Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Williamsburg Investment Trust
The Government Street Equity Fund
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(Name of Registrant as Specified in Its Charter)
n/a
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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<PAGE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing party:
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4) Date filed:
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<PAGE>
THE GOVERNMENT STREET FUNDS
THE ALABAMA TAX FREE BOND FUND
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NO-LOAD MUTUAL FUNDS
Investment Advisor Shareholder Services
T. Leavell & Associates, Inc. c/o Integrated Fund Services, Inc.
150 Government Street P.O. Box 5354
P.O. Box 1307 Cincinnati, Ohio 45201-5354
Mobile, Alabama 36633 1-800-443-4249
1-205-433-3709
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September 29, 2000
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
The Government Street Equity Fund (the "Fund") to be held Monday, November 13,
2000 at 10:00 a.m. at 135 Merchant Street, Suite 230, Cincinnati, Ohio 45246.
The primary purpose of the Special Meeting is to approve or disapprove a
change in one of the Fund's fundamental investment limitations to allow the Fund
to write covered call options. The Adviser's use of covered call options is
intended to increase the total return of the Fund's investment portfolio. It is
anticipated that the covered calls will be written primarily against highly
appreciated, low basis securities in order to increase income flows. The Adviser
expects that the Fund's use of covered calls will be very limited in scope and
that it will not conflict in any way with the portfolio management techniques
currently employed for the Fund and will not increase the risk of an investment
in the Fund.
The Board of Trustees has given full and careful consideration to the
matter submitted to shareholders and has concluded that the proposal is in the
best interests of the Fund and its shareholders. The Board of Trustees,
therefore, recommends that you vote "FOR" the proposal discussed herein.
Regardless of the number of shares you own, it is important that they are
represented and voted. If you cannot personally attend the Special Shareholders'
Meeting, we would appreciate your promptly voting, signing and returning the
enclosed proxy in the postage-paid envelope provided.
Very truly yours,
--------------------------------
Richard Mitchell
President
<PAGE>
WILLIAMSBURG INVESTMENT TRUST
THE GOVERNMENT STREET EQUITY FUND
SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 13, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The Government Street Equity Fund
The undersigned hereby appoints John F. Splain and Mark J. Seger, and each of
them, as Proxies with power of substitution and hereby authorizes each of them
to represent and to vote as provided on the reverse side, all shares of
beneficial interest of the above Fund which the undersigned is entitled to vote
at the Special Meeting of shareholders to be held November 13, 2000 or at any
adjournment thereof.
The undersigned acknowledges receipt of the Notice of Special Meeting and Proxy
Statement dated November 13, 2000.
Date:
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NOTE: Please sign exactly as your name
appears on this proxy. If signing for
an estate, trust or corporation, title
or capacity should be stated. If the
shares are held jointly, both signers
should sign, although the signature of
one will bind the other.
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Signature(s) PLEASE SIGN IN THE BOX
ABOVE
<PAGE>
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOX BELOW, AS SHOWN,
USING BLUE OR BLACK INK OR DARK PENCIL. DO NOT USE RED INK.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS DESCRIBED
HEREIN.
1. With respect to the approval or disapproval of an amendment to the Fund's
fundamental investment limitation regarding options to permit the Fund to
write covered call options.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the Special Meeting.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE SIDE, AND RETURN IT
PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.
<PAGE>
WILLIAMSBURG INVESTMENT TRUST
150 GOVERNMENT STREET
MOBILE, ALABAMA 36602
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF
THE GOVERNMENT STREET EQUITY FUND
TO BE HELD NOVEMBER 13, 2000
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NOTICE IS HEREBY GIVEN that a special meeting of shareholders of The
Government Street Equity Fund (the "Fund") will be held Monday, November 13,
2000 at 10:00 a.m. at 135 Merchant Street, Suite 230, Cincinnati, Ohio 45246 to
consider and vote on the following matters:
1. To approve or disapprove an amendment to the Fund's fundamental investment
limitation regarding options in order to permit the Fund to write covered
call options; and
2. To transact any other business, not currently contemplated, that may
properly come before the meeting at the discretion of the proxies or their
substitutes.
Shareholders of record at the close of business on September 12, 2000 are
entitled to notice of, and to vote at, this meeting or any adjournment thereof.
By order of the Board of Trustees,
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Tina D. Hosking
Secretary
September 29, 2000
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Please execute the enclosed proxy and return it promptly in the enclosed
envelope, thus avoiding unnecessary expense and delay. No postage is required if
mailed in the United States. The proxy is revocable and will not affect your
right to vote in person if you attend the meeting.
<PAGE>
WILLIAMSBURG INVESTMENT TRUST
150 GOVERNMENT STREET
MOBILE, ALABAMA 36602
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SPECIAL MEETING OF SHAREHOLDERS
THE GOVERNMENT STREET EQUITY FUND
TO BE HELD NOVEMBER 13, 2000
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PROXY STATEMENT
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This proxy statement is furnished in connection with the solicitation by the
Board of Trustees of Williamsburg Investment Trust (the "Trust") of proxies for
use at the special meeting (the "Special Meeting") of shareholders of The
Government Street Equity Fund (the "Fund") or at any adjournment thereof. This
proxy statement and form of proxy were first mailed to shareholders on or about
September 29, 2000.
The purpose of the Special Meeting is to approve or disapprove an amendment to
the Fund's fundamental investment limitation regarding options in order to
permit the Fund to write covered call options.
A proxy, if properly executed, duly returned and not revoked, will be voted in
accordance with the specifications thereon. A proxy which is properly executed
that has no voting instructions to a proposal will be voted for that proposal,
as in the case of broker non-votes as described below. A shareholder may revoke
a proxy at any time prior to use by filing with the Secretary of the Trust an
instrument revoking the proxy, by submitting a proxy bearing a later date, or by
attending and voting at the Special Meeting.
The Fund has retained Management Information Services Corp. ("MIS") to solicit
proxies for the Special Meeting. MIS is responsible for printing proxy cards,
mailing proxy material to shareholders, soliciting brokers, custodians, nominees
and fiduciaries, tabulating the returned proxies and performing other proxy
solicitation services. The anticipated cost of such services is approximately
$2,000 and will be paid by the Fund. The Fund will also pay the printing and
postage costs of the solicitation.
In addition to solicitation through the mails, proxies may be solicited by
officers, employees and agents of the Fund at the expense of the Fund. Such
solicitation may be by telephone, facsimile or otherwise. The Fund will
reimburse MIS, brokers, custodians, nominees and fiduciaries for the reasonable
expenses incurred by them in connection with forwarding solicitation materials
to the beneficial owners of shares held of record by such persons.
The Fund's Annual Report for the fiscal year ended March 31, 2000 is available
at no charge by writing to the Fund at P.O. Box 5354, Cincinnati, Ohio
45201-5354, or by calling the Fund nationwide (toll-free) at 888-443-4249.
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<PAGE>
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Trustees has fixed the close of business September 12, 2000 (the
"Record Date") as the record date for the determination of shareholders entitled
to notice of, and to vote at, the Special Meeting or any adjournment thereof. As
of the Record Date there were 2,083,984.140 shares of beneficial interest, no
par value, of the Fund outstanding. All full shares of the Fund are entitled to
one vote, with proportionate voting for fractional shares.
On the Record Date, Charles Schwab and Company, Inc., 101 Montgomery Street, San
Francisco, California 94104, owned of record 49.0% of the Fund, and Saltco, P.O.
Box 469, Brewton, Alabama 36427, owned of record 16.68% of the Fund. No other
persons owned of record and, according to information available to the Fund, no
other persons owned beneficially 5% or more of the Fund's outstanding shares.
If a quorum (more than 50% of the outstanding shares of the Fund) is represented
at the meeting, the vote of a majority of the outstanding shares of the Fund is
required for approval of the proposal being submitted to shareholders at the
Special Meeting. The vote of a majority of the outstanding shares means the vote
of the lesser of (1) 67% or more of the shares present or represented by proxy
at the Special Meeting, if the holders of more than 50% of the outstanding
shares are present or represented by proxy, or (2) more than 50% of the
outstanding shares. If a quorum is present at the Special Meeting but sufficient
votes to approve the proposal are not received, the persons named as proxies may
propose one or more adjournments of the Special Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of those shares represented at the Special Meeting in person or by
proxy. A shareholder vote may be taken on the proposal in this proxy statement
prior to any such adjournment if sufficient votes have been received and it is
otherwise appropriate. Abstentions and "broker non-votes" are counted for
purposes of determining whether a quorum is present but do not represent votes
cast with respect to a proposal. "Broker non-votes" are shares held by a broker
or nominee for which an executed proxy is received by the Fund, but are not
voted as to one or more proposals because instructions have not been received
from the beneficial owners or persons entitled to vote and the broker or nominee
does not have discretionary voting power.
The Trustees of the Trust intend to vote all of their shares in favor of the
proposals described herein. All Trustees and officers as a group owned of record
or beneficially less than 1% of the Fund's outstanding shares on the Record
Date.
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<PAGE>
I. APPROVAL OR DISAPPROVAL OF AN AMENDMENT TO THE FUNDAMENTAL INVESTMENT
LIMITATION REGARDING OPTIONS IN ORDER TO PERMIT THE FUND TO WRITE COVERED
CALL OPTIONS.
The Fund's fundamental investment limitations, as set forth in the section
"Investment Restrictions" in the Fund's Statement of Additional Information,
currently contain a prohibition on the writing of covered call options. The
Adviser is proposing, and on August 14, 2000, the Board of Trustees unanimously
approved, subject to shareholder approval, a change in this policy to allow the
fund to write covered call options. This change is being proposed in order to
provide the Adviser with greater flexibility in managing the Fund.
Call options written by the Fund will give the holder the right to buy the
underlying securities from the Fund at a stated exercise price. These options
are covered by the Fund because, in the case of call options, it will own the
underlying securities as long as the option is outstanding. The Fund will
receive a premium from writing a call option, which increases the Fund's return
in the event the option expires unexercised or is closed out at a profit. The
amount of the premium will reflect, among other things, the relationship of the
market price of the underlying security to the exercise price of the option and
the remaining term of the option. By writing a call option, the Fund limits its
opportunity to profit from any increase in the market value of the underlying
security above the exercise price of the option.
The Fund's use of covered call options is intended to increase the total return
of the Fund's investment portfolio. It is anticipated that the covered calls
will be written primarily against highly appreciated, low basis securities to
increase income flows. The Adviser expects that the Fund's use of covered calls
will be very limited in scope and that it will not conflict in any way with the
portfolio management techniques currently employed for the Fund and will not
increase the risk of an investment in the Fund.
Management is therefore proposing, and the Board of Trustees has unanimously
approved, an amendment to the following limitation:
"The Fund may not write, purchase or sell puts, calls or combinations
thereof, or purchase or sell commodities, commodities contracts, futures
contracts or related options."
The proposed amendment would replace the current limitation with the following:
"The Fund may not write, purchase or sell puts, calls or combinations
thereof, or purchase or sell commodities, commodities contracts, futures
contracts or related options, except that the Fund may write (sell) covered
call options against its portfolio securities, and purchase corresponding
call options in a closing purchase transaction."
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO AMEND THE
FUND'S FUNDAMENTAL INVESTMENT POLICY REGARDING COVERED CALL OPTIONS.
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<PAGE>
II. OTHER BUSINESS
The Fund's administrator, fund accountant and transfer agent is Integrated Fund
Services, Inc., P.O. Box 5354, Cincinnati, Ohio 45202. The Fund does not employ
a principal underwriter.
The proxy holders have no present intention of bringing any matters before the
Special Meeting other than those specifically referred to above or matters in
connection with or for the purpose of effecting the same. Neither the proxy
holders nor the Board of Trustees are aware of any matters which may be
presented by others. If any other business shall properly come before the
Special Meeting, the proxy holders intend to vote thereon in accordance with
their best judgment.
Any shareholder proposal intended to be presented at the next shareholder
meeting must be received by the Trust for inclusion in its proxy statement and
form of proxy relating to such meeting at a reasonable time before the
solicitation of proxies for the meeting is made.
By Order of the Board of Trustees,
Tina D. Hosking
Secretary
Date: September 29, 2000
Please complete, date and sign the enclosed Proxy and return it promptly in the
enclosed reply envelope. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
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