PROSPECTUS
December 31, 1997
Revised January 26, 1998
THE DAVENPORT EQUITY FUND
A NO-LOAD FUND
The investment objective of THE DAVENPORT EQUITY FUND is long term growth of
capital through investment in a diversified portfolio of common stocks. Current
income is incidental to this objective and may not be significant.
INVESTMENT ADVISOR
Davenport & Company LLC
Richmond, Virginia
The Davenport 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 December 31, 1997, 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 One James Center, 901 East Cary Street, 11th
Floor, Richmond, Virginia 23219-4037, and its telephone number is
1-800-281-3217. 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
INVESTMENT OBJECTIVE, INVESTMENT POLICIES
AND RISK CONSIDERATIONS .................................................. 4
HOW TO PURCHASE SHARES ..................................................... 7
HOW TO REDEEM SHARES ....................................................... 8
HOW NET ASSET VALUE IS DETERMINED .......................................... 10
MANAGEMENT OF THE FUND ..................................................... 10
DIVIDENDS, DISTRIBUTIONS, TAXES AND OTHER INFORMATION ...................... 13
APPLICATION ................................................................ 17
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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PROSPECTUS SUMMARY
THE FUND. The Davenport 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." It
represents a separate mutual fund with its own investment objective and
policies. 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 OBJECTIVE. The Fund's investment objective is long term growth
of capital through investment in a diversified portfolio of common stocks.
Current income is incidental to this objective and may not be significant.
INVESTMENT APPROACH. Equity investments are made primarily for growth with
investment decisions based upon fundamental factors specific to individual
companies and sector fundamentals specific to individual industries. (See
"Investment Objective, Investment Policies and Risk Considerations.")
INVESTMENT ADVISOR. Davenport & Company LLC (the "Advisor") serves as
investment advisor to the Fund. For its services, the Advisor receives
compensation at the annual rate of 0.75% of the average daily net assets of
the Fund. (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 $10,000 ($2,000
for tax-deferred retirement plans). Subsequent investments in the Fund 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 from the
Fund. 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.")
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 capital gain distributions
in cash or the dividends and capital gain distributions may be reinvested
in additional Fund shares. (See "Dividends, Distributions, Taxes and Other
Information.")
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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 Countrywide
Fund Services, Inc. (the "Administrator") to provide administration,
accounting and transfer agent services. (See "Management of the Fund.")
SYNOPSIS OF COSTS AND EXPENSES
SHAREHOLDER TRANSACTION EXPENSES: None
ANNUAL FUND OPERATING EXPENSES:
(As a percentage of average net assets)
Investment Advisory Fees 0.75%
Administrator's Fees 0.20%
Other Expenses 0.20%
----
Total Fund Operating Expenses 1.15%
====
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
------ -------
$12 $37
The purpose of the foregoing tables is to assist investors in the Fund in
understanding the various costs and expense 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 EXAMPLES SHOWN
SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL
EXPENSES IN THE FUTURE MAY BE GREATER OR LESS THAN THOSE SHOWN.
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INVESTMENT OBJECTIVE, INVESTMENT POLICIES
AND RISK CONSIDERATIONS
The investment objective of the Fund is long term growth of capital through
investment in a well-diversified portfolio composed primarily of common stocks.
Current income is incidental to this objective and may not be significant.
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.
EQUITY SELECTION. Under normal market conditions, the Fund will be primarily
invested (i.e., at least 65% of its total assets) in common stocks, which by
definition entail risk of loss of principal. The Fund's investments are made
primarily for long term growth of capital. Selection of equity securities is
made on the basis of several criteria, including, among other things:
1. The price-earnings ratio;
2. The rate of earnings growth;
3. The depth of management;
4. The company's past financial stability;
5. The company's present and projected position within its industry; and
6. The dividend record.
Selection of equity securities is made by the Investment Policy Committee and
the portfolio manager. The Investment Policy Committee is comprised of five
individuals who are responsible for the formalized investment approach upon
which the Advisor's Asset Management division is based. Committee members and
the portfolio manager meet formally on a weekly basis. Decisions to buy or sell
a security require a majority vote of the Committee. The Committee's approach is
to insist on value in every stock purchased, to control risk through
diversification, and to establish price targets at the time a specific stock is
purchased.
Although the Fund invests primarily in common stocks, the Fund may also invest a
portion of its assets in straight preferred stocks, convertible preferred
stocks, convertible bonds and warrants. The Fund may invest in preferred stocks
and convertible bonds which are rated at the time of purchase in the
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four highest grades assigned by Moody's Investors Service, Inc. (Aaa, Aa, A or
Baa) or Standard & Poor's Rating Group (AAA, AA, A or BBB) or unrated securities
determined by the Advisor to be of comparable quality. Preferred stocks and
bonds rated Baa or BBB have speculative characteristics and changes in economic
conditions or other circumstances are more likely to lead to a weakened capacity
to pay principal and interest or to pay the preferred stock obligations than is
the case with higher grade securities. Subsequent to its purchase by the Fund, a
security's rating may be reduced below Baa or BBB and the Advisor will sell such
security, subject to market conditions and the Advisor's assessment of the most
opportune time for sale.
The Fund may from time to time invest a portion of its assets in small,
unseasoned companies. While smaller companies generally have potential for rapid
growth, they often involve higher risks because they lack the management
experience, financial resources, product diversification and competitive
strengths of larger corporations. In addition, in many instances, the securities
of smaller companies are traded only over-the-counter or on a regional
securities exchange, and the frequency and volume of their trading is
substantially less than is typical of larger companies. Therefore, the
securities of smaller companies may be subject to wider price fluctuations. When
making large sales, the Fund may have to sell portfolio holdings at discounts
from quoted prices or may have to make a series of small sales over an extended
period of time.
Investments in equity securities are subject to inherent market risks and
fluctuations in value due to earnings, economic conditions and other factors
beyond the control of the Advisor. As a result, the return and net asset value
of the Fund will fluctuate. Securities in the Fund's portfolio may not increase
as much as the market as a whole and some undervalued securities may continue to
be undervalued for long periods of time. Some securities may be inactively
traded, i.e., not quoted daily in the financial press, and thus may not be
readily bought or sold. Although profits in some Fund holdings may be realized
quickly, it is not expected that most investments will appreciate rapidly.
FOREIGN COMPANIES. The Fund may invest up to 10% of its total assets at the time
of purchase in securities of foreign issuers. When selecting foreign
investments, the Advisor will seek to invest in securities that have investment
characteristics and qualities comparable to the kinds of domestic securities in
which the Fund invests. The Fund may invest in securities of foreign issuers
directly or in the form of sponsored American Depository Receipts. American
Depository Receipts are receipts typically issued by an American bank or trust
company that evidence ownership of underlying securities issued by a foreign
corporation. Foreign investments may be subject to special
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risks, including future political and economic developments and the possibility
of seizure or nationalization of companies, the imposition of withholding taxes
on income, establishment of exchange controls or adoption of other restrictions,
that might affect an investment adversely. The Fund will not invest in
securities of foreign issuers which are not listed on a recognized domestic or
foreign exchange.
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 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 Advisor's opinion. See the Statement of
Additional Information for a further description of money market investments.
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 Fund's portfolio is fully invested in equity
securities, it may be expected that the net asset value of the Fund will be
subject to greater fluctuation than a portfolio containing mostly fixed income
securities. The Fund may borrow using its assets as collateral, but only under
certain limited conditions. Borrowing, if done, would tend to exaggerate the
effects of market fluctuations on the Fund's net asset value until repaid.
(See "Borrowing.")
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
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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.
PORTFOLIO TURNOVER. By utilizing the approach to investing described herein,
annual portfolio turnover will generally not exceed 50%. 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 resell it to the vendor (normally a member bank of the Federal
Reserve or a registered Government Securities dealer) for delivery on an agreed
upon future date. The repurchase price exceeds the purchase price by an amount
which reflects an agreed upon interest rate earned by the Fund effective for the
period of time during which the repurchase agreement is in effect. Delivery
pursuant to the resale typically will occur within one to five days of the
purchase. For purposes of the Investment Company Act of 1940 (the "1940 Act"), a
repurchase agreement is considered to be a loan collateralized by the securities
subject to the repurchase agreement. The Fund will not enter into a repurchase
agreement which will cause more than 10% of its assets to be invested in
repurchase agreements which extend beyond seven days and other illiquid
securities.
INVESTMENT LIMITATIONS. For the purpose of limiting the Fund's exposure to risk,
the Fund has adopted certain limitations which, together with its investment
objective, are considered fundamental policies which may not be changed without
shareholder approval. The Fund will not: (1) 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; (2) invest in
restricted securities, or invest more than 15% of the Fund's net assets in other
illiquid securities, including repurchase agreements maturing in over seven
days, and other securities for
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which there is no established market or for which market quotations are not
readily available; (3) write, acquire or sell puts, calls or combinations
thereof, or purchase or sell commodities, commodities contracts, futures
contracts or related options; and (4) purchase securities of other investment
companies, except through purchases in the open market involving only customary
brokerage commissions and as a result of which not more than 5% of the Fund's
total assets would be invested in such securities, or except as part of a
merger, consolidation or other acquisition. Other fundamental investment
limitations are listed in the Statement of Additional Information.
HOW TO PURCHASE SHARES
There are NO SALES COMMISSIONS CHARGED TO INVESTORS. Assistance in opening
accounts may be obtained by calling 1-800-281-3217, 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 $10,000 ($2,000 for tax-deferred retirement
plans). 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.
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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
Fund, and mail it to:
The Davenport Equity Fund
c/o Davenport & Company LLC
One James Center
901 East Cary Street
Richmond, Virginia 23219
Attention: John P. Ackerly
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
1-800-281-3217, 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.
ABA# 042000013
For The Davenport Equity Fund #485777056 (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 1-800-281-3217 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.
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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 15th day and/or the last business day of the
month. 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.
The Board of Trustees reserves the right to involuntarily redeem any account
having an account value of less than $10,000 (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 $10,000 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 1-800-281-3217, or write to the address shown below.
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REGULAR MAIL REDEMPTIONS. Your request should be addressed to The Davenport
Equity Fund, c/o Davenport & Co. LLC, One James Center, 901 East Cary Street,
Richmond, Virginia 23219. 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.")
<PAGE>
If your instructions request a redemption by wire, you will be charged a $9
processing fee by the Fund's Custodian. The Administrator reserves the right,
upon thirty days' written notice, to change the processing fee. 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.
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 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). 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.
Obligations 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. See the Statement of
Additional Information for further details.
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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. When market quotations are
not readily available, fixed income securities may be valued on the basis of
prices provided by an independent pricing service. The prices provided by the
pricing service are determined with consideration given to institutional bid and
last sale prices and take into account securities prices, yields, maturities,
call features, ratings, institutional trading in similar groups of securities
and developments related to specific securities. The Trustees will satisfy
themselves that such pricing services consider all appropriate factors relevant
to the value of such securities in determining their fair value. 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, Davenport
& Company LLC (the "Advisor") provides the Fund with a continuous program of
supervision of its 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.
Davenport & Company LLC was originally organized in 1863, reorganized as a
Virginia corporation in 1972, and subsequently converted to a Limited Liability
Company in 1997. Through two Sub-S corporation unitholders, the Advisor has 99
owners all of whom are employees of the Advisor and none of whom own in excess
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of 10% of the Advisor. In addition to acting as Adviser to the Fund, the Advisor
also provides investment advice to corporations, trusts, pension and profit
sharing plans, other business and institutional accounts and individuals.
Joseph L. Antrim is primarily responsible for managing the portfolio of the Fund
in consultation with the Advisor's Investment Policy Committee. The members of
the Advisor's Investment Policy Committee are:
JOSEPH L. ANTRIM, CFA, 52, is a graduate of the University of Virginia and began
his investment career with Chemical Bank in New York City in 1968. Subsequently
he joined Branch & Co., a Richmond brokerage firm, as a securities analyst. Mr
Antrim became associated with the Advisor when Branch & Co. was merged with the
Advisor in 1975. Mr. Antrim is an Executive Vice President, member of the
Executive Committee, and Director of the Advisor and manages the Advisor's
Investment Advisory division.
MICHAEL S. BEALL, CFA, CPA, 43, graduated from the University of Virginia with
undergraduate and masters degrees in accounting. Prior to joining the Advisor in
1980, he was employed by a "Big Six" accounting firm. Mr. Beall is an Executive
Vice President, member of the Executive Committee and a Director of the Advisor.
JAMES C. HAMILTON, JR., 65, graduated from Yale University in 1954 and after
serving three years as an officer in the United States Air Force he began his
career with a New York investment firm. Mr. Hamilton joined the Advisor in 1968
and is a First Vice President and a Director of the Advisor.
BEVERLEY B. MUNFORD, III, CFA, 70, graduated from the University of Virginia in
1950 and has spent his entire career with the Advisor. Mr. Munford is Vice
Chairman of the Advisor and a former member of the Executive Committee. Mr.
Munford also serves as a Trustee of the Advisor's Employee Profit-Sharing Plan.
HUNTER R. PETTUS, JR., 69, is a graduate of the University of Virginia and
joined the Advisor in 1960. Mr. Pettus is a Senior Vice President and Director
of the Advisor and is a former member of the Executive Committee. Mr. Pettus
also serves as a Trustee of the Advisor's Employee Profit-Sharing Plan.
Compensation of the Advisor is at the annual rate of 0.75% of the Fund's average
daily net assets. The Advisor intends to waive its advisory fees to the extent
necessary to limit the total operating expenses of the Fund to 1.15% 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 1.15% of its average daily net assets.
<PAGE>
The Advisor's address is One James Center, 901 East Cary Street, Richmond,
Virginia 23219.
ADMINISTRATOR. 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. The
Administrator is an indirect wholly-owned subsidiary of Countrywide Credit
Industries, Inc. a New York Stock Exchange-listed Company principally engaged in
the business of residential mortgage lending. The Administrator supplies
executive, administrative and regulatory services, supervises the preparation of
tax returns, and coordinates the preparation of reports to shareholders and
reports to and filings with the Securities and Exchange Commission and state
securities authorities. In addition, the Administrator calculates daily net
asset value per share and maintains such books and records as are necessary to
enable it to perform its duties.
The Fund pays the Administrator a fee for these services at the annual rate of
0.20% of the average value of its daily net assets up to $25 million, 0.175% on
the next $25 million of such assets and 0.15% of such assets in excess of $50
million; provided, however, that the minimum fee is $2,000 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 Star Bank, N.A. (the
"Custodian"). The Custodian's mailing address is 425 Walnut Street, Cincinnati,
Ohio 45202. The 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, 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
<PAGE>
its belief, is equal to the actual expenses expected to be incurred by the Fund
in accordance with generally accepted accounting practices.
BROKERAGE. The Fund has adopted brokerage policies which allow the Advisor to
prefer brokers which provide research or other valuable services to the 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 Advisor for its
other clients; conversely, the Fund may benefit from research services obtained
through the brokerage transactions of the Advisor's other clients. Subject to
the requirements of the 1940 Act 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. It is anticipated that a substantial portion of the Fund's portfolio
transactions may be executed by the Advisor, for which it will receive brokerage
commissions. 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.
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 and pay dividends from net investment income quarterly. Net
capital gains, if any, are distributed annually.
<PAGE>
The Fund will 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.
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 for the Fund. 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 twelve funds,
or series, to be issued. Shares of all twelve 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; The Jamestown Equity Fund, The
Jamestown Balanced Fund, The Jamestown International Equity Fund and The
Jamestown Tax Exempt Virginia Fund, which are managed by Lowe, Brockenbrough &
Tattersall, Inc. of Richmond, Virginia; and shares of The Jamestown Bond Fund
and The Jamestown Short Term Bond Fund, which are managed by Tattersall Advisory
Group, Inc. of Richmond, Virginia. 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 Funds shall be entitled to
vote thereon. Examples of matters which affect only a particular Fund could be a
proposed change in the fundamental investment objective 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 Funds at the
address shown on the cover.
<PAGE>
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 the Fund has been operating less than 1, 5 or 10 years, the time
period during which the Fund has been operating is substituted.
In addition, the Fund may advertise other total return performance data
("Nonstandardized Return"). Nonstandardized Return shows as a percentage rate of
return encompassing all elements of return (i.e., income and capital
appreciation or depreciation); it assumes reinvestment of all dividends and
capital gain distributions. Nonstandardized Return may e 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.
<PAGE>
Rep Name and Number_____________________ Account No.________________________
(For Fund Use Only)
THE DAVENPORT EQUITY FUND
Send completed application to:
THE DAVENPORT EQUITY FUND
c/o Davenport & Company LLC
One James Center
901 East Cary Street
FUND SHARES APPLICATION Richmond, VA 23219
(Please type or print clearly) Attention: John P. Ackerly
________________________________________________________________________________
ACCOUNT REGISTRATION
[ ] Individual _________________________________________________________________
(First Name) (Middle Initial) (Last Name) (Birthdate) (SS#)
[ ] Joint* _________________________________________________________________
(First Name) (Middle Initial) (Last Name) (Birthdate) (SS#)
* Joint accounts will be registered joint tenants with the right of
survivorship unless otherwise indicated.
[ ] UGMA/UTMA ___________________________________________ under the ___________
(First Name) (Middle Initial) (Last Name) (State)
Uniform Gifts/Transfers to Minors Act
____________________________________________________ as Custodian
(First Name) (Middle Name) (Last Name)
_________________________________________________________________
(Birthdate of Minor) (SS # of Minor)
[ ] For Corporations
Partnerships,
Trusts, Retire-
ment Plans and
Third Party IRAs
_________________________________________________________________
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.
_________________________________________________________________
(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: $10,000)
[ ] Enclosed is a check payable to THE DAVENPORT EQUITY FUND for $______________
[ ] 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.
ABA #042000013
For credit Davenport Equity Fund #485777056
For (shareholder name and Social Security or Taxpayer ID Number)
________________________________________________________________________________
DIVIDEND AND DISTRIBUTION INSTRUCTIONS
[ ] Reinvest all dividends and capital gains distributions
[ ] Reinvest all capital gain distributions; dividends to be paid in cash
[ ] Pay all dividends and capital gain distributions in cash
[ ] By Check [ ] By ACH to my bank checking or savings account.
Please attach a voided check.
<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.
[ ] New Application
[ ] 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 DAVENPORT EQUITY FUND for the Registered Owner and to execute and deliver
any instrument necessary to effectuate the authority hereby conferred:
Name Title Signature
________________________ ______________________ ____________________________
________________________ ______________________ ____________________________
________________________ ______________________ ____________________________
THE DAVENPORT 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 their 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.
[ ] Please mail redemption proceeds to the name and address of record
[ ] 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: [ ] Monthly [ ] Quarterly
[ ] Please DEPOSIT DIRECTLY the proceeds to the bank account below
[ ] Please mail redemption proceeds to the name and address of record
AUTOMATIC INVESTMENT
Please purchase shares of The Davenport Equity Fund by withdrawing from the
commercial bank account below, per the instructions below:
Amount $___________ (minimum $100) Please make my automatic investment on:
__________________________________ [ ] the last business day of each month
(Name of Bank) [ ] the 15th day of each month
[ ] both the 15th and last business day
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
account 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 objectives and policies stated therein. The investor
hereby ratifies any instructions given pursuant to this Application and for
himself and his successors and assigns does hereby release Countrywide Fund
Services, Inc., Williamsburg Investment Trust, Davenport & Company LLC, 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 my 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) [ ].
____________________________________ ______________________________________
APPLICANT DATE JOINT APPLICANT DATE
____________________________________ ______________________________________
OTHER AUTHORIZED SIGNATORY DATE OTHER AUTHORIZED SIGNATORY DATE
<PAGE>
THE DAVENPORT EQUITY FUND
INVESTMENT ADVISOR
Davenport & Company LLC
One James Center
901 East Cary Street
Richmond, Virginia 23219-4037
1-800-281-3217
ADMINISTRATOR
Countrywide Fund Services, Inc.
312 Walnut Street
P.O. Box 5354
Cincinnati, Ohio 45201-5354
CUSTODIAN
Star Bank, N.A.
425 Walnut Street
Cincinnati, Ohio 45202
INDEPENDENT AUDITORS
Tait, Weller & Baker
Two Penn Center Plaza
Philadelphia, Pennsylvania 19102
LEGAL COUNSEL
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
BOARD OF TRUSTEES
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
Erwin H. Will, Jr.
Samuel B. Witt III
OFFICERS
Joseph L. Antrim III, President
Coleman Wortham III, Vice President
J. Lee Keiger III, Vice President
John P. Ackerly IV, 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.
