiary, by Countrywide Credit Industries, Inc.
         Countrywide Credit Industries, Inc. is a New York Stock Exchange
         listed company principally engaged in the business of residential
         mortgage lending.


































                                                       -2-


<PAGE>





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