STATEMENT OF ADDITIONAL INFORMATION
THE JAMESTOWN BALANCED FUND
THE JAMESTOWN EQUITY FUND
AUGUST 1, 2000
(REVISED AUGUST 15, 2000)
SERIES OF
WILLIAMSBURG INVESTMENT TRUST
312 WALNUT STREET, 21ST FLOOR
CINCINNATI, OHIO 45202
TELEPHONE 1-800-443-4249
TABLE OF CONTENTS
INVESTMENT OBJECTIVES AND POLICIES............................................ 2
DESCRIPTION OF BOND RATINGS................................................... 4
INVESTMENT LIMITATIONS........................................................ 7
TRUSTEES AND OFFICERS......................................................... 8
INVESTMENT ADVISER............................................................12
ADMINISTRATOR.................................................................13
DISTRIBUTOR...................................................................14
OTHER SERVICES................................................................14
BROKERAGE.....................................................................14
SPECIAL SHAREHOLDER SERVICES..................................................15
PURCHASE OF SHARES............................................................17
REDEMPTION OF SHARES..........................................................18
NET ASSET VALUE DETERMINATION.................................................18
ALLOCATION OF TRUST EXPENSES..................................................18
ADDITIONAL TAX INFORMATION....................................................19
CAPITAL SHARES AND VOTING.....................................................20
CALCULATION OF PERFORMANCE DATA...............................................21
FINANCIAL STATEMENTS AND REPORTS..............................................23
This Statement of Additional Information is not a prospectus and should only be
read in conjunction with the Prospectus of both The Jamestown Balanced Fund and
The Jamestown Equity Fund (the "Funds") dated August 1, 2000. The Prospectus may
be obtained from the Funds, at the address and phone number shown above, at no
charge.
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INVESTMENT OBJECTIVES AND POLICIES
All information contained herein applies to both The Jamestown Balanced Fund
(the "Balanced Fund") and The Jamestown Equity Fund (the "Equity Fund") unless
otherwise noted.
The investment objectives and policies of the Funds are described in the
Prospectus. Supplemental information about these policies is set forth below.
Certain capitalized terms used herein are defined in the Prospectus.
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.
FOREIGN SECURITIES. Because of the inherent risk of foreign securities over
domestic issues, the Funds will not invest in foreign investments except those
traded domestically as American Depository Receipts ("ADRs"). The Funds may
invest in foreign securities if the Adviser believes such investment would be
consistent with the Funds' investment objectives. The same factors would be
considered in selecting foreign securities as with domestic securities, as
discussed in the Prospectus. 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.
REPURCHASE AGREEMENTS. The Funds may acquire U.S. Government Securities subject
to repurchase agreements. A repurchase transaction occurs when, at the time a
Fund purchases a 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.
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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
Funds' 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 Funds hold a perfected security interest in the Repurchase Securities
and can therefore sell the instrument promptly. Under guidelines issued by the
Trustees, the Adviser 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 Funds' custodian either directly or through a securities depository.
U.S. GOVERNMENT SECURITIES. The Balanced 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 Balanced 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.
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.
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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 Funds. 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 Funds acquire a Bankers' Acceptance, the
bank which "accepted" the time draft is liable 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 Funds 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 Funds 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 Adviser'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 Funds only
through the Master Note program of the Funds' custodian, acting as administrator
thereof. The Adviser 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
Funds.
FORWARD COMMITMENT AND WHEN-ISSUED SECURITIES. The Balanced 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
Balanced 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 Balanced
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 Adviser felt such action was appropriate. In
such a case, the Fund could incur a short-term gain or loss.
HEDGING TECHNIQUES
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Unless otherwise indicated, each Fund may invest in the following derivative
securities to seek to hedge all or a portion of its assets against market value
changes resulting from changes in
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securities prices. 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.
WRITING COVERED CALL OPTIONS. The Funds may write covered call options on equity
securities 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 at a specified
price (the exercise price) at any time until a certain date (the expiration
date). A 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 Adviser 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.
Each 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.
WRITING COVERED PUT OPTIONS. Each Fund may write covered put options on equity
securities 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 a Fund writes a covered put option, it maintains in a
segregated account with its Custodian cash or liquid securities 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 a 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.
Each Fund may not write a put option if, immediately thereafter, more than 25%
of its net assets would be committed to such transactions.
OPTIONS TRANSACTIONS GENERALLY. Option transactions in which the Funds may
engage involve the specific risks described above as well as the following
risks: the writer of an option may be
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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 a Fund may affect its portfolio turnover rate
and the amount of brokerage commissions paid by the Fund. The success of the
Funds in using the option strategies described above depends, among other
things, on the Adviser's ability to predict the direction and volatility of
price movements in the options and securities markets and the Adviser's ability
to select the proper time, type and duration of the options.
The Funds' ability to establish and close out positions in options will be
subject to the existence of a liquid secondary market. Although the Funds
generally will purchase or sell only those 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 option or at any particular time.
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
Adviser believes that the quality of fixed-income securities in which the
Balanced 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.
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.
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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.
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.
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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.
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 Funds have adopted the following investment limitations, in addition to
those described in the Prospectus, which cannot be changed without approval by
holders of a majority of the outstanding voting shares of the Funds. A
"majority" for this purpose, means the lesser of (i) 67% of a 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, each 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
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Adviser 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 Funds
may invest in the securities of companies (other than those which are not
readily marketable) which own or deal in such things, and the Funds may
invest in certain mortgage backed securities as described in the Prospectus
under "Investment Objectives, Investment Policies and Risk Considerations";
(6) Underwrite securities issued by others, except to the extent a 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 Funds 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) Participate on a joint or joint and several basis in any trading account in
securities;
(10) Make loans of money or securities, except that the Funds may invest in
repurchase agreements;
(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); or
(12) Write, purchase or sell commodities, commodities contracts, commodities
futures contracts, warrants on commodities or related options.
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 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 (the first restriction in the Prospectus) each Fund will,
to the extent necessary, reduce its existing borrowings to comply with the
limitation.
While the Funds have reserved the right to make short sales "against the box"
(limitation number 8, above), the Adviser has no present intention of engaging
in such transactions at this time or during the coming year.
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TRUSTEES AND OFFICERS
The Board of Trustees supervises the activities of the Williamsburg Investment
Trust (the "Trust"). Following are the Trustees and executive officers of the
Trust, their present position with the Trust or Funds, age, principal occupation
during the past 5 years and their aggregate compensation from the Trust for the
fiscal year ended March 31, 2000:
<TABLE>
<CAPTION>
Name, Position, Principal Occupation Compensation
Age and Address During Past 5 Years From the Trust
------------------ -------------------- ---------------
<S> <C> <C>
Austin Brockenbrough III (age 63) President and Managing Director None
Trustee** of Lowe, Brockenbrough & Company,
President Inc., Richmond, Virginia;
The Jamestown International Equity Fund Director of Tredegar Industries,
The Jamestown Tax Exempt Virginia Fund Inc. (plastics manufacturer) and
6620 West Broad Street Wilkinson O'Grady & Co. Inc.
Suite 300 (global asset manager); Trustee
Richmond, Virginia 23230 of University of Richmond
John T. Bruce (age 46) Principal of Flippin, Bruce & None
Trustee and Chairman** Porter, Inc., Lynchburg, Virginia
Vice President
FBP Contrarian Balanced Fund
FBP Contrarian Equity Fund
800 Main Street
Lynchburg, Virginia 24504
Charles M. Caravati, Jr. (age 63) Physician of Dermatology $12,500
Trustee** Associates of Virginia, P.C.,
931 Broad Street Road Richmond, Virginia
Manakin Sabot, Virginia 23103
J. Finley Lee (age 60) Julian Price Professor Emeritus $12,500
Trustee of Business Administration
614 Gristmill Lane University of North Carolina,
Chapel Hill, North Carolina 27514 Chapel Hill, North Carolina;
Director of Montgomery Indemnity
Insurance Co.; Trustee of
Albemarle Investment Trust
(registered investment company)
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Richard Mitchell (age 51) Principal of T. Leavell & None
Trustee** Associates, Inc., Mobile,
President 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 61) Chancellor of University of $12,500
Trustee Richmond, Richmond, Virginia;
University of Richmond Director of Tredegar Industries,
G19 Boatright Library Inc. (plastics manufacturer)
Richmond, Virginia 23173
Harris V. Morrissette (age 40) President of Marshall Biscuit $12,500
Trustee Co. Inc., Chairman of Azalea
1500 S. Beltline Hwy. Aviation, Inc. (airplane fueling)
Mobile, Alabama 36693
Erwin H. Will, Jr. (age 67) Chief Investment Officer of $12,500
Trustee Virginia Retirement System,
1200 East Main Street Richmond, Virginia
Richmond, Virginia 23219
Samuel B. Witt III (age 64) Senior Vice President and General $13,500
Trustee Counsel of Stateside Associates,
2300 Clarendon Blvd. Inc., Arlington, Virginia;
Suite 407 Director of The Swiss Helvetia
Arlington, Virginia 22201 Fund, Inc. (closed-end investment
company)
John P. Ackerly IV (age 37) Portfolio Manager of Davenport & None
Vice President Company LLC, Richmond, Virginia.
The Davenport Equity Fund
One James Center, 901 E. Cary St.
Richmond, Virginia 23219
Joseph L. Antrim III (age 55) Executive Vice President of None
President Davenport & Company LLC,
The Davenport Equity Fund Richmond, Virginia
One James Center, 901 E. Cary St.
Richmond, Virginia 23219
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Daniel J. Simonson (age 36) Fund Accounting Manager of None
Treasurer Integrated Fund Services, Inc.
312 Walnut Street, 21st Floor (registered transfer agent and
Cincinnati, Ohio 45202 administrator of the Trust),
Cincinnati, Ohio
Charles M. Caravati III (age 34) Assistant Portfolio Manager of None
Vice President Lowe, Brockenbrough & Company,
The Jamestown Balanced Fund Inc., Richmond, Virginia
The Jamestown Equity Fund
The Jamestown International Equity Fund
6620 West Broad Street
Suite 300
Richmond, Virginia 23230
John M. Flippin (age 58) Principal of Flippin, Bruce & None
President Porter, Inc., Lynchburg, Virginia
FBP Contrarian Balanced Fund
FBP Contrarian Equity Fund
800 Main Street
Lynchburg, Virginia 24504
Timothy S. Healey (age 47) Principal of T. Leavell & None
Vice President Associates, Inc., Mobile,
The Alabama Tax Free Bond Fund Alabama
600 Luckie Drive
Luckie Building, Suite 305
Birmingham, Alabama 35223
Tina D. Hosking (age 31) Vice President and Associate None
Secretary General Counsel of Integrated
312 Walnut Street, 21st Floor Fund Services, Inc. and of IFS
Cincinnati, Ohio 45202 Fund Distributors, Inc.
(registered broker-dealer and
the Funds' principal underwriter),
Cincinnati, Ohio
J Lee Keiger III (age 45) First Vice President and Chief None
Vice President Financial Officer of Davenport &
The Davenport Equity Fund Company LLC, Richmond, Virginia
One James Center, 901 E. Cary St.
Richmond, Virginia 23219
R. Gregory Porter III (age 59) Principal of Flippin, Bruce & None
Vice President Porter, Inc., Lynchburg, Virginia
FBP Contrarian Balanced Fund
FBP Contrarian Equity Fund
800 Main Street
Lynchburg, Virginia 24504
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Henry C. Spalding, Jr. (age 62) Executive Vice President of None
President Lowe, Brockenbrough & Company,
The Jamestown Balanced Fund Inc., Richmond, Virginia
The Jamestown Equity Fund
6620 West Broad Street
Suite 300
Richmond, Virginia 23230
Connie R. Taylor (age 49) Administrator of Lowe, None
Vice President Brockenbrough & Company, Inc.,
The Jamestown Balanced Fund Richmond, Virginia
The Jamestown Equity Fund
6620 West Broad Street
Suite 300
Richmond, Virginia 23230
Beth Ann Walk (age 41) Portfolio Manager of Lowe, None
Vice President Brockenbrough & Company, Inc.,
The Jamestown Tax Exempt Virginia Fund Richmond, Virginia
6620 West Broad Street
Suite 300
Richmond, Virginia 23230
Coleman Wortham III (age 54) President and Chief Executive None
Vice President Officer of Davenport & Company
The Davenport Equity Fund LLC, Richmond, Virginia
One James Center, 901 E. Cary St.
Richmond, Virginia 23219
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** Indicates that Trustee is an Interested Person for purposes of the Investment
Company Act of 1940. Charles M. Caravati, Jr. is the father of Charles M.
Caravati III.
Messrs. Lee, Morrill, Morrissette, Will and Witt constitute the Trust's
Nominating Committee. Messrs. Lee, Morrill, Morrissette, Will 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.
PRINCIPAL HOLDERS OF VOTING SECURITIES. As of July 7, 2000, the Trustees and
Officers of the Trust as a group owned beneficially (i.e., had voting and/or
investment power) less than 1.26% of the then-outstanding shares of the Balanced
Fund and less than 1% of the then-outstanding shares of the Equity Fund. As of
that same date, Charles Schwab & Co., Inc., 101 Montgomery Street, San
Francisco, CA 94104 owned of record 10.08% of the then-outstanding shares of the
Balanced Fund. Also as of that same date Charles Schwab & Co., Inc., 101
Montgomery Street, San Francisco, CA 94104 owned of record 11.51% and John M.
Street and Joanne N. Street, 315 Cheswick Lane, Richmond, VA 23229, owned of
record 6.06% of the then-outstanding shares of the Equity Fund.
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INVESTMENT ADVISER
Lowe, Brockenbrough & Company, Inc. (the "Adviser") supervises each Fund's
investments pursuant to an Advisory Agreement (the "Advisory Agreement")
described in the Prospectus. The Advisory Agreement is effective until February
28, 2001 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 Funds' 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 Adviser 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 Adviser. The Advisory Agreement
provides that it will terminate automatically in the event of its assignment.
Compensation of the Adviser 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%; and on assets over $500
million, 0.55%. For the fiscal years ended March 31, 2000, 1999 and 1998, the
Balanced Fund paid the Adviser advisory fees of $759,276, $680,064 and $561,887,
respectively.
Compensation of the Adviser 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%; and on assets over $500 million, 0.55%. For the fiscal
years ended March 31, 2000, 1999 and 1998, the Equity Fund paid the Adviser
advisory fees of $436,091, $361,874 and $259,757, respectively.
The Adviser, organized as a Virginia corporation in 1970, is controlled by its
sole shareholder, Austin Brockenbrough III. In addition to acting as Adviser to
the Funds, the Adviser serves as investment Adviser to two 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 Adviser provides a continuous investment program for the Funds, including
investment research and management with respect to all securities, investments,
cash and cash equivalents of the Funds. The Adviser determines what securities
and other investments will be purchased, retained or sold by the Funds, and does
so in accordance with the investment objectives and policies of the Funds as
described herein and in the Prospectus. The Adviser places all securities orders
for the Funds, determining with which broker, dealer, or issuer to place the
orders. The Adviser must adhere to the brokerage policies of the Funds in
placing all orders, the substance of which policies are that the Adviser must
seek at all times the most favorable price and execution for all securities
brokerage transactions. The Adviser also provides, at its own expense, certain
Executive Officers to the Trust, and pays the entire cost of distributing Fund
shares.
The Adviser may compensate dealers or others based on sales of shares of the
Funds to clients of such dealers or others or based on the average balance of
all accounts in the Funds for which such dealers or others are designated as the
person responsible for the account.
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Prior to December 1, 1998, Tattersall Advisory Group, Inc. (the "Sub-Adviser")
was responsible for supervising the Balanced Fund's fixed income investments
pursuant to a Sub-Advisory Agreement among the Sub-Adviser, the Adviser and the
Trust. Compensation of the Sub-Adviser was paid by the Adviser (not the Balanced
Fund) in the amount of $5,000 per year.
ADMINISTRATOR
The Fund has retained Integrated Fund Services, Inc., (the "Administrator") P.O.
Box 5354, Cincinnati, Ohio 45201 to provide administrative, pricing, accounting,
dividend, disbursing, shareholder servicing and transfer agent services. The
Administrator is a wholly-owned indirect subsidiary of The Western and Southern
Life Insurance Company. The Administrator maintains the records of each
shareholder's account, answers shareholders' inquiries concerning their
accounts, processes purchases and redemptions of each 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 Funds and supplies non-investment related statistical and
research data, internal regulatory compliance services and executive and
administrative services. The Administrator supervises the preparation of tax
returns, reports to shareholders of the Funds, 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, each Fund pays the
Administrator a fee at the annual rate of 0.18% of the average value of its
daily net assets up to $25,000,000, 0.155% of such assets from $25,000,000 to
$50,000,000 and 0.13% of such assets in excess of $50,000,000; provided,
however, that the minimum fee is $2,000 per month for each Fund. In addition,
the Funds pay out-of-pocket expenses, including but not limited to, postage,
envelopes, checks, drafts, forms, reports, record storage and communication
lines.
For the fiscal years ended March 31, 2000, 1999 and 1998, the Administrator
received fees of $193,587, $175,782 and $148,539, respectively, from the
Balanced Fund and $119,167, $102,461 and $76,276, respectively, from the Equity
Fund.
DISTRIBUTOR
IFS Fund Distributors, Inc. (the "Distributor"), 312 Walnut Street, Cincinnati,
Ohio 45202, serves as principal underwriter for the Funds pursuant to an
Underwriting Agreement. Shares are sold on a continuous basis by the
Distributor. The Distributor has agreed to use its best efforts to solicit
orders for the sale of Fund shares, but it is not obliged to sell any particular
amount of shares. The Underwriting Agreement provides that, unless sooner
terminated, it will continue in effect for two years from the date of its
execution, and for continuous one-year periods thereafter if such continuance is
approved at least annually (i) by the Board of Trustees or a vote of a majority
of the outstanding shares, and (ii) by a majority of the Trustees who are not
"interested persons" of the Trust or of the Distributor by vote cast in person
at a meeting called for the purpose of voting on such approval. The Underwriting
Agreement may be terminated by the Funds at any time, without the payment of any
penalty, by vote of a majority of the Board of Trustees of the Trust or by vote
of a majority of the outstanding shares of the Funds on sixty days
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written notice to the Distributor, or by the Distributor at any time, without
the payment of any penalty, on sixty days written notice to the Trust. The
Underwriting Agreement will automatically terminate in the event of its
assignment. Tina D. Hosking is an officer of both the Trust and the Distributor.
OTHER SERVICES
The firm of Tait, Weller & Baker, Eight Penn Center Plaza, Suite 800,
Philadelphia, Pennsylvania 19103 has been retained by the Board of Trustees to
perform an independent audit of the books and records of the Trust, to review
the Funds' 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 Funds' assets is Firstar Bank, N.A, 425 Walnut Street,
Cincinnati, Ohio 45202. The Custodian holds all cash and securities of the Funds
(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 Funds.
BROKERAGE
It is the Funds' practice to seek the best price and execution for all portfolio
securities transactions. The Adviser (subject to the general supervision of the
Board of Trustees) directs the execution of the Funds' portfolio transactions.
The Trust has adopted a policy which prohibits the Adviser from effecting Fund
portfolio transactions with broker-dealers which may be interested persons of
either Fund, the Trust, any Trustee, officer or director of the Trust or its
investment Advisers or any interested person of such persons.
The Balanced Fund's fixed income portfolio transactions will normally be
principal transactions executed in over-the-counter markets and will be executed
on a "net" basis, which may include a dealer markup. The Funds' 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.
For the fiscal years ended March 31, 2000, 1999 and 1998, the total amount of
brokerage commissions paid by the Balanced Fund was $101,739, $150,621 and
$91,394, respectively. For the fiscal years ended March 31, 2000, 1999 and 1998,
the total amount of brokerage commissions paid by the Equity Fund was $93,495,
$129,714 and $66,628, respectively.
While there is no formula, agreement or undertaking to do so, the Adviser may
allocate a portion of either Fund's brokerage commissions to persons or firms
providing the Adviser 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 Adviser for the benefit of the other clients it may have. Conversely, the
Funds may benefit from
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such transactions effected for the benefit of other clients. In all cases, the
Adviser is obligated to effect transactions for the Funds based upon obtaining
the most favorable price and execution. Factors considered by the Adviser in
determining whether the Funds 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
Adviser's perception of the broker's reliability, integrity and financial
condition.
In order to reduce the total operating expenses of the Funds, each Fund's
custodian fees and a portion of other operating expenses have been paid through
an arrangement with a third party broker-dealer who is compensated through
commission trades. Expenses reimbursed through the directed brokerage
arrangement for the fiscal year ended March 31, 2000 were $24,000 for the
Balanced Fund and $18,000 for the Equity Fund.
As of March 31, 2000, the Balanced Fund held securities issued by Merrill Lynch,
Pierce, Fenner & Smith, Inc. (the market value of which was $261,687) and
Goldman, Sachs & Co. (the market value of which was $889,675). Merrill Lynch,
Pierce, Fenner & Smith, Inc. and Goldman, Sachs & Co. are two of the Trust's
"regular broker-dealers" (as defined in the 1940 Act).
CODE OF ETHICS. The Trust, the Adviser and the Distributor have adopted Codes of
Ethics under Rule 17j-1 of the 1940 Act which permit personnel subject to the
Codes to invest in securities, including securities that may be purchased or
held by the Funds. The Codes of Ethics adopted by the Trust, the Adviser and the
Distributor are on public file with, and are available from, the SEC.
SPECIAL SHAREHOLDER SERVICES
As noted in the Prospectus, the Funds offer 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 Funds, a shareholder account is
opened in accordance with the investor's registration instructions. Each time
there is a transaction in a shareholder account, such as an additional
investment or the reinvestment of a dividend or distribution, the shareholder
will receive a statement showing the current transaction and all prior
transactions in the shareholder account during the calendar year to date.
AUTOMATIC INVESTMENT PLAN. The automatic investment plan enables shareholders to
make regular monthly or quarterly investment in shares through automatic charges
to their checking account. With shareholder authorization and bank approval, the
Administrator will automatically charge the checking account for the amount
specified ($100 minimum) which will be automatically invested in shares at the
public offering price on or about the last business day of the month or quarter.
The shareholder may change the amount of the investment or discontinue the plan
at any time by writing to the Administrator.
SYSTEMATIC WITHDRAWAL PLAN. Shareholders owning shares with a value of $10,000
or more may establish a Systematic Withdrawal Plan. A shareholder may receive
monthly or quarterly
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payments, in amounts of not less than $100 per payment, by authorizing the Funds
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 three business 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 the Prospectus under the heading "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 Funds. 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
Funds upon sixty days' written notice or by a shareholder upon written notice to
the Funds. Applications and further details may be obtained by calling the Funds
at 1-800-443-4249, or by writing to:
The Jamestown Balanced Fund
or
The Jamestown Equity Fund
Shareholder Services
P.O. Box 5354
Cincinnati, Ohio 45201-5354
PURCHASES IN KIND. The Funds may accept securities in lieu of cash in payment
for the purchase of shares of the Funds. The acceptance of such securities is at
the sole discretion of the Adviser based upon the suitability of the securities
accepted for inclusion as a long term investment of the Funds, the marketability
of such securities, and other factors which the Adviser 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 Funds do not intend, under normal circumstances, to
redeem their 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 Funds 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 Funds. Securities delivered in payment of
redemptions would be valued at the same value assigned to them in computing the
net asset value per share. Shareholders receiving them would incur brokerage
costs when these securities are sold. An irrevocable election may be filed under
Rule 18f-1 of the 1940 Act, wherein each Fund commits itself to pay redemptions
in cash, rather than in kind, to any shareholder of record of the Funds who
redeems during any ninety day period, the lesser of (a) $250,000 or (b) one
percent (1%) of a 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 Funds at the address shown herein. Your request should include
the following: (1) the Fund name and existing account registration; (2)
signature(s) of the registered owner(s) exactly as the
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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 Funds.
PURCHASE OF SHARES
The purchase price of shares of each Fund is the net asset value next determined
after the order is received. An order received prior to the close of the regular
session of trading on the New York Stock Exchange (the "Exchange"), generally
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 Funds until confirmed in writing (or unless other arrangements have been
made with the Funds, for example in the case of orders utilizing wire transfer
of funds) and payment has been received.
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 Funds are required to, and will, withhold taxes on all distributions and
redemption proceeds if the number is not delivered to the Funds within 60 days.
Each 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 FUNDS. The Funds have adopted initial investment
minimums for the purpose of reducing the cost to the Funds (and consequently to
the shareholders) of communicating with and servicing their shareholders.
However, a reduced minimum initial investment requirement of $1,000 applies to
Trustees, officers and employees of the Funds, the Adviser and certain parties
related thereto, including clients of the Adviser or any sponsor, officer,
committee member thereof, or the immediate family of any of them. In addition,
accounts having the same mailing address may be aggregated for purposes of the
minimum investment if they consent in writing to share a single mailing of
shareholder reports, proxy statements (but each such shareholder would receive
his/her own proxy) and other Fund literature.
REDEMPTION OF SHARES
Each 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
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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.
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.
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 Funds, and they have
adopted procedures to do so, as follows. The net asset value of each Fund is
determined as of the close of the regular session of trading on 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, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Fourth of July, Labor 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.
ALLOCATION OF TRUST EXPENSES
Each Fund of the Trust pays all of its own expenses not assumed by the Adviser
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 each Fund and its
shareholders; legal and auditing expenses; and the cost of stationery and forms
prepared exclusively for the Funds. 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.
ADDITIONAL TAX INFORMATION
TAXATION OF THE FUNDS. Each 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, each Fund
must distribute annually at least 90% of its net investment income. In addition
to this distribution requirement, each Fund must derive at least 90% of its
gross income each taxable year from dividends, interest, payments with respect
to securities' loans, gains from the disposition of stock or securities, and
certain other income.
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While the above requirements are aimed at qualification of the Funds as
regulated investment companies under Subchapter M of the Code, the Funds also
intend to comply with certain requirements of the Code to avoid liability for
federal income and excise tax. If the Funds remain qualified under Subchapter M,
they will not be subject to federal income tax to the extent they distribute
their taxable net investment income and net realized capital gains. A
nondeductible 4% federal excise tax will be imposed on each 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 each 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 Funds 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 FUNDS' DIVIDENDS AND DISTRIBUTIONS. Dividends paid by the
Funds 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 "Purchase of
Shares" above.
For corporate shareholders, the dividends received deduction, if applicable,
should apply to dividends from each Fund. Each 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.
CAPITAL SHARES AND VOTING
The Funds are 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 Funds under the laws
of Massachusetts governing the responsibilities of trustees of business trusts.
Shares of the Funds, 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
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or retire and (2) any Trustee may be removed with or without cause at any time
(a) by a written instrument, signed by at lease 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.
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 objectives or
policies of that Fund or a proposed change in the investment advisory agreement
for a particular Fund. The shares of the Fund will 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.
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.
Prior to January 24, 1994, the Trust was called The Nottingham Investment Trust.
CALCULATION OF PERFORMANCE DATA
As indicated in the Prospectus, each Fund may, from time to time, advertise
certain total return and yield information. The average annual total return of
the Funds 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 a 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
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formula P(l+T)n=ERV. The average annual total return quotations for the Balanced
Fund for the one year period ended March 31, 2000, for the five year period
ended March 31, 2000, for the ten year period ended March 31, 2000 and for the
period since inception (July 3, 1989) to March 31, 2000 are 15.90%, 17.88%,
13.12% and 12.50%, respectively. The average annual total return quotations for
the Equity Fund for the one year period ended March 31, 2000, for the five year
period ended March 31, 2000, and for the period since inception (December 1,
1992) to March 31, 2000 are 24.04%, 23.30% and 17.64%, respectively.
In addition, each 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, each 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:
6
Yield = 2[(a-b/cd + 1) - 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 yields of the Balanced Fund and the Equity
Fund for the 30 days ended March 31, 2000 were 1.92% and 0.08%, respectively.
The Funds' 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, each Fund may compare its performance to the S&P 500
Index, which is generally considered to be representative of the performance of
unmanaged common stocks that are publicly traded in the United States securities
markets. 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 Funds' past
23
<PAGE>
performance to that of other mutual funds and investment products. Of course,
past performance is not a guarantee of future results.
o LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund categories by
making comparative calculations using total return. Total return assumes
the reinvestment of all capital gains distributions and income dividends
and takes into account any change in net asset value over a specific period
of time.
o MORNINGSTAR, INC., an independent rating service, is the publisher of the
bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
NASDAQ-listed mutual funds of all types, according to their risk-adjusted
returns. The maximum rating is five stars, and ratings are effective for
two weeks.
Investors may use such indices in addition to the Funds' Prospectus to obtain a
more complete view of the Funds' performance before investing. Of course, when
comparing the Funds' 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 Funds 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 Funds based on monthly reinvestment
of dividends over a specified period of time.
From time to time the Funds 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 Funds may also disclose from time to
time information about their 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 Funds may also depict the historical performance
of the securities in which the Funds 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 Funds may also include in advertisements and in materials
furnished to present and prospective shareholders statements or illustrations
relating to the appropriateness of types of securities and/or mutual funds that
may be employed to meet specific financial goals, such as saving for retirement,
children's education, or other future needs.
FINANCIAL STATEMENTS AND REPORTS
The books of the Funds 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 Financial Statements of
the Funds as of March 31, 2000, together with the report of the independent
accountants thereon, are included on the following pages.
24
<PAGE>
THE
JAMESTOWN
FUNDS
No-Load Funds
ANNUAL REPORT
March 31, 2000
Investment Adviser
Lowe, Brockenbrough & Company, Inc.
Richmond, Virginia
THE JAMESTOWN FUNDS
INVESTMENT ADVISER
Lowe, Brockenbrough & Company, Inc.
6620 West Broad Street
Suite 300
Richmond, Virginia 23230
ADMINISTRATOR
Integrated Fund Services, Inc.
P.O. Box 5354
Cincinnati, Ohio 45201-5354
1-800-443-4249
INDEPENDENT AUDITORS
Tait, Weller & Baker
Eight Penn Center Plaza, Suite 800
Philadelphia, Pennsylvania 19103
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
Erwin H. Will, Jr.
Samuel B. Witt, III
<PAGE>
LETTER TO SHAREHOLDERS MAY 19, 2000
================================================================================
Dear Fellow Shareholders:
We are pleased to enclose for your review the audited Annual Report of the
Jamestown Funds for the year ended March 31, 2000.
THE JAMESTOWN BALANCED FUND
For the fiscal year ended March 31, 2000, the Jamestown Balanced Fund produced a
total return of 15.9% compared to the Lipper Balanced Index of 10.4%. The equity
market was strong over the past twelve months, but volatility increased to
historic highs as the market struggled between excellent corporate profit growth
and rising interest rates. Technology stocks continued as the driving force
behind the market advance with a 78.2% return over the past year. The Federal
Reserve raised the Federal Funds rate five times during the past twelve months,
and the Lehman Intermediate Bond Index only rose 2.1%.
The Jamestown Balanced Fund returned 18.2% on an annualized basis for the three
years ended March 31, 2000, comparing favorably to the 15.6% return for the
Lipper Balanced Index. For the five year period, the Fund generated a return of
17.8% versus 15.7% for the comparable Lipper Balanced Index.
The Fund grew in size to over $128 million in total net assets with 279
shareholders as of March 31, 2000.
THE JAMESTOWN EQUITY FUND
For the fiscal year ended March 31, 2000, the Jamestown Equity Fund had a total
return of 24.0%, outperforming the 19.3% return for the Lipper Large Cap Core
Index and the 17.9% return for the S&P 500 Index. Over the twelve months, the
equity market was driven by the 78.2% return generated by technology stocks.
Capital Goods stocks slightly outpaced the S&P 500 with a gain of 19.2%, but all
of the remaining major sectors underperformed the S&P 500. Despite very strong
corporate earnings growth, the market became increasingly concerned about the
Federal Reserve's desire to slow the economy by raising interest rates and
volatility increased significantly.
The Jamestown Equity Fund returned 24.5% on an annualized basis for the three
years ended March 31, 2000, versus 26.5% for the Lipper Large Cap Core Index.
For the five year period, the Fund returned 23.3% as compared to 24.5% for the
Index.
The Fund grew in size to over $77 million in total net assets with 361
shareholders as of March 31, 2000.
THE JAMESTOWN TAX EXEMPT VIRGINIA FUND
For the fiscal year ended March 31, 2000, the Jamestown Tax Exempt Virginia Fund
had a total return of 0.1%, compared to -0.2% for the Lipper Intermediate
Municipal Fund Index and -0.1% for the Lehman Municipal Bond Index. Yields rose
and prices dropped on municipal bonds as the Federal Reserve decided to raise
the federal funds rate by 25 basis points five times over the past twelve
months. As of March 31, 2000, this benchmark rate stood at 6.0%.
Some key characteristics of the Jamestown Tax Exempt Virginia Fund are as
follows:
Average Effective Maturity ............. 7.6 years
Average Effective Duration ............. 5.9 years
Average Weighted Coupon ................ 5.31%
SEC Yield .............................. 4.43%
Average Credit Quality ................. AA
2
<PAGE>
The Jamestown Tax Exempt Virginia Fund returned 4.3% on an annualized basis for
the three years ended March 31, 2000, versus 4.4% for the comparable Lipper
Intermediate Municipal Fund Index. For the five year period, the Jamestown Tax
Exempt Virginia Fund generated an annualized return of 4.7%, as to compared to
the 4.9% return for the Lipper Intermediate Municipal Fund Index.
The Jamestown Tax Exempt Virginia Fund grew in size to over $29 million in total
net assets with 79 shareholders as of March 31, 2000.
THE JAMESTOWN INTERNATIONAL EQUITY FUND
For the year ended March 31, 2000, the Jamestown International Equity Fund had a
total return of 39.4%. This return compares favorably with the 36.9% return
generated by the Lipper International Index and the 25.1% return of the Morgan
Stanley EAFE Index. The period was characterized by a strong rebound in Japan
and other Asian markets after the financial and economic crisis of late 1998.
Most European markets lagged the Asian markets after several years of strong
outperformance.
Throughout the year, the Fund benefited from a heavy weighting in
telecommunication and technology companies. As was the case in domestic markets,
shares of companies in the telecommunications and technology fields led the
markets higher around the globe. Foreign markets also benefited from a strong
economic rebound after the currency induced problems of 1998.
For the three years ended March 31, 2000, the Jamestown International Equity
Fund returned 25.2% on an annualized basis, versus 17.8% for the comparable
Lipper Index and 16.3% for the EAFE Index.
The Fund grew in size to over $85 million in total net assets with 292
shareholders as of March 31, 2000.
Thank you for your continued confidence in The Jamestown Funds.
Sincerely,
/s/ Austin Brockenbrough, III
Austin Brockenbrough, III
President
Jamestown Tax Exempt Virginia Fund
Jamestown International Equity Fund
/s/ Henry C. Spalding, Jr.
Henry C. Spalding, Jr.
President
Jamestown Balanced Fund
Jamestown Equity Fund
3
<PAGE>
The Jamestown Balanced Fund
--------------------------------------------------------------------------------
Comparison of the Change in Value of a $10,000 Investment in The Jamestown
Balanced Fund, the Standard & Poor's 500 Index and the Consumer Price Index
3/00
------
The Jamestown Balanced Fund $33,922
Standard & Poor's 500 Index $60,176
Consumer Price Index $13,290
--------------------------------------------------------------------------------
-------------------------------------
The Jamestown Balanced Fund
Average Annual Total Returns
1 Year 5 Years Since Inception*
15.90% 17.88% 13.12%
-------------------------------------
*Initial public offering of shares was July 3, 1989.
Past performance is not predictive of future performance.
The Jamestown Equity Fund
--------------------------------------------------------------------------------
Comparison of the Change in Value of a $10,000 Investment in The Jamestown
Equity Fund, the Standard & Poor's 500 Index and the Consumer Price Index
3/00
------
The Jamestown Equity Fund $32,944
Standard & Poor's 500 Index $40,543
Consumer Price Index $11,971
--------------------------------------------------------------------------------
-------------------------------------
The Jamestown Equity Fund
Average Annual Total Returns
1 Year 5 Years Since Inception*
24.04% 23.30% 17.64%
-------------------------------------
*Initial public offering of shares was December 1, 1992.
Past performance is not predictive of future performance.
4
<PAGE>
The Jamestown Tax Exempt Virginia Fund
--------------------------------------------------------------------------------
Comparison of the Change in Value of a $10,000 Investment in The Jamestown
Tax Exempt Virginia Fund, the Lipper Intermediate Municipal Fund Index and
the Lehman Municipal Bond Index
3/00
------
The Jamestown Tax Exempt Virginia Fund $13,066
Lipper Intermediate Municipal Fund Index $12,619
Lehman Municipal Bond Index $13,980
--------------------------------------------------------------------------------
-------------------------------------
The Jamestown Tax Exempt Virginia Fund
Average Annual Total Returns
1 Year 5 Years Since Inception*
0.04% 4.74% 4.14%
-------------------------------------
*Initial public offering of shares was September 1, 1993.
Past performance is not predictive of future performance.
The Jamestown International Equity Fund
--------------------------------------------------------------------------------
Comparison of the Change in Value of a $10,000 Investment in The Jamestown
International Equity Fund and the Morgan Stanley EAFE Index
3/00
------
The Jamestown International Equity Fund $19,478
Morgan Stanley EAFE Index $15,517
--------------------------------------------------------------------------------
-------------------------------------
The Jamestown International Equity Fund
Average Annual Total Returns
1 Year Since Inception*
39.35% 18.12%
-------------------------------------
*Initial public offering of shares was April 16, 1996.
Past performance is not predictive of future performance.
5
<PAGE>
<TABLE>
<CAPTION>
THE JAMESTOWN FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
MARCH 31, 2000
================================================================================================================================
Jamestown Jamestown
Jamestown Jamestown Tax Exempt International
Balanced Equity Virginia Equity
Fund Fund Fund Fund
--------------------------------------------------------------------------------------------------------------------------------
ASSETS
Investments in securities:
<S> <C> <C> <C> <C>
At acquisition cost ........................ $ 86,007,684 $ 45,080,116 $ 29,189,683 $ 57,812,502
============= ============ ============ ============
At value (Note 1) .......................... $ 127,621,603 $ 78,047,274 $ 29,010,792 $ 83,187,240
Cash denominated in foreign currency (Note 5) ...... -- -- -- 1,014,108
Dividends receivable ............................... 40,485 33,484 854 228,963
Interest receivable ................................ 666,120 -- 384,475 7,913
Receivable for securities sold ..................... -- -- 509,208 1,357,060
Receivable for capital shares sold ................. 369,902 3,000 400,000 3,000,244
Receivable from Administrator ...................... -- -- -- 38,875
Other assets ....................................... 11,555 24,227 2,067 29,543
------------- ------------ ------------ ------------
TOTAL ASSETS ............................... 128,709,665 78,107,985 30,307,396 88,863,946
------------- ------------ ------------ ------------
LIABILITIES
Bank overdraft ..................................... -- -- -- 580,501
Dividends payable .................................. 33,332 2,241 27,341 --
Distributions payable .............................. 168,989 218,819 -- --
Payable for securities purchased ................... -- -- 1,102,938 1,722,859
Payable for capital shares redeemed ................ 214,418 26,871 22,605 591,465
Accrued investment advisory fees (Note 3) .......... 67,684 40,582 9,671 73,087
Accrued administration fees (Note 3) ............... 16,910 10,743 3,565 12,390
Net unrealized depreciation on forward foreign
currency exchange contracts (Note 6) ....... -- -- -- 4,317
Other accrued expenses and liabilities ............. 7,247 -- 3,033 30,047
------------- ------------ ------------ ------------
TOTAL LIABILITIES .......................... 508,580 299,256 1,169,153 3,014,666
------------- ------------ ------------ ------------
NET ASSETS ................................................. $ 128,201,085 $ 77,808,729 $ 29,138,243 $ 85,849,280
============= ============ ============ ============
Net assets consist of:
Paid-in capital .................................... $ 86,734,918 $ 44,951,824 $ 29,590,313 $ 54,126,327
Accumulated net realized gains (losses) from
security and foreign currency transactions . -- -- (273,179) 6,391,613
Distributions in excess of net realized gains ...... (147,752) (110,253) -- --
Net unrealized appreciation (depreciation)
on investments ............................. 41,613,919 32,967,158 (178,891) 25,374,738
Net unrealized depreciation on translation of
assets and liabilities in foreign currencies -- -- -- (43,398)
------------- ------------ ------------ ------------
Net assets ................................................. $ 128,201,085 $ 77,808,729 $ 29,138,243 $ 85,849,280
============= ============ ============ ============
Shares of beneficial interest outstanding (unlimited
number of shares authorized, no par value) ......... 6,466,082 2,990,536 2,975,269 4,772,780
============= ============ ============ ============
Net asset value, offering price and redemption
price per share (Note 1) ........................... $ 19.83 $ 26.02 $ 9.79 $ 17.99
============= ============ ============ ============
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
<TABLE>
<CAPTION>
THE JAMESTOWN FUNDS
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 2000
=================================================================================================================================
Jamestown Jamestown
Jamestown Jamestown Tax Exempt International
Balanced Equity Virginia Equity
Fund Fund Fund Fund
---------------------------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME
<S> <C> <C> <C> <C>
Dividends ............................................ $ 633,703 $ 526,930 $ 1,349,019 $ 944,370
Foreign withholding taxes on dividends ............... -- -- -- (108,753)
Interest ............................................. 2,523,311 155,258 17,785 109,668
------------ ------------ ------------ ------------
TOTAL INVESTMENT INCOME ...................... 3,157,014 682,188 1,366,804 945,285
------------ ------------ ------------ ------------
EXPENSES
Investment advisory fees (Note 3) .................... 759,276 436,091 110,838 660,974
Administration fees (Note 3) ......................... 193,587 119,167 41,496 147,384
Custodian fees ....................................... 14,992 8,496 4,362 82,536
Registration fees .................................... 17,081 15,218 1,871 17,976
Professional fees .................................... 13,945 8,326 8,326 11,946
Pricing costs ........................................ 10,220 777 7,969 9,481
Trustees' fees and expenses .......................... 8,464 8,464 8,464 8,464
Printing of shareholder reports ...................... 5,858 6,419 3,694 5,344
Other expenses ....................................... 5,157 5,928 2,378 9,137
------------ ------------ ------------ ------------
TOTAL EXPENSES ............................... 1,028,580 608,886 189,398 953,242
Expenses reimbursed through a directed
brokerage arrangement (Note 4) ............... (24,000) (18,000) -- --
------------ ------------ ------------ ------------
NET EXPENSES ................................. 1,004,580 590,886 189,398 953,242
------------ ------------ ------------ ------------
NET INVESTMENT INCOME (LOSS) ................................ 2,152,434 91,302 1,177,406 (7,957)
------------ ------------ ------------ ------------
REALIZED AND UNREALIZED GAINS (LOSSES)
ON INVESTMENTS AND FOREIGN CURRENCIES (Note 5)
Net realized gains (losses) from:
Security transactions ........................ 4,813,070 2,953,963 (273,179) 9,161,355
Foreign currency transactions ................ -- -- -- 59,241
Net change in unrealized appreciation/depreciation on:
Investments .................................. 10,736,573 12,102,255 (842,700) 13,892,377
Foreign currency translation ................. -- -- -- (48,490)
------------ ------------ ------------ ------------
NET REALIZED AND UNREALIZED
GAINS (LOSSES) ON INVESTMENTS
AND FOREIGN CURRENCIES ............................... 15,549,643 15,056,218 (1,115,879) 23,064,483
------------ ------------ ------------ ------------
NET INCREASE IN NET ASSETS
FROM OPERATIONS ...................................... $ 17,702,077 $ 15,147,520 $ 61,527 $ 23,056,526
============ ============ ============ ============
</TABLE>
See accompanying notes to financial statements.
7
<PAGE>
<TABLE>
<CAPTION>
THE JAMESTOWN FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
===============================================================================================================================
Jamestown Jamestown
Balanced Fund Equity Fund
------------------------------- -----------------------------
Year Year Year Year
Ended Ended Ended Ended
March 31, March 31, March 31, March 31,
2000 1999 2000 1999
-------------------------------------------------------------------------------------------------------------------------------
FROM OPERATIONS
<S> <C> <C> <C> <C>
Net investment income ............................ $ 2,152,434 $ 2,044,580 $ 91,302 $ 194,305
Net realized gains (losses) from
security transactions .................... 4,813,070 1,234,403 2,953,963 (369,569)
Net change in unrealized appreciation/depreciation
on investments ........................... 10,736,573 4,507,324 12,102,255 5,043,678
------------- ------------- ------------ ------------
Net increase in net assets from operations ............... 17,702,077 7,786,307 15,147,520 4,868,414
------------- ------------- ------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income ....................... (2,152,434) (2,047,558) (91,302) (198,327)
From net realized gains from security transactions (4,880,959) (1,302,068) (2,680,161) --
------------- ------------- ------------ ------------
Decrease in net assets from distributions
to shareholders .................................. (7,033,393) (3,349,626) (2,771,463) (198,327)
------------- ------------- ------------ ------------
FROM CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ........................ 8,830,494 13,392,101 8,147,118 11,342,221
Net asset value of shares issued in reinvestment
of distributions to shareholders ......... 6,724,517 3,140,088 2,521,395 171,755
Payments for shares redeemed ..................... (10,826,415) (9,573,352) (8,651,809) (4,982,200)
------------- ------------- ------------ ------------
Net increase in net assets from capital share
transactions .................................... 4,728,596 6,958,837 2,016,704 6,531,776
------------- ------------- ------------ ------------
TOTAL INCREASE IN NET ASSETS ............................. 15,397,280 11,395,518 14,392,761 11,201,863
NET ASSETS
Beginning of year ................................ 112,803,805 101,408,287 63,415,968 52,214,105
------------- ------------- ------------ ------------
End of year ...................................... $ 128,201,085 $ 112,803,805 $ 77,808,729 $ 63,415,968
============= ============= ============ ============
CAPITAL SHARE ACTIVITY
Sold ............................................. 472,789 766,478 349,898 565,307
Reinvested ....................................... 346,587 178,274 98,084 8,737
Redeemed ......................................... (579,486) (554,334) (372,354) (248,873)
------------- ------------- ------------ ------------
Net increase in shares outstanding ............... 239,890 390,418 75,628 325,171
Shares outstanding, beginning of year ............ 6,226,192 5,835,774 2,914,908 2,589,737
------------- ------------- ------------ ------------
Shares outstanding, end of year .................. 6,466,082 6,226,192 2,990,536 2,914,908
============= ============= ============ ============
</TABLE>
See accompanying notes to financial statements.
8
<PAGE>
<TABLE>
<CAPTION>
THE JAMESTOWN FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
=================================================================================================================================
Jamestown Tax Exempt Jamestown
Virginia Fund International Equity Fund
----------------------------- -----------------------------
Year Year Year Year
Ended Ended Ended Ended
March 31, March 31, March 31, March 31,
2000 1999 2000 1999
---------------------------------------------------------------------------------------------------------------------------------
FROM OPERATIONS
<S> <C> <C> <C> <C>
Net investment income (loss) ......................... $ 1,177,406 $ 886,964 $ (7,957) $ 178,500
Net realized gains (losses) from:
Security transactions ........................ (273,179) 36,651 9,161,355 2,205,161
Foreign currency transactions ................ -- -- 59,241 (56,520)
Net change in unrealized appreciation/depreciation on:
Investments .................................. (842,700) 81,607 13,892,377 1,511,375
Foreign currency translation ................. -- -- (48,490) (120,768)
------------ ------------ ------------ ------------
Net increase in net assets from operations ................... 61,527 1,005,222 23,056,526 3,717,748
------------ ------------ ------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income ........................... (1,177,406) (886,964) (176,037) (238,226)
From net realized gains from security transactions ... (26,368) (11,065) (3,331,220) --
------------ ------------ ------------ ------------
Decrease in net assets from distributions
to shareholders ...................................... (1,203,774) (898,029) (3,507,257) (238,226)
------------ ------------ ------------ ------------
FROM CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ............................ 8,385,959 8,922,497 90,812,642 9,046,185
Net asset value of shares issued in reinvestment
of distributions to shareholders ............. 782,744 487,854 3,459,170 231,344
Payments for shares redeemed ......................... (4,514,008) (2,104,477) (81,991,058) (1,280,438)
------------ ------------ ------------ ------------
Net increase in net assets from
capital share transactions ........................... 4,654,695 7,305,874 12,280,754 7,997,091
------------ ------------ ------------ ------------
TOTAL INCREASE IN NET ASSETS ................................. 3,512,448 7,413,067 31,830,023 11,476,613
NET ASSETS
Beginning of year .................................... 25,625,795 18,212,728 54,019,257 42,542,644
------------ ------------ ------------ ------------
End of year .......................................... $ 29,138,243 $ 25,625,795 $ 85,849,280 $ 54,019,257
============ ============ ============ ============
CAPITAL SHARE ACTIVITY
Sold ................................................. 851,453 871,702 5,427,637 673,952
Reinvested ........................................... 79,693 47,603 230,579 17,619
Redeemed ............................................. (462,080) (206,362) (4,847,275) (102,274)
------------ ------------ ------------ ------------
Net increase in shares outstanding ................... 469,066 712,943 810,941 589,297
Shares outstanding, beginning of year ................ 2,506,203 1,793,260 3,961,839 3,372,542
------------ ------------ ------------ ------------
Shares outstanding, end of year ...................... 2,975,269 2,506,203 4,772,780 3,961,839
============ ============ ============ ============
</TABLE>
See accompanying notes to financial statements.
9
<PAGE>
<TABLE>
<CAPTION>
THE JAMESTOWN BALANCED FUND
FINANCIAL HIGHLIGHTS
==================================================================================================================================
Selected Per Share Data and Ratios for a Share Outstanding Throughout Each Year
----------------------------------------------------------------------------------------------------------------------------------
Years Ended March 31,
--------------------------------------------------------------------------
2000 1999 1998 1997 1996
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year ............... $ 18.12 $ 17.38 $ 15.17 $ 14.77 $ 12.76
---------- ---------- ---------- ---------- ----------
Income from investment operations:
Net investment income ...................... 0.35 0.34 0.37 0.35 0.36
Net realized and unrealized gains
on investments ..................... 2.49 0.95 4.31 1.45 2.50
---------- ---------- ---------- ---------- ----------
Total from investment operations ................... 2.84 1.29 4.68 1.80 2.86
---------- ---------- ---------- ---------- ----------
Less distributions:
Dividends from net investment income ....... (0.35) (0.34) (0.37) (0.35) (0.36)
Distributions from net realized gains ...... (0.78) (0.21) (2.10) (1.05) (0.49)
---------- ---------- ---------- ---------- ----------
Total distributions ................................ (1.13) (0.55) (2.47) (1.40) (0.85)
---------- ---------- ---------- ---------- ----------
Net asset value at end of year ..................... $ 19.83 $ 18.12 $ 17.38 $ 15.17 $ 14.77
========== ========== ========== ========== ==========
Total return ....................................... 15.90% 7.56% 32.42% 12.29% 22.79%
========== ========== ========== ========== ==========
Net assets at end of year (000's) .................. $ 128,201 $ 112,804 $ 101,408 $ 70,654 $ 61,576
========== ========== ========== ========== ==========
Ratio of gross expenses to average net assets ...... 0.88% 0.88% 0.90% 0.91% 0.93%
Ratio of net expenses to average net assets (a) .... 0.86% 0.86% 0.87% 0.87% 0.88%
Ratio of net investment income to average net assets 1.85% 1.95% 2.21% 2.31% 2.52%
Portfolio turnover rate ............................ 62% 69% 90% 58% 72%
</TABLE>
(a) Ratios were determined based on net expenses after expense reimbursements
through a directed brokerage arrangement (Note 4).
See accompanying notes to financial statements.
10
<PAGE>
<TABLE>
<CAPTION>
THE JAMESTOWN EQUITY FUND
FINANCIAL HIGHLIGHTS
==================================================================================================================================
Selected Per Share Data and Ratios for a Share Outstanding Throughout Each Year
----------------------------------------------------------------------------------------------------------------------------------
Years Ended March 31,
----------------------------------------------------------------------
2000 1999 1998 1997 1996
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year ................... $ 21.76 $ 20.16 $ 15.66 $ 13.96 $ 11.29
---------- ---------- ---------- ---------- ----------
Income from investment operations:
Net investment income .......................... 0.03 0.07 0.11 0.13 0.15
Net realized and unrealized gains on investments 5.18 1.60 6.47 2.00 2.98
---------- ---------- ---------- ---------- ----------
Total from investment operations ....................... 5.21 1.67 6.58 2.13 3.13
---------- ---------- ---------- ---------- ----------
Less distributions:
Dividends from net investment income ........... (0.03) (0.07) (0.11) (0.13) (0.15)
Distributions from net realized gains .......... (0.92) -- (1.97) (0.30) (0.31)
---------- ---------- ---------- ---------- ----------
Total distributions .................................... (0.95) (0.07) (2.08) (0.43) (0.46)
---------- ---------- ---------- ---------- ----------
Net asset value at end of year ......................... $ 26.02 $ 21.76 $ 20.16 $ 15.66 $ 13.96
========== ========== ========== ========== ==========
Total return ........................................... 24.04% 8.33% 43.74% 15.27% 28.00%
========== ========== ========== ========== ==========
Net assets at end of year (000's) ...................... $ 77,809 $ 63,416 $ 52,214 $ 31,180 $ 17,857
========== ========== ========== ========== ==========
Ratio of gross expenses to average net assets .......... 0.91% 0.92% 0.93% 0.98% 1.14%
Ratio of net expenses to average net assets(a) ......... 0.88% 0.89% 0.90% 0.92% 1.01%
Ratio of net investment income to average net assets ... 0.14% 0.35% 0.60% 0.85% 1.27%
Portfolio turnover rate ................................ 67% 66% 59% 44% 54%
</TABLE>
(a) Ratios were determined based on net expenses after expense reimbursements
through a directed brokerage arrangement (Note 4).
See accompanying notes to financial statements.
11
<PAGE>
<TABLE>
<CAPTION>
THE JAMESTOWN TAX EXEMPT VIRGINIA FUND
FINANCIAL HIGHLIGHTS
==================================================================================================================================
Selected Per Share Data and Ratios for a Share Outstanding Throughout Each Year
----------------------------------------------------------------------------------------------------------------------------------
Years Ended March 31,
--------------------------------------------------------------------------
2000 1999 1998 1997 1996
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year ............... $ 10.22 $ 10.16 $ 9.83 $ 9.85 $ 9.68
---------- ---------- ---------- ---------- ----------
Income (loss) from investment operations:
Net investment income ...................... 0.42 0.43 0.44 0.45 0.45
Net realized and unrealized gains (losses)
on investments ..................... (0.42) 0.07 0.33 (0.02) 0.17
---------- ---------- ---------- ---------- ----------
Total from investment operations ................... 0.00 0.50 0.77 0.43 0.62
---------- ---------- ---------- ---------- ----------
Less distributions:
Dividends from net investment income ....... (0.42) (0.43) (0.44) (0.45) (0.45)
Distributions from net realized gains ...... (0.01) (0.01) -- -- --
---------- ---------- ---------- ---------- ----------
Total distributions ................................ (0.43) (0.44) (0.44) (0.45) (0.45)
---------- ---------- ---------- ---------- ----------
Net asset value at end of year ..................... $ 9.79 $ 10.22 $ 10.16 $ 9.83 $ 9.85
========== ========== ========== ========== ==========
Total return ....................................... 0.04% 4.92% 8.00% 4.39% 6.51%
========== ========== ========== ========== ==========
Net assets at end of year (000's) .................. $ 29,138 $ 25,626 $ 18,213 $ 11,197 $ 8,779
========== ========== ========== ========== ==========
Ratio of net expenses to average net assets (a) .... 0.69% 0.73% 0.75% 0.75% 0.75%
Ratio of net investment income to average net assets 4.27% 4.17% 4.40% 4.51% 4.57%
Portfolio turnover rate ............................ 47% 31% 33% 24% 14%
</TABLE>
(a) Absent investment advisory fees waived and/or expenses reimbursed by the
Adviser, the ratios of expenses to average net assets would have been
0.78%, 0.88% and 1.04% for the years ended March 31, 1998, 1997 and 1996,
respectively.
See accompanying notes to financial statements.
12
<PAGE>
<TABLE>
<CAPTION>
THE JAMESTOWN INTERNATIONAL EQUITY FUND
FINANCIAL HIGHLIGHTS
==================================================================================================================
Selected Per Share Data and Ratios for a Share Outstanding Throughout Each Period
------------------------------------------------------------------------------------------------------------------
Year Year Year Period
Ended Ended Ended Ended
March 31, March 31, March 31, March 31,
2000 1999 1998 1997(a)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value at beginning of period .............. $ 13.63 $ 12.61 $ 9.81 $ 10.00
---------- ---------- ---------- ----------
Income (loss) from investment operations:
Net investment income (loss) ................ (0.00) 0.05 (0.01) (0.01)
Net realized and unrealized gains (losses)
on investments and foreign currencies 5.19 1.04 2.91 (0.14)
---------- ---------- ---------- ----------
Total from investment operations .................... 5.19 1.09 2.90 (0.15)
---------- ---------- ---------- ----------
Less distributions:
Dividends from net investment income ........ (0.04) (0.07) (0.10) (0.04)
Distributions from net realized gains ....... (0.79) -- -- --
---------- ---------- ---------- ----------
Total distributions ................................. (0.83) (0.07) (0.10) (0.04)
---------- ---------- ---------- ----------
Net asset value at end of period .................... $ 17.99 $ 13.63 $ 12.61 $ 9.81
========== ========== ========== ==========
Total return ........................................ 39.35% 8.67% 29.67% (1.56)%(c)
========== ========== ========== ==========
Net assets at end of period (000's) ................. $ 85,849 $ 54,019 $ 42,543 $ 29,290
========== ========== ========== ==========
Ratio of net expenses to average net assets (b) ..... 1.56% 1.51% 1.56% 1.60%(c)
Ratio of net investment income (loss) to
average net assets .......................... (0.01)% 0.38% (0.05)% (0.15)%(c)
Portfolio turnover rate ............................. 52% 39% 47% 70%(c)
</TABLE>
(a) Represents the period from the commencement of operations (April 16, 1996)
through March 31, 1997.
(b) Absent investment advisory fees waived by the Adviser, the ratio of
expenses to average net assets would have been 1.71%(c) for the period
ended March 31, 1997.
(c) Annualized.
See accompanying notes to financial statements.
13
<PAGE>
THE JAMESTOWN FUNDS
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
================================================================================
1. SIGNIFICANT ACCOUNTING POLICIES
The Jamestown Balanced Fund, The Jamestown Equity Fund, The Jamestown Tax Exempt
Virginia Fund and The Jamestown International Equity Fund (individually, a Fund,
and, collectively, the Funds) are each a no-load series of the Williamsburg
Investment Trust (the Trust), an open-end management investment company
registered under the Investment Company Act of 1940. The Trust was organized as
a Massachusetts business trust on July 18, 1988.
The Jamestown Balanced Fund's investment objectives are long-term growth of
capital and income through investment in a balanced portfolio of equity and
fixed income securities. Capital protection and low volatility are important
investment goals.
The Jamestown Equity Fund's investment objective is long-term growth of capital
through investment in a diversified portfolio composed primarily of common
stocks. Current income is incidental to this objective and may not be
significant.
The Jamestown Tax Exempt Virginia Fund's investment objectives are to provide
current income exempt from federal income taxes and from the personal income
taxes of Virginia, to preserve capital, to limit credit risk and to take
advantage of opportunities to increase and enhance the value of an investment in
the Fund. The Fund invests primarily in debt obligations issued by the State of
Virginia and its political subdivisions, agencies, authorities and
instrumentalities and by other issuers the interest from which is exempt from
the personal income taxes of Virginia. The marketability and market value of
these obligations could be affected by certain Virginia political and economic
developments.
The Jamestown International Equity 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 Funds' significant accounting policies:
Securities valuation -- The Funds' portfolio securities are valued as of the
close of business of the regular session of the New York Stock Exchange
(normally 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. It is expected that 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. If a pricing service cannot provide a valuation, securities
will be valued in good faith at fair value using methods consistent with those
determined by the Board of Trustees. Foreign securities are translated from the
local currency into U.S. dollars using currency exchange rates supplied by a
quotation service.
Repurchase agreements -- The Jamestown Balanced Fund and The Jamestown Equity
Fund may enter into joint repurchase agreements with other funds within the
Trust. The joint repurchase agreement, which is collateralized by U.S.
Government obligations, is valued at cost which, together with accrued interest,
approximates market. At the time the Funds enter into the joint repurchase
agreement, the seller agrees that the value of the underlying securities,
including accrued interest, will at all times be equal to or exceed the face
amount of the repurchase agreement. In addition, each Fund actively monitors and
seeks additional collateral, as needed.
Share valuation -- The net asset value per share of each Fund is calculated
daily by dividing the total value of each Fund's assets, less liabilities, by
the number of shares outstanding. The offering price and redemption price per
share of each Fund is equal to the net asset value per share.
14
<PAGE>
THE JAMESTOWN FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
Investment income -- Interest income is accrued as earned. Dividend income is
recorded on the ex-dividend date. Discounts and premiums on securities purchased
are amortized in accordance with income tax regulations.
Distributions to shareholders -- Dividends arising from net investment income,
if any, are declared and paid quarterly to shareholders of The Jamestown
Balanced Fund, The Jamestown Equity Fund and The Jamestown International Equity
Fund and are declared daily and paid monthly to shareholders of The Jamestown
Tax Exempt Virginia 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 dividends and capital gain
distributions are determined in accordance with income tax regulations.
Security transactions -- Security transactions are accounted for on trade date.
Cost of securities sold is determined on a specific identification basis.
Securities traded on a "to-be-announced" basis -- The Jamestown Balanced Fund
occasionally trades securities on a "to-be-announced" (TBA) basis. In a TBA
transaction, the Fund has committed to purchase securities for which all
specific information is not yet known at the time of the trade, particularly the
face amount in mortgage-backed securities transactions. Securities purchased on
a TBA basis are not settled until they are delivered to the Fund, normally 15 to
45 days later. These transactions are subject to market fluctuations and their
current value is determined in the same manner as for other portfolio
securities.
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 income and
expenses during the reporting period. Actual results could differ from those
estimates.
Federal income tax -- It is each 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 each 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
investment securities as of March 31, 2000:
<TABLE>
<CAPTION>
Jamestown Jamestown Jamestown Jamestown
Balanced Equity Tax Exempt International
Fund Fund Virginia Fund Equity Fund
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Gross unrealized appreciation ............ $ 43,267,359 $ 33,535,684 $ 219,563 $ 28,750,360
Gross unrealized depreciation ............ (1,801,192) (678,779) (398,454) (3,375,622)
------------ ------------ ------------ ------------
Net unrealized appreciation (depreciation) $ 41,466,167 $ 32,856,905 $ (178,891) $ 25,374,738
============ ============ ============ ============
Federal income tax cost .................. $ 86,155,436 $ 45,190,369 $ 29,189,683 $ 57,812,502
============ ============ ============ ============
-------------------------------------------------------------------------------------------------------------
</TABLE>
The difference between the federal income tax cost of portfolio investments and
the financial statement cost for The Jamestown Balanced Fund and The Jamestown
Equity Fund is due to certain timing differences in the recognition of capital
losses under income tax regulations and generally accepted accounting
principles.
15
<PAGE>
THE JAMESTOWN FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
As of March 31, 2000, The Jamestown Tax Exempt Virginia Fund had capital loss
carryforwards for federal income tax purposes of $151,518 which expire on March
31, 2008. In addition, the Fund had net realized capital losses of $121,661
during the period from November 1, 1999 through March 31, 2000, which are
treated for federal income tax purposes as arising during the Fund's tax year
ending March 31, 2001. These capital loss carryforwards and "post-October"
losses may be utilized in future years to offset net realized capital gains, if
any, prior to distributing such gains to shareholders.
Reclassification of capital accounts - For the year ended March 31, 2000, The
Jamestown International Equity Fund reclassed net investment losses of $124,753
against accumulated net realized gains from security transactions on the
Statement of Assets and Liabilities. Such reclassification, the result of
permanent differences between financial statement and income tax reporting
requirements, has no effect on the Fund's net assets or net asset value per
share.
2. INVESTMENT TRANSACTIONS
Investment transactions, other than short-term investments, were as follows for
the year ended March 31, 2000:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
Jamestown Jamestown Jamestown Jamestown
Balanced Equity Tax Exempt International
Fund Fund Virginia Fund Equity Fund
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Purchases of investment securities ........................ $67,120,366 $42,668,817 $16,647,573 $40,946,687
=========== =========== =========== ===========
Proceeds from sales and maturities of investment securities $68,488,975 $43,567,254 $11,572,325 $32,780,734
=========== =========== =========== ===========
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
3. TRANSACTIONS WITH AFFILIATES
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS
The Funds' investments are managed by Lowe, Brockenbrough & Company, Inc. (the
Adviser), under the terms of an Investment Advisory Agreement. Under the
Investment Advisory Agreement, The Jamestown Balanced Fund pays the Adviser a
fee, which is computed and accrued daily and paid monthly, at an annual rate of
.65% on its average daily net assets up to $250 million, .60% on the next $250
million of such net assets and .55% on such net assets in excess on $500
million. The Jamestown Equity Fund pays the Adviser a fee at an annual rate of
.65% on its average daily net assets up to $500 million and .55% on such net
assets in excess on $500 million. The Jamestown Tax Exempt Virginia Fund pays
the Adviser a fee at an annual rate of .40% on its average daily net assets up
to $250 million, .35% on the next $250 million of such net assets and .30% on
such net assets in excess of $500 million. The Jamestown International Equity
Fund pays the Adviser a fee at an annual rate of 1.00% on its average daily net
assets. Certain Trustees and officers of the Trust are also officers of the
Adviser.
The Adviser retains Oechsle International Advisors, LLC (Oechsle) to provide The
Jamestown International Equity 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 investment advisory fee waivers.
ADMINISTRATIVE SERVICES AGREEMENT
Under the terms of an Administrative Services Agreement between the Trust and
Integrated Fund Services, Inc. (IFS), IFS provides administrative, pricing,
accounting, dividend disbursing, shareholder servicing and transfer agent
services for the Funds. For these services, IFS receives a monthly fee from each
of The Jamestown Balanced Fund and The Jamestown Equity Fund at an annual rate
of .20% on its respective average daily net assets up to $25 million; .175% on
the next $25 million of such net assets; and .15% on such net assets in excess
of $50 million, subject to a $2,000 minimum monthly fee with respect to each
Fund. From The Jamestown Tax Exempt Virginia Fund, IFS receives a monthly fee at
an annual rate of .15% on its average daily net assets up to $200 million and
.10% on such net assets in excess of $200 million, subject to a $2,000 minimum
monthly fee. From The Jamestown International Equity Fund, IFS receives a
monthly fee at an annual rate of .25% on its average daily net assets up to $25
million; .225% on the next
16
<PAGE>
THE JAMESTOWN FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
$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, each Fund pays
IFS out-of-pocket expenses including, but not limited to, postage, supplies and
costs of pricing the Funds' portfolio securities. Certain officers of the Trust
are also officers of IFS, or of IFS Fund Distributors, Inc., the exclusive
underwriter of each Funds' shares and an affiliate of IFS.
4. DIRECTED BROKERAGE ARRANGEMENT
In order to reduce the total operating expenses of The Jamestown Balanced Fund
and The Jamestown Equity Fund, each Fund's custodian fees and a portion of other
operating expenses have been paid through an arrangement with a third-party
broker-dealer who is compensated through commission trades. Payment of expenses
by the broker-dealer is based on a percentage of commissions earned. Expenses
reimbursed through the directed brokerage arrangement totaled $24,000 and
$18,000 for The Jamestown Balanced Fund and The Jamestown Equity Fund,
respectively, for the year ended March 31, 2000.
5. FOREIGN CURRENCY TRANSLATION
With respect to The Jamestown International Equity Fund, 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 on investments.
Reported net realized foreign exchange gains or losses arise from 1) purchases
and 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.
6. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
The Jamestown International Equity Fund enters into forward foreign currency
exchange contracts as a way of managing foreign exchange rate 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.
17
<PAGE>
THE JAMESTOWN FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
As of March 31, 2000, the Jamestown International Equity Fund had forward
foreign currency exchange contracts outstanding as follows:
--------------------------------------------------------------------------------
Net Unrealized
Settlement To Receive Initial Market Appreciation
Date (To Deliver) Value Value (Depreciation)
--------------------------------------------------------------------------------
Contracts To Sell
04/04/00 (167,062) EUR $ 159,628 $ 159,901 $ (273)
04/28/00 (28,509) EUR 27,283 27,326 (43)
04/28/00 (407,731) EUR 390,198 390,820 (622)
04/03/00 (2,847) GBP 4,513 4,542 (29)
04/05/00 (52,032) GBP 82,522 83,005 (483)
04/06/00 (86,970) GBP 138,308 138,742 (434)
04/04/00 (2,744,907) SEK 317,606 317,802 (196)
04/05/00 (2,035,385) SEK 235,155 235,674 (519)
---------- ----------- ---------
Total sell contracts 1,355,213 1,357,812 (2,599)
---------- ----------- ---------
Contracts To Buy
04/04/00 36,028 EUR (34,695) (34,483) (212)
04/28/00 430,521 EUR (415,453) (412,665) (2,788)
04/04/00 164,496 GBP (261,137) (262,419) 1,282
---------- ----------- ---------
Total buy contracts (711,285) (709,567) (1,718)
---------- ----------- ---------
Net contracts $ 643,928 $ 648,245 $ (4,317)
========== =========== =========
--------------------------------------------------------------------------------
EUR - Euro Dollar
GBP - British Pound Sterling
SEK - Swedish Krona
7. FEDERAL TAX INFORMATION (Unaudited)
In accordance with federal tax requirements, the following provides shareholders
with information concerning distributions from net realized gains, if any, made
by the Funds during the year ended March 31, 2000. On October 31, 1999, the
Jamestown Balanced Fund declared and paid a long-term capital gain distribution
of $0.1023 per share, the Jamestown Equity Fund declared and paid a long-term
capital gain distribution of $0.0642 per share, the Jamestown Tax Exempt
Virginia Fund declared and paid a long-term capital gain distribution of $0.0090
per share and the Jamestown International Equity Fund declared and paid a
long-term capital gain distribution of $0.7709 per share. As required by federal
regulations, shareholders received notification of their portion of the Funds'
taxable capital gain distribution, if any, paid during the 1999 calendar year
early in 2000. Additionally, on March 31, 2000, the Jamestown Balanced Fund
declared and paid a long-term capital gain distribution of $0.6810 per share and
the Jamestown Equity Fund declared and paid a long-term capital gain
distribution of $0.8593 per share. As required by federal regulations,
shareholders will receive notification of their portion of the Funds' taxable
capital gain distribution, if any, paid during the 2000 calendar year early in
2001.
18
<PAGE>
THE JAMESTOWN BALANCED FUND
PORTFOLIO OF INVESTMENTS
MARCH 31, 2000
================================================================================
SHARES COMMON STOCKS-- 68.7% VALUE
--------------------------------------------------------------------------------
ADVERTISING-- 2.0%
55,000 Interpublic Group of Companies, Inc. ............. $ 2,598,750
------------
COMMERCIAL BANKING-- 1.8%
18,000 Bank of America Corporation ...................... 943,875
24,000 Fannie Mae ....................................... 1,354,500
------------
2,298,375
------------
COMMUNICATIONS-- 4.3%
57,000 Equifax, Inc. .................................... 1,439,250
26,000 Lucent Technologies, Inc. ........................ 1,579,500
54,000 MCI WorldCom, Inc.(a) ............................ 2,446,875
------------
5,465,625
------------
COMPUTERS/COMPUTER TECHNOLOGY SERVICES-- 20.1%
16,000 America Online, Inc.(a) .......................... 1,076,000
79,000 Cisco Systems, Inc.(a) ........................... 6,107,688
34,000 Computer Sciences Corporation(a) ................. 2,690,250
36,000 Dell Computer Corporation ........................ 1,941,750
24,000 EMC Corporation(a) ............................... 3,000,000
34,000 Intel Corporation ................................ 4,485,875
25,000 Microsoft Corporation(a) ......................... 2,656,250
48,000 Oracle Corporation(a) ............................ 3,747,000
------------
25,704,813
------------
CONSUMER PRODUCTS-- 7.5%
60,000 Avon Products, Inc. .............................. 1,743,750
16,000 General Electric Company ......................... 2,483,000
20,000 International Paper Company ...................... 855,000
42,000 Kimberly-Clark Corporation ....................... 2,352,000
60,000 Sysco Corporation ................................ 2,141,250
------------
9,575,000
------------
DRUGS/MEDICAL EQUIPMENT-- 6.5%
12,000 Bristol-Myers Squibb Company ..................... 693,000
21,000 Lilly (Eli) & Company ............................ 1,323,000
33,000 Merck and Company, Inc. .......................... 2,050,125
56,000 Schering-Plough Corporation ...................... 2,058,000
23,300 Warner-Lambert Company ........................... 2,271,750
------------
8,395,875
------------
ELECTRONICS-- 2.8%
18,000 Hewlett-Packard Company .......................... 2,386,125
31,000 Solectron Corporation(a) ......................... 1,241,938
------------
3,628,063
------------
FINANCIAL SERVICES-- 2.5%
33,000 Capital One Financial Corporation ................ 1,581,937
27,000 Citigroup, Inc. .................................. 1,601,437
------------
3,183,374
------------
19
<PAGE>
THE JAMESTOWN BALANCED FUND
PORTFOLIO OF INVESTMENTS (Continued)
================================================================================
SHARES COMMON STOCKS-- 68.7% (Continued) VALUE
--------------------------------------------------------------------------------
FIRE SYSTEMS-- 2.8%
73,000 Tyco International Ltd. .......................... $ 3,640,875
------------
INSURANCE-- 2.9%
22,000 American International Group, Inc. ............... 2,409,000
19,000 Jefferson-Pilot Corporation ...................... 1,264,688
------------
3,673,688
------------
MEDIA-- 1.7%
27,000 MediaOne Group, Inc.(a) .......................... 2,187,000
------------
OIL AND GAS DRILLING-- 6.6%
48,000 Coastal Corporation .............................. 2,208,000
22,442 Exxon Mobil Corporation .......................... 1,746,268
54,000 Halliburton Company .............................. 2,214,000
42,000 Texaco, Inc. ..................................... 2,252,250
------------
8,420,518
------------
RETAIL STORES-- 5.5%
56,000 AutoZone, Inc.(a) ................................ 1,554,000
30,000 Circuit City Stores, Inc. ........................ 1,826,250
21,000 Home Depot, Inc. ................................. 1,354,500
32,500 Target Corporation ............................... 2,429,375
------------
7,164,125
------------
UTILITIES - TELEPHONE-- 1.7%
46,000 BellSouth Corporation ............................ 2,162,000
------------
TOTAL COMMON STOCKS (Cost $45,243,587) ........... $ 88,098,081
------------
================================================================================
PAR
VALUE U.S. TREASURY OBLIGATIONS-- 6.8% VALUE
--------------------------------------------------------------------------------
U.S. TREASURY NOTES-- 6.3%
$2,040,000 6.50%, due 05/31/2001 ............................ $ 2,040,326
400,000 6.375%, due 08/15/2002 ........................... 399,000
3,000,000 5.75%, due 08/15/2003 ............................ 2,938,590
2,615,000 7.00%, due 07/15/2006 ............................ 2,702,446
------------
8,080,362
------------
U.S. TREASURY INFLATION-PROTECTION NOTES-- 0.5%
410,779 3.625%, due 07/15/2002 ........................... 409,559
218,017 3.375%, due 01/15/2007 ........................... 209,976
------------
619,535
------------
TOTAL U.S. TREASURY OBLIGATIONS (Cost $8,900,995) $ 8,699,897
------------
20
<PAGE>
THE JAMESTOWN BALANCED FUND
PORTFOLIO OF INVESTMENTS (Continued)
================================================================================
PAR
VALUE U.S. GOVERNMENT AGENCY OBLIGATIONS-- 2.5% VALUE
--------------------------------------------------------------------------------
FEDERAL HOME LOAN MORTGAGE CORPORATION-- 1.9%
$1,000,000 6.25%, due 07/15/2004 ............................ $ 969,220
1,500,000 6.625%, due 09/15/2009 ........................... 1,442,340
------------
2,411,560
------------
FEDERAL NATIONAL MORTGAGE ASSOCIATION-- 0.6%
900,000 6.25%, due 05/15/2029 ............................ 811,404
------------
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS
(Cost $3,370,992) ................................ $ 3,222,964
------------
================================================================================
PAR
VALUE MORTGAGE-BACKED SECURITIES-- 1.4% VALUE
--------------------------------------------------------------------------------
FEDERAL HOME LOAN MORTGAGE CORPORATION-- 0.5%
$ 475,000 Pool #1471-G, 7.00%, due 03/15/2008 .............. $ 470,692
175,000 Pool #1655-HB, 6.50%, due 10/15/2008 ............. 170,844
------------
641,536
FEDERAL NATIONAL MORTGAGE ASSOCIATION-- 0.9%
425,000 Series #93-18-PJ, 6.50%, due 12/25/2007 .......... 414,638
801,181 Pool #380512, 6.15%, due 08/01/2008 .............. 747,101
------------
1,161,739
------------
TOTAL MORTGAGE-BACKED SECURITIES (Cost $1,884,575) $ 1,803,275
------------
================================================================================
PAR
VALUE ASSET-BACKED SECURITIES-- 2.0% VALUE
--------------------------------------------------------------------------------
STUDENT LOAN MARKETING ASSOCIATION-- 0.8%
$ 360,381 Series #97-3-A1, 6.493%, adjustable rate,
due 04/25/2006 ................................. $ 357,678
582,316 Series #98-1-A1, 6.603%, adjustable rate,
due 01/25/2007 ................................. 579,404
------------
937,082
------------
OTHER ASSET-BACKED SECURITIES-- 1.2%
California Infrastructure Trust #97-1-A3,
700,000 6.17%, due 03/25/2003 .......................... 696,717
Fleetwood Credit Corporation Grantor Trust #95-A-A,
229,783 8.45%, due 11/15/2010 .......................... 231,650
MBNA Master Credit Card Trust #98-J-A,
500,000 5.25%, due 02/15/2006 .......................... 470,625
NationsCredit Grantor Trust #96-1-A,
166,596 5.85%, due 09/15/2011 .......................... 159,620
------------
1,558,612
------------
TOTAL ASSET-BACKED SECURITIES (Cost $2,513,600) .. $ 2,495,694
------------
21
<PAGE>
THE JAMESTOWN BALANCED FUND
PORTFOLIO OF INVESTMENTS (Continued)
================================================================================
PAR
VALUE MUNICIPAL OBLIGATIONS-- 2.9% VALUE
--------------------------------------------------------------------------------
Virginia State Housing Dev. Authority Revenue,
$2,540,000 6.50%, due 10/01/2007 .......................... $ 2,427,046
1,400,000 6.70%, due 10/01/2008 .......................... 1,349,194
------------
TOTAL MUNICIPAL OBLIGATIONS (Cost $3,907,422) .... $ 3,776,240
------------
================================================================================
PAR
VALUE CORPORATE BONDS-- 13.7% VALUE
--------------------------------------------------------------------------------
Associates Corporation, N.A.,
$ 675,000 5.85%, due 01/15/2001 .......................... $ 668,797
Beneficial Corporation Medium Term Notes,
230,000 6.35%, due 12/03/2001 .......................... 227,247
Chrysler Financial Corporation,
1,000,000 5.90%, due 01/26/2001 .......................... 992,540
Coca-Cola Enterprises,
385,000 5.75%, due 11/01/2008 .......................... 344,032
Conoco, Inc.,
750,000 5.90%, due 04/15/2004 .......................... 714,278
Duke Realty L.P. Medium Term Notes,
390,000 6.75%, due 05/30/2008 .......................... 363,024
Enron Corporation,
750,000 6.45%, due 11/15/2001 .......................... 738,502
Equity Residential Properties Trust,
875,000 6.65%, due 11/15/2003 .......................... 840,070
Finova Capital Corporation,
1,000,000 6.25%, due 08/15/2000 .......................... 996,690
Ford Motor Credit Company Medium Term Notes,
250,000 8.00%, due 06/15/2002 .......................... 252,815
475,000 7.20%, due 06/15/2007 .......................... 463,548
General Electric Capital Corporation,
420,000 6.52%, due 10/08/2002 .......................... 413,986
General Motors Acceptance Corporation Medium Term Notes,
525,000 6.65%, due 05/24/2000 .......................... 525,336
Goldman Sachs Group,
950,000 6.65%, due 05/15/2009 .......................... 889,675
GTE Northwest, Inc.,
750,000 6.30%, due 06/01/2010 .......................... 684,082
IBM Corporation,
650,000 6.375%, due 06/15/2000 ......................... 649,805
International Lease Finance Corporation Medium Term Notes,
425,000 6.42%, due 09/11/2000 .......................... 424,601
425,000 6.55%, due 09/15/2000 .......................... 424,817
International Paper Company,
735,000 8.68%, due 09/14/2001 .......................... 750,082
KeyCorp Medium Term Notes,
675,000 6.75%, due 05/29/2001 .......................... 673,313
Manitoba (Province of) Medium Term Notes,
205,000 5.50%, due 10/01/2008 .......................... 183,370
May Department Stores,
510,000 5.95%, due 11/01/2008 .......................... 466,380
22
<PAGE>
THE JAMESTOWN BALANCED FUND
PORTFOLIO OF INVESTMENTS (Continued)
================================================================================
PAR
VALUE CORPORATE BONDS-- 13.7% (Continued) VALUE
--------------------------------------------------------------------------------
Merrill Lynch & Company Medium Term Notes,
$ 265,000 7.26%, due 03/25/2002 .......................... $ 261,687
National City Corporation,
575,000 7.20%, due 05/15/2005 .......................... 563,540
Norwest Financial, Inc.,
615,000 5.375%, due 09/30/2003 ......................... 580,369
Pacific Bell,
435,000 6.625%, due 11/01/2009 ......................... 408,261
Pacific Bell Medium Term Notes,
400,000 6.875%, due 08/15/2006 ......................... 388,708
Prologis Trust,
225,000 7.00%, due 10/01/2003 .......................... 217,546
Sears Roebuck Acceptance Corporation,
465,000 6.99%, due 09/30/2002 .......................... 461,196
TRW, Inc.,
245,000 6.25%, due 01/15/2010 .......................... 215,081
Union Camp Corporation,
475,000 6.50%, due 11/15/2007 .......................... 444,120
U.S. WEST Capital Funding, Inc. Medium Term Notes,
615,000 6.375%, due 07/15/2008 ......................... 568,198
Worldcom, Inc.,
772,000 6.125%, due 08/15/2001 ......................... 760,242
------------
TOTAL CORPORATE BONDS (Cost $18,216,999) ......... $ 17,555,938
------------
================================================================================
SHARES MONEY MARKETS-- 1.5% VALUE
--------------------------------------------------------------------------------
1,969,514 Firstar Stellar Treasury Fund (Cost $1,969,514) .. $ 1,969,514
------------
TOTAL INVESTMENTS AT VALUE-- 99.5%
(Cost $86,007,684) ............................... $127,621,603
OTHER ASSETS IN EXCESS OF LIABILITIES-- 0.5% ..... 579,482
------------
NET ASSETS-- 100.0% .............................. $128,201,085
============
(a) Non-income producing security.
See accompanying notes to financial statements.
23
<PAGE>
THE JAMESTOWN EQUITY FUND
PORTFOLIO OF INVESTMENTS
MARCH 31, 2000
================================================================================
SHARES COMMON STOCKS-- 99.0% VALUE
--------------------------------------------------------------------------------
ADVERTISING-- 2.9%
48,000 Interpublic Group of Companies, Inc. ............. $ 2,268,000
------------
COMMERCIAL BANKING-- 2.5%
15,000 Bank of America Corporation ...................... 786,562
17,000 Fannie Mae ....................................... 959,437
4,000 Freddie Mac ...................................... 176,750
------------
1,922,749
------------
COMMUNICATIONS-- 6.3%
50,000 Equifax, Inc. .................................... 1,262,500
24,000 Lucent Technologies, Inc. ........................ 1,458,000
47,500 MCI WorldCom, Inc.(a) ............................ 2,152,344
------------
4,872,844
------------
COMPUTERS/COMPUTER TECHNOLOGY SERVICES-- 28.0%
14,000 America Online, Inc.(a) .......................... 941,500
60,000 Cisco Systems, Inc.(a) ........................... 4,638,750
30,000 Computer Sciences Corporation(a) ................. 2,373,750
32,000 Dell Computer Corporation(a) ..................... 1,726,000
21,000 EMC Corporation(a) ............................... 2,625,000
30,000 Intel Corporation ................................ 3,958,125
23,000 Microsoft Corporation(a) ......................... 2,443,750
40,000 Oracle Corp.(a) .................................. 3,122,500
------------
21,829,375
------------
CONSUMER PRODUCTS-- 11.0%
52,000 Avon Products, Inc. .............................. 1,511,250
14,000 General Electric Company ......................... 2,172,625
19,000 International Paper Company ...................... 897,750
37,000 Kimberly-Clark Corporation ....................... 2,072,000
53,000 SYSCO Corporation ................................ 1,891,438
------------
8,545,063
------------
DRUGS/MEDICAL EQUIPMENT-- 9.5%
11,000 Bristol-Myers Squibb Company ..................... 635,250
18,000 Lilly (Eli) & Company ............................ 1,134,000
29,000 Merck & Co., Inc. ................................ 1,801,625
49,000 Schering-Plough Corporation ...................... 1,800,750
20,600 Warner-Lambert Company ........................... 2,008,500
------------
7,380,125
------------
ELECTRONICS-- 4.1%
16,000 Hewlett-Packard Company .......................... 2,121,000
27,000 Solectron Corporation(a) ......................... 1,081,688
------------
3,202,688
------------
FINANCIAL SERVICES-- 3.6%
30,000 Capital One Financial Corporation ................ 1,438,125
23,250 Citigroup, Inc. .................................. 1,379,016
------------
2,817,141
------------
FIRE SYSTEMS-- 4.3%
67,000 Tyco International, Ltd. ......................... 3,341,625
------------
24
<PAGE>
THE JAMESTOWN EQUITY FUND
PORTFOLIO OF INVESTMENTS (Continued)
================================================================================
SHARES COMMON STOCKS-- 99.0% VALUE
--------------------------------------------------------------------------------
INSURANCE-- 4.5%
19,000 American International Group, Inc. ............... $ 2,080,500
21,000 Jefferson-Pilot Corporation ...................... 1,397,812
------------
3,478,312
------------
MEDIA-- 2.5%
24,000 MediaOne Group, Inc.(a) .......................... 1,944,000
------------
OIL AND GAS DRILLING -- 9.6%
43,000 Coastal Corporation .............................. 1,978,000
19,802 Exxon Mobil Corporation .......................... 1,540,843
49,000 Halliburton Company .............................. 2,009,000
37,000 Texaco, Inc. ..................................... 1,984,125
------------
7,511,968
------------
RETAIL STORES-- 7.8%
50,000 AutoZone, Inc.(a) ................................ 1,387,500
23,000 Circuit City Stores - Circuit City Group ......... 1,400,125
18,000 Home Depot, Inc. ................................. 1,161,000
28,500 Target Corporation ............................... 2,130,375
------------
6,079,000
------------
UTILITIES - TELEPHONE-- 2.4%
40,000 Bell South Corporation ........................... 1,880,000
------------
TOTAL COMMON STOCKS-- 99.0% (Cost $44,105,732) ... $ 77,072,890
------------
================================================================================
SHARES MONEY MARKETS-- 1.3% VALUE
--------------------------------------------------------------------------------
974,384 Firstar Stellar Treasury Fund (Cost $974,384) .... $ 974,384
------------
TOTAL INVESTMENTS AT VALUE-- 100.3%
(Cost $45,080,116) ............................... $ 78,047,274
LIABILITIES IN EXCESS OF OTHER ASSETS-- (0.3%) ... (238,545)
------------
NET ASSETS-- 100.0% .............................. $ 77,808,729
============
(a) Non-income producing security.
See accompanying notes to financial statements.
25
<PAGE>
THE JAMESTOWN TAX EXEMPT VIRGINIA FUND
PORTFOLIO OF INVESTMENTS
MARCH 31, 2000
================================================================================
PAR VIRGINIA FIXED RATE REVENUE AND GENERAL
VALUE OBLIGATION (GO) BONDS-- 98.5% VALUE
--------------------------------------------------------------------------------
Albemarle Co., Virginia, Industrial
Dev. Authority, Revenue,
$ 750,000 3.90%, floating rate, due 10/01/2022 ........... $ 750,000
Chesterfield Co., Virginia, GO,
350,000 6.25%, due 07/15/2005,
partially prerefunded 07/15/2001 ............. 364,063
750,000 4.00%, due 01/01/2006 .......................... 701,812
Fairfax Co., Virginia, GO,
210,000 5.60%, due 05/01/2003 .......................... 212,337
600,000 5.00%, due 06/01/2014 .......................... 578,706
Fairfax Co., Virginia, Park Authority, Revenue,
300,000 6.25%, due 07/15/2005 .......................... 312,687
Greater Richmond, Virginia, Convention
Center Authority, Revenue,
550,000 5.50%, due 06/15/2008 .......................... 560,494
Hampton, Virginia, GO,
1,000,000 5.50%, due 02/01/2012 .......................... 1,029,750
Hanover Co., Virginia, Industrial Dev.
Authority, Revenue,
1,000,000 6.50%, due 08/15/2009 .......................... 1,100,860
225,000 6.25%, due 10/01/2011 .......................... 233,543
Henrico Co., Virginia, Economic Dev.
Authority, Revenue,
1,000,000 5.50%, due 11/01/2008 .......................... 1,030,980
Henrico Co., Virginia, Water and Sewer, Revenue,
500,000 4.625%, due 05/01/2017 ......................... 441,030
James City Co., Virginia, GO,
500,000 5.25%, due 12/15/2015 .......................... 492,605
Loudoun Co., Virginia, GO,
1,000,000 4.50%, due 12/01/2002 .......................... 997,710
Lynchburg, Virginia, GO,
500,000 5.30%, due 05/01/2014 .......................... 499,090
Medical College of Virginia Hospitals
Authority, Revenue,
700,000 5.00%, due 07/01/2013 .......................... 673,043
Norfolk, Virginia, Industrial Dev.
Authority, Revenue,
1,000,000 6.50%, due 06/01/2021, prerefunded 06/01/2001 .. 1,042,830
Norfolk, Virginia, GO,
500,000 5.25%, due 06/01/2008 .......................... 504,460
300,000 5.75%, due 06/01/2011 .......................... 310,665
Petersburg, Virginia, GO,
500,000 5.125%, due 01/15/2013 ......................... 492,820
Pocahontas Parkway Assoc., Virginia
Toll Road, Revenue,
900,000 5.00%, due 08/15/2005 .......................... 865,107
Portsmouth, Virginia, GO,
800,000 5.00%, due 08/01/2017 .......................... 748,816
Prince William Co., Virginia, Park
Authority, Revenue,
250,000 6.10%, due 10/15/2004 .......................... 261,658
Prince William Co., Virginia, Service
Authority Water & Sewer, Revenue,
500,000 5.00%, due 07/01/2003 .......................... 504,285
Richmond, Virginia, GO,
400,000 6.25%, due 01/15/2018 .......................... 407,412
Richmond, Virginia, Metropolitan Authority,
Expressway, Revenue,
500,000 6.05%, due 07/15/2005 .......................... 520,880
26
<PAGE>
THE JAMESTOWN TAX EXEMPT VIRGINIA FUND
PORTFOLIO OF INVESTMENTS (Continued)
================================================================================
PAR VIRGINIA FIXED RATE REVENUE AND GENERAL
VALUE OBLIGATION (GO) BONDS -- 98.5% (Continued) VALUE
--------------------------------------------------------------------------------
Richmond, Virginia, Redev. & Housing
Authority, Revenue,
$ 500,000 5.00%, due 03/01/2018 .......................... $ 444,530
1,000,000 3.95%, floating rate, due 04/01/2029 ........... 1,000,000
Roanoke, Virginia, GO,
300,000 6.40%, due 08/01/2012, prerefunded 08/01/2001 .. 315,168
1,000,000 5.00%, due 08/01/2009 .......................... 997,720
Roanoke, Virginia, Industrial Dev.
Authority, Hospital, Revenue,
250,000 3.85%, floating rate, due 07/01/2019 ........... 250,000
Spotsylvania Co., Virginia, GO,
400,000 5.75%, due 07/15/2011, prerefunded 07/15/2002 .. 415,812
Suffolk, Virginia, GO,
350,000 5.80%, due 06/01/2011 .......................... 366,884
University of Virginia, Revenue,
1,000,000 5.25%, due 06/01/2012 .......................... 1,004,120
Upper Occoquan, Virginia, Sewer
Authority, Revenue,
700,000 5.00% due 07/01/2015 ........................... 663,432
Virginia Beach, Virginia, GO,
1,000,000 5.25%, due 08/01/2010 .......................... 1,015,070
325,000 6.20%, due 09/01/2013, prerefunded 09/01/2004 .. 347,500
Virginia College Building Authority,
Educational Facilities, Revenue,
750,000 4.25%, due 02/01/2001 .......................... 750,585
Virginia State Housing Dev. Authority,
Commonwealth Mortgages, Revenue,
1,000,000 6.05%, due 01/01/2013 .......................... 1,027,490
Virginia State Housing Dev. Authority,
Multi-Family, Revenue,
150,000 6.60%, due 11/01/2012 .......................... 157,032
150,000 6.30%, due 11/01/2015 .......................... 154,472
Virginia State Public Building Authority, Revenue,
500,000 6.00%, due 08/01/2003 .......................... 513,695
Virginia State Public School Authority, Revenue,
1,000,000 5.25%, due 08/01/2009 .......................... 1,019,140
Virginia State Resource Authority, Solid
Waste Disposal System, Revenue,
500,000 5.50%, due 04/01/2015 .......................... 495,470
Virginia State Transportation Board, Revenue,
350,000 6.25%, due 05/15/2012, prerefunded 05/15/2004 .. 370,958
Virginia State, GO,
1,000,000 5.375%, due 06/01/2003 ......................... 1,021,050
Winchester, Virginia, I20ndustrial Dev. Authority,
Educational Facilities, Revenue,
500,000 5.00%, due 10/01/2018 .......................... 460,305
York Co., Virginia, Certificates of
Participation, Revenue,
250,000 6.625%, due 03/01/2012 ......................... 256,860
------------
TOTAL VIRGINIA FIXED RATE REVENUE AND GENERAL
OBLIGATION (GO) BONDS-- 98.5% (Cost $28,863,827) $ 28,684,936
------------
27
<PAGE>
THE JAMESTOWN TAX EXEMPT VIRGINIA FUND
PORTFOLIO OF INVESTMENTS (Continued)
================================================================================
SHARES MONEY MARKETS-- 1.1% VALUE
--------------------------------------------------------------------------------
325,856 Firstar Tax-Free Fund (Cost $325,856) ............ $ 325,856
------------
TOTAL INVESTMENTS AT VALUE-- 99.6%
(Cost $29,189,683) ............................... $ 29,010,792
OTHER ASSETS IN EXCESS OF LIABILITIES-- 0.4% ..... 127,451
------------
NET ASSETS-- 100.0% .............................. $ 29,138,243
============
See accompanying notes to financial statements.
28
<PAGE>
THE JAMESTOWN INTERNATIONAL EQUITY FUND
PORTFOLIO OF INVESTMENTS
MARCH 31, 2000
================================================================================
SHARES COMMON STOCKS-- 96.9% VALUE
--------------------------------------------------------------------------------
BRAZIL-- 0.9%
31,333 Embratel Participacoes SA ........................ $ 802,908
------------
CANADA-- 3.9%
16,600 BCE, Inc. ........................................ 2,069,569
21,200 The Seagram Company Ltd. ......................... 1,257,281
------------
3,326,850
------------
FRANCE-- 8.6%
17,216 Aventis SA ....................................... 942,312
5,760 Carrefour SA ..................................... 738,023
27,453 Rhodia SA ........................................ 491,245
8,970 Suez Lyonnaise des Eaux .......................... 1,541,577
6,613 Total Fina Elf ................................... 990,329
9,369 Valeo SA ......................................... 461,259
18,676 Vivendi .......................................... 2,153,463
------------
7,318,208
------------
GERMANY-- 14.2%
17,772 Aventis SA ....................................... 935,331
39,136 Bayerische Motoren Werke (BMW) AG ................ 1,233,952
18,498 Dresdner Bank AG ................................. 759,362
13,471 Mannesmann AG .................................... 4,305,394
29,770 Metallgesellschaft AG ............................ 554,070
2,571 SAP AG ........................................... 1,851,293
10,490 Siemens AG ....................................... 1,510,701
395 United Internet AG ............................... 113,393
18,346 Veba AG .......................................... 937,452
------------
12,200,948
------------
GREECE-- 0.5%
14,200 Hellenic Telecommunications Organization SA (OTE) 404,311
------------
HONG KONG-- 3.6%
166,000 China Telecom (Hong Kong) Ltd. ................... 1,455,018
91,000 Hutchison Whampoa Ltd. ........................... 1,642,009
------------
3,097,027
------------
HUNGARY-- 0.2%
2,020 Richter Gedeon Ltd. - GDR ........................ 132,816
------------
ITALY-- 5.9%
330,623 Banca Nazionale del Lavoro (BNL)(a) .............. 1,126,288
156,522 Credito Italiano SpA ............................. 623,068
102,006 Mediaset SpA ..................................... 2,026,374
106,116 Telecom Italia SpA ............................... 1,301,774
------------
5,077,504
------------
JAPAN-- 26.8%
161,000 Fuji Bank Ltd. ........................... 1,514,795
36,000 Fujitsu Ltd. ..................................... 1,105,640
26,000 Kao Corporation .................................. 795,983
5,400 Matsushita Communication Industrial Co., Ltd. .... 995,076
11,000 Murata Manufacturing Company Ltd. ................ 2,675,864
29
<PAGE>
THE JAMESTOWN INTERNATIONAL EQUITY FUND
PORTFOLIO OF INVESTMENTS (Continued)
================================================================================
SHARES COMMON STOCKS-- 96.9% (CONTINUED) VALUE
--------------------------------------------------------------------------------
JAPAN-- 26.8% (Continued)
72,000 Nikko Securities Company Ltd. .................... $ 1,090,898
84 Nippon Telegraph and Telephone Corporation ....... 1,334,958
27,000 Nomura Securities Company Ltd. ................... 881,880
103 NTT Mobile Communication Network, Inc. ........... 4,227,856
16,000 Pioneer Corporation .............................. 453,956
6,300 Rohm Company ..................................... 2,192,853
201,000 Sakura Bank Ltd. ................................. 1,530,551
45,000 Sanwa Bank Ltd. .................................. 468,581
2,080 Shohkoh Fund & Company Ltd. ...................... 302,169
400 Softbank Corporation ............................. 410,046
6,000 Taisho Pharmaceutical Co., Ltd. .................. 207,088
23,000 Takeda Chemical Industries ....................... 1,637,011
4,500 Takefugi Corporation ............................. 482,621
13,000 Yamanouchi Pharmaceutical Company Ltd. ........... 712,329
------------
23,020,155
------------
KOREA-- 1.4%
12,290 Korea Telecom Corporation - ADR .................. 537,688
17,586 SK Telecom Co., Ltd. ............................. 685,843
------------
1,223,531
------------
MEXICO-- 0.9%
11,734 Telefonos de Mexico SA ........................... 786,178
------------
NETHERLANDS-- 11.2%
12,158 Gucci Group NV - ADR ............................. 1,081,302
10,333 ING Groep NV ..................................... 559,641
30,609 KPN NV ........................................... 3,504,519
6,581 KPNQwest NV ...................................... 350,133
5,058 Laurus NV ........................................ 53,235
6,848 Philips Electronics NV ........................... 1,150,681
19,280 Vendex International NV .......................... 317,323
38,996 VNU NV ........................................... 2,296,755
12,845 World Online International NV .................... 287,004
------------
9,600,593
------------
SINGAPORE-- 1.0%
66,000 DBS Group Holdings Ltd. .......................... 872,026
------------
SPAIN-- 1.7%
59,313 Telefonica SA .................................... 1,498,375
------------
SWEDEN-- 1.9%
18,716 Telefonaktiebolaget LM Ericsson AB ............... 1,644,149
------------
SWITZERLAND-- 2.0%
2,203 Clariant AG ...................................... 829,421
668 Novartis AG ...................................... 913,594
------------
1,743,015
------------
30
<PAGE>
THE JAMESTOWN INTERNATIONAL EQUITY FUND
PORTFOLIO OF INVESTMENTS (Continued)
================================================================================
SHARES COMMON STOCKS-- 96.9% (CONTINUED) VALUE
--------------------------------------------------------------------------------
UNITED KINGDOM-- 12.2%
29,082 Astra Zeneca Group PLC ........................... $ 1,173,317
248,780 British Aerospace PLC ............................ 1,397,013
78,869 Cable & Wireless PLC ............................. 1,480,898
108,355 Diageo PLC ....................................... 827,129
7,490 Energis PLC ...................................... 349,861
53,231 Glaxo Wellcome PLC ............................... 1,522,605
47,968 Railtrack Group PLC .............................. 560,534
160,613 Reed International PLC ........................... 1,175,436
168,537 Somerfield PLC ................................... 149,221
97,780 Telewest Communications PLC ...................... 751,084
188,599 Vodafone Group PLC ............................... 1,051,548
------------
10,438,646
------------
TOTAL COMMON STOCKS-- 96.9% (Cost $57,812,502) ... $ 83,187,240
OTHER ASSETS IN EXCESS OF LIABILITIES-- 3.1% ..... 2,662,040
------------
NET ASSETS-- 100.0% .............................. $ 85,849,280
============
(a) Non-income producing security.
See accompanying notes to financial statements.
31
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
================================================================================
To the Shareholders and Board of Trustees
The Williamsburg Investment Trust
Cincinnati, Ohio
We have audited the accompanying statements of assets and liabilities of
The Jamestown Balanced Fund, The Jamestown Equity Fund, The Jamestown Tax Exempt
Virginia Fund and The Jamestown International Equity Fund (each a series of The
Williamsburg Investment Trust), including the portfolios of investments, as of
March 31, 2000, and the related statements of operations for the year then
ended, and the statements of changes in net assets for each of the two years in
the period then ended, and the financial highlights for each of the periods
indicated thereon. These financial statements and financial highlights are the
responsibility of the Funds' management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards required that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of March
31, 2000 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial positions of
The Jamestown Balanced Fund, The Jamestown Equity Fund, The Jamestown Tax Exempt
Virginia Fund and The Jamestown International Equity Fund as of March 31, 2000,
the results of their operations for the year then ended, the changes in their
net assets for each of the two years in the period then ended and the financial
highlights for the periods referred to above, in conformity with generally
accepted accounting principles.
Tait, Weller & Baker
Philadelphia, Pennsylvania
April 28, 2000
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