December 1, 2000
THE DAVENPORT EQUITY FUND
Supplement to Prospectus dated August 1, 2000
The Prospectus, dated August 1, 2000, of The Davenport Equity Fund (the
"Fund") is hereby amended to reflect the following new information:
New Transfer Agent
------------------
The Fund has approved Ultimus Fund Solutions, LLC as the new transfer agent of
the Fund. The Fund's toll-free number has not changed. Continue to call
1-800-281-3217 for information or assistance.
Bank Wire Orders
----------------
For persons desiring to invest in the Fund by bank wire, your bank should now
use the following wire instructions:
Firstar Bank
ABA #042000013
For Davenport Equity Fund #19945-6765
For further credit to: [shareholder's name and account #]
For further information concerning purchases or redemptions of Fund shares, see
"How to Purchase Shares" and "How to Redeem Shares" in the Prospectus.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
THE DAVENPORT EQUITY FUND
AUGUST 1, 2000
REVISED DECEMBER 1, 2000
A SERIES OF
WILLIAMSBURG INVESTMENT TRUST
135 MERCHANT STREET, SUITE 230
CINCINNATI, OHIO 45246
TELEPHONE 1-800-443-4249
TABLE OF CONTENTS
INVESTMENT OBJECTIVE, STRATEGIES AND RELATED RISKS.............................2
INVESTMENT LIMITATIONS.........................................................4
TRUSTEES AND OFFICERS..........................................................6
INVESTMENT ADVISER.............................................................9
ADMINISTRATOR.................................................................10
OTHER SERVICES................................................................11
BROKERAGE.....................................................................11
SPECIAL SHAREHOLDER SERVICES..................................................12
PURCHASE OF SHARES............................................................14
REDEMPTION OF SHARES..........................................................15
NET ASSET VALUE DETERMINATION.................................................15
ALLOCATION OF TRUST EXPENSES..................................................15
ADDITIONAL TAX INFORMATION....................................................16
CAPITAL SHARES AND VOTING.....................................................17
CALCULATION OF PERFORMANCE DATA...............................................18
FINANCIAL STATEMENTS AND REPORTS..............................................20
This Statement of Additional Information is not a prospectus and should only be
read in conjunction with the Prospectus of The Davenport Equity Fund (the
"Fund") dated August 1, 2000. The Prospectus may be obtained from the Fund at
the address and phone number shown above at no charge.
<PAGE>
INVESTMENT OBJECTIVE, STRATEGIES AND RELATED RISKS
The investment objective and principal strategies of the Fund 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. The Fund may invest up to 10% of its assets in foreign
securities if the Adviser believes such investment would be consistent with the
Fund's investment objective. The Fund may invest in securities of foreign
issuers directly or in the form of sponsored American Depository
Receipts("ADR"). ADR's are receipts typically issued by an American bank or
trust company that evidence ownership of underlying securities issued by a
foreign corporation. 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.
SHARES OF OTHER INVESTMENT COMPANIES. The Fund may invest up to 5% of its net
assets in shares of other investment companies, including Standard & Poor's
Depository Receipts ("SPDRs") and shares of the DIAMONDS Trust ("DIAMONDs").
SPDRs are exchange-traded securities that represent ownership in the SPDR Trust,
a long-term unit investment trust which has been established to accumulate and
hold a portfolio of common stocks that is intended to track the price
performance and dividend yield of the Standard & Poor's Composite Stock Price
Index. Holders of SPDRs are entitled to receive proportionate quarterly
distributions corresponding to the dividends which accrue on the S&P 500 stocks
in the underlying portfolio, less accumulated expenses of the SPDR Trust.
DIAMONDs operate similarly to SPDRs, except that the DIAMONDS Trust is intended
to track the price performance and dividend yield of the Dow Jones Industrial
Average. SPDRs and DIAMONDs are unlike traditional mutual funds in that they are
available for purchase or sale during the trading day like a share of stock,
rather than
2
<PAGE>
at closing net asset value per share. This characteristic of SPDRs and DIAMONDs
is a risk separate and distinct from the risk that its net asset value will
decrease.
To the extent the Fund invests in securities of other investment companies, Fund
shareholders would indirectly pay a portion of the operating costs of such
companies. These costs include management, brokerage, shareholder servicing and
other operational expenses. Indirectly, then, shareholders may pay higher
operational costs than if they owned the underlying investment companies
directly.
REPURCHASE AGREEMENTS. The Fund may acquire U.S. Government Securities subject
to repurchase agreements. A repurchase transaction occurs when, at the time the
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.
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
Fund's 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 Fund holds 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 Fund's custodian either directly or through a securities depository.
The Fund will not enter into a repurchase agreement which will cause more than
10% of its assets to be invested in repurchase agreements which extend beyond
seven days and other illiquid securities.
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 Fund. 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"
3
<PAGE>
such a time draft, it assumes liability for its payment. When the Fund acquires
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
Fund 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
Fund 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 Fund only through the Master Note program of the Fund's 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 Fund.
INVESTMENT LIMITATIONS
The Fund has 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 Fund. A "majority" for
this purpose, means the lesser of (i) 67% of the 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, the 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
(except that securities of the U.S. Government, its agencies and
instrumentalities are not subject to these limitations);
(3) Invest for the purpose of exercising control or management of another
issuer;
(4) Invest in interests in real estate, real estate mortgage loans, oil, gas or
other mineral exploration or development programs, except that the Fund may
invest in the securities of companies (other than those which are not
readily marketable) which own or deal in such things, and the Fund may
invest in mortgage-backed securities;
4
<PAGE>
(5) Underwrite securities issued by others, except to the extent the Fund may
be deemed to be an underwriter under the federal securities laws in
connection with the disposition of portfolio securities;
(6) Purchase securities on margin (but the Fund may obtain such short-term
credits as may be necessary for the clearance of transactions);
(7) 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.);
(8) Make loans of money or securities, except that the Fund may invest in
repurchase agreements;
(9) Write, purchase or sell commodities, commodities contracts, commodities
futures contracts, warrants on commodities or related options; or
(10) Issue or sell any senior security as defined by the Investment Company Act
of 1940 except insofar as any borrowing that the Fund may engage in may be
deemed to be an issuance of a senior security;
(11) Borrow money or pledge its assets, except that it may borrow from banks as
a temporary measure for extraordinary or emergency purposes, in amounts not
exceeding 5% of the Fund's assets, or in order to meet redemption requests
which might otherwise require untimely disposition of portfolio securities
if, immediately after such borrowing, the value of the Fund's assets,
including all borrowings then outstanding, less its liabilities (excluding
all borrowings), is equal to at least 300% of the aggregate amount of
borrowings then outstanding, and may pledge its assets to secure all
borrowings;
(12) Invest in restricted securities, or invest more than 15% of the Fund's net
assets in other illiquid securities, including repurchase agreements
maturing in over seven days, and other securities for which there is no
established market or for which market quotations are not readily
available;
(13) Write, acquire or sell puts, calls or combinations thereof, or purchase or
sell commodities, commodities contracts, futures contracts or related
options; and
(14) Purchase securities of other investment companies, except through purchases
in the open market involving only customary brokerage commissions and as a
result of which not more than 5% of the Fund's total assets would be
invested in such securities, or except as part of a merger, consolidation
or other acquisition.
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. While the
5
<PAGE>
Fund has reserved the right to make short sales "against the box" (limitation
number 7, above), the Adviser has no present intention of engaging in such
transactions at this time or during the coming year.
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 None
Trustee** Director of Lowe, Brockenbrough
President & Company, Inc.,
The Jamestown International Equity Fund Richmond, Virginia;
The Jamestown Tax Exempt Virginia Fund Director of Tredegar Industries,
6620 West Broad Street Inc. (plastics manufacturer) and
Suite 300 Wilkinson O'Grady & Co. Inc.
Richmond, Virginia 23230 (global asset manager); Trustee
of University of Richmond
John T. Bruce (age 46) Principal of None
Trustee and Chairman** Flippin, Bruce & Porter, Inc.,
Vice President Lynchburg, Virginia
FBP Contrarian Balanced Fund
FBP Contrarian Equity Fund
800 Main Street
Lynchburg, Virginia 24504
Charles M. Caravati, Jr. (age 63) Physician $12,500
Trustee** Dermatology Associates of
931 Broad Street Road Virginia, P.C.,
Manakin Sabot, Virginia 23103 Richmond, Virginia
J. Finley Lee (age 60) Julian Price Professor Emeritus of $12,500
Trustee Business Administration
105 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)
6
<PAGE>
Richard Mitchell (age 51) Principal of None
Trustee** T. Leavell & Associates, Inc.,
President Mobile, 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 $12,500
Trustee University of Richmond,
University of Richmond Richmond, Virginia;
G19 Boatright Library Director of Tredegar
Richmond, Virginia 23173 Industries, Inc. (plastics
manufacturer)
Harris V. Morrissette (age 40) President of $12,500
Trustee Marshall Biscuit Co. Inc.,
1500 S. Beltline Hwy. Mobile, Alabama;
Mobile, Alabama 36693 Chairman of Azalea Aviation, Inc.
(airplane fueling)
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 $13,500
Trustee General Counsel of Stateside
2300 Clarendon Blvd. Associates, Inc., Arlington,
Suite 407 Virginia; Director of The Swiss
Arlington, Virginia 22201 Helvetia Fund, Inc. (closed-end
investment company)
John P. Ackerly IV (age 37) Portfolio Manager of None
Vice President Davenport & Company LLC,
The Davenport Equity Fund Richmond, Virginia.
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
Charles M. Caravati III (age 34) Assistant Portfolio Manager of None
Vice President Lowe, Brockenbrough & Company, Inc.,
The Jamestown Balanced Fund Richmond, Virginia
The Jamestown Equity Fund
The Jamestown International Equity Fund
6620 West Broad Street
Suite 300
Richmond, Virginia 23230
7
<PAGE>
Robert G. Dorsey (age 43) Managing Director of Ultimus Fund None
Vice President Solutions, LLC and Ultimus Fund
135 Merchant Street, Suite 230 Distributors, LLC, Cincinnati, Ohio.
Cincinnati, Ohio 45246 Prior to March 1999, President of
Countrywide Fund Services, Inc.
John M. Flippin (age 58) Principal of None
President Flippin, Bruce & Porter, Inc.,
FBP Contrarian Balanced Fund Lynchburg, Virginia
FBP Contrarian Equity Fund
800 Main Street
Lynchburg, Virginia 24504
Timothy S. Healey (age 47) Principal of None
Vice President T. Leavell & Associates, Inc.,
The Alabama Tax Free Bond Fund Mobile, Alabama
600 Luckie Drive
Luckie Building, Suite 305
Birmingham, Alabama 35223
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 None
Vice President Flippin, Bruce & Porter, Inc.,
FBP Contrarian Balanced Fund Lynchburg, Virginia
FBP Contrarian Equity Fund
800 Main Street
Lynchburg, Virginia 24504
Mark J. Seger (age 38) Managing Director of Ultimus Fund None
Treasurer Solutions, LLC and Ultimus Fund
135 Merchant Street, Suite 230 Distributors, LLC, Cincinnati, Ohio.
Cincinnati, Ohio 45246 Prior to March 1999, First Vice
President of Countrywide Fund
Services, Inc.
Henry C. Spalding, Jr. (age 62) Executive Vice President of None
President Lowe, Brockenbrough & Company, Inc.,
The Jamestown Balanced Fund Richmond, Virginia
The Jamestown Equity Fund
6620 West Broad Street
Suite 300
Richmond, Virginia 23230
John F. Splain (age 44) Managing Director of Ultimus Fund None
Secretary Solutions, LLC and Ultimus Fund
135 Merchant Street, Suite 230 Distributors, LLC, Cincinnati, Ohio.
Cincinnati, Ohio 45246 Prior to March 1999, First Vice
President and Secretary of Countrywide
Fund Services, Inc. and affiliated
companies
8
<PAGE>
Connie R. Taylor (age 49) Administrator of None
Vice President Lowe, 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 None
Vice President Lowe, 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 LLC,
The Davenport Equity Fund Richmond, Virginia
One James Center, 901 E. Cary St.
Richmond, Virginia 23219
-----------------------------
</TABLE>
**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 and 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% of the then-outstanding shares of the Fund.
INVESTMENT ADVISER
Davenport & Company LLC (the "Adviser") supervises the Fund's investments
pursuant to an Advisory Agreement (the "Advisory Agreement") described in the
Prospectus. The Advisory Agreement is effective until April 1, 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 Fund's 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.
9
<PAGE>
Compensation of the Adviser with respect to the Fund is at the annual rate of
0.75% of the Fund's average daily net assets. For the fiscal years ended March
31, 2000 and March 31, 1999, the Fund paid the Adviser advisory fees of $501,397
and $329,707, respectively. For the fiscal period ended March 31, 1998, the
Adviser voluntarily waived its entire investment advisory fee of $24,350 and
reimbursed the Fund for $7,571 of other operating expenses.
The Adviser was originally organized in 1863, re-organized as a Virginia
corporation in 1972, and subsequently converted to a Limited Liability
Corporation in 1997. Through two Sub-S corporation unitholders, the Adviser has
99 owners all of whom are employees of the Adviser and none of whom own in
excess of 10% of the Adviser. In addition to acting as Adviser to the Fund, the
Adviser provides investment advice to corporations, trusts, pension and profit
sharing plans, other business and institutional accounts and individuals.
Davenport is a full-service broker-dealer.
The Adviser provides a continuous investment program for the Fund, including
investment research and management with respect to all securities, investments,
cash and cash equivalents of the Fund. The Adviser determines what securities
and other investments will be purchased, retained or sold by the Fund, and does
so in accordance with the investment objective and principal strategies of the
Fund as described herein and in the Prospectus. The Adviser places all
securities orders for the Fund, determining with which broker, dealer, or issuer
to place the orders. The Adviser must adhere to the brokerage policies of the
Fund 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
Fund to clients of such dealers or others or based on the average balance of all
accounts in the Fund for which such dealers or others are designated as the
person responsible for the account.
ADMINISTRATOR
The Fund has retained Ultimus Fund Solutions, LLC (the "Administrator"), 135
Merchant Street, Suite 230, Cincinnati, Ohio 45246, to provide administrative,
pricing, accounting, dividend, disbursing, shareholder servicing and transfer
agent services. 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.
10
<PAGE>
For the performance of these administrative services, the Fund pays the
Administrator a fee at the annual rate of 0.15% of the average value of its
daily net assets up to $25,000,000, 0.125% of such assets from $25,000,000 to
$50,000,000 and 0.10% of such assets in excess of $50,000,000. In addition, the
Fund pays out-of-pocket expenses, including but not limited to, postage,
envelopes, checks, drafts, forms, reports, record storage and communication
lines.
Prior to December 1, 2000, Integrated Fund Services, Inc. ("Integrated"), P.O.
Box 5354, Cincinnati, Ohio 45201, provided the Fund with administrative,
pricing, accounting, dividend disbursing, shareholder servicing and transfer
agent services. Integrated is a wholly-owned indirect subsidiary of The Western
and Southern Life Insurance Company. For the fiscal periods ended March 31,
2000, 1999 and 1998, Integrated received from the Fund fees of $118,941, $83,035
and $6,011, respectively.
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 Fund's 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 Fund's assets is Firstar Bank, N.A., 425 Walnut Street,
Cincinnati, Ohio 45202. The Custodian holds all cash and securities of the Fund
(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 Fund.
BROKERAGE
It is the Fund's 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 Fund's portfolio transactions.
The Fund's common stock portfolio transactions will normally be exchange traded.
With respect to securities traded only in the over-the-counter market, orders
will be executed on an agency basis in such securities except where better
prices or executions may be obtained on a principal basis.
To the maximum extent feasible, it is expected that the Fund's portfolio
securities transactions will be executed through the Adviser. The Adviser seeks
to provide quality execution at the best net results, taking into consideration
such factors as price, size and complexity of order. Other important factors
include efficiency of execution, reliability, integrity, confidentiality, and
overall responsiveness of the Adviser's wire room. Also, the operational
capability, settlement and reporting functions of the Adviser and the ability to
enter trades and view Fund information electronically are important factors in
deciding to execute trades internally through the Adviser.
The Fund has adopted brokerage policies which allow the Adviser to prefer
brokers which provide research or other valuable services to the Adviser and/or
the Fund. In all cases, the
11
<PAGE>
primary consideration for selection of broker-dealers through which to execute
brokerage transactions will be to obtain the most favorable price and execution
for the Fund. Research services obtained through the Fund's brokerage
transactions may be used by the Adviser for its other clients; conversely, the
Fund may benefit from research services obtained through the brokerage
transactions of the Adviser's other clients. Subject to the requirements of the
1940 Act and procedures adopted by the Board of Trustees, the Fund may execute
portfolio transactions through any broker or dealer and pay brokerage
commissions to a broker (i) which is an affiliated person of the Trust, or (ii)
which is an affiliated person of such person, or (iii) an affiliated person of
which is an affiliated person of the Trust or the Adviser.
While there is no formula, agreement or undertaking to do so, the Adviser may
allocate a portion of the 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
Fund may benefit from such transactions effected for the benefit of other
clients. In all cases, the Adviser is obligated to effect transactions for the
Fund based upon obtaining the most favorable price and execution. Factors
considered by the Adviser in determining whether the Fund 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.
The Fund paid no brokerage commissions for the fiscal year ended March 31, 2000.
All transactions were executed through the Adviser, which waived all brokerage
commissions. The Fund could potentially incur brokerage commissions at any time
should the Adviser elect not to waive commissions or if Fund trades are placed
through outside brokers.
CODE OF ETHICS. The Trust and the Adviser 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 Fund.
The Codes of Ethics adopted by the Trust and the Adviser are on public file
with, and are available from, the SEC.
SPECIAL SHAREHOLDER SERVICES
As noted in the Prospectus, the Fund offers 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 Fund, 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.
12
<PAGE>
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 payments, in amounts of not less than $100 per payment, by
authorizing the Fund 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 "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 Fund. 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 Fund upon sixty days'
written notice or by a shareholder upon written notice to the Fund. Applications
and further details may be obtained by calling the Fund at 1-800-443-4249, or by
writing to:
The Davenport Equity Fund
Shareholder Services
P.O. Box 46707
Cincinnati, Ohio 45246-0707
PURCHASES IN KIND. The Fund may accept securities in lieu of cash in payment for
the purchase of shares of the Fund. 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 Fund, 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 Fund does not intend, under normal circumstances, to
redeem its 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 Fund to pay for all redemptions in cash. In such
case, the Board of Trustees may authorize payment to be made in
13
<PAGE>
portfolio securities or other property of the Fund. 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 has been
filed under Rule 18f-1 of the 1940 Act, wherein the Fund commits itself to pay
redemptions in cash, rather than in kind, to any shareholder of record of the
Fund who redeems during any ninety day period, the lesser of (a) $250,000 or (b)
one percent (1%) of the 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 Fund at the address shown herein. Your request should include the
following: (1) the existing account registration; (2) signature(s) of the
registered owner(s) exactly as the 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 Fund.
PURCHASE OF SHARES
The purchase price of shares of the 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 of 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 Fund until confirmed in writing (or unless other arrangements have been made
with the Fund, 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 Fund is required to, and will, withhold taxes on all distributions and
redemption proceeds if the number is not delivered to the Fund within 60 days.
The 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 FUND. The Fund has adopted initial investment
minimums for the purpose of reducing the cost to the Fund (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 Fund, 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
14
<PAGE>
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
The Fund may suspend redemption privileges or postpone the date of payment (i)
during any period that the Exchange is closed, or trading on the Exchange is
restricted as determined by the Securities and Exchange Commission (the
"Commission"), (ii) during any period when an emergency exists as defined by the
rules of the Commission as a result of which it is not reasonably practicable
for the Fund to dispose of securities owned by it, or to fairly determine the
value of its assets, and (iii) for such other periods as the Commission may
permit.
If your instructions request a redemption by wire, you will be charged a
processing fee by the Fund's Custodian. Any redemption may be more or less than
the shareholder's cost depending on the market value of the securities held by
the Funds. The Administrator reserves the right, upon thirty days' written
notice, to change the processing fee. All charges will be deducted from your
account by redemption of shares in your account. Your bank or brokerage firm may
also impose a charge for processing the wire. In the event that wire transfer of
funds is impossible or impractical, the redemption proceeds will be sent by mail
to the designated account.
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 Fund, and they have
adopted procedures to do so, as follows. The net asset value of the Fund is
determined as of the close of the regular session of trading of 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
The Fund 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 the Fund and its
shareholders; legal and auditing expenses; and the cost of stationery and forms
prepared exclusively for the Fund. 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.
15
<PAGE>
ADDITIONAL TAX INFORMATION
TAXATION OF THE FUND. The 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, the Fund
must distribute annually at least 90% of its net investment income. In addition
to this distribution requirement, the 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.
While the above requirements are aimed at qualification of the Fund as a
regulated investment company under Subchapter M of the Code, the Fund also
intends to comply with certain requirements of the Code to avoid liability for
federal income and excise tax. If the Fund remains qualified under Subchapter M,
it will not be subject to federal income tax to the extent it distributes its
taxable net investment income and net realized capital gains. A nondeductible 4%
federal excise tax will be imposed on the 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 the 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 Fund indeed will make sufficient distributions to avoid
entirely imposition of federal excise or income taxes.
As of March 31, 2000, the Fund had capital loss carryforwards for federal income
tax purposes of $1,290,580, which expire through the year 2008. In addition, the
Fund had net realized capital losses of $6,181 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 prior to distributing such gains to
shareholders.
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 FUND'S DIVIDENDS AND DISTRIBUTIONS. Dividends paid by the Fund
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 "How to Purchase Shares" in
the Prospectus.
For corporate shareholders, the dividends received deduction, if applicable,
should apply to dividends from the Fund. The 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
16
<PAGE>
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 Fund is a no-load, diversified, open-ended series of the Williamsburg
Investment Trust (the "Trust"), an investment company organized as a
Massachusetts business trust in July 1988. The Board of Trustees has overall
responsibility for management of the Fund under the laws of Massachusetts
governing the responsibilities of Trustees of business trusts.
Shares of the Fund, 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 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.
The Declaration of Trust of the Williamsburg Investment Trust currently provides
for the shares of ten funds, or series, to be issued. Shares of all ten series
have currently been issued, in addition to the Fund: shares of the FBP
Contrarian Equity Fund and the FBP Contrarian Balanced Fund, which are managed
by Flippin, Bruce & Porter, Inc. of Lynchburg, Virginia; shares of The Jamestown
Balanced Fund, The Jamestown Equity Fund, The Jamestown International Equity
Fund and The Jamestown Tax Exempt Virginia Fund, which are managed by Lowe,
Brockenbrough & Company, Inc. of Richmond, Virginia; and shares of The
Government Street Bond Fund, the Government Street Equity Fund and The Alabama
Tax Free Bond Fund, which are managed by T. Leavell & Associates, Inc. The
Trustees are permitted to create additional series, or funds, at any time.
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
17
<PAGE>
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.
Stock certificates will not be issued for your shares. Evidence of ownership
will be given by issuance of periodic account statements which will show the
number of shares owned.
Prior to January 24, 1994, the Trust was called The Nottingham Investment Trust.
CALCULATION OF PERFORMANCE DATA
The Fund may, from time to time, advertise certain total return and yield
information. The average annual total return of the Fund 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 the
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 formula P(l+T)n=ERV. The Fund's average
annual total return as of March 31, 2000 for one year is 14.93% and for the
period since inception (January 15, 1998) is 16.04%.
In addition, the Fund may advertise other total return performance data
("Nonstandardized Return"). Nonstandardized Return shows as a percentage rate of
return encompassing all elements of return (i.e., income and capital
appreciation or depreciation); it assumes reinvestment of all dividends and
capital gain distributions. Nonstandardized Return may consist of a cumulative
percentage of return, actual year-by-year rates or any combination thereof.
From time to time, the 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]
18
<PAGE>
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 the
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 Fund's yield for the 30 days
ended March 31, 2000 was .30%.
The Fund's 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, the 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 Fund's past 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 standardized indices in addition to the Fund's Prospectus to
obtain a more complete view of the Fund's performance before investing. Of
course, when comparing the Fund's 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 Fund may quote total returns
that are calculated on non-standardized base periods. The
19
<PAGE>
total returns represent the historic change in the value of an investment in the
Fund based on monthly reinvestment of dividends over a specified period of time.
From time to time the Fund 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 Fund may also disclose from time to
time information about its 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 Fund may also depict the historical performance of
the securities in which the Fund 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 Fund 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 Fund 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 Fund as of March 31, 2000, together with the report of the independent
accountants thereon, are included on the following pages.
20
<PAGE>
----------------
DAVENPORT
----------------
EQUITY FUND
----------------
ANNUAL REPORT
March 31, 2000
THE DAVENPORT EQUITY FUND
INVESTMENT ADVISER
Davenport & Company LLC
One James Center
901 East Cary Street
Richmond, Virginia 23219-4037
1-800-281-3217
ADMINISTRATOR
Integrated Fund Services, Inc.
312 Walnut Street
P.O. Box 5354
Cincinnati, Ohio 45201-5354
CUSTODIAN
Firstar Bank
425 Walnut Street
Cincinnati, Ohio 45202
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
OFFICERS
Joseph L. Antrim III, President
Coleman Wortham III, Vice President
J. Lee Keiger III, Vice President
John P. Ackerly IV, Vice President
<PAGE>
LETTER TO SHAREHOLDERS MAY 8, 2000
================================================================================
Dear Fellow Shareholder:
We are pleased to report that for the quarter ended March 31, 2000 your Fund was
up 4.3%. For the year ended March 31, 2000, the Fund increased 14.9% (since
inception, the Fund has returned 16.0% on an average annual basis). For
comparison, the Standard & Poors 500 Index and the Lipper Multi Cap Value
Universe were up 2.3% and 0.2%, respectively, for the quarter, and 17.9% and
5.4%, respectively, for the year ended March 31, 2000.
The daily gyrations of stocks could not have been better for keeping CNN viewers
glued to their sets. New Economy stocks maintained a strong lead going into the
last month of the quarter and as of March 7, 2000, the NASDAQ was up 19%, while
the Dow Jones Industrial Average was down 15%. The New Economy bulls'
explanation for the 34 percentage point divergence is that technology companies
are not impacted by rising interest rates because they are not users of credit
and their sales and earnings are not economically sensitive. Cynical types might
offer that technology investors are naive and do not understand that rising
interest rates are bad for all stocks. After all, the old axiom "don't fight the
Fed" is ingrained in many of our minds as a fundamental rule of investing.
In Peter Lynch's book on fundamental investing, Beating the Street, he lists 20
Golden Rules for investing. (Peter Lynch was the renowned manager of the
Fidelity Magellan Fund from 1977-1990). Rule number nine states, "Avoid hot
stocks in hot industries. Great companies in cold, non-growth industries are
consistent winners." This tenet may have served Mr. Lynch well during his tenure
when investing in undiscovered/undervalued stocks was successful, but if one
remained steadfast to his rule, you missed a majority of the market's run the
last three years. As the battle for market leadership wages on, we would guess
that Mr. Lynch's advice will not seem as old fashioned as it may seem today to
technology bulls, but perhaps will never sound as timely as it did in 1990.
SECURITIES ANALYSIS by Benjamin Graham and David Dodd has served as a guide for
investing for almost seventy years. According to chapter thirty five, "For the
vast majority of common stocks the dividend record and prospects have always
been the most important factor controlling investment quality and value." Given
the market's current lack of interest in dividends, this statement seems
humorous to many and to others a sad testament to the speculative nature of
current stock market conditions.
We continue to analyze the extreme valuation differences between many Old
Economy stocks and New Economy stocks. For example, how should one value a
company like Cisco? If one followed Mr. Lynch's rule you would never invest in
the leading routers and switching company in the World. After all, one could
hardly argue that Cisco, as the largest or second largest company in North
America, depending on the day, is undiscovered. Warren Buffet would not consider
investing in Cisco, because to paraphrase him, he does not understand technology
and is not going to try. For disciples of Securities Analysis, even considering
purchasing a stock that does not pay a dividend and trades at fifty times book
value would be blasphemy.
Cisco is an expensive stock based on most valuation metrics, and yet revenues
are growing at close to a 50% annual rate and earnings are growing much faster.
The company enjoys a near monopoly position in its field and has an enviable
reputation in making strategic acquisitions. One interesting element about the
company is that at the end of every day they know on an earnings per share basis
how much money they made or lost. Management of a company that can track its
earnings daily should not be surprised by the final tally at quarter end.
However, should a stock price like Cisco's that is based on tremendous future
growth ever disappoint, Wall Street investors will be shocked at how quickly and
how hard the stock is punished.
2
<PAGE>
We understand the risks of investing in technology as well as the risk of
"sticking your head in the sand and avoiding the group." In our investment
process we strive to find the appropriate balance. After all, our retirement
plan is invested in a similar manner. This balance is often uncomfortable, but
as the indices that were so far apart in mid-March have since converged we are
reminded of the benefits of diversification. We invest with an eye to
participate in the tremendous potential of the technology sector by
concentrating on the market leaders without losing sight of our overall value
bias. We believe the benefits of technological advancements should begin to add
value to companies outside the sector.
We are interested in investing in companies with strong management that
prudently and productively allocate the capital entrusted to them by
shareholders. The Internet and other technological advancements have increased
the level of competition and opportunities for all companies. Many companies are
investing heavily in technology. As with any significant capital expenditure, it
will take time to discover which companies are investing wisely and which are
investing foolishly. We believe the market will continue to reward companies
that earn superior returns on their investment. This is one investment doctrine
that has and should stand the test of time.
As stewards of our clients' assets and our own retirement plan, we take our
fiduciary responsibility seriously. We continue to believe in the benefits of a
well-diversified portfolio. To us this means having exposure to all major
economic sectors of the market. To some, diversification has become a "fuddy
duddy" term for those that are old fashioned. To us it is prudent in an
environment in which the Dow Jones Industrial Average is up 300 points and the
Nasdaq is down 300 points.
We look forward to facing the challenges in the market and reporting our
progress to you in the months to come. We thank you for your continued interest.
Sincerely,
Davenport & Company LLC
For additional Fund inquiries please contact your investment executive, or call
Davenport Asset Management at (888) 285-1863 or (804) 697-2999 to discover how
we can add value to your investments.
3
<PAGE>
PERFORMANCE INFORMATION
================================================================================
Comparison of the Change in Value of a $10,000 Investment in the
Davenport Equity Fund and the Standard & Poor's 500 Index
3/00
------
Davenport Equity Fund $16,241
Standard & Poor's 500 Index $13,894
--------------------------------------------------------------------------------
------------------------------
Davenport Equity Fund
Average Annual Total Return
1 Year Since Inception*
14.93% 16.04%
------------------------------
*Initial public offering of shares was January 15, 1998
Past performance is not predictive of future performance.
4
<PAGE>
THE DAVENPORT EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 2000
================================================================================
ASSETS
Investments in securities:
At acquisition cost ........................... $ 61,085,301
============
At market value (Note 1) ...................... $ 77,689,962
Dividends receivable .................................. 63,471
Receivable for investment securities sold ............. 1,155,948
Receivable for capital shares sold .................... 328,543
Other assets .......................................... 24,458
------------
TOTAL ASSETS .................................. 79,262,382
------------
LIABILITIES
Dividends payable ..................................... 1,869
Payable for investment securities purchased ........... 1,127,571
Payable for capital shares redeemed ................... 355,584
Accrued investment advisory fees (Note 3) ............. 133,499
Accrued administration fees (Note 3) .................. 10,900
Other accrued expenses and liabilities ................ 7,107
------------
TOTAL LIABILITIES ............................. 1,636,530
------------
NET ASSETS .................................................... $ 77,625,852
------------
Net assets consist of:
Paid-in capital ............................................... $ 62,317,952
Accumulated net realized losses from security transactions .... (1,296,761)
Net unrealized appreciation on investments .................... 16,604,661
------------
Net assets .................................................... $ 77,625,852
============
Shares of beneficial interest outstanding
(unlimited number of shares authorized, no par value) . 5,645,532
============
Net asset value, offering price and
redemption price per share (Note 1) ................... $ 13.75
============
See accompanying notes to financial statements.
5
<PAGE>
THE DAVENPORT EQUITY FUND
STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31, 2000
================================================================================
INVESTMENT INCOME
Dividends ............................................ $ 876,600
Interest ............................................. 30,352
-----------
TOTAL INVESTMENT INCOME ...................... 906,952
-----------
EXPENSES
Investment advisory fees (Note 3) .................... 501,397
Administration fees (Note 3) ......................... 118,941
Printing of shareholder reports ...................... 11,281
Professional fees .................................... 10,626
Registration fees .................................... 10,443
Custodian fees ....................................... 10,030
Trustees' fees and expenses .......................... 8,206
Other expenses ....................................... 1,076
-----------
TOTAL EXPENSES ............................... 672,000
-----------
NET INVESTMENT INCOME ........................................ 234,952
-----------
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Net realized losses from security transactions ....... (8,938)
Net change in unrealized appreciation/
depreciation on investments .................. 9,438,445
-----------
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS ............. 9,429,507
-----------
NET INCREASE IN NET ASSETS FROM OPERATIONS ................... $ 9,664,459
===========
See accompanying notes to financial statements.
6
<PAGE>
<TABLE>
<CAPTION>
THE DAVENPORT EQUITY FUND
STATEMENTS OF CHANGES IN NET ASSETS
============================================================================================
Year Year
Ended Ended
March 31, March 31,
2000 1999
--------------------------------------------------------------------------------------------
FROM OPERATIONS
<S> <C> <C>
Net investment income ............................. $ 234,952 $ 282,941
Net realized losses from security transactions .... (8,938) (1,287,823)
Net change in unrealized appreciation/
depreciation on investments ............... 9,438,445 5,647,305
------------ ------------
Net increase in net assets from operations ................ 9,664,459 4,642,423
------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income ........................ (257,524) (284,973)
From net realized gains ........................... -- (22,572)
------------ ------------
Decrease in net assets from distributions to shareholders . (257,524) (307,545)
------------ ------------
FROM CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ......................... 21,275,796 33,435,301
Net asset value of shares issued in reinvestment
of distributions to shareholders .......... 246,511 292,444
Payments for shares redeemed ...................... (9,661,290) (6,398,898)
------------ ------------
Net increase in net assets from capital share transactions 11,861,017 27,328,847
------------ ------------
TOTAL INCREASE IN NET ASSETS .............................. 21,267,952 31,663,725
NET ASSETS
Beginning of year ................................. 56,357,900 24,694,175
------------ ------------
End of year (including undistributed net investment
income of $0 and $22,572, respectively) ... $ 77,625,852 $ 56,357,900
============ ============
CAPITAL SHARE ACTIVITY
Sold .............................................. 1,693,284 3,018,408
Reinvested ........................................ 19,633 26,301
Redeemed .......................................... (760,199) (569,249)
------------ ------------
Net increase in shares outstanding ................ 952,718 2,475,460
Shares outstanding at beginning of year ........... 4,692,814 2,217,354
------------ ------------
Shares outstanding at end of year ................. 5,645,532 4,692,814
============ ============
</TABLE>
See accompanying notes to financial statements.
7
<PAGE>
<TABLE>
<CAPTION>
THE DAVENPORT EQUITY FUND
FINANCIAL HIGHLIGHTS
======================================================================================================
Selected Per Share Data and Ratios for a Share Outstanding Throughout Each Period
======================================================================================================
Year Year Period
Ended Ended Ended
March 31, March 31, March 31,
2000 1999 1998(a)
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value at beginning of period ................. $ 12.01 $ 11.14 $ 10.00
---------- ---------- ----------
Income from investment operations:
Net investment income .......................... 0.04 0.06 0.01
Net realized and unrealized gains on investments 1.75 0.88 1.13
---------- ---------- ----------
Total from investment operations ....................... 1.79 0.94 1.14
---------- ---------- ----------
Less distributions:
Dividends from net investment income ........... (0.05) (0.06) --
Distributions from net realized gains .......... -- (0.01) --
---------- ---------- ----------
Total distributions .................................... (0.05) (0.07) --
---------- ---------- ----------
Net asset value at end of period ....................... $ 13.75 $ 12.01 $ 11.14
========== ========== ==========
Total return ........................................... 14.93% 8.53% 11.40%
========== ========== ==========
Net assets at end of period (000's) .................... $ 77,626 $ 56,358 $ 24,694
========== ========== ==========
Ratio of net expenses to average net assets(b) ......... 1.01% 1.14% 1.15%(c)
Ratio of net investment income to average net assets ... 0.35% 0.64% 0.76%(c)
Portfolio turnover rate ................................ 17% 15% 17%(c)
</TABLE>
(a) Represents the period from the commencement of operations (January 15,
1998) through March 31, 1998.
(b) Absent investment advisory fees waived and expenses reimbursed by the
Adviser, the ratio of expenses to average net assets would have been
2.13%(c) for the period ended March 31, 1998.
(c) Annualized.
See accompanying notes to financial statements.
8
<PAGE>
THE DAVENPORT EQUITY FUND
PORTFOLIO OF INVESTMENTS
MARCH 31, 2000
================================================================================
MARKET
SHARES COMMON STOCKS-- 96.6% VALUE
--------------------------------------------------------------------------------
AIRCRAFT & PARTS-- 1.7%
24,333 Honeywell International, Inc. .................... $ 1,282,045
------------
BASIC MATERIALS-- 2.6%
22,531 Alcoa, Inc. ...................................... 1,582,803
18,025 Cleveland-Cliffs, Inc. ........................... 429,220
------------
2,012,023
------------
CHEMICALS AND DRUGS-- 3.7%
22,531 Merck & Co., Inc. ................................ 1,399,738
40,556 Schering-Plough Corporation ...................... 1,490,433
------------
2,890,171
------------
COMPUTERS/COMPUTER TECHNOLOGY SERVICES -- 21.6%
37,732 Cisco Systems, Inc.(a) ........................... 2,917,155
12,363 Citrix Systems, Inc.(a) .......................... 819,049
19,377 EMC Corporation(a) ............................... 2,422,125
15,489 Hewlett-Packard Company .......................... 2,053,261
21,179 Intel Corporation ................................ 2,794,304
10,554 International Business Machines Corporation ...... 1,245,372
15,581 Lucent Technologies, Inc. ........................ 946,546
20,728 Media General, Inc. - Class A .................... 1,085,629
10,364 Microsoft Corporation(a) ......................... 1,101,175
9,463 Motorola, Inc. ................................... 1,347,295
------------
16,731,911
------------
CONGLOMERATES-- 1.1%
460 Berkshire Hathaway, Inc. - Class B(a) ............ 837,200
------------
CONSUMER PRODUCTS-- 15.5%
24,333 American Home Products Corporation ............... 1,304,857
38,303 Amgen, Inc.(a) ................................... 2,350,847
19,104 Avery Dennison Corporation ....................... 1,166,538
29,290 Bristol-Myers Squibb Company ..................... 1,691,498
19,377 Ford Motor Company ............................... 890,131
19,377 Gillette Company ................................. 730,271
18,025 Johnson & Johnson ................................ 1,262,877
42,809 SYSCO Corporation ................................ 1,527,746
24,158 Zale Corporation(a) .............................. 1,139,956
------------
12,064,721
------------
DURABLE GOODS-- 9.8%
11,265 General Electric Company ......................... 1,748,187
16,222 Koninklijke Philips Electronics N.V .............. 2,779,031
18,926 Martin Marietta Materials, Inc. .................. 898,985
81,695 Tredegar Corporation, Inc. ....................... 2,200,659
------------
7,626,862
------------
9
<PAGE>
THE DAVENPORT EQUITY FUND
PORTFOLIO OF INVESTMENTS (Continued)
================================================================================
MARKET
SHARES COMMON STOCKS-- 96.6% (Continued) VALUE
--------------------------------------------------------------------------------
ENTERTAINMENT-- 4.4%
30,079 AT&T Corporation - Liberty Media Group - Class A(a) $ 1,782,181
39,204 Walt Disney Company .............................. 1,622,066
------------
3,404,247
------------
FINANCIAL SERVICES-- 11.6%
20,278 American International Group, Inc. ............... 2,220,441
32,445 BB&T Corporation ................................. 910,488
34,425 Capital One Financial Corporation ................ 1,650,248
18,025 CCB Financial Corporation ........................ 797,606
29,630 Federal Realty Investments Trust ................. 572,229
9,914 Markel Corporation(a) ............................ 1,442,487
14,870 SunTrust Banks, Inc. ............................. 858,742
8,111 Wachovia Corporation ............................. 547,999
------------
9,000,240
------------
FOOD/BEVERAGES-- 3.7%
23,455 Anheuser-Busch Company, Inc. ..................... 1,460,074
14,870 Coca-Cola Company ................................ 697,961
38,391 Sara Lee Corporation ............................. 691,038
------------
2,849,073
------------
OIL/ENERGY-- 9.9%
9,222 Atlantic Richfield Company ....................... 783,870
11,265 Chevron Corporation .............................. 1,041,308
34,950 Conoco, Inc. - Class B ........................... 895,594
22,620 Enron Corporation ................................ 1,693,672
14,871 Exxon Mobil Corporation .......................... 1,157,150
24,333 Halliburton Company .............................. 997,653
14,870 Schlumberger Limited ............................. 1,137,555
------------
7,706,802
------------
RETAIL STORES-- 4.8%
38,933 Circuit City Stores - Circuit City Group ......... 2,370,046
54,074 Walgreen Company ................................. 1,392,405
------------
3,762,451
------------
UTILITIES-- 6.2%
25,906 AT&T Corporation ................................. 1,457,212
26,136 Cox Communications, Inc. - Class A(a) ............ 1,267,596
17,574 MCI WorldCom, Inc.(a) ............................ 796,345
30,642 SBC Communications, Inc. ......................... 1,286,964
------------
4,808,117
------------
TOTAL COMMON STOCKS -- (Cost $58,371,202) ........ $ 74,975,863
------------
10
<PAGE>
THE DAVENPORT EQUITY FUND
PORTFOLIO OF INVESTMENTS (Continued)
================================================================================
MARKET
SHARES MONEY MARKETS-- 3.5% VALUE
--------------------------------------------------------------------------------
2,714,099 Firstar Stellar Treasury Fund (Cost $2,714,099) .. $ 2,714,099
------------
TOTAL INVESTMENTS AT VALUE-- 100.1%
(Cost $61,085,301) ............................... $ 77,689,962
LIABILITIES IN EXCESS OF OTHER ASSETS-- (0.1%) (64,110)
------------
NET ASSETS-- 100.0% .............................. $ 77,625,852
============
(a) Non-income producing security.
See accompanying notes to financial statements.
11
<PAGE>
THE DAVENPORT EQUITY FUND
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
================================================================================
1. SIGNIFICANT ACCOUNTING POLICIES
The Davenport Equity Fund (the Fund) is a no-load, diversified 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 Fund began
operations on January 15, 1998.
The Fund's investment objective is long-term growth of capital through
investment in a diversified portfolio of common stocks. Current income is
incidental to this objective and may not be significant.
The following is a summary of the Fund's significant accounting policies:
Securities valuation -- The Fund's 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 stock exchange are valued based upon
the closing price on the principal exchange where the security is traded.
Repurchase agreements -- The 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 Fund enters 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, the Fund actively
monitors and seeks additional collateral, as needed.
Share valuation -- The net asset value per share of the Fund is calculated daily
by dividing the total value of the Fund's assets, less liabilities, by the
number of shares outstanding. The offering price and redemption price per share
of the Fund is equal to the net asset value per share.
Investment income and distributions to shareholders -- Interest income is
accrued as earned. Dividend income is recorded on the ex-dividend date.
Dividends arising from net investment income are declared and paid quarterly to
shareholders of the 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 distributions and capital
gain distributions are determined in accordance with income tax regulations.
Security transactions -- Security transactions are accounted for on trade date.
Securities sold are determined on a specific identification basis.
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 the 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.
12
<PAGE>
THE DAVENPORT EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
In order to avoid imposition of the excise tax applicable to regulated
investment companies, it is also the 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 of $61,085,301 as of March 31, 2000:
--------------------------------------------------------------------------------
Gross unrealized appreciation ......................... $ 20,405,923
Gross unrealized depreciation ......................... (3,801,262)
------------
Net unrealized appreciation ........................... $ 16,604,661
============
--------------------------------------------------------------------------------
As of March 31, 2000, the Fund had capital loss carryforwards for federal income
tax purposes of $1,290,580, which expire through the year 2008. In addition, the
Fund had net realized long-term capital losses of $6,181 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 prior to distributing such gains to
shareholders.
2. INVESTMENT TRANSACTIONS
During the year ended March 31, 2000, cost of purchases and proceeds from sales
and maturities of investment securities, other than short-term investments,
amounted to $21,200,552 and $10,912,370, respectively.
3. TRANSACTIONS WITH AFFILIATES
INVESTMENT ADVISORY AGREEMENT
The Fund's investments are managed by Davenport & Company LLC (the Adviser)
under the terms of an Investment Advisory Agreement. Under the Investment
Advisory Agreement, the Fund pays the Adviser a fee, which is computed and
accrued daily and paid monthly, at an annual rate of .75% of its average daily
net assets. Certain officers of the Trust are also officers of the Adviser.
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 Fund. For these services, IFS receives a monthly fee from the
Fund at an annual rate of .20% on its 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. In
addition, the Fund pays IFS out-of-pocket expenses including, but not limited
to, postage, supplies and costs of pricing the Fund's portfolio securities.
Certain officers of the Trust are also officers of IFS.
13
<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 statement of assets and liabilities of The
Davenport Equity Fund (a series of The Williamsburg Investment Trust), including
the portfolio of investments, as of March 31, 2000, and the related statement of
operations for the year then ended, the statement of changes in net assets for
each of the two years in the period then ended, and the financial highlights for
each of the two years in the period then ended and for the period January 15,
1998 (commencement of operations) to March 31, 1998. These financial statements
and financial highlights are the responsibility of the Fund's 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 require that we plan and perform the audit 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 position of The
Davenport Equity Fund as of March 31, 2000, the results of its operations for
the year then ended, the changes in its net assets for each of the two years in
the period then ended, and the financial highlights for each of the two years in
the period then ended and for the period January 15, 1998 to March 31, 1998, in
conformity with generally accepted accounting principles.
Tait, Weller & Baker
Philadelphia, Pennsylvania
April 28, 2000
14
